TERM | DEFINITION |
|---|
Acting Member | A person temporarily exercising the Member’s reserved powers under the Articles of Incorporation, whose valid consent within that authority satisfies any requirement for Member consent. |
Acting President | The first available, qualified, disinterested Director next in line who exercises ordinary presidential authority during presidential absence, incapacity, or vacancy. |
Adoption Trigger | Constitution v2.0, or substantially derived text, becoming the effective United States constitution, after twelve months without a pending validity challenge or final resolution upholding it. |
Amendment Bridge | Procedure for amending the Articles of Incorporation, Bylaws, and Constitution v2.0 before conversion without Complete Governance, or whenever the Constitutional Review Panel cannot approve amendments. |
The Archive | The Nonprofit’s permanent program preserving the complete record of the Nonprofit and Constitution v2.0, providing lasting public access to it. |
Board of Directors | The Nonprofit’s governing body, acting collectively rather than through any individual Director. |
Board Resolution | A formal action adopted by the Board of Directors under the meeting and voting requirements applicable to that matter. |
Bylaws | The bylaws of the Nonprofit, as amended from time to time, subordinate to these Articles. |
Chain of Authority | The five-level escalation path established by the Bylaws for matters whose assigned decision-maker has not been established, cannot act, or cannot impartially decide. |
Complete Governance | The governance stage in which all eleven Pillar Director and all three Independent Director positions are occupied by qualified, onboarded Directors. |
Constitution v2.0 | ReDrafting America’s flagship product: a ground-up reimagining and public constitutional proposal to succeed the existing United States Constitution through peaceful and lawful means, developed through public research and participation and potentially culminating in ratification; abbreviated ‘Cv2.’ |
Constitutional Review Panel | An Other Body vested with review and approval authority over Eternity Clause and Constitution v2.0 amendments, on which the regular members of the Independent Review Panel hold linked seats. |
Corporate Officer | A Pillar Director who also holds the paired corporate office, leads its department, and answers to the Board. Independent Directors are not Corporate Officers. |
Designated Alternate | The eligible person the Member names, or the Independent Review Panel names when it selects a successor Member, to succeed as Member if the Designated Successor declines, misses the acceptance deadline, or is not eligible and willing. |
Designated Successor | The eligible person each Member names, or the Independent Review Panel names when it selects a successor Member, with signed acceptance, to succeed first to the Member position when it becomes vacant. |
Director | A member of the Board of Directors. |
Disinterested Directors | Directors without a material personal, financial, familial, professional, or other conflict in the particular matter, excluding the subject of a proceeding. |
Eternity Clause | A Protected Provision consisting of an entire Article of the Articles of Incorporation or the Bylaws designated for heightened amendment, entrenchment, and anti-circumvention protection. |
Formation Governance | The temporary stage from incorporation until three different qualified Directors fill the President, Secretary, and Treasurer positions and every serving Director completes required onboarding. |
Formation authority | The Founder’s and the Member’s authority during Formation Governance to take any action and amend the Articles of Incorporation, Bylaws, or Constitution v2.0. |
Founder | ReDrafting America’s original incorporator and principal architect, who conceived its mission, established its founding governance framework, and authored the Bylaws. |
Governance Lifecycle | The six operating states — Formation, Minimum, Quorum, Pillar, Complete, and Legacy Governance — each defining the Board’s composition, priority, and authority. |
Guardian | A stewardship capacity which gives the President veto and consent authority over Constitution v2.0 and the Member over the Eternity Clauses. |
Independent Counsel | A licensed Pennsylvania attorney or firm holding no internal office, standing in for the Independent Review Panel where assigned; the Chain of Authority’s fourth level. |
Independent Director | A Director serving in an Independent Director position established by the Bylaws, protected from Member control. |
Independent Review Panel | An outside panel of independent attorneys making assigned reviews and decisions, including when internal decision-makers are conflicted or absent; the Chain of Authority’s third level; its regular members serve on the Constitutional Review Panel as a mandatory duty of membership. |
Interim President | A person temporarily holding the office of President until a permanent President takes office, exercising the authority the Bylaws or appointing resolution provide. |
Internal Revenue Code | The Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law. |
Just Cause | Substantiated misconduct, neglect of duty, lost qualifications, mission abandonment, or comparable serious conduct justifying action. An allegation, investigation, or suspension alone is not Just Cause. |
Legacy Governance | The permanent governance stage beginning upon Mission Fulfillment Conversion, in which the five-position Mission Fulfillment Board operates the Nonprofit’s continuing programs. |
Member | The Nonprofit’s single statutory voting member, holding only reserved powers, whose identity is confidential and who acts only through the Independent Review Panel. |
Member Accountability Provisions | Bylaws provisions on the Member’s compensation, conflicts, ethics, age limit, and protection of Directors against retaliation, which the Member may not veto and must adopt when the law requires. |
Minimum Governance | The pre-conversion governance stage while three through six qualified Director positions are occupied, prioritizing preservation and recruiting enough Directors to reach Quorum Governance. |
Mission Fulfillment Conversion | The certified transition from the Board of Directors to the five-position Mission Fulfillment Board, after which the Board’s size is five and Quorum is three. |
Mission Fulfillment Phase | The period beginning upon an Adoption Trigger during which the Nonprofit completes its post-adoption commitments and transitions to its continuing educational, preservation, and accountability responsibilities. |
Mission Preservation Covenants | The enduring commitments that every Eternity Clause preserves. |
The Museum | The Nonprofit’s permanent program explaining the complete history of the Nonprofit and Constitution v2.0 through exhibits and educational programs. |
Nonprofit | ReDrafting America, a Pennsylvania nonprofit corporation. |
Official Representative | Any individual or Other Body that acts for, represents, or serves the Nonprofit, whether paid or unpaid. |
Other Body | A person or group other than the Board of Directors or its committees, holding powers the Bylaws vest under 15 Pa.C.S. §§ 5103 and 5721. |
Pillar Governance | The pre-conversion governance stage in which all eleven Pillar Director positions, but not all Independent Director positions, are occupied by qualified Directors. |
Preservation Findings | The written findings, required for an amendment affecting an Eternity Clause, that the amendment preserves the Primary Mission and every Mission Preservation Covenant. |
President | The Pillar Director who holds the office of President and serves as Chief Executive Officer under the Bylaws. |
Primary Mission | The mission stated in Section 3.1 of the Articles of Incorporation. |
Protected Provision | A provision of the Articles of Incorporation or the Bylaws given heightened amendment, entrenchment, and anti-circumvention protection, including every Eternity Clause. |
Public Benefit Governance Model | The Nonprofit’s voluntary commitment to governance principles used by benefit corporations, considering its mission, affected communities, and long-term public consequences. |
Quorum | The minimum number of eligible voting members of a governing body who must be present to conduct business. |
Quorum Governance | The governance stage with at least seven qualified Director positions occupied but fewer than all eleven Pillar Director positions filled. |
Reserved Designation | A sealed, nontransferable designation lodged with the Independent Review Panel during Formation Governance, entitling one named person to reclaim membership. |
Standard Clause | Any Article of the Articles of Incorporation or the Bylaws that is not an Eternity Clause, including every provision within it. |
