Minswap DAO Advisory Council

This proposal is to create an advisory council for the Minswap DAO. I view this as one small step towards an ultimate goal of formalizing and maturing the structure of the DAO. This proposal might eventually be the starting point for a full set of bylaws, or might be replaced in its entirety.

  1. Composition of the Council
    1. Eligibility:
      1. The Council shall consist of 5 members
      2. No more than 2 members of the Council may have a direct relationship with Minswap Labs, where “direct relationship” is defined as:
        1. Being gainfully employed by Minswap labs either as a direct employee or contractor
        2. own any share of Minswap Labs
        3. sit on a “board of directors” or any such governing body for Minswap Labs.
        4. Be a spouse or blood relative of someone meeting criteria 1-3 above
      3. To be eligible to be elected to, appointed to, or serve in a position on the Council, one must own at least 10,000 MIN tokens, and hold those tokens throughout their term of service.
      4. Council members must agree to:
        1. Make known to Minswap Labs executives their legal name and contact information (Email address or phone number),
        2. Allow themselves to be identified publicly by their DIscord Name and PFP by Minswap DAO and/or Minswap Labs, including but not limited to in social media comms and on websites.
    2. Election/Appointment to the Council:
      1. The means by which the original members of the Council shall be chosen is different from all future elections.
      2. Voting: For any references to voting with regards to election of the council members, that vote is to be a “MIN vote” conducted through Minswap governance.
      3. Original Selection
        1. Two candidates from Minswap Labs shall be appointed by Minswap Labs. The candidates may be selected by Labs by whatever means they see fit and these candidates MAY be directly affiliated with Labs.
        2. One at-large candidate shall be appointed by Minswap Labs. That candidate may be selected by Labs by whatever means they see fit so long as the candidate DOES NOT have a direct relationship with Minswap labs as defined in 1.2.i. Minswap Labs may, at their discretion, choose and announce the individual either before or after the election of the other 4 candidates, however it should be done within 1 week following the conclusion of the at-large election.
        3. Two at-large candidates shall be elected by means of a governance vote.
      4. Original Selection vote
        1. There shall be a thread in the forum calling for nominations. Any candidate can self nominate or be nominated by a 3rd party. Anyone nominated by a 3rd party (or self-nominated) can remove themselves from consideration and shall not be included in the options for the governance vote.
        2. There shall be a governance vote for the 2 at-large positions.
        3. The ballot shall consist of nominees who have no direct relationship with Minswap Labs. Voters may vote for up to 2 candidates. The 2 candidates receiving the most votes are elected. (This is similar to the Minswap Catalyst vote where 50 proposals are presented, a voter can choose multiple, and the 20mwith the most votes are selected)
      5. Selection in subsequent years
        1. At the end of their term, any member can choose to resign or stand for re-election (so long as they are eligible for reelection).
        2. If a Council member chooses to stand for reelection, then there shall be a “new term” governance vote where there is a Yes/No vote for each individual Council member standing for reelection.
        3. Anyone receiving at least 50% yes votes among the votes cast for that member shall be elected to a new term.
        4. Anyone not receiving at least 50% yes votes shall lose their position and create a vacancy.
        5. There shall be a nomination process and subsequent vote to fill all vacant seats whether that seat was vacated by a resignation or a down-vote.
        6. After 2 terms, all 5 seats shall be considered “at large” with the only restriction being that people affiliated with Minswap Labs (as defined above) may not hold more than 2 seats. For clarity, this rule means the 3 spots that Labs originally holds/appoints are 2 year terms. This is meant to prolong the time where Labs has significant control/influence over the council.
    3. Length of Term and Term Limits
      1. A full term shall last 1 year. Anyone seated mid-term to fill some vacancy shall have their initial term end at the same time as all others, not after 1 year from their election/appointment.
      2. There is no limit on how many terms a representative of Minswap Labs can serve
      3. At-large representatives not affiliated with Minswap Labs may serve no more than 3 consecutive terms. If a member does serve 3 consecutive terms, they must not serve for the next 2 terms before becoming eligible again.
  2. Duties, Responsibilities and Scope of Action
    1. Duties
      1. A duty to hold regular meetings (at least bi-monthly, aka 6 per year) to conduct business of the Council and a responsibility to attend those meetings (see section 2.e).
      2. This includes the power to meet informally between official meetings. (see Governance)
      3. A duty to abide by the results of any and all proposals passed by a governance vote of the Minswap DAO, and to see that any passed proposals are faithfully executed.
      4. A duty to keep private the business of this council and of Minswap Labs except for items published in the minutes, and any other items that the council discusses and explicitly agrees to make public. This duty extends to the secretary of the council.
      5. A duty to keep transparency and accountability:
