Abstract
Following two trial periods of the Arbitrum DAO’s Code of Conduct and Procedures, first adopted in November 2024 and refined further in June 2025, Entropy, in coordination with the Arbitrum Foundation and OpCo, proposes that the Code of Conduct and DAO Procedures transition from a trial-based framework to a living, persistent document, maintained by the OpCo.
Key changes in this 3rd iteration:
- Living Document Structure: The Code of Conduct and DAO Procedures will no longer operate under fixed trial periods. Instead, they will remain in effect perpetually with a clear amendment process managed by OpCo.
- Optimistic Amendment Process: Contributors can propose changes to OpCo, who will be responsible for collecting community feedback and determining if changes are necessary. Any proposed changes will be made optimistically with an official announcement in the Arbitrum DAO governance forum, where delegates will have an opportunity to review and if dissatisfied, can require the changes to undergo an offchain vote to ratify the changes.
- No Constitutional Inclusion: After deliberation among Entropy, OpCo, and the AF, as well as taking in feedback from delegates, it is believed that the Code of Conduct is better suited as a standalone living document rather than a constitutional amendment, preserving the DAO’s flexibility to evolve its standards over time.
- OpCo Assumes Conflict Resolution: With OpCo now fully operational, conflict resolution responsibilities transfer from the Arbitrum Foundation to OpCo.
- Shielded Elections Made Optional: Following analysis across two trial periods, shielded voting for offchain elections (Snapshot) will no longer be required by default. The decision to use shielded voting will be left to the election manager or proposal author, who should include a brief rationale for their choice.
- Voting Requirement for the Cancellation of Ongoing Initiatives: Updated to reflect the change to DVP quorum.
- Holiday Break: The proposed holiday period for this year is Friday, December 18th, 2026 to Monday, January 4th, 2027. Going forward, the default holiday period will be determined by OpCo, who will be responsible for sharing the dates & reminding delegates of timelines.
All other procedures, including the voting schedule, member replacement process, initiative cancellation process, and predictable voting schedule, will carry forward from the v2 iteration largely unchanged besides language adjustments as a result of DVP quorum being adopted or OpCo assuming responsibility for certain actions.
Terms
Contributor: An individual or entity who willingly engages in Arbitrum governance and/or is compensated via a DAO-approved program.
DAO-approved program: A structured initiative that is funded and/or authorized by the Arbitrum DAO through a formal governance vote (onchain or in some cases an offchain vote) and designed to achieve defined objectives.
Community Guidelines: The rules of engagement for the Arbitrum DAO forum as outlined and enforced by the OpCo.
Conflict of Interest (COI): A situation where a contributor, or any entity with which a contributor has a direct professional or financial relationship, stands to directly benefit from the outcome of a proposal or election.
Shielded Voting: A type of voting method where votes are kept private during the voting process, but made public after the conclusion of the vote.
Living Document: A governance document that remains perpetually in effect and can be amended through an established process without requiring full re-ratification.
Motivation / Rationale
When considering changes for this 3rd iteration, Entropy, the Arbitrum Foundation, and OpCo hosted a community call to discuss the future of the Code of Conduct and DAO Procedures and solicited additional feedback through a dedicated form. The input received helped inform the direction of this proposal. We appreciate all contributors who took the time to share their perspectives.
The most significant structural change in this iteration is the decision to keep the Code of Conduct outside the Arbitrum Constitution. Entropy originally envisioned the Code of Conduct as a future Section 7, sitting alongside the existing Community Values in Section 6. After deliberation with OpCo and the AF, as well as taking in feedback from delegates, we no longer believe constitutional inclusion is the right path. The rationale was the following:
- The Constitution defines the DAO’s highest-level principles, such as its chain ownership mode and the Security Council’s powers. The Code of Conduct is a simpler governance tool to help set behavioral expectations, which may need to evolve as the DAO’s programs and operational realities change. Embedding operational policy in a constitutional document creates unnecessary friction every time an update is needed.
- Constitutional amendments are too high of a burden and a living document provides comparable legitimacy with greater flexibility. The Code of Conduct has already been revised twice in under a year, with enforcement language being refined as program structures evolved and now as detailed in this iteration, conflict resolution is reassigned to OpCo as it became operational. If the Code of Conduct were constitutional, each of these practical improvements would have required a full constitutional amendment. If the DAO determines constitutional inclusion is warranted in the future, that option remains available.
In addition to transitioning the Code of Conduct and DAO Procedures to a living document, the other major change in this iteration is the proposed removal of requiring shielded voting for elections.
