As Adopted by directors resolution on December 6, 2023
1. Defined Terms
(a) “Administrator” means the administrator of the DAO, which has certain powers and duties as further described in these Bylaws.
(b) “Applicable Law” means the legal and regulatory requirements and obligations applicable to the Foundation, including U.S. federal, U.S. state, and non-U.S. laws, as well as the relevant regulatory schemes, including Cayman Islands law.
(c) “Bylaws” means these governing bylaws of the Foundation, as may be amended from time to time in accordance with the Foundation Documents.
(d) “Constitution” means the Constitution of the Foundation as available at https://jito.network/docs/governance, as may be amended from time to time in accordance with the Foundation Documents.
(e) “DAO” means, collectively, the on-chain decentralized community of individuals or entities that own a Token.
(f) “Foundation” means Jito Foundation, a Cayman Islands foundation company.
(g) “Foundation Articles” means the Memorandum of Association and Articles of Association of the Foundation, as may be amended from time to time.
(h) “Foundation Director(s)” means the director(s) of the Foundation, who have certain powers and duties pursuant to Cayman Islands law and as further described in the Foundation Articles.
(i) “Foundation Documents” mean these Bylaws, Constitution and Foundation Articles.
(j) “Foundation Representative(s)” means the Foundation Directors, Foundation Supervisor and the Administrator.
(k) “Foundation Supervisor” means the supervisor of the Foundation, which has certain powers and duties pursuant to Cayman Islands law and as further described in the Foundation Articles.
(l) “JIP” means a Jito Improvement Proposal, which is a proposal put forth by a Tokenholder to a vote of the Tokenholders in accordance with the JIP Process.
(m) “JIP Process” means the rules and procedures of submitting and voting on JIPs as described in the Constitution.
(n) “Network” means the decentralized Solana-based protocol that enables users to stake SOL to validators participating in efficient block organization and receive a liquid staking token (JitoSOL) representing accumulated validator rewards and tips.
(o) “Security Council” means the council established in accordance with the Foundation Documents to represent the Tokenholders.
(p) "Security Council Member(s)" means the person or entity elected by the Tokenholders to, among other things, facilitate the implementation of JIPs or other matters as the Tokenholders may direct from time to time.
(q) “Security Council Vote” means a vote of the Council Members in accordance with the Constitution.
(r) “Token” means the governing token of the DAO, known as JTO, represented on the Solana blockchain.
(s) “Tokenholder” means any holder of the Token.
(t) “Tokenholder Vote” means a vote of the Tokenholders passed pursuant to a successful JIP in accordance with the JIP Process.
2. Voting Matters
The Tokenholders have the authority to engage in the following activities:
(a) appoint or remove Security Council Members subject to Section 4(c) below
(b) remove individuals or organisations from the role of Foundation Director (provided that the Foundation may not, at any time, be left with no directors);
(c) elect individuals or organisations into the role of Foundation Supervisor and the remuneration of such newly appointed individuals or organisations;
(d) remove individuals or organisations from the role of Foundation Supervisor (provided that the Foundation may not, at any time, be left with no supervisor);
(e) provide consent to any proposed changes to the Foundation's Articles which remove or otherwise alter the rights of the Tokenholders under the Foundation's Articles;
(f) approve grants that further the purpose of the foundation;
(g) wind-up the Foundation;
(h) approve changes to the parameters of the protocol; and
(i) any other vote that is lawful and consistent with the purpose of the foundation.
3. Governing Principals
The Foundation Representatives will strive to act in accordance with the following governing principles:
(a) Act in the best interest of the Solana network
(b) Act in the best interest of Tokenholders and JitoSOL token holders
(c) The Foundation strives to create a safe and welcoming environment for all would-be community members, regardless of age, gender, ethnicity, religion, disability, sexual orientation, education, national origin, or any other differentiating factors. The Foundation is committed to maintaining an environment in which all individuals are treated with respect and dignity. The Foundation expects that all relationships among Foundation Representatives, the Foundation and Tokenholders will be free of unlawful bias, prejudice and harassment. Foundation Representatives are strictly forbidden from engaging in any type of discrimination or sexual harassment.
