Two governance bodies. Different jobs.
Board governs the company. Council governs the chain.
A common question we get: "doesn't the operator just rewrite anything it wants?" No — and the structural reason is that two distinct governance bodies sit between us and the things we'd otherwise be tempted to change.
| Board of Directors | Trust Council | |
|---|---|---|
| What it governs | The C-corp — capital, officers, M&A, filings | The chain — consensus, validators, privacy, mints |
| Composition | 9 seats authorized: today 2 founders seated; 5 independent + 2 investor seats reserved (activate post-funding) | 13 seats: 5 operator, 4 validator-rotating, 2 patient-advocacy, 1 regulator nominee, 1 ethics |
| Operator majority? | No — 5 independents is majority | No — 5 of 13 is the operator cap |
| Threshold | Simple majority for most matters; supermajority for charter amendments | 9-of-13 for most; 11-of-13 for privacy weakening & consensus changes |
| Cadence | Quarterly minimum; ad-hoc for material matters | Monthly motions cycle; ad-hoc for reversals |
| Public log? | Board minutes summaries on disclosures page (SEC filings activate post-funding) | Full on-chain governance log |
| Can it fire an officer? | Yes | No |
| Can it reverse a chain event? | No | Yes (9-of-13) |
| Can it change Council composition? | No | Yes (11-of-13) |
Why the split
Investors and patients have different jobs.
Investor-aligned directors should govern capital allocation, risk, and the C-corp's commercial trajectory. They should not be the body that decides whether a patient's data is reidentifiable — that's a different domain, requires different expertise, and answers to a different stakeholder.
The Council is the body where patient advocates, validator institutions, and a regulator-acceptable nominee sit alongside the operator. The Board is the body where investors and independents govern the company. Neither can override the other on the other's domain.
Acquisition scenario
If the operator were sold, the chain would not transfer.
The Trust Council charter is a separate legal instrument from the C-corp's operating agreement. The chain's validators are 11 independent institutions; the Council's 13 seats are filled by independent processes. An acquirer of Conceptual Healthcare Corporation would acquire the operator's properties, employment relationships, IP, and one of 11 validator seats.
An acquirer would not acquire control of the chain. To take chain governance, an acquirer would have to convince 9 of 13 Council seats to amend the charter — a public, deliberative process with a 120-day notice period and an audit re-issue. We did not have to construct it this way; we did because the alternative is worse.