When Entropy first kicked off the discussion on shielded voting, we highlighted both the positive and negative tradeoffs. That conversation led to a temperature check where 56.69% of the casted voting power was in favor of using shielded voting in some capacity (elections or all votes, which encompasses elections). For the 1st and 2nd iterations of the DAO Procedures, Entropy proposed trialing shielded voting as the default for all offchain elections (Snapshot) in order to gather more data. After observing its effects across multiple election cycles and discussing with the other AAEs, the following were our takeaways.
Arguments For Shielded Voting:
- Reduces strategic manipulation: In public elections, candidates and supporters can monitor vote totals in real time and coordinate strategic responses, such as rallying additional votes in the final hours or targeting specific rivals once they see who is competitive. Shielded voting is supposed to remove the live signal that enables these tactics and forces outcomes to reflect genuine preference rather than last-minute maneuvering.
- Bandwagoning and herding: When votes are visible in real time, early results create momentum effects. Undecided or less-informed voters may gravitate toward whichever candidate appears to be winning, reinforcing early leads regardless of merit. We still believe that shielded voting helps each participant to evaluate candidates independently rather than anchoring to the visible tally.
- Reduction of social pressure/politics: Public voting exposes delegates to reputational or political risk. This can compromise independent judgment, particularly in a governance environment where professional relationships and future collaboration are at stake. While this effect is not fully reduced with Shutter’s implementation of shielding voting since positions are made public after the fact, it can improve a delegate’s ability to vote their honest assessment without fear of straining relationships.
Arguments Against Shielded Voting:
- Failure to reduce 11th hour voting: While the dataset is still relatively small, from our analysis, 51.83% of voting power in shielded elections was cast in the final 24 hours compared to 41.59% in public elections. We noted the increase in 11th hour voting in the 2nd iteration of the DAO’s Procedures, and theorize that its increase can be attributed partly to the introduction of the DAO’s predictable voting schedule and the inability to fully prevent delegates from disclosing their votes early on the forum.
- Asymmetric information advantages: The analysis also showed that it was primarily delegates with 100k+ VP that shifted their voting habits to be later. Under shielded conditions, no participant can see vote totals, but not everyone is equally affected by this information gap. Rather than leveling the playing field, we believe shielding can inadvertently widen the information asymmetry between well-connected and less-connected participants.
- One size does not fit all elections: DAO elections vary significantly in stakes and structure. Shielded voting may be better suited for single-seat elections where candidates with similar skill sets are being directly compared and a bandwagon effect is introduced. While a multi-seat council election with a need for a variety of skillsets may benefit from transparency to ensure a well-rounded body.
With arguments existing in both support for and against shielded voting, rather than mandating or prohibiting shielded voting in this permanent version of the DAO Procedures, we propose that the decision be left to the election manager or proposal author. This allows the DAO to apply shielded voting where it makes the most sense.
Specifications
Code of Conduct
As explained above, after discussion and taking input from delegates, the OpCo, Arbitrum Foundation, and Entropy Advisors believe the Code of Conduct is better suited to exist outside the Arbitrum Constitution as a living document.
The language below remains largely unchanged from the 2nd iteration, with the exception of conflict resolution responsibilities transferring from the Arbitrum Foundation to OpCo. The following quoted section will be the language used for the permanent version of the Code of Conduct, including the Disclosure of Conflicts of Interests, Enforcement and Appeals process, and Conflict Resolution process. The language will be amendable by the OpCo through the amendment process described further below.
Values Alignment
Arbitrum contributors should always strive to uphold the seven community values stated in Section 6:
- Ethereum-aligned: Arbitrum is part of the Ethereum ecosystem and community
- Sustainable: Focus on long-term health of the protocol over short-term gains
- Secure: Arbitrum is security-minded
- Socially inclusive: Open and welcoming to all constructive participants
- Technically inclusive: Accessible for ordinary people with ordinary technology
- User-focused: Managed for the benefit of all users
- Neutral and open: Foster open innovation, interoperability, user choice, and healthy competition
Good Faith and Best Interest
- Contributors should conduct themselves with honesty, integrity, and transparency, fostering trust and confidence among community members.
- Contributors should act and vote in accordance with what they see is in the best interests of Arbitrum, which encompasses but is not limited to all of the following: Arbitrum One, Arbitrum Nova, the Orbit Ecosystem, and any future Arbitrum DAO-governed chains as outlined in Section 1 of the Arbitrum Constitution.
