Beyond EP6: Addressing issues in governance emerging from the EP6 experience

READ ME: Ideally, no Brantly-specific discussion. We want to address the technical details of the governance that go beyond EP6 and an individual. Naturally, no conjecturing about the result of EP6.

I am initialising a thread where governance related flags can be compiled for discussion.

  • Conflict of Interest arising from a Delegate’s appointment as Director
  • Distribution of votes among Delegates and implications of initial delegation window during airdrop on the current vote distribution
  • Delegate ramp-on and ramp-off strategies
  • Getting in touch with ENS end users (tokenholders)

Propositions & Ideas

  • Legal sub-group: with the aim to provide legal framework for disclosure and resolution of conflict-of-interest issues arising out of,
    a) a Delegate appointed as a Steward/Director,
    b) a core team member taking part as a Delegate,
    c) absence of framework regulating Eligibility, Terms & Compensation of Directors (cc: @drhus)
    (cc: @berrios.eth, @KLeong, @ENSPunks.eth)

  • Governance audit
    a) hard fluid/dynamic cap on number of delegators to an address
    b) allowing Delegates to ramp-off by releasing votes delegated to them back to the ENS tokenholders
    c) accessing dead votes behind delegates and possible subversions of vote cap
    d) rolling delegation windows

  • Reaching end users (ENS tokenholders)
    a) EPNS or similar apps
    b) incentivising end user engagement

Links: On the nature of DAOs and their projection on Electoral & Corporate structures


A wider implementation of delegates posting snapshots before voting so people that delegated to them can express their opinion is a good strategy in my view. However, if a delegate refuses to do it claiming that whoever delegated to them trusted their judgment is valid too. But I have a sense that most delegates would be open to it.

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I like the strategy in principle. I would imagine token holders will be interested, if we can get to them. There a communication lapse which is primarily because of lack of notifying infrastructure. I think EPNS might come handy here since delegates can open channels and invite delegates to subscribe. It only costs about 50 DAI stake. I will try to get the EPNS folks chime in.

There a communication lapse which is primarily because of lack of notifying infrastructure. I think EPNS might come handy…

Maybe look into Waku Connect as well, though I’m not sure how it compares/contrasts for this particular purpose.

[ disclosure: I’m a core contributor at Status, but am not a member of the Waku team ]

I think @berrios.eth had a good suggestion with a code of conduct.

Maybe I have to much of a conservative approach to these kinds of legal issues, but moving forward the DAO should consider memorializing and adopting the following:

  1. Legal Agreements between the Foundation and the Directors and all other parties the Foundation contracts with “in the real world”;
  2. By-Laws (which are already anticipated and referenced in the Foundation’s Memorandum and Articles); and
  3. Conflict of Interest Rules and Guidelines for DAO voting.

It might make sense for a legal subgroup to organize that can undertake drafting of this type of documentation on behalf of the Foundation and have a general ongoing aim of identifying legal risks and potential liabilities as they arise while developing legal strategies to minimize the same and protect the DAO/Foundation. In many ways a legal subgroup could fill similar roles as general counsel.

As an example a legal subgroup might have provided a single source of guidance, consistent with the Foundation’s legal documentation and the laws of the Caymen Islands, with respect to concerns of a conflict of interest/appearance of a conflict raised by the community. Or if appropriate a legal subgroup could have recommended a stay of EP6.1 pending the DAO obtaining an opinion from independent counsel licensed in the Caymen Islands. It would likely be a better solution and result than having these same issues appear in multiple threads across the forum that all tend to dissolve into debates rather than official resolutions of the issue.

Just some thoughts/recommendations based on my legal experience, but again perhaps to formal and conservative of an approach for how the DAO/Foundation wishes to approach legal issues.


I have attempted to locate another vein where I might post this - this one is the least worst.
I have ENS tokens and have had them for several months. ENS tokens appear to provide voting power. There is a proposal to vote. I connect wallet(s). I do not have any ENS tokens. Etherscan still reflects these tokens.

Telling you that I am asking for help without asking for help.

I agree with what is being said re Conflict of Interest Rules and Guidelines etc. One issue that I think would be an important hair-to-split as this discussion continues, would be ensuring there is a clear understanding of the 2 separate and distinct entities/groups: (i) the Foundation, and (ii) the DAO. There arguably could be certain situations where the Foundation and the DAO have conflicting interests, and so would want to be clear - on whose behalf the governance is being structured, on whose behalf is X documentation being drafted (is it the DAO, or is it the Foundation?). They really are two different beasts: 1 being a legally incorporated entity, with legal obligations/rights/duties based in traditional corporate law, while the other being a less formal group of individuals/tokenholders, wanting to ensure adequate governance, which are subject to certain and different powers, rights, and obligations - including those conferred on them with respect to the governance and Articles of the Foundation). Because of the unique structure and relationship between the Foundation and DAO (via the Council/ENS tokenholders), this may not be an issue for certain items, but might create some issues in others. But overall, definitely agree that certain rules/guidelines in the governance/ethics area could be a movement in a positive direction.

