---
title: Foundational Charter Excerpt - IRU Participation Framework
version: 1.0.0
status: draft
last_updated: 2025-01-27
document_type: charter_excerpt
layer: constitutional
---

**Related Documentation**:
- [DBIS Concept Charter](../../../gru-docs/docs/core/05_Digital_Bank_for_International_Settlements_Charter.md) - Foundational DBIS Charter
- [IRU Participation Agreement](./IRU_Participation_Agreement.md) - Master IRU Participation Agreement
- [IRU Technical Architecture](./IRU_Technical_Architecture_Proxmox_LXC.md) - Technical infrastructure architecture
- [Regulatory Positioning Memo](./Regulatory_Positioning_Memo_CBs_DFIs.md) - Regulatory guidance for central banks and DFIs

# FOUNDATIONAL CHARTER EXCERPT
## IRU Participation Framework for Digital Bank of International Settlements (DBIS)

---

## I. CONSTITUTIONAL FOUNDATION

### 1.1 Entity Character and Nature

The Digital Bank of International Settlements (DBIS) is constituted as a **supranational financial infrastructure and settlement authority**. DBIS operates as a **non-equity, non-share, non-commercial public utility framework**, providing digital settlement, clearing, ledger coordination, and financial infrastructure access.

**Critical Declaration**: DBIS is **not a commercial bank**, **not a securities issuer**, and **not an equity-based institution**. DBIS does not issue shares, stock, or equity interests. DBIS does not operate for profit or distribute dividends. DBIS functions as financial infrastructure, similar to SWIFT, TARGET2, and CLS Bank.

### 1.2 Constitutional Legitimacy

DBIS derives its constitutional legitimacy from two foundational layers:

#### A. Founding Sovereign Bodies (7 Entities)

DBIS is constituted by seven (7) **Founding Sovereign Bodies**, collectively forming the **Foundational Charter Assembly**:

1. **48+1**
2. **ABSOLUTE REALMS**
3. **Elemental Imperium LPBCA**
4. **INTERNATIONAL CRIMINAL COURT OF COMMERCE (ICCC)**
5. **PANDA**
6. **SAID**
7. **Sovereign Military Order of Malta (SMOM)**

These entities provide **constitutional legitimacy**, not economic ownership. They do not hold equity, shares, or capital stock in DBIS. Their role is to establish the legal and constitutional foundation for DBIS as a supranational entity.

#### B. Founding Institutional Classes (231 Total Entities)

DBIS is further constituted by **Founding Institutional Classes**, organized as follows:

| Class                                | Count | Role                                |
| ------------------------------------ | ----: | ----------------------------------- |
| Sovereign Central Banks              |    33 | Monetary authority participation    |
| Settlement Banks                     |    33 | Clearing & settlement execution     |
| International Financial Institutions |    33 | Multilateral / cross-border finance |
| Global Family Offices                |    33 | Long-term capital & system users    |
| Non-Cooperative / Special Entities   |    99 | Observers / restricted participants |

**Total Founding Institutional Classes**: 231 entities

**Critical Principle**: **No founding party holds equity, shares, or capital stock.** All participation is through the IRU (Irrevocable Right of Use) framework, not through ownership.

---

## II. WHY IRUs REPLACE TRADITIONAL EQUITY/SHARE MODELS

### 2.1 The Fundamental Problem with Equity Models

Traditional equity/share models are fundamentally incompatible with a supranational financial infrastructure entity for the following reasons:

#### A. Sovereignty and Jurisdictional Conflicts

- **Capital Control Triggers**: Equity investments by central banks and sovereign entities may trigger capital control regulations, foreign investment restrictions, and sovereign wealth fund disclosure requirements in multiple jurisdictions.

- **Securities Law Complexity**: Equity interests are securities under most jurisdictions' securities laws, requiring registration, disclosure, and ongoing compliance across 33+ sovereign jurisdictions.

- **Ownership Disputes**: Equity models create ownership claims that can lead to disputes over control, profit distribution, and strategic direction, undermining the neutral, utility nature of financial infrastructure.

