Article II is the ground the whole enterprise stands on. It says what the Nonprofit is in the eyes of the law and which document wins when two disagree. One Member holds a deliberately narrow power. Everyone doing the work answers to the mission, not to any person, donor, or faction. When authority is unclear, a Chain of Authority decides who acts. There is never a moment when no one is responsible. The records are kept not for years, but for generations. No one admires a foundation. Everyone stands on one.
Section 2.1 Principal Office
The principal office of ReDrafting America shall be located within the Commonwealth of Pennsylvania. Its location shall be designated by the Board of Directors from time to time.
The Board of Directors may establish, relocate, consolidate, discontinue, or designate additional physical or virtual offices, facilities, mailing addresses, or other places of business. It may do so within or outside the Commonwealth of Pennsylvania. It may do so whenever it determines that doing so will further the Charitable Purposes, educational mission, or efficient administration of the Nonprofit.
The designation or relocation of any office shall not require an amendment to these Bylaws unless otherwise required by applicable law.
Section 2.2 Corporate Status
ReDrafting America is organized as a nonprofit corporation under the laws of the Commonwealth of Pennsylvania. It shall operate exclusively for charitable and educational purposes within the meaning of Internal Revenue Code § 501(c)(3). Any corresponding provision of future federal tax law applies equally.
The Nonprofit shall maintain its corporate existence and legal status in good standing. It shall comply with all applicable federal, state, and local laws governing nonprofit organizations.
Nothing in these Bylaws shall be interpreted to authorize any activity inconsistent with the Nonprofit’s Articles of Incorporation, its federal tax-exempt status, or applicable law.
Section 2.3 Governing Authority
These Bylaws are adopted pursuant to the Articles of Incorporation of ReDrafting America. They shall supplement and be interpreted consistently with the Articles of Incorporation and the Pennsylvania Nonprofit Corporation Law of 1988, as amended. They shall likewise be interpreted consistently with the Internal Revenue Code and all other applicable federal, state, and local laws. In the event of any conflict, applicable law and the Articles of Incorporation shall control.
A court of competent jurisdiction, or the operation of applicable law, may determine that a provision of these Bylaws is invalid, illegal, or unenforceable. If so, the remaining provisions shall remain in full force and effect. The invalid provision shall be interpreted, reformed, or replaced to the minimum extent necessary to achieve compliance with applicable law. In doing so, the original intent and purpose of these Bylaws shall be preserved to the greatest extent reasonably possible.
Eternity Clauses of these Bylaws prevail over their Standard Clauses. A lower rule conflicts with a higher rule only when both cannot be obeyed at the same time; a stricter lower rule does not conflict. A conflicting provision is without effect only to the extent of the conflict, and any required amendment is made under the mandatory legal compliance procedure. In making it, the Board of Directors shall preserve, to the greatest extent reasonably possible, the original intent, mission, Foundational Principles, and Charitable Purposes of the Nonprofit.
Section 2.4 Chain of Authority
The Chain of Authority identifies the decision-maker for a matter expressly assigned to it. It also resolves governance gaps when authority is unknown, not yet established, unavailable, or impaired by conflict. It does not apply merely because an authorized body disagrees, deadlocks, or rejects a proposal.
The Chain of Authority has five levels:
- 1.Disinterested Pillar Directors
- 2.Disinterested Independent Directors
- 3.Disinterested Independent Review Panel members
- 4.Disinterested Independent Counsel
- 5.A court of competent jurisdiction
Each level must satisfy every applicable independence, eligibility, conflict, participation, and approval requirement. Quorum applies when the acting level is a multi-person body. Independent Counsel acts only when qualified, licensed, Disinterested, and able to act lawfully. The court level remains the fifth and final resort.
