WEBVTT

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What's up, everybody? How's it going? Welcome

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to... Welcome to the Sandowl Podcast number 60.

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Thank you so much for the raid, Lucas and Kami,

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coming from the Sandbox game. What you are in

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now is the Sandowl Podcast, which is all about

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the Sandbox DAO. Today is our 60th episode. 60

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episodes. We started this last May when the DAO

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began. And today is one of the concluding episodes

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for a four -part miniseries where we went over

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quite a bit. Started with Sandow 34. We looked

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into the sandbox style's beginnings. And then

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fast forward to Sandow 56. We did a reading of

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the Cayman Islands law. 57, which was not that

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long ago, a couple weeks ago, we did a review

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of the Dow case law. And 59, which we did last

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week, where we had two Cayman Islands. lawyers

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on to help us talk about things, all sorts of

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things regarding foundation companies, how they're

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formed, did a lot of Q &A answering. So today,

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as I mentioned, is part four, where we are going

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to do a read -through of the memo of association

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and articles of association for the Sandbox Dial

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Foundation. And a lot of these things you'll

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have already heard in a previous podcast. Thank

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you again to Kami and Lucas for rating. Hello,

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Tom Voxel, King Charles, Jazz Wolf. I see all

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y 'all in the chat. Happy you're here. So scope

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of the talk, it's going to be an analysis of

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the facts. It's going to be all things that are

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public. There's no accusation or smear campaign

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going on here. It's all about transparency to

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help us, help us to make good decisions within

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our DAO. Hello, Dr. Metaverso. Salam Avivi. All

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great people. Disclaimer. I do not represent

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the Sandbox Game or the Sandbox Foundation. I

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am not your financial or legal advisor. Nothing

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I say is to be taken as financial or legal advice.

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I'm just a community member. That's all I am.

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Just a community member. When I say the word

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SIP, I mean Sandbox Improvement Proposal. When

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I use the word DAO, I mean Decentralized Autonomous

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Organization. And when I say SandFam, I mean

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Sandbox community, those who participate in the

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people, product, and purpose of the Sandbox ecosystem.

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That ecosystem looks a little bit like this.

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We went over in Sandbox, or excuse me, Sandow31.

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It's still my highest viewed episode. Sandow31.

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Just a nice little... That was Sandow31 way,

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way back when. And today's episode is squarely

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within the DAO. Just look a little bit over here.

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Or I guess... That way, yeah, that way. It's

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squarely on the DAO here and what it is that

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we do, how we do things. So in the people sector,

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you have the gamers all the way down to the Sandbox

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team, which is thankfully, thank you very much

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for the raid, for the Sandbox team, the product,

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everything from the game client to the DAO itself,

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and the purpose was originally described in the

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white paper back in 2020 and also expounded upon

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by Sebastian Bourget and Artham of the Deed,

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who is the co -founders. And then Yatsu, who's

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chairman of Animoca Brands. All that comes together

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to form the ecosystem. I am your host, Lanzer.

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I am president of MetaWorlds, which is a studio

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we've published two experiences, Floor Droppers

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and Lava Defense, which was Game Maker Fun 2023

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and Builders Challenge 1. And we made it into

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Alpha Season 4. I still have to pinch myself

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every day that we actually made it into Alpha

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Season 4 for Floor Droppers. Today is four -part

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series. Part one was episode 56. That was way

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back in January. So two months ago. That where

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we went over Cayman Island Law. We went over

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the reading of the various laws. We actually

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read through them. Talked about all the interesting

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stuff that we had to get through in order to

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figure out. What is it that we are doing in the

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Cayman Islands? We heard a nice story from Kami

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about how things became the way they were, how

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the Cayman Islands became a British protectorate,

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why they don't have income, taxable income, or

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any sort of income on corporate revenue. Because

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story goes, way back when, they saved a British

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monarch or member of the British royal family.

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The British monarch, the king at the time said,

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what do you want? It's yours. And they said,

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we want to be never taxed by the British Empire.

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And hence why they still do it. That's a myth.

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And I will, when I do probably part five, I'm

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going to try and get the lawyers back on, do

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a Q &A. I'm going to ask them that because they

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live there. So that was part three. So part one

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was researching the Cayman Islands law. We talked

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about it. We applied it as best we could. Then

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part two, we discussed with Ernest Lee, a practicing

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attorney in the United States. We talked about

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case law, what has been decided in court. Comparison

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of DUNA's, LLD's, DAO LLC's, and trusts to Gurney

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Trusts. Part three, we just did, which was a

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look into foundation companies, DAOs, and virtual

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assets. That was a Q &A with Melissa and Carolyn

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from Walker's Global, a law firm, international

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law firm, by the way, that is currently servicing

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DAOs. So all my friends over at ApeCoinDAO, And

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Star Atlas DAO, Walker's Global is helping to

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represent you. And they are also providing some

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company management services in the Grand Cayman

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Islands. Today is part four. So we're going to

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recap a little bit how we got here. Sandow 34,

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56, 57, 59. Then we would be doing a reading

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of the Memo Association, the Articles Association,

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the Bylaws. Look, take you into the entity search

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within Cayman Islands Registry so you can see

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a lot of this for yourself. And our remaining

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Q &A, if there is a part five, it will be to

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carry over that Q &A with the lawyers from our

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friends over at Walker's Global, who was fabulous.

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Take a go look at episode 59. So let's get into

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this recap. All right. We're going to breeze

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through this just like we did with episode 59.

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So episodes 34, 56, 57, and 59 are the foundation

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of what you're about to hear now. So we talked

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a little bit about the relationship map, what

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I thought was going on when it came to who did

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what, all the entities at play. It looked a little

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bit like this, and I still know that there are

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some things in here that are not correct. So

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if I can get time to it before the next podcast

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episode, I'll correct a lot of this. I'm pretty

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sure Fleet Collective is not a part in play as

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much as I thought. And then there's some relationship

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here stuff that has been clarified by Cyril.

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And there's going to be a future Digging in the

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Sand podcast episode, which will clarify a lot

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of this. So, wonderful stuff. I mentioned last

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episode, in episode 59, that it looked weird

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at first, when we first did this in episode 34,

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way back when, that it looked weird that all

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of the DAL's key players were on the same street

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in the same town on the island. But, but, as

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we looked into episode 56, we started to understand

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why that actually occurred. There are some really

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good reasons why Cayman entities are providing

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all of these services. It's a small island. It's

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a very small island. So that business district

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right there is where all this stuff happens.

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So it's actually not that unusual to Cayman Island,

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people who live in the Cayman Islands, which

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as we learned from our guests in the last episode,

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there are actually three Cayman Islands. So Grand

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Cayman Islands is just the biggest one where

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all this stuff happens. Did not know that. Fascinating

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stuff. Hey, play a game for fun. Good to see

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you in the chat. Thank you for coming. And Tom,

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thank you for the congratulations. Yes, this

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is episode 60. Six zero. So all of the reading

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that we did through in episode 56 where we read

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through the law, we actually read through all

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the hundreds of pages it was. There are some

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good reasons why management services, the director,

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the secretary, legal counsel on management services,

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you'll find them in the Grand Cayman Islands.

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It's a very robust business environment. It's

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tax -friendly. It views laws favorably. And also,

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as we learned in the last episode, the tokens

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are not seen as securities by the Grand Cayman

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Islands. So there are a lot of benefits to DAOs

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going to the Grand Cayman Islands. So we started

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going through the REG stack. That was our Companies

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Act, our Foundation's Company Law. Our Companies

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Management Act, our Director's Registration and

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Licensing Law, the Citation of Acts of Parliament

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Law, the Virtual Asset Service Provider Act,

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and the Securities Investment Business Law. All

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right, that was part one. And then in part two,

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we went over the case law with earnest. And then

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part three, which we just did, was our professional

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law from input from Walker's Global. So when

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you look at all of these key words, all in the

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foundation documents for the RDAO, you start

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to see all of these buzzwords, right? And in

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episode 56, when we did the red stack, reg stack,

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we went over all of these words and you should

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have a pretty good understanding if you've watched

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them by now, what a subscriber is. Why did we

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pay $50? What is a memo of association? What

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is limited by guarantee? What is a foundation

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company? Why does it need to be without any share

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capital for us? All of these things became important.

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And as we read through them today, you will now

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understand how they all apply, which is what

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today's episode is about, applying everything

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we've learned. We also went through what I thought

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was happening, my best guess for the creation

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of the foundation company. And as we learned

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in episode 59, I got a few things wrong. That's

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okay. I did the best I could with what I had.

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And then the experts came on in episode 59, clarified

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a bit more. where the DAO selects service providers

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and selects its legal advisor. That legal advisor

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then provides advice. The DAO will select its

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corporate services. So that's director and the

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service, the secretary. The secretary is licensed

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by SEMA. The director is not. Most of the time

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we learned in episode 59, the director is not

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licensed by the director's registration licensing

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law. That would only apply under security. So

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I did get that one right when I questioned it.

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We reflect it here. And then the Memorandum of

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Association, the Articles of Association, which

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is called the Constitution, it's created. The

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registrar will declare the foundation company

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to be a foundation company. And it's incorporated

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within the Grand Cayman Islands. All of that

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means that you can become a foundation company

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and start doing stuff, start dowing for us. And

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there's still a question to me as to how that

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plays out day to day. But we are learning that

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a lot more now with Digging in the Sand podcast,

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with Cyril explaining how things work, and also

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with our lawyer guests, who I hope to have back

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on, and we can start talking about a little bit

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how these entities and responsibilities all play

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together. But today we'll be answering that for

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ourselves. That TLDR was in the foundation company.

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That foundation company word is both the name

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of the sandbox DAO and a type of company within

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the Grand Cayman Islands. It's flexible in how

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it's structured and operates. An exempted company

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means the company that does business outside

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of the Grand Cayman Islands. Limited by guarantee

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means that a member of the foundation can only

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lose what they put into the company. Without

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any share capital means that as far as units

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of ownership, no units of ownership were created

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when the company, the foundation company, was

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formed. Articles in Memorandum of Association

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means the memo creates the foundation company,

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the articles describe how it will be operated,

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and the bylaws establishes internal business

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rules. All three of which we will be reading

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through today. Lots of business is done in the

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Cayman Islands. Almost 1 ,000 companies registered

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in one month alone, and there are 121 ,000 companies

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that are active within the Grand Cayman Islands.

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That is a lot of business being done. Foundation

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roles are flexible and varied. That is why you

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see a lot of resignation, stand up things, and

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all the stuff we described in our last episode,

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episode 59. Subscriber and secretary roles are

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very important. Member, director, officer, supervisor,

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manager roles all seem secondary, but that's

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only to how the foundation is stood up. As we

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learned in episode 59, there is a transition

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from a director -led to a token holder -led.

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All right, we also then in part two, that's episode

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57, Sandow 57 with Ernest, who is a practicing

00:13:33.200 --> 00:13:35.820
lawyer in the United States. We talked about

00:13:35.820 --> 00:13:39.320
all of the current DAOs things that are happening

00:13:39.320 --> 00:13:44.879
with Aoki DAO, BCX DAO, Lido DAO, some things

00:13:44.879 --> 00:13:47.539
that are currently on our minds. We also went

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over some opinions, some different court decisions,

00:13:50.419 --> 00:13:55.080
how it plays into the Dapper Labs, Uniswap, Tornado

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Cash, Compound DAO. Coinbase, which I just watched

00:13:58.179 --> 00:14:01.220
another episode with Coinbase and their lawyer

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talking about how the changing administration

00:14:03.120 --> 00:14:06.919
is bringing different regulatory changes. So

00:14:06.919 --> 00:14:13.000
check out that. Just look Coinbase lawyer podcast

00:14:13.000 --> 00:14:16.460
and you'll see some of the ones that just was

00:14:16.460 --> 00:14:20.179
posted. We looked over the SEC's investigative

00:14:20.179 --> 00:14:23.779
report back in 2017. Also, its framework in April

00:14:23.779 --> 00:14:26.679
2019. And then we talked about some important

00:14:26.679 --> 00:14:29.440
jurisdictional things, concepts called the Long

00:14:29.440 --> 00:14:32.440
Arm Statute, which basically means that the United

00:14:32.440 --> 00:14:37.539
States can touch or sue a company outside of

00:14:37.539 --> 00:14:39.720
the United States. The Conducts and Effects Test

00:14:39.720 --> 00:14:42.320
and the Dodd -Frank Act, which pretty much reinforces

00:14:42.320 --> 00:14:46.720
what I just said. All right. We also went over

00:14:46.720 --> 00:14:49.240
the United States version of a foundation company

00:14:49.240 --> 00:14:52.799
called a Dow LLC, how Tennessee, Vermont, Utah,

00:14:52.919 --> 00:14:56.139
Wyoming all have different types. of DAO LLCs,

00:14:56.159 --> 00:14:59.620
and particularly what you hear a lot nowadays

00:14:59.620 --> 00:15:02.860
is the DUNA, the Centralized Unincorporated Nonprofit

00:15:02.860 --> 00:15:05.379
Association, which we learned under the state

00:15:05.379 --> 00:15:08.980
of Wyoming takes a nonprofit LLC approach to

00:15:08.980 --> 00:15:13.740
DAOs, whereas an LLD, a Limited Liability Decentralized

00:15:13.740 --> 00:15:17.059
Autonomous Organization, LLD, is in the state

00:15:17.059 --> 00:15:20.379
of Utah. They take a more for -profit approach

00:15:20.379 --> 00:15:24.990
to DAO LLCs. All right, we went over all of that.

00:15:26.190 --> 00:15:29.169
And then we went into our opinion pieces that

00:15:29.169 --> 00:15:33.029
we were looking at, one of which was the Walker's

00:15:33.029 --> 00:15:37.210
Global. Those two authors were Melissa Lim and

00:15:37.210 --> 00:15:40.210
Carolyn Kelly, who we just had on in our episode

00:15:40.210 --> 00:15:45.049
59. That was part three. We went over why would

00:15:45.049 --> 00:15:48.370
a Dow form a Cayman Islands Foundation company

00:15:48.370 --> 00:15:50.480
in the Cayman Islands? We learned a lot of cool

00:15:50.480 --> 00:15:52.820
stuff about separate legal personalities, it

00:15:52.820 --> 00:15:55.480
being memberless, the shield of liability, real

00:15:55.480 --> 00:15:57.539
world contracts that it can do things off chain.

00:15:57.940 --> 00:16:00.460
We went over through a timeline of events that

00:16:00.460 --> 00:16:03.899
basically went over how foundation companies

00:16:03.899 --> 00:16:06.159
are formed. And this is according to Walker's

00:16:06.159 --> 00:16:10.460
Global. So Walker's Global is one council that

00:16:10.460 --> 00:16:13.779
you can choose to do it of many. And clearly

00:16:13.779 --> 00:16:16.919
Walker's Global knows has done this a lot. An

00:16:16.919 --> 00:16:19.879
international firm. So they went through the

00:16:19.879 --> 00:16:21.720
whole director -led, the token -holder -led,

00:16:21.860 --> 00:16:24.399
which I did not know. That was the most surprising

00:16:24.399 --> 00:16:27.320
thing, is the phased approach that DAO companies

00:16:27.320 --> 00:16:31.600
take. And then we went, what documents are required

00:16:31.600 --> 00:16:34.139
to form a foundation company? That is the basis

00:16:34.139 --> 00:16:37.539
of today, which is the Memorandum of Association,

00:16:37.919 --> 00:16:41.480
the Articles of Association. We'll be talking

00:16:41.480 --> 00:16:44.919
through all of these things here today. Episode

00:16:44.919 --> 00:16:48.340
60, Part 4, you are now caught up. But if you

00:16:48.340 --> 00:16:50.679
want to take a look at those episodes in depth,

00:16:50.860 --> 00:16:55.940
56, 57, 59, and 60, and you'll see all the stuff

00:16:55.940 --> 00:16:59.000
we learned up until today. Hey, Play Games for

00:16:59.000 --> 00:17:03.360
Fun, how are you doing in the chat? So here's

00:17:03.360 --> 00:17:05.039
how we're going to approach today. We're going

00:17:05.039 --> 00:17:08.640
to take a look at all of the things that are

00:17:08.640 --> 00:17:12.039
in Sips 1, 2, and 3. And we're going to do this

00:17:12.039 --> 00:17:15.480
from scratch. I used to have this whole, like,

00:17:15.480 --> 00:17:19.609
pre -prepared things. We take in all of what

00:17:19.609 --> 00:17:22.990
we learned from the past four parts. I'm going

00:17:22.990 --> 00:17:24.609
to do this from scratch as if I've never seen

00:17:24.609 --> 00:17:28.289
this before. But having read and understood everything

00:17:28.289 --> 00:17:30.609
that we have talked about up until this point.

00:17:31.390 --> 00:17:33.549
Okay, so we're going to start with the Memorandum

00:17:33.549 --> 00:17:35.430
of Association, which is called the Constitution.

00:17:35.950 --> 00:17:38.150
The Article of Association, which is also part

00:17:38.150 --> 00:17:39.829
of the Constitution. Then we're going to go through

00:17:39.829 --> 00:17:43.509
the bylaws, which is not the Constitution. And

00:17:43.509 --> 00:17:45.150
you'll go over why that's important that I line

00:17:45.150 --> 00:17:49.160
that out there. The sandbox style entity search.

00:17:49.319 --> 00:17:51.039
We'll look at the stamp dial document search.

00:17:51.220 --> 00:17:53.220
And the regulated entities. All of which you

00:17:53.220 --> 00:17:56.000
can publicly search for yourself. Right now.

00:17:56.079 --> 00:17:58.440
If you really wanted to. Alright. Then we'll

00:17:58.440 --> 00:18:00.440
go over whatever remaining questions that we

00:18:00.440 --> 00:18:04.380
have. As we talk through all this stuff. And

00:18:04.380 --> 00:18:07.420
then we will conclude. And talk about what's

00:18:07.420 --> 00:18:12.819
going to happen next. Okay. Playgameforfun said.

00:18:13.039 --> 00:18:15.059
He's doing good. Trying to create mini games.

00:18:15.400 --> 00:18:18.029
Yep. Builders Challenge 3 is. Start it right

00:18:18.029 --> 00:18:21.710
around the corner or start it. So please participate

00:18:21.710 --> 00:18:23.710
if you'd like. Participate in our ecosystem.

00:18:24.130 --> 00:18:27.289
If you are new, go check out the Game Maker and

00:18:27.289 --> 00:18:31.410
the VoxEdit. It's free. It's in -house. And go

00:18:31.410 --> 00:18:33.289
sign up for Magic Palette, which will make your

00:18:33.289 --> 00:18:36.049
life so much easier when it comes to creating

00:18:36.049 --> 00:18:40.089
your maps, creating your experiences. All right,

00:18:40.109 --> 00:18:44.349
let's get into it. So we start first with the

00:18:44.349 --> 00:18:47.450
Memorandum of Association. It is part of the

00:18:47.450 --> 00:18:49.869
Constitution. The Constitution is the memo and

00:18:49.869 --> 00:18:55.089
the articles. Well, the Sandbox Foundation and

00:18:55.089 --> 00:18:58.150
currently the Memo Association is mentioned in

00:18:58.150 --> 00:19:05.750
SIP number two. SIP number two is, we'll go to

00:19:05.750 --> 00:19:08.769
our proposals here on our website, the sandbox

00:19:08.769 --> 00:19:12.309
.website. Go under proposals, voting SIPs. If

00:19:12.309 --> 00:19:15.009
you scroll all the way down the bottom, go to

00:19:15.009 --> 00:19:19.250
page two. Go to SIP number two here. And you'll

00:19:19.250 --> 00:19:24.690
see SIP number two. Was it resubmitted SIP? The

00:19:24.690 --> 00:19:27.650
Sandbox Foundation. All right, we're not going

00:19:27.650 --> 00:19:30.309
to spend a whole lot of time here. This is publicly

00:19:30.309 --> 00:19:36.950
available. It can be read quite easily. So here

00:19:36.950 --> 00:19:41.769
is SIP number two. It had a yes vote. 93 % of

00:19:41.769 --> 00:19:46.170
the community voted yes. This SIP wanted to recognize

00:19:46.170 --> 00:19:48.670
the role of and to approve the steps taken to

00:19:48.670 --> 00:19:51.930
form the Sandbox Foundation as a legal entity

00:19:51.930 --> 00:19:55.450
supporting the Sandbox DAO. There is a lot of

00:19:55.450 --> 00:19:58.049
stuff in here that's really interesting. We will

00:19:58.049 --> 00:20:02.470
go over the actual document itself. So the foundation

00:20:02.470 --> 00:20:04.329
will be supported by a professional independent

00:20:04.329 --> 00:20:07.470
director, a supervisor, a secretary, and a registered

00:20:07.470 --> 00:20:12.430
office, legal and compliance council. Okay, so

00:20:12.430 --> 00:20:16.039
the author of the SIP was Arasakyo. And ratify

00:20:16.039 --> 00:20:18.359
the engagement of the law firm Travers Thorpe

00:20:18.359 --> 00:20:22.680
Alberga TTA as legal counsel. Ratify the constitution

00:20:22.680 --> 00:20:26.500
of the constitutional documents of the foundation.

00:20:26.980 --> 00:20:29.339
Formally recognize the foundation as a Cayman

00:20:29.339 --> 00:20:32.359
Island entity aligned with and supporting the

00:20:32.359 --> 00:20:34.680
DAO. That's the wrapping of the DAO that we learned

00:20:34.680 --> 00:20:38.720
about in episode 59. Ratify international. Corporation

00:20:38.720 --> 00:20:41.259
Services Limited as a professional provider of

00:20:41.259 --> 00:20:43.980
secretary and registered services to the foundation.

00:20:45.259 --> 00:20:47.500
Ratify International Protectors and Advisors

00:20:47.500 --> 00:20:50.579
Limited as the founder and supervisor to the

00:20:50.579 --> 00:20:53.799
DAO. So those key words there, we're about to

00:20:53.799 --> 00:20:55.740
learn about. Well, we already learned about,

00:20:55.799 --> 00:20:57.980
we're about to read. Ratify the legal expenses.

00:20:58.460 --> 00:21:01.140
Ratify the engagement of Michael Robinson as

00:21:01.140 --> 00:21:03.180
a professional independent director of the foundation

00:21:03.180 --> 00:21:07.730
and associated fees. So here we talk a lot of

00:21:07.730 --> 00:21:09.609
stuff here that we're about to read through.

00:21:09.890 --> 00:21:14.150
All right, so these are some TLDRs, but we're

00:21:14.150 --> 00:21:17.470
going to go through this in its entirety. Cayman

00:21:17.470 --> 00:21:19.109
Island Law requires a supervisor. We learned

00:21:19.109 --> 00:21:23.490
about that in episode 56, I believe it was, right?

00:21:23.589 --> 00:21:25.670
That was the one where we first went into the

00:21:25.670 --> 00:21:27.930
reading through everything. So we learned about

00:21:27.930 --> 00:21:37.759
it here, episode 56. the law which we learned

00:21:37.759 --> 00:21:46.220
about in 56 over here and they engaged tta to

00:21:46.220 --> 00:21:49.059
advise the foundation's formation there's a lot

00:21:49.059 --> 00:21:52.279
of benefits to it and there's a risk analysis

00:21:52.279 --> 00:21:54.420
that the found the cayman island foundation is

00:21:54.420 --> 00:21:56.960
not a guarantee the dow members will not be found

00:21:56.960 --> 00:21:59.519
liable for actions taken by the foundation based

00:21:59.519 --> 00:22:02.380
on the vote of such members the reason why as

00:22:02.380 --> 00:22:05.450
we learned was because In episode 57, we talked

00:22:05.450 --> 00:22:09.690
to Ernest. There's a lot of unresolved case law.

00:22:09.809 --> 00:22:13.630
And in 59, with our Cayman Islands lawyer guests,

00:22:13.869 --> 00:22:16.250
we learned that a lot of these things have not

00:22:16.250 --> 00:22:18.529
been fully tested yet because foundation companies

00:22:18.529 --> 00:22:25.789
are only four, five, six years old. Okay. And

00:22:25.789 --> 00:22:29.130
we went over a summary here. There were some

00:22:29.130 --> 00:22:31.670
legal fees that we approved, some director services

00:22:31.670 --> 00:22:36.119
that we approved. Metrics of success is that

00:22:36.119 --> 00:22:38.619
the foundation is ratified. And here we go, the

00:22:38.619 --> 00:22:40.920
appendix. The appendix is where you will find

00:22:40.920 --> 00:22:43.240
the articles and the memorandum of association.

00:22:43.700 --> 00:22:50.240
So we are currently talking about the memo of

00:22:50.240 --> 00:22:57.660
association. And let's go. Let's read through

00:22:57.660 --> 00:23:02.250
it. While I'm reading, I'm going to be adding

00:23:02.250 --> 00:23:04.769
to this. That's going to be the whole thing.

00:23:04.890 --> 00:23:09.809
And then we will do that until we are done. It

00:23:09.809 --> 00:23:12.829
will take as long as it takes because this episode

00:23:12.829 --> 00:23:15.069
I've been building up to for a long time. So

00:23:15.069 --> 00:23:16.450
it's going to take as long as it's going to take.

00:23:18.569 --> 00:23:22.970
Here we go. So I just clicked the link in SIP

00:23:22.970 --> 00:23:26.069
number two. You can look at this as well. It

00:23:26.069 --> 00:23:28.650
has a cover page, Memorandum of Association of

00:23:28.650 --> 00:23:31.160
the Sandbox Foundation. A foundation company

00:23:31.160 --> 00:23:33.660
limited by guarantee without any share capital.

00:23:33.960 --> 00:23:36.740
So over in our TLDR earlier in this episode,

00:23:36.779 --> 00:23:39.099
we went over what these words mean. Limited by

00:23:39.099 --> 00:23:43.880
guarantee means the founders only are liable

00:23:43.880 --> 00:23:46.480
for what it is that they guarantee. So normally

00:23:46.480 --> 00:23:49.279
that's money or assets that they give to the

00:23:49.279 --> 00:23:51.559
foundation company. Without any share capital

00:23:51.559 --> 00:23:54.559
means that the founders, there are no shareholders

00:23:54.559 --> 00:23:58.559
that have any units of ownership. Okay? Down

00:23:58.559 --> 00:24:01.319
on the cover page is the registered office, which

00:24:01.319 --> 00:24:06.480
we learned in Sandow 56 is required. You have

00:24:06.480 --> 00:24:08.980
to have a registered office, and you must, in

00:24:08.980 --> 00:24:11.099
the articles, explain where they are located.

00:24:11.319 --> 00:24:15.319
So we did some explanations for where South Shore

00:24:15.319 --> 00:24:18.119
Street was in Georgetown on the Grand Cayman

00:24:18.119 --> 00:24:22.000
Islands and the building that it was in. So that

00:24:22.000 --> 00:24:28.549
was... That was... This one here in the Grand

00:24:28.549 --> 00:24:33.309
Cayman Islands. Right there. Harbor. Harbor Building

00:24:33.309 --> 00:24:36.849
and Oogland Building. That's on South Church

00:24:36.849 --> 00:24:40.849
Street. Okay. Down here in the bottom right,

00:24:40.950 --> 00:24:46.569
you might, probably easy to miss, is, hold on

00:24:46.569 --> 00:24:52.309
just a second. Okay. So in the top right, you'll

00:24:52.309 --> 00:24:58.700
see the Grand Cayman Islands there. An exempted

00:24:58.700 --> 00:25:01.500
foundation company registered and filed as number

00:25:01.500 --> 00:25:05.940
404930 on 20 November 2023. When we get to the

00:25:05.940 --> 00:25:09.400
entity search, you'll see just how you can use

00:25:09.400 --> 00:25:11.380
that information to publicly search things that

00:25:11.380 --> 00:25:13.140
are publicly available. I will show you how to

00:25:13.140 --> 00:25:16.140
do that. An exempted company means that it is

00:25:16.140 --> 00:25:18.440
exempted from a lot of the rules that accompany

00:25:18.440 --> 00:25:22.599
in the Grand Cayman Islands. So any normal business

00:25:22.599 --> 00:25:24.460
in the Grand Cayman Islands, like the local feed

00:25:24.460 --> 00:25:27.420
store or the... Dayton Tackle Shop, whatever.

00:25:27.740 --> 00:25:30.039
They are not an exempted foundation company.

00:25:30.279 --> 00:25:32.720
They're not an exempted company. Whereas a foundation

00:25:32.720 --> 00:25:35.039
company is exempted, meaning it does its business

00:25:35.039 --> 00:25:38.940
outside of the Grand Cayman Islands. So there's

00:25:38.940 --> 00:25:40.619
the assistant registrar, which is a required

00:25:40.619 --> 00:25:43.819
signature in order to make this document go into

00:25:43.819 --> 00:25:46.680
effect. And then down below, we have the authorization

00:25:46.680 --> 00:25:49.099
code. That is an important thing if you want

00:25:49.099 --> 00:25:53.579
to search what this document is in the public

00:25:53.579 --> 00:26:02.579
search. So authorization code H61869906112. And

00:26:02.579 --> 00:26:05.599
you can verify it there. The link, verify .gov

00:26:05.599 --> 00:26:09.000
.ky. I already did that for you. I will show

00:26:09.000 --> 00:26:12.559
you later on what that looks like. All right.

00:26:12.839 --> 00:26:16.599
Page two of five. Memorandum of association of

00:26:16.599 --> 00:26:18.880
the Sandbox Foundation, a foundation company

00:26:18.880 --> 00:26:20.960
limited by guarantee without any share capital.

00:26:21.539 --> 00:26:25.039
Okay, so it kind of repeats there. Section one,

00:26:25.180 --> 00:26:28.539
the name of the foundation company is the Sandbox

00:26:28.539 --> 00:26:30.980
Foundation. As we learned, the foundation is

00:26:30.980 --> 00:26:35.579
not just a noun, it is also a verb. It describes

00:26:35.579 --> 00:26:39.160
what type of company we have in the Grand Cayman

00:26:39.160 --> 00:26:42.039
Islands. Section two, the foundation company

00:26:42.039 --> 00:26:44.779
is a company within the meaning of the Companies

00:26:44.779 --> 00:26:49.480
Act, revised, and a foundation company within

00:26:49.480 --> 00:26:52.119
the means of the Foundations Company Act. And

00:26:52.119 --> 00:26:54.470
again, the reason why you'll see Foundation Company

00:26:54.470 --> 00:26:57.390
Law, Companies Law, Companies Act, Foundation

00:26:57.390 --> 00:27:01.269
Company Act is because in one of the read -throughs

00:27:01.269 --> 00:27:04.490
that we did in our reg stack for Sandow 56, we

00:27:04.490 --> 00:27:07.769
learned that what used to be called law was then

00:27:07.769 --> 00:27:09.569
revised to everything was going to be called

00:27:09.569 --> 00:27:14.230
an act back in like 2019, 2020. So that was something

00:27:14.230 --> 00:27:18.509
that I guess the ruling body of the Grand Cayman

00:27:18.509 --> 00:27:21.519
Islands decided to reduce confusion. We're just

00:27:21.519 --> 00:27:22.960
going to call everything that used to be called

00:27:22.960 --> 00:27:27.380
a law is now called an act. Okay. The registered

00:27:27.380 --> 00:27:30.019
office of the foundation company shall be at

00:27:30.019 --> 00:27:32.519
the offices of Air National Corporation Standards

00:27:32.519 --> 00:27:36.539
Limited, PO Box 472, 2nd Floor, Harbor Place,

00:27:36.759 --> 00:27:40.200
103 South Church Street, Georgetown, Grand Caymans,

00:27:40.319 --> 00:27:45.420
KY1 -1106, in the Grand Caymans, or at such other

00:27:45.420 --> 00:27:47.640
place as the directors may from time to time

00:27:47.640 --> 00:27:50.119
decide. So there's your exemption right there.

00:27:50.490 --> 00:27:54.069
Where are the Grand Cayman Islands? We have a

00:27:54.069 --> 00:27:56.529
foundation company that's exempted under them,

00:27:56.630 --> 00:27:58.910
but we're allowed to do business anywhere in

00:27:58.910 --> 00:28:02.069
the world. So that was down here in the bottom

00:28:02.069 --> 00:28:05.569
right, that screen here we're looking at. This

00:28:05.569 --> 00:28:08.829
is where the buildings are. If you do a Google

00:28:08.829 --> 00:28:13.089
Maps street view and look up Harbor Place 103

00:28:13.089 --> 00:28:15.769
South Shore Street, there it is. And look at

00:28:15.769 --> 00:28:19.539
Sandow 56. for the revelation and the breakdown

00:28:19.539 --> 00:28:26.720
of that. Okay. So section three, the objects

00:28:26.720 --> 00:28:28.599
for which the foundation company is established

00:28:28.599 --> 00:28:33.519
are section A, subsection A, to independently

00:28:33.519 --> 00:28:36.099
support, educate, and encourage the use and adoption

00:28:36.099 --> 00:28:39.740
of the sandbox ecosystem and related infrastructure

00:28:39.740 --> 00:28:42.920
and digital assets to include sand, land, and

00:28:42.920 --> 00:28:48.279
other NFTs. Okay. We established in episode 59

00:28:48.279 --> 00:28:56.779
with our guest lawyers that if you may or may

00:28:56.779 --> 00:28:59.059
not be applicable to the Virtual Asset Service

00:28:59.059 --> 00:29:02.680
Providers Act, we don't believe we are. However,

00:29:02.960 --> 00:29:06.900
we would need our lawyers, who is TTA, Trevors,

00:29:06.900 --> 00:29:11.339
Thorpe, and Alberga, to advise us, our foundation

00:29:11.339 --> 00:29:14.799
company, whether or not we are. I have not heard

00:29:14.799 --> 00:29:17.400
from them. I have not asked them that question.

00:29:17.599 --> 00:29:21.559
So I do not know what their advice is to our

00:29:21.559 --> 00:29:24.720
DAO admin team. But I'll probably ask that sometime

00:29:24.720 --> 00:29:26.940
in the future. Maybe that's one of my Q &As.

00:29:27.220 --> 00:29:31.480
Hey, how about that? That's the whole point of

00:29:31.480 --> 00:29:33.519
this thing. All right. So what is the question?

00:29:34.000 --> 00:29:39.539
On page two. All right. And I'm down here. So

00:29:39.539 --> 00:29:50.059
this. So on page two. Section 3A, we want to

00:29:50.059 --> 00:29:55.759
know, does the VASP, which is a Virtual Asset

00:29:55.759 --> 00:30:02.140
Service Provider Act, apply to the Sandbox DAO

00:30:02.140 --> 00:30:05.599
Foundation? All right. And we want to reference

00:30:05.599 --> 00:30:11.119
the digital assets word. Okay. So there you go.

00:30:11.180 --> 00:30:17.319
There is one question already. Back to our memo.

00:30:17.380 --> 00:30:21.660
So subsection B under paragraph or section three,

00:30:21.759 --> 00:30:25.660
to act as a holding company and investment company

00:30:25.660 --> 00:30:28.859
with no restrictions on the obligations, excuse

00:30:28.859 --> 00:30:32.140
me, on the objects or operations of its subsidiaries

00:30:32.140 --> 00:30:34.759
or on the nature of its or their investments.

00:30:34.859 --> 00:30:39.400
So we learned in episode 59 from our Cayman Islands

00:30:39.400 --> 00:30:44.039
lawyers guess that. In order to ensure that,

00:30:44.099 --> 00:30:47.119
sometimes to ensure that it remains compliant,

00:30:47.380 --> 00:30:49.519
Cayman Island law and that the Security Investment

00:30:49.519 --> 00:30:52.940
Business Act or the Virtual Asset Service Provider

00:30:52.940 --> 00:30:56.759
Act does not become applicable because that increases

00:30:56.759 --> 00:30:59.019
your registration requirements from your director.

00:30:59.220 --> 00:31:04.740
So right now we are most likely not, we do not

00:31:04.740 --> 00:31:08.180
have a registered director under the Director's

00:31:08.180 --> 00:31:11.509
Registration Licensing Act. Let's make that another

00:31:11.509 --> 00:31:16.009
question. Is our director a licensed director

00:31:16.009 --> 00:31:22.069
under the DIRLL? The director's... Let's look

00:31:22.069 --> 00:31:24.470
at our registration, our reg stack. What was

00:31:24.470 --> 00:31:28.490
that again? Our director's registration and licensing

00:31:28.490 --> 00:31:33.890
law. So it's the DIRLL. Excuse me. And there

00:31:33.890 --> 00:31:36.769
are three types of directors. We learned that

00:31:36.769 --> 00:31:41.960
in Sandow 56. independent corporate and i can't

00:31:41.960 --> 00:31:45.119
remember the third right now but is our director

00:31:45.119 --> 00:31:49.480
licenses under the drll that is uh that brings

00:31:49.480 --> 00:31:52.519
into a whole lot of new stuff so where i'm seeing

00:31:52.519 --> 00:31:55.000
some keywords here is a holding company an investment

00:31:55.000 --> 00:31:58.299
company so does the security investment business

00:31:58.299 --> 00:32:02.640
act siba does that apply we learned about that

00:32:02.640 --> 00:32:08.279
more in 56 and also 59 when our Cayman Island

00:32:08.279 --> 00:32:12.160
lawyer guests went over those things and how

00:32:12.160 --> 00:32:15.099
it could be applicable. But we would need our

00:32:15.099 --> 00:32:20.220
legal counsel that we pay as a SanFam, the TTA,

00:32:20.400 --> 00:32:22.859
we would need them to advise us. Are they? Are

00:32:22.859 --> 00:32:28.039
we? So we want to know. And this is again, page

00:32:28.039 --> 00:32:31.759
two, section three. This is section B, section

00:32:31.759 --> 00:32:37.839
three B. Again, section three B is. Does the

00:32:37.839 --> 00:32:42.119
CIBA, Security Investment Business Act, apply

00:32:42.119 --> 00:32:46.980
to the Sandbox DAO Foundation? We would like

00:32:46.980 --> 00:32:49.400
to know that. Is our director a licensed director

00:32:49.400 --> 00:32:56.359
under DRLL? Okay. So those are already four questions

00:32:56.359 --> 00:33:00.599
we have we'd like to ask. All right. Section

00:33:00.599 --> 00:33:06.779
3C. The objects for which the foundation company

00:33:06.779 --> 00:33:08.960
is established are to provide financial assistance

00:33:08.960 --> 00:33:12.819
or benefits to beneficiaries designated under

00:33:12.819 --> 00:33:15.839
the Articles of Association. So one thing I was

00:33:15.839 --> 00:33:20.859
curious about from Sandow56 is, who are the beneficiaries?

00:33:22.720 --> 00:33:27.180
Is our DAO, our voting DAO, our SanFam, are they

00:33:27.180 --> 00:33:31.400
the beneficiaries? Who would that be? Is it SanFam?

00:33:31.740 --> 00:33:34.460
All right. So again, you can see down here in

00:33:34.460 --> 00:33:36.720
the bottom, bottom middle, I am updating these

00:33:36.720 --> 00:33:43.180
questions as we go along. So we will stop. Okay,

00:33:43.240 --> 00:33:50.059
so that's section 3C. So now let's go to section

00:33:50.059 --> 00:33:56.420
3D, as in Delta. To do all such things as in

00:33:56.420 --> 00:33:59.700
the opinions of the directors are or may be incidental

00:33:59.700 --> 00:34:02.759
or conducive. to the above objects or any of

00:34:02.759 --> 00:34:05.599
them. So it basically frees the director to act

00:34:05.599 --> 00:34:10.500
in any way they see fit under Sections 3A through

00:34:10.500 --> 00:34:17.119
C, Alpha through Charlie. Okay? Okay, so that

00:34:17.119 --> 00:34:21.260
is Section 3 of the memo. Section 4. The foundation

00:34:21.260 --> 00:34:23.679
company shall have and be capable of exercising

00:34:23.679 --> 00:34:27.119
all the functions of a natural person of full

00:34:27.119 --> 00:34:30.260
capacity. irrespective of any question or corporate

00:34:30.260 --> 00:34:33.920
benefit, as provided by Section 27 .2 of the

00:34:33.920 --> 00:34:37.380
Companies Act. And without prejudice to the foregoing

00:34:37.380 --> 00:34:40.039
generality, the foundation company has the following

00:34:40.039 --> 00:34:42.460
powers, which may be exercised only in promoting

00:34:42.460 --> 00:34:44.480
the objects for which the foundation company

00:34:44.480 --> 00:34:46.400
is established. So basically what this is saying

00:34:46.400 --> 00:34:51.559
is, is that Section 4 and all of these things

00:34:51.559 --> 00:34:57.280
we're about to go over promotes Section 3A through

00:34:57.280 --> 00:35:00.579
D, which we just read. All right, so section

00:35:00.579 --> 00:35:05.519
4 is expanding on section 3A. And only those

00:35:05.519 --> 00:35:09.519
who have full capacity, which having read this

00:35:09.519 --> 00:35:11.960
and the articles, they have a definition for

00:35:11.960 --> 00:35:15.920
what that full capacity means. Okay, so section

00:35:15.920 --> 00:35:21.079
4A. The following powers which may be exercised

00:35:21.079 --> 00:35:24.380
is to promote or carry out research. Section

00:35:24.380 --> 00:35:27.300
4B. to employ paid or unpaid agents, staff, or

00:35:27.300 --> 00:35:31.559
advisors. Section 4C, to provide advice. Section

00:35:31.559 --> 00:35:34.719
4D, to publish or distribute information. Section

00:35:34.719 --> 00:35:38.559
4E, to cooperate with other bodies. Section 4F,

00:35:38.840 --> 00:35:42.420
to support, donate to, administer, or set up

00:35:42.420 --> 00:35:44.320
charities or not -for -profit organizations.

00:35:45.579 --> 00:35:48.980
Section 4G, to raise funds, but not by means

00:35:48.980 --> 00:35:53.239
of taxable trading. Section 4H, to borrow money

00:35:53.239 --> 00:35:57.869
and give security for loans. Section 4H, to acquire

00:35:57.869 --> 00:36:04.130
or hire property of any kind. Section 4J, to

00:36:04.130 --> 00:36:09.429
let or dispose of property of any kind. Section

00:36:09.429 --> 00:36:13.309
4K, to make grants or loans of money and to give

00:36:13.309 --> 00:36:19.949
guarantees. Section 4L, to promote, incorporate,

00:36:20.369 --> 00:36:23.780
acquire, manage, control. and operate for commercial

00:36:23.780 --> 00:36:26.679
gain one or more subsidiary companies in any

00:36:26.679 --> 00:36:28.920
jurisdiction of the world and to exercise all

00:36:28.920 --> 00:36:31.099
powers necessary with respect to the ownership

00:36:31.099 --> 00:36:33.980
of such subsidiary companies. We learned in episode

00:36:33.980 --> 00:36:39.099
59 with our lawyer guests that such subsidiaries

00:36:39.099 --> 00:36:42.179
may be a British version island subsidiary that

00:36:42.179 --> 00:36:48.019
is for profit. And to do things that would, such

00:36:48.019 --> 00:36:51.260
as securities or virtual asset things that...

00:36:52.349 --> 00:36:56.329
So that they can remain compliant with the Grand

00:36:56.329 --> 00:36:58.949
Cayman Islands law to where if you do engage

00:36:58.949 --> 00:37:01.309
in securities activities or virtual asset activities,

00:37:01.530 --> 00:37:04.610
you are subject to increased loss. All right,

00:37:04.610 --> 00:37:06.750
that was our reg stack that we went over. All

00:37:06.750 --> 00:37:09.230
right, it looked a little bit like this down

00:37:09.230 --> 00:37:14.110
here. That was our reg stack. So if you did virtual

00:37:14.110 --> 00:37:17.010
asset things or security investment things, you

00:37:17.010 --> 00:37:19.469
became subject to these acts. We went over that

00:37:19.469 --> 00:37:24.110
in Sandow episode 57 in depth and detail. So

00:37:24.110 --> 00:37:27.250
our lawyers from episode 59, I say our lawyers,

00:37:27.309 --> 00:37:29.650
the lawyer guests from Walker's Global in episode

00:37:29.650 --> 00:37:35.429
59, they articulated that in order to remain

00:37:35.429 --> 00:37:37.309
compliant to where you do not have to be subject

00:37:37.309 --> 00:37:39.250
to these things, you would create a subsidiary,

00:37:39.250 --> 00:37:42.469
which is a separate legal personality. And you

00:37:42.469 --> 00:37:44.150
can then incorporate it anywhere else in the

00:37:44.150 --> 00:37:47.150
world. And what we're learning now as we read

00:37:47.150 --> 00:37:54.090
through our memorandum of association, that the

00:37:54.090 --> 00:37:57.550
powers invested in the foundation company is

00:37:57.550 --> 00:37:59.269
that they may promote, incorporate, acquire,

00:37:59.429 --> 00:38:02.130
manage, control, and operate for commercial gain

00:38:02.130 --> 00:38:05.630
one or more subsidiary companies in any jurisdiction

00:38:05.630 --> 00:38:09.010
in the world. So we freed ourselves to do that.

00:38:09.070 --> 00:38:11.349
The foundation company. has freed itself to do

00:38:11.349 --> 00:38:16.489
that. Section 4M, to set aside funds for special

00:38:16.489 --> 00:38:20.210
purposes or as reserves against future expenditure.

00:38:20.829 --> 00:38:26.389
Section 4N, to deposit or invest funds in any

00:38:26.389 --> 00:38:32.670
manner. And Section 4O, as an Oscar, to do anything

00:38:32.670 --> 00:38:34.809
else within Cayman Islands law and regulation

00:38:34.809 --> 00:38:38.610
which promotes or may help to promote the objects.

00:38:39.159 --> 00:38:40.559
which the foundation company has established.

00:38:40.739 --> 00:38:44.059
So basically it's reiterated itself. Section,

00:38:44.599 --> 00:38:48.980
and again, that section four is an extrapolation,

00:38:49.000 --> 00:38:54.300
an expansion, an increase of section three. Section

00:38:54.300 --> 00:38:56.019
three established why the foundation company

00:38:56.019 --> 00:38:59.039
exists. What is it here to do? Section four gives

00:38:59.039 --> 00:39:04.880
powers to expand on section three. All right,

00:39:04.900 --> 00:39:07.780
so section five. The foundation company may not

00:39:07.780 --> 00:39:10.440
carry on a business for which a license is required

00:39:10.440 --> 00:39:13.039
under the laws of the Cayman Islands unless duly

00:39:13.039 --> 00:39:16.440
licensed. That is why it is, we learned in episode

00:39:16.440 --> 00:39:21.639
56, standout 56, why it is an exempted company.

00:39:24.059 --> 00:39:30.139
Okay. Don't. Second, I will pull that in here.

00:39:31.840 --> 00:39:34.210
Oh, you know what? I have that already up. So

00:39:34.210 --> 00:39:37.849
that was episode 34. Here's episode 56. And in

00:39:37.849 --> 00:39:42.929
episode 56, we talked about, not that, it was

00:39:42.929 --> 00:39:49.929
here. Under the, specifically under the general

00:39:49.929 --> 00:39:51.730
registry, we talked about types of companies.

00:39:51.929 --> 00:39:54.389
Here we go. The visual overview that we went

00:39:54.389 --> 00:40:03.090
over in episode 56, how it was a company. That

00:40:03.090 --> 00:40:06.530
was exempt, which made a foundation. And we chose

00:40:06.530 --> 00:40:08.710
foundation company, which made the Companies

00:40:08.710 --> 00:40:11.610
Act, Limited Liabilities Companies Act, the Foundation

00:40:11.610 --> 00:40:15.170
Company Law. Those all became, we became subject

00:40:15.170 --> 00:40:20.110
to them. And also we learned that under a limited,

00:40:20.150 --> 00:40:22.590
our liability of shareholders, which is under

00:40:22.590 --> 00:40:25.550
the types of company that registers, company

00:40:25.550 --> 00:40:28.869
register, types of companies. And then you click

00:40:28.869 --> 00:40:31.909
liability shareholders. We learned that. The

00:40:31.909 --> 00:40:34.849
liability of shareholders and members is limited

00:40:34.849 --> 00:40:39.329
by guarantee without share capital. And that

00:40:39.329 --> 00:40:46.030
was when we just read the memo of association.

00:40:46.349 --> 00:40:49.909
So we're reading that now where we under page

00:40:49.909 --> 00:40:52.289
five, which is what we just read, limited by

00:40:52.289 --> 00:40:54.869
guarantee without any share capital. So full

00:40:54.869 --> 00:41:00.469
circle. Here we are actually reading page five.

00:41:00.909 --> 00:41:03.030
where it says what it is we can and cannot do.

00:41:03.349 --> 00:41:10.650
So how cool is that? How cool is that? Just in

00:41:10.650 --> 00:41:15.550
case we have to go back to it. Okay, we'll go

00:41:15.550 --> 00:41:19.369
back to it here if we have to. All right, let's

00:41:19.369 --> 00:41:22.570
get back to our reading of the memo of association.

00:41:23.150 --> 00:41:29.539
So that was section five. Section six, no portion

00:41:29.539 --> 00:41:32.579
of the income or property of the foundation company

00:41:32.579 --> 00:41:36.260
from whatever place or source shall be paid or

00:41:36.260 --> 00:41:38.659
transferred directly or indirectly by way of

00:41:38.659 --> 00:41:42.159
dividend, bonus, or otherwise, however, howsoever,

00:41:42.340 --> 00:41:45.019
by way of profit to the members, proposed members,

00:41:45.280 --> 00:41:48.079
directors, or supervisors of the foundation company

00:41:48.079 --> 00:41:51.900
as such, apart from authorized remuneration for

00:41:51.900 --> 00:41:54.539
services to the foundation company. All right,

00:41:54.539 --> 00:41:56.019
what in the world does that say? Let's break

00:41:56.019 --> 00:42:00.230
that down. No portion of the income or property

00:42:00.230 --> 00:42:02.489
of the foundation company. Okay, so it's saying

00:42:02.489 --> 00:42:05.190
that whatever income or property the foundation

00:42:05.190 --> 00:42:11.030
has, none of it shall be paid or transferred

00:42:11.030 --> 00:42:16.789
directly to the members, proposed members, directors,

00:42:16.889 --> 00:42:20.530
or supervisors of the foundation company, except

00:42:20.530 --> 00:42:24.090
as authorized remuneration. Remuneration means

00:42:24.090 --> 00:42:27.719
compensation, you know, paid. than being paid.

00:42:27.920 --> 00:42:30.480
So this is saying that nothing in the foundation

00:42:30.480 --> 00:42:35.559
company can be directly or indirectly transferred

00:42:35.559 --> 00:42:38.840
to the proposed members, directors, or supervisors.

00:42:39.119 --> 00:42:41.519
So this is protecting the DAOs assets right here.

