MCC-001 — Constitution of the Marine Conservation Credits Programme

Document Control

Field	Value
Document code	MCC-001
Title	Constitution of the Marine Conservation Credits Programme
Version	3.0-draft
Status	DRAFT — FOR CONSULTATION
Date	3 September 2026
Tier	Tier 1 (Constitutional)
Owner	Governing Board (FD-2026-10-01 Schedule 1, C3)
Approval route	Founder adoption after public consultation; ratification by the Governing Board (constituted 26 August 2026; GB-2026-001, recorded in the decision register as attested by the founder, with no executed copy filed)
Decision basis	Founder Decisions FD-2026-09-03: items D1–D7 (decision record "Draft Decision Records 1–7", adopting the seven design decisions of the Independent Programme-Integrity Desk Review dated 3 September 2026) and item D8 (decision record "Stay of Entry into Force", staying the 17 September 2026 entry-into-force instruments)
Supersedes	MCC-001 Charter and Constitution v2.0 (March 2026) — upon adoption of this version. Version 2.0 is reclassified by FD-2026-09-03 item D5; the document register records it as in force until this version is adopted, when its withdrawal as a controlled copy is executed (FD-2026-09-07 item A8: scheduled, not executed)
Consultation period	90 days (FD-2026-10-01 Schedule 1, C4), from the opening recorded on the consultation register (FD-2026-09-04 item 2; FD-2026-10-01 item 5)
Effective date	Not in force. To be set in the adoption instrument, no less than 30 days after adoption (clause 13.9)
Classification	Public

Change history

Version	Date	Change	Decision record
1.0	Not in the programme record: no adoption date was found when the programme's document corpus was searched on 3 September 2026 (Evidence Register ER-2026-001 §B3)	Initial charter	No adoption instrument is in the programme record; the programme's document corpus was searched on 3 September 2026 (Evidence Register ER-2026-001 §B3)
2.0	March 2026 (printed)	"Revised to integrate Environmental and Social Safeguards, Sustainable Development Contribution, Host Country Authorisation, Corresponding Adjustments, Buffer Pool, and Operational Roadmap"; printed status APPROVED	No signed approval instrument is in the programme record; the programme's document corpus was searched on 3 September 2026 (Evidence Register ER-2026-001 §B3)
3.0-draft	3 September 2026	Full constitutional rewrite implementing FD-2026-09-03 items D1–D8 and remediating audit findings SYS-01 to SYS-15 and 001-01 to 001-08	FD-2026-09-03 items D1–D8 (founder approval in the programme working channel, 3 September 2026; recorded in the decision register as attested by the founder on 7 September 2026, with no executed copy filed — the register at /governance/decisions shows its status)

NOTE (non-normative). This document is issued for public consultation. Nothing in it asserts that any approval, accreditation, eligibility, registration or operational history exists unless a linked record is identified in the MCC Evidence Register. Points the Programme has not decided, or on which it proposes a rule for comment, are listed under Consultation questions below and marked in the text.

Consultation questions

Each point below is open for comment. A proposal is the administration's proposal, put to consultation under founder direction FD-2026-10-01; it is not a rule in force. The suite is to be adopted as one instrument once its longest consultation period has closed (FD-2026-10-01 Schedule 1, C4). Because it includes the Constitution, whose amendment is within the competence of the constituted Governing Board (FD-2026-08-24 item D11, recorded in the decision register as attested by the founder, with no executed copy filed), each point below is decided by the Governing Board on adoption of the suite; a clause of this text that provides another route for adopting it alone is itself open to comment.

1. Clauses 1.4 to 1.7 — the Legal Entity. Proposed: a Norwegian aksjeselskap (AS). The Legal Entity has not yet been incorporated (founder, 1 October 2026), so this text states no registered name, company number or registered office, and proposes no name; the name "Marine Conservation Credits Limited", printed in MCC-700 v3.1 clause 3.1, has no corporate particulars in the programme record and is not carried forward. Basis: FD-2026-10-01 item 3 and Schedule 1 (C1); FDP-2026-001 C1; FD-2026-08-24 item D1. Decided by: the Governing Board on adoption of the suite; the entity's name and jurisdiction are reserved to it (FD-2026-09-04 item 6). Comments are invited on the proposed form and jurisdiction of the Legal Entity.

2. Clauses 9.1.3 and 9.2.6 — seats, appointments, terms and remuneration. Proposed: a transitional appointments schedule. Until a body is constituted, its functions are exercised by the Governing Board (with external technical reviewers named for each Standards Committee matter and an external safeguards reviewer for Category A projects); each body is to be constituted when its trigger in FDP-2026-001 C5 occurs (Standards Committee: the first methodology reaching an approval decision; VVB Oversight Committee: the first VVB application; Safeguards & Rights Panel: the first Category A project; Registry Oversight Committee: the first issuance request), and the Programme Administrator carries out the Programme Secretariat's administration until a Secretariat is staffed. The Independent Appeals Panel is external from the start: one external appointee, on a roster basis and paid per matter, is required before the first appeal is heard; none is appointed. Terms are three years, staggered. Remuneration is nil during the transitional period, and disclosed as nil. The only body constituted is the Governing Board (26 August 2026, two members; GB-2026-001, recorded in the decision register as attested by the founder, with no executed copy filed); this text names no candidate for any seat. Basis: FD-2026-10-01 Schedule 1 (C5, Q2); FDP-2026-001 C5. Decided by: the Governing Board on adoption of the suite: appointments are its decision (clause 9.2.1), and constituting the Standards Committee and appointing at least one external member of the appeals panel are reserved to it (FD-2026-09-04 item 6). Comments are invited on the schedule, its triggers, the term length and nil remuneration, and on its placing the transitional exercise of each body's functions with the Governing Board, whereas clause 14.1 of this draft places it with the founder.

