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Terms Used In Utah Code 48-5-201

  • Administrator: means a person that is appointed in a manner specified in the by-laws to make decisions for specific, predefined operations of the decentralized autonomous organization. See Utah Code 48-5-101
  • By-laws: means the procedural rules and regulations that govern a decentralized autonomous organization and the interaction of the decentralized autonomous organization's members and participants. See Utah Code 48-5-101
  • Decentralized: means that decision-making is distributed among multiple persons. See Utah Code 48-5-101
  • Decentralized autonomous organization: means an organization:
         (6)(a) created by one or more smart contracts;
         (6)(b) that implements rules enabling individuals to coordinate for decentralized governance of an organization; and
         (6)(c) that is an entity formed under this chapter. See Utah Code 48-5-101
  • Dispute resolution mechanism: includes :
              (8)(b)(i) arbitration;
              (8)(b)(ii) expert determination; or
              (8)(b)(iii) an on-chain alternative court system. See Utah Code 48-5-101
  • Division: means the Division of Corporations and Commercial Code. See Utah Code 48-5-101
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Graphical user interface: means a publicly accessible interface through which a person interacts with computer software through visual indicator representations. See Utah Code 48-5-101
  • Legal representative: means an individual appointed in the manner specified in the by-laws of a decentralized autonomous organization to perform procedural functions off-chain on behalf of a decentralized autonomous organization. See Utah Code 48-5-101
  • Member: means a person who has governance rights in a decentralized autonomous organization. See Utah Code 48-5-101
  • Organizer: means a person that submits the certificate of filing as required in Section 48-5-201. See Utah Code 48-5-101
  • Permissionless blockchain: means a publicly distributed ledger that allows a person to transact and produce blocks in accordance with the blockchain protocol, in which the validity of the block is independent of the identity of the user. See Utah Code 48-5-101
  • Person: means :
         (24)(a) an individual;
         (24)(b) an association;
         (24)(c) an institution;
         (24)(d) a corporation;
         (24)(e) a company;
         (24)(f) a trust;
         (24)(g) a limited liability company;
         (24)(h) a partnership;
         (24)(i) a political subdivision;
         (24)(j) a government office, department, division, bureau, or other body of government; and
         (24)(k) any other organization or entity. See Utah Code 68-3-12.5
  • Public address: means a unique, durable identifier that an individual can transact with on a permissionless blockchain. See Utah Code 48-5-101
  • Public forum: means a freely accessible online environment that is commonly used for the exercise of speech and public debate. See Utah Code 48-5-101
  • Quality assurance: means a security review of the software code of the decentralized autonomous organization in accordance with industry standards. See Utah Code 48-5-101
  • Redeem: means to exchange a token for the value that the token represents. See Utah Code 48-5-101
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
     (1)(a) One or more persons may act as organizers to form a decentralized autonomous organization by delivering to the division for filing a certificate of organization.
     (1)(b) At least one of the organizers of a decentralized autonomous organization shall be an individual.
(2)

     (2)(a) A certificate of organization shall provide:

          (2)(a)(i) the name of the decentralized autonomous organization, which shall comply with Section 48-5-105;
          (2)(a)(ii) the name of an organizer that is an individual;
          (2)(a)(iii) the street and mailing address of the organizer described in Subsection (2)(a)(ii);
          (2)(a)(iv) the name and address of the legal representative; and
          (2)(a)(v) the information required by Subsection 16-17-203(1).
     (2)(b) An organizer may request that the information provided in Subsections (2)(a)(ii) and (iii) is redacted by the division before any public disclosure of the filing.
(3) A decentralized autonomous organization shall submit evidence to the division in a form required by the division that the decentralized autonomous organization has complied with the following requirements:

     (3)(a) the decentralized autonomous organization is deployed on a permissionless blockchain;
     (3)(b) the decentralized autonomous organization has a unique public address through which an individual can review and monitor the decentralized autonomous organization’s transactions;
     (3)(c) the software code of the decentralized autonomous organization is available in a public forum for any person to review;
     (3)(d) the software code of the decentralized autonomous organization has undergone quality assurance;
     (3)(e) the decentralized autonomous organization has a graphical user interface that:

          (3)(e)(i) allows a person to read the value of the key variables of the decentralized autonomous organization’s smart contracts;
          (3)(e)(ii) allows a person to monitor all transactions originating from, or addressed to, the decentralized autonomous organization’s smart contracts;
          (3)(e)(iii) specifies the restrictions on a member‘s ability to redeem tokens;
          (3)(e)(iv) makes available the decentralized autonomous organization’s by-laws; and
          (3)(e)(v) displays the mechanism to contact the administrator of the decentralized autonomous organization;
     (3)(f) the governance system of the decentralized autonomous organization is decentralized;
     (3)(g) the decentralized autonomous organization has at least one member;
     (3)(h)

          (3)(h)(i) there is a publicly specified communication mechanism that allows a person to contact the registered agent of the decentralized autonomous organization and provide legally recognized service; and
          (3)(h)(ii) a member or administrator of the decentralized autonomous organization is able to access the contents of this communication mechanism; and
     (3)(i) the decentralized autonomous organization describes or provides a dispute resolution mechanism that is:

          (3)(i)(i) binding on the decentralized autonomous organization, the members, and participants of the decentralized autonomous organization; and
          (3)(i)(ii) able to resolve disputes with third parties capable of settlement by alternative dispute resolution.
(4) Notwithstanding the requirements of Subsection (3)(e)(iv), a decentralized autonomous organization may redact sensitive information from the by-laws before making the by-laws available, if those redactions are necessary to protect the privacy of individual members or participants in the decentralized autonomous organization.
(5) A decentralized autonomous organization is formed when the decentralized autonomous organization’s certificate of organization becomes effective and the decentralized autonomous organization submits the evidence required in Subsection (3).
(6) Upon formation, the decentralized autonomous organization shall have limited liability, subject to the provisions of Section 48-5-202.