NETWORK OF RESEARCH FOR INNOVATION AND DEVELOPMENT
(NORFIAD)
CONSTITUTION
Entity: Network of Research for Innovation and Development ("NORFIAD")
Form: Company Limited by Guarantee (UK)
Founder: Pavel Ovcharov, sole original Founder
Supremacy:
This Constitution is the supreme governing instrument of NORFIAD and is not amendable. Operational policies and SOPs may be adopted, replaced or rescinded in accordance with this Constitution. Any attempt to alter this Constitution requires dissolution and refoundation.
1. Mission, Principles and Scope
1.1 Mission.
To advance multidisciplinary research and development by protecting people and ideas over profit; enabling safe collaboration; assuring fair attribution; and supporting lawful publication and ethical pathways to commercialization.
1.2 Principles. Integrity; transparency to members; documented decision‑making; merit and contribution over credentials; privacy and confidentiality by default; no profit distribution; respect for intellectual property ("IP") ownership while enabling internal research use.
1.3 Scope.
NORFIAD may establish any number of research Fields and Projects within them.
1.4 Scope of Service.
NORFIAD provides the governance, IP management, timestamping, and collaboration framework. Research is carried out by member-led Projects within NORFIAD; NORFIAD as a legal entity does not employ researchers or assume Project liabilities.
2. Definitions
2.1 Field
means an area of research recognized by resolution.
2.2 Project
means a defined effort within a Field with stated aims, participants, documentation and a confidentiality level.
2.3 Member
means any person admitted under § 3.
2.4 Council
means the governing body formed or appointed under § 5.4.
2.5 Owner
means the person or project team holding title to deposited IP.
2.6 Urgent
means time‑sensitive with significant impact, including without limitation issues of safety, legal or regulatory compliance, protection of IP or rights, or expiring grant/contract deadlines.
2.7 Working
Day means Monday through Friday excluding UK bank holidays unless otherwise specified in a Project agreement.
2.8 Project
Initiation Resolution (PIR) means the formal document establishing a Project with its scope, participants, and operating parameters.
3. Membership, Grades, Admission and Exit
3.1 Grades.
(a) Senior Partner:
Permanent member recognized for sustained contribution in more than one Fields; voting rights in those Fields; eligible for Council; may lead single‑participant Projects (see § 6.1).
(b) Partner:
Permanent member with full responsibility and voting rights in one Field; works under a Mentor until parity.
(c) Junior Partner:
Permanent member in one field under a Mentor; no voting rights.
(d) Senior Collaborator:
Temporary contributor across multiple Projects/Fields with project‑bound access; no voting rights.
(e) Collaborator:
Temporary contributor with access to a single Project only; no voting rights.
(f) Junior Collaborator:
Temporary contributor with access to part of a single Project only; no voting rights.
3.2 Admission.
Admission requires approval and execution of the Member Admission Agreement (MAA), NDA, and any initial Project Participation Agreement (PPA), and is decided as follows:
(a) Junior Partner and Partner
admissions require a vote of at least fifty per cent (50%) of all Partners in the relevant Field.
(b) Senior Partner
admissions require a vote of at least eighty per cent (80%) of all Senior Partners. Members are not employees; participation and any payments occur only through Project documents and grant rules (§ 11).
3.3 Promotion and Reports.
Mentors file periodic performance/experience reports and may recommend promotion. Promotions are not automatic and reflect responsibility, permanence and trust.
3.4 Cross‑Field Collaboration.
Any Member may become a Collaborator in another Field by invitation, or upon request to a Senior Partner in that Field.
3.5 Exit.
On departure, Members retain title to their own IP, subject to §7.6. NORFIAD research results remain with NORFIAD unless licensed under this Constitution.
3.6 External Associates (non-Members).
- Advisory Board: Senior experts providing guidance
- Institutional Partners: Universities/organizations for collaboration
- Service Providers: Legal, accounting, technical services
- Observers: Regulators or funders with limited access rights
Each category has defined access/confidentiality via separate agreements.