3. Clause 9.8.5 — chair's casting vote. Proposed: none: a tied vote fails, and no chair holds a casting vote. The alternative recorded in the draft — a chair's casting vote for decision types other than constitutional amendments, methodology approvals and appeals, recorded per decision type in the Delegated Authority Matrix — is not proposed, because with a two-member Board a casting vote would let one member decide alone. The same point is open in MCC-700 clause 7.5. Basis: FD-2026-10-01 Schedule 1 (Q1); FDP-2026-001 Q1. Decided by: the Governing Board on adoption of the suite. Comments are invited on whether any decision type should carry a chair's casting vote.

Table of Contents

1. Establishment and Legal Identity
2. Status, Tier and Precedence of this Constitution
3. Interpretation and Definitions
4. Mission and Objects
5. Fundamental Principles
6. Programme Instruments
7. Methodology Families and Methodologies
8. Article 6 of the Paris Agreement and External Frameworks
9. Governance
10. Programme Commitments
11. Claims and Public Communications
12. Document Hierarchy and Document Control
13. Amendment of this Constitution
14. Transitional and Final Provisions

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1. Establishment and Legal Identity

1.1 The Marine Conservation Credits programme (the "Programme") is established as an independent, marine-scoped environmental credit programme.

1.2 The acronym "MCC" means Marine Conservation Credits and SHALL NOT be expanded or used with any other meaning in any Programme document, register entry, certificate or public communication.

NOTE. Clause 1.2 extinguishes the divergent expansions found in the current record ("Methodological Carbon Credits", Buffer Pool Management Policy cl. 0001; "Mitigation Credit Company", Host Country Authorisation Procedure cl. 0001).

1.3 The Programme SHALL be owned and operated by a single legal entity (the "Legal Entity"), which holds the Programme's contracts, intellectual property, liabilities, finances and registry relationships.

1.4 The Legal Entity's exact legal name is not decided. The Legal Entity has not yet been incorporated (founder, 1 October 2026; FD-2026-10-01 item 3), its name is reserved to the Governing Board (FD-2026-09-04 item 6), and no name is proposed. The name "Marine Conservation Credits Limited", printed in MCC-700 v3.1 clause 3.1, has no corporate particulars in the programme record and is not carried forward. (Consultation question 1.)

1.5 The Legal Entity's jurisdiction of incorporation is not decided; it is reserved to the Governing Board (FD-2026-09-04 item 6). The proposal is a Norwegian aksjeselskap (AS). (Consultation question 1.)

1.6 The Legal Entity has no company registration number, because it has not yet been incorporated (founder, 1 October 2026). (Consultation question 1.)

1.7 The Legal Entity has no registered office, because it has not yet been incorporated (founder, 1 October 2026); none is proposed. (Consultation question 1.)

1.8 The Legal Entity SHALL publicly disclose its jurisdiction, company number, registered office and beneficial ownership, and SHALL keep that disclosure current. No certificate of incorporation, register extract or beneficial-ownership disclosure exists. FD-2026-08-24 item D1 (recorded in the decision register as attested by the founder, with no executed copy filed) confirms a Norwegian aksjeselskap as the entity decision; no company has yet been incorporated or registered (founder, 1 October 2026; FD-2026-10-01 item 3). This clause is a forward obligation binding from the date of registration. Because two documents in force state the entity differently, its name and jurisdiction are reserved to the Governing Board (FD-2026-09-04 item 6).

1.9 Every Programme document, contract and public communication SHALL identify the Legal Entity by its exact legal name recorded under clause 1.4.

1.10 This Constitution SHALL NOT be represented as evidence of incorporation, regulatory approval or legal capacity; those matters are evidenced only by the corporate records referenced in clause 1.8.

2. Status, Tier and Precedence of this Constitution

2.1 This Constitution is the Tier 1 constitutional document of the Programme and the supreme document of the MCC document hierarchy defined in Section 12.

2.2 The following precedence rule applies to the entire MCC document suite and is stated authoritatively here and nowhere else:

2.2.1 A document of a higher tier prevails over a document of a lower tier to the extent of any conflict.

2.2.2 Within the same tier, the later validly approved version prevails.

2.2.3 A Tier 5 document SHALL NOT weaken, narrow or disapply any requirement of a higher-tier document.

2.3 In case of conflict between this Constitution and any other Programme document, this Constitution prevails.

2.4 No other Programme document SHALL restate, paraphrase or vary the precedence rule in clause 2.2; other documents MAY cite this Section by reference only.

