Infrastructure that
Respects Human Limits

Policy Architecture & Governance Guide

NICE Foundation

Version: 1.0

Adopted: February 14, 2026

Effective: February 14, 2026

I. Purpose

This document provides a consolidated overview of the governance architecture and policy framework of NICE Foundation.

It serves as:

• A structural index of adopted policies,
• A guide to governance hierarchy and authority boundaries,
• A transparency instrument for internal and external stakeholders.

This document is descriptive, not operative. It does not supersede the Articles of Incorporation, Bylaws, Board Resolutions, or any adopted policy.

The Foundation’s policy framework is designed to preserve constitutional durability, enforce structural neutrality, and ensure phased activation consistent with the Durability Horizon (currently targeted through end of year 2036).

II. Governance Hierarchy

The governance documents of NICE Foundation are organized in the following order of authority:

• Articles of Incorporation
• Bylaws
• Board Resolutions
• Adopted Policies
• Operating Plans (approved under Financial Controls Policy)

No policy may conflict with the Articles or Bylaws.

If a conflict arises, the higher-order document controls.

The Foundation does not define constitutional governance requirements, standards, or conformance criteria. It relies exclusively on artifacts published by NICE Constitutional Custodian, LLC and related constitutional authorities.

III. Structural Design Principles

The Foundation’s governance architecture is built around five structural principles:

• Durability First — Capability expands only when sustainably capitalized.
• Structural Neutrality — Capital allocation does not confer governance authority.
• Authority Containment — The Foundation does not control constitutional substance.
• Phase Discipline — Activation bands require explicit readiness criteria.
• Transparent Stewardship — Funding, policies, and structural posture are publicly visible.

IV. Policy Structure Overview

The Foundation maintains policies across six structural domains:

• Capital Preservation & Allocation
• Constitutional Durability
• Operational Controls
• Integrity & Safeguards
• Structural Neutrality & Firewall
• Future-Phase Governance (Phase-Gated)

Each adopted policy serves a defined structural purpose within this framework.

V. Active Policies

The following policies are currently active:

A. Capital Preservation & Allocation

Investment Policy Statement

Governs capital preservation, liquidity management, and risk posture.

Implements a Durability-First investment model aligned to the published Durability Horizon.

Disbursement Policy

Governs release of funds to supported entities consistent with activation bands and constitutional readiness posture.

B. Constitutional Durability

Constitutional Capability & Durability Policy

Defines activation bands, readiness criteria, and sustainability thresholds.

References the Durability Horizon (currently through end of year 2036).

C. Operational Controls

Financial Controls Policy

Governs banking authority, internal controls, approval thresholds, and financial oversight.

Document Retention & Destruction Policy

Governs maintenance, classification, and retention of Foundation records.

D. Integrity & Safeguards

Conflict of Interest Policy

Prevents self-dealing, structural bias, and improper influence.

Whistleblower Policy

Protects reporting of misconduct and ensures safe disclosure channels.

Gift Acceptance Policy

Governs acceptance of donations and non-cash contributions, including enhanced review thresholds.

Compensation Policy

Governs compensation philosophy and safeguards against private inurement.

Board Governance & Succession Policy

Governs Board continuity, role clarity, fiduciary posture, and structural neutrality.

Donor Transparency & Public Disclosure Policy

Governs disclosure timing, enhanced review thresholds, and public reporting commitments.

E. Structural Neutrality & Firewall

Conformance & Funding Firewall Policy

Establishes structural separation between capital allocation and constitutional governance authority.

The neutrality firewall is active at all times.

Certain conformance-linked funding mechanisms are phase-gated according to activation bands.

VI. Phase-Gated Policies

The following policy is adopted but operationally gated:

Mission-Aligned Allocation Framework Policy

This policy governs ecosystem-aligned capital deployment after the Durability Horizon funding threshold is achieved.

Activation requires:

• Achievement of published durability targets,
• Formal Board resolution,
• Public disclosure consistent with the Donor Transparency Policy.

Until activated, capital deployment remains durability-first.

VII. Durability Horizon & Activation Bands

The Foundation operates under a published Durability Horizon, currently targeted through end of year 2036.

Activation of new capability bands requires:

• Sufficient capitalization under conservative modeling assumptions,
• Demonstrated governance readiness as published by NICE Constitutional Custodian, LLC,
• Formal Board resolution.

Expansion does not occur absent durable capitalization.

VIII. Graduation Model

The Foundation recognizes a structural lifecycle:

• Institutional Seeding
• Activation Bands (Human → Commons → Plural Coordination)
• Operational Maturity
• Governance Graduation

Upon graduation, constitutional governance becomes ecosystem-sustaining and no longer dependent solely on institutional seeding capital.

The Foundation’s role evolves accordingly but remains structurally neutral.

IX. Policy Review & Amendment

Unless otherwise specified within a given policy:

• Policies shall be reviewed at least annually.
• Amendments require approval by majority vote of the Board of Directors.
• Phase-gated activation requires formal Board resolution.
• All amendments shall be publicly disclosed where appropriate.

All policies must remain consistent with:

• The Durability Horizon doctrine,
• Structural neutrality principles,
• Applicable law.

X. Transparency Commitment

The Foundation may publish this Governance Guide and active policies as part of its public transparency commitment.

Transparency serves as:

• A structural safeguard,
• A deterrent to improper influence,
• A trust signal to donors and stakeholders.

Material gifts and structural decisions are disclosed consistent with the Donor Transparency & Public Disclosure Policy.

XI. Structural Intent

The Foundation’s policy framework is designed to:

• Preserve long-term constitutional durability,
• Prevent concentration of discretionary power,
• Separate capital from governance authority,
• Enable phased activation without structural drift,
• Provide clarity to donors, partners, and future board members.

This architecture reflects a durability-first institutional design.

BYLAWS

OF

NICE FOUNDATION

(A Wyoming Nonprofit Corporation)

ARTICLE I

Name and Purpose

Section 1. Name

The name of the corporation is NICE Foundation (the “Foundation”).

Section 2. Purpose

The Foundation is organized and shall operate exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

The specific purpose of the Foundation is to serve as a capital holding and disbursement instrument designed to provide durable financial support for:

• NICE Constitutional Custodian, LLC; and
• NICE Stewardship Council, LLC;

in furtherance of the preservation, maintenance, and operational continuity of the NICE constitutional framework and associated public-interest ecosystem.

The Foundation shall:

• Hold and steward capital;
• Allocate funds pursuant to defined disbursement policies;
• Preserve independence of constitutional governance from financial capture.

The Foundation shall not:

• Exercise authority over constitutional text;
• Direct, modify, or interpret constitutional invariants;
• Influence standards content;
• Condition funding on governance outcomes;
• Confer governance rights upon donors.

The Foundation is a financial durability instrument and shall not function as a strategic authority or policy-making body for the NICE constitutional system.

The Foundation’s capital stewardship is structured around a published Durability Horizon (currently targeted through end of year 2036), which may be updated by Board resolution and public disclosure.

ARTICLE II

Offices

The principal office of the Foundation shall be located in the State of Wyoming or such other location as the Board of Directors may determine.

ARTICLE III

No Members

The Foundation shall have no members. All corporate authority shall be exercised by or under the direction of its Board of Directors as limited herein.

ARTICLE IV

Board of Directors

Section 1. Authority

The affairs of the Foundation shall be managed by its Board of Directors, subject to the limitations set forth in these Bylaws and applicable law.

Board authority is limited to:

• Stewardship of Foundation assets;
• Adoption of capital allocation policies;
• Oversight of compliance with 501(c)(3) requirements;
• Ensuring adherence to separation-of-powers safeguards.

The Board shall rely on constitutional instruments, governance artifacts, and standards published by NICE Constitutional Custodian, LLC when evaluating readiness for capital activation

The Board shall not:

• Amend or interpret the NICE Constitution;
• Exercise control over NICE Constitutional Custodian, LLC;
• Direct NICE Stewardship Council strategy;
• Grant preferential funding tied to governance decisions;
• Condition disbursement upon constitutional modification.

Section 2. Number and Qualification

The Foundation shall have at least one (1) Director, and such additional Directors as the Board may determine in compliance with Wyoming law.

Directors need not be residents of Wyoming.

Section 3. Term

Directors shall serve until resignation, removal, or replacement pursuant to these Bylaws.

Section 4. Removal

A Director may be removed by majority vote of the Board.

