VDP-37 VitaDAO Governance Amendment #2

Summary

The governance working group suggests improving parts of VDP-1 , VDP-12 , the Code of Conduct and other governance proposals and governance-related documents to further improve our governance processes.

Motivation

In the four months since VDP-12 VitaDAO Governance Framework Amendment #1 , several more issues with our current governance processes arose which may require modification. This second amendment to VDP-1 is an umbrella proposal with several issues that need to be discussed independently.

Specification

a) Phase 3: Increasing the Quorum

Corresponding section in VDP-1

We propose to increase the quorum for phase 3 votes on Snapshot from 965K VITA to 1.2M VITA which is about 8% of VITA’s circulating supply as of May 2022.

b) Phase 2/3: Not merging Phases 2 and 3 to Always Require a Snapshot Vote

Corresponding section in VDP-1

We propose not to merge phases 2 and 3 but put this question up for discussion.

The argument made was that Discourse polls are prone to manipulation as they are ‘one account one vote’ and Discourse accounts are neither tied to KYC/SSID, token ownership, nor to any other limiting factor, except Discourse Trust Levels which provide spam protection only to some degree. This is particularly relevant for proposals that do not require a phase 3 vote but end at phase 2.

Improving this process could include increasing the thresholds for soft governance to include proposals that formerly counted as low-stakes phase 2 proposals. Proposals beyond that threshold would be discussed on Discourse for a given amount of time and then being voted on through a token-weighted vote on Snapshot. There would be no more Discourse poll involved.

c) User Types: Introducing “Stakeholders”

Corresponding section in VDP-1

We propose to introduce “Stakeholders” as a new user type, defined as follows: “Stakeholders include VitaDAO members, working group members, service providers, VitaCore, as well as any other natural or legal persons who consider themselves affected by or otherwise interested in VitaDAO.”

We further propose to change all instances of “members” exclusively in Phase 1: Ideation and Phase 2: Specification to “stakeholders”.

d) Improving the Code of Conduct

Currently, the Code of Conduct reads as follows:

OVERVIEW

The VitaDAO community contains professionals and volunteers from all over the world working in many different capacities including investigating intellectual property, leading working groups, writing code, managing events, and managing social channels. Diversity is one of our strengths, but it can sometimes give rise to miscommunication and conflict. To ensure that all of our contributors feel welcome and valued, our code of conduct establishes clear expectations for participants in VitaDAO. It is not intended to serve as an exhaustive list of prohibited behavior, but rather, a set of principles for maintaining a healthy and inclusive community. This code of conduct applies to all activities of VitaDAO. In some cases, violations of this code may affect a person’s ability to participate in our community.

REPORTING VIOLATIONS

Please report any code of conduct violations by reaching out to an admin in one of VitaDAO’s channels or by email. We are committed to protecting the privacy and safety of anyone who reports a violation.

CODE OF CONDUCT

Be friendly and patient. Be welcoming. We strive to be a community that welcomes and supports people of all backgrounds and identities. This includes members of any race, ethnicity, culture, national origin, color, immigration status, social and economic class, educational level, sex, sexual orientation, gender identity and expression, age, size, family status, political belief, religion, and mental and physical ability.

Be considerate. Your work will be used by other people, and you in turn will depend on the work of others. Any decision you take will affect users and colleagues, and you should take those consequences into account when making decisions. Remember that we’re a world-wide community, so you might not be communicating in someone else’s primary language.

Be respectful. People working together will inevitably disagree or become frustrated with one another at times, but conflict is no excuse for bad behavior or personal attacks. A community where people feel uncomfortable or threatened is not a productive one. Be respectful of one another and those outside our community who interact with us. Be careful in the words that you choose. Conduct yourself professionally.

Be kind to others. Refrain from all forms of harassment, including: Violent threats or language directed against another person. Discriminatory jokes and language. Posting sexually explicit or violent material. Posting (or threatening to post) other people’s personally identifying information (“doxxing”). Personal insults, especially those using racist or sexist terms. Unwelcome sexual attention. Advocating for, or encouraging, any of the above behavior. Repeated harassment of others. In general, if someone asks you to stop, then stop.

Be understanding. Strive to resolve disagreements constructively. Our contributors come from different backgrounds and have different perspectives. If you disagree with someone, seek to understand their perspective and share yours respectfully.

