# GOVERNANCE_FRAMEWORK.md

# Standards Body Governance Framework

**Project:** Standards Body  
**Primary domain:** standardsbody.ai  
**Core line:** Foundations for Frontier AI  
**Document type:** Canonical governance constitution, decision-rights framework, accountability system, and institutional-control architecture  
**Version:** 1.0  
**Status:** Approved foundational source  
**Document owner:** Standards Body  
**Present institutional stage:** Independent foundational research and institutional design  
**Applies to:** Project governance, future nonprofit governance, governing-board design, executive authority, councils, committees, standards processes, evaluation programs, assurance relationships, funding, conflicts, participation, appeals, security, records, partnerships, institutional transitions, and public claims  
**Related canonical sources:** `PROJECT_IDENTITY.md`, `PROJECT_MANIFESTO.md`, `INSTITUTION_DESIGN.md`, `FOUNDATIONS.md`, `FOUNDATIONS_APPENDIX.md`, `TERMINOLOGY.md`, `EVIDENCE_STANDARDS.md`, `RESEARCH_METHODOLOGY.md`, `TAXONOMY.md`, `EVALUATION_PHILOSOPHY.md`, and the eight foundation papers  
**Research basis reviewed through:** July 16, 2026  
**Review cycle:** Annual review, with event-triggered revision after any material change in legal status, governing structure, authority, institutional stage, standards role, evaluation role, funding model, conflict architecture, security posture, appeals structure, or public-interest obligations  

---

## Authority Note

This document defines the internal governance framework of Standards Body and the recommended governance constitution for a possible future institution.

It does not establish that Standards Body is currently:

- A government agency
- A regulator
- A statutory standards authority
- A formally recognized standards-development organization
- An accreditation body
- A certification body
- A conformity-assessment body
- A licensing authority
- A public enforcement body
- An international organization
- A representative of governments, industry, civil society, evaluators, developers, or the public as a whole

Nothing in this framework creates legal authority that does not otherwise exist.

Nothing in this framework authorizes Standards Body to:

- Approve or prohibit an AI system
- issue an official safety determination
- impose a binding public requirement
- accredit an evaluator
- certify an AI system
- grant a legal license
- impose public-law sanctions
- make a binding legal interpretation
- claim international consensus

The framework is designed to govern the project's own work and to define the institutional controls that would be required before any future expansion of role.

Where applicable law, fiduciary duty, contract, recognized standards rules, or a future charter imposes a stronger requirement, the stronger requirement governs.

---

## Document Purpose

This document establishes the complete governance framework of Standards Body.

It defines:

- The governing principles of the project
- The constitutional hierarchy of documents
- The allocation of decision rights
- The relationship among the founder, governing board, executive secretariat, councils, committees, working groups, contributors, members, funders, partners, evaluators, and affected parties
- The difference between advisory, recommending, approving, fiduciary, executive, review, and appeal authority
- Board composition, independence, nomination, appointment, terms, removal, and succession
- Executive authority, delegation, supervision, and limits
- Committee mandates and interdependencies
- Standards-development governance
- Evaluation and protocol governance
- Assurance and recognition governance
- Conflict-of-interest rules
- Funding independence
- Transparency, confidentiality, records, and public accountability
- Voting, consensus, quorum, dissent, and deadlock
- Complaints, appeals, corrections, and whistleblowing
- Security and emergency authority
- International and public-interest participation
- Governance performance, audit, maturity, and review
- Institutional transition, amendment, succession, merger, transfer, and dissolution

This document is the canonical Layer 3 governance source.

Where a future specialist governance policy provides more detailed operational procedures, that policy should remain consistent with this framework.

`PROJECT_IDENTITY.md` governs matters of present identity, mission, authority, and public positioning.

`INSTITUTION_DESIGN.md` governs the broader allocation of institutional functions.

This document governs how Standards Body makes, reviews, limits, records, and corrects decisions.

---

# Executive Summary

Frontier AI standards and evaluation institutions exercise power even when they lack formal regulatory authority.

They decide:

- Which capabilities matter
- which harms receive attention
- which evidence is considered credible
- which experts are selected
- which tasks remain hidden
- which thresholds trigger action
- which standards become widely adopted
- which evaluators receive recognition
- which findings are published
- which uncertainties remain visible
- which institutions are treated as trustworthy

Governance therefore cannot be treated as administrative support around technical work.

Governance is part of the technical and institutional validity of the work.

A protocol developed through a captured process may be technically sophisticated and institutionally unreliable.

An independent review panel without sufficient access may be procedurally independent and evidentially weak.

A balanced board may still fail if commercial dependence controls staff behavior.

A transparent process may still be unjust if under-resourced participants cannot influence outcomes.

A secure institution may become unaccountable if confidentiality eliminates review.

A rapid institution may become reckless if urgency bypasses evidence and appeal.

The central governance proposition is:

> **Authority should be distributed according to function, constrained according to risk, justified through competence and process, and made reviewable through records, dissent, appeal, correction, and external scrutiny.**

The framework rejects several models.

It rejects founder permanence.

It rejects pay-to-govern membership.

It rejects developer control of standards concerning developers.

It rejects evaluator control of evaluator-recognition standards without counterweights.

It rejects a unitary structure in which one body writes standards, evaluates compliance, certifies systems, accredits itself, controls the registry, and hears appeals.

It rejects public-interest theater in which affected parties are consulted but possess no meaningful pathway to influence decisions.

It rejects secrecy as a substitute for evidence.

It rejects transparency that exposes dangerous or confidential information merely to signal openness.

It rejects the idea that technical expertise alone creates democratic authority.

## Governance Architecture

The recommended mature architecture contains:

- A Governing Board
- An Executive Secretariat
- A Scientific and Evaluation Council
- A Standards Council
- A Public Interest and Rights Council
- An International Coordination Forum
- An Ethics, Integrity, and Conflicts Committee
- A Security and Confidentiality Committee
- A Finance, Audit, and Risk Committee
- An independent Appeals and Review Panel
- A Contributor and Community Assembly
- Time-limited working groups and technical panels

Each body has a distinct role.

The Governing Board protects mission, fiduciary integrity, institutional strategy, leadership accountability, financial sustainability, and institutional-stage decisions.

The board should not substitute itself for technical committees.

The Executive Secretariat runs operations under delegated authority.

It should not unilaterally approve standards, expand authority, reverse appeals, suppress findings, or create certification powers.

The Scientific and Evaluation Council protects research and evaluation quality.

The Standards Council governs the standards work program and standards process.

The Public Interest and Rights Council reviews rights, distribution, accessibility, competition, affected-party interests, and public claims.

The International Coordination Forum supports cross-border participation, interoperability, translation, and regional capacity.

The Ethics, Integrity, and Conflicts Committee governs conflicts, recusals, misconduct, research integrity, and sponsor influence.

The Security and Confidentiality Committee governs information classification, held-out evidence, sensitive model access, dangerous information, and security incidents.

The Finance, Audit, and Risk Committee oversees financial controls, funding concentration, audit, reserves, compensation, enterprise risk, and insurance.

The Appeals and Review Panel independently reviews eligible consequential decisions.

The Contributor and Community Assembly provides structured participation, proposal, accountability, and nomination pathways.

## Governance Hierarchy

The proposed hierarchy is:

1. Applicable law and binding legal duties
2. Founding charter or articles
3. Bylaws
4. `PROJECT_IDENTITY.md`
5. This Governance Framework
6. Approved specialist frameworks and policies
7. Board resolutions
8. Council and committee procedures
9. Executive procedures
10. Working-group charters
11. Project-specific decisions

A lower-level decision may not silently override a higher-level source.

## Board Design

The mature Governing Board should ordinarily contain eleven to fifteen voting directors.

Design targets include:

- No single constituency controls one third or more of voting seats
- At least two thirds of voting directors are independent of organizations directly subject to active Standards Body evaluation, standards, recognition, or assurance work
- No permanent founder seat
- No permanent founder veto
- No automatic board seat for a funder
- Three-year staggered terms
- Two consecutive full-term limit
- Transparent competence and independence criteria
- Public conflict disclosures
- Independent board evaluation

The board should exercise fiduciary duties and protect mission.

It should not decide technical findings merely because it is the highest organizational body.

## Decision Rights

The framework uses six decision classes:

1. Constitutional and fiduciary
2. Strategic and institutional
3. Technical and scientific
4. Standards
5. Operational
6. Review and appeal

Each decision should identify:

- Owner
- authority
- evidence standard
- consultation
- conflict rules
- quorum
- voting or consensus method
- public record
- appeal
- expiration or review

## Consensus and Dissent

Consensus means broad agreement after serious efforts to resolve substantial objections.

It does not require unanimity.

A decision may proceed despite dissent when:

- The competent body has followed the process
- the objection has been considered
- the reason for proceeding is documented
- the dissent remains visible where material
- appeal remains available where appropriate

Governance should not manufacture consensus by excluding dissenting experts or compressing uncertainty.

## Conflicts and Independence

Conflicts include:

- Financial
- employment
- ownership
- client
- funding
- intellectual
- political
- personal
- reputational
- access dependence

Disclosure alone may be insufficient.

Controls include:

- Recusal
- role limitation
- alternate reviewer
- independent analysis
- information barriers
- cooling-off periods
- removal
- public disclosure
- rejection of the relationship

No person should participate in a decision concerning their own compensation, evaluation, certification, accreditation, complaint, appeal, or substantial private interest.

## Funding Governance

Funding is treated as a governance system.

Funders may support mission.

They may not purchase:

- Board control
- standards language
- reviewer selection
- favorable findings
- recognition
- certification
- accreditation
- suppression of dissent
- publication veto

Funding concentration should decline as the institution matures.

## Transparency and Confidentiality

Governance should be presumptively visible.

The institution should publish:

- Mission
- authority
- governing bodies
- biographies
- appointment methods
- conflict disclosures
- work programs
- material decisions
- standards processes
- funding
- corrections
- appeals
- annual performance

Sensitive information may remain controlled when necessary for:

- Evaluation integrity
- cybersecurity
- dangerous capabilities
- personal data
- contractual duties
- model access
- active incidents
- lawful national-security restrictions

Confidentiality should be:

- Classified
- justified
- scoped
- logged
- time-bounded where possible
- independently reviewable
- appealable
- subject to later release review

## Appeals and Correction

Consequential decisions should support:

- Notice
- reasons
- factual response
- conflict challenge
- appeal
- correction
- status update

Appeals should not be decided by the body whose decision is challenged.

## Emergency Governance

Emergency powers may temporarily protect people, systems, evidence, and institutional continuity.

They may not permanently:

- Change mission
- eliminate appeal
- adopt a standard
- create certification authority
- entrench leadership
- transfer institutional assets
- suppress criticism

Emergency actions should be recorded, time-limited, and reviewed after immediate danger passes.

## Governance Evaluation

The institution should evaluate its own governance through:

- Annual board review
- conflict audit
- financial audit
- standards-process audit
- security audit
- participation analysis
- appeal analysis
- periodic independent governance review
- public reporting

The final governance rule is:

> **No important power should exist without a defined owner, boundary, evidence requirement, conflict rule, record, review path, and means of correction.**

---

# 1. Foundational Governance Propositions

## 1.1 Mission Primacy

The mission should govern the institution.

Revenue, prestige, membership, partnerships, and organizational growth are subordinate.

## 1.2 Bounded Authority

Every governing body and office should have explicit authority and explicit limits.

## 1.3 Functional Separation

Functions with conflicting incentives should be separated.

## 1.4 Competence

Decision authority should be matched to relevant competence.

## 1.5 Accountability

Authority should be accompanied by explanation, review, records, and consequence.

## 1.6 Independence

Decision makers should be sufficiently free from controlling interests.

## 1.7 Participation

People and institutions materially affected by a decision should have proportionate pathways to participate.

## 1.8 Evidence

Consequential decisions should be based on documented evidence appropriate to the decision.

## 1.9 Dissent

Material dissent should be preserved rather than erased.

## 1.10 Transparency With Protection

Governance should be visible without irresponsibly disclosing protected information.

## 1.11 Correctability

Decisions should be correctable, suspendable, reversible, or retireable where possible.

## 1.12 Subsidiarity

Decisions should be made at the lowest level that possesses the competence, legitimacy, and control required.

## 1.13 Proportionality

Governance burden should rise with consequence and remain proportionate.

## 1.14 No Purchased Authority

Funding or membership should not buy a technical or institutional conclusion.

## 1.15 Founder Transition

Founding leadership should not become permanent constitutional control.

## 1.16 Institutional Pluralism

Standards Body should support a wider institutional ecosystem rather than monopolize authority.

## 1.17 Public Authority Separation

Technical governance should inform but not impersonate lawful public authority.

## 1.18 Governance as a Living System

Governance rules should be evaluated and revised in light of evidence, failure, and institutional change.

---

# 2. Scope and Non-Claims

## 2.1 Governance Functions Covered

This framework applies to:

- Mission and constitutional governance
- board governance
- executive governance
- research governance
- standards governance
- evaluation governance
- assurance and recognition governance
- financial governance
- conflict governance
- security governance
- data and records governance
- participation
- partnerships
- complaints
- appeals
- incidents
- emergency powers
- institutional transition

## 2.2 Persons and Bodies Covered

This framework applies to:

- Founders
- directors
- officers
- employees
- contractors
- fellows
- advisors
- council members
- committee members
- working-group participants
- contributors
- members
- reviewers
- evaluators
- partners
- funders
- registry operators

## 2.3 Excluded Authority

This framework does not create authority over persons or organizations outside a lawful or contractual relationship with Standards Body.

## 2.4 Future Legal Governance

A future legal entity will require:

- Articles or charter
- bylaws
- jurisdiction-specific policies
- fiduciary duties
- employment policies
- tax compliance
- data protection
- insurance
- corporate records

Those instruments should implement this framework.

## 2.5 Conflict With Law

Applicable law governs where it conflicts with this framework.

The conflict and resulting adaptation should be documented.

---

# 3. Canonical Governance Definitions

Definitions in `TERMINOLOGY.md` govern.

## 3.1 Governance

The system by which an organization is directed, overseen, held accountable, and enabled to fulfill its purpose.

## 3.2 Governing Body

The person or group with ultimate organizational accountability under the applicable legal and institutional framework.

## 3.3 Fiduciary Duty

A legal or institutional duty to act with loyalty, care, obedience to mission, and appropriate stewardship.

## 3.4 Decision Right

The assigned authority to make a defined decision.

## 3.5 Delegation

A documented transfer of decision authority subject to scope, conditions, supervision, and revocation.

## 3.6 Reserved Matter

A decision that may not be delegated below the specified governing body.

## 3.7 Accountability

The obligation to explain, justify, accept review of, and bear responsibility for a decision or function.

## 3.8 Oversight

Supervision, review, monitoring, or challenge of another function.

## 3.9 Independence

Freedom from controlling interests sufficient to exercise the assigned role credibly.

## 3.10 Conflict of Interest

A relationship or interest that may interfere with impartial performance of a role.

## 3.11 Recusal

Withdrawal from participation in a matter because of conflict, bias, or disqualification.

## 3.12 Consensus

Broad agreement after serious effort to address substantial objections.

## 3.13 Dissent

A reasoned unresolved disagreement.

## 3.14 Appeal

A formal request for independent review of a decision.

