RTNC Foundation Bylaws v1.0

1. Name and Purpose

The organization is known as the Retinecy Foundation (“the Foundation”). Its purpose is to support the RTNC ecosystem through infrastructure, documentation, funding of open-source development, and research.

The Foundation does not control token supply, mining behavior, or user accounts. It is not a custodian or an investment vehicle.

2. Legal Structure

The Foundation is organized as a non-profit entity under applicable law. It may receive donations and grants to support its mission, but it must not distribute profits to individuals or operate as a for-profit company.

The Foundation is non-custodial: it does not hold RTNC or other assets on behalf of users, nor does it operate exchange services.

3. Mission and Objectives

The Foundation’s mission is to:

• Maintain and improve RTNC reference implementations.
• Fund independent security and code audits.
• Publish clear documentation and educational material.
• Provide and maintain public infrastructure such as block explorers and mirrors.
• Support research and experimentation related to RTNC.

All activities must align with the goal of strengthening RTNC as a public-good protocol, not as a speculative product.

4. Powers and Limitations

4.1 Powers

The Foundation may:

• Apply for and receive grants or donations.
• Hire or contract developers, researchers, and auditors.
• Operate servers, websites, and infrastructure tools.
• Commission documentation and translation work.

4.2 Prohibited Actions

The Foundation may not:

• Change RTNC tokenomics or consensus rules.
• Manage user wallets or custodial balances.
• Offer investment products or yield guarantees.
• Directly manipulate or attempt to manipulate token prices.
• Distribute profits or dividends to private individuals.

5. Board of Directors

The Foundation is overseen by a Board of Directors consisting of 3–7 individuals. Board members are expected to act in the best interest of the mission and must comply with these bylaws.

5.1 Terms

Directors generally serve two-year terms and may be reappointed. The exact term structure may be refined as the Foundation matures.

5.2 Responsibilities

The Board approves budgets, major grants, infrastructure commitments, and key policies. It also supervises Foundation officers and ensures compliance with non-profit regulations.

6. Officers

The Foundation has at least the following officer roles:

• Chair / President: Provides general oversight and external representation.
• Secretary: Handles documentation, minutes, and records.
• Treasurer: Oversees financial management and reporting.

Officers execute day-to-day administrative tasks but do not gain special control over RTNC or user funds by virtue of their role.

7. Meetings

The Board meets at least quarterly to review progress, finances, and upcoming priorities. Emergency meetings may be called when needed.

Meeting notes and key decisions should be summarized and made publicly available, except where legal requirements dictate confidentiality (for example, pending contracts or HR matters).

8. Financial Management

The Foundation maintains accurate financial records, including income, expenses, and grant distributions. Annual summaries should be published so the community can see how funds are used.

Funds must be used only for mission-aligned purposes: development, infrastructure, audits, documentation, research, and necessary administration. Speculative investment or trading with Foundation treasury is not allowed.

9. Grants and Funding

The Foundation may issue grants to developers, researchers, and other contributors whose work benefits the RTNC ecosystem. Grants should specify scope, deliverables, and timelines where possible.

Grant recipients are paid for completed work or milestones, not for holding RTNC tokens or based on token price performance.

10. Conflict of Interest

Board members, officers, and key contributors must disclose conflicts of interest where relevant (for example, being employed by a company that might benefit from a grant decision). In such cases, they should abstain from voting on those decisions.

11. Liability and Indemnification

Directors and officers acting in good faith and within their roles are generally protected from personal liability for Foundation decisions, to the extent allowed by law. The Foundation may indemnify individuals against legal costs arising from actions taken on behalf of the organization.

12. Amendments

These bylaws may be amended by the Board, provided that changes are documented, made public, and remain consistent with non-profit status and the principles of neutrality, non-custody, and non-investment design.

13. Dissolution

If the Foundation is dissolved, any remaining assets must be distributed to another non-profit or public-good organization with similar goals. No remaining assets may be distributed to private individuals.