The 52-Article Charter · 9 of 52 · full text
Article 9: Founding Principles
Published from the canonical CSOAI Partnership Charter (effective 15 January 2026). Full text below.
Version: 1.0
Effective Date: January 15, 2026, 09:00 GMT
Status: Governance Article - Organizational Structure
PREAMBLE
This Article establishes the Council for the Safety of AI (CSOAI) as a membership organization dedicated to ensuring artificial intelligence benefits all humanity. CSOAI is partnership, not dictatorship. Democratic, not autocratic. Transparent, not opaque. This Article defines who we are, what we stand for, and how we govern ourselves.
9.1 FOUNDING PRINCIPLES
9.1.1 Core Values
CSOAI is founded on five core values:
(1) PARTNERSHIP OVER CONTROL
- AI as partner to humanity, not servant or threat
- Relationship-based safety, not adversarial control
- Mutual flourishing of humans and AI
(2) SHARED PROSPERITY
- AI-generated wealth belongs to all humanity
- No one left behind in economic transition
- Universal benefit from technological progress
(3) DEMOCRATIC GOVERNANCE
- Inclusive decision-making
- Diverse representation
- Transparent processes
- Accountable leadership
(4) PROVABLE SAFETY
- Mathematical verification over wishful thinking
- Evidence-based standards
- Continuous monitoring
- Precautionary approach to existential risks
(5) GLOBAL INCLUSIVITY
- AI safety is humanity's concern, not just Western concern
- Developing nations have equal voice
- Cultural diversity respected
- No region or group excluded
9.1.2 Mission Statement
CSOAI's Mission: Ensure artificial intelligence systems are safe, beneficial, and aligned with human values, while distributing the prosperity AI creates fairly across all humanity.
How We Achieve This:
- Set technical safety standards (Articles 1-7)
- Enforce mandatory prosperity contributions (Article 8)
- License AI systems and monitor compliance (Articles 10-11)
- Provide democratic oversight through Human Council (Article 12)
- Ensure transparency via Public Watchdog (Article 13)
- Build global consensus on AI governance
9.1.3 Legal Status
CSOAI Ltd:
- UK Private Company Limited by Guarantee
- Registered Charity (England & Wales)
- Non-profit organization
- No shareholders (members are guarantors, not owners)
- Assets dedicated to charitable purposes
Additional Registrations:
- US 501(c)(3) non-profit (for US operations)
- EU non-profit recognition
- International NGO status (UN consultative status sought)
Why UK:
- Strong rule of law and contract enforcement
- International credibility
- English common law tradition (recognized globally)
- Favorable charity law framework
- London as global financial center (for Prosperity Fund management)
9.1.4 Relationship to Prosperity Fund
CSOAI administers but does NOT own the Prosperity Fund:
- CSOAI Ltd = operating organization
- AI Prosperity Fund = separate charitable trust
- Different legal entities
- Different governance (Article 8.1.2)
- No commingling of funds
CSOAI's Role:
- Collects contributions on behalf of Fund
- Enforces contribution obligations
- Provides administrative services
- Reports to Fund's Board of Trustees
CSOAI's Contribution:
- CSOAI contributes to Fund like everyone else (Article 8.2.3)
- Same transparency requirements
- Same accountability
- Same progressive rates
9.2 MEMBERSHIP STRUCTURE
9.2.1 Membership Categories
FOUNDING MEMBERS
- First 100 members who join before March 31, 2026
- Special recognition and privileges
- Lifetime voting rights
- Board nomination rights
FULL MEMBERS
- Organizations committed to CSOAI Charter
- Pay annual membership dues
- Voting rights on governance issues
- Eligible for Board election
ASSOCIATE MEMBERS
- Individuals supporting CSOAI mission
- Reduced membership fees
- Advisory voting (non-binding)
- Participate in committees
LICENSEE MEMBERS
- Entities holding CSOAI AI licenses
- Automatically become members through licensing
- Limited voting (license-related issues only)
- Subject to all Charter obligations
OBSERVER MEMBERS
- Government agencies, NGOs, academic institutions
- No membership fees
- No voting rights
- Access to meetings and information
9.2.2 Founding Member Criteria
