WEBVTT 00:00:04.139 --> 00:00:07.419 All right. Hello, everybody. Sandow Podcast number 00:00:07.419 --> 00:00:13.400 62. Done this 62 times. Today's part five of 00:00:13.400 --> 00:00:17.120 the Foundation Company miniseries, and this time 00:00:17.120 --> 00:00:19.260 it's going to be all about the Star Atlas DAO. 00:00:20.660 --> 00:00:22.640 We're going to do a read -through of their documents, 00:00:22.800 --> 00:00:26.199 similar to what we did in Sandow 60, where we 00:00:26.199 --> 00:00:29.059 did a read -through of Sandbox Foundation documents. 00:00:29.320 --> 00:00:31.890 This time we're going to be doing a... a look 00:00:31.890 --> 00:00:34.850 into Star Atlas Foundation. Star Atlas is kind 00:00:34.850 --> 00:00:39.289 of like a game where Eve meets Elite Dangerous 00:00:39.289 --> 00:00:43.570 meets... Oh shoot, what's the other one? Star 00:00:43.570 --> 00:00:47.729 Citizen. So if Star Citizen, Eve, and Elite Dangerous 00:00:47.729 --> 00:00:52.250 all got together, had a baby, then that would 00:00:52.250 --> 00:00:56.450 be Star Atlas. And babies are on my mind right 00:00:56.450 --> 00:00:58.530 now because Little Lancer was born earlier this 00:00:58.530 --> 00:01:00.810 week, so... I don't know what sleep is right 00:01:00.810 --> 00:01:04.930 now. And yeah, life's good, though. Life's good. 00:01:05.510 --> 00:01:10.129 So the scope of the talk today is about an analysis 00:01:10.129 --> 00:01:13.930 of facts. And we're looking for the transparency 00:01:13.930 --> 00:01:17.109 factor where we understand what is it we're participating 00:01:17.109 --> 00:01:21.290 in, what is it we're doing. And that can help 00:01:21.290 --> 00:01:28.510 make much better, more informed decisions. Disclaimer, 00:01:28.590 --> 00:01:31.549 I do not represent the Sandbox Game or the Sandbox 00:01:31.549 --> 00:01:36.930 Foundation or Atma or Star Atlas Foundation. 00:01:37.750 --> 00:01:40.709 I represent none of them. I'm not your financial 00:01:40.709 --> 00:01:42.549 or legal advisor and nothing necessary to be 00:01:42.549 --> 00:01:45.430 taken as financial or legal advice. When I say 00:01:45.430 --> 00:01:47.870 the word SIP, I mean Sandbox Improvement Proposal. 00:01:47.870 --> 00:01:51.329 When I say the word HIP, I mean Polis Improvement 00:01:51.329 --> 00:01:54.650 Proposal, which is Star Atlas style. PVP means 00:01:54.650 --> 00:01:58.019 Polis Voting Power. Kind of like... Sand, voting 00:01:58.019 --> 00:02:00.500 power. And when I say DAO, I mean decentralized 00:02:00.500 --> 00:02:03.480 autonomous organization. And when I say SandFound, 00:02:03.519 --> 00:02:05.120 I'm talking about the Sandbox community, those 00:02:05.120 --> 00:02:08.180 who participate in the people, product, and purpose 00:02:08.180 --> 00:02:12.960 of the Sandbox game, Sandbox ecosystem. That 00:02:12.960 --> 00:02:15.020 ecosystem looks a little bit like this. I went 00:02:15.020 --> 00:02:17.520 over it in episode 31. People is everyone from 00:02:17.520 --> 00:02:20.439 gamers to Sandbox team. Product is everything 00:02:20.439 --> 00:02:22.780 from game client to the DAO. And the purpose 00:02:22.780 --> 00:02:24.960 is everything mentioned in the white paper to 00:02:24.960 --> 00:02:28.680 include what the leadership of Sandbox DAO has 00:02:28.680 --> 00:02:31.939 gone into. That ecosystem goes round and round 00:02:31.939 --> 00:02:34.139 every day where we all interact with each other 00:02:34.139 --> 00:02:38.180 to improve the ecosystem. Today's episode is 00:02:38.180 --> 00:02:42.020 all about the DAO, specifically lessons from 00:02:42.020 --> 00:02:45.780 other DAOs and Star Atlas DAO. So if you are 00:02:45.780 --> 00:02:52.180 Star Atlas, welcome and glad you're here. I see 00:02:52.180 --> 00:02:57.979 you, Zamzor, Emperor. Who else? I saw a couple 00:02:57.979 --> 00:03:06.319 others. Mike. Appreciate having you. I am your 00:03:06.319 --> 00:03:09.719 host, Lanzer. I am president of MetaWorlds, and 00:03:09.719 --> 00:03:11.860 we have published two experiences within Sandbox. 00:03:12.939 --> 00:03:15.979 One was Floor Droppers, which made Alpha Season 00:03:15.979 --> 00:03:23.710 4, ranked 7th of about 400, and... And Lava Defense, 00:03:24.009 --> 00:03:28.990 which was Game Maker Fun 2023? 2024? I think 00:03:28.990 --> 00:03:34.669 2023. Time flies. So let's go over a little bit 00:03:34.669 --> 00:03:40.509 of a recap. Today, episode 62. We started in 00:03:40.509 --> 00:03:45.689 episode 56 with Sandal 34. And then we progressed 00:03:45.689 --> 00:03:51.009 57, 59, 60, 62. All those are parts of the larger 00:03:51.009 --> 00:03:57.740 whole. Today is part five. We're going over Star 00:03:57.740 --> 00:04:01.539 Atlas. I'm doing a comparison with ApeCoin, DAO, 00:04:01.659 --> 00:04:04.460 and Sandbox. And then we'll be reading through 00:04:04.460 --> 00:04:06.819 Star Atlas Foundation Member Association and 00:04:06.819 --> 00:04:12.039 the Articles of Association. Part six, if I can 00:04:12.039 --> 00:04:14.479 help it, we'll have Melissa and Carolyn on for 00:04:14.479 --> 00:04:17.920 Markers Global. That was Sandow59 in part three, 00:04:18.000 --> 00:04:20.459 where they can answer the Q &As that we didn't 00:04:20.459 --> 00:04:26.600 get to. Let's go through a recap. Sandow 34 was 00:04:26.600 --> 00:04:29.439 a look into the Sandbox style origin. We traced 00:04:29.439 --> 00:04:33.040 lineage of companies, people, entities, how they 00:04:33.040 --> 00:04:35.720 all interact with each other. Then fast forward 00:04:35.720 --> 00:04:38.759 to Sandow 56. We started the mini series for 00:04:38.759 --> 00:04:41.100 foundation companies. It took me that long to 00:04:41.100 --> 00:04:43.980 research into everything I needed to do, which 00:04:43.980 --> 00:04:51.779 was... Yay. Welcome, Sandbox family. SamVam, 00:04:51.860 --> 00:04:53.519 just made it in the house. Thank you for the 00:04:53.519 --> 00:04:57.899 raid. Lucas and Kami, appreciate you. We're just 00:04:57.899 --> 00:05:01.579 now going over a recap. So Sandow34 was looking 00:05:01.579 --> 00:05:06.639 to the sandbox style origin. Sandow56 was a reading 00:05:06.639 --> 00:05:09.480 of the Cayman Island law. That one was like three 00:05:09.480 --> 00:05:11.860 hours, four hours long. It was pretty long. And 00:05:11.860 --> 00:05:14.779 then Sandow57, we did a review of United States 00:05:14.779 --> 00:05:17.860 case law and how DAOs were forming. A lot of 00:05:17.860 --> 00:05:22.740 it was happening in California. Hey, what's up? 00:05:23.060 --> 00:05:30.279 Tom? Armody? Armadilla? Armadillia? And then 00:05:30.279 --> 00:05:33.959 Sandow59, which is a brief from Cayman Islands 00:05:33.959 --> 00:05:36.379 lawyers from Walkers Global, that's Melissa and 00:05:36.379 --> 00:05:38.660 Carolyn, they gave us kind of like an orientation 00:05:38.660 --> 00:05:44.240 into sandbox, into foundation companies, their 00:05:44.240 --> 00:05:48.339 legal structure, how they work, all that. And 00:05:48.339 --> 00:05:51.379 then recently, We did Sandow 60, which was a 00:05:51.379 --> 00:05:54.439 reading of the Sandbox style document. That podcast 00:05:54.439 --> 00:05:59.420 was six hours long. Six hours. I didn't, I didn't 00:05:59.420 --> 00:06:02.740 intend for it to be six hours, but it was. And 00:06:02.740 --> 00:06:04.680 that's how long it took me to get through the 00:06:04.680 --> 00:06:07.360 reading of their articles of association and 00:06:07.360 --> 00:06:10.000 memory of association. I don't intend on this 00:06:10.000 --> 00:06:12.339 taking six hours for Star Atlas. I have some 00:06:12.339 --> 00:06:16.060 things that might, some things I want to go over, 00:06:16.139 --> 00:06:19.470 but the whole. The two documents are 16 pages 00:06:19.470 --> 00:06:21.689 for Star Atlas. It's not going to take us that 00:06:21.689 --> 00:06:23.790 long. And they don't have a constitution. I'm 00:06:23.790 --> 00:06:24.829 not going to go over the government's framework, 00:06:24.930 --> 00:06:26.410 all that stuff. I'll just touch on it lightly. 00:06:28.050 --> 00:06:32.810 But yeah. So welcome to my SanFam people. Hey, 00:06:32.910 --> 00:06:36.189 Yuma. Good to see you. So there you go. Started 00:06:36.189 --> 00:06:40.329 with Sandow 34, 56, 57, 59, 60. And now we're 00:06:40.329 --> 00:06:44.290 on to Sandow 62, which is Lessons from Other 00:06:44.290 --> 00:06:47.970 Dals, a reading of Star Atlas Foundation. Star 00:06:47.970 --> 00:06:50.430 Atlas is kind of like Star Citizen meets Elite 00:06:50.430 --> 00:06:54.149 Dangerous meets EVE Online. They have a very, 00:06:54.189 --> 00:06:57.089 very well connected down. Okay, so Sandal 34. 00:06:57.769 --> 00:07:00.649 We originally explored this relationship map 00:07:00.649 --> 00:07:03.449 or what we thought was happening. And this is 00:07:03.449 --> 00:07:06.170 what I came up with. The whole rigmarole of who 00:07:06.170 --> 00:07:08.649 is connected to who and what. This is back when 00:07:08.649 --> 00:07:10.649 we have no idea and I had to Google search all 00:07:10.649 --> 00:07:12.930 of this to try and figure it out. I still think 00:07:12.930 --> 00:07:15.980 I got a little bit of it wrong, but... A lot 00:07:15.980 --> 00:07:19.420 of it was very revealing and transparency and 00:07:19.420 --> 00:07:22.839 all that sort of stuff. Then Google Maps, Google 00:07:22.839 --> 00:07:24.899 searched all the key players of Sandbox DAO. 00:07:24.980 --> 00:07:27.360 Turns out they're all on the same street. So 00:07:27.360 --> 00:07:29.699 for my Star Atlas people and my Ipcoin DAO people, 00:07:29.920 --> 00:07:32.819 you're not too far away, maybe like a 10 -minute 00:07:32.819 --> 00:07:37.860 drive from where this is. Everyone lives in the 00:07:37.860 --> 00:07:40.459 same kind of business district of the Grand Cayman 00:07:40.459 --> 00:07:43.370 Islands. I thought there was some significance 00:07:43.370 --> 00:07:45.370 of them being on the same street, as in like 00:07:45.370 --> 00:07:47.589 they all knew each other, but actually, turns 00:07:47.589 --> 00:07:50.370 out the reason why they're all there is because 00:07:50.370 --> 00:07:53.750 to be a part of a foundation company, you have 00:07:53.750 --> 00:07:56.569 to be licensed, certified, and all these different 00:07:56.569 --> 00:07:59.670 rules. They have all these different rules in 00:07:59.670 --> 00:08:05.329 place to do foundation company stuff. So in order 00:08:05.329 --> 00:08:07.649 to provide management services, director, secretary, 00:08:07.970 --> 00:08:10.550 legal counsel, management services, all those 00:08:10.550 --> 00:08:14.259 sorts of things, It makes a lot of sense why 00:08:14.259 --> 00:08:16.439 some of them are all next door to each other. 00:08:16.680 --> 00:08:19.160 Again, it's a small island, smaller than Jamaica, 00:08:19.339 --> 00:08:28.720 and yeah, they're pretty close together. Then 00:08:28.720 --> 00:08:32.940 we went over our law regulation stack. So this 00:08:32.940 --> 00:08:35.159 is how we interpreted the rules that we talked 00:08:35.159 --> 00:08:39.200 about in Sandow 56, where Companies Act, Foundation 00:08:39.200 --> 00:08:41.600 Companies Law, and the case law on top of that. 00:08:42.080 --> 00:08:44.820 Companies Management Act, Director's Registration 00:08:44.820 --> 00:08:48.299 Licensing Law, which we figured out in our talk 00:08:48.299 --> 00:08:49.879 with Melissa and Carolyn from Walker's Global 00:08:49.879 --> 00:08:54.860 that that's not applicable. And a company citation 00:08:54.860 --> 00:08:58.100 of Acts Parliament Law, the Virtual Asset Service 00:08:58.100 --> 00:09:01.200 Provider Act, and the Securities Investment Business 00:09:01.200 --> 00:09:04.759 Law. So we talked about all that in Sandow 56, 00:09:05.059 --> 00:09:07.419 trying to figure out how it all comes together. 00:09:08.029 --> 00:09:10.350 And then in part two is when we had Ernest, who 00:09:10.350 --> 00:09:12.149 is a practicing lawyer in the United States, 00:09:12.230 --> 00:09:16.570 talk about the evolving case law and mostly California. 00:09:17.210 --> 00:09:21.250 And then part three is when we had the practicing 00:09:21.250 --> 00:09:23.850 lawyers from Walker's Global, from Grand Cayman 00:09:23.850 --> 00:09:28.690 Islands. Okay, all of this is to make sense of 00:09:28.690 --> 00:09:31.370 these things. And for my Star Atlas people, this 00:09:31.370 --> 00:09:33.909 is also the same for you. All of these words 00:09:33.909 --> 00:09:36.529 that we started seeing, articles of association. 00:09:37.259 --> 00:09:40.360 Foundation. Foundation company. Limited by guarantee. 00:09:40.659 --> 00:09:43.860 Memorandum association. Without any share capital. 00:09:44.500 --> 00:09:48.600 Cayman Islands. Why are we paying $50? What is 00:09:48.600 --> 00:09:52.360 a subscriber? Cayman Islands General Registry. 00:09:53.320 --> 00:09:57.379 An exempted company. All of these things started 00:09:57.379 --> 00:10:00.220 making sense once we delved into this regulation 00:10:00.220 --> 00:10:07.110 stack. It all made sense after that. So... Yeah, 00:10:07.169 --> 00:10:09.570 that's what this mini -series is. It was an investigation 00:10:09.570 --> 00:10:12.450 into all of this legal mumbo -jumbo to figure 00:10:12.450 --> 00:10:15.269 out what's going on, who's doing what. You know, 00:10:15.330 --> 00:10:18.590 that old Three Stooges skit. Like, who's on first? 00:10:18.789 --> 00:10:22.710 I think it's Three Stooges. But who's on first? 00:10:24.370 --> 00:10:27.629 Then I tried my hand at creating a flowchart 00:10:27.629 --> 00:10:30.889 of how foundation companies are created. This 00:10:30.889 --> 00:10:33.299 was my best guess. And then after talking with 00:10:33.299 --> 00:10:35.659 lawyers and seeing everything up until this point 00:10:35.659 --> 00:10:37.779 with our mini -series, this is about where I 00:10:37.779 --> 00:10:40.460 landed. So I updated it as per Part 3, where 00:10:40.460 --> 00:10:43.580 when a DAO wants to become a foundation company, 00:10:43.940 --> 00:10:46.440 they start selecting service providers. Those 00:10:46.440 --> 00:10:48.600 service providers then create the Memorandum 00:10:48.600 --> 00:10:52.700 of Association and Articles of Association, and 00:10:52.700 --> 00:10:56.379 then that creates the foundation, which acts 00:10:56.379 --> 00:11:00.740 as a DAO wrapper. Not like M &M wrapper, like 00:11:00.740 --> 00:11:05.490 a candy wrapper. wraps the DAO. Then Sandow 57, 00:11:05.710 --> 00:11:10.690 we talked about, oh, excuse me, that was Sandow 00:11:10.690 --> 00:11:13.309 56. It's when we talked about the flow charts 00:11:13.309 --> 00:11:17.350 and we went through all of the language of foundation 00:11:17.350 --> 00:11:23.049 company law and Companies Act. And then Sandow 00:11:23.049 --> 00:11:26.370 57, we talked with Ernest, a practicing lawyer 00:11:26.370 --> 00:11:30.190 in the United States, about OkieDAO, BZXDAO, 00:11:30.370 --> 00:11:34.039 LidoDAO. And then also we went into Dow companies 00:11:34.039 --> 00:11:37.399 within the United States and compared them. So 00:11:37.399 --> 00:11:42.379 over in how Utah has a for -profit approach to 00:11:42.379 --> 00:11:45.039 Dow is called a limited liability decentralized 00:11:45.039 --> 00:11:47.960 autonomous organization, otherwise known as LLDs. 00:11:47.980 --> 00:11:50.779 Wyoming takes an unincorporated nonprofit approach 00:11:50.779 --> 00:11:55.779 and they call that a DUNA. Vermont takes a expanded 00:11:55.779 --> 00:12:00.279 LLC approach called a BBLLC. Blockchain -based 00:12:00.279 --> 00:12:04.759 limited liability. And Tennessee just added DAOs 00:12:04.759 --> 00:12:08.379 to their list of LLCs. All right, then we went 00:12:08.379 --> 00:12:12.080 into some key opinion frameworks, such as SEC's 00:12:12.080 --> 00:12:15.440 investigative report from July 2017, some framework 00:12:15.440 --> 00:12:19.159 for investment contracts from April 2019, different 00:12:19.159 --> 00:12:22.460 stuff like that, and different laws that apply 00:12:22.460 --> 00:12:25.179 to DAOs and how they're being used in the court 00:12:25.179 --> 00:12:28.120 system, such as the long -arm statute, conducts 00:12:28.120 --> 00:12:33.240 and effects tests. One of those articles led 00:12:33.240 --> 00:12:36.220 us to episode 59, which was part three of our 00:12:36.220 --> 00:12:38.340 Foundation Company miniseries, where we talk 00:12:38.340 --> 00:12:40.820 with Melissa and Carolyn about foundation companies, 00:12:40.919 --> 00:12:43.860 and we listen to them tell us, as if we were 00:12:43.860 --> 00:12:46.580 a new client, what is a foundation company? Went 00:12:46.580 --> 00:12:49.779 through things like why would a DAO form and 00:12:49.779 --> 00:12:53.639 came in Island Foundation Company? Timeline of 00:12:53.639 --> 00:12:56.059 events, how we went from, this was super interesting, 00:12:56.220 --> 00:12:59.899 I didn't know this, how we went from A, after 00:12:59.899 --> 00:13:02.639 incorporation, you go from a director -led, meaning 00:13:02.639 --> 00:13:07.340 the director owns and can do whatever they want, 00:13:07.419 --> 00:13:12.639 and then transition to a token holder -led. And 00:13:12.639 --> 00:13:14.639 then what documents are required to form a foundation 00:13:14.639 --> 00:13:17.179 company? We went over many, many different things. 00:13:18.740 --> 00:13:22.700 And then, yeah, I highly recommend. That is some 00:13:22.700 --> 00:13:24.960 wonderful knowledge they imparted, and I hope 00:13:24.960 --> 00:13:28.259 to get the bank on again in the future. Then 00:13:28.259 --> 00:13:32.139 we got to Sandell 60. Oh, Lord. Sandell 60 was 00:13:32.139 --> 00:13:34.100 supposed to be one and a half hours, two hours 00:13:34.100 --> 00:13:39.240 long. Ended up being six hours long. Six hours 00:13:39.240 --> 00:13:41.480 long. We did a read -through of the Memorandum 00:13:41.480 --> 00:13:44.360 of Association, taking into account everything 00:13:44.360 --> 00:13:46.820 we learned in the previous parts and the reading 00:13:46.820 --> 00:13:49.200 of the Cayman Islands Law. We read through Articles 00:13:49.200 --> 00:13:51.759 of Association, and then we read through the 00:13:51.759 --> 00:13:53.919 bylaws. Not to be confused with the Constitution, 00:13:54.200 --> 00:13:56.559 even though it says it right here, the Constitution. 00:13:57.159 --> 00:13:59.960 We know that the Constitution means Articles 00:13:59.960 --> 00:14:02.059 of Association plus the Memorandum of Association, 00:14:02.360 --> 00:14:06.220 not bylaws. The Foundation Company Law and the 00:14:06.220 --> 00:14:08.639 Companies Act is very specific about that. The 00:14:08.639 --> 00:14:11.059 Constitution is not bylaws. So I think that's 00:14:11.059 --> 00:14:13.620 just, you know, sandboxed out, calling it the 00:14:13.620 --> 00:14:15.879 Constitution and not realizing the conflict. 00:14:16.120 --> 00:14:21.440 But no harm, no foul. Okay? Then we read through 00:14:21.440 --> 00:14:23.480 the Memorandum of Association. You know, we found 00:14:23.480 --> 00:14:26.080 things like... There were some questions, some 00:14:26.080 --> 00:14:29.220 big questions left over, like does the Virtual 00:14:29.220 --> 00:14:35.299 Asset Service Provider Act apply to the sandbox 00:14:35.299 --> 00:14:40.539 DAO? Does the Securities Investment Business 00:14:40.539 --> 00:14:44.360 Act apply? Who are the beneficiaries? I need 00:14:44.360 --> 00:14:47.840 to know that. Is SanFam a beneficiary? I can't 00:14:47.840 --> 00:14:52.320 tell. And who's the founder? What is that founder 00:14:52.320 --> 00:14:55.080 role? We read through the article association 00:14:55.080 --> 00:14:59.620 and some questions I had is, is the IPNA, which 00:14:59.620 --> 00:15:03.559 is the signatory on our articles, is it Michael 00:15:03.559 --> 00:15:07.480 Robinson? Is he, he's also director. What I understand, 00:15:07.720 --> 00:15:10.659 um, there's, there's some confusion there on 00:15:10.659 --> 00:15:13.460 that, that front. And did the initial subscriber 00:15:13.460 --> 00:15:16.299 become the founder or director? Some of these 00:15:16.299 --> 00:15:18.440 things I'll be looking at in Star Atlas DAOs 00:15:18.440 --> 00:15:21.240 documents to see if they're the same question 00:15:21.240 --> 00:15:29.830 that comes from this. And is the special counsel 00:15:29.830 --> 00:15:34.269 or advisory board considered members? Don't know. 00:15:34.470 --> 00:15:36.610 Can't tell if they're members or beneficiaries. 00:15:37.309 --> 00:15:41.350 And what may restrict or prohibit members. How 00:15:41.350 --> 00:15:44.830 do all these positions act day to day? In the 00:15:44.830 --> 00:15:47.590 previous episode in Standout59, I called this 00:15:47.590 --> 00:15:53.399 my rectangle of confusion. It's my rectangle 00:15:53.399 --> 00:16:04.100 of confusion. Yuma said... Oh, Yuma. That's totally 00:16:04.100 --> 00:16:07.700 true. Yuma said Sandel60 was like an entire RPG. 00:16:08.480 --> 00:16:15.059 You're so right. You are so right. Where are 00:16:15.059 --> 00:16:22.809 you, Yuma? There we go. Appreciate that, Yuma. 00:16:22.950 --> 00:16:28.129 I take that as a compliment. Yeah, so all of 00:16:28.129 --> 00:16:31.250 my Star Atlas people, say hello to my Sandbox 00:16:31.250 --> 00:16:34.649 DAO people. You are cross -DAOing right now. 00:16:35.190 --> 00:16:38.570 Star Atlas is, as I mentioned, like Star Citizen 00:16:38.570 --> 00:16:41.950 meets EVE Online meets Elite Dangerous. And Sandbox 00:16:41.950 --> 00:16:45.970 is like Minecraft meets, I don't know, The Sims 00:16:45.970 --> 00:16:50.840 or Civilization. So you're both metaverses, you're 00:16:50.840 --> 00:16:54.379 both games, and I play both of you. You're both 00:16:54.379 --> 00:17:00.519 a lot of fun. Hey Bert, good to see you. Tom 00:17:00.519 --> 00:17:09.400 Voxel, Yuma, Armadilla, Tom, Zamsor, Emperor, 00:17:09.660 --> 00:17:14.079 saying hello to everybody in the chat. Alright, 00:17:14.140 --> 00:17:16.079 back to what we were just talking about. So that 00:17:16.079 --> 00:17:21.529 was... And then we talked, we lastly covered 00:17:21.529 --> 00:17:23.950 the bylaws and this was Sandow 60. I'm referring 00:17:23.950 --> 00:17:28.289 to the bylaws, which is some random common questions. 00:17:28.430 --> 00:17:30.529 There was why three consecutive terms, why not 00:17:30.529 --> 00:17:34.730 five or unlimited or zero or one? And why is 00:17:34.730 --> 00:17:37.069 the advisory board able to be removed by the 00:17:37.069 --> 00:17:39.150 special counsel, but not other advisory board 00:17:39.150 --> 00:17:41.769 members? That part was confusing. The special 00:17:41.769 --> 00:17:43.769 counsel can remove itself, but the advisory board 00:17:43.769 --> 00:17:47.980 cannot remove itself. Not sure. Advisory boards 00:17:47.980 --> 00:17:49.859 are not compensated where special council members 00:17:49.859 --> 00:17:52.299 are. So there's kind of a big question mark there. 00:17:52.619 --> 00:17:54.440 And then last but not least, we did an entity 00:17:54.440 --> 00:17:57.380 search where we searched Sandbox Foundation within 00:17:57.380 --> 00:17:59.920 the Grand Cayman Islands Registry, looked at 00:17:59.920 --> 00:18:02.480 some things that proved that the stamp was valid, 00:18:02.579 --> 00:18:09.779 and we looked at the statuses of different people 00:18:09.779 --> 00:18:11.700 and players within the Sandbox DAO. We'll be 00:18:11.700 --> 00:18:15.680 doing the same for Star Atlas today. And also 00:18:15.680 --> 00:18:20.619 for my 8 -point DAO people, you are also in here. 00:18:21.339 --> 00:18:25.400 You could be found just the same way. All that 00:18:25.400 --> 00:18:28.559 led to a TLDR. You know, what is a foundation 00:18:28.559 --> 00:18:31.839 company? It's both the name of the Sandbox DAO 00:18:31.839 --> 00:18:34.279 and Star Atlas DAO, and it's a type of company. 00:18:34.720 --> 00:18:36.579 What does exempted mean? It means it's a company 00:18:36.579 --> 00:18:38.180 that does business outside of the Grand Cayman 00:18:38.180 --> 00:18:40.660 Islands. Limited by guarantee, it means that 00:18:40.660 --> 00:18:42.819 members of the foundation can only lose what 00:18:42.819 --> 00:18:44.960 they put into the company. Usually that's money 00:18:44.960 --> 00:18:47.640 or assets. Without any share capital means that 00:18:47.640 --> 00:18:49.559 there are no units of ownership. So there's no 00:18:49.559 --> 00:18:53.039 stakeholders, or excuse me, no shareholders. 00:18:53.900 --> 00:18:56.160 So that kind of profit incentive isn't quite 00:18:56.160 --> 00:18:59.039 there. Articles and memorandum of association. 00:18:59.480 --> 00:19:02.140 Memo creates the foundation company. Articles 00:19:02.140 --> 00:19:05.859 describe how it will be operated. Bylaws establish 00:19:05.859 --> 00:19:09.579 internal business rules. Lots of businesses down 00:19:09.579 --> 00:19:12.579 the Cayman Highlands. There are over 120 ,000 00:19:12.579 --> 00:19:14.710 active companies. in the Grand Cayman Islands. 00:19:14.869 --> 00:19:17.430 And 1 ,000 companies registered in one month 00:19:17.430 --> 00:19:22.069 alone. For the foundation roles, the foundation 00:19:22.069 --> 00:19:25.230 roles are very flexible. The subscriber creates 00:19:25.230 --> 00:19:27.529 the foundation company. The director will lead 00:19:27.529 --> 00:19:29.809 the foundation company. Secretaries license to 00:19:29.809 --> 00:19:31.710 document, record, and certify things within the 00:19:31.710 --> 00:19:34.670 foundation company. And members, founders, officers, 00:19:34.849 --> 00:19:38.490 supervisors, managers, all conduct daily activities 00:19:38.490 --> 00:19:40.769 within the foundation company. And everything 00:19:40.769 --> 00:19:42.980 is grant... Governed by the Grand Cayman Island 00:19:42.980 --> 00:19:46.759 law. Which you can find. By Google searching 00:19:46.759 --> 00:19:53.059 it. But also. By going to the. Cayman Islands. 00:19:56.180 --> 00:20:00.779 Wrong button. But you can. By going to the Grand 00:20:00.779 --> 00:20:04.059 Cayman Islands. And go to the website. Click. 00:20:05.240 --> 00:20:07.839 I realize you can't see that. Give me a second. 00:20:09.500 --> 00:20:11.859 There we go. Grand Cayman Islands website, go 00:20:11.859 --> 00:20:14.000 to action registrations, and you can see all 00:20:14.000 --> 00:20:17.200 sorts of stuff. Or you can just go to the mini 00:20:17.200 --> 00:20:20.059 -series within my podcast, and I show you all 00:20:20.059 --> 00:20:23.700 of this. I go through everything. All right. 00:20:24.720 --> 00:20:29.859 So y 'all are now officially up to speed. We 00:20:29.859 --> 00:20:34.819 recapped Sandow 34, 56, 57, 59, 60. I highly 00:20:34.819 --> 00:20:37.650 recommend go back to watch some of these. There 00:20:37.650 --> 00:20:40.009 was so much information I couldn't possibly do 00:20:40.009 --> 00:20:42.910 the recap justice. I did the best I could, though. 00:20:43.009 --> 00:20:46.369 Like I said, Sandow60 was six hours just by itself. 00:20:46.589 --> 00:20:49.829 I can't believe I did a six -hour podcast. That's 00:20:49.829 --> 00:20:55.210 crazy. So today is Sandow62. Star Atlas. All 00:20:55.210 --> 00:20:59.130 my Star Atlas Tao people, say hi to my Samhux 00:20:59.130 --> 00:21:02.990 Tao people. Hey, Blue Tulip, good to see you. 00:21:04.829 --> 00:21:09.650 Star Atlas Tao. Here we go. First, we're going 00:21:09.650 --> 00:21:13.769 to do a comparison. I'm involved in ApeCoinDAO, 00:21:13.950 --> 00:21:16.410 SandboxDAO, and now ArtlistDAO. And I want to 00:21:16.410 --> 00:21:18.490 do a comparison just to kind of show a little 00:21:18.490 --> 00:21:21.309 bit of difference here. So the ApeCoinDAO began 00:21:21.309 --> 00:21:26.369 March 2022. AIP -1 approved the creation of ApeCoinDAO. 00:21:26.490 --> 00:21:29.329 AIP -2 approved the voting process for ApeCoinDAO. 00:21:29.430 --> 00:21:33.630 And AIP -3 approved the initial budget for ApeCoinDAO. 00:21:33.950 --> 00:21:37.750 Whereas in the SandboxDAO... It came into being 00:21:37.750 --> 00:21:41.789 two years later in May of 2024. SIP 1 approved 00:21:41.789 --> 00:21:45.710 the creation of the Sandbox DAO. SIP 2 approved 00:21:45.710 --> 00:21:47.730 the acceptance of the Sandbox DAO Foundation. 00:21:48.769 --> 00:21:51.369 And SIP 3 approved the initial budget for Sandbox 00:21:51.369 --> 00:21:55.950 DAO. I think I finally figured out why there 00:21:55.950 --> 00:21:58.769 are SIPs to create Sandbox DAOs. It has to do 00:21:58.769 --> 00:22:01.069 with the wrapper. And we'll go over that later 00:22:01.069 --> 00:22:05.819 on. Star Atlas DAO. I actually didn't realize 00:22:05.819 --> 00:22:08.740 that Star Atlas Tao didn't come into being until 00:22:08.740 --> 00:22:11.140 two months later after Sandbox Tao. For some 00:22:11.140 --> 00:22:12.579 reason, I thought Star Atlas Tao had been around 00:22:12.579 --> 00:22:16.619 a lot longer. But it came into being July 2024, 00:22:16.940 --> 00:22:22.640 so it is even newer than Sandbox Tao. Pip 1 approves 00:22:22.640 --> 00:22:25.000 the creation of Star Atlas Tao. That was in July 00:22:25.000 --> 00:22:31.299 2024. Pip 2 approves the acceptance of Star Atlas 00:22:31.299 --> 00:22:34.450 Foundation in the Grand Cayman Islands. PIP 3 00:22:34.450 --> 00:22:36.170 approves the creation of the Star Atlas Council, 00:22:36.430 --> 00:22:39.910 and PIP 4 reserved 20 % of the budget for grants 00:22:39.910 --> 00:22:41.869 by the community members called the Star Atlas 00:22:41.869 --> 00:22:44.710 Ecosystem Fund. I had a big question about PIP 00:22:44.710 --> 00:22:47.589 4 as to why you even needed PIP 4, when you could 00:22:47.589 --> 00:22:50.029 just submit a PIP to do what you want to do. 00:22:50.910 --> 00:22:54.130 That's what all the other DAOs do. But what I 00:22:54.130 --> 00:22:56.829 understood is that PIP 4 kind of created like 00:22:56.829 --> 00:23:00.210 a, for my ApeCoin DAO people, like a mini banana 00:23:00.210 --> 00:23:04.519 bill, or for my Sandbox people. A mini sand chest. 00:23:04.940 --> 00:23:08.160 Where you created like a. An expedited process. 00:23:08.319 --> 00:23:12.619 Within the larger process. Or I'm sorry. For 00:23:12.619 --> 00:23:14.859 sandbox. It's the new one we're voting on now. 00:23:15.099 --> 00:23:23.240 The SGDP. The sandbox DAO grants program. I think 00:23:23.240 --> 00:23:25.579 that's the reason why it's there. But you could 00:23:25.579 --> 00:23:29.700 still. Put forth pips. For anything else you 00:23:29.700 --> 00:23:32.690 would like. But. Or you could utilize the 20 00:23:32.690 --> 00:23:37.569 % budget for PIP4. Okay, that's our comparative 00:23:37.569 --> 00:23:40.769 between the three. But let's take a look at Star 00:23:40.769 --> 00:23:50.450 Atlas DAO. Just a brief glance. Atma is the company 00:23:50.450 --> 00:23:56.809 behind Star Atlas. So if we go to LinkedIn and 00:23:56.809 --> 00:24:02.190 say, no, I don't want to join now. Can we not... 00:24:02.190 --> 00:24:10.210 Just... Just let me see it. Let me see... Oh, 00:24:10.230 --> 00:24:13.410 you're going to make me sign up for LinkedIn? 00:24:13.630 --> 00:24:18.630 No, I don't want to do that. That's annoying. 00:24:19.150 --> 00:24:25.529 That is very annoying. So anyways, there is a 00:24:25.529 --> 00:24:28.309 LinkedIn for Atma, and I was going to show you 00:24:28.309 --> 00:24:32.240 the people that work there. The CEO is... Michael 00:24:32.240 --> 00:24:38.180 Wagner. And I saw on his LinkedIn. Here we go. 00:24:39.619 --> 00:24:43.720 I saw on his LinkedIn, he's a CFA. I think that 00:24:43.720 --> 00:24:51.900 means certified financial accountant. A chartered 00:24:51.900 --> 00:24:55.220 financial analyst, maybe. Or certified. Yeah, 00:24:55.319 --> 00:25:02.880 but anyways. That seems pretty cool. What is 00:25:02.880 --> 00:25:09.480 a CFA? I'll put chartered financial analyst. 00:25:11.279 --> 00:25:14.019 Hey, Zamzor said the Star Atlas governance site 00:25:14.019 --> 00:25:17.079 launched in August of 2022. Polls holders could 00:25:17.079 --> 00:25:21.180 start staking. July 2024 date was when the official 00:25:21.180 --> 00:25:25.220 on -chain PIP1 passed to ratify. Thanks, Zamzor. 