Introducing Salon, the Decentralized Art Fund

Jordan Huelskamp
10 min readAug 23, 2022

Decentralized organizations are redefining the nature of collaboration and profit-sharing for groups of individuals organizing to advance common investment goals. With Salon, we’re leveraging principles revolutionized by web 3 — communal ownership, shared governance, and on-chain transparency — to build a first rate collection of contemporary art.

Introducing Salon

Salon is the world’s first decentralized fine art fund, bringing together a community of collectors, artists, investors, and art professionals exploring new ways to finance and manage an art collection. Together, Salon members identify, acquire, and steward artworks that will hold financial value for members and cultural value for future generations. While Salon’s early members firmly believe in art for art’s sake, we also embrace art as an asset class, and aim to offer an innovative solution to some of the art world’s myriad investment barriers.

Despite representing a $65+ billion annual market, fine art is a notoriously opaque space for investors. Art market expertise and access to top galleries and artists are required to make investment-worthy purchases. Diligent investors employ seasoned art advisors to help them navigate the market, or spend their vacation days accruing social capital traveling to global exhibitions in hopes of winning access to important works. Whatever the strategy, a core fact remains: fine art remains an unattainable asset class for most people. Art market exclusivity isn’t just prohibiting more art from being collected by the wealthy — it’s prohibiting the expansion of the entire art market, and consequently the number of artists who can sustain a living doing what they love.

Leveraging the benefits of blockchain-based community governance, Salon makes savvy investment decisions by pooling our members’ knowledge, tapping into the hive mind to experience unparalleled market insight. Salon is further strengthened by our members’ global networks of gallery and artist relationships — while some members have strong community ties to galleries in LA or New York, others have ties in Paris, Geneva, or Seoul. As anyone who has attempted to purchase a work by a market darling will attest, access is of utmost importance when purchasing contemporary art at an elite level. With Salon, members can freely leverage their access for mutual benefit, dismantling systems of exclusion that ultimately hinder the art market.

Unlike fractional ownership models pioneered by Masterworks and Otis, Salon members share a stake in the upside of all artworks in Salon’s collection, offering an attractive solution to diversifying an art portfolio. In return, members participate in communal governance to shape the direction of Salon’s collection. Using our app to democratically cast their votes, members suggest works to collect, decide when to sell, and determine business opportunities for the organization. By applying blockchain technology in a novel setting, Salon has the opportunity to build the world’s largest shared art collection.

Structure

If 2021 were the year of the NFT, 2022 has shaped up to be the year of the DAO (decentralized autonomous organization). Today, many established DAOs are thriving in the decentralized finance space, offering crypto exchange services (Uniswap, Aave, 0x), protocol for trading cryptocurrencies (Maker, Curve), or developing solutions to expand the decentralized ecosystem itself (Aragon, BitDAO). These projects are notable examples of internet-native communities organizing themselves with token-based voting, driving progress in the pursuit of shared goals online.

Offline, though, DAOs face a unique set of challenges. Early groups organizing to acquire and manage off-chain assets using DAOs as investment vehicles came up against unexpected barriers (Constitution DAO, Spice DAO), giving investors a lot to chew on. Studying these early projects in close collaboration with our legal and accounting partners, Salon has opted for a DAO-LLC hybrid structure that negates common tax and legal snags encountered by other decentralized projects. Salon’s conservative approach respects the current legal and technological limitations posed by DAOs that operate in the tangible world, empowering us to operate freely and compliantly.

First, Salon is wrapped in a Delaware limited liability company, ensuring our members enjoy the same standard of protection as they enjoy in other business ventures. All Salon members enter into and abide by our overarching operating agreement, which guides member expectations and protects individuals in the event of disputes.

Next, Salon leans on safe harbor laws to ensure Salon’s governance units don’t pose a threat as unregistered securities. As early adopters learned with the The DAO in 2017, digital tokens may be securities, and therefore subject to the Securities and Exchange Commission’s jurisdiction. As a result of the landmark ruling, DAO entrepreneurs and market participants who wish to operate with compliance learned many lessons, which we’ve heeded in structuring Salon.

