VDP-111: VITA-FAST Governance and Constitution

[tylergolato]

VITA-FAST Governance and Constitution

VITA-FAST Stakeholders

Stakeholders include VITA-FAST token holders, VitaDAO, the Korolchuk lab, Newcastle University, Molecule, and any service providers, as well as any other natural or legal persons who consider themselves affected by or otherwise interested in VITA-FAST.

Members of VITA-FAST Governance

A member is anyone who holds $VITA-FAST, the token to govern the Korolchuk IP-NFT. Tokens can be obtained by purchasing on a DEX or working for the project. Members have full governance rights and can participate in governance on Discord (informally) and via token-based voting (formally).

Token holders are the ultimate authority in what happens with the Korolchuk project via the $VITA-FAST governance token.

Working Groups and Squads

Currently, active Working Group streams relevant to VITA-FAST are:

• Longevity Working Group

• Community & Awareness

• Operations

• Builder Squad

Service Providers

• Molecule AG
  • Molecule Product and Tech WG
  • Molecule Biotech Program

Project Stewards

Governance related to VITA-FAST is supported by a steward and the creation of a governance squad who helps coordinate project related activities and tasks for the project from VitaDAO.

• Stewards execute and make decisions on a day-to-day basis within the bounds empowered by the token holders.
• A VITA-FAST steward is appointed by VITA-FAST holders
  • The Builder Squad in VitaDAO may propose a candidate of their choice
  • Individuals can submit a proposal to run for steward
  • Elections will be carried out to formally appoint this steward amongst VITA-FAST holders in a subsequent “Project Lead” proposal
• Stewards can be challenged by VITA-FAST holders, or a new steward suggested
• The VITA-FAST Steward, can be a member of the commercialization squad / Longevity Dealflow WG within VitaDAO though and act as a conduit for communications between the VitaDAO community as token holder, and the VITA-FAST project.

Governance Framework

VITA-FAST token holders are in control of all governance decisions by voting on VITA-FAST proposals. Proposals vary by type and follow the process specified below. VITA-FAST members’ votes are weighted by the amount of VITA-FAST tokens they hold.

In the future, VITA-FAST token holders may delegate votes to members of their choosing and typically will do so to members with more domain expertise.

US persons will not be allowed to participate in VITA-FAST token governance unless otherwise permitted by law. Purchase of VITA-FAST by US persons is against the VITA-FAST terms.

Multisig

VITA-FAST uses a Gnosis Safe multisig with four signers, who are trusted individuals voted in by the community. The VITA-FAST multi-sig signers secure the multi-sig and execute the will of the VITA-FAST token holders, as defined by the token holders and Stewards. A request for nominees from amongst existing VITA-FAST token holders may also follow. They are not a decision-making body. The list of signers is as follows:

1. Alex Dobrin (@alexdobrin), Awareness Steward
2. Eleanor Davies (@eleanord)
3. Jesse Hudson (@jessehh)
4. @schmackofant

Note: Alex and Eleanor they are acting in their capacities as caretakers/representatives of VitaDAO, and not in their personal capacities

Soft Governance

In principle, as many decisions as possible should be made using a soft governance mechanism via Discord. As a general rule, on-chain votes are required for high-stakes decisions that

• revolve around the treasury and a certain level of expenses
  – ≤ $10,000 USD equivalent
• revolve around the rules or the rules to change the rules [the constitutional process]
  or
• revolve around membership and enforcement of norms [punitive measures].

Other decisions should be taken through soft governance.

Proposal Process Overview

1. Phase I: Informal - Post in VITA-FAST Token-Gated Channel in Discord

→ Community support indicated by Discord vote (5 votes)

2. Phase II: Formal - Creation of thread and discussion with Phase II tag in Discord

→ Community support indicated by Discord vote (20 votes)

3. Phase III: Upload to Snapshot for token-based vote

→ Community support indicated by token-based vote

Phase 1: Specification on Discord

This phase requires threads to be created in the VITA-FAST token gated Discord forum channel. This information must be non-confidential.

Title → 30-60 characters

Teaser → First approx. 120 characters of the content below are shown on the Snapshot main page

Summary → 200-400 characters in one paragraph

Details → any length, any formatting, should include media and hyperlinks, must include sections on motivation, specification and implementation

In addition to these fields, Phase 2 proposals must include a single-choice poll on the proposal outcome giving the options “Agree”, “Agree with revisions” (requiring a comment), and “Disagree”.

