the charter

The full governing document of the Ruck Foundation, in draft: what the Foundation is, who the Stewards are, how they are chosen and removed, how they decide, and how the Charter is protected from being watered down.

This is a draft, open for comment. It is not yet in force. The Ruck Foundation is not yet formed, and the Golden Share is currently held by Ruck’s founder while the independent structure is put in place. We are publishing this Charter in draft on purpose, because we want it scrutinised before it is finalised. The specific figures in it (time periods, terms and thresholds) are our current working numbers and are still being confirmed with our lawyers. Where this Charter and Ruck’s Articles of Association ever differ, the Articles govern. If you can see a way this could be gamed, weakened or improved, email us at contact@ruck.social.

Preamble

Ruck exists to be a safe, ethical and inclusive space for LGBT+ people to connect, without exploitation, manipulation, or degradation of the experience. Ruck Social Ltd is the business that owns and operates the app. The Ruck Foundation exists for one reason: to hold the Golden Share of Ruck Social Ltd and to use it, or withhold it, so that the promises Ruck has made to its users cannot be taken away by the founder, or any future owner or board.

The Foundation does not run the app; it guards a small number of commitments, the Protected Principles, on behalf of the community that uses Ruck. This Charter sets out what the Foundation is, who the Stewards are, how they are chosen and removed, how they decide, and how this Charter is protected against being watered down, including by the Foundation’s own future members.

Part 1 — The Foundation

1.1 Name. The body is the Ruck Foundation (the “Foundation”). We intend to form it as a community interest company (CIC), which would make its registered legal name Ruck Foundation CIC.

1.2 Legal form and asset lock. The Foundation is intended to be a community interest company limited by guarantee, incorporated in England and Wales, or, if that route is not available, an equivalent independent non-profit carrying the same asset lock. It is an independent non-profit with perpetual succession, able to hold property and to sue and be sued in its own name. It is subject to a statutory asset lock: its assets, including the Golden Share, may never be distributed for private benefit, and may pass only to another asset-locked, mission-aligned body.

1.3 Sole purpose. The Foundation’s only object is to hold the Golden Share of Ruck Social Ltd and to exercise, or refrain from exercising, the rights attaching to it in order to uphold the Protected Principles for the benefit of the LGBT+ community that uses Ruck. Ruck is its sole focus, and it carries on no other business. In future the same Foundation could hold golden shares for other mission-aligned organisations, guarding each one’s promises on the same basis, and never in a way that weakens its protection of Ruck.

1.4 What the Foundation cannot do. The Foundation does not involve itself in the ordinary running of Ruck Social Ltd; its rights bite only on the Reserved Matters. It is a single-purpose gatekeeper, not a board, not a co-owner, and not shadow management. Its consent is not required for, and it has no say in: the pricing of premium features (provided the essentials stay free and pricing is not manipulative); product, design and feature launches; hiring, pay and organisation; marketing and partnerships; fundraising, borrowing and the ordinary issue of shares (a change of control excepted); and appointing or removing the company’s directors and management. The Golden Share carries no economic rights, so the Foundation can never take money out of the company. This mirrors Article 8.3 of the Ruck Articles.

1.5 Relationship to the Ruck Articles. This Charter operates alongside the amended Articles of Association of Ruck Social Ltd. The Golden Share, the Reserved Matters, the Protected Principles and the entrenchment have the meanings given in those Articles. This Charter may strengthen but never weaken those protections.

Part 2 — The Protected Principles (the Constitution)

2.1 The Foundation exists to uphold the eight Protected Principles entrenched in the Ruck Articles. In user-facing materials they are called the Constitution; “Protected Principles” is the legal term. They are the standard against which every decision of the Foundation is measured, and are set out in full on the Constitution page of this site and in Schedule 1 of the Ruck Articles:

A safe, ethical, inclusive space, users at the centre.
User data never sold, licensed or shared for commercial purposes; only what is necessary is collected.
The essentials (profile, nearby browsing, messaging) free, always.
Fair pricing: no dynamic pricing by location, device or behaviour; no coercive degradation of the free experience.
Advertising, if any, clearly marked, non-invasive, never targeted on sensitive characteristics.
Anonymity protected: no forced linking of external accounts; meaningful user control.
Transparency: annual reporting; prompt disclosure of material failures.
Ethical exit: on closure, secure deletion or consented transfer; on a sale, the Golden Share and its protections preserved.

2.2 The Stewards owe their primary duty to these Principles and to the users they protect, not to the commercial interests of Ruck Social Ltd or its investors.

