Our Bylaws
June 8, 2026
The bylaws of the Network Theory Applied Research Institute, Inc. govern how our nonprofit is organized and operated. Below is the full text of Version 6.0, effective May 13, 2026 (EIN: 92-3047136, Document ID: P1-001). They establish our 501(c)(3) charitable, educational, and scientific purpose, our membership structure, and our nested-circle governance model. Use the button below to access the official copy.
Article I
CORPORATE IDENTITY AND PURPOSE
Section 1.1: Corporate Status
The Network Theory Applied Research Institute, Inc. (“Corporation”) is a nonprofit corporation organized exclusively for charitable, educational, and scientific purposes under Section 501(c)(3) of the Internal Revenue Code and KRS Chapter 273.
Section 1.2: Corporate Purpose
The Corporation’s purpose is to improve the internet by developing systems, protocols, and programs that advance network technology for the global public benefit, including:
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Research and development of open-source network protocols
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Educational programs on network theory and internet infrastructure
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Scientific advancement in distributed systems and network topology
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Charitable activities that promote digital equity and internet accessibility
Section 1.3: Prohibited Activities
The Corporation shall not:
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Engage in political campaigning or substantial lobbying activities as prohibited under Section 501(c)(3)
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Operate for private benefit or private inurement
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Discriminate based on protected characteristics under applicable law
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Engage in activities inconsistent with tax-exempt status under Section 501(c)(3)
Section 1.4: Fundamental Commitments
The following core commitments require supermajority membership approval (two-thirds of all voting members) plus unanimous board approval to modify:
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Open-source commitment for all protocols and systems developed by the Corporation
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Privacy-first principles and user data sovereignty
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Prohibition on surveillance capitalism and data monetization practices
Article II
MEMBERSHIP
Section 2.1: Membership Classes
The Corporation shall have four classes of members, set forth in the schedule below. All members in good standing are voting members. Acceptance of any class of membership constitutes acknowledgment of the Contributor Covenant under Article XI. Voting rights are governed by §2.4 and the one-person-one-vote rule set forth in the following paragraph.
The voting body for any matter before the membership consists of every person who is either a paid member in good standing or a Director then in office. Each such person holds exactly one vote, regardless of multiple capacities held. A person who is both a paid member and a Director shall vote once, not twice; a person who serves in multiple officer or director roles shall similarly hold one vote.
General Membership — $15/month. Enterprise AI access (Gemini, Claude, NotebookLM) and tools for general contributions.
Media Membership — $25/month. Enterprise AI collection plus Canva and Eleven Labs.
Patron Membership — $30/month. Member’s choice of General or Media tooling; a greater share of dues is directed to NTARI’s operational budget.
Heavy Contributor Membership — $60/month. Five times the standard Claude credit allocation, plus Enterprise Gemini and NotebookLM.
Section 2.2: Membership Eligibility and Application
Membership is open to any natural person who:
Agrees to abide by these bylaws and the Contributor Covenant set forth at Article XI
Pays the dues for one of the membership classes established in §2.1
Is not subject to a then-current termination action under §2.6
The Board shall establish application procedures and onboarding processes by policy resolution. The Board may decline an application only for cause and shall document the reason in the corporate record.
Section 2.3: Membership Rights
Each member in good standing shall have the right to:
Elect Directors as provided in these bylaws
Vote on matters requiring membership approval under these bylaws or Kentucky law, including bylaws amendments and dissolution
Approve fundamental changes to the Corporation as required by law
Access tooling, infrastructure, and services per the member’s class as set forth in §2.1
Participate in working groups with voice in technical governance, per Article VI
Receive Corporation publications, research updates, and communications
Attend member events subject to board policies
Inspect corporate records for proper purposes as provided by Kentucky law and §7.3
Section 2.4: Membership Meetings
Annual Meetings: The Corporation shall hold an annual membership meeting during the fourth quarter of each fiscal year, at such time and place as determined by the Board of Directors.
Special Meetings: Special meetings of the voting membership may be called by:
The Board of Directors
The President
Twenty percent (20%) of voting members in good standing
Notice: Written notice of membership meetings shall be given to all members not less than ten (10) nor more than thirty-five (35) days before the meeting date, stating the place, date, hour, and purpose of the meeting.
Quorum: Voting members holding one-tenth (1/10) of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum.
If a quorum is not present at an annual or special meeting, the meeting may be adjourned by majority vote of those present and reconvened with not less than ten (10) days’ written notice to all members. At the reconvened meeting, voting members present in person or by proxy shall constitute a quorum for the business stated in the original meeting notice.
Voting: Each member in good standing and each Director then in office shall be entitled to one vote on all matters before the membership, subject to the one-person-one-vote rule set forth in §2.1; no person shall hold more than one vote regardless of multiple capacities. Members may vote by proxy in accordance with applicable law.
