These definitions explain terms used throughout these Bylaws. Read each definition with the applicable procedures, qualifications, exceptions, and approval requirements.
Definitions do not independently grant authority or replace the governing provisions. The glossary is arranged alphabetically for reference.
A qualified Director temporarily appointed to a Pillar position for up to one year, holding that position’s vote, quorum credit, and duties. | |
A person temporarily exercising the Member’s reserved powers under the Articles of Incorporation, whose valid consent within that authority satisfies any requirement for Member consent. | |
The first available, qualified, disinterested Director next in line who exercises ordinary presidential authority during presidential absence, incapacity, or vacancy. | |
Constitution v2.0, or substantially derived text, becoming the effective United States constitution, after twelve months without a pending validity challenge or final resolution upholding it. | |
Procedure for amending the Articles of Incorporation, Bylaws, and Constitution v2.0 before conversion without Complete Governance, or whenever the Constitutional Review Panel cannot approve amendments. | |
A reconsideration period following AI review of a Constitution v2.0 amendment: thirty days if no review passed, fourteen if one did. | |
The Nonprofit’s consolidated yearly report presenting every report, disclosure, and review these Bylaws require annually, each remaining separately identifiable. | |
The Nonprofit’s permanent program preserving the complete record of the Nonprofit and Constitution v2.0, providing lasting public access to it. | |
The Nonprofit’s founding document filed with Pennsylvania, as amended, establishing its legal existence, Charitable Purposes, and fundamental governance structure. | |
A qualifying catastrophe substantially impairing ordinary Board meetings and preventing the Board of Directors from readily assembling Quorum. | |
The Nonprofit’s governing body, acting collectively rather than through any individual Director. | |
A formal action adopted by the Board of Directors under the meeting and voting requirements applicable to that matter. | |
The Constitution v2.0 requirements governing how the nation operates after adoption and how the transition from the existing constitutional order occurs. | |
Complete vacancy of every Director position; before Mission Fulfillment Conversion, the organization returns to Formation Governance through Founder recall, then Member-directed restoration. | |
The five-level escalation path established by the Bylaws for matters whose assigned decision-maker has not been established, cannot act, or cannot impartially decide. | |
The person selected under a governing body’s applicable rules to preside over or coordinate its meetings and business. | |
The charitable and educational purposes for which the Nonprofit is organized and operated. | |
The proposed Constitution v2.0 service for citizens to handle government identity, voting, benefits, taxes, and records; the Nonprofit builds only demonstration prototypes. | |
A sudden event reasonably likely to materially mislead the public about the Nonprofit’s identity, statements, positions, or operations, threatening material harm. | |
The governance stage in which all eleven Pillar Director and all three Independent Director positions are occupied by qualified, onboarded Directors. | |
The confidential Board-adopted policy implementing the Emergency Access program, governing credential configuration, activation, monitoring, testing, and periodic review. | |
Actual or deemed receipt of a notice under these Bylaws’ delivery, evidence, and timing requirements, determining when a response period begins. | |
ReDrafting America’s flagship product: a ground-up reimagining and public constitutional proposal to succeed the existing United States Constitution through peaceful and lawful means, developed through public research and participation and potentially culminating in ratification; abbreviated “Cv2.” | |
The permanent collection documenting Constitution v2.0’s development, adoption, and continuing public history, including drafting, verification, convention, and ratification records. | |
An Other Body vested with review and approval authority over Eternity Clause and Constitution v2.0 amendments, on which the regular members of the Independent Review Panel hold linked seats. | |
The review the Mission Fulfillment Board conducts every five years after Mission Fulfillment Conversion to confirm its programs still provide distinct public benefit. | |
An Article V convention in session with Constitution v2.0, or a substantially derived document, properly before it for consideration. | |
The status conferred on an identified version of Constitution v2.0 after completing the readiness review, approval, and certification these Bylaws require. | |
A Pillar Director who also holds the paired corporate office, leads its department, and answers to the Board. Independent Directors are not Corporate Officers. | |
An Official Representative covered by the Indemnification Article for qualifying legal costs from good-faith service. In the Member capacity, the Member is covered only through insurance. The Member is also covered as a Director or Corporate Officer, or when exercising powers of the Board of Directors. | |
A person holding one Emergency Mechanism under the emergency-access program; the Accountable Custodian holds primary custody, the Independent Custodian holds the other. | |
The eligible person the Member names, or the Independent Review Panel names when it selects a successor Member, to succeed as Member if the Designated Successor declines, misses the acceptance deadline, or is not eligible and willing. | |
The eligible person each Member names, or the Independent Review Panel names when it selects a successor Member, with signed acceptance, to succeed first to the Member position when it becomes vacant. | |
The Nonprofit’s public-participation platform for reviewing, debating, and voting on proposed Constitution v2.0 language, gathering nonbinding civic input without organizational authority. | |