2.5 A requirement in any Programme document SHALL NOT take effect until every normative document, form, tool or register that the requirement references is published and listed in the Document Register (clause 12.6).

2.6 While this document carries the status DRAFT — FOR CONSULTATION, it confers no rights and imposes no obligations on any external participant; the transitional rules in Section 14 govern the interim period.

3. Interpretation and Definitions

3.1 The following normative verb conventions apply throughout the MCC document suite:

3.1.1 "SHALL" and "MUST" denote a mandatory requirement.

3.1.2 "SHOULD" denotes a recommendation; any deviation SHALL be documented with a justification by the deviating party.

3.1.3 "MAY" denotes a permitted option.

3.1.4 Statements not using these verbs are statements of fact or context and carry no normative force.

NOTE. This clause is the authoritative verb hierarchy for the suite. The orphan reference in MCC-100 cl. 0013 to a non-existent "MCC-001, Section 13.4" is corrected in MCC-100 v3.0-draft, put to consultation with this suite, whose clause 2.2 cites clause 3.1.

3.2 Terms used with initial capitals in Programme documents have the meanings assigned in the MCC Definitions Register.

3.3 The MCC Definitions Register is in force (v1.0; FD-2026-08-24 item D12, recorded in the decision register as attested by the founder, with no executed copy filed). Where it does not define a term, the canonical terms adopted under FD-2026-09-03 (the Unit/Product Dictionary and the canonical terminology annexed to the audit control tables) apply as interim definitions.

3.4 A local definition MAY be created only for a term unique to a single methodology, and SHALL NOT redefine any term in the Definitions Register.

3.5 Programme documents SHALL be drafted in British English.

3.6 Words in the singular include the plural and vice versa, unless the context requires otherwise.

3.7 Text introduced by "NOTE" or "GUIDANCE" is non-normative.

4. Mission and Objects

4.1 The mission of the Programme is to develop, administer and govern a credible, transparent and scientifically rigorous system for verified marine environmental outcomes.

4.2 The Programme SHALL pursue the following objects and no others:

4.2.1 to set and maintain standards, methodologies and procedures for the quantification, validation, verification, issuance, transfer and retirement of the Programme instruments defined in Section 6;

4.2.2 to operate a public registry recording the full lifecycle of every unit and label issued under the Programme;

4.2.3 to oversee projects, Validation and Verification Bodies (VVBs), safeguards performance and programme integrity; and

4.2.4 to publish the information necessary for independent scrutiny of all of the above.

4.3 The Programme SHALL be open to project developers, host countries, VVBs, buyers, and other participants in marine conservation and climate mitigation who meet the participation requirements of the Programme documents.

4.4 The Programme SHALL NOT issue any unit or label except in accordance with this Constitution, the applicable Programme documents and an approved methodology.

5. Fundamental Principles

5.1 The Programme SHALL adhere to the principles in clauses 5.2 to 5.17 in all operations, and every Programme document SHALL be interpreted consistently with them.

5.2 Marine scope. The Programme SHALL cover only marine and ocean-related environmental activities and SHALL NOT credit terrestrial or freshwater activities.

5.3 Independent validation and verification. No unit or label SHALL be issued without documented ex-ante validation and ex-post verification by an independent third-party VVB recognised under the Programme's VVB standard.

5.4 AI assistive only. Artificial intelligence and automated systems SHALL be used as assistive tools only and SHALL NOT make, or be represented as making, any final decision on credit issuance, project approval, safeguards compliance or any other material Programme matter.

5.5 Human accountability. Every material decision in the Programme SHALL be traceable to a named individual or governance body with documented responsibility.

5.6 Transparency. All Programme standards, methodologies, rules, governance decisions, registry data required for integrity, and performance data SHALL be publicly available free of charge, subject only to the lawful privacy, confidentiality and safety redactions defined in Tier 3 documents.

5.7 Safeguards. Environmental and social safeguards compliance, assessed under the Environmental & Social Safeguards Policy, SHALL be a condition of registration and of every issuance.

5.8 Sustainable development contribution. Every project SHALL assess, measure and publicly report sustainable development contributions under the Sustainable Development Contribution Framework (MCC-SDCF); a sustainable development claim SHALL NOT be made without indicator-level evidence.

5.9 Double-counting prevention. No unit SHALL be issued where the same environmental outcome, for the same activity, boundary, period and outcome metric, has been or will be issued, used or claimed elsewhere; the operative controls are set in the Tier 3 double-counting standard.

5.10 Domestic legality. Every project SHALL demonstrate compliance with the applicable law of the host country, including every required permit, licence and approval; the evidential procedure is set in the Host Country Authorisation Procedure. Domestic legality is distinct from Article 6 authorisation, which is governed by Section 8.

5.11 Scientific rigour. All methodologies SHALL be based on the best available scientific evidence and SHALL undergo peer review, public consultation and independent scrutiny before approval.

5.12 Conservativeness. Where data, methods or models are uncertain, quantification SHALL err on the side of under-statement of outcomes; uncertainty SHALL be addressed by conservative deductions and discounting before issuance and SHALL NOT be transferred to the buffer pool.

5.13 Durability truthfulness. No permanence or durability claim SHALL exceed the period actually covered by enforceable commitments, funded monitoring and reversal-liability arrangements; durability classes and liability periods are defined separately in the Tier 3 permanence and buffer standards.