00:25:25.359 --> 00:25:34.640 I'm going to update this. So PIP1 was July 2024, 00:25:34.900 --> 00:25:41.700 and then I guess the DAO launched in August 2022, 00:25:42.160 --> 00:25:45.700 but PIP1 didn't happen until July 2024, two years 00:25:45.700 --> 00:25:48.099 later. Okay, cool. Thanks, Samsor. Appreciate 00:25:48.099 --> 00:25:52.019 that. All right. Chartered financial analyst 00:25:52.019 --> 00:25:54.519 is a globally recognized professional designation 00:25:54.519 --> 00:25:57.680 awarded by CFA Institute to individuals demonstrating 00:25:57.680 --> 00:26:00.670 expertise in investment analysis. Wealth management. 00:26:01.730 --> 00:26:09.190 Cool. Very cool. All right. So Michael Wagner, 00:26:09.490 --> 00:26:14.089 he is the CEO of Star Atlas. Yes, cool. Now I 00:26:14.089 --> 00:26:18.349 can see. And let's close up a little bit. There's 00:26:18.349 --> 00:26:23.210 Atma right there. Atma. They say Atma. And here 00:26:23.210 --> 00:26:30.980 you go. They have Atma .com. Website. automata 00:26:30.980 --> 00:26:35.799 that's right automata that's what they say so 00:26:35.799 --> 00:26:39.519 automata it's very unassuming just that cool 00:26:39.519 --> 00:26:44.180 so automata uh there's some employees one of 00:26:44.180 --> 00:26:46.940 them here is listed uh that we're about to talk 00:26:46.940 --> 00:26:54.759 about here's michael wagner and you know oh there 00:26:54.759 --> 00:26:57.539 it is china chartered financial analyst very 00:26:57.539 --> 00:27:02.259 cool so an investment Expert, sounds like. And 00:27:02.259 --> 00:27:09.279 then our general counsel for Automata is Dan 00:27:09.279 --> 00:27:13.400 Park. The only reason I'm really bringing these 00:27:13.400 --> 00:27:16.539 up is because they're actually very, very, very 00:27:16.539 --> 00:27:20.920 active in the Discord for Star Artless. And it 00:27:20.920 --> 00:27:26.039 is worthwhile to bring them up because they play 00:27:26.039 --> 00:27:30.359 a role. We're about to go. Near Dan Park, he 00:27:30.359 --> 00:27:34.519 is legal counsel for Star Atlas. Coming out of 00:27:34.519 --> 00:27:41.539 Berkeley. Also, I saw Harvard University, so 00:27:41.539 --> 00:27:47.079 very well educated. Yeah, very cool. I lived 00:27:47.079 --> 00:27:50.500 in Boston for a time, so right next door to Harvard. 00:27:50.660 --> 00:27:53.380 So anyways, I realize you all can't see what 00:27:53.380 --> 00:27:57.539 I'm saying. So the general counsel for Automata. 00:27:59.309 --> 00:28:02.289 Alright, and then let's take a brief look into 00:28:02.289 --> 00:28:05.690 the pips that got us here. So Star Atlas Council 00:28:05.690 --> 00:28:12.190 was pip 3. There were over 20 people for round 00:28:12.190 --> 00:28:18.230 1 of the Star Atlas Council. And then pip 6 was 00:28:18.230 --> 00:28:21.730 round 1, whereas pip 3 approved the council. 00:28:22.490 --> 00:28:25.490 Pip 6 was election number 1 with over 20 people. 00:28:27.019 --> 00:28:29.880 PIP7 was the second round of elections. It was 00:28:29.880 --> 00:28:33.880 a down selection based on if you got enough votes, 00:28:34.000 --> 00:28:36.380 I believe. Zamzer, you can correct me on that 00:28:36.380 --> 00:28:42.500 one. Zamzer in the chat said, the team from Automata 00:28:42.500 --> 00:28:44.259 is very transparent, very engaged with the community. 00:28:44.420 --> 00:28:47.039 Absolutely, Zamzer. That is exactly what I saw 00:28:47.039 --> 00:28:51.759 right away. And also, Zamzer, I'm showing on 00:28:51.759 --> 00:28:54.960 the screen. the what he said earlier which was 00:28:54.960 --> 00:28:57.259 the site was launched in august 2022 and the 00:28:57.259 --> 00:28:59.519 first paper was july 2024 thank you so much for 00:28:59.519 --> 00:29:03.740 that correction appreciate that yeah emperor 00:29:03.740 --> 00:29:07.339 emperor said um probably transparent for their 00:29:07.339 --> 00:29:12.819 own good this being around so many degens absolutely 00:29:12.819 --> 00:29:18.059 so that was pip seven and the the five who won 00:29:18.059 --> 00:29:26.430 it were jp funcracker king brian bode and And 00:29:26.430 --> 00:29:31.430 then Pip 9 adjusted the single transferable vote. 00:29:31.529 --> 00:29:34.829 I still don't fully understand it, but from what 00:29:34.829 --> 00:29:40.210 I gather is that if each voter gets a quota that 00:29:40.210 --> 00:29:41.990 they have to meet in order to be considered a 00:29:41.990 --> 00:29:44.529 winner, and if you get more than that, then that 00:29:44.529 --> 00:29:47.690 extra goes down to the next person. And so it 00:29:47.690 --> 00:29:50.910 kind of stops wasted votes is what I understand. 00:29:51.920 --> 00:29:54.240 So that was just happened like maybe a month 00:29:54.240 --> 00:29:58.059 ago. And then a few weeks ago, PIP 10 came out, 00:29:58.119 --> 00:30:05.559 which was the second council elections for, oh, 00:30:05.579 --> 00:30:07.519 excuse me, this is a second term and beyond. 00:30:07.579 --> 00:30:12.500 So PIP 10 was all about adjusting the terms. 00:30:12.720 --> 00:30:14.480 We're still going to have five council members, 00:30:14.640 --> 00:30:17.019 still going to have, instead of six month terms, 00:30:17.079 --> 00:30:21.289 now it's going to be nine month terms. That's 00:30:21.289 --> 00:30:26.269 a big change. PIP 10. And so for my SanFam people, 00:30:26.930 --> 00:30:30.470 these are what we call constitutional SIPs that 00:30:30.470 --> 00:30:35.410 only right now the sandbox admin team can do. 00:30:36.150 --> 00:30:40.109 So over in Star Atlas, they are governing, they're 00:30:40.109 --> 00:30:42.529 kind of like their own admin team. And the Star 00:30:42.529 --> 00:30:45.029 Atlas Council kind of functions as a pseudo admin 00:30:45.029 --> 00:30:50.190 team from sandbox DAO equivalent. And then PIP 00:30:50.190 --> 00:30:54.250 11 came about, which is brand new. It ends 2nd 00:30:54.250 --> 00:30:56.750 March. It's currently going voting and it's for 00:30:56.750 --> 00:31:00.190 the second council to be elected. And full disclosure 00:31:00.190 --> 00:31:03.609 is I am running. I'm running as one of those 00:31:03.609 --> 00:31:06.910 council members. So yesterday I was like rank 00:31:06.910 --> 00:31:09.750 five and then I'm in rank three. Then I was rank 00:31:09.750 --> 00:31:12.549 one. I'm rank two and then rank five again. I'm 00:31:12.549 --> 00:31:14.470 all over the place. I'm still trying to figure 00:31:14.470 --> 00:31:17.309 out what's what's happening there. But I've been 00:31:17.309 --> 00:31:19.970 I'm in the. I've been in the top five thus far, 00:31:20.210 --> 00:31:23.690 so, you know. Anyways, I'm running, full disclosure. 00:31:25.069 --> 00:31:27.710 All right, let's keep going. Let's go into the 00:31:27.710 --> 00:31:31.250 actual Star Atlas DAO website itself over here. 00:31:33.049 --> 00:31:35.630 Okay, so I want to show you, we're not going 00:31:35.630 --> 00:31:39.069 to spend too much time on these because so much 00:31:39.069 --> 00:31:41.269 of what we're going to be doing is not this and 00:31:41.269 --> 00:31:44.089 the foundation. But here's the Star Atlas DAO 00:31:44.089 --> 00:31:47.950 govern .staratlas .com website. really really 00:31:47.950 --> 00:31:51.329 cool i love how integrated it is similar to how 00:31:51.329 --> 00:31:55.309 in the sandbox style similar to how in the sandbox 00:31:55.309 --> 00:31:58.410 style they have the proposals here within the 00:31:58.410 --> 00:32:02.490 sandbox style website yeah so you can click here 00:32:02.490 --> 00:32:04.950 it will load you can connect your wallet and 00:32:04.950 --> 00:32:09.910 then vote like one of the chrysalis quest that's 00:32:09.910 --> 00:32:12.569 going on right now star atlas is doing something 00:32:12.569 --> 00:32:15.789 similar but they took it a step further and integrated 00:32:16.509 --> 00:32:20.210 a staking uh staking what they call the polis 00:32:20.210 --> 00:32:22.990 locker which is their governance token which 00:32:22.990 --> 00:32:27.869 is basically sand and land if your sandbox polis 00:32:27.869 --> 00:32:30.029 is kind of like that combined and then atlas 00:32:30.029 --> 00:32:31.589 which is kind of like their in -game currency 00:32:31.589 --> 00:32:34.029 so they have a locker where you can stake and 00:32:34.029 --> 00:32:37.029 earn rewards at the top here you've got the proposals 00:32:37.029 --> 00:32:40.690 all the way down to the first one that we'll 00:32:40.690 --> 00:32:43.549 be going over which was the star atlas dow that 00:32:43.549 --> 00:32:49.500 was These here, these right here that we're talking 00:32:49.500 --> 00:32:54.700 about. And then they have a nice treasury dashboard, 00:32:54.960 --> 00:32:57.640 which shows just how much money right now they 00:32:57.640 --> 00:33:00.279 have about 1 .6 million. And the interesting 00:33:00.279 --> 00:33:03.140 thing about Star Atlas DAO that I've come across 00:33:03.140 --> 00:33:08.019 different than ApeCoin and Sandbox is the Star 00:33:08.019 --> 00:33:13.220 Atlas DAO is already self -sufficient. The Sandbox 00:33:13.220 --> 00:33:19.680 DAO receives... endowments from the the sandbox 00:33:19.680 --> 00:33:25.259 game company but star atlas has a very very active 00:33:25.259 --> 00:33:28.339 marketplace they buy ships currency all sorts 00:33:28.339 --> 00:33:32.640 of stuff and on solana chain and the the transaction 00:33:32.640 --> 00:33:35.819 fees a percentage of that goes to funding the 00:33:35.819 --> 00:33:39.940 dow treasury so you can they already have revenue 00:33:39.940 --> 00:33:44.880 like this is where sandbox wants to go Right, 00:33:44.900 --> 00:33:47.339 so just this past month, it looks like they earned 00:33:47.339 --> 00:33:51.240 $89 ,000 in marketplace fees. And something about 00:33:51.240 --> 00:33:53.400 gang activity, they earned about half a million. 00:33:53.859 --> 00:33:55.920 That much, I don't know. I still need to figure 00:33:55.920 --> 00:33:59.900 that part out. But, no, wait, here we go. You 00:33:59.900 --> 00:34:05.240 can see for January 2025, January's revenue was 00:34:05.240 --> 00:34:09.619 $119 ,000. $102 ,000 was from in -game activity. 00:34:10.440 --> 00:34:13.320 And about $20 ,000 was from marketplace fees. 00:34:13.800 --> 00:34:16.579 So they are already, the players themselves are 00:34:16.579 --> 00:34:22.920 fueling the economy of Star Atlas. Whereas in 00:34:22.920 --> 00:34:29.320 my, that doesn't work. Let's make it unrestricted 00:34:29.320 --> 00:34:35.960 so you can see what I see. So we receive endowments 00:34:35.960 --> 00:34:40.800 from Star Atlas, dang it, from Sandbox. And let's 00:34:40.800 --> 00:34:45.579 see. which slide was it not this one oh there's 00:34:45.579 --> 00:34:47.460 some interesting facts for my starless people 00:34:47.460 --> 00:34:51.179 about sandbox we they have nft lands those lands 00:34:51.179 --> 00:34:54.699 you build on like you would minecraft and if 00:34:54.699 --> 00:34:56.900 you have one land you get 4 500 voting power 00:34:56.900 --> 00:34:59.500 per land and if you have one sand you get one 00:34:59.500 --> 00:35:02.099 voting power so sand is their token equivalent 00:35:02.099 --> 00:35:06.159 to it's kind of like a cross between polis and 00:35:06.159 --> 00:35:08.880 atlas is what they call sand and they're on the 00:35:08.880 --> 00:35:12.570 polygon Whereas, startless folks, you're on Solana. 00:35:14.090 --> 00:35:17.949 Here. So here's the budget for Sandbox. They 00:35:17.949 --> 00:35:21.130 get $15 .5 million about a year, which is roughly 00:35:21.130 --> 00:35:24.849 $4 million from the Sandbox game company. And 00:35:24.849 --> 00:35:32.050 they receive $25 .5 million in May of 2024. And 00:35:32.050 --> 00:35:33.769 that's what they've been lasting off of until 00:35:33.769 --> 00:35:38.590 they get another $15 million sand in the next 00:35:38.590 --> 00:35:42.690 month or two. And that is to keep injecting fuel 00:35:42.690 --> 00:35:45.409 into the DAO until the DAO can become self -sufficient 00:35:45.409 --> 00:35:49.929 like Star Atlas DAO is right now. And Zamzor 00:35:49.929 --> 00:35:52.690 said exactly what I'm about to get into, which 00:35:52.690 --> 00:35:58.230 is here at the top. If you click more at the 00:35:58.230 --> 00:36:00.690 top, then you'll see the ecosystem dashboard. 00:36:01.150 --> 00:36:04.389 It's managed by the econ team, which holds monthly 00:36:04.389 --> 00:36:08.170 community forums led by a guy in PhD. Oh, who 00:36:08.170 --> 00:36:12.489 is that? Samsor, who's that person? Is that a 00:36:12.489 --> 00:36:14.429 community thing or is that an automata thing? 00:36:15.989 --> 00:36:20.110 All right, and then if you click more here at 00:36:20.110 --> 00:36:22.929 the top, then you'll see locker details, emission 00:36:22.929 --> 00:36:26.429 rates. Like it's a very, very well -built backend. 00:36:26.710 --> 00:36:30.090 It is extremely well -documented. So my sandbox 00:36:30.090 --> 00:36:34.550 people, my ApeCoin DAO people, they are not nearly 00:36:34.550 --> 00:36:37.500 as detailed. Their backends are not nearly as 00:36:37.500 --> 00:36:39.400 detailed. I had to Google search so much stuff 00:36:39.400 --> 00:36:41.159 in order to get to where I am, whereas I come 00:36:41.159 --> 00:36:43.179 to StarHotList and it's like, here's a GitHub 00:36:43.179 --> 00:36:45.900 or a Gitbook. Here's a more page with all sorts 00:36:45.900 --> 00:36:48.420 of stuff in it. It was really cool. And then 00:36:48.420 --> 00:36:51.139 the white paper, economics paper, sustainment 00:36:51.139 --> 00:36:52.300 governance paper. We'll have a slide in this 00:36:52.300 --> 00:36:55.760 here in a second. But lots of cool stuff all 00:36:55.760 --> 00:36:59.380 over this website. And yeah, that's what they're 00:36:59.380 --> 00:37:03.539 working with. So let's get back into it. We were 00:37:03.539 --> 00:37:08.440 here. All right, so the DAO treasury, we just 00:37:08.440 --> 00:37:13.739 went over that, is $1 .7 million. So a little 00:37:13.739 --> 00:37:17.340 bit smaller than about maybe half the size of 00:37:17.340 --> 00:37:19.960 Sandbox DAO. And ApeCoin DAO is like hundreds 00:37:19.960 --> 00:37:23.840 of millions. So we're all small compared to them. 00:37:25.820 --> 00:37:28.280 All right, next slide is the DAO material. So 00:37:28.280 --> 00:37:31.119 this was just me doing research into Star Atlas 00:37:31.119 --> 00:37:35.150 DAO, because I'm new in terms of... Compared 00:37:35.150 --> 00:37:37.570 to Sandbox, I've been in Sandbox for maybe two, 00:37:37.690 --> 00:37:39.929 three years now. Star Artless DAO, I've been 00:37:39.929 --> 00:37:43.510 lurking in the shadows, kind of watching to see 00:37:43.510 --> 00:37:45.710 what would happen. And then November, I decided 00:37:45.710 --> 00:37:48.489 to take the plunge to really get involved because 00:37:48.489 --> 00:37:52.389 things realigned in my life. I had more free 00:37:52.389 --> 00:37:55.570 time to figure stuff out, and I was DAOing hard. 00:37:55.889 --> 00:37:58.269 And Star Artless DAO was one of the standouts. 00:37:59.530 --> 00:38:02.110 So what first began as kind of like an investigation 00:38:02.110 --> 00:38:04.800 into the lessons learned. Then became a, hey, 00:38:04.840 --> 00:38:07.099 this is a game I want to play. And now I'm running 00:38:07.099 --> 00:38:11.659 for council. All right, so Dell Treasury. All 00:38:11.659 --> 00:38:13.159 right, then let's get into the Dell material. 00:38:13.519 --> 00:38:16.099 So when you're trying to figure out what to learn 00:38:16.099 --> 00:38:22.440 about the Star Atlas. Hey, Pepe. Pepe from Sandrush. 00:38:22.880 --> 00:38:28.280 He's a very well -known sandbox person. And is 00:38:28.280 --> 00:38:32.630 currently creating a very... very useful tool 00:38:32.630 --> 00:38:37.969 for sandbox people to make building in sandbox 00:38:37.969 --> 00:38:43.530 very, very easy. So, hey. All right, so in the 00:38:43.530 --> 00:38:46.469 DAO material, there's multiple ways to get at 00:38:46.469 --> 00:38:49.869 the information that we're after. And what information 00:38:49.869 --> 00:38:51.849 are we after? We're trying to figure out about 00:38:51.849 --> 00:38:53.489 the foundation. So how do I find out about the 00:38:53.489 --> 00:38:56.150 foundation? I started reading through their white 00:38:56.150 --> 00:38:59.409 paper, their sustainment governance framework, 00:38:59.690 --> 00:39:02.329 economics paper. and you can find that by going 00:39:02.329 --> 00:39:07.690 to the star atlas website yeah as soon as it 00:39:07.690 --> 00:39:14.050 loads here in a second come on okay so in the 00:39:14.050 --> 00:39:17.989 star atlas website if you go down to click i 00:39:17.989 --> 00:39:20.650 mean you'll see it it's down here too but here's 00:39:20.650 --> 00:39:23.329 the press kit and the press kit has the papers 00:39:23.329 --> 00:39:29.889 right so i have a little screenshot of what that 00:39:29.889 --> 00:39:32.710 looks like and then as you just saw if you click 00:39:32.710 --> 00:39:37.949 the more page on the governance website so launch 00:39:37.949 --> 00:39:40.989 the governance act and here at the top right 00:39:40.989 --> 00:39:44.789 hit more if you scroll down you'll see the white 00:39:44.789 --> 00:39:46.389 paper economics paper and it's the same governance 00:39:46.389 --> 00:39:50.230 these things have a load of excellent information 00:39:50.230 --> 00:39:52.530 in them you want to read that if you want to 00:39:52.530 --> 00:39:56.090 be a star atlas it is extremely helpful to figure 00:39:56.090 --> 00:39:58.300 out what's going on here So for the white paper, 00:39:58.440 --> 00:40:00.420 I'm not going to read everything. We're here 00:40:00.420 --> 00:40:03.639 for the foundation documents. The white paper 00:40:03.639 --> 00:40:06.780 is 42 pages. It's fair. It's a good one. It gets 00:40:06.780 --> 00:40:09.300 into blockchain mechanics. Well, I can't see 00:40:09.300 --> 00:40:14.059 what I see. There we go. All right, so here's 00:40:14.059 --> 00:40:17.880 the Star Atlas white paper. And it gets into 00:40:17.880 --> 00:40:20.699 blockchain mechanics, core game mechanics, purpose 00:40:20.699 --> 00:40:24.619 of the paper. What is Star Atlas? It's a hybrid 00:40:24.619 --> 00:40:28.059 space game. Then they get into some lore, asset 00:40:28.059 --> 00:40:31.980 sales, phased approach that they have, gameplay 00:40:31.980 --> 00:40:35.860 pillars and security zones and different things 00:40:35.860 --> 00:40:40.440 you can do. And then economics. I was very interested 00:40:40.440 --> 00:40:43.119 in this. I read a lot about this. Atlas is their 00:40:43.119 --> 00:40:45.179 in -game currency. Pulse is their governance 00:40:45.179 --> 00:40:49.920 token, both of which are on Solana. And deflationary 00:40:49.920 --> 00:40:54.119 things, token burns, the value matrix was cool. 00:40:54.920 --> 00:40:58.659 i'll show that to you all real fast here i really 00:40:58.659 --> 00:41:03.280 enjoyed looking at the value matrix um take a 00:41:03.280 --> 00:41:10.119 look at that oh come on i just saw it go down 00:41:10.119 --> 00:41:14.059 later so that's 6 .2 6 .12 then market research 00:41:14.059 --> 00:41:16.300 what you know how are they positioning against 00:41:16.300 --> 00:41:18.800 everyone else the different tools they have post 00:41:18.800 --> 00:41:23.030 live growth conclusion and reference so That 00:41:23.030 --> 00:41:27.449 value metric was on page 20. All right, take 00:41:27.449 --> 00:41:30.389 a look at this. Where is it? Economics, economics. 00:41:32.469 --> 00:41:36.889 Come on, almost there. Keep going. Oh, that's 00:41:36.889 --> 00:41:41.329 cool. Competitors kind of got like a self -evaluation 00:41:41.329 --> 00:41:47.570 tool. So if you ever want to know what, how do 00:41:47.570 --> 00:41:50.739 they think they compare to Stellaris, Starbound, 00:41:51.139 --> 00:41:55.139 Star Conflict, EVE, Infinity Battlescape, Star 00:41:55.139 --> 00:41:57.880 Citizen, all these. That's a pretty cool table. 00:41:58.219 --> 00:42:01.599 It is made by them, so maybe a little bit of 00:42:01.599 --> 00:42:05.679 bias. All right, let's go. Where did it go? Where's 00:42:05.679 --> 00:42:10.219 the value matrix? There. Here's the value matrix. 00:42:10.900 --> 00:42:13.860 It kind of gives you a flowchart. I love flowcharts. 00:42:13.860 --> 00:42:16.199 They're very helpful. But this flowchart gives 00:42:16.199 --> 00:42:20.789 you what can you expect. As a token holder, how 00:42:20.789 --> 00:42:23.170 does the flow of information, how does value, 00:42:23.409 --> 00:42:27.110 how is it created? And if you are a stakeholder 00:42:27.110 --> 00:42:29.369 in the company, I think this means, like a stakeholder 00:42:29.369 --> 00:42:33.210 equity in Automata, then this is what it means. 00:42:33.409 --> 00:42:35.469 Because you've got like asset sales and all that. 00:42:35.530 --> 00:42:39.809 I think that's what it means. Equity in the Automata 00:42:39.809 --> 00:42:42.409 Corporation. And then if you're a gamer, how 00:42:42.409 --> 00:42:44.550 do you monetize? How do you own your assets? 00:42:45.030 --> 00:42:48.380 What does all that entertainment game like? gameplay 00:42:48.380 --> 00:42:52.219 loop look like this is very very cool this tells 00:42:52.219 --> 00:42:56.019 me that the team knows what they're up to i mean 00:42:56.019 --> 00:43:00.860 this white paper alone is 42 pages but like this 00:43:00.860 --> 00:43:04.340 is cool this is very very cool i paid most attention 00:43:04.340 --> 00:43:10.940 to and the economics the atlas polis i spent 00:43:10.940 --> 00:43:17.070 a lot of time reading about the uh The next thing 00:43:17.070 --> 00:43:19.309 here that we're about to go over, a sustainable 00:43:19.309 --> 00:43:21.869 governance framework. I spent a lot of time in 00:43:21.869 --> 00:43:25.630 here. All right, so it's going to download, open 00:43:25.630 --> 00:43:33.010 it. All right, so the Star Atlas. A sustainable 00:43:33.010 --> 00:43:34.849 governance framework. This is kind of like a 00:43:34.849 --> 00:43:40.369 vision statement. It is 30 pages and it's full 00:43:40.369 --> 00:43:43.070 of excellent information. Like if you are serious 00:43:43.070 --> 00:43:45.869 about investing. This is something you want to 00:43:45.869 --> 00:43:48.530 pay attention to. They go through, they have 00:43:48.530 --> 00:43:50.889 an exec sum, importance of decentralization, 00:43:51.070 --> 00:43:53.630 so they kind of go over their philosophical approach. 00:43:55.429 --> 00:44:00.750 Then they get into the state of Star Atlas. And 00:44:00.750 --> 00:44:03.210 then they get into the governance framework itself, 00:44:03.449 --> 00:44:06.489 the constitution, the council, proposal process, 00:44:06.889 --> 00:44:11.130 how they're going to govern themselves. Hold 00:44:11.130 --> 00:44:15.119 on a second. Where is my... Ooh. Maybe it's under 00:44:15.119 --> 00:44:19.420 economics. Yes, it is. It was in economics. Okay. 00:44:19.679 --> 00:44:23.300 So this is full of good information about investment 00:44:23.300 --> 00:44:25.679 things. So if you're a business person or you're 00:44:25.679 --> 00:44:27.460 an investment person, take a look at this document. 00:44:27.840 --> 00:44:31.219 It's got, I mean, it's so well made. It is so, 00:44:31.219 --> 00:44:35.460 so well made. I really enjoyed it. And it's not 00:44:35.460 --> 00:44:37.420 like it's full of fluff either. I don't know 00:44:37.420 --> 00:44:39.599 if they use chat GPT to write this. I don't think 00:44:39.599 --> 00:44:43.360 so. It is pretty precise and to the point. It 00:44:43.360 --> 00:44:46.119 was worth the read for me, at least. A lot of 00:44:46.119 --> 00:44:49.139 cool stuff about DAO language that I would use 00:44:49.139 --> 00:44:52.840 elsewhere as well. All right, and then the last 00:44:52.840 --> 00:44:56.000 thing was the economics paper. This is the one 00:44:56.000 --> 00:45:01.119 I read up and down and backwards because it had 00:45:01.119 --> 00:45:04.300 a lot of the data I needed to pull. I'm a huge 00:45:04.300 --> 00:45:06.699 data nerd. People, sorry, I just don't know that 00:45:06.699 --> 00:45:10.440 yet, but for the sandbox, I have put together 00:45:10.440 --> 00:45:16.289 a lot of... data nerd stuff let's call it such 00:45:16.289 --> 00:45:18.369 i used to do the checkbook and the scoreboard 00:45:18.369 --> 00:45:25.150 and and have kind of like these things here i 00:45:25.150 --> 00:45:27.710 haven't updated in a little bit but you know 00:45:27.710 --> 00:45:31.150 score bars to keep track of all of the sips and 00:45:31.150 --> 00:45:34.690 a checkbook i know someone in star atlas mentioned 00:45:34.690 --> 00:45:37.320 that just the other day but like an accounting 00:45:37.320 --> 00:45:40.340 sheet of the categories and how much they were 00:45:40.340 --> 00:45:42.760 spending or underspending. I created that one. 00:45:43.699 --> 00:45:47.559 Just keep track of it. So the economics paper 00:45:47.559 --> 00:45:52.780 had some very interesting things. Resource management, 00:45:52.820 --> 00:45:56.500 which is all mostly in -game stuff. Tokenomics, 00:45:56.679 --> 00:45:59.559 cool. I like tokenomics, it's great. But what 00:45:59.559 --> 00:46:04.099 really got me was... Where is it? It must be 00:46:04.099 --> 00:46:09.539 turned around here. Is it this one? Not the white 00:46:09.539 --> 00:46:13.599 paper, is it? Oh, there it is. Yeah, so it is 00:46:13.599 --> 00:46:20.280 in the tokenomics. So this 3 .2, page 14. When 00:46:20.280 --> 00:46:25.619 I wanted to figure out, you know, was it a good 00:46:25.619 --> 00:46:28.380 investment and learning what is the long -term 00:46:28.380 --> 00:46:34.659 value for these things, I went here. They have 00:46:34.659 --> 00:46:37.769 excellent descriptions. And I could trace this 00:46:37.769 --> 00:46:41.170 into the data itself. So on their governor's 00:46:41.170 --> 00:46:44.530 website, the lockers here. So very, very cool 00:46:44.530 --> 00:46:46.849 stuff. I've thoroughly enjoyed reading it. I 00:46:46.849 --> 00:46:49.010 think I'll do a podcast episode just by itself 00:46:49.010 --> 00:46:54.289 for that. Okay, let's get back on track because 00:46:54.289 --> 00:46:56.730 I took a little bit longer there than I wanted 00:46:56.730 --> 00:47:01.769 to, but ultimately it was good. It was good to 00:47:01.769 --> 00:47:05.679 talk about it. We're here. of the Star Atlas 00:47:05.679 --> 00:47:09.280 Foundation. Now, the foundation is the legal 00:47:09.280 --> 00:47:11.380 entity that underpins everything that they do. 00:47:13.000 --> 00:47:15.380 I've been investigating foundation companies 00:47:15.380 --> 00:47:19.360 because of their importance and how DAOs are 00:47:19.360 --> 00:47:21.920 run if you are a Grand Canyon Islands foundation 00:47:21.920 --> 00:47:24.900 company. There are a lot of things happening 00:47:24.900 --> 00:47:28.079 underneath the surface that I wanted to excavate. 00:47:28.139 --> 00:47:31.099 I wanted to explore. It's my personality type. 00:47:31.199 --> 00:47:36.150 I like that stuff. And I found... a ton of information 00:47:36.150 --> 00:47:38.710 a lot of things i didn't expect whenever that 00:47:38.710 --> 00:47:42.670 a lot when we talked about arena of cayman islands 00:47:42.670 --> 00:47:49.230 law and also even 60 when we read through sandbox 00:47:49.230 --> 00:47:53.010 style documents but we learned a lot learned 00:47:53.010 --> 00:48:00.170 a lot about cayman islands so as i started exploring 00:48:00.170 --> 00:48:02.429 foundation companies i learned a lot of other 00:48:02.429 --> 00:48:06.000 dials Also, our foundation companies, such as 00:48:06.000 --> 00:48:10.780 ApeCoinDAO and StarHotListDAO, as well as SandboxDAO. 00:48:11.800 --> 00:48:14.940 So, where do I go to find DAO documents? The 00:48:14.940 --> 00:48:17.059 important DAO documents that are registered with 00:48:17.059 --> 00:48:19.920 the Grand Cayman Islands. It actually wasn't 00:48:19.920 --> 00:48:23.420 in the place I thought. For all of the other 00:48:23.420 --> 00:48:26.400 things that are happening, where the other documents 00:48:26.400 --> 00:48:31.619 are pretty easily to find, if you go to Govern. 00:48:32.489 --> 00:48:36.610 If you go to govern over here, you go to more, 00:48:36.650 --> 00:48:39.030 like I showed you earlier, there's economics 00:48:39.030 --> 00:48:41.769 paper, there's a white paper. If you go to their 00:48:41.769 --> 00:48:48.630 website, this website, then it's right there 00:48:48.630 --> 00:48:53.989 on the left. I mean, you go there. You can find 00:48:53.989 --> 00:48:56.510 these documents everywhere. But where do you 00:48:56.510 --> 00:49:00.610 find the corporate documents that are required 00:49:00.610 --> 00:49:04.619 to be filed? or a foundation company in the Grand 00:49:04.619 --> 00:49:07.440 Cayman Islands. As we learned, because of the 00:49:07.440 --> 00:49:12.139 acts and regulations of a foundation company, 00:49:12.340 --> 00:49:14.320 there are certain legal documents you have to 00:49:14.320 --> 00:49:16.039 file, and then there's a corporate structure, 00:49:16.320 --> 00:49:18.440 there's a director, there's officers, there's 00:49:18.440 --> 00:49:20.659 supervisors, secretaries, all sorts of stuff 00:49:20.659 --> 00:49:24.320 that you need to run a company, but for a DAO. 00:49:24.880 --> 00:49:27.300 And so where are those documents? Turns out, 00:49:27.320 --> 00:49:31.199 those documents are in one of two places. And 00:49:31.199 --> 00:49:36.059 I found it here first, in their Discord. If you 00:49:36.059 --> 00:49:39.780 go to their DAO chat in Star Atlas Discord, go 00:49:39.780 --> 00:49:43.239 to one of the pinned tweets, and Dan Park, if 00:49:43.239 --> 00:49:44.980 you remember the name earlier, he is the general 00:49:44.980 --> 00:49:50.340 counsel for Star Atlas Atoma. Atomata. I keep 00:49:50.340 --> 00:49:54.659 saying that wrong. Atomata. Atomata. He posted 00:49:54.659 --> 00:49:57.880 the Memorandum of Association and the Articles 00:49:57.880 --> 00:50:00.090 of Association. which were pretty much the incorporating 00:50:00.090 --> 00:50:03.489 documents for Star Atlas Foundation. It's there 00:50:03.489 --> 00:50:08.130 in Discord. What I didn't know is that the awesome 00:50:08.130 --> 00:50:10.989 folks of Star Atlas Council First Generation, 00:50:11.610 --> 00:50:20.389 Funcracker, Jerome Carlos, JP, King Brian, Bodhi, 00:50:20.510 --> 00:50:27.389 they all created a Git book. And in that Git 00:50:27.389 --> 00:50:32.269 book, They put the knowledge base of Star Atlas. 00:50:34.409 --> 00:50:37.349 And here, if you scroll down to under Foundation, 00:50:37.670 --> 00:50:41.309 scroll down the bottom, you'll see, there it 00:50:41.309 --> 00:50:45.969 is. Also there. What I learned about this document 00:50:45.969 --> 00:50:48.429 is that it's actually two -in -one. It is combined 00:50:48.429 --> 00:50:51.750 memorandum and articles. So it's only 16 pages, 00:50:51.929 --> 00:50:53.969 so it's not going to take that long to get through 00:50:53.969 --> 00:50:57.769 it. But in the Git book, you can also find it 00:50:57.769 --> 00:51:00.139 there. These documents are very important for 00:51:00.139 --> 00:51:03.579 any foundation company and how they're run, all 00:51:03.579 --> 00:51:07.480 of that. So we are going to start into that. 00:51:07.699 --> 00:51:14.280 Let's open it up. And here we are. We're going 00:51:14.280 --> 00:51:16.719 to read through this just like we did Sandbox. 00:51:17.099 --> 00:51:21.480 And like I said, 16 pages. It's simple compared 00:51:21.480 --> 00:51:23.880 to Sandbox style, which is surprising because 00:51:23.880 --> 00:51:28.539 Sandbox style is... Like an iceberg. You think 00:51:28.539 --> 00:51:30.820 you know, understand everything, but it's part 00:51:30.820 --> 00:51:35.559 of Animoca Brands. It's one of the top metaverses 00:51:35.559 --> 00:51:39.480 around. Animoca Brands is the largest, I'm pretty 00:51:39.480 --> 00:51:42.179 sure it's the largest Web3 company in the world 00:51:42.179 --> 00:51:46.579 with over 400 subsidiaries. It is crazy huge, 00:51:46.659 --> 00:51:49.099 of which Sandbox is one of them. I went over 00:51:49.099 --> 00:51:55.599 all of that in Sandow 34 when we went over the 00:51:55.599 --> 00:51:58.900 relationship map. And we kind of traced the lineage 00:51:58.900 --> 00:52:02.159 of the Sandbox company, where it's headquartered 00:52:02.159 --> 00:52:06.159 in Malta, owned by Sandbox Gaming Limited. That's 00:52:06.159 --> 00:52:08.019 when we say Sandbox Game Company. That's what 00:52:08.019 --> 00:52:09.780 we're talking about. Whereas the Sandbox Game 00:52:09.780 --> 00:52:13.760 is just the game. And then that is owned by Bacasable 00:52:13.760 --> 00:52:16.519 Global Limited, which Bacasable in French means 00:52:16.519 --> 00:52:19.639 sandbox. Did not know that. That's owned by Animoca 00:52:19.639 --> 00:52:25.849 Brands and thus the Circle of Life. And Star 00:52:25.849 --> 00:52:29.050 Atlas, it's much more straightforward. Star Atlas 00:52:29.050 --> 00:52:33.329 is owned by Automata, which is what we showed 00:52:33.329 --> 00:52:41.030 earlier. It's here. No, not there. There, there. 