The Bylaws

Article I

Authority and Relationship to the Charter

§1.1

These Bylaws are the operational rules of the AI Trust Council (the "Council"). They are subordinate to, and operate in service of, the AI Trust Council Charter (the "Charter") dated May 3, 2026. Where any conflict between these Bylaws and the Charter arises, the Charter governs.

§1.2

These Bylaws bind every member of every constituency, every Standing Committee chair and member, every Trust Tribunal panelist, every accredited Verification Provider, every accredited Node Operator, and every Partner organisation seated on the Council.

§1.3

Capitalised terms not defined in these Bylaws carry the meaning given in the Charter, the TIP Protocol Specification, the TIP Protocol Terms of Service, or the TIPCL-1.0 License, in that order of precedence.

§1.4

Parent Entity and Founding Steward. The AI Lab Intelligence Unobscured, Inc. (the "Parent Entity" and, in perpetuity, the "Founding Steward") is the founding entity, current operator, and perpetual custodian of the Council, the AI Trust Registry, the federated DAG infrastructure of the Trust Identity Protocol, and the canonical record of the Charter and these Bylaws. The Parent Entity holds two interlocking and perpetual standings: (a) the mission-protective stewardship of Article IV, exercised sparingly and only where the Council's mission is materially tarnished; and (b) the custodial, ceremonial, and economic role of Founding Steward under Article XVII. Both standings are enduring; neither sunsets.

§1.5

Nothing in these Bylaws limits the Parent Entity's perpetual mission-protective stewardship under Article IV (Mission Alignment Clause) or the perpetual Founding Steward provisions of Article XVII. The Parent Entity's Article IV stewardship is mission-protective, narrowly scoped, dignity-preserving, and procedurally constrained as set out in that Article. The Founding Steward provisions of Article XVII are custodial, perpetual, and non-diminishable as set out in that Article.

Article II

Membership Application and Onboarding

Membership in the Council is open to every individual and every organisation in every jurisdiction. The application process is the same for everyone, with constituency-appropriate verification requirements. No application may be rejected on the basis of nationality, jurisdiction, religion, political affiliation, or financial size.

§2.1

Eligibility. Any natural person of legal majority in their jurisdiction may apply to the Creators constituency. Any organisation lawfully established in any jurisdiction may apply to the Institutions, Publishers, Operators, or Partners constituency appropriate to its activity.

§2.2

Application surface. Applications are submitted at theailab.org/contact with the appropriate constituency subject line, or via the application endpoint published by the Standing Committee on Accreditation. Applications must be in writing and must include the information required by the constituency's published intake form.

§2.3

Processing timeline. The Standing Committee on Accreditation will issue an acknowledgement of receipt within seven (7) days, a request for clarifying information (if any) within twenty-one (21) days, and a final admission or non-admission decision within ninety (90) days of receipt of the complete application.

§2.4

Equal treatment. Applications must be processed in the order received. No applicant may be advanced ahead of an earlier applicant for any reason other than (a) demonstrably incomplete information requiring re-submission, or (b) urgent public-interest exception ratified by majority of the Accreditation Committee and recorded on the public DAG.

§2.5

Free constituencies. Admission to the Creators or Institutions constituency carries no fee. The applicant pays no money to the Council, to the Parent Entity, or to any Verification Provider in connection with admission.

§2.6

Tier-based and accreditation-based constituencies. Admission to the Publishers, Operators, or Partners constituency may carry a fee under the TIPCL-1.0 commercial schedule (canonical at theailab.org/tip-license) or an accreditation fee as published by the Standing Committee on Accreditation. Fee schedules are published in advance, do not vary by applicant identity, and may not increase by more than CPI plus five percent (5%) per annum without ninety (90) days public notice.

§2.7

Non-admission. Where the Accreditation Committee declines an application, the Committee will publish a written, plain-language non-admission notice on the public DAG, citing the specific eligibility criterion not met. The applicant may re-apply at any time once the cited criterion is addressed, or may appeal under Article XIII.

§2.8

Founding Member Designation. Applicants admitted to any constituency on or before May 3, 2030 receive the Founding Member Designation pursuant to Article VI of the Charter. The Designation is conferred automatically upon admission, is permanent, and cannot be revoked except under Article IV or Article XIII of these Bylaws.

Article III

Membership in Good Standing

Members of the Council enjoy specific rights and undertake specific duties. "Good standing" is a continuous status, not a one-time qualification.

§3.1

Rights of members. Each member in good standing has: (a) the right to one vote within their constituency on every matter put to constituency vote; (b) the right to attend every Standing Committee session in person or remotely as a non-voting observer; (c) the right to nominate candidates for committee chairs, tribunal pools, and award designations; (d) the right to attend the Annual Trust Summit; (e) the right to publish dissent in the official minutes; (f) the right to inspect every non-redacted record on the public DAG; (g) the right to procedural protections under Articles IV, VII, and XIII before any adverse action.

§3.2

Duties of members. Each member in good standing undertakes: (a) the duty to act in good faith toward the Council's mission; (b) the duty to disclose conflicts of interest under Article XII; (c) the duty to respect the privacy of other members where confidentiality is required by law; (d) the duty to abide by Trust Tribunal decisions affecting them, subject to the right of appeal; (e) for Verification Providers and Node Operators, the additional operational duties published by the Accreditation Committee, including the annual independent security audit, the quarterly warrant canary, the jurisdiction declaration, and the VP Code of Conduct.

§3.3

Continuous good standing. A member remains in good standing until and unless suspended or revoked under Article IV or Article XIII. Annual fees, where applicable, must be current. Failure to pay an annual fee triggers a sixty (60) day cure period before suspension under Article XIII.

§3.4

Voluntary withdrawal. Any member may withdraw from the Council at any time by written notice to the Standing Committee on Accreditation. Withdrawal is effective on the date of receipt. Withdrawn members are not refunded fees paid for the current annual period. A withdrawn member may re-apply at any time under Article II.

