Ludos is a public benefit company & creator-owned cooperative. We believe in a more open, equitable, and honest games industry. We stand as a living example of the new way forward, not through competition & domination - but through radical acts of co-creation.

Company Constitution

I. Company Identity & Mission

Name: The Ludos Initiative

Legal Structure: Public Benefit Corporation (PBC), Cooperative (Co-Op)

Core Mission:

- Create a more stable & equitable network for creative professionals in the video game industry and associated professions.

- Increase access to affordable education and mentorship within the creative industries.

- Build and test more efficient and innovative production models for creative professionals.

- Create games that push video game development forward as an artisan craft.

Reporting:

- Public: Annual report on mission progress (shared with the community).

- Private: Quarterly financial reports provided to all Contributors and Staff.

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II. Ownership & Stakeholder Classes

Two classes of owners exist, both with profit-sharing and voting rights:

A. Contributors

- Role: Part-time contributors or strategic partners (e.g., other companies or individuals).

- Stake: 1 unit of ownership.

- Vote: 1 vote in company decisions.

- Compensation: No salary; profit-sharing only.

- Eligibility: Individuals or entities, with entities nominating a human representative to vote.

B. Staff

- Role: Full-time employees.

- Stake: 2 units of ownership.

- Vote: 2 votes in company decisions.

- Compensation: Flat salary + profit-sharing + full medical benefits (same for all Staff).

- Eligibility: Individuals only.

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III. Financial Structure

Salaries: Flat and equal for all Staff, regardless of role or location.

- Salary Increases: Company-wide changes voted on annually by all stakeholders.

Profit Sharing:

- 10% of net profits distributed quarterly to all stakeholders proportionately.

- Payouts are proportional to stake (Staff: 2x Contributor share).

- Payouts only apply to quarters where a stakeholder held their status.

- Loss of stakeholder status forfeits future profit shares.

Benefits:

- Full medical benefits provided to all Staff.

- Benefit policy changes overseen by the CEO.

- Major changes (e.g., replacing healthcare providers) require stakeholder vote.

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IV. Governance & The CEO

Authority:

- CEO has final authority over day-to-day operations, project direction, and spending.

- Responsible for managing payroll, benefits, and company reporting.

- Responsible for company roadmap.

- Overall director of company projects.

Abdication:

- CEO may voluntarily abdicate the role with minimum 6 months notice to the company.

- In case of abdication, CEO transitions to a different Staff or Contributor position, approved of by ²⁄₃ (66.6%) supermajority vote.

- Any stakeholder can nominate a new CEO, including themselves.

- All stakeholders must vote on official selection of new CEO. New CEO must be approved by ²⁄₃ (66.6%) supermajority vote.

Removal of the CEO (Vote of No Confidence):

- Initiation: Only by a Staff member.

- Vote: Requires ²⁄₃ (66.6%) supermajority of all votes.

- Cooling-Off Period:

/ If failed, no repeat vote for 1 full year.

/ Same Staff member cannot initiate two consecutive votes.

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V. Removal of Any Stakeholder (Including CEO)

Grounds for Removal:

- Failure to follow company values & process mandate.

- Lack of consistent time management.

- Repeat missed deliverables.

- Communication protocol breaches.

- Dishonesty in reporting.

- Behavior harming the company’s reputation or morale.

Process:

1. Nomination: Any stakeholder can nominate. (Must be Staff to nominate CEO No-Confidence Vote)

2. CEO Approval: CEO must approve the nomination for it to proceed. (Exception: CEO No-Confidence Vote)

3. Vote: Requires ²⁄₃ (66.6%) supermajority of all votes.

Cooling-Off Periods:

- If removal fails, the member cannot be renominated for 1 year.

- A stakeholder who nominates someone cannot nominate again for 1 year.

Criminal Exception:

- Any stakeholder actively convicted of a crime is eligible for immediate removal through ²⁄₃ (66.6%) supermajority vote.

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VI. Adding New Contributors

Process:

- Nomination by any stakeholder → CEO approval → ²⁄₃ (66.6%) vote to add Contributor.

Eligibility:

- Can be individuals or entities, but must always have a single human representative.

