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The Honest Foundation Charter

This document is the founding charter of the Honest Foundation, the legal entity that holds the Honest trademark and is responsible for enforcing the immutable provisions of the Honest Constitution and Code of Conduct.

The Foundation exists for one purpose: to protect the Honest project against capture, drift, and the failure modes that have compromised comparable open-source projects. The Foundation is structured to be small, narrowly scoped, independent of the project’s day-to-day governance, and bound by enforceable fiduciary duty.

This Charter is partially immutable. Articles I, II, III, IV, VI, and VIII cannot be amended by any procedure. Article V Sections 1 through 6 may be amended through the procedure defined in Article VII; Article V Sections 7 and 8 (external governance audit and sunshine provisions) are immutable. Article VII may be amended through its own procedure, subject to the immutable provisions.

Article I — Purpose and scope (immutable)

Section 1. The Honest Foundation (hereafter “the Foundation”) exists for the following purposes, and only the following purposes:

  1. Trademark holding. To hold and maintain legal title to the “Open Honest” mark and the “Certified Honest Practitioner” mark in trust for the Honest project’s mission as stated in MISSION.md. The Foundation holds these specific marks, not the “Honest” umbrella trademark, which is retained personally by the Author. The distinction: “Open Honest” is the governed FOSS standard (the Slop Audit methodology, the Honest Framework specification, the certification curriculum, and the governance documents); “Honest” is the broader trademark covering the Author’s commercial products (the Honest Code book, the Honest Builder) as well as the open standard. The Foundation’s custodial authority extends only to Open Honest and Certified Honest Practitioner, not to the broader Honest trademark.
  2. Trademark licensing. To license the “Open Honest” and “Certified Honest Practitioner” marks to authorized commercial licensees, working groups, and certification administrators, subject to the licensing constraints in Article VI of the Honest Constitution.
  3. Constitutional enforcement. To enforce the immutable provisions of the Honest Constitution, the Honest Code of Conduct, and this Charter, including by revoking trademark licenses from any licensee that violates the immutable provisions.
  4. Appeals review. To hear appeals of enforcement actions taken under the Honest Code of Conduct, in accordance with the Code of Conduct’s reviewability provisions.
  5. Public registry maintenance. To maintain the public registry of all enforcement actions ever taken under the Honest Code of Conduct, including the cited evidence, the violation cited, the sanction applied, the contributor’s reply (if any), and the appeal outcome.
  6. Trustee succession. To select replacement trustees according to Article IV when existing trustees retire, become incapacitated, or are removed.
  7. Moderator oversight. To receive reports of moderator misconduct under the Code of Conduct, to investigate the reports impartially and according to the procedural requirements of the Code, to issue findings of fact, and to sanction, suspend, remove, or permanently bar moderators found to have committed misconduct. The Foundation’s authority over moderator misconduct cannot be overridden by any project governance body, working group, commercial licensee, or moderation team. A project governance body that refuses to act on a Foundation finding of moderator misconduct has itself violated the immutable provisions of the Code of Conduct, and the Foundation may revoke the project’s right to use the Honest trademark.
  8. Maintainer oversight. To receive reports of maintainer misconduct under the Code of Conduct (the misconduct provisions that apply to people in the role of project maintainer, who control technical direction by deciding what code is merged, what features are accepted, and what standards apply), to investigate the reports impartially and according to the procedural requirements of the Code, to issue findings of fact, and to sanction, suspend, remove, or permanently bar maintainers found to have committed misconduct. The Foundation’s authority over maintainer misconduct cannot be overridden by any project governance body, working group, commercial licensee, or maintainer team. A project governance body that refuses to act on a Foundation finding of maintainer misconduct has itself violated the immutable provisions of the Code of Conduct, and the Foundation may revoke the project’s right to use the Honest trademark.

Section 2. The Foundation has no authority and takes no action outside the purposes listed in Section 1. Specifically, the Foundation does not:

The Foundation is, by design, the smallest possible entity that can perform the functions it is created for. It is not a foundation in the philanthropic sense; it is a custodial entity with narrow, specific, and immutable obligations.

Section 3. The Foundation’s scope cannot be expanded by amendment, by trustee vote, by the project’s Board of Governors, or by any other procedure. The list in Section 1 is complete and immutable.

