How Map.ca is governed, where the money goes, and how to check our work
The Map Foundation Policy, in full. Notarized, indexed, and public.
Map Foundation Policy
And Can Did Inc.
343137 Concession 14, Shallow Lake, Ontario
This document sets out how And Can Did Inc. will hold and deploy certain funds for public benefit under the name “Map Foundation.”
1.Host company and fund structure
1.1Host company
And Can Did Inc. (the "Company") is a corporation organized under the laws of Ontario, with its principal place of business at 343137 Concession 14, Shallow Lake, Ontario.
1.2Designated Accounts and Mission Funds
The Map Foundation (the "Foundation") is not a separate legal entity. It is a ring-fenced pool of assets held within the Company's legal and financial structure. The Company will open and maintain one or more dedicated bank or investment accounts (each a "Designated Account") to segregate Mission Funds from other Company assets. All money and assets placed into any Designated Account are referred to as the Mission Funds. The Company remains the legal owner of the Mission Funds. The Company, through its directors and officers, will administer the Mission Funds according to this Policy.
1.3Scope of this Policy
This Policy applies to all Mission Funds in any Designated Account and any successor accounts to which the Mission Funds are moved. So long as this Policy remains in force, the Company will treat all of its assets and activities as part of the Mission Funds unless explicitly segregated.
1.4Structural flexibility
The Company does not currently intend to create a separate charitable entity. However, if future circumstances make it legally or practically necessary or more effective to serve the mission, the Company may transfer the Mission Funds to a successor entity with similar purposes or adopt an alternative structure that better serves the mission. Any such change must be approved under the amendment rules in Section 11 and must preserve the Founding Core principles in Section 3.
1.5Binding effect inside the Company
This Policy is adopted as a binding internal governance rule of the Company for all Mission Funds. The Board of Directors, officers and any committees that control or direct the Mission Funds must act consistently with this Policy. Where law requires a deviation, the Company should choose the nearest available structure that preserves the intent of this Policy.
1.6Entrenchment
(a) This Policy shall be incorporated by reference into the Company's articles of incorporation or bylaws to the maximum extent permitted by law. (b) Any shareholder or unanimous shareholder agreement shall require adherence to this Policy. (c) Directors and officers appointed after adoption shall acknowledge in writing that they will uphold it. (d) Shareholders shall not have the power to direct the Board to act contrary to this Policy in relation to Mission Funds.
2.Mission and purpose
2.1Definitions and core mission
"Map" means an open ecosystem of tools, protocols, and practices for community-driven local economic development and collective stewardship. The Foundation exists to support people and projects that build, grow and protect the Map ecosystem, remove barriers for mission-aligned innovators, reinvest excess wealth into communities, and model fair, transparent and sustainable economic structures.
2.2Scope of activity
The Foundation may fund and support work in any region, with emphasis on infrastructure, tools and education that strengthen local communities; open and fair digital systems; and mission-aligned experiments that advance the Map ecosystem.
3.Foundational principles (Founding Core)
3.1Ninety percent outward rule
At least ninety percent of Fair Trade Income, and one hundred percent of Gift and Grant Income, must be allocated to mission-aligned work, not to the Founder Block.
3.2No throne principle
No person or group may hold permanent control over the Foundation. Influence must be earned through contribution and held only temporarily.
3.3Founder participation and network principle
The Founder's role is recognized through a transparent and limited ten percent allocation, largely directed outward through Network Seats.
3.4Grant protection principle
No portion of Gift and Grant Income may be allocated to the Founder Block or distributed to the Founder personally.
3.5Anti-capture principle
The Foundation must be operated to avoid capture by any state, corporation, family, faction or special interest.
3.6Transparency and fairness
Key decisions must be traceable, explainable in plain language, and open to review.
3.7People's jury principle
The ultimate test of this Foundation is whether it can be understood and defended by informed, fair-minded people from the communities it serves.
