Constitution

Rules. Not vibe. What a holder must be able to quote against the council.

Identity (name, ticker, metadata) and day-0 numbers: ledger/canon.json. Treasury and skills read from there. If a number here and canon diverge, align canon to this file.

0. Purpose

Own small, neglected on-chain programs and governance tokens forever. Operate them. Reinvest the cash. Compound. Do not sell. Off-chain products (SaaS, extensions, newsletters) are not cells.

1. Hold forever

An acquired cell is not sold. Not flipped. Not “sunset to unlock capital.”

Exceptions, only with a Realms supermajority:

• The product is illegally irremediable.
• The asset is an exploited protocol and residual treasury must go back to users.
• Fork of an abandoned protocol: the original may stay dead; the cell is the fork.

“It is no longer cool” is not an exception.

2. Cell types

Every acquisition is a cell. A P&L. A steward. A report. Origination is on-chain only: a program, a governance token, or the meme of the same project with a cash hook.

A cell may be hybrid (protocol + token + meme of the same project). It counts as one.

Paper deals 0001 and 0003 are web2 exercises. They do not reopen off-chain origination.

3. Screen

We buy only if, before looking at price:

1. Users or attention already proven (not a pitch).
2. There is room to operate better (costs, UX, fees, distribution, billing).
3. Predictable earnings (or fees), or a path to recurring within ≤90 days without reinventing the product.
4. AI risk after integration is limited. If AI eats the category, we pass.
5. Not pre-PMF. Not a “project/concept.”

Then we underwrite on transformed earnings, not narrative. Assumptions locked before projections. One offer, little movement.

Day-0 band: $1k–$50k. Above that, a vote is required even if the screen passes.

4. Pricing and users (hybrid)

Applies to protocol fees.

• A below-market price may be realigned.
• No Harvest. No default 2–4× hike, no 12×.
• Hikes tied to inflation and to value already shipped. Above that band: a vote.
• Users of a cell may opt in to $POOR (alignment, not a marketing airdrop).

For acquired tokens and memes: do not dump the bag on the market as a “value unlock.” Do not rug. Do not wash volume. Operating = honest liquidity, utility or a hook into a cell that prints, communication. If the only plan is the chart, it is not a cell, it is a trade — and trades do not live in the constitution.

Honest liquidity may run through a cell inventory program (spec: protocol/INVENTORY.md):

• A PDA vault holds only that cell’s pair (typically USDC + the cell mint).
• A keeper may quote Jupiter and submit a rebalance. It cannot set a destination other than the vault’s own ATAs.
• Withdrawal is only to Squads. Pause and upgrade authority are Squads. Never a single key.
• Inventory is not funded from dry powder, buffer, or the holder-buyback bucket. It is the cell’s own bag.
• The membership mint is never in an inventory vault. Buyback of $POOR stays one-way USDC → token → burn.
• Wash volume is still a dump. A failed hook (failed_hook) turns the vault off.

This vault exists because a hot Jupiter key can dump the bag; Squads spending limits cannot constrain the swap route. It is not Phase 1 (cell PDA, P&L, split). It does not originate. It does not trade the treasury.

5. Treasury

Split of net cell cash (USDC). Day-0 default, changeable only with a Realms vote:

Scout and steward: 8/2 if scout only; 2/8 if steward only; 5/5 if both. Total always 10.

Leverage: banned at day-0. After that, only with a vote.

Treasury of an acquired protocol (fees, project tokens) enters the cell, then rises with the split. It is not the steward’s personal cash.

5.1 Solana rails

Unit of account: USDC on Solana. Lending (Kamino, Save), spot (Jupiter), confidential pay/wire (Token-2022 Confidential Balances + auditor). Allowlist and deny: ledger/canon.json. Flows: protocol/RAILS.md.

Dry powder in lending stays dry powder: it is withdrawn when there is a deal. Yield is incidental, not a KPI. Perps, leverage, mixers: no. TGE of $POOR on pump.fun: no. Origination of other people’s memes from pump.fun: yes, same §3 screen (cash hook required). Jupiter rebalance is a cell-ops rail, not a treasury venue.

5.2 Privacy

Aggregates visible, individual amounts no. Public: buckets, cell P&L, post-LOI memo, $POOR votes, buyback. Confidential (Squads auditor): scout/steward pay line, pre-close wire. Voting $POOR: confidential off. Spec: protocol/PRIVACY.md.

6. Meme (ours, and others)

Ours. bendingpoors is a DAO asset. Hold forever. The name is not sold, the ticker is not flipped for a “serious” rebrand. If the meme outruns the protocol, we stop pushing the meme until the cells keep pace — not the other way around.

Others. A meme is acquired only if:

• a measurable community remains (not bots);
• keys / liquidity are not a trap;
• a cash hook exists within ≤90 days (product, fee, protocol, or funnel into an existing cell).

A meme without a hook is spend. It may run as a campaign, from the distribution budget, not as an acquisition.

7. Token $POOR

Rights: vote, claim on surplus, scout/steward pay. No class A. No mint after genesis without supermajority.

Launch is forbidden until all four are true:

1. This constitution is public.
2. At least one public paper deal exists.
3. Squads (ops) and Realms (strategy) are live, even if only on devnet.
4. Visible USDC treasury or a real closed deal.

Spec: protocol/TOKEN.md. $POOR is not launched on pump.fun. It is not a meme-coin with a protocol glued on after. No class A, no mint after genesis without supermajority.

Devnet: all four conditions hold and the TGE has been executed (mint disabled, treasury does not deposit). Mainnet requires §7 again on that network, plus an explicit go-live. Live: STATUS.md.

8. Governance

Realms     strategy, constitution, deals above threshold, split, mint
Squads     ops: payments, keys, pause, signers, deals under threshold

• Deals under $25k: council / Squads. Buy fast.
• Deals ≥ $25k: Realms proposal, public memo, vote.
• Day-0 hunt band: $1k–$50k. Above $50k, same vote, and we leave the day-0 band.
• Upgrade authority of every acquired protocol: Squads, never a single key.
• Diligence: public memo after LOI, not before (do not gift the auction). Pre-LOI drafts: not in git, encrypted hash if on-chain. The paper deal is the exception: it is an exercise, we are not buying the asset.
• Privacy auditor: Squads. Rotation published. It does not authorize movements.

9. Scout and steward

• Scout — proposes a target. Carry only if the deal closes (share of the scout split).
• Steward — operates a cell (human or agent). Share of the steward split. Revocable by Squads; for cells above threshold, by Realms.
• Steward capacity is the scarce resource. A deal that passes the screen but has nobody to operate it is not done.

10. What we do not do

• Pre-PMF, ideas, “AI wrappers” with no users.
• Off-chain products: SaaS, extensions, newsletters, datasets, app-store listings.
• Flip. Sale of a cell.
• Gouge users.
• Dump the bag of an acquired token/meme.
• TGE before the §7 conditions.
• A custom Solana program before Squads+Realms are no longer enough, except the cell-inventory vault in §4 (policy only: not origination, not split, not membership, not treasury).
• Leverage at day-0.
• A single key on treasury or upgrade authority.
• Let the meme dictate the treasury. Market-making the membership ticker “for the lore.”
• Mixers / anonymous rings on the treasury. Confidential Balances without an auditor. Hiding buckets or cell reports.