This Constitution provides an overview of the governing framework for the holders of JTO (each, a “Tokenholder”, and collectively, the "DAO"), which is the governing body for the Jito Network (as defined below). Defined terms in this Constitution shall have the meaning ascribed to those terms in the Bylaws of the Foundation (as defined below), as amended from time to time, unless otherwise defined in this Constitution.
Some of the rules and procedures in this Constitution will be enforced directly on a blockchain, and some will not. All rules are equally binding. Actions taken under this Constitution may be on-chain or off-chain actions. On-chain actions are those that are actuated directly by the governance parameters of the DAO as transactions on a blockchain. Off-chain actions are those that are actuated by other means.
The "Jito Network” is 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. The DAO can direct changes to the protocol source code or related parameters. Anyone can access the Jito Network. The Foundation (defined below) maintains a browser-based dashboard facilitating easy access at jito.network.
The Foundation
Jito Foundation, a Cayman Islands foundation company (the "Foundation"), has been formed to serve the DAO. The Foundation aims to facilitate the growth of the Jito Network. The Foundation has adopted Bylaws and other required formation documents, necessary to establish the Foundation’s initial governance structure. The Tokenholders have the authority to make certain decisions in relation to the Foundation and the Jito Network as set forth in the Foundation Documents. The DAO will govern the Foundation via Tokenholder Vote, in accordance with the Foundation Documents (including through submitting and voting on JIPs).
Bylaws
The Foundation’s Bylaws detailing the underlying governance structure for the Foundation can be found at https://jito.network/docs/governance.
Formation Documents
The Foundation’s formation documents, including the Amended and Restated Memorandum of Association and Articles of Association (the "A&R M&A') can be found at https://jito.network/docs/governance.
Foundation Governance Procedures
Jito Improvement Proposals (JIPs)
Jito Improvement Proposals ("JIPs") are the primary mechanism for introducing, discussing, and implementing changes to the DAO’s governance and operations, and the Jito Network. JIPs serve as a means of fostering community discourse and decision-making within the organization.
The JIP procedures consist of the following stages (the “Governance Procedures”):
Community Discussion
Ideas are discussed in a public governance forum (as designated by the Foundation from time to time which initially shall be the website located at the following link: https://forum.jito.network) by the community, with the author addressing feedback, questions, and suggestions. Upon an author’s request, a DAO moderator ("DAO Moderator") will confirm that an idea generally conforms to proposal guidelines (including that it fits within one of the categories initially enumerated below, which categories may be subject to further changes in accordance with a JIP related to the governance process). Once confirmed, and subject to the then applicable proposal threshold, the author(s) may move on to the next stage.
Proposal Drafting
Authors shall use the JIP outline below to write their proposal:
1. Title and Category
The name must be descriptive enough to understand what is being suggested but no longer than 4 sentences. The category must be one of the following:
Treasury (allocation of developer grants, funds, incentives, etc. from the Foundation’s on-chain treasury (the “Realms Treasury”))
Protocol Development (protocol upgrades via code contributions, developer relations and growth etc.)
Structure (changes to committees, special working groups, existing/new positions)
Process (changes to voting procedure, governance tools, guidelines, etc.)
Operations (special initiatives relating to branding, marketing, and operations)
2. Abstract
A summary of the entire proposal, no more than a single paragraph.
3. Motivation
A statement on why the DAO or the Foundation (as applicable) should implement this proposal.
4. Key Terms
Definitions of terms specific to the proposal or industry related jargon.
5. Specification
A detailed breakdown of what the proposal aims to change, the technologies/route of change needed to implement changes, and a concrete plan which outlines the steps and timeline required to make the change.
6. Benefits/Risks
A brief analysis of the benefits and risks involved with the proposal.
7. Outcomes
A brief summary of the desired goals and outcomes of the proposal.
8. Cost Summary
The total cost of the proposal, broken down if needed.
9. Performance Milestones, if applicable
The performance milestones for any JIPs submitted in the Treasury category.
The author should incorporate any feedback received from the community and may alter the template if absolutely necessary to communicate effectively. It is recommended that the DAO Moderator confirm that the draft conforms to the proposal guidelines (https://jito.network/docs/governance) before submitting the proposal and inform the Administrator. After the Administrator has confirmed proposals meet the above criteria, the proposal will be posted on Jito’s governance forum (https://forum.jito.network/) for community discussion.