3.7 Member Status.
Members are not employees or partners. The relationship is governed by the MAA and project agreements.
4. Mentorship and Oversight
4.1 Structure.
Partners and Junior Partners work under a Mentor. Mentors are typically one to two levels above the mentee. The Founder may mentor Junior or Partner, but may not mentor Senior Partners. Senior Partners are not mentored and are not subject to periodic mentor performance reports.
4.2 Role.
Mentorship is collaborative: guide development, invite mentees to Projects, keep them involved; file periodic reports. Mentorship is personal and not overridden by unrelated ranks.
4.3 Mentor‑Bypass.
Where a mentee reasonably believes advancement is being unfairly held back, the mentee may file a Mentor‑Bypass request; it is reviewed by peers and the Founder/Council.
4.4 Project vs Structural Mentorship.
Project mentorship concerns day‑to‑day technical guidance within a specific Project (scope, tasks, quality, safety). Structural mentorship concerns a Member's progression, readiness for greater responsibility, and suitability for promotion. Any competent Member may provide project guidance; only the assigned Mentor exercises structural authority (progress checks, reports, promotion recommendations). This separation protects Projects from bottlenecks while preserving fair, accountable advancement.
5. Governance and Voting
5.1 Founder and Overrides.
The Founder holds highest authority and may override any decision (whether or not consistent with this Constitution). Overrides must include a written justification and be recorded in the Decision Register. While the Founder is active, Founder decisions stand and are not overridable; however at least fifty per cent (50%) of Senior Partners or at least fifty per cent (50%) of the Council may issue a Reconsideration Motion, compelling the Founder to review and either confirm or modify the decision with reasons. The Founder shall be invited to and may chair any Council meeting (§ 5.4).
5.2 Voting Thresholds.
(a) Supporting policies/SOPs (not this Constitution):
at least eighty per cent (80%) of Senior Partners.
(b) New Field:
at least fifty per cent (50%) of Senior Partners.
(c) Open/close Project:
at least fifty per cent (50%) of Partners in the Field.
(d) Role appointments/removals (except Senior Partners):
at least fifty per cent (50%) of Partners in the Field.
(e) Senior Partner appointment/removal:
at least eighty per cent (80%) of Senior Partners. Removals may proceed only following an investigation under § 9.
5.3 Quorum and Records.
No vote is valid unless at least fifty-one per cent (51%) of all eligible voters participate. Every vote or decision carries written justification and is recorded in the Decision Register and processed under § 16. Each signatory must add a brief personal justification adjacent to their signature (one or two sentences expressing their reason for supporting the decision).
5.4 Council.
(a) Default formation.
If the Founder does not explicitly appoint a Council, all Senior Partners constitute the Council by default (opt‑out permitted).
(b) Appointment.
The Founder may appoint a Permanent Council (including at least fifty-one per cent (51%) of all Senior Partners) or a Temporary Council (including at least fifteen per cent (15%) of all Senior Partners). Councils should, where practicable, include a Senior Partner for each Field that has Senior Partners. A Permanent Council persists if the Founder becomes inactive.
(c) Expansion.
If the Founder is no longer in charge, the Council may appoint additional Council members by at least eighty per cent (80%) vote. While the Founder is active, the Council may recommend appointments; the Founder appoints.
(d) Powers and overrides.
The Council may act on its own initiative on any matter not contradicting this Constitution and, by at least eighty per cent (80%) vote, may override any decision of any other body except Founder decision. Council overrides follow the 5‑day review rule below.
(e) Founder invitation and chair.
The Founder must be invited to all Council meetings (agenda and materials provided not less than twenty-four (24) hours in advance) and may chair any Council meeting.
(f) Decisions in Founder's absence — 5‑day review.
Council decisions taken without the Founder present are not in effect until a five (5) Working Day review window has elapsed from formal notice to the Founder. Within that window the 2Founder may confirm, modify or set aside the decision with written reasons. After the window elapses without action, the decision becomes effective and final.
(g) Urgent exception.
