A director-only non-profit incorporated under the Canada Not-for-profit Corporations Act. No members. Three founding directors. One mandate.
The Rta Phi Foundation is in the process of being incorporated as a federal non-profit corporation under the Canada Not-for-profit Corporations Act. The articles and bylaws published here are the intended governing documents. They will be updated to reflect the final filed versions upon incorporation. The commercial licensing program opens upon completion of incorporation.
The Foundation has no members. Authority is vested entirely in the board of directors, which elects its own successors. This structure is standard for a foundation whose mandate is to steward a fixed portfolio on consistent terms — not to represent a constituency.
Canada Not-for-profit Corporations Act, S.C. 2009, c. 23
Revenue from commercial licensing, not public contributions
Director-only structure; no member register or member meetings
Calendar year-end; unaudited statements unless Board resolves otherwise
Corporate incorporator; no ongoing governance role after incorporation
Nominated by Phi-Coherent Inc. Expands only by paired election (see below)
Elected by the full Board. Expands only by paired election (see below)
Three founding directors are named in the Articles of Incorporation and will serve from the date of incorporation. The board will grow to between five and nine directors as the Foundation establishes its operations.
Both documents are published in full as pre-incorporation drafts. They will be updated to reflect the final versions upon incorporation.
Filed with Corporations Canada. Sets out the corporation's name, registered office, director count, purposes, membership (none), and dissolution terms. Seven articles.
Adopted by the board at the first meeting. Governs directors, meetings, officers, committees, finances, records, notices, and dissolution. Eleven articles.
The Foundation operates at arm's length from Phi-Coherent Inc. (PCI), the engineering company that originates the designs in the Foundation's portfolio. The relationship is governed by an exclusive licensing agreement under which:
Foundation board members are not PCI executives in their Foundation capacity. Licensing, publication, and stewardship decisions are made by the Foundation board independently of PCI.
For more on this structure, see About — Governance.
For governance and legal matters: foundation@rtaphi.org. For commercial licensing inquiries: licensing@rtaphi.org. See the contact page for all channels.