ME DAO Constitution

1. Introduction

This ME DAO Constitution provides an overview of the governing framework for the holders of $ME (each, a “Tokenholder”, and collectively, the "ME DAO"), which is the governing body of the ME Network. Defined terms in this ME DAO Constitution shall have the meaning ascribed to those terms in the Bylaws and A&R M&A (as defined below) (as applicable) of the Foundation (as defined below), as amended from time to time, unless otherwise defined in this ME DAO Constitution.

Some of the rules and procedures in this ME DAO Constitution will be enforced directly on a blockchain, and some will not. All rules are equally binding. Actions taken under this ME DAO Constitution may be on-chain or off-chain actions. On-chain actions are those that are actuated directly by the governance parameters of the ME DAO as transactions on a blockchain. Off-chain actions are those that are actuated by other means.

The Foundation (as defined below) maintains a browser-based dashboard facilitating easy access to the ME Network at mefoundation.com.

The purpose of this document is to set out additional parameters, guidelines and processes for the governance framework of ME DAO and ME Foundation, a Cayman Islands foundation company.

2. Participating in the ME DAO

1. The Foundation

ME Foundation, a foundation company incorporated in the Cayman Islands (the "Foundation"), provides certain governance and related services to the ME DAO. The Foundation has adopted the Amended & Restated Memorandum of Association and Articles of Association (together, the “A&R M&A”), and Bylaws as required to establish the Foundation’s initial governance structure. Copies of the A&R M&A and Bylaws are linked here. Tokenholders have the authority to make certain decisions in relation to the Foundation and the ME Network as set forth in the Foundation Documents. The ME DAO will govern the Foundation via Tokenholder Vote, in accordance with the Foundation Documents, including through submitting and voting on MIPs as described herein.

2. Governance Procedures – ME Improvement Proposals (MIPs)

MIPs are the primary mechanism for introducing, discussing, and implementing changes to the ME DAO’s governance and operations, and the ME Network. MIPs serve as a means of fostering community discourse and decision-making within the ME DAO. 

The MIP Process consist of the following stages (the “Governance Procedures”):

Stage 1: MIP Drafting

Tokenholders wishing to author an MIP shall use the following outline to write an MIP (the “MIP Guidelines”):

1. Title, Category, and Voting Quorum required for such Category.  The title must be descriptive enough to make it clear what is being suggested but no longer than four sentences. The category must be one of the following and include the required quorum (described below):

1. Treasury MIP: allocation of developer grants, funds and incentives from the Foundation’s on-chain treasury in furtherance of the Mission (the “Treasury”);
2. ME Network Development MIP: code contributions and adjustments, protocol fees and features, developer relations and growth of the ME Network;
3. Foundation MIP: changes to the composition of the Foundation Directors, the Foundation Supervisor, the Administrator, or the Security Council Members;
4. Procedural MIP: changes to voting procedures, governance tools and guidelines, including changes to the MIP Process and the Foundation Documents; 
5. Operations MIP: special initiatives relating to branding, marketing, and operations of the Foundation; 
6. Miscellaneous MIP: any initiatives that fall outside the foregoing MIP categories.

2. Abstract:  A summary of the entire MIP, no more than a single paragraph.

3. Motivation:  A statement on why the ME DAO or the Foundation, as applicable, should implement the MIP.

4. Key Terms:  Definitions of terms specific to the MIP and industry related jargon.

5. Specification:  A detailed breakdown of what the MIP aims to change or implement, and a concrete plan outlining the necessary technologies, steps, and timeline needed to implement the MIP.

