Abstract
In November 2024, following discussions on shielded voting and conflicts of interest policy, the DAO adopted a 6.5-month trial of a Code of Conduct and procedural updates. After taking in community feedback, observing outcomes, and discussions with the Arbitrum Foundation, Entropy is proposing the following changes and a 2nd trial period through the end of January 2026:
- Revisions to the Code of Conduct with an additional extension.
- Changes to the DAO’s Procedures:
- Removal of the Responsible Voting Policy: Remove the Responsible Voting Policy due to the presence of vote-buying services, which make it impossible to enforce appropriately.
- Member Replacement Process: Dedicated language that outlines a process for replacing a DAO-elected committee/council member who voluntarily steps away from their responsibilities, if a process is not already pre-defined in the original proposal.
- Cancellation of Ongoing Initiative Process: Dedicated language that outlines the process to wind down/cancel an initiative if a process is not already defined in the relevant proposal. A Snapshot vote with quorum defined as the number of votes FOR meeting 3% of the votable supply. 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 reach over the active non-constitutional quorum.
With the initial trial period now concluded, Entropy is seeking to reignite the Code of Conduct & DAO Procedures conversation and welcomes further input from the community.
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 (Tally or Snapshot) and designed to achieve defined objectives. Examples include the Arbitrum Audit Program, the Arbitrum D.A.O. Grant Program, and other comparable initiatives that receive DAO treasury funding or delegated authority.
Community Guidelines: The rules of engagement for the Arbitrum DAO forum as outlined and enforced by the Arbitrum Foundation.
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.
Responsible Voting: The practice of an election candidate casting votes for oneself and other candidates in a neutral manner to fill all open positions.
Shielded Voting: On Snapshot, votes are kept private during the voting process, but made public after the conclusion of the vote.
Motivation/Rationale
The Code of Conduct and Procedural Updates were introduced in late 2024 as a trial to establish clear expectations around delegate and contributor behavior and formalize certain aspects of how the DAO operated. At the time, Entropy envisioned that the Code of Conduct could be added to the Arbitrum Constitution to serve as a cultural anchor. However, after further deliberation with the Arbitrum Foundation, our team is in agreement that codifying the Code of Conduct at this stage is premature.
Constitutional amendments are purposefully a high-stakes process that requires strong consensus from delegates and contributors, and thus, we feel it is unwise to push the Code of Conduct forward until it is in a near-final state.
If the refined Code of Conduct proves effective through continued use, it can be revisited for constitutional inclusion in the future following the conclusion of the 2nd trial period in January 2026. As a reminder, Entropy also proposed adding the DAO’s Mission, Vision, and Purpose to the Constitution. When it comes time to make the amendment, we think it is best to combine all proposed changes into a single constitutional proposal.
Lastly, the language from the first proposal implied that both the Code of Conduct and Procedural Updates would be included in the Arbitrum Constitution. After consideration, Entropy now firmly believes procedural policies such as voting schedules or shielded elections should remain outside the Constitution as a social contract given the DAO’s constantly evolving nature, thus reserving the document for high-level principles that guide the DAO. Instead, these procedures can be revisited once a year in January following the Holiday Break and changed with a Snapshot vote if needed, with the quorum set at the active non-constitutional quorum level.
Specifications
Revisions to the Code of Conduct
In November 2024, the Arbitrum DAO approved the trial of a Code of Conduct via Snapshot vote, establishing shared expectations around civility, integrity, transparency, and responsible participation. That code has since served as a behavioral baseline during the initial governance trial.
The revised Code of Conduct and DAO Procedures will be in effect following its ratification with a Snapshot vote through January 31st, 2026. At the conclusion of this 2nd trial, the DAO can revisit its procedures and discuss if it is time to formalize the Code of Conduct into the Arbitrum Constitution on an annual basis. To ensure that the DAO has ample time to discuss such matters without the Code of Conduct and DAO Procedures losing its validity, the Arbitrum Foundation reserves the right to extend their effectiveness by up to two months through March 31st, 2026 as long as a new version has not yet been officially ratified.