00:42:41.739 --> 00:42:45.940
So all of the, whatever custody it has of wallets,

00:42:45.940 --> 00:42:49.019
so let's say all the millions of sand or lands,

00:42:49.300 --> 00:42:51.739
perhaps maybe the lands that we delegated to

00:42:51.739 --> 00:42:54.539
the director. That's a great question. Let's

00:42:54.539 --> 00:43:00.159
ask that question. So we're in section six, which

00:43:00.159 --> 00:43:06.280
is page three. Page three. Are we really? Yeah,

00:43:06.320 --> 00:43:10.099
page three of five. Okay. So in section six,

00:43:10.159 --> 00:43:17.260
is this protecting the DAOs assets? So that would

00:43:17.260 --> 00:43:22.320
be land and sand and its new collection, the

00:43:22.320 --> 00:43:27.460
NFT collection that we're getting from. TSB,

00:43:27.460 --> 00:43:30.980
eminently, or maybe we already have it, from

00:43:30.980 --> 00:43:42.360
being given or gifted to foundation staff. Let's

00:43:42.360 --> 00:43:47.599
call them staff. Foundation, yeah, staff. All

00:43:47.599 --> 00:43:49.400
right, we think that's exactly what this is saying,

00:43:49.480 --> 00:43:52.239
that no portion of the income or property of

00:43:52.239 --> 00:43:56.280
that foundation company shall be paid. or transferred

00:43:56.280 --> 00:44:00.420
to members, proposed members, directors, or supervisors

00:44:00.420 --> 00:44:03.980
of the company, except what is authorized as

00:44:03.980 --> 00:44:06.559
part of their salary. That's what I think this

00:44:06.559 --> 00:44:09.699
is saying. So we would want to ask our lawyers,

00:44:09.840 --> 00:44:14.920
TTA, and the DAO admin team, is that true? Because

00:44:14.920 --> 00:44:17.019
that's a good thing to protect the DAO right

00:44:17.019 --> 00:44:21.960
there. They can't just give themselves 2 ,000

00:44:21.960 --> 00:44:24.719
lands. They can't just give themselves all the

00:44:24.719 --> 00:44:26.199
Bored Apes and the Mutant Apes that they were

00:44:26.199 --> 00:44:30.599
about to get as a gift, an endowment from the

00:44:30.599 --> 00:44:34.019
Sandbox Game Company. Right? They can't just

00:44:34.019 --> 00:44:37.139
be given away. All right. That's good. That's

00:44:37.139 --> 00:44:41.599
good protection. Section 7 of the memo. The liability

00:44:41.599 --> 00:44:44.900
of the members is limited. We already understand

00:44:44.900 --> 00:44:48.079
what that means. Section 8. The Foundation Company

00:44:48.079 --> 00:44:51.179
may cease to have members. I did not know what

00:44:51.179 --> 00:44:55.500
this meant. Until episode 59. All right, so our

00:44:55.500 --> 00:44:59.900
Melissa and Carolyn, when they came on just the

00:44:59.900 --> 00:45:06.179
other day, explained in their brief that a company

00:45:06.179 --> 00:45:09.500
can be memberless. Where'd it go? Where is the

00:45:09.500 --> 00:45:15.139
word memberless? Memberless. All right, here.

00:45:16.159 --> 00:45:19.019
Why would a Dow form a Cayman Foundation company?

00:45:20.269 --> 00:45:22.449
A foundation company fits within the decentralized

00:45:22.449 --> 00:45:25.070
ethos as it can be memberless. When I asked them

00:45:25.070 --> 00:45:26.849
what did that mean, they meant stakeholders.

00:45:28.210 --> 00:45:32.309
There are no stakeholders, which when we talked

00:45:32.309 --> 00:45:36.730
about this in episode 56, if you have shareholders,

00:45:36.989 --> 00:45:41.989
you have a fiduciary responsibility to maximize

00:45:41.989 --> 00:45:47.250
shareholder value, which is profit. So this removed

00:45:47.250 --> 00:45:51.699
the profit. motive from the Dow? And you know

00:45:51.699 --> 00:45:53.920
what? I want to make sure that's an answerable

00:45:53.920 --> 00:45:58.619
question. So on page three, section six, wait,

00:45:58.719 --> 00:46:01.280
is it section six or is it section eight? Excuse

00:46:01.280 --> 00:46:10.559
me, section eight. Does this relate to the memberless

00:46:10.559 --> 00:46:19.150
part that removes the profit? incentive, the

00:46:19.150 --> 00:46:23.750
profit, not incentive, responsibility, the profit

00:46:23.750 --> 00:46:32.949
incentive, there we go, for maximization of shareholder

00:46:32.949 --> 00:46:39.710
value consistent with fiduciary duties of the

00:46:39.710 --> 00:46:44.050
director, right? So that is a very fascinating

00:46:44.050 --> 00:46:45.550
question. I really want to know the answer to

00:46:45.550 --> 00:46:48.730
that one. So this whole does the foundation,

00:46:49.010 --> 00:46:52.170
the foundation may cease to have members, which

00:46:52.170 --> 00:46:55.050
we learned in episode 59, that there is a, when

00:46:55.050 --> 00:46:57.550
you first stand up a company and foundation under

00:46:57.550 --> 00:47:00.550
advisement by walkers. So we are under advisement

00:47:00.550 --> 00:47:02.809
by TTA. We may be to have done it. We may have

00:47:02.809 --> 00:47:05.110
done it different, but Walker said they do it

00:47:05.110 --> 00:47:09.210
by standing up a company, which is director led,

00:47:09.329 --> 00:47:12.150
right? And it has no one else director led. The

00:47:12.150 --> 00:47:17.099
subscriber immediately resigns. So it makes it

00:47:17.099 --> 00:47:19.840
basically leaderless. But then it's director

00:47:19.840 --> 00:47:21.559
-led to where only the director has the power

00:47:21.559 --> 00:47:24.380
to do everything. Then they transition and modify

00:47:24.380 --> 00:47:27.119
all the documents to be a token holder -led.

00:47:27.360 --> 00:47:30.340
And that's where the DAO comes into play, the

00:47:30.340 --> 00:47:33.880
actual DAO governance, us, the DAO admin team.

00:47:35.139 --> 00:47:38.159
So here it says the foundation company may cease

00:47:38.159 --> 00:47:40.760
to have members in Section 8. So does this relate

00:47:40.760 --> 00:47:44.460
to that memberless thing where memberless would

00:47:44.460 --> 00:47:48.539
mean? stakeholders or shareholders and the fiduciary

00:47:48.539 --> 00:47:50.300
responsibility to maximize shareholder value.

00:47:50.860 --> 00:47:54.400
So is that what that means here? We'd want to

00:47:54.400 --> 00:48:00.239
ask our lawyers, TTA. Okay, section nine. Each

00:48:00.239 --> 00:48:04.179
member who is a member, I'm sorry, each person

00:48:04.179 --> 00:48:06.239
who is a member undertakes to contribute the

00:48:06.239 --> 00:48:08.800
assets of the foundation company in the event

00:48:08.800 --> 00:48:11.360
of the foundation company being wound up during

00:48:11.360 --> 00:48:13.929
the time that the person is a member. or within

00:48:13.929 --> 00:48:16.349
one year afterwards, for payment of the debts

00:48:16.349 --> 00:48:19.409
and liabilities of the foundation company contracted

00:48:19.409 --> 00:48:21.590
before the time at which the person ceases to

00:48:21.590 --> 00:48:24.969
be a member, and the cost, charges, and expenses

00:48:24.969 --> 00:48:27.210
of the winding up of the foundation company,

00:48:27.349 --> 00:48:30.030
and for the adjustments of the rights of the

00:48:30.030 --> 00:48:33.789
contributories among themselves, such amounts

00:48:33.789 --> 00:48:36.389
as may be required, not exceeding the sum of

00:48:36.389 --> 00:48:39.369
one United States dollar. All right, that was

00:48:39.369 --> 00:48:42.539
a mouthful. So what does that mean? Each person

00:48:42.539 --> 00:48:45.699
who is a member undertakes to contribute to the

00:48:45.699 --> 00:48:48.460
assets of the foundation company. All right.

00:48:48.460 --> 00:48:53.559
So that means people who become a member, they

00:48:53.559 --> 00:48:55.940
contribute things to this foundation company

00:48:55.940 --> 00:49:00.139
of ours. And in the event of the foundation company

00:49:00.139 --> 00:49:03.400
being wound up, meaning created, that's what

00:49:03.400 --> 00:49:06.599
this memo does. It creates the foundation company

00:49:06.599 --> 00:49:09.980
during the time that the person is a member.

00:49:10.099 --> 00:49:12.869
So when... When the person who is the member

00:49:12.869 --> 00:49:15.590
contributes assets to the foundation company

00:49:15.590 --> 00:49:22.230
or within one year after that for payments of

00:49:22.230 --> 00:49:25.150
the debts and liabilities of the company, the

00:49:25.150 --> 00:49:27.150
foundation company contracted before the time.

00:49:27.250 --> 00:49:32.030
All right. So this is saying that the person

00:49:32.030 --> 00:49:34.570
who gives stuff to the foundation company when

00:49:34.570 --> 00:49:39.269
it's created is responsible. for the debts and

00:49:39.269 --> 00:49:41.510
liabilities of the foundation company for up

00:49:41.510 --> 00:49:43.449
to one year. And we learned all about this in

00:49:43.449 --> 00:49:46.429
episode 56. There was a part where we talked

00:49:46.429 --> 00:49:49.710
about the whole one year afterwards. Actually,

00:49:49.730 --> 00:49:53.630
let's go right here. One year. Oops, that's not

00:49:53.630 --> 00:50:01.869
it. There it is. Section 49 of the Companies

00:50:01.869 --> 00:50:04.869
Act. The liability of past and present members

00:50:04.869 --> 00:50:08.380
of the company. All right, we learned that. If

00:50:08.380 --> 00:50:10.559
a company is wound up, every member is required

00:50:10.559 --> 00:50:24.920
to contribute to the assets to satisfy the debts

00:50:24.920 --> 00:50:27.420
and past members who are active up to one year

00:50:27.420 --> 00:50:31.139
prior. For companies limited by guarantee, no

00:50:31.139 --> 00:50:33.440
member is required to pay more than what the

00:50:33.440 --> 00:50:37.440
memo of association cites as guarantee. And guess

00:50:37.440 --> 00:50:41.179
what we just cited is we are requiring that they

00:50:41.179 --> 00:50:43.559
spend, that they are not required to spend any

00:50:43.559 --> 00:50:47.480
more than $1. All right, so that's how we protect.

00:50:47.719 --> 00:50:50.079
It looks like that's how we're protecting our

00:50:50.079 --> 00:50:54.119
founding members who resign immediately, most

00:50:54.119 --> 00:50:56.280
likely. We'll find out when we ask the question.

00:50:57.380 --> 00:51:00.360
Most likely resigned, right? So those members

00:51:00.360 --> 00:51:03.639
who stood the company up and gave it its starting

00:51:03.639 --> 00:51:08.079
assets. Some of them may have resigned, but up

00:51:08.079 --> 00:51:11.000
to one year after per Cayman Island law, they're

00:51:11.000 --> 00:51:14.739
required to pay debts and liabilities. Okay?

00:51:14.840 --> 00:51:17.880
But because we're an exempted company, we are

00:51:17.880 --> 00:51:21.900
saying that they will not pay more than $1. All

00:51:21.900 --> 00:51:24.019
right. So that's a way for us to protect ourselves.

00:51:25.780 --> 00:51:29.500
That's Section 9. Section 10. If on the winding

00:51:29.500 --> 00:51:32.519
up, which also means liquidation or dissolution,

00:51:33.079 --> 00:51:34.980
of the foundation company that remains surplus

00:51:34.980 --> 00:51:38.079
assets after the satisfaction of its debts and

00:51:38.079 --> 00:51:40.760
liabilities, the same shall be applied or distributed

00:51:40.760 --> 00:51:43.960
under the articles of association of the foundation

00:51:43.960 --> 00:51:46.659
company and subject here to shall be paid or

00:51:46.659 --> 00:51:49.659
transferred to such charitable objects as shall

00:51:49.659 --> 00:51:52.219
be decided by ordinary resolution of the foundation

00:51:52.219 --> 00:51:54.579
company. We'll get into ordinary resolutions

00:51:54.579 --> 00:51:57.800
within when we do the articles of association.

00:51:59.340 --> 00:52:02.280
For now. All we really need to take from this

00:52:02.280 --> 00:52:06.219
is that if this company is dissolved, if it is

00:52:06.219 --> 00:52:13.760
wound up, then we shall donate these remaining

00:52:13.760 --> 00:52:21.039
assets to charitable charities or apply to distribute

00:52:21.039 --> 00:52:24.119
it under the Articles of Association. So we'll

00:52:24.119 --> 00:52:27.659
read what that means later. Of course, that's

00:52:27.659 --> 00:52:30.010
Section 10. Almost through. We're almost through

00:52:30.010 --> 00:52:33.949
our five pages. Section 11. This memorandum and

00:52:33.949 --> 00:52:36.650
the articles of association may be altered by

00:52:36.650 --> 00:52:39.349
the founder, by notice to the foundation company,

00:52:39.510 --> 00:52:42.769
or by special resolution of the foundation company,

00:52:42.929 --> 00:52:47.150
except that none of clauses 6, 10, or 11 of this

00:52:47.150 --> 00:52:49.809
memorandum may be altered and no other alteration

00:52:49.809 --> 00:52:53.889
may be made, which is in any way inconsistent

00:52:53.889 --> 00:52:58.570
with clauses 6, 10, or 11. All right, so what

00:52:58.570 --> 00:53:02.409
is clauses 6, 10, and 11? Clause 6 is no portion

00:53:02.409 --> 00:53:05.090
of the income. So that's where people can't just

00:53:05.090 --> 00:53:09.170
donate stuff to themselves. So the director may

00:53:09.170 --> 00:53:13.789
not gift himself 10 board ape yacht clubs, 10

00:53:13.789 --> 00:53:16.489
apes that we're about to get from the sandbox

00:53:16.489 --> 00:53:21.250
game company, right? So the supervisor may not

00:53:21.250 --> 00:53:27.309
give itself 100 ,000 sand. Okay, so... Section

00:53:27.309 --> 00:53:31.369
11 here is saying that no adjustment may be made

00:53:31.369 --> 00:53:34.570
to that. All right, so what does section 10 say?

00:53:35.230 --> 00:53:38.570
If there are any surplus assets, if the company

00:53:38.570 --> 00:53:43.690
is dissolved, the remaining assets shall be applied

00:53:43.690 --> 00:53:46.449
or distributed in a way consistent with the article

00:53:46.449 --> 00:53:50.369
of association or donated to charity. Okay, so

00:53:50.369 --> 00:53:52.760
more protections here. And then clause 11 is

00:53:52.760 --> 00:53:55.300
this clause. So this clause is saying it cannot

00:53:55.300 --> 00:53:59.579
be modified. So it is enshrining unalterable

00:53:59.579 --> 00:54:05.360
rights and rules that no one can change. And

00:54:05.360 --> 00:54:08.300
as far as we can tell, these three changes, these

00:54:08.300 --> 00:54:11.840
three clauses or sections are protections to

00:54:11.840 --> 00:54:16.219
stop someone from becoming a, from giving themselves

00:54:16.219 --> 00:54:19.940
all the assets, basically rugging. So it's basically

00:54:19.940 --> 00:54:24.360
a way to stop rugging from happening. Okay, that

00:54:24.360 --> 00:54:29.739
was section 11. All right, and then we go to

00:54:29.739 --> 00:54:33.000
page five, which we're starting to be done here.

00:54:33.179 --> 00:54:35.719
We, the subscriber of this memo of association,

00:54:36.119 --> 00:54:38.500
wish to form a foundation company limited by

00:54:38.500 --> 00:54:41.239
guarantee without any share capital and registered

00:54:41.239 --> 00:54:44.119
as an exempted company in each case pursuant

00:54:44.119 --> 00:54:46.760
to this memo of association. And we agree that

00:54:46.760 --> 00:54:50.179
we shall, upon the demands, being made by the

00:54:50.179 --> 00:54:52.679
foundation company, paid to the foundation company

00:54:52.679 --> 00:54:55.539
an amount equal to the amount of the guarantee

00:54:55.539 --> 00:55:00.659
agreed to be made by each member of the foundation

00:55:00.659 --> 00:55:03.719
company in accordance with paragraph 9 of this

00:55:03.719 --> 00:55:06.539
memorandum of association. So that's basically

00:55:06.539 --> 00:55:09.340
a rehash of what we just read in the five pages.

00:55:10.300 --> 00:55:12.139
So we're going to form a foundation company.

00:55:12.420 --> 00:55:15.260
It is limited to the amount that people give

00:55:15.260 --> 00:55:22.829
in section... Nine. And if the company is dissolved,

00:55:23.110 --> 00:55:26.809
the people who have given those resources are

00:55:26.809 --> 00:55:29.750
only required to pay up to $1. The rest is paid

00:55:29.750 --> 00:55:33.210
for by what is in the DAO. And then whatever

00:55:33.210 --> 00:55:38.989
is left over gets sent to charity or as applied

00:55:38.989 --> 00:55:42.469
or distributed and consistent with the article

00:55:42.469 --> 00:55:47.130
association. Okay? That is what this paragraph

00:55:47.130 --> 00:55:50.900
says. All right, that's dated 20 November, 2023.

00:55:52.139 --> 00:55:58.739
The name of the company that signed this, that

00:55:58.739 --> 00:56:00.960
stood this company up, International Corporation

00:56:00.960 --> 00:56:04.440
Services Limited. Its address and description

00:56:04.440 --> 00:56:07.800
is Harbor Place, second floor, 103 South Church

00:56:07.800 --> 00:56:11.739
Street, P .O. Box 472, Grand Cayman. And the

00:56:11.739 --> 00:56:16.440
zip code is KY1 -1106. It was authorized by this

00:56:16.440 --> 00:56:20.079
person. And it was witnessed by this person.

00:56:21.800 --> 00:56:26.400
Okay. We had just read through and concluded

00:56:26.400 --> 00:56:31.099
memorandum of association. That was some cool

00:56:31.099 --> 00:56:35.059
stuff. That was some very cool stuff. So what

00:56:35.059 --> 00:56:37.460
are our questions? Let's get to our questions.

00:56:38.440 --> 00:56:41.239
Our questions were on page two, section three,

00:56:41.280 --> 00:56:44.780
a does the virtual asset service provider act

00:56:44.780 --> 00:56:48.289
apply to the sandbox style foundation? Our next

00:56:48.289 --> 00:56:52.550
question was, is our director a licensed director

00:56:52.550 --> 00:56:55.010
under the director's registration and licensing

00:56:55.010 --> 00:56:57.809
law? I don't think so. I don't think that's true.

00:56:57.889 --> 00:57:01.469
I don't think they are. But it's good to ask.

00:57:02.590 --> 00:57:06.570
Section 3B, does the securities investment business...

00:57:06.570 --> 00:57:13.750
Business? Yeah, okay. For some reason, that just

00:57:13.750 --> 00:57:19.449
read wrong to me. Question number four. Under

00:57:19.449 --> 00:57:22.070
section 3B, does the Security Investment Business

00:57:22.070 --> 00:57:25.730
Act apply to the Sandbox DAO Foundation? Question

00:57:25.730 --> 00:57:28.949
five. Section 3C. Who are the beneficiaries?

00:57:29.289 --> 00:57:35.369
Is it SanFam? Are we? Someone else? Question

00:57:35.369 --> 00:57:39.909
six. Page three, section six. Is this protecting

00:57:39.909 --> 00:57:42.989
the DAO's assets, which is the land, sand, and

00:57:42.989 --> 00:57:45.190
NFT collection that's about to be given to us

00:57:45.190 --> 00:57:50.880
from the Sandbox? Yeah. Is it protecting the

00:57:50.880 --> 00:57:53.639
DAO's assets from being given or gifted to Foundation

00:57:53.639 --> 00:57:58.500
staff? Let's call it, not needlessly, but unreasonably.

00:57:59.480 --> 00:58:01.860
Right? Because the one thing that they can give

00:58:01.860 --> 00:58:04.539
themselves is a salary, is compensation for their

00:58:04.539 --> 00:58:09.559
services. So, unreasonable. Right? Let's say,

00:58:09.599 --> 00:58:14.579
unreasonably gifted. Okay? And then our seventh

00:58:14.579 --> 00:58:16.940
question, page three, section eight. Does this

00:58:16.940 --> 00:58:19.739
relate to the memberless part that removes the

00:58:19.739 --> 00:58:22.500
profit incentive for the maximization of shareholder

00:58:22.500 --> 00:58:29.380
value, which is not consistent, required by fiduciary

00:58:29.380 --> 00:58:37.599
duty? So let's read that again. Does this relate

00:58:37.599 --> 00:58:39.880
to the memberless part that removes the profit

00:58:39.880 --> 00:58:43.559
incentive for maximization of shareholder value

00:58:43.559 --> 00:58:46.280
required? By fiduciary duty of the director.

00:58:48.440 --> 00:58:52.940
Okay? That was our memorandum of association.

00:58:54.579 --> 00:58:57.480
How about that? This is going very well. I'm

00:58:57.480 --> 00:59:03.559
so glad that we waited to read through this after

00:59:03.559 --> 00:59:12.719
reading the law in episode 56. After discussing

00:59:12.719 --> 00:59:16.460
the case law. with a practicing U .S. attorney

00:59:16.460 --> 00:59:20.280
in episode 57, after discussing Cayman Islands

00:59:20.280 --> 00:59:23.500
Foundation Company particulars with Melissa and

00:59:23.500 --> 00:59:27.000
Carolyn from Walkers Global, a law firm in the

00:59:27.000 --> 00:59:30.260
Cayman Islands, in episode 59. And now we're

00:59:30.260 --> 00:59:32.219
in episode four, reading through the actual stuff.

00:59:32.300 --> 00:59:34.900
It makes so much more sense now. It makes so

00:59:34.900 --> 00:59:38.219
much more sense. This is cool. This is cool stuff.

00:59:38.340 --> 00:59:41.079
This is how your DAO is being run. All right?

00:59:41.159 --> 00:59:43.639
So... When everyone thinks that there's a cabal

00:59:43.639 --> 00:59:46.639
going or that it's really shady, what's going

00:59:46.639 --> 00:59:49.360
on, it's not once you read through all this.

00:59:49.719 --> 00:59:51.659
Once you read through all this, it makes sense.

00:59:51.840 --> 00:59:55.780
It's starting to make a lot of sense. So that

00:59:55.780 --> 00:59:58.219
was our analysis of the memo of association.

00:59:59.099 --> 01:00:02.739
All right, next up, we're going to be doing the

01:00:02.739 --> 01:00:05.280
articles of association. I'm going to take a

01:00:05.280 --> 01:00:08.480
quick break and you should too. I will see you

01:00:08.480 --> 01:00:12.989
in five minutes. So let's set a five minute countdown.

01:00:14.550 --> 01:00:22.489
And then we will return. See you in five minutes.

01:05:42.219 --> 01:05:47.579
and we're back. Take a look at the chat. Play

01:05:47.579 --> 01:05:51.199
game for fun. Dr. Metaverso, Tom Voxel, Jazz

01:05:51.199 --> 01:05:59.980
Wolf, Yuma. Hey, Yuma. King Charles. Thank you

01:05:59.980 --> 01:06:02.340
all for being here. Thank you for listening,

01:06:02.500 --> 01:06:06.840
whether you're lurking or not. We just went over

01:06:06.840 --> 01:06:12.360
the memo of association. Looked a little bit

01:06:12.360 --> 01:06:16.880
like this. There were 11 sections in all, and

01:06:16.880 --> 01:06:20.420
it basically told you how it was created and

01:06:20.420 --> 01:06:26.420
what it was created for. How it gave high -level

01:06:26.420 --> 01:06:30.420
limitations that you shall not cross, like gifting

01:06:30.420 --> 01:06:34.099
yourself a bunch of bored apes or 100 ,000 sand

01:06:34.099 --> 01:06:39.960
unreasonably. So a really good document. Now...

01:06:40.380 --> 01:06:45.000
We're going to get into the articles of association,

01:06:45.380 --> 01:06:49.039
which is still part of the Constitution. All

01:06:49.039 --> 01:06:51.099
right, so articles plus memo equal the Constitution.

01:06:53.139 --> 01:06:57.619
Not to be confused with the Constitution that

01:06:57.619 --> 01:07:02.440
SIP 3 calls the bylaws. Not to be confused with

01:07:02.440 --> 01:07:05.900
that. So that's not the Constitution we're talking

01:07:05.900 --> 01:07:08.250
about. We're talking about the Constitution as

01:07:08.250 --> 01:07:11.030
described in Grand Cayman Island law, right?

01:07:13.150 --> 01:07:17.610
So for us, our Articles of Association are also

01:07:17.610 --> 01:07:23.369
located in SIP number two. So here is SIP number

01:07:23.369 --> 01:07:25.650
two. You scroll all the way down to the bottom.

01:07:26.750 --> 01:07:32.050
You'll see Articles of Association. So we're

01:07:32.050 --> 01:07:35.269
going to go ahead and click that. And here it

01:07:35.269 --> 01:07:39.480
is. So we're going to zoom in. And just like

01:07:39.480 --> 01:07:45.739
we did for our memorandum of association, we're

01:07:45.739 --> 01:07:48.179
going to be recording our questions as we go.

01:07:49.900 --> 01:07:53.159
One second while I take a drink. This one's going

01:07:53.159 --> 01:07:56.500
to be a little bit longer. It's actually 19 pages.

01:08:02.400 --> 01:08:06.010
And here we go. So the very first thing you notice

01:08:06.010 --> 01:08:08.849
that's different is on the top left, there's

01:08:08.849 --> 01:08:14.369
that duty stamp. Now, as we learned in 56, actually,

01:08:14.389 --> 01:08:16.869
you can look at this stuff now. Let's go. In

01:08:16.869 --> 01:08:20.710
56, we had the fees, right? There was a fee schedule.

01:08:22.270 --> 01:08:28.270
And it actually listed 50 as the fee. What was

01:08:28.270 --> 01:08:35.010
that? No, no, no. There it is. Companies Act,

01:08:35.189 --> 01:08:39.010
page 30 through 35 in section 26 under registration.

01:08:39.390 --> 01:08:42.449
The registrar shall make available stuff. The

01:08:42.449 --> 01:08:46.329
required particulars are 50 bucks. Where else

01:08:46.329 --> 01:08:48.630
was that? It was in another, there's a fee schedule.

01:08:48.750 --> 01:08:55.109
It's one of the amendments. Excuse me, the exhibits.

01:08:55.890 --> 01:09:04.760
So in that, we paid a $50 duty stamp. Okay, so

01:09:04.760 --> 01:09:07.760
that's why you see that there. Now, is that number

01:09:07.760 --> 01:09:11.060
the same as the other number? It should be. 404930

01:09:11.060 --> 01:09:15.659
is our registration number. And it is. Same date,

01:09:15.739 --> 01:09:20.539
same stamp. Great. Articles of Association of

01:09:20.539 --> 01:09:23.899
Sandbox Foundation, a foundation company limited

01:09:23.899 --> 01:09:27.260
by guarantee without any share capital. So we

01:09:27.260 --> 01:09:29.720
already went over that. Same stuff. There's our

01:09:29.720 --> 01:09:31.659
registered office. Same thing as what we went

01:09:31.659 --> 01:09:35.340
over. It's 103 South Church Street, and it's

01:09:35.340 --> 01:09:37.720
by International Corporation Services Limited

01:09:37.720 --> 01:09:42.220
on the Grand Cayman Islands in Georgetown. Page

01:09:42.220 --> 01:09:45.659
two, Articles of Association of the Sandbox Foundation,

01:09:45.979 --> 01:09:49.159
a foundation company limited by guarantee. Section

01:09:49.159 --> 01:09:54.279
one, Interpretation. What you all may have seen

01:09:54.279 --> 01:09:57.119
in episode 56 is I love the definitions part.

01:09:57.260 --> 01:10:00.420
The definition thing will tell you so much of

01:10:00.420 --> 01:10:02.729
something before you even read it. All right,

01:10:02.729 --> 01:10:06.710
so here we have definitions in Section 1. Section

01:10:06.710 --> 01:10:10.090
1 .1, in these articles, unless the context requires

01:10:10.090 --> 01:10:14.069
otherwise, founder, oh, that's right, we had

01:10:14.069 --> 01:10:18.310
a question I forgot to ask. Let's update our

01:10:18.310 --> 01:10:23.149
questions, my bad. I don't know if y 'all noticed,

01:10:23.229 --> 01:10:27.750
but in Section 11 of the memo, the very first

01:10:27.750 --> 01:10:31.210
sentence read, this memo in the articles. of

01:10:31.210 --> 01:10:34.470
association may be altered by the founder do

01:10:34.470 --> 01:10:38.109
you all remember seeing that word before no we've

01:10:38.109 --> 01:10:39.489
never seen that word before that's the first

01:10:39.489 --> 01:10:42.289
time we've seen that word so let's go back to

01:10:42.289 --> 01:10:51.310
our questions page 4 section 11 of our memo what

01:10:51.310 --> 01:10:55.630
is the role of the founder i have a feeling that

01:10:55.630 --> 01:10:57.810
part of that question will be answered here in

01:10:57.810 --> 01:11:00.520
the articles but You know, that's not the real

01:11:00.520 --> 01:11:05.619
question I want to ask. Why is the founder role

01:11:05.619 --> 01:11:15.439
only mentioned here? It seems like a minor role,

01:11:15.539 --> 01:11:19.720
I guess. Minor role, or it just seems like it's

01:11:19.720 --> 01:11:25.359
not really clear what the role does. It's not

01:11:25.359 --> 01:11:32.659
clear who this is. Who or what this is? All right,

01:11:32.680 --> 01:11:34.279
great. That's a good question. We need to ask

01:11:34.279 --> 01:11:38.619
that. All right, let's go back to our articles

01:11:38.619 --> 01:11:41.500
of association. So in these articles, unless

01:11:41.500 --> 01:11:45.140
the context requires section 1 .1, founder means

01:11:45.140 --> 01:11:49.260
the founder named in these articles. Laws means

01:11:49.260 --> 01:11:53.180
the Foundation Companies Act revised. The Companies

01:11:53.180 --> 01:11:56.000
Act revised. as applicable to the foundation

01:11:56.000 --> 01:11:58.619
companies and every statutory modification or

01:11:58.619 --> 01:12:01.840
reenactment of them. So the reason why I think

01:12:01.840 --> 01:12:04.779
they put revised here is because they're not

01:12:04.779 --> 01:12:10.460
just putting themselves to one revision. So the

01:12:10.460 --> 01:12:14.140
ones that we did in episode 56, the latest versions

01:12:14.140 --> 01:12:21.979
were 2003 revised Companies Act, 2003 revised.

01:12:25.000 --> 01:12:26.800
2024. All right. And then we had the foundation's

01:12:26.800 --> 01:12:31.359
company law of 2019, 2017, 2019 revised 2024.

01:12:32.060 --> 01:12:35.800
So when they say revised here, when, when 2015,

01:12:36.180 --> 01:12:39.640
I'm sorry, when 2025 version comes out, then

01:12:39.640 --> 01:12:42.600
it will automatically be inducted is what, is

01:12:42.600 --> 01:12:44.520
what I read here. In fact, let's make that our

01:12:44.520 --> 01:12:46.979
first question. It's a, it's kind of like a,

01:12:47.060 --> 01:12:51.600
it's not a big deal of a question, but just because

01:12:51.600 --> 01:12:55.529
I really want to know at this point. So that's

01:12:55.529 --> 01:12:58.609
our first question there. All right, so page

01:12:58.609 --> 01:13:06.930
two, section one, one. Does the mention of revised

01:13:06.930 --> 01:13:13.270
mean that it always references the latest revision

01:13:13.270 --> 01:13:17.850
of Foundations Company Act and the Companies

01:13:17.850 --> 01:13:24.069
Act? So Companies Act of 2023, Foundations Company

01:13:24.069 --> 01:13:28.060
Law. foundation company act of i think 2019 let's

01:13:28.060 --> 01:13:37.619
take a look foundation company law so fcl right

01:13:37.619 --> 01:13:43.460
so fcl of what uh that's what 2019 oops you cut

01:13:43.460 --> 01:13:47.140
you all can't see what i'm doing here we go it's

01:13:47.140 --> 01:14:01.130
2019 no is it 2017? Yes, 2017 revised, oh, 2023,

01:14:01.270 --> 01:14:03.909
excuse me. So there wasn't a 2024 revision yet,

01:14:03.970 --> 01:14:06.510
except for CMA, which was the Companies Management

01:14:06.510 --> 01:14:12.149
Act. That was revision 2024. So this is a great

01:14:12.149 --> 01:14:16.029
example of that. I was reading from, and I did

01:14:16.029 --> 01:14:18.229
my whole analysis on the Companies Act of 2023

01:14:18.229 --> 01:14:22.010
revised 2023 and the Foundation's company law.

01:14:22.560 --> 01:14:24.439
also known as the Foundations Company Act of

01:14:24.439 --> 01:14:29.779
2017, revised 2023. So does this revised thing

01:14:29.779 --> 01:14:32.039
here mean that it will always incorporate the

01:14:32.039 --> 01:14:35.939
latest revision? So if 2025 comes out, does it

01:14:35.939 --> 01:14:38.119
automatically induct it? I think that's what

01:14:38.119 --> 01:14:42.359
that means here. This is a nerd question. I want

01:14:42.359 --> 01:14:46.380
to know. Means the Foundation Company Act revised

01:14:46.380 --> 01:14:48.699
and the Companies Act revised as applicable to

01:14:48.699 --> 01:14:51.220
foundation companies and every statutory modification.

01:14:51.869 --> 01:14:53.670
or reenactment of them. Maybe that's what that

01:14:53.670 --> 01:14:55.890
last part means, every statutory modification.

01:14:56.350 --> 01:14:58.810
I think modification might refer to revision,

01:14:58.970 --> 01:15:02.710
but we'll ask. That's why we have legal advice,

01:15:02.930 --> 01:15:07.109
is to clarify these sorts of things. Next, here

01:15:07.109 --> 01:15:10.369
we go. Ordinary resolution means a resolution

01:15:10.369 --> 01:15:12.510
passed at a general meeting of the foundation

01:15:12.510 --> 01:15:15.670
company by a simple majority of the votes cast

01:15:15.670 --> 01:15:18.489
or by a written resolution in writing under Article

01:15:18.489 --> 01:15:21.289
9 .7. We won't read through it all right now,

01:15:21.350 --> 01:15:26.250
but let's look at Article 9 .7. 9 .7 is resolution

01:15:26.250 --> 01:15:27.689
in writing. Okay, so we're going to talk about

01:15:27.689 --> 01:15:31.569
resolutions toward the end. Actually, you know

01:15:31.569 --> 01:15:33.449
what? Let's read that because it's mentioned

01:15:33.449 --> 01:15:37.890
twice here. So this was the definition of ordinary

01:15:37.890 --> 01:15:40.630
resolution by a written resolution in writing

01:15:40.630 --> 01:15:45.489
under Article 9 .7. So let's look at 9 .7. A

01:15:45.489 --> 01:15:47.729
resolution in writing signed by all persons for

01:15:47.729 --> 01:15:50.239
the time being entitled to vote. at general meetings

01:15:50.239 --> 01:15:52.460
shall be as valid and effective as if the same

01:15:52.460 --> 01:15:54.960
had been passed at a general meeting of the foundation

01:15:54.960 --> 01:15:58.479
company duly convened and held. Okay. Okay, so

01:15:58.479 --> 01:16:01.979
this basically means that a resolution, if you

01:16:01.979 --> 01:16:04.880
write a resolution, maybe by email or by Discord,

01:16:05.180 --> 01:16:10.699
has the same effect as them being passed at a

01:16:10.699 --> 01:16:12.760
general meeting in person or on Zoom or whatever.

01:16:15.159 --> 01:16:17.939
Cool. All right, so that was ordinary resolution

01:16:17.939 --> 01:16:22.859
under Section 1 .1. Special resolution. Oh, let's

01:16:22.859 --> 01:16:24.380
go back to ordinary resolution. So that means

01:16:24.380 --> 01:16:31.500
50, greater than 50%. So like 50 .1 or 51 % of

01:16:31.500 --> 01:16:34.439
the vote is simple majority. Special resolution

01:16:34.439 --> 01:16:36.539
means a resolution passed at a general meeting

01:16:36.539 --> 01:16:39.739
of the foundation company by not less than a

01:16:39.739 --> 01:16:44.199
two -thirds majority of votes cast or by a resolution

01:16:44.199 --> 01:16:48.199
in writing. Under Article 9 .7. So this requires

01:16:48.199 --> 01:16:52.800
two -thirds majority. Same thing. And it references

01:16:52.800 --> 01:16:57.680
the same Article 9 .7. Section 9 .7. The word

01:16:57.680 --> 01:17:01.119
written and in writing include all modes of representing

01:17:01.119 --> 01:17:03.300
or reproducing words in visible form. So that

01:17:03.300 --> 01:17:06.199
could be Discord. That could be Discourse or

01:17:06.199 --> 01:17:10.699
Forums. That could be Reddit even, I guess. It

01:17:10.699 --> 01:17:13.359
could be whatever it is you want where the words

01:17:13.359 --> 01:17:17.180
are reproduced in written form. visible form

01:17:17.180 --> 01:17:20.579
and then section 1 .2 except as provided above

01:17:20.579 --> 01:17:22.859
the words and expressions defined or used in

01:17:22.859 --> 01:17:25.560
the laws have been have the same meaning as in

01:17:25.560 --> 01:17:29.560
these articles okay okay so they're saying all

01:17:29.560 --> 01:17:31.800
the stuff that we went over in section section

01:17:31.800 --> 01:17:39.680
and and this one podcast 56 all of these rules

01:17:39.680 --> 01:17:44.720
and definitions had the same effect right there's

01:17:44.720 --> 01:17:49.130
the same meaning in these articles. Okay. Section

01:17:49.130 --> 01:17:53.449
2. Preliminary. Section 2 .1. Business of the

01:17:53.449 --> 01:17:55.229
foundation company may be commenced immediately

01:17:55.229 --> 01:17:58.029
upon registration under the laws. Foundation

01:17:58.029 --> 01:18:00.609
company's general nature of business is holding

01:18:00.609 --> 01:18:07.050
company securities. And, unless otherwise resolved

01:18:07.050 --> 01:18:10.430
by the directors, its financial year end is 31

01:18:10.430 --> 01:18:14.069
December. Okay. This is a great... Reason why

01:18:14.069 --> 01:18:17.470
I read it from scratch again. Because I overlooked

01:18:17.470 --> 01:18:19.529
this the first time I read it. I didn't fully

01:18:19.529 --> 01:18:22.829
understand because I didn't do episode 56 yet

01:18:22.829 --> 01:18:24.789
where I read through the law in its entirety.

01:18:25.310 --> 01:18:27.590
Having read through the law, I am now wondering

01:18:27.590 --> 01:18:35.010
about... I am now wondering about this. That

01:18:35.010 --> 01:18:39.590
right there. That sentence. Let's make that a

01:18:39.590 --> 01:18:47.380
question. Page two. Section 2 .1. Please explain

01:18:47.380 --> 01:18:54.819
the nature of the sentence. I'm going to word

01:18:54.819 --> 01:18:58.100
this very carefully so that it is explained very

01:18:58.100 --> 01:19:01.600
carefully because of current regulatory environments,

01:19:01.880 --> 01:19:05.720
all sorts of wise reasons why. Please explain

01:19:05.720 --> 01:19:08.119
the nature of the sentence. The foundation company's

01:19:08.119 --> 01:19:09.819
general nature of business is holding company

01:19:09.819 --> 01:19:14.539
securities. And we already asked in one of our

01:19:14.539 --> 01:19:18.560
questions, does the Securities Investment Business

01:19:18.560 --> 01:19:23.279
Act apply? Okay, so now we definitely want to

01:19:23.279 --> 01:19:26.220
know because that sentence makes it seem like

01:19:26.220 --> 01:19:28.779
it might. Whereas in my original assessment,

01:19:29.100 --> 01:19:32.979
I didn't think it did. But, all right, now we're

01:19:32.979 --> 01:19:41.970
going to say C, question, C, question four. And

01:19:41.970 --> 01:19:43.789
we ended with question eight. So this is going

01:19:43.789 --> 01:19:48.489
to be question nine. See question four, right?

01:19:48.890 --> 01:19:54.829
I'm going to put that one in, in blue. Actually,

01:19:54.869 --> 01:19:55.689
you know what we're going to do? We're going

01:19:55.689 --> 01:19:57.890
to take a page from what we've been doing before.

01:19:59.850 --> 01:20:03.930
We're going to highlight some key words. Okay.

01:20:04.050 --> 01:20:05.909
So this is what we were doing in our reading

01:20:05.909 --> 01:20:11.960
and it was very helpful. Okay. So BASP. I remember

01:20:11.960 --> 01:20:17.779
when we were going over this, and when I was

01:20:17.779 --> 01:20:22.640
reading through everything in Sandow 56, I made

01:20:22.640 --> 01:20:27.260
special words, keywords blue, so that we could

01:20:27.260 --> 01:20:29.539
keep track of stuff in a sentence. That became

01:20:29.539 --> 01:20:35.680
hugely helpful later on. All right, so I highlight

01:20:35.680 --> 01:20:39.000
them in green, and then the blue was what the

01:20:39.000 --> 01:20:42.859
key parts were. So we're going to do that. We're

01:20:42.859 --> 01:20:46.399
going to highlight them in green so that we can

01:20:46.399 --> 01:20:49.060
keep track of everything. That's what we're going

01:20:49.060 --> 01:20:51.840
to do. Let's start first with our questions.

01:20:51.960 --> 01:21:01.659
So articles. So VASP is one. All right. Foundation.

01:21:02.319 --> 01:21:09.739
Thou Foundation. That's two. What's next? Director.

01:21:10.300 --> 01:21:17.100
was one. DRLL was another. The Director's Registration

01:21:17.100 --> 01:21:19.920
and Licensing Law. CIBA, Securities Investment

01:21:19.920 --> 01:21:24.380
Business Act, is one. TSP DAO Foundation is another.

01:21:26.359 --> 01:21:29.960
And who are the beneficiaries? So SanFam was

01:21:29.960 --> 01:21:34.260
one, and beneficiaries was another word. So this

01:21:34.260 --> 01:21:38.340
helps kind of clear away the cobwebs later on.

01:21:38.920 --> 01:21:40.720
All right, and then what's our next part of questions?

01:21:40.939 --> 01:21:44.239
Dow assets, so land, sand, NFT collection. That

01:21:44.239 --> 01:21:47.180
could be one. Let's do assets, though. So the

01:21:47.180 --> 01:21:54.899
Dow's assets. Foundation staff. Cool. Next one

01:21:54.899 --> 01:21:59.800
was memberless. Profit incentive shareholders.

01:22:02.000 --> 01:22:04.779
Right, so required by fiduciary duty. So this

01:22:04.779 --> 01:22:08.319
is the... Here, we're going to make this blue

01:22:08.319 --> 01:22:11.739
because this is the heart of the question. And

01:22:11.739 --> 01:22:16.460
the director is a key phrase, keyword. Founder

01:22:16.460 --> 01:22:21.460
is another keyword. And here we go. There we

01:22:21.460 --> 01:22:27.159
are. You know what? Let's do this. Be consistent.

01:22:28.880 --> 01:22:35.800
All right. Now we are on our questions for articles.

01:22:35.979 --> 01:22:43.250
Okay. So the bylaws. Here are the laws. The Foundations

01:22:43.250 --> 01:22:49.229
Company Act and the Companies Act of 2017 and

01:22:49.229 --> 01:22:52.529
2003, respectively. Please explain the nature.

01:22:52.630 --> 01:22:55.789
So there's foundation company. That's another

01:22:55.789 --> 01:23:04.479
keyword. And securities. Is that a keyword? That's

01:23:04.479 --> 01:23:06.359
going to be a key phrase, so we're going to make

01:23:06.359 --> 01:23:08.819
that blue. We need to know the answer to that

01:23:08.819 --> 01:23:12.420
one. Or at least we're going to ask and see if

01:23:12.420 --> 01:23:17.239
it can be answered. There's that. All right,

01:23:17.279 --> 01:23:22.119
let's return back to our articles. The foundation

01:23:22.119 --> 01:23:24.159
company... Okay, this is section 2 .1. I'm going

01:23:24.159 --> 01:23:26.039
to read it again. Business of the foundation

01:23:26.039 --> 01:23:28.180
company may be commenced immediately upon registration

01:23:28.180 --> 01:23:30.659
under the laws. The foundation company's general

01:23:30.659 --> 01:23:33.439
nature of business... is holding company securities,

01:23:33.819 --> 01:23:35.979
and unless otherwise resolved by the directors,

01:23:36.159 --> 01:23:39.439
its financial year end is 31 December. Section

01:23:39.439 --> 01:23:43.640
2 .2. The foundation company may ratify any contract

01:23:43.640 --> 01:23:51.520
or other transaction entered into its name or

01:23:51.520 --> 01:23:55.560
on its behalf prior to registration. Section

01:23:55.560 --> 01:23:59.579
2 .3. The preliminary expenses of incorporating

01:23:59.579 --> 01:24:02.079
the foundation company shall be paid by the foundation

01:24:02.079 --> 01:24:05.159
company, including any expenses concerning any

01:24:05.159 --> 01:24:07.939
contract or transaction ratified under Article

01:24:07.939 --> 01:24:12.180
2 .2. All right, what was 2 .2? The foundation

01:24:12.180 --> 01:24:14.319
company may ratify any contract or other transaction

01:24:14.319 --> 01:24:17.880
entered into its name on or behalf prior to registration.

01:24:18.420 --> 01:24:21.340
So in 2 .3 here, where we just talked about the

01:24:21.340 --> 01:24:23.680
preliminary expenses, remember that it comes

01:24:23.680 --> 01:24:28.779
from the guaranteed amount from the original

01:24:28.779 --> 01:24:32.710
members. That's limited. I guarantee. And also,

01:24:33.109 --> 01:24:36.310
if those people are called upon to pay the debts

01:24:36.310 --> 01:24:40.550
as is required by the Companies Act, then per

01:24:40.550 --> 01:24:47.369
the exempted rules, the memo of association determined

01:24:47.369 --> 01:24:51.170
that that repayment would be $1, maximum of $1,

01:24:51.170 --> 01:24:54.229
meaning that whatever is in the foundation company's

01:24:54.229 --> 01:24:57.170
assets book is the maximum that they can pay,

01:24:57.270 --> 01:25:01.119
plus $1 of the original members. Pretty smart

01:25:01.119 --> 01:25:05.000
move. Seems like a good way to protect our people.

01:25:06.699 --> 01:25:11.079
Okay. Now, section three, the founder. All right.

01:25:13.659 --> 01:25:17.140
The founder. We learned in episode 56 that the

01:25:17.140 --> 01:25:21.699
founder was only mentioned in the template of

01:25:21.699 --> 01:25:23.659
the foundation's company law. And we were very

01:25:23.659 --> 01:25:25.220
puzzled by that. I was very puzzled by that.

01:25:25.359 --> 01:25:27.619
Why was that the case? Why is the founder only

01:25:27.619 --> 01:25:31.720
mentioned in... the template, which is optional,

01:25:31.899 --> 01:25:34.960
and a foundation company law. Didn't make any

01:25:34.960 --> 01:25:37.899
sense to me. So I really want to know that. Didn't

01:25:37.899 --> 01:25:40.180
get a chance to ask our Cayman Island lawyer

01:25:40.180 --> 01:25:43.060
guests in episode 59. If I'm able to get them

01:25:43.060 --> 01:25:45.319
back on for Q &A, perhaps I will ask them that.

01:25:46.260 --> 01:25:48.859
Why is it there? Why is it only there? But here

01:25:48.859 --> 01:25:51.300
in our articles association in section three,

01:25:51.380 --> 01:25:53.979
we have where we're going to find the founder.

01:25:54.119 --> 01:25:56.960
So section three one. The founder is International

01:25:56.960 --> 01:25:59.979
Protectors and Advisors Limited of Harbor Place,

01:26:00.020 --> 01:26:02.340
2nd Floor, 103 South Church Street, P .O. Box

01:26:02.340 --> 01:26:07.600
472, Georgetown, Grand Cayman, K1 -106, 1106

01:26:07.600 --> 01:26:10.500
Grand Cayman Islands. Okay, so the founder is

01:26:10.500 --> 01:26:16.279
IP &A. Now, if we recall IP &A, I should have

01:26:16.279 --> 01:26:20.340
been the one. Nope. Let's go back to SIP2 because

01:26:20.340 --> 01:26:22.619
I believe that's where we mentioned it. IP &A.

01:26:22.939 --> 01:26:26.920
There we go. Cayman Island law requires for all

01:26:26.920 --> 01:26:28.439
foundation companies, as well as the company's

01:26:28.439 --> 01:26:32.319
secretary and other services, IP &A is the founder

01:26:32.319 --> 01:26:35.319
of the foundation. The foundation has engaged

01:26:35.319 --> 01:26:41.760
IMPA to serve as supervisor. Okay. So IP &A,

01:26:41.840 --> 01:26:50.000
I believe, is Michael Robinson's company. I think.

01:26:51.819 --> 01:26:53.800
I'm pretty sure it is. I thought I remember seeing

01:26:53.800 --> 01:26:56.319
that somewhere. Maybe it's in the entity search

01:26:56.319 --> 01:26:59.279
that I have later. So let's, let's make that

01:26:59.279 --> 01:27:03.720
a question. Okay. So our question is page three,

01:27:03.760 --> 01:27:15.659
section 3 .1. Is I P and a, so, uh, per sip to,

01:27:15.899 --> 01:27:28.260
no, um, Is IP &A the company led by Michael Robinson,

01:27:28.500 --> 01:27:33.739
which is the director? So is it all the same?

01:27:33.979 --> 01:27:37.460
All the same people there? It's not a bad thing.

01:27:37.560 --> 01:27:41.220
Just need to know. It'd be nice to know that.

01:27:43.279 --> 01:27:47.220
All right. So IP &A is a key phrase. They're

01:27:47.220 --> 01:27:52.279
a key person. And that Michael Robinson is as

01:27:52.279 --> 01:27:56.859
well, as is the director's position. All good

01:27:56.859 --> 01:28:03.199
things to know. All right. Next up. Section 3

01:28:03.199 --> 01:28:05.680
.2. The founder has the following powers, each

01:28:05.680 --> 01:28:07.840
of which is described in more detail elsewhere

01:28:07.840 --> 01:28:11.640
in these articles. Okay. Section 3 .2a. The founder

01:28:11.640 --> 01:28:14.300
has the power to authorize the admission of members

01:28:14.300 --> 01:28:16.939
or to restrict or prohibit the admission of members.

