Tokenholder Proposal - Correcting Technical Error in Proposal to Update Council Program


On December 14, 2023, the ORCA tokenholder community passed a proposal to adopt governance bylaws and upgrade the Council program configuration with over 2 million ‘yes’ votes. The initial proposal can be read here. Accordingly, the bylaws have been adopted effective December 14, 2023. Unfortunately, due to a technical glitch, the instructional data needed to upgrade the Council program was not successfully included with the proposal and, therefore, the program did not automatically update upon passage of the proposal.

Pursuant to Article 4.3 of the bylaws, the Board of Directors of Orca Foundation is required to implement proposals passed by ORCA tokenholders. The technical glitch does not invalidate the portion of the proposal authorizing the upgrade of the Council program. Therefore, the Board is obligated to implement the upgrade. Due to the configuration of the current governance program, the only way to accomplish this is to resubmit the proposal with 2 million ORCA tokens. To that end, the Board has authorized Orca Foundation to allocate 2 million ORCA tokens from the treasury to resubmit the Council program upgrade portion of the proposal so that it can be properly implemented.

To be very clear, this action does not mean that the Orca Foundation is using ORCA tokens to cast a governance vote. Rather, the tokens are being used to implement a successful tokenholder proposal, as required under the bylaws. Under normal circumstances, Orca Foundation would never vote for or against a proposal. The Orca protocol is committed to a governance model that is fair, transparent, and tokenholder-driven. The only reason the Board has authorized this action is to carry out the will of the tokenholders who voted in favor of the original proposal. Additionally, these tokens will not come from the community treasury, but from the ORCA controlled by the Board per the bylaws.

As a reminder, here is the language from the original tokenholder proposal that describes the Council program upgrade:

Council Program Configuration

This proposal will reconfigure the governance parameters for our existing Council token program in line with the bylaws. Council members will be allowed to submit proposals and vote on them independent of ORCA tokenholders, but still be subject to veto-ing by ORCA tokenholders. This will permit the Council to submit election slates for voting both through Council votes and for tokenholder voting.

Additionally, we are lowering the quorum needed to submit tokenholder proposals for Council upgrades. The goal is to make re-election proposals more attainable for community members.

The existing parameters are set to:

Voting time: 10 days

Cool-off time: 4 days

Tokenholder proposal minimum: 1,000,000

Tokenholder approval quorum: 2,000,000

Tokenholder veto quorum: N/A

Council proposal minimum: Not permitted

Council approval quorum: Not permitted

Council veto quorum: N/A

These parameters will be changed to:

Voting time: 10 days (unchanged)

Cool-off time: 4 days (unchanged)

Tokenholder proposal minimum: 500,000

Tokenholder approval quorum: 2,000,000 (unchanged)

Tokenholder veto quorum: 5/7 (5 council members can veto a tokenholder proposal)

Council proposal minimum: 1 (1 council member can submit a proposal)

Council approval quorum: 5/7 (5 council can pass a proposal)

Council veto quorum: 2,000,000 (2% ORCA needed to veto a council proposal)

Governance Process

On or around January 25, 2024, Orca Foundation will delegate the necessary ORCA tokens to Reverie to re-submit the Council program update portion of the proposal. There will be no changes to what was adopted by the community in December. The voting period will last for 10 days. Orca Foundation will submit 2 million ORCA tokens so that the proposal meets quorum. Tokenholders will have the opportunity to vote ‘no’ on this proposal, and if more than 2 million ‘no’ votes are cast, then the Council upgrade program will not be approved and implemented. Otherwise, the proposal will undergo a cool-down period of 4 days before it is automatically implemented.