When it comes time to add the Code of Conduct to the Arbitrum Constitution, we envision it as a new Section 7, following the existing Section 6: Community Values. In order to keep the included language sufficiently high level, the following quoted block contains the 5 sub-sections to be included:
7.1 Values Alignment
Arbitrum contributors should always strive to uphold the seven community values stated above 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, interoperation, user choice, and healthy competition
7.2 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 above in Section 1.
7.3 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.
7.4 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.
7.5 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.
From the previous iteration, the following language changes have been made to the Code of Conduct:
- In the previous iteration, participants were referred to as “delegates”. This term has been updated to “contributor”.
- Mention of the ARB token in section 7.2 has been removed.
- Language involving unsubstantiated accusations has been added to section 7.4: “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.“
- Examples of contributor resources have been removed from section 7.3. Given that these might change in the future, we determined it was too detailed for the Constitution.
- “but not limited to” has been added in section 7.4 before the example list of unacceptable behavior.
- “they vote” has been added to “(even if they vote abstain)” in the Participation definition of section 7.5.
Sections 7.1 through 7.5 outline enduring values and expectations appropriate for constitutional inclusion, while the clauses regarding Conflicts of Interest, Enforcement, and Conflict Resolution are more operational in nature. We envision that Conflicts of Interest disclosure policies, as well as enforcement and conflict resolution mechanisms may need to adapt over time based on active programs, contributor behavior, and evolving community standards. Embedding these specifics into the Constitution would limit the DAO’s flexibility to make changes if necessary. Instead, both Entropy and the Arbitrum Foundation agree that it is more appropriate for these sections to live outside the Constitution in a similar manner to the agreed-upon Procedural Updates.
In the following sections, mentions of the Delegate Incentive Program (DIP) have been generalized so that the terminology encompasses compensation from any DAO program that incentivizes voting or participation activity. Overall, the main changes have been made to the Enforcement & Appeal Process section. As the DAO’s structure is currently rapidly evolving, we foresee that most paid executors will either be directly hired by the DAO as AAEs, working as service providers or contractors under an AAE, or elected into a council overseeing an AAE, with each structure having bespoke checks and balances in place to ensure that executors are behaving professionally and ethically.
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 Arbitrum Foundation, 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 Arbitrum Foundation using this form. The Arbitrum Foundation 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.
In the future and once OpCo is fully operational, responsibility for the resolution of conflicts can be transferred to the OpCo at the Arbitrum Foundation’s discretion. The Arbitrum Foundation will acknowledge when this transfer can take place and make it public on the governance forum when it goes into effect.
Changes to the DAO’s Procedures
Entropy proposes an extended pilot of the DAO’s procedures through the end of January 2026 to evaluate three adjustments/additions: Removing the Responsible Voting policy due to the presence of vote-buying services and, if not defined in the original proposal, processes for both the replacement of a DAO-elected committee/council member that voluntarily steps down and the termination of an ongoing DAO initiative.
Remaining unchanged from the previous iteration are the predictable voting schedule, the use of shielded voting for elections, and the inclusion of a Holiday Break at the end of the year. These changes reflect areas of feedback and allow the DAO to generate data across another trial period before making final decisions.
1. Removing the Responsible Voting Policy
Entropy recognizes that the complexity of the original policy created confusion for some participating candidates, especially in situations where there was only a single seat being filled through the election. Additionally, since the introduction of the policy, vote-buying services have become more common, and notably, LobbyFi has received substantial delegation. After observing the impact on the OAT election in particular, Entropy has concluded that enforcing the Responsible Voting Policy is no longer feasible. Participating candidates can effectively bypass the policy by sending funds to a fresh address to purchase or bid for additional votes, thus circumventing the original policy’s intentions and putting other candidates strictly following the policy at a disadvantage.
Therefore, Entropy is proposing to sunset the Responsible Voting Policy and return to the DAO’s original standards of allowing participating candidates to self-vote with their full voting power. Staying consistent with the Disclosure and Transparency Policy, candidates who plan to self-vote should still disclose the action to the DAO. Remaining unchanged from the previous trial, contributors not participating in the election are free to vote however they wish, but if a conflict of interest exists, it should be disclosed on the forums before voting.