We propose to keep the above version of the Code of Conduct in place and add the following below:

Governance participation with a Conflict of Interest is forbidden. Any member of a working group or VitaCore with a potential conflict of interest must disclose the conflict to VitaCore and abstain from governance participation, which includes voting and the discussion of the vote. A conflict of interest is anything a reasonable person (or arbitrator) might believe results in competing professional or personal obligations or personal or financial interests that would make it difficult to participate fairly in governance. Members of a working group or VitaCore are subject to fiduciary duties to act in good faith for the benefit of the VitaDAO token holders and broader community as a whole.

In case of doubt about whether a case qualifies as a conflict of interest, the legal working group of VitaDAO will take that decision through soft governance among its contributors (Discord tag “Legal WG Contributor”, excluding guests) in its Discord chat “#legal-wg” or an appropriate alternative, such as a legal working group call.

Conflicts of interests must be disclosed in the corresponding proposal (in phase 1, in phase 2 on Discourse, and in phase 3 on Snapshot) as well as other relevant channels, such as the Vitacore channel or a working group channel on Discord. Conflicts of interest not disclosed prior to governance participation can result in a reprimand, a penalty, or removal from the DAO.

Any member of the DAO can submit a suspected breach of the Code of Conduct by another member of the DAO for Dispute Resolution that will include the authority to reprimand, penalise or expel any member of the DAO.

Moreover, the Code of Conduct will be amended with a brief explanation of and further resources on the Dispute Resolution Process, should the corresponding proposal pass.

Upon passing of this proposal, the revised Code of Conduct should be communicated appropriately. This includes a checkbox in application and onboarding forms for new members joining working groups, as well as prominent and reoccurring placements in our communication channels, including Discord, Telegram, email and Twitter.

e) [deleted]

Due to its significance and increased scope, the proposal to introduce a Dispute Resolution Process has been moved to a separate VDP and is not part of this proposal:

f) Reintroducing Proposals

In principle, VitaDAO members are free to propose anything at anytime as part of VitaDAO’s governance framework. However, if a proposal was cancelled/voted out and repeatedly reintroduced in an identical or nearly identical form right away, the community would likely treat such posts as spam under the Code of Conduct.

We propose to allow an identical or nearly-identical proposal that did not pass phase 3 on Snapshot to be reintroduced right away under certain circumstances.

One such reason could be if a phase 3 proposal on Snapshot does not reach quorum and if there is reason to believe that this is not intentional but due to external factors, such as holiday seasons. Another potential reason could be if a vote is flipped at the very last minute through a significant number of tokens and if there is reason to believe that others refrained from voting because they did not expect such a flip to happen.

Since the list of appropriate circumstances could not be exhaustively defined, the decision whether a proposal is eligible to be reintroduced will be taken by VitaCore through majority vote on a case-by-case basis. The proposal author is responsible to request a reintroduction of their proposal to a member VitaCore and, in case of a dispute, can trigger a Dispute Resolution Process.

Implementation

If this proposal passes phase 2 as well as the Snapshot vote, all amendments will be implemented by the governance working group in collaboration with the technical working group and incorporated into the document ‘Bylaws for the DAO’ summarising the latest state of all VDPs including updates and amendments such as this proposal.

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

0 voters

Would tweak as follows:

“Any member of the DAO can submit a suspected breach of the Code of Conduct by another member of the DAO for Dispute Resolution that will include the authority to reprimand, penalise or expel any member of the DAO.”

I had proposed defining a Dispute Resolution process here VDP-36 Stewardship Process Amendment #1 - #2 by Savva, reproduced below (but with proposed amendment by Jesse to be consistent with existing Dispute Resolution clauses in our 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.

However, while I hope that most issues can be resolved by “mediation”, in my view, we may want to consider having a VitaDAO tribunal (e.g. 2 members of legal WG + 1 WG member with dispute resolution experience) which is delegated executive power by VitaCore and/or VitaDAO token holders, with final right of appeal to on-chain or off-chain arbitration.

The idea is this is an escalating process which encourages early mediation and settlement of disputes. A formal and transparent means to resolve disputes taking into account principles of due process / procedural fairness / natural justice will improve resiliency and anti-fragility of the DAO overall.

3 Likes

Very good, thanks. I’ve updated the proposal accordingly. cc @audieleon

This proposal now includes a new section e) Introducing a Dispute Resolution Process where we can gather all governance related to dispute resolution and outsource these from our code of conduct, the Stewardship Process proposal and elsewhere as it makes a lot more sense IMO to define our dispute resolution process in one place and have other proposals that make use of it just reference it.

Your phrasing with @Jesse’s and @longevion’s inputs elsewhere seems overall excellent to me.

