IP Transfer and a Separate CU DAO Entity

Draft Proposals
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Abstract

The CU DAO is poised to make a big leap towards decentralization by establishing an independent entity endowed with inherent rights and governed by its own bylaws.

Motivation

We have an unwavering belief in the vast potential of the web3 space and it continues to inspire us to cultivate a community-owned IP.

Details

As detailed in our recent blog post, we propose this pivotal transition:

  • Creation of an Unincorporated Nonprofit Association (UNA): The Crypto Unicorns DAO will formalize as an independent entity in the form of an UNA.
  • IP and Treasury Transfer: We’re moving the general IP and treasury from Laguna Games to this new entity.

The Crypto Unicorns DAO’s IP portfolio post-transfer will include general game-related IP. This includes the game’s font, logo, and the scope for new elements and characters. The ownership of which currently resides within Laguna Games. The proposed transfer is expected to enable the community to influence the overall aesthetic and progression of the game, leading to a more community-driven game development. Figure 1 shows the relationship between the CU DAO and the sRBW holders.

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Figure 1: CU DAO and sRBW holders

A draft of the charter/governing guiding principles for the Crypto Unicorns DAO is available here for review: Crypto Unicorns DAO Guiding Principles.

Conclusion

This proposal represents a pivotal step in our journey towards true decentralization. Conferring the DAO with inherent rights is the next logical step. A ‘yes’ vote signifies our collective commitment to transfer the general IP and treasury assets to an independent Crypto Unicorns DAO, with its newly defined charter.

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Very interesting proposal. Talking with a few other Council on this. So much more information will be needed here as rereading a few times over it leaves so many questions and so much information not presented in proposal. Feels like a good rough draft. Hopefully with thoughtful dialog we can fill it out to a full proposal. Will give longer response. But the key parts missing is the constant references to currently non existing infrastructure. Proposal will need updates in current form IMO.

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Feels like we are missing a lot of information to make an informed decision.

What would LG’s role be moving forward if this passes?

How soon do they plan to implement this if it passes?

How does LG envision the DAO handling and maintaining the infrastructures for reporting, treasury management, governance, payroll, communication, identity management, potential regulatory issues such as taxation of DAO tokens, treasuries, and investments, and potentially the implementation of AML and CFT policies, etc? Also who takes responsibility for the DAO’s actions if the charter doesn’t hold up if sued or if regulators question it?

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I understand the idea being presented here. Its a great idea. Just so much to fill out. Going to take some time to figure out the most productive and helpful questions to make it succeed the way it is hoped to work. If I was to start off with a first question it would be. Will LG still be answering the phone and emails and paying the bills and running security and guarding the seed phrase to the treasury. Will everything under this proposal be essentially the same. With the only difference on paper the DAO owns the IP.

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More explanation would be great. Always in favor of community owned IP

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This was always the plan so glad we’re starting the discussion. However, there is a substantial lack of details on the exact steps of the transition. Kindly provide more information, thank you.

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Good questions asked by other councils! As for now I understand this is done for the purpose of avoiding US regulations while looking for partnerships for CU? Initially supporting this, but would like to know more as well.

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Hello, everyone!
Answering questions in one go.

The same as before, LG will continue being the developer of the core game and a member of the DAO.

How does LG envision the DAO handling and maintaining the infrastructures for reporting, treasury management, governance, payroll, communication, identity management, potential regulatory issues such as taxation of DAO tokens, treasuries, and investments, and potentially the implementation of AML and CFT policies, etc?

As the charter said, the DAO may assign someone to represent the DAO for official functions so when LG is no longer the super majority, then that is for the DAO to decide.

How soon do they plan to implement this if it passes?

It’ll be implemented as soon as possible. As for the timeline in the terms of processing the paperwork, I can’t give an estimate. :frowning: We have already worked to get the signatures of the investors relinquishing control and allowing the transfer of the the IP to the DAO. If the DAO also accepts this transfer, then the transfer will take place. If not, then the transfer will not take place. It’s still up to the DAO to accept or reject this proposed transfer.

How does LG envision the DAO handling and maintaining the infrastructures for reporting, treasury management, governance, payroll, communication, identity management, potential regulatory issues such as taxation of DAO tokens, treasuries, and investments, and potentially the implementation of AML and CFT policies, etc? Also who takes responsibility for the DAO’s actions if the charter doesn’t hold up if sued or if regulators question it?

At the start, while LG has the super majority, LG will continue acting as the custodian. However, that’s the beauty of turning our DAO into an UNA. If you check the charter, it actually says that no one person will be made accountable for the DAO.

As for now I understand this is done for the purpose of avoiding US regulations while looking for partnerships for CU?

This is a nice bonus but is not the primary reason. I have to admit, it’ll make my job easier as I’m the one handling the CEXs and they’re the ones refusing to work with US entities. Anyway, this is being done because this has always been our direction from the very start. If you check our past governance posts circa 2022, you’re going to see that we’ve promised creating a “separate entity with its own bylaws”.

Will LG still be answering the phone and emails and paying the bills and running security

We’ll be answering for the work of Laguna Games as the corporate entity and Laguna Games will continue as the primary developer of the core game as consigned by the CU DAO, along with the other developers of their respective mini-games. We will run security for our core game.

