VitaDAO Governance Amendment #2

Proposals Archived Proposals
1

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

Summary

To be added if and once this proposal moves to phase 2.

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. Some have already been unanimously agreed on informally on Discord, others still require extensive discussion. This second amendment to VDP-1 is an umbrella proposal with several issues that need to be discussed independently.

Specification

a) Phase 3: Introducing Delegated Voting

Corresponding section in VDP-1

We propose to allow token holders of VITA to delegate their voting rights to a wallet of their choice to vote on their behalf. This would be implemented through Snapshot. Delegates may be rewarded depending on the volume of delegated tokens and/or whether they consistently engage in voting.

b) 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 March 2022.

c) 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.

d) Improving the Process of Appointing New Stewards

Corresponding proposal VDP-19

Onboarding process

We suggest to revise Option A as follows:

  1. Any working group member who currently has or recently had significant overlap in their activities with the to-be-nominated steward [currently: Any steward] can nominate anyone as a new steward who fulfils and agrees to the requirements listed below.

  2. Once a new steward 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, a majority of VitaCore members who currently have or recently had significant overlap in their activities with the nominated steward [currently: any VitaCore member] can challenge the nomination within a week based on a legitimate reason that has to be made explicit. Legitimate reasons include: [TBD.]. [currently: step 2]

  4. If the nomination isn’t challenged, 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.”

e) User Types: Defining VitaCore

Corresponding section in VDP-1

We propose to define VitaCore as an advisory committee that represents various groups of VitaDAO stakeholders. As such, VitaDAO does not have any individual members, but individuals who are part of a certain stakeholder group.

To start with, these stakeholder groups are:

  • 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.)

Further stakeholder groups may be added in the future.

It goes without saying that the concept of VitaCore is accountable to VitaDAO’s token holders who defined the scope of VitaCore’s executive power over operational decisions in VDP-6 and may refine these at any time in a new governance proposal. In that sense, holders of VITA are represented in VitaCore, but they are the overseeing and superior entity that governs VitaCore through proposals. Current initiatives around introducing OKRs, publishing a treasury report and other transparency initiatives will make it significantly more convenient for token holders to do so.

f) 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” in Phase 1: Ideation and Phase 2: Specification to “stakeholders”.

Implementation

If this proposal passes phase 1, 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.

Discourse poll to be added if and once this proposal moves to phase 2.

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This proposal tackles a lot of things - great to see movement on several fronts .
However, those are a lot of points for one proposal. Would it be possible to split it in multiple proposals otherwise there might be many discussions going on on the different points which makes it confusing (already for people more involved with the DAO, but moreso for the tokenholders.).

This will also allow us to bring some proposals faster to on chain vote and not get delayed by some other part of the proposal.

I’d Suggest:
Proposal 1: a) Phase 3: Introducing Delegated Voting AND b) Phase 3: Increasing the Quorum
Proposal 2: c) Phase 2/3: Not merging Phases 2 and 3 to Always Require a Snapshot Vote
Proposal 3: d) Improving the Process of Appointing New Stewards
Proposal 3: e) User Types: Defining VitaCore and f) User Types: Introducing “Stakeholders”

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I agree that the discussion of these six issues (some of which are controversial) in one thread is not ideal. However, I would rather not have six or four separate governance proposals on Discourse and Snapshot - the focus should really be on funding proposals and other proposals directly contributing to our mission of funding longevity research.

How about proceeding as follows?

  1. I’ll create separate discussions threads in the gov wg section for each of these six issues
  2. I’ll close this thread here until the discussions in each of the threads mentioned above have come to a conclusion
  3. I’ll update this proposal and reopen this thread for any last comments before the proposal can go through phase 2 and phrase 3 as a unified governance proposal
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I’d argue that having more proposals on Discourse/Snapshot is actually a good thing - it shows that things are moving. And seperation is good as some people might wanna vote "“No” for some part of the proposal and “Yes” for others. So topics that don’t have much to do with each other should not be on the same proposal.

The discussion about a discourse proposal should probably be attached to the proposal - as done with previous proposals and not on a separate application like Discord.

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Always, of course. I was just referring to early-stage phase 1 brainstorming and discussions.

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I would like to echo @Max_Unfried’s comment, it’s great to see all this issues being tackled and in general I think the proposed changes are a significant improvement. I also agree with Max that the best idea would be to separate the proposal in different ones based on topic.

