Proposal for CityDAO Legal Guild

By David

The Mission of the Legal Guild

The mission of the Legal Guild is to strategize possible legal routes and recommendations for CityDAO’s legal operations and to provide education on DAO-related law for Guilds and CityDAO.

The vision of the Legal Guild is to be at the center of a world of Sub-DAOs and Guilds, both domestic and international, providing routes and recommendations for legal development, helping to populate CityDAO with educated citizens while maintaining contractual relationships with outside counsel and non-contractual relationships with stakeholders, such as other legal DAO teams and organizations to provide a holistic legal base on which to build cities, as we define them, of the future.

Why is the Legal Guild needed?

For CityDAO to effectively function and grow, it must operate within the confines of the law. The law is a complicated, all-encompassing lattice that governs every aspect of society. Operating within the law concerns not only investments, but all aspects of work and life. While all DAOs face a variety of legal issues, CityDAO’s efforts to own and operate real property in the United States with the full support and approval of local, state and federal governments puts it in a position where an effective Legal Guild is imperative.

CityDAO currently has a General Counsel on retainer who is licensed in Wyoming and who specializes in crypto and securities law. This is an important resource and the Legal Guild will maintain fully-transparent contractual relationships with all legal consultants. However, the Legal Guild does much more than liaise with attorneys. It will work on multiple legal projects, case studies, recommendations for Guilds and Sub-DAOs, and will cooperate with legislators, other DAOs (such as LexDAO), legal experts and CityDAO citizens.

Finally, the Legal Guild seeks to offer those with a curiosity and passion for the law a place to learn, to develop, to work with others and to gain a greater understanding of DAO-related law. Providing a community for those interested in the law brings value to CityDAO, so long as the Guild is curated by those with a high level of legal expertise.

What kind of Guild Leader does the Legal Guild need? (Job / Role Description)

The appropriate Guild Leader of the Legal Guild will have four key attributes: a strong legal background, an administrative background, a high level of communication skills and a demonstrated passion for CityDAO.

The most suitable leader of the Legal Guild is not necessarily the person with the most legal knowledge. However, the Guild Leader should either be an attorney or have significant experience with reading and writing legal documents and interacting with attorneys. It is not feasible to lead the Legal Guild without having a high level of legal training and competence.

As a Guild Leader, much of the work will involve organization and delegation. The legal resources to which CityDAO has access can be overwhelming, and the volume of requests for information, legal questions and issues could be daunting. Particularly during the formative era of CityDAO, the Guild Leader must be someone who has strong experience working with teams, delegating work, collecting information and taking on decisional and informational roles.

A significant role of the Guild Leader is interpersonal. The Legal Guild may liaise concurrently with lawyers, legal experts, legislators, Guilds, other DAOs and members of CityDAO. The ability to understand the law must be tempered by an ability to explain the law in the most coherent, understandable manner for the greater public.

Finally, while many crypto lawyers may be passionate about the web3 space, in order to realize some of the long-term, high-level goals that CityDAO has, such as being an international hub for Legal Sub-Guilds and Sub-DAOs in other countries, it is imperative that the Guild Leader have a demonstrated, passionate interest not only in DAO projects, but in CityDAO. This also serves to prevent potential conflicts of interest in serving multiple DAO projects.

Why am I qualified for the position?

Legal Background: I have been an attorney in good standing since 2005, licensed in New York. I was the senior lecturer in law at the Sino-British College, a British university, for 6 years and am currently the senior lecturer in law at Donghua University, one of the top 100 universities in China, where I have taught for 6 years. I have a Certificate of Specialization in Asian Law and am familiar with both common law and civil law systems. I practiced contract law in New York City representing clients in court.

Administrative Background: I have years of experience as a team leader, collecting information, delegating responsibilities and assisting teams with conveying their findings. Prior to practicing law in New York, I was the Legal Aid Director of Public Relations for all islands of Hawaii. I led teams around different islands, worked with print, radio and television, organized workshops and conferences, gathered information and created presentations. As a professor for the past twelve years, I have worked with many hundreds of students, delegating responsibilities, creating and assisting student teams and helping them to convey their findings.

Interpersonal Skills: Working at an international university, I have taught law to students from around the world who do not speak English as their native language. I have learned to explain complex legal ideas in a clear, understandable way. In addition, I have taught improvisational theater since 2006, including many corporate training sessions, helping people work together in both private and corporate settings, in large and small groups.

Demonstrated Passion: I have been involved with CityDAO since November 2021 when I purchased a citizen NFT. I was interested in CityDAO because of the nature of redefining and building a decentralized city that could comply with the law. Since then, I have served on the Oversight Committee on the City Council, assisting all teams with the construction of CityDAO’s first Constitution. I worked closely on the Governance team, Rules of Cooperation team and Tactical Meetings teams. Additionally, I worked with CityDAO’s legal team to provide feedback on the Operating Agreement. I also wrote this proposal for a Legal Guild.