Section 2.5: Dues, Provisioning, and Non-Payment
Dues Obligation: All members shall pay monthly dues as set forth in §2.1. Dues represent fair exchange of value for the tooling, infrastructure, and community services provided by the Corporation.
Value Exchange Requirement: All dues and fees must represent genuine exchange of value and support of collaboration infrastructure, technical services, educational programs, and community resources. Dues shall not be charged for access to open-source protocols or systems, which remain freely available to all.
Provisioning: Tool access under §2.1 shall be provisioned through Corporation shared workspaces. The Institute provisions access and does not reimburse for individually procured tooling.
Non-Payment: Members who fail to pay dues within thirty (30) days of the due date shall be considered not in good standing and may have membership privileges suspended. The Board shall establish reinstatement procedures by policy.
Section 2.6: Membership Termination
Voluntary Termination: Members may resign by written notice to the Corporation.
Involuntary Termination for Cause: Membership may be terminated for cause only by both (a) majority vote of the Board of Directors and (b) two-thirds (2/3) vote of the voting membership present at a properly noticed meeting where a quorum exists. Cause may include violation of fundamental commitments, violation of the Contributor Covenant under Article XI, or conduct inconsistent with the Corporation’s mission. The member subject to proposed termination shall receive written notice and opportunity to be heard before both bodies. The member subject to termination shall not vote on the question of their own termination.
Termination for Non-Payment: Members who fail to pay dues within the period set forth in §2.5 are subject to suspension and reinstatement procedures established by the Board under §2.5 without further action under this Section. Termination for non-payment does not require the dual-vote procedure of the preceding paragraph.
Effect of Termination: Upon termination, all membership rights and privileges cease. No refund of dues shall be made except as provided by board policy.
Article III
GOVERNANCE AND THE BOARD OF DIRECTORS
Section 3.1: Governance Model
The Corporation shall be governed by its members, acting collectively through a nested-circle structure inspired by Sociocracy 2.0, conducted within designated Slack channels of the Corporation’s workspace. The voting body for any matter before the membership remains as defined in §2.1.
Section 3.2: The Board of Directors
The Corporation shall maintain a Board of Directors as required by KRS 273.211. The Board shall be composed of the standing representatives of the Desk Channels established in §3.3. Each Director shall be a natural person of legal age and shall serve as Director during their tenure as a standing representative. The Board exercises ultimate fiduciary, legal, and compliance authority for the Corporation, including:
Policy development and implementation
Strategic planning and oversight
Financial management and legal compliance
Personnel decisions and program management
Adoption, amendment, and repeal of board policies
Establishment of membership criteria, dues structures, and program requirements
Section 3.3: Desk Channels and Standing Representatives
The following Desk Channels shall be the office circles of the Corporation:
#desk-president — office of the President
#desk-vice-president — office of the Vice President
#desk-secretary — office of the Secretary
#desk-treasurer — office of the Treasurer
#desk-workspace-administrator — office of the Workspace Administrator
Each Desk Channel is open to participation by all members in good standing. Within its designated domain, each channel is responsible for all matters pertaining to its office, with the powers traditionally exercised by the corresponding individual officer after voting on measures.
Each Desk Channel shall elect a standing representative from its participants. The standing representative:
Serves as the corresponding officer of the Corporation under Article IV
Serves as a Director of the Corporation under §3.2 during their tenure as standing representative
Acts in accordance with decisions reached by channel vote
Executes documents, signatures, and external communications required of the office
Is subject to removal under §3.8
When an external action requires an individual representative and no standing representative is presently in office, the channel may designate a member to represent the office temporarily for a specific matter. Extended vacancy in any Desk Channel’s standing representative position shall be addressed by the Board under §3.8.
Channel votes shall be by majority of participating members in good standing unless these bylaws or board policy require a different threshold.
Section 3.4: Workspace Administrator
The Workspace Administrator’s office replaces the position of Chairman established in prior versions of these bylaws. The Workspace Administrator works between channels in the Slack workspace to keep governance flowing: coordinating cross-channel matters, ensuring proper channel operation, supporting the workflows described in §3.5, and performing duties assigned by the Board. The Workspace Administrator presides over the Corporation’s continuous channel deliberation in the Slack workspace and over the annual membership meeting. The Workspace Administrator’s duties are further set forth in Article IV.
Section 3.5: Workflow Infrastructure and Vote Outcomes
Slack workflows shall link internal channel votes with intrachannel votes to ensure the smooth flow of information across the governance structure. Workflows shall be maintained by members and volunteers in #resource-infrastructure.
Vote outcomes from all channels shall be recorded in #desk-vote-results and incorporated into corporate minutes by the Secretary.