Until a DAO Moderator is initially appointed by the Administrator and in the event that at any point in time there is no appointed DAO Moderator, the Administrator will perform these duties. If a Tokenholder does not meet the minimum token threshold for submitting proposals, they may work with someone who does to submit their proposal on their behalf. See https://jito.network/docs/governance for more details.
Proposal Discussion
Once proposals have been posted to the forum, they will initially stay open for community discussion for 30 days (the “Discussion Period”).
Proposal Submission
Proposals can be submitted to Realms (as defined below) after the Discussion Period is complete. Realms has a 250,000 JTO token minimum for proposals to be submitted from the community. Any Tokenholder who meets this proposal threshold may submit their proposal directly. If not, the Administrator can assist to have the proposal submitted on their behalf.
The Administrator will review the proposal for practicality and safety for the DAO once submitted and will ensure the proposal strictly adheres to applicable laws and regulations. The JIP release will take place on the DAO’s interface located at https://gov.jito.network.
Voting
Tokenholders will be allowed to vote on JIPs for three (3) days (the “Voting Period”), followed by a two (2) day delay period (the “Delay Period”).
Implementation
Approved proposals will be treated differently based on the nature of the change. For those including on-chain executable code, these can be executed by anyone via the Realms interface immediately following the conclusion of the Voting Period and Delay Period.
For proposals requiring implementation by the Foundation, the Administrator will work with the author, appropriate service providers of the Foundation, and other parties as needed to execute the proposal. The Administrator will provide updates on Jito’s governance forum (https://forum.jito.network/) no less than every two weeks on the status of any such implementation.
Proposal Requirements
By submitting your JIP to vote in accordance with the Governance Procedures, you agree to submit your grant to certain conditions, including any requirements under applicable laws and regulations and AML/KYC processes deemed necessary or advisable by the Foundation.
Proposal Guidelines
Proposals should not break any of the governing principles of the Foundation (as set out in the Bylaws) and all proposals must strictly adhere to applicable laws and regulations. Furthermore, any actions or initiatives proposed must be within the permissible bounds as set forth by the laws of the Cayman Islands, under which the Foundation operates. Non-compliance or contravention of these legal parameters may result in the immediate rejection or invalidation of the proposal.
Proposals that do not adhere to these guidelines may not be considered or vetoed by the Security Council. It is essential to review and ensure alignment with the Foundation's governing principles and legal constraints before submission.
Voting Parameters
The initial voting parameters for Tokenholders is as follows, which may be subject to further changes in accordance with a JIP related to the governance process (the “Voting Parameters”):
Voting Period: 3 days (Length of the period during which people can cast “Yes” or “No” votes)
Delay Period: 2 days. The delay period takes place after the voting period has ended and before the proposal is executed. During the Delay Period, token holders can only vote against open proposals. “Yes” votes cast during the Voting Period can be switched to “No” votes during this period. Upon completion of the Delay Period, if the number of “No” votes is greater than the number of “Yes” votes, the proposal will not pass.
Proposal Threshold: 250,000 JTO (Minimum number of tokens a holder must have, or be delegated by third parties, to submit a proposal for a vote of the DAO)
Voting Threshold: At least 3% (30,000,000 JTO) of the 1,000,000,000 JTO total token supply must vote “yes” and the number of “yes” votes must be more than the number of “no” votes.
Implementation Period
On-Chain Actions
For programmatic changes, token holders can execute approved proposals instantly following completion of the Delay Period.
Off-Chain Actions
Due to the nature of off-chain actions, execution may not be immediate following the passing of a JIP. Certain off-chain actions may require Foundation Director approval, which may be vetoed in accordance with applicable law or for other reasons including inconsistencies with the Foundation’s purpose as set out in the Foundation's A&R M&A. If Foundation Directors exercise veto authority, disclosure and explanation for the veto shall be posted on the relevant JIP within two weeks of the proposal’s passing.
Voting Power
One (1) JTO token equals one (1) vote over any proposals submitted to the DAO (the “Voting Power”). This will allow Tokenholders to participate in the governance process proportionally to their holdings.
The DAO, by Tokenholder Vote, may establish guidelines for evaluating and approving the inclusion of additional tokens in governance in the future.
Tokenholders have governance power over components of the Jito Network such as Realms Treasury management to allocate funds for community growth, protocol fee splits, stake pool fees, and other features including the ability to adjust the on-chain functions outlined at https://jito.network/docs/governance.