Is the Guild Lead full-time, part-time or volunteer?

I believe that the current responsibilities of a Legal Guild Leader will require approximately 20 hours a week, and therefore should be considered part time.

  • At the present time, the responsibilities of the Legal Guild Leader will include:
    • Onboarding new members to the Legal Guild
    • Being the contact person for legal questions and issues from Guilds and citizens
    • Working with other members of the Guild to delegate information collection
    • Organizing the collected legal issues and questions
    • Keeping the roadmap up to date and giving progress reports to CityDAO
    • Project management using Notion, Dework and other necessary organizational software tools, teaching others how to use these tools as necessary
    • Emails and calls with CityDAO’s General Counsel
    • Setting up groups calls with CityDAO’s General Counsel and Guilds to discuss legal issues and questions as needed
      Leading the Legal Guild to create a series of position papers on DAO law issues which can then be used for distribution to media outlets, legislators or websites
    • Facilitating discussions with legal teams from other DAOs such as LexDAO
    • Facilitating discussions with other interested parties, such as legislators, law professors or legal experts on DAO law matters

Does the Guild already have members ready to join?

Yes, there are already a number of citizens and council members who have expressed interest in being part of the Legal Guild, including three other lawyers in CityDAO.

Budget / Funding needed

A basic overview of the Legal Guild budget takes a 3-month view of the treasury required. As the Legal Guild treasury will be used to pay CityDAO’s General Counsel, it may be higher than other Guilds.

  • The quarterly treasury for the Legal Guild would cover three basic areas:
    • Retainer for General Counsel
    • Payment for Guild Leader and any co-leaders of Legal Guild
      • 20 hours per week * $50 per hour = $4000 per month + 2 Citizen NFTs
    • Bounties for developing legal position papers, case studies and analyses
      • $10,000 to be used for various bounties of $50 to $500 each

Multisig Members

The Legal Guild walks an important line, standing at the cutting edge of DAO-related law while also operating within the confines of traditional domestic law. Thus, it is recommended that the Legal Guild have 5 multisig signers, all of whom are doxed with KYC. The names and information about the multisig signers will be kept on file with CityDAO’s General Counsel.

Near-Term (3-Month) Roadmap

** Month 1 – Formation of the Legal Guild*

  • Transparent establishment of ongoing retainer with CityDAO’s General Counsel
  • Establishment of legal entity (if necessary) for engagement letter with General Counsel
  • Establishment of legal entity (if necessary) for creation of Parcel 0 DAO and any additional Sub-DAOs required.
  • Maintenance of the Operating Agreement and Constitution, including amendments
  • Establishment of onboarding to the Legal Guild
  • Delegation of Legal Guild members into general areas, such as case studies, Wyoming law analysis, DAO-law analysis

** Month 2 – Establishment of Relationships and Bounties*

  • Establishment of working relationships with other legal guilds, such as those in LexDAO, MakerDAO, BanklessDAO, KrauseHouseDAO, LinksDAO, BlockbusterDAO
  • Working with Public Affairs Guild to establish relationships with legal journals, journalists, legal social media contributors and other relevant parties
  • Creation of bounties for different legal analyses, including case studies on other legal DAO structures, other DAO constitutions, methods of governance and legal issues
  • Position papers on different possible legal routes for CityDAO to take regarding new asset ownership, NFT drops, possible token creation, and other

** Month 3 – Routes, Recommendations and Education*

  • Creation of recommendations for possible routes that CityDAO could take with regard to asset ownership for new parcels, NFT drops, token creation and other avenues of investment and income generation
  • Review of the legality of all Guild proposals and projects
  • Creation of legal education plan for CityDAO, including workshops, classes, discussions, reading groups, etc.


** Some of the additional legal issues facing CityDAO are:*

  • Whether the citizen NFT could be classified as a security by the SEC
  • What CityDAO can do to make a profit without being classified as a security
  • How CityDAO is taxed
  • The liability of citizens as members of an LLC
  • Smart contracts, smart leases
  • Tokenization of real assets
  • Foundations
  • Nonprofits
  • Charitable trusts
  • Tax election status
  • Tax consequences for members
  • Flow through / pass through entities
  • S Corp and C Corp
  • K1
  • Securities analysis
    • Common enterprise
    • Membership interests
    • Accredited investors
    • US Housing vs. Forman (421 US 837)
  • Jurisdiction for application of Wyoming law vs. Federal law
  • Liability for members of CityDAO for torts
  • Sale and leaseback
  • Statements of authority (OA, Art.VII, Sec.7.02)
  • Binding members to the OA after purchase of the citizen NFT vs. Ratification of OA through use of NFT to engage with an automated contract
  • Other DAO legal structures and uses
  • MolochDAO – ragequit and guildkick
  • MakerDAO’s decentralization
  • Arbitration, Conciliation, Mediation