## 3.15 Complaint

A documented allegation of error, misconduct, unfairness, or failure.

## 3.16 Quorum

The minimum participation required for a body to act.

## 3.17 Supermajority

A voting threshold greater than a simple majority.

## 3.18 Public-Interest Governance

Governance that considers persons and communities affected by institutional decisions, including those without contractual or commercial power.

## 3.19 Emergency Authority

Temporary authority to act outside ordinary timelines to address immediate and material risk.

## 3.20 Governance Record

The documented evidence of a governing process, decision, conflict, vote, dissent, action, or review.

---

# 4. Constitutional Hierarchy

## 4.1 Hierarchy

The governance hierarchy should be:

1. Applicable law and binding legal duty
2. Founding charter or articles
3. Bylaws
4. `PROJECT_IDENTITY.md`
5. `GOVERNANCE_FRAMEWORK.md`
6. Approved specialist frameworks
7. Governing Board resolutions
8. Council and committee procedures
9. Executive policies and delegations
10. Working-group charters
11. Project-specific decisions

## 4.2 No Silent Override

A lower-level decision may not override a higher-level source without formal amendment.

## 4.3 Specialist Governance

A specialist policy may govern operational details within its scope.

It may not:

- Expand institutional authority
- weaken board independence
- eliminate appeal
- override identity
- permit paid recognition
- remove conflict controls
- reduce security below applicable requirements

## 4.4 Conflict Resolution

When two sources conflict:

1. Identify the precise issue.
2. determine each source's authority and version.
3. apply the higher-level source.
4. record the conflict.
5. correct the lower-level source.
6. assess dependent decisions.

## 4.5 Public Version Control

Canonical governance files should display:

- Version
- status
- effective date
- superseded version
- revision record
- owner
- review date

---

# 5. Governance Principles From Established Practice

The framework draws on established governance and standards practice while remaining tailored to frontier AI.

ISO 37000 provides guidance for governing bodies across organization types and centers organizational purpose, stakeholder value, oversight, accountability, ethical behavior, and effective performance.[^iso-37000]

ISO 37004 provides a governance-maturity framework for evaluating governance conditions and practices.[^iso-37004]

The ISO/IEC Directives establish procedural controls for standards work, including defined committee roles, consensus, voting, appeals, project stages, and maintenance.[^iso-directives]

The NIST AI Risk Management Framework treats governance as a cross-cutting function connecting organizational policies, roles, responsibilities, culture, risk processes, and accountability.[^nist-govern][^nist-rmf]

The OECD AI Principles call for accountability, traceability, transparency, robustness, security, and respect for human rights and democratic values.[^oecd-ai]

The WTO principles for international standards emphasize transparency, openness, impartiality and consensus, effectiveness and relevance, coherence, and the development dimension.[^wto-principles]

The Council of Europe Framework Convention on AI places AI governance within human rights, democracy, and rule-of-law obligations for parties to the Convention.[^coe-convention]

For a future United States nonprofit structure, IRS guidance encourages written conflict-of-interest procedures and active governing-board oversight, while jurisdiction-specific legal advice would still be required.[^irs-governance][^irs-conflict]

These sources do not create authority for Standards Body.

They provide tested governance principles that inform this framework.

---

# 6. Governance Architecture

The mature governance architecture contains four levels.

## 6.1 Constitutional Level

Bodies and sources:

- Founding charter
- bylaws
- Governing Board
- independent Appeals and Review Panel for defined matters
- amendment and dissolution procedures

Purpose:

- Protect mission
- define authority
- allocate powers
- preserve independence
- control institutional transitions

## 6.2 Strategic and Fiduciary Level

Bodies:

- Governing Board
- Finance, Audit, and Risk Committee
- Governance and Nominations Committee
- executive leadership

Purpose:

- Strategy
- budget
- leadership
- risk
- legal compliance
- institutional sustainability

## 6.3 Technical and Public-Interest Level

Bodies:

- Scientific and Evaluation Council
- Standards Council
- Public Interest and Rights Council
- International Coordination Forum
- Ethics, Integrity, and Conflicts Committee
- Security and Confidentiality Committee

Purpose:

- Technical quality
- standards integrity
- rights
- representation
- conflicts
- security
- international interoperability

## 6.4 Operational and Participatory Level

Bodies:

- Executive Secretariat
- programs
- working groups
- task forces
- Contributor and Community Assembly
- project teams
- registry operators

Purpose:

- Execution
- contribution
- research
- protocol development
- standards drafting
- administration
- public engagement

## 6.5 Independent Review Layer

The Appeals and Review Panel should remain institutionally separate from ordinary operational reporting lines.

The internal audit function should report functionally to the Finance, Audit, and Risk Committee.

Whistleblower channels should permit escalation outside ordinary management.

## 6.6 No Undefined Power

Every body should have:

- Charter
- purpose
- authority
- limits
- composition
- competence criteria
- conflict rules
- quorum
- decision method
- records
- reporting line
- review
- sunset or term

---

# 7. Present-Stage Governance

Standards Body is currently an independent foundational project.

Present governance should be real but proportionate to the stage.

## 7.1 Present Decision Owner

The project owner presently holds final internal approval authority for canonical documents and project direction.

This authority is transitional.

It does not create external authority.

## 7.2 Present Decision Record

Material present-stage decisions should record:

- Decision
- date
- owner
- rationale
- evidence
- affected files
- external review where obtained
- status
- future governance implications

## 7.3 Present External Review

Before legal institutionalization, Standards Body should increasingly use:

- Domain review
- methodological review
- governance review
- standards review
- public-interest critique
- security review

## 7.4 Present Conflicts

The project should disclose material:

- Funding
- partnerships
- commercial relationships
- contributor roles
- model-provider access
- institutional affiliations

## 7.5 Present Advisory Groups

Any advisory group should be described accurately.

Permitted labels:

- Advisory group
- expert panel
- working group
- reviewer network

Do not use:

- Governing board
- standards council
- accreditation committee
- regulatory panel

unless the body actually possesses the defined role.

## 7.6 Present Authority Boundary

The project may approve its own research and publications.

It may not approve external systems in a regulatory, certification, or accreditation sense.

## 7.7 Transition Trigger

A formal governance transition should occur before:

- Employing permanent staff at material scale
- accepting substantial restricted funding
- operating protected task banks
- publishing formal standards through a recurring process
- charging for evaluations
- maintaining recognition registries
- making consequential institutional decisions affecting external parties

---

# 8. Governing Board

## 8.1 Board Purpose

The Governing Board is responsible for:

- Mission stewardship
- fiduciary oversight
- legal compliance
- strategic direction
- executive appointment and evaluation
- financial sustainability
- institutional risk
- constitutional changes
- stage transitions
- merger, transfer, and dissolution

## 8.2 Board Non-Functions

The board should not ordinarily:

- Design evaluation tasks
- score model outputs
- determine a technical finding
- write standards language directly
- select individual evaluators for routine engagements
- decide appeals assigned to an independent panel
- control research conclusions for reputational reasons

## 8.3 Fiduciary Duties

Directors should exercise duties consistent with applicable law, including:

- Care
- loyalty
- obedience to mission
- confidentiality
- good faith
- appropriate inquiry
- stewardship of assets

## 8.4 Board Size

Recommended mature size:

- Eleven to fifteen voting directors

Formation-stage boards may be smaller, but should have a plan to reach sufficient competence and independence.

## 8.5 Board Competence Matrix

The board collectively should include competence in:

- Frontier AI and evaluation science
- standards and conformity assessment
- governance and nonprofit stewardship
- public interest and rights
- law and public institutions
- finance and audit
- cybersecurity and information security
- international and regional cooperation
- organizational leadership

No director needs to possess all competencies.

## 8.6 Constituency Balance

Relevant constituencies include:

- Independent technical experts
- public-interest and rights experts
- standards and assurance experts
- public or regulatory institutions
- academic and research institutions
- developers and providers
- deployers and purchasers
- evaluators
- international and regional institutions
- open-source and small-actor communities

## 8.7 Control Limits

The mature board should target:

- No single constituency holding one third or more of voting seats
- Developer and commercial provider representatives combined below one third
- Commercial evaluator and assurance-provider representatives combined below one third
- At least two thirds of voting directors independent of organizations directly subject to active Standards Body evaluation, standards, recognition, or assurance work
- No automatic seat based solely on funding
- No permanent seat based solely on founding role

## 8.8 Independent Director

A director may be classified as independent when they lack a material relationship reasonably likely to compromise judgment.

Independence review should consider:

- Employment
- ownership
- consulting
- client relationship
- funding
- family relationship
- board service
- significant intellectual property
- active evaluation or certification interest
- recent service

## 8.9 Board Chair

The Board Chair should:

- Be elected by the board
- serve a limited term
- remain separate from the chief executive role
- facilitate board effectiveness
- protect proper process
- not possess unilateral institutional authority

## 8.10 Vice Chair

The Vice Chair supports continuity and acts when the chair is unavailable or conflicted.

## 8.11 Secretary

The Secretary ensures:

- Notices
- minutes
- resolutions
- governance records
- legal corporate records

## 8.12 Treasurer

The Treasurer supports financial oversight without replacing professional finance staff or auditors.

---

# 9. Board Nomination, Appointment, and Election

## 9.1 Governance and Nominations Committee

A Governance and Nominations Committee should lead board composition and succession.

It should include a majority of directors independent of active commercial interests.

## 9.2 Nomination Sources

Candidates may be identified through:

- Open nominations
- board nominations
- council nominations
- member or contributor nominations
- regional partner nominations
- public-interest nominations
- structured search

## 9.3 Candidate Criteria

Review:

- Competence
- mission alignment
- integrity
- judgment
- independence
- conflicts
- time capacity
- international perspective
- public-interest awareness
- security suitability where relevant

## 9.4 Public Candidate Information

Before appointment, publish where lawful:

- Biography
- proposed role
- competence
- institutional affiliations
- material conflicts
- constituency classification
- independence classification
- term

## 9.5 Appointment Method

Possible appointment methods include:

- Board election
- constituency election
- council nomination followed by board approval
- independent appointments panel
- hybrid process

The method should avoid direct purchase of seats.

## 9.6 Founding Board

The founding board may be appointed through a transitional process.

It should:

- Use explicit terms
- include independent directors
- adopt succession rules
- avoid permanent founder classes
- commission early governance review

## 9.7 Vacancies

Vacancies should be filled through a documented process.

Temporary vacancy appointments should expire at the next ordinary appointment cycle unless confirmed.

## 9.8 Diversity and Perspective

Board selection should consider diversity in:

- Geography
- institutional background
- discipline
- lived experience
- professional pathway
- gender
- race and ethnicity where lawful
- disability
- language

Diversity should support, not substitute for, competence and independence.

## 9.9 No Representative Mandate Without Basis

A director may bring a constituency perspective.

They should not be described as representing a country, community, industry, or public unless a legitimate appointment mandate exists.

---

# 10. Board Terms, Removal, and Succession

## 10.1 Term Length

Recommended:

- Three-year terms
- Staggered classes

## 10.2 Term Limit

Recommended:

- Maximum two consecutive full terms
- At least one-year cooling-off period before renewed service

A shorter formation-stage term may not count as a full term.

## 10.3 Chair Term

Recommended:

- One or two years
- renewable within the director's term limit

## 10.4 Resignation

A director may resign through written notice.

## 10.5 Automatic Review

Board service should be reviewed after:

- Material role change
- employment change
- conflict change
- legal disqualification
- prolonged nonattendance
- security concern
- institutional-stage transition

## 10.6 Removal Grounds

Possible grounds include:

- Breach of fiduciary duty
- misconduct
- undisclosed material conflict
- retaliation
- serious confidentiality breach
- persistent nonparticipation
- mission breach
- incapacity
- legal disqualification

## 10.7 Removal Procedure

The process should include:

- Notice
- evidence
- opportunity to respond
- conflict-free review
- reasoned decision
- supermajority where appropriate
- record
- appeal or external review where required by law

## 10.8 Suspension

Temporary suspension may be used for:

- Active investigation
- urgent security concern
- immediate conflict
- legal restriction

## 10.9 Succession

The Governance and Nominations Committee should maintain:

- Board succession plan
- chair succession
- committee-chair succession
- emergency vacancies
- competence-gap analysis

## 10.10 Founder Succession

The founder should not possess:

- Permanent board membership
- permanent veto
- unilateral appointment power
- unilateral amendment power
- personal ownership of institutional records after formation

Founding expertise may be preserved through ordinary roles, advisory status, employment, or time-limited board service.

---

# 11. Board Meetings and Procedure

## 11.1 Regular Meetings

The mature board should meet at least quarterly.

## 11.2 Annual Governance Meeting

At least one meeting annually should focus on:

- Mission
- strategy
- board performance
- chief executive performance
- conflicts
- funding concentration
- risk
- institutional stage
- succession

## 11.3 Notice

Board materials should ordinarily be distributed sufficiently in advance for informed review.

## 11.4 Agenda

The chair and chief executive may prepare the agenda.

Directors should have a process to place matters on the agenda.

## 11.5 Consent Agenda

Routine matters may be grouped.

Any director should be able to request separate discussion.

## 11.6 Executive Session

The board should meet without management when necessary for:

- Chief executive evaluation
- compensation
- audit
- whistleblower matters
- litigation
- conflicts
- succession

## 11.7 Remote Participation

Remote participation should be permitted where lawful and secure.

## 11.8 Minutes

Minutes should record:

- Attendance
- quorum
- conflicts
- recusals
- decisions
- votes where required
- material dissent
- actions
- responsible owners
- deadlines

Minutes need not reproduce every statement.

## 11.9 Public Board Summary

Publish a safe summary of material board decisions unless confidentiality is justified.

## 11.10 Written Consent

Written consent may be used where lawful.

It should not replace deliberation for major reserved matters.

---

# 12. Board Quorum and Voting

## 12.1 Ordinary Quorum

Recommended:

- Majority of seated voting directors
- including at least one independent director from each required governance category where the matter makes that necessary

## 12.2 Ordinary Decision

Ordinary board decisions require a simple majority of eligible directors present.

## 12.3 Supermajority Matters

A two-thirds or three-quarters vote should be required for defined matters.

## 12.4 Conflicted Directors

A recused director should not count toward the vote.

Whether the director counts toward quorum should follow law and bylaws.

## 12.5 Tie

A tie means the motion fails.

The chair should not possess a special casting vote unless law requires and the bylaws explicitly provide it.

## 12.6 Proxy Voting

Proxy voting should generally be prohibited for directors because fiduciary participation is personal.

## 12.7 Abstention

Abstention should be recorded.

It should not be used to conceal a conflict.

## 12.8 Vote Record

Publish vote totals for constitutional and major public-interest decisions where lawful and useful.

Individual votes may be published for the most consequential matters.

---

# 13. Reserved Matters

The following should ordinarily be reserved to the Governing Board.

