Liana Banyan Corporation — Structural Bylaws

These bylaws are FOUNDATIONAL. They cannot be changed without supermajority (75%) member vote, 90-day public comment period, and are subject to Founder veto during the founding period.

Amendment Requirements (All Bylaws)

BYLAW I: Cost+20% Model

The economic foundation of Liana Banyan.

The Principle

All products and services offered through Liana Banyan platforms SHALL be priced at:

Cost + 20%

Where “cost” includes:

• Raw materials
• Labor (at fair wages)
• Overhead allocation
• Transportation/logistics

Distribution of the 20%

What This Means

• No venture capital profit extraction
• No investor-driven price inflation
• Transparent pricing for all goods
• Members make money WITH, not FOR Liana Banyan

BYLAW II: Zero Personally Identifiable Information (PII)

We keep ZERO personally identifiable information other than Credit Card data, for the explicit purpose of age verification.

What We Collect (Exhaustive)

That is ALL. Nothing else.

What We DO NOT Collect

Architectural Enforcement

The database schema does not contain fields for demographic data. This is not a policy — it is structurally impossible to collect what cannot be stored.

BYLAW III: Unlimited Accounts Policy

Members can have unlimited accounts. We do not track or limit how many accounts a single person has.

Requirements Per Account

• Valid credit card payment (for age verification)
• That’s it.

What We Do NOT Do

Rationale

Consistent with Zero PII — we cannot track what we do not store. Each account is independent. A person may have business accounts, personal accounts, project accounts, etc.

BYLAW IV: Local S.O.P. Privacy Barrier

Liana Banyan Corporation keeps NO record of Local Standard Operating Procedures.

The Firewall

┌─────────────────────────────────────────────────┐
│  LIANA BANYAN CORPORATE                         │
│  • No access to Local S.O.P. details            │
│  • Only aggregates visible                      │
│  • Cannot request, cannot store                 │
│                                                 │
│         ══════════════════════════              │
│              STRUCTURAL FIREWALL                │
│         ══════════════════════════              │
│                                                 │
│  NODES (Local S.O.P.)                          │
│  • Pickup arrangements                          │
│  • Delivery instructions                        │
│  • Local accommodations                         │
│  • Member-specific arrangements                 │
│                                                 │
│  Reviewed by: Harpers (quality only)            │
└─────────────────────────────────────────────────┘

What Nodes Can Do

• Arrange pickups at alternate locations
• Coordinate with members on delivery preferences
• Maintain local delivery instructions
• Accommodate special circumstances

What Corporate CANNOT Do

• Access Local S.O.P. contents
• Request Local S.O.P. details
• Override node-level arrangements
• Store S.O.P. information in corporate systems

Harper Review

Harpers review Local S.O.P.s for quality assurance only — they do not report contents to corporate.

BYLAW V: Dual Redundancy Ledger Architecture

All critical records are maintained in BOTH the blockchain AND the database, with cross-validation.

Architecture

Project Branching

┌─────────────────────────────────────────────────┐
│  IP LEDGER (BLOCKCHAIN - BASE)                  │
│  • Shared across ALL projects                   │
│  • Pure, immutable, canonical                   │
│  • SEC compliance capable                       │
│  • Public verification                          │
└─────────────────────────────────────────────────┘
                       ║
                  MUST MATCH
                       ║
┌─────────────────────────────────────────────────┐
│  PROJECT HASH-CHAINS (DATABASE)                 │
│  ┌──────────┐ ┌──────────┐ ┌──────────┐        │
│  │ HexIsle  │ │ 2ndSecond│ │ Dinner   │  ...   │
│  │ Branch   │ │ Branch   │ │ Branch   │        │
│  └──────────┘ └──────────┘ └──────────┘        │
│  • Fast queries                                 │
│  • Project-specific records                     │
│  • Cross-validates with blockchain              │
└─────────────────────────────────────────────────┘

Cross-Validation Requirement

Project database branches MUST match the shared blockchain IP Ledger. Discrepancies are automatically flagged for review.

Network Configuration (Test-Net By Design)

WHY NO MAINNET - EVER:

• Mainnet enables trading = enables speculation = violates SEC compliance
• Platform credits are “future service coupons” not securities
• No trading, no cashing in, ever — by design
• This is a FEATURE, not a limitation

BYLAW VI: Data Access Level Framework

Even anonymous data access triggers notification.

Four Access Levels

Level 1: PUBLIC (No Permission)

Level 2: ANONYMOUS AGGREGATE (Notification Required)

Even anonymous aggregates trigger a notification that data is being accessed.

