Governance Structure

Article III is about the people who will answer for all of this. Some seats at the table are held by people with nothing to gain. No newcomer votes before earning it: Study, screening, an examination, and an oath spoken aloud with a hand on these Bylaws. That last part is not theater. It is the moment an ordinary person promises that leadership is not a privilege to possess, but a responsibility entrusted for others. No leader may earn more than five times what the lowest-paid employee earns, and after formation no one decides their own pay. The Board of Directors grows from a founder working alone into a full body. A promise made out loud is harder to walk back.

Section 3.1 General AuthorityLink

The Board of Directors governs the Nonprofit, exercising corporate powers and fulfilling fiduciary responsibilities except as reserved by law, the Articles of Incorporation, or these Bylaws. It shall protect the mission, sustainability, assets, and public trust through prudent oversight serving the Nonprofit’s Charitable Purposes.

Pillar Directors also provide strategic leadership for their assigned functions. Independent Directors are full voting fiduciaries and independent watchdogs.

Every Director shall exercise independent judgment and follow the Fiduciary Duties rules. Directors shall act in good faith, with the care of an ordinarily prudent person in a similar position and circumstances. They shall act in what they reasonably believe are the Nonprofit’s best interests, consistent with its charitable mission.

Section 3.2 Board CompositionLink

Before conversion to the Mission Fulfillment Board, the Board of Directors has fourteen authorized seats: eleven Pillar Directors and three Independent Directors. Independent Directors receive no performance-based pay. They oversee matters the Pillars cannot impartially judge, including compensation, audits, related-party transactions, and complaints against watchdogs. No other Director positions exist before conversion. After conversion, the Mission Fulfillment Board provisions establish the authorized positions.

Each occupied Director position carries one vote and equal fundamental fiduciary authority and responsibility, subject to position-specific duties. Authorized acting appointments count as occupied positions for voting, Quorum, and governance thresholds. Count each eligible position once, including each Pillar held by the same Director. A recused or otherwise ineligible Director cannot participate through any occupied position for that matter. Every Director shall exercise independent judgment in the Nonprofit’s overall best interests and follow the Fiduciary Duties rules, regardless of assigned responsibilities.

During Formation Governance, the Founder may be the sole Director under the formation rules. Except under the Formation authority, Independent Director appointments must follow the Independent Director appointment process and its conflict-of-interest safeguards; formation does not itself prohibit their service.

After formation, the Board of Directors shall make reasonable efforts to fill positions needed for effective governance and operations. Temporary vacancies are permitted when qualified candidates are unavailable or the required selection and onboarding processes need additional time, subject to applicable appointment deadlines.

Vacancies do not eliminate or merge positions or change the authorized Board composition. Remaining Directors may conduct lawful business only while satisfying applicable Quorum, voting, separation-of-duties, and other governance requirements.

Section 3.2.1 Pillar DirectorsLink

Pillar Directors serve as both Corporate Officers leading their departments and Board members governing the organization as a whole.

They shall be nominated, elected, and appointed under the Board Nomination and Election rules, including the criteria for the particular Pillar.

No person may serve simultaneously as a Pillar Director and an Independent Director, or count toward both classes. After leaving either class, a person must wait five years before serving in the other.

Section 3.2.2 Independent Director CompositionLink

Independent Directors are full voting Board members who provide oversight without managing a department. They bring independent judgment to decisions that leadership cannot impartially make about itself.

Their responsibilities include reviewing Director compensation, related-party transactions, financial statements, audit findings, and sensitive complaints involving senior leadership. They also participate, when eligible, in removal proceedings.

Independent Directors share the rights, duties, and fiduciary obligations of other Directors. They serve the organization as a whole. No Pillar Director may direct, supervise, or interfere with their independent oversight duties.

The three positions are designated Independent Director — Seat 1, Seat 2, and Seat 3.

Section 3.3 Service QualificationsLink

These qualifications say who may sit at this table. A Director must be a citizen, at least thirty and under seventy at appointment, screened, and qualified for the specific seat sought. A felony conviction requires an individualized assessment; misdemeanors do not disqualify a candidate. No two Immediate Family Members — spouses, domestic partners, parents, children, siblings, grandparents, grandchildren, in-laws, members of the same household, or persons whose personal connection could reasonably impair independent judgment — may serve together.

The qualifications are not a one-time gate. Every Director must keep meeting them and promptly report changes. Conflicts must not materially impair independent judgment or fiduciary duties. A Pillar seat is a working leadership position governed by the Terms of Service rules. Every candidate must understand those terms before accepting appointment.

Section 3.3.1 Director Eligibility RequirementsLink

Eligibility for appointment or election as a Director, and continued service, requires the following qualifications. Prior service exempts a Director only from the Governance Examination; all other eligibility and onboarding requirements continue to apply.

• (a)
  Be a citizen of the United States of America. This requirement reflects ReDrafting America’s exclusively national civic and constitutional mission. Every Director exercises governance authority over an organization dedicated to constitutional democracy’s future in the United States of America.
• (b)
  Be at least thirty (30) and under seventy (70) on the effective date of appointment, election, or reelection. A Director who reaches seventy (70) during a term may complete it. Afterward, the Director is ineligible for reelection or appointment to another term.

The minimum age supports mature judgment and relevant experience. The maximum age supports planned succession and addresses concerns about age-related changes that may affect demanding leadership duties. Certain commercial airline pilots likewise face a fixed retirement age, illustrating the use of age limits in positions carrying substantial responsibility. This policy does not presume that every person’s judgment declines at a particular age.

