Radix DAO Charter

# Radix DAO Charter
 
*Version v1.0.0 — Last updated 2026-08-27*
 
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## 1. Purpose
 
The Radix DAO ("the DAO") was established to ensure that the Radix ecosystem is governed by those who have a stake in its future — its community of token holders — rather than any single organisation or authority.
 
The DAO's mission encompasses:
 
* Education and research in decentralized ledger technology and its applications
* Development and management of blockchain protocols, distributed systems, and open-source cryptographic software
* Advancement of cryptographic systems for public benefit
* Governance of decentralized networks and protocols
 
The DAO exists to:
 
* Steward and allocate resources for the long-term benefit of the Radix ecosystem
* Enable genuine decentralized governance by token holders
* Support the sustainability, security, and growth of the network through accountable, community-led decision-making
 
The DAO may receive assets from external contributors and shall manage those assets in strict alignment with this purpose.
 
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## 2. Nature of the DAO
 
The DAO is a **community-governed coordination system**. It does not replace the need for human judgment, expertise, or good faith — it organises them. Authority rests with the community, expressed through defined governance processes and delegated to execution bodies that remain accountable to it at all times.
 
The DAO operates through:
 
* Token-holder governance
* Defined governance processes
* Delegated execution and oversight bodies
 
This Charter defines the DAO's principles and authority.
 
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## 3. Core Principles
 
The DAO is governed by seven principles. These are not aspirations — they are binding commitments that shape every governance decision and constrain every actor within the system.
 
### 3.1 Decentralization
 
Authority ultimately resides with the community of token holders. No individual, body, or organisation holds permanent power over the DAO's decisions or resources. Delegated authority exists only to serve efficiency and execution — it does not transfer sovereignty.
 
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### 3.2 Transparency
 
Governance actions must be publicly visible and auditable. The community can only hold the DAO to account if it can see what is happening and why. Temporary confidentiality is permitted only where necessary to mitigate security risks, prevent exploitation, or fulfill legal or contractual obligations — and all such actions must be disclosed retrospectively.
 
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### 3.3 Accountability
 
All use of DAO-controlled resources must be accountable to the community. Those entrusted with authority — whether elected, appointed, or contracted — are stewards of the community's trust, not owners of it. Accountability mechanisms are not optional features; they are core to the legitimacy of every action taken in the DAO's name.
 
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### 3.4 Stewardship
 
The DAO manages resources to benefit the ecosystem and its future participants. Resources are not held for their own sake — they exist to be deployed purposefully, in service of a network that is intended to endure.
 
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### 3.5 Resilience
 
The DAO must remain operational under all circumstances, including failure of governance bodies, resignation of representatives, or technical and coordination disruptions. No single point of failure should be able to halt the DAO's ability to govern.
 
Resilience does not preclude lawful dissolution of the DAO where approved in accordance with the Charter, Operating Agreement, and applicable governance procedures.
 
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### 3.6 Integrity
 
All participants are expected to act in good faith. Disclosure and recusal obligations apply only to individuals holding formal roles with delegated or elevated decision-making authority. The integrity of governance depends not only on rules, but on the character of those who participate in it.
 
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### 3.7 Environmental Responsibility
 
The DAO is mindful of environmental impact. Where reasonably practicable and without compromising mission effectiveness, the DAO may consider energy efficiency and sustainability in its decisions.
 
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## 4. Governance Authority
 
### 4.1 Token Holder Sovereignty
 
Token holders are the ultimate decision-making authority of the DAO, supreme over every body and office it creates. This sovereignty is the DAO's foundational constitutional principle. It is exercised through, and bounded by, this Charter: it does not extend to outcomes that this Charter places beyond amendment (§12.1), nor to outcomes that exceed the authority recognised by the Operating Agreement and Marshall Islands law (§13). Within those bounds, all governance power flows from and returns to the community. A purported governance outcome that breaches an Entrenched Provision (§12.1) is void and acquires no legal effect; declining to execute such an outcome enforces this Charter and does not derogate from token-holder sovereignty. The point at which valid governance outcomes acquire **binding legal effect** on the Company is governed by the Operating Agreement: during the Advisory Governance Period (from formation to the Activation Date) governance outcomes are advisory under **Operating Agreement §§5.8–5.9**, save for the three binding community acts identified in §4A; from the Activation Date, validly determined governance outcomes are binding decisions of the Company under **Operating Agreement §5.7**.
 