6. Benefits/Risks:  A brief analysis of the benefits and risks involved with the MIP.

7. Outcomes:  A brief summary of the desired goals and outcomes of the MIP.

8. Cost Summary:  The total cost of the MIP, broken down if needed.

9. Performance Milestones: The performance milestones for any MIPs submitted in the Treasury category, if applicable.

Stage 2: MIP Community Discussion

Draft MIPs should be submitted on a public governance forum (as designated by the Foundation from time to time which initially shall be the website located at the following link: https://github.com/me-foundation/mip by the Tokenholder author (the “MIP Governance Forum”), with the Tokenholder author addressing feedback, questions, and suggestions. Once an MIP has been posted to the MIP Governance Forum, the MIP will initially stay open for community discussion for 14 days (the “Discussion Period”). 

Stage 3: Administrator Review Period 

After the completion of the Discussion Period, the Administrator has a period of 14 days (the “Review Period”) to review the submitted MIP to ensure the following: 

(1) the MIP is in furtherance of the Mission; 

(2) for practicality, safety, and compliance with applicable laws and regulations, including Cayman Islands Law; and

(3) the submitted MIP conforms to the MIP Guidelines, including that it fits within one of the categories enumerated below, with such categories subject to changes pursuant to an MIP related to the governance process.

MIPs that do not adhere to the requirements set out above and in accordance with this ME DAO Constitution and the other Foundation Documents may be rejected by the Administrator. Once a submitted MIP is confirmed by the Administrator, the MIP may move on to the next stage.

Stage 4: MIP Submission Requirements

If a MIP completes Stages 1 to Stage 3, the finalized MIP (which may include updates following a review by the Administrator during the Review Period) will then be submitted by the Administrator or the MIP author to https://www.mefoundation/dao. (the “MIP Governance Site”) for Tokenholder voting.

The Tokenholder author of a submitted MIP may be subject to certain conditions, including any requirements under applicable laws and regulations, and any AML/KYC processes deemed necessary or advisable by the Foundation.

Stage 5: MIP Voting

MIP Voting Process

Once an MIP is approved and submitted to the MIP Governance Site, the MIP will be released for voting on the MIP Governance Forum. Tokenholders may submit “Yes” or “No” votes for MIPs for 3 days (the “Voting Period”). 

Following the Voting Period, there will be a two (2) delay delay period prior to implementation of an approved MIP (the “Delay Period”). During the Delay Period, Tokenholders who voted “Yes” during the Voting Period may change their votes to “No”. Upon completion of the Delay Period, if the number of “No” votes is greater than the number of “Yes” votes, the MIP will not pass. An MIP that receives the requisite votes after the completion of the Voting Period and Delay Period will be deemed approved for implementation.

MIP Voting Power

Governance of ME DAO is designed for users committed to protocol governance and long-term growth of the ME ecosystem. As such, ME DAO will utilize a vote-escrow model in which users can stake their Tokens for a set duration of time to accrue voting power denominated as vME ("Voting Power"). For more information regarding the vote-escrow model works, please visit https://github.com/me-foundation/vetoken.

MIP Voting Quorums

MIP voting quorums are as follows (collectively, the “Voting Quorums”):

• Treasury MIP: The holders of at least 250,000,000 vME must vote, and the number of “Yes” votes must be more than or equal to 60% of the total votes cast.
• ME Network Development MIP: The holders of at least 250,000,000 vME must vote, and the number of “Yes” votes must be more than or equal to 60% of the total votes cast.
• Foundation MIP: The holders of at least 250,000,000 vME must vote, and the number of “Yes” votes must be more than or equal to 60% of the total votes cast.
• Procedural MIP: The holders of at least 250,000,000 vME must vote, and the number of “Yes” votes must be more than or equal to 60% of the total votes cast.
• Operations MIP: The holders of at least 250,000,000 vME must vote, and the number of “Yes” votes must be more than or equal to 60% of the total votes cast.
• Miscellaneous MIP: The holders of at least 250,000,000 vME must vote, and the number of “Yes” votes must be more than or equal to 60% of the total votes cast.

