I don’t think they will. I’ve tried.
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Imagine being told to “read between the lines of verbal statements unofficially made on an unofficial platform” and “too tough to ship a Word doc” when asking what’s actually being done by someone you pay a huge sum to do a very narrowly-defined role based on qualifications no more strenuous than getting a majority of votes from people who aren’t definitively told what’s being done in that role.
And why do I expect someone representing the SEC would get a very different, much more direct response? Why not token holders? Why is there even a need to ask??
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Hi ApeCoin DAO Community,
@Moonlyght has responded to the Clarification questions and they remain in Administrative Review.
Follow this Topic as further updates will be posted here in the comments.
Kind Regards,
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Constructively I would disagree with your statement that their sole job is assessing AIPs so that they comply with law. Firstly, the apecoin.com website lists the role of the board, Administrative (not legal) review of AIPs is one function, another is oversight of the Foundation Administrators and most importantly:
serve the vision of the community
That vision is not explicitly articulated on the website but the elements are there and include: APE is a token made to support what’s next, controlled and built on by the community, and the goal of the APE Foundation is to steward the growth and development of the APE ecosystem in a fair and inclusive way.
So if it were just legal review, the SC would be lawyers, I think it is safe to say we are looking for more than that, a combination of vision, knowledge, execution management/oversight, community understanding and valuable networks are required.
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I am going to write a synopsis of where we are, what I think, and why I believe that this incident has exposed serious flaws and mandate failures in the DAO. In comparison, only the voting system for which I intend to submit an AIP , trumps this.
For reference, please refer to my previous comment which has relevant links.
2022
2023 (legacy salaries are the same)
These are my opinions. I gain nothing by expressing them. In fact, I believe that I have a lot to lose because nobody likes that one guy who gets to kick over the apple cart, regardless of how they proclaim to be fair, open and transparent. In most communities some people would rather read and be on the sidelines than opine and engage in contentious subjects. It doesn’t mean that they’re not reading and making their own judgements.
On Jun 11, an OG member of the DAO, decided to create this AIP because the author felt that the salaries, setup by the legacy DAO, were too high. Arguably, when personalities - both public figures - like Alexis and Yat were in the SC, it’s easy to justify those salaries because that’s how having big and notable names in a board, works. Then the new elections came around and only two members of the SC were changed - retaining the legacy pay of $20,833 per month. And only the Ape Foundation know who they are due to KYC as per their contracts.
Somehow, despite the fact that it’s been this way for a year, these salaries caused a stir that spilled over into social media and press, promoting public comments from even Yat himself.
To be clear - and this bears repeating here for completeness - I did not support this AIP because it failed to highlight a plausible reason for having the salaries cut. Saying “it’s too high” is subjective and insufficient; especially since the SC was voted in with these same salaries. However, the author and others have since expressed concern about what the SC actually does in order to command these salaries. See @badteeth AIP–282.
Moving along…
The gist of this incident controversy is that the AIP has been seemingly stuck in SC admin review for quite some time; even as other AIPs came - including financial and more legally complex one such as AIP-279 which asked for and received $300K - and went up for vote.
The optics of this has been such that, with no word from the SC to neither the author nor the community, the speculation has been that the SC couldn’t very well approve a vote of an AIP that seeks to cut their salary by 50%.
In the past 48 hrs, a lot more info has come to light about what has transpired, as well as what has been communicated to the author.
The Ape Foundation, by way of Gerry and BoredApeG, explained to me in Discord, what actually transpired, how their hands were tied etc. For transparency, I created images of the exchange which I posted in a prior post above.
While I am finding it hard to understand how such a simple AIP like this could be stuck in limbo, even if queued AIPs are processed in parallel (as opposed to FIFO) so as not to hold up the queue, I am left wondering whether or not this AIP would have ever made it out of admin review were it not for the resilience and persistence of the author, as well as the ongoing controversy. Setting aside all the conspiracy theories here in the thread.
To be perfectly honest, I was simply having a hearty laugh this whole time - until I started looking at it closely with the author, doing the research etc. If you guys are familiar with my personality, you would know that I routinely inject humor whenever I can. I am a lifelong OG gamer. We lol at everything.
Anyway, as things go, just like that, yesterday the AIP was taken out of admin review and sent back to the author - with a reason. That being, this AIP would put the foundation in breach of preexisting SC contracts.
I get it. It makes sense. And they are correct.
