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Governance Overview

Fluence DAO (Swiss Association)​

Fluence has launched an association according to Swiss law (art. 60 – 79 of the Swiss Civil Code). The association incorporates a decentralized autonomous organization (DAO).

An association is a legal entity with limited liability. It has its own identity and is governed by members but it is not owned by anyone.

The activities of the association are determined by the articles of association, subject to the consent of any other body for certain matters (e.g. changing the purpose or the name) as defined in the articles of association.

Summary of articles of association​

The Association has three main bodies: These are (1) the General Assembly, (2) the Governance Committee and (3) the Governance DAO. Shortly summarized the following applies:

  • The General Assembly is the main body of the Association and sets – besides the applicable Swiss law – the ground rules by deciding over the articles of association and regulations, subject the consent of the Governance DAO for any change of (1) the rights of the Governance DAO, (2) the purpose of the Association, or (2) the name of the Association [see article 4 Regulation General Assembly].
  • The Governance Committee is the body responsible for managing and representing the organization vis-à-vis all kind of authorities and third-parties.
  • The Governance DAO is the body, which has – within the limits of the law and the articles of association the exclusive power of organizing and further developing the Fluence ecosystem and the Web3 software protocol. The Governance DAO – and not the General Assembly – has the right to appoint and dismiss (also without valid reasons) members of the Governance Committee.

The Governance DAO decides on the Fluence ecosystem, the development of the Fluence protocol, the administration of the Association’s assets, the appointment and dismissal of members of the Governance Committee and other matters as set below.

Competences of the association's bodies​

General Assembly​

Function. From a perspective of Swiss law, the General Assembly constitutes the highest body of the Association. The General Assembly is broadly speaking deciding the main structure of the association incorporated under Swiss law. Consequently, it is eligible to adopt and amend the articles of association, subject to the consent by other bodies as set out in the articles of association.

Composition. Every member of the Association is represented in this body.

Powers. The General Assembly has the following powers:

  • to adopt and amend the articles of association and the regulations within the competence of the General Assembly;
  • to determine the membership fee (if any);
  • to dismiss members of bodies if a member of a body is (i) in breach of the articles or any regulation of the Association or for (ii) behaviour detrimental to the interests of the Association;
  • to appoint the auditors provided that a respective motion has been presented by the Governance Committee, the Governance DAO or a Member;
  • to approve the financial statements of the Association as well as the report issued by the auditors;
  • to supervise and grant discharge to the members of the bodies;
  • to decide on the annual membership fee;
  • decision on appeal of a member's expulsion effectuated by the Governance Committee or the Governance DAO;
  • other powers assigned to the General Assembly in the articles of association or the regulations.

Apart from the mentioned powers, the General Assembly has no further competences, if not otherwise required by the articles of association or by law.

Rights. The members of the General Assembly have the following rights:

  • Voting rights: Every member has one vote.
  • Each member must comply with the criteria and procedures for acceptance and disclose at least its name, surname and address.

Governance Committee​

Function. The Governance Committee forms the executive body of the Association and is responsible for the administrative activities.

Composition. The Governance Committee is composed of a minimum of three and a maximum of seven members. The members of the Governance Committee can – but are not required to – be members of the Association.

Powers. The Governance Committee performs mainly the following tasks:

  • tasks assigned to it by law, unless otherwise specified in the articles of association;
  • all mandatory regulatory filings;
  • register the Association in the commercial register and define the signatory rights if desired;
  • determine the membership criteria for the Association;
  • expel a member if a member is (i) in breach of these articles or regulation of the Association or for (ii) behaviour detrimental to the interests of the Association.

Rights. The Governance Committee shall have a veto right on resolutions by the Governance DAO if it:

  • violates any provision of these articles of association or any regulation of the Association;
  • violates any applicable law or regulation; or
  • is detrimental to the interests and not in line with the original purpose of the Association defined at the inaugural meeting.
  • The bi annual vote for Governance Members may not be vetoed

Governance DAO​

Function. The organization of the DAO is managed by the Governance DAO.

Composition. The Governance DAO is composed of any natural or legal person who lawfully holds one or more FLT tokens that participates in votes of the Governance DAO. The Governance DAO participants may – but are not required to be members of the Association.

Powers. All power neither assigned to the General Assembly nor the Governance Committee, will fall under the power of the Governance DAO. Among others, the Governance DAO has the following powers and duties:

  • designing and maintaining the process for submitting, reviewing, and evaluating project applications in connection with the Fluence ecosystem and for the allocation of project grants;
  • the review of proposals to further develop the Fluence Web3 software protocol; ethical considerations in the context of the Association's purpose and activities;
  • the administration of the Association's assets according to the Association's purpose, risk tolerance, and cash flow needs (in particular considering the requests from the Governance Committee);
  • provide proposals and opinions on proposals to amend the articles of association or regulations by the General Assembly; appoint and dismiss members of the Governance Committee;
  • create and dissolve sub-committees (sub-DAOs or guilds) incl. implementation regulations and dismiss the members of such sub-committees;
  • if certain conditions are met, the Governance DAO may expel a member of the Association.

Rights. The participant in the Governance DAO has the following rights:

  • Right to publish motions to be subject to a vote by the Governance DAO according to the requirements and thresholds of the software applications, and tools of the Fluence web3 software protocol codes, (“Fluence Governance System”).
  • Resolutions of the Governance DAO on motions shall passed according to majorities and thresholds of the Fluence Governance System.

Each FLT token entitles the participant to one vote. Voting rights are delegable.

Auditors​

If appointed by the General Assembly or required by law, the auditor shall:

  • Annually audit the accounts, books and records of the Association in accordance with Swiss law;
  • The audit report shall be delivered to the Governance Committee and approved by the General Assembly.

Other bodies​

Other bodies would need to be appointed first by the General Assembly by changing the articles of association and/or regulations. By doing so, the function, composition, powers and rights of a new body of the Association would need to be laid out in the articles of association. The Governance DAO may create sub-dao or guilds and implement appropriate regulations in this regard.