3.1 The instrument. The Foundation holds the single Golden Share of Ruck Social Ltd. It carries a veto over the Reserved Matters and nothing else: no economic rights, no general voting rights. It cannot be sold, pledged or encumbered, and can only ever be transferred onward to a qualifying successor guardian.

3.2 Two kinds of Reserved Matter. The Reserved Matters fall into two groups, treated differently:

(a) Refuse. Selling, sharing or monetising user data; paywalling the essentials; manipulative or unfair pricing; targeting advertising on sensitive characteristics; removing anonymity protections; and any change that weakens the Protected Principles, the Golden Share, or the Reserved Matters. For these the Foundation’s role is to refuse consent. Consent may never be given in a way that erodes a Protected Principle, and any relaxation can only ever happen, if at all, through the full amendment process in Part 10, never as an ordinary consent.

(b) Allow only on conditions. Selling or transferring the business (the Ruck Undertaking) to another company, and winding it down. For these, consent may be given, but only on the conditions in 3.3 and 3.4.

3.3 Selling the business. The constitution and the Golden Share bind Ruck Social Ltd whoever owns its shares, so an ordinary sale of shares, even one that changes who controls the company, does not need the Foundation’s consent and does not weaken these protections: a new owner inherits every rule and the veto intact. What needs consent is a sale or transfer of the business itself (the Ruck Undertaking) to another company, a merger, or a restructuring that would move the Undertaking, or control of it, out of the locked entity (see 3.7). For those, consent is not to be unreasonably withheld where the receiving entity is legally bound to honour the Protected Principles and to carry equivalent protections on terms no less protective than the Ruck Articles. The Foundation, not the company’s board, judges whether those commitments are adequate.

3.4 Winding down. Consent to a winding up is given where provision is made for user data to be securely deleted, or transferred only with each affected user’s explicit consent to a successor committed to the Protected Principles. Sensitive personal data is never inherited by a buyer. This is the only condition the Foundation places on a closure.

3.5 Default posture. Where the Stewards do not reach a decision, the outcome is refusal. On the conditional matters, failure to reach the required supermajority to grant consent means consent is not given. Silence and deadlock protect the mission.

3.6 Reasoned decisions. Every exercise or withholding of the veto is recorded with reasons in the minutes and reported in the annual report, so the community and any court can see the basis on which the Foundation acted.

3.7 The protections follow the business. The veto follows the Ruck Undertaking (the app, code, user data, brand and users) wherever it is held. Transferring it out of Ruck Social Ltd, placing it under a company not bound by the Golden Share, inserting a holding company above Ruck, moving it offshore, or licensing the Ruck brand to an unbound party are all Reserved Matters requiring consent, as is any arrangement whose purpose or effect is to reach a blocked outcome without consent. Ordinary dealing in shares is not restricted. This mirrors Article 8A of the Ruck Articles.

Part 4 — The Stewards

4.1 Composition. The Foundation is governed by a board of five Stewards, which may be increased to seven through the amendment process in Part 10. An odd number is kept so votes resolve.

4.2 The seats. Of the five, four are general Steward seats and one is an Expertise seat, co-opted by the sitting Stewards for a specific skill the board needs to judge a Reserved Matter (for example UK company or data-protection law, LGBT+ community leadership, or trust and safety). All seats are held by individuals, in a personal capacity.

4.3 Eligibility. A Steward must be an individual who:

(a) is committed to LGBT+ rights, ethical technology, and user protection; (b) has no financial stake in Ruck Social Ltd, meaning no shares, options or economic interest (holding the Golden Share on behalf of the Foundation does not count); (c) is not, and has not recently been, in a paid business relationship with Ruck Social Ltd or its investors, such as a supplier, adviser, contractor, employee, lender or investor. Being an ordinary user of Ruck does not count; (d) is not a director, officer or controlling shareholder of Ruck Social Ltd; and (e) is able to act independently and in good faith in the interests of the Protected Principles.

The full eligibility and conflicts code will be set out in a schedule to this Charter.

4.4 Duties. Each Steward must act honestly, in good faith, with reasonable care, and in what they consider most likely to uphold the Protected Principles. Stewards must declare conflicts, recuse themselves where conflicted, and keep the Foundation’s affairs confidential except where this Charter requires transparency.

4.5 Conflicts register and re-attestation. Each Steward completes a declaration of interests on appointment and re-affirms their independence and interests at least annually. The Foundation maintains a conflicts register, summarised in the annual report. A Steward who acquires a disqualifying interest must declare it at once and vacate the seat.

