NEAR House of Stake Constitution
Preliminary Article
P.1 Purpose and Application
P.1.1 NEAR House of Stake Constitution (“Constitution”) sets out the governance principles, roles, and processes applicable to the NEAR House of Stake, including how Tokenholders, delegates, and supporting governance bodies participate in decision-making.
P.1.2 This Constitution applies solely as an internal governance framework for the NEAR House of Stake, and does not regulate, amend, or supersede the legal structure, powers, or obligations of the NEAR House of Stake Foundation (“Foundation”).
P.2 Legal Nature and Hierarchy
P.2.1 This Constitution is not a legal contract and does not, of itself, create enforceable rights, obligations, or duties between the Foundation and any Tokenholder, delegate, or other participant, except as required by applicable law.
P.2.2 This Constitution operates subject to the Memorandum of Association, Articles of Association, and Bylaws of the Foundation (“Foundation Legal Documents”), which are located at the NEAR House of Stake Documentation. In the event of any conflict or inconsistency, the Foundation Legal Documents shall prevail.
P.3 Interpretation
P.3.1 Capitalized terms used in this Constitution but not otherwise defined herein shall have the meanings given to them in the Foundation Legal Documents, unless the context requires otherwise.
Article 1 - General Provisions
1.1 Purpose of the NEAR House of Stake
1.1.1 NEAR House of Stake is the governance system of the NEAR Protocol. It exists to enable decentralized Tokenholder participation and to facilitate decision-making in the best interest of the NEAR Ecosystem.
1.1.2 It aims to be credibly neutral, legitimate, and resilient, to enable NEAR Stakeholders to participate in meaningful, stake-aligned governance.
1.2 Legal Structure
1.2.1 The Foundation is the legal entity through which the NEAR House of Stake interfaces with applicable law, including fiduciary, financial, and regulatory requirements.
1.2.2 The Foundation may give effect to decisions adopted by veNEAR Tokenholders through onchain voting mechanisms, subject to applicable law and the Foundation Legal Documents.
1.2.3 The Foundation is incorporated in the Cayman Islands and operates in accordance with its Foundation Legal Documents.
1.2.4 The purpose of the Foundation is to support the development and stewardship of the NEAR Ecosystem.
1.3 Constitutional Authority and Effect
1.3.1 This Constitution establishes the authoritative framework for the NEAR House of Stake, defining the principles, structures, and processes for governance operations.
1.3.2 Any person or entity that participates in the NEAR House of Stake, including but not limited to locking NEAR tokens into veNEAR or acting within a governance role, does so subject to the House of Stake Constitutional Documents and the Foundation Legal Documents.
1.3.3 This Constitution applies as an internal governance instrument of the NEAR House of Stake and shall be interpreted and applied consistently with the Foundation Legal Documents, which shall prevail in the event of any conflict or inconsistency.
1.3.4 Any smart contract, script, or automated system deployed by or on behalf of NEAR House of Stake shall be designed, interpreted, maintained, and, where necessary, amended or replaced, to ensure consistency with the Constitutional Documents and the Foundation Legal Documents.
1.3.5 Nothing in this Constitution or any other House of Stake Constitutional Documents shall be construed to create, confer, or recognise any legal, equitable, proprietary, fiduciary, or contractual rights or claims of any Tokenholder or other participant against or in respect of the Foundation. Tokenholders are not members or beneficiaries of the Foundation and are not owed any duties by the Foundation, its directors, supervisors, or officers by virtue of this Constitution.
Article 2 - Mandate
2.1 The Mandate defines the scope of decisions that NEAR House of Stake can make, in accordance with the Foundation Legal Documents.
2.2 NEAR Foundation has initially set the mandate and may update it until NEAR House of Stake sets its own mandate, as part of progressive decentralization towards full autonomy.
2.3 The Mandate is located at the NEAR House of Stake Documentation.
Article 3 – Governance Actors, Bodies, and Working Groups
3.1 Governance Actors
3.1.1 Stakeholders
3.1.1.1 NEAR House of Stake Stakeholders refers to any individual, collective, or legal entity that either contributes value, work, or capital to the NEAR ecosystem, or has an interest in, or may be affected by, the outcomes, decisions, or operations thereof (“Stakeholders”).
3.1.1.2 Stakeholder status, by itself, does not confer governance participation rights or decision-making authority within the NEAR House of Stake. However, Stakeholders may raise concerns related to governance matters and may request that such concerns be recorded transparently, in accordance with the processes and limitations defined in the applicable House of Stake Constitutional Documents.
3.1.2 Tokenholders
3.1.2.1 Holders of veNEAR (“Tokenholders”) may participate in governance decision-making solely through their veNEAR voting power, exercised directly or through delegation, in accordance with the Proposals and Voting Procedures.
3.1.2.2 Decisions adopted through Tokenholder voting may be given effect by the Foundation in accordance with applicable law, the Foundation Legal Documents, and the fiduciary duties of the Foundation’s directors.
3.1.3 Delegates and Endorsed Delegates
3.1.3.1 Tokenholders may delegate their voting power to Delegates in accordance with the Proposals and Voting Procedures.
3.1.3.2 Delegates may apply to become Endorsed Delegates, in accordance with the NEAR House of Stake Endorsed Delegates Charter.
3.1.3.3 The rights, responsibilities, and accountability mechanisms applicable to Endorsed Delegates are defined in the NEAR House of Stake Endorsed Delegates Charter.
3.1.3.4 Endorsed Delegates are subject to the provisions in Article 4. Conflicts of Interest and Accountability.
3.2 Governance Bodies
3.2.1 Individuals exercising a role within a governance body (“Governance Body Members”) shall act in accordance with the House of Stake Constitutional Documents and the Foundation Legal Documents.
