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Governance and Voting Mechanism

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Governance Token Allocation

Participant Share Tokens
Founder 70% 2,100,000
Investors (LP) up to 30% 900,000
Total 3,000,000

LP investors receive governance tokens and effectively become GP with voting rights — not only dividend rights but real participation in governance.


Quorum and Voting Mechanism

Quorum for Decisions

  • Initial quorum: 51% of all governance tokens
  • Dynamic change: quorum is set by token holders through voting
  • Protection from single-party control: quorum can be raised to 70%, meaning the founder (70%) cannot decide without investor consent

How It Works

  1. Token holders can propose a quorum change via the voting system
  2. Changing quorum requires a vote with the current quorum (51% or higher)
  3. At 70% quorum the founder cannot decide alone
  4. This protects investor (30%) interests

Technical Implementation

  • On-chain voting via smart contracts (ERC20Votes)
  • One token = one vote
  • Results recorded on blockchain and verifiable

Voting Procedure

Who can create proposals: all governance token holders.

Process

  1. Create proposal — any token holder
  2. Discussion period — proposal is discussed
  3. Voting — holders vote for or against
  4. Count — proportional to token count
  5. Decision — if votes for ≥ quorum

Balance of Founder and Investor Rights

At 51% Quorum

Founder (70%) can decide alone, since 70% > 51%.

At 70% Quorum

Founder cannot decide without investor consent. Investors (30%) effectively have veto power.

Investor Rights

  • Participation in voting with up to 30% weight
  • Creating proposals for voting
  • Blocking decisions at 70% quorum
  • Access to reports and financial data
  • Access to accelerator projects
  • Co-investment in deals

Minority Protection Mechanisms

  1. Raise quorum to 70% via vote
  2. Right to create proposals and initiate votes
  3. Transparency — all decisions on blockchain
  4. Access to financial reports and metrics

Reporting

  • Regular reports on treasury inflows
  • Profit distribution (15% / 15% / 70%)
  • Portfolio company reports
  • All transactions transparent via blockchain

Additional Materials


Last updated: 2026-02-19