Decisions marked Urgent with written justification take immediate effect despite the 5‑day rule and remain subject to post‑hoc Founder review; where full reversal is impracticable, mitigation steps and rationale are recorded.
(h) Disband/replace.
The Founder may disband the Council and/or remove or replace any Council member at any time. If disbanded and not reappointed, the default formation in § 5.4(a) resumes.
(i) Voting.
Council decisions pass by simple majority (fifty-one per cent (51%)) of those present and voting, once quorum is met, unless § 5.2 or § 5.4(d) specifies a higher threshold.
5.5 Council Standing Orders.
Quorum is at least fifty-one per cent (51%) of all eligible Council members. Agenda and meeting materials are circulated at least twenty-four (24) hours in advance (or per the then-current Communications SOP for urgent meetings). Conflicts of interest are declared before each vote and recorded. Minutes (decisions, vote counts, reasons, overrides) are entered in the Document Ledger within forty-eight (48) hours.
5.6 Emergency Protective Actions.
Where immediate action is required to prevent:
(a) Imminent physical harm to person
(b) Catastrophic legal liability
(c) Irreversible damage to NORFIAD's mission
The Founder, or in the Founder's absence any two conflict-free Council members not directly involved in the matter requiring action, may take immediate protective action including Project suspension, access revocation, or notification to relevant authorities. The Founder and Council are notified without delay and in any event within twelve (12) hours; such actions must be documented within twenty-four (24) hours and reviewed by the full Council within seventy-two (72) hours.
5.7 Founder Succession.
(a) Temporary absence:
After thirty (30) days unavailability, Council temporarily assumes Founder powers. "Unavailability" means no written response from the Founder for thirty (30) consecutive days after at least three contact attempts recorded in the Document Ledger.
(b) Permanent absence:
Upon medical certification or death, Council permanently assumes powers. "Medical certification" means a written opinion by a registered medical practitioner or a court order.
(c) The Founder may recommend a Council Chairman (non-binding).
(d) No individual successor to Founder role exists;
governance transfers to collective Council.
6. Projects
6.1 Creation.
Projects normally require two (2) or more participants. Single‑participant Projects are permitted for the Founder and Senior Partners, provided a Project Initiation Resolution (PIR) is recorded.
6.2 Confidentiality and Access.
(a) Project classes.
Projects are either Non‑Classified or Classified. No additional secrecy levels are permitted. This ensures transparency to Senior Partners in each Field and enables proper Council oversight.
(b) Juniors.
Junior Partners may view Non‑Classified Projects in their own Field and may request to join visible Projects. Juniors do not see Classified Projects.
(c) Partners.
Partners may view all Projects in their Field, including Classified, for the sole purpose of awareness and access requests. For Classified Projects, Partners may see only a short label and a brief classification rationale (or, where justified, a label with no description). Partners seeking access must approach a Senior Partner in the Field, who may liaise with Project Management/Council/Founder on their behalf.
(d) Seniors.
Senior Partners may view all Projects in their Fields, including Classified, with full description and the full internal rationale for classification, and may request access. Seniors may invite Partners and Juniors to Classified Projects with Project Management approval.
(e) Cross‑Field. Any Member may become a Collaborator in another Field by invitation or upon request to a Senior Partner in that Field.
(f) Classification governance.
A Classified Project may be created, or an existing Project converted to Classified, only by:
(i) a Senior Partner in the relevant Field acting as Project Management;
(ii) the Council;
(iii) the Founder. A serious and documented justification is recorded for internal audit; the justification is not published beyond § 6.2(d). For Members with visibility, the register shall display a neutral label, e.g., "Project ABC — Classified (Sensitive Information)". Upon a reasoned request from any Field Senior or from the Council, the classification and its rationale shall be reviewed; otherwise, no periodic re-review is required.
6.3 Participation.
Each Project uses a PPA defining aims, roles, safety, IP handling, document set, secrecy level, micro‑funding/expenses and data management.
6.4 Safety.
Each Project submission must include a Safety Statement and Procedure (hazardous materials/processes, and controls). No Project commences without an approved safety statement.
