The Ж DAO Bylaws

Version: 1.0.1

Dated: 09-09-2025

Article 1 – Definitions and Descriptions

Section 1.1 – Definitions

DAO: Decentralized Autonomous Organization

Governance token: The governance token shall be defined as an ERC20 digital token, known by its formal designation as the “Ж Token”, with the ticker symbol “KULT”, and contract address “0x9999999999999d8b360c6985Db1a74A0f3B75E1b” on Base, which grants its holders the authority to participate in decision-making processes, vote on proposals, propose amendments, and contribute to the overall management and direction of the DAO.

Section 1.2 – Description

Ж is a decentralized, 100% community-driven and community-owned, art project about the meme, cat and crypto cultures, powered by the $KULT token and governed by the $KULT holders.

The Ж DAO foster the development and growth of the Ж project and token ecosystem. The DAO is owned and managed by the governance token holders.

Article 2 – Functions

The Ж DAO has the following functions:

• The Ж DAO provides the community with a framework to submit, discuss and vote on proposals pertaining to the governance token and its ecosystem, including changes and improvements to the Ж ecosystem and the ERC20 governance token contract.
• The Ж DAO is responsible for decision making processes such as electing and revoking representatives or making amendments to the bylaws (this document).
• The Ж DAO controls the Ж DAO Treasury, a fund dedicated to supporting activities that are beneficial to the Ж ecosystem, split into multiple multisig wallets.
• The Ж DAO oversees the Ж official website (https://kittykult.org) and social network’s accounts (e.g., @The_Kitty_Kult on Twitter and Telegram).

Article 3 – Membership

Section 3.1 – Membership

Membership in the DAO is automatically granted to anyone holding the governance token. No additional action is required. Participating in proposal submission, commentary and voting is restricted to the DAO members.

Section 3.2 – The DAO Committee

The DAO Committee is a group of five individuals who have been elected by the community to:

• Manage the DAO daily operations.
• Hold the keys of the DAO 3-of-5 multi-sig wallets. This multi-sig wallet owns the DAO Treasury.
• Set in motion the decisions taken by the DAO. The Committee is responsible for enacting any passed votes involving the Ж contract or the DAO Treasury.
• Oversee the proposal and voting processes, making sure community members produce compliant proposals, helping them to do so if necessary, and initiating the vote process once a proposal is finalized.
• Represent the DAO in discussions with third parties and (subject to any confidentiality restrictions) publish a report of the discussions to the DAO.
• Maintain access to the official DAO website and any social media accounts. They are responsible for elaborating and executing the token communication strategy, following the community formal decisions (through votes) and informal preferences (through consultations and discussions via the DAO communication channels).
• Take any emergency action required to guarantee the security of the Ж ecosystem. In case of a serious security event involving the Ж ecosystem that could be mitigated by a committee action, the Committee is allowed to act on its own and to take any necessary measure to mitigate the risk.

The Committee members have to KYC to the other Committee members. They can stay anonymous publicly, but their real identities must be known to each other.

The Committee is free to organize itself the way it estimates the most efficient to accomplish these goals.

As compensation for their duties, each Committee member may receive up to 68 (sixty eight) million $KULT per month, or up to $3,000 (three thousand) in $KULT, whichever is the smallest amount in $KULT. Each payment must be approved by at least 3 (three) Committee members.

Compensation can be rejected by the Committee if a Committee member is inactive or if their actions have been prejudicial to the DAO.

Section 3.2.1 – Reimbursement Process

Committee members may obtain a reimbursement of the gas fees they spent to operate the DAO's multi-sig wallet, one time every quarter. To obtain a gas fees reimbursement, a Committee member must provide a list of the transactions to the other Committee members and the total amount requested. The other Committee members must check if the claim is valid and can then proceed the reimbursement by transferring to the requestor an equivalent amount in $KULT, ETH or stablecoins from the DAO's treasury. The transaction must only be signed by Committee members other than the requestor. The reimbursement amount must be based on the ETH value of the gas fees.

Section 3.3 – The DAO Committee Election Process

The five DAO Committee members are simultaneously elected by the DAO for 1 year through a regular community voting process (see “the community proposal process” and “the community voting process” sections below).

The DAO Committee members can also be revoked through a regular DAO voting process.

Starting two months before the Committee mandate expires, every governance token holder can submit their candidacy as a committee member through a regular community proposal.