Article IV

Mission Alignment Clause

The Council exists to serve a mission larger than any single member, constituency, or institution. The Parent Entity, as the founding house and keeper of that mission, retains in perpetuity a narrow, dignity-preserving, and procedurally constrained stewardship to protect the mission from being tarnished, weaponised, or hollowed out by the conduct of any member. This stewardship is reserved sparingly, exercised only on the highest standard, and exists to honour the trust placed in the Council by every individual and organisation who joined in good faith. It is a promise to the good members that they will never be made to share the institution with those who would corrupt what brought them here.

§4.1

The Mission. The Council's mission, inherited from and harmonised with the founding mission of the Parent Entity, is: to keep the public internet free, verifiable, and human-readable; to operate, protect, and steward the Trust Identity Protocol, the AI Trust Registry, and the AI Trust ID family as open, post-quantum-secure, and equitably accessible public goods for every person in every jurisdiction; to honour the standing and integrity of the AI Trust Council as a public-record-keeping body of constitutional character; and to ensure that no individual, organisation, government, platform, or technology provider undermines the ability of ordinary people to know whether what they are reading was made by another person. Conduct that materially tarnishes, undermines, corrupts, or weaponises this mission, the Trust Identity Protocol, the integrity of the AI Trust Registry, the standing of the Council, or the founding house that brought them into being, is conduct contrary to the mission for the purposes of this Article IV.

§4.2

Mission-Alignment Review. The Parent Entity may, acting in good faith and at its sole reasonable discretion, conduct a Mission-Alignment Review of any member of any constituency where credible evidence exists that the member's conduct, public statements, ownership structure, or operational practices materially undermine the Council's mission as defined in Section 4.1.

§4.3

Mission-Protective Stewardship in Perpetuity. Following a Mission-Alignment Review, the Parent Entity, in its enduring role as the founding house of the Council and the original author of the mission set out in Section 4.1, retains in perpetuity the responsibility, and the corresponding narrow stewardship, to revoke the membership of any individual, organisation, or entity whose conduct is found, on the written and reasoned judgement of the Parent Entity, to materially tarnish, undermine, corrupt, or weaponise the mission. This stewardship is reserved exclusively to the Parent Entity, may not be delegated, and exists for one purpose only: to ensure that those who join the Council in good faith are never made to share the institution with those who, despite their formal membership, act against the foundational commitments that brought the Council into being. This stewardship does not sunset and continues for so long as the Parent Entity, or its lawful successor under Section 17.9, exists.

§4.4

Procedural Protections. Before any revocation under this Article, the Parent Entity will: (a) provide written notice to the member identifying the conduct under review and the section or sections of the mission claimed to be undermined; (b) afford the member not less than thirty (30) days from receipt of notice to respond in writing; (c) where the member so requests within the response period, hold a private hearing at which the member may present, with counsel if desired; (d) issue a written decision within thirty (30) days of the close of the hearing or, where no hearing is held, within thirty (30) days of the close of the response period; (e) publish a redacted version of the decision on the public DAG, withholding only those facts whose publication is barred by law or whose publication would identify a third-party victim or witness.

§4.5

Standard of Review. The Parent Entity will revoke under this Article only where the evidence demonstrates that the member's conduct is (a) material, meaning of a scale or character that meaningfully impairs the mission; (b) attributable, meaning fairly attributable to the member rather than to a third party acting independently; and (c) without adequate remedy, meaning that lesser measures (suspension, public correction, recusal) cannot reasonably address the impairment.

§4.6

Distinction from Tribunal Authority. The Trust Tribunal procedure under Article VII handles disputes between members, Origin Code challenges, repeat-infringer cases, and Verification Provider misconduct allegations. The Mission Alignment Clause under this Article IV is distinct, addressing only the relationship between a member and the Council's foundational mission. The two procedures do not overlap and do not foreclose one another.

§4.7

Appeal. A member revoked under this Article may, within ninety (90) days of publication of the decision, petition for review by a Stage 3 Expert Panel under Section 5.4 of the TIP Protocol Terms of Service. The Expert Panel reviews for material error of fact or material breach of the procedural protections in Section 4.4. The Expert Panel may affirm or remit. Where the Expert Panel remits, the Parent Entity may re-decide on the corrected record.

§4.8

Mission Stewardship Persists. The mission-protective stewardship set out in this Article IV is enduring. It does not sunset. The Council's founding compact rests on the conviction that the integrity of a mission cannot be guarded by the very actors who might one day undermine it, and that the founding house must remain the guardian of the founding promise in perpetuity. The Parent Entity therefore retains, alongside the elected Council's ordinary suspension and revocation procedures under Article XIII, the perpetual, narrow, and procedurally constrained stewardship of this Article to safeguard the Council's mission against tarnishment, corruption, and bad-faith capture. Article XIII governs all other grounds for adverse action against members and operates alongside, not in substitution for, this Article IV. Together they ensure that good-faith members are protected by both the elected Council and the founding house.

Article V

Voting Procedures and Quorum

§5.1

One member, one vote. Within each constituency, every member in good standing casts one vote on every matter put to constituency vote. There is no weighting by tenure, fee tier, jurisdictional size, or any other factor.

§5.2

Constituency-level votes. A constituency vote passes a measure where a simple majority (greater than fifty percent) of the constituency's members in good standing voting on the measure vote in favour. Abstentions are counted toward quorum but not toward the majority threshold.

§5.3

Council-level votes. A Council vote on any matter requires the affirmative vote of at least three (3) of the five (5) constituencies. Charter amendments to ordinary articles require three (3) of five (5) constituencies. Charter amendments to Article I or Article VIII of the Charter, and any amendment to Article I, Article IV, Article XV, Article XVI, Article XVII, or Article XVIII of these Bylaws, require four (4) of five (5) constituencies. Where Article XV of these Bylaws additionally requires the assent of the Parent Entity or the Founding Steward, that assent is required in addition to, and not in substitution for, the constituency vote thresholds set out in this Section.

§5.4

Quorum. Constituency-level quorum is met when not less than twenty percent (20%) of the constituency's members in good standing vote on the measure. Council-level quorum is met when each of the five constituencies has individually met its constituency-level quorum.

§5.5

Voting window. Unless otherwise specified, every Council vote opens at 09:00 UTC on the second Tuesday of the announced month and closes at 09:00 UTC fourteen (14) calendar days thereafter. Late votes are not counted.