        1. Minutes of each meeting shall be published on the Minswap forum (Or discord or some website publicly available and deemed by the council to be appropriate). The private details of any strategic initiatives can be redacted, and initiatives may be referred to by some code name or number so as to obscure the nature of the initiative. Discussions of things like specific dates can be generalized like “At some future time” if it is in the interest of Minswap DAO or Minswap Labs to keep them private.
        2. If votes are held, the final tally shall be published without revealing how any individual voted. (i.e. 4-For 1-Against)
        3. A duty of the secretary of the DAO shall be to maintain a ledger of cumulatively approved and paid expenses for the term and to report those numbers in the minutes of each meeting.
    2. Responsibilities
      1. The responsibility to set the strategic direction for the DAO and to work with Minswap Labs to see that it is faithfully executed
      2. The responsibility to begin work in conjunction with Minswap Labs towards the long term goal of separating the structure and finances of the DAO from that of Labs. The council should make regular progress in that direction, even if slowly and deliberately.
    3. Scope of Action
      1. The authority to form, dissolve and compensate “Working Groups” to help advance the interests of the DAO (for the purpose of funding limits as set below, each working group shall be considered a stand-alone initiative). A working group can consist of 1 or more people. THIS DOES NOT MEAN THAT OTHER WORKING GROUPS CAN NOT ALSO BE CREATED VIA GOVERNANCE PROPOSALS.
      2. The authority to spend a limited amount of DAO funds without requiring a Governance vote (see section 2.d.iv and section 2.d.v)
      3. The authority to negotiate in good faith on behalf of the Minswap DAO with other parties (i.e. projects/DAOs/businesses) so long as the follow conditions are understood. (Note: this is meant to allow individual council members ``To start conversations'' or “respond to inquiries” NOT “to close deals''. Although members of this council have the authority to represent the interests of the DAO in conversations with other entities, that is not intended to be a primary objective of the council. In the absence of a working group to develop partnerships, members of this council can act to fill the void but they should aim to empower a working group (either of this council’s creation or by a separate governance proposal) to fill such a demanding role.)
        1. The other party is made aware that no one member can commit the DAO to anything.
        2. Anything negotiated which will spend DAO funds up to the limits defined herein must pass a vote of the Council by a majority vote. (This includes partnerships or ventures that don’t require spending DAO funds)
        3. No agreement which exceeds the spending limit of the council can be finalized without a full governance vote and the other party is made clearly aware of this stipulation
      4. The authority to author, submit, and manage the proceeds/deliverables of Catalyst Proposals on behalf of Minswap DAO. This could be done directly by the council, or by way of “Working groups” established by the council.
      5. The authority to find and compensate a secretary of the DAO (Who could be, but does not have to be one of the serving members of the council) for responsibilities such as keeping and publishing agendas/minutes, tallying votes, communicating on behalf of the Council, etc. subject to a limit of 100 ada per meeting. This expense does NOT count against spending limits listed above.
      6. At any point in time that Minswap Labs chooses, this council may take over from Minswap Labs responsibility for managing discord community moderators (as outlined in an early governance proposal). This shall include the authority to make reasonable annual adjustments to the amount of compensation by increasing it by NO MORE THAN 5% each year to account for inflation or an increase in workload. Expenses for discord community moderators shall not count against the limits established above (Sections 6.4 and 6.5) as these expenses were approved by a governance vote. (To be clear, Minswap Labs can keep this responsibility until they are ready to relinquish it, which means they can keep it forever if they so choose.) (the main intent of this section is to let Labs pass to the council the responsibility for deciding which MODs are eligible and which MODs receive each tier of compensation, IF LABS WANTS TO RELINQUISH THAT RESPONSIBILITY )
    4. DAO Fund Management
      1. This section describes Funds that this proposal considers to belong to the DAO and be under the supervision of this Advisory Council.
      2. Where this proposal refers to funds that this council may spend from, and limits on spending those funds, the contents of the following wallets shall be considered as “DAO Funds” (Balances listed below are as of Feb 28,2024)
        1. $Min.DAO : 200,000,000 MIN
        2. $Min.fee-dao: 707,965 Ada
        3. $Min.fee-switch: 115,466 Ada (NOTE: ADA in this wallet does not count toward the spending limit, and can not be spent. This ADA goes to stakers. The value of LP tokens in this wallet does belong to the DAO and can be used in calculations to determine spending limits but should not be cashed in to be spent unless authorized by some other proposal)
      3. By mutual agreement between Minswap Labs and this council, additional wallets and their contents may be added to the list above. Any such changes should be publicly communicated in a timely manner.
      4. For the foreseeable future, Executives of Minswap labs shall continue to hold the keys to all wallets and any requests to actually disburse funds from any of these wallets shall be processed by the key holders. Future proposals or agreements could transfer that control to the DAO.