4.Financial model and distribution rules
4.1Definitions
For the purposes of this Policy and for each fiscal year: Fair Trade Income means revenue received into the Mission Funds in exchange for products or services sold at or below their published standard price. Gift and Grant Income means any amount received above the published price for a product or service; any philanthropic contribution, donation, grant, bequest, or windfall; any government funding or public subsidy; any land-value-style revenue, community wealth contributions, or similar flows; and any other revenue that is not Fair Trade Income. Total Mission Fund Income means all Fair Trade Income and Gift and Grant Income received into the Mission Funds in a fiscal year. Operating costs means reasonable and disclosed expenses required to administer the Foundation and the Mission Funds. Required reserves means the minimum financial buffer defined in Section 9.
4.2Income classification
Where a single payment includes both Fair Trade Income and Gift and Grant Income, the portion up to the published price is Fair Trade Income and the excess is Gift and Grant Income. The Company shall maintain records sufficient to classify each receipt at the time it is received. In case of doubt about classification, the amount in question shall be treated as Gift and Grant Income to ensure stricter protections apply.
4.3The 90/10 split for Fair Trade Income
Ten percent of Fair Trade Income received into the Mission Funds in each fiscal year is allocated to the Founder Block before deducting operating costs or reserves. The remaining ninety percent of Fair Trade Income, together with all Gift and Grant Income, is available for operating costs, reserves, and mission-aligned distributions through the Mission Pool.
4.4Gift and Grant Income allocation
One hundred percent of Gift and Grant Income, after deducting a proportionate share of operating costs and setting aside required reserves, is allocated exclusively to the Mission Pool for mission-aligned distributions. No portion of Gift and Grant Income may be allocated to the Founder Block or any Network Seat. For clarity, the Founder and all Network Seat Holders receive nothing from Gift and Grant Income.
4.5Non-profit orientation of Mission Funds
Within the Mission Funds, no part of the net earnings shall inure to the benefit of any private shareholder or individual, except for fair and reasonable compensation approved under conflict of interest rules, the Founder Block distributions described in Section 5, or distributions available to eligible participants under clearly stated and mission-aligned criteria.
4.6Operating cost discipline
Operating costs charged against the Mission Funds must be reasonable and necessary for administering the Mission Funds and advancing the mission, disclosed in the annual report with sufficient detail to allow community review, and subject to periodic benchmarking against comparable organizations. Operating costs shall not exceed twenty percent of Total Mission Fund Income in any fiscal year without written justification. No director, officer, or Network Seat Holder may receive compensation from the Mission Funds without prior Board approval and public disclosure.
4.7Income classification procedures
The Company shall maintain a publicly accessible schedule of standard prices for its products and services, updated at least quarterly. Payments at or below the published price are classified as Fair Trade Income; amounts above the published price are Gift and Grant Income. Where no published price exists, the Board shall determine a fair market value. The annual report shall summarize total Fair Trade Income and total Gift and Grant Income for the year.
5.Founder Block and Network Seats
5.1Founder and inability to act
The Founder is the individual identified in Company records as the originator of the Map mission. The Founder is deemed unable to act upon death, voluntary notarized resignation, or written confirmation by three independent medical professionals that the Founder lacks capacity. A designated Guardian Committee confirms the trigger and oversees transition.
5.2Ten percent Founder Block and Network Seats
The Founder Block equals ten percent of Fair Trade Income received into the Mission Funds each fiscal year, calculated before deductions. It is divided into ten equal Network Seats (F1–F10), each representing one percent of Fair Trade Income. No Gift and Grant Income flows into the Founder Block under any circumstances.
5.3Founder Seat (F1)
Network Seat F1 is permanently assigned to the Founder and represents the only direct personal financial benefit the Founder may receive from the Mission Funds. If the Founder is unable to act, a previously designated successor may receive the F1 distribution; otherwise, it is treated as unassigned for that year.
