# Tokenholder Proposal: Resourcing Orca for Its Next Phase **URL:** \ **Category:** Governance Proposals\ **Created:** [September 29, 2026, 12:36pm UTC](https://forums.orca.so/t/tokenholder-proposal-resourcing-orca-for-its-next-phase/1281 "2026-09-29T12:36:12Z")\ **Posts on this page:** 2\ **Page:** 1
**Author:** ![Cortina](https://yyz2.discourse-cdn.com/flex036/user_avatar/forums.orca.so/cortina/32/46_2.png) [@Cortina](https://forums.orca.so/u/Cortina)\ **Post date:** [September 29, 2026, 12:36pm UTC](https://forums.orca.so/t/tokenholder-proposal-resourcing-orca-for-its-next-phase/1281/1 "2026-09-29T12:36:12Z")
**Summary** If passed, this proposal will: (i) update the distribution of protocol fee revenue generated by Orca’s autonomous, open-source smart contracts (the “Protocol Fees”) so that, going forward, (A) 10% funds programmatic ORCA purchases deposited as rewards into the xORCA liquid staking contract (the “xORCA Pool”), (B) 10% flows to an account managed by the initial development team (the “Team”) dedicated to open-market ORCA buybacks (the “Buyback Account”), and (C) 80% funds the Team’s ongoing development, operations, and growth of the protocol; (ii) transfer all the ORCA tokens in the[ORCA community treasury wallet (GwH3Hiv5mACLX3ufTw1pFsrhSPon5tdw252DBs4Rx4PV)](https://solscan.io/account/GwH3Hiv5mACLX3ufTw1pFsrhSPon5tdw252DBs4Rx4PV) (the “ORCA Treasury”) to a Team-controlled account (the “Strategic Account”), to be deployed only toward acquisitions of teams, products, or protocols; (iii) transfer all the SOL in the[ORCA community fee treasury (DWo8SNtdBDuebAEeVDf7cWBQ6DUvoDbS7K4QTrQvYS1S)](https://solscan.io/account/DWo8SNtdBDuebAEeVDf7cWBQ6DUvoDbS7K4QTrQvYS1S) (the “Fee Treasury”) to the Team for treasury management and deployment in DeFi, including validator staking, liquidity provision, and yield strategies, with all principal and proceeds remaining on the Team’s balance sheet in service of the protocol; (iv) dissolve the Council, and move to a pure ORCA community approval structure for governance matters, paired with a more transparent semi-annual business disclosure regime; and (v) establish a registry of identified ORCA tokenholders (“Identified Tokenholders”) to give the Team and other governance participants a direct line to the ORCA tokenholder community and clearer visibility into future governance proposals. **Description** Orca is still a startup. While the protocol has been very successful at establishing itself as a premier venue for secondary trading on Solana, staying competitive and building for where the market is going will require significant work. The protocol has processed over $530B in trade volume and has been leveraged by its liquidity providers to generate hundreds of millions in fees, and the Team has shipped the Liquidity Terminal, Adaptive Fees, Wavebreak, xORCA, and many other feature updates since ORCA tokenholders approved the sweeping April 2025 funding and tokenomics proposal. That proposal also set the initial Protocol Fee split of 20% to xORCA buybacks, 30% to the Fee Treasury, and 50% to the Team, which the Council later adjusted by raising the xORCA share from 20% to 40% and reducing the Fee Treasury share to 10% to capitalize on identified market inefficiencies at the time. Notably, ORCA holders who have participated in xORCA since launch have earned over a 65% return as a result. Two things have changed since then. First, the current economics do not work to scale. Half of every dollar Orca earns leaves the operating business before the Team can leverage it to scale the protocol and business with engineers, growth, audits, or partnerships. A business directing half of its revenue away from operations is a utility company, not a technology company targeting a more ambitious future for itself. Orca is in a unique position to be a marquee player in a rapidly evolving capital markets environment, but it cannot achieve its full potential on a hamstrung operating budget. Second, a concrete opportunity has appeared. The Team has negotiated terms to acquire a leading Solana DeFi protocol to combine product lines, engineering teams, and go-to-market. The combination brings in new engineers, a credit and yield product line that Orca does not have today, a diversified revenue base that reduces dependence on spot trading volume, and approximately 50% TVL growth. Executing on it requires capital the ORCA community currently manages and the Team currently cannot access. The Council has preliminarily approved this transaction and intends to formally approve it if this ORCA tokenholder proposal is successful. This proposal asks ORCA tokenholders to move those resources to the Team, keep meaningful ORCA buybacks in place, and simplify governance so the ORCA community can move at the speed the next phase requires. Each component is described below. **Updated Protocol Fee distribution (10 / 10 / 80)** Under the new Protocol Fee split, ORCA tokenholders retain two token staking/incentive structures funded with 20% of Protocol Fees: - 10% continues to flow programmatically into the xORCA Pool as staking rewards, using the existing buyback mechanism. - 10% flows to the Buyback Account. The Team will execute open-market ORCA purchases from this account at its discretion, with the same 2% of 30-day average volume daily cap the Council adopted in July 2025. Purchased ORCA will be burned, deposited into the xORCA Pool, or used for contributor grants subject to at least a one-year cliff and four-year lock. The remaining 80% funds the ongoing operations of the Team. This brings Orca in line with a venture-stage software business allocating revenue, giving the Team a budget that scales with the protocol’s success. **Strategic Account** The ORCA Treasury currently holds approximately 14.2M ORCA. This proposal moves all of the ORCA Treasury to the Strategic Account. Every deployment from the Strategic Account requires a written summary posted to the ORCA governance forum within 14 days of close. Acquisition targets include teams and protocols that add engineering capacity, new asset classes, or distribution to Orca. **SOL treasury management** The Fee Treasury currently holds approximately 70k SOL, most of it staked in the Orca Validator pursuant to the approved July 2025 governance proposal. This proposal moves all of the Fee Treasury to Team control, which lets a single operator manage validator stake, liquidity, and yield alongside the operating budget rather than through