OPEN PANEL — Canon (single source of truth)

OPEN PANEL — Canon (single source of truth)

This file locks every cross-cutting decision so all other documents stay coherent. Status: DRAFT v0.1 — working assumptions, not legal/financial advice. Names are provisional. Author: drafting session 2026-06-13. Owner: operator (Christian).

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0. One-paragraph thesis

The story is free; the universe is the asset. A Delaware Public Benefit Corporation gives finished comics away at no cost, forever — free distribution is the top-of-funnel growth strategy and an ordinary business expense, and the mission (advancing literacy and the comic art form) lives in the PBC’s public-benefit charter. The intellectual property is owned by the PBC, which employs the officers, runs the free reader, and earns the licensing revenue directly. Everything downstream — merchandise manufacturing licenses, strategic partnerships, adaptations, premium collectible editions — is monetized under the VARIANT brand/division of the PBC. Officer wealth is native (PBC equity, options, profit), with none of the inurement machinery a charity would impose.

The comic metaphor encodes the model: the standard issue is free; the variant — the premium, collectible, licensed layer — is where money is made. (The earlier nonprofit-owns-IP design — 501(c)(3) + for-profit sister — is retained as a conservative fallback; a Perpetual Purpose Trust / golden-share steward is the deferred permanence upgrade. See §2.)

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1. Brand architecture (PROVISIONAL — operator to confirm names)

Layer	Working name	Legal form	Role	One-liner
Movement / umbrella	OPEN PANEL	(brand, owned by the PBC)	The shared identity & mission	”Comics belong to everyone.”
Publisher (IP owner)	OPEN PANEL, Inc. (“the PBC”)	Delaware Public Benefit Corporation	Owns the IP; creates & distributes free comics; employs officers	”The story is free. Forever.”
Commercial layer	VARIANT (e.g. Variant Licensing / Variant Studios)	Brand/division of the PBC (or wholly-owned sub)	Merch licensing, partnerships, adaptations, collectibles	”Own the universe.”
Collectible / DAO	LONGBOX ($LONGBOX)	Non-financial membership/collectible token under the masthead (legal wrapper TBD — §2b)	Community/governance/collectible layer	”Archive the run.”

• Why these names: “Open Panel” = open-access + the comic panel. “Variant” = the premium collectible cover in comics culture — literally the monetized layer on top of the free standard issue. “Longbox” = where collectors archive their run — the natural name for the collectible/DAO sub-brand (sits under OPEN PANEL/VARIANT, never over them; see brand/NAMING_CLEARANCE.md). The pairing is thematically self-explaining.
• The PBC owns all trademarks and licenses usage (including to the VARIANT division).
• Alternate masthead name sets to offer the operator: {INKWELL / INKWELL RIGHTS}, {SPLASHPAGE / SPLASH}. Treat the name as a swappable token. (LONGBOX is now claimed for the collectible/DAO layer; PULLBOX / BACKISSUE are its alternates per NAMING_CLEARANCE.)

Voice & visual direction (base identity)

• Voice: generous, plainspoken, a little punk — “library energy, not paywall energy.” OPEN PANEL speaks like a public institution that loves the medium; VARIANT speaks like a confident premium label.
• Visual: the panel grid and the gutter (the white space between panels) are the core visual motif. Ink-black + paper-white base; one electric accent per sub-brand (OPEN PANEL = signal/ink blue; VARIANT = collectible gold/foil). Newsprint texture as heritage cue. Monospace + a humanist sans for the system; a display face for logos.
• Full identity lives in brand/BRAND_IDENTITY.md.

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2. Legal & tax thesis (the spine — US assumption)

Jurisdiction assumed United States (Delaware PBC). If the real jurisdiction differs, this section is the first thing to revisit. Not legal advice. Full structure analysis and the demoted fallback design live in business/ENTITY_STRUCTURE_REVIEW.md and business/LEGAL_STRUCTURE.md.

