Governance

Manifesto

  1. A Decentralized Autonomous Organization (DAO) called Torrino DAO is set up among all the owners of a Torrino NFT Collection.
  2. Torrino DAO is a digitally native organization operating on a community-based ownership model deployed with Solana smart contracts.
  3. Each Torrino NFT owner is a Torrino DAO member.
  4. DAO Manifesto regulates how DAO works and operate.
  5. Purpose of the DAO is to preserve and protect the value and consistency of its treasury in a long term prospective.
  6. Seventy percent of funds, collected from NFT minting process, will represent the initial endowment of DAO treasury.
  7. Only DAO members have the power over the destination of DAO treasury.
  8. Torrino DAO exists exclusively on Solana blockchain, therefore if Solana blockchain ceases to exist then Torrino DAO will also cease to exist too.
  9. Torrino DAO is led by a Governance Council (GC) which has the function of supervising and guaranteeing compliance with Manifesto among all DAO members.
  10. Governance Council presents the improvement proposals (IP) to DAO for their approval in order to allow the achievement of the provisions of article 5.
  11. To be approved any IP must obtain at least an approval quorum of 51% of all rights to vote.
  12. One right to vote is obtained for each NFT held.
  13. Only natural persons or representatives of legal entities with proven competence and experience in the field of collectibles can be appointed as members of GC.
  14. GC must be composed of a minimum of two to a maximum of seven members.
  15. Each member of GC has only one per capita right to vote.
  16. GC resolutions must be approved with at least 2/3 of the total per capita rights to vote.
  17. GC members must be categorically DAO members.
  18. Upon creation of the collection, first two members of GC are nominated directly by development team of Torrino NFT Collection.
  19. Each IP must have at least an unrestricted voting time of two days.
  20. Each member of GC can propose the expulsion of another member of the GC for indecorous or hostile behavior; the decision of GC about the expulsion of one of its members, if approved by the other members of GC, must be approved by DAO with at least an approval quorum of 51% of all rights to vote.
  21. GC may propose the appointment of a new member of GC to DAO with at least 2/3 of the consent of the members of GC. DAO members must approve the appointment with an approval quorum of 51% of all rights to vote.
  22. GC appoints the Guardian within its circle, who has the function of supervising compliance with the rules established by DAO Manifesto and, if necessary, is free to propose to DAO additional IPs necessary for the achievement of article 5.
  23. Guardian ceases to function upon voluntary resignation, in the event of sudden death or if all remaining members of the GC request his replacement via IP and DAO confirms with at least an approval quorum of 51% of all right to vote.
  24. All IPs are based on Solana blockchain, however the call to vote can also be mentioned on social platforms like Twitter or Discord.
  25. GC must receive a symbolic annual refund for its duties which is decided through an online consultation between all DAO members.
  26. GC can appoint a Collectibles Specialist Panel (CSP) consisting of a minimum of three and a maximum of ten DAO members.
  27. CSP has to provide guidance, analysis and suggestions to GC in order to help him achieving with the provisions of article 5.
  28. GC decides independently if and how CSP can be reimbursed for its assistance role.
  29. Composition of CSP is variable and depends on the needs of GC: only DAO members with proven knowledge of crypto markets can be appointed as members of CSP.
  30. In the event of force majeure or by the unanimous will of GC, DAO can be dissolved forever by releasing all its members from compliance with DAO Manifesto after dividing its entire treasury into pro-quota parts in favour of all Torrino NFT holders.
  31. Any DAO Manifesto provisions can be modified or integrated by DAO with at least an approval quorum of 51% of all rights to vote.
  32. Only GC has the authority to propose changes or integrations to DAO Manifesto with at least an approval quorum of 2/3 of all rights to vote.
  33. English is the only authorized language for IP drafting.
Framework

Brown Paper

  1. Torrino DAO is a digitally native organization operating on a community-based ownership model deployed with smart contracts on the Solana blockchain.
  2. Torrino DAO is governed by its Manifesto.
  3. Torrino DAO is based on two distinct Solana NFT collections: Gen1 and Gen2.
  4. Gen1 is an iconic collection of 500 NFTs named Torrino NFTs.
  5. Gen2 is an elegant collection of 888 NFTs named Solnauta by Torrino DAO.
  6. Anyone who owns at least one NFT becomes a Torrino DAO member.
  7. Each DAO member holds voting rights within Torrino DAO.
  8. Each NFT carries a single voting right.
  9. DAO members decide via on-chain voting which and how many Solana-based digital assets to acquire using DAO Treasury funds, with the goal of ensuring and protecting the value of the Gen1 and Gen2 NFT collections.
  10. The DAO Treasury represents the full set of digital assets obtained through minting Gen1 and Gen2.
  11. Digital resources raised from Gen2 minting will be used primarily to acquire and hold a strategic tBTC position within the DAO Treasury; however, these resources may also be used to buy Solana BTC perpetuals via decentralized exchanges (DEX), subject to an approval quorum of at least 50% of all Torrino DAO voting rights.
  12. The Torrino DAO Governance Council (GC) holds veto power over decisions to buy Solana BTC perpetuals via DEX.
  13. Voting procedures to express consent on DAO Treasury digital asset purchases are established by the Governance Council, which decides by absolute majority of its members.
  14. The book value of each Gen1 and Gen2 NFT represents, in abstract terms, the equivalent value in stable-like digital assets that each NFT would receive if the DAO Treasury were dissolved and the digital assets distributed among all Gen1 and Gen2 holders, proportionally to the number of NFTs in their wallets and in accordance with a permanent conversion rate (PCR) between the two NFT collections and the DAO Treasury.
  15. The calculation method and value of the permanent conversion rate are published and available in a dedicated section of the Torrino DAO Discord server.