Proposal “Dash-DAO-irrevocable-trust-next-steps“ (Closed)Back
| Title: | Dash Core Group 2023 Decision Proposal - Dash DAO Irrevocable Trust |
| Owner: | brianfoster |
| One-time payment: | 1 DASH (22 USD) |
| Completed payments: | no payments occurred yet (1 month remaining) |
| Payment start/end: | 2023-11-10 / 2023-12-10 (added on 2023-11-08) |
| Final voting deadline: | in na |
| Votes: | 274 Yes / 94 No / 66 Abstain |
Proposal description
How much is being requested?
1 Dash as reimbursement for the proposal fee.
What is this specific proposal for?
This proposal is being raised to highlight some of the challenges we have faced with the trust that was created back in 2017 and determine how we should move forward.
What is the Dash DAO Irrevocable Trust?
Dash Core Group Inc. (DCG) is a C Corporation that is incorporated in the state of Delaware and has its headquarters in Arizona. As with all corporations, DCG needs to issue shares (certificates of ownership) to one or more people or organizations. Given that DCG was created to support a decentralized network and does not operate to generate a profit and even if it did have a profit, there is no person or organization that “deserves” to profit from owning the company.
To solve the above dilemma, a New Zealand trust was created to own the shares of DCG and was to be managed by a board of “Dash Trust Protectors” (DTP) who were to be elected by the Dash Masternode network. The purpose of the DTPs is to manage the dealings of the trust and oversee the DCG board of directors. The trust deed states that if DCG were to ever get dissolved, all remaining assets would get donated to the Red Cross.
Why do we need to consider changing the above described structure?
PROBLEM 1: It has proven very difficult to find volunteers to serve the role of DTP and the last attempt to recruit volunteers was not successful (only one person volunteered and had insufficient experience). We currently have no DTPs so Brian Foster has been managing the dealings of the trust. There have been discussions in the past about potentially paying DTPs a salary/stipend so there is more incentive to serve the time and efforts involved but no such proposal has been raised and in the current market conditions, it seems unlikely it would pass.
PROBLEM 2: There were two trustees that oversaw the trust, the original trustee which is domiciled in New Zealand (this was one of the few crypto friendly regions at the time) and a co-trustee which is domiciled in Switzerland. From the knowledge acquired to date, most if not all communications occurred between the DTPs and the co-trustee in Switzerland. There was a single point of contact at the Switzerland firm and that particular individual has been very unreliable and often non-communicative (not responding for days or weeks at a time).
Most of our corporate accounts (Coinbase, Uphold, etc) requires us to verify the corporate status of DCG and that usually entails getting paperwork from the Trustee and when our contact was not responding to Brian regarding verification for a new partner, he tried calling their mobile and office numbers and still did not get what was required. Due to this lack of support from our primary contact at the Switzerland firm Brian reached out to the New Zealand trustee only to find that they retired from being trustee in 2022 due to paperwork sent to them from the Switzerland contact containing fraudulent signatures (this was verified by Ryan and the NZ trustee).
Very recently, and after months of further investigation it was discovered that the Switzerland contact has been acting in bad faith since 2019 when he left his employment at the Switzerland firm that was the legitimate co-trustee. We believe it began by him falsifying a name change of the Switzerland firm and then trying to file a new deed trust with the New Zealand firm, hence prompting them to resign as a trustee.
Some communication was achieved with the Switzerland contact recently after they sent us an invoice for the next year of services. Due to the above described events, it appears that we do not have a valid trust anymore.
PROBLEM 3: Without a valid trust, DCG will not be able to verify our corporate structure to any future partner and our standing as a legitimate organization is greatly jeopardized.
What are our options?
OPTION 1: Create a new trust with a single trustee. This would take time to evaluate new trustees and would likely cost anywhere between $4k - $12k to establish the trust and about $3k - $15k per year for trustee services. This would also require DCG to pause pursuit of any new partnerships with larger institutions and would increase the risk of legal ramifications for not having a valid corporation until the new trust has been established. However, even given these downsides, this would be a simple trust with no DTP component so that it is less complicated and less costly than the original structure. This option does not rule out the ability to re-institute DTP’s at a later date when the market improves and if the community wants to do so (if there is sufficient commitment from people who want to serve as Trust Protectors).
OPTION 2: Create a new trust with a single trustee that includes DTP oversight as the original. The costs for this would almost certainly be more than option 1 (probably double) and it doesn’t solve the issues surrounding recruiting competent Trust Protectors. This would also probably take longer to establish given the complexity and uniqueness of the structure; finding a willing trustee may prove difficult.
OPTION 3: DCG Board members hold the shares of DCG instead of a trust. This would require legal costs if/when the board changes to transfer the shares to/from new and departing board members but it is likely to be the least costly and most expedient option to make DCG a corporation in good standing. However, the DCG board does not feel comfortable having ownership in DCG even in a temporary time frame due to potential legal and tax consequences.
While other options have been discussed amongst the community, the DCG board and previously seated DTPs, they were either too disruptive to the operations of DCG, required development resources/money or were too complicated, requiring excessive administration.
DCG Recommendation
The DCG board recommends OPTION 1. It has the least amount of legal risk and it would keep the structure of the organization more in line with the original one (which is good for existing partners that we would need to inform). Voting YES for this proposal would be showing favor for OPTION 1 and if this proposal passes, DCG would take steps to fully dissolve the illegitimate trust, retire the current/past trustees and reject payment of the latest invoice from the Switzerland contact. Research will start on finding a new trustee to set up a simple trust with no DTP oversight and re-issuing shares to the new trust. The creation of the trust will only happen when funding becomes available.
1 Dash as reimbursement for the proposal fee.
What is this specific proposal for?
This proposal is being raised to highlight some of the challenges we have faced with the trust that was created back in 2017 and determine how we should move forward.
What is the Dash DAO Irrevocable Trust?
Dash Core Group Inc. (DCG) is a C Corporation that is incorporated in the state of Delaware and has its headquarters in Arizona. As with all corporations, DCG needs to issue shares (certificates of ownership) to one or more people or organizations. Given that DCG was created to support a decentralized network and does not operate to generate a profit and even if it did have a profit, there is no person or organization that “deserves” to profit from owning the company.