      5. A limit on the ability to spend more than 0.1% of “DAO funds” (as defined in 2.d.i) on any single venture/initiative/expense/working group without a governance vote.
      6. A limit on the ability to spend more than 2% of the DAO funds (As defined in 2.d.i) cumulatively over the course of the term of the board (i.e. annually) without a governance vote. (This should be interpreted as “At no point should cumulative expenses for the term exceed 2% of the current net worth, if it does then further spending should stop”)
      7. For these spending limits, ADA and MIN shall be counted separately. (i.e. 0.1% of the MIN and 0.1% of the ada. You can’t say “The MIN is worth 12 million ada so I can spend up to 12,000 ada.” You can spend up to 0.1% of the MIN and up to 0.1% of the ada, calculated separately)
  3. Governance
    1. A quorum of at least 4 members shall be required to conduct any business.
    2. The council may conduct business and vote on items outside of formal meetings, so long as any activity of significance is added to the minutes of the next formal meeting. For any votes taken outside a formal meeting, at least 4 members (a quorum) must vote and all 5 members must be given an opportunity to vote (such as tagging them in a message and waiting 24 hours) before a decision is final.
    3. Decisions that will result in taking action must be passed by a vote that wins a simple majority of voting members, unless otherwise noted.
    4. No member may delegate their authority on the Council.
    5. Missing 3 meetings over the course of a rolling 12 month period shall cause a member to immediately lose their seat and forfeit their eligibility to serve in the future. Missing a meeting held between 11 PM and 7 AM of the members local time shall not count towards this limit.
    6. If a meeting is to be held between 11 PM and 7 AM local time for a member and if there are items on the agenda for which votes are planned to be held, a member may, at their own discretion, inform the council in writing in advance of the meeting of how they wish to cast their vote(s) and those votes shall be counted.
  4. Compensation plan in appreciation of time and expense
    1. There shall be “Per term” payments and separate “Per meeting” payments for council members
    2. Per Term: To cover for any expenses they might incur in order to effectively participate, Each member shall receive a lump sum payment for each term to which they are elected and serve in the amount of 200 ADA and 10,000 MIN. Half shall be paid after the first meeting of the term and half after the last meeting of the term. You must serve the full term to receive the second payment. Someone elected mid term to fill a vacancy would be eligible for the second payment only.
    3. Per Meeting: To cover for any expenses they might incur in order to effectively participate, Each member shall also receive 100 ADA and 2,000 MIN for each of the regular meetings of this Council that they attend, payable immediately after the meeting (Up to an annual maximum of 900 ada, 18,000 MIN total for 9 meetings (which would be once every 6 weeks). If they choose to meet more often, for example monthly, the annual max can be spread evenly across 12 meetings or they can opt to get 100 ADA/2,000 MIN each for 9 and no payment for the other 3)
    4. The secretary of the DAO should send payment reminders and addresses to Labs after meetings, based on attendance.
  5. Emergencies
    1. MInswap Labs shall have the power to remove and replace either or both of the Minswap labs representatives to the Council for any emergency as deemed necessary by Minswap Labs, on a permanent or temporary basis.
    2. Four members voting together unanimously may remove an at-large member, but not a Minswap Labs representative.
    3. If an at-large member is incapacitated indefinitely, by majority vote the other Council members may call for a special election to replace them
    4. If an at-large member is unreachable for a period lasting longer than 7 days (Other than for periods where advance notice was given), by majority vote the other Council members may call for a special election to replace them, and in the meantime may conduct votes without them.
    5. At any time, a dao governance proposal may be brought to immediately end the term of an at-large member ( following the rules for bringing a dao proposal) and to succeed it must pass with 80% of the vote.
    6. By a unanimous vote, the council may exceed their spending limits in order to address any emergency that is of the sort which might threaten the existence or long term prosperity of Minswap DAO.
    7. By a unanimous vote, the council may intervene to temporarily supersede something enacted by a DAO governance vote in order to address any emergency that is of the sort which might threaten the existence, reputation, or long term prosperity of Minswap DAO or Minswap Labs. (For example, but not limited to,: temporarily removing Minswap DAO investment in some token/project/protocol that has been hacked or compromised in some way.) In the event that this power is executed, the council must either reverse their action OR initiate a governance proposal to support their action, within 7 days.
    8. As a first set of rules for a Minswap DAO council, these rules could be fatally flawed in some unforeseen and unintended way. In the event that conditions warrant, by a simple majority vote this board can dissolve itself, render this entire proposal obsolete, return to the status quo and call upon the DAO to try again. In such an event, outstanding obligations to working groups arranged by this council should still be honored.

