ARTICLES OF INCORPORATION

DRAFT: The Forum Data-Cooperative, Maine Branch

Organized Under Title 13, Chapter 85, Maine Revised Statutes

The undersigned, acting as incorporators of a cooperative association under the laws of the State of Maine, hereby adopt the following Articles of Incorporation:

Article I: Name

The name of the association is The Forum Data Cooperative Association (hereinafter referred to as "the Association"). The Association is organized and shall operate exclusively as a cooperative association pursuant to Title 13, Chapter 85 of the Maine Revised Statutes, and not as a limited liability company or any other form of entity. Any reference in ancillary documents or prior drafts to the Association as a "specialized LLC" or similar formulation is superseded by this Article.

Article II: Purpose

The Association is organized on a cooperative basis for the mutual benefit of its members. The specific primary purposes are:

  1. To provide a sovereign, non-custodial data feedback network for civic engagement, enabling members to contribute anonymized and encrypted civic data for aggregation into community intelligence reports.
  2. To act as a fiduciary for member-contributed data while ensuring that legal ownership and individual control of each member's underlying data remains exclusively with the contributing member at all times, including after aggregation.
  3. To create, curate, and license aggregated civic intelligence reports in a cooperative marketplace, distributing net licensing revenues to participating member-contributors as patronage dividends in perpetuity.
  4. To engage in any lawful act or activity for which cooperative associations may be organized under Title 13, Chapter 85 of the Maine Revised Statutes.

Article III: Duration

The period of duration of the Association shall be perpetual.

Article IV: Registered Agent and Office

The name and address of the Association's registered agent in the State of Maine is:

  • Name: Maine Registered Agent LLC
  • CRA Number: 619565
  • Physical Address: [Insert Address Provided by Agent]
  • Mailing Address: [Insert Address Provided by Agent]

Article V: Membership and Capital Stock

5.1 — Authorized Shares

[1,000,000] Membership Shares are authorized with a par value of $1.00 per share. Membership Shares represent participation rights in the cooperative and do not constitute an investment security or a claim on member-contributed data.

5.2 — Voting Rights

Voting power is vested in the members on a one-member, one-vote basis regardless of the number of Membership Shares held. No member may cast more than one vote on any matter properly before the membership.

5.3 — Non-Custodial Fiduciary Clause

Possession of Membership Shares, membership in the Association, or participation in any cooperative program does not transfer, assign, or grant to the Association any ownership interest in a member's personal data, raw contributions, or underlying source information. The Association acts strictly as a non-custodial fiduciary. The Association's role is limited to: (a) receiving encrypted data contributions for aggregation purposes; (b) wiping raw encrypted contributions following confirmed aggregation; and (c) licensing the resulting aggregated reports as provided in Article VIII.

Article VI: Distribution of Earnings (Patronage)

Net earnings of the Association shall be apportioned and distributed in the following order of priority:

6.1 — Operating Expenses

Payment of all technical, administrative, legal, and operational costs of the Association, including but not limited to network infrastructure, security auditing, registered agent fees, and director compensation as authorized by the Board.

6.2 — Reserves

A reserve fund, in an amount determined annually by the Board of Directors but not to exceed thirty percent (30%) of net earnings in any fiscal year, shall be set aside for hardware upgrades, cybersecurity improvements, cryptographic infrastructure, and research and development. Unused reserves shall roll forward and not be redistributed without a vote of the membership.

6.3 — Patronage Dividends

Remaining surplus, after satisfaction of Sections 6.1 and 6.2, shall be distributed to members as patronage dividends. Patronage is defined as the volume and verified quality of data contribution and network participation attributed to each member within the period corresponding to a licensed report. Members retain a right to patronage dividends from any report in which they participated, in perpetuity, for so long as that report generates licensing revenue.

Article VII: Member Data Rights and Report Lifecycle

This Article governs the lifecycle of member-contributed data and the rights of the parties with respect to aggregated reports. These provisions reflect the core fiduciary and non-custodial commitments of the Association.

7.1 — Data Contribution and Erasure

Upon submission of a data contribution, the Association shall process and encrypt member data for inclusion in an aggregated report. Upon confirmed aggregation, the Association shall permanently and verifiably wipe all raw member data from its systems. The Association shall provide each participating member with a notification to their personal data pod confirming that their raw contribution has been deleted.

