Article I — Purpose and standing.
The Trust Council ("Council") is the governance body of the Master Equation™ chain. It is constituted by this charter and recognized by Conceptual Healthcare Corporation (the "Operator") as the body whose ratification is required for any change to the on-chain rule set, the eight-axis methodology, the Health Credit Receipt schema, or the validator seating policy.
The Council is not a board of directors of the Operator. The Operator's board governs the C-corp; the Council governs the chain. Where the Operator's commercial interest and the chain's integrity diverge, this charter is the instrument of separation.
Article II — Composition.
The Council has thirteen (13) seats:
- Five (5) operator-aligned seats — held by the Operator's CEO, Chief Medical Officer, Chief Patient Officer, General Counsel, and Chief Compliance Officer, ex officio.
- Four (4) validator-institution rotating seats — academic medical centers and integrated delivery networks running a validator node. Two-year staggered terms; current holders are [Phase 2 council seat — vacant], [Phase 2 council seat — vacant], Sample EU Research Hospital, and Kaiser Permanente.
- Two (2) patient-advocacy seats — nominated by the Patient Advisory Caucus, confirmed by simple majority of the seated Council. Three-year terms.
- One (1) regulator-acceptable nominee — a person whose appointment has been formally non-objected to by HHS-OCR or its successor. Five-year term.
- One (1) permanent seat — held by the Office of the Patient Ombudsperson, an independent function inside the Operator that reports to the Council, not to the CEO.
Article III — Term, recall, replacement.
Terms run from the first business day of the calendar quarter following appointment. Validator-institution seats rotate by published schedule; the Council shall not seat two validator seats from the same parent system simultaneously. Any non-operator seat may be recalled by two-thirds vote of seated members for cause, defined as: undisclosed material conflict, breach of fiduciary duty to chain integrity, or conviction of a crime involving dishonesty. Operator-aligned seats are bound to the underlying ex officio role; departure from the role vacates the seat.
Article IV — Reserved powers.
The following actions require Council ratification before they may be effected on the chain:
- Any change to the eight-axis Master Equation™ definition or weighting.
- Any change to the Health Credit Receipt schema (HCR v-line bump).
- Seating, unseating, or replacement of any validator institution.
- Any change to the on-chain rule for what constitutes a "verifiable axis-lift event."
- Any change to this charter (see Article X).
- Any disclosure pause, redaction policy, or governance-log retention change.
The Operator may propose, draft, simulate, and stage any of the above; the Operator may not execute any of the above without Council ratification.
Article V — Voting thresholds.
- Simple majority (7 of 13) for routine matters: meeting agendas, minutes, committee assignments, advisory recommendations.
- Two-thirds (9 of 13) for HCR schema changes, validator seating changes, and recall of a non-operator seat.
- Supermajority (10 of 13) for changes to the Master Equation™ axis definitions or weighting.
- Unanimity (13 of 13) for amendments to Articles II, IV, V, or X of this charter.
Article VI — Operator obligations.
The Operator shall: (a) provide the Council with read access, in real time, to all on-chain proposals, validator state, and dispute queues; (b) execute Council-ratified rule changes within ten (10) business days unless the Council expressly defers; (c) make no public statement on behalf of the Council; and (d) maintain a budget line, separately auditable, for Council operations including independent counsel and technical staff.
Article VII — Disclosure and the governance log.
Every Council vote, every proposal text, every roll call, and every dissent is published to the public governance log within seventy-two (72) hours of the vote. The log is append-only. Redactions are permitted only for personal information of patients or for content that would, if published, materially compromise an active OCR or DOJ investigation; redactions are themselves logged with reason codes.
Article VIII — Conflicts of interest.
Each seated member shall file an annual disclosure naming all employers, paid advisory roles, equity holdings exceeding $50,000 in any healthcare-adjacent entity, and any familial relationships to officers of the Operator or its validator institutions. Members shall recuse from any vote in which they have a direct financial interest. Disclosures are published in the governance log.
Article IX — Compensation and expenses.
Operator-aligned seats receive no incremental compensation for Council service. Non-operator seats receive a meeting fee of $4,000 per seated meeting and reasonable travel reimbursement; validator-institution seats may direct their fee to the institution. The Operator shall fund a Council operating budget of not less than $1.8 million per fiscal year, reviewed annually.
Article X — Amendment and ratification.
This charter may be amended only by unanimous vote of the seated Council, with at least thirty (30) days of public comment between proposal and vote. Amendments take effect upon publication to the governance log and ratification by the Operator's board. The current version, v3.2, was ratified 2025-08-14; the redline against v3.1 is preserved on the chain.