Due Care and Attention
- Contributors should remain knowledgeable of developments in regard to Arbitrum DAO’s initiatives and the broader Arbitrum ecosystem.
- Contributors should strive to make a professional and unbiased review of each proposal before submitting their vote.
- Contributors are advised to vote abstain when unable to conduct the necessary diligence to understand the proposals.
Civility and Professionalism
- While separate from the Code of Conduct, contributors are expected to uphold the community guidelines for activity on the Arbitrum DAO forum and de facto understood gathering places for the Arbitrum DAO, whether online or in-person.
- Contributors should seek to create a respectful and inclusive environment for all community members, free from harassment and discrimination.
- Unacceptable behavior includes, but is not limited to:
- Publicly or privately harassing or intimidating others
- Sharing someone’s private information without their consent
- Using sexualized language or imagery, or making unwanted advances
- Making insulting or derogatory comments about others
- Contributors should strive to provide constructive feedback that is well-researched and respectful, focusing on the proposal’s merits. Personal attacks are never acceptable.
- Contributors should be open-minded and respectful of differing viewpoints, even if they disagree with them. Disagreements are an inevitable part of healthy debate, but they often yield positive results when approached in a civil manner.
- Contributors should make a best effort to provide constructive feedback through appropriate channels and avoid taking discussions to social media in a manner that could tarnish Arbitrum DAO’s brand and reputation.
- Contributors should avoid making unsubstantiated accusations that imply malice without proper evidence. They should conduct proper due diligence before making any public accusations via social media, public forums, or any other recognized communication channels. This includes exhausting all available avenues, such as seeking clarification privately, before issuing any public statement that contains an unsubstantiated accusation about another DAO contributor.
Responsibility
- Maintaining a culture of productive debate, integrity, and transparency requires a sense of collective responsibility. As entrusted leaders of the Arbitrum community, contributors should take responsibility in fostering and maintaining a culture that promotes the principles outlined herein.
- Best practices of responsible contributors:
- Participation: Contributors should make an effort to vote (even if they vote abstain) on all proposals.
- Communication: Contributors should clearly communicate their rationale behind votes and discussions to the Arbitrum community.
- Accountability: Contributors should maintain knowledge of all DAO initiatives and hold managing parties or elected representatives accountable.
- Responsiveness: Contributors should use their best efforts to connect with the Arbitrum community and be accessible to answer questions or concerns.
Conflicts of Interest
Disclosure and Transparency Policy: If a conflict of interest exists, it is expected that the contributor discloses the nature and extent of the conflict in writing on the forum before voting. Proposal authors should disclose potential conflicts in the COI section of the recommended proposal template as outlined in the “How to Submit a DAO Proposal” by the Arbitrum Foundation. While it may not always be clear if an individual/entity stands to gain “directly” or “indirectly”, contributors and proposal authors are recommended to lean on the side of over-communication in the name of transparency.
Contributors who disclose a conflict of interest are not expected to alter their voting in any way. Self-voting is not currently banned outright for the reasons stated in previous DAO-wide discussions and based on sentiment gathered from a subsequent temperature check. However, a contributor who repeatedly fails to disclose a conflict of interest before voting risks being removed from their compensated governance role.
Enforcement & Appeal Process
All contributors are expected to abide by the Code of Conduct. Enforcement will take place through any program that financially compensates performing governance activities, such as rewards for voting/forum activity, or participation in DAO-approved programs where contributors are directly elected to facilitate the programs.
The program manager, council, or comparable facilitator in charge of the program is the one responsible for determining violations of the Code of Conduct and reserves the right to take what it deems as appropriate action, which may include but is not limited to, issuing a warning, suspension, or removal from the program. Any community member can raise a concern to the party responsible for managing the program with respect to a contributor failing to uphold the Code of Conduct. While the responsible party is required to acknowledge receipt of the concern and investigate the matter, the final determination and resulting course of action, which may include dismissing the concern, will depend on the underlying program’s structure.
If there are contradictions between the Code of Conduct and the specific program that is compensating a contributor, then the policies of the program shall take precedence. It is assumed that a program will define its own appeal process, but if it does not, then the conflict resolution section (next) will be the default appeal approach.
Conflict Resolution
Resolution of conflicts between contributors (and between contributors and programs) will be entrusted to the OpCo, which will act as a neutral mediator. It is recommended that contributors first seek to resolve conflict issues in good faith and privately. If the matter is unable to be resolved for any reason, or if the behavior is threatening or harassing, the matter can be raised to the OpCo using this form. The OpCo will have the final say on the issue and reserves the right to determine if the issue should be brought to the attention of the community as a whole.
