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 āappointā vs āreplaceā vs āremoveā first to align with @berrios.ethās 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 āElection of new Director to replace Brantly Milleganā. 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 ā this is a big one ā 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 āAlterā (change) the specific Article paragraphs by changing the language to:
Change the definition of āCouncilā to include the DAO.
Add a definition of Vote: Vote shall include ranked voting when deemed appropriate.
Change the wording to say appoint, remove, or replace.
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 āreplaceā).
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 ācouncil of tokenholdersā? A formal vote execute by all willing tokenholders? Because thatās 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 doesnāt say or use the phrase ācouncil of tokenholdersā; it separately defines both āENS Tokenholdersā and āCouncilā, and only uses āCouncilā 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; Iām just telling you what it says. Iāve already provided a path to change the language to comport to what @nick.eth thought it said or may have intended.
ENS DAO, a subset of ENS Tokenholders (ā¦) who are participants in voting
The ENS DAO is not a āsubsetā 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 āeligibleā 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 āCouncilā to read in its entirety as follows: āCouncilā 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.
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 ākinksā 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.
Article 15 says that the council can appoint or remove directors by notice; it doesnāt 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. Iāll 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 Foundationās voting process; thatās the Articles.
I donāt understand what you think the distinction here is. The DAOās choices are the choices of the ENS tokenholders; itās not possible for tokenholders to vote one way and the DAO to vote another.
I see. I have been interpreting the Constitution on equal footing as the AOIs. If this is not the case as you said, then there is no avoiding amending the AOIs, pending advice from the Directors, Supervisor and ENSās lawyers of course. The changes will then naturally follow downstream to the Constitution I imagine. Thanks for clearing this up.
I am not a member of the DAO but I am an ENS Tokenholder. What you, in essence, are saying is the DAO speaks for all ENS Tokenholders and that I could not vote differently? If so, why do I vote?
The reason I suggested ENS Tokenholders and ENS DAO, because you could have a vote of the DAO or the DAO could have all ENS Tokenholders vote on an issue. I am trying to cover all scenarios.
Iām trying to find consistency between the language of the Articles and intent. None of what I propose is substantive on a particular issue; it is purely on processes to be followed now and in the future.
I am trying to achieve clarity and consistency of language. I am not advocating for anything in particular, but that legal documents should reflect the intended position. I think Iāve said all that I need to and leave it to others to decide how they want to go forward, so I am bowing out.