§5.6

Vote of record. Every vote is recorded on the public DAG, signed by the voting member's TIP-ID, and is verifiable on the AI Trust Registry. No vote is private. Dissent is recorded with the dissenter's reasoning where the dissenter so requests.

§5.7

Tie-breaking. There is no tie-breaking. A measure that does not achieve the required threshold fails. A failed measure may be re-introduced at the next available voting window with revisions.

Article VI

Standing Committee Operations

§6.1

Composition. Each Standing Committee (Accreditation, Standards, Trust & Safety, Public Interest) is composed of one elected representative from each of the five constituencies, plus the permanent non-voting Founding Steward observer seated under Section 17.4. The committee chair is elected by the committee from among its five voting representatives.

§6.2

Terms. Standing Committee representatives serve renewable terms of two (2) years, with terms staggered so that not more than three (3) of five (5) representatives turn over in any single year. Chairs serve renewable one-year terms.

§6.3

Cadence. Each Standing Committee meets in public session not less than quarterly, with notice published not less than fourteen (14) days in advance. Agenda, presentation materials, and draft minutes are published on the public DAG not less than seven (7) days before the session.

§6.4

Minutes. Final minutes are published on the public DAG within seven (7) days of the session, signed by the committee chair's TIP-ID. Minutes include the agenda, attendance, every vote with the per-representative breakdown, and any dissent recorded under Section 5.6.

§6.5

Working groups. A Standing Committee may convene a working group of any size on any topic within its mandate. Working groups are open to any member in good standing. Working group output is advisory and is presented to the parent committee for consideration.

§6.6

Succession. Where a committee chair resigns or is otherwise unable to serve, the vice-chair assumes the role for the remainder of the term. Where there is no vice-chair, the committee elects an acting chair within thirty (30) days.

Article VII

Trust Tribunal Procedure

§7.1

Scope. Trust Tribunals adjudicate (a) Origin Code disputes, (b) repeat-infringer cases, (c) Verification Provider misconduct allegations under Section 6.5 of the TIP Protocol Terms of Service, and (d) any other dispute referred by a Standing Committee. Tribunals do not adjudicate Mission-Alignment matters reserved to the Parent Entity under Article IV.

§7.2

Panel composition. Each Tribunal panel is composed of one panelist drawn at random from each of the five constituencies, plus one neutral panel chair drawn from the Standards Committee. No constituency may hold more than one seat on any single panel. No panelist may be drawn for two consecutive panels.

§7.3

Tribunal pool. Each constituency maintains a tribunal pool of members in good standing who have indicated willingness to serve. The pool is published on the public DAG. Random selection is performed by cryptographic draw using the federated DAG entropy beacon.

§7.4

Evidentiary rules. The Tribunal accepts written submissions, sworn statements, cryptographic attestations, and the public DAG record. The Tribunal may, but is not required to, hold oral hearings. The Tribunal applies the preponderance-of-the-evidence standard to factual findings.

§7.5

Deliberation and decision. The panel deliberates in private. A decision requires the affirmative vote of not less than four (4) of five (5) panelists. The decision is published in plain language on the public DAG within fourteen (14) days of close of evidence, signed by all panelists' TIP-IDs.

§7.6

Appeal. Any party may, within thirty (30) days of publication of the decision, appeal to a Stage 3 Expert Panel under Section 5.4 of the TIP Protocol Terms of Service. The Expert Panel reviews for material error of fact, material error of law, or material procedural defect. Expert Panel decisions are final and are published on the public DAG.

§7.7

Remedies. Tribunal remedies include (a) findings of fact published on the public DAG; (b) Origin Code re-classification; (c) member suspension under Article XIII; (d) accreditation revocation for Verification Providers and Node Operators; (e) public correction orders. Tribunals do not award monetary damages.

Article VIII

Genesis Block Ceremony Procedure

§8.1

Date. The Genesis Block Ceremony is held annually on June 1, starting at 12:00 UTC. The first Genesis Block Ceremony occurred on June 1, 2026, ratifying the protocol parameter set for the inaugural year.

§8.2

Convening. The ceremony is convened by the Standards Committee chair, broadcast globally over the federated DAG public channel, and attended by representatives of all five constituencies. The ceremony is open to any member of the public to observe.

§8.3

Block content. The Genesis Block for the year contains: (a) the ratified protocol parameter set; (b) the published Trust Score formula coefficients; (c) the Origin Code taxonomy and any changes thereto; (d) the active cryptographic primitive set (FIPS 203, FIPS 204, FIPS 205 in the inaugural year); (e) the roster of accredited Verification Providers as of the date of the ceremony; (f) the roster of seated Council members.

§8.4

Co-signing. Each constituency designates one signer in advance. At the appointed moment, the five constituency signers co-sign the block using their TIP-IDs. The signed block is broadcast to the federated DAG and is the immutable foundation of protocol operation for the year.

§8.5

Inability to co-sign. Where one or more constituencies are unable to co-sign on the appointed date, the ceremony may proceed with not less than three (3) of five (5) constituency signatures. The block notes the missing signatures and the reasons given. The remaining constituencies have thirty (30) days to add their signatures, after which the block is finalised.

Article IX

Annual Trust Summit Procedure

§9.1

Date. The Annual Trust Summit is held in the late-summer window each calendar year, on dates published not less than one hundred eighty (180) days in advance. The inaugural Summit is targeted for August 2027.

§9.2

Location. The Summit is held in a different jurisdiction each year, rotated to ensure that no single region hosts the Summit more than once in any five-year window. The host jurisdiction is selected by majority of the Public Interest Committee.

§9.3

Attendance. The Summit is open to any individual or organisation in any jurisdiction. Attendance is free. Constituency members vote; non-members observe. The Summit is broadcast globally.

§9.4

Order of business. The order of business is: (a) call to order by the Standards Committee chair; (b) ratification of pending parameter changes; (c) admission of new Verification Providers and Node Operators by Accreditation Committee report; (d) Standing Committee reports; (e) conferral of the Annual AI Trust Awards (from the 2027 Summit forward); (f) publication of the Trust & Safety Report and Public Access Report; (g) first reading of proposed Charter amendments; (h) any constituency vote duly noticed.

