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5.4 KiB
Governance and Voting Mechanism
Last updated: 2025-01-27
Version: 1.0
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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
- Token holders can propose quorum changes through the voting system
- Changing the quorum requires voting with the current quorum (51% or higher)
- Quorum can be increased to 70%, meaning the founder (70%) cannot make decisions unilaterally
- 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
- Proposal creation: Any token holder can create a proposal
- Discussion period: Proposal is put up for discussion
- Voting: Token holders vote for or against the proposal
- Vote counting: Votes are counted proportionally to the number of tokens
- 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%)
- Increasing quorum to 70%: Investors can vote to increase the quorum, preventing unilateral decision-making by the founder
- Right to create proposals: Investors can initiate voting on important issues
- Information rights: Transparent access to financial reports and fund metrics
- 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
- Business model: business-model.md
- Glossary of terms: GLOSSARY.md
Last updated: 2025-01-27
Version: 1.0
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