00:52:41.210 --> 00:52:44.869 No, no, get closer. There we go. And Automata. 00:52:46.570 --> 00:52:51.050 Oh man, not you again. Come on, come on. There 00:52:51.050 --> 00:52:54.369 we go. So it's owned by Automata, which the CEO, 00:52:56.000 --> 00:53:01.420 is Michael Wagner and, you know, Automata. Here 00:53:01.420 --> 00:53:04.039 it is. So Automata owns the game Star Atlas. 00:53:04.679 --> 00:53:07.380 Star Atlas Foundation, separate legal entity, 00:53:07.460 --> 00:53:10.820 is in the Grand Cayman Islands. That's it. There's 00:53:10.820 --> 00:53:13.599 no, like, subsidiary tree that I could find that 00:53:13.599 --> 00:53:16.460 I needed to talk about. If there is, then I missed 00:53:16.460 --> 00:53:17.980 it and I'll have to make another episode about 00:53:17.980 --> 00:53:23.480 it. But here we are talking about Star Atlas 00:53:23.480 --> 00:53:29.420 Foundation. the legal entity behind the Star 00:53:29.420 --> 00:53:32.059 Atlas DAO. All right, so here we go. Up at the 00:53:32.059 --> 00:53:35.239 top right, we see what we normally see, the stamp, 00:53:35.380 --> 00:53:39.380 Exempted Foundation Company registered on September 00:53:39.380 --> 00:53:43.659 2022. So this company has been around, this foundation 00:53:43.659 --> 00:53:45.239 company has been around for quite a long time. 00:53:45.460 --> 00:53:48.619 That's very surprising to see. Why the separation? 00:53:48.940 --> 00:53:50.840 In fact, that's my first question. So for all 00:53:50.840 --> 00:53:55.789 you who are Star Atlasians, And you don't know 00:53:55.789 --> 00:53:57.869 how I do things. I screen share a lot. So you 00:53:57.869 --> 00:54:00.630 see like things all over the place and I take 00:54:00.630 --> 00:54:05.429 notes in real time. So I already had one question, 00:54:05.510 --> 00:54:08.510 which why doesn't it have a founder? We'll get 00:54:08.510 --> 00:54:11.210 into what that means later on. Actually, I already 00:54:11.210 --> 00:54:14.849 did my TLDR. So this page right here, a TLDR 00:54:14.849 --> 00:54:19.190 is in the TLDR. A founder is kind of like a unique 00:54:19.190 --> 00:54:22.670 role that can kind of be granted superpowers, 00:54:22.889 --> 00:54:26.489 superhuman powers. And in normal corporations, 00:54:26.650 --> 00:54:29.449 you have shareholders, you have CEOs, directors, 00:54:29.630 --> 00:54:32.750 presidents, all that. And the directors have 00:54:32.750 --> 00:54:35.250 a fiduciary, the shareholders, excuse me, the 00:54:35.250 --> 00:54:38.309 CEOs have a fiduciary duty to maximize shareholder 00:54:38.309 --> 00:54:40.449 value. The shareholders are people who have that 00:54:40.449 --> 00:54:43.210 units of ownership, right? So that share capital 00:54:43.210 --> 00:54:48.210 right here. But within the foundation company, 00:54:48.369 --> 00:54:52.969 there are no share capital. There are no units 00:54:52.969 --> 00:54:55.659 of ownership. So who then is your shareholder? 00:54:55.960 --> 00:54:59.559 Well, one of them could be the founder. One of 00:54:59.559 --> 00:55:01.960 them could be the beneficiaries. There are a 00:55:01.960 --> 00:55:03.880 lot of different ways you can shape a foundation 00:55:03.880 --> 00:55:10.400 company. And in sandbox, we have a founder who 00:55:10.400 --> 00:55:13.320 has like superpowers. And that founder is almost 00:55:13.320 --> 00:55:16.199 like the first person who started the DAO to 00:55:16.199 --> 00:55:20.179 keep it on track. And that founder is not beholden 00:55:20.179 --> 00:55:22.800 to shareholders. So they kind of have a broad... 00:55:23.559 --> 00:55:27.739 broad scope of abilities that is separate and 00:55:27.739 --> 00:55:30.659 distinct from the director who has control of 00:55:30.659 --> 00:55:33.360 the company. They have the responsibility to 00:55:33.360 --> 00:55:35.380 run the company day to day. But the founder's 00:55:35.380 --> 00:55:38.219 kind of like your ace in the hole. And the person 00:55:38.219 --> 00:55:42.179 who, you know, keeps the foundation company on 00:55:42.179 --> 00:55:45.440 track if things go haywire. And it's normally, 00:55:45.639 --> 00:55:47.900 you know, like the first person, the founder 00:55:47.900 --> 00:55:53.429 of company. I think it's Seb. or Arthur, the 00:55:53.429 --> 00:55:55.750 dude, who are co -founders of the Sandbox Game 00:55:55.750 --> 00:55:58.550 Company, I don't know for sure because it doesn't 00:55:58.550 --> 00:56:02.449 say. But over here in Star Atlas, though, so 00:56:02.449 --> 00:56:05.690 much simpler. So much simpler. It's probably 00:56:05.690 --> 00:56:10.030 why both documents are 16 pages, whereas in Sandbox, 00:56:10.050 --> 00:56:15.289 it's many more than that. Six hours worth. So, 00:56:15.369 --> 00:56:19.619 we see the seal. And when we do the entity search 00:56:19.619 --> 00:56:25.099 later on, you'll see what that means. Let's start 00:56:25.099 --> 00:56:28.000 reading. The Companies Act, which we know is 00:56:28.000 --> 00:56:31.639 the governing body of law for the Grand Cayman 00:56:31.639 --> 00:56:34.940 Islands. And the Foundation Companies Act, also 00:56:34.940 --> 00:56:38.079 a very important body of law. The Memorandum 00:56:38.079 --> 00:56:41.260 of Association of Star Atlas Foundation. Remember 00:56:41.260 --> 00:56:44.380 in the TLDR? I'll show down here in the bottom 00:56:44.380 --> 00:56:48.539 left. Whereas bottom center of my screen, the 00:56:48.539 --> 00:56:59.480 TLDR, remember that the memo, the memo of association 00:56:59.480 --> 00:57:03.820 creates the foundation company. Okay? Whereas 00:57:03.820 --> 00:57:06.320 the articles, which is also embedded in the 16 00:57:06.320 --> 00:57:08.800 -page document, describes how it will operate, 00:57:08.960 --> 00:57:13.019 kind of like the rules. And you have optional 00:57:13.019 --> 00:57:16.690 bylaws to further established rules. But I didn't 00:57:16.690 --> 00:57:20.489 see any bylaws for a foundation, sorry, this 00:57:20.489 --> 00:57:25.710 foundation. A foundation company, which we learned 00:57:25.710 --> 00:57:29.030 was a foundation company. It is a type of company 00:57:29.030 --> 00:57:34.269 within the Grand Cayman Islands. And limited 00:57:34.269 --> 00:57:37.849 by guarantee. Limited by guarantee, we learned 00:57:37.849 --> 00:57:41.869 in Sandow 56, means that the members of the foundation 00:57:41.869 --> 00:57:45.210 company only lose what they put into the company. 00:57:45.469 --> 00:57:47.289 And normally that's like, I don't know, you'll 00:57:47.289 --> 00:57:51.869 put up $10 ,000 or you'll give them a car or 00:57:51.869 --> 00:57:57.110 a building or assets or money. That is what they're 00:57:57.110 --> 00:58:00.969 limited to. And in this document, I expect to 00:58:00.969 --> 00:58:05.369 see what that limit is. What did the founders 00:58:05.369 --> 00:58:10.250 or the people who created this, probably the 00:58:10.250 --> 00:58:12.789 subscriber, And the director and the members, 00:58:12.869 --> 00:58:15.949 what do they guarantee to give the company? All 00:58:15.949 --> 00:58:18.570 right. And then without any share capital. And 00:58:18.570 --> 00:58:20.750 again, as we talked about already, it means no 00:58:20.750 --> 00:58:24.250 shares. Shares can be thought of as units of 00:58:24.250 --> 00:58:27.809 ownership in a company. And most companies have 00:58:27.809 --> 00:58:33.909 to maximize shareholder value. And the CEOs, 00:58:34.030 --> 00:58:35.610 presidents all have fiduciary responsibility 00:58:35.610 --> 00:58:39.780 to the shareholder. We learned with our friends 00:58:39.780 --> 00:58:47.139 over in Walker's Global, Melissa and Carolyn 00:58:47.139 --> 00:58:52.000 from Walker's Global, practicing lawyers in the 00:58:52.000 --> 00:58:57.000 foundation and in the... I'm tripping all over 00:58:57.000 --> 00:59:03.699 myself right now. Practicing lawyers at Cayman 00:59:03.699 --> 00:59:09.579 Islands that... There are no shareholders in 00:59:09.579 --> 00:59:13.300 a foundation company, but the directors still 00:59:13.300 --> 00:59:16.039 have a fiduciary responsibility to the company. 00:59:16.260 --> 00:59:18.260 Who do they have a fiduciary responsibility to? 00:59:18.900 --> 00:59:20.760 I'm not quite sure. That's what I want to get 00:59:20.760 --> 00:59:23.460 the lawyers back on. I think they have a fiduciary 00:59:23.460 --> 00:59:26.099 responsibility to the objects of a foundation 00:59:26.099 --> 00:59:30.019 company or its beneficiaries. I don't know. I 00:59:30.019 --> 00:59:32.199 need to ask them that question when they come 00:59:32.199 --> 00:59:36.320 back, if I can get them back on. Or maybe I'll 00:59:36.320 --> 00:59:40.460 just ask Dan. Maybe Dan knows. Star Atlas. I've 00:59:40.460 --> 00:59:46.019 never seen the legal counsel so involved in a 00:59:46.019 --> 00:59:48.639 community before, in a gaming community. I think 00:59:48.639 --> 00:59:49.940 it's one of the first times I've ever seen that 00:59:49.940 --> 00:59:52.760 happen. So that's why I listed out Dan Park, 00:59:52.940 --> 01:00:01.760 because he's so involved, transparent. It's really 01:00:01.760 --> 01:00:04.380 cool. Really cool to see. So is the CEO, Michael 01:00:04.380 --> 01:00:09.610 Wagner. So let's make that part of it. Who does 01:00:09.610 --> 01:00:22.409 the fiduciary? Who does the director have a fiduciary 01:00:22.409 --> 01:00:26.590 to? That's the wrong way to word that. Who is 01:00:26.590 --> 01:00:34.210 the director a fiduciary of? There we go. Is 01:00:34.210 --> 01:00:38.269 it the objects of Foundation Company? Members? 01:00:39.909 --> 01:00:44.070 Beneficiaries? Alright, so again, we're just 01:00:44.070 --> 01:00:47.929 writing down questions as we go along. Alright? 01:00:49.570 --> 01:00:54.489 So that's a question I did not think to ask until 01:00:54.489 --> 01:00:58.769 now. And why does Star Atlas not have a founder? 01:00:58.989 --> 01:01:01.889 We'll get into that. Y 'all don't have a founder, 01:01:02.030 --> 01:01:06.849 Star Atlas people. Sandbox does. All right, and 01:01:06.849 --> 01:01:10.489 then here we go. Walkers. Walkers Global. I did 01:01:10.489 --> 01:01:14.230 not know Walkers Global represented Star Atlas 01:01:14.230 --> 01:01:19.809 or Ape Coindow until I talked to them. So give 01:01:19.809 --> 01:01:24.489 that one a listen. That was free advice. It wasn't 01:01:24.489 --> 01:01:29.230 legal advice, but that was free knowledge. Right? 01:01:29.889 --> 01:01:33.059 Sandow59, part three of Foundation Company. A 01:01:33.059 --> 01:01:35.780 brief from Cayman Island lawyers. Not legal advice. 01:01:36.039 --> 01:01:40.699 It was, however, great knowledge and education. 01:01:43.159 --> 01:01:46.679 Okay, so Walker's Global. We already know who 01:01:46.679 --> 01:01:50.480 they are. And I can already tell, so they're 01:01:50.480 --> 01:01:53.519 the law firm, looks like legal counsel, to help 01:01:53.519 --> 01:01:57.219 provide some management services or company services 01:01:57.219 --> 01:02:03.789 to start this foundation back in 2022. All right. 01:02:05.150 --> 01:02:06.650 It's already starting to piece some things together. 01:02:09.329 --> 01:02:12.429 All right. And before I get into section one 01:02:12.429 --> 01:02:16.110 here, I'm going to take a quick break. I've already 01:02:16.110 --> 01:02:19.369 been at this for an hour. Oh, darn it. I'm going 01:02:19.369 --> 01:02:21.010 to need to step on it because I don't want to 01:02:21.010 --> 01:02:25.309 end up doing six hours again. Hey, Siggy. Good 01:02:25.309 --> 01:02:27.789 to see you in chat. Hey, Pepe. Good to see you. 01:02:30.250 --> 01:02:36.820 Siggy Sat. Yuma. Samsor, Emperor, thank you all 01:02:36.820 --> 01:02:42.059 for sticking with me. Really good to see you 01:02:42.059 --> 01:02:47.679 all. All right. Where do we leave off? We just 01:02:47.679 --> 01:02:54.320 started. Oh, Lord. Okay. So we were just getting 01:02:54.320 --> 01:02:58.300 into Star Atlas Foundation documents. And again, 01:02:58.320 --> 01:03:00.639 these are extremely important documents for the 01:03:00.639 --> 01:03:03.400 running of... Star Atlas Foundation. If you are 01:03:03.400 --> 01:03:05.940 into DAO governance, you want to know these documents. 01:03:07.559 --> 01:03:09.480 Interestingly enough, though, for Star Atlas, 01:03:09.679 --> 01:03:11.719 and this is the first time I've seen this, so 01:03:11.719 --> 01:03:15.199 huge kudos to Star Atlas, by the way, they don't 01:03:15.199 --> 01:03:18.480 just have founding documents, the articles and 01:03:18.480 --> 01:03:26.219 memos. They have a whole PDF framework. Their 01:03:26.219 --> 01:03:29.360 white paper talks about their DAO. So does Sandbox. 01:03:29.769 --> 01:03:32.510 The Sandbox's white paper also talks about the 01:03:32.510 --> 01:03:36.050 DAO, but not near the degree that Star Atlas 01:03:36.050 --> 01:03:41.190 does. It has its own sections in the white paper. 01:03:42.769 --> 01:03:46.349 And then the Sustainable Governance Framework 01:03:46.349 --> 01:03:48.670 also talks a lot about the DAO. So does the economics 01:03:48.670 --> 01:03:51.829 paper. All of these things are propping up as 01:03:51.829 --> 01:03:54.329 pillars. I feel like I want to do another episode 01:03:54.329 --> 01:03:57.309 just on these documents because I feel like there's 01:03:57.309 --> 01:04:01.099 a flowchart here. Really could be beneficial. 01:04:01.099 --> 01:04:06.579 Similar. Very similar to my. My ecosystem one. 01:04:06.739 --> 01:04:10.599 My sandbox ecosystem. I love doing ecosystem 01:04:10.599 --> 01:04:16.420 websites. Episodes. So here I have. In Sandal 01:04:16.420 --> 01:04:20.579 31. I have an introduction. To the sandbox ecosystem. 01:04:21.960 --> 01:04:31.219 And. I go through. You know how here on the, 01:04:31.380 --> 01:04:38.019 look right down there. See how ecosystem, in 01:04:38.019 --> 01:04:39.519 the very, very beginning, I talked about the 01:04:39.519 --> 01:04:41.400 people, the product, and the purpose, and all 01:04:41.400 --> 01:04:45.880 that? That's this episode right here. This one. 01:04:46.380 --> 01:04:49.159 That's this episode right here. And I go through 01:04:49.159 --> 01:04:53.639 all of them in depth. I kind of pull apart the 01:04:53.639 --> 01:04:57.840 whole ecosystem, and I talk about how each facet 01:04:57.840 --> 01:05:02.889 of the ecosystem, interacts with each other. 01:05:03.829 --> 01:05:08.389 And then we examined what were the leaders saying, 01:05:08.690 --> 01:05:11.070 the different podcast episodes where they're 01:05:11.070 --> 01:05:13.230 talking. These are the founders on podcasts and 01:05:13.230 --> 01:05:17.170 stuff. We go through that a lot. And it's awesome. 01:05:17.269 --> 01:05:20.849 It was great. Here's a few seconds of it. Hi. 01:05:22.090 --> 01:05:25.949 Today, why are we here? Today we're going to 01:05:25.949 --> 01:05:29.889 be talking about what is the sandbox and a summary 01:05:29.889 --> 01:05:33.050 of it. Just my perspective. So what is a sandbox? 01:05:33.329 --> 01:05:36.090 It basically revolves around three segments, 01:05:36.210 --> 01:05:39.050 three groups of things that are happening all 01:05:39.050 --> 01:05:43.969 at once. Three activities. The product, the people, 01:05:44.110 --> 01:05:52.210 and the purpose. So, that was episode 31. Star 01:05:52.210 --> 01:05:55.130 Atlas goes much deeper than I originally thought. 01:05:55.829 --> 01:05:58.590 I may want to do a whole ecosystem on Star Atlas 01:05:58.590 --> 01:06:03.639 in the future. I love doing that stuff. It's 01:06:03.639 --> 01:06:09.099 so much fun. But we're here. Keep getting distracted. 01:06:09.360 --> 01:06:12.880 My bad. Memo of association. Let's go back to 01:06:12.880 --> 01:06:18.320 it. So. Section one. The name of the foundation 01:06:18.320 --> 01:06:21.219 company is Star Atlas Foundation. The foundation 01:06:21.219 --> 01:06:25.559 company. Cool. Easy enough. Section two. The 01:06:25.559 --> 01:06:27.500 registered office of the foundation company. 01:06:27.920 --> 01:06:30.599 will be situated at the offices of walkers corporate 01:06:30.599 --> 01:06:33.940 limited and then there is the address let's take 01:06:33.940 --> 01:06:35.380 a look at that address because i want to know 01:06:35.380 --> 01:06:39.059 where they are compared to everybody else all 01:06:39.059 --> 01:06:43.280 right so we're going to go to maps .google very 01:06:43.280 --> 01:06:47.260 sweet and then let's put in the address that 01:06:47.260 --> 01:06:54.719 we just saw and that's the address right there 01:06:56.750 --> 01:06:59.750 All right, where are we? Oh, okay, we're right 01:06:59.750 --> 01:07:02.650 down. So see this South Church Street right here? 01:07:03.929 --> 01:07:05.730 Maybe it'd be better if I do it like this. There 01:07:05.730 --> 01:07:08.349 we go. See this South Church Street? Okay, this 01:07:08.349 --> 01:07:10.570 is the business district that I was talking about 01:07:10.570 --> 01:07:17.710 earlier in one of the recap. It was this slide 01:07:17.710 --> 01:07:21.949 right here. See this slide? This one where we 01:07:21.949 --> 01:07:25.309 thought that right there are these three buildings. 01:07:26.480 --> 01:07:31.579 Right here. See? So that's where the sandbox 01:07:31.579 --> 01:07:34.800 tower is. Right over here. And Walker's Global 01:07:34.800 --> 01:07:37.940 is just of, like, what? Looks like a 10 -minute 01:07:37.940 --> 01:07:42.199 drive. And there's Walker's Global. That building 01:07:42.199 --> 01:07:45.019 right there. So that's cool. So that's where 01:07:45.019 --> 01:07:49.380 you all are. Sorry, Atlas people. That's where 01:07:49.380 --> 01:07:51.760 your office is in the foundation company. And 01:07:51.760 --> 01:07:57.210 again, this is in Georgetown. of Grand Cayman 01:07:57.210 --> 01:07:59.349 Islands. I didn't realize this, but apparently 01:07:59.349 --> 01:08:03.150 there are five different islands, as our lawyers 01:08:03.150 --> 01:08:06.110 from practicing within the Grand Cayman Islands 01:08:06.110 --> 01:08:07.809 told us. The Grand Cayman Islands is just the 01:08:07.809 --> 01:08:09.909 biggest one. Alright, and there's Grand Cayman 01:08:09.909 --> 01:08:12.329 Islands. Zoom out. It's next to Jamaica, Cuba, 01:08:12.670 --> 01:08:16.369 Honduras, Nicaragua, and there you go. Tiny little 01:08:16.369 --> 01:08:24.119 island right in there. Cool. Alright. At the 01:08:24.119 --> 01:08:26.819 offices of its secretary, for the time being, 01:08:27.020 --> 01:08:29.359 I guess that means they might change it later 01:08:29.359 --> 01:08:33.140 on. Section 3. The foundation company's initial 01:08:33.140 --> 01:08:35.779 secretary shall be Walker's Corporate Limited 01:08:35.779 --> 01:08:38.880 or such other qualified person as defined in 01:08:38.880 --> 01:08:40.420 the Foundation Companies Act. Which basically 01:08:40.420 --> 01:08:44.939 means anyone who is licensed. And the licensing 01:08:44.939 --> 01:08:51.340 of the secretary is done by the CEMA, the Cayman 01:08:51.340 --> 01:08:54.770 Islands Monetary Authority. They license secretaries, 01:08:54.789 --> 01:08:57.109 and secretaries have to go through this long 01:08:57.109 --> 01:09:02.369 process of getting a license, and foundation 01:09:02.369 --> 01:09:04.729 companies must have a licensed secretary to operate 01:09:04.729 --> 01:09:11.689 within the regulations. So that is very, very 01:09:11.689 --> 01:09:17.090 important. Siggy said, fun fact, in the early 01:09:17.090 --> 01:09:20.510 days of Star Atlas, there was a team about... 01:09:22.210 --> 01:09:26.930 Five economists helping build the game, tokenomics, 01:09:27.029 --> 01:09:30.109 econ documents along with Wagner. Now there's 01:09:30.109 --> 01:09:32.369 currently Chris above and Gareth. Okay, cool. 01:09:32.609 --> 01:09:38.510 Thanks, Siggy. All right. We just did section 01:09:38.510 --> 01:09:42.989 three. Section four, the foundation company is 01:09:42.989 --> 01:09:44.810 a company within the mean of the Companies Act 01:09:44.810 --> 01:09:49.649 and a foundation company within the mean of Foundation 01:09:49.649 --> 01:09:53.529 Companies Act 2017. And we went over that with 01:09:53.529 --> 01:09:57.329 our regulation stack. Here, under our recap, 01:09:57.569 --> 01:10:01.550 go to Sandow56 for a deep dive into those documents. 01:10:01.670 --> 01:10:04.869 That one took three hours because it was hundreds 01:10:04.869 --> 01:10:09.750 of pages long, and I summarized them. So, three 01:10:09.750 --> 01:10:12.810 -hour summary of a couple, few hundred pages 01:10:12.810 --> 01:10:18.170 worth of documents. It was very, very complex, 01:10:18.369 --> 01:10:23.180 but it took me months to figure out. So, they, 01:10:23.619 --> 01:10:28.600 Star Atlas, is putting in their foundation companies... 01:10:28.600 --> 01:10:31.920 Star Atlas Foundation is putting in their foundation 01:10:31.920 --> 01:10:35.199 documents. These are the laws that they're recognizing. 01:10:35.479 --> 01:10:40.380 So, pretty standard so far. And here we go. Section 01:10:40.380 --> 01:10:43.140 5. The objects for which the foundation company 01:10:43.140 --> 01:10:48.569 is established are... Section A. To perform services 01:10:48.569 --> 01:10:50.890 to implement, improve, and sustain aspects of 01:10:50.890 --> 01:10:53.409 the Star Atlas Metaverse and ecosystem. Specifically, 01:10:53.670 --> 01:10:55.930 without limitation, the Foundation is empowered 01:10:55.930 --> 01:10:59.310 to Section I. Support and finance appropriate 01:10:59.310 --> 01:11:01.229 research and development activities and projects. 01:11:01.449 --> 01:11:05.390 Section 2. Promote and educate the public on 01:11:05.390 --> 01:11:07.409 the Star Atlas Metaverse and ecosystem. Section 01:11:07.409 --> 01:11:09.630 3. Promote the usage, growth, and contribution 01:11:09.630 --> 01:11:12.710 to the Star Atlas Metaverse and ecosystem. Section 01:11:12.710 --> 01:11:16.489 4. Issue, receive, spend, and hold digital assets. 01:11:17.329 --> 01:11:20.449 Section 5. Engage with various parts of businesses, 01:11:20.729 --> 01:11:23.329 partners, banks, regulators, authorities, and 01:11:23.329 --> 01:11:27.010 other partners. Interesting. I have a question 01:11:27.010 --> 01:11:31.970 now. They mentioned the term digital assets and 01:11:31.970 --> 01:11:35.510 a part of this regulation stack here. One of 01:11:35.510 --> 01:11:38.130 the questions I had for a sandbox style was, 01:11:38.250 --> 01:11:40.789 does the Virtual Asset Service Provider Act apply? 01:11:41.369 --> 01:11:44.109 And one of the things that it asked was, does 01:11:44.109 --> 01:11:49.270 it hold digital assets? So does this mean that 01:11:49.270 --> 01:11:54.529 SAR Atlas, the VASP Act, is now applicable? Virtual 01:11:54.529 --> 01:11:57.470 Asset Service Provider Act? So let's ask that 01:11:57.470 --> 01:12:09.569 as our question. So this is section 5A. Star 01:12:09.569 --> 01:12:18.270 Atlas does the vast act apply to Star Atlas Foundation. 01:12:18.569 --> 01:12:25.289 And we're going to reference section five. Okay. 01:12:25.729 --> 01:12:29.470 Because that one's talking about old digital 01:12:29.470 --> 01:12:35.590 assets. And so that's someone right there. And 01:12:37.449 --> 01:12:43.029 All right, let's keep going. And five, the objects 01:12:43.029 --> 01:12:45.250 for which the foundation company is established 01:12:45.250 --> 01:12:48.569 are, and we're now at section B, to do all such 01:12:48.569 --> 01:12:51.090 things as in the opinion of the directors are 01:12:51.090 --> 01:12:53.649 or may be incidental or conducive to the above 01:12:53.649 --> 01:12:56.789 objects or any of them. Basically means whatever 01:12:56.789 --> 01:12:58.810 they want. That's basically what that means. 01:12:58.930 --> 01:13:00.949 I had already kind of said that in section A, 01:13:01.069 --> 01:13:03.590 where it says specifically without limitation. 01:13:06.890 --> 01:13:09.010 Kind of already giving yourself free reign just 01:13:09.010 --> 01:13:13.810 by saying that. But also in Section B, you know, 01:13:13.869 --> 01:13:17.829 to do anything, the opinion of the directors 01:13:17.829 --> 01:13:22.029 might be incidental. Okay, that's Section 5. 01:13:22.289 --> 01:13:25.069 And Section 5, that was very short. Sandboxes 01:13:25.069 --> 01:13:26.989 was humongously long. I think there was like 01:13:26.989 --> 01:13:30.970 20 items on the objects. And Star Atlas took 01:13:30.970 --> 01:13:33.149 the approach of having a much shorter list. The 01:13:33.149 --> 01:13:35.779 objects is very, very important. This is why 01:13:35.779 --> 01:13:38.579 your company, your foundation company, is here 01:13:38.579 --> 01:13:42.260 in existence. That's why I put in question two, 01:13:42.439 --> 01:13:45.380 who is the director or fiduciary of the objects? 01:13:45.939 --> 01:13:49.800 Okay, so the objects we just learned, reference 01:13:49.800 --> 01:13:56.819 section five, that's the objects. The objects, 01:13:56.840 --> 01:14:00.300 it looks like they're basically saying research, 01:14:00.699 --> 01:14:06.630 educate, promote. issue receive spend and engage 01:14:06.630 --> 01:14:09.869 so some pretty just look at the verbs that's 01:14:09.869 --> 01:14:11.689 how you can tell what what they're really after 01:14:11.689 --> 01:14:16.050 here and then do whatever else they'd like to 01:14:16.050 --> 01:14:19.130 do which is cool you know foundation companies 01:14:19.130 --> 01:14:21.369 are meant to be very flexible it's kind of like 01:14:21.369 --> 01:14:26.350 a trust meets an llc and they they kind of all 01:14:26.350 --> 01:14:31.489 trusts are very flexible um and so they're taxed 01:14:31.489 --> 01:14:34.560 differently but then Never mind. Let's just keep 01:14:34.560 --> 01:14:39.119 going. And then reference section five. Good. 01:14:39.279 --> 01:14:42.979 There. So that was our, that was why I asked, 01:14:43.060 --> 01:14:45.819 what is the director fiduciary of? Is it the 01:14:45.819 --> 01:14:49.239 objects? Oh, oh, I forgot. Let's start highlighting 01:14:49.239 --> 01:14:53.979 keywords. My bad. I highlight keywords to keep 01:14:53.979 --> 01:14:59.960 track of things in my brain. It helps me. It 01:14:59.960 --> 01:15:03.920 helps me a lot. All right, so founder is a keyword. 01:15:04.439 --> 01:15:10.020 Director is a keyword. Fiduciary is not. Foundation 01:15:10.020 --> 01:15:14.319 company is. Objects is. Members is. So we know 01:15:14.319 --> 01:15:15.960 that this question is, you know, pretty important 01:15:15.960 --> 01:15:19.420 because it affects a lot of people. All right, 01:15:19.420 --> 01:15:23.699 and does the VASP act? So the VASP is also key 01:15:23.699 --> 01:15:30.479 phrase. And there we go. So why does it start? 01:15:30.500 --> 01:15:32.770 Okay, we haven't gotten there yet. Who is the 01:15:32.770 --> 01:15:37.170 director a fiduciary of? We know who the director 01:15:37.170 --> 01:15:40.770 is. That was actually very easy to find. We know 01:15:40.770 --> 01:15:43.189 who the director is, but who is that director 01:15:43.189 --> 01:15:45.270 a fiduciary of? Is it the objects of a foundation 01:15:45.270 --> 01:15:49.970 company? The members? Beneficiaries? Love to 01:15:49.970 --> 01:15:54.710 know that. Bert, I am not able to provide an 01:15:54.710 --> 01:15:59.029 update to that. I'm not... Other than what they 01:15:59.029 --> 01:16:01.109 put in the forums for Red Cross, I don't know. 01:16:01.869 --> 01:16:03.909 I'm just a community member. I don't really have 01:16:03.909 --> 01:16:09.310 that insight. Okay. Let's go back to, we just 01:16:09.310 --> 01:16:11.449 read through Section 5. Now we're on Section 01:16:11.449 --> 01:16:14.729 6. The foundation company shall have and be capable 01:16:14.729 --> 01:16:17.189 of exercising all the functions of a natural 01:16:17.189 --> 01:16:19.789 person of full capacity, irrespective of any 01:16:19.789 --> 01:16:22.369 question of corporate benefit, as provided by 01:16:22.369 --> 01:16:24.829 Section 27 .2 of the Companies Act as amended. 01:16:27.229 --> 01:16:31.229 Okay. What did... Section 27 .2 of the Companies 01:16:31.229 --> 01:16:36.949 Act say. Let's take a look. I betcha. I betcha. 01:16:38.670 --> 01:16:42.850 We have it listed here somewhere. I want you 01:16:42.850 --> 01:16:47.689 on a bet. I put 27 .2 in here somewhere. And 01:16:47.689 --> 01:16:49.750 it was the Companies Act, right? Yeah, Companies 01:16:49.750 --> 01:16:56.050 Act. So this was 20 section. This was Sandow 01:16:56.050 --> 01:17:00.319 56. It's all the research that we did. So if 01:17:00.319 --> 01:17:01.939 you watch that episode, and it's like three hours 01:17:01.939 --> 01:17:03.619 long, I think, this is what you're going to see 01:17:03.619 --> 01:17:06.939 me work through all of this. So here's page 20. 01:17:07.560 --> 01:17:14.159 Let's look for section 27. What are we looking 01:17:14.159 --> 01:17:15.680 for? We're looking for this. That's Foundation 01:17:15.680 --> 01:17:18.560 Company Law. Here's Companies Act. Section 190. 01:17:18.979 --> 01:17:23.060 Okay, keep going. Section 8, 24, 25, 26, there 01:17:23.060 --> 01:17:27.659 it is, 27. Section 27 was Consequences of Incorporation. 01:17:28.119 --> 01:17:30.340 where upon filing the memo of association, the 01:17:30.340 --> 01:17:32.560 registrar shall issue a certificate, and from 01:17:32.560 --> 01:17:34.880 the date, subscribers of the memo shall be accompanied 01:17:34.880 --> 01:17:38.979 by the authorized to act. Cool. All right, so 01:17:38.979 --> 01:17:43.279 what did that say? As provided by Section 27 01:17:43.279 --> 01:17:46.460 .2. Okay, then that was the ability for a corporation 01:17:46.460 --> 01:17:49.680 to have its own separate personality. Got it. 01:17:50.399 --> 01:17:53.659 Section 7. Foundation company may not carry on 01:17:53.659 --> 01:17:57.119 a business for which a license is required. under 01:17:57.119 --> 01:17:59.000 the acts of Cayman Islands unless duly licensed. 01:17:59.279 --> 01:18:01.239 I think that's referring to the fact that it's 01:18:01.239 --> 01:18:03.520 an exempted company where it has to do business 01:18:03.520 --> 01:18:05.960 outside of the Grand Cayman Islands unless it 01:18:05.960 --> 01:18:08.439 is properly licensed to do business within. The 01:18:08.439 --> 01:18:11.319 only exception to that rule is them contracting 01:18:11.319 --> 01:18:13.880 for services within the Grand Cayman Islands, 01:18:14.079 --> 01:18:19.319 like legal, right? So legal, Walker's Global 01:18:19.319 --> 01:18:21.760 is on the Grand Cayman Islands. The foundation 01:18:21.760 --> 01:18:24.920 company is allowed to do business with a company. 01:18:25.630 --> 01:18:28.550 in the Grand Cayman Islands if it is to carry 01:18:28.550 --> 01:18:31.489 out the objects of that foundation company. So, 01:18:31.529 --> 01:18:33.909 hence why you have a director who is a foundation 01:18:33.909 --> 01:18:38.149 company who is in Grand Cayman Islands, and legal, 01:18:38.329 --> 01:18:41.170 and a secretary. All these people are Grand Cayman 01:18:41.170 --> 01:18:43.470 Islands residents, and they own their own companies. 01:18:44.029 --> 01:18:47.789 So you can do business with them. But you can't 01:18:47.789 --> 01:18:54.909 sell food or groceries. You can't operate a grocery 01:18:54.909 --> 01:18:58.069 store. without being properly licensed. An exempted 01:18:58.069 --> 01:19:03.189 company will not meet that. Okay? Section 8 of 01:19:03.189 --> 01:19:08.550 the Memorandum of Association. Remember, the 01:19:08.550 --> 01:19:13.090 memorandum establishes the company. Section 8. 