01:28:17.140 --> 01:28:20.340
See Article 4. Article 4 is the members, okay?

01:28:21.960 --> 01:28:24.600
Section 3 .2b, the power to appoint or remove

01:28:24.600 --> 01:28:28.060
directors. See Article 5. Okay. So the founder

01:28:28.060 --> 01:28:31.800
is already proven to be... So Article 5 is directors

01:28:31.800 --> 01:28:37.760
and officers. These are some key positions. Fascinating.

01:28:37.819 --> 01:28:40.359
Who is the founder? Because this person already

01:28:40.359 --> 01:28:43.479
has an enormous amount of power. Section 3 .2c,

01:28:43.579 --> 01:28:46.039
the power to call for reports, accounts, information,

01:28:46.260 --> 01:28:49.039
and explanations from the directors. See articles

01:28:49.039 --> 01:28:53.340
5 and 13. So article 5 is directors and officers.

01:28:53.859 --> 01:28:57.859
Article 6, I'm sorry, article 13. Let's keep

01:28:57.859 --> 01:29:03.420
on going all the way down. Is accounts. Okay.

01:29:05.239 --> 01:29:09.720
Section 3 .2D. Power to appoint or remove supervisors

01:29:09.720 --> 01:29:12.279
and to settle their powers and duties. See article

01:29:12.279 --> 01:29:14.720
6. I have a feeling article 6 is going to be

01:29:14.720 --> 01:29:24.159
supervisors. It is. Okay. Section 3 .2E, the

01:29:24.159 --> 01:29:27.319
power to designate beneficiaries, give directions

01:29:27.319 --> 01:29:29.979
as to their benefits, grant them enforceable

01:29:29.979 --> 01:29:33.100
rights, and to revoke or vary the same. See Article

01:29:33.100 --> 01:29:38.000
7. Big bet that that's the beneficiaries. Article

01:29:38.000 --> 01:29:41.579
7. Yep. And because I know Article 8 is mentioned

01:29:41.579 --> 01:29:45.149
below it, Article 8 is secretary. All right,

01:29:45.170 --> 01:29:49.930
so Section 3 .2F, the right to receive notice

01:29:49.930 --> 01:29:54.850
of and attend and to vote at general meetings

01:29:54.850 --> 01:29:57.050
of the foundation company. Okay, let's look at

01:29:57.050 --> 01:30:02.109
what Article 9 is. Article 9 is general meetings.

01:30:04.529 --> 01:30:07.829
Section 3 .2G, the power to cause the foundation

01:30:07.829 --> 01:30:11.130
company to be wound up. Oh, my gosh. Wound up

01:30:11.130 --> 01:30:14.420
is liquidated. The founder has the power. To

01:30:14.420 --> 01:30:18.199
liquidate the company. To close it all down.

01:30:18.800 --> 01:30:21.579
All right. Section 3 .2H. The power to adopt,

01:30:21.699 --> 01:30:29.920
revoke, or vary bylaws. See article 17. So let's

01:30:29.920 --> 01:30:33.479
look at 15. Look at that. Winding up. It's going

01:30:33.479 --> 01:30:40.899
to be fascinating. And article 17. Bylaws. Okay.

01:30:42.140 --> 01:30:45.829
And remember. We learned in episodes 56 and 59,

01:30:46.130 --> 01:30:50.510
bylaws are optional. They are not required. And

01:30:50.510 --> 01:30:52.270
people who do business with a foundation company

01:30:52.270 --> 01:30:56.489
are not required to adhere to a foundation company's

01:30:56.489 --> 01:31:02.670
bylaws or consider it. Okay. And then section

01:31:02.670 --> 01:31:06.590
3 .2i, the power to adopt, provoke, or vary the

01:31:06.590 --> 01:31:10.550
memo of association and these articles. Let's

01:31:10.550 --> 01:31:13.899
see article 18. Alteration of memos and articles.

01:31:16.279 --> 01:31:21.420
Section slash article 18. Okay, holy smokes.

01:31:21.840 --> 01:31:25.560
So here in section 3 .2, the founder has the

01:31:25.560 --> 01:31:29.260
following powers. It seems like they have every

01:31:29.260 --> 01:31:34.399
power. The founder can almost do anything, it

01:31:34.399 --> 01:31:37.859
looks like. They can authorize and revoke members,

01:31:38.060 --> 01:31:46.699
directors, supervisors. They are allowed to call

01:31:46.699 --> 01:31:54.119
people to give reports. They're able to dissolve

01:31:54.119 --> 01:31:57.340
the company, to close it down. They're able to

01:31:57.340 --> 01:32:01.439
change the bylaws. They're able to change the

01:32:01.439 --> 01:32:03.979
memo and the articles of association that we're

01:32:03.979 --> 01:32:07.520
reading right now. This is like everything. So

01:32:07.520 --> 01:32:10.500
who is the founder? The founder is International

01:32:10.500 --> 01:32:13.439
Protectors and Advisors Limited. Who are they?

01:32:14.119 --> 01:32:19.340
When we do an entity search, you will see. What

01:32:19.340 --> 01:32:21.399
I don't think I found when I did the free search,

01:32:21.600 --> 01:32:26.020
online free search, was who led it. I don't know.

01:32:26.060 --> 01:32:30.060
We'll have to check. That right there is an enormously

01:32:30.060 --> 01:32:34.880
powerful position. So let's do this. Page three.

01:32:36.199 --> 01:32:42.149
Section 3 .1. Oh, I already did that. Is IPNA

01:32:42.149 --> 01:32:48.130
the company led by, or is the company IPNA led

01:32:48.130 --> 01:32:53.569
by Michael Brown's director? If not, who is?

01:32:53.949 --> 01:32:58.970
All right, so who is the company owner? That

01:32:58.970 --> 01:33:02.229
is the key to Sandbox Style Foundation, apparently.

01:33:03.130 --> 01:33:05.170
That founder position. Okay, let's keep going.

01:33:05.229 --> 01:33:08.500
Section 3 -3. the founder's powers are free of

01:33:08.500 --> 01:33:11.119
any duty and may be exercised for the founder's

01:33:11.119 --> 01:33:15.979
own benefit. I don't know what that means. Free

01:33:15.979 --> 01:33:20.159
of any duty. Does that mean duty of, like fiduciary

01:33:20.159 --> 01:33:29.859
duty? Let's ask. Does free of any duty mean fiduciary

01:33:29.859 --> 01:33:36.550
duty? Duty? What else? And maybe exercise for

01:33:36.550 --> 01:33:39.329
the founder's own benefit. Okay, second question.

01:33:40.710 --> 01:33:45.390
Remember how we just read in our memo of association?

01:33:46.210 --> 01:33:51.970
Section 9. We just had this great... No, not

01:33:51.970 --> 01:33:55.810
that one. Where's the one about the remuneration?

01:33:56.090 --> 01:33:59.090
There. Section 6. How people can't just give

01:33:59.090 --> 01:34:01.729
themselves stuff if they want to. Does this mean

01:34:01.729 --> 01:34:05.829
that... Page three, section three, three of the

01:34:05.829 --> 01:34:09.810
articles association that where it says maybe

01:34:09.810 --> 01:34:11.710
exercise for the founders own benefit. Do they

01:34:11.710 --> 01:34:17.770
get to disregard that? Own benefit. Mean they

01:34:17.770 --> 01:34:22.430
get to disregard. The memorandum of association.

01:34:24.369 --> 01:34:29.949
Page. Whatever section nine. What is it? Page

01:34:29.949 --> 01:34:35.520
three, section nine. Here we go. Super, super

01:34:35.520 --> 01:34:38.300
curious. That doesn't mean anything's going bad

01:34:38.300 --> 01:34:41.460
here. It just means that the founder, who is

01:34:41.460 --> 01:34:44.800
an optional role, has been given very, very big

01:34:44.800 --> 01:34:51.800
power. A lot of power. Okay. So what else have

01:34:51.800 --> 01:34:55.720
we got? This is a key phrase. So we're going

01:34:55.720 --> 01:35:00.840
to make this one blue. And founder is a role,

01:35:01.060 --> 01:35:06.779
a keyword. So we're going to make that. So we're

01:35:06.779 --> 01:35:09.399
going to make that highlighted. And then MOA,

01:35:09.399 --> 01:35:15.939
page 3, section 9. Also. Okay. Let's go back

01:35:15.939 --> 01:35:21.199
now. Section 3 -4. The founder may, by notice

01:35:21.199 --> 01:35:23.739
of the foundation company, irrevocably or irrevocably

01:35:23.739 --> 01:35:27.319
terminate or restrict any or all of the founder's

01:35:27.319 --> 01:35:30.140
powers. If the termination or restriction is

01:35:30.140 --> 01:35:32.850
expressed to be irrevocable, It may not be altered

01:35:32.850 --> 01:35:35.609
or revoked directly or through an alteration

01:35:35.609 --> 01:35:41.850
of these articles. I'm seeing a little bit of

01:35:41.850 --> 01:35:43.789
a contradiction here. I don't know. I'm not a

01:35:43.789 --> 01:35:47.890
lawyer, so I'm not sure. But let's go page 4,

01:35:48.109 --> 01:35:55.430
section 3 .4. Is there a contradiction here?

01:35:57.529 --> 01:36:05.079
The founder may irrevocably... revoke his, her

01:36:05.079 --> 01:36:11.579
own powers, but has the power to, has a power

01:36:11.579 --> 01:36:21.300
in section 3 .3 to, what was the, no, section

01:36:21.300 --> 01:36:30.840
3 .2 to, where was it? Receive notice. Section

01:36:30.840 --> 01:36:33.180
here, I, the power to adopt, provoke, or vary.

01:36:34.619 --> 01:36:39.100
So they can change it however they like. So if

01:36:39.100 --> 01:36:44.460
they irrevocably revoke their powers, can they

01:36:44.460 --> 01:36:49.100
overrule their own revoking of the powers? Or

01:36:49.100 --> 01:36:50.520
because they revoke the powers, they're now kicked

01:36:50.520 --> 01:36:52.119
out and they don't get a chance to go back in?

01:36:52.460 --> 01:37:01.550
I don't know. Under section 3 .2i. To change

01:37:01.550 --> 01:37:06.470
MOA. Do they get to change the articles? Wait

01:37:06.470 --> 01:37:08.869
a minute. It just says articles. Oh, and these

01:37:08.869 --> 01:37:17.890
articles, yeah. And AOA. However they want. So

01:37:17.890 --> 01:37:23.409
it's key phrases. Key word is founder. MOA and

01:37:23.409 --> 01:37:29.449
AOA are also keywords. And then, yep, there we

01:37:29.449 --> 01:37:36.140
go. All right, so that's a question. It does

01:37:36.140 --> 01:37:38.319
say at the very end here, directly or through

01:37:38.319 --> 01:37:40.840
an alteration of the article, so maybe the answer

01:37:40.840 --> 01:37:43.340
here is no, but the fact that the founder has

01:37:43.340 --> 01:37:47.319
the power to change itself whenever it wants,

01:37:47.380 --> 01:37:50.199
it sounds like. I mean, can it change the words,

01:37:50.439 --> 01:37:52.760
the other section saying that it can't change

01:37:52.760 --> 01:37:54.979
the words? I don't know which one wins out there.

01:37:56.500 --> 01:38:00.979
We would need lawyer support. Okay. Section 3

01:38:00.979 --> 01:38:03.460
.5. The founder's powers are not assignable,

01:38:03.539 --> 01:38:05.100
meaning they can't be transferred to someone

01:38:05.100 --> 01:38:07.800
else, and, except as permitted by these articles

01:38:07.800 --> 01:38:10.520
or required by law, may not be exercised by any

01:38:10.520 --> 01:38:12.500
other person on behalf of the founder. Okay?

01:38:12.539 --> 01:38:14.800
So the founder may not designate someone else

01:38:14.800 --> 01:38:19.199
to have the powers, which, as we learned, are

01:38:19.199 --> 01:38:24.319
like God powers. This is the God mode right here.

01:38:24.979 --> 01:38:30.739
The founder. Okay? Section 3 .5, the founder's

01:38:30.739 --> 01:38:32.739
powers are not assignable. And we just read that

01:38:32.739 --> 01:38:37.680
in our mind. Section 3 .6, upon the founder's

01:38:37.680 --> 01:38:39.899
winding up in dissolution, the founder's powers

01:38:39.899 --> 01:38:42.640
shall terminate. See, this is why I'm saying,

01:38:42.880 --> 01:38:45.420
okay, we need to add this to the question. So

01:38:45.420 --> 01:38:48.939
it's not just section 3 .2i, it's also section

01:38:48.939 --> 01:38:57.880
3 .6, which says the founder's powers terminate.

01:38:58.319 --> 01:39:01.600
when the company gets dissolved. But here it

01:39:01.600 --> 01:39:04.739
says that it could be irrevocably terminated.

01:39:05.359 --> 01:39:07.420
I don't know. This seems like a contradiction

01:39:07.420 --> 01:39:11.220
going on here. So I'd like to know. It says it

01:39:11.220 --> 01:39:17.979
only terminates upon winding up. Okay, so we'll

01:39:17.979 --> 01:39:23.159
quantify our question a little bit. Winding up

01:39:23.159 --> 01:39:30.750
is a key term as well. All right, so next. We're

01:39:30.750 --> 01:39:35.029
on question 16. We're about a third of the way

01:39:35.029 --> 01:39:38.550
through. All right, so section 3 .7. The exercise

01:39:38.550 --> 01:39:40.350
of the founder's powers does not cease to be

01:39:40.350 --> 01:39:42.329
effective by reason only that the founder is

01:39:42.329 --> 01:39:44.949
subsequently wound up and dissolved or ceases

01:39:44.949 --> 01:39:50.109
to have the power. What the? Oh, okay, I see.

01:39:50.189 --> 01:39:52.329
I see what's going on here. So if the founder

01:39:52.329 --> 01:39:56.550
says, you know, I'm going to replace the director.

01:39:57.069 --> 01:39:59.449
and before the director is replaced... Okay,

01:39:59.510 --> 01:40:02.069
let's start over. So if the founder says, in

01:40:02.069 --> 01:40:05.869
accordance with the power granted Section 3 .2b,

01:40:06.029 --> 01:40:09.850
the power to remove or appoint directors, if

01:40:09.850 --> 01:40:12.550
the founder says, I'm going to remove the director

01:40:12.550 --> 01:40:15.649
and appoint a new one, and before that director

01:40:15.649 --> 01:40:19.069
is appointed or removed, the founder decides

01:40:19.069 --> 01:40:24.510
to irrevocably terminate their own power, then

01:40:24.510 --> 01:40:30.109
that... founder's power does not cease to continue.

01:40:30.229 --> 01:40:34.670
So I think this means that that director will

01:40:34.670 --> 01:40:37.569
continue to be removed and the other one will

01:40:37.569 --> 01:40:42.250
be appointed. And that can't be subverted or

01:40:42.250 --> 01:40:45.670
changed just because the founder ceases to have

01:40:45.670 --> 01:40:49.189
power. Right? So the founder can't leave and

01:40:49.189 --> 01:40:50.649
then you say, no, we're not going to follow that.

01:40:51.130 --> 01:40:55.170
I think that's what this says. Let's ask. Section,

01:40:55.350 --> 01:41:05.430
so, Page four, section 3 .7. Does this mean that

01:41:05.430 --> 01:41:15.689
if a founder makes a decision and then their

01:41:15.689 --> 01:41:23.949
power terminates, the decision must be upheld?

01:41:25.930 --> 01:41:30.149
After they leave. And so our example was. Remove

01:41:30.149 --> 01:41:38.989
a director. Declared. A director. To be removed.

01:41:39.670 --> 01:41:44.770
And then the founder. Leaves. Before the director.

01:41:45.109 --> 01:41:48.350
Is removed. And maybe we won't use the word director.

01:41:48.510 --> 01:41:52.569
Because. I hope we get the director to. I hope

01:41:52.569 --> 01:41:56.029
we can interview the director. Perhaps. So let's

01:41:56.029 --> 01:41:58.890
choose a member. Claire, a member. Be removed.

01:41:59.189 --> 01:42:04.770
And maybe not removed. Let's go appointed. Appointed

01:42:04.770 --> 01:42:15.149
a new supervisor. There we go. And then the founder

01:42:15.149 --> 01:42:19.689
leaves before the supervisor is appointed. There

01:42:19.689 --> 01:42:24.159
we go. That's a more positive example. All right.

01:42:25.479 --> 01:42:31.260
So let's put in our keywords. So founder is a

01:42:31.260 --> 01:42:39.699
keyword. Supervisor is a keyword. Founder again

01:42:39.699 --> 01:42:50.600
is a keyword. As a supervisor. Okay. And that

01:42:50.600 --> 01:42:52.340
was section 3 .7. So that's the end of section

01:42:52.340 --> 01:42:57.569
three. So we just described the founder who has

01:42:57.569 --> 01:43:01.550
god mode powers, apparently, to change everything.

01:43:01.729 --> 01:43:04.390
And there's a little bit of confusion on my end,

01:43:04.409 --> 01:43:07.930
at least, as to how the founder's power gets

01:43:07.930 --> 01:43:10.010
terminated. Can it reverse its own termination?

01:43:10.250 --> 01:43:13.890
Some things here that are a little confusing.

01:43:14.470 --> 01:43:23.060
So we put that here in section... in our questions.

01:43:23.600 --> 01:43:26.979
Okay, so articles, and now we're on section four

01:43:26.979 --> 01:43:30.399
members. Section four one, the initial subscriber

01:43:30.399 --> 01:43:33.100
to the Memorandum of Association shall be the

01:43:33.100 --> 01:43:35.819
first member of the foundation company. Okay,

01:43:35.899 --> 01:43:39.319
very good to know. So as we learned in Sandow

01:43:39.319 --> 01:43:43.560
56, a subscriber is required to start the company.

01:43:43.699 --> 01:43:46.699
That initial subscriber in this case has been

01:43:46.699 --> 01:43:48.680
determined to be the first member of the foundation

01:43:48.680 --> 01:43:52.369
company. Very good to know. So who is that initial

01:43:52.369 --> 01:43:55.270
subscriber? You could see at the very bottom

01:43:55.270 --> 01:43:58.189
who that was. International Corporation Services

01:43:58.189 --> 01:44:01.409
Limited. That was the authorized signature. And

01:44:01.409 --> 01:44:04.250
there it describes the subscriber. So this company,

01:44:04.369 --> 01:44:09.170
ICSL, is the subscriber, which we know as a result

01:44:09.170 --> 01:44:15.569
of SIP2, we have engaged ICSL to serve as secretary

01:44:15.569 --> 01:44:18.289
and register office provider under the articles.

01:44:19.210 --> 01:44:26.479
Where? Just say, I don't know who ICSL is actually.

01:44:27.560 --> 01:44:29.680
Oh, wait, wait, wait. I think, I think we figured

01:44:29.680 --> 01:44:32.840
this one out when we did birth of the Dow. So

01:44:32.840 --> 01:44:37.159
we, what we did was we looked up. Y 'all can't

01:44:37.159 --> 01:44:40.520
see what I'm doing. Oh, so if y 'all remember,

01:44:40.659 --> 01:44:42.720
we, we did a little investigation. Here it is.

01:44:43.819 --> 01:44:49.340
All right. So we think that ICSL is part of or

01:44:49.340 --> 01:44:52.520
an offshoot of Travers Torvalberga. And then,

01:44:52.579 --> 01:44:56.859
yeah, yeah. So let's zoom in a little bit. So

01:44:56.859 --> 01:45:00.619
this was back a while back ago, but we believe

01:45:00.619 --> 01:45:03.500
that ICSL, because we looked at Dunn's and Bradstreet,

01:45:03.579 --> 01:45:10.340
that ICSL is owned by Travers Torvalberga. So

01:45:10.340 --> 01:45:13.739
when we looked up Dunn and Bradstreet, we saw

01:45:13.739 --> 01:45:18.659
that the key principal was Michael Alberga. Can

01:45:18.659 --> 01:45:20.300
you read that? There we go. The key principal

01:45:20.300 --> 01:45:27.060
is Michael Alberga. This is for ICSL. And we

01:45:27.060 --> 01:45:34.060
also looked up the documents that we're reading

01:45:34.060 --> 01:45:39.039
right now. So Travers Thorpe Alberga, Alberga

01:45:39.039 --> 01:45:41.640
being the keyword there, he is one of the founding

01:45:41.640 --> 01:45:44.020
partners or is a partner for Travers Thorpe Alberga.

01:45:44.119 --> 01:45:49.010
So that tells me that ICSL runs. It is being

01:45:49.010 --> 01:45:52.170
run by the legal counsel for the foundation.

01:45:52.529 --> 01:45:57.510
I already asked that question. Oh, we asked IP

01:45:57.510 --> 01:46:01.109
&A. Who is IP &A run by? And let's see, did we

01:46:01.109 --> 01:46:04.170
already know that? Yeah, we don't know who that

01:46:04.170 --> 01:46:07.930
is. So that's still a good question. But let's

01:46:07.930 --> 01:46:11.369
also put as a sub question here, not a sub question,

01:46:11.470 --> 01:46:17.050
sub answer. We were in the articles, right? You're

01:46:17.050 --> 01:46:19.939
in the articles, right? So let's just put in

01:46:19.939 --> 01:46:23.979
here, because we already know the answer. ICSL

01:46:23.979 --> 01:46:35.220
is owned by a partner of TTA. Okay, so let's

01:46:35.220 --> 01:46:38.020
copy paste that part in so that we can remember

01:46:38.020 --> 01:46:43.319
this in the future. We already did this work

01:46:43.319 --> 01:46:47.979
to figure this out. All right. So it's not exactly

01:46:47.979 --> 01:46:51.239
listed here, unless somewhere where it describes

01:46:51.239 --> 01:46:56.100
TTA. The foundation has engaged TTA to advise.

01:46:56.460 --> 01:46:58.760
Oh, you all cannot see what I'm doing. There

01:46:58.760 --> 01:47:03.659
we go. The foundation has engaged TTA to advise

01:47:03.659 --> 01:47:05.979
on the foundation's formation and on legal matters

01:47:05.979 --> 01:47:09.779
related to Cayman Island law going forward. Professional

01:47:09.779 --> 01:47:11.699
directors require experienced legal counsel,

01:47:11.920 --> 01:47:14.399
okay? TTA has extensive experience in the formation

01:47:14.399 --> 01:47:16.960
and operation of DAOs and is qualified to serve

01:47:16.960 --> 01:47:19.380
in this capacity. DAO will ratify the appointment

01:47:19.380 --> 01:47:23.960
of TTA as came in on legal counsel, okay? So

01:47:23.960 --> 01:47:27.199
that's where we determined Michael Alberga. That

01:47:27.199 --> 01:47:31.439
is the same Michael Alberga in... Where's the

01:47:31.439 --> 01:47:37.359
link? Travers Thorpe Alberga. Let me see. Let

01:47:37.359 --> 01:47:41.539
me find it. All right, so Travers Thorpe Alberga.

01:47:42.340 --> 01:47:47.840
Here's the law firm. And if we go to our people,

01:47:48.060 --> 01:47:57.039
we shall see right there. Michael Alberga. Under

01:47:57.039 --> 01:47:58.720
Travers Thorpe Alberga. So if we click that,

01:47:58.779 --> 01:48:04.960
it will bring us to Michael Alberga. Managing

01:48:04.960 --> 01:48:07.960
partner, Human Islands. Okay, so that's how we

01:48:07.960 --> 01:48:11.880
made that connection. And again, nothing wrong,

01:48:12.020 --> 01:48:14.720
nothing weird going on here. Seems like that

01:48:14.720 --> 01:48:18.880
was contemplated in order to successfully stand

01:48:18.880 --> 01:48:22.420
up and create our DAO. Okay, no problem. Makes

01:48:22.420 --> 01:48:24.699
sense. At the time, we thought it was suspicious,

01:48:24.819 --> 01:48:27.420
but the more we actually educated ourselves on

01:48:27.420 --> 01:48:30.939
this, the more we got people, lawyers, advice,

01:48:31.260 --> 01:48:34.479
not advice, lawyers to be guests to explain things,

01:48:34.659 --> 01:48:38.180
and we delved into the laws and we read through

01:48:38.180 --> 01:48:42.149
stuff. Nitty gritty? It's not quite so weird

01:48:42.149 --> 01:48:45.289
anymore. I don't think there's anything really

01:48:45.289 --> 01:48:52.649
going wrong here. Okay? So we are... Oh, we were

01:48:52.649 --> 01:48:55.609
updating our question. Right, we were updating

01:48:55.609 --> 01:49:02.590
our question. So ICSL is owned by... Owned by?

01:49:04.050 --> 01:49:06.569
Let's look at the exact language. What does Dun

01:49:06.569 --> 01:49:12.350
& Bradstreet say? Key principle, okay. So you

01:49:12.350 --> 01:49:16.149
always want to err on the side of using the source's

01:49:16.149 --> 01:49:20.069
words. It can get a little conflicting, like

01:49:20.069 --> 01:49:22.670
does key principle really mean owned? Sometimes

01:49:22.670 --> 01:49:25.390
it doesn't, which is why you never, you want

01:49:25.390 --> 01:49:29.970
to try not to interpret or paraphrase for someone

01:49:29.970 --> 01:49:32.670
else unless you actually know or hear what they've

01:49:32.670 --> 01:49:39.579
had to say. So the key principle for ICSL, is

01:49:39.579 --> 01:49:42.760
Michael Alberga. And as we saw, Michael Alberga

01:49:42.760 --> 01:49:49.439
is a managing partner. So good to know. And as

01:49:49.439 --> 01:49:54.579
you read in SIP number two, they, Travers Thorpe

01:49:54.579 --> 01:49:58.359
Alberga has extensive experience in DAOs. So

01:49:58.359 --> 01:50:03.979
the way that they're doing it here is, the way

01:50:03.979 --> 01:50:05.819
they're doing it here seems to be tried, true,

01:50:05.920 --> 01:50:09.479
and tested. They also seem to have a lot of offices.

01:50:09.920 --> 01:50:13.600
New Zealand, Australia, Hong Kong, London, British

01:50:13.600 --> 01:50:20.300
Virgin Islands, Cayman Islands. Okay, cool. Let's

01:50:20.300 --> 01:50:26.840
go back. So now we're on section four. We just

01:50:26.840 --> 01:50:29.319
read 4 .1. The initial subscriber to the Memo

01:50:29.319 --> 01:50:31.340
Association shall be the first member of the

01:50:31.340 --> 01:50:34.140
foundation company. Cool. Now we know what that

01:50:34.140 --> 01:50:36.880
means. The subscriber is the one who initially...

01:50:37.279 --> 01:50:41.579
creates the company. And then that's the first

01:50:41.579 --> 01:50:44.060
member. I wouldn't be surprised if that first

01:50:44.060 --> 01:50:48.579
member also became either the founder or the

01:50:48.579 --> 01:50:51.640
director. Unsure. We'll keep reading. Section

01:50:51.640 --> 01:50:53.939
4 .2. Subject to these articles, the directors

01:50:53.939 --> 01:50:56.659
may, if so authorized by the founder or by a

01:50:56.659 --> 01:50:58.920
special resolution of the foundation company,

01:50:59.140 --> 01:51:01.859
admit as a member any person who has applied

01:51:01.859 --> 01:51:04.399
for membership in writing, and the terms of admission

01:51:04.399 --> 01:51:07.720
may restrict, enlarge, or exclude. any or all

01:51:07.720 --> 01:51:10.340
of the voting and or rights or powers of members

01:51:10.340 --> 01:51:13.359
under these articles or provide for termination

01:51:13.359 --> 01:51:16.279
of membership at a specified time or in specified

01:51:16.279 --> 01:51:20.739
circumstances. Cool. I wonder if the special

01:51:20.739 --> 01:51:24.800
counsel or advisory board are members. Let's

01:51:24.800 --> 01:51:31.840
ask. Let's ask that question. Page 4. Section

01:51:31.840 --> 01:51:41.979
4 .2. Is the... SC or AB members? Okay. And the

01:51:41.979 --> 01:51:47.699
second question would be, did the initial subscriber

01:51:47.699 --> 01:51:54.840
become the founder or director? All right. So

01:51:54.840 --> 01:51:57.640
we're trying to connect some dots here. It's

01:51:57.640 --> 01:52:02.380
helping us understand how this is run. Right?

01:52:02.619 --> 01:52:05.880
If not, what are they? Are they beneficiaries?

01:52:06.880 --> 01:52:09.880
So then our 18th question, did the initial subscriber

01:52:09.880 --> 01:52:21.020
become the founder or director? Okay. That was

01:52:21.020 --> 01:52:30.199
both of those are 4 .1s. No. Fixed. All right.

01:52:31.159 --> 01:52:38.149
Now we're on. Next up, question 19. Okay. We

01:52:38.149 --> 01:52:41.069
just read through section 4 .2. Now we're going

01:52:41.069 --> 01:52:43.729
to 4 .3. The founder, by notice to the foundation

01:52:43.729 --> 01:52:45.850
company or the foundation company by special

01:52:45.850 --> 01:52:49.510
resolution, may restrict or prohibit a subsequent

01:52:49.510 --> 01:52:52.470
admission of members. If the restriction or prohibition

01:52:52.470 --> 01:52:55.270
is expressed to be irrevocable, it may not be

01:52:55.270 --> 01:52:58.510
altered or revoked directly or through an alteration

01:52:58.510 --> 01:53:02.010
of the articles. But it sounds like the founder

01:53:02.010 --> 01:53:08.810
can... It's not like the founder can change anything.

01:53:09.189 --> 01:53:17.970
So page 4, section 4 .3. But the founder can

01:53:17.970 --> 01:53:29.710
overturn this irrevocable prohibition. So can.

01:53:29.829 --> 01:53:35.750
Can the founder. overturn this irrevocable prohibition.

01:53:37.949 --> 01:53:42.350
See how all this stuff, this is how, this is

01:53:42.350 --> 01:53:46.869
how these things are done. This is how you determine

01:53:46.869 --> 01:53:51.710
what really goes on. So when I was showing you

01:53:51.710 --> 01:53:59.930
all earlier, over here, when I did my, when I

01:53:59.930 --> 01:54:05.109
did my, relationship map in standoff 56 this

01:54:05.109 --> 01:54:09.029
this triangle of confusion i said so let's go

01:54:09.029 --> 01:54:13.449
back to it ready here we go oh that's not it

01:54:13.449 --> 01:54:19.470
that's not what i'm after hold on link must be

01:54:19.470 --> 01:54:27.310
broken uh my triangle confusion yeah whoops was

01:54:27.310 --> 01:54:29.130
i didn't know the relationship of everyone here

01:54:29.550 --> 01:54:33.869
And then I expanded upon that in Sandow 57, where

01:54:33.869 --> 01:54:40.310
we talked about this flowchart. And Sandow 57

01:54:40.310 --> 01:54:42.850
looked like this, or 56, excuse me, looked like

01:54:42.850 --> 01:54:45.050
this. And I upgraded my triangle of confusion

01:54:45.050 --> 01:54:48.989
to my rectangle of confusion, because it still

01:54:48.989 --> 01:54:51.590
wasn't clear. Although we knew who else was doing

01:54:51.590 --> 01:54:54.029
stuff, we knew more of what was going on, we

01:54:54.029 --> 01:54:56.329
still didn't exactly know how they all played

01:54:56.329 --> 01:55:01.060
together day to day. And Sandow59 with the lawyer

01:55:01.060 --> 01:55:04.279
guests, they helped explain a little bit of it,

01:55:04.319 --> 01:55:06.140
but we didn't get time to the question and answers

01:55:06.140 --> 01:55:08.800
to figure that out. So that's where I want to

01:55:08.800 --> 01:55:13.140
know what actually is going on between all of

01:55:13.140 --> 01:55:16.640
these people here. What's going on here? And

01:55:16.640 --> 01:55:20.340
after Sandow59, we were able to clarify that

01:55:20.340 --> 01:55:23.800
a little bit, but it's only this part on the

01:55:23.800 --> 01:55:26.859
left. All we know is more of what happens on

01:55:26.859 --> 01:55:28.760
the left. I still don't fully know what happens

01:55:28.760 --> 01:55:31.739
on the right. So I'd like to do an interview

01:55:31.739 --> 01:55:35.500
with the director, Michael Robinson, if we can.

01:55:36.380 --> 01:55:38.680
I'd like to do an interview with, you know, have

01:55:38.680 --> 01:55:41.020
one of them on. I think that'd be really cool.

01:55:42.239 --> 01:55:46.079
I think kind of give us some guidance. What really

01:55:46.079 --> 01:55:53.239
goes on there? Okay. And we are here. All right.

01:55:55.060 --> 01:55:59.180
And I know we want to, how do these positions

01:55:59.180 --> 01:56:04.760
interact day to day? So that's a question we

01:56:04.760 --> 01:56:08.739
want to ask of what, which section? We want to

01:56:08.739 --> 01:56:13.760
ask this of section in general. It's going to

01:56:13.760 --> 01:56:17.180
be a general question, but we're going to ask

01:56:17.180 --> 01:56:20.899
it here while we're in the member section. There

01:56:20.899 --> 01:56:26.359
we go. Okay. That sounds good. And let's go...

01:56:26.359 --> 01:56:30.300
Yeah, you know what we're going to do? So here,

01:56:30.560 --> 01:56:35.279
we're going to... We're going to take our rectangle

01:56:35.279 --> 01:56:39.460
of confusion. And then we're going to paste it

01:56:39.460 --> 01:56:43.539
in here so that we remember why it was we were

01:56:43.539 --> 01:56:47.600
asking this question. Okay, so I pull open that.

01:56:47.699 --> 01:56:52.439
I go like this. And then let's crop it a little

01:56:52.439 --> 01:56:56.119
bit. All right, so this is so we can remind ourselves

01:56:56.119 --> 01:57:01.380
why, what are we referring to? I guess I need

01:57:01.380 --> 01:57:07.460
to later on. Okay, so general question. We read,

01:57:07.720 --> 01:57:11.920
what did we read last? Founder by notice to company.

01:57:14.060 --> 01:57:16.560
Okay, yeah, so we may restrict and prohibit the

01:57:16.560 --> 01:57:18.539
subsequent admission of members. So that general

01:57:18.539 --> 01:57:20.140
question actually is going to be a question for

01:57:20.140 --> 01:57:28.560
section 4 .3. Section 4 .3 may restrict or prohibit

01:57:28.560 --> 01:57:33.859
members. All right, so we want to know more about

01:57:33.859 --> 01:57:39.420
this. How do all the positions interact day to

01:57:39.420 --> 01:57:43.300
day? There we go. All right, now section 4 .4.

01:57:43.380 --> 01:57:45.479
A person's membership of the foundation company

01:57:45.479 --> 01:57:50.539
terminates section 4 .4a. If the person dies

01:57:50.539 --> 01:57:53.300
or being a corporation is dissolved, section

01:57:53.300 --> 01:57:56.539
4 .4b, if the person resigns as a member by notice

01:57:56.539 --> 01:57:58.960
to the foundation company, the resignation shall

01:57:58.960 --> 01:58:00.880
be effective immediately unless the notice states

01:58:00.880 --> 01:58:04.600
otherwise, or section 4c, as provided in the

01:58:04.600 --> 01:58:08.939
person's terms of admissions as a member. Okay.

01:58:10.260 --> 01:58:13.159
Section 4 .5, it is not a condition of this article

01:58:13.159 --> 01:58:15.399
that the foundation company continues to have

01:58:15.399 --> 01:58:20.670
one or more members. Okay. Section 4 .6, the

01:58:20.670 --> 01:58:22.510
rights and powers of members are not assignable

01:58:22.510 --> 01:58:25.590
and transferable to someone else. And except

01:58:25.590 --> 01:58:27.390
as permitted by these articles are required by

01:58:27.390 --> 01:58:29.989
law, the rights or powers of a member may not

01:58:29.989 --> 01:58:32.310
be exercised by any other person on behalf of

01:58:32.310 --> 01:58:34.529
the member. Okay, so same thing as the founder.

01:58:35.229 --> 01:58:37.909
Section 4 .7, the rights and powers of members

01:58:37.909 --> 01:58:41.229
are free of any duty. Now that sounds very familiar,

01:58:41.250 --> 01:58:44.670
but changed from the founder. The founder said

01:58:44.670 --> 01:58:47.810
the founder's power in section 3 .3 are free

01:58:47.810 --> 01:58:50.439
of any duty. And maybe exercise for the founders

01:58:50.439 --> 01:58:53.779
on benefit. So what does that, what does not

01:58:53.779 --> 01:58:57.619
including that mean? I think we asked that question

01:58:57.619 --> 01:59:01.000
already, didn't we? And maybe exercise for the

01:59:01.000 --> 01:59:07.420
founders on benefit. So, and we're going to put

01:59:07.420 --> 01:59:12.319
reference 3 .3. Okay. So we want to reference

01:59:12.319 --> 01:59:21.090
3 .3 there. Where members don't have this. Okay,

01:59:21.109 --> 01:59:23.430
so we're going to put that as blue. So not blue.

01:59:25.149 --> 01:59:27.949
There we go. That one. So that one will tell

01:59:27.949 --> 01:59:32.649
us. That one will tell us. I put that in as kind

01:59:32.649 --> 01:59:36.489
of like an aside. We can ask that later. Okay.

01:59:37.350 --> 01:59:39.909
So we're in a section three, three. Now we're

01:59:39.909 --> 01:59:42.189
in section three, four. The founder may, by notice

01:59:42.189 --> 01:59:45.149
to the foundation company, revocably or irrevocably

01:59:45.149 --> 01:59:48.670
terminate or restrict. Any or all the founders'

01:59:48.810 --> 01:59:50.850
powers, if the termination or restriction is

01:59:50.850 --> 01:59:53.529
expressed to be irrevocable, it may not be altered

01:59:53.529 --> 01:59:56.310
or revoked directly or through an alteration

01:59:56.310 --> 02:00:00.390
of these articles. Isn't that? Oh. Shoot. My

02:00:00.390 --> 02:00:04.210
fault. I skipped. I went back on accident. That

02:00:04.210 --> 02:00:06.810
was section 3 -4. We already read that. Let's

02:00:06.810 --> 02:00:11.409
go to section 4. We read through all the members.

02:00:11.810 --> 02:00:14.369
We went through section 4 -7. The rights and

02:00:14.369 --> 02:00:16.840
powers of members are free of any duty. That's

02:00:16.840 --> 02:00:19.640
where we went down that other rabbit hole. Okay,

02:00:19.699 --> 02:00:23.199
now we're on section five, directors and officers.

02:00:23.800 --> 02:00:27.939
The foundation company, section 5 .1, the foundation

02:00:27.939 --> 02:00:29.800
company shall at all times have at least one

02:00:29.800 --> 02:00:33.159
director. Okay, didn't know. That's consistent

02:00:33.159 --> 02:00:35.840
with what we learned in Sandow 56, where you

02:00:35.840 --> 02:00:40.539
had to have a director and a supervisor and a

02:00:40.539 --> 02:00:43.420
secretary. And the secretary had to be licensed

02:00:43.420 --> 02:00:46.170
in accordance with the... The Companies Management

02:00:46.170 --> 02:00:50.609
Act. All right, section 5 .2. The first directors

02:00:50.609 --> 02:00:53.489
may be appointed by the subscribers to the memorandum

02:00:53.489 --> 02:00:58.989
of association. There we go. That tells you the

02:00:58.989 --> 02:01:01.949
power right there. Let's go back to what question?

02:01:02.810 --> 02:01:06.470
Did the initial subscriber become the founder

02:01:06.470 --> 02:01:08.710
or director? What we want here is a reference,

02:01:08.930 --> 02:01:17.390
section 5 .2, where it says, First director may

02:01:17.390 --> 02:01:24.949
be appointed by the initial subscriber. See,

02:01:25.090 --> 02:01:31.390
this is starting to really paint a picture. Starting

02:01:31.390 --> 02:01:33.449
to see how the relationships are playing out.

02:01:33.569 --> 02:01:35.670
I just don't know how it plays out day to day.

02:01:35.789 --> 02:01:38.069
I know how it's described here and starting to

02:01:38.069 --> 02:01:41.130
play out this way. I don't know the rest of that.

02:01:43.260 --> 02:01:45.720
We want to reference 5 .2 where it says the first

02:01:45.720 --> 02:01:47.739
director may be appointed by the initial subscriber.

02:01:48.060 --> 02:01:51.439
So does this work in the way that our lawyer

02:01:51.439 --> 02:01:54.979
guests in Sandow59 said where it's first director

02:01:54.979 --> 02:01:58.100
-led and then token holder -led? If y 'all recall,

02:01:58.520 --> 02:02:06.439
it was here that we did that. Director -led,

02:02:06.640 --> 02:02:09.640
token holder -led, and under the timeline of

02:02:09.640 --> 02:02:16.060
events. And that was this one here. We just did

02:02:16.060 --> 02:02:18.359
it just the other day with Melissa and Carolyn.

02:02:19.979 --> 02:02:24.579
Okay, now we have it saying in section 5 .2,

02:02:24.619 --> 02:02:27.399
the first director may be appointed by the subscribers

02:02:27.399 --> 02:02:31.699
to the memorandum of association. Section 5 .3,

02:02:31.819 --> 02:02:34.800
the founder has the power exercisable by notice

02:02:34.800 --> 02:02:37.100
to the foundation company to appoint or remove

02:02:37.100 --> 02:02:39.380
directors, including the founder if the founder

02:02:39.380 --> 02:02:45.220
is one. Okay. So the founder can remove themselves

02:02:45.220 --> 02:02:50.539
as directors? Okay. I'm confused as to why we

02:02:50.539 --> 02:02:53.979
had to call this out here, but okay. I guess

02:02:53.979 --> 02:02:57.000
it's just to remove all doubt, I suppose. Section

02:02:57.000 --> 02:03:00.159
5 .4. By ordinary resolution, which means simple

02:03:00.159 --> 02:03:02.279
majority, the foundation company may appoint

02:03:02.279 --> 02:03:05.000
or remove directors. Okay. So the foundation

02:03:05.000 --> 02:03:07.880
company, the founder isn't the only one who can

02:03:07.880 --> 02:03:09.720
remove directors. Apparently, the foundation

02:03:09.720 --> 02:03:12.460
company may... but ordinary resolution. And that

02:03:12.460 --> 02:03:17.479
was a simple majority at a general meeting. Oh,

02:03:17.619 --> 02:03:20.399
you all cannot see what I'm saying. Okay. That

02:03:20.399 --> 02:03:22.920
means ordinary resolution meant a simple majority

02:03:22.920 --> 02:03:26.079
at a general meeting. And we were just reading

02:03:26.079 --> 02:03:30.960
these sections. So we read that one. We read

02:03:30.960 --> 02:03:35.220
that one. And we just read section 5 .3 here.

02:03:38.000 --> 02:03:40.840
Including if the founder is one. All right, now

02:03:40.840 --> 02:03:43.119
5 .4. By ordinary resolution, the foundation

02:03:43.119 --> 02:03:45.579
company may appoint removed directors. That's

02:03:45.579 --> 02:03:47.899
the one we just finished reading. Section 5 .5.

02:03:48.100 --> 02:03:51.680
A person ceases to be a director if removed under

02:03:51.680 --> 02:03:57.560
the foregoing provisions. Or, okay, section 5

02:03:57.560 --> 02:04:00.819
.5a. If the person dies or becomes bankrupt or

02:04:00.819 --> 02:04:02.840
being a corporation enters into winding up or

02:04:02.840 --> 02:04:06.880
is dissolved. Or, section 5 .5b. If the person

02:04:06.880 --> 02:04:08.939
resigns as director by notice of the foundation

02:04:08.939 --> 02:04:11.670
company. The resignation shall be effective immediately

02:04:11.670 --> 02:04:15.989
unless the notice states otherwise, or there

02:04:15.989 --> 02:04:19.029
are no other directors in which case the resignation

02:04:19.029 --> 02:04:21.350
shall be effective upon the appointment of a

02:04:21.350 --> 02:04:23.789
further director. Meaning the director can't

02:04:23.789 --> 02:04:25.909
just leave and no one's there to replace them.

02:04:27.369 --> 02:04:31.069
That's fascinating. So I guess here it says that

02:04:31.069 --> 02:04:34.750
they can require that director continue to serve

02:04:34.750 --> 02:04:39.090
until a new director can be a... Take their place

02:04:39.090 --> 02:04:43.630
effective immediately. Section 5 .6. Subject

02:04:43.630 --> 02:04:45.909
to these articles and the bylaws, the business

02:04:45.909 --> 02:04:48.890
and affairs of the foundation company shall be

02:04:48.890 --> 02:04:51.130
managed by or under the control of the directors

02:04:51.130 --> 02:04:54.109
who may exercise all the powers of the foundation

02:04:54.109 --> 02:04:57.390
company other than those that are required by

02:04:57.390 --> 02:04:59.689
these articles or the bylaws to be exercised

02:04:59.689 --> 02:05:04.729
by the general meeting or others. So do they

02:05:04.729 --> 02:05:07.979
have the same power as the founders? The part

02:05:07.979 --> 02:05:11.859
that's confusing me here is it may exercise all

02:05:11.859 --> 02:05:14.539
the powers of the foundation company. And part

02:05:14.539 --> 02:05:16.619
of the powers of the foundation company is the

02:05:16.619 --> 02:05:20.699
power of the founder. It's a little confusing,

02:05:20.920 --> 02:05:27.779
I think. Let's do a question out of that. 5 .6.

02:05:28.199 --> 02:05:34.960
It may exercise all the powers of the foundation

02:05:34.960 --> 02:05:41.149
company. Mean it can exercise the director can

02:05:41.149 --> 02:05:47.930
exercise the founders powers. Here we go. It's

02:05:47.930 --> 02:05:53.989
a good question. So director is a keyword. Founder

02:05:53.989 --> 02:05:58.130
is a keyword. Foundation company is a keyword.

02:06:00.189 --> 02:06:02.729
So I just updated and put in question number

02:06:02.729 --> 02:06:11.340
19. Oh, I already had that in mind. My bad. So

02:06:11.340 --> 02:06:14.300
we're actually question number 21 now. It's a

02:06:14.300 --> 02:06:18.279
lot of questions. But this is all the stuff that's

02:06:18.279 --> 02:06:21.979
still confusing. When I say my rectangle of confusion

02:06:21.979 --> 02:06:26.199
here, that's what I'm referring to. This stuff.

02:06:27.079 --> 02:06:32.420
Okay? Section 5 .7. The directors shall observe

02:06:32.420 --> 02:06:35.159
these articles and the bylaws and shall at all

02:06:35.159 --> 02:06:37.600
times act... In the interests of the foundation

02:06:37.600 --> 02:06:40.399
company and its objects. That sounds a lot like

02:06:40.399 --> 02:06:43.220
fiduciary responsibility. Is that just a confirmation

02:06:43.220 --> 02:06:51.000
or is that extra too? That's that. Seven. Is

02:06:51.000 --> 02:06:59.060
this extra to the fiduciary duty? Or a confirmation

02:06:59.060 --> 02:07:04.239
of? Affirmation of? Right? Does it reinforce

02:07:04.239 --> 02:07:13.390
it? Or does it only reinforce it? So we want

02:07:13.390 --> 02:07:24.789
fiduciary duty. Section 5 .6. Nope, we're just

02:07:24.789 --> 02:07:27.970
at section 5 .7. Okay. Section 5 .8. The director

02:07:27.970 --> 02:07:30.029
shall give the founder or the general meeting,

02:07:30.210 --> 02:07:33.329
in parentheses, or the persons who have the right

02:07:33.329 --> 02:07:34.989
to attend the general meeting, in parentheses.

02:07:35.819 --> 02:07:38.300
Such reports, accounts, information, and explanations

02:07:38.300 --> 02:07:40.380
concerning the business and affairs of the foundation

02:07:40.380 --> 02:07:44.199
company and the discharge of the director's duties

02:07:44.199 --> 02:07:47.199
and the exercise of their powers as may be required

02:07:47.199 --> 02:07:52.399
by 5 .8a, notice from the founder, or 5 .b, ordinary

02:07:52.399 --> 02:07:55.079
resolution of the foundation company. So this

02:07:55.079 --> 02:07:57.579
just tells the director has to give information

02:07:57.579 --> 02:08:05.930
when asked by specific people. Okay. Section

02:08:05.930 --> 02:08:08.670
5 .9, the duties of the director are owed to

02:08:08.670 --> 02:08:12.909
the foundation company only. Section 5 .10, director's

02:08:12.909 --> 02:08:15.449
remuneration, remuneration just means compensation

02:08:15.449 --> 02:08:18.609
or salary, shall be at such rates and on such

02:08:18.609 --> 02:08:21.569
terms as may be agreed in writing by the founder

02:08:21.569 --> 02:08:23.630
or by an ordinary resolution of the foundation

02:08:23.630 --> 02:08:25.789
company. So we already know what this is. We

02:08:25.789 --> 02:08:33.569
looked at SIP 2 and under resources, and under

02:08:33.569 --> 02:08:39.920
resources, we see directors is being paid $30

02:08:39.920 --> 02:08:45.960
,000 annually. Right here. Okay. This is section

02:08:45.960 --> 02:08:53.180
5 .8. We just read that. Section 5 .9. Section

02:08:53.180 --> 02:08:55.140
5 .10 is what we just finished reading about

02:08:55.140 --> 02:09:00.520
the remuneration. Section 5 .11. Subject to the

02:09:00.520 --> 02:09:02.659
foundation company's memorandum of association.

02:09:03.390 --> 02:09:06.390
these articles and the bylaws, the directors

02:09:06.390 --> 02:09:09.630
may delegate any of the powers which are conferred

02:09:09.630 --> 02:09:12.130
on them under the foundation company's memo of

02:09:12.130 --> 02:09:15.409
association, these articles and the bylaws. Section

02:09:15.409 --> 02:09:19.630
511A. To such person or committee. Section 511B.

02:09:19.750 --> 02:09:22.109
By such means, including by power of attorney.

02:09:22.350 --> 02:09:28.130
Section 5C. To such an extent. Section 5D. For

02:09:28.130 --> 02:09:31.689
such periods or periods of time. Section 5...

02:09:32.500 --> 02:09:35.359
Section 511E, in relation to such matters or

02:09:35.359 --> 02:09:39.239
territories. Section 511F, on such terms and

02:09:39.239 --> 02:09:48.000
conditions as they think fit. Okay. Section 512,

02:09:48.300 --> 02:09:50.760
if the director so specified, any such delegation

02:09:50.760 --> 02:09:53.279
may authorize further delegation of the director's

02:09:53.279 --> 02:09:55.600
powers by any person to whom they are delegated.

