Second Draft of the ENS DAO By-laws for comment

🗳️ Meta-Governance DAO-Governance
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I have scheduled a call—you can participate if you choose.

As Nick pointed out, these guidelines (or bylaws) should be very simple and very clear and instruct current and future DAO participants how to navigate the proposal and grants process. That is not what has been drafted here. To be perfectly honest, what has been drafted is highly unlikely to pass as a proposal.

I appreciate that you have spent a lot of time on this. However, my concern is that there is a substantial amount of confusion about what the by-laws are and what should be included. Before any further work takes place, more context needs to be given. It is much easier to do this on a call, because clearly this forum feedback is not moving this proposal in the right direction.

Call details: By-laws Sync
Friday, March 18th at 10.30am EST
Google Meet: https://meet.google.com/vvc-gzts-qnb
Open invitation. No POAPs.

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I’ll join the call. Count me in for the sync

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Bylaw Definition & Meaning - Merriam-Webster: The meaning of BYLAW is a rule adopted by an organization chiefly for the government of its members and the regulation of its affairs.

By-law - Wikipedia: A by - law is a rule or law established by an organization or community to regulate itself, as allowed or provided for by some higher authority.

At the beginning, I ask those that are involved in the proposal and election process to participate in the proposal section, but no takers.

At the beginning, I asked those who intend to give grants to develop a formal process to grant DAO assets, but no takers. This is especially important because it pertains to DAO assets. Without formality, you have people treating the DAO’s assets as a personal piggy bank.

I’m not sure what “right direction” means. The only Article where there has been friction was that which pertains to Directors, which was drafted to be balanced and advisory to protect the DAO, even though the DAO could have taken a stronger position. The work of those who worked on the by-laws was to protect the DAO and its assets.

But if what you want are “guidelines,” there’s no need to put anything to a vote. Guidelines are not rules of governance.

This is a little presumptuous, the community should decide the By-laws by the ratification process that was proposed, but you seem to be taking it out of their hands. It seems to me, we have the DAO elite and the rest of us, when the DAO should be decentralized and give voice to all. I did my best to work with @nick.eth, because he’s been an important and great contributor to the DAO.

You are a recognized leader in our community and you should have been more involved in such an important project. You have the Second Draft and can chop it up any way you want or discard it.

For reasons I already stated, I prefer transparency before the community.

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@ENSPunks.eth and I were on call today with @alisha.eth and @Coltron.eth and the following is what I would term a concise round-up from my subjective viewpoint:

[EP6] directly and indirectly raised a few loopholes in the Articles of Association of the ENS Foundation which is an overarching legal entity at the core of which sits the ENS DAO*. Without going into details, some of these loopholes pertain to eligibilities, terms & liabilities of Directors, indemnification clauses as @berrios.eth set out in the by-laws draft at the top, conflict of interest clauses and so on. These are intricate legal details that require attention from Fenwick as well as the participating members of the DAO community. This process could take time. Fenwick has been asked for their counsel and their answer is awaited, which will be considered in parallel with the comments here by the community. Currently, this work goes on the back burner in second gear.

On the front burner in fourth gear, there is a more urgent need for ‘internal governance protocols’ for the ENS DAO on a pragmatic internal functioning level, for instance targeting streamlining of the grant process & treasury management, setting a time baseline on the proposals as they move through tempcheck → draft → active process, more quantifiable criteria for proposal upgrades across stages and through snapshot (and through to on-chain wherever applicable) etc; these have been laid out by @nick.eth and @ENSPunks.eth above. These were initially termed as ‘by-laws’ as well which is perhaps misleading and led to some misinterpretation, and we discussed that a new appropriate name is needed. I have called them ‘internal governance protocols’ here but table is open for more appropriate alternative terms of course.

Essentially what I wrote above is calling for two sets of documents: one by-laws for the ENS Foundation (in second gear) and one ‘internal governance protocols’ for the ENS DAO (in fourth gear). It has been acknowledged by everyone present in the call that there will naturally be some overlap between the two sets. In such instances, one can only hope to deal with them case by case basis as we draft the protocols; this will not be foolproof but by trying to keep the internal governance protocols rooted into pragmatic aspects of governance combined with the code of conduct, we may be able to avoid any major conflicts if all actors continue to act in good faith.

I believe Alisha will put out the minutes from the call. If not, I hope this wrap up is accurate and helps give some context. I also encourage other people who were present to add their thoughts so we can clear the kitchen table before cooking again.

