Bright Moments

The purpose of this proposal is to ratify the existence of the Bright Moments DAO (the “DAO”), establish a provisional structure for the DAO, and authorize third parties to take actions on behalf of the DAO. In order to be considered ratified, each clause below must receive at least 50% approval and a quorum of at least 1% of eligible DAO members. Voting will begin at 12p PT on Monday, January 24th and close at 11:59a on Friday, January 28th.

Background

Bright Moments was founded in March 2021 as an on-chain organization. Between March 2021 and January 2022, a group of founding members (“the Core team”) have managed the operations of the DAO through a multi-signature wallet, daily operations (e.g. running the gallery, hosting live minting events, customer support), and the creation of off-chain legal entities to support operations and establish physical gallery spaces.

Since inception, the Core team has been committed to progressive decentralization of the organization. This proposal represents an important step forward in granting autonomy and voting rights to CryptoCitizens as members of the Bright Moments DAO.

The Keccak256 hash of the proposal is 9d9363a5a0949d89cf19fa4566578b7982e38a9d1e0be0015f9d505f44c59b8a. A copy of the Provisional Governance Structure has been provided below for convenience.

Provisional Governance Structure

This proposal ratifies and confirms that:

I. Bright Moments will be organized as a DAO

The DAO will be the primary organizational and governance structure and exist as a separate and distinct entity from Bright Moments NY, LLC.

II. Members of the DAO will be individuals, entities, or other parties that hold a legitimately minted CryptoCitizen NFT

Members of the DAO (each individually a “Member” and collectively, “Members”) will have the right to vote on proposals in proportion to the number of CryptoCitizens each member holds, which will be binding on the DAO and have express authority to govern, unless otherwise agreed to by the members in writing. To be considered a member of the DAO, CryptoCitizens must have a representative or surrogate present during minting at the local Bright Moments chapter of their associated city (e.g. CryptoVenetians in Venice, New Yorkers in New York, Galacticans in the Metaverse). The list of CryptoCitizens eligible for membership as of January 24th, 2022 can be found here.

III. The DAO’s structure and governance is provisional and Bright Moments NY, LLC (“the Core team”) is authorized to conduct activities on behalf of the DAO until a suitable legal structure is established

The Core team, working with members of the DAO, are authorized to produce and create a plan for further governance enhancements and improvements (including exploring more formal legal structures) by March 31, 2022. Additionally, the Core team is empowered to conduct activities related to operations of the DAO until a suitable legal structure is accepted by a 50% majority and at least 1% quorum. If a majority vote is not accepted by April 2022, another proposal will be introduced to extend the provisional governance structure.

IV. Until the governance structure is ratified and legal entity established, DAO members agree to the following to reduce liability

No single Member (in their capacity as a Member) shall act or be recognized as a manager of the DAO or have the authority to bind the DAO in any way or to enter into any agreement or contract obligating the DAO in any way.

To the fullest extent permitted by applicable law, no Member shall have any fiduciary duty to the DAO or to any Member by reason of this Proposal or in its capacity as a Member, except that the Members shall be subject to the implied contractual covenant of good faith and fair dealing and the terms and provisions of this Agreement.

No Member (or former Member of the DAO) shall be liable for the obligations of the DAO, including any obligations owed by such Member in connection with this proposal. Any debt, obligation, or other liability of the DAO is solely the debt, obligation, or other liability of the DAO. Members (or former Members) are not personally liable, directly or indirectly, by participating in the DAO, attending Bright Moments events, or otherwise for a debt, obligation, or other liability of the DAO solely by reason of being or acting as a Member.