Last Revised on April 22, 2025
The Grants Oversight Council (the "Council") is a Council of the Board of Directors (the “Board") of EigenFoundation (the "Foundation"), established under Article 17 of the Articles of Association of the Foundation and formalized pursuant to this Grants Oversight Council Charter as detailed herein (the "Charter").
The Council’s purposes include supporting (i) the Foundation’s objectives through effective oversight of grants (and grant systems and programs) with respect to EIGENs in the custody of the Foundation for community initiatives (“Grants”) and (ii) progressively decentralized governance of Grants proposed in furtherance of community initiatives. The Council shall be an oversight committee responsible for assisting with accountability and transparency with respect to the administration of community initiatives or programs that support the Foundation’s objectives with respect to one or more aspects of the EigenLayer ecosystem (“Initiatives”), within the parameters of the Foundation’s strategy budgets setting aside an aggregate amount of EIGENs for use in Grants over a specified period of time (“Strategy Budgets”).
The Council shall oversee a process for publishing, in a designated governance forum, transparency reports with accurate and complete information on Grants corresponding to Initiatives, subject to considerations regarding business confidentiality with respect to the Foundation and recipients (“Transparency Reports”). Such Transparency Reports shall be reviewed and approved for publication in accordance with this Charter and any bylaws of the Foundation.
The Council shall have such other purposes, powers, and authorities as may be delegated to it by the Board.
The Council will be comprised of up to six (6) members (including a chair of the Council (the "Chair")) selected by the Board based on each member’s expertise in the EigenLayer protocol (“Protocol”), knowledge of Grants relating to the Protocol and the EigenLayer ecosystem, knowledge of industry standard measures for Grant effectiveness, and their contributions to the EigenLayer community. The Foundation may implement eligibility screening as part of the appointment process for any member.
The Board or the Council by majority vote may remove or replace any member at any time, with immediate effect. Appointments to the Council shall confer a one (1) year term ending on June 1st unless extended or otherwise provided by the Board. All Council members are required to enter into a participation agreement with the Foundation outlining their roles and responsibilities as members of the Council. The Board may fill vacancies on the Council from time to time.
Each Council member shall receive EIGEN, USDC, or other assets in an amount to be approved by the Board for their Council participation during or at the completion of any 1-year term. This amount shall be subject to certain terms and conditions, including any vesting and lock-up schedules, determined advisable by the Board in its sole discretion. The Foundation may approve a discretionary incentive payment to the Chair and/or Council members from time to time.
The Board may appoint natural persons or entities to serve as members of the Council, and a prospective Council member may, instead of being appointed by the Board in their personal capacity, direct that a legal entity which they solely own and control be appointed to the Council in their place.
Council members may resign by giving twenty (20) days’ notice prior to the change coming into effect.
The Council shall review and approve for publication Transparency Reports submitted by the Foundation’s appointed officers and service providers assisting with the administration of Grants in accordance with the Strategy Budgets, Initiatives, and the bylaws of the Foundation (“Grants Team”). Before approving any Transparency Report for publication, the Council shall review such report for its (i) accuracy, (ii) completeness, (iii) alignment with any applicable Initiatives and Strategy Budgets, and (iv) consistency with principles in any Council participation agreement, the Foundation’s objectives, and the Foundation’s bylaws and constitutional documentation (“Approval Criteria”); in each case in consultation with the Grants Team and such other officers and service providers of the Foundation as may be advisable.
(a) Publication Timeframe. The Council shall take reasonable steps to ensure that Transparency Reports are approved for publication within sixty (60) days following the expiration of any Strategy Budget (“Publication Timeframe”). The Council may publish a redacted version of any Transparency Report in consideration of the confidentiality obligations of the Foundation or any Grant recipient.
(b) Untimely Receipt of Reports. If the Grants Team fails to provide timely drafts of any Transparency Report as reasonably necessary to meet the Publication Timeframe, the Council shall provide notice to the Board and publish such notice in a designated governance forum.
(c) Determination Not to Approve for Publication. If the Council is unable to approve for publication any Transparency Report due to its inconsistency with the Approval Criteria, the Council shall provide notice to the Board and publish in a designated governance forum either such notice or a version of the applicable Transparency Report with such caveats, comments, or footnotes as the Council determines necessary or advisable.
(d) Community Sentiment. The Council shall evaluate community sentiment with respect to each Transparency Report by publishing such report for review by EIGEN holders. This publication may occur in conjunction with forms of voting, polling, or discourse that the Council determines advisable, if any.
The Chair shall be responsible for convening meetings, keeping minutes, overseeing publication of approved Transparency Reports, and providing related notices. The Chair shall convene a meeting of the Council at the written request of a majority of the Council members.
For the avoidance of doubt, the Council does not issue or allocate EIGENs or execute Grants or Grants related definitive documentation.
The Council will meet with such frequency as the Chair or it may determine advisable, in accordance with this Charter and the bylaws of the Foundation. Quorum for Council meetings shall be three (3) Council members present in person or virtually, save where there are only two (2) Council members in place, or if recusals in accordance with section 6 of this Charter reduce the number of eligible voting Council members to two (2), in which case quorum for Council meetings shall be two (2) Council members present in person or virtually. If there is only one (1) Council member currently in place, or if recusals in accordance with Section 6 of this Charter reduce the number of eligible voting Council members to one (1), then quorum shall be one (1) Council member present in person or virtually. The Council will regularly report to the Board on the Council’s actions.
The Council may invite to its meetings non-Council members, including any persons the Council deems appropriate in order to carry out its responsibilities.
Prior to making any decision or considering any action, including with respect to publication of any Transparency Report, the Council must review all relevant facts and circumstances among the members to determine whether a material conflict of interest may arise due to a member’s family, social, financial, or professional interests or relationships (“Personal Interests”). A conflict of interest exists when a member’s Personal Interests could compromise, or give the appearance of compromising, the member’s judgment, decisions, or actions. If a material conflict of interest exists, the Council must take steps to ensure that its voting decision is based solely on the best interests of the Foundation and is not a product of such conflict. This may require recusal of any conflicted Council member from voting on the matter. The Council, at its discretion, may take such other action in good faith (in consultation with the Council's counsel, if necessary) that would serve the best interests of the Foundation.
The Council shall operate within the operating and service-provider budget provided by the Board through at least a bi-annual resolution.
Should any budget allocate EIGENs or other tokens to the Council, any EIGENs or other tokens that are not expended will be returned to the Foundation at the Foundation’s election upon termination of the budget period or the dissolution of the Council. The Foundation shall maintain discretion, at all times, to transfer or not to transfer EIGENs as part of the Council budget.
The Charter may be amended or terminated in writing by a resolution of the Board.
The Charter’s effective version shall be maintained in Github, along with a dated version control (e.g., “Last revised as of [date]”) at the top of the document.