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Metaplex DAO Constitution

This Constitution provides an overview of the governing framework for the holders of $MPLX (each, a “Tokenholder”, and collectively, the "DAO"), which serves as a governing body for the Metaplex Protocol (as defined below) and controls the DAO Treasury (defined below). 

Defined terms in this Constitution have the meaning ascribed to those terms in the Bylaws of the Foundation (as defined below), as amended from time to time, unless otherwise defined in this Constitution.

The Foundation

The Metaplex Foundation, a Cayman Islands foundation company (the “Foundation”) has been formed to foster the development, use and adoption of the Metaplex Ecosystem (as defined below), including by, amongst other endeavours, facilitating the wishes and mandates of the DAO. The Foundation has adopted Bylaws and other foundational documents necessary to establish the Foundation’s and the DAO’s initial governance structure. 

The Tokenholders have the authority to make certain decisions in relation to the Foundation and the Metaplex Protocol as set forth in the Bylaws and Foundation Documents. The DAO will decide these matters via Tokenholder Vote, in accordance with the Foundation Documents (including through submitting and voting on Metaplex Governance Proposals (“MGPs”)). 

Metaplex Ecosystem

The Metaplex Ecosystem refers to: (i) the Metaplex protocol, a suite of programs and tools designed to facilitate the creation, distribution, and management of digital assets using distributed ledger technology (“Metaplex Protocol”); (ii) users of the Metaplex Protocol; and (iii) Tokenholders.

Bylaws

The Foundation’s Bylaws detailing the underlying governance structure for the Foundation and the DAO (the “Bylaws”). The Foundation’s Bylaws can be found at www.metaplex.com.

Foundational Documents

The Foundation’s governing documents include the Amended and Restated Memorandum of Association and Articles of Association (the “A&R M&A”). 

Security Council

The Security Council (the “Security Council”) shall be established by the Foundation Directors pursuant to and in accordance with the Bylaws. The Security Council advises the Foundation Directors and plays a supporting role for the DAO.  The Security Council helps represent the Tokenholders and assists with the implementation of MGPs as directed by the Tokenholders and the Foundation Directors.

Metaplex Governance Proposals (MGPs)

MGPs are the primary mechanism for Tokenholders to propose changes to the Metaplex Protocol and for administering the DAO Treasury. MGPs serve as a means for initiating community discussions and decision-making within the DAO. 

I. Proposal Procedure

The MGP procedures consist of the following stages (the “Governance Procedures”):

1. Community Discussion

Ideas can be discussed in a public governance forum (as designated by the Foundation from time to time which initially shall be the Github repository located here:
(https://github.com/metaplex-foundation). Upon an author’s request, a DAO moderator appointed by the Foundation (“DAO Moderator”) will confirm whether an idea conforms to proposal guidelines (including which category of proposals it fits within).

The initial categories for proposals (which may be subject to changes in accordance with the Governance Procedures) are:

  • Protocol Development (extending or modifying the Metaplex Protocol). Official proposals for protocol development are referred to as Metaplex Improvement Proposals (“MIPs”). 

  • Treasury Initiatives (administration of the DAO’s on-chain treasury (the “DAO Treasury”) for grants, incentives, initiatives, etc.). Official proposals for DAO treasury initiatives are referred to as Metaplex Treasury Proposals (“MTPs”). 

  • Process (changes to proposal procedure, guidelines and voting parameters). Official proposals for process changes are referred to as Metaplex Process Proposals (“MPPs”). 

2. Proposal Submission

Proposals may be submitted via the proposal gateway (as designated by the Foundation from time to time which initially shall be mip.metaplex.com) (“Proposal Gateway”). Proposals should be submitted according to the correct category (Protocol Development; Treasury Initiative; or Process). 

Proposals will be subject to the guidelines and $MPLX ownership thresholds for the applicable category established by the Foundation in accordance with this Constitution and the Bylaws and made available on the Proposal Gateway. Any Tokenholder who meets the $MPLX ownership threshold may submit their proposal directly. 