• (c)
  Successfully complete all background screening required by these Bylaws or by reasonable procedures adopted by the Board of Directors. Conduct background screening consistently and lawfully. Limit screening to matters reasonably related to fiduciary fitness, organizational integrity, public trust, financial responsibility, safety, or the position’s duties.
• (d)
  Agree in writing to comply with the Articles of Incorporation and these Bylaws. This agreement must cover the Code of Ethics, Conflict-of-Interest Policy, Whistleblower Policy, and all other governance policies lawfully applicable to Directors.
• (e)
  Possess the character, judgment, competence, independence, availability, and commitment reasonably necessary to discharge the fiduciary and functional responsibilities of the Director position sought.
• (f)
  Have no actual, potential, or continuing conflict of interest that would materially impair independent judgment or faithful fiduciary service. The same restriction applies to the ability to act in the best interests of the Nonprofit as a whole.
• (g)
  Do not simultaneously serve on another organization’s governing board when that service would create a direct or material conflict involving ReDrafting America. This restriction covers conflicts involving its mission, finances, confidential information, institutional independence, governance, operations, or public trust.
• (h)
  Possess education, professional experience, demonstrated expertise, public-service experience, or other qualifications reasonably relevant to the position sought. For Pillar Directors, qualifications must relate to the applicable Pillar of Leadership. For Independent Directors, they must relate to independence, watchdog, audit, ethics, and compliance responsibilities.

Each eligibility requirement is enforced only to the extent permitted by applicable law.

Section 3.3.2 Director DisqualificationsLink

Directors hold authority over charitable assets, confidential information, and decisions affecting others. Felony convictions shall be evaluated for their relevance to those responsibilities. Misdemeanor convictions shall not disqualify a candidate.

A felony conviction may disqualify a candidate when an individualized assessment establishes that the conduct materially undermines suitability for the position. The assessment shall consider the offense’s nature and seriousness, elapsed time, evidence of rehabilitation, and the position’s duties. Any exclusion must comply with applicable law.

No two Immediate Family Members shall simultaneously serve as Directors. The Service Qualifications definition of Immediate Family Member controls.

Section 3.3.3 Continuing Qualification and Additional CriteriaLink

Every Director shall maintain the required qualifications and promptly report material changes to the President, Secretary, or Director of Ethics and Oversight. Reportable changes include eligibility, independence, background-screening status, conflicts of interest, availability, or ability to perform the duties of office. Changes relating to membership, Acting Member service, or a succession designation are reported only to the Independent Review Panel.

The Board of Directors may adopt additional objective, position-specific qualifications by Board Resolution. They must reasonably relate to the position’s responsibilities and, for Pillar Directors, the applicable Pillar of Leadership. They must remain consistent with these Bylaws, the Articles of Incorporation, applicable law, and the Nonprofit’s charitable mission.

Section 3.3.4 Working Leadership and Maximum AgeLink

Pillar Directors lead departments and receive salaries when compensation is authorized. Except for the Founding Director, their Board service, Corporate Officer office, and employment are inseparable and run year to year.

At term expiration, a Pillar Director’s required advance resignation takes effect; without a timely completed renewal, Board service ends. Consequences for the corresponding office and employment remain subject to these Bylaws, applicable contracts, and law.

Independent Directors are neither employees nor Corporate Officers. The Independent Director service and stipend rules apply to them.

A Director reaching the maximum age may finish the current term but is ineligible for reaffirmation or another term. Unless service ends earlier, the required advance resignation takes effect at term expiration. A Director without a fixed term shall retire upon reaching age seventy.

Before accepting appointment, candidates shall receive written disclosure of the term structure and acknowledge the maximum-age limit on Board eligibility. Acknowledgments cannot waive nonwaivable rights or claims or restrict participation in governmental proceedings. These requirements apply only as permitted by law.

The same retirement-age rules apply to all Directors. The Member shall retire from Member service upon reaching age seventy-five.

Section 3.4 Governance LifecycleLink

The Governance Lifecycle establishes six operating states: Formation Governance, Minimum Governance, Quorum Governance, Pillar Governance, Complete Governance, and Legacy Governance. Each state defines the composition, main priority, authority, restrictions, and transition requirements of the Board of Directors.

The Governance Lifecycle follows a deliberate institutional progression:

Create → Stabilize → Govern → Complete Leadership → Complete Governance → Preserve

The applicable preconversion state depends on current qualified, onboarded, occupied Director positions and any required position-specific milestone. When the Board of Directors no longer satisfies a state, the highest lower state it currently satisfies governs its authority. Earlier lawful actions remain valid.

Formation Governance does not return because later vacancies occur, except after a Catastrophic Board Loss before Mission Fulfillment Conversion. Before Mission Fulfillment Conversion, when a post-formation Board of Directors occupies one or two positions, a restricted restoration applies. While the Founder serves as a Director, the Founder’s formation appointment powers return. Those powers are limited to preservation and to restoring three occupied positions. The Member’s appointment power applies throughout. When their appointments conflict, the Founder’s controls. With no Founder serving, the Member appoints alone. Ordinary governance resumes at Minimum Governance. Legacy Governance begins only through Mission Fulfillment Conversion. After conversion, a Board of one or two positions is restored under the Legacy Governance rules through the Member’s appointment power.

Section 3.4.1 Formation GovernanceLink

Create the institution. Formation Governance begins upon incorporation and continues until three different qualified Directors fill the President, Secretary, and Treasurer positions. All serving Directors must also complete required onboarding and orientation. Usually one or two positions are occupied during this state. Its main priority is establishing collective governance.