02:09:55.699 --> 02:09:58.100
Okay, I see what's going on here. So in Section

02:09:58.100 --> 02:10:02.029
511, the director is allowed to delegate. as

02:10:02.029 --> 02:10:06.470
in confer or transfer or also authorize someone,

02:10:06.729 --> 02:10:13.029
the power that they have, then that person, that's

02:10:13.029 --> 02:10:16.210
section 511. Then section 512 says the person

02:10:16.210 --> 02:10:19.149
that was just delegated all that power by the

02:10:19.149 --> 02:10:21.569
director is also allowed to delegate their power

02:10:21.569 --> 02:10:25.050
to other people. So you start to get this tree.

02:10:26.189 --> 02:10:29.909
Director delegates. Let's say to delegate to

02:10:29.909 --> 02:10:32.000
two people. Those two people can then delegate

02:10:32.000 --> 02:10:36.079
to however many, four people. All right. Section

02:10:36.079 --> 02:10:39.600
513. The directors may revoke any delegation

02:10:39.600 --> 02:10:42.840
in whole or part or alter its terms or conditions.

02:10:44.460 --> 02:10:48.100
Section 514. Committees to which the directors

02:10:48.100 --> 02:10:50.800
delegate any of their powers must follow procedures

02:10:50.800 --> 02:10:53.100
which are based as far as they are applicable

02:10:53.100 --> 02:10:56.640
on those provisions of the Foundation Company's

02:10:56.640 --> 02:11:00.479
Memorandum of Association. These articles and

02:11:00.479 --> 02:11:02.779
the bylaws which govern the taking of directions

02:11:02.779 --> 02:11:06.699
by directors. Okay, let's reread that one. 5

02:11:06.699 --> 02:11:10.239
.14. Committees to which the directors delegate

02:11:10.239 --> 02:11:14.260
any of their powers must follow procedures which

02:11:14.260 --> 02:11:16.479
are based as far as they are applicable on those

02:11:16.479 --> 02:11:19.899
procedures, provisions of the foundation company's

02:11:19.899 --> 02:11:22.539
memo association. These articles and the bylaws

02:11:22.539 --> 02:11:25.279
which govern the taking of decisions by directors.

02:11:25.539 --> 02:11:30.840
Okay. So. In the first part, it says the committees

02:11:30.840 --> 02:11:35.300
to which the directors delegate any of their

02:11:35.300 --> 02:11:37.420
powers. So it says they can be delegated to a

02:11:37.420 --> 02:11:41.420
committee, okay? Must follow procedures which

02:11:41.420 --> 02:11:45.960
are based on those provisions of the foundation

02:11:45.960 --> 02:11:49.239
company's memo association. Okay. The memo association

02:11:49.239 --> 02:11:52.079
had the objects, right? So it had the objects

02:11:52.079 --> 02:11:54.039
and then it had the section below it which expanded

02:11:54.039 --> 02:11:56.220
on those objects. That's probably what it's referring

02:11:56.220 --> 02:12:04.159
to. Here. There's the objects under Section 3

02:12:04.159 --> 02:12:07.659
of the Memo Association. And Section 4 has those

02:12:07.659 --> 02:12:12.000
A through O things that it can do. I think that's

02:12:12.000 --> 02:12:16.239
what this is referring to. Okay. This last part,

02:12:16.319 --> 02:12:19.380
though, these articles and the bylaws which govern

02:12:19.380 --> 02:12:22.760
the taking of directions, decisions by directors.

02:12:23.960 --> 02:12:28.380
Oh, that's a comma. Okay. So the committee. that

02:12:28.380 --> 02:12:31.300
has delegated the power must follow the procedures

02:12:31.300 --> 02:12:35.579
of the foundation company's memo of association

02:12:35.579 --> 02:12:39.640
and these articles of association. So they don't

02:12:39.640 --> 02:12:42.699
have to just follow, you know, the objects and,

02:12:42.739 --> 02:12:44.960
and here they have to follow all the things in

02:12:44.960 --> 02:12:46.880
this article as well that we've ever reading

02:12:46.880 --> 02:12:51.239
right now. Okay. Makes more sense now. 5 .15.

02:12:51.319 --> 02:12:54.439
The directors may make rules of procedure for

02:12:54.439 --> 02:12:57.869
any committees for all of any committees. which

02:12:57.869 --> 02:12:59.789
prevail over rules derived from these articles

02:12:59.789 --> 02:13:02.949
if they're not consistent with them. Nice. So

02:13:02.949 --> 02:13:05.029
if the director decides to make special rules,

02:13:05.329 --> 02:13:09.189
such as maybe the special counsel? Code of conduct?

02:13:10.430 --> 02:13:13.289
I'm sorry, the delegate? The delegate code of

02:13:13.289 --> 02:13:16.890
conduct? Is that considered a committee? Let's

02:13:16.890 --> 02:13:26.989
ask. Page 7, section 5 .15. Is the DSB DAOs...

02:13:28.359 --> 02:13:35.520
Approved delegates. Is the code of conduct or

02:13:35.520 --> 02:13:39.819
the TSB does approved delegate considered a committee?

02:13:42.460 --> 02:13:47.180
Is SC and AB. So we're going to highlight our

02:13:47.180 --> 02:13:51.579
keywords here. Code of conduct. And does everyone

02:13:51.579 --> 02:13:53.640
remember what code of conduct we're talking about

02:13:53.640 --> 02:14:02.680
here? All right, so if we go to our DAO and we

02:14:02.680 --> 02:14:06.840
go to delegation, where's our code of conduct?

02:14:08.640 --> 02:14:12.140
Looks like it's in here somewhere. Here to the

02:14:12.140 --> 02:14:15.819
code of conduct, code of conduct. Where's this

02:14:15.819 --> 02:14:18.399
code of conduct? Code of conduct is what every

02:14:18.399 --> 02:14:23.180
delegate had to... Oh, here it is, type form.

02:14:23.260 --> 02:14:25.569
I bet you it's in here. We talked about this.

02:14:25.869 --> 02:14:30.529
So I'm just going to work through this. Try and

02:14:30.529 --> 02:14:35.229
get there. We did this on another Sandell podcast

02:14:35.229 --> 02:14:41.430
when we said the delegation was here. That's

02:14:41.430 --> 02:14:44.409
what the episode was called. Delegation is here.

02:14:45.310 --> 02:14:49.630
Which one was that? So delegation is here somewhere.

02:14:51.729 --> 02:14:56.399
Would have been right. There. Episode Sandow

02:14:56.399 --> 02:15:00.880
28. Delegation has come to the Sandbox DAO. That's

02:15:00.880 --> 02:15:04.880
the one where I go over this in detail. So if

02:15:04.880 --> 02:15:09.319
you want to look at what this type form is all

02:15:09.319 --> 02:15:15.859
about, then just go to that one. And we're looking

02:15:15.859 --> 02:15:20.500
for the code of conduct. There it is. Right there.

02:15:20.939 --> 02:15:26.720
Let's click this code of conduct. Oh. Is there

02:15:26.720 --> 02:15:29.020
a link somewhere that I missed? I must have missed

02:15:29.020 --> 02:15:33.199
the link. Okay. So we're going to go now to our

02:15:33.199 --> 02:15:37.739
code of conduct link and link it here so that

02:15:37.739 --> 02:15:39.920
we know where it is in the future. So this code

02:15:39.920 --> 02:15:44.300
of conduct is what we're referring to where the

02:15:44.300 --> 02:15:47.399
sandbox DAO people delegates were required to

02:15:47.399 --> 02:15:52.979
adhere to this code of conduct. Right? Good stuff.

02:15:53.579 --> 02:15:58.000
Good stuff. So the question was, is the code

02:15:58.000 --> 02:16:00.899
of conduct for the TSB Dells approved delegates

02:16:00.899 --> 02:16:06.060
considered a committee? Is this special counsel

02:16:06.060 --> 02:16:12.600
or AB advisory board? All right. And we just

02:16:12.600 --> 02:16:17.119
went over 515 where the directors may make custom

02:16:17.119 --> 02:16:20.640
rules. All right, 516. Notwithstanding the above,

02:16:20.819 --> 02:16:23.739
the directors may appoint. such officers as they

02:16:23.739 --> 02:16:26.260
consider necessary or desirable on such terms,

02:16:26.380 --> 02:16:30.260
at such remuneration and to perform such duties,

02:16:30.420 --> 02:16:33.219
and to subject such provisions as to disqualification

02:16:33.219 --> 02:16:37.520
and removal as the directors may think fit. Unless

02:16:37.520 --> 02:16:39.459
otherwise specified in the terms of their appointment,

02:16:39.620 --> 02:16:41.540
an officer may be removed by the resolution of

02:16:41.540 --> 02:16:46.020
the directors. Okay. And I don't think SIP 2

02:16:46.020 --> 02:16:49.760
talked about the remuneration of the officers.

02:16:50.649 --> 02:16:53.729
Just talked $50 ,000 for legal expenses, $30

02:16:53.729 --> 02:16:56.850
,000 for director's expenses. So let's actually

02:16:56.850 --> 02:17:04.069
put this in our slide. Which question was it?

02:17:04.590 --> 02:17:09.209
Where did we talk about the remuneration? This

02:17:09.209 --> 02:17:13.709
is the director, right? Section 5? Yeah, so the

02:17:13.709 --> 02:17:16.729
directors and officers. So for Section 5, we

02:17:16.729 --> 02:17:23.069
talked about 515. is our question on 515. okay

02:17:23.069 --> 02:17:24.309
and then we're just gonna put a little reference

02:17:24.309 --> 02:17:32.010
in here um sip two director re on a ration so

02:17:32.010 --> 02:17:40.629
um uh compensation just so we can remember that

02:17:40.629 --> 02:17:48.309
later sure goes where it's supposed to go oh

02:17:48.309 --> 02:17:51.440
time some time Having some trouble thinking.

02:17:52.180 --> 02:17:55.280
All right, we'll look at that later then. Okay,

02:17:55.379 --> 02:18:00.020
let's keep it going. We're on now, section six.

02:18:00.239 --> 02:18:03.420
Almost there. Almost halfway through, at least.

02:18:03.899 --> 02:18:07.600
I'm going to take a quick two -minute break.

02:18:08.079 --> 02:18:11.559
So everyone, take a bio break if you need to.

02:18:11.639 --> 02:18:16.159
Use the restroom. We'll see you in two minutes.

02:20:24.200 --> 02:20:28.319
We went through Section 5 .15, then we went through

02:20:28.319 --> 02:20:32.719
Section 5 .16, and that concluded the part about

02:20:32.719 --> 02:20:34.700
directors and officers. Now we're on Section

02:20:34.700 --> 02:20:39.440
6, supervisors. Section 6 .1, the initial supervisor

02:20:39.440 --> 02:20:43.020
is International Protectors and Advisors Limited

02:20:43.020 --> 02:20:46.579
of Harbor Place, 2nd Floor, 103 South Church

02:20:46.579 --> 02:20:50.219
Street, PO Box 472, Georgetown, Grand Cayman,

02:20:50.260 --> 02:20:55.620
KY1 -1106, Cayman Islands. Section 6 .2. The

02:20:55.620 --> 02:20:58.100
founder has the power, exercisable by notice

02:20:58.100 --> 02:21:00.840
of the foundation company, to appoint or remove

02:21:00.840 --> 02:21:03.100
supervisors to supervise the management of the

02:21:03.100 --> 02:21:06.139
foundation company. Section 6 .3. The founder's

02:21:06.139 --> 02:21:09.459
notice appointing a supervisor may Section 6

02:21:09.459 --> 02:21:14.639
.3a. Restrict, enlarge, or exclude any or all

02:21:14.639 --> 02:21:17.120
of the voting and other rights or powers of the

02:21:17.120 --> 02:21:20.600
supervisors under these articles. Section 6 .3b.

02:21:21.229 --> 02:21:24.030
impose any supervisory or other duty or disability,

02:21:24.350 --> 02:21:28.809
grant a related exculpation. What does that word

02:21:28.809 --> 02:21:30.790
mean? I don't actually know what that word means.

02:21:33.409 --> 02:21:37.530
Exculpation is the act of freeing someone from

02:21:37.530 --> 02:21:40.590
blame or guilt. It can also refer to a clause

02:21:40.590 --> 02:21:44.530
in a contract that limits one's party's ability.

02:21:45.850 --> 02:21:49.850
Is that the same thing as indemnification? Is...

02:21:51.170 --> 02:21:55.590
Exculpation, the same as indemnification. Let's

02:21:55.590 --> 02:21:59.170
take a look. Exculpation and indemnification

02:21:59.170 --> 02:22:01.670
are both contract clauses that shift liability

02:22:01.670 --> 02:22:03.270
between parties, but they have different purposes.

02:22:04.350 --> 02:22:06.709
Exculpation prevents a party from recovering

02:22:06.709 --> 02:22:09.209
damages, receives a party from liability for

02:22:09.209 --> 02:22:12.049
their own negligence or wrongful acts, or relieves,

02:22:12.049 --> 02:22:15.569
excuse me, relieves a party liability. and is

02:22:15.569 --> 02:22:18.190
often using contracts for dangerous activities

02:22:18.190 --> 02:22:23.649
such as skydiving or whitewater rafting. Is our

02:22:23.649 --> 02:22:28.170
DAO a dangerous activity? Okay, let's keep going.

02:22:28.370 --> 02:22:31.549
Indemnification shifts liability from one party

02:22:31.549 --> 02:22:35.090
to another. One party compensates the other for

02:22:35.090 --> 02:22:37.809
losses, damages, or liabilities, is often linked,

02:22:38.069 --> 02:22:40.829
is often used in private fund governing documents

02:22:40.829 --> 02:22:42.889
to protect managers and affiliated persons from

02:22:42.889 --> 02:22:46.719
losses. Okay, fascinating. So exculpation, again,

02:22:46.860 --> 02:22:51.440
prevents a party from recovering damages, relieves

02:22:51.440 --> 02:22:53.819
a party from liability for their own negligence

02:22:53.819 --> 02:22:58.360
or wrongful acts. Okay, these examples include

02:22:58.360 --> 02:23:03.020
a landlord might include an exculpation clause

02:23:03.020 --> 02:23:05.360
to limit their liability under release. A gym

02:23:05.360 --> 02:23:08.479
might include an exculpatory clause in a membership

02:23:08.479 --> 02:23:10.879
application to relieve the gym from responsibility

02:23:10.879 --> 02:23:15.379
for injuries sustained while working out. Exculpatory

02:23:15.379 --> 02:23:17.600
clauses are generally enforceable unless there

02:23:17.600 --> 02:23:19.879
is specific public interest or statutory exemption.

02:23:21.100 --> 02:23:26.420
Okay, so let's reread this. Section 6 .3b. The

02:23:26.420 --> 02:23:29.239
founder's notice appointing a supervisor may

02:23:29.239 --> 02:23:32.739
impose any supervisory or other duty or disability,

02:23:33.079 --> 02:23:37.340
grant a related exculpation, and waive conflicting

02:23:37.340 --> 02:23:47.719
interests or duties. from one to prevent a party

02:23:47.719 --> 02:23:50.079
from covering damages or relieving a party from

02:23:50.079 --> 02:23:52.479
liability for their own negligence or wrongful

02:23:52.479 --> 02:23:58.340
acts. Okay, got it. Section 630C gives the supervisory

02:23:58.340 --> 02:24:02.319
rights to remuneration or indemnity by the foundation

02:24:02.319 --> 02:24:06.440
company. Okay, so not just exculpatory stuff,

02:24:06.620 --> 02:24:11.420
but also indemnification, which is where the

02:24:11.420 --> 02:24:14.079
foundation company would take on, like if...

02:24:14.270 --> 02:24:17.969
if the supervisor got sued, right? To indemnify

02:24:17.969 --> 02:24:22.709
them would mean that this founder's notice, which

02:24:22.709 --> 02:24:24.489
I guess would be conferred upon the foundation

02:24:24.489 --> 02:24:29.450
company, the foundation company would indemnify

02:24:29.450 --> 02:24:32.489
the supervisor, meaning pay for or relieve them

02:24:32.489 --> 02:24:36.129
of the responsibility, right? So it would be

02:24:36.129 --> 02:24:38.850
shifting the ability. So if they get sued, then

02:24:38.850 --> 02:24:41.329
the foundation company would take on that paying

02:24:41.329 --> 02:24:43.709
for that suit. That would be compensate the other

02:24:43.709 --> 02:24:45.969
for losses, damages, or liabilities. That sort

02:24:45.969 --> 02:24:50.149
of thing. That is to indemnify. To exculpate

02:24:50.149 --> 02:24:52.770
someone, I guess, means they're not allowed to

02:24:52.770 --> 02:24:58.930
ask for money. That's fascinating. Okay, 6 -3

02:24:58.930 --> 02:25:01.790
-D. Provide for the termination of the supervisor's

02:25:01.790 --> 02:25:03.889
appointment at a specified time or in specified

02:25:03.889 --> 02:25:07.690
circumstances. Okay, very broad. We're talking

02:25:07.690 --> 02:25:10.030
about the founder's notice, okay? So that notice

02:25:10.030 --> 02:25:12.379
and point the supervisor can have. A lot of restrictions

02:25:12.379 --> 02:25:17.780
is what we're reading here. Section 6 -4. A person

02:25:17.780 --> 02:25:19.879
who is a supervisor has the power by notice to

02:25:19.879 --> 02:25:22.280
the foundation company to appoint a person to

02:25:22.280 --> 02:25:25.180
succeed the person as supervisor immediately

02:25:25.180 --> 02:25:28.059
or at a specified time or in specified circumstances,

02:25:28.379 --> 02:25:30.959
with and subject to the same terms of appointment

02:25:30.959 --> 02:25:33.799
as applied to the appointor, and to revoke such

02:25:33.799 --> 02:25:35.920
appointment at any time before it takes effect.

02:25:37.620 --> 02:25:40.459
Okay, so the supervisor may delegate. their own

02:25:40.459 --> 02:25:43.040
person to succeed them. All right, so a person

02:25:43.040 --> 02:25:45.979
who is a supervisor has the power, as long as

02:25:45.979 --> 02:25:50.520
they notify the foundation company, to name who

02:25:50.520 --> 02:25:54.860
is going to replace them immediately or at a

02:25:54.860 --> 02:26:00.440
specified time in the future. And that the same

02:26:00.440 --> 02:26:03.739
appointment notification that they got to be

02:26:03.739 --> 02:26:05.879
appointed supervisor also applies to the person

02:26:05.879 --> 02:26:09.370
they named that's going to replace them. That's

02:26:09.370 --> 02:26:14.510
what 6 .4 is saying. Section 6 .5. A person ceases

02:26:14.510 --> 02:26:19.450
to be a supervisor if Section 6 .5a. If the person

02:26:19.450 --> 02:26:21.870
dies or becomes bankrupt or being a corporation

02:26:21.870 --> 02:26:25.729
enters into winding up or is dissolved. Section

02:26:25.729 --> 02:26:29.290
6 .5b. If the person resigns as a supervisor

02:26:29.290 --> 02:26:32.030
by notice to the foundation company, the resignation

02:26:32.030 --> 02:26:34.489
shall be effective immediately unless the notice

02:26:34.489 --> 02:26:37.959
states otherwise. Section 6 .5c. If the person

02:26:37.959 --> 02:26:40.840
becomes a director or acquires any interest or

02:26:40.840 --> 02:26:44.420
duty that conflicts with any duty of the person

02:26:44.420 --> 02:26:47.739
as a supervisor, unless authorized by the founder

02:26:47.739 --> 02:26:50.180
or by special resolution of the foundation company,

02:26:50.379 --> 02:26:55.340
that's just conflict of interest. Let's see if

02:26:55.340 --> 02:27:00.360
that's applicable to anywhere else. No, the directors

02:27:00.360 --> 02:27:02.520
and officers have to at all times act in the

02:27:02.520 --> 02:27:05.219
interest of the foundation company, but they're...

02:27:05.389 --> 02:27:07.110
It looks like there may be a conflict of interest

02:27:07.110 --> 02:27:09.649
present for directors and officers, and that's

02:27:09.649 --> 02:27:12.590
permissible, or at least not covered by Section

02:27:12.590 --> 02:27:15.190
5 here. But if you are a supervisor, you may

02:27:15.190 --> 02:27:18.930
not. Where's that conflict of interest thing?

02:27:19.030 --> 02:27:21.950
There. You cannot have a conflict of interest.

02:27:23.229 --> 02:27:28.389
Interesting. Section 6 .5d, as provided in the

02:27:28.389 --> 02:27:30.829
person's terms of appointment as a supervisor,

02:27:31.049 --> 02:27:34.309
or Section 6 .5e, is removed by the founder.

02:27:36.000 --> 02:27:39.920
Section 6 .6. The foundation company is required

02:27:39.920 --> 02:27:43.500
at all times after the founder's death or if

02:27:43.500 --> 02:27:46.299
the founder is incapacitated to have at least

02:27:46.299 --> 02:27:49.500
one supervisor who is not a director and is able

02:27:49.500 --> 02:27:52.600
and willing to supervise the management of the

02:27:52.600 --> 02:27:56.540
foundation company. If this requirement is not

02:27:56.540 --> 02:27:58.579
met, the foundation company shall, by ordinary

02:27:58.579 --> 02:28:01.139
resolutions, appoint one or more supervisors

02:28:01.139 --> 02:28:04.780
on such terms as it thinks fit. To make up the

02:28:04.780 --> 02:28:07.360
shortfall, failing which the director shall apply

02:28:07.360 --> 02:28:11.340
to the court under Section 9 .2 of the Foundations

02:28:11.340 --> 02:28:14.299
Company Act, revised. I think we went over this.

02:28:15.139 --> 02:28:17.540
All right, so what was the Foundations Company

02:28:17.540 --> 02:28:21.260
Act? Okay. So in our Foundation Company Act here,

02:28:21.500 --> 02:28:27.879
Section 19 .2. Nope. We didn't. We stopped with

02:28:27.879 --> 02:28:33.059
Section 17. So in Section 19 .2. And the Foundations

02:28:33.059 --> 02:28:36.659
Company Act covers how to apply to the court.

02:28:36.760 --> 02:28:39.700
We glossed over that in Section 56. We did it

02:28:39.700 --> 02:28:42.739
very, very briefly, only because it didn't seem

02:28:42.739 --> 02:28:46.340
super relevant to us. But here, if there is some

02:28:46.340 --> 02:28:48.559
sort of shortfall and they need legal remediation,

02:28:48.760 --> 02:28:52.139
then they can apply to the courts, and the courts

02:28:52.139 --> 02:28:55.459
generally have a duty to help resolve that. And

02:28:55.459 --> 02:28:58.540
they have the ability to apply a wide, wide range

02:28:58.540 --> 02:29:02.049
of powers. I know we went over that a little

02:29:02.049 --> 02:29:06.469
bit. Oh, oops, it was right there. Grand court

02:29:06.469 --> 02:29:09.930
functions. Here. Part five was the grand court's

02:29:09.930 --> 02:29:13.290
functions, of which was section 19. The court

02:29:13.290 --> 02:29:15.870
plays an important role in resolving foundation

02:29:15.870 --> 02:29:18.450
company disputes, appointing and removing members,

02:29:18.610 --> 02:29:21.590
conducting investigations. So that's what this

02:29:21.590 --> 02:29:24.090
is referring to. In part five here is section

02:29:24.090 --> 02:29:30.090
19. That is... That is... specified here in section

02:29:30.090 --> 02:29:35.069
6 .6 of the Articles of Association. Good to

02:29:35.069 --> 02:29:37.149
know. So something in here that caught my attention.

02:29:38.770 --> 02:29:41.309
A foundation company is required at all times,

02:29:41.389 --> 02:29:44.209
after the founder's death, or if the founder

02:29:44.209 --> 02:29:47.450
is incapacitated, to have at least one supervisor

02:29:47.450 --> 02:29:52.750
who is not a director? Where do we read that

02:29:52.750 --> 02:29:56.950
the supervisor is allowed to be a director? I

02:29:56.950 --> 02:30:01.600
remember reading that. Have at least one supervisor

02:30:01.600 --> 02:30:09.899
who is. Not a director. Right. Where did we read

02:30:09.899 --> 02:30:15.040
the supervisor could be the director? I remember

02:30:15.040 --> 02:30:24.979
reading that. And. I think it was. I think it

02:30:24.979 --> 02:30:29.770
was in the preamble. All right, so we got a supervisor.

02:30:31.590 --> 02:30:34.170
We got the director. We got the supervisor again.

02:30:35.850 --> 02:30:40.270
We got the director again. Here are key words

02:30:40.270 --> 02:30:42.790
for this question. This is a fascinating one

02:30:42.790 --> 02:30:47.389
because I can't remember where we read it. Was

02:30:47.389 --> 02:30:51.950
it can also? Is also? No. I don't remember where

02:30:51.950 --> 02:30:57.680
that was. So reference. Cannot remember where

02:30:57.680 --> 02:31:03.760
it was stated. So if someone says, I don't remember

02:31:03.760 --> 02:31:07.399
that, then I'll be like, okay. I'm pretty sure

02:31:07.399 --> 02:31:13.799
we read that. Maybe it was in the articles. Or

02:31:13.799 --> 02:31:18.440
in the memo. Where we talked about members. Now

02:31:18.440 --> 02:31:23.180
let's search director. Oh, you know what? Supervisor

02:31:23.180 --> 02:31:27.889
had less. Okay, no, it would have been here in

02:31:27.889 --> 02:31:33.090
the articles then. Supervisor. Okay, we're in

02:31:33.090 --> 02:31:42.969
section six now. 6 .3. Opposed. Right. Okay,

02:31:43.090 --> 02:31:47.469
that's where we are now. I don't remember where

02:31:47.469 --> 02:31:51.549
we read it. We read it somewhere, though. All

02:31:51.549 --> 02:31:55.059
right, let's just keep going. You're in section

02:31:55.059 --> 02:32:04.200
6 -5, and we just read 6 -6. Right there. Now

02:32:04.200 --> 02:32:08.059
we're under 6 -7. A supervisor, 6 -7 -A, may

02:32:08.059 --> 02:32:10.280
require access during normal working hours to

02:32:10.280 --> 02:32:12.100
the files, books, accounts, and records of the

02:32:12.100 --> 02:32:14.420
foundation company. Cool. That's a good check

02:32:14.420 --> 02:32:20.440
and balance of power. Section 6 -7 -B. May by

02:32:20.440 --> 02:32:22.219
notice of the foundation company call for such

02:32:22.219 --> 02:32:24.479
reports, accounts, information, and explanations

02:32:24.479 --> 02:32:27.200
from the directors as to the administration of

02:32:27.200 --> 02:32:30.340
the foundation company as are described in the

02:32:30.340 --> 02:32:33.379
notice. So an important thing here to remember

02:32:33.379 --> 02:32:37.879
is that the enforcement here is if the supervisor

02:32:37.879 --> 02:32:40.860
does not feel that they are getting satisfaction,

02:32:41.260 --> 02:32:44.219
they are able to bring an enforcement action

02:32:44.219 --> 02:32:48.129
against the foundation company. And Sandow59,

02:32:48.590 --> 02:32:51.530
with the lawyers as guests, did articulate that

02:32:51.530 --> 02:33:00.870
as part of their brief. It was here, and it was

02:33:00.870 --> 02:33:07.350
toward the end, I think. Oh, here it is. The

02:33:07.350 --> 02:33:09.049
supervisor will retain the unconditional right

02:33:09.049 --> 02:33:14.690
to attend. There we go. And to bring an action.

02:33:15.690 --> 02:33:18.370
on behalf of the company for the enforcement

02:33:18.370 --> 02:33:21.170
of the duties or liabilities of the directors.

02:33:21.670 --> 02:33:24.209
And we went over this in Sandow 56 when we were

02:33:24.209 --> 02:33:27.309
reading about the powers of the supervisor. They

02:33:27.309 --> 02:33:30.729
could bring an enforcement action. And as we

02:33:30.729 --> 02:33:37.170
just read in here, the grand court's function,

02:33:37.250 --> 02:33:41.069
the grand court plays an important role in resolving

02:33:41.069 --> 02:33:43.569
those disputes of which could be the enforcement

02:33:43.569 --> 02:33:46.360
action. So that's how it all kind of fits together

02:33:46.360 --> 02:33:52.000
there. Cool stuff, man. This is so cool. All

02:33:52.000 --> 02:33:55.000
right. No question yet. I don't think I have

02:33:55.000 --> 02:33:59.659
any questions yet. Section, we just read section

02:33:59.659 --> 02:34:05.940
six, seven B. Okay. Six, six, six, seven C. Six,

02:34:06.020 --> 02:34:08.819
seven C has the right to receive notice of and

02:34:08.819 --> 02:34:11.459
attend and vote at general meetings and six,

02:34:11.500 --> 02:34:14.809
seven D. shall observe the foundation company's

02:34:14.809 --> 02:34:18.010
memo of association, these articles, and the

02:34:18.010 --> 02:34:22.250
bylaws. Section 6 .8. The powers granted to a

02:34:22.250 --> 02:34:25.250
supervisor under these articles may only be exercised

02:34:25.250 --> 02:34:27.409
in the interest of the foundation company and

02:34:27.409 --> 02:34:29.809
its articles. Oh, excuse me, and its objects.

02:34:31.610 --> 02:34:36.170
Okay, got it. Section 6 .9. Any duties of a supervisor

02:34:36.170 --> 02:34:39.690
are owed to the foundation company only. Section

02:34:39.690 --> 02:34:42.540
6 .10. The remuneration of a supervisor shall

02:34:42.540 --> 02:34:44.559
be at such time commercially reasonable rate

02:34:44.559 --> 02:34:47.620
and on such terms as agreed in writing by the

02:34:47.620 --> 02:34:49.899
supervisor and the directors and otherwise in

02:34:49.899 --> 02:34:52.299
accordance with its standard terms of business

02:34:52.299 --> 02:34:55.100
from time to time in effect. Let's take a look

02:34:55.100 --> 02:34:58.659
at SIP 2. Did it name the fees for supervisor?

02:34:59.120 --> 02:35:05.879
Oh, the $50 ,000 here includes. Oops, where am

02:35:05.879 --> 02:35:10.760
I? There. The $50 ,000 here includes. supervisor,

02:35:10.920 --> 02:35:14.079
founder fees, and secretary fees. So not just

02:35:14.079 --> 02:35:21.959
legal fees. Okay, good to know. I wonder, is

02:35:21.959 --> 02:35:28.020
SIP one? Is SIP one? Oh Lord, that might take

02:35:28.020 --> 02:35:31.659
a little bit. All right, we're done with section

02:35:31.659 --> 02:35:36.860
six, which is the supervisor. Now we're going

02:35:36.860 --> 02:35:38.719
to section seven, which are the beneficiaries.

02:35:39.629 --> 02:35:42.309
One of our earlier questions was, who are the

02:35:42.309 --> 02:35:46.170
beneficiaries? Section 7 .1. The foundation has

02:35:46.170 --> 02:35:48.370
the power, exercisable by notice of the foundation

02:35:48.370 --> 02:35:52.629
company. Section 7 .1 .A. To designate persons

02:35:52.629 --> 02:35:54.409
or descriptions of persons as beneficiaries,

02:35:54.850 --> 02:35:57.930
conditionally or unconditionally. Section 7 .1

02:35:57.930 --> 02:36:00.969
.B. To give directions as to the benefits of

02:36:00.969 --> 02:36:04.149
which a beneficiary will or may receive from

02:36:04.149 --> 02:36:08.170
the foundation company. Section 7 .1c, to declare

02:36:08.170 --> 02:36:10.190
that the beneficiary shall have an enforceable

02:36:10.190 --> 02:36:12.389
right to receive benefits from the foundation

02:36:12.389 --> 02:36:16.389
company or any other rights in or against the

02:36:16.389 --> 02:36:19.049
foundation company, or that the beneficiary is

02:36:19.049 --> 02:36:21.870
an interested person for any and all of the purposes

02:36:21.870 --> 02:36:24.010
of the Foundation Companies Act revised. And

02:36:24.010 --> 02:36:27.489
Section 7 .1d, to revoke or vary any such designation,

02:36:27.850 --> 02:36:31.049
direction, or declaration. And the founder has

02:36:31.049 --> 02:36:33.870
so much power. But one of our questions we asked

02:36:33.870 --> 02:36:38.420
earlier was about... Who's the beneficiary? Let's

02:36:38.420 --> 02:36:41.739
take a look. Where did we ask that? I think we

02:36:41.739 --> 02:36:45.520
asked it in, I think we asked it in the memo.

02:36:47.299 --> 02:36:52.559
Oh, there we go. Question number five, who are

02:36:52.559 --> 02:36:57.280
the beneficiaries? And we want to reference articles

02:36:57.280 --> 02:37:10.149
association, page nine, section. 7 .1 C. Okay,

02:37:10.149 --> 02:37:14.510
so now we need to make that highlighted. Okay,

02:37:14.530 --> 02:37:17.350
so if we need to reference what is it about the

02:37:17.350 --> 02:37:19.829
beneficiaries that we're looking at here, one

02:37:19.829 --> 02:37:23.870
key point of interest is to declare that beneficiaries

02:37:23.870 --> 02:37:26.649
shall have enforceable rights and receive benefits.

02:37:27.329 --> 02:37:29.350
So once we figure out who those beneficiaries

02:37:29.350 --> 02:37:33.090
are, we can figure out then what sort of rights

02:37:33.090 --> 02:37:36.780
do they have. Because this Section 7 says the

02:37:36.780 --> 02:37:41.760
founder has the power to declare that. Okay?

02:37:43.719 --> 02:37:48.260
Where's that enforceable action thing? It was

02:37:48.260 --> 02:37:50.559
under the supervisor, right? The supervisor.

02:37:53.100 --> 02:37:55.520
We're just talking about here and the beneficiaries.

02:37:56.079 --> 02:38:02.899
Section C. So who was the enforceable part? Shall

02:38:02.899 --> 02:38:07.309
observe. Did we have a question for section 6

02:38:07.309 --> 02:38:12.309
.6? Oh, did we read the supervisor? Did we read

02:38:12.309 --> 02:38:15.690
that it could be? Okay. Where was the part about

02:38:15.690 --> 02:38:20.790
the courts? May require access? No. Call for

02:38:20.790 --> 02:38:24.409
such reports? Oh, it was under 6 .7b. Okay. So,

02:38:24.409 --> 02:38:37.049
page 8, section 6 .7b. May call for... Such reports

02:38:37.049 --> 02:38:41.389
accounts all that stuff and the reference here

02:38:41.389 --> 02:38:56.409
was Sandow 56 Slide Slide what 88 and that was

02:38:56.409 --> 02:39:04.850
part 5 of FCL Brand ports function And then also

02:39:04.850 --> 02:39:16.209
reference Sandow 57, slide, oh, not 57, 59, excuse

02:39:16.209 --> 02:39:26.530
me. Sandow 59, slide 40. Supervisor enforcement

02:39:26.530 --> 02:39:35.040
action. Cool. This is how you weave all this

02:39:35.040 --> 02:39:37.680
stuff together. All right, so what I'm doing

02:39:37.680 --> 02:39:39.360
here is I'm weaving together in case I need to

02:39:39.360 --> 02:39:43.120
go back to it to have a discussion or to do a

02:39:43.120 --> 02:39:49.899
Q &A. This is where we do it, where we talked

02:39:49.899 --> 02:39:54.680
about it. All right. All right, let's go back.

02:39:56.299 --> 02:40:02.319
All for such reports. Shall observe. Okay. We

02:40:02.319 --> 02:40:04.159
were in beneficiaries, weren't we? Yep, we adjusted

02:40:04.159 --> 02:40:08.659
to declare the beneficiaries to have enforceable

02:40:08.659 --> 02:40:16.360
right. So there is another part. So page 9, section

02:40:16.360 --> 02:40:26.639
7 .1. Oops, wait a minute. Here we go. Page 9,

02:40:26.780 --> 02:40:35.549
section 7 .1. Charlie. And what we're looking

02:40:35.549 --> 02:40:41.469
at shall have an enforceable right. That enforceable

02:40:41.469 --> 02:40:43.850
right is referenced by what we just went over.

02:40:44.250 --> 02:40:48.090
Sandow 56, slide 88. But also, let's take a look

02:40:48.090 --> 02:40:56.149
at Sandow 59. Did we talk about it there? Let's

02:40:56.149 --> 02:40:58.969
take a look. It was this one. So there's supervisor.

02:41:00.809 --> 02:41:04.829
What did we talk about? The beneficiary. Didn't

02:41:04.829 --> 02:41:10.170
we talk about it? Beneficiary. Those are all

02:41:10.170 --> 02:41:14.069
the questions I did have at one point. And nope.

02:41:15.809 --> 02:41:19.149
So there was no discussion of beneficiaries here.

02:41:20.510 --> 02:41:23.209
That will be part of the Q &A. We were able to

02:41:23.209 --> 02:41:30.959
have one. Okay. And it was not discussed. And

02:41:30.959 --> 02:41:35.420
then let's ask what enforceable right. Yeah.

02:41:38.379 --> 02:41:44.920
Beneficiaries. That's our key word there. Shall

02:41:44.920 --> 02:41:49.739
have an enforceable right, right? So let's figure

02:41:49.739 --> 02:41:52.780
out what that right is. I think it's the right

02:41:52.780 --> 02:41:56.540
to go to the courts, the grand courts, but do

02:41:56.540 --> 02:42:01.940
they get enforcement actions? Okay. Oh, oh, oh,

02:42:02.000 --> 02:42:05.299
oh, oh, restriction notice. We need to talk about

02:42:05.299 --> 02:42:09.340
restriction notice. Yeah, need more clarity on

02:42:09.340 --> 02:42:13.920
that restriction notice thing. It's a general

02:42:13.920 --> 02:42:20.100
question. And this was, you know what, let's

02:42:20.100 --> 02:42:23.860
go ahead and reference the actual slide. When

02:42:23.860 --> 02:42:28.219
we did our Q &A here. I asked, are they the eyes

02:42:28.219 --> 02:42:31.319
and ears in the Sandow 59? Carolyn said, yes,

02:42:31.319 --> 02:42:33.319
in a sense, but the supervisor is a passive role.

02:42:33.600 --> 02:42:35.620
The article spell is power, which is what we're

02:42:35.620 --> 02:42:38.299
reading now. And then Melissa said, restriction

02:42:38.299 --> 02:42:42.700
notices apply to the beneficial ownership regime,

02:42:42.979 --> 02:42:48.899
which I think was the token, maybe the token

02:42:48.899 --> 02:42:51.899
holder led phase. I think I need to ask that

02:42:51.899 --> 02:42:56.260
question. All right, so that would be. reference

02:42:56.260 --> 02:43:07.000
slide send off 59 slide 53 which was uh eyes

02:43:07.000 --> 02:43:12.219
and ears question hey play a game for fun thank

02:43:12.219 --> 02:43:15.100
you for rating appreciate that yes i am still

02:43:15.100 --> 02:43:21.559
going i'm still going i appreciate that we are

02:43:21.559 --> 02:43:29.270
about halfway done with the of association. This

02:43:29.270 --> 02:43:30.930
has taken out, this turned out to be a really,

02:43:30.989 --> 02:43:33.930
really long episode, but it needs to be done

02:43:33.930 --> 02:43:37.989
and we need to get through it. Appreciate that,

02:43:37.989 --> 02:43:42.969
Raid. I play game for fun. All right, where did

02:43:42.969 --> 02:43:49.069
we leave off? Section 7 .2. Subject to any unrevoked

02:43:49.069 --> 02:43:53.000
declaration under Article 7 .1c. That would be

02:43:53.000 --> 02:43:54.600
the declaration to have an enforceable right.

02:43:54.940 --> 02:43:57.700
A beneficiary does not, as such, have any rights,

02:43:57.700 --> 02:43:59.620
powers, or interests in or against the foundation

02:43:59.620 --> 02:44:02.459
company, the founder, the directors, the supervisors,

02:44:02.639 --> 02:44:04.819
or any property of the foundation company, except

02:44:04.819 --> 02:44:07.899
Section 7 .2a, the right to retain any benefit

02:44:07.899 --> 02:44:10.559
that has been properly conferred upon the beneficiary

02:44:10.559 --> 02:44:15.020
by the foundation company, and Section 7 .2b,

02:44:15.100 --> 02:44:17.180
the right exercisable by notice to the foundation

02:44:17.180 --> 02:44:19.879
company to terminate the beneficiary's status.

02:44:21.399 --> 02:44:27.680
as a beneficiary okay play game for fun in the

02:44:27.680 --> 02:44:29.959
chat said try to play as many games as others

02:44:29.959 --> 02:44:32.420
creators especially those who post their experiences

02:44:32.420 --> 02:44:38.479
on my discord right on um how about you message

02:44:38.479 --> 02:44:42.959
me on twitter and twitter dang it message me

02:44:42.959 --> 02:44:46.540
your discord link here in twitch whisper it to

02:44:46.540 --> 02:44:49.440
me though because i think my bot will try and

02:44:49.440 --> 02:44:52.899
time you out if you do that So just whisper it

02:44:52.899 --> 02:44:54.780
to me, and then I'll post it here for everyone

02:44:54.780 --> 02:44:58.340
to see. How about that? Thank you, PlayGame.

02:45:00.100 --> 02:45:05.319
All right, next up. Oops, this is way past that.

02:45:05.379 --> 02:45:10.139
So 18. What's going on? 9, 10, 11, 12, 13, 14,

02:45:10.219 --> 02:45:23.220
15, 16, 17, 18. This should be 19. 19. 2021.

02:45:23.220 --> 02:45:30.159
22. There we go. 27. Hold on a second. I think

02:45:30.159 --> 02:45:34.680
I messed something up. I did. I must have gotten

02:45:34.680 --> 02:45:41.979
something out of order. This is 19. 67, 18, 19.

02:45:42.819 --> 02:45:49.760
Okay, good. So we will. All right, cool. I think

02:45:49.760 --> 02:45:53.879
we're back on track. 19, 20, 21, 22. This would

02:45:53.879 --> 02:46:01.920
be 23. And this is question 24. Page 4, page

02:46:01.920 --> 02:46:08.020
5. This is page 7. Oof, I messed up a little

02:46:08.020 --> 02:46:13.479
bit here. The ordering. Section 4. So it's page

02:46:13.479 --> 02:46:17.239
2, section 1. Section 3. Section 3. Section 3,

02:46:17.280 --> 02:46:21.549
7. Section 4. section four section five section

02:46:21.549 --> 02:46:27.590
five section six section seven and there's section

02:46:27.590 --> 02:46:34.149
four three okay good to go now we're on we're

02:46:34.149 --> 02:46:39.590
on now question 25. 25 questions already it's

02:46:39.590 --> 02:46:44.129
a lot play game for fun said oh i've just realized

02:46:44.129 --> 02:46:46.250
i forgot to draw the winner on my coin i'll check

02:46:46.250 --> 02:46:47.979
there in the beginning of my next stream if you

02:46:47.979 --> 02:46:50.319
want to announce the winner here now play game

02:46:50.319 --> 02:46:54.319
i can highlight your message i can highlight

02:46:54.319 --> 02:46:56.860
it here and then you can alert them elsewhere

02:46:56.860 --> 02:47:01.579
boom right there big big old stuff right across

02:47:01.579 --> 02:47:09.719
the stream up to you though all right and play

02:47:09.719 --> 02:47:13.879
game for fun's discord if you want to get involved

02:47:13.879 --> 02:47:15.879
in the stuff that he does he streams quite a

02:47:15.879 --> 02:47:21.270
bit And he's been a good, great member of SanFam

02:47:21.270 --> 02:47:24.149
for quite some time. Take a look at his Discord

02:47:24.149 --> 02:47:32.110
here. That is play game for funds. Discord where

02:47:32.110 --> 02:47:37.590
you can win stuff. Let's try that again. Funds

02:47:37.590 --> 02:47:43.909
Discord is that. There we go. Okay, that didn't

02:47:43.909 --> 02:47:48.399
work. But there it is in chat. Bottom. Go ahead

02:47:48.399 --> 02:47:53.479
and click it and join and have fun. All right,

02:47:53.500 --> 02:47:56.360
so now I think I have this right. 4 -3, 5 -6,

02:47:56.500 --> 02:48:00.940
section 5 -7, section 5 -15, section 5 -6, section

02:48:00.940 --> 02:48:03.819
6 -7, section 7 -1, and then there's the general

02:48:03.819 --> 02:48:12.059
question. Okay. Okay. 9 -12, question 13 -15,

02:48:12.440 --> 02:48:17.700
question 16 -18, question 19 -22. Question 23.

02:48:20.579 --> 02:48:22.739
Good to catch this stuff in the moment. And then

02:48:22.739 --> 02:48:28.760
question 23, 25. And this is question 26. Holy

02:48:28.760 --> 02:48:33.100
smokes, that's a lot of questions. All right.

02:48:35.120 --> 02:48:39.360
So now we're on question 28. And we are now starting

02:48:39.360 --> 02:48:43.899
to read section 8. Secretary. Section 8 .1. The

02:48:43.899 --> 02:48:45.840
first secretary is International Corporation

02:48:45.840 --> 02:48:49.459
Services Limited of Harbor Place 2nd Floor, 103

02:48:49.459 --> 02:48:52.760
South Church Street, P .O. Box 472, Georgetown,

02:48:53.139 --> 02:48:59.700
Grand Caymans, KY1 -1106, Cayman Islands. I think

02:48:59.700 --> 02:49:06.020
we already clarified that what this was. The

02:49:06.020 --> 02:49:11.139
key principal for ICSL is Michael Alburga, partner

02:49:11.139 --> 02:49:15.239
of TTA. Yeah, so we'll... There isn't anything...

02:49:15.239 --> 02:49:17.079
I don't think I have a question here. Section

02:49:17.079 --> 02:49:19.760
8 .2. The founder has the power, exercisable

02:49:19.760 --> 02:49:21.899
by notice of the foundation company, to the foundation

02:49:21.899 --> 02:49:25.360
company, to appoint or remove the secretary or

02:49:25.360 --> 02:49:30.059
any assistant secretary. So we can have an assistant

02:49:30.059 --> 02:49:33.180
secretary, it looks like. Provided always that

02:49:33.180 --> 02:49:36.360
there shall be at all times a qualified person.

02:49:37.069 --> 02:49:39.729
as defined under the law appointed as a secretary,

02:49:39.930 --> 02:49:43.010
and no secretary shall cease to hold office until

02:49:43.010 --> 02:49:44.969
a qualified person has been appointed in the

02:49:44.969 --> 02:49:47.370
secretary's place and the registrar has been

02:49:47.370 --> 02:49:50.770
notified. So we have gone over this quite a lot.

02:49:50.889 --> 02:49:55.090
The qualified person part, that qualified person

02:49:55.090 --> 02:50:02.909
is specified quite a bit in Sandow 56, where

02:50:02.909 --> 02:50:08.119
we talk about what qualified people means. And

02:50:08.119 --> 02:50:10.899
where did we talk about it? Here. Qualified person

02:50:10.899 --> 02:50:13.659
and page five and six of the Foundation Companies

02:50:13.659 --> 02:50:16.260
Law, also called the Foundation Companies Act,

02:50:16.399 --> 02:50:19.219
means a person who is licensed or permitted by

02:50:19.219 --> 02:50:21.360
the Companies Management Law, otherwise known

02:50:21.360 --> 02:50:24.219
as the Companies Management Act, to provide company

02:50:24.219 --> 02:50:27.260
management services in the islands. And so that's

02:50:27.260 --> 02:50:33.459
a good little reference thing. Reference Sandow.

02:50:36.569 --> 02:50:46.709
56 slide 85, which is FCL. What was that? FCL

02:50:46.709 --> 02:50:56.190
part one, section two. Two. Means a person licensed

02:50:56.190 --> 02:51:03.530
or permitted by CMA. All right. Oops, did not

02:51:03.530 --> 02:51:07.229
be highlighted. All right, where else are we

02:51:07.229 --> 02:51:14.889
looking for? FCL is a key phrase. Licensed. A

02:51:14.889 --> 02:51:22.069
qualified person. Oh, it's just a person. Licensed

02:51:22.069 --> 02:51:28.030
or permitted. These are also key phrases. As

02:51:28.030 --> 02:51:32.090
is CMA. All right, and the reason why we brought

02:51:32.090 --> 02:51:37.079
that up was section 8 .2. And what was the question

02:51:37.079 --> 02:51:41.260
here? Was there a question? Assistant secretary

02:51:41.260 --> 02:51:48.459
can be not qualified? Is not required to be a

02:51:48.459 --> 02:51:52.559
qualified person? All right, that was the question

02:51:52.559 --> 02:51:56.620
here. Is the assistant secretary required to

02:51:56.620 --> 02:52:00.920
be a qualified person? That's our question. Here

02:52:00.920 --> 02:52:07.180
is a reference. Okay, there we go. And these

02:52:07.180 --> 02:52:13.340
are reference. Okay. Now we're on question number

02:52:13.340 --> 02:52:18.440
29. We're moving right along here. Oh, that's

02:52:18.440 --> 02:52:20.219
how that happened. Okay. I see now why it got

02:52:20.219 --> 02:52:26.219
out of order. And this gets highlighted. So is

02:52:26.219 --> 02:52:29.739
the assistant secretary that gets as a key for

02:52:29.739 --> 02:52:33.420
keyword as this qualified person? It's a keyword.

02:52:34.120 --> 02:52:39.469
All right. Now we're on section, oops, we didn't

02:52:39.469 --> 02:52:43.270
put what the question was for. It was for page

02:52:43.270 --> 02:52:54.430
10, section 8 .2. Our next question is our next

02:52:54.430 --> 02:52:59.850
read, section 8 .3. Directors may appoint and

02:52:59.850 --> 02:53:01.790
remove the secretary or an assistant secretary

02:53:01.790 --> 02:53:04.649
provided. There shall be at all times a qualified

02:53:04.649 --> 02:53:07.469
person as defined under the law appointed as

02:53:07.469 --> 02:53:09.569
a secretary and no secretary shall cease to hold

02:53:09.569 --> 02:53:12.290
office until a qualified person has been appointed

02:53:12.290 --> 02:53:14.729
in the secretary's place and the registrar has

02:53:14.729 --> 02:53:19.229
been notified. Section 8 .4. The remuneration

02:53:19.229 --> 02:53:22.649
of the secretary shall be, remuneration means

02:53:22.649 --> 02:53:26.090
compensation, how much are they paid, shall be

02:53:26.090 --> 02:53:28.629
at such a rate and on such terms as agreed in

02:53:28.629 --> 02:53:31.129
writing by the secretary. and the directors and

02:53:31.129 --> 02:53:33.149
otherwise in accordance with the standard terms

02:53:33.149 --> 02:53:37.389
of business from time to time in effect. Section

02:53:37.389 --> 02:53:41.069
8 .5. The secretary shall at all times comply

02:53:41.069 --> 02:53:43.969
with the requirements of regulation laws as defined

02:53:43.969 --> 02:53:48.129
in Section 2 of the Companies Act, revised, and

02:53:48.129 --> 02:53:50.329
shall be entitled to receive from the foundation

02:53:50.329 --> 02:53:52.889
company and any interested person such information

02:53:52.889 --> 02:53:55.829
as the secretary may reasonably require for such

02:53:55.829 --> 02:53:58.610
compliance. Now, if you remember what we talked

02:53:58.610 --> 02:54:02.860
about, The secretary was required to do a number

02:54:02.860 --> 02:54:08.520
of things. They had to determine and assert a

02:54:08.520 --> 02:54:14.659
vast number of things. Determine? Was it assert?

