Establishment of Lido Labs BORG Foundation as a Lido-DAO-Adjacent Foundation

Acknowledgement

Thank you, @kadmil and contributors who worked on this, for bringing this great idea to the community’s attention. It is evident a lot of work was put into these BORGs, and we’re excited to see them in action.

Introduction

The past precedent set by the passing of Lido Alliance BORG serves as a foundation for evaluating the new Lido Labs and Ecosystem BORGS. By comparing both new BORGS to the Lido Alliance BORG, we can focus on material additions or absences to the new BORGS bylaws. To the Lido community, these additions, alterations, and removals are what is being proposed.

After thorough analysis of both the Lido Labs BORG and Lido Ecosystem BORG, we’ve found that the bylaws are otherwise identical in structure and wording; but each instance of “Labs” in the Lido Labs Borg version is replaced with “Ecosystem” in the Lido Ecosystem Borg version. The few exceptions to the former observation are noted in the “Dissimilar sections to <new borg name> relative to <other new borg name> & Lido Alliance BORG” section.

The following document will use <new borg name> to represent both the Lido Labs and/or Ecosystem BORGs.

P.S. we’ll be posting this on both the Ecosystem & Labs BORG forum proposal to increase visibility. The body limit on this post is too long, so it will be split into two parts.

Our Thoughts On The Addition Of The Ecosystem & Labs BORG.

In line with our previous thoughts on Lido Alliance BORG, we believe these two additional BORGs are required to further indemnify corporate partners and community contributors who have diverse needs and responsibilities. We found that the reasoning for adding these two BORGs rhymes with the past rationale. In 2022, the Lido Contributors Group (LCG) and Resourcing & Compensation Committee (RCC) were created. RCC was created to indemnify contributors and progressively decentralize Lido DAO, whereas LCG was formed to address critical business continuity risks, such as talent retention, tooling, and infrastructure support, that RCC alone could not fully mitigate (Source 1, 2).

Just as LCG moved beyond a single committee to establish compartmentalized, redundant structures that enhanced organizational stability and reduced project disruption, so too are the Ecosystem & Labs BORGs.

Questions

  1. In general and shortly, what are the reasons for each of the changes of A through R below?

Dissimilar sections to <new borg name> relative to <other new borg name> & Lido Alliance BORG

Ecosystem BORG mandate BYLAWS / Schedule 1.2.1 / Certain Purposes [(Source)](https://research.lido.fi/t/establishment-of-lido-labs-borg-foundation-as-a-lido-dao-adjacent-foundation/9344)
  • To ensure that stETH is the most used token in the Ethereum ecosystem, by pursuing the following activities:
  1. developing and managing relationships with institutions, projects and DAOs that wish to participate in the Lido ecosystem, which may include rewards share programs (e.g., by staking using Lido protocol directly or allowing for others to do so, including any facilitation of their users),
  2. promoting the expansion and the use of (w)stETH across blockchains and other projects,
  3. streamline the process for expanding (w)stETH to new networks,
  4. educating the Ethereum community on Lido protocol,
  5. provisioning and distributing appropriate incentives towards high impact projects to (i) strategically boost liquidity in crucial stETH applications, and (ii) identify and aid potential applications that can enrich the stETH ecosystem, and
  6. other ancillary and related services to the foregoing.
  • To develop and incentivise the growth of the Lido protocol, decentralised network and ecosystem.
  • To do all such things as in the opinion of the Directors are or may be ancillary, incidental or conducive to the above.
Labs BORG mandate

BYLAWS / Schedule 1.2.1 / Certain Purposes (Source)

  • To research, develop, deploy and help to maintain the Lido protocol, canonical Lido smart contracts and related Lido applications and infrastructure (as applicable, with the relevant Community Module Approval).
  • To organize and participate in events, webinars, AMAs, workshops, and other initiatives to foster community collaboration, knowledge sharing, and awareness of the Lido protocol & ecosystem.
  • To develop and maintain a Node Operator Portal, to create and maintain technical and operational documentation, knowledge base articles, guides, and tutorials for those interested in participating as Node Operators (NO) in the Lido protocol.
  • To help develop proposals for, and support, mechanisms and processes through which the NO community utilizing the Lido protocol is organized and managed, (including supporting NO onboarding/offboarding processes, potentially via subgovernance groups or Multisigs that have Community Module Approval).
  • To develop and support Lido DAO’s governance processes and ecosystem (e.g. Snapshot/Aragon voting processes, Easy Track, Dual Governance - as applicable subject to Community Module Approval for any protocol changes).
  • To identify opportunities for collaboration with other Ethereum staking projects and fostering new cross-protocol initiatives within the Ethereum staking community, including any technical integrations.
  • To identify opportunities for grants related to staking or the wider Ethereum ecosystem and facilitating the process for such initiatives (e.g. via the Lido Ecosystem Grants Organisation).
  • To develop and incentivise the growth of the Lido protocol, decentralised network and ecosystem.
  • To do all such things as in the opinion of the Directors are or may be ancillary, incidental or conducive to the above.

Added/Altered sections to <new borg name> relative to Lido Alliance BORG

A. BORG Personnel / Eligibility to Serve

Lido Alliance: “2.1.6.2. be deemed acceptable for such role by Community Module Approval, the aim of which is to make sure the candidate’s values and mission are aligned with the Community; and ”

<new borg name>: “2.1.4.2 unless it already acts as a multisig member of the relevant <new borg name> Multisig at the time of the BORG’s formation or at the time of the integration of the relevant <new borg name> Multisig within the BORG, be deemed acceptable for such role by Community Module Approval, the aim of which is to make sure the candidates’ values and mission are aligned with the Community; and

B. Directors / Purpose and Powers of Directors

Lido Alliance: “2.2.2. Minimum Number of Directors. The number of Directors shall be two and may be changed by approval of both the Board and Community Module Approval.”

