CityDAO Charter (Version 1) and Operating Agreement

The @CityDAO Council is delighted to present the CityDAO Charter and Operating Agreement to the community. As set forth in CIP-28, a Charter and an Operating Agreement have been created. This has been an amazing month, full of passionate discussions, teamwork, writing, editing, feedback, meetings and, finally, agreement.

As with all governing documents, this Charter is not set in stone. We believe that this is a living, breathing document, which reflects dozens of opinions on how best to allow CityDAO and its citizens to grow, to thrive and to actualize. We therefore call upon the citizens of CityDAO to read this, our Charter, and to give any feedback that you feel is warranted.

After one week, this Charter and Operating Agreement will be put on Snapshot for a DAO-wide vote. While this is not strictly required according to CIP-28, the City Council feels that it is important for citizens to lend their voice to these documents before we consider them truly accepted by the community.

Thank you all for your trust in this process, for your support, and for allowing us to serve on the City Council. It has been a pleasure and an honor to inaugurate a project that may, for many years to come, serve as a beacon to all that there are many ways for people to govern themselves.

DRAFT CHARTER: CityDAO Charter v.1 - Google Docs

This document is intended to be viewed by Citizens only until filed and will be posted in #:scroll:│charter

Please leave your comments and feedback on the forum.


Please provide further context as to why the proposed OA is viewable by citizens only. I’ve been pushing for this document for months in order to clarify, explicitly, citizen liability, rights, and obligations. It should be equally available to non-Citizens so that they might understand the body they are entering into prior to making the decision to join. I understand the document isn’t ratified; however, the current dichotomy of citizens vs non-citizens and politicking that I’ve seen emerge since this process began doesn’t bode well when contrasted with CityDAO’s espoused mission of openness.

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Too many initial guilds, which will make the DAO run like a big and old corporate, can we reduce the number of initial guilds? Or we can merge some guilds with related functions, for example, merge Media and Content Guild with Design Guild, merge Community Guild with Public Affaire Guild, merge Operation Guild with Risk Mitigation Guild.

Mission Guild: Will oversee the function of the DAO and each of the guilds.
Community Guild: Will represent and support our community, including marketing, discord, events and human resource management.
Public Affairs Guild: Will be the external facing guild that handles communication outside of CityDAO.
Legal Guild: Will ensure that CityDAO is in compliance with law.
Finance Guild: Will provide accounting of each treasury/wallet, providing the necessary tax documents, bookkeeping, tracking project budgets, dispensing money to Guilds, and financial outlooks.
Real Estate Guild: Will handle relationships, acquisitions and development of real estate.
Developers Guild: Will handle development of coding and smart contracts.
Operations Guild: Will handle treasury management of CityDAO.
Risk Mitigation Guild: Will handle insurance for liable parties and indemnification.
Media and Content Guild: Will handle creation of media including podcasts for CityDAO.
Design Guild: Will handle all elements of design for CityDAO.

First of all, this charter has come a long way from the initial draft. Great work!!! :clap:
It reads much more clearly and answered a lot of questions I had previously. A few thoughts:


  1. SubDAOs are mentioned a few times throughout this charter. I don’t know what that means though. Can you give an example? Guilds are well defined but subDAOs are not.


  1. Vision - I get that we want this to be of and by the people, but I am pretty skeptical about creating a crowdsourced vision statement. I’d suggest you take a stab at the vision statement here, and obviously it can always be amended. But I’d rather start with something that reflects the initial values of the core team / city council.

  2. I think this section could use some restructuring. 1.3 through 1.5 seem like sub bullets of “1.2 Mission.”

  3. Section 1.6 could use an opening sentence, something like "Over the next 12 months after the charter is approved, the CityDAO will aim to make progress on the following fronts. These items are listed to give an initial direction, but after 12 months this section will no longer be relevant and should be amended.

  4. Section 1.7 could use a similar opening/contextualization. Something like "At the time of the charter approval, below is a list of projects that citizens of CityDAO openly support for further consideration."

  5. Section 1.5 “CityDAO aims to create a well-connected network of decentralized global communities.” do you mean “… aims to foster and be a part of a well-connected network” or do you think that CityDAO should be responsible for creating this network?


  1. Can you explain (or maybe add more detail) to what the design guild does (is this web design, or like architecture and city design).

  2. The community guild, public affairs guild, and media and content guild seem to have a fair bit of overlap. Can you clarify or provide more detail on those differences? For example, I see “marketing” under the community guild, which seems like it might also be necessary for public affairs, but then the media guild would create content used by the community and public affairs guild?