But here’s the thing:
Why did it take this long for the SC to notify the author, and to take this action? They had to have known - for over a month, and amid controversy, that this would be a legal issue. This couldn’t have been some recently discovered revelation.
Then they asked the author to modify it take into account the next SC group - next year.
That being the case, and setting that aside, the instruction to the author that the AIP should be modified to focus on new term contracts, is what I believe to be a gross violation of the DAO mandate as in AIP-1 which states:
Further - and pay attention here - there’s this:
“A Board member may be removed and replaced prior to the term pursuant to a majority vote of token holders.”
Herein lies the rub.
if a board member, for example, an SC member who is on contract to the DAO, can be up for a vote for removal - at any time and for whatever reason and regardless of their contract - why then can’t the DAO similarly vote to reduce their salaries within the same term?
Are we now in a situation whereby an SC member can :
- flagrantly violate the rules of the DAO
- be accused or or even found guilty of a crime in real life
…and they can’t be up for a vote because that would be a violation of the DAO legal obligations as per the SC member contract?
This is a massive problem and a huge liability for the DAO. Please, do not - even for a moment - regard this as hyperbole or scaremongering. This is real.
I believe that the solution to this problem is to send the AIP up for vote - as was originally written by the author - and let the community decide as per the DAO mandate, and as the founders intended it. Then, if it passes, then it’s up to the legal team - that we’re paying $75K a month - to navigate the legal and contractual issues presented. My guess is that, unless the legal team gave contracts to the SC and which cannot be modified or terminated - in blatant violation of the DAO mandate - there should be no problem in modifying those contracts to remain compliant with the DAO.
The other issue is that the contracts of anyone employed by the DAO must be made available to every member upon request. As I type this, the AIP author is still waiting for a response to the request for the SC contracts which they claim this AIP would violate. Again, “Trust, but verify”.
To wit, AIP-1 states:
"In keeping with the core APE Foundation value of transparency, all ideas and commentary in Discourse, proposals, votes cast, and voting outcomes will be publically available to view."
Now is the time to prove it via this test.
Then there’s this related issue:
Note that the lack of clarity as to what the SC actually does for $250K per year each, boils down to the Experience and Expectations of Applicants section of AIP-137 above. You should read it to better understand why something like AIP-282 is even needed, when in fact the SC could simply put up a page with the requested info.
Why is an AIP needed for the community to get answers as to what the SC does for $1,250,000 per year in DAO expenses? Why!?
My conclusion is that the SC of the Ape Foundation has either knowingly or unknowingly placed itself outside the realms of DAO governance. It is a gross negligence and violation that needs to be immediately corrected in the name of transparency and for the benefit of the DAO.
That is all.
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Point 2 in this tweet is so good. I don’t know about legalities, contract etc but changing contract terms like salaries during the contract term seems bad faith to me.
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No, that’s wrong. The DAO mandate clearly states that an SC member can be voted on for replacement. That basically means they can also be voted on for their salary. In this case, all of them.
The issue isn’t about the salary because that’s not relevant - as I explained above. It’s about the SC putting themselves outside the DAO mandate by using a reason that’s in direct violation of the DAO mandate.
if the DAO didn’t want the situation presented above to occur, they wouldn’t have written the rules the way they did. And any change to AIP-1 would need to be voted on by the DAO.
ps. If the SC doesn’t send this to vote, the remedy is to create 5 AIPs on a vote to fire ALL of them for negligence and violation of the DAO mandate. Then the DAO community can decide, while setting up new salaries in those same AIP.
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Always in my personal capacity…
Imagine providing additional context requested and in a private message only to be screenshotted and shared publicly. Objectively, so incredibly disappointing to see and quite unprofessional. See @SmartAPE our conversation in discord yesterday re: communication concerns validated to perfection in real time. And some wonder why there isn’t deeper communication when even a simple courteous conversation with an AIP’s author while in process can’t even be had?
Why send a DM asking for a courteous reply when there’s no real discussion to be had and it’s simply going to be screenshotted publicly? Certainly disappointing to see if fact finding is the intention. Alas, @Moonlyght has given the perfect example to be referenced going forward for what could reasonably be expected for communication requests. Truly an unfortunate reality going forward for the community, indefinitely.
Last, @br00no I can expect from people inexperienced in the community to have misconceptions - people don’t know what they don’t know. However, if anyone around here is also supposed to have experience in certain sensitive and specific subject matters around this role, it’s apparently supposed to be you. Therefore, your continued incendiary commentary certainly gives me pause about your intentions.