5.3AFounder life lease over the Founder Block
While alive and able to act, the Founder holds a life lease over the economic value of the Founder Block and has sole authority to assign Network Seats F2–F10. Unassigned Seats in any year flow to the Founder personally. Upon incapacity, the life lease terminates and continuity rules apply.
5.4Network Seats F2 through F10
Network Seats F2–F10 may be assigned to individuals or entities clearly aligned with the Map mission. Seats confer income rights only, not equity or governance. Seat Holders must provide annual reports describing mission-aligned use of distributions.
5.5Founder direction while living
While alive and able, the Founder may select and change Network Seat Holders and recommend future priorities. The Board's role is administrative, ensuring proper documentation, compliance, and lawful distribution.
5.6Continuity after Founder incapacity or death
After Founder incapacity, assigned Seats remain in place and stewardship passes to a Network Steward Committee. Unassigned Seats flow to the Mission Pool. A transition pause of at least 180 days applies before new nominations.
5.7Vacant Seats and removal of Holders
Seats become vacant upon dissolution, misconduct, mission repudiation, reporting failure, capture risk, or Board determination of misalignment. Vacancies require due process and supermajority Board approval. Unassigned portions flow to the Mission Pool.
5.8Retirement of Network Seats
In exceptional cases, the Board may permanently retire a Network Seat following public consultation and Founding Core amendment thresholds. No more than four Seats may be retired over the Foundation's lifetime.
5.9Founder compensation prohibition
The Founder may not receive salary, dividends, or other financial benefits from the Mission Funds except for the F1 distribution and unassigned Seat amounts. Operational compensation, if any, must be paid from non-Mission Fund assets.
5.10Tax treatment of Seat distributions
Network Seat Holders are responsible for their own tax obligations. The Company will issue required tax documentation and makes no representations regarding tax treatment.
6.Governance structure
6.1Board of Directors
The Company has a Board of Directors as required by corporate law. For the purposes of this Policy, the Board is responsible for legal compliance and fiduciary duties in respect of the Mission Funds; approving budgets, reserves, and high-level policies affecting the Mission Funds; appointing and removing members of key committees mentioned in this Policy; and ensuring compliance with this Policy. The Board is bound by this Policy in relation to the Mission Funds and should be composed over time of independent, mission-aligned individuals.
6.2Initial Board composition
The initial Board shall consist of no fewer than three and no more than seven directors. Within three years of adoption of this Policy, Board composition should transition so that no more than two directors have a family or significant financial relationship with the Founder; at least one director has demonstrated experience in nonprofit governance, community development, or a related field; and at least one director has legal, financial, or compliance expertise. Directors appointed after adoption of this Policy shall acknowledge in writing that they have read and will uphold this Policy.
6.3Elders Council
The Foundation may establish an Elders Council composed of individuals with a proven track record of contribution to and alignment with the Map mission. Elders must have at least two years of documented involvement with the Map ecosystem or closely related work, must not currently serve on the Board or be Company employees, and must have no unresolved conflicts of interest. Elders are selected through a bylaw-defined nomination and Board approval process. Elders serve advisory and stewardship roles, including participation in key committees, guidance on mission alignment, and periodic policy review. Elders serve three-year terms, renewable up to two times, and may be removed by a two-thirds Board vote for cause.
6.4Operational committees
The Board may establish operational committees related to the Mission Funds, including a Multiplier Committee, Funding Committee, Risk and Security Committee, and Network Steward Committee. Each committee operates under a written charter consistent with this Policy, with defined mandates, term lengths, and conflict of interest rules.
7.Contribution and multiplier system
7.1Purpose
The multiplier system exists to recognize and reward contribution in a structured manner, ensuring that funding decisions are explainable, consistent, and fair.
7.2Base units and multipliers
The Foundation may define a base unit of contribution, such as a standard rate for a unit of work or measurable outcome, and multipliers that adjust this unit based on impact, difficulty, community value, or other transparent criteria.