Two weeks before the Committee mandate expires, all the candidacy proposals are submitted to vote for one week.

Each voter can spread their voting power across any number of choices, from one to all. Their voting power will be divided between their chosen options according to how much weight they attribute to each option by increasing or decreasing the voting power fraction.

The first five candidates with the most votes get elected.

Once the new Committee has been elected, the current Committee has one week to proceed with the transition.

Section 3.3.1 – The first DAO Committee Election Process

For the first election, the current five Ж multisig operators are elected as the first DAO Committee members concurrently to the bylaws adoption, in a common vote.

To ratify this Constitution and to elect the first DAO Committee, an interim Committee is made from five Ж multisig operators with the sole purpose of organizing the Constitution ratification and the first DAO Committee election.

Section 3.4 – The DAO Committee Revocation Process

Any Committee member can be revoked through a community vote, which can be initiated by any governance token holder. A revocation proposal must follow the regular community proposal process with some additional requirements:

• The Committee must be composed of five members. If one member has already been revoked, the DAO must first elect a new Committee member before starting another revocation process. (This is needed to keep multisig wallets safe.)
• The proposal must be motivated with objective reasons that would potentially make the Committee member unfit for the role. (Not liking someone is not enough.)
• The date of the Committee members’ last election must have been more than 3 months ago.
• A previous revocation proposal for this Committee member must not have failed in the last 3 months.

The last two requirements do not apply if the revocation proposal comes from a committee member.

When a committee member is revoked, a new election process must be immediately started. Candidates get 3 (three) weeks to submit their candidacies. The vote lasts for 1 (one) week. The winning candidate is the one with the most votes. Committee members being elected thanks to a special election after a revocation, or a resignation will still have to participate in the next regular yearly election to keep their position.

Article 4 – Community Project Proposal Process

Any DAO senior member may initiate a DAO community proposal, also known as a Kult Improvement Proposal (KIP). A DAO senior member is defined as a DAO member who is among the top 1,000 (one thousand) holders or the top 50% (fifty percent) of holders, whichever criterion requires the higher minimum token amount. Once finalized, the proposal is submitted for a vote. To ensure that proposals are comprehensive, well-motivated, and implementable, certain rules must be followed when submitting a proposal.

Section 4.1 – The Proposal Template

A Kult Improvement Proposal must adopt the following template:

• Title: A concise title for the proposal.
• Abstract: a summary of the proposal. That must be as short and concise as possible. Two or three sentences.
• Motivation: a detailed argumentative presentation of the proposal objectives and why the DAO should adopt it.
• Implementation: a full and detailed list of the steps necessary to implement the proposal and associated needed resources.
• Timeline: any relevant timing details, including but not limited to start date, milestones, and completion dates.
• Total cost: the total cost of the proposal’s full implementation.
• Risk assessment: a thorough analysis of all the potentially negative consequences and risks for the DAO if the proposal was adopted, including but not limited to the impact on security and decentralization, the financial sustainability, the legal risks, the public image damages and the impact on existing or future partnerships.

The author should also add a “Counter-arguments, shortcomings and criticisms” section.

• Counter-arguments, shortcomings and criticisms: a list of the most important counter-arguments, shortcomings and criticisms identified by the author and/or raised by the DAO during the idea or drafting phases and how the author addresses them.

The author can add as many additional sections as necessary to fully communicate the intentions, specifics, and implications of the proposal.

Section 4.2 – The Idea Phase

The author of the proposal must first submit it as an idea on the DAO Idea forum. The idea does not have to follow the proposal template. The author must present their idea to the community to gauge community sentiment, to make sure the proposal can be implemented and to determine if there will be enough support for it to possibly pass.

To go to the drafting phase, an idea must be supported by at least 5 (five) DAO senior members. The idea phase must last at least 7 (seven) days. If an idea is supported by 10 (ten) senior members, it can go to the drafting phase after 3 (three) days. If an idea is supported by 15 (fifteen) senior members, it can immediately go to the drafting phase.

When the idea gets supported by five senior members, the author can proceed to the next phase. If an idea does not get the required amount of support after 7 days, the DAO would reject the idea. A rejected idea cannot be submitted to the DAO again for 1 month.

Section 4.3 – The Drafting Phase

During the drafting phase, the author must draft a fully compliant proposal, conforming to the proposal template. The author must post the proposal to the DAO proposal forum. The author is expected to answer any question asked by the community and to take into consideration the community desires and concerns, updating their draft accordingly.

