Section 7.1 Bylaws Overview
The Nonprofit shall maintain Bylaws as its principal instrument for implementing the governance architecture established by these Articles.
The Bylaws shall provide sufficient detail for the consistent administration of the Nonprofit’s governance structure and shall serve as the primary repository for governance requirements that do not require constitutionalizing in these Articles.
ReDrafting America holds that an organization advocating constitutional reform should itself be governed by constitutional principles. The Bylaws shall therefore serve as the principal governance framework through which the Nonprofit applies the principles of durability, transparency, accountability, ethical governance, and institutional integrity to itself.
The Bylaws shall contain the governance, operational, and administrative provisions necessary to implement these Articles and govern the continuing affairs of the Nonprofit. Core ethical standards, transparency requirements, governance safeguards, institutional protections, and fiduciary responsibilities shall be established in the Bylaws rather than delegated solely to policies, manuals, or administrative procedures.
The Bylaws shall establish the procedures, responsibilities, qualifications, standards, thresholds, timelines, records requirements, and administrative requirements necessary for the governance and operation of the Nonprofit, including provisions governing Official Representatives, governing bodies, offices, programs, and organizational activities, while preserving the purposes, authority, boundaries, and institutional relationships established by these Articles. Matters of implementation and administration should be governed by the Bylaws rather than these Articles unless constitutional protection, permanence, institutional independence, reserved authority, or another governance consideration requires their establishment in the Articles of Incorporation.
The Nonprofit shall maintain a Public Benefit Governance Model informed by principles used by benefit corporations and directed toward mission accountability, consideration of affected communities, long-term public benefit, and transparent reporting.
The Bylaws may allocate duties and responsibilities within authority established by these Articles but shall not independently create, transfer, or extinguish authority reserved or assigned by these Articles.
The Bylaws were architected and developed by Todd McGuckin as the comprehensive governance framework through which these Articles are implemented and the Nonprofit is administered. They shall be maintained as an official governing record of the Nonprofit, together with their authorship, amendment history, and institutional provenance. Lawful amendment of the Bylaws shall not alter the historical record of their authorship or development.
Section 7.2 Bylaws Article Record
The Bylaws shall be organized according to the following Article structure. This Article Record identifies the top-level architecture of the Bylaws; the sections and substantive provisions within each Article shall be established by the Bylaws.
ARTICLE NUMBER | ARTICLE TITLE | AOI ARTICLE |
|---|---|---|
I | Organizational Identity | |
II | Legal Structure | |
III | Governance Structure | |
IV | Board Nomination and Election | |
V | Leadership Structure | |
VI | Board Meetings | |
VII | Leadership Accountability | |
VIII | Committees | |
IX | Code of Ethics | |
X | Conflict-of-Interest Policy | |
XI | Whistleblower Policy | |
XII | Financial Administration | |
XIII | Donation Ethics | |
XIV | Fiduciary Duties | |
XV | Indemnification | |
XVI | Digital Governance | |
XVII | Artificial Intelligence | |
XVIII | Mission Preservation Covenants | |
XIX | Intellectual Property | |
XX | Constitution v2.0 | |
XXI | Emergencies | |
XXII | Amendments | |
XXIII | Ex Uno Floremus | |
XXIV | Dissolution |
Section 7.3 Adoption and Amendment of the Bylaws
Standard Clauses. Any Article of the Bylaws that is not an Eternity Clause is a Standard Clause. The Board of Directors may adopt, amend, and repeal any Standard Clause by the vote and procedures the Bylaws establish. An amendment on a subject the law commits to the members takes effect only when the Member adopts it in writing. Every such Standard Clause adoption is ministerial and may not be withheld as a discretionary approval or veto; the Member conflict procedure governs any personal conflict. Member Accountability Provisions are the provisions of the Bylaws governing the Member’s compensation, conflicts of interest, ethics and relationship rules, and maximum age for service, and the protection of Directors against retaliation by the Member, including cooling-off periods. No amendment of a Member Accountability Provision may shorten the service of, or disqualify, the serving Member or a lodged designee, or limit a power reserved to the Member. Every Guardian veto under the Eternity Clause Safeguards Section shall be in writing, state its reasons, be delivered to the Board of Directors through the Independent Review Panel within that safeguard’s window, and be published. A veto that does not satisfy every requirement of this Section is without effect, and the Independent Review Panel, or Independent Counsel when the Panel cannot act, shall so certify.
Eternity Clauses. An Article of the Bylaws that is an Eternity Clause may be adopted, amended, or repealed only as the Protected Provisions Article provides.
Required Changes. The Guardian may not veto an amendment required under the Mandatory Legal Compliance Section.
Section 7.4 Consistency with the Articles
The Order of Precedence Section of the Protected Provisions Article ranks the laws and governing instruments. The Bylaws and every Board Resolution, policy, and procedure shall be consistent with these Articles.
Section 7.5 Construction and Severability
A provision of these Articles that is reasonably susceptible to more than one interpretation shall be construed to best preserve three things. They are the Primary Mission, the Mission Preservation Covenants, and the Nonprofit’s charitable purposes. If a court of competent jurisdiction holds any provision invalid or unenforceable, that provision is limited only as far as needed to make it lawful. Every other provision remains in full force and shall be given the fullest effect permitted by law.
End of Article VII. Return to the TOC