• (a)
  Temporary powers. During formation, the Founder may hold multiple Director positions, perform vacant positions’ duties, approve his own compensation, and appoint qualified Pillar Directors. The Founder approves his own compensation because no disinterested body yet exists to approve it. That compensation shall be supported by comparability data and contemporaneous documentation, meeting two of the three federal safe-harbor requirements. The Founder shall review it at least annually on current comparability data during formation. After formation, it continues without discretionary increase, and its annual review waits, until the Compensation and Related-Party Committee can act. The Committee shall then approve it going forward, meeting the third requirement, and may continue, change, or end it. The Founder may also take lawful actions reasonably necessary to establish governance, legal compliance, financial administration, records, and operations.
• (b)
  Formation authority. During Formation Governance, the Founder, while serving as a Director and never removed for Just Cause, and the Member each hold authority to take any action and amend any provision of the Articles of Incorporation, these Bylaws, or Constitution v2.0. The Founder acts by signed resolution filed in the corporate record and the Member by signed written instrument; an action the law assigns to both the Board of Directors and the Member requires the Founder’s resolution and the Member’s instrument. While no such Founder serves, a Board Resolution adopted by every occupied Director position takes the place of the Founder’s resolution for an action the law assigns to both the Board of Directors and the Member. The Member may amend an Eternity Clause, or take an action the Eternity Clause safeguards treat as amending one, under this authority only while the Founder serves as a Director and has never been removed for Just Cause. When the Founder’s and the Member’s exercises of this authority conflict, the Founder’s controls, except where the law requires the Member’s approval. The Member’s veto as Guardian does not apply to an amendment the Founder makes under this authority. No other provision of the Articles of Incorporation or these Bylaws limits that authority, except that it does not waive fiduciary duties or legal obligations, and compensation the Founder approves under it shall be supported by comparability data and contemporaneous documentation.
• (c)
  Limits and recruitment. These powers do not waive fiduciary duties or legal obligations. The Founder shall reasonably pursue qualified Director recruitment and appointment as soon as practicable, considering organizational needs and candidate availability.
• (d)
  Formation decisions. Every occupied Director position constitutes Quorum during Formation Governance, and the Board of Directors may act by a Board Resolution requiring the affirmative vote of every occupied position. This includes formation actions expressly authorized elsewhere in this Section. This narrow exception ends automatically when Formation Governance concludes. Amendments of the Articles of Incorporation, these Bylaws, and Constitution v2.0 follow the Amendment Bridge.
• (e)
  Digital assets. Before recognition of Internal Revenue Code § 501(c)(3) status, necessary operational digital assets may remain in the Founder’s personal accounts. All such accounts, platforms, domain names, and credentials shall transfer to organizational ownership and control under the digital-asset rules by formation’s end. Incomplete transfers neither delay formation’s conclusion nor excuse the transfer obligation.
• (f)
  Appointments and records. Candidates shall meet Director qualifications and complete applicable onboarding before voting, counting toward Quorum, or exercising governing authority. Signed nomination and appointment resolutions shall be preserved in corporate records. Each Director’s biography and qualifications shall appear on the Official Website within a reasonable time after appointment.

Section 3.4.2 Minimum GovernanceLink

Stabilize the institution. Minimum Governance begins when three different qualified Directors fill the President, Secretary, and Treasurer positions and all serving Directors complete onboarding and orientation. It applies while three through six qualified, onboarded positions are occupied after formation. The main priority of the Board of Directors is recruiting qualified Directors and reaching Quorum Governance.

Within ninety days, the President shall convene a Board meeting. The Board of Directors shall:

• (a)
  Acknowledge formation’s conclusion by resolution and confirm serving Directors’ identities, terms, positions, onboarding status, and vacant Pillar positions.
• (b)
  Review formation resolutions, records, policies, contracts, financial accounts, and other material actions; ratify, modify, or reject actions requiring subsequent Board approval.
• (c)
  Assign responsibilities for permitted governance and operations and conduct other business allowed during Minimum Governance.

The acknowledgment resolution records formation’s conclusion without changing its automatic effective date. All eleven Pillar positions need not be filled, but recruitment shall continue to support operations and Quorum after exclusions.

Seating Independent Directors is optional before Pillar Governance and follows the Independent Director appointment rules. After formation, Pillar Director compensation requires approval by the Compensation and Related-Party Committee through at least two eligible Independent Directors. The expressly authorized Independent Review Panel (IRP) conflict fallback remains available.

During Minimum Governance, the Board of Directors may maintain existing operations, preserve corporate existence, protect assets and records, maintain insurance, meet obligations, and comply with law. It may address genuine emergencies and recruit, qualify, and appoint Directors.

Quorum requires participation through all occupied positions eligible for the matter. Eligibility, recusal, minimum-voter, and approval requirements continue. If fewer than three positions remain occupied, authority is limited to preservation and restoration under the Governance Lifecycle’s restricted restoration.

Existing approved compensation continues, but no discretionary increase in compensation may be approved. The Board of Directors shall not approve Major Transactions, voluntary dissolution, or nonessential long-term commitments. Amendments follow the Amendment Bridge. These restrictions end when seven qualified, onboarded positions are occupied and applicable Quorum can be met. The departments and staffing rules govern department charters, staff allocations, and hiring.

Section 3.4.3 Quorum GovernanceLink

Govern the institution. Quorum Governance begins when at least seven qualified, onboarded Director positions are occupied and fewer than all eleven Pillars are filled. Its main priority is completing the Pillar structure and appointing the Independent Review Panel.

Ordinary Quorum, voting rules, and Board authority apply. All ordinary voting, conflict, compensation, fiduciary, and other governance safeguards continue.

Recruitment for the Independent Review Panel shall begin upon reaching Quorum Governance, not before. Appointments shall follow the Panel’s qualification, independence, and appointment procedures.

If occupancy falls below seven before Mission Fulfillment Conversion, Minimum Governance restrictions apply automatically. Pillar Governance begins when all eleven Pillar positions become occupied by qualified, onboarded Directors.