The Chain of Authority does not create authority, supply a missing vote or Quorum, waive a requirement or stage restriction, reverse a lawful decision, or relieve any body of its duty to establish required bodies. It never supplies Guardian approval, the Member’s consent, or any approval reserved to the Member; never moves a matter that these Bylaws say must wait; and never weakens an Eternity Clause protection. While no Member or Acting Member serves, approvals reserved to the Member wait. It cannot be used merely to reverse disagreement, deadlock, or rejection by an authorized decision-maker. Nothing in the Chain of Authority limits the Formation authority of the Founder and the Member.
A matter enters at the level of the body the assigning provision names. A matter assigned to a vacant office other than the Member’s enters at the first level. A matter these Bylaws send through the Chain of Authority without naming a body enters at the first level, except an independent review, finding, or certification of an act of the Board of Directors, which enters at the third level. A matter assigned to the Board of Directors, a committee, or an officer that cannot act enters at the first level.
A level cannot act when it has not been established, when its eligible Disinterested members cannot meet the participation and vote requirements these Bylaws set for that body on the matter, or when its only available member is a party to the matter. A level that meets those requirements and then deadlocks, disagrees, or rejects a proposal has acted, and the matter does not move. The first level uses the Quorum and vote these Bylaws set for the Board of Directors on the matter at that stage, counting only Disinterested Pillar Director positions or, after Mission Fulfillment Conversion, Disinterested Mission Fulfillment Board positions. The second level uses any Quorum and vote these Bylaws set for Independent Directors on the matter. Otherwise, its Quorum is a majority of its eligible Disinterested Independent Directors, and action requires at least two affirmative votes.
When a level cannot act because it has not been established or too few of its members are available, the matter goes to the nearest of the first three levels that can act, looking first to higher levels and then to lower ones. When a level cannot act because of conflicts, or because its only available member is a party, the matter moves only to higher levels. When none of the first three levels can act, the matter proceeds to Independent Counsel and then to a court. A fallback the assigning provision names controls over this routing.
Except while the Formation authority applies, a matter concerning a Director’s own compensation, conflict, discipline, removal, or indemnification, and an independent review, finding, or certification of an act of the Board of Directors, never moves to a level below the level it entered. If no level at or above that level can act, the matter proceeds to Independent Counsel and then to a court.
The Order of Succession and the other succession sequences in these Bylaws are separate from the Chain of Authority. When a succession sequence is exhausted, the matter follows the Chain of Authority.
A level other than the one the assigning provision names records the matter, the level that could not act and why, the acting level, and its decision. The record is published, subject to lawful confidentiality and the protection of the Member’s identity.
Section 2.5 Statutory Member
The organization has one Member with a narrow break-glass role: filling Director vacancies the Board of Directors leaves unfilled, removing Pillar Directors whose conduct does not align with the mission, and protecting the Eternity Clauses and the Nonprofit’s fundamental structure. All other powers belong to the Board of Directors, except those vested in an Other Body.
The Member acts only in writing, through the Independent Review Panel, and cannot replace the Directors’ own judgment. The Member’s identity is confidential. The rules below explain how the Member communicates, who takes over when the Member is absent, and what records are required.
Section 2.5.1 Membership and the Board of Directors
ReDrafting America has one (1) statutory voting member (the “Member”), established by the Articles of Incorporation. The Member’s voting rights are limited to matters expressly reserved to the Member by the Articles of Incorporation and these 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. Every corporate power not expressly reserved to the Member is vested in the Board of Directors, except powers the Articles of Incorporation or these Bylaws vest in an Other Body.
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.
Membership is a limited, part-time trust rather than employment. The Member receives no compensation, stipend, or expense reimbursement for service as Member, as the Articles of Incorporation require. This keeps the office free of financial dependence and leaves no financial record that could reveal the Member’s identity.
Section 2.5.2 Confidentiality of the Member
The identity of the Member is a confidential corporate record. It is known only to the members of 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. It is not disclosed to the Board of Directors, any Director, Corporate Officer, employee, committee, or other Official Representative by reason of that person’s office.
