All right. Hello, everybody. Sandow Podcast number
62. Done this 62 times. Today's part five of
the Foundation Company miniseries, and this time
it's going to be all about the Star Atlas DAO.
We're going to do a read -through of their documents,
similar to what we did in Sandow 60, where we
did a read -through of Sandbox Foundation documents.
This time we're going to be doing a... a look
into Star Atlas Foundation. Star Atlas is kind
of like a game where Eve meets Elite Dangerous
meets... Oh shoot, what's the other one? Star
Citizen. So if Star Citizen, Eve, and Elite Dangerous
all got together, had a baby, then that would
be Star Atlas. And babies are on my mind right
now because Little Lancer was born earlier this
week, so... I don't know what sleep is right
now. And yeah, life's good, though. Life's good.
So the scope of the talk today is about an analysis
of facts. And we're looking for the transparency
factor where we understand what is it we're participating
in, what is it we're doing. And that can help
make much better, more informed decisions. Disclaimer,
I do not represent the Sandbox Game or the Sandbox
Foundation or Atma or Star Atlas Foundation.
I represent none of them. I'm not your financial
or legal advisor and nothing necessary to be
taken as financial or legal advice. When I say
the word SIP, I mean Sandbox Improvement Proposal.
When I say the word HIP, I mean Polis Improvement
Proposal, which is Star Atlas style. PVP means
Polis Voting Power. Kind of like... Sand, voting
power. And when I say DAO, I mean decentralized
autonomous organization. And when I say SandFound,
I'm talking about the Sandbox community, those
who participate in the people, product, and purpose
of the Sandbox game, Sandbox ecosystem. That
ecosystem looks a little bit like this. I went
over it in episode 31. People is everyone from
gamers to Sandbox team. Product is everything
from game client to the DAO. And the purpose
is everything mentioned in the white paper to
include what the leadership of Sandbox DAO has
gone into. That ecosystem goes round and round
every day where we all interact with each other
to improve the ecosystem. Today's episode is
all about the DAO, specifically lessons from
other DAOs and Star Atlas DAO. So if you are
Star Atlas, welcome and glad you're here. I see
you, Zamzor, Emperor. Who else? I saw a couple
others. Mike. Appreciate having you. I am your
host, Lanzer. I am president of MetaWorlds, and
we have published two experiences within Sandbox.
One was Floor Droppers, which made Alpha Season
4, ranked 7th of about 400, and... And Lava Defense,
which was Game Maker Fun 2023? 2024? I think
2023. Time flies. So let's go over a little bit
of a recap. Today, episode 62. We started in
episode 56 with Sandal 34. And then we progressed
57, 59, 60, 62. All those are parts of the larger
whole. Today is part five. We're going over Star
Atlas. I'm doing a comparison with ApeCoin, DAO,
and Sandbox. And then we'll be reading through
Star Atlas Foundation Member Association and
the Articles of Association. Part six, if I can
help it, we'll have Melissa and Carolyn on for
Markers Global. That was Sandow59 in part three,
where they can answer the Q &As that we didn't
get to. Let's go through a recap. Sandow 34 was
a look into the Sandbox style origin. We traced
lineage of companies, people, entities, how they
all interact with each other. Then fast forward
to Sandow 56. We started the mini series for
foundation companies. It took me that long to
research into everything I needed to do, which
was... Yay. Welcome, Sandbox family. SamVam,
just made it in the house. Thank you for the
raid. Lucas and Kami, appreciate you. We're just
now going over a recap. So Sandow34 was looking
to the sandbox style origin. Sandow56 was a reading
of the Cayman Island law. That one was like three
hours, four hours long. It was pretty long. And
then Sandow57, we did a review of United States
case law and how DAOs were forming. A lot of
it was happening in California. Hey, what's up?
Tom? Armody? Armadilla? Armadillia? And then
Sandow59, which is a brief from Cayman Islands
lawyers from Walkers Global, that's Melissa and
Carolyn, they gave us kind of like an orientation
into sandbox, into foundation companies, their
legal structure, how they work, all that. And
then recently, We did Sandow 60, which was a
reading of the Sandbox style document. That podcast
was six hours long. Six hours. I didn't, I didn't
intend for it to be six hours, but it was. And
that's how long it took me to get through the
reading of their articles of association and
memory of association. I don't intend on this
taking six hours for Star Atlas. I have some
things that might, some things I want to go over,
but the whole. The two documents are 16 pages
for Star Atlas. It's not going to take us that
long. And they don't have a constitution. I'm
not going to go over the government's framework,
all that stuff. I'll just touch on it lightly.
But yeah. So welcome to my SanFam people. Hey,
Yuma. Good to see you. So there you go. Started
with Sandow 34, 56, 57, 59, 60. And now we're
on to Sandow 62, which is Lessons from Other
Dals, a reading of Star Atlas Foundation. Star
Atlas is kind of like Star Citizen meets Elite
Dangerous meets EVE Online. They have a very,
very well connected down. Okay, so Sandal 34.
We originally explored this relationship map
or what we thought was happening. And this is
what I came up with. The whole rigmarole of who
is connected to who and what. This is back when
we have no idea and I had to Google search all
of this to try and figure it out. I still think
I got a little bit of it wrong, but... A lot
of it was very revealing and transparency and
all that sort of stuff. Then Google Maps, Google
searched all the key players of Sandbox DAO.
Turns out they're all on the same street. So
for my Star Atlas people and my Ipcoin DAO people,
you're not too far away, maybe like a 10 -minute
drive from where this is. Everyone lives in the
same kind of business district of the Grand Cayman
Islands. I thought there was some significance
of them being on the same street, as in like
they all knew each other, but actually, turns
out the reason why they're all there is because
to be a part of a foundation company, you have
to be licensed, certified, and all these different
rules. They have all these different rules in
place to do foundation company stuff. So in order
to provide management services, director, secretary,
legal counsel, management services, all those
sorts of things, It makes a lot of sense why
some of them are all next door to each other.
Again, it's a small island, smaller than Jamaica,
and yeah, they're pretty close together. Then
we went over our law regulation stack. So this
is how we interpreted the rules that we talked
about in Sandow 56, where Companies Act, Foundation
Companies Law, and the case law on top of that.
Companies Management Act, Director's Registration
Licensing Law, which we figured out in our talk
with Melissa and Carolyn from Walker's Global
that that's not applicable. And a company citation
of Acts Parliament Law, the Virtual Asset Service
Provider Act, and the Securities Investment Business
Law. So we talked about all that in Sandow 56,
trying to figure out how it all comes together.
And then in part two is when we had Ernest, who
is a practicing lawyer in the United States,
talk about the evolving case law and mostly California.
And then part three is when we had the practicing
lawyers from Walker's Global, from Grand Cayman
Islands. Okay, all of this is to make sense of
these things. And for my Star Atlas people, this
is also the same for you. All of these words
that we started seeing, articles of association.
Foundation. Foundation company. Limited by guarantee.
Memorandum association. Without any share capital.
Cayman Islands. Why are we paying $50? What is
a subscriber? Cayman Islands General Registry.
An exempted company. All of these things started
making sense once we delved into this regulation
stack. It all made sense after that. So... Yeah,
that's what this mini -series is. It was an investigation
into all of this legal mumbo -jumbo to figure
out what's going on, who's doing what. You know,
that old Three Stooges skit. Like, who's on first?
I think it's Three Stooges. But who's on first?
Then I tried my hand at creating a flowchart
of how foundation companies are created. This
was my best guess. And then after talking with
lawyers and seeing everything up until this point
with our mini -series, this is about where I
landed. So I updated it as per Part 3, where
when a DAO wants to become a foundation company,
they start selecting service providers. Those
service providers then create the Memorandum
of Association and Articles of Association, and
then that creates the foundation, which acts
as a DAO wrapper. Not like M &M wrapper, like
a candy wrapper. wraps the DAO. Then Sandow 57,
we talked about, oh, excuse me, that was Sandow
56. It's when we talked about the flow charts
and we went through all of the language of foundation
company law and Companies Act. And then Sandow
57, we talked with Ernest, a practicing lawyer
in the United States, about OkieDAO, BZXDAO,
LidoDAO. And then also we went into Dow companies
within the United States and compared them. So
over in how Utah has a for -profit approach to
Dow is called a limited liability decentralized
autonomous organization, otherwise known as LLDs.
Wyoming takes an unincorporated nonprofit approach
and they call that a DUNA. Vermont takes a expanded
LLC approach called a BBLLC. Blockchain -based
limited liability. And Tennessee just added DAOs
to their list of LLCs. All right, then we went
into some key opinion frameworks, such as SEC's
investigative report from July 2017, some framework
for investment contracts from April 2019, different
stuff like that, and different laws that apply
to DAOs and how they're being used in the court
system, such as the long -arm statute, conducts
and effects tests. One of those articles led
us to episode 59, which was part three of our
Foundation Company miniseries, where we talk
with Melissa and Carolyn about foundation companies,
and we listen to them tell us, as if we were
a new client, what is a foundation company? Went
through things like why would a DAO form and
came in Island Foundation Company? Timeline of
events, how we went from, this was super interesting,
I didn't know this, how we went from A, after
incorporation, you go from a director -led, meaning
the director owns and can do whatever they want,
and then transition to a token holder -led. And
then what documents are required to form a foundation
company? We went over many, many different things.
And then, yeah, I highly recommend. That is some
wonderful knowledge they imparted, and I hope
to get the bank on again in the future. Then
we got to Sandell 60. Oh, Lord. Sandell 60 was
supposed to be one and a half hours, two hours
long. Ended up being six hours long. Six hours
long. We did a read -through of the Memorandum
of Association, taking into account everything
we learned in the previous parts and the reading
of the Cayman Islands Law. We read through Articles
of Association, and then we read through the
bylaws. Not to be confused with the Constitution,
even though it says it right here, the Constitution.
We know that the Constitution means Articles
of Association plus the Memorandum of Association,
not bylaws. The Foundation Company Law and the
Companies Act is very specific about that. The
Constitution is not bylaws. So I think that's
just, you know, sandboxed out, calling it the
Constitution and not realizing the conflict.
But no harm, no foul. Okay? Then we read through
the Memorandum of Association. You know, we found
things like... There were some questions, some
big questions left over, like does the Virtual
Asset Service Provider Act apply to the sandbox
DAO? Does the Securities Investment Business
Act apply? Who are the beneficiaries? I need
to know that. Is SanFam a beneficiary? I can't
tell. And who's the founder? What is that founder
role? We read through the article association
and some questions I had is, is the IPNA, which
is the signatory on our articles, is it Michael
Robinson? Is he, he's also director. What I understand,
um, there's, there's some confusion there on
that, that front. And did the initial subscriber
become the founder or director? Some of these
things I'll be looking at in Star Atlas DAOs
documents to see if they're the same question
that comes from this. And is the special counsel
or advisory board considered members? Don't know.
Can't tell if they're members or beneficiaries.
And what may restrict or prohibit members. How
do all these positions act day to day? In the
previous episode in Standout59, I called this
my rectangle of confusion. It's my rectangle
of confusion. Yuma said... Oh, Yuma. That's totally
true. Yuma said Sandel60 was like an entire RPG.
You're so right. You are so right. Where are
you, Yuma? There we go. Appreciate that, Yuma.
I take that as a compliment. Yeah, so all of
my Star Atlas people, say hello to my Sandbox
DAO people. You are cross -DAOing right now.
Star Atlas is, as I mentioned, like Star Citizen
meets EVE Online meets Elite Dangerous. And Sandbox
is like Minecraft meets, I don't know, The Sims
or Civilization. So you're both metaverses, you're
both games, and I play both of you. You're both
a lot of fun. Hey Bert, good to see you. Tom
Voxel, Yuma, Armadilla, Tom, Zamsor, Emperor,
saying hello to everybody in the chat. Alright,
back to what we were just talking about. So that
was... And then we talked, we lastly covered
the bylaws and this was Sandow 60. I'm referring
to the bylaws, which is some random common questions.
There was why three consecutive terms, why not
five or unlimited or zero or one? And why is
the advisory board able to be removed by the
special counsel, but not other advisory board
members? That part was confusing. The special
counsel can remove itself, but the advisory board
cannot remove itself. Not sure. Advisory boards
are not compensated where special council members
are. So there's kind of a big question mark there.
And then last but not least, we did an entity
search where we searched Sandbox Foundation within
the Grand Cayman Islands Registry, looked at
some things that proved that the stamp was valid,
and we looked at the statuses of different people
and players within the Sandbox DAO. We'll be
doing the same for Star Atlas today. And also
for my 8 -point DAO people, you are also in here.
You could be found just the same way. All that
led to a TLDR. You know, what is a foundation
company? It's both the name of the Sandbox DAO
and Star Atlas DAO, and it's a type of company.
What does exempted mean? It means it's a company
that does business outside of the Grand Cayman
Islands. Limited by guarantee, it means that
members of the foundation can only lose what
they put into the company. Usually that's money
or assets. Without any share capital means that
there are no units of ownership. So there's no
stakeholders, or excuse me, no shareholders.
So that kind of profit incentive isn't quite
there. Articles and memorandum of association.
Memo creates the foundation company. Articles
describe how it will be operated. Bylaws establish
internal business rules. Lots of businesses down
the Cayman Highlands. There are over 120 ,000
active companies. in the Grand Cayman Islands.
And 1 ,000 companies registered in one month
alone. For the foundation roles, the foundation
roles are very flexible. The subscriber creates
the foundation company. The director will lead
the foundation company. Secretaries license to
document, record, and certify things within the
foundation company. And members, founders, officers,
supervisors, managers, all conduct daily activities
within the foundation company. And everything
is grant... Governed by the Grand Cayman Island
law. Which you can find. By Google searching
it. But also. By going to the. Cayman Islands.
Wrong button. But you can. By going to the Grand
Cayman Islands. And go to the website. Click.
I realize you can't see that. Give me a second.
There we go. Grand Cayman Islands website, go
to action registrations, and you can see all
sorts of stuff. Or you can just go to the mini
-series within my podcast, and I show you all
of this. I go through everything. All right.
So y 'all are now officially up to speed. We
recapped Sandow 34, 56, 57, 59, 60. I highly
recommend go back to watch some of these. There
was so much information I couldn't possibly do
the recap justice. I did the best I could, though.
Like I said, Sandow60 was six hours just by itself.
I can't believe I did a six -hour podcast. That's
crazy. So today is Sandow62. Star Atlas. All
my Star Atlas Tao people, say hi to my Samhux
Tao people. Hey, Blue Tulip, good to see you.
Star Atlas Tao. Here we go. First, we're going
to do a comparison. I'm involved in ApeCoinDAO,
SandboxDAO, and now ArtlistDAO. And I want to
do a comparison just to kind of show a little
bit of difference here. So the ApeCoinDAO began
March 2022. AIP -1 approved the creation of ApeCoinDAO.
AIP -2 approved the voting process for ApeCoinDAO.
And AIP -3 approved the initial budget for ApeCoinDAO.
Whereas in the SandboxDAO... It came into being
two years later in May of 2024. SIP 1 approved
the creation of the Sandbox DAO. SIP 2 approved
the acceptance of the Sandbox DAO Foundation.
And SIP 3 approved the initial budget for Sandbox
DAO. I think I finally figured out why there
are SIPs to create Sandbox DAOs. It has to do
with the wrapper. And we'll go over that later
on. Star Atlas DAO. I actually didn't realize
that Star Atlas Tao didn't come into being until
two months later after Sandbox Tao. For some
reason, I thought Star Atlas Tao had been around
a lot longer. But it came into being July 2024,
so it is even newer than Sandbox Tao. Pip 1 approves
the creation of Star Atlas Tao. That was in July
2024. Pip 2 approves the acceptance of Star Atlas
Foundation in the Grand Cayman Islands. PIP 3
approves the creation of the Star Atlas Council,
and PIP 4 reserved 20 % of the budget for grants
by the community members called the Star Atlas
Ecosystem Fund. I had a big question about PIP
4 as to why you even needed PIP 4, when you could
just submit a PIP to do what you want to do.
That's what all the other DAOs do. But what I
understood is that PIP 4 kind of created like
a, for my ApeCoin DAO people, like a mini banana
bill, or for my Sandbox people. A mini sand chest.
Where you created like a. An expedited process.
Within the larger process. Or I'm sorry. For
sandbox. It's the new one we're voting on now.