02:54:15.100 --> 02:54:20.379
Or did I use? I used a very specific word. I

02:54:20.379 --> 02:54:25.180
think I pretty much used declaration. I think

02:54:25.180 --> 02:54:31.309
it was declaration. To declare. There. So the

02:54:31.309 --> 02:54:33.430
secretary must state no objection when things

02:54:33.430 --> 02:54:38.469
are given to them. They must assert that no changes

02:54:38.469 --> 02:54:41.530
declare that no changes have been made. And when

02:54:41.530 --> 02:54:46.250
changes are made, they must declare that. They

02:54:46.250 --> 02:54:50.729
must also what? There's a bunch of stuff that

02:54:50.729 --> 02:54:55.110
they must declare. So that. That's what we're

02:54:55.110 --> 02:55:02.190
referring to in Section 8. Right there. Section

02:55:02.190 --> 02:55:05.409
8 .6. Section 16 of the Foundations Company Act

02:55:05.409 --> 02:55:08.629
revised shall be observed. Okay. What was that

02:55:08.629 --> 02:55:13.430
again? Let's look at what that was. We looked

02:55:13.430 --> 02:55:17.569
at all that stuff in the beginning. Section...

02:55:17.569 --> 02:55:24.930
What? Section 16. The Foundations Company Act.

02:55:25.129 --> 02:55:33.200
Okay. Huh. I don't have Section 16 here. Let's

02:55:33.200 --> 02:55:37.620
take a look real fast. What was that? Let me

02:55:37.620 --> 02:55:41.139
know what that is. So we're going to pull open

02:55:41.139 --> 02:55:45.979
the legislation document and look at Section

02:55:45.979 --> 02:55:50.940
16. Oh! Oh, right, right, right. Not Part 16.

02:55:51.639 --> 02:55:55.180
Section 16. My fault. Forgot that they do that.

02:55:56.600 --> 02:56:00.879
So... The foundation's company law uses parts,

02:56:01.040 --> 02:56:03.680
but each part has a numbered section number.

02:56:03.840 --> 02:56:05.940
And the good news is they start with section

02:56:05.940 --> 02:56:08.219
one in part one, and they conclude with section

02:56:08.219 --> 02:56:11.100
whatever in part six. And it's all the way through.

02:56:11.120 --> 02:56:12.959
It doesn't start over. Like part two doesn't

02:56:12.959 --> 02:56:16.940
start over with a section one. It's section whatever

02:56:16.940 --> 02:56:20.500
you ended with for part one. So we can find that.

02:56:20.559 --> 02:56:25.739
So what's section 16? Section 16 is a secretary.

02:56:27.200 --> 02:56:29.239
a foundation company shall have a qualified person

02:56:29.239 --> 02:56:32.620
as its secretary. Okay. And if you wanted to

02:56:32.620 --> 02:56:35.420
read more about that, you go to the foundation

02:56:35.420 --> 02:56:38.459
company law act itself. And it's, it's a pretty

02:56:38.459 --> 02:56:42.059
short read here. There's only four sub parts

02:56:42.059 --> 02:56:46.079
to it. Section 16. All right. Shall continue

02:56:46.079 --> 02:56:47.760
to hold office until a qualified person has been

02:56:47.760 --> 02:56:50.340
appointed. Person who's not a qualified person

02:56:50.340 --> 02:56:53.540
may be appointed subject to contrary provisions,

02:56:53.799 --> 02:56:58.040
blah, blah, blah. Okay. Section 8 .7, a person

02:56:58.040 --> 02:57:04.239
ceases to be a secretary if Section 8 .7a, if

02:57:04.239 --> 02:57:06.319
the person dies or becomes bankrupt or being

02:57:06.319 --> 02:57:08.540
a corporation, enters into, winding up, or is

02:57:08.540 --> 02:57:13.100
dissolved, or Section 8 .7b, if the person resigns

02:57:13.100 --> 02:57:15.040
as secretary by notice of the foundation company

02:57:15.040 --> 02:57:18.100
and the resignation shall have effective immediately

02:57:18.100 --> 02:57:22.329
unless the notice states otherwise. provided

02:57:22.329 --> 02:57:23.750
that there shall be at all times a qualified

02:57:23.750 --> 02:57:26.229
person as defined under the law, appointed as

02:57:26.229 --> 02:57:28.290
the secretary, and no secretary shall cease to

02:57:28.290 --> 02:57:30.670
hold office until a qualified person has been

02:57:30.670 --> 02:57:33.229
appointed and the secretary's place and the registrar

02:57:33.229 --> 02:57:35.090
has been notified. That's taken right out of

02:57:35.090 --> 02:57:40.409
the law. So, no questions there. Section 9. We're

02:57:40.409 --> 02:57:43.989
now in Section 9. General Meetings. Section 9

02:57:43.989 --> 02:57:47.129
.1. The secretary shall convene a general meeting

02:57:47.129 --> 02:57:49.809
when required to do so by written request of

02:57:50.299 --> 02:57:52.979
Section 9 -1 -A, the founder. Section 9 -1 -B,

02:57:53.139 --> 02:57:55.200
any person who has the right to attend general

02:57:55.200 --> 02:57:57.979
meetings, which is a supervisor, or could be

02:57:57.979 --> 02:58:00.420
the beneficiary, depending on how the founder

02:58:00.420 --> 02:58:04.100
appoints the beneficiary. And Section 9 -1 -C,

02:58:04.239 --> 02:58:10.840
the directors. Section 9 -2, the persons who

02:58:10.840 --> 02:58:13.059
have the rights to receive the notice of and

02:58:13.059 --> 02:58:18.500
to attend and have one vote each at the general

02:58:18.500 --> 02:58:21.760
meetings are. Section 9 -2A, the founder. Section

02:58:21.760 --> 02:58:24.959
9 -2B, any members. Section 9 -2C, the supervisors.

02:58:25.200 --> 02:58:29.100
And Section 9 -2D, any beneficiary to whom the

02:58:29.100 --> 02:58:31.680
right has been granted by an unrevoked declaration

02:58:31.680 --> 02:58:35.159
under Article 7 -1C. We talked about that already.

02:58:35.879 --> 02:58:39.420
Here's 7 -1C, where the founder has the power,

02:58:39.659 --> 02:58:43.340
exercisable by notice of the foundation company,

02:58:43.600 --> 02:58:46.780
to declare a beneficiary that has an enforceable

02:58:46.780 --> 02:58:52.530
right. Okay? Now we're at section 9 .3. General

02:58:52.530 --> 02:58:55.090
meetings shall be convened by not less than 21

02:58:55.090 --> 02:58:59.049
days notice. And in parentheses says, exclusive

02:58:59.049 --> 02:59:02.569
of the day on which the notice was served. In

02:59:02.569 --> 02:59:05.489
parentheses. To everyone entitled to attend,

02:59:05.649 --> 02:59:09.629
unless all persons entitled to attend agree to

02:59:09.629 --> 02:59:13.510
short notice or no notice. The notice shall state

02:59:13.510 --> 02:59:16.209
the place, day, and hour of the meeting and the

02:59:16.209 --> 02:59:18.489
general nature of the business to be transacted.

02:59:19.180 --> 02:59:23.200
Section 9 .4. The accidental omission to give

02:59:23.200 --> 02:59:25.520
notice of a general meeting to any person so

02:59:25.520 --> 02:59:29.299
entitled or the non -receipt of a notice of a

02:59:29.299 --> 02:59:31.680
meeting shall not invalidate the proceedings

02:59:31.680 --> 02:59:35.180
at that meeting. That's interesting. Let's make

02:59:35.180 --> 02:59:39.299
a question of that one. Our 29th question is...

02:59:39.299 --> 02:59:49.319
Page 11. Section 9 .4. Why does the... accidental

02:59:49.319 --> 02:59:58.340
omission, not invalidate the proceedings. Why

02:59:58.340 --> 03:00:03.319
is that true? Because this gives kind of a loophole

03:00:03.319 --> 03:00:06.440
for a power play to occur. I think I noted this

03:00:06.440 --> 03:00:11.659
when I first read it. If they're not required,

03:00:11.920 --> 03:00:16.440
if accidental omission, and that accidental word

03:00:16.440 --> 03:00:19.930
can be loosely interpreted, I forgot to send

03:00:19.930 --> 03:00:23.750
you the notice, Mr. Supervisor. Sorry about that.

03:00:24.290 --> 03:00:26.350
But we held the meeting anyways, and it doesn't

03:00:26.350 --> 03:00:29.530
invalidate the vote where we voted you out, Mr.

03:00:29.709 --> 03:00:32.010
Supervisor. So sorry we forgot to tell you about

03:00:32.010 --> 03:00:34.010
that. It was going to happen. It was completely

03:00:34.010 --> 03:00:38.690
an accident. That's that loophole. All right.

03:00:38.989 --> 03:00:51.979
So loophole. Meeting notice was. to was forgotten.

03:00:52.739 --> 03:00:58.180
Supervisor was not notified of meeting where

03:00:58.180 --> 03:01:03.739
supervisor was voted out. And remember, the supervisor

03:01:03.739 --> 03:01:09.260
is the is the eyes and the ears. He gets to to

03:01:09.260 --> 03:01:13.379
look at why decisions were made. I mean, so if

03:01:13.379 --> 03:01:16.860
a specific decision was made. While the supervisor

03:01:16.860 --> 03:01:20.000
was forgotten to be included, there's a loophole

03:01:20.000 --> 03:01:24.600
right there. So I'm going to mark that one up

03:01:24.600 --> 03:01:34.219
as bright blue. I added that to supervisor. I'd

03:01:34.219 --> 03:01:35.899
just like to know what the reasoning was. I'm

03:01:35.899 --> 03:01:38.680
sure there's a reason for it. I'm sure the reason

03:01:38.680 --> 03:01:45.000
wasn't just to have a loophole. So let's just...

03:01:45.209 --> 03:01:48.069
I'd like to hear what that answer is. That can

03:01:48.069 --> 03:01:57.110
be used a lot to circumvent stuff. Accountability.

03:01:57.450 --> 03:02:01.950
And I am big, big into that. Very big into that.

03:02:04.049 --> 03:02:11.250
Okay. 9 .5. Section 9 .5. No business shall be

03:02:11.250 --> 03:02:15.059
transacted at a general meeting. unless a quorum

03:02:15.059 --> 03:02:18.219
is present in person or by proxy when the meeting

03:02:18.219 --> 03:02:22.239
proceeds to the business. The quorum is a majority

03:02:22.239 --> 03:02:25.639
of the persons entitled to attend and shall include

03:02:25.639 --> 03:02:28.520
the founder if the founder is alive and not incapacitated.

03:02:28.700 --> 03:02:32.379
Okay, so the founder is a required quorum member

03:02:32.379 --> 03:02:36.159
in order for business to be transacted at a general

03:02:36.159 --> 03:02:40.440
meeting. Now, my first question was, what was

03:02:40.440 --> 03:02:42.479
a quorum? We answered that. Quorum is a majority.

03:02:43.000 --> 03:02:47.319
My second question is, what is business? The

03:02:47.319 --> 03:02:50.920
foundation company's general nature of business

03:02:50.920 --> 03:02:55.219
is holding company securities. And, okay, there

03:02:55.219 --> 03:02:59.639
we go. That is it right there. I don't know what

03:02:59.639 --> 03:03:02.479
that means because that was the question we had

03:03:02.479 --> 03:03:05.079
about whether or not SIBA, Securities Investment

03:03:05.079 --> 03:03:08.100
Business Act, was applicable. So I don't know

03:03:08.100 --> 03:03:16.500
what that means. Let's ask. Page 11, section

03:03:16.500 --> 03:03:28.200
9 .5. No business shall be transacted at a general

03:03:28.200 --> 03:03:36.540
meeting. Okay, so our question is, what is business?

03:03:38.040 --> 03:03:42.420
And what we think... it is if we reference uh

03:03:42.420 --> 03:03:49.540
whatever that section was that we think under

03:03:49.540 --> 03:03:55.760
section 2 .1 that it is general natural business

03:03:55.760 --> 03:03:59.340
is holding company securities i'm just going

03:03:59.340 --> 03:04:02.659
to say that it's going to reference that literally

03:04:02.659 --> 03:04:07.719
and then we think what else do we think oh uh

03:04:07.719 --> 03:04:12.569
the quorum part And that the quorum is the majority

03:04:12.569 --> 03:04:15.110
of persons entitled to attend and shall include

03:04:15.110 --> 03:04:19.590
the founder. That's good to know. Reference 9

03:04:19.590 --> 03:04:23.350
.5. So these questions are getting a little bit

03:04:23.350 --> 03:04:25.290
advanced. This is the sort of stuff that will

03:04:25.290 --> 03:04:28.049
take attorneys quite some time to put together.

03:04:28.229 --> 03:04:30.709
So that's all billable hours. It's all costing

03:04:30.709 --> 03:04:33.709
stuff. So I've got to be cognizant of that. We're

03:04:33.709 --> 03:04:36.469
at question number 30. And some of these might

03:04:36.469 --> 03:04:40.799
require some intense... Or a lot of research.

03:04:42.799 --> 03:04:45.819
Okay, that's probably enough. Just those two.

03:04:47.540 --> 03:04:52.860
Go to our next one. And now we're at 31. So we'll

03:04:52.860 --> 03:04:57.000
make business a new keyword. Because, oh, in

03:04:57.000 --> 03:05:01.260
general, meaning is a keyword. Okay, so what

03:05:01.260 --> 03:05:07.079
is business? Yeah, what is business? Okay, we're

03:05:07.079 --> 03:05:10.079
now at section 96. At any general meeting of

03:05:10.079 --> 03:05:12.079
the foundation company, unless the laws or the

03:05:12.079 --> 03:05:13.819
foundation company's memorandum of association,

03:05:14.200 --> 03:05:17.600
these articles or the bylaws otherwise provided,

03:05:17.799 --> 03:05:20.860
every motion proposed shall be decided by ordinary

03:05:20.860 --> 03:05:23.879
resolution of those present in person or by proxy

03:05:23.879 --> 03:05:25.799
and entitled to vote. So this is what I was talking

03:05:25.799 --> 03:05:29.620
about when I said about the accidental omission.

03:05:29.819 --> 03:05:32.940
So what if, I mean, what if the loophole here

03:05:32.940 --> 03:05:36.620
seems to be that the accidental omission. where

03:05:36.620 --> 03:05:41.379
the meeting had a 9 .6 activity, which is a motion

03:05:41.379 --> 03:05:44.059
passed by order of resolution, the supervisor

03:05:44.059 --> 03:05:48.459
was not there to see it and did not catch it.

03:05:48.540 --> 03:05:52.120
And because of 9 .4, that is not invalidated.

03:05:52.959 --> 03:05:58.299
I think that's true. So let's put that, loophole

03:05:58.299 --> 03:06:04.540
one. All right, so loophole two is... A section

03:06:04.540 --> 03:06:12.639
9 .6 activity, which is a vote, is held, but

03:06:12.639 --> 03:06:19.020
to any person, right? To any person. So what

03:06:19.020 --> 03:06:23.739
if I omitted, accidentally omitted inviting the

03:06:23.739 --> 03:06:28.920
founder? The founder was accidentally omitted

03:06:28.920 --> 03:06:38.100
from the invite. Does the, oh, that's still there.

03:06:38.260 --> 03:06:42.920
Is it invalidated? All right, so activity, an

03:06:42.920 --> 03:06:49.479
ordinary resolution was passed. That seems to

03:06:49.479 --> 03:06:51.280
be like a glaring loophole right there. All right,

03:06:51.299 --> 03:06:57.399
so section 9 .7. A resolution in writing signed

03:06:57.399 --> 03:06:59.399
by all persons for the time being entitled to

03:06:59.399 --> 03:07:02.079
vote at general meetings shall be valid as effective.

03:07:02.720 --> 03:07:05.479
As if the same had been passed at a general meeting,

03:07:05.600 --> 03:07:07.579
the foundation company duly convened and held.

03:07:07.700 --> 03:07:09.059
All right, we already know that one. That's good.

03:07:09.280 --> 03:07:12.180
Section 9 .8. A general meeting may be held and

03:07:12.180 --> 03:07:14.940
any person may participate in a meeting by means

03:07:14.940 --> 03:07:18.159
of a conference telephone or similar communications

03:07:18.159 --> 03:07:21.020
equipment by means of which all persons participating

03:07:21.020 --> 03:07:22.760
in the meeting are capable of hearing each other

03:07:22.760 --> 03:07:25.879
and such participation shall be deemed to constitute

03:07:25.879 --> 03:07:28.659
presence in person at the meeting. So we're talking

03:07:28.659 --> 03:07:35.040
like Zoom or Discord call. I guess even an Xspace,

03:07:35.260 --> 03:07:41.420
right? Twitter Xspace is a similar communications

03:07:41.420 --> 03:07:46.459
conference, which all persons participating are

03:07:46.459 --> 03:07:48.979
capable of hearing each other. Yeah, that could

03:07:48.979 --> 03:07:54.920
meet the intent. Okay, before we move to section

03:07:54.920 --> 03:07:58.920
10, so that's done with section 9 .8. Before

03:07:58.920 --> 03:08:04.219
we move to section 10. We will take a quick two

03:08:04.219 --> 03:10:12.030
-minute break, and see you back soon. And we're

03:10:12.030 --> 03:10:19.790
back. Back again. So now we're on section 10.

03:10:21.629 --> 03:10:25.610
Proxies. Section 10 .1. Any person entitled to

03:10:25.610 --> 03:10:27.829
attend and vote at a general meeting of the foundation

03:10:27.829 --> 03:10:32.590
company may be written may be written instrument

03:10:32.590 --> 03:10:35.389
under hand or if the appointee is a corporation

03:10:35.389 --> 03:10:38.459
either under the corporation seal or under the

03:10:38.459 --> 03:10:40.959
hand of an officer or attorney duly authorized,

03:10:41.319 --> 03:10:44.840
appoint a proxy to represent at the general meeting

03:10:44.840 --> 03:10:47.620
of the foundation company. All right, let's read

03:10:47.620 --> 03:10:50.020
that one again. Any person entitled to attend

03:10:50.020 --> 03:10:53.500
and vote at a general meeting of the foundation

03:10:53.500 --> 03:10:57.799
company may, by written instrument under hand,

03:10:57.940 --> 03:11:02.159
okay, or if the appointor is a corporation, either

03:11:02.159 --> 03:11:04.200
under the corporation's seal or under hand of

03:11:04.200 --> 03:11:07.170
the officer duly appointed and authorized. Point

03:11:07.170 --> 03:11:11.129
a proxy. Okay, got it. So any person who is allowed

03:11:11.129 --> 03:11:19.069
to vote at a general meeting may appoint a proxy

03:11:19.069 --> 03:11:22.090
to represent themselves at the general meeting

03:11:22.090 --> 03:11:26.389
as long as it's written. So I appoint X person

03:11:26.389 --> 03:11:33.610
to be my proxy. That is what this is. All right.

03:11:39.629 --> 03:11:43.870
Got to stay hydrated. Section 10 .2. The instrument

03:11:43.870 --> 03:11:47.829
appointing a proxy may be in any usual or common

03:11:47.829 --> 03:11:50.489
form or as otherwise acceptable to the chairman

03:11:50.489 --> 03:11:52.930
of the meeting which the instrument is first

03:11:52.930 --> 03:11:56.010
presented. I have not heard the word chairman

03:11:56.010 --> 03:12:01.790
before. I missed that. Oh, it was previously

03:12:01.790 --> 03:12:04.149
talked about. Oh, we haven't gotten there yet.

03:12:04.170 --> 03:12:08.440
Section 11. So this is the first time. We are

03:12:08.440 --> 03:12:14.860
seeing the word chairman. I don't know. We need

03:12:14.860 --> 03:12:17.459
to add that person to our rectangle of confusion.

03:12:19.180 --> 03:12:23.139
Don't talk about. Our rectangle of confusion

03:12:23.139 --> 03:12:34.399
is. This. So let's add. Chairman. It references

03:12:34.399 --> 03:12:39.139
the chairman. Do that. This is going to make

03:12:39.139 --> 03:12:42.059
it a little bit messy, but we need to talk about

03:12:42.059 --> 03:12:45.379
this person now, I guess. That looks a little

03:12:45.379 --> 03:12:49.079
weird, but we're going to put it in there. So

03:12:49.079 --> 03:12:52.319
chairman is apparently a part of this now. Let's

03:12:52.319 --> 03:12:55.979
go to our questions. So what would be our question

03:12:55.979 --> 03:13:05.459
here? It would be page 12, section 10 .2. Who

03:13:05.459 --> 03:13:12.100
is the chairman? They aren't mentioned before.

03:13:13.739 --> 03:13:18.579
There we go. The chairman is now a new buzzword.

03:13:19.200 --> 03:13:23.899
Let's find out. Section 11, director's meeting.

03:13:24.319 --> 03:13:29.420
This is fascinating, okay? Section 11 .1, except

03:13:29.420 --> 03:13:31.479
as otherwise provided by these articles, the

03:13:31.479 --> 03:13:33.040
directors, so you're going to have more than

03:13:33.040 --> 03:13:36.440
one, shall meet together for the dispatch of

03:13:36.440 --> 03:13:39.559
business. convening, adjourning, and otherwise

03:13:39.559 --> 03:13:42.280
regulating their meetings as they think fit?

03:13:42.940 --> 03:13:46.360
Questions arising at any meeting shall, unless

03:13:46.360 --> 03:13:48.559
the laws or the foundation company's memorandum

03:13:48.559 --> 03:13:50.899
of association these articles or the bylaws otherwise

03:13:50.899 --> 03:13:54.500
provide, be decided by a majority vote of the

03:13:54.500 --> 03:13:58.040
directors present. Each director shall have one

03:13:58.040 --> 03:14:02.200
vote. In case of inequality of votes, meaning

03:14:02.200 --> 03:14:04.760
a tie, the chairman of the meeting shall have

03:14:04.760 --> 03:14:08.020
a second or casting vote. So the chairman is

03:14:08.020 --> 03:14:10.459
the tiebreaker. So let's break this one down.

03:14:10.899 --> 03:14:13.899
It's actually pretty easy. The directors shall

03:14:13.899 --> 03:14:17.540
meet together for the dispatch of business convening

03:14:17.540 --> 03:14:20.079
and adjourning or otherwise regulating their

03:14:20.079 --> 03:14:26.219
meetings as they think fit. And questions arising

03:14:26.219 --> 03:14:29.920
from any meeting shall be decided by a majority

03:14:29.920 --> 03:14:33.159
vote with the chairman being the tiebreaker.

03:14:34.319 --> 03:14:39.649
Okay. Got it. Section 11 .2. The secretary on

03:14:39.649 --> 03:14:42.149
the written requisition of a director shall at

03:14:42.149 --> 03:14:45.270
any time summon a meeting of the directors by

03:14:45.270 --> 03:14:48.110
at least five days' notice, and in parentheses

03:14:48.110 --> 03:14:50.129
says, exclusive of the day in which the notice

03:14:50.129 --> 03:14:52.969
is served, in parentheses, and writing to every

03:14:52.969 --> 03:14:55.950
director specifying the place, the day, and the

03:14:55.950 --> 03:14:57.909
hour of the meeting and the general nature of

03:14:57.909 --> 03:15:00.709
the business to be transacted unless notice is

03:15:00.709 --> 03:15:03.469
waived by all the directors either at, before,

03:15:03.729 --> 03:15:07.319
or after the meeting is held. That last part,

03:15:07.399 --> 03:15:11.799
though. Shall be transacted unless notice is

03:15:11.799 --> 03:15:16.540
waived by all directors. Okay, got it. So they

03:15:16.540 --> 03:15:18.280
need five days notice to do a meeting. They can

03:15:18.280 --> 03:15:21.879
do the meeting whenever else they want. Section

03:15:21.879 --> 03:15:24.459
11 -3. The quorum necessary for the transaction

03:15:24.459 --> 03:15:26.680
of the business of the directors may be fixed

03:15:26.680 --> 03:15:29.139
by ordinary resolution of the foundation company,

03:15:29.239 --> 03:15:32.920
and unless so fixed, shall be at least two of

03:15:32.920 --> 03:15:35.360
the directors then holding office. Present in

03:15:35.360 --> 03:15:37.440
person where two or more directors are appointed

03:15:37.440 --> 03:15:39.280
and otherwise a quorum shall be one director.

03:15:39.680 --> 03:15:43.719
Okay. So they just clarify what quorum was. If

03:15:43.719 --> 03:15:45.379
there's only one director, then quorum is one

03:15:45.379 --> 03:15:49.020
director. And if you have five directors and

03:15:49.020 --> 03:15:51.340
you didn't specify what quorum was through ordinary

03:15:51.340 --> 03:15:56.139
resolution, then it's two directors. Okay. Section

03:15:56.139 --> 03:16:00.020
11 -4. Meetings. Minutes of all meetings of the

03:16:00.020 --> 03:16:01.959
directors shall be signed by the chairman of

03:16:01.959 --> 03:16:04.459
the meeting. For the next to CD meeting and a

03:16:04.459 --> 03:16:06.719
copy of the minutes shall be circulated to all

03:16:06.719 --> 03:16:09.959
directors and the secretary within 14 days after

03:16:09.959 --> 03:16:12.040
the meeting and in any event before the next

03:16:12.040 --> 03:16:15.860
scheduled meeting. Section 11 .5. A resolution

03:16:15.860 --> 03:16:18.040
in writing signed by all the directors for the

03:16:18.040 --> 03:16:21.879
time being shall be as valid and effectual as

03:16:21.879 --> 03:16:25.000
if it had been passed at a meeting of the directors

03:16:25.000 --> 03:16:29.280
duly convened. Okay, so they could technically

03:16:29.280 --> 03:16:35.879
in discord convene a meeting. Oh, they could

03:16:35.879 --> 03:16:39.739
pass a resolution on Discord if they wanted to.

03:16:41.139 --> 03:16:45.760
They could pass it via text, like a group chat.

03:16:46.840 --> 03:16:50.920
That's the way this reads. Section 11 .6. A meeting

03:16:50.920 --> 03:16:53.959
of the directors may be held, and any director

03:16:53.959 --> 03:16:58.059
may participate in a meeting by means of a telephone

03:16:58.059 --> 03:17:00.420
conference or similar communications, like an

03:17:00.420 --> 03:17:05.059
Xspace or Zoom. Equipment by means of which all

03:17:05.059 --> 03:17:07.639
persons participating in the meeting are capable

03:17:07.639 --> 03:17:09.520
of hearing each other and such participation

03:17:09.520 --> 03:17:12.399
shall be deemed to constitute presence in person

03:17:12.399 --> 03:17:17.100
at the meeting. Okay. Got it. Section 12. Registers.

03:17:17.819 --> 03:17:20.620
Section 12 .1. In addition to the registers required

03:17:20.620 --> 03:17:22.959
to be maintained under the laws, the foundation

03:17:22.959 --> 03:17:24.940
company shall maintain a register of interested

03:17:24.940 --> 03:17:27.819
persons at its registered office which shall

03:17:27.819 --> 03:17:33.520
inter alia record. Look at what inter alia means.

03:17:33.899 --> 03:17:40.180
Inter alia means among other things. So is inter

03:17:40.180 --> 03:17:47.399
alia the same as et al? No. While both inter

03:17:47.399 --> 03:17:51.139
alia and et al are Latin phrases used to indicate

03:17:51.139 --> 03:17:54.159
among other things or and others respectively,

03:17:54.579 --> 03:17:57.299
they're not exactly the same thing. Enter alia

03:17:57.299 --> 03:18:00.059
specifically means among other things and is

03:18:00.059 --> 03:18:02.579
used when listing a few examples from a larger

03:18:02.579 --> 03:18:06.079
group, while et al is more commonly used to shorten

03:18:06.079 --> 03:18:08.680
a list of people or things by saying and others.

03:18:09.180 --> 03:18:11.100
Okay, I don't really know what that difference

03:18:11.100 --> 03:18:14.540
is supposed to tell me, but okay, got it. Which

03:18:14.540 --> 03:18:21.899
shall enter alia among other things record section

03:18:21.899 --> 03:18:25.979
12 .1a, the date upon which a person first shall.

03:18:26.329 --> 03:18:28.909
became an interested person, and upon which the

03:18:28.909 --> 03:18:32.729
person ceased to be an interested person. The

03:18:32.729 --> 03:18:35.610
date upon which a person first became an interested

03:18:35.610 --> 03:18:39.549
person, and upon which the person ceased to be

03:18:39.549 --> 03:18:43.969
an interested person. Section 12 .1b, the name

03:18:43.969 --> 03:18:45.809
of the currently designated representative of

03:18:45.809 --> 03:18:48.750
such interested person in the case of a corporate

03:18:48.750 --> 03:18:56.260
member. Oh, the proxy. That's the proxy. That's

03:18:56.260 --> 03:18:57.559
got to be section 10 what they're referring to.

03:18:58.139 --> 03:19:03.559
Okay. Section 12 .1a. Excuse me. Section 12 .1c.

03:19:03.940 --> 03:19:06.700
The address of the interested person in the islands

03:19:06.700 --> 03:19:13.520
for service of notices. Okay. Section 13. Accounts.

03:19:13.520 --> 03:19:16.239
We're getting there. Section 13 .1. The director

03:19:16.239 --> 03:19:19.639
shall cause proper books to account to be kept

03:19:19.639 --> 03:19:26.909
for. Section 13 .1a. All funds received or expended

03:19:26.909 --> 03:19:29.469
or distributed by the foundation company and

03:19:29.469 --> 03:19:32.450
the matters in respect of the receipt or expenditure

03:19:32.450 --> 03:19:37.729
takes place. And Section 13 .1b. The assets and

03:19:37.729 --> 03:19:41.850
liabilities of the foundation company. And proper

03:19:41.850 --> 03:19:45.610
books of account shall not be deemed to be kept

03:19:45.610 --> 03:19:50.799
if there are not kept such books. as are necessary

03:19:50.799 --> 03:19:52.959
to give a true and fair view of the state of

03:19:52.959 --> 03:19:56.420
the foundation company's affairs and to explain

03:19:56.420 --> 03:19:59.239
its transactions such books shall be kept at

03:19:59.239 --> 03:20:01.399
the registered office or such other place as

03:20:01.399 --> 03:20:03.940
may be determined by special resolution of the

03:20:03.940 --> 03:20:06.639
company special resolution is two -thirds majority

03:20:06.639 --> 03:20:11.620
assets and liabilities of the foundation company

03:20:11.620 --> 03:20:16.420
as was first determined with the initial members

03:20:16.420 --> 03:20:20.670
and then accrued over time and This is me reading

03:20:20.670 --> 03:20:24.729
into this. I'm done reading section 13 .1 right

03:20:24.729 --> 03:20:28.790
now. And, all right, let's reread section 13

03:20:28.790 --> 03:20:32.770
.1a. All funds received. The director shall cause

03:20:32.770 --> 03:20:35.329
proper books of account to be kept for all funds

03:20:35.329 --> 03:20:38.229
received or expended or distributed by the foundation

03:20:38.229 --> 03:20:42.209
company. Okay, got that part. And the matters

03:20:42.209 --> 03:20:45.290
in respect of which the receipt or expenditure

03:20:45.290 --> 03:20:48.409
takes place. Oh, like a, like I guess a general.

03:20:48.879 --> 03:20:51.819
General meeting? And the matters. I don't know

03:20:51.819 --> 03:20:56.059
what and the matters means. Exactly. Good question

03:20:56.059 --> 03:21:01.780
since we already have 31 of them. What does and

03:21:01.780 --> 03:21:11.459
the matters mean? Here we go. Okay. Section 13

03:21:11.459 --> 03:21:15.520
.2. The books of accounts shall be open at any

03:21:15.520 --> 03:21:18.239
time in ordinary business hours to inspection.

03:21:18.860 --> 03:21:21.379
By the founder, supervisor, and any other person

03:21:21.379 --> 03:21:24.020
to whom a right of access has been granted under

03:21:24.020 --> 03:21:25.860
the foundation company's memorandum of association,

03:21:26.180 --> 03:21:29.479
these articles are the bylaws. Section 13 .3.

03:21:29.600 --> 03:21:32.319
By notice to the foundation company, the founder

03:21:32.319 --> 03:21:35.520
or a supervisor may call for such reports, accounts,

03:21:35.659 --> 03:21:38.319
information, and explanations from the directors

03:21:38.319 --> 03:21:40.860
as to the administration of the foundation company

03:21:40.860 --> 03:21:47.200
as are described in the notice. Section 14. Auditors.

03:21:47.879 --> 03:21:51.420
Second 14 .1. Foundation company may, shall not

03:21:51.420 --> 03:21:53.879
be required by ordinary resolution at any time,

03:21:53.979 --> 03:21:57.239
appoint or replace an auditor or auditors of

03:21:57.239 --> 03:21:59.700
the foundation company. Remuneration of an auditor

03:21:59.700 --> 03:22:02.899
shall be fixed by ordinary resolution. This is

03:22:02.899 --> 03:22:08.319
another new one. An auditor. All right, so we

03:22:08.319 --> 03:22:12.579
don't really know. This is more and more and

03:22:12.579 --> 03:22:16.360
more people. Did I talk, did I have auditor?

03:22:18.899 --> 03:22:22.340
Anywhere. Okay. In the foundation company's law,

03:22:22.559 --> 03:22:27.959
in Schedule 2, that's where the Articles of Association

03:22:27.959 --> 03:22:32.340
Oops, you can't see what I'm doing. There. So

03:22:32.340 --> 03:22:36.379
in the foundation company law, Schedule 2, which

03:22:36.379 --> 03:22:38.600
is where the model constitution is, and that's

03:22:38.600 --> 03:22:41.260
just a template, a template association, Articles

03:22:41.260 --> 03:22:44.440
of Association, which a foundation company is

03:22:44.440 --> 03:22:48.440
not required to do. You're not required to abide

03:22:48.440 --> 03:22:51.219
by this model constitution. But as we learned,

03:22:51.319 --> 03:22:54.379
when we compare the two side -by -side and send

03:22:54.379 --> 03:23:00.360
off 56, they are very similar. So when the foundation

03:23:00.360 --> 03:23:02.819
company, our foundation company, Sandbox DAO,

03:23:02.920 --> 03:23:06.219
was stood up, it used a lot of the same language

03:23:06.219 --> 03:23:09.000
from the model constitution and Schedule 2 of

03:23:09.000 --> 03:23:11.860
the foundation company's law on page 20 through

03:23:11.860 --> 03:23:15.479
31. So in the article of the association, it

03:23:15.479 --> 03:23:21.260
talks about, An auditor. At least it lists the

03:23:21.260 --> 03:23:24.319
auditor. And. I'm willing to bet you if I were

03:23:24.319 --> 03:23:28.819
to pull it up side by side. It would list. An

03:23:28.819 --> 03:23:33.420
auditor. Same or similar language as this. Okay.

03:23:34.139 --> 03:23:40.299
Good to know. I think my only question is. Same

03:23:40.299 --> 03:23:44.620
thing as the chairman. On this time it's page

03:23:44.620 --> 03:23:52.610
14. It's section. 14 .1. Who is the auditor?

03:23:53.569 --> 03:23:57.670
They aren't mentioned before. Okay. Section 14

03:23:57.670 --> 03:23:59.930
.2. Every auditor shall have a right of access

03:23:59.930 --> 03:24:02.829
at all times and ordinary business hours to the

03:24:02.829 --> 03:24:04.829
books of account of a foundation company and

03:24:04.829 --> 03:24:08.489
shall be entitled to require from the directors

03:24:08.489 --> 03:24:11.770
and officers of the foundation company such information

03:24:11.770 --> 03:24:14.569
and explanation and access to vouchers and other

03:24:14.569 --> 03:24:17.049
documents. as the auditor considers necessary

03:24:17.049 --> 03:24:19.149
for the performance of the auditor's duties.

03:24:21.329 --> 03:24:25.370
You know what? Actually, no. I just looked it

03:24:25.370 --> 03:24:28.270
up in the Foundation Companies Law. It's not

03:24:28.270 --> 03:24:33.069
there. Let's take a look in the Companies Act.

03:24:34.770 --> 03:24:39.450
Let's look up the word audit. So there is a mention

03:24:39.450 --> 03:24:44.329
of audit in the Companies Act under Section 59.

03:24:44.989 --> 03:24:49.350
Accounts and audits. Talks about audits. Talk

03:24:49.350 --> 03:24:53.350
about an auditor. It does. Under section 43.

03:24:53.930 --> 03:24:57.610
Under proceedings at general meetings. Talks

03:24:57.610 --> 03:25:01.510
about. Businesses being conducted. Something

03:25:01.510 --> 03:25:04.729
about. Giving a report to auditors. And fixing

03:25:04.729 --> 03:25:08.350
remuneration of auditors. So in the. Foundations

03:25:08.350 --> 03:25:10.729
company law. It only mentions it in the template.

03:25:11.049 --> 03:25:15.569
And the companies act. the big one which is the

03:25:15.569 --> 03:25:18.729
big one in our break stack all right so that

03:25:18.729 --> 03:25:23.270
would be this one here down at the bottom that

03:25:23.270 --> 03:25:26.250
company's back there so this big one has it in

03:25:26.250 --> 03:25:34.430
one of the sections so sections 43 100 okay so

03:25:34.430 --> 03:25:36.770
that's where it mentions it in here in the foundation's

03:25:36.770 --> 03:25:40.370
company law it mentions it in the schedule optional

03:25:40.370 --> 03:25:44.459
template for a company's uh a company's Articles

03:25:44.459 --> 03:25:49.200
of Association, which the Sandbox DAO Foundation

03:25:49.200 --> 03:25:55.040
used that template and used a lot of it. Okay.

03:25:56.840 --> 03:26:03.139
Section 15, winding up. All right. We're getting

03:26:03.139 --> 03:26:07.620
close. There's only 16 sections. All right, so

03:26:07.620 --> 03:26:11.450
winding up. Section 15 -1. The foundation company

03:26:11.450 --> 03:26:13.670
shall be wound up if the founder delivers notice

03:26:13.670 --> 03:26:16.190
to the foundation company at its registered office

03:26:16.190 --> 03:26:19.510
declaring that it is to be wound up. The person

03:26:19.510 --> 03:26:21.750
designated in the founder's notice shall be the

03:26:21.750 --> 03:26:26.770
liquidator. Another word. But we know what the

03:26:26.770 --> 03:26:29.250
liquidator is because we talked about the liquidator

03:26:29.250 --> 03:26:34.510
in Sandow 56. I don't think because the liquidator

03:26:34.510 --> 03:26:36.469
is only comes into play when they're appointed.

03:26:36.809 --> 03:26:38.370
So I don't think we need to really talk about

03:26:38.370 --> 03:26:42.579
that much. Okay, so the person designated in

03:26:42.579 --> 03:26:47.540
the founder's notice shall be the liquidator,

03:26:47.639 --> 03:26:49.860
or if no liquidator is so appointed, then the

03:26:49.860 --> 03:26:53.680
directors or such person as they shall appoint

03:26:53.680 --> 03:26:56.540
shall be the liquidator. The surplus access shall

03:26:56.540 --> 03:26:58.360
be distributed to the founder or as the founder

03:26:58.360 --> 03:27:02.959
directs. That is, okay, you know what? We first

03:27:02.959 --> 03:27:10.299
talked about this over in the memo. And here

03:27:10.299 --> 03:27:13.420
in section 10, we talked about if there are surplus

03:27:13.420 --> 03:27:16.920
assets, it shall be applied or distributed under

03:27:16.920 --> 03:27:20.280
the Articles of Association. Okay, now here is

03:27:20.280 --> 03:27:22.620
the Articles of Association saying, the surplus

03:27:22.620 --> 03:27:24.860
assets shall be distributed to the founder or

03:27:24.860 --> 03:27:27.659
as the founder directs. So now we really want

03:27:27.659 --> 03:27:30.739
to know who the founder is. Okay, so let's go

03:27:30.739 --> 03:27:35.940
back to our question. Who is the founder? Who

03:27:35.940 --> 03:27:40.379
be the founder? Because they are about to get,

03:27:40.459 --> 03:27:42.840
not only do they have god mode privileges, but

03:27:42.840 --> 03:27:47.139
they also get everything, it looks like. Where's

03:27:47.139 --> 03:27:54.879
our founder? Founder, founder. Founder. Founder.

03:27:57.040 --> 03:28:02.239
Founder. Alright, there we go. Oh, we didn't

03:28:02.239 --> 03:28:06.239
ask. Who is the founder? That's two questions.

03:28:06.379 --> 03:28:09.809
Let's stick to one question at a time. It's going

03:28:09.809 --> 03:28:12.250
to mess up everything, won't it? Yes, it will.

03:28:13.790 --> 03:28:15.829
Oh, you know what? I can delete this question.

03:28:18.690 --> 03:28:21.489
And then add a new question nine over here. Yeah,

03:28:21.510 --> 03:28:29.950
let's do that. Who is the founder? All right.

03:28:29.969 --> 03:28:32.709
And then our reference for why this is so applicable

03:28:32.709 --> 03:28:40.069
to us now is page 14, or just section. 15 .1

03:28:40.069 --> 03:28:47.790
the surplus assets oh we need a reference first

03:28:47.790 --> 03:28:57.989
the moa and which part was it section 10 shall

03:28:57.989 --> 03:29:02.489
be applied under the articles association this

03:29:02.489 --> 03:29:06.030
one is shall be given to the founder okay good

03:29:08.319 --> 03:29:12.899
Stuff. We are deep diving deep into this, but

03:29:12.899 --> 03:29:16.920
we are excavating everything. It is. There is

03:29:16.920 --> 03:29:20.639
no. There is very, very little confusion here.

03:29:20.719 --> 03:29:22.799
There are a lot of questions, but there's very

03:29:22.799 --> 03:29:24.260
little confusion about what's happening now.

03:29:24.819 --> 03:29:28.760
After we did all of these episodes together before

03:29:28.760 --> 03:29:35.379
today. So that's episode. Send out episode 34.

03:29:36.079 --> 03:29:41.299
standout 56 57 59 so much of this is now like

03:29:41.299 --> 03:29:44.780
instead of 100 questions we have only 30 something

03:29:44.780 --> 03:29:50.700
now we understand a lot more so much more okay

03:29:50.700 --> 03:29:55.639
who is the auditor they aren't mentioned before

03:29:55.639 --> 03:30:01.299
all right we were in here winding up section

03:30:01.299 --> 03:30:04.680
15. we had to go back here to section nine or

03:30:05.200 --> 03:30:11.879
to question nine to ask who the founder was and

03:30:11.879 --> 03:30:17.280
reference how shall it be applied. And then we

03:30:17.280 --> 03:30:20.239
need to rearrange this one so that it restarts

03:30:20.239 --> 03:30:24.340
at 10. We are good. All right, back on track.

03:30:26.000 --> 03:30:29.700
Section 15 .2. Members, directors, and supervisors

03:30:29.700 --> 03:30:32.360
as such have no power or authority to wind up

03:30:32.360 --> 03:30:34.920
the foundation company. or petition the court

03:30:34.920 --> 03:30:38.340
to wind up the foundation company, except in

03:30:38.340 --> 03:30:40.379
the case of insolvency or for the purposes of

03:30:40.379 --> 03:30:43.120
bona fide reorganization intended to enable the

03:30:43.120 --> 03:30:45.200
foundation company to carry out its objects more

03:30:45.200 --> 03:30:48.299
efficiently. I have a feeling this is one of

03:30:48.299 --> 03:30:51.540
the things that is undecided. Because right here

03:30:51.540 --> 03:30:53.860
you are saying in the company that no one else

03:30:53.860 --> 03:30:56.940
has the ability to wind up the company except

03:30:56.940 --> 03:31:00.520
for the founder. But I see this as a point of

03:31:00.520 --> 03:31:03.360
clarification. that may get challenged in the

03:31:03.360 --> 03:31:08.059
court and become case law. That's a pretty broad

03:31:08.059 --> 03:31:12.280
statement. That's a pretty restrictive statement

03:31:12.280 --> 03:31:15.979
that no one else has the authority to wind it

03:31:15.979 --> 03:31:20.100
up when the founder isn't mentioned in the Companies

03:31:20.100 --> 03:31:23.219
Act and it's only mentioned as an optional template

03:31:23.219 --> 03:31:26.500
in the foundation's company law. So you are designating

03:31:26.500 --> 03:31:30.799
an optional person to have the ability to wind

03:31:30.799 --> 03:31:34.920
up or liquidate. or close down the company. Something

03:31:34.920 --> 03:31:41.600
tells me that that one is not, could be challenged.

03:31:43.299 --> 03:31:48.760
So the question is, is how enforceable is when

03:31:48.760 --> 03:31:54.920
founders are optional roles? That's the question

03:31:54.920 --> 03:32:00.280
on that one. Okay. So let's read this again.

03:32:00.360 --> 03:32:03.040
15 .2. Members, directors, and supervisors as

03:32:03.040 --> 03:32:05.399
such have no power or authority to wind up the

03:32:05.399 --> 03:32:08.879
foundation company or petition the court to wind

03:32:08.879 --> 03:32:10.819
up the foundation company, except in the case

03:32:10.819 --> 03:32:13.200
of insolvency or for the purposes of a bona fide

03:32:13.200 --> 03:32:15.819
reorganization intended to enable the foundation

03:32:15.819 --> 03:32:18.620
company to carry out its objects more efficiently.

03:32:18.799 --> 03:32:21.780
So that also petition the court. I think that's

03:32:21.780 --> 03:32:23.559
probably why I believe that it's going to get

03:32:23.559 --> 03:32:26.059
challenged because you're restricting someone's

03:32:26.059 --> 03:32:29.549
ability to have legal remediation. A legal remedy,

03:32:29.709 --> 03:32:32.889
which in the US, that's a big no -no. You can't

03:32:32.889 --> 03:32:36.829
do that. In some cases, you can, but in very,

03:32:36.870 --> 03:32:40.489
very particular cases and the case law on that

03:32:40.489 --> 03:32:46.389
is super shaky. So that is, I think that's probably

03:32:46.389 --> 03:32:48.149
a point of, oh, you can't read what I'm saying.

03:32:48.250 --> 03:32:51.190
Sorry. This right here. I think that part of

03:32:51.190 --> 03:32:58.860
this sentence is suspect. Okay. Now we're on

03:32:58.860 --> 03:33:07.420
question 35. Now we're in section 16. We're four

03:33:07.420 --> 03:33:10.760
pages away. Indemnity and insurance. Now remember

03:33:10.760 --> 03:33:13.940
when we said indemnify, you will help pay for.

03:33:14.739 --> 03:33:19.000
Section 16 .1. In this article, section 16 .1a,

03:33:19.180 --> 03:33:21.879
an indemnified party means each of the founder,

03:33:21.959 --> 03:33:25.739
director, supervisors, secretary, and other officers

03:33:25.739 --> 03:33:28.940
of the foundation company. For the time being,

03:33:29.040 --> 03:33:33.299
and any trustee, for the time being, acting in

03:33:33.299 --> 03:33:36.639
relation to any of the affairs of the foundation

03:33:36.639 --> 03:33:39.840
company and their heirs, executors, administrators,

03:33:40.139 --> 03:33:44.459
and personal representatives respectively. I

03:33:44.459 --> 03:33:46.200
was about to add a whole bunch of people in our

03:33:46.200 --> 03:33:50.799
rectangle of confusion, but I don't think trustee

03:33:50.799 --> 03:33:55.020
is an actual role. I don't think trustee is an

03:33:55.020 --> 03:33:58.290
actual role in the... And the foundation company.

03:33:58.469 --> 03:34:01.350
I think they just mentioned as though if a trustee

03:34:01.350 --> 03:34:05.569
somewhere else comes and says, I want, I need

03:34:05.569 --> 03:34:11.010
to be indemnified, I guess. Okay. Section 16,

03:34:11.090 --> 03:34:14.129
one B liabilities mean all liabilities, costs,

03:34:14.469 --> 03:34:17.350
charges, losses, including consequential losses,

03:34:17.530 --> 03:34:20.709
damages, fees, expenses, including legal and

03:34:20.709 --> 03:34:23.069
other professional fees and expenses, judgments,

03:34:23.190 --> 03:34:26.049
fines, penalties, interests, settlements, and

03:34:26.049 --> 03:34:29.170
other amounts. including with prejudice to the

03:34:29.170 --> 03:34:31.389
generality of the foregoing, any liabilities

03:34:31.389 --> 03:34:34.629
in respect of or in connecting with any proceedings.

03:34:34.809 --> 03:34:38.729
Talking about court proceedings there. Maybe

03:34:38.729 --> 03:34:44.290
ADR. Dispute resolution. Proceedings. Maybe that.

03:34:46.030 --> 03:34:50.270
Alternative dispute resolutions. Section 16 .1c.

03:34:50.409 --> 03:34:54.149
Proceedings means all suits, proceedings, demands,

03:34:54.469 --> 03:34:58.459
claims, and actions of whatsoever. whether civil,

03:34:58.600 --> 03:35:00.659
criminal, administrative, investigative, regulatory,

03:35:00.799 --> 03:35:05.840
or otherwise. There you go. Section 16 .1d, reference

03:35:05.840 --> 03:35:09.079
in this article to actual fraud or willful default,

03:35:09.319 --> 03:35:12.040
being a non -appealable finding to such effect

03:35:12.040 --> 03:35:15.120
by a competent court in relation to the conduct

03:35:15.120 --> 03:35:19.979
of the identified party. Section 16 .2, each

03:35:19.979 --> 03:35:22.379
identified party shall, to the full extent permitted

03:35:22.379 --> 03:35:25.540
by law, be identified on an after -tax basis

03:35:25.540 --> 03:35:28.540
out of the assets of the foundation company from

03:35:28.540 --> 03:35:31.719
and against all liabilities which the identified

03:35:31.719 --> 03:35:35.280
party shall or may incur or sustain, provided

03:35:35.280 --> 03:35:37.319
that no identified party shall be entitled to

03:35:37.319 --> 03:35:40.120
identification with respect to any liability

03:35:40.120 --> 03:35:43.159
to the extent that such liability resulted from

03:35:43.159 --> 03:35:46.420
an act or omission that constitutes actual fraud

03:35:46.420 --> 03:35:49.700
or will default on the part of the identified

03:35:49.700 --> 03:35:57.739
party. All right, let's break that one down a

03:35:57.739 --> 03:36:00.459
little bit. This is actually the definition here

03:36:00.459 --> 03:36:02.600
of how the identified party should be treated

03:36:02.600 --> 03:36:08.139
in 16 .2. Each identified party shall, to the

03:36:08.139 --> 03:36:11.760
fullest extent permitted by law, be indemnified

03:36:11.760 --> 03:36:16.799
on an after -tax basis. So after they do their

03:36:16.799 --> 03:36:22.079
taxes. Oh, after they factor in their tax liability.