01:19:13.149 --> 01:19:15.829 Apart from authorized remuneration, and remuneration 01:19:15.829 --> 01:19:17.930 just means compensation, like payment, salary. 01:19:18.310 --> 01:19:20.609 Apart from authorized remuneration for services 01:19:20.609 --> 01:19:22.850 to the foundation company, no portion of the 01:19:22.850 --> 01:19:24.529 income or property of the foundation company 01:19:25.079 --> 01:19:27.420 From whatever place or source shall be paid or 01:19:27.420 --> 01:19:30.720 transferred directly or indirectly by way of 01:19:30.720 --> 01:19:33.060 dividend, bonus, or otherwise by way of distribution 01:19:33.060 --> 01:19:37.180 to Section I members, directors, or supervisors 01:19:37.180 --> 01:19:40.079 of the foundation company or Section II automata. 01:19:40.659 --> 01:19:43.420 Nice. And its shareholders, directors, officers, 01:19:43.520 --> 01:19:46.079 affiliates. Additionally, no amounts will be 01:19:46.079 --> 01:19:48.359 paid, transferred directly or indirectly or otherwise 01:19:48.359 --> 01:19:50.979 distributed to the token holders or to Atlas 01:19:50.979 --> 01:19:54.399 token holders based on token ownership. That 01:19:54.399 --> 01:19:57.720 is a very, very good protective statement. Sandbox 01:19:57.720 --> 01:19:59.739 has something very similar to that. It's much 01:19:59.739 --> 01:20:06.420 more vague. But this is saying outright you will 01:20:06.420 --> 01:20:11.439 not transfer assets from the foundation company 01:20:11.439 --> 01:20:19.619 to automata people or no income or property of 01:20:19.619 --> 01:20:23.560 the foundation company shall be given As a dividend 01:20:23.560 --> 01:20:27.760 or bonus to the members, supervisors, directors 01:20:27.760 --> 01:20:30.380 of the foundation company. Basically meaning 01:20:30.380 --> 01:20:33.380 rug pulling. So you know how rug pull happens 01:20:33.380 --> 01:20:39.119 when the owner takes the money and runs? Or some 01:20:39.119 --> 01:20:42.180 person within the project takes the money, takes 01:20:42.180 --> 01:20:44.640 that property, and they run away? This is an 01:20:44.640 --> 01:20:48.899 anti -rug paragraph right here. Section 8. It's 01:20:48.899 --> 01:20:51.119 very good. It's very specific, too. I like the 01:20:51.119 --> 01:20:53.840 fact that they call out automata people, specifically 01:20:53.840 --> 01:20:57.979 automata. That's very stand -up of them to do. 01:20:58.439 --> 01:21:02.239 That gives me, my trust is increasing the more 01:21:02.239 --> 01:21:05.159 I'm reading this. It's just, it's clean. It's 01:21:05.159 --> 01:21:07.159 very clean. And after talking with Carolyn and 01:21:07.159 --> 01:21:10.460 Mel from Walkers Global, you can tell they know 01:21:10.460 --> 01:21:12.340 what they're doing. This was done two years ago, 01:21:12.399 --> 01:21:15.699 so they've only learned more since then. But 01:21:15.699 --> 01:21:19.220 this is very clean. It's very... I'm not seeing 01:21:19.220 --> 01:21:23.399 a lot of ambiguity, except for Section 5, which 01:21:23.399 --> 01:21:25.220 gives them the authority to pretty much do whatever. 01:21:25.460 --> 01:21:28.659 But still, that part, I'm not bothered by that. 01:21:29.619 --> 01:21:34.380 But here in this anti -rug paragraph, they call 01:21:34.380 --> 01:21:36.579 themselves out. They mean automata, because automata 01:21:36.579 --> 01:21:38.300 is the one who commissioned this to be done. 01:21:38.420 --> 01:21:41.380 Otherwise, it wouldn't have been done. And they 01:21:41.380 --> 01:21:45.920 say we can't pay ourselves. We can't pay ourselves 01:21:45.920 --> 01:21:50.189 unduly. So it says, apart from authorized remuneration 01:21:50.189 --> 01:21:53.609 for services rendered. So if you are an automaton 01:21:53.609 --> 01:21:57.710 employee and you provide a service, the foundation 01:21:57.710 --> 01:22:00.489 company is allowed to pay you for that. They're 01:22:00.489 --> 01:22:01.710 allowed to pay you for your services rendered. 01:22:01.890 --> 01:22:05.569 But you can't just say, I want half of the treasury. 01:22:05.890 --> 01:22:09.670 I want half of that $1 .7 million. And because 01:22:09.670 --> 01:22:13.930 I own a significant portion of foundation company, 01:22:14.170 --> 01:22:17.500 they must do it. Here it says, We will not do 01:22:17.500 --> 01:22:21.079 that. And it's part of the director's job to 01:22:21.079 --> 01:22:24.640 ensure that this is carried out properly. But 01:22:24.640 --> 01:22:27.039 is this part of what the fiduciary is? I don't 01:22:27.039 --> 01:22:31.640 know. I need to ask. You know what? We can update 01:22:31.640 --> 01:22:34.260 that question, right? Let's update that question. 01:22:36.859 --> 01:22:46.319 Let's add the anti -rug protection of section. 01:22:48.689 --> 01:22:53.229 So this is cool. I really like seeing the differences 01:22:53.229 --> 01:22:59.710 that each legal and business foundation company 01:22:59.710 --> 01:23:04.449 has done. Sandbox took a different approach than 01:23:04.449 --> 01:23:07.890 Ape Coined Out. And Ape Coined Out took a different 01:23:07.890 --> 01:23:11.369 approach from Star Atlas. They all have different 01:23:11.369 --> 01:23:18.140 ways of approaching it. Star Atlas has TTA. Alburga, 01:23:18.140 --> 01:23:23.399 Thor, Thorne, Thorpe, and Alburga. Apologies 01:23:23.399 --> 01:23:27.100 if I got that wrong. And then Star Atlas took 01:23:27.100 --> 01:23:35.380 the Walker's Global approach. And we... Ooh, 01:23:35.460 --> 01:23:38.579 words are hard today. And we interviewed them. 01:23:39.899 --> 01:23:42.260 Episode 59. I didn't get a chance to talk to 01:23:42.260 --> 01:23:46.369 TTA yet. The Alburga group. I'd like to one day 01:23:46.369 --> 01:23:51.210 though. Alright, back to reading. So that was 01:23:51.210 --> 01:23:53.050 section 8. I'm very happy to see that section. 01:23:53.430 --> 01:23:56.350 That gives me a lot of faith. Starting to build 01:23:56.350 --> 01:24:00.069 a lot of trust here. Section 9. The liability 01:24:00.069 --> 01:24:01.649 of the members is limited to the undertaking 01:24:01.649 --> 01:24:05.250 as set out in clause 11. See earlier when I told 01:24:05.250 --> 01:24:08.909 you that what was that limited liability? It's 01:24:08.909 --> 01:24:12.850 going to be in either the articles or the memo. 01:24:13.340 --> 01:24:15.119 Well, here it is. Let's go look at Clause 11. 01:24:17.439 --> 01:24:19.840 Each person who is a member undertakes to contribute 01:24:19.840 --> 01:24:22.079 to the assets of the foundation company in the 01:24:22.079 --> 01:24:24.500 event of the foundation company being wound up. 01:24:24.560 --> 01:24:26.920 Wound up is just the Grand Cayman Island word 01:24:26.920 --> 01:24:30.060 for liquidated or closed down. For being wound 01:24:30.060 --> 01:24:32.880 up during the time that the person is a member 01:24:32.880 --> 01:24:36.840 or within one year afterwards for payments of 01:24:36.840 --> 01:24:39.140 the debts and liabilities of the foundation company 01:24:39.140 --> 01:24:41.420 contracted before the time at which the person 01:24:41.420 --> 01:24:43.979 ceases to be a member. and the cost, charges, 01:24:44.079 --> 01:24:46.380 and expenses of the winding up of the foundation 01:24:46.380 --> 01:24:48.840 company, and for the adjustments of the rights 01:24:48.840 --> 01:24:51.600 of the contributories amongst themselves, such 01:24:51.600 --> 01:24:54.300 amounts as may be required not exceeding the 01:24:54.300 --> 01:24:59.439 sum of one U .S. dollar. Okay, so a lot of this 01:24:59.439 --> 01:25:02.699 is copied straight from the Companies Act and 01:25:02.699 --> 01:25:04.720 Foundation Companies Law, like that whole one 01:25:04.720 --> 01:25:06.939 within one year afterwards, that's taken straight 01:25:06.939 --> 01:25:11.170 from the law. Cool. And then for a time in which 01:25:11.170 --> 01:25:13.590 the person ceases to be a member, all taken from 01:25:13.590 --> 01:25:16.369 the law again, the part not exceeding the sum 01:25:16.369 --> 01:25:18.609 of one US dollar, Sandbox did the same thing, 01:25:18.649 --> 01:25:22.149 where if the foundation company is taken to court 01:25:22.149 --> 01:25:25.310 and it has to pay all these millions of dollars, 01:25:25.550 --> 01:25:28.630 the members and directors and all of them have 01:25:28.630 --> 01:25:31.750 to pay, they're on the hook for one US dollar. 01:25:34.210 --> 01:25:36.649 And because foundation companies are a separate... 01:25:36.970 --> 01:25:38.970 entity they have their own legal personality 01:25:38.970 --> 01:25:43.090 then you know that that means that whoever sues 01:25:43.090 --> 01:25:45.229 or goes after the foundation company can also 01:25:45.229 --> 01:25:49.270 sue or at least when the foundation company gets 01:25:49.270 --> 01:25:53.470 liquidated you know michael wagner or the the 01:25:53.470 --> 01:25:56.090 director doesn't have to pay more than one dollar 01:25:56.090 --> 01:25:59.369 so it's another protection afforded foundation 01:25:59.369 --> 01:26:02.930 companies and that this walker's goal determined 01:26:02.930 --> 01:26:06.250 would be important to put into effect here for 01:26:06.250 --> 01:26:11.670 the star atlas style okay we skipped over section 01:26:11.670 --> 01:26:14.189 10. all right so section 9 was the liability 01:26:14.189 --> 01:26:15.850 of the members is limited to the undertaking 01:26:15.850 --> 01:26:18.510 as set out in clause 11. section 10 says the 01:26:18.510 --> 01:26:20.189 foundation company may cease to have members 01:26:20.189 --> 01:26:24.210 that's also very typical i still need to know 01:26:24.210 --> 01:26:28.229 what that means actually what what does that 01:26:28.229 --> 01:26:30.310 practically mean for the day -to -day running 01:26:30.310 --> 01:26:36.149 let's ask that what does cease To have members 01:26:36.149 --> 01:26:41.430 practically mean for the day -to -day running 01:26:41.430 --> 01:26:47.489 of foundation company. And we're going to reference 01:26:47.489 --> 01:26:53.529 section 10. All right, we're going to highlight 01:26:53.529 --> 01:26:58.390 our keywords. May cease to have members. So members 01:26:58.390 --> 01:27:03.239 is a keyword. So is foundation company. Alright, 01:27:03.340 --> 01:27:07.380 and then reference section 10. Alright, cool. 01:27:08.939 --> 01:27:13.220 And then we did section 11, which was the spelled 01:27:13.220 --> 01:27:18.739 out liability, $1. And then section 12. If on 01:27:18.739 --> 01:27:20.659 the winding up or dissolution of the foundation 01:27:20.659 --> 01:27:23.020 company there remain surplus assets after the 01:27:23.020 --> 01:27:25.840 satisfaction of its debts and liabilities, the 01:27:25.840 --> 01:27:27.760 same shall be applied or distributed under the 01:27:27.760 --> 01:27:30.159 articles of association of the foundation company. 01:27:30.500 --> 01:27:34.010 And... Subject thereto shall be paid to transfer 01:27:34.010 --> 01:27:37.970 to such charitable objects as shall be decided 01:27:37.970 --> 01:27:41.630 by directors or directors' resolution. For the 01:27:41.630 --> 01:27:43.569 avoidance of doubt, in no event shall any distribution 01:27:43.569 --> 01:27:47.789 of assets pursuant to this clause 12 go to I, 01:27:48.550 --> 01:27:51.069 the members, directors, or supervisors of the 01:27:51.069 --> 01:27:55.729 foundation company, or to Automata, Inc., and 01:27:55.729 --> 01:27:59.409 its shareholders, directors, officers, or affiliates, 01:27:59.409 --> 01:28:02.510 or 3. Token holders or Atlas token holders based 01:28:02.510 --> 01:28:08.289 on token ownership. So this is another anti -rug 01:28:08.289 --> 01:28:12.369 protection. A little bit different though. So 01:28:12.369 --> 01:28:15.090 if the foundation company has to shut down, which 01:28:15.090 --> 01:28:20.189 is what the solution winding up means, then they 01:28:20.189 --> 01:28:26.210 are not, even in that case, the assets of the 01:28:26.210 --> 01:28:31.670 DAO can't just be doled out to people. Like a 01:28:31.670 --> 01:28:38.350 closing rug pull. So, same protection. This is 01:28:38.350 --> 01:28:41.470 reading almost exactly like the way Sandbox DAO 01:28:41.470 --> 01:28:48.970 has. That's a nice little note. That's not going 01:28:48.970 --> 01:28:54.430 to be a question. Section 11 and 12 read just 01:28:54.430 --> 01:29:02.829 like Sandbox Foundation docs. I'm going to look 01:29:02.829 --> 01:29:04.850 into that a little bit later, see what that's 01:29:04.850 --> 01:29:09.569 about. That might not be anything at all. I think 01:29:09.569 --> 01:29:15.229 that's a really fascinating thing. Okay. Section 01:29:15.229 --> 01:29:18.529 13. This memorandum and article association may 01:29:18.529 --> 01:29:21.770 be altered by the director's resolution, except 01:29:21.770 --> 01:29:25.109 that neither Clause 8 nor Clause 12 of this memorandum 01:29:25.109 --> 01:29:27.569 may be altered in any way such that the distribution 01:29:27.569 --> 01:29:30.210 of assets from the foundation companies are or 01:29:30.210 --> 01:29:32.600 will be pay for the benefit of the members or 01:29:32.600 --> 01:29:36.340 future members of foundation company data this 01:29:36.340 --> 01:29:39.180 eighth day of september 2022 i want to ask that 01:29:39.180 --> 01:29:44.720 question what what is that that huge difference 01:29:44.720 --> 01:29:51.859 all right so what caused let's do this let's 01:29:51.859 --> 01:30:04.939 do a new what caused the time But what was the 01:30:04.939 --> 01:30:13.159 source of the time gap between Star Atlas Foundation 01:30:13.159 --> 01:30:18.039 Company Incorporation, which was 8 September 01:30:18.039 --> 01:30:28.539 22, and PIP1, which was July 2024? Do we have 01:30:28.539 --> 01:30:32.300 an exact date? I see your message. I see what 01:30:32.300 --> 01:30:33.739 you're talking about in the chat, Siggy. Give 01:30:33.739 --> 01:30:37.560 me a second. I'll get to it. When was that? It 01:30:37.560 --> 01:30:42.020 was July. All right, let's take a look. When 01:30:42.020 --> 01:30:50.420 precisely was it? July something. Oh. Samsor 01:30:50.420 --> 01:30:55.460 has a very interesting response. Samsor says, 01:30:55.739 --> 01:31:02.039 interesting. Kind of joking, maybe not though. 01:31:02.279 --> 01:31:08.800 Don't know. But it was July something. We can 01:31:08.800 --> 01:31:12.079 always download the record. Oh, okay. Hit pretty 01:31:12.079 --> 01:31:14.479 print, and then let's take a look at what the 01:31:14.479 --> 01:31:18.020 date was. July 11th. All right, so about July 01:31:18.020 --> 01:31:23.000 11th. Let's just stick with that. So 11, July 01:31:23.000 --> 01:31:34.199 24. Why that two -year gap? And just a random 01:31:34.199 --> 01:31:37.319 question, really, in the end. And then reference 01:31:37.319 --> 01:31:46.640 section 14. And pip 1. And then we can link pip 01:31:46.640 --> 01:31:55.220 1. And then that will be done so. Cool. Question 01:31:55.220 --> 01:31:58.859 number 5. So we're already on question number 01:31:58.859 --> 01:32:01.729 5. But I have a feeling we're pretty close to 01:32:01.729 --> 01:32:05.829 being done here. Yeah, there it is. Oh, I can't 01:32:05.829 --> 01:32:07.770 see what I'm saying. There's a signatory page 01:32:07.770 --> 01:32:11.630 right there. And name, address, and description 01:32:11.630 --> 01:32:13.649 of the subscriber. And again, the subscriber 01:32:13.649 --> 01:32:18.409 is the very first member of the corporation. 01:32:19.270 --> 01:32:22.949 All right, and there's the Walkers Global Limited. 01:32:24.210 --> 01:32:29.840 That's Walkers. Signed by people. There's a secretary 01:32:29.840 --> 01:32:36.699 right there. And there's Walkers Limited. And 01:32:36.699 --> 01:32:39.579 there's the representative of them. And that 01:32:39.579 --> 01:32:44.420 is the end of the first document, Star Atlas 01:32:44.420 --> 01:32:47.920 Foundation Memorandum of Association. That created 01:32:47.920 --> 01:32:51.199 the company back in 2022. Let's take a look at 01:32:51.199 --> 01:32:57.180 what Siggy said. Siggy said... Lancer, here's 01:32:57.180 --> 01:32:59.000 the answer to your earlier question on DAO income 01:32:59.000 --> 01:33:01.920 flowing to the DAO treasury. Game activity income 01:33:01.920 --> 01:33:07.140 equals crafting fees, disbanding fees, etc. Marketplace 01:33:07.140 --> 01:33:10.380 fees income are small fees charged on each trade 01:33:10.380 --> 01:33:13.739 on each marketplace. And the fee starts at 6%. 01:33:13.739 --> 01:33:19.060 4 % goes to automata, 2 % to the DAO. Fees can 01:33:19.060 --> 01:33:21.460 be reduced by locking Atlas in the Atlas locker. 01:33:21.520 --> 01:33:24.220 Right, right, right. That's what I was talking 01:33:24.220 --> 01:33:28.840 about earlier, that ecosystem thing where Star 01:33:28.840 --> 01:33:31.340 Atlas is already self -sufficient because of 01:33:31.340 --> 01:33:34.000 the trading activity and all of the marketplace 01:33:34.000 --> 01:33:38.020 activity going on in the Star Atlas. All right, 01:33:38.060 --> 01:33:39.340 so let's take a look here. I'm going to show 01:33:39.340 --> 01:33:43.460 you what I mean. It is so cool. I knew right 01:33:43.460 --> 01:33:47.760 away when I saw this that I had stumbled upon 01:33:47.760 --> 01:33:51.420 something I should have seen this coming a long 01:33:51.420 --> 01:33:54.649 time ago. Where's the marketplace? Marketplace, 01:33:54.710 --> 01:33:56.770 marketplace. Oh, come on. I know you're in here. 01:33:57.449 --> 01:34:01.810 Maybe play now. There we go. So here is the Star 01:34:01.810 --> 01:34:04.989 Atlas website. Got stuff on the right, but what 01:34:04.989 --> 01:34:09.350 we're looking for here is marketplace, the little 01:34:09.350 --> 01:34:14.909 icon. So they have all sorts of stuff. Crews, 01:34:14.909 --> 01:34:23.220 ships, people, ship parts. Like here's... Let's 01:34:23.220 --> 01:34:26.779 take a look at a big old ship. Take a look at 01:34:26.779 --> 01:34:30.680 a capital. Alright, here we go. Look at this 01:34:30.680 --> 01:34:34.300 thing. This thing's selling for... This is a 01:34:34.300 --> 01:34:41.180 bomber. An ECOS bomber. Take a look at this thing. 01:34:42.779 --> 01:34:46.520 See this bomber? Look how cool that looks. This 01:34:46.520 --> 01:34:49.859 is a ship that you can get in the game. They're 01:34:49.859 --> 01:34:51.840 still working on the first -person shooter part 01:34:51.840 --> 01:34:53.619 of it, but this is what it's going to look like. 01:34:54.199 --> 01:34:57.119 It's a bomb ship, and right now it's selling 01:34:57.119 --> 01:35:04.939 for $66 ,000. You can buy it for also $32 ,000. 01:35:05.539 --> 01:35:07.420 Let's take a look at the commander ships, because 01:35:07.420 --> 01:35:09.340 the commander ships also tell you. So here is 01:35:09.340 --> 01:35:11.800 the Pierce C -11, and this is kind of like an 01:35:11.800 --> 01:35:14.600 aircraft carrier. All right, this Pierce C -11 01:35:14.600 --> 01:35:17.579 is one of the top ships. You're getting way, 01:35:17.640 --> 01:35:21.100 way up there. This thing is selling for 27 ,000 01:35:21.100 --> 01:35:26.340 USDC right now. So when people buy, sell stuff 01:35:26.340 --> 01:35:31.359 and resources, medkits and all sorts of things, 01:35:31.420 --> 01:35:37.140 consumables, every time they buy, sell on the 01:35:37.140 --> 01:35:41.699 blockchain, Solana, it's what Siggy was just 01:35:41.699 --> 01:35:45.659 saying, how a percentage goes to... automata 01:35:45.659 --> 01:35:48.680 and a percentage goes to the dow and that is 01:35:48.680 --> 01:35:52.140 that is the marketplace activity part of that 01:35:52.140 --> 01:35:57.479 treasury that we saw earlier in govern where's 01:35:57.479 --> 01:36:03.460 govern govern star atlas .com all right watch 01:36:03.460 --> 01:36:07.260 that here and then treasury and boom 1 .7 million 01:36:07.260 --> 01:36:11.319 and then we saw how part of it's coming from 01:36:11.319 --> 01:36:13.979 marketplace fees But then also part of it is 01:36:13.979 --> 01:36:18.760 coming from game activity. And so every time 01:36:18.760 --> 01:36:22.279 you do stuff in the game on their website version, 01:36:22.520 --> 01:36:26.000 they have a website version by the way, it triggers 01:36:26.000 --> 01:36:28.720 a transaction. It's like when you move a fleet. 01:36:29.180 --> 01:36:32.300 So a lot of the game is on -chain. It's very 01:36:32.300 --> 01:36:34.560 fascinating how that works. And because it's 01:36:34.560 --> 01:36:37.119 on -chain and their smart contracts push out 01:36:37.119 --> 01:36:40.479 percentages to the DAO and everywhere else, that 01:36:40.479 --> 01:36:44.689 is... Like they already have a fully functioning 01:36:44.689 --> 01:36:48.189 economy right there. That is cool. That is super 01:36:48.189 --> 01:36:53.090 cool. All right. So we didn't really have a ton 01:36:53.090 --> 01:36:55.789 of questions. That's probably because we're in 01:36:55.789 --> 01:37:00.630 part five now of our miniseries. So we only had 01:37:00.630 --> 01:37:07.369 five questions. That's pretty cool. For reference, 01:37:07.449 --> 01:37:10.210 Sandbox, I got out of there with like, I think 01:37:10.210 --> 01:37:13.420 it was 60 questions, maybe. A lot of questions. 01:37:13.960 --> 01:37:17.659 A lot of questions. So far, I'm at five. It's 01:37:17.659 --> 01:37:20.300 a good number. It's a really good number. Now, 01:37:20.319 --> 01:37:24.840 let's go ahead and move on to... Wait, ZamSource 01:37:24.840 --> 01:37:28.479 said... This will be a good time to click on 01:37:28.479 --> 01:37:32.140 the ecosystem dashboard and get live economic 01:37:32.140 --> 01:37:34.460 stacks. Go to the governance site, click more 01:37:34.460 --> 01:37:38.859 at the top, and click ecosystem dashboard. Okay, 01:37:38.939 --> 01:37:46.319 let's try that. Let's check that out. More? Ecosystem 01:37:46.319 --> 01:37:51.119 dashboard? That's a very unassuming hidden button 01:37:51.119 --> 01:37:55.760 right there. What does this do? What is this? 01:37:57.779 --> 01:38:00.060 Are these pivot tables? Oh, failed load to get 01:38:00.060 --> 01:38:03.560 data. Maybe I just need to refresh. Come on. 01:38:05.239 --> 01:38:08.180 Come on. Okay, failed load to get data. I assume, 01:38:08.180 --> 01:38:11.409 though, oh, look at these filters. These are 01:38:11.409 --> 01:38:15.170 pivot tables. Here's the emission data. Now, 01:38:15.210 --> 01:38:18.050 that one I did know. I found the link to that 01:38:18.050 --> 01:38:21.989 and polis emissions. They all taper off in August 01:38:21.989 --> 01:38:25.750 of 2030. So you have five years left. Local market 01:38:25.750 --> 01:38:28.310 prices. I'm sure there's... Oh, there we go. 01:38:28.390 --> 01:38:32.189 Look at that. Oni, Ooster, and Mud are their 01:38:32.189 --> 01:38:36.350 three factions within the game. So this is saying 01:38:36.350 --> 01:38:41.789 stuff. Contracts. Contracts and things. That 01:38:41.789 --> 01:38:43.850 you can produce resources. So like you can mine. 01:38:44.029 --> 01:38:46.890 You can get mining things. And then buy and sell 01:38:46.890 --> 01:38:53.430 mine. Or. Raw material. And then you can craft 01:38:53.430 --> 01:38:58.770 that. Or into useful things. Warping. So I guess 01:38:58.770 --> 01:39:02.470 this means. When ships go places. Place to place. 01:39:04.770 --> 01:39:09.500 So Zamsur is saying. Holy smokes. Look at that. 01:39:09.520 --> 01:39:12.920 That is beautiful. Whatever this is, this is 01:39:12.920 --> 01:39:17.420 beautiful. Oh, coordinates. This is a map. This 01:39:17.420 --> 01:39:21.399 is a map. So this is the, I guess this is the 01:39:21.399 --> 01:39:25.180 map in the game, and people are, this is where 01:39:25.180 --> 01:39:28.720 the different three factions all go on this map. 01:39:30.720 --> 01:39:32.960 Like, all those ships you saw earlier, people 01:39:32.960 --> 01:39:35.800 are driving, flying those ships on the browser. 01:39:36.350 --> 01:39:38.390 The UE5 version, which is the first -person Elite 01:39:38.390 --> 01:39:41.210 Dangerous version. They're still working on that. 01:39:41.770 --> 01:39:45.369 But these are people moving their ships from 01:39:45.369 --> 01:39:48.149 different star bases. Holy smokes, this is cool. 01:39:49.310 --> 01:39:53.409 And you've got consumables like fuel, ammo, toolkits, 01:39:53.409 --> 01:39:56.510 and stuff like that you gotta burn to fly your 01:39:56.510 --> 01:40:03.069 ship. And they have secondary prices. Oh. Okay. 01:40:04.720 --> 01:40:08.340 Man, you can get lost in this. This is cool. 01:40:10.119 --> 01:40:13.939 Alright, anyways, that was a great detour. Thank 01:40:13.939 --> 01:40:18.680 you, Zamzor. Zamzor said, we've had days when 01:40:18.680 --> 01:40:21.340 Star Atlas has more transactions than the entire 01:40:21.340 --> 01:40:26.760 ETH chain. That's pretty cool. That's pretty 01:40:26.760 --> 01:40:33.899 cool. Alright, let's get back to... Our second 01:40:33.899 --> 01:40:38.979 one. So if we have five questions for Memo Association, 01:40:39.420 --> 01:40:44.420 that's great. Let's go to the Articles of Association. 01:40:44.779 --> 01:40:48.640 Not the Constitution. Oh yeah, I'm sorry. The 01:40:48.640 --> 01:40:51.760 Constitution per Grand Cayman Island Law means 01:40:51.760 --> 01:40:55.760 Articles of Association plus the Memo Association. 01:40:56.140 --> 01:40:59.079 So we just read half of the Constitution. We're 01:40:59.079 --> 01:41:02.270 going to read the second half, which is... The 01:41:02.270 --> 01:41:05.909 Articles of Association. Okay, still have the 01:41:05.909 --> 01:41:08.750 same stamp. And then on top left, they paid their 01:41:08.750 --> 01:41:14.310 dues. This is also when we read through the Cayman 01:41:14.310 --> 01:41:17.890 Islands laws. They had the fee structure there, 01:41:17.989 --> 01:41:21.090 so we knew why we were paying $50. I mean, we 01:41:21.090 --> 01:41:23.369 even knew that. That, to me, is cool. That's 01:41:23.369 --> 01:41:26.909 closing the loop. Why is that stamp there? Why 01:41:26.909 --> 01:41:29.909 does it say Grand Cayman Islands? Why is it a 01:41:29.909 --> 01:41:32.319 stamp duty? You know, what does all this mean? 01:41:33.380 --> 01:41:37.159 It all has meaning. And that's what we discovered 01:41:37.159 --> 01:41:41.560 earlier when we were going through all of that 01:41:41.560 --> 01:41:46.000 with our Sandow 56, when we were reading through 01:41:46.000 --> 01:41:49.560 all of the laws and all of these words started 01:41:49.560 --> 01:41:52.859 having a lot more meaning to them. Cool stuff. 01:41:53.039 --> 01:41:57.760 It's so cool. All right. The Companies Act, as 01:41:57.760 --> 01:42:01.319 amended. Foundation Companies Act, 2017. Articles 01:42:01.319 --> 01:42:05.079 of Association of Star Atlas Foundation, a foundation 01:42:05.079 --> 01:42:07.359 company limited by guarantee without share capital. 01:42:07.659 --> 01:42:09.319 Don't need to go over that again. We went over 01:42:09.319 --> 01:42:14.300 that for memo. Okay, walkers again. And I actually 01:42:14.300 --> 01:42:17.199 don't know what this is. That might mean something, 01:42:17.340 --> 01:42:21.020 but I've never really seen what exactly, I've 01:42:21.020 --> 01:42:24.920 never seen that before. There's the authorization 01:42:24.920 --> 01:42:28.159 code down there. We'll end with the entity search 01:42:28.159 --> 01:42:32.310 and you'll see what to do with that. All right, 01:42:32.369 --> 01:42:35.109 so the table of contents. Wow, okay, I've never 01:42:35.109 --> 01:42:37.130 seen a table of contents for the Articles Association 01:42:37.130 --> 01:42:40.470 before. Interpretation, preliminary, members, 01:42:40.689 --> 01:42:42.930 directors, supervisors, beneficiaries, secretary, 01:42:43.289 --> 01:42:45.869 general meetings, proxies, directors, meetings, 01:42:45.949 --> 01:42:47.930 accounts, financial year -end, auditors winding 01:42:47.930 --> 01:42:50.750 up, indemnity, bylaws, alteration of articles. 01:42:52.649 --> 01:42:54.569 We're already halfway done reading this. You 01:42:54.569 --> 01:42:57.430 can tell on the right where the little icon is. 01:42:58.170 --> 01:43:00.060 This is cool. We're going to do this in... Record 01:43:00.060 --> 01:43:07.859 time compared to everybody else. Okay. Articles 01:43:07.859 --> 01:43:11.119 of association of Star Atlas Foundation. Interpretation. 01:43:11.399 --> 01:43:13.239 That's an interesting word. What does that word 01:43:13.239 --> 01:43:17.640 mean? Oh, preliminary? Oh, interpretation just 01:43:17.640 --> 01:43:21.640 means definitions. Okay. In these articles, unless 01:43:21.640 --> 01:43:24.960 the context requires otherwise, acts means the 01:43:24.960 --> 01:43:27.180 Foundation Companies Act, the Companies Act applicable 01:43:27.180 --> 01:43:29.479 to Foundation Companies. and every statutory 01:43:29.479 --> 01:43:34.119 modification or reenactment of them. Atlas token 01:43:34.119 --> 01:43:39.340 holders means persons or entities who own and 01:43:39.340 --> 01:43:42.600 control the Solana -based utility tokens of Star 01:43:42.600 --> 01:43:44.619 Atlas Metaverse represented by the following 01:43:44.619 --> 01:43:51.199 smart contract address. That's cool. I don't 01:43:51.199 --> 01:43:54.899 think I've ever seen a foundation document list 01:43:54.899 --> 01:43:58.380 a smart contract before. That's the first time 01:43:58.380 --> 01:44:01.739 I've seen that. That's rocking. Rocking and rolling. 01:44:02.420 --> 01:44:04.760 Companies Act means the Companies Act as amended 01:44:04.760 --> 01:44:08.460 of the Grand Cayman Islands. Foundations Companies 01:44:08.460 --> 01:44:10.979 Act means the Foundation Companies Act as amended 01:44:10.979 --> 01:44:13.880 of the Grand Cayman Islands. And one more time, 01:44:14.020 --> 01:44:16.420 if you want to see me, you want to see a read 01:44:16.420 --> 01:44:21.159 -through of that, of both of those two together, 01:44:21.439 --> 01:44:27.649 go look at episode 56. Send out 56. We read through 01:44:27.649 --> 01:44:30.090 this regulation stack and what it means to a 01:44:30.090 --> 01:44:32.930 foundation company. So earlier when we talked 01:44:32.930 --> 01:44:35.989 about here, so 56, reading the Grand Cayman Island 01:44:35.989 --> 01:44:42.770 Law, and we discussed, we researched the Grand 01:44:42.770 --> 01:44:45.430 Cayman Island Law, we applied it, we looked at 01:44:45.430 --> 01:44:47.729 some terminology comparisons, we did a TLDR, 01:44:47.930 --> 01:44:50.449 and we looked at the remaining questions. I highly, 01:44:50.470 --> 01:44:52.270 highly recommend it. If you want to know about 01:44:52.270 --> 01:44:54.949 foundation companies, go listen to that one first. 01:44:55.979 --> 01:45:04.460 And then go listen to episode 59, where practicing 01:45:04.460 --> 01:45:08.500 lawyers from Grand Cayman Islands will discuss 01:45:08.500 --> 01:45:11.619 Foundation Company. Both of those two together 01:45:11.619 --> 01:45:19.359 will get you very familiar with all this. I mean, 01:45:19.380 --> 01:45:21.600 you'll be right. You'll know as much as I do 01:45:21.600 --> 01:45:27.619 at that point. The rest of them are really good, 01:45:27.659 --> 01:45:29.180 especially if you're a United States person, 01:45:29.380 --> 01:45:34.819 episode 57. And if you are a Sandbox person, 01:45:35.100 --> 01:45:39.300 episode 60. If you are a Star Atlas person, this 01:45:39.300 --> 01:45:45.479 is the one for you, episode 62. All right. Let's 01:45:45.479 --> 01:45:48.340 go back to our definitions, also called the interpretation, 01:45:48.619 --> 01:45:51.199 section one. Ordinary resolution means a resolution 01:45:51.199 --> 01:45:52.920 passed at a general meeting of the foundation 01:45:52.920 --> 01:45:55.560 company by a simple majority of votes cast or 01:45:55.560 --> 01:45:58.100 by a written resolution in writing under Article 01:45:58.100 --> 01:46:03.460 54. Is that an article here? What is Article 01:46:03.460 --> 01:46:10.739 54? Oh, okay. Alright, we'll get to that. Polis 01:46:10.739 --> 01:46:12.939 tokens means the Solana -based governance token 01:46:12.939 --> 01:46:15.060 of the Star Atlas Metaverse represented by the 01:46:15.060 --> 01:46:17.880 following smart contract address. And there is 01:46:17.880 --> 01:46:21.359 the... You can tell that this is block justified 01:46:21.359 --> 01:46:28.640 by the spaces right there. See how it all looks 01:46:28.640 --> 01:46:32.760 very block lined out? That means it was block 01:46:32.760 --> 01:46:38.760 justified. Count on the lawyers to block justify. 