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 in

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https://snapshot.org/#/arbitrumfoundation.eth/proposal/0xf78c223115031090b918ea09fa585d340718a426a21eb1556d81d19892e10b39