To solve the above dilemma, a New Zealand trust was created to own the shares of DCG and was to be managed by a board of “Dash Trust Protectors” (DTP) who were to be elected by the Dash Masternode network. The purpose of the DTPs is to manage the dealings of the trust and oversee the DCG board of directors. The trust deed states that if DCG were to ever get dissolved, all remaining assets would get donated to the Red Cross.
Why do we need to consider changing the above described structure?
PROBLEM 1: It has proven very difficult to find volunteers to serve the role of DTP and the last attempt to recruit volunteers was not successful (only one person volunteered and had insufficient experience). We currently have no DTPs so Brian Foster has been managing the dealings of the trust. There have been discussions in the past about potentially paying DTPs a salary/stipend so there is more incentive to serve the time and efforts involved but no such proposal has been raised and in the current market conditions, it seems unlikely it would pass.
PROBLEM 2: There were two trustees that oversaw the trust, the original trustee which is domiciled in New Zealand (this was one of the few crypto friendly regions at the time) and a co-trustee which is domiciled in Switzerland. From the knowledge acquired to date, most if not all communications occurred between the DTPs and the co-trustee in Switzerland. There was a single point of contact at the Switzerland firm and that particular individual has been very unreliable and often non-communicative (not responding for days or weeks at a time).
Most of our corporate accounts (Coinbase, Uphold, etc) requires us to verify the corporate status of DCG and that usually entails getting paperwork from the Trustee and when our contact was not responding to Brian regarding verification for a new partner, he tried calling their mobile and office numbers and still did not get what was required. Due to this lack of support from our primary contact at the Switzerland firm Brian reached out to the New Zealand trustee only to find that they retired from being trustee in 2022 due to paperwork sent to them from the Switzerland contact containing fraudulent signatures (this was verified by Ryan and the NZ trustee).
Very recently, and after months of further investigation it was discovered that the Switzerland contact has been acting in bad faith since 2019 when he left his employment at the Switzerland firm that was the legitimate co-trustee. We believe it began by him falsifying a name change of the Switzerland firm and then trying to file a new deed trust with the New Zealand firm, hence prompting them to resign as a trustee.
Some communication was achieved with the Switzerland contact recently after they sent us an invoice for the next year of services. Due to the above described events, it appears that we do not have a valid trust anymore.
PROBLEM 3: Without a valid trust, DCG will not be able to verify our corporate structure to any future partner and our standing as a legitimate organization is greatly jeopardized.
What are our options?
OPTION 1: Create a new trust with a single trustee. This would take time to evaluate new trustees and would likely cost anywhere between $4k - $12k to establish the trust and about $3k - $15k per year for trustee services. This would also require DCG to pause pursuit of any new partnerships with larger institutions and would increase the risk of legal ramifications for not having a valid corporation until the new trust has been established. However, even given these downsides, this would be a simple trust with no DTP component so that it is less complicated and less costly than the original structure. This option does not rule out the ability to re-institute DTP’s at a later date when the market improves and if the community wants to do so (if there is sufficient commitment from people who want to serve as Trust Protectors).
OPTION 2: Create a new trust with a single trustee that includes DTP oversight as the original. The costs for this would almost certainly be more than option 1 (probably double) and it doesn’t solve the issues surrounding recruiting competent Trust Protectors. This would also probably take longer to establish given the complexity and uniqueness of the structure; finding a willing trustee may prove difficult.
OPTION 3: DCG Board members hold the shares of DCG instead of a trust. This would require legal costs if/when the board changes to transfer the shares to/from new and departing board members but it is likely to be the least costly and most expedient option to make DCG a corporation in good standing. However, the DCG board does not feel comfortable having ownership in DCG even in a temporary time frame due to potential legal and tax consequences.
While other options have been discussed amongst the community, the DCG board and previously seated DTPs, they were either too disruptive to the operations of DCG, required development resources/money or were too complicated, requiring excessive administration.
DCG Recommendation
The DCG board recommends OPTION 1. It has the least amount of legal risk and it would keep the structure of the organization more in line with the original one (which is good for existing partners that we would need to inform). Voting YES for this proposal would be showing favor for OPTION 1 and if this proposal passes, DCG would take steps to fully dissolve the illegitimate trust, retire the current/past trustees and reject payment of the latest invoice from the Switzerland contact. Research will start on finding a new trustee to set up a simple trust with no DTP oversight and re-issuing shares to the new trust. The creation of the trust will only happen when funding becomes available.
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Discussion: Should we fund this proposal?
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And keep (or create) a single one legal entity in an efficient setup.
If 90% of other successful projects can do it, so can we !!!!
We are unable to administer and manage them all properly.
https://mnowatch.org/votethenumbers
That is not the same as the way it was. Not even close.
Option two is pretty much the way it was.
'Create a new trust with a single trustee that includes DTP oversight as the original'
With option 2 there will be a pressure to setup new Dash Trust Protector elections from the start as it will be part of the new Trust setup. It remains to be seen if enough DTP candidates will participate in those elections, but at least the DTP elections will need to get organised when the new Trust is setup.
Embodying DCG itself into the DIF, renaming the DIF to DCG-F, adjusting its preamble or statutes to have an MNO-elected board for oversight, and eventually dissolve the C-corp (and the Trust) after all the contracts and corporate accounts have been replaced.
This must not necessarily be an immediate procedure, but could be executed as a multi-year transitioning plan.
is because some of the most influential staff is afraid-as-hell to lose any of their US-based Social Security and Healthcare benefits, which they have been spoiled with and now believe their life somehow depends on it.
As a project, we should have never brought ourselves in such a vulnerable situation in the first place.
There may well be a solution to save most all their benefits, even if hired by our offshore foundation.
Sad thing to observe is the lack of courage and transparency to even openly discuss their real reasoning.
We should definitely vote the (option) numbers.
https://mnowatch.org/votethenumbers
But, as usual, we will not, because stupidity is bigger than universe.
So dash-marketing-hub-affiliate-bounty is the first digit and dash-marketing-hub-affiliate-bounty is the second digit.