01:46:39.520 --> 01:46:42.680 Next, special resolution. Means a resolution 01:46:42.680 --> 01:46:44.460 passed at a general meeting of the foundation 01:46:44.460 --> 01:46:47.340 company. By not less than a two -thirds majority 01:46:47.340 --> 01:46:50.180 of votes cast or by resolution writing under 01:46:50.180 --> 01:46:57.399 article 5454, there are 5 ,000 articles? I think 01:46:57.399 --> 01:47:02.920 maybe they just mean 54. Yeah. Okay. There are 01:47:02.920 --> 01:47:09.260 not 5 ,000 articles in this. That's good. Alright. 01:47:10.699 --> 01:47:14.100 Token holders means person or entities who own 01:47:14.100 --> 01:47:16.380 and control Polis tokens from time to time as 01:47:16.380 --> 01:47:18.479 evidenced by the Solana blockchain that have 01:47:18.479 --> 01:47:20.220 been locked or staked in a manner that accords 01:47:20.220 --> 01:47:22.199 such persons or entities voting rights in the 01:47:22.199 --> 01:47:24.560 Star Atlas metaverse in accordance with the bylaws, 01:47:24.659 --> 01:47:27.359 if any, or such procedures as designated by directors. 01:47:28.859 --> 01:47:31.020 Written and in writing includes all modes of 01:47:31.020 --> 01:47:32.760 representing or reproducing words in visible 01:47:32.760 --> 01:47:37.880 form. Section 2. Except as provided above, words 01:47:37.880 --> 01:47:39.979 and expressions defined or used in the acts have 01:47:39.979 --> 01:47:43.180 the same meaning in these articles. Cool. Now 01:47:43.180 --> 01:47:47.760 we move on to preliminary. Section 3. The business 01:47:47.760 --> 01:47:49.560 of the foundation company may be commenced immediately 01:47:49.560 --> 01:47:52.399 upon registration pursuant to the acts. Section 01:47:52.399 --> 01:47:55.640 4. The foundation company may ratify any contract 01:47:55.640 --> 01:47:58.359 or other transaction entered into its name or 01:47:58.359 --> 01:48:00.939 on its behalf prior to registration. Section 01:48:00.939 --> 01:48:03.899 5. The preliminary expenses of incorporating 01:48:03.899 --> 01:48:07.960 the foundation company shall be paid. Foundation 01:48:07.960 --> 01:48:11.020 company, including any expenses concerning any 01:48:11.020 --> 01:48:13.079 contract or transaction ratified under Article 01:48:13.079 --> 01:48:18.399 4. Okay. Yeah, so, so far, it's just, it's saying 01:48:18.399 --> 01:48:21.039 normal stuff. You can pay for things. You can 01:48:21.039 --> 01:48:25.479 start doing things. All that. Next up, members. 01:48:25.859 --> 01:48:29.300 There we go. The subscribers. to the memorandum 01:48:29.300 --> 01:48:31.479 of association are the first members of the foundation 01:48:31.479 --> 01:48:36.380 company. Okay. Yeah. So we, I think I said that 01:48:36.380 --> 01:48:38.460 earlier, the subscriber, which was the person 01:48:38.460 --> 01:48:44.460 who signed by the way. So it would bend. It would 01:48:44.460 --> 01:48:49.020 have been, I'm pretty sure it's this person, 01:48:49.100 --> 01:48:54.000 a signatory of Walker's global. I think they're 01:48:54.000 --> 01:48:56.439 the, they're the subscriber. Yeah, there it is. 01:48:56.619 --> 01:48:58.760 Name and address. a description of subscriber. 01:49:00.079 --> 01:49:02.420 So that right there is your first member. That 01:49:02.420 --> 01:49:06.680 person has dictator power immediately upon signing 01:49:06.680 --> 01:49:09.859 this and it getting stamped. But as we learned 01:49:09.859 --> 01:49:12.399 with our Walkers Global people, our friends over 01:49:12.399 --> 01:49:16.979 Mel and Carolyn, that that's the director -led 01:49:16.979 --> 01:49:19.659 portion. And then you move over to the token 01:49:19.659 --> 01:49:22.079 holder -led portion where the subscriber will 01:49:22.079 --> 01:49:25.680 give up their power and then start the DAO by 01:49:25.680 --> 01:49:31.479 giving power to, Different people. That was. 01:49:33.300 --> 01:49:38.699 That was. This slide right here. And this from 01:49:38.699 --> 01:49:41.659 episode 59. Where we talked about the director 01:49:41.659 --> 01:49:45.579 led. So there went immediately upon. It all getting. 01:49:50.079 --> 01:49:52.420 They're not the director yet. So they choose 01:49:52.420 --> 01:49:56.729 a director. But the director -led is before the 01:49:56.729 --> 01:49:58.090 token holder -led, and the token holder -led 01:49:58.090 --> 01:50:01.430 is when you have councils and different members 01:50:01.430 --> 01:50:06.630 and the separation of powers. But in the beginning, 01:50:06.850 --> 01:50:10.590 right when you sign this thing, the first person 01:50:10.590 --> 01:50:17.430 to be a member is that subscriber. Okay? Section 01:50:17.430 --> 01:50:20.630 7. Subject to these articles, the directors may 01:50:20.630 --> 01:50:24.899 direct... Subject to these articles, the directors 01:50:24.899 --> 01:50:30.739 may, by director's resolution, admit as a member 01:50:30.739 --> 01:50:32.539 any person who has applied for membership in 01:50:32.539 --> 01:50:34.819 writing, and the terms of admission may restrict, 01:50:35.020 --> 01:50:37.600 enlarge, or exclude any or all of the voting 01:50:37.600 --> 01:50:41.840 and other rights or powers of members under these 01:50:41.840 --> 01:50:44.319 articles or provide for termination of membership 01:50:44.319 --> 01:50:47.619 at a specified time or in specified circumstances. 01:50:48.939 --> 01:50:52.439 Section 8. The directors, by director's resolution, 01:50:53.119 --> 01:50:54.979 may restrict or prohibit the subsequent admission 01:50:54.979 --> 01:50:57.760 of members. If the restriction or prohibition 01:50:57.760 --> 01:51:00.699 is expressed to be irrevocable, it may not be 01:51:00.699 --> 01:51:03.619 altered or revoked directly or through an alteration 01:51:03.619 --> 01:51:06.560 of these articles. Sandbox style, we had a lot 01:51:06.560 --> 01:51:09.920 to talk about on irrevocable there. They use 01:51:09.920 --> 01:51:11.880 that term a lot, and there are some questions 01:51:11.880 --> 01:51:14.500 as to just how irrevocable things were when you 01:51:14.500 --> 01:51:17.239 give unlimited god powers to a person or position. 01:51:18.020 --> 01:51:20.680 I don't have that question yet, but I'm already 01:51:20.680 --> 01:51:23.140 thinking. Later on in these articles, are they 01:51:23.140 --> 01:51:25.800 going to talk about that? If they do, then I'll 01:51:25.800 --> 01:51:27.539 have that question. And I'll have to reference 01:51:27.539 --> 01:51:31.380 section 8. So we'll see. We'll put it right here. 01:51:32.000 --> 01:51:34.000 Reference section 8, just in case it comes up 01:51:34.000 --> 01:51:40.739 again. That was the irrevocable part. Okay. The 01:51:40.739 --> 01:51:43.420 director's... Oh, let's take a look at director's 01:51:43.420 --> 01:51:47.579 resolution. What was that? Special resolution. 01:51:49.680 --> 01:51:51.939 Ordinary resolution means a resolution passed 01:51:51.939 --> 01:51:53.800 at a general meeting of the foundation company 01:51:53.800 --> 01:51:57.560 by a simple majority of votes cast or by a written 01:51:57.560 --> 01:52:02.600 resolution under the articles. It doesn't say 01:52:02.600 --> 01:52:05.739 what a director's resolution is here. So let's 01:52:05.739 --> 01:52:12.420 ask that. What is a director's... Where is a 01:52:12.420 --> 01:52:19.760 director's resolution defined? And we're going 01:52:19.760 --> 01:52:23.760 to say section 7. So we're referencing section 01:52:23.760 --> 01:52:34.920 7. That's page 8, section 7. Okay. Where do we 01:52:34.920 --> 01:52:38.920 leave off? We just went over section 8, so now 01:52:38.920 --> 01:52:41.460 we're in section 9. A person's membership of 01:52:41.460 --> 01:52:45.399 the foundation company terminates. Section 9A. 01:52:45.949 --> 01:52:48.430 If the person dies or being a corporation is 01:52:48.430 --> 01:52:51.430 resolved, section 9b. If the person resigns as 01:52:51.430 --> 01:52:53.109 a member by notice to the foundation company, 01:52:53.369 --> 01:52:55.770 resignation shall be effective immediately unless 01:52:55.770 --> 01:52:59.050 the notice states otherwise, or section 9c, as 01:52:59.050 --> 01:53:01.810 provided in the person's terms of admission as 01:53:01.810 --> 01:53:06.390 a member. Okay? Section 10. It is not a condition 01:53:06.390 --> 01:53:08.409 of this article that the foundation company continues 01:53:08.409 --> 01:53:14.489 to have one or more members. Okay? Did we ask 01:53:14.489 --> 01:53:18.300 that question? Yeah, we asked about the CSTED 01:53:18.300 --> 01:53:21.439 members. Okay. Why is that important? That's 01:53:21.439 --> 01:53:27.340 what I want to know. Why is that important? C 01:53:27.340 --> 01:53:29.640 question number. So we're going to link this 01:53:29.640 --> 01:53:36.939 to random association question. So question four. 01:53:38.819 --> 01:53:41.399 And we're going to keep numbering. We're going 01:53:41.399 --> 01:53:43.100 to carry over the numbering. So we're at question 01:53:43.100 --> 01:53:47.250 six now for article of association. And the question 01:53:47.250 --> 01:53:54.409 we're going to ask right now for the continue 01:53:54.409 --> 01:53:56.770 to have more members in the articles is going 01:53:56.770 --> 01:54:00.050 to be question 7. We're going to reference C 01:54:00.050 --> 01:54:07.890 question 4, Memorandum of Association, and we're 01:54:07.890 --> 01:54:15.880 referencing page 9, or excuse me, page 8. Of 01:54:15.880 --> 01:54:22.579 the PDF. And section 11. And because I don't 01:54:22.579 --> 01:54:25.239 want to go back to this, let's just write down 01:54:25.239 --> 01:54:31.300 what we need to. Highlight our keywords. And 01:54:31.300 --> 01:54:37.640 then we're good. All right. Section 11. The rights 01:54:37.640 --> 01:54:39.680 and powers of members are not assignable and, 01:54:39.800 --> 01:54:41.819 except as permitted by these articles or required 01:54:41.819 --> 01:54:44.250 by law, The rights or members of a member may 01:54:44.250 --> 01:54:47.090 not be exercised by any other person on behalf 01:54:47.090 --> 01:54:50.369 of the member. Alright, what is this saying? 01:54:50.590 --> 01:54:54.090 The rights and powers of members are not assignable, 01:54:54.189 --> 01:54:56.670 meaning the members can't give their rights to 01:54:56.670 --> 01:55:00.189 someone else, except as permitted by these articles 01:55:00.189 --> 01:55:01.850 or required by law. Alright, I haven't read anything 01:55:01.850 --> 01:55:04.789 yet that says they can. The rights or powers 01:55:04.789 --> 01:55:07.449 of a member may not be exercised by any other 01:55:07.449 --> 01:55:09.949 person on behalf of the member. Okay, so they're 01:55:09.949 --> 01:55:11.630 just kind of repeating the first clause there. 01:55:12.189 --> 01:55:15.470 All right, no questions there. Section 12, the 01:55:15.470 --> 01:55:17.989 rights and powers of members are free of any 01:55:17.989 --> 01:55:22.829 duty. Do they mean fiduciary duty? Let's find 01:55:22.829 --> 01:55:31.350 out. Does free of any duty mean fiduciary duty? 01:55:31.869 --> 01:55:41.350 That is reference page 9, section 12, or page 01:55:41.350 --> 01:55:46.930 8. Excuse me. Page 8. Okay. Cool. We're already 01:55:46.930 --> 01:55:51.010 at directors now. So, directors. Section 13. 01:55:51.350 --> 01:55:53.229 The foundation company shall at all times have 01:55:53.229 --> 01:55:57.390 at least one director. That's required by company 01:55:57.390 --> 01:56:00.930 law. Section 14. The first directors may be appointed 01:56:00.930 --> 01:56:03.170 by the subscribers to the memorandum. This is 01:56:03.170 --> 01:56:05.170 what I meant earlier when I showed you that slide 01:56:05.170 --> 01:56:09.949 of the director -led to the token -led. We're 01:56:09.949 --> 01:56:15.149 talking about... This slide here. All right, 01:56:15.149 --> 01:56:18.689 so when you incorporate the foundation, you at 01:56:18.689 --> 01:56:21.649 that moment only have one member, the subscriber. 01:56:22.010 --> 01:56:23.989 I guess technically you have two, the secretary. 01:56:24.310 --> 01:56:28.010 So the subscriber and the secretary. The subscriber 01:56:28.010 --> 01:56:32.770 will then appoint a director. At that point, 01:56:32.789 --> 01:56:35.869 you have three members. The director then starts 01:56:35.869 --> 01:56:41.270 appointing people, although Mel and Carolyn... 01:56:41.899 --> 01:56:46.100 said that, at least I heard them to say, that 01:56:46.100 --> 01:56:50.060 the director will then appoint all the different 01:56:50.060 --> 01:56:54.739 members or not, depending on what the actual 01:56:54.739 --> 01:56:59.260 laws are of the foundation company. If I say 01:56:59.260 --> 01:57:02.260 laws, I mean memorandum of association, article 01:57:02.260 --> 01:57:04.640 of association, both of which are known as constitution. 01:57:06.300 --> 01:57:11.260 But this here is saying this. Section 14 is saying 01:57:11.260 --> 01:57:15.960 it may be appointed by the subscribers. So they're 01:57:15.960 --> 01:57:18.500 giving the subscriber power to appoint that first 01:57:18.500 --> 01:57:22.460 director. Second 15. The directors, by notice 01:57:22.460 --> 01:57:24.220 to the foundation company, have the power to 01:57:24.220 --> 01:57:28.439 appoint or remove directors. Okay, so they are 01:57:28.439 --> 01:57:30.119 giving themselves the power to appoint themselves 01:57:30.119 --> 01:57:35.140 or remove themselves. Section 16. A person ceases 01:57:35.140 --> 01:57:37.159 to be a director if removed under the foregoing 01:57:37.159 --> 01:57:40.779 provisions or Section 16a. If the person dies 01:57:40.779 --> 01:57:42.960 or becomes bankrupt or being a corporation and 01:57:42.960 --> 01:57:46.180 turns into winding up or is dissolved. Section 01:57:46.180 --> 01:57:48.859 16b. If the person resigns as the director by 01:57:48.859 --> 01:57:50.899 notice of the foundation company, the resignation 01:57:50.899 --> 01:57:52.960 shall be effective immediately unless the notice 01:57:52.960 --> 01:57:58.100 states otherwise. Section 17. Subject to these 01:57:58.100 --> 01:58:00.920 articles and the bylaws, if any, the business 01:58:00.920 --> 01:58:03.239 and affairs of the foundation company shall be 01:58:03.239 --> 01:58:05.300 managed by or under the control of the directors. 01:58:05.850 --> 01:58:07.630 who may exercise all the powers of the foundation 01:58:07.630 --> 01:58:10.310 company other than those that are required by 01:58:10.310 --> 01:58:12.850 these articles or the bylaws to be exercised 01:58:12.850 --> 01:58:17.170 by the general meetings or others. This is basically 01:58:17.170 --> 01:58:21.050 saying the director is the catch -all. If there 01:58:21.050 --> 01:58:24.270 isn't anything that the bylaws says has to be 01:58:24.270 --> 01:58:27.909 exercised by a specific person, like a member 01:58:27.909 --> 01:58:30.649 or supervisor, if there isn't anything in a general 01:58:30.649 --> 01:58:34.039 meeting that says an activity has to be... exercised 01:58:34.039 --> 01:58:36.819 by a specific person, like a member or supervisor. 01:58:37.699 --> 01:58:41.220 Then by default, the director may exercise all 01:58:41.220 --> 01:58:47.140 those powers not named for other people. Like 01:58:47.140 --> 01:58:50.060 for the secretary, the secretary has to yearly 01:58:50.060 --> 01:58:57.659 send an assertion to the government that the 01:58:57.659 --> 01:58:59.600 articles are up to date and haven't been changed. 01:59:00.159 --> 01:59:05.000 That is something that the... Director does not 01:59:05.000 --> 01:59:08.640 have the authority to do. So that's an authority 01:59:08.640 --> 01:59:13.460 that is exercised outside of the director. All 01:59:13.460 --> 01:59:15.520 right, section 18. The director is made from 01:59:15.520 --> 01:59:17.760 time to time and at any point by power of attorney, 01:59:17.920 --> 01:59:21.180 whether under seal or hand, or otherwise appoint 01:59:21.180 --> 01:59:24.319 any company, firm, or person, or body of persons, 01:59:24.500 --> 01:59:26.840 whether nominated directly or indirected by the 01:59:26.840 --> 01:59:29.100 directors, to be the attorney or attorneys or 01:59:29.100 --> 01:59:32.560 author of signatory. any such person being an 01:59:32.560 --> 01:59:34.420 attorney or authorized signatory, respectively, 01:59:34.739 --> 01:59:37.979 of the company, for such purposes and with such 01:59:37.979 --> 01:59:42.720 powers, authorities and discretion, not exceeding 01:59:42.720 --> 01:59:45.060 those vested in or exercisable by the directors 01:59:45.060 --> 01:59:48.079 under these articles, and for such period and 01:59:48.079 --> 01:59:50.420 subject to such conditions as they may think 01:59:50.420 --> 01:59:53.140 fit, and any such power of attorney or other 01:59:53.140 --> 01:59:57.560 appointment may contain such provisions for the 01:59:57.560 --> 01:59:59.340 protection and convenience of persons dealing. 01:59:59.930 --> 02:00:02.569 any such attorney or authorized signatory as 02:00:02.569 --> 02:00:06.229 the directors may think fit and may also authorize 02:00:06.229 --> 02:00:08.869 any such attorney or authorized signatory to 02:00:08.869 --> 02:00:11.689 delegate all or any of the powers authorities 02:00:11.689 --> 02:00:18.250 and discretion vested in them wow wow all right 02:00:18.250 --> 02:00:23.069 hey ciggy thanks so you said i appreciate your 02:00:23.069 --> 02:00:26.590 attention to detail yeah i appreciate your understanding 02:00:26.590 --> 02:00:31.189 and knowledge of the the treasury and the the 02:00:31.189 --> 02:00:35.090 schedule timeline of events that you posted in 02:00:35.090 --> 02:00:38.149 chat and also talking about the percentages that 02:00:38.149 --> 02:00:42.869 go to Automata and the DAO. Thank you for that. 02:00:42.949 --> 02:00:47.090 Thank you for talking about that in chat. I want 02:00:47.090 --> 02:00:51.109 to break that down because this is huge, very, 02:00:51.210 --> 02:00:54.229 very big thing, but it's decipherable. We can 02:00:54.229 --> 02:00:58.729 start putting a weed whacker to it. show you 02:00:58.729 --> 02:01:02.329 what I think it's trying to say. Let's take all 02:01:02.329 --> 02:01:06.229 this out. We're going to use this as an example. 02:01:08.609 --> 02:01:15.289 Example of interpretation. We're going to paste 02:01:15.289 --> 02:01:18.329 this. Holy smokes. That's not what I wanted. 02:01:20.010 --> 02:01:25.069 Almost there. I'm going to start highlighting. 02:01:25.689 --> 02:01:29.270 Y 'all can't see what I'm doing. All right, let 02:01:29.270 --> 02:01:32.149 me show you how to interpret this. And this is 02:01:32.149 --> 02:01:34.729 just my, like I said, not financial or legal 02:01:34.729 --> 02:01:37.630 advice. I'm not a lawyer. All right, I just do 02:01:37.630 --> 02:01:41.189 contract writing. So I deal a lot with legal 02:01:41.189 --> 02:01:43.789 terms and stuff. So this is my interpretation 02:01:43.789 --> 02:01:46.270 as a business person. That's my background is 02:01:46.270 --> 02:01:50.470 business. When I put on my contracting hat, when 02:01:50.470 --> 02:01:53.869 I put on my contract manager hat, this is how 02:01:53.869 --> 02:01:56.210 I would interpret this from a business standpoint. 02:01:56.760 --> 02:02:01.920 All right, so the directors. You know what I 02:02:01.920 --> 02:02:04.500 want to do? I want to make this bigger. Let's 02:02:04.500 --> 02:02:08.960 make it like this. There we go. We're going to 02:02:08.960 --> 02:02:12.079 make this much bigger so that we can figure this 02:02:12.079 --> 02:02:17.699 out, okay? The directors. Key term, it's a person. 02:02:19.539 --> 02:02:26.199 All right? Now, it says... May from time to time. 02:02:28.000 --> 02:02:31.020 Which just means, you know, if they want to. 02:02:32.000 --> 02:02:35.699 I'm going to I'm going to swag this one. Because. 02:02:37.100 --> 02:02:40.159 It's it's kind of it. Sure. Great. But we don't 02:02:40.159 --> 02:02:43.119 really need it to interpret. Maybe I'll maybe 02:02:43.119 --> 02:02:50.739 we should do it like. There we go. So. Example 02:02:50.739 --> 02:02:58.069 interpretation. This is Section 18 of the Articles 02:02:58.069 --> 02:03:01.810 of Association. And all of you can follow along 02:03:01.810 --> 02:03:04.050 right now with me if you really wanted to. It's 02:03:04.050 --> 02:03:12.590 just page 9 of that PDF. So page 9, PDF. Trying 02:03:12.590 --> 02:03:19.329 to make it to where we can side -by -side this 02:03:19.329 --> 02:03:24.430 really easy. Alright, that's good enough for 02:03:24.430 --> 02:03:30.189 now. Yeah, there we go. So the directors made 02:03:30.189 --> 02:03:31.810 from time to time. So we're going to copy this 02:03:31.810 --> 02:03:37.050 first part. Still good. The directors made from 02:03:37.050 --> 02:03:39.630 time to time. Here's what I'm going to do instead. 02:03:40.649 --> 02:03:43.250 I'm going to track it live so you can see the 02:03:43.250 --> 02:03:46.310 before and after. From left to right. So left 02:03:46.310 --> 02:03:53.560 is before. This is so difficult, but okay. Cool. 02:03:54.500 --> 02:03:58.340 The directors may from time to time at any time 02:03:58.340 --> 02:04:00.739 by power of attorney. All right. So that's a 02:04:00.739 --> 02:04:03.060 key phrase. So we're going to mark that blue. 02:04:03.460 --> 02:04:07.880 So positions and titles will be in green. Okay. 02:04:08.119 --> 02:04:10.899 And blue is going to be a key phrase, whether 02:04:10.899 --> 02:04:13.460 under seal or underhand. And that just means 02:04:13.460 --> 02:04:16.579 you got to like stamp it or whatever, or otherwise 02:04:16.579 --> 02:04:20.180 a point. All right. So a point is an action verb. 02:04:20.670 --> 02:04:22.430 Anytime you have an action verb, you want to 02:04:22.430 --> 02:04:24.850 pay attention. So action verbs are what you do. 02:04:24.890 --> 02:04:28.229 You jump, you throw, you appoint, you designate. 02:04:28.310 --> 02:04:31.010 Those are some key phrases. We're going to make 02:04:31.010 --> 02:04:37.609 that red. Okay, so key phrases are going to be 02:04:37.609 --> 02:04:40.069 in blue. People are going to be in highlighted 02:04:40.069 --> 02:04:43.010 green and key action verbs are going to be red. 02:04:43.550 --> 02:04:46.829 All right, so you may appoint any firm, company, 02:04:47.069 --> 02:04:50.710 persons, or bodies of persons. That could be 02:04:50.710 --> 02:04:55.850 good enough. Whether nominated directly or indirectly. 02:04:56.149 --> 02:04:58.329 That just means whether formally in a meeting 02:04:58.329 --> 02:05:02.029 or I guess on a napkin. I guess you could nominate 02:05:02.029 --> 02:05:05.750 indirectly on a napkin. Not a key phrase. Probably 02:05:05.750 --> 02:05:09.250 going to end up removing it. Well, I can just 02:05:09.250 --> 02:05:11.170 strike through. That's right. I could just strike 02:05:11.170 --> 02:05:14.810 through. Forgot about that. Cool. All right. 02:05:14.810 --> 02:05:17.050 We're going to strike through in real time. So 02:05:17.050 --> 02:05:21.069 made from time to time at any time. We don't 02:05:21.069 --> 02:05:24.529 need that. So we're going to need the word may. 02:05:24.869 --> 02:05:29.329 All right, so may. May, by power of attorney, 02:05:29.550 --> 02:05:32.510 and under whether seal of hand or whatever, don't 02:05:32.510 --> 02:05:38.649 need that. May, by power of attorney, appoint 02:05:38.649 --> 02:05:42.029 any company, firm, or person or body of persons 02:05:42.029 --> 02:05:45.869 to be the attorney or attorney's or authorized 02:05:45.869 --> 02:05:47.590 signature. Now, this is where it gets kind of 02:05:47.590 --> 02:05:51.680 a little janky. But these are some pretty important 02:05:51.680 --> 02:05:55.380 ones right here. All right, so the attorney, 02:05:55.619 --> 02:05:58.859 probably not that important. Okay, I'll take 02:05:58.859 --> 02:06:02.460 that back. Not what we're looking for here. Authorized 02:06:02.460 --> 02:06:05.420 signature is what we're looking for here. That 02:06:05.420 --> 02:06:08.359 authorized signature, remember, if we go back 02:06:08.359 --> 02:06:14.420 to our memorandum, that authorized signature, 02:06:14.680 --> 02:06:20.470 where is it? Where is it? Here. authorized signature 02:06:20.470 --> 02:06:24.130 of walkers global the authorized signature in 02:06:24.130 --> 02:06:27.130 this case brought the whole foundation company 02:06:27.130 --> 02:06:29.989 into an existence into existence so that's a 02:06:29.989 --> 02:06:33.090 pretty important role to have to be an authorized 02:06:33.090 --> 02:06:35.670 signature okay there are many different types 02:06:35.670 --> 02:06:38.770 of authorized signatures right so victoria ashby 02:06:38.770 --> 02:06:42.109 could also be an authorized signatory but we 02:06:42.109 --> 02:06:45.689 see here in our slide that they're not just referencing 02:06:45.689 --> 02:06:47.760 any authorized signatory They're authorized, 02:06:47.800 --> 02:06:50.500 the attorneys and authorized signatories that 02:06:50.500 --> 02:06:53.460 are defined. All right, so let's go back to our 02:06:53.460 --> 02:06:58.020 Section 1 and look at what was defined. Okay? 02:06:59.720 --> 02:07:02.619 Right? We did define that, right? I'm pretty 02:07:02.619 --> 02:07:07.439 sure that's why they put that in here. Hold the 02:07:07.439 --> 02:07:11.279 phone. I don't see it in our A's. Oh, dear, it's 02:07:11.279 --> 02:07:15.340 only here. Okay. Well... Maybe then I'm striking 02:07:15.340 --> 02:07:17.699 that from the list, because if it's not needed, 02:07:18.000 --> 02:07:20.720 if it's not defined, then we're not going to 02:07:20.720 --> 02:07:23.819 really worry about it. Any such person being 02:07:23.819 --> 02:07:26.220 an attorney or authorized signatory, respectively, 02:07:26.640 --> 02:07:29.920 I don't really know. The word respectively makes 02:07:29.920 --> 02:07:33.039 it seem like they defined it somewhere, but they 02:07:33.039 --> 02:07:37.180 didn't. So what's that about? I don't know. Let's 02:07:37.180 --> 02:07:42.539 look up attorney. That has eight hits. Proxies. 02:07:42.539 --> 02:07:44.960 No, it's all in here. Okay, so if it's all contained 02:07:44.960 --> 02:07:46.520 in here, that means that I can pretty much do 02:07:46.520 --> 02:07:50.060 whatever. I'm going to strike it. That doesn't 02:07:50.060 --> 02:07:54.340 seem to matter much. To be an attorney or author 02:07:54.340 --> 02:08:00.159 or attorney to attorney or attorneys. Oh, they're 02:08:00.159 --> 02:08:05.340 just really covering their tracks. They're just 02:08:05.340 --> 02:08:09.600 really covering their bases on that. Of the company, 02:08:09.880 --> 02:08:16.279 right? So company. Okay. Oh, I'm sorry. This 02:08:16.279 --> 02:08:21.739 is a key phrase. Authorized signature is a key 02:08:21.739 --> 02:08:24.119 phrase. So we're going to mark that blue. We're 02:08:24.119 --> 02:08:30.140 going to mark you green. To be the attorney. 02:08:32.979 --> 02:08:35.979 Authorized signature is both. Oh, there we go. 02:08:36.859 --> 02:08:41.729 Authorized signatory as a person. Authorized 02:08:41.729 --> 02:08:48.970 signatory as both a person and a key phrase because 02:08:48.970 --> 02:08:51.630 it seems like they're both. All right, so that's 02:08:51.630 --> 02:08:55.550 pretty cool. Of the company for such purposes 02:08:55.550 --> 02:08:58.609 and with such powers, authorities and discretion, 02:08:59.029 --> 02:09:01.750 not exceeding those vested in or exercisable 02:09:01.750 --> 02:09:04.609 by the director under these articles. That's 02:09:04.609 --> 02:09:06.289 kind of confusing, but it's basically saying 02:09:06.289 --> 02:09:10.229 you can't do more than what the articles say. 02:09:11.059 --> 02:09:15.920 So, okay, cool, I'm going to strike that. Of 02:09:15.920 --> 02:09:18.720 the company for such purposes and with such powers, 02:09:18.760 --> 02:09:22.239 authorities, and discretion. And for such a peer, 02:09:22.279 --> 02:09:25.140 okay, here, such powers, authority, and discretion 02:09:25.140 --> 02:09:30.319 is a key phrase. Such purposes and such powers, 02:09:30.380 --> 02:09:32.560 authority, is really just going to say, look 02:09:32.560 --> 02:09:35.840 at the articles here and read what the director 02:09:35.840 --> 02:09:40.420 can do. That's really what it's going to end 02:09:40.420 --> 02:09:43.760 up saying here. And for such a period and subject 02:09:43.760 --> 02:09:46.239 to such conditions as they may think fit, okay, 02:09:46.380 --> 02:09:51.619 we can strike that. And any such power of attorney 02:09:51.619 --> 02:09:55.359 or other appointment may contain such provisions 02:09:55.359 --> 02:09:58.199 for the protection and convenience of the persons 02:09:58.199 --> 02:10:00.720 dealing with such attorney as they may think 02:10:00.720 --> 02:10:03.060 fit. Again, not important for what we're after 02:10:03.060 --> 02:10:07.289 here. And may also... May also authorize any 02:10:07.289 --> 02:10:10.329 such attorney or authorized signatory to delegate. 02:10:10.630 --> 02:10:12.590 All right, so this is why it was getting confusing. 02:10:14.609 --> 02:10:23.449 To delegate. So may also authorize to delegate. 02:10:25.350 --> 02:10:29.729 That's a key power as well. So here's the key 02:10:29.729 --> 02:10:37.220 person doing the thing. All or any. Of the powers. 02:10:38.020 --> 02:10:41.500 Eh. We can get rid of that. Even though that 02:10:41.500 --> 02:10:44.100 is kind of fascinating. I'm going to underline 02:10:44.100 --> 02:10:47.300 it. It's kind of like a sub. If I were paying 02:10:47.300 --> 02:10:49.520 attention to this in a different light. Like 02:10:49.520 --> 02:10:51.380 what is the limitation of this power. That would 02:10:51.380 --> 02:10:53.239 be an important part. But not in understanding 02:10:53.239 --> 02:10:58.340 this. Authorities and discretions. Vested in 02:10:58.340 --> 02:11:04.479 them. Vested in them is. It's going to be. I 02:11:04.479 --> 02:11:07.480 guess we can mark the whole thing blue. Okay, 02:11:07.480 --> 02:11:12.960 here we go. I just swacked like most of it. And 02:11:12.960 --> 02:11:14.800 it's not because the rest of it's not important, 02:11:14.920 --> 02:11:17.840 but because when you're trying to understand 02:11:17.840 --> 02:11:20.960 this thing, all of the parentheses just kind 02:11:20.960 --> 02:11:24.539 of like gives you parameters. But the parameter 02:11:24.539 --> 02:11:27.279 isn't important enough for you to decide, for 02:11:27.279 --> 02:11:29.380 you to understand what's really happening here. 02:11:29.859 --> 02:11:33.880 Okay, so we're gonna start swacking now. So everything 02:11:33.880 --> 02:11:38.420 that is... Struck through, we're going to delete. 