Governing the directors, officers, meetings, finances, and operations of Rta Phi Foundation.
These bylaws reflect the intended governing document to be adopted by the board of directors at the first meeting of the corporation. They are published here for public transparency. This draft has not yet been reviewed by legal counsel and is subject to change prior to adoption.
In these Bylaws, the following terms have the meanings set out below:
Words and expressions used in these Bylaws that are defined in the Act have the same meanings when used herein, unless the context otherwise requires.
In these Bylaws, words importing the singular include the plural and vice versa, and words importing any gender include all genders.
In the event of any conflict between these Bylaws and the Act or the Articles, the Act prevails over both, and the Articles prevail over these Bylaws.
The registered office of the Corporation shall be situated in the Province of Ontario at the address determined from time to time by resolution of the Board, in accordance with the Act.
The Board may change the address of the registered office within the Province of Ontario by resolution, and shall notify Corporations Canada of any such change in the manner and within the time required by the Act.
The Board shall consist of not fewer than three (3) and not more than nine (9) directors. Within that range, the Board is composed of two categories of directors:
Board size shall change only as permitted by section 3.6. At no time shall directors of only one category be added without a simultaneous addition of the other.
Every director shall be an individual who:
At least one (1) director must be a Resident Canadian at all times.
PCI shall have the exclusive right to nominate candidates for PCI-Designated Director seats. Nominations shall be made by written notice delivered by PCI to the Secretary of the Corporation, identifying the candidate and their consent to serve. Subject to the paired election requirement in section 3.6, the Board shall confirm each PCI-nominated candidate by resolution. Confirmation shall not be unreasonably withheld; any refusal shall be subject to the joint-refusal consequences set out in section 3.6(c).
The founding PCI-Designated Director is Jaspreet Singh Badwal.
Independent Directors are elected by resolution of the full Board. Any director may propose a candidate for an Independent Director seat, subject to the paired election requirement in section 3.6. Neither PCI nor any PCI-Designated Director has a veto over the nomination of an Independent Director candidate, except through the joint-refusal mechanism in section 3.6(c).
The founding Independent Directors are Kulvinder Singh and Justin Chan.
The founding board consists of three (3) directors: one (1) PCI-Designated Director and two (2) Independent Directors, as named in the Articles of Incorporation. The founding board is established at incorporation and is not subject to the paired election requirement of section 3.6.
All additions to the Board beyond the founding board of three (3) directors shall be made exclusively by paired elections, governed by the following rules:
Each director shall hold office for a term of two (2) years from the date of election or confirmation, unless the director sooner resigns, is removed, or otherwise vacates office. A director whose term expires continues in office until a successor is elected or confirmed.
The Board may, by resolution, designate some directors as serving initial terms of one (1) year and others as serving initial terms of two (2) years, to ensure that approximately half the directors' terms expire in each year. Subsequent terms shall be two (2) years each. Staggering shall be applied consistently within each director category.
A director may resign from office at any time by delivering a written resignation to the Secretary of the Corporation or to the registered office. The resignation takes effect on the date it is received, or such later date as specified in the resignation.
The Board may remove a director from office for cause by resolution meeting the φ super-majority threshold set out in section 10.1, applied as follows:
"Cause" includes conduct that the Board reasonably determines is contrary to the interests of the Corporation, inconsistent with the Corporation's purposes, or in breach of these Bylaws or applicable law. Before a removal resolution is put to a vote, the director concerned shall be given reasonable written notice of the grounds and a reasonable opportunity to be heard by the Board.
Removal does not trigger the paired election requirement. The resulting vacancy shall be filled as provided in section 3.11.
A vacancy arising from the resignation, removal, death, or incapacity of a director shall be filled for the remainder of the vacating director's term by a resolution of the remaining directors passed by a simple majority of directors then entitled to vote, as follows:
The filling of a vacancy does not increase the total number of directors and is not subject to the paired election requirement of section 3.6. The Board may exercise all its powers notwithstanding any vacancy, provided a quorum of directors remains in office.
Directors may be compensated for their service as directors. All compensation shall be fair, market-based, and governed by the rules in this section. Compensation rules exist to enable the Foundation to attract and retain capable governance — not to enrich directors at the Foundation's expense. Any structure that has the effect of siphoning funds from the Foundation's mission is contrary to these Bylaws and the Corporation's purposes.
