This Article is an Eternity Clause under Article X.
Section 6.1 Other Bodies Overview
Under 15 Pa.C.S. §§ 5103 and 5721, the Nonprofit exercises certain specialized governance functions through Other Bodies. Their powers are vested by provisions of the Bylaws adopted by the Member. Other Bodies provide independent review, accountability, and constitutional oversight where separation from the Board of Directors, the Member, or management is necessary. That separation preserves impartiality, institutional integrity, and public trust.
An Other Body is distinct from the Board of Directors and is not a committee or subdivision of it. The Other Bodies established by these Articles are the Independent Review Panel and the Constitutional Review Panel.
Section 6.2 Authority and Independence
Each Other Body exercises only the authority expressly assigned to it by these Articles, or by Bylaws consistent with these Articles. Its members exercise independent and impartial judgment. They do not act as representatives or agents of the Board of Directors, the Member, management, any donor, any political affiliation, or any other interest.
No Official Representative shall direct, supervise, control, retaliate against, or improperly influence an Other Body or its members in the lawful exercise of its authority. Service by the same person on an Other Body and in another capacity does not merge those capacities. Authority exercised in one capacity remains distinct from authority exercised in the other.
Section 6.3 Independent Review Panel
The Independent Review Panel is the Nonprofit’s standing independent review and accountability body, composed of independent attorneys. It provides independent and impartial consideration of matters that require separation from the Board of Directors, the Member, management, or another interested authority. These include the reviews, determinations, and communications assigned to it by the Membership Article and the vetoes delivered to it under the Adoption and Amendment of the Bylaws Section. The Bylaws establish its composition, qualifications, eligibility, and procedures. Each regular member of the Independent Review Panel also serves on the Constitutional Review Panel as a mandatory duty of that membership, as the Constitutional Review Panel Section provides, and receives no separate compensation for that service.
Section 6.4 Constitutional Review Panel
The Constitutional Review Panel is the Other Body that reviews and approves amendments to Constitution v2.0 and Eternity Clauses protected under the Protected Provisions Article. Until Mission Fulfillment Conversion, the Constitutional Review Panel consists of the following twenty-eight (28) members:
Component | Count |
|---|---|
Board of Directors (Pillar and Independent) | 14 |
Independent Review Panel | 5 |
Outside members (appropriate expertise or experience) | 9 |
Total | 28 |
The regular members of the Independent Review Panel hold the five Independent Review Panel seats on the Constitutional Review Panel by virtue of that membership, without separate appointment. The nine outside members who do not hold Independent Review Panel seats shall be citizens of the United States and independent of the Nonprofit, and shall be selected so that together they bring expertise and experience in constitutional design and the public interest, including lived experience in communities most affected by government, and a broad range of constitutional perspectives, as the Bylaws provide. After Mission Fulfillment Conversion, its composition is established by the Bylaws and includes every regular member of the Independent Review Panel. Its qualifications and procedures are established by the Bylaws within an Eternity Clause. The Member shall adopt the provisions of the Bylaws that vest the Independent Review Panel and the Constitutional Review Panel with their powers, as 15 Pa.C.S. § 5721 requires. The Member shall adopt each amendment of those provisions that the Board of Directors adopts; that adoption is not an approval that may be withheld, and it does not replace any consent the Member gives as Guardian of the Eternity Clauses.
The Constitutional Review Panel shall review and approve every amendment to Constitution v2.0 while it remains the Nonprofit’s proposal, under procedures established by the Bylaws. No such amendment takes effect without the Panel’s approval and the written approval of the Guardian of Constitution v2.0, except under the Formation authority and except that while the Amendment Bridge applies, it governs in place of the Panel’s approval. An Interim President may not give that approval, and while no eligible Guardian is serving, the amendment shall wait, except under the Formation authority. Once Constitution v2.0, or text substantially derived from it, formally enters a United States constitutional process, the Nonprofit’s authority over that text is limited to maintaining its own proposal. After an Adoption Trigger, amendments follow the ratified constitution’s own procedures.
Section 6.5 Limits and Separation
No Other Body may exercise ordinary management or executive authority, or assume authority assigned to another person or body. Action by one Other Body does not substitute for an action, approval, or consent independently required of the Board of Directors, the Member, the President, or any Other Body. No Bylaw, Board Resolution, policy, or other subordinate governance instrument may enlarge, transfer, circumvent, or materially diminish the authority or independence established by this Article.
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