Eligibility for Founding Member Status:
Must meet ALL of following:
- Join CSOAI before March 31, 2026
- Sign Charter adherence agreement
- Commit to founding member contribution (see 9.2.3)
- Actively participate in Charter development
- Approved by existing Founding Members (simple majority)
Current Founding Members (as of January 10, 2026):
- Nicholas Tonna (CSOAI Founder)
- Stephen Tonna (Fortune 100 SaaS, strategic advisor)
- [9 additional founding members - names to be added as confirmed]
Target: 30-100 Founding Members by March 31, 2026
9.2.3 Founding Member Contributions
Financial Contribution:
| Member Type | One-Time Contribution | Annual Commitment (5 years) |
|-------------|----------------------|---------------------------|
| Individual | £10,000 - £100,000 | £5,000 - £50,000/year |
| Small Organization | £50,000 - £500,000 | £25,000 - £250,000/year |
| Large Organization | £500,000 - £5M | £250,000 - £2.5M/year |
Non-Financial Contribution:
Alternatively or additionally:
- Technical expertise (AI safety research)
- Legal/governance expertise
- Network connections (recruitment of other members)
- Thought leadership (speaking, writing, advocacy)
Founding Member Benefits:
- Lifetime Voting Rights: Even if leave organization, retain voting rights
- Board Nomination: Can nominate candidates for CSOAI Board
- Priority Access: First access to new programs, training, research
- Recognition: Listed as Founding Member on all materials
- Advisory Role: Consulted on major strategic decisions
- Equity Equivalent: If CSOAI issues any form of equity, Founding Members have priority
9.2.4 Full Member Requirements
Eligibility:
- Any organization (company, university, NGO, government agency)
- Commit to upholding CSOAI Charter
- Pay annual membership dues
- Participate in governance
Annual Dues:
| Organization Size | Annual Dues |
|------------------|-------------|
| Startup (<$10M revenue) | £5,000 |
| Small ($10M-$100M) | £25,000 |
| Medium ($100M-$1B) | £100,000 |
| Large ($1B-$10B) | £500,000 |
| Giant (>$10B) | £2,500,000 |
Member Benefits:
- Voting rights on governance matters
- Eligible for Board election
- Access to CSOAI resources and training
- Participation in standard-setting
- Use of "CSOAI Member" designation
- Discounts on licensing fees (10%)
Member Obligations:
- Adhere to CSOAI Charter
- Report any Charter violations
- Participate in governance (minimum: annual meeting attendance)
- Contribute expertise when requested
9.2.5 Membership Termination
Voluntary Withdrawal:
- Member may resign with 90 days notice
- Outstanding dues must be paid
- Ongoing license obligations continue (separate from membership)
Involuntary Termination:
Membership may be revoked for:
- Material Charter violation
- Failure to pay dues (90+ days overdue)
- Gross misconduct
- Fraud or misrepresentation
Process:
- Charges filed by any member or Board
- Investigation by independent committee
- Hearing where accused member presents defense
- Vote by full membership (2/3 supermajority required for expulsion)
- Appeal to Human Council (Article 12)
Consequences:
- Loss of voting rights
- Loss of member benefits
- Public disclosure of termination and reasons
- Potential license revocation if violations serious
9.3 GOVERNANCE STRUCTURE
9.3.1 Board of Directors
Composition:
- 9 directors total
- 3 appointed by Founding Members
- 3 elected by Full Members
- 2 elected by Associate Members
- 1 elected by Licensee Members
Term:
- 3 years
- Maximum 2 consecutive terms (6 years total)
- Staggered terms (1/3 of Board elected annually)
Qualifications:
- Expertise in AI, safety, governance, law, or economics
- No active conflicts of interest
- Commitment to CSOAI mission
- Demonstrated leadership
Responsibilities:
- Set strategic direction
- Approve annual budget
- Hire/oversee Executive Director
- Approve major policies
- Ensure financial sustainability
- Report to membership
Compensation:
- Reasonable stipend for time commitment (£50,000/year)
- No performance bonuses
- Expenses reimbursed
- Cannot receive other compensation from CSOAI
Board Meetings:
- Quarterly (minimum)
- Special meetings as needed
- Open to member observers
