Proposed Resolutions

Best-effort answers to each open question, offered as starting points for pressure-testing. Resolutions should be confirmed by qualified counsel and Landseed PBC officers before being treated as final.

Q1 — Earth-Credit-denominated distributions: security or commodity?

Proposed resolution: distribute cash by default. Members may, at their option, use their cash distributions to purchase Earth Credits on the open market — but the DAO does not facilitate the purchase. This is structurally cleanest. The “in-kind option” idea introduces complexity without clear regulatory benefit and is set aside.

Action: revise Bright Line 6 to state cash-only. Templates do not include in-kind distribution machinery. (Already done in 04-perimeter/01-eight-bright-lines.md.)

Q2 — Property-right mappings (initial sketch, counsel-confirmation required)

Jurisdiction	Most defensible category	Wrapper
Vermont	In-gross conservation easement (10 V.S.A. §§ 821–824) + BBLLC operating-agreement-as-code	Vermont LLC (Tier 1) or Vermont BBLLC (Tier 2)
Argentina	Provincial servidumbre ecológica (e.g., Buenos Aires Ley 14.343) + Argentine resident agent	Marshall Islands DAO LLC + agent
Ecuador	Servidumbre ecológica under Codificación de la Ley Forestal y de Conservación	Marshall Islands DAO LLC + Ecuadorian fundación nominee, OR Ecuadorian fundación directly
Bangladesh	99-year registered lease (Registration Act 1908) with environmental covenants + Trust Act 1882 mechanisms	Marshall Islands or Singapore VCC + local NGO partner
Madagascar	Bail emphytéotique (Loi n°2003-029) for private; convention de gestion (Loi n°96-025 GELOSE) for community-managed	Marshall Islands DAO LLC + local NGO partner

Each requires counsel confirmation. Detailed analysis in 03-jurisdictions/property-jurisdictions/.

Q3 — §170(h) qualified holder

Proposed resolution: Landseed PBC forms an affiliated 501(c)(3) organization (proposed name: Landseed Conservation Trust or similar) that:

• Holds the NRD-lite as the qualified holder for §170(h) purposes for US deployments
• Delegates day-to-day administration to the property’s DAO/LLC via service contract
• Has its own minimal governance (Landseed-controlled board with conservation-experienced independent directors, IRS Form 990 compliance)
• Charges the LLC a small administrative fee for the holder service

For non-US properties and US landowners not seeking the deduction, the wrapper LLC holds the deed directly (no 501(c)(3) needed).

Action: form Landseed Conservation Trust within 6 months of architecture execution. Estimated cost: $30k–$60k formation + ~$25k/year operating.

Q4 — Ecuador framing

Proposed resolution: see 03-jurisdictions/property-jurisdictions/Ecuador.md. The “verification not commodification” framing — Earth Credits as commodified measurement, not commodified nature — is the proposed position. Requires academic engagement with FLACSO and USFQ before public deployment.

Q5 — Cross-border enforcement

Proposed resolution: layered approach.

1. Mediation-first: every template includes mandatory mediation before litigation, with a designated regional mediator (typically a partner NGO).
2. Forum/choice-of-law: wrapper-jurisdiction governs entity disputes; property-jurisdiction governs property-rights disputes.
3. Real enforcement: in jurisdictions where courts are slow, partner-organization advocacy and reputational pressure are the practical mechanisms.

Honest framing: don’t expect to win in foreign courts; expect to win on-the-ground through partners and reputation.

Q6 — Stewardship reserve ownership

Proposed resolution: the stewardship reserve is held by the wrapper entity, drawable only for documented stewardship work on the property, with members having beneficial interest only in scheduled distributions. The reserve is not a member asset. This avoids the “members own the reserve pro-rata” partnership-distribution-waiting-to-happen characterization.

Q7 — Foreign beneficiaries in US-wrapped DAOs

Proposed resolution: US-wrapped DAOs adopt Reg S–style operating-agreement covenants (resale restrictions, US-person identification) as defensive measures, even though we do not view the DAO as making a securities offering. This adds drafting overhead but no operational complexity.

Q8 — Term-end mechanics

Proposed resolution: at year 99 (or jurisdictional maximum):

1. The Verified Ecological Condition Right reverts to the then-current property owner
2. Outstanding Earth Credits remain valid (issued under whatever methodology version was current at issuance)
3. DAO/LLC treasury winds down: distributions complete, residual assets either revert to landowner or to a stewardship continuation entity
4. Methodology archives ensure post-reversion auditability
5. The DAO/LLC’s wrapper entity persists briefly post-reversion for wind-down, then dissolves

Q9 — Landowner on-chain participation

Proposed resolution: hybrid.

• Default: custodial wallet held by Landseed compliance with daily multi-sig authorization for any DAO action affecting the landowner’s interests
• Optional upgrade: hardware-key issuance with training, for tech-comfortable landowners
• Backup: signed paper authorization (for elderly or low-connectivity landowners) processed manually by Landseed compliance

This sacrifices some decentralization for realistic landowner-population access. The decentralization purist’s objection is acknowledged and overruled — this is real conservation, not theoretical DAO governance.