Article II — Fiduciary duty (immutable)

Section 1. The trustees of the Foundation hold the trademark in trust for the mission of the Honest project as stated in MISSION.md. The trustees are bound by fiduciary duty to act in service of the mission and the immutable provisions of the Honest Constitution and Code of Conduct.

Section 2. The fiduciary duty includes specifically the duty to:

  1. Refuse to recognize any amendment to the Constitution, the Code of Conduct, or this Charter that violates any immutable provision of any of those documents.
  2. Refuse to license the trademark to any organization, individual, or governance body that has indicated an intent to violate any immutable provision.
  3. Revoke trademark licenses from any licensee that has violated, attempted to violate, or assisted any third party in violating any immutable provision.
  4. Maintain the public registry of enforcement actions and refuse any request to delete, hide, or modify entries in the registry.
  5. Hear appeals of enforcement actions promptly and impartially, applying the procedural requirements of the Code of Conduct as the standard of review.
  6. Receive and investigate reports of moderator misconduct under the Code of Conduct, applying the same procedural standards (specific quoted evidence, citation of a specific violation by number, right of reply for the implicated moderator, public determination) as apply to all enforcement under the Code. Issue findings of fact. Apply sanctions against moderators found to have committed misconduct, up to and including permanent removal from any moderation role under the Honest trademark anywhere.
  7. Receive and investigate reports of maintainer misconduct under the Code of Conduct, applying the same procedural standards as apply to moderator misconduct and to all other enforcement under the Code. Issue findings of fact. Apply sanctions against maintainers found to have committed misconduct, up to and including permanent removal from any maintainer role under the Honest trademark anywhere.
  8. Revoke a project’s right to use the Honest trademark if the project’s governance body refuses to act on a Foundation finding of moderator misconduct or maintainer misconduct, refuses to recognize a Foundation-imposed sanction, or attempts to reinstate a moderator or maintainer the Foundation has barred.
  9. Select replacement trustees who are committed to the same fiduciary duty and who will not weaken the Foundation’s enforcement of the immutable provisions, including the moderator and maintainer oversight provisions.
  10. Disclosure and recusal (Interested Trustees only). Each Interested Trustee must publicly disclose their commercial interests in their Foundation biography and must recuse from any decision that specifically affects those interests. Recusal includes the formal vote and substantive participation in deliberation immediately preceding the vote. An Interested Trustee who fails to disclose a commercial interest, or who participates in a decision that affects an undisclosed interest, has breached their fiduciary duty and may be removed by the procedure in Section 3 of this Article.
  11. Veto duty (Independent Trustee only). The Independent Trustee has the duty to use the veto provided in Article III Section 8 whenever a proposed commercial decision would compromise the Foundation’s mission, the methodology’s coherence, or the equitable treatment of multiple commercial licensees. The veto is not a discretionary courtesy; it is a fiduciary obligation that must be exercised when the conditions for it apply. An Independent Trustee who systematically fails to exercise the veto when conditions warrant has breached their fiduciary duty and may be removed.
  12. Refuse any inducement (financial, social, political, or otherwise) to act contrary to the fiduciary duty.

Section 3. A trustee who violates the fiduciary duty may be removed by unanimous vote of the remaining trustees, by court order in jurisdictions where the Foundation operates, or by the Author during the Author’s lifetime. A trustee removed for breach of fiduciary duty is permanently barred from any future role in the Foundation, the Honest project, or any commercial activity operating under the Honest trademark.

Section 4. The fiduciary duty is owed to the mission of the Honest project as a whole, not to any specific stakeholder, contributor, commercial licensee, or community. The trustees may not be sued by any individual for breach of fiduciary duty in connection with discretionary decisions; they may be removed by the procedures in Section 3 for clear and documented breaches.

Article III — Trustees (immutable structure)

Section 1. The Foundation is governed by a Board of Trustees. After the founding period defined in Section 2, the Board consists of exactly three trustees, and the number is fixed at three by this Charter and cannot be increased or decreased by any procedure. During the founding period, the Foundation operates under the transitional structure defined in Section 2.

