Article VII: Council of Guardians

Section 1: Establishment

The Council of Guardians is established as a limited governance oversight body for the Gnodi Blockchain.

Section 2: Composition

The Council of Guardians shall consist of five (5) members elected or approved through the governance process established by this Charter. Council members shall serve staggered two-year terms to promote continuity, institutional knowledge, and stable governance. The initial terms of office may be adjusted as necessary to establish the staggered rotation schedule. Thereafter, approximately one-half of the Council seats shall be subject to election or reappointment each year. The length of Council terms may be modified only through a duly adopted constitutional amendment.

Section 3: Role of Council

The Council of Guardians may perform the following functions: • Procedural review of proposals; • Constitutional compliance review of proposals; • Oversight of governance implementation; • Coordination of approved Treasury actions; • Conflict-of-interest review; • Emergency coordination, if authorized by this Charter; • Publication of governance updates; • Contract with a Service Provider to act on behalf of the Gnodi Blockchain; and • Other duties expressly granted by this Charter or approved governance action.

Section 4: Limits on Council Authority

The Council of Guardians shall not: • Unilaterally amend this Charter; • Unilaterally alter GNOD supply, tokenomics, or voting rights; • Spend Treasury assets except as authorized by approved governance action, approved policy, or emergency authority expressly granted herein; • Reject a procedurally compliant proposal solely due to personal, political, commercial, or financial disagreement; • Act as both prosecutor and final adjudicator in a disciplinary matter without due process protections; or • Bind the Gnodi Blockchain to material obligations unless authorized by governance or a valid policy adopted under this Charter.

Section 5: Proposal Review Authority

The Council may review proposals for procedural completeness, constitutional compliance, legal risk, technical category, and required endorsements. The Council may return a proposal for correction if it lacks required information, required support, or violates this Charter or applicable law.

Section 6: Protective Delay or Veto

The Council may delay or veto a proposal only if the Council reasonably determines that the proposal would cause material harm to the Gnodi Blockchain, its participants, the Treasury, network security, or legal compliance. Any delay or veto must be published with a written explanation. The DAO may override a Council veto only through the process established in the proposal and voting procedures or through constitutional amendment.

Section 7: Removal

A Council member may be removed before the expiration of such member’s term through an approved governance proposal or other process expressly adopted under this Charter. Any removal process must provide notice, a statement of reasons, and an opportunity to respond unless immediate removal is required by law, fraud prevention, or critical network security.

Section 8: Vacancies

Upon a vacancy, the remaining Council members shall initiate a replacement process through the Governance Portal. A replacement member shall serve the remainder of the vacant term unless governance provides otherwise.