[TPP DRAFT] ZKsync Association Donation

[theshelb]

This proposal passed with a majority of ~950M ZK in-favor of the proposal. See final results here.

Title	ZKsync Association Donation
Proposal Type	TPP
One Sentence Summary	The ZKsync Token Assembly donates 64M ZK ($1.6M @ $0.025) to the ZKsync Association to support its non-profit purpose as issuer of the ZK Token and steward of the ZKsync governance framework.
Proposal Author	ZKsync Association
Proposal Sponsor	TBC
Date Created	February 2026
Version	v1.0
Summary of Action	Grant minter role to a 64M ZK Capped Minter, (address TBC) as a donation to the ZKsync Association.
Link to proposal discussion	TBA

Abstract

This Token Program Proposal (TPP) authorizes a donation of 64,000,000 ZK ($1.6M @ $0.025) to the ZKsync Association to support the pursuit of its statutory non-profit purposes, as defined in its Articles of Association and outlined in detail below.

The ZKsync Association is a non-profit association under Austrian law, established to promote secure, transparent, and censorship-resistant digital infrastructure and to support the development and governance of the ZKsync ecosystem. It is the issuer of the ZK Token, deployer of token and governance smart contracts, and the legal and operational foundation for the ZKsync governance system (including the maintenance of the free of charge and publicly available governance portal). This donation supports essential ZKsync Association operations for the next 12 months.

Motivation

The ZKsync Association is a non-profit, ownerless association (Verein) under Austrian law. It has no shareholders or equity - instead, it pursues a purpose on a not-for-profit basis. The ZKsync Association therefore relies on donations in order to pursue its purpose.

A dedicated donation from the Token Assembly:

• Recognizes the ZKsync Association’s public-interest role as issuer of the ZK token, publisher of the MiCA White Paper and steward of the ZKsync governance system;
• Supports the continuation of listing efforts of the ZK Token on reputable exchanges to foster widespread adoption of decentralized and immutable systems;
• Maintains the independence of the ZKsync Association as a non-profit entity aligned with MiCAR and Austrian association law.

ZKsync Association Legal Background

The purpose of the ZKsync Association includes, among other things (as outlined in ZKsync Association’s AoA):

• Enhancing digital literacy around cryptography, zero-knowledge proofs, and blockchain-based networks.
• Supporting the development of secure, transparent, and censorship-resistant digital infrastructure.
• Promoting democratized and decentralized governance of zero-knowledge protocols and ensuring access is possible regardless of origin or financial resources.

To achieve this Purpose, the ZKsync Association:

• Has issued the ZK Token and deployed governance-related smart contracts.
• Authors and maintains the ZK Token MiCA White Paper, aligning the ZK Token with EU regulatory standards.
• Operates and makes publicly available the ZKsync Governance Portal and Forum, and maintains governance documentation and open-source repositories.
• Supports transparent coordination between ZKsync governance bodies such as the Token Assembly, Security Council, Guardians, as well as other ecosystem participants.

The first 2024-2025 ZKsync Association Operational Report shows that the Association has already:

• Designed and launched the ZK Token and ZKsync Governance System.
• Deployed audited governance smart contracts, token contracts, and capped minter infrastructure.
• Supported live governance operations, including standard protocol upgrades, emergency actions, and complex token programs.
• Hosted, attended and spoke at various events and conferences throughout the year, including Delegate meetups, curating governance-focused Community Hubs at Devcon & Devconnect, and hosting governance operator workshops.

Intended Use

While a donation is not tied to specific deliverables, the ZKsync Association intends to use the tokens in accordance with the ZKsync Association AoA, inter alia to:

• Support its work as issuer of the ZK Token and author of the MiCA White Paper, including legal and compliance-related work.
• Maintain and improve public-interest governance resources (governance portal, forum, documentation, open-source repositories).
• Advance education, events, and public resources that increase digital literacy and participation in ZKsync governance, in line with its Purpose and Articles of Association.
• Strengthen operational resilience for governance-related coordination across the Token Assembly, Security Council, Guardians, and other ecosystem organizations.

These descriptions are informative only and do not create binding obligations.

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Program Mechanics

Donation Structure

• Total Donation: 64,000,000 ZK
• Recipient: ZKsync Association (Austrian Association, register number 1612209629; registered office Kärntner Ring 5–7, 1010 Vienna, Austria).

