This proposal authorizes certain DAO members to act as administrators of the UNA to perform limited actions necessary to effectuate validly executed governance proposals on behalf of the Code4rena DAO.

Issue

Governance Proposal C4IP-19: Code4rena adoption of UNA legal entity structure was passed on March 1, 2023, formalizing Code4rena as a Wyoming UNA and adopting an Association Agreement designed around governance proposals which, when necessary authorized specific and narrow authorization of authority for members (called administrators) to perform specific tasks as directed by the DAO.

As established in the Association Agreement, administrators do not have the authority to bind Code4rena to contracts or perform any action on behalf of Code4rena without specific authorization from a validly executed governance proposal. By design, initial proposals and follow-up proposals will be necessary to authorize DAO members to execute specific real-world activities to complete operational actions on behalf of the DAO as administrators.

It is unavoidable that some roles, like interaction with legal advisors and tax preparers requires some judgment on the part of the administrators. Where discretion of the administrators is required, the governance proposals will provide the administrators with authorization to exercise such limited discretion, and anything exceeding the discretion granted in the proposal will require an additional vote and approval from the DAO.

Purpose

This proposal serves two purposes: 1) it provides the minimum authorization for an administrator to engage with service providers on behalf of the DAO (e.g., attorneys, tax preparers and consultants) and 2) is an invitation to the community to participate as an administrator in a variety of roles.

Depending on the actions performed and the time commitment involved – administrator roles may be compensated, the terms of such compensation would be part of the authorization of authority to perform the necessary tasks.

Proposal

Authorize Code4 as administrator to engage legal and tax advisors for the DAO. Under this authorization, Code4 is authorized to take the following actions on behalf of the DAO:

• Recommend legal and tax service providers (including outside counsel, tax preparers and bookkeepers) and, following the DAO’s approval of service provider compensation via a validly executed governance proposal, enter into engagement letters with and make payments to such service providers.
• Engage in confidential discussions with legal and tax service providers to obtain guidance regarding key compliance issues impacting the DAO.
• Review and summarize material guidance for other DAO members and propose strategies to achieve legal and tax compliance goals where appropriate.
• Execute required filings and reports, including to elect corporate taxation and sign, file and pay taxes.
• Sign contracts with sponsors on behalf of Code4rena for sponsorships that have completed the intake process and are ready to hold their audit contests. (These are form contracts, the terms of which have been approved by legal advisors and the community. Any material changes to the form contract must be authorized by a validly executed governance proposal).
• Calculate and distribute contest awards to participants and the DAO treasury.
• Attain a bank account or payment service provider for the UNA capable of remitting payments to tax agencies and third-party service providers.

Timing

Additional administrator authorities may be granted as necessary in accordance with validly executed governance proposals. Over the next 45 days, any members interested in performing as administrators should reach out to admin@code4rena.com. As always, members should share their thoughts in the discussion forum as we come to a consensus on what the administrator roles should be and who should fill them.

After the completion of the 45-day window, it is expected that another governance proposal related to administrator roles will be proposed to the community and if approved, a variety of community members will fill these limited roles as necessary to effectuate the real-world steps necessary for validly executed governance proposals to be performed.