Trustee categories (immutable). After the founding period, the three trustees fall into two structural categories:

The requirement that at least one trustee be the Independent Trustee is immutable. The Foundation may never operate (after the founding period) with zero Independent Trustees. If the Independent Trustee retires, becomes incapacitated, is removed, or is otherwise unable to serve, the replacement must also meet the independence qualifications, and the replacement must be selected before any Foundation decision involving trademark licensing or commercial matters can be taken. The succession provisions of Article IV apply, with the additional requirement that the Independent Trustee seat is filled before any commercially-affecting decision.

The cap of two Interested Trustees is immutable. The Foundation may never operate with three Interested Trustees and zero Independent Trustees, regardless of how those configurations might arise procedurally. Any attempt to do so triggers the emergency-trustee procedure of Article IV Section 3, applied with the requirement that the next replacement must be Independent.

Section 2 (founding period). From the date the Foundation is legally constituted until the earlier of (a) five years from that date, or (b) the date on which the Author appoints two additional trustees, the Foundation operates with a single trustee, who is the Author. This period is called the founding period. The founding period exists for one purpose: to allow the Author to establish the Foundation’s operational procedures, identify suitable candidates for the additional trustee positions, stabilize the Foundation’s relationship with the project, and complete the trademark filings and legal structures that the Foundation needs to function.

The Author may end the founding period at any time before the five-year mark by appointing two additional trustees who meet the qualifications in Section 5. The Author is constitutionally obligated to end the founding period no later than five years after the Foundation’s legal constitution, by appointing two additional trustees. The appointments must be made within 30 days of the founding period ending. After the two additional trustees are appointed, the Foundation operates with three trustees per the rest of this Article. The Author may continue serving as one of the three trustees, or may step down at the moment of appointment, at the Author’s choice.

The founding period cannot be extended by any procedure. If the Author has not appointed two additional trustees by the five-year deadline, the Foundation enters the emergency-trustee procedure of Article IV Section 4, modified for the founding-period context: the legal successor named in Appendix C immediately appoints two emergency trustees, the Author either accepts those appointments and continues as the third trustee or steps down (allowing the legal successor to appoint a third), and the Foundation transitions to the regular three-trustee structure from that point forward. The five-year deadline is itself immutable and cannot be extended.

During the founding period, all references in this Charter to “the trustees” (plural) and to “unanimous vote” or “majority vote” of the trustees apply to the single trustee (the Author) acting alone. The Author may take any action that the Charter authorizes the Board of Trustees to take, including the actions that would normally require unanimous vote. The Author’s authority during the founding period is therefore equivalent to the unanimous authority of a three-trustee Board, exercised by a single person.

Section 3. The initial trustees are appointed in an appendix to this Charter at the time the Foundation is legally constituted. During the founding period, the appendix names only the Author. At the end of the founding period, the appendix is updated to name the two additional trustees the Author has appointed.

Section 4. Trustees serve for fixed terms of seven years, staggered so that approximately one trustee is replaced each cycle (initial terms after the founding period may be unequal in length to establish staggering). A trustee may serve a maximum of two consecutive terms (fourteen years total). After two consecutive terms, a trustee must step down and may not be re-appointed for at least one full term. The Author’s service during the founding period and any subsequent service as one of the three regular trustees count separately for term-limit purposes: the founding-period years do not count against the Author’s two-term limit, but the Author may serve at most two seven-year terms as a regular trustee after the founding period, regardless of how long the founding period itself lasted.

Section 5. When a trustee’s term ends, retires early, becomes incapacitated, or is removed, the replacement is selected by unanimous vote of the remaining trustees (after the founding period; during the founding period, the Author selects all replacements unilaterally as the sole trustee). The replacement must:

Section 6. The independence restriction defined in Section 1 (the Trustee categories provision) applies specifically to the Independent Trustee seat: no commercial licensee, no employee of a commercial licensee, no member of the project’s Board of Governors, no working group leader, and no co-owner of any Honest-branded commercial product may occupy the Independent Trustee seat at any time after the founding period. The Independent Trustee seat is structurally independent of any party that has a commercial interest in the project’s outputs.