Directors without a material personal, financial, familial, professional, or other conflict in the particular matter, excluding the subject of a proceeding. | |
Latin for “Out of Many, One,” the motto of the Great Seal of the United States, marking the founding unity of the American Republic. | |
The permanent stewardship framework for eleven organizational functions, under which each Pillar Director protects one defined area while sharing responsibility for the whole. | |
The occupied Director seats eligible to vote on a matter, including acting appointments, whether or not the holder is present or votes. | |
An event materially threatening control, protection, or recovery of an Essential System, activating the applicable emergency-access procedures. | |
The signed, dated written record of authorized emergency disciplinary action, identifying the underlying facts, measures imposed, and reasons for intervention. | |
Limited, temporary power to impose protective disciplinary measures under the emergency procedures, subject to review and expiration safeguards. | |
Authentication devices, passwords, recovery codes, and related materials needed for emergency access, ordinarily held separately by the Custodians. | |
An emergency-access account or equivalent recovery path capable of restoring lawful control over one or more Essential Systems. | |
A Protected Provision consisting of an entire Article of the Articles of Incorporation or the Bylaws designated for heightened amendment, entrenchment, and anti-circumvention protection. | |
Latin for “From One, We Flourish,” the Official Motto of ReDrafting America, expressing its purpose of helping a united nation flourish, and, under Constitution v2.0, the proposed motto of the National Seal of the United Republic of America. | |
A confidential portion of a meeting restricted to the authorized participants needed for that matter. | |
The restricted reserve financing the Nonprofit’s post-adoption commitments during the Mission Fulfillment Phase, kept separate from general operating reserves. | |
The temporary stage from incorporation until three different qualified Directors fill the President, Secretary, and Treasurer positions and every serving Director completes required onboarding. | |
The Founder’s and the Member’s authority during Formation Governance to take any action and amend the Articles of Incorporation, Bylaws, or Constitution v2.0. | |
The enduring commitments to truth, human dignity, liberty, equality, accountability, transparency, justice, and the rule of law underlying ReDrafting America. | |
Works forming part of ReDrafting America’s constitutional identity and historical record, including Constitution v2.0 and other works the Board designates. | |
ReDrafting America’s original incorporator and principal architect, who conceived its mission, established its founding governance framework, and authored the Bylaws. | |
The honorary, non-Director status of a living Founder who leaves active service without removal for Just Cause. | |
The Founder while holding a Pillar Director position in Good Standing, carrying protected tenure that is permanently extinguished by removal for Just Cause. | |
A serving Director’s status while duly appointed, legally eligible, and compliant with continuing qualification and governance obligations, absent resignation, removal, or suspension. | |
The required assessment of first-time Directors’ knowledge of governing documents, fiduciary duties, procedures, and financial controls, administered during onboarding. | |
The six operating states — Formation, Minimum, Quorum, Pillar, Complete, and Legacy Governance — each defining the Board’s composition, priority, and authority. | |
A stewardship capacity: the President holds consent and veto authority over Constitution v2.0; the Member holds the veto over changes affecting Eternity Clauses of the Bylaws and the Articles of Incorporation, and no authority over Standard Clauses. | |
Thirty qualifying Active States, a congressional convention call, or a Board determination that a compatible constitutional convention is imminent. | |
An advisory review of identical text by qualified AI systems independent of the work’s proponents; findings inform human decisions without approval or veto authority. | |
A licensed Pennsylvania attorney or firm holding no internal office, standing in for the Independent Review Panel where assigned; the Chain of Authority’s fourth level. | |
A Director serving in an Independent Director position established by the Bylaws, protected from Member control. | |
An outside panel of independent attorneys making assigned reviews and decisions, including when internal decision-makers are conflicted or absent; the Chain of Authority’s third level; its regular members serve on the Constitutional Review Panel as a mandatory duty of membership. | |
A person temporarily holding the office of President until a permanent President takes office, exercising the authority the Bylaws or appointing resolution provide. | |
Substantiated misconduct, neglect of duty, lost qualifications, mission abandonment, or comparable serious conduct justifying action. An allegation, investigation, or suspension alone is not Just Cause. | |
The permanent governance stage beginning upon Mission Fulfillment Conversion, in which the five-position Mission Fulfillment Board operates the Nonprofit’s continuing programs. | |
Any merger, consolidation, substantially-all-assets disposition, or other transaction the governing documents require three-fourths of Voting Directors to approve. | |
The Nonprofit’s single statutory voting member, holding only reserved powers, whose identity is confidential and who acts only through the Independent Review Panel. | |
Bylaws provisions on the Member’s compensation, conflicts, ethics, age limit, and protection of Directors against retaliation, which the Member must adopt when the law requires and may not block. | |
