Free speech is not discussed, expressly or implicitly.
I was being sarcastic 
It is too broad of a term to cover under any legal framework, let alone in a concise self-contained corporate contract
The governance docs state:
Though not specified directly in the Articles, the DAO may also instruct the directors to take action on behalf of the Foundation
I’m curious why this isn’t specified directly in the Articles? Is this responsibility implied by the Council’s director appointment/removal powers, in that a director who doesn’t loyally execute the will of the DAO is likely to be dismissed?
Relatedly, are there any legal restrictions on what directors are able to do without DAO approval? To take Nick’s example, would a director be able to acquire real estate without consent of the DAO? Any reason why there wouldn’t be an additional clause in the Articles which explicitly limits director power?
From Nick’s description, it sounds like the director role is designed to be nothing more than a “meatspace rubber-stamp”, who mindlessly executes the will of the DAO. Could this mandate ever cause a conflict with their fiduciary duty? What happens if a director is instructed by the DAO to perform an action they consider to be against the best interests of ENS?
Like most open-source projects, we should be sensitive to the fact that countless people in the ENS community are unpaid volunteers, and their work is no more or less valuable than that done by the Foundation directors. That said, if ENS wants to succeed as a sustainable project, the DAO must figure out how to fairly compensate those who make formal commitments to the project. To my knowledge, no disbursements from the DAO treasury have ever been made (EP2 and 3 notwithstanding), so this is very much an unsolved issue. I propose we keep director compensation at 0 until general rules/methodologies are formed to manage disbursements from the DAO treasury.
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Pretty much. If the directors don’t follow the DAO’s instruction, the DAO can appoint new directors who do.
I am not a lawyer, but AIUI the fiduciary duty the directors have requires them to act in the interests of the foundation (and therefore the DAO). So they can take autonomous action, but only insofar as they believe it serves the Foundation’s interests. They can only use the resources they actually have at their disposal to do so, of course - they have no direct access to DAO funds.
It could, and in that case the Director would presumably have to either refuse to act on that basis, or resign. If I were put in such a position I’d make it clear that I don’t think I can fulfil the instruction and why, and if it was pushed through anyway, I would resign my position.
There’s no requirement in the articles to take the DAO’s instructions, so a director could simply refuse - but then the DAO could choose to replace them.
Unlike those volunteers, though, Foundation Directors are assuming some level of legal risk. While Kevin and I have been happy with the situation so far, I don’t think it’s reasonable to expect an external director to assume the position without any compensation.
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I’m not sure why my comments were downvoted, however, I’m certain those specific acts hold relevant legislation for the forward looking, to be newly appointed, Director of The ENS Foundation, and I’m certain all stakeholders of True Names Ltd agree.
In this instance, the necessary establishment of an entity for the human services attached to the on-chain registry, are necessary under existing infrastructure, and so local legislation may need to form part of the True Names Ltd and The ENS Foundation agreement setup for contracting their to-be appointed director.
There’s a lot here actually and I’d probably need to conjure a significant statement to address ‘all’ the necesssary steps of caution and appropriateness.
I only downvoted since you were meandering into US Law and other irrelevant aspects at that time that didn’t matter to the legal status of either TNL in Singapore or ENS Foundation in Caymans.
In what cases would it be appropriate for a director to take autonomous action? And how wide is their discretion to do so? I don’t think anyone wants the DAO to micromanage every action performed by directors; so if DAO wants EF to perform THING-A, it’s understood that directors will use their best judgement to accomplish THING-A. But are directors allowed to “autonomously” perform a completely unrelated THING-B if they think it serves the best interest of ENS? Restricting DAO funds is definitely an important limitation on the power of EF, but just wondering whether more explicit limitations could or should be placed on directors (via Articles Section 78). Just looking for additional protections against a good intentioned, but overzealous EF going into massive debt to buy Super Bowl ads 
Anyone who does anything assumes some level of legal risk. I don’t see how a director’s legal risk would be more than, say, a programmer who might get sued because their bug causes serious financial loss, but readily admit that I know almost nothing in these matters. I suppose everyone has a different risk tolerance, but I wouldn’t be surprised if qualified candidates are willing to accept the legal risks without compensation (especially in the presence of Directors and Officers insurance). Maybe we should ask the candidates to provide a “legal risk compensation” number that they’d feel comfortable with, and make that part of the nomination process?
First, a Director has a duty to monitor others. They can be personally liable for the malfeasance of others, if they fail to act to protect the organization and its assets (they can’t stand idly by). Second, while D&O/Fiduciary Liability insurance would provide a defense against lawsuits, it may not cover a loss suffered by the organization for a number a reasons. Lastly, I have served on a Board of Directors of a Not-for-profit without compensation, it’s not rare. In fact, it’s quite common. If the Director carries out his or her duties, there is little to no risk of liability. In almost every case, the Director serves without incident.
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I know this response is quite dated. I want to emphasize that sarcasm puts obstacles before the assumed and are precursor for this discussion.