6.5 Grants.
NORFIAD may apply for and administer grants on a Project's behalf. Grant funds are spent strictly in accordance with the grant's rules on that Project only. Where a grant pays individuals for research, such payments are pass‑through under the grant and do not constitute NORFIAD remuneration or employment.
6.6 Reporting and Transparency.
Each active Project must file a written activity report at intervals not exceeding one (1) month. Projects may elect shorter reporting intervals if warranted by pace or risk factors. Reports may simply confirm "no change from previous report" where applicable. Failure to submit timely reports places the Project under investigation by Field Senior Partners; this applies equally to Classified Projects. Senior Partners with access have full transparency to reports at their clearance level. A single missed report automatically triggers the investigation; reinstatement requires the late report plus a plan to prevent recurrence.
6.7 Open/Public Outputs and Agenda Changes.
A Project may designate an open-source or public-domain track in its initial Project Initiation Resolution or PPA. Any later change of agenda regarding openness is decided by the Project participants under the PPA, with notice to the Council and the Founder and a five (5) Working Day window to object; absent objection, the change takes effect. No open/public release may breach third-party rights or confidentiality.
6.8 Research Ethics and Safety Review.
(a) Mandatory Review.
Projects must undergo ethics and safety review when involving potentially dangerous research or dual-use applications.
(b) Review Standard.
The review considers: research justification proportionate to risks; adequacy of safety measures; team qualification; and control of dangerous findings.
(c) Approval.
High-risk research requires majority of Field Senior Partners and Council notification.
Where a Field has fewer than two Senior Partners, the Council designates substitute reviewers.
6.9 Research Standards.
All research must meet field-appropriate quality standards. Data management follows FAIR principles where applicable. Experimental work requires reproducible documentation. Negative results must be documented equally with positive.
6.10 Project Closure.
Projects close upon: completion of stated aims; funding exhaustion; safety/ethics violation; or vote per § 5.2. Closure requires: final report, data archival, equipment return, IP documentation update.
6.11 Compliance and Ethics.
(a) Projects must comply with applicable law in their operating jurisdiction.
(b) Each Project must include risk and safety assessments appropriate to its nature.
(c) Members may file formal protests regarding project ethics; such protests trigger dispute procedures.
(d) Members whose conduct raises serious concerns are subject to investigation per § 9.
7. Intellectual Property (IP)
7.1 Ownership.
NORFIAD does not become sole owner of Member IP. Title remains with the Owner/Team.
7.2 Deposit and Registry.
Owners may deposit IP at any time. NORFIAD issues a timestamped receipt (including processing evidence per § 16), archives the materials offline, and indexes the entry in the IP Register.
7.3 Best‑Effort Check (non‑legal).
NORFIAD performs a best‑effort originality check. NORFIAD does not provide legal advice or any warranty of originality or freedom‑to‑operate.
7.4 Internal‑Use License.
Upon deposit, the Owner grants NORFIAD a non‑exclusive, perpetual internal‑use license to evaluate, research, reproduce and combine the IP with other internal work within NORFIAD, subject to confidentiality levels.
7.5 Owner‑at‑Table.
NORFIAD may not disclose, license, lend, publish, share or otherwise use deposited IP with any external party unless the Owner is present in negotiations and consents in writing.
Any external use of deposited IP or research results requires both Owner consent and separate NORFIAD approval. Any consideration is settled between the Owner and the external party. NORFIAD may charge service/administration fees to the external party; NORFIAD is not a royalty conduit.
7.6 Exit, Continuation and Replication.
(a) Initiating exit.
Exit is initiated by a formal request. A processing period of up to three (3) months applies. Within the request the Owner may demand an immediate stop of internal IP use; the stop remains in force during processing unless lifted by the Owner, no overwrite apply. The processing period may be shortened by the Founder or by at least eighty per cent (80%) Council approval.
(b) Withdrawal of request.
The leaving Member may withdraw the exit request; withdrawal requires at least fifty-one per cent (51%) Council approval.