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### 4.2 Established Bodies
 
The DAO may establish chartered bodies, including:
 
* Accountability Council (RAC) — constituted as the Transition RAC during the Transition Period and as the Permanent RAC thereafter
* Working Groups
* Committees
 
Such bodies operate within defined mandates, remain subordinate to DAO governance at all times, and may be removed or replaced by DAO vote. Establishing such bodies is a matter of operational necessity, not a transfer of authority.
 
The DAO's operational functions are performed by **Delegates**, whose Delegated Functions and mandate are defined in the **Delegate Mandate**. A Delegated Function is seated by allocation by the Accountability Council from among its seated members, or by election under the **Elections & Role Governance Policy** where the DAO has so resolved by Governance Proposal. Under either route the holder exercises no authority beyond the function conferred and remains removable by the DAO. The Delegate framework is established as operational and delegated functions under **Operating Agreement §11.5**; the **Legal Signatory** Delegated Function maps onto the Legal Signatory recognised in **Operating Agreement §1.15 and §9.2**. Legal Membership in the LLC attaches to the Delegated Functions defined in the Delegate Mandate and to seats on the Accountability Council.
 
Legal Membership in the LLC is constituted under **Operating Agreement Article IV** and is a compliance structure separate from Governance Participation, which is exercised by Governance Participants through the Governance Mechanism under **Operating Agreement Article V** (taking binding legal effect in accordance with §4.1 of this Charter).
 
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### 4.3 Binding Decisions
 
Governance-approved decisions, once they have binding legal effect in accordance with §4.1, are binding on the Company and executed through the Governance Mechanism and authorized execution entities (Treasury Signers, multisig custody). Prior to the Activation Date, governance outcomes other than the three binding community acts in §4A are advisory only (**Operating Agreement §§5.8–5.9**), and the Transition RAC must have regard to them but is not bound by them.
 
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## 4A. Activation and the Advisory Governance Period
 
The Company is **member-managed during the Transition Period** and becomes **Algorithmically Governed** only on the Activation Date, when the Activation Vote passes (**Operating Agreement Article VIII**). This section establishes the constitutional framework for that transition; the detailed mechanics and parameters are carried by the operational policies named below, which form part of the DAO's governance framework.
 
### 4A.1 The Advisory Governance Period
 
From the date of formation to the Activation Date, governance outcomes produced through the Governance Mechanism are **advisory** (**Operating Agreement §5.8**). Where an advisory outcome meets the recognition thresholds specified in the **DAO Parameters Registry**, the Transition RAC must, within the period specified in the **RAC Mandate**, publish an acknowledgement to the Official Venue and, where it declines to act, its reasons (**Operating Agreement §5.9**).
 
### 4A.2 The three binding community acts
 
The community's binding acts are limited to the three below. The first precedes formation; the second and third fall within the Transition Period, which commences on formation (**Operating Agreement §1.21**).
 
1. **Framework ratification** — the constitutional ratification of this Charter and the full policy framework, at the ratification threshold for constitutional matters specified in the **DAO Parameters Registry §3A.1** (**Operating Agreement Schedule 5, condition 6**; and see §4A.2A);
2. **The Permanent RAC election** — conducted under this Charter and the **Elections & Role Governance Policy**, with the seat minimum, KYC-before-seating, and fixed election timing specified there (**Operating Agreement §7.1 and Schedule 5, condition 7**); and
3. **The Activation Vote** — the sole binding governance vote of the Advisory Governance Period, whose voting period, quorum, majority, and failure handling are specified in the **DAO Parameters Registry §3A.2** (**Operating Agreement §§1.4, 8.6**).
 