## 13.1 Constitutional Matters

- Mission amendment
- charter amendment
- bylaw amendment
- governance-framework adoption
- merger
- dissolution
- asset transfer
- legal-form change

## 13.2 Institutional Authority

- Transition to formal standards-development status
- creation of certification functions
- creation of accreditation functions
- acceptance of public enforcement authority
- use of an institutional approval mark

## 13.3 Leadership

- Appointment and removal of chief executive
- chief executive compensation
- succession
- senior misconduct response

## 13.4 Financial

- Annual budget
- audited financial statements
- material debt
- endowment policy
- reserves policy
- major related-party transactions
- acceptance of unusually concentrated or controlling funding

## 13.5 Risk and Security

- Enterprise-risk appetite
- critical security architecture
- response to existential institutional risk
- function suspension after major failure

## 13.6 Major Partnerships

- Merger-like partnerships
- government delegation
- exclusive strategic partnership
- transfer of canonical assets
- partnership creating material authority or conflict

## 13.7 Board Governance

- Director appointments
- committee charters
- board policies
- governance review

## 13.8 Nondelegation Rule

Reserved matters may receive committee recommendations.

Final decision remains with the board.

---

# 14. Executive Secretariat

## 14.1 Executive Purpose

The Executive Secretariat converts approved mission, strategy, standards processes, research programs, and institutional policies into operations.

## 14.2 Chief Executive Authority

The chief executive may:

- Hire and supervise staff
- execute the approved budget
- enter ordinary contracts
- administer programs
- implement board decisions
- maintain systems and records
- represent the institution within approved policy
- issue operational procedures

## 14.3 Chief Executive Limits

The chief executive may not unilaterally:

- Change mission
- approve a standard
- reverse an appeal
- certify an external system
- accredit an evaluator
- expand public authority
- suppress a valid finding for reputational reasons
- override board conflict rules
- appoint or remove directors
- authorize major related-party transactions
- conceal material institutional risk

## 14.4 Executive Appointment

The board appoints the chief executive through:

- Role specification
- candidate assessment
- conflict review
- reference and background review where lawful
- compensation review
- documented decision

## 14.5 Executive Evaluation

The board should evaluate the chief executive annually against:

- Mission
- strategy
- integrity
- research quality
- standards quality
- staff culture
- security
- financial stewardship
- public accountability
- correction
- succession

## 14.6 Executive Compensation

Compensation should be:

- Reasonable
- independently reviewed
- benchmarked
- approved by unconflicted directors
- documented

## 14.7 Executive Removal

The board may remove the chief executive under contract and law.

Emergency suspension may occur when immediate risk exists.

## 14.8 Executive Leadership Team

The executive may establish a leadership team with written delegations.

## 14.9 No Shadow Governance

Senior staff should not make constitutional or standards decisions through informal meetings outside approved processes.

---

# 15. Delegation of Authority

## 15.1 Delegation Register

Maintain a current register identifying:

- Delegating authority
- delegate
- decision type
- financial limit
- conditions
- reporting
- review date
- revocation

## 15.2 Delegation Principles

Delegation should be:

- Written
- specific
- proportionate
- competence-based
- reviewable
- revocable

## 15.3 No Delegation of Accountability

A body may delegate work or decision execution.

It remains accountable for proper delegation and oversight.

## 15.4 Subdelegation

Subdelegation is permitted only when authorized.

## 15.5 Temporary Delegation

Temporary delegation should include start and end dates.

## 15.6 Emergency Delegation

Emergency delegation should be narrow and reviewed after use.

## 15.7 Delegation Review

Review delegations:

- Annually
- after leadership change
- after incident
- after stage transition
- after audit finding

---

# 16. Scientific and Evaluation Council

## 16.1 Mandate

The Scientific and Evaluation Council protects the integrity of Standards Body research and evaluation.

## 16.2 Responsibilities

- Maintain evaluation philosophy
- review research methodology
- review evidence standards
- approve or recommend high-consequence protocol work
- assess construct validity
- review threshold methodology
- commission replication
- monitor evaluation-science developments
- recommend research priorities
- identify evidence gaps
- supervise technical peer-review standards

## 16.3 Authority

The Council may:

- Approve technical guidance within delegated scope
- require revision of a protocol before institutional use
- refer security-sensitive matters to the Security Committee
- require independent review
- recommend suspension of invalid protocols
- issue technical dissent

## 16.4 Limits

The Council may not:

- Create legal obligations
- approve organizational budgets
- grant certification
- grant accreditation
- override the Appeals Panel
- determine public policy merely through technical expertise

## 16.5 Composition

The Council should include competence in:

- AI evaluation
- measurement
- statistics
- machine learning
- agentic systems
- high-stakes capability domains
- human factors
- research integrity
- operational evaluation

## 16.6 Independence

At least half of voting Council members should be independent of organizations whose frontier systems are regularly evaluated under Standards Body protocols.

## 16.7 Terms

Use staggered terms and renewal limits.

## 16.8 Technical Panels

The Council may form domain panels for:

- Cybersecurity
- biological and chemical risk
- autonomous systems
- persuasion
- AI research and development
- critical infrastructure

## 16.9 Council Records

Publish:

- Membership
- affiliations
- conflicts
- agenda
- decisions
- dissent
- technical opinions

except where protected information prevents full disclosure.

---

# 17. Standards Council

## 17.1 Mandate

The Standards Council governs the standards work program and ensures procedural integrity.

## 17.2 Responsibilities

- Review new work proposals
- authorize standards projects
- establish technical committees
- monitor balance and participation
- approve public-review drafts
- determine whether consensus requirements are met
- recommend or approve final standards under delegated authority
- oversee maintenance and retirement
- hear procedural standards concerns before appeal
- coordinate with external standards organizations

## 17.3 Authority

The Council may approve standards only if the Governing Board has delegated standards approval and the institutional stage permits it.

Before that stage, the Council may approve:

- Research specifications
- proposed frameworks
- pilot standards
- internal technical specifications

with accurate public labels.

## 17.4 Limits

The Council may not:

- Claim regulatory authority
- certify conformity
- accredit evaluators
- ignore substantial objections without record
- permit one interest category to dominate
- approve a standard that lacks an implementation and maintenance plan

## 17.5 Composition

Include:

- Standards experts
- evaluation scientists
- developers
- deployers
- evaluators
- public-interest experts
- government or public-sector liaisons
- small-actor and open-community participants
- international participants

## 17.6 Balance

Balance should be assessed project by project.

No materially affected interest group should control the Council's standards decisions.

## 17.7 Consensus

The Council should use consensus as defined in this framework and in the future `STANDARDS_DEVELOPMENT_PROCESS.md`.

## 17.8 Substantial Objection

A substantial objection is one that raises a material concern concerning:

- Technical validity
- safety
- rights
- legal effect
- competition
- implementation
- interoperability
- process fairness

## 17.9 Council Appeal

Procedural standards decisions should be appealable to the Appeals and Review Panel.

Technical disagreement alone is not automatically a procedural appeal, but hidden conflict, exclusion, or ignored material evidence may be.

---

# 18. Public Interest and Rights Council

## 18.1 Mandate

The Public Interest and Rights Council ensures that technical and standards decisions consider people and institutions affected by AI systems and governance.

## 18.2 Responsibilities

Review:

- Human rights
- civil liberties
- labor
- privacy
- accessibility
- distributional effects
- affected-party interests
- market concentration
- small-actor burden
- public claims
- procedural inclusion
- social and environmental impact

## 18.3 Authority

The Council may:

- Require a public-interest impact assessment
- require affected-party consultation
- recommend changes
- issue a public-interest opinion
- require escalation of a material unresolved issue
- nominate members to working groups
- request independent review

## 18.4 Reconsideration Power

For a material unresolved public-interest concern, the Council may require one formal reconsideration by the responsible decision body.

It should not possess an undefined permanent veto over all technical work.

## 18.5 Composition

Include expertise and experience in:

- Human rights
- public policy
- labor
- disability and accessibility
- privacy
- consumer protection
- competition
- community engagement
- public administration
- affected sectors

## 18.6 Affected-Party Input

The Council should create pathways for direct input without claiming that one participant represents an entire community.

## 18.7 Public Record

Publish opinions and unresolved concerns unless confidentiality is necessary.

---

# 19. International Coordination Forum

## 19.1 Mandate

The International Coordination Forum supports international participation and interoperability without claiming universal authority.

## 19.2 Responsibilities

- Maintain regional relationships
- coordinate translations
- develop crosswalks
- identify existing standards
- support bridge studies
- advise on recognition
- support regional evaluator capacity
- assess international participation
- identify geopolitical and jurisdictional risks

## 19.3 Nature

The Forum is ordinarily advisory and coordinating.

It should not be described as an intergovernmental body unless created through a legitimate intergovernmental process.

## 19.4 Composition

Include institutions and experts from multiple regions.

Avoid concentration in:

- One country
- one legal system
- one language
- one economic bloc
- one technical community

## 19.5 Regional Seats

A mature Forum may use regional participation categories while retaining competence and independence requirements.

## 19.6 Translation Governance

Translated governance and standards texts should receive:

- Linguistic review
- domain review
- legal-context review where relevant
- version control

## 19.7 International Dissent

Regional or jurisdictional reservations should be preserved.

## 19.8 Capacity Support

Participation funding may support under-resourced institutions and regions.

---

# 20. Ethics, Integrity, and Conflicts Committee

## 20.1 Mandate

The Committee protects institutional integrity.

## 20.2 Responsibilities

- Conflict-of-interest policy
- annual disclosures
- recusal decisions
- research integrity
- authorship and contribution disputes
- misconduct triage
- sponsor-influence review
- retaliation concerns
- related-party transactions
- ethics advice

## 20.3 Independence

The Committee should include members independent of executive management.

Its chair should have direct access to the board.

## 20.4 Conflict Decisions

The Committee may determine:

- No material conflict
- disclosure sufficient
- role limitation
- information barrier
- recusal
- independent review
- relationship rejection
- removal recommendation

## 20.5 Due Process

A person subject to a conflict or integrity decision should receive:

- Notice
- opportunity to provide facts
- reasoned outcome
- appeal where material

## 20.6 Misconduct

The Committee should distinguish:

- Honest error
- negligence
- undisclosed conflict
- retaliation
- evidence suppression
- fabrication
- falsification
- plagiarism
- corruption
- security misconduct

## 20.7 Referral

Legal, criminal, employment, or regulatory matters should be referred appropriately.

---

# 21. Security and Confidentiality Committee

## 21.1 Mandate

The Committee governs security and protected information.

## 21.2 Responsibilities

- Information-classification policy
- held-out task governance
- sensitive model access
- research-security review
- dangerous-information review
- incident-response oversight
- access exceptions
- declassification and release
- security risk acceptance
- external security audit

## 21.3 Composition

Include:

- Security engineering
- cybersecurity
- evaluation operations
- legal and privacy
- high-stakes domain expertise
- governance
- public-interest perspective

## 21.4 Security Authority

The Committee may:

- Restrict access
- suspend a compromised protocol
- require secure environments
- delay publication temporarily
- order evidence preservation
- recommend public warning

## 21.5 Limits

The Committee may not use security as a reason to:

- Conceal conflicts
- suppress unfavorable findings
- avoid correction
- create permanent secret authority
- prevent independent review by properly cleared or authorized persons

## 21.6 Classification Decision

Every material classification decision should identify:

- Information
- classification
- rationale
- owner
- access
- review date
- release conditions
- appeal

## 21.7 Security Appeal

A qualified person may appeal overclassification through a secure process.

---

# 22. Finance, Audit, and Risk Committee

## 22.1 Mandate

The Committee oversees financial stewardship, audit, enterprise risk, and institutional resilience.

## 22.2 Responsibilities

- Budget review
- financial statements
- independent audit
- funding concentration
- related-party transactions
- compensation controls
- reserves
- insurance
- investment
- risk register
- internal audit
- fraud controls
- business continuity

## 22.3 Composition

Include financially literate independent directors.

At least one member should possess substantial accounting, audit, finance, or risk expertise.

## 22.4 External Auditor

The Committee recommends appointment and evaluates independence of the external financial auditor.

## 22.5 Auditor Independence

The auditor should not perform incompatible management functions.

## 22.6 Executive Access

The Committee should meet privately with:

- External auditors
- internal audit
- finance leadership
- whistleblowers where appropriate

## 22.7 Funding Risk

The Committee should review any funding arrangement that may:

- Create control
- threaten publication independence
- create mission drift
- produce major concentration
- link payment to outcome
- create political or commercial dependency

## 22.8 Risk Appetite

The board approves institutional risk appetite based on Committee recommendation.

## 22.9 Public Financial Record

Publish audited statements and material funding categories where lawful.

---

# 23. Governance and Nominations Committee

## 23.1 Mandate

The Committee maintains governance quality, board composition, succession, and institutional constitutional health.

## 23.2 Responsibilities

- Board competence matrix
- nomination
- independence review
- term tracking
- succession
- board evaluation
- committee performance
- governance-framework review
- bylaw review
- institutional-stage governance
- founder transition

## 23.3 Composition

A majority should be independent directors.

The founder should not chair the Committee during a decision concerning founder succession or special rights.

## 23.4 Board Evaluation

The Committee should conduct:

- Annual board self-assessment
- committee assessment
- director participation review
- periodic external governance review

## 23.5 Governance Gaps

The Committee should maintain a governance-gap register.

---

# 24. Appeals and Review Panel

## 24.1 Mandate

The Appeals and Review Panel provides independent review of eligible consequential decisions.

## 24.2 Independence

The Panel should:

- Be appointed through a process protected from ordinary management
- include qualified independent members
- have a separate budget sufficient for its function
- receive direct evidence access
- report outcomes without executive approval
- avoid members involved in the original decision

## 24.3 Eligible Matters

Possible matters:

- Standards procedure
- evaluator or registry status
- membership discipline
- conflict decisions
- confidentiality classification
- correction refusal
- participation exclusion
- misconduct process
- mark misuse decisions
- institutional recognition

## 24.4 Excluded Matters

The Panel should not substitute its own policy preference for a valid decision merely because it disagrees.

It should review:

- Authority
- process
- evidence
- conflict
- reasonableness
- equal treatment
- new material evidence

## 24.5 Powers

The Panel may:

- Affirm
- modify
- remand
- suspend
- reverse
- require correction
- find the matter outside jurisdiction
- recommend governance change

## 24.6 Finality

The bylaws should define which Panel decisions are final within the institution.

Legal rights remain unaffected.

## 24.7 Public Decision

Publish a reasoned decision or safe summary.

## 24.8 Systemic Findings

The Panel may identify recurring governance failures for board review.

---

# 25. Contributor and Community Assembly

## 25.1 Mandate

The Assembly creates structured participation for contributors and the wider Standards Body community.

## 25.2 Functions

- Propose work
- identify emerging issues
- nominate eligible representatives
- review public work programs
- discuss institutional performance
- surface participation barriers
- provide community feedback
- request formal responses to supported proposals

## 25.3 Limits

The Assembly does not automatically possess:

- Fiduciary authority
- security access
- standards approval
- employment authority
- financial control
- legal enforcement power

## 25.4 Membership

Eligibility should be defined through `CONTRIBUTOR_FRAMEWORK.md`.

## 25.5 Assembly Governance

Use:

- Published agenda
- facilitation
- conduct rules
- accessible participation
- proposal thresholds
- records
- conflict disclosure

## 25.6 Community Proposal

A proposal reaching a defined support threshold should receive a reasoned response from the appropriate body.

## 25.7 No Popularity Substitution

Community support may establish priority or legitimacy concerns.

It does not replace technical evidence.