In an abundance of caution, Salon limits membership to accredited investors, in line with Rule 506(C) of Regulation D. With this safe harbor, issuers of securities are exempt from the registration requirements of the Securities Act for unlimited size offerings. For extra protection, we’ve also elected to limit our member count to 100, in line with the investment club exemptions established by the Investment Company Act of 1940, though it is possible for us to grow past this mark in the future.

Finally, Salon is treated as a pass-through partnership for US income tax purposes, where all income is passed through to members to report on their individual tax returns. Like a typical fund or investment vehicle, Salon prepares annual K-1s for all members, and members file taxes on any realized gains annually.

With our diligent and efficient structuring, Salon is setting a new compliance standard for web 3 investment projects.

Technology

Salon engages with blockchain-based smart contracts on the Ethereum network and a sleek web-based user interface (our “app”) to facilitate our members’ actions within the fund. Through the app, members apply, invest, vote, liquidate, write proposals, and otherwise determine the direction of Salon. Members access our app by connecting their Metamask digital wallets, which provide secure login credentials and digital signatures used to vote.

Our product has been designed to reinforce our legal structure, provide transparency on all aspects of Salon’s activities, and carry out the decisions made by our members during democratic voting. Unlike ready-made “DAO-in-a-box” applications used by many decentralized investment projects, our app is custom, modular, and buildable, so members can add new features over time as Salon’s needs evolve. We also use a gasless voting system, so members don’t have to worry about wasting money on gas fees in order to make routine decisions.

Governance

To join Salon, members contribute capital in exchange for Salon units, which represent their equity stake in Salon. Units also represent a members’ voting rights, used to cast votes on proposals brought forward by fellow members. Decisions during any given week may range from approving a potential member’s application to join Salon, choosing an artwork to acquire, or proposing to sell an existing work from our collection.

Any member, at any time, may propose a measure within the app to initiate a vote. In this way, Salon is effectively headless, and doesn’t rely on any central authorities to make decisions or move forward.

Majority rules on any given vote, though not all members are required to vote in each decision, keeping us nimble. Importantly, Salon’s unit-based voting is designed to reinforce positive outcomes — when one member wins, we all win. Thanks to aligned financial incentives, bad actors are effectively disincentivized, creating trust and unity among members. Still, as a precaution, Salon’s operating agreement outlines certain “Major Matters” (such as dissolving the fund) that require enhanced quorums, adding an extra layer of protection against rogue proposals.

Finances

Salon accepts investments in US Dollars or USDC, a cryptocurrency backed 1:1 by dollar denominated assets held with US regulated financial institutions. USDC sets the industry standard for stablecoins backed by hard assets, and isn’t at risk of tumbling down a so-called death spiral. Our funds are held in a multi-signature wallet, which requires transactions to be signed off by multiple elected members of Salon’s Financial Committee. These wallets are the gold standard for security in decentralized businesses, safeguarding Salon from errant or fraudulent transactions.

Though members may choose to use USDC for their investment activity within Salon, Salon also accepts FIAT currencies and maintains a traditional bank account. Even DAOs need credit cards to pay the bills. Salon’s low monthly maintenance bills include web hosting services, bookkeeping, and administrative software.

Members are positioned to gain financial returns in Salon as the price of their units increase in value. There are several factors that may influence the price of Salon’s units:

  1. Annual collection appraisals that reflect the value of our art portfolio;
  2. the perceived value of being part of Salon’s community of members; and
  3. expectations around future returns on artworks in Salon’s collection.

If a Salon applicant or reinvesting member is bullish on any of these points, they may offer to buy units at a price well above the on-paper value of Salon’s collection at that moment. As these pricing factors play out and the buy-in price of units is driven upward, the earliest members of Salon are set to be rewarded for the risks they assumed as an early investor.

Importantly, all unit sales must be approved by member vote — that applies to new members coming in for the first time as well as existing members seeking to re-up their investments. Salon’s Financial Committee is on call to provide guidance to members with questions about the fair pricing of units, and will provide Salon with regular unit valuations to help guide decisions implicating trading prices.

