Governance — ora-ai.org

Customary 501(c)(3) public charity structure throughout. No unusual legal mechanisms in the formation documents. Mission protection through customary tools applied with discipline rather than through unusual structures applied without it.

The empirical grounding for these choices is a survey of mission-protected foundations: what worked, what failed, and what the Ora Knowledge Foundation should learn from each pattern. Most damaging mission-drift episodes across the peer group did not come from inadequate structural mechanisms — they happened in organizations with elaborate governance documents. The protection is in the discipline, not the mechanism.

The Founding Philosophy as constitutional layer

A short document — three to five pages — operates as the Foundation's constitutional layer. It sits above the bylaws. It states the mission, the seven components, the values that constrain operations, the commitment to public-domain status, and the long-term vision. Written in the founder's voice in language that resists reinterpretation. Published on the website at launch as the document signaling seriousness without requiring incorporation.

The Founding Philosophy is the document that survives generational turnover and protects the mission across leadership transitions. It is the canonical reference for the board when hard cases require interpretation, and the canonical reference for outside observers attempting to evaluate whether the Foundation has drifted from its purposes.

See Founding Philosophy for the published version.

Articles of Incorporation

When filed, the articles of incorporation follow customary 501(c)(3) form. They encode at minimum:

The standard IRS dissolution clause, with assets on dissolution transferring to a designated successor commons (Wikimedia Foundation, Internet Archive, or Electronic Frontier Foundation, with the specific recipient determined by board vote at time of dissolution). No assets distributable to founders, board members, or employees beyond legitimate compensation for services rendered.
A mission-specificity clause naming the seven mission components as the exclusive purposes of the Foundation.

Other structural commitments — board composition requirements, the compensation cap, the donor screening framework, founder constraints — sit in the bylaws rather than the articles. This is the customary placement and is the right placement for this Foundation.

Bylaws — two specific provisions worth highlighting

The bylaws follow the standard nonprofit pattern. Two specific provisions, adapted from peer-group precedents, are worth highlighting:

The Apache individuals-only governance rule. Adapted from Apache Software Foundation bylaws: only individuals may serve as members, board members, or officers. Corporations may sponsor or donate but may not hold governance roles. This is the strongest individual-only rule in the surveyed peer group and the most effective single anti-capture provision documented across mission-protected foundations.

The Linux Foundation Control Group rule. Adapted from Linux Foundation bylaws: no more than two directors employed by or compensated by the same organization at any time. Prevents quiet capture through gradual accumulation of board seats by employees of a single funder or sponsor.

Board composition — explicit stakeholder representation

The Founding Philosophy specifies that board composition must include representation from:

Displaced workers who use Ora professionally
Educators who teach with Ora
Contributors to the framework library
People from low-income or developing-world contexts who rely on Ora
Neurodivergent populations and disability advocates
People with relevant technical or domain expertise

Board terms are limited and non-renewable to prevent entrenchment. Board changes require process appropriate to the importance of board composition for mission protection. No board member can have material commercial interest in AI companies. Standard board term limits — two consecutive three-year terms with a one-year cooling-off period — apply uniformly to all directors including the founder.

Compensation discipline

Customary nonprofit compensation governance with one specific provision: a hard dollar cap on total compensation for any individual receiving payment from the Foundation in any capacity (employee, contractor, consultant, board fee recipient), indexed to a published inflation measure.

The starting cap is $240,000 USD per year, indexed. High enough to attract competent professional staff; low enough to stay below conventional CEO compensation patterns. Specifically below the $250,000+ fundraiser pattern at major nonprofits that the cap is designed to prevent.

The cap applies to all compensation in any form: salary, benefits valued at fair market value, deferred compensation, consulting fees, board fees, or any other payment. Computed on annualized basis whether the individual is full-time, part-time, or contracted. The cap applies to the founder regardless of role. Whatever the founder receives from the Foundation in any capacity is bounded by the same cap.

Donor screening

Adapted from Creative Commons' Donor Screening Guidelines, which is the strongest published precedent in the peer group:

Donors have no control over vision, mission, program implementation, or major events. Stated as mandatory written principle.
Gifts above a defined threshold ($10,000) are screened against exclusionary, cautionary, and positive criteria. Exclusionary criteria specifically include any organization whose business model depends on enclosure of public-domain artifacts.
Final agreements on large gifts are approved by a board-designated review process.
No naming rights, no governance influence, no programmatic earmarking that conflicts with mission. Donors who require any of these are declined.

Mission drift protection

General language committing the Foundation to advancing its mission and not advancing commercial interests of any actor. The board, supported by the Founding Philosophy and good advisors, makes determinations about whether proposed activities cross the line. Most determinations are easy. Hard cases require board judgment, which is what boards exist for.

The peer-group research is helpful: the most damaging mission-drift episodes across the peer group (Wikimedia's Knowledge Equity Fund, Mozilla's commercial revenue dependency, Linux Foundation's corporate alignment, OSI's OSAID process) all happened in organizations with elaborate governance documents. The protection is in the discipline, not the mechanism.

What the Foundation stays out of

Mission-protected organizations fail not usually through dramatic capture but through gradual scope expansion. Having an explicit list of what the Foundation specifically does not do, written into governance documents and reviewed by the board, is structurally important.

No direct policy advocacy. Analysis is the appropriate posture; advocacy invites capture.
No direct services beyond the access service and the framework library. Providing services puts the Foundation in competition with the people who should be using the same frameworks.
No gatekeeping of alternative implementations. The Foundation maintains the canonical framework library but does not control what frameworks others develop.
No alignment with progressive or conservative coalitions. The Foundation responds to criticism with information rather than political alignment.
No expansion beyond what the mission requires. Smallness is a feature.
No endorsement of commercial products.
No geographic or cultural specialization. The mission is universal access.
No becoming a media organization beyond what serves educational and advisory functions directly.
No IP reform advocacy. The Foundation operates under existing IP law.
No infrastructure for AI development efforts that don't share the public-domain commitment.
No software cloning as an end in itself. The Stage 1/2/3 methodology is a discipline, not a permission slip.
No targeting of commercial actors out of animosity, political alignment, or personal preference. Selection criteria are principled and public.

Asset distribution on dissolution

Customary 501(c)(3) provision encoded in the articles of incorporation. If the organization is dissolved, all assets transfer to a designated successor commons. No assets can be distributed to founders, board members, or employees beyond legitimate compensation for services rendered.