02:11:40.199 --> 02:11:46.500 And we'll see what it looks like. Oh. And it 02:11:46.500 --> 02:11:48.479 should still make sense after we're done here. 02:11:50.380 --> 02:11:55.460 Oh, look at that. Look how big it got now. Cool. 02:11:56.359 --> 02:12:00.960 Now, let's reread this. The directors may, by 02:12:00.960 --> 02:12:07.270 power of attorney, appoint any company firm or 02:12:07.270 --> 02:12:14.869 body of persons or person to be the attorney 02:12:14.869 --> 02:12:20.050 or authorized signatory of the company for such 02:12:20.050 --> 02:12:23.109 purposes and with such powers, authorities, and 02:12:23.109 --> 02:12:27.109 discretion, and may also authorize any such attorney 02:12:27.109 --> 02:12:30.470 or authorized signatory to delegate. My bad, 02:12:30.470 --> 02:12:36.000 that is a red word, meaning... It is a action 02:12:36.000 --> 02:12:40.260 verb. To delegate authorities and discretion 02:12:40.260 --> 02:12:45.199 vested in them. All right, do you see the flow 02:12:45.199 --> 02:12:47.159 already? We might be able to cut down here in 02:12:47.159 --> 02:12:49.460 the middle. Such purposes and with such powers, 02:12:49.479 --> 02:12:54.800 authorities and discretion. I feel like there 02:12:54.800 --> 02:12:59.520 could have been a period here. Okay, all right, 02:12:59.520 --> 02:13:02.899 I get it now. We're going to mark this one red. 02:13:03.390 --> 02:13:05.710 And I'm breaking my rule a little bit, but I 02:13:05.710 --> 02:13:08.489 think it's for a good cause. So here you'd have 02:13:08.489 --> 02:13:12.989 directors made from time to time appoint a power 02:13:12.989 --> 02:13:17.229 of attorney, or I'm sorry, by power of attorney, 02:13:17.350 --> 02:13:21.090 appoint someone to be an authorized signatory 02:13:21.090 --> 02:13:25.430 and give them powers and discretion. And that 02:13:25.430 --> 02:13:29.250 power is limited by whatever the director may 02:13:29.250 --> 02:13:34.789 see fit. and also may authorize that person to 02:13:34.789 --> 02:13:37.069 delegate that power that they gave them to someone 02:13:37.069 --> 02:13:42.430 else. Okay, so here's how it reads. The directors 02:13:42.430 --> 02:13:47.510 may, by power of attorney, appoint any person 02:13:47.510 --> 02:13:53.069 or body of people or company to be the attorney 02:13:53.069 --> 02:13:58.569 or authorized signatory of the company. And they 02:13:58.569 --> 02:14:02.600 may also do so for such purposes and powers as 02:14:02.600 --> 02:14:09.039 the director sees fit and may also authorize 02:14:09.039 --> 02:14:11.960 that same attorney or authorized signatory to 02:14:11.960 --> 02:14:16.520 delegate that same power delegated to them to 02:14:16.520 --> 02:14:20.079 other people okay so let's break this down just 02:14:20.079 --> 02:14:23.359 a little bit more instead of or we're going to 02:14:23.359 --> 02:14:29.170 put a slash and then i think that will be You 02:14:29.170 --> 02:14:31.449 know, instead of making this red authorized signatory, 02:14:31.649 --> 02:14:34.689 I'm going to make it, I'm going to underline 02:14:34.689 --> 02:14:36.829 it. Because that's going to be where it becomes 02:14:36.829 --> 02:14:41.430 clear what the power is. For such purposes and 02:14:41.430 --> 02:14:46.090 within such powers. Discretions. I'm going to 02:14:46.090 --> 02:14:49.449 strike this. Because they really just use it 02:14:49.449 --> 02:14:53.750 to talk about the limitation. That's red, isn't 02:14:53.750 --> 02:15:03.079 it? Yes, it is. There we go. Okay. I think we've 02:15:03.079 --> 02:15:07.699 arrived now. The directors, made by power of 02:15:07.699 --> 02:15:16.119 attorney, appoint any company, firm, body, person, 02:15:16.359 --> 02:15:22.119 sorry, appoint any company, firm, person, body 02:15:22.119 --> 02:15:24.979 of persons to be the attorney or authorized signatory 02:15:24.979 --> 02:15:29.590 of the company. and may also authorize any such 02:15:29.590 --> 02:15:34.350 attorney or authorized signatory to delegate 02:15:34.350 --> 02:15:39.529 those authorities and discretion, authorities 02:15:39.529 --> 02:15:42.609 vested in them. See how we just cut that down? 02:15:42.710 --> 02:15:47.630 So this director, and highlighted green, may 02:15:47.630 --> 02:15:49.390 by power of attorney, which is a key phrase, 02:15:49.689 --> 02:15:53.989 appoint, so they may do that, appointing any, 02:15:54.050 --> 02:15:59.579 basically anybody, to be the attorney or authorized 02:15:59.579 --> 02:16:02.300 signatory. Now, the only place authorized signatory 02:16:02.300 --> 02:16:08.319 pops up is PDF. You got to take it by itself. 02:16:09.699 --> 02:16:15.840 Pops open as the person who was the first subscriber 02:16:15.840 --> 02:16:20.859 and brought the company into existence. So the 02:16:20.859 --> 02:16:25.590 directors may reappoint a subscriber. As an authorized 02:16:25.590 --> 02:16:29.789 signatory to do things. And in this case, the 02:16:29.789 --> 02:16:33.389 authorized signatory was a very, very important 02:16:33.389 --> 02:16:40.469 person to the Star Atlas Foundation. Okay? And 02:16:40.469 --> 02:16:45.969 may do that of the foundation company and may 02:16:45.969 --> 02:16:50.969 also authorize that same person to delegate, 02:16:51.350 --> 02:16:55.850 to be able to delegate it to other people. persons, 02:16:55.870 --> 02:16:58.409 body persons, company firms. All right, so that's 02:16:58.409 --> 02:17:01.350 how you break that down from this big, huge, 02:17:01.409 --> 02:17:09.569 indecipherable wall of text into bam. You start 02:17:09.569 --> 02:17:13.190 deleting things that are parentheses. You start 02:17:13.190 --> 02:17:17.530 highlighting people. You start finding key phrases 02:17:17.530 --> 02:17:20.709 like power of attorney. And then you start, you 02:17:20.709 --> 02:17:24.350 mark up all of the verbs, point, authorize, delegate. 02:17:24.870 --> 02:17:28.510 Because the people plus the nouns plus the verbs 02:17:28.510 --> 02:17:32.450 equals the authority, the actions. Right? That's 02:17:32.450 --> 02:17:34.430 what you're after to try and decipher this stuff. 02:17:34.750 --> 02:17:37.069 That was cool. That was a cool deviation. I don't 02:17:37.069 --> 02:17:40.889 mind that one. That's going to be over three 02:17:40.889 --> 02:17:45.250 hours at this point, I think. Yeah. I think we're 02:17:45.250 --> 02:17:51.709 not going to make it before three hours. But 02:17:51.709 --> 02:17:56.159 that was fun. So that was section 18. All right, 02:17:56.159 --> 02:18:00.879 so let's go back where we left off. All right, 02:18:00.899 --> 02:18:03.620 so we just read through that whole thing. Section 02:18:03.620 --> 02:18:12.100 18 here. So we're going to keep going now. Section 02:18:12.100 --> 02:18:14.319 19. The directors may from time to time provide 02:18:14.319 --> 02:18:16.540 for the management of the affairs of the foundation 02:18:16.540 --> 02:18:18.979 company in such manner as they think fit. And 02:18:18.979 --> 02:18:21.260 the provisions contained in the three next following 02:18:21.260 --> 02:18:23.399 articles shall not limit the general powers conferred 02:18:23.399 --> 02:18:28.479 by this article. Okay. Let's go back to our interpretation 02:18:28.479 --> 02:18:30.819 slide. I want to point something out. They say 02:18:30.819 --> 02:18:34.299 this again in section 19. May from time to time 02:18:34.299 --> 02:18:36.860 and at any time. That just means whenever they 02:18:36.860 --> 02:18:39.860 want. Whether under seal or under hand. Seal 02:18:39.860 --> 02:18:43.040 means stamp. Hand means what signature? I guess 02:18:43.040 --> 02:18:47.059 electronic signature now. Whether nominated directly 02:18:47.059 --> 02:18:50.719 or indirectly. Indirectly by the directors. I 02:18:50.719 --> 02:18:52.700 guess that means the director can, by proxy, 02:18:52.879 --> 02:18:57.020 say, like, hey, secretary, I authorize you to 02:18:57.020 --> 02:19:00.760 go nominate someone. So that would be indirectly 02:19:00.760 --> 02:19:06.219 nominating through someone else. Okay. Any such 02:19:06.219 --> 02:19:08.280 person be an attorney or authorized signatory. 02:19:09.579 --> 02:19:12.780 That makes me think that this is defined somewhere. 02:19:14.059 --> 02:19:19.780 Let's maybe take a look at... That's Sandow 56, 02:19:20.120 --> 02:19:24.979 which was our reading of the law. I'm doing a 02:19:24.979 --> 02:19:29.020 search there. I don't see anything about authorization. 02:19:29.360 --> 02:19:32.819 So I don't think that's the thing. And the company's, 02:19:32.819 --> 02:19:37.200 the foundation company's law, the foundation 02:19:37.200 --> 02:19:39.540 company's act or the company's act, either one. 02:19:39.760 --> 02:19:43.120 Okay. Anyways, but this, this print in parentheses, 02:19:43.299 --> 02:19:46.020 excuse me, in quotations here. Makes it seem 02:19:46.020 --> 02:19:48.600 like it's defined somewhere, but it wasn't. So 02:19:48.600 --> 02:19:51.799 I don't know. And then here, this big one that 02:19:51.799 --> 02:19:54.559 I deleted. Not exceeding those vested in or exercisable 02:19:54.559 --> 02:19:56.959 by the directors under these articles. Okay? 02:19:57.000 --> 02:20:01.479 So that was what we're going over right now here 02:20:01.479 --> 02:20:07.799 in section under the directors chapter, sections 02:20:07.799 --> 02:20:10.500 13 through now we're at 19. All right, so those 02:20:10.500 --> 02:20:15.899 are, that's the vested authority. Okay? And then, 02:20:15.899 --> 02:20:18.440 and for such period and subject to the conditions 02:20:18.440 --> 02:20:21.159 as they may think fit. So however long they want 02:20:21.159 --> 02:20:24.299 and under whatever parameters they want. Like 02:20:24.299 --> 02:20:26.719 you may do all of my powers except for this power. 02:20:27.760 --> 02:20:30.100 And any such power of attorney or other appointment 02:20:30.100 --> 02:20:32.500 may contain such provisions for the protection 02:20:32.500 --> 02:20:35.059 and convenience of the person's dealing with. 02:20:35.180 --> 02:20:38.120 The person's dealing with is the director, by 02:20:38.120 --> 02:20:42.520 the way. So, I mean, that's just saying, that's 02:20:42.520 --> 02:20:46.059 just giving the... Director the power to appoint 02:20:46.059 --> 02:20:49.600 and authorize and delegate whenever they want, 02:20:49.659 --> 02:20:51.680 however they want, and whatever limitations they 02:20:51.680 --> 02:20:55.700 want. That's all I deleted. That's the extra 02:20:55.700 --> 02:21:03.000 stuff. Okay. All right, let's get back to section 02:21:03.000 --> 02:21:06.379 20 now. The directors from time to time at any 02:21:06.379 --> 02:21:09.360 time may establish any committees, local boards, 02:21:09.360 --> 02:21:11.920 or agencies for managing. Any of the affairs 02:21:11.920 --> 02:21:14.479 of the company and may appoint any person to 02:21:14.479 --> 02:21:17.180 be a member of any such committees or local boards 02:21:17.180 --> 02:21:19.819 and may appoint any managers or agents of the 02:21:19.819 --> 02:21:21.600 foundation company and may fix the remuneration 02:21:21.600 --> 02:21:25.600 of any such person. Any committee so formed shall 02:21:25.600 --> 02:21:28.760 exercise, shall in the exercise of the power 02:21:28.760 --> 02:21:32.340 so delegated pursuant to Article 21 conform to 02:21:32.340 --> 02:21:33.940 any regulations that may be imposed on it by 02:21:33.940 --> 02:21:36.659 the directors. This is fascinating. This is the 02:21:36.659 --> 02:21:38.700 first time. Oops, you can't see what I'm doing. 02:21:39.389 --> 02:21:40.770 This is the first time I'm seeing something like 02:21:40.770 --> 02:21:43.969 this. I think what I just read here in section 02:21:43.969 --> 02:21:49.770 20 is what the Star Atlas Council is under. I 02:21:49.770 --> 02:21:54.649 don't know. So let's find out. All right, so 02:21:54.649 --> 02:21:59.829 now we're in question nine. Is this section talking 02:21:59.829 --> 02:22:07.530 how Star Atlas Council... Is this section what... 02:22:08.940 --> 02:22:16.700 The Star Atlas Council is formed under a local 02:22:16.700 --> 02:22:21.299 board. All right, so that's become its own new 02:22:21.299 --> 02:22:23.379 key phrase. I've never seen that language before. 02:22:23.879 --> 02:22:29.620 Is a local board the Star Atlas Council? That's 02:22:29.620 --> 02:22:34.559 kind of cool. That gives them powers that the 02:22:34.559 --> 02:22:38.440 Sandbox Foundation does not give. It's special 02:22:38.440 --> 02:22:42.200 counsel. All right, and then it says, look at 02:22:42.200 --> 02:22:45.180 Article 21 to see how these powers should be 02:22:45.180 --> 02:22:51.059 executed. Okay, and let's look at 21. The directors 02:22:51.059 --> 02:22:53.280 from time to time and at any time may delegate 02:22:53.280 --> 02:22:55.659 to any such committee, local board manager, or 02:22:55.659 --> 02:22:57.819 agent any of the powers, authorities, or discretions 02:22:57.819 --> 02:23:00.899 for the time being vested in the directors. Whoa. 02:23:01.180 --> 02:23:03.459 And may authorize the members from time to time 02:23:03.459 --> 02:23:05.719 being of any such committee, local board manager, 02:23:05.860 --> 02:23:09.379 or agent. to fill any vacancies therein, and 02:23:09.379 --> 02:23:12.040 to act notwithstanding vacancies, and any such 02:23:12.040 --> 02:23:14.840 appointment or delegation may be made on such 02:23:14.840 --> 02:23:17.299 terms and subject to such conditions as the directors 02:23:17.299 --> 02:23:20.620 may think fit, and the directors may at any time 02:23:20.620 --> 02:23:23.360 remove any person so appointed, and may annul, 02:23:23.399 --> 02:23:26.780 which means cancel, or vary any such delegation, 02:23:27.079 --> 02:23:29.940 but no person dealing in good faith and without 02:23:29.940 --> 02:23:33.260 notice of any such annulment or variation shall 02:23:33.260 --> 02:23:37.920 be affected thereby. Okay, this is a, whoa. This 02:23:37.920 --> 02:23:41.559 is a good one. This is a powerful, powerful section. 02:23:49.879 --> 02:23:56.920 Page are we on? Page nine. Holy smokes. Okay. 02:23:57.979 --> 02:24:02.219 Let's slow down on this one. This should have 02:24:02.219 --> 02:24:03.559 been the one I interpreted the interpretation 02:24:03.559 --> 02:24:07.379 of. In fact, let's do that one in real time. 02:24:07.819 --> 02:24:16.479 All right, let's do that. Section 22. Or 21, 02:24:16.600 --> 02:24:23.479 excuse me. We're on page 9 of the Articles of 02:24:23.479 --> 02:24:27.020 Association. All right, we're going to do this 02:24:27.020 --> 02:24:29.940 for section 21 because this seems super duper 02:24:29.940 --> 02:24:34.750 important. Okay. We're going to do the same thing 02:24:34.750 --> 02:24:39.290 we just did. The directors. That is a person. 02:24:39.489 --> 02:24:41.850 So we're going to highlight them. From time to 02:24:41.850 --> 02:24:45.870 time and any time. In consequence to what we're 02:24:45.870 --> 02:24:48.389 after. So we're going to delete that. They delegate. 02:24:48.610 --> 02:24:51.370 That is an action verb. So it gets to be read. 02:24:52.090 --> 02:24:55.290 To any such committee, local board manager, or 02:24:55.290 --> 02:24:57.530 agent. Those are people now. So that's going 02:24:57.530 --> 02:25:01.670 to be highlighted green. Oh, and we need to update 02:25:01.670 --> 02:25:06.469 the question to. Not just that, but also... Is 02:25:06.469 --> 02:25:11.510 it a local board or committee? That's what we 02:25:11.510 --> 02:25:15.430 wanted. It could be either one. Is the SAR Atlas 02:25:15.430 --> 02:25:17.469 Council one of those? Because if so, they're 02:25:17.469 --> 02:25:21.709 being formed under Section 21 of the Articles 02:25:21.709 --> 02:25:24.010 of Association. That's the first time I've seen 02:25:24.010 --> 02:25:28.969 something like that. Any of the powers, authorities, 02:25:29.250 --> 02:25:34.200 and discretions? May delegate to any such committee, 02:25:34.360 --> 02:25:37.399 local board, manager, any of the powers, authorities, 02:25:37.520 --> 02:25:40.420 and discretions. That seems like a key phrase, 02:25:40.540 --> 02:25:43.520 so we're going to mark that blue. Because that's 02:25:43.520 --> 02:25:52.559 what you do. Green is who. Red is how. And blue 02:25:52.559 --> 02:25:56.420 is what. The director delegated to the committee 02:25:56.420 --> 02:25:59.659 all of these powers. Okay? For the time being. 02:26:00.170 --> 02:26:02.510 Vested in the directors. Okay, that just means 02:26:02.510 --> 02:26:04.350 while the director is a director, you can vest. 02:26:04.530 --> 02:26:09.129 The director can authorize their own power. So 02:26:09.129 --> 02:26:13.209 we're going to delete that. And may authorize. 02:26:14.590 --> 02:26:16.290 Oh, wait, you know what? This is how it would 02:26:16.290 --> 02:26:19.930 make sense if I just delete this part only and 02:26:19.930 --> 02:26:22.909 said left in the directors. So vest any of the 02:26:22.909 --> 02:26:25.389 powers, authorities, and discretions in the directors. 02:26:25.850 --> 02:26:30.159 There. That makes sense. This is kind of like 02:26:30.159 --> 02:26:34.479 a key phrase, actually. So we're going to mark 02:26:34.479 --> 02:26:39.459 this blue. Okay. And may authorize the members 02:26:39.459 --> 02:26:43.139 for the time being any of such many to fill. 02:26:43.840 --> 02:26:48.059 Okay. And may authorize. And all this is just 02:26:48.059 --> 02:26:52.860 a repeat. So we're going to schwack it. Authorize 02:26:52.860 --> 02:26:59.120 is an action verb. It gets to be read. To fill 02:26:59.120 --> 02:27:03.879 any vacancies. That is a key phrase. It gets 02:27:03.879 --> 02:27:09.520 to be blue. Therein, and to act, notwithstanding 02:27:09.520 --> 02:27:15.239 vacancies. And to act. Vacancies? I don't know 02:27:15.239 --> 02:27:19.040 what that means. To fill any vacancies and to 02:27:19.040 --> 02:27:23.979 act vacancies. Notwithstanding, oh, wait a minute. 02:27:24.159 --> 02:27:27.100 We're not done yet. And to act. That needs to 02:27:27.100 --> 02:27:31.479 be a comma. notwithstanding vacancies and any 02:27:31.479 --> 02:27:37.959 such appointment or delegation. And to act. I 02:27:37.959 --> 02:27:41.340 think the comma goes there. I think that's what. 02:27:43.020 --> 02:27:45.920 On such terms and subject to such conditions. 02:27:47.819 --> 02:27:51.639 As the directors may think fit. There we go. 02:27:51.760 --> 02:27:52.819 All right, this is starting to come together. 02:27:53.139 --> 02:28:01.069 All right, so here. And to act. We can delete 02:28:01.069 --> 02:28:05.389 this part. And to act on such terms and subject 02:28:05.389 --> 02:28:08.370 to such conditions as the director may think 02:28:08.370 --> 02:28:12.129 fit. I'm going to keep this as a key phrase. 02:28:13.069 --> 02:28:15.430 And we're going to highlight the person involved. 02:28:16.190 --> 02:28:19.049 It's making more sense now. And the directors 02:28:19.049 --> 02:28:26.030 may at any time remove an annul or vary. Okay, 02:28:26.049 --> 02:28:28.200 so they can change it whenever they want. which 02:28:28.200 --> 02:28:31.319 is fine, we'll delete that. But no person dealing 02:28:31.319 --> 02:28:33.620 in good faith and without notice of any such 02:28:33.620 --> 02:28:36.299 annulment or variation shall be affected thereby. 02:28:36.760 --> 02:28:41.299 But no person dealing in good faith and without 02:28:41.299 --> 02:28:45.120 notice. Oh, this is saying that if they're not 02:28:45.120 --> 02:28:48.799 given proper notice of that annulment, then they're 02:28:48.799 --> 02:28:52.420 not affected. So if the director just decides, 02:28:52.559 --> 02:28:54.100 hey, I'm going to fire you, but doesn't tell 02:28:54.100 --> 02:28:57.870 them. and that person is still acting in good 02:28:57.870 --> 02:29:00.790 faith in the authority, that annulment did not 02:29:00.790 --> 02:29:03.190 happen. That firing did not happen unless they're 02:29:03.190 --> 02:29:08.049 properly notified. Okay, that's good. Not important 02:29:08.049 --> 02:29:11.450 for what we're after here. I mean, it kind of 02:29:11.450 --> 02:29:15.510 is. I mean, it's there, so why not? It's kind 02:29:15.510 --> 02:29:21.049 of like an aside. There. Dealing in good faith 02:29:21.049 --> 02:29:26.559 is a key phrase. Shall be affected. Key phrase. 02:29:26.959 --> 02:29:31.719 There we go. Okay. So let's bring that one over 02:29:31.719 --> 02:29:36.760 to our right -hand side. Shrack away the stuff. 02:29:38.319 --> 02:29:42.159 Look at this. Look at this. Cool. That is cool. 02:29:42.540 --> 02:29:45.200 The directors may delegate to any such committee, 02:29:45.360 --> 02:29:47.639 local board, manager, or agent. All right, let's 02:29:47.639 --> 02:29:53.059 do our little... Like that. There we go. The 02:29:53.059 --> 02:29:54.959 directors may delegate to any such committee, 02:29:55.120 --> 02:29:58.239 local board, manager, agent, any of the powers, 02:29:58.299 --> 02:30:03.299 authorities, and discretions in the directors 02:30:03.299 --> 02:30:06.879 and may authorize to fill any vacancies therein 02:30:06.879 --> 02:30:11.719 and to act on such terms and subject to such 02:30:11.719 --> 02:30:16.520 conditions as the directors may think fit. No 02:30:16.520 --> 02:30:18.180 person dealing in good faith shall be affected. 02:30:19.420 --> 02:30:23.090 Cool. Cool. Well, that makes sense. So the director 02:30:23.090 --> 02:30:26.590 can delegate to anybody, and they may authorize 02:30:26.590 --> 02:30:29.750 that same person to fill vacancies. So they can 02:30:29.750 --> 02:30:32.930 have that director hire members, officers, or 02:30:32.930 --> 02:30:39.329 whatever. That's pretty cool. All right. Section 02:30:39.329 --> 02:30:41.629 22. The directors may from time to time appoint 02:30:41.629 --> 02:30:43.750 any person, whether or not a director, to hold 02:30:43.750 --> 02:30:45.770 such office in the company as the directors may 02:30:45.770 --> 02:30:48.030 think necessary for the administration of the 02:30:48.030 --> 02:30:50.090 company, including but not limited to the office 02:30:50.090 --> 02:30:51.829 of the president. one or more vice presidents, 02:30:51.989 --> 02:30:54.270 treasurers, assistant treasurer, manager, or 02:30:54.270 --> 02:30:58.690 controller for such term and at such remuneration, 02:30:58.889 --> 02:31:02.450 remuneration means salary or compensation, whether 02:31:02.450 --> 02:31:04.530 by way of salary or commission or participation 02:31:04.530 --> 02:31:07.770 in profits or partly in one way and partly in 02:31:07.770 --> 02:31:11.190 another, okay? Which means could we go either 02:31:11.190 --> 02:31:14.090 way or both? And with such powers and duties 02:31:14.090 --> 02:31:16.629 as the directors may think fit, any person so 02:31:16.629 --> 02:31:18.790 appointed by directors may be removed by the 02:31:18.790 --> 02:31:23.010 directors. The directors may appoint one or more 02:31:23.010 --> 02:31:25.770 of their member to the office of managing director 02:31:25.770 --> 02:31:28.569 upon like terms, but any such appointment shall 02:31:28.569 --> 02:31:35.489 ipso facto, which means if then therefore, kind 02:31:35.489 --> 02:31:40.170 of like terminate if any managing director ceases 02:31:40.170 --> 02:31:44.090 from any cause to be a director, or if the directors 02:31:44.090 --> 02:31:46.469 resolve that their tenure of office shall be 02:31:46.469 --> 02:31:48.430 terminated. This kind of has like a Lord of the 02:31:48.430 --> 02:31:52.409 Rings, one ring to rule them all vibe. The director 02:31:52.409 --> 02:31:55.989 who appoints other directors may revoke and remove 02:31:55.989 --> 02:31:58.170 those directors. So it doesn't seem like those 02:31:58.170 --> 02:31:59.690 directors that have been appointed can remove 02:31:59.690 --> 02:32:01.370 the original director. So it's kind of like the 02:32:01.370 --> 02:32:05.629 Ring of Sauron sort of thing. Section 23. Any 02:32:05.629 --> 02:32:08.309 such delegates, as aforesaid, may be authorized 02:32:08.309 --> 02:32:11.969 by the directors to subdelegate all or any of 02:32:11.969 --> 02:32:14.350 the powers, authorities, and discretion for the 02:32:14.350 --> 02:32:17.340 time being vested in them. Sub delegate is a 02:32:17.340 --> 02:32:20.540 interesting word. It only appears once. Let's 02:32:20.540 --> 02:32:23.680 take out this attack there. Dash. Nope. Just 02:32:23.680 --> 02:32:29.139 there. Sub delegate. Sub delegate. You know what 02:32:29.139 --> 02:32:33.340 I want to know? This is just a gee whiz question. 02:32:34.979 --> 02:32:41.239 Why does sub delegate. Delete. Delegate only 02:32:41.239 --> 02:32:47.190 appear once. Aren't we sub. Delegating in section 02:32:47.190 --> 02:32:59.049 23 and all other may at any time appoint statements. 02:32:59.450 --> 02:33:02.989 That's just a gee whiz. It's not super important. 02:33:03.110 --> 02:33:06.829 It's just interesting to me how they choose some 02:33:06.829 --> 02:33:09.209 statements here, some words there, and not words 02:33:09.209 --> 02:33:11.170 that are everywhere else. I want to know about 02:33:11.170 --> 02:33:19.700 that. This is page nine. Section 22. Okay. And 02:33:19.700 --> 02:33:24.420 reference section... Not yet. All right. Section 02:33:24.420 --> 02:33:28.680 24. The director shall observe these... Section 02:33:28.680 --> 02:33:30.440 24. The director shall observe these articles 02:33:30.440 --> 02:33:32.819 and the bylaws and shall at all times act in 02:33:32.819 --> 02:33:35.440 the interest of the foundation company and its 02:33:35.440 --> 02:33:38.940 objects. Okay. That sounds like a fiduciary statement. 02:33:41.000 --> 02:33:45.969 Did we already have the fiduciary question? Yeah. 02:33:45.969 --> 02:33:49.510 So then we're going to say MOA, uh, the articles 02:33:49.510 --> 02:33:58.590 association reference section 25 or 24 page 10. 02:34:08.909 --> 02:34:10.950 It would be more fun if this document replaced 02:34:10.950 --> 02:34:13.049 director with Sauron and just made this known 02:34:13.049 --> 02:34:19.250 in the definitions. See, that was good. That 02:34:19.250 --> 02:34:25.030 was really good. I like that. Siggy, I like you. 02:34:31.489 --> 02:34:38.069 Give me a second. I wasn't expecting you to say 02:34:38.069 --> 02:34:49.549 that. Back to reading. Well done, Siggy. Well 02:34:49.549 --> 02:34:56.069 done. Well done, lad. All right, where was I? 02:34:56.610 --> 02:34:59.770 Section 25. The director shall give to the general 02:34:59.770 --> 02:35:02.409 meeting or the persons who have the right to, 02:35:02.409 --> 02:35:05.549 I think, attend. It's blocked by the top right 02:35:05.549 --> 02:35:08.430 stamp, but the right to attend the general meeting. 02:35:08.870 --> 02:35:11.549 Such reports, accounts, information, and explanations 02:35:11.549 --> 02:35:14.069 concerning the business and affairs of the foundation 02:35:14.069 --> 02:35:16.649 company and the discharge of the director's duties 02:35:16.649 --> 02:35:19.329 and the exercise of their powers as may be required 02:35:19.329 --> 02:35:21.569 by an ordinary resolution of the foundation company. 02:35:22.290 --> 02:35:25.489 Ordinary resolution was, if I recall, just a 02:35:25.489 --> 02:35:30.889 simple majority, right? Greater than 50 %? Resolution 02:35:30.889 --> 02:35:34.729 passed by a simple majority, yeah. And then special 02:35:34.729 --> 02:35:40.879 resolution means two -thirds. Section 26. The 02:35:40.879 --> 02:35:42.760 duties of the directors are owed to the foundation 02:35:42.760 --> 02:35:45.559 company only. Section 27. Directors remuneration, 02:35:45.659 --> 02:35:48.280 which means salary compensation, shall be at 02:35:48.280 --> 02:35:50.780 such rates and on such terms as may be agreed 02:35:50.780 --> 02:35:53.959 by directors resolutions. Section 28. A director 02:35:53.959 --> 02:35:57.079 who is in any way, whether directly or indirectly, 02:35:57.299 --> 02:36:00.639 interested in a contract or proposed contract 02:36:00.639 --> 02:36:03.500 with the foundation company shall declare the 02:36:03.500 --> 02:36:06.120 nature of his interest at the meetings of the 02:36:06.120 --> 02:36:09.610 directors. Awesome. A general notice given to 02:36:09.610 --> 02:36:13.530 the directors by any director to the effect that 02:36:13.530 --> 02:36:16.450 he is to be regarded as interested in any contract 02:36:16.450 --> 02:36:19.790 or other arrangement which may thereafter be 02:36:19.790 --> 02:36:22.829 made with that company or firm shall be deemed 02:36:22.829 --> 02:36:26.049 a sufficient declaration of interest in regard 02:36:26.049 --> 02:36:28.889 to any contract so made. A director may vote 02:36:28.889 --> 02:36:32.250 in respect of any contract or proposed contract 02:36:32.250 --> 02:36:35.360 or arrangement notwithstanding. that he may be 02:36:35.360 --> 02:36:38.239 interested therein, and if he does so, his vote 02:36:38.239 --> 02:36:41.299 shall be counted, and he may be counted in the 02:36:41.299 --> 02:36:43.959 quorum at any meeting of the directors at which 02:36:43.959 --> 02:36:46.479 any such contract or proposed contract or arrangement 02:36:46.479 --> 02:36:48.819 shall come before the meeting for consideration. 02:36:49.360 --> 02:36:54.200 Holy shite. That is awesome. That is one of the 02:36:54.200 --> 02:36:57.200 deepest cutting conflict of interest statements. 02:36:58.520 --> 02:37:02.139 Cool. I like that. This is a good disclosure. 02:37:02.360 --> 02:37:04.590 So this is requiring the director. if they have 02:37:04.590 --> 02:37:08.469 a conflict of interest or if they have a financial 02:37:08.469 --> 02:37:15.850 interest, must and is required to make that known 02:37:15.850 --> 02:37:18.290 at a general meeting. So disclosure. So when 02:37:18.290 --> 02:37:20.969 I made disclosures earlier on this slide over 02:37:20.969 --> 02:37:29.790 here, where I made a disclosure here that I was 02:37:29.790 --> 02:37:34.610 running for election number two, that. That sentence 02:37:34.610 --> 02:37:37.989 that we just read basically said the director 02:37:37.989 --> 02:37:44.350 must disclose things. That's cool. I like that. 02:37:44.889 --> 02:37:49.149 I like that a lot. Yeah. Let's look at this middle 02:37:49.149 --> 02:37:52.469 part. A director may vote in respect of any contract 02:37:52.469 --> 02:37:56.629 or proposed contract, notwithstanding that he 02:37:56.629 --> 02:37:59.030 may be interested therein. And if he does, so 02:37:59.030 --> 02:38:01.129 his vote should be counted. A general notice 02:38:01.129 --> 02:38:04.780 given to directors. To the effect that he is 02:38:04.780 --> 02:38:07.360 to be regarded as interested in any contract, 02:38:07.500 --> 02:38:11.940 which may thereafter be made the company or firm 02:38:11.940 --> 02:38:14.360 shall be deemed a sufficient declaration of interest. 02:38:14.559 --> 02:38:17.719 Okay, so once they disclose, then they can continue 02:38:17.719 --> 02:38:19.540 about their business. So even though there is 02:38:19.540 --> 02:38:21.520 a conflict of interest there, they're still allowed 02:38:21.520 --> 02:38:25.479 to do, vote, be the thing that they want to do. 02:38:26.459 --> 02:38:30.360 Okay, 29. A director may hold any other office 02:38:30.360 --> 02:38:32.620 or place of profit under the foundation company. 02:38:33.159 --> 02:39:03.549 Other than the office of auditor. or on behalf 02:39:03.549 --> 02:39:05.649 of the foundation company in which any director 02:39:05.649 --> 02:39:08.510 is in any way interested, be liable or be avoided, 02:39:08.709 --> 02:39:11.329 nor shall any director so contracting or being 02:39:11.329 --> 02:39:14.989 so interested be liable to account to the foundation 02:39:14.989 --> 02:39:17.409 company for any profit realized by any such contract 02:39:17.409 --> 02:39:19.829 or arrangement by reason of such director holding 02:39:19.829 --> 02:39:23.049 the office or of by fiduciary relation thereby 02:39:23.049 --> 02:39:26.889 established. A director notwithstanding his interest 02:39:26.889 --> 02:39:30.350 may be counted in the quorum present at any meeting 02:39:30.350 --> 02:39:33.819 of the directors whereat. he or any other director 02:39:33.819 --> 02:39:37.920 is appointed to hold any such office or place 02:39:37.920 --> 02:39:40.559 of profit under the foundation company, or whereat 02:39:40.559 --> 02:39:42.920 the terms of any such appointment are arranged, 02:39:43.059 --> 02:39:46.840 and he may vote on any such appointment or arrangement. 02:39:47.299 --> 02:39:51.100 Okay, I think this is kind of a... I think they're 02:39:51.100 --> 02:39:54.719 right here in the second sentence. Or the second 02:39:54.719 --> 02:40:00.000 part. A director may hold any other office under 02:40:00.000 --> 02:40:02.309 a foundation company. conjunction with his office 02:40:02.309 --> 02:40:07.190 okay so he can be both a director and a supervisor 02:40:07.190 --> 02:40:11.049 sounds like and on such term as the director 02:40:11.049 --> 02:40:13.430 may determine so they can determine themselves 02:40:13.430 --> 02:40:17.969 okay and no director or intending director shall 02:40:17.969 --> 02:40:20.290 be disqualified from his office from contracting 02:40:20.290 --> 02:40:22.989 with the foundation company either with regard 02:40:22.989 --> 02:40:25.889 to his tenure okay so even um even if there is 02:40:25.889 --> 02:40:27.450 a conflict of interest they're saying that that's 02:40:27.450 --> 02:40:29.750 okay here that's what i'm reading out of section 02:40:29.750 --> 02:40:32.440 29 Conflict of interest may exist, they just 02:40:32.440 --> 02:40:33.979 have to disclose it, and once they disclose it, 02:40:34.059 --> 02:40:36.260 they're good. They can continue to have a conflict 02:40:36.260 --> 02:40:38.780 of interest and still operate as the director. 