<new borg name>: “2.2.2. Minimum Number. The minimum number of Directors shall be one and may be changed by approval of both the Board and Community Module Approval.”

C. \ Multisig Members / Purpose and Powers of \ Multisig Members

Lido Alliance: “2.4.1.3. The Alliance Multisig Members shall be of two types: (a) Alliance Multisig Members who are also Directors (“Director Alliance Multisig Members”); and (b) Alliance Multisig Members who are Guardians (“Guardian Alliance Multisig Members”)”

<new borg name>: “

  • 2.4.1.3. Each <new borg name> Multisig Member shall be appointed by the Board. The preceding <new borg name> Multisig Members shall take all action necessary or desirable to cause such person to be added as a Multisig Member of the <new borg name> Multisig.

  • 2.4.1.4. Notwithstanding clause 2.4.1.3, if a person already acts as a multisig member of the relevant <new borg name> Multisig at the time of the BORG’s formation or integration of the relevant <new borg name> Multisig within the BORG, he/she shall be deemed automatically appointed as an <new borg name> Multisig Member.

D. Emergency Supervisors / Purposes and Powers

Lido Alliance: “2.6.1.1. …and shall solely act in furtherance of the Purposes in accordance with the Principles.”

<new borg name>: “2.6.1.1. …and shall solely act in furtherance of the Purposes in accordance with the Principles. The Emergency Supervisor may also demand information from the Board, the BORG or BORG Personnel in accordance with the Governance Agreements, with reasonable notice, at any time, and also demand that such information be presented to the Emergency Supervisor in the form of periodic reports.”

E. Directors / Purpose and Powers of Directors

Lido Alliance: “2.2.1.1. The purpose of Directors shall be to serve on the Board. Directors shall not have any individual power or authority in their capacity as Directors.”

<new borg name>: “2.2.1.1. The purpose of Directors shall be to serve on the Board.”

F. BODIES / Acting as a Body

Lido Alliance: “3.1.3. The Board shall act as a body of the BORG, and the Directors shall not have individual power or authority to act on behalf of the Board in their capacities as such.”

<new borg name>: “3.1.3. The Board as a whole shall act on behalf of the BORG, and the Directors shall not have individual power or authority to act on behalf of the Board in their capacities as such unless determined otherwise by way of resolution of the Board.”

G. \ Multisigs

Lido Alliance: None

<new borg name>: “3.4 The Board may delegate signing authority on specific matters or subjects to designated BORG Personnel as it deems appropriate. Such delegation shall be made by a resolution of the Board specifying the scope, duration, and limits of the delegated authority. The Board shall retain the right to review, modify, or revoke any delegated signing powers at its discretion and in accordance with applicable law.”

H. NATURE OF BORG ACTIVITIES; NO GENERAL DUTIES TO COMMUNITY

Lido Alliance: “4.1 …other than duties owed by BORG Personnel to the BORG.”

<new borg name>: “4.1…other than duties owed by BORG Personnel to the BORG. For the avoidance of doubt, BORG Personnel may receive remuneration for their roles and contributions to the BORG as service providers, employees, independent contractors, agents, and/or other representatives of the BORG on commercially reasonable terms, as determined by the Board or any Officer duly authorized to do such hiring or engagement.”

I. RELATIONSHIP BETWEEN THE BORG AND THE COMMUNITY TOKEN HOLDERS

Lido Alliance: None

<new borg name>: “

  1. The Community Token Holders have governance authority over the BORG, which seeks to pursue the Purposes in connection with contractual and legal processes, including regulatory compliance and those other matters set forth in these Bylaws and the M&A.

  2. The Community Token Holders have the authority to make certain decisions in relation to the BORG as set forth in these Bylaws and the M&A. The BORG retains certain other decision-makers with responsibilities dictated by Cayman Islands Law. Notwithstanding any provision to the contrary in these Bylaws, to the extent there is ever a conflict between the decisions of the BORG the Community Token Holders, the decisions of the Community Token Holders will prevail, unless a different outcome is required under Cayman Islands Law.

  3. The Community Token Holders should ensure that the BORG has sufficient authority and resources, including funding, to execute upon the BORG’s mandate, meet the BORG’s obligations under applicable law, and satisfy the BORG’s contractual obligations entered into in accordance with the M&A or these Bylaws.

  4. The BORG has engaged with certain third parties to provide services as the Director and Supervisor, as required by Cayman Islands Law. In accordance with the terms of the M&A and these Bylaws, and subject to Cayman Islands Law, the Director and Supervisor are required to act at the direction of the Community Token Holders in respect of certain matters.

  5. Notwithstanding any provision to the contrary in these Bylaws, the Directors shall observe, implement, carry out, act upon, and execute any and all decisions of the Community Token Holders passed in accordance with these Bylaws and the M&A, provided that any Director may veto a proposal or place any limitations on its observation and implementation as a Director in its discretion deemed necessary or appropriate to ensure compliance with:

  6. any fiduciary duties to the BORG;

  7. statutory requirements of Cayman Islands Laws or the laws or regulations of any jurisdiction;

  8. the M&A;

  9. to prevent any harm (including reputational harm) to the BORG; and/or

  10. where applicable and necessary, for entering into or complying with any agreements or arrangements on behalf of the BORG.

  11. The Directors are authorised to take any actions reasonably necessary on behalf of the BORG to give effect to a vote of the Community Token Holders including passing any director resolutions to memorialise such vote.

  12. To the extent there is ever a conflict between the provisions of these Bylaws and the M&A, the M&A will prevail.”