VDP-36 Stewardship Process Amendment #1

Proposals Archived Proposals
1

Summary

This proposal seeks to improve the VDP-19, defining the processes to on- and offboard working group stewards. Several shortcomings have been noticed, including a too restrictive way of onboarding as well as a too inconsiderate way of offboarding stewards. Final changes are pending community feedback.

Motivation

VDP-19 introduced a process to onboard and offboard working group stewards. Applying this process revealed several vital details where this process falls short of the expectations of the DAO. This amendment seeks to provide a dedicated space to gather all feedback, discuss improvements to VDP-19 and introduce a new process to on- and offboard working group stewards.

Specification

Onboarding process

The governance working group suggests to revise the corresponding section in VDP-19 as follows:

  1. Any three working group members or any steward [currently: Any steward] can nominate anyone as a new steward who fulfils and agrees to the requirements listed below. At this time, the nomination is kept private within VitaCore, e.g. in the VitaCore Discord channel, on a VitaCore call, or via (group) PM.
  2. Once a new steward is nominated, any VitaCore member can challenge the nomination within a week in writing in accordance with the Dispute Resolution Process. The purpose of the dispute resolution process is to achieve a mutually agreed withdrawal of the nomination or challenge, or otherwise to provide guidance to VitaCore as to what material facts must be taken into account and correct interpretation of rules before making a decision regarding the nomination. [currently: conditions to vetoing not defined further]
  3. If the nomination receives support from a majority of VitaCore members, the nomination is shared publicly in the Discord channel #cross-wg-chat where members of all working groups vote on the nomination.
  4. If a majority of votes is in agreement, the nominated steward is offered the position.
  5. If the nominated steward accepts, they are officially onboarded as a steward.

We also suggest to change the section title “Notes and soft requirements” to “Requirements”.

Offboarding process

We propose to amend the following:

“Any steward who is offboarded will go through a transition period which includes duties to hand over their role and/or document their know-how. In addition, any steward who has consistently provided at least 50% of their time to VitaDAO and therefore likely to depend on this income is entitled to receive a severance package.”

Implementation

If and once this proposal passes the phase 3 on Snapshot, this process will be in effect immediately.

  • Agree
  • Agree with revisions (please comment)
  • Disagree

0 voters

4 Likes
2

I think to keep things simple and in line with best governance practice, we should define a Dispute Resolution process to be used for any disputed action of the DAO such as appointments and removals of VitaCore, breaches of Code of Conduct and any other disputed matter that requires a decision. There should also be a right to appeal to either binding Kleros Arbitration or off-chain (e.g. in accordance with LCIA rules), with the person appealing covering the costs of appeal (although costs may be awarded if successful).

We can define the Dispute Resolution process as follows:

Dispute Resolution means a process to resolve any dispute between VitaDAO members regarding any governance or disciplinary matter. In the event of dispute, the parties will use their best endeavours to resolve the matter by mediation and settlement facilitated by a neutral member of the Legal WG nominated by both parties. If the dispute cannot be resolved within 7 days, either party may request a resolution by VitaCore within 14 days, by payment of a pre-determined Dispute Resolution fee (500 VITA or as determined by majority vote of VitaDAO members), which can be repaid at the discretion of the majority of VitaCore if a decision is made in favour of that party. Each party shall be provided an opportunity to make written submissions published in writing and conducted via a public hearing (if requested by either party or any VitaCore member), unless the majority of VitaCore members agree that a private hearing is required for legal reasons. Both parties will be provided an opportunity to make a written submission and a response to the submission of the other party and will have the right to have a support person present at a hearing. The VitaCore members must take submissions into account in an unbiased manner before voting.

VitaDAO members agree that either party shall have a right to appeal to binding on-chain Kleros arbitration or off-chain arbitration (determination by single arbitrator in London according to LCIA rules), with costs borne by appealing party but with the right to request a costs award from the other party if the appeal is successful.