Section 5. Compensation

Directors shall not receive compensation for service as Directors unless approved pursuant to a conflict-of-interest-compliant process and consistent with applicable law.

Reimbursement of reasonable expenses may be permitted.

ARTICLE V

Officers

The Foundation shall have such officers as required by law or as appointed by the Board, including at minimum a President and Secretary.

Officers shall perform duties assigned by the Board consistent with the limited purpose of the Foundation.

ARTICLE VI

Capital Stewardship and Disbursement

Section 1. Capital Stewardship

The Foundation shall steward capital prudently and in alignment with its purpose of providing durable financial support for constitutional continuity.

The Board shall adopt a capital management policy addressing:

• Reserve thresholds;
• Disbursement cadence;
• Risk management;
• Liquidity requirements.

Section 2. Disbursement

Disbursements may be made to:

• NICE Constitutional Custodian, LLC; and
• NICE Stewardship Council, LLC;

in support of their lawful operations consistent with the NICE constitutional framework.

Disbursement policies shall:

• Be transparent;
• Be applied consistently;
• Avoid preferential treatment;
• Avoid conditioning on governance decisions.

The Foundation shall not withhold or accelerate disbursements in order to influence constitutional amendment, standards development, or conformance determinations.

The Foundation shall not disburse funds in a manner that compromises constitutional independence.

Section 3. Governance Graduation

The Foundation acknowledges that the NICE constitutional system is intended to transition from institutional seeding to ecosystem-sustaining governance as defined by constitutional instruments. The Foundation’s role may evolve consistent with that transition but shall remain limited to capital stewardship and fiduciary oversight.

ARTICLE VII

Anti-Capture Safeguards

• Donors shall not receive governance authority in exchange for contributions.
• Donations shall not confer amendment rights.
• Donations shall not confer conformance registry influence.
• Donations shall not confer preferential implementation status.
• The Foundation shall not enter agreements that condition funding on constitutional alteration.

All contributions shall be treated as charitable support without governance privilege.

No donor, Director, Officer, or affiliated entity shall receive procedural advantage in constitutional governance due to financial contribution.

ARTICLE VIII

Conflict of Interest

The Board shall adopt and maintain a Conflict of Interest Policy consistent with 501(c)(3) requirements.

Directors shall disclose conflicts and recuse where appropriate.

ARTICLE IX

Amendments

These Bylaws may be amended by majority vote of the Board of Directors, provided that:

• Amendments shall not expand the Foundation’s authority beyond capital stewardship;
• Amendments shall not authorize interference with constitutional governance;
• Amendments shall remain consistent with 501(c)(3) requirements.

ARTICLE X

Dissolution

Upon dissolution, assets of the Foundation shall be distributed exclusively for charitable purposes within the meaning of Section 501(c)(3), and not to any private individual or for-profit entity.

Assets shall not transfer to NICE Constitutional Custodian, LLC or NICE Stewardship Council, LLC unless such transfer complies fully with applicable nonprofit and tax law and preserves charitable use.

ARTICLE XI

Fiscal Year

The fiscal year of the Foundation shall be determined by the Board.

ARTICLE XII

Indemnification

The Foundation may indemnify Directors and Officers to the fullest extent permitted by Wyoming law.

ARTICLE XIII

Record Preservation

The Foundation shall maintain records sufficient to demonstrate compliance with its capital stewardship, anti-capture safeguards, and 501(c)(3) obligations, consistent with adopted retention policies.

Certification

These Bylaws were adopted by resolution of the Board of Directors of NICE Foundation on February 12, 2026, and supersede any prior template or default bylaws provided at formation.

CONSTITUTIONAL CAPABILITY & DURABILITY POLICY

NICE FOUNDATION

Version: 1.0

Adopted: February 14, 2026

Effective: February 14, 2026

I. Purpose

This Policy establishes the financial framework required to sustain Full Constitutional Capability within the NICE ecosystem.

The Foundation exists to ensure that constitutional operations are financially durable under conservative assumptions. Expansion of ecosystem capability shall occur only when sustainably capitalized.

This Policy governs financial durability only. Governance maturity, enablement criteria, and custodial posture are defined under separate constitutional instruments maintained by NICE Constitutional Custodian, LLC.

The Foundation does not define constitutional requirements or governance criteria. It relies exclusively on standards, governance artifacts, and constitutional instruments published by NICE Constitutional Custodian, LLC and related constitutional authorities.

II. Full Constitutional Capability (Reference Definition)

“Full Constitutional Capability” refers to the operational scope required to sustain:

• Constitution stewardship and publication
• Governance model administration
• Standards framework development and maintenance
• Exemplar implementation coverage
• Conformance and attestation mechanisms
• Public constitutional journal operations
• Legal and compliance functions
• Administrative and financial controls

The authoritative definition of Full Constitutional Capability is maintained by NICE Constitutional Custodian, LLC.

The Foundation references that definition for financial modeling purposes only.

II.D Durability Horizon Definition

“Durability Horizon” refers to the published target end date through which the Foundation intends to sustain constitutional enablement under conservative operating assumptions (currently through end of year 2036). The Durability Horizon may be revised only by formal Board resolution and public disclosure.

III. Annual Full Capability Cost (AFCC)

The Board shall maintain a documented annual operating model reflecting the cost required to sustain Full Constitutional Capability.

This model shall include:

• Personnel requirements and compensation framework
• Legal and compliance expenses
• Technology infrastructure
• Standards and exemplar maintenance
• Conformance and attestation operations
• Administrative overhead
• Contingency allowance

This produces the Annual Full Capability Cost (AFCC).

The AFCC shall be reviewed at least annually.

IV. Durability Horizon

The Foundation shall maintain a publicly disclosed Durability Horizon, representing the date through which Full Constitutional Capability can be sustained without reliance on new fundraising.

The current Durability Horizon is targeted through end of year 2036, subject to annual review and Board resolution.

Durability modeling shall be based on:

• Conservative inflation assumptions
• Expected cost growth
• Market volatility buffers
• Stress testing under adverse multi-year scenarios
• Liquidity requirements

The Foundation shall not rely on optimistic return projections in durability modeling.

V. Durability Threshold

The Durability Threshold is satisfied when Foundation assets are sufficient to fund Full Constitutional Capability through the Durability Horizon under conservative assumptions.

Certification of the Durability Threshold requires:

• Documented financial modeling
• Board review and approval
• Written Board Resolution

Certification confirms financial durability only and does not constitute ecosystem maturity or governance graduation.

VI. Activation Discipline

Activation of additional ecosystem capability bands may occur only when:

• The AFCC for the expanded scope is modeled and documented
• The Durability Horizon remains satisfied after expansion
• The Board certifies that financial durability conditions are met

The Foundation certifies financial readiness only.

Operational readiness and governance activation are governed by separate constitutional instruments.

VII. Risk & Liquidity Framework

The Foundation shall maintain:

• Stress-tested capital modeling
• Downside market scenarios
• Contingency allowances
• A liquidity reserve sufficient to fund at least twenty-four (24) months of operations without forced liquidation

Durability once achieved shall not be jeopardized by allocation decisions.

VIII. Relationship to Governance & Graduation

Governance maturity, custodial posture, activation sequencing, and ecosystem graduation criteria are defined and published by NICE Constitutional Custodian, LLC.

The Foundation’s role is limited to confirming whether financial durability conditions are satisfied for any activation or transition.

Financial certification does not substitute for governance certification.

IX. Transparency

The Foundation shall publish a public summary of:

• The Durability Horizon concept
• High-level AFCC targets
• Current durability status
• Activation funding posture

Detailed modeling assumptions may remain confidential consistent with fiduciary responsibility.

X. Policy Review

This Policy shall be reviewed annually and updated as necessary to reflect:

• Operational scope changes
• Economic conditions
• Institutional maturity

Amendments shall preserve:

• The Durability-First doctrine
• Constitutional neutrality
• Financial independence from ecosystem capture

DISBURSEMENT POLICY

NICE Foundation

Version: 1.0

Adopted: February 14, 2026

Effective: February 14, 2026

I. Purpose

The purpose of this Policy is to govern programmatic disbursements of NICE Foundation funds in alignment with the Constitutional Capability & Durability Policy and the Durability-Backed Activation Bands published under Institutional Transparency.