The two Interested Trustee seats are not subject to the same restriction. They may be filled by people who hold commercial interests in Honest-related activities, subject to:

This restriction applies to the Author as well. The Author has commercial interests in multiple Honest-related activities (the Honest Code book and Honest Builder), and during the founding period the Author serves as the sole trustee. Once the founding period ends and the Foundation operates with three trustees, the Author may not serve as the Independent Trustee (because the Author has commercial interests). The Author may serve as one of the two Interested Trustees, subject to disclosure and recusal on any decision affecting either of the Author’s commercial interests, but this is unlikely to be the right choice in practice because the Author’s recusal scope would be wide. The intent of this paragraph is to make explicit that the Author’s role transitions out of the trustee structure at the end of the founding period in normal circumstances, while preserving the formal possibility of continued service in an Interested Trustee seat if circumstances warrant.

Section 7. The Author, during the Author’s lifetime, retains the right to remove any trustee for cause. After the Author’s lifetime, trustees may only be removed by unanimous vote of the remaining trustees or by court order.

Section 8. The trustees act by unanimous consent on the following matters:

The trustees act by majority vote (2 of 3) on all other matters within the Foundation’s scope.

Independent Trustee veto on commercial decisions (immutable). In addition to the unanimous-consent and majority-vote rules above, the Independent Trustee holds an effective veto on the following categories of decision:

For each of these categories, the decision requires both a majority vote of the Board and the affirmative consent of the Independent Trustee. The Independent Trustee may withhold consent for any reason consistent with the trustee’s fiduciary duty, and the withholding of consent prevents the decision from being adopted. The other trustees have no procedural mechanism to override the Independent Trustee’s withholding of consent on these categories. If the Independent Trustee is recused from a particular decision because of a conflict that has emerged after their appointment, the decision is deferred until the Independent Trustee can rule on it; if the deferral is impractical, an emergency Independent Trustee is appointed under Article IV Section 3 to rule on the specific decision.

The Independent Trustee veto is the structural defense against the Interested Trustees colluding to push through a self-serving commercial decision. The veto is immutable and cannot be weakened, narrowed, or worked around by any procedure. The categories listed above cannot be shortened by amendment.

Section 9 (immutable). Anti-affiliation rule. No two trustees serving simultaneously may share any of the following relationships:

  1. Current or recent (within five years) employment by the same organization
  2. Current or recent (within five years) partnership, co-ownership, or co-investment in the same commercial entity
  3. Current or recent (within five years) participation on the same board of directors, advisory board, or governance body of any organization
  4. Family relationship (spouse, domestic partner, parent, child, sibling)
  5. Current or recent (within five years) mentor-mentee, supervisor-subordinate, or academic advisor-advisee relationship

The anti-affiliation rule applies at the time of appointment and is verified by the external governance audit (Article V Section 7). A trustee who acquires an affiliating relationship with another serving trustee after appointment must disclose the relationship within 30 days. If the relationship cannot be dissolved, one of the two affiliated trustees must resign within 90 days; if neither resigns, the Independent Trustee (if not one of the affiliated pair) decides which trustee must resign. If the Independent Trustee is one of the affiliated pair, the designated institutional arbiter decides.

The purpose of this rule is to prevent slow-motion board stacking through aligned appointments. Trustees with shared affiliations do not need to explicitly coordinate — their interests align naturally. The anti-affiliation rule makes natural alignment structurally impossible by ensuring that no two trustees share a professional, institutional, or personal relationship close enough to create implicit coordination.

Forking is not subject to the veto. A decision by any party (including a trustee) to fork the open materials under their respective open licenses is not a Foundation decision and is not subject to any vote or veto. Forking is the fundamental escape valve of every FOSS license and the Honest Foundation does not interfere with it. The trademark is a separate question: a fork cannot use the Honest name without a trademark license, which is a Foundation decision and is therefore subject to the veto. But the act of forking itself is not.

Article IV — Trustee succession (immutable)

Section 1. After the founding period, when a trustee’s term expires, retires, becomes incapacitated, or is removed, the remaining two trustees must select a replacement within 180 days. During the interim, the Foundation continues to operate with the two remaining trustees, who may take any action that requires only a majority vote (2 of 2 in this case is unanimous and majority simultaneously).

Section 2 (immutable). After the founding period, if the remaining trustees cannot agree unanimously on a replacement within 180 days, the selection passes to the designated institutional arbiter. The initial designated institutional arbiter is named in Appendix B; it must be an institution (such as a law faculty’s alternative dispute resolution program, a national bar association’s arbitration panel, or an ombudsman office), not a named individual. The institutional arbiter selects the replacement trustee by applying the qualification criteria of Article III Section 5, interviewing candidates, and appointing the candidate the arbiter judges most qualified. The arbiter’s appointment is final and not subject to review by the remaining trustees.