03:36:22.729 --> 03:36:28.530
So whenever you buy shoes and you have sales

03:36:28.530 --> 03:36:33.889
tax, the person will be indemnified, reimbursed,

03:36:33.989 --> 03:36:40.290
after taxes, I guess. After taxes are assessed.

03:36:42.290 --> 03:36:45.229
Of the foundation company from and against all

03:36:45.229 --> 03:36:47.370
liabilities. Again, up here, liabilities means

03:36:47.370 --> 03:36:51.610
all these things. which the identified party

03:36:51.610 --> 03:36:55.969
shall or may incur or sustain. That right there

03:36:55.969 --> 03:37:02.129
is the indemnification part. All right, so against

03:37:02.129 --> 03:37:04.569
all liabilities which the identified party shall

03:37:04.569 --> 03:37:09.229
or may incur or sustain. And then they have this

03:37:09.229 --> 03:37:12.510
little asterisk here. All right, and the most

03:37:12.510 --> 03:37:17.209
important part is constitutes actual fraud or

03:37:17.209 --> 03:37:20.040
willful default. So if... this identification

03:37:20.040 --> 03:37:22.879
happens and it's determined that the identify

03:37:22.879 --> 03:37:26.299
party has committed fraud or willful default

03:37:26.299 --> 03:37:31.760
then identify identification is is no longer

03:37:31.760 --> 03:37:35.959
applicable all right but we're not done here

03:37:35.959 --> 03:37:40.659
16 .2 a is by reason of an act done or admitted

03:37:40.659 --> 03:37:42.440
to be done in connection with the business and

03:37:42.440 --> 03:37:45.350
activities of the foundation company 16 .2b.

03:37:45.450 --> 03:37:48.090
By reason of such person being a founder, director,

03:37:48.329 --> 03:37:51.129
supervisor, secretary, trustee, or officer. Or

03:37:51.129 --> 03:37:55.909
16 .2c. In or about the execution of their duty

03:37:55.909 --> 03:37:58.090
as a founder, director, supervisor, secretary,

03:37:58.350 --> 03:38:03.889
trustee, or officer. 16 .3. Unless the same shall

03:38:03.889 --> 03:38:06.129
result from an act or omission that constitutes

03:38:06.129 --> 03:38:09.030
the actual fraud or willful default by an identified

03:38:09.030 --> 03:38:11.450
party, no identified party shall be liable or

03:38:11.450 --> 03:38:16.149
ineligible for 16. A. The acts, receipts, neglects,

03:38:16.149 --> 03:38:19.909
or defaults of any other identified party. 16.

03:38:21.309 --> 03:38:25.129
3. B. Joining in any receipt for the sake of

03:38:25.129 --> 03:38:32.829
the conformity. 16. 3. C. The solvency or honesty

03:38:32.829 --> 03:38:37.649
of any banker or other persons with whom any

03:38:37.649 --> 03:38:39.930
monies or securities or tokens belonging to the

03:38:39.930 --> 03:38:41.870
foundation company may be lodged or deposited

03:38:41.870 --> 03:38:50.440
for safety. For safe custody. 16 .3. Delta. D.

03:38:50.520 --> 03:38:53.159
Any insufficiency of any security upon which

03:38:53.159 --> 03:38:55.399
any monies of the foundation company may be invested.

03:38:55.899 --> 03:38:59.959
16 .3. E. Acting on any advice or opinion given

03:38:59.959 --> 03:39:02.219
by legal advisors to the foundation company.

03:39:02.399 --> 03:39:09.299
That's a convenient one. Okay. That's a pretty

03:39:09.299 --> 03:39:13.920
big loophole there. 16 -3, maybe loophole is

03:39:13.920 --> 03:39:17.200
the wrong word. That is a pretty broad protection

03:39:17.200 --> 03:39:23.379
right there. That's a big protection. So big,

03:39:23.420 --> 03:39:27.600
in fact, after I read that one sentence, that

03:39:27.600 --> 03:39:34.159
the identified party is not responsible or answerable

03:39:34.159 --> 03:39:37.079
for any act where they receive advice or opinion

03:39:37.079 --> 03:39:40.739
by legal advisors. So in our case, the Dow is

03:39:40.739 --> 03:39:43.870
TTA. And depending on who the identified party

03:39:43.870 --> 03:39:45.450
is, it could be anybody, I guess. It could be

03:39:45.450 --> 03:39:48.350
the director. It could be supervisors. It could

03:39:48.350 --> 03:39:51.670
be the founder, I think. I'm not sure. That's

03:39:51.670 --> 03:39:57.309
a question right there. Good question. So they

03:39:57.309 --> 03:40:03.270
could have unlimited indemnification so long

03:40:03.270 --> 03:40:05.370
as they acted on the advice or opinion given

03:40:05.370 --> 03:40:09.750
by a legal advisor. So seeing that, I'm now no

03:40:09.750 --> 03:40:16.579
longer confused. As to why someone may or may

03:40:16.579 --> 03:40:20.040
not rely on legal's advice so much. Because if

03:40:20.040 --> 03:40:25.399
they do, and they're identified, they get broad

03:40:25.399 --> 03:40:33.139
waiver of liability. That's just within the foundation

03:40:33.139 --> 03:40:34.780
company, though. Someone can still sue them.

03:40:35.559 --> 03:40:40.639
That's how identification kicks in. And then

03:40:40.639 --> 03:40:49.750
section... 16 .3 e who are the indemnified parties

03:40:49.750 --> 03:41:01.129
this section grants broad liability waiver if

03:41:01.129 --> 03:41:06.690
legal is involved if legal was involved in the

03:41:06.690 --> 03:41:17.159
in the action Which, who wouldn't have legal

03:41:17.159 --> 03:41:21.479
involved in a lot of that? So, interesting, interesting.

03:41:22.659 --> 03:41:27.360
All right. And then 16 .3F, any liabilities due

03:41:27.360 --> 03:41:32.799
to any such cases as aforesaid? I think aforesaid

03:41:32.799 --> 03:41:37.780
means said above us. What does aforesaid mean?

03:41:40.329 --> 03:41:42.190
being the one previously mentioned or spoken

03:41:42.190 --> 03:41:44.690
of. I don't know what that's supposed to mean

03:41:44.690 --> 03:41:48.530
here in this sentence, in this list. 16 .3G,

03:41:48.670 --> 03:41:50.909
any other liabilities when the foundation company

03:41:50.909 --> 03:41:55.190
shall or may incur or sustain by reason of any

03:41:55.190 --> 03:41:58.010
act done or omitted in connection with the business

03:41:58.010 --> 03:42:01.190
and activities of the foundation company or by

03:42:01.190 --> 03:42:03.989
reason of such person being a founder, director,

03:42:04.250 --> 03:42:07.200
supervisor, secretary, trustee, or officer. or

03:42:07.200 --> 03:42:09.799
in or about the execution of their duty in their

03:42:09.799 --> 03:42:14.420
respective offices and trusts or trusts. Okay.

03:42:15.639 --> 03:42:18.680
16 .4. To the fullest extent permitted by law,

03:42:18.860 --> 03:42:21.819
amounts incurred by an identified party in defending

03:42:21.819 --> 03:42:24.219
or otherwise in connection with any liability

03:42:24.219 --> 03:42:27.459
or proceeding, whether as a party or otherwise,

03:42:27.680 --> 03:42:31.620
shall from time to time be advanced by the foundation

03:42:31.620 --> 03:42:35.219
company prior to a final non -appealable finding.

03:42:35.979 --> 03:42:38.899
of a competent court that the identified party

03:42:38.899 --> 03:42:41.280
is not entitled to be identified upon receipt

03:42:41.280 --> 03:42:43.819
by the foundation company of an undertaking by

03:42:43.819 --> 03:42:46.040
or on behalf of the identified party to repay

03:42:46.040 --> 03:42:49.200
such amounts. If there shall not be, if there

03:42:49.200 --> 03:42:52.020
shall be a final non -appealable finding of a

03:42:52.020 --> 03:42:55.079
contempt court that the identified party is not

03:42:55.079 --> 03:42:57.500
entitled to be identified. Holy smokes. All right.

03:42:57.500 --> 03:43:00.420
The most important part in this whole thing is

03:43:00.420 --> 03:43:04.600
shall from time to time be advanced by the foundation

03:43:04.600 --> 03:43:07.270
company. Meaning the foundation company may pay

03:43:07.270 --> 03:43:11.770
legal fees and all that stuff ahead of a court's

03:43:11.770 --> 03:43:18.709
finding or a court's resolution or verdict. 16

03:43:18.709 --> 03:43:21.170
.5. The identification provided by this article

03:43:21.170 --> 03:43:23.870
shall be in addition to other, any other rights

03:43:23.870 --> 03:43:26.389
to which an identified party may be entitled

03:43:26.389 --> 03:43:29.229
under an agreement as a matter of law or otherwise,

03:43:29.430 --> 03:43:32.670
both as to actions in the identified party's

03:43:32.670 --> 03:43:54.610
capability. Oh my gosh. All right. Let me say,

03:43:54.649 --> 03:43:59.090
let me eyeball this again. All right. I think

03:43:59.090 --> 03:44:01.809
I'm not fully understanding this, but I think

03:44:01.809 --> 03:44:04.920
the first part here. The identification provided

03:44:04.920 --> 03:44:07.420
in this article shall be in addition to any other

03:44:07.420 --> 03:44:10.500
rights to which an identified party may be entitled

03:44:10.500 --> 03:44:13.299
under any agreement. Okay, that's the first important

03:44:13.299 --> 03:44:17.280
part. Second important part is and shall continue

03:44:17.280 --> 03:44:21.280
as to any identified party who has ceased to

03:44:21.280 --> 03:44:24.920
serve in this capacity in which such identified

03:44:24.920 --> 03:44:29.219
party became entitled to identification. So meaning

03:44:29.219 --> 03:44:32.750
this last part means that if someone is no longer

03:44:32.750 --> 03:44:36.590
indemnified, but at the time they did this action,

03:44:36.790 --> 03:44:39.129
they were indemnified, they shall be treated

03:44:39.129 --> 03:44:42.530
as having been indemnified now by the foundation

03:44:42.530 --> 03:44:47.350
company. Okay? So if the director was indemnified

03:44:47.350 --> 03:44:51.309
and was entitled to this indemnification five

03:44:51.309 --> 03:44:54.909
years from now when they are sued, and it was

03:44:54.909 --> 03:44:57.909
determined during when they did this, they were

03:44:57.909 --> 03:44:59.989
indemnified, then five years later, the foundation

03:44:59.989 --> 03:45:03.149
company shall Treat them as identified, so pay

03:45:03.149 --> 03:45:08.069
for their stuff. Okay. 16 .6. No amendment, modification,

03:45:08.170 --> 03:45:10.909
or repeal of this article or any other provision

03:45:10.909 --> 03:45:14.010
of these articles shall in any manner terminate,

03:45:14.090 --> 03:45:16.709
reduce, or impair the right of any past, present,

03:45:16.790 --> 03:45:19.930
or future identified party to be identified by

03:45:19.930 --> 03:45:21.930
the foundation company or the obligations of

03:45:21.930 --> 03:45:24.670
the foundation company to identify any such identified

03:45:24.670 --> 03:45:28.520
party under... and in accordance with the provisions

03:45:28.520 --> 03:45:30.500
of this agreement, as an effect immediately prior

03:45:30.500 --> 03:45:33.100
to such amendment, modification, or repeal with

03:45:33.100 --> 03:45:36.020
respect to any liability arising from or relating

03:45:36.020 --> 03:45:39.680
to matters occurring in whole or in part prior

03:45:39.680 --> 03:45:42.420
to such amendment, modification, or repeal, regardless

03:45:42.420 --> 03:45:46.520
of when such liability may arise or be asserted.

03:45:47.040 --> 03:45:49.459
Jeez, that's a lot to say this first sentence.

03:45:50.219 --> 03:45:53.399
No amendment, modification, or repeal of this

03:45:53.399 --> 03:45:57.489
article or any other provision. shall in any

03:45:57.489 --> 03:46:03.450
way terminate, reduce, or impair the right of

03:46:03.450 --> 03:46:07.309
the identified party to be identified. That's

03:46:07.309 --> 03:46:12.430
it. The rest of this is good, I guess, but legalese

03:46:12.430 --> 03:46:15.770
that just kind of gives you your assertions and

03:46:15.770 --> 03:46:19.110
assumptions and stuff. That's the way that reads

03:46:19.110 --> 03:46:23.629
to me, at least. Section 16 .7. How many more?

03:46:24.709 --> 03:46:28.700
Okay. Section 16 .7. Any amendment modification

03:46:28.700 --> 03:46:31.620
to repeal this article or that otherwise affects

03:46:31.620 --> 03:46:34.200
this article that limits its scope shall be prospective

03:46:34.200 --> 03:46:37.780
only. Prospective means, I think, not permanent.

03:46:40.600 --> 03:46:43.299
Relating to or effective in the future, likely

03:46:43.299 --> 03:46:48.219
to come about. Yeah. So future. Not yet put into

03:46:48.219 --> 03:46:51.100
practice. And shall not in any way affect the

03:46:51.100 --> 03:46:53.200
limitations on the liability of identified parties

03:46:53.200 --> 03:46:55.909
under this article. As an effect, immediately

03:46:55.909 --> 03:46:58.930
prior to such amendment, modification, or repeal

03:46:58.930 --> 03:47:01.129
with respect to any liability arising from or

03:47:01.129 --> 03:47:04.090
relating to matters occurring in whole or in

03:47:04.090 --> 03:47:07.149
part prior to such amendment, modification, or

03:47:07.149 --> 03:47:09.850
repeal, regardless of when such liability may

03:47:09.850 --> 03:47:12.610
arise or be asserted, provided that the identified

03:47:12.610 --> 03:47:14.829
party became an identified party here under prior

03:47:14.829 --> 03:47:18.770
to such amendment, modification, or repeal. Okay.

03:47:19.790 --> 03:47:25.940
Got it. Section 16 .8. The directors, on behalf

03:47:25.940 --> 03:47:29.700
of the financial company, may purchase and maintain

03:47:29.700 --> 03:47:32.159
insurance for the benefit of any identified party

03:47:32.159 --> 03:47:35.340
against any liabilities or proceedings. That

03:47:35.340 --> 03:47:39.520
brings Bell. Secretaries are required to have

03:47:39.520 --> 03:47:43.760
insurance, I think. Is it that or directors?

03:47:44.040 --> 03:47:46.899
I don't remember which one. Let's take a look

03:47:46.899 --> 03:47:52.440
here for a second. Insurance. Oops, that's the

03:47:52.440 --> 03:47:55.299
wrong one. This one. One of them had to have

03:47:55.299 --> 03:48:01.620
insurance. Okay. So if our director was licensed

03:48:01.620 --> 03:48:05.700
under the DRLL, Director's Registration and Licensing

03:48:05.700 --> 03:48:08.120
Law, they would be required to have insurance.

03:48:10.020 --> 03:48:12.780
But if our director is not covered under by this,

03:48:12.920 --> 03:48:14.219
then they are not required to have insurance.

03:48:14.739 --> 03:48:23.920
But 16 .8 says they may purchase insurance. Okay.

03:48:23.920 --> 03:48:29.700
Section 17, which is an error called the Constitution.

03:48:30.500 --> 03:48:33.340
If you look at SIP number one, I think it's about

03:48:33.340 --> 03:48:40.120
time we go over that. SIP number one. Okay. Down

03:48:40.120 --> 03:48:44.760
at the bottom, we get into the Constitution.

03:48:45.500 --> 03:48:48.139
But if you click the Constitution, it will bring

03:48:48.139 --> 03:48:54.489
you to the bylaws. Per Cayman Islands law, not

03:48:54.489 --> 03:48:58.690
policy, not interpretation, per the law, the

03:48:58.690 --> 03:49:02.629
bylaws are not part of the Constitution. All

03:49:02.629 --> 03:49:06.590
right, we went over that in Sandow 56. All right,

03:49:06.590 --> 03:49:10.229
so we talk about the Constitution. Now let's

03:49:10.229 --> 03:49:14.850
actually search bylaws. All right. Bylaws are

03:49:14.850 --> 03:49:20.139
optional, but as... As specified in Section 2

03:49:20.139 --> 03:49:22.639
of the Foundation Company's law, the Constitution

03:49:22.639 --> 03:49:24.940
means the memo and articles of the Foundation

03:49:24.940 --> 03:49:28.959
Company, but not its bylaws. So, where this is

03:49:28.959 --> 03:49:33.780
called the Constitution, just know that it's

03:49:33.780 --> 03:49:37.840
the bylaws and not the Constitution. I think

03:49:37.840 --> 03:49:41.959
that was just an error. So, Section 17, bylaws.

03:49:43.100 --> 03:49:46.370
Section 17 .1. Founder, by notice of the foundation

03:49:46.370 --> 03:49:48.489
company, or the foundation company, by special

03:49:48.489 --> 03:49:52.329
resolution, may adopt bylaws that are not inconsistent

03:49:52.329 --> 03:49:55.729
with the laws or the memorandum of association

03:49:55.729 --> 03:50:01.149
or those articles. Or these articles. So, okay.

03:50:01.270 --> 03:50:06.329
May adopt bylaws. They're already optional. Per

03:50:06.329 --> 03:50:12.350
law. K -9's law. Which are now called acts. There's

03:50:12.350 --> 03:50:15.989
a lot of stuff that's... Different. Section 17

03:50:15.989 --> 03:50:19.510
.2. Bylaws may relate to any aspect of the business

03:50:19.510 --> 03:50:22.370
or affairs of the foundation company or any of

03:50:22.370 --> 03:50:24.430
the duties or powers of the directors or the

03:50:24.430 --> 03:50:27.750
delegates or others who have duties or powers

03:50:27.750 --> 03:50:30.389
under these articles, including the way of achieving

03:50:30.389 --> 03:50:33.690
the foundation company's objects. Remember the

03:50:33.690 --> 03:50:35.110
objects were in the very, very, very beginning

03:50:35.110 --> 03:50:37.829
of this whole podcast episode, which is the whole

03:50:37.829 --> 03:50:40.110
reason why this thing exists. All right, continuing

03:50:40.110 --> 03:50:44.149
on. The benefiting of beneficiaries. the investment,

03:50:44.309 --> 03:50:46.170
management, and protection of the foundation

03:50:46.170 --> 03:50:48.870
company's assets, the remuneration of directors

03:50:48.870 --> 03:50:52.389
and their delegates, the delegation of the director's

03:50:52.389 --> 03:50:54.950
duties and powers, the supervision of the management

03:50:54.950 --> 03:50:57.149
of the foundation company, and the appointment

03:50:57.149 --> 03:50:59.510
of the advisors and other service providers.

03:51:00.129 --> 03:51:01.909
Okay, that's a mouthful, but that's actually

03:51:01.909 --> 03:51:04.389
a pretty important one. So this is saying that

03:51:04.389 --> 03:51:07.489
the bylaws has the ability to expand on almost

03:51:07.489 --> 03:51:12.149
everything. There's a lot. There's not a lot

03:51:12.149 --> 03:51:15.870
that this doesn't include. In my opinion. I mean,

03:51:15.930 --> 03:51:18.450
you got the objects, which is everything the

03:51:18.450 --> 03:51:22.969
foundation company does. Beneficiaries. The investments.

03:51:23.090 --> 03:51:25.329
The management. The protection of the assets.

03:51:25.389 --> 03:51:29.690
The remuneration, which is all of the compensations.

03:51:29.950 --> 03:51:34.670
Payments. Of the directors and delegates. And

03:51:34.670 --> 03:51:36.870
their delegates. Oh, those are the proxies. And

03:51:36.870 --> 03:51:39.790
their delegates and proxies. Duties and powers.

03:51:40.290 --> 03:51:43.569
Supervision. appointment of advisors and other

03:51:43.569 --> 03:51:46.149
service providers. This is almost everything

03:51:46.149 --> 03:51:50.790
right here in this one subtle, unassuming paragraph

03:51:50.790 --> 03:51:55.809
at the end. So the Constitution is only eight

03:51:55.809 --> 03:51:58.889
pages, so we'll get through that today. Eight

03:51:58.889 --> 03:52:02.829
pages is not a lot. 17 .3, the bylaws may be

03:52:02.829 --> 03:52:05.350
varied or revoked by the founder by notice to

03:52:05.350 --> 03:52:07.469
the foundation company or by special resolution

03:52:07.469 --> 03:52:11.219
of the foundation company. There he goes again,

03:52:11.399 --> 03:52:16.340
that founder. He's able to do anything. 17 .4.

03:52:16.420 --> 03:52:19.159
The adoption or variation of bylaws shall not

03:52:19.159 --> 03:52:22.280
render any director or other person liable for

03:52:22.280 --> 03:52:28.819
prior conduct. Huh. It's like almost an indemnification

03:52:28.819 --> 03:52:32.420
thing going on there. The adoption or variation

03:52:32.420 --> 03:52:36.420
of bylaws shall not render any director or...

03:52:36.649 --> 03:52:39.350
Or other person liable for prior conduct. Oh,

03:52:39.450 --> 03:52:41.889
that's just a retroactive statement. Saying that

03:52:41.889 --> 03:52:46.989
the new, whatever you, if on Monday you have

03:52:46.989 --> 03:52:49.149
something that's not saying that you can get

03:52:49.149 --> 03:52:51.909
in trouble for signing something in red ink,

03:52:52.010 --> 03:52:56.389
but then on Tuesday you adopt a bylaw variation

03:52:56.389 --> 03:52:58.790
that says you will get in trouble if you use

03:52:58.790 --> 03:53:03.909
red ink. The person who signed the thing in red

03:53:03.909 --> 03:53:05.729
ink on Monday is not going to get in trouble.

03:53:06.139 --> 03:53:09.520
on Tuesday for the new variation saying that

03:53:09.520 --> 03:53:12.360
red ink now is bad to sign with. That's what

03:53:12.360 --> 03:53:14.280
this is saying. It's called a retroactive clause,

03:53:14.540 --> 03:53:20.260
okay? This is not retroactive. I think that's

03:53:20.260 --> 03:53:23.059
part of jurisprudence across the world. I might

03:53:23.059 --> 03:53:24.680
be using that term wrong, but basically like

03:53:24.680 --> 03:53:29.079
law theory that, I mean, you can't be helping.

03:53:29.100 --> 03:53:31.040
Never mind. We're going to keep going. 17 .5.

03:53:31.549 --> 03:53:33.709
No third party dealing in good faith with the

03:53:33.709 --> 03:53:36.069
foundation company need be concerned with the

03:53:36.069 --> 03:53:38.170
bylaws or their observance. So there we have

03:53:38.170 --> 03:53:40.709
it. This just puts into place what is already

03:53:40.709 --> 03:53:44.690
part of the Cayman Islands law. All right, let's

03:53:44.690 --> 03:53:48.370
keep going. Almost there. Section 18, alteration

03:53:48.370 --> 03:53:51.270
of the memorandum and articles. Section 18 .1.

03:53:51.430 --> 03:53:54.389
The memorandum of association and these articles

03:53:54.389 --> 03:53:57.489
may be altered in accordance with clause 11 of

03:53:57.489 --> 03:53:59.809
the memorandum of association. And no other alteration

03:53:59.809 --> 03:54:01.930
may be made which is in any way inconsistent

03:54:01.930 --> 03:54:04.770
with clause 6, 10, 11 of the Memorandum of Association.

03:54:05.450 --> 03:54:08.750
Refer back to what I said when we first went

03:54:08.750 --> 03:54:12.909
over this. It's the same thing under the Memorandum

03:54:12.909 --> 03:54:14.790
of Association. We already talked about this

03:54:14.790 --> 03:54:18.770
one. Same thing. Okay. Section 19. Financial

03:54:18.770 --> 03:54:22.129
year end. 19 .1. The company's financial year

03:54:22.129 --> 03:54:26.010
end will be 31 December or such other date as

03:54:26.010 --> 03:54:33.819
the directors determine. Are we done? This was

03:54:33.819 --> 03:54:40.020
dated 20 November 2023. Signed by International

03:54:40.020 --> 03:54:43.420
Corporation Services Limited, ICSL. Remember,

03:54:43.600 --> 03:54:50.840
ICSL is being run. The principal agent is, right,

03:54:50.899 --> 03:54:55.280
I don't want to misspeak. Second, ICSL. Yeah,

03:54:55.379 --> 03:54:59.479
the key principal. For ICSL is Michael Alberga,

03:54:59.559 --> 03:55:02.600
who is a partner of TTA, who is the legal counsel

03:55:02.600 --> 03:55:08.200
SIP2 hires into Sandbox Foundation. All right,

03:55:08.219 --> 03:55:12.059
just a reminder. So this article of association

03:55:12.059 --> 03:55:16.020
is signed by ICSL, by this authorized signatory

03:55:16.020 --> 03:55:20.780
person, and witnessed by this person. Odds are

03:55:20.780 --> 03:55:23.899
this person is a government official, I think.

03:55:24.219 --> 03:55:26.670
It's a witness though, maybe not. And then this

03:55:26.670 --> 03:55:32.090
person is an authorized signatory of ICSL. Okay.

03:55:32.770 --> 03:55:37.829
The end of the articles. Holy smokes, that took

03:55:37.829 --> 03:55:46.729
forever. Oh my gosh. Oh Lord. All right. We do

03:55:46.729 --> 03:55:48.389
have one final question. Let's go back to that

03:55:48.389 --> 03:55:51.469
really, really important paragraph. Let's make

03:55:51.469 --> 03:55:53.629
a question out of this because I was not expecting.

03:55:54.889 --> 03:55:56.989
And when I first read this, it wasn't obvious

03:55:56.989 --> 03:56:01.430
to me that that was so powerful. This seems to...

03:56:01.430 --> 03:56:06.149
So we're talking about 17 .2, this broad, broad

03:56:06.149 --> 03:56:08.409
thing where bylaws can do anything. This seems

03:56:08.409 --> 03:56:14.829
to encompass everything about the TSB DAO Foundation.

03:56:17.030 --> 03:56:24.239
Does this exclude... Does this... Section exclude

03:56:24.239 --> 03:56:32.920
anything. So as in, is there something the bylaws

03:56:32.920 --> 03:56:38.860
can't touch? There. So we're going to highlight

03:56:38.860 --> 03:56:46.860
our buzzwords. And there's our 36th question.

03:56:49.760 --> 03:56:58.059
Okay. All right. That was our, that was our articles

03:56:58.059 --> 03:57:01.920
of association as part of the constitution. Okay.

03:57:01.979 --> 03:57:04.459
So there's our agenda item down there in the

03:57:04.459 --> 03:57:08.100
bottom. Done. Next is the bylaws. It's only eight

03:57:08.100 --> 03:57:10.719
pages. So, I mean, we're already four and a half

03:57:10.719 --> 03:57:15.280
hours into this. We're going to keep going. I

03:57:15.280 --> 03:57:21.530
can't believe four hours, four hours. All right,

03:57:21.549 --> 03:57:26.090
next up are the buy loss. We are going to take

03:57:26.090 --> 03:59:44.000
a quick two -minute break. Be right back. So,

03:59:44.000 --> 03:59:48.500
bylaws, not the Constitution, but is called the

03:59:48.500 --> 03:59:56.059
Constitution, I think, on accident. And in SIP

03:59:56.059 --> 03:59:58.639
number one and SIP number two, I think, right?

03:59:58.700 --> 04:00:01.139
It's listed on both. Yeah. So SIP number one

04:00:01.139 --> 04:00:05.319
and two lists the bylaws. Again, they call it

04:00:05.319 --> 04:00:07.059
the Constitution. It is not the Constitution.

04:00:07.520 --> 04:00:10.780
So down here, oops, you can't see what I'm doing.

04:00:11.979 --> 04:00:18.440
Down here, Constitution. That is the bylaws mistakenly

04:00:18.440 --> 04:00:25.340
named. So, anyways, the Constitution, as we just

04:00:25.340 --> 04:00:29.799
learned, no, that's the wrong word. I just did

04:00:29.799 --> 04:00:35.219
it myself. The bylaws, as we just learned, augment,

04:00:35.459 --> 04:00:40.120
enhance, and give further guidance for how...

04:00:40.569 --> 04:00:46.569
foundation company is run and per our articles

04:00:46.569 --> 04:00:49.909
association bylaws may relate to almost anything

04:00:49.909 --> 04:00:54.190
but the the key thing here to know about the

04:00:54.190 --> 04:00:59.329
bylaws is no third party outside of the foundation

04:00:59.329 --> 04:01:02.010
company is required to be concerned with the

04:01:02.010 --> 04:01:05.110
bylaws that's both written here and it's also

04:01:05.110 --> 04:01:11.139
part of cayman is law so that's a big one So

04:01:11.139 --> 04:01:13.239
that was the articles. Now let's roll right into

04:01:13.239 --> 04:01:17.139
the Constitution, which is the bylaws, okay?

04:01:17.459 --> 04:01:20.219
Not the Constitution, just the bylaws, right?

04:01:20.299 --> 04:01:24.559
So call it that. Adopted 28 May 2024, which is

04:01:24.559 --> 04:01:29.000
the day that the DAO was born, was launched.

04:01:29.459 --> 04:01:33.379
What is this? These were launched, oh, this was

04:01:33.379 --> 04:01:36.579
in November, right? So November 2023 is when

04:01:36.579 --> 04:01:44.120
this came about. And November 2023, same thing

04:01:44.120 --> 04:01:48.739
with Memo. But for the Constitution, it has a

04:01:48.739 --> 04:01:52.780
date of 28 May. So this is clearly put together

04:01:52.780 --> 04:01:55.520
by the DAO admin team. You can just kind of tell

04:01:55.520 --> 04:01:58.780
by the way it's got the header on it and all

04:01:58.780 --> 04:02:01.239
that stuff. Good odds are the DAO admin team

04:02:01.239 --> 04:02:06.239
had a role to play here. So, good news is it's

04:02:06.239 --> 04:02:09.459
only eight pages. All right. And before we get

04:02:09.459 --> 04:02:11.299
into this, let's talk a little bit about the

04:02:11.299 --> 04:02:24.579
SIP. The SIP where I'm pretty sure the compensation,

04:02:24.760 --> 04:02:26.780
which we've been calling remuneration this whole

04:02:26.780 --> 04:02:30.340
time, is not in here. But it does reference some

04:02:30.340 --> 04:02:33.420
things that we maybe need to talk about. So in

04:02:33.420 --> 04:02:36.500
SIP 1, which is introduced in the sandbox DAO.

04:02:37.000 --> 04:02:38.819
The reason why I think they connect it to the

04:02:38.819 --> 04:02:41.360
bylaws is because the bylaws are going to talk

04:02:41.360 --> 04:02:44.280
a lot about how the sandbox DAO works, whereas

04:02:44.280 --> 04:02:46.379
the articles and the memos that we just spent

04:02:46.379 --> 04:02:50.239
the past four hours reading is related to the

04:02:50.239 --> 04:02:53.420
sandbox DAO, the sandbox foundation company.

04:02:54.020 --> 04:02:57.959
So the legal separate entity is separate from

04:02:57.959 --> 04:03:03.120
the actual DAO, like the voting DAO. That's why

04:03:03.120 --> 04:03:05.370
they call it the DAO wrapper. We went over that

04:03:05.370 --> 04:03:10.290
in Sandow 58 with Ernest Lee, who is a practicing

04:03:10.290 --> 04:03:17.309
U .S. attorney. So this SIP 1 introduced the

04:03:17.309 --> 04:03:19.569
sandbox DAO, which was the concept of what it

04:03:19.569 --> 04:03:21.729
is we actually do every day, the DAOing part,

04:03:21.850 --> 04:03:24.489
the voting, all that. This SIP, Sandbox Improvement

04:03:24.489 --> 04:03:26.489
Proposal, introduces the sandbox decentralized

04:03:26.489 --> 04:03:29.110
autonomous organization and proposes the approval

04:03:29.110 --> 04:03:33.559
of its constitution, special counsel. which was

04:03:33.559 --> 04:03:36.000
the initial members advisory board, which is

04:03:36.000 --> 04:03:38.260
what the initial members communication channels,

04:03:38.440 --> 04:03:43.639
which is discourse code of conduct. I actually

04:03:43.639 --> 04:03:45.680
don't know about that one. And then administrative

04:03:45.680 --> 04:03:49.860
resources, but of conduct, get a code of conduct

04:03:49.860 --> 04:03:54.719
before. Oh, we do have a code of conduct. Oh,

04:03:54.780 --> 04:04:01.500
I didn't even know that. Whoops. Okay. So the

04:04:01.500 --> 04:04:04.600
special counsel has a code of conduct. Got it.

04:04:04.620 --> 04:04:06.500
Special counsel, code of conduct, and then a

04:04:06.500 --> 04:04:09.700
general code of conduct. Whoops, I overlooked

04:04:09.700 --> 04:04:15.399
that one. So those approved all these things

04:04:15.399 --> 04:04:21.040
at once. And again, 89 % approval rating. So

04:04:21.040 --> 04:04:24.020
it passed. And then here in the Constitution,

04:04:24.299 --> 04:04:26.440
it says, pursuant to the Constitution, holders

04:04:26.440 --> 04:04:31.209
of sand and land tokens may vote that. Okay.

04:04:31.590 --> 04:04:34.430
Why? Empowering a global community of creators

04:04:34.430 --> 04:04:37.469
and gamers. This is a SIP. Sandbox Improvement

04:04:37.469 --> 04:04:39.590
Proposal number one. Very first thing we voted

04:04:39.590 --> 04:04:42.010
on. Well, technically that's not true because

04:04:42.010 --> 04:04:43.829
it got resubmitted, but we'll just move past

04:04:43.829 --> 04:04:46.469
that. The sandboxes DAO envisions a decentralized,

04:04:46.610 --> 04:04:49.670
innovative, and inclusive virtual universe. How?

04:04:49.909 --> 04:04:52.350
The DAO will act as a decentralized community

04:04:52.350 --> 04:04:54.750
with the power to propose and vote on key matters

04:04:54.750 --> 04:04:57.760
related to its values. All right, so we're reviewing

04:04:57.760 --> 04:04:59.899
all of this just so we can set the stage for

04:04:59.899 --> 04:05:02.899
the Constitution. The bylaws, the bylaws, not

04:05:02.899 --> 04:05:06.719
the Constitution, the bylaws. Darn it, I did

04:05:06.719 --> 04:05:11.040
it again. And its values and the ecosystem associated

04:05:11.040 --> 04:05:13.860
with the Sandbox Metaverse. The DAO will be supported

04:05:13.860 --> 04:05:16.780
by the Sandbox Foundation, CSIP2. So we just

04:05:16.780 --> 04:05:19.399
went over all of that. That was everything we

04:05:19.399 --> 04:05:20.739
just spent the past four and a half hours on.

04:05:21.540 --> 04:05:24.120
Which... As a Cayman Foundation, we'll provide

04:05:24.120 --> 04:05:26.479
the legal structure, tools, and resources necessary

04:05:26.479 --> 04:05:29.760
to affect the DAO community's decisions. See

04:05:29.760 --> 04:05:33.500
how this is coming together? You've got DAO Foundation,

04:05:33.639 --> 04:05:37.559
which was stood up as a legal structure to wrap,

04:05:37.739 --> 04:05:41.700
protect the DAO itself. Okay, so that was SIP

04:05:41.700 --> 04:05:45.299
2. And SIP 1 is the DAO itself, all the little

04:05:45.299 --> 04:05:47.399
stuff that's going to happen in the middle, all

04:05:47.399 --> 04:05:51.510
the voting that we do. Okay, so when? Intends

04:05:51.510 --> 04:05:54.409
to exist in perpetuity, meaning forever. Who?

04:05:54.510 --> 04:05:57.030
The authors of the SIP are Arsaccio, which is

04:05:57.030 --> 04:06:00.569
the company founded by our current DAO administrator,

04:06:00.889 --> 04:06:05.569
Cyril. And SIP details, so we go into all sorts

04:06:05.569 --> 04:06:08.850
of stuff here. Set the rules, the roles of the...

04:06:08.850 --> 04:06:13.569
The DAO bylaws describes its visions, values,

04:06:13.889 --> 04:06:15.850
governance framework, and roles of the special

04:06:15.850 --> 04:06:19.010
counsel and advisory board. Let's cheat just

04:06:19.010 --> 04:06:22.680
a little bit. Okay, so they're not named in here.

04:06:22.760 --> 04:06:25.860
So we will continue on reading because two and

04:06:25.860 --> 04:06:28.459
two together will equal four here. So the description

04:06:28.459 --> 04:06:32.280
are the sandbox style bylaws. Then it talks about

04:06:32.280 --> 04:06:34.559
the election. In accordance with the bylaws,

04:06:34.799 --> 04:06:37.239
the style special counsel is hereby established.

04:06:37.860 --> 04:06:42.879
The initial members are approved and will terminate

04:06:42.879 --> 04:06:48.399
as of December 31st, 2025. So that is nine months

04:06:48.399 --> 04:06:52.639
from now. And the initial members are Yat Suu,

04:06:52.659 --> 04:06:55.079
chairman and Amoka Browns, Sebastian Bourget,

04:06:55.239 --> 04:06:58.739
the chief operating officer and co -founder of

04:06:58.739 --> 04:07:01.739
the Sandbox, Shannon Snow, chief operating officer

04:07:01.739 --> 04:07:05.159
of World of Women, Jean -Michel Payoun, the co

04:07:05.159 --> 04:07:10.399
-founder of Grow Capital, which is also, he also

04:07:10.399 --> 04:07:14.540
was CEO of Ledger for a while, Frederic Montagnon,

04:07:14.719 --> 04:07:19.360
which is the chairman of Ariany. Ariany. Then

04:07:19.360 --> 04:07:20.959
you have the election of the initial advisory

04:07:20.959 --> 04:07:22.559
board, which in accordance with the Constitution,

04:07:22.819 --> 04:07:25.260
it's hereby established to serve as cultural

04:07:25.260 --> 04:07:28.639
ambassadors and strategic advisors, whereas the

04:07:28.639 --> 04:07:33.899
special counsel was established to review and

04:07:33.899 --> 04:07:36.059
advise on SIPs in alignment with the DAO's vision

04:07:36.059 --> 04:07:39.219
and values and code of conduct. That's why you

04:07:39.219 --> 04:07:42.700
get the negative, neutral, or positive recommendation

04:07:42.700 --> 04:07:49.190
from the special counsel. Fun fact. SIP number,

04:07:49.409 --> 04:07:53.069
I want to make sure I get it right. Fun fact,

04:07:53.290 --> 04:07:59.709
SIP number 21 was my SIP. Okay, that was the

04:07:59.709 --> 04:08:03.290
one where you can get resolution options for

04:08:03.290 --> 04:08:05.750
like widescreen and other than the normal stuff.

04:08:05.870 --> 04:08:09.409
And also to resize your window options, which

04:08:09.409 --> 04:08:13.090
right now you can't. It started with a negative.

04:08:14.010 --> 04:08:16.690
Okay, started with a negative. By no means was

04:08:16.690 --> 04:08:18.809
I the first negative. I think I was maybe the

04:08:18.809 --> 04:08:22.430
fifth or sixth SIP to receive a negative recommendation

04:08:22.430 --> 04:08:28.350
from the council. But I am the first. SIP number

04:08:28.350 --> 04:08:32.770
21 is the first SIP to pass with a negative recommendation.

04:08:34.809 --> 04:08:42.209
There is an unofficial council recommendation

04:08:42.209 --> 04:08:46.530
negative club. it actually doesn't we don't really

04:08:46.530 --> 04:08:48.430
organize or talk to each other at all it's just

04:08:48.430 --> 04:08:52.129
there is you know there is a group of sips who

04:08:52.129 --> 04:08:55.450
have negative and we don't again we don't organize

04:08:55.450 --> 04:08:57.889
we don't talk to each other but it is it is quite

04:08:57.889 --> 04:09:01.530
funny that we are a group of sip authors who

04:09:01.530 --> 04:09:03.510
have received negative recommendation i am the

04:09:03.510 --> 04:09:07.090
only one so far that has gotten a yes and you

04:09:07.090 --> 04:09:10.989
can see it was resubmitted because it got a it

04:09:10.989 --> 04:09:16.270
it didn't reach quorum here 160, 136%. It didn't

04:09:16.270 --> 04:09:18.129
reach quorum as I think it was SIP number 14.

04:09:18.790 --> 04:09:21.350
But I resubmitted it because after we started

04:09:21.350 --> 04:09:23.069
getting the delegates, I was much more confident

04:09:23.069 --> 04:09:24.930
we could reach quorum with the yes vote. And

04:09:24.930 --> 04:09:29.010
we did. So that only happened earlier last month

04:09:29.010 --> 04:09:33.770
in February. Anyways, go back to SIP number one.

04:09:33.969 --> 04:09:36.450
So the election of the initial advisory board,

04:09:36.690 --> 04:09:39.030
their cultural advisors and strategic advisors.

04:09:39.879 --> 04:09:43.100
And they also will terminate as of December 31st,

04:09:43.100 --> 04:09:47.479
2025. They are Mia Bao, founder of Beat Crypto

04:09:47.479 --> 04:09:51.959
and Dow Base. And we interviewed her. SIP number.

04:09:52.180 --> 04:10:01.139
No, SIP. It was episode number 14. Sandow 14.

04:10:01.520 --> 04:10:05.479
We interviewed Mia Bao. Advisory board. Okay.

04:10:05.719 --> 04:10:12.100
Also. Anthony Chow, co -founder and CEO of Court

04:10:12.100 --> 04:10:17.100
Hero. Loretta Chen, Dr. Loretta Chen, co -founder

04:10:17.100 --> 04:10:23.139
and CEO of Smobler Studios. And she was episode

04:10:23.139 --> 04:10:26.379
10, Dr. Loretta Chen, advisory board member.

04:10:27.920 --> 04:10:33.739
Okay. Then there was also Zaf Chow, CCO of Artifact

04:10:33.739 --> 04:10:35.959
Labs, also used to be part of Anna Wilke Rams.

04:10:36.899 --> 04:10:40.000
Samuel Choi, general manager of Bliss Concepts

04:10:40.000 --> 04:10:47.379
Limited. I forget. Forgive me. They are Samuel

04:10:47.379 --> 04:10:49.379
Choi's general manager of a very, very popular.

04:10:49.420 --> 04:10:53.139
Oh, there it is. McDull. Very, very popular thing.

04:10:53.559 --> 04:10:58.299
I don't exactly know what it is, but like McDull.

04:10:59.959 --> 04:11:04.100
I've seen posters of it on pictures. In Hong

04:11:04.100 --> 04:11:05.780
Kong, I've never been to Hong Kong, but I've

04:11:05.780 --> 04:11:08.840
seen pictures of Hong Kong where McDull is here.

04:11:08.959 --> 04:11:12.059
It's like, I guess, a cartoon. But general manager

04:11:12.059 --> 04:11:16.040
of this, McDull in Hong Kong. So that seemed

04:11:16.040 --> 04:11:20.459
like kind of a big deal. And then there's also

04:11:20.459 --> 04:11:25.139
Ina Moja, CEO of Code Green. She is behind one

04:11:25.139 --> 04:11:28.200
of, she's a musician, a singer, a successful

04:11:28.200 --> 04:11:30.940
one then, and also has spoken quite a bit at

04:11:30.940 --> 04:11:35.110
the United Nations and sang. recently sang the

04:11:35.110 --> 04:11:40.069
national anthem at the at the olympics can't

04:11:40.069 --> 04:11:41.989
remember which national anthem it was apologies

04:11:41.989 --> 04:11:45.190
ina and also she's really big into the great

04:11:45.190 --> 04:11:50.750
green wall which is the great green wall in africa

04:11:50.750 --> 04:11:56.030
right it's a big initiative to increase the amount

04:11:56.030 --> 04:12:00.329
of arable land right what's arable again define

04:12:00.329 --> 04:12:04.010
that for me Used or suitable for growing crops.

04:12:04.389 --> 04:12:08.489
Right? So it's this big, like, horizontal stretch

04:12:08.489 --> 04:12:13.909
of land. Here. See it? That goes right across

04:12:13.909 --> 04:12:16.329
the top of Africa. So they're trying to make

04:12:16.329 --> 04:12:20.829
that more inhabitable. Or suitable. Suitable.

04:12:21.170 --> 04:12:28.510
Okay. Then you have Matthias Vivian, who is co

04:12:28.510 --> 04:12:31.420
-founder and CEO of Hermit Crab Studios. He is

04:12:31.420 --> 04:12:34.659
also a former professional footballer, so soccer,

04:12:34.799 --> 04:12:39.540
for those of you who are not up on football,

04:12:39.940 --> 04:12:46.239
right? And I tried very hard to interview everybody,

04:12:46.520 --> 04:12:50.239
right? So I've contacted all of them, both them

04:12:50.239 --> 04:12:52.620
and the special counsel. I've contacted them

04:12:52.620 --> 04:12:54.379
all multiple times to try and get interviews.

04:12:54.760 --> 04:12:57.899
The only ones I was able to secure was Sébastien

04:12:57.899 --> 04:13:06.530
Bourget, which was... Episode number eight. Dr.

04:13:06.629 --> 04:13:11.270
Loretta Chen, which is episode number 10. Mia

04:13:11.270 --> 04:13:17.170
Bao, which is episode 14. And we were, we spoke

04:13:17.170 --> 04:13:24.590
to, we spoke to one of the managers, one of the,

04:13:24.590 --> 04:13:32.430
yeah, one of the managers, episode 11. At Hermit

04:13:32.430 --> 04:13:41.909
Crab Studio, which is what Mateus Vivian is CEO

04:13:41.909 --> 04:13:44.870
of. And I really enjoyed that one. That was great.

04:13:45.670 --> 04:13:51.129
Loved it. So that right there. Hermit Crab Studio.

04:13:53.049 --> 04:13:56.569
Okay. So those are the people. And the reason

04:13:56.569 --> 04:13:57.969
why I'm listing them out here is because they're

04:13:57.969 --> 04:14:00.229
not listed in the Constitution. although they

04:14:00.229 --> 04:14:04.969
are described there. So they were, when this

04:14:04.969 --> 04:14:09.350
SIP was, what ended in July 13th, I'm sorry,

04:14:09.409 --> 04:14:14.370
June, June 13th, 2024, they were elected into

04:14:14.370 --> 04:14:17.270
office and they were to remain in office until

04:14:17.270 --> 04:14:21.149
December 31st, 2025. Okay, so communication channels,

04:14:21.270 --> 04:14:23.430
here it talks about exactly what we already knew,

04:14:23.610 --> 04:14:26.809
the website, right, the DAOs hub, so sandboxdao

04:14:26.809 --> 04:14:29.520
.com, discussion forum, which is discourse, The

04:14:29.520 --> 04:14:32.639
voting platform, which is snapshot. So this is

04:14:32.639 --> 04:14:36.379
called the tech stack. So it approved the tech

04:14:36.379 --> 04:14:38.920
stack. It also approved the code of conduct,

04:14:39.100 --> 04:14:41.719
which there's that general one here. And there's

04:14:41.719 --> 04:14:44.399
a special code of conduct for just this special

04:14:44.399 --> 04:14:49.500
counsel. Special code of conduct for special

04:14:49.500 --> 04:14:53.540
counsel. A lot of specials. Spelled throughout

04:14:53.540 --> 04:14:56.500
commit to serving with integrity, impartiality,

04:14:56.540 --> 04:14:59.280
adhere to highest ethical standard. Bye -bye

04:14:59.280 --> 04:15:01.819
the general COC. Disclose any conflict of interest.

04:15:02.100 --> 04:15:05.920
Maintain confidentiality. Strive for resolution

04:15:05.920 --> 04:15:08.760
with disputes. And maintain active, transparent

04:15:08.760 --> 04:15:11.000
communication. Cool. Administrative resources.

04:15:11.420 --> 04:15:13.440
Now, let's talk. Let's see if we have any of

04:15:13.440 --> 04:15:18.280
this in here. Resources. Okay. So, not really.

04:15:18.399 --> 04:15:20.000
So, we're going to keep on talking. Because this

04:15:20.000 --> 04:15:22.459
seems to be like an expansion of the bylaws almost.

04:15:23.000 --> 04:15:25.780
So, for administrative resources, they will engage.

04:15:26.239 --> 04:15:28.299
TSB Gaming Limited. So if you don't remember,

04:15:28.559 --> 04:15:33.700
when I say the Sandbox Game Company, as we explained

04:15:33.700 --> 04:15:41.440
in episode 34, right? Episode 34, Birth of the

04:15:41.440 --> 04:15:45.739
DAO. Okay? When we went through all of this,

04:15:45.799 --> 04:15:51.040
here, this whole thing, at the very end, when

04:15:51.040 --> 04:15:58.040
we got past ApeCoinDAO, Oh, way past that. Almost,

04:15:58.379 --> 04:16:02.459
almost. Here. Okay. We got past the ApeCoin DAO.

04:16:02.559 --> 04:16:04.940
We talked about how Animoca Brands was connected

04:16:04.940 --> 04:16:09.899
to some of this. And you think that the Sandbox

04:16:09.899 --> 04:16:14.020
Game Company is owned by Animoca Brands. It is,

04:16:14.020 --> 04:16:19.219
but not exactly. It is owned by... Animoca Brands

04:16:19.219 --> 04:16:21.760
owns Bacasable, which, I didn't know this, is

04:16:21.760 --> 04:16:25.270
French for sandbox. So... That's the matter right

04:16:25.270 --> 04:16:28.389
there. So Animoca Brands, which is based out

04:16:28.389 --> 04:16:30.030
of Hong Kong, Virgin Islands, can't really tell,

04:16:30.430 --> 04:16:33.969
owns Bagasable Global Limited, which is based

04:16:33.969 --> 04:16:38.329
out of Malta. Bagasable Global Limited owns TSB

04:16:38.329 --> 04:16:42.209
Gaming Limited, Sandbox Game Limited. And they

04:16:42.209 --> 04:16:44.950
used to be based out of Paris, but they are now

04:16:44.950 --> 04:16:47.909
based out of Malta. And again, just to show you

04:16:47.909 --> 04:16:51.649
all, this was all publicly available. You can

04:16:51.649 --> 04:16:54.840
go to this website now. Malta's business registry

04:16:54.840 --> 04:16:58.500
and see that it's owned, who it's owned by. And

04:16:58.500 --> 04:17:01.959
what you do is you go down to share capital.