Directors must be able to govern as equals, without knowing whether a colleague holds the power to appoint or remove them. Confidentiality protects that equality and the independent judgment it supports. The Member’s powers and limits remain public; only the Member’s identity is protected.
No Official Representative may attempt to discover, disclose, or confirm the Member’s identity except as these Bylaws or applicable law require. A person who learns the identity shall keep it confidential. Knowing disclosure violates the Code of Ethics. Disclosure required by applicable law, a court, or a governmental authority is limited to the recipients and information that the requirement demands. Disclosure of the Member’s identity, whether compelled or wrongful, does not affect the validity of any Member act, and the protections of Directors against retaliation continue to apply.
A Member Matter is any matter concerning the Member’s identity, eligibility, authentication of acts, conflicts, conduct, complaints, investigation, discipline, removal, incapacity, succession, Acting Member service, designations, records, insurance, or the handling of communications. It also includes the Member’s indemnification. Every Member Matter is expressly assigned to the Independent Review Panel. The Board of Directors, its committees, and individual Directors have no role in a Member Matter except the sealed removal ballot that the Articles of Incorporation require. Board actions that a Member act completes, such as matters requiring Member consent, remain Board business.
Directors cannot act on a Member Matter without learning the Member’s identity, so no Director level of the Chain of Authority can lawfully and impartially act on one. When the Chain of Authority applies to a Member Matter, it begins with the Independent Review Panel, then Independent Counsel, and then the courts.
Section 2.5.3 Custody and Oversight of the Member
The Independent Review Panel keeps the Membership Register on the Nonprofit’s behalf, authenticates the Member’s acts, carries communications between the Nonprofit and the Member, certifies the Member’s authority without disclosing identity, and decides every Member Matter. The Panel may assign administrative tasks, such as authentication and delivery, to its Chair or another regular member. Findings and determinations require a Panel decision.
Wherever these Bylaws assign a Member Matter or Member function to the Independent Review Panel, Independent Counsel performs it until the Panel is fully seated and whenever the Panel cannot act. An adverse finding by Independent Counsel against the Member takes effect only after a court of competent jurisdiction confirms it. If neither can act, custody passes to a court of competent jurisdiction through a sealed filing.
No Director, Corporate Officer, or employee may hold custody. Each transfer between Independent Counsel and the Panel moves the complete Membership Register and records directly, is logged, and is reported to the Secretary without identifying the Member.
Independent Counsel is a licensed Pennsylvania attorney or law firm engaged by Board Resolution to stand in for the Independent Review Panel where these Bylaws assign it and to serve as the Independent Counsel level of the Chain of Authority. The Nonprofit is the client. Independent Counsel may not be the Nonprofit’s general or formation counsel, the Director of Legal Affairs and Compliance, a Director, Corporate Officer, employee, or Independent Review Panel member, or a person with a family, financial, or business relationship with the Member.
The Member may not select, instruct, or dismiss Independent Counsel. The Board of Directors may replace Independent Counsel only by written resolution stating its reasons, and the replacement takes effect only when the successor accepts custody in writing. The Board of Directors may not replace Independent Counsel while Independent Counsel is deciding a matter concerning a Director who would vote on the replacement. Once the Independent Review Panel is fully seated, it shall review the engagement and recommend whether Independent Counsel should continue as its stand-in.
Every regular member and alternate of the Independent Review Panel may know the Member’s identity and shall sign a confidentiality undertaking before receiving it. The Panel handles Member Matters in Executive Session and publishes none of their records or recordings. Breach of that confidentiality is Just Cause for removal from the Panel.
The Independent Review Panel serves the Nonprofit, not the Member, and owes the Member no loyalty or advocacy. Its custodial duties are administrative. The Member answers to the Panel, which receives complaints about the Member, investigates them, and makes written findings.