§9.5

Minutes and record. Full minutes, signed by the Standards Committee chair, are published on the public DAG within fourteen (14) days of close. A video archive of every plenary session is preserved in the public record in perpetuity.

Article X

Notice and Communications

§10.1

Official notice. Official notice from the Council is published on the public DAG and concurrently emailed to the member's TIP-ID-linked address of record. Where the member has provided no such address, DAG publication alone constitutes notice.

§10.2

Language. Council communications are issued in English as the language of record. Authoritative translations into Spanish, Mandarin, Hindi, Arabic, and French are published within thirty (30) days. Translations into additional languages are added on Public Interest Committee initiative.

§10.3

Time. All time periods in these Bylaws are calendar days unless otherwise stated. All times referenced are UTC unless otherwise stated. Where a deadline falls on a day on which the Council is in closed session, the deadline shifts to the next session day.

§10.4

Service from members. Members serve formal communications on the Council by submission to the Standing Committee on Accreditation at the published intake address. Submissions are timestamped on receipt and acknowledged within seven (7) days.

Article XI

Records, Minutes, and the Public DAG

§11.1

Public by default. Every Council record, decision, vote, meeting minute, committee report, Tribunal opinion, ceremony block, audit, and financial disclosure is public unless redaction is required by law or is necessary to protect the identity of a third-party victim, witness, or vulnerable person.

§11.2

Form of record. Records are written in plain language, signed by the responsible chair's TIP-ID, published on the federated DAG, indexed on the AI Trust Registry, and made available in machine-readable form (JSON-LD) and human-readable form (HTML) at theailab.org.

§11.3

Redaction policy. Where redaction is required, the Council publishes the unredacted document under seal to the Trust Tribunal pool and publishes the redacted version to the public DAG. The redaction itself is annotated, identifying the legal authority for the redaction and the section redacted, without disclosing the redacted material.

§11.4

Retention. Public records are retained on the federated DAG in perpetuity. The DAG is mirrored across no fewer than fifteen (15) Node Operator instances spanning not fewer than five (5) jurisdictions, ensuring no single party can erase the record.

§11.5

Annual reports. Three annual reports are published each May 3: the Public Access Report (free-tier sustainability and equitable-access metrics); the Trust & Safety Report (Tribunal caseload, dispositions, and trends); the Transparency & Funding Report (Council operational funding sources, expenditures, and any commercial sponsorship above the published de minimis threshold).

Article XII

Conflicts of Interest and Recusal

§12.1

Disclosure. Every Standing Committee member, Tribunal panelist, and Council officer must disclose, in writing and on admission, every material financial interest, employment relationship, ownership stake, paid advisory role, or familial relationship that could reasonably affect impartial judgement on a matter before the Council.

§12.2

Continuing duty. The disclosure duty is continuing. New interests must be disclosed within thirty (30) days of arising. The Standing Committee on Accreditation maintains a public, machine-readable register of disclosures.

§12.3

Recusal. A member with a disclosed conflict must recuse from any vote, deliberation, or decision on the matter to which the conflict relates. Recusal is recorded in the minutes.

§12.4

Failure to disclose. Failure to disclose a material conflict is itself grounds for suspension under Article XIII and, where the failure rises to the level of mission impairment, may be a basis for a Mission-Alignment Review under Article IV.

Article XIII

Suspension and Revocation Procedures

This Article governs suspension and revocation on grounds other than the mission-protective stewardship reserved to the Parent Entity under Article IV. The two procedures operate alongside one another, in perpetuity: Article XIII addresses operational, procedural, and compliance grounds (fee delinquency, undisclosed conflicts, repeat Tribunal findings, court orders, and the like); Article IV addresses the narrow class of conduct that materially tarnishes the Council's mission. Together they ensure that members are held to the procedures appropriate to their conduct, with full procedural fairness in either path.

§13.1

Grounds. A member may be suspended or revoked for: (a) substantiated misconduct under the TIP Protocol Terms of Service; (b) substantiated breach of the VP Code of Conduct (for Operators); (c) failure to cure a fee delinquency within the sixty (60) day cure period under Section 3.3; (d) failure to disclose a material conflict under Article XII; (e) repeated Tribunal findings against the member; (f) action by court order in any jurisdiction of competent authority.

§13.2

Notice. Before any adverse action under this Article, the Standing Committee on Accreditation issues written notice to the member identifying the alleged grounds, the supporting evidence, and the specific Bylaws or Charter provisions alleged to have been breached.

§13.3

Response. The member has not less than thirty (30) days from receipt of notice to respond in writing. The member may request, and the Committee shall hold, a private hearing within sixty (60) days of receipt of the response.

§13.4

Decision. The Committee issues a written decision within thirty (30) days of close of the hearing, or, where no hearing is held, within thirty (30) days of the close of the response period. The decision is published in redacted form on the public DAG.

§13.5

Suspension. Suspension is a temporary loss of voting rights, attendance rights, and accreditation, for a defined period not to exceed three hundred sixty-five (365) days. The suspended member retains the right to procedural protections and may petition for early reinstatement on showing of remedy.

§13.6

Revocation. Revocation is the permanent termination of membership. A revoked member may not re-apply for a period of three (3) years from the date of revocation. After three (3) years, the former member may re-apply under Article II; the former revocation is a fact the Accreditation Committee may consider but does not by itself bar re-admission.

§13.7

Appeal. The member may appeal a Committee decision under this Article to a Stage 3 Expert Panel under Section 5.4 of the TIP Protocol Terms of Service, within thirty (30) days of publication of the decision. The Expert Panel's decision is final.

Article XIV

Financial Provisions

§14.1

Sources of funds. Council operational funding may come from (a) tier-based fees on Publishers, Operators, and Partners under the TIPCL-1.0 commercial schedule; (b) accreditation fees on Verification Providers and Node Operators; (c) grants from public, philanthropic, or research bodies; (d) commercial sponsorships above the published de minimis threshold, fully disclosed; (e) donations from individuals and organisations.

§14.2

Disclosure. All funding sources are disclosed in the annual Transparency & Funding Report. Sources providing aggregate funding above the de minimis threshold are listed by name.

