We need to talk about undisclosed financial interests

Hey Griff, thank you for the video. I would love to have a call but my calendar usually doesn’t allow additional meetings so asynchronous communication works better, but hopefully we will have the opportunity to meet IRL at ETH CC! I hope I’m not coming across as attacking you directly, that’s definitely not my intention. I feel VERY strongly about everyone operating in a fair way so that the grants program is providing equal opportunities for anyone that applies. One of my favorite things about the space is that it’s inherently open and everyone has access to the same opportunities. It’s very important to me to preserve this aspect of the space.

I don’t really understand the details of all of the agreements you have with these different projects, but overall, it looks like you’re helping multiple projects you’ve founded through the grants process and participating in aspects the governance process of various projects you’ve founded/are advising/have some kind of relationship with. I understand that you have good intentions, and feel very strongly about about what you’re building, but every founder feels the exact same way. No project should be viewed as more important than any other project, simply because it’s considered a public good. There are TONS of people building what they think is the most important thing, and they should all have the same opportunities as everyone else. Having one of the biggest delegates publicly support a project and help them move forward in the governance process is definitely a unfair advantage imo.

Like I said, this really isn’t an attack on you as a person, but behavior that looks like it’s giving multiple projects an unfair advantage in a space that is trying to overcome these types of traditional behaviors and do better.

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Thank you @katie and @Gonna.eth for the very reasonable comments.

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hi griff- yes, after the 1 year lock-up is over, the OP can be split among the Alliance members listed in the proposal (ideally the split would be outlined in the proposal, but wasn’t specified in advance as a requirement.) however, there is a stipulation in the Code of Conduct that grants must be used as outlined in the proposal; any deviation from what was disclosed in the proposal could be considered grant misusage.

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But thats the problem have here, because the ToCs state that

  • It’s ok if you provide financial aid to a project, they accomplish the critical milestones And after 1yr lock, you get some OP from that project.

Is specifically not allowed for other projects. This was made clear to me and it’s just concerning to me that statement be made about
“We can abide by this I think”
And that there are currently agreements as stated by the following, with no consequence or previous disclosure.

Further
There is no loan agreement, it was something that would be sorted out when we get the grant.
VS
The agreements that are in place are salary agreements for several of the people (not all) in several of the projects, they get regular monthly salaries from the Giveth DAO or General Magic. Then, after the 1 year lock up, portions of the OP would be split up between people in the project and the orgs that pay their salaries so that the have the economic security they need to pay rent and be available to do the work.

This is an agreement for an upfront payment in exchange for OP later on, which is a loan. You just stated '‘the agreements that are in place’ and that ‘there are no agreements’. Want to make this clear I WANT this to be possible and for parties to have tools to be able to hedge volatility risk in holding these tokens for grants. My problem only comes in that it HASNT been allowed so far, and has been done, and only now coming to light after I had specifically raised for it to be noted so OTHER projects would have the same and equitable access to the same tools.

For clarity then and over transparency are you willing to disclose who the teams are that have such agreements or are looking for such agreements/loans from you? Especially

If there are already agreements as stated by
‘The agreements that are in place are salary agreements for several of the people’
Are you willing to provide these agreements to be looked at for transparency?

Further my other concern was why these disclosures and loans/fees were not disclosed at all beforehand in the allocationn amounts, as it surely would be relevant to deciding eligibility.

This isnt an attack just to be clear, but am just trying to ensure that everyone has to follow the same guidelines and that the tools that everyone has access to and equitable without external advantage, unless all are afforded the same access to the tools.

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So there seems there is some lack of clarity or confusion on the interpretation of the code of conduct.

@lavande is there currently any body in charge of interpreting the 1-year lock-up rule? Does the Foundation fill that role (I would assume it does, as it is primarily for legal protections)?

In my interpretation the following situation is okay:

  • Some organization proposes a Mission for funding
  • This organization has workers that they give a regular salary to
  • The organization keeps these workers on this salary in order for them to work on the Mission
  • The OP funding, after 1 year, is released to the organization, NOT the individual workers

I’m not sure if this is the type of agreement Griff is alluding to.

The thing is, if the situation I described is NOT okay, then essentially it is completely unfeasible for organizations to apply for funding through the Mission process. In order to not violate the lockup rule, organizations would have to take their workers off salary as they work on these Missions, which would be insane.

The other thing is, though, that essentially, @Pr0 is right. This is basically just a 0 interest loan (pay workers now with the expectation of OP later). I think the best thing to do is to figure out how to allow stuff like this for independent developers not associated with an organization.

On a side note, I think it would be EXTREMELY helpful if the foundation could lead some type of session detailing the legal risk. Because I think we’re all confused.

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Yes this would be the plan for most of my grants if it is allowed.

