CIP-???? | Social Governance - Budget Guardrails

CIP-XXXX/README.md

@@ -0,0 +1,377 @@
+---
+CIP: ???
+Title: Social Governance - Budget and Withdrawal Guardrails
+Category: Governance
+Status: Proposed
+Authors:
+  - Adam Dean <[email protected]>
+Implementors: N/A
+Discussions:
+  - https://github.com/cardano-foundation/CIPs/pull/?
+Created: 2024-11-06
+License: CC-BY-4.0
+---
+
+## Abstract
+
+The current Cardano (Draft) Constitution specifies a rough budget proposal and
+approval process with a handful of very loose guardrails dictating when, where,
+and how withdrawals from the Cardano Treasury should occur. The budget process
+and methodology, as well as guardrails, should be more formally defined to
+provide clarity for budget proposers and the Cardano community.
+
+## Motivation: why is this CIP necessary?
+
+The Draft Cardano Constitution currently states:
+
+> The Cardano community is expected to propose, not less than on an annual
+> basis, a budget for the ongoing maintenance and future development of the
+> Cardano Blockchain. All owners of ada are expected to periodically approve the
+> Cardano Blockchain budget through an on-chain governance action. No
+> withdrawals from the Cardano Blockchain treasury shall be permitted unless a
+> budget for the Cardano Blockchain is then in effect as required by the Cardano
+> Blockchain Guardrails. Cardano Blockchain budgets shall specify a process for
+> overseeing use of funds from Cardano Blockchain treasury withdrawals including
+> designating one or more administrators who shall be responsible for such
+> oversight.
+>
+> — Cardano (Draft) Constitution, Article III, Section 8
+
+> ### 3. GUARDRAILS AND GUIDELINES ON TREASURY WITHDRAWAL ACTIONS
+>
+> **Treasury withdrawal** actions specify the destination and amount of a number
+> of withdrawals from the Cardano treasury.
+>
+> #### Guardrails
+>
+> TREASURY-01 (x) DReps **must** define a net change limit for the Cardano
+> Treasury's balance per period of time.
+>
+> TREASURY-02 (x) The budget for the Cardano Treasury **must not** exceed the
+> net change limit for the Cardano Treasury's balance per period of time.
+>
+> TREASURY-03 (x) The budget for the Cardano Treasury **must** be denominated in
+> ada.
+>
+> TREASURY-04 (x) Treasury withdrawals **must not** be ratified until there is a
+> community approved Cardano budget then in effect pursuant to a previous
+> on-chain governance action agreed by the DReps with a threshold of greater
+> than 50% of the active voting stake.
+>
+> — Cardano (Draft) Constitution, Appendix I: Cardano Blockchain Guardrails),
+> Section 3
+
+
+While this may be satisfactory in general terms from a Constitutional
+perspective, it falls far short of a clearly defined set of prescriptive
+guardrails guiding the allocation, auditing, and custody of budgetary funds for
+both proposers, custodians, and community members to reference.
+
+This CIP aims to define the template for budget proposals specifically in
+relation to required and mandatory information that should be included in any
+proposed budget.
+
+## Specification
+
+> The keywords "MUST", "MUST NOT", "REQUIRED", "SHALL", "SHALL NOT", "
+> SHOULD", "SHOULD NOT", "RECOMMENDED",  "MAY", and
+> "OPTIONAL" in this document are to be interpreted as described
+> in [RFC 2119][RFC2119].
+
+> It is understood that 1 Ada is the equivalent of 1 Million (1 000 000)
+> Lovelace, the smallest, non-divisible unit of currency on the Cardano mainnet
+> blockchain.
+
+### Constitutional Requirements
+
+The following requirements are currently specified within the content of the
+Cardano (Draft) Constitution as specified in
+the [Motiviaton](#motivation-why-is-this-cip-necessary).
+
+> Changing or modifying these requirements would require a Constitution change.
+> This section **MUST** be updated if or when the verbiage of the
+> Constitution, specifically related to the budgetary process, is modified.
+
+* A budget for ongoing maintenance and future development **MUST** be proposed
+  once per year. _Budgets **MAY** be proposed more frequently._
+* Withdrawals from the Cardano Treasury **MUST NOT** be permitted unless a
+  budget is currently in effect.
+* A budget proposal **MUST** specify the process to be used for overseeing use
+  of funds.
+* A budget proposal **MUST** designate one or more administrators who will be
+  responsible for the oversight process.
+* A _net change limit_ for the Cardano Treasury balance **MUST** be specified
+  prior to a budget being proposed or ratified.
+* A _net change period_ for the Cardano Treasury **MUST** be specified prior to
+  a budget being proposed or ratified.
+* A budget proposal (in aggregate with other proposals within the same time
+  period), **MUST NOT** exceed the _net change limit_.
+* A budget proposal **MUST** be denominated in Ada.
