As a nominee with a legal background, I concur.
Unlike the other nominees with large followings on Crypto Twitter or those that don’t even want to be Directors, I barely use social media and I have a real interest in serving the DAO in the real world as a Director of The ENS Foundation. That said I am not just a lawyer, or just joining the DAO. I have been helping build the ENS ecosystem (one of my projects even made it to the homepage of the ENS website) and simultaneously using my legal skills to push forward the concepts IP legal concepts by using ENS names to register trademarks with the USPTO. More importantly, I view the Directorship as a privilege and otherwise I have full understanding of the Director’s rights, responsibilities and legal duties.
@accessor.eth raised some thoughtful questions about The ENS Foundation and the DAO, with a request to provide a visual diagram of the organization. I am responding to @accessor.eth’s post here because I feel it is an opportunity for me to demonstrate my understanding of the subject matter relevant to my ability to serve as a Director of The ENS Foundation.
Please note, I am not licensed in the Caymen Islands and the following information is provided within the scope of my licensure or otherwise pursuant to general legal principles and international laws, customs and norms. Further, I am not providing this information on behalf of the DAO, on behalf of The ENS Foundation and otherwise offering any legal advice.
In order to draft the diagram below I reviewed of the following ENS documentation (“Documentation”):
- Memorandum of Association of The ENS Foundation dated 26 October 2021 (the “Memorandum”);
- Articles of Association of The ENS Foundation dated 26 October 2021 (the “Articles”);
- Certificate of Incorporation; and
- Written Resolutions of the Directors of the Company dated 27 October 2021 (the “Resolutions”).
Members, Supervisors, Directors, Beneficiaries, and Secretary are all legal terms of art specific to Caymen Island Foundation Companies. The “Council” is uniquely defined in the Articles as the ENS token holders and think can fairly be referred to as the DAO.
Members:
Defined in the Articles the first Members are the subscriber to the Memorandum. The Memorandum was executed by Justin Wretham as Authorized Signatory of WNL Limited and a single witness.
Per the Section 6 of the Resolutions, the Member, WNL Limited delivered a resignation as Member which was accepted by the Directors, and upon information and belief The ENS Foundation does not have any Members at this time.
Notes:
- ***At no time is ENS to distribute any tokens to Members of the Company. (See Section 6 of the Memorandum) ***
- The Directors, if authorized by the Council, may admit members or terminate membership. (See Section 7 of the Articles)
- The Foundation may continue with no Members. However, I do believe Caymen Island law has additional legal requirements for Foundation Companies to operate without any Member, for example, I believe a Supervisor (again legal term of art) is required by law which The ENS Foundation currently has.
- Members owe no duty. (See Section 12 of the Articles)
Directors:
Be advised “Directors” is a common legal term of art within business organizations, but has wildly different roles, powers, duties and responsibilities from jurisdiction to jurisdiction even entity to entity within a common jurisdiction.
Currently the Directors are:
- Nicholas Johnson
- Brantly Millegan
- Kevin Gasper
As defined in Section 17 of the Articles, and under the laws of the Caymen Islands generally, Directors manage the business affairs. In lieu of trying to summarize the roles, powers, duties and responsibilities of the Directors, I think it is worthwhile to cross reference at least Sections 13-27 of the Articles.
Notes:
Directors owe a duty to The ENS Foundation. (See Section 27 of the Articles)
Supervisors:
The first Supervisor is DS Limited, see Section 28 of the Articles.
Both the Council and the Directors may appoint or remove a Supervisor, but at all times The ENS Foundation must maintain at least one (1) Supervisor. Upon information and belief the current cost/fees for the Supervisor are $30,000.00 per year, payable by The ENS Foundation, and as part of the Directors role is to ensure these costs are paid via proposal to the DAO. See Sections 28-36 of the Articles.
Beneficiaries:
Caymen Island Foundation Companies, like US non-profits, typically name a successor to receive any remaining assets of the entity upon dissolution or winding down. The ENS Foundation did not designate any beneficiaries in the instance of a dissolution or winding down (see Section 37 of the Articles) and the Council would have the direct any such assets to “charitable objects” (See Section 13 of the Memorandum).
Secretary:
Since it is timely, maybe everyone remembers Elon Musk recently making a statement that “CEO” is a made up title. He was actually highlighting that, by law, legally entities typically require Directors, and Officers consisting of a President, a Secretary and a Treasurer.
The Secretary is an extremely important role in legal entities, it is a legal term of art under the laws of the Caymen Islands and The ENS Foundation. Specifically, the Secretary is responsible for complying with the regulatory requirements of the Companies Act under the laws of the Caymen Islands, see Section 41 of the Articles.
The Directors have the power to appoint the Secretary and the first Secretary is Walkers Corporate Limited, see Sections 38-39. Lastly, the Secretary is entitled to remuneration at a rate agreed in writing by the Directors (Section 40), and upon information and belief the current cost/fees for the Secretary are $10,000.00 per year and include Registered Office services.
Council:
Circling back to Elon Musk’s statements about “CEO” being a made-up title, the Council does not derive its existence from statute or law or otherwise legally required, rather it is created through memorialization in the legal Documentation. Specifically, see the definitions in Section 1 in the Articles, including:
- “Council”
- “ENS Name”
- “ENS Token”
- “ENS Tokenholders:
As noted above, the Council defined and memorialized in the Articles is the “DAO.”
Miscellaneous:
In addition to the parties outlined above, The ENS Foundation maintains an Agent for Service of Process the costs/fees upon information and belief are $1,200 per year.
Conclusion:
I trust this response addresses @accessor.eth’s question and maybe others who have similar questions, and demonstrates the approach I would take to communicating with the DAO in a quasi-formal but hopefully helpful and approachable way.
Please let me know if there are any specific questions/concerns/feedback about my nomination as Director or specifically regarding my experience and abilities to perform the duties and responsibilities as Director of The ENS Foundation. I am also happy to address any questions specific to my response to @accessor.eth to the extent that I can, but I do not think this is the thread for those follow ups.