• Agree

• Agree with revisions (please comment)

• Disagree

[/poll]

The proposal author is responsible to incorporate comments from “Agree with revisions” votes. If their comment is fully resolved, commenting authors are supposed to change their vote from "Agree with revisions” to “Agree”.

Duration

Minimum: 1 day
Maximum: 1 week

Passing Requirement

For proposals to successfully pass from Phase 1 to Phase 2, there must be one outcome with a relative majority of votes on a Discord poll (minimum 10, and majority yes).

Phase 2: Consensus on-chain (Snapshot)

Proposals are moved to Phase 2 by posting the proposal to the VITA-FAST snapshot. It will be the responsibility of the multisig signatories to ensure proposals are posted to Snapshot without delay. In addition, the multisig signatories will be responsible for notifying the VITA-FAST token holders via Discord and Telegram ensuring all token holders receive adequate notification.

Additionally, VITA-FAST holders have the option of assigning their voting power to a delegate on Snapshot.

Phase 2 Duration

1 day

Passing Requirement

Majority vote with 5% quorum of circulating token supply via formal token-based vote. Snapshot votes are shielded to prevent voting bias and to combat voter apathy.

Identical or nearly-identical proposals that do not pass Phase 2 on Snapshot, can be reintroduced right away under certain circumstances.

Governance Incentives

To create an incentive program for generating productive governance proposals, VITA-FAST holders who create proposals that are passed on Snapshot will receive a 20 VITA-FAST reward.

VitaDAO voting on VITA-FAST issues

VitaDAO is able to participate in VITA-FAST governance relative to the circulating supply held by holders other than VitaDAO.

Today, 20% of the supply of VITA-FAST is currently distributed to holders other than VitaDAO. Therefore, VitaDAO can vote with 20% of the VITA-FAST tokens. VitaDAO holds 69% of the VITA-FAST supply equal to 690,000 VITA-FAST. Therefore today VitaDAO would be limited to voting with 200,000 of that VITA-FAST.

VitaDAO and other parties agree to abstain from votes where it is deemed to have a conflict of interest by a third neutral party.

VITA-FAST Majority Rule and Minority Rights

To implement a majority-rule for decision-making for VITA-FAST holders, a ⅔ supermajority principle will be put into action for adjudicating IP-NFT licensing contracts. A licensing deal will be deemed approved only if it secures the favor of more than ⅔ of token holders. As such, an approval would drag-along all VITA-FAST token holders to the decision. In addition, to safeguard the interests and prevent extreme dilution of minority token holders, any proposal to augment the quantity of VITA-FAST must also achieve endorsement from over ⅔ of the token holders.

• Agree
• Revisions Requested (Detail in Comments)
• Disagree

[SimiKol]

Elections will be carried out to formally appoint this steward amongst VITA-FAST holders in a subsequent “Project Lead” proposal

Wouldn’t it be more appropriate, according to Vitadao’s governance rules, for the company’s building efforts to be run by the Builder Squad? Which are the reasons for deviating from this established process?

Today, 20% of the supply of VITA-FAST is currently distributed to holders other than VitaDAO. Therefore, VitaDAO can vote with 20% of the VITA-FAST tokens.

What is the rationale behind constraining Vitadao’s voting power? If such limitations are in place, why aren’t we simultaneously discouraging the emergence of ‘whales’ through the token sale or Uniswap poll?

Perhaps implementing quadratic voting could be a more balanced approach?

[EliMo]

Hi guys, we’re collecting comments from various stakeholders in Vita DAO, especially those that this relates to the most - the people currently leading projects such as the one under VITA-FAST. Please do not push this on snapshot until we have had an opportunity to comment. Thanks!

[EliMo]

An immediate question for the proposer is: how does this proposal relate to the existing processes established by the Squad as governed by SG 0.3c? Shouldn’t you explain in this proposal which processes would be invalidated, at the very least? After all, we want token holders to make the most informed decisions, correct?

Another question is about:

Onboarding and offboarding of VITA-FAST stewards will follow standard procedures outlined in VitaDAO governance

This doesn’t seem to follow the logic in the first part of the proposal. The stewards (or Project Leads, as we call them in the Commercialization Squad currently) are appointed and fired by the Squad once the proposal to do so is ratified by VitaDAO Stewards. Could you explain to the reader how your proposal for onboarding and offboarding would work in real life?

[tylergolato]

It is necessary, because VitaDAO sold a small amount of governance tokens in the project and still holds 69%. For those tokens sold to the community to have any weight in enabling governance, it needs to constitute a similar stake to VitaDAO to be used in voting. If not, VitaDAO’s vote is the only vote that matters and the governance distributed is somewhat meaningless.

