Comments on ENS Foundation Director Nominees

I’m glad I inspired a better nominee :laughing:

@daylon.eth,

You are not looking to be a Delegate or Steward, so reliance on your application is not very helpful.

Also, to the broader community, believing in ENS and Web3 is important, but the vision belongs to the DAO. You have to be able to communicate effectively and manage lawyers and accountants, as the Directors are the legal representative of the client ENSF. But also be able to communicate with government regulators, if called upon. You should compliment and be able to work with the other Directors, but have your own voice.

Fear of legal complications and being the target of lawsuits is way overblown.

I’m not sure jurisdiction is a big concern of the candidate.

Active membership in the community, should be a factor but the best overall fit for the position is what you should strive for.

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Request for X is the politest way to ask for X. You can of course decline to fulfil the request for X. It is hardly a statement, let alone a strong one. A request by definition is not a demand. When I said ‘doxx’, I also clearly stated that it is to establish accountability and not hide behind an avatar. If it was meant with a malicious intent, I wouldn’t use the word for myself, would I? After what just happened, would you rather vet your nominees or rather elect another one behind a pseudonym? It is clear from your little comment that you are emotionally involved in this to an extent that you are not yet ready to even ask a serious question. Is your only question to me about the nuances of ‘doxx’ vs ‘legally identify yourself’? :neutral_face:

Hi @Trinedy, I wasn’t elected as a Steward although I ran in the elections, so I am currently not a Steward. In fact, I am only a delegate within the ENS ecosystem apart from being an independent contributor.

Thanks for that. I kind of feel like anyone that actually seeks such a position is a bit of a sociopath to be honest. I definitely don’t think I’m qualified for such a position, I just wanted to move the conversation forward. My only relevant qualifications would be 4 years in active duty Air Force (experience with leadership and dealing with bureaucracy) and having absolutely no obligations except for classes, so I can dedicate as much time to it as needed. But anyway… I’d probably vote for you if you wanted to do it.

Don’t worry, I’m not even a delegate, but I contribute.

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The position, as I understand it, doesn’t require a lot of time. Thank you for your service, I served four years in the U.S. Army.

Thank you! I read your profile shortly after the airdrop. Much respect. Your insight is much appreciated. :fist:

+1 on @AvsA, Alex would be the best fit for this role from :fire:_:fire: perspective

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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”):

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.

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this is amazing work, thank you for that!

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Seeing how @HealingVisions decided not to comment (if you choose to, please do by all means)

This is YAT website by @HealingVisions 🌈☁️🌊 | l'arc-en-ciel

I find it difficult to believe that @HealingVisions was a genuine advocate of ENS for a long time as is the claim, seeing how her own resources are built on top of YAT. Moreover I question her motives behind her rhetoric during past several days

Looking at this website I can see that she is most likely fairly engaged artist, with a lot of time dedicated to being an artist. The reason I asked for clarifications about “1000 people being subordinate”, is because 1000 people is a fairly large number, equivalent to medium to large factory, or a sizeable division within global corporation. This kind of business position would most likely require some sort of “career”, and a lot of time commitment to manage that

In my mind, even though she produced a fairly thorough description of her candidacy all those things are a bit difficult to add up. Namely:

  • If you are a passionate advocate of ENS protocol, why is it your own key resources is displayed using YAT?
  • I’m not saying that its impossible to be both accomplished within arts and business, I’m just saying that holding position where she run’s 1000 subordinate people is a fairly difficult feat on its own. To put it in perspective Danone employs c. 100k people around the world with 8k in Africa region. So if she was employed by Danone, she would’ve been one of those several executives overseeing whole region (roughly)

Obviously if everything checks out, then its great, there is another person with considerable business experience within ENS community.

As long as she will not be promoting YAT within ENS community, I would say she is a qualified candidate.

Although I personally would not support her due to lack of “social integration” into ENS.

Thanks for everyone who asked me to nominate myself, I just did.

Question: would it make sense to increase the numbers of directors on the board to 5? There are lots of great candidates here. Not sure if it would be useful thou.

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@AvsA

In my view, I would not visit the number of Directors until after the new Director has served and discussed with the other Directors whether it is needed.

In my view, you meet the minimum qualifications to serve. But it’s the community that chooses.

Good Luck!

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For those that have put in their nominations, you might consider editing your nomination to comport with the new format, so that the community can more easily compare qualifications of the candidates.

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I was thinking of maybe making one position rotative. Possibly this new one Brantly would free up for one of you guys.
So each year we get to re-elect either the previous nominee or a new one, and Nick and Kevin keep their positions since they’re the ones most familiar with the process, unless reason comes up for the DAO to question their positions.

It will be nice to have at least one director who is not deeply rooted in ENS from the start. I am not entirely against the idea of increasing the number to 5 but I can also see why @berrios.eth is a little conservative on this suggestion due to his legal knowledge and subversions of leadership that could occur from a sudden change in the constitution when there is already a possibility of a leadership hole in shape of Brantly. Might I suggest a community Snapshot vote on this titled ‘Should ENS have 5 directors instead of 3’? Perhaps Brantly even gets to keep his Directorship assuming he has since come to terms with his responsibilities as a leader and pledge to make a change.

Thanks for this detailed explanation! From your nomination post:

Would you be willing to share what position you interviewed for, result of the interview, and any feedback you received?

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I think you are fantastic candidate, I think the only reason to increase number of directors to increase degree of decentralisation, we should not be taking anyone on board, just to increase the number. There was a case of Tezos where someone was given legal authority that caused a lot of problems, if someone is a director of ENS foundation that means he is a rock solid well known person, who will not betray the trust of ENS.

The title was Governance Lead, there is a ENS Twitter post about it here:

I’m not sure it would be appropriate to share specifics but I did not receive an offer.

Also, please note I’ve withdrawn my nomination for Director.