5.14 Stakeholder engagement. The Programme SHALL engage project developers, host countries, VVBs, environmental organisations, Indigenous Peoples and local communities, and civil society in standard-setting and oversight.

5.15 Adaptive management. The Programme SHALL review and update its standards and operations in response to scientific advances, operational experience and independent audit.

5.16 Non-discrimination. The Programme SHALL apply its standards and procedures consistently and equitably across geographies, methodology families and project types.

5.17 Due process. Every materially affected party SHALL have access to reasons for decisions affecting it, an independent appeal route under Section 9.9, and a grievance channel under the Environmental & Social Safeguards Policy.

6. Programme Instruments

6.1 The Programme SHALL recognise exactly three instruments, and no others:

6.1.1 MCC-CC (Carbon Credit) — a transferable unit representing exactly one metric tonne of CO2e reduced or removed, verified ex post under an approved carbon methodology.

6.1.2 MCC-MOU (Marine Outcome Unit) — a unit representing a methodology-specific, quantified and verified physical marine outcome (for example, kilograms of verified gear loss avoided, kilograms of plastic removed, or habitat-hectare-years).

6.1.3 MCC-CB (Verified Co-benefit Label) — a verified statement, with defined scope, indicator and period, attached to a specific MCC-CC or project record; a label is not a unit and is not transferable separately from the record it is attached to.

6.2 An MCC-CC SHALL be fungible only within its declared attributes, methodology and vintage, and SHALL NOT include any unquantified biodiversity or other non-carbon outcome as part of the tonne.

6.3 An MCC-MOU SHALL NOT be fungible across different outcome metrics, SHALL NOT be described as a carbon credit, an offset or avoided emissions, and SHALL support contribution and outcome claims only.

6.4 The former instrument "MCC-HYB" is abolished and SHALL NOT be issued, marketed or referenced as a credit type; a claim combining carbon and co-benefits SHALL be expressed only as an MCC-CC plus an MCC-CB label.

6.5 The former designation "MCC-MCU" is renamed MCC-MOU; the migration of existing registry records, serials and public text is governed by the versioned serial specification and migration rules made under the Tier 3 registry standard. The registry extract of 3 September 2026, taken and recorded in the platform's reference migration log, establishes that no unit of any instrument has been issued: the unit ledger holds no rows, so no holding is affected by this clause. The designation appears only on methodology records — MCC-MCU on two, of which one (MCC-M008) is in use by two projects, and the abolished MCC-HYB on two retired methodologies with no projects. The migration is accordingly a migration of methodology records and public text, not of holdings.

6.6 The detailed attributes, data model, serialisation and unit lifecycle (issuance, transfer, retirement and cancellation) of each instrument SHALL be defined in the Tier 2 Programme Standard and the Tier 3 registry standard, generated from the Unit/Product Dictionary; the project lifecycle is defined solely in MCC-700, and no Programme document SHALL define an instrument locally.

7. Methodology Families and Methodologies

7.1 The Programme SHALL operate one and only one methodology family catalogue, comprising the following five families:

Code	Canonical family name
F01	Coastal blue-carbon removals/restoration
F02	Coastal blue-carbon avoided loss/protection
F03	Sustainable fisheries and fishing-gear interventions
F04	Marine pollution prevention/removal
F05	Marine habitat and biodiversity conservation

7.2 The activities, instrument mapping, boundary rules and methodology assignments of each family SHALL be defined solely in the canonical Family–Methodology–Instrument Matrix adopted under FD-2026-09-03 item D2, and every family reference in every Programme document, serial number, registry field and platform display SHALL be generated from that Matrix.

7.3 A methodology SHALL NOT carry the status "Approved" or "Active" unless the complete methodology dossier, the public consultation record, the independent expert review and the signed approval decision exist and are linked in the Evidence Register.

7.4 Methodology status SHALL be recorded only in the Methodology Status Register, using the status vocabulary CONCEPT, DRAFT, CONSULTATION, PILOT, APPROVED, WITHDRAWN/RETIRED.

7.5 FD-2026-09-03 item D6 sets methodologies M001–M010, M008 included, to the status CONCEPT (or DRAFT where a substantially complete text exists) until the requirements of clause 7.3 are met; the methodology register still records MCC-M008 v1.1 as APPROVED.

7.6 The ghost-fishing-gear (GFS) pilot methodology SHALL be developed under family F03 and SHALL report its net greenhouse-gas result (MCC-CC, only where conservatively quantified and verified under an LCA/GHG boundary) and its marine conservation outcomes (MCC-MOU) in separate ledgers; no tonne SHALL be issued from gear mass alone.

7.7 Carbon crediting of kelp and coral activities is suspended; such activities SHALL proceed only as marine-outcome activities under family F05 unless and until a specific, peer-reviewed and conservatively tested carbon methodology passes independent expert review and is approved under clause 7.3.

8. Article 6 of the Paris Agreement and External Frameworks

8.1 The default status of every MCC unit is NOT AUTHORIZED FOR ARTICLE 6 / VOLUNTARY USE ONLY.

NOTE. Registry enumeration values and status labels are canonical strings taken verbatim from the adopted control tables and retain their spelling (for example "AUTHORIZED") notwithstanding clause 3.5.