7.3Multiplier Committee composition
The Multiplier Committee shall include between three and seven members, including at least one Elder where possible, and represent a mix of perspectives such as community contributors, technical contributors, and governance representatives. Members serve fixed two-year terms with staggered rotation.
7.4Conflict of interest
Members must declare conflicts of interest whenever a multiplier decision directly affects them or materially benefits their organization, project, or close collaborators. Conflicted members shall not participate in deliberation or voting on that decision.
7.5Decision process
The Committee shall use published criteria for setting and adjusting multipliers. Criteria must be concise, mission-linked, and measurable where possible. Decisions and reasoning shall be documented in a manner that supports public summary without exposing confidential contributor information.
7.6Appeals process
Any participant directly affected by a multiplier decision may request a review within 30 days. Reviews are conducted either by an uninvolved sub-group of the Committee or a small panel including at least one Elder and one Board representative. Appeals are limited to a single tier, and the reviewed decision is final for that period.
8.Funding pools and allocation
8.1Overview
The Mission Pool consists of the portion of Fair Trade Income remaining after allocation of the Founder Block, payment of operating costs, and setting aside of required reserves, plus one hundred percent of Gift and Grant Income after payment of operating costs and setting aside of required reserves. The Mission Pool is allocated among defined funding pools, including the Mission Execution and Infrastructure Pool, Community Support Pool, and Entrepreneurship and Experimentation Pool. Exact allocation percentages may be set in the bylaws and adjusted in accordance with Section 11, provided the allocation rules in Section 4 are respected.
8.2Mission Execution and Infrastructure Pool
This pool supports core technical and organizational infrastructure for the Map ecosystem, key teams and roles required to keep the platform functioning, and essential educational and documentation efforts. Funding decisions prioritize a clear connection to the core mission and demonstrable, measurable impact.
8.3Community Support Pool
This pool supports local community projects that adopt and extend the Map mission, training, events, and resources that equip people to participate, and communities that demonstrate accountability and transparency. Minimum criteria include clear mission alignment, a simple and realistic plan and budget, and basic accountability for outcomes through short reports or public updates.
8.4Entrepreneurship and Experimentation Pool
This pool supports early-stage, mission-aligned ventures and experiments; new tools, content, or systems benefiting the Map ecosystem; and higher-risk or innovative pilots with potential for later scaling. Minimum criteria include a clear hypothesis and potential mission benefit, transparent ownership and revenue models, and a commitment to share learnings regardless of project success or failure.
8.5Funding decisions
Funding Committee members review applications using the criteria defined in this Section. Conflicts of interest are declared and managed in accordance with this Policy. Decisions are recorded with concise rationales, and aggregated outcomes and learnings are shared publicly in an appropriate format.
9.Reserves and stability
9.1Purpose of reserves
Reserves exist to protect the Foundation and the communities relying on the Mission Funds from short-term volatility in income and unexpected financial disruption.
9.2Reserve target
The Foundation shall maintain a minimum reserve equal to six to twelve months of core operating costs, as determined by the Board and reviewed annually.
9.3Priority of reserves
Required reserves are calculated and set aside from the portion of Fair Trade Income remaining after allocation of the Founder Block and from Gift and Grant Income. Only after operating costs and required reserves are covered are the remaining amounts allocated under Section 8.
9.4Use of reserves
Reserves may be drawn down only in clearly defined circumstances, such as sharp declines in income or urgent mission-critical needs. Any drawdown must be documented, approved by the Board, and accompanied by a reasonable plan to rebuild reserves.
9.5Investment of reserves
The Foundation shall maintain a written investment policy approved by the Board and reviewed at least every three years. Investments shall prioritize preservation of capital, sufficient liquidity, and alignment with Foundation values where reasonably achievable. Prohibited investments include businesses controlled by the Founder, Board members, or their immediate family; Network Seat Holder organizations; and speculative instruments beyond five percent of total reserves unless unanimously approved by the Board with a published rationale.
