Governance Principles
- Truth Decisions must be explainable and traceable to logs, rules, and approvals.
- Safety Default posture is conservative limits; scale only after proven controls.
- Separation of Duties No single person can unilaterally move material funds.
- Auditability Every approval and action produces an immutable audit trail.
Founding Roles (5-seat structure)
Seat names are role-based. Legal names are defined off-page and only shared under NDA.
- Founder / Chief Architect — technical authority, risk posture, system integrity.
- Co-Founder: Governance & Compliance — policy, controls, regulator-facing narrative.
- Co-Founder: AI/Infra — model ops, security engineering, reliability.
- Co-Founder: Brand/Comms — category narrative, media, executive presence.
- Co-Founder: Partnerships — enterprise alliances, market entry execution.
Decision Bodies
- Executive Council (5 seats) — strategic decisions, cap table, major partnerships.
- Risk & Treasury Committee (min. 3 seats) — liquidity limits, pull policies, emergency stops.
- Technical Change Control (Founder + AI/Infra + Compliance) — releases, migrations, key rotations.
- Audit Liaison (Compliance) — audit scope, evidence packs, responses.
Approval Matrix (what requires whose approval)
| Action | Approval Required | Evidence Required | Notes |
|---|---|---|---|
Change SAFE_PULL_LIMIT / MAX_PULL_RATIO |
Risk & Treasury Committee (min. 3 seats) | Signed policy note + versioned config diff + test logs | Default conservative. Increase only after proven monitoring. |
Create/modify ledger_rules (min/max/daily) |
Compliance + Founder | SQL migration/seed + peer review + audit hash | All rules must be timestamped and attributable. |
| Key rotation (signing / custody) | Technical Change Control (3 seats) | Rotation runbook + KMS/HSM evidence + post-rotation verification | Rotation is scheduled and also triggered by incident response. |
| Deploy to production | AI/Infra + Founder | CI logs + release notes + rollback plan + smoke tests | Production deploys are logged and tagged. |
| Emergency stop / freeze | Any 2 seats (temporary) → council ratifies within 24h | Incident ticket + reason + scope of freeze | Safety override exists to prevent loss. Ratification ensures governance. |
| Material partnership / institutional onboarding | Executive Council (majority) | Partner brief + risk summary + compliance checklist | No partnership without clear compliance boundaries. |
Treasury & Liquidity Controls
- Guardianship posture: funds are treated as custodial/authorized flows, not discretionary capital.
- Hard caps: global limits (
SAFE_PULL_LIMIT,MAX_PULL_RATIO) + per-channel rules (ledger_rules). - Two-layer validation: pre-transaction validation + log of approval/rejection reason.
- Immutable logging: every action produces
audit_hashand validation status. - Kill-switch: immediate freeze for incident containment; requires later ratification.
Evidence Artifacts
Every institutional conversation becomes evidence. Maintain these as versioned records:
- Config diffs (env + runtime)
- Release notes + CI logs
- DB migrations + seeds
- On-chain receipts / hashes
- Incident tickets + postmortems
Disclosure Boundary
This page is intentionally high-level. Detailed cap table, legal identities, bank specifics, and wallet addresses are shared only under NDA and on a need-to-know basis.