AERIA–U1

AERIA Corporate Bylaws and U1 Trust Purpose

Furthering the Common Good

Rewarding Fair Value and Broadly Sharing Benefits with Society

Fair Value is key to our enterprise. By Fair Value, we seek to fairly and attractively reward innovation, effort, risk, and capital – with the understanding that we do so within reason, and that we place foremost value on the Common Good and life.^[9] For salary and equity compensation, Fair Value takes into consideration societal medians and a risk multiple.^[10] Equity returns value both extrinsic financial value and intrinsic societal-life value. As a necessity, these come in balance.^[11] When possible, equity holders are offered attractive buyout returns using free cash flows and financing mechanisms, indexed to relevant benchmarks.^[12] Once Fair Value is achieved, shares will reside in the Trust for the benefit of the public. Our goal is to broaden the waterfall of benefit and to allocate value to those who are among the least advantaged.^[13][14] We operate according to enduring, life-affirming tenets – expressed across time, place, religion, philosophy, and culture – in which accumulation, excessive self-interest, monopoly, and oligopoly cannot exist.^[15]

Affirming the Value, Dignity, and Potential of All Human Beings

We uphold the value, dignity, and potential of all human beings in our actions and products.^[16] Personal sovereignty is a key element of wellbeing. This includes agency of thought, freedom to choose, economic security, and the ability to develop fully as human beings – all without impinging on the freedoms of those around us. For software products, users must have privacy, full control, and usefulness of their personal data. Any actions on personal data should be fully interpretable by the user. Business models cannot be built upon personal data for targeted advertising. Privacy and autonomy are essential to democracy, particularly in a period characterized by surveillance capitalism and artificial intelligence.^[17][18] We subscribe to Maslow’s Hierarchy of Needs and Self-Determination Theory, as two guides, among others, to help further individual wellbeing and the Common Good.^[19][20]

Supporting a Vibrant Marketplace

Core software protocols are open source under permissive license.^[21] We engage in prosocial design to maximize interoperability and minimize user lock-in. Additional protocols and product features — designed over core protocols — are open sourced after 7 years of profitability, or sooner. We are committed to supporting an innovative community of contributors and a competitive marketplace, in which software is built upon core software platforms that are shared. In doing so, we provide an alternative to proprietary platforms and walled gardens.^[22] Products should be chosen because they add real value, not just because they were the first or benefit from monopolistic network effects.

Governance to Enable Accountability, Transparency, and Trust

Numerous precedents inform our enterprise structure.^[23] The Trust fills a corporate board seat into perpetuity and is a major equity holder of the enterprise (e.g., >28%).^[24] The Trust represents the Public’s interest in enterprise governance and has rights to a special mediation-arbitration pathway to uphold enterprise bylaws.^[25] To enable transparency and trust, the Public has information rights to key enterprise events and activities.^[26] Once the enterprise exceeds a certain size, as measured by revenues, employees, or number of products in use, the Public has additional legal standing through a right called Public Proposals, akin to SEC Shareholder Proposals.^[27][28]

Introducing New Solutions to Societal Challenges

We believe in a spirit of can-do to develop creative solutions to complex challenges.^[29] We focus on solutions that can have radiating positive benefits. This is drawn from the ecological concept of keystone species. In the Serengeti, re-introduction of a single keystone species could lead to the restoration of an ecosystem.^[30] We look for keystones that can have a disproportionate positive effect on society.

Keystones of our current products include the restoration of Attention, Choice, Space, Trust, and Sovereignty in daily life.  In ongoing and future investments, we view Maslow's Hierarchy, community spaces (e.g., 'third places'), the development of inner values, and education, as essential to our well being.^[31][32] In life-affirming community, we each have an opportunity to develop our talents, contribute meaningfully through purpose, and partake fairly in societal progress.^[33][34]

Creating an Enterprise Residing in the Public's Trust — A New Form of Public Company

For the enterprise to reside in the Public Trust, all assets are transferred to the Public sphere over time. This necessitates that there can be no sale of the enterprise. ^[35] At intervals, the enterprise will repurchase equity shares at a Fair Value multiple using free cash flows, sales of revenue or royalty streams, co-licensing, or other financing mechanisms.

Financial proceeds entering the Trust can be used to fund new products, increase access (e.g., reduced pricing to free access), maintain open source assets, and fund new life-affirming endeavors, enterprises, or organizations. The Trust will act with future generations in mind but by no means do so in accordance with long-termism.^[36]

We expect that this form of Public Company — one based on Fair Value and that includes shared ownership, meaningful Public governance, and a mission to further the Common Good — may be applied to additional innovations in technology, global healthcare, housing, and energy, among others, all aligned with supporting Maslow needs.

