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The Honest Constitution

This document is the constitutional framework for the Honest project. It defines the project’s mission, the powers and limits of the project’s governance, the relationship between the project and the Foundation that holds the project’s trademark, and the procedures by which any of these can be changed.

The Constitution is the source of authority for all other governance documents in the project, including the Code of Conduct, the Foundation Charter, and any future bylaws of working groups, certification administrators, or commercial licensees. Any document that conflicts with this Constitution is void to the extent of the conflict.

This Constitution is itself partially immutable. Articles I, II, III, V, and VI cannot be amended by any procedure. Articles IV, VII, and VIII may be amended through the procedure defined in Article VIII.

Article I: Mission and scope

Section 1 (immutable). The mission of the Honest project is: Build software that keeps state out of code, and create open materials that let other developers do the same.

This sentence is the canonical statement of the project’s mission. It cannot be amended, expanded, or reinterpreted. The full text and commentary on the mission is in MISSION.md and is incorporated into this Constitution by reference.

Section 2 (immutable). The project’s scope is everything that advances the mission as stated in Section 1. The project’s scope explicitly excludes anything that does not advance the mission as stated in Section 1, regardless of how worthy the excluded activity may be in its own right.

Section 3 (immutable). No governance body, working group, commercial licensee, or future maintainer may expand the project’s scope beyond Section 1, may broaden the mission’s interpretation, may add subsidiary missions, or may adopt secondary purposes that compete with the mission for the project’s resources or attention. The mission is the only purpose. The mission is narrow on purpose.

Article II: The Code of Conduct

Section 1 (immutable). The Honest project has a Code of Conduct, documented in CODE_OF_CONDUCT.md. The Code of Conduct is binding on all contributors, moderators, working groups, commercial licensees, and any other person who participates in any project venue or who acts under the Honest name.

Section 2 (immutable). The Code of Conduct contains immutable sections that cannot be amended by any procedure. These sections are:

• The list of enumerated violations (the seven prohibited behaviors)
• The jurisdiction limits (what is explicitly out of scope)
• The procedural requirements for enforcement (public evidence, citation of specific violations, right of reply, tiered sanctions, reviewability, public registry)

The immutable sections of the Code of Conduct may not be amended, expanded, weakened, reinterpreted, or replaced by any future maintainer, working group, governance body, or commercial licensee. Any attempt to do so is a violation of this Constitution and triggers the trademark revocation provisions of the Foundation Charter.

Section 3 (immutable). The amendable sections of the Code of Conduct (the preamble, the “what we expect” guidance, the reporting contact information, and the amendment procedure section itself) may be amended through the procedure defined in Article VIII, with the additional requirement that any proposed amendment must be reviewed by the Foundation that holds the trademark and confirmed not to violate the immutable sections.

Section 4 (immutable). No enforcement action under the Code of Conduct may cite as its basis any criterion not explicitly listed in the enumerated violations. No moderator, working group, or governance body may interpret the Code of Conduct in a way that would extend its enforcement beyond the explicit list. The list is closed.

Article III: Prohibited amendments

Section 1 (immutable). No amendment to this Constitution, to the Code of Conduct, to the Mission, or to the Foundation Charter may:

