Comments on ENS Foundation Director Nominees

Changing the Articles of Association is a whole thing altogether :smiling_face_with_tear:
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.

@AvsA

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.

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 ENS’s lawyers of course. The changes will then naturally follow downstream to the Constitution I imagine. Thanks for clearing this up.

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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.

I’m 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 I’ve said all that I need to and leave it to others to decide how they want to go forward, so I am bowing out.

The DAO is the tokenholders, and the tokenholders comprise the DAO. They are not separate?

If you “have a vote of the DAO” that means the tokenholders are voting, because the tokenholders are who make up the DAO.

You are a member of the DAO; so is everyone else who owns tokens.

These two things are the same.

If so, then I stand corrected. I was under the mistaken impression the DAO was the delegates. To avoid confusion, I would just replace “Council” with “DAO”.

Is the confusion the distinction between a voter making a vote directly on an issue or the voter delegating their vote to someone else who is then voting? Because there is no hard line between a delegate and a “normal” token holder. For example Vitalik.eth never participated in the DAO governance or come forward as a delegate and yet 49 people delegated their votes to him.. Is Vitalik a “member of the DAO”? Vote delegation is similar to representative democracy in some senses but very different in others: mainly that there’s no set number of delegates or a cutoff rate.

The former. It arose for me because of the application to be a delegate.

It perhaps wasn’t communicated as clearly as it could be; the applications were for being listed in the delegates interface on the claim site. Anyone can be delegated to, with or without an application.

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Here are my questions to our Cayman Islands solicitor, and her responses:

The articles don’t specify that the council can replace a director, only that they can appoint or remove one. Could the council vote on a single notice that both removes a director and appoints a replacement, or would they have to be separate notices?

there is no problem with a single notice that would be sent to the Company noting that X is removed and that Y is appointed. The notice simply is to inform the Company of the action that the Council requires the Company to take based on the outcome of the token votes.

Could a notice be voted on that has multiple options (eg, selecting a replacement director from a list of nominees, or no change), in such a manner that the result of the vote determines the action required by the notice?

from our perspective, there would be no issue doing this as long as it is consistent with the token voting procedures and current protocols in place. Governance procedures that currently govern the Council/ENS Tokenholders (if any) need to also be followed.

If the answer to the previous question is yes, does it have to use first-past-the-post voting, or can we use whatever voting system seems most suitable?

whatever system most suitable to ensure the outcome of token voting is clear, provided that any rules or governance procedures that currently govern the Council/ENS Tokenholders are also followed.

Based on these responses, I would say that no amendments are required to the AOI, and we can use whatever voting process seems most suitable. We could pass a social proposal to prescribe which voting methods should be used for what kinds of votes, however.

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It does provide clarity that there be consistency “with the token voting procedures and current protocols in place,” whatever they may be, and that the outcome(s) of a vote are clearly understood.

I agree with your assessment that no amendment is warranted and that Council, ENS Tokenholders, and ENS DAO are all one in the same.

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FYI: This should be addressed before any proposal goes up. Or at least it should be made clear what the compensations might look like or if there is an active proposal to address this. This has already been echoed in another thread that I now cannot find.

potentially we need to update our Governance Process Glossary section, with a clear explicit definitions: of Delegate and Listed Delegate
the only section we have about that is:

Delegation : ENS holders cannot vote or create proposals until they delegate their voting rights to an address. Delegation can be given to one address at a time, including the holder’s own address. Note that delegation does not lock tokens; it simply adds votes to the chosen delegation address

The ENS DAO Delegate Applications with its terminology gives a false impression that ENS Delegate is the ones who filled the application -Only-, while in fact any address with ENS voting rights -even 1- is an ENS Delegate and will be castVoteBySig at ensdao.eth EPs but not -and despite the fact that not- every ENS Delegate is a Listed Delegate at claim.ens.domains

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Apparently, my delegate application, filed shortly after the airdrop, as a “Listed Delegate” was denied. What are the objective criteria or is it solely a subjective process? How can one be reconsidered for being listed or am I doomed to be a second-class delegate?