---

# 26. Working Groups and Task Forces

## 26.1 Charter Requirement

Every working group requires a charter.

## 26.2 Charter Fields

- Purpose
- scope
- non-scope
- deliverables
- authority
- parent body
- chair
- membership
- participation categories
- competence
- conflict rules
- decision method
- records
- security
- timeline
- sunset
- appeal route

## 26.3 Working-Group Types

- Research
- protocol
- standards
- interoperability
- incident
- implementation
- domain
- emergency

## 26.4 Balance

Working groups should reflect the issue's affected interests.

## 26.5 Chair

The chair should:

- Facilitate
- manage agenda
- enforce process
- preserve dissent
- avoid using procedural power to control substance

## 26.6 Technical Editor

A technical editor may control drafting consistency.

The editor should not silently change agreed substance.

## 26.7 Participation

Participation may include:

- Members
- invited experts
- observers
- liaisons
- public commenters
- affected-party participants

## 26.8 Sunset

The group should dissolve at the end of its mandate unless renewed.

## 26.9 Inactive Group

Inactive groups should be closed rather than preserved for appearance.

---

# 27. Advisory Bodies

## 27.1 Advisory Status

Advisory bodies provide expertise and recommendations.

They do not possess approval authority unless explicitly delegated.

## 27.2 Advisory Charter

State:

- Question
- duration
- membership
- conflicts
- access
- output
- publication
- nonauthority

## 27.3 Use of Names

Do not use an advisor's name to imply endorsement beyond their actual role.

## 27.4 Advice Record

Material advice should be recorded.

## 27.5 Disagreement

Advisors should be able to record disagreement.

## 27.6 Termination

Advisory roles may end after:

- Mandate completion
- conflict
- inactivity
- misconduct
- institutional change

---

# 28. Decision Taxonomy

Every material decision should be classified.

## 28.1 Constitutional Decision

Examples:

- Mission
- bylaws
- dissolution
- authority stage

Owner:

- Governing Board, with any legally required member or public process

## 28.2 Fiduciary Decision

Examples:

- Budget
- executive appointment
- audit
- major risk
- related-party transaction

Owner:

- Governing Board

## 28.3 Strategic Decision

Examples:

- Multi-year plan
- program portfolio
- major partnership
- international strategy

Owner:

- Governing Board or Executive under delegation

## 28.4 Technical Decision

Examples:

- Protocol validity
- evaluation method
- evidence interpretation
- research priority

Owner:

- Scientific and Evaluation Council or qualified technical body

## 28.5 Standards Decision

Examples:

- New work
- committee draft
- consensus
- approval
- withdrawal

Owner:

- Standards Council under approved process

## 28.6 Operational Decision

Examples:

- Hiring
- ordinary contracts
- project administration
- communications

Owner:

- Executive Secretariat

## 28.7 Security Decision

Examples:

- Access
- classification
- suspension
- publication delay

Owner:

- Security function within delegation

## 28.8 Integrity Decision

Examples:

- Conflict
- recusal
- misconduct
- authorship

Owner:

- Ethics, Integrity, and Conflicts Committee

## 28.9 Review Decision

Examples:

- Appeal
- correction dispute
- procedural reversal

Owner:

- Appeals and Review Panel

## 28.10 Public-Interest Review

Examples:

- Rights impact
- participation
- accessibility
- competition

Owner:

- Public Interest and Rights Council within its mandate

---

# 29. Decision Standard

Every material decision should state:

## 29.1 Question

What is being decided?

## 29.2 Authority

Who has the right to decide?

## 29.3 Evidence

What evidence standard applies?

## 29.4 Consultation

Who should be consulted?

## 29.5 Conflicts

Who is conflicted?

## 29.6 Options

What alternatives were considered?

## 29.7 Consequences

What happens if the decision is wrong?

## 29.8 Reversibility

Can it be changed?

## 29.9 Outcome

What was decided?

## 29.10 Reasons

Why?

## 29.11 Conditions

Which limits or requirements apply?

## 29.12 Dissent

Which material objections remain?

## 29.13 Public Record

What should be published?

## 29.14 Appeal

Can it be challenged?

## 29.15 Review

When will it be reconsidered?

---

# 30. Quorum, Voting, and Decision Procedure

## 30.1 Quorum Principle

Quorum should ensure that a body cannot act without meaningful participation from its required competence and independence categories.

## 30.2 Council Quorum

A council quorum should ordinarily require:

- A majority of seated voting members
- the chair or authorized deputy
- sufficient independent members
- required domain competence for the matter

## 30.3 Committee Quorum

A committee quorum should be defined in its charter.

## 30.4 Working-Group Quorum

Working groups may operate more flexibly during drafting.

Final recommendations should require a documented participation threshold.

## 30.5 Simple Majority

Use for ordinary administrative decisions when consensus is not required.

## 30.6 Supermajority

Use for:

- Constitutional amendments
- institutional-stage changes
- standards approval where consensus cannot be demonstrated but the process permits a vote
- director removal
- major conflicts exceptions
- function creation or transfer
- dissolution

## 30.7 Unanimity

Avoid requiring unanimity except for narrow voluntary actions.

Unanimity can create veto power and hidden pressure.

## 30.8 Written Ballot

Use written ballots when:

- Participants span time zones
- a standards process requires formal voting
- conflicts need a clear record
- deliberation has concluded

## 30.9 Secret Ballot

Secret ballots may protect independence in appointments or sensitive personnel matters.

They should not be used to hide institutional votes that require public accountability.

## 30.10 Vote Explanation

For high-consequence decisions, members should be able to submit a reasoned vote statement.

## 30.11 Procedural Neutrality

Chairs and secretariats should apply procedure consistently.

## 30.12 Decision Validation

Before finalizing, confirm:

- Authority
- quorum
- conflicts
- required consultation
- evidence
- vote or consensus rule
- record
- appeal

---

# 31. Consensus and Dissent

## 31.1 Consensus Standard

Consensus requires:

- Adequate notice
- balanced participation
- access to relevant evidence
- serious discussion
- attempts to resolve substantial objections
- no controlling interest
- a reasoned conclusion

## 31.2 Consensus Is Not Unanimity

Some disagreement may remain.

## 31.3 Consensus Is Not Silence

Nonresponse should not automatically be treated as agreement when participation barriers exist.

## 31.4 Consensus Is Not Majority Alone

A majority vote may be valid under the rules.

It should not be labeled consensus if substantial objections were not addressed.

## 31.5 Substantial Objection Record

Record:

- Objector
- interest or expertise
- objection
- evidence
- response
- change made
- unresolved element
- final status

## 31.6 Minority Report

A minority report should be available when dissent concerns:

- Safety
- rights
- construct validity
- conflict
- legal effect
- severe implementation burden
- international noncomparability

## 31.7 No Retaliation for Dissent

Good-faith dissent should not result in exclusion, employment retaliation, loss of future access, or reputational punishment.

## 31.8 Dissent Abuse

Dissent protections do not permit:

- Harassment
- confidentiality breaches
- bad-faith obstruction
- repetitive process abuse
- undisclosed lobbying

## 31.9 Public Dissent

Material dissent should be published with the final decision where safe and lawful.

## 31.10 Learning From Dissent

Unresolved dissent should inform:

- Review dates
- pilot design
- monitoring
- future research
- standards revision

---

# 32. Deadlock Resolution

## 32.1 Deadlock Definition

Deadlock exists when the responsible body cannot make a decision under its approved rules within a reasonable period.

## 32.2 Deadlock Tools

- Clarify the question
- narrow scope
- obtain additional evidence
- use mediation
- appoint a neutral facilitator
- conduct a pilot
- preserve alternative profiles
- refer a procedural issue to appeal
- defer
- publish nonconsensus status

## 32.3 No Forced Technical Result

The board should not resolve a scientific deadlock by declaring one side technically correct without appropriate expertise and process.

## 32.4 Urgent Deadlock

For urgent risk, a temporary precautionary decision may be made by the authorized body.

It should include:

- Expiration
- monitoring
- review
- dissent
- proportionality

## 32.5 Nonconsensus Output

A framework may be published as:

- Research report
- alternative options
- provisional specification
- committee report

without being labeled a consensus standard.

---

# 33. Conflict-of-Interest Framework

## 33.1 Purpose

Conflict governance protects decisions from controlling private or institutional interests.

## 33.2 Covered Persons

- Directors
- officers
- employees
- contractors
- council and committee members
- reviewers
- evaluators
- working-group chairs
- standards editors
- registry decision makers
- advisors

## 33.3 Conflict Categories

### Financial

Compensation, ownership, investments, grants, contracts, or financial benefit.

### Employment

Current, recent, or expected employment.

### Client

Service relationships with affected parties.

### Funding

Dependence on a sponsor or donor.

### Intellectual

Authorship, ownership, strong public advocacy, or professional identity tied to a method or conclusion.

### Personal

Family, close personal relationship, dispute, or hostility.

### Political

Political office, campaign role, or controlling partisan commitment relevant to the decision.

### Reputational

Personal or institutional status dependent on the outcome.

### Access

Dependence on an organization for future data, model access, or professional opportunity.

## 33.4 Annual Disclosure

Covered persons should complete annual disclosures.

## 33.5 Event-Triggered Disclosure

Disclose new conflicts when they arise.

## 33.6 Matter-Specific Declaration

At the start of a material decision, participants should declare matter-specific interests.

## 33.7 Conflict Register

Maintain:

- Public summary
- controlled details where privacy requires
- decisions
- recusals
- review dates

## 33.8 Conflict Assessment

Assess:

- Materiality
- directness
- duration
- decision role
- available safeguards
- public perception
- necessity of expertise

## 33.9 Conflict Responses

- No action
- disclosure
- monitoring
- role limitation
- no access to specific evidence
- recusal from discussion
- recusal from vote
- independent review
- replacement
- termination of relationship

## 33.10 Recusal Procedure

A recused person should:

- Leave the relevant decision process
- not receive restricted deliberative information unless necessary
- not attempt to influence the decision privately
- have the recusal recorded

## 33.11 Expertise and Conflict

A conflicted expert may provide factual or technical input when necessary.

They should not control the conclusion.

## 33.12 Related-Party Transaction

A related-party transaction should require:

- Full disclosure
- independent comparison
- determination of fairness
- unconflicted approval
- record
- legal compliance

## 33.13 Compensation Conflict

No person should vote on their own compensation.

## 33.14 Appeal

Material conflict decisions should be appealable.

---

# 34. Independence Framework

## 34.1 Independence Dimensions

- Organizational
- financial
- governance
- methodological
- informational
- operational
- publication
- intellectual
- political
- security

## 34.2 Independence Profile

A body or reviewer should have a role-specific independence profile.

## 34.3 Independence Is Not Isolation

Relevant parties may provide:

- Evidence
- factual correction
- system access
- technical explanation
- implementation feedback

The decision maker should preserve control of method and conclusion.

## 34.4 Independence Threshold

The required independence rises with:

- Consequence
- conflict
- public reliance
- irreversibility
- financial interest
- authority

## 34.5 Independence Impairment

Possible impairments:

- Result-dependent payment
- publication veto
- excessive client dependence
- selection controlled by the reviewed party
- future employment expectation
- proprietary method ownership
- hidden government direction
- access retaliation risk

## 34.6 Independence Statement

Consequential outputs should state:

- Who commissioned the work
- who paid
- who selected participants
- who controlled method
- who had access
- who controlled publication
- which conflicts remained

## 34.7 No Independence Label by Location

External, third-party, academic, nonprofit, government, and international do not automatically mean independent.

---

# 35. Funding Governance

## 35.1 Funding Authority

The board governs funding policy.

The executive raises and administers funds within policy.

## 35.2 Funding Acceptance Test

Assess:

- Mission fit
- restrictions
- control rights
- publication rights
- concentration
- reputation
- political risk
- security
- related-party status
- exit

## 35.3 Prohibited Conditions

Reject funding conditioned on:

- Favorable result
- standards language
- appointment of reviewers
- appointment of directors solely through funding
- suppression of dissent
- publication veto
- recognition or certification
- exclusion of a competitor
- misleading endorsement

## 35.4 Funding Concentration

The mature institution should adopt targets and review exceptions.

Suggested targets:

- Formation stage, ordinarily no single funder above 35 percent without safeguards
- Institutionalization stage, target below 25 percent
- Mature stage, target below 15 percent

## 35.5 Exception

An exception requires:

- Board approval by unconflicted directors
- public disclosure
- independence protections
- diversification plan
- expiration
- periodic review

## 35.6 Restricted Funding

Program restrictions should not:

- Override evidence standards
- prevent correction
- control findings
- create false urgency
- exclude necessary public-interest work

## 35.7 Donor Anonymity

Anonymous donations may be accepted only under a policy that permits sufficient due diligence and conflict review.

Large anonymous donations should receive enhanced scrutiny.

## 35.8 In-Kind Support

Disclose material:

- Compute
- model access
- data
- staff
- facilities
- travel
- security
- legal services

## 35.9 Endowment

Endowment governance should address:

- Mission alignment
- investment
- donor restrictions
- spending
- conflicts
- long-term independence

## 35.10 Funding Transparency

Publish:

- Revenue categories
- major funders or legally permitted categories
- concentration
- restricted funding
- related-party transactions
- service revenue
- reserves

---

# 36. Financial Governance

## 36.1 Budget

The board approves an annual budget aligned with strategy.

## 36.2 Budget Monitoring

Management and the Finance Committee should review:

- Actual versus budget
- cash flow
- restricted funds
- reserves
- concentration
- commitments
- risk

## 36.3 Financial Controls

Use:

- Segregation of duties
- approval thresholds
- procurement rules
- expense policies
- reconciliations
- fraud reporting
- audit logs

## 36.4 Reserves

Target six to twelve months of core operations as maturity permits.

## 36.5 Procurement

Material procurement should use:

- Need
- alternatives
- conflicts
- security
- price and quality
- documented approval

## 36.6 Related-Party Procurement

Use enhanced review.

## 36.7 Compensation

Compensation should be:

- Reasonable
- role-based
- independently approved
- documented
- not tied to favorable technical findings

## 36.8 Board Compensation

Directors may be unpaid or compensated depending on law and institutional need.

If compensated:

- Use a transparent policy
- avoid result-based compensation
- preserve independence
- disclose material amounts

## 36.9 Financial Audit

Obtain an independent annual audit when required or appropriate to scale.

## 36.10 Fraud

Suspected fraud should be reportable outside the ordinary management chain.

---

# 37. Membership Governance

## 37.1 Membership Purpose

Membership provides structured participation, support, and community.

It should not create purchased authority.

## 37.2 Membership Categories

- Individual
- academic
- public-interest
- developer
- deployer
- evaluator
- public institution
- standards organization
- international organization
- regional partner
- open-source community
- observer

## 37.3 Membership Rights

May include:

- Participation
- proposals
- nominations
- elections within a constituency
- working-group eligibility
- member briefings
- use of accurate membership language

## 37.4 Membership Non-Rights

Membership does not create:

- Endorsement
- certification
- accreditation
- favorable evaluation
- standards veto
- confidential access unrelated to role
- legal approval
- immunity from criticism

## 37.5 Dues

Dues should be scaled by capacity where possible.