Questions from my side:

  • Are five hours of mediation over ten days sufficient to cover most cases? Others (TEC) have told us that mediation takes them typically around ten hours, which of course is a lot of time on the other hand. We could also start out with five hours and update the proposal if we realise that this is not sufficient for most cases.
  • You are mentioning JAMS, presumably referring to this. Could you briefly describe why, and how this would look in practice? Do they have publicly available guidelines that you are referring to which we would apply? Would we hire them for their services and if so, roughly at which costs?

I also added this phrase to ensure this will be effective by communicating the document and getting consent.

The above will be published alongside the Code of Conduct and should be communicated appropriately. Beyond the governance process to approve this proposal, this includes a checkbox in application and onboarding forms for new members joining working groups, as well as prominent and reoccurring placements in our communication channels, including Discord, Telegram, email and Twitter.

Yes, and we should to try to make this mediation process as effective as possible by consulting more experts on the matter to get the process right and by providing/recommending trainings to all members. A tribunal of two legal WG members and another member of any WG makes sense to me; the legal WG is not only highly qualified but generally takes more of a neutral stance within the DAO. The other WG member should be involved with related subject matteres and ideally have witnessed some of the relevant issues. All three WG members should have some experience in dispute resolution or related techniques.

I wholeheartedly agree. The DAO will be in a much better position with these in place.

1 Like

For a complex commercial dispute, you might expect a 10 hour mediation, but in my view 5 hours to present and negotiate a settlement agreement is a significant amount of time. My concern is that a mediator would also expect to seek reimbursement at a market rate (say $100 p/h), so it is better to ensure this process does not drag out. However, time will differ so perhaps more appropriate to simply remove reference to the number of hours and state that mediation will take 10 days maximum before being referable to arbitration (e.g. If the dispute cannot be resolved within 10 days…)

Arbitration is a quasi-formal process of dispute resolution, which is quite similar to court proceedings, but with fewer rules, although it would be expected that a lawyer would prepare submissions. Binding arbitration is preferred as it prevents parties forum shopping via courts and helps resolve jurisdictional issues due the distributed nature of DAOs. JAMS Rules are available here: Comprehensive Arbitration Rules and Procedures | JAMS Mediation, Arbitration, ADR Services. I understand fees are $1750 (see Arbitration Schedule of Fees & Costs | JAMS Mediation, Arbitration, ADR Services), but the main costs for either party would be lawyers preparing submissions. Personally, I think JAMS should be a “nuclear option” for very complex disputes and that otherwise it should be the convention for the DAO Members should vote to resolve a dispute and veto referral to JAMS unless they felt it would be best for the DAO.

1 Like

Can we be more specific on what exactly this means and what it’s trying to achieve?

That’s not my own brainchild but @Savva’s who shared this here, so I would refer to him.

However, I believe the context may already answer your question, as his full sentence is:

[A] member having a potential conflict of interest (e.g. due to being subject to previous investigations or complaints regarding the issue or having a conflicting commercial interest) [is required to] disclose the conflict and abstain from voting.

So I’d say it’s supposed to be an example of having a conflict of interest and it’s trying to avoid votes being influenced by the former.

1 Like

Correct. Being subject to an internal investigation or compliant regarding the subject matter that is being voted on is one example of a conflict of interest due to risk of bias, which is more of a common sense approach. Another more common and salient example would be a commercial conflict, such as holding a commercially significant amount of tokens in another project or receiving a salary or commission from them which has not been declared and where you are voting to provide funds to that project. Directors of companies need to to disclose such conflicts as part of their directors duties / fiduciary obligations (at least in most Commonwealth countries) and best practice is to abstain from voting in that situation. I understand there are similar policies in academic publishing. See generally - Conflict of interest - Wikipedia

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Agree mostly… but not sure if increasing the quorum makes sense, given we already sometimes struggle to reach it, and it could make it much harder to reach quorum etc., although with delegation and active delegates i’d be less worried to move to higher quorum now.

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Still unclear, maybe it’d help to give examples of what would be considered a conflict and what wouldn’t be. Anyone can get a “complaint”. I think commercial conflict is easier to grasp, but I’m asking specifically about “investigation or complaint” regarding “the issue”.

The concept is well defined under corporate law, so it is relatively clear and understood by legal - if you are unsure you can disclose to the Legal WG member for guidance around interpretation. In general, if you feel that your decision may be subject to bias because of an existing relationship or competing commercial interest, there is a conflict that should be disclosed, and ideally, you should abstain from voting.