(1) Mayer, Colin. 2018. Prosperity: Better Business Makes the Greater Good. Oxford, England: Oxford University Press.
(2) Calculation of profits must take into account both positive and negative externalities. Positive externalities for software products can include providing greater choice to the user, providing the means for a user to minimize technology interaction, increasing product accessibility (by reducing price), and contributing to a more open, self-sustaining internet model.
‍(3) "This is about measuring profit and income correctly and it is as applicable to human and social capital as it is to natural capital. There should be no gain where it inflicts pain on employees, communities, or future generations. The pain should be borne by the perpetrator, not the victim. Profit should only be acknowledged once it has been corrected for the cost of remedying the pain it has inflicted others, be they suppliers, customers, communities, nations, or the unborn.” – Colin Mayer
‍(4) Polman, Paul and Andrew S., Winston. 2021. Net Positive: How Courageous Companies Thrive By Giving More Than They Take. Boston, Massachusetts, U.S.A.: Harvard Business Review Press.
(5) Gibran, Kahlil. 2020. The Prophet. Alma Classics Evergreens. Richmond, England: Alma Classics.
      “And what is it to work with love? / It is to weave the cloth with threads drawn from your heart, even as if your belovedwere to wear that cloth. / It is to build a house with affection, even as if your beloved were to dwell in that house.”
(6) The words for corporation in numerous languages suggest a nurturing and life-affirming purpose. In Italian, the word compagnia means “sharing bread together”, in Swedish naringslivet means “nourishment for life”, and in Mandarin Chinese shengyi (生意) means “giving meaning to life and vitality.” (Mayer, 2018)
(7) “Right Mind, Pure Heart” [Permission for attribution]
       “A good head and a good heart are always a formidable combination.” – Nelson Mandela
       “Always be kind and true.” – William Noah Allyn
       Haudenosaunee Thanksgiving Address – Mohawk Gathering Address and Blessing
       “Friend so it this way–that is, whatever you do in life, do the very best you can with both your heart and mind, and if you do it that way, the Power of The Universe will come to your assistance, if your heart and mind are in Unity.When one sits in the Hoop Of The People, one must be responsible because All of Creation is related. And the hurt of one is the hurt of all. And the honor of one is the honor of all. And whatever we do affects everything in the Universe. If you do it that way–that is, if you truly join your heart and mind as One– Whatever you ask for, that’s the way it’s going to be. – Pte Ska Win (White Buffalo Calf Woman), Lakota Sioux
‍(8) ”Do unto others as you would have them do unto you” – Confucius
       “Make a difference about something other than yourselves.” – Toni Morrison  
       Tikkun olam is a concept in Judaism referring to various forms of action to repair and improve the world.
       "Business has a soul, it is not a mechanical thing but a living and worthy part of the social organism. It is not an end in itself, but a means to an end and that end is the well being of the whole community.” — Seebohm Rowntree
(9) Wherein life encompasses our collective as humanity and nature, as one.
(10) Median salary may be calculated based on the country of work. Management consultant and educator Peter Drucker believed that the compensation differential between the highest and lowest paid employee in a company should not exceed a multiple of 20X.
‍(11) Business Roundtable. 2019. Statement on the purpose of the corporation. Retrieved from https://www.businessroundtable.org/business-roundtable-redefines-the-purpose-of-a-corporation-to-promote-an-economy-that-serves-all-americans
‍(12) For example, top quartile or decile venture capital fund returns, which generally represent a 4X multiple, or greater, on an investment.
(13) “Whatever you set your mind to do, you always should make the road before you wide open, so that all people may traverse it. If the way is narrow and perilous, so that others cannot go on it, then you yourself will not have any place to set foot either.” – Zhang River Annals as translated by Thomas Cleary
(14) Rawls, John. 1971. A Theory of Justice. Cambridge, Massachusetts, U.S.A.: The Belknap Press of Harvard University Press.
(15) “Take only what you need and leave the land as you found it.” — Arapaho proverb        
        “Communication of the Hearts — Letter to Huanglong Sheng” as translated by Thomas Cleary
(16) “Every human being has the same potential. Whatever makes you feel “I am worthless” is wrong. Absolutely wrong. You are deceiving yourself. We all have the power of thought, so what could possibly be lacking? If you have the willpower then you can do anything.” – The XIV Dalai Lama        
       “Great and Small” by Chuang Tzu as interpreted by Thomas Merton
       “In recognizing the humanity of our fellow beings, we pay ourselves the highest tribute.” – Thurgood Marshall  
       “My humanity is bound up in yours, for we can only be human together.” – Desmond Tutu
(17) Warren, S., & Brandeis, L.. 1890. The Right to Privacy. Cambridge, Massachusetts, U.S.A.: Harvard Law Review, 4, 193-220.  
