This is the official repository for OCV's Open Charter
Feedback is welcome.
Changes made to the legal language of the charter in this repository must be approved by OCV's legal team.
The Open Charter is licensed under Creative Commons Attribution-ShareAlike 4.0 license.
Companies that are committed to open source can choose to incorporate as a public benefit corporation (PBC). A PBC is a for-profit company that has committed to spending some of its resources and profits in support of a public benefit, like open source software. When a company incorporates as a PBC, it must include a corporate charter specifying its goals and commitments to its chosen public benefit. A corporate charter that commits a company to open source is called an “Open Charter.”
Open Charter: A legally binding corporate formation document stating a company’s commitment to open source and includes a series of objectives for meeting its open source commitment.
OCV is committed to being a trusted steward of the open source projects that forge the foundation of our companies. To safeguard the original mission of the projects and the value contributed by the open source community, we have developed a set of guidelines for the OCV's public benefit entity structure. The OCV's public benefit entity structure is an example of an Open Charter for open source software.
OCV's public benefit companies are incorporated in Delaware as a Public Benefit Corporation (PBC), a for-profit entity. Unlike traditional C-corps, where the entity’s sole existence is to maximize shareholder value (i.e. profits), PBCs must include in the corporate charter a set of specific public benefits as their statement of purpose. Any violation of the stated purpose can deem corporate actions invalid (for example, unwind completed transactions). Hence, there are serious consequences when PBCs deviate from their intended purpose to serve the public interests as declared in the corporate charter. Additionally, the board members of a PBC must also consider both the best interests of those materially affected by the company’s conduct and the specific public benefit outlined in the company’s charter, beyond the traditional profit-motive directive.
PBCs are also designed for transparency with reporting obligations (every two years) to demonstrate how the business is promoting and advancing its public benefit purpose.