Here you are the url that facilitates you to vote a range from 1 to 6
https://mnowatch.org/votethenumbers/prepnumvote3/prep3.php?minnum=1&maxnum=6&proposals%5B%5D=Dash-DAO-irrevocable-trust-next-steps&proposals%5B%5D=dash-marketing-hub-affiliate-bounty
So Dash-DAO-irrevocable-trust-next-steps is the first base3 digit and dash-marketing-hub-affiliate-bounty is the second base3 digit.
The votes you cast should rounded when the result is extructed, so if you vote 1.6 this means 2.
I response to claims made in previous comments here, we want to make clear that the DIF and DCG are two completely separate organizations. We do not share any trust, trustees, funds, directors, board members, shareholders, supervisors, assets or any other component of our respective organizations. The DIF is a Cayman Islands foundation company while DCG is a Delaware C corp owned by a New Zealand trust. There is no overlap whatsoever.
But what about DIF and DTP? Are they related or not?
The T in DTP stands for "trust". The DIF has nothing to do with any trust.
*** There is no overlap whatsoever. ***
Could you please send us the URL of the DIF legal documents, so we can read them and cross-check your words?
DCG is only mentioned in the legal document as DashTrustProtector (the initial DTP until the first DTP election ).
https://cdn.discordapp.com/attachments/672789594588184606/1153853367412588594/Dash_Core_Group_Inc._-_The_DASH_DAO_Irrevocable_Trust_-_12-22-17_Redacted.pdf
On the other hand DIF is mentioned as a DFO (Dash-Funded-Org) https://drive.google.com/file/d/1jdMMST5I7M2doyeny4fdNcMN4ReAHd55/edit
So the question is, does DTP controls DFO or not?
After reading the legal documents, I think it does.
Lets someone prove me (in legal terms) that it does not.
As long as the DIF hides their legal documents from the public view, nobody can prove anything.
I do envision a much more simple function for the Dash Trust Protecors, it will basically be a 'keep the lights on & standby in case action is required' kinda job. Not very thrilling and perhaps a bit boring.
Personally after witnessing what happened with the Dash Trust Protectors during their attempt to exert influence on DCG by issuing a decision proposal themselves demanding more budget accountability and some Dash Trust Protectors themselves actively promoting that decision proposal on Dash Central, i became very desinterested with the Dash Trust Protectors and their elections. I basically lost trust in the DTP, as i was (and still am) of the opinion that those Dash Trust Protectors were overstepping their mandate. Solarguy restored some trust, when he and others fullfilled their DTP role, but i still thought they were a bit too active with supporting DCG. Maybe other MNO's also became desinterested with the Dash Trust Protectors, for the same reason as why i got desinterested. Or maybe the candidate requirements are just a bit too strict and need adjusting or maybe people expected to exert influence on DCG / DCG Board without ever obtaining support of MNO's first.
"I don't have time to go through all that proposal discussion, but as I mentioned to @bfoss765 [Brian Foster] in some 1:1 discussion that we had, my opinion is that the trust structure should go away entirely for the time being. The shares of the corporation would revert back to DCG, and the directors and officers would be fully in charge. I don't understand the "we're not comfortable" argument. If you're a director or officer of a US corporation, that's the job. There's D&O [Directors & Officers] insurance in place to limit liability. I don't think spending that kind of money on a new trust (option 1 in the proposal) makes sense until the community can figure out if it will actually be able to make use of the trust structure (with or without DTPs, really). Otherwise, it's just unnecessary complication and expense. We never really made full use of the previous trust structure, and as this discussion has revealed, it was rife with all kinds of problems. Save the money, simplify, and then hopefully in the future the community can return to an innovative corporate structure leveraging the DAO."
Screenshot of Patrick's comment:
https://media.discordapp.net/attachments/745109295833677875/1173995862347755530/Screen_Shot_2023-11-14_at_9.40.00_AM.png
MAKE THE DTP ELECTIONS PERMANENT.
EVERY DTP REPRESENTATIVE SHOULD CAST A 24 MONTHS PROPOSAL AND HE WILL BE ELECTED ONLY IF HE PASSES THE THRESHOLD.
DTP REPRESENTATIVES SHOULD BUILD THEIR TRUST AND MAINTAIN IT CONSTANTLY, SHOULD NOT STEAL IT IN ONE MONTH ELECTION AND THEN FOR THE REST YEAR BETRAY THE NETWORK.
Perhaps a lawyer with expertise in this area should be brought in and brought up to speed on this before MNOs are expected to give input on something as murky as all this is.
https://docs.google.com/presentation/d/1IbcfuHgjlMN0q6qi79Fnd7_-TpGonEUZ95Fw8vbEJ7A/edit#slide=id.g2861806ab4d_0_32
Or watch it on YouTube here (timestamped to the relevant slides), https://www.youtube.com/live/qdmaBghtuRY?si=leg9spMKrcagY30T&t=463
Pretty much what i hear from this guys saying in this video: https://www.youtube.com/watch?v=35hI5xsz-3s
If i was on the job i would make "departments" for each area of the core with people leading that "area" and making the accountable. This together with regular update follow-up.
My preference would be Option 4 as @TrustThyself thoroughly laid out. A best-out-of-the-worst choice would be Option 3 (still terrible!).
https://youtu.be/qdmaBghtuRY?t=605
So DTP controls both DCG and DIF (in case DIF does not function well)
As I understand it now, the ones who want DTP to be completely destroyed, maybe are the same who are planning to steal all the money of the DIF.
As a former DTP, I can attest the DTPs have absolutely NO control over the DIF. Please provide any documentation stating so and I will correct my statement.
The legal document that DTP is hiding from the common view.
At the bottom of https://www.dashtrust.org/ it is written:
"Trust Documents (Coming Soon)"
WenEvo? WenTrustDocuments?
https://cdn.discordapp.com/attachments/672789594588184606/1153853367412588594/Dash_Core_Group_Inc._-_The_DASH_DAO_Irrevocable_Trust_-_12-22-17_Redacted.pdf
It is written here: https://www.dash.org/blog/dash-network-elected-trust-protectors-closing-the-governance-loop/
"Who are the Trust Protectors?
The Trust Protectors are a group of six individuals that ensure that the Trust operates as intended. You can think of them as a board of directors of the trust. THEY DIRECT THE WORK OF THE TRUSTEE, who runs the day to day operation of the Trust, and can replace him at any time. The Trust Protectors ALSO SUPERVISE DCG’s board of directors and can initiate the removal of any of the directors if directed by the masternodes through a decision proposal."
