Governance

This is a proposed future governance design for an institution that has not yet been incorporated. The Ora Knowledge Foundation is not incorporated and is not accepting donations at this time. No board, committee, donor-screening system, compensation system, or legal mechanism described here is operating now.

Current status. The design below preserves one proposal without selecting it. The earlier seven-component proposal and the separate provisional Passion/Operation model remain unresolved.

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 a proposed governing statement

A short document — three to five pages — could sit above future bylaws. It would state the mission, the values that constrain operations, the public-domain commitment, and the long-term vision. The published philosophy is a working public outline, not an adopted constitutional layer.

If an institution is formed and later adopts the Founding Philosophy, it could serve as a future reference across leadership transitions. It is not an adopted governing document or a current canonical reference for a board or outside observers.

See Founding Philosophy for the published version.

Articles of Incorporation

If incorporation proceeds, the articles would be developed through appropriate legal review. This draft proposes:

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 selected institutional purposes after the unresolved model question is settled.

Other proposed structural commitments — board composition requirements, the compensation cap, the donor screening framework, and founder constraints — would sit in future bylaws rather than the articles. This would follow customary nonprofit placement; no such bylaws exist or are in force now.

Bylaws — two specific provisions worth highlighting

The draft bylaws follow a standard nonprofit pattern. Two provisions adapted from peer-group precedents are proposed for future consideration:

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.

Possible future board composition

If an institution is formed, board composition could 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

The draft proposes limited terms, conflict-of-interest rules, and a cooling-off period. These are future governance questions, not current operating facts.

Proposed compensation discipline

If the Foundation is incorporated and adopts this proposal, its bylaws would use 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 proposed starting cap is $240,000 USD per year, indexed. The founder selected that figure for future drafting because it is high enough to attract competent professional staff while remaining below conventional CEO compensation patterns, including the $250,000+ fundraiser pattern the proposal is designed to prevent. No compensation system or cap is operating now.

If adopted, the cap would apply to all compensation in any form: salary, benefits valued at fair market value, deferred compensation, consulting fees, board fees, or any other payment. It would be computed on an annualized basis whether the individual is full-time, part-time, or contracted and would apply to the founder regardless of role.

Possible future donor screening

If the Foundation later accepts donations, a screening policy could draw on Creative Commons’ Donor Screening Guidelines:

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.

Proposed mission-drift protection

The draft commits a future institution to advancing its mission rather than a commercial actor’s interests. A future board, supported by a governing statement and advisors, would decide hard cases. No such board or review system exists at present.

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 a future Foundation would stay out of

Mission-protected organizations can fail through gradual scope expansion. The following is a proposed boundary for future governance, not a description of a current institution.

No direct policy advocacy. Analysis is the appropriate posture; advocacy invites capture.
No direct services beyond publishing and stewarding a future public-domain substrate. The Foundation does not operate an Access Service or compete with the people who should be using the same frameworks.
No gatekeeping of alternative implementations. A future Foundation could maintain a public catalog without controlling 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. A future Foundation would operate 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.

Proposed asset distribution on dissolution

If the Foundation is incorporated, its articles would include a customary 501(c)(3) dissolution provision. If that future organization were later dissolved, the proposal would transfer its remaining assets to a designated successor commons and prohibit distribution to founders, board members, or employees beyond legitimate compensation for services rendered. No articles or Foundation assets exist now.