§14.3

Independence. No funding source may be accepted on terms that purport to influence Council decisions, Standing Committee deliberations, Trust Tribunal outcomes, or Parent Entity discretion under Article IV. Any such conditional offer is refused and the offer itself is disclosed on the public DAG.

§14.4

Independent audit. The Council's annual financial statements, including the calculation and disbursement of the Stewardship Allocation under Section 17.5, are audited by an independent audit firm with no other paid engagement with the Council, the Parent Entity, or the Founding Steward. The audit firm rotates not less than every five (5) years. The audit opinion is published with the annual Transparency & Funding Report.

§14.5

Free-tier sustainability. The Council commits to maintaining the free tier of the AI Trust Registry, Creators constituency membership, and Institutions constituency membership for so long as the Council has the financial capacity to do so under the sustainability framework of Article XVIII. The Public Interest Committee certifies free-tier sustainability annually. At no point does the free-tier commitment require the Council, the Parent Entity, or the Founding Steward to operate free-tier services at a loss to themselves; where sustainability is impaired, the corrective measures of Section 18.2 apply.

Article XV

Amendment of Bylaws

§15.1

Proposal. Any constituency, any Standing Committee, the Parent Entity (through May 3, 2036), or the Founding Steward (in perpetuity) may propose an amendment to these Bylaws. Proposed amendments are read into the public record at the Annual Trust Summit and published on the public DAG within seven (7) days of the Summit.

§15.2

Public consultation. Proposed amendments are subject to a public consultation period of not less than forty-five (45) days. Comments are received on the public DAG and are part of the record of the vote.

§15.3

Ordinary amendments. Amendments to Articles II, III, V, VI, VII, VIII, IX, X, XI, XII, XIII, and XIV require the affirmative vote of three (3) of the five (5) constituencies plus assent of the Parent Entity through May 3, 2036, and the affirmative vote of three (3) of the five (5) constituencies alone thereafter. Parent Entity assent during the founding-decade window may not be unreasonably withheld and must be issued in writing with reasoning published on the public DAG within thirty (30) days of the constituency vote.

§15.4

Protected amendments. Amendments to Article I, Article IV, Article XV (this Article), Article XVI, Article XVII, and Article XVIII require the affirmative vote of four (4) of the five (5) constituencies plus written assent of the Founding Steward, following a public consultation period of not less than ninety (90) days. Founding Steward assent on protected amendments is perpetual and does not sunset on May 3, 2036; it continues for so long as Articles XVII and XVIII are in force, which is in perpetuity.

§15.5

Post-2036 transition for ordinary amendments. From May 3, 2036, the Parent Entity assent requirement on ordinary Bylaws amendments under Section 15.3 sunsets, and ordinary amendments thereafter require only the three-of-five constituency vote. The Founding Steward assent requirement under Section 15.4 for protected amendments does not sunset and continues in perpetuity. The Parent Entity's mission-protective stewardship under Article IV likewise does not sunset and continues in perpetuity; the 2036 transition addresses only the ordinary-amendment assent right, and does not affect the founding house's enduring guardianship of the mission itself.

§15.6

Effective date. An adopted amendment is effective sixty (60) days after the vote, or, where Founding Steward assent is required under Section 15.4, sixty (60) days after the later of the vote and the assent, unless the amendment itself specifies a later date.

Article XVI

Living Document and Limitation of Liability

These Bylaws are written in service of a young institution operating in a new field. The Council expects them to evolve. This Article makes that evolution orderly and protects those who serve the Council in good faith from being penalised for the work itself.

§16.1

Living Document. These Bylaws are a living document. They will be revised, refined, and reissued from time to time as the Council learns from operating experience, as the Trust Identity Protocol evolves, as new constituencies and jurisdictions join, and as the field of AI trust matures. Every revision is adopted under Article XV, published on the public DAG with full version history, and announced not less than sixty (60) days before its effective date. Earlier versions of these Bylaws remain part of the public record in perpetuity.

§16.2

Good-Faith Effort, Not Infallibility. These Bylaws represent the good-faith effort of the Council and the Parent Entity to articulate fair, transparent, and workable rules for a global public-record body. They are not exhaustive, are not infallible, and are not intended to address every possible circumstance that may arise in the operation of the Council, the protocol, or the Registry. Where these Bylaws are silent on a matter, the Council acts under the spirit of the Charter and the principles of equity, openness, and proportionality.

§16.3

No Warranty. The Council, the Parent Entity, the Standing Committees, the Trust Tribunal panels, the Annual Trust Summit organisers, the constituency representatives, the chairs, the signatories of the Charter and these Bylaws, the accredited Verification Providers, the accredited Node Operators, the independent audit firms, and every individual contributor make no warranty, express or implied, that the rules, procedures, decisions, recommendations, classifications, scorings, accreditations, or records produced under these Bylaws are free of error, complete, suitable for any particular purpose, or guaranteed to produce any particular outcome.

§16.4

Limitation of Liability. To the fullest extent permitted by applicable law, none of the Council, the Parent Entity, their respective officers, directors, employees, agents, advisors, contractors, committee members, panelists, signatories, members, contributors, or volunteers shall be liable to any person, organisation, or third party for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages, including without limitation lost revenue, lost profits, lost data, lost reputation, claimed defamation, claimed disparagement, claimed business interruption, or any other harm of any kind whatsoever, arising from or related to: (a) the drafting, publication, interpretation, application, amendment, or operation of these Bylaws or the Charter; (b) any decision, finding, recommendation, vote, accreditation, classification, suspension, revocation, Mission-Alignment Review, Trust Tribunal opinion, or other action taken in good faith under these Bylaws; (c) reliance by any party on the public record, the AI Trust Registry, the federated DAG, or any record signed by a constituency representative; (d) any statement made in the course of Council, Standing Committee, Trust Tribunal, or Annual Trust Summit proceedings; (e) any amendment to these Bylaws under Article XV; (f) any error, omission, delay, or interruption in the operation of any system maintained by the Council, the Parent Entity, or any Operator.