Directors shall serve without monetary compensation until the Foundation has received its first commercial licensing revenue. During the founding period, the Corporation shall reimburse reasonable and documented out-of-pocket expenses as provided in section 3.12(f) below.
Following receipt of the Foundation's first commercial licensing revenue, the Board may adopt a written Compensation Policy governing director remuneration. The Compensation Policy:
(f) The Corporation shall reimburse directors for reasonable, necessary, and documented out-of-pocket expenses incurred in the direct performance of their duties as directors, including travel, accommodation, and materials. All reimbursement claims must be supported by receipts and submitted within ninety (90) days of the expense being incurred. Reimbursement is available during both the founding period and thereafter, and is not subject to the revenue cap in section 3.12(c).
(g) A director who provides bona fide professional services to the Corporation in a capacity other than as a director (such as legal, accounting, or technical services) may receive reasonable compensation for those services, separate from any director compensation. Such compensation must be approved by a resolution of disinterested directors (i.e., those without a material interest in the engagement), documented in writing, and benchmarked to prevailing market rates for the services provided. This section does not exempt such compensation from the conflict of interest requirements of section 3.13.
(h) The Compensation Policy shall be reviewed by the Board no less than once per fiscal year. Total director compensation, itemised by individual director, shall be disclosed in the Foundation's annual financial statements and published on the Foundation's website within ninety (90) days of each fiscal year end. This disclosure applies regardless of the amount involved.
Every director who has, directly or indirectly, a material interest in a contract or transaction to which the Corporation is or proposes to be a party, or who is a director or officer of, or has a material interest in, any person who is or proposes to be a party to such contract or transaction, shall:
in accordance with the Act.
The Board shall hold at least two (2) regular meetings in each fiscal year. The Board may fix a schedule for regular meetings by resolution, in which case no further notice is required for those meetings.
A special meeting of the Board may be called at any time by the Chair or by any two (2) directors.
Notice of a special meeting of the Board shall be given to each director not less than forty-eight (48) hours before the meeting by email, telephone, or such other means as the director has consented to. Notice shall state the date, time, place (or electronic means), and general purpose of the meeting. A director may waive notice of a meeting at any time, and attendance at a meeting constitutes waiver of notice of that meeting unless the director attends for the express purpose of objecting to the holding of the meeting.
A majority of the directors then in office constitutes a quorum for the transaction of business at any meeting of the Board. No business shall be transacted at a Board meeting unless a quorum is present throughout.
Questions arising at a Board meeting shall be decided by a majority of the votes of directors present and entitled to vote. In the case of an equality of votes, the Chair of the meeting shall have a second or casting vote.
Meetings of the Board shall be chaired by the Chair. In the absence of the Chair, the directors present shall elect one of themselves to chair the meeting.
A resolution in writing signed (including by electronic signature) by all directors entitled to vote on that resolution is as valid and effectual as if it had been passed at a duly called and held meeting of the Board. Such a resolution may be signed in counterparts. The Secretary shall retain a copy of every written resolution as part of the corporate records.
A director may participate in a Board meeting by telephone, video conference, or any other electronic means that permits all participants to communicate adequately with each other during the meeting. A director participating by such means is deemed to be present at the meeting.
After incorporation, the founding directors named in the Articles may hold the first meeting of the Board without notice for the purpose of adopting these Bylaws, appointing officers, and transacting such other business as may properly come before them.
Minutes of each Board meeting shall be prepared by the Secretary and approved at the next subsequent meeting of the Board. Approved minutes shall form part of the corporate records of the Corporation.
The Board shall appoint from among its members, or from outside the Board as it sees fit, the following officers:
The Board may appoint such additional officers as it determines necessary, prescribe their duties, and delegate to them such powers as the Board may determine, to the extent permitted by the Act.
The Chair shall preside at all meetings of the Board, shall have general supervision of the management and affairs of the Corporation, shall ensure that the directions of the Board are carried out, and shall perform such other duties as the Board may assign. The Chair shall be a director of the Corporation.
The Secretary shall give or cause to be given all notices required under the Act or these Bylaws; shall attend and record minutes of all Board meetings; shall have custody of the corporate seal (if any) and the corporate records; shall maintain the register of directors and officers; and shall perform such other duties as the Board may assign.