02:40:40.680 --> 02:40:42.440 And there's a lot of protections here, so they're 02:40:42.440 --> 02:40:45.879 not liable for a whole bunch of stuff. Section 02:40:45.879 --> 02:40:49.159 30. Any director may act by himself or in his 02:40:49.159 --> 02:40:50.979 firm in a professional capacity for the foundation 02:40:50.979 --> 02:40:53.959 company, and he is or his firm shall be entitled 02:40:53.959 --> 02:40:56.100 to remuneration for professional services as 02:40:56.100 --> 02:40:58.909 if he were not a director. provided that nothing 02:40:58.909 --> 02:41:01.750 herein contained shall authorize a director or 02:41:01.750 --> 02:41:04.270 his firm to act as an auditor to the foundation 02:41:04.270 --> 02:41:08.569 company. An auditor is a person who is designated, 02:41:08.690 --> 02:41:11.750 I think, by the courts, or can be designated 02:41:11.750 --> 02:41:17.090 by a non -course, a foundation company, to inspect, 02:41:17.329 --> 02:41:22.129 like an appointed auditor. So this is saying 02:41:22.129 --> 02:41:24.889 that the director can be any other role they 02:41:24.889 --> 02:41:27.590 want except for an auditor. Okay, good to go. 02:41:28.190 --> 02:41:31.850 Next section is supervisors. Section 31. The 02:41:31.850 --> 02:41:34.750 first supervisor is DS Limited. What is that? 02:41:36.770 --> 02:41:44.889 Who is that? What or who is DS Limited? Okay, 02:41:44.889 --> 02:41:51.110 that seems like a person. Page 10. We're at 11 02:41:51.110 --> 02:41:57.420 now. Section 31. Yeah, I don't know. I never 02:41:57.420 --> 02:42:01.620 heard of that. Sounds like a person, so we'll 02:42:01.620 --> 02:42:06.739 highlight him green. Okay. The directors, section 02:42:06.739 --> 02:42:08.659 32, the directors have the power exercisable 02:42:08.659 --> 02:42:10.540 by director's resolution to appoint or remove 02:42:10.540 --> 02:42:13.379 supervisors. Section 33, the director's resolution 02:42:13.379 --> 02:42:17.680 appoint a supervisor may, section 33A, give the 02:42:17.680 --> 02:42:19.959 supervisor rights to remuneration or indemnity 02:42:19.959 --> 02:42:24.079 by the foundation company. Indemnity. Section 02:42:24.079 --> 02:42:26.959 33B, provide for the termination of the supervisor's 02:42:26.959 --> 02:42:31.180 appointment at a specified time. This unreadable 02:42:31.180 --> 02:42:34.360 word there, and it ends with specified circumstances. 02:42:35.340 --> 02:42:38.680 Section 34, a person ceases to be a supervisor. 02:42:39.479 --> 02:42:42.579 When, section 34A, if the person dies or becomes 02:42:42.579 --> 02:42:45.379 bankrupt or being a corporation, enters into 02:42:45.379 --> 02:42:48.739 winding up or is dissolved. Section 34B, if the 02:42:48.739 --> 02:42:50.959 person resigns as supervisor by notice to his 02:42:50.959 --> 02:42:53.659 foundation company. Resignation shall be effective 02:42:53.659 --> 02:42:56.479 immediately unless the notice states otherwise. 02:42:57.700 --> 02:43:00.299 Section 34c. If the person becomes a director 02:43:00.299 --> 02:43:02.479 or acquires any interest or duty that conflicts 02:43:02.479 --> 02:43:04.399 with any duty of the person as a supervisor, 02:43:04.600 --> 02:43:07.020 unless authorized by the directors or by a special 02:43:07.020 --> 02:43:10.399 resolution of the foundation company. Section 02:43:10.399 --> 02:43:13.940 34d. As provided in the person's term of appointment 02:43:13.940 --> 02:43:19.620 as a supervisor. Or section 34e. If removed in 02:43:19.620 --> 02:43:22.719 accordance with these articles. Looking at the 02:43:22.719 --> 02:43:24.399 chat. Siggy, are you talking about indemnity? 02:43:26.340 --> 02:43:29.219 Indemnity, in legal and insurance context, refers 02:43:29.219 --> 02:43:31.459 to a contractual obligation where one party, 02:43:31.579 --> 02:43:34.299 the indemnitor, promises to compensate another 02:43:34.299 --> 02:43:37.819 party, the indemnity, for losses or damages often 02:43:37.819 --> 02:43:40.100 arising from a specified event or activity, like 02:43:40.100 --> 02:43:43.760 in the court of law. The word I could not read? 02:43:44.920 --> 02:43:55.370 Let's go back. Oh. That. Is smart. Man, Siggy, 02:43:55.450 --> 02:44:00.030 you are. Provided for the termination of the 02:44:00.030 --> 02:44:02.290 supervisor's appointment at a specified time 02:44:02.290 --> 02:44:06.909 or in specified circumstances. Okay. Provided 02:44:06.909 --> 02:44:11.110 for the termination of the supervisor's appointment 02:44:11.110 --> 02:44:16.010 at a specified time or in specified circumstances. 02:44:18.030 --> 02:44:22.510 Look at you, Siggy. What a pro. You are a professional, 02:44:22.590 --> 02:44:25.450 my man. Thank you. I didn't even think about 02:44:25.450 --> 02:44:34.629 that. Okay. 34. C. A person ceases to be a supervisor 02:44:34.629 --> 02:44:36.909 if the person becomes a director or acquires 02:44:36.909 --> 02:44:39.209 any interest or duty that conflicts with any 02:44:39.209 --> 02:44:41.809 duty of the person as a supervisor, unless authorized 02:44:41.809 --> 02:44:44.190 by the directors or by a special resolution of 02:44:44.190 --> 02:44:47.170 the special foundation company. Why is that the 02:44:47.170 --> 02:44:49.389 only... Wait, what? Hold on. That doesn't make 02:44:49.389 --> 02:44:53.270 any sense. So the director doesn't have a conflict 02:44:53.270 --> 02:44:59.750 of interest, but a supervisor does. Why seems 02:44:59.750 --> 02:45:03.969 to be a conflicting, not conflicting, what's 02:45:03.969 --> 02:45:06.530 it called where one person's allowed to do something, 02:45:06.590 --> 02:45:09.469 but the other person's not? Do as I see, not 02:45:09.469 --> 02:45:17.350 as I do type thing. Do as I say, not as I do. 02:45:18.950 --> 02:45:23.409 contradiction between the conflict of interest 02:45:23.409 --> 02:45:30.569 rules of supervisor and director. All right. 02:45:30.610 --> 02:45:42.409 So supervisor would be section 34 C. So if the 02:45:42.409 --> 02:45:46.200 supervisor becomes a director, then They cease 02:45:46.200 --> 02:45:48.479 to be a supervisor, but a director can be a supervisor. 02:45:50.420 --> 02:45:54.680 So that would be section 29. So it's kind of 02:45:54.680 --> 02:45:59.139 like a big double standard. Thank you, Yuma. 02:46:01.319 --> 02:46:04.479 Double standard. There we go. Seems to be a double 02:46:04.479 --> 02:46:11.680 standard here. And director, section 34C and 02:46:11.680 --> 02:46:21.159 section 29. Supervisor can... Director can be 02:46:21.159 --> 02:46:28.219 a supervisor. Be both director and supervisor. 02:46:29.379 --> 02:46:34.979 There we go. So supervisor gets highlighted. 02:46:36.379 --> 02:46:49.399 Director gets highlighted. Ugh. Here we go. Okay. 02:46:51.879 --> 02:46:57.340 Cool. Hypocrisy, Siggy said. Yeah, that too. 02:46:57.719 --> 02:47:01.020 But legal hypocrisy is okay as long as it gets 02:47:01.020 --> 02:47:03.020 justified the right way. And that's why we call 02:47:03.020 --> 02:47:05.459 it double standard. But yeah, hypocrisy would 02:47:05.459 --> 02:47:08.659 be another word. There might be some good reasons 02:47:08.659 --> 02:47:15.489 for that, though. So we'll see. Section 34. D. 02:47:17.329 --> 02:47:19.829 A person ceases to be a supervisor as provided 02:47:19.829 --> 02:47:22.170 in the person's terms of appointment as a supervisor. 02:47:22.370 --> 02:47:25.709 Or 34E, if removed in accordance with these articles. 02:47:26.510 --> 02:47:29.690 Section 35. For such a time as the foundation 02:47:29.690 --> 02:47:31.850 company has no members, the foundation company 02:47:31.850 --> 02:47:33.209 is required to have at least one supervisor. 02:47:34.549 --> 02:47:38.309 That's required by law. If this requirement is 02:47:38.309 --> 02:47:40.489 not met, the directors shall appoint one or more 02:47:40.489 --> 02:47:42.729 supervisors on such terms as it think fits to 02:47:42.729 --> 02:47:44.870 make up the shortfall. failing which the director 02:47:44.870 --> 02:47:47.069 shall apply to the court under Section 19 .2 02:47:47.069 --> 02:47:50.670 of the Foundation Companies Act. That was, like, 02:47:50.770 --> 02:47:55.889 if they need help, then they would go to Section 02:47:55.889 --> 02:48:00.450 19. Looks like I skipped 19. Oh, Foundation Company 02:48:00.450 --> 02:48:05.809 Act. Not the Companies Act. And Section 19 is 02:48:05.809 --> 02:48:11.700 the Grand Court's function. Yeah, so... that 02:48:11.700 --> 02:48:13.719 just talks about how the court plays a role in 02:48:13.719 --> 02:48:18.879 resolving disputes. So 19 .2, or section 19 .2 02:48:18.879 --> 02:48:21.920 of Foundation Company Act talks about resolving 02:48:21.920 --> 02:48:27.979 disputes. Okay, section 36. A supervisor, section 02:48:27.979 --> 02:48:30.819 36A, has the right to receive notice of and attend 02:48:30.819 --> 02:48:34.520 and vote at general meetings, and 36B shall observe 02:48:34.520 --> 02:48:37.100 these articles and the bylaws. All right, the 02:48:37.100 --> 02:48:40.700 first one is required. So there... They have 02:48:40.700 --> 02:48:44.319 to be given notice of and attend. Section 37. 02:48:44.700 --> 02:48:46.940 The directors in their soul and absolute discretion 02:48:46.940 --> 02:48:49.459 may provide a supervisor with copies or access 02:48:49.459 --> 02:48:51.979 to the reports, accounts, information, and explanations 02:48:51.979 --> 02:48:53.860 concerning the foundation company's business 02:48:53.860 --> 02:48:56.719 and affairs as they see fit. The supervisor otherwise 02:48:56.719 --> 02:48:58.899 has no right to request, receive any such reports, 02:48:59.100 --> 02:49:01.680 accounts, information, and or explanations. That 02:49:01.680 --> 02:49:03.719 conflicts. I think that conflicts with what the 02:49:03.719 --> 02:49:07.100 law says. All right. And we got to cite our source 02:49:07.100 --> 02:49:16.840 on this one. So. Does section 37, does the supervisors 02:49:16.840 --> 02:49:26.479 has no right to request statement conflict with 02:49:26.479 --> 02:49:30.399 CA and FCL, which is Companies Act and Foundation 02:49:30.399 --> 02:49:35.280 Companies Law. And we are referencing around 02:49:35.280 --> 02:49:46.860 page 11. Section 37. Okay. So let's pull this 02:49:46.860 --> 02:49:50.319 one apart. So CA is the company's act. Can't 02:49:50.319 --> 02:49:52.200 remember. I'll have to find out here in a second 02:49:52.200 --> 02:49:55.840 which one it is. All right. FCL is a company, 02:49:55.959 --> 02:49:59.440 foundation company law. They're saying the supervisor 02:49:59.440 --> 02:50:03.120 can be limited in what they can access. I don't 02:50:03.120 --> 02:50:06.940 remember that being what the rule is. I remember 02:50:06.940 --> 02:50:09.379 the rule being very different. that the supervisor 02:50:09.379 --> 02:50:14.260 is a must have access they're the only ones that 02:50:14.260 --> 02:50:18.000 cannot be shut out but let's take a look maybe 02:50:18.000 --> 02:50:21.700 i read that wrong all right so what i'm going 02:50:21.700 --> 02:50:27.100 to do is i'm going to show you all i still have 02:50:27.100 --> 02:50:32.120 it yes there it is section so we're at 71 let's 02:50:32.120 --> 02:50:40.489 look for look for supervisor Supervisor means 02:50:40.489 --> 02:50:42.610 a person or a member under the foundation who 02:50:42.610 --> 02:50:45.030 has an unconditional right to attend and vote 02:50:45.030 --> 02:50:47.229 at general meetings, whether or not the person 02:50:47.229 --> 02:50:51.010 has supervisory powers or duties. Yeah, so right 02:50:51.010 --> 02:50:56.409 there, the definitions of the articles. Then 02:50:56.409 --> 02:51:03.510 so we're going to reference FCL, page 5, and 02:51:03.510 --> 02:51:10.270 we're in section 2. Supervisor. So the definition 02:51:10.270 --> 02:51:12.190 of the supervisor is already talking about how 02:51:12.190 --> 02:51:14.969 they have the unconditional right. So there are 02:51:14.969 --> 02:51:19.809 no conditions. Let's keep going, because I think 02:51:19.809 --> 02:51:23.590 it gets even more. The Constitution may grant 02:51:23.590 --> 02:51:25.329 the right for a person to be a member or supervisor. 02:51:25.909 --> 02:51:29.549 The foundation company may cease to have a member, 02:51:29.709 --> 02:51:32.909 but must have at least one supervisor. So they 02:51:32.909 --> 02:51:37.010 always have to have a supervisor. Okay, keep 02:51:37.010 --> 02:51:42.260 going. And there we go. Alright, so we got what 02:51:42.260 --> 02:51:44.780 we needed out of that. I think there's a contradiction 02:51:44.780 --> 02:51:48.239 going on there, but I don't know. I'd have to 02:51:48.239 --> 02:51:53.319 ask. Section 38. The powers granted to the supervisor 02:51:53.319 --> 02:51:55.540 under these articles may only be exercised in 02:51:55.540 --> 02:51:57.159 the interest of the foundation company as objects. 02:51:57.819 --> 02:52:01.379 Section 39. Any duties of the supervisor are 02:52:01.379 --> 02:52:03.200 owed to the foundation company only. Section 02:52:03.200 --> 02:52:05.360 40. Without prejudice to their rights under the 02:52:05.360 --> 02:52:07.059 foundation company's act, and notwithstanding 02:52:07.059 --> 02:52:09.420 any other provisions of these articles, Supervisor 02:52:09.420 --> 02:52:12.020 shall have no supervisory duties whatsoever in 02:52:12.020 --> 02:52:14.000 respect of any aspect of the foundation company, 02:52:14.180 --> 02:52:17.360 including the limitation to carrying on of its 02:52:17.360 --> 02:52:19.680 objects or in respect of any actions or decisions 02:52:19.680 --> 02:52:23.040 of any directors or officers of the foundation 02:52:23.040 --> 02:52:25.959 company from time to time or any other agents, 02:52:26.079 --> 02:52:27.620 representatives, nominees, proxies, delegates. 02:52:28.879 --> 02:52:31.780 And any supervisor duties which may be implied 02:52:31.780 --> 02:52:34.020 or attributed to the supervisor under the law 02:52:34.020 --> 02:52:37.360 are hereby disapplied to the maximum extent permitted 02:52:37.360 --> 02:52:45.620 by law. Wow. Is that even permitted by law? So 02:52:45.620 --> 02:52:49.139 what we want to ask here is, to what extent does 02:52:49.139 --> 02:52:59.600 hereby this applied to the maximum extent permitted 02:52:59.600 --> 02:53:08.420 by law? To what extent is actually permitted? 02:53:08.969 --> 02:53:16.010 By law. What? Duties are allowed to be disapplied. 02:53:16.290 --> 02:53:20.489 There we go. That's what I want to know. Because 02:53:20.489 --> 02:53:28.629 the whole purpose of a supervisor is to keep 02:53:28.629 --> 02:53:33.250 everyone honest. I don't know what this is trying 02:53:33.250 --> 02:53:37.149 to say. I feel like it's trying to say they're 02:53:37.149 --> 02:53:39.340 not allowed to do anything. But the supervisor 02:53:39.340 --> 02:53:42.540 has an unconditional right to attend meetings 02:53:42.540 --> 02:53:47.239 and stuff. Lots of stuff. So I don't know what's 02:53:47.239 --> 02:53:51.559 going on there. We want to cite the same stuff. 02:53:53.020 --> 02:53:58.100 See what they say. I say they as if they're going 02:53:58.100 --> 02:54:00.360 to answer. I'll submit the questions and see. 02:54:03.559 --> 02:54:06.020 Beneficiaries, here we go. Section 41, the foundation 02:54:06.020 --> 02:54:08.579 company shall have... Shall not have any person 02:54:08.579 --> 02:54:13.639 designated as beneficiaries. Uh -oh. I want to 02:54:13.639 --> 02:54:17.379 know why. Because beneficiaries are, can be a 02:54:17.379 --> 02:54:20.260 pretty, to me, seem like a pretty important role. 02:54:22.739 --> 02:54:36.120 Why was this chosen? Why does the A say no? There 02:54:36.120 --> 02:54:38.799 we go. I just want to know why. Why is it chosen? 02:54:40.159 --> 02:54:44.500 This is page 12 now. Getting close. Section 41. 02:54:46.319 --> 02:54:48.719 Okay. An officiary definitely gets highlighted. 02:54:50.420 --> 02:54:55.600 Okay. Secretary. Section 42. First secretary 02:54:55.600 --> 02:55:00.049 is Walker's Corporate Limited. Section 43. The 02:55:00.049 --> 02:55:02.409 directors have the power exercisable by director's 02:55:02.409 --> 02:55:04.149 resolution to appoint or remove the secretary 02:55:04.149 --> 02:55:07.250 or any assistant secretary, provided always that 02:55:07.250 --> 02:55:09.629 there shall be at all times be a qualified person, 02:55:09.809 --> 02:55:11.889 as defined under the Foundation Companies Act, 02:55:12.069 --> 02:55:14.530 appointed as a secretary, and no secretary shall 02:55:14.530 --> 02:55:16.870 cease to hold office till a qualified person 02:55:16.870 --> 02:55:19.170 has been appointed in the secretary's place and 02:55:19.170 --> 02:55:21.549 the registrar has been notified. That is exactly 02:55:21.549 --> 02:55:24.389 what the law says. A secretary must be a qualified 02:55:24.389 --> 02:55:27.069 person. Qualified means certified by a SEMA. 02:55:29.100 --> 02:55:31.620 Section 44. The remuneration of the secretary 02:55:31.620 --> 02:55:34.979 shall be at such rate and on such terms as agreed 02:55:34.979 --> 02:55:38.059 in writing by the directors. Section 45. The 02:55:38.059 --> 02:55:39.739 secretary shall at all times comply with the 02:55:39.739 --> 02:55:41.979 requirements of regulatory laws of the Companies 02:55:41.979 --> 02:55:44.840 Act and shall be entitled to receive from Foundation 02:55:44.840 --> 02:55:48.600 Company and any interested person such information 02:55:48.600 --> 02:55:51.079 as the secretary may reasonably require for such 02:55:51.079 --> 02:55:55.840 compliance. Section 46. Section 16 of the Foundation 02:55:55.840 --> 02:55:58.459 Companies Act shall be observed. Okay, what was 02:55:58.459 --> 02:56:04.579 that again? Section 16 was the secretary. Foundation 02:56:04.579 --> 02:56:07.760 company shall have a qualified person. Okay, 02:56:07.840 --> 02:56:11.979 got it. General meetings. Section 47. The foundation 02:56:11.979 --> 02:56:13.899 company shall hold a general meeting when required 02:56:13.899 --> 02:56:16.639 to do so in accordance with Article 48. Section 02:56:16.639 --> 02:56:18.799 48. The secretary shall convene a general meeting 02:56:18.799 --> 02:56:25.100 of the foundation company when required to do 02:56:25.100 --> 02:56:28.940 so by written requisition of 48a. Any person 02:56:28.940 --> 02:56:30.420 who has the right to attend general meetings 02:56:30.420 --> 02:56:36.500 or 48b. The directors. Section 49. The persons 02:56:36.500 --> 02:56:38.920 who have the right to receive notice of and to 02:56:38.920 --> 02:56:41.360 attend and have one vote each at general meetings 02:56:41.360 --> 02:56:45.959 are 49a. Any members and 49b. Those supervisors. 02:56:47.940 --> 02:56:50.780 Section 50. General meetings shall be convened 02:56:50.780 --> 02:56:53.579 by not less than 21 days notice, exclusive of 02:56:53.579 --> 02:56:56.120 the day notice was served. To everyone entitled 02:56:56.120 --> 02:56:58.360 to attend, unless all persons entitled to attend 02:56:58.360 --> 02:57:02.059 agree to short notice or no notice. The notice 02:57:02.059 --> 02:57:04.540 shall state the place, day, and hour of the meeting 02:57:04.540 --> 02:57:07.440 and the general nature of the business be transacted. 02:57:09.280 --> 02:57:12.040 Section 51. The accidental omission to give notice 02:57:12.040 --> 02:57:14.459 of a general meeting to any person so entitled 02:57:14.459 --> 02:57:17.299 or to the non -receipt of a notice of a meeting 02:57:17.299 --> 02:57:18.979 shall not invalidate the proceedings at that 02:57:18.979 --> 02:57:21.379 meeting. I had a question there. Is this the 02:57:21.379 --> 02:57:23.840 same thing from Sandbox now? I had a question 02:57:23.840 --> 02:57:27.040 out of that, so I'm going to pull a question 02:57:27.040 --> 02:57:33.899 from the sandbox DAO. Actually, I haven't. All 02:57:33.899 --> 02:57:37.399 right. Okay, so here's the question I asked. 02:57:38.979 --> 02:57:43.239 Why does the accidental omission not invalidate 02:57:43.239 --> 02:57:47.159 the proceedings? There are two loopholes that 02:57:47.159 --> 02:57:50.239 I had from sandbox that still apply here in this 02:57:50.239 --> 02:57:53.200 case. Loophole one is... The meeting notice was 02:57:53.200 --> 02:57:56.059 forgotten about. Supervisor was not notified 02:57:56.059 --> 02:57:59.360 of that meeting where a supervisor was voted 02:57:59.360 --> 02:58:10.879 out. Blue poll two. A special resolution vote 02:58:10.879 --> 02:58:16.319 is held, but the founder was accidentally omitted. 02:58:17.920 --> 02:58:22.020 Because it says of any person here. Not the founder, 02:58:22.139 --> 02:58:24.479 I'm sorry, the director. If the director was 02:58:24.479 --> 02:58:26.959 accidentally omitted and the director was voted 02:58:26.959 --> 02:58:30.600 out or a special resolution vote was carried 02:58:30.600 --> 02:58:33.559 out, isn't that a loophole? Someone can just 02:58:33.559 --> 02:58:38.620 kind of shoehorn something in? Yeah. Confused 02:58:38.620 --> 02:58:45.180 about that. So, there you go. Section 52. No 02:58:45.180 --> 02:58:46.879 business shall be transacted at a general meeting 02:58:46.879 --> 02:58:49.860 unless a quorum is present in person or by proxy 02:58:49.860 --> 02:58:52.909 when the meeting... is proceeds to business quorum 02:58:52.909 --> 02:58:55.069 is a majority of the persons entitled to attend 02:58:55.069 --> 02:58:57.510 and vote okay so there there's a little bit of 02:58:57.510 --> 02:59:04.049 a catch that's good quorum requirement in section 02:59:04.049 --> 02:59:07.809 52. so even though that's still a loophole there 02:59:07.809 --> 02:59:11.250 all right 53 at any general meeting of the foundation 02:59:11.250 --> 02:59:14.549 company unless the foundation companies act or 02:59:14.549 --> 02:59:16.629 those articles otherwise provide every motion 02:59:16.629 --> 02:59:18.790 proposed shall be decided by ordinary resolution 02:59:18.790 --> 02:59:21.920 of those present in person or by proxy entitled 02:59:21.920 --> 02:59:25.120 to vote. Section 54, a resolution in writing 02:59:25.120 --> 02:59:28.420 shall be, a resolution in writing signed by all 02:59:28.420 --> 02:59:30.760 persons for the time being, tell the vote at 02:59:30.760 --> 02:59:32.860 general meetings shall be as valid and effective 02:59:32.860 --> 02:59:36.739 as if the same person, as if the same, as if 02:59:36.739 --> 02:59:38.860 the same had been passed at a general meeting 02:59:38.860 --> 02:59:42.420 of the foundation company duly being held. A 02:59:42.420 --> 02:59:45.020 journal, section 55, a journal meeting may be 02:59:45.020 --> 02:59:47.299 held and any person may participate in a meeting. 02:59:47.719 --> 02:59:49.819 By means of a conference telephone or similar 02:59:49.819 --> 02:59:54.479 communications equipment. By means of which all 02:59:54.479 --> 02:59:57.280 persons participating in the meeting are capable 02:59:57.280 --> 02:59:58.799 of hearing each other and such participation 02:59:58.799 --> 03:00:01.860 shall be deemed to constitute presence in person 03:00:01.860 --> 03:00:04.180 at the meeting. Okay. That just means they can, 03:00:04.239 --> 03:00:06.540 you know, have it in a Zoom call or a Google 03:00:06.540 --> 03:00:12.739 Meet. Proxies chapter. Section 56. Any person 03:00:12.739 --> 03:00:14.579 entitled to attend and vote at a general meeting 03:00:14.579 --> 03:00:17.200 of the foundation company may... by written instrument 03:00:17.200 --> 03:00:20.100 underhand, or if the appointor is a corporation, 03:00:20.379 --> 03:00:23.159 either under the corporation seal or under the 03:00:23.159 --> 03:00:27.159 hand of an officer or attorney duly authorized, 03:00:27.479 --> 03:00:29.959 appoint a proxy to represent at the grand meeting 03:00:29.959 --> 03:00:33.079 of the foundation company. Section 57. The instrument 03:00:33.079 --> 03:00:41.440 appointing a proxy may be in any usual or common 03:00:41.440 --> 03:00:45.319 form or as otherwise acceptable. to the chairman 03:00:45.319 --> 03:00:47.579 of the meeting for which the instrument is first 03:00:47.579 --> 03:00:51.739 presented. Directors meeting, section 58. The 03:00:51.739 --> 03:00:54.260 directors may meet together, either within or 03:00:54.260 --> 03:00:57.319 outside Cayman Islands, or the dispatch of business, 03:00:57.479 --> 03:00:59.739 adjourn or otherwise regulate their meeting and 03:00:59.739 --> 03:01:02.180 proceedings as they think fit. Questions arising 03:01:02.180 --> 03:01:04.420 at any meeting shall be decided by a majority 03:01:04.420 --> 03:01:07.120 of votes. In case of inequality of votes, the 03:01:07.120 --> 03:01:10.719 chair shall have a second or casting vote. A 03:01:10.719 --> 03:01:13.920 director may and a secretary or assistant secretary, 03:01:14.360 --> 03:01:16.899 on the requisition of a director shall at any 03:01:16.899 --> 03:01:22.360 time summon a meeting of the directors. There's 03:01:22.360 --> 03:01:25.700 that indirect thing. And a secretary or assistant 03:01:25.700 --> 03:01:28.260 secretary on the requisition of a director. That 03:01:28.260 --> 03:01:31.579 was that. A director may formally or informally, 03:01:31.639 --> 03:01:34.239 when we were talking about that earlier. Second 03:01:34.239 --> 03:01:36.639 59. A director may participate in any meeting 03:01:36.639 --> 03:01:39.280 of the directors or of any committee appointed 03:01:39.280 --> 03:01:41.959 by the directors of which such director is a 03:01:41.959 --> 03:01:58.850 member. Section 60. Quorum necessary for the 03:01:58.850 --> 03:02:00.709 transaction of the business of the directors 03:02:00.709 --> 03:02:03.190 may be fixed by the directors, and unless so 03:02:03.190 --> 03:02:05.690 fixed, if there be two or more directors, the 03:02:05.690 --> 03:02:25.049 quorum shall be two. Hmm. Section 61. I mean, 03:02:25.069 --> 03:02:27.229 that's actually kind of cool. So it just established 03:02:27.229 --> 03:02:33.090 quorum. Section 61. A resolution in writing signed 03:02:33.090 --> 03:02:35.989 by all the directors for the time being shall 03:02:35.989 --> 03:02:39.219 be as valid. and effectual as if it had been 03:02:39.219 --> 03:02:42.239 passed at a meeting of the directors duly convened 03:02:42.239 --> 03:02:44.799 when signed a resolution may consist of several 03:02:44.799 --> 03:02:47.579 documents each signed by one or more of the directors 03:02:47.579 --> 03:02:54.059 or their duly appointed alternate give me one 03:02:54.059 --> 03:02:59.020 second i will be back in 60 seconds all right 03:02:59.020 --> 03:03:04.479 section 61 a resolution and writing signed by 03:03:04.479 --> 03:03:06.739 all the directors for the time being shall be 03:03:06.739 --> 03:03:09.479 as valid and effectual as if it had been passed 03:03:09.479 --> 03:03:11.540 at a meeting of the directors duly convened. 03:03:11.540 --> 03:03:14.120 When signed, a resolution may consist of several 03:03:14.120 --> 03:03:16.059 documents, each signed by one or more of the 03:03:16.059 --> 03:03:18.559 directors or their duly appointed alternate. 03:03:19.600 --> 03:03:23.639 Chapter Accounts Section 62 The directors shall 03:03:23.639 --> 03:03:26.920 cause proper books of account to be kept for. 03:03:27.079 --> 03:03:29.920 Section 62a All funds received, expended, or 03:03:29.920 --> 03:03:32.280 distributed by the Foundation Company and the 03:03:32.280 --> 03:03:35.040 matters in respect of which the receipt or expenditure 03:03:35.040 --> 03:03:39.719 takes place, And section 62B, the assets and 03:03:39.719 --> 03:03:44.059 liabilities of the foundation company. I guess 03:03:44.059 --> 03:03:49.299 a continuance of section 62 is, and proper books 03:03:49.299 --> 03:03:52.180 of account shall not be deemed to be kept if 03:03:52.180 --> 03:03:57.180 there are not kept such books as are necessary 03:03:57.180 --> 03:04:01.739 to keep a true and fair view of the state of... 03:04:01.739 --> 03:04:04.620 The thing is blocking it again, so I have to 03:04:04.620 --> 03:04:08.899 copy -paste it all. Okay, I'm going to do this 03:04:08.899 --> 03:04:11.299 again. And proper books of account shall not 03:04:11.299 --> 03:04:14.340 be deemed to be kept if there are not kept such 03:04:14.340 --> 03:04:21.520 books as are necessary to give a true and fair 03:04:21.520 --> 03:04:24.100 view of the state of the foundation company's 03:04:24.100 --> 03:04:28.399 affairs and to explain its transactions. Such 03:04:28.399 --> 03:04:31.700 books shall be kept at the registered office 03:04:31.700 --> 03:04:34.700 or such other place as may be determined by the 03:04:34.700 --> 03:04:37.610 directors. The books of account shall be opened 03:04:37.610 --> 03:04:40.170 at any time in ordinary business hours to inspection 03:04:40.170 --> 03:04:44.229 by a supervisor and any person to whom right 03:04:44.229 --> 03:04:45.809 of access has been granted pursuant to these 03:04:45.809 --> 03:04:48.350 articles. By notice to this foundation company, 03:04:48.450 --> 03:04:50.489 a supervisor may call for such reports, accounts, 03:04:50.610 --> 03:04:52.290 information, and explanations from the directors 03:04:52.290 --> 03:04:54.670 as to the administration of the foundation company 03:04:54.670 --> 03:04:58.870 and are described in notice. Why is, um, why 03:04:58.870 --> 03:05:02.049 were they stripped of all rights? They seem to 03:05:02.049 --> 03:05:08.110 be given rights here. Okay, I'm going to go back 03:05:08.110 --> 03:05:17.549 to our thing up here. So reference page 14, section 03:05:17.549 --> 03:05:31.030 63. Section 63 and 64. So a supervisor can open 03:05:31.030 --> 03:05:36.680 a bunch of books, do a bunch of stuff. But they 03:05:36.680 --> 03:05:40.299 were. Disapplied to the maximum extent. Permitted 03:05:40.299 --> 03:05:45.819 by law. For some reason. Okay. So that was section 03:05:45.819 --> 03:05:50.340 63. And section 64. Financial year end. Section 03:05:50.340 --> 03:05:53.620 65. The financial year of the foundation company. 03:05:53.700 --> 03:05:55.940 Shall end on 31 December of each year. Or such 03:05:55.940 --> 03:05:58.600 other date as the directors may determine. Auditors. 03:05:58.940 --> 03:06:02.069 Section 66. A foundation company may by director's 03:06:02.069 --> 03:06:04.469 resolution at any time appoint or replace an 03:06:04.469 --> 03:06:06.190 auditor or auditors of the foundation company. 03:06:06.409 --> 03:06:08.569 The remuneration of an auditor shall be fixed 03:06:08.569 --> 03:06:11.590 by the director's resolutions. Section 67. Every 03:06:11.590 --> 03:06:14.569 auditor shall have a right of access at all times 03:06:14.569 --> 03:06:16.930 and ordinary business hours to the books of account 03:06:16.930 --> 03:06:18.870 of the foundation company and shall be entitled 03:06:18.870 --> 03:06:21.110 to require from the directors and officers of 03:06:21.110 --> 03:06:23.409 the foundation company such information and explanation 03:06:23.409 --> 03:06:26.290 as access to vouchers and other documents as 03:06:26.290 --> 03:06:28.950 the auditor considers necessary for the performance 03:06:28.950 --> 03:06:32.379 of other. of the auditor's duties. Winding up. 03:06:37.219 --> 03:06:40.120 Siggy asks, does this mean that the foundation 03:06:40.120 --> 03:06:43.899 company would have been paid for the 2024 service 03:06:43.899 --> 03:06:47.700 by the end of December 31, 24, if that is the 03:06:47.700 --> 03:06:51.500 year end? Yeah, Siggy. I think that is what it 03:06:51.500 --> 03:06:58.600 means. They could be paid in 2025. It just means 03:06:58.600 --> 03:07:00.750 that Kind of like how, you know, the United States 03:07:00.750 --> 03:07:04.370 government has their financial year end on September 03:07:04.370 --> 03:07:08.989 30th. And their new financial year begins October 03:07:08.989 --> 03:07:14.790 1st. So something like that. Thanks, Ziggy. I 03:07:14.790 --> 03:07:18.790 appreciate that. That means a lot to me. So winding 03:07:18.790 --> 03:07:21.909 up. Section 68. The foundation company shall 03:07:21.909 --> 03:07:24.770 be wound up if the directors pass a resolution 03:07:24.770 --> 03:07:42.140 declaring that it shall be wound up. Section 03:07:42.140 --> 03:07:46.100 69. Surplus assets shall be distributed in accordance 03:07:46.100 --> 03:07:48.139 with Clause 12 of the Memorandum of Association. 