1 Like

Another massive conflict of interest would be to receive a kickback for referring a project to VitaDAO or giving it a positive rating. Due to prevalence of anons and risk of market manipulation by whales, this risk in crypto is very high specifically. However, in light of the high level of integrity of VitaDAO as a community of scientists who are mission-aligned and the many people involved, we will also be able to self-police this to some extent. But it will also be important to have a mechanism to file complaints and discipline VitaDAO members for such conflicts.

Re meaning of “investigation or compliant”, I understand there is a formal internal process for making complaints about breach of policy or discrimination or bullying by other members. So if that is done, and the complaint is determined to have sufficient evidence in support, it would a conflict of interest for the other member subject to a compliant to vote on a subject matter which is tied to the compliant. As mentioned above, in cases of doubt it will be possible to get support from a Legal WG member.

I think it’s a fair point that just making a complaint about someone should not mean they are automatically required to abstain from a vote. It needs to be regarding some disciplinary matter e.g. discrimination or bullying or breach of conflict of interest (which is quite a high threshold) and the complaint should be upheld (i.e. the person is given a verbal warning, written warning, or subject to disciplinary action).

4 Likes

Personally, I agree that it may not make sense to increase the quorum just yet. I feel like the gains don’t outweigh the risks. We wouldn’t increase the quorum by that much to have a significant effect on resilience and decentralisation of decision making, while even a slightly higher quorum could make us less productive as we struggle to reach quorum even now in many cases.

I also do see the point for increasing it slightly, which was suggested and discussed in a Gov WG call. That’s why the proposal currently suggests to do that.

My personal take is that we should leave the quorum either as is, or increase it by a tiny bit from 965k to 1m just so that it is a round number.

@vincentweisser, @audieleon and others, what’s your current take?

This proposal covers 4 things, each of which could be a proposal on it’s own. My comments on these 4 things:

a) Increasing the Quorum
We should increase the quorum. 1.2 million votes is a reasonable amount given the current distribution of VITA.

b) Merging Phase 2 and 3
We should definitely not merge these two things. Phase 3 doesn’t have discussion that goes along with it, and we need the forum for the discussion as we have here.

c) Stakeholders
I disagree with this. Members are VITA holders and those with an actual stake in the DAO - and the only people who should weigh during Phase 3 Votes. I believe this part should be pulled into it’s own proposal and be more carefully applied than simply replacing “members” with “stakeholders” using this broad definition. Stakeholders should have a place in VitaDAO, but a person holding VITA should be more powerful at all stages of governance than someone “who consider[s] themselves affected by or otherwise interested in VitaDAO.”

d) Improving the Code of Conduct
The code of conduct as it stands seems like it’s worded softly. For this specific proposal, I’d like to propose a stronger wording, with further governance likely needed around strengthening the wording. For this proposal I suggest this wording:

"Governance participation with a Conflict of Interest is forbidden. Any member of a working group or VitaCore with a potential conflict of interest must disclose the conflict to VitaCore and abstain from governance participation, which includes voting and the discussion of the vote. A conflict of interest is anything a reasonable person (or arbitrator) might believe results in competing professional or personal obligations or personal or financial interests that would make it difficult to participate fairly in governance. Members of a working group or VitaCore are subject to fiduciary duties to act in good faith for the benefit of the VitaDAO token holders and broader community as a whole. Conflicts of interest not disclosed prior to governance participation can result in a reprimand, a penalty, or removal from the DAO.

Any member of the DAO can submit a suspected breach of the Code of Conduct by another member of the DAO for Dispute Resolution that will include the authority to reprimand, penalise or expel any member of the DAO."

e) Introducing a Dispute Resolution Process
As it’s worded, the steps a person needs to take to enter the dispute resolution process is unclear. I also don’t see a clear escalation process. I think we need to get a little tighter on this to ensure this is fairly done and the means to escalate are known. We should bias towards early and amicable dispute resolution, but be prepared for when that cannot happen. As such, I’d like to propose this wording, which retains the overall meaning, but clarifies in a few places:

“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 or to code of conduct violations.

