[Discussion] Start the Foundation Org

👩‍⚖️ Governance ⚡ Proposal Drafts
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:seedling: The official discussion for the Start the Foundation Org proposal. With this post, the proposal has entered the second phase of the governance process. Please review the drafted proposal and contribute feedback by Monday, March 20th.

Proposal Champions

Abbey - @abbey | abbey#5646
Ange - @ange | ange#8727
Sally - @sllyllyd | sllyllyd (she/her)#3512

Temperature Check :point_down:

Overview

In order to clarify the role of the Radicle Foundation (also referred to as “Foundation” below) within the Radicle ecosystem, increase transparency around the Foundation’s use of funds, and communicate the intentions for the Foundation’s ongoing allocations from the Radicle Treasury, the Foundation Council is putting forward this proposal to make the Radicle Foundation an official “Organization” (also referred to as “Org” or “Foundation Org” below) within the RadicleDAO. This proposal is part of the outcome of “Workstream 1. Proposed Org Design” as laid out in The Next Phase of the RadicleDAO. It outlines the continuation of the project’s decentralization that was initiated with the [11] [Phase 0] Transition to the DAO proposal. It also initiates the first stage of Radicle’s “org shift” as described in [Org Design Update] An Evolution of Radicle’s Org(s).

By framing itself as an Org within the RadicleDAO, the Foundation will receive funding to continue fulfilling its foundation purpose: supporting projects and people developing resilient, non-extractive peer-to-peer technologies that promote Internet freedom. Because the RadicleDAO is undergoing a brand evolution and “Radicle” has evolved into two products (Radicle, the code collaboration protocol, and Drips, the funding protocol), the name “Radicle Foundation” is no longer accurate. The Foundation, therefore, will likely rename itself a name that is more compatible with its purpose. There will be communication on this topic in the near future.

Mandate

The Radicle Foundation is, among others, the RadicleDAO’s trusted real-world entity. It has been a key force in progressively decentralizing the RadicleDAO and will continue leading the RadicleDAO’s decentralization efforts in Q1 2023 in line with the Foundation’s purpose. Since September 2022 it’s been funded directly by the RadicleDAO. Now that the project’s product and engineering teams (Drips and Radicle) are forming their own Orgs, which will be funded directly by the RadicleDAO, the Foundation shall be re-positioned as an Org that provides the RadicleDAO and its Orgs (including Radicle and Drips) with operations, legal, marketing, community, and governance-related support.

Therefore, the Foundation Org will, to provide the support to the RadicleDAO ecosystem as the Foundation Org, setup three operational bodies: “Operations,” “Marketing,” and “Governance.” The Foundation will enable these bodies and their contributors, guiding their prioritization of work based on the needs of the RadicleDAO and its Orgs. While the goal is to have Operations as well as Marketing provide their support on a consultancy basis to (and paid for by) other Orgs within the RadicleDAO ecosystem, it’s unclear exactly how the new Orgs should budget for these services now. Therefore, the Foundation will provide Operation and Marketing support to Orgs in 2023 free of charge (to the extent such service is in line with the Foundation purpose), with the intention of providing clear, ongoing reporting to these Orgs to understand the amount of support being provided and clarify the kind of deliverables required, which will be used to inform future budgeting.

For at least the medium term, while the product and engineering Orgs are navigating their journey towards product-market-fit, the Foundation will act as a provider of these “support services” within the Foundation’s purpose. The Foundation will support the autonomy of these teams as they mature and develop. Once the product and engineering Orgs have better defined their needs for these “support services”, the Operations, Marketing, and Governance bodies can mature their own operations and spin out as independent, DAO-funded Orgs with the support of the Foundation.

For the long-term, the Foundation will also fulfill roles that are better suited to a legal entity, such as the maintenance of RadicleDAO’s intellectual property and initiation of RadicleDAO’s legal analysis and action.

Foundation Purpose and Background

Established in 2020, Radicle Foundation is a Swiss non-profit foundation with the purpose of supporting projects and people developing resilient, non-extractive peer-to-peer technologies that promote Internet freedom. The technologies it is currently supporting include Radicle, a peer-to-peer code collaboration stack for decentralized communities, and Drips, a social funding network for dripping funds to creators.