4.6 No delegation of the veto. The decision to grant or withhold consent to a Reserved Matter may not be delegated to any committee, officer or third party, except through the expedited procedure in Part 7.

Part 5 — How Stewards are appointed

5.1 How Stewards are appointed. The Foundation appoints its own Stewards, against the published eligibility criteria and under the guardrails in Part 6: fixed staggered terms, term limits, the independence and conflicts code, transparency, and removal for cause.

5.2 The first board. The first cohort of Stewards is seeded by the Founder during the custodial phase (Part 8). Thereafter, the sitting Stewards appoint successors against the published eligibility criteria, through a nominations process. The Expertise seat is co-opted by the sitting Stewards against published skills criteria. An appointment or co-option requires the support of a supermajority of the Stewards then in office, taken at a meeting for which every Steward received actual notice and at which a majority of Stewards are present. Appointments and co-options may not be made on the expedited short-notice procedure.

5.3 Published criteria and transparency. The Foundation publishes the eligibility criteria and, for each appointment, the name and relevant background of the person appointed and the reasons for the choice. Legitimacy rests on this transparency.

5.4 User objection channel. Before any appointment is finalised, the Foundation publishes the proposed Steward’s name and background and opens a 21-day window through which any user or member of the public may raise a substantiated concern, for example an undisclosed conflict or a safeguarding issue. Objections are considered by the Stewards, who may pause or reverse the appointment.

Part 6 — Terms, rotation, removal and vacancies

6.1 Term. A Steward serves a term of three years.

6.2 Staggering. Terms are staggered so that, as nearly as practicable, no more than a third of the board turns over in any year (roughly a 2 / 2 / 1 pattern across five seats). The first cohort draws lots for initial terms of one, two and three years to establish the stagger. No single cohort ever controls the whole board.

6.3 Term limits. A Steward may serve a maximum of two consecutive three-year terms, after which a gap of at least one full term is required before re-appointment.

6.4 Removal for cause. A Steward may be removed before the end of their term only for cause: material breach of duty, an undisclosed disqualifying conflict, incapacity, conviction of a relevant offence, or conduct seriously damaging to the Foundation or its mission. Removal requires a supermajority of the other Stewards, with written reasons, proper notice and a fair opportunity to respond.

6.5 No self-protective or entrenching vote. No Steward may use the Golden Share veto, a vote on the appointment, co-option or removal of Stewards, a vote on any amendment of this Charter, or any other Foundation power, to prevent their own removal, extend their own term, or entrench their own cohort. A vote cast in breach of this rule is void.

6.6 Vacancies and interim appointments. A vacancy is filled by the sitting Stewards as soon as practicable. Where a vacancy would leave the board below the quorum needed to function, the sitting Stewards may make a time-limited interim appointment of an eligible person to preserve the veto. An interim Steward may withhold consent to any Reserved Matter but may not vote to grant consent to any Reserved Matter, serves for a limited period only, and must be confirmed through the full appointment process (Part 5) in order to continue.

Part 7 — Meetings, quorum and decisions

7.1 Meetings. The Stewards meet at least quarterly, and otherwise as needed, in person or by video, and may decide by written or electronic resolution. Ordinary meetings require at least 14 days’ notice.

7.2 Quorum. The quorum for a decision on a Reserved Matter is at least three Stewards, a majority of whom are not the Expertise co-optee. Conflicted or recused Stewards do not count towards quorum for the item they are recused from.

7.3 Voting thresholds.

Ordinary Foundation business: simple majority of those present and voting.
Granting consent to a conditional Reserved Matter (a business sale, or winding up): a supermajority of at least four of five Stewards (or five of seven). A high bar to permit a mission-sensitive action.
Withholding consent: reached by simple majority, and reached by default where the grant supermajority is not achieved.
Amending the mission-critical clauses: the special process in Part 10.

7.4 Ties. The Head Steward has no casting vote on any Reserved Matter, nor on the appointment, co-option or removal of Stewards, nor on any amendment of this Charter. A tie means the supermajority to grant is not reached, so consent is refused. The safe, mission-protecting outcome is the default whenever the board is evenly split.

7.5 The Head Steward. The Stewards elect a Head Steward from among themselves for a two-year term, renewable once. The Head Steward chairs meetings and runs the appointment process, and holds no casting vote on a Reserved Matter.

7.6 Expedited procedure. Where the response window for a possible Reserved Matter is short, the Head Steward may convene an emergency meeting on 72 hours’ notice, and the Stewards may decide by electronic resolution. A standing deputy nominated in advance by each Steward may act if that Steward is unreachable. The elevated thresholds still apply, so nothing is consented to on a lower bar merely because it is urgent.