The default thesis — PBC-center (Structure B)

The venture is self-funded by licensing, founders keep control, and exit is undecided — a brief that cuts against a charity. So the IP does not sit in a 501(c)(3). Instead:

1. OPEN PANEL, Inc. is a Delaware Public Benefit Corporation (DGCL §§361–368). Its charter names a public benefit — advancing literacy and the comic art form by creating and freely distributing comics — which legally protects directors when they weigh mission against profit. This carries the “library energy” halo without the charity.
2. The PBC owns the IP, employs the officers, runs the free reader, and earns licensing revenue directly. VARIANT is a brand/division of the PBC (or a wholly-owned sub if a liability firewall is later wanted) — no arm’s-length master license required, because there is no tax-exempt boundary to keep at arm’s length.
3. Officer wealth is native and legal: founders’ common stock, an option pool, profit distributions. No inurement wall, no §4958, no §512(b)(13), no UBIT machinery on the IP path. This is where upside is built — directly, not via a separate bridge entity.
4. Free comics = an ordinary business expense (top-of-funnel growth) that offsets licensing income — arguably a cleaner tax outcome than charitable-program accounting.
5. Optional satellite 501(c)(3) — later, only if useful — a lean grantmaking/outreach charity (comics into schools/libraries, creator hardship grants) that never owns the IP. It can take deductible donations/grants for those programs without any inurement/ UBIT/attribution machinery touching the crown-jewel asset.

Permanence upgrade — steward-ownership (Structure C, deferred)

When the operator commits to never sell, bolt a Perpetual Purpose Trust (or a golden share held by a mission steward) over the PBC — the Patagonia (2022) model. It separates economic rights from control rights: the trust holds voting control and a trust document permanently locks the mission (comics stay free, the company can’t be sold, the mission can’t be stripped); founders sit on the stewardship committee → control retained; the operating company stays for-profit with real officer/creator economic participation, only the windfall sale foreclosed. This is a clean Phase-2 upgrade to the PBC — no teardown. The DAO’s legal wrapper (§2b) can itself serve as this steward. Adopt only when permanence is chosen — it is a one-way door on the exit.

Fallback — 501(c)(3) + for-profit sister (Structure A, demoted)

The original design (nonprofit owns the IP as charitable program; licenses commercial rights arm’s-length to an independently-owned VARIANT; passive royalties flow up UBIT-free under §512(b)(2); officers take §4958 reasonable-comp only and build wealth solely in the for-profit). It is correctly drafted but mis-specified for this brief — it forecloses exit and cedes control (independent-majority board) through the heaviest-compliance vehicle available, to buy deductible donations and grants the operator says aren’t needed. Adopt only if grants/donations become a real funding pillar. Retained as the fallback design in business/LEGAL_STRUCTURE.md; do not invest further drafting there unless the brief changes.

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2b. Token / DAO layer (collectible — non-financial)

Detail in business/TOKENIZATION_DAO.md (defers to this CANON) and naming/clearance in brand/NAMING_CLEARANCE.md. Not securities/legal advice.

• LONGBOX ($LONGBOX) is a non-financial membership / collectible / governance token under the OPEN PANEL/VARIANT masthead — community and governance, not a financial instrument. Kept non-financial to stay clear of Howey.
• Issuance: Base via the Zora Coins Protocol (reach, fiat onramps, perpetual- royalty rails) for the consumer/collectible coin.
• Rights/royalty registry: Story Protocol is the candidate on-chain IP/royalty layer mirroring the Rights & Royalty LEDGER (§6 #4) — mirror, not replacement.
• Real royalty cashflow stays in the LEDGER, never in the token. A royalty-backed token would likely be a security — explicitly out of scope here; flag for counsel.
• Legal wrapper (a Cayman Foundation Company or Wyoming DUNA, jurisdiction TBD) can double as the Structure-C steward holding the mission-lock (§2). One entity, two jobs: DAO wrapper + permanence steward.

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3. Canonical product (what we are building)

A free comics platform with one reader engine shared across four surfaces:

• Web app (product/SPEC_WEB.md) — primary reach; catalog + reader + account; PWA.
• Mobile app (product/SPEC_MOBILE.md) — offline downloads, the daily-reading surface.
• Desktop app (product/SPEC_DESKTOP.md) — the “collector’s library” + creator tooling host.
• Backend (product/SPEC_BACKEND.md) — catalog, identity/entitlements, media pipeline, the Rights & Royalty Ledger, analytics, and the Variant commerce surface.

Core reading experience: page view and “guided view” (panel-by-panel pan/zoom along an authored reading path), offline download, resumable progress, accessibility (alt-text per panel, dyslexia-friendly mode), localization.

