The proposed Zion Charter

PROPOSED · ARTICLE IV — COMMITMENTS · AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

This is the proposed Charter. The binding text is Article IV of Zion’s Amended and Restated Certificate of Incorporation. The Corporation shall not amend, modify, repeal, or limit the effect of Article IV except as expressly permitted by Article X. The following five charter-level commitments — the “Charter Commitments” — are material and inseparable components of the Corporation’s specific public benefit purpose, and bind the Board of Directors, the officers, and the stockholders.

Commitment I · Consumer-Controlled Records

The data that an individual generates, receives, or causes to be recorded in connection with the Corporation’s products is controlled by that individual. The Corporation acts as a custodian on behalf of the individual and not as the owner of that data. Any agency, managed-care organization, employer, payor, platform, or other counterparty that receives an individual’s data is a recipient of consented data and not a custodian of it. The Corporation shall design, build, and maintain its products consistent with this commitment.

Commitment II · Anti-Surveillance Architecture

The Corporation shall not (a) sell, license, broker, or otherwise transfer to data brokers or other third parties, for monetization purposes, any data generated by, derived from, or describing the conduct of any individual user of the Corporation’s products; (b) monetize the Corporation’s products or services through advertising that is targeted based on user behavior, attributes, or content; or (c) perform, or permit any third party to perform, behavioral profiling of individuals for purposes outside the consent boundaries each individual has set. The Corporation shall maintain a user-visible audit log, available to each individual at all times, as a product feature recording every access to that individual’s records.

Commitment III · No Core Paywall Pledge

The Corporation shall not condition access to any Core Feature upon any payment by the user, by the user’s household, or by any third party on the user’s behalf. “Core Feature” means each of the following, as the same may be enhanced — but not narrowed — over time:

• the LP Account record itself, including all consent controls over that record;
• all four tier capabilities of the LP Account product, as described in the Corporation’s then-current product documentation;
• the workforce-and-employment suite of the Corporation; and
• basic participation in Zion’s OutPosts.

The Corporation may develop paid offerings for enterprise customers — agencies, managed-care organizations, and employers — and premium individual features, provided that no such offering constrains, degrades, or narrows the no-cost Core Features.

Commitment IV · Trust Advisory Board with Veto Rights

The Corporation shall maintain a Trust Advisory Board of three (3) to five (5) members, appointed under the procedures set out in the Bylaws and the Trust Advisory Board Charter. By a majority of its then-serving members, the Trust Advisory Board may veto any action of the Board of Directors, an officer, or the stockholders that would constitute an “Enumerated Decision” — each of the following:

• any amendment to, or modification of, the Certificate of Incorporation;
• any change to the Corporation’s products or services that the Trust Advisory Board determines, by majority vote, would materially impair the specific public benefit purpose or any Charter Commitment;
• the acceptance of any offer — or the execution of any term sheet, letter of intent, or definitive agreement contemplating such an offer — to acquire all or substantially all of the assets, equity, or voting power of the Corporation, or any merger, consolidation, share exchange, or other change-of-control transaction;
• any change in the registered state, domicile, or corporate form of the Corporation; and
• any change to a written policy of the Corporation that, in the Trust Advisory Board’s reasonable judgment, materially affects the Charter Commitments or the Corporation’s data-handling practices.

The veto of an Enumerated Decision is overridable only by both (a) the affirmative vote of holders of at least sixty-six and two-thirds percent (66⅔%) of the outstanding shares entitled to vote, voting together as a single class, and (b) the affirmative written consent of the Mission Trust.

Commitment V · Mission Trust

The Corporation has established, or shall promptly cause to be established, a perpetual non-charitable purpose trust — the “Mission Trust” — under 12 Del. C. § 3556, with a stated trust purpose substantially equivalent to the Corporation’s specific public benefit purpose and the Charter Commitments.

• Holdings. By no later than the closing of the Corporation’s first preferred-stock financing, the Mission Trust shall hold not less than 3.0% and not more than 5.0% of the fully-diluted equity of the Corporation, initially in shares of Class A Common Stock.
• Purpose. The Mission Trust holds those shares in perpetuity to advance operating support for the Corporation’s Local Partner network, philanthropic grants to organizations advancing consumer-data, identity, credentialing, and access objectives consistent with the mission, and community-controlled research.
• Governance. The Mission Trust is governed by the Mission Trust Agreement, which may be amended only with the consent of the Trust Advisory Board, a majority of the trustees of the Mission Trust, and the holders of at least 66⅔% of the outstanding shares entitled to vote.

Reaffirmation at each financing

At and prior to the closing of each preferred-stock financing following the initial issuance of capital stock, the Corporation shall require each new investor to acknowledge, in writing, the Charter Commitments set out in Article IV and the existence and rights of the Trust Advisory Board and the Mission Trust.

Amendment restrictions

Article IV may not be amended, modified, repealed, or limited in effect except as expressly permitted by Article X of the Amended and Restated Certificate of Incorporation. Any purported amendment in violation of that requirement is void ab initio.

---

DOWNLOAD · Proposed Charter — full Amended and Restated Certificate of Incorporation (PDF · 16 pp) · See also: Mission Trust instrument, No Core Paywall Pledge.