I would like to see an updated draft proposal before a Snapshot vote goes live. What are we actually voting on here?
There has been no DAO vote yet to remove Brantly from his ENS Foundation Director position, so first that must happen before we proceed to vote on nominees right? Or is this being lumped into one proposal, with one of the options being “none, keep Brantly”?
On one hand, putting a Yes/No vote on removing Brantly would make it clearer if people want him removed or not.
But on the other hand, if we lump it up with other options and we don’t reach a quorum decision on which new director to hire, it implies Brantly keeps his position until we do.
Do you think there is some merit to splitting this into two proposals to vote on?
The “Council” is defined as the ENS Tokenholders not the DAO. Per paragraph 15 of The ENS Foundation Articles of Association, the Council has the power to appoint or remove a Director, exercisable by notice to the Foundation. There is no mechanism that the DAO must vote to remove Brantly, before a vote of the ENS Tokenholders. The vote, to be legitimate, must be a two vote process: 1) vote to remove Brantly and then 2) vote to appoint a Director.
Further, vote 1 and 2 should not take place at the same time, if the goal is to keep the Directors at 3, because until there is a result on vote 1, vote 2 should not take place, since there is no vacancy; otherwise, there is a scenario of keeping Brantly and voting for a fourth Director.
Using ranked choice voting, people can express their preferences correctly without the need for multiple votes.
A vote of the DAO is a vote of the ENS tokenholders.
Why do you believe that to be the case?
My answers are from the expressed language in the Foundation’s Articles, and being a legal document, it must be faithfully followed or changed as provided therein (see, paras. 24 and 78).
Rank voting is not referenced in the Articles and has not been voted on by the ENS Tokenholders, as the method of voting. The legal interpretation would be the plain meaning of “vote”, as it is not defined, and “ranked voting” is a special type that goes beyond the plain meaning and would have needed to be expressed in the Articles.
Unfortunately, I have to disagree, because the definition of Council says ENS Tokenholders and not a portion (i.e. DAO), opening up the vote to a challenge.
The language uses “appoint” and “remove” and not “replace.”
I hate to be hypertechnical [I know lawyers], but the ENS Tokenholders have not yet voted to remove Brantly, who has not resigned, so there is a possibility he may not be removed.
All of this can be changed by a vote by the ENS Tokenholders, under paragraph 78 of the Articles, to alter the Articles to address all of these issues.
@berrios.eth @nick.eth @serenae @KingZee
Glad to see a move on this. Since I am drafting the EP6 [Social] so far, I will suggest rewording the proposal to make it bi-functional i.e. EP6 [Constitution] [Social] Removal of a Director of ENS Foundation and the appointment of a substitution Director. It could potentially look something like this:
a) include the constitutional amendments to address the issue of “appoint” vs “replace” vs “remove” first to align with @berrios.eth’s hyper-technicality (although I would argue that remove + appoint = replace is an a fortiori argument). If one was being hyper-critical, without a constitutional amendment, it does seem like a two-vote scenario.
b) a single run-off vote with Brantly Millegan on the ballot along with the other nominees titled ‘Election of new Director to replace Brantly Millegan’. There is no need for a second vote if Brantly is on the ballot. If he garners more votes, he stays. If someone else pips him, they take his position.
Both Social and Constitutional proposals can/may be lumped together since both issue the exact same criteria for passing, although in the correct order. However – this is a big one – if Brantly keeps his role, it will also signal that the constitutional amendment has failed by association; the two results are tied together which is starting to sound weird now that I am typing this. In that case, if there is enough interest in still making that constitutional amendment afterwards, it could go up as a one-off independent constitutional proposal. I am afraid making it two votes trivialises the voting process in a DAO and unnecessary votes should be avoided wherever necessary. Just throwing an idea in there, which has sort of lost its appeal in these last two sentences.
The first part is to “Alter” (change) the specific Article paragraphs by changing the language to:
You must cite the particular Article (i.e., this vote is to alter The ENS Foundation Articles of Association, Article 1 (definitions) as follows: . . . ; this vote is to alter . . . Article 15 to include “replace”).
Then have your vote, as you state, to appoint a Director for the position presently held by Brantly.
How do you define what is the “council of tokenholders”? A formal vote execute by all willing tokenholders? Because that’s the DAO. Does it need to have a round table where everyone is formally dressed and nick uses a bell to announce that the session has started?