Any matter concerning the Member’s identity, eligibility, conduct, conflicts, discipline, removal, incapacity, succession, or records, all of which are assigned to the Independent Review Panel. | |
The confidential official record of the Member’s identity and membership, which the Nonprofit keeps through the Independent Review Panel or its Independent Counsel stand-in. | |
The pre-conversion governance stage while three through six qualified Director positions are occupied, prioritizing preservation and recruiting enough Directors to reach Quorum Governance. | |
The five-position Board governing the Nonprofit during Legacy Governance, consisting of the President, Secretary, Treasurer, and two Directors overseeing research and ethics. | |
The certified transition from the Board of Directors to the five-position Mission Fulfillment Board, after which the Board’s size is five and Quorum is three. | |
The period beginning upon an Adoption Trigger during which the Nonprofit completes its post-adoption commitments and transitions to its continuing educational, preservation, and accountability responsibilities. | |
The plan converting the Mission Fulfillment Phase’s obligations into assigned work, deadlines, budgets, and completion standards, without creating new authority. | |
The enduring commitments that every Eternity Clause preserves. | |
The Nonprofit’s permanent program explaining the complete history of the Nonprofit and Constitution v2.0 through exhibits and educational programs. | |
ReDrafting America, a Pennsylvania nonprofit corporation. | |
Any individual or Other Body that acts for, represents, or serves the Nonprofit, whether paid or unpaid. | |
The public website the Board designates as ReDrafting America’s authoritative online location for governance documents, notices, and official communications. | |
The ranked sequence of Pillar Directors for temporary executive and emergency continuity, under which authority passes to the first available, qualified, disinterested Director. | |
A person or group other than the Board of Directors or its committees, holding powers the Bylaws vest under 15 Pa.C.S. §§ 5103 and 5721. | |
Continuing inability to perform office duties established by two independent physicians’ written conclusions, with a third resolving disagreement; it creates a vacancy. | |
A voting Board member who also serves as a Corporate Officer and leads an assigned department. Pillar Directors participate in collective governance of the Nonprofit. | |
The pre-conversion governance stage in which all eleven Pillar Director positions, but not all Independent Director positions, are occupied by qualified Directors. | |
The written findings, required for an amendment affecting an Eternity Clause, that the amendment preserves the Primary Mission and every Mission Preservation Covenant. | |
The mission stated in Section 3.1 of the Articles of Incorporation. | |
The standing plan naming a successor custodian and alternate for the Nonprofit’s permanent programs, reviewed regularly and activated upon merger or dissolution. | |
A provision of the Articles of Incorporation or the Bylaws given heightened amendment, entrenchment, and anti-circumvention protection, including every Eternity Clause. | |
The period beginning when a Director documents a good-faith allegation supporting removal for Just Cause or Permanent Incapacity, ending upon final disposition. | |
The Nonprofit’s voluntary commitment to governance principles used by benefit corporations, considering its mission, affected communities, and long-term public consequences. | |
An appointed Director whose fiduciary duties have attached but whose required onboarding is not yet certified, and who cannot vote or count toward quorum. | |
The minimum number of eligible voting members of a governing body who must be present to conduct business. | |
The governance stage with at least seven qualified Director positions occupied but fewer than all eleven Pillar Director positions filled. | |
The independent organization intended to qualify as a 501(c)(4) for advocacy and legislative support toward ratifying Constitution v2.0, governed independently of ReDrafting America. | |
The Secretary’s formal record that a Required Matter remains undecided after the prescribed escalation procedure, preserving votes and reasons without granting approval. | |
A matter these Bylaws require the Board of Directors to decide, adopt, approve, appoint, or accept using a majority threshold. | |
A sealed, nontransferable designation lodged with the Independent Review Panel during Formation Governance, entitling one named person to reclaim membership. | |
Any Article of the Articles of Incorporation or the Bylaws that is not an Eternity Clause, including every provision within it. | |
Board-adopted policies and safeguards governing the Nonprofit’s technology, information systems, cybersecurity, and electronic and physical records. | |
A temporarily debilitating condition established by one physician’s written conclusion, expected to prevent service for no more than one year, creating no vacancy. | |
A proposed Constitution v2.0 identity framework for establishing identity and entitlements across government services; ReDrafting America develops only demonstration prototypes. | |
The United Nations’ 1948 foundational statement of universal human rights, which ReDrafting America treats as its guiding moral charter. | |
Latin for “The Truth Above All Else,” the guiding principle by which ReDrafting America measures its work, conduct, and proposals, and, under Constitution v2.0, the proposed National Motto of the United Republic of America. | |
A visible card displayed during a recorded vote, confirming each Director’s spoken response: green for Yes, red for No, yellow for recusal, blue for abstention. | |
Directors participating in a matter through eligible occupied positions and casting Yes or No, excluding absent, recused, or abstaining Directors. | |
The Nonprofit’s editorially independent program evaluating constitutional implementation, institutional performance, protected rights, and departures from the constitutional design. |
End of Appendix A. Return to the TOC