• Add new categories of prohibited behavior beyond the seven enumerated violations in the current Code of Conduct (the closed list of behaviors that constitute violations for all contributors)
• Remove or weaken the jurisdiction limits in the Code of Conduct
• Remove or weaken the procedural requirements for enforcement in the Code of Conduct
• Modify the principle that Honest is not a substitute for law enforcement and will not enforce against behavior that is not on the enumerated list of violations, regardless of whether contributors believe the project should protect them from such behavior
• Remove or weaken the moderator misconduct provisions of the Code of Conduct, including the six additional violations that apply to moderators in the exercise of their moderation role, the requirement that reports of moderator misconduct go directly to the Foundation rather than to the moderation team, and the Foundation’s authority to investigate, sanction, suspend, remove, or permanently bar moderators found to have committed misconduct
• Remove or weaken the maintainer misconduct provisions of the Code of Conduct, including the six additional violations that apply to maintainers in the exercise of their maintainer role, the requirement that reports of maintainer misconduct go directly to the Foundation rather than to the maintainer team, and the Foundation’s authority to investigate, sanction, suspend, remove, or permanently bar maintainers found to have committed misconduct
• Permit a project governance body, working group, or commercial licensee to override a Foundation finding of moderator misconduct or maintainer misconduct, or to reinstate a moderator or maintainer the Foundation has barred
• Modify the Code of Conduct’s explicit recognition that forking is not misconduct under any circumstances, or introduce any provision that would discourage, penalize, or retaliate against forks of the open materials
• Modify the requirement in the Foundation Charter that at least one trustee of the Foundation be the Independent Trustee with no commercial interest in any Honest-related activity, weaken the qualifications for the Independent Trustee seat, permit the Foundation to operate with zero Independent Trustees, or weaken the Independent Trustee’s veto on trademark licensing decisions and other commercial decisions enumerated in Article III Section 8 of the Foundation Charter
• Remove or weaken the disclosure and recusal duties that apply to Interested Trustees, or permit Interested Trustees to participate in decisions that affect their disclosed commercial interests
• Expand the project’s scope beyond the Mission as currently stated
• Reduce the procedural requirements that apply to amending the amendable portions of these documents
• Transfer the trademark away from the Foundation
• Modify the Foundation’s trustees in ways that violate the Foundation Charter
• Remove or weaken the Foundation Charter’s external governance audit requirement (Article V Section 7), the sunshine provisions (Article V Section 8), the anti-affiliation rule (Article III Section 9), the institutional arbiter requirement (Article IV Section 2), or the dissolution-reversion-to-Author provisions (Article VIII Sections 3 through 6)
• Remove or weaken the delayed-activation requirement for Board of Governors self-restructuring amendments (Article VII Section 6 of this Constitution)
• Permit any of the above through procedural workaround, parallel governance structure, or delegation to a working group

Section 2 (immutable). Any attempted amendment that violates Section 1 is void on its face. The Foundation that holds the trademark is constitutionally obligated to refuse to recognize any such amendment and to enforce the trademark revocation provisions of the Foundation Charter against any project or governance body that attempts to act under the amended (and void) text.

Section 3 (immutable). The list of prohibited amendments in Section 1 is itself immutable and cannot be shortened, narrowed, or weakened by any procedure.

Article IV: Project governance (amendable)

Section 1. During the lifetime of the original author (Adam Zachary Wasserman, hereafter “the Author”), the Author has final decision-making authority over all matters not explicitly reserved to the Foundation. This includes technical direction, commercial licensing, certification administration, working group composition, and the content of all amendable portions of the project’s documents.

Section 2. The Author may delegate operational decisions to working groups, maintainers, commercial licensees, or other parties at the Author’s discretion. Delegation does not transfer authority; it grants operational latitude that the Author may revoke at any time.

Section 3. The Author may not delegate, transfer, or surrender the powers granted to the Author by this Constitution to any other person or body, except by death or permanent incapacity. Any document purporting to do so is void.

Section 4. Upon the Author’s death or permanent incapacity, governance of the project passes to a Board of Governors structured according to Article VII, subject to the immutable provisions of this Constitution and the Foundation Charter.

Section 5. This Article (IV) may be amended through the procedure defined in Article VIII, except that no amendment may permit the Author’s authority to be transferred to any party other than the Board of Governors after the Author’s death, may not extend the Author’s authority beyond the Author’s lifetime, and may not weaken the immutable provisions of any other Article.

Article V: The Foundation (immutable structure)

Section 1 (immutable). The Honest project has a Foundation, documented in FOUNDATION_CHARTER.md. The Foundation is a legal entity, separate from the project’s day-to-day governance, established for the sole purposes of:

• Holding the Honest trademark and any other intellectual property of the project that is not directly held by the Author or by a commercial licensee
• Enforcing the immutable provisions of this Constitution, the Code of Conduct, and the Foundation Charter
• Maintaining the public registry of enforcement actions and appeals
• Hearing appeals of enforcement actions under the Code of Conduct’s reviewability provisions
• Holding the trademark in trust for the project’s mission as defined in Article I

Section 2 (immutable). The Foundation has no authority over the project’s technical direction, commercial decisions, working group composition, or any other matter outside the scope listed in Section 1. The Foundation does not run the project. The project does not run the Foundation. They are independent entities bound by this Constitution.

Section 3 (immutable). The Foundation’s trustees are bound by fiduciary duty to enforce the immutable provisions of this Constitution and the Code of Conduct, including the duty to revoke the project’s right to use the Honest trademark if the project’s governance attempts to amend, weaken, or work around the immutable provisions.