Level 3: PROJECT (Crown Approval Required)

Level 4: MEMBER (Explicit Opt-In Required)

BYLAW VII: Sponsor Targeting Restrictions

Sponsors may ONLY use non-demographic criteria.

Allowed Criteria ✅

Prohibited Criteria ❌

Self-Identification Note

A sponsor may name a recognized group (e.g., “self-identified Catholic church member”) but this is:

1. Self-identified by the recipient
2. NOT verified by Liana Banyan
3. NOT stored in any database
4. Used only for that specific gift matching

BYLAW VIII: Test-Net By Design (Permanent Architecture)

The platform PERMANENTLY operates on testnet to prevent speculation.

Architectural Decision

• Network: Base Sepolia (Testnet) — PERMANENT
• Status: By design, not staging
• Reason: SEC compliance, speculation prevention

Why This Is Permanent

What This Enables

• Platform credits as prepaid service access
• IP provenance without monetization
• Community governance without financial speculation
• Full transparency without market manipulation

What This Prevents

• Secondary market trading
• Price speculation
• Pump-and-dump schemes
• Securities classification

“For I will not offer that which costs me nothing.”

BYLAW IX: HIVI Service Valuation Framework

HIVI is shared infrastructure, not a shared investment vehicle.

Section 9.1 — Shared Infrastructure, Not Shared Investment Vehicle

The HIVI Index does not create a common investment enterprise. Members do not contribute capital into an HIVI “pool,” nor do they share in any HIVI‑based profits or losses. Instead, HIVI functions as a shared infrastructure metric: it allows the platform to express all services in comparable units so that each Member can plan, budget, and execute their own independent endeavors—products, services, or local initiatives—using prepaid access rights (Credits and Joules) that are personal, non-transferable, and non-cashable.

Section 9.2 — Seed‑Planting and Temporary Allocation

When a Member “plants seeds” by sponsoring others, they are temporarily allocating their current HIVI‑denominated service capacity so another Member can move a project forward. Over time, the sponsoring Member may, through their own activity and participation, earn back equivalent service capacity to apply to their own, separate goals. At no point does a Member acquire a claim on Liana Banyan corporate profits, equity, or residual value merely by holding or reallocating Credits, Marks, Joules, or Cloth Pouches; all such instruments represent only prepaid or earned access to HIVI‑priced services within a closed-loop system.

Section 9.3 — Forever Stamp Service Guarantee

Cloth Pouches are defined and honored exclusively in terms of HIVI‑measured service units. Creating a Cloth Pouch is economically equivalent to purchasing a Forever Stamp for platform services: the Member prepays for a specific amount of HIVI‑denominated service and retains the right to consume that same amount later, even if the platform’s posted prices change. The Member does not receive more service units, cash, or any financial upside from changes in HIVI or external markets; they simply preserve the ability to obtain the same quantity and category of service at a future time.

Section 9.4 — Non-Investment Marketing Requirement

HIVI is never marketed or presented as an investment index, store of value, inflation hedge, or speculative benchmark. All Member-facing materials describe HIVI only as “how the platform sizes and prices services,” and describe Cloth Pouches only as “Forever Stamp‑style prepaid access to the same service later that you could receive now.”

BYLAW X: Executive Compensation Cap

Section 10.1 — CEO Salary Cap

$1,000,000 USD per year MAXIMUM

This is an UPPER LIMIT. Does NOT affect what the CEO earns from personal inventions, projects, or investments.

Section 10.2 — Founder’s Cost+20% Option

The Founder, while serving as CEO, may calculate salary as:

Personal Operating Costs + 20%

Including:

• Home office/workspace (garage = Corporate Headquarters)
• Utilities, equipment, transportation
• Other documented business expenses

“I use the same Cost+20% model you do. Make money WITH, not FOR.”

BYLAW XI: Steward Compensation Model

All leadership positions use the same model: escrow risk, proportional authority, success-based reward.

The Steward Formula

Authority Ratio = (Escrowed Joules ÷ Project Cost) × Responsibility Scope

Reward = Project Success × Authority Ratio × Steward Multiplier

Escrow Requirement

To receive leadership authority:

1. Escrow personal Joules (collateral)
2. Escrow amount = maximum authority level
3. Released upon successful completion + sign-off
4. Forfeited if responsibilities not met

Authority Is Proportional

Steward Selection (Portfolio Interface)

Project owners select via checkboxes:

| ☑ Financials + Taxes | Full authority over finances | | ☑ Marketing | Full authority over marketing | | ☑ Social Media | Full authority over social | | ☑ Production | Full authority over production |

No Micromanaging Clause

When you delegate, you DELEGATE.

