[Proposal] The Gitcoin Foundation - A proposal to represent the Gitcoin DAO IRL by a Cayman Islands Foundation

I’m very supportive of this proposal especially as it relates to protecting liability for DAO participants / GTC holders and will be voting to approve it.

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I support this proposal. Thank you for the details Kyle. I think establishing this foundation will lead to unexpected gains or bonuses from unknown factors. From things not even invented yet. The Gitcoin Dao certainly can use all the protection it can get. I understand this foundation will serve as a sort of protective armour to the ecosystem and participants. Awesome. Schelling Point '23 in Cayman Islands perhaps?

This is looking great overall and certainly an important step forward! I think for transparency and echoing a few of the points raised by @lefterisjp and @maerg among others - there’s a set of items I think we want to clarify before moving to Snapshot:

  1. Is there a current draft of the articles that can be shared with this forum just for full transparency? I know we say that the DAO will nearly have full control of the foundation, but what kind of decisions would be controlled by the DAO compared to the Foundation itself in 30 days? 90 days? etc. This is likely a first for many of us in dealing with this kind of thing so examples would help a lot here for better context.

  2. I definitely agree CSDO should help revise the terms but it’d be worth ensuring that the Steward Council is also involved in this process. Can we amend the proposed flow to include them in discussions alongside CSDO since stewards should and will need to play a key role in relation to the Foundation?

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Thanks for questions, @Pop.

Attached is the current M&A and the Articles of Association (AoA). These articles are the boilerplate articles, that are then superseded by the foundation bylaws. I am working with a few other folks on the bylaws, but not all of these details are public from DAO to DAO.

The goal of our Bylaws is to spell out what actions (from the AoA) Directors can take with or without a vote (and in a “no vote required” scenario, it would still require unanimous support from the Directors). Almost all of these actions would be actions only taken based on DAO votes (on-chain voting per our governance process). Some examples are below:

  1. All structural changes to the Foundation will require a vote
  2. Change in Directorship (my position, and others) will be changeable through a DAO vote
  3. The directors will have the ability to “run” the foundation (accounting requirements, KYC requirements, reporting requirements) without a DAO vote, but will be required to present financials and transparency into the operations. This ensures we are in good standing with the relevant governments.
  4. Assets may not be transferred out of the foundation without a DAO vote

There are some structural pieces that are in place today to help us ease setting up bank accounts, subsidiaries, negotiations with Gitcoin Holdings, etc. that should not exist in ~150 days from now (assuming all of that infrastructure is set up). So it is my suggestion to offer more flexibility to me and the directors for the next 150 days to ensure we “get it right.” There is however always an escape hatch if we feel we need to exit me or another director.

I would love for CSDO to review the bylaws before they are ratified, and also ensure Stewards review and weigh in as it would certainly require an onchain vote to legitimately adopt those new bylaws per our governance process. Let me know if you have any other specific questions, and I will be sharing the bylaws soon.

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I’m actually ok with, and prefer having you in this role. I do think there is a need for DAO representation in the negotiation of assets. It isn’t a deal breaker at this point, but I am concerned about fair representation for the interests of the DAO. Mostly because we should be a shining light of legitimacy in how we operate.

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I can now share the draft bylaws we are working on. These are the bylaws we will have CSDO and stewards review, and then Gitcoin Holdings would also have their counsel do a once over to confirm there are no legally questionable sections.

Bylaws Draft can be found here.

This draft will continue to take shape over the next week, and may be entirely replaced if CSDO and/or others have a different template they would like us to use. Many folks will be reviewing this weekend and offering thoughts.

I would like to move this to a vote on Snapshot next week, so please share any objections to make sure we are covering any blindspots you still see. As part of that snapshot proposal, I will be very explicit on the intention and next steps we plan to follow so folks understand what they are actually approving. We will have more than one vote. One to ratify the intention of the community to take possession of assets, and a second to formalize the details of the negotiation, adopt the new bylaws, etc. Gitcoin Holdings will not transfer assets until both votes pass, ensuring we have a legitimate approval from the community.

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Hey all - Given we have met the 5 steward comments and 5 day requirement of our governance process (and sentiment is positive), I went ahead and posted this to snapshot. I would love support for the proposal, and please let me know if you have any more questions. :pray:

https://snapshot.org/#/gitcoindao.eth/proposal/0xd7e430bdbff261f3b32738e44f91efe85512f9a3359e38fa3c4c3c86f380b47e

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I appreciate the trust and the desire from the community to continue to advance our mission and separate more and more from the Company that started so much of this journey.

We will have our first Stewards Council meeting on Thursday, and I can report back on progress, as well as kick off discussions with Gitcoin Holdings soon.

Thanks, all.

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