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.