The Steward:

• Is hired for expertise
• Pays the price (escrow) like you
• Gains the reward like you
• Has FULL authority within their domain
• Cannot be overridden on operational decisions

The Owner:

• Sets strategic direction
• Reviews outcomes
• Does NOT dictate methods
• May revoke delegation (with notice) but not micromanage

BYLAW XII: Corporate Headquarters

The Founder’s garage is designated as Corporate Headquarters.

This demonstrates:

• Lean operations
• Same Cost+20% model as members
• No unnecessary overhead
• Authenticity (“Built in a garage, like the greats”)

BYLAW XIII: No Appreciation Tokens

Platform tokens are tools, not investments.

The Principle

Platform credits, Joules, and medallions do not grant fractional claims on project- or platform-level profits and do not appreciate in dollar value based on campaign performance or enterprise valuation.

What This Means

• Backers receive fixed-value credits or Joules for overpayment
• These increase internal purchasing power and contract-backing capacity
• They do NOT create rights to external cash returns
• System-level benefits (better prices, more initiatives) are the mechanism for shared prosperity — not token price increases

The Test

If someone asks “Will my Joules be worth more if this project sells for $40 million?” — the answer is NO. The $40 million makes the cooperative stronger (more initiatives, better prices, more inventory). Your Joules stay the same. You benefit by having a better system to work in, not by holding an appreciating asset.

BYLAW XIV: Joule Purpose

Joules are higher-order fuel for the cooperative engine.

Definition

Joules are higher-order internal units that:

(a) Back member offers and contracts (Stake Account collateral for MatchTrade)

(b) May convert into Credits on more favorable terms for active contributors

(c) May be offered at promotional exchange rates during defined events (e.g., 1.2x during special events, 5% bonus every 10th tier increase)

The Forever Stamp Analogy

Joules work like forever stamps: always valid for their locked purchasing power, regardless of future price changes. They protect your working capacity inside the cooperative.

Absolute Restrictions

• Joules are never redeemable for cash
• Joules are never transferable outside the platform
• Joules never appreciate based on project or platform performance
• Joules facilitate members’ ability to earn and trade within the cooperative — they are the engine, not the destination

BYLAW XV: Project Medallion Access Rights

Your backing history unlocks future doors — but never future cash.

How It Works

When a member backs a project at a premium (for example, paying $150 for a $100 item and generating a 50-Joule gap), that support is recorded as a project-stamped medallion plus the awarded Joules in the IP ledger.

In future campaigns directly related to that project, the platform may grant that member first-access and pre-order rights up to the amount of their original support gap (e.g., 50 units of preorder capacity).

Guardrails

The Principle

Project medallions can unlock priority and participation, but never cash or variable token pricing.

A Joule is a Joule for buying power. The medallion stamps track WHERE you earned them, and that history gates non-cash perks — not appreciation.

Summary of Structural Bylaws

BYLAW XVI: Universal Remote Work — By Design

Every role in Liana Banyan can be performed remotely. This is architectural, not policy.

The Principle

All positions within Liana Banyan Corporation — from entry-level to executive, from node operators to Crown positions — are designed to be performed remotely from day one.

This is not a pandemic accommodation. This is not a perk. This is structural architecture.

Why This Matters

Architectural Enforcement

┌─────────────────────────────────────────────────┐
│  EVERY SYSTEM DESIGNED FOR REMOTE-FIRST         │
│                                                 │
│  • Node operations: Local but digitally managed │
│  • Governance: Digital voting, async deliberation│
│  • Manufacturing: Distributed desktop production │
│  • Support: Distributed Harper network          │
│  • Leadership: No physical headquarters required │
│                                                 │
│  "The Founder's garage is Corporate HQ"         │
│  (See Bylaw XI)                                 │
└─────────────────────────────────────────────────┘

What This Enables

The Test

If someone asks “Do I need to move to [city] to advance in Liana Banyan?” — the answer is NO. The system is designed so that a member in rural Montana has the same advancement opportunities as a member in San Francisco.

Connection to Platform Cooperativism

Traditional gig platforms claim “work from anywhere” but concentrate power geographically. Liana Banyan distributes both work AND governance.

This bylaw ensures that cooperative ownership isn’t limited to those who can afford to live in tech hubs.

Summary of Structural Bylaws

Legal Standing

These bylaws:

• Are incorporated into the corporate charter
• Exceed requirements of GDPR, CCPA, and state privacy laws
• Cannot be waived by contract
• Apply to all subsidiaries and affiliated projects
• Are binding on successors and assigns

“We built the walls so high that even we cannot climb over them. That is the point.”

FOR THE KEEP!