Preliminary Constitutional Bylaws of Agalmic Studios
Editorial Note: These Bylaws are currently in a Preliminary State. They outline the immutable core of the Agalmic mission, the three-entity governance structure, and the financial waterfall. Operational specifics—including board succession, detailed dispute resolution, and administrative protocols—are intentionally left open for refinement in collaboration with the initial founding community.
Article I: Fundamental Purpose and Irrevocability
Section 1.01: The Mandate
The Company is incorporated as a Public Benefit Corporation to develop a player-directed ecosystem of games and generate a Social Dividend for Universal Basic Services (UBS).
Section 1.02: Irrevocability
Provisions regarding the Three-Entity Structure, the Financial Waterfall, and the Golden Share are irrevocable.
Article II: The Financial Waterfall & Operational Autonomy
Section 2.01: Priority of Funds
The Company allocates revenue according to a strict "Waterfall":
| Tier | Name | Purpose |
|---|---|---|
| I | Operational Sustainment | Essential operating costs |
| II | The Agalmic Engine (Growth Fund) | Reinvestment in technology and new games |
| III | The Social Dividend | 100% of surplus to Universal Basic Services |
Section 2.02: Operational Autonomy
The Stewards maintain full authority to deploy Tier II funds into technical or creative projects aligning with the End-User Consensus.
Section 2.03: Flexibility of Reserves
The Company may retain capital for major ecosystem expansions (e.g., transmedia, new flagship titles) provided the Social Trust does not issue an "Objection of Misalignment" within 10 business days of a project's announcement.
Section 2.04: Right of Inspection
In lieu of scheduled reporting, the Social Trust and Guardian Foundation maintain a permanent right to audit the Company's financial and operational logs to ensure mission integrity.
Article III: The Guardian Foundation (The Veto Power)
Section 3.01: The Golden Share
The Company issues a single "Golden Share" to the Guardian Foundation, an independent non-profit entity.
Section 3.02: Veto Triggers
The Guardian Foundation holds a mandatory veto power over:
- Sale or Merger of the Company or its Intellectual Property.
- Charter Amendments affecting the Financial Waterfall.
- Liquidation of assets for private gain.
Article IV: End-User Agency and Voting Architecture
Section 4.01: The Roadmap Mandate
The Stewards have a fiduciary duty to execute the development roadmap signaled by the End-User Consensus.
Section 4.02: One Member, One Vote
Every active subscription account carries exactly one vote per eligible ballot.
Section 4.03: Dual-Layered Voting
| Ballot Type | Eligibility | Scope |
|---|---|---|
| General Ballots | Any active subscription within the Agalmic ecosystem | Ecosystem-wide matters, including the selection of new genres for prototyping and the prioritization of Universal Basic Services. |
| Specific Ballots | Active subscription to the specific game | Mechanics, balance, or narrative direction within that specific title. |
Article V: Digital Permanence and Open Source
Section 5.01: The Discontinuation Trigger
A game is deemed "Discontinued" if the Company ceases maintenance for 12 consecutive months or formally terminates the service.
Section 5.02: Reversion to the Commons
Upon discontinuation:
- All associated software code and artistic assets must be released under a permissive Open Source License.
- All associated lore and Intellectual Property reverts to the Public Domain.
These bylaws protect the vision outlined in the Agalmic Studios Manifesto.