Anti-Capture Policy

ARTICLE I: PURPOSE

The Open Accounts Receivable Collective Foundation (the “Foundation”) is a neutral, community-governed nonprofit organization. Its mission depends on maintaining independence from any single company, sponsor, vendor, or interest group. This Anti-Capture Policy is designed to protect the Foundation’s independence and neutrality by preventing any individual, organization, or faction from exercising undue influence over the Foundation’s governance, programs, software, or other activities.

The Foundation serves the public interest by providing open infrastructure for the accounts receivable and collections industry. This mission requires that the Foundation remain free from capture by any commercial interest, trade faction, or concentrated funding source.

ARTICLE II: DEFINITIONS

Section 2.1. Capture

“Capture” means a condition in which a single organization, funding source, or coordinated group of interests has obtained sufficient influence over the Foundation’s governance, finances, or programs to distort the Foundation’s activities away from its charitable mission and toward the private benefit of that organization or group.

Section 2.2. Concentration Risk

“Concentration risk” means a condition in which the Foundation’s financial resources, board composition, or decision-making is disproportionately dependent on any single source, organization, or affiliated group of organizations.

Section 2.3. Sponsor

A “sponsor” is any entity or individual that provides financial support to the Foundation, whether as a named sponsor, donor, grant-making organization, or through any other financial relationship.

Section 2.4. Affiliated Directors

Directors are “affiliated” with one another when they share a primary employer, are employed by entities under common ownership or control, or are otherwise connected through a common organizational or commercial interest. A “non-independent director” is a director who does not meet the independence standard set out in the Bylaws.

ARTICLE III: BOARD COMPOSITION STANDARDS

Section 3.1. Employer Concentration Limit

No single employer, parent company, or group of entities under common ownership or control will be permitted to have more than one (1) director affiliated with it on the Board at any time, unless the Board affirmatively waives this limit by a two-thirds (2/3) vote of the disinterested directors and documents the waiver and its rationale in the minutes.

Section 3.2. Industry Sector Concentration

The Board will strive to maintain representation from a diversity of industry sectors and perspectives. No single commercial industry sector (e.g., software vendors, collection agencies, or debt buyers) will hold more than one-third (1/3) of the Board seats at any time, without affirmative Board action and documented rationale.

Section 3.3. Independence Ratio

The Board will maintain the independence floor described in the Bylaws: independent directors will constitute at least two-thirds (2/3) of the Board at all times, with the founder counted as a non-independent director for so long as the founder serves on the Board. The Governance and Nominating Committee (if established) will monitor compliance with this floor at each director election cycle.

Section 3.4. Annual Assessment

The Board will conduct an annual assessment of board composition to identify and address any concentration risks. The results of this assessment will be documented in the Board minutes.

ARTICLE IV: FUNDING CONCENTRATION LIMITS

Section 4.1. Single-Source Limit

The Foundation will seek to diversify its funding base. The Board will establish a target under which no single sponsor or donor provides more than thirty percent (30%) of the Foundation’s total annual revenue in any fiscal year. Where a single source’s contribution exceeds this threshold, the Board will document the circumstances and take active steps to diversify funding in subsequent years. During the Foundation’s initial startup period, before a diversified funding base has developed, concentration above the target is expected; the Board will document any such concentration at each annual review, and progressive diversification across subsequent fiscal years will constitute compliance with this Section.

Section 4.2. Conditional Funding

The Foundation will not accept funding that is conditioned on specific governance decisions, the exclusion of particular vendors or technologies from the Foundation’s programs, or other conditions that would compromise the Foundation’s independence. All gift and sponsorship agreements will be reviewed by the Board or Finance and Audit Committee before acceptance.

Section 4.3. Conflicts with Funding Sources

Any director, officer, or employee who has a material relationship with a current or prospective major sponsor will disclose that relationship under the Conflicts of Interest Policy and recuse from all decisions regarding that funding relationship.

ARTICLE V: DISCLOSURE REQUIREMENTS

The Foundation will publicly disclose all major sponsors and funding sources. For purposes of this policy, a “major sponsor” is any entity or individual providing $5,000 or more in annual funding. Disclosure will be made on the Foundation’s website and in its annual reports. A donor at or above this threshold may request public anonymity; where the gift is unconditional and is accepted under the Gift Acceptance Policy, the Foundation will disclose the existence and amount of the gift without identifying the donor, and the donor’s identity will be handled as provided in Article IX of the Gift Acceptance Policy. Sponsors may be publicly acknowledged, but the Foundation will not represent that any specific sponsor has influenced or approved any Foundation program or technology decision.

ARTICLE VI: TECHNOLOGY AND PROGRAM INDEPENDENCE

The Foundation’s open-source software, educational resources, and other programs will be governed by merit-based, community-informed processes. Decisions about the Foundation’s technology direction, software features, and program priorities will not be dictated by any single sponsor or commercial interest. The Foundation will:

• Maintain open, transparent processes for community input on technology and program decisions

• Document the basis for significant technology and program decisions

• Not favor or disfavor any commercial vendor or product in its educational resources or program recommendations, other than through certification programs administered under published, uniform standards

• Ensure that open-source software releases comply with the applicable license and are made available to all users on equal terms.

ARTICLE VII: MONITORING AND REVIEW

The Board of Directors will review this policy at least annually. The review will include:

• An assessment of board composition against the standards in Article III

• A review of funding sources and concentration against the thresholds in Article IV

• An evaluation of any incidents or concerns that arose during the year related to undue influence

• An update of this policy as needed to reflect changes in the Foundation’s circumstances, size, or risk profile.

The results of the annual review will be documented in the Board minutes and made available to all directors.

ARTICLE VIII: ENFORCEMENT

Any director, officer, or employee who becomes aware of a potential capture risk or a violation of this policy will report the concern to the Chair of the Board or, if the Chair is implicated, to the Vice Chair. Reports will be treated in accordance with the Foundation’s Whistleblower Policy.

The Board will take appropriate action to address confirmed capture risks, which may include: restructuring funding relationships; declining or returning sponsorships; restructuring board composition; amending committee charters; or other remedial measures determined by the Board.

ARTICLE IX: POLICY ADMINISTRATION AND REVIEW

The Chair of the Board of Directors is responsible for administering this policy, with assistance from the Governance and Nominating Committee (if established). This policy may be updated by the Board of Directors and will be reviewed at least annually. Substantive changes will be announced through the Foundation’s official channels and reflected in the dated version of this policy. The current version of this policy supersedes any prior version.