CityDAO Charter (Version 0)

Hello Citizens!

After many weeks of work, the City Council is excited to present the first draft of the CityDAO Charter for your feedback and comments. According to CIP-28, the City Council has until March 9th to ratify the Charter. Thus, we are very happy to present it to the community a week early for your comments and feedback.

We have decided that the easiest way to do this is to give everyone the link to the Google folder where the documents are stored with comment privileges. All citizens are invited to read the Charter and give suggestions, comments or feedback.

The City Council will review the comments on Monday and Tuesday, and the Charter will be ratified on Wednesday, March 9th.

There are currently six documents in the Google Folder:
Article 1 - Vision, Mission and Values
Article 2 - Rules of Cooperation
Article 3 - Organizational Structure
Article 4 - Governance
Article 5 - Distributed Authority
Article 6 - Coordination (Tactical Meetings)

Please feel free to ask questions and comment in the spirit of community. The Google folder link can be found at: CityDAO Council Charter 0 - Google Drive


I just want to thank my colleagues on the council and look forward to continuing to work with all of you in the future. This work has highlighted the need to permanent paid staff for this DAO if we are serious about taking this to the next level. We can’t keep going as total volunteer.


I quickly skimmed through each of the documents and have not kept up to date with this process. However, it’s initially dismaying to see that the legal standing vis-a-vis the single-member LLC and liabilities of Citizenship is still not addressed. Is this coming down the pipeline elsewhere?

Hi @will. By “legal standing” do you mean the means by which a citizenship NFT holder could sue the legal representative of the LLC? This hasn’t come up in our discussions, though in theory any holder of the citizenship NFT should be able to bring the equivalent of a derivative suit.

Regarding liabilities of citizenship, we have talked about legal liability borne by the LLC. My understanding is that holding a citizenship NFT should not open one up to corporate liability. Of course, anyone can commit the tort of negligence on a personal level. I would definitely appreciate it if you’d be willing to write your comments on the drafts so we can discuss them further.

I wrote about this several months ago here CIP-16: Protect ourselves from legal risk by re-organizing and was one of the original voices pushing for the Charter to clarify whether the token holders constitute a GP with unlimited liability.

Perhaps this isn’t a Charter issue and should be relegated to the Operating Agreement with some form of indemnification (I’m not an attorney so I’m not sure whether the LLC could provide that sort of legal protection in a class action). If that is the case, however, the Charter is a second class document.


Having read CIP-16, I believe these issues are not part of the Charter. Not to say they’re not important - the issue of liability is critical - just that this probably wouldn’t be in the Charter, which an aspirational statement of governance.

My understanding is that owning a citizenship NFT does not open individuals up to liability from CityDAO based on your tortious slip and fall example. Landowners are responsible for dangerous conditions on their land that they know or should have known of and CityDAO LLC is the landowner. As there is limited liability, no individual citizens would bear liability.

I recently proposed the Legal Guild (Proposal for CityDAO Legal Guild) and one of the issues we propose to discuss is whether CityDAO wants to create securitized investments for accredited investors for future parcels. However, for Parcel 0, so long as the land isn’t used for profit, liability shouldn’t be an issue for the individuals. This is just my take. We should discuss it more and get Ethlaw’s opinion.

The Charter and Operating Agreement are separate documents.


4.3.4 (c) Step 2 - Going from Forum to Snapshot Vote: In order to move from the Forum to the Snapshot vote, the CIP on the Forum must receive 100 likes from citizenship NFT holders within one week.

I believe we’re all on board with the idea of gating, but is it technically realistic to restrict Discourse to 1 like per citizenship?