The SGDP. The sandbox DAO grants program. I think
that's the reason why it's there. But you could
still. Put forth pips. For anything else you
would like. But. Or you could utilize the 20
% budget for PIP4. Okay, that's our comparative
between the three. But let's take a look at Star
Atlas DAO. Just a brief glance. Atma is the company
behind Star Atlas. So if we go to LinkedIn and
say, no, I don't want to join now. Can we not...
Just... Just let me see it. Let me see... Oh,
you're going to make me sign up for LinkedIn?
No, I don't want to do that. That's annoying.
That is very annoying. So anyways, there is a
LinkedIn for Atma, and I was going to show you
the people that work there. The CEO is... Michael
Wagner. And I saw on his LinkedIn. Here we go.
I saw on his LinkedIn, he's a CFA. I think that
means certified financial accountant. A chartered
financial analyst, maybe. Or certified. Yeah,
but anyways. That seems pretty cool. What is
a CFA? I'll put chartered financial analyst.
Hey, Zamzor said the Star Atlas governance site
launched in August of 2022. Polls holders could
start staking. July 2024 date was when the official
on -chain PIP1 passed to ratify. Thanks, Zamzor.
I'm going to update this. So PIP1 was July 2024,
and then I guess the DAO launched in August 2022,
but PIP1 didn't happen until July 2024, two years
later. Okay, cool. Thanks, Samsor. Appreciate
that. All right. Chartered financial analyst
is a globally recognized professional designation
awarded by CFA Institute to individuals demonstrating
expertise in investment analysis. Wealth management.
Cool. Very cool. All right. So Michael Wagner,
he is the CEO of Star Atlas. Yes, cool. Now I
can see. And let's close up a little bit. There's
Atma right there. Atma. They say Atma. And here
you go. They have Atma .com. Website. automata
that's right automata that's what they say so
automata it's very unassuming just that cool
so automata uh there's some employees one of
them here is listed uh that we're about to talk
about here's michael wagner and you know oh there
it is china chartered financial analyst very
cool so an investment Expert, sounds like. And
then our general counsel for Automata is Dan
Park. The only reason I'm really bringing these
up is because they're actually very, very, very
active in the Discord for Star Artless. And it
is worthwhile to bring them up because they play
a role. We're about to go. Near Dan Park, he
is legal counsel for Star Atlas. Coming out of
Berkeley. Also, I saw Harvard University, so
very well educated. Yeah, very cool. I lived
in Boston for a time, so right next door to Harvard.
So anyways, I realize you all can't see what
I'm saying. So the general counsel for Automata.
Alright, and then let's take a brief look into
the pips that got us here. So Star Atlas Council
was pip 3. There were over 20 people for round
1 of the Star Atlas Council. And then pip 6 was
round 1, whereas pip 3 approved the council.
Pip 6 was election number 1 with over 20 people.
PIP7 was the second round of elections. It was
a down selection based on if you got enough votes,
I believe. Zamzer, you can correct me on that
one. Zamzer in the chat said, the team from Automata
is very transparent, very engaged with the community.
Absolutely, Zamzer. That is exactly what I saw
right away. And also, Zamzer, I'm showing on
the screen. the what he said earlier which was
the site was launched in august 2022 and the
first paper was july 2024 thank you so much for
that correction appreciate that yeah emperor
emperor said um probably transparent for their
own good this being around so many degens absolutely
so that was pip seven and the the five who won
it were jp funcracker king brian bode and And
then Pip 9 adjusted the single transferable vote.
I still don't fully understand it, but from what
I gather is that if each voter gets a quota that
they have to meet in order to be considered a
winner, and if you get more than that, then that
extra goes down to the next person. And so it
kind of stops wasted votes is what I understand.
So that was just happened like maybe a month
ago. And then a few weeks ago, PIP 10 came out,
which was the second council elections for, oh,
excuse me, this is a second term and beyond.
So PIP 10 was all about adjusting the terms.
We're still going to have five council members,
still going to have, instead of six month terms,
now it's going to be nine month terms. That's
a big change. PIP 10. And so for my SanFam people,
these are what we call constitutional SIPs that
only right now the sandbox admin team can do.
So over in Star Atlas, they are governing, they're
kind of like their own admin team. And the Star
Atlas Council kind of functions as a pseudo admin
team from sandbox DAO equivalent. And then PIP
11 came about, which is brand new. It ends 2nd
March. It's currently going voting and it's for
the second council to be elected. And full disclosure
is I am running. I'm running as one of those
council members. So yesterday I was like rank
five and then I'm in rank three. Then I was rank
one. I'm rank two and then rank five again. I'm
all over the place. I'm still trying to figure
out what's what's happening there. But I've been
I'm in the. I've been in the top five thus far,
so, you know. Anyways, I'm running, full disclosure.
All right, let's keep going. Let's go into the
actual Star Atlas DAO website itself over here.
Okay, so I want to show you, we're not going
to spend too much time on these because so much
of what we're going to be doing is not this and
the foundation. But here's the Star Atlas DAO
govern .staratlas .com website. really really
cool i love how integrated it is similar to how
in the sandbox style similar to how in the sandbox
style they have the proposals here within the
sandbox style website yeah so you can click here
it will load you can connect your wallet and
then vote like one of the chrysalis quest that's
going on right now star atlas is doing something
similar but they took it a step further and integrated
a staking uh staking what they call the polis
locker which is their governance token which
is basically sand and land if your sandbox polis
is kind of like that combined and then atlas
which is kind of like their in -game currency
so they have a locker where you can stake and
earn rewards at the top here you've got the proposals
all the way down to the first one that we'll
be going over which was the star atlas dow that
was These here, these right here that we're talking
about. And then they have a nice treasury dashboard,
which shows just how much money right now they
have about 1 .6 million. And the interesting
thing about Star Atlas DAO that I've come across
different than ApeCoin and Sandbox is the Star
Atlas DAO is already self -sufficient. The Sandbox
DAO receives... endowments from the the sandbox
game company but star atlas has a very very active
marketplace they buy ships currency all sorts
of stuff and on solana chain and the the transaction
fees a percentage of that goes to funding the
dow treasury so you can they already have revenue
like this is where sandbox wants to go Right,
so just this past month, it looks like they earned
$89 ,000 in marketplace fees. And something about
gang activity, they earned about half a million.
That much, I don't know. I still need to figure
that part out. But, no, wait, here we go. You
can see for January 2025, January's revenue was
$119 ,000. $102 ,000 was from in -game activity.
And about $20 ,000 was from marketplace fees.
So they are already, the players themselves are
fueling the economy of Star Atlas. Whereas in
my, that doesn't work. Let's make it unrestricted
so you can see what I see. So we receive endowments
from Star Atlas, dang it, from Sandbox. And let's
see. which slide was it not this one oh there's
some interesting facts for my starless people
about sandbox we they have nft lands those lands
you build on like you would minecraft and if
you have one land you get 4 500 voting power
per land and if you have one sand you get one
voting power so sand is their token equivalent
to it's kind of like a cross between polis and
atlas is what they call sand and they're on the
polygon Whereas, startless folks, you're on Solana.
Here. So here's the budget for Sandbox. They
get $15 .5 million about a year, which is roughly
$4 million from the Sandbox game company. And
they receive $25 .5 million in May of 2024. And
that's what they've been lasting off of until
they get another $15 million sand in the next
month or two. And that is to keep injecting fuel
into the DAO until the DAO can become self -sufficient
like Star Atlas DAO is right now. And Zamzor
said exactly what I'm about to get into, which
is here at the top. If you click more at the
top, then you'll see the ecosystem dashboard.
It's managed by the econ team, which holds monthly
community forums led by a guy in PhD. Oh, who
is that? Samsor, who's that person? Is that a
community thing or is that an automata thing?
All right, and then if you click more here at
the top, then you'll see locker details, emission
rates. Like it's a very, very well -built backend.
It is extremely well -documented. So my sandbox
people, my ApeCoin DAO people, they are not nearly
as detailed. Their backends are not nearly as
detailed. I had to Google search so much stuff
in order to get to where I am, whereas I come
to StarHotList and it's like, here's a GitHub
or a Gitbook. Here's a more page with all sorts
of stuff in it. It was really cool. And then
the white paper, economics paper, sustainment
governance paper. We'll have a slide in this
here in a second. But lots of cool stuff all
over this website. And yeah, that's what they're
working with. So let's get back into it. We were
here. All right, so the DAO treasury, we just
went over that, is $1 .7 million. So a little
bit smaller than about maybe half the size of
Sandbox DAO. And ApeCoin DAO is like hundreds
of millions. So we're all small compared to them.
All right, next slide is the DAO material. So
this was just me doing research into Star Atlas
DAO, because I'm new in terms of... Compared
to Sandbox, I've been in Sandbox for maybe two,
three years now. Star Artless DAO, I've been
lurking in the shadows, kind of watching to see
what would happen. And then November, I decided
to take the plunge to really get involved because
things realigned in my life. I had more free
time to figure stuff out, and I was DAOing hard.
And Star Artless DAO was one of the standouts.
So what first began as kind of like an investigation
into the lessons learned. Then became a, hey,
this is a game I want to play. And now I'm running
for council. All right, so Dell Treasury. All
right, then let's get into the Dell material.
So when you're trying to figure out what to learn
about the Star Atlas. Hey, Pepe. Pepe from Sandrush.
He's a very well -known sandbox person. And is
currently creating a very... very useful tool
for sandbox people to make building in sandbox
very, very easy. So, hey. All right, so in the
DAO material, there's multiple ways to get at
the information that we're after. And what information
are we after? We're trying to figure out about
the foundation. So how do I find out about the
foundation? I started reading through their white
paper, their sustainment governance framework,
economics paper. and you can find that by going
to the star atlas website yeah as soon as it
loads here in a second come on okay so in the
star atlas website if you go down to click i
mean you'll see it it's down here too but here's
the press kit and the press kit has the papers
right so i have a little screenshot of what that
looks like and then as you just saw if you click
the more page on the governance website so launch
the governance act and here at the top right
hit more if you scroll down you'll see the white
paper economics paper and it's the same governance
these things have a load of excellent information
in them you want to read that if you want to
be a star atlas it is extremely helpful to figure
out what's going on here So for the white paper,
I'm not going to read everything. We're here
for the foundation documents. The white paper
is 42 pages. It's fair. It's a good one. It gets
into blockchain mechanics. Well, I can't see
what I see. There we go. All right, so here's
the Star Atlas white paper. And it gets into
blockchain mechanics, core game mechanics, purpose
of the paper. What is Star Atlas? It's a hybrid
space game. Then they get into some lore, asset
sales, phased approach that they have, gameplay
pillars and security zones and different things
you can do. And then economics. I was very interested
in this. I read a lot about this. Atlas is their
in -game currency. Pulse is their governance
token, both of which are on Solana. And deflationary
things, token burns, the value matrix was cool.
i'll show that to you all real fast here i really
enjoyed looking at the value matrix um take a
look at that oh come on i just saw it go down
later so that's 6 .2 6 .12 then market research
what you know how are they positioning against
everyone else the different tools they have post
live growth conclusion and reference so That
value metric was on page 20. All right, take
a look at this. Where is it? Economics, economics.
Come on, almost there. Keep going. Oh, that's
cool. Competitors kind of got like a self -evaluation
tool. So if you ever want to know what, how do
they think they compare to Stellaris, Starbound,
Star Conflict, EVE, Infinity Battlescape, Star
Citizen, all these. That's a pretty cool table.
It is made by them, so maybe a little bit of
bias. All right, let's go. Where did it go? Where's
the value matrix? There. Here's the value matrix.
It kind of gives you a flowchart. I love flowcharts.
They're very helpful. But this flowchart gives
you what can you expect. As a token holder, how
does the flow of information, how does value,
how is it created? And if you are a stakeholder
in the company, I think this means, like a stakeholder
equity in Automata, then this is what it means.
Because you've got like asset sales and all that.
I think that's what it means. Equity in the Automata
Corporation. And then if you're a gamer, how
do you monetize? How do you own your assets?
What does all that entertainment game like? gameplay
loop look like this is very very cool this tells
me that the team knows what they're up to i mean
this white paper alone is 42 pages but like this
is cool this is very very cool i paid most attention
to and the economics the atlas polis i spent
a lot of time reading about the uh The next thing
here that we're about to go over, a sustainable
governance framework. I spent a lot of time in
here. All right, so it's going to download, open
it. All right, so the Star Atlas. A sustainable
governance framework. This is kind of like a
vision statement. It is 30 pages and it's full
of excellent information. Like if you are serious
about investing. This is something you want to
pay attention to. They go through, they have
an exec sum, importance of decentralization,
so they kind of go over their philosophical approach.
Then they get into the state of Star Atlas. And
then they get into the governance framework itself,
the constitution, the council, proposal process,
how they're going to govern themselves. Hold
on a second. Where is my... Ooh. Maybe it's under
economics. Yes, it is. It was in economics. Okay.
So this is full of good information about investment
things. So if you're a business person or you're
an investment person, take a look at this document.
It's got, I mean, it's so well made. It is so,
so well made. I really enjoyed it. And it's not
like it's full of fluff either. I don't know
if they use chat GPT to write this. I don't think
so. It is pretty precise and to the point. It
was worth the read for me, at least. A lot of
cool stuff about DAO language that I would use
elsewhere as well. All right, and then the last
thing was the economics paper. This is the one
I read up and down and backwards because it had
a lot of the data I needed to pull. I'm a huge
data nerd. People, sorry, I just don't know that
yet, but for the sandbox, I have put together
a lot of... data nerd stuff let's call it such
i used to do the checkbook and the scoreboard
and and have kind of like these things here i
haven't updated in a little bit but you know
score bars to keep track of all of the sips and
a checkbook i know someone in star atlas mentioned
that just the other day but like an accounting
sheet of the categories and how much they were
spending or underspending. I created that one.
Just keep track of it. So the economics paper
had some very interesting things. Resource management,
which is all mostly in -game stuff. Tokenomics,
cool. I like tokenomics, it's great. But what
really got me was... Where is it? It must be
turned around here. Is it this one? Not the white
paper, is it? Oh, there it is. Yeah, so it is
in the tokenomics. So this 3 .2, page 14. When
I wanted to figure out, you know, was it a good
investment and learning what is the long -term
value for these things, I went here. They have
excellent descriptions. And I could trace this
into the data itself. So on their governor's
website, the lockers here. So very, very cool
stuff. I've thoroughly enjoyed reading it. I
think I'll do a podcast episode just by itself
for that. Okay, let's get back on track because
I took a little bit longer there than I wanted
to, but ultimately it was good. It was good to
talk about it. We're here. of the Star Atlas
Foundation. Now, the foundation is the legal
entity that underpins everything that they do.
I've been investigating foundation companies
because of their importance and how DAOs are
run if you are a Grand Canyon Islands foundation
company. There are a lot of things happening
underneath the surface that I wanted to excavate.
I wanted to explore. It's my personality type.
I like that stuff. And I found... a ton of information
a lot of things i didn't expect whenever that
a lot when we talked about arena of cayman islands
law and also even 60 when we read through sandbox
style documents but we learned a lot learned
a lot about cayman islands so as i started exploring
foundation companies i learned a lot of other
dials Also, our foundation companies, such as
ApeCoinDAO and StarHotListDAO, as well as SandboxDAO.
So, where do I go to find DAO documents? The
important DAO documents that are registered with
the Grand Cayman Islands. It actually wasn't
in the place I thought. For all of the other
things that are happening, where the other documents
are pretty easily to find, if you go to Govern.
If you go to govern over here, you go to more,
like I showed you earlier, there's economics
paper, there's a white paper. If you go to their
website, this website, then it's right there
on the left. I mean, you go there. You can find
these documents everywhere. But where do you
find the corporate documents that are required
to be filed? or a foundation company in the Grand
Cayman Islands. As we learned, because of the
acts and regulations of a foundation company,
there are certain legal documents you have to
file, and then there's a corporate structure,
there's a director, there's officers, there's
supervisors, secretaries, all sorts of stuff
that you need to run a company, but for a DAO.
