Articles of Incorporation

Registered Office

The province in which the registered office of the corporation is to be situated is Ontario.

The address of the registered office is:

Rta Phi Foundation
250 Dundas St S, Unit 6, #963
Cambridge, Ontario, N1R 8A8
Canada

Number of Directors

The minimum and maximum number of directors of the corporation are as follows:

• (a)Minimum: Three (3)
• (b)Maximum: Nine (9)

Membership

The corporation shall have no members. All governance authority is vested in the board of directors, in accordance with the General Bylaws of the corporation.

Statement of Purpose

The purposes of the corporation are:

• (a) to receive, evaluate, and steward engineering designs, methods, and related technical works contributed by or licensed from third parties;
• (b) to publish such designs and works to the public under open-source licence terms, including without limitation the GNU Affero General Public Licence;
• (c) to operate a commercial licensing program for the benefit of the corporation's open-source publication activities and to sustain those activities in perpetuity; and
• (d) to carry out all activities incidental or conducive to the attainment of the foregoing purposes, whether within Canada or internationally.

Restrictions on Activities

The corporation shall not carry on any activity or exercise any power that is contrary to the Canada Not-for-profit Corporations Act or inconsistent with the purposes set out in Article 5.

No part of the income of the corporation shall be available for the personal benefit of any director, officer, or other individual associated with the corporation, except as reasonable compensation for services rendered.

Restricted Business Activities

The corporation shall not, directly or indirectly:

• (a)manufacture, produce, or sell any physical or digital product;
• (b)provide engineering, consulting, or professional services for compensation to any person;
• (c)originate, develop, or claim ownership of new intellectual property or designs independently of any contributing party;
• (d)acquire equity, ownership interests, or voting rights in any other corporation, partnership, or entity;
• (e)acquire real property beyond what is reasonably necessary for the maintenance of a registered office and administrative operations;
• (f)engage in political activity, lobbying, or advocacy in respect of any legislation, candidate, or electoral matter;
• (g)establish or control any subsidiary or affiliate entity; or
• (h)accept any donation or contribution that imposes conditions on the corporation's exercise of its licensing authority.

Grant-Making

The corporation may make grants to external organisations or individuals in support of phi-related research, publication, or open-source development, provided that each such grant is approved by the φ super-majority threshold set out in the corporation's General Bylaws. "Phi-related" has the meaning given in those Bylaws.

Non-PCI Portfolio

The corporation may accept designs, methods, and technical works from contributors other than Phi-Coherent Inc., subject to the condition that all such works meet the phi-elegance standard set out in the corporation's General Bylaws. Revenue from licensing non-PCI works is not subject to any revenue-sharing arrangement with Phi-Coherent Inc. and is governed solely by the terms agreed between the corporation and the relevant contributor.

PCI Licence Restrictions

Without the prior written consent of Phi-Coherent Inc., the corporation shall not:

• (a)assign, transfer, novate, or purport to transfer to any person any licence, right, or interest in intellectual property granted to the corporation by Phi-Coherent Inc.;
• (b)grant to any person the right to sub-licence, on the corporation's behalf or otherwise, any intellectual property licensed from Phi-Coherent Inc., except as expressly authorised by the licensing agreement in force between the corporation and Phi-Coherent Inc. at the relevant time;
• (c)pledge, mortgage, charge, hypothecate, or otherwise encumber any licence or right received from Phi-Coherent Inc. as security for any obligation of the corporation or any third party;
• (d)enter into any arrangement, merger, amalgamation, or restructuring the effect of which would be to vest in a third party the power to direct or control the corporation's exercise of rights licensed from Phi-Coherent Inc.; or
• (e)take any other action that would constitute a material breach of the licensing agreement in force between the corporation and Phi-Coherent Inc.

Any purported act, resolution, or transaction in contravention of the foregoing restrictions shall be void and of no force or effect.

Distribution of Property on Dissolution

Upon the dissolution of the corporation and after the payment of all liabilities, the remaining property of the corporation shall be distributed to or for the benefit of one or more organizations that:

• (a) are incorporated or registered under Canadian federal or provincial law;
• (b) carry on activities and have purposes similar to those of the corporation; and
• (c) are not carried on for the purpose of gain for their members or shareholders;

as the board of directors shall determine at the time of dissolution.

In no event shall any remaining property be distributed to or for the benefit of any director, officer, or other individual associated with the corporation.

Initial Directors

The following individuals are named as the initial directors of the corporation, each of whom has consented in writing to serve as director:

• 01Jaspreet Singh Badwal — Cambridge, Ontario
• 02Justin Chan
• 03Kulvinder Singh