Scroll DAO Constitution

Overview

This is a revised version of the proposed Scroll DAO Constitution. You can find the full discussion relating to this proposal here.

Scroll DAO Constitution

This constitution (“Constitution”) sets out the key governance principles, guidelines and processes by which Scroll DAO shall operate. While the Constitution is intended to clearly outline the governance principles and processes of the Scroll DAO, it is recognized that this is a living document that will evolve given our commitment to staying curious and continuing to experiment with approaches that may develop over time as needed.

Article I: Governance Principles

The Scroll DAO shall adopt these key principles, which reflect its governance philosophy:

• Progressive Decentralization: With decentralization as our north star, Scroll DAO has embarked on a multi-year journey to bring that reality to fruition.

• Global, Inclusive Participation: Scroll DAO strives to build an intentional global community of builders and community members from all over the world, where everyone has a chance to contribute to the future of the Scroll ecosystem.

• Accountability: Scroll DAO prioritizes collaborative decision making that is fair, transparent, and accountable, whilst upholding the Scroll protocol’s best interests.

• Staying Curious: Scroll DAO aims to constantly embrace new ideas and push boundaries, while balancing this with focused and empirically informed decisions.

Article II: Governance Components

1. SCR Holders. Anyone can participate in the Scroll DAO through holding Scroll’s native token $SCR (“SCR holders”) via delegation to themselves or others, and by making proposals and/or voting on proposals put forth in the Scroll DAO’s forum and community channels.

2. Delegates. SCR holders who are unable to participate directly may choose to delegate their power to make proposals and vote on proposals to a Delegate of their choice, who would represent them in the governance process.

3. Smart Contracts. Several smart contracts are utilized to operate Scroll DAO’s governance processes. These include:

• Token: Tracks the balances of token holders and voting power of delegates.

• Governor: Provides the main access control logic of the governance system. Its primary job is to process proposals and their associated votes in order to determine whether they succeed or fail.

• Timelock: Receives instructions from the governor for successful proposals. Provides a time delay on proposals to give time for stakeholders to respond, should it be needed, then executes the instruction.

• Modules: Provide optional additional voting strategies (e.g. introducing multiple-choice voting proposals) to the governor.

• Security Council: A trusted multisig that has admin privileges over many parts of the system that require manual execution (non-emergency protocol upgrades) or to intervene as a last resort (emergency protocol upgrades).

The block addresses can be viewed on Scroll Scan here:

Contract	View on Block Explorer
Token	Scrollscan link
Governor	Scrollscan link
Timelock	Scrollscan link

4. Governance Facilitators. The Governor Manager and Governor Admin act as administrators to facilitate the governance processes of Scroll DAO and they have certain permissions on the Governor smart contract, which shall be exercised in the interest of the Scroll DAO and in good faith. See Article IV for more details.

5. Security Council. The Security Council is a committee of 12 members, who are signers of a multi-sig wallet and whose primary goal is to safeguard the security, integrity and efficient operations of the Scroll zkEVM rollup. See Article V for more details.

6. Scroll Foundation. Scroll Foundation, a Cayman Islands foundation company, serves as a steward for the Scroll DAO, and is a legal entity that facilitates operational and administrative objectives of the Scroll DAO. See Article VI for more details.

Article III: DAO Governance Proposal and Voting Procedures

1. DAO Proposal Types. The Scroll DAO may make proposals to enact decisions relating to the future of Scroll protocol.

Scroll DAO may make these 4 types of proposal:

• DAO Treasury Transfers (e.g. grants and DAO transfers)

• Changes to Governance Parameters (e.g. upgrade governor)

• Protocol Upgrades (e.g. non-emergency protocol upgrade)

• Social Ratifications (e.g. changes to this Constitution, updates to DAO governing documents and processes)

2. Proposal Drafting and Creation Phase. DAO proposals may be created in accordance with the following process:

• Any SCR holder or Delegate meeting the specified proposal threshold (a “proposer”) may draft proposals and put them up on the Scroll DAO forum for the community’s viewing and consideration.

• A proposal shall pass a ‘temperature check’ mechanism, which requires at least three endorsements from Verified Delegates and one endorsement from the Foundation on the Scroll DAO forum, in order to proceed.

