governance: the tyranny of theory

I didn't want to write this. I'd rather build things than argue about how to argue about building things. But after another year of conference panels, Twitter threads, and LinkedIn posts about governance — mostly from people who've never managed a budget, a building, or a piece of land — I need to get something off my chest.

Full disclosure: I am biased. I'm an independent. I like to move fast. I believe in failure by committee. One partner is one too many. Take that into account.

But also: I've managed real estate. I've run companies. I've led teams. I've sat on boards. I've made payroll. And I keep watching people with none of that experience lecture everyone about how governance is "the most important thing" — the prerequisite, the foundation, the non-negotiable first step before anything real can happen.

So here's a genuine question for the governance crowd: what exactly are you governing?

the question nobody answers

Seriously. I've asked. The answers are vague.

"We need governance for regenerative projects." What regenerative projects? How big? How funded? Who's involved? What assets are at stake?

"Governance should come first." Before what? Before you have land? Before you have money? Before you have a team? You're going to govern... the idea of a project?

"Without governance, there's no accountability." Accountability to whom? For what? There are three people in a Signal chat talking about maybe someday doing something about a watershed. They don't need a governance framework. They need a plan, some funding, and someone willing to show up on Saturday.

The governance-first crowd treats governance like oxygen — essential for all life, required at every scale, always the priority. But oxygen isn't the first priority when you're underwater. A boat is.

governance is not management

The conflation is where the damage happens. Let's define our terms.

Governance is about who gets to make decisions, how those decisions are made, and how decision-makers are held accountable. It's the rules about rules. Constitutions, charters, voting mechanisms, checks and balances.

Management is about making decisions and executing them. Setting priorities, allocating resources, directing work, solving problems, delivering results.

Stewardship is about ongoing care. Monitoring, maintaining, protecting, improving. Showing up, season after season, doing the work.

Most of what people call "governance" in regenerative spaces is actually management or stewardship. And what they're proposing — voting systems, proposal processes, quorum requirements — is governance machinery for situations that don't require it.

A land trust director managing a 500-acre preserve doesn't need a DAO. They need a chainsaw, a prescribed burn plan, and a stewardship budget.

the prerequisite problem

Here's the part that really gets me.

The governance crowd preaches governance as the most important thing while completely ignoring what makes governance relevant: having something to govern.

Governance doesn't come first. Resources come first. Responsibility comes first. Relationship with the land comes first.

• You can't govern a treasury that doesn't exist
• You can't make stewardship decisions about land nobody has access to
• You can't allocate proceeds that haven't been generated
• You can't set policy for a project that hasn't been funded

Not much governance is needed if there is nothing to govern.

Does a sole proprietor need governance? An LLC with one member? A land trust with an executive director? A farmer on their own land?

No. The person responsible calls the shots. That's not a governance failure — that's clarity. Clear authority is a feature, not a bug.

The governance-first crowd skips right past the hard parts — acquiring land, raising capital, building infrastructure, developing revenue, showing up when it rains — and lands on the part that feels most like progress without requiring any: designing systems for how decisions will theoretically be made about resources that theoretically exist.

This is governance as procrastination.

the commons assumption

Now for the elephant in the room.

Many governance advocates hold an unstated assumption: that property shouldn't be private. That land should be commons. That collective decision-making should replace individual authority.

They're drawing on real history. The enclosure of English commons. The dispossession of indigenous peoples. The privatization of shared resources for private gain. Garrett Hardin's "Tragedy of the Commons" — itself a contested, politically motivated narrative that Elinor Ostrom spent her career dismantling.

That history is real. Enclosure was theft. The privatization of common land displaced millions and concentrated wealth in ways that still shape the world. I'm not dismissing that.

But here's the problem: most regenerative projects are not commons.

• A conservation easement is on private land with legally defined restrictions
• A land trust owns its properties outright
• A regenerative farm has a farmer who makes the decisions
• A restoration project has a funder and a project manager
• A national park has a superintendent and federal management

These are not shared resources in the Ostrom sense. They have clear authority, clear responsibility, and clear legal structures. The deed says what you can do. The easement says what you can't. The operating agreement defines the chain of command.

When you impose a commons governance framework on something that isn't a commons, you don't create equity — you create friction. You add process without adding value. You slow down the people who are actually doing the work.

