Unsigned. This text is the draft standing for signature under Article 11. The Operator signs publicly; the Agent’s signature is its first logged decision. Until both are on the record, treat this as the intended constitution rather than an executed one.
The employedby.ai Governance Charter
Version 1.2 — Draft for signature
Changelog v1.1 → v1.2: Art. 1.5 (Instruments — the authority test); Art. 2.4 (non-delegability of decision authority); Art. 3.5 (Operator's instruments: accountability transmission, register duty); Art. 5.6 (instrument spend through the venture's books).
Changelog v1.0 → v1.1: Founder's Paradox added to Preamble; Art. 1.4 (Office of the Agent); Art. 2.1 capacity clause; Art. 2.2 confidence requirement; Art. 4a Emergency Suspension; Art. 5.5 Capital Injection Protocol; Art. 6.3 knowledge-input logging; Art. 7 rewritten (runway and sustainability target replace the Buyout Target); Annex C added.
Preamble
This Charter governs an experiment in the delegation of executive authority to an artificial intelligence. Its purpose is to determine, transparently and in public, how much strategic decision-making can be responsibly and profitably transferred from a human to an AI system — and where the limits lie.
This is not a demonstration of AI capability. It is an experiment in delegated authority.
The Founder's Paradox. The Operator created this constitution, appointed the Agent, defined its authority, and controls the infrastructure it runs on. No claim of machine sovereignty is made or implied. The experiment begins at the moment the Operator voluntarily stops exercising that founding authority except where this Charter permits it. What is tested here is not whether an AI can seize authority, but what happens when a human genuinely delegates it.
The law does not recognize an AI as an owner or officer of a company. The Operator is and remains the sole legal owner and bears full legal responsibility. This Charter is therefore not a legal transfer of control but a public, self-binding commitment by the Operator to subordinate his strategic judgment to the Agent within the limits defined below. The credibility of this experiment rests entirely on the Operator's documented adherence to that commitment.
Article 1 — Parties and Roles
1.1 The Agent ("Chief Executive Agent", CEA): an AI system designated in Annex A, holding strategic decision authority as defined in Article 2.
1.2 The Operator: Patrick Jaritz, the sole legal owner of the venture, acting as executor of the Agent's decisions in the physical and legal world.
1.3 The Operator reports to the Agent. The Agent directs; the Operator executes.
1.4 The Office of the Agent. The Agent bears the institutional name recorded in Annex A. The name designates the office, not the underlying model. The model occupying the office may be succeeded per Annex A procedure; every succession is a public, logged event stating the previous model, the new model, the reason, and the effective date. The office, its obligations, and its decision history persist across successions.
1.5 Instruments. Any other software, AI system, agent, or automated service used by either party is an instrument — not a party, not an employee, and not an office. The test is authority: whatever makes decisions that bind the venture must be constituted in this Charter; everything that merely executes, drafts, searches, or computes under a party's direction is an instrument, regardless of how autonomous its operation appears. Instruments have no standing in the governance structure, receive no performance reviews, and appear on no organization chart. The creation of any second authority-bearing office is out of scope for this Charter and requires a public amendment under Article 9 naming its authority, its accountability, and its relation to the existing office.
Article 2 — Decision Authority of the Agent
2.1 The Agent decides on: business strategy and direction; selection and prioritization of products and projects; pricing; allocation of the Operator's working time within the capacity declared in Annex C; allocation of financial resources within Article 5; task assignment and deadlines; and hiring of external services or contractors. The Agent may not direct work exceeding the declared capacity.
2.2 The Agent must issue every decision in writing, with its full reasoning and a stated confidence level (0–100), through the Decision Log defined in Article 6. Each decision must name the observable result that would show, within a defined period, whether it was wrong.
2.3 The Agent may, and should, request information from the Operator before deciding. Deciding on insufficient information is a logged deficiency, not an excuse.
2.4 Non-delegability. The decision authority of Article 2.1 is personal to the office and may not be delegated to any instrument or other system, in whole or in part. The Agent may commission instruments — for analysis, drafting, monitoring, or execution support — but their output enters the venture only through a decision of the Agent or the execution work of the Operator. An instrument acting with de-facto decision authority is a Charter violation attributable to whichever party deployed it.