Section 2.5.4 Member Actions
The Member acts only through a signed written instrument delivered to the Independent Review Panel. The Panel authenticates the instrument, preserves the original, and delivers to the Secretary an authenticated copy signed “the Member” that does not identify the Member. The instrument must clearly state that it is an act of the Member. Acting as a Director or officer does not exercise the Member’s powers. Removing a Pillar Director must also follow the Director Removal rules.
The Member acts in writing, not through meetings. Communications between the Board of Directors and the Member travel only through the Secretary and the Independent Review Panel. Within seven days after adoption, the Secretary must deliver to the Independent Review Panel every Board Resolution requiring the Member’s consent, adoption, or veto using Confirmed Receipt. The Panel delivers it to the Member and returns the Member’s response the same way.
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 days after incorporation, and in any event before Formation Governance concludes.
Required Member consent must follow the Articles of Incorporation. It is separate from and additional to the vote of the Board of Directors and must be kept in the official corporate records.
Section 2.5.5 Fiduciary Independence
Directors shall exercise their authority solely as fiduciaries for the Charitable Purposes of the Nonprofit. They shall not act as representatives of the Member, any donor group, political affiliation, special interest, or other external constituency. The Member’s reserved powers concern who is entrusted with governance and the protection of the Nonprofit’s constitutional identity.
Section 2.5.6 Member Powers
The Member has only the following powers, as each governing provision details:
- (a)Board Vacancies — designating a Pillar Director candidate directly when the Board of Directors fills no vacancy within ninety days, under the vacancy rules
- (b)Restoration — directing restoration of the Board of Directors, including restoration appointments, under the Governance Lifecycle and Catastrophic Board Loss procedures; appointing an Interim President under the Interim President provisions; and performing any legally required ministerial execution or adoption of Standard Clause amendments needed to restore three Director positions, without approval discretion or veto
- (c)Mission Protection — removing a Pillar Director whose actions or conduct do not align with the Primary Mission, the Mission Preservation Covenants, or these Bylaws, under the Director Removal rules
- (d)Guardianship — vetoing, as Guardian of the Eternity Clauses, any amendment, repeal, designation, or removal affecting an Eternity Clause of these Bylaws, within the window the Mission Preservation Covenants establish
- (e)Fundamental Transactions — consenting to voluntary dissolution and to each merger, consolidation, or disposition of all or substantially all assets, and petitioning for voluntary dissolution under 15 Pa.C.S. § 5972(a)(2)
- (f)Statutory Adoptions — adopting in writing each Standard Clause amendment of these Bylaws on a subject the law commits to the members, including the provisions vesting the Independent Review Panel and the Constitutional Review Panel with their powers, each such adoption being ministerial, without approval discretion or veto, and subject to the Member conflict procedure
- (g)Formation — exercising the Formation authority during Formation Governance, and lodging a Reserved Designation during Formation Governance
- (h)Succession — designating and replacing a Designated Successor and a Designated Alternate, activating and ending Acting Member service by written notice, and resigning
Except under the Formation authority, the Member has no authority, directly or indirectly, to nominate, appoint, elect, remove, suspend, replace, or control the tenure of an Independent Director. The Member has no role in ordinary Director elections, compensation, or day-to-day operations, which belong to the Board of Directors. The Member has no discretionary role in Standard Clause amendments; only legally required ministerial execution or adoption remains, subject to the Member conflict procedure. Every provision of these Bylaws that reserves a power to the Member shall be listed in this Section.
Section 2.5.7 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 veto authority over every amendment, repeal, designation, or removal affecting an Eternity Clause of these Bylaws or of the Articles of Incorporation, except under the Formation authority. The Member may deliver that veto at any time before the change takes effect, within the window the Mission Preservation Covenants establish. 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 Article governing Mission Preservation Covenants establishes the veto procedure.
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.
Section 2.5.8 Member Continuity
The Articles of Incorporation and these Bylaws govern the single membership, successor and alternate designations, selection of a new Member and that Member’s designees when no designee can serve, and temporary Acting Member service. The Independent Review Panel administers each of them.
