A gift instrument · not a statement of intent
The Donor Covenant
Most charities publish a “Donor Bill of Rights”. It is an ethics statement. It is not binding, and no donor has ever enforced one in court.
This is a different kind of document. It is drafted as a gift instrument, which means the promises in it attach as legal restrictions to every gift made in response to them.
We would rather be bound than believed.
Why this one binds
The mechanism, stated plainly.
A charity that accepts a gift for a stated purpose holds it for that purpose. That obligation comes from three directions at once: charitable trust law and the Foundation’s fiduciary duty; the Uniform Prudent Management of Institutional Funds Act, adopted in 49 states and the District of Columbia, which requires primary consideration be given to donor intent as expressed in a gift instrument; and contract, since courts have held that accepting a restricted gift creates a bilateral contract to apply it as offered.
The step that makes a published page do this work is well established, and charities are usually warned about it as a hazard:
Absent a written gift agreement, courts may treat solicitation materials as the gift instrument. Organisations can inadvertently create restricted gifts if they unwittingly commit to specific uses of gifts in their solicitation materials.
The standard caution given to nonprofit boards
We are doing it on purpose. Everything below is written in the language of restriction rather than the language of marketing, so that a court reading it later finds terms rather than enthusiasm.
The covenant
Terms
Between Webspinner LLC, an Oregon limited liability company operating as the Webspinner Foundation (“the Foundation”), and each person or entity making a gift in response to this page (“you”).
Effective as of the date of your gift. These terms attach to your gift in the form published at the moment you make it. Later amendments to this page do not alter the terms of a gift already made, and the Foundation retains each published version so the terms governing any gift can be produced on request.
1. Your gift is restricted
Every gift made in response to this page is accepted as a donor-restricted gift, restricted to the AInoculate programme: the development, testing, translation, teacher preparation and independent evaluation of the AInoculate curriculum, and the tooling made available free to educators in support of it. The Foundation may not apply your gift to any other programme.
2. What “100% goes to the effort” means
We define this so it is capable of being enforced rather than merely believed.
- It means your gift is not applied to the Foundation’s general administrative overhead — its filings, bookkeeping, audit, insurance, or the cost of programmes other than AInoculate. The Foundation bears those itself.
- It does not mean that payment processing is free. Where a processor deducts a fee before funds reach the Foundation, the Foundation never receives that portion and cannot restrict it. Giving by bank transfer or cheque avoids this entirely.
- It does not mean nobody is paid. Paying people properly to write and evaluate curriculum is the purpose of the fundraising, not a deduction from it.
3. Your right to know
On request, and not more than twice in any twelve-month period, the Foundation will provide you with a written accounting of how gifts restricted under this covenant have been applied, and confirmation of the unspent balance. The Foundation’s general financial reporting is published on the Foundation’s own site.
4. Your right to enforce
The Foundation expressly reserves to you, and to your estate, the right to enforce the restriction in clause 1, in addition to any right of enforcement held by the Attorney General of Oregon.
We state this because in most states enforcement of a charitable restriction belongs to the Attorney General alone — UPMIFA deliberately omits donor standing. Courts have nonetheless granted donors standing to enforce their own gifts, most prominently in Smithers v. St. Luke’s-Roosevelt Hospital Center (N.Y. App. Div. 2001), and some states treat restricted gifts as contracts the donor may enforce. An express reservation strengthens that position. It cannot manufacture standing where a state refuses it, and we will not pretend otherwise.
5. If we abandon the work
If the Foundation discontinues the AInoculate programme, or determines it can no longer honour the restriction in clause 1, it will not retain your gift. Unspent restricted funds will be transferred to one or more organisations exempt under section 501(c)(3) that are then pursuing substantially the same purpose — AI literacy or media literacy education for school-age children — selected by the Foundation’s governing body, which will act in good faith and give preference to an organisation that will continue to make the materials freely available. Donors of record will be notified of the selection.
No organisation is named here, deliberately. Naming a successor in a public instrument would create an expectation for a third party that has not agreed to it and may not exist, or may not want it, when the clause is needed. Nothing in this covenant obligates any organisation to accept a transfer or to continue the work.
Funds go to a like-purpose organisation rather than back to you deliberately. A gift that might revert to its donor can jeopardise the donor’s own charitable deduction, which requires any prospect of reversion to be “so remote as to be negligible”. A gift-over achieves the same discipline without putting your deduction at risk.
6. Changing these terms
The restriction in clause 1 may be released or modified only with your consent, or by order of a court of competent jurisdiction on notice to the Attorney General. The Foundation cannot alter it unilaterally, and amending this page does not alter the terms attaching to a gift already made — each gift is governed by the version in force when it was made, which the Foundation retains.
7. What this covenant does not do
- It does not give you control over programme decisions, hiring, or curriculum content. Restriction of purpose is not direction of work.
- It does not promise a particular result. We publish null results, and a gift buys the attempt and the honest measurement of it, not a successful outcome.
- It does not constitute tax or legal advice. The Foundation is organised to operate as a charitable organisation exempt under section 501(c)(3) of the Internal Revenue Code. Whether your particular gift is deductible depends on the Foundation’s exempt status at the time of your gift and on your own circumstances, and you should confirm both with your own adviser rather than rely on this page. We will provide our current determination and registration details on request.
8. Governing law
This covenant is governed by the law of the State of Oregon, without regard to its conflict-of-laws rules.
9. Registration and disclosure
Charitable organisations soliciting in Oregon register with, and file annual financial reports to, the Oregon Department of Justice, Charitable Activities Section. Those filings are public. On request we will provide our registration details and our most recent annual report, and the Foundation’s general financial reporting is published on the Foundation’s own site.
Why bother.
We spend the rest of this site arguing that institutions should be judged on what they can show rather than what they assert. It would be incoherent to ask schools to hold AI to a standard of “show me the source” and then ask donors to take our word for where their money goes.
So the promise is written as a term, and the term binds.