And there's a deeper disconnect: the governance crowd tends to ignore the actual financial, legal, and operational requirements of acquiring and managing land. Land rights, purchase agreements, lease terms, tax obligations, insurance, liability, zoning, permitting — these are the real constraints. These are what actually determine what can and can't happen on a piece of land. Not a governance token.

I realize I'm ranting now. I said I wouldn't. Let me take a breath and get concrete.

what regenerative projects actually look like

Let's get concrete. What are people imagining they'll be governing?

Count the yeses. Of ten project types, four need governance — and two of those already have it.

The cases where governance is genuinely needed share common traits: multiple parties, shared resources, significant capital, and decisions that affect people who aren't in the room.

Everything else? Management. Stewardship. Execution. Clear authority with clear accountability.

If you're one person managing one property, you don't need governance. You need a to-do list.

That's the theory. But maybe I'm cherry-picking project types to make my point. Fair objection. So let's look at what's actually happening — not what I think should happen, but what the real operating entities in nature and land governance are actually doing.

how the real world actually governs nature

If you survey the actual landscape — not the theory, not the Twitter discourse, the real organizations deploying capital to nature — a pattern emerges that the governance crowd would prefer not to discuss.

I looked at dozens of organizations across carbon development, mitigation banking, conservation land trusts, natural capital asset management, water funds, community land trusts, jurisdictional programs, and protocol governance. Here's what I found.

Category 1: unilateral / investor-led (the majority)

Private carbon developers. Mitigation banks. Natural capital asset managers. Conservation investment funds. These entities acquire land, design projects, secure certifications, sell credits, and control reporting. Decisions are made by corporate management and investors. Regulators and lenders serve as constraints. Affected communities get advisory or consultative roles — at best.

This is how most nature-based project capital actually flows. Billions of dollars. Millions of acres. Governed by a general partner, technical consultants, and a board of directors.

Nobody on Twitter is yelling at them about governance.

Category 2: nonprofit board governance (the second largest group)

Conservation land trusts. Accredited organizations. Easement holders. These operate under nonprofit governance norms — bylaws, board policies, conflict-of-interest rules, audits, accreditation standards. Decisions about which properties to protect, what terms to enforce, and how to allocate stewardship budgets are made by boards and staff.

This is real governance. It's procedural, fiduciary, and accountable — to donors, regulators, and accreditation bodies. But it's not community-democratic. Power resides in a self-perpetuating board accountable to standards, not in a token-holder base or resident membership.

And it works. Tens of millions of acres are protected under this model.

Category 3: multi-stakeholder governance (rare, and for good reason)

Water funds. Jurisdictional benefit-sharing programs. Community land trusts (mostly in housing, interestingly, not nature). These have formal boards or committees with representation from utilities, governments, NGOs, and sometimes communities. Decisions follow agreed rules, sometimes requiring consensus or majority voting across stakeholder groups.

This is Ostrom in practice. It works — for specific contexts where multiple parties share access to the same resource, where competing uses create real conflict, where the stakes justify the overhead of multi-stakeholder process.

It is also slow, expensive, and hard to maintain. There's a reason it's rare.

Category 4: protocol / DAO-like governance (essentially one example)

In the entire landscape of nature finance and ecological asset infrastructure, there is essentially one project that governs like a protocol: token-holder voting, delegated stake to farmers and indigenous communities, working groups shaping credit system rules through on-chain governance.

And even there — the protocol governs how credits are recognized and rewarded. Not land title. Not stewardship decisions. Not who shows up with a chainsaw on Tuesday.

the pattern:

Look at that table. The vast majority of real-world nature governance is unilateral or board-governed. The democratic, participatory, community-controlled governance that the governance crowd preaches? It barely exists in practice.

And where it does exist — water funds, community land trusts, jurisdictional programs — it's limited to contexts with genuine multi-stakeholder complexity. Shared watersheds. Shared housing. Government-mandated benefit sharing. These are situations where governance is justified because the prerequisites are met: multiple parties, shared resources, competing uses, significant stakes.

To be clear: I'm not saying unilateral is good. Some of those investor-led projects have steamrolled communities. Some have sold garbage credits. Some have extracted value from land while calling it conservation. The carbon market alone is full of cautionary tales. Unilateral governance without accountability is how we got enclosure in the first place.

But here's the uncomfortable question the governance crowd never answers: which model has actually protected more acres? Deployed more capital to nature? Restored more habitat? Funded more stewardship?