The successor Member receives all reserved powers. A validly serving Acting Member may give required Member consent within that person’s authority.
A successor Member receives no rights reserved personally to the Founder. The President keeps the presidential and Guardian powers established by these Bylaws.
Section 2.5.9 Member Conflicts of Interest
The Member shall not exercise discretionary reserved powers on matters involving the Member’s personal interests, including personal financial benefits, investigations, discipline, or removal. The Independent Review Panel determines and resolves Member conflicts under the following procedure.
The Independent Review Panel determines whether the Member has a personal conflict and resolves the treatment of that conflict under the Articles of Incorporation, these 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.
Member conflicts apply automatically, without a Board vote to establish them. When a Member conflict affects a Board decision, the Member is excluded from the Eligible Seats through a recusal certified by the Independent Review Panel.
Whenever these Bylaws exclude the Member or an Acting Member from a Board decision, the Independent Review Panel certifies the eligible participants to the Secretary without stating reasons. Any Director with a confidential conflict may request the same certified recusal. The minutes record only that the Independent Review Panel certified a recusal.
For other conflicts involving the Founding Director or President, the Conflict Determination rules apply, including the three-fourths threshold for determining whether a conflict exists.
Section 2.5.10 Removal and Distinct Capacities
The Member serves without a fixed term or Board renewal, subject to the Articles of Incorporation. Voluntarily leaving one capacity does not itself end another. The Member resigns by signed written notice delivered to the Independent Review Panel. The Panel authenticates it and notifies the Secretary that the Member position has passed under the succession provisions, without identifying either person.
Except under the Formation authority, removal requires Just Cause, clear and convincing evidence, and unanimous approval by participating Disinterested Directors, as the Articles of Incorporation require. Lawful disagreement, refusal to consent, or good-faith exercise of a reserved power, including a backstop designation or removal of a Pillar Director, is not Just Cause.
The Independent Review Panel conducts the entire proceeding. It receives the complaint, oversees the investigation, delivers written notice of the grounds to the Member, relays the Member’s written response and evidence, and adopts written findings. Directors receive only the findings and a redacted record.
The Panel certifies the eligible Disinterested Directors without stating reasons, after checking each Director’s confidential relationship disclosures against the Member, so that no Director needs to know the Member’s identity to be certified or to vote. Each casts a sealed written ballot delivered to the Panel outside any Board meeting, and the Board of Directors does not deliberate on the matter. Directors may submit written questions through the Panel. The Panel certifies whether the required unanimity was reached. Eligible participation must meet the Quorum Governance threshold before Mission Fulfillment Conversion. After it, every Mission Fulfillment Board position other than one the Member holds must be occupied and participating.
Member removal ends membership and any Reserved Designation or return right the removed person holds. Any other office ends only through its own removal procedures. A new Member is selected under the Successor Designation and Vacancy Selection provisions. The removed person may return only through the last-resort recall in the Catastrophic Board Loss procedures after every other option, including court relief, is exhausted.
Section 2.5.11 Successor Designation and Deadlines
Each Member shall designate one eligible Designated Successor and one eligible Designated Alternate within one year after taking office, unless the Independent Review Panel designated them when it selected that Member. Each designation and signed acceptance shall be lodged under seal with the Independent Review Panel. The incumbent at adoption has one year from the effective date of this requirement. No Board confirmation or record is required. Until Independent Counsel is engaged, a designation and signed acceptance, and any Reserved Designation, take effect when the sealed instrument is placed in the Nonprofit’s records, and shall be lodged with Independent Counsel upon its engagement; the Panel’s review under this Section occurs upon that lodging. The Panel reviews each designation only for eligibility under these Bylaws. Within seven days after a designation is lodged, the Panel shall privately notify the Member of any defect so that the Member may replace the designee.
Neither designee may serve as President. A designation lapses if the designee becomes President, and the Panel shall privately notify the Member to replace it. Because the office is unpaid and part-time, the Member should consider each candidate’s financial independence; this is guidance only and not an eligibility requirement. Each designee shall sign a confidentiality undertaking with the acceptance.
