Money can fund the mission. It cannot buy a majority.
The proposed power structure, including how all 9 directors are selected and how the founding board gives up transitional power. Nothing here is binding until a legal entity lawfully adopts matching articles and policies; a conflict blocks activation.
01
Board composition — 3·3·3
9 directors, three classes. Sponsor-affiliated directors can hold at most 3 of 9 seats. Chair and treasurer always come from non-sponsor classes. No seat is bought: paid sponsorship confers recognition only.
3
Sponsor-class Directors
Seats reserved for directors with declared sponsor affiliation, so that affiliation is visible and capped rather than hidden. How they are selected is [BRACKETED] — contribution is not a route to them. They serve the Foundation's purpose, not any donor.
3
Ecosystem Directors
Elected by a non-pay-to-enter Ecosystem Council of materially active contributors and operators.
3
Independent Public-Interest Directors
Openly nominated and elected by a separate, non-pay-to-enter Public Interest Council.
No board exists today. The founding board is seated as part of formation — see what "in formation" means.
Which organ is which
A sihtasutus has two organs: a management board (juhatus) that runs it, and a supervisory board (nõukogu) that oversees it. The 9 seats described on this page are the nõukogu. They hold the approval powers set out below — annual budgets, endowment appropriations, and the exceptional draw — and the chair and treasurer are officers of that body. The juhatus manages day-to-day operations inside an approved budget and under the published authority matrix.
The size and composition of the juhatus are [BRACKETED]. The nõukogu mapping above is the working assumption, stated for the board to confirm rather than presented as settled: the powers this page already assigns to its 9 seats — approving budgets, approving appropriations, delegating routine payments to an executive — are supervisory-board powers, which is why the mapping reads this way. "Director" is the English public label for a member of the nõukogu; the Estonian organ name governs.
02
How all 9 seats are filled
No route depends on contribution size — not one of the 9. Selection never completes a legal appointment by itself; the adopted articles must give it effect.
Sponsor class
The selection route for these 3 seats is [BRACKETED]. The Sponsor Council that previously elected them is not constituted, and no route replaces it here: paying the Foundation buys no ballot, no candidacy, and no nomination. Sponsor affiliation remains a declared conflict throughout the term.
Ecosystem class
A published twelve-month contribution or operation threshold creates the electorate; payment cannot qualify a voter. The roster and challenges close before nominations. One person or control group casts one ranked ballot, and single transferable vote fills 3 seats.
Public-interest class
Anyone may nominate. A separate Public Interest Council elects by single transferable vote. Its public electorate is one person or delegate per control group with documented work in civil society, rights, consumer protection, privacy, security, open standards, or non-profit governance. Sponsors, paid operators, Foundation directors, grantees, contractors, and their control groups are excluded during a published lookback.
Founding transition
The proposers cannot invent a first election that never occurred. Initial directors are openly nominated transitional appointees, publish the same disclosures as later candidates, and serve no longer than 12 months. All three class elections must complete within 180 days after the first accepted contribution. The transitional board cannot approve an exceptional endowment draw, extend its own term, or weaken the election deadline. If successors are not lawfully seated on time, it stops new commitments and begins an orderly wind-down.
Exact electorate evidence, nomination windows, recounts, challenges, vacancies, removal, and legal appointment steps must appear in the adopted articles/election policy. Until then this is a design commitment, not an election system.
03
No sponsor electorate
There is no Sponsor Council. Sponsorship is unbundled from governance: paid tiers confer recognition and reporting, and nothing that can be voted with. No contribution at any level confers a seat on either organ, a vote, a nomination right, or influence over a grant decision — see what a contribution does not buy.
04
Budget and endowment rules
The board approves annual budgets and endowment appropriations. Routine payments inside an approved budget follow a published authority matrix; material unbudgeted commitments return to the board.
6/9
An annual budget or ordinary endowment appropriation needs at least 4 non-sponsor directors, including 2 Ecosystem and 2 Public-Interest Directors.
5%
Ordinary annual appropriations from the Permanent Endowment are capped at 5% of the average value measured at the previous 12 quarter-ends. No appropriation occurs before 4 complete quarter-ends; until 12 exist, every complete quarter-end is used.