(d) Critique Ideas, Not People. In evaluating JIPs and other issues, Foundation Representatives should focus on the substance of such discussions without criticizing individuals or engaging in personal attacks.
(e) Consistency with the Foundation’s mission, which is to facilitate the growth of the Network and the Solana validator economy. Foundation Representatives should not use their role in a way that conflicts with the Foundation’s governing principles and the Foundation’s mission.
As part of their service to the DAO or the Foundation, as applicable, each Foundation Representative will:
Adhere to these Bylaws and other applicable Foundation Documents.
Attend meetings and unofficial DAO events hosted by the Foundation and Tokenholders. Foundation Representatives may choose the frequency with which they perform these activities at their own discretion, bearing in mind that if they fail to adequately represent the Foundation or the DAO, as applicable, due to infrequency of participation, they may be removed from their position in accordance with the Foundation Documents.
Ensure that they are adequately informed on JIPs.
Share their contact information with the Foundation.
Announce as soon as possible if they will be unable, even temporarily, to fulfill their duties, for example, due to vacation, illness, or personal emergencies.
Understand Applicable Law, obey and act in accordance with Applicable Law and act ethically at all times. Foundation Representatives should ask their own legal counsel for advice when they are uncertain about Applicable Law. For the avoidance of doubt and notwithstanding anything in the contrary here, no Foundation Representative may take actions, directly or indirectly, which violate Cayman Islands law or any other Applicable Law.
Maintain and monitor relevant websites, forums, or other governance mediums and communications of the Foundation and the DAO.
As appropriate, elect, nominate, promote, hire, or contract with individuals or organizations into important administrative, governance, engineering, legal, or other roles established to serve the Foundation and the DAO.
No Foundation Representative should speak on behalf of the DAO or Foundation, unless explicitly authorized by the DAO or the Foundation. This provision does not in any way restrict a Foundation Representative from publicly discussing their personal opinion about a JIP or other matter affecting the DAO or the Foundation, provided that such communication is clearly presented as a personal opinion in light of the circumstances or context.
4. Service Providers of the Foundation
(a) Foundation Directors
(i) Appointment of Foundation Directors
Foundation Directors shall be appointed in accordance with the Foundation Articles and these Bylaws.
(ii) Removal of Foundation Directors
Foundation Directors shall be removed in accordance with the Foundation Articles and these Bylaws.
(iii) Role of Foundation Directors
The role of the Foundation Directors is as set forth in the Foundation Articles.
(iv) Compensation of Foundation Directors
Foundation Director compensation shall be determined in accordance with the Foundation Articles.
The Directors must be: (i) at least eighteen (18) years of age; (ii) with no disqualifying attributes under Cayman Islands law, (iii) with no personal financial insolvency for the past ten (10) years, (iv) with no convictions or guilty pleas for mishandling or embezzlement of funds of any organization, and (v) have not been involuntarily removed, with cause, or forced to resign from any directorship, or similar executive or high-level position, within any organization. The Foundation Supervisor(s) must have no disqualifying attributes under Cayman Islands law.
The Director(s) of the Foundation shall observe, implement, carry out, act upon, and execute any and all approved JIPs, provided that any Director(s) may veto an JIPs or place any limitations on its observation and implementation as a Director(s) of the Foundation in their discretion deemed necessary or appropriate to ensure compliance with:
any fiduciary duties to the Foundation;
statutory requirements of the Acts or regulations of any jurisdiction;
the Foundation Articles; and
to prevent any harm (including reputational harm) to the Foundation and, where applicable and necessary, for entering into or complying with any agreements or arrangements on behalf of the Foundation.
The Director(s) of the Foundation are authorised to take any actions reasonably necessary on behalf of the Foundation to give effect to an approved JIP including passing any director resolutions to memorialise such approved JIP.
(b) Supervisor
(i) Appointment of supervisors
Supervisors shall be appointed in accordance with the Foundation Articles.
(ii) Removal of supervisors
Supervisors shall be removed as set forth in the Foundation Articles.