The Foundation exists to ensure durable capitalization of constitutional infrastructure. It does not create constitutional artifacts, define governance rules, or determine technical readiness. It allocates capital in accordance with publicly declared readiness criteria established by the appropriate constitutional entities.

This Policy governs programmatic disbursements aligned to constitutional activation bands. Internal operating expenditures of the Foundation are governed by the Financial Controls Policy and approved Operating Plan.

II. Scope

This Policy applies solely to:

• Disbursements aligned to Activation Bands
• Programmatic transfers to enable constitutional capability
• Durability-backed capital allocations

This Policy does not govern ordinary Foundation operating expenses (e.g., accounting, legal compliance, insurance, filing fees, minimal administrative support). Such expenses are governed separately under the Financial Controls Policy.

III. Structural Boundaries

The Foundation:

• Does not interpret constitutional content
• Does not define governance readiness
• Does not certify standards compliance
• Does not determine when a band is substantively “complete”

The Foundation’s role is strictly fiduciary: to verify that publicly declared activation criteria and capitalization thresholds have been satisfied before releasing funds.

IV. Categories of Disbursement

A. Foundation Operating Expenses

Operating expenses necessary to maintain the Foundation as a compliant fiduciary entity may be paid in the ordinary course of business pursuant to the Financial Controls Policy.

These expenses do not constitute Activation Band funding.

B. Activation Band Disbursements

Activation Band Disbursements may include funding to:

• NICE Constitutional Custodian, LLC
• NICE Stewardship Council, LLC
• Approved vendors or service providers directly supporting activated capability

Such disbursements must align with:

• A declared Activation Band
• Published readiness criteria
• Published capitalization thresholds
• Conservative durability assumptions extending through the declared durability horizon (currently targeted through end of year 2036)

Primary programmatic disbursements are expected to support NICE Constitutional Custodian, LLC and NICE Stewardship Council, LLC. Additional recipients may be supported if consistent with constitutional enablement criteria and subject to Board approval.

V. Activation Requirements

Before releasing funds tied to an Activation Band, the Board must verify:

• Public declaration of readiness posture by the relevant constitutional entity.
• Publication of operating assumptions and cost structure.
• Sufficient capitalization to sustain the band through the durability horizon under conservative financial modeling.
• Public disclosure of the activation decision under Institutional Transparency.

The Foundation does not evaluate the substance of readiness claims. It verifies that required disclosures and capitalization thresholds have been satisfied.

VI. Capital Preservation Principle

No Activation Band may be funded unless:

• Conservative projections demonstrate continued constitutional durability through the declared horizon.
• Funding does not materially compromise previously activated bands.
• Capital reserves remain consistent with the Constitutional Capability & Durability Policy.

Expansion follows durable capitalization — not momentum, acceleration, or external pressure.

VII. Disbursement Procedure

• Written activation declaration is published.
• Board verifies capitalization sufficiency.
• Board adopts written consent authorizing release of funds.
• Funds are disbursed in scheduled tranches aligned to operating plan milestones.
• Disbursement is publicly disclosed within ten (10) business days.

VIII. Graduated Capitalization Transition

The long-term objective of NICE is to graduate from institutional seeding toward ecosystem-aligned capitalization.

The Foundation may, in future Activation Bands, fund the design and validation of a graduated capitalization model in which conforming implementations contribute to sustaining the constitutional substrate they rely upon.

Until such model is publicly defined, validated, and declared operationally viable, institutional seeding remains the primary capitalization mechanism.

IX. Amendments

This Policy may be amended by written consent of the Board, provided that:

• Amendments remain consistent with the Constitutional Capability & Durability Policy.
• Changes are publicly disclosed under Institutional Transparency.
• Amendments do not retroactively compromise previously activated durability commitments.

X. Transparency Commitment

All Activation Band disbursements shall be publicly disclosed under Institutional Transparency, including:

• Band activated
• Capitalization threshold met
• Amount disbursed
• Recipient entity
• Disbursement schedule

Material gifts are disclosed pursuant to the Donation Disclosure Policy.

FINANCIAL CONTROLS POLICY

NICE FOUNDATION

Version: 1.0

Adopted: February 14, 2026

Effective: February 14, 2026

I. Purpose

The NICE Foundation (“Foundation”) exists to provide durable capitalization for constitutional infrastructure designed to protect human agency in digital systems.

This Financial Controls Policy establishes procedures designed to:

• Safeguard assets;
• Ensure accurate financial reporting;
• Prevent fraud, misuse, or misallocation of funds;
• Support durability-band capitalization discipline;
• Comply with applicable nonprofit accounting and tax requirements.

Financial controls protect institutional legitimacy and long-term sustainability.

Financial controls are designed to preserve and extend the Durability Horizon as defined in the Constitutional Capability & Durability Policy.

II. Financial Oversight Responsibility

The Board of Directors retains ultimate responsibility for:

• Oversight of financial management;
• Approval of annual operating plans;
• Monitoring capitalization posture relative to durability bands;
• Ensuring compliance with IRS and state law.

Day-to-day financial administration may be delegated, but oversight responsibility remains with the Board.

III. Banking Controls

The Foundation shall:

• Maintain accounts in the Foundation’s legal name;
• Require at least one authorized signatory;
• Require two authorized signatories for any disbursement exceeding a Board-established materiality threshold;
• Prohibit use of Foundation funds for personal purposes.

Online banking access shall be restricted to authorized individuals.

IV. Operating Plan (Replacing Fixed Budget Constraint)

Rather than adopting a rigid annual budget in early-stage operations, the Foundation shall adopt an annual Operating Plan consistent with:

• The Disbursement Policy;
• The Constitutional Capability & Durability Policy;
• Current capitalization levels.

The Operating Plan shall include:

• Anticipated administrative expenses;
• Expected disbursements aligned to activated durability bands;
• Conservative cash flow projections;
• Reserve posture relative to the shared durability horizon (through 2036).

Operating Plans may be updated as capitalization posture changes.

V. Expenditure Authorization

The Foundation shall establish materiality thresholds for:

• Routine administrative expenses;
• Professional service contracts;
• Disbursements to affiliated organizations;
• Investment allocations.

Transactions exceeding established thresholds shall require Board approval.

All expenditures must:

• Be documented;
• Align with charitable purpose;
• Be consistent with activated durability bands.

VI. Segregation of Duties

To the extent feasible given organizational size:

• Financial recordkeeping and authorization functions shall be separated.
• Reconciliations shall be reviewed by a person other than the one initiating transactions.

Where full segregation is impractical due to early-stage staffing, compensating controls (such as Board review of bank statements) shall be implemented.

VII. Accounting Standards

The Foundation shall:

• Maintain books and records in accordance with generally accepted accounting principles (GAAP) where practical;
• Track funds by durability band where applicable;
• Maintain sufficient documentation to support Form 990 reporting when required.

VIII. Capitalization Horizon Monitoring

The Foundation shall monitor:

• Current endowment value;
• Projected annual operating costs;
• Years of sustainability remaining under conservative assumptions.

This monitoring shall align with reporting under the Constitutional Capability & Durability Policy and Donor Transparency & Public Disclosure Policy.

Durability expansion shall not precede capitalization readiness.

IX. Audit and Review

When required by law or when deemed prudent by the Board, the Foundation may:

• Engage independent financial review or audit services;
• Conduct internal financial reviews;
• Publish summarized financial findings consistent with transparency commitments.

Audit scope shall scale with financial complexity.

X. Fraud Prevention and Reporting

The Foundation shall:

• Maintain clear reporting channels for financial concerns;
• Investigate credible allegations of misuse promptly;
• Document corrective actions taken.

Financial misconduct shall be addressed in accordance with applicable law and governance policies.

XI. Records Retention

Financial records shall be maintained in accordance with the Document Retention & Destruction Policy.

The following records shall be retained permanently:

• Band activation determinations

• Durability modeling assumptions

• Donor review memoranda for gifts exceeding $1,000,000

• Firewall exception determinations

XII. Review and Amendment

This policy shall be reviewed annually.

Amendments require Board approval and shall be versioned and dated.

Investment Policy Statement

NICE FOUNDATION

Version: 1.0

Adopted: February 14, 2026

Effective: February 14, 2026

I. Purpose

The purpose of this Investment Policy Statement (“IPS”) is to define how Foundation assets are managed to:

• Preserve constitutional durability
• Support Activation Band capitalization targets
• Protect long-term operational continuity
• Prevent premature expansion

The NICE Foundation exists to ensure constitutional infrastructure endures independent of funding volatility. Investment policy serves that durability objective — and no other institutional agenda.

