docs(charter): replace CLA with DCO; plugin exception becomes the module-boundary mechanism (HT-21)

[zaridan]

What

Charter §3/§7 amendment (HT-21). Contributions move from CLA/consolidated-copyright to DCO-only inbound — contributors keep their copyright, permanently. The commercial-module model now rests where it always legally rested: on the plugin exception (AGPL-3.0 §7 additional permission), not on core ownership.

• CHARTER.md §3 — DCO replaces the CLA; a "Given up, deliberately" record prices the trade honestly (dual-licensing, the CLA's patent grant/warranties/employer sign-offs); module boundary section names the exception as the sole legal mechanism (repo separation does no legal work for npm-bundled modules), makes it symmetric and §13-covering, and moves its counsel deadline to before the first external contribution — under DCO the text cannot be broadened afterward without every contributor's consent; forks inherit the exception, so name/marks + npm org + marketplace are the commercial assets (trademark policy added to pre-launch counsel work); Resonant IQ is bound by the core's license like any licensee.
• CHARTER.md §7 — governance line: CLA → DCO sign-off.
• CONTRIBUTING.md — PRs stay closed, but the gating item is now the exception text, not a CLA; future requirement will be git commit -s and nothing else.
• CLAUDE.md — human-review rationale no longer cites dual-licensability (that option is being given up); ownership phrasing aligned.

Why

The old §3 claimed consolidated copyright "is what makes it lawful to also sell first-party commercial modules." That claim is wrong — verified 2026-07-10 against primary sources (vendor LICENSE/CONTRIBUTING files, FSF texts, §7 mechanics; e.g. Element's CLA exists solely to sell AGPL exceptions on its core). Meanwhile a single-vendor CLA is the exact trust signal the self-hosted audience screens against (HashiCorp 2023; Cal.com went fully closed via its CLA in April 2026). Exception-sale revenue is ~nil for an operator-run helpdesk, so the CLA's only real value was an option this project doesn't want to hold.

Full research basis and the counsel-work rescope are in HT-21 and the comment on HT-5.

Notes for review

• Honest-accounting check: §3's "Given up, deliberately" paragraph is the decision record — if anything there reads over- or under-stated, that's the paragraph to push on.
• The amendment is charter-level only; the exception drafting itself is HT-5 counsel work and deliberately not attempted here.
• Text went through an adversarial 3-lens review (internal consistency, legal accuracy vs. research + AGPL text, restraint/voice); all surviving findings applied.

🤖 Generated with Claude Code

Summary by CodeRabbit

• Documentation
  • Updated licensing guidance to adopt a DCO-based contribution model and clarify the plugin exception.
  • Revised governance language to reflect updated licensing and trademark-policy requirements.
  • Clarified product ownership wording and human-review expectations for substantive changes.
  • Updated contribution instructions to explain the AGPL-3.0 core model and current contribution status.
  • Refined guidance on when contributions may be accepted and what legal documentation must be finalized first.

[coderabbitai]

No actionable comments were generated in the recent review. 🎉

ℹ️ Recent review info

⚙️ Run configuration

Configuration used: defaults

Review profile: CHILL

Plan: Pro Plus

Run ID: 6ef64744-1fed-4c4a-b281-5859aec2e205

📥 Commits

Reviewing files that changed from the base of the PR and between 2f90bc6 and 5f2f3ef.

📒 Files selected for processing (3)

• CHARTER.md
• CLAUDE.md
• CONTRIBUTING.md

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📝 Walkthrough

Walkthrough

The documentation updates establish DCO-only contributions, revise the commercial plugin exception and governance status, adjust contribution timing guidance, and update Helpthread’s ownership and human-review wording.

Changes

Licensing and governance

Layer / File(s)	Summary
Charter licensing and governance terms CHARTER.md	The charter replaces the CLA/consolidated-copyright model with DCO-only contributions, defines the plugin exception, removes dual-licensing language, and updates governance and counsel timing.
Contribution and project guidance CONTRIBUTING.md, CLAUDE.md	Contribution guidance reflects the AGPL-3.0 core and future DCO sign-off, while project ownership and human-review wording are revised.

Estimated code review effort: 2 (Simple) | ~10 minutes

🚥 Pre-merge checks | ✅ 5

✅ Passed checks (5 passed)

Check name	Status	Explanation
Description Check	✅ Passed	Check skipped - CodeRabbit’s high-level summary is enabled.
Title check	✅ Passed	The title clearly reflects the main documentation changes: replacing CLA with DCO and elevating the plugin exception as the module-boundary mechanism.
Docstring Coverage	✅ Passed	No functions found in the changed files to evaluate docstring coverage. Skipping docstring coverage check.
Linked Issues check	✅ Passed	Check skipped because no linked issues were found for this pull request.
Out of Scope Changes check	✅ Passed	Check skipped because no linked issues were found for this pull request.

✨ Finishing Touches

🧪 Generate unit tests (beta)

• Create PR with unit tests
• Commit unit tests in branch docs/ht-21-dco-charter-amendment

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