Hi all,
Given community questions about A272, I want to explain why I voted no and where I stand as a Phoenix Foundation Director.
Governance and due process
The Foundation is governed by Cayman Islands law, its Articles of Association and its Bylaws. Both governing documents contain provisions relevant to director removal, and I have not seen a clear explanation of how A272 is consistent with these provisions taken together. I believe independent Cayman legal clarification should form part of any process addressing director removal.
Checks and balances
A272 would have removed a director and reduced the Stewardship multisig from 3-of-4 to 2-of-3, allowing just two directors to authorise actions within its authority. I consider this a significant weakening of our safeguards and favour expanding the multisig rather than concentrating control.
The allegations
I do not accept the allegations as presented or believe they justify removal. This doesn’t mean our procedures have been perfect. Responsibilities, conflicts of interest and accountability all warrant clearer, more consistently applied standards.
Strategic disagreements and procedural shortcomings should be assessed fairly, with evidence, established standards and an opportunity to respond.
The existing Supervisor
The Articles identify an Initial Supervisor. I have contacted parties associated with the initial appointment to confirm whether it remains current and seek clarification on available oversight mechanisms. This should be clarified as part of considering any emergency arrangement.
Adverse Event and independent review
I do not believe a failed vote alone establishes an Adverse Event, but I recognise the serious disagreements within the Board and the risk of ongoing dysfunction.
I support an independent review to establish the facts and identify a constructive path forward, whether through an Emergency Supervisor or another appropriate mechanism.
Any appointment process should establish a clear legal basis, defined powers and safeguards, without predetermining findings or removal. The appointee should be independent, have appropriate legal and corporate governance expertise, and no material conflicts of interest involving the directors or Terra ecosystem teams.
Moving forward
I remain committed to a resolution that respects our governing documents and protects the Foundation, its treasury, and the Terra blockchain.
Alongside my No vote, I shared a working proposal outlining a possible path forward. It was offered as a starting point for collaboration, not a finished solution, and I remain open to other approaches.
My vote against A272 reflects my belief that decisions of this significance must be based on substantiated evidence, fair process and proportionate action, while preserving the checks and balances that protect the Foundation.