+* A budget **MUST** be proposed as an _Info Action_ on-chain and **MUST** only
+  be considered ratified after receiving approval from greater than 50% of
+  active voting stake from DRep voters.
+
+### CIP Budget Requirements
+
+The following requirements are only specified here, within the context of the
+CIP process. Individual requirements **MUST** include a rationale and any
+changes or modification (versioning) of these requirements should follow the
+same criteria as specified within
+the [Acceptance Criteria](#acceptance-criteria).
+
+#### Rule: No (Governance) Leverage Allowed
+
+##### Definition
+
+Budget administrators **MUST NOT** utilize the Cardano Treasury funds, those in
+their custody as part of the budget management and administration process, to
+participate in any governance including but not limited to staking or delegating
+to network validator(s), on-chain governance, or off-chain governance (Project
+Catalyst).
+
+##### Rationale
+
+Budget administrators or custodians have a fiduciary responsibility to the
+Cardano Community to faithfully oversee and administer the distribution of
+withdrawn Treasury funds pursuant to the ratified budget. This may result in the
+custodian(s) being in possession of large sums of Ada while awaiting milestone
+completion for contracts.
+
+Staking these custodial funds is problematic for a number of reasons:
+
+1. Fairly selecting which stake pool(s) would receive delegation presents
+   substantial administrative burden on the budget administrator.
+2. Pool(s) receiving delegation may be harmed by approaching or becoming
+   saturated from this ephemeral delegation, prohibiting the growth of
+   long-term, sustainable delegation.
+
+Using custodial funds in governance is similarly problematic:
+
+1. Given on-chain governance actions may include the approval of future budgets
+   or spending that would directly benefit the administrators, there is a clear
+   conflict of interest in using custodial Ada for on-chain governance.
+2. The custodial Ada held by the administrator is on behalf of the entire
+   Cardano community. It would be impossible to fairly and accurately represent
+   the will of the entire community through any on- or off-chain governance
+   systems.
+
+<hr />
+
+#### Rule: Administrator Transparency
+
+##### Definition
+
+Budget administrators and custodians **MUST** be non-anonymous, legally
+recognized, public entities with a publicly disclosed board of directors and/or
+responsible parties.
+
+##### Rationale
+
+Individual budgets are likely to account for large amounts of value both in Ada
+and fiat computation. The responsible parties to manage and oversee the budget
+process should be publicly disclosed to bring confidence and accountability to
+the Cardano community.
+
+<hr />
+
+#### Rule: Radical Transparency
+
+##### Definition
+
+Budget allotments earmarked for specific purposes (buckets) **MUST** be kept
+separate and **MUST** be kept in secure, publicly disclosed addresses until
+disbursed as part of the normal budget process.
+
+##### Rationale
+
+If a single custodian is responsible for multiple facets of the budget (core
+development and research, for example) then it is imperative that the community
+be capable of auditing the funds distributed from the Treasury to the custodian
+and subsequently to contractor(s) engaging in work as part of the budget
+process. Co-mingling (pooling) funds from various buckets decreases transparency
+and should not be tolerated.
+
+<hr />
+
+#### Rule: Conflict Resolution
+
+##### Definition
+
+A budget proposal **MUST** define a jurisdiction and conflict resolution clause.
+Custodial funds **MUST NOT** be used for court or legal expenses by the
+administrator without an explicit _governance action_ authorization from the
+Cardano Community following the same criteria as budget approval.
+
+##### Rationale
+
+By defining a _forum selection clause_ within the scope of the
+community-approved budget we can reduce uncertainty for both the administrators
+and the community should a conflict or dispute arise.
+
+<hr />
+
+#### Rule: Administrator Fees
+
+##### Definition
+
+A budget administrator and custodian, in total, **MUST NOT** charge more than 5%
+of the total budget amount for administrative costs. All administrative costs
+**MUST** be defined as part of the budget proposal.
+
+##### Rationale
+
+It is imperative that the withdrawn Treasury funds be protected from exorbitant
+or malicious administrative costs that severely deplete the spendable funds. In
+alignment with the goal of community transparency, it's important that all
+administrative costs of budget management be disclosed as part of the budget
+process.
+
+<hr />
+
+#### Rule: Applicable Period
+
+##### Definition
+
+A budget proposal **MUST** specify its validity period. A budget proposal
+**MUST NOT** have a validity period longer than _net change period_ time.
+
+Treasury withdrawals referencing a specific budget **MUST** occur within the
+budget's specified validity period.
+
+##### Rationale
+
+Given that governance actors (DReps and CC) are tasked with ensuring that
+treasury withdrawals align with a specified budget and do not change the
+Treasury balance by greater than _net change limit_ within _net change period_
+and that there may be one or more budgets active at any given time, it is
+imperative that a given budget proposal specify the time period during which it
+should be considered valid.
+
+This provides an easy first point of indexing for governance actors to verify
+withdrawal validity and also prevents treasury withdrawals against historical
+budgets outside their validity period.
