The Constitution

GLOBAL GOLD COUNCIL

GOVERNANCE CONSTITUTION (v2.5)

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PREAMBLE

This Constitution establishes the Global Gold Council (“GGC”) as the decentralized governance system responsible for overseeing the standards, rules, parameters, and structural evolution of the Global Gold Protocol. Its purpose is to:

1. Ensure meaningful decentralization and prevent concentration of authority;

2. Establish a multi-tier governance structure with checks and balances;

3. Maintain strict separation between strategic, operational, and decentralized governance layers;

4. Provide continuity through permanent strategic leadership roles;

5. Enable efficient and controlled execution of governance decisions;

6. Empower the global community through a broad-based decentralized assembly.

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ARTICLE I — GOVERNANCE STRUCTURE

Governance authority is distributed across four nested bodies:

1. The Steward

2. The Strategic Council

3. The Executive Council

4. The General Assembly

Section 1. Hierarchical Inclusion

1. The Steward is a permanent member of the Strategic Council.

2. All Strategic Council members are permanent members of the Executive Council.

3. All Executive Council members are permanent members of the General Assembly.

4. Members of each higher tier fully participate in all tiers below.

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ARTICLE II — THE STEWARD

Section 1. Composition

The Steward consists of a single permanent, irremovable seat held by:

Cole Chapman

Section 2. Powers

The Steward shall:

1. Appoint all members of the Strategic Council;

2. Provide long-term strategic continuity;

3. Call emergency sessions of the Strategic Council or Executive Council;

4. Break procedural ties within the Strategic Council;

5. Serve as the symbolic anchor of the governance system.

Section 3. Constraints

The Steward shall not:

1. Approve or enact governance proposals;

2. Hold treasury or smart contract authority;

3. Override decisions of any governance body;

4. Exercise operational governance control.

Section 4. Permanence

1. The Steward is permanent and irremovable.

2. No governance action may amend, diminish, or abolish the Stewardship.

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ARTICLE III — THE STRATEGIC COUNCIL

Section 1. Composition

The Strategic Council consists of three permanent seats:

• Cole Chapman (Steward)

• Two additional member appointed by the Steward

Section 2. Appointment

All Strategic Council members are appointed exclusively by the Steward.

Section 3. Powers

The Strategic Council shall:

1. Remove members of the Executive Council by simple majority (2 of 3 votes);

2. Nominate all Executive Council members, including initial appointments, replacements, and any future vacancies;

3. Provide constitutional, strategic, and long-term guidance;

4. Review proposals prior to Executive Council assessment;

5. Interpret the Constitution when disputes arise;

6. Safeguard the mission and long-term structural integrity of the Protocol.

Section 4. Constraints

The Strategic Council shall not:

1. Approve or enact governance actions;

2. Control treasury or smart contract authority;

3. Override Executive Council or General Assembly decisions;

4. Exercise operational or economic governing power.

Section 5. Removal of Strategic Council Members

Members of the Strategic Council (other than the Steward) may be removed only by a two-thirds (⅔) vote of the Strategic Council.

Section 6. Permanence

1. The Strategic Council is a permanent body.

2. No governance action may remove, replace, or alter the foundational authority of the Strategic Council.

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ARTICLE IV — THE EXECUTIVE COUNCIL

Section 1. Composition (Amended)

The Executive Council consists exclusively of individual natural persons and shall include:

1. Ten (10) appointed Executive Council members; and

2. All members of the Strategic Council, who serve as permanent members.

No legal entity, corporation, partnership, DAO, or other non-natural person may hold or be appointed to an Executive Council seat.

Total potential membership: thirteen (13) seats.

Section 2. Appointment

1. The Strategic Council nominates all Executive Council members, including initial appointments, replacements, and any future vacancies.

2. Nominees must be ratified by a majority vote of the General Assembly before taking office.

3. If the General Assembly declines a nominee, the Strategic Council must submit a new nominee.

Section 3. Removal

1. Members of the Executive Council may be removed only by a simple majority vote of the Strategic Council.

2. The General Assembly shall have no authority to remove Executive Council members.

3. Removal may concern conduct, participation, persistent poor performance, inability to serve, or breach of duty, but may not be used to influence governance outcomes.