Token Distribution Contract	ZksyncAssociation_Parent_2026 (Parent Capped Minter)
Smart-Contract Address	TBC
Smart-Contract Admin Role	ZKsync Association
Smart-Contract Pauser Role	ZKsync Security Council
Minting Start	February 9, 2026
Minting End	March 31, 2027
Token Configuration Parameters	Cap: 64,000,000 ZK

Onchain Actions

• Grant ZK Token Minter Role to ZksyncAssociation_Parent_2026

Admin Multisig

The Admin multsig controlled by the ZKsync Association with have a 4/6 signer threshold. The multisig address will be confirmed and added to the proposal this week.

The 6 signers include employees and contractors of the ZKsync Association, as well as the Association Directors.

Accountability, Security, and Transparency

• Association Director Oversight: The Association Directors’ role ensures compliance with Austrian law and usage of the donation funds in accordance with it’s non-profit purpose as outlined in the Association’s AoA. The board of directors has direct oversight over all allocation of donation funds.

In addition, the ZKsync Association, independent of this proposal and in line with its purpose, follows a set of transparency practices:

• Public Reporting: The ZKsync Association publishes an annual operational report summarizing activities, governance system updates, and key learnings, such as the 2024–2025 report. In addition to the upcoming 2026 report, the Association plans to produce an overview of budget breakdown for the year.
• Documentation: The ZKsync Association maintains public governance documentation, smart-contracts, legal references, and token program overviews at docs.zknation.io and related resources.
• Regulatory Disclosures: The ZKsync Association maintains, and where necessary update, the ZK Token MiCA White Paper in line with applicable regulatory requirements.

In alignment with the non-profit structure of the ZKsync Association, nothing in this proposal creates any additional legal or contractual obligations for the ZKsync Association beyond those arising under applicable law and its Articles of Association.

[0x2518d14b6797D5e974]

I’m concerned that this proposal mints 64M ZK as a donation with no binding commitments, no defined budget, and no reporting requirements tied to this funding. Given the current market conditions and already depressed price, this introduces additional supply pressure without sufficient accountability.

[Demacia]

Thank you for drafting this proposal and outlining the purpose of the donation to the ZKsync Association.

Before considering a donation of 64M ZK (~$1.6M at $0.025), I believe it’s important for the community and Delegates to have greater transparency and budget clarity. Given the size of this request, the Token Assembly should be able to clearly understand how the funds will be allocated and what concrete outcomes they enable.

To that end, could you please provide:

1. Detailed Budget Breakdown

A line-item budget showing how the funds are expected to be spent (e.g. legal, compliance, staffing, infrastructure, operations, events, communications), ideally with both ZK and USD equivalents.

2. Timeframe & Spend Horizon

Over what period will these funds be used? Are there planned phases or milestones tied to specific portions of the budget?

3. Deliverables / KPIs

What measurable outputs or KPIs justify this level of funding? For example: compliance milestones, documentation delivered, governance tooling maintained, events organized, or other tangible outcomes.

4. Reporting & Accountability

Will there be regular public reporting on budget utilization (e.g. quarterly updates)? If so, what level of detail should the community expect?

5. Historical Context (if available)

A comparison to previous operational spending by the Association and the outcomes achieved would help Delegates evaluate whether the proposed amount is proportional and reasonable.

For governance decisions involving amounts of this magnitude, clear cost transparency is essential for informed voting. Providing a structured budget and reporting expectations would greatly help the community assess this proposal on its merits.

Looking forward to the additional details — thank you.

[walker46]

I cannot support this proposal for several critical reasons:

1. Token Price & Market Conditions
   • We are already at ATL (all-time low) for ZK. Donating 64M tokens at this stage further dilutes circulating supply and risks worsening market sentiment.
   • Community confidence is fragile. Burning or preserving supply would be far more responsible than minting new tokens for donation.

2. Misalignment with Token Holder Interests
   • Token Assembly exists to represent holders. This donation prioritizes the Association’s operations over the economic health of the token itself.
   • Holders are bearing the cost of dilution without any direct benefit or upside.