Section 3.6: Board Meeting Procedure
The Board does not hold a recurring meeting requirement under these bylaws. Board action is conducted continuously through Desk Channel proceedings under §3.3, the Continuous Board Meeting Policy under §3.13, and written consent under KRS 273.375. Transparency with the membership and the public is provided through the quarterly public reports required under §3.7.
Synchronous Meetings: When a matter requires focused real-time deliberation, a synchronous Board meeting may be called by the Workspace Administrator, the President, or any three (3) standing representatives. Synchronous meetings may be held in person or by telecommunications.
Notice: Standing representatives shall receive at least two (2) days written notice of any called synchronous meeting, including date, time, place or telecommunications method, and agenda. Attendance constitutes waiver of notice except when attending to object to improper notice.
Quorum: For synchronous meetings, a majority of standing representatives then in office shall constitute a quorum.
Action: The act of a majority of standing representatives present at a synchronous meeting with a quorum shall be the act of the Board, unless a greater number is required by law or these bylaws.
Remote Participation: Standing representatives may participate in synchronous meetings by telecommunications if all participants can communicate simultaneously.
Article IV
OFFICERS
Section 4.1: Required Officers
The Corporation shall have the following officers:
President
Vice President
Secretary
Treasurer
Workspace Administrator (replacing the position of Chairman established in prior versions of these bylaws)
Additional officers may be appointed as determined by the Board. One person may hold more than one office to the extent permitted by Kentucky law.
Section 4.2: Election and Terms
Officers are the standing representatives elected by their respective Desk Channels under §3.3. Each officer serves until removed, resigned, or replaced by their respective Desk Channel; the Desk Channels shall reaffirm or replace their standing representatives at least annually, with the annual reaffirmation conducted in conjunction with the annual membership meeting.
Section 4.3: Officer Duties
President: Serves as chief executive officer, implements board policies, manages daily operations, and may execute contracts as authorized.
Vice President: Serves as President in the President’s absence, incapacity, or inability to serve. Exercises audit authority over the Corporation’s financial affairs, internal controls, compliance with bylaws and board policies, and other governance matters — including the right to review records, conduct inquiries, and report findings to the Board. Performs executive auxiliary duties in support of the President, including coordination of cross-cutting executive initiatives, and may be assigned specific portfolio responsibilities by the Board.
Secretary: Maintains corporate records, provides notice of meetings, records meeting minutes, authenticates corporate documents, coordinates document control and version management, and leads the Secretariat in producing the quarterly public reports required under §3.7.
Treasurer: Oversees financial affairs, maintains financial records, provides financial reports to the Board, and ensures compliance with financial policies.
Workspace Administrator: Presides over the Corporation’s continuous channel deliberation and over the annual membership meeting. Coordinates between Desk and Committee Channels via the workflow infrastructure under §3.5. Ensures proper governance and performs duties assigned by the Board.
Section 4.4: Removal and Resignation
Officers may be removed in accordance with the removal procedures for standing representatives at §3.8: by majority vote of their respective Desk Channel, or by two-thirds (2/3) vote of the voting membership at any properly noticed meeting with cause demonstrated. Officers may also be removed by majority vote of the Board for failure to perform office duties, subject to subsequent ratification by the Desk Channel. Officers may resign by written notice to the Board and to their Desk Channel.
Article V
FINANCIAL MANAGEMENT
Section 5.1: Fiscal Year
The Corporation’s fiscal year shall be the calendar year unless changed by board resolution.
Section 5.2: Financial Controls
The Board shall establish financial policies including:
Annual budget approval procedures
Spending authorization limits
Financial reporting requirements
Audit or review procedures
Investment policies
Section 5.3: Membership Dues Structure
The Board shall review and adjust the dues amounts set forth in §2.1 based on:
Actual costs of services provided to members
Fair market value of resources and access provided
Organizational capacity to pay
Comparability data from similar nonprofit research organizations
All dues and fees must represent genuine exchange of value to maintain tax-exempt status and avoid private benefit concerns. The Board shall review dues structures annually and adjust as necessary with appropriate notice to members.
Section 5.4: Financial Support to Members
The Corporation may provide grants or financial support to members only through:
Competitive grant programs open to all eligible members
Emergency hardship assistance with Board approval
Seed funding for new chapters or initiatives meeting strategic priorities
Project-specific funding tied to the Corporation’s exempt purposes
All funding decisions must be documented with rationale showing advancement of the Corporation’s charitable, educational, and scientific mission.
Section 5.5: Compensation
All compensation must comply with IRS intermediate sanctions requirements and be approved by the Board following documented reasonableness analysis using appropriate comparability data.
Section 5.6: Prohibited Transactions
The Corporation shall not make loans to directors or officers, except as permitted by applicable law.
Article VI
PROGRAMS AND OPERATIONS
Section 6.1: Programs and Working Groups
The Board may establish programs and working groups to advance the corporate mission through charter documents or policy resolutions defining scope, management, and procedures.