It is said above that DTP direct the work of the trustee, and ALSO supervise DCG. Apart from DCG, who else DTP supervises?
Lets search the legal documents and discover whether DIF is considered a trustee.
So the questions is, does DTP controls DFOs or not?
After reading the legal documents, I think it does.
Assign all the Trust power to a single half-crazy sleep-deprived poor old man, whoever this may be, and then like rodents to gnaw all the DIF money.
There is no other reason under the sun, to transfer control to a lone person.
If the MNO haven't lost their mind, there is no chance in hell they will get away with this attempt.
I am not the only MNO who would like to see full disclosure of how much we have paid so far in taxes (and legal fees) over the last couple of years with this current legal framework.
Taxes, which btw we cannot afford, or at least is too much luxury to continue to afford in such tough times.
Not to mention payroll taxes.
Paid to the same bastards of this criminal regime in DC, who are openly waging TOTAL WAR on Crypto and have pretty much devastated us with their bogus laws and strangle regulations.
Financing the enemy is the mother of all nonsense.
Most successful projects have chosen a foundation in a non-US jurisdiction in order to conduct small-scale business in the traditional economy, and for holding some assets or IP, or for entering a few legal contracts.
Because it is most likely the best option there is out there, and for various reasons.
You guys don't even acknowledge the need of getting some expert advice.
Why are we trying to re-invent the wheel by attempting to outsmart them while doing something more stupid?
Fact of the matter is, time has shown we aren't able to populate, manage (and afford?) three different legal entities.
Perhaps it could work for one entity, under the best possible circumstances and least burden.
Not looking for a culprit or trying to point fingers at anyone of current leadership.
I have only reaffirmed what you already know best:
That this current legal framework is a sub-optimal mess.
Of course i understand it is our 'inheritance' from former leadership.
But if clueless people in high places made poor decisions in the past,
it doesn't necessarily mean we must retain their heritage and legacy for decades to come,
no matter what.
The constant trouble, costs and headaches of administering three different legal entities won't go away, if we remain too lazy to transition to a single entity somewhere else.
We are simply not capable of populating, managing and affording three legal entities.
I see you guys are looking for the 'easy fix' or 'quick fix' to keep things going.
And there is nothing wrong with that in the short-term, and perhaps that's the right thing to do for now, in the immediate, given the impending hard-forks and product launches.
But the 'easy fix' or 'quick fix' approach is rarely the best over the long-term.
The intention to keep this current legal framework long-term is certainly not the best choice to make. And that is what the vote really should be about:
1) Keep this current legal framework of three distinct entities indefinitely
(with all the experienced risks associated for having a third-party trustee)
OR
2) Striving to transition to a single entity in a friendly, non-sanctioned jurisdiction, which will be more efficient tax-wise and in organizational terms, at the right moment in time.
This decision proposal has the attention of MNO's / Dash community members and highlight the need to have a Trustee change. That on itself could make it less difficult perhaps to find new Dash Trust Protectors, as there is a lot more at stake right now.
* The Trustee of the Trust needs replacing. I don't think this was given much thought as people placed trust in the two Trustee, who in the end let the Dash network down either through resigning and never informing the Dash Network or through engaging in fraudulent activities
* DTP gets information from MNO's that DCG has been fraudulent with their budget, at which they can start an extensive investigation
* A decision proposal gains support (passes) from MNO's that request DTP to either have a specific DCG Boardmember resign or have the whole DCG Board resign and start a new DCG Board elections process.
* DCG budget proposals fail to gain support (do not pass) and a new DCG Board is needed to get things back on tracks.
DTP was not to interfer with DCG operations, during a time they still had support from MNO's for their budget proposals.
What i witnessed instead was DPT interfering with DCG operations through a decision proposal, that DTP launched on behalf of a group of unknown MNO's, throwing all objectivity out the window, during a time DCG still had full support of MNO's for their budget proposals.
Later DTP members started to take on activities like working on the Dash Roadmap and looking for a new CEO of DCG. Activities that in my view should not have been done by DTP. Sure it is noble of them to offer that help to DCG in time of need, but i never saw that as part of the DTP mandate.
So naturally DTP members became demotivated and desillusional by the lack of influence they have on the DCG Board, when they basically went beyond their core responsebilities and expected to exert a level of influence over the DCG Board, that MNO's never agreed upon or supported in the first place.
Maybe there would have been less demotivation and less desillusion today, if the DTP members were more passive and awaited the fulfillment of the conditions (see above bullet points), that required them to act against the DCG Board. Maybe we would then still have a functioing (although passive) DTP.
"Instead of option 1 or option 2 or (non) option 3, would it not be far more simple to INITIATE A NEW DTP ELECTION with the sole purpose of MANNING SOME OF THE NOW EMPTY DTP POSITIONS."
Vote the numbers.
:P :P :P
"Instead of option 1 or option 2 or (non) option 3, would it not be far more simple to INITIATE A NEW DTP ELECTION with the sole purpose of MANNING SOME OF THE NOW EMPTY DTP POSITIONS."
The fact that I trust someone when the elections are taking place, does not mean that I trust him also after the end of elections.
The DTP elections should be a permanent election, the DTP representatives should stand in their position as long as the trust is preserved.
So cast again the DTP names to be elected, and make the proposal duration 24 months at least.
With option 3 : No Trust, therefore no Trustee.
Option 1 will most likely mean at some point to redo this whole topic once more, when the DTP element needs to be added. We will then again have to vote on dissolving that new Trust and setting up a new Trust to include the DTP element. That will raise the costs for option 1.
Have you numbered the options from 1 to 4, and vote any number?
Vote the numbers, stupid! (an alternative of the famous quote "here is the wisdom, and whoever has a mind let him vote the number of the beast")
https://mnowatch.org/votethenumbers
TLDR: The Trust adds unnecessary bureaucracy. It has for years shielded DCG, Inc. from accountability, which has hurt the network’s capabilities and reputation. Now is the time to make a clean cut. To simplify. To treat DCG like all other DFOs.
Why Not OPTION 1?