Community

For some, building a collection is an intensely private act, with ultra-high net worth individuals obscuring their purchases behind a wall of shell companies, NDA-bound auction houses, and accounting loopholes to ensure their purchases remain unknown.

In contrast, a new generation of collectors raised on the Internet have embraced the opposite. As the art world moves increasingly online, savvy collectors have flocked to tools for sharing the works in their collections publicly, from well-curated Instagram profiles to products like Collecteurs and Artsy’s My Collection. This trend comes in tandem with the greater art world steadily open-sourcing its troves, from museums uploading entire collections to the metaverse to the proliferation of online viewing rooms, as well as online marketplaces including Artsy that have been instrumental in the push to bring greater transparency to the art market (where I’m proud to hold my day job leading Social Media).

Next-gen collectors are invigorating the art community by displaying their collections online for anyone to discover and admire at a click, driving democratization of art information while reducing gatekeeping to works held in private collections. This shift toward openness in the art world, primarily driven by young collectors, cements many reasons to be optimistic about Gen Z and Millennial collectors. Young collectors are values and ethics motivated, influenced by the social and political changes of our time. Activist collectors identify the gaps in art history, and fill their collections with works by historically overlooked artists including women, Black and brown artists, queer artists, and craft artists. Millennial collectors also buy more art online than older counterparts, and don’t mind buying sight unseen.

This youth culture at work in the market offers a glimpse of a more accessible art world coalescing. A new model for mindful, community-based, and ethics-oriented participation in the art industry is taking shape. This is the future that Salon is building toward.

By design, Salon grows stronger when diverse perspectives come together: members learn from one another, and lend multifaceted backgrounds and experiences to the organization’s collective consciousness. While our community invigorates Salon with an elevated, ethical approach to collecting, our technology provides the mechanisms to find consensus and swiftly act on it.

Collection

Any member can, and is expected to, bring forward works to collect, simply by creating a proposal within Salon’s app and initiating a voting period. If members prefer to weigh the pros and cons of an acquisition with the group before creating a formal proposal, they jump into our Slack channels or ponder aloud in our regular open-forum video calls. Through this democratic process, our members shape our collection while enriching their own knowledge of the market.

By empowering our members to reach group consensus, Salon offers an idealized version of a practice that already exists in the art world: institutional acquisition committees. While museum committees deal with a complex web of bureaucratic oversight and a Board to appease, Salon’s members answer to no one but themselves. Salon removes the politics that exist in traditional institutional-level collecting, allowing members to move fast and seize opportunities.

We’ve covered how members make proposals, deliberate, and vote on decisions regarding Salon’s collection online. The final stages of the acquisition process require us to jump off-platform and into real life. After members have approved a purchase, Salon’s elected Financial Committee is introduced to the gallery and moves the funds needed to complete the sale, defaulting to cryptocurrency if the gallery accepts it. Importantly, we don’t believe in banishing our artworks to long-term storage facilities. Instead, our Members host works from our collection in their own homes, ensuring our works are enjoyed by friends and family while cutting overhead costs.

As for the art itself, Salon’s earliest members have aligned on values and guidelines to help us prioritize artists and works in the early stages. Members have begun building out a collaborative spreadsheet identifying “dream” artists, their representing galleries, and any relevant connections Salon can wield to acquire a work. Early trends show member interest in emerging painters, artists from the Light and Space movement, conceptual art, digitally-mediated works, Black abstraction, and overlooked mid-career women and non-binary artists.

Evolution

The possibilities for Salon’s evolution are manifold — and ultimately up to our members to decide. As legal precedent around web 3 matures, doors may open for Salon, allowing us to unleash our model at scale. Other ideas include allocating a portion of Salon’s inventory to jumpstart a secondary market gallery, using Salon’s artworks to fuel an art time-share business, or sending the collection to auction and using proceeds to start all over again. Wherever the journey takes us, Salon’s future belongs to its members.

Apply for membership or get in touch to learn more at hello@salondao.xyz

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