Section 3.4.4 Pillar GovernanceLink

Complete the Leadership. Pillar Governance begins when all eleven Pillar Director positions are filled by qualified, onboarded Directors. Its main priority is completing independent oversight by seating all three Independent Directors.

All five regular Independent Review Panel members and both alternates shall be appointed no later than the transition to Pillar Governance. These appointments may occur simultaneously with the final Pillar Director appointment. Independent Counsel then transfers custody of the Membership Register to the Panel.

Seating Independent Directors becomes mandatory upon reaching Pillar Governance. The Board of Directors shall immediately recruit for any vacant Independent Director seats and complete appointments and required onboarding within one hundred eighty days. After ninety days, the Board of Directors shall review progress and record remaining vacancies, obstacles, and planned actions in its minutes.

Ordinary Board authority applies, subject to all voting, Quorum, conflict, compensation, fiduciary, and other governance safeguards.

If a Pillar position becomes vacant, Quorum Governance applies while at least seven qualified, onboarded positions remain occupied. Minimum Governance restrictions apply below seven.

Section 3.4.5 Complete GovernanceLink

Complete the Governance Structure. Complete Governance begins when all eleven Pillar Director positions and all three Independent Director positions are occupied by qualified, onboarded Directors. Its main priority is conducting the complete constitutional mission.

Pillar Directors lead their departments, and Independent Directors provide oversight separate from departmental management. Together, they exercise Board authority and share fiduciary responsibility.

If an Independent Director position becomes vacant while all Pillars remain filled, Pillar Governance applies. A Pillar vacancy activates Quorum Governance or Minimum Governance restrictions according to current occupancy.

Now we get to change the world.

Section 3.4.6 Legacy GovernanceLink

Preserve the Institution’s Legacy. Legacy Governance begins when Mission Fulfillment Conversion becomes effective. The Mission Fulfillment Board then has five authorized positions. Its main priority is operating The Archive, The Museum, The Watchdog, and continuing public-purpose programs.

While at least three qualified, onboarded positions are occupied, ordinary Quorum, voting rules, and Board authority apply. All ordinary governance and independence safeguards continue.

When fewer than three positions are occupied, all occupied positions eligible for the matter must participate. Authority is limited to preserving corporate existence, assets, records, insurance, legal compliance, existing obligations, emergency response, and Board restoration.

Existing approved compensation continues, but no discretionary increase in compensation may be approved. The Board of Directors shall not approve Major Transactions or voluntary dissolution or make nonessential long-term commitments, and shall not amend the Articles of Incorporation or these Bylaws except as the law requires or, with only legally required ministerial Member execution or adoption and no discretionary Member consent, as the restoration of three positions requires, and shall not amend an Eternity Clause or Constitution v2.0.

Reduced-occupancy restrictions end when three qualified, onboarded positions are occupied and applicable Quorum can be met. Legacy Governance cannot restore a closed Pillar seat or return the Nonprofit to a preconversion state.

Section 3.5 Terms of ServiceLink

Pillar Directors serve one-year terms, except for the Founding Director’s protected tenure. Fixed terms have a recorded expiration date, time, and time zone. Renewal is effected as a new appointment for the succeeding term. It requires Board review, approval, and a completed acceptance-and-resignation package for that term before the current term expires. Otherwise, the seat becomes vacant at expiration.

The Founding Director’s tenure ends through resignation, removal, death, incapacity, or the applicable retirement rules. Accurate term records establish who holds office and when their authority ends.

Section 3.5.1 Terms of OfficeLink

Pillar Directors serve one-year terms, except for the Founding Director’s protected tenure. Terms begin on the effective appointment or election date recorded in minutes and a Board Resolution. Independent Directors serve the terms specified by the Independent Director service rules.

Accepting a Pillar appointment or election includes responsibility for that Pillar of Leadership. Accepting an Independent Director appointment includes watchdog, audit, ethics, and compliance responsibilities. Both roles carry fiduciary duties to the Nonprofit as a whole.

The Founding Director occupies one of the eleven Pillar positions without a separate term of office, subject to the applicable retirement rules.

Section 3.5.2 Fixed-Term Service RecordsLink

Every fixed-term appointment, reappointment, or reelection, including Independent Director service, requires a Board Resolution. It shall record the term’s start, exact expiration date and time, and governing time zone.

Initial appointments require the complete sequential acceptance-and-resignation package before either component is released. Acceptance takes effect first, establishing office and fiduciary duties. The separately signed resignation then becomes operative immediately, as the Director’s personal act and delivery. Voting, Quorum participation, and governing authority require confirmation of the completed ordered release and satisfaction of applicable onboarding requirements.

Each advance resignation takes effect at the term’s recorded expiration. Renewal is a new appointment for the succeeding term: it requires final documented approval and the Secretary’s receipt of that term’s complete acceptance-and-resignation package before the current term expires. The succeeding term begins at its stated commencement, when the expiring term ends, and service continues without interruption.

Without a timely completed renewal, expiration creates a vacancy and ends Director office, authority, voting rights, Quorum status, and duties. Consequences for the corresponding Corporate Officer office or employment remain subject to these Bylaws, applicable contracts, and law. This is a resignation; removal procedures do not apply.

Section 3.5.3 Onboarding Before ServiceLink

All appointees must complete applicable onboarding before voting, counting toward Quorum, or exercising governing authority. Onboarding includes signing required documents and the Director’s Oath, studying governing documents and procedures, completing background screening, and attending required Board meetings.

Appointment takes effect when the complete acceptance-and-resignation package is released in the required sequence, and fiduciary duties attach immediately. Until onboarding is certified, the appointee serves as a Qualifying Director under the onboarding rules.