7.2 — Aggregated Report Cooldown and Review Period

Following the completion of an aggregated report, a mandatory review period of not less than seven (7) days shall commence before the report may be listed in the cooperative marketplace. During this period, the report shall be made available exclusively to participating members for review and, if applicable, contestation under Section 7.3. The duration of the review period may be extended by the Board but shall not be shortened below seven (7) days under any circumstances.

7.3 — Member Contestation and ZKP Verification

Any participating member may contest the accuracy of an aggregated report during the review period. To initiate a contest, a member must present a valid Zero-Knowledge Proof (ZKP) cryptographically confirming their participation in the underlying survey without disclosing their identity or individual data contribution. The ZKP system shall be maintained by the Association to ensure anonymous participation confirmation.

If the number of valid contests received during the review period meets or exceeds the Contestation Threshold, as defined in Section 7.4, a formal invalidation vote shall be triggered.

7.4 — Contestation and Invalidation Thresholds

The Contestation Threshold and Invalidation Supermajority required to trigger and sustain a vote to invalidate a report shall be established by the initial Board of Directors within ninety (90) days of the Association's formation, subject to the following mandatory constraints:

  1. The Contestation Threshold (the percentage of participating members who must submit valid contests to trigger an invalidation vote) shall be set at not less than fifteen percent (15%) and not more than thirty-five percent (35%) of confirmed participants in the relevant report.
  2. The Quorum Requirement for an invalidation vote shall be not less than fifty percent (50%) of confirmed participants eligible to vote.
  3. The Invalidation Supermajority (the percentage of voting members who must vote to invalidate) shall be set at not less than sixty percent (60%) and not more than eighty percent (80%) of participating voters.

7.5 — Outcome of Invalidation Vote

If a valid invalidation vote results in a supermajority in favor of invalidation, the report shall be dismissed, removed from the marketplace queue, and returned to the survey pool for redesign or reissuance. No patronage dividends shall be distributed for an invalidated report.

If a valid invalidation vote fails to achieve the required supermajority, or if no contestation threshold is met during the review period, the report shall be cleared for listing in the cooperative marketplace under Article VIII.

Article VIII: Cooperative Marketplace and Report Licensing

8.1 — Nature of Marketplace Transactions

The Association operates a cooperative marketplace through which aggregated civic intelligence reports are made available to qualified buyers, which may include government agencies, academic institutions, nonprofit advocacy organizations, civic technology firms, and other entities as determined by the Board. All marketplace transactions shall be structured as limited, non-exclusive licenses to use the aggregated report for specified purposes.

For the avoidance of doubt: (a) no marketplace transaction transfers ownership of any member's underlying data; (b) no marketplace transaction transfers ownership of the aggregated report itself; and (c) buyers receive only a license to use the report as delivered, subject to terms set by the Association. The Association retains all rights in and to the aggregated report as a licensed work product, as trustee for the benefit of participating members.

8.2 — License Terms and Use Restrictions

Each report license agreement shall specify: (a) the permitted use cases and prohibited uses; (b) the term of the license, which may be perpetual or time-limited; (c) geographic or sectoral scope restrictions, if any; (d) prohibition on sublicensing or resale without Association consent; and (e) any attribution requirements. The Board shall adopt a standard form license agreement to be used for marketplace transactions, with material deviations requiring Board approval.

8.3 — Perpetual Patronage Dividends

For each marketplace license sale of a report, net licensing revenue (after deduction of operating costs and reserves attributable to that report under Article VI) shall be distributed to participating members as patronage dividends. This obligation is perpetual: so long as a report generates licensing revenue, the Association shall distribute proportional dividends to the members who participated in that report, regardless of whether those members remain active in the Association at the time of distribution.

The Association shall maintain verifiable records linking each report to its confirmed participant set, sufficient to fulfill this perpetual distribution obligation.

8.4 — Political Campaign Access: Restricted License Class

Political candidate campaigns, political action committees, and party committees (collectively, "Campaign Buyers") constitute a separate and restricted license class, subject exclusively to the terms of this Section. In any conflict between this Section and any other provision of these Articles or the Bylaws, this Section controls with respect to Campaign Buyers.

