Hey @Upzeart! Thanks for the great questions and for digging into the bylaws. I’ve tried to answer each of your questions as comprehensively as I can, while providing context which you may already have come across in your reading to bridge the gap for other readers below
1. Number of Directors
The foundation currently has one director. However, the directorship company that we work with has contingency plans (additional directors available) were that director to become inaccessible / in case of emergency. Even so, the director and I have discussed the possibility of adding an additional director or directorship provider for increased resilience at some point once the new council is settled in.
2. Updating existing docs to include more info about the Foundation.
This is a great callout, I’ve just pushed a light update with information about the Foundation, grants committee, and DAO Ops Stewards. As an aside, this document is a great example of why [SIP] Consolidate Branding of the Protocol and DAO is sorely needed, with the DAO being referred to both as “SuperRare DAO” and “RareDAO” in the same document!
I should also note that the Foundation Director and I are currently working on more comprehensive documentation of the DAO’s org structure in conjunction with the team at Hats Protocol (where I am a also governance steward). Our goal is to have this released along with the council election details so that candidates have an up to date understanding of each entity involved in the DAO. If you’re interested in providing early feedback on this documentation, feel free to shoot me a dm on twitter @bmulligan56. We should be ready to start circulating in the next couple of weeks with a targeted release later this month as part of a broader “Foundation Update”
3. Implications for Council’s authority to authorize up to $100k in de minimis txs per year
This is a great question. Thank you for taking the time to dive this deep into the by-laws! This authority for de minimis spending went relatively unused until we passed [SCP-8] Create and Top Up an Operating Expense Account for the Foundation, which delegated the authority to execute de minimis transactions to a 3-of-4 multi-sig composed of the DAO Council, Foundation director, Foundation accountant, and myself. The council still has the right to object to any transactions, but we (the other signers) have more autonomy in using that allowance. This has allowed us to process reimbursements for things like google workspace, pay the accountant, and engage Hats Protocol in a lightweight service agreement (as alluded to earlier).
My intention with this SIP is to leave Section 8.A of the bylaws relatively unchanged, still allowing the council to authorize some de minimus spending without a community vote (which may, for example, be useful for gas reimbursements on council multi-sig transactions - which is not included in this SIP). Rather, this SIP precludes the need for us to tap into this allowance for topping up the operating account and allows Foundation spending to exceed $100k per annum, which is sufficient for engaging most service providers but is insufficient for the compensation of more than a couple part time contributors, or even a single full-time contributor. This limit ultimately increases our dependence on SuperRare Labs as the DAO’s de facto home for talent retention, which may serve as a powerful vector for centralization through access to information and relationships if left unchecked over the long term.
As part of the implementation plan that will need to be authorized by the Council if this SIP passes, I would likely recommend that we update the bylaws to include information about the Foundation’s authorities and obligations in regards to this (potential) new annual budget - though its tough to provide those exact changes at this point because the Foundation’s outside council would be heavily involved in ensuring any updates are maximally compliant with Cayman Islands law and do not create any unintended consequences down the line.
4. Role of the 6-month transparency report
The intent of the 6-month transparency report is to tighten the feedback loop between the Council / Foundation and the community. Many DAOs run workstream budgets on a quarterly or semiannual basis, which we feel is inefficient as the budget preparation and voting process typically eat into at least a month of that. However, this higher cadence also increases accountability and transparency. Providing a semiannual report of operations and expenditures, on top of annual accounting as part of any request to renew the budget, is our attempt to tighten these feedback loops and increase transparency, while decreasing the governance overhead required just to keep the lights on by 50%.
It also helps that the Council has some “checks and balances” over the Foundation, as laid out both in the bylaws and in this SIP, which ensures additional accountability on top of annual budget requests and semi-annual reporting.