3. Lack of Clear Deliverables
   • The proposal explicitly states donations are “not tied to specific deliverables.” This is unacceptable.
   • Without binding commitments, there is no accountability for how 64M ZK will be used.

4. Operational Funding vs. Governance Integrity
   • If the Association requires funding, it should seek diversified sources (grants, partnerships, sponsorships) rather than relying solely on token issuance.
   • Governance credibility is undermined when the issuer continuously mints tokens for its own survival.

5. Transparency Concerns
   • While annual reports are mentioned, there is no detailed budget breakdown tied to this donation.
   • Token holders deserve clarity on how every ZK will be allocated before approving such a large transfer.

   Conclusion:
   This proposal is poorly timed, poorly structured, and misaligned with the interests of ZK holders. At ATL, the last thing we need is dilution without accountability. I strongly oppose this donation and urge fellow delegates to vote NO until a more transparent, deliverable-based funding plan is presented.

[SphinX]

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While I acknowledge the institutional role of the ZKsync Association, I have serious concerns with this proposal.

ZK token is already down -90% from its highs, and approving a large new mint at this stage further dilutes tokenholders, showing clear misalignment with tokenholder interests.

The proposal also provides no concrete budget breakdown - no category-wise allocation, no milestones, no KPIs. Tokenholders are being asked to approve $1.6M with zero capital efficiency visibility.

Accountability is weak. The proposal explicitly states the descriptions are “not binding obligations”, meaning:

• No enforceable reporting

• No performance requirements

• No clawback mechanisms

This sets a poor precedent of recurring funding to an entity that is effectively unaccountable to token holders.

Without clear budget transparency, reporting commitments, and alignment with token performance, this proposal fails basic standards of transparency, accountability, and governance discipline.

[0xmadmaxx.eth]

Assuming that this draft correlates with the existing proposal for funding governance infrastructure: https://vote.zknation.io/dao/proposal/8043865517871673466500920771587039178855876090726876272793935297016439640908?govId=eip155:324:0xb83FF6501214ddF40C91C9565d095400f3F45746

The costs are transparent and fixed, which means we can understand that unused funds will be returned (or burned).

Or, since it’s a “donation,” how will these funds be used in case of good token price performance?

Thank you.

[Euseb1u]

These quarterly costs are way too high, and zksync needs to start bootstrapping urgently. If this turns into a classic bear market, the token could easily add two more zeros to its price. That’s not an acceptable risk, so you need to pivot now.

[cobinus]

This proposal to donate treasury funds is dangerously misguided, especially now. Here’s why it must be rejected:

1. It Spits on the Community: After the controversial airdrop, giving money away externally—instead of to the users and builders who support the chain—is a massive insult. It destroys remaining trust.

2. We Token Holders Have Suffered the Most: We are the ones who provided liquidity, used the network, and held the token through volatility. The airdrop felt like a betrayal of our contribution, and now Third-Party Proposals (TPPs) like this one pour salt on the wound. Instead of addressing our losses and rebuilding value, the conversation is being hijacked by ideas that further dilute and misdirect the treasury. These TPPs are a distraction from the real work needed to make the token valuable for those who already believe in the network.

3. It Wastes the War Chest: The treasury exists for protocol survival and growth (grants, security, decentralization). Donating it sets a reckless precedent and drains resources we need to compete.

Bottom Line: This is self-sabotage. Token holders are already hurting, and proposals like this show a complete disregard for our plight and the real priorities. Stop the distraction. Use the treasury to build value for us, the community that actually supports ZkSync. Our focus must be internal: fixing the airdrop fallout, decentralizing the sequencer, and funding ecosystem grants.

Vote NO. Demand the treasury be used to build ZkSync, not for external philanthropy.

[theshelb]

Thank you everyone for your questions and comments! As there are is a lot of overlap in question topics, we have prepared the following post to address common questions and add clarifications.

Over what period will these funds be used?

The funding request is to support essential entity costs for the next 12 months. We have updated the proposal text to make this point clearer.

@theshelb

This donation supports essential ZKsync Association operations for the next 12 months.

Why is the proposal for a donation and not an exchange for specific services?

The ZKsync Association is a non-profit organization based in Austria. In order to maintain non-profit status, it is legally not allowed to engage in contracted services in exchange for funding.