I agree with @berrios.eth the more I think about it. The constitution should be amended in a first separate EP6 [Constitution] [Social] proposal to clear the ENS Foundation of any legal liability arising purely out of technicality; such things are commonplace when there is position of influence in question. I know this is a trivial step but it is part of due diligence. The current EP6 [Social] can be moved to EP7, and will have to be voted on separately. In principle, the second proposal cannot be active until the first one passes. If the first one fails, yikes.
The Articles doesn’t say or use the phrase “council of tokenholders”; it separately defines both “ENS Tokenholders” and “Council”, and only uses “Council” to refer to the ENS Tokenholders. Definitions are extremely important and are to be read as written. A lot of case law is determined by definitions.
I did not write the document; I’m just telling you what it says. I’ve already provided a path to change the language to comport to what @nick.eth thought it said or may have intended.
I have made the changes as I thought relevant and created a pull request; the diff lives here: https://github.com/ensdomains/governance-docs/pull/16/files
I am happy to hear about changes and perhaps others can do it the Git way with their own forks and pull requests.
Based on this, [EP6][Constitution] can be has been drafted rather quickly.
Thanks for that clarification @inplco .
ENS DAO, a subset of ENS Tokenholders (…) who are participants in voting
The ENS DAO is not a “subset” of ENS tokenholders, but the method in which token vote is executed. Deciding to abstain or not participate at all in a vote is part of the process of a democracy. This is a weird definition.
Should I say ‘eligible’ for voting? But by definition, all ENS Tokenholders are eligible for voting. Plus, I think abstaining from voting is part of the electoral system and counts as implicit participation. I am open to a better word or phrasing of course! Fire away.
First change Articles of Association of The ENS Foundation, then comport the Constitution to the language, if needed.
Resolution to alter the Articles of Association of The ENS Foundation as follows:
Article 1: change the definition of “Council” to read in its entirety as follows: “Council” means the ENS Tokenholders and ENS DAO (Decentralized Autonomous Organization), with any actions to be taken by the ENS Tokenholders or ENS DAO evidenced by the affirmative vote of the ENS Tokenholders or ENS DAO by receipt of messages signed with their Ethereum public keys.
Article 1: add the definition of Vote to read as follows: Vote is defined to include ranked voting.
Article 15: changed to read in its entirety as follows: The Council has the power, exercisable by notice to the Foundation Company, to appoint, remove, or replace one or more directors of the Foundation Company.
Changing the Articles of Association is a whole thing altogether 
I mean it requires notarised declaration on part of ENS (and TNL).
Yes, but it is the Articles that governs the directors of The ENS Foundation. You can’t skip or ignore formality.
Once you awake the political choice nerds this will never end. Why ranked choice voting and not also open the option of approval voting, which is simpler to implement? What if someone wants to decide something by having the delegates with more than X votes apply a quadratic vote? Will you need to change the articles of association to add any other type of ballot counting method?
I am personally against making changes to the Articles for the same reason @AvsA said. Articles cover the necessary parts and while there are some “kinks” as we know now, I am sure downstream amendments to the Constitution will set the precedent with regards to how those kinks are interpreted if brought into question. DAO structures are designed to be fluid and that fluidity will lead to some natural friction with the web2 world where everything is static; it is necessary to remain autonomous though while abiding to the law. Plus, amending articles now will also set a dangerous precedent for future handling of legal points of friction. Amendments to the Constitution should suffice as of now, in my personal opinion.
I’m just trying to address an issue that was raised. You could do the following:
Article 1: add the definition of Vote to read as follows: Vote as defined by the DAO.
Kinks? I would suggest bringing these issues to the Supervisor, DS Limited, and get their opinion.
Article 15 says that the council can appoint or remove directors by notice; it doesn’t specify the form of that notice, or that separate notices are required for appointment and dismissal. I think we could reasonably vote on one notice that does both.
In the absence of a specific required form of voting, I would expect that any form would be allowed. I’ll check with our lawyers.
Certainly, but a single notice could be served that both removes one director and appoints another.
Just to clarify - the constitution has no bearing on the Foundation’s voting process; that’s the Articles.
I don’t understand what you think the distinction here is. The DAO’s choices are the choices of the ENS tokenholders; it’s not possible for tokenholders to vote one way and the DAO to vote another.