Section 4. Powers

The Executive Council shall:

1. Conduct administrative review of proposals to determine whether they are sufficiently clear, complete, safe, and compliant for advancement to a General Assembly vote;

2. Approve proposals for advancement to the General Assembly or return them to the sponsor with required revisions or conditions;

3. Execute all governance decisions ratified by the General Assembly;

4. Perform risk, compliance, feasibility, and specification evaluations;

5. Manage the governance lifecycle in accordance with the Global Gold Proposal Process (GGPP);

6. Propose candidates for the General Assembly;

7. Conduct mandatory administrative review of Large Treasury Actions and New System/Product proposals per Article XIII.

Section 5. Constraints

The Executive Council shall not:

1. Exercise substantive veto power over governance outcomes;

2. Permanently block or void any governance proposal that meets procedural, safety, and compliance requirements;

3. Reject proposals due to political preference or disagreement with their intended outcome;

4. Approve protocol upgrades or treasury actions without General Assembly approval;

5. Control treasury or smart contract authority;

6. Override decisions of the General Assembly.

Section 6. Voting Procedure

1. Decisions require affirmative votes from at least sixty percent (60%) of Seated Members of the Executive Council.

2. “Seated Members” include all appointed EC seats and all Strategic Council seats.

3. Votes receiving fewer than 60% affirmative votes are not approved.

4. Failed votes return proposals to the sponsor with required revisions.

5. This mechanism eliminates tie scenarios and preserves procedural neutrality.

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ARTICLE V — THE GENERAL ASSEMBLY

Section 1. Composition (Rewritten)

The General Assembly consists of:

1. Seventy (70) seated members; and

2. All members of the Executive Council, who serve as permanent members.

Seated members of the General Assembly may be either:

• Individual Members (natural persons), or

• Organizational Members (legal entities represented by a designated natural person).

All seated members participate under the same voting rights and obligations, except where expressly restricted by this Constitution.

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Section 2. Organizational Membership (New)

1. An Organizational Member is any legally recognized entity (including but not limited to a vault, refinery, financial institution, protocol, or enterprise) that has been granted a seat in the General Assembly.

2. Each Organizational Member must designate one (1) named natural person as its official representative.

3. The designated representative:

4. Acts on behalf of the organization for all governance matters;

5. Is publicly disclosed;

6. May be replaced by the organization with notice to the Executive Council.

7. Each Organizational Member is limited to one (1) seat and one (1) vote, regardless of size, assets, or economic activity.

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Section 3. Appointment & Ratification

1. Candidates for General Assembly seats—both Individual Members and Organizational Members—are nominated by the Executive Council.

2. All nominees must be ratified by a majority vote of the General Assembly before assuming a seat.

3. No distinction shall be made in voting power or procedural rights between Individual Members and Organizational Members once seated.

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Section 4. Powers

The General Assembly holds final, binding authority over:

1. Approval, amendment, or repeal of Ecosystem Standards;

2. Treasury actions and allocations;

3. Protocol upgrades and new system modules;

4. Ratification of Executive Council appointments;

5. Amendments to this Constitution.

Individual Members and Organizational Members vote on the same matters under identical rules, quorum thresholds, and voting requirements.

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Section 5. Constraints

The General Assembly shall not:

1. Remove or replace the Steward;

2. Remove or replace Strategic Council members;

3. Remove Executive Council members;

4. Exercise operational or execution authority reserved for the Executive Council;

5. Grant governance authority to any organization beyond its single General Assembly seat.

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ARTICLE VI — VOTING RULES AND QUORUM

Section 1. Definitions

A “Seated Member” is any individual occupying a confirmed seat in the General Assembly.

Section 2. Voting Thresholds

1. Simple Actions

   1. Simple majority

   2. 20% quorum

2. Major Actions

   1. 60% supermajority

   2. 30% quorum

3. Constitutional Actions

   1. Two-thirds (⅔) supermajority

   2. 40% quorum

Abstentions do not affect majority calculations.

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ARTICLE VII — PROPOSAL LIFECYCLE

1. Any General Assembly member may originate a proposal.

2. Subcommittees may draft proposal content but may not originate or sponsor proposals.

3. The Executive Council conducts administrative review.

4. The General Assembly votes on approved proposals.

5. The Executive Council executes ratified governance actions.

6. Returned proposals may be revised and resubmitted.

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ARTICLE VIII — SUBCOMMITTEES

Section 1. Creation

Subcommittees may be created or dissolved by majority vote of the General Assembly.

