Introduction
On March 7th 2023, the ssv.network DAO passed the Incorporation of the SSV DAO’s Foundation. This proposal outlined the steps and motivation for the establishment of a Cayman foundation for the ssv.network DAO (hereinafter: SSV Foundation).
Since then an ad-hoc working group called the Foundation Working Group (hereinafter: FWG) has been working on reaching out to relevant service providers so that the SSV Foundation can be established and operational from day one. Due to the need for the tasks for the FWG to be done diligently and in consideration of many different aspects of the future functioning of the ssv.network DAO through the SSV Foundation, the FWG took longer than the initially expected time to present its findings.
Today, the FWG presents a complete proposal with all the relevant particulars. If this proposal passes, the relevant services providers will begin the execution of the documents found within the proposal, as well as, any other administrative and procedural actions necessary for the incorporation and operationalization of the SSV Foundation will be incorporated.
Foundation specifications
The key components of the SSV foundation are:
-
The SSV Foundation documents
- The Memorandum and Articles of Association (MOA)
- Bylaws
-
SSV Foundation personnel
- Director
- Supervisor & Secretary
-
SSV Foundation legal counsel
The SSV Foundation documents
Foundation personnel
Under Cayman Islands law, the SSV Foundation must have at least one director and one supervisor at all times. All directors have a fiduciary duty to the SSV Foundation and are responsible for its management and operations, including entering into contracts and agreements on behalf of the SSV Foundation. The SSV Foundation will be responsive to the DAO, and will implement the resolutions and initiatives passed by the DAO.
-
Director
At formation, the SSV Foundation will be incorporated with one professional director provided by Hash Directors, a Cayman Islands corporate governance firm. Hash Directors demonstrated they have the necessary competencies and experience to be spearheading the SSV Foundation for all its operational needs, allowing the ssv.network DAO easy access to real world actions.
-
Supervisor & Secretary
Leeward Management Limited (“Leeward”), a Cayman Islands corporate services firm, will serve as initial Supervisor and Secretary.
Leeward and their personnel are experienced in governance and compliance matters for Cayman Islands foundation companies, and act for many leading projects and some of the largest DAOs in the space. In addition to incorporating the SSV Foundation and serving as Supervisor, Leeward will provide its statutory registered office at Leeward Management Limited of Suite 3119, 9 Forum Lane, Camana Bay, PO Box 144, George Town, Grand Cayman KY1-9006, Cayman Islands and will fill the role of Secretary.
The first director (being a professional director provided by Hash Directors) will be appointed by the subscribers to the MOA (being Leeward).
Foundation Legal Counsel
The FWG has envisaged that the SSV Foundation will need legal counsel for any questions or issues that can arise from the day to day operation of the foundation as well as strategic planning for unforeseen legal challenges and the regulator landscape.
For this purpose the FWG is proposing that the SSV Foundation choose Carey Olsen as legal counsel to the SSV Foundation.
Foundation budget
The SSV Foundation budget and costs will be paid on the day of the passing of this proposal in the amount specified below. These funds will be deposited into a Gnosis Multi-Sig cold wallet maintained by the Director and Secretary of the SSV Foundation. The Gnosis Multi-sig cold wallet will consist of two hardware devices, each held by different persons, each holding their own access and recovery parameters (hereinafter: “Foundation Wallet”).
It is proposed that the SSV Foundation have a 400.000 USD annual budget:
- Director, Secretary, Supervisor, Legal Counsel annually amount to 100.000 USD;
- Insurance and de minimis transactions annually amount to 100.000 USD;
- The remaining 200.000 USD will be used for the Foundation’s and ssv.network DAO’s:
- Infrastructure and IT capabilities
- Hiring
- Marketing
- Other commercial activities or agreements.
Unforeseen or ancillary costs to the Foundation set up (eg. bank accounts, multi-sig wallets etc.)
On the day of passing of this proposal, the 400.000 USD will be deposited into the Foundation Wallet denominated in USDC. Once the SSV Foundation gains access to a bank account, the SSV Foundation will be free to choose the token to fiat ratio, as well as, the ratio between different fiat currencies based on the needs of the SSV Foundation. The budget will be renewed each year for the same amount on the day the proposal has been approved. Increases to the annual budget can be done through subsequent DAO proposals.
Any remainder of the budget will be maintained by the SSV Foundation for its needs and expenses. For the avoidance of doubt, the DAO may instruct the SSV Foundation to transfer funds to the DAO’s treasury controlled by the Multisig Committee.
Foundation timeline
It is expected that the relevant service providers will establish the SSV Foundation in one to two weeks after the proposal has been approved.
For three months as of the passing of this proposal, the FWG will be allowed to instruct the SSV Foundation to take, or to avoid from taking, any step necessary to complete the incorporation process and commence smooth and efficient operations of the SSV Foundation, that may have been erroneously omitted from this proposal. Without limiting the aforementioned, and for the said time, the FWG is further granted the option to instruct the SSV Foundation to:
- engage with a service, or services, provider to facilitate the opening of a bank account, or bank accounts, for the SSV Foundation, including providing any information required to this end;
- engage with a bookkeeping service provider;
- establish an independent committee or engage with an independent service provider to oversee the SSV Foundation’s financial records on behalf of the ssv.network DAO;
- hire an employee or engage with a contractor to serve the SSV Foundation’s operational needs, and
- engage different service providers for the facilitation of the ssv.network DAO governance mechanisms, through SSV availability and other means.
