Neo co-founder and core developer Erik Zhang has revealed the Neo Governance Restoration Proposal, a proper response to Da Honfei’s Neo Basis restructuring proposal introduced 4 days in the past. Da’s proposal targeted on transferring the Neo Basis to the Cayman Islands and redistributing tens of hundreds of thousands of {dollars} in funds. $NEO and $GAS Zhang’s counterproposal goals to distribute tokens to holders and introduce staking voting with a six-month lockup, and focuses on institutional constraints, on-chain verifiable authorization, and accountability mechanisms for previous asset administration.
The proposal comes at a essential second in a governance dispute that has performed out publicly since late December 2025, when the 2 co-founders clashed over monetary administration and monetary transparency. After failing to achieve a decision at a gathering in Hong Kong in January, the 2 founders have moved to formalize their competing visions for the way forward for Neo’s governance.
What Mr. Zhang suggests
The proposal is constructed on seven governance ideas, together with on-chain verifiability, group authorization, corresponding authority and duty, obligation of loyalty and elimination of conflicts of curiosity, steady transparency, authorized incorporation, and substantive attribution.
The primary precept, on-chain verifiability, requires addresses, transaction information, contract standing, and on-chain decision to function the first truth base for Neo’s public governance. Zhang requires on-chain governance outcomes to be supremely binding inside the NF’s inside governance system, and for its standing to be explicitly written into the NF’s bylaws. He wrote:
“Probably the most urgent issues going through Neo at the moment are the dearth of a steady public governance order, unclear boundaries of authority, inadequate constraints on the administration of Neo public property, and the absence of a transparent, verifiable, and enforceable foundation for group approval of key public issues.”
Much like Dar’s proposal, Zhang requires a five-member board and an impartial supervisor. Nevertheless, the structural design differs in necessary methods.
Board construction and domain-specific powers
Zhang’s board seats are outlined by useful space. The 5 seats cowl Protocols and Structure, Engineering and Infrastructure, Monetary Audit and Compliance, Monetary Technique and Investments, and Enterprise Improvement and Strategic Partnerships. Every seat is answerable for a particular space of Neo’s operations.
Underneath Zhang’s working laws, necessary issues associated to a particular space of experience require not solely approval from the board of administrators, but additionally express help from the chair accountable for that space. Zhang frames this as guaranteeing that skilled judgment has substantive weight within the related points.
Mr. Da’s proposal would set up 5 board seats with staggered two-year phrases, decided by majority vote, with out specifying the useful space of every seat.
The position of the supervisor is analogous in each proposals. Zhang describes it as an impartial physique answerable for oversight, reviewing conflicts of curiosity, and guaranteeing compliance with procedures. He’s clear that the position of supervisor shouldn’t be confused with a seat on the board. “Supervisors exist to make oversight, procedures, and accountability a proper a part of the governance construction,” he writes.
Neo Public Belongings and Accountability
Zhang’s proposal contains detailed provisions relating to neo public property and historic accountability.
The proposal broadly defines Neo’s public property to incorporate all property which can be shaped, acquired, held, managed, managed, held in nomination, saved, invested in, or in any other case beneficially related to Neo’s historic growth. This contains property held instantly by Neo Basis and Neo International Improvement, but additionally applies to property held by different entities. This definition states that the willpower needs to be primarily based on useful possession and management, relatively than on whose identify the asset is formally registered.
Zhang’s proposal would then set up an ongoing obligation to evaluation all of Neo’s public property and associated historic preparations. It additionally requires accountability procedures for actions that will contain corruption, improper disposition of property, switch of advantages, harm to public property, concealment or switch of public property, unlawful identify holding, circumvention of governance oversight, and/or different violations.
The proposal states that the NF ought to rent an impartial lawyer or audit agency for a particular investigation, and that accountability ought to relaxation with the present present management. He wrote that “historic evaluation, liquidation, and accountability should not be suspended, extinguished, or circumvented by restructuring governance, restructuring companies, or altering tasks.”
In distinction, Da’s proposal focuses on forward-looking asset consolidation and monetary self-discipline. It requires the switch of property to reorganized NFs and the institution of transparency requirements, however doesn’t embrace comparable provisions for reviewing previous actions or pursuing authorized legal responsibility.
Responsibility of loyalty and elimination of conflicts of curiosity
Zhang introduces a precept that’s not current in Da’s proposal: an obligation of loyalty with express competitor exclusion. He stated, “No one who participates in, promotes, researches, or develops tasks that instantly compete with Neo might maintain a big governance position inside the Neo Basis.”
Administrators and supervisors are additionally topic to denial guidelines that cowl participation in exterior tasks, funding relationships, employment relationships, and relationships with associates.
Important structural variations between proposals
The 2 proposals differ in a number of structural respects. Dar’s proposal requires relocating the Neo Basis from Singapore to the Cayman Islands and redistributing some 26 million folks. $NEO and 40 million $GAS For token holders, floating voting shall be changed with a staking mannequin utilizing a 180-day non-binding interval, and each founders shall be banned from governance roles for twenty-four months. Mr Zhang’s proposal doesn’t embrace these measures, as an alternative retaining the present Singapore registration and specializing in institutional oversight, domain-specific board powers, and historic accountability mechanisms.
The place proposals match
Each proposals share some structural components. Each require a five-member board of administrators and an impartial supervisor. Each suggest to offer on-chain governance outcomes constitutional-level binding power inside the NF. each are required $NEO Token holder voting as a supply of governance authority. Each require continued monetary transparency and multiparty management over NF property. And each body the present governance scenario as requiring pressing structural reform.
encourage suggestions
There are at present two formal proposals on the desk within the Neo governance debate, every reflecting a unique principle about key ecological points.
Neither proposal has been formally adopted, and Mr. Da has not publicly responded to Mr. Zhang’s counterproposal. Everybody is inspired to take part in discussions primarily based on each proposals.
The complete textual content of the proposal might be considered on the hyperlink beneath.
https://github.com/neo-project/neo/points/4531