DAO Procedures
With the transition to a permanent living document, below is a summary of the updates made to the DAO Procedures language since the 2nd iteration in order to reflect the DAO’s adoption of DVP quorum and OpCo’s expanded operational role.
- Voting Schedule: The predictable voting schedule, introduced during the first trial period, established consistent posting days for offchains and onchain votes to reduce confusion and give contributors reliable windows to review votes. The voting schedule of Thursday votes remains unchanged, but the recommendation to schedule offchain votes ahead of time was removed due to its lack of use.
- Election Standards: As detailed further above in the Rationale section, after two trial periods of shielded voting as the default for offchain elections, we are proposing that shielded voting become optional; therefore, it has been removed from the Election Standards language. The section still details the Self Voting policy, use of weighted voting for elections, and the minimum application period.
- DAO-Elected Member Replacement Process: The process for replacing a DAO-elected member has been largely left unchanged, besides the replacement of the Arbitrum Foundation with OpCo.
- Voting Requirements for the Cancellation of a Program: This procedure is intended to be a fallback in the case that the cancellation process is not outlined in the original proposal. From the previous iteration, the language has been updated from 3% votable supply to 40% of delegated voting power to reflect the recent switch to DVP quorum.
- DAO Holiday Break: With Christmas Eve and New Year’s Eve falling on a Thursday in 2026, we propose that the Holiday period be from Friday, December 18th, 2026, to Monday, January 4th, 2027. OpCo will have the authority to determine the length and dates of the Holiday Break in the future based on how the calendar falls.
- Removing Delegating to the Arbitrum Exclude Address: With the DAO’s adoption of DVP quorum, delegation to the Arbitrum Exclude Address is no longer necessary. Under the new model, undelegated tokens are already excluded from quorum calculations by default, making a requirement for DAO programs to delegate to the Exclude Address redundant.
Like the Code of Conduct section above, the following quoted section will be the language used for the permanent version of the DAO’s Procedures. The language will be amendable by the OpCo through the amendment process described in the following section.
Predictable Voting Schedule
To improve predictability in the Arbitrum DAO’s operations, delegates agree to abide by the following vote scheduling guidelines.
Minimum Discussion Period of One Week
In accordance with the Arbitrum Constitution, delegates should follow the recommendation that proposals be open to discussion on the forums for at least one week before being put to a vote. This is to allow delegates ample time to review and provide feedback.
Start all votes on Thursdays
By starting both offchain and onchain votes on Thursday, on top of increasing predictability for delegates, the DAO would also prevent the scenario where votes begin/end on weekends.
Create Onchain AIPs on Mondays
In order for an onchain vote to start on Thursday, it must be created on the Monday prior given the 3-day delay from when a proposal is posted until voting begins.
Election Standards
Self-Voting & Conflicts of Interest Policy
Contributors who disclose a conflict of interest are not expected to alter their voting in any way. Self-voting is not currently banned outright for the reasons stated in previous DAO-wide discussions and based on sentiment gathered from a subsequent temperature check. However, a contributor who repeatedly fails to disclose a conflict of interest before voting risks being removed from their compensated governance role.
Elections with Weighted Voting
Unless otherwise justified by the proposer, the Arbitrum DAO has agreed that the default offchain election type is to be weighted voting, as opposed to approval or ranked choice voting.
Minimum Application Period
In order to draw a sufficient number of high-quality applicants, application periods should be a minimum of 14 days.
Where n = number of seats, proposal authors should seek to have at least n+3 applicants before starting the election. Since this may not always be possible, it is simply a recommendation and not a requirement.
DAO-Elected Member Replacement Process
The following process is for the replacement of a DAO-elected member who steps down from a program and no process has been previously defined in the primary proposal passed to initiate an initiative:
- If the initiative has an acting program manager or dedicated committee/council that manages the initiative, it is their responsibility to consult with all other involved parties to identify a suitable replacement or best path forward (including but not limited to possibly consolidating responsibilities across roles, renegotiating payment terms to reflect new duties, or not replacing a member due to the initiative coming to an end).
- If the initiative has no program manager or dedicated committee/council, the responsibility falls to the author of the proposal. In this event, they are entrusted with the same flexibility as the program manager and can decide the best course of action.
- If neither of these parties is suited to make the decision on member replacement, for the moment, the OpCo will be the determining party.