And so where are those documents? Turns out,
those documents are in one of two places. And
I found it here first, in their Discord. If you
go to their DAO chat in Star Atlas Discord, go
to one of the pinned tweets, and Dan Park, if
you remember the name earlier, he is the general
counsel for Star Atlas Atoma. Atomata. I keep
saying that wrong. Atomata. Atomata. He posted
the Memorandum of Association and the Articles
of Association. which were pretty much the incorporating
documents for Star Atlas Foundation. It's there
in Discord. What I didn't know is that the awesome
folks of Star Atlas Council First Generation,
Funcracker, Jerome Carlos, JP, King Brian, Bodhi,
they all created a Git book. And in that Git
book, They put the knowledge base of Star Atlas.
And here, if you scroll down to under Foundation,
scroll down the bottom, you'll see, there it
is. Also there. What I learned about this document
is that it's actually two -in -one. It is combined
memorandum and articles. So it's only 16 pages,
so it's not going to take that long to get through
it. But in the Git book, you can also find it
there. These documents are very important for
any foundation company and how they're run, all
of that. So we are going to start into that.
Let's open it up. And here we are. We're going
to read through this just like we did Sandbox.
And like I said, 16 pages. It's simple compared
to Sandbox style, which is surprising because
Sandbox style is... Like an iceberg. You think
you know, understand everything, but it's part
of Animoca Brands. It's one of the top metaverses
around. Animoca Brands is the largest, I'm pretty
sure it's the largest Web3 company in the world
with over 400 subsidiaries. It is crazy huge,
of which Sandbox is one of them. I went over
all of that in Sandow 34 when we went over the
relationship map. And we kind of traced the lineage
of the Sandbox company, where it's headquartered
in Malta, owned by Sandbox Gaming Limited. That's
when we say Sandbox Game Company. That's what
we're talking about. Whereas the Sandbox Game
is just the game. And then that is owned by Bacasable
Global Limited, which Bacasable in French means
sandbox. Did not know that. That's owned by Animoca
Brands and thus the Circle of Life. And Star
Atlas, it's much more straightforward. Star Atlas
is owned by Automata, which is what we showed
earlier. It's here. No, not there. There, there.
No, no, get closer. There we go. And Automata.
Oh man, not you again. Come on, come on. There
we go. So it's owned by Automata, which the CEO,
is Michael Wagner and, you know, Automata. Here
it is. So Automata owns the game Star Atlas.
Star Atlas Foundation, separate legal entity,
is in the Grand Cayman Islands. That's it. There's
no, like, subsidiary tree that I could find that
I needed to talk about. If there is, then I missed
it and I'll have to make another episode about
it. But here we are talking about Star Atlas
Foundation. the legal entity behind the Star
Atlas DAO. All right, so here we go. Up at the
top right, we see what we normally see, the stamp,
Exempted Foundation Company registered on September
2022. So this company has been around, this foundation
company has been around for quite a long time.
That's very surprising to see. Why the separation?
In fact, that's my first question. So for all
you who are Star Atlasians, And you don't know
how I do things. I screen share a lot. So you
see like things all over the place and I take
notes in real time. So I already had one question,
which why doesn't it have a founder? We'll get
into what that means later on. Actually, I already
did my TLDR. So this page right here, a TLDR
is in the TLDR. A founder is kind of like a unique
role that can kind of be granted superpowers,
superhuman powers. And in normal corporations,
you have shareholders, you have CEOs, directors,
presidents, all that. And the directors have
a fiduciary, the shareholders, excuse me, the
CEOs have a fiduciary duty to maximize shareholder
value. The shareholders are people who have that
units of ownership, right? So that share capital
right here. But within the foundation company,
there are no share capital. There are no units
of ownership. So who then is your shareholder?
Well, one of them could be the founder. One of
them could be the beneficiaries. There are a
lot of different ways you can shape a foundation
company. And in sandbox, we have a founder who
has like superpowers. And that founder is almost
like the first person who started the DAO to
keep it on track. And that founder is not beholden
to shareholders. So they kind of have a broad...
broad scope of abilities that is separate and
distinct from the director who has control of
the company. They have the responsibility to
run the company day to day. But the founder's
kind of like your ace in the hole. And the person
who, you know, keeps the foundation company on
track if things go haywire. And it's normally,
you know, like the first person, the founder
of company. I think it's Seb. or Arthur, the
dude, who are co -founders of the Sandbox Game
Company, I don't know for sure because it doesn't
say. But over here in Star Atlas, though, so
much simpler. So much simpler. It's probably
why both documents are 16 pages, whereas in Sandbox,
it's many more than that. Six hours worth. So,
we see the seal. And when we do the entity search
later on, you'll see what that means. Let's start
reading. The Companies Act, which we know is
the governing body of law for the Grand Cayman
Islands. And the Foundation Companies Act, also
a very important body of law. The Memorandum
of Association of Star Atlas Foundation. Remember
in the TLDR? I'll show down here in the bottom
left. Whereas bottom center of my screen, the
TLDR, remember that the memo, the memo of association
creates the foundation company. Okay? Whereas
the articles, which is also embedded in the 16
-page document, describes how it will operate,
kind of like the rules. And you have optional
bylaws to further established rules. But I didn't
see any bylaws for a foundation, sorry, this
foundation. A foundation company, which we learned
was a foundation company. It is a type of company
within the Grand Cayman Islands. And limited
by guarantee. Limited by guarantee, we learned
in Sandow 56, means that the members of the foundation
company only lose what they put into the company.
And normally that's like, I don't know, you'll
put up $10 ,000 or you'll give them a car or
a building or assets or money. That is what they're
limited to. And in this document, I expect to
see what that limit is. What did the founders
or the people who created this, probably the
subscriber, And the director and the members,
what do they guarantee to give the company? All
right. And then without any share capital. And
again, as we talked about already, it means no
shares. Shares can be thought of as units of
ownership in a company. And most companies have
to maximize shareholder value. And the CEOs,
presidents all have fiduciary responsibility
to the shareholder. We learned with our friends
over in Walker's Global, Melissa and Carolyn
from Walker's Global, practicing lawyers in the
foundation and in the... I'm tripping all over
myself right now. Practicing lawyers at Cayman
Islands that... There are no shareholders in
a foundation company, but the directors still
have a fiduciary responsibility to the company.
Who do they have a fiduciary responsibility to?
I'm not quite sure. That's what I want to get
the lawyers back on. I think they have a fiduciary
responsibility to the objects of a foundation
company or its beneficiaries. I don't know. I
need to ask them that question when they come
back, if I can get them back on. Or maybe I'll
just ask Dan. Maybe Dan knows. Star Atlas. I've
never seen the legal counsel so involved in a
community before, in a gaming community. I think
it's one of the first times I've ever seen that
happen. So that's why I listed out Dan Park,
because he's so involved, transparent. It's really
cool. Really cool to see. So is the CEO, Michael
Wagner. So let's make that part of it. Who does
the fiduciary? Who does the director have a fiduciary
to? That's the wrong way to word that. Who is
the director a fiduciary of? There we go. Is
it the objects of Foundation Company? Members?
Beneficiaries? Alright, so again, we're just
writing down questions as we go along. Alright?
So that's a question I did not think to ask until
now. And why does Star Atlas not have a founder?
We'll get into that. Y 'all don't have a founder,
Star Atlas people. Sandbox does. All right, and
then here we go. Walkers. Walkers Global. I did
not know Walkers Global represented Star Atlas
or Ape Coindow until I talked to them. So give
that one a listen. That was free advice. It wasn't
legal advice, but that was free knowledge. Right?
Sandow59, part three of Foundation Company. A
brief from Cayman Island lawyers. Not legal advice.
It was, however, great knowledge and education.
Okay, so Walker's Global. We already know who
they are. And I can already tell, so they're
the law firm, looks like legal counsel, to help
provide some management services or company services
to start this foundation back in 2022. All right.
It's already starting to piece some things together.
All right. And before I get into section one
here, I'm going to take a quick break. I've already
been at this for an hour. Oh, darn it. I'm going
to need to step on it because I don't want to
end up doing six hours again. Hey, Siggy. Good
to see you in chat. Hey, Pepe. Good to see you.
Siggy Sat. Yuma. Samsor, Emperor, thank you all
for sticking with me. Really good to see you
all. All right. Where do we leave off? We just
started. Oh, Lord. Okay. So we were just getting
into Star Atlas Foundation documents. And again,
these are extremely important documents for the
running of... Star Atlas Foundation. If you are
into DAO governance, you want to know these documents.
Interestingly enough, though, for Star Atlas,
and this is the first time I've seen this, so
huge kudos to Star Atlas, by the way, they don't
just have founding documents, the articles and
memos. They have a whole PDF framework. Their
white paper talks about their DAO. So does Sandbox.
The Sandbox's white paper also talks about the
DAO, but not near the degree that Star Atlas
does. It has its own sections in the white paper.
And then the Sustainable Governance Framework
also talks a lot about the DAO. So does the economics
paper. All of these things are propping up as
pillars. I feel like I want to do another episode
just on these documents because I feel like there's
a flowchart here. Really could be beneficial.
Similar. Very similar to my. My ecosystem one.
My sandbox ecosystem. I love doing ecosystem
websites. Episodes. So here I have. In Sandal
31. I have an introduction. To the sandbox ecosystem.
And. I go through. You know how here on the,
look right down there. See how ecosystem, in
the very, very beginning, I talked about the
people, the product, and the purpose, and all
that? That's this episode right here. This one.
That's this episode right here. And I go through
all of them in depth. I kind of pull apart the
whole ecosystem, and I talk about how each facet
of the ecosystem, interacts with each other.
And then we examined what were the leaders saying,
the different podcast episodes where they're
talking. These are the founders on podcasts and
stuff. We go through that a lot. And it's awesome.
It was great. Here's a few seconds of it. Hi.
Today, why are we here? Today we're going to
be talking about what is the sandbox and a summary
of it. Just my perspective. So what is a sandbox?
It basically revolves around three segments,
three groups of things that are happening all
at once. Three activities. The product, the people,
and the purpose. So, that was episode 31. Star
Atlas goes much deeper than I originally thought.
I may want to do a whole ecosystem on Star Atlas
in the future. I love doing that stuff. It's
so much fun. But we're here. Keep getting distracted.
My bad. Memo of association. Let's go back to
it. So. Section one. The name of the foundation
company is Star Atlas Foundation. The foundation
company. Cool. Easy enough. Section two. The
registered office of the foundation company.
will be situated at the offices of walkers corporate
limited and then there is the address let's take
a look at that address because i want to know
where they are compared to everybody else all
right so we're going to go to maps .google very
sweet and then let's put in the address that
we just saw and that's the address right there
All right, where are we? Oh, okay, we're right
down. So see this South Church Street right here?
Maybe it'd be better if I do it like this. There
we go. See this South Church Street? Okay, this
is the business district that I was talking about
earlier in one of the recap. It was this slide
right here. See this slide? This one where we
thought that right there are these three buildings.
Right here. See? So that's where the sandbox
tower is. Right over here. And Walker's Global
is just of, like, what? Looks like a 10 -minute
drive. And there's Walker's Global. That building
right there. So that's cool. So that's where
you all are. Sorry, Atlas people. That's where
your office is in the foundation company. And
again, this is in Georgetown. of Grand Cayman
Islands. I didn't realize this, but apparently
there are five different islands, as our lawyers
from practicing within the Grand Cayman Islands
told us. The Grand Cayman Islands is just the
biggest one. Alright, and there's Grand Cayman
Islands. Zoom out. It's next to Jamaica, Cuba,
Honduras, Nicaragua, and there you go. Tiny little
island right in there. Cool. Alright. At the
offices of its secretary, for the time being,
I guess that means they might change it later
on. Section 3. The foundation company's initial
secretary shall be Walker's Corporate Limited
or such other qualified person as defined in
the Foundation Companies Act. Which basically
means anyone who is licensed. And the licensing
of the secretary is done by the CEMA, the Cayman
Islands Monetary Authority. They license secretaries,
and secretaries have to go through this long
process of getting a license, and foundation
companies must have a licensed secretary to operate
within the regulations. So that is very, very
important. Siggy said, fun fact, in the early
days of Star Atlas, there was a team about...
Five economists helping build the game, tokenomics,
econ documents along with Wagner. Now there's
currently Chris above and Gareth. Okay, cool.
Thanks, Siggy. All right. We just did section
three. Section four, the foundation company is
a company within the mean of the Companies Act
and a foundation company within the mean of Foundation
Companies Act 2017. And we went over that with
our regulation stack. Here, under our recap,
go to Sandow56 for a deep dive into those documents.
That one took three hours because it was hundreds
of pages long, and I summarized them. So, three
-hour summary of a couple, few hundred pages
worth of documents. It was very, very complex,
but it took me months to figure out. So, they,
Star Atlas, is putting in their foundation companies...
Star Atlas Foundation is putting in their foundation
documents. These are the laws that they're recognizing.
So, pretty standard so far. And here we go. Section
5. The objects for which the foundation company
is established are... Section A. To perform services
to implement, improve, and sustain aspects of
the Star Atlas Metaverse and ecosystem. Specifically,
without limitation, the Foundation is empowered
to Section I. Support and finance appropriate
research and development activities and projects.
Section 2. Promote and educate the public on
the Star Atlas Metaverse and ecosystem. Section
3. Promote the usage, growth, and contribution
to the Star Atlas Metaverse and ecosystem. Section
4. Issue, receive, spend, and hold digital assets.
Section 5. Engage with various parts of businesses,
partners, banks, regulators, authorities, and
other partners. Interesting. I have a question
now. They mentioned the term digital assets and
a part of this regulation stack here. One of
the questions I had for a sandbox style was,
does the Virtual Asset Service Provider Act apply?
And one of the things that it asked was, does
it hold digital assets? So does this mean that
SAR Atlas, the VASP Act, is now applicable? Virtual
Asset Service Provider Act? So let's ask that
as our question. So this is section 5A. Star
Atlas does the vast act apply to Star Atlas Foundation.
And we're going to reference section five. Okay.
Because that one's talking about old digital
assets. And so that's someone right there. And
All right, let's keep going. And five, the objects
for which the foundation company is established
are, and we're now at section B, to do all such
things as in the opinion of the directors are
or may be incidental or conducive to the above
objects or any of them. Basically means whatever
they want. That's basically what that means.
I had already kind of said that in section A,
where it says specifically without limitation.
Kind of already giving yourself free reign just
by saying that. But also in Section B, you know,
to do anything, the opinion of the directors
might be incidental. Okay, that's Section 5.
And Section 5, that was very short. Sandboxes
was humongously long. I think there was like
20 items on the objects. And Star Atlas took
the approach of having a much shorter list. The
objects is very, very important. This is why
your company, your foundation company, is here
in existence. That's why I put in question two,
who is the director or fiduciary of the objects?
Okay, so the objects we just learned, reference
section five, that's the objects. The objects,
it looks like they're basically saying research,
educate, promote. issue receive spend and engage
so some pretty just look at the verbs that's
how you can tell what what they're really after
here and then do whatever else they'd like to
do which is cool you know foundation companies
are meant to be very flexible it's kind of like
a trust meets an llc and they they kind of all
trusts are very flexible um and so they're taxed
differently but then Never mind. Let's just keep
going. And then reference section five. Good.
There. So that was our, that was why I asked,
what is the director fiduciary of? Is it the
objects? Oh, oh, I forgot. Let's start highlighting
keywords. My bad. I highlight keywords to keep
track of things in my brain. It helps me. It
helps me a lot. All right, so founder is a keyword.
Director is a keyword. Fiduciary is not. Foundation
company is. Objects is. Members is. So we know
that this question is, you know, pretty important
because it affects a lot of people. All right,
and does the VASP act? So the VASP is also key
phrase. And there we go. So why does it start?
Okay, we haven't gotten there yet. Who is the
director a fiduciary of? We know who the director
is. That was actually very easy to find. We know
who the director is, but who is that director
a fiduciary of? Is it the objects of a foundation
company? The members? Beneficiaries? Love to
know that. Bert, I am not able to provide an
update to that. I'm not... Other than what they
put in the forums for Red Cross, I don't know.
I'm just a community member. I don't really have
that insight. Okay. Let's go back to, we just
read through Section 5. Now we're on Section
6. The foundation company shall have and be capable
of exercising all the functions of a natural
person of full capacity, irrespective of any
question of corporate benefit, as provided by
Section 27 .2 of the Companies Act as amended.
Okay. What did... Section 27 .2 of the Companies
Act say. Let's take a look. I betcha. I betcha.
