Operating Agreement – Channelsdotbiz LLC (Wyoming DAO LLC)

Operating Agreement

Channelsdotbiz LLC (Wyoming DAO LLC)

Note: This business consists solely of Channels.biz. All other businesses and entities are the sole property of DUKE Worldwide Inc.

1. Formation

Channelsdotbiz LLC is a Wyoming DAO LLC formed pursuant to W.S. §17-31-101 through §17-31-115. It is structured to operate as a Decentralized Autonomous Organization (DAO) with on-chain governance and limited liability protections for its members.

2. On-Chain Governance & Voting

Governance decisions shall be made via on-chain voting using smart contracts deployed on a publicly verifiable blockchain. These decisions include but are not limited to:

• Budget allocation and treasury management
• Proposal approval and rejection
• Membership admission and removal
• Amendments to this Operating Agreement

All decisions passed by smart contract vote are legally binding and override any conflicting off-chain agreements.

3. Member Rights and Responsibilities

• Voting Rights: Each Member’s voting power is based on their DAO token holdings, as defined by the governing smart contract.
• Information Access: Members are entitled to view financial records, proposals, voting history, and blockchain activity through DAO dashboards and explorers.
• Responsibilities: Members must act in good faith, adhere to DAO protocols, and remain compliant with applicable laws.
• Compensation: Revenue is distributed in accordance with smart contract terms. Members receive rewards or dividends based on token-weighted participation.

4. Capital Contributions

Members may contribute capital in the form of cryptocurrency, tokens, or services. Contributions are recorded on-chain. No Member shall be obligated to contribute additional capital unless approved via DAO vote.

5. Withdrawals

Members may withdraw from the DAO by divesting their tokens or following DAO-approved exit mechanisms. Withdrawal does not relieve the Member of any prior obligations or liabilities to the DAO.

6. Distributions

Distributions of DAO earnings shall be made according to token-based ownership as defined by smart contract logic. Distributions are made in cryptocurrency or other agreed-upon digital assets.

7. Tax Treatment

Channelsdotbiz LLC is a pass-through entity. It does not pay federal income tax. Each Member is responsible for reporting their share of DAO income on their personal tax returns (Form 1040) using Schedule K-1s provided by the DAO’s accounting system.

8. Limited Liability

No Member shall be personally liable for the debts, obligations, or liabilities of the DAO. Liability is limited to each Member’s capital contribution and participation in DAO activities.

9. Dissolution

This DAO may be dissolved through a two-thirds on-chain vote. Upon dissolution, remaining assets will be distributed to Members based on token-weighted shares, and smart contracts will initiate shutdown protocols.

10. Dispute Resolution

All disputes arising under this Agreement shall be resolved through binding on-chain arbitration mechanisms where possible. If necessary, legal disputes shall be governed by the laws of the State of Wyoming.

11. Ownership Disclaimer

This Operating Agreement and the DAO (Channelsdotbiz LLC) apply exclusively to the operation and governance of Channels.biz. All other affiliated or non-affiliated businesses, brands, products, or services are the sole and separate property of DUKE Worldwide Inc.

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By participating in the DAO, each Member agrees to the terms set forth in this Operating Agreement.