The Foundation was a critical vehicle for deploying capital to support the maintenance and core development of the Radicle and Drips stacks as well as other resilient, non-extractive peer-to-peer technologies. Since 2021, the Foundation Council has coordinated project-wide strategy and objectives in order to ensure the effective and impactful allocation of capital to the Radicle and Drips projects. Furthermore, a prime directive of the Foundation has been to support the development and growth of collective community infrastructure that can be employed to further decentralize the RadicleDAO project - including the social infrastructure necessary to support healthy and effective community governance. While the Foundation has been the key supporter of most core Radicle and Drips development up until this point, the intention has always been to ultimately fund all project development and governance initiatives via the Treasury of the RadicleDAO.

Transitioning the Foundation to the RadicleDAO

The Foundation was already allocated 3 million USDC from the RadicleDAO in September 2022 to fund approximately six months of Radicle and Drips development. While the Foundation has been working to put the scaffolding in place for Radicle and Drips development to be funded directly by the RadicleDAO, this funding initiative in September 2022 represented a step in progressively transitioning aspects of the projects where possible. As part of the next phase of the project’s “transition to the DAO”, the Foundation intends to operate as an Org within the RadicleDAO, while remaining an independent legal entity with its own governance structure. This will not only enable the DAO to support the ongoing work of the Foundation, but also presents an opportunity to make the budget, costs, requirements, and processes at the Foundation related to the Foundation’s work for the RadicleDAO more transparent.

Initiatives

The Foundation’s focus in 2023 can be split into three categories of initiatives:

  1. Org Support, which includes operations, legal, community, and marketing-related work that will be done in support of (and in prioritization with) Orgs within the RadicleDAO. This will also include the stewarding of decentralization efforts (i.e. help Orgs to “launch” and get setup within the RadicleDAO) in Q2 2023.

  2. RadicleDAO Support, which includes operations, legal, community, marketing, and governance-related support that strengthens the resiliency and growth of the RadicleDAO ecosystem more broadly. This includes brokering relationships with third-party “DAO service providers,” branding services for the RadicleDAO, maintaining the RadicleDAO ecosystem’s IP (including managing the RadicleDAO’s trademarks), facilitating discussions around the governance of the RadicleDAO with its stakeholders, and tracking the evolving real-world legal risks.

  3. Foundation Health, which includes the maintenance of a healthy and functioning Foundation that meets its obligations with regards to its Swiss jurisdiction and its supervisory authority (ESA).

Reporting and Documentation

The Foundation will publicly share the following on community.radworks.org:

  • An annual report similar to the one sent to the Foundation’s supervisory authority, focusing on the Foundation’s work for the RadicleDAO (Q1/Q2 2024)
  • A proposed annual budget for the following year (2024) relating to the Foundation’s work for the RadicleDAO (Q4 2023)
  • A financial report with how funds were spent as well as the status of the Foundation’s funds from the RadicleDAO, focusing on the Foundation’s expenses related to the RadicleDAO (Q4 2023)
  • Quarterly reports that breakdown the operations, legal, marketing, and community-related services provided to the Orgs

People + Responsibilities

The Foundation Org is governed by the Foundation Council and divided into three bodies, each with their own function. These bodies will be structured as Committees within the Foundation itself.

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Foundation Council

Current Members

  • Abbey (@abbey) has been working on the Radicle project since 2019, leading all things related to community and governance. She has been a member of the Foundation Council since March 2022.

  • Alexis (@cloudhead) is a co-founder of the Radicle project and works on code-collaboration elements within the Radicle technical stack. He’s been a member of the Foundation Council since the start of the Foundation in September 2020. He is currently the Council President.

  • Ele (@lftherios) is a co-founder of the Radicle project and works on funding elements, specifically Drips. He’s been a member of the Foundation Council since the start of the Foundation in September 2020.

Responsibilities

  • Overall responsibility for the Foundation’s operations, activities and strategy
  • Attend and participate in quarterly Council meetings
  • Review and approve Foundation reports, circular resolutions, contracts, etc.
  • Review new contributors seeking supplier contracts with the Foundation
  • Ensure Operations, Marketing, and Governance bodies spending is aligned with Foundation’s purpose; approve budgets for Operations, Marketing, and Governance bodies; review initiative wallets (add/remove/spend-limits)
  • Meet with Operations, Marketing, and Governance bodies at least once per quarter to review work and funds spent
  • Create and maintain the Foundation’s asset management strategy in line with the Foundation purpose
  • Manage investors and relationships with liquidity providers
  • Manage decentralization initiatives:
    • Manage and fund work of current Core Teams through April
    • Launch Radicle Org and Drips Org by end of April

Powers

  • All FC members are co-signers on the Foundation’s main wallets
  • Sign contracts for the Foundation, Foundation’s asset management strategies, account access, create new Foundation committees, act as auditor of committee actions
  • President:
    • Signer on the Foundation’s wallet shared with the accountant
    • Single-signature authority on Foundation’s bank accounts
    • Approve Council quarterly meeting agendas and act as chairperson for the meetings

Operations

Current Contributors

  • Ange (@ange) has been working on Radicle projects since 2018, leading initiatives related to operations and legal.