We have it listed here somewhere. I want you
on a bet. I put 27 .2 in here somewhere. And
it was the Companies Act, right? Yeah, Companies
Act. So this was 20 section. This was Sandow
56. It's all the research that we did. So if
you watch that episode, and it's like three hours
long, I think, this is what you're going to see
me work through all of this. So here's page 20.
Let's look for section 27. What are we looking
for? We're looking for this. That's Foundation
Company Law. Here's Companies Act. Section 190.
Okay, keep going. Section 8, 24, 25, 26, there
it is, 27. Section 27 was Consequences of Incorporation.
where upon filing the memo of association, the
registrar shall issue a certificate, and from
the date, subscribers of the memo shall be accompanied
by the authorized to act. Cool. All right, so
what did that say? As provided by Section 27
.2. Okay, then that was the ability for a corporation
to have its own separate personality. Got it.
Section 7. Foundation company may not carry on
a business for which a license is required. under
the acts of Cayman Islands unless duly licensed.
I think that's referring to the fact that it's
an exempted company where it has to do business
outside of the Grand Cayman Islands unless it
is properly licensed to do business within. The
only exception to that rule is them contracting
for services within the Grand Cayman Islands,
like legal, right? So legal, Walker's Global
is on the Grand Cayman Islands. The foundation
company is allowed to do business with a company.
in the Grand Cayman Islands if it is to carry
out the objects of that foundation company. So,
hence why you have a director who is a foundation
company who is in Grand Cayman Islands, and legal,
and a secretary. All these people are Grand Cayman
Islands residents, and they own their own companies.
So you can do business with them. But you can't
sell food or groceries. You can't operate a grocery
store. without being properly licensed. An exempted
company will not meet that. Okay? Section 8 of
the Memorandum of Association. Remember, the
memorandum establishes the company. Section 8.
Apart from authorized remuneration, and remuneration
just means compensation, like payment, salary.
Apart from authorized remuneration for services
to the foundation company, no portion of the
income or property of the foundation company
From whatever place or source shall be paid or
transferred directly or indirectly by way of
dividend, bonus, or otherwise by way of distribution
to Section I members, directors, or supervisors
of the foundation company or Section II automata.
Nice. And its shareholders, directors, officers,
affiliates. Additionally, no amounts will be
paid, transferred directly or indirectly or otherwise
distributed to the token holders or to Atlas
token holders based on token ownership. That
is a very, very good protective statement. Sandbox
has something very similar to that. It's much
more vague. But this is saying outright you will
not transfer assets from the foundation company
to automata people or no income or property of
the foundation company shall be given As a dividend
or bonus to the members, supervisors, directors
of the foundation company. Basically meaning
rug pulling. So you know how rug pull happens
when the owner takes the money and runs? Or some
person within the project takes the money, takes
that property, and they run away? This is an
anti -rug paragraph right here. Section 8. It's
very good. It's very specific, too. I like the
fact that they call out automata people, specifically
automata. That's very stand -up of them to do.
That gives me, my trust is increasing the more
I'm reading this. It's just, it's clean. It's
very clean. And after talking with Carolyn and
Mel from Walkers Global, you can tell they know
what they're doing. This was done two years ago,
so they've only learned more since then. But
this is very clean. It's very... I'm not seeing
a lot of ambiguity, except for Section 5, which
gives them the authority to pretty much do whatever.
But still, that part, I'm not bothered by that.
But here in this anti -rug paragraph, they call
themselves out. They mean automata, because automata
is the one who commissioned this to be done.
Otherwise, it wouldn't have been done. And they
say we can't pay ourselves. We can't pay ourselves
unduly. So it says, apart from authorized remuneration
for services rendered. So if you are an automaton
employee and you provide a service, the foundation
company is allowed to pay you for that. They're
allowed to pay you for your services rendered.
But you can't just say, I want half of the treasury.
I want half of that $1 .7 million. And because
I own a significant portion of foundation company,
they must do it. Here it says, We will not do
that. And it's part of the director's job to
ensure that this is carried out properly. But
is this part of what the fiduciary is? I don't
know. I need to ask. You know what? We can update
that question, right? Let's update that question.
Let's add the anti -rug protection of section.
So this is cool. I really like seeing the differences
that each legal and business foundation company
has done. Sandbox took a different approach than
Ape Coined Out. And Ape Coined Out took a different
approach from Star Atlas. They all have different
ways of approaching it. Star Atlas has TTA. Alburga,
Thor, Thorne, Thorpe, and Alburga. Apologies
if I got that wrong. And then Star Atlas took
the Walker's Global approach. And we... Ooh,
words are hard today. And we interviewed them.
Episode 59. I didn't get a chance to talk to
TTA yet. The Alburga group. I'd like to one day
though. Alright, back to reading. So that was
section 8. I'm very happy to see that section.
That gives me a lot of faith. Starting to build
a lot of trust here. Section 9. The liability
of the members is limited to the undertaking
as set out in clause 11. See earlier when I told
you that what was that limited liability? It's
going to be in either the articles or the memo.
Well, here it is. Let's go look at Clause 11.
Each person who is a member undertakes to contribute
to the assets of the foundation company in the
event of the foundation company being wound up.
Wound up is just the Grand Cayman Island word
for liquidated or closed down. For being wound
up during the time that the person is a member
or within one year afterwards for payments of
the debts and liabilities of the foundation company
contracted before the time at which the person
ceases to be a member. and the cost, charges,
and expenses of the winding up of the foundation
company, and for the adjustments of the rights
of the contributories amongst themselves, such
amounts as may be required not exceeding the
sum of one U .S. dollar. Okay, so a lot of this
is copied straight from the Companies Act and
Foundation Companies Law, like that whole one
within one year afterwards, that's taken straight
from the law. Cool. And then for a time in which
the person ceases to be a member, all taken from
the law again, the part not exceeding the sum
of one US dollar, Sandbox did the same thing,
where if the foundation company is taken to court
and it has to pay all these millions of dollars,
the members and directors and all of them have
to pay, they're on the hook for one US dollar.
And because foundation companies are a separate...
entity they have their own legal personality
then you know that that means that whoever sues
or goes after the foundation company can also
sue or at least when the foundation company gets
liquidated you know michael wagner or the the
director doesn't have to pay more than one dollar
so it's another protection afforded foundation
companies and that this walker's goal determined
would be important to put into effect here for
the star atlas style okay we skipped over section
10. all right so section 9 was the liability
of the members is limited to the undertaking
as set out in clause 11. section 10 says the
foundation company may cease to have members
that's also very typical i still need to know
what that means actually what what does that
practically mean for the day -to -day running
let's ask that what does cease To have members
practically mean for the day -to -day running
of foundation company. And we're going to reference
section 10. All right, we're going to highlight
our keywords. May cease to have members. So members
is a keyword. So is foundation company. Alright,
and then reference section 10. Alright, cool.
And then we did section 11, which was the spelled
out liability, $1. And then section 12. If on
the winding up or dissolution of the foundation
company there remain surplus assets after the
satisfaction of its debts and liabilities, the
same shall be applied or distributed under the
articles of association of the foundation company.
And... Subject thereto shall be paid to transfer
to such charitable objects as shall be decided
by directors or directors' resolution. For the
avoidance of doubt, in no event shall any distribution
of assets pursuant to this clause 12 go to I,
the members, directors, or supervisors of the
foundation company, or to Automata, Inc., and
its shareholders, directors, officers, or affiliates,
or 3. Token holders or Atlas token holders based
on token ownership. So this is another anti -rug
protection. A little bit different though. So
if the foundation company has to shut down, which
is what the solution winding up means, then they
are not, even in that case, the assets of the
DAO can't just be doled out to people. Like a
closing rug pull. So, same protection. This is
reading almost exactly like the way Sandbox DAO
has. That's a nice little note. That's not going
to be a question. Section 11 and 12 read just
like Sandbox Foundation docs. I'm going to look
into that a little bit later, see what that's
about. That might not be anything at all. I think
that's a really fascinating thing. Okay. Section
13. This memorandum and article association may
be altered by the director's resolution, except
that neither Clause 8 nor Clause 12 of this memorandum
may be altered in any way such that the distribution
of assets from the foundation companies are or
will be pay for the benefit of the members or
future members of foundation company data this
eighth day of september 2022 i want to ask that
question what what is that that huge difference
all right so what caused let's do this let's
do a new what caused the time But what was the
source of the time gap between Star Atlas Foundation
Company Incorporation, which was 8 September
22, and PIP1, which was July 2024? Do we have
an exact date? I see your message. I see what
you're talking about in the chat, Siggy. Give
me a second. I'll get to it. When was that? It
was July. All right, let's take a look. When
precisely was it? July something. Oh. Samsor
has a very interesting response. Samsor says,
interesting. Kind of joking, maybe not though.
Don't know. But it was July something. We can
always download the record. Oh, okay. Hit pretty
print, and then let's take a look at what the
date was. July 11th. All right, so about July
11th. Let's just stick with that. So 11, July
24. Why that two -year gap? And just a random
question, really, in the end. And then reference
section 14. And pip 1. And then we can link pip
1. And then that will be done so. Cool. Question
number 5. So we're already on question number
5. But I have a feeling we're pretty close to
being done here. Yeah, there it is. Oh, I can't
see what I'm saying. There's a signatory page
right there. And name, address, and description
of the subscriber. And again, the subscriber
is the very first member of the corporation.
All right, and there's the Walkers Global Limited.
That's Walkers. Signed by people. There's a secretary
right there. And there's Walkers Limited. And
there's the representative of them. And that
is the end of the first document, Star Atlas
Foundation Memorandum of Association. That created
the company back in 2022. Let's take a look at
what Siggy said. Siggy said... Lancer, here's
the answer to your earlier question on DAO income
flowing to the DAO treasury. Game activity income
equals crafting fees, disbanding fees, etc. Marketplace
fees income are small fees charged on each trade
on each marketplace. And the fee starts at 6%.
4 % goes to automata, 2 % to the DAO. Fees can
be reduced by locking Atlas in the Atlas locker.
Right, right, right. That's what I was talking
about earlier, that ecosystem thing where Star
Atlas is already self -sufficient because of
the trading activity and all of the marketplace
activity going on in the Star Atlas. All right,
so let's take a look here. I'm going to show
you what I mean. It is so cool. I knew right
away when I saw this that I had stumbled upon
something I should have seen this coming a long
time ago. Where's the marketplace? Marketplace,
marketplace. Oh, come on. I know you're in here.
Maybe play now. There we go. So here is the Star
Atlas website. Got stuff on the right, but what
we're looking for here is marketplace, the little
icon. So they have all sorts of stuff. Crews,
ships, people, ship parts. Like here's... Let's
take a look at a big old ship. Take a look at
a capital. Alright, here we go. Look at this
thing. This thing's selling for... This is a
bomber. An ECOS bomber. Take a look at this thing.
See this bomber? Look how cool that looks. This
is a ship that you can get in the game. They're
still working on the first -person shooter part
of it, but this is what it's going to look like.
It's a bomb ship, and right now it's selling
for $66 ,000. You can buy it for also $32 ,000.
Let's take a look at the commander ships, because
the commander ships also tell you. So here is
the Pierce C -11, and this is kind of like an
aircraft carrier. All right, this Pierce C -11
is one of the top ships. You're getting way,
way up there. This thing is selling for 27 ,000
USDC right now. So when people buy, sell stuff
and resources, medkits and all sorts of things,
consumables, every time they buy, sell on the
blockchain, Solana, it's what Siggy was just
saying, how a percentage goes to... automata
and a percentage goes to the dow and that is
that is the marketplace activity part of that
treasury that we saw earlier in govern where's
govern govern star atlas .com all right watch
that here and then treasury and boom 1 .7 million
and then we saw how part of it's coming from
marketplace fees But then also part of it is
coming from game activity. And so every time
you do stuff in the game on their website version,
they have a website version by the way, it triggers
a transaction. It's like when you move a fleet.
So a lot of the game is on -chain. It's very
fascinating how that works. And because it's
on -chain and their smart contracts push out
percentages to the DAO and everywhere else, that
is... Like they already have a fully functioning
economy right there. That is cool. That is super
cool. All right. So we didn't really have a ton
of questions. That's probably because we're in
part five now of our miniseries. So we only had
five questions. That's pretty cool. For reference,
Sandbox, I got out of there with like, I think
it was 60 questions, maybe. A lot of questions.
A lot of questions. So far, I'm at five. It's
a good number. It's a really good number. Now,
let's go ahead and move on to... Wait, ZamSource
said... This will be a good time to click on
the ecosystem dashboard and get live economic
stacks. Go to the governance site, click more
at the top, and click ecosystem dashboard. Okay,
let's try that. Let's check that out. More? Ecosystem
dashboard? That's a very unassuming hidden button
right there. What does this do? What is this?
Are these pivot tables? Oh, failed load to get
data. Maybe I just need to refresh. Come on.
Come on. Okay, failed load to get data. I assume,
though, oh, look at these filters. These are
pivot tables. Here's the emission data. Now,
that one I did know. I found the link to that
and polis emissions. They all taper off in August
of 2030. So you have five years left. Local market
prices. I'm sure there's... Oh, there we go.
Look at that. Oni, Ooster, and Mud are their
three factions within the game. So this is saying
stuff. Contracts. Contracts and things. That
you can produce resources. So like you can mine.
You can get mining things. And then buy and sell
mine. Or. Raw material. And then you can craft
that. Or into useful things. Warping. So I guess
this means. When ships go places. Place to place.
So Zamsur is saying. Holy smokes. Look at that.
That is beautiful. Whatever this is, this is
beautiful. Oh, coordinates. This is a map. This
is a map. So this is the, I guess this is the
map in the game, and people are, this is where
the different three factions all go on this map.
Like, all those ships you saw earlier, people
are driving, flying those ships on the browser.
The UE5 version, which is the first -person Elite
Dangerous version. They're still working on that.
But these are people moving their ships from
different star bases. Holy smokes, this is cool.
And you've got consumables like fuel, ammo, toolkits,
and stuff like that you gotta burn to fly your
ship. And they have secondary prices. Oh. Okay.
Man, you can get lost in this. This is cool.
Alright, anyways, that was a great detour. Thank
you, Zamzor. Zamzor said, we've had days when
Star Atlas has more transactions than the entire
ETH chain. That's pretty cool. That's pretty
cool. Alright, let's get back to... Our second
one. So if we have five questions for Memo Association,
that's great. Let's go to the Articles of Association.
Not the Constitution. Oh yeah, I'm sorry. The
Constitution per Grand Cayman Island Law means
Articles of Association plus the Memo Association.
So we just read half of the Constitution. We're
going to read the second half, which is... The
Articles of Association. Okay, still have the
same stamp. And then on top left, they paid their
dues. This is also when we read through the Cayman
Islands laws. They had the fee structure there,
so we knew why we were paying $50. I mean, we
even knew that. That, to me, is cool. That's
closing the loop. Why is that stamp there? Why
does it say Grand Cayman Islands? Why is it a
stamp duty? You know, what does all this mean?
It all has meaning. And that's what we discovered
earlier when we were going through all of that
with our Sandow 56, when we were reading through
all of the laws and all of these words started
having a lot more meaning to them. Cool stuff.
It's so cool. All right. The Companies Act, as
amended. Foundation Companies Act, 2017. Articles
of Association of Star Atlas Foundation, a foundation
company limited by guarantee without share capital.
Don't need to go over that again. We went over
that for memo. Okay, walkers again. And I actually
don't know what this is. That might mean something,
but I've never really seen what exactly, I've
never seen that before. There's the authorization
code down there. We'll end with the entity search
and you'll see what to do with that. All right,
so the table of contents. Wow, okay, I've never
seen a table of contents for the Articles Association
before. Interpretation, preliminary, members,
directors, supervisors, beneficiaries, secretary,
general meetings, proxies, directors, meetings,
accounts, financial year -end, auditors winding
up, indemnity, bylaws, alteration of articles.
We're already halfway done reading this. You
can tell on the right where the little icon is.
This is cool. We're going to do this in... Record
time compared to everybody else. Okay. Articles
of association of Star Atlas Foundation. Interpretation.
