Tokenholder Proposal - Updating the Council program and Adopting by-laws


Ahead of transitioning additional assets and programs to the Orca DAO, the community would benefit from adopting formal rules for participation. The existing governance program is limited to on-chain thresholds for proposals. Off-chain activity, including discussion periods, disclosure, and elections, will also need to be enforced through a standard set of rules.

This proposal suggests implementing governance bylaws prepared and adopted by the Orca Foundation to add rules for participation in the Orca DAO. In doing so, the ORCA tokenholder community can improve the structural integrity and participation guidelines for the DAO, laying the groundwork for additional assets to be transitioned. This proposal will also update the existing Council program to improve the accessibility of on-chain proposals for election purposes.

Note: Reverie did not draft these governance bylaws. They were prepared and adopted by the Orca Foundation. We were made aware of the document through our work with the Orca Foundation. With this proposal, tokenholders are voting to decide if the DAO should implement the rules defined in these by-laws.


The Orca DAO was formed through the deployment and adoption of an on-chain governance program. This program is used to enforce a set of parameters for governing assets and contracts maintained by the DAO. The parameters define the thresholds and settings for governance proposals, like proposal quorums and voting periods. These parameters sit within the on-chain governance program.

As it stands, the Orca DAO is bound exclusively by the on-chain program and its relevant parameters. We believe that the ORCA tokenholder community would benefit from adopting additional written guidance and rules of conduct for governance. Beyond the on-chain parameters, these rules can serve for maintaining off-chain principles and standards of the DAO. The Orca DAO is made up of multiple stakeholders including tokenholders, protocol contributors, and ORCA tokenholder community members. It’s important that we all collectively agree on a standard set of rules for governing the protocol, not just those defined by the on-chain program.

The governance bylaws prepared and adopted by the Orca Foundation outline the existing framework used by the governance program, including on-chain parameters, voting populations, and the role of the Orca Council. Importantly, the bylaws include guidance for off-chain governance participation, enforcing standards for proposal discussion periods and the election of Council members.

We propose formally adopting the bylaws to serve as additional rules for governance of the Orca DAO. The DAO will be governed by the rules outlined in the bylaws. Going forward, all changes to the bylaws must be approved through a governance vote as set forth in the bylaws.


DAOs typically focus exclusively on the on-chain parameters needed to establish governance thresholds. These thresholds play an important role in securing the integrity of the DAO and the assets held by the protocol. Once established, little more is done to formalize participation guidelines. Suggestions might be shared, but no formal rules are adopted to hold participants accountable. The result is often a lack of structure and understanding among participants in the DAO.

The bylaws provide a formal structure for participating in the Orca DAO with established rules and guidelines. In doing so, the ORCA tokenholder community improves coordination across participants. It also improves accountability among governance contributors, including the Orca Council. Overall, the bylaws add an additional layer of structural integrity to the Orca DAO, one that supplements the on-chain program.


It will be up to the community to adopt and maintain this document. By approving this proposal, the ORCA tokenholder community agrees to abide by the rules outlined in the bylaws, and agrees to continue maintaining the bylaws in response to changes to the DAO and/or governance framework.


The initial bylaws prepared and adopted by the Orca Foundation can be found here: Orca Bylaws (16 November 2023).pdf - Google Drive

If this proposal is adopted by ORCA tokenholders, then the document will be added to the Governance UI for reference.

Changing or Updating the bylaws

All updates and changes to the bylaws will require an additional governance proposal approved through a governance vote as set out in the bylaws.

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)


We propose that Orca adopts the bylaws shared above as formal rules for participation in the Orca DAO. If approved, the bylaws will be added to the Governance UI for reference and all Orca DAO participants will be held accountable to participation within the rules outlined in the bylaws. Changes to the bylaws will be enacted through additional governance proposals as set forth in the bylaws.

The proposal will also update our governance parameters for the Council Token program. If approved, the ORCA tokenholder quorum will be reduced and Council members will be allowed to submit and vote on proposals. The goal is to make election proposals more accessible, streamlining the process for the ORCA tokenholder community to govern the Council and appoint/revoke its members.

We look forward to feedback and comments from the community.


What is keeping the current Council from running for re-election every year and voting yes on all current Councilmember re-elections, essentially locking all power with the current Council if they wanted?

There should be some sort of check to ensure that the current seven aren’t the permanent council, right? Maybe I missed it, but what is that check in the by-laws?

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I found my answer in Article - Tokenholder Removal.

When a saying such as “The Tokenholders may submit a Tokenholder Proposal…” I see that Tokenholders is plural. #1 Does that mean that the 1 million ORCA can come from multiple wallets? Because “tokenholders” don’t share one wallet. Am I understanding that correctly?

Example: Article 4.2.4 says “As soon as a Council Proposal is submitted on-chain, Tokenholders may vote to veto the proposal during its voting and cool-down periods as set forth in Article 4.2.3.”

#2 Can I, with < 1 million ORCA, start the vote to veto a Council proposal and try to recruit others to join the cause? If so, how is that done?

@cbergz Carl can you answer my questions?

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Lastly, I don’t mean to be a bother. I just don’t see a lot of discussion with these very important topics coming from tokenholders or Orca Leaders/Council so I want to ensure there is some form of oversight going on. It seems like all proposals are rubber stamped through. Maybe that’s cause they’re good proposals? Maybe that’s cause outside like 20 people no one cares?


hey @MilkMan,

Appreciate you reviewing the doc and sharing questions. Here’s my understanding of the setup.

  1. As it stands, the governance program needs one wallet holding sufficient ORCA to meet the threshold for submitting a proposal. The Solana Labs team are working on improving that process with aggregated delegations. This will allow multiple tokenholders to accumulate voting power into one wallet to submit the proposal. For now, you’re understanding is right though – proposals are submitted by one wallet with enough ORCA.

  2. Submitting a veto vote is enabled as soon as a proposal goes live, and remains available until the end of the cool-down period. Tokenholders don’t need a separate veto proposal, they just need enough veto votes to meet the quorum for stopping the original proposal.

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Thanks for the reply @cbergz .

I think my comment about using the phrases such as, “The tokenholders may submit a Tokenholder Proposal…” being misleading still stands. By definition, I am a tokenholder. These statements imply that I, as a tokenholder, “may submit a Tokenholder Proposal” but in reality that is not possible. I have to search elsewhere in the by-laws to learn that I, as a tokenholder, don’t meet the minimum threshold requirements so I may not actually submit a tokenholder proposal.

So it gets very confusing when language is repeatedly used saying I can do something only to read elsewhere in the document I cannot do that exact thing that it said I could do elsewhere.

I’d recommend making the wording more clear and accurate. Maybe updating the bylaws once Solana Labs actually institutes its multi-wallet voting functionality? Because until that’s live, the by-laws seem misleading.



ok I think we should have decendant ecosystem airdrop plan to enlarge the eco map