8.4.1 — Eligibility and Pre-Purchase Verification

Before any license may be issued to a Campaign Buyer, the following conditions must be satisfied and documented in the Association's permanent records:

  1. The Campaign Buyer must be a legally registered candidate committee, political action committee, or party committee in good standing with the relevant election authority. The Association shall independently verify registration status and shall not rely solely on self-certification.
  2. The Campaign Buyer's designated signatory must be the campaign treasurer or equivalent officer of record with the relevant election authority. No proxy, consultant, vendor, or agent may execute a Campaign Buyer license on behalf of a Campaign Buyer. The signatory assumes personal liability as provided in Section 8.4.6.
  3. The Campaign Buyer must disclose, at time of application, all political consultants, data vendors, advertising agencies, and technology contractors currently under contract with the campaign. This disclosure list shall be incorporated by reference into the license agreement and updated within five (5) business days of any change. Engagement of an undisclosed contractor constitutes a material breach.

8.4.2 — Temporal Blackout

No Campaign Buyer may purchase, receive, or access any report during the period beginning ninety (90) days before any election in which that Campaign Buyer's candidate or committee is a participating party and ending thirty (30) days after that election. This blackout is absolute and non-waivable by the Board.

Reports purchased outside the blackout window may not be accessed, referenced, or acted upon during the blackout period. The Association shall implement technical access controls to enforce this restriction and shall suspend Campaign Buyer portal access automatically upon commencement of any applicable blackout window.

For Campaign Buyers active in staggered or overlapping election cycles, the most restrictive applicable blackout window controls.

8.4.3 — Permitted Uses

Campaign Buyers may use licensed reports solely for the following internal, non-public purposes:

  1. Internal policy development and platform construction by the candidate or committee's own staff.
  2. Constituent needs analysis conducted entirely within the campaign's internal operations.
  3. Good-faith research to understand community priorities for the purpose of developing responsive policy positions.

No other use is permitted. Permitted uses are to be construed narrowly. Any use not expressly listed in this Section is prohibited.

8.4.4 — Prohibited Uses

The following uses are expressly prohibited and constitute material breach regardless of intent or awareness:

  1. Voter targeting, audience segmentation, microtargeting, behavioral profiling, or any use of report data to identify, categorize, or prioritize individual or group voter contact.
  2. Advertising optimization, message testing, creative development, or any use in connection with paid or earned media of any kind.
  3. Opposition research, vulnerability analysis, or any use intended to characterize, attack, or contrast an opposing candidate, party, or policy position.
  4. Voter suppression, demobilization strategy, or any use intended to reduce civic participation of any community or group.
  5. Disclosure, quotation, paraphrase, summary, or characterization of report contents in any public communication, press release, advertising, social media post, debate, or public statement of any kind.
  6. Transfer, sublicense, sharing, or transmission of report contents or derivative insights to any third party, including but not limited to consultants, PACs, vendors, affiliated committees, party organizations, and media outlets, regardless of whether compensation is exchanged.
  7. Use as training data, fine-tuning data, or prompt context for any artificial intelligence or machine learning system.
  8. Combination or cross-referencing with any other dataset, voter file, consumer database, or proprietary data source.
  9. Storage of report contents beyond twelve (12) months from the date of purchase, after which all copies must be certified as destroyed in a written declaration filed with the Association.

8.4.5 — Mandatory Sworn Certification

At time of purchase, the designated signatory must execute a sworn certification, notarized or executed under penalty of perjury under applicable law, affirming: the identity and role of the signatory; the Campaign Buyer's full contractor disclosure list; that the report will be used only for permitted purposes under Section 8.4.3; that the signatory has read, understood, and accepted all restrictions; and that the signatory understands that material misrepresentation constitutes fraud and may result in criminal referral to relevant authorities.

The Association shall require re-certification annually for Campaign Buyers holding multi-year licenses and upon any material change in campaign personnel or contractor relationships.

8.4.6 — Personal Liability of Signatory

By executing the Campaign Buyer license agreement, the signatory agrees, in their individual capacity, to joint and several personal liability for all liquidated damages arising from any material breach by the Campaign Buyer entity. This personal liability is in addition to, and not in lieu of, the liability of the Campaign Buyer entity itself. The signatory expressly waives any defense based on the separate legal existence of the campaign committee.

8.4.7 — Association Audit Rights

The Association reserves the right, exercisable at any time during the license term and for three (3) years following its expiration or termination, to audit the Campaign Buyer's use of the licensed report. Audit rights include:

  1. Written interrogatories requiring sworn response within fifteen (15) business days.
  2. Production of internal communications referencing the report or its contents.
  3. Inspection of any advertising, messaging, or targeting systems in use during the license period.
  4. Interview of relevant campaign staff under oath or affirmation.