Working Groups: Working groups shall be the primary mechanism for collaborative research and protocol development. Working groups may be established for specific technical domains, research initiatives, or protocol development projects. Working group charters shall be developed according to the template provided in Appendix A.
Member Participation: Members may operate as chartered programs, lead working groups, or participate in collaborative research, subject to charter agreements or working group procedures.
Section 6.2: Operational Policies
All operational procedures shall be governed by board-adopted policies addressing:
Conflict of interest procedures
Record keeping and transparency
Privacy protection and data management
Personnel management
Grant-making procedures (if applicable)
Intellectual property and open-source compliance
Working group governance and technical standards processes
Section 6.3: Asynchronous Discussion Procedure
6.3(a) Definition and Invocation
“Asynchronous Discussion” means the three-phase deliberative procedure described in this Section. It is the default mode of substantive committee deliberation at the Corporation and may be invoked by any committee chair, the President, or by petition of any three (3) members of a committee. Each phase shall target a duration of two (2) weeks, with planned intervals for scheduled deviations; the committee chair shall document any extension in the proposal record.
6.3(b) Phase 1 — Individual Assessment
Committee members review the originating documentation. Each member then produces an individual position document — memo, essay, or comparable written form — setting out their position on the question under consideration. All Phase 1 documents shall be filed in the proposal record before Phase 2 begins.
6.3(c) Phase 2 — Vector Synthesis
All Phase 1 documents shall be loaded into a large language model oriented with the original documentation in a public project. The model shall be prompted to produce a vector position — a synthesized stance that honors the range of perspectives expressed by the group. The canonical prompt is:
Generate a synthesized stance that honors the range of perspectives expressed in each document.
Each participant shall then produce a second document expressing their position concerning the vector’s compromises. If no material harm is identified, the committee may move to Phase 3 with or without consensus. In the event that material harm can be presently identified, it shall be documented in the proposal record and the vector adjusted by the President, the Workspace Administrator, or the committee chair with authority over the matter, who shall re-issue the synthesis prompt incorporating the documented harm.
6.3(d) Phase 3 — Fine Tuning
With consensus established, the new language shall be drafted into the proposed final document. Participants review the final text and submit a public vote for or against. Written comments are required alongside every vote. Voting and commentary are continuous and remain open in order to preserve awareness of the issue. Where major votes against or troubling comments arise during the open period, the committee chair shall return the matter to Phase 1.
6.3(e) Record
All documents produced under this Section — Phase 1 assessments, the Phase 2 vector and member responses to it, harm documentation if any, and Phase 3 votes with their written comments — shall be preserved in the proposal record and incorporated into corporate minutes by the Secretary.
Article VII
LEGAL COMPLIANCE AND GOVERNANCE
Section 7.1: Tax-Exempt Compliance
The Corporation shall:
Operate exclusively for Section 501(c)(3) purposes
Prohibit private inurement and private benefit
Limit lobbying activities to permissible levels
Completely prohibit political campaign intervention
Ensure assets are permanently dedicated to exempt purposes
Ensure all protocols and systems remain open-source and freely available
Section 7.2: Corporate Law Compliance
The Corporation shall comply with all requirements of KRS Chapter 273 and other applicable Kentucky law.
Section 7.3: Books and Records
The Corporation shall maintain correct and complete books of account and minutes of proceedings. Members in good standing may inspect corporate records for proper purposes as provided by Kentucky law, subject to reasonable policies adopted by the Board. The Vice President’s audit authority under §4.3 includes access to corporate records as needed for audit purposes; such access shall be deemed a proper purpose under Kentucky law without further showing.
Section 7.4: Annual Reporting
The Corporation shall file all required annual reports with Kentucky and federal authorities and comply with public disclosure requirements.
Article VIII
INDEMNIFICATION
Section 8.1: Indemnification
The Corporation shall indemnify directors and officers to the fullest extent permitted by Kentucky law for actions taken in good faith in the best interests of the Corporation, subject to procedures established by board policy.
Article IX
AMENDMENT AND DISSOLUTION
Section 9.1: Amendment Process
General Amendments: These bylaws may be amended by two-thirds (2/3) vote of the voting membership present at any properly noticed meeting where a quorum exists.
Fundamental Commitments: Modifications to fundamental commitments (Article I, Section 1.4) require supermajority approval (two-thirds of all voting members) plus unanimous board approval.
Notice: Proposed amendments must be included in meeting notice or distributed to members at least ten (10) days before the meeting.
Section 9.2: Dissolution
The Corporation may be dissolved by two-thirds (2/3) vote of the voting membership at a properly noticed meeting. Upon dissolution, assets shall be distributed exclusively to one or more organizations exempt under Section 501(c)(3) or to governmental entities for public purposes, as determined by the Board in accordance with applicable law.
