Thanks Philipp for putting this to the community. I agree that Terra governance should have the final say, and I welcome an independent review. The independence criteria in your post are good, and I’d support them for any appointment. A few facts are missing, though, and they matter for how the community might vote.
1. A272 was more than a removal. It had two messages: removing me from the member group, and changing the PF DAO threshold to 60%. After the removal that means 2 of 3, so two directors could pass anything on their own. Community can check it here: Phoenix DAOs
2. One failed vote is not a “persistent deadlock”. Since A272, the board has passed 10 of 11 proposals (A273 to A283): payments, including monthly salaries for the other 3 directors (there has not yet been one for me deliberately by Phillip), liquidity moves and asset-staking updates, most of them proposed by Philipp and approved with/including my vote. The Foundation is functional. A proposal that didn’t reach the threshold simply failed. That is how a 3-of-4 board is meant to work.
3. Item 4 asks community to interpret conflicting bylaws. Art. 2.6.2 says the Emergency Supervisor “shall not have any authority to remove, replace, or direct the decision-making of the BORG, the Board”. Art. 2.4.5.4 says directors should facilitate a removal if a Supervisor instructs one. These two contradict each other. An emergency governance vote is not the right place to settle that, and certainly not by granting the removal power in advance.
4. The bylaws already provide a standing referee that PF has never appointed. Art. 2.5.1: “The BORG shall at all times have a supervisor… able and willing to supervise the management of the BORG.” The Emergency Supervisor in Art. 2.6.1 is described as an “additional” Supervisor. Before declaring an emergency, the board should appoint the permanent Supervisor the bylaws require. One of the candidates in this thread could fill that role, with the same independence criteria.
On candidates, two suggestions in the spirit of Philipp’s criteria. First, every candidate should publicly disclose any personal or professional relationship with any of the four directors before a vote. Second, the Emergency Supervisor’s powers in Art. 2.6.2 are mainly legal (investigating, holding parties liable, bringing claims under bylaws), so legal or governance expertise should come first than Terra familiarity. Art. 2.6.1 allows “one or more” Supervisors, so a pair (one legal/governance expert, one experienced Terra community member, both independent) would balance the two.
To Conclude: The community should be aware of context and what they are voting. If the community wants to decide who sits on the board, I’d accept a direct, transparent Terra governance vote on that question, rather than an emergency process built around one disputed vote.
I remain committed to address any questions the community might have to this or any matter related to Terra.
Thank you, Vini