Monarch Sovereign Alliance DAO

MONARCH SOVEREIGN ALLIANCE - DAO OPERATING

AGREEMENT

PREAMBLE

This Operating Agreement establishes the Monarch Sovereign Alliance, a

Decentralized Autonomous Organization (DAO) operating under the legal

framework of a U.S. S Corporation. This agreement is designed to embody the

foundational principles of the United States Constitution, ensuring decentralized

governance, protection of member rights, and a system of checks and balances

within the Alliance.

ARTICLE I: ORGANIZATION AND PURPOSE

Section 1.1: Name and Entity

The name of the entity shall be Monarch Sovereign Alliance (hereinafter referred to

as the "Alliance"). The Alliance is organized as a Decentralized Autonomous

Organization and registered as an S Corporation under the laws of the United

States of America.

Section 1.2: Purpose

The purpose of the Alliance is to facilitate collective decision-making, resource

allocation, and project development through a decentralized and transparent

governance structure, inspired by the principles of self-governance, individual

liberty, and the rule of law as enshrined in the U.S. Constitution.

ARTICLE II: MEMBERSHIP

Section 2.1: Membership Classes

Membership in the Alliance shall be defined and managed through on-chain

verifiable tokens or credentials, as further detailed in the Alliance's Bylaws.

Different classes of membership may exist, each with specific rights and

responsibilities.

Section 2.2: Admission and Withdrawal

Admission to membership shall be governed by the processes outlined in the

Bylaws. Members may withdraw from the Alliance in accordance with the

procedures specified therein, which shall include provisions for the equitable

handling of their stake or contribution.

Section 2.3: Rights of Members

Members shall possess rights including, but not limited to, the right to propose

governance actions, vote on proposals, access information regarding Alliance

operations, and participate in the decision-making processes, subject to the

limitations and procedures set forth in this Agreement and the Bylaws.

ARTICLE III: GOVERNANCE AND OPERATIONS

Section 3.1: Constitutional Governance Principles

The governance of the Monarch Sovereign Alliance shall be structured to reflect the

following U.S. Constitutional principles:

Separation of Powers: Governance functions will be divided among distinct,

yet interconnected, operational branches or councils, each with defined

authorities and limitations.

Checks and Balances: Mechanisms will be in place to allow different

governance bodies or a supermajority of members to review, approve, or

reject actions taken by other bodies, preventing overreach.

Due Process: All members are entitled to fair and transparent procedures in

governance matters, including proposal consideration, voting, and dispute

resolution.

Individual Rights: The fundamental rights of members, as defined by the

Alliance's charter and applicable laws, shall be protected within the scope of

the DAO's operations.

Rule of Law: All actions and decisions within the Alliance shall adhere to this

Operating Agreement, the Bylaws, and applicable external laws.

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Section 3.2: Governance Structure (The Three Branches)

The Alliance shall operate with a structure inspired by the U.S. system of

government:

Legislative Branch (The Council of Proposers): Responsible for originating

and drafting governance proposals. Membership may be based on

demonstrated contribution or stake.

Executive Branch (The Stewards Council): Responsible for executing

approved proposals, managing day-to-day operations, and overseeing project

implementation. Members elected by the general membership or token

holders.

Judicial Branch (The Arbiter Council): Responsible for interpreting the

Operating Agreement and Bylaws, and resolving disputes. Members elected

or appointed based on their impartiality and understanding of Alliance

principles.

Details regarding the composition, election/appointment, terms, and specific

powers of each branch shall be elaborated in the Alliance's Bylaws.

Section 3.3: Proposal and Voting Process

All significant decisions shall be made through a formal proposal and voting

process. This process will include public proposal submission, a discussion period,

and a weighted voting mechanism (e.g., token-weighted, reputation-based),

ensuring a high degree of transparency and member participation. Quorum

requirements and supermajority thresholds for proposal passage will be defined in

the Bylaws.

Section 3.4: Amendments

This Operating Agreement and the Alliance's Bylaws may be amended through a

governance proposal that achieves a supermajority vote of the membership, as

defined in the Bylaws. Amendments must align with the foundational

Constitutional principles of the Alliance.

ARTICLE IV: FINANCIAL PROVISIONS

Section 4.1: Treasury Management

The Alliance shall maintain a decentralized treasury, managed by the Stewards

Council under the oversight of the membership and subject to the approved

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proposals. All treasury actions must be transparent and auditable on the

blockchain.

Section 4.2: S Corporation Taxation

As an S Corporation, the Alliance will adhere to all applicable tax laws. Profits and

losses will be passed through to the members in accordance with IRS regulations.

The specific tax treatment for members will be detailed in disclosures provided by

the Alliance.

ARTICLE V: DISPUTE RESOLUTION

Section 5.1: Internal Disputes

Disputes arising between members, or between members and the Alliance, shall

first be addressed through direct communication. If unresolved, such disputes shall

be submitted to the Arbiter Council for review and binding resolution in accordance

with the principles of due process and fairness.

Section 5.2: External Disputes

The Alliance shall appoint legal counsel to represent it in any external legal matters,

acting under the direction of the Stewards Council and with the approval of the

membership for significant legal actions.

ARTICLE VI: DISSOLUTION

Section 6.1: Voluntary Dissolution

The Alliance may be dissolved voluntarily through a governance proposal approved

by a supermajority of the membership. Upon dissolution, assets shall be

distributed to members and/or charitable organizations as determined by the final

governance vote, in accordance with legal and regulatory requirements.

Section 6.2: Involuntary Dissolution

In the event of involuntary dissolution due to legal or regulatory action, the Alliance

will comply with all applicable laws and court orders regarding the distribution of

assets.

ARTICLE VII: BYLAWS AND AMENDMENTS

Section 7.1: Bylaws

The Monarch Sovereign Alliance shall adopt a set of Bylaws that further detail the

operational procedures, specific roles, election processes, and governance

mechanisms consistent with this Operating Agreement and its Constitutional

underpinnings. The Bylaws shall be considered an integral part of this Agreement.

Section 7.2: Amendments to Agreement and Bylaws

Any amendments to this Operating Agreement or the Bylaws require a proposal

submitted to the membership and approval by a supermajority vote, as stipulated

in the Bylaws. All amendments must uphold the core Constitutional principles upon

which the Alliance is founded.

ARTICLE VIII: MISCELLANEOUS

Section 8.1: Governing Law

This Operating Agreement and the governance of the Monarch Sovereign Alliance

shall be governed by and construed in accordance with the laws of the United

States of America, with a particular emphasis on principles derived from its

Constitution.

Section 8.2: Entire Agreement

This Agreement, along with the adopted Bylaws, constitutes the entire agreement

between the members and the Alliance, superseding any prior understandings or

agreements.

CONCLUSION

By participating in the Monarch Sovereign Alliance, members agree to abide by the

terms of this Operating Agreement and the accompanying Bylaws, fostering a

decentralized, self-governing community built upon enduring principles of liberty

and justice.

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