### 4A.2A Ratification precedes the Company
 
Framework ratification is a community act taken before the Company exists and is not an exercise of authority under the Operating Agreement. It fixes the version of this Charter and the policy framework on which the founding sequence proceeds.
 
It is recognised twice: on formation — by the Company's ratification and adoption of the vote and its record on execution of the Operating Agreement (**Operating Agreement §11.1A**) and by the Transition RAC's unanimous written resolution (**Operating Agreement Schedule 5, condition 6(a)**) — and by the **Activation Vote**, which in confirming the Activation Conditions recognises the ratification, the formation, and the Transition RAC's completed tasks.
 
The version ratified is the version that binds. Recognition confers no power to alter it (**Operating Agreement §11.1A**); amendment before the Activation Date is made under §12 or §12.2 of this Charter, subject always to the amendment rules of the Operating Agreement — the transition thresholds and protected-matter rules to which **Operating Agreement §§11.1A and 12.1(a)** subject such amendments, including the protected-matter rule in **Operating Agreement §9.12(e)** and, where an Entrenched Provision is engaged, the elevated threshold in **Operating Agreement §12.2(c)**.
 
### 4A.3 Activation Conditions
 
The Activation Conditions are set out in **Operating Agreement Schedule 5** and may be supplemented by conditions specified in this Charter and the policy framework.
 
The handover conditions referred to in **Operating Agreement §8.4(h)** and Schedule 5 (condition 10) are those specified in the **Operating Agreement** — the implementation of the handover to the Permanent RAC and the long-term governance framework under **§6.5(h)**, and the residual handover steps preserved by **§6.10** — together with any specified in this Charter. This Charter specifies no additional handover condition.
 
### 4A.4 Effect of Activation
 
On the Activation Date the Company becomes Algorithmically Governed, governance outcomes validly determined through the Governance Mechanism become binding decisions of the Company (**Operating Agreement §§5.7, 8.8**), the Transition RAC sunsets (**Operating Agreement §6.10**), and the Permanent RAC assumes its constitutional role (**Operating Agreement Article VII**).
 
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## 5. Governance System
 
The DAO operates through a governance system consisting of proposal submission, community deliberation, voting, and execution. Token holders may participate directly or by delegating their voting power to a representative of their choosing.
 
Funds under the DAO's control may not be used for governance participation. No balance in an account the DAO controls may be voted, delegated, or used to file or support any governance action. This rule determines who may vote; it does not change how quorum is measured.
 
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## 6. Treasury Stewardship
 
The DAO maintains and allocates treasury resources to support the Radix ecosystem. Treasury use must align with the DAO's purpose, and all significant allocation decisions require governance approval.
 
The treasury is deployed through two principal mechanisms: compensation for contributors working on behalf of the DAO, and grants to external projects and teams building on the Radix network. Both represent an investment in the ecosystem's future.
 
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## 6A. On-Chain Identifiers and Verification
 
The DAO operates on public infrastructure, and the identifiers through which its governance and treasury operate must themselves be public. The governance smart contracts, the treasury accounts, and the resources that constitute eligible voting power shall be recorded in an authoritative register that is published to the Official Venue and independently verifiable by any person against the on-chain data.
 
The register, the rules for how each identifier is configured and used, and the means of verification are carried by the **On-Chain Identifiers & Verification Policy**, which forms part of the DAO's governance framework. That policy is the operational record referred to in **Operating Agreement §11.4**; this Charter establishes the principle of public, verifiable on-chain identifiers, and the policy governs its implementation. No identifier may be relied upon in governance before it has been recorded and made publicly verifiable in accordance with that policy.
 
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## 7. Governance Safeguards
 
The DAO maintains mechanisms to prevent harmful or malicious actions, resolve disputes, and respond to emergencies. These are not extraordinary measures — they are a permanent and necessary part of a governance system that operates in public, with real assets, and at scale.
 
The DAO also provides structured channels for reporting governance integrity violations by those in positions of authority. No role in the DAO is above accountability.
 
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## 8. Governance Integrity
 
The DAO maintains an Accountability Council (RAC) to ensure that governance processes are followed and decisions are executed correctly. The RAC acts as a guardian of process — not a decision-making authority — and operates within a strictly defined mandate.
 