The Campaign Buyer must cooperate fully with any audit. Obstruction, delay, incomplete response, or destruction of relevant records constitutes an independent material breach, separate from and in addition to whatever underlying violation may have prompted the audit.

8.4.8 — Penalties and Enforcement

Upon credible evidence of material breach, the Association shall take the following actions. These provisions are mandatory obligations of the Association and are not discretionary remedies. No Board action, settlement agreement, or subsequent amendment may waive or reduce these obligations with respect to a confirmed breach without a supermajority vote of the full membership.

  1. Immediate license revocation without refund.
  2. Permanent and irrevocable suspension of all Campaign Buyer access to the cooperative marketplace for the breaching entity and any successor committee sharing the same candidate or controlling officers.
  3. Assessment of liquidated damages equal to ten times (10x) the license fee paid, stipulated as a reasonable pre-estimate of harm to member data sovereignty and cooperative integrity, and not as a penalty. This amount is non-negotiable and non-waivable by the Board.
  4. Mandatory referral, within fifteen (15) business days of a breach determination, to: the Maine Commission on Governmental Ethics and Election Practices; the Federal Election Commission if the Campaign Buyer is a federal committee; the Maine Attorney General's Office; and any other election authority with jurisdiction over the Campaign Buyer. The Association has no discretion to withhold referral upon a breach determination.
  5. Public disclosure on the Association's website of the identity of the Campaign Buyer, the nature of the breach, and all actions taken, within thirty (30) days of a breach determination. This disclosure obligation survives any settlement.
  6. Initiation of civil proceedings to recover liquidated damages, attorneys' fees, and costs. The license agreement shall include a mandatory fee-shifting clause under which the prevailing party in any enforcement action recovers attorneys' fees.
  7. Member notification: all current members of the Association shall be informed of the breach, in general terms, within sixty (60) days. Members retain a derivative right of action against the Campaign Buyer on behalf of the cooperative if the Board fails to initiate enforcement proceedings within ninety (90) days of a breach determination.

8.4.9 — Flat Rate and Non-Partisan Access

All Campaign Buyers shall be charged a uniform flat rate established annually by the Board, publicly posted no later than January 1st of each calendar year, and set at a level documented by the Board as consistent with fair market value to avoid characterization as an in-kind contribution under applicable campaign finance law. No discounts, volume pricing, exclusivity arrangements, or preferential terms of any kind are available to Campaign Buyers.

Reports shall be made available to all eligible Campaign Buyers simultaneously. The Association shall maintain a publicly accessible log showing all Campaign Buyer license issuances, the date of issuance, and the report licensed.

8.4.10 — Federal vs. State Race Scope

Campaign Buyer access under this Section is initially limited to state and local election campaigns. Access for federal candidate committees and federal PACs shall require a separate Board resolution adopted after consultation with legal counsel regarding Federal Election Commission compliance. The Board may expand access to federal campaigns by resolution, but may not do so without written legal opinion addressing FEC in-kind contribution rules, coordinated expenditure limits, and foreign national prohibitions.

8.4.11 — Non-Endorsement and Misrepresentation

Purchase of a license does not constitute, and the Campaign Buyer is prohibited from representing it as, an endorsement by the Association, its Board, or its members of any candidate, party, platform, or policy position. Any such misrepresentation constitutes an independent material breach and shall trigger the full penalty provisions of Section 8.4.8 independent of any other violation.

Article IX: Board of Directors

The initial Board of Directors shall consist of three (3) directors. The names and addresses of the individuals who are to serve as initial directors until their successors are elected and qualified are:

  • Director 1: [Name], [Address]
  • Director 2: [Name], [Address]
  • Director 3: [Name], [Address]

The Board of Directors shall have authority to manage the affairs of the Association consistent with these Articles, the Bylaws, and applicable law. The Board's authority is expressly limited by: (a) the member data rights established in Article VII; (b) the threshold bounds established in Article VII, Section 7.4; (c) the Campaign Buyer enforcement obligations established in Article VIII, Section 8.4.8; and (d) the fiduciary and non-custodial obligations established throughout these Articles. No Board action may abrogate, limit, or waive these member protections without a supermajority vote of the membership.

Article X: Incorporators

The name and address of each incorporator is:

  • [Name], [Address]

Certification

I, the undersigned, being the incorporator named above, do hereby execute these Articles of Incorporation for the purposes therein expressed, this ____ day of _______________, 20___.

Signature: ______________________________

Printed Name: ______________________________

Address: ______________________________