Draft Vote Text For AN DAO Transfer of Funds

Hey All,

Over the past few weeks there have been a large amount of discussions in the thread relating the the transfer of all the funds to the AN DAO. Found here

We have tried to pull out the questions that could be asked in the final vote text and wanted to create a draft of the votes so we can get better clarity on what questions are being asked as the thread is now cumbersome to scroll through. This should allow contributors to get up to speed quicker as well and comment on the vote questions and order.

Comments on the bellow are welcome.

Updated Vote structure:

Important! In all cases, the AA will consider the answer with the highest support as the winning option.

Question 1 - What structure would you prefer govern the Treasury and the ANT token contract by the soft deadline of the 30th of November 2022?

  • Option 1: Delegative ANT Voting (as described here)
  • Option 2: Aragon Association (AA) as a legal wrapper for the Aragon Network (AN) DAO (as described here)

Question 2 - If Option 1 in Question 1 were to be implemented, would you agree to allowing ANT holders to become voting members of the AA? (Under such an arrangement, the AA would not control the Treasury and the ANT token contract but ANT holders who become members of the AA would have limited liability protection and could use the AA as a legal proxy for the AN DAO and vote on AA governance decisions

  • Yes
  • No

Question 3 - Would you agree to extending the AA and AL runway beyond 30th of November 2022?

0 Months
3 Months
6 Months
9 Months

Question 4 - Do you agree to changing the quorum for ANT governance votes from 0.5%?

0.1
0.3
0.5

Old Vote Structure for reference

Question 1 - What structure would you prefer govern the Treasury and the ANT token contract?

  • Option 1: Delegative ANT Voting (as described here)
  • Option 2: Aragon Association (AA) as a legal wrapper for the Aragon Network (AN) DAO (as described here )

Question 2 - If Option 1 in Question 1 were to be implemented, would you agree to allowing ANT holders to become voting members of the AA? (Under such an arrangement, the AA would not control the Treasury and the ANT token contract but ANT holders who become members of the AA would have limited liability protection and could vote on decisions to use the AA as a legal proxy for the AN DAO, where necessary.)

  • Yes
  • No

Question 3 - If Option 1 in Question 1 were to be implemented, which date would you support as the soft deadline for transferring the Treasury and control of the ANT token contract to the AN DAO and implementing a delegative ANT voting system?

  • November 30th, 2022
  • February 28th, 2023

Question 4 - If Option 1 in Question 1 were to be implemented, would you agree to extending the AA and AL runway beyond November 30th, 2022?

  • Yes
  • No

Question 5 - If Yes was the winning option in Question 4, how long should the runway be extended after transferring the Treasury from the AA to the AN DAO (beyond the chosen extension, funding would be allocated through a delegative ANT voting system, as described here)?

  • 3 months
  • 6 months

Question 6 - Do you agree to changing the quorum for ANT governance votes from 0.5% to 0.3%?

  • Yes
  • No

Question 7 - Do you agree to changing the quorum for ANT governance votes from 0.5% to 0.1%?

  • Yes
  • No
4 Likes

Thanks @AlexClay!

Everyone, please provide your comments/suggestions on the proposed signal vote questions over the next few days as the goal is to finalize the wording by the end of this week. The planned signal vote is not intended to address every outstanding question/issue. Instead, the goal is to get to a strong enough signal with regard to the general direction so that the DAO can begin coordinating around an action plan for the next 12 months or so. This signal vote does not preclude running additional votes, as necessary. Looking forward to reading everyone’s comments/suggestions!

I’d suggest removing this one and running the vote for Purpose tomorrow and in any case, before the vote for the transfer of funds. The logic being, if it’s crystal clear what the purpose is, people may have greater confidence in voting whether or not to transfer funds to the DAO to fulfil that purpose.

1 Like

Agree… is a separate topic

1 Like

Removing will run a separate voice vote

Isn’t this already implied in the first question?

I don’t think so. There should be the option in the delegate voting system of having a legal wrapper as well. Happy to reword though

Perhaps loosely but would keep it separate as it’s an important point.

Ultimately, we want ANT holders to understand the risks of not having a legal wrapper, understand that they may be opening themselves up to tax or other legal liabilities by virtue of being in what some jurisdictions may describe as a general partnership.

Perhaps a better way of phrasing this question would be to add a small note below the question:

" **As an ANT holder, not having a legal wrapper for the AN DAO could make you personally liable to tax or or other legal liabilities from activities undertaken by the DAO.

Do you want limited liability protection by using the Aragon Association as a legal wrapper for the AN DAO?"

1 Like

Does the AA know how to actionably interpret the answer to this question, regardless of what the most popular answer to the first question is? I think it’s important to clarify this beforehand to make sure that voters know what to expect and the results of the vote are maximally informative/helpful.

I agree here. Most people say yes instinctively but don’t actually know how they would benefit or actually avoid risk. The very nature of a decentralized organization means there’s no need for officers and directors: i.e. risk mitigation with a legal wrapper would impact/protect some ANT holders very differently than others. Specifically, ANT holders wishing to remain pseudonymous - would not meet any of the (current) requirements for being ‘protected’ under such an LLC - which should be made very clear.

