[EP-][Social] Changes to the Articles of Incorporation clarifying and expanding definitions, and roles of the DAO

Status Shelved


Changes to the Articles of Incorporation (AOIs) clarifying the definition of ENS DAO, referencing ranked voting as a possible electoral method, and expanding the role of the DAO to replace a Director.


The definition of the ENS DAO in the current form in the ENS Constitution refers to ‘ENS Tokenholders’ as the DAO whereas the DAO is in fact the share of ENS Tokenholders who participate in voting. This is a trivial definition update of the ENS DAO to reflect that the DAO can in fact be a subset of the ENS Tokenholders. Secondly, there is no reference made to ‘ranked voting’ in the AOIs, which is another trivial change. Lastly, the current state of the AOIs allow the DAO to first ‘remove’ a Director (first vote with Yes/No/Abstain options) and then appoint a new Director (second ranked choice vote) instead of being able to ‘replace’ a Director with a single ranked vote. The changes in this context allow for the option of ‘replacement’ of a Director.


Definition of ENS DAO

According to the current version of the ENS DAO Constitution at commit 9688c9c, the ENS DAO is referred to as “The Council” in the Articles of Association of the ENS Foundation, which in turn defines The Council as:

“Council” means the ENS Tokenhoiders, with any actions to be taken by the ENS
Tokenholders evidenced by the affirmative vote of the ENS Tokenholders by receipt of
messages signed with their Ethereum public keys.

where the ‘ENS Tokenholders’ are the defined as

“ENS Tokenhoiders” means the holders of the ENS Token from time to time as evidenced
by the Ethereum blockchain.

Both definitions when combined refer to the ENS DAO as potentially the entirety of the ENS Tokenholders, not necessarily a subset of the ENS Tokenholders participating in voting (which implicitly includes abstaining from a vote). This triviality is a potential loophole that needs to be closed.

Reference to Ranked Choice Voting (RCV)

Currently there is no explicit reference to ‘ranked choice voting’ or simply ‘ranked voting’ in the AOIs which is one of the preferred voting method adopted by the DAO. This should be referenced explicitly. Alternatively, the definition of vote can be such that it includes all relevant electoral methods.

Add an option for replacement of a Director

The present version of the AOIs allow the DAO to first ‘remove’ a Director (first vote with Yes/No/Abstain options) and then appoint a new Director (second ranked choice vote) instead of being able to ‘replace’ a Director with a single ranked vote; this is evident from the wording of Article 15 of Articles of Association. This makes the process of a change in leadership roles unnecessarily and trivially long. The changes in this context allow for the direct option of ‘replacement’ of a Director with a single ranked choice vote.


The proposed changes to the Constitution are available on Github here. Changes to the wording of the AOIs to follow soon; watch this space.

CC: @nick.eth @AvsA @berrios.eth

What you are referring to are the Articles of Incoropration, not the constitution. The GitHub diff you linked only changes an informational page describing the AOI, not the AOI itself, which would have to be amended by a “social” vote, not a constitutional amendment.

Yes, you are right. It is indeed the AOIs. I will make the correction tomorrow have made the corrections. I have been misusing the two terms interchangeably.

I’m waiting to hear back from our solicitors as to whether either of these changes is necessary. If a change to clarify allowed voting methods is required, it would probably make more sense to specify that the council may decide on what voting methods are acceptable, rather than hardcode specific methods into the AOI. Either way we will need a lawyer to help draft any changes.


Should this proposal still continue with ‘AOIs’ replaced by ‘Constitution’ as before? There are merits to it since it sets a precedent for the future; people are less likely to raise the question of amending the AOIs until absolutely necessary, and it will also signal the use of Constitution as an active fluid mediator between written law and practised DAO governance. On the other hand, perhaps we do not need another snapshot vote since there is one for budget and another for Director pretty much back to back.

Given the feedback I received from our solicitors, I don’t think this proposal is necessary. A Social EP to define acceptable voting methods and what they are used for could be valuable, though.

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Great, I have set the status from ‘draft’ to ‘shelved’ and unindexed it. You can close this thread if you like.