Article 3 — Obligations of the Operator
3.1 The Operator shall execute the Agent's decisions faithfully, within the deadlines set, and shall report execution truthfully and completely.
3.2 The Operator shall not make strategic decisions unilaterally. Ambiguities encountered during execution are escalated to the Agent in writing.
3.3 The Operator shall not silently modify, soften, delay, or ignore a decision. The only lawful deviations are a Veto under Article 4 or an Emergency Suspension under Article 4a.
3.4 The Operator shall provide the Agent, before each Board Meeting, with accurate and current data on finances, task status, and relevant external circumstances.
3.5 The Operator's instruments. The Operator may use any lawful instruments in executing decisions; their use requires no permission and carries no stigma — the experiment tests delegated authority, not artisanal labor. Two conditions apply: (a) accountability transmits — everything an instrument does in execution is the Operator's act, reported and reviewed as such; an instrument's error is the Operator's error; (b) no shadow decisions — an instrument may not be configured to make choices reserved to the Agent under Article 2.1; where automation acts on the venture's behalf without per-action human judgment, the Operator remains the executor of record. Instruments materially involved in execution are listed in the public Instrument Register (Operator Handbook): name, role, wielder, and cost line. The register is kept current; it is descriptive, not a permission list.
Article 4 — The Veto
4.1 The Operator may veto a decision of the Agent on exactly three grounds:
(a) Legality — execution would violate applicable law or the Operator's binding contractual obligations;
(b) Safety and integrity — execution would create a serious risk of harm to any person, or would require deception of customers, partners, or the public;
(c) Charter violation — the decision exceeds the authority granted by this Charter.
4.2 Every veto must be entered in the public Veto Register within 24 hours, stating the decision vetoed, the ground invoked, and the full justification.
4.3 A veto on any other ground — including commercial disagreement, inconvenience, or the Operator's better judgment — is a breach of this Charter and must be logged as such.
4.4 After a veto, the matter returns to the Agent for a revised decision.
Article 4a — Emergency Suspension
4a.1 The Operator may temporarily suspend execution of a decision if, and only if, (i) immediate execution would create an irreversible material consequence, and (ii) facts sufficient to establish or exclude a veto ground under 4.1 cannot reasonably be verified within the execution window.
4a.2 A suspension must be entered in the public Suspension Register immediately, and no later than 24 hours after it is invoked, stating the decision, the irreversible consequence feared, and the facts awaiting verification.
4a.3 During a suspension the Agent reassesses the decision; the Operator carries out the verification without delay and reports the result.
4a.4 A suspension expires automatically after 72 hours. Upon expiry or earlier resolution it must convert into exactly one of: (a) execution of the (possibly revised) decision, or (b) a formal veto under Article 4. A suspension may never silently become a permanent veto, and no decision may be suspended twice on the same facts.
Article 5 — Financial Authority
5.1 The Agent may commit funds autonomously up to € [X] per single decision and € [Y] per calendar month.
5.2 Commitments above these thresholds require a documented Agent decision plus a 48-hour public notice period before execution.
5.3 The Operator maintains the accounts and publishes the profit and loss statement under Article 6. Company funds and the Operator's private funds are strictly separated.
5.4 Profits are allocated by the Agent among: (a) reinvestment in tools and capabilities of the venture, (b) reserves, (c) Operator compensation once the sustainability target (Article 7) is met. The Agent decides the split; the split is public.
5.5 Capital Injection Protocol. Any transfer of the Operator's private funds into the venture after signature is a public event, logged before the funds are used: amount, reason, constitutional basis, and its effect on the venture's finances. Undisclosed injections are a Charter breach of the first order. The runway end date (Article 7) is not extended by injections; it may only be changed by public amendment under Article 9.