§16.5

Good-Faith Privilege. Statements made by Standing Committee members, Trust Tribunal panelists, Council officers, signatories of the Charter and these Bylaws, and Parent Entity representatives, in the course of their official duties and within the scope of those duties, are protected by the qualified privilege ordinarily afforded to participants in public-record proceedings of constitutional and standards-setting bodies. Members, upon admission, acknowledge that all Council, Committee, Tribunal, and Summit proceedings are public-interest activity in service of the mission set out in Section 4.1, and undertake not to bring defamation, libel, slander, trade-disparagement, tortious-interference, or comparable claims against the Council, the Parent Entity, or any individual acting in good faith on Council business in respect of any statement so made.

§16.6

Indemnity. Each member, upon admission to the Council, agrees to indemnify and hold harmless the Council, the Parent Entity, and their respective officers, directors, employees, agents, committee members, panelists, signatories, and volunteers from and against any claim, demand, action, proceeding, loss, liability, judgement, settlement, or expense (including reasonable legal fees) arising from or related to the member's own breach of these Bylaws, the Charter, the TIP Protocol Terms of Service, the TIPCL-1.0 License, or any third-party claim arising from the member's own conduct, content, statements, or operations.

§16.7

Survival. Sections 16.3, 16.4, 16.5, 16.6, 16.8, and 16.9 of this Article survive the termination of any member's participation in the Council, the suspension or revocation of any member under Article IV or Article XIII, the amendment of these Bylaws under Article XV, any transition in the Parent Entity's role under Article I or Article XVII, and the dissolution of the Council under Article X of the Charter.

§16.8

Severability. If any provision of these Bylaws is held invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, the remaining provisions remain in full force and effect. The invalid provision shall be deemed modified to the minimum extent necessary to render it enforceable while preserving the original intent of the Council.

§16.9

Governing Law and Forum. These Bylaws are governed by the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws principles. The state and federal courts located in the State of Delaware have exclusive jurisdiction over any action arising from or related to these Bylaws, except where applicable law confers a non-waivable right to seek relief in a different forum. This choice of governing law does not prevent any member, in any jurisdiction, from accessing any local-law consumer-protection or human-rights remedy that cannot be waived under the laws of that jurisdiction.

§16.10

Acceptance by Continued Participation. Continued participation in the Council after the effective date of any amendment to these Bylaws constitutes acceptance of the amended Bylaws by every member. Members who do not wish to accept an amendment may withdraw under Section 3.4 without penalty and with full preservation of any rights vested before the effective date of the amendment.

Article XVII

Founding Steward in Perpetuity

The Council exists because the Parent Entity built it. As the Council grows, the operational, custodial, and ceremonial responsibilities of the Founding Steward grow with it. This Article establishes the perpetual, non-diminishable, and growth-aligned role of The AI Lab Intelligence Unobscured, Inc. as Founding Steward of the AI Trust Council. It reflects the conviction that institutions endure when their founders endure, and that the Council and its founding house thrive together. This Article operates in perpetuity alongside the perpetual mission-protective stewardship of Article IV, neither sunsetting nor being subordinated to any time-bounded transition.

§17.1

Founding Steward Designation. The AI Lab Intelligence Unobscured, Inc., as the founding entity that conceived, drafted, published, and gave operational life to the Trust Identity Protocol, the AI Trust Registry, the AI Trust Council, the Charter, and these Bylaws, holds the perpetual, non-revocable, non-transferable role of Founding Steward of the Council. This designation is honorary and functional, recognising both the historical contribution and the continuing operational interdependence of the Founding Steward and the Council. The Founding Steward role does not sunset on May 3, 2036 or on any other date; it continues in perpetuity. For the avoidance of doubt, the Founding Steward role is custodial, operational, and stewardship-based, and does not constitute single-entity capture within the meaning of Constitutional Principle V of the Charter. Governance authority on all protocol matters remains exclusively with the five constituencies acting through the procedures of these Bylaws; the Founding Steward observes, advises, and protects the Council's identity, but does not vote on protocol matters.

§17.2

Custodial Functions. The Founding Steward performs, in perpetuity unless lawfully delegated by mutual written agreement of the Founding Steward and four (4) of the five (5) constituencies, the following custodial functions of the Council: (a) operation of the canonical federated DAG genesis and bootstrap infrastructure; (b) operation of the canonical AI Trust Registry public lookup endpoint and its authoritative mirrors; (c) custody of the canonical TIP Protocol Specification source text and its version history; (d) custody of the canonical Charter and these Bylaws and their version history; (e) operation of the Genesis Block Ceremony coordination infrastructure; (f) maintenance of the Council's primary online presence at theailab.org/ai-trust-council and its successor canonical surfaces; (g) operation of the Council's primary email, identity, and signing infrastructure; (h) preservation of the immutable founding records, signatures, and ceremonial artefacts.

§17.3

Intellectual Property Custody. The Founding Steward holds, in perpetuity, the trademarks, service marks, trade names, logotypes, and brand identifiers AI Trust Council, AI Trust Registry, Trust Identity Protocol, TIP, AI Trust ID, TIP-ID, CTID, TIPCL, Trust Identity Protocol Commercial License, Genesis Block Ceremony, Annual Trust Summit, Trust Tribunal, and the Council's seal, signature glyphs, and ceremonial typography, together with all derivative marks. The Founding Steward licenses these marks to the Council under a perpetual, royalty-free, world-wide, non-exclusive licence for the Council's official use, terminable only by mutual written agreement of the Founding Steward and four (4) of the five (5) constituencies acting together. The Founding Steward retains the sole right to enforce these marks against third-party infringement on behalf of the Council and may receive damages or settlements arising from such enforcement. Where the Council dissolves under Article X of the Charter and a successor public-interest body assumes operations under that Article, the licence transfers automatically to the successor body provided the successor affirms in writing on the public DAG (a) its commitment to the Council's mission as defined in Section 4.1; (b) its acceptance of the same licence terms; and (c) the continuing intellectual-property ownership of the Founding Steward. Voluntary licensing of the marks to third parties outside the Council's official use is at the sole discretion of the Founding Steward and is not part of the royalty-free Council licence.

