"Special resolutions" concept for certain proposals

Based on some of the discussions in this thread: [EP1] [Social] Proposal: Transfer ENS Treasury and Contract Ownership I had a rough idea for something similar to how companies have special / extraordinary resolutions. Any changes to an agreed list of topics - which should be matters that are existential to the DAO - would require a higher quorum and % of “for” votes to be enacted. A common structure for listed companies is:

Normal Resolution
Quorum: Not always specified, but where it is, commonly 25%+
Majority: Anything over 50% passes.

Special Resolution
Quorum: Not always specified, but where it is, commonly 50%+
Majority: Requires over 75% to pass

The idea is that for certain critical resolutions, it makes sure it isn’t just the pure mathematical majority, but it really does represent the will of the collective DAO.

Positives

  • Guards against malicious voting on key matters
  • May prevent a faction split (e.g. “ENS core” vs “ENS v2”) in the event of tight vote on a critical matter, which would harm the DAO
  • Mitigates risk concentration of delegated votes (e.g. if 50% of holders aren’t really interested about voting and are holding the tokens for pecuniary gain - hopefully this doesn’t happen longer term)
  • If it’s a code change that’s critical - forces a sufficient number of people to read, understand, and verify it

Negatives

  • Allows more proposals to be voted down / cancelled (= inaction = no progress)
  • Not as simple to understand as a pure 50.1% majority
  • May be difficult to agree which proposals it should be applied to

Anything that would be uncomfortable / awkward if it only passed by 50.5% vs 49.5% against, is an easy way to frame what it could/should be applied to. Some of those matters were discussed in the above thread, e.g. transfer of critical powers to the DAO.

Thoughts?

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How does this overlap with the constitution? The constitution has a higher, 2/3rds majority requirement; are there examples of special resolutions that shouldn’t be articles of the constitution?

Some quick corporate examples - that wouldn’t be changes to the Constitution as it stands, I think? - are:

  • Renaming the DAO itself (from ENS to SuperENS2030)
  • Changes to the core team (certain roles/functions only?)
  • Material change to the voting rights / system of the DAO (e.g. this proposal itself would potentially qualify)
  • Decision to end/liquidate the DAO
  • Approval / removal of a key technical partner (FireEyes, in the early stages? Maybe this won’t be relevant going forward)

On the Core team changes, in my view this would help to avoid accusations of cronyism. It also covers the scenario if/when any of the Core team decide to step aside from the project for whatever reason (e.g. Jack Dorsey this week). Also, especially during COVID times, there can be very sudden unexpected changes and I think any changes need sufficient approval, as a bad appointment/replacement could be disastrous. If that’s already in the Governance somewhere, then apologies, I have missed it - I could only see text about the power the DAO has/will have over the Foundation. Quite a lot of public perception about web3.0 is driven by news reporting, which still has an outsized focus on the negative (Mt Goxx, OneCoin, etc). This would also allow for a “no-confidence” vote should that come to pass - it seems wrong that a simple majority vote should be sufficient to oust someone on the core team, in my personal opinion.

If there is any merit in the concept I think it would make sense to broaden the scope of the two-thirds majority rule to Constitution changes, to encompass these also. Could broaden the constitution to cover some of the above, but I actually like the fact it is straightforward and short.

There are likely many other examples that are much more specific to the DAO - above is just a quick comparison from a known start point.

I think this has the potential of adding more complications down the line vs reducing them. There’s too much left for opinion / interpretation. Would have to be way more specific about what does/doesn’t meet the threshold and have clear framework around it.

Fair point. In a company this sort of thing would be handled via articles of incorporation and bylaws; perhaps that’s how we should view this?

I’m inclined to think that either we should find someone with experience drafting corporate bylaws to put something together, or we should wait and see what becomes necessary, rather than going in blind.

Inactive for a few days so had the opportunity to come back to this cold.

@maariab I 100% agree that it is not straightforward to agree what it should apply to; if the idea has merit, I would find time to explore a bit further. If it can’t be expressed simply, it should be scrapped, as adding something difficult to understand is totally against my idea.

@nick.eth yes, that’s exactly how I was thinking about it. The issue with the corporate Mem&Arts (bylaws) is that they tend to run to 100s of pages, which is not helpful here.

On reflection, I think the best course of action is:

  • Leave the topic as [On hold]
  • I (or anyone else) can reply to the topic if/when I see matters that would be good candidates for this
  • If there’s a reasonable list in 3-6 months, I’ll take it forward to draft something and see if it makes sense

I’m not a lawyer by trade but I have worked on and submitted bylaws to incorporate companies, so I’d feel happy attempting a draft for discussion. It would need some legal input, once we had a decent draft, if it was agreed to move ahead.

I am in support of this and I also think quorum needs to be raised (I think related)