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:
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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]
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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.