A renewed middle ground for the ENS Foundation

The proposal gets the hard part right. A non-custodial Foundation, an independent majority, a DAO that caps the envelope, overrides allocations, claws back, and removes directors — that is the correct shape for an accountability layer, and a real improvement on approving spend one vote at a time. Custody and protocol control never leaving DAO contracts is non-negotiable, and the proposal honours it. The risk is not in what the proposal grants. It is in three defaults that quietly move power from token holders to an unelected board. Each is fixable without touching the structure. 1. Allocation runs opt-out, not opt-in §3 gives the Foundation a delegated mandate to allocate the DAO's entire operating spend across Labs, Service Providers, and Working Groups, within a DAO-set cap. The DAO "can reverse it." That backstop inverts today's default. Right now the DAO must approve spend. Under §3 an unelected board allocates, and the DAO must actively organise a vote to reverse each allocation it dislikes. Override power that requires standing coordination atrophies — delegates rarely muster a counter-vote against a single line item — and the board's allocation becomes final in practice, cap notwithstanding. Fix: make the annual allocation a single DAO ratification. The board recommends the full allocation each cycle; the DAO approves or rejects it in one up/down vote. The default returns to DAO approval, not DAO clawback. Keep the mid-cycle override as the emergency tool it should be, not the primary check. Second move: a board that knows its slate faces an annual up/down vote allocates toward what the DAO will actually ratify — which is exactly the accountability the proposal is reaching for. 2. The Labs seat is permanent, self-renamed, and sits on the body that funds Labs §4 seats 1 ENS Labs director permanently; §4.2 lets Labs re-name that seat itself, while every independent seat is DAO-ratified and DAO-removable. Labs is also the single largest funded entity — roughly $9M of ~$16M DAO spend. So the largest recipient of DAO funds holds a permanent, un-removable seat on the body that sizes its own funding, and the recusal policy that would manage that conflict sits in §11 as still "to be defined." Minority vote or not, that is a carve-out for the most well-placed entity, decided before the rule that governs it exists. Fix: firewall the seat before seating it. Adopt a written recusal rule — the Labs director recuses from any allocation decision touching Labs funding — and ratify it in this proposal, not after. Have the DAO ratify the Labs nominee on the same terms as the independents. Second move: recusal costs Labs nothing legitimate. It keeps product and protocol context on the board while removing the one decision where its interest and the DAO's diverge. 3. The board nominates its own successors §6.2 dissolves the search committee once the first board is seated and hands future vacancies and renewals to "a standing nominating process run by the seated independent directors." The DAO ratifies — but the incumbent board sources the candidates. A board that picks its own successors drifts from the token holders over successive terms. Ratification is a weak check when there is only ever one slate to ratify. Fix: keep an independent nominating channel. Delegates — or a standing, DAO-ratified nominating committee — retain the power to put candidates forward alongside the board, so the DAO chooses among sources rather than rubber-stamping the incumbents' picks. Second move: an outside channel keeps the board honest at renewal, the moment its incentives most diverge from the DAO's. Two smaller asks Ratify the rulebook with the board (§11). Quorum, the allocation voting threshold, tie-breaking, and the conflict-of-interest text are all open. A body that will size the DAO's entire operating spend should not be seated before its own decision rules exist. Publish and ratify them in the seating proposal. Uncouple the revenue case from the structural ask (§1). The declining run-rate (~$5.1M against ~$16M spend) is real, but this reform reallocates authority; it does not add revenue or cut cost — and it adds ~$1M/yr in overhead. The board earns its place on accountability alone. Let it stand on that, and keep the sustainability argument separate. What this preserves Everything the proposal gets right: non-custodial by design, an independent majority, the DAO cap, DAO removal, a world-class operator bar. The four changes cost the structure nothing and close the gap between "the DAO can reverse it" and "the DAO decides it." That is the difference between an accountability layer the DAO owns and one it merely tolerates.