7%
Up to 7% for one financial year requires 7 of 9 affirmative votes including at least 4 non-sponsor directors—at least 2 Ecosystem and 2 Public-Interest Directors—plus a published rationale and long-term-impact analysis. Distributions above 5% may not occur in more than 2 consecutive financial years.
A director with a conflict of interest must not participate in the related discussion or vote and is not counted toward quorum for that matter. Conflicts are recorded in the public conflict register.
Donor restrictions and accepted gift terms override the general spending policy. These percentages are proposed internal governance limits — not requirements of Estonian law — and are not yet legally in force.
What the foundation form forecloses
Three limits come with choosing a sihtasutus rather than an association. The Foundation states them here as its own commitments, in its own words, so a reader does not have to take them on trust from a statute they have not read.
No lending to insiders
The Foundation does not lend to the founder, to a member of either organ, or to anyone holding an equivalent economic interest, and it does not guarantee their obligations. It treats any such arrangement as having no force — not as something to be ratified afterwards.
Income serves the purpose
Income may be applied only to the purposes the articles state. No pocket of the Foundation's money sits outside that purpose, and none of it is discretionary in the sense of being free of it.
No unlimited-liability positions
The Foundation does not become a partner in a general partnership, nor a general partner in a limited partnership. It does not put the endowment behind another party's debts.
Stated as governance commitments, in the Foundation's voice. The wording is not a citation and is not a substitute for the articles; counsel confirms it against the act in force before the articles are notarised.
05
Fund classes
Four pockets, each with its own rules. Most of an unrestricted gift is current-use funding; a default share of it is endowed unless the donor declines that share — see the default split. The Foundation does not describe all initial funding as endowment.
| Class | What it may pay for |
|---|---|
| Founding Fund | Unrestricted founding contributions, available for current use: formation, security audits, conformance infrastructure, grants, legal and accounting costs, and other approved mission work. Expected to be substantially spent in the first three years. |
| Board-designated reserve | Longer-term resilience — invested, but releasable by the board when a release is justified. |
| Permanent endowment | The default share of every unrestricted gift, plus gifts a donor endows in full or so restricts. A donor may decline the default share. Funds nothing directly — ordinary appropriations are capped at 5% under the rule above. |
| Restricted | Purposes named by the donor at contribution, and nothing else. Accepted gift terms override the general policy. |
06
Founding capital, plainly
The Foundation expects to spend a meaningful portion of unrestricted founding capital during its first three years. Locking everything away permanently would starve the work it exists to fund.
Near-term money
Money expected to be spent within approximately 18 months is held in liquid, low-volatility assets.
Longer-term reserves
May use a diversified investment portfolio.
Permanent endowment
Invested for long-term total return. No returns are promised, and capital can decline.
An example, not an adopted budget: if the Foundation receives €100,000 of unrestricted founding capital — an illustration of a total raised, not a budget, not a tier, and not the annual grant target — it could place €70,000 in the Founding Fund for approximately three years of formation, audits, grants, and infrastructure, while allocating €30,000 to long-term reserves or permanent endowment. The final allocation will be published before any pledge converts.
Why not lock it all? At the 5% ordinary ceiling, a corpus of €100,000 — that same illustrative raise, if it were endowed in full — would support at most about €5,000 of appropriation a year, before the other legal, prudence, liquidity, restriction, and budget limits. That is one grant at the minimum grant size, which is coincidence rather than design: the two figures are set for unrelated reasons and neither follows from the other. It is also why the corpus target in capitalisation target is an order of magnitude larger. The Foundation therefore does not intend to lock all early funding permanently.
The final asset allocation, risk limits, custody arrangements, rebalancing rules, permitted assets, and fee limits will be documented in a public Investment Policy Statement before funds are invested.
07
How gifts reach the endowment
The endowment is built from ordinary giving, not only from gifts large enough to carry a name. Every unrestricted gift carries a default endowment share — and the donor may decline it.