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Maybe my key concern here is that the grants then for organisations vs individuals favours orgs, because they can front the costs through other means and use the OP as they wish later or at unlock to fulfill obligations without specifically using the OP for collateral or in agreements, because they can exercise the OP at unlock for any needs, without needing to commit specifically to the OP, and do not need such loan agreements, whereas individual devs could not source this internally and so would be at a disadvantage.

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I’m glad this is spawning a bunch of discussion. To be honest, I’m still just developing a view on what’s okay or not okay, and at least personally this sort of back and forth is helping me shape my understanding. I agree that while we have locked up OP there ought to be some way to support devs in the interim. My gut says that this sort of support ought to come from us, but we probably should collectively find some other workarounds—the effectiveness of these grants matters.

I also think that the notion that Grants are too cumbersome to apply for is somewhat strained, as—and I’ve said this many places—a 20-minute conversation with me or other delegates (for free) gives you enough information to spend 20 more minutes filling out an application. And any sort of communication barrier is easily overcome with tools we’ve had for some time.

Frankly, nobody here is a traffic cop, and I kind of resent the characterization if it’s being directed at this inquiry in general. The fact is that this round we’re seeing grant requests for redundant missions, some for products with questionable utility, some that, after careful examination, had tried and failed to get funding in previous rounds, and several whose asks are in my view nowhere near competitive, like multiples over market rates. And there are requests asking for after-the-fact funding for initiatives ostensibly in support of RPGF, which seems to me to be at best an implicit admission of a lack in faith in that process.

If my appraisal is accurate, much of this activity doesn’t seem to advance Optimism’s near- or long-term interests, and now we’re learning—only once questions have been asked—that embedded in several of these asks are several streams of revenue going to a single entity, an economic interest that had up to now not been disclosed—and an effective allocation of OP that had never been factored into budgeting. If that’s not something worth raising questions about, I’m not sure what we’re supposed to be about here.

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the scenario outlined here is permitted, so long as the parties receiving tokens were all identified in the proposal as Alliance members and the grant is distributed as outlined in the proposal

if a portion of the grant goes to General Magic, and that was not outlined in the proposal, that could be considered grant misusage under the Code of Conduct (and could also be considered an undisclosed financial interest for any delegate benefitting from that arrangement and approving or voting on related proposals.)

the mere existence of a grants-as-a-service arrangement is not a violation of the Code of Conduct, so the relevant issue is disclosure (albeit for a specific type of arrangement that norms had not been previously established around.)

in regards to individual devs, we’re working on an RFP to establish an ecosystem fund that could support this work with upfront capital, stay tuned for more details

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The words here are my own and have nothing to do with Grants Council.

I want to highlight this. Even if you don’t assist Grants office hours, many of the council members including myself are active on Discord and have DMs open on multiple platforms.

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Just getting caught up as I’ve been away, so I don’t want to comment on too much of this yet.

In general I am very sympathetic to @Griff’s position, I don’t think anyone honestly thinks that he has acted for the purposes of personal financial enrichment or other direct benefit, he’s been building in Ethereum ecosystem pretty much since there was an Ethereum ecosystem and contributing to public goods the whole time. As he said, not everyone is business minded, and in my opinion the community is better for it, however there are aspects of the corporate world such as the importance of explicit financial interest disclosures that we can benefit from adopting. It shouldn’t be an afterthought, that can be missed, even if that was maybe a little more flexible 6 or 7 years ago. For those of you to who this comes naturally, please do remember that not everyone has been trained in this stuff, so even of it seems like common sense to you, that is not the case for everyone!

If we’re expecting a bunch of suites who were drawn in by ‘number go up’ to care about slaying Moloch, then we should learn from them when they point to some of the easy ways they know to do so.

In a way this is seems like another issue qualitatively similar to Synthetix self-delegation where different people have interpreted the rules differently, so it’s probably worth focusing on how to prevent it in the future. In @jackanorak 's original post this would mean question 5 (on disclosures) . As a temporary solution that can be implemented easily, how about we introduce a social norm of including a little boilerplate describing the strength of link between project and delegate when discussing or supporting projects. As a really simple example:


Conflict of Interest Rating: [X]*

  1. No link
  2. No financial link but community member
  3. Investment/tokenholder
  4. Paid by or delegate for
  5. Founder

(When interpreting expand each definition across past, present and future; as well as synonyms or plausible equivalents)


Readers would then be aware of potential causes of bias in the comment they are interacting with, while at the same time delegates would not have to fully disclose the precise nature of their relationships if in CIR 2 and 3. Obviously, delegates can share more information, and would probably be expected to in many circumstances, but this would be a bare minimum. If you don’t include this in a general comment thread then you risk reputational damage at the very least, on top of any CoC sanctions for specific violations. On the other hand, if you omit a disclosure in an approval (etc) then it is not counted in the required tally. Just a thought to throw into the morass

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Some good learning here. This conversation raises some important points for clarification. Perhaps we could routinely discuss, clarify and build our shared understanding of the Code of Conduct.