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Thanks lgNanessa, This answers a lot of my initial questions. Will try to give some more thoughtful questions here soon.

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I like the proposal, but the information as many of the council members pointed out feel incomplete.

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Thank you.

It is assumed, but are there written agreements that can be included in this proposal for naming LG as the custodian and also as the representative to the DAO for official functions?

Also, what infrastructure is in place for when/if a new custodian and representative are chosen.

12

Since this would be a big shift/move if it passes, would Aron be open to having a TH to talk more about this?

Not many people see the forum. It’d be nice for the community to know this is being presented as a proposal. It could also be helpful to hear more from Aron re: his thoughts on: pros and cons of this proposal and on the timing of it.

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Education and communication. I love it. Also would give Aron a good chance to show off what’s being built here and why it is so important for our future.

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Good step towards decentralization. I support this.

I have a question. The CM team comes under laguna games or this new entity?

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Seems the way to go but need some more time to digest all the informations and understand them better, the full meaning of it and what is going to be the impact of this.

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This is definitely a lot to take in. I am in favor of anything that moves us closer towards actual decentralization. There’s still questions that are needing clarifying that others have mentioned. I’ll come up with a complete list of my questions once I digest this all, but one thing I’m curious about:

If this passes and everything gets approved, what is LG’s role as custodian? What does that actually mean? Will we still be in “progressive decentralization” at that point? Or what will have changed between now and this next step.

Currently, as an example, LG has final say on what proposals are even allowed to go live. That has nothing to do with LG position as super majority, but rather the way the system has been created. So if this passes, will LG still be controlling what is and is not allowed to go in front of the DAO?

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Hello, again! Let me check what I can do in this regard.

Hello! The CM team is part of the Laguna Games team.

Yes, we are on the process of progressively decentralizing and this is our next step. The major change here is that LG will no longer be holding the treasury and the brand IP for Crypto Unicorns - it will be under the Crypto Unicorns DAO. Instead of LG conferring rights to the DAO by virtue of progressive decentralization, it’ll now have an inherent rights - which is what has been the aim from the very beginning.

I find this confusing as the governance council determines what gets voted on by the DAO. If you mean the forum, the charter has made the process a little bit more clearer so it’ll be enforced as is vs. making a subjective decision for each proposal/situation.

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Ok. Thanks. So if I’m reading the charter correctly regarding the proposal submission process, any proposal that is brought forth in accordance with the template shall be posted to the forum, correct?

And to be clear. What I mean by that. If someone puts forward a proposal that LG might not like or agree with, it will be published on the forum as long as it meets the template guidelines. That wasn’t the case in the past, so I’m wanting to clarify.

Also, can you provide more information around the supermajority? I assume LG still holds the supermajority. Is there any sort of estimate or expectation or goal for when that might not be the case?

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Here is a running list of questions or thoughts on this topic. Feel free to answer educate or ignore anything written here. Thanks.

Will the DAO have access to the current quarterly financial report before voting on this proposal to see where the DAO is financially. Also since the DAO will be the owner of the CU IP and treasury will the DAO have transparent records of how much and what money is being spent on if the proposal passes. Thanks

Since we are migrating chains soon. Should all mentions of polygon and changed and charter updated. Example "16. Books and Records; Accounting and Tax Matters.

(a) The DAO shall not be obligated to keep any books or records beyond what is made available via the Website or available via the Polygon blockchain."

Will LG be the Service provider for the DAO.

  1. Service Provider.

(a) Appointment and Compensation of Service Provider. The DAO shall have the right to appoint a Service Provider to perform administrative services, responsibilities, and duties to carry on the DAO’s operations, including maintenance of the Website, game front-end and its smart contracts. Crypto Unicorns shall have the right to provide the Service Provider with reasonable compensation.

“found the answer to this question” " “Service Provider” means the Person appointed by Crypto Unicorns to perform administrative services, responsibilities, and duties to carry on the DAO’s operations. The initial Service Provider shall be Laguna Games, Inc., its predecessor entities, or any future entity of Laguna Games, Inc…"

If LG stops in the future stops being the Service provider for the game. And no new service provider is found within 6 months months. How does a decentralized IP return to LG by default.

  1. Intellectual Property Abandonment

In the event that the DAO abandons any of the Assigned Intellectual Property all right, title, and interest, in the United States and throughout the world, to such Assigned Intellectual Property, shall, without the need for any additional consideration or further action, automatically revert to Laguna Games Inc.

Where do second and third party games fit into the above DAO. A example is Unicorn party which the DAO has a split of profits made from the Unicorn party along with surfs labs. How will the Treasury be paid and where will the DAO be able to see the profits split from games like these.

I smart person told me not to be afraid to ask dumb questions when something is not of your understanding. If the goal in asking is to become educated this is the fastest way to learn things you are not a expert in.

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This is correct. I think this can be projected by checking both the current circulating RBW and then all total sRBW, but I believe the initial projection is by 2025 is when we lose 50%.

If this comes to pass, then technically yes, like Venticello, jbp3, Dipbeak and Team Surf.

[quote=“timetraveler, post:19, topic:5811”]

Yeah, they’re also service providers so all their products are owned by the DAO by default since it’s being paid by the DAO.