On that basis, we can now amend the following to refer to the Dispute Resolution process, which can be used for any other dispute:

3. If a majority of votes is in agreement, any VitaCore member can challenge the nomination within a week in writing in accordance with the Dispute Resolution process.[currently: step 2]*

In my view, VitaDAO members will benefit from a formal dispute resolution process because disputes are unavoidable, and this will help with resilience and anti-fragility long term. Disputes also have an escalating process which encourages parties to get together and reach consensus at an early stage.

Another question I had was to confirm this process of appointment and removal of VitaCore members will also apply to the newly proposed expanded definition (VDP-34 Defining VitaCore) i.e.

  • Group 1: Working Group Stewards and Co-Stewards
  • Group 2: Ambassadors of actively and significantly contributing Service Providers (currently Molecule GmbH and decentralized MATTER B.V.)
  • Group 3: Ambassadors of VitaDAO’s partner DAOs (currently labDAO)
  • Group 4: Representatives from strategic contributors (currently none, TBD.)

At the moment, it’s not clear how members of Group 2 and 3 are appointed, but would ideally want this to occur in the same way. Perhaps can amend reference to Steward to VitaCore nominee, which would include Stewards if the new definition is adopted e.g.

### Onboarding process

1. Any working group member who currently has or recently had significant overlap in their activities with the to-be-nominated VitaCore nominee [currently: Any steward] can nominate anyone as a new steward who fulfils and agrees to the requirements listed below.
2. Once a new VitaCore nominee is nominated, members of all working groups vote on the nomination in the Discord channel #cross-wg-chat. [currently: step 3]
3. If a majority of votes is in agreement, any VitaCore member can challenge the nomination within a week in writing in accordance with the Dispute Resolution process.[currently: step 2]*
4. If the nomination receives support from a majority of VitaCore members, the nominated VitaCore member is offered the position.
5. If the VitaCore nominee accepts, they are officially onboarded as a VitaCore member.

### Offboarding process

We propose to amend the following:

“Any VitaCore member who is offboarded will go through a transition period which includes duties to hand over their role and/or document their know-how. In addition, any VitaCore member who has consistently provided at least 50% of their time to VitaDAO and therefore likely to depend on this income is entitled to receive a severance package.”

Dispute Resolution means a process to resolve any dispute between VitaDAO members regarding any governance or disciplinary matter. In the event of dispute, the parties will use their best endeavours to resolve the matter by mediation and settlement facilitated by a neutral member of the Legal WG nominated by both parties. If the dispute cannot be resolved within 7 days, either party may request a resolution by VitaCore within 14 days, by payment of a pre-determined Dispute Resolution fee (500 VITA or as determined by majority vote of VitaDAO members), which can be repaid at the discretion of the majority of VitaCore if a decision is made in favour of that party. Each party shall be provided an opportunity to make written submissions published in writing and conducted via a public hearing (if requested by either party or any VitaCore member), unless the majority of VitaCore members agree that a private hearing is required for legal reasons. Both parties will be provided an opportunity to make a written submission and a response to the submission of the other party and will have the right to have a support person present at a hearing. The VitaCore members must take submissions into account in an unbiased manner before voting.

VitaDAO members agree that either party shall have a right to appeal to binding on-chain Kleros arbitration or off-chain arbitration (determination by single arbitrator in London according to LCIA rules), with costs borne by appealing party but with the right to request a costs award from the other party if the appeal is successful.

Interested in thoughts on this. I definitely want to avoid additional complexity to these governance proposals which are already quite fragmented, but perhaps it makes sense to bundle this into one. We might also want to update the other governance proposals to refer to a Dispute Resolution process where relevant (e.g. breach of Code of Conduct).

4 Likes
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I like it. I love the efforts to formalize the dispute resolution process.

I am concerned this turns VitaCore into a tribunal. It gives VitaCore power and responsibility that maybe VitaCore shouldn’t have, especially if VitaCore members are not experienced in mediation, arbitration, or litigation.

Asking VitaCore to resolve your dispute is like asking a law firm to repair your car. Better ask the mechanic.

The following change would sync the Dispute Resolution term with dispute resolution clause in VitaDAO’s agency agreements, furthering efforts towards standardization:

“Dispute Resolution” means the process described herein to resolve any controversy, dispute, or claim between VitaDAO members regarding any matter related to their work with VitaDAO.