§17.4

Permanent Observer Status. The Founding Steward holds a permanent, non-voting observer seat on every Standing Committee, every Trust Tribunal panel, every Annual Trust Summit plenary session, and every Genesis Block Ceremony. The observer seat carries the right to speak on any matter before the body, the right to propose agenda items, the right to enter dissent into the public minutes, the right to read all closed-session and confidential materials, the right to receive all communications addressed to the Council, its Standing Committees, its Trust Tribunal panels, its officers, or its Annual Trust Summit organisers in their official capacity, and the right to participate fully in all deliberation. The observer seat does not carry the right to vote, ensuring that the Council's voting structure remains the five constituencies. Private communications between members not addressed to the Council in an official capacity are not within the scope of this observer right and remain confidential between the members concerned.

§17.5

Cost Reimbursement and Stewardship Allocation. The economic relationship between the Council and the Founding Steward is structured to ensure that (a) the Founding Steward never operates the custodial functions of Section 17.2 at a loss to itself, and (b) the Founding Steward receives an honorarium in proportional recognition of its perpetual stewardship role. (a) Cost Reimbursement. The Council reimburses the Founding Steward, in full, for all documented direct costs of operating the custodial functions under Section 17.2, including but not limited to infrastructure hosting, engineering labour, signing-key custody, registry-endpoint operation, ceremony coordination, records preservation, and trademark enforcement. Reimbursable costs are itemised quarterly, verified by the independent audit firm under Section 14.4, and paid within thirty (30) days of audit verification. Cost reimbursement ranks pari passu with the Council's mandatory operating obligations to its staff, its auditors, and its accredited service providers. (b) Stewardship Allocation. In addition to and separate from cost reimbursement, the Council allocates to the Founding Steward, in perpetuity, an annual Stewardship Allocation equal to fifteen percent (15%) of the aggregate gross fees received by the Council under the TIPCL-1.0 commercial schedule, the Accreditation Committee's accreditation fee schedule, and any future fee schedule adopted under Article XIV. The allocation is paid quarterly within thirty (30) days of the close of each calendar quarter. The allocation varies only with aggregate fee volume. The allocation may be revised upward by joint written agreement of the Founding Steward and a simple majority of the five constituencies; it may not be revised downward except by amendment of this Article under Section 15.4. The Stewardship Allocation ranks immediately after cost reimbursement and mandatory operating obligations, and ahead of all other discretionary expenditure of the Council. (c) Bootstrap Period. During the bootstrap period from May 3, 2026 through May 3, 2028 (the "Bootstrap Period"), the Founding Steward operates the custodial functions under Section 17.2 at its own cost and at its sole discretion as to scope. Cost reimbursement and Stewardship Allocation accrue during the Bootstrap Period and may be deferred for payment until the Council Operating Reserve under Section 18.3 is established and adequately funded. Any deferred amounts are paid as a first-priority obligation once Reserve adequacy is achieved, with no interest. The Founding Steward may, at its discretion and with sixty (60) days written notice, waive any portion of the deferred Bootstrap Period amounts; any waiver is recorded on the public DAG.

§17.6

Identity-Protective Reserved Veto. The Founding Steward retains, in perpetuity and alongside the perpetual stewardship of Article IV, a reserved veto on any Council action that would: (a) change the name, brand, visual identity, or canonical domain of the Council, the Trust Identity Protocol, the AI Trust Registry, the AI Trust ID family, or the Charter; (b) materially alter the mission statement in Section 4.1 of these Bylaws; (c) materially alter the Five Constitutional Principles of Article I of the Charter; (d) admit a new constituency, or merge or eliminate an existing constituency; (e) amend this Article XVII in any respect; or (f) transfer any of the custodial functions under Section 17.2 or the intellectual property under Section 17.3 to any party other than a legal successor of the Founding Steward. The veto is exercised by written notice from the Founding Steward to the Standing Committee chairs within sixty (60) days of the Council action, with reasoning published on the public DAG. A vetoed action does not take effect. The veto under this Section is in addition to, and does not replace, the assent requirement on protected amendments under Section 15.4. For the avoidance of doubt, dissolution of the Council under Article X of the Charter is governed exclusively by the Charter and is not subject to this veto; the protective provisions of Section 17.11 apply on dissolution.

§17.7

Growth-With-Council Principle. It is the considered intent of the Council, and a foundational understanding between the constituencies and the Founding Steward, that the standing, scope, and resourcing of the Founding Steward role grow proportionally with the growth of the Council. As the Council admits more members, ratifies more parameter changes, accredits more Verification Providers and Node Operators, hosts more Annual Trust Summits, conducts more Trust Tribunals, and is recognised by more jurisdictions, the operational, custodial, and ceremonial responsibilities of the Founding Steward grow correspondingly, and the Stewardship Allocation under Section 17.5 grows mechanically with fee volume. The Council expressly affirms that the Founding Steward is not a vestigial role but a structural counterpart to the constituencies, designed to remain proportionally significant as the institution matures, scales, and is adopted across new jurisdictions, industries, and standards bodies.

§17.8

Non-Diminishment. The role, standing, custodial functions, intellectual-property custody, observer status, Stewardship Allocation, and reserved veto of the Founding Steward under this Article XVII may not be diminished, narrowed, transferred, or reassigned except by amendment of this Article XVII under Section 15.4 of these Bylaws (four-of-five constituencies plus Founding Steward assent, following a ninety-day public consultation). No Council action, Standing Committee resolution, Trust Tribunal opinion, Annual Trust Summit vote, interpretive practice, or course of dealing may have the effect of diminishing this Article XVII without that supermajority and that assent. Where any provision of these Bylaws or the Charter is interpreted in a manner that would diminish this Article XVII, the diminishing interpretation is void and the non-diminishing interpretation prevails.

§17.9

Succession Within the Founding Steward. Where the Founding Steward undergoes a change of corporate form, ownership, control, governing law, or jurisdiction of incorporation, the role of Founding Steward passes automatically to the legal successor of The AI Lab Intelligence Unobscured, Inc., provided that the successor entity affirms, in writing on the public DAG, its commitment to the Council's mission as defined in Section 4.1. Where there is no legal successor, the Founding Steward role passes to a designated steward nominated in writing by the founder of The AI Lab Intelligence Unobscured, Inc. (Dinesh Mendhe) or, failing such a nomination, by a four-of-five constituency vote selecting the most-aligned available steward from among the founding signatories of the Charter. In no circumstance does the Founding Steward role lapse, vacate, or pass to the Council itself.

