Status: Draft (proposal memorandum; to be voted)

Version: 1.0.1

NON-BINDING SUMMARY. This memorandum is informational only and is subordinate to the governing instruments and any adopted resolutions. In the event of conflict, the normative resolution text controls.

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TLDR

This proposal series sets up a staged path to deploy the DAO treasury under explicit controls. DP-00001 does two things: it funds a capped $150k legal and compliance budget in a segregated wallet that can only be used for legal, regulatory, and related compliance work, and it nominates a pre-formation treasury subcommittee for readiness work only (no authority to move treasury funds). The follow-on proposals then define the treasury's permitted capital policy actions and, once the Company is formed, designate the Treasury Account and activate delegated authority with strict limits and required reporting.

What this unlocks is the ability to begin bounded treasury deployment. Earning yield and seeding liquidity under approved guardrails, rather than ad hoc governance. That functional readiness is one of the primary gating requirement to onboard partners and lift caps for broader access to Solomon.

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Simple overview (who / what / where / why)

Who

• DAO members voting through the Governance System.
• Treasury Subcommittee Designates (bios below): Drew, Usman, Kru, Kollan.
  • Selection principles: Designates should (i) hold membership interests in the Company, and (ii) be member-professionals with demonstrated execution in relevant domains (e.g., DeFi builders/founders, LPs/liquidity operators, treasury/risk, ops/security, and -- where needed -- legal/compliance).
• Legal and compliance professionals engaged under the Company framework.

What

This proposal does two main things:

1. Names Treasury Subcommittee Designates (pre-formation only).
   They can start planning and preparation work but cannot move or control Company or DAO treasury funds under this proposal.

2. Releases a capped legal and compliance budget.
   Up to $150,000 in USDC is moved from the DAO treasury into a dedicated legal budget wallet to cover Company-facing legal and compliance work.

Where

• The vote happens in the DAO's on-chain Governance System.
• If the proposal passes, the governance system executes the on-chain transfer of the approved legal budget from the DAO treasury to the legal budget wallet. This proposal does not include a pre-published tx bundle; tx references will be recorded after execution.

Why

• To put a proper treasury subcommittee structure in place, as contemplated in the Company Agreement and Founding Charter.
• To let the Company, acting as a DAO, use its own treasury in an organized way, under clear delegated authority and limits set by members.
• To improve security and stability of Company Treasury Accounts as much as possible in a hostile environment (exploits, scams, and bad actors are a real risk).
• To fund the legal and compliance work needed to finish formation, keep filings current, and support safe governance going forward.

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1. Treasury Subcommittee Designates (pre-formation only)

What this part does

Names a small group of Treasury Subcommittee Designates with the skills to help design and prepare the future treasury setup.

• Lets them work on:
  • draft treasury policies and guardrails,
  • a second multisig / vault plan (signers, threshold, roles),
  • allowlists, limits, and incident-response playbooks,
  • checklists for service providers and infrastructure.

What they can see and share

• Some information about wallets, controls, and security will not be published to everyone, because that would increase risk to Company assets.
• Designates must sign a strict Treasury Subcommittee confidentiality undertaking before they see security-sensitive material (the "Undertaking").

What they cannot do under DP-00001

Under this proposal alone, Designates:

• cannot move or control DAO or Company treasury funds;
• cannot act as the live Treasury Subcommittee yet;
• cannot speak for, bind, or sign on behalf of the Company just because they are Designates.

Any real treasury authority only attaches later, after Company formation and only if a separate activation proposal (intended: DP-00003) is passed.

The proposed Designates are as follows:

Drew

Co-founder 01Resolved -- @drew_12011 / @01Resolved

A crypto native finance leader with nearly a decade in the space, from CFO-stints, to investor and advisor roles, Drew is now building 01Resolved which provides ownership coin treasury and decision market intelligence.

Usman

Founder Oro -- @theusmansal / @orogoldapp

Building onchain infrastructure for real-world assets -- starting with gold. A product-first builder with a bias toward shipping.

Kru

Co-founder Umbra Privacy -- @kru_tweets / @UmbraPrivacy

Design Graduate from IAAD, Torino. Building on Solana since 2022.

Kollan

Co-Founder MetaDAO -- @metanallok / @MetaDAOProject

Cyborg-level relentless execution across governance, capital formation, and early-stage funding.

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2. Legal and compliance budget (capped)

This proposal also:

• approves a capped legal and compliance budget of $150,000 (the "Legal Budget"); and
• moves up to that amount of USDC from the DAO treasury into a dedicated Legal Budget wallet specified in the Resolution text.

Key points:

• The amount is fixed and capped by this proposal. Any further legal or compliance budget in the future would need its own governance action.
• This proposal sets the team-sponsored proposal pass threshold to -300 bps, the non-team proposal pass threshold to +300 bps and the minimum stake threshold from 500k -> 1.5M to align with the other cohort DAOs.
• The $150,000 is intended to cover ongoing Company-facing legal and compliance costs while maintaining a buffer.
• These funds are restricted to legal, regulatory, and related compliance work and cannot be used for anything else.
• The work will be contracted across three firms: Morrison Cohen LLP, NXT Law, and GVRN.
• The purpose is to pay for legal, regulatory, and related work needed to: complete Company formation, keep the Company compliant with its filing and reporting duties, and support safe governance and treasury structures.

