CIP-142: Ongoing Back-Office Functions

CityDAO has continued to need basic support and business functions but unfortunately CityDAO did not properly plan for continuation of any responsibilities going into 2023. The need for these roles still exists, and Alex and Josh have continued to function in these roles informally due to their necessity and importance to DAO functioning. These contributors have continued to provide continuation services in their former roles in an unpaid capacity for the month of January 2023 and basic business operations are an ongoing function.


Alex (alexthims) – Bookkeeping & CPA Liaison
Josh (j0sh I DAOvolution) – Compliance-Related Operations & Outside Counsel Liaison


1. If a quorum of 250 is reached and this CIP is approved, the Team will use its best efforts to undertake the following “Basic” back-office business functions:

  • Three (3) month term commencing retroactively to January 1, 2023 and ending March 31, 2023
  • Continuation of Ongoing Compliance (Legal + Finance) Guild Responsibilities from Q4 2022
  • Maintenance of the CityDAO PO Box in Cody, WY (including any related fees if necessary)
  • Services provided to CityDAO for basic back-office operation (legal + finance), including but not limited to:
    • Sole Liaison with outside professional service providers (“PSP’s”)
    • Basic bookkeeping record management
    • General filings, property taxes, authority and/or signatures for procuring insurance policies (or as otherwise legally required)
  • Sole Authority to manage the relationships with PSP’s, including any related/reasonable expenditures, with transparent backups supplied.
    • Current PSP’s include: Lorenzo CPA, Montague Law (EthLaw), Burg Simpson (Parcel 0 and CityDAO agent) and Hathaway & Kunz
    • Other PSP’s and software that may be necessary due to evolving nature of projects and DAO operations
  • Retroactive compensation for the month of January 2023 - $1,650 USDC to each contributor
  • Ongoing compensation for February/March 2023 - $1,650 USDC to each contributor
  • Total Team Compensation: $9,900

2. Should this proposal: (i) fail to achieve twenty (20) “likes” on this discourse page, (ii) fail to meet quorum, or (ii) fail to be approved:

Should this CIP-142 not proceed for any reason other than withdrawal or abandonment by its proposers, it will be deemed to be a formal act of governance relieving Alex and Josh of their duties and assumed carry-over responsibilities from Q4 2022. Should this happen, the roles described herein will go unfilled, and the proposers will no longer be responsible for any of the above-mentioned responsibilities or any other responsibilities/duties with respect to the DAO. The proposers will be expressly released from any and all responsibility relating to the performance of these duties henceforth.

Miscellaneous Terms of CIP-142:

  • All payments will be made from the Main Treasury: 0x60e7343205C9C88788a22C40030d35f9370d302D

  • Payments initiated for or from this team will be queued to the Main Treasury using an appropriate method, including without limitation, a Utopia payment link including supporting documentation. The Multisig will execute such payments in a timely fashion, but in any event, no later than five (5) days after submission from the team.

  • If for any reason, the project Team must pay for a DAO-related expense, CityDAO will promptly reimburse such team member(s) for these expenses, including any related transaction fees or gas fees. If performance of duties hereunder requires a physical or digital signature, the team members are authorized to make it, and for the avoidance of doubt or ambiguity, the team members are the only people in the DAO who are expressly authorized to do so with respect to accounting or legal professionals on CityDAO’s behalf.

  • The project proposers may transition their responsibility to a suitable and adequately qualified CityDAO contributor, subject to CityDAO’s selection and/or approval of said replacement. The team may also resign from responsibility, at any time upon seven (7) days written notice given to CityDAO (in a manner deemed suitable to CityDAO). For the avoidance of ambiguity - This CIP-142 is not a contract for employment or otherwise.

  • This CIP-142 may be amended by the proposers at any time prior to Snapshot, subject to compliance with all other material terms contained herein.

  • Performance hereunder will be expressly subject to the indemnity rights afforded by the CityDAO Operating Agreement. Additionally, this team will not be liable to CityDAO or to any Citizen, or any other party for that matter, with respect to its performance hereunder, nor for any other types of damages, including without limitation, any incidental, indirect, special, consequential, exemplary, or punitive damages. CityDAO agrees to defend, indemnify, and hold the team harmless from any such claims, liabilities, or damages, including the team’s attorneys fees. Wyoming law governs this CIP and all related considerations. For the avoidance of doubt, these defense, indemnity and hold harmless obligations will extend from CityDAO in favor of the project team for any and all issues that may arise in the future due to a lack of accountability or responsibility-holder in the former roles in the event of #2 above, and this provision is a material term of this CIP-142. (for example, if a service provider sends CityDAO to collection, if services lapse, or if taxes are not paid - this team is EXPRESSLY NOT RESPONSIBLE if the conditions set out in #2 above should occur). The intent of this provision is to say that, should CityDAO miss payment of an amount that this team would have been responsible for had they been approved, they are expressly not responsible.