  • Sally (@sllyllyd) has been working on the Radicle project since 2022, supporting the operations of the Radicle Foundation and its contributors.

  • Yuval joins the Radicle Foundation in March 2023 to work on financial processes and reporting related to Ops Support and RadicleDAO Support.

  • Wendy joins the Radicle Foundation in March 2023 to support accounting and operations for Foundation Health.

Responsibilities

  • Org Support Services

    • Provide ad hoc services within the Foundation’s purpose to Orgs within the RadicleDAO ecosystem
    • Monthly reporting to Radicle, Drips, and Grants Orgs on how they are spending funds they receive from the RadicleDAO
    • Quarterly reporting to Radicle, Drips, and Grants Orgs on breakdown of services being provided to them by the Foundation
    • Draft, review, and store agreements between [new] Radicle, Drips, and Grants Org contributors and the [Radicle, Drips, and Grants] Org directly
    • Facilitate relationships between Org and DAO Service Providers (SP) to create new contributor agreements
    • Facilitate the approval of DAO SP Framework Agreements by RadicleDAO; maintain and store all executed DAO SP agreements and contributor agreements
    • Support with formation of legal entities required for Org operations
    • Ongoing coordination and prioritization of legal risk assessments for the RadicleDAO and its Orgs
    • Quarterly check-ins with Drips and Radicle Org leads to review contributor relations

  • RadicleDAO Support Services

    • Maintain subscriptions to infrastructure that support and enable the RadicleDAO ecosystem and grant access as needed to RadicleDAO contributors (e.g. Notion, Google Cloud, Discourse servers)
    • Maintain relationships with legal partners
    • Maintain RadicleDAO’s trademarks and IP (via legal partners)
    • Act as first point of contact for addressing legal or regulatory action taken against RadicleDAO, a RadicleDAO Org, or its participants

  • Foundation Health

    • Complete monthly payroll and invoice payments, including managing payments from/to Foundation wallets, bank (and Wise) accounts
    • Complete regular accounting, including: consolidation of books; monthly, quarterly, and yearly tax filings; payments and updates to insurance and social security obligations
    • Oversee and maintain relationship with accountant
    • Complete annual (required) audit
    • Complete annual report for ESA (the Foundation’s supervisory authority)
    • Prepare and facilitate the Foundation Council meetings
    • Manage contracts and relationships with [and onboarding of] Foundation Org contributors

Powers

  • One representative is present as signer of the Foundation’s wallets
  • Two representatives (along with accountant) has joint-signature authority on bank account
  • Two representatives have Power of Attorney for day-to-day business operations

Marketing

Current Contributors

  • Sean @sean) has been leading marketing strategy and execution for Radicle projects since 2022.

  • Becca (@bcccrmr) has been leading event and sponsorship management for Radicle projects since 2022.

  • Brandon (@brandonhaslegs) has been working on design and product work related to Radicle projects since 2020.

Responsibilities

  • Org Support Services

    • Develop competitive landscapes, marketing strategies, target audience profiles, messaging guidelines, and launch plans for Orgs as needed
    • Coordinate content creation & delivery through primary channels to drive awareness, consideration, and usage for Orgs as needed
    • Collect and deliver market feedback back to Orgs in support of their go-to-market strategies and product positioning
    • Coordinate in-person and online events/sponsorships for Orgs as needed

  • RadicleDAO Support Services

    • Gain buy-in for comprehensive 2023 DAO marketing strategy, including new brand hierarchy and ecosystem approach, positioning & core messaging, and guiding strategies for Orgs
    • Coordinate proposed brand evolution
    • Set up distribution channels to leverage for DAO-wide and Org-specific marketing campaigns
    • Formulate brand & messaging framework for RadicleDAO based on its formalized purpose, vision, and mission
    • Coordinate in-person and online events/sponsorships for the RadicleDAO

DAO Governance Support

Current Contributors

  • Abbey (@abbey) has been working on the Radicle project since 2019, leading all things related to community and governance. She has been a member of the Foundation Council since March 2022.

  • Shelby (@shelb_ee) has been working as the governance facilitator of the RadicleDAO since 2021.

  • Joel Hans (@joelhans) has been working on documentation related to the RadicleDAO since 2022.

