This Article is an Eternity Clause under Article X.
Section 9.1 Amendment Procedure
Except under the Formation authority, every amendment of these Articles, the Bylaws, or Constitution v2.0, and every proposal for voluntary dissolution, begins with a resolution of the Board of Directors, except a petition of the Member under 15 Pa.C.S. § 5972(a)(2), which the Board shall take up as a proposal. For these Articles, that resolution is the proposal under 15 Pa.C.S. § 5912(a)(1). The Bylaws establish who may submit proposals to the Board and the vote each type of amendment requires. After the Board acts, the following rules apply:
Type of Action | Resulting Procedure |
|---|---|
Standard Clause of the Bylaws | Takes effect as provided in the Adoption and Amendment of the Bylaws Section |
Standard Clause of these Articles | Adopted upon legally required ministerial Member adoption without approval discretion or veto, subject to the Member conflict procedure; takes effect upon filing with the Department of State |
Amendment affecting an Eternity Clause | Proceeds to the Constitutional Review Panel; takes effect only when every safeguard of the Eternity Clause Safeguards Section is satisfied, or as the Amendment Bridge provides while it applies |
Amendment to Constitution v2.0 | Follows the Bylaws’ review procedures and a Constitutional Review Panel vote, or the Amendment Bridge while it applies; takes effect only as the Constitutional Review Panel Section of these Articles provides |
Voluntary dissolution | Proceeds as provided in the Anti-Circumvention Section, the Dissolution Article of these Articles, and the Bylaws |
Amendment required by law | Proceeds as provided in the Mandatory Legal Compliance Section |
The Board of Directors shall vote to adopt or reject each complete proposal affecting an Eternity Clause or Constitution v2.0. It shall vote within ninety (90) days after the proposal is submitted; a proposal not voted on within that period stands on the agenda of every regular meeting of the Board of Directors until voted on.
Members have no right to propose an amendment of these Articles by petition under 15 Pa.C.S. § 5912(a)(2). They have no right to propose a plan by petition under 15 Pa.C.S. § 322(a)(2).
Section 9.2 Restatement
The Nonprofit may restate these Articles as permitted by law. Any restatement which changes, omits, or weakens an Eternity Clause is an amendment of that Eternity Clause and is subject to the Protected Provisions Article.
Section 9.3 Mandatory Legal Compliance
A change in applicable federal, state, or local law may require an amendment to these Articles or the Bylaws, including any Eternity Clause. When it does, the Board of Directors shall adopt that amendment within ninety (90) days after the change takes effect; until it is adopted, the conflicting provision is applied only to the extent the law permits. The amendment includes every conforming change to the provisions it affects. The amendment requires no other approval, finding, consent, or procedure under these Articles or the Bylaws, except that the Independent Review Panel shall certify in writing, before adoption, that each change the amendment makes is one the law requires; a change the Panel does not certify is not adopted under this Section. When the Independent Review Panel cannot act, Independent Counsel gives that certification. It prevails over any conflicting provision, including any Eternity Clause. Where applicable law requires the Member to approve an amendment of these Articles, the Member shall give that approval. The amendment shall be limited to the changes the law requires.
Section 9.4 Amendment Bridge
While this Section applies, the Amendment Bridge established by this Section governs every amendment of these Articles, the Bylaws, and Constitution v2.0. It applies in place of the safeguards that the Eternity Clause Safeguards Section requires and in place of the Constitutional Review Panel approval required by the Constitutional Review Panel Section and by the Amendment and Constitutional Review Section, so that the Nonprofit always retains a lawful means of amending its governing documents while its Other Bodies are formed. An amendment required under the Mandatory Legal Compliance Section proceeds under that Section. For a voluntary dissolution, the Independent Review Panel, or Independent Counsel when the Panel cannot act, adopts at every stage after Formation Governance the written findings that replace the Preservation Findings.
Except during Formation Governance, when amendments are made as the Formation authority provides, each amendment requires a Board Resolution adopted under the requirements for the stage of the Governance Lifecycle in effect when the Board of Directors acts:
- (a)Formation Governance — as the Formation authority in this Section provides.
- (b)Minimum Governance — every amendment requires the affirmative vote of every occupied Director position eligible to vote on the matter. An amendment affecting an Eternity Clause or Constitution v2.0 also requires the Board of Directors’ written reasons.
- (c)Quorum Governance — an amendment of a Standard Clause requires the vote the Bylaws establish for it. An amendment affecting an Eternity Clause or Constitution v2.0 requires the affirmative vote of every occupied Director position eligible to vote on the matter and the Board of Directors’ written reasons.