During the Transition Period, the RAC is constituted as the **Transition RAC** under Operating Agreement Article VI, with a narrow formation mandate (**Operating Agreement §6.5**) that cannot override governance: during the Advisory Governance Period the community's governance outcomes are advisory (§4A.1), so no override arises. Following the Transition Period, the RAC is constituted as the **Permanent RAC** under **Operating Agreement Article VII** — the standing governance-process oversight body of the Company. The Permanent RAC is the guardian of the governance process and constitutional order and is not, unless expressly stated otherwise, a manager, general executive, treasury-management, or policy-making authority (**Operating Agreement §§7.2–7.3**). Its composition, candidacy rules, election mechanics, term, removal, and reporting obligations are governed by this Charter and the **Elections & Role Governance Policy** and **RAC Mandate** (**Operating Agreement §7.4**).
 
All persons holding formal roles with delegated or elevated decision-making authority are subject to disclosure and recusal obligations. Governance Participants exercising ordinary governance voting rights are not subject to mandatory disclosure or recusal, but are encouraged to act in the DAO's best interest.
 
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## 9. Continuity and Fallback
 
The DAO must remain operable under all circumstances. In the event of governance failure, authority reverts to token holders and emergency mechanisms enable the restoration of normal governance.
 
Continuity mechanisms apply only while the DAO remains active. They do not override or prevent lawful dissolution processes defined in the Operating Agreement.
 
The DAO also maintains standards for the security review of any smart contracts or on-chain systems it governs. Technical deployments must not outpace the community's ability to assess and authorise them.
 
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## 10. Non-Distribution Principle
 
The DAO's assets and income exist to advance its purpose — not to enrich its participants. All resources must be applied to the benefit of the Radix ecosystem. No distributions may be made to Governance Participants, Members, or Delegates except as expressly permitted under the non-distribution principle and permitted payments in **Operating Agreement §§3.4–3.5**.
 
This principle is not merely a legal constraint. It is a statement of intent: the DAO is a steward, not a vehicle for extraction.
 
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## 11. Asset Lock and Wind-Down
 
Should the DAO ever be dissolved, its remaining assets must be transferred to an entity with substantially similar objectives. No assets may be distributed to token holders, Governance Participants, Members, or Delegates upon dissolution.
 
This is a binding constitutional commitment. The DAO's resources were entrusted to it for the benefit of the Radix ecosystem; that purpose does not end with the DAO's existence.
 
The mechanics of dissolution — including the asset lock, successor entity criteria, and the application of property on winding up — are governed by **Operating Agreement Article XIII**. This Charter establishes the principle; the Operating Agreement governs its execution.
 
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## 12. Amendments
 
This Charter may be amended through DAO governance using a Constitutional proposal. It is a living document — it should evolve as the DAO matures — but changes to it require the highest level of community deliberation and approval.
 
Amendment procedures and document versioning requirements are defined in the **Governance Maintenance & Upgrade Framework**. Where a proposed amendment to this Charter would amend, or take effect as an amendment to, a provision that is an Entrenched Provision under **Operating Agreement §12.2(a)** — including any provision of this Charter designated as an Entrenched Provision and recognised as such in the Operating Agreement — it may be made only in accordance with the elevated Entrenched-Provision amendment thresholds in **Operating Agreement §12.2(c)** (during the Transition Period) or **§12.2(d)** (following the Activation Date), in addition to the requirements of this section.
 
### 12.1 Entrenched Provisions
 
Notwithstanding the above, the following provisions may not be amended, reduced, or removed by any governance proposal, regardless of approval level:
 
1. **The Non-Distribution Principle (§10) and Asset Lock (§11)** — these provisions exist to satisfy the DAO's legal obligations as a non-profit entity under Marshall Islands law and may not be weakened by any governance vote.
 
2. **Minimum Constitutional quorum floor** — the quorum threshold for Constitutional proposals may not be reduced below **7%** of eligible voting power by any proposal, including a Constitutional proposal. Any proposal purporting to do so is void and may not be executed.
 