Section 3.5.4 Pillar Director ReappointmentLink

Pillar Directors other than the Founding Director may serve successive terms without a term-count limit if they:

• (a)
  Continue meeting Director qualifications
• (b)
  Remain in Good Standing
• (c)
  Complete required onboarding, disclosures, acknowledgments, and governance obligations
• (d)
  Have no unresolved disciplinary action, ethics violation, or disqualifying conflict of interest

Before each fixed term expires, the Board of Directors shall review qualifications, attendance, participation, fiduciary performance, and compliance with these Bylaws. Pillar renewals follow the Board Nomination and Election rules. Independent Director reappointments and consecutive-service limits follow the Independent Director service rules.

Renewal is effected as a new appointment. It must be approved and finally documented, and the Secretary must receive the succeeding term’s complete acceptance-and-resignation package, before the current term expires. The succeeding term begins at its stated commencement, when the expiring term ends.

Section 3.5.5 Founding Director TenureLink

The Founding Director does not require annual reappointment or reelection. Protected tenure in the occupied Pillar position continues until voluntary resignation, lawful removal for Just Cause, death, Permanent Incapacity, or retirement under the applicable rules. When tenure ends, the position becomes vacant under the ordinary vacancy procedures.

During that tenure, the Board of Directors shall annually adopt a Resolution of Acknowledgment recognizing the Founding Director’s continuing service. Adoption occurs at the fiscal year’s first Regular Meeting. The resolution is ceremonial, not an election or reappointment. Failure to adopt it does not affect the position or authority.

Section 3.5.6 Unexpired Terms and Effective DatesLink

A Director’s resignation, removal, death, Permanent Incapacity, disqualification, or other departure before term expiration creates a vacancy filled under the ordinary vacancy procedures.

At fixed-term expiration, the advance resignation takes effect. A timely completed renewal begins the succeeding term at that same moment, and service continues without interruption or vacancy. Without one, expiration creates a vacancy. Late approval, documentation, or delivery cannot revive the prior term or retroactively restore Director status. Returning requires a new prospective appointment or election under the applicable procedures.

After receipt of the complete sequential acceptance-and-resignation package, appointment and the term begin when acceptance is released first. Director authority begins only after the resignation is released immediately afterward and the complete sequence is confirmed, subject to onboarding requirements.

Section 3.6 Director OnboardingLink

Appointment establishes Director fiduciary duties, but voting, Quorum participation, and governing authority require certified onboarding. Onboarding includes signing required documents, studying governing materials, completing background screening, and, for first-time Directors, passing a Governance Examination with at least one hundred questions.

Onboarding must be certified within ninety days of appointment, subject to the permitted pauses and exceptions; otherwise, the seat becomes vacant automatically. The acceptance-and-resignation package establishes the sequence for taking office and ending fixed-term service.

Section 3.6.1 Qualifying DirectorsLink

Appointment takes effect under the acceptance-and-resignation procedures, and fiduciary duties attach immediately. Until the Secretary certifies completed onboarding and execution of the Director’s Oath in the corporate records, the individual is a Qualifying Director. Qualifying Directors cannot vote, count toward the Board of Directors or Quorum, govern, direct personnel, or make motions. They cannot participate in final Board deliberations or exercise Pillar executive authority.

Qualifying Directors may observe Board proceedings, ask questions when recognized, receive Board materials, and serve on committees, subject to confidentiality, conflict, privacy, and information-security safeguards. The Board of Directors may exclude them from proceedings when required by law, privilege, confidentiality, privacy, conflict safeguards, or the Nonprofit’s best interests.

Section 3.6.2 Onboarding StepsLink

Directors shall sign and deliver all required documents, including conflict-of-interest disclosures and annual affirmations, the Code of Ethics acknowledgment, and the acceptance-and-resignation package. They shall also execute any confidentiality and information-security undertakings required by the Board of Directors.

Directors shall study the Articles of Incorporation, Bylaws, Constitution v2.0, Foundational Principles, governance policies, fiduciary duties, meeting and voting procedures, and financial and records controls. They shall also study the Eleven Pillars of Leadership and the Nonprofit’s operational structure.

Directors shall complete required background screening and pass the Governance Examination unless exempt through prior Director service. They shall attend Board meetings to learn how the Board of Directors operates.

Section 3.6.3 Governance ExaminationLink

The Governance Examination tests working knowledge of the required onboarding subjects. Each examination must contain at least one hundred questions covering every Board-approved subject category. Passing requires at least eighty percent. The Board of Directors may increase, but never reduce or waive, either minimum; no other person may waive them.

Each examination may be uniquely generated, including by an automated or artificial-intelligence system meeting Board-approved standards. The Board of Directors shall approve the subject categories and generation standards and review both whenever these Bylaws materially change.

The Secretary shall administer examinations, preserve each examination and the Director’s responses in corporate records, record results, and certify onboarding completion. Unsuccessful Directors may retake the examination without limit; each retake must be newly generated.

Directors may challenge questions as inaccurate, ambiguous, or outside the subject categories. The Secretary shall refer challenges to the Board of Directors, which may void questions and rescore. Voided questions are excluded from both the correct-answer count and the total used to calculate the score.

The Secretary shall keep a separate, confidential, Board-approved reserve examination meeting these requirements, disclosed only as needed for administration. The Board of Directors shall review it whenever these Bylaws materially change. If no compliant examination can be generated, the Secretary shall administer the reserve. If it cannot be administered, the ninety-day onboarding clock pauses until an examination becomes available. No Director shall lose a seat because a generating system was unavailable.

