CIP-135: CityDAO IRL + Virtual Governance Convention B4 ETH Denver, Feb ~21-23, 2023

TL/DR: Change is the only Constant. We propose an experimental governance Convention to (i) review, amend and restate the governing documents of CityDAO, (ii) build collaboration and Teams, and (iii) in the name of CityDAO’s best interests - pause CIPs until completion.

Problem statement: We have a Charter and Operating Agreement (”OA”) that is cumbersome and presents governance challenges. We also have a disparity of opinion within the community on CityDAO’s mission and how treasury funds should be spent.

Examples of the Problem:

  1. There is no full time leader to get a CIP from Draft through Vote, so it is left to the project teams and “politicking”; CIP practices are disparate and inconsistent.
  2. The Charter was aspirational - the Mission Guild functions have not been fully executed, and the Court system was never implemented, leaving citizens with no meaningful dispute resolution process.
  3. CityDAO’s mission is still not defined and aligned with internal priorities/practices, creating a lot of disputes, internal arguing, and inconsistent CIPs.
  4. The results of CIP votes do not reflect a high degree of conviction on the part of the community at large.

Solution: we propose:

  1. An IRL and Virtual Convention at the DAOLabs space (or similar if DAOLabs is unable to timely secure a space) and virtually leading up to ETH Denver for a DAO Convention to amend and restate our governing documents. Participants get a new Convention NFT.
  2. Pause all new CIPs until governance from the Convention can be put up for CIP.
  3. Only allow CIPs to ensure existence of DAO through the Convention.

The Convention, to be held in the days leading up to ETH Denver, will be both in person and virtual, and will focus on:

  1. Amending and Restating CityDAO’s Mission.
  2. Simplifying and Restating governance.
  3. Creating a clear process for generating and passing proposals - from birth to execution life cycle, including CIP templates, mission alignment checks, criteria for moving to funding stage, and corporate due diligence.
  4. Solving for the “full time” problem, that operations and communication are hampered by lack of people who are willing / able to work on CityDAO full time (Scott & Aaron’s point about a “Secretary”), and/or who otherwise may be compromised by conflicts of interest given nature of internal and external roles around CityDAO.

The Convention, like a meeting of Congress, or any governing body, must have rules. Walter has been working on creating a Pod voting structure for 9 years. This where we are. It is an experiment of the most important nature. It could inform the future of all DAOs. It will change through the process. That is the point. Change is the only constant. There should also be constants. Roberts Rules of Orders will be utilized when necessary.

Convention Process:

  1. We will work in sprints, each sprint will be ~120 minutes. We are aiming for 4 cycles per day.
  2. (pre work) Virtual & in-person attendees will be randomly assigned (only round 1, future rounds will be self-selected) into pods of 3 or 4 people.
  3. (20 minutes) Each pod will use common sense, good faith, and “blind brain writing” to get to know one another and generate ideas/facts on the topic of the current session.
  4. (20 minutes) Each pod will vote on 1 idea and elect 1 of their members to pass to the next round.
  5. (3 Minutes) The chosen members are asked take 3 minutes to group themselves into pods of 3’s, 4’s, 5’s 6’s, or 7’s and process starts over at #3 above.
  6. (20 minutes) Rounds continue until there are 3-7 people representing 3-7 unique ideas. At that point they are distilled by that highest level pod into resolutions for debate and voting.
    1. At this stage, anyone can surface an idea to be discussed or added to the ballot if all their pod leaders agree up the chain, or if they can get 1/3 of participants to up-vote.
  7. To end the round, a binding snapshot vote on each resolution is posted and taken. After the convention, all snapshot results will be compiled into a final snapshot to modify the DAO governance documents.
  8. As an example, if there are ~1000 people participating, it will take, ~110 minutes to get to ~2 concrete resolutions for change. To demonstrate:
    1. (20 minutes) Round 1: ~1000/~3.5 = ~285 pods select 285 people and 285 ideas.
    2. (23 minutes) Round 2: ~285/~5 = ~57 pods select 57 people and 57 ideas to pass on
    3. (23 minutes) Round 3: ~57/~5 = ~11 pods select 11 people and 11 ideas to deliberate on.
    4. (23 minutes) Round 4: ~11/~5 = ~2 pods select 2 people and 2 ideas to deliberate on.
    5. (23 minutes) Deliberation, ~2 people refine 2 ideas into resolutions for CIP voting.
    6. In summary, in 120 minutes, including 8 minutes of buffer for technical issues, means 4 cycles can accomplished in 1 day with an hour break for lunch:
      1. 8am Cycle 1
      2. 10am Cycle 2
      3. 12pm Lunch
      4. 1pm Cycle 3
      5. 3pm Cycle 4

