Protected Provisions

This Article is an Eternity Clause under Article X.

Section 10.1 Eternity ClausesLink

An Eternity Clause is an entire Article of these Articles or of the Bylaws that this Article designates for heightened protection. That protection covers amendment, entrenchment, and anti-circumvention, as this Article establishes. The concept draws from constitutional tradition, including the German Basic Law. An Eternity Clause may be changed only through the safeguards established by this Article.

Protection attaches to the substance and purpose of an Eternity Clause, not merely its title, number, location, or wording.

Section 10.2 Designated Eternity ClausesLink

Eternity Clauses are designated only by entire Article. The following Articles are Eternity Clauses:

Each of these Articles shall state in its first sentence that it is an Eternity Clause. An Article is an Eternity Clause if it is listed in this Section or states that it is an Eternity Clause. Any doubt shall be resolved in favor of protection. The title of an Eternity Clause is part of its protected text.

An Article acquires or loses Eternity Clause status only by an amendment adopted through the safeguards of the Eternity Clause Safeguards Section.

Section 10.3 Mission Preservation CovenantsLink

The Mission Preservation Covenants are the enduring commitments that every Eternity Clause preserves. ReDrafting America shall remain permanently committed to all of the following:

• (a)
  Truth and Intellectual Integrity — truth, evidence, intellectual honesty, transparency, reasoned inquiry, and the willingness to identify and correct error
• (b)
  Human Rights and Liberty — the inherent dignity, equality, fundamental rights, freedoms, and individual liberty of every person
• (c)
  Social Democracy and Democratic Accountability — democratic government, accountable exercise of power, social responsibility, and the social-democratic principles embodied in the Primary Mission
• (d)
  Nonpartisanship and Institutional Independence — independence from political parties, candidates, governments, donors, corporations, private interests, and other influences that would compromise the Nonprofit’s mission, integrity, or independent judgment
• (e)
  Public Benefit and Constitutional Governance — governance according to the constitutional, ethical, transparency, accountability, and public-benefit principles the Nonprofit advocates, with its authority and resources exercised for its charitable mission and the public good rather than private advantage
• (f)
  Mission Permanence and Fidelity — the Primary Mission stated in the Articles of Incorporation shall remain the permanent mission of ReDrafting America, and the Nonprofit shall pursue it faithfully; fulfillment of the Primary Mission completes it rather than abandoning it

The Mission Preservation Covenants in the Bylaws shall be identical to this Section. If they differ, this Section controls.

Section 10.4 Eternity Clause SafeguardsLink

An amendment, repeal, designation, or removal affecting an Eternity Clause takes effect only when all of the following are satisfied for the same exact text:

• (a)
  Preservation Findings — the Constitutional Review Panel has adopted written findings, stating its reasons for each, that the change does all of the following:
• (i)
  Mission — preserves the Primary Mission
• (ii)
  Covenants — remains faithful to every Mission Preservation Covenant
• (iii)
  Purpose — keeps faith with the purpose of the Eternity Clause, refining or improving it rather than abandoning it
• (iv)
  Public Interest — serves the long-term public interest
• (v)
  Designation — when Eternity Clause status is added or removed, correctly reflects whether the Article protects commitments whose loss would change what the Nonprofit is, rather than how it operates
• (b)
  Constitutional Review Panel Approval — all participating eligible members of the Constitutional Review Panel have approved the amendment unanimously
• (c)
  Public Disclosure — the proposal and Preservation Findings were published before the vote, and the voting record and the outcome of the Guardian Protection safeguard were published after it
• (d)
  Guardian Protection — for a change affecting an Eternity Clause of the Bylaws, the exact text, the Preservation Findings, and the Constitutional Review Panel’s voting record have been delivered to the Member, acting as Guardian of the Eternity Clauses, through the Independent Review Panel, and thirty (30) days have run from the Guardian’s receipt without a written veto; a timely veto is final and terminates the proposal. For an amendment of these Articles, the exact text, the Preservation Findings, and the Constitutional Review Panel’s voting record have been delivered to the Member through the Independent Review Panel, and the Member, acting as Guardian, has adopted the amendment in writing rather than vetoing it within thirty (30) days after delivery, so that every vote entitled to be cast has been cast in favor; this requirement is a greater vote than 15 Pa.C.S. § 5914(a) requires, and under § 5914(d) it may not be amended or repealed by any lesser vote.
• (e)
  Other Requirements — every other requirement of applicable law, these Articles, and the Bylaws

Each safeguard is an independent condition. A material change to the text after any safeguard is completed requires that safeguard to be completed again. A failed vote, a timely Guardian veto, or withheld or withdrawn consent terminates the proposal. The Bylaws may add safeguards but may not reduce them.