[tylergolato]

Have removed the part about onboarding and offboarding stewards, as you are correct, it ultimately conflicted with the previous lines.

My feeling is that token holders will vote to decide whether or not to use the builder squad in the same way as VitaDAO. When VitaDAO decentralized this project to external stakeholders by auctioning off governance, it ultimately created the need for a “mini-DAO” separate from VitaDAO to govern the asset. If those stakeholders want to use the builder squad - as I believe they should - they will vote to do so.

That is my current thinking. We could also explore making it the default, if that’s what the majority of people want!

[benji]

@tylergolato

That is my current thinking. We could also explore making it the default, if that’s what the majority of people want!

Given the level of importance of the decision of who will be the project lead for new “subDAO” for something like Korolchuk’s project with its own token, it certainly justifies its own governance process for electing and removing the project lead. It may even justify hiring its own project lead outside the existing builder squad. Yes - VitaDAO is still the majority holder, but because they have decided to create a new subDAO, they sacrifice some degree of control to the new tokenholders, who should be able to deviate from the standard VitaDAO processes. Guidelines are of course helpful, but should not be enforced to a project that is no longer under full control of VITA tokenholders.

[EliMo]

@benji

Guidelines are of course helpful, but should not be enforced to a project that is no longer under full control of VITA tokenholders.

Benji, as you know - I am not talking about politics here or control. We have discussed this at length async. And of course, our EIRs/Project Leads also could not care less. I am talking about the fact that by forcing an “election” of the person coordinating the project, who in most cases is paid by VitaDAO and not the project budget pre IP-NFT fractionalization btw, your are subverting every single process we put together so far as voted for by the tokenholders in SG 3c. Why vote for it at all if you essentially kill it within a couple of months?

For the voters and readers here who do not know, here is how the current spinoff (i.e. projects like Korolchuk) process within VitaDAO looks like:

1. The project is sourced, vetted, reviewed and funded through a governance proposal
2. The project is added to the Builder (Commercialization) Squad pipeline, if fulfilling certain criteria
3. A Project Lead is assigned from the pool of EIRs. EIRs are vetted individuals, often serial entrepreneurs who have demonstrated the required experience and skills (e.g. brought companies to IPOs, drugs to market, achieved exits to Pharma, etc.) to bring the project to the next value inflection point.
4. The Lead, with the help of the Squad, builds a detailed project plan in our Asana environment, complete with tasks, deadlines, milestones, etc.
5. The Lead liaises with the scientists (e.g. like Dr. Korolchuk), plans, strategizes, build a long term relationship - and acts as a quasi CEO
6. The Lead reports regularly to the Squad, the Stewards, and finally the Community
7. The Lead disburses funds as planned through the “use of proceeds” section in the governance for the project that was approved
8. Any deviations from the above are approved from the Stewards

What you are suggesting is that after putting in a LOT of effort and time to onboard the Lead, and this same person putting in effort to lead the project implementation for potentially months, we put up this position for an election. What percentage - among the small pool of competent EIRs - do you envision would agree to commit to all of that that just to potentially be voted out for a non-meritocracy related reason?

If we are electing the Lead, why have the Builder Squad at all? The Squad appoints Leads and manages the projects pre-IP-NFT and should continue to do so post fractionalization. Frax does not change what needs to be done and how. In addition, how do you envision VITA-FAST tokenholders will decide on the 10k transactions? The treasury from the frax is now ~40k, correct? So tokeholders decide on that, but do not decide on the rest of the budget, i.e. 220k? Does this not look unfair and a bit like a facade to you?

Tyler has already suggested the potential for a completely rational solution, which is essentially for token holders to ratify (or not, of course) the existing lead, rather than elect one.

[benji]

I appreciate you laying out the process and thinking. I guess my disagreement comes from my personal feeling that this current process is not best set up for success. For example, I have not received any data from any of these projects leads as a token holder. For example, I had to personally liaise with Korolchuk to get access to the data to present it to the community in a non-confidential way prior to the Crowdsale.

I do not question the credentials of the EIRs for a second and am incredibly impressed with the team that’s been put together. However, there is insufficient information transfer between the project leads and the DAO members and I feel that if the election of the project lead was more democratic, there would be a greater accountability to disseminate info and answer the community’s questions than doing everything privately. Of course there is the consideration of IP and protecting it, as well as being able to move quickly, but as we showed with Korolchuk’s project, information can be disseminated to the community in a privacy preserving, yet public way that gives the community an opportunity to provide critical feedback. There is so much latent talent in the DAO that is being untapped, outside of the EIR squad. For many projects no updates have been provided, which is a huge disservice to the projects themselves which could benefit from community input.