       “The makers of our Constitution undertook to secure conditions favorable to the pursuit of happiness. They recognized the significance of man's spiritual nature, of his feelings and of his intellect. They knew that only a part of the pain, pleasure and satisfactions of life are to be found in material things. They sought to protect Americans in their beliefs, their thoughts, their emotions and their sensations. They conferred, as against the Government, the right to be let alone – the most comprehensive of rights and the right most valued by civilized men." – Louis Brandeis
(18) Zuboff, Shoshana. 2019. The Age of Surveillance Capitalism. London, England: Profile Books.
        Shoshana Zuboff introduced the term Surveillance Capitalism to describe how many large technology companies collect personal data to sell predictive futures of user behavior (i.e., the ability to predict user actions) or nudge users into taking certain actions (e.g., through advertising). The extent of technology integration in our lives means that the nudges can be incredibly precise, delivered at appropriate times, locations, etc., to be maximally effective at shaping user behavior.
‍(19) Maslow, Abraham H. 1962. Toward a Psychology of Being. Princeton, NJ, USA: Van Nostrand.
‍(20) Deci, E. L., & Ryan, R. M. 1985. Intrinsic motivation and self-determination in human behavior. New York, New York, U.S.A.: Plenum.
(21) Red Hat, Inc. (a subsidiary of IBM) sells the Red Hat Enterprise Linux operating system. Red Hat sponsors the open source Fedora Project, which distributes Fedora Linux, a free-of-cost and permissively licensed alternative to Red Hat Enterprise Linux. Red Hat employees contribute approximately 35% of all Fedora Project open source code.
(22) Masnick, Mike. 2019. Protocols, Not Platforms: A Technological Approach to Free Speech. New York, NY, USA: Knight First Amendment Institute.
‍(23) Newman’s Own Corporation, Novo Nordisk A/S and Novozymes A/S, The Hershey Company (US), Triodos Bank (NL), Robert Bosch GmbH (DE), Patagonia, Inc. (US), The John Lewis Partnership (UK), Investor AB (SE), Rowntree’s (UK), and Cadbury (UK), among others.
(24) A blockholder is often defined as a shareholder with ownership in excess of 25% of the enterprise.
(25) Ury, W. L., Brett, J. M., & Goldberg, S. B. 1988. Getting disputes resolved: Designing systems to cut the costs of conflict. San Francisco, CA, USA: Jossey-Bass.
(26) Since 2009, Danish companies that meet a threshold of assets, revenue or average employee number — whether publicly listed or private — must make public disclosures regarding Corporate Social Responsibility practices. This is also known as the comply-or-explain model.
(27) 17 CFR 240.14a-8 - SEC Shareholder proposals. In 2023, 542 Shareholder Proposals were submitted to U.S. publicly-listed companies under SEC Rule 14a-8.
(28) Berle, Adolph A. 1954. The Twentieth Century Capitalist Revolution. New York, NY, USA: Harcourt, Brace and Company.  
         In Norman Law, the cry of “Haro” from any member of the public required a Duke to listen to a grievance and adjudicate it according to good conscience. The right to Public Proposal can be seen as a cry of “Haro” if any corporate bylaws are broken.
(29) “If you know whence you came, there is really no limit to where you can go.” – James Baldwin  
         “Almost always, the creative dedicated minority has made the world better.” – Martin Luther King, Jr.  
         “A single sunbeam is enough to drive away many shadows.” – St. Thomas Aquinas
(30) Sinclair, A. R. E., and M. Norton-Griffiths, eds. 1995. Serengeti: Dynamics of an Ecosystem. Chicago, Illinois, U.S.A.: University of Chicago Press.
         The psychologist Abraham Maslow posited similar kinds of “keystones”. For example, he noted that replacement of love lacking in an individual’s life can restore psychological wellbeing, just as the replacement of a deficient vitamin can restore physical wellbeing.
(31) “A proper community, we should remember also, is a commonwealth: a place, a resource, an economy. It answers the needs, practical as well as social and spiritual, of its members – among them the need to need one another." – Wendell Berry
(32) “Third places” are social environments other than our homes or places of work. The term was first introduced by sociologist Ray Oldenberg.
‍(33) Omidyar Network. 2020. Reimagining Capitalism. Redwood City, California, U.S.A.
‍(34) Frankl, Viktor E. 1962. Man's Search for Meaning. Boston, Massachusetts, U.S.A.: Beacon Press.
‍(35) Non-profit trusts holding media assets show promise as a model to preserve the autonomy and financial sustainability of local news outlets. (American Academy of Arts and Sciences. 2023. Advancing a People-First Economy. Cambridge, MA, USA: American Academy of Arts and Sciences.)    
      Land trusts, which effectively prevent land from being sold to private interests, also provide a durable mechanism to hold assets for public benefit.  Here, the U1 Trust will hold enterprises and other life-affirming assets in the public’s interest.
‍(36) “He plants trees to benefit another generation.” – George Cadbury
        “In our every deliberation, we must consider the impact of our decisions on the next seven generations.” – Iroquois Maxim