Example Agenda:

  1. Day 1
    1. Morning: Practice 2 rounds of voting and convention process; get to know each other.
    2. Afternoon: CityDAO Mission Cycles 1 & 2
    3. Evening: Team building
  2. Day 2
    1. Morning: Operating Agreement Cycles 1 & 2
    2. Afternoon: Operating Agreement Cycles 3 & 4
    3. Evening: Team building (Option of additional cycles)
  3. Day 3
    1. Morning: Solving for Full Time Problem Cycles 1 & 2
    2. Afternoon: CIP Process Cycles 1 & 2
    3. Evening: NFT & Reimbursement Cycles
  4. Post convention work:
    1. Compilation of final proposals.
    2. Draft and vote on updated governance docs for CIP.

All participants will be rewarded in ETH, and with a new NFT that will mint following the First Convention.

Pod leaders elected will be compensated with additional ETH every round, except for the first.

Those who do not lead, will have the luxury of getting to not do the hard work that the leaders will have to do, or they can break off with other non-leaders to plan for the next round.

If one person is elected multiple times, they will be compensated at a multiple of the number of rounds they lead.

We will arrange for hotel group rate for in person attendees.

City DAO treasury will be bound by this CIP to Vote its treasury of Citizen Tokens with outcome of the Convention to implement the results of the Convention via CIP.

Team & Budget:

Compensation will be awarded upon completion of the summit, and ratification by Pod Leaders/Delegates.

@wdclapp - Convention Creator and Facilitator - Comp: $5,000

@kkopczyn - Convention Co-Creator and Co-Facilitator - Comp: $5,000

@DAOvolution - Historical Record post-Charter - Comp: $2,500

@scottfits - Founder and Organizer of CityDAO - Comp - Donating Time

@Da3vid - Historical Record pre-Charter - Comp: $2,500

@Fugyeah - Historical Record pre-Charter - Comp: $2,500

@ethlaw - Secretary and Outside Counsel - Comp: Up to $5,000

Professional Parliamentarian - $5,000

Participation Rewards and Reimbursements:

Discretionary $120,000 of Reimbursements and Rewards for Participation, and creation of new NFT to reward participants. Expense reimbursements, and mini grants to leaders that emerge, will be compiled and agreed to in final cycle. Eligible expenses, reimbursements, and rewards:

  1. Food & Drinks for onsite Convention attendees.
  2. Travel reimbursement for any citizen that attend in person. Max of $1,500 per person. Can be split equally, or not depending on cycle outcome.
  3. Remainder will be split among all virtual attendees with max comp of $750 per person.
  4. Pod-Leader Bounties/Mini-Grant max: $20,000

Space in Denver: $10,000

Spaces in China/Turkey/Thailand/Other Regions: $15,000

TOTAL: $172,500

Time: February, prior to ETH Denver over 3 days.

Location: CityDAOLabs space in Denver, CO, Other Regional Destinations if Organized, & Virtual.


Re Sticker Shock:

The Fixed price is $35,000 (Space in Denver, Spaces Elsewhere, Parliamentarian, and Outside Counsel).

