REIT DAO

(Real Estate Infrastructure Tokenization DAO)

ARTICLE I — NAME, NATURE AND LEGAL CHARACTERIZATION

1.1 Name

The name of the organization is REIT DAO (Real Estate Infrastructure Tokenization DAO).

1.2 Governance-Based Coordination Framework

REIT DAO is a governance-based coordination framework focused on infrastructure-level coordination related to real estate and associated digital systems.

1.3 Legal Characterization

REIT DAO shall not be interpreted as:

  • an investment fund;
  • a collective investment scheme;
  • an asset management company;
  • a professional investment service provider.

The DAO does not engage in regulated investment activities and does not offer investment products to the public.

Participation in the DAO constitutes governance involvement and cooperative coordination, not investment in a managed portfolio.

 

ARTICLE II — PURPOSE AND CORE PRINCIPLES

2.1 Primary Purpose

The primary purpose of REIT DAO is to coordinate resources and governance decisions in order to improve:

  • access;
  • operational efficiency;
  • legal protection;
  • market opportunities;
  • information exchange;
  • risk management;
  • other material and non-material interests of Participants.

The DAO is structured around active participation and is not organized primarily for the purpose of generating investment returns.

2.2 Incidental Economic Outcomes

Any economic outcomes, including potential asset value changes, are incidental and not the primary purpose of the DAO.

2.3 Active Participation Principle

The DAO is structured around active participation; governance rights presume meaningful involvement rather than passive holding.

2.4 Merit-Based Participation Principle

REIT DAO operates under a merit-based participation principle.

Governance influence, recognition, responsibilities, and roles may reflect meaningful contributions including:

  • financial resources;
  • real estate assets;
  • professional expertise;
  • operational involvement;
  • intellectual input;
  • reputational contribution;
  • other value recognized by governance.

Merit-based consideration does not create contractual economic entitlement, proportional asset ownership, or investment return rights.

2.5 Independent Contributors

Participants act as independent contributors.

Nothing in this Constitution creates employment, partnership, agency, or fiduciary employment relationships unless explicitly established by separate agreement.

 

ARTICLE III — MEMBERSHIP AND ADMISSION

3.1 Closed Membership

Admission of Capital Contributors is discretionary and subject to governance-approved eligibility criteria.

Participation is not open to the general public.

No public solicitation of capital is conducted.

3.2 Non-Automatic Admission

Admission is:

  • non-automatic;
  • non-mandatory;
  • non-public;
  • discretionary.

 

ARTICLE IV — CONTRIBUTIONS

4.1 Capital Contributor

A Capital Contributor is a Participant who voluntarily provides financial or other resources within the DAO framework.

Such contribution does not automatically create:

  • equity ownership;
  • profit entitlement;
  • redemption rights;
  • proportional claim to underlying assets.

4.2 Multi-Factor Governance Participation

Governance participation is multi-factor.

Financial contribution alone does not automatically determine governance influence.

 

ARTICLE V — TOKENS AND GOVERNANCE

5.1 REPU Tokens

REPU tokens represent governance participation only.

They do not constitute:

  • ownership of assets;
  • entitlement to income;
  • entitlement to appreciation;
  • investment return rights.

5.2 No Asset-Linked Income Rights

Participants do not possess automatic or asset-linked rights to income, revenue streams, rental proceeds, appreciation, or other financial outputs generated by any specific asset.

Any allocation of economic surplus remains subject to discretionary governance decision.

5.3 Future Economic Coordination Mechanisms

Specific economic coordination mechanisms, if implemented in future protocol layers or token models, shall be defined in separate governance-approved frameworks and shall not amend the foundational governance nature of the DAO unless explicitly adopted.

 

ARTICLE VI — SURPLUS

6.1 Cooperative Surplus Distribution

Any surplus distribution, if approved by governance, shall be:

  • discretionary;
  • non-contractual;
  • non-formula-based;
  • not investment return.

No Participant has a fixed or formula-based entitlement to periodic distributions.

6.2 No Periodicity

No periodic distributions are promised, scheduled, or implied.

Surplus allocation is event-based and discretionary.

 

ARTICLE VII — SPV STRUCTURE

7.1 Execution-Only Role

The SPV acts solely as an execution vehicle.

It does not possess discretionary authority to independently acquire, dispose of, encumber, or manage assets.

All material decisions require prior governance approval.

7.2 Nominee Holding

The SPV holds legal title to assets as a nominee execution entity within the DAO structure.

Such holding does not create proportional beneficial ownership rights for Participants.

7.3 No Direct Fund Receipt

SPV does not receive funds directly from Participants.

Funds are coordinated through DAO mechanisms.

 

ARTICLE VIII — SPV DIRECTOR

The Director of the SPV:

  • is appointed by governance;
  • may be removed by governance;
  • acts within the SPV charter;
  • executes governance decisions;
  • has no independent strategic discretion.

 

ARTICLE IX — LIQUIDATION

In the event of SPV liquidation:

Assets shall not be automatically distributed to Participants.

Governance determines restructuring or transfer within the DAO framework.

 

ARTICLE X — WITHDRAWAL

A Participant may voluntarily withdraw.

Withdrawal does not create automatic or contractual redemption rights.

Governance may approve discretionary return of resources subject to DAO capacity.

Such return is a cooperative resource mechanism and not an investment redemption feature.

 

ARTICLE XI — LIABILITY

Participation does not create partnership, joint venture, or fiduciary liability.

Participants are not personally liable beyond their voluntary contributions.

Each Participant is responsible only for their own unlawful or intentional misconduct.

 

ARTICLE XII — GENERAL PROVISIONS

12.1 Amendments

This Constitution may be amended only by governance decision.

12.2 Interpretation

Interpretation of this Constitution shall preserve the governance-based, cooperative, and non-investment character of REIT DAO.