The Kanecta trust deed

A1The Assets stay put Settled

The Assets may never leave the trust's control. The trust may not sell, transfer, assign, give away, exclusively license, mortgage, charge or otherwise encumber any of the Assets, to anyone, on any terms, by any mechanism — whether for profit, at cost, for a nominal sum or for nothing.

This does not stop the trust granting the Licence, or any other non-exclusive licence that is consistent with this deed.

A2No private benefit Settled

No person may receive any profit or private benefit from the trust or the Assets. This includes the settlor, every trustee, and anyone connected to them.

Paying a fair, market-rate wage or fee for real work actually done, and reimbursing actual expenses, is not a private benefit. Anything else is.

A3The source is always available Candidate

The complete source code of Kanecta, as held by the trust, must always be available to anyone who receives Kanecta, on the terms of the Licence.

Not yet decided whether this belongs in the sealed core or in Schedule 1.

A4The right to fork can never be removed Candidate

The Licence must always allow anyone to take a copy of Kanecta and develop it separately. The trust may never publish a version of the Licence that removes or narrows that right.

Not yet decided whether this belongs in the sealed core or in Schedule 1.

A5Only natural persons vote Candidate

Only natural persons may be Members or vote on anything under this deed. Organisations may support a Mutual or belong to it, but they never vote.

Not yet decided whether this belongs in the deed or in the Licence.

A6Supremacy Settled

Nothing added under Part D, nothing in Schedule 1, and nothing done by the trustees or the Members may alter, weaken or work around anything in Part A. If anything conflicts with Part A, Part A wins and the conflicting thing has no effect.

B1Hold the Assets

The trust holds the copyright, trade marks and domain names, and keeps registrations and renewals current.

B2Hold and publish the Licence

The trust publishes the Licence and the current price, and makes both freely available.

B3Hold the contribution agreements

The trust holds the agreements under which people and Mutuals assign their contributions to it. Every Mutual must assign to the trust all contributions it makes or accepts from others.

B4Register Mutuals

Any organisation that publishes the facts required by Schedule 1 and notifies the trust is registered. Registration is notification, not permission. The trust confirms the facts by reading what the organisation has published. It may not refuse, delay, or add conditions. Registered Mutuals appear on a public list.

If a Mutual's published facts stop meeting Schedule 1, it comes off the list automatically when the cure period in Schedule 1 runs out.

B5Host the code

The trust hosts a public copy of Kanecta and mirrors of each Mutual's main copy. It may record a pointer to the copy the Mutuals currently treat as the main one, but it never decides which copy that is. The trust has no editorial control over Kanecta.

B6Store the price

The trust receives the price-vote tallies submitted by Mutuals, adds them up by the rules in Schedule 1, publishes every tally and the result, and records the result as the price in the Licence. It does not choose the price, and it does not choose when or whether to vote.

B7Registration fees

The trust may charge Mutuals a registration fee set by Schedule 1, to cover its own running costs. The trust never receives Members' dues.

B8Enforce the copyright

The trust has standing to enforce the copyright and the Licence, and does so by instructing outside lawyers. It does not keep an in-house enforcement function.

B9The stored-default rule

Wherever this deed would otherwise need the trust to decide something about the Mutuals or the Members, a stored default applies instead, triggered by an objective condition. For example:

• If no valid price result is recorded for 24 months, the last recorded price continues.
• If no trustees can be drawn under Part C, the interim trustees' terms continue until they can.
• If a vote has nil turnout, the current position continues.

Where this deed is silent, the trust does nothing, and the current position continues.

C1Interim trustees

The first trustees are named in the signing schedule. There must be at least three, and a majority must be independent of the settlor. The settlor may be one of them but never holds any power the other trustees don't.

C2Moving to selection by lot

Once the trust has registered at least [N] Mutuals with at least [N] Members between them, each vacancy is filled by random draw from the pool in C3, and interim trustees step down one at a time as their terms end.

C3The pool

Trustees are drawn from Members who have opted in to the pool:

• two-thirds of seats from Contributors, and
• one-third from Members who have been in good standing for at least [two] years.

