# SUCCESSION — Operational Continuity Protocol

> What happens to the Antiquity Guild when the Founding Guildmaster is no longer available to operate it. Drafted under § Perpetuity (Living Book) which commits the Guild to perpetual duration with horizontal, non-inheritable authority. This document operationalizes that commitment — without it, the Guild dies with its Founder regardless of what the Book says.

**Status:** Drafted 2026-05-16. Requires Wolfé to: (1) designate Trustees, (2) seal credentials envelope, (3) review and sign. Not in force until signed.

---

## I. The continuity problem

A nonprofit can be doctrinally immortal and operationally fragile at the same time. The Guild as of this writing has:

- One Founding Guildmaster (Wolfé) with full operational knowledge
- One BECU **business checking account** (in formation), **titled to The Antiquity Guild as a WA UNA** with Wolfé as founding signer in fiduciary capacity (see § I-A below for what this structural choice does and does not protect)
- One Stripe account, authorized to Wolfé
- One cPanel hosting account at Crimson Red, paid by Wolfé
- One domain registration, held personally by Wolfé
- Admin credentials known only to Wolfé
- Master env vars known only to Wolfé
- Living Book amendment process that requires the Founding Guildmaster's affirmation during the Seed Phase

If Wolfé is hit by a bus tomorrow, every one of those becomes inaccessible. The Guild's Living Book remains beautiful and the Guild itself ceases to function within weeks.

This protocol prevents that.

---

## I-A. Estate separation — the load-bearing structural distinction

The BECU bank account is **the Guild's asset, not Wolfé's**. Per § Asset Irreversibility and § Perpetuity, this distinction is structurally and legally meaningful:

- The account is **titled to "The Antiquity Guild"** as a Washington Unincorporated Nonprofit Association, with the Guild's EIN (41-5027098), UBI (606-171-320), and Charity Registration #2013009 as the identifying numbers. NOT titled as "Wolf [name] DBA Antiquity Guild." The institutional name appears on the account, the checks, the deposit slips, and the statements.
- Wolfé signs as **Founding Guildmaster in fiduciary capacity**, not as the personal owner of the funds. The funds are Guild property under WA UNA law; Wolfé is the empowered signer, comparable to how a corporation's CFO signs on the corporate account without owning the corporation's cash.
- On Wolfé's death, the account does **NOT enter probate** and is **NOT distributed to heirs**. Wolfé's estate has no claim on Guild funds — the funds were never Wolfé's to begin with. The Trustees per this document update the signer cards at BECU to remove Wolfé and add the active Trustees as new fiduciary signers. The account number, routing number, statement history, and Stripe payout destination all remain unchanged.
- The same posture applies to the Stripe account, the cPanel hosting account, the domain registration, and any other Guild-owned vendor relationship that happens to currently be signed-for or paid-for by Wolfé personally during Seed Phase. The Trustees inherit the SIGNER role (or equivalent vendor relationship); they do NOT inherit the OWNERSHIP, because Wolfé never owned these in his personal capacity — they were always Guild assets held under his fiduciary signature.

**Why this is load-bearing:** without this distinction, the Guild's continuity on Wolfé's death becomes a probate question, which means a judge somewhere decides who inherits what, with months of delay, and possibly unfavorable outcomes if heirs contest. WITH this distinction, the Trustees walk into BECU on Day 7 of activation, present this document plus the activation trigger, and update the signer cards. The Guild's operational continuity does not pass through a courtroom.

**What this distinction does NOT do:** it does not protect the Guild from being sued in its own capacity (UNA members can carry shared liability for Guild acts; insurance and operational hygiene are the mitigations). It does not exempt the Guild from federal or state tax obligations on its activities. It does not grant the Guild 501(c)(3) tax-exempt status (deliberately not pursued; see `data/founding-declaration.json` § structure.501c3_rationale). It does not protect Wolfé personally from liability for his own acts as Guildmaster.

**What this means for the BECU account opening conversation:** Wolfé enters the second BECU meeting with the six questions listed in `docs/BANKING_WORKFLOW.md` § I. The first question is the load-bearing one: account titled to the Guild as UNA, NOT to Wolfé DBA. If BECU's onboarding interface does not natively support that structure, the conversation escalates to a banker who can title an institutional account. If BECU as an institution cannot do this for a UNA, the Guild banks elsewhere.

---

## I-B. What you are inheriting

The Guild you walk into on activation day is a substrate, not a body. The substrate is the engineered architecture: the codebase, the records system, this and the other doctrine docs, the validation dashboards in the quarterly ledgers, the Founding Declaration verified at boot, the Living Book PDF as sole canonical authority. The body is the operational embodiment in the world: Reps in the field, contributions flowing through the four channels, Floor offerings published, Authorization Cards in circulation, contracts active.