- (d)Pillar Governance — the requirements of Quorum Governance apply. An amendment affecting an Eternity Clause or Constitution v2.0 also requires written Preservation Findings adopted by the Independent Review Panel, which bind as the Constitutional Review Panel’s findings would. If the Independent Review Panel cannot act, Independent Counsel adopts the findings.
- (e)Complete Governance — the Amendment Bridge does not apply while the Constitutional Review Panel can approve amendments. While it cannot, the requirements stated for Pillar Governance apply.
- (f)Legacy Governance — the requirements stated for Pillar Governance apply.
Except for an amendment required under the Mandatory Legal Compliance Section, a Board of Directors occupying fewer than three (3) Director positions after Formation Governance has concluded may amend these Articles or the Bylaws, by the affirmative vote of every occupied Director position eligible to vote on the matter, only as the restoration of three (3) positions requires, with only legally required ministerial Member execution or adoption and no discretionary Member consent, and may not amend an Eternity Clause or Constitution v2.0.
During the Mission Fulfillment Phase and before Mission Fulfillment Conversion, an amendment affecting an Eternity Clause or Constitution v2.0 requires at least the requirements stated for Pillar Governance.
At least one (1) eligible position must vote. A recused, suspended, or incapacitated Director’s position is not eligible to vote; an absent Director’s position is.
An amendment of a Standard Clause of the Bylaws takes effect as the Adoption and Amendment of the Bylaws Section provides. Fewer than three (3) occupied Director positions does not create a discretionary Member approval or veto over a Standard Clause; the restoration limits and legally required ministerial adoptions remain applicable. Every amendment of these Articles requires the Member’s written adoption, which the Member shall give within thirty (30) days after delivery and may withhold only by a Guardian veto of an amendment affecting an Eternity Clause; it takes effect upon filing with the Department of State. An amendment affecting an Eternity Clause takes effect only as the Eternity Clause Safeguards Section provides, including the Guardian Protection safeguard. An amendment to Constitution v2.0 requires the written approval of the Guardian of Constitution v2.0, which an Interim President may not give. These consents, and the Guardian’s veto window, are not required for an action under the Formation authority, except where the law requires the Member’s approval. Any discretionary consent or approval may be withheld or withdrawn before the amendment takes effect. A mandatory ministerial Member adoption is not a discretionary consent or approval; the Member conflict procedure remains controlling.
The Nonprofit shall publish every amendment adopted under this Section, together with any written reasons and Preservation Findings it required. Each amendment is authoritative when it takes effect and is not subject to later ratification or reversal, except by a later amendment adopted under the procedure then applicable.
When Formation Governance returns after every Director position has become vacant and the Founder does not return to serve, no Eternity Clause may be amended under this Section until the Founder, never removed for Just Cause, returns to serve as a Director, Pillar Governance is reached, or, once Pillar Governance can no longer be reached, the Constitutional Review Panel can approve amendments.
Formation authority. During Formation Governance, the Founder, while serving as a Director and never removed for Just Cause, and the Member each hold authority to take any action and amend any provision of these Articles of Incorporation, the Bylaws, or Constitution v2.0. The Founder acts by signed resolution filed in the corporate record and the Member by signed written instrument; an action the law assigns to both the Board of Directors and the Member requires the Founder’s resolution and the Member’s instrument. While no such Founder serves, a Board Resolution adopted by every occupied Director position takes the place of the Founder’s resolution for an action the law assigns to both the Board of Directors and the Member. The Member may amend an Eternity Clause, or take an action the Eternity Clause safeguards treat as amending one, under this authority only while the Founder serves as a Director and has never been removed for Just Cause. When the Founder’s and the Member’s exercises of this authority conflict, the Founder’s controls, except where the law requires the Member’s approval. The Member’s veto as Guardian does not apply to an amendment the Founder makes under this authority. No other provision of these Articles of Incorporation or the Bylaws limits that authority, except that it does not waive fiduciary duties or legal obligations, and compensation the Founder approves under it shall be supported by comparability data and contemporaneous documentation.
This Section applies whenever, before Mission Fulfillment Conversion, Complete Governance has not been reached, or whenever the Constitutional Review Panel cannot approve amendments under the Bylaws, including when either condition fails after having been met. While Complete Governance has been reached but the Panel cannot yet approve amendments, the requirements stated for Pillar Governance apply. An amendment adopted under this Section remains in effect when this Section ceases to apply.
End of Article IX. Return to the TOC