3.2.2 Screening Committee
3.2.2.1 The Screening Committee screens proposals, resolves conflicts raised from Constitutional interpretation, and selects and evaluates the Endorsed Delegates.
3.2.2.2 The mandate, authority, structure, and accountability of the Screening Committee are defined in the NEAR House of Stake Screening Committee Charter.
3.2.3 Security Council
3.2.3.1 The Security Council is a governance body established and empowered pursuant to the Foundation Legal Documents, with authority to perform Emergency Actions and Non-Emergency Actions onchain. It is responsible for safeguarding the integrity of the NEAR House of Stake Foundation's operations. The role and composition of the Security Council are defined in the Foundation Legal Documents and the applicable House of Stake documentation.
3.2.4 Changes to Governance Bodies
3.2.4.1 Any establishment, modification, or removal of governance bodies shall be conducted in accordance with the Foundation Legal Documents and the NEAR House of Stake Proposals and Voting Procedures.
3.3 Working Groups
3.3.1 Any Stakeholder may, from time to time, establish one or more temporary groups for the purpose of researching, advising on, or developing proposals (“Working Groups”) relating to specific matters within the mandate of the NEAR House of Stake.
3.3.2 Each Working Group shall be established for a defined and limited purpose, operate for a fixed or clearly determinable duration, and be dissolved automatically upon completion of its mandate.
3.3.3 Working Groups are advisory and preparatory in nature only. For the avoidance of doubt, they shall have no decision-making, execution, or voting authority, shall not bind the NEAR House of Stake, the Foundation, or any Governance Body, and shall not confer any governance rights, powers, or status beyond those expressly provided in this Constitution and the applicable governance documents.
Article 4 - Conflicts of Interest and Accountability
4.1 Disclosure
4.1.1 Endorsed Delegates, Screening Committee, and the Security Council members participating in the NEAR House of Stake governance shall disclose any potential conflict of interest as early as reasonably practicable, in accordance with the NEAR House of Stake Conflict of Interest Policy.
4.2 Removal for Cause
4.2.1 Governance Body Members may be removed for cause, including misconduct, undisclosed conflicts of interest, or failure to perform their duties, following notice and an opportunity to appeal, in accordance with the applicable NEAR House of Stake Constitutional Documents and the Foundation Legal Documents.
4.3 Transparency Duties
4.3.1 Governance Body Members shall publish the rationales of their decisions, as required by their applicable governing documents, subject to confidentiality, privacy, legal privilege, or security considerations.
Article 5 - Proposals and Voting
5.1 Proposal Process
5.1.1 The creation, review, deliberation, and voting lifecycle of proposals within the NEAR House of Stake is governed by the NEAR House of Stake Proposals and Voting Procedures.
5.2 Proposal Execution Feasibility
5.2.1 Where implementation of a proposal would be unlawful, breach an obligation, or materially compromise the integrity or interests of the Foundation, the NEAR Protocol, or the NEAR Ecosystem, the Foundation’s directors may decline to give effect to the proposal, publish their justification, and, where appropriate, indicate a potential path forward, in accordance with the Foundation Legal Documents.
5.2.2 For the avoidance of doubt, no Tokenholder vote shall require the Foundation or its directors to act unlawfully or in breach of their fiduciary duties.
Article 6 - Treasury and Financial Stewardship
6.1 Treasury
6.1.1 The NEAR House of Stake treasury is administered by the Foundation through an Administrative Budget Wallet, as provided for in the Foundation Legal Documents.
6.2 Custody and Control
6.2.1 NEAR House of Stake Foundation may execute funding and treasury-related decisions in accordance with the Foundation Legal Documents, the NEAR House of Stake Proposals and Voting Procedures, and all applicable legal and compliance obligations, including, where applicable, KYC and AML requirements.
Article 7 - Dissolution
7.1 Authority
7.1.1 Any wind-up or dissolution of the Foundation shall be conducted strictly in accordance with the Foundation Legal Documents and applicable Cayman Islands law. Nothing in this Constitution shall modify or override those provisions.
Article 8 - Constitutional Interpretation and Dispute Resolution
8.1 Interpretation
8.1.1 Where the text of this Constitution is ambiguous, it shall be interpreted in a manner that promotes neutrality, participation, transparency, and practical feasibility within the NEAR House of Stake. Constitutional Documents should be accessible to facilitate informed participation.
8.2 Review Mechanism
8.2.1 Tokenholders may engage the Head of Governance to facilitate the review and management of governance-related disputes, in accordance with the NEAR House of Stake Screening Committee Charter and the NEAR House of Stake Code of Conduct.
8.3 Dispute Resolution
8.3.1 Where a dispute arises regarding the meaning or application of any constitutional provision or related governance document, particularly in novel or gray-area situations, the Screening Committee shall deliberate and issue a determination.
8.3.2 Any such determination shall apply solely for internal governance coordination purposes and shall not limit or override the binding dispute resolution mechanisms, statutory powers, or fiduciary duties established under the Foundation Legal Documents or applicable law.
Article 9 - Constitutional Documents
9.1 House of Stake Constitutional Documents are:
( a ) This Constitution;
( b ) NEAR House of Stake Screening Committee Charter;
( c ) NEAR House of Stake Endorsed Delegates Charter;
( d ) NEAR House of Stake Proposals and Voting Procedures;
( e ) Any other governance documents approved by Tokenholders from time to time.
9.2 Establishment and Amendment
9.2.1 House of Stake Constitutional Documents may be established or amended in accordance with the processes defined in the NEAR House of Stake Proposals and Voting Procedures, and the Foundation Legal Documents.