Attack A-4 · phase-9 · architectural-tension
Foundation governance capture by methodology steward majority
Three methodology stewards hold seats on a 7-member Foundation board. By coordinating with the Landseed PBC Representative, they can form a 4/7 majority and control audit committee nominations, budget, and insurance backstop decisions. The audit committee's 'independence' is nominal if its members were selected by the same steward majority that could also control buffer contribution rates and invoke methodology error invalidation against disputing landowners.
Scenario
Three methodology stewards hold seats on a 7-member Foundation board. By coordinating with the Landseed PBC Representative, they can form a 4/7 majority and control audit committee nominations, budget, and insurance backstop decisions. The audit committee's 'independence' is nominal if its members were selected by the same steward majority that could also control buffer contribution rates and invoke methodology error invalidation against disputing landowners.
Mechanism
If three methodology stewards vote as a bloc with the Landseed PBC Representative (a 4/7 majority), they can control Foundation board decisions requiring only board majority. Supermajority thresholds (5/7) are the only protection, but the formation plan does not specify which decisions require supermajority.
Mitigation
Foundation bylaws must specify that audit committee nominations require supermajority; that at minimum two of the three independent seats must be filled by candidates who have never worked for Landseed PBC or been paid as methodology consultants; and that rate-criteria changes require Foundation supermajority even within the parametric range. Must be addressed in bylaw drafting before Form 1023 is filed.
Residual risk
Medium. Governance design gap that the formation plan should address in bylaws before incorporation. Manageable with deliberate bylaw design but currently unresolved.