This option essentially says: “Because DCG is incorporated we need the Trust to hold the shares of the corporation”. This is a logical fallacy: begging the question — a circular argument in which the conclusion is included in the premise. Consider: What if DCG were not incorporated? Then no entity would need exist to hold the shares.
Further, the Trust is a waste of money. The Dash network does not get a positive return from this expenditure. By not re-upping the Trust, the Dash network would not be on the hook for the cited “$4k - $12k to establish the trust and about $3k - $15k per year for trustee services”.
Additionally, the Trust is antithetical to the ethos of decentralized cryptocurrency. To continue the Trust is to continue relying on, and giving credence to, the self-proclaimed authorities of multiple nation-state regimes and the legalese they concoct. Are we in the business of asking permission and complying? Or are we in the business of building and innovating? Are we in the business of perpetuating the status quo? Or are we in the business of creating a new reality?
The Trust was a novel idea, but it has proved to be a burden, rather than a boon. It has introduced needless complexity at a time, and in an industry, that demands nimbleness, and responsiveness. For fans of economic efficiency, of greater accountability, of steadfast principles, of increased morale, the Trust is not a positive, it is not neutral, it is a negative. And it’s time we as a network evolve past it.
Why Not OPTION 2?
For the reasons outlined above, plus: The main justification given for the existence of the Dash Trust Protectors (DTPs) is greater accountability, yet years of experience has shown that this much-heralded attribute is vaporware.
Ryan Taylor, then DCG, Inc. CEO wrote: “We hope independent Trust Protectors provide a valuable new option for oversight of DCG while representing the interests of the masternodes beyond what can be provided by the proposal system alone.”
https://www.dash.org/blog/dash-network-elected-trust-protectors-closing-the-governance-loop/
Why was the proposal system thought sufficient for all other Dash Funded Organizations, or DFOs, but not for DCG, Inc.? Why was another layer of complicatedness thought to be of value?
Justin Szilard wrote that the DTPs would “ensure that the Dash Core Group…is held accountable to the Dash network.” And that “The Trust Protectors serve as a check and balance system” who can operate with “surgical precision to adjust or remove whomever/whatever is deemed to be problematic.”
https://dashnews.org/new-dash-trust-protector-parameters-revealed-contrast-old-legal-system-and-new-dao/
Have we seen that? At all? Uh…no. Through the years of delays, of missed deadlines, have the DTPs ever effectively led the removal of any DCG, Inc. employee? Maybe one, who was in marketing. That’s it. That’s not because the DTPs didn’t try, but because they lacked the ability. The DTPs can merely make suggestions to DCG, Inc.’s Board, which is populated with DCG, Inc. employees.
This is akin to what we see in another industry — policing. How likely is accountability if the “police review board” that oversees complaints about a rogue police employee is staffed with fellow police employees or a police union? Not likely at all. Incentives aren’t aligned to foster accountability but to put the institution, and its members, ahead of the stated objective.
Indeed, it was the DTPs who two years ago put-forth a proposal, which according to Ash Francis — one of the then-DTPs — had as “the core premise…greater transparency at DCG”, and to which Sam (quantemexplorer) acknowledged, "...trust protectors were responding to a voice of discontentment in the network..."
https://www.dashcentral.org/p/Decision-Proposal-Improve-DCG

That discontentment has not yet been addressed. Now is our opportunity.
Further, the KYC requirements associated with even putting-forth ones interest in being a DTP goes against what many in Dash claim to stand for. In addition to full legal name and date of birth, applicants must provide proof of residence, government issued identification, and a hand-written note. Interested applicants who are felons — a status, mind you, that many decent people have earned merely because they disobeyed immoral legislation — are prohibited. So too are applicants who happen to be born within the political boundaries of places deemed “bad” by the DC-based regime.
Seems odd that we want to attract users from every corner of the globe but at the same time exclude some from involvement based on something beyond their control (their place of birth).
https://www.dashtrust.org/dash-trust-protector-elections/
Why Not OPTION 3?
As the proposal owner put-forth, “the DCG board does not feel comfortable having ownership in DCG”. Thus this option isn’t being considered. And again, as outlined above in “Why Not OPTION 1” — this wouldn’t even be a question were DCG not incorporated.
Why OPTION 4?
The best scenario — for greater accountability, for greater drive, for greater responsiveness, for greater morale, for great alignment with the ethos of decentralized cryptocurrecy — is for DCG, Inc. to transition to DCG.
https://icis.corp.delaware.gov/ecorp/entitysearch/NameSearch.aspx
https://opencorporates.com/companies/us_az/F22063650
https://www.dash.org/forum/index.php?threads/dash-core-group-legal-structure-details.39848/#post-193885
The incorporation of DCG was a misstep compounded by the addition of the Trust and DTPs. Rather than spur accountability of DCG, Inc., we’ve seen differential treatment for tardiness and unaccountability. Rather than fostering transparency, we’ve seen a sort of Rube Goldberg machine around DCG, Inc., a Kafka-esque distraction. Only when DCG, Inc. is treated as any other DFO, will accountability be feasible.
Sam (quantumexplorer) has put-forth: “Blaming the current remaining developers who were hired around two years ago for mistakes that happened before they were hired is wrong.”
https://www.dashcentral.org/p/TREASURY-REALLOCATION-60-20-20
I agree 100%. To vilify current DCG, Inc. employees for the actions — or inactions — of their predecessors is not fair. But also not fair to the Dash network, and the potential Dash represents, is to continue as things are currently structured — where DCG, Inc. is treated differently than all other DFOs. Thus, we need address the underlying issue. We need strike the root.
But, if DCG were not a C-Corporation replete with bank accounts, how would they attract top talent?
An obvious response is that employees could be paid more in Dash than they now receive in total compensation (fiat plus benefits). But an even better response is to recognize that the question itself is a false dichotomy.
The fact that DCG is currently a C-Corporation — which necessitates alignment with regulations — likely is a deterrent to top talent. Those with the skills view the current KYC aspects as antithetical to decentralized cryptocurrency. Such individuals would be more-inclined to step forward were that hurdle removed.