• Any proposal that does not receive the required endorsements 5 days ahead of the next voting cycle, will be considered for the subsequent voting cycle. If a project does not hit the required number of endorsements within 2 voting cycles and wants to be considered in a future voting cycle, endorsements must be attained again in the two weeks leading up to the renewed attempt.

• For example, if a proposal was posted on the forum Jan 1 and did not get the required endorsements before Jan 27th, it is not eligible for the Feb 1 vote. If it receives the remaining number of endorsements before Feb 24th (25th in leap years), then it is eligible for the Mar 1st voting cycle. If did not get enough endorsements in Feb and wants to be considered in Mar, the proposal must receive the required number of endorsements in Mar.

• After passing the temperature check the Foundation’s Governance Team may choose to include the proposal in the next voting cycle, at their sole discretion and acting in good faith.

3. Voting Phase. After the proposal has been selected to be included in the next voting cycle, the voting period begins. The voting period will take place during a period of 10 days:

• Voting delay: This is a 3-day period that will occur once the proposal is first visible on the platform. Participants may acquire and delegate their votes during this period. At the end of this 3-day period, a snapshot is taken to show how much voting power each address has.

• Voting period: This is a 7-day period after the snapshot where participants can vote on the proposal.

4. Voting Quorum.

Parameter	Description	Value
Standard Quorum	% of total supply that must vote for, against or abstain for a standard vote proposal to meet quorum and proceed to voting	0.21% of total supply (i.e. 2,100,000 SCR)
Supermajority Quorum	% of total supply that must vote for, against or abstain for a supermajority vote proposal to meet quorum and proceed to voting	0.21% of total supply (i.e. 2,100,000 SCR)

5. Voting Approval Threshold. A proposal may require standard vote approval or supermajority vote approval, depending on the type of proposal. These are the description and parameters for meeting a standard vote approval or supermajority vote approval.

Parameter	Description	Value
Standard Vote Approval	% determined by: - votes cast as “For” the proposal; divided by - votes cast as “For” and votes cast as “Against” the proposal, in order for a standard proposal to be approved and proceed to execution	51%
Supermajority Vote Approval	% determined by: - votes cast as “For” the proposal; divided by - votes cast as “For” and votes cast as “Against” the proposal, in order for a supermajority proposal to be approved and proceed to execution	76%

A proposal shall meet the specified voting approval threshold stated in governor parameters. Currently, the voting approval threshold is set as follows:

Proposal Type	Voting Approval Threshold
DAO Treasury Transfer	Standard Vote
Changes to Governance Parameters	Supermajority Vote
Protocol Upgrade	Supermajority Vote
Social Ratifications (i) Changes to this Constitution (ii) Updates to DAO governing documents and processes	(i) Supermajority Vote (ii) Standard Vote

6. Execution Phase.

• In the event a proposal does not pass its approval threshold, it fails and nothing happens.

• In the event a proposal passes its approval threshold, one of two things can happen:

• Timelock execution (Onchain): Votes that can be executed by the timelock are sent to the Timelock contract to be passed. Thereafter, after it has been in the timelock for three days, it will be executed manually by the Governance Manager.

• Enacted by the relevant stakeholders (Offchain): Depending on what the proposal concerns, it could be enacted by the relevant party (i.e. Security Council, Foundation Governance team, etc.).

Article IV: Governance Facilitators

1. Governor Manager and Governor Admin. The Governor Manager and Governor Admin are multi-sig wallet addresses that have been given additional permissions on the Governor smart contract to facilitate the governance processes of Scroll DAO.

2. Governor Manager. The Governor Manager has the ability to create proposals regardless of whether its voting power meets the proposal threshold. The Governor Manager is controlled by the Foundation’s governance team. This team works with and acts on behalf of and in the interest of the Scroll DAO in good faith.

3. Governor Admin. The Governor Admin shall have the ability to enable, disable and modify certain governance processes and parameters in the interest of the DAO and acting in good faith. The Governor Admin will be controlled by the Security Council (see Article V below for more details) and will have the ability to bypass the governance process for the following actions:

• Update the deadline of an active proposal;

• Update the voting delay;

• Update the voting period;

• Update the proposal threshold;

• Update the admin address (replaces the current admin for a new one);

• Update the manager address;

• Update the proposal type of an active proposal;

• Cancel a proposal;

• Create or modify a proposal type (altering quorum and approval thresholds); and

• Enable or disable a voting module (external contracts that allow you to override the proposal creation and voting logic to enable new types of votes).