That's an interesting word. What does that word
mean? Oh, preliminary? Oh, interpretation just
means definitions. Okay. In these articles, unless
the context requires otherwise, acts means the
Foundation Companies Act, the Companies Act applicable
to Foundation Companies. and every statutory
modification or reenactment of them. Atlas token
holders means persons or entities who own and
control the Solana -based utility tokens of Star
Atlas Metaverse represented by the following
smart contract address. That's cool. I don't
think I've ever seen a foundation document list
a smart contract before. That's the first time
I've seen that. That's rocking. Rocking and rolling.
Companies Act means the Companies Act as amended
of the Grand Cayman Islands. Foundations Companies
Act means the Foundation Companies Act as amended
of the Grand Cayman Islands. And one more time,
if you want to see me, you want to see a read
-through of that, of both of those two together,
go look at episode 56. Send out 56. We read through
this regulation stack and what it means to a
foundation company. So earlier when we talked
about here, so 56, reading the Grand Cayman Island
Law, and we discussed, we researched the Grand
Cayman Island Law, we applied it, we looked at
some terminology comparisons, we did a TLDR,
and we looked at the remaining questions. I highly,
highly recommend it. If you want to know about
foundation companies, go listen to that one first.
And then go listen to episode 59, where practicing
lawyers from Grand Cayman Islands will discuss
Foundation Company. Both of those two together
will get you very familiar with all this. I mean,
you'll be right. You'll know as much as I do
at that point. The rest of them are really good,
especially if you're a United States person,
episode 57. And if you are a Sandbox person,
episode 60. If you are a Star Atlas person, this
is the one for you, episode 62. All right. Let's
go back to our definitions, also called the interpretation,
section one. Ordinary resolution means a resolution
passed at a general meeting of the foundation
company by a simple majority of votes cast or
by a written resolution in writing under Article
54. Is that an article here? What is Article
54? Oh, okay. Alright, we'll get to that. Polis
tokens means the Solana -based governance token
of the Star Atlas Metaverse represented by the
following smart contract address. And there is
the... You can tell that this is block justified
by the spaces right there. See how it all looks
very block lined out? That means it was block
justified. Count on the lawyers to block justify.
Next, special resolution. Means a resolution
passed at a general meeting of the foundation
company. By not less than a two -thirds majority
of votes cast or by resolution writing under
article 5454, there are 5 ,000 articles? I think
maybe they just mean 54. Yeah. Okay. There are
not 5 ,000 articles in this. That's good. Alright.
Token holders means person or entities who own
and control Polis tokens from time to time as
evidenced by the Solana blockchain that have
been locked or staked in a manner that accords
such persons or entities voting rights in the
Star Atlas metaverse in accordance with the bylaws,
if any, or such procedures as designated by directors.
Written and in writing includes all modes of
representing or reproducing words in visible
form. Section 2. Except as provided above, words
and expressions defined or used in the acts have
the same meaning in these articles. Cool. Now
we move on to preliminary. Section 3. The business
of the foundation company may be commenced immediately
upon registration pursuant to the acts. Section
4. The foundation company may ratify any contract
or other transaction entered into its name or
on its behalf prior to registration. Section
5. The preliminary expenses of incorporating
the foundation company shall be paid. Foundation
company, including any expenses concerning any
contract or transaction ratified under Article
4. Okay. Yeah, so, so far, it's just, it's saying
normal stuff. You can pay for things. You can
start doing things. All that. Next up, members.
There we go. The subscribers. to the memorandum
of association are the first members of the foundation
company. Okay. Yeah. So we, I think I said that
earlier, the subscriber, which was the person
who signed by the way. So it would bend. It would
have been, I'm pretty sure it's this person,
a signatory of Walker's global. I think they're
the, they're the subscriber. Yeah, there it is.
Name and address. a description of subscriber.
So that right there is your first member. That
person has dictator power immediately upon signing
this and it getting stamped. But as we learned
with our Walkers Global people, our friends over
Mel and Carolyn, that that's the director -led
portion. And then you move over to the token
holder -led portion where the subscriber will
give up their power and then start the DAO by
giving power to, Different people. That was.
That was. This slide right here. And this from
episode 59. Where we talked about the director
led. So there went immediately upon. It all getting.
They're not the director yet. So they choose
a director. But the director -led is before the
token holder -led, and the token holder -led
is when you have councils and different members
and the separation of powers. But in the beginning,
right when you sign this thing, the first person
to be a member is that subscriber. Okay? Section
7. Subject to these articles, the directors may
direct... Subject to these articles, the directors
may, by director's resolution, admit as a member
any person who has applied for membership in
writing, and the terms of admission may restrict,
enlarge, or exclude any or all of the voting
and other rights or powers of members under these
articles or provide for termination of membership
at a specified time or in specified circumstances.
Section 8. The directors, by director's resolution,
may restrict or prohibit the subsequent admission
of members. If the restriction or prohibition
is expressed to be irrevocable, it may not be
altered or revoked directly or through an alteration
of these articles. Sandbox style, we had a lot
to talk about on irrevocable there. They use
that term a lot, and there are some questions
as to just how irrevocable things were when you
give unlimited god powers to a person or position.
I don't have that question yet, but I'm already
thinking. Later on in these articles, are they
going to talk about that? If they do, then I'll
have that question. And I'll have to reference
section 8. So we'll see. We'll put it right here.
Reference section 8, just in case it comes up
again. That was the irrevocable part. Okay. The
director's... Oh, let's take a look at director's
resolution. What was that? Special resolution.
Ordinary resolution means a resolution passed
at a general meeting of the foundation company
by a simple majority of votes cast or by a written
resolution under the articles. It doesn't say
what a director's resolution is here. So let's
ask that. What is a director's... Where is a
director's resolution defined? And we're going
to say section 7. So we're referencing section
7. That's page 8, section 7. Okay. Where do we
leave off? We just went over section 8, so now
we're in section 9. A person's membership of
the foundation company terminates. Section 9A.
If the person dies or being a corporation is
resolved, section 9b. If the person resigns as
a member by notice to the foundation company,
resignation shall be effective immediately unless
the notice states otherwise, or section 9c, as
provided in the person's terms of admission as
a member. Okay? Section 10. It is not a condition
of this article that the foundation company continues
to have one or more members. Okay? Did we ask
that question? Yeah, we asked about the CSTED
members. Okay. Why is that important? That's
what I want to know. Why is that important? C
question number. So we're going to link this
to random association question. So question four.
And we're going to keep numbering. We're going
to carry over the numbering. So we're at question
six now for article of association. And the question
we're going to ask right now for the continue
to have more members in the articles is going
to be question 7. We're going to reference C
question 4, Memorandum of Association, and we're
referencing page 9, or excuse me, page 8. Of
the PDF. And section 11. And because I don't
want to go back to this, let's just write down
what we need to. Highlight our keywords. And
then we're good. All right. Section 11. The rights
and powers of members are not assignable and,
except as permitted by these articles or required
by law, The rights or members of a member may
not be exercised by any other person on behalf
of the member. Alright, what is this saying?
The rights and powers of members are not assignable,
meaning the members can't give their rights to
someone else, except as permitted by these articles
or required by law. Alright, I haven't read anything
yet that says they can. The rights or powers
of a member may not be exercised by any other
person on behalf of the member. Okay, so they're
just kind of repeating the first clause there.
All right, no questions there. Section 12, the
rights and powers of members are free of any
duty. Do they mean fiduciary duty? Let's find
out. Does free of any duty mean fiduciary duty?
That is reference page 9, section 12, or page
8. Excuse me. Page 8. Okay. Cool. We're already
at directors now. So, directors. Section 13.
The foundation company shall at all times have
at least one director. That's required by company
law. Section 14. The first directors may be appointed
by the subscribers to the memorandum. This is
what I meant earlier when I showed you that slide
of the director -led to the token -led. We're
talking about... This slide here. All right,
so when you incorporate the foundation, you at
that moment only have one member, the subscriber.
I guess technically you have two, the secretary.
So the subscriber and the secretary. The subscriber
will then appoint a director. At that point,
you have three members. The director then starts
appointing people, although Mel and Carolyn...
said that, at least I heard them to say, that
the director will then appoint all the different
members or not, depending on what the actual
laws are of the foundation company. If I say
laws, I mean memorandum of association, article
of association, both of which are known as constitution.
But this here is saying this. Section 14 is saying
it may be appointed by the subscribers. So they're
giving the subscriber power to appoint that first
director. Second 15. The directors, by notice
to the foundation company, have the power to
appoint or remove directors. Okay, so they are
giving themselves the power to appoint themselves
or remove themselves. Section 16. A person ceases
to be a director if removed under the foregoing
provisions or Section 16a. If the person dies
or becomes bankrupt or being a corporation and
turns into winding up or is dissolved. Section
16b. If the person resigns as the director by
notice of the foundation company, the resignation
shall be effective immediately unless the notice
states otherwise. Section 17. Subject to these
articles and the bylaws, if any, the business
and affairs of the foundation company shall be
managed by or under the control of the directors.
who may exercise all the powers of the foundation
company other than those that are required by
these articles or the bylaws to be exercised
by the general meetings or others. This is basically
saying the director is the catch -all. If there
isn't anything that the bylaws says has to be
exercised by a specific person, like a member
or supervisor, if there isn't anything in a general
meeting that says an activity has to be... exercised
by a specific person, like a member or supervisor.
Then by default, the director may exercise all
those powers not named for other people. Like
for the secretary, the secretary has to yearly
send an assertion to the government that the
articles are up to date and haven't been changed.
That is something that the... Director does not
have the authority to do. So that's an authority
that is exercised outside of the director. All
right, section 18. The director is made from
time to time and at any point by power of attorney,
whether under seal or hand, or otherwise appoint
any company, firm, or person, or body of persons,
whether nominated directly or indirected by the
directors, to be the attorney or attorneys or
author of signatory. any such person being an
attorney or authorized signatory, respectively,
of the company, for such purposes and with such
powers, authorities and discretion, not exceeding
those vested in or exercisable by the directors
under these articles, and for such period and
subject to such conditions as they may think
fit, and any such power of attorney or other
appointment may contain such provisions for the
protection and convenience of persons dealing.
any such attorney or authorized signatory as
the directors may think fit and may also authorize
any such attorney or authorized signatory to
delegate all or any of the powers authorities
and discretion vested in them wow wow all right
hey ciggy thanks so you said i appreciate your
attention to detail yeah i appreciate your understanding
and knowledge of the the treasury and the the
schedule timeline of events that you posted in
chat and also talking about the percentages that
go to Automata and the DAO. Thank you for that.
Thank you for talking about that in chat. I want
to break that down because this is huge, very,
very big thing, but it's decipherable. We can
start putting a weed whacker to it. show you
what I think it's trying to say. Let's take all
this out. We're going to use this as an example.
Example of interpretation. We're going to paste
this. Holy smokes. That's not what I wanted.
Almost there. I'm going to start highlighting.
Y 'all can't see what I'm doing. All right, let
me show you how to interpret this. And this is
just my, like I said, not financial or legal
advice. I'm not a lawyer. All right, I just do
contract writing. So I deal a lot with legal
terms and stuff. So this is my interpretation
as a business person. That's my background is
business. When I put on my contracting hat, when
I put on my contract manager hat, this is how
I would interpret this from a business standpoint.
All right, so the directors. You know what I
want to do? I want to make this bigger. Let's
make it like this. There we go. We're going to
make this much bigger so that we can figure this
out, okay? The directors. Key term, it's a person.
All right? Now, it says... May from time to time.
Which just means, you know, if they want to.
I'm going to I'm going to swag this one. Because.
It's it's kind of it. Sure. Great. But we don't
really need it to interpret. Maybe I'll maybe
we should do it like. There we go. So. Example
interpretation. This is Section 18 of the Articles
of Association. And all of you can follow along
right now with me if you really wanted to. It's
just page 9 of that PDF. So page 9, PDF. Trying
to make it to where we can side -by -side this
really easy. Alright, that's good enough for
now. Yeah, there we go. So the directors made
from time to time. So we're going to copy this
first part. Still good. The directors made from
time to time. Here's what I'm going to do instead.
I'm going to track it live so you can see the
before and after. From left to right. So left
is before. This is so difficult, but okay. Cool.
The directors may from time to time at any time
by power of attorney. All right. So that's a
key phrase. So we're going to mark that blue.
So positions and titles will be in green. Okay.
And blue is going to be a key phrase, whether
under seal or underhand. And that just means
you got to like stamp it or whatever, or otherwise
a point. All right. So a point is an action verb.
Anytime you have an action verb, you want to
pay attention. So action verbs are what you do.
You jump, you throw, you appoint, you designate.
Those are some key phrases. We're going to make
that red. Okay, so key phrases are going to be
in blue. People are going to be in highlighted
green and key action verbs are going to be red.
All right, so you may appoint any firm, company,
persons, or bodies of persons. That could be
good enough. Whether nominated directly or indirectly.
That just means whether formally in a meeting
or I guess on a napkin. I guess you could nominate
indirectly on a napkin. Not a key phrase. Probably
going to end up removing it. Well, I can just
strike through. That's right. I could just strike
through. Forgot about that. Cool. All right.
We're going to strike through in real time. So
made from time to time at any time. We don't
need that. So we're going to need the word may.
All right, so may. May, by power of attorney,
and under whether seal of hand or whatever, don't
need that. May, by power of attorney, appoint
any company, firm, or person or body of persons
to be the attorney or attorney's or authorized
signature. Now, this is where it gets kind of
a little janky. But these are some pretty important
ones right here. All right, so the attorney,
probably not that important. Okay, I'll take
that back. Not what we're looking for here. Authorized
signature is what we're looking for here. That
authorized signature, remember, if we go back
to our memorandum, that authorized signature,
where is it? Where is it? Here. authorized signature
of walkers global the authorized signature in
this case brought the whole foundation company
into an existence into existence so that's a
pretty important role to have to be an authorized
signature okay there are many different types
of authorized signatures right so victoria ashby
could also be an authorized signatory but we
see here in our slide that they're not just referencing
any authorized signatory They're authorized,
the attorneys and authorized signatories that
are defined. All right, so let's go back to our
Section 1 and look at what was defined. Okay?
Right? We did define that, right? I'm pretty
sure that's why they put that in here. Hold the
phone. I don't see it in our A's. Oh, dear, it's
only here. Okay. Well... Maybe then I'm striking
that from the list, because if it's not needed,
if it's not defined, then we're not going to
really worry about it. Any such person being
an attorney or authorized signatory, respectively,
I don't really know. The word respectively makes
it seem like they defined it somewhere, but they
didn't. So what's that about? I don't know. Let's
look up attorney. That has eight hits. Proxies.
No, it's all in here. Okay, so if it's all contained
in here, that means that I can pretty much do
whatever. I'm going to strike it. That doesn't
seem to matter much. To be an attorney or author
or attorney to attorney or attorneys. Oh, they're
just really covering their tracks. They're just
really covering their bases on that. Of the company,
right? So company. Okay. Oh, I'm sorry. This
is a key phrase. Authorized signature is a key
phrase. So we're going to mark that blue. We're
going to mark you green. To be the attorney.
Authorized signature is both. Oh, there we go.
Authorized signatory as a person. Authorized
signatory as both a person and a key phrase because
it seems like they're both. All right, so that's
pretty cool. Of the company for such purposes
and with such powers, authorities and discretion,
not exceeding those vested in or exercisable
by the director under these articles. That's
kind of confusing, but it's basically saying
you can't do more than what the articles say.
So, okay, cool, I'm going to strike that. Of
the company for such purposes and with such powers,
authorities, and discretion. And for such a peer,
okay, here, such powers, authority, and discretion
is a key phrase. Such purposes and such powers,
authority, is really just going to say, look
at the articles here and read what the director
can do. That's really what it's going to end
up saying here. And for such a period and subject
to such conditions as they may think fit, okay,
we can strike that. And any such power of attorney
or other appointment may contain such provisions
for the protection and convenience of the persons
dealing with such attorney as they may think
fit. Again, not important for what we're after
here. And may also... May also authorize any
such attorney or authorized signatory to delegate.
All right, so this is why it was getting confusing.
To delegate. So may also authorize to delegate.
That's a key power as well. So here's the key
person doing the thing. All or any. Of the powers.
