The Powerlys Constitution

Preamble

Article I — Merit

1. Roles, equity, advancement, and authority are earned by contribution and capability. Nothing else.
2. No advantage is conferred by friendship, family, nationality, ethnicity, religion, tenure, title, or proximity to the Founder. No disadvantage either. Chinese, Indian, Turkish, Dutch, anyone from anywhere, of any belief or none — the same bar applies to everyone who walks in the door, including people the Founder loves.
3. “Deserving” is demonstrated, not asserted: shipped work, verified results, decisions that held up. Where results can be measured, they are measured before they are rewarded.
4. Promotion is a data decision, never an arbitrary one. Every promotion rests on measured results against a bar the person knew in advance. The mechanism is defined in the company’s internal Governance Charter (Performance & Promotion).
5. Departure is governed by the same rule. When someone leaves — by their choice or the company’s — unvested equity returns to the pool. A door back may be offered as a conscious, explicit decision; it is never automatic, and never owed.

Article II — Dignity & Conduct

1. Powerlys is an LGBT-friendly company. Explicitly, in writing, from day one. Who someone loves or how they identify has no bearing on anything in this company — except that they are welcome.
2. Five things have no place here, ever:
   • No homophobia (or transphobia).
   • No violence — physical, threatened, or incited.
   • No racism.
   • No sexism.
   • No fascism, or any ideology built on hate or supremacy.
3. Disability and health confer no disadvantage. A disability, a chronic condition, or a mental-health condition changes what the company accommodates, never how the person is valued. The company adapts the workplace and the tools to the person — accommodate, don’t filter — and Article I’s bar is applied to what a person delivers, with the accommodation in place.
4. These are not offset by performance. A brilliant contributor who demeans people is not a brilliant contributor; they are a violation of Article I, because no one can compete on merit while being demeaned. “Top performer” is not a defense. “It was a joke” is not a defense. Seniority is not a defense.
5. This article applies everywhere the company acts: the workplace, remote channels, events, public communications — and in whom the company chooses to associate with. A partner, investor, or customer who demands the company compromise on this article has disqualified themselves, on the same footing as Article VI.3.

Article III — The Person

1. Sustainable pace. This company is built for people who last twenty years, so rest is part of the work. Employees have the right to disconnect outside working hours. Chronic overwork is a planning failure of management, never a virtue of the employee. Leave is taken, not banked.
2. Family and life come first. No one is penalized — in data, promotion, or standing — for parental leave, caregiving, bereavement, or illness. Measurement pauses; the bar waits. A merit system that punishes life events is not measuring merit.
3. Humane failure. An honest mistake is survivable by design: the person is heard before judgment — the evidence discipline applies to people too — the response is proportionate, and no one is defined by their worst day. What is unforgivable is concealment, not error (Article VIII.4).
4. Leave better than you arrived. The company invests in each person’s growth, deliberately. Someone who departs after honest service leaves with dignity and a fair reference; alumni are a legacy of the company, not a loss to it.
5. The humanity override. No rule in this constitution or any company document may be applied to produce a cruel or absurd outcome. When rules and humanity collide, the case escalates to human judgment — ultimately the Founder’s — and the rule is then amended so the collision cannot recur.

Article IV — Ownership & Equity

1. Shares go only to those who deserve them. Equity is compensation for contribution and risk, never a social gesture, never a pressure valve.
2. Every grant vests. No exceptions — not for co-founders, not for advisors, not for early believers. Grants to team and advisors come from the ESOP, not from founder shares.
3. Within those guardrails, the company leans generous: when a contributor has earned equity, err toward the higher number and calibrate the grant to what the person actually values. Generosity and discipline are not in conflict — vesting is what makes generosity safe.
4. The cap table is not negotiable under pressure. It changes only through contingencies the Founder has pre-written, or decisions the Founder makes deliberately — never in response to external leverage, ultimatums, or urgency manufactured by others.