+
+<hr />
+
+#### Rule: Maximum Spend and Surplus Definitions
+
+##### Definition
+
+A budget proposal **MUST** define an absolute maximum spend amount (denominated
+in Ada). If a budget is delineated into one or more spending categories
+(buckets) then the budget **MUST** specify a maximum spend per category in
+addition to a maximum spend for the total budget. A budget proposal **MUST**
+define what will be done with any surplus funds at the end of the budget
+validity period. A budget proposal **SHOULD** propose to return surplus funds to
+the Treasury.
+
+##### Rationale
+
+Given that budgets are generally estimated ranges of spending, it is possible
+that multiple withdrawals may be made against the same budget throughout its
+validity period. To increase transparency, a budget must define the maximum
+amount that may be spent against the entire budget and any specifically
+earmarked categories or buckets.
+
+Given that withdrawals will likely be made in large quarterly or semi-annual
+batches, it is critical that a budget proposal address the plan of action should
+there be any surplus funds remaining at the end of the budget validity period.
+It is recommended that budget proposers should return any surplus funds to the
+Treasury so these funds may recirculate into future budgets, but this is not
+mandatory to leave room for creative surplus management strategies to be
+developed and/or proposed.
+
+<hr />
+
+#### Rule: Withdrawals Reference Budgets
+
+##### Definition
+
+Every _Treasury Withdrawal Action_ **MUST** reference a ratified and currently
+valid _Budget Info Action_.
+
+##### Rationale
+
+To avoid strange edge cases where a Treasury Withdrawal may be invalid or over
+budget compared to the previous year's budget but become valid once a new budget
+goes into effect, we require that all withdrawals must explicitly reference the
+budget against wish they seek to draw. This also simplifies future auditing of
+budgets and withdrawals as they can be easily cross-referenced.
+
+<hr />
+
+#### Rule: Decentralized Processes
+
+##### Definition
+
+To promote equitable access to Treasury funds and mitigate risk, no singular
+entity **SHOULD** be administrator for more than 85% of any budget or budget
+category. The remaining balance **MAY** be assigned to an alternate
+administrator as part of the budget proposal or **MAY** be left unassigned and
+left to community determination via direct _Treasury Withdrawal_ proposals.
+
+##### Rationale
+
+The entire point of trustless and decentralized systems like blockchain and 
+cryptocurrency is to achieve security through decentralization and ensure that
+access remains permissionless. This principle must be carried forward with 
+respect to budget processes and access.
+
+While "centralized" orchestrators and administrators can be much more efficient
+in sourcing vendors and managing milestones, this also creates a danger where
+vendors may be unfairly discriminated against by said orchestrator.
+
+By reserving some amount of overall budget allocation to be managed either by
+an independent administrator(s) or directly via on-chain community governance
+we can ensure that there is always some amount of funding available to every
+actor within the ecosystem.
+
+## Rationale: how does this CIP achieve its goals?
+
+This CIP achieves its goals by providing steering and direction to budget
+proposers and a clear set of rules that the community and governance entities
+(DReps + CC members) may use to judge the quality and completeness of any
+proposed budget.
+
+The primary goal of this CIP is to serve as a living document that can grow,
+change, and adapt with the Cardano community over time. It is the hope that
+rules will be added, removed, and modified to suite the specific and evolving
+needs of the community.
+
+## Path to Active
+
+### Acceptance Criteria
+
+To be accepted and considered ratified, both this initial CIP and any subsequent
+changes or modifications to it **MUST** follow the following procedure.
+
+While any future edits or modifications to this initial CIP are being made, the
+previous version shall be considered to be in force and active until such time
+as this CIP is formally repealed, modified, or replaced.
+
+#### Procedure
+
+1. **Community Feedback**: The proposed changes **MUST** be publicly published
+   and socialized for a period of not less than 30 days. This provides
+   sufficient time for community feedback, criticism, and refinement.
+2. **On-Chain Ratification**: Following the community feedback phase, an _Info_
+   governance action must be submitted to the chain. This Info Action **MUST**
+   contain the unaltered and final version of
+   the [Specification section](#specification) of this CIP. The _Info Action_
+   may be considered ratified when it achieves the same criteria as the current,
+   on-chain, Constitutionally-mandated requirements governing adoption of a
+   _Budget Info Action_.
+3. **CIP Merging**: The current (or newly proposed) version of this CIP **MUST**
+   only be merged once on-chain ratification (and subsequent proof) have been
+   provided by the author(s) to the CIP Editor panel.
+
+### Implementation Plan
+
+N/A
+
+## Copyright
+
+This CIP is licensed
+under [CC-BY-4.0](https://creativecommons.org/licenses/by/4.0/legalcode).
+
+[RFC2119]: <https://datatracker.ietf.org/doc/html/rfc2119> "RFC 2119: Key words to indicate requirement levels"