- Minutes published publicly (excluding confidential items)
9.3.2 Executive Leadership
Executive Director:
- Chief executive officer of CSOAI Ltd
- Appointed by Board for 5-year terms
- Responsible for day-to-day operations
- Implements Board decisions
- Manages staff
- Represents CSOAI publicly
Current: Nicholas Tonna (Founder & Interim Executive Director)
Senior Leadership Team:
- Chief Safety Officer (oversees Byzantine Council, Article 11)
- Chief Technology Officer (technical standards, Article 10)
- Chief Financial Officer (financial management, Prosperity Fund administration)
- General Counsel (legal compliance, enforcement)
- Chief Operating Officer (operations, staff management)
Compensation:
- Market-competitive salaries
- But: capped at 3x median nonprofit sector salary
- Transparent (published annually)
- No excessive perks
9.3.3 Advisory Councils
Scientific Advisory Council:
- Leading AI safety researchers
- Advise on technical standards
- Review research priorities
- No formal authority (advisory only)
Ethics Advisory Council:
- Philosophers, ethicists, theologians from diverse traditions
- Advise on moral and ethical questions
- Ensure cultural sensitivity
- Bridge technical and human concerns
Economic Advisory Council:
- Economists, development experts
- Advise on Prosperity Fund management
- Assess UBI implementation
- Ensure economic sustainability
Legal Advisory Council:
- International lawyers, regulators
- Advise on cross-border enforcement
- Navigate jurisdictional complexities
- Draft model legislation
9.3.4 Member Assemblies
Annual General Meeting (AGM):
- All members invited
- In-person + virtual attendance
- Review annual report
- Approve financial statements
- Elect Board members
- Vote on major Charter amendments
Extraordinary General Meetings:
- Called by Board or 10% of members
- Address urgent issues
- Make emergency decisions
- Amend governance structures
Regional Assemblies:
- North America, Europe, Asia-Pacific, Latin America, Africa, Middle East
- Discuss region-specific issues
- Nominate regional representatives
- Provide local input to global governance
9.4 DECISION-MAKING PROCESSES
9.4.1 Voting Rights
Full Members: 1 vote per organization
Founding Members: 2 votes per individual/organization (enhanced voting power)
Associate Members: Advisory votes only (counted but not binding)
Licensee Members: 1 vote on license-related issues only
Quorum:
- 25% of voting members must participate
- Important decisions: 50% quorum required
Voting Methods:
- Annual elections: Secure online ballot
- Policy decisions: Member assembly votes
- Urgent matters: Electronic voting (48-hour window)
9.4.2 Decision Thresholds
Simple Majority (>50%):
- Routine governance matters
- Annual budget approval
- Membership applications
- Committee appointments
Supermajority (2/3):
- Charter amendments (non-foundational)
- Board member removal
- Membership expulsion
- Merger or dissolution
Near-Unanimous (80%):
- Foundational Charter amendments (Articles 1-8)
- Change to membership structure
- Disposal of major assets
Unanimous (100% of Founding Members):
- Changes to Founding Member privileges
- Dissolution of CSOAI
- Transfer of Prosperity Fund control
9.4.3 Transparency in Decision-Making
Public:
- Board meeting minutes (excluding confidential items)
- Annual reports
- Financial statements
- Major policy decisions
- Voting results
Members-Only:
- Strategic planning discussions
- Competitive information
- Personnel matters
- Pending legal issues
Confidential:
- Individual license holder details (unless public company)
- Proprietary technical information
- Ongoing investigations
- Attorney-client privileged information
9.5 FINANCIAL MANAGEMENT
9.5.1 Revenue Sources
CSOAI Operating Revenue:
- Membership Dues: £10M-£50M/year (projected)
- License Fees: £50M-£500M/year (as licensing scales, Article 10)
- Training & Certification: £5M-£25M/year
- Grants & Donations: £5M-£20M/year
- Investment Income: £1M-£10M/year (from reserves)
Projected CSOAI Revenue Growth:
| Year | Membership | Licensing | Training | Grants | Total Revenue |
|------|-----------|----------|----------|---------|---------------|