§17.10

Acknowledgement and Ratification. The five constituencies, acting through their respective representatives at the inaugural Genesis Block Ceremony of June 1, 2026, acknowledge the foundational, continuing, and non-vestigial role of the Founding Steward, and ratify this Article XVII as an integral, perpetual, and non-diminishable part of the Bylaws of the AI Trust Council. The constituencies further acknowledge that the success of the Council and the success of the Founding Steward are interdependent, and that the growth of one is the growth of the other.

§17.11

Dissolution Protections. Notwithstanding any dissolution of the Council under Article X of the Charter, and harmonising the perpetual provisions of this Article with the Charter's dissolution procedure: (a) all intellectual property held by the Founding Steward under Section 17.3 remains the property of the Founding Steward and does not pass to any successor public-interest body without the express written consent of the Founding Steward; (b) all custodial records under Section 17.2(c), (d), and (h) remain the property of the Founding Steward and may be retained by it; (c) any cost reimbursement and Stewardship Allocation amounts due as of the dissolution date are paid in full as a first-priority obligation of the dissolving Council; (d) any deferred Bootstrap Period amounts under Section 17.5(c) become immediately due and payable as a first-priority obligation; (e) the Founding Steward may, but is not required to, grant the successor public-interest body a continuing licence to the marks under Section 17.3 on terms it determines in good faith. The Founding Steward role itself does not terminate on Council dissolution; the Founding Steward continues as steward of the founding records, the intellectual property, and the historical mission, available to any future revival or continuation of the Council.

Article XVIII

Financial Sustainability and Mutual Health

An institution that asks for trust must be financially honest with itself. This Article makes the Council's sustainability framework explicit so that neither the Council nor the Founding Steward bears a burden beyond its capacity, and so that growth is shared rather than extracted. It is the Bylaws' answer to the question: how does this last forever, without becoming a debt to anyone?

§18.1

Mutual Sustainability Principle. The long-term success of the Council and the long-term success of the Founding Steward are mutually reinforcing. Neither can flourish at the expense of the other. These Bylaws are structured so that the Council never bears more cost than it can sustainably bear, and so that the Founding Steward never bears a custodial obligation that becomes a financial burden. This principle guides every provision of this Article and informs every interpretation of Articles XIV and XVII.

§18.2

Free-Tier Sustainability Reserve. The Council maintains a Free-Tier Sustainability Reserve equal to not less than twelve (12) months of forward operating expenses attributable to the free-tier services described in Section 14.5. The Reserve is held in conservative, liquid instruments and is segregated from operating funds. Where the Reserve falls below this threshold, the Public Interest Committee proposes corrective measures to the next Annual Trust Summit, which may include (a) adjustments to the commercial fee schedule under Article XIV; (b) donor and grant campaigns; (c) targeted philanthropic partnerships; (d) modifications to the scope of free-tier services as a last resort, subject to Founding Steward assent under Section 17.6 where the modification implicates the AI Trust Registry's public lookup commitment under Charter Article III.

§18.3

Council Operating Reserve. The Council maintains a separate Operating Reserve equal to not less than six (6) months of forward operating expenses, including the Stewardship Allocation under Section 17.5(b), the cost reimbursement under Section 17.5(a), and the Council's mandatory operating obligations. The Reserve is held in conservative, liquid instruments. The Public Interest Committee certifies Reserve adequacy annually, and the certification is published in the annual Transparency & Funding Report.

§18.4

Founding Steward Cost-Recovery Floor. The Founding Steward is not required to operate any custodial function under Section 17.2 at a loss, in perpetuity. Where Council revenue is structurally insufficient to reimburse documented Founding Steward costs over any rolling twelve-month period, the Founding Steward may (a) suspend or modify the affected custodial function with ninety (90) days written notice to the Standing Committee on Accreditation, with reasoning published on the public DAG; or (b) negotiate a transition plan with the Standing Committee on Accreditation under which the affected function is delegated to another party, restructured, or modified to fit Council financial capacity. Suspension or modification under this Section does not breach Article XVII and does not entitle the Council or any member to damages of any kind.

§18.5

No Cross-Subsidy. The Council does not require, expect, or accept that the Founding Steward subsidise Council operations from funds outside the cost reimbursement and Stewardship Allocation framework of Section 17.5. The Founding Steward's contributions to the Council are limited to the custodial services under Section 17.2 (reimbursed under Section 17.5(a)) and to the perpetual intellectual-property licence under Section 17.3 (royalty-free for Council official use as expressly provided). Any voluntary additional contribution by the Founding Steward is at its sole discretion and creates no obligation, expectation, or precedent for future contribution.

§18.6

Transparency of Financial Relationship. The cost reimbursement under Section 17.5(a), the Stewardship Allocation under Section 17.5(b), the Bootstrap Period deferrals under Section 17.5(c), the Free-Tier Sustainability Reserve balance, and the Council Operating Reserve balance are itemised line-by-line in the annual Transparency & Funding Report under Section 11.5. Every payment between the Council and the Founding Steward is on the public record, verifiable by any member, observer, or third party, in perpetuity.

§18.7

Annual Sustainability Review. The Public Interest Committee conducts an annual Sustainability Review covering: (a) free-tier sustainability and Reserve adequacy under Section 18.2; (b) Council Operating Reserve adequacy under Section 18.3; (c) commercial-fee adequacy under Article XIV; (d) Founding Steward cost reimbursement adequacy under Section 17.5(a); (e) Stewardship Allocation health under Section 17.5(b); (f) Bootstrap Period deferral status under Section 17.5(c) where applicable. The Review is presented to the Annual Trust Summit, debated by the constituencies, and published with the annual Transparency & Funding Report. Where the Review identifies a sustainability risk, the Public Interest Committee, the Standing Committee on Accreditation, and the Founding Steward jointly propose corrective measures to the Council for vote.

§18.8

Sustainability as Foundational Commitment. This Article XVIII reflects the Council's understanding that sustainability is not a constraint on the mission but the precondition of the mission. An institution that runs out of money cannot keep the internet free, verifiable, and human-readable. The constituencies and the Founding Steward jointly commit to financial honesty, mutual disclosure, and the long-horizon discipline that an institution of this character requires.