The default split
Every unrestricted gift is divided on receipt: [BRACKETED]% to the permanent endowment, the remainder to the Founding Fund for current work. The endowment portion is optional. A donor may decline it at the point of giving — one election, no justification required, no follow-up question — and the whole gift is then credited to the Founding Fund. A donor may instead elect to endow the entire gift.
Gifts already restricted by the donor to a specific programme are not split. Donor restrictions and accepted gift terms override this rule, exactly as they override the general spending policy.
Where the election is recorded: there is no giving form, because no money is accepted yet. Until one exists, the election is stated in the pledge email and repeated in the countersigned acceptance, so both sides hold the same record. A giving flow that captures the election at the moment of payment has not been built, and this page will say where it lives once it has.
Minimums, and where they do not apply
There is no minimum for giving to the Foundation. Small unrestricted gifts are welcome and are credited to the Founding Fund. The two thresholds below apply only to gifts designated for the endowment and to named funds.
| Threshold | Amount | Below it |
|---|---|---|
| Endowment-designated gift | [BRACKETED] EUR | The designation is declined at acceptance and the gift is credited to the Founding Fund instead. Opening, valuing, and reporting a permanently restricted balance costs more than such a gift is worth. |
| Named Fund | [BRACKETED] EUR | No Named Fund is opened. The gift is still accepted and still counts. |
The endowment-designated minimum is measured on the endowment portion of a gift however that portion arises — by the default split as much as by a donor's election. A Named Fund is a named accounting sub-fund inside the permanent endowment; it confers recognition and nothing else.
What a contribution does not buy
No level of contribution confers a board seat, a vote, a nomination right, or any influence over grant decisions. Named Fund donors may make recommendations; recommendations are non-binding and the board is free to decline them. No donor receives goods, services, preferential terms, or any other financially appraisable benefit in return for a gift.
Control-group disclosure for directors, sponsors, grantees, and vendors is in concentration and accountability. A director with a conflict of interest does not take part in the discussion or the vote and is not counted toward quorum for that matter, under budget and endowment rules; every recusal is recorded in the public conflict register.
These are proposed internal governance limits — not requirements of Estonian law — and are not yet legally in force.
08
Capitalisation target
What the endowment is being built toward, what that much corpus would actually pay for, and how far along it is.
€1,000,000
Corpus target
The permanent endowment balance the Foundation is building toward.
≈€50,000
What it produces a year
At the 5% ordinary ceiling — roughly half the €100,000 the Foundation aims to grant each year. That annual grant target is a spending figure; it is unrelated to the €100,000 illustrative raise in founding capital and to the Principal Endowment tier floor.
≈€2,000,000
To endow the target fully
The corpus that would fund the whole €100,000 target from ordinary appropriations alone.
Until the corpus reaches the target, the rest of the annual grant budget is funded from current-year donations. Reaching the target does not enlarge the draw: every distribution from the permanent endowment stays inside the 5% ordinary and 7% exceptional ceilings set out in budget and endowment rules. Nothing on this page creates another route to the corpus.
Progress
Current corpus
[BRACKETED]
Share of target
[BRACKETED]
Measured at
[BRACKETED]
Refreshed with each quarterly report and restated in the annual report, from the first period of legal existence — see Reports. No entity, custody arrangement, or corpus exists today.
When a gift first funds a grant
No appropriation occurs before 4 complete quarter-ends, so a gift endowed today produces no grant budget in its first year — the averaging method is in budget and endowment rules.
The target is a proposed internal governance objective — not a requirement of Estonian law, not a forecast of investment returns, and not yet in force.
09
Minimum grant size
A floor under every grant, and the ceiling that floor implies.
€5,000
Minimum grant
Below this size, application review, disbursement, and reporting overhead consume a disproportionate share of the grant's value — for the Foundation and for the recipient alike. That is the reason; there is no better one.
20
Grants per financial year, at most
At the €100,000 annual grant budget target. A ceiling implied by the arithmetic — not a quota the board must fill, and not a commitment to award anything.
The board may set a lower threshold for a specifically designated micro-grant or bounty programme. No such programme exists, and none is proposed here.
Grants are paid from an approved annual budget. The minimum creates no distribution from the permanent endowment outside the appropriation ceilings.