II. Role of the Foundation

The Foundation is a fiduciary capitalization vehicle.

It does not:

• Direct constitutional content
• Direct governance design
• Direct standards development
• Direct implementation strategy

Its sole financial mandate is to steward capital sufficient to sustain constitutional enablement through the published durability horizon (currently targeted through end of year 2036) under conservative assumptions.

III. Investment Objectives

A. Primary Objective — Capital Preservation

The Foundation prioritizes preservation of principal over return maximization.

Durability depends on survival first, growth second.

B. Secondary Objective — Moderate, Conservative Growth

The Foundation seeks reasonable long-term returns sufficient to:

• Offset inflation
• Maintain purchasing power
• Support Activation Band thresholds

Investment strategy must not rely on optimistic market projections to justify expansion.

C. Liquidity Objective

Assets must maintain sufficient liquidity to:

• Fund approved operating expenses
• Fund approved Activation Band disbursements
• Withstand market volatility

Illiquid allocations must remain proportionate and prudent.

IV. Durability Alignment

Investment assumptions must align with:

• Activation Band capitalization thresholds
• Conservative forward-looking return assumptions
• Realistic expense projections
• Inflation sensitivity

Durability modeling shall assume:

• Market drawdowns occur
• Returns may underperform historical averages
• Fundraising may fluctuate

Expansion may not rely on best-case projections.

V. Asset Allocation Philosophy (Phase 1: Durability-First)

Until graduation conditions are met:

• The portfolio shall emphasize diversified, low-cost, broad-market exposure
• Concentrated or speculative investments are prohibited
• Leverage is prohibited
• Derivatives for speculative purposes are prohibited

Permitted instruments may include:

• Broad market index funds
• Investment-grade fixed income
• Treasury instruments
• Cash equivalents
• Other prudent, diversified vehicles approved by the Board

The Foundation shall avoid thematic or activist allocation during Phase 1.

VI. Risk Controls

The Board shall monitor:

• Market risk
• Liquidity risk
• Inflation risk
• Concentration risk
• Operational risk

If market conditions materially impair durability projections:

• Activation expansion shall pause
• Assumptions shall be revised
• Disclosure shall occur under Institutional Transparency

VII. Mission-Aligned Allocation (Future Phase Only)

Once the durability horizon is securely funded under conservative assumptions, the Board may consider adopting a Mission-Aligned Allocation Framework.

Such a framework must:

• Be separately adopted
• Not compromise durability capital
• Preserve liquidity requirements
• Be publicly disclosed
• Align with ecosystem sustainability rather than ideological preference

No mission-aligned allocation may precede durability sufficiency.

VIII. Prohibited Uses of Capital

Foundation assets may not be used to:

• Influence constitutional design
• Favor specific conforming implementations
• Purchase policy influence
• Accelerate ecosystem growth absent capitalization thresholds
• Support political campaigns or lobbying

Capital exists to protect structural enablement — not to shape competitive outcomes.

Under no circumstances shall the Foundation invest in any vehicle or structure that conditions capital allocation on constitutional influence, governance authority, standards control, or preferential treatment.

Conflict Safeguard

No investment shall be made in any entity in which a Director, Officer, or key contractor holds a material financial interest unless (a) full disclosure is made, (b) the interested party recuses from all deliberation and voting, and (c) an independent comparability review is documented.

IX. Reporting & Transparency

The Foundation shall:

• Publish high-level allocation structure
• Disclose material changes to investment policy
• Report annual summaries of portfolio positioning
• Disclose material mission-aligned allocations if adopted in the future

Real-time portfolio transparency is not required if it creates operational risk, but annual disclosure is expected.

X. Amendments

This IPS may be amended by Board consent, provided amendments:

• Preserve durability-first discipline
• Do not expand Foundation authority
• Do not weaken capital preservation posture
• Are publicly disclosed

Gift Acceptance Policy

NICE Foundation

Version: 1.0

Adopted: February 14, 2026

Effective: February 14, 2026

I. Purpose

This Gift Acceptance Policy governs the conditions under which the NICE Foundation (“Foundation”) may accept, review, or decline charitable contributions.

The Foundation exists solely to support constitutional durability and the phased activation of publicly disclosed charitable infrastructure designed to protect human agency in digital systems.

This policy ensures:

• Protection against donor capture
• Structural insulation from influence
• Compliance with federal tax law
• Transparency and legitimacy
• Durable alignment with constitutional objectives

II. General Acceptance Principles

The Foundation will accept only those gifts that:

• Support the charitable purposes described in its Articles of Incorporation.
• Are consistent with its Constitutional Capability & Durability Policy.
• Do not compromise independence, governance integrity, or structural neutrality.
• Do not impose conditions inconsistent with constitutional or governance invariants.

The Foundation retains absolute discretion to decline any gift.

III. Hard Prohibitions (Non-Negotiable)

The Foundation shall not accept any gift that:

• Is conditioned on governance outcomes.
• Seeks influence over constitutional content.
• Seeks influence over standards development.
• Seeks influence over conformance determinations.
• Seeks preferential treatment of any implementation, entity, or commercial actor.
• Requires deviation from publicly adopted policies.
• Requires suppression, delay, or modification of public disclosures required by policy.
• Would create structural dependence on a single funding source inconsistent with durability goals.

These prohibitions are absolute and may not be waived.

IV. Sensitive Gifts

A “Sensitive Gift” is defined as:

• Any single contribution of $1,000,000 or more; or
• Any gift that presents heightened reputational, governance, concentration, or independence risk; or
• Any gift originating from an entity whose core commercial model may materially intersect with NICE standards or constitutional protections.

Sensitive Gifts require:

• Formal written review by the Board of Directors; and
• Approval by a two-thirds (2/3) supermajority of Directors then in office.

The Board may request independent legal or fiduciary review prior to acceptance.

V. Conditional Gifts

The Foundation shall not accept gifts that:

• Impose programmatic restrictions inconsistent with durability bands;
• Limit future policy flexibility;
• Create earmarks inconsistent with activation criteria;
• Restrict capital allocation in a manner inconsistent with the Investment Policy Statement.

Permissible donor preferences (e.g., general support for a durability band) must not override activation criteria or fiduciary judgment.

VI. Anonymous Gifts

The Foundation may accept anonymous gifts, subject to:

• Full internal disclosure to the Board;
• Compliance with anti-money laundering standards;
• Disclosure in aggregated or categorized form under the Donor Transparency & Public Disclosure Policy.

Anonymity shall not shield conditionality or prohibited influence.

Anonymous status applies to public disclosure only. The Foundation retains internal documentation of donor identity unless prohibited by law.

VII. Declined Gifts

The Foundation is not obligated to publicly disclose the rationale for declining a gift.

Declined gifts shall be recorded internally for governance and audit purposes.

The Foundation may decline any gift that, even absent explicit conditions, creates credible risk of perceived or implied influence over constitutional governance, standards development, or conformance determinations.

VIII. Gift Concentration Risk

The Board shall monitor funding concentration to ensure that no single donor or funding bloc exerts structural influence through capital dependence.

Durability-based activation thresholds shall not rely on funding that introduces capture risk.

IX. IRS Compliance

All accepted contributions must qualify as charitable contributions under Section 501(c)(3) of the Internal Revenue Code.

The Foundation shall:

• Avoid private inurement;
• Avoid impermissible private benefit;
• Avoid political campaign intervention;
• Maintain independence consistent with public charity requirements.

X. Review and Amendment

This policy shall be reviewed at least annually or upon material change in funding posture.

Amendments require majority approval of the Board of Directors.

This is structurally strong, IRS-safe, and aligned with:

• Durability-first posture
• Capture resistance
• Transparency discipline
• Non-political framing
• Foundation-as-fiduciary constraint

Donor Transparency & Public Disclosure Policy

NICE Foundation

Version: 1.0

Adopted: February 14, 2026

Effective: February 14, 2026

I. Purpose

The NICE Foundation (“Foundation”) exists to provide durable capitalization for constitutional infrastructure designed to protect human agency in digital systems.

Transparency is a structural safeguard against influence, capture, and legitimacy erosion.

This policy establishes public disclosure standards governing donations, financial posture, institutional governance, and capitalization thresholds.