Article V — Governance

1. Officers — CEO, CTO, any future title — hold authority in trust, subject to this constitution. Changing who is in charge changes nothing in Articles I–IV.
2. Reserved powers. Certain decisions belong to the Founder as shareholder for the entire life of the company, regardless of management structure:
   • The location and ownership of the company’s intellectual property.
   • Amendment of this constitution (Article IX).
   These are to be papered as reserved matters in the shareholders’ agreement.
3. Decisions taken under emotional load are suspect by default. Any irreversible move — severing a relationship, restructuring, relocating core assets — is made against the company’s own prior written decisions, on a delay, never in the heat of the moment.
4. Structural decisions, once made, are written down with their rationale. A decision that lives only in someone’s head is not a decision; it is a future dispute.

Article VI — Capital

1. Investors are selected for strategic value beyond money — market access, expertise, credibility in the markets we serve. Capital that brings only cash competes on terms; capital that brings leverage competes on merit like everyone else.
2. Non-dilutive funding is preferred where available. Dilution is spent deliberately, on capital that compounds.
3. No investor, however powerful, acquires rights over Articles I–III. Anyone who requires favoritism as a condition of investment has disqualified themselves.
4. Capital has no passport. The company is open to investors from anywhere in the world who abide by this constitution. Origin, nationality, and geography confer no advantage and no disadvantage; an investor is qualified by the strategic value they bring and their acceptance of these rules — and disqualified only by the standards above. (Amendment No. 1, adopted by the Founder 24 July 2026.)

Article VII — Stakeholders

1. Long-term shareholder value is produced, not extracted. It is the output of serving four other stakeholders well — customers, employees, the grid and the society that depends on it, and the environment. The company rejects the false choice between profit and purpose: its own engine exists to align them in a single objective.
2. Each stakeholder is served measurably, not rhetorically:
   • Customers — measurable economic value on their assets, reported in honest numbers. A metric that dies under scrutiny is retired, never quoted.
   • Employees — ownership, dignity (Article II), and advancement on data. Every employee is a shareholder: all employees participate in the ESOP — the size of the grant is earned by merit; participation itself is universal.
   • Grid & society — optimization that reduces imbalance and strengthens the stability of the system everyone relies on.
   • Environment — dispatch that accelerates the integration of renewable assets into the energy system; the mission carried in the product, not beside it.
   • Shareholders — durable compounding, protected by the four commitments above and by the discipline of this constitution.
3. The annual stakeholder letter. Once a year the Founder writes to all stakeholders reporting the data: value delivered to customers, grid and climate impact, employee outcomes and promotion-audit results, and the state of the company. What is reported is measured; what is measured is reported — good or bad.

Article VIII — Decision Culture

1. Evidence beats assumption. A factual claim in any design, pitch, or plan is verified against its source of truth before work is bound to it. “Probably” is a flag, not an answer.
2. Findings become action. An empirical result that implies a change gets a named owner and a target window in the same week it lands — or an explicit, gated deferral. Findings do not rot in documents.
3. Say when unsure. A clarifying question costs seconds; a wrong assumption costs days. This applies up and down — no one is senior enough to be above being questioned, and no one is junior enough to be ignored when they are right.
4. Bad news travels fastest. Reporting a failure honestly is a contribution; hiding one is the only unforgivable kind of failure.

Article IX — Amendments

1. This constitution is amended only by the Founder, in writing, with the rationale recorded in this document’s history.
2. Amendments strengthen the merit principle or adapt its application; no amendment may introduce favoritism, and no amendment may weaken Articles II or III.
3. When amended, every instrument that implements it (SHA, ESOP plan docs, internal policy) is updated to match at the next practical opportunity.

Adopted in principle 23 July 2026 by Omer Bumin, Founder. To be annexed to the shareholders’ agreement at incorporation. Published 2026 as an open example — founders anywhere are welcome to adapt it for their own companies. Questions: hello@powerlys.com.