The product is both the free reading product (OPEN PANEL) and the commerce/licensing product (VARIANT). One identity, two contexts (reader vs. collector/buyer/licensee).

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4. Canonical technology stack (locked defaults)

Chosen to match operator’s competencies (TypeScript + React + Rust + Supabase) and a free-at-scale, media-heavy, offline-capable product.

Concern	Choice	Notes
Web	Next.js (App Router) + React + TypeScript + Tailwind, PWA	SSR catalog for SEO/reach
Mobile	React Native (Expo)	shared TS; offline downloads; native reader perf
Desktop	Tauri (Rust shell + web UI)	lightweight, offline library, signed installers
Shared reader engine	TypeScript package (@openpanel/reader)	one engine, all 3 clients
App backend	Supabase (Postgres + Auth + Storage + RLS)	accounts, catalog metadata, progress
Heavy services	Rust (axum) services	media pipeline + Rights/Royalty ledger + licensing
Object storage + CDN	Cloudflare R2 + CDN (or S3+CloudFront)	comic page assets, tiled images
Media format	Comic Package Format (CPF) — open manifest	see §6 foundational contract
Payments	Stripe	VARIANT store (+ satellite-c3 donations later, separate account)
Search	Postgres FTS → (later) a dedicated index	catalog discovery
Analytics	privacy-respecting event pipeline	no third-party ad trackers; COPPA-aware
Auth/identity	Supabase Auth, one identity across surfaces	reader vs. buyer context, not separate logins
IaC / deploy	containers; operator’s existing patterns	dual-prod optional; CDN-first for assets

DRM stance: free comics ship with minimal/no DRM (mission alignment + reach). Variant premium editions use entitlement checks, not hard DRM, by default.

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5. Creator economics (a real fork — flagged)

A comics company lives or dies on creator trust (Image Comics’ creator-ownership model is the cultural gold standard). Decision to put to the operator:

• Model 1 — PBC-owned (work-for-hire): creators paid fair upfront + a contractual downstream royalty share funded from VARIANT proceeds. The PBC holds IP cleanly (simplest rights story). Recommended default.
• Model 2 — Co-ownership / licensed-in: creators retain/ co-own IP; grant the PBC a free-distribution license + VARIANT a commercial option. Most creator-friendly; more complex rights ledger and royalty accounting.
• Hybrid (DEFAULT proposal): the PBC takes a perpetual free-distribution license + first commercial option; creator co-owns and earns a fixed % of net licensing revenue, paid via the Rights & Royalty Ledger. Captures creator goodwill. Under PBC-center this is a normal commercial contract — simpler, with no charitable-program rights overlay to keep clean.

Whatever is chosen, the Creator Agreement is machine-readable and drives the royalty ledger (see §6). Default creator share to model: author-favorable (placeholder: 50% of net downstream licensing attributable to their work — operator to set).

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6. Foundational contracts (durable interfaces — change rarely, break loudly)

These are the load-bearing schemas/specs every workstream depends on. Detailed in architecture/FOUNDATIONAL_CONTRACTS.md.

1. Comic Package Format (CPF) — open manifest for a comic: pages, panels, guided-view regions & order, metadata, ratings, locale, accessibility alt-text, credits. The single artifact the reader engine consumes on all platforms.
2. Content API contract — catalog, series/issues, reading progress, entitlements fetch.
3. Identity & Entitlements contract — accounts; free-access (always granted) vs. premium entitlements; one identity across reader/buyer/licensee contexts.
4. Rights & Royalty Ledger schema — canonical model of works → rights → grants → licensees → royalty terms → payouts. The PBC (IP owner) and external licensees use it; the §2b token registry mirrors it, never replaces it. The bridge between product and business.
5. Creator Agreement data model — terms machine-readable; feeds the royalty ledger.
6. Master License Agreement — terms for outbound licensing (to manufacturers/partners/ studios; legal text + its ledger representation). Under PBC-center, VARIANT is a division so no internal inter-entity license is needed; the Foundation→Variant master license is required only in the §2 fallback structure.
7. Event/Analytics contract — privacy-respecting reading & engagement events.