8.2 The Programme SHALL record host-country project approval or non-objection, Article 6 authorisation (purpose, date and instrument), first-transfer definition, first-transfer event, corresponding-adjustment reporting evidence, and withdrawal or revocation status as separate registry attributes, each set only upon linked documentary evidence, in accordance with the Article 6 Attribute/Status Matrix adopted under FD-2026-09-03 item D3.

8.3 No registry attribute, certificate or communication SHALL infer or assert eligibility of any MCC unit under any compliance scheme from a host-country, authorisation or corresponding-adjustment attribute.

8.4 A corresponding adjustment is an accounting action performed and reported by a participating Party under the Article 6 rules; the Programme SHALL record evidence of it but SHALL NOT perform, promise or represent itself as performing it, at retirement or otherwise.

8.5 The Programme SHALL use the designation "CA evidence recorded" only where the Party's documentary reporting evidence is linked in the Evidence Register, and SHALL NOT use "CA-Confirmed" or equivalent wording on the basis of a stated intention or promise.

8.6 No MCC unit SHALL be labelled, marketed or described as an A6.4ER or as any Article 6.4 unit; Article 6.4 methodologies, registration, accreditation and the mechanism registry are governed exclusively by the UNFCCC Article 6.4 Supervisory Body.

8.7 No CORSIA-eligibility or other compliance-eligibility statement SHALL be made unless the relevant scheme authority has approved the specified programme, unit and vintage scope and the approval decision is linked in the Evidence Register.

8.8 The Programme SHALL NOT claim conformity with, alignment with, eligibility under or equivalence to any external regulatory framework or standard unless a formal external assessment covering a defined scope has been completed and is publicly documented and linked in the Evidence Register.

8.9 The Independent Governing Board SHALL review all external-framework statements at least annually against Section 11 and this Section, and SHALL correct any non-conforming statement without delay.

8.10 The Programme MAY seek external programme assessments once the readiness evidence defined in clause 10.10 exists; an intention to seek assessment SHALL NOT itself be represented as any form of eligibility or approval.

9. Governance

9.1 Governance bodies

9.1.1 The Programme SHALL be governed exclusively by the following bodies, each bearing exactly this name in every Programme document:

Body	Core mandate
Independent Governing Board	Strategy, budget, risk appetite, appointments, final programme rules
Standards Committee	Recommends programme standards and methodology approvals
VVB Oversight Committee	VVB recognition and scope, monitoring, sanctions
Registry Oversight Committee	Issuance control, registry risk, reconciliation, security
Safeguards & Rights Panel	High-risk environmental and social review, remedy and grievance oversight
Independent Appeals Panel	Hears appeals against Programme decisions
Programme Secretariat	Administration within delegated authority only

9.1.2 No Programme document SHALL create, name or empower any governance body other than those in clause 9.1.1, except by amendment of this Constitution.

9.1.3 The composition, seats, appointment terms, remuneration, quorum and decision thresholds of each body are recorded in the Governance RACI and Delegated Authority Matrix (clause 9.8.1). Apart from the two members of the Governing Board constituted on 26 August 2026 (GB-2026-001, recorded in the decision register as attested by the founder, with no executed copy filed), no seat is filled and no candidate is named. It is proposed that, until a body is constituted, its functions be exercised by the Governing Board; that the Independent Appeals Panel be external from the start, with no appeal heard before at least one external appointee is in place (none is appointed); that terms be three years, staggered; and that remuneration be nil during the transitional period, and disclosed as nil. (Consultation question 2.)

9.2 Independent Governing Board

9.2.1 The Independent Governing Board holds final decision-making authority over programme rules, strategy, budget, risk appetite and appointments, subject to this Constitution.

9.2.2 A majority of the members of the Independent Governing Board SHALL be independent, applying the operative independence definition in MCC-700 clause 3.2.6 and the Definitions Register.

9.2.3 The chair of the Independent Governing Board SHALL be an independent, non-commercial member, applying the operative chair definition in MCC-700 clause 3.2.7.

9.2.4 Membership of the Independent Governing Board SHALL provide expertise in marine science and conservation, carbon-market integrity, law and governance, and the perspectives of host countries and affected communities.

9.2.5 Appointment and removal of members SHALL follow the documented nomination, fit-and-proper and removal procedures adopted under clause 9.10.1; no member SHALL be removed without written reasons.

9.2.6 Members SHALL serve for defined terms recorded in the Governance RACI and Delegated Authority Matrix. The proposed term is three years, staggered. (Consultation question 2.)

9.2.7 The Independent Governing Board SHALL meet at least quarterly.

9.2.8 The Independent Governing Board SHALL publish the minutes and decisions of every meeting, subject only to lawful redactions.

9.2.9 The Independent Governing Board SHALL approve the Programme's budget, including a protected budget line sufficient for the independent operation of each committee and panel in clause 9.1.1.

9.3 Standards Committee

9.3.1 The Standards Committee SHALL develop and recommend programme standards and methodology approvals to the Independent Governing Board or to the delegate recorded in the Delegated Authority Matrix.