The designated institutional arbiter cannot be changed from an institution to a named individual by any trustee action, Board of Governors action, or amendment procedure. The institution may be changed to a different institution by unanimous vote of all three trustees plus confirmation that the new institution meets independence criteria comparable to the original. If the designated institution ceases to exist or declines to serve, the remaining trustees must unanimously designate a replacement institution within 90 days; failing that, the Board of Governors designates the replacement institution by 75% supermajority vote.

Section 3. After the founding period, if the Foundation ever has fewer than two living, capable trustees, the Author (during the Author’s lifetime) appoints emergency trustees to restore the Board to three. After the Author’s lifetime, the Honest project’s Board of Governors appoints emergency trustees, subject to the qualifications in Article III Section 5. Emergency-appointed trustees serve until the next regular term cycle, at which point normal succession resumes.

Section 4. The Foundation must never operate with zero trustees. If circumstances ever produce a trustee count of zero, the Honest trademark passes by automatic operation to the legal successor named in an appendix to this Charter, who is bound by the same fiduciary duty until new trustees can be appointed. The legal successor is intended as a last-resort safeguard and is expected never to need to act.

Section 5 (founding period succession). During the founding period, when the Author is the sole trustee, the succession provisions of Sections 1 through 3 do not apply (because there are no “remaining trustees” to act). Instead, the founding-period succession works as follows:

The founding-period succession provisions exist to ensure that the Foundation remains operational during the transitional state and that the transition to the regular three-trustee structure happens on schedule regardless of circumstances.

Article V — Operations (amendable)

Section 1. The Foundation maintains a public website hosted at a domain controlled by the Foundation. The website includes:

Section 2. The Foundation maintains documented procedures for:

These procedures are published on the Foundation’s website and may be amended by majority vote of the trustees, subject to the immutable provisions.

Section 3. The Foundation may employ administrative staff for its own operations. Staff are employees of the Foundation, not of the Honest project, and have no authority over the project’s technical direction, governance, or commercial activities.

Section 4. The Foundation may enter into contracts for legal services, accounting services, hosting services, and other operational necessities. Contracts must not compromise the Foundation’s independence from commercial licensees or other interested parties.

Section 5. The Foundation maintains documented procedures for moderator oversight and maintainer oversight, in addition to the procedures listed in Section 2. Both oversight procedures share the same structural properties and differ only in the role they govern. The procedures include:

The moderator oversight and maintainer oversight procedures are documented on the Foundation’s website and may be amended by majority vote of the trustees, subject to the immutable provisions of Article I (purpose), Article II (fiduciary duty), and the procedural requirements of the Code of Conduct.

Section 7 (immutable). External governance audit. The Foundation must commission an independent external governance audit at least once every three years, conducted by a qualified auditor who has no relationship with any trustee, any commercial licensee, any Board of Governors member, or the Author. The audit must cover:

  1. Trustee independence verification. Confirm that each trustee meets the qualification criteria of Article III Section 5 at the time of the audit. Verify that the Independent Trustee has no undisclosed commercial interests. Verify that Interested Trustees’ disclosed interests are current and complete.
  2. Recusal compliance. Review the minutes of all Foundation decisions during the audit period. Confirm that Interested Trustees recused from decisions affecting their disclosed interests. Flag any decisions where recusal should have occurred but did not.
  3. Communication review. Review all formal and informal communications between trustees and between trustees and commercial licensees during the audit period, to the extent such communications are available. Flag any pattern of pre-decision coordination between Interested Trustees, or between any trustee and a commercial licensee, on matters that subsequently came before the Foundation for decision.
  4. Financial independence verification. Review the Foundation’s financial records to confirm that the Foundation is not financially dependent on any single commercial licensee or donor. Flag any funding pattern that could create acquisition pressure or undue influence.
  5. Delegation review. Review any working groups, committees, or ad-hoc drafting groups that operated under Foundation authority during the audit period. Confirm that delegated groups operated with appropriate community notice and comment periods before producing consequential policy recommendations.
  6. Trustee selection review. For any trustee selected during the audit period, confirm that the selection process followed Article IV, that the selected trustee met the qualifications in Article III Section 5 and the anti-affiliation rule of Article III Section 9, and that the selection was not the result of a coordinated effort by parties with aligned commercial interests.

