# Organization

# How is The LAO structured?

The LAO is organized as a Delaware limited liability company.

The rights and obligations of The LAO members are set forth in an operating agreement (which will be provided when you are verified to contribute to the LAO) and are supplemented by the Delaware Limited Liability Company Act. YOU SHOULD RETAIN YOUR OWN COUNSEL FOR PURPOSES OF EVALUATING WHETHER TO JOIN THE LAO AS A MEMBER.

At its core, The LAO will be member-managed and rely on a DApp and related smart contracts to facilitate investments into projects using digital assets.

Unlike The DAO, which was arguably an implied partnership that provided members with limited legal protection, The LAO's operating agreement expressly limits the members' liability and limits any fiduciary obligations amongst members, in each case, to the extent permitted by applicable law.

The LAO will rely on a service provider (initially, OpenLaw) to facilitate various administrative functions on behalf of the members, including preparing and sending annual K-1 tax forms, updating and maintaining the DApp, validating information related to projects selected for investment, and handling other interactions that may come up during the lifetime of The LAO (e.g., receiving the proceeds from the sale of securities in fiat and converting them to a digital asset for distribution to members). For these services, the service provider will receive a fee, pursuant to a schedule outlined here.

The LAO's operating agreement was prepared by OpenLaw's outside counsel.

# Will members enjoy limited liability?

As set forth in the operating agreement, and except as otherwise provided under Delaware law, no member (or former member) of The LAO will be liable for the obligations of The LAO for any amounts in excess of the amount of the member's contributions to The LAO, plus:

  • the member's share of the undistributed profits of The LAO, if any; and

  • any amounts distributed by The LAO to such member.

# What are the fiduciary obligations between members?

To the fullest extent permitted by applicable law, members shall not have any fiduciary duty to The LAO or any other member. Under the operating agreement, members agree to interact in good faith and to engage in fair dealing.

# Can members make separate investments in or provide services to projects that receive investments from The LAO?


# Can members vary the operating agreement or the ways in which The LAO operates?

The terms and provisions of the operating agreement may be amended if 50% or more of The LAO members, or their delegates, vote to approve the amendment. Voting will be based on the number of LAO Units held by the members at the time of the vote.

# What are the tax issues with The LAO?

Each member of The LAO must rely on the member's own tax and legal representatives as to the tax consequences of joining The LAO or making investments through The LAO.