I like this suggestion although I would merge Proposal 1 and Proposal 2 together, since proposal 2 is more about opening the discussion than about proposing a change. That way we could reduce the number of proposals and avoid overwhelming the community with governance proposals cc. @theobtl

Regarding the content of the amendments

  • d) Improving the Process of Appointing New Stewards: I think the proposed changes are a great improvement, I would only suggest to change the order of points 2. and 3. so the working group members vote before VitaCore can challenge. I think this would make it easier for VitaCore to be informed about the support the candidate has among the community and it would be more aligned with the representative nature of VitaCore as expressed here:
  • e) User Types: Defining VitaCore: Also a much more clear definition of VitaCore and its nature. However, I think it would be important to define how many Ambassadors per Service Provider, partner DAO, and strategic contributors will be included. I would suggest 1 Ambassador per group, but I would like to hear what others think.
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Thanks for your feedback here and on Discord, @Max_Unfried, @FanONegative and @alphazwest. Before we dive into the details, I’d like to sort out how we appropriately discuss and vote on these six issues (and the ones to arise over the next weeks).

As I just found out, voting independently on these six issues is not possible on Snapshot. (See here.) That makes it much easier to decide how to proceed, just need to agree on a bundling that’s reasonable.

From my experience from the last gov wg calls and the general vibes in Discord, I’d asses some of these issues as non-controversial, non-pressing and somewhat less impactful than the others. I’d suggest to bundle the former in another amendment proposal (so this one) but separate the ones that are controversial, pressing and/or impactful. Specifically:

List of governance proposals:

  1. Introducing Delegated Voting

  2. Defining VitaCore

  3. Stewardship Process Amendment #1

  4. VitaDAO Governance Amendment #2
    with

  • b) quorum
  • c) merging phase 2/3
  • f) stakeholders
  • any further minor improvements that may come up over the coming weeks

Does that sound acceptable? If there’s no strong opinion against that, I’ll make the changes tomorrow so that we can finally dive into the details. :slight_smile:

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Thank you for including me in the conversation. I’m not fully aware of all details of implementation or implications but agree with your comments on Discord that the lack to vote against something would be very problematic. IMO the 4 emboldened options reflect a clear separation of focus IMO which I believe was the intent.

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I would like to propose a refinement of the following clause to take into account principles of democratic governance, transparency, procedural fairness/due process, and clear drafting, which should be standard in governance documents and help minimise risk of dispute/abuse of power:

  1. If a majority of votes is in agreement, a majority of VitaCore members who currently have or recently had significant overlap in their activities with the nominated steward [currently: any VitaCore member] can challenge the nomination within a week based on a legitimate reason that has to be made explicit. Legitimate reasons include: [TBD.]. [currently: step 2]

  2. If the nomination isn’t challenged, the nominated steward is offered the position.

In particular, I would propose a democratic process whereby a majority of VitaDAO core members is required to appoint a new steward. If the majority of VitaDAO holders have the power to control DAO decisions then there is no reason that VitaCore acting as a “Board” should require unanimity. Allowing some disagreements in decision-making is ok and leads to better decisions overall. Even then, should be a good reason to have a bicameral / senate-type structure where a supermajority of VitaDAO core (e.g. 75%) is needed, and only for certain major decisions that affect the structural governance of the DAO, and definitely not unanimity for the appointment of a Steward. I would also avoid mention of “significant overlap in their activities” because this is very difficult to interpret in practice and also creates a conflict of interest if the nominee might be replacing an incumbent steward’s paid role.

I would also recommend implementing a Code of Conduct for VitaCore and members of WGs, which states that 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) to disclose the conflict and abstain from voting. All VitaCore and WG member should also be subject to fiduciary duties to act in good faith for the benefit of the VitaDAO token holders and broader community as a whole. There are other standard things to add, such as not engaging in bullying or discrimination on basis of race, color, religion, gender, gender identity or expression, sexual orientation, national origin, genetics, disability, age, culture, political viewpoints, etc (although should be intolerant of intolerance!). This would help a lot with governance generally and improving trust of community in the decision-making of the DAO in the long term. I realise adopting such a Code of Conduct should be a separate proposal.

On the “legitimate reason that has to be made explicit” I would recommend avoiding this due to potential for dispute around what legitimate means. I would just require any VitaCore member that challenges a nomination to provide their own reasons in writing. Then, having regard to procedural fairness / due process, the nominee should be permitted to respond (with assistance from a support person if asked) and then the entire VitaCore members should be required to take that response into account in an unbiased manner before making a decision (and also be encouraged to give their reasons in writing).

I also think having the nomination discussions published and debated in a public forum is preferable, unless there is some good reason to keep this secret (e.g. allegations which may be defamatory or involve confidential information, or may breach privacy of the VitaCore member or nominee). Then a majority of VitaCore members can vote to keep the nomination discussions confidential, although the nominee must be present in discussions, and can also nominate another person to be their support person/advocate, as mentioned.

