Foundation Charter

The Software Factory Foundation (the "Foundation") is established as a Delaware nonprofit nonstock corporation, organized and operated exclusively for educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or corresponding provisions of any future federal tax law).

The mission of the Foundation is:

• To research, develop, and publish open, royalty-free standards governing the interfaces, formats, telemetry, and operational practices of multi-agent software development systems, in the interest of the general public.
• To advance public education on AI-powered software engineering through curriculum, training, certifications, public research, symposiums, and freely available reference implementations.
• To convene practitioners, vendors, and researchers responsible for production-grade software automation in a forum that is open to the public and free from commercial control by any single entity.
• To preserve the interoperability and substitutability of software factory components for the benefit of the broader software engineering community.

The Foundation is not organized for the private gain of any person. No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Foundation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above.

The Foundation's technical and educational scope includes:

• Agent integration protocols and interfaces.
• Specification and exchange of factory operational telemetry.
• Memory, context, and artifact handoff formats between automated systems.
• Audit, evaluation, and conformance criteria for AI-powered engineering tools.
• Operational and safety practices for production deployment of agentic systems.
• Public curriculum, training programs, and educational materials covering the above subjects.
• Public research, symposiums, and scholarly publications on multi-agent software development.

The Foundation does not develop or distribute commercial software and does not certify individuals as a commercial credentialing service. Educational certifications attesting completion of Foundation curriculum are issued only in furtherance of the Foundation's public-education mission.

Membership shall be open to organizations and individuals that affirm the Foundation's antitrust, IP, and conflict-of-interest policies and contribute at the prevailing schedule. Membership contributions support the Foundation's educational, research, and standards-development activities, and do not purchase governance authority, private specifications access, or commercial benefits beyond the qualified sponsorship acknowledgment described in Section 9. There are four categories:

• Enterprise Members— for-profit organizations supporting the Foundation's mission at the enterprise contribution level.
• Startup Members — for-profit organizations under the size threshold defined in the membership schedule.
• Research Members — universities, public research institutions, and recognized nonprofit research labs.
• Community Members — individual contributors, open-source maintainers, and small organizations.

All membership categories carry equal working group participation rights and equal eligibility to stand for election to the Board of Directors and the Technical Steering Committee. No category and no contribution level confers a reserved Board or Steering Committee seat, privileged voting weight, or non-public access to draft specifications, research, or other work product.

The Foundation shall be governed by three bodies:

• The Board of Directors, with authority over strategy, budget, executive direction, and ratification of bylaws. Directors are elected by the membership, except as provided for the Founding Director in Section 5 of this Charter.
• The Technical Steering Committee, with authority over the standards process, working group chartering, and cross-group dispute resolution.
• Working Groups, with authority over the technical content of specifications within their chartered scope.

No single member organization, nor any group of organizations sharing common control, and no single natural person, may hold more than thirty-three percent (33%) of the seats on any Working Group, Steering Committee, or Board.

The Foundation establishes a single Board seat designated as the "Founding Director," held by the Foundation's founder, John Kennedy, for the duration of the Formation Period defined below. The Founding Director seat exists to provide continuity of mission, institutional memory, and strategic direction during the Foundation's formation.

(a) Formation Period.The Formation Period begins on the date of the Foundation's incorporation and ends on the seventh (7th) anniversary of that date. During the Formation Period, the Founding Director seat is not subject to the election procedures or term limits applicable to other Board seats.

(b) Voting and Duties. The Founding Director holds one vote on all matters before the Board, equal in weight to the vote of any other Director, and is subject to the same fiduciary duties of care and loyalty, conflict-of-interest disclosure obligations, and removal-for-cause provisions applicable to all Directors under Delaware law and this Charter.

(c) Limits on Authority. The Founding Director may not (i) hold more than one seat on the Board; (ii) appoint, designate, nominate, or veto the appointment of any other Director or officer; (iii) unilaterally amend this Charter or the bylaws; (iv) override the Standards Process or the technical decisions of any Working Group or the Technical Steering Committee; or (v) bind the Foundation to any agreement except through the same Board procedures applicable to all Directors. The Founding Director seat counts toward the thirty-three percent (33%) control limit described in Section 4.

(d) Removal for Cause.The Founding Director may be removed for cause by an affirmative vote of two-thirds of the other Directors then in office, on the same grounds and following the same procedures applicable to the removal of any other Director under Delaware law and the Foundation's bylaws.

(e) Conversion at End of Formation Period. Upon the conclusion of the Formation Period, the Founding Director seat shall convert to a regular elected Board seat governed by the same election procedures, term length, and term limits applicable to all other elected Board seats. The incumbent may stand for election to the converted seat on the same terms as any other eligible candidate.

(f) Early Vacancy. If the Founding Director resigns, is removed for cause, or becomes incapacitated before the conclusion of the Formation Period, the Founding Director seat shall immediately convert to an elected Board seat. The seat shall not be reassigned, transferred, or otherwise filled by appointment to any other natural person.

The Foundation operates on published, recorded decision procedures defined in the Standards Process. Working Groups operate by lazy consensus for editorial and procedural decisions, and by recorded super-majority vote for ratification of draft and final standards.

All Working Group meetings, mailing lists, and proposal repositories shall be publicly accessible unless explicitly chartered otherwise on grounds of personal privacy, security review, or active vulnerability handling. All votes shall be recorded in the public Foundation registry.

No substantial part of the activities of the Foundation shall consist of carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise permitted by Section 501(h) of the Internal Revenue Code following an affirmative election by the Board), and the Foundation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

Notwithstanding any other provision of this Charter, the Foundation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.

The Foundation may accept qualified sponsorship payments under Section 513(i) of the Internal Revenue Code for its events, public publications, and educational programs. Sponsor acknowledgment is limited to the sponsor's name, logo, location, contact information, a neutral list or display of the sponsor's products or services, and a hyperlink to the sponsor's website. The Foundation shall not provide, in exchange for any payment, advertising, endorsements, qualitative or comparative product claims, calls to action, or exclusive provider designations.

Convention and trade-show activity at Foundation events is conducted as a qualified convention and trade-show activity within the meaning of Section 513(d) of the Internal Revenue Code, in furtherance of the Foundation's educational and scientific purposes.

The Foundation's annual Summit, training programs, public research, and educational publications are open to participation by members of the public on the same substantive terms offered to members, subject to reasonable cost-recovery fees, capacity limits, and the disclosure requirements applicable to quid-pro-quo contributions. Member-only sessions, where chartered, are limited to operational working-group activity (drafting, IP review, governance) and shall not constitute a parallel members-only program of the educational content offered to the public.

This Charter may be amended only by the affirmative vote of two-thirds of the Board of Directors following a public comment period of not less than thirty (30) days, and only in a manner consistent with the Foundation's status as an organization described in Section 501(c)(3) of the Internal Revenue Code.

Upon the dissolution of the Foundation, all Foundation specifications, registries, and reference implementations shall remain under their published open licenses in perpetuity. After paying or making provision for the payment of all liabilities of the Foundation, the Board of Directors shall distribute all remaining assets exclusively to one or more organizations that are then exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax law), and whose missions are consistent with the Foundation's educational and scientific purposes — including, where reasonably available, organizations operating open standards for the public benefit.