## 37.6 Financial Access

Provide waivers or reduced dues for:

- Independent researchers
- public-interest organizations
- low-resource regions
- small evaluators
- open-source communities

## 37.7 Voting

Where members vote, voting should be structured to avoid dominance by:

- Revenue
- organization size
- number of affiliated accounts
- one constituency

## 37.8 Member Conduct

Members should comply with:

- Accurate claims
- conflicts
- confidentiality
- nonretaliation
- respectful participation
- no improper influence

## 37.9 Discipline

Membership discipline should include:

- Notice
- evidence
- response
- reasoned outcome
- appeal

---

# 38. Participation Governance

## 38.1 Participation Objective

Participation should improve:

- Evidence
- legitimacy
- implementation
- fairness
- interoperability
- error detection

## 38.2 Stakeholder Mapping

For a material project, identify:

- Developers
- deployers
- evaluators
- users
- affected non-users
- domain experts
- public-interest institutions
- workers
- purchasers
- governments
- standards bodies
- international partners
- smaller actors

## 38.3 Participation Plan

State:

- Who should participate
- why
- at which stage
- through which method
- with what access
- with what decision influence
- with what support

## 38.4 Participation Methods

- Working-group membership
- public comment
- consultation
- interviews
- workshops
- advisory panel
- affected-party hearing
- survey
- regional forum
- written submission

## 38.5 Participation Barriers

Assess:

- Cost
- language
- time zone
- disability
- travel
- confidentiality
- technical knowledge
- legal resources
- retaliation
- model access

## 38.6 Participation Support

Provide where feasible:

- Stipends
- travel
- translation
- accessibility
- remote access
- orientation
- technical assistance
- confidentiality protection

## 38.7 Influence Record

Document:

- Comments received
- changes made
- comments rejected
- reasons
- unresolved concerns

## 38.8 Participation Theater Test

Participation is weak when:

- It occurs after the decision
- comments receive no response
- dominant actors set the question
- under-resourced actors cannot attend
- dissent is omitted
- confidentiality excludes all external scrutiny

---

# 39. Public Interest and Rights Governance

## 39.1 Public-Interest Assessment

Material standards and institutional decisions should assess:

- Benefits
- harms
- rights
- distribution
- competition
- access
- labor
- privacy
- environment
- democracy
- vulnerable populations
- international effects

## 39.2 Rights Review

Qualified expertise should review decisions that may affect:

- Privacy
- expression
- due process
- nondiscrimination
- labor rights
- accessibility
- democratic participation
- personal security

## 39.3 Affected-Party Notice

Where practical, affected parties should receive notice and opportunity to comment.

## 39.4 No Private Definition of Democratic Legitimacy

Standards Body may assess rights and public-interest consequences.

It should not claim that its internal process substitutes for democratic lawmaking.

## 39.5 Competing Interests

The decision record should state tradeoffs.

## 39.6 Public-Interest Dissent

Material unresolved rights concerns should remain visible.

---

# 40. Research Governance

## 40.1 Research Authority

Research projects should be approved under `RESEARCH_METHODOLOGY.md`.

## 40.2 Research Classification

Use consequence, sensitivity, review, and registration levels.

## 40.3 Human Participants

Obtain appropriate legal and ethical review.

## 40.4 Research Security

High-risk research should receive security and dual-use review.

## 40.5 Research Independence

Sponsors may define a need.

They should not control findings.

## 40.6 Publication

Research publication should follow evidence and security review, not reputation management.

## 40.7 Research Correction

Material errors should be corrected visibly.

## 40.8 Research Integrity

Allegations should receive fair and qualified review.

---

# 41. Standards Governance

## 41.1 Governing Sources

Standards work should follow:

- This framework
- `STANDARDS_DEVELOPMENT_PROCESS.md`
- the work-group charter
- approved standards procedures
- applicable external standards principles

## 41.2 New Work

A new standards project requires:

- Need
- scope
- evidence maturity
- stakeholder mapping
- nonduplication review
- resources
- public-interest assessment
- maintenance plan

## 41.3 Committee Balance

No interest category should dominate.

## 41.4 Editor Control

Editors control form, not unilateral substance.

## 41.5 Public Comment

Material standards should receive public comment.

## 41.6 Comment Disposition

Every material comment should receive a recorded response.

## 41.7 Approval

Approval requires:

- Process completion
- evidence
- consensus assessment
- public-interest review
- security review where relevant
- maintenance
- appeal

## 41.8 Standard Status

Use accurate labels:

- Research draft
- proposed standard
- public-review draft
- approved Standards Body standard
- superseded
- withdrawn

## 41.9 No Legal Claim

An approved Standards Body standard is not legally binding unless adopted through an external lawful process.

---

# 42. Evaluation Governance

## 42.1 Evaluation Authority

Evaluation authority should be assigned by protocol and project.

## 42.2 Protocol and Evaluation Separation

Where Standards Body owns a protocol and performs an evaluation:

- Use separate roles
- independent review
- conflict disclosure
- external replication where consequential

## 42.3 Developer Role

The developer may provide:

- System access
- factual correction
- elicitation support
- security information

The developer should not control the evaluation conclusion.

## 42.4 Evaluation Sponsor

A sponsor should not select a favorable result.

## 42.5 Result Approval

The technical team prepares the result.

Independent review should be required at higher consequence levels.

## 42.6 Public Release

Release should identify:

- Object
- protocol
- evaluator
- evidence
- uncertainty
- limitations
- status
- expiration

## 42.7 Result Appeal

Appeals may address:

- Factual error
- procedure
- conflict
- scoring
- access
- evidence omission

An appeal should not become unlimited task coaching after result access.

## 42.8 Evaluation Incident

Task compromise, data loss, system mismatch, or scoring error may require suspension or withdrawal.

---

# 43. Assurance and Recognition Governance

## 43.1 Role Separation

Maintain distinct governance for:

- Evaluation
- audit
- inspection
- certification
- accreditation
- recognition

## 43.2 Present Limits

Standards Body should not presently certify or accredit.

## 43.3 Evaluator Recognition

Any pilot recognition should state:

- Purpose
- scope
- evidence
- limitations
- status
- expiration
- non-accreditation status

## 43.4 Commercial Separation

Recognition should not depend on purchasing:

- Membership
- consulting
- training
- evaluation
- sponsorship

## 43.5 Registry Governance

Registry status decisions should include due process and appeal.

## 43.6 Future Scheme Governance

A future assurance scheme requires:

- Scheme owner
- criteria
- competence
- impartiality
- surveillance
- complaints
- certificate claims
- withdrawal
- independent oversight

## 43.7 Future Accreditation Function

Creating an accreditation function requires constitutional amendment and separate institutional analysis.

---

# 44. Transparency Governance

## 44.1 Presumption

Governance information should be public unless a legitimate reason requires protection.

## 44.2 Public Governance Information

Publish:

- Mission and authority
- governing documents
- board and council membership
- biographies and affiliations
- appointment methods
- terms
- committee charters
- standards work program
- material decisions
- conflicts
- funding categories
- annual reports
- corrections
- appeals
- standards and protocol status
- institutional-stage status

## 44.3 Meeting Transparency

Different bodies may have different transparency levels.

### Public Session

Appropriate for:

- Work programs
- standards discussions
- public-interest hearings
- community meetings

### Published Summary

Appropriate for:

- Board meetings
- committee decisions
- security-governed technical work

### Controlled Record

Appropriate for:

- Personnel
- litigation
- incidents
- held-out tasks
- sensitive system access

## 44.4 Transparency Is Not Data Dumping

Disclosure should be:

- Timely
- organized
- understandable
- complete enough for accountability
- linked to current status

## 44.5 Delayed Disclosure

Delay may be justified for:

- Security
- negotiation
- personal privacy
- responsible disclosure
- active investigation

The reason and review date should be recorded.

## 44.6 Transparency Review

The `TRANSPARENCY_FRAMEWORK.md` should define detailed disclosure classes.

---

# 45. Confidentiality Governance

## 45.1 Legitimate Confidentiality

Confidentiality may protect:

- Held-out evaluation material
- vulnerabilities
- model access
- personal information
- personnel matters
- contracts
- active investigations
- legal privilege
- national-security information

## 45.2 Classification Levels

- Public
- controlled
- confidential
- restricted
- highly restricted

## 45.3 Classification Owner

Every protected record should have an owner.

## 45.4 Minimum Record

Record:

- Information
- classification
- rationale
- authority
- authorized roles
- retention
- review date
- release condition
- incident response

## 45.5 Overclassification

Overclassification can:

- Conceal error
- block participation
- reduce legitimacy
- prevent replication
- preserve obsolete restrictions

## 45.6 Underclassification

Underclassification can:

- Compromise tests
- expose vulnerabilities
- violate privacy
- create harm
- breach agreements

## 45.7 Independent Review

Consequential conclusions based on nonpublic evidence should receive qualified independent review.

## 45.8 Confidentiality Agreement

An agreement should not prevent:

- Lawful reporting
- whistleblowing
- correction of public misinformation
- reporting serious risk to authorized channels

subject to applicable law.

## 45.9 Release Review

Protected information should be reviewed for:

- Release
- redaction
- continued protection
- destruction
- archival access

---

# 46. Records Governance

## 46.1 Records Principle

A decision that cannot be reconstructed cannot be governed credibly.

## 46.2 Required Records

Maintain:

- Governing documents
- resolutions
- minutes
- delegations
- conflict disclosures
- recusals
- votes
- dissent
- standards comments
- evaluation decisions
- appeals
- complaints
- funding agreements
- security classifications
- incidents
- corrections
- versions

## 46.3 Record Owner

Every record class should have an owner.

## 46.4 Retention

Retention should consider:

- Legal requirements
- institutional memory
- evidence
- privacy
- security
- appeals
- historical value

## 46.5 Destruction

Destruction should be:

- Authorized
- documented
- suspended during legal hold or investigation
- consistent with security and privacy

## 46.6 Version Control

Material governance documents should use controlled versioning.

## 46.7 Authenticity

High-consequence records may use:

- Signatures
- hashes
- immutable logs
- trusted repositories

## 46.8 Access

Access should follow role and classification.

## 46.9 Public Archive

Superseded public governance records should remain discoverable.

## 46.10 Records Incident

Loss, tampering, or unauthorized disclosure may invalidate decisions and trigger review.

---

# 47. Public Communications Governance

## 47.1 Authorized Speakers

Define who may speak for Standards Body.

## 47.2 Personal Capacity

Board members, advisors, contributors, and staff should distinguish personal statements from institutional statements.

## 47.3 Public Claims Review

Material claims concerning:

- Authority
- standards status
- evaluation findings
- safety
- certification
- accreditation
- international status
- partnerships

should receive appropriate review.

## 47.4 No Implied Endorsement

Use of logos, names, members, partners, or advisors should not imply broader endorsement.

## 47.5 Crisis Communications

Crisis statements should be:

- Accurate
- timely
- evidence-bounded
- coordinated with security and legal review
- corrected when necessary

## 47.6 Publication Ownership

The responsible institutional body should own each public output.

## 47.7 Media Independence

Media pressure should not accelerate a finding beyond evidence.

---

# 48. Complaints Governance

## 48.1 Complaint Scope

Complaints may concern:

- Process
- conduct
- conflicts
- evaluation
- standards participation
- membership
- security
- retaliation
- misleading claims
- accessibility
- registry status
- service quality

## 48.2 Intake

Provide accessible channels.

## 48.3 Triage

Classify:

- Informational
- service
- procedural
- integrity
- security
- legal
- urgent

## 48.4 Independence

A complaint should not be investigated solely by the person or team complained about.

## 48.5 Procedure

1. Acknowledge.
2. assess jurisdiction.
3. preserve evidence.
4. screen conflicts.
5. investigate.
6. permit response.
7. decide.
8. communicate outcome.
9. offer appeal.
10. monitor corrective action.

## 48.6 Anonymous Complaints

Anonymous complaints may be reviewed when sufficiently specific and credible.

## 48.7 Bad-Faith Complaints

Bad-faith or harassing complaints may be restricted through documented process.

## 48.8 Complaint Metrics

Track:

- Volume
- type
- response time
- substantiation
- corrective action
- recurrence
- appeal

---

# 49. Appeals Governance

## 49.1 Appeal Eligibility

An appeal should require a defined decision and eligible ground.

## 49.2 Grounds

- Authority error
- procedural error
- factual error
- conflict
- unequal treatment
- unreasonable conclusion
- new material evidence
- insufficient access
- failure to address substantial objection

## 49.3 Filing

State:

- Decision
- grounds
- evidence
- requested remedy
- timing

## 49.4 Interim Relief

The Appeals Panel may suspend a decision when:

- Irreparable harm is plausible
- the appeal has a credible basis
- suspension is proportionate

## 49.5 Review Standard

The framework should define whether review is:

- De novo
- substantial evidence
- procedural
- abuse of authority
- mixed

## 49.6 Hearing

A hearing may be written, oral, or mixed.

## 49.7 Decision

The Panel should provide reasons.

## 49.8 Publication

Publish outcomes proportionately.

## 49.9 Frivolous Repetition

Repeated appeals without new grounds may be dismissed.

## 49.10 Systemic Learning

Appeals should update governance and standards when they reveal recurring problems.

---

# 50. Correction, Withdrawal, and Institutional Error

## 50.1 Correction Duty

Standards Body has a duty to correct material error.

## 50.2 Correction Sources

Corrections may arise from:

- Internal discovery
- complaint
- appeal
- replication
- incident
- source update
- legal change
- external criticism

## 50.3 Correction Classes

- Editorial
- minor factual
- material factual
- methodological
- status
- governance
- withdrawal
- supersession

## 50.4 Approval

The body responsible for the original decision should ordinarily approve correction.

If conflicted or unwilling, the Appeals Panel or higher authority may act within its mandate.

## 50.5 No Silent Change

Material public changes should preserve the original record.

## 50.6 Propagation

Correction should update:

- Website
- registry
- standards
- protocols
- reports
- partnership claims
- dependent decisions

## 50.7 Withdrawal

Withdraw when the work should no longer support the claim or decision.

## 50.8 Governance Error

A technically correct output may require correction if the process was invalid.

## 50.9 Correction Review

Review whether the error reveals a systemic governance problem.

---

# 51. Whistleblowing and Nonretaliation

## 51.1 Purpose

Whistleblowing provides a channel for reporting serious concerns that ordinary management may not address.

## 51.2 Protected Concerns

- Fraud
- corruption
- evidence manipulation
- safety concealment
- security breach
- unlawful conduct
- retaliation
- conflicts
- misuse of authority
- standards manipulation
- financial misconduct

## 51.3 Reporting Channels

Provide:

- Management channel
- Ethics Committee channel
- Board or Audit Committee channel
- independent external channel where appropriate

## 51.4 Confidentiality

Protect identity to the degree possible and lawful.

## 51.5 Nonretaliation

Prohibit retaliation against good-faith reporters and participating witnesses.

## 51.6 False Reports

Knowingly false reports may be misconduct.

A complaint that is not substantiated is not automatically false or bad faith.

## 51.7 Board Reporting

Material whistleblower matters should be reported to an independent board committee.

## 51.8 External Reporting

Nothing should improperly restrict lawful reporting to authorities.