Dispute resolution will progress through three steps. Mediation, VitaDAO Tribunal, and finally Third Party Arbitration, as described below:

  1. Mediation: Both parties involved in the claim will attempt to amicably resolve the matter with the assistance of a neutral mediator from the VitaDAO Legal Working group. This will begin with the neutral mediator hearing both sides in private session, and determining if the claim is fair and reasonably resolvable using mediation - both sides need to be comfortable with mediation. If the mediator determines the dispute can be resolved through mediation, then mediation begins and lasts until it is resolved, until 10 days has passed, or until the mediator determines no further progress can be made through mediation.
  2. VitaDAO Tribunal: This is a chance to resolve the dispute within VitaDAO, and involves both parties presenting their claims to two members of the legal working group and an uninvolved and neutral member VitaDAO. All members of the tribunal must be neutral, and both parties to the dispute should agree on that neutrality. If agreement cannot be had on neutrality, the dispute advances to arbitration. During the tribunal, both parties will have a chance to present their side, and respond to anything from the other side. The three tribunal members will have a chance to ask for any clarification from either party. The tribunal will present their decision in writing to the dispute parties, and their decision must contain the reasons for the decision. A fair decision at this level can result in reprimand or penalties from the DAO for either party if they find misconduct. The decision of the tribunal is binding on both parties to the dispute until such time as an appeal to Third Party Arbitration overrules the decision.
  3. Third Party Arbitration: If all previous attempts at conflict resolution fail, then any party to the dispute can appeal to Third Party arbitration. The cost of third party arbitration are payable by the party who appeals, but the arbitrators are free to reassign that cost based on the proceedings. VitaDAO, all its members, and both parties of the dispute are subject to the ruling of the Third Party Arbitrators. The arbitrator will have access to any evidence, witnesses, or discord/discourse discussions it needs to make a fair decision. A fair decision at this level can result in reprimand, penalties, or expulsion from the DAO for either party if they find misconduct. The decision of the Third Party Arbitration is final, and there are no more appeals beyond this level. Finally, the decision of the Third Party Arbitration has the force of Phase 3 governance and cannot be overruled without further phase 3 governance.

Privacy All of these proceedings are private by default, and will be handled by all parties as private for the duration of the dispute resolution process. Privacy is not guaranteed however, to either party. Privacy can be unfairly advantageous to a party in many cases, and the mediator/tribunal/arbitrator will decide on any request to make the proceedings public.

Final Appeal to VITA Holders Prior to third party arbitration, any VitaDAO member can also refer a dispute to be finally determined by majority vote of VitaDAO members. Once Third Party Arbitration begins, then this option is no longer available until after the Third Party arbitration completes. When the dispute is referred to a Phase 3 vote, the entire dispute, including all records of previous steps in the process become immediately public so the DAO can make an informed decision. This will start with a Phase 2 discussion on Discourse that presents all the evidence from previous attempts at dispute resolution, with 14 days for comment. At the end of the 14 days, the dispute will be advanced to phase 3 for a vote. The options for that vote will include all the options for resolution presented during the dispute resolution process as well as a single option from each party to the dispute if they desire. This kind of vote is entirely off-mission and extremely expensive, and as such must be discouraged in favor of arbitration. As such this level of dispute resolution must result in a penalty or expulsion from the DAO for one or both parties to the dispute - and this is part of the vote. If the vote doesn’t reach quorum, then the decision of the dispute resolution process stands, and the person(s) who raised the dispute to this level is penalized or expelled by majority vote of a combined group of VitaCore and the Legal working group’s attorney members.

The reason why I framed this as escalating harshness, and necessary consequences going up with each level is to encourage early and amicable resolution, but allow egregious offences room to be handled fairly. Escalating a dispute should be considered carefully, and should be risky enough to never be taken lightly. Any dispute resolution costs the DAO, with the cost rising significantly as the dispute escalates. For this reason, disputes need clear guidance, clear process, and the efforts of all adjudicating the dispute must be perceived as and justifiably fair.

As for JAMS and its usage, I agree with it only insofar as we can hold our mediators/tribunal/arbitrators to this standard. This is involved legal wording that takes training to understand and implement well. How will we go about training our mediators on this framework? Is the third party arbitration better served by Kleros courts?

1 Like

Since I initially proposed this change after some discussions in Discord, I would like to clarify the point you raise. I completely agree that members should be only VITA holders that can vote during Phase 3 and this proposal doesn’t aim to change that, what I proposed was to include a new term for the people that don’t hold VITA but participate in Phase 1 and Phase 2 governance. Currently that type of “user” is not recognized in VDP-1, where only members are mentioned in Phase 1 and Phase 2. This has made people ask in several occasions if proposing stuff on Discord or voting on Discourse polls was only for holders.

VDP-37 proposes to change all instances of “members” to “stakeholders” exclusively in the sections referring to Phase 1 and Phase 2, to clarify that those phases are open for non-holders too.