Section 4 (immutable). The Foundation’s structure, governance, succession of trustees, and operational procedures are documented in the Foundation Charter. The Foundation Charter contains its own immutable provisions, which cannot be amended by any procedure. The Foundation Charter includes a founding period of up to five years from the Foundation’s legal constitution, during which the Author serves as the sole trustee. The founding period exists to allow the Author to establish the Foundation’s operational procedures and to identify suitable candidates for the additional trustee positions before the standard three-trustee structure activates. The five-year founding-period deadline is itself immutable and cannot be extended by any procedure; at the end of the founding period, the Author is constitutionally obligated to appoint two additional trustees, after which the Foundation operates under the three-trustee structure for the remainder of its existence.

Section 5 (immutable). No commercial licensee of the Honest project, including any organization that administers the Certified Honest Practitioner credential under license, may serve as a trustee of the Foundation, may have voting representation on the Foundation, or may exercise any influence over the Foundation’s enforcement decisions. The Foundation is structurally independent of any commercial activity that uses the Honest name.

Article VI: Commercial licensing (immutable framework, amendable terms)

Section 1 (immutable). The Honest project’s source code, methodology, curriculum, and academic materials are released under open-source and open-content licenses that permit free use, modification, and distribution, including for commercial purposes, subject to the attribution and trademark requirements of the licenses themselves.

Section 2 (immutable). The “Open Honest” and “Certified Honest Practitioner” marks are not released under an open license. These marks are held by the Foundation and licensed only to:

• The Author personally, for the Author’s commercial activities under the Honest name
• Commercial licensees who have entered into a written agreement with the Foundation that binds them to comply with this Constitution, the Code of Conduct, and the Foundation Charter
• Working groups and certification administrators authorized by the Author or by the Board of Governors after the Author’s lifetime

Section 3 (immutable). Commercial licensees may not be granted exclusive rights to administer the Certified Honest Practitioner credential globally. Time-bounded territorial exclusivity may be granted in specific geographies for specific durations. The Foundation must retain the right to license additional commercial administrators in other geographies and to license additional commercial administrators in any geography after any exclusivity window expires.

Section 4 (immutable). Commercial licensees may not modify the methodology, the certification standards, the curriculum, or any other materials in ways that would create incompatible regional variants of the Honest standard. The Honest methodology is one methodology, applied consistently across all licensees, regardless of geography.

Section 5. The specific terms of commercial licensing agreements (royalty rates, exclusivity windows, brand standards, marketing requirements) are amendable through Article VIII and may vary between licensees, subject to Sections 1 through 4 above.

Section 6 (immutable). Pre-Foundation licensing moratorium. Until the Foundation referenced in Article V has been incorporated as a 501(c)(3) (or equivalent non-profit legal person in the chosen jurisdiction) and holds the “Open Honest” and “Certified Honest Practitioner” marks in its own name, no commercial license of either mark may be granted by the Author, by any fiscal sponsor, by any working group, by any academic partner, or by any other party acting on behalf of the Open Honest project. This moratorium covers certification administrator agreements, trainer accreditation, territorial exclusivity grants of any duration, royalty-bearing trademark-use arrangements, brand-standards agreements, co-branding agreements, sub-licensing by any fiscal sponsor, and letters of intent or memoranda of understanding that commit the future Foundation to any of the above. The Author’s personal direct commercial use of the marks under Section 2 first bullet, fair-use and nominative references, open-source use of the non-trademark materials under Section 1, and exploratory non-binding discussions with potential future commercial licensees remain permitted. The moratorium expires automatically and entirely upon the Foundation’s incorporation and its acquisition of the marks in its own name. The procedural detail, the rationale, and the interaction with fiscal sponsorship arrangements are documented in TRADEMARK-MORATORIUM.md, which is subordinate to and interprets this Section.

Article VII: Succession (amendable in form, immutable in principle)

Section 1 (immutable). Upon the Author’s death or permanent incapacity, governance of the project passes to a Board of Governors. The Board of Governors is bound by all immutable provisions of this Constitution and the Code of Conduct and may not amend them.