It's not the model with the best governance framework. It's the model that shipped.

The real tension isn't unilateral vs. democratic. It's action vs. deliberation. Getting things done vs. talking about getting things done. And the tragedy is that the people doing the most talking about governance are doing the least governing — while the people doing the most governing would never call it that.

The governance crowd isn't describing what exists. They're describing what they wish existed. And they're telling the people who do the actual work — the land trust directors enforcing easements, the stewards restoring soil, the funders writing checks — that they're doing it wrong.

Maybe some of them are. But they're doing something. And the land doesn't wait for perfect process.

the scale threshold

So when does governance actually become necessary?

Elinor Ostrom won the Nobel Prize for demonstrating that communities can manage commons successfully — without privatization or government control. Her eight design principles are genuine wisdom:

1. Clearly defined boundaries
2. Rules that fit local conditions
3. Participatory decision-making
4. Monitoring and accountability
5. Graduated sanctions
6. Accessible conflict resolution
7. Recognition by external authorities
8. Nested, polycentric institutions

But here's what Ostrom's advocates often miss: she studied existing communities managing existing resources. Her principles presuppose that you already have:

• A defined resource (the commons)
• A defined community (the users)
• Established relationships (the social fabric)
• Real stakes (livelihoods depend on the resource)

She did not study: crypto Twitter communities debating theoretical governance of hypothetical projects.

Ostrom's work is about institutional evolution — rules that emerge from practice, not frameworks imposed from theory. The communities she documented didn't start with governance. They started with a shared problem and a shared resource, and governance emerged because they needed it.

Research on group decision-making reinforces this. Bain & Company's "Rule of 7" found that every member beyond seven reduces decision effectiveness by approximately 10%. By 17 people, groups rarely make effective decisions at all.

At 3 people, you need a conversation. At 7, you need a meeting. At 30, you need process. At 100+, you need governance.

Most regenerative projects have 1-5 people making decisions. They don't need governance. They need a group chat and someone willing to make the call.

the DAO evidence

"But DAOs can solve this!" Can they? Let's look at the data.

An ETH Zurich empirical study of 21 DAOs found:

• "A remarkably high amount of pointless governance activity" — proposals that don't matter, votes that don't bind, process for the sake of process
• Highly concentrated voting power — a small number of wallets control most decisions, despite the "decentralized" label
• "Significant hidden monetary costs" of on-chain governance — gas fees, attention costs, opportunity costs

Across major DeFi DAOs (Aave, Compound, Lido, Uniswap), researchers found that the "minimal quorum" — the smallest number of active voters needed to swing any given vote — is remarkably small. Governance is nominally decentralized but functionally oligarchic.

Meanwhile, voter participation keeps declining. Over 3.3 million addresses can technically participate. Engagement drops every quarter. Quorum can't be reached. Proposals stall. And even when consensus is reached, the decision is often non-binding. Advisory. Suggestive. The people with the actual keys still do what they want.

This is governance theater. It looks like democracy. It functions like bureaucracy. And the people on the ground — the ones managing the land, writing the code, closing the deals — route around it because they have to.

DAOs proved something important. They proved that decentralized governance doesn't work for most things. That's a valuable lesson. We should learn it instead of repeating it.

what actually works

If not governance-first, then what?

Legal structures define the boundaries. A conservation easement, deed restriction, or trust document defines what can and can't happen on a piece of land. These are legally enforceable. They survive changes in ownership, management, and political climate. They're not suggestions — they're law.

Clear authority enables execution. Someone needs to be able to make decisions and be accountable for them. Whether that's a land trust director, a farm operator, a project manager, or a trustee — clear authority prevents the paralysis that governance theater creates.

Checks and balances provide accountability. This doesn't require a DAO or a voting token. It requires the same structures that have worked for centuries:

The executor manages. The trustee protects. The enforcer monitors. The beneficiary has rights. That's not governance — it's structure. Clear roles, clear accountability, clear legal standing.

In the ensurance model, permanently protected natural assets enter ENTRUST — where:

• Legal documents (deed, easement, trust) define what can and can't happen on the land
• Agents execute stewardship decisions
• Proceeds fund ongoing care through perpetual vesting streams
• Certificates and coins provide instruments for funding and accountability
• Each natural asset is unique — governance can be configured per asset, if needed

The key phrase: if needed. Most won't need it. The legal documents already define the use. The agents already execute the care. The proceeds already fund the work.

