Cere Network DAO · Swiss Association (Verein)

Responsibilities & Risk-Exposure Briefing

A clean, deliberately kosher governance vehicle for the Cere Protocol.
Prepared forFrancois & Thijs
Date9 July 2026
SeatBaar, Zug · CH
RegistryZefix 1671449
The entity02 / 05

A governance layer, cleanly stood up

Legal form
Not-for-profit Swiss Association under the Civil Code — governs the Cere Protocol & Data Cloud, powered by $CERE holders.
Two bodies
General Assembly (supreme — 1 member, 1 vote) & Governance Committee (executive: President + directors).
Legitimacy posture
Deliberately “most-kosher” setup. Prior German directors were exacting — every requirement met, and that rigor carries forward.
Legacy
Cayman Foundation · BVI
one-time funding · “pass the torch”
Governance + treasury buffer
Cere Network DAO
You govern here
funds & mandates
Operating C-Corps
Cerebellum Inc. · CEF.AI
Responsibilities & mandate03 / 05

Who holds authority — and who signs for what

General Assembly
Supreme body · quarterly
Amends the Articles Approves financials & budget Allocates treasury ⅔ vote for core changes
Governance Committee
Executive · directors
Runs operations Sets protocol parameters Signs for the association Duties: care · loyalty · fiduciary
Signing authority — the flow of funds
Token issuance party
Interdata Network
token flow
Governance + treasury
Cere Network DAO
transfers
Operating
Cerebellum · CEF.AI
Transfer agreements signed off by Rocky. Any spend >10% over budget needs a supplementary board resolution; directors file a disclosure of interest.
Risk exposure04 / 05

Where it's exposed — and how each is held

4contained /
monitored
2open
decisions
Regulatory · AMLA3.1
Token flows could trigger financial-intermediary status under Swiss AMLA.
Held: AMLA memo + MLL “non-FI” opinion; monitor ~CHF 50k / 20-client thresholds.
In place · ongoing
Director liability3.2
Breach of care/loyalty or tax neglect is personally attributable.
Held: Art. 7.4 indemnity; reserve (CHF 250k) or D&O; KYC; signing limits.
Decision open
Treasury & solvency3.3
Bankruptcy-trigger risk under Swiss law.
Held: dual treasury; ≥6-mo reserve; multisig control; quarterly recon.
Framework set
Tax3.4
VAT, income & cost-plus treatment; director-salary AHV.
Held: VAT exemption + rulings via MLL; Fineac books; Dec audit test.
Rulings finalising
Succession3.5
Legacy language has the DAO inheriting foundation duties.
Position: one-time funding only — assets received, not pre-existing liabilities.
Clean break to assert
Litigation3.6
DAO used as a buffer insulating the operating entities.
Watching: Cere v. Wang · Goopal v. Cere · Qu v. Jin.
Monitored
Where things stand05 / 05

Already in place — and the short list still open

7artifacts
in place
4items
open
Compliance artifacts in place
Open items · Fred & Martijn
  • Director-liability shieldConfirm Art. 7.4 enforceability; reserve vs D&O — MLL recommendation outstanding.
  • Multisig mechanicsDAO-treasury multisig unpapered — signer set & custody to be papered.
  • Cost-plus filingFinal, but blocked pending the initial contribution & board reconstitution.
  • Necessary vs nice-to-haveDecide essential protections; confirm scope with MLL before onboarding directors.
The ask

Buy-in on the setup → onboard the new directors → file the required updates → unwind the previous board. Matter-of-fact, nothing to hide.

01 / 05