3. **Governance sovereignty constraint** — no governance proposal may grant any body or person unilateral authority to override a valid DAO vote outcome or permanently alter governance rules without a subsequent community approval process.
 
4. **Minimum voting power source floor** — XRD (liquid holdings) and LSU (Liquid Staking Units, converted to XRD-equivalent at snapshot) shall always be recognised as eligible voting power sources for all DAO governance votes. This floor may not be reduced or removed by any proposal, including a Constitutional proposal.
 
The two governance floors above (the **7% Constitutional quorum floor**, item 2, and the **XRD+LSU voting-source floor**, item 4) are also designated as Entrenched Provisions in the Operating Agreement itself (**Operating Agreement §12.2(a)(ix)–(x)**), so they carry Operating-Agreement-level entrenchment in addition to the Charter-level entrenchment in this section.
 
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### 12.2 Emergency Amendments
 
Because this Charter is superior to the operational policy library (§13), a power to amend this Charter in an emergency must be established by the Charter itself and cannot be conferred by an operational policy alone. This section establishes that power. The **Governance Maintenance & Upgrade Framework §9** and the **Emergency & Safeguards Policy** carry its operational detail and are subordinate to this section.
 
Notwithstanding the standard amendment process in §12, where an emergency requires a temporary amendment to a document in the policy framework — this Charter or an operational policy — before that process can complete, the amendment may be adopted by **unanimous written consent of all Delegates**, subject to ratification by Governance Proposal within 30 days. An emergency amendment that is not ratified within 30 days is void and of no effect from the expiry of that period.
 
During the Transition Period, when the Delegated Functions are held by the Transition RAC (Delegate Mandate §6; **Operating Agreement Article VI**), "unanimous written consent of all Delegates" means the unanimous written consent of all seated Transition RAC members, and the ratification requirement is satisfied by a recognised advisory outcome meeting the standard recognition thresholds (**DAO Parameters §3A.3**).
 
This power is strictly limited. An emergency amendment:
 
1. may amend only this Charter or an operational policy, and may not amend, vary, or suspend the Operating Agreement, the Certificate of Formation, or any other Formation Document;
2. may not amend, weaken, reduce, or remove any Entrenched Provision (§12.1), and may not alter the Activation framework (§4A);
3. takes effect only as a temporary measure pending ratification and confers no authority to make a permanent change without the ratifying Governance Proposal required by this section, consistent with the governance-sovereignty constraint (§12.1 item 3);
4. must be publicly disclosed on adoption in accordance with the Transparency principle (§3.2); and
5. confers no protection on actions taken in reliance on it if ratification fails: where an emergency amendment is not ratified, any action taken under it that would not have been valid under the unamended document must be reported and reviewed under the **Emergency & Safeguards Policy §10**, and any treasury disbursement so made is recoverable by the Company unless separately ratified by Governance Proposal; and
6. does not authorise, before ratification, the **seating of a person in a role**, a change to the **treasury signer set or its thresholds**, or a transfer or exercise of the **Master Badge, the Owner Badge, or the Governance Operations function**. Unlike a disbursement under item 5, these cannot be undone (**Emergency & Safeguards Policy §10**) — and an exercise of the Master Badge is the least undoable of them, since it can mint, recall, or invalidate the Owner Badge itself.
 
For the purposes of this section, "written consent" has the meaning given in the **Emergency & Safeguards Policy**.
 
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## 13. Scope
 
This Charter is the DAO's governance constitution. It contains the principles, structural authority, and entrenched provisions that the community has adopted to govern itself. It is designed to remain stable across legal jurisdictions — adopted by the community independently of any particular legal wrapper, and recognized by whichever legal entity the community uses to give its decisions legal effect.
 
