What is the Optimism Foundation?

The Optimism Foundation is a Cayman Islands foundation company. It operates to support the establishment of the Optimism Collective, the development of the Optimism ecosystem, and the technology that powers it.

The Foundation is one component in a large, evolving and ever-growing web of companies, groups, and individuals driving towards actualization of the Optimistic Vision (opens in a new tab).

Consistent with the Collective’s Working Constitution, the Foundation strives to:

• Support the Collective with a formal legal entity.
• Steward the early evolution of Collective governance.

Supporting the Collective through a formal legal entity

As an established entity (a Cayman foundation company), the Optimism Foundation can enter into legally enforceable, binding commitments with third parties in the “real” world on a limited liability basis. For example, the Foundation is able to:

• Enter into contracts with third parties, such as service providers.
• Administer intellectual property rights.
• Make required governmental reports and filings.

This status enables the Foundation to sometimes act more quickly, predictably, or safely – and enables the Foundation to leverage those advantages to support the Collective in its early developmental stages.

Stewarding the early evolution of Collective self-governance

Optimism governance is a commitment to experimentation. This iterative approach gives the Collective time to build a strong immune system, discover the processes that work best, and ultimately increase its chances of a successful journey.

In its stewardship role, the Optimism Foundation currently facilitates a number of administrative aspects of Collective governance. For instance, it:

• Monitors and moderates governance proposal processes.
• Implements approved governance proposals.
• Helps develop frameworks, such as the Working Constitution and the Operating Manual, to facilitate participation.

The Foundation also supports the Optimism protocol as an open source project, by encouraging and enabling the community to build out its technical architecture and commissioning technical research on scalability, security, and decentralization.

The Foundation will not provide these administrative services indefinitely; its ultimate aim is to coordinate contributors into creating the technical and governance foundations that allow the Foundation to decentralize its role over time.

How does the Foundation work?

The Optimism Foundation is governed by a Board of Directors and a Supervisor.

The Board of Directors currently consists of: Abbey Titcomb, Ben Jones, Brian Avello, Eva Beylin, and Jing. The Board’s role is to manage the business and affairs of the Foundation.

The Supervisor is the Cayman Islands firm, DS Limited. Its role is to oversee the Foundation’s directors and ensure the observance of their legal obligations.

The Foundation also employs officers, contractors and service providers to execute on its operational and administrative aims.

How is the Foundation held accountable?

As a Cayman Islands foundation company, the Foundation is legally accountable to its governing documentation, which sets up the Foundation to defer to the will of the Optimism Collective and its governance.

Specifically, the Foundation is required to observe and implement the outcome of valid governance votes in a diligent and commercially reasonable manner. Its discretion in this regard is limited to proposals that are unsafe, insecure, inconsistent with purpose, incapable of being implemented in a legally compliant manner, or that would leave the Foundation unable to function.

There are three governance proposal types specifically targeted towards ensuring that the Foundation and its personnel are accountable to the will of the Collective:

• Treasury appropriations – the amount of OP tokens available to the Foundation for disbursement is subject to an annual vote, beginning in 2023.

• Director removal – the ability of governance to have a member of the Foundation’s Board of Directors removed from service.

• Rights protections – a blocking vote, which enables the Token House to veto any proposed change to the Foundation’s governing documents that would materially reduce the rights of OP token holders.

More information on each of the above proposal types is contained in the Operating Manual (opens in a new tab).

What role does the Foundation play in the long term?

While the Collective’s Working Constitution is limited to a four year period, the Foundation intends to continually transition responsibilities to the broader governance community well before that milestone.

The Foundation’s role will evolve during this transition period, consistently trending towards its – and the Collective’s – commitment to sustained decentralization.