3. Community Feedback 

Once submitted, Proposals will be subject to a community feedback period during which members of the Metaplex Ecosystem can share feedback via the public governance forum. Proposers may revise their proposals in response to feedback prior to the voting period. Proposers may withdraw their proposals at any time before the voting period begins. 

The DAO Moderator will review the proposal for practicality and safety for the DAO once submitted and will ensure the proposal strictly adheres to applicable guidelines, laws and regulations. The DAO Moderator will screen out proposals that fail to meet the requirements and will publish the rationale for doing so. 

The community feedback period will remain open for a minimum of five (5) days. The Foundation or the DAO (via a Process proposal) may adjust the community feedback period for a category of proposals above the minimum requirement. Any such adjustments will be reflected in the current proposal procedures and guidelines on the public governance forum.

4. Voting 

Tokenholders will be allowed to vote on MGPs for a minimum of five (5) days (the “Voting Period”). The Foundation or the DAO (via a Process proposal) may adjust the Voting Period for a category of proposals above the minimum requirements.

5. Implementation

Approved proposals will be treated differently based on the nature of the required action. For those including on-chain executable code, these can be executed via the DAO interface immediately following the conclusion of the Voting Period.

For proposals requiring implementation by the Foundation or the Security Council, the DAO Moderator will work with the author, appropriate service providers of the Foundation, and other parties as needed to execute the proposal. The DAO Moderator will provide updates on the Foundation’s designated governance forum. Customary legal agreements may be required to carry out the DAO’s wishes, in which case the Foundation will contract on behalf of the DAO. 

6. Proposal Requirements

By submitting an MGP to vote in accordance with the Governance Procedures, you agree to submit subject to certain conditions, including any requirements under applicable laws and regulations and AML/KYC processes deemed necessary or advisable by the Foundation.

II. Proposal Guidelines

Proposals should not break any of the governing principles and objectives of the Foundation (as set out in the Bylaws) and all proposals must strictly adhere to applicable laws and regulations. The Foundation will publish proposal procedures and guidelines on the public governance forum for reference. 

Furthermore, any actions or initiatives proposed must be within the permissible bounds as set forth by the laws of the Cayman Islands, under which the Foundation operates. Non-compliance or contravention of these legal parameters may result in the immediate rejection or invalidation of the proposal.

Proposals that do not adhere to these guidelines may be screened out and therefore not be considered or vetoed by the Security Council. It is essential to review and ensure alignment with the Foundation's governing principles and legal constraints before submission.

III. Voting Parameters

The initial voting parameters for Tokenholders is as follows, which may be subject to further changes in accordance with the Governance Procedures (the “Voting Parameters”):

  1. Voting Period: minimum of 5 days (Length of the period during which people can cast “Yes” or “No” votes).

  2. Proposal Threshold: Minimum number of $MPLX tokens a holder must have, or be delegated by third parties, to submit a proposal for a vote of the DAO.

  3. Quorum Threshold: At least 1,000,000 $MPLX must vote “yes” on a particular proposal for quorum to be met (“Quorum”). If Quorum is not met, the proposal will fail.

  4. Voting Threshold: Assuming Quorum is met, the number of “yes” votes must be more than the number of “no” votes for a proposal to pass. The Foundation or the DAO (via a Process proposal) may adjust the Voting Threshold for a category of proposals above the minimum requirement. Any such adjustments will be reflected in the current proposal procedures and guidelines on the public governance forum.

IV. Implementation Period

1. On-Chain Actions

MGPs that can be executed on-chain will be submitted and implemented via the DAO's interface located at dao.metaplex.com or https://app.realms.today/dao/Metaplex (the “DAO Interface"). MGPs that require allocations from the DAO Treasury may be executed via DAO Interface.

