Fluence DAO (Swiss Association)
Fluence has established an association under Swiss law (Articles 60-79 of the Swiss Civil Code). This association includes a decentralized autonomous organization (DAO).
The association is a legal entity with limited liability. It has an independent identity and is governed by its members, but does not belong to any individual.
The activities of the association are determined by its bylaws, and certain matters (such as changing the purpose or name) require the approval of other institutions, as specified in the bylaws.
Summary of the Association's Bylaws
The association has three main bodies: (1) the General Assembly, (2) the Governing Committee, and (3) the Governance DAO. The summary is as follows:
The General Assembly is the main body of the association and, in addition to applicable Swiss law, has the authority to decide on the bylaws and regulations of the association, as well as any changes to the rights of the Governance DAO, the purpose of the association, or its name [see Article 4 of the General Assembly Regulations].
The Governing Committee is responsible for managing and representing the organization in its dealings with various authorities and third parties.
The Governance DAO, within the limits of the law and the bylaws, has exclusive powers to organize and further develop the Fluence ecosystem and the Web3 software protocol. The Governance DAO, not the General Assembly, has the power to appoint and dismiss (including without just cause) members of the Governing Committee.
The Governance DAO decides on the development of the Fluence ecosystem, the Fluence protocol, the management of association assets, the appointment and dismissal of members of the Governing Committee, and other matters.
Responsibilities of the Association's Bodies
General Assembly
Function. From a legal perspective, the General Assembly is the highest body of the association. The General Assembly decides on the main structure of the association. Therefore, it has the power to amend and modify the bylaws, subject to the approval of other institutions.
Composition. Each member of the association is represented in this body.
Powers. The General Assembly has the following powers:
To amend and modify the bylaws and regulations within the scope of its authority;
To determine membership fees (if any);
To dismiss members of the organization who violate the bylaws or regulations or engage in behavior harmful to the association's interests;
To appoint auditors when proposed by the Governing Committee, the Governance DAO, or members;
To approve the association's financial statements and reports issued by auditors;
To supervise and dismiss members of the organization;
To decide on annual membership fees;
To decide on appeals against the dismissal of members by the Governing Committee or the Governance DAO;
Other powers specified in the bylaws or regulations.
In addition to the above powers, unless otherwise provided in the bylaws or laws, the General Assembly has no other jurisdiction.
Rights. Members of the General Assembly have the following rights:
Voting rights: Each member has one vote.
Each member must comply with admission criteria and procedures and disclose at least their name, surname, and address.
Governing Committee
Function. The Governing Committee is the executive body of the association and is responsible for administrative activities.
Composition. The Governing Committee consists of at least three and up to seven members. The members of the Governing Committee can be members of the association or non-members.
Powers. The Governing Committee primarily performs the following tasks:
Tasks prescribed by law, unless otherwise specified in the bylaws;
All mandatory regulatory filings;
Registering the association in the commercial register and defining signing authority (if necessary);
Determining membership eligibility criteria for the association;
Dismissal of members who violate the bylaws or regulations or engage in behavior harmful to the association.
Rights. The Governing Committee has veto power over decisions of the Governance DAO if they:
Violate any provision of the bylaws or regulations;
Violate any applicable laws or regulations;
Are detrimental to the interests of the association and contrary to the original purpose of its establishment.
The election of governing members every two years cannot be vetoed.
Governance DAO
Function. The DAO is managed by the Governance DAO.
Composition. The Governance DAO consists of natural persons or legal entities who hold one or more FLT tokens legally and participate in governance DAO voting. Participants in the Governance DAO can be members of the association or non-members.
Powers. All powers not assigned to the General Assembly or the Governing Committee belong to the Governance DAO. The powers and responsibilities of the Governance DAO include:
Designing and maintaining the project application submission, review, and evaluation process related to the Fluence ecosystem, and allocating project funding;
Reviewing proposals for further development of the Fluence Web3 software protocol;
Managing association assets based on the purpose, risk tolerance, and cash flow requirements of the association (taking into account the requirements of the Governing Committee);
Providing opinions and recommendations on proposals to amend the bylaws or regulations of the General Assembly;
Appointing and dismissing members of the Governing Committee;
Creating and dissolving subcommittees (sub-DAOs or guilds), including implementing regulations and dismissing subcommittee members;
Under specific conditions, the Governance DAO has the power to dismiss members of the association.
Rights. Participants in the Governance DAO have the following rights:
Proposing motions for the Governance DAO to vote on, in accordance with the requirements and thresholds of the Fluence Web3 software protocol code (the "Fluence Governance System").
Passing motions by the Governance DAO based on the majority and thresholds of the Fluence Governance System.
Each FLT token grants the holder one vote. Voting rights can be delegated.
Auditors
If appointed by the General Assembly or required by law, auditors shall:
Annually audit the accounts, books, and records of the association in accordance with Swiss law;
Submit the audit report to the Governing Committee and obtain approval from the General Assembly.
Other Institutions
Other institutions must be appointed by the General Assembly through amendments to the bylaws and/or regulations. When doing so, the bylaws must specify the functions, composition, powers, and rights of the new institutions. The Governance DAO may create sub-DAOs or guilds and implement appropriate regulations in this regard.