---

# 52. Ethics and Conduct Governance

## 52.1 Code of Conduct

Adopt a code covering:

- Integrity
- respect
- accuracy
- confidentiality
- conflicts
- harassment
- discrimination
- retaliation
- evidence
- misuse of affiliation
- responsible disclosure

## 52.2 Applicability

Apply to:

- Directors
- staff
- members
- contributors
- reviewers
- evaluators
- event participants
- working-group participants

## 52.3 Enforcement

Use proportionate outcomes:

- Guidance
- warning
- training
- role limitation
- removal
- suspension
- termination
- referral

## 52.4 Procedural Fairness

Conduct enforcement should include:

- Notice
- evidence
- response
- conflict-free decision
- appeal

## 52.5 Power Imbalance

Special care is required where the complainant depends on the institution for:

- Employment
- funding
- publication
- model access
- professional recognition
- participation

---

# 53. Security Governance

## 53.1 Security Accountability

The board retains ultimate oversight.

The executive and security leadership manage operations.

## 53.2 Security Risk Register

Track:

- Cyber risk
- insider risk
- task compromise
- model access
- data breach
- physical risk
- vendor risk
- continuity
- dangerous publication
- geopolitical risk

## 53.3 Security-by-Design

Security review should occur at project initiation.

## 53.4 Access Governance

Access should be:

- Role-based
- least-privilege
- approved
- logged
- reviewed
- revoked promptly

## 53.5 Vendor Security

Assess vendors handling:

- Cloud services
- code
- model access
- task banks
- personal data
- communications
- payments

## 53.6 Security Incident

An incident should trigger:

- Containment
- evidence preservation
- authority notification
- impact assessment
- result-status review
- correction
- public notice where appropriate
- independent review

## 53.7 Security Exception

Exceptions require:

- Justification
- risk owner
- compensating controls
- expiration
- approval

## 53.8 Annual Security Review

Conduct internal and external security review proportionate to risk.

---

# 54. Emergency Governance

## 54.1 Emergency Definition

An emergency is an immediate condition that threatens:

- Human safety
- serious public harm
- evaluation integrity
- protected information
- institutional continuity
- legal compliance

## 54.2 Emergency Actors

Define which officers or committees may act.

## 54.3 Permitted Temporary Actions

- Suspend access
- preserve records
- isolate systems
- delay publication
- warn affected parties
- suspend protocol or registry status
- authorize emergency expenditure
- convene emergency review

## 54.4 Prohibited Permanent Actions

Emergency authority may not permanently:

- Change mission
- amend bylaws
- create certification or accreditation powers
- dissolve the institution
- remove appeal
- transfer core assets
- entrench leadership
- adopt a permanent standard

## 54.5 Duration

Emergency actions should expire automatically unless renewed through ordinary governance.

## 54.6 Review

After immediate risk:

- Review authority
- evidence
- proportionality
- impact
- errors
- corrective action
- public disclosure

## 54.7 Abuse

Abuse of emergency authority is a serious governance violation.

---

# 55. Incident Governance

## 55.1 Institutional Incidents

Governance incidents include:

- Conflict failure
- process manipulation
- financial irregularity
- standards compromise
- evaluation compromise
- retaliation
- security breach
- registry error
- false public claim
- leadership misconduct

## 55.2 Incident Owner

Assign an owner independent of implicated persons.

## 55.3 Severity

Classify:

- Minor
- limited
- material
- serious
- critical

## 55.4 Board Notification

Serious and critical incidents should be reported promptly to the board.

## 55.5 Root Cause

Investigate:

- Immediate failure
- contributing conditions
- governance weakness
- incentives
- culture
- oversight
- recurrence

## 55.6 Corrective Action

Track to verification.

## 55.7 Public Learning

Publish safe lessons and corrections.

## 55.8 Incident Registry

Maintain a governance-incident register.

---

# 56. Partnership Governance

## 56.1 Partnership Authority

The board approves major or authority-shaping partnerships.

The executive may approve ordinary partnerships within delegation.

## 56.2 Review Criteria

- Mission
- role
- authority
- funding
- conflict
- public claims
- security
- data
- intellectual property
- publication
- exit
- international implications

## 56.3 Partnership Classification

- Research
- standards
- evaluation
- government
- international
- assurance
- funding
- infrastructure
- public-interest

## 56.4 No Implied Endorsement

Agreements should control use of names and marks.

## 56.5 Exclusive Partnership

Exclusive relationships require enhanced review.

## 56.6 Government Partnership

State clearly whether the relationship is:

- Research
- advisory
- contractual
- recognized
- delegated
- regulatory

## 56.7 Exit

Allow termination for:

- Interference
- misconduct
- mission conflict
- security failure
- misleading claims
- legal change

## 56.8 Partnership Record

Publish a summary of material partnerships.

---

# 57. International Governance

## 57.1 International Participation

International governance should be based on meaningful influence, not symbolic inclusion.

## 57.2 Regional Balance

Track:

- Board geography
- council geography
- working-group participation
- funding
- leadership
- language
- project distribution

## 57.3 National Delegations

Standards Body should not treat an individual as an official national delegate without authorization.

## 57.4 Liaisons

Liaison roles should define:

- Institution
- mandate
- information rights
- confidentiality
- nonvoting or voting status
- reporting

## 57.5 International Decisions

Cross-border recognition and interoperability decisions should include:

- Jurisdiction
- purpose
- scope
- legal effect
- evidence
- conditions
- reservations
- review

## 57.6 Geopolitical Conflict

The institution should preserve technical cooperation where responsible while respecting:

- Law
- sanctions
- security
- human rights
- export controls
- public duties

## 57.7 One-Country Control

No country should obtain control through:

- Board seats
- funding
- hosting
- legal registration
- security access
- standards voting

## 57.8 International Transition

Claiming international institutional status requires evidence of durable, cross-regional governance and participation.

---

# 58. Registry Governance

## 58.1 Registry Authority

Each registry should have:

- Owner
- scope
- data standard
- status rules
- correction
- appeal
- security
- continuity plan

## 58.2 Record Status

Use:

- Proposed
- active
- conditional
- suspended
- expired
- withdrawn
- superseded
- archived

## 58.3 Listing Criteria

Listing should not be confused with endorsement.

## 58.4 Status Change

Status changes require:

- Authority
- evidence
- notice
- response
- record
- appeal where material

## 58.5 Machine-Readable Governance

Registry records should support version and provenance.

## 58.6 Registry Continuity

Maintain backup, succession, and transfer plans.

## 58.7 Public Availability

Public status and scope should be freely accessible.

---

# 59. Marks, Names, and Institutional Claims

## 59.1 Mark Governance

Any future institutional mark should have:

- Defined meaning
- eligibility
- scope
- duration
- surveillance
- misuse rules
- withdrawal
- registry

## 59.2 Membership Mark

A membership mark should state membership only.

## 59.3 Standards-Conformance Mark

Should not be created before a mature conformity scheme.

## 59.4 Safety Mark

A broad safe-AI mark should not be created.

## 59.5 Partner Use

Partners may describe the relationship accurately.

## 59.6 Misuse

The institution may require correction or cessation of misleading use.

## 59.7 Public Claim Review

The public should be able to verify marks and status through a registry.

---

# 60. Enterprise Risk Governance

## 60.1 Risk Responsibility

The Governing Board approves the institutional risk framework and risk appetite.

The Executive Secretariat manages risk.

The Finance, Audit, and Risk Committee oversees.

## 60.2 Risk Categories

- Mission risk
- authority risk
- governance capture
- financial risk
- funding concentration
- legal and regulatory risk
- security risk
- research-integrity risk
- standards-quality risk
- evaluation-validity risk
- assurance risk
- registry risk
- partnership risk
- reputational risk
- workforce risk
- geopolitical risk
- continuity risk

## 60.3 Risk Register

Record:

- Risk
- cause
- consequence
- likelihood
- controls
- owner
- residual risk
- action
- trigger
- review

## 60.4 Risk Appetite

The institution may accept limited operational risk to advance research and public benefit.

It should have low tolerance for:

- Misrepresentation of authority
- evidence manipulation
- pay-to-play recognition
- retaliation
- serious security negligence
- undisclosed controlling conflicts
- misuse of protected information
- false certification or accreditation claims

## 60.5 Emerging Risk

Councils and staff should be able to escalate emerging institutional risks.

## 60.6 Risk Reporting

Serious risk should be reported directly to the board.

## 60.7 Risk Acceptance

High residual risk should be accepted only by the authorized body.

## 60.8 Risk Review

Review after:

- Incident
- major partnership
- institutional transition
- legal change
- new technical function
- significant funding change

---

# 61. Internal Audit and External Review

## 61.1 Internal Audit Purpose

Internal audit evaluates whether governance, risk, and controls operate as intended.

## 61.2 Independence

Internal audit should report functionally to the Finance, Audit, and Risk Committee.

## 61.3 Audit Scope

- Board governance
- delegations
- conflicts
- funding
- procurement
- standards process
- evaluation process
- security
- records
- complaints
- appeals
- partnerships
- registries
- public claims

## 61.4 Audit Plan

Use a risk-based annual plan.

## 61.5 Audit Finding

Record:

- Criteria
- condition
- evidence
- risk
- cause
- recommendation
- owner
- deadline
- verification

## 61.6 Management Response

Management should respond without controlling the finding.

## 61.7 External Governance Review

Commission periodic independent governance review.

Recommended cadence:

- Within two years of legal formation
- before transition into formal standards status
- every three years during institutionalization
- every five years at maturity
- after a critical governance failure

## 61.8 Public Summary

Publish a summary of material external findings and corrective actions.

## 61.9 Auditor Selection

Review:

- Competence
- independence
- conflicts
- scope
- access
- publication rights

---

# 62. Governance Performance

## 62.1 Performance Question

Governance should be evaluated by whether it improves mission achievement, decision quality, integrity, and public accountability.

## 62.2 Board Metrics

- Attendance
- preparation
- conflict compliance
- competence coverage
- succession
- decision quality
- executive oversight
- corrective-action completion

## 62.3 Participation Metrics

- Stakeholder diversity
- regional distribution
- access support
- comment influence
- withdrawal
- unresolved barriers
- affected-party participation

## 62.4 Standards Metrics

- Process compliance
- comment disposition
- consensus quality
- appeal rate
- revision speed
- implementation burden
- external adoption
- retirement

## 62.5 Evaluation Governance Metrics

- Conflict controls
- independent review
- result corrections
- protocol suspensions
- access sufficiency
- appeal outcomes
- result expiration compliance

## 62.6 Financial Metrics

- Funding concentration
- unrestricted revenue
- reserves
- audit findings
- related-party transactions
- budget variance
- service dependence

## 62.7 Integrity Metrics

- Disclosure completion
- recusals
- complaints
- retaliation findings
- correction time
- whistleblower resolution

## 62.8 Security Metrics

- Access reviews
- incidents
- compromise rate
- remediation
- recovery testing
- vendor findings

## 62.9 Governance Outcome

Avoid treating low complaint or appeal volume as automatic success.

It may reflect trust, or it may reflect inaccessible processes.

## 62.10 Annual Governance Report

Publish:

- Governing-body activity
- membership changes
- conflicts
- funding
- standards and evaluation governance
- complaints
- appeals
- corrections
- security summary
- performance
- independent-review findings
- planned improvements

---

# 63. Board and Committee Evaluation

## 63.1 Annual Self-Assessment

Evaluate:

- Purpose
- composition
- meetings
- information
- challenge
- conflicts
- culture
- executive oversight
- strategy
- succession

## 63.2 Individual Director Review

Review:

- Attendance
- preparation
- contribution
- conduct
- conflicts
- competence
- continuing education

## 63.3 Committee Review

Each committee should assess:

- Mandate
- workload
- composition
- access
- decisions
- overlap
- outcomes

## 63.4 External Assessment

Periodic external assessment should test whether internal self-evaluation is credible.

## 63.5 Corrective Action

Evaluation may result in:

- Training
- charter change
- composition change
- chair change
- process change
- director nonrenewal
- role transfer

---

# 64. Governance Education

## 64.1 Board Orientation

New directors should receive:

- Mission
- identity
- authority limits
- fiduciary duties
- governance architecture
- finances
- conflicts
- security
- standards and evaluation functions
- current risks
- canonical files

## 64.2 Continuing Education

Provide ongoing education concerning:

- Frontier AI
- evaluation science
- standards
- conformity assessment
- public-interest governance
- legal duties
- security
- international developments

## 64.3 Committee Training

Members should understand their specific authority and limits.

## 64.4 Contributor Orientation

Participants should understand:

- Process
- conduct
- conflicts
- confidentiality
- decision rights
- dissent
- public claims

## 64.5 Evaluation of Training

Measure whether training improves decisions and compliance.

---

# 65. Succession and Continuity

## 65.1 Leadership Succession

Maintain plans for:

- Chief executive
- board chair
- committee chairs
- research leadership
- standards leadership
- security leadership
- registry custody

## 65.2 Key-Person Risk

No critical function should depend on one person.

## 65.3 Canonical Assets

The institution should control:

- Domains
- repositories
- canonical documents
- records
- protocol identifiers
- registries
- marks
- keys and credentials

## 65.4 Access Continuity

Use:

- Multiple authorized custodians
- emergency access
- secure backups
- documented recovery
- periodic tests

## 65.5 Departure

Departing personnel should:

- Transfer records
- return assets
- lose access promptly
- preserve confidentiality
- disclose unresolved matters

## 65.6 Founder Transition

Before legal or institutional maturity:

- Transfer canonical assets to the institution
- define founder role
- remove permanent special rights
- document institutional ownership
- create successor leadership

## 65.7 Continuity Event

After unexpected loss of leadership, a designated interim authority should operate within narrow delegated powers.

---

# 66. Amendment Governance

## 66.1 Amendment Classes

### Editorial

No change in meaning.

### Operational

Changes a procedure within existing authority.

### Material

Changes decision rights, conflicts, participation, transparency, or committee mandate.

### Constitutional

Changes mission, authority, board control, appeals, institutional form, certification, accreditation, merger, or dissolution.

## 66.2 Proposal

An amendment proposal should identify:

- Current text
- proposed text
- reason
- evidence
- affected bodies
- transition
- risks
- public effect

## 66.3 Review

Material and constitutional amendments should receive:

- Governance review
- legal review
- conflict review
- public-interest review
- public comment where appropriate

## 66.4 Approval

- Operational amendment, authorized body
- material amendment, board supermajority
- constitutional amendment, enhanced supermajority and any legal or member approval

## 66.5 Emergency Amendment

Emergency action may create a temporary procedure.

Permanent amendment should follow normal process.

## 66.6 Version

Publish the new version and preserve the old version.

---

# 67. Institutional Transition Governance

## 67.1 Transition Principle

Standards Body should not assume a more authoritative role merely because it desires greater impact.

## 67.2 Transition Decisions

Transitions include:

- Project to legal organization
- research organization to protocol steward
- protocol steward to standards-development organization
- standards organization to assurance-scheme owner
- creation of certification function
- creation of accreditation function
- acceptance of government delegation
- international institutional transformation

## 67.3 Transition Evidence

Require:

- Public-interest need
- competence
- governance
- legal authority
- financial sustainability
- security
- independence
- participation
- external review
- alternatives
- failure plan

## 67.4 Transition Procedure

1. Publish proposal.
2. obtain specialist reviews.
3. disclose conflicts.
4. conduct public consultation.
5. obtain independent governance review.
6. approve through enhanced board vote.
7. amend `PROJECT_IDENTITY.md`.
8. update public claims.
9. monitor transition.
10. review after implementation.

