charter
The Charter of the Ruck Stewardship Trust governs how the Trust operates: how its stewards are selected, how decisions are made, and how it exercises its role as the independent holder of the Golden Share.
The Charter governs how the Ruck Stewardship Trust operates: how its stewards are selected, how decisions are made, and how it exercises its role as the independent holder of the Golden Share.
It is separate from Ruck’s constitution. The constitution (the Protected Principles, written into the Articles of Association) sets out what the company must and must not do. The Charter governs the Trust itself: the independent body whose sole job is to hold the veto over changes to that constitution.
the trust hasn’t been established yet
The Articles of Association require the Founder to transfer the Golden Share to the Ruck Stewardship Trust upon the Trust’s formal establishment. That process is underway.
Until the Trust is established, the Golden Share is held by the Founder. The same entrenched protections apply: the Founder cannot amend the constitution, cannot weaken the Golden Share’s veto rights, and cannot change the Articles to undo any of this without satisfying two conditions required under UK company law: written consent from the Golden Shareholder, and a special resolution of ordinary shareholders.
The Charter will be published once the Trust is formally established.
what the charter will cover
When published, the Charter will govern the Trust’s internal operations. Its purpose is to ensure the Trust itself operates with integrity.
It will set out:
Steward selection. How stewards are appointed: the criteria (independence from Ruck, commitment to LGBT+ rights and ethical technology), the process, and who has a say.
Decision-making. How the Trust reaches decisions when a veto trigger notice arrives. The Articles give the Trust 21 days to respond to any proposed change; the Charter will set out how stewards deliberate and vote within that window.
Rotation. How and when stewards rotate, to prevent any one person or group from becoming entrenched in the role.
Conflicts of interest. How stewards disclose and manage any situation where their personal interests might affect their judgment.
Reporting. The Trust will publish an annual report on how it exercised, or declined to exercise, its veto rights during the preceding year.
Succession. What happens if a steward leaves, and the process for identifying a successor stewardship body if the Trust itself is ever dissolved.