Authors and contributors
Orange Pill Ltd (a service provider to the current DAO-adjacent Purpose Trust structure).
Status
This proposal is currently subject to discussions and the Beam community is invited to share their views on the proposal - see in particular the points specifically requesting community input. The proposal will be followed up by a Snapshot vote and the link will be posted here when available.
Summary
Although the Beam network and BEAM token launched back in Q3/Q4 2023, some of the key external facing project-related sites, documentation, DAO-adjacent entities, etc. of Beam have retained Merit Circle (âMCâ) references or branding. This proposal builds further on MIP-27, MIP-28 and MIP-29, and seeks BEAM tokenholdersâ approval to complete the transition away from the MC identity and towards the Beam identity.
First, the completion of the transition will involve rebranding of all remaining Merit Circle community dedicated sites, social media handles and other external brand assets. Second, the current governance forum will be replaced with a new âBeam Governance Forumâ and the DAO governed by BEAM tokenholders will be referred to as Beam DAO. Third, the Constitution will be updated to reflect the Beam identity more clearly. Fourth, an entity named Beam Foundation will replace the MC Purpose Trust as the primary DAO-adjacent entity, and the governing documents of the Beam Foundation will enable certain checks and balances on the Beam Foundation and its subsidiaries via BEAM governance.
The predominant reason for these proposed steps is to ensure unity around the branding and strategic direction of Beam. A consolidated brand identity enhances marketing effectiveness and engagement, making it simpler to attract new members and users. With the Beam Foundation, the objective is to create an entity structure compatible with smart contract-based governance, and that is transparent and accountable to the Beam community.
Specification of the proposal
The Beam mainnet and BEAM token were launched on 14 August 2023 and 26 October 2023, respectively. Since the replacement of the MC token with the BEAM token, there has not been a compelling reason for the project to continue bearing the MC name. Our impression is that the two names seem to cause confusion for newcomers to the Beam ecosystem rather than provide any branding benefits. We therefore propose sunsetting the MC name and making a concerted shift to the Beam branding and identity at the community level, resulting in the changes specified in the sections below.
1. Changes to Community Sites, Social Media Handles, Documentation, etc.
Multiple community-related sites, social media handles, documentation and other similar means of communication still maintain MC references and, at times, Beam and MC seem to be used interchangeably. This is inconvenient from a marketing perspective and causes friction in the onboarding of new Beam ecosystem participants (e.g., new tokenholders and/or Beam network users). The proposed changes would include the following:
- The community site meritcircle.io will be replaced with a Beam branded site as the main community site.
- The MC Gitbook will be wound down and the Beam project related documentation will be compiled at https://docs.onbeam.com/ or another Beam themed domain (the âBeam Docsâ). The parts currently covered in the MC Gitbook, but not in the Beam Docs, will be added to the Beam Docs. The intention is to cover all key aspects pertaining to Beam in the Beam Docs, and make the material easily accessible and readable - both for newcomers and existing stakeholders that want to dive deeper into the ecosystem. This is intended to be done by adding new sections specifically explaining the attributes of the BEAM token (including info about its use cases) and a âGovernanceâ specific section. Tech-related info about Beam protocols and the Beam network will remain in distinct sections. A user would then be able to easily filter and maneuver through the various topics the user wants to read about - in one cohesive place. The Beam Docs are open-source and hosted via Github, and anyone will be able to suggest changes to the documents, which makes the editing process increasingly decentralized compared to the current Gitbook solution.
- The X (Twitter) account handle MeritCircle_IO will be renamed to something related to Beam.
- The project Telegram group and other official project social channels will carry Beam branding instead of MC.
2. Beam DAO, Governance Forum and Voting
The DAO is currently governed by input from BEAM tokenholders. Since BEAM is used as a governance token and also the native token of the Beam network, it is sensible to refer to any DAO as âBeam DAOâ, rather than âMC DAOâ.
As an extension of this concept, the current MC governance forum is proposed to be replaced with a new Beam Governance Forum. However, the introduction of the Beam Governance Forum will not affect historical governance decisions.
We propose that the Beam Governance Forum should be Beam themed and include certain new features compared to the current MC governance forum, such as requirements to hold a certain number of BEAM tokens to post proposals and otherwise interact with the forum as follows:
- 25,000 BEAM required to post a proposal on the Beam Governance Forum.
