# Who may change the rules

A governance score asks what the token can do. A prior question is who may change what the token is
allowed to do, and how easily. An organisation can publish an amendment that is lawful, properly
noticed and still decisive: the protection a holder thought they had was a default, and the default
moved.

This note describes how an amendment is read, publishes one worked pair, and states the limits.

## What an amendment record contains

For each instrument changed:

- **The instrument and the clause.** Which document, which section, what it said before.
- **The authority path to adopt.** A token vote, a board resolution, an operator decision — named, with
  the threshold and the notice period the publisher states.
- **Who may amend it afterwards.** This is the part that usually matters more than the text of the
  change: an amendment that moves future amendments from a vote to a resolution changes the default for
  every subsequent change.
- **What the token retains.** The matters still reserved to a vote, quoted.
- **The reversal path.** Whether a change can be undone, by whom, and at what cost.
- **When it takes effect**, and any publication obligation attached.

Two instruments read in the same week are published as a pair, because a reader asking "who may change
the rules here" needs both, side by side, with the authority each claims.

## Worked pair — ENS Foundation, read 2026-11-04

**1. Investment Policy Statement, Amendment No. 2** (draft social proposal, `discuss.ens.domains/t/22515`,
posted 2026-10-27). The IPS as adopted in June 2026 states that only a DAO vote can change the policy
and names the Meta-Governance Working Group as oversight body. The amendment:

- lets the **Board adopt future amendments by resolution of four of five Directors**, after a minimum
  7-day forum discussion with a written rationale, with adopted amendments disclosed to the DAO;
- replaces **MetaGov as oversight body and as counterparty to the Endowment Manager**, including the
  Section 8 power to terminate the manager or direct a wind-down;
- **keeps** the Minimum Runway, any withdrawal that would breach it, and Section 3 itself, reserved to
  a DAO vote;
- states the DAO **may reverse any Board amendment by Social Proposal**.

Its own adoption needs a token vote: "This Amendment takes effect when the ENS DAO Social Proposal
adopting it passes."

**2. Bylaw 16, annual and interim budgets** (`discuss.ens.domains/t/22518`, notice posted 2026-10-30).
Amended **by the Board on 2026-10-29**; the notice states "No tokenholder vote is required". It sets a
deadline for the annual budget and lets the Board adopt a capped interim budget when a financial year
begins before one is in place. Effective **2026-11-07**. The notice cites Bylaw 17 — an amendment that
removes or reduces a tokenholder right or protection takes effect only after seven clear days'
publication — and adds: "The Board decided to treat this amendment that way as a precaution."

Read together: one change is already made and waits out a publication period; the other needs a vote
and would move future equivalents from a vote to a resolution. Neither removes the Social-Proposal
reversal path.

## Limits, stated

- The record takes the **publisher's own account** of what an amendment does. Where the notice
  characterises whether a protection is removed, that characterisation is quoted, not adopted.
- The Bylaws and the IPS are not published in the threads, and no corporate filing was examined. The
  record says so rather than implying a document read it did not perform.
- It does not adjudicate whether either amendment is lawful, and it makes no recommendation on how any
  holder should vote.
- A document amendment moves no GSA cell by itself. It reorganises authority among the parties named in
  the documents; whether a token holder can enforce anything is still read from the contracts.

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