Rari Foundation

Abstract

This RRC-11 proposes to establish a process by which the RARI DAO will be able to propose, vote on and execute updates and changes to the Rarible Protocol’s core contracts directly on-chain via self-executing actions. This RRC-11 also proposes to implement a committee consisting of a DAO-appointed 3-member multi-sig (“Security Council”) which will have the ability to perform emergency upgrades, as well as minor, routine maintenance, to the Rarible Protocol.

Motivation

As part of the path to a more decentralized Rarible Protocol, the power to govern the Rarible Protocol contracts should be within the hands of the RARI DAO, which currently has direct on-chain governance authority over the RARI DAO treasury.

Rationale

By growing the robustness of the RARI DAO governance, the DAO will be able to fully adopt the Rarible Protocol and grow its ecosystem by onboarding new communities and expanding NFT use cases.

Key Terms

N/A

Specifications

**RARI DAO Governance: **

The RRC Process as laid out in “Specifications” section of RRC-0 shall apply to Rarible Protocol core contract updates and changes.

1. Phase 1: RRC Idea a. An RRC Idea must be submitted as a post in the Forum, where it should gather feedback for a period of 7 days

2. Phase 2: RRC Draft a. After Phase 1, the RRC Idea author must generate an RRC Draft with the required fields as laid out in RRC-0.

3. Phase 3: Live RRC a. Once an RRC Draft is ready, the RRC author (provided that they have at least 5,000 veRARI) must post it as a Live Draft on Tally, where it will undergo a 5 day voting period. b. The Live RRC must reach the quorum requirement dictated in RRC-0, and voting options are “in favor” and “against”. A Live RRC which meets the quorum requirement and receives more votes cast “in favor” than cast “against”, it shall be deemed an Accepted RRC.

4. Phase 4: Cooldown Period

   a. An Accepted RRC undergoes a 2-day Cooldown Period, during which the Security Council and the Board of the RARI Foundation may each reject such Accepted RRC* if it would:

• Directly conflict with a proposal that is currently up for vote;

• Directly conflict with another proposal approved by the RARI DAO;

• Not include the required proposal terms as detailed in Phase 2 of the RRC Process;

• Compromise the Board’s fiduciary duties as they are owed to the RARI Foundation;

• Be in violation of the RARI Foundation’s bylaws or articles, any statutory requirements of Cayman Islands laws or the laws or regulations of any other applicable jurisdiction;

• Cause harm (including reputational harm) to the RARI Foundation (as determined in the Board’s sole discretion); and/or

• Cause the RARI Foundation to be in breach of any contracts, agreements or any other arrangements.

  b. * This RRC-11 is proposing this update to Phase 4 of the RRC Process – that is, the Security Council as well as the director of the RARI Foundation, has the ability to reject an Accepted RRC during a Cooldown Period.

5. Phase 5: Implementation

**Security Council: **

1. This RRC-11 establishes a 3-member Security Council, which will be able to reject an Accepted RRC during a Cooldown Period, but also perform emergency actions in critical security scenarios (e.g., a hack, serious bugs, etc.).

2. The initial members of the Security Council are as follows:

• Campbell Law; wallet address: 0xd9C3EeD65968443F8587Bb068e6530A48dB5d177
• Andrei Taraschuck; wallet address: 0x25Ad94C7768108666BfDB6742aB66b109CA82946
• StableLab; wallet address: Stablelab.eth
• The multisig wallet the Security Council will use to perform veto or upgrade function is: 0xd35ec9F67Aa082Ae666be1716C79291f1f6e4E0a

3. Appointment and Removal

• The members of the Security Council may be appointed and removed during a yearly review or at any time, pursuant to the RRC Process.
• The members of the Security Council must act upon the direction of the director of the RARI Foundation as well as the RARI token-holders pursuant to the RRC Process. [Failure to act in accordance with directions from either the director of the RARI Foundation or the RRC Process may result in suspension of ].
• The number of members on the Security Council may also be expanded or reduced pursuant to the RRC Process, provided that (i) there must be at least 1 member on the Security Council and (ii) at least 1 member of the Security Council must be a director of the RARI Foundation.
• Security Council members are entitled to compensation of 2,000 USDC per month if requested.

Steps to Implement

1. Update the RARI Foundation’s governing documents to refer to the Security Council and its authorities
2. Update the RARI DAO’s governor contract to add the Security Council’s powers, exercisable during the Cooldown Period

Timeline

Solution ready for implementation.

Overall Cost

72,000 for the first year. Cost to be approved as part of the Rari Foundation’s operational budget.