- 1 BEAM required for other interactions on the Beam Governance Forum (commenting and posting other types of threads than a thread in the proposal category).
- Access to the Beam Governance Forum will not be token gated (i.e. anyone can view it).
The intention behind the token gating is to ensure that participants that have âskin in the gameâ are the only ones able to carry out certain actions in relation to governance, such as posting proposals. Any person meeting the relevant criteria will then be able to post a proposal in a permissionless manner, i.e. without having to go through the current pre-approval process by a moderator. Although this increases the chance of spam activity on the forum, the token gating features are meant to mitigate this risk. For a proposal to pass, it would still have to go through the conventional proposal process and obtain the requisite number of âForâ votes. Additionally, moderators will oversee that the posts on the forum are made in accordance with the relevant rules and guidelines.
Finally, the current MC Snapshot is proposed to be replaced by a Beam Snapshot, with MIPs being referred to as BIPs (Beam Improvement Proposals) going forward. We are suggesting that the proposal posting process is decentralized so that anyone can post a proposal, but only if the account/wallet holds at least 750,000 BEAM. The intention is to reduce the need to rely on certain persons to push forward proposals. The token ownership requirement is meant to mitigate the risk of spam proposals and to ensure that proposals come from persons that actually own BEAM tokens. An admin will be entitled to take down a proposal that is posted in contradiction of the applicable rules.
The above mentioned steps are in our view logical steps that pave the way nicely for future implementation of onchain governance.
Request for input from the community:
A. Would you like to see that posting of proposals on the governance forum is token gated? If yes, how many BEAM should be required to post a proposal?
B. Would you like to see access to the governance forum (including only to read it) or any other interaction apart from posting a proposal (such as posting a comment) being token gated? If yes, how many BEAM should be required to access it or to interact with it?
C. Would you like to see that posting of proposals on Snapshot is made permissionless and only subject to a person having to hold a specific number of BEAM? If yes, how many BEAM should be required?
3. Constitution Changes
The current version of the Constitution was adopted via MIP-25. Since MIP-25, many things have changed around the Beam network, BEAM token and other Beam protocols (such as the introduction of BeamSwap). With the proposal to use the Beam Foundation (see section 4 below) as a DAO-adjacent entity, various changes would be made to make the Constitution compatible with the governing documents of the Beam Foundation. The most notable changes are:
- The new proposed version of the Constitution is trimmed down to mainly focus on the proposal process, while the Beam Foundation governing documents cover the (DAO-adjacent) business related matters. The governing documents of the Beam Foundation (in particular, the Bylaws) should be read in conjunction with the Constitution. This would make the Constitution much shorter in length and easier to read through.
- References to MC would be replaced with Beam.
- As the new governance forum and Snapshot would (possibly, ref. above) include token gating features, only persons with âskin in the gameâ would be allowed to post proposals. In connection with this, a proposal would not need to be approved by a site moderator before being posted. Due to there being no pre-approval process (just subsequent forum checks that the proposal doesnât include hate speech or similar), there will be no strict rules as to how a proposal must look. Instead, there will be guidelines that are recommended to be followed for a successful proposal. For example, a proposal lacking key information about what it entails will likely have a lower chance of being approved. As part of this, the governance forum poll feature will just be optional to use by the author of the proposal and not determinative of whether a proposal should proceed to a vote or not. This change is meant to further decentralize the proposal process. In the future, with a view towards onchain governance, one could introduce a mechanism that requires a person to âstakeâ their tokens in order to put forward a proposal (if the proposal passes, tokens would be reclaimable with a reward, but if the proposal doesnât pass, the tokens would be burnt).
- Since the Constitution was adopted, we have seen community members express that the proposal process can seem too long and slow at times. We therefore propose to shorten the proposal process so that proposals can be put up to a vote as early as 2 days after a proposal is made. Further, the voting period shall last for at least 2 days (can be longer if decided by the author of the proposal), meaning that a proposal can be wrapped up within 4 days in total. These timelines now apply to all types of proposals (see however request for community input about this below).
- The quorum threshold is suggested to be set at 1% of the total circulating supply of BEAM as of the date of this proposal being posted, and shall be updated at the end of each quarter (however with the first update to be made on 31 December 2024). Further, for a proposal to pass, it requires more than 50% of the votes cast to be in favor of it.