@EliMo

Why vote for it at all if you essentially kill it within a couple of months?

Adaptation is the key to survival.

[Taliskermalt]

@tylergolato

A mandatory 7-day waiting period for Phase 1 proposals after the last significant change to the proposal must be adhered to. A VitaCore majority will decide if the change in question qualifies as significant or not. Some examples of significant changes include changes that affect public image and the ones that revise the decision-making power and budget.

VitaCore does not have a role in this proposal. The VITA-FAST tokenholders should have to create their own Core function to the extent it is needed.

[benji]

This is a very fair point - agree it should 1) have its own core or 2) we should drop this clause altogether.

[Jesse]

@EliMo

we’re collecting comments

ah, the royal “we” – a tool of traditional government with no place in a democracy

[tylergolato]

This has been removed from the proposal - thanks!

[bowtiedshrike]

I would suggest VitaDAO retains either 51% or 49% of the voting power to avoid stalemates instead of 50%. With a licensing threshold at 2/3, that will prevent deadlocks, but also keep VitaDAO from calling all of the shots all the time.

Is any weight given to the Korolchuk lab beyond the Vita-FAST they were given?

[benji]

Always with the fire points thanks for the questions @bowtiedshrike.

@bowtiedshrike

Is any weight given to the Korolchuk lab beyond the Vita-FAST they were given?

From a sheer voting perspective, no, but would hope that the VITA-FAST holders would weight the opinion of Korolchuk highly if he is pushing in a specific direction given his asymmetric information.

[EliMo]

You may lack context Jesse - the “we” is the Builder Squad. I am merely saying that I (the current Squad Lead) am talking to the many stakeholders (e.g. EIRs, Stewards, etc) currently working on the spinoffs (projects such as Korolchuck) and gathering inputs so that we may have a unified stand on what is proposed here. It is essentially getting in sync internally first, on issues in this proposal that essentially invalidate SG 0.3c.

[scienceman]

Interesting proposal here. Would encourage everyone to keep in mind we are all learning on the go here - so healthy debate is nice to see.

A few comments that resonate with me:

1. Tyler: VITA-FAST is a mini-DAO within a DAO - I agree with this, ithas its own token so must be treated this way.

2. Eli - a lot of work has gone into the builder squad & we need to keep EIR incentivized to participate in VitaDAO. They should be the no-brainer option to continue to champion & guide these projects into FAST-Tokens

3. Benji - not enough information/updates. I agree with this. If we can enhance transparency from builder squad would also likely show that it is a no brained to keep the builder squad EIR in place. Maybe a simple webpage can be spun up for each project with a standard format to facilitate this

4. BowtiedShrike / Tyler - keeping Vita <50% would help to ensure they do not dominate the vote and FAST has a meaningful say in governance.

Overall, I am ok with the idea of an election for FAST project leads. But I also think it should almost be unquestionable that the builder squad EIR is the person for the job - sounds like we need a bit more work to make that happen.

[Jesse]

I voted “Revisions Requested (Detail in Comments)” to include in the final proposal wording highlighting that US persons are by default not allowed to participate (unless otherwise permitted by law) in VITA-FAST.

That language could be included in the Governance Framework section of the proposal, which would be modified to read as follows:

Governance Framework

VITA-FAST token holders are in control of all governance decisions by voting on VITA-FAST proposals. Proposals vary by type and follow the process specified below. VITA-FAST members’ votes are weighted by the amount of VITA-FAST tokens they hold.

In the future, VITA-FAST token holders may delegate votes to members of their choosing and typically will do so to members with more domain expertise.

US persons will not be allowed to participate in VITA-FAST token governance unless otherwise permitted by law. Purchase of VITA-FAST by US persons is against the VITA-FAST terms.

The reason for this revision requested is to give credence to the comment (screenshot below) from user cap22 in #vita-fast-general in Discord, which I believe warrants a proper response in the form of language added to the VITA-FAST governance documentation (among other places, such as the VITA-FAST website).

For example, the message (screenshot below) displayed during the VITA-FAST token sale blocking US persons should be displayed on other VITA-FAST web portals, such as those for accessing data from the VITA-FAST autophagy drug development and for voting on governance proposals.

[tylergolato]

Thanks Jesse - I have actioned this.

[Jesse]

Thank you, sir. Vote changed to “agree” based on the revision.