separate governance actions for each decision. **Council dissolution** The Council has served its purpose of streamlining operations of ORCA tokenholder governance, but with the large changes needed on the horizon, we propose moving to a pure ORCA tokenholder governance approval process for the protocol. Furthermore, after implementation of the foregoing matters, ORCA tokenholder governance would be limited to proposing and approving dilution of ORCA by minting additional tokens. **Identified Tokenholder Registry** With the removal of the Council, establishing a registry of informed Identified Tokenholders will give the Team and other protocol participants a direct line to the ORCA tokenholder community so that those who elect to participate receive meaningful protocol and Team updates. After this proposal passes, a form will be shared through which ORCA tokenholders may submit their information (e.g., contact information, proof of ownership, etc.) to become Identified Tokenholders. Identified Tokenholders’ information will be kept confidential pursuant to a privacy notice delivered with the form and will only be used by the Team to communicate with Identified Tokenholders. **Objectives** This proposal seeks to: - give the Team the operating budget and balance sheet to scale product and engineering at the pace the current dynamic DeFi market now demands as it emerges into a phase of institutionalization; - preserve ongoing ORCA buybacks through the xORCA Pool and Buyback Account while reducing the fee burden on operations; and - simplify governance so that the ORCA community’s remaining decisions can be made and executed quickly. **Risks** - **Concentration of control** : This proposal moves the majority of ORCA community assets to Team control. Mitigated by public wallets and ongoing reporting. - **Reduced xORCA yield** : Cutting the xORCA allocation from 40% to 10% lowers near-term staking rewards. Mitigated by the Buyback Account (which may also feed the xORCA Pool) and by the expectation that a better-resourced Team grows the absolute fee base. **Reporting** The Team commits to a semi-annual report on the governance forum covering Buyback Account purchases (tokens, cost, average price, disposition) and Strategic Account deployments and remaining balance. The first report will cover the six-month period in which this proposal passes. **Conclusion** The April 2025 proposal gave the Team enough runway to keep building and growing the fee base of the protocol. This proposal finishes that work. It puts Orca’s balance sheet where the operators are, keeps buybacks flowing to tokenholders, and funds a combination that gives Orca engineers, products, and revenue lines it would otherwise take years to build. We are asking ORCA tokenholders to support the Team with the flexibility and resources required to run Orca like the business it can, and must, become. By passing this proposal, ORCA tokenholders request Orca Foundation, its Board of Directors, and the Council to take any and all actions they deem necessary or appropriate to implement each component of this proposal, including amending the Bylaws, restructuring the business, and authorizing the transfers described above. **Council Discussions and Approval** This proposal was discussed during the Council meeting convened on 24 September 2026. All Council members unanimously voted in favor of this proposal and endorsed the submission of it for an on-chain tokenholder vote. **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 tokenholder 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 Contracts Governance[account](https://governance.orca.so/dao/ORCA/treasury/v2) (4rxdK…6WNGt). The account contains the following voting parameters: - **Voting Period** : 5 days - **Tokenholder Threshold** : 3,000,000 ‘yes’ votes - **Veto Threshold** : 4 Council votes - **Cool-down Period** : 2 days _Execution_ If the proposal passes and the veto threshold is not met during the cool-down period, its contents will be implemented by Orca Foundation, its Board of Directors, and the Council in accordance with Article 4.3 of the Bylaws, including through any amendments to the Foundation’s governing documents required to effect the Council dissolution. ---
**Author:** ![chmelevsky](https://avatars.discourse-cdn.com/v4/letter/c/e0b2c6/32.png) [@chmelevsky](https://forums.orca.so/u/chmelevsky)\ **Post date:** [September 30, 2026, 5:28pm UTC](https://forums.orca.so/t/tokenholder-proposal-resourcing-orca-for-its-next-phase/1281/2 "2026-09-30T17:28:25Z")
This proposal seems to be very harmful to current Orca holders in multiple ways. First of all, Orca is, amongst other use-cases, a governance token. Hence, its’ ability to cast a vote on the future of a protocol is a big part of its’ value. As far as i see it, this proposal practically eliminates Orca governance utility by dissolving the Council and limiting the set of topics on which tokenholders can vote to only dilution. This isn’t governance. This isn’t real utility. Second, spending up to 14.2 million (nearly 20% of total supply) of Orca tokens on acquisition of other projects might and will create immediate sell pressure even without possible dilution. Even if cliffs and vestings are applied. And the buyback speed/volume is reduced at the same time to counter that. Third, there is now a possibility of a future dilution in itself and the team has 20% of supply to vote for it and do whatever it wants with the newly created supply. Fourth, the staking rewards will be slashed by a factor of 4. Buybacks that are mentioned in the proposal have not really happened, please correct me if I’m wrong. Why exactly they will happen in the future if the same approach (i.e. buybacks are discretionary in timing and volume) is adopted? Fifth, how exactly does the team intend to keep the holder list up-to-date? What happens in case of transfers and many other scenarios? So, the Council is dissolved. The team manages all tokens, including 70k SOL and 20% of Orca supply, as it wants, and doesn’t consult with holders, only informs them twice per year. Also, the team will be able to enforce dilution to opportunistically purchase/acquire other projects at expense of long-term holders. This happens when xOrca yields drop to 10-15% p.a.. I honestly don’t see any good news for existing token holders. Except for the promise (not even a specific plan) for growth. What I see several red flags for the token’s future in this proposal, and zero green