- Proposals requesting BEAM governance approval in relation to substantially the same subject matter will be subject to a 6-month cool-down period. In case of future introduction of onchain governance with the requirement to âstakeâ the tokens before posting a proposal, this cool-down period might not be relevant, as a negative proposal would result in a loss of tokens (self-regulating system where it doesnât make economical sense to propose the same subject matter).
The revised version of the Constitution is attached here for anyone to review and provide comments to. If this proposal passes, the metadata of the Constitution will be updated to reflect the changes onchain.
Request for input from the community:
A. What should be the minimum discussion period before a proposal can move to a vote?
B. What should the minimum proposal voting period be?
4. Beam Foundation
A. Overview of the Beam Foundation
The Beam Foundation is a memberless non-profit foundation based in the Cayman Islands, dedicated to the objectives set out in its governing documents, including the decentralization, adoption and security of the Beam ecosystem. It has a mission to make the Beam ecosystem a home for all the gaming needs of users, where users can interact with game related blockchain elements and other applications in a frictionless and user-friendly manner. It being memberless means that there are no âownersâ of it, making it compatible with crypto values, such as decentralization. As it has no members (shareholders) and is non-profit, it cannot distribute dividends - any assets it owns may be deployed solely towards furthering the growth and development of the Beam ecosystem in accordance with the scope set out in law and its governing documents.
The formation of the Beam Foundation is inspired by the ideas set out in this article about âBORGsâ (see also MetaLexâs ongoing work on âBORGâ formation). DAO-adjacent entities, such as the Beam Foundation, enable a DAO to simply be a DAO, while pushing the largest liability vectors (which would be business activities) to limited liability entities that are able to comply with regulations, including tax laws. Beam DAO and tokenholders wonât be controllers or managers of the Foundation group (the entities are sovereign), but through governance mechanisms, they will have certain veto and co-approval powers in relation to key topics.
All governing documents of Beam Foundation will be kept up to date and public for the community to review at all times. The current versions are attached below:
- Bylaws (the multisig participation agreement is included as an appendix to this document)
- Memorandum of Association
- Articles
The shift from the MC Purpose Trust to the Beam Foundation can be implemented imminently.
B. Why Foundation Entity
The key reasons for making the change from the purpose trust structure can be summarized as follows:
- The current purpose trust is registered in Gibraltar, where licensed trustees can operate assets as trustees. The trust is not a separate legal entity and any contracts need to be entered into by the trustee or a subsidiary owned by the trustee. This brings certain operational inefficiencies and potential legal risks on the trustee. The Beam Foundation is a legal entity set up under the laws of the Cayman Islands. As a foundation, it can be a counterparty to contracts, enter into legal agreements, and hold assets in its own right.
- As the Beam Foundation is memberless, there are no âownersâ, meaning there is no one who can unilaterally change the rules. Proposed changes to the rules can be vetoed via BEAM governance. This allows the Beam Foundation to operate in accordance with community-aligned purposes, and not have any upside accruing to a smaller stakeholder group.
- A foundation entity as proposed provides a larger degree of optionalities and generally better sticks to the cypherpunk ethos of decentralization, autonomy and trust-minimization, compared to the current purpose trust structure. Given the flexibility and potential for transparency in the operations of such foundations, there are many ways to grow and develop BEAM governance to impose checks and balances on it - via both on-chain and off-chain mechanisms. The governing documents linked above are constructed to accommodate for novel smart contract based checks and balances.
- Cayman Islands is a leading crypto jurisdiction with a robust regulatory environment and a commitment to encouraging crypto endeavors. It has a large ecosystem of experienced service providers with a forward looking view towards crypto and the broader digital assets ecosystem.
- Limited liability for directors and service providers (including multisig signers) of the entity (except in the event of fraud, crime, or the knowing/intentional or grossly negligent breach of the rules). Note that the Bylaws of Beam Foundation include a form of multisignature participation agreement which needs to be signed by each multisig signer of the Foundation group.
- Tax neutral status within the Cayman Islands.