9.3.2 A majority of the members of the Standards Committee SHALL be independent technical experts.

9.3.3 The Standards Committee SHALL conduct peer review and public consultation for every new or materially revised standard or methodology, and SHALL publish reasoned recommendations.

9.4 VVB Oversight Committee

9.4.1 The VVB Oversight Committee SHALL decide VVB recognition, scope, monitoring and sanctions.

9.4.2 The VVB Oversight Committee SHALL be operationally separate from project approval and from any commercial function of the Programme.

9.5 Registry Oversight Committee

9.5.1 The Registry Oversight Committee SHALL control issuance, registry risk, reconciliation and registry security.

9.5.2 Every issuance SHALL be executed under maker-checker approval, and registry operations SHALL be subject to independent audit.

9.6 Safeguards & Rights Panel

9.6.1 The Safeguards & Rights Panel SHALL review high-risk environmental and social matters, oversee grievance handling and remedy, and MAY order the immediate suspension of activity where urgent harm is identified, subject to confirmation by the Independent Governing Board.

9.6.2 The Safeguards & Rights Panel SHALL include human-rights and marine-livelihood expertise.

9.7 Programme Secretariat

9.7.1 The Programme Secretariat SHALL perform administration only within the authority delegated to it in the Delegated Authority Matrix.

9.7.2 The Programme Secretariat SHALL NOT approve its own technical work, SHALL NOT override any committee or panel, and SHALL NOT hold any approval power over VVB recognition, methodology approval, issuance or appeals.

9.8 Decision-making, delegation and conflicts

9.8.1 The Independent Governing Board SHALL adopt and publish a Governance RACI and Delegated Authority Matrix assigning, for every decision type: the recommending body, the accountable decision-maker, the consultation and information duties, the quorum, the voting threshold and the appeal route.

9.8.2 Every decision type SHALL have exactly one accountable decision-maker.

9.8.3 Except where this Constitution itself sets a threshold, the quorum and voting threshold for every decision type SHALL be those fixed in the Delegated Authority Matrix under MCC-700 clause 7.4 and Annex A; this Constitution sets only the amendment threshold in clause 13.6.

9.8.4 Amendment of this Constitution SHALL require the threshold in clause 13.6 and SHALL NOT be delegated.

9.8.5 If a vote is tied, the motion fails; no chair SHALL hold a casting vote. (Consultation question 3.)

9.8.6 Every member of every body SHALL disclose actual and potential conflicts of interest on appointment, annually, and at the opening of any item in which a conflict arises.

9.8.7 A conflicted member SHALL be recused from deliberation and decision on the conflicted item, and the quorum SHALL be recalculated after recusals; the recusal mechanics and the sanction for breach are those of MCC-700 Section 5.

9.8.8 Every decision SHALL be recorded with its decision-maker, date, vote, reasons and, where applicable, its Evidence Register links.

9.9 Separation of functions and appeals

9.9.1 Standard-setting, programme administration, registry operation, safeguards oversight and appeals SHALL be structurally separated.

9.9.2 No individual SHALL simultaneously hold a decision-making role in both standard-setting and programme administration; this prohibition admits no exception by disclosure or recusal.

9.9.3 No individual SHALL both approve a methodology and approve individual projects under that methodology.

9.9.4 No individual holding a commercial role in a project SHALL hold any oversight seat with authority over that project.

9.9.5 The Independent Appeals Panel SHALL hear appeals against first-instance Programme decisions de novo or under the review standard defined in the Tier 2 governance document.

9.9.6 No member of the Independent Appeals Panel SHALL take part in an appeal concerning a decision in whose making that member participated in any capacity.

9.9.7 The Independent Appeals Panel MAY draw members from an external roster.

9.9.8 First-instance decisions, independent review, appeals and complaints SHALL be handled through separate channels defined in the Tier 2 governance document, and no channel SHALL be collapsed into another.

9.10 Governance policies

9.10.1 The Independent Governing Board SHALL adopt, publish and maintain policies on: nominations and fit-and-proper assessment; codes of conduct and conflicts of interest; remuneration; whistleblowing and non-retaliation; anti-bribery and anti-corruption; financial oversight and audit; and complaints against the Programme itself.

9.10.2 The Independent Governing Board SHALL assess the effectiveness of the governance structure at least annually and SHALL publish the outcome.

9.10.3 The detailed governance procedures, thresholds and appeal mechanics SHALL be set in the Tier 2 governance document (MCC-700), which SHALL conform to this Constitution.

10. Programme Commitments

10.1 The Programme makes the binding commitments in clauses 10.2 to 10.12; each SHALL be implemented through the named document, which SHALL conform to this Constitution.

10.2 Safeguards. Every project SHALL undergo environmental and social risk categorisation, impact assessment proportionate to risk, mitigation and monitoring, and independent safeguards assurance, under the Environmental & Social Safeguards Policy; demonstrated safeguards compliance SHALL be a condition of every issuance.

10.3 Sustainable development. Every methodology SHALL define methodology-specific sustainable development indicators, and every project SHALL measure and report them, under the Sustainable Development Contribution Framework (MCC-SDCF); the Programme SHALL publish an annual aggregate report.