In any case, this is the last I am commenting about all this until the AIP is in an appropriate stage to be further discussed, which as has already been shared, I am very much looking forward to doing so very publicly.
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That’s what transparency is about. There’s no reasonable expectation of privacy or confidentiality when it’s an issue that involves the DAO - and a public AIP. The DAO specifically makes this clear in AIP-1.
You WORK for each and every member of this DAO. You agreed to take on that responsibility for $20, 833 per month in DAO funds. We are here discussing accountability and DAO rules. The pay issue is immaterial to this discussion.
This is rather unfortunate.
Why should there be ANYTHING that the DAO proper doesn’t know? How is that being transparent? A position like yours - and indeed the SC - requires an exceptional amount of candor because that’s what builds trust.
What we have here is yet another classic example of why crypto communities keep getting a bad rap. Here we have a DAO doling out millions of Dollars a year to the “folks at the top” with little to no accountability for how they serve the DAO, let alone their ability to uphold the rules of the DAO. Then, what would have been a simple procedural vote ends up in all this drama that only casts the DAO in a poor light.
If the SC isn’t going to adhere to the rules of the DAO, there are only two remedies:
- you all resign from the SC and let the DAO clean up the rules and elect a new SC
- we write up 5 new AIPs designed to fire the entire SC, and let the DAO vote in new leaders who will uphold the mandate of the DAO
There’s no other way. Put up AIP-277 and let the chips fall where they lay or the consequences to the DAO will be irreparable.
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Hi Moonlyght,
nice you try to give that discussion and possible change a Voice, happy to support on Spaces if it goes into AIP Phase and Voting 
James
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I did crop out your name, so you choosing to come out it’s your decision and I respect that. Also isn’t the DAO based on transparency? I would never be ashamed if any of my conversations would be used to add context to a problem that needs solving.
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Hey James. Glad to hear your thoughts and to have your support!
Moonlyght
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Imagine being a SC member of a DAO and shunning someone for being transparent with the community about progress of an AIP. And then having the cheek to talk about a lack of professionalism. Incredible
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Especially since you work for the DAO - which means the whole community.
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Not so. The contract could have a clause for unilateral termination upon such a vote but not for unilateral salary changes. Without transparency on the contracts, we don’t know.
SC didn’t have to recuse. Ethical choice would be to put it up for vote. Recusal is convenient.
Any contract can be amended if parties agree. Happens all the time. If the vote is for a salary change and it can’t be legally done - meaning no clauses allow it, the jurisdiction‘s labor law doesn’t allow it, or the parties don’t mutually agree - then it can’t be done, obviously. But there’s no reason to prevent a vote asking it be done.
I am not advocating for changing existing contracts, FWIW. I am also not into justifying salaries based on who “might” be attracted to a role, or what someone(s) might be doing extra that isn’t actually part of the job description. Maybe that extra is worth it, and if so maybe it’s worth making it officially part of the role. With no transparency or oversight, again we don’t know.
We only know it seems beyond ridiculous to even have to ask, much less via lengthy formal processes.
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I totally agree with you that private messages should be private, and FWIW I don’t believe the redaction makes publicizing a private message OK.
However unfortunately yes there’s a lot DAO members don’t know. A lot being done non-publicly that should be transparent. Most of which shouldn’t have to be asked for. Financial audits, and details of what highly-paid employees do, for starters. Of course with no auditor that’s difficult. Have you seen audits of Webslinger’s operations pertaining to ApeCoin Foundation - SC is supposed to oversee them, right?
Especially employees who weren’t hired by normal processes of demonstrating experience in a role, qualifications or competencies, or even being truly vetted or subject to criminal b/g checks, but rather installed by popularity contest elections, should not be in doubt as to what they’re doing or even supposed to be doing and how much time it takes. Maybe SC is adding a ton of value and isn’t being paid enough. How would DAO members begin to assess?
Luckily we’ve had competent sincere people in place, IMO. So far. But with easily-gamed election processes and colossal amount$ on tap that luck will run out.
There’s absolutely nothing - nothing - at all - sensitive about details of what employees generally do day-to-day or week-to-week and openly discussing whether that correlates with the roles as officially described or as people understand them. Hiding behind NDAs or the Cartan changeover is totally disingenuous.
