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PCF DOT Director Appointment Process — Next Steps Following Referendum 1749
Summary
This discussion is intended to clarify the current framework for appointing Directors to the Polkadot Community Foundation (PCF) following the outcome of Referendum #1749, address community concerns raised during that vote, and outline the legally valid process that remains in effect under the PCF’s existing governing documents.
This post is:
- Not a nomination
- Not a new referendum
- A discussion to align expectations prior to any future submissions
1. Background — Referendum #1749
Referendum #1749:
https://polkadot.polkassembly.io/referenda/1749
The referendum proposed introducing a new structured and orderly community nomination process for DOT Directors. The proposal did not pass.
Community feedback during the referendum process highlighted:
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Concerns regarding the PCF’s structure
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Questions around DOT Director roles, responsibilities, and accountability
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Uncertainty around the legal and procedural onboarding requirements
The outcome of the referendum is acknowledged and respected.
2. Status of the PCF Governance Framework Following the Failed Referendum
While Referendum #1749 did not pass:
- The PCF’s governing documents adopted under prior referenda remain fully in effect
- These documents continue to permit community DOT Director nominations
- Under the current framework, nominations operate on a:
- First-come, first-served basis
- Subject to eligibility, legal onboarding, and Cayman registration
Accordingly, the failure of Referendum #1749 did not eliminate the community’s ability to nominate Directors. It only rejected the specific structured process proposed in that referendum.
3. Position on Community-Appointed Directors
From the current Board’s perspective:
- There is no identified downside to appointing two DOT Directors from the community
- There is potential downside to indefinitely declining to do so, including impacts to:
- Decentralization
- Perceived legitimacy
- Community alignment
- Governance resilience
As a result:
- Autonomous Projects intends to submit referenda on behalf of the Polkadot Community Foundation for director nominations, in line with the existing governance framework
- Prior to doing so, this discussion is being held to:
- Address community questions
- Clarify the current governance structure
- Provide context on the legal framework
- Allow proposals for improvement to be raised openly
4. What the Current PCF Governing Documents Permit
Under the PCF Articles, Bylaws, and Director Appointment Policy:
- DOT Directors may be appointed through community proposals
- Nominees must:
- Be clearly identified
- Meet eligibility requirements
- Complete legal onboarding (KYC, Director Services Agreement, Cayman registration)
The Appointment Policy further outlines:
- Open public nominations
- Shortlisting
- A community signaling (non-binding) referendum
- Legal onboarding
These requirements exist to ensure Directors appointed through OpenGov can legally serve under Cayman Islands law.
5. Purpose of This Discussion
This discussion is being conducted before any new nomination referenda in order to:
- Clarify what is presently legally permitted
- Address concerns raised during Referendum #1749
- Explain:
- How nominations currently function
- How the community may participate today
- Which aspects require further referenda to modify
- Provide a forum to:
- Ask questions
- Challenge assumptions
- Propose procedural improvements
Community engagement may take place in this thread, on AAG, and in other public venues.
6. Community Feedback Requested
Community input is requested on the following:
- Should community Director appointments proceed under the current framework?
- What governance, procedural, or accountability changes would strengthen the role of community appointed Directors?
- What specific issues influenced votes against Referendum #1749?
- Should a revised orderly nomination framework be proposed in the future?
- What safeguards would materially increase confidence in the process?
7. Conclusion
This discussion seeks to:
- Respect the outcome of Referendum #1749
- Acknowledge community concerns
- Clarify the current legal and governance position
- Reaffirm that:
- Community nominations remain permissible
- The Board supports community Director appointments
- Procedural improvements can be proposed transparently through OpenGov
Constructive feedback in this thread will directly inform the approach to any future Director nomination referenda.
Comments (3)
Community input is requested on the following:
@HopeClary
Under the "PCF Corporate Structure" within the Bylaws (https://wiki.polkadot.com/general/pcf/) the Foundation has two seats reserved for DOT Directors. These two future directors are to be appointed by Polkadot governance. The role of these directors is to ensure the community is fully represented and considered in all matters.
The PCF provides full transparency of all referenda. These can be viewed on Polkassembly and also on the PCF website (https://www.polkadotcommunity.foundation/proposals)
1- Community appointed Directors will be granted the same legal standing, rights and obligations as existing members of the PCF Board of Directors.
2 - There duration is one year, with the opportunity of renewal in accordance with the Foundation's Articles of Association and subject to ongoing needs and governance objectives, in alignment with community expectations. Please refer back to referenda #1749 for full details
3 - No such agreement is in place for any potential Community elected directors yet. Once Directors have been elected they would enter into a Services Agreement with the Foundation.
The two open positions are for Directors to be appointed through the Polkadot governance voting system. In simple terms, this would be the approach that would be most appropriate and fair, keeping mind the best interests of the Polkadot community.
The duties and responsibilities that would be required of the community-elected Directors have been shared on Polkassembly (referenda #1749).
Background information on the issues that influenced votes against referenda #1749 can be found here: https://polkadot.polkassembly.io/referenda/1749
The Polkadot community is free to propose changes to the current nomination framework and bylaws for the PCF through a wish for change referenda.
Yes Directors and Officers insurance is in place as was mentioned in the funding proposal and failed nomination proposal
Additionally, there should be 3 Directors, due to ethics, life issues & braking tie votes among directions in framework legally that may apply to execution of contracts.
@HopeClary
In line with the Bylaws (refer to website link above), the Foundation will have a five-member Board of Directors. Currently, there are three Cayman-resident Directors. Fulfilment of the two community-elected Directors will complete the five-member Board.