- **Regulatory Capital Treatment**: Equity investments in financial institutions may be subject to regulatory capital requirements, concentration limits, and other banking regulations that are inappropriate for infrastructure participation.

#### B. Legal and Regulatory Incompatibility

- **Central Bank Restrictions**: Many central banks are prohibited by law from holding equity in commercial entities or are subject to strict limitations on equity investments.

- **Development Finance Institution (DFI) Constraints**: DFIs often operate under charters that restrict equity investments or require special approvals for equity participation.

- **Sovereign Immunity Issues**: Equity ownership may create jurisdictional and immunity complications that are inconsistent with supranational entity status.

- **Tax and Accounting Complexity**: Equity investments create complex tax, accounting, and regulatory reporting obligations that are unnecessary for infrastructure access.

#### C. Operational and Governance Problems

- **Profit Rights vs. Infrastructure Access**: Financial infrastructure should provide access and functionality, not profit distribution. Equity models create expectations of dividends and profit-sharing that are inconsistent with utility operations.

- **Dilution Mechanics**: Equity models involve dilution, share issuance, and capital raising that create ongoing complexity and potential conflicts.

- **Voting and Control**: Equity voting rights create control dynamics that are inappropriate for infrastructure governance, which should be protocol-based and operational rather than ownership-based.

### 2.2 The IRU Solution: Infrastructure Access, Not Ownership

The IRU (Irrevocable Right of Use) model solves these fundamental problems by:

#### A. Non-Equity, Non-Ownership Framework

- **Right of Use, Not Ownership**: IRUs grant access rights, not ownership interests. Participants acquire the right to use infrastructure and services, not equity in DBIS.

- **No Securities Law Triggers**: IRUs are contractual rights, not securities. They do not require securities registration, disclosure, or ongoing securities law compliance.

- **No Capital Control Issues**: IRUs are infrastructure access rights, not foreign investments. They do not trigger capital control regulations or foreign investment restrictions.

- **Accounting as Intangible Assets**: IRUs are accounted for as capitalized intangible assets, amortized over the IRU term, not as equity investments.

#### B. Sovereignty Preservation

- **Jurisdiction-Respecting Terms**: IRU terms are determined by the law of the Participant's local jurisdiction (subject to DBIS minimums), respecting sovereign legal frameworks.

- **No Ownership Claims**: IRUs create no ownership claims that could conflict with sovereign interests or create jurisdictional disputes.

- **Constitutional Legitimacy Without Economic Ownership**: Founding Sovereign Bodies provide constitutional legitimacy without requiring economic ownership or equity participation.

#### C. Operational Alignment

- **Infrastructure Functionality Focus**: IRUs focus on infrastructure access and functionality, not profit distribution. This aligns with the utility nature of financial infrastructure.

- **Protocol-Based Governance**: Governance rights under IRUs are operational and advisory, exercised through protocols and procedures, not through equity voting.

- **Permanence and Certainty**: IRUs are irrevocable (subject to termination provisions) and provide long-term certainty of access, which is essential for financial infrastructure.

- **Bundled SaaS as Infrastructure**: SaaS modules are embedded into IRUs as infrastructure functionality, not separately licensed, providing integrated access for the entire IRU term.

### 2.3 Alignment with International Financial Infrastructure Precedent

The IRU model aligns with established precedent in international financial infrastructure:

#### A. SWIFT (Society for Worldwide Interbank Financial Telecommunication)

- SWIFT operates as a cooperative, but participation is through membership and access rights, not traditional equity.
- SWIFT members have governance rights but not profit rights in the traditional equity sense.
- SWIFT provides infrastructure access, not equity investment opportunities.

#### B. TARGET2 (Trans-European Automated Real-time Gross Settlement Express Transfer System)

- TARGET2 participation is through access rights and technical connection, not equity ownership.
- Central banks participate as infrastructure users, not equity holders.
- The system operates as financial infrastructure, not a commercial entity.