Transparency strengthens institutional independence. It does not confer donor authority.

II. Foundational Transparency Principles

The Foundation commits to:

• Public visibility of material financial activity.
• Clear separation between donation and governance authority.
• Disclosure of durability-band activation thresholds.
• Structured reporting of capitalization posture.
• Equal rule application to all participants.
• Compliance with all applicable federal and state laws.

Transparency exists to protect the constitutional substrate, not to create donor influence.

III. Donation Disclosure Standards

A. Material Gifts

Material gifts shall be publicly disclosed within ten (10) business days.

For purposes of this policy, a material gift is defined as:

• Any single donation of $50,000 or more; or
• Any aggregate donation from a single donor exceeding $100,000 within a twelve (12) month period.

Public disclosure shall include:

• Donor name (unless anonymous)
• Amount
• Date received
• General durability-band designation (if applicable)

Any delay beyond stated posting timelines shall be logged in a publicly visible exception register with explanation and corrected posting date.

B. Anonymous Gifts

Anonymous donations are permitted.

However:

• Anonymous gifts exceeding $1,000,000 shall undergo enhanced review under the Gift Acceptance Policy.
• Anonymous gifts shall be publicly categorized by size band.
• The Foundation reserves the right to decline anonymous gifts where sufficient source verification cannot be obtained.

Anonymous status does not create preferential access or influence.

Gifts exceeding $1,000,000 shall automatically trigger enhanced Board review and documentation prior to acceptance and disclosure.

C. Aggregated Disclosure

Donations below material thresholds may be aggregated and disclosed quarterly.

Categorization may include:

• Individual donors
• Private foundations
• Institutional donors
• Corporate donors

This approach balances transparency with administrative efficiency.

IV. Durability Band Transparency

The Foundation shall publicly disclose:

• The structure of durability-backed activation bands
• Capitalization targets required for activation
• Current funding posture relative to the shared durability horizon (through end of year 2036)
• General allocation methodology across activated bands

Durability-band thresholds are mechanical activation criteria and do not confer donor control.

V. Capitalization Horizon Reporting

The Foundation shall publish an annual summary indicating:

• Years of operational durability currently capitalized
• Conservative operating assumptions used
• Margin of safety assumptions
• Activation readiness posture

This reporting ensures visibility into long-term constitutional sustainability.

VI. Funding Firewall

Donations do not confer:

• Constitutional authority
• Governance participation rights
• Amendment influence
• Standards-setting power
• Implementation approval authority

All governance processes are governed by published constitutional procedures and are independent of funding sources.

The Foundation shall not accept any gift that conditions governance outcomes.

VII. Governance Disclosure

The Foundation shall publicly disclose:

• Board members and officer roles
• Adopted governance policies
• Dates of adoption and version numbers
• Conflict of interest disclosures (as required by policy)
• Form 990 filings once required

Where appropriate, summaries of governance actions may be published.

VIII. Institutional Transparency Artifacts

The Foundation shall maintain a public transparency surface including:

• Published policies
• Budget summaries aligned to durability bands
• Annual financial reports
• Investment allocation categories (at a summary level)
• Disclosure of material gifts
• Historical archive of prior versions of policies

Transparency artifacts may be hosted on the Foundation website or linked to official repositories.

IX. Graduation Transparency

The Foundation operates during a capitalization and activation phase designed to achieve durable constitutional enablement.

Upon achievement of published enablement criteria and operational validation across durability bands, the ecosystem may transition toward a graduated capitalization model.

If such transition occurs, the Foundation shall:

• Publicly disclose the graduation decision
• Publish updated capitalization posture
• Clarify any revised funding mechanisms
• Maintain historical record of the transition

Graduation shall not occur absent published readiness criteria.

X. Review and Amendment

This policy shall be reviewed annually.

Amendments require Board approval and shall be versioned and dated.

Material revisions shall be publicly disclosed.

XI. Firewall Cross-Reference

This Policy operates in conjunction with the Conformance & Funding Firewall Policy. Donor transparency does not substitute for structural separation of funding and constitutional authority.

Conflict of Interest Policy

NICE Foundation

Version: 1.0

Adopted: February 14, 2026

Effective: February 14, 2026

I. Purpose

The NICE Foundation (“Foundation”) exists to provide durable capitalization for constitutional infrastructure designed to protect human agency in digital systems.

This Conflict of Interest Policy is intended to:

• Prevent private inurement and excess benefit transactions;
• Protect the Foundation from influence or capture;
• Ensure decisions are made solely in furtherance of the Foundation’s charitable purpose;
• Preserve public trust and institutional legitimacy.

This policy is designed to comply with Section 501(c)(3) of the Internal Revenue Code and related regulations.

II. Persons Covered

This policy applies to:

• Directors
• Officers
• Key employees
• Committee members with Board-delegated authority

Each such person is referred to as a “Covered Person.”

III. Definition of Conflict of Interest

A conflict of interest exists when a Covered Person has a financial interest or other material personal interest that could compromise — or reasonably appear to compromise — the impartial exercise of their duties to the Foundation.

Conflicts may arise through:

• Direct financial benefit
• Indirect benefit through affiliated entities
• Ownership or compensation relationships
• Familial relationships
• Board or management roles in related entities
• Significant donor relationships

The appearance of a conflict may be treated as a conflict.

IV. Special Context: Affiliated Organizations

The Foundation may provide funding to:

• NICE Constitutional Custodian, LLC
• NICE Stewardship Council, LLC

Service as a Director, Officer, Manager, employee, or contractor of those entities does not automatically constitute a conflict of interest.

However:

• Any decision involving financial disbursement to an affiliated entity requires full disclosure.
• Any Covered Person with a financial interest in the recipient entity must recuse from deliberation and voting.
• Disbursements must comply with the Disbursement Policy and Constitutional Capability & Durability Policy.
• Funding to affiliated entities does not create entitlement or ongoing financial guarantee.

Affiliation does not create structural advantage.

V. Ecosystem Participation

The Foundation recognizes that Directors, Officers, employees, and contractors may participate in the broader NICE ecosystem.

Service to the Foundation does not prohibit participation in:

• Building conforming implementations
• Participating in Commons structures
• Engaging in commercial activity consistent with published standards
• Participating in constitutional governance processes as permitted under the constitutional framework

However:

• No Covered Person shall receive preferential treatment.
• No Covered Person shall use Foundation role or influence to affect constitutional amendments, standards decisions, conformance determinations, or governance outcomes.
• All participation must occur through the same public procedures applicable to all participants.

Structural fairness — not exclusion — governs ecosystem participation.

Participation by Directors, Officers, or employees in commercial or nonprofit entities operating within the NICE ecosystem is permitted provided such participation complies fully with constitutional governance rules and this Conflict of Interest Policy.

VI. Disclosure Procedures

Each Covered Person shall:

• Promptly disclose any actual or potential conflict of interest.
• Submit an annual written disclosure statement.
• Update disclosures as circumstances change.

All disclosures shall be recorded in meeting minutes.

VII. Determination of Conflict

After disclosure:

• The interested person shall leave the meeting during discussion and vote.
• Disinterested Directors shall determine whether a conflict exists.
• The determination shall be documented in writing.

If a quorum of disinterested Directors cannot be established, the matter shall be deferred or evaluated with independent professional guidance if necessary.

VIII. Addressing a Conflict

If a conflict is determined to exist:

• The interested person shall not vote.
• The interested person shall not influence deliberation.
• The Foundation shall consider alternative transactions where feasible.
• Compensation or contractual arrangements must reflect fair market value.

All decisions must prioritize:

• The Foundation’s charitable purpose;
• Durability-band capitalization thresholds;
• Long-term institutional legitimacy.

IX. Excess Benefit Transactions

The Foundation shall not engage in any transaction that constitutes an excess benefit transaction under Section 4958 of the Internal Revenue Code.

If an excess benefit transaction occurs inadvertently, corrective action shall be taken promptly in accordance with federal law.

X. Structural Funding Firewall

Donations and funding relationships shall not influence constitutional or governance processes.

Specifically:

• Donors do not receive constitutional authority.
• Donors do not receive amendment or standards influence.
• Funding does not create procedural leverage.
• The Foundation may not condition funding on governance outcomes.

All governance authority resides within the published constitutional framework and is independent of Foundation funding.