Article X
MISCELLANEOUS PROVISIONS
Section 10.1: Registered Office and Agent
The Corporation shall continuously maintain a registered office and registered agent in Kentucky as required by law.
Section 10.2: Corporate Seal
The Corporation may adopt a corporate seal, the use or absence of which shall not affect the validity of corporate documents.
Section 10.3: Execution of Documents
Documents may be executed by such officers as authorized by the Board, in accordance with board policies and applicable law.
Section 10.4: Electronic Communications
Notice and other communications may be given electronically in accordance with applicable law and board policies.
Article XI
CONTRIBUTOR COVENANT
Section 11.1: Scope of Contribution
A contribution, once submitted, becomes the property of the digital commons and may not be reclaimed by the contributor. Contributions include copyrighted works published under the GNU Affero General Public License version 3 (AGPL-3), and unpublished works in code, text, or other media, including ideas presented in conversation when offered in the contributor’s capacity. Conversation is not, by virtue of its occurrence, deemed a contribution; only ideas and works offered in the contributor’s capacity fall within the scope of this Article.
Section 11.2: Exclusion of Personally Identifying Information
Personally identifying information (PII) is not a contribution and shall not be submitted as one. This includes, but is not limited to, names, contact information, financial information, government identifiers, biometric data, and any other information that identifies or could reasonably be used to identify a natural person — whether the contributor, another member, or any third party.
Contributors are responsible for excluding PII from material they submit. The Institute may decline to accept, or may redact, any submitted material containing PII. The fundamental commitment to privacy-first principles and user data sovereignty under Article I, Section 1.4(2) governs the Institute’s handling of any PII that may inadvertently be received.
Section 11.3: The Public to Whom Contribution Is Owed
Contributors understand that their work is undertaken on behalf of the special — that is, species-wide — public. Contributors shall act with respect for, but not necessarily adherence to, political and cultural restrictions encountered in the course of that work.
Section 11.4: Philosophical Foundations
Contributors shall strive to honor the philosophical foundations of the Institute: Maximum Observational Diversity (MOD), Minimum Sustainable Projection (MSP), and the Scientific Method as Necessary Ritual. Brief definitions follow; the full statements are set forth at Appendix B.
Maximum Observational Diversity (MOD)
A methodological principle for distinguishing emergent patterns from projected ones. When observations are gathered from maximally diverse and independent sources — temporally, culturally, disciplinarily, and across scales — maintaining a false pattern becomes computationally expensive, leaving convergent patterns that emerge from the elements themselves.
Minimum Sustainable Projection (MSP)
An architectural principle for building systems where truth-aligned behavior becomes the path of least resistance. Systems are constructed using only the minimal assumptions necessary, with those projections designed to align with emergent patterns. The thermodynamic gradient thus favors honest participation over deception.
The Scientific Method as Necessary Ritual
The formalized, communal practice that sits between MOD and MSP, metabolizing observations into validated knowledge through sacred doubt, distributed validation, and falsifiability. The scientific method is understood here as ritual rather than mere procedure — the species-level practice that maintains epistemic hygiene across time and distance.
Section 11.5: Scope and Effect
This Article applies to all contributions accepted by the Institute on or after the effective date of this Article. Acceptance of Corporation membership, volunteer engagement, or any tooling access provisioned through Corporation shared workspaces shall constitute acknowledgment of this Article.
Appendix A
WORKING GROUP CHARTER TEMPLATE
Purpose of Working Group Charters
Working groups are the primary mechanism through which NTARI advances its research and development mission. Each working group focuses on a specific technical domain, protocol development effort, or research initiative. This charter template ensures consistent governance, clear objectives, and alignment with NTARI’s fundamental commitments.
Working Group Charter Template
[Working Group Name]
Charter Version: [Version Number] | Effective Date: [Date] | Review Date: [Annual review date] | Board Approval Date: [Date]
1. Working Group Identification
Official Name: [Full name of working group]
Short Name/Acronym: [If applicable]
Parent Program: [NTARI program this working group supports, if applicable]
Charter Authority: This working group is established under NTARI Bylaws Article VI, Section 6.1.