## 67.5 No Automatic Transition

The institution may determine that:

- Another organization should perform the role
- a network model is preferable
- the science is immature
- the market lacks evaluator capacity
- authority would create unacceptable conflict

## 67.6 Reversal

A new function should have suspension and exit criteria.

---

# 68. Merger, Transfer, and Dissolution Governance

## 68.1 Merger

A merger requires:

- Mission compatibility
- asset protection
- authority analysis
- governance analysis
- staff and stakeholder impact
- public-interest review
- independent legal review
- board supermajority

## 68.2 Function Transfer

A function may be transferred when another institution can perform it better or more credibly.

## 68.3 Asset Transfer

Mission assets should transfer only to a compatible public-interest organization where required by law and charter.

## 68.4 Dissolution Grounds

- Insolvency
- legal impossibility
- mission impossibility
- sustained governance failure
- merger
- obsolescence
- decision that functions are better housed elsewhere

## 68.5 Dissolution Process

- Independent review
- legal compliance
- board supermajority
- any required member or regulator approval
- creditor protection
- asset transfer
- record preservation
- public notice

## 68.6 Record Archive

Preserve:

- Standards
- version history
- corrections
- public decisions
- research
- institutional lessons
- status of registries

---

# 69. Governance Maturity Model

## Level 0: Personal Control

Characteristics:

- Founder decisions
- informal authority
- incomplete records
- no independent review
- no conflict system

## Level 1: Documented Project Governance

Characteristics:

- Identity
- decision owner
- version control
- public authority limits
- basic conflict disclosure
- correction

## Level 2: Governed Organization

Characteristics:

- Legal entity
- accountable board
- bylaws
- committees
- financial controls
- staff policies
- complaints
- security

## Level 3: Multi-Body Technical Governance

Characteristics:

- Scientific Council
- Standards Council
- public-interest review
- independent appeals
- working-group charters
- public decision records
- external review

## Level 4: Mature Standards and Infrastructure Governance

Characteristics:

- Balanced standards process
- audited funding independence
- robust security
- international participation
- functioning registries
- measurable outcomes
- regular external governance evaluation

## Level 5: Adaptive Polycentric Governance

Characteristics:

- Distributed implementation
- interoperable recognition
- regional influence
- continuous governance evaluation
- institutional correction
- function transfer
- durable succession
- demonstrated public legitimacy

## 69.1 Maturity Rule

Governance maturity depends on actual practice.

A detailed governance document does not create mature governance by itself.

---

# 70. Consolidated Governance Failure Modes

## 70.1 Founder Capture

The founder remains the permanent decision authority.

Control:

- Term limits
- no veto
- institutional asset ownership
- succession
- independent board

## 70.2 Board Capture

One constituency controls the board.

Control:

- Seat limits
- independence targets
- transparent appointments
- external review

## 70.3 Executive Capture

Staff leadership dominates nominal oversight.

Control:

- Board information rights
- executive sessions
- internal audit
- whistleblower channels
- reserved matters

## 70.4 Donor Capture

Funding controls priorities or findings.

Control:

- Concentration targets
- prohibited conditions
- public disclosure
- reserves

## 70.5 Developer Capture

Developers control standards or evaluation conclusions.

Control:

- Balanced participation
- independent review
- role separation
- public-interest review

## 70.6 Evaluator Capture

Commercial evaluators shape competence rules to exclude rivals or sell services.

Control:

- Diverse participation
- proficiency evidence
- competition review
- external accreditation relationships

## 70.7 Government Capture

One government controls a purportedly international institution.

Control:

- Funding diversity
- cross-regional governance
- publication independence
- explicit mandate

## 70.8 Committee Theater

Committees exist without authority or output.

Control:

- Charters
- performance
- records
- sunset

## 70.9 Public-Interest Theater

Affected parties are consulted without influence.

Control:

- Early participation
- comment disposition
- reconsideration rights
- support funding

## 70.10 Consensus Theater

A vote is labeled consensus while substantial objections are ignored.

Control:

- Objection records
- independent process review
- minority reports

## 70.11 Confidentiality Capture

Sensitive status conceals weak evidence or conflict.

Control:

- Classification review
- independent access
- public minimum
- appeal

## 70.12 Transparency Failure

Disclosure exposes sensitive information or overwhelms users.

Control:

- Structured transparency
- redaction
- responsible timing
- clear summaries

## 70.13 Appeals Illusion

Appeals are controlled by the original decision maker.

Control:

- Independent Panel
- direct access
- separate budget
- reasoned decisions

## 70.14 Records Failure

Decisions cannot be reconstructed.

Control:

- Mandatory records
- version control
- retention
- audit

## 70.15 Emergency Entrenchment

Temporary power becomes permanent.

Control:

- Automatic expiration
- prohibited actions
- post-event review

## 70.16 Mission Drift

Revenue or political activity displaces core purpose.

Control:

- Mission review
- program portfolio
- board duty
- funding policy
- dissolution option

## 70.17 Governance Overload

Process becomes too heavy for timely technical work.

Control:

- Proportionality
- delegation
- risk tiers
- provisional outputs
- defined timelines

## 70.18 Governance Underload

High-consequence work receives informal approval.

Control:

- Decision classification
- mandatory review
- reserved matters
- audit

## 70.19 Competence Failure

Decision makers lack relevant expertise.

Control:

- Competence matrix
- specialist councils
- external experts
- training
- recusal for lack of competence where necessary

## 70.20 Institutional Permanence

The institution preserves itself after losing value.

Control:

- External evaluation
- sunset
- transfer
- merger
- dissolution

---

# 71. Serious Objections and Responses

## Objection 1: The framework is too complex for an early project

The complete framework describes a mature institution.

Present-stage governance should apply proportionately.

The alternative is not no governance.

It is undocumented personal power.

## Objection 2: Strong board independence will reduce technical access

Developer and evaluator participation remains necessary.

Control limits prevent dominance rather than exclusion.

## Objection 3: Multistakeholder governance slows decisions

It can.

Use risk tiers, delegation, provisional outputs, and defined timelines.

Speed should not eliminate legitimacy for consequential work.

## Objection 4: Public-interest councils will politicize technical standards

Technical choices already distribute benefits, burdens, and authority.

Public-interest review makes those effects visible without replacing technical competence.

## Objection 5: Consensus enables obstruction

Consensus should not require unanimity.

Bad-faith obstruction can be managed through procedure.

Material dissent should still be preserved.

## Objection 6: Confidential work cannot support transparent governance

Exact evidence may remain restricted.

Governance, reviewer identity, scope, limitations, status, and appeal can remain visible.

## Objection 7: An independent appeals body will undermine management

A bounded appeal function improves authority by correcting error.

It should not manage ordinary operations.

## Objection 8: Funding concentration targets are unrealistic during formation

Temporary concentration may be unavoidable.

The exception should be transparent, governed, and accompanied by diversification.

## Objection 9: Founder protections are needed to preserve mission

Mission should be protected through charter, board duties, independent governance, and public accountability.

Permanent founder control creates its own mission risk.

## Objection 10: A private institution cannot represent the public interest

It cannot represent the public as a whole.

It can create public-interest review, affected-party participation, transparent reasoning, and bounded claims.

---

# 72. Governance Implementation Pathway

## Phase 1: Present-Stage Controls

- Adopt this framework
- maintain material decision records
- publish authority limits
- disclose material conflicts and funding
- create correction and complaint channels
- use external review

## Phase 2: Formation Governance

- Draft charter and bylaws
- complete legal analysis
- create board competence matrix
- establish nomination process
- transfer canonical assets
- adopt core policies

## Phase 3: Initial Board and Executive Governance

- Appoint founding board
- establish term limits
- create committees
- appoint executive
- establish financial controls
- create board calendar
- create delegation register

## Phase 4: Technical Governance

- Establish Scientific and Evaluation Council
- establish Standards Council
- establish Public Interest and Rights Council
- charter working groups
- adopt standards procedure

## Phase 5: Integrity and Review Governance

- Establish Ethics Committee
- establish Security Committee
- establish independent Appeals Panel
- establish whistleblower channel
- conduct governance audit

## Phase 6: Participatory Governance

- Launch Contributor and Community Assembly
- create member structure
- fund participation
- publish comment and proposal systems

## Phase 7: International Governance

- Establish International Coordination Forum
- develop regional participation
- translate core governance sources
- test cross-border decision procedures

## Phase 8: Institutional Review

- Commission external review
- publish findings
- correct weaknesses
- decide readiness for standards-development transition

---

# 73. Governance Scorecard

| Dimension | Core question |
|---|---|
| Mission | Does governance protect the stated mission? |
| Authority | Is every power bounded and accurately described? |
| Hierarchy | Are governing sources ordered and controlled? |
| Board | Is the board competent, independent, plural, and accountable? |
| Founder | Is permanent founder control prevented? |
| Executive | Is management authority delegated and supervised? |
| Separation | Are conflicting functions separated? |
| Councils | Do technical and public-interest bodies have real mandates? |
| Committees | Are integrity, security, finance, and nominations governed? |
| Appeals | Are eligible decisions reviewed independently? |
| Participation | Can affected and under-resourced actors influence work? |
| Membership | Does membership avoid pay-to-govern control? |
| Decisions | Are authority, evidence, reasons, dissent, and review recorded? |
| Consensus | Are substantial objections genuinely addressed? |
| Conflicts | Are conflicts disclosed, assessed, and controlled? |
| Independence | Is role-specific independence sufficient? |
| Funding | Can funders influence findings or standards improperly? |
| Finance | Are assets, budgets, procurement, and reserves controlled? |
| Research | Is research governed by method, ethics, and security? |
| Standards | Is standards work balanced, open, and appealable? |
| Evaluation | Are protocol, evaluator, sponsor, and result roles controlled? |
| Assurance | Are evaluation, certification, accreditation, and recognition distinct? |
| Transparency | Is governance visible and understandable? |
| Confidentiality | Is protected information governed and reviewable? |
| Records | Can decisions be reconstructed? |
| Complaints | Are complaints accessible and independently reviewed? |
| Whistleblowing | Are reporters protected? |
| Security | Are protected systems and evidence controlled? |
| Emergency | Are emergency powers narrow and temporary? |
| Partnerships | Are authority, funding, claims, and exit governed? |
| International | Is international participation meaningful and nonhegemonic? |
| Risk | Are institutional risks owned and monitored? |
| Audit | Is governance independently evaluated? |
| Succession | Can the institution survive key-person loss? |
| Transition | Are authority expansions evidence-based and reversible? |
| Dissolution | Can functions and assets be transferred responsibly? |

## 73.1 Critical Failures

The following normally prevent Standards Body from operating as a credible formal standards institution:

- Permanent founder veto
- One constituency controlling the board
- Funder control of findings
- No conflict process
- No independent appeals
- No standards-process records
- No security for protected evidence
- No correction process
- Certification or accreditation claims without authority
- Membership purchasing recognition
- Executive control of board appointments
- Inability to reconstruct decisions
- No succession or asset control
- No external governance review
- Public claims exceeding legal or institutional authority

## 73.2 No Composite Score

Do not average the scorecard into one overall number.

A critical governance failure should remain decisive.

---

# 74. Governance Body Charter Template

**Body name:**  
**Body type:**  
**Parent authority:**  
**Version:**  
**Effective date:**  
**Review date:**  

## Purpose

## Authority

## Limits

## Responsibilities

## Reserved Matters

## Composition

## Competence Requirements

## Independence Requirements

## Appointment

## Terms

## Chair and Officers

## Quorum

## Decision Method

## Conflicts and Recusal

## Records and Transparency

## Confidentiality

## Reporting

## Appeals

## Performance Review

## Amendment

## Sunset or Dissolution

---

# 75. Board Competence and Independence Matrix

| Seat | Competence | Constituency perspective | Current affiliation | Material relationships | Independence status | Term | Committee roles |
|---|---|---|---|---|---|---|---|
| 1 | | | | | | | |
| 2 | | | | | | | |
| 3 | | | | | | | |

## Coverage Review

- Frontier AI and evaluation:
- Standards and conformity assessment:
- Governance and nonprofit stewardship:
- Public interest and rights:
- Law and public institutions:
- Finance and audit:
- Security:
- International and regional experience:

## Control Review

- Largest constituency share:
- Developer and provider share:
- Evaluator and assurance-provider share:
- Independent-director share:
- Largest funder relationship:
- Founder status:
- Identified gaps:

---

# 76. Board Nomination Record Template

**Candidate:**  
**Proposed seat:**  
**Nominator:**  
**Date:**  

## Competence

## Mission Alignment

## Governance Experience

## Institutional Affiliations

## Financial and Professional Relationships

## Current and Recent Conflicts

## Independence Assessment

## Constituency Classification

## Geographic and Perspective Contribution

## Time Capacity

## Security Considerations

## Public Information

## Interview Findings

## References and Due Diligence

## Appointment Recommendation

## Term

## Conditions

---

# 77. Annual Conflict Disclosure Template

**Name:**  
**Role:**  
**Reporting period:**  

Disclose relevant:

## Employment and Offices

## Board and Advisory Roles

## Ownership and Investments

## Consulting and Client Relationships

## Funding and Grants

## Intellectual Property

## Research and Standards Interests

## Family and Close Personal Relationships

## Political or Government Roles

## Litigation or Disputes

## Model, Data, or Infrastructure Access Dependencies

## Other Interests

**Certification:**  
I have disclosed interests reasonably relevant to my Standards Body role and will disclose material changes when they arise.