Section 3.6.4 Deadlines, Exemptions and EmergenciesLink

Outside the emergency onboarding exception, the seat becomes vacant automatically if onboarding is not certified within ninety days after appointment. The Secretary shall record the vacancy and unfinished requirements. The Board of Directors cannot extend the deadline, and no one may waive it. The clock pauses for background-screening delays or other causes not attributable to the Director. The Secretary shall record each pause’s reason and duration. The ordinary vacancy procedures apply; this is not removal.

Any Director who has previously served is exempt from the Governance Examination, regardless of the time since prior service. Every other onboarding requirement applies upon each appointment. The Board of Directors may require refreshed disclosures, background screening, or other onboarding steps before service resumes.

During a Board Continuity Emergency or an Acting Director appointment during it, required documents and background screening must precede voting, Quorum participation, or governing authority. This applies to Directors and Acting Directors. Directors without prior service must complete the Governance Examination within ninety days after the emergency ends.

Section 3.6.5 Acceptance-and-Resignation PackageLink

A fixed-term selection remains conditional until the candidate completes an acceptance-and-resignation package in a form approved in advance by qualified Pennsylvania nonprofit counsel. The Secretary shall hold the complete package in escrow. Neither component may be released unless both are present.

The Secretary shall first release the signed acceptance, making the appointment effective and attaching Director fiduciary duties. Immediately afterward, without interruption, the separately signed advance term-expiration resignation becomes operative as the Director’s personal delivery to the Nonprofit.

If the candidate declines or leaves the package incomplete, neither component takes effect. The seat remains vacant without a removal or vacancy-declaration vote.

Voting, Quorum participation, and governing authority require the Secretary’s confirmation of the completed sequence and compliance with onboarding requirements. The Director then holds the position’s vote, authority, and responsibilities. Consequences for a Pillar Director’s Corporate Officer office and year-to-year employment remain subject to these Bylaws, applicable contracts, and law.

Section 3.7 Director’s OathLink

Before exercising voting, Quorum, or governing authority, each Director shall personally execute, sign, and deliver the Director’s Oath to the Secretary. The ceremony shall be video recorded.

Standing before the Board of Directors, the Director shall raise the right hand, place the left hand on these Bylaws, and read the complete Oath aloud. A Director who cannot perform any part of this ceremony because of a disability may take the Oath in an equivalent form. The Nonprofit shall provide any reasonable accommodation the law requires. This ceremony evokes the United States Armed Forces’ Oath of Enlistment.

Pillar Directors shall use both their Director and Corporate Officer titles. Independent Directors shall omit “as [Officer Title]” from the opening sentence.

“I solemnly undertake the duties of [Director Title] as [Officer Title] of ReDrafting America.

I pledge to serve with courage, humility, and integrity. I will uphold our Articles of Incorporation, Bylaws, Foundational Principles, and the enduring vision of Constitution v2.0. I will place the mission and long-term interests of the Nonprofit above personal ambition, political loyalty, and financial advantage.

I will seek truth, welcome reasoned disagreement, exercise independent judgment, and act with care, loyalty, and good faith. I will remember that leadership is not a privilege to possess, but a responsibility entrusted to me for the benefit of others.

I accept that responsibility freely and pledge to leave ReDrafting America stronger, wiser, and more worthy of the public trust than I found it.

Ex Uno Floremus.”

Directors take the Oath upon initial confirmation and again upon returning after a break in service. The Founder shall also retake it annually during the ceremonial Resolution of Acknowledgment, separately from ordinary Pillar renewal, recognizing stewardship of the founding mission.

The Oath does not confer Director status or replace onboarding confirmation or the Code of Ethics acknowledgment. Refusal or failure to take it prevents completion of onboarding and the exercise of voting, Quorum, or governing authority.

The signed Oath includes the Director’s written acknowledgment of the confidentiality of the Member’s identity and of the restrictions on access to records that identify the Member.

The Secretary shall preserve each signed Oath and its video in corporate records under the Technology and Records Standards.

Section 3.8 Compensation and ReimbursementLink

Compensation must pay fairly for actual services and be supported by comparability data. It must be documented, reviewed annually, and disclosed. It may not exceed the limits stated in this Section.

Except under the Formation authority, no Director may participate in deciding their own pay. After formation, Pillar compensation requires approval by at least two eligible Independent Directors acting through the Compensation and Related-Party Committee. The Board of Directors may request reconsideration but cannot revise the Committee’s decision. These rules also govern expense reimbursement and organization-wide compensation limits.

Section 3.8.1 Ethical Salary CalculationsLink

This Subsection explains how the Nonprofit calculates compensation and why. It states the reasoning behind the rules that follow and identifies the sources they draw upon. It creates no obligation beyond the provisions it explains.

Compensation begins with a floor rather than a limit. Work performed full time should cover the cost of living where the worker lives. The Nonprofit measures that cost using the Living Wage Calculator published by the Massachusetts Institute of Technology. That calculator states the wage a single adult without dependents requires. A legal minimum wage is not that measure, and the gap between the two is why this floor exists.

The ceiling is a multiple of the lowest pay rather than the average or the middle. Plato’s Laws fixed the greatest permitted holding at a small multiple of the least. His stated purpose was to keep wealth and poverty from dividing one city into two. The Mondragón cooperatives apply that method to modern wages. Anchoring to the lowest paid means the ceiling rises only when the floor rises.

The order of these rules follows a principle of justice stated by John Rawls. Inequality is justified only where it improves the position of those with the least. The floor therefore comes first, and the ceiling exists to keep the floor meaningful.

The multiple is five. That number is stricter than common practice and more permissive than Plato’s four. It reflects a judgment that this organization must hire specialized skill while remaining answerable to the public it serves.

