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Root README files removed from Docs; navigation now points to the org profile page. Co-authored-by: Cursor <cursoragent@cursor.com>
110 lines
3.5 KiB
Markdown
110 lines
3.5 KiB
Markdown
# Governance and Voting Mechanism
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**Language:** [Русский](../ru/governance.md) | [English](governance.md)
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**Navigation:** [← Contents](https://github.com/VC-HB3-Accelerator) · [For investors](for-investors.md) · [Business model](business-model.md) · [Financial calculations](financial-calculations.md)
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This document describes **governance of the VC HB3 Accelerator fund** and the rights of holders of **fund governance tokens**.
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Important: this is a separate contour from **DLE license tokens**.
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Voting by license-token holders on licensed product development is described in [service-terms.md](https://hb3-accelerator.com/gitea/VC-HB3-Accelerator/DLE/src/branch/main/legal.ru/service-terms.md).
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---
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## Distribution of fund governance tokens
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| Participant | Share | Tokens |
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|----------|------|--------|
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| Founder | 70% | 2,100,000 |
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| Investors (LP) | up to 30% | 900,000 |
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| **Total** | | **3,000,000** |
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LP investors receive fund governance tokens and effectively become GPs with voting rights — not only dividend rights, but real participation in governance.
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---
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## Quorum and voting mechanism
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### Quorum for decisions
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- **Initial quorum:** 51% of all governance tokens
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- **Dynamic change:** quorum is set by token holders via voting
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- **Protection against sole control:** quorum can be raised to 70%, meaning the founder (70%) cannot pass decisions without investor consent
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### How it works
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1. Token holders may propose a quorum change through the voting system
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2. Changing the quorum requires a vote under the current quorum (51% or higher)
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3. At a 70% quorum, the founder cannot decide unilaterally
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4. This protects the interests of investors (30%)
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### Technical implementation
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- On-chain voting via smart contracts (ERC20Votes)
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- Each token = one vote
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- Results are recorded on-chain and available for verification
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---
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## Fund voting procedure
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**Who may create proposals:** all holders of fund governance tokens.
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### Process
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1. **Proposal creation** — any token holder
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2. **Discussion period** — the proposal is opened for discussion
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3. **Voting** — holders vote for or against
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4. **Tally** — proportional to token holdings
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5. **Decision** — if votes in favor are >= quorum
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---
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## Balance of founder and investor rights
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### At 51% quorum
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The founder (70%) can pass decisions unilaterally, because 70% > 51%.
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### At 70% quorum
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The founder cannot pass decisions without investor consent. Investors (30%) effectively gain a veto.
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### Investor rights
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- Voting participation with weight up to 30%
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- Creating proposals for voting
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- Blocking decisions at 70% quorum
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- Access to reports and financial data
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- Access to accelerator projects
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- Co-investment in deals
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### Minority protection mechanisms
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1. Raising quorum to 70% via voting
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2. Right to create proposals and initiate votes
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3. Transparency — all decisions on-chain
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4. Access to financial reports and metrics
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---
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## Reporting
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- Regular reports on treasury inflows
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- Information on profit distribution (15% / 15% / 70%)
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- Reports on portfolio companies
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- All transactions are transparent via blockchain
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---
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## Additional materials
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- [For investors](for-investors.md) — investment offer, rights, risks
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- [Business model](business-model.md) — revenue sources, structure
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- [Financial calculations](financial-calculations.md) — return scenarios
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- [License terms](https://hb3-accelerator.com/gitea/VC-HB3-Accelerator/DLE/src/branch/main/legal.ru/service-terms.md) — separate document on license tokens and product-development voting
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---
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**Last updated:** 2026-02-19
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