**Signature:**  
**Date:**  

---

# 78. Matter-Specific Conflict Assessment Template

**Matter:**  
**Person:**  
**Role in decision:**  
**Reviewer:**  
**Date:**  

## Interest

## Relationship to Matter

## Materiality

## Public Perception

## Necessity of Expertise

## Available Controls

## Decision

- No material conflict
- disclosure
- role limitation
- discussion recusal
- voting recusal
- information restriction
- independent review
- replacement
- relationship rejection

## Conditions

## Appeal

## Review Date

---

# 79. Delegation of Authority Record

**Delegation ID:**  
**Delegating body:**  
**Delegate:**  
**Effective date:**  
**Expiration or review date:**  

## Authority Delegated

## Excluded Authority

## Financial Limit

## Conditions

## Required Consultation

## Conflict Rules

## Reporting

## Records

## Subdelegation

## Emergency Use

## Revocation

## Approval

---

# 80. Material Decision Record Template

**Decision ID:**  
**Decision class:**  
**Decision owner:**  
**Date:**  
**Status:**  

## Question

## Authority

## Proposal

## Scope

## Evidence Standard

## Evidence Reviewed

## Consultation

## Conflicts and Recusals

## Options

## Consequences of Error

## Decision

## Reasons

## Conditions

## Dissent

## Public Record

## Confidential Record

## Appeal

## Effective Date

## Expiration or Review

## Responsible Actions

---

# 81. Substantial Objection Record Template

**Project or decision:**  
**Objector:**  
**Affiliation or interest:**  
**Date:**  

## Objection

## Evidence

## Materiality

## Responsible Body Response

## Changes Made

## Unresolved Elements

## Final Status

- Resolved
- partly resolved
- preserved dissent
- rejected with reasons
- outside scope

## Publication

---

# 82. Governance Meeting Record Template

**Body:**  
**Date:**  
**Location or platform:**  
**Chair:**  
**Secretary:**  

## Attendance

## Quorum

## Conflicts and Recusals

## Agenda

## Evidence and Materials

## Deliberation Summary

## Decisions

## Votes

## Dissent

## Actions and Owners

## Deadlines

## Confidential Items

## Public Summary

## Approval of Record

---

# 83. Funding Acceptance Review Template

**Funding source:**  
**Amount or value:**  
**Period:**  
**Purpose:**  
**Reviewer:**  

## Mission Fit

## Restrictions

## Control Rights

## Publication Rights

## Standards or Evaluation Relationship

## Board or Appointment Rights

## Concentration Effect

## Related Parties

## Political and Reputational Risk

## Security and Data Conditions

## Exit and Termination

## Independence Safeguards

## Public Disclosure

## Decision

- Accept
- accept with conditions
- defer
- reject

## Review Date

---

# 84. Complaint Record Template

**Complaint ID:**  
**Complainant:**  
**Confidentiality request:**  
**Date received:**  
**Subject:**  

## Allegation

## Jurisdiction

## Severity

## Conflicts

## Evidence

## Interim Action

## Investigation

## Respondent Response

## Finding

## Corrective Action

## Communication

## Appeal

## Closure Date

## Systemic Lessons

---

# 85. Appeal Record Template

**Appeal ID:**  
**Decision appealed:**  
**Appellant:**  
**Date:**  

## Eligible Ground

## Requested Remedy

## Evidence

## Interim Relief

## Original Decision Record

## Panel Members and Conflicts

## Review Standard

## Hearing or Submissions

## Findings

## Decision

- Affirm
- modify
- remand
- suspend
- reverse
- outside jurisdiction

## Reasons

## Public Record

## Effective Date

## Systemic Recommendation

---

# 86. Emergency Decision Template

**Emergency ID:**  
**Trigger:**  
**Date and time:**  
**Decision maker:**  
**Authority:**  

## Immediate Risk

## Evidence Available

## Action

## Affected Systems, Records, or Rights

## Proportionality

## Alternatives

## Duration

## Notification

## Review Body

## Review Deadline

## Public Notice

## Termination

## Corrective Actions

---

# 87. Governance Risk Register Template

| Risk | Category | Cause | Consequence | Likelihood | Existing controls | Residual risk | Owner | Action | Trigger | Review |
|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | |

---

# 88. Governance Transition Review Template

**Current institutional stage:**  
**Proposed stage:**  
**Decision owner:**  
**Date:**  

## New Function or Authority

## Public-Interest Need

## Alternatives

## Evidence of Competence

## Board and Council Readiness

## Independence

## Funding

## Legal Authority

## Security

## Participation

## International Implications

## Conflicts

## Failure and Exit Plan

## Independent Review

## Public Comment

## Decision

- Approve
- pilot
- approve with conditions
- defer
- reject

## Required Amendments

## Monitoring

## Review Date

---

# 89. Annual Governance Report Template

## Institutional Status

## Governing Bodies

## Appointments and Terms

## Board and Committee Activity

## Mission and Strategy

## Standards Governance

## Evaluation Governance

## Research Governance

## Public-Interest Participation

## International Participation

## Conflicts and Recusals

## Funding and Concentration

## Financial Audit

## Security and Incidents

## Complaints

## Appeals

## Corrections and Withdrawals

## Whistleblower Matters

## Governance Performance

## External Review

## Material Risks

## Planned Improvements

---

# 90. Canonical Standards Body Governance Positions

Standards Body adopts the following working positions.

1. Governance is part of technical and institutional validity.

2. Every important power should have a defined owner and boundary.

3. Applicable law and the institutional charter govern above internal policy.

4. `PROJECT_IDENTITY.md` governs present mission, status, and authority.

5. Lower-level decisions may not silently override higher-level governance sources.

6. Standards Body should not become one unitary authority for research, standards, evaluation, certification, accreditation, enforcement, and appeals.

7. Governing bodies should exercise the function assigned to them and no more.

8. The Governing Board protects mission, fiduciary integrity, strategy, leadership, and institutional risk.

9. The board should not substitute itself for qualified technical review.

10. The chief executive should not chair the Governing Board.

11. The chief executive should operate under written delegation.

12. Reserved constitutional and fiduciary matters should remain with the board.

13. No single constituency should control one third or more of mature board voting seats.

14. At least two thirds of mature board directors should ordinarily be independent of organizations directly subject to active Standards Body work.

15. Funding should not create automatic board seats.

16. The founder should not hold a permanent board seat, veto, appointment right, or amendment right.

17. Board terms should be staggered and limited.

18. Directors should be selected through competence, integrity, independence, and perspective review.

19. Directors should not be described as representing a constituency without a legitimate mandate.

20. Every council and committee should have a written charter.

21. Advisory bodies should not be presented as governing bodies.

22. The Scientific and Evaluation Council should govern technical quality within scope.

23. The Standards Council should govern the standards process within delegated authority.

24. The Public Interest and Rights Council should possess meaningful reconsideration and review functions.

25. The International Coordination Forum should support participation and interoperability without claiming intergovernmental authority.

26. The Ethics, Integrity, and Conflicts Committee should have independent access to the board.

27. The Security and Confidentiality Committee should protect evidence without suppressing valid criticism.

28. The Finance, Audit, and Risk Committee should oversee funding concentration and institutional independence.

29. Eligible appeals should be decided independently of original decision makers.

30. The Contributor and Community Assembly should create real proposal and accountability pathways.

31. Working groups should be chartered, balanced, recorded, and time-limited.

32. Membership should create participation, not purchased authority.

33. Membership should not imply endorsement, certification, accreditation, or approval.

34. Participation should begin early enough to affect the question and design.

35. Affected-party consultation should not be treated as democratic authority.

36. Consensus is broad agreement after addressing substantial objections, not unanimity or silence.

37. Majority vote should not be mislabeled consensus.

38. Material dissent should remain visible.

39. Technical deadlock should not be resolved by unsupported board declaration.

40. Conflicts should be assessed by materiality and role, not disclosure alone.

41. No person should decide their own compensation, complaint, appeal, evaluation, certification, accreditation, or material private transaction.

42. External status does not establish independence.

43. Independence should be assessed across organizational, financial, methodological, informational, operational, publication, intellectual, political, and security dimensions.

44. Funding is a governance system.

45. Result-dependent funding is prohibited.

46. Funders should not select reviewers or control findings.

47. Funding concentration should decline as the institution matures.

48. Financial reserves should support continuity and publication independence.

49. Material related-party transactions require unconflicted approval and documentation.

50. Core governance information should be public.

51. Confidentiality should be justified, scoped, reviewable, and time-bounded where possible.

52. Consequential public claims based on nonpublic evidence require qualified independent review.

53. Governance records should allow reconstruction of decisions.

54. Material public errors should not be corrected silently.

55. Complaints should be accessible and conflict-free.

56. Good-faith whistleblowers should be protected from retaliation within institutional control.

57. A complaint that is not substantiated is not automatically bad faith.

58. Security exceptions should be documented and expire.

59. Emergency authority should be narrow, temporary, and reviewed.

60. Emergency authority should not permanently change mission, authority, appeals, leadership, or asset ownership.

61. Partnership does not imply endorsement.

62. Major partnerships should disclose purpose, funding, governance, and claim limits.

63. International participation should be meaningful, multilingual, and regionally distributed.

64. No one country should control a purportedly international institution.

65. A registry listing should not be treated as endorsement unless the registry explicitly provides recognition.

66. Marks should have defined meaning, scope, duration, surveillance, and withdrawal.

67. Standards Body should not create a broad safe-AI mark.

68. Research, standards, evaluation, assurance, and recognition should each have distinct governance.

69. Standards approval does not create legal obligation without external lawful adoption.

70. Standards Body should not initially certify or accredit.

71. Any future certification or accreditation function requires constitutional amendment, separate competence, impartiality, and external review.

72. Institutional risk should include mission, authority, capture, security, funding, standards, evaluation, registry, and continuity risk.

73. Internal audit should have direct access to an independent board committee.

74. The institution should commission periodic external governance evaluation.

75. Low complaint volume should not automatically be interpreted as good governance.

76. Board and committee performance should be reviewed regularly.

77. Governance education is a continuing obligation.

78. No critical function should depend on one person.

79. Canonical assets should be institutionally controlled after formation.

80. Institutional-stage transitions should require public-interest need, competence, governance, legal analysis, security, funding, participation, and external review.

81. Institutional authority expansions should be reversible.

82. A function may be transferred when another institution can perform it more credibly.

83. Dissolution should preserve public-interest assets and records.

84. Governance maturity depends on demonstrated practice, not document volume.

85. Governance failure should trigger correction, suspension, restructuring, transfer, or dissolution as appropriate.

86. Standards Body should preserve the possibility that it is not the appropriate final institution for a function.

---

# 91. Relationship to Other Canonical Files

## `PROJECT_IDENTITY.md`

Defines the project's mission, current status, public positioning, and authority limits.

This framework cannot expand those limits by implication.

## `PROJECT_MANIFESTO.md`

Defines the deeper project purpose and long-term ambition.

## `INSTITUTION_DESIGN.md`

Allocates institutional functions and defines the preferred organizational ecosystem.

This framework operationalizes governance within that design.

## `FOUNDATIONS.md`

Defines the eight foundations the governance system must support.

## `FOUNDATIONS_APPENDIX.md`

Provides the integrated cross-foundation lifecycle and decision architecture.

## `TERMINOLOGY.md`

Defines governance, authority, consensus, review, audit, certification, accreditation, and related terms.

## `EVIDENCE_STANDARDS.md`

Defines evidence levels and decision-grade evidence.

Governance decisions should state their evidence standard.

## `RESEARCH_METHODOLOGY.md`

Governs research approval, methods, review, ethics, security, and correction.

## `TAXONOMY.md`

Classifies governance bodies, roles, decisions, authority, conflicts, status, and records.

## `EVALUATION_PHILOSOPHY.md`

Defines the evaluation principles that technical governance should preserve.

## `STANDARDS_DEVELOPMENT_PROCESS.md`

Will provide the complete standards-project lifecycle, consensus rules, public comment, approval, maintenance, and appeals.

## `EVALUATOR_ACCREDITATION_FRAMEWORK.md`

Will define evaluator competence, recognition, accreditation relationships, surveillance, and scope governance.

## `CONTRIBUTOR_FRAMEWORK.md`

Will define participation, contributor roles, conduct, credit, access, and removal.

## `TRANSPARENCY_FRAMEWORK.md`

Will define disclosure classes, records, reporting, access requests, and protected review.

## `PARTNERSHIP_PRINCIPLES.md`

Will define partnership review, funding, claims, data, intellectual property, and exit.

## `LONG_TERM_ROADMAP.md`

Will sequence governance formation and institutional transitions.

---

# 92. Final Governance Position

Governance determines whether Standards Body becomes a credible institution or a persuasive appearance of one.

A technically sophisticated project can fail through:

- Founder control
- hidden funding influence
- unreviewable secrecy
- ceremonial councils
- purchased membership power
- manipulated consensus
- weak records
- inaccessible appeals
- permanent emergency authority
- false claims of official status

The opposite failure is also possible.

Governance can become so procedural that it prevents timely learning, excludes technical experimentation, and protects the institution rather than its mission.

The goal is not maximum bureaucracy.

The goal is disciplined authority.

A credible governance system should make it possible to answer:

- Who decided?
- Under which authority?
- Based on what evidence?
- Who participated?
- Who was conflicted?
- Which objections remained?
- Which information was protected and why?
- Who can appeal?
- When will the decision be reviewed?
- How can it be corrected?
- What happens if the institution itself fails?

The mature institution should be governed strongly enough to maintain standards, evidence, security, and continuity.

It should be constrained strongly enough that no founder, funder, developer, government, evaluator, board, executive, or technical council becomes the unquestionable source of truth.

The defining governance rule of Standards Body is:

> **Allocate power by function, limit it by rule, support it with evidence, expose it to challenge, and preserve the ability to correct or transfer it.**

---

# References and Research Basis

[^iso-37000]: International Organization for Standardization, **ISO 37000:2021, Governance of organizations, Guidance**. https://www.iso.org/standard/65036.html

[^iso-37004]: International Organization for Standardization, **ISO 37004:2023, Governance maturity model, Guidance**. https://www.iso.org/standard/65037.html

[^iso-directives]: International Organization for Standardization and International Electrotechnical Commission, **ISO/IEC Directives, Part 1, Procedures for the Technical Work**. https://www.iso.org/sites/directives/current/consolidated/index.html

[^nist-rmf]: National Institute of Standards and Technology, **Artificial Intelligence Risk Management Framework (AI RMF 1.0)**, NIST AI 100-1, 2023. https://nvlpubs.nist.gov/nistpubs/ai/nist.ai.100-1.pdf

[^nist-govern]: National Institute of Standards and Technology, **AI RMF Playbook, Govern Function**. https://airc.nist.gov/airmf-resources/playbook/govern/

[^oecd-ai]: OECD, **Recommendation of the Council on Artificial Intelligence**, adopted 2019 and updated 2024. https://legalinstruments.oecd.org/en/instruments/oecd-legal-0449

[^wto-principles]: World Trade Organization, **Principles for the Development of International Standards, Guides and Recommendations**. https://www.wto.org/english/tratop_e/tbt_e/principles_standards_tbt_e.htm

[^coe-convention]: Council of Europe, **Framework Convention on Artificial Intelligence and Human Rights, Democracy and the Rule of Law**. https://www.coe.int/en/web/artificial-intelligence/the-framework-convention-on-artificial-intelligence

[^irs-governance]: Internal Revenue Service, **Governance and Related Topics, 501(c)(3) Organizations**. https://www.irs.gov/pub/irs-tege/governance_practices.pdf

[^irs-conflict]: Internal Revenue Service, **Form 1023: Purpose of Conflict of Interest Policy**. https://www.irs.gov/charities-non-profits/form-1023-purpose-of-conflict-of-interest-policy

[^iso-consensus]: International Organization for Standardization, **ISO/IEC Directives and consensus in standards development**. https://www.iso.org/directives-and-policies.html

[^nist-standards]: National Institute of Standards and Technology, **AI Standards**. https://www.nist.gov/artificial-intelligence/ai-standards

---

# Revision Record

## Version 1.0

**Date:** July 16, 2026

**Change type:** Complete foundational edition

**Summary:** Establishes the canonical Standards Body governance constitution and decision-control system. Defines authority limits, governance principles, constitutional hierarchy, present-stage governance, governing-board composition and independence, nomination, terms, meetings, reserved matters, executive authority, delegation, councils, committees, appeals, contributor participation, working groups, decision taxonomy, voting, consensus, dissent, deadlock, conflicts, independence, funding, finance, membership, public-interest participation, research, standards, evaluation, assurance, transparency, confidentiality, records, communications, complaints, correction, whistleblowing, ethics, security, emergencies, incidents, partnerships, international governance, registries, marks, risk, audit, performance, succession, amendment, transition, dissolution, maturity, failure modes, objections, implementation, scorecard, operational templates, canonical positions, and primary research basis.

**Status:** Approved foundational source.