This summary does not describe individual invoices, providers, or specific workstreams. Those details may be handled under Company processes and, where needed, under confidentiality or privilege.

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3. Why a Treasury Subcommittee is needed

The Founding Charter creates a Company Treasury Subcommittee to manage Company Treasury Accounts "in the ordinary course of treasury management," within limits and policies adopted by members.

In plain terms, a Treasury Subcommittee is needed because:

• Good practice.
  A DAO of this size needs a small, focused group to handle day-to-day treasury mechanics, inside rules that everyone can see and vote on.

• Stronger oversight.
  The subcommittee operates only within a scope and limits that members set by Resolution. Proposals, policies, and caps come from governance; subcommittee members work inside those boundaries.

• Safer operations.
  There are real attackers in this space. A structured treasury subcommittee, combined with multisig controls and clear procedures, lowers the chance that a single mistake or a single compromised key can cause large losses.

• Delegated authority (with guardrails).
  Once activated in a later proposal, the subcommittee can carry out routine treasury actions (within caps and policies) without needing a full DAO vote for every small step, while still staying inside the rules members approve.

DP-00001 is the pre-formation step: it names the Designates and funds the legal and compliance work so the full structure can be finished and switched on safely later.

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4. SOP Registry and Operational Packs (how policies become real)

Good policy undergoes evolution in stages: drafting, iteration, adoption. Subcommittee members help author SOPs, the wider membership can review and weigh in, and the DAO ratifies the final versions through Futarchy votes via Operational Packs.

That is what SOPs (Standard Operating Procedures) are for:

• SOP Registry: the canonical place where Company-side procedural and security policies are recorded, versioned, and (when appropriate) ratified as governance instruments.

• Interim SOPs: the Head Steward or a Subcommittee (within its existing authority and scope) can adopt an SOP on an interim basis for immediate use.

• Operational Packs: later, SOPs are batched into an Operational Pack proposal and ratified by governance so the DAO can make them effective instruments with clear hashes/identifiers and an effective date.

DP-00001 does not bundle or ratify any SOPs yet. It introduces the framework so members know what is coming, and so Designates can start drafting policies in a controlled, auditable way.

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5. Three-step rollout (how this fits together)

The treasury and legal setup is being rolled out in three stages so members can see and vote on each part separately:

1. Step 1 – DP-00001 (this proposal).

   • Name Treasury Subcommittee Designates (pre-formation, no treasury authority).
   • Release the capped Legal Budget and move it to the Legal Budget wallet.
   • Introduce the SOP Registry + Operational Pack model (no SOPs adopted yet).

2. Step 2 – DP-00002 (planned).

   • Introduce a SOLO buyback framework.

3. Step 3 – DP-00003 (planned).

   • Confirm that the Company is formed.
   • Designate the second multisig / vault as an official Company Treasury Account under the Company Agreement.
   • Move an initial tranche from the main DAO treasury into that Company account and turn on delegated treasury authority for the live Treasury Subcommittee within agreed limits.

Each step will have its own proposal and vote. Where an execution bundle is published, it is recorded alongside the proposal history. Members can review each stage on its own merits.

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6. What DP-00001 does not do

For clarity, this proposal does not:

• turn the Designates into a live Treasury Subcommittee with authority to move Company Treasury Accounts;
• create or designate any Company Treasury Account on its own;
• adopt, ratify, or bundle any SOPs yet (those come later via Operational Packs);
• start SOLO buybacks or change voting thresholds (beyond the team-sponsored proposal pass threshold update described above);
• publish detailed wallet maps, runbooks, or security procedures; or
• authorize anyone to speak for or bind the Company outside the narrow roles set in the Company Agreement and future Resolutions.

Those future steps can only happen through later proposals (including DP-00002 and DP-00003) and must stay within the Company Agreement and applicable law.

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Links

• Full normative resolution text (controls if there is any conflict with this summary): DP-00001_MEM-full.md
• Compiled Company Agreement PDF: Company_Agreement_SOLOMON_DAO_LLC.pdf
• SOP: Order of Business for Operational Packs. Part of the Company Agreement, normative identifer SOP-00000: SOP: Order of Business for Operational Packs
• SOP-00001 (SOP Registry and Corporate Equivalency): SOP-00001: SOP Registry and Corporate Equivalency
• Proposal repository (canonical history + execution artefacts): https://github.com/SolomonDAOrg/dao-proposals
• SOP Registry (canonical): https://github.com/SolomonDAOrg/sop-registry

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Disclaimer (Governance Proposal; No Professional Advice).

This document is a governance proposal and governance communication. If adopted by the DAO through its governance mechanisms, it may become binding on the DAO and persons exercising authority under the Company Agreement to the extent provided in the Company Agreement and applicable law. This document does not constitute legal, tax, financial, or other professional advice. The author(s) are not acting as legal counsel to the DAO or any member or user. No attorney-client relationship is created.

You must obtain your own independent advice for your circumstances.