Of course, if DCG, Inc. became DCG, a churn of employees is possible, but those who remained, and those who get involved, and who get paid in Dash, would be aligned to the mission. They would — like us, and the users we seek to attract — experience the pros and cons of real world use, and of the ups and downs of the market. They would gain greater experience with the product, and be better positioned and hungrier to develop real-world solutions.
Further — to make a point from a principles perspective — why perpetuate an organization — the Trust, and the C-Corporation — that is beholden to corrupt regimes? Why institutionalize any allegiance to such divisiveness? We can do better.
As former DCG, Inc. CTO Andy Freer, “we shouldn’t allow any DFO to be essentially above the system, it will just grow and become less efficient.”
https://www.dashcentral.org/p/Decision-Proposal-Improve-DCG
And, as former Trust Protector and former DCG, Inc. interim CEO Patrick “i-am-sigmund” Quinn stated, “We may well need to start over, and terminate the Trust.”
https://discord.com/channels/484546513507188745/672789594588184606/1144405022730362920
Agreed. Let’s make it happen.
Just to be clear, I didn't mention the DIF at all in my above comment. That's separate from DCG, Inc.
Re: your suggestion that incorporation is necessary -- are putting-forth that all other crypto projects that are listed on CEXes and the like are incorporated?
Re: Dash engaging with the rest of the world -- sorry of my lengthy prose was not clear, but that's certainly not what I advocate. Far from it. I believe we're all interconnected -- therefore it behooves us to find synergy and harmony and to maintain and cultivate relationships. That we can all grow together. A rising tide lifts all ships. Whereas the competition -- CBCDs would benefit a few at the expense of the many.
I asked him, "If DCG Inc were to become DCG would it impact the existence of the DIF, from a structural perspective?"
Sven replied, "No, not at all. Completely independent."
So the questions is, does DTP controls DFOs or not?
After reading the legal documents, I think it does.
"Who are the Trust Protectors?
The Trust Protectors are a group of six individuals that ensure that the Trust operates as intended. You can think of them as a board of directors of the trust. THEY DIRECT THE WORK OF THE TRUSTEE, who runs the day to day operation of the Trust, and can replace him at any time. The Trust Protectors ALSO SUPERVISE DCG’s board of directors and can initiate the removal of any of the directors if directed by the masternodes through a decision proposal."
It is said above that DTP direct the work of the trustee, and part of the trustee is DIF.
Have you read the legal documents?
https://youtu.be/qdmaBghtuRY?t=605
So DTP controls both DCG and DIF (in case DIF does not function well)
Dash Trust Protectors (DTPs) don't hold assets. They were merely supposed to be an oversight mechanism for DCG, Inc. (and to reiterate, between DTPs and DCG Inc. is the DCG, Inc. board, whic is made up of DCG, Inc. employees).
When DCG became DCG, Inc. it created shares, which some entity need possess. The Trust was created to hold the shares of DCG Inc.
Any assets are held by DCG Inc. My understanding is that that is limited to the Dash.org domain. At one time there was a "protective" patent, but I'm told that is no longer relevant as the code is open source.
https://crypto.news/dash-gets-defensive-with-new-patent-for-evolution-platform
Re: the domain -- I doubt anyone would find fault if it were transferred to a trusted O.G., someone like UdjinM6 or Splawik. Or, maybe we need look around the cryptosphere to see how other decentralized networks tackle this.
But I am afraid that DTP can hold assets, and also supervises DIF. If this is the case, then destroying the DTP structure becomes very dangerous.
So lets read the legal documents of DTP
https://cdn.discordapp.com/attachments/672789594588184606/1153853367412588594/Dash_Core_Group_Inc._-_The_DASH_DAO_Irrevocable_Trust_-_12-22-17_Redacted.pdf
and the legal documents of DIF (where are they?)
So the questions is, does DTP controls DFOs or not?
After reading the legal documents, I think it does.
WE NEED PERSONS TO HOLD REAL LIFE ASSETS (land, buildings etc), Dash community needs real assets for Dash to become real money.
That was the main purpose of DTP and DCG.
So we have to separate the Development team who writes software, that should follow the above road you just explained, but still maintain a structure where some persons are responsible and accountable for holding real life assets on behalf of the dash community.
https://youtu.be/qdmaBghtuRY?t=605
So DTP controls both DCG and DIF (in case DIF does not function well)
As you can understand now, the ones who want DTP to be destroyed maybe are the same who want to steal all the money of the DIF.
DTP directs the trustees.
So the questions is, does DTP controls DFOs or not?
After reading the legal documents, I think it does.
Have you read the legal documents?
"Who are the Trust Protectors?
The Trust Protectors are a group of six individuals that ensure that the Trust operates as intended. You can think of them as a board of directors of the trust. THEY DIRECT THE WORK OF THE TRUSTEE, who runs the day to day operation of the Trust, and can replace him at any time. The Trust Protectors ALSO SUPERVISE DCG’s board of directors and can initiate the removal of any of the directors if directed by the masternodes through a decision proposal."
DTP direct the work of the trustee, and part of the trustee IS DIF.
Is it because stupidity is bigger than universe?
https://mnowatch.org/votethenumbers/
One way to live - song not available yet.
The only asset that the trust holds is the common stock shares of DCG so as far as I know, dissolution of the trust shouldn't result in any loss of funds/assets as long as we transfer the shares to some other person or entity first.
Who is that 'we' exactly ?
The grantor of the Dash DAO Irrevocable Trust ? (Ryan Taylor lost any control, when the Trust became operationally)
The Trustee who engaged in fraudulent activities ?
DCG Board ?
DCG Members ?
The Court ?
Who has the power / control to transfer shares / assets out from a still operational Irrevocable Trust ?
What if he/she involuntarily (and for whatever reason) ends up in prison or in a hospital for an extended period of time?
What if that person unexpectedly dies, whether it be an accident or an unforeseen health condition?
Then all the DCG shares would be included in that persons estate for inheritance by some of his family members or relatives, it is pure madness to even seriously propose anything like that.
Some of the options seem to be shortsighted or at least incomplete.
For example:
Legal and tax implications of holding shares, could easily be fixed by incorporating the company in a jurisdiction which allows BEARER SHARES.
Then the MNO network would only have to agree on a bank locker safe location where the bearer shares will be held, with some oversight or witnesses, and access to the bearer shares would require some joint signatures (or separate physical keys) from two or three board members.