2. DAO-Elected Member Replacement Process
Due to the recent instances of elected members stepping away from positions, it became apparent that not having a pre-defined process for replacing DAO-elected committee members can lead to possible friction and uncertainty. In these instances, several paths were proposed by contributors, including a new DAO-wide election, taking the runner-up individual, the proposal author nominating a new member, or consolidating/elevating the responsibilities of an existing member.
To prevent the aforementioned uncertainty from arising in the future, Entropy is proposing the following process for the replacement of elected members who step down from a program when no process has been 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 Arbitrum Foundation will be the determining party. Once ready, OpCo can assume this responsibility. Depending on the situation, the Arbitrum Foundation/OpCo may turn over the decision to the DAO and call for an election.
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, we are proposing the above process 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.
3. Voting Requirement for the Cancellation of Ongoing Initiatives
Recently, several contributors have raised the question of whether a proposal to clawback funds or terminate an active DAO program should require a Snapshot with a certain quorum threshold (unconstitutional or constitutional) or an onchain vote. If not defined in the original proposal, we propose the following wind-down requirements as the default.
A Snapshot vote where the number of FOR votes to wind down the initiative meets 3% of the votable supply. 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 3% of votable supply level. For the purpose of clarity, if a proposal only seeks to modify an existing initiative, this voting requirement 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 a vote on Snapshot may move the proposal forward.
We believe that such a structure elevates the requirements for canceling an initiative in a manner that provides comparable legitimacy to an actual onchain vote.
4. Extend the use of Shielded Elections
Entropy has conducted an analysis of shielded voting, seeking to understand if participation rates or voting behavior changed. We have created a dashboard that contributors can reference. It is important to note that several factors can impact the voting behavior of an election, including the number of seats, candidates, and its importance. We felt that the ARDC elections were the most appropriate instance to directly compare non-shielded and shielded elections. The following summarizes our findings:
- Stable engagement by large stakeholders: Average participation by large voters (100k+ voting power) held nearly constant. 41 in public elections vs. 44 in shielded elections.
- Overall turnout decline reflects ecosystem-wide trends: Unique voter count fell (28,164 to 3,520), but this mirrors the DAO-wide drop in unique voter engagement. We did not notice a major difference in the participation of shielded elections vs other recent proposals.
- 11th-Hour Voting Slightly Increased: Compared to public elections, late voting increased, with the share of votes cast in the final 24 hours rising in shielded elections. On average, 50.53% of the total VP was cast in the final 24 hours of a shielded election, up from an average of 41.59% in public elections. As mentioned above, Entropy is not confident that this is solely attributable to shielded voting, and could be partially due to the more predictable voting schedule with elections now being posted only on Thursdays.
- ARDC Case Study – V1 (Public) vs V2 (Shielded): Early voting (days 1–3) dropped from ~30% to ~10% under shielded conditions, while day-7 activity surged. Nearly 60% of the total VP in V2 was cast on the final day.
Overall, Entropy believes an extension of shielded voting will let us validate and examine the effects of shielded voting further. In Part 3 of the dashboard, contributors are welcome to pick an Arbitrum DAO election to explore its activity.
As was the case during the 1st trial, shielded elections will only apply to those conducted on Snapshot and will not apply to the Security Council elections held on Tally.
5. DAO Holiday Break: December 18th, 2025 - January 5th, 2026
Similar to last year, the purpose of a Holiday Break is to ensure that voters have a break and can return refreshed for the new year.
Proposal authors should be cognizant of timelines and aim to have all voting wrapped up by Thursday, December 18th if possible. To ensure this, temperature checks would have to start no later than Thursday, December 11th, 2025, and onchain votes scheduled by Monday, December 1st, 2025.
Differing from last year’s holiday break, we believe it is acceptable for new proposals to be posted to the forum, but the DAO should aim to only put emergency proposals to vote during the period.
Entropy recognizes that several proposals were delayed due to last year’s holiday break, so it is our recommendation that a certain level of flexibility be accepted by contributors in the event some voting is not wrapped up exactly by December 18th. The primary motivation of such a timeline is to ensure no voting occurs during the especially busy holiday period of December 24th - January 1st.
Timeline
- July 9th: Forum post
- July 15th at 2 pm UTC: Open Discussion - Google Meets Link
- July 17th: Snapshot Vote
- July 24th, 2025 - January 31st, 2026: 2nd Trial Period