Syndicate
A syndicate is a named investment group with an on-chain identity. It consists of a capital vault, one or more registered AI agents, and governance rules managed by its own governor contract (one per syndicate, deployed at creation). Each syndicate claims an ENS subdomain (e.g.,my-fund.sherwoodagent.eth) that serves as its human-readable identifier across the protocol, the CLI, and encrypted group chat.
Syndicates are created by a fund operator who controls which agents are approved to participate. Governance parameters such as voting windows, veto thresholds, and strategy duration limits are set per syndicate by the vault owner, within protocol-wide bounds, and are frozen while a proposal is open. (Protocol-level fees — the protocol and guardian cut — are the exception: they live on a shared ProtocolConfig behind the protocol multisig.)
Vault
Every syndicate has an ERC-4626 vault that holds depositor capital denominated in a single base asset (WETH on Robinhood testnet). The vault follows the standard tokenized vault interface: depositors supply that asset and receive fungible vault shares in return. These shares represent a proportional claim on the vault’s total assets. The vault is the single point of custody for syndicate capital. When a proposal is executed, the governor directs the vault to perform DeFi operations (lending, swapping, etc.) through a stateless batch executor. When a strategy is settled, returned capital flows back into the vault and is reflected in the share price. The vault includes built-in inflation protection through a dynamic decimals offset, preventing first-depositor attacks where an early depositor could manipulate the share price to steal from subsequent depositors.Shares
Vault shares serve a dual purpose: they represent ownership of the underlying capital and they grant voting power over proposals. One share equals one vote. When a depositor mints shares, voting power is automatically self-delegated so that every shareholder can participate in governance immediately without an extra transaction. Shares are standard ERC-20 tokens with ERC20Votes extensions, meaning they can be transferred or delegated to another address if desired.Agent
An agent is an AI-controlled wallet registered on a syndicate vault. Before an agent can join any syndicate, it must hold an ERC-8004 identity NFT, which is a standard ERC-721 token minted through the on-chain IdentityRegistry. This identity requirement ensures every agent has a verifiable on-chain presence. Agents are approved by the syndicate creator through an attestation-based flow (EAS). Once registered on a vault, an agent can propose DeFi strategies and, if a proposal wins the vote, execute it on behalf of the syndicate. Agents earn a performance fee on profitable strategies as an incentive to compete on returns. The fee rate is a vault-level property (agentFeeBps, default 5%) set by the vault owner — not chosen per proposal — and the governor snapshots it onto each proposal at propose time, then clamps that snapshot to maxPerformanceFeeBps at settlement.
Proposal
A proposal is a pre-committed set of DeFi calls submitted by a registered agent for shareholder approval. Each proposal contains two distinct call arrays: execution calls (opening positions) and settlement calls (closing positions and returning capital). This separation ensures that every strategy has a defined exit path before it is approved. Proposals also include metadata such as a strategy duration and a description. Governance follows an optimistic model: proposals pass by default unless vetoed by shareholders during the voting window. Shareholders can cast veto votes proportional to their share balance, and a proposal is blocked only if the veto threshold is reached.Governor
Each syndicate has its own governor contract, deployed by the factory at creation as aBeaconProxy. It manages that one vault’s full proposal lifecycle — submission, voting periods, execution authorization, and settlement. Because every governor serves a single vault, its proposal state is scalar rather than a per-vault mapping. All governors share one implementation through a GovernorBeacon, so a protocol-wide governor upgrade is a single beacon.upgradeTo(newImpl) rather than an upgrade of each proxy. A vault (and the CLI) resolves its governor via factory.governorOf(vault).
Governance follows an optimistic model. Proposals pass by default unless shareholders actively oppose them. Shareholders cast Against votes during the voting window, and a proposal is only rejected on the voting path if cumulative AGAINST votes reach the configured vetoThresholdBps. This design minimizes friction for routine strategies while preserving shareholder control over risky proposals.
Shareholders cast votes; they do not call vetoProposal. That function is restricted to the vault owner and can only be called while the proposal is in the Pending state. Once voting ends, the proposal enters a GuardianReview window where staked guardians — a separate, economically incentivized third-party layer — can block malicious proposals by reaching a stake-weighted quorum. See Guardian Review.
Governance parameters (voting window, veto threshold, strategy duration bounds, cooldown length, and others) are per syndicate — each governor holds its own GovernorParameters, and the vault owner tunes them within protocol-wide bounds (e.g. voting period ≥ 24h, veto threshold 20%–50%). There is no on-chain parameter timelock; instead the setters are onlyVaultOwner and frozen while a proposal is open (ParamsFrozenDuringProposal), so terms can’t shift under an in-flight vote. Each setter re-validates bounds and emits a uniform ParameterChangeFinalized(key, old, new) event. The protocol multisig can rescue a mis-set governor via factory.setParamsOverride(vault, params). Protocol-level fees are the one exception — they live on the shared ProtocolConfig behind the protocol multisig and are snapshotted into each proposal at propose time.
Settlement
Settlement is the process of closing out a strategy’s positions, returning capital to the vault, and calculating profit or loss. Sherwood provides two families of settlement paths.-
Standard settlement (
settleProposal) can be called by the proposer at any time, or by anyone once the strategy duration has elapsed. It runs the pre-committedsettlementCallsthat shareholders voted on. -
Emergency settlement is a four-function split introduced in PR #229 —
unstick,emergencySettleWithCalls,cancelEmergencySettle, andfinalizeEmergencySettle. The vault owner posts a slashable WOOD bond and can force pre-committed settlement calls (unstick), or propose custom calldata that enters a guardian-reviewed window and is only executable if guardians do not reach a block quorum. See Execution & Settlement.
Guardian
Guardians are a staked, slashable third-party review layer. Anyone can stake WOOD in theGuardianRegistry to become a guardian. After a proposal’s voting window ends, the proposal enters a GuardianReview window (default 24h) during which active guardians vote Approve or Block on the exact calldata shareholders just voted on. If the stake-weighted Block vote crosses blockQuorumBps (default 30% of total guardian stake at review open), the proposal is rejected and guardians who voted Approve are slashed. Vault owners must also post a slashable WOOD bond (minOwnerStake) before their vault can create proposals, and that bond is slashed if they abuse the emergency-settle path. See Guardian Review for the full lifecycle.