DIP-14: Updates to DAO Byelaws and Transfer of Operating Funds to the Foundation
Preamble
dip: 14
title: Amendments to DerivaDAO Foundation Bye-laws and Transfer of Operating Funds to the Foundation
author: DerivaDEX Ltd.
discussions-to: [https://forum.derivadex.com/t/dip-14-updates-to-dao-byelaws-and-transfer-of-operating-funds-to-the-foundation/73]
status: Proposed
type: Hybrid Proposal (Corporate and On-chain)
created: [2026-06-15]
DerivaDEX Upgrade Proposal #14
Decision Requested
Approve and authorise the adoption of the amended and restated DerivaDAO Foundation (the “Foundation Company”) bye-laws, including amendments to (i) acknowledge and incorporate DerivaDEX Bermuda Ltd. as a wholly owned subsidiary of DerivaDAO Foundation and (ii) reflect within the bye-laws the Security Council Charter amendments previously approved by the DAO pursuant to DIP-13.
In connection with the foregoing, also approve and authorise the transfer of certain DAO-held stablecoin assets to the Foundation wallet to fund the Foundation’s continued operations.
Summary
This proposal is a limited governance amendment.
It updates the bye-laws to reflect the existence and role of a newly incorporated, wholly owned Bermuda operating subsidiary, and to incorporate into the bye-laws the Security Council Charter amendments previously approved by the DAO pursuant to DIP-13. No other governance mechanics are intended to be changed by this proposal.
Alongside these bye-law amendments, this proposal also authorises a transfer of DAO-held stablecoin assets to the Foundation to support its continued operations, as described under “Transfer of DAO Funds to the Foundation” below.
The Security Council Charter amendments referenced herein were previously approved by the DAO under DIP-13. Because those amendments must also be reflected in the Foundation’s bye-laws, this proposal seeks DAO approval of the amended and restated bye-laws that incorporate those previously approved Charter amendments. This proposal does not seek to reconsider the substantive Charter changes approved under DIP-13.
No other amendments to the Foundation Company’s governance framework are intended by this proposal.
The purpose of these amendments is to ensure that the Foundation’s governance documentation accurately reflects the Foundation’s current operating structure and the oversight and consultation framework already approved by the DAO.
Proposer
DerivaDEX Ltd. submits this proposal to the DerivaDAO in its capacity as a proposer, subject to all applicable DAO governance procedures.
Key Updates and Changes
Addition of the Bermuda Subsidiary
The bye-laws are amended to define and include “Bermuda Subsidiary” as DerivaDEX Bermuda Ltd., a Bermuda exempted company and wholly owned subsidiary of the Foundation Company.
The definition of “Subsidiary(ies)” and related provisions are updated to reference both subsidiaries, including the BVI Subsidiary and the Bermuda Subsidiary.
Purpose of the Bermuda Subsidiary
The bye-laws are amended to reflect that the Foundation Company incorporated the Bermuda Subsidiary for the purposes of operating as a digital asset derivatives exchange provider and a digital asset service vendor.
Security Council Charter Amendment
The bye-laws are amended to reflect and incorporate the Security Council Charter amendments previously approved by the DAO pursuant to DIP-13.
No substantive changes to the Security Council Charter are being proposed under this DIP. This proposal solely updates the bye-laws to align with and reflect the outcome of DIP-13.
Transfer of DAO Funds to the Foundation
To support the Foundation’s continued operations, this proposal also authorises the transfer of DAO-held stablecoin assets from the DerivaDEX protocol to the Foundation wallet. Specifically, the DAO will transfer its cUSDC holdings of 23,955,700.80224715 cUSDC (~$606K USDC) together with 400,000 USDC to the Foundation.
These funds are intended to support the Foundation’s ongoing operating costs. The transfer moves existing DAO-held assets to the Foundation and does not alter the protocol’s governance mechanics.
Technical Considerations
This is a corporate governance documentation update accompanied by an on-chain treasury transfer. It does not modify Protocol smart contracts and does not constitute a code upgrade.
The transfer of DAO-held stablecoin assets to the Foundation is carried out on-chain through standard token transfers authorised by this governance proposal. It involves no changes to Protocol smart contracts, voting thresholds, or governance mechanics.
Any operational or technical changes that may occur in connection with the Bermuda Subsidiary’s activities remain subject to applicable governance processes and any future DAO proposals where required.
Community and Stakeholder Impact
These amendments improve clarity regarding DerivaDAO Foundation’s operating structure and the governance framework by ensuring the bye-laws accurately reflect the incorporation of the Bermuda Subsidiary, and the Security Council Charter amendments previously approved by the DAO under DIP-13.
Communication Channels
The status of this proposal, along with updates and progress, will be shared through DerivaDEX’s communication channels, including X (Twitter), email, and Telegram announcements.
Deployment and Risks
Deployment Plan
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This proposal is expected to be submitted for governance approval on or around June 15, 2026.
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Upon passage, this DAO Resolution shall authorise the directors of DerivaDAO Foundation to approve, adopt, and implement the amended and restated bye-laws by director resolutions, and to take any ancillary steps required to update the Foundation’s corporate records.
Risk Considerations
This proposal does not introduce new on-chain governance mechanics, modify existing voting thresholds, or change Protocol smart contracts.
The proposal is limited to updating and regularising DerivaDAO Foundation’s governing documents so that they accurately reflect the Foundation’s current operating structure and the Security Council governance framework previously approved by the DAO.
No material governance risk is expected to be introduced by this proposal.
Conclusion
This proposal requests DAO approval of the amended and restated bye-laws of DerivaDAO Foundation.
The proposed amendments are limited to:
(i) recognising and integrating DerivaDEX Bermuda Ltd. as a wholly owned subsidiary of DerivaDAO Foundation; and
(ii) incorporating into the bye-laws the Security Council Charter amendments previously approved by the DAO pursuant to DIP-13.
This proposal also authorises the transfer of DAO-held stablecoin assets (23,955,700.80224715 cUSDC (~$606K USDC) and 400,000 USDC) to the Foundation wallet to support its continued operations.
Upon approval, the DAO authorises the directors of DerivaDAO Foundation to adopt and implement the amended and restated bye-laws and to complete the related corporate governance formalities.