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Draft Public Benefit Corporation Charter: Promptable PBC

Location: owl-strategy/legal/promptable_pbc_charter.md

This document provides a draft charter statement for Promptable PBC to include in its Delaware Certificate of Incorporation, fulfilling the legal requirements for a Public Benefit Corporation under Delaware General Corporation Law §362.

Corporate Name​

Promptable PBC

Public Benefit Statement​

The purpose of Promptable PBC is to operate in a responsible and sustainable manner that balances the pecuniary interests of its stockholders with the promotion of a public benefit and the best interests of those materially affected by the corporation’s conduct.

Specifically, Promptable PBC exists to:

Advance open, transparent, and reproducible scientific and biomedical research workflows by developing, curating, and disseminating tools, educational resources, and AI-powered infrastructure that empower researchers, analysts, and public interest organizations to work more efficiently and collaboratively.

In pursuing this public benefit, Promptable will:

  • Maintain and support open-source libraries such as the Open Workflow Library (OWLStacks)
  • Promote ethical and explainable use of generative AI in scientific and healthcare contexts
  • Provide equitable access to workflow training and reproducible research tools through initiatives such as Promptable Academy
  • Encourage collaboration among academic, public, and nonprofit institutions through community-led workflow contributions and education

Fiduciary Responsibilities​

In accordance with §365 of the Delaware General Corporation Law, the Board of Directors of Promptable PBC shall manage or direct the business and affairs of the corporation in a manner that balances:

  1. The pecuniary interests of the stockholders,
  2. The best interests of those materially affected by the corporation’s conduct, and
  3. The specific public benefit identified above.

Directors shall not be held liable for monetary damages for any act or omission resulting from balancing these interests in good faith.

Reporting Requirement​

Promptable PBC shall prepare a biennial public benefit report to its stockholders, which will include:

  • The objectives and standards used to measure public benefit performance
  • A description of the actions taken to promote the stated benefit
  • An assessment of the corporation’s success in meeting those objectives

The report may be made publicly available at the discretion of the Board.

Amendment Clause​

This charter may be amended to refine the corporation’s public benefit or add additional benefit objectives, provided such amendment is approved in accordance with Delaware PBC law.

Next Steps​

  • Incorporate this language into the Certificate of Incorporation filed with the Delaware Secretary of State
  • Formalize reporting cadence and impact metrics
  • Align internal operations (e.g., product roadmap, community contributions, AI training data curation) with this mission