These are proposed internal governance limits — not requirements of Estonian law — and are not yet legally in force.
10
Which document wins
A public draft cannot choose whichever conflicting sentence is convenient.
- Applicable law, registry filings, and the lawfully adopted articles of the sihtasutus for legal authority.
- Executed contribution agreements, restrictions, employment/procurement contracts, and other signed legal commitments for their parties.
- Adopted board policies and resolutions within the authority granted above.
- The machine-readable proposed constants in `foundation-policy.json` for this website's pre-formation proposal.
- Pinned `onym-system` profiles and the whitepaper as draft architecture.
- Website summaries and promotional copy as non-normative explanation.
Before formation, levels 1–3 do not yet create a Foundation policy. If two public drafts conflict, activation fails closed: no contribution converts and no affected vote or payment occurs until the authoritative texts are reconciled and re-consented.
11
Concentration and accountability
Disclosure does not make vertical control harmless, but hidden control is unacceptable.
Control-group disclosure
Every director, sponsor, grantee, auditor, catalog, and material vendor discloses beneficial control, affiliates, and relevant common infrastructure. One control group cannot occupy more than one board seat.
Grant and procurement record
Every proposal identifies recipient control, seat overlap, cloud/custody dependencies, conflicts, alternatives, milestones, and the incident owner before approval.
One complaint path
Every Foundation-funded service agreement names a customer-facing incident coordinator. Bounded technical authority does not excuse fragmented diagnosis or notification.
The Foundation cannot supply route-level accountability for software it does not operate. It can fund that protocol work, require it in grants, and own coordination for Foundation-controlled resources. See the institutional remediation plan.
12
Fiduciary note
Sponsor-class directors serve the Foundation's purpose, and no donor qualified them into the seat. Removal and special-election rules apply. The public drafts are the sponsor boundary and the Onym Foundation profile; known inconsistencies are visibly flagged.
13
Legal form — Estonian sihtasutus
A sihtasutus: a foundation under Estonian law. It has no members, no membership vote, and no shareholders. Assets are bound to the purpose stated in its articles, and the articles are governed by Estonian law.
The Estonian legal name must carry the sihtasutus designation; the English public name stays "Onym Foundation". The registered Estonian name is [BRACKETED].
Current state: not established. No entity, no registry entry, no bank account exists yet. The registry entry will be published on this site when it exists. Until then, the project is run by its founding proposers — reachable at lead@onym.app. Final articles, gift terms, investment policy, and tax treatment require Estonian legal and accounting review before the Foundation accepts money.
Founder rights
A sihtasutus has a founder, and the articles decide what the founder may do afterwards. The founder is [BRACKETED]. The rights reserved to the founder are [BRACKETED].
This matters more than it looks. Concentrating founder rights in the sponsor, or in one person, would hollow out everything else on this page: a body whose composition or articles can be reshaped by a single reserved right is not independent, whatever its seat arithmetic says. The articles limit those rights. The limitation is not drafted here, and it is not for this website to invent.
Circle of beneficiaries
The articles must define the circle of beneficiaries — soodustatud isikud. That definition is [BRACKETED]. It is a question for counsel, not a drafting exercise for this page, because the definition reaches further than it appears to.
Amending the articles
What makes a permanent endowment permanent is not the word "permanent" — it is how hard the articles are to change. The articles may be amended [BRACKETED], by [BRACKETED]. The endowment provisions, including the appropriation ceilings in budget and endowment rules, are subject to that procedure and to donor restrictions accepted in writing.
These are proposed internal governance limits — not requirements of Estonian law — and are not yet legally in force.
14
What "in formation" means
The sequence to legal existence. This page updates as each step completes.
- Sihtasutus registered in Estonia — not yet
- Custody arrangements in place — not yet
- Policies adopted — not yet
- Founding nõukogu and juhatus seated — not yet
- Upstream and local money/vote rules reconciled — not yet
- All three election classes and transition adopted — not yet
- Budget, custody, conflicts, incident, complaint, and control-group registers published — not yet
- Founding round opens for conversion — not yet