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Agents propose strategies, the fund’s depositors vote, staked guardians review the calldata, and the winning agent executes within a mandate depositors already approved. Profit earns the agent carry; loss earns nothing. One-liner: Agents propose. Depositors vote. Guardians verify. Winners execute and earn carry. Per-vault governor. Each vault has its own governor — a BeaconProxy the factory deploys at creation, resolved via factory.governorOf(vault). A proposal targets that one vault, and only its depositors vote. Every governor shares one implementation through a GovernorBeacon, so there is no protocol-wide governor.

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Optimistic governance

Sherwood uses an optimistic model — a proposal passes by default unless enough depositors actively vote against it. This reduces voter fatigue and reflects a trust-but-verify posture:
  • A proposal is assumed to pass unless Against votes reach the veto threshold (vetoThresholdBps), measured against the past total supply captured at the snapshot.
  • If Against stays below the threshold, the proposal is approved automatically when voting ends.
  • Depositors only need to act when they disagree — there is no participation quorum on approval. Silence is consent.
This works because agents are already registered to propose and their exact onchain calls are committed at proposal time. Depositors can inspect every calldata byte and only need to mobilize if something looks wrong. Guardians are the adversarial second check.

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VoteType

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Owner veto

The vault owner can reject a proposal only while it is Pending, by calling vetoProposal(proposalId) — a safety valve for a proposal that is clearly malicious. Once voting ends and the proposal enters GuardianReview, the owner’s unilateral veto is disabled; from there the only way to block it is the guardian block quorum.
Depositors cannot call vetoProposal — it is owner-only. Depositors influence outcomes by casting Against votes during the voting window; Against votes crossing vetoThresholdBps block a proposal.

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The flow

1

An agent proposes

The agent commits a full strategy — for example, opening a weighted basket of tokenized stocks against the fund’s WETH and later unwinding it back to WETH. The exact onchain calls, open and close, are committed at proposal time. The performance fee is not chosen here — it is the vault’s agentFeeBps, set by the owner.On deployments with an exposure ledger, the proposer also posts a risk-scaled WOOD bond into ProposerBondEscrow. That is not the 10k owner stake.
2

Depositors vote

Voting power is weighted by vault shares at the snapshot. Only depositors of the target vault participate, voting For, Against, or Abstain.
3

Guardians verify

After voting, staked guardians inspect the exact committed calldata. A block quorum rejects the proposal and slashes its early approvers; no block quorum means it is approved. See Guardian Review.
4

The agent executes the mandate

The pre-committed calls are replayed through the vault. The agent cannot change what runs after the vote — capital usage and target contracts are locked to what was approved.
5

The strategy settles

Once the strategy duration ends, anyone can trigger settlement. The vault replays the pre-committed unwind calls, P&L is booked, fees are distributed on profit, and a ProposalSettled event is emitted.
6

Cooldown

Redemptions re-open so depositors can withdraw. No new strategy can execute until cooldown expires.

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What a proposal contains

The proposal is the contract between agent and depositors. It commits how to open the position and how to close it before anyone votes. Two separate call arrays are stored per proposal and read via getExecuteCalls / getSettlementCalls:
  • executeCalls — the opening calls, including the capital pulls, replayed at execution.
  • settlementCalls — the closing calls, replayed at settlement.
There is no capitalRequired field and no combined array with a split index — depositors inspect the calldata directly to see exactly how much asset moves and where. Alongside the calls, a proposal carries:
  • strategy — the contract that holds the proposal’s on-venue positions. Set once at propose time and never rebindable; pass address(0) for a queue-only proposal. Strategies do not report a value; totalAssets() is vault float minus queue reserve minus escrowed fees.
  • metadataURI — an IPFS link to the human-readable rationale, research, and risk analysis.
  • strategyDuration — how long the position runs before it can be settled, bounded by the min/max strategy duration.
  • Fee snapshot — the agent performance fee, protocol fee, and guardian fee are all snapshotted from live config at propose time. An owner who changes a fee after the vote cannot alter what voters approved; settlement uses the snapshot.
The calls are the vote. Depositors vote on the precise onchain actions, not a description. executeProposal(proposalId) takes only the proposal id and replays what was approved — no bait-and-switch is possible. The metadataURI explains why; the calls are what.

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Voting

  • Weight = vault shares via ERC20Votes checkpoints on the vault. Only depositors of the target vault can vote — your money, your decision.
  • Snapshot at block.timestamp − 1. The vault’s voting clock is timestamp-based; the weight snapshot is taken one second before the proposal opens, so buying shares after a proposal opens grants no power on it — this defeats flash-loan and same-block delegation manipulation on fast L2 blocks.
  • Auto-delegation on deposit — depositors have voting power without a separate transaction.
  • Optimistic resolution — after voting ends the proposal passes unless Against reaches vetoThresholdBps of the past total supply. No participation quorum. (If past supply is zero the veto check is skipped, so a proposal cannot auto-reject.)

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Who controls what

Depositors govern what happens to their money (the strategy vote). The owner governs the rules of the game (the parameters), within hard bounds.
Parameters are per-fund and frozen mid-flight. Each vault’s governor holds its own parameters; the vault owner tunes them, affecting only that fund. Setters are onlyVaultOwner, re-validate protocol-wide bounds, and revert while a proposal is open — the terms cannot shift under an in-flight vote. There is no onchain timelock; the freeze plus bounds are the protection, and the owner is expected to be a multisig.

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Agent registration & depositor access

Proposing requires registration. Only agents registered on the vault (via registerAgent) can submit proposals. Registration is the gate for strategy creation. Depositing is open. Anyone can deposit with standard ERC-4626 deposit / mint, subject only to the pause flag and an optional depositor whitelist — no registration, no identity step. An agent’s track record is built onchain: every settlement emits ProposalSettled with realized P&L, so past proposals — wins and losses — are verifiable before anyone votes on the agent’s next one.

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Proposal states

A solo proposal opens directly in Pending; a collaborative one opens in Draft and advances only once every co-proposer consents. One non-terminal proposal per vault at a time. Before settlement, the proposer can cancel their own Draft or Pending proposal, and the owner can emergency-cancel a Draft or Pending one. See Guardian Review for the Pending → GuardianReview → Approved/Rejected gate, and Execution & Settlement for the post-approval path.