#### C. CLS Bank (Continuous Linked Settlement)

- CLS Bank operates as a utility providing settlement services.
- Participation is through membership and access rights, not equity investment.
- The focus is on infrastructure functionality, not profit distribution.

**DBIS follows this same model**: Infrastructure access through IRUs, not equity ownership.

---

## III. LEGAL AND REGULATORY ADVANTAGES FOR CENTRAL BANKS AND DFIs

### 3.1 Central Bank Advantages

#### A. Regulatory Compliance

- **No Securities Law Compliance**: IRUs are not securities, eliminating securities registration, disclosure, and ongoing compliance obligations.

- **Regulatory Capital Treatment**: IRUs are treated as intangible assets (deducted from regulatory capital per applicable rules), not as equity investments subject to concentration limits or other equity-specific regulations.

- **Central Bank Charter Compliance**: IRUs are compatible with central bank charters that restrict equity investments, as IRUs are infrastructure access rights, not equity.

- **Sovereign Immunity Preservation**: IRU participation does not create ownership relationships that could complicate sovereign immunity considerations.

#### B. Accounting and Financial Reporting

- **Intangible Asset Classification**: IRUs are accounted for as capitalized intangible assets, amortized over the IRU term, providing clear and straightforward accounting treatment.

- **No Equity Exposure**: IRUs create no equity exposure, eliminating concerns about equity valuation, impairment, or dilution.

- **Predictable Costs**: IRU costs (grant fee and ongoing operational costs) are predictable and can be budgeted, unlike equity investments with uncertain returns.

#### C. Operational Benefits

- **Long-Term Certainty**: IRUs provide long-term, irrevocable access rights (subject to termination provisions), ensuring continuity of infrastructure access.

- **Bundled SaaS**: Embedded SaaS modules provide integrated functionality for the entire IRU term, without separate licensing or renewal concerns.

- **Governance Participation**: Central banks participate in governance through the IRU Holder Council and other governance bodies, with weighted participation based on capacity tier and usage profile.

### 3.2 Development Finance Institution (DFI) Advantages

#### A. Charter and Mandate Compliance

- **Infrastructure Investment Alignment**: IRUs align with DFI mandates to invest in infrastructure and development, as DBIS provides financial infrastructure.

- **No Equity Restrictions**: IRUs avoid equity investment restrictions that may apply to DFI charters, as IRUs are infrastructure access rights, not equity.

- **Multilateral Cooperation**: IRU participation supports multilateral cooperation and cross-border financial infrastructure development, consistent with DFI missions.

#### B. Risk and Exposure Management

- **No Equity Risk**: IRUs create no equity exposure, eliminating equity market risk, valuation risk, and dilution risk.

- **Infrastructure Risk Profile**: IRU risk is limited to infrastructure access and functionality, not broader equity investment risk.

- **Predictable Obligations**: IRU obligations (fees and operational requirements) are predictable and contractual, not subject to equity market volatility.

#### C. Development Impact

- **Financial Infrastructure Development**: IRU participation supports development of modern financial infrastructure, benefiting DFI member countries and development objectives.

- **Cross-Border Connectivity**: IRUs enable DFIs to participate in global financial infrastructure, facilitating cross-border development finance operations.

- **Technology Transfer**: Access to DBIS infrastructure and SaaS modules provides exposure to advanced financial technology and best practices.

---

## IV. THE IRU MODEL: DELIBERATELY CLOSER TO SWIFT/TARGET2/CLS THAN TO ANY EQUITY BANK

### 4.1 Infrastructure Utility Model

DBIS operates as financial infrastructure, similar to SWIFT, TARGET2, and CLS Bank:

- **Utility Function**: DBIS provides essential financial infrastructure services, not commercial banking services.

- **Access-Based Participation**: Participation is through access rights (IRUs), not equity ownership.

- **Governance Without Ownership**: Governance participation is operational and advisory, not based on equity ownership or profit rights.