04:17:02.600 --> 04:17:04.399
And if you go down to share capital, you'll see

04:17:04.399 --> 04:17:10.639
Bacasable Global Limited owns 452 ,000 shares,

04:17:10.899 --> 04:17:15.399
which I don't see any other shareholders. So

04:17:15.399 --> 04:17:20.139
I guess I interpreted that as owned by. Okay.

04:17:21.879 --> 04:17:27.870
So. Baca Sable Global Limited owns TSB Gaming

04:17:27.870 --> 04:17:31.350
Limited. That is the Sandbox Game Company. So

04:17:31.350 --> 04:17:36.530
that's what I mean when I say that. Okay. Where

04:17:36.530 --> 04:17:38.069
were we going with that? We were talking about

04:17:38.069 --> 04:17:41.389
here, TSB Gaming Limited, right? The Sandbox

04:17:41.389 --> 04:17:45.010
Foundation will engage TSB Limited. So the Sandbox

04:17:45.010 --> 04:17:48.829
DAO Foundation, one separate entity in the Gaming

04:17:48.829 --> 04:17:52.229
Islands, will engage the Sandbox Gaming Limited,

04:17:52.270 --> 04:17:56.430
a separate... separate entity in Malta to provide

04:17:56.430 --> 04:17:58.850
support services either directly through its

04:17:58.850 --> 04:18:01.510
affiliates to affect decisions of the Sandbox

04:18:01.510 --> 04:18:03.889
DAO. These services include but not limited to

04:18:03.889 --> 04:18:06.389
software development, finance, that's a big one.

04:18:06.489 --> 04:18:09.829
We've been getting about a $15 million sand endowment

04:18:09.829 --> 04:18:13.889
from the Sandbox Gaming Limited and it's to stand

04:18:13.889 --> 04:18:18.010
up. I used to cover that a lot in my Sandbox

04:18:18.010 --> 04:18:25.209
DAO checkbook and the... The checkbook and the...

04:18:25.209 --> 04:18:30.870
How can I forget that? Give me a second. Sandbox

04:18:30.870 --> 04:18:35.530
DAO. Checkbook. And the scoreboard. Right. Right,

04:18:35.549 --> 04:18:38.510
of course. And I used to cover that every single

04:18:38.510 --> 04:18:43.489
episode. But... I haven't been able to keep up

04:18:43.489 --> 04:18:47.530
with it as of late. And... Yeah, it looks like

04:18:47.530 --> 04:18:49.370
this. So I haven't been able to keep up with

04:18:49.370 --> 04:18:52.409
it a little bit. But here's a checkbook where

04:18:52.409 --> 04:18:57.540
you saw... SIP number three, that was the SIP

04:18:57.540 --> 04:19:04.420
where we received 15 .5 million sand. So that

04:19:04.420 --> 04:19:08.200
was SIP number three. And that was in June. And

04:19:08.200 --> 04:19:10.780
then we got, we had SIP 15 .5 million sand across

04:19:10.780 --> 04:19:12.979
these categories at the top, these nine categories.

04:19:13.680 --> 04:19:15.600
And we're about to get another one here very

04:19:15.600 --> 04:19:19.399
soon. It should be SIP number 23 or 24. So I

04:19:19.399 --> 04:19:22.909
haven't updated it since SIP 17. ever since Zendaya

04:19:22.909 --> 04:19:25.069
podcast, except it did not pass, so I just kind

04:19:25.069 --> 04:19:28.649
of let that one go. But anyways, and then the

04:19:28.649 --> 04:19:31.350
scoreboard kept track of what was approved, closed,

04:19:31.510 --> 04:19:35.329
submitted, withdrawn, not approved, all that.

04:19:36.909 --> 04:19:39.309
It was very useful for what I needed it for.

04:19:40.250 --> 04:19:44.129
Anyways, in addition, the Sandbox Foundation

04:19:44.129 --> 04:19:47.930
will engage Arsaccio to manage the DAO's governance

04:19:47.930 --> 04:19:55.049
process, as we learned with Hervé. He was a DAO

04:19:55.049 --> 04:20:00.090
delegate interview. Must have been the 40s, I

04:20:00.090 --> 04:20:05.110
think. Sandow 40 -something. All right, there

04:20:05.110 --> 04:20:10.069
we go. Hervé was episode 44. Hervé revealed that

04:20:10.069 --> 04:20:13.329
he also had a little bit to do with the founding

04:20:13.329 --> 04:20:17.030
of the Sandbox DAO. He did some early, early

04:20:17.030 --> 04:20:21.670
advice. Gave some early advice to... Seb and

04:20:21.670 --> 04:20:29.270
I think Arthur, the two co -founders of Sandbox.

04:20:29.649 --> 04:20:31.670
So that was cool. That was really cool to hear.

04:20:33.370 --> 04:20:36.870
All right, so rationale and benefit. These services

04:20:36.870 --> 04:20:38.770
are intended to assist the DAO during its initial

04:20:38.770 --> 04:20:41.110
rollout and may be reassessed in November 2024.

04:20:41.610 --> 04:20:43.590
That's gone to pass, so it's been reassessed

04:20:43.590 --> 04:20:47.629
and it's continued. Together, we are not just

04:20:47.629 --> 04:20:50.600
building a platform, but a legacy, okay? Risk

04:20:50.600 --> 04:20:54.260
analysis. We recognize the complexities expected

04:20:54.260 --> 04:20:57.219
to involve a time. And that has definitely happened.

04:20:57.299 --> 04:21:00.620
A lot of evolution over time. And the arrival

04:21:00.620 --> 04:21:05.020
of Kunta with all of the increased transparency

04:21:05.020 --> 04:21:07.920
that he has been able to achieve has definitely

04:21:07.920 --> 04:21:11.000
accelerated that evolution. And we're very grateful.

04:21:11.120 --> 04:21:15.540
I'm very grateful. I love it. Implementation

04:21:15.540 --> 04:21:18.600
plan. May through November. Phase one and two,

04:21:18.719 --> 04:21:22.920
which was. curate SIPs, all that stuff. And after

04:21:22.920 --> 04:21:28.420
November 24, 2024, which we're now in phase three,

04:21:28.540 --> 04:21:31.139
as the Dow evolves, it is expected the constitution,

04:21:31.500 --> 04:21:35.700
the bylaws again, bylaws, will change to reflect

04:21:35.700 --> 04:21:38.780
most effectively the voices of all the community,

04:21:38.940 --> 04:21:41.440
including by adjustments to reduce disparities

04:21:41.440 --> 04:21:43.639
in voting power. The role of the administrators

04:21:43.639 --> 04:21:45.899
will change and the community will have even

04:21:45.899 --> 04:21:48.440
more power to propose and vote on SIPs. So they

04:21:48.440 --> 04:21:51.360
don't define when that's going to happen, but

04:21:51.360 --> 04:21:55.079
they have talked frequently about that on spaces,

04:21:55.440 --> 04:21:57.940
on discourse, as things evolve. And the basically

04:21:57.940 --> 04:22:02.579
boils down to, they will give that power, even

04:22:02.579 --> 04:22:04.659
more power, when they believe the time is right

04:22:04.659 --> 04:22:08.459
and the community can handle it. Okay, so resources

04:22:08.459 --> 04:22:11.360
required, special member compensation, that's

04:22:11.360 --> 04:22:13.639
described in the bylaws. Compensation for admin

04:22:13.639 --> 04:22:16.639
team, I think it is, I'm not sure. And then legal

04:22:16.639 --> 04:22:20.600
review. And then monitor metrics. So different

04:22:20.600 --> 04:22:23.219
metrics of percentage of landholders to participate

04:22:23.219 --> 04:22:25.260
in at least one vote, percentage of daily active

04:22:25.260 --> 04:22:27.340
gamers and creators to participate in at least

04:22:27.340 --> 04:22:30.959
one vote, percentage of voters joined the Snapshot

04:22:30.959 --> 04:22:34.079
space, which had a big, huge increase in Alpha

04:22:34.079 --> 04:22:37.239
Season 4. A lot of new voters came to Snapshot.

04:22:37.440 --> 04:22:41.840
So that was good. And now here we are. The Constitution.

04:22:42.600 --> 04:22:44.280
Anything else we need to go over before we hit

04:22:44.280 --> 04:22:48.940
that? I think we hit it. Then we hit everything

04:22:48.940 --> 04:22:51.659
we needed to that was not in the bylaws, but

04:22:51.659 --> 04:22:55.079
it makes the bylaws more easy. In the same way

04:22:55.079 --> 04:22:58.940
that Sandow 56 was the reading of all the Cayman

04:22:58.940 --> 04:23:06.299
Islands laws, SIP 1 is helping us to read the

04:23:06.299 --> 04:23:11.319
Constitution next. All right, here we go. In

04:23:11.319 --> 04:23:15.909
the beginning. This constitution describes the

04:23:15.909 --> 04:23:17.889
governance framework for the sandbox DAO, which

04:23:17.889 --> 04:23:20.690
represents the global community engaged in the

04:23:20.690 --> 04:23:24.350
sandbox metaverse. Section one, visions and values.

04:23:24.809 --> 04:23:28.309
And SIP one mentions this. One community, many

04:23:28.309 --> 04:23:31.209
parts. We are a metaverse, a mixture of games,

04:23:31.290 --> 04:23:34.329
communities, and interactive experiences that

04:23:34.329 --> 04:23:37.690
bridges culture, art, fashion, music, and entertainment.

04:23:38.319 --> 04:23:40.979
All people and ideas are welcome here. We meld

04:23:40.979 --> 04:23:43.700
diverse cultures and people from around the world

04:23:43.700 --> 04:23:47.379
to build meaningful connections. The next vision,

04:23:47.540 --> 04:23:50.739
working with impact. We are one community actively

04:23:50.739 --> 04:23:53.319
working together to build a better world. Everything

04:23:53.319 --> 04:23:55.659
we do derives from purpose, from the experiences

04:23:55.659 --> 04:23:59.899
we build to the interactions we have. The next

04:23:59.899 --> 04:24:03.280
vision is empowerment. In our community, every

04:24:03.280 --> 04:24:05.860
voice matters. Your participation in our ecosystem.

04:24:06.510 --> 04:24:08.649
Your digital ownership allows you to shape the

04:24:08.649 --> 04:24:11.510
future of the sandbox. We use our authority for

04:24:11.510 --> 04:24:14.370
good, ensuring that we make decisions as a collective

04:24:14.370 --> 04:24:17.549
that empower everyone in your community to realize

04:24:17.549 --> 04:24:23.250
their potential. The next vision. Transparency.

04:24:23.729 --> 04:24:25.629
Transparency is a cornerstone of our operations.

04:24:25.729 --> 04:24:27.889
We believe in fostering an open and inclusive

04:24:27.889 --> 04:24:30.010
environment where decisions, information, and

04:24:30.010 --> 04:24:32.149
processes are shared openly with our community.

04:24:32.670 --> 04:24:34.649
Our economic policies are designed to be fair

04:24:34.649 --> 04:24:36.229
and transparent, and our decentralized approach

04:24:36.229 --> 04:24:39.329
ensures equitable governance. We actively involve

04:24:39.329 --> 04:24:40.850
our community in the decision -making process,

04:24:41.229 --> 04:24:43.409
empowering them to shape the direction of our

04:24:43.409 --> 04:24:46.290
platform. Through transparency, we strive to

04:24:46.290 --> 04:24:48.950
build trust and maintain an engaged and informed

04:24:48.950 --> 04:24:53.010
community every step of the way. So fun fact,

04:24:53.670 --> 04:24:58.709
the Sandbox, Sandow, so this podcast you were

04:24:58.709 --> 04:25:02.180
listening to on our 60th episode. Most of our

04:25:02.180 --> 04:25:05.420
episodes have been geared toward this transparency

04:25:05.420 --> 04:25:08.920
piece, trying to establish more transparency

04:25:08.920 --> 04:25:14.540
and obtain more clarity on what's happening.

04:25:14.680 --> 04:25:17.139
Because at the very beginning, it wasn't quite

04:25:17.139 --> 04:25:19.059
so clear and transparent what was happening.

04:25:19.500 --> 04:25:22.860
And Digging in the Sand podcast episodes one

04:25:22.860 --> 04:25:26.559
and two really helped communicate why that was.

04:25:26.780 --> 04:25:30.260
And I am okay with that. I get it. I understand

04:25:30.260 --> 04:25:34.600
why they unveiled things the way they did. And

04:25:34.600 --> 04:25:37.219
if you want to know more about that, I highly

04:25:37.219 --> 04:25:39.760
recommend it because it kind of summarizes the

04:25:39.760 --> 04:25:43.959
past eight or nine months that we've been a DAO.

04:25:44.520 --> 04:25:49.399
And it was a reaction to... Which one was it?

04:25:51.639 --> 04:25:57.079
I did a reaction to... Digging in the Sand. There

04:25:57.079 --> 04:26:00.879
it is. Episodes 50 and 52. So not that long ago.

04:26:01.319 --> 04:26:04.340
Only a few months ago. Transparency Has Come,

04:26:04.500 --> 04:26:07.659
A Reaction to Sandow Podcast, Episode 1. And

04:26:07.659 --> 04:26:11.620
I did Transparency Continues, Reaction to Sandow

04:26:11.620 --> 04:26:15.399
Podcast, Taking the Sand, Episode 2. And then

04:26:15.399 --> 04:26:19.799
Episode 53 was A Reaction to Sandow Podcast,

04:26:20.159 --> 04:26:25.739
Episodes 3 and 4. All right, so check out Sandow

04:26:25.739 --> 04:26:33.760
50. 52 and 53, and you'll get a summary of how

04:26:33.760 --> 04:26:40.000
things happened in the months leading up to Digging

04:26:40.000 --> 04:26:43.479
in the Sand podcast. And my reaction to everything

04:26:43.479 --> 04:26:46.360
that they talk about, which was awesome. I loved

04:26:46.360 --> 04:26:49.659
Digging in the Sand and how Kunta and Cyril talked

04:26:49.659 --> 04:26:53.799
through the transparency of everything. So there's

04:26:53.799 --> 04:26:56.319
a reason why it says transparency has come for

04:26:56.319 --> 04:26:59.020
episode 50. in November and the DAO launched

04:26:59.020 --> 04:27:02.020
in May. There's a very good reason why I named

04:27:02.020 --> 04:27:04.559
it that. And it wasn't to say that anyone did

04:27:04.559 --> 04:27:08.799
anything bad. I understand why, but until November,

04:27:09.040 --> 04:27:12.340
I didn't understand. A lot of us didn't understand.

04:27:12.700 --> 04:27:14.579
And that's just kind of how the way things went

04:27:14.579 --> 04:27:18.639
when it came to the particulars of what the DAO

04:27:18.639 --> 04:27:20.639
admin team was focusing on, their priorities,

04:27:20.840 --> 04:27:22.500
and trying to get the biggest bang for their

04:27:22.500 --> 04:27:27.860
buck in creating a healthy DAO. Water under the

04:27:27.860 --> 04:27:31.500
bridge. No harm, no foul now. And let's get back

04:27:31.500 --> 04:27:35.600
to our Constitution. Check out 50, 52, and 53.

04:27:36.399 --> 04:27:44.020
I highly recommend it. Okay. Back again. Okay.

04:27:44.100 --> 04:27:51.559
So we are on the bylaws. Section 2 of the bylaws.

04:27:51.760 --> 04:27:55.280
The Sandbox Improvement Proposals. SIPs. Okay.

04:27:55.440 --> 04:27:58.569
What is a SIP? Actually, let's go over the headers

04:27:58.569 --> 04:28:01.889
first. So the headers of section two is, they're

04:28:01.889 --> 04:28:03.629
not numbered, so I'm just going to go through

04:28:03.629 --> 04:28:06.450
it as best I can. What is a SIP? Submitting a

04:28:06.450 --> 04:28:10.750
SIP. Conflicting SIPs. All right, and that's

04:28:10.750 --> 04:28:13.909
it. All right, so the first section, a first

04:28:13.909 --> 04:28:16.690
subsection of section two. What is a SIP? A sandbox

04:28:16.690 --> 04:28:19.110
improvement proposal or SIP is a proposal aiming

04:28:19.110 --> 04:28:21.409
at engaging the community in a mixture of games,

04:28:21.590 --> 04:28:24.030
interactive experiences that bridges culture,

04:28:24.209 --> 04:28:26.409
art, fashion, music, and entertainment. but also

04:28:26.409 --> 04:28:29.250
challenges slash improves on the mechanics of

04:28:29.250 --> 04:28:32.129
the DAO itself. This may include financial SIPs

04:28:32.129 --> 04:28:34.690
involving a proposed allocation of digital assets

04:28:34.690 --> 04:28:37.909
from the Sandbox Foundation's treasury. Okay,

04:28:37.930 --> 04:28:40.629
so that was SIP number three. We got 15 .5 million

04:28:40.629 --> 04:28:43.729
sand, and it'll be at the end of this month where

04:28:43.729 --> 04:28:47.709
we get another batch. Next also may include ecosystem

04:28:47.709 --> 04:28:50.170
non -financial SIPs that recommend changes or

04:28:50.170 --> 04:28:52.250
enhancements to the Sandbox Metaverse platform.

04:28:52.549 --> 04:28:56.870
So I showed you earlier SIP number... 22, my

04:28:56.870 --> 04:29:02.770
SIP, the resolution options and window resizing.

04:29:04.649 --> 04:29:08.870
That one is an example of this ecosystem non

04:29:08.870 --> 04:29:10.950
-financial SIP. It was a recommended feature

04:29:10.950 --> 04:29:13.770
change. All right, and then the third thing that

04:29:13.770 --> 04:29:16.110
may include is a governance SIP that proposed

04:29:16.110 --> 04:29:19.750
changes to the Sandbox DAOs or the Sandbox Foundation's

04:29:19.750 --> 04:29:22.870
governing documents and processes. Ever since...

04:29:24.010 --> 04:29:28.389
We had a big shift in the way the DAO was approached

04:29:28.389 --> 04:29:35.870
in October. That was episode number... When was

04:29:35.870 --> 04:29:44.010
that? So episode number... 33. Episode number

04:29:44.010 --> 04:29:47.010
33, reaction to the DAO Medium article. That

04:29:47.010 --> 04:29:49.329
was the precursor to the big change that happened

04:29:49.329 --> 04:29:52.409
in later October. Okay, so then episode 35...

04:29:52.879 --> 04:29:54.700
It's the new SIP process. That's when the change

04:29:54.700 --> 04:29:57.440
occurred. A lot of changes happened there. A

04:29:57.440 --> 04:29:59.940
lot of changes happened in October. And one of

04:29:59.940 --> 04:30:02.440
the things that happened was all of the governance

04:30:02.440 --> 04:30:06.139
SIPs, things that they consider to be governance

04:30:06.139 --> 04:30:07.840
SIPs, I think they had a different word for it.

04:30:09.379 --> 04:30:13.100
What is it? Let's take a look. So as you go,

04:30:13.239 --> 04:30:19.760
scroll down. So scroll down. Progressive decentralization.

04:30:20.000 --> 04:30:22.450
Here we go. Here we go. DAO -centric SIPs. That's

04:30:22.450 --> 04:30:24.729
what they called it. So if it was a DAO -centric

04:30:24.729 --> 04:30:27.889
SIP, which is basically what is described here

04:30:27.889 --> 04:30:32.270
as a governance SIP in the bylaws, then it was

04:30:32.270 --> 04:30:36.450
no longer allowed to be a SIP. You had to do

04:30:36.450 --> 04:30:39.690
it through a features request on the DAO's forum

04:30:39.690 --> 04:30:47.909
through discourse. So that has been the case

04:30:47.909 --> 04:30:52.670
since October. They've been doing that. So there

04:30:52.670 --> 04:30:55.049
you go. Governance SIPs that propose changes

04:30:55.049 --> 04:30:57.549
to the Sandbox DAOs or Sandbox Foundation's governing

04:30:57.549 --> 04:31:03.809
documents and processes. Okay. And then submitting

04:31:03.809 --> 04:31:06.649
a SIP. SIP must be aligned with the Sandbox DAO's

04:31:06.649 --> 04:31:09.370
vision and values as set forth in this Constitution,

04:31:09.690 --> 04:31:12.870
adhere to the Code of Conduct posted on the Sandbox

04:31:12.870 --> 04:31:15.829
DAO's website, and follow the SIP template available

04:31:15.829 --> 04:31:19.159
on the Sandbox DAO's official website. SIP submissions

04:31:19.159 --> 04:31:23.719
and approvals will adhere to the following workflow.

04:31:24.139 --> 04:31:27.559
Step one, initial submission. Step two, project

04:31:27.559 --> 04:31:30.020
management review. Step three, moderator review.

04:31:30.200 --> 04:31:33.319
Step four, community review. Step five, special

04:31:33.319 --> 04:31:36.399
counsel review. Step six, voting. Step seven,

04:31:36.479 --> 04:31:40.340
implementation. That changed in November. Okay,

04:31:40.360 --> 04:31:45.040
so as a reminder, that was, I mentioned, that

04:31:45.040 --> 04:31:52.040
was here. episode number 33, Sandow 33, and Sandow

04:31:52.040 --> 04:32:00.780
35. And let me show you what that was. And so

04:32:00.780 --> 04:32:03.680
here's a little primer, a little reminder of

04:32:03.680 --> 04:32:06.860
what it was. In episode 35, we went over the

04:32:06.860 --> 04:32:09.040
SIP process, which was the old one that they

04:32:09.040 --> 04:32:12.280
originally started off with May. It was a five

04:32:12.280 --> 04:32:16.739
-step process, even though this is seven. Here

04:32:16.739 --> 04:32:19.559
it says seven. When you count it out, it's really

04:32:19.559 --> 04:32:25.420
five steps. And five steps, but then the new

04:32:25.420 --> 04:32:29.639
process in October increased that to eight. And

04:32:29.639 --> 04:32:31.940
so it looked, the flow chart used to look like

04:32:31.940 --> 04:32:35.379
that. And I submitted maybe eight steps at this

04:32:35.379 --> 04:32:37.639
point. So I've seen this, I've done this a lot.

04:32:38.059 --> 04:32:40.540
So it's really, this is a process what was in

04:32:40.540 --> 04:32:43.420
May. And then this is the new process in October

04:32:43.420 --> 04:32:47.299
where... It got a little bit lengthier and there's

04:32:47.299 --> 04:32:50.299
a little bit more review stuff going on. So that

04:32:50.299 --> 04:32:56.500
was episode 35. All right. So step one was initial

04:32:56.500 --> 04:32:58.340
submission. Submit SIP to the administrators

04:32:58.340 --> 04:33:01.479
engaged by the Sandbox Foundation for the instructions

04:33:01.479 --> 04:33:04.139
on the Sandbox Dials website. I have a feeling

04:33:04.139 --> 04:33:07.459
all these steps were amended and the bylaws were

04:33:07.459 --> 04:33:11.520
amended after October. This is May, so maybe

04:33:11.520 --> 04:33:14.029
we should ask for the October version. or whatever

04:33:14.029 --> 04:33:16.889
the latest version is. All right, that was step

04:33:16.889 --> 04:33:20.090
one. Step two, project management review. Simuc

04:33:20.090 --> 04:33:23.470
style project management team to engage with

04:33:23.470 --> 04:33:25.729
the author to review and help curate the proposal.

04:33:26.169 --> 04:33:28.689
Step three, moderator review. The administrators

04:33:28.689 --> 04:33:30.790
review the SIP for its compliance with the requirements

04:33:30.790 --> 04:33:33.349
above. If accepted at the administrator's discretion,

04:33:33.709 --> 04:33:36.270
the SIP will be posted to discourse. Step four,

04:33:36.349 --> 04:33:38.509
community review. Community will have 14 days

04:33:38.509 --> 04:33:41.270
to review and discuss the SIP on discourse. Step

04:33:41.270 --> 04:33:43.569
five, special counsel review. Concurrently with

04:33:43.569 --> 04:33:45.669
the community review, the special counsel will

04:33:45.669 --> 04:33:49.729
review the SIP and publish its recommendation

04:33:49.729 --> 04:33:54.470
in accordance with the process set forth in Section

04:33:54.470 --> 04:33:58.330
4 below. Step 6. Upon close of the community

04:33:58.330 --> 04:34:00.709
review period, the administrators will publish

04:34:00.709 --> 04:34:02.689
the SIP to Snapshot for voting pursuant to Section

04:34:02.689 --> 04:34:06.229
3 below. Section 7. Implementation. If approved,

04:34:06.549 --> 04:34:08.729
the SIP will be referred to the Sandbox Foundation

04:34:08.729 --> 04:34:12.459
and the administrators for implementation. All

04:34:12.459 --> 04:34:15.240
right, as I mentioned, that process has changed,

04:34:15.340 --> 04:34:19.439
changed in October. So now SIP1, you submit your

04:34:19.439 --> 04:34:23.919
SIP to the ideas forum, subforum. And then whenever

04:34:23.919 --> 04:34:27.540
the DAO admin team believes that that is ready

04:34:27.540 --> 04:34:30.500
or it's received enough support, they will invite

04:34:30.500 --> 04:34:38.720
you to submit your SIP via a form. Then the DAO

04:34:38.720 --> 04:34:41.020
admin team reviews that. You go through a bit

04:34:41.020 --> 04:34:44.830
of, of curation there. This special counsel recommends

04:34:44.830 --> 04:34:48.209
it or reviews it and recommends. Then it goes

04:34:48.209 --> 04:34:52.009
through a review and refine process. And then

04:34:52.009 --> 04:34:54.909
it goes to SIP public discussion in the SIP ideas.

04:34:55.409 --> 04:34:59.250
I'm sorry, in the active SIP. And then it goes

04:34:59.250 --> 04:35:03.849
to the snapshot for 14 days. And then it gets

04:35:03.849 --> 04:35:05.810
implemented. So that's the new. And if any time

04:35:05.810 --> 04:35:07.529
it gets rejected, you have to wait three months

04:35:07.529 --> 04:35:14.490
for a resubmittal. That's the new process. So

04:35:14.490 --> 04:35:17.689
conflicting SIPs. If a SIP directly conflicts

04:35:17.689 --> 04:35:19.869
with another SIP that is currently up for a vote,

04:35:20.029 --> 04:35:23.330
the SIP posted a second time will not be put

04:35:23.330 --> 04:35:26.130
up for a vote until a decision is made on the

04:35:26.130 --> 04:35:29.250
earlier SIP to avoid approval of opposing requirements.

04:35:30.209 --> 04:35:33.049
So I'm just reading straight from the bylaws.

04:35:34.610 --> 04:35:37.110
To avoid wasting community resources, a SIP that

04:35:37.110 --> 04:35:39.569
directly conflicts... conflicts with a previously

04:35:39.569 --> 04:35:42.069
approved SIP cannot go to vote until three months

04:35:42.069 --> 04:35:45.130
after the previously approved SIP has been implemented.

04:35:45.950 --> 04:35:49.470
Okay? Now we move on from Section 2 to Section

04:35:49.470 --> 04:35:52.630
3. Section 3 is voting. Criteria for membership.

04:35:53.090 --> 04:35:55.430
It's only needed to have sand and or land in

04:35:55.430 --> 04:35:57.569
your wallet. And Kunta says this all the time.

04:35:57.689 --> 04:36:01.729
If you have sand, if you have land, you are already

04:36:01.729 --> 04:36:06.150
a DAO member. Holders of sand and land tokens

04:36:06.150 --> 04:36:08.630
may cast votes based on their holdings of sand

04:36:08.630 --> 04:36:11.889
or land as follows. One sand equals one vote.

04:36:12.669 --> 04:36:18.689
One land equals 4 ,500 votes. I have a little

04:36:18.689 --> 04:36:25.369
helpful thing. I'm going to show this. I haven't

04:36:25.369 --> 04:36:27.270
shown this in quite a while. You know, it's still

04:36:27.270 --> 04:36:34.450
active. So this right here. One sand equals one

04:36:34.450 --> 04:36:38.409
voting power. One land equals 4 ,500. And this

04:36:38.409 --> 04:36:41.450
was an early, early version of what I am doing

04:36:41.450 --> 04:36:46.270
now, but here we go. And so some extended knowledge

04:36:46.270 --> 04:36:52.770
there is that, so 30 million, there's 30 million

04:36:52.770 --> 04:36:57.250
total supply. So 30 million times one is a maximum

04:36:57.250 --> 04:37:01.049
of 30 million voting power. Oh, that doesn't

04:37:01.049 --> 04:37:04.299
sound right. Hold on, just give me a second.

04:37:04.639 --> 04:37:09.599
Look up CoinGecko. What, 30 million? I'm going

04:37:09.599 --> 04:37:14.040
to take a look at CoinGecko for a second. Market

04:37:14.040 --> 04:37:19.060
cap is that... Blah, blah, blah, blah. 3 billion

04:37:19.060 --> 04:37:22.580
is the total supply. That sounded... I thought

04:37:22.580 --> 04:37:27.020
that sounded really, really low. So here. Total

04:37:27.020 --> 04:37:31.159
supply is 3 billion. So let's update this slide

04:37:31.159 --> 04:37:36.939
even though I barely show it. So three billion

04:37:36.939 --> 04:37:43.119
is... Maybe I did it because of what the total

04:37:43.119 --> 04:37:47.580
circulating supply was. No, two billion. Okay.

04:37:47.720 --> 04:37:51.500
I'm not sure where I got 30 million from. Okay,

04:37:51.560 --> 04:37:57.220
let's go back. So one sand equals one voting

04:37:57.220 --> 04:38:02.680
power. There is three billion max supply. Should

04:38:02.680 --> 04:38:09.439
have done that. Yep. 3 billion max supply. So

04:38:09.439 --> 04:38:12.860
that's 3 billion voting power up for grabs. I

04:38:12.860 --> 04:38:15.099
think the sandbox has quite a lot. I think it's

04:38:15.099 --> 04:38:18.080
27 million. Probably way more than that. One

04:38:18.080 --> 04:38:21.299
land equals 4 ,500 voting power. There's a max

04:38:21.299 --> 04:38:27.380
of 166 ,464 ,000 lands. And at 4 ,500 voting

04:38:27.380 --> 04:38:31.380
power, that's 749 million voting power. Okay.

04:38:31.819 --> 04:38:37.340
So my bad, that calculation is wrong. So 3 billion

04:38:37.340 --> 04:38:46.580
plus 749 million equals 3 .749 billion voting

04:38:46.580 --> 04:38:55.639
power. Yeah. Good correction on that one. All

04:38:55.639 --> 04:38:58.180
right. So the voting process. Each SIP requires

04:38:58.180 --> 04:39:01.200
30 million quorum. Oh, that's probably why I

04:39:01.200 --> 04:39:03.599
did that. Okay. So each SIP requires 30 million

04:39:03.599 --> 04:39:07.779
quorum, which is 1 % of the 3 billion sand max

04:39:07.779 --> 04:39:10.900
supply. So that's how we get 30 million. Okay.

04:39:11.000 --> 04:39:14.520
Each SIP requires greater than 50 % majority

04:39:14.520 --> 04:39:17.880
yes vote to pass. Okay. Let's take a look real

04:39:17.880 --> 04:39:21.159
fast at our current SIP. Current SIP we have

04:39:21.159 --> 04:39:26.500
voting on is Women in Tech Global Summit. And

04:39:26.500 --> 04:39:34.560
I interviewed Ayumi just this past week. So episode

04:39:34.560 --> 04:39:39.340
58, a week or two ago, interviewed Ayumi for

04:39:39.340 --> 04:39:42.020
Women in Tech. Take a look at that. That is currently

04:39:42.020 --> 04:39:46.599
one of the, that is currently what we are voting

04:39:46.599 --> 04:39:51.659
on now. And let's take a look at what it is.

04:39:51.860 --> 04:40:00.509
So yes, 18 .58%. And no, 17 .26%. And so if it

04:40:00.509 --> 04:40:04.909
says majority yes, then it will pass. Just because

04:40:04.909 --> 04:40:06.810
it says majority abstain doesn't mean it's going

04:40:06.810 --> 04:40:10.610
to decline. So maybe I do need to update. Let's

04:40:10.610 --> 04:40:14.389
update this slide again. Make it very accurate.

04:40:15.709 --> 04:40:22.729
Okay, so we've got each tip requires a majority

04:40:22.729 --> 04:40:29.959
yes vote to pass that. There. That makes sense.

04:40:32.040 --> 04:40:36.979
So in this case, if it concludes in three days

04:40:36.979 --> 04:40:42.340
and the yes vote still has 18%, even though the

04:40:42.340 --> 04:40:47.060
sandbox wallet accidentally voted and voted by

04:40:47.060 --> 04:40:48.740
mistake with the wrong wallet, so they changed

04:40:48.740 --> 04:40:52.680
it to abstain, even though that's happened, it

04:40:52.680 --> 04:40:54.360
will still carry the day. The yes vote will.

04:40:57.219 --> 04:41:03.439
Okay, let's go back to Constitution. All right,

04:41:03.479 --> 04:41:06.340
and voting. Voting will take place via Snapshot

04:41:06.340 --> 04:41:10.799
and or Sandbox .website. So that's this here,

04:41:10.900 --> 04:41:16.340
Snapshot, or the Sandbox .website, which is up

04:41:16.340 --> 04:41:21.139
here, VotingSips. And I did a full review on

04:41:21.139 --> 04:41:26.439
the website. I think it was... When we reviewed

04:41:26.439 --> 04:41:31.959
the new... When we reviewed the new... I'm pretty

04:41:31.959 --> 04:41:34.500
sure it was when we did the new SIP process.

04:41:35.060 --> 04:41:37.360
I think that's when I did the review of the website

04:41:37.360 --> 04:41:42.580
there. Okay. All right, we're continuing with

04:41:42.580 --> 04:41:45.799
our reading of the bylaws. But it will take place

04:41:45.799 --> 04:41:48.939
via Snapshot and or the Sandbox .website. New

04:41:48.939 --> 04:41:52.060
SIP that requires... Required guidelines will

04:41:52.060 --> 04:41:53.939
be launched in batches every other Wednesday

04:41:53.939 --> 04:41:58.159
at 9 p .m. CET, which is Paris time, and will

04:41:58.159 --> 04:42:02.099
be closing 14 days later at 9 p .m. CET. Holders

04:42:02.099 --> 04:42:04.139
of Sand and Orlan will have 14 days from the

04:42:04.139 --> 04:42:06.000
close of the community review period set forth

04:42:06.000 --> 04:42:08.799
in Section 2 to cast their vote. The voting opens

04:42:08.799 --> 04:42:11.240
immediately upon launch. The voting options for

04:42:11.240 --> 04:42:13.580
a live SIP are determined at SIP creation. To

04:42:13.580 --> 04:42:15.500
prevent Sibyl attacks... I don't remember what

04:42:15.500 --> 04:42:18.830
that is. What is a Sibyl attack? Sybil attack

04:42:18.830 --> 04:42:21.009
is a cyber security attack where an attacker

04:42:21.009 --> 04:42:23.689
creates multiple fake identities to gain control

04:42:23.689 --> 04:42:25.790
of the network. The attacker uses these fake

04:42:25.790 --> 04:42:29.189
identities, or Sybils, to undermine the network's

04:42:29.189 --> 04:42:30.909
authority and gain access to sensitive information.

04:42:32.810 --> 04:42:43.150
Okay. Picture of that. Oh. Gotcha. Right on.

04:42:43.720 --> 04:42:46.419
We require, so to prevent Sibyl attacks, we require

04:42:46.419 --> 04:42:48.939
a minimum of five sand or one land to be able

04:42:48.939 --> 04:42:52.000
to vote. Quorum, except as provided below, a

04:42:52.000 --> 04:42:54.360
SIP may be approved by a majority vote in favor

04:42:54.360 --> 04:42:57.520
with a minimum of 1 % of outstanding sand token

04:42:57.520 --> 04:43:01.119
supply participating. So that's the 30 million.

04:43:01.419 --> 04:43:07.119
So 1 billion times 1%, that's 30 million. Any

04:43:07.119 --> 04:43:10.020
SIP proposing to amend the sandbox style constitution

04:43:10.020 --> 04:43:12.959
may be approved. only by a two -thirds majority

04:43:12.959 --> 04:43:17.220
vote in favor of the minimum of 5 % of the outstanding

04:43:17.220 --> 04:43:23.119
SAND token participating. Ooh. Okay, I forgot

04:43:23.119 --> 04:43:26.419
about that one. So let's modify our little slide.

04:43:26.680 --> 04:43:38.040
Each constitutional SIP requires 5%. So 5 % billion.

04:43:42.489 --> 04:43:49.189
Sand. Max supply. Is. 300 million. No it's not.

04:43:49.669 --> 04:43:54.150
Hold on. I did not math that properly. 150 million.

04:43:54.729 --> 04:43:58.110
Wow. That's a lot. We have never reached that.

04:43:59.450 --> 04:44:02.830
There. Let's make it like that. That way it's

04:44:02.830 --> 04:44:10.779
still. That works. Okay. Any SIP proposing to

04:44:10.779 --> 04:44:14.319
amend, maybe, okay, good. Section four, special

04:44:14.319 --> 04:44:17.540
counsel. Purpose. Special counsel exists to review

04:44:17.540 --> 04:44:20.139
and advise on SIPs in alignment with the sandbox

04:44:20.139 --> 04:44:23.700
DAOs vision and values and code of conduct. Role

04:44:23.700 --> 04:44:25.779
and responsibilities. Role of the special counsel

04:44:25.779 --> 04:44:27.959
is to review and make recommendation on each

04:44:27.959 --> 04:44:31.520
SIP as follows. Option one, veto. Option two,

04:44:31.680 --> 04:44:34.540
favorable recommendation. Option three, negative

04:44:34.540 --> 04:44:37.200
recommendation. Option four, mutual recommendation.

04:44:38.000 --> 04:44:40.139
So option one, veto. The special counsel may

04:44:40.139 --> 04:44:42.220
veto a SIP only for one of the following reasons.

04:44:42.520 --> 04:44:44.860
The SIP does not comply with the DAO's vision

04:44:44.860 --> 04:44:47.500
and values, violates the code of conduct, and

04:44:47.500 --> 04:44:49.279
or involves an action in violation of applicable

04:44:49.279 --> 04:44:52.860
laws. The SIP is redundant with another existing

04:44:52.860 --> 04:44:55.279
SIP and has been implemented or is proposed and

04:44:55.279 --> 04:44:58.799
is pending a vote of the DAO. Or the SIP is a

04:44:58.799 --> 04:45:01.360
conflicting SIP as described in section two.

04:45:01.840 --> 04:45:06.659
And section two was the sandbox approval proposals.

04:45:09.039 --> 04:45:14.680
Okay. Option two, favorable recommendation. The

04:45:14.680 --> 04:45:16.799
special counsel determines that the SIP is in

04:45:16.799 --> 04:45:18.759
the interest of the DAO community and recommends

04:45:18.759 --> 04:45:21.799
a vote in favor. Option three, negative recommendation.

04:45:22.340 --> 04:45:24.840
Special counsel determines the SIP is not in

04:45:24.840 --> 04:45:26.900
the interest of the DAO community and recommends

04:45:26.900 --> 04:45:29.919
a vote against the SIP. Option four, neutral

04:45:29.919 --> 04:45:32.459
recommendation. The special counsel makes no

04:45:32.459 --> 04:45:34.659
determination in favor of or against the SIP

04:45:34.659 --> 04:45:38.330
and issues a neutral recommendation. Voting and

04:45:38.330 --> 04:45:40.790
accountability. A minimum of three members is

04:45:40.790 --> 04:45:42.650
required to vote on any special council recommendation.

04:45:44.169 --> 04:45:47.229
Is that why one of them recently came through

04:45:47.229 --> 04:45:50.529
without a recommendation at all? That might be

04:45:50.529 --> 04:45:54.430
why. I noticed that for the first time. It's

04:45:54.430 --> 04:45:58.549
not applicable. All right, next. The special

04:45:58.549 --> 04:46:01.009
council recommendation shall be based on the

04:46:01.009 --> 04:46:03.369
majority vote of special members participating

04:46:03.369 --> 04:46:07.689
in such a vote. Next. Each special counsel recommendation

04:46:07.689 --> 04:46:12.209
will be unsigned. Next, special counsel may veto

04:46:12.209 --> 04:46:14.490
a SIP only if at least three members vote in

04:46:14.490 --> 04:46:17.189
favor of such veto. Any veto must be accompanied

04:46:17.189 --> 04:46:19.110
by a public statement of the special counsel

04:46:19.110 --> 04:46:22.630
explaining the rationale behind the veto. Membership.

04:46:22.750 --> 04:46:25.369
Special counsel shall be composed of five members.

04:46:25.889 --> 04:46:28.590
Candidates may be proposed by SIP to elected

04:46:28.590 --> 04:46:31.529
pursuant to the procedure set forth in Section

04:46:31.529 --> 04:46:36.220
3. Each proposed candidate must One, own SIP

04:46:36.220 --> 04:46:39.040
and or LAN. Two, submit public position paper

04:46:39.040 --> 04:46:41.759
outlining their qualifications and goals for

04:46:41.759 --> 04:46:44.479
the sandbox DAO. And three, pass a background

04:46:44.479 --> 04:46:47.099
check or similar compliance review to confirm

04:46:47.099 --> 04:46:49.560
compliance with Cayman Islands and other applicable

04:46:49.560 --> 04:46:54.180
laws. In the event of a vacancy, the administrators

04:46:54.180 --> 04:46:58.139
will, as soon as practicable, call for a SIP

04:46:58.139 --> 04:47:00.319
to replace the removed or departed special council

04:47:00.319 --> 04:47:04.310
member. Until a replacement is elected. The seat

04:47:04.310 --> 04:47:06.470
vacated by the removed or departed member shall

04:47:06.470 --> 04:47:12.869
remain empty. What's up, Yuma? Hey, in the chat.

04:47:13.130 --> 04:47:16.369
Thanks for stopping by. I'm still going five

04:47:16.369 --> 04:47:18.569
and a half hours later. We're almost done, though.

04:47:19.029 --> 04:47:22.790
Almost there. All right, next up. The next section

04:47:22.790 --> 04:47:27.590
is compensation. Here we go. If I have a question,

04:47:27.669 --> 04:47:32.479
it might be here. Let's get back to our... Bylaws

04:47:32.479 --> 04:47:36.819
questions. Compensation. Special council members

04:47:36.819 --> 04:47:40.639
may be compensated for their services. The compensation

04:47:40.639 --> 04:47:43.439
for the initial special council members will

04:47:43.439 --> 04:47:49.939
be $110 ,000 per year and per member. The compensation

04:47:49.939 --> 04:47:52.700
for special council members may be changed by

04:47:52.700 --> 04:47:56.639
a SIP approved pursuant to Section 3. Section

04:47:56.639 --> 04:48:06.139
3. Oh, the voting process? Okay. Got it. Do we

04:48:06.139 --> 04:48:09.659
have any questions about this? I feel like we

04:48:09.659 --> 04:48:13.299
should have a question here. Does... Alright,

04:48:13.340 --> 04:48:20.819
this is... Page 6. So far, no questions except

04:48:20.819 --> 04:48:28.799
maybe here. Page 6, section... 4? So what's the

04:48:28.799 --> 04:48:31.909
question? $100 ,000 stand per year and per member.

04:48:33.750 --> 04:48:37.770
I don't know if we have a question, but I want

04:48:37.770 --> 04:48:41.490
to reference the fact that this is there. Sometimes

04:48:41.490 --> 04:48:43.770
people forget, and sometimes I forget where it

04:48:43.770 --> 04:48:48.610
is. All right, term and removal. Except for the

04:48:48.610 --> 04:48:50.369
initial members of the special council whose

04:48:50.369 --> 04:48:52.310
term shall commence upon approval of the first

04:48:52.310 --> 04:48:55.729
SIP, the sandbox DAO, and will end December 31st,

04:48:55.729 --> 04:48:58.770
2025, each member of the special council shall

04:48:58.770 --> 04:49:03.110
serve... A term of one year, unless early removed

04:49:03.110 --> 04:49:06.409
as provided for below. Members may be reelected

04:49:06.409 --> 04:49:08.529
but may not serve more than three consecutive

04:49:08.529 --> 04:49:15.669
terms. I wonder why that is. Why three consecutive

04:49:15.669 --> 04:49:20.709
terms? Is it kind of like we don't want people

04:49:20.709 --> 04:49:23.909
to get too comfy or if they find a way to gain

04:49:23.909 --> 04:49:25.389
the system that they're going to continue to

04:49:25.389 --> 04:49:29.029
be on a special council for life? Maybe. Okay.

04:49:29.389 --> 04:49:31.909
Next bullet point, a special council member may

04:49:31.909 --> 04:49:33.950
be removed and replaced before the end of the

04:49:33.950 --> 04:49:37.009
member's term pursuant to an approved SIP. Next

04:49:37.009 --> 04:49:40.409
point, a special council member may also be removed

04:49:40.409 --> 04:49:43.349
if they are determined by a vote of the other

04:49:43.349 --> 04:49:45.369
four special council members to have breached

04:49:45.369 --> 04:49:48.090
the code of conduct listed in any economic sanctions

04:49:48.090 --> 04:49:52.029
list or are designated as a politically exposed

04:49:52.029 --> 04:49:55.750
person subject to censure or sanctions by a securities

04:49:55.750 --> 04:49:58.750
exchange or regulator or similar government entity.

04:49:59.680 --> 04:50:02.560
Convicted of a felony or equivalent crime or

04:50:02.560 --> 04:50:06.020
a crime of moral turpitude. Turpitude just means

04:50:06.020 --> 04:50:12.720
something bad. Moral turpitude is a legal term

04:50:12.720 --> 04:50:15.200
that refers to behavior that is immoral, deviant,

04:50:15.220 --> 04:50:17.720
or wicked. It can also refer to behavior that

04:50:17.720 --> 04:50:20.200
is unethical, unjust, or violates social standards.

04:50:21.139 --> 04:50:24.639
Examples are fraud, theft, inflicting bodily

04:50:24.639 --> 04:50:29.860
harm, reckless or malicious offenses. lewd intent,

04:50:30.139 --> 04:50:33.700
stolen things, robbery, trespasses, voluntary

04:50:33.700 --> 04:50:40.840
manslaughter. Or mentally incapacitated as determined

04:50:40.840 --> 04:50:45.700
by two licensed medical doctors. All right. I

04:50:45.700 --> 04:50:49.599
went over this in depth because this was carried

04:50:49.599 --> 04:50:54.099
over into the new SIP process, and I had a lot

04:50:54.099 --> 04:50:57.860
to say about it. I still think it's there. let's

04:50:57.860 --> 04:51:01.900
take a look is it still there so we go to under

04:51:01.900 --> 04:51:08.040
submission guidelines scroll down scroll down

04:51:08.040 --> 04:51:10.240
scroll scroll scroll here's a checklist here's

04:51:10.240 --> 04:51:14.740
part of it some of this is in there but it's

04:51:14.740 --> 04:51:18.779
mostly this the ineligible sips all right so

04:51:18.779 --> 04:51:21.479
virtual asset services this is why i didn't think

04:51:21.479 --> 04:51:24.419
it applied to us because it wasn't allowed as

04:51:24.419 --> 04:51:27.849
a sip But then you've got project teams that

04:51:27.849 --> 04:51:30.009
are based in different countries, do not comply

04:51:30.009 --> 04:51:32.810
with local laws, exploitation or harm of people.

04:51:33.169 --> 04:51:35.229
I don't think the moral turpitude one is in here.

04:51:36.970 --> 04:51:43.110
But there was one about, what was it? Sanctions,

04:51:43.270 --> 04:51:47.790
right? Economic sanctions. That was the project

04:51:47.790 --> 04:51:49.529
teams here. These are the sanctioned ones, I

04:51:49.529 --> 04:51:54.650
suppose. So a lot of this, I had quite a bit

04:51:54.650 --> 04:51:59.689
to say. on sandal podcast the new sip process

04:51:59.689 --> 04:52:03.110
one that i've already mentioned a few times all

04:52:03.110 --> 04:52:08.529
right section five advisory board purpose sandbox

04:52:08.529 --> 04:52:11.909
dial advisory board is composed of cultural ambassadors

04:52:11.909 --> 04:52:14.630
and strategic advisors who leverage their expertise

04:52:14.630 --> 04:52:16.930
and networks to guide the dial toward achieving

04:52:16.930 --> 04:52:20.770
its vision of a decentralized vibrant metaverse

04:52:20.770 --> 04:52:24.240
members are influencers in their field and our

04:52:24.240 --> 04:52:27.279
focus on shaping the cultural technological landscape

04:52:27.279 --> 04:52:30.080
of the sandbox, fostering a community that values

04:52:30.080 --> 04:52:33.599
creativity, innovation, and inclusivity, roles

04:52:33.599 --> 04:52:36.159
and responsibilities. Advisory board members

04:52:36.159 --> 04:52:38.860
will serve as cultural ambassadors and strategic

04:52:38.860 --> 04:52:41.580
advisors to the sandbox DAO community, leveraging

04:52:41.580 --> 04:52:44.419
their expertise and networks to guide the DAO

04:52:44.419 --> 04:52:46.759
toward achieving its vision of a decentralized,

04:52:47.200 --> 04:52:50.580
vibrant metaverse. Members will focus on shaping

04:52:50.580 --> 04:52:53.119
the cultural. technological landscape of the

04:52:53.119 --> 04:52:56.040
sandbox, fostering a community that values creativity,

04:52:56.299 --> 04:52:59.119
innovation, and exclusivity. End. Inclusivity.

04:52:59.319 --> 04:53:05.020
Please. Inclusivity. Membership. Candidates may

04:53:05.020 --> 04:53:07.080
be proposed by SIP and elected pursuant to the

04:53:07.080 --> 04:53:11.619
procedures set forth in Section 3. Next. Candidates

04:53:11.619 --> 04:53:14.159
should be leaders or influencers in their area

04:53:14.159 --> 04:53:16.900
of expertise, with a track record of achievement

04:53:16.900 --> 04:53:19.540
in a field aligned with the sandbox vision and

04:53:19.540 --> 04:53:23.520
values. and a demonstrated interest in and understanding

04:53:23.520 --> 04:53:28.959
of Web3 technology. Compensation. Advisory board

04:53:28.959 --> 04:53:34.220
members are not compensated. Advisory board members

04:53:34.220 --> 04:53:38.919
are not paid. Special counsel members are. Let's

04:53:38.919 --> 04:53:45.979
reference that. This was section 5. Page... What?