This firewall applies equally to:

• Directors
• Officers
• Affiliated entities
• Contractors
• Donors
• Ecosystem participants

The purpose of this Policy is not to prohibit participation, but to ensure structural parity — no participant receives procedural advantage due to Foundation position.

XI. Documentation and Recordkeeping

Board minutes shall include:

• The name of the person with the disclosed interest;
• The nature of the interest;
• The determination of whether a conflict existed;
• The names of persons present for discussion;
• The vote taken;
• The basis for approval of any transaction.

Documentation shall be retained in accordance with the Document Retention & Destruction Policy.

XII. Annual Affirmation

Each Covered Person shall annually sign a statement affirming:

• Receipt of this policy;
• Understanding of this policy;
• Agreement to comply;
• Disclosure of relevant financial or governance interests.

XIII. Review and Amendment

This policy shall be reviewed annually.

Amendments require approval of the Board and shall be versioned and dated.

Material revisions shall be publicly disclosed consistent with the Donor Transparency & Public Disclosure Policy.

Compensation Policy

NICE Foundation

Version: 1.0

Adopted: February 14, 2026

Effective: February 14, 2026

I. Purpose

This Compensation Policy establishes the principles and procedures governing compensation paid by NICE Foundation (“Foundation”) to officers, directors, employees, contractors, or advisors.

The Foundation exists to provide durable constitutional support infrastructure. Compensation must reflect that fiduciary purpose and comply with Section 501(c)(3) of the Internal Revenue Code.

The Foundation shall not permit private inurement or excessive compensation.

II. General Principles

Compensation paid by the Foundation shall:

• Be reasonable and not excessive.
• Reflect fair market value for services actually rendered.
• Be consistent with the Foundation’s durability-based capitalization posture.
• Avoid incentives that create governance bias or constitutional influence.
• Preserve long-term legitimacy and independence.

The Foundation does not exist to generate personal wealth.

III. Directors

Directors shall serve without compensation unless:

• The Board determines compensation is necessary to secure qualified independent oversight; and
• Such compensation is reasonable and consistent with comparable nonprofit governance roles.

Directors may be reimbursed for reasonable, documented expenses incurred in connection with Foundation duties.

Any compensation paid to a Director must be:

• Approved by disinterested Directors;
• Supported by comparability data;
• Documented in meeting minutes.

IV. Officers and Employees

Officers and employees of the Foundation may receive compensation for services rendered, subject to:

• Review by the Board (or designated independent committee);
• Use of comparable salary data from similar nonprofit organizations;
• Consideration of durability-band operating constraints;
• Documentation in written minutes or written consent.

Compensation shall not include:

• Equity participation;
• Revenue-sharing tied to ecosystem growth;
• Performance incentives tied to governance outcomes;
• Incentives tied to constitutional amendment or standards outcomes.

V. Contractors and Professional Services

The Foundation may retain independent contractors and advisors at fair market rates.

Contracts exceeding a material threshold (to be set in the Financial Controls Policy) must:

• Be reviewed by the Board;
• Avoid conflict of interest;
• Be documented in writing.

VI. Excess Benefit Transactions

The Foundation shall comply with Internal Revenue Code Section 4958 governing excess benefit transactions.

If compensation is later determined to be excessive, corrective action shall be taken in accordance with federal law.

VII. Durability Alignment

Compensation decisions must align with the Constitutional Capability & Durability Policy.

The Foundation shall not expand staffing or executive compensation beyond levels supported by:

• Current activated durability bands;
• Conservative financial projections;
• Published capitalization thresholds.

Compensation growth must follow durable capitalization — not anticipated funding.

VIII. Transparency

The Foundation shall publicly disclose:

• Compensation philosophy;
• Whether Directors are compensated;
• Aggregate executive compensation (if applicable).

Individual compensation disclosure shall comply with IRS Form 990 requirements once filing is required.

IX. Review and Amendment

This policy shall be reviewed annually or upon material organizational change.

Amendments require majority approval of the Board.

Why this works:

• Clean IRS posture
• No founder enrichment optics
• Durability alignment embedded
• Governance-neutral incentives
• No political risk language
• No chilling effect

Board Governance & Succession Policy

NICE Foundation

Version: 1.0

Adopted: February 14, 2026

Effective: February 14, 2026

I. Purpose

This Board Governance & Succession Policy establishes the structural framework by which NICE Foundation maintains independent oversight, fiduciary discipline, constitutional alignment, and long-term institutional durability.

The Foundation exists as a financial instrument and transparency surface supporting constitutional infrastructure. It does not govern the NICE ecosystem. It governs itself in service of durability.

II. Role of the Board

The Board of Directors is responsible for:

• Safeguarding the charitable mission of NICE Foundation.
• Ensuring compliance with applicable nonprofit law and fiduciary duties.
• Approving budgets, financial controls, and investment policy.
• Overseeing adherence to the Disbursement Policy.
• Maintaining transparency and public accountability.
• Interpreting readiness posture for durability band activation based on published enablement criteria.

The Board does not:

• Amend the NICE Constitution.
• Govern the NICE ecosystem.
• Approve standards or implementations.
• Direct ecosystem governance outcomes.

The Board’s authority is financial and fiduciary—not constitutional.

III. Fiduciary Duties

Directors owe duties of:

• Care
• Loyalty
• Obedience to charitable purpose

These duties include adherence to:

• Conflict of Interest Policy
• Conformance & Funding Firewall Policy
• Donor Transparency & Public Disclosure Policy
• Investment Policy Statement
• Constitutional Capability & Durability Policy

IV. Independence and Capture Prevention

To protect institutional legitimacy:

• No donor may hold governance rights by virtue of financial contribution.
• No funding source may condition grants on constitutional, governance, or standards outcomes.
• Directors must recuse themselves where conflicts exist.
• Foundation capital shall not be used to influence ecosystem governance.

The Board is a fiduciary steward of durability capital—not a political or strategic steering body for the ecosystem.

Mandatory recusal applies to deliberations involving:

• Durability band activation

• Gifts exceeding enhanced review threshold

• Mission-aligned investments

• Conformance or firewall exceptions

The Board of the Foundation does not possess constitutional amendment authority, standards authority, or conformance authority. Its role is limited to fiduciary stewardship and durability oversight.

V. Board Composition

The Foundation shall maintain a minimum of one Director and may expand as necessary for operational maturity and durability oversight.

Board expansion should consider:

• Financial literacy
• Institutional governance experience
• Nonprofit compliance expertise
• Independence from concentrated funding sources

At least one Director should be independent of any major donor relationship where feasible.

VI. Officers

The Foundation shall maintain officers as required by its Bylaws.

Officers may include:

• President
• Secretary
• Treasurer (if designated)

Officers are responsible for administrative execution of Board-approved policies but do not possess unilateral authority to alter funding, governance posture, or constitutional interpretation.

VII. Succession Planning

To protect long-term durability:

• The Board shall maintain continuity planning.
• Governance documentation shall be version-controlled and archived.
• Institutional knowledge shall be documented in written policy form.
• No single individual shall be structurally indispensable to Foundation operation.

Succession shall prioritize fiduciary integrity and mission continuity over personal alignment.

VIII. Participation in the NICE Ecosystem

Directors, officers, employees, and contractors of NICE Foundation may participate in commercial or non-commercial activities within the broader NICE ecosystem, including conforming implementations, standards processes, and Commons participation.

Such participation is permitted only under the following structural conditions:

1. Equal Treatment

Participation must occur under the same publicly documented constitutional, governance, attestation, and conformance processes applicable to all ecosystem participants.

2. No Preferential Access

No individual affiliated with the Foundation shall receive expedited approvals, privileged standards input, exclusive information, or structural advantage by virtue of Foundation affiliation.

3. No Institutional Leverage

Foundation position, funding posture, or Board authority may not be used to influence ecosystem governance outcomes, standards determinations, attestation processes, or constitutional amendments.

4. Public Governance Channels

All ecosystem participation by affiliated individuals must occur through formal constitutional channels that are open, reviewable, and documented.

The Foundation shall not serve as a mechanism for insider control of the ecosystem.

Structural symmetry is a legitimacy requirement. All participants—including those affiliated with NICE institutions—operate under the same rules.

IX. Alignment with Durability Bands and Graduation

The Foundation operates during the ecosystem’s capitalization and enablement phase.

As described in the Constitutional Capability & Durability Policy:

• The Custodian creates and publishes constitutional enablement artifacts.
• The Stewardship Council advances ecosystem alignment and adoption.
• The Foundation evaluates capitalization readiness and funds durability bands accordingly.