On that basis, I would propose the following amended section:

"3. If a majority of votes is in agreement, any VitaCore member can challenge the nomination within a week in writing. Discussions of any challenge regarding the nomination shall be published in writing and conducted via a public hearing (if requested by nominee or any VitaCore member), unless the majority of VitaCore members agree that a private hearing is required for legal reasons. The nominee will be provided an opportunity to respond to the challenge in writing and during a hearing and will have the right to have a support person present. The VitaCore members must take the response into account in an unbiased manner before voting * [currently: step 2]*

4. If the nomination receives support from a majority of VitaCore members, the nominated steward is offered the position."

I note that a majority is required to offboard a steward, so it makes sense for it to be just as easy to appoint one. And ultimately, all control should pass to a majority of VitaDAO token holders. For some matters however, as mentioned above, perhaps changing some kind of “constitutional governance doc” or changing the underlying blockchain, a supermajority should be required.

Happy to assist with any of this as needed including any additional drafting. Also open to any debate. But I think ultimately, having a more democratic / decentralised process of power and decision making will benefit the DAO and provide trust of the community in its decision-making. Of course, we do need to be aware of the potential for 51% attacks, and so veto power held by owners of the multisig should be reserved for very limited circumstances, such as malicious actions intended to destroy the DAO (e.g. hacks such as sybil attacks, DAO exploits etc).

Regarding interpretation, in my view, having a right to seek oversight/judicial review by Kleros arbitration or other, is also a good thing to help to resolve any disputes over interpretation of wording. However, it is a good idea to ensure wording is clear and unambiguous to prevent such disputes in the first place.

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The other point is that in my view, this should be renamed " Improving the Process of Appointing New Stewards and VitaCore members". Assuming we want to progress towards decentralisation, there is no reason why VitaCore members should be subject to a different process and it helps improve consistency.

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Based on the positive feedback, I’ve separated this proposal now into these four proposals:

They also have been updated to reflect some of the recent discussions on Discord and here, including @Savva’s incredibly valuable remarks.

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Thank you so much Savva for these thoughtful comments.

I honestly don’t have much to add as I personally agree with practically everything you suggested.

That makes a lot of sense to me, however I wonder how this would play out in practice. I wonder whether we should be more specific regarding that process of mediation as well as the sense-making of any new insights arising during that mediation. Without assuming anyone would be badly intentioned, I do worry that this phrasing could end up being a toothless tiger without some sort of neutral mediator who may put pressure on anyone not taking this process seriously and/or make some sort of judgement which standpoint of a dispute is likely the legitimate one?

On that note, we are talking to Juan from Gravity next week about dispute resolution practices and, as you mentioned Savva, we can also make use of Kleros:

That is something I’ve been thinking about too and would like to see in place. I know that we already included Kleros arbitration in one or a few legal contracts, but not elsewhere AFAIK. Ideally, we would have Kleros arbitration set up as a last resort that automatically applies to all decisions and disputes across the DAO. Do you have an idea of to implement that effectively? Would we have to reference this condition in every single proposal or could we define this one (e.g., through a proposal) so that it is legally effective for all decisions, including non-proposals such as soft governance?

I agree in principle, though I’d like to add that we’re also now discussing VDP-34 which may introduce a clear definition with stakeholder groups who make up what’s been known as “VitaCore”. If it passes as is, this would define working group stewards and co-stewards as part of VitaCore, alongside other stakeholder groups. Meaning, an individual cannot become a member of VitaCore directly, but only through their function in one of the stakeholder groups defined in VDP-34. I do agree though that we might need to include the other stakeholder groups mentioned there in such a process definition. I’d encourage any feedback on that directly in VDP-34

Lastly, just noting that we already have a Code of Conduct, but it does not yet include conflicts of interests nor has it been effectively distributed and communicated. We should make this document part of the onboarding process as well as attach it to any message that relates to some kind of working group contributions, such as bounties and salaries. I’ve created space to discuss this here in VDP-37 and already included your remarks on conflicts of interests. Curious for any further amendments we should make.

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This proposal has been split up into separate proposals.

VDP-34 Defining VitaCore

https://gov.vitadao.com/t/vdp-34-defining-vitacore/562

VDP-35 Introducing Delegated Voting

https://gov.vitadao.com/t/vdp-35-introducing-delegated-voting/563

VDP-36 Stewardship Process Amendment #1

https://gov.vitadao.com/t/vdp-36-stewardship-process-amendment-1/564

VDP-37 VitaDAO Governance Amendment #2

https://gov.vitadao.com/t/vdp-37-vitadao-governance-amendment-2/565

Please continue the discussion in the corresponding thread.