7.7 Anti-deadlock release valve. Because silence and deadlock default to refusal, the Charter must stop a vacant or dysfunctional board freezing the company forever. So: each Steward nominates a standing deputy; repeated non-attendance permits a reduced quorum at the reconvened meeting; persistent non-response is grounds for removal; and if the board cannot reach quorum for two consecutive properly-convened Reserved-Matter meetings, the sitting Stewards must appoint interim Stewards to restore a functioning board; and if no Stewards remain able to act, the Foundation is treated as unable to function and the succession and backstop route in Part 13 applies. This valve can never be used to manufacture consent: a reduced or interim board may withhold consent to any Reserved Matter but may not grant consent to any Reserved Matter (Article 8.1(a) to (i)).

7.8 Minutes. Every decision on a Reserved Matter, with reasons, the vote and any recusals, is minuted, retained, and summarised in the annual report.

Part 8 — The custodial phase and the Founder’s exit

8.1 The Founder as convenor. On formation, the Founder, Ross Britten, acts as Founder Custodian: he recruits and appoints the first five Stewards, runs the first objection process, and hands over. He does not hold a Steward seat at any point. He cannot, because his Ruck equity fails the independence test in 4.3. During this phase he holds the Golden Share and the ordinary shares, which is all the control he needs to bootstrap the board.

8.2 The milestone. The custodial phase ends automatically once the first full board is seated (all five Stewards appointed) and has elected its first Head Steward. At that point the Founder transfers the Golden Share to the Foundation and steps out entirely.

8.3 The long-stop. The first board must be seated within 18 months of the Foundation being formed. If it is not, the Founder’s custodial powers lapse regardless, and the succession and backstop provisions (Part 13), together with the transfer long-stop in the Ruck Articles (Article 18.2), govern who holds and exercises the Golden Share pending a functioning board.

8.4 Full exit, no self-protective veto. The Founder leaves the Foundation completely at handover, not converting to a Steward seat. He may not use any Foundation power to extend the custodial phase or block the handover.

8.5 Conflicts during the custodial phase. While the Founder holds both an interest in Ruck and the custodial role, he must act only to constitute an independent board, and may not use the custodial role to pre-commit the Foundation on any Reserved Matter.

Part 9 — Sale and shutdown

9.1 The Foundation’s role. The Foundation guards the promises, not Ruck’s continued existence. On a sale, it ensures the promises bind whoever takes over. On a closure, it ensures user data is handled safely. It does not decide whether Ruck keeps operating.

9.2 On a sale. A sale of shares carries the lock with it and needs no consent: the buyer takes the company bound by the promises, and the Foundation keeps the Golden Share and its veto over the new owner. The Golden Share never passes to a buyer. A sale or transfer of the business to another company needs consent, given only where that company is bound to the promises (Part 3.3). A buyer who keeps Ruck running is bound by the promises; a buyer who winds it down must handle user data safely (Part 3.4).

9.3 On insolvency. If Ruck becomes insolvent, an administrator’s duties run to its creditors, and the veto has little force in that setting. The protections that remain are the data-deletion obligation and data-protection law, which apply whoever controls the company.

Part 10 — Protecting this Charter (the amendment lock)

10.1 Asymmetric amendment. Administrative machinery (meeting logistics, notice periods, reporting templates and the like) may be amended by a supermajority of the Stewards. The mission-critical clauses (Part 2 the Principles, Part 3 the veto and its posture, Part 5 the independence of appointment, Part 6 the guardrails, Part 8 the Founder’s exit, and this Part 10) may be amended only through the special process in 10.2. For the avoidance of doubt, the appointment and removal thresholds, the quorum for appointments and for Reserved Matters, the staggering and term limits, and the user objection window are mission-critical and are not administrative machinery.

10.2 The special process. A mission-critical amendment requires a supermajority of at least four of five (or five of seven) Stewards, and may not reduce protection below the floor set by the entrenched provisions of the Ruck Articles. Any amendment that would do so is void.

10.3 Guarding against erosion. These protections, the asset lock, staggered terms so no cohort controls the board, transparency, and the floor set by the Ruck Articles, are designed to make any erosion of the mission slow, visible and hard to coordinate.

10.4 No weakening of the Ruck Articles. Nothing in this Charter may be used to consent to, or bring about, any weakening of the entrenched Protected Principles, Golden Share rights, or Reserved Matters in the Ruck Articles, except through the entrenchment process in those Articles, which itself requires the Golden Shareholder’s genuine, given consent.