(c) Expenses during exit processing.
Exiting membership is free of charge. Expenses may be charged only where a previously submitted exit request is withdrawn under § 7.6(b) and are limited to reasonable costs actually incurred during the exit processing period (e.g., document retrieval, segregation, notices). Such expenses may be waived by the Founder or by at least eighty per cent (80%) Council vote.
(d) Exit with withdrawal of IP.
On completion of exit, an Owner who deposited IP may withdraw it. NORFIAD ceases internal use unless a Continue‑Use Agreement is executed.
(e) Continue‑Use Agreement (Owner compensation).
If executed, NORFIAD may continue internal use; the Owner shall be kept informed of use and invited to the negotiation table for any spin‑off deal involving that IP. By joining NORFIAD, all Members agree as a standing social contract to share a minimum one per cent (1%) of any compensation they personally negotiate and receive from a spin‑off or other external counterparty in connection with that IP with the original IP Owner, if the Owner is not directly part of the Project team. NORFIAD is not a royalty conduit and does not intermediate these payments.
(f) Research results and replication.
Research based on the IP remain NORFIAD research. Projects involving that IP may not be replicated or recreated externally without NORFIAD permission (Founder or at least eighty per cent (80%) Council). Field Senior Partners may object and request reassessment.
(g) Breach (conditional license).
Upon verified unauthorized replication of a Project involving deposited IP, the Owner grants NORFIAD an irrevocable, royalty‑free license to use, publish, license and sell the IP for any ensuing dispute. NORFIAD is not obliged to inform the Owner of specific uses; public outputs shall credit the Owner. This reciprocal enforcement mechanism incentivizes good faith compliance by both parties.
(h) Ownerless/abandoned IP.
If IP is surrendered and no Owner remains, internal title vests in the development team of permanent Members (Collaborators excluded). If the development team cannot reach a decision by at least fifty-one per cent (51%) within ten (10) Working Days, the Field Senior Partners not involved decide; if all are involved, the Council decides; if still impracticable, internal rights are allocated in equal shares among the permanent contributors, with the Project Lead receiving the greater of their equal share or ten per cent (10%).
7.7 Collaborator IP.
Collaborators who deposit IP provide general approval for continued work after departure and cannot stop ongoing NORFIAD Projects based on that IP. They receive attribution and Owner‑at‑Table participation where applicable.
7.8 Inheritance.
Title to a Member's IP follows the will or next of kin under governing law. Governance of that IP within NORFIAD continues under this Constitution until NORFIAD dissolves. If the inheritor is, or becomes, a Member, normal Owner rights apply. Stewardship aims to keep sensitive IP under competent research handling.
7.9 IP Access Requests.
Access to deposited IP may be requested only by active Projects (with justification) or by Senior Partners for review with serious reasons. Requests must be acknowledged within ten (10) Working Days and decided within twenty (20) Working Days; complex or sensitive requests may extend to thirty (30) Working Days with notice. Particular scrutiny applies to dual-use IP with potential for weaponization or harm. The latter requires approval by Field Partners and Senior Partners and the Council. Upon granting access, NORFIAD shall notify the Owner of the materials released and record the access in the IP Register. The Founder may access any IP, but such access must also be recorded and triggers the same Owner notification. Materials are returned or access revoked at the end of the Project or review. Detailed procedures are set out in the IP Access SOP.
7.10 Dual-Use and Sensitive IP.
(a) Designation.
IP Owners may designate deposits as "Dual-Use Sensitive" where legitimate research applications could be weaponized or cause harm.
(b) Enhanced review.
Access to Dual-Use Sensitive IP requires enhanced review including: detailed use case documentation; ethics review by at least two Senior Partners not involved in the requesting Project; and Owner consultation rights (non-binding but documented).
(c) Owner emergency pause.
For Dual-Use Sensitive IP, upon learning of a concerning intended use, the Owner may invoke a forty-eight (48) hour emergency pause, triggering immediate Council review. The pause applies only to the specific concerning use, not all Project access to the IP. The pause may be lifted by the Founder or by at least eighty per cent (80%) Council after recorded reasons.
