Governance

zkPass DAO Governance Framework

Version 1.0 – December 2025 Jurisdiction: Swiss Association (Zurich, Switzerland) Entity: zkPass DAO Association

Governance Portal: https://snapshot.box/#/s:daozkpass.eth

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zkPass DAO is organised as a Swiss Association under Articles 60 et seq. of the Swiss Civil Code.

The Association is established as a non-profit governance entity with the purpose to:

• steward the zkPass protocol and its on-chain and off-chain treasury;

• safeguard the long-term interests of the zkPass community; and

• provide a transparent, accountable governance framework for protocol decisions, ecosystem incentives, and strategic direction.

The Association does not engage in commercial operations and does not operate as an exchange, investment fund, or custodian. Its role is coordination and governance, not profit generation.

Governance Philosophy: Proof-Based Participation

zkPass DAO is founded on the principle that participation and influence should also be earned through verifiable contribution, not only capital dominance.

Traditional DAO governance has repeatedly faced structural issues:

• governance captured by token concentration alone;

• sybil attacks and unverifiable identities;

• meaningful contributors remaining underrepresented.

zkPass DAO is designed to address these challenges by anchoring governance to both capital & verifiable participation, using zkPass proofs and reputation signals instead of social noise or capital alone.

At the centre of this framework is $ZKP, a coordination token used to:

• participate in governance decisions;

• align treasury deployment with ecosystem growth; and

• connect protocol development with community incentives.

Capital matters, but credibility, contribution, and verifiable action matter alongside it.

Organisational Structure

The governance of zkPass DAO is structured into clearly defined bodies with limited and well-scoped authority:

General Assembly (Members / Token Holders)

• Comprises Association members and, functionally, $ZKP holders participating in governance.

• Approves major protocol parameters, treasury allocations, and structural changes.

Core Contributor Committees

• zkPass DAO currently operates under a progressive decentralization model.

• Founding contributors execute day-to-day operations and treasury mandates as approved by governance.

• Responsibilities will transition over time to broader, community-elected structures as participation scales.

Advisory Council

• A small group of external advisors providing non-binding guidance on risk, compliance, and strategy.

• Holds no unilateral authority over treasury or protocol contracts.

Treasury Multisig Committee

• Controls the on-chain treasury via a 4-of-5 multisignature Safe wallet.

• Signers are selected by governance and represent different functional domains.

• The committee’s role is purely executory: it cannot allocate funds without DAO approval.

This structure ensures that no single founder or company controls the DAO, and all authority is derived from governance decisions.

Governance Process

Proposal Initiation

Proposals may be submitted by:

• any address holding at least 100,000 $ZKP at the applicable Snapshot block; or

• Core Contributors acting within their authorized scope under the DAO’s progressive decentralization framework.

Proposal submission rights are managed through Snapshot configuration and DAO-appointed roles.

Governance-Qualified Participants (GQPs) do not possess independent proposal submission rights by default and participate primarily through discussion and voting.

All proposals must satisfy DAO-defined quality, eligibility, and moderation requirements and are published publicly prior to voting.

Discussion & Voting

• Each proposal remains open for a minimum of 7 days for discussion and voting.

• Community members may provide feedback and commentary through Snapshot or governance forums.

• Core Contributors may provide non-binding technical, security, legal, or financial assessments.

• Proposal authors may clarify or refine context without altering fundamental intent or execution scope.

Voting is conducted via Snapshot or on-chain mechanisms as specified in the proposal.

Voting power is primarily determined by $ZKP holdings, with optional reputation-based mechanisms applied only where explicitly defined.

Execution

Upon meeting quorum and approval thresholds:

• execution is performed by the Treasury Multisig Committee or other authorized executors;

• execution strictly follows the approved proposal; and

• all execution transactions are publicly disclosed and auditable.

The execution body holds no discretionary authority beyond implementing approved outcomes.

Voting Model

Baseline Rule

• 1 $ZKP = 1 vote for standard governance actions.

Proof-Based Governance Layer

zkPass introduces an additional governance dimension:

• addresses may accrue verifiable proofs based on sustained contributions;

• reputation may adjust voting weight or enable reputation-gated votes; and

• sybil resistance is enhanced through zkPass off-chain proofs without revealing personal data.

Reputation-informed mechanisms are opt-in, explicitly scoped, and proposal-specific, and do not override quorum or approval requirements.

Quorum & Approval Thresholds

Proposal Classification

Proposals are classified as Standard Proposals or High-Impact Proposals.

Standard Proposals

Routine or operational decisions that are low-risk or reversible, including:

• non-critical protocol parameter changes;

• ecosystem grants and programs within approved budgets;

• contributor onboarding and working groups;

• community initiatives and partnerships; and

• governance process improvements without constitutional impact.

High-Impact Proposals

Decisions materially affecting treasury integrity, governance structure, or legal status, including:

• major treasury reallocations above defined thresholds;

• changes to quorum, voting rights, or governance mechanisms;

• amendments to constitutional documents;

• changes to legal structure or jurisdiction;

• material changes to $ZKP token economics; and

• dissolution, merger, or transfer of protocol control.

Quorum Requirements

A proposal is valid if either of the following quorum conditions is met:

• At least 4% of the circulating $ZKP supply participates in the vote.

• At least 1,000 Governance-Qualified Participants (GQPs) cast a vote.

Governance-Qualified Participants (GQPs)

GQPs are a restricted subset of zkPass-verified participants whose proofs demonstrate sustained and governance-aligned contributions, including:

• zkPass-verified authors producing eligible content;

• protocol contributors and maintainers;

• ecosystem integration partners;

• DAO-recognized contributors or working group members; and

• participants meeting defined reputation or VRS-based thresholds.

Low-engagement or purely transactional actions (e.g. airdrop claims or single proofs) do not qualify.

Eligibility criteria are defined in the Governance Charter and may be updated through governance.

Each GQP counts as one vote for the purpose of participant-based quorum only.

Approval Thresholds

Once quorum is met:

• Standard Proposals: Require a simple majority (≥ 50%) and may satisfy quorum via either mechanism.

• High-Impact Proposals: Require a supermajority (≥ 67%) and must satisfy the token-based quorum.

Participant-based quorum supports governance continuity but does not replace token-weighted safeguards for high-impact decisions.

Exact quorum thresholds, participant definitions, and approval requirements are specified in the Governance Charter and may be adjusted over time through a valid governance process.

Treasury Management & Controls

Treasury Structure

• Secured via a 4-of-5 multisignature Safe wallet.

• Designed to balance decentralization and operational efficiency.

Signer Composition

• Technology Representative

• Operations Representative

• Legal / Association Representative

• Ecosystem Representative

• Community Representative (DAO-elected)

Execution Constraints

• Transactions may only be executed following DAO-approved proposals.

• Limited operational allowances are defined and capped by policy.

Controls & Transparency

• Transactions executed only after DAO approval.

• Limited operational allowances are capped by policy.

• All treasury addresses are public.

• Periodic reports disclose inflows, outflows, runway, and allocation categories.

Treasury funds are used exclusively to support the ecosystem.

Compliance Positioning & Role of $ZKP

From a regulatory and listing-review perspective:

• zkPass DAO is a non-profit Swiss Association focused on coordination and governance.

• $ZKP is a governance and coordination token, not equity and not a claim on profits or assets.

• DAO participation is voluntary, and influence is earned through verifiable contribution, not promised returns.

Closing Statement

By anchoring governance in verifiable participation rather than assumption, zkPass DAO aims to demonstrate a higher standard for decentralized coordination, one that balances decentralization, accountability, and regulatory awareness while remaining community-driven.