  3. It seems like there should be a governance guild initially. I would propose adding “Governance Guild: will handle the set up of the initial voting structure as defined in the charter, and develop new CIPs regarding voting process, such as quadratic voting.”


4.3.4 (g) Who can Vote: Anyone who holds a valid citizenship NFT may vote. It is one vote per citizenship NFT. The DAO reserves the right to restrict voting for specific citizenships, for example if a citizen has been deemed a bad faith participant by a Guild.

  1. How exactly would the DAO decide to restrict voting in the section shown below? Majority vote of city council (I think that would be my suggestion)? This is a serious potential suppression of voters, so lets make sure we are clear about how its done.

4.7.1 Initial Modifications to the Charter

Given that there are areas still under discussion, and in order to give citizens more time to comment and give feedback, for the first 30 days following ratification of this Charter, there will be an abbreviated modification procedure, which is:

For changes of a non-material nature, modifications may be agreed upon by a simple majority of the Mission Guild and this Charter altered accordingly.

For changes of a material nature that do not affect the underlying nature of this Charter but that relate to the functions of a specific Guild, a simple majority of both the Guild in question and the Mission Guild together is sufficient to alter the Charter.

For changes of a material nature that affect the underlying nature of this Charter, the changes must be approved by a DAO-wide CIP.

  1. I think we should be clear that the Mission guild will decide if changes are material, non-material, or material and affecting the underlying nature of the charter. For every proposed change (or set of changes), you could have the mission guild vote both to define what type of change it is, and to accept the change (only if non-material). Something like that.

6.5.3 (a) Contents and Distribution of Minutes: All action and key decisions discussed in formal meetings should be documented and put in a centralized repository where all members or citizens can access these documents.

  1. Can we be clearer about what should be public to all? I think one of the beauties of decentralized governance is that it can all be public, so I guess I’m thinking that should be the default with few exceptions (lets list those exceptions or who will decide to make an exception). As a side note, having everything open to the public is awesome but will also be an overwhelming amount of information so we will need a way to organize it. I suggest notion - building on the awesome public documents notion site - but making sure meeting minutes are tagged with relvant issues. I think the tagging is just as important as writing down what is said.

I think this is good feedback as well

To be clear with respect to WY law:

17-29-111. Operating agreement; effect on limited liability company and persons becoming members; preformation agreement.

(a) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement.

(b) A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.

(c) Two (2) or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One (1) person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.

Since I suggested the charter include a first-go at a vision statement, I took a shot for you. I will not be offended at all if it is not used - I am a relative newbie here. But it seemed like we needed something pretty high-level since the whole point of the charter is to turn over the keys to the citizens… so I felt reasonably comfortable that most folks would agree to something like this since we don’t know yet if our goal is to build a city for people to live in, or have 50 more parcels, or whatever…

CityDAO’s vision is to help define, for the world, what it means to build an on-chain, community-governed, network city of the future. CityDAO’s earnest experiments in self(DAO)-actualization, total transparency, and growth from an idea to reality with the world watching, will serve as a beacon for existing governments and new land-based network states looking to improve governance and the world we live in.
Exactly what CityDAO will accomplish is unknowable, as the direction will be set by its citizens. Some possibilities for what CityDAOs future will include are explained below.


Hi @Yin_Cao. You make a good point. Right now, none of the guilds has actually been formally established with a budget or funding, so it’s entirely possible that some of the guilds will end up combining. It definitely is not intended to be like a corporation, though it is intended to be decentralized - to make sure that no single guild has too much power. Unlike a corporation, there is no executive or CEO that can make decisions. The idea of having numerous guilds was kind of like an octopus, where each tenticle has its own mind, and all the tentacles have the common purpose of keeping the main body strong. This is just my own metaphor, not that of the council. :grinning:

Love this vision. See my post and I’d love your feedback:

Hi @Nick123. Thank you for taking the time to read the Charter and comment. Let me see if I can address a few of the comments. My thoughts do not reflect the council, though I was on the council, so I have some idea of what we meant in the Charter.

Terms - Good point about the Sub-DAOs. We don’t have any yet so it was left undefined. I think the reason is that it’s not clear if the Sub-DAO would be totally separate from CityDAO. For example if there is a Parcel 0 Sub-DAO or a Parcel 1 Sub-DAO, would it be totally separate from CityDAO? I think we’re waiting for this to happen rather than try to define something that hasn’t happened yet.

Mission and Vision - I agree that the vision statement should be written. My understand is that the vision statement gives an idea of what the world will look like if our project succeeds. I appreciated your draft. If I edit it a little, my version might look like this:

CityDAO’s vision is a world that is built around on-chain, community governed and networked cities of the future, where humans can self-actualize with total transparency, taking ideas from theory to reality in new land-based network states, improving governance, influencing governments and changing the world we live in to a future we live for.