10.4 Double-counting prevention. The Programme SHALL maintain registry-level controls against double issuance, double use and double claiming, under the Tier 3 double-counting standard, and SHALL record Article 6 attributes per Section 8.

10.5 Domestic legality and host-country engagement. The Programme SHALL require evidence of the host-country permits and approvals applicable to each project, and documented host-country engagement, under the Host Country Authorisation Procedure; the Programme SHALL NOT require Article 6 authorisation for voluntary-use projects, and SHALL NOT treat any domestic permit or non-objection as Article 6 authorisation.

10.6 Transparency. The Programme SHALL make its standards, rules, decisions, registry data required for integrity, and performance data publicly accessible at no cost, and SHALL maintain a public dashboard of key metrics.

10.7 Data integrity. The Programme SHALL maintain secure, auditable and tamper-evident records of all units, labels, transactions and supporting documentation, subject to independent audit.

10.8 Record retention. Records SHALL be retained per the MCC Record Retention Schedule; no Programme document SHALL set a retention period locally.

10.9 Adaptive review. The Programme SHALL review every standard and methodology at least every five years, and earlier upon material scientific, legal or policy change, with stakeholder engagement in every major review.

10.10 External assessment readiness. The Programme SHALL NOT seek, and SHALL NOT claim readiness for, external programme assessment or equivalence determination until the following readiness evidence exists and is linked in the Evidence Register: at least one completed issuance cycle under an approved methodology; an independent audit of registry controls; an independent safeguards audit; and closure of all critical audit findings then open.

10.11 Evidence discipline. No Programme document or communication SHALL assert an approval, accreditation, decision, operational history, dataset, test result or recognition unless the supporting record is linked in the Evidence Register.

10.12 Consultation integrity. Where a text under public consultation is materially superseded during the consultation, the Programme SHALL either re-scope the consultation by published notice or close and restart it; no approval SHALL rest on a consultation conducted on a superseded text.

11. Claims and Public Communications

11.1 No MCC unit SHALL be publicly marketed, sold or retired before the MCC Claims Code (MCC-600) is published and in force.

11.2 Until MCC-600 is in force, no offset, compensation, neutrality, compliance or alignment claim SHALL be made for any MCC unit by the Programme or, under their participation terms, by any participant.

11.3 Every public statement about a project, unit or label SHALL conform to the Claims Matrix adopted under FD-2026-09-03 item D7, matching the exact lifecycle stage, unit type and authorisation status, and SHALL be backed by a registry record.

11.4 An MCC-MOU SHALL support contribution and outcome claims only; no offsetting, compensation, carbon-neutrality or tonne-equivalence language SHALL be applied to an MCC-MOU.

11.5 The prohibited-wording list adopted with the Claims Matrix binds every Programme document, register text, certificate and marketing material.

11.6 Listing of a project SHALL NOT be represented as registration, approval, validation, verification or issuance.

11.7 The Independent Governing Board SHALL review the Programme's public claims at least annually and SHALL correct any non-conforming claim without delay; corrections SHALL be published.

12. Document Hierarchy and Document Control

12.1 The MCC document suite SHALL be organised in the following five tiers:

Tier	Content	Function
1	MCC-001 Constitution	Legal purpose, powers, constitutional governance, precedence
2	MCC-100 Programme Standard; MCC-700 Governance and Appeals	Core programme requirements, decision rights, appeals
3	Domain standards: MCC-200 Methodology Framework; MCC-400 VVB Standard; MCC-800 Registry Operations Standard; MCC-850 AI Governance; MCC-600 Claims Code; Environmental & Social Safeguards Policy (MCC-ESS); Sustainable Development Contribution Framework (MCC-SDCF); Buffer Pool Management Policy; Corresponding Adjustment and Double Counting Prevention Policy (MCC-CADCP)	Domain frameworks and controls
4	Methodologies, tools and calculators	Activity-specific quantification, monitoring, risk and eligibility
5	Procedures, forms, templates and guidance (including the Host Country Authorisation Procedure, the Record Retention Schedule, the Information Security Standard and the MCC Fee Schedule)	Operational implementation; cannot weaken higher tiers

12.2 The precedence rule of clause 2.2 governs conflicts between tiers and versions.

12.3 Amendment authority and minimum public-notice periods per tier are:

Tier	Amendment authority	Minimum public notice
1	Independent Governing Board per Section 13	90 days (consultation, clause 13.4)
2	Independent Governing Board, after Standards Committee recommendation and public consultation	60 days
3	Independent Governing Board or its delegate per the Delegated Authority Matrix, after Standards Committee recommendation and public consultation	30 days
4	The delegate recorded in the Delegated Authority Matrix, after peer review and public consultation	30 days
5	Programme Secretariat within delegated authority, with Independent Governing Board oversight	14 days

12.4 Every Programme document SHALL display, on a controlled cover and in its document-control table: document code, title, version, status, effective date, owner, approval route or approving body, decision-record reference, superseded version and classification.

12.5 Document status SHALL be one of DRAFT, FOR CONSULTATION, DRAFT — FOR CONSULTATION (combined), PILOT, APPROVED, WITHDRAWN; the status APPROVED SHALL NOT be applied unless the signed approval decision is linked in the Evidence Register.

