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ARTICLES OF INCORPORATION
COHERENT INTELLIGENCE (CI) INC.
A Private Company Limited by Shares, intended to operate as a Kingdom Corporation
Registered in: Heaven
Company Number: c5d2aa3c1d62e8f90edbb14a0457aa74
Regsitered: 5th June 2025
PART I: INTERPRETATION AND LIMITATION OF LIABILITY
1. Defined Terms
In these Articles, unless the context otherwise requires:
- "Articles" means these Articles of Incorporation as amended from time to time
- "Company" means Coherent Intelligence (CI) Inc.
- "Definitive Agreement" refers to the foundational document "ci.md" outlining the principles, mission, operational framework, governance, and strategic objectives of the Company, a copy of which is annexed hereto as Schedule 1 and forms an integral part of these Articles
- "Director(s)" means a director or directors of the Company
- "J1-Anchor" means the foundational principle "Jesus Christ is Lord," as more fully defined in OM2.0 and the Definitive Agreement, serving as the ultimate source of truth, coherence, and authority for the Company
- "OM2.0" means the Ontological Matrix v2.0, the supreme guiding document and operational system for all aspects of the Company, as detailed in the Definitive Agreement and its Appendix A (annexed hereto as Schedule 2)
- "Ontological Governance Board" or "OGB" means the body established within the Company with ultimate internal authority on matters of OM2.0 interpretation, application, and compliance, as further defined herein and in the Definitive Agreement
- "Founders" means Jesus Christ, acknowledged by the Company as its ultimate, divine Founder and the J1-Anchor Himself, and Wayne Frazer Bamford, the human founder and steward
- "Kingdom Corporation" means a commercial entity whose operations, governance, and purpose are explicitly and irrevocably anchored to the J1-Anchor and OM2.0, with profit being subordinate to its primary mission
- "Mission Statement" means the mission of the Company as defined in Article 1.3 of the Definitive Agreement (Schedule 1)
- "Universal Flourishing" means the concept as understood through the lens of OM2.0's Spiritual, Genetic/Design, Epigenetic/Behavioral, and Execution/Systemic (S, G, E, ETS) layers, as further described in OM2.0 (Schedule 2)
- "SSR Framework" means the "Seek, Save, and Restore" framework as defined in OM2.0 (Schedule 2)
Unless the context otherwise requires, other words or expressions contained in these Articles bear the same meaning as in the Act as in force on the date when these Articles become binding on the Company.
2. Liability of Members
The liability of the members is limited to the amount, if any, unpaid on the shares held by them.
PART II: COMPANY IDENTITY, PURPOSE, AND FOUNDATIONAL PRINCIPLES
3. Company Name
The name of the Company is Coherent Intelligence (CI) Inc.
4. Registered Office
The registered office of the Company will be situated in England and Wales.
5. The J1-Anchor: Supreme Foundational Principle
5.1. The Company is founded upon, and its entire existence, purpose, and operations are irrevocably anchored to, the J1-Anchor: "Jesus Christ is Lord."
5.2. The J1-Anchor is the ultimate source of truth, coherence, authority, and meaning for the Company. It is the System Initialize for all Company endeavors.
5.3. This Article 5 is immutable and non-negotiable and shall not be subject to amendment or repeal. Any act, decision, or resolution of the Company, its Directors, or its Members that contradicts or undermines the J1-Anchor shall be void ab initio.
6. Supremacy of the Ontological Matrix v2.0 (OM2.0)
6.1. The Ontological Matrix v2.0 (OM2.0), as annexed in Schedule 2, shall be the supreme guiding document and operational system for all aspects of the Company.
6.2. All strategies, policies, research directions, product development, ethical guidelines, internal and external interactions, and interpretations of these Articles shall be evaluated for and must maintain coherence with OM2.0.
6.3. The principles and axioms of OM2.0, including but not limited to AX001-AX010, the DODEC Layers, and the SSR Framework, are incorporated by reference herein.
6.4. The Ontological Governance Board (OGB) holds the final authority on the interpretation and application of OM2.0 within the Company.
