This Article is an Eternity Clause under Article X.
Section 5.1 Membership Corporation
The Nonprofit is a membership corporation organized on a nonstock basis. It shall have one (1) statutory voting member (the “Member”).
Section 5.2 No Ownership Interest
Membership confers governance rights only. It creates no ownership, proprietary, economic, or beneficial interest in the Nonprofit or its assets. It creates no entitlement to compensation, employment, distributions, or service in any other office. The Member receives no compensation, stipend, or expense reimbursement for service as Member.
Section 5.3 Limited Powers of the Member
The Member’s voting rights are limited to matters expressly reserved to the Member by these Articles and the Bylaws, subject to nonwaivable law. Membership does not confer a general right to vote on every matter of corporate governance. Except under the Formation authority, the Member has no discretionary authority to initiate, adopt, approve, reject, amend, repeal, or reverse a Standard Clause. The Board of Directors governs Standard Clauses. Where applicable law requires Member execution or adoption of a Standard Clause amendment, the Member shall perform only that required ministerial act, without approval discretion or veto, subject to the Member conflict procedure. Classification follows substantive effect: a change affecting an Eternity Clause remains subject to its safeguards regardless of its label or placement. The Member shall not manage the business and affairs of the Nonprofit. It shall not direct any Official Representative except through a power expressly reserved to the Member.
Except under the Formation authority, the Member shall not, by amending the Bylaws or otherwise, confer upon itself any power inconsistent with this Article. No reserved power diminishes the fiduciary duties or independent judgment of any Director.
The Independent Review Panel determines whether the Member has a personal conflict and resolves the treatment of that conflict under these Articles, the Bylaws, and applicable law. For each affected Member act, the Panel shall determine in writing whether the act involves discretion or constitutes mandatory ministerial execution. The Panel may obtain legal advice as needed.
The Member shall perform a mandatory ministerial act when the Panel determines that execution is legally permissible notwithstanding the conflict, that no approval discretion is involved, and that all other applicable conditions have been satisfied. This exception does not authorize a conflicted discretionary vote, consent, or Guardian veto.
When a conflict prohibits a discretionary Member act, the Panel shall administer any expressly authorized and legally permissible substitute procedure. This procedure does not itself expand Acting Member authority or remove restrictions certified against the incumbent. If no lawful substitute is available, the matter remains pending until the conflict is resolved or lawful judicial relief permits it to proceed.
The Panel’s determination does not itself constitute a required Member vote, consent, adoption, or approval. Silence, recusal, or expiration of a deadline does not supply that act. No execution deadline requires an act prohibited by applicable law. Where a certified conflict lawfully prevents timely execution, the Panel shall record the reason and status; the Member shall execute a required ministerial act promptly when the legal impediment ends. Independent Counsel performs the Panel’s functions only when the existing stand-in provisions authorize it.
Section 5.4 Succession and Removal of the Member
The Member shall designate a Designated Successor and a Designated Alternate. Each designation takes effect when lodged with the Independent Review Panel. The Panel reviews a designation only for eligibility under the Bylaws and shall privately notify the Member of any defect so that the Member may replace the designee. Until Independent Counsel is engaged, a designation under this Section, and any Reserved Designation, takes effect when the sealed designation instrument is placed in the Nonprofit’s records, and shall be lodged with Independent Counsel upon its engagement; eligibility review under this Section occurs upon that lodging. When the office of Member becomes vacant, the Designated Successor succeeds to it. If the Designated Successor is unable or unwilling to serve, the Designated Alternate succeeds. If neither can serve, the Independent Review Panel shall vet and select a successor Member, together with a Designated Successor and a Designated Alternate for that Member, through the Bylaws’ process.
During the temporary incapacity of the Member, or while the Member has activated Acting Member service by signed notice, an Acting Member may exercise the Member’s reserved powers as provided by the Bylaws. Acting service ends when the incapacity ends or the Member gives written return notice, and does not constitute succession.
Except under the Formation authority, the Member may be removed only for Just Cause. Removal requires the Independent Review Panel’s written finding of Just Cause by clear and convincing evidence and the unanimous sealed ballots of the participating Disinterested Directors, under procedures and participation thresholds established by the Bylaws. A vacancy created by removal is filled under this Section.
Removal proceedings shall preserve the confidentiality of the Member’s identity required under the Confidentiality and Communications Section. The Independent Review Panel shall conduct the entire removal proceeding. Participating Directors shall receive only the Panel’s findings and a redacted record, shall deliver their ballots to the Panel outside a Board of Directors meeting, and shall not deliberate on the matter as a Board of Directors, as the Bylaws further provide.