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I second the need of a Code of Conduct. It is a standard practise these days to have one to absolve organisations from the liabilities arising from personal views of their representatives. No brainer.

Yes, the nuance is very important. There has no doubt been some confusion/misunderstanding with respect to the organizational structures and the various roles/duties/responsibilities throughout EP6. That said it’s clear others have noticed the same confusion and taken the time to make very thoughtful comments that explain and distinguish TNL, The ENS Foundation, the DAO/Council, the Foundation Directors, TNL Director of Operations and DAO Steward. For example, I noticed your recent comments in another thread, @royalfork recently had a comment on point and @AvsA posted a Twitter thread. All clearly intended to clear up the same confusion/misunderstandings I have noticed.

With respect to proposed conflict of interest rules & guidelines, based on actual activities and anticipated future votes many of these matters will involve budgetary items. Therefore, moving forward I think one of the biggest concerns, both legally and ethically, is conflicts or appearances of conflicts where someone has a direct financial interest in a given vote, in many jurisdictions failing to abstain on such votes may result in actionable claims of “self-dealing” (see the current Musk/Tesla lawsuit re the solar city acquisition). For example, if the DAO were voting on a compensation package for the Directors or Stewards I think most would have expectation the respective parties would abstain from those votes. Or if the Stewards were approving/voting on a subgroup budget where they would also receive a financial benefit as a member of the subgroup, again I think we would expect they abstain on that vote.

As to the Directors, my recommendation would be to enter into legal agreements between the Foundation and the Directors which memorialize in writing the relationships, duties, responsibilities and compensation if any. The Directors have legal authority to contract on behalf of the Foundation and legally bind the Foundation, it’s highly unusual not to have separate legal agreements between a legal entity and it’s Officers/Directors and otherwise for the DAO to be relying on the Foundation’s Memorandum/Articles to govern those legal relationships. Even the standard boilerplate from these types of agreements that cover venue, jurisdiction, waivers, and limitations of liability are all very important in minimizing the Foundation’s legal risks and potential liability.

I’m not sure of the interest but perhaps folks with legal backgrounds like you and Berrios might discuss and explore organizing and proposing a legal/general counsel subgroup.

These are the real subgroups that matter beyond the standard ones. I have taken note of this.

This is where the Karma metric can play a role or at least we can use their tools wherever applicable. I am sure we can give them a more cohesive and concrete feedback now that we know generally what we are looking for. @mmurthy: this is a better opportunity take feedback

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Quick thoughts on these:

  • I don’t think any restrictions on delegation are warranted or practical, especially on a technical level.
  • I don’t think actively spamming token holders is a positive move. If they delegated, that’s a clear signal of “I don’t have time to deal with this, vote for me”. That’s the whole point of delegation. If they wanted to follow the votes, there are multiple opt-in avenues like following the Snapshot or watching Twitter. Making it easier for token holders to opt-in I think is positive.

On the ENS Foundation stuff, I think a concrete step there that would likely find wide support is a term limit on directors (is this a thing already?) and the ability to directly “replace” rather than remove and then nominate, a director. It’s kinda semantics, but I wonder how different a vote like EP6 would go if the framing was up-lifting a new person rather than condemning someone first.

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Oh wow. I am glad you asked. @nick.eth, @Coltron.eth, @spencecoin might want to answer. The original proposal was one vote which was split into two hours before it was posted on Snapshot, turning a vote for a better appointment into a cancellation event. You should read through the comments of EP6 proposal

Yes, that was one of the options.

And regardless of the route that this went, it would be easy to say “I wonder how it would have went if we did the other route?” - as such I have no desire to speculate on that.


Yes, hindsight is 20-20. But you should have trusted the work of your fellow workers. Lessons for the future. Don’t jeopardise proposals in the future like that. You weren’t sure yourself since you changed your mind halfway through the vote. But some of us had spent 3 weeks exploring biases and loopholes that you guys couldn’t have thought of in a few hours. DAOs are team work. Anyway, we move forward.

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Nah. I am happy I spoke my opinion. I didn’t jeopardize anything - everyone’s thoughts and opinions are equally valuable - and I’d appreciate if you’d quit being an asshole.

You’re very close to this entire situation as someone who both drafted the initial proposal AND was in the running to replace Brantly. You only removed yourself after you got too much heat.

Happy to move on without you being rude, and condescending, and self-righteous.

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I got out of running due to piling conflict of interest which I declared to the director in private; heat I thrive in. Anyway, you took my comment way too personally. Happy B’day Spence. It wasn’t meant as you perceived it.

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It is not, but it is being worked on, along with eligibility and compensation.

Absolutely, I will be love more feedback to make this tool useful to the DAO. Some contributors have shared their thoughts here Reputation system for DAO delegates. I would appreciate more feedback.


FYI, something that we could consider for future social proposals: Possible New Snapshot Strategy for Social Proposals

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