      ——————————————————————————————————————————

      To illustrate what this Advisory council might do, below some scenarios are outlined.

      In reality, both the DAO itself and this council can create “working groups.” However, since the council has a limited budget let’s think of the council as creating “working groups” and the DAO as creating “WORKING GROUPS!” To better distinguish those, in this example I will refer to the council as creating “working groups” and the DAO as creating “Committees”. The difference is that a “Committee” is likely more powerful, better compensated and fulfills a more permanent role or objective. (Note: none of this is to say that the council itself can’t directly create a “committee” so long as it is low-budget enough to fit within the limits of council spending. The final example below will illustrate this.)

      • The council creates a 2 person working group from community volunteers , offering 100 ada per person to completely re-work the FAQ section of the Minswap Discord.

      • The council creates a 3-person working group from members of the “KFC” offering 100 ada + 1,000 MIN per person to write a DAO proposal to establish a Treasury Management Committee. The group’s proposal should outline the Treasury Management Committee’s structure, powers, objectives, and compensation.

      • LBE as a Service is included in a future Minswap release. Projects begin inquiring routinely about how to best use this service. The council establishes a 2-person “ LBEaaS Advisor Group” to deal with these inquiries and guide projects through the process. The council structures it such that the advisors are paid 50 ada per month plus an additional 500 MIN per project for each project that they assist which goes on to complete an LBE.

      • The council creates a 1 person working group offering 100 ada to author a catalyst proposal for the next round to provide the Minswap DAO with funding to create a “How Limit Orders work on an AMM” youtube video. If the proposal is funded by Catalyst, the council then creates a 2 person working group paying them 1000 MIN each to manage the project by finding a content creator and getting a video made using Catalyst funds.

      • Minswap needs to provide Labs with specifications for a stableswap amplification parameter. So the Council creates a 1 or 2 person working group to complete such a paper and present research, offering 500 ada and 5,000 MIN for such specialized expertise.

      • Minswap needs to provide Labs with code specifications for a low impact low cost function for dynamic fees and parameterization. The council hires 2 people to develop such a function with economic logic and help parameterize it. Compensation would be negotiated appropriately for deliverables of a function, parameter examples, and a paper.

      • Minswap DAO needs a plan for developing Strategic Partnerships. The council establishes a 3 person working group tasked with writing a governance proposal to create a “Strategic Partnership Committee”, and compensates the working group accordingly.

      • Minswap DAO needs representation separately from Minswap Labs at community events. The funding limits for “working groups” is enough to allow the Council to provide an at-large member of the council partial reimbursement to attend the annual Cardano meeting as an official DAO representative.

      • The council, in line with the strategic direction which has been set during the monthly meetings, creates a working group to triage governance proposals and moderate the Governance Forum using a “ticketing-system” based approach to governance proposals. [add compensation here].

      • The council creates a full “Committee”. The limit the council can spend annually on any 1 working group is 0.1% of the funds controlled by the DAO. Currently, that means the council could spend a maximum of 800 ADA + 200,000 MIN per year to fund 1 working group. Seeing the need for the DAO to have an individual fill in the role of [fill in the blank here: Accountant? Treasurer? Media relations manager? Parliamentarian?]. The council starts work by funding a 3 person working group to define the role and recommend compensation. That WG writes a “job description” with a recommended annual compensation of 600 ADA and 120,000 MIN which is within the council’s limits. The council then establishes that newly defined role as a 1-person “Committee” and fills the role with a suitable candidate.

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