The draft phase must last at least 14 days. After 14 days, if the draft gets supported by at least twenty senior members, the author can ask the Committee for their draft to be finalized into a proposal. The Committee can then ask the author to make additional modifications to comply with the DAO formal requirements or to address serious concerns identified by the Committee with the proposal. The author MUST address any formal requirements compliance issue (objectives rules set by the DAO to be followed) and SHOULD address concerns emitted by the Committee. If the Committee asked for modifications, the author has 30 days to submit an updated draft. If the Committee considers the updated draft still has outstanding compliance issues, they can ask one last time for changes.

Once the author has sent their final draft to the Committee, the Committee can reject it if the proposal does not comply with the formal DAO obligations previously presented to the author. Otherwise, the Committee must organize a vote for it as soon as possible. If the proposal directly conflicts with a proposal that is currently up for vote, the second proposal should not go for a vote until a decision is made on the first proposal to avoid approval of opposing requirements. If the author does not answer the Committee requests after 30 days, or if the proposal thread stays inactive for more than 30 days, the proposal gets rejected.

Once finalized and ready for a vote, the Committee must:

• Attribute a KIP number to the proposal. KIP numbers must be sequential.
• Create, or ask the author to provide them with, a PDF version of the complete final proposal and upload it to IPFS or similar immutable hosting solution. The IPFS URL must be included in the proposal description on the proposal voting platform.

A rejected draft cannot be submitted again to the DAO for 3 months.

Section 4.4 – Proposal Voting Phase

Ж DAO’s consensus mechanism aims to make voting fair, transparent, and low-cost, so every governance token holder can participate in the decision-making of the DAO. Snapshot has been chosen as the DAO’s voting tool as it does not require gas payment and ensures transparency. The voting process is as follows:

• The DAO Committee posts KIPs to Snapshot after ensuring that each one has gone through the correct approvals process.
• DAO members vote on Snapshot. One governance token is equal to one vote. The voting options are “In favor”, “Against”, and “Abstain.” Voting “In favor” means the voter is in favor of implementing the KIP exactly as-is. Voting “Against” means the vote is against implementing the AIP exactly as-is — you may vote “Against” to encourage the author to resubmit the KIP after making changes. “Abstain” means the voter has no opinion on the proposal.
• The voting period lasts for 5 (five) days.
• DAO members can delegate their vote through the Snapshot delegation feature.
• Only “In favor” and “Against” votes are considered. “Abstain” votes are ignored.
• Proposals that receive a majority of “In favor” votes compared to the “Against” votes are considered adopted and will move into implementation.
• Proposals that are rejected cannot be submitted again for 6 months.

Section 4.5 – Accelerated Drafting Phase

In case of a time-constrained situation where a proposal needs to be adopted under shorter delays, the author of a proposal draft may exceptionally ask to benefit from an accelerated procedure.

Accelerated drafts may go to the voting phase after 7 (seven) days instead of 14 once they have been supported either by:

• at least 30 (thirty) senior members
• at least 25 (twenty five) senior members including at least 3 (three) Committee members
• at least 20 (twenty) senior members including at least 4 (four) Committee members.

To ask for an accelerated draft process, the author of the draft must add an “Accelerated proposal” section to it before anyone supports it. If someone already supported the draft, the author must withdraw the current draft and publish a new one following the accelerated draft procedure to start a new vote for it. The publication date of the original proposal will still be used to determine how long the drafting phase has lasted according to Section 4.3.

The author must address the following questions in the “Accelerated proposal” section:

• Why does this proposal process need to be accelerated and what would be the consequences of it not being accelerated?
• Are there alternative solutions to using the accelerated procedure and why should the accelerated procedure be preferred to them?

If the proposal doesn’t gather the required support for an accelerated idea, its author may still go forward with it following the regular procedure if he gathers the required support for it according to Section 4.3.

Section 4.6 – Emergency Proposal

When promptly adopting a proposal could prevent the DAO or other people or entities from suffering serious damages, the Committee may vote to grant the "emergency" status to the proposal. The Committee vote must be public and at least 3 (three) Committee members must vote for it.