*This doesn’t imply that ENS DAO cannot exist without ENS Foundation. It simply means that ENS Foundation provides a legal umbrella to the ENS DAO. At the end of the day, ENS Foundation serves at the discretion of ENS DAO itself. Yes, it is a weird animal.

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Thank you for your synopsis.

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It appears that the efforts herein, and in the prior thread, are being dispensed with by leadership as too much. I hope the points raised in this Draft to protect the DAO, its assets, and its Stewards does not go unnoticed.

I want to thank the community and everyone who contributed to a robust debate, keeping the discourse civil, and taking their time and energy to contribute to the drafting process.

To paraphrase an old saying: Old lawyers never die–they just fade away.

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I wouldn’t say that (I am sorry if I gave the wrong impression that this work has been shelved). From what I understood from @alisha.eth, Fenwick’s counsel is awaited to determine how fast/slow to move with this and in what precise direction. Since the ‘internal governance protocols’ will also likely be affected by what Fenwick has to say, those are also in limbo at the moment. It is sort of like giving the space a bit of breather until Fenwick chimes in. Quiet before the next round :grin: Enjoy while it lasts

I heard: Old lawyers never die, they just lose their appeal :thinking:

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“Old lawyers never die, they just lose their appeal” Is hilarious!

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@inplco Thanks for the synopsis of the call - sounds like it was helpful. I am disappointed that I was not able to participate. I certainly think the distinction between “bylaws” and the “internal governance protocols” makes much more sense when termed that way.

I generally agree with @berrios.eth that the draft that was being circulated of the draft “bylaws” was more what a standard “bylaws” would look like - and, I certainly think that type of document is very much still needed here. I also agree that any bylaws for the DAO can, and should, be done in coordination with (not “by”, not “instead of”, etc.) Fenwick and the Foundation bylaws. This would ensure that the DAO and Foundation are on the same page, with separate and distinct - yet aligned - bylaws, while clearly articulating the lines, integrations, liabilities, and powers that exist between the two orgs.

I also agree that working separately on the “internal governance protocols” will facilitate the speed at which the grants and treasury process can happen and evolve. And I think anything created in this space, can easily be rolled up and, if appropriate, cited/referenced within the bylaws once they are finalized.

Finally, just a positive note to say how inspired and appreciative I am of the efforts I have seen everyone contribute to this discussion. It is really refreshing and inspiring - and looking forward to seeing this evolve.

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Wanted to add some thoughts on the citations above from @ENSPunks.eth on the grants/proposal list - which I think we now are calling the “internal governance protocols” :

I would propose consideration of the following as well under the grants process to ensure we are covering anything that happens after the grantee has been approved for grant funding, before closeout/final deliverable is completed:

  • Grants administration - Monitoring/portfolio management
    -how do we confirm deliverables are completed and we confirm that the grantee does what they proposed to do, and ENS has paid for what has been agreed upon? Do we have 1 payment up front, or other payments based on deliverables? (If deliverables, and multiple tranches, that raises a number of other questions: How long is the funding good for (this will be important to cross-ref to Treasury Management (ie., what if the deliverables are not completed within 10 years without a limitation on disbursement timing - this liability would remain on the books for a long time - how would we address this in the system? Vs if we build in disbursement timeframe limitations (ie, 5 years for disbursement)- we would want to specify the process by which we address this as well.) Also, who reviews the deliverables for completion? What is the process if a grantee takes the $ and does not complete the grant?

  • Grants Administration - Evaluation
    -assessment of whether the funding accomplished the objectives. To that point, which groups would determine the appropriate ‘objective’ for the grant? Generally, I think we would want to have a systematic way to roll-up grants and their impact to measure how well we are accomplishing things, within a wholistic, system-wide strategy. How strict or loose do we want this process to be? [this also begs the question - do we have a transparent way (portal, etc.) that the community can see who is a grantee, if they have received grants before, how much of the grant they have completed, how much $ has been expended [if in tranches], what was completed, any deliverables (? - will these be publicly available, posted somewhere,?)

  • Suspension/debarment of grantees
    -Will we have a process for this? If so, how do we create a transparent system to deny any potential grantee the ability to participate/receive any grant funding as a result of previous bad actions/etc. (Or, alternatively, are we ok with the risk that some actors may be ‘bad actors’, and take the risk - while building in protections in other places (i.e., creating ‘tiers’ of grants - where, 1st time applicants can only receive $x,000; 2nd time applicants, can receive $3x,000, etc.)

Just some initial thoughts. (Also, if there is another thread these internal governance protocols are being discussed - happy to move over there - I just could not find one.)

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