Guilds - Good question about design guild. I think it means web design, not urban planning or architecture, but you should ask in their channel. I can also see the overlap you’re describing. I think, regarding governance, that the Mission Guild is overseeing the implementation of the Charter and that would include governance, but I see your point. Maybe a few members should be tasked with focusing on governance.

In regards to the “bad faith participant” clause, my understanding is that one could be bad faith only if they were voted out of a Guild for cause. Unfortunately, there no longer is a city council (we were disbanded after creating the Charter as per CIP-28) so we can’t vote on any issues.

Regarding the modifications clause (4.7.1) you make a very good point, that the determination of “material” and “affects the underlying nature” could be decided by the Missions Guild and that this then gives them potential power to make changes. autonomously The only thing I can can think of is to make sure that all relevant changes in the Charter are rigorously documented.

Regarding the minutes (6.5.3 (a)), we originally had considered that sometimes minutes might be confidential but that it was better to keep them public as much as possible. I agree that having a very organized notion site would be good and that tagging documents effectively is as important as having a place to put them.

Thanks again for your comments!

This charter is great. I wrote some feedback for the council

Thanks for linking to your previous post! I share a lot of similar views - especially hoping that CityDAO can help show how our existing governments can improve. There seems to be a lot of web3 technology that could easily be harnessed to make cities run more effectively.

I wonder if this could be part of CityDAO’s vision statement too; its broad enough so that it doesn’t prematurely focus the DAO on any one thing, but I think it helps give direction.

I think CityDAO has an incredible opportunity to produce the open source primitives needed for a city or county to operate on Web3.

Thank you for the thoughtful responses!!
RE: Bad faith - I see what you mean about references to the guild here:

4.3.4 (g) Who can Vote: Anyone who holds a valid citizenship NFT may vote. It is one vote per citizenship NFT. The DAO reserves the right to restrict voting for specific citizenships, for example if a citizen has been deemed a bad faith participant by a Guild.

This does read to me though like the DAO could remove voting rights from a citizen if it wanted. Would that just be through a CIP?

RE: modifications clause - yeah that makes sense. Just open documentation so that everyone can see, and so that the mission guild knows others will be watching too. And then I assume if there is an objection to something being classified as non-material there could be a CIP to revoke the change?

Re: vision - for me the key in your version is the “taking ideas from theory to reality.” Lots of good stuff in there.

You answered all my other questions. Thanks!

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Good catch I think we need to be more clear here

Fellow @Citizen, Now that our term as CityDAO city Council members is over, I wanted to report back on my experience. It was once of the most challenging and rewarding experiences of my life. Our council was comprised of amazing minds and it was beautiful and complicated to attempt to merge all our awesome ideas into a single charter. I imagine that our founding fathers and anyone how has attempted design self governance has gone through a similar experience. As you may already know, we produced a draft of a charter (CityDAO Charter (Version 1) and Operating Agreement) but, out of an abundance of caution, we did not ratify it on time as required in CIP-28 (CIP-28: Form CityDAO Council). Our council is now disbanded and we are back to all being regular citizens. This is good news because we now get to revise and finalize the charter as a community, which allows all citizens to provide feedback and have a say. You all have already provided great feedback. The next step is to finalize and put it up for a vote. A few things I want to highlight in the charter; this is a living, breathing document that allows us to amend it as we see fit (whereas the US constitution requires 2/3 vote to amend it, our charter only requires 51%, which makes it more malleable); and any citizen can step into a leadership role by proposing a guild or project (through a CIP) with compensation to start building our city as soon as we approve this charter (I encourage you to look at @Da3vid’s CIP as a template for proposing your own guild and the budget that you will need to make it happen: Proposal for CityDAO Legal Guild). Looking forward to building together as citizens!

Regarding voting, I’m not sure you could even technically do it even if we wanted to. I bet you could restrict an address, but you just move nfts and vote from a new one, you’d have to watch that account extremely closely. Maybe we strike?

You could just leave it in there, but as you say, right now we don’t have the capability to do so. But in the future we might be able to do come up with a way to verify the citizenship wasn’t just transferred to another account of the same person (especially if we do some kind of proof of humanity type thing) so may as well keep it in and give us that option later.

Good question. We should take these out. SubDaos would be Daos that spin off of CityDAO, but would need their own governance and treasury and would govern themselves. So this charter would not apply to them. The subdao could adopt this charter if they wanted.

Agreed, we should leave it in. KYCDAO has a way to make this happen. WE can look into it when we get a chance