OPEN HONEST FOUNDATION
Governance
The Foundation runs on a set of public documents. Anyone who wants to change one has to follow the rules written inside it, and some parts admit no change at all.
No vote, no future trustee, and no commercial licensee can ever amend Articles I, II, III, IV, VI, and VIII of the Foundation Charter.
Who owns the trademarks
Does the founder get it all back? The answer is partly yes, and the governance is transparent.
THE FOUNDER
Adam Wasserman owns “Honest” without “Open” personally, for his commercial work, including the Honest Code book. It was his before the Foundation existed, and the Foundation has no claim on it.
THE TRUST
The Open Honest Trust owns three marks: “Open Honest,” “Certified Honest Practitioner,” and “Certified Honest Framework.” It licenses all three to the Foundation on terms the Trust sets.
THE FOUNDATION
The Foundation owns no marks. It uses the three Trust marks under license, and the license lasts only while the Foundation operates consistent with its charitable purposes and its immutable governance provisions.
ANTI-CAPTURE DEVICES
Two devices stop the Foundation from drifting off its mission and keeping the name anyway.
Revocation. If the Foundation departs from its charitable purposes or its immutable governance provisions, the Trust revokes the license through the procedure in its own documents, and the Foundation loses the marks.
Reversion. If the Trust dissolves, the three marks go to the founder, whom the Charter binds, rather than to a buyer who owes the mission nothing. The reversion leaves out accumulated commercial licensing revenue, which goes to a successor organization exempt under Section 501(c)(3) rather than to the founder. The Trust's organizational documents will state that carve-out explicitly once the founder constitutes the Trust.
Trustees receive reasonable reimbursement and modest fixed honoraria, and nothing more. No part of their compensation tracks performance or revenue, and the Trust keeps no net commercial licensing revenue to pay out to trustees or to the founder.
Why there are two entities
One entity cannot do both jobs. IRS dissolution rules for an exempt operating charity require operating assets to go to another exempt organization or to government. The Charter's anti-capture defense requires the trademarks and the custodial authority to be held on terms that cannot be lost in a dissolution. Those two requirements point in opposite directions, so the Foundation splits the work between two entities.
The Foundation, Inc.
INCORPORATED
The operating charity. It conducts the research, runs the educational and certification programs, and publishes the standards. It has a standard nonprofit board of directors and standard IRS-compliant dissolution.
The Open Honest Trust
IN FORMATION
A separate custodial entity, either a statutory trust or an LLC, owns the three marks. It exercises the governance custodianship the Charter describes, including independent and interested trustees and the anti-capture provisions, and licenses the marks to the Foundation.
The founder will constitute the Trust once the Foundation has funding. Forming it requires legal drafting, a trustee slate, and the money to register and defend the marks.
A trademark license agreement connects them, on the terms set out above under Who owns the trademarks.
The Trust licenses the marks to commercial third parties only while they comply with the methodology specifications and the Foundation's published quality thresholds. Where the Trust charges a fee, it sets that fee at cost recovery, covering registration and renewal, legal defense of the marks against dilutive or deceptive use, and modest administrative expense. After those costs, the Trust pays net licensing revenue to the Foundation as charitable grants, or spends it on the charitable purposes the marks represent.
Legal identity
Entity. The Open Honest Foundation, Inc., a Missouri public-benefit nonprofit corporation. Incorporated May 5, 2026, under RSMo Chapter 355. Missouri entity ID N001704759. EIN 42-2398583.
Tax status. Federal 501(c)(3) recognition is pending, with IRS Form 1023 in preparation.
Fiscal sponsorship. The Foundation operates under fiscal sponsorship by the Foundation Source Charitable Fund, a 501(c)(3) public charity, confirmed and operational since May 12, 2026. The sponsor receives and administers tax-deductible grants and gifts on the Foundation's behalf until the IRS issues the Foundation's own determination. Donations made today are deductible.
Lobbying and political activity
The Foundation does not and will not engage in any substantial lobbying activity within the meaning of Section 501(c)(3), and does not and will not participate or intervene in any political campaign for or against a candidate for public office. This matches the activity-limitation clause of Article IV, Section 3 of the Articles of Incorporation, which adopts the IRS Publication 557 model language verbatim.
Filed documents
Articles of Incorporation. The legally operative document, filed with the Missouri Secretary of State on May 5, 2026. It establishes the corporation under RSMo Chapter 355, sets out the exempt purpose in IRS Publication 557 verbatim language, and includes the activity-limitation clause, the dissolution clause, and the related-party-transaction protections of Article V. The Foundation provides it on request.
Formal Charitable Purpose Statement. A standalone statement prepared for the fiscal sponsor and as supporting documentation for IRS Form 1023. It puts the exempt purpose first, naming scientific research and public education as the mission and treating software, instruments, and platforms as the means of delivering them. The Foundation provides it on request.
Statement of Charitable Intent. This plain-language attestation mirrors the Articles, with sections on founder independence, no-private-benefit protections, IRS application intent, and operational track record. The Foundation provides it on request.
Governance documents
Foundation Charter
The founding document sets out what the Foundation does, what it does not do, what trustees owe to the mission, and which rules nobody can change. The Open Honest Trust exercises the custodial authority it describes.
Constitution
These rules say how the Honest project itself runs, separately from the Foundation and linked to it.
Code of Conduct
Everyone in the project follows these rules, and the document sets out a clear appeals process. It covers what happens when moderators or maintainers break the rules themselves. The Foundation hears the appeals.
Trademark Moratorium
This document says how the marks divide and who owns each one. The three Trust marks and the founder's personal mark each have their own owner and their own administration.
Proposed Anti-Capture Amendments
These extra rules would protect the Foundation against takeover by companies, by governance bodies, or by future trustees acting outside the mission. The Foundation has not adopted them yet.
Public Registry of Enforcement Actions
This registry records every enforcement action the Foundation takes under the Code of Conduct: the evidence, the rule broken, the result, the response from the person involved, and the appeal outcome. It is empty today.