2. Mission and Scope
Mission Statement: [1-2 sentence statement of the working group’s purpose aligned with NTARI’s mission]
Scope of Work: [Detailed description of the technical domain, research area, or protocol development effort]
In Scope: [Specific topics, technologies, or problems the working group addresses; technical standards or protocols under development; research questions being investigated]
Out of Scope: [Topics explicitly not covered to maintain focus; boundaries with other working groups]
Alignment with NTARI Mission: [Explain how this working group advances NTARI’s purposes: research, education, scientific advancement, or digital equity]
3. Objectives and Deliverables
Primary Objectives: [Specific, measurable objectives]
Expected Deliverables: Technical Specifications; Research Publications; Open-Source Code; Educational Materials; Community Resources
Success Metrics: [How success will be measured]
4. Membership and Participation
Eligibility:
Open to all members of the Corporation in good standing
External experts and non-members may be invited by working group leadership as observers or contributors, subject to chair approval and acknowledgment of the Contributor Covenant under Article XI
Participation Requirements:
Attend at least 50% of scheduled working group meetings
Contribute to deliverable development through code, documentation, or research
Adhere to NTARI’s fundamental commitments (open-source, privacy-first, no surveillance capitalism)
Follow working group procedures and codes of conduct
Membership Application Process: [Describe how individuals join this working group]
5. Leadership and Governance
Working Group Chair(s): Selection Process [Election by working group members, appointment by board, etc.]; Term Length [Typical: 1-2 years]; Responsibilities (facilitate meetings, ensure quality, report to Board quarterly, manage communications, resolve disputes)
Technical Editors (if applicable): Maintain technical documentation and specifications; coordinate review processes; ensure consistency with NTARI documentation standards
Subgroups: [If the working group has subcommittees or task forces, describe them here]
6. Meetings and Communication
Meeting Frequency: [Weekly, bi-weekly, monthly — specify]
Meeting Format: [Virtual, in-person, hybrid]
Communication Channels: Mailing list; Slack/Discord channel; GitHub repository; Meeting minutes location
Decision-Making Process: Rough consensus model (IETF-style) for technical decisions; formal votes when consensus cannot be reached; Chair has tiebreaking authority; appeals process to NTARI Board for significant disputes
Transparency Requirements: Meeting minutes published within 7 days; all technical decisions documented with rationale; draft specifications available for public comment; final deliverables published on NTARI.org
7. Intellectual Property and Open Source
IP Policy: All working group deliverables shall be released under open-source licenses consistent with NTARI’s fundamental commitments.
Software/Code: [Specific license — e.g., MIT, Apache 2.0, GPL]
Documentation: [Specific license — e.g., Creative Commons BY 4.0]
Specifications/Standards: [Specific terms — e.g., royalty-free patent licensing]
Contributor Agreements: All contributors must agree to license their contributions consistent with the above terms and acknowledge the Contributor Covenant under Article XI.
Patent Commitments: Members and contributors agree not to assert patent claims against implementations of working group deliverables.
8. Relationship to NTARI
Reporting Requirements: Quarterly progress reports to NTARI Board; annual presentation at member meeting; inclusion in NTARI annual report
Resource Support from NTARI: Technical infrastructure (repositories, communication tools); meeting coordination assistance; publication and dissemination support
Board Oversight: Board reviews working group charter annually; Board approves major changes to scope or objectives; Board may dissolve working group if objectives completed or participation insufficient
Coordination with Other Working Groups: [Describe relationships with other NTARI working groups and coordination mechanisms]
9. Financial Matters
Budget Authority: Working groups may request funding from NTARI for meeting expenses; tools and infrastructure; publication and dissemination costs; research collaboration expenses
Budget Approval: Budgets under $5,000 — Chair approval with Board notification. Budgets $5,000–$25,000 — Board approval required. Budgets over $25,000 — Board approval with membership notification.
Financial Reporting: Working group chairs report expenditures quarterly to Treasurer.
10. Modification and Termination
Charter Amendments: Minor amendments — working group consensus with chair approval. Major amendments — working group consensus with Board approval. Changes to scope or deliverables — Board approval required.
Working Group Termination: Upon completion of stated objectives; due to insufficient participation; by Board resolution if misaligned with NTARI mission; by request of working group members.
Transition Upon Termination: Complete deliverables archived and published; ongoing work transferred to another working group or sunset gracefully; final report prepared; GitHub repositories and documentation preserved.
11. Approval and Signatures
Charter Approved By: Jodson Graves [President], Calvin Secrest [Vice President], Grace Graves [Secretary]. Advisors: Kevin Gilhooley. Members: Venkata Sai Saketh Vaigandla.
NTARI Board of Directors. Date: October 10, 2025. Working Group Chair: n/a.
Review Schedule: This charter shall be reviewed annually during the fourth quarter in accordance with NTARI’s document review procedures.
Appendix B
PHILOSOPHICAL FOUNDATIONS
Incorporated by reference into Article XI (Contributor Covenant). The statements below may also be cited in connection with any deliberation conducted under Article VI, Section 6.3 (Asynchronous Discussion).
B.1 Maximum Observational Diversity
Maximum Observational Diversity is the methodological principle that genuine emergent patterns can be distinguished from projected ones by gathering observations from maximally diverse, independent sources. When observers share cultural frameworks, communication channels, or conceptual languages, their observations can reinforce one another’s projections; everyone seeing the same thing does not make it true if everyone is looking through the same lens.