04:53:46.060 --> 04:53:54.689
7. Almost there. Section 5. Okay. Term and removal.

04:53:54.869 --> 04:53:57.369
Except for the initial members of the advisory

04:53:57.369 --> 04:53:59.409
board whose term shall commence upon approval

04:53:59.409 --> 04:54:02.069
of the first step, the sandbox doubt, and will

04:54:02.069 --> 04:54:05.470
end December 31st, 2025. Each member shall serve

04:54:05.470 --> 04:54:08.490
a term of one year unless earlier removed as

04:54:08.490 --> 04:54:12.270
provided for below. Members may be reelected

04:54:12.270 --> 04:54:14.729
upon the expiration of their term. Advisory board

04:54:14.729 --> 04:54:17.029
members may be removed if they are determined

04:54:17.029 --> 04:54:18.830
by a majority of the special council members

04:54:18.830 --> 04:54:21.500
to have breached the code of conduct. Interesting.

04:54:23.119 --> 04:54:28.580
Listed in any economic sanctions listed or are

04:54:28.580 --> 04:54:30.819
designated as a politically exposed person. What

04:54:30.819 --> 04:54:36.180
is that? It's like a legal term? In financial

04:54:36.180 --> 04:54:39.479
regulation, a politically exposed person, otherwise

04:54:39.479 --> 04:54:44.040
known as a PEP, is one who has been entrusted

04:54:44.040 --> 04:54:48.259
with a prominent public function. PEP generally

04:54:48.259 --> 04:54:50.939
presents a higher risk for potential involvement

04:54:50.939 --> 04:54:53.939
in bribery and corruption by virtue of their

04:54:53.939 --> 04:54:57.299
position and the influence they may hold. So

04:54:57.299 --> 04:54:59.419
what financial regulation are we talking about

04:54:59.419 --> 04:55:03.040
here? While there is no global definition of

04:55:03.040 --> 04:55:05.060
a PEP, I think that's exactly what I was looking

04:55:05.060 --> 04:55:07.740
for. Let's keep going though. Looks like there's

04:55:07.740 --> 04:55:10.560
more to that. Many countries base their definitions

04:55:10.560 --> 04:55:14.139
on those from the Financial Action Task Force

04:55:14.139 --> 04:55:20.830
on Money Laundering. F -A -T -F from 2013. The

04:55:20.830 --> 04:55:26.490
FATF is an international body founded in 1989

04:55:26.490 --> 04:55:30.930
on the initiative of the G7 and is hosted by

04:55:30.930 --> 04:55:33.869
OECD. Wait a minute, I think I've seen this before.

04:55:35.409 --> 04:55:38.389
OECD is the Office of Community Economic Development.

04:55:40.470 --> 04:55:43.330
Headquartered in Paris, France, the Chateau de

04:55:43.330 --> 04:55:49.069
la Muette. That was terrible French. It's an

04:55:49.069 --> 04:55:54.950
international organization. Hmm. Okay, so I don't

04:55:54.950 --> 04:55:58.349
see if they're NATO or UN related or EU. This

04:55:58.349 --> 04:56:02.009
looks like they're their own thing. Okay. Subject

04:56:02.009 --> 04:56:03.990
to censor or sanction by a securities exchange

04:56:03.990 --> 04:56:06.930
or regulator or similar government tool authority.

04:56:07.590 --> 04:56:10.009
Convicted of a felony or equivalent crime or

04:56:10.009 --> 04:56:12.770
a crime of moral turpitude or mentally incapacitated

04:56:12.770 --> 04:56:15.029
as determined by two licensed medical doctors.

04:56:16.430 --> 04:56:21.909
That's the end? That's it? She said the end.

04:56:23.610 --> 04:56:28.069
That, ladies and gentlemen and folks in the SanFam,

04:56:28.209 --> 04:56:34.549
is the end of our bylaws. All right. I didn't

04:56:34.549 --> 04:56:38.430
really have any questions there except just the

04:56:38.430 --> 04:56:43.430
one. Probably should have a second one, which

04:56:43.430 --> 04:56:58.700
is why? Can the AB be removed by SC? That was

04:56:58.700 --> 04:57:04.819
a weird one for me. See? So here are buzzwords.

04:57:06.340 --> 04:57:08.959
So advisory board members are not compensated.

04:57:10.139 --> 04:57:15.500
And they're separately elected. So why? Why is

04:57:15.500 --> 04:57:22.340
that true? All right. So just those two. Cool.

04:57:22.880 --> 04:57:28.340
Very cool. We are done with the bylaws. There's

04:57:28.340 --> 04:57:31.900
only really one thing left. The remaining QAs,

04:57:31.959 --> 04:57:35.880
we did that already. So there's only one thing

04:57:35.880 --> 04:57:38.740
left, and that is to go over the entity search,

04:57:38.959 --> 04:57:40.599
the stamp document search, and the regulated

04:57:40.599 --> 04:57:42.740
entities. This is going to be easy. Very, very

04:57:42.740 --> 04:57:46.779
simple. Hey, Roxy. Oh, my gosh. We're almost

04:57:46.779 --> 04:57:50.740
six hours into this thing. It's been a long,

04:57:50.799 --> 04:57:57.299
long road. We read through the bylaws. We read

04:57:57.299 --> 04:57:59.500
through the articles of association. We read

04:57:59.500 --> 04:58:03.159
through the memo of association. We did a nice

04:58:03.159 --> 04:58:07.520
little recap. We're almost done. We just finished

04:58:07.520 --> 04:58:10.319
the bylaws, and we're now headed to entity search.

04:58:10.560 --> 04:58:12.479
There's one last final thing I wanted to show

04:58:12.479 --> 04:58:15.450
you all before we... pretty much conclude today's

04:58:15.450 --> 04:58:18.909
episode. And that's the entity search. Remember

04:58:18.909 --> 04:58:22.970
how I said in the beginning how if you look at

04:58:22.970 --> 04:58:27.029
the top right of the articles and the memos,

04:58:27.069 --> 04:58:30.209
you can see here this little stamp. It might

04:58:30.209 --> 04:58:32.569
be hard to read, but exempted foundation company

04:58:32.569 --> 04:58:39.909
registered and filed as November 404930. Oops,

04:58:39.909 --> 04:58:42.130
hold on. Exempted foundation company registered

04:58:42.130 --> 04:58:48.650
and filed as number. 404930 on 20 november 23

04:58:48.650 --> 04:58:53.250
2023 signed by the assistant registrar it looks

04:58:53.250 --> 04:58:59.630
a little bit like this it's a little bit like

04:58:59.630 --> 04:59:02.810
this right here okay so this is what i just read

04:59:02.810 --> 04:59:07.270
to you that number 404930 on 20 november 2023

04:59:07.270 --> 04:59:13.380
and then and the bottom was was this number here,

04:59:13.479 --> 04:59:21.959
the authorization code, that F73130605971. If

04:59:21.959 --> 04:59:24.000
you go to these websites, you can search these

04:59:24.000 --> 04:59:26.740
documents. These documents are publicly listed

04:59:26.740 --> 04:59:28.979
and available. All right, so I did that for you,

04:59:29.020 --> 04:59:32.240
and I want to show you what it's like. All the

04:59:32.240 --> 04:59:34.020
stuff that I've been doing, all this research,

04:59:34.259 --> 04:59:43.369
all it is is... All it is... It's just me Google

04:59:43.369 --> 04:59:46.130
searching stuff, looking stuff up, reading stuff.

04:59:46.689 --> 04:59:50.709
That's all this has been. Anyone can do it. You

04:59:50.709 --> 04:59:55.110
can do it. I wanted to do it for myself because

04:59:55.110 --> 04:59:59.049
I wanted to understand what it was the DAO was.

04:59:59.310 --> 05:00:01.750
I wanted to understand how we DAO. I wanted to

05:00:01.750 --> 05:00:10.060
DAO better, and I wanted to learn. I set out

05:00:10.060 --> 05:00:12.380
to figure out what the DAO was about, and it

05:00:12.380 --> 05:00:20.619
led me on this huge, long road of researching.

05:00:21.360 --> 05:00:26.819
I mean, this is it in a nutshell. Started with

05:00:26.819 --> 05:00:31.880
episode 34 when I started investigating the TSB

05:00:31.880 --> 05:00:35.700
DAO beginnings. Then I looked into, that led

05:00:35.700 --> 05:00:38.849
me to reading the Cayman Islands Law. That read

05:00:38.849 --> 05:00:41.349
me to reviewing the existing case law because

05:00:41.349 --> 05:00:44.430
people kept talking about Lido DAO and BZX DAO

05:00:44.430 --> 05:00:47.970
and Okie DAO, all these things that were affecting

05:00:47.970 --> 05:00:53.090
and giving people pauses and concerns, all these

05:00:53.090 --> 05:00:55.250
things. And I want to know more about that. So

05:00:55.250 --> 05:00:59.069
we talked to a lawyer. Then we want to know more

05:00:59.069 --> 05:01:01.909
about Cayman Island Foundation companies from

05:01:01.909 --> 05:01:04.389
the Cayman Island lawyers. So we were able to

05:01:04.389 --> 05:01:07.729
find two from Walkers Global. graciously gave

05:01:07.729 --> 05:01:12.909
their time to share. Now, we're here in part

05:01:12.909 --> 05:01:19.169
four, which is a read -through of all the documents

05:01:19.169 --> 05:01:21.330
that are important to us and how we run things.

05:01:22.150 --> 05:01:26.849
So, the final thing is the entity search. If

05:01:26.849 --> 05:01:30.290
you go to the general registry, Cayman Islands,

05:01:30.549 --> 05:01:37.209
and you go to online tools, Then you go company

05:01:37.209 --> 05:01:39.869
search. Here's the website. You can look for

05:01:39.869 --> 05:01:43.169
it yourself. Here are the terms that I searched.

05:01:43.950 --> 05:01:46.409
You'll see this on the left, this entity search

05:01:46.409 --> 05:01:49.750
thing, and you can type in people's names. You

05:01:49.750 --> 05:01:54.069
type in anything you want. And I was just searching

05:01:54.069 --> 05:01:59.169
to find the people that I was trying to locate

05:01:59.169 --> 05:02:02.150
on this, this relationship map that I did in

05:02:02.150 --> 05:02:05.770
episode 34. I was trying to find them. And as

05:02:05.770 --> 05:02:09.250
I was researching them, I came across this entity

05:02:09.250 --> 05:02:16.909
search. And here, you just input the name of

05:02:16.909 --> 05:02:19.209
the stuff you know to search for. And for me,

05:02:19.369 --> 05:02:22.790
I knew to search for Sandbox Foundation. I knew

05:02:22.790 --> 05:02:25.169
to search for Maples Group. All these things

05:02:25.169 --> 05:02:27.189
that were in the SIPS and the founding documents,

05:02:27.369 --> 05:02:29.590
the constitution that we just read through. Okay.

05:02:29.709 --> 05:02:33.869
But even more than that, we knew. what the document

05:02:33.869 --> 05:02:35.610
numbers were okay so let's step through this

05:02:35.610 --> 05:02:38.930
first of all you search who you want to find

05:02:38.930 --> 05:02:42.470
all right so if you do that if you search sandbox

05:02:42.470 --> 05:02:44.590
foundation all right this is what you'll find

05:02:44.590 --> 05:02:49.229
hit search after type it in and you see sandbox

05:02:49.229 --> 05:02:51.069
foundation under the entity name you'll see company

05:02:51.069 --> 05:02:53.549
details director details and detailed search

05:02:53.549 --> 05:02:58.450
in order to see the actual contents of those

05:02:58.450 --> 05:03:06.200
documents you have to pay a 60 $61 fee for that

05:03:06.200 --> 05:03:09.259
documentation to be furnished to you. I chose

05:03:09.259 --> 05:03:11.040
not to do that because I wanted to keep it all

05:03:11.040 --> 05:03:14.500
public and just not make that a little complicated

05:03:14.500 --> 05:03:18.819
for myself. And one day I might, but that's publicly

05:03:18.819 --> 05:03:20.720
available for anyone in accordance with Cayman

05:03:20.720 --> 05:03:23.000
Island law. That's one of the reasons why you're

05:03:23.000 --> 05:03:26.799
paying for the secretary so that she can continually

05:03:26.799 --> 05:03:28.979
do this sort of stuff and make it available and

05:03:28.979 --> 05:03:33.319
keep it up to date. You can do that. You can

05:03:33.319 --> 05:03:35.860
find the company just by searching the name.

05:03:35.979 --> 05:03:37.979
And if you search all the other entities like

05:03:37.979 --> 05:03:42.840
Maples Group, ICS, IPA, you'll also find hits

05:03:42.840 --> 05:03:46.380
for them. Information you can find out. Because

05:03:46.380 --> 05:03:48.939
they have to be registered for the law that we

05:03:48.939 --> 05:03:54.560
read in episode 56. But that's not all. If you

05:03:54.560 --> 05:03:59.669
go to SEMA. SEMA, not SEMA. If you go to... the

05:03:59.669 --> 05:04:04.130
registry .gov .ky verify which is right here

05:04:04.130 --> 05:04:06.930
at the bottom of that authorization code it tells

05:04:06.930 --> 05:04:09.189
you what website to go to so i went to that website

05:04:09.189 --> 05:04:13.270
and when i went to that website i looked at the

05:04:13.270 --> 05:04:16.590
file number now the file number here and i looked

05:04:16.590 --> 05:04:21.290
at that off code and i clicked their verification

05:04:21.290 --> 05:04:24.110
their handy dandy little search button thing

05:04:24.110 --> 05:04:30.500
okay You type in the authorization code. You

05:04:30.500 --> 05:04:33.119
type in the entry file number, both of which

05:04:33.119 --> 05:04:41.840
we have. And then it will give you this. So it

05:04:41.840 --> 05:04:47.259
was here. And then you take those two things.

05:04:47.259 --> 05:04:50.900
You enter those two things in here. You go from

05:04:50.900 --> 05:04:54.060
that to that. And then it will tell you, hey,

05:04:54.080 --> 05:04:57.250
look. This document was really stamped. It's

05:04:57.250 --> 05:05:00.189
true. It's real. And here's the date it was stamped

05:05:00.189 --> 05:05:04.630
on. And then you get to read this part. So this

05:05:04.630 --> 05:05:06.909
is what it says. This stamped document was issued

05:05:06.909 --> 05:05:09.590
by the Cayman Islands General Registry for the

05:05:09.590 --> 05:05:13.470
Sandbox Foundation on date 21 November 2023.

05:05:13.930 --> 05:05:16.830
Type of stamped document is the article of association.

05:05:18.250 --> 05:05:23.540
Boom. How about that? So this just confirms.

05:05:23.720 --> 05:05:25.840
It's kind of like that age -old trust but verify.

05:05:26.360 --> 05:05:29.060
This is the verification part of the trust, that

05:05:29.060 --> 05:05:31.419
that document is real. All right, and then there's

05:05:31.419 --> 05:05:36.779
one more step. So in SEMA, the Cayman Islands

05:05:36.779 --> 05:05:38.919
Monetary Authority, that's where you can see

05:05:38.919 --> 05:05:42.919
people and entities who are registered, registered

05:05:42.919 --> 05:05:45.659
directors, registered secretaries, all the people

05:05:45.659 --> 05:05:49.880
that you need to make sure that you're abiding

05:05:49.880 --> 05:05:52.599
by Cayman Islands law. So what I did is I started

05:05:52.599 --> 05:05:55.000
searching people's names and I started searching

05:05:55.000 --> 05:05:59.080
entity names that we knew of. So all this looks

05:05:59.080 --> 05:06:01.700
like is you go to the Cayman Islands Monetary

05:06:01.700 --> 05:06:06.080
Authority, go to search entities, type in their

05:06:06.080 --> 05:06:08.639
names, and then you'll see tons of stuff pop

05:06:08.639 --> 05:06:13.520
up. So for me, I typed in Maples. So Maples Group.

05:06:13.580 --> 05:06:15.619
They were one of the people who were asked to

05:06:15.619 --> 05:06:18.880
help put all this together. And there they are,

05:06:18.939 --> 05:06:22.139
right there. Here's their reference numbers.

05:06:22.259 --> 05:06:24.619
Now, Maples just so happens to have a bunch of

05:06:24.619 --> 05:06:27.200
different registered entities with SEMA. So they

05:06:27.200 --> 05:06:29.200
got a bunch of hits. Could be any one of them.

05:06:29.479 --> 05:06:32.220
Not really sure which one. Maybe Maples Secretaries

05:06:32.220 --> 05:06:37.459
came in limited. But it's a trust type. So I

05:06:37.459 --> 05:06:38.959
don't really know exactly what I'm looking at

05:06:38.959 --> 05:06:42.900
here. But Maples Corporate Services Limited,

05:06:43.020 --> 05:06:46.279
that looked like a big hit. And then Maples Secretaries,

05:06:46.279 --> 05:06:51.400
that also looked like a hit. So then you can

05:06:51.400 --> 05:06:54.580
also look at, you remember ICSL, the one that

05:06:54.580 --> 05:07:00.599
is the principal agent is Mr. Alberga, our legal,

05:07:00.720 --> 05:07:03.060
the one who owns the legal advisor free thing.

05:07:03.319 --> 05:07:07.659
So if you type in ICS and I didn't know whether

05:07:07.659 --> 05:07:11.139
to put L limited or type out limited. So I just

05:07:11.139 --> 05:07:13.599
put ICS and international corporation services

05:07:13.599 --> 05:07:17.500
got to hit right away. There it is. They're a

05:07:17.500 --> 05:07:20.029
company manager. And they've been a company manager

05:07:20.029 --> 05:07:24.869
since December of 1985. All right, then. So it

05:07:24.869 --> 05:07:26.669
looks like these people have been around for

05:07:26.669 --> 05:07:29.689
quite some time. Okay? So if you search these

05:07:29.689 --> 05:07:32.630
things, you will get the same results I do. And

05:07:32.630 --> 05:07:35.650
just to kind of nudge, hint, hint, nudge, nudge,

05:07:35.750 --> 05:07:38.130
if you really want to, if you are part of the

05:07:38.130 --> 05:07:43.770
ApeCoin DAO, then you can do the same thing.

05:07:44.189 --> 05:07:47.189
Ape Foundation. And there's your hit. There's

05:07:47.189 --> 05:07:49.299
your hit right there. And if you really, really

05:07:49.299 --> 05:07:52.500
want to, you could also search some of the other

05:07:52.500 --> 05:07:56.840
people that were recently, or not recently, but

05:07:56.840 --> 05:08:00.319
that were also as part of an AIP approved to

05:08:00.319 --> 05:08:02.959
do business. So web slingers, you can find them.

05:08:02.979 --> 05:08:05.759
You can find BridgeStream. You can find a lot

05:08:05.759 --> 05:08:10.720
of people. And so if you search the same website

05:08:10.720 --> 05:08:13.279
we just showed you, here's their entity name,

05:08:13.360 --> 05:08:17.569
and you can pay the $68 for their details. for

05:08:17.569 --> 05:08:20.529
Ape Foundation. And then for SEMA, you can see

05:08:20.529 --> 05:08:25.069
BridgeStream, which is part of the company that

05:08:25.069 --> 05:08:32.869
partnered with WebSlingers. Here's BridgeStream's

05:08:32.869 --> 05:08:39.270
registration. And this is the concluding thing

05:08:39.270 --> 05:08:45.869
for episode 34. When we went over this in detail,

05:08:46.900 --> 05:08:51.900
And if you recall, at the end of episode 34,

05:08:52.319 --> 05:08:56.259
I did that nice little disclosure that I was

05:08:56.259 --> 05:08:59.000
an ape holder. And then we talked about the ApeCoinDAO

05:08:59.000 --> 05:09:04.720
who runs it because earlier, earlier, we found

05:09:04.720 --> 05:09:09.740
a connection to AIP1 with the Cartan group. All

05:09:09.740 --> 05:09:11.419
right, so what I did was I investigated that

05:09:11.419 --> 05:09:14.180
connection just a little bit and made my disclosure

05:09:14.180 --> 05:09:19.240
that I am an ape holder. And that when we were

05:09:19.240 --> 05:09:21.080
trying to look at who was actually running the

05:09:21.080 --> 05:09:26.020
ApeCoin DAO, we found out that through AIP196,

05:09:26.259 --> 05:09:32.639
when Cartan Group was not renewed, and WebSlingers

05:09:32.639 --> 05:09:35.680
and CrestBridge, which later became BridgeStream

05:09:35.680 --> 05:09:42.939
Group, did take their spot. AIP196. So WebSlingers

05:09:42.939 --> 05:09:47.259
and BridgeStream now. are the ones who are the

05:09:47.259 --> 05:09:49.459
company manager, company management services.

05:09:50.200 --> 05:09:57.040
So that is a conclusion of... This is the conclusion

05:09:57.040 --> 05:10:00.939
of that. So if you want to find who is running

05:10:00.939 --> 05:10:03.340
your DAO, and they are a Cayman Islands entity,

05:10:03.580 --> 05:10:07.180
you want to first get your hands on the document,

05:10:07.220 --> 05:10:10.700
if you can, the articles and the memos. But if

05:10:10.700 --> 05:10:13.770
not, you can still search the entity. on the

05:10:13.770 --> 05:10:17.529
online tools and company search in myegov .ky.

05:10:19.389 --> 05:10:24.409
You can also search registry .gov .ky to verify

05:10:24.409 --> 05:10:28.470
a document name and number if you have it. Like

05:10:28.470 --> 05:10:33.750
that. And you can search SEMA, which is the registered

05:10:33.750 --> 05:10:38.669
authority for giving out licenses and qualified

05:10:38.669 --> 05:10:42.590
persons. You just search the name of stuff. You

05:10:42.590 --> 05:10:46.189
can find them. Find the reference number. You

05:10:46.189 --> 05:10:48.610
can probably put that reference number in here,

05:10:48.770 --> 05:10:52.930
a search. Find it there as well. This is how

05:10:52.930 --> 05:10:56.830
you can not only trust but verify, but also be

05:10:56.830 --> 05:11:00.250
involved. If you want to be more involved in

05:11:00.250 --> 05:11:02.349
the governance of stuff, this is how you do it.

05:11:03.869 --> 05:11:06.330
All right. Last remaining thing was the remaining

05:11:06.330 --> 05:11:09.590
questions. All right. So the remaining questions

05:11:09.590 --> 05:11:12.729
tab here. i was going to put everything in here

05:11:12.729 --> 05:11:15.770
but at this point let's just go remaining questions

05:11:15.770 --> 05:11:18.189
from sandal 34 i had a bunch of questions about

05:11:18.189 --> 05:11:21.509
who had control of what all these wallets cyril

05:11:21.509 --> 05:11:23.990
did end up answering quite a number of them in

05:11:23.990 --> 05:11:28.209
the discourse so i'll just briefly put them here

05:11:28.209 --> 05:11:32.169
and you can again i'll start from the beginning

05:11:32.169 --> 05:11:34.549
again so here are the questions i had and you

05:11:34.549 --> 05:11:41.900
can go to on the forums here it is i did a a

05:11:41.900 --> 05:11:45.259
discord or discourse post this is what's called

05:11:45.259 --> 05:11:47.659
you can search it dao admin team q a request

05:11:47.659 --> 05:11:51.139
on upcoming review of the sandbox south foundation

05:11:51.139 --> 05:11:53.720
constitution articles and memos this is back

05:11:53.720 --> 05:11:57.900
in october 124 uh i told them this was coming

05:11:57.900 --> 05:12:02.080
and i asked a bunch of questions i asked a bunch

05:12:02.080 --> 05:12:05.119
of questions i gave them all the questions to

05:12:05.119 --> 05:12:08.799
answer and all that stuff and they ended up answering

05:12:08.799 --> 05:12:14.240
quite a bit Okay, so this is that. So these questions

05:12:14.240 --> 05:12:19.520
here, I'll pause for a few seconds so you can

05:12:19.520 --> 05:12:24.180
pause the video. Here's the next batch of questions.

05:12:26.020 --> 05:12:28.439
Here's the next batch of questions. I'll zoom

05:12:28.439 --> 05:12:34.360
in on the top. And I'll go to the bottom. Then

05:12:34.360 --> 05:12:36.380
here is the last batch of questions that were

05:12:36.380 --> 05:12:42.119
answered. zoom in a little bit more and i'll

05:12:42.119 --> 05:12:45.500
scroll down to the bottom there you have it those

05:12:45.500 --> 05:12:47.099
are the answer questions but let's go to the

05:12:47.099 --> 05:12:51.500
remaining questions which we compiled as we went

05:12:51.500 --> 05:12:55.099
along so for our questions the remaining questions

05:12:55.099 --> 05:12:57.419
of the articles of association and i will try

05:12:57.419 --> 05:13:00.700
to ask everyone i can the the lawyers that we

05:13:00.700 --> 05:13:05.400
had on for for sandow 59 i'll also post those

05:13:05.400 --> 05:13:08.700
questions on the discourse i'll try and get Either

05:13:08.700 --> 05:13:12.919
the director, Michael Robinson, or Cyril Ahn,

05:13:12.979 --> 05:13:19.720
or some sort of follow -up. We'll see. But let's

05:13:19.720 --> 05:13:24.200
go with, that is, wait, what? Oh, excuse me.

05:13:24.299 --> 05:13:26.459
Memo of association was the first batch of questions

05:13:26.459 --> 05:13:30.040
we had. And let's see. Is a memo equivalent to

05:13:30.040 --> 05:13:32.720
articles of incorporation or organization in

05:13:32.720 --> 05:13:34.439
the U .S.? I think the answer to that is yes.

05:13:35.139 --> 05:13:39.020
For two. Question two is, does the VASP apply

05:13:39.020 --> 05:13:42.319
to TSBDAO Foundation, to the virtual asset service

05:13:42.319 --> 05:13:44.840
provider? And that's because there's a reference

05:13:44.840 --> 05:13:48.540
of digital asset words, but also, right, reference

05:13:48.540 --> 05:13:58.180
TSBDAO website prohibited SIPs. Forgot about

05:13:58.180 --> 05:14:01.639
that one. We still have that up? We sure do.

05:14:02.220 --> 05:14:07.840
Let's take a snapshot of that. screenshot and

05:14:07.840 --> 05:14:13.939
put it on our what we got going on here it is

05:14:13.939 --> 05:14:21.520
this one taking straight from the website okay

05:14:21.520 --> 05:14:28.220
and okay so that's it that virtual asset service

05:14:28.220 --> 05:14:29.880
provider act does it apply to the sandbox style

05:14:29.880 --> 05:14:33.409
foundation Question three is, is our director

05:14:33.409 --> 05:14:38.849
a licensed director under the Director's Registration

05:14:38.849 --> 05:14:44.590
Licensing Act or licensing law? Question four,

05:14:44.729 --> 05:14:51.430
does the Securities Investment Business Act apply

05:14:51.430 --> 05:14:55.090
to the TSB Dow Foundation? Check. Question five,

05:14:55.349 --> 05:14:59.569
who are the beneficiaries and is it SanFam? Question

05:14:59.569 --> 05:15:03.959
six. Is this protecting the DAO's assets, talking

05:15:03.959 --> 05:15:07.000
about the land, sand, and NFT collection, from

05:15:07.000 --> 05:15:12.659
being unreasonably gifted or given to the Sandbox

05:15:12.659 --> 05:15:15.799
DAO Foundation staff, like the director or whoever

05:15:15.799 --> 05:15:18.060
else, from them just giving themselves stuff

05:15:18.060 --> 05:15:22.000
that we don't believe they earned? Question seven.

05:15:22.119 --> 05:15:24.479
Does this relate to the memberless part that

05:15:24.479 --> 05:15:26.659
removes the profit incentive for maximization

05:15:26.659 --> 05:15:29.549
of shareholder value? required by a fiduciary

05:15:29.549 --> 05:15:33.250
duty of the director. Question eight, why is

05:15:33.250 --> 05:15:35.470
the founder role only mentioned here? It's not

05:15:35.470 --> 05:15:40.330
clear who or what this is. Question 11, who is

05:15:40.330 --> 05:15:43.750
the founder? All right, then we move on to our

05:15:43.750 --> 05:15:48.849
questions for articles of association. Question

05:15:48.849 --> 05:15:51.650
10, we're just going to continue the numbering.

05:15:51.750 --> 05:15:55.290
Does the mention of revised mean that it always

05:15:55.290 --> 05:15:58.560
references the latest revision of? the Foundations

05:15:58.560 --> 05:16:02.599
Company Act of 2017, and the Companies Act of

05:16:02.599 --> 05:16:07.099
2003. Question 11. Please explain the nature

05:16:07.099 --> 05:16:09.740
of the sentence, the Foundation Company's general

05:16:09.740 --> 05:16:12.659
nature of business is holding company securities.

05:16:13.680 --> 05:16:17.279
All right, so we'll see question four on that

05:16:17.279 --> 05:16:20.599
one, which was about whether or not the Securities

05:16:20.599 --> 05:16:27.259
Investment Business Act applied. All right. Question

05:16:27.259 --> 05:16:31.299
12. Is the company IP &A led by Michael Robertson,

05:16:31.299 --> 05:16:34.540
which is our director? And if not, who is? IP

05:16:34.540 --> 05:16:36.500
&A is International Protectors and Advisors.

05:16:38.360 --> 05:16:43.240
And that's not ICSL, the International something,

05:16:43.520 --> 05:16:46.319
something, something, something. The International

05:16:46.319 --> 05:16:52.439
Corporation Surfaces Limited, which the key principal

05:16:52.439 --> 05:16:54.659
for that is Michael Alberga, who is part of our

05:16:54.659 --> 05:16:58.680
legal team. Pardon, TTA. Travers Thorpe Alberga.

05:17:00.060 --> 05:17:03.880
Question 13. Does free of any duty mean fiduciary

05:17:03.880 --> 05:17:09.919
duty? And if not, what else? Question 14. And

05:17:09.919 --> 05:17:11.979
may be exercised for the founder's own benefit,

05:17:12.200 --> 05:17:15.380
is a quote we took. Does this mean that they

05:17:15.380 --> 05:17:17.900
get to disregard the Memorandum of Association,

05:17:18.299 --> 05:17:25.270
page 3, section 9? And that was... Section 9

05:17:25.270 --> 05:17:31.650
were all of the expansion stuff. Section 9. Member

05:17:31.650 --> 05:17:36.849
of Association, page 3. Oh, page 4, excuse me.

05:17:36.889 --> 05:17:40.430
That's why. Page 4, section 9, which is where

05:17:40.430 --> 05:17:42.970
each member undertakes to contribute to the assets

05:17:42.970 --> 05:17:47.669
of things getting wound up, and then they only

05:17:47.669 --> 05:17:50.650
have to pay $1 if there's a liability thing going

05:17:50.650 --> 05:17:56.060
on. Section 15. Is there a contradiction here?

05:17:56.159 --> 05:18:00.639
The founder may irrevocably revoke his or her

05:18:00.639 --> 05:18:03.659
own powers, but has the power under Section 3

05:18:03.659 --> 05:18:08.680
.2i to change the MOA of Association and the

05:18:08.680 --> 05:18:12.459
Articles of Association however they want. And

05:18:12.459 --> 05:18:15.599
Section 3 .6 and Section 3 .7 says it only terminates

05:18:15.599 --> 05:18:19.180
upon winding up. The power. It says the power.

05:18:21.470 --> 05:18:24.889
founder's power, only terminates upon winding

05:18:24.889 --> 05:18:29.409
up. Question 16. Does this mean that if a founder

05:18:29.409 --> 05:18:31.549
makes a decision and then their power terminates,

05:18:31.590 --> 05:18:33.889
the decision must be upheld after they leave,

05:18:34.029 --> 05:18:37.450
such as appointing a new supervisor and then

05:18:37.450 --> 05:18:39.169
the founder leaves before that supervisor is

05:18:39.169 --> 05:18:43.569
appointed, that decision getting reversed? Okay.

05:18:44.349 --> 05:18:47.450
Question 17. Did the initial subscriber become

05:18:47.450 --> 05:18:52.220
the founder or director? Question 18. Is the

05:18:52.220 --> 05:18:55.259
special counsel or advisory board considered

05:18:55.259 --> 05:18:59.319
members? If not, what are they? Section 19. Question

05:18:59.319 --> 05:19:04.979
19. Can the founder overturn this irrevocable

05:19:04.979 --> 05:19:10.740
prohibition? Question 20. The quote may restrict

05:19:10.740 --> 05:19:13.779
or prohibit members. How do all the positions

05:19:13.779 --> 05:19:18.259
interact day to day? Question 21. Does, quote,

05:19:18.619 --> 05:19:22.439
May extend all the powers of the foundation company.

05:19:22.619 --> 05:19:25.060
End quote. Meaning the director can exercise

05:19:25.060 --> 05:19:29.439
the founder's powers. Question 22. Is this extra

05:19:29.439 --> 05:19:32.819
to the fiduciary duty or does it only reinforce

05:19:32.819 --> 05:19:37.900
it? Question 23. Is the code of conduct for the

05:19:37.900 --> 05:19:40.220
TSB Dells approved delegates considered a committee?

05:19:40.500 --> 05:19:43.599
Is the special counsel an advisory board? Question

05:19:43.599 --> 05:19:46.700
24. Quote, have at least one supervisor who is

05:19:46.700 --> 05:19:49.619
not a director. End quote. Where did we read

05:19:49.619 --> 05:19:52.319
the supervisor could be the director? I couldn't

05:19:52.319 --> 05:19:54.180
figure it out. I remember reading something like

05:19:54.180 --> 05:19:58.680
that. Question 25. May call for such reports

05:19:58.680 --> 05:20:02.419
accounts. Oh, I don't think I put my question

05:20:02.419 --> 05:20:06.700
there. I'll have to figure that one out later.

05:20:08.360 --> 05:20:11.479
Question 26. The beneficiary shall have an enforceable

05:20:11.479 --> 05:20:14.770
right. Put in quotations. What enforceable right

05:20:14.770 --> 05:20:18.930
is that? And 27, we need more clarity on the

05:20:18.930 --> 05:20:21.169
restriction notice power. There wasn't any mention

05:20:21.169 --> 05:20:25.689
of it. How does that play into any of this? Question

05:20:25.689 --> 05:20:28.810
28, is the assistant secretary required to be

05:20:28.810 --> 05:20:33.389
a qualified person? Question 29, why does the

05:20:33.389 --> 05:20:36.790
accidental omission supervisor not invalidate?

05:20:37.770 --> 05:20:42.500
Why does the accidental omission? not invalidate

05:20:42.500 --> 05:20:46.939
the proceedings. And we had some loopholes there

05:20:46.939 --> 05:20:49.500
that we contemplated that were apparently okay

05:20:49.500 --> 05:20:53.580
under the way that it was written. Question 30.

05:20:54.380 --> 05:20:57.180
Quote, no business shall be transacted at a general

05:20:57.180 --> 05:21:01.299
meeting. End quote. What is business? I think

05:21:01.299 --> 05:21:03.020
we might know because of the way it's defined

05:21:03.020 --> 05:21:07.659
in reference section two, but I don't know. There's

05:21:07.659 --> 05:21:11.950
enough there. I don't know. Question 31. Who

05:21:11.950 --> 05:21:14.290
is the chairman? They aren't mentioned anywhere

05:21:14.290 --> 05:21:18.409
before. Question 32. What does and the matters

05:21:18.409 --> 05:21:23.369
mean in that sentence? That's section 13 .1.

05:21:24.209 --> 05:21:27.110
Question 33. Who is the auditor? They aren't

05:21:27.110 --> 05:21:30.990
mentioned anywhere before. Question 34. How enforceable

05:21:30.990 --> 05:21:33.909
is, quote, members, directors, and supervisors

05:21:33.909 --> 05:21:36.729
as such have no power or authority to wind up?

05:21:36.889 --> 05:21:40.060
End quote. And also in quotes, or petition to

05:21:40.060 --> 05:21:43.540
court, in quote, when the founders' roles are

05:21:43.540 --> 05:21:48.840
optional. Question 35, who are the indemnified

05:21:48.840 --> 05:21:51.299
parties? This section grants broad liability

05:21:51.299 --> 05:21:54.200
waiver if legal was involved in the action. That

05:21:54.200 --> 05:21:58.819
seems like it could be anything. Seems like it

05:21:58.819 --> 05:22:07.930
could be anything. Used to indemnify. Anything.

05:22:08.990 --> 05:22:13.750
Right? Maybe that's the point. Don't know. Question

05:22:13.750 --> 05:22:16.630
36. This seems to encompass everything about

05:22:16.630 --> 05:22:18.549
the Sandbox DAO Foundation, and we're referring

05:22:18.549 --> 05:22:22.990
to the bylaws. This seems to encompass everything

05:22:22.990 --> 05:22:25.990
about the CSB DAO Foundation. Does this section

05:22:25.990 --> 05:22:28.569
exclude anything? As in, is there anything something

05:22:28.569 --> 05:22:33.029
the bylaws can't touch? That is my last and final

05:22:33.029 --> 05:22:35.650
question that I have remaining after looking

05:22:35.650 --> 05:22:40.680
everything over. All right. Oh, just kidding.

05:22:40.959 --> 05:22:44.380
Shoot, I forgot about the bylaws. So 36, so we

05:22:44.380 --> 05:22:50.900
have 38 questions total. 38. So question 37,

05:22:51.180 --> 05:22:53.779
why three consecutive terms for the special counsel?

05:22:53.959 --> 05:22:56.500
What was the thought there? And then question

05:22:56.500 --> 05:23:00.700
38, why can't the AB, the advisory board, why

05:23:00.700 --> 05:23:06.299
is the AB able to be removed by the special counsel?

05:23:08.139 --> 05:23:13.220
And not other AB people at advisory board. That

05:23:13.220 --> 05:23:16.979
seems strange to me. AB doesn't actually seem

05:23:16.979 --> 05:23:19.080
to have much power, whereas a special counsel

05:23:19.080 --> 05:23:21.400
does. But we're giving the special counsel power

05:23:21.400 --> 05:23:24.000
to remove the people who are not being compensated.

05:23:24.759 --> 05:23:27.939
Something about that that doesn't make full sense

05:23:27.939 --> 05:23:32.659
to me. And that's it. 38 questions. And we went

05:23:32.659 --> 05:23:36.319
over the entity search. Talked about how to search

05:23:36.319 --> 05:23:40.360
for things. how to find things in SEMA. And if

05:23:40.360 --> 05:23:42.139
you're ApeCoinDAO, then maybe there's something

05:23:42.139 --> 05:23:43.979
over here for you. And if you're Star Atlas,

05:23:44.180 --> 05:23:48.540
same thing. Same thing. And you can find, I know

05:23:48.540 --> 05:23:52.240
Star Atlas DAO makes their articles, has made

05:23:52.240 --> 05:23:54.159
their articles public. So you can do the same

05:23:54.159 --> 05:23:56.479
thing. You can search. It's all publicly available.

05:23:57.459 --> 05:23:59.259
And then we went over our remaining questions.

05:23:59.459 --> 05:24:05.479
And that is, see slides. What slides do we need

05:24:05.479 --> 05:24:14.740
to look at for? Slides 33 through 49. For the

05:24:14.740 --> 05:24:21.360
38 questions. That's a lot. That is a lot of

05:24:21.360 --> 05:24:26.619
questions. I'll give it to you. Maybe I'll. Maybe

05:24:26.619 --> 05:24:29.340
I'll prioritize them. But the order that I really

05:24:29.340 --> 05:24:32.740
want answered. So we went over that already.

05:24:34.680 --> 05:24:37.919
And. We already went over the remaining questions

05:24:37.919 --> 05:24:41.080
from Sandow 34, and the answers, they were mostly

05:24:41.080 --> 05:24:47.939
answered. That will bring us here to the end.

05:24:49.540 --> 05:24:54.060
That will bring us to the end. So, let's talk

05:24:54.060 --> 05:24:58.259
about what happens next. We went through Sandow

05:24:58.259 --> 05:25:00.880
34, which is a look into the origin of the sandbox

05:25:00.880 --> 05:25:03.500
DAO. We went into reading the Cayman Islands

05:25:03.500 --> 05:25:08.919
lore. Sandow... That's part one of our miniseries.

05:25:09.299 --> 05:25:13.799
Then we went into the review of existing Dow

05:25:13.799 --> 05:25:16.599
case law, the practicing attorney in the United

05:25:16.599 --> 05:25:21.860
States. That was part two, standoff 57. Part

05:25:21.860 --> 05:25:24.000
three of our miniseries for foundation companies

05:25:24.000 --> 05:25:29.560
came with a Q &A of Cayman Island lawyers from

05:25:29.560 --> 05:25:32.900
Walker's Global. Two practicing attorneys there,

05:25:33.040 --> 05:25:36.520
standoff 59. And part four, which is what you're

05:25:36.520 --> 05:25:38.659
listening to now, I may end up breaking this

05:25:38.659 --> 05:25:42.340
up because this thing was six hours long. Unbelievably,

05:25:42.520 --> 05:25:45.659
six hours long. So I might break this up into

05:25:45.659 --> 05:25:47.700
multiple parts, but as of right now, it's a combined

05:25:47.700 --> 05:25:50.360
part four, which was a reading of the Sandbox

05:25:50.360 --> 05:25:53.979
DAO documents. And if there are later parts,

05:25:54.259 --> 05:25:57.720
it'll likely be a Q &A, an interview of the Q

05:25:57.720 --> 05:26:00.479
&A. Don't know yet who it's going to be. I might

05:26:00.479 --> 05:26:02.919
not even be able to get to it because I've been...

05:26:04.040 --> 05:26:07.700
Starting to devote my time elsewhere with Sandow

05:26:07.700 --> 05:26:11.680
Podcast because the Sandow Podcast was not funded.

05:26:11.819 --> 05:26:14.180
And if you want to learn more about that, you

05:26:14.180 --> 05:26:23.779
can go to episode 55, The Downfall of SIP18.

05:26:24.860 --> 05:26:27.680
The Downfall of SIP18, which was funding the

05:26:27.680 --> 05:26:31.360
Sandow Podcast. So take a look at that one if

05:26:31.360 --> 05:26:33.040
you want to learn a little bit more about what

05:26:33.040 --> 05:26:39.119
is... in store for Sandow podcast. And, and yeah,

05:26:39.259 --> 05:26:45.139
I thoroughly enjoyed this mini series. So much

05:26:45.139 --> 05:26:49.340
fun. This was so much fun. Took a lot of, a lot

05:26:49.340 --> 05:26:52.759
of energy, took a lot of critical thinking, took

05:26:52.759 --> 05:26:56.040
money. I didn't pay for any information, but

05:26:56.040 --> 05:26:59.360
it took money to produce these episodes in a

05:26:59.360 --> 05:27:04.290
way that just, it costs money. to do a podcast.

05:27:06.250 --> 05:27:09.110
So, unsure if I'm going to do more, but if I

05:27:09.110 --> 05:27:12.790
do, we now have the stage set for what that's

05:27:12.790 --> 05:27:16.729
going to look like. All right. What I will do

05:27:16.729 --> 05:27:18.990
is I will do a podcast on all my episodes. So

05:27:18.990 --> 05:27:21.509
I'm going to go through all of these. We just

05:27:21.509 --> 05:27:26.889
are about to conclude our 60th one. So, dunzo

05:27:26.889 --> 05:27:32.060
here in a second. 61. was going to be the sandbox

05:27:32.060 --> 05:27:34.959
ecosystem in the DAO. However, it's going to

05:27:34.959 --> 05:27:41.080
be about interviewing whale .me, whale members.

05:27:42.099 --> 05:27:45.459
Sandbox ecosystem in the DAO is something I really

05:27:45.459 --> 05:27:47.240
want to do before I end, but I might just run

05:27:47.240 --> 05:27:49.380
out of steam and not be able to get to it. And

05:27:49.380 --> 05:27:53.759
in this one, I'm working with the other side

05:27:53.759 --> 05:27:56.779
folks to see if they will have their project

05:27:56.779 --> 05:28:01.930
manager. do a podcast with me i they recently

05:28:01.930 --> 05:28:05.130
just broke the guinness world record for something

05:28:05.130 --> 05:28:07.990
that i helped break back in 2016 so i organized

05:28:07.990 --> 05:28:10.250
the guinness world record breaking back in 2016

05:28:10.250 --> 05:28:16.209
and they other side from acorn dow just broke

05:28:16.209 --> 05:28:19.549
it this past saturday not this not this saturday

05:28:19.549 --> 05:28:22.549
today but last saturday seven days ago and i

05:28:22.549 --> 05:28:25.970
feel a little i feel multiple ways about it I

05:28:25.970 --> 05:28:28.090
mostly feel supportive, but I also feel a little

05:28:28.090 --> 05:28:33.150
bit sniped. Taken aback. Because I didn't see

05:28:33.150 --> 05:28:38.950
them go after this Guinness World Record until

05:28:38.950 --> 05:28:42.130
I mentioned it on the ApeCoin .com forums to

05:28:42.130 --> 05:28:47.049
assist another AIP who wanted to go for another

05:28:47.049 --> 05:28:49.009
type of Guinness World Record, which is the largest

05:28:49.009 --> 05:28:52.430
get Tonic and Jen in the world. So I mentioned

05:28:52.430 --> 05:28:54.389
my resume to, to let them know that, Hey, I'm

05:28:54.389 --> 05:28:56.430
willing to help. I've done this before. And then

05:28:56.430 --> 05:29:00.389
two weeks later, I see three weeks later, I see

05:29:00.389 --> 05:29:02.810
other sides trying to get that same world record

05:29:02.810 --> 05:29:05.349
that I mentioned multiple times in multiple places.

05:29:05.889 --> 05:29:08.290
So I feel a little weird about that because they

05:29:08.290 --> 05:29:10.110
never contacted me. They never talked to me about

05:29:10.110 --> 05:29:12.970
it, but now that they've broken it with over

05:29:12.970 --> 05:29:18.270
2000 players, huge congratulations to them. I

05:29:18.270 --> 05:29:20.229
would like to talk with their project manager

05:29:20.229 --> 05:29:24.529
and just kind of do like an ending, just like

05:29:24.529 --> 05:29:27.369
a kumbaya of sharing notes and understanding

05:29:27.369 --> 05:29:29.930
what they experienced for this Guinness World

05:29:29.930 --> 05:29:32.509
Record break. And then we can call it a day.

05:29:32.889 --> 05:29:34.990
Water under the bridge, everything else. I'll

05:29:34.990 --> 05:29:37.509
feel good after that. So I hope that they take

05:29:37.509 --> 05:29:44.409
me up on that. If not, I have a solo episode

05:29:44.409 --> 05:29:45.990
I'm going to do on it that's pretty much ready

05:29:45.990 --> 05:29:48.909
to go. but I would much rather do the version

05:29:48.909 --> 05:29:51.509
where we work collaboratively and talk to each

05:29:51.509 --> 05:29:55.169
other about our experiences versus what I would

05:29:55.169 --> 05:30:01.250
go over, which is the history of it. And yeah,

05:30:01.330 --> 05:30:05.509
I'd much rather do the, the other version. So

05:30:05.509 --> 05:30:08.990
sandbox faces, where do we, where do we get together

05:30:08.990 --> 05:30:12.509
as San, San fam on discord, the sandbox game

05:30:12.509 --> 05:30:16.580
discord, the channel is Dow discussion. Also,

05:30:16.659 --> 05:30:18.939
we're on the Sandbox DAO forums. The discourse

05:30:18.939 --> 05:30:20.860
is part of the tech stack we mentioned earlier.

05:30:21.220 --> 05:30:24.319
On Twitter, hashtag SandFam, hashtag the Sandbox

05:30:24.319 --> 05:30:28.119
DAO, hashtag the Sandbox game. Look up the Sandbox

05:30:28.119 --> 05:30:30.919
DAO and Arash Selective. Arash Selective does

05:30:30.919 --> 05:30:32.540
a newsletter, has been doing it for quite some

05:30:32.540 --> 05:30:35.819
time. Big shout out to Arash Selective. And then

05:30:35.819 --> 05:30:38.279
on YouTube, there is the Sandbox DAO YouTube

05:30:38.279 --> 05:30:43.720
page. Right? It's over here. And then there is

05:30:43.720 --> 05:30:48.700
also... And then there's also, you know, Lanzer

05:30:48.700 --> 05:30:54.819
YT, which is Sandow. And so here it is. 60 episodes

05:30:54.819 --> 05:30:58.740
we're about to hit. And then last but not least,

05:30:58.799 --> 05:31:00.700
SanFam Cafe. They haven't been active in quite

05:31:00.700 --> 05:31:04.619
a few months, but they're normally weekly, interesting

05:31:04.619 --> 05:31:09.340
stuff between SanFam people. If you are into

05:31:09.340 --> 05:31:13.220
the ex -Twitter spaces, on Monday is Mochaverse

05:31:13.220 --> 05:31:17.040
Hall. On Saturday is Bulls on the Block. Monday

05:31:17.040 --> 05:31:20.400
through Friday is Coffee with the Captain. And

05:31:20.400 --> 05:31:24.880
on Tuesdays is Natively Digital. Tomorrow, I

05:31:24.880 --> 05:31:27.639
should be interviewing the Whale members, who

05:31:27.639 --> 05:31:31.939
are one of the largest, if not the largest, voting

05:31:31.939 --> 05:31:36.419
landowner in our DAO. Looking forward to that.

05:31:37.340 --> 05:31:40.020
Very interested, looking forward to that. Okay.

05:31:41.360 --> 05:31:43.340
Thank you all for your time. This was a really,

05:31:43.360 --> 05:31:47.360
really long one. But in the end, it was very

05:31:47.360 --> 05:31:50.240
important to go over. And we went over a whole

05:31:50.240 --> 05:31:54.740
bunch of stuff related to DAO structures, legal

05:31:54.740 --> 05:31:59.200
foundations, all the stuff. And I enjoyed this.

05:31:59.240 --> 05:32:01.759
I feel like we are pretty much completed. If

05:32:01.759 --> 05:32:04.919
I don't do any more of them, it'd be great. If

05:32:04.919 --> 05:32:08.479
I do more of them, also great. And yeah, today

05:32:08.479 --> 05:32:12.569
was part four. of the Sandbox Foundation Company

05:32:12.569 --> 05:32:15.770
mini -series, where we looked into the Memorandum

05:32:15.770 --> 05:32:18.849
of Association, Articles of Association, and

05:32:18.849 --> 05:32:23.909
the bylaws. This was episode 60. Thank you all

05:32:23.909 --> 05:32:26.669
for your time, and have a great day, Sandvam.