Section 2. Membership

Members are proposed by the Executive Council and ratified by the General Assembly.

Section 3. Powers

Subcommittees may:

1. Draft proposals for GA sponsors;

2. Conduct research;

3. Develop or evaluate Ecosystem Standards;

4. Provide technical and compliance analysis;

5. Produce domain-specific reports.

Section 4. Constraints

Subcommittees may not:

1. Originate or sponsor proposals;

2. Approve governance actions;

3. Control treasury or smart contract authority;

4. Bind the protocol.

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ARTICLE IX — TREASURY CONTROL

1. Treasury authority belongs solely to the General Assembly.

2. The Executive Council executes treasury decisions after approval.

3. The Steward and Strategic Council have no treasury authority.

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ARTICLE X — AMENDMENTS

1. Amendments require a two-thirds (⅔) supermajority vote of the General Assembly.

2. Amendments must meet applicable quorum thresholds.

3. The Executive Council executes all amendments.

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ARTICLE XI — COMMUNITY PARTICIPATION

Section 1. Eligibility

Holders of King Collective NFTs form the Community Participation Layer.

Section 2. Community Proposals

Participants may draft advisory proposals requiring GA sponsorship.

Section 3. Sponsorship Requirement

A General Assembly member must sponsor a community proposal for it to enter formal governance.

Section 4. Advisory Nature

Community proposals are non-binding.

Section 5. No Automatic Governance Rights

Holding a King Collective NFT does not, by itself, confer a General Assembly seat or voting authority.

Community participants may only exercise governance power if formally seated as Individual Members or Organizational Members under Article V.

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ARTICLE XII — GOVERNANCE PROCEDURES

The Executive Council maintains the Global Gold Proposal Process (GGPP), encompassing:

1. Proposal templates;

2. Lifecycle and review stages;

3. Submission guidelines;

4. Documentation requirements;

5. Classification rules;

6. Transparency requirements.

Amendments to the GGPP require a majority vote of the Executive Council.

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ARTICLE XIII — PROPOSAL CLASSIFICATIONS & THRESHOLDS

Section 1. Purpose

Defines the classes and required thresholds for governance proposals.

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Section 2. Proposal Classes

1. Simple Actions — low-impact changes; ≤1% treasury spend.

2. Major Actions — modifications to Ecosystem Standards or protocol behavior; >1–5% treasury spend.

3. Large Treasury Actions — >5% treasury spend; require Executive Council administrative review.

4. New Systems & Product Modules — creation of new protocol components (DEXs, marketplaces, lending systems, routers, etc.); always Major Actions.

5. Constitutional Actions — modifications to this Constitution.

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Section 3. Permanence of Steward and Strategic Council

No governance action may:

1. Remove or replace the Steward;

2. Remove or replace Strategic Council members (except by internal ⅔ rule);

3. Modify the authority or permanence of the Strategic Council;

4. Modify the permanence provisions of this Constitution.

Any such proposal is void.

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Section 4. Executive Council Review

For Large Treasury Actions and New System/Product proposals:

1. The Executive Council shall conduct administrative, safety, compliance, and feasibility review to ensure procedural readiness;

2. The Executive Council may return such proposals to the sponsor with required revisions or conditions;

3. The Executive Council may not permanently veto or void any proposal that meets procedural, safety, and compliance requirements;

4. Procedural, safety, and compliance requirements shall be defined in the Global Gold Proposal Process (GGPP). The Executive Council shall evaluate proposals solely against these documented requirements;

5. Once procedural requirements are met, the Executive Council shall advance the proposal to the General Assembly for voting.

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Section 5. Equal Voting Principle

All seated General Assembly members—whether Individual Members or Organizational Members—shall:

• Be counted equally toward quorum;

• Exercise one (1) vote per seat;

• Be subject to the same majority and supermajority thresholds.

No proposal may introduce weighted voting or differentiated voting rights without a Constitutional Amendment.

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CONCLUSION

This Constitution establishes a durable, decentralized, and regulator-aligned governance framework enabling secure, transparent, and resilient evolution of the Global Gold Protocol.

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