(iii) Role of supervisors
The role of the supervisor is set forth in the Foundation Articles.
(iv) Compensation of supervisors
Supervisor compensation shall be determined by the Security Council pursuant to a Security Council Vote or as set forth in Section 2(c) above.
(c) Security Council
(i) Appointment of Security Council Members
The Security Council are advisors to the Foundation Directors and shall be initially appointed by the Foundation Directors for a term of 12 months by director's resolution in accordance with the Foundation Articles. Thereafter, at all times the Security Council shall be comprised of at least five (5) Security Council Members who are appointed in the following manner:
One (1) member who shall be the Administrator (or an affiliate, employee or service provider thereof). The individual appointed as the member of the Security Council shall then be serving as Administrator (or an affiliate, employee or service provider thereof) and shall be elected as a Security Council Member by the Tokenholders by Tokenholder Vote at regular twelve (12) month intervals, unless otherwise replaced or removed prior to the end of their current term in accordance with these Bylaws and the other Foundation Documents;
Other members shall be appointed by Tokenholders by Tokenholder Vote at regular twelve (12) month intervals, unless otherwise replaced or removed prior to the end of their current term in accordance with these Bylaws and the other Foundation Documents.
In the event that the Administrator (or an affiliate, employee or service provider thereof) is not willing to serve as a Security Council Member and there are not at least 5 appointed Security Council Members, a fifth Security Council Member shall be elected by Tokenholders by Tokenholder Vote, except that the Administrator (or an affiliate, employee or service provider thereof) will be appointed as a Security Council Member in replacement of this fifth Security Council Member appointed in accordance with this section as soon as a willing Administrator (or an affiliate, employee or service provider thereof) becomes available to serve and be appointed as a Security Council Member.
(ii) Removal of Security Council Members
A Security Council Member may only be removed: (a) by the Foundation Directors in connection with their violation of these Bylaws or their failure to fulfill their duties to the Foundation (in each case as determined by the Foundation Directors), including those described in the Foundation Documents; (b) pursuant to a Security Council Vote or a Tokenholder Vote (such Security Council Member in violation, the “Breaching Member”). In respect to (b), a Breaching Member may be removed as a Security Council Member (i) pursuant to a vote of all other Security Council Members or (ii) by the Tokenholders by Tokenholder Vote. If removed by the Foundation Directors, such removal of a Breaching Member shall be conditioned by a thirty (30) day notice, during which notice period the Breaching Member may consult with the Foundation Supervisor.
If removed pursuant to a Security Council Vote:
An action to remove a Security Council Member for violation of these Bylaws may be presented as a Proposal by a non-breaching Security Council Member (a “Removal Proposal”) at a Regular Meeting.
A Removal Proposal will pass in accordance with the voting procedures set forth in the Constitution.
If the Removal Proposal passes, the Security Council may choose to replace the Breaching Member with a new, interim Security Council Member to serve until the end of term of the replaced Security Council Member’s term. An action to add a new Security Council Member must be presented at a Regular Meeting (a “Replacement Proposal”).
A Replacement Proposal will pass in accordance with the voting procedures set forth in the Constitution.
If removed by Tokenholders by Tokenholder Vote:
An action to remove a Breaching Member may be presented by Tokenholders as a JIP (a “Tokenholder Removal Proposal”).
If the Tokenholder Removal Proposal passes in accordance with the JIP Process, the Tokenholders may choose to replace the Breaching Member with a new Security Council Member. An action to add a new Security Council Member may be presented as a JIP and in accordance with the JIP Process
(iii) Role of the Security Council
The Security Council shall operate pursuant to the rules in the Foundation Documents as may be amended in accordance with their terms going forward. The Security Council plays a supporting and coordinating role for the DAO, as set forth in the Constitution. The Security Council serves to represent the Tokenholders and assist with the implementation of JIPs and activity on the Network with guidance from the Administrator and as directed by the Foundation Directors, in accordance with the Foundation Documents. Security Council Members should act in the best interest of the DAO. Neither the Security Council nor the Security Council Members owe any fiduciary duties to the Foundation or the Tokenholders.