Q10 — KYC/AML

Proposed resolution: vendor — Persona, Veriff, or Sumsub for identity verification; records held off-chain by Landseed compliance; KYC re-verified every 5 years or on succession events. Compliance officer required at Landseed PBC level.

Estimated cost: $50k–$100k/year for compliance tooling and one part-time officer.

Q11 — Treasury operations

Proposed resolution: stablecoin-native (USDC). Banking partners — Mercury or Brex for US wrapper entities; for international, banking-as-a-service via partner with stablecoin↔fiat capability. No DeFi yield, no leverage, no on-chain treasury speculation.

Q12 — Methodology version management

Proposed resolution: 60-day public comment period before any new methodology version adoption. Backward compatibility commitment: registry continues to issue credits under deprecated versions for 24 months after new version release. DAO/LLC ratification through governance modules. Migration tooling helps transition.

Q13 — Catastrophic condition decline

Proposed resolution: two layers of mitigation, now both specified.

1. Methodology / credit side: buffer pool draws replace invalidated credits per 05-interfaces/05-buffer-pool-specification.md. Risk-adjusted contributions (5–15%) at issuance; reversal authorized by methodology stewards on verified loss; 60-day completion target.
2. DAO / governance side: DAO ratifies management plan changes in response to catastrophe via M2 + M4 modules. ECI declines and threat multiplier shifts feed future-issuance calculations.

The two layers are intentionally separate. Buffer pool handles already-issued credits; methodology and DAO handle future issuance. No separate “DAO catastrophe module” is needed beyond what management plan ratification provides.

Q14 — Pilot strategy

Proposed resolution: pilot in Vermont (Templates A or B), 2–3 properties through 2026 H2 / 2027 H1. Begin legal-template work in all 5 jurisdictions in parallel, asynchronously. Expand to second jurisdiction after US pilots prove out, prioritizing whichever jurisdiction has the best partner readiness (likely Madagascar via existing partner ecosystem, or US-additional-state).

Q15 — Pilot property

Proposed resolution: NEWT Nulhegan Basin remains a strong candidate. Northern Vermont; conservation history; existing partner relationships; Vermont LLC as wrapper.

Q16 — alignment sequencing

Proposed resolution: stage-by-stage co-signing.

1. Bifurcation principle (00-foundations/01-the-pivot.md) — confirm before any further work
2. NRD-lite specifically (01-nrd-lite/) — the co-architect's domain, build confidence
3. Jurisdictional analysis (03-jurisdictions/) — show portability
4. Securities perimeter (04-perimeter/) — confirm the firewall
5. governance templates (02-governance-templates/) — most novel, last
6. Open questions and risks (06-risks/) — collaborate on resolution

Order matters: legal substance first (where the co-architect is strongest), templates last (where he is least comfortable). Detailed sequencing in 07-execution/01-alignment-sequencing.md.

Q17 — Public/private positioning

Proposed resolution: keep this repo private until first pilot is signed. Then publish a high-level architectural paper (analogous to The Unauditable Market) without operational detail. Operational detail stays internal.

Q18 — Methodology and architecture roadmap

Proposed resolution: EC-M-1.1 stays current through first pilot deployment. EC-M-2.0 should not deploy until at least one DAO is live to test ratification mechanics. Roadmap coordination meetings monthly between methodology stewards and architecture team.

Q19 — Who builds

Proposed resolution: workstreams.

• Legal: the co-architect + 5 jurisdiction-specific local counsel (engaged sequentially)
• Smart contract: hire one senior engineer or contract with established DAO development firm (Aragon, Tally, or specialized firm)
• Audits: Trail of Bits + OpenZeppelin (two-firm dual-audit for critical templates)
• Operations: Landseed PBC compliance officer (new hire) + KYC vendor
• Compliance: outside securities counsel retainer ($50k–$80k/year)
• Methodology coordination: Alex + EC-M stewards (existing)

New hires/contracts: 1 smart contract engineer or contractor, 1 compliance officer. Estimated $300k–$400k/year additional payroll.

Q20 — Cost to first pilot

Line item	Estimate
Vermont counsel for NRD-lite template	$60k–$80k
Smart contract development for Templates A and B	$200k–$300k (Tier 1 simpler than Tier 2, less than originally estimated)
Initial audits (two-firm dual-audit)	$150k–$250k
Wrapper entity formation + operational setup	$20k–$30k
KYC/treasury tooling and integration	$50k–$80k
Compliance counsel retainer (first 6 months)	$30k–$50k
Landseed Conservation Trust 501(c)(3) formation	$30k–$60k
Project management and coordination	$50k–$80k
Total	$590k–$930k

Working number: $750k.

Q21 — Timeline

Phase	Estimate
Architecture pressure-testing (current)	4–6 weeks
Vermont counsel engagement and template drafting	12–16 weeks
Smart contract development	16–24 weeks
Smart contract audits (two-firm sequential)	8–12 weeks
Wrapper entity formation	2–4 weeks
501(c)(3) formation (parallel track)	12–20 weeks
Pilot property closing	4–8 weeks

Critical path: counsel engagement → template drafting → smart contract dev → audit → property closing. Realistic total: 10–14 months. Working number: 12 months.