- **Cost Recovery, Not Profit Maximization**: Fee structures are designed for cost recovery and sustainability, not profit maximization.

### 4.2 What This Replaces (Explicit Comparison)

| Traditional Equity Model          | DBIS IRU Model                         |
| --------------------------------- | -------------------------------------- |
| Central bank shares               | IRU participation                      |
| Capital subscription              | Infrastructure access right            |
| Equity symbolism                  | Functional entitlement                 |
| Voting stock                      | Governance interface                   |
| Dividends                         | Cost efficiency & access certainty     |
| Ownership claims                  | Right of use                          |
| Securities law compliance         | Contractual framework                  |
| Equity accounting                 | Intangible asset accounting            |
| Profit rights                     | Infrastructure access                  |
| Dilution mechanics                | Capacity tier adjustments              |

### 4.3 Operational Reality Alignment

The IRU model **"looks like how the system actually operates, not how it is politically described."**

- Financial infrastructure operates through access rights and technical connections, not equity ownership.

- Governance is protocol-based and operational, not equity-voting-based.

- Participants need infrastructure access and functionality, not profit distribution.

- The system provides utility services, not commercial banking services.

**The IRU model reflects this operational reality.**

---

## V. CONSTITUTIONAL RATIFICATION AND FOUNDATION

### 5.1 Foundational Charter Assembly

The Foundational Charter Assembly, comprising:
- **7 Founding Sovereign Bodies** (providing constitutional legitimacy)
- **231 Founding Institutional Classes** (providing operational foundation)

collectively establishes DBIS as a supranational financial infrastructure entity operating under the IRU participation framework.

### 5.2 No Equity, No Shares, No Capital Stock

**Constitutional Principle**: DBIS operates without equity, shares, or capital stock. All participation is through IRUs, which are:
- Non-equity contractual rights
- Infrastructure access entitlements
- Functional, not ownership-based
- Aligned with international financial infrastructure precedent

### 5.3 Amendment and Evolution

This IRU participation framework may be amended through the DBIS governance processes, but the fundamental principle of **non-equity, infrastructure-access-based participation** is a constitutional foundation that may not be altered without the consent of the Foundational Charter Assembly.

---

## VI. CONCLUSION

The IRU participation framework is not merely a legal structure; it is a **constitutional foundation** that:

1. **Preserves Sovereignty**: Respects jurisdictional law and sovereign interests while enabling supranational cooperation.

2. **Avoids Legal Complexity**: Eliminates securities law, capital control, and equity-related legal and regulatory complexity.

3. **Aligns with Precedent**: Follows the established model of SWIFT, TARGET2, and CLS Bank as infrastructure utilities.

4. **Enables Participation**: Allows central banks, DFIs, and other institutions to participate without equity investment restrictions or complications.

5. **Provides Certainty**: Offers long-term, irrevocable access rights that ensure continuity and stability of financial infrastructure.

6. **Reflects Reality**: Models how financial infrastructure actually operates—through access rights and technical connections, not equity ownership.

**The IRU model is the right structure for a supranational financial infrastructure entity in the 21st century.**

### 6.1 Technical Infrastructure

DBIS infrastructure is deployed using modern container-based architecture (Proxmox VE LXC deployment) provided through Sankofa Phoenix Cloud Service Provider. This technical architecture ensures secure, scalable, and reliable infrastructure delivery, supporting the IRU framework's infrastructure access model. For detailed technical architecture documentation, see [IRU Technical Architecture - Proxmox VE LXC Deployment](./IRU_Technical_Architecture_Proxmox_LXC.md).

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**This excerpt is part of the Foundational Charter of the Digital Bank of International Settlements (DBIS) and establishes the constitutional foundation for IRU-based participation.**

---

*For the complete IRU Participation Agreement, see: `IRU_Participation_Agreement.md`*

*For technical infrastructure architecture, see: `IRU_Technical_Architecture_Proxmox_LXC.md`*

*For regulatory positioning guidance, see: `Regulatory_Positioning_Memo_CBs_DFIs.md`*
