INSTITUTIONAL COUNSEL CORPORATION [IC CORP.].

Council Corporation (IC Corp.) is: “Collective authority. Proposal-driven democracy.”.

📖 Institutional Council Corporation (IC Corp.).

A corporation without a President, Vice President, or CEO, instead governed by a Council of Directors (1–20 members). Each Director holds equal authority, and all decisions are made collectively by vote.

Core Features

Council Governance
- Starts with 1 Director (full authority).
- As more Directors are added, power divides equally.
- Maximum of 20 Directors, all equal.
- No hierarchy, no “boss.”

Proposal-Based Shareholder Rights
- Shareholders own Council Stock.
- They do not vote for Directors.
- They vote on proposals (policies, strategies, dividends, mergers) that the Council chooses to advance.

Transparency
- All Director votes must be published.
- Annual reports show vote tallies and decisions.
- Removes hidden executive control.

How It Differs from Other Entities

C-Corp → CEO + Board elected by shareholders.
LLC → Usually member-managed or manager-managed.
IC Corp → Equal council, no CEO, shareholders influence via proposals, not leadership battles.

Purpose

The IC Corp is meant to:

Prevent concentration of power in one person.
Encourage collective, transparent governance.
Protect against hostile takeovers and proxy fights.
Create a fairer balance between Directors and shareholders.

👉 In short:
The IC Corp is a next-generation corporate structure, designed for equality at the top and meaningful input from investors — a blend of council governance and direct democracy in proposals.

Logo Description – IC Corp. Emblem.

🌐 Logo Description – IC Corp. Emblem

Core Geometry

Outer Circle: A perfect ring of 20 evenly spaced nodes (small spheres or dots).
- Each node represents a potential Director seat.
- All identical in size → emphasizes equality.
- If used dynamically, active nodes can glow, showing the current number of Directors.
Inner Gold Ring: A smooth metallic gold band within the outer circle.
- Symbolizes the proposal system — filtering shareholder ideas inward.
- Suggests value, integrity, and sacredness of governance.
Central Core: A solid deep navy disk in the middle.
- Represents the corporation itself — unified, stable, and protected.
- Provides visual weight and balance.

Typography

Below the emblem, in bold sans-serif font:
- IC CORP. (primary mark).
- Clean, modern typography with slight tracking (space between letters).
- Optional secondary line: Institutional Council Corporation spelled out in smaller caps.

Color Palette

Emerald Green (#2E8B57): Equality, growth, prosperity (used for nodes).
Gold (#FFD700): Integrity, value, shareholder flow (inner ring).
Navy Blue (#001F54): Authority, trust, stability (core).
White or Silver accents: For contrast in digital or print.

Stylistic Finish

Metallic gradients: Gold ring with brushed or radial shine.
Subtle glow: Active Director nodes can softly glow when used digitally (e.g., website animation).
Flat mode: Simplified 2D version works well for letterheads, stock certificates, and legal filings.
Ticker icon: A minimalist version (navy core + 6 nodes) could serve as a recognizable mark in stock exchanges.

Symbolism at a Glance

Council of Directors → represented by the outer green ring.
Proposal System → golden inner ring of trust.
Unified Corporation → solid navy foundation.
Equality → symmetry and equal spacing, no hierarchy.

How the 📜 Articles of Incorporation FUNCTION.

📜 Articles of Incorporation.

Institutional Council Corporation.

Article I – Name

The name of the corporation is:
[Insert Name], Institutional Council Corporation (“IC Corp”).

Article II – Duration.

The duration of the corporation is perpetual.

Article III – Purpose

This corporation is organized under the [State] Institutional Council Corporation Act to engage in any lawful act or activity for which corporations may be organized.

Article IV – Council of Directors.

The business and affairs of the corporation shall be managed by a Council of Directors.
The number of Directors shall be not fewer than 1 and not more than 20.
If only one Director serves, such Director shall exercise the full powers of the Council.
As additional Directors are added, all Directors shall share authority equally.
No President, Vice President, or Chief Executive Officer shall exist within this corporation.

Article V – Shares

The corporation is authorized to issue [Insert Number] shares of Council Stock.
Holders of Council Stock shall have the right to vote on proposals as defined in the Bylaws, but shall not have the right to elect or remove Directors.

