Governance Proposal - First Amendment to Bylaws

Governance Proposals
1

Summary

Pursuant to the ORCA tokenholder proposal that passed on 14 April 2025 (the “14 April 2025 Tokenholder Proposal”), this Council proposal seeks to formally amend the Bylaws of Orca Foundation (the “Bylaws”) to reflect the protocol changes adopted by the 14 April 2025 Tokenholder Proposal. If passed, this First Amendment to the Bylaws (the “Bylaw Amendment”) will (i) make the xORCA smart contract subject to ORCA tokenholder governance, (ii) memorialize the reduction in Council compensation adopted by the Council in Q1 2024, and (iii) incorporate several other updates in the Bylaws to reflect the matters adopted by the 14 April 2025 Tokenholder Proposal.

Description

This Bylaw Amendment, if passed, will update the Bylaws to reflect the matters adopted by the 14 April 2025 Tokenholder Proposal, including the following:

  • Smart Contract Governance: Add xORCA to the list of smart contracts subject to ORCA tokenholder governance and remove the autonomous AMM smart contracts.

  • Governance Portal Update: Update the Bylaws to reference Realms (https://app.realms.today/dao/ORCA) as the official governance portal, reflecting the DAO’s transition from depreciated legacy platforms.

  • Council Compensation Reduction: Memorialize the reduction in Council compensation framework adopted in Q1 2024, which set Council member compensation to the equivalent of KYD 50,000 in ORCA tokens, with its value based on the time-weighted average price (TWAP) of the ORCA Token over the ninety (90) days immediately preceding the first day of the then-current term.

  • Administrative Fixes: Update definitions and terminology used in the Bylaws to reflect the matters adopted by the 14 April 2025 Tokenholder Proposal.

Governance Process
Forum Discussion

This proposal will be posted here for a discussion period of at least 4 days before it is formally put to a vote. This period allows community members to review the details of the proposal and share feedback.

Voting

After 4 days, a Council member may submit the proposal using their Council Token to the Signaling Governance account (6d76J…4HUf9). The account contains the following voting parameters:

Voting Period: 5 days

Council Threshold: 4 ‘yes’ votes

Veto Threshold: 1,000,000 ORCA

Cool-down Period

This account also has a 2-day cool-down period, which begins after the initial 5-day voting period. In other words, if the proposal is passed after 5 days, the community will have an additional 2 days to veto it.

Execution

If the veto threshold is not met during the cool-down period, then the proposal will pass and its contents will be implemented.