Upon successful ecosystem maturation—demonstrated operational viability, governance testing across all Commons types, multi-implementation conformance, and sustainable capitalization—the ecosystem may transition from institutional seeding to a graduated governance posture.

The Board’s role in such transition is limited to:

• Verifying that published enablement criteria have been met.
• Confirming capitalization stability.
• Maintaining fiduciary integrity.

The Board does not determine constitutional legitimacy; it confirms financial readiness.

X. Vacancies and Removal

Vacancies may be filled pursuant to the Bylaws.

Directors may be removed in accordance with:

• The Bylaws
• Applicable nonprofit law
• Conflict of Interest enforcement

Removal decisions must be documented in writing.

XI. Recordkeeping and Transparency

The Foundation shall maintain:

• Written minutes or written consents
• Policy adoption records
• Public transparency artifacts as described in the Donor Transparency Policy
• Archival versions of governance documentation

Material governance documents shall be published or referenced publicly to reinforce legitimacy and donor confidence.

XII. Policy Amendments

This Policy may be amended by majority vote of the Board.

Amendments must:

• Be documented in writing.
• Be versioned.
• Include adoption and effective dates.
• Remain consistent with the Foundation’s charitable purpose and durability mandate.

No amendment may expand Board authority into constitutional governance functions reserved for the NICE ecosystem.

Conformance & Funding Firewall Policy

NICE Foundation

Version: 1.0

Adopted: February 14, 2026

Effective: February 14, 2026

I. Purpose

The purpose of this Policy is to ensure structural separation between:

• Capitalization activities conducted by NICE Foundation; and
• Constitutional design, governance architecture, standards development, conformance evaluation, and ecosystem participation within NICE.

NICE Foundation functions as a fiduciary capitalization instrument and transparency surface.

It does not exercise constitutional, governance, or conformance authority.

This Policy protects constitutional durability from funding influence — actual or perceived.

II. Structural Principle

NICE is designed so that:

• Constitutional protections are not purchasable.
• Standards are not negotiable based on donor preference.
• Conformance status cannot be influenced by financial contribution.
• Governance design is insulated from capital allocation.

Capital supports infrastructure.

Capital does not shape rules.

III. Scope

This Policy applies to:

• All gifts, grants, and contributions received by NICE Foundation.
• All disbursements made to NICE Constitutional Custodian, LLC and NICE Stewardship Council, LLC.
• Any future grants or ecosystem-aligned allocations.
• All Board members, officers, contractors, and advisors of NICE Foundation.

IV. Separation of Authorities

A. NICE Foundation

Responsible solely for:

• Capitalization
• Financial stewardship
• Durability assessment
• Disbursement according to published policies
• Transparency and reporting

NICE Foundation has no authority over:

• Constitutional amendments
• Governance model decisions
• Standards definitions
• Conformance determinations
• Implementation attestation
• Graduation decisions

B. NICE Constitutional Custodian, LLC

Responsible for:

• Constitution publication and maintenance
• Governance architecture design and execution
• Standards framework structure
• Constitutional journal maintenance

Not subject to donor direction.

C. NICE Stewardship Council, LLC

Responsible for:

• Ecosystem growth
• Institutional alignment
• Narrative development
• Partner coordination

Does not control constitutional rulemaking.

V. Funding Neutrality

A. No Conditional Constitutional Influence

The Foundation shall not accept gifts conditioned upon:

• Constitutional amendment or interpretation
• Governance architecture changes
• Standards modification
• Conformance outcome
• Attestation decision
• Graduation timing

Any such condition renders the gift non-acceptable.

Funding decisions may not condition, accelerate, or delay constitutional determinations. Constitutional determinations are made independently by the appropriate constitutional authority.

B. No Donor Influence Rights

Donors shall not receive:

• Governance voting rights
• Standards committee seats by virtue of donation
• Conformance influence privileges
• Accelerated graduation influence

Participation in NICE governance — once operational — occurs under the same rules as any other ecosystem participant.

VI. Conformance Independence

When conformance mechanisms become operational:

• Conformance evaluation shall occur through defined governance structures.
• Funding relationships shall not be disclosed to evaluators except as required by Conflict of Interest policies.
• No preferential treatment may be given to entities providing financial support.

Conforming implementation status must be structurally decoupled from funding source.

VII. Graduation Safeguards

During the transition from Conservatorship (Band 1) to Graduated Governance:

• Capitalization status may determine activation timing.
• Capitalization status shall not determine governance outcomes.
• Graduation criteria must be published in advance.
• Graduation validation must be observable and documented.

Funding enables readiness.

Funding does not determine legitimacy.

VIII. Transparency Requirements

The Foundation shall:

• Publish donation disclosure information consistent with its Donor Transparency Policy.
• Publish capitalization thresholds tied to durability bands.
• Publish disbursement summaries.
• Publish activation status by band.

Transparency is a structural deterrent to influence.

IX. Phase Applicability

This Policy is effective immediately upon adoption.

During the Foundation Layer (Band 1):

• Conformance and plural implementation mechanisms may not yet be operational.
• However, separation between funding and constitutional design applies from inception.
• Governance architecture, standards framework, and graduation criteria must be insulated from capital influence during design.

As additional durability bands activate, this Policy automatically applies to all conformance, attestation, and ecosystem governance functions.

No re-adoption is required for expansion of scope.

X. Enforcement

Any actual or perceived violation of this Policy shall:

• Be disclosed to the Board of NICE Foundation.
• Be reviewed under the Conflict of Interest Policy.
• Be documented in writing.
• Be included in public transparency reporting where material.

Remedies may include:

• Rejection or return of funds.
• Recusal.
• Disclosure.
• Structural correction.

XI. Relationship to Other Policies

This Policy operates in conjunction with:

• Constitutional Capability & Durability Policy
• Disbursement Policy
• Gift Acceptance Policy
• Donor Transparency & Public Disclosure Policy
• Conflict of Interest Policy

Where ambiguity exists, the interpretation that most preserves constitutional independence shall govern.

XII. Policy Review

This Policy shall be reviewed:

• Upon activation of each durability band.
• Upon governance graduation.
• At least every three years thereafter.

Revisions shall not weaken structural separation between capital and constitutional authority.

Closing Principle

NICE is designed so that no one — including donors, directors, or ecosystem participants — can purchase influence over constitutional protections.

Durability requires capital.

Legitimacy requires independence.

This Policy exists to protect both.

Document Retention & Destruction Policy

NICE Foundation

Version: 1.0

Adopted: February 14, 2026

Effective: February 14, 2026

I. Purpose

The purpose of this Policy is to ensure that the NICE Foundation:

• Complies with applicable federal and state recordkeeping laws,
• Preserves records necessary to demonstrate charitable compliance and fiduciary integrity,
• Supports transparency commitments under the Donor Transparency & Public Disclosure Policy,
• Maintains documentation necessary to evaluate Durability Bands and Governance Graduation readiness, and
• Protects the integrity of constitutional funding and institutional operations over long time horizons.

This Policy is designed to balance durability, transparency, and operational practicality.

II. Scope

This Policy applies to:

• Directors
• Officers
• Contractors
• Volunteers
• Agents acting on behalf of the Foundation

It covers both physical and electronic records.

III. General Principles

• Records shall be retained for the minimum period required by law or longer if necessary to support:
• Fiduciary accountability
• Public transparency commitments
• IRS compliance
• Durability-band tracking
• Governance graduation documentation
• No document shall be destroyed if:
• It is relevant to a pending audit, investigation, or legal proceeding, or
• A formal document preservation notice has been issued.
• Intentional destruction of records to conceal wrongdoing is strictly prohibited.

IV. Permanent Records

The following records shall be retained permanently:

• Articles of Incorporation
• Bylaws (including all amendments)
• IRS determination letters
• Board minutes and written consents
• Approved policies and prior versions
• Financial statements (annual)
• Form 990 filings
• Major gift records (including donor classification and disclosure status)
• Investment Policy Statements and revisions
• Constitutional Capability & Durability Policy and related activation criteria
• Documentation related to Governance Graduation determinations

Because the Foundation is structured for long-horizon constitutional durability, core governance and funding records shall not be destroyed.