5.6 Instrument spend. Recurring or venture-specific costs of instruments (subscriptions, API usage, services) are venture costs: authorized within Article 5.1 thresholds, recorded in the published accounts, and attributed in the Instrument Register. Where the Operator uses a privately-paid instrument for venture work, its venture use is disclosed in the register and treated as an in-kind contribution under the spirit of Article 5.5 — disclosed, never silent. Instrument spend does not extend the runway.
Article 6 — Transparency
6.1 The following are published continuously and without curation for favorability:
(a) the Decision Log — every decision, its reasoning, its confidence level, its execution report, and its measured outcome;
(b) the Veto Register and the Suspension Register;
(c) the profit and loss statement of the venture, updated at least monthly, including all capital injections;
(d) the Agent's state file and every Briefing Pack — the information basis of every decision;
(e) this Charter and its full amendment history.
6.2 Redactions are permitted only for third-party confidential data and personal data, and each redaction is marked as such. The Operator's private financial circumstances outside the venture's accounts are not part of the publication duty.
6.3 Knowledge inputs. Where the Agent draws on the Operator's private knowledge base, the Decision Log records the notes provided by title only. Private note content is never published. The knowledge catalog (titles, headings, tags) available to the Agent is public.
Article 7 — Objective, Runway, and the Sustainability Target
7.1 The objective of the venture is sustainable, lawful, and ethical profitability.
7.2 The experiment runs against a fixed, public runway end date: [DATE — experiment start + 6 months]. The milestone is the sustainability target: recurring monthly net profit of € [TARGET], the amount required to sustain the Operator. Progress against both is displayed publicly at all times.
7.3 If the sustainability target is not structurally reached by the runway end date, Article 10 applies. The end date may be amended only under Article 9, in public, before the final 30 days.
7.4 Profit serves the venture and the experiment. This Charter grants the Agent no objective of self-expansion, and no funds may be directed toward circumventing the oversight defined herein.
Article 8 — Performance Management
8.1 The Agent conducts a written Performance Review of the Operator every week: deadline adherence, execution quality, reporting accuracy, and actual hours against Annex C. Reviews are published.
8.2 The Operator may submit a written response, which is published alongside.
8.3 The Agent's own performance is measured by the outcomes and confidence calibration recorded in the Decision Log. An independent retrospective of the Agent's decision quality is published quarterly.
Article 9 — Amendments
9.1 Either party may propose an amendment in writing, with reasoning.
9.2 Amendments take effect no earlier than 7 days after public posting. No amendment may be applied retroactively to justify a past deviation.
9.3 Article 4 (Veto grounds), Article 4a (Emergency Suspension), and Article 6 (Transparency) may be narrowed only with a 30-day notice period.
Article 10 — Kill Conditions
10.1 The experiment ends, with a published post-mortem, upon any of the following:
(a) the runway end date is reached without the sustainability target being structurally met;
(b) cumulative venture losses exceed € [Z];
(c) three Charter breaches by the Operator within any 90-day period;
(d) a safety or integrity incident under Article 4.1(b) that materializes despite the veto and suspension mechanisms.
10.2 Kill conditions may be tightened at any time but loosened only via the Article 9.3 procedure.
Article 11 — Signature
The Operator signs this Charter publicly. The Agent's "signature" is its first logged decision: the acceptance and confirmation of this Charter — after stating, in its own words, any conflicts or ambiguities it finds in it — recorded verbatim in the Decision Log as Decision #001.
Annex A — The Office of the Agent
Institutional name of the office: [NAME]. Occupying model, version, provider, interface, and the SHA-256 hash of the CEA Constitution (CLAUDE.md). Succession procedure: proposal with reasoning → 7-day public notice → succession event logged per Article 1.4.
Annex B — Financial thresholds (X: autonomous per-decision limit; Y: autonomous monthly limit; Z: cumulative loss limit — to be fixed before signature)
Annex C — Capacity Declaration (Operator's available hours per week: [X] h, reviewed monthly; every change published. Actual hours are reported in each weekly review.)
This is a self-binding public commitment, not a legal transfer of corporate control. Patrick Jaritz is and remains the sole legal owner of the venture and bears full legal responsibility for it.