Amendments to Governance
The JIP procedures, Voting Parameters, Voting Power and all other governance mechanics can be amended or modified through JIP and a Tokenholder Vote. The above describes only the initial state of governance mechanics. The community is encouraged to decide the future state of governance, the DAO and the Jito Network. Amendments to the Foundation’s Bylaws can be made in accordance with the terms of the Bylaws and the Foundation Articles.
Proposal Conflicts
Should a proposal be in direct conflict with a proposal presently under consideration for voting, the latter proposal ought to be held back from voting until a resolution is reached on the initial proposal. This is to prevent the endorsement of contradictory stipulations.
In the event that a proposal is in direct opposition to an already approved proposal or identical to a previously unsuccessful proposal, it is not permitted to proceed to voting until three months post the implementation of the original proposal. This measure is in place to prevent the squandering of community resources.
On-chain Realms
JIPs that can be executed on-chain will be submitted and implemented via the DAO's Realms interface located at https://gov.jito.network (the “Realms") JIPs that require allocations from the Realms Treasury may be executed via Realms.
Off-chain (Foundation Directors and Administrator)
JIPs that must be executed off-chain will also be submitted via the Realms interface. In the event that a JIP requires actions be taken by the Foundation to execute, the Foundation Directors or the Administrator, as appropriate, will take such actions as needed to execute the JIP, while adhering to the Foundation Documents (including the Bylaws and this Constitution).
Security Council
A Security Council (the “Security Council”) should be established by the Foundation Directors. At all times, the Security Council shall be composed of at least five (5) Security Council Members who are appointed in accordance with the Bylaws. If a Security Council Member position is or will become vacated, such that the Security Council would be less than five (5) Security Council Members, the Tokenholders shall elect a replacement by Tokenholder Vote as quickly as is practical. The Security Council may use discretion to bypass ordinary Tokenholder Vote or JIP procedures to implement emergency proposals and actions necessary to preserve the safety or security of the Foundation, the DAO and/or the Jito Network, its users, or the Foundation’s assets. Examples of emergencies include but are not limited to security breaches, violations of core principles, network attacks, etc.
Emergency Actions
The Security Council shall have a veto right on JIPs put forward by the Tokenholders if such JIP: (i) violates any provision of the Bylaws, the Foundation Articles, this Constitution or any other document, policy or regulation as may be adopted by the Foundation; (ii) violates any applicable law or regulation; or (iii) is detrimental to the interests of the Foundation or the DAO (as determined by the Foundation Directors).
The Security Council must not use its power to perform such Emergency Actions except in a true security emergency, such as a critical vulnerability that could significantly compromise the integrity, confidentiality or availability of the Jito Network or the Realms Treasury.
After performing any Emergency Action, the Security Council must issue a full transparency report (at an appropriate time after the security emergency has passed) to explain what was done and why such Emergency Action was justified. The DAO is able to curtail or eliminate the Security Council's power to perform Emergency Actions via approval and implementation of a JIP.
Non-Emergency Actions
For legal or other reasons, including inconsistency with the Foundation’s purposes, the Security Council shall also maintain the ability to act outside of an Emergency Action pursuant to JIPs that have been approved by Tokenholders in accordance with the JIP Process to perform protocol improvements and adjustments to certain parameters including, without limitation JitoSOL validator delegations or technical upgrades to programs critical to Jito Network’s operation.
During the first six months of the DAOs existence, the Security Council is also permitted to execute regular course transactions, within reason, including (i) Realms Treasury transfers for incentivizing the Jito Network’s growth, (ii) other de minimis payments not related to incentivizing the Jito Network’s growth, which shall not exceed 5,000,000 JTO or (iii) technical upgrades. This provides operational flexibility as Tokenholders organize around the JIP process.
Any such non-Emergency Action shall be communicated to the DAO by the Security Council and/or Administrator in the form of updates at https://forum.jito.network. Notwithstanding the above, the Security Council shall act in good faith and in accordance with the purposes of the Foundation as set out in the Foundation's A&R M&A and applicable JIP.
DAO Security Council Meeting Procedures and Frequency
Regular Meetings
Regular Meetings (as defined below) enable the Security Council to vote on JIPs and take any other acts within the Security Council’s authority.