The auditor’s report is published in full on the Foundation’s website within 30 days of completion. No portion of the report may be redacted, withheld, or delayed except as required by applicable privacy law (and any such redaction must be disclosed with a statement of the legal basis). The trustees must respond publicly to each finding within 60 days of publication.

The external audit requirement is immutable. The Foundation may not suspend, defer, or skip an audit cycle for any reason. A Foundation that has not published an external governance audit report within the preceding 36 months is in violation of this Charter, and any commercial licensee may petition the designated institutional arbiter (Appendix B) to compel the audit.

The cost of the audit is an operational expense of the Foundation, funded from general operating reserves. If the Foundation cannot fund the audit, the Board of Governors must fund it from project operating funds. If neither can fund it, any commercial licensee may fund the audit directly, provided the auditor is selected by the Independent Trustee (not by the funding licensee) to prevent the funder from influencing the audit scope or findings.

Section 8 (immutable). Sunshine provisions. The Foundation operates under the following transparency requirements:

  1. Public notice of all decisions. Every decision taken by the Foundation (including trustee votes, trademark licensing decisions, enforcement actions, appeals outcomes, trustee appointments, and operational decisions) must be published on the Foundation’s website within 14 days of the decision, with the vote recorded by trustee name (except where a trustee has recused, in which case the recusal is recorded by name and the reason for recusal is stated).
  2. Public notice of all meetings. Every formal meeting of the trustees must be announced on the Foundation’s website at least 14 days in advance, with the agenda published. Minutes must be published within 30 days of the meeting.
  3. No binding pre-meeting agreements. Any agreement reached between trustees outside of a formally convened and publicly noticed meeting is non-binding and may not be cited as precedent or as a commitment in any subsequent formal meeting. Trustees may discuss Foundation business informally, but informal discussions cannot produce binding commitments. This provision exists to prevent the failure mode (documented in the Project Veritas board capture of 2023) where board members pre-align off-record and present a fait accompli at the formal meeting.
  4. Public comment period for consequential decisions. Any decision that affects trademark licensing terms, certification standards, methodology version adoption, or trustee composition must be published as a proposed decision at least 60 days before the formal vote, with a public comment period. The trustees must publish a written response to substantive public comments before voting. This provision exists to prevent the failure mode (documented in the Rust Foundation trademark policy controversy of 2023) where a consequential policy was drafted in isolation and published with an inadequate comment window.
  5. Whistleblower protection. Any person (trustee, staff, commercial licensee employee, contributor, or member of the public) who reports a suspected governance violation to the designated institutional arbiter or to the external governance auditor is protected from retaliation by the Foundation, by any trustee, or by any commercial licensee. Retaliation against a whistleblower is itself a breach of fiduciary duty (for trustees) or a trademark license violation (for commercial licensees). The whistleblower’s identity is protected from disclosure unless the whistleblower consents or a court orders disclosure.

The sunshine provisions are immutable. The Foundation may not suspend, narrow, or create exceptions to these provisions for any reason, including confidentiality of commercial negotiations, urgency of a decision, or sensitivity of a personnel matter. If a matter requires confidentiality under applicable law (e.g., privacy law, employment law), the decision itself is still published, with the legally-required portions redacted and the legal basis for redaction stated.

Section 9. This Article (V) may be amended by majority vote of the trustees with respect to Sections 1 through 6 only. Sections 7 and 8 are immutable and may not be amended by any procedure.

Article VI — Trademark revocation (immutable)

Section 1. The Foundation has the authority and the duty to revoke any trademark license when the licensee has:

Section 2. Trademark revocation is automatic upon a finding by unanimous vote of the trustees that one of the conditions in Section 1 has been met. The licensee is given written notice and 30 days to cure the violation. If the violation is not cured, the license terminates by operation of this Charter.

Section 3. A licensee whose trademark license has been revoked must immediately cease all use of the Honest trademark and any derivative marks. Continued use after revocation is trademark infringement and may be pursued through any legal remedy available to the Foundation.

