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English version/governance.md

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+# Governance and Voting Mechanism
+
+**Last updated:** 2025-01-27  
+**Version:** 1.0
+
+---
+
+## Governance Token Distribution
+
+### Ownership Structure
+
+- **Founder:** 70% of tokens (2,100,000 tokens)
+- **Investors (LP):** up to 30% of tokens (900,000 tokens)
+- **Total tokens:** 3,000,000
+
+### Model Feature
+
+- LP investors receive governance tokens → effectively become GPs with voting rights
+- Investors (30%) have real governance rights, not just dividend rights
+
+---
+
+## Quorum and Voting Mechanism
+
+### Quorum for Decision-Making
+
+- **Initial quorum:** 51% of all governance tokens
+- **Dynamic change:** Quorum is determined by token holders through voting
+- **Protection against single control:** Quorum can be increased from 51% to 70% to exclude the risk of single control of the treasury
+
+### How the Quorum Mechanism Works
+
+1. Token holders can propose quorum changes through the voting system
+2. Changing the quorum requires voting with the current quorum (51% or higher)
+3. Quorum can be increased to 70%, meaning the founder (70%) cannot make decisions unilaterally
+4. This protects investor interests (30%) and prevents abuse of control
+
+### Technical Implementation
+
+- On-chain voting through smart contracts
+- Transparent vote counting system
+- Each token = one vote
+- Voting results are recorded in the blockchain and available for verification
+
+---
+
+## On-Chain Voting Procedure
+
+### Who Can Create Proposals
+
+- All governance token holders (founder and investors)
+- Ability to create proposals for voting
+
+### Voting Process
+
+1. **Proposal creation:** Any token holder can create a proposal
+2. **Discussion period:** Proposal is put up for discussion
+3. **Voting:** Token holders vote for or against the proposal
+4. **Vote counting:** Votes are counted proportionally to the number of tokens
+5. **Decision-making:** Decision is made if ≥ quorum voted for it (51% or higher, depending on current value)
+
+### Types of Decisions Requiring Voting
+
+- Quorum changes (51% → 70% or vice versa)
+- Fund strategic decisions
+- Changes to profit distribution rules (15% / 15% / 70%)
+- Large investments in portfolio companies
+- Governance structure changes
+- Other critical decisions affecting the fund
+
+---
+
+## Balance of Founder (70%) and Investor (30%) Rights
+
+### Founder Rights (70%)
+
+- Strategic leadership and fund development
+- Technical support and platform development
+- Participation in voting with 70% weight
+- Creating proposals for voting
+
+### Investor Rights (30%)
+
+- Participation in voting with up to 30% weight (depending on ownership share)
+- Creating proposals for voting
+- Ability to block decisions if quorum is increased to 70%
+- Information rights (access to reports, financial data)
+- Access to accelerator projects by selected business activity types
+- Co-investment opportunities in deals
+
+### Minority Protection Mechanisms (30%)
+
+1. **Increasing quorum to 70%:** Investors can vote to increase the quorum, preventing unilateral decision-making by the founder
+2. **Right to create proposals:** Investors can initiate voting on important issues
+3. **Information rights:** Transparent access to financial reports and fund metrics
+4. **Transparency:** All decisions are recorded in the blockchain and available for verification
+
+### Can the Founder (70%) Make Decisions Unilaterally?
+
+- **With 51% quorum:** Founder can make decisions unilaterally, as 70% > 51%
+- **With 70% quorum:** Founder cannot make decisions unilaterally, investor consent is required
+- Investors can vote to increase the quorum to 70% to protect their interests
+
+---
+
+## Information and Reporting Rights
+
+### Investor Information Rights
+
+- Access to fund financial reports
+- Information about portfolio companies and their development
+- Metrics and analytics by selected business activity types
+- Transparent governance system through blockchain
+
+### Reporting Frequency
+
+- Regular reports on treasury receipts
+- Information on profit distribution (dividends, expenses, investments)
+- Portfolio company reports
+- Transparency of all transactions through blockchain
+
+---
+
+## Voting Mechanism Usage Examples
+
+### Example 1: Increasing Quorum to 70%
+
+- Investors create a proposal to increase quorum from 51% to 70%
+- Voting takes place with current quorum of 51%
+- If the proposal is approved, quorum increases to 70%
+- Now the founder (70%) cannot make decisions unilaterally
+
+### Example 2: Strategic Decision
+
+- Founder or investors create a proposal for a large investment
+- Voting takes place with 51% quorum (or 70% if increased)
+- Decision is made if ≥ quorum voted for it
+
+### Example 3: Changing Profit Distribution Rules
+
+- Proposal to change distribution (e.g., 20% / 15% / 65%)
+- Voting with 51% or higher quorum is required
+- Decision is made by majority vote
+
+---
+
+## Additional Materials
+
+- **Investment proposal:** [for-investors.md](for-investors.md)
+- **Business model:** [business-model.md](business-model.md)
+- **Glossary of terms:** [GLOSSARY.md](GLOSSARY.md)
+
+---
+
+**Last updated:** 2025-01-27  
+**Version:** 1.0