Section 10.5 Anti-CircumventionLink

Any action whose substance or reasonably foreseeable effect would weaken, defeat, suspend, replace, or evade an Eternity Clause is an amendment of that Eternity Clause. It requires every safeguard of the Eternity Clause Safeguards Section. This includes a repeal, replacement, conflicting provision, restatement, reorganization, renumbering, merger or consolidation (15 Pa.C.S. §§ 331–336), conversion (15 Pa.C.S. §§ 351–356), or division (15 Pa.C.S. §§ 361–368). It also includes a sale or other disposition of all or substantially all assets (15 Pa.C.S. § 5930), or a voluntary dissolution (15 Pa.C.S. §§ 5971–5980). It also includes any Bylaw, Board resolution, policy, delegation, waiver, or emergency action.

No emergency, vacancy, deadlock, or inability to act suspends or waives an Eternity Clause.

For a voluntary dissolution, written findings of the Constitutional Review Panel replace the Preservation Findings that the Eternity Clause Safeguards Section requires. The findings must state that the Primary Mission has been fulfilled or can no longer lawfully or practically be pursued. Every other safeguard of the Eternity Clause Safeguards Section and every requirement of the Bylaws governing dissolution continues to apply.

Section 10.6 Recursive ProtectionLink

The provisions of the listed Eternity Clauses that establish the Eternity Clause system, including this Article, the Mission Preservation Covenants, and the safeguards, are themselves protected; any other provision that would weaken them is subject to the Anti-Circumvention Section. No amendment may reduce the protection of an Eternity Clause by first weakening the rules governing its amendment, designation, or enforcement.

Section 10.7 Order of PrecedenceLink

The Nonprofit shall obey all of the following, in descending order of authority:

• 1.
  federal law, including the Constitution of the United States
• 2.
  Pennsylvania law and other applicable state and local law
• 3.
  Eternity Clauses of these Articles
• 4.
  Standard Clauses of these Articles
• 5.
  Eternity Clauses of the Bylaws
• 6.
  Standard Clauses of the Bylaws
• 7.
  Board Resolutions, policies, procedures, and other subordinate governance instruments

A lower rule conflicts with a higher rule only when both cannot be obeyed at the same time. A lower rule that is stricter than a higher rule does not conflict with it. A conflicting lower rule is without effect only to the extent of the conflict, and any required amendment shall be made under the Mandatory Legal Compliance Section.

Within the same level, the more specific provision controls. If neither is more specific, the provision that better preserves the Primary Mission and the Mission Preservation Covenants controls.

Every provision of this Article, including its safeguards, operates subject to this Section and to the Mandatory Legal Compliance Section, or, while the Amendment Bridge applies, to the Amendment Bridge Section.

Section 10.8 Severability of ProtectionsLink

If any safeguard or protection in this Article is held unenforceable, every other safeguard and protection remains in effect. Each shall be given the fullest effect permitted by law. If a court holds a protection of this Article unenforceable in a way that would otherwise permit assets to be distributed or applied for purposes other than those substantially identical to the Primary Mission, the distribution rule of the Distribution of Assets Section governs in place of the unenforceable protection.

Section 10.9 EnforcementLink

Any participating member of the Constitutional Review Panel who is not a Director, and the Independent Review Panel, or Independent Counsel when the Panel cannot act, has standing to bring an action to enforce this Article, including to prevent, restrain, or remedy a violation of the Anti-Circumvention Section.

This standing exists independently of any personal or financial stake in the outcome. It does not create a duty to sue, and it does not limit standing that applicable law, the Bylaws, or another provision of these Articles otherwise confers.

End of Article X. Return to the TOC