Version 0.1 — December 2025
This constitution defines the governance framework for the TenzaONE cooperative DAO and its investment pooling capability, and the governed technical specification for the tokenisation and blockchain architecture that underpins TenzaONE’s climate-finance platform.
TenzaONE is a regenerative finance ecosystem connecting climate project developers, impact investors, and climate solution providers through AI-enabled project assessment, cooperative certification, and blockchain-backed transparency. The near-term objective is to finance future high-integrity project outputs (carbon credits and revenue streams), not to trade historical credits. Over the long-term, TenzaONE aims to operate a highly credible carbon market where eligible carbon assets can be traded under robust governance and compliance controls.
The TenzaONE DAO exists to govern a cooperative climate-finance ecosystem that:
| Principle | Interpretation |
|---|---|
| Integrity-first carbon finance | No governance action may knowingly create double counting, misrepresentation, or systematic over-crediting risk. |
| Regulatory pragmatism | Governance respects jurisdictional constraints; where required, DAO decisions route through regulated wrappers. |
| Transparency by default | Policies, votes, and treasury movements are public unless confidentiality is legally required. |
| Separation of powers | Risk/compliance veto powers separated from treasury spending; technical upgrades separated from economic policy. |
| Progressive decentralisation | Centralised safeguards may exist early but are sunset by governance milestones. |
| Skin in the game | Voting and proposal rights emphasise aligned incentives (staking, lockups, and reputation). |
| Pluralism and inclusion | The ecosystem supports projects and investors of varying sizes while maintaining consistent integrity standards. |
DAO constitution ratified. Credit-weighted quadratic voting active. Foundation retains veto for security. Proposal types: Temperature Check + Parameter Change.
Councils elected. Snapshot on-chain voting. Treasury Budget + Pool Launch proposals enabled. Foundation veto scope narrows to constitutional matters only.
ERC-3643 compliance for security tokens. Contract Upgrade + Constitutional Amendment proposals enabled. Foundation veto removed. Fully on-chain treasury management.
Fully autonomous on-chain carbon trading. Cross-chain bridges. Emergency Action governance for rapid response to market or security events.
| Type | Quorum | Threshold | Available From |
|---|---|---|---|
| Temperature Check | None | Simple majority | Phase A |
| Parameter Change | 10% | 55% YES | Phase A |
| Treasury Budget | 15% | 60% YES | Phase B |
| Pool Launch | 20% + membership | 60% YES | Phase B |
| Contract Upgrade | 25% | 66.7% YES | Phase C |
| Constitutional Amendment | 30% | 75% YES | Phase C |
| Emergency Action | Council vote | ⅔ Council | Phase D |
The DAO MAY introduce alternative mechanisms (quadratic voting, conviction voting) for specific domains such as grants, provided Sybil-resistance and compliance constraints are met.
Standard Governance Lifecycle (default path; emergency path is separate)
Vote weight = √(TNZE credits held). This ensures larger stakeholders have more influence but with diminishing returns, preventing any single actor from dominating governance.
| Class | Eligibility | Key Rights |
|---|---|---|
| Community Member | Open; wallet connection; Code of Conduct | Discussion; hold $TNZU; temperature-check proposals |
| Verified Participant | KYC/AML completed; jurisdictional eligibility | Regulated instruments, pooling, ERC-3643 transfers |
| Project Developer | Verified + approved project | Performance and integrity obligations |
| Verifier / Auditor | Verified + accreditation | Independence and COI requirements |
| Solution Provider | Verified + vendor onboarding | Treasury contracts for MRV, DePIN, AI services |
| DAO Delegate | Delegation from $TNZU holders | Delegated voting; disclosure requirements |
| Council Member | Elected/appointed; term-limited | Governance body roles with accountability |
Sensitive domains (regulated instruments, KYC-restricted pools) require BOTH VP and MP eligibility.
TenzaONE’s token architecture deliberately separates (a) operational utility and governance from (b) investment instruments and regulated securities. This supports global participation while allowing jurisdiction-specific compliance.
Non-transferable access/gate tokens (ERC-1155 Ed 3.x) and verified identity attestations restrict sensitive actions to eligible participants — supporting decentralisation without sacrificing compliance.
DAO pooling aggregates community capital (and later, carbon assets) into governed pools that finance project capex and certification, pre-purchase future carbon credits, acquire revenue-share or fixed-income claims, build carbon asset treasuries for liquidity and price discovery, and fund ecosystem public goods.
Pooling reduces transaction costs, diversifies risk, and provides a clear governance surface for capital allocation decisions.
| Pool Type | Mandate |
|---|---|
| Project Finance — Fixed | Fixed-rate financing for projects with predictable cash flows |
| Project Finance — Royalty/RBF | Capital for revenue share up to repayment cap |
| Carbon Credit Futures | Pre-purchase future credits at discount; high-integrity issuance focus |
| Hybrid Pool | Fixed income + revenue share + credit futures |
| DAO Treasury Reserve | Low-risk assets (stablecoins, short-duration) for reserves |
| Insurance / Buffer | Buffer against reversals, shortfalls, and disputes |
| Protocol-Owned Liquidity | Liquidity for $TNZU and eligible assets under strict risk controls |
Access: Capital contribution restricted to Verified Participants (KYC/AML) with jurisdictional eligibility. Pool share tokens may be ERC-3643 permissioned tokens post-licensing.
Lifecycle: Mandate Proposal → Risk & Compliance Review → DAO Approval Vote → Subscription Window → Deployment → Monitoring & MRV → Distributions → Wind-Down.
Key defaults: €25K minimum subscription, ≤20% single-project concentration, 12-month minimum lockup, 0–2% management fee, 1–5% buffer allocation, monthly KPIs + quarterly audit.
This Constitution is Version 0.1 (Draft) dated December 2025. It is an internal working document — not legally binding — subject to governance and legal counsel review. It will be formally ratified when the DAO becomes fully operational (Phase B).
The full specification covers 11 sections including governance constitution, DAO pooling framework, token model & economics, technical architecture, smart contract specifications, data/MRV/integrity architecture, compliance & identity controls, security & emergency procedures, operating model, and progressive decentralisation roadmap to 2028. The complete draft document is available on request under NDA.
In scope: DAO governance constitution and amendment rules; role definitions, rights, obligations, and enforcement; DAO pooling design; token taxonomy and lifecycle ($TNZU, PDAs, CINs, ERC-3643); reference technical architecture; security and emergency procedures.
Out of scope (this version): Final legal entity structuring documents; offering memoranda and jurisdiction-specific licensing; full exchange matching engine and market microstructure for 2028; detailed methodology-by-methodology quantification procedures.
Technical sections use MUST, MUST NOT, SHOULD, SHOULD NOT, and MAY as defined in RFC-style specifications. MUST indicates an absolute requirement. SHOULD indicates a recommendation that may be deviated from with documented rationale. MAY indicates an optional feature.
This document is not legal advice, tax advice, or an offer to sell or solicit any security, token, or financial instrument. It is a technical and governance design artifact intended to be reviewed and adapted with qualified counsel and relevant regulators. All investment pooling and secondary trading capabilities described herein are contingent upon applicable licensing, KYC/AML controls, and jurisdictional permissions.
© Tenza Climate Solutions 2025, 2026. Not for Public Distribution without authorisation.