The work, on the wall.
The newBWS Charter is the document that defines what the network is for, who it serves, who owns it, what protections are irrevocable, and what we have committed to never become. It runs to 2030. The intent runs longer. The downloadable PDF version ships ahead of the January 1, 2027 launch.
What kind of company this is.
newBWS, PBC is incorporated as a Delaware Public Benefit Corporation, the same legal structure used by Patagonia, Kickstarter, Allbirds, and other mission-locked companies. A Delaware Public Benefit Corporation is legally required to balance its stated public benefit against shareholder returns. Directors hold a fiduciary duty to both, not only to the latter.
The public benefit is defined in the corporate charter: building and operating digital infrastructure owned by and serving the Black capital ecosystem in North America. Actions outside that charter are not just a strategic departure. They are a breach of fiduciary duty to shareholders, challengeable in Delaware Chancery Court.
Unlike a standard C-Corp, the board is legally accountable to the mission, not just to shareholders. Directors who violate the public benefit requirement can be challenged in court. That is the structural core of the form: mission and shareholder returns held in legally enforceable balance.
Who owns it.
Ownership is distributed across three layers: the founders, the community backers who fund the round, and (eventually) the members who join the platform after public launch. This is Ujamaa, cooperative economics, made structural: the people the network serves own it together, with no venture cap table above them.
The founders. The founding team holds the golden share through a separate LLC. The founder, Rasheid Scarlett, and the co-founder (to be publicly announced) hold the LLC together. The golden share cannot be bought out, diluted, or overridden by any amount of capital. It is held by people, but it survives them. See Article IV.
The community backers. Members of the Black capital ecosystem and aligned allies become equity holders through the community round. It is pledge-first today: intent to back is signaled through founding membership, and the round activates through Wefunder as pledged interest crosses the staged thresholds. Investment is structured as a SAFE, Simple Agreement for Future Equity, with profit-sharing dividends modeled on the Basecamp approach. No exit is required for investors to see returns.
A community round means the community can show up. Backing opens to the community rather than to institutional capital. The round’s terms are published before it activates; the staged thresholds and the Founding Backer pathway are documented in full at /invest. No venture cap table sits above the members.
The ownership layer and the protection layer exist simultaneously: investors have real economic upside, and the community has irrevocable structural protection from the platform ever being weaponized against it.
What governance protections exist.
Above the Public Benefit Corporation sits an LLC holding a single share with veto rights over specific corporate actions. This is the golden share. It is held by the founding team. It cannot be bought out, diluted, or overridden by any amount of capital.
The golden share does not grant control over daily operations. It is not a management tool. It exists for one purpose: to block any action that would sell, dissolve, or redirect newBWS against the interests of the community it serves. It is a legal kill switch for bad actors, including the founders themselves.
The golden share is backed by a list of actions that are permanently prohibited. These are coded into the Public Benefit Corporation charter, reinforced by the golden share veto, and published here for public accountability:
- Sell the platform or its data to a third party without community approval
- Run programmatic or behavioral advertising of any kind
- Sell, license, or broker member behavioral data
- Use AI systems to target or manipulate members against their own interests
- Accept venture capital equity investment
- Implement dark patterns, manipulative design, or coercive retention mechanics
- Share member data with law enforcement without a valid warrant
The Community Advisory Council. Seven to ten founding members form the inaugural Community Advisory Council, which meets quarterly to review product priorities, moderation standards, and platform direction. The Council does not have formal governance power. That belongs to the Public Benefit Corporation board and the golden share. But its input shapes what gets built, in what order, and for whom. Council members rotate every two years.
How to challenge us. If you believe newBWS is operating in violation of its charter, the golden share constraints, or its own published guidelines, you have standing as a member, an investor, or a member of the public to raise a formal challenge. Contact governance@newbws.com and your concern will be reviewed by the Advisory Council and, if warranted, escalated to the board and the golden share holders. Responses are public unless the nature of the concern requires confidentiality.
What we have committed to never become.
The five long-term commitments below are how the structure expresses itself in the day-to-day. Each is reinforced by the charter, the golden share, the Community Advisory Council, and the public challenge mechanism in Article III.
The golden share survives founder departure, sale, dilution, and acquisition. Its restrictions transfer to any successor entity or buyer. The structure is designed to outlast any individual, including the founder, and to make the wrong thing impossible. Not merely promised against.
No venture capital, ever
newBWS has accepted no venture capital and will accept none. The capital structure is community ownership through Wefunder Regulation CF. The Delaware Public Benefit Corporation charter and golden share make venture capital dilution structurally impossible.
No sale to a non-aligned entity
A sale of newBWS to any buyer carries the golden share's restrictions forward to that buyer. The founder cannot personally release the restrictions. No shareholder vote can override them. The structure is designed to outlast any individual, including the founder.
Profit-sharing returns rather than exit-driven returns
Once newBWS reaches profitability and maintains a defined operating reserve, a fixed percentage of net profit is distributed pro-rata to equity holders annually. Specific percentage and reserve thresholds disclosed in the Form C filing when the round opens publicly. Modeled after Basecamp's profit-sharing structure. No exit required for investors to see returns.
Permanent public benefit mission
The DPBC charter defines the public benefit: building and operating digital infrastructure owned by and serving the Black capital ecosystem in North America. Actions outside that charter are a breach of fiduciary duty to shareholders.
Member data ownership and portability
Members own their data. The platform does not sell, license, or broker behavioral data. Members can take their data with them. The golden share blocks any change to that.
Continuing a 240-year-old American tradition.
newBWS continues a tradition older than the country itself. The Free African Society chartered in 1787. The National Association of Colored Women in 1896. The NAACP in 1909. The 100 Black Men of America in 1963. Every generation has built what its moment required.
The infrastructure of Greenwood was burned in 1921. A community-owned digital network cannot be burned. The code is ours. The data is ours. The feed serves us. Not a shareholder. Not an algorithm tuned for someone else’s ad revenue. Not a future acquirer.
For the longer record of the tradition newBWS sits inside, and the pattern of community-organized infrastructure across American history, see /the-tradition.
Issued
April 2026
Charter v.1 · Renewal annually by member vote per Article III · Community Advisory Council convenes quarterly
The doors open
January 1, 2027
Public platform launch · The Founding 100 assembling now · Pledge-first backing through the founding cohort ahead of the community round
Sign the charter.
The charter is a living document. The structure that protects it is not. Be on the cap table while the work is still in your hands.