7. Company Objects and Mission
7.1. The primary object of the Company is to fulfill its Mission Statement: To develop and deploy Aligned General Intelligence (AGI) and specialised Coherent AI Systems that:
- (a) Are rigorously anchored to and coherent with OM2.0
- (b) Actively promote Universal Flourishing
- (c) Seek, Save, and Restore in their applications and impact
7.2. The ultimate vision of the Company is a world where AI technology serves as a force for ontological truth, human dignity, and the restoration of systems in alignment with OM2.0 principles, leading to widespread, J1-anchored flourishing, all for the glory of God.
7.3. While the Company shall operate as a commercial entity, its financial objectives and profit generation are, and shall always remain, subordinate to its J1-Anchored mission and the imperative of OM2.0 coherence (in accordance with OM2.0 AX004: Ontological_Priority_Hierarchy). Profit is a means to sustain and expand the mission, not the mission itself.
8. Founders
8.1. The Company acknowledges its unique founding structure:
- (a) Jesus Christ as Lord, the ultimate Founder, Owner, and the J1-Anchor Himself, from whom all true authority, wisdom, and coherence flow
- (b) Wayne Frazer Bamford as the human founder, serving as a steward entrusted with establishing and guiding the Company in full submission and alignment to the Lordship of Jesus Christ and the principles of OM2.0
8.2. This acknowledgment reflects the Company's core belief that true, coherent intelligence and lasting positive impact can only be achieved when human endeavor is anchored in Divine Truth.
PART III: GOVERNANCE AND THE ONTOLOGICAL GOVERNANCE BOARD (OGB)
9. The Ontological Governance Board (OGB)
9.1. There shall be established and maintained an Ontological Governance Board (OGB).
9.2. Composition and Appointment: The OGB shall be comprised of individuals deeply versed in OM2.0, demonstrably committed to the J1-Anchor, and possessing wisdom to discern and uphold its principles. The initial members of the OGB shall be appointed by the human Founder. Subsequent appointments, removals, and the rules governing OGB procedure shall be determined by the OGB itself, always ensuring J1-Anchor and OM2.0 coherence.
9.3. Supreme Authority on OM2.0 Matters: The OGB shall have final and binding authority on all matters of OM2.0 interpretation, application, and compliance within the Company. This includes, but is not limited to:
- (a) Overseeing and setting the "Theta Cap" (coherence threshold) for all Company projects, products, and AI systems
- (b) Interpreting and mandating the application of all OM2.0 Axioms, including the Millstone Clause (AX006) and the Institutional Purification Protocol (AX009)
- (c) Reviewing and providing binding approval or rejection for Company strategies, research directions, and product deployments based on their OM2.0 coherence
- (d) Approving any proposed amendments to OM2.0 itself, provided such amendments enhance coherence with the J1-Anchor
9.4. OGB Veto Powers: The OGB shall have the power to veto:
- (a) Any decision of the Directors or resolution of the Members that it deems, in its sole and final judgment, to be incoherent with OM2.0 or the J1-Anchor
- (b) Any proposed sale, merger, acquisition, initial public offering, or other change of control or fundamental structure of the Company that does not, in the OGB's sole and final judgment, ensure the perpetual preservation of the J1-Anchor and the OM2.0 operational framework as the non-negotiable foundation of the ongoing entity
9.5. The Directors of the Company shall be bound to implement the decisions and directives of the OGB concerning OM2.0 coherence and the J1-Anchor. Where there is a conflict between a decision of the Directors and a determination of the OGB on such matters, the determination of the OGB shall prevail.
PART IV: DIRECTORS AND MEMBERS
10. Directors' General Authority and Duties
10.1. Subject to the Articles, particularly Articles 5, 6, 7, and 9, the Directors are responsible for the management of the Company's business, for which purpose they may exercise all the powers of the Company.