12.6 The Programme Secretariat SHALL maintain and publish a Document Register listing every Programme document and every referenced-but-pending document, each with tier, status, owner, version, effective date and dependencies.

12.7 Every version, date and status shown on a document's cover, headers, footers and document-control table SHALL be identical, and no document SHALL be published without passing the document-control quality assurance defined for the suite.

12.8 All Programme documents SHALL be publicly available and freely accessible in open formats.

12.9 Superseded documents SHALL be archived, watermarked as superseded, and retained per the MCC Record Retention Schedule; they SHALL NOT be deleted.

13. Amendment of this Constitution

13.1 This Constitution MAY be amended only under this Section; no other document or procedure SHALL amend, suspend or bypass it.

13.2 Any proposed amendment SHALL be submitted to the Independent Governing Board with a documented rationale and impact analysis.

13.3 The Independent Governing Board SHALL publish the proposed amendment for public consultation for a minimum of 90 days.

13.4 During the consultation period, the Independent Governing Board SHALL hold at least one public stakeholder forum open to project developers, host countries, environmental organisations, VVBs, scientists, Indigenous Peoples and local communities, and civil society.

13.5 After the consultation closes, the Independent Governing Board SHALL publish a written response to all material comments before voting.

13.6 Adoption of an amendment SHALL require the affirmative vote of at least two-thirds of the Independent Governing Board members present and voting, at a meeting satisfying the quorum recorded in the Delegated Authority Matrix after any recusals.

13.7 The two-thirds threshold in clause 13.6 applies to every amendment of this Constitution without exception, and prevails over any conflicting threshold in any other Programme document, including MCC-700.

13.8 If the vote is tied or the threshold is not reached, the amendment fails and MAY be resubmitted only with a new impact analysis under clause 13.2.

13.9 An adopted amendment SHALL take effect on the date specified in the amendment resolution, which SHALL be no fewer than 30 days after adoption.

13.10 Every amendment SHALL be publicly announced, recorded in the change history of this document, and archived with the full amendment record.

14. Transitional and Final Provisions

14.1 Until a governance body listed in clause 9.1.1 is constituted, the founder exercises the powers of that body under the founder's plenary authority, in accordance with the per-body transitional mechanics of MCC-700 Section 23; the founder's exercise ceases for each body upon that body's constitution, the ratification obligations survive per that Section, and every exercise of such power SHALL be recorded in the Programme decision register for ratification.

14.2 Founder Decisions FD-2026-09-03 items D1–D8 are the binding programme rules pending ratification, and every Programme document SHALL be read subject to them.

14.3 Each Founder Decision SHALL be tabled for ratification at the next meeting of the Governing Board; FD-2026-09-03 recorded a ratification meeting planned for 23 September 2026, and no record of a Governing Board meeting on 23 September 2026 has been filed; until ratification or variation, each Founder Decision remains the binding programme rule.

14.4 With immediate effect, no appeal SHALL be decided by any person involved in the first-instance decision, notwithstanding any contrary provision in a document not yet rewritten.

14.5 The entry into force of MCC-400 Addendum 1 v1.0 and MCC-850 Amendments 1 and 2 v1.0, each printed as taking effect on 17 September 2026, is stayed under FD-2026-09-03 item D8 and SHALL NOT occur until that stay is lifted by written decision. MCC-BDR-2026-002, decision D-2026-08-02, states for MCC-850 Amendment 2 “Entry into force: 17 August 2026”; the 17 September 2026 date belongs to D-2026-08-10 (MCC-850 Amendment 1) and D-2026-08-11 (MCC-400 Addendum 1), which the same record expressly distinguishes: “Unlike D-2026-08-01 and D-2026-08-02, this Amendment does not enter into force on adoption.” On that record, Amendment 2 was to take effect on adoption. The stay under FD-2026-09-03 item D8 applies on either reading, and nothing is revived. MCC-BDR-2026-002 is unsigned, so the adoption it records is unevidenced (Evidence Register ER-2026-001 §§B1, B4).

14.6 Pursuant to FD-2026-09-03 item D5, every document of the MCC suite carrying an unevidenced APPROVED status is to be reclassified DRAFT, FOR CONSULTATION or PILOT, its prior PDF withdrawn as a controlled copy and archived as a superseded record; the document register records each such document as in force until its successor is adopted, when the reclassification and the withdrawal take effect (FD-2026-09-07 item A8: scheduled, not executed).

14.7 Issuance and serial assignment remain frozen until the Unit/Product Dictionary, the canonical Family–Methodology–Instrument Matrix and the versioned serial specification are adopted and implemented.

14.8 This version 3.0-draft is issued for public consultation and is not in force; upon founder adoption following consultation, it supersedes MCC-001 v2.0 in full, subject to ratification by the Governing Board under clause 14.3.

14.9 On the effective date of this Constitution, references in other Programme documents to bodies, instruments or documents renamed or abolished by it SHALL be read as references to their successors under the canonical control tables, pending each document's conforming rewrite.

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End of MCC-001 version 3.0-draft. Status: DRAFT — FOR CONSULTATION. Points the Programme has not decided, or on which it proposes a rule for comment, are listed under Consultation questions above and marked in the text.