Governance
Charter
The current public charter is Foundation Charter v2.4, dated May 9, 2026. It defines the Foundation’s public-interest role in stewarding forensic audit infrastructure for AI behavioral evidence and sets the anti-capture rules needed for independent standards work. The Foundation is registered in Oregon as a nonprofit public benefit corporation, and federal 501(c)(3) tax-exempt recognition is pending.
The charter identifies the Foundation’s major public functions:
- Forensic audit infrastructure for AI behavioral evidence
- Open trust infrastructure via the Governance Trust Envelope (GTE)
- Standard stewardship for the HEART Standard stack
- Certification authority for Guardians and HVC
- Research support and knowledge preservation
- Boundary maintenance between public standards work and commercial/reference implementations
Dual-entity boundary
Foundation Charter v2.4 makes dual-entity separation a constitutional provision. The Foundation stewards public-interest standards, open methodology, forensic audit discipline, Guardian and HVC infrastructure, and research programs. Commercial entities separately owned by Foundation principals, including HeartCore Ventures-related projects, develop and operate market-facing products outside the Foundation.
Those entities may interact with the Foundation only through three public-interest pathways:
- open infrastructure reuse under the same MIT or CC BY 4.0 license terms available to any third party;
- external deployer certification through independent Guardian audit, standard fees, founder recusal, and the Certification Firewall;
- consented, anonymized, properly documented research-data contribution under written agreement and without preferential treatment.
Foundation funds, grants, staff time, equipment, restricted charitable assets, and tax-exempt status cannot be used to develop, subsidize, market, or operate commercial ventures owned by Foundation principals.
Anti-capture architecture
The Foundation publishes structural protections against commercial, regulatory, ideological, founder, procedural, and self-capture. The operational intent is simple: mission first, institution second.
The anti-capture model is public because governance only works when outsiders can inspect the rules that protect it.
Current status
The Foundation should be clear about what is live now and what is still in formation.
| Status | Reality |
|---|---|
| Live | Oregon nonprofit registration, HEART Standard v1.8, Foundation Charter v2.4, governance pages, board materials, contact flow, and HTTPS deployment |
| In Formation | Board seating, interim governance cadence, candidate review for independent directors, and federal 501(c)(3) recognition process |
| Pending | IRS determination, first fully seated board meeting, finalized board roster, and public filings that follow seating |
Public bodies
- Advisory Council
- Guardian Council
- Division Evaluation Committee
- Technical Standards Committee
- Research Advisory Board
Board materials
The Foundation is making its board posture public so prospective directors can evaluate whether the role fits their expertise and independence.
Formation state
The Foundation is public about its formation phase because professionalism includes clarity about what is live and what is still being seated. Oregon registration is complete. Federal 501(c)(3) recognition is pending. The current structure is operational, but the board and related public bodies are still being assembled with care.
The objective is a seated, independent board with the right mix of nonprofit governance, standards work, public-interest oversight, and operational discipline.
Public documents
Board — The Heart AI Foundation board structure, duties, and role in the formation phase.
Board Packet — Prospective director materials for the Heart AI Foundation.
Board Recruitment — Board roles and criteria for the Heart AI Foundation's formation phase.
Code of Conduct — Professional conduct expectations for Heart AI Foundation board service.
Conflict of Interest Policy — Conflict disclosure, recusal, and independence rules for the Heart AI Foundation board.
Documents — Canonical governance and formation materials for the Heart AI Foundation.
Governance Calendar — A public cadence for the Foundation's governance work during the formation phase.
In Formation — How the Heart AI Foundation is presenting itself while the board and public bodies are still being seated.