Last Revised on October 21, 2024
The Protocol Council (the "Council") is a Council of the Board of Directors (the "Board") of the EigenFoundation (the "Foundation"), established under Article 17 of the Articles of Association of the Foundation and formalized pursuant to this Protocol Council Charter as detailed herein (the "Charter").
The Council will be comprised of up to eight (8) members (including the chair of the Council (the "Chair"), which shall initially be Jeff Commons, Principal Engineer of the Foundation) selected by the Board based on each member's expertise in smart contract engineering and/or security practices, the EigenLayer protocol, research and development in one or more aspects of the EigenLayer ecosystem, and other contributions to the EigenLayer community. The Foundation may implement eligibility screening as part of the appointment process for any member.
The Board or the Council by majority vote may remove or replace any member at any time, with immediate effect. Appointments to the Council shall confer a six (6) month term ending on June 1st and December 1st unless extended or otherwise provided by the Board. All Council members are required to enter into a participation agreement with the Foundation outlining their roles and responsibilities as members of the Council, and as Signers (as defined below). These roles and responsibilities shall include complying with the Foundation's Key Management Policy & Operating Procedures. The Board may fill vacancies on the Council from time to time.
Each Council member shall receive a number of EIGEN, USDC, or other assets equivalent to USD $15,000.00 for their Council participation during or at the completion of any 6-month term. This amount shall be subject to the terms and conditions, including any vesting and lock-up schedules, determined advisable by the Board in its sole discretion. The Foundation may approve a discretionary incentive payment to the Chair and/or Council members from time to time.
The Board may appoint natural persons or entities to serve as members of the Council, and a prospective Council member may, instead of being appointed by the Board in their personal capacity, direct that a legal entity which they solely own and control be appointed to the Council in their place.
The purposes of the Council are (i) to proactively safeguard protocol security; (ii) to review proposed EigenLayer Improvement Proposals and related upgrades ("ELIPs") to ensure they would do what they propose to do, advance the Protocol and support the continued growth of the EigenLayer ecosystem; and (iii) to support progressively decentralized governance of the EigenLayer protocol, consistent with the end state envisioned in section 10.
The Council shall have such other purposes, powers, and authorities as may be delegated to it by the Board.
The Council shall approve ELIPs only as would be consistent with its purposes, the objectives of the Foundation as provided in its constitutional documentation, and the principles set forth in their participation agreement.
The Council shall undertake to proactively consider security measures and review, and approve or reject, ELIPs impacting the design, specification, and operation of the EigenLayer protocol. If the Council determines to advance security or approve any ELIP, it shall undertake to approve and execute upgrades and/or take such other administrative actions for EigenLayer Core Contracts (as defined below) that are required to give effect to the security measure or approved ELIP, while complying with the Foundation's constitutional documents, this Charter, and any applicable policies and bylaws. The Council shall solicit, consider feedback, and report on security measures and ELIPs from and to the EigenLayer community.
The Chair shall be responsible for convening meetings, keeping minutes, sending Council approval notices to the Board prior to executing any onchain transaction(s), and coordinating execution of transactions necessary to give effect to approved ELIPs. The Chair shall convene a meeting of the Council at the written request of a majority of the members.
Any Council member that is a permanent resident of a non-U.S. jurisdiction may act as the executor on any Council-approved Transaction (as defined below) effected through the Council's multi-signature wallet ("Multisig") used to effect deployments, upgrades, and/or administrative actions (each a "Transaction") with respect to the EigenLayer Core Contracts identified in Exhibit A ("EigenLayer Core Contracts"). The Chair shall coordinate the Council's approval and execution of any Multisig Transaction only if the Council has previously approved the Multisig Transaction and provided notice to the Board. In the event that a Council-approved Multisig Transaction is not executed timely, the Chair shall have the authority to instruct any Council member to participate as approver or executor on the Multisig (each, a "Signer"), in accordance with this Charter, the Foundation's constitutional documents, and bylaws.
The Council will meet with such frequency as the Chair or it may determine advisable, in accordance with the ELIP process and requirements of EigenGov. Quorum for Council meetings shall be three (3) Council members present in person or virtually save where there are only two (2) Council members in place, in which case quorum for Council meetings shall be (2) Council members present in person or virtually.
The Council's approval of any security upgrade, ELIP, or other Council matter shall require a majority of the votes of the Council members present. In the event the Chair declares an emergency and provides immediate notice to the Board, the Chair may determine to treat any Signer's participation on a Transaction as an affirmative vote for the approved or executed Transaction. Each member shall be a key holder with respect to the Council's Multisig Wallet. The threshold Signers required for Transactions may be as few as three (3) members, unless the Chair and/or Council determine to require a higher number of Signers. In the event that the Council has fewer than three (3) members, the threshold Signers required for Transactions shall be at least the number of Council members. The Chair may appoint Foundation personnel to serve as temporary Signers on terms and conditions decided by the Chair.
The Council will regularly report to the Board on the Council's actions.
The Council may invite to its meetings non-Council members, including any persons the Council deems appropriate in order to carry out its responsibilities.
Prior to exercising voting and/or Multisig authority, the Council must review all relevant facts and circumstances among the members to determine whether a material conflict of interest may arise due to a member's family, social, financial, or professional interests or relationships ("Personal Interests"). A conflict of interest exists when a member's Personal Interests could compromise, or give the appearance of compromising, the member's judgment, decisions, or actions.
If a material conflict exists, the Council must take steps to ensure that its voting decision is based solely on the best interests of the Foundation and is not a product of such conflict. This may, and usually would, require recusal of any conflicted Council member from voting on the ELIP or Council matter.
The Council, at its discretion, may take such other action in good faith (in consultation with the Council's counsel, if necessary) which would serve the best interests of the Foundation.
The Council shall operate within the operating and service-provider budget provided by the Board through at least a bi-annual resolution.
Should any budget allocate EIGEN or other tokens to the Council, any Eigens or other tokens that are not expended will be returned to the Foundation at the Foundation's election upon termination of the budget period or Council. The Foundation shall maintain discretion, at all times, to transfer or not to transfer Eigens as part of the Council budget, and the Foundation may instruct the replacement of one or more Signers for any or no reason, with or without notice.
The Charter may be amended or terminated in writing by Board Resolution.
The Charter's effective version shall be maintained in Github, along with a dated version control (e.g., "Last revised as of [date]") at the top of the document.
The Council in its initial form is an important step towards responsible decentralization of EigenLayer governance. However, progressive decentralization will continue, and the ideal end state shares many of the same goals outlined by Optimism's Security Council Charter, among other projects, including that (i) no single party should be able to change or upgrade the EigenLayer protocol; (ii) decentralized participants should have mechanisms to organize themselves in accordance with EigenGov rules, custody their own key(s), and use their keys securely to effect Transactions dictated by the EigenLayer community, through EigenGov; (iii) emergency powers should be limited and rarely exercised, though a Council or other emergent organization may be authorized, ex ante, to act on behalf of the community in exigent circumstances; (iv) the influence and impact of malicious or negligent actors are mitigated through cautious EigenGov design and implementation; and ultimately, (vi) the Council in its current form should be made obsolete, reflecting our commitment to responsible decentralization and protocolized governance over time.
##Exhibit A
See the eigenlayer-contracts repository for a comprehensive list of EigenLayer Core Contracts. This repository is used for much of the development of new EigenLayer protocol features, which is managed primarily by Eigen Labs.contracts.md.