Eh. We can get rid of that. Even though that
is kind of fascinating. I'm going to underline
it. It's kind of like a sub. If I were paying
attention to this in a different light. Like
what is the limitation of this power. That would
be an important part. But not in understanding
this. Authorities and discretions. Vested in
them. Vested in them is. It's going to be. I
guess we can mark the whole thing blue. Okay,
here we go. I just swacked like most of it. And
it's not because the rest of it's not important,
but because when you're trying to understand
this thing, all of the parentheses just kind
of like gives you parameters. But the parameter
isn't important enough for you to decide, for
you to understand what's really happening here.
Okay, so we're gonna start swacking now. So everything
that is... Struck through, we're going to delete.
And we'll see what it looks like. Oh. And it
should still make sense after we're done here.
Oh, look at that. Look how big it got now. Cool.
Now, let's reread this. The directors may, by
power of attorney, appoint any company firm or
body of persons or person to be the attorney
or authorized signatory of the company for such
purposes and with such powers, authorities, and
discretion, and may also authorize any such attorney
or authorized signatory to delegate. My bad,
that is a red word, meaning... It is a action
verb. To delegate authorities and discretion
vested in them. All right, do you see the flow
already? We might be able to cut down here in
the middle. Such purposes and with such powers,
authorities and discretion. I feel like there
could have been a period here. Okay, all right,
I get it now. We're going to mark this one red.
And I'm breaking my rule a little bit, but I
think it's for a good cause. So here you'd have
directors made from time to time appoint a power
of attorney, or I'm sorry, by power of attorney,
appoint someone to be an authorized signatory
and give them powers and discretion. And that
power is limited by whatever the director may
see fit. and also may authorize that person to
delegate that power that they gave them to someone
else. Okay, so here's how it reads. The directors
may, by power of attorney, appoint any person
or body of people or company to be the attorney
or authorized signatory of the company. And they
may also do so for such purposes and powers as
the director sees fit and may also authorize
that same attorney or authorized signatory to
delegate that same power delegated to them to
other people okay so let's break this down just
a little bit more instead of or we're going to
put a slash and then i think that will be You
know, instead of making this red authorized signatory,
I'm going to make it, I'm going to underline
it. Because that's going to be where it becomes
clear what the power is. For such purposes and
within such powers. Discretions. I'm going to
strike this. Because they really just use it
to talk about the limitation. That's red, isn't
it? Yes, it is. There we go. Okay. I think we've
arrived now. The directors, made by power of
attorney, appoint any company, firm, body, person,
sorry, appoint any company, firm, person, body
of persons to be the attorney or authorized signatory
of the company. and may also authorize any such
attorney or authorized signatory to delegate
those authorities and discretion, authorities
vested in them. See how we just cut that down?
So this director, and highlighted green, may
by power of attorney, which is a key phrase,
appoint, so they may do that, appointing any,
basically anybody, to be the attorney or authorized
signatory. Now, the only place authorized signatory
pops up is PDF. You got to take it by itself.
Pops open as the person who was the first subscriber
and brought the company into existence. So the
directors may reappoint a subscriber. As an authorized
signatory to do things. And in this case, the
authorized signatory was a very, very important
person to the Star Atlas Foundation. Okay? And
may do that of the foundation company and may
also authorize that same person to delegate,
to be able to delegate it to other people. persons,
body persons, company firms. All right, so that's
how you break that down from this big, huge,
indecipherable wall of text into bam. You start
deleting things that are parentheses. You start
highlighting people. You start finding key phrases
like power of attorney. And then you start, you
mark up all of the verbs, point, authorize, delegate.
Because the people plus the nouns plus the verbs
equals the authority, the actions. Right? That's
what you're after to try and decipher this stuff.
That was cool. That was a cool deviation. I don't
mind that one. That's going to be over three
hours at this point, I think. Yeah. I think we're
not going to make it before three hours. But
that was fun. So that was section 18. All right,
so let's go back where we left off. All right,
so we just read through that whole thing. Section
18 here. So we're going to keep going now. Section
19. The directors may from time to time provide
for the management of the affairs of the foundation
company in such manner as they think fit. And
the provisions contained in the three next following
articles shall not limit the general powers conferred
by this article. Okay. Let's go back to our interpretation
slide. I want to point something out. They say
this again in section 19. May from time to time
and at any time. That just means whenever they
want. Whether under seal or under hand. Seal
means stamp. Hand means what signature? I guess
electronic signature now. Whether nominated directly
or indirectly. Indirectly by the directors. I
guess that means the director can, by proxy,
say, like, hey, secretary, I authorize you to
go nominate someone. So that would be indirectly
nominating through someone else. Okay. Any such
person be an attorney or authorized signatory.
That makes me think that this is defined somewhere.
Let's maybe take a look at... That's Sandow 56,
which was our reading of the law. I'm doing a
search there. I don't see anything about authorization.
So I don't think that's the thing. And the company's,
the foundation company's law, the foundation
company's act or the company's act, either one.
Okay. Anyways, but this, this print in parentheses,
excuse me, in quotations here. Makes it seem
like it's defined somewhere, but it wasn't. So
I don't know. And then here, this big one that
I deleted. Not exceeding those vested in or exercisable
by the directors under these articles. Okay?
So that was what we're going over right now here
in section under the directors chapter, sections
13 through now we're at 19. All right, so those
are, that's the vested authority. Okay? And then,
and for such period and subject to the conditions
as they may think fit. So however long they want
and under whatever parameters they want. Like
you may do all of my powers except for this power.
And any such power of attorney or other appointment
may contain such provisions for the protection
and convenience of the person's dealing with.
The person's dealing with is the director, by
the way. So, I mean, that's just saying, that's
just giving the... Director the power to appoint
and authorize and delegate whenever they want,
however they want, and whatever limitations they
want. That's all I deleted. That's the extra
stuff. Okay. All right, let's get back to section
20 now. The directors from time to time at any
time may establish any committees, local boards,
or agencies for managing. Any of the affairs
of the company and may appoint any person to
be a member of any such committees or local boards
and may appoint any managers or agents of the
foundation company and may fix the remuneration
of any such person. Any committee so formed shall
exercise, shall in the exercise of the power
so delegated pursuant to Article 21 conform to
any regulations that may be imposed on it by
the directors. This is fascinating. This is the
first time. Oops, you can't see what I'm doing.
This is the first time I'm seeing something like
this. I think what I just read here in section
20 is what the Star Atlas Council is under. I
don't know. So let's find out. All right, so
now we're in question nine. Is this section talking
how Star Atlas Council... Is this section what...
The Star Atlas Council is formed under a local
board. All right, so that's become its own new
key phrase. I've never seen that language before.
Is a local board the Star Atlas Council? That's
kind of cool. That gives them powers that the
Sandbox Foundation does not give. It's special
counsel. All right, and then it says, look at
Article 21 to see how these powers should be
executed. Okay, and let's look at 21. The directors
from time to time and at any time may delegate
to any such committee, local board manager, or
agent any of the powers, authorities, or discretions
for the time being vested in the directors. Whoa.
And may authorize the members from time to time
being of any such committee, local board manager,
or agent. to fill any vacancies therein, and
to act notwithstanding vacancies, and any such
appointment or delegation may be made on such
terms and subject to such conditions as the directors
may think fit, and the directors may at any time
remove any person so appointed, and may annul,
which means cancel, or vary any such delegation,
but no person dealing in good faith and without
notice of any such annulment or variation shall
be affected thereby. Okay, this is a, whoa. This
is a good one. This is a powerful, powerful section.
Page are we on? Page nine. Holy smokes. Okay.
Let's slow down on this one. This should have
been the one I interpreted the interpretation
of. In fact, let's do that one in real time.
All right, let's do that. Section 22. Or 21,
excuse me. We're on page 9 of the Articles of
Association. All right, we're going to do this
for section 21 because this seems super duper
important. Okay. We're going to do the same thing
we just did. The directors. That is a person.
So we're going to highlight them. From time to
time and any time. In consequence to what we're
after. So we're going to delete that. They delegate.
That is an action verb. So it gets to be read.
To any such committee, local board manager, or
agent. Those are people now. So that's going
to be highlighted green. Oh, and we need to update
the question to. Not just that, but also... Is
it a local board or committee? That's what we
wanted. It could be either one. Is the SAR Atlas
Council one of those? Because if so, they're
being formed under Section 21 of the Articles
of Association. That's the first time I've seen
something like that. Any of the powers, authorities,
and discretions? May delegate to any such committee,
local board, manager, any of the powers, authorities,
and discretions. That seems like a key phrase,
so we're going to mark that blue. Because that's
what you do. Green is who. Red is how. And blue
is what. The director delegated to the committee
all of these powers. Okay? For the time being.
Vested in the directors. Okay, that just means
while the director is a director, you can vest.
The director can authorize their own power. So
we're going to delete that. And may authorize.
Oh, wait, you know what? This is how it would
make sense if I just delete this part only and
said left in the directors. So vest any of the
powers, authorities, and discretions in the directors.
There. That makes sense. This is kind of like
a key phrase, actually. So we're going to mark
this blue. Okay. And may authorize the members
for the time being any of such many to fill.
Okay. And may authorize. And all this is just
a repeat. So we're going to schwack it. Authorize
is an action verb. It gets to be read. To fill
any vacancies. That is a key phrase. It gets
to be blue. Therein, and to act, notwithstanding
vacancies. And to act. Vacancies? I don't know
what that means. To fill any vacancies and to
act vacancies. Notwithstanding, oh, wait a minute.
We're not done yet. And to act. That needs to
be a comma. notwithstanding vacancies and any
such appointment or delegation. And to act. I
think the comma goes there. I think that's what.
On such terms and subject to such conditions.
As the directors may think fit. There we go.
All right, this is starting to come together.
All right, so here. And to act. We can delete
this part. And to act on such terms and subject
to such conditions as the director may think
fit. I'm going to keep this as a key phrase.
And we're going to highlight the person involved.
It's making more sense now. And the directors
may at any time remove an annul or vary. Okay,
so they can change it whenever they want. which
is fine, we'll delete that. But no person dealing
in good faith and without notice of any such
annulment or variation shall be affected thereby.
But no person dealing in good faith and without
notice. Oh, this is saying that if they're not
given proper notice of that annulment, then they're
not affected. So if the director just decides,
hey, I'm going to fire you, but doesn't tell
them. and that person is still acting in good
faith in the authority, that annulment did not
happen. That firing did not happen unless they're
properly notified. Okay, that's good. Not important
for what we're after here. I mean, it kind of
is. I mean, it's there, so why not? It's kind
of like an aside. There. Dealing in good faith
is a key phrase. Shall be affected. Key phrase.
There we go. Okay. So let's bring that one over
to our right -hand side. Shrack away the stuff.
Look at this. Look at this. Cool. That is cool.
The directors may delegate to any such committee,
local board, manager, or agent. All right, let's
do our little... Like that. There we go. The
directors may delegate to any such committee,
local board, manager, agent, any of the powers,
authorities, and discretions in the directors
and may authorize to fill any vacancies therein
and to act on such terms and subject to such
conditions as the directors may think fit. No
person dealing in good faith shall be affected.
Cool. Cool. Well, that makes sense. So the director
can delegate to anybody, and they may authorize
that same person to fill vacancies. So they can
have that director hire members, officers, or
whatever. That's pretty cool. All right. Section
22. The directors may from time to time appoint
any person, whether or not a director, to hold
such office in the company as the directors may
think necessary for the administration of the
company, including but not limited to the office
of the president. one or more vice presidents,
treasurers, assistant treasurer, manager, or
controller for such term and at such remuneration,
remuneration means salary or compensation, whether
by way of salary or commission or participation
in profits or partly in one way and partly in
another, okay? Which means could we go either
way or both? And with such powers and duties
as the directors may think fit, any person so
appointed by directors may be removed by the
directors. The directors may appoint one or more
of their member to the office of managing director
upon like terms, but any such appointment shall
ipso facto, which means if then therefore, kind
of like terminate if any managing director ceases
from any cause to be a director, or if the directors
resolve that their tenure of office shall be
terminated. This kind of has like a Lord of the
Rings, one ring to rule them all vibe. The director
who appoints other directors may revoke and remove
those directors. So it doesn't seem like those
directors that have been appointed can remove
the original director. So it's kind of like the
Ring of Sauron sort of thing. Section 23. Any
such delegates, as aforesaid, may be authorized
by the directors to subdelegate all or any of
the powers, authorities, and discretion for the
time being vested in them. Sub delegate is a
interesting word. It only appears once. Let's
take out this attack there. Dash. Nope. Just
there. Sub delegate. Sub delegate. You know what
I want to know? This is just a gee whiz question.
Why does sub delegate. Delete. Delegate only
appear once. Aren't we sub. Delegating in section
23 and all other may at any time appoint statements.
That's just a gee whiz. It's not super important.
It's just interesting to me how they choose some
statements here, some words there, and not words
that are everywhere else. I want to know about
that. This is page nine. Section 22. Okay. And
reference section... Not yet. All right. Section
24. The director shall observe these... Section
24. The director shall observe these articles
and the bylaws and shall at all times act in
the interest of the foundation company and its
objects. Okay. That sounds like a fiduciary statement.
Did we already have the fiduciary question? Yeah.
So then we're going to say MOA, uh, the articles
association reference section 25 or 24 page 10.
It would be more fun if this document replaced
director with Sauron and just made this known
in the definitions. See, that was good. That
was really good. I like that. Siggy, I like you.
Give me a second. I wasn't expecting you to say
that. Back to reading. Well done, Siggy. Well
done. Well done, lad. All right, where was I?
Section 25. The director shall give to the general
meeting or the persons who have the right to,
I think, attend. It's blocked by the top right
stamp, but the right to attend the general meeting.
Such reports, accounts, information, and explanations
concerning the business and affairs of the foundation
company and the discharge of the director's duties
and the exercise of their powers as may be required
by an ordinary resolution of the foundation company.
Ordinary resolution was, if I recall, just a
simple majority, right? Greater than 50 %? Resolution
passed by a simple majority, yeah. And then special
resolution means two -thirds. Section 26. The
duties of the directors are owed to the foundation
company only. Section 27. Directors remuneration,
which means salary compensation, shall be at
such rates and on such terms as may be agreed
by directors resolutions. Section 28. A director
who is in any way, whether directly or indirectly,
interested in a contract or proposed contract
with the foundation company shall declare the
nature of his interest at the meetings of the
directors. Awesome. A general notice given to
the directors by any director to the effect that
he is to be regarded as interested in any contract
or other arrangement which may thereafter be
made with that company or firm shall be deemed
a sufficient declaration of interest in regard
to any contract so made. A director may vote
in respect of any contract or proposed contract
or arrangement notwithstanding. that he may be
interested therein, and if he does so, his vote
shall be counted, and he may be counted in the
quorum at any meeting of the directors at which
any such contract or proposed contract or arrangement
shall come before the meeting for consideration.
Holy shite. That is awesome. That is one of the
deepest cutting conflict of interest statements.
Cool. I like that. This is a good disclosure.
So this is requiring the director. if they have
a conflict of interest or if they have a financial
interest, must and is required to make that known
at a general meeting. So disclosure. So when
I made disclosures earlier on this slide over
here, where I made a disclosure here that I was
running for election number two, that. That sentence
that we just read basically said the director
must disclose things. That's cool. I like that.
I like that a lot. Yeah. Let's look at this middle
part. A director may vote in respect of any contract
or proposed contract, notwithstanding that he
may be interested therein. And if he does, so
his vote should be counted. A general notice
given to directors. To the effect that he is
to be regarded as interested in any contract,
which may thereafter be made the company or firm
shall be deemed a sufficient declaration of interest.
Okay, so once they disclose, then they can continue
about their business. So even though there is
a conflict of interest there, they're still allowed
to do, vote, be the thing that they want to do.
Okay, 29. A director may hold any other office
or place of profit under the foundation company.
Other than the office of auditor. or on behalf
of the foundation company in which any director
is in any way interested, be liable or be avoided,
nor shall any director so contracting or being
so interested be liable to account to the foundation
company for any profit realized by any such contract
or arrangement by reason of such director holding
the office or of by fiduciary relation thereby
established. A director notwithstanding his interest
may be counted in the quorum present at any meeting
of the directors whereat. he or any other director
is appointed to hold any such office or place
of profit under the foundation company, or whereat
the terms of any such appointment are arranged,
and he may vote on any such appointment or arrangement.
