charter of the ruck stewardship trust

Binding Stewardship Agreement for the Governance of Ruck Social LTD

1. Purpose and Scope

1.1 This Charter governs the relationship between Ruck Stewardship Trust (the “Trust”) and Ruck Social LTD (the “Company”), and establishes the Trust’s permanent stewardship of the Company.

1.2 The Charter is legally binding and shall form part of the Company’s Articles of Association and any relevant shareholder agreements.

1.3 The primary objective of the Trust is to ensure that the Company operates in alignment with the founding principles set forth herein, and in the best interest of the LGBT+ community globally.

2. Ownership and Governance Rights

2.1 The Trust shall hold a Golden Share in the Company. The Golden Share is a special class of share with no economic rights (no entitlement to dividends or proceeds on sale) but with veto rights over the reserved matters set out in section 2.3.

2.2 The Golden Share shall not be sold, transferred, or encumbered except to a successor stewardship body with an equivalent ethical mandate, approved by majority vote of the Trust's Board of Stewards.

2.3 The Trust shall hold veto rights over the following reserved matters:

(a) Any sale, merger, acquisition, or transfer of substantial assets, unless the buyer commits to preserving the Golden Share and its veto rights, or transfers those rights to an equivalent independent stewardship body.

(b) Amendments to the Company’s Articles of Association.

(c) Introduction or modification of monetization mechanisms that:

i. Restrict free access to core features (profile browsing, messaging, account creation);

ii. Introduce targeted advertising based on sensitive personal data (including sexual orientation, gender identity, or HIV status);

iii. Introduce dynamic pricing that charges users more based on their location, device, or behavior.

(d) Sale, monetization, or sharing of user data beyond what is expressly consented to and necessary for core functionality.

(e) Amendments to this Charter without genuine user consultation.

3. Stewardship Principles

3.1 The Trust shall be operated as a non-profit organization or purpose trust. It shall not issue dividends or other forms of financial return to its stewards.

3.2 The Trust shall operate independently of the Company’s executive leadership and investors.

3.3 The Trust shall uphold the following Core Values:

(a) A commitment to privacy, autonomy, and dignity for LGBT+ users;

(b) A permanent prohibition on the sale or monetization of personal data;

(c) Ethical monetization, ensuring sustainability without compromising user experience;

(d) Open and inclusive community governance.

4. Protected Features and User Rights

4.1 The following Core Features shall be permanently offered free of charge to all users:

  • Profile browsing

  • Messaging

  • Account creation

4.2 The Company may introduce optional paid tiers but must not introduce paywalls around protected features.

4.3 Advertising, if used, shall meet the following criteria:

(a) Clearly distinguishable from content;

(b) Non-targeted using sensitive characteristics (e.g. orientation, gender identity);

(c) Never delivered via dark patterns, push notifications, intrusive, or manipulative design.

5. Transparency and Public Accountability

5.1 The Trust and Company shall jointly publish an Annual Transparency Report, containing:

  • Financial summaries (revenue, profit/loss, investment sources);

  • Data usage and privacy audits;

  • Reports on any proposed or executed governance changes.

5.2 A User Advisory Panel shall be convened annually to review major decisions and provide recommendations to the Trust.

5.3 The Trust may commission independent ethical reviews and is empowered to audit the Company’s practices as required.

6. Succession, Dissolution and Transfer

6.1 In the event of winding down of the Company:

(a) The Trust must ensure the responsible closure or handover of services.

(b) No sale of user data or core IP may occur without explicit user consent.

(c) Any successor must agree to uphold this Charter, or an equivalent ethical governance framework.

(d) Any sale of the Company must preserve the Golden Share and its veto rights, or transfer those rights to an equivalent independent stewardship body

6.2 In the event the Trust itself is dissolved, all governance rights shall transfer to a successor entity with a similar ethical mandate, approved by the majority of stewards and users.

7. Enforceability and Amendments

7.1 This Charter is enforceable under UK company law through incorporation into:

  • The Company’s Articles of Association;

  • Binding shareholder agreements;

  • A separate Stewardship Agreement signed by both parties.

7.2 Amendments to this Charter may only be made with:

(a) A unanimous vote of the Trust’s Board of Stewards; and

(b) A majority vote of the User Advisory Panel (or other formal user body, where constituted).