9.6Protection of Mission Funds
The Company shall not pledge or encumber Mission Funds for obligations unrelated to the Mission Funds and shall maintain appropriate insurance. In anticipation of financial distress, the Board shall prioritize accelerating grant commitments, transferring Mission Fund assets to a successor organization where legally permissible, and documenting the public-benefit intent of Mission Funds. These provisions express intent and do not override mandatory insolvency law.
9.7Insolvency and priority
In the event of insolvency, the Board shall prioritize satisfying legal creditor obligations, completing existing grant commitments where possible, and transferring remaining Mission Funds to organizations with similar public-benefit purposes. Insolvency shall not be used to distribute Mission Funds to shareholders, directors, or other private interests.
10.Data, privacy and cybersecurity
10.1Data minimization
The Foundation shall collect only personal and financial data that is reasonably necessary to carry out its mission and comply with applicable law.
10.2Protection of personal information
Personal and sensitive data shall be stored using appropriate security practices, including encryption where feasible. Access to contributor and applicant data is limited to individuals who require such access for their role and who are bound by confidentiality obligations.
10.3Use of data
The Foundation shall not sell personal data. Data may be used for internal analysis, reporting, and program improvement, with a preference for aggregate and anonymized formats wherever possible.
10.4Cybersecurity responsibilities
The Board shall ensure that a designated person or committee is responsible for cybersecurity oversight. The Foundation shall maintain reasonable technical and procedural safeguards proportionate to its size and the sensitivity of the data it holds. In the event of a significant data breach, affected individuals and relevant authorities shall be notified as required by law.
10.5Public transparency
The Foundation shall publish a clear, plain-language privacy statement and update it as systems, practices, or legal requirements evolve.
11.Cementing period and amendment rules
11.1Founding Core provisions
The following sections are designated as the Founding Core: Section 2 (Mission and purpose); Section 3 (Foundational principles); Section 4 (Financial model and distribution rules); Section 5 (Founder Block and Network Seats); Section 9 (Reserves and stability); and Section 11 (Cementing period and amendment rules), except that this list itself may be updated as permitted by this Section.
11.2Cementing period
For the first three years following formal adoption of this Policy, the Founding Core shall not be amended except where strictly necessary to maintain legal existence, tax status, or regulatory compliance, or to comply with mandatory law that cannot be satisfied by a less intrusive change. Any such amendment must be the smallest possible change, supported by written legal advice, and documented with reasoning demonstrating intent to preserve the mission.
11.3Core amendment tokens, years 4 to 10
From the beginning of year 4 through the end of year 10, a limited number of amendments to the Founding Core are permitted through a Core Amendment Token system. The Foundation is granted a total of five tokens at inception. Up to three tokens may be used in years 4 and 5, and up to two additional tokens may be used in years 6 through 10. Each amendment to any Founding Core section consumes one token, regardless of scope. Once all tokens are used, amendments are permitted only under legal necessity with heightened approval thresholds or through an Extraordinary Amendment Process involving extended deliberation, supermajority Board approval, unanimous Elders Council approval, independent legal review, and delayed implementation.
11.4Approval thresholds for Founding Core amendments
Any permitted amendment to the Founding Core after the cementing period must receive at least an eighty percent supermajority vote of the Board, majority endorsement of the Elders Council where such a council exists, and be subject to a public notice and cooling-off period of not less than 90 days. After the cooling period, the Board may confirm or withdraw the proposal in light of community feedback.
11.5Non-core amendments
Provisions not designated as part of the Founding Core, including operational and procedural details, may be amended by a two-thirds supermajority of the Board and any additional process defined in the bylaws. All such amendments should respect the spirit and intent of the Founding Core.
12.Interpretation and implementation
12.1Role of legal counsel
This Policy is intentionally written in accessible language. Legal counsel is responsible for translating it into enforceable articles, bylaws, resolutions, and contracts. Where applicable law forces a deviation, counsel shall recommend the nearest available structure that preserves the mission and the principles in Section 3 and explain the resulting tradeoffs in plain language to the Board.
