FusionTraceFoundation

FusionTrace Foundation · Governance

Governance.

The Board of Directors governs the Foundation. The Independent Directors Committee alone acts on certification. The stewards keep the Standard.

An Independent Director is never a steward. The two stewards, Stephen Pales and Jim Cords, hold the two Interim Steward seats and have their own page: Stewards.

Board of Directors

Five seats. Three of them independent.

The Board has five seats: two Interim Steward seats and three Independent Director seats, one each for a person from a nongovernmental organization, from civil liberties work and from law enforcement. Once a person holds each of the three independent seats, Independent Directors are a majority of the Board at all times, and the Chair is an Independent Director.

Until that day the Board acts only to organize the Foundation and to seat the Independent Directors. It conducts no certification and takes no other action on the Standard.

  1. Interim Steward seat

    Stephen Pales

    • Director
    • Interim Chair

    Named an initial director in the Certificate of Incorporation filed 27 October 2026. Elected interim Chair by the Organizational Consent, Part 2, on 7 November 2026, to serve until the Board elects an Independent Director as Chair.

  2. Interim Steward seat

    James Cords

    • Director
    • Secretary and Treasurer

    Named an initial director in the Certificate of Incorporation filed 27 October 2026. Elected Secretary and Treasurer by the Organizational Consent, Part 2, on 7 November 2026.

  3. Independent Director

    Lindsey Gray

    • Nongovernmental organization seat
    • Founder and chief executive, A Healing Heathen's Hub

    Elected to the nongovernmental organization seat by written consent of the Interim Stewards, completed 10 November 2026: the Foundation's first Independent Director. A Healing Heathen's Hub is a Virginia nonprofit recognized under section 501(c)(3).

    A survivor, OSINT-certified trafficking investigator, and federally recognized OVC trainer. She spent the past year pressure-testing the Standard from the survivor's side before anyone offered her a seat.

  4. Open

    Civil liberties seat

    • Independent Director

    Held by a person from civil liberties work. Vacant, to be filled as the Bylaws provide.

  5. Open

    Law enforcement seat

    • Independent Director

    Held by a person from law enforcement. Vacant, to be filled as the Bylaws provide.

Independence

An Independent Director is not an officer, director, employee, shareholder or contractor of any company whose product or software seals to the Standard, and is not a family member of anyone who is. Before election, each nominee gives the Secretary a signed statement that the nominee qualifies, with the disclosure statement the Conflict of Interest Policy requires, and signs it again each year. Directors and officers serve without pay.

Independent Directors Committee

The Committee alone acts on certification.

The Independent Directors Committee is every Independent Director in office. An Interim Steward takes no part in, and does not vote on, any certification of a product of a company in which the steward holds an interest, including any conformance determination, suspension or withdrawal concerning it. The Committee acts on those matters, and on any arrangement in which a director who is not independent has a financial interest. It acts by a majority of its members at a meeting, or by unanimous written consent, and reports each action to the Board.

  1. Member

    Lindsey Gray

    • Nongovernmental organization seat

  2. Open

    Civil liberties seat

    • Independent Director

  3. Open

    Law enforcement seat

    • Independent Director

Reserved Matters

Four kinds of decision need, besides any other vote, the affirmative vote of a majority of the Independent Directors then in office: adopting, revising or withdrawing any part of the text of the Standard; any action on certification, including the rules, exams and procedures, every conformance determination, and any suspension or withdrawal of a certification; any action under the license of the Foundation's name, seal and domain; and amending the Bylaws or the Certificate.

Stewards

The stewards keep the Standard.

The Standard is stewarded by Stephen Pales and Jim Cords, co-founders of BlueWave Technology, Inc., which builds software to it. Any vendor may build to the Standard, and every implementation, the first included, is held to the same rules.

Stephen Pales and Jim Cords hold the two Interim Steward seats on the Board. They are the founding stewards of the Standard, and they are not Independent Directors. An Interim Steward serves until replaced by a vote of a majority of the Independent Directors then in office, in which the Interim Stewards do not vote. Who they are, and the careers behind them, is on the Stewards page.

The record

Where each fact on this page comes from.

Certificate of Incorporation
Filed with the Oklahoma Secretary of State on 27 October 2026, filing number 2113999559. It names Stephen Pales and James Cords as the initial directors.
Organizational Consent
Executed 7 November 2026. Part 1, by the three incorporators, records that the two Interim Steward seats are held by the initial directors and that the three Independent Director seats are vacant. Part 2, by the initial Board, adopts the Bylaws, elects Stephen Pales interim Chair and James Cords Secretary and Treasurer, and directs the directors to seek candidates for the three independent seats.
Bylaws
Adopted 7 November 2026 by the Organizational Consent, Part 2. Section 3.2 sets the five seats; 3.3 the independent majority; 3.4 the organizing period; 3.5 the Reserved Matters; 3.6 the recusal of Interim Stewards; 3.8 the nominee's statement; 5.1 the Independent Directors Committee; 6.2 that the Chair is an Independent Director once all three independent seats have holders.
Election of Lindsey Gray
Her acceptance and nominee statement were executed 9 November 2026. The written consent of the Interim Stewards electing her to the nongovernmental organization seat was completed 10 November 2026. The same consent records that the civil liberties and law enforcement seats remain vacant, to be filled as the Bylaws provide.
Nonprofit
The FusionTrace Foundation is an Oklahoma not-for-profit corporation; its certificate of incorporation was filed with the Oklahoma Secretary of State on 27 October 2026 (filing number 2113999559). Its application for recognition as a 501(c)(3) public charity, Form 1023-EZ, was filed with the IRS on 28 October 2026 (agency tracking 77554519426). A determination is pending; until it is issued, no gift is tax deductible.
Changes
This page changes the day the record does. A seat is shown as filled only once the written consent electing its holder is complete, and an office only once the consent electing its holder is complete.