  • Apiary is an applied research company developing governance solutions for decentralized organizations. Apiary was previously a Radicle grantee.

Responsibilities

  • Facilitate proposal cycles and enforce governance process (e.g. proposal templates, voting deadlines, etc…)

    • Moderate proposal discussions on RadicleDAO forum
    • Communicate updates and announcements on forum and Discord
    • Develop resources for Orgs (e.g. proposal templates) to facilitate relationship with the RadicleDAO (as needed)
    • Support Orgs with RadicleDAO governance tooling onboarding & research (as needed)

  • Develop and maintain RadicleDAO documentation

    • Maintain Governance Manual
    • Maintain Governance category RadicleDAO forum
    • Maintain a clear and accessible RadicleDAO website

  • Maintain and manage RadicleDAO-wide communication channels:

    • Manage Governance category on Discourse forum
    • Maintain RadicleDAO Discord
    • Coordinate quarterly RadicleDAO-wide Community Calls

  • Coordinate community-driven work and support development of RadicleDAO proposals around current priority governance initiatives:

    • Governance Design
      • Facilitate the formalization of RadicleDAO purpose, vision, and mission
      • Develop a mission-aligned approach and strategy for evolving ecosystem governance
      • Continuously assess the evolving governance needs of the RadicleDAO and research/devise solutions for improvement
      • Research and develop new coordination mechanisms for enabling diverse and active participation of key stakeholders.
    • Treasury Management
      • Source and orient an expert(s) to coordinate the RadicleDAO’s treasury diversification and management strategies
      • Support the development of RadicleDAO proposals related to treasury diversification and management

Structure

The Foundation is governed by the Foundation Council. The Foundation Council holds (at least) quarterly meetings to take care of responsibilities (outlined above) and execute its powers. Circular resolutions are used to vote on and approve items related to the Foundation Council’s responsibilities between quarterly meetings. The votes during these meetings and in these resolutions are conducted off-chain, documented and signed.

The Foundation will form Ops, Marketing, and Governance committees to enable the work outlined above. These committees will 1. have greater independence in control over their own budget (instead of getting Foundation Council approval for each expense) and 2. have agency over the structure of their team, so they can start acting like Orgs. The Foundation Council is still deciding how these committees will be formerly governed within the Foundation.

Budget for 2023

The funds allocated to the Radicle Foundation from the RadicleDAO in September 2022 have paid for the work of “Core Teams” and general Foundation operational costs through February 2023.

For this proposal, the Radicle Foundation is requesting 3,660,992.78 USDC. This will support the work of the Operations, Marketing, and Governance Committees, as well as general Foundation administration costs, through December 2023. These funds will also support the work of Radicle and Drips contributors through April 2023.

Component Requested Budget
Foundation Administration CHF272,900.00
Operations Committee CHF296,217.00
Marketing Committee CHF1,006,739.00
Governance Committee CHF567,130.00
Radicle + Drips (through April) CHF570,858.00
Radicle + Drips (transition buffer) CHF720,000.00

The requested budget also includes a “buffer” to relieve financial pressure from the Foundation (and the new Orgs) as they navigate the formation, scoping, and budgeting of their new Orgs. This buffer can be used to cover the costs of Radicle and Drips contributors should there be any delay in the launch of Radicle and Drips Orgs beyond April 2023. The Foundation will return any unused “buffer” to the RadicleDAO Treasury or apply it towards the budget requested for future years.

As mentioned in the Mandate, while the intention will be for most work outlined as “Org Support” to ultimately be paid for by individual Orgs, it’s unclear exactly what budget will be required to cover these needs. Therefore, the Foundation will provide this support to the Orgs free of charge in 2023. Future Org budgets (likely starting in 2024) will be informed by reporting provided to the Org by the Foundation in 2023, indicating how support from the Foundation committees is being used.

In September, the Foundation was also allocated 1.5mil RAD by the RadicleDAO to set up vesting contracts with contributors as part of the Distribution of Ownership initiative. The Foundation set up the majority of these in 2022, however, there are vesting contracts that will need to be setup in 2023 in anticipation of new contributors to the Foundation Org. Therefore, the Radicle Foundation intends to continue to manage these vesting contracts for new contributors on behalf of the RadicleDAO. The return of any remaining RAD to the RadicleDAO Treasury and the transfer of control of the vesting contracts (from the Foundation to the Orgs of the respective contributors) will be communicated in a future post.

See more details on the proposed Foundation Org budget in this spreadsheet.

Budget Implementation