Variable expenses/rewards are remainder, decided at Convention.

Most Variables are money directly into citizens’ pockets.

ROI is infinite.

Right now, there are 4 CIPs that passed a Snapshot vote: Parcel Blanca, t0wn, DAOlabs and CIP-129. Two of these, Parcel Blanca and DAOlabs, are currently in progress, while the others have yet to receive funding and formally begin. Do you suggest pausing both Blanca and DAOlabs? If we cannot pass other CIPs prior to this convention, we would begin 2023 without any finance, operations, media, community or other teams in place.

I will have a CIP for the CityDAO Secretary CIP coming soon - probably in the next few days. I believe that many of the communication and organization issues might be streamlined and resolved through this role.

I certainly agree that IRL meetups are of great value (hence the t0wn proposal), and I appreciate all the thought that went into the convention process, but it seems overly complicated. This would be 8 hours of meetings a day? The OA, based on what I’ve seen, is nearly done. A discussion about mission is valuble, but missions are flexible documents.

The fixed price of $35K could make sense, but having over a hundred thousand dollars in variable costs seems excessive. The cost of our last IRL meetup in Wyoming, where lots of stuff was accomplished, was closer to $10K. I could understand offering travel reimbursements or even housing, but more than that seems unnecessary. We could just meet in an Airbnb or DAOlabs space.

As a final note, I was not consulted before my name was put on this proposal.

Two responses I have answers for:

  1. Intent as written above is that only CIPs that have not yet been passed be pauses, and that any necessary roles continue to be funded as exclusions to this. Mainly it’s targeted at new project CIPs though the intent is that ongoing roles expense be minimized.
  2. In terms of the OA changes being close, I would agreed but there has been a lack of interest in implementing them (both lack of participation in the general process and lack of support on forum / discord). There is also a 1000NFT quorum for changes to the OA.

This is an attempt to generate that interest by catalyzing more than just facilitators to be able to travel to a meetup.

Although the Cody meetup was productive, it only allowed for participation of less than 20 members of the DAO. Yes it’s an expensive way to do it, but we believe it would be worth it for the engagement that it would generate.

I’m definitely open to other paths to generate the necessary interest to pass OA changes.

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As of January 1, 2023, there is no funding for any roles or faciliators. Any funding for finance, community, media or any other roles would need to be proposed through a CIP.

Regarding the OA, I do not think the problem is a lack of interest, but rather a lack of clarity on who is in charge of moving this forward. Regarding the quorum, I think it is 500 NFT votes, as per the Charter, Sec. 4.3.4 (f) Quorum: Quorum for CIPs will be 500 citizens, except for the following conditions which modify the quorum: Monetary: Less than $10,000 (250 citizenships), $10,000 to $20,000 (500 citizenships). I may be wrong, but I believe that OA ratification is a non-monetary vote, with a quorum of 500 NFT votes.

In general, I agree with you that the modified OA is important. I also think it’s four fifths of the way there and simply needs some slight modifications. It could be ready for a vote very soon and I would be willing to lead that effort.

My thought is that we should outline the discretionary a little more - for example set a food budget, etc.
I think we need to either set up similar in the regions and link via videoconference or just have each community elect 1 or 2 people to travel and that would be paid for by the DAO. However I am against travel being paid for by the dAO in pretty much any other case. Food, ok we should have a buffet while we work or a per diem or lunch/dinner brought in if we are working but that’s not every meal paid for. So there needs to be just a little more guardrails on that kind of discretionary funding to prevent post event disputes.


Re salaries, I do no suggest pausing any that are operationally necessary and time sensitive (finance/CPA at a minimum, perhaps some outside legal work).

Re projects - I am not in a position to evaluate Blanca and DAOlabs, but my intuition is no pause there if they are ongoing.

We should consider the value of pausing non-essential items for two months to focus on getting governance right.

