[Proposal] Incorporation of the Balancer Foundation

Governance General Proposal
1

This proposal has been developed by the Balancer Foundation Working Group (LuukDAO#5294, Mog#1336, Mkflow#7938, Xeonus#4620, Solarcurve#5075)

SUMMARY

Over the last few months, a group of active community members has been evaluating the potential of establishing a Balancer Foundation. After studying ENS, dYdX, PrimeDAO and others we propose the incorporation of the Balancer Foundation. The Balancer Foundation will provide the DAO with an additional mechanism for executing work, furthering Balancer’s decentralization goals, and building resilience across the Balancer Ecosystem.

MOTIVATION

We believe the formation of the Balancer Foundation is key to furthering the vision of decentralization and creating a robust environment where many groups of people can participate.

Establishing a real world entity that is directed by the DAO provides two primary benefits:

  1. It allows the DAO to operate at a larger scale and engage with service providers who require formal contracts – for example, it could establish a banking relationship to pay for certain service providers that do not accept crypto.

  2. It encourages further decentralization for the Balancer Ecosystem because this entity, at the direction of the DAO, can leverage other teams to execute work that can further the adoption of the Balancer Protocol – for example, it could engage marketing providers or website creators.

SPECIFICATION

This proposal is created to recognize the need for a foundation and acknowledge there will be future proposals for funding this Foundation. The Balancer Foundation will act as an ‘Agent of the DAO’. The Balancer Foundation will be a Cayman Island entity.

Benefits

Establishing a Balancer Foundation will directly benefit the DAO by acting as a mechanism for the DAO to:

  • direct service providers for major undertakings needed by the DAO
  • build resiliency within the DAO and across the broader Balancer Ecosystem
  • interact with meatspace engagements as necessary (eg paying subscriptions)

Foundation Composition

The Balancer Foundation will be composed of a Board and a CEO for day-to-day operations. The board will be headed by a Supervisor of the Board and board members will be established representatives of the Balancer Ecosystem. The CEO and the Supervisor of the Board are to be located in Cayman.

The following people are proposed to hold these roles:

  • Tristan Relly: CEO & only staff member
  • Sean Inggs: Supervisor of the Board
  • Mkflow#7938: Representative of the Balancer DAO, current baller
  • Xeonus#4620: Representative of the Balancer DAO, current baller

ECOSYSTEM FOUNDATION EXAMPLES

Foundation examples already exist across multiple projects and protocols within the crypto landscape.

Some examples include:

  • dYdX Foundation - “purpose is to support and grow every aspect, technical or otherwise, of the current implementation and all future implementations of the dYdX Layer 2 Protocol”. Further explanation of the Foundation’s mission can be found here.
  • ENS Foundation* - is used as a tool by the DAO to have real-world representation. Description of why ENS thinks this is useful, how the foundation is structured, and what powers the DAO has over the Foundation can be read here.

*IMPLEMENTATION TIMELINE

  • January 2022 - The Balancer Foundation Working Group, composed of LuukDAO#5294, Mog#1336, Mkflow#7938, Xeonus#4620, Solarcurve#5075 has been established to develop this proposal, to review the Articles of Incorporation, and to ensure that the Balancer Foundation is considered and leveraged where appropriate as a mechanism for the DAO. Some examples include reviewing service provider agreements, establishing bookkeeping processes, and completing token diversification agreements when needed.

  • April 2022 - Legal incorporation of Balancer Foundation

    • Final approval of the Foundation’s Articles of Incorporation is expected in 1-2 days & will be provided as an attachment on this forum post.

  • Q2 2022 - Funding request proposal which defines the budget and operation of the Foundation.

VOTING

This proposal will be posted on the forum for a minimum of 5 days prior to voting. Voting will then be open on Snapshot for three days. This vote will be a single-choice vote. You may vote on the Proposal by selecting “Yes, let’s do it” or “No, this is not the way”.

Voting “Yes, let’s do it” on this proposal means:

  • You recognize a foundation is needed & acknowledge there will be future proposals for funding.
    • Note that this proposal is not requesting funding.
    • This proposal is acknowledging the need for a Foundation and acknowledges that future proposals will be made for funding.
3 Likes
2

thanks @Mog for the proposal,

I loosely followed this process so I’m taking this occasion to ask for some clarifications.

I see you bring the examples of other Organisations that have adopted Foundations but there are no examples of Organisations that have decided not to adopt them. Do you have any good example that can help the community make an informed decision about this?

You request the approval of a Foundation mentioning that the requests for funding will take place at a later time. I understand that it can be difficult to anticipate costs but since there has been a thorough study of other foundations, could you let the community know what costs the DAO treasury can expect roughly?

Finally, what risks does DAO face in your opinion?
What are the disengagement conditions?
What are the salaries of the CEO and Supervisor of the Board?

Thanks for the hard work @Mog , highly appreciated.

2 Likes
3

Maturing step for Balancer

2 Likes
4

Thanks for the detailed write-up @mog!

As mentioned in our sessions, I believe having a foot in the traditional world will greatly increase BalancerDAO’s ability to attract and retain talent and resources. This is a solid step to increase the resiliency of the Balancer Ecosystem.

@Andrea81, the only DAO I can think of that has decided to move away from having multiple foundations was MakerDAO; however, since they have started opening up new entities, it became clear that these entities did indeed provide benefits for building teams and where necessary in the end.

1 Like
5

It sounds like you have 3 questions Andrea:

  1. Pros and Cons (Risks) of Balancer incorporating a foundation

  • The pros of creating a Foundation are allowing for a sustainable process to handle tax, accounting, legal, regulatory, and operational risk. Many projects have tried to figure out how they can further decentralize all those risks while promoting community interest & chose to do this through a Foundation.

  • Of course there are pros and cons to every approach. The cons and risks we believe are that (1) the Ecosystem is touching down in a jurisdiction and (2) this Foundation will add stakeholders who won’t also be token holders (the two Cayman individuals listed).

  • We are mitigating the first risk through the articles of association which describe that governance proposals are deciding the actions of the foundation. In addition, the DAO directs the Foundation with funding on a specified budget cadence. As a result, the jurisdictional touch down is limited.

  • We are mitigating the second risk in two ways: (1) as the articles of association describe, that a governance resolution can remove any stakeholders and (2) the majority of the board will be DAO representatives.

  1. How will the Foundation handle dissolution.
    This will be outlined under “Winding Up” in the Articles of Association that describe the dissolution - you can see ENS’s Article of Association here as an example.

  2. Estimated expenses
    On final review of this proposal before it was posted to forum, it was recommended by the Working Group that these expenses were not included in this initial proposal…as this proposal is NOT about requesting a budget and these cost would need to be finalised once this initial proposal was approved.

  • Registered Office & Secretary Services: $10,000 USD
  • Supervisory Services ($45,000 USD); Board Services: 2 other board members ($30,000 USD); Executive Director/Management expenses ($150,000 USD)
  • Agent for service of process: $1,200 USD
  • Companies Register Fees: $850 USD

Finally, I want to highlight:

1 Like
6

Hi @Mog, where can we access the articles of incorporation and articles of association of the Balancer Foundation?