I’d like to better understand the process and policy here and clarify responsibility/accountability because the learning here applies as much to me as to other delegates…

I’m highlighting what I understand may be indicated or applicable here in terms of Code of Conduct Self Dealing and Accountability I am adding italics where the application is still unclear to me or appears to contradict other terms.

Presuppositions

Does this seem a fair basis for shared understanding?

  • Undoubtedly many awesome public goods projects exist in this space thanks to the #GivethGalaxy of which @Griff is a leading light. Safe to assume well-meaning intent
  • Effective sale recent policy updates do not apply retroactively AND now apply to any future OP exchange. No exchange that I am yet aware of @Grif can you clarify?.
  • Delegates have a responsibility to uphold the Code of Conduct which prescribes mandatory obligations and enforcement response, IF an issue is reported AND a breach is proven

Application of the Code of Conduct

A couple of key points seem clear, at first

  • Delegates must provide 1) written Conflict of Interest (COI) disclosure 2) ahead of voting
  • Delegates are prohibited from 1) approving and 2) voting on their own proposals
  • Funding purposes must be stated OR a new proposal submitted for approval
  • Funding recipients must execute the grant as outlined in the original proposal, seek approval for changes or return funding affected by the unapproved distribution

AND then there’s confusion about how we interpret some conflicting terms. The difference between narrow or broad interpretation has a significant impact

  • Prohibited from approving and voting on own proposals BUT 1) where do we draw the line on ‘own proposal’
  • Prohibited from approving and voting on own proposals YET 2) with some exception where approval voting specified in relation to elections? Yet approval voting is also specified and the method applied for Collective Intents
  • Where Delegates are also Badgeholders, does this clause apply to Token House or RPGF only?
  • COI does not warrant abstaining from a vote. Why? When?

Goverance Process Clarification Request

@lavande can you clarify, please

For the proposals where Griff is a party as any of

  1. a listed advisor &/or
  2. where funding was expected to exist &/or
  3. where GaaS agreement was expected to exist

1.1 Delegate Approval

1.1.1 Was Griff’s stated support material to any proposal advancing to vote?. Specifically where his vote counted as one of only four delegate approvals? Y/N
1.1.2 Who is accountable (sole or joint duty of care) for correctly identifying eligible proposals and moving them to the Agora vote?
1.1.3 With the hope that any OP holder can openly express support for ANY proposals, including our own. Is it simply the use of the explicit delegate approval format that crosses the line from support to approval, and are there mitigating factors e.g seeking clarification?
1.1.4 IF a proposal was incorrectly moved to vote, should that nullify the results of the entire vote and a new vote be established?
1.1.5 What enforcement action applies if there is this type of breach?

1.2 Delegate Voting
Can you clarify the Foundation’s intent given

1.2.1 Delegate approval and voting are ‘prohibited’ closely followed by exception (s)
1.2.2 Delegate badge holder COI is very broad, should this apply to the person or to the House?
1.2.3 Did Grif vote on proposals he was a party to? And is this an intended exclusion due to the voting format?
1.2.4 What enforcement action applies if there is this type of breach?

1.3 Grant Distribution
Given the disclosure of potential COI is not “prior to voting”

1.3.1 In this case is a new proposal a remedy to approve GaaS
1.3.2 Can a new proposal follow voting, to seek transparency and approval for GaaS.and which category of proposal would this be?
1.3.3 Does financial operational support raised here constitute “external compensation”
1.3.4 Does disclosure of these agreements prior to OP exchange meet the Foundation’s expectations/requirements for disclosure

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Thanks @lee0007, you highlight some good areas for clarification

To clarify, the effective sale policy has always been in place; but there was some confusion about it, so we recently defined it explicitly. Any effective sales that have occurred to date are a violation enforceable via the Code of Conduct. Going forward, the Foundation also has the ability to enforce the grant policies (but does not have that ability retroactively.)

Prohibited from approving and voting on own proposals YET 2) with some exception where approval voting specified in relation to elections? Yet approval voting is also specified and the method applied for Collective Intents

Although the Code of Conduct has not yet been updated to reflect this clarification, we clarified in Discord that the exception for approval voting for elections does not apply to Missions (Missions are not elections, therefore the exception does not apply. However, since this was not pre-specified, voting according to the policy outlined for elections should not be viewed as a violation of the Code of Conduct in Voting Cycle #13.)