A second limit applies at the same time. Compensation may never exceed what comparable organizations reasonably pay for comparable services under comparable circumstances. That standard comes from federal tax law governing charitable organizations. The lower of the two limits always controls.

Costs change, so the floor changes with them. The Nonprofit adjusts the floor once each fiscal year using the published figure for each employee’s locality. When no figure is published, the adjustment follows the Consumer Price Index for that area published by the Bureau of Labor Statistics. When no area index applies, the adjustment follows the federal cost-of-living adjustment for Social Security benefits.

The Nonprofit publishes the resulting figures each year rather than fixing them in these Bylaws. Published values change, and a governing document reciting them would state something false within a year. The method belongs here, and the numbers belong in the annual report.

The approval architecture in this Section assumes bodies that do not exist during Formation Governance. The Formation authority and the Founder’s temporary powers state what applies instead.

Section 3.8.2 Compensation FloorLink

No employee shall be paid less than a living wage for that employee’s primary work locality. The floor is measured on wages paid for hours worked. It is not measured on the total annual compensation used to apply the compensation ceiling. Benefits, bonuses, retirement contributions, and allowances do not count toward it.

The operative minimum is the higher of this floor and any applicable legal minimum wage. The floor for each locality is the published figure for a single adult without dependents. The applicable figure is the one most recently published during the preceding fiscal year.

If no figure is published during that fiscal year, the floor rises by the annual change in the applicable area Consumer Price Index. If no area index is published, the floor rises by the federal cost-of-living adjustment for Social Security benefits. A later published figure supersedes any interim adjustment.

Each adjustment takes effect on the first day of the next fiscal year. A new employee is paid at least the floor in effect on the start date. No employee’s pay is reduced because a published figure declines. An adjustment required by this Subsection takes effect whether or not an annual budget has been adopted.

If the Living Wage Calculator ceases publication or materially changes its method, the Board of Directors shall designate a comparable successor standard by Board Resolution. The Resolution shall record why the successor standard is comparable. This Subsection applies to employees and does not apply to bona fide volunteers. It applies to an intern only when the intern is an employee under applicable law.

Section 3.8.3 BenefitsLink

Benefits shall be offered to every employee on the same terms, without regard to position or rank. Proportionate adjustment is permitted for part-time service. The suspension, discipline, and emergency provisions of these Bylaws control where they apply.

Benefits remain subject to the reasonableness and private-benefit limits of these Bylaws and applicable law. The Compensation and Related-Party Committee retains final approval authority over benefits policies. It retains that authority over benefit terms for Directors and Corporate Officers.

Section 3.8.4 Compensation CeilingLink

No employee or compensated Director shall receive total annual compensation exceeding the lesser of two limits. The first is five times the lowest full-time-equivalent total annual compensation paid to any employee who is not an executive employee. The second is the amount reasonable for comparable services by comparable organizations under comparable circumstances.

An executive employee is a Corporate Officer or a Pillar Director who is an employee. If no employee other than an executive employee is paid, the anchor is compensation at the compensation floor. If no employee is paid at all, the comparability limit alone applies. When the individual under review is the only employee, the comparability limit alone applies.

The anchor is determined among employees in active paid status. Employees on suspension or unpaid leave are excluded while that status continues. Part-time compensation is converted to a full-time-equivalent basis as the Employment Standards provide. Contractors, volunteers, and Directors who are not employees cannot serve as the anchor.

The same method of calculating total annual compensation applies to the individual under review and to the anchor employee. Benefits that are not taxable to the recipient are excluded from both sides of that calculation. They are excluded because these Bylaws require them to be offered on the same terms to everyone.

Independent Director stipends remain subject to these limits. The body approving a stipend shall apply them. An increase in any employee’s compensation does not automatically increase another person’s compensation, and each increase requires separate approval under these compensation rules.

ReDrafting America shall provide compensation that is fair, reasonable, mission-appropriate, and sufficient to attract and retain qualified personnel. It shall do so without permitting private benefit, excessive compensation, or unjustified disparities within the organization.

Total annual compensation includes salary, bonuses, incentive payments, deferred compensation, taxable benefits, retirement contributions, and allowances. It includes every other direct or indirect economic benefit required to be considered under applicable law.

Except under the Formation authority, compensation for Directors, Corporate Officers, and other highly compensated individuals requires advance approval by the Compensation and Related-Party Committee. Before approval, the Committee shall obtain and rely upon appropriate comparability data, determine reasonableness and organizational benefit, and contemporaneously document its findings in corporate records. No individual may deliberate or vote on their own compensation, except under the Formation authority. That exception does not waive compensation limits, comparability evidence, documentation, or annual review.

Section 3.8.5 Compensation and Related-Party CommitteeLink

Independent Director stipends require approval by the disinterested Independent Review Panel under the Independent Director service and stipend rules. Independent Review Panel compensation follows the fixed fee schedule adopted under the Panel’s compensation procedures. These assignments are narrow exceptions to provisions otherwise requiring Committee approval of those payments. Neither decision requires Committee approval.

These exceptions do not transfer authority over Pillar compensation or other related-party matters. All applicable compensation limits, conflict safeguards, advance approval, comparability, documentation, annual review, and lifecycle restrictions remain in effect, except as this Subsection provides for voluntary reductions.