Okay, I think this is kind of a... I think they're
right here in the second sentence. Or the second
part. A director may hold any other office under
a foundation company. conjunction with his office
okay so he can be both a director and a supervisor
sounds like and on such term as the director
may determine so they can determine themselves
okay and no director or intending director shall
be disqualified from his office from contracting
with the foundation company either with regard
to his tenure okay so even um even if there is
a conflict of interest they're saying that that's
okay here that's what i'm reading out of section
29 Conflict of interest may exist, they just
have to disclose it, and once they disclose it,
they're good. They can continue to have a conflict
of interest and still operate as the director.
And there's a lot of protections here, so they're
not liable for a whole bunch of stuff. Section
30. Any director may act by himself or in his
firm in a professional capacity for the foundation
company, and he is or his firm shall be entitled
to remuneration for professional services as
if he were not a director. provided that nothing
herein contained shall authorize a director or
his firm to act as an auditor to the foundation
company. An auditor is a person who is designated,
I think, by the courts, or can be designated
by a non -course, a foundation company, to inspect,
like an appointed auditor. So this is saying
that the director can be any other role they
want except for an auditor. Okay, good to go.
Next section is supervisors. Section 31. The
first supervisor is DS Limited. What is that?
Who is that? What or who is DS Limited? Okay,
that seems like a person. Page 10. We're at 11
now. Section 31. Yeah, I don't know. I never
heard of that. Sounds like a person, so we'll
highlight him green. Okay. The directors, section
32, the directors have the power exercisable
by director's resolution to appoint or remove
supervisors. Section 33, the director's resolution
appoint a supervisor may, section 33A, give the
supervisor rights to remuneration or indemnity
by the foundation company. Indemnity. Section
33B, provide for the termination of the supervisor's
appointment at a specified time. This unreadable
word there, and it ends with specified circumstances.
Section 34, a person ceases to be a supervisor.
When, section 34A, if the person dies or becomes
bankrupt or being a corporation, enters into
winding up or is dissolved. Section 34B, if the
person resigns as supervisor by notice to his
foundation company. Resignation shall be effective
immediately unless the notice states otherwise.
Section 34c. If the person becomes a director
or acquires any interest or duty that conflicts
with any duty of the person as a supervisor,
unless authorized by the directors or by a special
resolution of the foundation company. Section
34d. As provided in the person's term of appointment
as a supervisor. Or section 34e. If removed in
accordance with these articles. Looking at the
chat. Siggy, are you talking about indemnity?
Indemnity, in legal and insurance context, refers
to a contractual obligation where one party,
the indemnitor, promises to compensate another
party, the indemnity, for losses or damages often
arising from a specified event or activity, like
in the court of law. The word I could not read?
Let's go back. Oh. That. Is smart. Man, Siggy,
you are. Provided for the termination of the
supervisor's appointment at a specified time
or in specified circumstances. Okay. Provided
for the termination of the supervisor's appointment
at a specified time or in specified circumstances.
Look at you, Siggy. What a pro. You are a professional,
my man. Thank you. I didn't even think about
that. Okay. 34. C. A person ceases to be a supervisor
if the person becomes a director or acquires
any interest or duty that conflicts with any
duty of the person as a supervisor, unless authorized
by the directors or by a special resolution of
the special foundation company. Why is that the
only... Wait, what? Hold on. That doesn't make
any sense. So the director doesn't have a conflict
of interest, but a supervisor does. Why seems
to be a conflicting, not conflicting, what's
it called where one person's allowed to do something,
but the other person's not? Do as I see, not
as I do type thing. Do as I say, not as I do.
contradiction between the conflict of interest
rules of supervisor and director. All right.
So supervisor would be section 34 C. So if the
supervisor becomes a director, then They cease
to be a supervisor, but a director can be a supervisor.
So that would be section 29. So it's kind of
like a big double standard. Thank you, Yuma.
Double standard. There we go. Seems to be a double
standard here. And director, section 34C and
section 29. Supervisor can... Director can be
a supervisor. Be both director and supervisor.
There we go. So supervisor gets highlighted.
Director gets highlighted. Ugh. Here we go. Okay.
Cool. Hypocrisy, Siggy said. Yeah, that too.
But legal hypocrisy is okay as long as it gets
justified the right way. And that's why we call
it double standard. But yeah, hypocrisy would
be another word. There might be some good reasons
for that, though. So we'll see. Section 34. D.
A person ceases to be a supervisor as provided
in the person's terms of appointment as a supervisor.
Or 34E, if removed in accordance with these articles.
Section 35. For such a time as the foundation
company has no members, the foundation company
is required to have at least one supervisor.
That's required by law. If this requirement is
not met, the directors shall appoint one or more
supervisors on such terms as it think fits to
make up the shortfall. failing which the director
shall apply to the court under Section 19 .2
of the Foundation Companies Act. That was, like,
if they need help, then they would go to Section
19. Looks like I skipped 19. Oh, Foundation Company
Act. Not the Companies Act. And Section 19 is
the Grand Court's function. Yeah, so... that
just talks about how the court plays a role in
resolving disputes. So 19 .2, or section 19 .2
of Foundation Company Act talks about resolving
disputes. Okay, section 36. A supervisor, section
36A, has the right to receive notice of and attend
and vote at general meetings, and 36B shall observe
these articles and the bylaws. All right, the
first one is required. So there... They have
to be given notice of and attend. Section 37.
The directors in their soul and absolute discretion
may provide a supervisor with copies or access
to the reports, accounts, information, and explanations
concerning the foundation company's business
and affairs as they see fit. The supervisor otherwise
has no right to request, receive any such reports,
accounts, information, and or explanations. That
conflicts. I think that conflicts with what the
law says. All right. And we got to cite our source
on this one. So. Does section 37, does the supervisors
has no right to request statement conflict with
CA and FCL, which is Companies Act and Foundation
Companies Law. And we are referencing around
page 11. Section 37. Okay. So let's pull this
one apart. So CA is the company's act. Can't
remember. I'll have to find out here in a second
which one it is. All right. FCL is a company,
foundation company law. They're saying the supervisor
can be limited in what they can access. I don't
remember that being what the rule is. I remember
the rule being very different. that the supervisor
is a must have access they're the only ones that
cannot be shut out but let's take a look maybe
i read that wrong all right so what i'm going
to do is i'm going to show you all i still have
it yes there it is section so we're at 71 let's
look for look for supervisor Supervisor means
a person or a member under the foundation who
has an unconditional right to attend and vote
at general meetings, whether or not the person
has supervisory powers or duties. Yeah, so right
there, the definitions of the articles. Then
so we're going to reference FCL, page 5, and
we're in section 2. Supervisor. So the definition
of the supervisor is already talking about how
they have the unconditional right. So there are
no conditions. Let's keep going, because I think
it gets even more. The Constitution may grant
the right for a person to be a member or supervisor.
The foundation company may cease to have a member,
but must have at least one supervisor. So they
always have to have a supervisor. Okay, keep
going. And there we go. Alright, so we got what
we needed out of that. I think there's a contradiction
going on there, but I don't know. I'd have to
ask. Section 38. The powers granted to the supervisor
under these articles may only be exercised in
the interest of the foundation company as objects.
Section 39. Any duties of the supervisor are
owed to the foundation company only. Section
40. Without prejudice to their rights under the
foundation company's act, and notwithstanding
any other provisions of these articles, Supervisor
shall have no supervisory duties whatsoever in
respect of any aspect of the foundation company,
including the limitation to carrying on of its
objects or in respect of any actions or decisions
of any directors or officers of the foundation
company from time to time or any other agents,
representatives, nominees, proxies, delegates.
And any supervisor duties which may be implied
or attributed to the supervisor under the law
are hereby disapplied to the maximum extent permitted
by law. Wow. Is that even permitted by law? So
what we want to ask here is, to what extent does
hereby this applied to the maximum extent permitted
by law? To what extent is actually permitted?
By law. What? Duties are allowed to be disapplied.
There we go. That's what I want to know. Because
the whole purpose of a supervisor is to keep
everyone honest. I don't know what this is trying
to say. I feel like it's trying to say they're
not allowed to do anything. But the supervisor
has an unconditional right to attend meetings
and stuff. Lots of stuff. So I don't know what's
going on there. We want to cite the same stuff.
See what they say. I say they as if they're going
to answer. I'll submit the questions and see.
Beneficiaries, here we go. Section 41, the foundation
company shall have... Shall not have any person
designated as beneficiaries. Uh -oh. I want to
know why. Because beneficiaries are, can be a
pretty, to me, seem like a pretty important role.
Why was this chosen? Why does the A say no? There
we go. I just want to know why. Why is it chosen?
This is page 12 now. Getting close. Section 41.
Okay. An officiary definitely gets highlighted.
Okay. Secretary. Section 42. First secretary
is Walker's Corporate Limited. Section 43. The
directors have the power exercisable by director's
resolution to appoint or remove the secretary
or any assistant secretary, provided always that
there shall be at all times be a qualified person,
as defined under the Foundation Companies Act,
appointed as a secretary, and no secretary shall
cease to hold office till a qualified person
has been appointed in the secretary's place and
the registrar has been notified. That is exactly
what the law says. A secretary must be a qualified
person. Qualified means certified by a SEMA.
Section 44. The remuneration of the secretary
shall be at such rate and on such terms as agreed
in writing by the directors. Section 45. The
secretary shall at all times comply with the
requirements of regulatory laws of the Companies
Act and shall be entitled to receive from Foundation
Company and any interested person such information
as the secretary may reasonably require for such
compliance. Section 46. Section 16 of the Foundation
Companies Act shall be observed. Okay, what was
that again? Section 16 was the secretary. Foundation
company shall have a qualified person. Okay,
got it. General meetings. Section 47. The foundation
company shall hold a general meeting when required
to do so in accordance with Article 48. Section
48. The secretary shall convene a general meeting
of the foundation company when required to do
so by written requisition of 48a. Any person
who has the right to attend general meetings
or 48b. The directors. Section 49. The persons
who have the right to receive notice of and to
attend and have one vote each at general meetings
are 49a. Any members and 49b. Those supervisors.
Section 50. General meetings shall be convened
by not less than 21 days notice, exclusive of
the day notice was served. To everyone entitled
to attend, unless all persons entitled to attend
agree to short notice or no notice. The notice
shall state the place, day, and hour of the meeting
and the general nature of the business be transacted.
Section 51. The accidental omission to give notice
of a general meeting to any person so entitled
or to the non -receipt of a notice of a meeting
shall not invalidate the proceedings at that
meeting. I had a question there. Is this the
same thing from Sandbox now? I had a question
out of that, so I'm going to pull a question
from the sandbox DAO. Actually, I haven't. All
right. Okay, so here's the question I asked.
Why does the accidental omission not invalidate
the proceedings? There are two loopholes that
I had from sandbox that still apply here in this
case. Loophole one is... The meeting notice was
forgotten about. Supervisor was not notified
of that meeting where a supervisor was voted
out. Blue poll two. A special resolution vote
is held, but the founder was accidentally omitted.
Because it says of any person here. Not the founder,
I'm sorry, the director. If the director was
accidentally omitted and the director was voted
out or a special resolution vote was carried
out, isn't that a loophole? Someone can just
kind of shoehorn something in? Yeah. Confused
about that. So, there you go. Section 52. No
business shall be transacted at a general meeting
unless a quorum is present in person or by proxy
when the meeting... is proceeds to business quorum
is a majority of the persons entitled to attend
and vote okay so there there's a little bit of
a catch that's good quorum requirement in section
52. so even though that's still a loophole there
all right 53 at any general meeting of the foundation
company unless the foundation companies act or
those articles otherwise provide every motion
proposed shall be decided by ordinary resolution
of those present in person or by proxy entitled
to vote. Section 54, a resolution in writing
shall be, a resolution in writing signed by all
persons for the time being, tell the vote at
general meetings shall be as valid and effective
as if the same person, as if the same, as if
the same had been passed at a general meeting
of the foundation company duly being held. A
journal, section 55, a journal meeting may be
held and any person may participate in a meeting.
By means of a conference telephone or similar
communications equipment. By means of which all
persons participating in the meeting are capable
of hearing each other and such participation
shall be deemed to constitute presence in person
at the meeting. Okay. That just means they can,
you know, have it in a Zoom call or a Google
Meet. Proxies chapter. Section 56. Any person
entitled to attend and vote at a general meeting
of the foundation company may... by written instrument
underhand, or if the appointor is a corporation,
either under the corporation seal or under the
hand of an officer or attorney duly authorized,
appoint a proxy to represent at the grand meeting
of the foundation company. Section 57. The instrument
appointing a proxy may be in any usual or common
form or as otherwise acceptable. to the chairman
of the meeting for which the instrument is first
presented. Directors meeting, section 58. The
directors may meet together, either within or
outside Cayman Islands, or the dispatch of business,
adjourn or otherwise regulate their meeting and
proceedings as they think fit. Questions arising
at any meeting shall be decided by a majority
of votes. In case of inequality of votes, the
chair shall have a second or casting vote. A
director may and a secretary or assistant secretary,
on the requisition of a director shall at any
time summon a meeting of the directors. There's
that indirect thing. And a secretary or assistant
secretary on the requisition of a director. That
was that. A director may formally or informally,
when we were talking about that earlier. Second
59. A director may participate in any meeting
of the directors or of any committee appointed
by the directors of which such director is a
member. Section 60. Quorum necessary for the
transaction of the business of the directors
may be fixed by the directors, and unless so
fixed, if there be two or more directors, the
quorum shall be two. Hmm. Section 61. I mean,
that's actually kind of cool. So it just established
quorum. Section 61. A resolution in writing signed
by all the directors for the time being shall
be as valid. and effectual as if it had been
passed at a meeting of the directors duly convened
when signed a resolution may consist of several
documents each signed by one or more of the directors
or their duly appointed alternate give me one
second i will be back in 60 seconds all right
section 61 a resolution and writing signed by
all the directors for the time being shall be
as valid and effectual as if it had been passed
at a meeting of the directors duly convened.
When signed, a resolution may consist of several
documents, each signed by one or more of the
directors or their duly appointed alternate.
Chapter Accounts Section 62 The directors shall
cause proper books of account to be kept for.
Section 62a All funds received, expended, or
distributed by the Foundation Company and the
matters in respect of which the receipt or expenditure
takes place, And section 62B, the assets and
liabilities of the foundation company. I guess
a continuance of section 62 is, and proper books
of account shall not be deemed to be kept if
there are not kept such books as are necessary
to keep a true and fair view of the state of...
The thing is blocking it again, so I have to
copy -paste it all. Okay, I'm going to do this
again. And proper books of account shall not
be deemed to be kept if there are not kept such
books as are necessary to give a true and fair
view of the state of the foundation company's
affairs and to explain its transactions. Such
books shall be kept at the registered office
or such other place as may be determined by the
directors. The books of account shall be opened
at any time in ordinary business hours to inspection
by a supervisor and any person to whom right
of access has been granted pursuant to these
articles. By notice to this foundation company,
a supervisor may call for such reports, accounts,
information, and explanations from the directors
as to the administration of the foundation company
and are described in notice. Why is, um, why
were they stripped of all rights? They seem to
be given rights here. Okay, I'm going to go back
to our thing up here. So reference page 14, section
63. Section 63 and 64. So a supervisor can open
a bunch of books, do a bunch of stuff. But they
were. Disapplied to the maximum extent. Permitted
by law. For some reason. Okay. So that was section
63. And section 64. Financial year end. Section
65. The financial year of the foundation company.
Shall end on 31 December of each year. Or such
other date as the directors may determine. Auditors.
Section 66. A foundation company may by director's
resolution at any time appoint or replace an
auditor or auditors of the foundation company.
The remuneration of an auditor shall be fixed
by the director's resolutions. Section 67. Every
auditor shall have a right of access at all times
and ordinary business hours to the books of account
of the foundation company and shall be entitled
to require from the directors and officers of
the foundation company such information and explanation
as access to vouchers and other documents as
the auditor considers necessary for the performance
of other. of the auditor's duties. Winding up.