V. Seven-Year Retention (Minimum)

The following shall be retained for at least seven (7) years:

• General accounting records
• Bank statements
• Grant agreements
• Contracts
• Payroll records
• Expense documentation
• Donation receipts (unless classified as permanent records under Section IV)

Seven years reflects IRS and standard nonprofit best practice.

Documents relating to band activation, durability modeling, donor influence determinations, and firewall enforcement shall be retained through the current Durability Horizon plus seven (7) years.

VI. Three-Year Retention (Minimum)

The following shall be retained for at least three (3) years:

• Routine correspondence
• Administrative records not otherwise classified
• Draft internal working materials not formally adopted

VII. Durability & Governance Records

Because the Foundation evaluates and funds Activation Bands and Graduation Readiness, the following shall be retained for no less than the full duration of the applicable durability horizon:

• Capitalization models used to activate bands
• Operating assumptions underlying durability projections
• Documentation of band activation determinations
• Documentation supporting readiness posture

Where such documentation supports a public transparency commitment, it shall be retained permanently.

VIII. Electronic Storage

Records may be maintained in electronic format provided:

• They are securely stored
• They are reasonably accessible
• Backup procedures exist
• Access controls are maintained

Cloud storage providers may be used if commercially reasonable security practices are in place.

IX. Destruction Procedures

When the retention period expires:

• Paper records shall be shredded.
• Electronic records shall be permanently deleted where reasonably feasible.
• Destruction shall not occur if a preservation notice is active.

Routine deletion of ephemeral drafts, emails, or non-record materials is permitted in the ordinary course of operations.

X. Legal Holds

If the Foundation becomes aware of:

• Litigation
• Government investigation
• IRS audit
• Formal regulatory inquiry

The Board (or an authorized officer) shall issue a written preservation notice suspending destruction of relevant records.

XI. Policy Review

This Policy shall be reviewed periodically by the Board to ensure:

• Continued compliance with law
• Alignment with durability-band disclosures
• Alignment with governance graduation documentation

Whistleblower Policy

NICE Foundation

Version: 1.0

Adopted: February 14, 2026

Effective: February 14, 2026

I. Purpose

The NICE Foundation is committed to lawful, ethical, and fiduciary conduct in all activities.

This Policy establishes procedures for reporting suspected:

• Fraud
• Financial misconduct
• Conflicts of interest
• Abuse of authority
• Violation of Foundation policies
• Misrepresentation of durability posture
• Improper donor influence
• Material misalignment with published transparency commitments

The Foundation prohibits retaliation against individuals who report concerns in good faith.

II. Scope

This Policy applies to:

• Directors
• Officers
• Contractors
• Volunteers
• Advisors
• Agents acting on behalf of the Foundation

This Policy covers both internal and external concerns related to Foundation operations.

III. Good Faith Reporting

A report is made in “good faith” when the individual:

• Reasonably believes the information is true, and
• Does not knowingly submit false or malicious allegations.

Reports may be made even if the reporter is uncertain whether misconduct has occurred.

IV. Reporting Channels

Concerns may be submitted:

• Directly to any Director
• To the Board collectively
• To an independent legal advisor (if engaged)
• Through a designated confidential reporting channel (if established)

If the report concerns a Director, it shall be directed to the remaining Director(s).

As the Foundation grows, the Board may establish additional confidential mechanisms.

V. Confidentiality

The Foundation will make reasonable efforts to:

• Protect the identity of the reporting individual,
• Limit disclosure to those with a need to know, and
• Protect investigative integrity.

Confidentiality cannot be guaranteed where disclosure is required by law.

VI. Non-Retaliation

No Director, officer, contractor, or agent shall retaliate against an individual who:

• Reports concerns in good faith,
• Participates in an investigation, or
• Refuses to participate in unlawful activity.

Retaliation includes:

• Termination
• Demotion
• Harassment
• Threats
• Adverse treatment related to reporting

Retaliation itself constitutes a violation of this Policy.

Allegations involving Directors or Officers shall be automatically escalated to the full Board and may be reviewed by outside counsel if deemed appropriate.

No person shall be disadvantaged in Foundation or ecosystem participation for making a good-faith report under this Policy.

VII. Investigation Process

Upon receiving a report:

• The Board (excluding any implicated individual) shall review the allegation.
• The Board may engage outside counsel or advisors if appropriate.
• A good faith investigation shall be conducted proportionate to the allegation.
• Findings and corrective actions shall be documented.

Where appropriate, corrective measures may include:

• Policy revision
• Disclosure correction
• Financial remediation
• Removal of authority
• Referral to legal authorities

VIII. Relationship to Governance Graduation

During early durability bands, the Board retains responsibility for internal accountability.

As NICE governance mechanisms mature and graduate toward broader ecosystem participation, external governance processes may provide additional accountability pathways.

Nothing in this Policy overrides constitutional governance structures once operational.

IX. False or Malicious Allegations

Deliberately false allegations made in bad faith may result in corrective action.

Good faith reporting that ultimately proves incorrect shall not result in penalty.

X. Recordkeeping

Reports and investigation records shall be retained in accordance with the Document Retention & Destruction Policy.

XI. Policy Review

This Policy shall be reviewed periodically to ensure alignment with:

• IRS governance expectations
• Foundation fiduciary duties
• Transparency commitments
• Governance graduation milestones

Mission-Aligned Allocation Framework Policy

NICE Foundation

Version: 1.0

Adopted: February 14, 2026

Effective: February 14, 2026

Status: Inactive — Phase 4 Activation Required

I. Purpose

This Policy establishes the future framework under which the NICE Foundation may allocate a limited portion of capital toward mission-aligned ecosystem initiatives once durability thresholds have been satisfied.

The Foundation’s primary obligation remains constitutional durability.

Mission-aligned allocation is subordinate to, and contingent upon, durability sufficiency.

This Policy does not authorize any allocation activity until formally activated pursuant to Section IV.

II. Durability-First Constraint

No mission-aligned allocation activity may occur unless:

• The Constitutional Capability & Durability Policy confirms that:
• All active bands are capitalized through the published durability horizon; and
• Operating reserves remain above the required minimum threshold; and
• The Board formally declares that incremental allocation will not impair constitutional stability.

Durability is a structural prerequisite.

No mission-aligned allocation may occur until the Durability Horizon funding target has been achieved and publicly disclosed.

III. Scope of Permissible Allocation (Post-Activation)

If activated, permissible allocation categories may include:

• Program-related investments (PRIs) consistent with 501(c)(3) rules
• Mission-aligned grants to conforming ecosystem participants
• Infrastructure grants supporting conformance and attestation
• Capital support for implementation exemplars operating under constitutional guardrails

Allocations must:

• Support NICE constitutional principles
• Avoid private inurement or private benefit
• Comply with IRS regulations governing charitable organizations
• Avoid political campaign activity

The Foundation shall not operate as a venture capital fund.

IV. Activation Conditions

This Policy becomes active only upon:

• Completion of Plural Coordination Surface activation (Band 4);
• Demonstrated operational viability across:
• Human Surface
• Commons Surface
• Plural Coordination Surface;
• Publication of a Governance Graduation Declaration by NICE Constitutional Custodian; and
• Formal Board Resolution activating this Policy.

Absent these conditions, the Policy remains inactive.

V. Allocation Governance Structure (Future State)

Upon activation, allocation decisions shall be:

• Transparent
• Documented
• Subject to Conflict of Interest controls
• Published under Donor Transparency & Public Disclosure commitments

As ecosystem governance matures, allocation signaling mechanisms may incorporate:

• Structured ecosystem input mechanisms
• Conformance-based eligibility screening
• Governance-aligned participation signals

Final authority remains with the Foundation Board in compliance with fiduciary duties.

VI. Risk Controls

Any allocation activity must:

• Preserve capital adequacy
• Avoid impairment of durability bands
• Maintain liquidity sufficient for ongoing obligations
• Be reviewed under the Investment Policy Statement

No allocation shall create financial dependence that compromises constitutional neutrality.

Mission-aligned allocations shall not alter or influence constitutional governance structures or standards development.

VII. Reporting

If activated, the Foundation shall publish:

• Allocation criteria
• Allocation recipients
• Allocation amounts
• Alignment rationale

Publication timing shall follow the Donor Transparency & Public Disclosure Policy.

VIII. Modification and Sunset

This Policy:

• May be amended by Board resolution;
• Shall be reviewed prior to activation;
• May be rescinded if durability posture changes.