This proposal is a bulk proposal about seven, arguably relatively minor changes to VitaDAO's governance framework.

Summary

The governance working group suggests improving parts of VDP-1, VDP-12, the Code of Conduct and other governance proposals and governance-related documents to improve our governance processes.

Motivation

Since the passing of VDP-12 VitaDAO Governance Framework Amendment #1 and the failure of VDP-37 VitaDAO Governance Amendment #2 achieving quorum – arguably due to the holiday season – several other issues with our current governance processes arose which may require intervention. This governance amendment is another umbrella proposal tackling several issues. For the current rule set on governance in VitaDAO, see here.

Specification

a) Time limit for phase 2 proposals

We propose to introduce a time limit of three months for phase 2 proposals. If a phase 2 proposal does not reach quorum and/or does not receive enough confirmatory votes three months after it was first posted to the Discourse governance forum, it has not passed phase 2 and the forum thread should be closed.

b) Waiting period for revised phase 2 proposals

We propose to introduce a mandatory seven-day waiting period for phase 2 proposals after the last significant change to the proposal. A Vitacore majority will decide if the change in question qualifies as significant or not. Some examples of significant changes include changes that affect VitaDAO’s public image and the ones that revise the decision-making power and budget.

c) Introduce governance of Snapshot roles (admins, authors)

We propose to introduce a formal on- and offboarding process for managers and/or authors on VitaDAO’s Snapshot space. While every VITA token holder is allowed to vote on Snapshot proposals, the authors have the right to upload proposals in addition to that. The admins, meanwhile, enjoy even more privileges. We suggest that anyone who joins VitaCore is also added to VitaDAO’s Snapshot space as an author, and anyone who becomes a working group steward is added as an admin to the Snapshot space.

d) Revise governance of Multisig

We propose to refine the on- and offboarding process of becoming a signer on VitaDAO’s multisignature wallets provided by Gnosis Safe, including the main multisig, the operations multisig and other, project-based multisigs such as, multisigs used for Gitcoin funding rounds. Since our multisig signers have to be extremely trusted, the election process should be optimised for security and steadiness.

Signers of VitaDAO’s main multisig

• require consent among VitaCore to be voted in
• require a majority vote among VitaCore to be voted out

The current list of signers of the main multisig should be kept up to date through a comment in this thread.

Signers of VitaDAO’s longevity, operations and project-based multisigs

• Require a majority vote among VitaCore as well as confirmation by the operations working group steward to be voted in
• Require a majority vote among VitaCore as well as confirmation by the operations working group steward to be voted out

Upon the voting decision of a VitaDAO mulitsignature signer in/out, an update to the VitaDAO Governance Constitution is posted on Discourse with a post in the #cross-wg channel on Discord.

e) User Types: Introducing “Stakeholders”

We propose to introduce “Stakeholders” as a new user type, defined as follows: “Stakeholders include VitaDAO members, working group members, service providers, VitaCore, as well as any other natural or legal persons who consider themselves affected by or otherwise interested in VitaDAO.”

We further propose to change all instances of “members” exclusively in Phase 1: Ideation and Phase 2: Specification to “stakeholders”.

g) Reintroducing Proposals

In principle, VitaDAO members are free to propose anything at any time as per VitaDAO's governance framework. However, if a proposal is cancelled/voted out and is repeatedly reintroduced in an identical or nearly identical form right away, the community would likely treat such posts as spam under the Code of Conduct.

We propose to allow an identical or nearly-identical proposal that does not pass phase 3 on Snapshot to be reintroduced right away under certain circumstances.

This amendment will be useful, for instance, when a phase 3 proposal on Snapshot does not reach quorum and there is reason to believe that this is the result of external factors, such as holiday seasons, interfering with otherwise clean voting process. Another example where the amendment is relevant is a situation where a vote is flipped at the very last minute through a significant number of tokens and there is reason to believe that others refrained from voting because they did not expect such a flip to happen.

Since all qualifying circumstances cannot be exhaustively defined, the decision of whether a proposal is eligible to be reintroduced will be undertaken by VitaCore through majority vote on a case-by-case basis. The proposal author is responsible for requesting a reintroduction of their proposal, and in case of a dispute, can trigger the Dispute Resolution Process.

h) Improving the Code of Conduct

We propose to amend the Code of Conduct with the following:

• Governance participation with a Conflict of Interest is forbidden. Any member of a working group or VitaCore with a potential conflict of interest must disclose the conflict to VitaCore and abstain from governance participation, which includes voting and the discussion of the vote. A conflict of interest is anything a reasonable person (or arbitrator) might believe results in competing professional or personal obligations or personal or financial interests that would make it difficult to participate fairly in governance. Members of a working group or VitaCore are subject to fiduciary duties to act in good faith for the benefit of the VitaDAO token holders and the broader community as a whole.

• In case of doubt about whether a case qualifies as a conflict of interest, the legal working group of VitaDAO will make that decision through soft governance among its contributors (Discord tag "Legal WG Contributor", excluding guests) in its Discord chat "#legal-wg" or using an appropriate alternative, such as a legal working group call.

• Conflicts of interests must be disclosed in the corresponding proposal (in phase 1, in phase 2 on Discourse, and in phase 3 on Snapshot) as well as other relevant channels, such as the Vitacore channel or a working group channel on Discord. Conflicts of interest not disclosed prior to governance participation can result in a reprimand, a penalty, or restrictions from the DAO.

• Any member of the DAO can submit a suspected breach of the Code of Conduct by another member of the DAO to trigger the Dispute Resolution Process that will include the authority to reprimand, penalise or restrict any member of the DAO. Any reprimand, penalty or restriction on participaction will be handled according to the VitaDAO dispute resolution guidelines.

Upon passing of this proposal, the revised Code of Conduct should be communicated appropriately. This includes a checkbox in the application and onboarding forms for new working group members, as well as prominent and reoccurring placements in our communication channels, including Discord, Telegram, email and Twitter.

Implementation

If this proposal passes phase 2 as well as the Snapshot vote, all amendments will be implemented by the governance working group in collaboration with the technical working group and incorporated into the governance thread in our ‘VitaDAO Constitution’ summarising the latest state of all VDPs including updates and amendments such as this proposal.