At any inheritance point, the substrate will be more developed than the body. That is not a failure of the institution; it is the inheritance constraint the Founding Guildmaster built toward. Whoever inherits, at whatever date, inherits a substrate they can read and continue, not a body they must build from scratch.

Your role on activation is twofold: keep the substrate intact (do not let it drift; do not edit doctrine docs without the formal Amendments Process; do not rewrite history in the LOGs), and grow the body (register as a Rep yourself, recruit Rep #N, publish a Floor offering, activate Betterment when capacity allows). Both matter. The substrate without a body is a beautifully built institution that does no work in the world. The body without a substrate is well-intentioned action with no perpetuity. The two together are the Guild.

Read this document, the Living Book PDF, and `docs/INDEX.md` first. Then read the substrate the way you would read a person's character: not for what is missing, but for what has been built into the bones. If at any point the substrate is unclear to you, stop. Read the Living Book section the substrate is honoring. Then read the substrate again. The substrate's intent is always the Book's; if you find the substrate doing something the Book does not authorize, the substrate is the error and the Book wins.

The deeper operating disposition the substrate is built under (No-Exemption, voice-unity, Yule pattern) lives in `memory/project_design_doctrine.md` § 0; that is the engineering doctrine, and Trustees do not need to read it day one. The Book and `docs/INDEX.md` are enough to begin.

---

## II. Trustees

**Trustee** in this document means: a human Wolfé has personally selected, who has agreed to hold emergency continuity authority, and whose role activates ONLY upon the Founding Guildmaster's incapacity, death, or written voluntary stepdown.

### Trustee count and selection

- **Minimum:** 2 Trustees. The continuity envelope cannot be opened by one person alone (single point of failure).
- **Maximum:** 5 Trustees. Beyond that, coordination collapses.
- **Selection:** Made by the Founding Guildmaster personally, in writing, named by handle and (where consent given) legal name. Trustees are NOT Members, NOT Reps, NOT Guardians — they sit outside the capacity model deliberately, because their role is one-shot and they must be unconflicted.
- **Acceptance:** Each Trustee must affirm acceptance in writing, with date and signature. Acceptance is revocable by the Trustee at any time with 30-day written notice to the Founding Guildmaster (during Seed Phase) or to the other Trustees (after Seed Phase).
- **Replacement:** If a Trustee revokes, becomes unreachable for 90 days, or predeceases the Founding Guildmaster, the Founding Guildmaster names a replacement. A Guild with zero Trustees is in violation of this protocol and must remedy within 30 days.

### Current Trustees

- **Trustee 1:** _(to be designated by Wolfé)_
- **Trustee 2:** _(to be designated by Wolfé)_
- _(additional optional)_

---

## III. The continuity envelope

A sealed package — physical or cryptographically split — containing the minimum knowledge required to keep the Guild operating without the Founding Guildmaster.

### Contents

The envelope MUST contain:

1. **Hosting credentials**
   - Crimson Red cPanel login (username + password OR password manager export keyfile)
   - Domain registrar login + 2FA backup codes
   - DNS provider credentials if separate from registrar
2. **Banking credentials** (the account stays put on activation; signers change — see § I-A above for the structural posture)
   - BECU online banking login (or successor bank)
   - Bank-on-file contact: branch, banker name if any, account number, routing
   - **Account titling confirmation:** copy of BECU's account-opening document showing the account titled to "The Antiquity Guild" as UNA, with EIN/UBI/Charity-Reg #s listed as identifying numbers. This is the proof Trustees present at BECU to update signer cards rather than to inherit the account.
   - **Trustee-step playbook:** `docs/BANKING_WORKFLOW.md` § VII (Trustee succession playbook, banking-specific). The Trustees' step-by-step within 72 hours / 7 days / 14 days of activation.
3. **Payment processor credentials**
   - Stripe account login + 2FA backup codes
   - Stripe restricted API keys (only what server.js uses)
4. **Email infrastructure**
   - SMTP credentials used by `lib/email.js`
   - Domain mail account passwords
5. **Application secrets**
   - Production `.env` snapshot (with `STRIPE_SECRET_KEY`, `STRIPE_WEBHOOK_SECRET`, `SESSION_SECRET`, `ADMIN_USERNAME`, `ADMIN_PASSWORD`)
   - Database backup decryption key if used
   - Any other secrets server.js requires
6. **Operational guide**
   - This document (`docs/SUCCESSION.md`)
   - `data/founding-declaration.json` (printed copy)
   - `docs/Liber_Vivens_Sodalicii_Antiquitatis.pdf` (printed copy)
   - `docs/FOUNDER_WITNESS.md` (printed copy, sealed)
   - `docs/runbooks/CPANEL_DEPLOY.md` (deploy steps)
   - `docs/PERPETUITY_PLAN.md` (strategy)
   - One-page **First 30 Days** guide for Trustees: what to do, in order, when activated
7. **Contact list**
   - Lawyer of record (if any)
   - Accountant of record (if any)
   - WA Secretary of State Charities Division: 1-800-332-4483
   - IRS Tax-Exempt and Government Entities contact
   - At least 3 people known to Wolfé personally who can vouch for Trustee identity if challenged
8. **Living Book Continuity Amendment template** — a pre-drafted § Amendments Process invocation that records the Founding Guildmaster's passing and the transition of authority to the horizontal structure of Guardians and Representatives (no new Guildmaster), with Trustees as temporary stewards, ready to be ratified by Trustees + remaining Guardians on activation.

