Proposed updates to PNF board mechanisms: adding talent and improving legitimacy

As per our recent update, there are some forthcoming changes to the Foundation’s board composition:

  1. @nelson will resign as a director at the end of 2023, with the current board proposing @b3n to replace him. This vote will start in January.
  2. @JackALaing is entering a transition phase as a director, staying in place on the board until we find the right person to replace him. Don’t worry, we expect him to be in place as a PNF contractor/ DAO contributor for much, much longer!
  3. Two new board observers will be appointed.
  4. We want to introduce a mechanism for the DAO to have approval rights over PNF’s proposed board composition for each major Era.

This post focuses on how we plan to add new board observers, as well as the new DAO-approved board renewal mechanism.

1. Adding board observers to improve the diversity of experience and skills on the board

The role of a board observer is to be “in the room where it happens” so they can positively influence “how the game is played” and “how the sausage is made” and communicate with the DAO about these decisions. Board observers with the right experience and network will also likely be able to help with specific areas of PNF’s finances, operations, and strategy and to work more closely with the community too.

Technical leadership is the clearest opportunity to strengthen the PNF board, but we also understand that this is not the only issue the DAO cares about. Consequently, we propose the following:

  • PNF will use its judgement to appoint one of the new board observers, most likely someone with a strong technical background.
  • The DAO will approve the other new board observer (more details on the process below).
  • Each new board observer will be appointed for the remainder of the calendar year in which they are appointed, with PNF or the DAO having the right to renew their term at the end of each year.
  • Each board observer will have the right to attend and speak at PNF’s monthly board meetings.
  • Since board observers have an informal advisory role, adopting this mechanism does not require an approved PIP. If there is any operational feedback on this mechanism, we can listen and adapt as needed in an agile fashion.

Proposed new DAO-appointed board observer process

  1. PNF will share a talent needs analysis for the Foundation at least one week before the submission period starts to help aid the DAO with its decision-making process.

  2. The process will take place on the platform PNF designates for this purpose, which will most likely use JokeRace or a combination of the Forum and Snapshot.

  3. An open two-week period for prospective board observer candidates to nominate themselves, starting by the end of January 2024.

  4. PNF will have the right to remove any submission if someone’s submission is not for themselves, is spam, contains a personal attack, or otherwise does not align with POKT Network’s DNA.

  5. This will be followed by a two-week voting period.

  6. At least two community calls are to be held within this period to share more information about the process, as well as to provide the opportunity for candidates to share information about themselves.

2. Era-based Renewal Cycles: DAO approval of the board’s mandate

The Shannon upgrade defines our current Era for the POKT Network ecosystem, and the set of ambitions and objectives we are prioritising until then. To ensure legitimacy for the current PNF board - as well as all future boards - we propose that all major Era cycles be tied to a new vote of confidence from the DAO to the board. Consequently, we propose that once the Shannon upgrade has happened, the following Board renewal process will be triggered:

  • The incumbent board will propose a new mandate with new objectives for the next Era and a proposed board composition they believe capable of executing such a mandate.
  • Although Era cycles are not restricted to a specific period of time, a board renewal vote must take place within 18 months of the last board renewal/election process. We believe that this pseudo-term limit should provide each board with sufficient time to deliver material impact and prove their worth (or not) while also ensuring there is a mechanism in place to renew the board’s legitimacy on a regular basis.
  • If the board’s new mandate is approved with majority approval from the DAO, it is deemed legitimate until the end of the Era or the next board renewal cycle.
  • If the board’s mandate fails to receive sufficient approval, all existing directors are deemed to have submitted their resignation until the DAO has completed the process to approve a new board.
  • In such a scenario, anyone who wishes to join the board must nominate themselves, with existing board members permitted to participate. We expect that appropriate guardrails will be put in place to ensure the directors appointed are aligned with POKT Network’s DNA and capable of fulfilling the duties expected of a director on the Foundation.
  • This will be followed by a discussion period and then a voting period. Timings for these periods need to be discussed, along with the sequencing for electing new directors. For example, we may achieve better results if new directors are appointed in rounds, one after the other, as this will give the DAO better context about the overall composition of the board and how that group can work together.
  • The DAO will vote to approve the same number of directors currently on the board. No more, no less. Board observers will continue in place until the end of the calendar year as per the separate board observer election processes. However, any existing board observer can participate in the process.
  • While we expect there to be many debates about strategy as part of the process of electing new directors to the board, once elected, the new board will not need a second vote from the DAO to approve their strategy. Their appointment by the DAO should be sufficient to let them get on with using their autonomy, creativity, and skills to implement a new ecosystem strategy and plan for a new Era cycle.
  • The DAO retains the right to trigger a vote to remove any sitting director at any time.

Next steps:

This post is not a proposal; it serves as a conversation starter, with the details subject to change based on our forthcoming conversations with the community. Adopting such a new process through amending the Foundation’s articles will require a PIP to pass with supermajority DAO approval. We anticipate publishing a formal PIP by the end of Q1 2024, along with more details on the approach.