The proposal can directly go to voting once it is supported by either at least:

• 20 (twenty) senior members, including 3 (three) Committee members
• 15 (fifteen) senior members, including 4 (four) Committee members
• 10 (ten) senior members, including 5 (five) Committee members

An "Emergency proposal" section must be added to the final proposal by the Committee before the proposal is published for voting. It must address the following questions:

• Why has this proposal been declared an emergency by the Committee?
• What kind of serious damages would be caused to the DAO or to other people or entities if the proposal wasn't declared an emergency?
• What alternative solutions could mitigate these damages and why has the emergency status been preferred to them?

Proposal ideas may be granted the emergency proposal status as long as they fit the formal requirements in Section 4.1. Voting for emergency proposals must still last for 3 (three) days. The “emergency proposal” procedure can’t be used to amend the bylaws.

Section 4.7 – Extreme Emergency Proposal

The Committee may vote to grant an "extreme emergency" status to a proposal when there is a serious risk of unbearable damages being caused to the DAO or to other people or entities. The voting period for "extreme emergency" proposals is reduced to 48 hours. To do so, the Committee vote must be public and at least 3 Committee members must vote for it.

If at least 30 (thirty) senior members support the proposal, the voting period is shortened to 24 (twenty-four) hours.

An "Extreme emergency proposal" section must be added to the proposal. It must address the following questions:

• Why has this proposal been declared an extreme emergency by the Committee?
• What kind of unbearable damages would be caused to the DAO or to other people or entities if the proposal wasn't declared an extreme emergency?
• What alternative solutions could mitigate these damages and why has the "extreme emergency" status been preferred to them?

An extreme emergency proposal can go directly to the voting phase once they are supported by either at least:

• 20 (twenty) senior members, excluding Committee member, if 3 (three) Committee members supported the “extreme emergency” status
• 15 (fifteen) senior members, excluding Committee member, if 4 (four) Committee members supported the “extreme emergency” status
• 10 (ten) senior members, excluding Committee member, if 5 (five) Committee members supported the “extreme emergency” status

Once a proposal has been granted the "extreme emergency" status, it is considered as a brand new one. Previous votes for it must be ignored and the voting must start from zero. Proposal ideas may be granted the emergency proposal status as long as they fit the formal requirements in Section 4.1. The “extreme emergency” protocol can’t be used to amend the bylaws.

Article 5 – The DAO Communication Channels

Section 5.1 – Official Communication Channels at the Time of Bylaws Initiation

At the time of initiation of these bylaws, the Ж DAO has recognized and established the following communication channels:

1. The DAO website: https://kittykult.org
2. X: https://x.com/The_Kitty_Kult
3. Telegram: https://t.me/The_Kitty_Kult
4. Snapshot: https://snapshot.box/#/s:kittykult.eth

Section 5.2 Creation of Social Media Channels by DAO Members

Any DAO member may propose the creation of a new social channel for the purpose of communication, collaboration, and information dissemination. To propose a new channel, the member shall submit a detailed proposal outlining the channel’s intended purpose, platform, target audience, and management structure.

Section 5.3 Adoption of Social Channels as Official DAO Communication Tools

Upon approval of the proposal, the new social channel shall be officially recognized as an authorized communication tool of the DAO. The DAO governing body shall ensure the proper integration and promotion of the channel within the DAO’s existing communication infrastructure. The channel shall be subject to the DAO’s rules, policies, and procedures related to communication and member conduct, as set forth by these bylaws and any subsequent amendments.

Section 5.4 Management and Moderation of Social Channels

The management and moderation of the social channels shall be the responsibility of the proposing member, or a designated team of moderators appointed by the proposing member, in accordance with the management structure outlined in the approved proposal. The management and moderation team shall ensure that the social channel operates in compliance with the DAO’s rules, policies, and procedures and shall report any issues, suggestions, or concerns to the DAO’s governing body as necessary.

Section 5.5 Periodic Review of Social Channels

The DAO governing body shall periodically review and evaluate the effectiveness, relevance, and compliance of the social channel with the DAO’s rules, policies, and procedures. The governing body reserves the right to revoke official recognition of a social channel or implement channels to its management structure, should it be determined necessary for the betterment of the DAO, its members, and/or the Ж Ecosystem.

Article 6 – Precedence of the Constitution

For the avoidance of doubt, in the event of conflict between any mission and/or values statement(s) or other similar content or documents and this Constitution, then the terms, obligations and articles of this Constitution shall take precedence and apply.