Siggy asks, does this mean that the foundation
company would have been paid for the 2024 service
by the end of December 31, 24, if that is the
year end? Yeah, Siggy. I think that is what it
means. They could be paid in 2025. It just means
that Kind of like how, you know, the United States
government has their financial year end on September
30th. And their new financial year begins October
1st. So something like that. Thanks, Ziggy. I
appreciate that. That means a lot to me. So winding
up. Section 68. The foundation company shall
be wound up if the directors pass a resolution
declaring that it shall be wound up. Section
69. Surplus assets shall be distributed in accordance
with Clause 12 of the Memorandum of Association.
as such have no power or authority to wind up
the foundation company or petition the court
to wind up the foundation company, except in
the case of 71, 70, section 1, subsection 1,
70, Roman numeral 1, insolvency, Roman numeral
2, for the purposes of a bona fide organization
intended to enable the foundation company to
carry out its objects more efficiently, or Roman
numeral 3, where the foundation company has no
present token holders oh okay that's an interesting
power i'm not sure that they this articles has
the power to restrict the supervisor from from
petitioning the court i don't know i don't know
gaming items law that well enough to know if
the law cameras if these articles can restrict
someone's law a legal right to go to court I
don't know. or sustained by reason of any act
done or omitted in or by the execution of their
duties in their respective offices except such
as any they shall occur or sustain by or through
their dishonesty, willful default, or fraud.
Okay, so people of the foundation company shall
not be liable for and shall be indemnified out
of the assets unless Unless they do so through
dishonesty, willful disfault, or fraud. Okay.
Bylaws. Section 72. The director's by director's
resolution may adopt bylaws that are not inconsistent
with the acts or the memorandum and articles
of association. FYI, bylaws are optional and
no one outside of the foundation company is required
to adhere to them. FYI. Or consider them when
doing business with the foundation company. Section
73. Bylaws may relate to any aspect of the business
or affairs of the foundation company, or any
of the duties or powers of the directors or their
delegates, or others who have duties or powers
under these articles, including the manner of
achieving the foundation company's objects, investment,
management, and protection of the foundation
company's assets, remuneration of directors and
their delegates, the delegation of the director's
duties and powers, the supervisor of the management
of the foundation company. and the appointment
of advisors and other service providers. Section
74. Bylaws may be varied or revoked by directors
by director's resolution or by special resolution
of the foundation company. Section 75. The adoption
of variation of bylaws shall not render any director
or other person liable for prior conduct. Okay,
so it's not retroactive. Section 76. No third
party dealing in good faith with the company.
Foundation company need be concerned with the
bylaws or their observance. That's just copied
straight out of the law. Alterations of articles
chapter section 77 subject to provisions of the
memorandum and articles of association restricting
alterations. These articles may be altered by
the directors by director's resolution provided
that these articles may not at any time be amended
to remove any rights or powers conferred upon
the token holders. Nice. Nice. Oh man, you know
what I just realized? I've been talking this
whole time and you all didn't get to see this.
Shoot. Section 78. The Memorandum of Association
and or the Articles of Association shall not
be amended so as to modify the rights, powers,
or duties of the supervisor without the prior
written consent of the supervisor. This is very
confusing. You disapply to the maximum extent.
The supervisor, but give them all of these rules,
all of these rights. A lot of rights. Given to
the supervisor. I don't get that part. All right,
let's go back up. I don't remember where I left
off. You all could see me. So indemnity, here's
section 71. Part of 71. Here's the rest of 71.
Here's section 72 under bylaws chapter. Here's
section 73 under bylaws chapter. Here's section
74, 75, 76. If you're watching this over, just
pause it or open it. I'll show you where the
link is. Section 77. Section 78, which we just
went over. Okay. And here's the subscriber. On
September 8th, 2022, the subscriber was an authorized
signatory of Walkers Limited. And here is the
secretary. A qualified person. And that's it.
I say that's it. Three, four hours into this,
that's it. I was expecting this to only be two
hours max. But, whoops. Joke's on me. Okay. Cool.
So we're done now reading the articles association,
and we have 16 questions between the articles
and the memo. I'm not going to miss for that.
Okay. All right, let's get to the next part.
So now that we're done the articles association,
we can now move to one of the last things we're
going to go over, which is the entity search.
The entity search is something you can do yourself
and follow along with me. It's pretty much verifying
the documents are properly registered and looking
up regulated entities. All the stuff that we
just read from all the people, which were highlighted
in green here, all these greens, you can search
them within the Grand Cayman Islands. So I'm
going to show you how to do that. Something I
noted in the Foundation staff is that I only
found this in the DAO chat messages, but Glenn
Kennedy is the director. And he is president
of Leeward Management Limited. So that's Leeward
Management Limited. So if you click Leeward Management
Limited, you'll see it's a company. And they
provide financial services and other stuff. the
website you go to the website see nice stuff
governance corporate compliance so they provide
government services corporate services compliance
services digital asset services okay and then
in the articles you can tell that you know walker's
global limited is is the the authorized signatory
subscriber okay so these are some some key entities
that we're going to end up searching right so
where you go to do this is you go to the general
registry of the grand cayman islands and this
is the link here and you can start searching
different things star atlas foundation walkers
corporate limited wnl limited leeward management
all of these key phrases we just saw And you
go to online tools. And you click company search.
So it looks like this. So here's the website
we were just on. And you want to go to company
search. Right here. In the middle. Company search.
You click that. And then you can create an account.
It's free. Create an account. Sign in. Okay,
that's what I'm doing here to show you the stuff
on the left. So here's the entity search. And
there's where you input the entity name and you
click search. So I did that for you. Inputs are
at this foundation. And here's the first hit.
You can look at company details, director details
and detail search. When you do that, you will
have to pay a fee to review the documentation.
But at the very least, you can tell that they
are an entity. within the grand cayman islands
registry all right you just have to pay some
money to see the documents and it's the same
thing for everybody else okay if you're my eight
coin dial people still the same thing your your
bridge stream so you search ape foundation bridge
stream or web slinger and then you can see all
of the the active statuses of who's running your
dow and for the sandbox style we did this on
episode 60 so you all just look at episode 60
and your searches are there okay so for the document
search same thing over we're going to now use
that authorization code in the top right of the
of the memos and articles you can see that filed
as number right there three nine three eight
five four on september 2022 and then the bottom
right you'll see the authorization code and it
gives you the website to go to to look it up.
So if you go there, this website, right, so you'll
see this, but I already did all that for you.
All right, so this is what you'll see. Down here
at the bottom, you want to look at the authorization
code, fill that in, the entity file number, fill
that in, which is what I just did. So you see
it there, file all that in. Click here to validate
a certificate, and then it will tell you... Give
me a second. 62. And then it will tell you down
here that this stamp document was issued by the
Grand Cayman Islands Registry for Star Atlas
Foundation on 9 September 2022. The type of stamp
document is the Memorandum of Association. Easy
peasy. Very easy to do. Okay, and one last thing.
You do a regulated entity search within SEMA,
which is the regulatory agency that issues certificates
and designates people active. And here's where
you would search the entities that are within
our DAO. So Leeward Management, W &L Limited,
Walkers Global. Okay, so I searched Leeward Management.
And I just input here, hit submit. And then you'll
see the reference number. You'll see Leeward
Management. And this is the company that Glenn
Kennedy runs. And it's registered as a company
manager type. And it's active as of 2020. So
there you have it. If you want to search the
entities, all the stuff within the Star Atlas
Foundation and verify their authenticity, that's
how you do it. You do it in the general registry.
You put in the name. You'll see information.
You do it within the document search within the
registry .gov .ky to verify that that document
was stamped properly. And then you search SEMA
to verify someone's certificate, their active
certificate. And there you go. All done. Look
at that. Part 62, done and dusted. Four hours
later. Gosh darn it. And so we now add 62 to
the list of our Foundation Company miniseries.
Started with Sandow 34, with the thou birth.
That was a look into TSB DAO origin, Sandbox
DAO origin. Then went to episode 56. which was
part one of our Foundation Company miniseries.
We read the Cayman Island Law. Then Sandow 57,
which is part two, was a review of U .S. DAOs
and case laws with a U .S. practicing attorney.
Then episode 59, which is part three, was a discussion
with Cayman Island lawyers from Walker's Global.
Then Sandow 60 was part four, and that was a
reading of the Sandbox DAO documents. which is
what we just did. Yeah, like last week, a couple
weeks ago. And then episode 62, which is part
five, and you're listening to that right now,
and that's a reading of Star Atlas' DAO documents.
You can tell the difference. The big thing I'm
trying to figure out is why isn't there a founder?
Although it looks like the founder's role, which
is like a superpower role, is given to the director
for Star Atlas. So the founder in Sandbox DAO
is... basically the director in Star Atlas style.
Whereas in the sandbox, you have a director and
you have a founder, and they have different powers.
But the Star Atlas style combines them, it looks
like. So that's really fascinating. And Siggy
asks, after everything you've seen from Star
Atlas, what are you most excited about? I'm excited
about the scale. It reminds me a lot of Planetside
2. And I gave 13 years of my life to Planetside
2. I've co -founded kind of like an NFL ESPN
where we organized hundreds of players a week
and like over 70 tournaments. And it's still
going on, by the way. Organization. I retired
from it some years ago. But we organized over
a thousand players to break a Guinness World
Record. A record we held for 10 years until it
was broken a couple months ago by... other side
and on the eight point down, they broke it with
22 ,000 players. And we held the record in 2015
with a thousand. And we rewrote our own record
in 2022 with 1 ,300, 1 ,500. And then other side
broke it with 2 ,000 players a couple of months
ago. So yeah, I get galley, galley of sports.
I've been talking with solace about it a little
bit, but, Yeah, I co -founded the organization
and we had about 135 volunteers organizing tournament
matches and then broadcasting them on Twitch
like you would see NFL. Like the color commentator,
the play -by -play commentator. We both organized
the match and broadcasted it. And we were an
all -in -one. And it was called Planetside Battles.
And that was my, you know, the flagship event.
Server Smash was born. From there, where we would
host server -on -server matches with like 200
players on each side fighting it out. So about
400 player matches, and we did dozens of those.
And yeah, that scale, I've always been in love
with that sort of scale. The application of power
on a mass scale. That's what I see in Star Atlas.
I see the openness and the transparency I want
in order to feel safe investing. And I see the
progress I need to see from the team to be sure
that they are working on a product and it's going
to be coming with a deadline. And then last but
not least, I see that it is huge in scale where
we can apply hundreds, if not thousands of players
to do things. And we don't have to bat an eye.
It's just part of what Star Atlas is. And that's
what drove me to PlantSide 2 for over 13 years
of my life. I love it. I love mass scale. So
I want to do that in Star Atlas. I want to bring
that to Star Atlas. And Siggy, I did not know
that Star Atlas did a large scale test with mega
metagravity. If you have the link, please post
it in the Star Atlas content creators channel
and at me, please. I want to see that. I want
to see what that large scale event was. 1 ,200
players in one instance. Wow. That's pretty cool.
You could have given us a run for our own money
with our record. Star Atlas has these in -game
drone cameras called the Parrot that we can incorporate
into broadcast. Exactly right. In PlantSide,
we had the Observer camera. I'll show you what
it looks like. Here we go. This is going to bring
back memories. All right. So here is the world
record match from 2015 Landslide Battles. We
organized this match. I organized a third of
the faction, so I brought about 300 players to
the match. We were organized by like... So like
North America, Europe, Asia, that sort of thing.
But here is a little bit of that. And this is
the observer camera. And someone following players
around as they shoot people. We might see some
fighting at the biolab. There it goes, the alert!
We're live! And we're beginning at the Chak Tech
plant. So the first number of forces of T are
heading off. All of these galaxies are full because
we have a two -minute ruling where... So this
is... This is not a space game version. This
is a planet version. And they're in basically
air transports. And there are hundreds of players
in those transports that they're about to drop
on a point they want to capture. And PlanetSide
operates on a point capturing system where you
hold a point, like Battlefield, and you turn
it to your color. You hold it, and then it captures
the territory. And the territory, like this right
here, this is the map. There are... Many, many
different territories you have to capture in
order to win. But it's a first -person shooter,
so all of this is people fighting across an entire
map. And they will zoom in, so they go. So you
can see people shooting each other and just fighting.
So this observer camera is what reminds me of
what you just said, Zamsor. Maxes are like heavily
armored soldiers. So you get the idea. And there's
air units fighting. So those are just little
ground people fighting. But there's air right
there. Air shooting each other. There are tanks
shooting each other. There's now boats that can
shoot each other. There's a lot. Planetside 2
has humongous scale and combined arms. So there's
a ground transport vehicle. Oh my gosh. And the
game still goes on. It still goes. You can still
play it. It's just the population has declined
a lot because it's a really old game. But they're
trying. Yeah. The tank battles are my favorite.
I was a battle tank driver. Kind of like an Abrams.
I drove tanks all the time. And so you would
have this enormous territory with so much ground
to cover. And you can kind of see right there
the vehicles going on. I want to get a really
good tank battle going on, but I don't think
we're going to find one right now. So look at
this. This is all individual battles going on.
That's what I mean by scale. Within Star Atlas,
you have the space galaxies or expanses. So those
fights are going to take place in a much different
way. than here on the ground and in the air and
on water. So I think Star Atlas has the scale
to replicate this, but in space. Many, many miles
of territory where people are fighting and trying
to capture these points right here. And there
you go. Oh man, that brings back memories. So,
let's get back to it. Good question, Siggy. And
Yuma, yep. Planetside 2 is my favorite game of
all time. Right after that is Free Allegiance.
And Star Atlas, to me, is both Planetside 2 and
Free Allegiance. So, that's why I'm so interested
in this game, and I've invested into it. Alright,
we are here at the end, and we have made it through.
62 episodes. So I'm going to mark this one blue
or green now. I want to do another Q &A with
Carolyn and Melissa from Walker's Global. And
I want to do an episode on the world record breaking
that I think I accidentally had other side break
my own record. And I think it's my fault. I think
they saw me post it on their forums and then
they said, hey, we want to do that. So they broke
it. But I felt a little bit sniped. I felt a
little bit taken advantage of, let's call it.
Because I said that resume in order to help another
person break a record in the largest gin and
tonic in the world record. So I offered to help
them because I'd broken a record before. And
then some people break my record like two months
later. Now it's watering the bridge, but it would
have felt right to be a bit involved. And then
I want to interview our last delegate, the 12th
of the 12th delegate, Mo. And then I want to
do the Sandbox ecosystem and the DAO as my probably
final episode for a while. That's going to be
some flowcharts and stuff. I really, really want
to do this one, but I might not get to it. We'll
see. The fact that we just did a four -hour Star
Atlas. One is, oh gosh, I can't believe it took
this long. All right, almost done here. Sandbox
Spaces, where do SandFam gather? We gather in
the Discord of the DAO discussion. We gather
in the forums on SandboxDAO .com. We gather on
Twitter, hashtag SandFam, hashtag SandboxDAO,
hashtag SandboxGame. On YouTube, there is a SandboxDAO.
There's Sandow Podcast, which is LanzerYT. That's
what you're listening to right now. And then
SandFam Cafe. On Twitter Spaces, Monday is Mochaverse
Hall. Saturdays is Bowls on the Block. They are
now at 11 a .m. Eastern and 5 p .m. CEST and
1 a .m. Korean Standard Time. Monday through
Friday is Coffee with Captain. They primarily
focus on 8 -coin DAO, but some sandbox stuff.
And then Whale Members is Nightly Digital on
Tuesday. We just interviewed whale members last
week, I think it was, episode 61. They're the
largest sand holder in Sandbox with 1 ,600 lands.
So check them out. They're an important voter
now in the Sandbox now. And let's take a look
and see who we can raid. See if anyone else is
currently streaming the game. It's usually just
me. You're right, it is just me. So let's go
ahead and raid. Someone... I haven't raided...
Reese's. Let's raid Reese's. He's an awesome
guy. Big fan of Reese's Cups. C -R -E -E -S -I
-E -K -U -P -S. Okay. Zemsor, Yuma, Siggy, thank
you so much for sticking out with me and the
12 others that have been watching this. This
was a crazy one. I thought I would be done in
two hours. It's now four hours. I'm in so much
trouble. Little Lancer was born earlier this
week. So I carved out two hours and then it ended
up being four hours. So I have to go take care
of the baby, Little Lancer. And I'm a first time
dad. So all this stuff I'm learning, you know,
time is not my own anymore. And just caring and
feeding for a little infant, Little Lancer. This
was Sandal 62, part five of the Foundation Company,
a read -through of Star Atlas Foundation documents,
the Memorandum of Association, and the Articles
of Association. Thank you so much for being here.
And Sam Fam, Star Atlassian Fam, and ApeCoinDow
Fam, see you later.