7.11 Background vs Foreground IP.
- Background IP: what Members bring to projects (remains theirs)
- Foreground IP: created during projects (ownership per PPA)
- Mixed IP: improvements to Background (shared rights defined in PPA)
7.12 Publication and Attribution.
- Members may publish their work with thirty (30) days' notice to Project team. Approval needs to be granted under § 7.5
- NORFIAD must be acknowledged in publications
- Classified Project publications require Council approval
- Attribution follows academic norms unless PPA specifies otherwise
7.13 Improvements and Derivatives.
(a) Improvements to deposited IP created within NORFIAD are owned by the improving team (or as specified in the PPA).
(b) NORFIAD receives a non-exclusive internal-use license to such improvements and may be credited as incubator/facilitator.
(c) Original IP Owners retain attribution and Owner-at-Table participation for external deals involving improvements; the one per cent (1%) social contract in §7.6(e) applies.
(d) PPAs may set additional cross-licensing between Background and Foreground IP to accumulate value across applications.
8. Equipment and Materials
Personally shared equipment remains the contributor's property and may be reclaimed. NORFIAD maintains borrowed equipment; where lost or damaged without owner involvement, compensation may be offered subject to investigation. Equipment purchased by or donated to NORFIAD is NORFIAD property.
9. Conduct, Complaints and Removal
A Code of Conduct applies to all participants. Complaints may be raised via the Mentor, Field Senior Partners, or directly to the Founder/Council (with reasons for bypass). Anonymous complaints are not accepted; identity must be known to at least one Senior Partner or the Founder. An Investigation Panel (Founder or three Senior Partners) documents findings and actions. Non‑activity alone is not grounds for removal. Thresholds in § 5.2 apply.
9.1 Dispute Resolution Process.
(a) Initial resolution.
Disputes between Members should first be addressed at the Project or
Field level through the relevant Senior Partners.
(b) Escalation.
If unresolved within ten (10) Working Days, disputes escalate to:
(i) The Council for inter-Field or IP-related disputes;
(ii) The Founder while active, with Council review option;
(iii) An Investigation Panel per § 9 for conduct issues.
(c) Documentation.
All disputes and resolutions are documented in the Dispute Register with privacy protections for sensitive matters.
(d) External disputes.
Disputes with external parties follow § 14 (mediation/arbitration) unless otherwise agreed.
9.2 Investigation Requests.
(a) Requests may be submitted to any Senior Partner.
(b) The receiving Senior Partner serves as sole liaison with the complainant.
(c) Complainant identity is known only to the liaison Senior Partner unless wider disclosure is necessary.
(d) Investigation findings are reported to Council and Founder.
(e) All Senior Partners are informed of outcomes.
10. Documentation, Records and Announcements
All significant documents carry a Doc ID, version, and processing evidence per § 16, excluding this document that exist prior to other documents and will have no further versions. The Document Ledger records sender, recipients, time and processing reference. Organization‑wide announcements include title, scope, version and the processing reference. Project documents are sent only to participants and Field Senior Partners; a hash‑only notice may be broadcast organization‑wide when appropriate. NORFIAD maintains the following Registers: Document Ledger, Decision Register, IP Register, and Dispute Register, each administered by the Council Secretary or designated officer.
10.1 Information Security.
All digital communications must use end-to-end encryption for Classified Projects. Access credentials reviewed quarterly. Mandatory security training for Classified Project participants. Incident response plan maintained in Security SOP.
11. Finance and Grants.
NORFIAD is non-profit and primarily grant- and donation-funded. It may charge cost-recovery administration/incubation fees and receive licensing/service fees incidental to its mission. No distribution of profit to Members is permitted; any surplus is retained for NORFIAD's purposes. Participants may receive project-bound fees under grants or contracts; these do not create employment by NORFIAD.
11.1 Financial Structure.
(a) NORFIAD acts as fiscal agent for project grants when requested.