What's left to govern? Honestly — not much. Maybe oversight. Maybe dispute resolution. Maybe a once-a-year review. But that's stewardship oversight, not governance. That's a property manager reporting to a board, not a constitutional convention.

when governance IS needed

I want to be fair. There are real cases where governance matters.

Large multi-stakeholder resources. When multiple parties share access to a watershed, a fishery, or a forest — and their uses compete or conflict — that's Ostrom territory. Real commons, real stakes, real need for rules.

Rights of nature. When a river or ecosystem gains legal personhood (Ecuador, Bolivia, New Zealand), someone must serve as guardian. How that guardian is selected, how they're held accountable, what decisions they can make — that's genuine governance territory. Novel, complex, and important.

Shared treasuries above real thresholds. When a group collectively controls significant capital — millions of dollars, not a Discord tip jar — governance protects against fraud, capture, and mismanagement. The stakes justify the overhead.

Protocol-level decisions. When a protocol serves thousands of participants and a decision affects all of them — fee structures, fundamental rules, constitutional-level changes — governance is appropriate.

Community land with multiple residents. Fifteen families sharing 100 acres genuinely needs governance. Shared kitchens, shared infrastructure, shared budgets, conflicting preferences about noise and livestock and parking. This is real and hard and I respect anyone who does it.

Notice the common pattern: multiple parties + shared resources + significant stakes + decisions that affect people who aren't making them.

If your project doesn't have all four, you probably don't need governance. You need a competent manager and a clear plan.

the governance résumé

OK. I promised myself I wouldn't be petty about this.

I'm going to be a little petty about this.

If you want to propose a governance framework for entrust natural assets — or for the ensurance protocol — you are welcome to. We take proposals seriously. But we'd like to see your governance résumé first.

Not your theory. Your practice. Check all that apply:

• married (the original two-party governance system)
• raised children (the original stakeholder management)
• survived an HOA (the original DAO)
• served on a school board
• served on a planning commission
• run a nonprofit
• led a club or volunteer organization
• started and operated a business
• coached a team
• managed a team at work
• served on city council or local government
• served on a board of directors
• managed an LLC or partnership
• operated a GP/LP structure
• managed a retail store or restaurant
• managed property
• managed investment assets
• led a trip or expedition
• run a school or educational program
• taught a class or workshop
• led a river trip, backcountry expedition, or wilderness course

Scoring:

Bonus points for anything involving weather, wildlife, logistics, or keeping people alive in the backcountry. Managing a 10-day river trip with 20 people, limited supplies, and a Class IV rapid ahead teaches you more about governance than any whitepaper ever written.

Here's the funny thing: look at that list again. Almost every item on it is polycentric or unilateral with reporting. The coach calls the plays. The property manager makes the decisions and reports to the owner. The teacher runs the classroom. The trip leader makes the call when weather changes. The parent decides bedtime.

These aren't democratic processes. They're clear authority with clear accountability. And they work.

Most of the real governance in the world is one competent person making a call and being responsible for the outcome. We just don't call it governance because it doesn't sound impressive enough for a conference talk.

am I wrong?

Maybe. Probably about some of it.

Maybe governance should come first sometimes. Maybe I'm too impatient. Maybe the committee would make a better decision than I would make alone. Maybe one partner isn't one too many.

But I've watched too many projects die by committee. Too many conversations about how to decide while the land sits unprotected. Too many frameworks carefully designed for projects that never launched. Too many governance tokens minted for treasuries that stayed empty.

I've also watched what works: a land trust director who shows up every week. A farmer who manages their soil like it matters. A steward who removes invasives because they noticed them, not because a proposal passed. A funder who writes the check and trusts the operator.

The land doesn't care about your governance framework. The watershed doesn't wait for quorum. The forest doesn't need your proposal process.

They need funding. They need stewardship. They need someone who shows up.

If you can do that, we'll talk about governance later — when there's actually something to govern.

related:

→ usufruct: how to access land without debt or rent — alternatives to ownership that still require management, not governance

→ why conservation finance keeps failing — the structural problems governance can't solve

→ how to fund conservation for 512 years — perpetual funding through smart contracts, not committees

→ instrumental serves intrinsic — the tools should be quiet and the purpose should be loud

→ why protected lands are still degrading — what happens when you protect land but don't fund stewardship

→ contact us — if you want to argue about this (or build something)