  • This team will work directly with the CityDAO Multisig but the team members will not hold or retain seats on the Multisig, and this will include any replacements who later fill either role due to transition/resignation or are added later.


Granted I am biased, this is a super important initiative!

Speaking for the project team, @alexthims and I will remain open and available to discuss this CIP and any related considerations!

Let’s put back-office on the back burner and get back to BUILDING!!!


I’m supportive of this - behind the scenes, Alex has done a ton to make sure our books get done, and Josh has kept us legally compliant and on top of everything from property taxes to legal admin.

If this doesn’t meet quorum, I’d be very concerned for the future of the DAO “the roles described herein will go unfilled, and the proposers will no longer be responsible for any of the above-mentioned responsibilities.”


“legally compliant” - I can’t make any such promises hahaha (insert typical lawyer disclaimer joke here) - but I have definitely tried my best to do as much as I have been empowered and authorized to do (even if it has made me unpopular at times :joy:) and I sincerely appreciate the vote of confidence!!

Definitely in favor of this! I believe it is important to compensate for contribution. Alex and Josh demonstrated their contributions through January, and I have full trust they will continue to do so under the fair compensation amount requested. I also appreciate them setting this proposal for just the first quarter.


I have a few questions.

This sets a new precedent that all CIPs can ask for a lower amount and a higher amount based on the number of votes received. It’s not necessarily a bad thing, but we can probably expect many CIPs to do this from now on. I appreciate that the team is willing to work for less but hopes for more. And just to clarify, if 500 votes is met, then it’s $5000 each per month or together?

Just to confirm, by “transitioning responsibility” does this means assigning responsibilities, such as consulting outside counsel for a legal issue or a CPA for taxes, and the team would determine whether the assign is “suitably and adequately qualified”?

Also, if the team may resign at will with no notice period, can they be terminated at will with no notice period? Would notice be given to Scottfits? Would he also have authority to terminate at will? It might be good to have at least a one week notice so replacements can be found if the team chooses to terminate.

Once we start using legalese in CIPs, we might need it in all of them. Does this language suggest that the team is not responsible for civil, criminal or gross negligence? Also, can “former roles” be defined if there is a suggestion that the defense, indemnity and hold harmless obligations extend to “any and all issues” due to a lack of accountability in former roles?


We are and will remain available for answers, feedback, input, and inclusion of everyone’s opinion!

We considered that this CIP format would uncork all kinds of new precedents, and to the extent its helpful for future consideration by other proposers, we are happy to contribute to the overall progression of CIPs! For example, the amendment language (in non-material form) is crucial to being able to be flexible/agile enough to pivot from a first draft CIP in Forum to a votable and approvable CIP in Snapshot.

we intend each, but open to discussion on all aspects

really should be CityDAO deciding, perhaps in conjunction with a transitioning individual, the idea being any replacements will be suitable, qualified, etc

great question and had not been considered, this is why the Charter originally contemplated “votes of no confidence” on facilitators I believe. There should be a way for CityDAO to end it if it feels its not working

To the multisig? Or if new positions are established going forward, formally by some means, of course

I’d fire me about half the time… but in seriousness this had not been considered. I’d say CityDAO yes, Scott no…

makes a ton of sense, will do this for sure

Probably a reasonable idea, to include conditions, language allowing for certain levels of authority or flexibility, etc… based on what has been recently learned from the multisig meetings with those pesky lawyers

Interesting question and hopefully we’d never have to find out… had not really been considered. The intent here was to say, if CityDAO does not want these roles to exist, and Alex and Josh go away forever back into the abyss of normie life, that later, if Parcel 0 property taxes somehow slipped through the cracks - simply that Alex and Josh are not responsible. We did not marry ourselves to responsibility forever (especially in an unpaid fashion) and so the thrust here was to preemptively address a potential risk and attack vector relating to any lapses that could occur if Alex and Josh went bye-bye.