03:07:53.850 --> 03:07:55.870 as such have no power or authority to wind up 03:07:55.870 --> 03:07:57.690 the foundation company or petition the court 03:07:57.690 --> 03:08:00.110 to wind up the foundation company, except in 03:08:00.110 --> 03:08:08.270 the case of 71, 70, section 1, subsection 1, 03:08:08.409 --> 03:08:12.090 70, Roman numeral 1, insolvency, Roman numeral 03:08:12.090 --> 03:08:14.549 2, for the purposes of a bona fide organization 03:08:14.549 --> 03:08:17.649 intended to enable the foundation company to 03:08:17.649 --> 03:08:20.530 carry out its objects more efficiently, or Roman 03:08:20.530 --> 03:08:23.200 numeral 3, where the foundation company has no 03:08:23.200 --> 03:08:28.040 present token holders oh okay that's an interesting 03:08:28.040 --> 03:08:32.540 power i'm not sure that they this articles has 03:08:32.540 --> 03:08:36.700 the power to restrict the supervisor from from 03:08:36.700 --> 03:08:40.299 petitioning the court i don't know i don't know 03:08:40.299 --> 03:08:43.299 gaming items law that well enough to know if 03:08:43.299 --> 03:08:46.719 the law cameras if these articles can restrict 03:08:46.719 --> 03:08:52.690 someone's law a legal right to go to court I 03:08:52.690 --> 03:09:19.760 don't know. or sustained by reason of any act 03:09:19.760 --> 03:09:23.100 done or omitted in or by the execution of their 03:09:23.100 --> 03:09:25.620 duties in their respective offices except such 03:09:25.620 --> 03:09:29.920 as any they shall occur or sustain by or through 03:09:29.920 --> 03:09:33.299 their dishonesty, willful default, or fraud. 03:09:35.700 --> 03:09:41.219 Okay, so people of the foundation company shall 03:09:41.219 --> 03:09:45.340 not be liable for and shall be indemnified out 03:09:45.340 --> 03:09:50.610 of the assets unless Unless they do so through 03:09:50.610 --> 03:09:52.829 dishonesty, willful disfault, or fraud. Okay. 03:09:54.530 --> 03:09:58.430 Bylaws. Section 72. The director's by director's 03:09:58.430 --> 03:10:00.469 resolution may adopt bylaws that are not inconsistent 03:10:00.469 --> 03:10:03.510 with the acts or the memorandum and articles 03:10:03.510 --> 03:10:08.709 of association. FYI, bylaws are optional and 03:10:08.709 --> 03:10:11.809 no one outside of the foundation company is required 03:10:11.809 --> 03:10:16.530 to adhere to them. FYI. Or consider them when 03:10:16.530 --> 03:10:19.770 doing business with the foundation company. Section 03:10:19.770 --> 03:10:22.829 73. Bylaws may relate to any aspect of the business 03:10:22.829 --> 03:10:25.110 or affairs of the foundation company, or any 03:10:25.110 --> 03:10:27.350 of the duties or powers of the directors or their 03:10:27.350 --> 03:10:30.370 delegates, or others who have duties or powers 03:10:30.370 --> 03:10:32.389 under these articles, including the manner of 03:10:32.389 --> 03:10:36.149 achieving the foundation company's objects, investment, 03:10:36.489 --> 03:10:38.629 management, and protection of the foundation 03:10:38.629 --> 03:10:41.229 company's assets, remuneration of directors and 03:10:41.229 --> 03:10:43.790 their delegates, the delegation of the director's 03:10:43.790 --> 03:10:46.329 duties and powers, the supervisor of the management 03:10:46.329 --> 03:10:48.379 of the foundation company. and the appointment 03:10:48.379 --> 03:10:52.219 of advisors and other service providers. Section 03:10:52.219 --> 03:10:55.440 74. Bylaws may be varied or revoked by directors 03:10:55.440 --> 03:10:57.639 by director's resolution or by special resolution 03:10:57.639 --> 03:11:02.079 of the foundation company. Section 75. The adoption 03:11:02.079 --> 03:11:04.799 of variation of bylaws shall not render any director 03:11:04.799 --> 03:11:08.799 or other person liable for prior conduct. Okay, 03:11:08.840 --> 03:11:11.860 so it's not retroactive. Section 76. No third 03:11:11.860 --> 03:11:13.440 party dealing in good faith with the company. 03:11:14.030 --> 03:11:16.030 Foundation company need be concerned with the 03:11:16.030 --> 03:11:18.790 bylaws or their observance. That's just copied 03:11:18.790 --> 03:11:23.209 straight out of the law. Alterations of articles 03:11:23.209 --> 03:11:26.469 chapter section 77 subject to provisions of the 03:11:26.469 --> 03:11:28.549 memorandum and articles of association restricting 03:11:28.549 --> 03:11:31.069 alterations. These articles may be altered by 03:11:31.069 --> 03:11:32.889 the directors by director's resolution provided 03:11:32.889 --> 03:11:35.770 that these articles may not at any time be amended 03:11:35.770 --> 03:11:37.829 to remove any rights or powers conferred upon 03:11:37.829 --> 03:11:44.420 the token holders. Nice. Nice. Oh man, you know 03:11:44.420 --> 03:11:46.040 what I just realized? I've been talking this 03:11:46.040 --> 03:11:47.540 whole time and you all didn't get to see this. 03:11:48.500 --> 03:11:52.280 Shoot. Section 78. The Memorandum of Association 03:11:52.280 --> 03:11:54.799 and or the Articles of Association shall not 03:11:54.799 --> 03:11:57.920 be amended so as to modify the rights, powers, 03:11:58.120 --> 03:12:00.000 or duties of the supervisor without the prior 03:12:00.000 --> 03:12:06.139 written consent of the supervisor. This is very 03:12:06.139 --> 03:12:10.379 confusing. You disapply to the maximum extent. 03:12:10.840 --> 03:12:13.219 The supervisor, but give them all of these rules, 03:12:13.459 --> 03:12:20.399 all of these rights. A lot of rights. Given to 03:12:20.399 --> 03:12:24.180 the supervisor. I don't get that part. All right, 03:12:24.180 --> 03:12:25.940 let's go back up. I don't remember where I left 03:12:25.940 --> 03:12:28.979 off. You all could see me. So indemnity, here's 03:12:28.979 --> 03:12:37.020 section 71. Part of 71. Here's the rest of 71. 03:12:39.159 --> 03:12:43.840 Here's section 72 under bylaws chapter. Here's 03:12:43.840 --> 03:12:48.000 section 73 under bylaws chapter. Here's section 03:12:48.000 --> 03:12:55.239 74, 75, 76. If you're watching this over, just 03:12:55.239 --> 03:12:58.799 pause it or open it. I'll show you where the 03:12:58.799 --> 03:13:05.620 link is. Section 77. Section 78, which we just 03:13:05.620 --> 03:13:11.379 went over. Okay. And here's the subscriber. On 03:13:11.379 --> 03:13:15.079 September 8th, 2022, the subscriber was an authorized 03:13:15.079 --> 03:13:21.840 signatory of Walkers Limited. And here is the 03:13:21.840 --> 03:13:26.219 secretary. A qualified person. And that's it. 03:13:28.139 --> 03:13:30.520 I say that's it. Three, four hours into this, 03:13:30.579 --> 03:13:33.059 that's it. I was expecting this to only be two 03:13:33.059 --> 03:13:43.469 hours max. But, whoops. Joke's on me. Okay. Cool. 03:13:43.930 --> 03:13:46.590 So we're done now reading the articles association, 03:13:46.729 --> 03:13:49.409 and we have 16 questions between the articles 03:13:49.409 --> 03:13:55.670 and the memo. I'm not going to miss for that. 03:13:56.290 --> 03:13:58.350 Okay. All right, let's get to the next part. 03:13:58.829 --> 03:14:00.909 So now that we're done the articles association, 03:14:01.350 --> 03:14:03.709 we can now move to one of the last things we're 03:14:03.709 --> 03:14:05.129 going to go over, which is the entity search. 03:14:06.200 --> 03:14:08.260 The entity search is something you can do yourself 03:14:08.260 --> 03:14:12.319 and follow along with me. It's pretty much verifying 03:14:12.319 --> 03:14:15.600 the documents are properly registered and looking 03:14:15.600 --> 03:14:18.180 up regulated entities. All the stuff that we 03:14:18.180 --> 03:14:21.639 just read from all the people, which were highlighted 03:14:21.639 --> 03:14:29.159 in green here, all these greens, you can search 03:14:29.159 --> 03:14:32.899 them within the Grand Cayman Islands. So I'm 03:14:32.899 --> 03:14:36.190 going to show you how to do that. Something I 03:14:36.190 --> 03:14:40.530 noted in the Foundation staff is that I only 03:14:40.530 --> 03:14:42.930 found this in the DAO chat messages, but Glenn 03:14:42.930 --> 03:14:49.450 Kennedy is the director. And he is president 03:14:49.450 --> 03:14:55.450 of Leeward Management Limited. So that's Leeward 03:14:55.450 --> 03:14:57.709 Management Limited. So if you click Leeward Management 03:14:57.709 --> 03:15:02.229 Limited, you'll see it's a company. And they 03:15:02.229 --> 03:15:05.239 provide financial services and other stuff. the 03:15:05.239 --> 03:15:10.959 website you go to the website see nice stuff 03:15:10.959 --> 03:15:14.899 governance corporate compliance so they provide 03:15:14.899 --> 03:15:19.120 government services corporate services compliance 03:15:19.120 --> 03:15:24.159 services digital asset services okay and then 03:15:24.159 --> 03:15:26.379 in the articles you can tell that you know walker's 03:15:26.379 --> 03:15:34.059 global limited is is the the authorized signatory 03:15:35.160 --> 03:15:38.399 subscriber okay so these are some some key entities 03:15:38.399 --> 03:15:44.319 that we're going to end up searching right so 03:15:44.319 --> 03:15:49.879 where you go to do this is you go to the general 03:15:49.879 --> 03:15:51.680 registry of the grand cayman islands and this 03:15:51.680 --> 03:15:54.000 is the link here and you can start searching 03:15:54.000 --> 03:15:56.459 different things star atlas foundation walkers 03:15:56.459 --> 03:15:59.579 corporate limited wnl limited leeward management 03:15:59.579 --> 03:16:04.260 all of these key phrases we just saw And you 03:16:04.260 --> 03:16:07.000 go to online tools. And you click company search. 03:16:08.520 --> 03:16:12.899 So it looks like this. So here's the website 03:16:12.899 --> 03:16:19.280 we were just on. And you want to go to company 03:16:19.280 --> 03:16:23.639 search. Right here. In the middle. Company search. 03:16:24.100 --> 03:16:29.399 You click that. And then you can create an account. 03:16:29.940 --> 03:16:33.690 It's free. Create an account. Sign in. Okay, 03:16:33.690 --> 03:16:36.590 that's what I'm doing here to show you the stuff 03:16:36.590 --> 03:16:41.729 on the left. So here's the entity search. And 03:16:41.729 --> 03:16:43.709 there's where you input the entity name and you 03:16:43.709 --> 03:16:46.829 click search. So I did that for you. Inputs are 03:16:46.829 --> 03:16:49.049 at this foundation. And here's the first hit. 03:16:49.250 --> 03:16:51.309 You can look at company details, director details 03:16:51.309 --> 03:16:53.889 and detail search. When you do that, you will 03:16:53.889 --> 03:16:56.270 have to pay a fee to review the documentation. 03:16:56.670 --> 03:16:59.069 But at the very least, you can tell that they 03:16:59.069 --> 03:17:01.780 are an entity. within the grand cayman islands 03:17:01.780 --> 03:17:04.040 registry all right you just have to pay some 03:17:04.040 --> 03:17:06.459 money to see the documents and it's the same 03:17:06.459 --> 03:17:09.879 thing for everybody else okay if you're my eight 03:17:09.879 --> 03:17:13.180 coin dial people still the same thing your your 03:17:13.180 --> 03:17:15.520 bridge stream so you search ape foundation bridge 03:17:15.520 --> 03:17:19.440 stream or web slinger and then you can see all 03:17:19.440 --> 03:17:25.899 of the the active statuses of who's running your 03:17:25.899 --> 03:17:28.819 dow and for the sandbox style we did this on 03:17:28.819 --> 03:17:33.030 episode 60 so you all just look at episode 60 03:17:33.030 --> 03:17:37.989 and your searches are there okay so for the document 03:17:37.989 --> 03:17:41.670 search same thing over we're going to now use 03:17:41.670 --> 03:17:44.889 that authorization code in the top right of the 03:17:44.889 --> 03:17:50.030 of the memos and articles you can see that filed 03:17:50.030 --> 03:17:52.709 as number right there three nine three eight 03:17:52.709 --> 03:17:57.430 five four on september 2022 and then the bottom 03:17:57.430 --> 03:18:00.350 right you'll see the authorization code and it 03:18:00.350 --> 03:18:02.530 gives you the website to go to to look it up. 03:18:03.750 --> 03:18:10.110 So if you go there, this website, right, so you'll 03:18:10.110 --> 03:18:12.209 see this, but I already did all that for you. 03:18:14.069 --> 03:18:17.010 All right, so this is what you'll see. Down here 03:18:17.010 --> 03:18:19.110 at the bottom, you want to look at the authorization 03:18:19.110 --> 03:18:22.170 code, fill that in, the entity file number, fill 03:18:22.170 --> 03:18:26.469 that in, which is what I just did. So you see 03:18:26.469 --> 03:18:32.700 it there, file all that in. Click here to validate 03:18:32.700 --> 03:18:36.739 a certificate, and then it will tell you... Give 03:18:36.739 --> 03:18:41.940 me a second. 62. And then it will tell you down 03:18:41.940 --> 03:18:46.700 here that this stamp document was issued by the 03:18:46.700 --> 03:18:48.479 Grand Cayman Islands Registry for Star Atlas 03:18:48.479 --> 03:18:52.979 Foundation on 9 September 2022. The type of stamp 03:18:52.979 --> 03:18:56.760 document is the Memorandum of Association. Easy 03:18:56.760 --> 03:19:03.079 peasy. Very easy to do. Okay, and one last thing. 03:19:03.180 --> 03:19:05.819 You do a regulated entity search within SEMA, 03:19:05.920 --> 03:19:10.299 which is the regulatory agency that issues certificates 03:19:10.299 --> 03:19:15.280 and designates people active. And here's where 03:19:15.280 --> 03:19:17.819 you would search the entities that are within 03:19:17.819 --> 03:19:20.260 our DAO. So Leeward Management, W &L Limited, 03:19:20.440 --> 03:19:24.120 Walkers Global. Okay, so I searched Leeward Management. 03:19:25.000 --> 03:19:29.760 And I just input here, hit submit. And then you'll 03:19:29.760 --> 03:19:31.940 see the reference number. You'll see Leeward 03:19:31.940 --> 03:19:35.280 Management. And this is the company that Glenn 03:19:35.280 --> 03:19:43.719 Kennedy runs. And it's registered as a company 03:19:43.719 --> 03:19:48.760 manager type. And it's active as of 2020. So 03:19:48.760 --> 03:19:50.879 there you have it. If you want to search the 03:19:50.879 --> 03:19:55.579 entities, all the stuff within the Star Atlas 03:19:55.579 --> 03:19:58.200 Foundation and verify their authenticity, that's 03:19:58.200 --> 03:20:00.870 how you do it. You do it in the general registry. 03:20:02.190 --> 03:20:04.709 You put in the name. You'll see information. 03:20:06.770 --> 03:20:09.209 You do it within the document search within the 03:20:09.209 --> 03:20:13.030 registry .gov .ky to verify that that document 03:20:13.030 --> 03:20:17.629 was stamped properly. And then you search SEMA 03:20:17.629 --> 03:20:24.129 to verify someone's certificate, their active 03:20:24.129 --> 03:20:30.200 certificate. And there you go. All done. Look 03:20:30.200 --> 03:20:33.600 at that. Part 62, done and dusted. Four hours 03:20:33.600 --> 03:20:40.959 later. Gosh darn it. And so we now add 62 to 03:20:40.959 --> 03:20:46.239 the list of our Foundation Company miniseries. 03:20:46.340 --> 03:20:49.440 Started with Sandow 34, with the thou birth. 03:20:49.799 --> 03:20:53.000 That was a look into TSB DAO origin, Sandbox 03:20:53.000 --> 03:20:56.209 DAO origin. Then went to episode 56. which was 03:20:56.209 --> 03:20:58.309 part one of our Foundation Company miniseries. 03:20:58.329 --> 03:21:01.569 We read the Cayman Island Law. Then Sandow 57, 03:21:01.909 --> 03:21:05.770 which is part two, was a review of U .S. DAOs 03:21:05.770 --> 03:21:08.750 and case laws with a U .S. practicing attorney. 03:21:09.170 --> 03:21:13.729 Then episode 59, which is part three, was a discussion 03:21:13.729 --> 03:21:18.149 with Cayman Island lawyers from Walker's Global. 03:21:19.090 --> 03:21:23.530 Then Sandow 60 was part four, and that was a 03:21:23.530 --> 03:21:26.159 reading of the Sandbox DAO documents. which is 03:21:26.159 --> 03:21:30.879 what we just did. Yeah, like last week, a couple 03:21:30.879 --> 03:21:34.860 weeks ago. And then episode 62, which is part 03:21:34.860 --> 03:21:36.459 five, and you're listening to that right now, 03:21:36.540 --> 03:21:38.620 and that's a reading of Star Atlas' DAO documents. 03:21:38.920 --> 03:21:41.319 You can tell the difference. The big thing I'm 03:21:41.319 --> 03:21:42.860 trying to figure out is why isn't there a founder? 03:21:43.020 --> 03:21:45.920 Although it looks like the founder's role, which 03:21:45.920 --> 03:21:49.500 is like a superpower role, is given to the director 03:21:49.500 --> 03:21:53.540 for Star Atlas. So the founder in Sandbox DAO 03:21:53.540 --> 03:21:58.000 is... basically the director in Star Atlas style. 03:21:58.819 --> 03:22:03.200 Whereas in the sandbox, you have a director and 03:22:03.200 --> 03:22:04.959 you have a founder, and they have different powers. 03:22:05.399 --> 03:22:07.719 But the Star Atlas style combines them, it looks 03:22:07.719 --> 03:22:12.079 like. So that's really fascinating. And Siggy 03:22:12.079 --> 03:22:15.659 asks, after everything you've seen from Star 03:22:15.659 --> 03:22:17.879 Atlas, what are you most excited about? I'm excited 03:22:17.879 --> 03:22:21.200 about the scale. It reminds me a lot of Planetside 03:22:21.200 --> 03:22:23.860 2. And I gave 13 years of my life to Planetside 03:22:23.860 --> 03:22:27.600 2. I've co -founded kind of like an NFL ESPN 03:22:27.600 --> 03:22:31.059 where we organized hundreds of players a week 03:22:31.059 --> 03:22:34.000 and like over 70 tournaments. And it's still 03:22:34.000 --> 03:22:37.940 going on, by the way. Organization. I retired 03:22:37.940 --> 03:22:42.020 from it some years ago. But we organized over 03:22:42.020 --> 03:22:43.540 a thousand players to break a Guinness World 03:22:43.540 --> 03:22:46.579 Record. A record we held for 10 years until it 03:22:46.579 --> 03:22:49.659 was broken a couple months ago by... other side 03:22:49.659 --> 03:22:52.159 and on the eight point down, they broke it with 03:22:52.159 --> 03:22:57.620 22 ,000 players. And we held the record in 2015 03:22:57.620 --> 03:23:00.520 with a thousand. And we rewrote our own record 03:23:00.520 --> 03:23:08.719 in 2022 with 1 ,300, 1 ,500. And then other side 03:23:08.719 --> 03:23:11.159 broke it with 2 ,000 players a couple of months 03:23:11.159 --> 03:23:15.379 ago. So yeah, I get galley, galley of sports. 03:23:15.459 --> 03:23:17.239 I've been talking with solace about it a little 03:23:17.239 --> 03:23:21.149 bit, but, Yeah, I co -founded the organization 03:23:21.149 --> 03:23:27.049 and we had about 135 volunteers organizing tournament 03:23:27.049 --> 03:23:29.010 matches and then broadcasting them on Twitch 03:23:29.010 --> 03:23:34.010 like you would see NFL. Like the color commentator, 03:23:34.110 --> 03:23:37.309 the play -by -play commentator. We both organized 03:23:37.309 --> 03:23:40.610 the match and broadcasted it. And we were an 03:23:40.610 --> 03:23:43.190 all -in -one. And it was called Planetside Battles. 03:23:43.829 --> 03:23:47.329 And that was my, you know, the flagship event. 03:23:47.409 --> 03:23:50.479 Server Smash was born. From there, where we would 03:23:50.479 --> 03:23:53.940 host server -on -server matches with like 200 03:23:53.940 --> 03:23:57.620 players on each side fighting it out. So about 03:23:57.620 --> 03:24:00.840 400 player matches, and we did dozens of those. 03:24:02.059 --> 03:24:07.420 And yeah, that scale, I've always been in love 03:24:07.420 --> 03:24:09.340 with that sort of scale. The application of power 03:24:09.340 --> 03:24:12.079 on a mass scale. That's what I see in Star Atlas. 03:24:12.680 --> 03:24:15.639 I see the openness and the transparency I want 03:24:15.639 --> 03:24:20.319 in order to feel safe investing. And I see the 03:24:20.319 --> 03:24:23.780 progress I need to see from the team to be sure 03:24:23.780 --> 03:24:27.459 that they are working on a product and it's going 03:24:27.459 --> 03:24:30.659 to be coming with a deadline. And then last but 03:24:30.659 --> 03:24:33.979 not least, I see that it is huge in scale where 03:24:33.979 --> 03:24:36.899 we can apply hundreds, if not thousands of players 03:24:36.899 --> 03:24:40.979 to do things. And we don't have to bat an eye. 03:24:41.040 --> 03:24:43.420 It's just part of what Star Atlas is. And that's 03:24:43.420 --> 03:24:46.739 what drove me to PlantSide 2 for over 13 years 03:24:46.739 --> 03:24:51.219 of my life. I love it. I love mass scale. So 03:24:51.219 --> 03:24:54.799 I want to do that in Star Atlas. I want to bring 03:24:54.799 --> 03:25:02.360 that to Star Atlas. And Siggy, I did not know 03:25:02.360 --> 03:25:05.459 that Star Atlas did a large scale test with mega 03:25:05.459 --> 03:25:09.180 metagravity. If you have the link, please post 03:25:09.180 --> 03:25:13.020 it in the Star Atlas content creators channel 03:25:13.020 --> 03:25:15.940 and at me, please. I want to see that. I want 03:25:15.940 --> 03:25:18.989 to see what that large scale event was. 1 ,200 03:25:18.989 --> 03:25:23.090 players in one instance. Wow. That's pretty cool. 03:25:24.430 --> 03:25:26.649 You could have given us a run for our own money 03:25:26.649 --> 03:25:31.069 with our record. Star Atlas has these in -game 03:25:31.069 --> 03:25:33.909 drone cameras called the Parrot that we can incorporate 03:25:33.909 --> 03:25:37.069 into broadcast. Exactly right. In PlantSide, 03:25:37.149 --> 03:25:41.809 we had the Observer camera. I'll show you what 03:25:41.809 --> 03:25:49.639 it looks like. Here we go. This is going to bring 03:25:49.639 --> 03:26:00.159 back memories. All right. So here is the world 03:26:00.159 --> 03:26:04.079 record match from 2015 Landslide Battles. We 03:26:04.079 --> 03:26:07.700 organized this match. I organized a third of 03:26:07.700 --> 03:26:12.579 the faction, so I brought about 300 players to 03:26:12.579 --> 03:26:17.299 the match. We were organized by like... So like 03:26:17.299 --> 03:26:19.299 North America, Europe, Asia, that sort of thing. 03:26:19.700 --> 03:26:22.280 But here is a little bit of that. And this is 03:26:22.280 --> 03:26:25.700 the observer camera. And someone following players 03:26:25.700 --> 03:26:29.479 around as they shoot people. We might see some 03:26:29.479 --> 03:26:31.459 fighting at the biolab. There it goes, the alert! 03:26:32.000 --> 03:26:37.739 We're live! And we're beginning at the Chak Tech 03:26:37.739 --> 03:26:39.500 plant. So the first number of forces of T are 03:26:39.500 --> 03:26:41.700 heading off. All of these galaxies are full because 03:26:41.700 --> 03:26:44.040 we have a two -minute ruling where... So this 03:26:44.040 --> 03:26:46.450 is... This is not a space game version. This 03:26:46.450 --> 03:26:50.209 is a planet version. And they're in basically 03:26:50.209 --> 03:26:52.790 air transports. And there are hundreds of players 03:26:52.790 --> 03:26:55.010 in those transports that they're about to drop 03:26:55.010 --> 03:26:59.530 on a point they want to capture. And PlanetSide 03:26:59.530 --> 03:27:02.250 operates on a point capturing system where you 03:27:02.250 --> 03:27:05.129 hold a point, like Battlefield, and you turn 03:27:05.129 --> 03:27:07.610 it to your color. You hold it, and then it captures 03:27:07.610 --> 03:27:10.430 the territory. And the territory, like this right 03:27:10.430 --> 03:27:13.639 here, this is the map. There are... Many, many 03:27:13.639 --> 03:27:15.280 different territories you have to capture in 03:27:15.280 --> 03:27:18.180 order to win. But it's a first -person shooter, 03:27:18.360 --> 03:27:22.040 so all of this is people fighting across an entire 03:27:22.040 --> 03:27:25.559 map. And they will zoom in, so they go. So you 03:27:25.559 --> 03:27:30.319 can see people shooting each other and just fighting. 03:27:30.559 --> 03:27:34.079 So this observer camera is what reminds me of 03:27:34.079 --> 03:27:48.750 what you just said, Zamsor. Maxes are like heavily 03:27:48.750 --> 03:28:04.670 armored soldiers. So you get the idea. And there's 03:28:04.670 --> 03:28:06.889 air units fighting. So those are just little 03:28:06.889 --> 03:28:09.590 ground people fighting. But there's air right 03:28:09.590 --> 03:28:12.510 there. Air shooting each other. There are tanks 03:28:12.510 --> 03:28:17.450 shooting each other. There's now boats that can 03:28:17.450 --> 03:28:20.889 shoot each other. There's a lot. Planetside 2 03:28:20.889 --> 03:28:24.870 has humongous scale and combined arms. So there's 03:28:24.870 --> 03:28:32.909 a ground transport vehicle. Oh my gosh. And the 03:28:32.909 --> 03:28:37.250 game still goes on. It still goes. You can still 03:28:37.250 --> 03:28:39.489 play it. It's just the population has declined 03:28:39.489 --> 03:28:42.270 a lot because it's a really old game. But they're 03:28:42.270 --> 03:28:48.250 trying. Yeah. The tank battles are my favorite. 03:28:48.329 --> 03:28:50.750 I was a battle tank driver. Kind of like an Abrams. 03:28:51.489 --> 03:28:55.610 I drove tanks all the time. And so you would 03:28:55.610 --> 03:28:58.010 have this enormous territory with so much ground 03:28:58.010 --> 03:29:01.129 to cover. And you can kind of see right there 03:29:01.129 --> 03:29:04.899 the vehicles going on. I want to get a really 03:29:04.899 --> 03:29:06.719 good tank battle going on, but I don't think 03:29:06.719 --> 03:29:15.440 we're going to find one right now. So look at 03:29:15.440 --> 03:29:18.459 this. This is all individual battles going on. 03:29:18.780 --> 03:29:21.559 That's what I mean by scale. Within Star Atlas, 03:29:21.719 --> 03:29:26.319 you have the space galaxies or expanses. So those 03:29:26.319 --> 03:29:31.500 fights are going to take place in a much different 03:29:31.500 --> 03:29:35.680 way. than here on the ground and in the air and 03:29:35.680 --> 03:29:41.020 on water. So I think Star Atlas has the scale 03:29:41.020 --> 03:29:48.379 to replicate this, but in space. Many, many miles 03:29:48.379 --> 03:29:51.020 of territory where people are fighting and trying 03:29:51.020 --> 03:29:55.299 to capture these points right here. And there 03:29:55.299 --> 03:30:03.120 you go. Oh man, that brings back memories. So, 03:30:03.120 --> 03:30:09.739 let's get back to it. Good question, Siggy. And 03:30:09.739 --> 03:30:13.340 Yuma, yep. Planetside 2 is my favorite game of 03:30:13.340 --> 03:30:15.319 all time. Right after that is Free Allegiance. 03:30:16.120 --> 03:30:19.299 And Star Atlas, to me, is both Planetside 2 and 03:30:19.299 --> 03:30:22.559 Free Allegiance. So, that's why I'm so interested 03:30:22.559 --> 03:30:26.500 in this game, and I've invested into it. Alright, 03:30:26.700 --> 03:30:30.379 we are here at the end, and we have made it through. 03:30:31.060 --> 03:30:33.719 62 episodes. So I'm going to mark this one blue 03:30:33.719 --> 03:30:37.459 or green now. I want to do another Q &A with 03:30:37.459 --> 03:30:41.159 Carolyn and Melissa from Walker's Global. And 03:30:41.159 --> 03:30:45.319 I want to do an episode on the world record breaking 03:30:45.319 --> 03:30:51.219 that I think I accidentally had other side break 03:30:51.219 --> 03:30:56.799 my own record. And I think it's my fault. I think 03:30:56.799 --> 03:30:58.879 they saw me post it on their forums and then 03:30:58.879 --> 03:31:01.190 they said, hey, we want to do that. So they broke 03:31:01.190 --> 03:31:04.829 it. But I felt a little bit sniped. I felt a 03:31:04.829 --> 03:31:09.809 little bit taken advantage of, let's call it. 03:31:09.930 --> 03:31:12.530 Because I said that resume in order to help another 03:31:12.530 --> 03:31:17.049 person break a record in the largest gin and 03:31:17.049 --> 03:31:19.950 tonic in the world record. So I offered to help 03:31:19.950 --> 03:31:22.590 them because I'd broken a record before. And 03:31:22.590 --> 03:31:27.270 then some people break my record like two months 03:31:27.270 --> 03:31:30.799 later. Now it's watering the bridge, but it would 03:31:30.799 --> 03:31:36.340 have felt right to be a bit involved. And then 03:31:36.340 --> 03:31:40.819 I want to interview our last delegate, the 12th 03:31:40.819 --> 03:31:43.260 of the 12th delegate, Mo. And then I want to 03:31:43.260 --> 03:31:45.899 do the Sandbox ecosystem and the DAO as my probably 03:31:45.899 --> 03:31:49.459 final episode for a while. That's going to be 03:31:49.459 --> 03:31:51.520 some flowcharts and stuff. I really, really want 03:31:51.520 --> 03:31:53.520 to do this one, but I might not get to it. We'll 03:31:53.520 --> 03:31:56.639 see. The fact that we just did a four -hour Star 03:31:56.639 --> 03:32:00.110 Atlas. One is, oh gosh, I can't believe it took 03:32:00.110 --> 03:32:04.430 this long. All right, almost done here. Sandbox 03:32:04.430 --> 03:32:07.090 Spaces, where do SandFam gather? We gather in 03:32:07.090 --> 03:32:09.510 the Discord of the DAO discussion. We gather 03:32:09.510 --> 03:32:13.649 in the forums on SandboxDAO .com. We gather on 03:32:13.649 --> 03:32:16.569 Twitter, hashtag SandFam, hashtag SandboxDAO, 03:32:16.649 --> 03:32:20.629 hashtag SandboxGame. On YouTube, there is a SandboxDAO. 03:32:20.850 --> 03:32:24.250 There's Sandow Podcast, which is LanzerYT. That's 03:32:24.250 --> 03:32:26.129 what you're listening to right now. And then 03:32:26.129 --> 03:32:29.940 SandFam Cafe. On Twitter Spaces, Monday is Mochaverse 03:32:29.940 --> 03:32:33.159 Hall. Saturdays is Bowls on the Block. They are 03:32:33.159 --> 03:32:41.239 now at 11 a .m. Eastern and 5 p .m. CEST and 03:32:41.239 --> 03:32:47.280 1 a .m. Korean Standard Time. Monday through 03:32:47.280 --> 03:32:49.100 Friday is Coffee with Captain. They primarily 03:32:49.100 --> 03:32:51.319 focus on 8 -coin DAO, but some sandbox stuff. 03:32:51.600 --> 03:32:54.399 And then Whale Members is Nightly Digital on 03:32:54.399 --> 03:32:57.120 Tuesday. We just interviewed whale members last 03:32:57.120 --> 03:33:00.459 week, I think it was, episode 61. They're the 03:33:00.459 --> 03:33:04.360 largest sand holder in Sandbox with 1 ,600 lands. 03:33:04.700 --> 03:33:07.979 So check them out. They're an important voter 03:33:07.979 --> 03:33:12.239 now in the Sandbox now. And let's take a look 03:33:12.239 --> 03:33:15.319 and see who we can raid. See if anyone else is 03:33:15.319 --> 03:33:18.760 currently streaming the game. It's usually just 03:33:18.760 --> 03:33:22.799 me. You're right, it is just me. So let's go 03:33:22.799 --> 03:33:29.010 ahead and raid. Someone... I haven't raided... 03:33:29.010 --> 03:33:34.190 Reese's. Let's raid Reese's. He's an awesome 03:33:34.190 --> 03:33:40.989 guy. Big fan of Reese's Cups. C -R -E -E -S -I 03:33:40.989 --> 03:33:47.309 -E -K -U -P -S. Okay. Zemsor, Yuma, Siggy, thank 03:33:47.309 --> 03:33:49.229 you so much for sticking out with me and the 03:33:49.229 --> 03:33:55.170 12 others that have been watching this. This 03:33:55.170 --> 03:33:57.069 was a crazy one. I thought I would be done in 03:33:57.069 --> 03:34:00.989 two hours. It's now four hours. I'm in so much 03:34:00.989 --> 03:34:03.750 trouble. Little Lancer was born earlier this 03:34:03.750 --> 03:34:09.270 week. So I carved out two hours and then it ended 03:34:09.270 --> 03:34:12.450 up being four hours. So I have to go take care 03:34:12.450 --> 03:34:15.170 of the baby, Little Lancer. And I'm a first time 03:34:15.170 --> 03:34:17.950 dad. So all this stuff I'm learning, you know, 03:34:17.950 --> 03:34:21.889 time is not my own anymore. And just caring and 03:34:21.889 --> 03:34:25.200 feeding for a little infant, Little Lancer. This 03:34:25.200 --> 03:34:29.319 was Sandal 62, part five of the Foundation Company, 03:34:29.479 --> 03:34:32.959 a read -through of Star Atlas Foundation documents, 03:34:33.399 --> 03:34:36.760 the Memorandum of Association, and the Articles 03:34:36.760 --> 03:34:40.200 of Association. Thank you so much for being here. 03:34:40.340 --> 03:34:46.819 And Sam Fam, Star Atlassian Fam, and ApeCoinDow 03:34:46.819 --> 03:34:49.139 Fam, see you later.