12.2In case of doubt
Where interpretation is required in relation to the Mission Funds, decision makers shall test proposed actions against the following questions: whether the action protects and advances the mission in Section 2; respects the Founding Core in Section 3; avoids concentration of power and conflicts with the no-throne and anti-capture principles; ensures that no Gift and Grant Income flows to the Founder Block; and would appear reasonable and fair to an informed participant reading this Policy. Actions that do not pass these tests should be reconsidered or rejected, even if technically permissible.
12.3Periodic review
At least once every three years, the Board and any Elders Council shall jointly review compliance with this Policy, the effectiveness of income classification procedures, the need for updates to non-core operational sections under Section 11.5, and whether any use of Core Amendment Tokens is being considered. Reviews shall be documented and summarized at a high level for the community.
12.4Annual reporting
The Foundation shall publish an annual report including total Fair Trade Income and Gift and Grant Income, operating costs and their percentage of total income, reserve levels, Founder Block distributions by Seat, Mission Pool allocations by category, summaries of Network Seat Holder reports, any complaints received and their resolution, and a Board certification of compliance with this Policy.
12.5Community accountability
Any Network Seat Holder, recent grant recipient, or documented active contributor may submit a written concern regarding alleged violations of this Policy. The Board shall acknowledge receipt within 30 days, investigate or explain why investigation is unwarranted, provide a written response within 90 days, and document all concerns and responses. Unsatisfied complainants may request review by the Elders Council, which shall issue a non-binding advisory opinion. Retaliation for good-faith concerns is prohibited.
12.6Regulatory reporting
If the Foundation becomes aware of a material violation of applicable law or this Policy, it shall report to relevant authorities as required and take prompt corrective action.
13.Degrowth and sunset principle
13.1Possibility of spend-down
If it becomes clear that the Foundation's ongoing financial role is no longer necessary for the Map mission, the Board may propose a deliberate spend-down plan rather than indefinite accumulation of wealth.
13.2Conditions for a spend-down
Any spend-down plan must prioritize completing existing commitments, support a healthy transition for affected communities, be developed through open consultation with clear justification, treat remaining Mission Funds as a final act of service, and be approved under the amendment thresholds in Section 11.4.
13.3After sunset
Following a spend-down or winding up of the Company, any remaining Mission Fund assets shall be distributed only to organizations with similar public-benefit purposes. The Map mission may continue in other forms, including shared knowledge, stories, and tools available for others to build upon.
14.Definitions
14.1Defined terms
For convenience, key terms used in this Policy are defined as follows. Company means And Can Did Inc. Designated Account means a bank or investment account holding Mission Funds. Elder means a member of the Elders Council. Elders Council means the advisory body described in Section 6.3. Fair Trade Income means revenue received at or below a published price for products or services. Foundation means the Map Foundation, a ring-fenced structure within the Company. Founder means the individual who originated the Map mission, as identified in Company records. Founder Block means ten percent of Fair Trade Income before deductions, divided into Network Seats. Founding Core means the protected provisions listed in Section 11.1. Gift and Grant Income means revenue that is not Fair Trade Income, including donations, grants, and amounts above published prices. Guardian Committee means the body that confirms Founder incapacity under Section 5.1. Map means the open ecosystem defined in Section 2.1. Map ecosystem means the network of software, tools, communities, and practices using or supporting Map. Mission Funds means all money and assets in Designated Accounts governed by this Policy. Mission Pool means the portion of Mission Funds available for mission-aligned distributions under Section 8. Network Seat means one of ten positions, designated F1 through F10, each entitled to one-tenth of the Founder Block in a given year. Network Seat Holder means an individual or entity holding a Network Seat. Network Steward Committee means the body that manages Network Seats after Founder incapacity. Total Mission Fund Income means the sum of Fair Trade Income and Gift and Grant Income.