Governance

PROVENIQ Foundation is governed by a Board of Directors responsible for oversight of its charitable mission, strategic direction, and compliance with applicable laws and regulations.

Governance Structure

The Foundation maintains core governance policies and procedures to ensure transparency, accountability, and adherence to its nonprofit purpose. As a West Virginia nonprofit corporation, we operate under the West Virginia Nonprofit Corporation Act and are organized for charitable purposes under Section 501(c)(3) of the Internal Revenue Code.

Board of Directors

The Board of Directors is responsible for:

• Setting strategic direction and organizational priorities
• Ensuring financial integrity and sustainability
• Overseeing compliance with legal and regulatory requirements
• Approving major policies and programs
• Selecting and evaluating executive leadership

Key Governance Documents

The following documents define how the Foundation operates:

Technology and Intellectual Property

The Foundation does not own the software systems it uses. All proprietary technology is owned by PROVENIQ Charitable Trust and licensed to the Foundation under a perpetual, non-exclusive, royalty-free charitable license. This structure ensures:

• The Foundation can focus on its charitable mission without technology development burdens
• Intellectual property is protected in a separate legal entity
• The charitable license cannot be revoked as long as the Foundation pursues its mission

Conflict of Interest Policy

All directors and officers are required to disclose any potential conflicts of interest and to recuse themselves from decisions where they have a personal financial interest. Annual conflict of interest statements are required from all board members.