Notice: This document is intended to publicly articulate the principled framework of Matrix DAO’s governance objectives, governance scope, and governance operating approach, and to provide a consistent reference for community participation in governance.
Matrix DAO’s governance rules will continue to evolve in a manner that is transparent, auditable, and upgradeable. The process arrangements described herein may be modified as necessary, provided that such modifications do not alter the governance token’s utility or defined boundaries, and are made pursuant to DAO governance decisions, risk management frameworks, and engineering implementation considerations.
In the event of any inconsistency between this document and the on-chain governance contracts or formally adopted governance rules approved by the DAO, the on-chain rules and formally adopted governance rules shall prevail.

Document Purpose and Applicability

Purpose

• Clarify governance positioning: Describe the utility and boundaries of MTX as the governance token of Matrix DAO (governance-only) and establish a consistent external narrative.

• Unify the governance framework: Outline the framework-level arrangements of Matrix DAO’s governance principles, participant roles, proposal and voting processes, and execution and security mechanisms, enabling the community to form operational governance consensus.

• Support long-term evolution: Provide a versioned and traceable governance documentation foundation for continued governance iteration, ensuring governance rules remain transparent and auditable throughout their evolution.

Applicability

This document applies to governance-related discussions, proposals, voting, and execution activities within Matrix DAO, including but not limited to:

1. Protocol and system upgrades / key parameter adjustments: core contract upgrades, changes to critical system configurations, security and compatibility updates, etc.;

2. DAO treasury and resource allocation: budget planning, grants and funding, ecosystem support, public goods support, infrastructure development and maintenance, etc.;

3. Governance rule iteration: updates to governance rules such as proposal processes, voting mechanisms, permission boundaries, transparency standards, and accountability mechanisms.

Governance Token Positioning and Boundaries (MTX)

• MTX is the governance token (BEP-20) of Matrix DAO, used to participate in decentralized governance decisions across the Matrix ecosystem.

• MTX holders may participate in governance through on-chain voting, or delegate their voting power to representative addresses (delegation) to improve participation efficiency and form more stable governance consensus.

• MTX is not used to pay network transaction fees or as a gas token, and does not represent any equity interest, profit rights, or any claim to protocol revenues (unless subsequently approved by the DAO and accompanied by necessary disclosures and compliance arrangements).

Governance Principles

Matrix DAO governance follows these principles:

• Security first: governance and upgrades prioritize system security and availability.

• Minimal governance: govern only what is necessary, and strive to keep the protocol simple, verifiable, and maintainable.

• Transparency and traceability: proposals, discussions, voting, execution, and treasury fund flows should have publicly verifiable records.

• Upgradeable, but constrained: upgrade paths should be transparent and auditable, with checks and buffers designed at the mechanism level.

• Representativeness and participation efficiency: encourage higher-quality, sustained governance participation and accountability through delegation.

  
  

Governance Participants and Roles

MTX Holders

• Participate in governance voting, delegate voting power, and express preferences and views on DAO decisions.

Delegates

• Accept delegated voting power from others and represent delegators in governance.

• Encourage publishing governance positions, voting records, and rationales, and accepting community oversight.

Proposers

• Draft proposals, organize discussions, respond to inquiries, drive voting, and follow up on execution and acceptance/verification.

Execution Module

• Proposal execution is handled by on-chain governance contracts and execution mechanisms (which may include execution buffers).

• Execution permission boundaries, callable scope, and constraints on key actions should remain auditable and verifiable.

  
  

Voting Power and Delegation

• Matrix DAO uses token-weighted voting based on token holdings.

• Delegation of voting power is supported; delegation can be revoked or changed.

• Delegation does not transfer token ownership; it only affects how governance voting power is exercised.

Recommendation: Encourage delegates to publish a “Delegate Statement” and periodic summaries to enhance governance transparency and community trust.

Proposal Lifecycle

Governance proposals typically follow this flow:

1. Draft: Publish a draft (background, objectives, plan, risks, execution and verification approach).

2. Discussion: Open discussion, inquiries, and iterative revisions.

3. On-chain Proposal: Enter the on-chain process and initiate a vote.

4. Voting: On-chain voting determines whether the proposal passes.

5. Execution / Buffer (Execution / Timelock): After passage, changes are executed via the execution mechanism; material changes may include execution buffers for review and risk control.

6. Verification: Publish verifiable execution information and acceptance/verification notes.

Proposal thresholds, voting periods, passing conditions, and execution arrangements are subject to the on-chain governance contracts and formally adopted governance rules approved by the DAO.

Proposal Types and Tiering
Standard Proposals

Applicable to: general parameter adjustments, ecosystem grants/funding, and process/governance updates.

Protocol Upgrade Proposals

Applicable to: core contract upgrades, changes to critical system components, security/availability-related upgrades.

• Typically require more extensive discussion and stricter risk disclosure requirements (as applicable).

Governance Amendments / Constitution Changes

Applicable to: changes to the governance framework, permission boundaries, and emergency mechanisms.

• Should follow more prudent procedures and stricter execution constraints (subject to on-chain rules).

DAO Treasury Governance

Treasury Objectives

• Support the protocol’s long-term security and sustainability;

• Support ecosystem infrastructure and public goods;

• Support community governance, research, and ecosystem growth (as determined by the DAO).

Budgeting and Grants

• Grant proposals should include: amount, recipient address, use of funds, milestones (if applicable), and acceptance/verification criteria.

• Treasury resource allocation should follow principles of transparency, traceability, and auditability.

Transparency and Reporting

• Treasury addresses should be publicly accessible and verifiable.

• Periodic reports on fund usage and project progress are recommended (frequency and format to be determined by the DAO).

Execution & Permissions

• Governance execution mechanisms should clearly define the scope of callable contracts and methods, and apply protective measures to key permissions.

• High-risk permissions should use stricter execution constraints and transparency disclosures to reduce abuse and attack risk.

Security & Emergency

Matrix DAO may introduce necessary emergency mechanisms to prioritize system security and user interests in extreme situations. Emergency mechanisms should follow:

• Minimal permissions and limited scope;

• Clear trigger conditions and verifiable actions;

• Post-incident transparency disclosures and governance accountability;

• Timely return to normal governance processes after risks are resolved.

Specific emergency processes and permission boundaries are subject to rules approved by the DAO and on-chain implementation.

Disclosure and Governance Transparency

Transparency and traceability are encouraged in the following areas:

• Proposal content, discussion records, and version changes;

• Voting results and delegates’ voting rationales (recommended);

• Execution transactions and verification notes;

• Treasury fund flows and periodic reports;

• Security incident postmortems (without expanding the attack surface).

Governance Evolution

Matrix DAO’s governance capabilities will be progressively improved in a manner that is auditable and upgradeable. The evolution of governance rules and execution mechanisms will be established by DAO decisions and on-chain rules, without changing the “MTX governance utility and boundary,” and will continuously optimize proposal tiering, execution constraints, and transparency mechanisms.

Document Updates and Effectiveness

• This document will be iterated with versioning and will maintain a changelog.

• Updates should follow the applicable governance process; in case of conflict with on-chain rules, on-chain rules shall prevail.

Disclaimer

• This document is provided solely to describe the governance framework and principles and does not constitute investment advice or any promise of returns.

• Participation in governance may involve technical, security, execution, and market risks. Participants should evaluate independently and bear corresponding risks and responsibilities.