Article VI – Incorporators

The name and address of the incorporator(s) are:

[Insert Name & Address].

Article VII – Registered Office and Agent

The registered office of the corporation in [State] is:

[Insert Address]
The registered agent at that address is:
[Insert Name].

Article VIII – Limitation of Liability.

No Director shall be personally liable to the corporation or its shareholders for monetary damages, except as required by law.

Executed this [Day] of [Month], [Year].

[Name of Incorporator].

📘 Bylaws (Revised).

Institutional Council Corporation.

Article I – Council of Directors.

Authority: All corporate powers are vested in the Council of Directors.
Number: The Council shall consist of not fewer than 1 and not more than 20 Directors.
Voting:
- If only one Director serves, that Director’s decision constitutes the act of the Council.
- If two or more Directors serve:
  - Standard business requires a majority vote.
  - Extraordinary matters (merger, dissolution, amendments) require two-thirds (2/3).

Facilitator: The Council may appoint a meeting Facilitator by simple majority; this role has no additional authority.
Terms: Directors shall serve 3-year terms and may be reappointed.
Selection: Directors are selected by Council vote; shareholders shall not elect Directors.

Article II – Officers

The corporation shall not have a President, Vice President, or CEO.
The Council may appoint officers such as Secretary and Treasurer to perform administrative functions.
Officers serve at the pleasure of the Council and do not hold executive authority.

Article III – Shareholders

Rights: Shareholders may:
- Submit proposals to the Council.
- Vote on proposals advanced by the Council.
- Receive dividends as determined by the Council.

Limitations: Shareholders shall not elect Directors, remove Directors, or alter the composition of the Council.

Article IV – Proposals and Voting

Submission: Any shareholder may submit a proposal in writing to the Council.
Review: The Council must review all proposals within 90 days.
Approval: If approved by the Council, proposals are submitted to shareholders.
Voting Thresholds:
- Standard proposals: majority of votes cast.
- Extraordinary proposals (merger, dissolution, amendments): two-thirds (2/3) of votes cast.

Article V – Transparency

The Council shall publish the record of all votes to shareholders within 30 days of each meeting.
The corporation shall provide shareholders with an annual report including:
- Names of current Directors.
- Major decisions and vote tallies.
- Financial statements.

Article VI – Amendments

These Bylaws may be amended upon:

Approval by two-thirds (2/3) of the Council, and
Approval by two-thirds (2/3) of shareholder votes cast through the proposal system.

Sample Pitch Script to a State Lawmaker.

📜 Sample Pitch Script to a State Lawmaker.

Introduction
“Hello [Representative/Senator NAME], my name is Daniel McKelvie. I’m a founder and innovator working on new models of corporate governance. I’d like to share an idea that could strengthen fairness and accountability in business law here in [STATE].”.

The Idea
“I am proposing a new type of corporation called the Institutional Counsel Corporation, or IC CORP. Unlike a traditional C-Corp or S-Corp, this structure has:

Equal Directors – no president or vice president. All directors share equal authority and vote on company functions.
Proposal-Based Shareholders – shareholders do not elect directors; instead, they vote on proposals that are brought before the board.
Scalable Equality – the company can begin with just one director, and as more are added, authority is evenly divided.

This structure creates balance, reduces concentration of power, and gives shareholders a more direct say in company direction.”.

Why It Matters
“This type of corporate form could appeal to startups, cooperatives, nonprofits transitioning to business, and innovative companies that want equal governance instead of hierarchy. Just like Delaware introduced the Benefit Corporation, our state could lead in introducing the IC CORP. as a new option.”.

The Ask
“I would like to work with you, or with your committee, to draft legislation that would officially add IC CORP. to our state’s list of incorporation options. I already have a draft outline of how the bylaws and structure could look, and I would welcome the chance to share it with your staff.”.

Closing
“Would you be open to meeting with me, or directing me to the right committee, so we can explore making this a bill for the next legislative session? This could be a landmark innovation in business law for our state.”.

LEARN THE REAL TRUTH ABOUT, MORE ULTRI SACOR, COSAMOAS, THE INFINITE.