### Storage method (choose one or layer multiple)

**Option A — Physical sealed envelope (simplest):**
- Two identical envelopes, each at a different physical location
- Notarized seal (tamper-evident)
- Stored with a trusted custodian (attorney, safe deposit box, fireproof safe) where each Trustee knows where to retrieve

**Option B — Cryptographic split (Shamir's Secret Sharing):**
- A 2-of-3 or 3-of-5 Shamir split of the secrets bundle
- Each Trustee holds one share; an additional share held in escrow
- Requires opening custom software to reassemble — Trustees need printed instructions

**Option C — Hybrid:**
- Operational guide + printed docs in physical envelope (Trustees can act immediately)
- Secrets bundle as Shamir split (requires Trustee coordination — anti-rogue-Trustee protection)

**Recommended:** Option C. The Trustees can begin orientation immediately without coordination, but no single Trustee can hijack credentials.

### Re-sealing cadence

- Envelope contents re-sealed at minimum **annually**, on the anniversary of the Founding (March 14)
- Triggered re-sealing when any credential rotates (e.g., Stripe key regenerated, BECU password changed)
- Re-sealing log kept in `docs/SUCCESSION_LOG.md` with date, what changed, who witnessed

---

## IV. Activation triggers

The continuity protocol activates upon **any** of the following:

1. **Confirmed death** of the Founding Guildmaster (death certificate or equivalent legal documentation)
2. **Confirmed incapacity** — documented by two independent medical professionals stating the Founding Guildmaster cannot make decisions
3. **Voluntary stepdown** — signed and dated written declaration by the Founding Guildmaster
4. **Disappearance** — 180 consecutive days of total non-response across all known communication channels, with at least three documented contact attempts by each Trustee

Trustees MUST NOT activate the protocol based on disagreement with the Founding Guildmaster's decisions, perceived poor judgment, or any non-incapacity reason. Wrongful activation is itself a Living Book § Reporting a Violation event and grounds for Trustee removal by the remaining Guardians/Reps.

---

## V. First 30 days after activation

Trustees, upon activation, execute in this order:

### Day 0–1
1. Confirm trigger (death cert / incapacity finding / signed stepdown / 180-day record)
2. Notify other Trustee(s)
3. Open continuity envelope per chosen storage method
4. Notify lawyer + accountant of record (if any)

### Day 1–3
5. Log into hosting, banking, payment processor — verify access works. **Banking note:** the BECU account itself is NOT rotated, transferred, closed, or re-opened. Per § I-A, the account is the Guild's, not Wolfé's. Trustees rotate the credentials and prepare to update signer cards (Day 7 step below) — the account number, routing number, and statement history persist.
6. Rotate ALL credentials to new Trustee-controlled secrets (online-banking password, hosting password, Stripe API keys, ADMIN_PASSWORD, SESSION_SECRET, SMTP password, registrar password). BECU 2FA re-enrolled with Trustee phone numbers.
7. Re-seal a new continuity envelope with the rotated credentials
8. Post public notice on the Transparency Hub: "Founding Guildmaster has [died/stepped down/become incapacitated]; Trustees are temporarily stewarding continuity per docs/SUCCESSION.md. The Guild continues."

### Day 3–14
9. Convene a temporary Guardians council if any Guardians exist; otherwise convene known Reps
10. Draft and ratify the Living Book amendment recording the transition (template in envelope)
11. Schedule a Continuity Ratification Vote (§ Consensus Practices) within 90 days to ratify the Continuity Amendment confirming the transition to the Guild's horizontal Guardian-and-Representative structure (the Living Book forbids appointing a new Guildmaster)
12. **Update BECU signer cards (Day 7 target):** Trustees appear together at the BECU Renton Benson branch with: death certificate / incapacity finding / signed stepdown letter; printed `docs/SUCCESSION.md`; printed `data/founding-declaration.json`; each Trustee's government ID; printed WA Charities Registration #2013009 lookup. Request signer-card update to remove Wolfé and add active Trustees as fiduciary signers. The account remains titled to The Antiquity Guild. Decline any BECU suggestion to "transfer the account to an heir" or "close and re-open." See `docs/BANKING_WORKFLOW.md` § VII for the full playbook.