Resolutions for new questions (third iteration)

Q-methodology-1 — Reference value updates

Proposed resolution: methodology stewards must implement sub-versioning (EC-M-1.1.1, EC-M-1.1.2). Sub-version updates require DAO ratification. This means landowners are not subject to involuntary methodology changes. Methodology layer must support this versioning discipline.

Q-co-design-1 — Indigenous-rights advocate selection

Proposed resolution: identify and engage 2–3 advocates with NURJ paper familiarity and CARE-principles expertise. Possible candidates: NURJ paper’s reviewers themselves; CARE Principles authors; specialized academic-affiliated advocates (FLACSO, Northwestern). Per-deployment advocate selection from this pool.

Q-archival-1 — Long-term methodology archival

Proposed resolution: three-archive commitment + paper backup. Specifically:

• Landseed’s own systems (primary)
• Software Heritage or Internet Archive (institutional)
• IPFS or content-addressed successor (decentralized)
• Paper-backup exhibit in NRD-lite (5–10 page printed methodology summary, recorded with deed)

Archival commitment is documented in NRD-lite and wrapper-entity operating agreements.

Q-tier-1 — Tier definition

Proposed resolution: Tier 1 (Vermont LLC + multi-sig + operating agreement): Templates A, B, D, E, G. Tier 2 (smart-contract DAO): Templates C, F. May shift with deployment experience; review annually.

Resolutions for new questions (fourth iteration)

Q-buffer-1 — Buffer pool operationalization

Proposed resolution: full operational specification in 05-interfaces/05-buffer-pool-specification.md. Risk-adjusted contributions (5% low-risk, 7% moderate, 10% high, 12–15% frontier). Catastrophic-event eligibility threshold: ECI loss >30%, acres destroyed >10%, or methodology-confirmed deliberate destruction. Reversal completion target 60 days from event documentation. Year 1 operates under registry function (Landseed PBC); Year 2+ governance transitions to Methodology Foundation. Insurance backstop deferred to Year 3+.

Q-vermont-822 — Vermont LLC qualification under 10 V.S.A. § 822

Proposed resolution: pair the Vermont wrapper LLC with the affiliated 501(c)(3) (Landseed Conservation Trust) as co-holder, with the 501(c)(3) named on the face of the deed as a § 822 “qualified organization.” The LLC operates the day-to-day under a service contract from the 501(c)(3). This makes the 501(c)(3) a precondition for the easement’s recordability, not just for the §170(h) deduction. Counsel-confirmation required from a Vermont practitioner before any recording attempt. (Surfaced by phase-9.5 sample-document adversarial review; see Test 25 and Attack A-6.)

Q-perpetuity-vs-99-year — 99-year term vs. Vermont perpetuity preference

Proposed resolution: Vermont conservation easements are typically perpetual; VHCB-funded properties require perpetuity. For first-cohort Vermont pilots, defer to perpetual conservation easement structure (matching Vermont practice) and reconsider the 99-year-with-reversion model only for non-VHCB-funded jurisdictions where perpetuity is unfavorable or unavailable. Methodology buffer at term end (architecturally needed in jurisdictions with maximum-term constraints, e.g., Bangladesh’s 99-year lease maximum) is a different question than Vermont. The 99-year default in 01-nrd-lite/ should be revisited per-jurisdiction, with perpetuity as the Vermont default. Counsel-confirmation required.

Q-foundation-1 — Methodology Foundation formation

Proposed resolution: 12–18 month actionable plan in 07-execution/05-methodology-foundation-formation.md. Phases: Months 0–2 decision and scoping; Months 2–6 Articles, bylaws, IRS Form 1023; Months 6–14 IRS determination period; Months 14–18 methodology IP transfer and registry function delegation. Total formation cost $115k–$215k; Year 2 operating $350k–$680k (covered by registry fees). Vermont 501(c)(3) public charity recommended. Seven-seat board: 3 methodology stewards, 2 independent ecologists, 1 finance/audit, 1 Landseed PBC representative. Begins immediately on architecture approval; runs in parallel with first-pilot deployment, not after.

Resolution discipline

These resolutions are starting points, not commitments. Each requires:

• Counsel confirmation where applicable
• the co-architect sign-off where strategic
• Outside reviewer confirmation for Template C (indigenous-rights advocate)
• Operational testing during execution

If a proposed resolution is invalidated during execution (e.g., Vermont counsel says §170(h) qualified-holder structure is unworkable), the resolution is updated and downstream documents adjusted accordingly.

What if multiple blockers cannot be resolved

Worst case: the architecture is found unviable in current form. Possible responses:

• Restructure (e.g., different wrapper jurisdictions, different template structure)
• Defer (slow down to address blockers more thoroughly)
• Pivot (return to v1.2 NRD with modifications)

The architecture’s discipline: don’t proceed past blockers. Don’t treat blockers as inconveniences to work around. Resolution before execution.