1 Like

I’m not sure any lawyers agree on a precise answer to this tbh. Depends on the jurisdiction of the individual, type of activities they might be doing and motives etc But I’d say there is a general consensus amongst most lawyers I’ve spoken with that in the absent of any legal wrapper, many/most? jurisdictions would consider a DAO a general partnership. Number of law suits appears to be on the up (more recently; Pool together (Crypto-Savings Lawsuit Puts Principles of DeFi to the Test - WSJ), Fucrum (DAO members may be jointly and severally liable for $55 million crypto theft | Eversheds Sutherland (US) LLP - JDSupra). Think it’s only fair that we do our part to inform ANT holders of the potential risks.

2 Likes

I obviously agree. But given that ANT is a permissionless token, and creating a single legal wrapper for ANT holders as a whole has a wide range of implications which the question leaves unspecified, it’s not clear what actionable interpretation the AA can apply to this answer. If it’s meant to reference the legal wrapper option in Question 1, it’s redundant; but if it’s suggesting something different, I think the question should make it explicit. Alternatively, the question could be whether ANT holders want the AA / AN DAO to conduct research on this topic and develop a risk mitigation strategy, which may of course include using the AA as a legal wrapper (for delegates who can’t or don’t want to operate from under a legal entity in their own respective jurisdictions, for example).

Abstain can be ambiguous interpreted as either, neither, recuse or majority. Potenitally, other meanings dependent on context.

Can we include the option “further discussion required” This will help highlight priorities for building shared understanding, collective consesus and the legitamcy of our governance process.

Given our historically low voter turnout and the gravity of these decisions, we should at least be open to the idea that key stakeholders may not yet have the awareness, let alone time, information or options presented to vote for/against/abstain.

1 Like

Anyone who thinks the decision should be postponed (incl. because further discussion is required), should vote Abstain. Since different people may have different reasons for choosing Abstain, I would recommend against specifying this option any further. In my opinion, it should be open for anyone who doesn’t support the other choices, whatever their reasoning.

I would also note that the initial voting requirements (see here) were specified under the assumption that there will be a single Yes/No question + Abstain. Absolute majority is less suitable in situations where voters are given more options to choose from. With that in mind, I would actually recommend cutting one of the options from the final question and have three options to choose from under each question. What does everyone else think?

Hi everyone

Due to the wrong forum post linking, I am adding our forum post here for completeness.

The following response represents the views of the core team members of the Aragon Association and Aragon Labs:

1 Like

I’ll clarify my reasons for the request to specify.

  1. “discussion required” signals areas where we need to build shared understanding and further consensus to support this transition. So unlike abstain, it provides the AA and AN DAO teams with information we can act upon.

  2. @ronald_k Compliance Committee confirmed the ESD S1 proposals passed, although the great majority of ANT (84%) abstained. Therefore we have a precedent already, whereby to abstain can be considered a vote only to support quorum.

  3. You speak of an absolute majority but this is not what is in the Charter. While I understand the quroum is different, compare the requirements to pass a vote. Neither qualified nor absolute therefore both simple majority.

Aragon Governance Proposals 5 (f) (iii)
2. Support: The vote shall be deemed as “passed” with a simple majority (>50%) of the
participating ANT having voted in favour.

The Aragon Network DAO Agreement 2 (f) i 2
a. Majority (more than 50% in favour) vote, with a minimum quorum of 0.5% of ANT

I’d be disappointed to see voters led to believe a vote to abstain would count for more than quorum @ronald_k I’d appreciate your advice as to why/how we could legitimately say the precedent set during the S1 proposals would not apply in the case for the transfer of funds.

1 Like

“Abstain” winning would mean that neither of the two options found sufficient support and would thus automatically result in re-opening the discussion phase.

In a multiple choice vote, a threshold of 50% of ANT participating is by definition absolute majority.

To clarify: a “simple majority” means that the option with most votes wins (which is equivalent to saying more than 50% of ANT participating in a dual choice vote); an “absolute majority” means that the winning option has to have more than 50% of ANT participating (which becomes increasingly difficult to achieve as you add more options to the vote). That’s why I recommend having three options for each vote, and using “Abstain” as a catch all for any voter who is not happy with the other two options.

I appreciate your reasons for choosing “abstain” and understand the definitions

What I am highlighting for all readers is that 1) I sought legal advice when 84% abstained and that 2) recent precedent concerning a simple majority did NOT agree with the above common understanding @mlphresearch shares and that 3) the responsibility for legal interpretation of the Charter sits with the compliance committee @eaglelex @Tayy @ronald_k

As I shared #21 here dGov was established not to determine the route but to raise awareness and safeguard the legitimacy of the choices ANT holders make. imo the legitimacy of our governance process relies on the consistent application or clear reasoning as to why established precedent would not apply. Would you agree @mlphresearch that sans clear reason, it undermines governance legitimacy to change the applied interpretation for “abstain” between votes?

2 Likes

The DAO should abide by whatever the Charter prescribes. My current understanding is that this means the winning option must attract more than 50% of ANT participating which, in a multiple choice vote, qualifies as an absolute majority. @joeycharlesworth @AlexClay and/or members of the compliance committee, perhaps you can clarify for everyone involved how the AN DAO establishes the winning option. Also, if the DAO wants to apply a very narrow interpretation to “Abstain” which doesn’t include rejecting all other options, then how about just adding a “None of the above” option to each question? Assuming that one of the options is dropped from questions 3 and 6, this would result in each question offering four options: Option A, Option B, “None of the above”, “Abstain”. How does that sound?