Even the smallest public companies on the smallest exchanges, with market caps not 1% of this DAO’s treasury and entire BoD fully vetted and qualified and under constant regulatory supervision, yet not getting paid in aggregate what one SC member makes, plus with zero legal indemnification or significant expense budget like the SC enjoys, have to constantly file progress reports and accounting and audits and MD&A reports and disclose their shareholder lists and address any ethical concerns raised and have their votes overseen by an audit firm, and have their shares held in escrow for up to 3 years prior to sale and file a public report every time they sell a share, etc. etc. etc., all of which is available to all shareholders and non-shareholders 24-7 without anyone having to ask, I’m sure you know.
Why should a billion-dollar DAO’s token holders, paying $75k/mo in admin fees alone, be OK with none of that?
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Please list me some public companies with a 7m USD market cap? What exchange and companies are you referring to?
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Look up companies on the OTC or any nation’s junior venture exchanges.
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That’s not what I am suggesting. And I already spoke to two attorneys about this as part of my research in helping the author navigate it since they’re not familiar with the US system.
The voting system has nothing to do with the contracts. They are completely separate.
AIP-1 clearly states that a board (in this case, SC) member can be replaced at any time via a vote. They are already on contract. Which clearly means that the contract can be terminated. There is always a termination (with or without cause) in contracts; as well as amendment procedures.
So, if a board member can be replaced via a vote - assuming the vote passes, then the legal dept would THEN have to terminate the contract as per it’s termination clause within. This is why the author has requested the contracts so that they can see what the termination clause looks like, and to have a better understanding of what the process would look like if the vote passes.
Similarly, a salary change won’t happen without a vote. And it’s only valid if the vote passes.
The issue here is that the SC is refusing to even send it up for vote. And that’s wrong. So, if they’re saying they’re not going to do it because of this flimsy excuse, then the only remedy is to stick to the clarity of AIP-1 by writing up AIPs to vote all of them out of office so we can start over. Then the DAO can decide whether or not they stay or are replaced. By not sending it up to vote, the SC is basically putting themselves out of the DAO governance - for an entire term.
I am going to say this as clearly as I can: The Ape Foundation is setting itself up to get investigated or even sued. And that’s just going to open up being a massive can of worms - especially given that this is a crypto venture. Why take that risk, when all they have to do is put up the AIP for a vote and let the DAO decide? It makes no sense to me.
A lot of people here in the community simply don’t understand how bad this is; because that’s just crypto where most think they know what they’re talking about - even if they don’t. Now, all this controversy, comments of self-dealing, gaming the system, exhorbitantly high salaries that’s not commensurate with the job and/or tasks etc. are floating around for a reason. People are watching this closely - especially since it’s closely tied to Yuga’s IP.
Yes indeed. And that’s a massive Red flag to myself the people working on either hiring an attorney and composing detailed AIPs to fire all of them - if it passes.
For the record: At this point, I don’t personally believe that anything nefarious is going on. I have said this over and over - in writing. I just believe that they’ve handled this with abject incompetence and/or taking bad advice - if in fact the Websliger attorneys (who I plan to speak to this week) told them they could do this. I have no reason to believe that legal would ever tell them they can just recuse from this and everything will be OK. I just don’t see it. And if they did, that’s terrible legal advice, and so, I will call on Webslinger legal to publicly state to the DAO (who is paying them) why they made that decision. At which point, if it’s evident that they gave bad advice to the DAO, there’s likely to be an AIP to replace them too. It’s why this week, as a member of the DAO, once I have spoken with the Webslinger legal, I am going to have my attorney take a closer look because my legal knowledge can only go so far and I don’t want to treat anyone unfairly.
Correct. And that’s the whole crux of the matter.
For one thing, I have no reason to believe that the SC is on an employment contract. So, those laws won’t apply here. They are probably 1099-MISC work-for-hire conractors. And those always have a termination clause as well as an amendment clause. I just can’t imagine that Webslingers drew up a contractor agreement without those two clauses.
And of course we’re assuming - without any supporting evidence - that legal conracts actually exist. That’s why we’re requesting them just to make sure and to see if there are in fact such clauses.
Putting this up for a vote has no effect on the legal obligations. That only comes after the vote - and if it passes.
Neither am I. I believe that I’ve been quite clear on this. Regardless, that’s up to the DAO to vote on such things.
Indeed.
It actually is quite ridiculous. And that’s the thread that keeps being pulled on, thus revealing more and more issues.
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