True diversity of observation requires temporal independence (observations separated across centuries or millennia, before modern communication could synchronize perspectives), cultural independence (observations from cultures without historical contact), disciplinary independence (different fields with different methodologies), and scale independence (patterns appearing at atomic, molecular, cellular, organismal, and social scales).
The principle operates on a thermodynamic insight: maintaining a false or projected pattern across truly diverse observations requires exponentially more energy than maintaining a true emergent pattern. MOD makes lying thermodynamically unfavorable — not through moral pressure or social enforcement, but through the physics of information maintenance across independent observation.
Full statement: https://www.ntari.org/post/maximum-observational-diversity
B.2 Minimum Sustainable Projection
Minimum Sustainable Projection is the architectural principle for building systems where truth-aligned behavior becomes the path of least resistance. Every system requires some projection — assumptions, abstractions, conventions — because we cannot build directly on raw reality. The principle is not to eliminate projection but to use only the minimum necessary, designing those projections to align with emergent patterns rather than fighting against them.
A projection is minimal when it cannot be removed without system collapse, when it aligns with observable emergent patterns, when it enables rather than constrains, and when it can evolve with new observations. A projection is sustainable when truth-aligned behavior costs less energy than deception, when error correction is metabolized cooperatively, when distributed observation can validate claims, and when the system reinforces its own health through feedback.
Applied to NTARI’s technical and governance choices, MSP favors distributed validation over centralized authority, AGPL-3 transparency over proprietary opacity, user data sovereignty, and cooperative ownership. The principle is one of humility — our projections are always partial, always potentially mistaken, and the path to truth runs through doubt, distribution, and thermodynamic alignment with what already emerges from reality.
Full statement: https://www.ntari.org/post/minimum-sustainable-projection
B.3 The Scientific Method as Necessary Ritual
The scientific method sits at the precise intersection of MOD and MSP. It is neither pure discovery nor pure implementation but the necessary ritual that metabolizes observations into validated knowledge through disciplined doubt, distributed observation, and thermodynamic alignment.
We typically call it the scientific “method” — a procedure, a technique. This framing misses something essential. It is ritual: a formalized, repeated, communal practice that maintains a relationship with something beyond individual understanding. Its ritual aspects are formalized practice (hypothesis, experiment, analysis, publication — performed the same regardless of individual belief), communal participation (peer review, replication, shared standards), repeated performance, sacred doubt (skepticism as reverence for truth beyond individual certainty), initiation and apprenticeship, and collective memory through literature and citation.
The ritual’s core principles are doubt as sacred practice, reproducibility as distributed consensus, falsifiability as humility before truth, and community as a necessary condition — science cannot be performed in isolation. Where the ritual is corrupted by publication bias, p-hacking, funding capture, or appeals to authority, the remedy is not to abandon it but to reinvigorate its sacred core.
Full statement: https://www.ntari.org/post/the-scientific-method-as-necessary-ritual
Appendix C
P1-003 CONTINUOUS BOARD MEETING POLICY
Submitted March 5, 2026. Adopted by board written consent under KRS 273.375. Resident in the Continuous Meeting Guide pinned to the #board-of-directors channel.
Author’s Note
The internet gives us the opportunity to reach each other continuously, superseding the state requirement for in-person meetings. This improvement is supported by the bylaws. The following language becomes P1-003 Continuous Board Meeting Policy, residing in the Continuous Meeting Guide in the #board-of-directors channel.
Designation
Channel: #board-of-directors
Function: Continuous Board Meeting Channel
Effective: Upon board adoption as a written consent action per KRS 273.375
Legal and Governance Basis
KRS 273.375 — Director Action Without Meeting — is the operative authority. Kentucky law permits board action outside a formal meeting when all directors provide written consent describing the action taken, filed with corporate records. A persistent, director-exclusive Slack channel satisfies this requirement: each vote or consent posted constitutes a signed written consent, and the channel’s message history serves as the corporate record. This is cleaner than KRS 273.223 (place and notice of meetings), which governs synchronous sessions.
NTARI Bylaws Section 3.5 establishes the quarterly minimum meeting cadence and quorum requirements (majority of directors in office). The continuous channel does not replace the quarterly requirement — it fulfills and exceeds it by enabling between-meeting governance actions that are fully documented.
P2-001 Classification
This channel is a Priority 1 governance function: it directly supports board authority, member rights, and organizational legal status. Under P2-001’s document hierarchy, all actions recorded in this channel that constitute board decisions shall be archived and preserved as corporate records per the backup requirements in P2-001 Article VI.
Operating Parameters
Access: Directors only.
Quorum: Per Bylaws Section 3.5, a majority of directors in office (5 of 8 at full composition). For KRS 273.375 written consent actions, all directors must sign — this channel supports both modes.