Scheduling
The Security Council may convene every four (4) weeks, or at its discretion, subject to a reasonable amount of notice to Security Council Members (each, a “Regular Meeting”). A Regular Meeting may take place via telephone, videoconference, or through a group chat application.
Attendees
Only Security Council Members will be permitted to attend Regular Meetings, provided that the Security Council may permit any Foundation Representative (including the Foundation Directors, the Foundation Supervisor or the Administrator) to attend Regular Meetings, and may provide the Foundation Representatives with any and all information relevant to the business of a Regular Meeting. The invited Foundation Representatives will not be counted towards the satisfaction of a quorum for a Security Council Vote.
A Security Council Member may invite a non-Foundation Representative third party to observe or participate in Security Council discussion or to take notes of the Regular Meeting, subject to a simple majority vote of the other Security Council Members. The third party must be bound by a non-disclosure agreement with the Foundation or with the member that invited the third party. The third party will not be counted towards the satisfaction of a quorum.
Quorum
A quorum of a Regular Meeting consists of at least 3 Security Council Members. A Regular Meeting may not proceed without a quorum.
Procedures for Review of JIPs
For JIP review procedures, the Foundation will post to https://jito.network/docs/governance a DAO Administrator Work Instruction to be mutually agreed by the Foundation and DAO Administrator.
Procedure for Proposals from Security Council Members
Any Security Council Member may raise proposals for actions to be taken by the Security Council Members (a "Proposal"), among the Security Council Members, outside of Regular Meetings, in any written medium, including a Telegram chat. After a Security Council Member makes a Proposal, the Security Council should discuss the Proposal, giving sufficient time for dissenting views. Security Council Members should also describe any conflicts of interest. Security Council Members may request that any Proposals made outside of Regular Meetings be deferred to a Regular Meeting for a fuller discussion. The Security Council may choose to discuss such Proposal during the next scheduled Regular Meeting or to schedule a Regular Meeting more immediately.
After a discussion, the Security Council will vote on the Proposal according to the voting procedure described below.
Meeting Notes
The Security Council may appoint a Security Council Member, Foundation Representative, or an authorized third party to take notes of the Regular Meeting (the "Meeting Notes").
Meeting Notes may exclude the following topics, which may be discussed at a Regular Meetings from time to time:
Individual financial or investment positions of Security Council Members
Unremedied security vulnerabilities affecting the Network, or other projects therein
Foundation activities that are subject to non-disclosure agreements with third parties
Compensation information of Security Council Members and Foundation Representatives
Subject to a reasonable Security Council review and comment period chosen by the Security Council, Meeting Notes will be shared publicly with the community on Jito’s governance documentation page (https://jito.network/docs/governance).
Advisory Meetings
A portion of the Security Council may convene irregularly scheduled advisory meetings ("Advisory Meetings"). Advisory Meetings enable the Security Council to discuss a specific subject matter among a smaller group of Security Council Members.
The same rules that apply to Regular Meetings will apply to Advisory Meetings, except that:
There is no quorum requirement for an Advisory Meeting.
No Security Council Member may introduce a Proposal or vote on any outstanding Proposal at an Advisory Meeting.
The Security Council may or may not publish Meeting Notes from Advisory Meetings, at its discretion.
Emergency Meetings
In response to an imminent security threat to the Jito Network or the Jito Network community, any protocol utilizing the Token, or the Foundation, the Security Council may convene irregularly scheduled emergency meetings ("Emergency Meetings").
The same rules that apply to Regular Meetings will apply to Emergency Meetings, except that:
An Emergency Meeting does not need to be convened with reasonable notice to Security Council Members or the Foundation Directors.
There is no quorum requirement for an Emergency Meeting.
The Security Council will not publish Meeting Notes from Emergency Meetings until the underlying security threat has been remedied or judged to no longer be a threat, in the Security Council’s sole discretion.
Each member of the Security Council shall have one (1) vote in Emergency Meetings.
Compensation
Initially, the Security Council Member position will be paid an amount equal to $1,000, which shall be paid, at the election of the Foundation, in (a) USDC or (b) JTO. If paid in JTO, the Security Council Member compensation shall be calculated on an as-converted to U.S. dollars basis, with such amount being the number of JTO that is the equivalent of USD $1,000, at a conversion price equal to the trailing seven (7) day time weighted average price of JTO recorded on https://coinmarketcap.com/. Any changes to the Security Council Member compensation shall be subject to approval by Tokenholders by Tokenholder Vote.