The Association is ownerless, no dividends are paid to members and all the donations received may only be used for the designed purpose, which is set out in the Articles of Association. Hence why you see more “donation” and “disclaimer” language in this proposal than in others. It is the duty of Association Directors to ensure compliance and oversee all expenditure of donations.

The 2024-2025 ZKsync Association Operational Report noted above outlines in detail the work that the Association has completed since its inception, and intends to continue with any donation received. The “Intended Use” section outlines how the Association intends to use any donations received.

What are the reporting requirements?

@theshelb

Public Reporting: The ZKsync Association publishes an annual operational report summarizing activities, governance system updates, and key learnings, such as the 2024–2025 report. In addition to the upcoming 2026 report, the Association plans to produce an overview of budget breakdown for the year.

How does the ZKsync Association use its available operational funds?

Operations costs for the ZKsync Association fall into two main categories:

• Entity Compliance & Operations (95%): MiCA/legal compliance, issuance of white paper, exchange listings, legal services, insurances, entity services providers (e.g. payroll, tax), director & employee/contractor salaries, minimum operations costs to keep the entity running & enable the team to fulfill the purpose outlined in AoA.
• Education & Events (5%): Conference attendance (e.g. EthCC, Devcon), educational workshops & Delegate meetups, publication of resources promoting decentralized governance & censorship-resistant infrastructure to fulfill nonprofit obligations

Why is this proposal being posted now?

The ZKsync Association was incorporated in June 2024. The donation is to support ongoing operations through to next year. As the token issuer, the ZKsync Association is a critical component of the governance system, and by extension the ZKsync protocol.

How are excess funds used if the proposal donation request is denominated in USD?

As mentioned above: the ZKsync Association is legally obligated to use all funding in service of the purpose and means outlined in the Articles of Association. The donation request cannot include a commitment to return funds since it would not qualify legally as a donation. For additional information please see the second question in this post.

Happy to discuss these points and additional questions on the Proposal Review call later today!

[pablosm]

Thanks for the answers @theshelb

Operating governance infrastructure, legal frameworks, compliance, documentation, and ecosystem coordination at ZKsync’s scale is complex, demanding, and inevitably costly — especially the less visible parts that keep the system stable long-term.

At the same time, questions around clarity and accountability are healthy and expected in a decentralized ecosystem. Previous reports of execution have been very useful. We assume that will continue.

Considering recent Vatilk’s post about L2s, ZKsync has been clearly going in the right direction for more than a year, focusing on a clear value proposition that drives this whole community and ecosystem to meaning. Ultimately, it’s up to us, the Community, to be actively helping build that.

[theshelb]

The ZKsync Association Donation TPP has been submitted onchain: [TPP-15] ZKsync Association Donation

Voting starts on Monday, Feb 16th. Please note the ZK amount for the $1.6M USD request has been adjusted to reflect the ZK price average at the time of onchain submission

[Chris_Areta]

@theshelb

The 2024-2025 ZKsync Association Operational Report noted above outlines in detail the work that the Association has completed since its inception, and intends to continue with any donation received. The “Intended Use” section outlines how the Association intends to use any donations received.

Thanks for providing more clarity on the ZK Association’s operations and intended use of the donation. We acknowledge that the ZK Association plays a critical role, executing key functions across token issuance/compliance and coordination of ZKsync governance, both on its own and in collaboration with key ecosystem actors including the ZK Foundation, ZKsync Security Council, ZKsync Guardians, etc. As such, we see a clear need to support the ZKsync Association with funding to continue its operations.

[kaereste]

The following reflects the views of L2BEAT’s governance team, composed of @krst and @Manugotsuka, and it’s based on their combined research, fact-checking, and ideation.

We voted FOR.

We recognize the essential role of the ZKsync Association as issuer of the ZK Token and steward of the governance framework. Supporting its operational continuity is critical for regulatory alignment and ecosystem stability.

We initially had questions regarding the size of the capped minter and the absence of predefined KPIs or detailed budget allocations. However, we understand that structuring this as a donation is appropriate given the Association’s non-profit status under Austrian law, as introducing formal deliverables could create regulatory and tax implications.

We believe supporting the operational resilience of the ZKsync Association is in the best interest of the ecosystem and therefore support the proposal.