Section 2 (immutable). The Board of Governors is composed of representatives from communities affected by the project’s mission, drawn from the following categories:

• Practitioners: developers and architects who actively apply the Honest methodology in production work
• Educators and academics: researchers and teachers who study or teach the methodology
• Enterprise users: representatives from organizations that have adopted the methodology in regulated or large-scale contexts
• Commercial licensees: representatives from organizations that administer the Certified Honest Practitioner credential or that operate commercial businesses under the Honest trademark
• The Foundation: at least one representative from the Foundation’s trustees

Section 3 (immutable). No single category from Section 2 may hold a majority of seats on the Board of Governors. No single commercial licensee may hold more than one seat. The total number of seats and the precise allocation between categories is amendable through Article VIII, subject to the no-majority constraint.

Section 4 (immutable). The Board of Governors operates under the same immutable constraints as the Author: it may not amend the immutable provisions, may not expand the mission, may not weaken the Code of Conduct, may not transfer authority to any single party, and may not permit any of these through procedural workaround.

Section 5. The specific procedures for selecting Board members, the term lengths, the meeting cadence, the voting rules, and the operational procedures of the Board are amendable through Article VIII.

Section 6 (immutable). Delayed activation of self-restructuring amendments. Any amendment to the Board of Governors’ composition (number of seats, allocation of seats between categories, selection mechanism for seats, term lengths, or voting procedures) that is adopted through the Article VIII amendment procedure does not take effect until the second full Board term following the term in which the amendment was adopted. Board members serving at the time of adoption continue to serve their current terms under the pre-amendment rules. The amendment activates only when the second full post-adoption Board term begins.

The purpose of this provision is to prevent a sitting Board from restructuring itself to entrench its own coalition. A coalition that holds 75% of the Board today can pass an amendment (meeting the Article VIII supermajority threshold), but the amendment does not benefit the coalition’s current members; it benefits whoever holds seats two terms from now, which may be entirely different people. This removes the incentive for self-serving restructuring while preserving the Board’s ability to improve its own governance for future cohorts.

The delayed-activation requirement is immutable. No emergency amendment, no expedited procedure, and no Foundation waiver can accelerate the activation of a self-restructuring amendment.

Article VIII: Amendment procedure (amendable but constrained)

Section 1. Amendments to the amendable portions of this Constitution, the Code of Conduct, the Foundation Charter, and the project’s other governance documents may be proposed by:

• The Author, during the Author’s lifetime
• The Board of Governors, after the Author’s lifetime
• The Foundation, at any time, but only with respect to provisions that affect the Foundation’s operations

Section 2. Proposed amendments must be:

• Published in a public venue at least 60 days before any vote
• Accompanied by an explanation of why the amendment is necessary and what it changes
• Reviewed by the Foundation, which must confirm in writing that the amendment does not violate any immutable provision

Section 3. Amendments are adopted by:

• During the Author’s lifetime: the consent of the Author plus the Foundation’s confirmation that the amendment does not violate any immutable provision
• After the Author’s lifetime: a 75% supermajority vote of the Board of Governors plus the Foundation’s confirmation

Section 4. Amendments that violate any immutable provision of this Constitution, the Code of Conduct, the Foundation Charter, or the Mission are void on their face, regardless of how they are voted on or who consents to them. The Foundation has both the authority and the duty to refuse to recognize void amendments and to enforce the trademark revocation provisions of the Foundation Charter against any project or governance body that attempts to act under a void amendment.

Section 5 (immutable). The amendment procedure itself may not be weakened to make immutable provisions easier to amend, may not introduce procedural workarounds, may not permit emergency amendments that bypass the Foundation’s review, and may not delegate amendment authority to any party not listed in Section 1.

Closing

The Honest Constitution exists to protect the Honest mission against the failure modes that have captured comparable open-source projects. The immutable provisions are immutable because mutable provisions are not protections at all; they are the current consensus of whoever holds the seats today, replaceable tomorrow by a consensus that says the opposite.

If a future maintainer, working group, or commercial licensee finds the immutable provisions inconvenient, the Constitution offers them exactly one option: fork the project under a different name, surrender the right to use the Honest trademark, and build a new community on different principles. The project’s source code, methodology, and curriculum are open and may be forked at any time. The name is not.

This is the structural barrier. It is not subtle. It is not ambiguous. It is not subject to reinterpretation. It is the load-bearing protection against capture and it cannot be removed without destroying the project it protects.

Ratified by Adam Zachary Wasserman, Founder, on [date to be set when the project goes public].