Additional clarifications:

  • The Foundation counts delegate approvals (and verifies they are made by delegates with enough voting power) and adds proposals with the required approvals to a voting roundup 24 hours prior to the vote. That gives everyone time to correct any mistakes in including or not including a proposal. The Foundation did not count Griff’s approval in instances in which he explicitly highlighted his involvement with a proposal when providing an approval. There is no problem with a delegate expressing support for their own proposal; that is distinct from providing an explicit approval for the proposal to move to a vote.

  • As stated in Discord, delegates are prohibited from approving and voting on their own proposals, with the exception of voting in elections that utilize approval voting. Doing so is a violation of the approving delegate, not the proposer relying on their approval. I believe there are three approved proposals that were reliant on Griff’s approval to move to a vote; I do not believe they should be penalized.

  • The enforcement actions that apply for all of these violatons are to file a code of conduct violation report against the delegate that has violated the Code of Conduct.

  • Voting for one’s own proposal is a violation of the Code of Conduct, so if Griff voted for proposals in which he is listed as an Alliance member, that would be a violation. A delegate may have a COI on a proposal that is not their own; in that case, a delegate would be able to vote but should disclose the COI. Preventing a delegate from voting in all cases where a COI exists is not practical but the COI should be disclosed.

  • Disclosures need to be made prior to voting so that delegates fully understand what they are voting on. If the allocation to General Magic was not disclosed in a proposal, no portion of the grant may not be distributed to General Magic (I believe this only applies to one approved Mission.)

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Thanks for clarifying

  • What is the enforcement action? i.e First Warning?

Given that you indicate three proposals that were advanced to vote effectively with only three eligible delegate approvals. For the legitimacy of the vote at what point do process errors require a new vote?

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I believe we should respect the outcome of the vote as Griff’s approvals only determined whether a small number of proposals were moved to a vote. These proposals still had to receive enough “yes” votes to pass. I do not believe there were any proposals that were prevented from moving to a vote by just one approval (not counting Griff’s approvals, for consistency), so the proposals that did not move to a vote should not have been disadvantaged by Griff’s approval being counted in a few cases.

There were definitely a lot of learnings from this, on all sides, and it’s the first time we’ve had to work through defining conflicts of interests and how they should be handled (and there is clearly more work to do on that), but I do not think we should punish proposers for being part of the first iteration of this experiment.

Open to suggestions on how to improve/automate the approval counting/verification process in the future, in addition to additional clarifications that need to be made in the Code of Conduct.

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Why are my messages being censored on this forum?

yeah, for what it’s worth i think this whole thing falls pretty neatly into ‘no harm no foul’ territory, especially considering griff was never the marginal vote on any of these, and a whole lot of proposals didn’t even make it to this round. i think the way GaaS was constructed, though, it was a colossal tax on grant proposals and probably ought be flagged when it’s used.

without doubt the move here’s to look forward but make sure we’re continuing to spot this kinda stuff. def mindful of the call by @MinimalGravitas to strike the right balance between too little and too much oversight (tho who exactly are the suits in their vision?). the goal’s to use our capacity to get the most, best stuff done for the Collective, and this sort of investigation has to be considered in the service of that, not just as its own end, if that makes sense

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It’s not the first time COI raises queries 100℅ it won’t be the last.

I’ve had several conversations in the discord and forum around defining conflicts of interest (RFPG2) and it remains unclear, with rather different approaches.

Could you help clarify?

Humans make mistakes, we have different interpretation of policy. Given the Foundation is defining the policy here it would be helpful to me (& may be helpful to others) to understand what enforcement action /resulting penalty applies if/when

  • conflicts of interest are not disclosed
  • delegates approve and/or vote on ‘own proposals’

I understand consequences may vary, subject to situational context. So using this situation as the applied example - could you share with us please the enforcement penalty that would apply for this situation IF reported and proven.

Is the enforcement action / penalty simply a warning or something more serious?? Is it different for say approval and voting vs COI??

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The Foundation currently manages the Code of Conduct, incorporating community feedback and input. Ultimately, norms will be established through its usage by the community. Since this is a first offense, it would be processed as a warning, according to the current procedure. If the community would like to further define the specific violations that require a temporary suspension (as we have done with severe violations), that can be incorporated as feedback. If the community would like stricter definitions around conflicts of interest, I would encourage those interested to lead a community discussion around what those should be, and leave suggestions as feedback for incorporation.

Zooming out to gain perspective, the Code of Conduct is meant to be a tool the community can use to create accountability, guide transparent conversations like the one we’ve had here, and to keep community interactions healthy. That is what the community has done in this instance and it’s encouraging to see the dramatic improvement in how this issue was discussed relative to previous incidents. We will soon be working with Gravity DAO and rnDAO (via RFP #2) to further develop the community’s ability to have these types of conversations and avoid having to escalate to Code of Conduct enforcement.

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Those are very relevant informations. Not nice to have more monopolies over Defi as well! Let’s hope some competition jumps in!

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