Certificate of Incorporation · 2026-04-04

Articles of Incorporation

Genesis Glass Foundation / Fondation Genèse Cristal. Incorporated under section 201 of the Canada Not-for-profit Corporations Act.

Corp. No. 1779509-2 ISED Canada Founding Director: Robert Douglas Muncaster

Statement of Purpose

Schedule A — Purpose of Corporation

The purpose of the Corporation is to operate as a neutral not-for-profit open standards foundation dedicated to advancing AI accountability, transparency and safety on a global scale. The Corporation shall develop, maintain and promote the adoption of open technical standards, including the AgDR standard for tamper-evident decision provenance in agentic AI systems through Atomic Kernel Inference and cryptographic binding of the Policy-Provenance-Place (PPP) triplet; curate and publicly disseminate reports on AI safety incidents and accountability gaps across industries; provide education and policy guidance to regulators, industry, researchers and the public; and foster inclusive multi-stakeholder collaboration to establish shared baseline requirements for responsible, verifiable and accountable AI deployment. All activities of the Corporation shall be conducted on a strictly not-for-profit basis with no part of its income or assets benefiting any member or director personally.

The amended purposes, effective April 4, 2026, are:

  • To develop, maintain, and govern the Atomic Genesis Decision Record (AgDR) and Atomic Kernel Inference (AKI) as open, cryptographic standards that serve as the foundational evidentiary infrastructure for the transparency, accountability, and legal admissibility of decisions made by or through artificial intelligence.
  • To maintain and oversee a persistent, publicly accessible registry and digital archive (including digital properties such as accountability.ai) held in perpetual trust as a public resource for the benefit of the global community.
  • To advance the adoption of transparent and accountable AI inference by producing technical resources, publications, and frameworks grounded in established legal and evidentiary standards.
  • To provide educational resources, conduct research, and offer technical guidance at the intersection of artificial intelligence, cryptographic engineering, and evidence law, including the requirements of the Canada Evidence Act, the Bills of Exchange Act, and the Privacy Act, alongside analogous international frameworks.
  • To serve as an independent and impartial custodian of the AgDR standard, ensuring that the standard and its associated reference implementations (including AgDR-Phoenix, AgDR-Mantle, AKI SDKs or future updates) are available for implementation without royalty or license fee, and that the tools and records of AI accountability remain permanently and freely accessible, technologically neutral, and directed toward the protection of human rights and the integrity of legal systems.

Restrictions on Activities

Schedule B — Activity Restrictions

The activities of the Corporation shall be restricted to those that advance the mission of neutral AI accountability. The Corporation shall not engage in any activity that would compromise its independence or fiduciary duty to the public interest. No part of the Corporation's income or assets shall be paid or made available for the personal benefit of any member or director.

Classes of Members

The Corporation is authorized to establish four (4) classes of members with the following rights, privileges, and conditions:

Class Designation Voting Rights Description
A Founding Member 1 vote; exclusive right to elect Founding Director Seat Reserved exclusively for the Founding Member. Transferable only to a successor designated in writing or by will.
B Institutional / Corporate Partners 1 vote per entity Dues-paying enterprises in the Crystal Partners Program.
C Academic & Public Interest 1 vote per entity Universities, researchers, research institutions, and NGOs advancing accountable AI.
D Individual Contributors 1 vote per individual Developers and technical contributors to the AgDR standard.

Voting Rights and Class Protections

Fundamental Governance Provisions

One Entity, One Vote. Every member is entitled to receive notice of and to attend all members' meetings. Each Member (whether an individual or a legal entity) is entitled to one (1) vote only, regardless of the number of partnerships or programs funded by said member.

Founding Director Seat. Class A has the exclusive statutory right to elect one (1) director (the Founding Director Seat) and to fill any vacancy in said seat.

Protected Representation. Class B, Class C, and Class D shall each have the exclusive right to elect at least one (1) director to the Board of Directors. The specific number of directors and the proportions of representation for these classes shall be further defined in the By-laws, provided that no class is ever left without representation.

Fundamental Class Veto

In accordance with Section 199 of the Canada Not-for-profit Corporations Act, any proposal to amend the Articles or By-laws in a manner that affects the rights or privileges of a class requires a separate class vote. Furthermore, Class A shall have an exclusive class vote (veto) on any fundamental change under sections 199, 206, 211, or 214 of the Act.

Distribution of Property on Liquidation

Schedule E — Liquidation Provisions

Any property remaining on liquidation of the Corporation, after discharge of liabilities, shall be distributed to the Council of Canadians with Disabilities (BN: 106950488RR0001), provided it is then a qualified donee within the meaning of subsection 248(1) of the Income Tax Act (Canada). In the event such entity is no longer a qualified donee, the remaining property shall be distributed to one or more qualified donees carrying on work consistent with the purposes of this Corporation.

Additional Provisions

Schedule F — Supplementary Provisions

1. Class Protections & Veto Rights. In accordance with Section 199 of the Act, any proposal to amend the Articles or By-laws in a manner that affects the rights or privileges of a membership class requires a separate class vote. Class A shall have an exclusive class vote (veto) on any fundamental change under sections 199, 206, 211, or 214 of the Act.

2. Voting Parity. Regardless of the number of partnerships, programs funded, or membership dues paid, every member (whether an individual or a legal entity) shall be entitled to one (1) vote only at all meetings of members.

3. Board Representation. The Board of Directors shall be composed such that Class A holds the exclusive right to elect one (1) director (the Founding Director Seat) and to fill any vacancy in said seat. Classes B, C, and D shall each have the exclusive right to elect at least one (1) director to the Board of Directors, as further defined in the By-laws.

4. Royalty-Free Mandate. The Corporation shall maintain the Atomic Genesis Decision Record (AgDR) standard on a royalty-free basis and shall not assign, license, or otherwise encumber the standard in any manner that would restrict its free and open implementation by any party.

5. Non-Inurement. The Corporation shall be carried on without the purpose of gain for its members, and any profits or other accretions to the Corporation shall be used in furtherance of its purposes. No part of the Corporation's income or assets shall be paid or made available for the personal benefit of any member or director.

Filing Information

Filed with Corporations Canada, Innovation, Science and Economic Development Canada (ISED-ISDE). Certificate issued under the authority of the Director appointed under the Canada Not-for-profit Corporations Act. Original signed by Robert Douglas Muncaster, Director.