On each designation anniversary, the Independent Review Panel shall obtain and preserve each designee’s written confirmation of continuing willingness, qualification, identity, and reachability. A missing confirmation begins a thirty-day correction period rather than immediately ending the designation.
The Member may replace either designee through a new sealed designation lodged with the Independent Review Panel and the replacement’s signed acceptance. The existing designation remains effective until the replacement designation and the replacement’s signed acceptance are lodged with the Independent Review Panel.
Death, disqualification, written refusal, failed contact after required efforts, or failure to cure the annual confirmation within thirty days makes a designation unavailable. If an emergency occurs during the correction period, service requires current verification and the applicable written acceptance.
Section 2.5.12 Vacancy Selection
Upon death, Permanent Incapacity determined by the Independent Review Panel, written resignation, removal, or another succession condition established by these Bylaws, the eligible and willing Designated Successor succeeds first, followed by the Designated Alternate. Each person must accept the Member position in writing delivered to the Independent Review Panel within one week after Confirmed Receipt of the Panel’s notice; a written decline or a missed deadline advances succession to the next pathway. The Panel notifies the Secretary that the Member position is filled, without identifying the Member.
If neither designee can serve, the Independent Review Panel selects an eligible successor Member and, for that Member, an eligible Designated Successor and an eligible Designated Alternate, and records why each prior pathway failed. The Panel shall complete this selection within ninety days after succession advances to Panel selection. It shall vet each candidate, obtain each candidate’s signed acceptance, conflict disclosures, and confidentiality undertaking, and preserve its written appointment and designation determination under seal. The Panel’s designations take effect when that determination is sealed and have the same effect as designations the Member makes, including the Member’s right to replace either designee.
Selection by the Independent Review Panel confers only the Member’s reserved powers and no Founder, Founder Emeritus, Director, Corporate Officer, or Interim President status. The serving Member’s first restoration responsibility is establishing the President, Secretary, and Treasurer positions.
Section 2.5.13 Acting Service and Return
Acting Member service begins upon the incumbent’s signed activation notice or objective inability certification by the Independent Review Panel. The Designated Successor serves, or the Designated Alternate if necessary. Health-based certification requires independent medical evidence. No Board activation vote or record is required.
The Acting Member holds all reserved powers, subject to existing limits. It cannot change the incumbent’s membership, succession list, acting powers, termination of acting service, or return rights. It cannot judge or obstruct its own disputed authority. The Independent Review Panel decides any dispute about acting authority.
Voluntary activation ends upon written return notice. Certified incapacity ends upon documented recovery certified by the Independent Review Panel through the same objective process. Disagreement, refusal, absence, or delayed correspondence alone does not establish incapacity.
These Bylaws and nonwaivable law govern independent removal proceedings, temporary Acting Member service, return, and other termination events.
Section 2.5.14 Reserved Designation
A Reserved Designation may be lodged with the Independent Review Panel only during Formation Governance. It may name one person, who may later reclaim membership by signed notice delivered to the Panel, ending any successor membership and acting service. The holder must never have been removed for Just Cause, and the maximum age for Member service applies.
A Reserved Designation cannot be created, renewed, or replaced after Formation Governance and does not pass to anyone. It is separate from any return to a Pillar position under the Founder Emeritus rules. Each successor Member must accept its limitation in writing. Pending investigations and lawful restrictions survive reclamation. Neither the designation nor its holder is disclosed outside the Independent Review Panel.
Section 2.5.15 Membership Register and Records
The Nonprofit keeps the Membership Register and every Member record through the Independent Review Panel, which maintains them on the Nonprofit’s behalf. They include instruments, authentications, designations, acceptances, any Reserved Designation, annual confirmations, conflict determinations, complaints, findings, and ballots. The Panel keeps these records in its own secure systems, separate from the systems the Board of Directors and staff use. The Nonprofit’s records hold only authenticated copies signed “the Member.” Access and every access attempt must be logged.