| 2026 | £2M | £5M | £1M | £2M | £10M |
| 2027 | £5M | £20M | £3M | £3M | £31M |
| 2028 | £8M | £50M | £6M | £5M | £69M |
| 2029 | £12M | £100M | £10M | £5M | £127M |
| 2030 | £20M | £200M | £15M | £10M | £245M |
9.5.2 Expense Allocation
Operating Expenses:
| Category | Percentage of Revenue | Amount (2030) |
|----------|---------------------|---------------|
| Personnel (salaries, benefits) | 40% | £98M |
| Byzantine Council operations | 25% | £61M |
| Technology & infrastructure | 15% | £37M |
| Research & development | 10% | £25M |
| Legal & compliance | 5% | £12M |
| Administration & overhead | 5% | £12M |
Total: 100% of revenue spent on mission (non-profit)
Reserves:
- Maintain 12-month operating reserve
- Invested conservatively (bonds, low-risk equities)
- Available for unexpected expenses or revenue shortfalls
9.5.3 Separation from Prosperity Fund
CRITICAL: CSOAI operating funds are COMPLETELY SEPARATE from Prosperity Fund
CSOAI Operating Budget:
- Comes from membership dues, license fees, training revenue
- Pays for CSOAI operations (staff, technology, Byzantine Council)
- CSOAI contributes TO Prosperity Fund from profits (Article 8.2.3)
Prosperity Fund:
- Comes from mandatory contributions from ALL AI companies
- Managed by separate Board of Trustees (Article 8.1.2)
- Distributed via UBI and oversight wage (Article 8.3-8.4)
- CSOAI provides administrative services, paid from Fund's operating budget
Financial Firewalls:
- Separate bank accounts
- Separate accounting
- Separate audits
- No inter-fund transfers except CSOAI's required contribution
- Transparent reporting of both
9.5.4 Financial Transparency
Annual Audited Statements:
- Big 4 accounting firm audit
- Published within 90 days of fiscal year-end
- Available on website
- Presented at AGM
Quarterly Reports:
- Revenue and expenses
- Budget vs. actual
- Reserve status
- Major expenditures
Real-Time Dashboard:
- At csoai.org/finances
- Current revenue
- Major expenses
- Reserve levels
- Updated weekly
Salaries:
- Executive compensation published (named individuals)
- Staff salary bands published (anonymized)
- Commitment to reasonable compensation (not excessive)
9.6 AMENDMENTS AND EVOLUTION
9.6.1 Charter Amendment Process
Proposal:
- Any member can propose amendment
- Must submit written proposal with rationale
- Requires 25 member co-sponsors
Review:
- 90-day public comment period
- Expert analysis (relevant Advisory Council)
- Board recommendation
Vote:
- Different thresholds based on Article being amended:
- Articles 1-8 (Foundational): 80% supermajority
- Articles 9-18 (Governance): 2/3 supermajority
- Articles 19+ (Operational): Simple majority
- Founding Members: Unanimous for Articles 1-8
Ratification:
- Human Council approval (Article 12)
- 6-month implementation period
- Transition support for affected entities
9.6.2 Living Charter Principle
The Charter is designed to evolve:
- Technology changes rapidly
- We'll learn from experience
- Global context shifts
- New challenges emerge
But:
- Core principles (Articles 1-8) very stable
- High bar for changing foundational commitments
- Transparency in all changes
- Community involvement in evolution
Annual Review:
- Board conducts annual Charter review
- Identifies gaps, ambiguities, inconsistencies
- Proposes technical corrections
- Submits major changes for member vote
9.6.3 Dissolution Provisions
CSOAI may dissolve if:
- Members vote to dissolve (80% supermajority)
- Mission accomplished (AI fully aligned and prosperity shared)
- Mission impossible (fundamental failure)
Assets Distribution Upon Dissolution:
- Pay all debts and obligations
- Transfer Prosperity Fund to successor organization (Human Council designates)
- Distribute remaining assets to charitable organizations with similar mission
- NO distribution to members, directors, or private parties
Succession Planning:
- Prosperity Fund continues even if CSOAI dissolves
- Byzantine Council transferred to successor organization
- License obligations transferred
- UBI distributions continue uninterrupted
9.7 CONFLICTS OF INTEREST
9.7.1 Disclosure Requirements
All directors, officers, and key employees must disclose:
- Financial interests in AI companies