### Day 14–30
12. If financial obligations are coming due (hosting renewal, charity registration renewal, tax filing) — meet them. Trustees have the authority to do so under this protocol.
13. Audit the past 90 days of Treasury inflows/outflows to confirm no anomalies
14. Publish the first post-transition Transparency Hub snapshot
15. Communicate with Members and Reps via newsletter that the Guild is functional and the doctrinal continuity (Living Book, Core Values, Mission) is intact

### Day 30+
16. Per § Governance & Stewardship, no new Guildmaster is appointed; authority transitions fully to the horizontal structure of Guardians and Representatives operating under Direct Democracy. The Founding Guildmaster may have appointed initial Guardians in advance to ease this transition.
17. The Continuity Amendment recording this transition is drafted and ratified per § Consensus Practices
18. Trustee terms expire on ratification of the Continuity Amendment

---

## VI. What Trustees CANNOT do

- Amend the Living Book outside the formal § Amendments Process
- Liquidate the Perpetuity Vault (§ Asset Irreversibility — vault principal never spent, full stop)
- Transfer Guild assets to themselves or to entities they control
- Change the Mission, Core Values, or Motto (§ Amendments Process: these are explicitly unamendable)
- Disband the Guild without consensus per § Consensus Practices (§ Termination Policy & Process)
- Hold their Trustee role beyond ratification of the Continuity Amendment (there is no successor Guildmaster to appoint)

Trustees are temporary keyholders, not heirs. Authority is horizontal per § On Sovereignty + § Perpetuity — Trustees keep the lights on while the horizontal authority reorganizes around the new shape.

---

## VII. Per-credential rotation schedule (the boring discipline that saves Guild)

| Credential | Rotation cadence | Last rotated | Next rotation |
|---|---|---|---|
| Stripe API keys (restricted) | Annually | _(to be filled)_ | _(to be filled)_ |
| Stripe webhook secret | On any Stripe dashboard change | _(to be filled)_ | _(to be filled)_ |
| `SESSION_SECRET` | Annually | _(to be filled)_ | _(to be filled)_ |
| `ADMIN_PASSWORD` | Quarterly | _(to be filled)_ | _(to be filled)_ |
| BECU online banking | Annually | _(to be filled)_ | _(to be filled)_ |
| cPanel password | Annually | _(to be filled)_ | _(to be filled)_ |
| Domain registrar 2FA backups | When generated | _(to be filled)_ | _(to be filled)_ |
| SMTP password | Annually | _(to be filled)_ | _(to be filled)_ |

Each rotation triggers a re-seal of the continuity envelope. See § III.

---

## VIII. Failure modes this protocol anticipates

1. **Trustee betrayal** — Shamir split prevents one Trustee from acting alone. Trustees know each other's identity so collusion is detectable.
2. **Lost envelope** — Two physical copies at separate locations. Redundancy against fire, flood, theft, building collapse.
3. **Trustee unreachable** — 90-day reachability standard. Replacement protocol in § II.
4. **Wolfé reappears after activation** — the doctrinal default is that Wolfé resumes role, but the continuity amendment process may have already crystallized new arrangements; revert with care, per § Consensus Practices.
5. **All Trustees gone simultaneously** — catastrophic but addressable: any Guardian or, in their absence, any Rep with documented relationship to the Founding Guildmaster, may initiate emergency continuity proceedings via WA Secretary of State filing and trace through legal channels.
6. **Hostile state action** — if a government attempts to seize Guild assets or compel disclosure beyond what law actually requires, Trustees consult counsel before complying. Guild's posture is to protect Member dignity even against ostensibly legal demands when those demands would harm.

---

## IX. Review cadence for this document

This protocol is itself versioned. Reviewed and re-signed by Founding Guildmaster + Trustees:

- **Annually** on March 14 (Founding anniversary)
- **Upon any structural change** (new Trustee, new bank, new hosting, new credential type)
- **Upon Living Book amendment** that touches § Governance, § Termination, or § Perpetuity sections

---

## Signature block

```
Founding Guildmaster signature:  Wolfé
Date initially drafted:          2026-05-16
Date signed and activated:       [TBD]

Trustee 1 name/handle:           [TBD]
Trustee 1 acceptance date:       [TBD]

Trustee 2 name/handle:           [TBD]
Trustee 2 acceptance date:       [TBD]
```

---

*This document is a draft generated 2026-05-16 by Claude (Opus 4.7) during Tier-1 perpetuity infrastructure build. Wolfé reviews, designates Trustees, and seals.*