The draw, the pool and the result are published, and the draw uses a method anyone can check.

C4Terms and duties

Trustees serve fixed, staggered terms of [three] years and can't serve consecutive terms. Because the trustees' role is ministerial, being competent at following the rules is all that's required. The trust holds liability insurance for its trustees.

C5Appointment and removal

The power to appoint and remove trustees is not held by any person. Trustees are appointed only by the draw in C2. A trustee is removed only on an objective condition: their term ends, they stop being a Member, they're disqualified by law, or they fail to attend [three] consecutive meetings.

D1Who may extend

The Members may add to or change Schedule 1 by a vote triggered under the petition rule in Schedule 1 (S3) and passed by [two-thirds] of votes cast, with Contributors' votes weighted two-thirds and other Members' one-third.

D2What may be extended

Only Schedule 1. Nothing else in this deed can be changed by anyone.

D3What may never be touched

Part A, by A6. Any change that would weaken Part A has no effect.

E1The software is released

If the trust ends for any reason, every condition the Licence places on using Kanecta ends with it, and Kanecta becomes available to everyone under a permissive licence. The copyright is not transferred to anyone.

This is deliberate. Nobody is chosen to receive Kanecta, so there's nobody to choose wrongly, and no reason to bring the trust down in order to take it.

E2Everything else

Any remaining tangible property — money, equipment, domain and trade mark registrations — goes to one or more organisations that further open-source software or the digital commons, chosen by the final trustees. No such organisation may be connected with any trustee or the settlor.

F1When it can be used

Only if the trust has been legally unable to perform its functions in Part B for [twelve] consecutive months. That is a fact that can be checked, not a feeling that the trust has gone wrong.

F2How

The Members may, by a vote of at least [80%] of votes cast with turnout of at least [N]%, establish a new trust in another place on the same terms as this deed, including Part A unchanged, and the Assets move to it.

G1Look through

In applying this deed and the Licence, the trust looks at the substance of an arrangement, not its form. If a company, shell or chain of entities is used to avoid an obligation, the trust may treat the real beneficial party as the one responsible, and may challenge in court any Mutual that is in substance a vehicle for a for-profit organisation.

This never applies to a natural person's own declaration of hardship, which is never questioned.

S1What makes a Mutual

An organisation qualifies if its own published rules say that:

• it is non-profit and distributes no profit to anyone (following the profit rules in the Incorporated Societies Act 2022, whatever its legal form);
• it is controlled democratically by its members, one person one vote;
• the majority of its governing body are its workers;
• nobody may ever be refused membership;
• members can be expelled only for their conduct towards the organisation itself, never for who they are or what they do elsewhere;
• it assigns all Kanecta contributions it makes or accepts to the trust;
• it charges the price recorded in the Licence, and accepts hardship declarations without question;
• it publishes its price-vote tallies.

A Mutual may be in any country, and anyone in any country may join it.

If a Mutual's published rules stop meeting these criteria, it has [90] days to fix them before it comes off the list.

S2The price vote

• When: every year, as part of each Member's annual declaration. Nobody calls it.
• The question: one line — "The current price is X. What do you think it should be?"
• Counting: each Mutual counts its own Members' answers and submits a tally in the published format.
• Weighting: Contributors' answers carry two-thirds of the weight, other Members' one-third.
• Result: the weighted median of all answers. Candidate
• Publication: every Mutual's tally and the result are published, so anomalies are visible and can be challenged.
• Default: if no valid result is recorded, the current price continues (B9).

S3Petitions for new questions

A vote on anything other than the price happens only when at least [N]% of Members, or [N] Members, sign a petition for it. The petition sets the question. The trust administers the vote but never chooses whether to hold one or what it asks.

S4The annual declaration

Each Member confirms once a year, on a pre-filled form that takes about five minutes:

• which Mutual they belong to;
• that they've paid their dues, or that they're declaring hardship;
• the price they think Kanecta should be.

The declaration stays short. Adding a question to it requires the Part D process, and it may never carry more than [three] questions.