Summary
This proposal is for the funding of the Balancer Foundation for year four.
As a recap, the Foundation provides the DAO with an additional mechanism for executing work in a decentralized environment, and supports resilience across the Balancer Ecosystem.
The Balancer Foundation is a traditional legal entity that is directed by the DAO. It helps create a sustainable environment where many groups of people can participate. It allows the DAO to operate at a larger scale and engage with service providers who require formal contracts, and is able to take certain actions that a DAO is unable to perform on its own behalf.
The Foundation and its operating subsidiary (Balancer OpCo Limited) act as facilitators of the Balancer Ecosystem. This governance structure, at the direction of the DAO, can leverage other teams to execute work that can further the adoption of the Balancer Protocol – for example, the front-end team or other technology providers.
In short, the Balancer Foundation acts as an agent for the DAO and part of the DAO’s governance within the structure of the traditional business world.
The Balancer Foundation operates within a formal environment (The Foundation Companies Act) in the Cayman Islands and thus brings protection and certainty that comes with formal organizations.
Foundation expenses and reserves
The budget identified for the Foundation is line-item specific and includes very few estimates. The Foundation has, however, assisted in achieving meaningful savings elsewhere in the ecosystem, mainly by optimizing costs across many different service providers at the OpCo level (for reference, see the latest Transparency report - FY24 Q2 - FY24 Q4)
This proposal is created to seek funding for the Balancer Foundation for four quarters, effective April 2025 running through March 2026 (Year Four). The summary below reflects the proposed budget, with the changes introduced in the last year (for reference, see BIP-566).
Year 2: $ 333,291 (BIP-281)
Year 3: $ 272,733 (BIP-566)
Year 4: $ 237,600 (current proposal)
For reference, please see below descriptions of the individual line items.
Registered Office and Registrar of Companies fees (via Campbells Corporate Services Cayman): Annual registered office and registrar fee. These fees are due in January each year and are based on current figures, with a 10% uplift/buffer. Includes:
- providing the registered office and registered agent
- maintaining the statutory registers
- preparation and submission of annual returns
- filing economic substance notifications
- maintaining the UBO register and reporting on the same
Annual Secretary Fee (via Campbells Corporate Services Cayman): Under Cayman Law, a Foundation Company must at all times have a secretary who is a ‘qualified person’ (i.e. a person licensed or permitted under the Companies Management Act to provide company management services). These fees are due in January each year and are based on current figures.
Neither the secretary fee nor the registered office fee includes the preparation of minutes and resolutions. The Foundation will prepare these for typical matters but might seek assistance from Campbells if complex matters arise.
Legal Counsel: The Foundation may seek counsel on matters of Cayman law and industry standards as they evolve. It is hard to estimate this cost as it could vary considerably depending on the item. We have inserted a placeholder for each quarter. For clarity, this refers to an additional legal team rather than the in-house service team.
Any additional corporate requests (e.g. requests for certificates, certified documents, updates to registers, filing changes, mail forward, etc) are here included as a buffer and will also be charged separately.
Governance/Supervisory Services
Director and Supervisor Responsibilities: Under the Foundation Companies Act, 2017 and the Memorandum and Articles of Association of the Balancer Foundation, the Foundation is required at all times to have at least one Supervisor who is able and willing to supervise the management of the Foundation Company. “Supervisor”, for a Foundation Company, means a person, other than a member, who under the Foundation Company’s constitution has an unconditional right to attend and vote at general meetings, whether or not the person has supervisory powers or duties.
The non-executive Director responsibilities are:
- To act as the Chairperson for the purposes of board meetings (to the extent the other board members do not wish to have this rotated to them), to delegate matters to the company secretary, and to ensure appropriate board packs and documents are prepared by the secretary or relevant Foundation officers or employees or contractors
- To act as the Supervisor for the Foundation and to carry out the tasks of the Supervisor under the articles of association of the Foundation
- To work with the wider board of directors to:
- set the direction for the foundation and its business with the board of directors;
- set an agenda for board meetings;
- further the growth of the Balancer DAO as appropriate
- Along with other board members to select and remove directors where appropriate
- Along with other board members, oversee efforts to support and grow the Balancer ecosystem including seeking funding and setting budgets, establishing the Foundation’s efforts to further its mission
- Along with other board members, oversee the Foundation CEO, the Foundation and the BVI subsidiary
- Where necessary to execute contracts and agreements for the Foundation and BVI Subsidiary with or in the stead of the executive director
The contracted fees for these services are in line with industry standards and are due in full in January each year.