Within the Marshall Islands legal structure, this Charter is incorporated by reference into the Operating Agreement and given legal effect by it. The Operating Agreement is the Company's primary legal instrument; this Charter is the DAO's governance constitution. The two documents are designed to work together, with the following hierarchy:
 
- **Marshall Islands law and the Certificate of Formation** are supreme by operation of law. This Charter does not and cannot override any mandatory provision of Marshall Islands law or the Company's Certificate of Formation.
- **The Operating Agreement** is the Company's primary legal instrument and prevails over this Charter in the event of conflict. This Charter and all operational policies derive their legal force from the recognition given to them in the Operating Agreement.
- **This Charter** is subordinate to the Operating Agreement but prevails over all operational policies. Where this Charter and an operational policy conflict, this Charter prevails.
- **All operational policies** are subordinate to both the Operating Agreement and this Charter. A provision of an operational policy that conflicts with this Charter or the Operating Agreement is void to the extent of the conflict.
 
This hierarchy is intentional. The Operating Agreement is the legally registered instrument that courts, regulators, and counterparties look to; it must be supreme in legal terms. This Charter is the document that the community has agreed binds it as a constitutional matter. The Operating Agreement gives the Charter legal effect and recognizes its authority over the operational policy library, while reserving statutory and registration matters to itself.
 
Operational, technical, and procedural details are defined in the DAO's policy library — a set of governance documents that give effect to the principles and authority established here.
 
**The policy library forms part of this Charter.** The policy library ratified by the community together with this Charter forms part of this Charter for the purposes of the Operating Agreement — including **Operating Agreement §11.1**, which requires the Charter to contain the DAO's detailed governance framework, the candidacy, nomination and election rules for the Permanent RAC, and its detailed governance process mechanics; and the references in **Operating Agreement §1.19** and **Schedule 5, condition 7** to the Elections Policy "forming part" of the Charter. The documents so incorporated are those listed in the ratification proposal that adopts this framework. In particular, the **Proposal & Voting Framework**, the **Elections & Role Governance Policy**, the **DAO Parameters Registry**, the **RAC Mandate**, and the **Delegate Mandate** carry the governance process mechanics, election rules, and role definitions that Operating Agreement §11.1 locates in the Charter.
 
Incorporation does not alter the order of precedence set out above: the Operating Agreement continues to prevail over this Charter and over every incorporated policy, and this Charter continues to prevail over every incorporated policy where they conflict. Nor does it alter the amendment route for an incorporated policy, which remains a Governance Process proposal under the **Governance Maintenance & Upgrade Framework** — except where a change would amend this Charter itself or an Entrenched Provision, in which case §12 applies.
 
**Document Activation:** This Charter and the policy framework are ratified by the community through the constitutional ratification vote that forms part of the Activation Conditions (**Operating Agreement Schedule 5, condition 6**), and are recognised and given legal effect by the Operating Agreement as the governance framework of the Company. The Transition Period, defined in **Operating Agreement §1.21 and Article VI**, is a formation period during which a Transition RAC implements entity formation, asset transfer, the constitution of the Permanent RAC, and handover. During that period the Company is **member-managed** and governance outcomes are advisory (§4A.1); **full algorithmic governance under this Charter and the subordinate governance rules recognised under Operating Agreement §§11.2 and 11.5 begins on the Activation Date** (**Operating Agreement §§8.1, 8.8**), not at formation.
 
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## 14. Notices and Service
 
This section establishes the DAO's constitutional framework for notices and service. The Operating Agreement governs the statutory and registration role of the Registered Agent (**Operating Agreement §2.4**); this Charter establishes the principle, and the **Compliance Operations Policy §5** carries the operational procedure and is subordinate to this section.
 
**Legal notices to the Company** — including service of process, regulatory correspondence, and formal legal demands — are served at the address of the Registered Agent identified under **Operating Agreement §2.4**.
 
**Internal governance notices** — including proposals, disclosures, advisory acknowledgements, and announcements to Members and Governance Participants — are validly given by publication to the **Official Venue** (**Operating Agreement §1.18**).
 
Any legal notice, demand, order, or regulatory correspondence received at the Registered Agent must be **forwarded to the Delegates and disclosed to the community** by publication of notice of receipt to the Official Venue. The Compliance Operations Policy §5 carries the operational detail of this obligation, including the 48-hour forwarding-and-disclosure timeframe and the Regulatory Demand Disclosure Protocol.