In the case of any controversy, dispute, or claim, the members will resort to first to amicable and direct negotiation. If the matter is not resolved through negotiation within 10 days of the initiation of the conversation, then the matter will proceed to mediation with a neutral member of the VitaDAO Legal Working Group. If the dispute cannot be resolved within 20 hours of mediation over not more than 30 days, then the matter will proceed to off-chain or on-chain arbitration.

All VitaDAO members hereby agree that any dispute, controversy or claim arising out of or relating to their work at VitaDAO including the validity, interpretation, or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration. If on-chain, then the dispute shall be administered using the Kleros online arbitration system and in accordance with its rules. If off-chain, then the dispute shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. In any event, the tribunal will consist of one arbitrator. The language used in the arbitral proceedings will be English. Costs shall be borne by the party initiating the dispute, who shall have the right to request a costs award from the other party. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

This way we don’t turn VitaCore into a tribunal. We take the car to the mechanic.

4

Totally agree that it is rational governance design to delegate important decisions to a panel of experts acting within their expertise. I also agree that it would be better to standardise the Disputes Resolution clause - am comfortable with this wording and JAMS arbitration (although increased litigation risk in US).

However, I assume VitaCore are being provided with important governance and disciplinary powers and that their role is to make executive decisions on behalf of the DAO. And so they should be required to apply the governance documents taking principles of natural justice into account before making those decisions, in the same way that an employer (manager or board) must do the same before making decisions relating to an employee. It should be possible for a mediator or arbitrator to refer an ultimate decision to VitaCore (or VitaDAO members), but with guidance as to what material issues must be taken into account and the correct interpretation of governance documents before making this decision - a bit like how a jury is guided by a judge.

I propose we could amend as follows:

3. If a majority of votes is in agreement, any VitaCore member can challenge the nomination within a week in writing in accordance with the Dispute Resolution process. The purpose of the Dispute Resolution process is to achieve a mutually agreed withdrawal of the nomination or challenge, or otherwise to provide guidance to VitaCore as to what material facts must be taken into account and correct interpretation of rules before making a decision regarding the nomination [currently: step 2] *
4. If the nomination receives support from a majority of VitaCore members, the nominated VitaCore member is offered the position.

5

I love how we’re iterating and innovating continuously here.

One amendment I’d make to this amendment is to allow consensus building before going to a majority rule, while providing some privacy before an appeal forces disputes to be done in public, to prevent escalation, reputation tainting, etc (for example we had someone try to bribe a VitaCore member - we simply informed that person they’re not welcome, and didn’t have to go start a public conflict, where we all lose, really).

Decisions about hiring or promoting individuals are never done in public. Imagine every company board having to explain publicly (to shareholders) why they don’t like a certain candidate.

A good argument is made to allow for Dispute Resolution and appeals.

Allowing the majority to rule over the minority is a failure in consensus building and should be used as a last resort.

We also must be careful to not try to innovate too much on non-core aspects (research funding activities) lest we have unforeseen side effects. There must be other DAOs (and other organizations) that are focusing on innovating in these aspects and we shouldn’t try to reinvent all the wheels.

That said, I propose the following process:

  1. Any working group member can nominate anyone they have significant overlap in their activities with, as a VitaCore member who fulfills and agrees to the requirements listed below.
  2. Any VitaCore member can challenge the nomination within a week. If the nomination isn’t withdrawn in private (by the nominator or nominee) and VitaCore doesn’t reach a positive consensus within a week, a Dispute Resolution process starts, in accordance with the following clause in VitaDAO’s agency agreements:

“Dispute Resolution” means the process described herein to resolve any controversy, dispute, or claim between VitaDAO members regarding any matter related to their work with VitaDAO.

In the case of any controversy, dispute, or claim, the members will resort to first to amicable and direct negotiation. If the matter is not resolved through negotiation within 10 days of the initiation of the conversation, then the matter will proceed to mediation with a neutral member of the VitaDAO Legal Working Group. If the dispute cannot be resolved within 20 hours of mediation over not more than 30 days, then the matter will proceed to off-chain or on-chain arbitration.