Community Board Member duties
The Directors have ultimate responsibility for the oversight of the Foundation. In particular, the Director’s responsibilities will include:
- complying with all reasonable requests, instructions and regulations made or given by the Board (or by any duly authorized committee thereof) and give to the Board such explanations, information, and assistance the Board may reasonably require
- attending all meetings of the Board in person or by video/phone; provided that the dates of such meetings have been communicated to the Director by the Company or its corporate secretary, as applicable, with reasonable advance notice; and provided further that the Director may not be able to attend a meeting due to illness or incapacity or any other reasonable circumstances;
- bringing independent judgment to bear on issues of the DAO, strategy, policy, resources, performance, and regulatory matters;
- providing advice and direction on all matters affecting the Company, including, but not limited to, adherence to terms set forth in the Articles;
The contracted fees for these services are in line with industry standards, and are due quarterly.
Management expenses: the day-to-day management of the Foundation. From Q2/24, @Danko is the service provider for operations and administration at the direction of the board, accumulating other ecosystem-wide domains of operations inside the OpCo subsidiary.
The management role includes:
- Liaising with the board on budgets, project proposals, and matters particularly as it relates to service providers including the BVI subsidiary
- Reporting to the board in a timely manner on all matters of importance including financial status, funding projections, program operations, employee matters,
- Providing adequate materials and analysis to assist the board in making decisions on all matters of importance regarding the carrying out of the Foundation’s purpose under its Memorandum and Articles.
- Manage Finances and Service Providers
- Overseeing all financial management of the Foundation, including budgets for Board approval, grant, and funding administration required by either the Foundation Possessing thorough knowledge of all funding sources and required records.
- Maintaining and adapting the organizational structure and systems capable of meeting the needs of the Foundation in carrying out its mission.
- Overseeing BVI subsidiary operations including staff and logins as needed (Twitter, GitHub, Discord).
- Contracts with BVI for service providers.
- Setting up and administering the Foundation’s bank account
- Setting up and managing token custodian for the Foundation
- As directed, overseeing vendors as needed.
- Compliance
- Responsible for all necessary filings, responses to inquiries, management of AML Compliance vendor, and other Cayman Foundation compliance and risk-related matters.
- and such other services reasonably related thereto as may be requested by the Foundation.
- community engagement
** Services and subscriptions admin (Discord, Notion, etc.).
** Managing community interactions
** Onboarding new contributors and service providers
** Planning ecosystem meetups and events (ONsites) and handling logistical arrangements
** Product user support (Discord)
** Balancer weekly report (newsletter) - DAO Treasury and Risk Management
** Overseeing budget, payments, and financial transactions.
** Due diligence for new service providers.
** Risk inventory and assessment with GRC - Outreach and Anti-Scam Oversight
** Leading efforts against scam activities within the Balancer ecosystem.
** Pen-testing of security infrastructure
** Take down of scam sites
Software, hosting, admin: Expenses for day to day operations, including payment processor fee (crypto credit card, off-ramp solutions, banks etc.) and accounting software for bookkeeping (Xero)
Link to Service Provider Agreement (if going through the Balancer OpCo):
Not applicable given this is internal / for the OpCo itself.
Specification
The multisig 0x10A19e7eE7d7F8a52822f6817de8ea18204F2e4f will interact with USDC at 0xA0b86991c6218b36c1d19D4a2e9Eb0cE3606eB48 by writing transfer, passing 0x3B8910F378034FD6E103Df958863e5c684072693 as recipient and the amount 237600 as 237600000000.