Notice: Per KRS 273.223, at least two days’ written notice is required for director meetings. A pinned post at the top of the channel initiating a vote thread constitutes this notice. The Secretary shall @ the full board on any new agenda item post.
Record of Action: Each decided item shall be pinned and referenced by the Secretary in a message formatted as: [ACTION ADOPTED — {date} — {description} — Consent: {list of directors}] before filing in minutes.
Quarterly Sessions: The channel satisfies the quarterly meeting requirement when quorum is achieved and business is conducted during that quarter’s calendar window, per Bylaws Section 3.5.
Proposal Process: Proposals shall be submitted with edit access granted to the channel. The document body shall lead with the date submitted in dynamic Month/day/year format. Titles shall include the word “proposal” so workflow infrastructure recognizes the document as a new proposal.
Channel Description
Continuous board meeting channel — NTARI Board of Directors. Actions taken here constitute written director consent per KRS 273.375 and are incorporated into corporate minutes by the Secretary. Public forum with director-only voting (JBG03052026).
Adoption
This designation shall be adopted by board written consent posted in the #board-of-directors channel upon its creation, establishing the self-referential record.
Document Control
& AMENDMENT NOTES (VERSION 6.0)
Document Control
Document ID: P1-001 (Bylaws — Priority 1)
Version: 6.0
Effective Date: [pending membership adoption — to be filled in upon vote]
Review Schedule: Annual review required per KRS Chapter 273
Secretary Coordination: Required for version control and publication per P2-001
Amendment Notes — Version 6.0
Version 6.0 amends the bylaws to:
Eliminate the three-class membership structure (Contributing Research Partners, Supporting Organizations, Individual Members) and replace it with a four-tier schedule (General, Media, Patron, Heavy Contributor) provisioned through Corporation shared workspaces.
Establish universal voting under a one-person-one-vote rule: every paid member in good standing and every Director then in office holds exactly one vote on all matters before the membership, regardless of multiple capacities held.
Add an adjournment fallback to the quorum provision at §2.4: if quorum fails at a noticed meeting, members may adjourn and reconvene with ten (10) days’ notice; at the reconvened meeting, members present in person or by proxy constitute a quorum for the originally noticed business.
Require dual approval (board majority plus 2/3 of voting membership) for involuntary termination for cause under §2.6, with non-payment carved out as automatic suspension under §2.5; the member subject to termination does not vote on their own removal.
Restructure Article III to establish a nested-circle governance model inspired by Sociocracy 2.0, conducted within designated Slack channels. The Board of Directors is composed of standing representatives elected by Desk Channels (#desk-president, #desk-vice-president, #desk-secretary, #desk-treasurer, #desk-workspace-administrator). Vote outcomes are recorded in #desk-vote-results; workflows are maintained by members and volunteers in #resource-infrastructure.
Replace the position of Chairman with the office of Workspace Administrator, who coordinates between channels and presides over continuous deliberation.
Add the Vice President as a required officer under Article IV, with audit authority over the Corporation’s financial affairs, internal controls, compliance with bylaws and board policies, and other governance matters, plus executive auxiliary responsibilities supporting the President.
Eliminate the recurring quarterly Board meeting requirement. Under §3.6, the Board does not hold a recurring meeting requirement; Board action is conducted continuously through Desk Channel proceedings, the Continuous Board Meeting Policy (P1-003), and written consent under KRS 273.375. Synchronous meetings remain available when matters require focused real-time deliberation.
Adopt the Continuous Board Meeting Policy (P1-003) at §3.13 as the primary mode of Board deliberation and decision-making under KRS 273.375.
Establish at §3.7 a requirement of quarterly public reports on Board activities, replacing the prior quarterly meeting requirement as the principal mechanism of transparency. The Secretariat (#desk-secretary and the Secretary as standing representative) is responsible for compiling and publishing each report on the Corporation’s public website.
Establish Committee Channels at §3.9 as the operative structure for the Corporation’s committees, including #committee-fruitful-management (Fruitful Management LLC) and #committee-partnerships.
Add Article VI, Section 6.3 defining the Asynchronous Discussion procedure as the default mode of substantive committee deliberation.
Add a new Article XI (Contributor Covenant) establishing the digital-commons status of member and volunteer contributions, with categorical exclusion of personally identifying information under §11.2.
Update Appendix A (Working Group Charter Template) for terminology consistency with the new membership structure.
Add Appendix B (Philosophical Foundations) reproducing the canonical statements of Maximum Observational Diversity, Minimum Sustainable Projection, and the Scientific Method as Necessary Ritual.
Add Appendix C (P1-003 Continuous Board Meeting Policy) reproducing the operative board policy for ongoing Board action under KRS 273.375. P1-003 will require subsequent board-level updates to reflect the channel structure established in Article III.