Stage 6: MIP Implementation

Before the implementation of any MIP that successfully completes the Stage 5:  MIP Voting process (an “Approved MIP”), Foundation Directors may veto an MIP in accordance with applicable law or for other reasons, including inconsistencies with the Foundation’s purpose, and as set out in the Foundation's A&R M&A and Bylaws. If a Foundation Director exercises veto authority, then the Foundation Director shall disclose the veto and provide an explanation on the ME Governance Forum located at (https://github.com/me-foundation/mip) within two (2) weeks of the date of the Approved MIP.

Following the date of an Approved MIP and absent any Foundation Director veto, the Administrator will work with the MIP author, the Foundation, the Foundation’s service providers, and other parties as needed to implement the MIP. More specifically:

• MIPs requiring on-chain activity, deployment of code, or allocation from the Treasury may be executed by the Administrator, MIP author, or any Tokenholder via the MIP Governance Site as soon as commercially possible following the date of the Approved MIP; and
• MIPs requiring off-chain activity will also be submitted via the MIP Governance Site and may be executed by the Administrator, MIP author, or Foundation Director, as applicable, as soon as commercially possible following the date of the Approved MIP.

The Administrator will provide status updates on the implementation of Approved MIPs on the ME Governance Forum no less than every two (2) weeks.

MIPS – Other Considerations

MIP Conflicts

Should an MIP be in direct conflict with another MIP that is presently under consideration for voting, as determined at the good-faith discretion of the Administrator, the newer MIP shall be held back from voting until a resolution is reached on the earlier MIP in order to prevent the approval of contradictory or similar MIPs.

In the event an MIP is in direct conflict with an already approved MIP or identical to a previously unsuccessful MIP, as determined at the good-faith discretion of the Administrator, such MIP will be blocked by the Administrator at Stage 3: Administrator Review Period and shall not be permitted to proceed to vote until at least three (3) months have elapsed from the final day of the Delay Period for the MIP in question in order to prevent the squandering of community resources.

Amendments to Governance

Pursuant to a MIP Process, the Governance Procedures, Voting Quorums, Voting Power and all other governance mechanics may be amended or modified through MIPs and Tokenholder Votes. The above describes only the initial state of governance mechanics. The community is encouraged to decide the future state of governance, the ME DAO and the ME Network. Amendments to the Foundation Documents can be made in accordance with the terms of the Foundation Documents.

Security Council Emergency Actions

The Security Council shall have a right to respond to imminent security threats to the ME DAO, the ME Network, the Token, the Tokenholders, or the Foundation, including any security threat that is a critical vulnerability that could significantly impact Tokenholders, compromise the integrity, confidentiality or availability of the ME Network, the Treasury, the Token, or the operation of the ME DAO (“Security Threat”), including the right to veto MIPs which: (i) violate any provision of the Foundation Documents or any other document, policy or regulation as may be adopted by the Foundation; (ii) violates any applicable law or regulation, including any Cayman Islands Law; or (iii) is detrimental to the interests of the Foundation or the ME DAO, as determined by the Security Council (each, an “Emergency Action”, and collectively, “Emergency Actions”). In response to a Security Threat, the Security Council may convene irregularly scheduled Security Council Emergency Meetings (as defined in the Bylaws) in order to take Emergency Actions. Security Council Emergency Meetings shall be conducted in accordance with the Bylaws. 

At all times the Security Council shall act in good faith and in accordance with the purposes of the Foundation as set out in the Foundation's A&R M&A and applicable MIP. The ME DAO may curtail or eliminate the Security Council's power to perform Emergency Actions via approval and implementation of MIPs.

Security Council Non-Emergency Actions

For security, legal or other reasons, including inconsistency with the Mission, the Security Council may also act outside of an Emergency Action in relation to Approved MIPs. Any such non-Emergency Action shall be communicated to the ME DAO by the Security Council and/or Administrator on the MIP Governance Forum.

Implementation of Non-Emergency Actions may be discussed at Regular Meetings. Regular Meetings and Advisory Meetings enable the Security Council to review and implement MIPs, as applicable, take any other actions within the Security Council’s authority, and shall be conducted in accordance with the Bylaws.