Whichever party ultimately makes the decision on the best course of action, they are expected to provide a short update with rationale and basic information for the DAO.
For the purposes of clarity, the above process is only for positions that are filled by a DAO-wide election, and no dedicated process to replace a member has been defined in the original proposal. If an initiative has a program manager/council-appointed position that needs replacement or filling, due to either an individual stepping down or underperforming, it will be left up to the discretion of the initiative owner/manager.
Voting Requirement for the Cancellation of Ongoing Initiatives
If not defined in the original proposal, the following wind-down voting requirement is to be considered the default.
An offchain vote where the number of FOR votes to wind down the initiative meets 40% of delegated voting power (currently the non-constitutional mark under DVP quorum). If there are more voting options than the basic FOR/AGAINST/ABSTAIN, the option with the largest number of votes will be applied, given that the options to modify/cancel an initiative together exceed the 40% of delegated voting power. For the purpose of clarity, if a proposal only seeks to modify an existing initiative, this voting requirement procedure will not apply.
The individual/entity that brings forward the proposal to cancel an ongoing initiative is expected to provide sufficient information and rationale to help inform the DAO of their intentions. Any individual/entity with the adequate 500k ARB of voting power to post an offchain vote may move the proposal forward.
DAO Holiday Break: December 18th, 2026 – January 4th, 2027
The purpose of the Holiday Break is to ensure that voters have a break and can return refreshed for the new year. The primary goal is for there to be no voting during the especially busy holiday period of December 24th – January 1st.
During this time, proposal authors should be cognizant of the Holiday Break in early December and aim to have all voting wrapped up by Thursday, December 17th, 2026 if possible. To ensure this, offchain votes would have to start no later than Thursday, December 10th, 2026, and onchain votes scheduled by Monday, November 30th, 2026. New proposals may still be posted to the forum during this period, so that the governance process is not slowed down too much.
In the event of an emergency proposal that is time-sensitive in nature, any guidelines can be waived for the proposal to be put up to a vote immediately. While the determination of what constitutes an emergency vote is left to the proposer, the situation should be serious & time sensitive in nature, for example, a Constitutional AIP addressing a security matter.
Going forward, OpCo will have the authority to determine the Holiday Break period based on how the calendar falls in that given year. Their team will be responsible for announcing the specific dates at the beginning of the year and reminding delegates as the break approaches.
Feedback & Review Process Going Forward
With the Code of Conduct and DAO Procedures existing as a living document, the OpCo will serve as the steward of the document and is responsible for maintaining it over time. Changes can be proposed and adopted through the following process:
- Feedback and Observation. Any contributor may propose amendments by submitting feedback through a dedicated channel maintained by OpCo (for example a forum thread or dedicated google form). OpCo may also identify necessary changes based on its own observations of governance activity, enforcement gaps, or evolving DAO needs.
- Drafting and Posting. When OpCo determines that a change is warranted, it will draft the proposed amendment and post it to the governance forum with a clear description of what is being changed and why.
- Optimistic Approval. Proposed changes take effect automatically 14 days after being posted to the forum unless a combined 5% of DVP, calculated at the time of the forum post, raises objections through the appropriate governance forum amendment thread. This threshold, currently ~16.75M VP, is high enough to prevent trivial escalations from slowing down maintenance-type updates, but low enough that a coalition of small-medium sized delegates can trigger a vote on changes they consider substantive. The 14-day window is intended to give delegates sufficient time to review the proposed changes and OpCo will be responsible for monitoring objections and tallying the VP delegates.
- Escalation to an Offchain Vote. If sufficient VP raises an objection to the changes, the OpCo must then put the change to an offchain vote with a quorum set at the active non-constitutional quorum level.
- Annual Review. In addition to the ongoing amendment process, OpCo will conduct a review of the Code of Conduct and DAO Procedures each January, soliciting community feedback and proposing any updates deemed necessary. This review serves as a regular checkpoint but does not preclude amendments at other times of the year.
The two documents (Code of Conduct & DAO Procedures) will live in the Announcement section. Following the passing of this proposal, versions will be posted by the OpCo so that they have the ability to edit and maintain the documents. The versions posted by Entropy will be archived.
Voting Options
Basic Voting: FOR, AGAINST, ABSTAIN
Timeline
March 18th: Forum post
March 23rd: Open Discussion Call
March 26th - April 2nd: Offchain Vote on Snapshot
Upon ratification: Code of Conduct & DAO Procedures take permanent effect as living documents