All VitaDAO members hereby agree that any dispute, controversy or claim arising out of or relating to their work at VitaDAO including the validity, interpretation, or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration. If on-chain, then the dispute shall be administered using the Kleros online arbitration system and in accordance with its rules. If off-chain, then the dispute shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. In any event, the tribunal will consist of one arbitrator. The language used in the arbitral proceedings will be English. Costs shall be borne by the party initiating the dispute, who shall have the right to request a costs award from the other party. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

The purpose of the Dispute Resolution process is to achieve a mutually agreed withdrawal of the nomination or challenge, or otherwise to provide guidance to VitaCore as to what material facts must be taken into account and correct interpretation of rules before making a decision regarding the nomination
3. If the nomination isn’t challenged, or after the Dispute Resolution process is concluded, members of all working groups vote on the nomination via a verifiable secret vote.
4. If a majority of votes is in agreement, the nominated VitaCore member is offered the position.
5. If the nominee accepts, they are officially onboarded as a VitaCore member.

1 Like
6

Another potential improvement, if VitaCore cannot reach consensus is to have a weighted vote, where the people that have worked closely or will work closely with the nominee have more weight.

Initially, this amendment had wording in phase 1 around “25% of VitaCore or 50% of VitaCore members who currently have or recently had significant overlap in their activities with the nominee” being able to veto.

In practice, if VitaCore tries to reach consensus (instead of defaulting to majority rule) those people would have more weight in swaying the undecided ones informally, so it might not be necessary to define exact percentages. This happened already.

Of course, if the nominee would replace someone currently in a certain position, that would be a conflict of interest and should abstain from voting. In our case though, we can have multiple stewards per working group, for example, so I wouldn’t worry about this one just yet.

Ideas welcome

1 Like
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I do not think it is rational to require a consensus amongst all VitaCore members for decisions. Especially if consensus is not required to pass a proposal. Majority rule is democratic and for certain decisions, we can propose a supermajority. The idea of “weighted votes” will be almost impossible to determine in practice, i.e. how do we define weight and what does “more weight” mean proportional to “working closely”.

Conflict of interest might not only occur if someone is due to replace another. It could be for various other reasons e.g. involvement in an investigation or compliant, financial conflict of interest etc. The idea is to disclose this and then abstain.

1 Like
8

The Dispute Resolution process provides for a private mediation. We are also discussing the potential to establish a VitaDAO tribunal (e.g. majority of VitaCore members or a separate panel comprising 2 neutral Legal WG members + another VitaCore member with adjudication training) to escalate and make a decision for the DAO. As a general rule though, unless some good commercial reason for confidentiality I would err on the side of more transparency as more data means better decisions made by the community.

2 Likes
9

Usually we build consensus in this DAO and it’s the ideal. Rarely do we have to and should resort to majority rule.

In my proposal consensus isn’t required. It’s the first step attempted. Then no, it’s not just a private dispute resolution process, as you might read above, it can go to mediation, on chain or off chain arbitration. This includes a public snapshot vote which is like a supreme court you resort to (if you want to appeal) after all the others didn’t yield the desired result.

10

I propose the following:

**“Dispute Resolution” means the process described herein to resolve any controversy, dispute, or claim between VitaDAO members regarding any matter related to their work with VitaDAO. **

In the case of any controversy, dispute, or claim, the members will resort to first to amicable and direct negotiation. If the matter is not resolved through negotiation within 10 days of the initiation of the conversation, then the matter will proceed to mediation with a neutral member of the VitaDAO Legal Working Group. If the dispute cannot be resolved within 5 hours of mediation over not more than 10 days, then the matter will proceed to a VitaDAO tribunal (comprising at least two members of Legal Working Group and one Working Group member with dispute resolution experience), with final right of appeal to arbitration. All VitaDAO members hereby agree that any dispute, controversy or claim arising out of or relating to their work at VitaDAO including the validity, interpretation, or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration. If on-chain, then the dispute shall be administered using a suitable arbitration system approved by the VitaDAO members in accordance with its rules. If off-chain, then the dispute shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. In any event, the tribunal will consist of one arbitrator. The language used in the arbitral proceedings will be English. Costs shall be borne by the party initiating the dispute, who shall have the right to request a costs award from the other party. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