2. Off-Chain Actions

Due to the nature of off-chain actions, execution may not be immediate following the passing of an MGP. Certain off-chain actions may require Foundation Director approval, which may be vetoed in accordance with applicable law or for other reasons including inconsistencies with the Foundation’s purpose as set out in the Foundation's A&R M&A. If Foundation Directors exercise veto authority, disclosure and explanation for the veto shall be posted on the relevant MGP within two weeks of the proposal’s passing.

If an MGP requires actions be taken by the Foundation to execute, the Foundation Directors or the Security Council, as appropriate, will take such actions as needed to execute the MGP, while adhering to the Foundation Documents (including the Bylaws and this Constitution).

V. Voting Power

One (1) $MPLX token equals one (1) vote for any proposals submitted to the DAO (the “Voting Power”). This will allow Tokenholders to participate in the governance process proportionally to their holdings.

The DAO, by Tokenholder Vote, may establish guidelines for evaluating and approving the inclusion of additional tokens (other than $MPLX) in governance in the future.

VI. Proposal Conflicts

Should a proposal be in direct conflict with a proposal presently under consideration for voting, the latter proposal will be held back from voting until a resolution is reached on the initial proposal. The Foundation will use its discretion to sequence or group votes to avoid confusion and potentially conflicting results. Proposals submitted first will be voted on first. The DAO via Process proposal may adjust the mechanics for avoidance of directly conflicting proposals. 

In the event that a proposal is in direct opposition to an already approved proposal or identical to a previously unsuccessful proposal, it is not permitted to proceed to voting until at least six months past the implementation of the original proposal. This measure is in place to preserve Metaplex community resources.

VII. Emergency Actions

The Security Council will have discretion to bypass ordinary Tokenholder Vote or MGP procedures to implement emergency proposals and actions necessary to preserve the safety or security of the Foundation, the Foundation’s assets, the DAO or the Metaplex Ecosystem, subject to the limitations set forth herein (“Emergency Actions”). Examples of emergencies include, but are not limited to, network attacks, security vulnerabilities, or violations of the DAO’s core principles. 

The Security Council shall have an emergency veto right on MGPs if such MGP: (i) violates any provision of the Bylaws, the Foundation Articles, this Constitution or any other document, policy or regulation as may be adopted by the Foundation; (ii) violates any applicable law or regulation; or (iii) is detrimental to the interests of the Foundation or the DAO (as determined by the Foundation Directors).

After performing any Emergency Action, the Security Council must issue a full transparency report (at an appropriate time after the security emergency has passed) to explain what was done and why such Emergency Action was justified. 

VIII. Non-Emergency Actions

The Security Council and/or the Foundation Directors may also act outside of the MGP process to perform Metaplex Protocol improvements and adjustments, provided such changes: (i) are not inconsistent with a Tokenholder approved MIP; and (ii) otherwise comply with the applicable guidelines, laws and regulations. Any such changes will be available in the Metaplex Protocol public repo and open to community comment. The Security Council and the Foundation shall act in good faith and in accordance with the A&R M&A, Bylaws, this Constitution, and all applicable MGPs. 

IX. Security Council Meeting Procedures

The Security Council shall meet regularly to carry out its duties and responsibilities. Such meetings may take place via telephone, videoconference, or through group chats applications (“Regular Meeting”). 

A quorum for a Regular Meeting will be at least three (3) Security Council Members. A Regular Meeting may not proceed without a quorum. 

Any Security Council Member may raise proposals for actions to be taken by the Security Council, which the Security Council Members should discuss and provide sufficient time for deliberations. Security Council Members should also reveal any conflicts of interest. After sufficient discussion, the Security Council will carry out a Security Council Vote on such proposals. A Security Council Vote will pass if approved by a simple majority of the Security Council Members in accordance with the Foundation Documents.

In response to an emergency, the Security Council may convene an emergency meeting which will not require a quorum (“Emergency Meeting”). Each Security Council Member shall have one (1) vote in Emergency Meetings.