1 Like

This makes much more sense. I can get behind that. Thank you for the clarification @FanONegative.

2 Likes

It’s probably a good idea to phrase the Code of Conduct slightly stronger in the sense of explicitly. Am I right that you agree with the contents of the current draft (which was suggested by @Savva) and just suggest to word it differently?

You’ve also added a definition of conflicts of interests:

A conflict of interest is anything a reasonable person (or arbitrator) might believe results in competing professional or personal obligations or personal or financial interests that would make it difficult to participate fairly in governance.

I wonder whether we should try to define conflicts of interests exhaustively, or not at all and leave the definition up to the arbitrator. Any attempt to provide an exhaustive list would probably fall short in some parts, but not defining ‘conflicts of interests’ at all would also leave a lot of ambiguity and we leave judgement up to the subjective reasoning of an arbitrator.

Perhaps we could reference an external resource that defines conflicts of interests rather exhaustively, one that has proven itself in corporate governance contexts. Does any such resource or template come to mind?

Would be particularly interested in hearing @audieleon’s, @Taliskermalt’s, @Savva’s and @Jesse’s takes on this.

I would suggest to replace the current wording with yours which is more detailed, easier to understand and introduces higher costs with increasing escalation, which I find useful.

However, there is one key point that we need to carefully evaluate the implications of:

Obviously, this would be a quite a radical change to our governance framework which, so far, always had phase 3 governance (initially through a Moloch DAO-like voting contract, now through a Snapshot instance) as the final and ultimate authority in governance. As it stands, the VITA token holders have the last say and there is no superior instance that could overrule a vote by VITA token holders.

If we choose to adopt the quote above, that would not be the case any longer.

My take:
I believe, deciding whether to include this phrase or not comes down to how we see and understand the ‘DAO’ part in VitaDAO.
On the one hand, I can see how Third Party Arbitration as an authority that cannot be overruled by token holders could be more productive, more efficient or just be more likely to come to a better decision on a given case. A professional arbitrator who is given all information and whose job it is to resolve the conflict may well come to a conclusion closer to the truth than token holders would, as they would likely not spend as much time on evaluating the evidence. Crowdsourcing such a decision could well be counter-productive. Including such a phrase makes sense to me if we optimise for productivity and quality of arbitration-related decisions.
On the other hand, however, I would argue that the nature of our organisation is and has always been that it is governed by token holders. No exceptions. This is a fundamental principle of DAOs. I am not saying that token-weighted, plutocratic decision-making is a good idea - I’d argue quite the contrary. NFT voting or reputation-based token voting are promising alternatives - but they are all forms of governance by token holders which is what VitaDAO has promised in its whitepaper and in VDP-1:

VitaDAO members are in control of all governance decisions by voting on VitaDAO proposals.

While that phrase leaves some room for interpretation, I believe that there is a strong expectation among our community members that token holders have the ultimate authority and changing that would change the very nature of our organisation.

That said, while I see some practical advantages of giving the final authority to a Third Party Arbitrator, I am convinced that leaving the final authority with token holders is a fundamental principle to our organisation that we must not change.

tl;dr I would suggest to replace the current proposal with your wording, except for all instances where it says that a Third Party Arbitrator has a higher authority than a token holder’s vote.

1 Like

Broadly agree with the proposed improvement in the Code of Conduct wording.

Regarding interpretation of Conflicts of Interest, there are rules around statutory/contractual interpretation that will help, so you do not need to be prescriptive. . However, it is sometimes a good idea to use a few examples of what would be a conflict. This should be material (be enough to be capable of influencing a decision to override a VitaDAO holder fiduciary duties to the DAO) rather than immaterial. The benefit of prescriptive examples is that it aids interpretation. But it should not be deemed to be exhaustive. On the other hand, I am in favour of conciseness, as long as the meaning is clear.

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I agree that the majority VitaDAO token holders should have “sovereignty”, at least with respect to their own decisions. And the token holders could decide to have a third party arbitrate disputes and interpretation of rules. For some matters, however, it might be appropriate to require a supermajority, e.g. amendment of the governance rules themselves? But at this stage, I am comfortable with a majority having the absolute power to make decisions for the DAO.

The token holders do continue to have the ability to overrule arbitration, just not during arbitration. Phase 3 governance can always be overruled by more phase 3 governance. In this case I’m arguing that arbitration results should only be subject to change with a phase 3 vote. I think we agree on this point and I thought the wording made it clear. Is there a better way to word it?

1 Like