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7. Operating contracts (how the org runs — architecture/OPERATING_CONTRACTS.md)

1. Governance charter — PBC public-benefit clause + board/decision rights. (Fallback/ Structure-C variants: two-board independence; or the steward-trust committee.)
2. Conflict-of-interest policy — governs related-party and (in the fallback) Foundation↔Variant transactions.
3. Compensation policy — standard PBC comp. (Fallback: §4958 rebuttable-presumption process for nonprofit officers.)
4. Reinvestment / mission-spend policy — how surplus funds the free-comics program + creator pay + reserves. (Mandatory in the fallback; charter-driven in the PBC.)
5. IP intake & licensing policy — how IP enters the PBC and flows out to licensees.
6. Creator revenue-share policy — operationalizes §5.
7. Data & privacy policy — readers, minors/COPPA (comics skew young), GDPR posture.
8. Editorial & content-rating policy — what gets published, ratings, moderation.
9. Brand & trademark usage policy — the PBC owns marks, licenses usage (incl. LONGBOX).
10. Financial controls — independent audit, reserves policy. (Fallback adds UBIT monitoring + state charitable registration.)
11. Inter-team SLAs — product ↔ free-reader program ↔ VARIANT commerce.

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8. Workstreams (delivery map — delivery/WORKSTREAMS.md)

• WS0 Foundations — entity formation, brand, foundational contracts, infra baseline.
• WS1 Reader Core — CPF + shared reader engine (blocks all clients).
• WS2 Web · WS3 Mobile · WS4 Desktop — the three client surfaces.
• WS5 Backend & content pipeline — catalog, identity, media ingest.
• WS6 Rights & Royalty platform — the business backbone (blocks Variant monetization).
• WS7 Variant commerce & licensing portal — store, partner/licensee management.
• WS8 Creator platform — submission, contracts, royalty dashboards.
• WS9 Brand & design system.
• WS10 Trust, Safety & Compliance — ratings, COPPA, moderation, corporate/legal ops (PBC benefit reporting; UBIT/charity ops only in the fallback structure).

Dependency spine: WS0 → WS1 → {WS2,WS3,WS4}; WS5 → WS6 → WS7/WS8 in parallel.

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9. Locked terminology (use everywhere)

• PBC = OPEN PANEL, Inc., a Delaware Public Benefit Corporation — the IP owner, publisher, and employer of officers; runs the free comics (the default per §2).
• VARIANT = the commercial brand/division of the PBC (licensing, merch, partnerships, collectibles). In the §2 fallback only, an independently-owned for-profit sister.
• Foundation = fallback/optional term only: the 501(c)(3) — either the demoted Structure-A charity (IP owner) or the deferred lean satellite charity (grants/outreach, never owns IP). Do not use “Foundation” to mean the default IP owner — that is the PBC.
• LONGBOX ($LONGBOX) = the non-financial collectible/membership/governance token & DAO sub-brand under the masthead (§2b).
• Steward trust = the Structure-C Perpetual Purpose Trust / golden-share steward holding the permanent mission-lock (§2); may be the DAO legal wrapper (§2b).
• Standard issue = a free comic. Variant edition = a premium/collectible/licensed product.
• CPF = Comic Package Format. Ledger = Rights & Royalty Ledger.
• Residuals = net surplus reinvested in the mission (charter-driven in the PBC; mandatory & undistributable in the fallback charity).
• Brand/product nouns are ALL-UPPERCASE in prose per operator style guide; lowercase in code/paths/identifiers.

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10. Open decisions (interview the operator)

1. Jurisdiction — US / Delaware PBC assumed. Confirm or correct (changes the entire legal section).
2. Brand name — OPEN PANEL / VARIANT is the draft; LONGBOX for the collectible/DAO layer. Approve or pick an alternate set.
3. Entity structure — B. PBC-center (default) vs. C. steward-trust permanence (adopt when committing to never-sell) vs. A. 501(c)(3) fallback (only if grants/ donations become a funding pillar). Default: B now, C deferred.
4. Creator economics — Model 1 / 2 / Hybrid (default) + the creator % .
5. Token nature — non-financial membership/collectible (recommended) vs. royalty-RWA (securities-heavy; out of scope per §2b).
6. Token issuance chain — Base/Zora (recommended) vs. alternatives; Story Protocol for the rights/royalty registry mirror.
7. DAO / steward wrapper jurisdiction — Cayman Foundation Company vs. Wyoming DUNA (doubles as the Structure-C steward).
8. Depth & priority — which workstream to deepen into a build-ready spec first.