Notwithstanding the above, any VitaDAO member can also refer a dispute to be finally determined by majority vote of the VitaDAO members.**

This effectively implements “parliamentary sovereignty” for the majority VitaDAO members. The VitaDAO members could also require a supermajority here (75%) enshrined in a governance doc to overrule any Dispute Resolution process, but ultimately the DAO should have full power to make any decision, but this should definitely be rare and DAO should typically delegate Dispute Resolution to experts.

11

A lot of the discussion above relates to a dispute resolution process which deserves its own space outside of this proposal. I’ve provided that space in section e) of VDP-37, phrased it to reflect the discussion above, and would encourage to continue the discussion there. See also this comment.

12

That’s an interesting take, would need to think more about that. From my experience, most DAOs do in fact have quite uniform on-chain votes, although this is because the controversy took place in previous instances on calls, on Discord, on Discourse and elsewhere. Most DAOs also tend to have rather uncontroversial proposals, with a new notable exceptions such as the Brantly/ENS case. IMO, the reason most DAOs vote in consensus isn’t that they work hard on achieving consensus all the time, but because most proposals aren’t controversial at all but rather technicalities.

Generally and also in the case of VitaDAO, I believe that we won’t get very far if we always require consensus for decisions. That’s also how our governance has been set up from the beginning as both phase 2 and phase 3 votes require a majority vote.

1 Like
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In my understanding, the VDP-34 says that VitaCore does only consist of members who are there in their role in some other group (groups 1-4), meaning that anyone onboarded to or offboarded from that other groups will automatically join or leave VitaCore.

From VDP-34:

VitaCore does not have any individual members, but individuals who are part of a certain stakeholder group.
Should we make that more explicit?

2 Likes
14

We’re in agreement that nobody requires consensus. We attempt to build it and appeal to majority rule (in which up to 49% are unhappy) only if that fails. We do that already. By the time something makes it to a majority vote we’re usually aligned. Otherwise you’d see a lot of variations with some people’s preference in phase 2 and 3, right?

4 Likes
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Fully agree. Consensus shouldn’t be required to account for edge cases, but we should always do our best to consider all opposing arguments and aim for consensus!

2 Likes
16

Did we cover everyone’s concerns and are there any more substantial edits to be made to the proposal?

The last significant change was made two days ago, so unless there will be another one the proposal may move to phase 3 in five days.

1 Like
17

This conversation has gotten quite involved. The main points at issue are:

  1. Who can nominate a steward
  2. Dispute Resolution (covered by another proposal, but discussed heavily here)
  3. How do challenges work
  4. Majority Rule vs Consensus Building

First, and this is key, this proposal is contingent on the dispute resolution being in place and understood, so I would suggest this vote not occur until the dispute resolution is finalized, since the content of this proposal wouldn’t make sense without the dispute resolution in place.

Who Can Nominate a Steward
The subjective criteria of “significant overlap” is undefined and unsuitable as a criteria for a stewardship nomination. I suggest we make this more concrete so we don’t end up with another path for significant disagreement. This is the way I would suggest we word it: “Any single steward, or any three working group members can nominate anyone as a new steward who fulfils and agrees to the requirements listed below.” We need to keep this criteria simple and not itself subject to dispute.

Dispute Resolution
Covered already and further comment in the Governance Amendment. The key item to address here is the challenge mechanic IS an appeal to dispute resolution, and so the VitaCore member who challenges a steward is considered the creator of the dispute and should bear the cost of that dispute resolution - but in this case, as it is a privilege of VitaCore to challenge the nomination of a steward, the cost of the challenge stays with the challenger (cannot be transferred to the person nominated).