During that time, the people that normally would get paid can spend time preparing for the intellectual jousting match before us. And get rewarded if they so prepare and succeed.

The leaders that will emerge in late February will be those who bring the clearest and most perfect thoughts to the table, and generate support thereby. They must prepare for the game theory of the table presented.

Is it complicated? Yes, so is life.

For instance, intractable questions of humanity need to be answered to solve for the Network State/DAO governance problem. Management is always subject to corruption. See, e.g., SBF. The ecosystem needs a solution for this problem ASAP.

For instance, how does the DAO audit itself under the current OA? The answer is it does not. Nor does the proposed rewrite. That is a huge problem for those of you who wish to stay out of court. We must have built-in Audit protocols.

At ETH Denver, I will argue that we must create audit via tripartite govt (or something similar), like almost every level of govt, and org, in America. The audit of the permissions and spend must be run by other paid citizens, who have the correct incentives. We need a judiciary. A legislative branch. And a unitary executive. A nimble giant. A DAO. A Network State.

My proposed system will get us there. A method for elections via sprint of work by members that have an inventive to participate at varying levels. To elect full time positions that create value, and to adjudicate and rewrite rules based the issues that we inevitably cannot predict.

The Executive and Judiciary should be year round roles, funded by the legislature (which is mission driven). The Legislative should meet once a year, and as needed in special sessions (perhaps quarterly, to ratify and fund new CIPs).

This is just the start!

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I definitely support an IRL meet up, and I agree with @Fugyeah that we need to be equitable and reasonable when it comes to the discretionary funding. I caution being slightly over-ambitious in the intention to “fix DAO governance,” though. We are trying to just finish up the OA and discuss the mission. CityDAO is at v2 and we want to take it to v3.

Saying “life is complex” or we need a “nimble giant” is prosaic, but not concrete. A system like the US gov’t sounds interesting though I’m not sure what we’d do with a legislative or judicial branch. Interesting though. It would be great to meet and discuss. I look forward to it. Maybe we could aim to move the needle, to dent reality, as @alexthims aptly put it.

Agreed re IRL and reasonable standards for discretionary funding.

I caution against too much caution against ambition in times of crisis.

What I have proposed is concrete. And the opposite of prosaic? (Perhaps you have a different definition that google?)

We need a CEO. Who executes on policy.

A small body to write policy with participation and input from all members. A Legislature.

A smaller body to oversee disagreements between the citizens; between citizens and legislature, or executive; or between executive and legislature. A judiciary.

In Co-Ops and Corps, This is a CEO, a Board of Directors, and HR/Stockholder Relations/Media. Obviously, the HR/SHR/Media function is misguided and often does not really represent the interests of the employees or stockholders. So, the SEC was created to protect the shareholders. And unions with dispute resolution mechanisms to protect the employees. And then laws against unions. And minimum wages. And human rights boards.

Here, all employees are also member citizens. And we aim to build a Network State. We should just internalize the dispute resolution system. If not obvious, specifically because we are well very positioned to create that system on-chain, and sell it to other organizations.

Are you in agreement that we should meet before ETH Denver, virtually and IRL, to debate further, synchronously?

I assume you are asking @Da3vid, but I for one would be in strong agreement with this as an appropriate and reasonably accomplishable measure. Ideally with the amount of expected turnout at ETHDenver, it could be around that time, but we should get on the ball if so - in order to give proper announcements and notice and to start the process of figuring out how travel / money related considerations would be handled. In any event, strong support from me on this!

The core event at ETHDenver is March 2 - 5. The Build Week is April 24 - March 1. I’m a strong believer in IRL meet ups and would love to meet. If we’re really going to have a meeting, I hope we can firm up the dates soon!

Totally happy to do that if would help you to support the event.

The primary goal is to make it easy for people to come to an in-person event. Hence the budget to cover travel costs and food for those people while they are there.