Article V: The Security Council

1. The Security Council. The Security Council is a committee of 12 members, who are signers of a multi-sig wallet. The primary goal of the Security Council is to safeguard the security, integrity and efficient operations of the Scroll zkEVM rollup. The Security Council oversees protocol upgrades, emergency response and other critical decisions impacting the Scroll ecosystem.

2. Emergency and Non-Emergency Permissions. The Security Council acts as a 9/12 multisig and safeguards the Scroll protocol using certain Emergency and Non-Emergency permissions as follow:

• Non-Emergency protocol upgrades

• Includes routine software and protocol upgrades, routine maintenance, and other parameter adjustments.

• At inception, these upgrades are executed manually. Non-emergency upgrades are almost always voted on first via the governance process. Then, pending a successful vote, the Security Council executes these protocol upgrades manually.

• Emergency protocol upgrades

• The Security Council can skip the governance process to make an emergency upgrade to the protocol. They would then be required to report on this activity after-the-fact to the community.

• These situations might include (but are not limited to) any incidents that may impact the security or liveness of the Scroll chain that require protocol upgrades.

• Full admin controls over the governance system

• The Security Council serves as the Governor Admin to the Governor contract and has the ability to change the governance process to ensure the correctness and safety of Scroll governance, in the interest of the DAO and acting in good faith, as described in Article IV above.

3. Membership and Appointment.

• The Security Council is composed of 12 participants — each a signatory in the 9/12 multisig, with no more than 2 persons from the same or affiliated organization. Members have been thoughtfully selected for their (1) technical competency (and proficiency in rollup and Scroll technology), (2) reputation as trusted individuals/entities with demonstrated alignment with Scroll’s vision, (3) geographic diversity, and (4) aligned incentives (e.g. no conflicts of interest).

• The members of the Security Council are divided into two cohorts, Cohort A and Cohort B. Cohort A shall have an initial term of 18 months, with subsequent terms of 12 months each. Cohort B shall have an initial term and subsequent terms of 12 months each.

• At the end of term of each Cohort, the members of that Cohort may be re-appointed and new members may be appointed by Scroll Foundation.

• During the term of the Cohort, members of the Security Council may be removed by Scroll Foundation, where it is deemed necessary to safeguard the best interest of the Scroll DAO and Scroll Foundation.

Article VI: Scroll Foundation

1. Scroll Foundation. Scroll Foundation is a Cayman Islands foundation company that serves as the steward and driving force behind the Scroll ecosystem. Its core mission is to foster transparency, community engagement, and to decentralize governance. It is the legal entity that represents the Scroll DAO and can facilitate operational and administrative objectives of the Scroll DAO.

2. Core Activities. The core activities of Scroll Foundation include the following:

• Foster ecosystem growth through strategic initiatives, such as grant programs;

• Support and fund research and development activities and projects, focussed on zero knowledge technology for blockchains and governance of digital communities;

• Educate the public regarding Scroll DAO and zero knowledge technology for blockchains;

• Support and facilitate governance infrastructure, social media interactions, and various services for Scroll DAO (including engaging officers, employees, contractors, and service providers to carry out the operational and administrative objectives of the Scroll DAO); and

• Facilitate compliance with relevant laws and regulations.

3. Board of Directors.

• Scroll Foundation is governed by a Board of Directors, which acts as a collective body to oversee and handle the operational and administrative aspects of the Scroll Foundation and to support the activities of the Scroll DAO.

• SCR holders’ interests are represented by the Scroll Foundation with respect to contractual and legal processes. Directors are authorized to take any actions reasonably necessary on behalf of the Scroll Foundation to give effect to a vote of the SCR holders, including passing any director resolution to memorialize such vote.

• Directors must act honestly and in good faith in the best interests of the Foundation.

• Directors may be appointed or removed from time to time in accordance with the articles of association of Scroll Foundation (“Articles of Association”). If there is any conflict between the provisions of the Constitution and the Articles of Association, the Articles of Association shall prevail.

[END]