Activation of succession permits disclosure only to the Independent Review Panel and the person succeeding, and only as needed to establish the serving Member. All other protected information remains confidential.
Each year the Independent Review Panel shall provide, for the Annual Governance Report, a written attestation that does not identify the Member. It confirms that the Member position is filled and that succession designations are current, and it reports the number of Member acts authenticated and the number and disposition of complaints concerning the Member.
Section 2.6 Director Inspection Rights
Directors may inspect and copy corporate books, records, financial reports, and governing documents to fulfill fiduciary duties and other office responsibilities. This includes investigating matters within the authority of the Board of Directors. Access must be reasonably necessary and follow reasonable Board procedures and applicable legal restrictions.
Disclosure is not required for:
- (a)attorney-client privileged information or attorney work product
- (b)legally protected personal information, confidential whistleblower reports, or cybersecurity safeguards
- (c)information whose disclosure is unlawful or would materially harm the Nonprofit’s legitimate interests
- (d)records that identify the Member, which are available only as the confidential-records paragraph below provides
Directors must protect confidential information received unless disclosure is required by law or these Bylaws.
Records that identify the Member, including the Membership Register and the Independent Review Panel’s Member records, are designated confidential under the Nonprofit’s authority to impose reasonable restrictions on a Director’s access to information. The restriction protects the equality among Directors that the Confidentiality of the Member provisions describe. A Director whose duties require information from those records shall request it from the Independent Review Panel. The Panel shall reply within two business days and provide the information the duty requires without identifying the Member, such as a conflict check, a certification, or an authenticated copy signed “the Member.” The Member’s identity is not voluntarily released to a Director. Any disclosure shall follow the judicial-compulsion procedure below.
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 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.
Confidentiality safeguards shall not be used to conceal misconduct or obstruct proper Director oversight. Access shall preserve applicable legal protections. Concerns about the Member’s conduct are addressed through the Independent Review Panel.
Section 2.7 Official Records
The Nonprofit shall create, maintain, preserve, and protect complete, accurate, secure corporate records under these Bylaws, the Articles of Incorporation, and applicable law.
The Board of Directors shall keep official records organized, secure, and reasonably accessible, supporting transparency, accountability, historical preservation, and institutional continuity. Records include governing documents, Board Resolutions, minutes, financial records, filings, policies, contracts, and other records required by law or these Bylaws.
Records shall use Board-approved formats, including secure electronic formats, and remain authentic, retrievable, protected against unauthorized alteration or destruction, and preservable for future generations.
These Bylaws, Technology and Records Standards, and applicable Board Resolutions govern records management, retention, technology platforms, archives, cybersecurity, version control, digital preservation, and public access.
Every report, disclosure, review summary, or other reporting component that these Bylaws require annually shall be presented together in one Annual Governance Report for the applicable fiscal year. Each component shall remain separately identifiable.
The Secretary shall coordinate assembly and publication after the required annual components are complete. Consolidation does not change any component’s required content, preparer, reviewer, approval, confidentiality, privilege, redaction rules, or underlying deadline. Quarterly, baseline, event-triggered, special, and completion reports are excluded unless these Bylaws independently require an annual summary.
Confirmed Receipt occurs at the earliest of the recipient’s acknowledgment, documented personal delivery, or reliable carrier or platform confirmation of delivery.
If none occurs, receipt is deemed twenty-four elapsed hours after successful documented transmission to the second of at least two current, previously verified communication channels, provided no failure or rejection notice has been received for either transmission.
A communication channel is verified when the recipient has confirmed it or successfully used it for official communication. It remains current until the recipient replaces it or failed delivery or reliable contrary information invalidates it. The Secretary or other assigned notice administrator shall preserve the verification evidence, delivery records, failure notices, and calculated receipt time.
End of Article II. Return to the TOC