I agree these documents are cumbersome. I also think they are unnecessary for a DAO. I (and presumably no one) wants to read documents like that, and people do not consult them before acting. Decentralized Autonomous Organization governance would ideally be autonomous. I don’t think “disparity of opinion” belongs in a problem statement. I think that is a beautiful thing.

This problem assumes the solution of a “full time leader,” which I wholeheartedly disagree with. This problem could be stated as “CIP practices are inconsistent,” and I do agree that is a problem.

I do not think something being aspirational is a problem, and again talking about a Mission Guild and Court system presuppose is a solution. What problems were these things supposed to solve? I don’t think we need a dispute resolution process. What did you mean by that? Can you give an example of when a dispute resolution process would have been of value?

I gree with this!! And beyond a mission, I want a vision for us. Something that inspires - makes people feel like they want to be part of the CityDAO community.

I agree this is a problem as well and clearly stated!

Yes to simplifying, but don’t think there would be any value in restating governance. Let’s implement governance. Let’s create that process for generating and passing proposals and make it automatic!

Again “full time” is not a problem. Full time workers are a solution - and not a good one (in my opinion). Can you provide examples of operations and communications that have been hampered by not having full time workers?

In my opinion, the convention process is too complex and the cost is too much.

This one made me laugh (respectfully). This is not a DAO… this is the United States!

Strongly disagree. CEO = Chief Executive Officer = antithesis of DAO

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I love that you are probing the problem statement! It definitely could use some tightening. I will push back as follows: There is not much about about a DAO that is autonomous, yet. Wallet audits could become more autonomous. Dispute resolution could become more autonomous (see., e.g., ChatGPT solving increasingly complex questions). And yearly meetings!

Those that sign off that we are not violating state or federal law will read, understand and educate citizens on the documents (hopefully with fun videos to make this process more autonomous.) Like it or not, some documentation and protocols are necessary.

I agree that “disparity of opinion” should not, alone, be a problem statement. Here, we mean the the disparity of opinion may be in the core team…which can be a problem if the opinion is on mission…

We may have to agree to disagree here. It is a fundamental issue, however, so I do not want to close the discussion. Every organization, event, land purchase, rules implementation and line of code requires leadership. For consistency, some of that leadership should be lasting, and overlap with future leaders. We have a part time problem. If you are not aware, I encourage you to read the last year of the Discord. The advantage of DAO’s is the ability to audit leadership.

I think they were trying to solve the full time problem. Perhaps @Da3vid can say. Re DR - as an attorney, I disagree, with all of my heart. We need an internal dispute resolution process. The DAO has pissed off several past leaders, to the point that said disaffected members have left in a huff, threatening lawsuits.

Agree. Vision and Mission.

love this!

Restating is a technical legal term of art. Agree we need to work on integrating. My proposed voting mechanism aims to do just that!

Okay. The part-time problem. If everyone is part-time rowing a boat, it is a lot of wasted effort. We need to be able to coordinate effort better, and the easiest way is for a few people to sync their clocks, make a plan, and execute over a 52 week period.

Lack of full time here means lack of direction. And implementation of mission.

How much do you think good governance should cost? Please see below post re “sticker-shock.” ROI is infinite.

Have you read the Network State? We are building something that aims to gain recognition by the United States. They are more likely to recognize (and not destroy…) something that runs like its other political and corporate subdivisions…just better.

I disagree with your disagreement - I am unaware of any successful organization that lacks temporal leaders.

A CEO is not the antithesis of DAO! At least not how I conceive of CEO! I am not talking Wharton MBA here. I a talking DAO Leaders and their Authorized Agents.

A DAO can reinvent member voting (speed/method) and oversight/audit (again, speed/method) to elect leaders and make big decisions, but still needs strong leadership when the membership needs to be doing other things (their day-jobs). For example, power must be at least temporarily vested in a single hand to sign a document that will bind the membership towards some new horizon.

Finally, can you please tell me why you removed your text asking where you can find the OA?