- Nomination must include agreed-upon ongoing commitments to the company. Failure to meet these commitments may trigger a stakeholder removal vote.

Dilution: New stakes dilute existing ownership proportionally.

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VII. Hiring Process for New Staff

A multi-stage process requiring ²⁄₃ (66.6%) supermajority at key points:

1. Create a New Position:

- Nomination by any stakeholder → CEO approval → ²⁄₃ (66.6%) vote to create the role.

2. Candidate Sourcing:

- Job posted only within the company’s private community.

- Candidates must be members of the Ludos community to be eligible for consideration.

3. Selection & Trial:

- Candidate selected by ²⁄₃ (66.6%) vote → Hired as a Contributor on a 4-week paid contract.

4. Promotion to Staff:

- After trial, ²⁄₃ (66.6%) vote required to promote to Staff.

- If promotion fails:

/ A second vote is held to extend the contract as a Contributor (requires ²⁄₃ (66%) vote).

/ Contract extension has a fixed time span (e.g., 3–6 months).

/ Only one extension allowed. Afterward, the candidate must be promoted to Staff or let go.

/ If extension vote fails, the candidate is immediately let go.

Dilution: New stakes dilute existing ownership proportionally.

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VIII. Converting Contributors to Staff

Process:

- Any active Staff member may nominate a Contributor for Staff candidacy.

- Nomination must come with agreed-upon full-time responsibilities of promoted member.

- Must pass approval by CEO, then ²⁄₃ (66.6%) stakeholder vote.

- Contributor is promoted to Staff and given salary, benefits, and 1 additional stake (Total: 2).

Dilution: New stakes dilute existing ownership proportionally.

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IX. Voluntary Abdication

Stakeholder Abdication: Any Contributors and/or Staff may abdicate their position and quit the company at any time. This requires 30 days notice. (Exception: CEO, per rules stated in Section IV)

Forfeiture of Stake: Abdication results in forfeiture of stake, which expires at the end of the current quarter. All privileges associated with being a stakeholder, including voting rights and profit sharing, expire with the stake. Former stakeholders are not entitled to future payouts or other forms of participation in company operations after abdication.

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X. Financial Transparency & Access

Quarterly Reports: Automatically provided to all stakeholders.

Additional Access: Stakeholders can request further financial details at the CEO’s discretion.

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XI. Investment & Debt

Donations: Any member of the Ludos community may make a financial contribution in the form of donation. This does not entitle the donor to a stake, promise of financial return, or additional privileges related to company governance.

Debt: The company may choose to take on financial investment as debt, with repayment terms mutually agreed upon by the investor & company CEO. This investment must then be approved by ²⁄₃ (66.6%) supermajority vote. Debt repayment duties are always calculated and paid back first before the company calculates final quarterly profits. This may affect stakeholder payout accordingly.

Investor Stake: Investors may be offered a single Contributor stake in exchange for mutually-agreed ongoing financial advisory and company operation assistance. This is NOT given in direct exchange for funds. This stake follows the same governance rules as any other Contributor, and does not come with additional privileges beyond what is provided to all stakeholders. Stakeholder status is not required to invest.

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XII. IP Assignment

IP Ownership: All IP created by Contributors & Staff, for direct use in company projects, is owned by the company under standard work-for-hire IP assignment rules.

Company Dissolution: In the case of complete company dissolution, all IP owned by the company is immediately released into Creative Commons. Ownership does not transfer to former members.

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XIII. Organization Growth

Company Size: This governance structure presumes a company of no more than 30 active Staff, and no more than 50 stakeholders total.

Growth Planning: In the event that the company reaches the maximum recommended stakeholder limit, two recommendations should be evaluated by all active stakeholders:

1. The company splits into a minimum of two entities, each with smaller teams of stakeholders. One of these entities remains The Ludos Initiative, while the others become new independent companies. These entities each gain 1 stake in each other. This creates a networked group of independent self-governing entities.

2. The company enacts an internal governance audit to evaluate potential amendments to the company constitution. Any changes must be voted on by all stakeholders and approved by ²⁄₃ (66.6%) supermajority vote.