The Treasurer shall have custody of all financial records of the Corporation; shall ensure that all money received by the Corporation is deposited to the credit of the Corporation; shall ensure that all disbursements are properly authorized; shall prepare or oversee the preparation of financial statements and such other financial reports as the Board may require; and shall perform such other duties as the Board may assign.
The Board may appoint an Executive Director who need not be a director. The Executive Director shall be responsible for the day-to-day management and operations of the Corporation, subject to the direction and oversight of the Board. The Executive Director shall report to the Chair and shall perform such duties as the Board may prescribe from time to time.
The same individual may hold two or more offices, except that the offices of Chair and Secretary shall not be held by the same person.
Each officer shall hold office until a successor is appointed, until the officer resigns, or until removed by resolution of the Board. The Board may remove any officer at any time, with or without cause.
The Board may, by resolution, establish one or more committees and delegate to any committee such powers of the Board as it may lawfully delegate, subject to any restrictions in the Act or these Bylaws.
Each committee shall consist of two (2) or more directors, unless the Board expressly provides otherwise. The Board shall appoint the members of each committee and may designate a chair of that committee.
No committee has authority to:
Each committee shall keep minutes of its meetings and report to the Board at the next Board meeting following each committee meeting.
The fiscal year of the Corporation ends on December 31 in each calendar year, unless otherwise determined by resolution of the Board.
The banking business of the Corporation shall be carried on with such financial institutions as the Board may designate by resolution from time to time.
Contracts, deeds, bills of exchange, cheques, promissory notes, and other instruments may be executed on behalf of the Corporation by such persons, in such manner, and up to such amounts as the Board may from time to time determine by resolution. Where the Board has not otherwise resolved, any two (2) officers or directors acting jointly shall have authority to bind the Corporation.
No expenditure shall be made by or on behalf of the Corporation except:
The Treasurer shall present annual financial statements to the Board at each annual meeting of the Board. The financial statements shall cover the fiscal year just ended and shall be prepared in accordance with generally accepted accounting principles applicable to non-profit organizations in Canada.
The Corporation is a non-soliciting corporation as that term is defined in the Act. The Board may, by resolution, waive the requirement for an audit or review engagement of the annual financial statements to the extent permitted by the Act and the regulations thereunder. In the event of a waiver, the Treasurer shall present unaudited financial statements to the Board. The Board shall annually assess whether a waiver remains appropriate in light of the Corporation's revenue, activities, and applicable regulatory requirements.
The Corporation shall prepare and maintain, at its registered office or such other place in Canada as the Board designates, records containing:
Directors of the Corporation may inspect the corporate records at any reasonable time. Public access to the corporate records shall be provided to the extent required by the Act.
Any notice required or permitted to be given under the Act or these Bylaws to a director or officer may be given by:
A notice sent by mail is deemed to be received on the third (3rd) business day following the date of mailing. A notice sent by email or other electronic means is deemed to be received on the day it is transmitted if transmitted before 5:00 p.m. local time at the recipient's address, and on the next business day otherwise.
A director or officer may waive notice of any meeting or other requirement for notice by written instrument signed before or after the relevant meeting or event. Attendance at a meeting without objection to the adequacy of notice constitutes a waiver of notice for that meeting.
Since the Corporation has no members, these Bylaws may be amended or repealed, and new bylaws may be made, by resolution of the Board. The minimum number of affirmative votes required to pass an amendment resolution is determined by the total number of directors then in office, as set out in the following schedule. The permitted number of dissenting or abstaining votes at each canonical board size follows the opening terms of the Fibonacci sequence (0, 1, 1, 2), reflecting the φ-coherent mathematical framework that underlies the Foundation's work.
In the event the Board has a number of directors not listed above (a non-canonical composition arising from one or more vacancies), unanimity of all directors then in office is required to pass an amendment resolution. Vacancies do not reduce the amendment threshold.
An amendment to these Bylaws may be passed by written resolution in lieu of a meeting only if the resolution is signed by all directors then in office, regardless of the total number of directors. The Fibonacci-based thresholds in section 10.1 apply solely to votes taken at duly called meetings of the Board.
An amendment to these Bylaws takes effect on the date the resolution is passed or signed (as applicable), or such later date as is specified in the resolution.