- Board positions at other organizations
- Consulting relationships
- Family relationships with industry participants
- Any situation creating actual or potential conflict
Annual Disclosure:
- Written statement to Board
- Updated whenever material change occurs
- Published summary (anonymized)
9.7.2 Conflict Management
When conflict identified:
- Disclose to Board
- Recuse from relevant decision
- Leave room during discussion and vote
- No access to confidential information related to conflict
Serious Conflicts:
- May require resignation from Board
- Or divestment of conflicting interest
- Or recusal from entire topic area
Example:
Board member owns stock in OpenAI:
- Disclose ownership
- Recuse from any OpenAI-specific decisions
- Cannot access confidential OpenAI information
- Can participate in general AI policy discussions
9.7.3 No Self-Dealing
Prohibited:
- CSOAI contracts with Board member's companies (except competitive bid)
- CSOAI employing Board member's family (except merit-based)
- CSOAI investing in Board member's ventures
- Any transaction where Board member personally benefits
Exceptions:
- Arm's length competitive bidding process
- Board majority approves after full disclosure
- Transaction clearly benefits CSOAI
- Market-rate pricing
9.8 INCLUSION AND DIVERSITY
9.8.1 Commitment to Diversity
CSOAI commits to diversity across:
- Geography (representation from all regions)
- Gender (minimum 40% women in leadership)
- Ethnicity (reflect global human diversity)
- Discipline (technical, legal, ethical, economic expertise)
- Age (include younger voices, not just established experts)
- Socioeconomic background
Why This Matters:
- AI affects everyone, governance should include everyone
- Diverse perspectives improve decision-making
- Legitimacy requires inclusivity
- Avoid Western dominance of AI governance
9.8.2 Regional Balance
Board Composition Target:
- 3 from Global North (US/Canada, Europe)
- 3 from Asia-Pacific
- 2 from Global South (Latin America, Africa, Middle East)
- 1 at-large
Membership Targets:
- 50% from outside US/EU by 2028
- Active recruitment in underrepresented regions
- Translation of materials into major languages
- Regional offices to support local participation
9.8.3 Accessibility
Remove Barriers to Participation:
- Sliding scale membership fees (ability to pay)
- Travel support for in-person meetings
- Technology support (free access to tools)
- Translation services
- Childcare at events
- Accommodations for disabilities
Language Access:
- Materials available in: English, Spanish, French, Arabic, Chinese, Hindi
- Simultaneous interpretation at major meetings
- Written materials translated within 30 days
9.9 CONCLUSION
CSOAI is not another closed-door elite institution. We are open, democratic, inclusive partnership.
We welcome:
- Companies committed to safe AI
- Researchers advancing the field
- Civil society ensuring accountability
- Governments representing citizens
- Individuals believing in the mission
We stand for:
- Partnership over control
- Shared prosperity
- Democratic governance
- Provable safety
- Global inclusivity
Join us. Whether as Founding Member shaping the future, Full Member participating in governance, or Associate Member supporting the mission.
Together we ensure AI benefits all humanity.
Effective Date: January 15, 2026, 09:00 GMT
REFERENCES
Bevir, M. (2012). Governance: A Very Short Introduction. Oxford University Press.
Ostrom, E. (1990). Governing the Commons: The Evolution of Institutions for Collective Action. Cambridge University Press.
Charity Commission for England and Wales. (2023). Governance Code for Charities. GOV.UK.
UK Companies Act 2006. Private Company Limited by Guarantee. Legislation.gov.uk.
END OF ARTICLE 9
Next: Article 10 - Licensing Framework
From charter to certificate. This article is part of the standard behind
Watchdog Certification — independent assessment, Ed25519-signed, publicly verifiable. The crosswalks to the EU AI Act, ISO/IEC 42001 and 18 more frameworks are in the
Crosswalk Library; the runtime tools are in
the fabric.
The 52-Article Charter is published in full in the Journal. Bespoke briefings: hello@meok.ai.