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All proposals →Where the Endowment Goes If the Foundation Ends: The Mandatory Surplus-Asset Clause (s.4(1)(b)(iii)) Is Undisclosed, and the Act Supplies No Route Home to the DAO
The executable writes an express reversion for the 1M ENS grant ("reversion to the DAO treasury of any tokens ungranted at wind-down") but writes none for the Endowment. Verified against the Foundation Companies Act (2025 Revision, read verbatim 2026-08-08): every foundation company MUST already carry a surplus-asset-disposal clause in its memorandum (s.4(1)(b)(iii)) — the ENS Foundation could not have been declared one without it — yet the temp check never discloses where that clause points. On the Act's own defaults it does not point to the DAO: Schedule 1 para 17 replaces the Companies Act s.140 "distribute amongst the members" default with "in the way required by the constitution"; the Schedule 2 model memorandum (cl.10) sends surplus to charitable objects and its model article 15.1 sends it "to the founder or as the founder directs"; and s.18(5) makes the court's fallback a charitable disposition. The DAO, a mere beneficiary, cannot even petition to wind up (model art 15.2). Two entrenched amendments, gated to the transfer: a surplus-assets-to-DAO clause in the memorandum, and a dissolution trigger requiring DAO ratification. Builds on my "Unchanged Is the Problem."
in ENS Governance5d ago
Unchanged Is the Problem: The DAO's Removal Right Sits in Articles It May Not Amend (s.10) and Cannot Enforce as a Beneficiary (s.7(4)(e))
The temp check keeps tokenholder appointment and removal "under the Foundation's Articles of Association, unchanged by this proposal." Verified against the Foundation Companies Act (Law 29 of 2017; 2025 Revision, ss. read verbatim): the removal clause lives in the ARTICLES, and s.10 lets articles "only be altered if and to the extent authorised under its constitution" — with NO statutory self-entrenchment default (that is s.9(2)(b), a memorandum rule), so nothing protects the clause unless it is expressly drafted to. On standing: s.7(4)(e) makes a beneficiary "not an interested person"; s.2(1) reserves that status to members/supervisors/those declared; s.7(4)(d) is a derivative action for directors' duties only; s.7(4)(b) makes the removal right "enforceable against the foundation company only"; and s.18(2)/s.19(2) exclude beneficiaries from every Part 5 door — only s.19(4)(a)(ii) can rewrite the appointment/removal clauses, and only on a qualifying applicant's motion under s.19(2). Four constitutional amendments, gated to the treasury transfer: seat the DAO timelock as a supervisor (s.8(1) → s.2(1)(a) standing directly); declare it an interested person (s.2(1)(c)); entrench the appointment/removal clauses expressly in the articles-alteration provision (s.10); gate the money to the Registrar-filed amended articles. Building on "The Board That Passes Is Not the Board That Exists" (supervisor is DS Limited, not the DAO).
in ENS Governance5d ago
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