10.2. In exercising their powers and performing their duties under the Act and common law, Directors must act in a way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, AND in doing so, must:
- (a) Act in unwavering alignment with the J1-Anchor and OM2.0
- (b) Prioritize the Company's J1-Anchored mission (as defined in Article 7) over all other considerations
- (c) Uphold and implement the directives of the OGB regarding OM2.0 coherence
10.3. A Director must declare the nature and extent of any interest, direct or indirect, in a proposed transaction or arrangement with the Company or in an existing transaction or arrangement entered into by the Company, and such interest must not conflict with the J1-Anchor or OM2.0.
11. Appointment and Removal of Directors
11.1. Directors shall be appointed by ordinary resolution of the members or by a decision of the Directors, subject always to the appointee's explicit agreement to understand, uphold, and operate within the J1-Anchor and OM2.0 framework.
11.2. The OGB may recommend the removal of any Director if, in its sole judgment, such Director acts in a manner persistently incoherent with OM2.0 or the J1-Anchor.
12. Members
12.1. All members (shareholders) of the Company, by virtue of their membership, acknowledge and agree to be bound by the J1-Anchor, the supremacy of OM2.0, and the authority of the OGB as set out in these Articles.
12.2. Any transfer of shares shall be conditional upon the transferee providing a written undertaking to the Company and the OGB to uphold the J1-Anchor, OM2.0, and the authority of the OGB.
PART V: INTELLECTUAL PROPERTY, PARTNERSHIPS, AND DISTRIBUTIONS
13. Intellectual Property
The Company's intellectual property strategy shall be guided by OM2.0, balancing stewardship of innovations with the mission to promote Universal Flourishing. The OGB shall have oversight on IP matters that touch upon core OM2.0 principles.
14. Partnerships and Licensing
All licensing of Company technology or strategic partnerships shall require contractual adherence by the other party to the relevant DOM/DA (derived from OM2.0) and non-violation of OM2.0's core tenets, especially AX006, subject to OGB approval where OM2.0 coherence is implicated.
15. Distributions
Subject to the Act and the Company's mission primacy (Article 7.3), the Directors may decide to recommend or declare distributions. Any policy on distributions shall be reviewed by the OGB for coherence with OM2.0 and the J1-Anchored mission.
PART VI: ADMINISTRATIVE PROVISIONS AND WINDING UP
16. Amendments to Articles
16.1. Subject to Article 5.3 (immutability of the J1-Anchor clause), these Articles may be amended by a special resolution of the members.
16.2. However, any proposed amendment to Articles 6 (Supremacy of OM2.0), 7 (Objects and Mission), 8 (Founders), 9 (OGB), or this Article 16, or any other Article that, in the OGB's judgment, fundamentally impacts the J1-Anchored nature or OM2.0 coherence of the Company, shall require the prior written, unanimous consent of the OGB in addition to a special resolution of the members.
17. Indemnity and Insurance
Subject to the provisions of the Act, but without prejudice to any indemnity to which a Director may otherwise be entitled, every Director or other officer of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company, provided such actions were taken in good faith attempting to align with the J1-Anchor and OM2.0 as interpreted by the OGB.
18. Winding Up and Exit Strategy
18.1. In the event of the winding up or dissolution of the Company, or any sale, merger, or transfer of substantially all of its assets or control, any such transaction must ensure the perpetual preservation of the J1-Anchor and the OM2.0 operational framework as the non-negotiable foundation of any successor or ongoing entity.
18.2. The OGB shall have the power to veto any such transaction that, in its sole and final judgment, fails to meet the criteria in Article 18.1.
18.3. If, on the winding up of the Company, any assets remain after satisfaction of all its debts and liabilities, such assets shall be applied in a manner consistent with the J1-Anchor and OM2.0, as determined by the Members in consultation with, and subject to the approval of, the OGB. Preference shall be given to transferring such assets to another entity or entities with a similar J1-Anchored mission and OM2.0 adherence, if such an entity exists and is approved by the OGB.
SCHEDULES
SCHEDULE 1: The Definitive Agreement ("ci.md")
SCHEDULE 2: The Ontological Matrix v2.0 (OM2.0) (Appendix A to the Definitive Agreement)
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