Fair, all we meant here was that we have basically pseudo-continued on in compliance guild stuff through 2023 so far, technically without authority, and definitely without a budget or compensation. Neither of us has felt comfortable just dropping the ball on the things we had oversight of, no matter what the “CIP status” was, due to the organizational importance of these back office functions. I for one would like to formally transition any relationships with lawyers and any crucial knowledge I have gained before departing, if these measures do not proceed (for example).

@Da3vid I really appreciate all of these questions, we will incorporate your feedback, and please ask as many more as often as you can. :pray:


quick update: I added 7 day notice for transition/resignation, in a manner “suitable to citydao” (can spell that out in the next few days more precisely) - and also clarified that our lack of “responsibility” stuff is intended only to apply if the conditions from #3 are met …which is to say, this CIP does not move forward and we are formally “relieved of duty”.

Please continue to issue-spot and provide feedback! Many thanks!!

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I’m in support of line items #1 & #3.

I think its bad precedent to set that “if vote hits higher vote number, then we spend more money”. There isn’t a way to voice support for one part of the proposition.

My request is that you break out point #2 into a separate CIP, or structure the CIP as a two option vote:

  1. Vote for #1 & 3
  2. Vote for #1, 2, & 3.

I strongly support #1 & 3, but am not clear on the benefits that CityDAO gets in return for the higher (and ongoing in perpetuity) compensation for #3. Especially because there is no plan for what would be done for that $ and no deadline to do it in.

On a details note, you reference $1,650 and $1,500 are the comp for January in two different places. Worth cleaning that up.


I’m in favour of this CIP and these needs outlined must be addressed. Keeping compliant as a DAO LLC is non-trivial and requires dedicated people.

That said so does keeping our DAO oriented to our mission. These dedicated roles proposed here need to be counter-balanced and in service to the mission. If we don’t have dedicated people doing that too, then we’ll be all compliance w/ no compass to steer. Compliance is squishy and advisory so let’s get a dedicated team in place that it advises ASAP too.

Otherwise we’re cart before horse…but hey, I’d rather be safe and going nowhere vs. unsafe and going everywhere :wink:


Reading this proposal again, I have another question - it looks like if this gets 250 votes, then it’s a 3-month proposal which would need to be renewed on April 1, but if it gets 500 votes than it is $10K per month forever unless a new CIP cancels it?

Also, if this passes by 500 votes, then it will include leading a governance overhaul - is there a timeline for that. Also, just to. confirm, “improving business practices” would not give this team any authority to make unilateral changes, right?

If this is a proposal that allows the team to make unilateral changes to how governance or the business or the DAO is run, then I think that should be clarified. Also, is there any oversight of these positions? If the governance isn’t overhauled, for example, is there any effect on the compensation?

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Sorry to punt momentarily, quickly reviewing and I know we still would like to change the way the options are presented (and remove the quorum shift option) but just have not had time to think through it or clean it up yet. Konrad had similar opinions.

We have a few more impromptu AMAs this week and this topic is definitely something that should be discussed before anything would proceed to Snapshot, assuming it gets that far.

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The continued debate for me is item #2, specifically the governance overhaul process. Without a multi-point, expanded explanation of what that process would exactly entail it comes off more as a vague, open ended proposal with lack of clarity and not something that can be fully digested and planned upon. Thus, my recommendation is for members of the DAO to vote it to 250 and hold it there, if the proposal were to reach snapshot. Tomorrow, Valentine’s Day, we are having a discussion about governance, and more can be discussed during that time.


We have removed the governance bullet point.

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Would you support and like this if we removed #2.


Yes I would.

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Updated to remove #2 (#3 is now #2) and added some minor clarifications based on other feedback received so far. Draft is not final but getting close!

Take another fresh read and let us know if you see anything else that would be appropriate to address! Your support is greatly appreciated!

Just a quick note and a bump - @alexthims and I will be hosting at least one more AMA to discuss the CIP and any related considerations - currently we are scheduled for tomorrow Feb 20 @ 12pm Central Standard Time on CityDAO’s Town-Square-Voice Channel.

Please come and ask any questions you may have!

Just bumping this post - Alex and I anticipate posting this CIP to Snapshot very soon - but we want to continue to afford anyone and everyone the opportunity to weigh in and have their feedback included in this exercise!

Thanks to all for the support so far!

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