While the office of Member is vacant and no Acting Member is serving, no approval assigned to the Member may be given. Any matter awaiting that approval shall wait until the office is filled, except an action taken under the Formation authority that the law does not require the Member to approve.
Section 5.5 Independent Director Firewall
Until Mission Fulfillment Conversion, the Bylaws shall establish three (3) Independent Director positions, filled as the Bylaws provide; a position closes before conversion only as the Bylaws’ conversion provisions provide.
Except under the Formation authority, the Member shall have no authority, directly or indirectly, to nominate, appoint, elect, remove, suspend, replace, or control the tenure of an Independent Director. Except under the Formation authority, Independent Directors shall be selected and removed only through a process established by the Bylaws that excludes the Member. They shall perform their oversight duties without direction or control by the Member.
Good-faith disagreement with the Member over policy, strategy, governance, or fiduciary judgment is not, by itself, grounds for the Member to remove any Director.
Section 5.6 Confidentiality and Communications
The identity of the Member is a confidential record of the Nonprofit, kept on the Nonprofit’s behalf by the Independent Review Panel. The identity of the Member is known only to the Independent Review Panel, Independent Counsel, the Designated Successor and Designated Alternate, the holder of any Reserved Designation, and anyone to whom applicable law requires disclosure. The Member’s powers and limits are public; only the Member’s identity is protected.
The Member acts only in writing and communicates with the Nonprofit only through the Independent Review Panel. The Board of Directors delivers every matter requiring the Member’s consent or veto to the Independent Review Panel. The Panel delivers it to the Member, authenticates the Member’s written response, and returns that response to the Board of Directors. The Independent Review Panel certifies the Member’s authority without disclosing the Member’s identity, and a Member act so certified binds the Nonprofit.
Until the Independent Review Panel is fully seated, and whenever it cannot act, Independent Counsel performs its functions under this Article. Until Independent Counsel is engaged, the Member may act by a signed written instrument that identifies its signer only as “the Member” and is placed in the Nonprofit’s records. The signed original, which identifies the Member, shall be sealed and lodged with Independent Counsel upon its engagement. The Board of Directors shall engage Independent Counsel within ninety (90) days after incorporation, and in any event before Formation Governance concludes.
Every matter concerning the Member’s identity, eligibility, conduct, conflicts, incapacity, succession, or removal is assigned to the Independent Review Panel. No Official Representative may attempt to discover or disclose the Member’s identity except as the Bylaws or applicable law require. Confidentiality shall not be used to conceal misconduct or to obstruct the oversight duties of any Director.
The Nonprofit shall not voluntarily disclose the Member’s identity to a Director. A Director’s need for information shall first be addressed through redacted records, conflict checks, certifications, or authenticated instruments that do not identify the Member. The Independent Review Panel shall respond to a Director’s request within two (2) business days. Any disputed demand for identity disclosure shall be contested through lawful judicial procedures, with protective orders, sealed proceedings, and limits on recipients and use sought as appropriate. Disclosure to a Director requires a binding court order compelling it and shall be limited to what the order requires. A challenge does not itself stay an order; the Nonprofit shall comply with an enforceable order unless its operation has been stayed. Nothing in this procedure authorizes violation of nonwaivable law or obstruction of judicial enforcement of informational rights.
Section 5.7 Guardian of the Eternity Clauses
The Member serves as Guardian of the Eternity Clauses and is entrusted with protecting their substance and purpose and their fidelity to the Primary Mission and the Mission Preservation Covenants.
Guardianship is a stewardship capacity held by virtue of membership. As Guardian, the Member holds the authority the Guardian Protection safeguard of the Eternity Clause Safeguards Section and the Amendment Bridge assign: a veto over every amendment, repeal, designation, or removal affecting an Eternity Clause of the Bylaws or of these Articles, delivered within that safeguard’s window. The Member is Guardian of the Eternity Clauses only. Standard Clauses belong to the Board of Directors; the Member has no discretionary approval or veto over them. Any legally required Member execution or adoption is ministerial and subject to the Member conflict procedure. The Member’s vote on an amendment of these Articles is ministerial: the Member shall adopt the amendment in writing within thirty (30) days after delivery and may withhold that adoption only by a Guardian veto of an amendment affecting an Eternity Clause.
Guardianship passes with the office of Member. An Acting Member serves as Guardian while exercising the Member’s reserved powers. No change affecting an Eternity Clause takes effect while no Member or Acting Member serves, except under the Formation authority.
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