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Foundation Policy

Document type: Policy
Doc ID: POL-FOUNDATION
Status: Final v0.1
Release date: December 21, 2025
Author: Nicolas Turcotte, Founder
Source repo: dcorps-docs-public (docs/policy/POL-FOUNDATION.md)
Last updated: 2025-12-24

Scope: Governance, mission, and operating principles of the dCorps Foundation as a nonprofit steward of the protocol.

Status note: The dCorps Foundation has not been incorporated yet. This document describes design intention for a future foundation and does not represent an existing legal entity, charter, or executed governance arrangement.

1. Mission and scope

The planned dCorps Foundation is intended to:

  • steward the long-term health and neutrality of the dCorps protocol;
  • fund and support development, research, and ecosystem growth;
  • engage with regulators, jurisdictions, and partners on behalf of the ecosystem;
  • act as a bridge between on-chain governance and off-chain legal and financial realities.

The foundation does not control the protocol unilaterally; it operates within the bounds of on-chain governance decisions and legal obligations.

2. Board and committees

The foundation is intended to be overseen by a board of directors or trustees that:

  • sets strategic direction within the mission;
  • approves budgets and major commitments;
  • appoints and supervises executive leadership.

The board may establish committees (e.g. audit, grants, security) with:

  • clear charters and scopes;
  • defined membership and reporting lines;
  • no authority beyond that delegated by the board.

Board composition should:

  • include a mix of technical, legal, and ecosystem expertise;
  • reflect diversity of perspectives and geographies where feasible;
  • avoid concentrations of control that undermine neutrality.

3. Conflicts of interest and ethics

Board members, executives, and key staff:

  • disclose material conflicts of interest (e.g. large holdings, roles in partner organizations);
  • recuse themselves from decisions where conflicts are significant;
  • avoid using insider information for personal gain.

The foundation is intended to maintain:

  • a written code of ethics;
  • procedures for handling complaints or alleged misconduct;
  • transparency around any related-party transactions, subject to legal constraints.

4. Relationship to on-chain governance

The foundation:

  • may propose on-chain governance actions (upgrades, parameter changes, funding);
  • may execute on-chain decisions where off-chain actions are required (e.g. treasury disbursements, contracts);
  • must respect the outcomes of legitimate on-chain governance, subject to legal obligations and risk constraints.

In cases where legal obligations prevent the foundation from executing a governance decision as written:

  • it communicates constraints clearly and promptly;
  • it proposes alternative implementations or mitigations where possible;
  • it documents the divergence and rationale.

The long-term objective is to reduce reliance on any single legal entity, including the foundation, as decentralized governance and tooling mature.

5. Transparency, reporting, and audits

The foundation:

  • publishes annual reports summarizing activities, finances, and major decisions;
  • provides regular updates on grants, partnerships, and research initiatives;
  • undergoes independent financial audits as required by applicable law and best practices.

Where possible, the foundation:

  • uses the dCorps Hub itself for its own governance evidence and financial flows;
  • tags and reports its on-chain activity using standard schemas, serving as a reference implementation for others.

6. Current status (Phase 0A)

  • The foundation is not incorporated yet, and timing is not finalized (see docs/policy/POL-GOV-TRANSITION.md).
  • Any future incorporation details (jurisdiction, board, charter, conflict policies) will be published when finalized.
  • Any future IP stewardship or asset custody arrangements will be documented explicitly and should not be inferred from this policy.