Please let me know by reply, if you want to be a member of this subgroup.
Sure! Happy to contribute how I can.
Happy to provide my feedback etc.
I have been reading a little and the Foundation Companies Act (2017) includes a model Memorandum of Association and model Articles of Association (collectively called the “Constitution” under the Act). Unfortunately there are no model Bylaws. Per Nick’s suggestion we might consider using what Alisha drafted for the Stewards as a foundation.
Separately, I happened to find Bylaws for another Foundation Company that wraps a DAO. It appears they played a little fast and loose with certain statutory verbiage and titles under the Foundation Companies Act, such as Directors and Secretary, and as a result confused them with US-centric concepts/titles of Board of Directors and Officers. Otherwise upon a cursory review they actually look like a good resource and even possible foundational document we can modify and tailor for The ENS Foundation.
berrios.eth I will DM you a link. Also if anyone knows of other DAOs wrapped in a Cayman Islands Foundation Companies please share because we don’t want to reinvent the wheel when it’s not necessary.
I am talking to Fenwick about drafting bylaws for the Foundation. These would be separate from DAO bylaws, however
As mentioned in previous thread, I will confirm in next 24 hours on my end re my participation. But not anticipating any issues.
Absolutely, a good idea.
Happy to contribute to this in whatever way I can
It links to this "Special resolutions" concept for certain proposals so I would be happy to contribute to this, if needed. As a suggestion, agreeing the “skeleton” (contents page/index) of what the by-laws should contain should take a significant amount of focus - actually populating them, I don’t think will be that difficult. We can lift words from elsewhere and reshape them to our purposes so that they better fit the DAO.
I’d actually be a fan here of very deliberately moving away from corporate/company terms, to differentiate the DAO, e.g. to deliberately avoid terms like “Director”, “Secretary”, even “Bylaws”, “Mem & Arts”, etc. But just a thought/idea
Note that “Ordinary Resolution” & “Special Resolution” are legal terms of art under the Foundation Company Act and have specific definitions under the Foundation’s Articles of Association and already apply to various acts of the Foundation as set forth in the Memorandum of Association and Articles of Association (collectively the “Foundation Constitution”). Also, we can assume these terms will reappear in the Foundation By-Laws, to be draft by Fenwick, with the same definitions.
The DAO can reuse the terms and redefine the specifically for acts by the DAO; however, we should be cautious about potential confusion reusing verbiage that comes from the Cayman Island Foundation Company Act and has specific definitions under The ENS Foundation’s Articles. Moreover, this will likely result in situations where “Special Resolution” or “Ordinary Resolution” will apply to the DAO/Council under the Foundation documentation with one definition for certain acts, then the terms apply to the DAO under the DAO documentation with a different meaning for other acts.
Moving away from “corporate/company terms” as you put it is an interesting suggestion for purposes of the DAO, it could avoid the confusion of having two sets of documents with the same name (i.e. Foundation By-Laws & DAO By-Laws ). It also avoids situations where a term may have one definition under the Foundation documentation but a different definition under the DAO documentation.
For reference you can find the definitions of Ordinary Resolution (simple majority) and Special Resolution (2/3’s) on page 8 of the Foundation Constitution, page 1 of the Articles: Foundation Constitution (Memorandum & Articles)
Yes that’s exactly why I would like to try and differentiate them if possible. It allows us to have the same concept (as my linked thread) but to do it differently and reduce confusion.
Most countries in their relevant corporate act requirements force certain things and whilst there are common themes they are by no means the same in every country. Not that many people will be familiar with KY corporate requirements (unless they already worked in offshore finance) and most contributors to the DAO don’t need to have much (if any) interaction with the Foundation.
Just for clarity my linked proposal was to add the same idea as special resolutions to the DAO because currently this does not exist - it’s a concept from the non-DAO world that I think has a valid purpose.
count me in @berrios.eth
Hello @berrios.eth - I am signaling interest and would like to learn more about how to participate in this subgroup. Thank you.