Part 11 — Oversight, inspection and transparency

11.1 Standing powers. The Foundation has the following standing powers to detect and prove a breach of the Protected Principles. They are described at the level of principle; the operational detail is a matter for board policy, not this Charter.

Information rights: to demand from Ruck Social Ltd whatever the Foundation reasonably needs to judge whether an action is a Reserved Matter or a breach. An unreasonable refusal is itself a warning sign that may trigger escalation.
Attestation: the directors of Ruck Social Ltd periodically confirm in writing that the Protected Principles are being kept. A false attestation is a documented breach of duty.
Disclosure: Ruck shares its data-processing records and flags material changes.
Insider and community reporting: a protected, confidential channel through which staff, users, researchers or others may report a suspected breach.
Independent inspection: on a credible signal, the Foundation may appoint an independent expert to establish the facts.
Data-flow audit: the right to require, and for the company to permit, an independent audit of its data flows and the third parties to which user data is disclosed, at least annually and whenever there is reasonable ground to suspect a breach. This is a right to check, not a Foundation engineering function.

11.2 The escalation ladder. Where a breach is found: query it with the company; assert that the action, taken without consent, is void; seek an injunction and a declaration from the court (the Articles are a statutory contract the Foundation can enforce as a member); and pursue the directors’ personal exposure, since their duty is tied to the Protected Principles. Because voidness undoes the legal effect of an act but not its real-world consequences, detection matters most: the earlier a breach is caught, the more the veto can actually prevent.

11.3 Annual report. The Foundation publishes an annual report on how it exercised or withheld the veto, the state of compliance against each Principle, its own governance (appointments, rotations, conflicts), and its funding. This meets the Foundation’s CIC reporting duties and complements Ruck’s own annual report.

Part 12 — Enforcement funding

12.1 The principle. A veto with no money behind it is paper. The Foundation must be able to act, including against Ruck Social Ltd, without depending on the company releasing funds at the moment it is motivated not to.

12.2 How it is funded. The Foundation holds no endowment. Its costs are met as follows:

Ruck Social Ltd covers the Foundation’s running costs (administration, the annual report, reasonable Steward expenses) under a Services and Costs Undertaking. Stewards are volunteers, reimbursed expenses only.
Ruck covers the Foundation’s enforcement costs, including action against Ruck itself, under a Costs Indemnity, subject to a good-faith and independent-counsel guardrail.
For a major adversarial claim, the Foundation uses third-party litigation funding and after-the-event insurance. This is non-recourse and independent of the company, so it works even against a hostile or insolvent Ruck.
The Foundation may indemnify and insure the Stewards against personal exposure for acting in good faith.

12.3 At the raise. A security charge and, if wanted, a funded reserve are revisited at Ruck’s fundraising, when there are assets worth charging and investor terms are being set. Until then, the enforcement obligations are company promises backed by external litigation funding.

12.4 Guardrail against abuse. Any funded action must be reasonable, proportionate and in good faith, and litigation is supported by a short independent-counsel opinion that the action is properly arguable. This protects Ruck from a captured or reckless board while keeping the enforcement power real.

Part 13 — Succession and dissolution of the Foundation

13.1 Succession of the Golden Share. If the Foundation is dissolved, ceases to exist, or becomes unable to function, the Golden Share passes to a successor guardian that is an independent non-profit, has governance substantially equivalent to this Charter, and has committed in its constitution to the Protected Principles.

13.2 Backstop holder. If no qualifying successor can be found within 12 months, the Golden Share is held by a pre-nominated professional trustee (a trust corporation, or a solicitor of at least ten years’ standing) on the terms of the Ruck Articles, pending a successor. Failing a pre-nominated trustee, the directors appoint one; failing that, any director or the last-serving Steward may apply to the court. A backstop holder may withhold consent to any Reserved Matter but may not grant consent to any Reserved Matter (Article 8.1(a) to (i) inclusive).

13.3 Asset lock on dissolution. On dissolution, any remaining assets pass only to another asset-locked, mission-aligned body, never for private benefit.

Schedules

The full detail behind this Charter will be set out in schedules covering the Protected Principles, the Reserved Matters and how they are treated, the eligibility and conflicts code, and the meeting and decision rules. These are being drafted and will be published here as they are ready. The plain-language pages of this site summarise this Charter in everyday language.

Tell us where we’re wrong

This is a working draft, and we are taking it to specialist lawyers to sharpen it further. More eyes make it stronger. If you can find a hole, a loophole, or a better way to do any of this, email us at contact@ruck.social.