I agree with qwizzie, that the inability of owning project-related property, some intellectual property rights or a stake in other businesses would be a step back and a potential disadvantage.
Overthinking the general legal structure should include overthinking DCG incorporation itself as well.
In absence of a clear profit-making motivation (?), it is questionable whether DCG should even be a company,
or if it really is the best choice.
A Foundation or other non-profit organization may offer preferential tax status, even though it may still allow to pay employees and volunteers, and at the same time still offer the possibility to hold some property or stakes.
In my opinion, a single Foundation or else a single company incorporated on BEARER SHARES is really all we need.
Oversight can happen internally, through an MNO-elected board.
No need to overcomplicate the situation with a web of legal entities,
if there could be an easier, cheaper and more effective solution to it.
We need to have a honest discussion about the whys it must necessarily be the U.S. and what is really so special or favorable about it, if anything at all.
If there could be better, tax-friendlier and more efficient offshore locations for creating a legal entity, then it could be at least worthwhile exploring them, after exactly defining which legal and organizational capabilities it would have to offer for optimal conduct.
If not in Delaware, then we probably have already wasted a lot on unnecessary excess taxes.
There sure is a damn good reason why a majority of the Fortune500 Corporations are all headquartered in Delaware.
Gifting the shares of DCG to a single or two individuals is insanity.
A will can always be toppled/replaced by a newer will with a newer (more recent) date on it, which makes EVERY competing previous and older-in-release-date will automatically nill and void.
And if its not written in machine letters, not even a notary will be required to make it legally binding.
So a newer will could be written at anytime, without the knowledge of anyone else, and if handwritten wouldn´t likely require even a notary, but contain only the minimal requirements under the law,
to become legally enforcable, like:
-titled "Testament", "Will", "Legacy"
-the date of the stipulation
-handwritten instructions about the assets and their future beneficiaries
-the signature
Therefore a will would not offer any kind of protection regarding potential succession, unless somebody would be completely incapacitated already, of writing a newer one.
Am not an attorney-at-law myself, but i believe such or similar practices are valid in most jurisdictions.
https://www.dropbox.com/s/op9q9gd5la3b0t9/Dash%20Core%20Group%2C%20Inc.%20-%20The%20DASH%20DAO%20Irrevocable%20Trust%20-%2012-22-17%20Redacted.pdf?dl=0
We have the world’s first DAO for a reason — so that we can smoothly make governance decisions. Let’s do that.
But i think with a Foundation solution for holding assets the Dash network would have to start from scratch with regards to assets build-up.
aha, i overread that part.
Trust nobody!
The Dash community trusted them, but none of them stand at its trust position.
They all jumped out of the sinking boat like the mices.
DTP Results:
431 (from 431 voters) - Rodrigo Ambrissi (RodrixDigital)
410 (from 410 voters) - Simone Trustee Mascarello (MascaSimo)
369 (from 369 voters) - Foulagi Johnson (whysmh4dash)
357 (from 357 voters) - Zane Robert Cook (SpadesInvests)
356 (from 356 voters) - Jared Matthew Lyman (J.M.L.)
246 (from 246 voters) - Patrick Michael Quinn (i-am-sigmund)
228 (from 228 voters) - Troy Douglas Rhodes (Solarguy)
204 (from 204 voters) - Michael Lewis (Walter)
179 (from 179 voters) - Hilawe Semunegus (hilawe)
176 (from 176 voters) - Ash Francis (Ash)
112 (from 112 voters) - Mark Mason (StayDashy)
https://en.wikipedia.org/wiki/Belling_the_Cat
Well, Options 1 and 2 keep the entire network in that very situation--that is, having to rely upon just one team to do core development and being shit-out-of-luck if/when they fail.
How? Because the existence of a trust creates an implied understanding that DCG is special. So why would any core developer in his right mind start a competing team? Even if he believes he can do a task faster/better/cheaper, DCG's special status incentivizes him to work for them because it appears to be the surest way to secure a paycheck.
Maybe a special relationship between the network and DCG was the right thing to have in the past. But if we ever want to move on from being a small network to a large one, we've got to act on the fact that, as Sam said, mature organizations employ multiple teams to execute on the same task. Core development is not so special that it must be entrusted to one entity and one entity alone. We continue to do so at our peril.
Thus, the right choice for the network is clearly Option 3. Thank you for including it in your proposal, Brian. Please advise the network on what "yes", "no", and "abstain" votes mean in relation to options 1, 2, and 3.
1 : Own the shares of DCG
2 : As shareholders, reassign the DCG board if the masternodes instruct it to do so
3 : Assign or hire the trustee of the Trust
4 : Hold other passive assets that ultimately belong to the network such as patents or trademarks assigned to it by DCG or other legal entities, and enforce any associated licensing requirements
If MNO's go for option 3, then there will be no Dash Trust .. period.
Which means :
* No independent oversight on DCG
* DCG Board members will be required to hold the shares of DCG, which could very well have legal and tax consequences for each DCG Board member (depending i guess on what country they live).
* The Dash network itself owning assets will not be possible anymore
Currently MNO's can only vote YES or NO on option 1 in this decision proposal as that is DCG preferred choice. If MNO's don't like option 1, then they should vote NO on this decision proposal and await DCG next move. I assume if option 1 fails, they will launch a new decision proposal with another option. Maybe even launch two decision proposals.
>If MNO's don't like option 1, then they should vote NO on this decision proposal and await DCG next move.
>I assume if option 1 fails, they will launch a new decision proposal with another option. Maybe even launch two decision proposals.
Or alternatively they can just stop being stupid and ask stupid yes/no questions, and just vote the numbers (which allows more than two options to be selected).
https://mnowatch.org/votethenumbers/
1) Independent oversight of DCG -- and all other Dash entities -- is already done by the MNOs every month. No need to complicate the wheel.
2) DocAgnew has already said that he is willing to hold the shares, and Sam Westrich confirmed he is fine with that. See #general Discord.
3) Possession is 9/10s of the law, as they say. The Dash network may "own" DCG's assets on paper, but what good has it really done us? The asset Dash.org, for example: this website is low-ranking even for Dash keywords! If we had multiple competing organizations, however -- each with their own website -- you can bet that eventually one of them would figure out the web game. We'd all be better off for it, and this nominal notion of network ownership would be a non-issue.
