Governance Council - Technical Proposal

Relevant Links:
Original Forum Post: Governance Council
Council Candidates Post: Governance Council Members
Council Signaling Proposal: Governance Council - Signaling Proposal
On-chain Vote/Approval of the Council Signaling Proposal: Realms

Disclaimer: This post is to serve as the final, technical approval of the proposal to launch a Governance Council. For discussions around Motivation and Purpose, please see the original forum post here.


This proposal will elect a Governance Council to represent ORCA tokenholders (the “Community”), advise and oversee Orca development teams and contributors, submit on-chain Orca protocol upgrades, and help maintain the protocol as Orca transitions core contracts to Community control. By executing this proposal, the Community will mint seven (7) ORCA Council Tokens and distribute them to the appointed members of the Orca Governance Council (the “Council”) as outlined below. Council Tokens will enable Council members to submit and vote on governance proposals within their own thresholds, subject only to proposal veto from the Community.


Orca will begin transitioning contracts to the Governance Program, giving the Community control over protocol upgrades, treasury spending, and more. To help manage this responsibility, this proposal contemplates the Community electing a Governance Council responsible for helping manage contract upgrades and advising protocol development teams and contributors.

Orca’s Governance Program will be established so that both the Orca Council and Community have the ability to submit proposals. The difference is in the voting populations for each proposal type, where the population for Council proposals is limited to Council members while Community Proposals are limited to ORCA tokenholders.

Control of the Orca Governance Program, and all contracts assigned to it, will ultimately and fully remain with ORCA tokenholders through Council proposal vetoes and Council Token burns (removing a Council member).

Council Structure

Item Value
Members 7
Proposal Quorum 4 of 7 Yes votes
Term Length 12 months
Compensation 30,000 USDC-SPL tokens per term, payable quarterly
ORCA Grant 35,000 ORCA tokens per term, payable at the end of each term
Early Resignation Notice 3 months

Council Objectives

Protocol Maintenance & Upgrade

Alongside the Community, the Council will help maintain and upgrade the underlying Orca protocol contracts. The Council will post proposals at the recommendation of the Orca protocol’s development teams to best support the maintenance and growth of the protocol, which will include reviewing upgrades and submitting technical proposals to perform the necessary changes.

Development Teams

The Council will be responsible for working with teams and individual contributors building on Orca, which will include (a) holding contributors accountable for protocol development and (b) issuance of ORCA allocations to hire and retain contributors.

Governance Program Growth

The Council will be responsible for advising the growth of Orca’s Governance Program as it evolves through this transition, which may include structural changes, like forming working groups and launching community initiatives and incentive programs (e.g., an Orca Grants Program), as well as treasury management, with opportunities to diversify and re-allocate the Community treasury to better align the financial health of the protocol.


The Council will report to the Community on a quarterly basis through a breakdown of activities within both the Council and development teams. All proposals, discussions, upgrades in development, and more will be shared for Community assessment.

Council Candidates

Hart Lambur
Founder, UMA Protocol
Address: DxFwaocUDzRE28gsBbkbXLJKcYRqvWa6PfHUaPisfkYX

Lakshman Sankar
0xParc & Personae Labs
Address: J97uzD7mqsJrXcAgCyyrHrfUUJNsoHoAouzYuQYsf9og

Larry Sukernik
Founder, Reverie
Address: Am4gvkE1W9ADrhMnJy1HFAum9M2aQLRAMLtNxN7dViQj

Chris Montagano
General Counsel, Orca
Address: AejbZoHb2qFLMB2FQNREUysUkbi7gZdGHj8HhuszyNr9

Min Teo
Partner, Ethereal Partners
Address: EU1X3NjiADqPSb1zfbttuve7G6C4qsZezRGbBECJuLZt

Wes Tang-Wymer
Founder, Room40
Address: C9xrnNSAZwYtsh5V5K9JMHHpkMh9SagLpeeU2rtqXfmN

Community Member, Orca
Address: HYb3BNnT8uBw38ubv2RvurBiGJwNLZWT5SRcRyM4fCtb

Council Secretary

The Council will have the right to retain a Secretary with the Community treasury to serve the following responsibilities on behalf of the Community:

  • attend Council meetings to record attendance and take minutes;
  • share meeting minutes with the Community; and
  • engage discussions between the Community and the Council

The Secretary will be appointed and removed through Council votes. For this role, we propose electing the following candidate that self-nominated here:

Ko-Wei Tseng
Dolphin Consultant, Orca


Below, we address technical details for the Governance Program and proposal instructions.

Council Governance Parameters

Proposal Threshold: 1,000,000 ORCA
Proposal Pass Threshold: 2,000,000 ORCA

Council Proposal Threshold: None, the Council cannot submit proposals on Council Tokens
Council Proposal Pass Threshold: N/A

Community Veto Threshold: N/A
Proposal Voting Period: 10 days
Proposal Cool-down (Veto) Period: 4 days

Governance Accounts

The Orca Governance Program was deployed to the following address: J9uWvULFL47gtCPvgR3oN7W357iehn5WF2Vn9MJvcSxz

The Upgrade Authority for this program is a governance account, which is held by the Governance Program:

Community Voting is assigned to the ORCA token contract:

Council Voting is assigned to the Council Token contract:

The Upgrade Authority for the Council Token contract is a governance account, which is held by the Governance Program:

In plain english, Orca deployed its instance of the Solana Labs built governance program, which is now managed through the Orca Governance Program. This means no changes can be made to the Governance Program parameters or underlying governance contract without a proposal. Community proposals can be executed through ORCA tokens, and the Council Token is managed through the Governance Program. Since the Orca Governance Program controls upgrade authority on the token contract, any changes to supply of Council Tokens must go through a proposal.

Proposal Instructions

The Council Token currently has a supply of 1. The existing token was created with the Governance Program launch to help govern initial parameters. This proposal will perform the following actions:

  1. Update the Council Token governance parameters outlined above
  2. Burn the existing Council Token in circulation
  3. Mint 7 new Council Tokens
  4. Distribute 1 Council Token to an address owned by each Council candidate

In doing so, the Orca Governance Program will have launched the Council by enabling these seven members the authority to submit and vote on Council proposals.

Proposal Summary

If approved, the Governance Program will mint seven (7) Council Tokens and distribute them to each of the Council candidate addresses identified above.


Council Update

Voting is now live on the above! Unfortunately, due to a UX limitation with Realms (Solana Labs’s governance program that we use), the proposal needed to be split into two separate on-chain proposals. We ask that voters please participate in both proposals to carry out all instructions described above and formally launch the Governance Council. The proposals have been separated with the following instructions:

Proposal 1: Governance Council - Technical Updates

This proposal will update the Council Token governance parameters to the following:

Proposal Threshold: 1,000,000 ORCA
Proposal Pass Threshold: 2,000,000 ORCA
Council Proposal Threshold: None, the Council cannot submit proposals on Council Tokens
Council Proposal Pass Threshold: N/A
Community Veto Threshold: N/A
Proposal Voting Period: 10 days
Proposal Cool-down (Veto) Period: 4 days

Proposal 2: Governance Council Token Mint

This proposal will revoke the existing Admin token used to execute Housekeeping proposals, and mint seven new Council tokens and assign them to our elected Council Members.

Happy to answer any questions on the above, I know this stuff can be confusing.