Any amendment to these Bylaws shall be noted in the corporate records and communicated to all directors. The Corporation shall publish any amendment to these Bylaws on its website within thirty (30) days of the effective date of the amendment.
In the event of the dissolution or winding-up of the Corporation, the Board shall, after paying or making provision for the payment of all liabilities of the Corporation, distribute the remaining property of the Corporation to one or more organizations that:
as the Board determines at the time of dissolution.
In no event shall any property of the Corporation be distributed to or for the benefit of any director, officer, employee, or other individual associated with the Corporation upon dissolution or winding-up, except as reasonable compensation for services rendered prior to dissolution.
The Corporation's right to publish, sub-licence, and commercially license the designs in its portfolio derives entirely from the licensing agreement in force between the Corporation and Phi-Coherent Inc. ("PCI") (the "PCI Licensing Agreement"). The Board shall at all times ensure that the Corporation's exercise of those rights is strictly consistent with the terms and conditions of the PCI Licensing Agreement.
Without the prior written consent of PCI, no director, officer, employee, or other person acting on behalf of the Corporation shall, and the Board shall not authorize or ratify any resolution or act that would:
Any purported act, contract, resolution, or transaction undertaken in contravention of section 12.2 without the required consent of PCI shall be void and of no force or effect, and the Corporation shall take all reasonable steps to unwind or reverse such act.
The Board shall review the PCI Licensing Agreement no less than once per fiscal year and shall satisfy itself that the Corporation's licensing activities remain within its authorised scope. Any proposed amendment to the PCI Licensing Agreement that would affect the Corporation's rights or obligations shall require approval by a majority of the Board, including at least one (1) Independent Director.
In the event of any inconsistency between these Bylaws (including any amendment hereto) and the PCI Licensing Agreement with respect to the Corporation's rights and obligations in relation to PCI's intellectual property, the PCI Licensing Agreement shall prevail to the extent of the inconsistency. No amendment to these Bylaws shall have the effect of enlarging the Corporation's rights under the PCI Licensing Agreement without PCI's written consent.
The Corporation shall conduct only such activities as are directly in furtherance of its stated purposes under the Articles: publishing engineering designs to the public under open-source terms, operating a commercial licensing program in support of that publication, and making phi-related grants as provided in section 13.4. The Corporation shall not expand its activities beyond this scope without an amendment to the Articles.
The Corporation shall not, directly or indirectly, and the Board shall not authorise:
For clarity, the following are permitted without special approval:
The Corporation may make grants to external organisations or individuals in support of phi-related work, subject to the following conditions:
The Corporation may accept engineering designs, methods, and technical works from contributors other than Phi-Coherent Inc. ("non-PCI works"), subject to the following:
Any act, resolution, contract, or expenditure undertaken in contravention of sections 13.2 or 13.4(b) or 13.5(b) without the required approval shall be void and of no force or effect. The Board shall take all reasonable steps to reverse or unwind any such act.
The Foundation anticipates that a phi-coherent cryptocurrency may in future be developed and controlled by the Corporation (the "Phi Currency"). The Phi Currency does not currently exist. Nothing in these Bylaws constitutes a commitment to develop, deploy, or fund it, nor does anything here describe its design, which remains to be documented.
The governance of the Phi Currency — once developed — is a matter for the currency's own design and is entirely separate from the governance of the Corporation. The Corporation governs itself through its Board of Directors in accordance with the Canada Not-for-profit Corporations Act and these Bylaws. No feature of the Phi Currency's governance mechanism shall have any bearing on, or authority over, the governance of the Corporation.
Any decision by the Corporation to initiate, fund, deploy, or materially alter the Phi Currency is a Board decision, subject to the financial authorisation requirements of Article 7 and, where a material commitment of Foundation resources is involved, the φ super-majority threshold in section 10.1. The Corporation's control over the Phi Currency as an asset does not alter this structure: the Board governs the Corporation; the currency's own mechanisms govern the currency.
If and when a documented design for the Phi Currency exists, it shall be considered for admission to the Foundation's portfolio under the phi-elegance standard in section 13.5, independently of the Corporation's role as the currency's controlling entity.
These General Bylaws No. 1 of Rta Phi Foundation were duly adopted by the board of directors by resolution at the first meeting of the corporation, held on ____________, 2026, in accordance with the Canada Not-for-profit Corporations Act.