This is what Brian mentioned in this decision proposal text :
'However, the DCG board does not feel comfortable having ownership in DCG even in a temporary time frame due to potential legal and tax consequences.'
Now we hear conflicting information from Discord, making it unclear how many DCG Board members do not feel comfortable having ownership in DCG and who have no problem with it.
With regards to DocAgnew : so far i know he is not part of the DCG Board, so i am not sure why you bring that up.
That would be pretty horrific idea from a safety aspect and it would also invalidate Option 3, which is currently defined as 'DCG Board members hold the shares of DCG instead of a trust'.
The difference between Option 1 and Option 2 involves the Dash Trust Protector element, costs of setting up a new Trust and most likely the type of Dash Trust (Irrevocable or another type of Trust).
Option 1 (DCG preferred option) seem to conflict with a possible setup of a new Dash Irrevocable Trust, which is why i also prefer option 2 which does not conflict with setting up a Dash Irrevocable Trust and thus provide more safety.
Irrevocable trusts may be more difficult to create and are nearly impossible to modify
To me that seems to indicate that an irrevocable Dash Trust conflicts with Option 1, where the DTP element needs to be added / changed / modified later on into the Dash Trust. And i do think we need the an irrevocable trust setup, purely for having more safety and less risk on the network-owned assets.
You lost control of the trust to some criminal in Switzerland back in 2019 and you guys are taking notice of it 4 years later?
No wonder we are out of the Top100 with such a staggering level of incompetence.
Scrap and dissolve all of this unnecessary and superfluous legal corporate BS.
No good thing came ever out of it and it only caused a waste of precious resources for bureaucracy and tax expenditures.
But you guys are delusional to the point, that you are even refusing to objectively assess the pros (if any) and cons.
If there really is no other way, then create a single Foundation for holding a MINIMUM of project-related property or intellectual property rights, and create it in a tax-friendly jurisdiction.
And discard all the remainder in the trashcan of history, where it belongs!
But because you will only ignore every well-meant and sincere advice, i am sure you will rather found a couple more companies to cause us even more fees, costs, honorars and taxes.
Second, Brian was not in a position of authority in 2019, nor 2020, nor 2021, and only partly in 2022 and 2023. He has gone above his role as Head of Product to untangle a situation he was neither responsible for nor was originally his responsibility to untangle.
However someone had to do it, and he stepped forward, he really should get praise for all the hard work he's done to figure all this out.
And who hired him as a Head of Product? The very mices that jumped out of the Dash sinking boat. So we suspect him of being a representative and a continuator of the policy of these coward mices.
And we suspect you also, quantumexplorer, that you are a representative and a continuator of AndyDark mouse. Thats why you are unsuccessfully trying to save the unsavable centralized shit that is called DashPlatform.
Source : https://www.forbes.com/advisor/legal/estate-law/revocable-vs-irrevocable-trust/#what_is_an_irrevocable_trust_section
If option 1 is chosen by MNO's, does this mean the end of the Irrevocable nature of the Dash Trust in general and the start of a completely different type of Trust ? Because the irrevocable nature of any Irrevocable Trust would make it very difficult to make changes later on (to include DTP oversight at a later stage for example).
If option 2 i chosen by MNO's, i assume that will be a new Dash Irrevocable Trust setup with the same Trust agreement and conditions, but with a new single Trustee ?
Some communication was achieved with the Switzerland contact recently after they sent us an invoice for the next year of services. Due to the above described events, it appears that we do not have a valid trust anymore.''
What a big mess.
What i don't understand is how the New Zealand firm can resign as a trustee in 2022, disclosing their reason for resigning to Ryan / DCG (i assume they did that) and then no actions were taken by DCG with regards to the Switzerland contact person / Switzerland Trustee.
I also have difficulty understanding below reply from DCG member i-am_sigmund (9 months ago)
https://www.dashcentral.org/p/the-dash-dao-irrevocable-trust-2023
qwizzie :
''Is the current professional Trustee to administer the Trust still the original Trustee ? (Waheed Hussain of TCA Asset Management, S.A. in Geneva, Switzerland)''
i-am-sigmund :
''That's correct, qwizzie. It is on the Trust Protectors' to-do list to bid out these services to other providers, but we simply haven't had the time during the current term. But it will stay on the project docket, for sure.''
Reading this decision proposal the orginal Trustee seems to be the one domiciled in New Zealand and Waheed Hussain of TCA Asset Management, S.A. in Geneva, Switzerland is just a co-trustee. I assume at this point he is the one that engaged in those fraudulent signatures ?
With regards to the three options available to vote on : At the moment i prefer option 2 (which includes DTP oversight), as that at least makes DTP oversight mandatory (as intended with the orginal Dash Trust).
I don't really care about the cost difference between option 1 and option 2 at this point, considering the relatively high cost for operating the Dash Trust always had broad support among MNO's in the past.
With regards to the problem of not finding DTP candidates, that will be a problem for both option 1 and option 2. But option 1 has the risk that the DTP oversight could be delayed and postponed by DCG indefinitely. Instead of asking 'wen evo ?', we could very well be asking 'wen DTP oversight ?'
Option 2 is also a lenghty process, so it could give the Dash community time to tackle the problem of not finding any DTP candidates.
I will read other comments before making a final decision.
This one?
https://www.northdata.com/Hussain,+Waheed,+London/pvs
'Brian reached out to the New Zealand trustee only to find that they retired from being trustee in 2022 due to paperwork sent to them from the Switzerland contact containing fraudulent signatures (this was verified by Ryan and the NZ trustee).'
Does the New Zealand trustee not have a legal obligation to inform either DCG or one of the Dash Trust Protectors, when he / she plan to retire / resign, regardless of the reason ? Instead the NZ trustee just informs the Switzerland trustee (the very person doing fraudulent activities).
If the person behind the fraudulent activaties actually succeeded with registering a new deed Trust, what would be the possible damage to Dash ? Could that person gain control over Dash Trust assets ? Or take control of certain patents or trademarks of Dash ? Or had that person something else in mind, with the unsuccessfull attempt to register a new deed Trust ?