C. What Activities will the Beam Foundation Group be Involved In?
In addition to replacing the MC Purpose Trust, the following activities are intended to be channeled via the Beam Foundation directly or a wholly owned subsidiary for the benefit of the Beam ecosystem:
- Holding of certain Beam related IP currently held through the Purpose Trust structure or that might be developed through the structure. This will include the Beam name, logos and trademarks, and copyrights to Edenhorde artwork and the Beam Companion app. Generally, Beam Foundation group will work to develop open-source technology that can be used for the greater good of the Beam ecosystem.
- Venture activities.
- Grants program (see in particular section 5 of the Bylaws).
- Contribute to a variety of software development activities, together with other builders in the Beam ecosystem.
- Hosting of frontends relating to Beam protocols, social media and project channels, Telegram and Discord) and newsletters (Substack and Medium).
D. The Relation Between Beam Foundation and Beam DAO
The Beam Foundation offers a complementary solution to the Beam DAO and enables the Beam DAO to simply be a DAO. The DAO is thus enabled to be fully decentralized and autonomous, allowing DAO-adjacent business to be conducted via incorporated legal entities.
The Bylaws mandate certain checks and balances on the Beam Foundation group for the purpose of holding the Beam Foundation group accountable, as follows:
(a) On-chain: If applicable, by use of certain programmatic, smart contract-based features, Beam DAO can give onchain feedback to, and provide onchain vetoes against, certain decisions by the Beam Foundation or a wholly owned subsidiary of it.
(b) Off-chain: By (i) limiting the scope of operation of the Beam Foundation group (i.e., the Beam Foundation group can only operate within the parameters set out in the Bylaws and other documents referred to in the Bylaws), (ii) having a co-approval right in relation to, and vetoing against, certain decisions by the Beam Foundation or its wholly owned subsidiaries, or (iii) enabling tokenholders to seek enforcement of certain actions against the Beam Foundation, its wholly owned subsidiaries or their directors, officers or multisig signers via an Emergency Supervisor in case of an adverse event (as defined in the Bylaws).
(c) Transparency: By requiring the Beam Foundation to publish and keep publicly available its governing documents, reports (such as quarterly and annual treasury reports) and other information.
See in particular section 3 of the Bylaws covering checks and balances and accountability on the Beam Foundation group. What is proposed relating to checks and balances will surely not be the âfinal formâ, as blockchain related technology will develop and regulations will change. The aim will be to further decentralize the Beam ecosystem.
It must be highlighted that the Beam Foundation group will not be involved in all development activities pertaining to the Beam ecosystem. For instance, anyone can of course build within the Beam ecosystem in a variety of ways (no game needs to ask permission to deploy there), and in case of implementation of onchain governance, Beam DAO can directly govern the upgradeability and change of certain mutable smart contract features of certain Beam protocols, without the Beam Foundation group necessarily being involved (e.g. BeamSwap).
E. Overview of Key Beam Foundation Positions
Below follows an overview of the key positions of the Beam Foundation:
Directors: A Foundation company must have at least one director that will manage the entity. Directors may engage independent contractors and other service providers for the Beam Foundation, such as multisig signers. The Beam Foundation will be serving as the sole director of any wholly-owned subsidiaries, making the Beam Foundation directors âindirectâ directors of the wholly-owned subsidiaries. See sections 2.5 and 3.3 (b) of the Bylaws.
Supervisor: Foundation companies are required by law to have a statutory supervisor (similar to an âenforcerâ in the current purpose trust). The Supervisor has a duty to the Foundation to ensure that its rules are enforced and can hold the director(s) liable for any misconduct. See section 2.6 of the Bylaws.
Emergency Supervisor: Cayman law allows the appointment of an âEmergency Supervisorâ via BEAM governance, to oversee the Foundation in adverse situations. For instance, if the directors or multisig signers use the Beam Foundation for self-dealing or any other fraudulent purpose, then an Emergency Supervisor can be appointed via BEAM governance to take enforcement actions against the relevant persons involved. See section 3.5 of the Bylaws.
Motivation
In addition to whatâs stated above, the proposal is motivated by the idea of creating a stronger and more unified brand identity and strategic direction for Beam. A single, strong brand identity can drive more effective marketing and engagement efforts, which makes it easier to attract new members and users.
With the Beam Foundation, the motivation is to create a DAO-adjacent entity structure that is compatible with smart contract based governance and that is both transparent and accountable to the Beam community.
Rationale
The rationale for the proposal is already covered in the above sections.
Copyright
Copyright and related rights waived via Creative Commons CCO.