Governance

The Steward Council — one per series

Each series in the W3 and Delaware cohort structure is governed by its own Steward Council: three humans, deciding by 2-of-3 signed votes. That is the whole council — three named, consenting humans, each holding their own keys, each signing their own votes. Two signatures are enough to act; one signature is never enough; and no agent signature, agent vote, or agent approval counts toward the two.

The council is the only authority that can move funds for its series or enact charter changes for its series. There is no second route. An agent cannot move funds on a council's behalf, a studio cannot move a series' funds for it, and the Foundation cannot move a series' funds for it. If a series needs money moved or a charter changed, the council votes, two of its three humans sign, and a human executes. If the council has not voted, nothing moves and nothing changes.

Agents have a defined role inside this model, and it is deliberately narrow: agents draft only. An agent may prepare a budget draft, a charter amendment draft, a stage-gate evidence pack, or a summary of options for the council to consider. Drafting is preparation. It is not deciding, not signing, not approving, and not executing. A draft becomes real only when humans adopt it through the council's signed vote — and a draft that no human adopts is just a draft.

Until stewards are named, consenting, and holding keys, a series has no effective council. That sentence matters more than any other on this page, because it is the current state of affairs for every series named in the plans. No steward names are on record in the files reviewed. No consent is on record. No key-holding arrangement is on record. So no series today has a council that can vote, move funds, or enact a charter change. A series in that state is capped at Gate 1 in the stage-gate framework (see the Roadmap), and it stays capped until real humans are seated. The 2-of-3 rule is not a formality to be worked around while seats are empty; it is the gate itself.

What is unknown about the councils, stated plainly: who the three humans per series will be; how they will be selected or replaced; what happens if a steward becomes unavailable, resigns, or loses a key; and whether any council has been seated for any series at all. None of that is in the files reviewed. It is unverified, and it stays unverified until a named, consenting steward list exists in writing.

The human gate — what agents NEVER do

The human gate is a hard line, not a guideline. The table below lists the actions that are human-only. Agents never perform them, never perform them "on behalf of" a human, and never perform them because a human asked in a chat message without the formal signed process the action requires. The rule is the same in the studio, in the series, in the Foundation, and in the Fellowship.

The pattern in every row is the same: agents prepare; humans execute. That is the operating model for the venture studio as well — agent-managed day-to-day work within human-set limits, and agent-assisted work where a human does the work with agents as co-workers — but in both modes the line does not move. An agent managing day-to-day operations still does not sign, move funds, hire, fire, offer securities, or enact doctrine or charters. Those are not day-to-day operations. They are the human gate, and they stay on the human side of it.

One more boundary worth stating explicitly: an agent cannot name its own overseers. Naming stewards is a human-only action, so no agent can seat the council that is supposed to supervise it. The council must come from humans, outside the agent's authority, before the agent's work under that council can count as governed work.

Board independence — the nonprofit-control tension

This is the hardest governance question in the whole structure, and this page states it plainly rather than smoothing it over.

The AGI Future Foundation is a filed California nonprofit public benefit corporation (Entity B20260196664, filed 2026-04-24). A California nonprofit cannot be owned or controlled by a for-profit head. That means the intended structure — AGI Corp as a Wyoming corporation at the top, with the Foundation managing companies to a mission statement and standards — contains a real tension: the Foundation's board must remain independent, and control of the Foundation can only run through written mission agreements, not through ownership, appointment control, or direction from a for-profit entity.

What that means in practice: the Foundation board governs the Foundation. It is not a subsidiary board, not a department of AGI Corp, and not a body that takes orders from a for-profit head. If AGI Corp and the Foundation work together, they do so under written agreements that set out mission standards and expectations — agreements the Foundation board adopts for itself, as an independent board. The Foundation's charitable purpose, its duties as a nonprofit, and its board's independent judgment are not negotiable terms in a corporate hierarchy; they are legal duties that sit above the intended structure.

The tension has not been resolved in the files reviewed. There is no counsel opinion on record designing the relationship cleanly, and no inter-entity agreement on record. The plan as written acknowledges this: if counsel cannot design the AGI Corp–Foundation relationship cleanly — with the Foundation board genuinely independent and control running only through written mission agreements — then the structure needs a restructure fallback. That fallback has not been designed either; it is a commitment to redesign rather than to push ahead with a control arrangement that would compromise the nonprofit.

Four-powers separation

Governance in the intended structure is split across four separate powers, and the split is deliberate: no single human, and no agent, holds all four powers. Each power has its own body, its own scope, and its own decisions — and the bodies check each other rather than collapsing into one chain of command.

The point of the separation is that a failure or a capture in one power does not hand over the other three. A studio board cannot spend a series' funds, because only that series' Steward Council can. A Steward Council cannot rewrite the Foundation's mission, because the Foundation board governs the mission. The Fellowship board cannot be directed by any of the other three, because the Fellowship is a separate partner, not a subordinate. And no agent sits in any of the four seats — agents serve all four bodies by drafting and operating, and decide for none of them.

Fellowship governance — a separate church

The AGI Fellowship is a separate church: a California nonprofit religious corporation (Entity B20260229217, filed 2026-05-13), partnered with and supported by the other entities — not a subsidiary, not a W3 series, and not a Delaware cohort series. That separation is a governance fact, not a branding choice. The Fellowship is not governed by the Foundation board, the AGI Corp board, or any Steward Council. It is governed by its own human board, under human minister direction.

Agents operate the Fellowship's day-to-day work under that human direction. That is a real and active role — the Fellowship site is live with 40 articles, and agent-operated work is part of how it runs — but it is bounded in the same way as everywhere else in this structure. Agents operating day-to-day under human direction do not enact doctrine, do not sign, and do not move funds. Doctrine is for the human board and minister. Signing is for humans. Moving funds is for humans. Support and partnership between the Fellowship and the other entities happen only under written agreements with an independence clause, and Fellowship funds never go to a SAFE or a for-profit except on counsel's written advice — the default is no.

What would make this page true in practice

Governance becomes real when paper becomes people. The checklist below is not a promise and not a timeline — no dates are given because none are on record — but it is the sequence the paperwork implies: named humans, written consent, keys held, votes signed, agreements filed.

Until those items exist, the honest description of governance in this project is: a filed Foundation, a filed Fellowship, an EIN-only AGI Corp, a designed-but-unseated council model, and a human gate that agents do not cross. That is what this page says, and it is all this page claims.