(b) Grant funds are administered per funder requirements.
(c) NORFIAD may charge administration fees to external parties.
(d) No member fees or dues are required.
(e) Projects self-fund insurance and operational needs.
(f) Financial procedures including approval limits, reporting, and review requirements are set in the Financial SOP.
12. Data, Privacy and Conflicts
Personal data is processed under a GDPR‑compatible Privacy Notice; access is role‑based and logged. Conflicts of interest must be declared; conflicted Members abstain from related votes. Safety and regulatory compliance for experimental work are defined per Project in PPAs and risk assessments; medical claims are embargoed until approvals.
12.4 Regulatory Compliance.
All research must comply with applicable laws and regulations including but not limited to: export controls on dual-use technologies; biological weapons conventions; nuclear non-proliferation treaties; cybersecurity and hacking laws; ethics review requirements for human/animal research. Where research may approach legal boundaries, prior legal consultation is mandatory.
12.5 Liability Limits.
- Members are not personally liable for NORFIAD obligations
- NORFIAD liability to Members is limited to direct damages
- No consequential damages except for willful misconduct
- Members acting in good faith under this Constitution are indemnified by NORFIAD to the extent permitted by law
12.6 External Communications.
- Only the Founder, Council Chair, or designated spokesperson may issue public statements for NORFIAD or sign binding contracts
- Members may discuss their own work but must clarify personal vs organizational views and not reveal any confidential information like project details or IP.
- Media/PR protocol defined in Communications SOP
12.7 Anti-Bribery and Ethics.
- Zero tolerance for bribery/corruption
- Conflicts of interest must be declared
- Whistleblower protection per Investigation process
13. Dissolution and Legacy
13.1 Founder‑initiated dissolution.
The Founder may unilaterally initiate dissolution with written justification that NORFIAD has moved irreparably outside the Founder's vision and intent. A six (6) month notice applies (or longer if specified by the Founder).
13.2 Council/Senior dissolution.
Alternatively, dissolution may occur by at least eighty per cent (80%) of active Senior Partners with six (6) month notice and written justification.
13.3 Effects.
On dissolution, IP reverts to original depositors or project teams; NORFIAD‑owned equipment is liquidated; proceeds and remaining funds are applied to active Projects or donated per final resolution; attribution clauses remain valid.
14. Governing Law and Venue
This Constitution and supporting policies are governed by the laws of England and Wales. Disputes are subject to independent mediation and, failing that, arbitration in London, unless otherwise agreed in writing.
15. Severability, Precedence and Interpretation
If any provision is held unenforceable, the remaining provisions remain in force. In case of conflict between this Constitution and any supporting policy/SOP, this Constitution prevails.
Interpretation.
In this Constitution: including means including without limitation; writing includes electronic communications and accepted electronic signatures; headings do not affect interpretation; the singular includes the plural and vice versa. In case of translation, the English version prevails.
Notices.
Notices and formal communications are given in accordance with the then-current Communications SOP.
16. Document Processing and Recordkeeping (Technology‑Neutral)
16.1 Process.
Following execution, NORFIAD shall process documents under the Document Control & Announcements SOP, using then‑current methods that ensure integrity, authenticity, non‑repudiation and durable retention.
16.2 Evidence of integrity.
A standard cryptographic fingerprint and trusted time evidence shall be created for documents and their subsequent versions, using cryptographic and timestamping mechanisms adopted by NORFIAD at the time of processing.
16.3 Content addressing.
Where appropriate, a distributed content address may be generated and recorded.
16.4 Ledger entry.
The processing record (including fingerprint, time evidence, content address where used, and distribution list) shall be recorded in the Document Ledger and referenced on the signature page as the Ledger reference.
16.5 Distribution.
The processed documents shall be distributed to the appropriate audiences as defined by the Document Control & Announcements SOP.
16.6 Continuity.
If NORFIAD replaces any processing method, it shall maintain continuity by migrating existing records to the new method or by preserving verifiable links between old and new records.