(iv) Compensation of Security Council Members
Security Council Member compensation shall be initially determined by the Foundation Directors by director’s resolution. Thereafter, Security Council Member compensation shall be determined by Tokenholders pursuant to JIPs and in accordance with the JIP Process.1
(d) Administrator
(i) Appointment of Administrator
The Administrator is a service provider of the Foundation and shall be initially appointed by the Foundation Directors and thereafter by the Tokenholders by Tokenholder Vote and shall serve for a period of twelve (12) months from the date appointed (the “Administrator Term”). The Administrator Term shall be automatically extended until such time as the Administrator is terminated or replaced pursuant to a JIP and in accordance with the JIP Process.
(ii) Removal of Administrators
An Administrator may be removed by Tokenholders by Tokenholder Vote, or by the Foundation Directors.
(iii) Role of the Administrators
The Administrators are persons or entities elected by the Tokenholders and thereafter engaged by the Foundation to manage the JIP process or other matters as determined by Tokenholders from time to time. All actions of the Administrator, as the Foundation’s service provider, remain subject to the review and veto by the Foundation Directors.
The Administrators shall implement any such proposals as promptly as possible following the determination of approval unless otherwise indicated by the Tokenholders.
In the event there is no Administrator, the Tokenholders shall advise the Foundation Directors in respect to the implementation of the proposals.
The Administrator may not bring forward a JIP in their capacity as the Administrator or otherwise act without: (i) direction by the Tokenholders by Tokenholder Vote; or (ii) direction of the Foundation Directors.
(v) Compensation of Administrators
Administrator compensation shall be initially determined by the Foundation Directors by director’s resolution in accordance with the Foundation Articles. Thereafter, Administrator compensation shall be determined by Tokenholders pursuant to JIPs and in accordance with the JIP Process.
5. Amendments to the Bylaws
These Bylaws may be amended in accordance with the procedure set out in the Foundation Articles.
6. Dispute Resolution
To the extent there is ever a conflict between decisions made by the Foundation Directors and any other Foundation Representative, the Foundation Directors’ decision will prevail, unless a different outcome is required under Cayman Islands law.
To the extent there is ever a conflict between decisions made by the Foundation Directors and the Tokenholders, the Tokenholders’ decision will prevail, unless a different outcome is required under Cayman Islands law.
To the extent there is ever a conflict between decisions of the Administrator and the Tokenholders acting pursuant to a JIP and in accordance with the JIP Process, then the decisions of the Tokenholders will prevail, unless a different outcome is required under Cayman Islands law.
Should a controversy, dispute or claim arise out of or in relation to these Bylaws ("Dispute"), the Foundation, the Foundation Directors and/or the Foundation Supervisor (as appropriate) must give thirty (30) days' notice of such Dispute to the relevant party/ies (the "Notice of Dispute"). Should the Dispute not be resolved at the expiration of thirty (30) days after service of the Notice of Dispute, the relevant party may commence arbitration proceedings in accordance with this clause 6. In any dispute involving the actions of the Foundation Directors, the Foundation Supervisor may commence arbitration proceedings against the Directors in accordance with this clause 6.
Should the Dispute remain at the expiration of thirty (30) days after service of the Notice of Dispute, the Dispute shall be settled by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules (the "Rules"). The arbitration shall be seated in George Town, Grand Cayman, Cayman Islands and governed by the law of the Cayman Islands. The language of the arbitration shall be English. The arbitration shall be determined by a sole arbitrator to be appointed in accordance with the Rules. Any award or decision made by the arbitrator shall be in writing and shall be final and binding on the parties without any right of appeal, and judgment upon any award thus obtained may be entered in or enforced by any court having jurisdiction thereof. No action at law or in equity based upon any claim arising out of or related to these Bylaws shall be instituted in any court of any jurisdiction.
7. Controlling Authority
These Bylaws are subject to the provisions set forth in other sources of authority binding on the Foundation. In the event of any conflict between these Bylaws and such authority enumerated herein, such authority shall supersede these Bylaws and be controlling in the following order: (i) Cayman Islands law, and (ii) The Foundation Articles.