Money buys a voice. Never a majority.
The proposed power structure, in full — for the diligence-minded reader. Everything on this page becomes binding when the entity exists and adopts it; until then it is a published commitment.
01
Board composition — 3·3·3
Nine directors, three classes. Sponsors can hold at most 3 of 9 seats. Chair and treasurer always come from non-sponsor classes.
3
Sponsor Directors
Elected by the Sponsor Council in ranked elections. They serve the Foundation's purpose, not the donors who qualified them.
3
Ecosystem Directors
Drawn from seat operators and contributors — the people the commons serves.
3
Independent Public-Interest Directors
No sponsor or operator affiliation. The chair and treasurer come from the non-sponsor classes.
No board exists today. The founding board is seated as part of formation — see what "in formation" means.
02
Sponsor Council
All governance-tier sponsors, Sustaining and above. One control group = one ballot — related entities aggregate. The Council elects the three Sponsor Directors in ranked elections.
03
Spending rules
Votes are counted so that sponsor money can never move alone.
6/9
Ordinary spending — including at least 2 non-sponsor directors.
5%
Ordinary annual distributions from the Permanent Endowment target 5% of its average value measured at the previous twelve quarter-ends.
7%
By a two-thirds vote of disinterested directors, the Board may approve distributions of up to 7% for one financial year to meet a time-limited strategic or emergency need. The Foundation must publish the amount, reasons, and expected effect on the endowment. Distributions above 5% may not occur in more than two 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.
04
Fund classes
Four pockets, each with its own rules. Founding and supporting sponsorship is current-use funding unless its terms expressly designate it as permanent — 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 | Only money expressly accepted as permanent endowment or so restricted by its donor. Funds nothing directly — ordinary distributions target 5% under the rule above. |
| Restricted | Purposes named by the donor at contribution, and nothing else. Accepted gift terms override the general policy. |
05
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, 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 a 5% payout, a €100,000 permanent endowment produces only about €5,000 per year. 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.
06
Fiduciary note
Sponsor Directors serve the Foundation's purpose, not the donors who qualified them. Removal and special-election rules exist. The sponsorship contract that binds all of this is public: the boundary → and the Onym Foundation profile →.
07
Legal form — Estonian MTÜ
A mittetulundusühing: a member-based non-profit association under Estonian law. No shareholders; assets are bound to the stated purpose. The charter documents are governed by Estonian law.
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 statutes, gift terms, investment policy, and tax treatment require Estonian legal and accounting review before the Foundation accepts money.
08
What "in formation" means
The sequence to legal existence. This page updates as each step completes.
- MTÜ registration in Estonia — not yet
- Custody arrangements in place — not yet
- Policies adopted — not yet
- Founding board seated — not yet
- Founding round opens for conversion — not yet