Section 4. A licensee whose trademark license has been revoked may not apply for a new license for a period of at least five years from the date of revocation. After five years, the trustees may consider a new application, subject to evidence that the conditions that produced the revocation have been remedied.

Section 5. The trademark revocation provisions of this Article are the principal enforcement mechanism for the immutable provisions of the Constitution and the Code of Conduct. They are immutable themselves because making them mutable would defeat their purpose. A licensee that has been bound by these provisions and that signed a license agreement acknowledging them cannot later argue that the provisions should not apply.

Article VII — Amendment procedure (amendable but constrained)

Section 1. Amendments to the amendable Articles of this Charter (Articles V and VII) may be proposed by:

Section 2. Proposed amendments must be:

Section 3. Amendments are adopted by unanimous vote of the trustees, after the 90-day public comment period and the confirmation that no immutable provision is violated.

Section 4 (immutable). No amendment may:

Section 5 (immutable). The list of prohibited amendments in Section 4 is itself immutable and cannot be shortened, narrowed, or weakened by any procedure.

Article VIII — Dissolution (immutable)

Section 1. The Foundation may not be dissolved by any procedure as long as the Honest trademark exists and is in use. As long as the trademark is in use, the Foundation must continue to exist to hold and protect it.

Section 2. If the Honest trademark is ever formally abandoned (a deliberate decision by the Author during the Author’s lifetime, or by unanimous vote of the trustees and the Board of Governors after the Author’s lifetime), the Foundation may be dissolved through the legal procedures applicable in its jurisdiction of incorporation.

Section 3. Upon dissolution, all rights revert to the Author. Specifically: the “Open Honest” mark, the “Certified Honest Practitioner” mark, any other marks created by the Foundation after its constitution, all intellectual property held by the Foundation, and all remaining assets (after satisfying any obligations) pass to the Author personally. The broader “Honest” umbrella trademark is already held by the Author and is unaffected by Foundation dissolution. During the Author’s lifetime, the Author receives these rights directly and may exercise them without restriction — including re-establishing a new Foundation, licensing the trademark under new terms, or any other disposition the Author judges consistent with the Honest Mission.

Section 4. After the Author’s death, the reversion rights in Section 3 pass to the Author’s estate or the Author’s designated heirs, as specified in a succession instrument (will, trust, or equivalent) maintained by the Author. The heirs receive the trademark and all associated rights with the explicit instruction that they be used to advance the principles of the Honest Mission in any form the heirs see fit. The heirs are not bound by this Charter (which will have been dissolved along with the Foundation) but receive the moral instruction of the Mission as a testamentary wish.

Section 5. The reversion-to-Author provision in Sections 3 and 4 is the structural defense against destruction as a substitute for capture. Without reversion, a captured board could dissolve the Foundation and direct the trademark to a captured successor entity, achieving through destruction what the anti-capture provisions prevent through governance. With reversion, dissolution returns the trademark to the person (or estate) with the strongest incentive to protect it, which removes the incentive to pursue destruction in the first place: destroying the Foundation does not get you the trademark — it gets the Author the trademark.

Section 6. The reversion provisions of Sections 3 and 4 override any previously named successor organization. The trustees may not name a successor organization that would receive the trademark upon dissolution; all dissolution paths lead back to the Author or the Author’s estate. Any document, trustee resolution, or agreement that purports to direct the trademark to a successor organization upon dissolution is void as a violation of this Section.

Section 7. The intent of this Article is that the Foundation should outlive the Author by decades and, ideally, by centuries. Dissolution is included as a legal necessity, not as an expected outcome. The reversion provisions exist to ensure that if dissolution does occur — whether through legitimate wind-down or through a captured board’s attempt to destroy the Foundation — the trademark returns to the party with the strongest alignment to the Mission.

Appendices

The following appendices accompany this Charter and are incorporated by reference. They are filled in at the time the Foundation is legally constituted.

These appendices are administrative and are amendable through the procedure in Article VII.

This Charter is the load-bearing structural protection for the Honest project. It exists because the project’s founder has seen what happens to projects that lack such protection and refuses to let it happen here.

Adopted by Adam Zachary Wasserman, Founder, on [date to be set when the Foundation is legally constituted].