How Do Challenges Work
This is a particularly important part of the proposal, with passing attention in the discussions. This is a privilege VitaCore has, and as such it should be handled with care. Challenges should be considered high damage by the people in VitaCore, and should cost a stake of 5% of the challenger’s VITA (as known from distributions and sales registered with the DAO - not self reported). If the dispute resolution resolves amicably and without judgement by arbitration, the stake is returned. If the challenge ends up arbitrated, then the arbitrator(s) decide the disposition of that stake based on the facts in the case - and this can result in forfeit if the challenge was found to be improper. Challenges must not be free to VitaCore members as challenges represent a significant governance privilege. The challenge must be in writing, costly, and at a minimum reported immediately to both the challenged nominee and to the DAO. The written challenge must be provided to the nominee, and must include the reason for the challenge. The dispute resolution should remain private by default, unless challenged party desires the challenge to become public. With both the cost and potentially public nature of a challenge, we can be sure the challenges we receive are worth the cost to the DAO.

Majority Rule vs Consensus Building
In this I agree with @theobtl and @longevion - we should always strive for consensus building. A lack of consensus should not result in some arbitrary need to accomplish super majorities though. While there is a risk of the minority being overrun, with consensus building prior to votes, this should be much less of a risk. Also, the proposed governance doesn’t include a VitaCore vote at all until after the working group members get to vote. What this means is that any situation where VitaCore votes against the working group members will be high damage. I propose that we order this a little differently:

  1. Any three working group members or any steward nominates
  2. VitaCore gets a week to Challenge
  3. If challenged, challenge announced and dispute resolution starts
  4. If no challenge happened or the dispute resolution resolves with nominee still in place, submit to working group member vote
  5. VitaCore confirms vote, but to disagree with working group member result requires a majority of VitaCore to agree with going against the DAO’s vote
  6. If the votes were successful, and steward accepts, then the steward onboards.
18

Fully agree. I’d suggest that we change it to your wording.

I agree that challenges should be not be taken lightly. I would support requiring a 5% stake of one’s VITA, as you suggest, though that should probably be discussed in a larger group so that this doesn’t come at a surprise to those who only pay attention once this proposal is live on Snapshot. We should bring it up in tomorrow’s cross-working group call.

Also curious to hear from legal (@Jesse?) whether you can think of any legal ramifications that requiring such a stake had?

That’s right. We originally changed the order based on an earlier discussion in Discord (cc @alphazwest, @FanONegative) to give more of a say to working groups. The high damage you are describing could also be seen as a feature rather than a bug, as it would require a very good reason to be credible. That would be a reason to keep the order as is.

On the other hand, I believe we have a different context now. With a significantly improved Code of Conduct, a new Dispute Resolution process underway and all that being tied to this Stewardship proposal, the options for VitaCore to challenge are much more limited. This was not yet clear at the time of the time we discussed this order in Discord a while ago.

Given that a) the options for VitaCore to challenge are now heavily regulated by the Code of Conduct and b) any legitimate challenge that would occur after the working group had already voted on a nomination does indeed cause high damage, I would second @audieleon’s suggestion to change the order as he described.

2 Likes
19

I think one point of concern here would be the case of a would-be Steward seeking to recruit friends or etc. as working group members—with the sole purpose of having them put forth a nomination for the would-be Steward. A formalization of the transition process from Working Group Guest → Working Group Contributor might help ensure a reasonable amount of legitimate contribution (read as “commitment to the community”) has been given as consideration before one has the ability to assist in a nomination. Essentially, a safeguard against a would-be Steward from casually bestowing the role of Contributor to possible new recruits having joined solely to put forth the nomination.

1 Like
20

Given the support here and as discussed during our off-site last week, I’ve updated the proposal accordingly and swapped steps 2 (working group vote) and 3 (VitaCore challenge).

I have also included @audieleon’s rephrasing of Any three working group members or any steward for nominating a new steward for now, but would appreciate further opinions on that.

That is probably a legitimate concern. However, I wonder: Does it matter if we assume that the following steps of the process would prevent any of such malicious activities? If neither VitaCore challenges the motivation nor the working group members vote against the nomination, wouldn’t the nomination probably be rightful and reasonable then?

I’d say so. If we can agree on that, I’d much rather stick to a simple definition and one that is not itself subject to dispute, like Audie has argued.

2 Likes