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Governance and Voting Mechanism
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This document describes governance of the VC HB3 Accelerator fund and the rights of holders of fund governance tokens.
Important: this is a separate contour from DLE license tokens.
Voting by license-token holders on licensed product development is described in service-terms.md.
Distribution of fund governance tokens
| Participant | Share | Tokens |
|---|---|---|
| Founder | 70% | 2,100,000 |
| Investors (LP) | up to 30% | 900,000 |
| Total | 3,000,000 |
LP investors receive fund governance tokens and effectively become GPs 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 via voting
- Protection against sole control: quorum can be raised to 70%, meaning the founder (70%) cannot pass decisions without investor consent
How it works
- Token holders may propose a quorum change through the voting system
- Changing the quorum requires a vote under the current quorum (51% or higher)
- At a 70% quorum, the founder cannot decide unilaterally
- This protects the interests of investors (30%)
Technical implementation
- On-chain voting via smart contracts (ERC20Votes)
- Each token = one vote
- Results are recorded on-chain and available for verification
Fund voting procedure
Who may create proposals: all holders of fund governance tokens.
Process
- Proposal creation — any token holder
- Discussion period — the proposal is opened for discussion
- Voting — holders vote for or against
- Tally — proportional to token holdings
- Decision — if votes in favor are >= quorum
Balance of founder and investor rights
At 51% quorum
The founder (70%) can pass decisions unilaterally, because 70% > 51%.
At 70% quorum
The founder cannot pass decisions without investor consent. Investors (30%) effectively gain a veto.
Investor rights
- Voting participation with weight up to 30%
- 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
- Raising quorum to 70% via voting
- Right to create proposals and initiate votes
- Transparency — all decisions on-chain
- Access to financial reports and metrics
Reporting
- Regular reports on treasury inflows
- Information on profit distribution (15% / 15% / 70%)
- Reports on portfolio companies
- All transactions are transparent via blockchain
Additional materials
- For investors — investment offer, rights, risks
- Business model — revenue sources, structure
- Financial calculations — return scenarios
- License terms — separate document on license tokens and product-development voting
Last updated: 2026-02-19