• (a)
  Constitution. Serving Independent Directors alone constitute the standing Compensation and Related-Party Committee under the Board committee rules and 15 Pa.C.S. § 5731. No establishing resolution is required. The Committee exists while Independent Director positions exist.
• (b)
  Compensation authority. The Committee gives final approval to compensation, benefits, and other economic terms for Directors, Corporate Officers, and other highly compensated individuals. It also approves salary ranges, benefits policies, and compensation exceptions involving insiders. Related-party transactions, contracts, grants, and arrangements requiring disinterested approval remain within its final authority.
• (c)
  Employee salaries. The President may approve ordinary employee salaries and raises based on department-head recommendations, within Committee-approved ranges and the Board-approved personnel budget. Decisions involving the President’s own financial interests or another insider require Committee approval. The Treasurer verifies authorization and available funding before processing payroll. The Board of Directors cannot use budget approval to override independent compensation decisions.
• (d)
  Compensation cap. An increase in employee compensation or in the lowest employee compensation does not automatically increase any Director’s or Corporate Officer’s compensation. Each increase requires separate Committee approval supported by comparability data and compliance with all compensation limits.
• (e)
  Quorum and voting. Quorum is a majority of eligible serving Independent Directors, never fewer than two. Approval requires at least two affirmative votes. Ordinary Quorum requirements for the Board of Directors do not apply. Members with actual, disclosed conflicts specific to the matter must recuse and are excluded. After only one Independent Director remains, matters requiring two await a second eligible Independent Director. The Independent Review Panel may advise, and decides only under the inability-to-act rule.
• (f)
  Standards. Compensation requires advance approval, prior comparability data, contemporaneous documentation, and annual review. President compensation also requires an independent third-party compensation consultant’s written opinion. Related-party matters require reasonable investigation and consideration of available comparable terms. A documented finding must establish that the arrangement is fair, reasonable, and in the Nonprofit’s best interests.
• (g)
  Records. The Committee shall deliver each determination in writing to the Secretary for corporate records and presentation at the next Regular Board Meeting. Minutes shall record the determination, participating members, recusals and reasons, comparability evidence, and vote. Management shall document employee compensation approvals under the financial and records policies.
• (h)
  Board oversight. The Board of Directors cannot increase or otherwise revise an approved Committee compensation decision or transaction. A majority of Voting Directors may require reconsideration, stating reasons without directing or implying an outcome. The Committee’s reconsidered decision is final. Its authority comes from these Bylaws and can be changed or revoked only by bylaw amendment.
• (i)
  Inability to act. If conflicts prevent the Committee from meeting its participation requirements, the disinterested Independent Review Panel may decide the matter under its compensation and related-party authority. Its own participation requirements and all applicable substantive safeguards remain controlling.

Vacancies, absence, or failure to obtain approval alone do not transfer decision authority. In those circumstances, the Independent Review Panel may advise, but approval must await the authorized decision-makers and required participation. The Board of Directors shall recruit or restore eligible Directors as necessary. Interested votes and advisory opinions cannot replace required votes or Quorum.

• (j)
  Transition. Committee authority begins with the first Independent Director’s appointment. Independent Director recruitment is optional before Pillar Governance and mandatory upon reaching it. The approved formation compensation exception applies only during Formation Governance.

After formation, Pillar compensation requires Committee approval through at least two eligible Independent Directors, except under the expressly authorized Independent Review Panel conflict fallback. Before the first Independent Director is appointed, related-party matters require an otherwise authorized Board of Directors with seven Disinterested Directors and all applicable safeguards. Otherwise, they must wait. Once Committee authority begins, advisory review cannot replace its decisions; only the authorized conflict fallback permits an Independent Review Panel decision.

• (k)
  Lifecycle restrictions. During Minimum Governance, no discretionary increase in compensation may be approved. Existing approved compensation continues. The same restriction applies during Legacy Governance while fewer than three qualified, onboarded positions are occupied. A mandatory adjustment required by these Bylaws, a voluntary reduction, and restoration after a reversed measure are not discretionary increases. Ordinary compensation approval requirements continue.

Voluntary reduction. A person may reduce or waive their own compensation at any time by written notice. No approval is required, and the lifecycle restrictions do not prevent it.

Section 3.8.6 Director CompensationLink

Directors may receive reasonable compensation for actual services under the applicable approval rules, consistent with the Nonprofit’s Charitable Purposes, Pennsylvania law, and Internal Revenue Code § 501(c)(3) requirements. Pillar Directors provide strategic leadership and professional expertise. They ordinarily volunteer during formation and other Board-designated periods, transitioning to paid executive roles as resources permit. Independent Director stipends follow separate rules.

Compensation may be authorized for services including, but not limited to:

• (a)
  Executive leadership and organizational strategy
• (b)
  Continuity planning and organizational succession management
• (c)
  Corporate recordkeeping, governance documentation, and institutional records management
• (d)
  Financial management, accounting, and stewardship of organizational resources
• (e)
  Legal counsel and regulatory compliance
• (f)
  Public communications, civic engagement, and community relations
• (g)
  Curriculum development, research, and educational programming
• (h)
  Fundraising, donor development, and sustainability planning
• (i)
  Ethics oversight, accountability review, and institutional integrity
• (j)
  Digital architecture and technology leadership
• (k)
  Operational management and organizational efficiency
• (l)
  Other professional or specialized services reasonably necessary to advance the charitable mission of the Nonprofit, as determined by the Board of Directors

Holding multiple Director positions during formation does not itself justify additional pay. Compensation depends on actual duties and the reasonable value of services.

Compensation must be fair, reasonable, consistent with market standards, and supported by comparability data obtained before approval.

Compensation shall be reviewed at least annually and documented contemporaneously in corporate records, including evidence considered, reasons, and the approving vote. Disclosure shall comply with law, governmental filings, and financial reporting policies. President compensation also requires a written opinion from an independent third-party compensation consultant retained for that purpose. During Formation Governance that opinion is not required. The approving person shall instead obtain and record comparability data sufficient to satisfy the applicable federal safe harbor.

A Director is not disinterested in another Director’s compensation or benefits when the following condition applies. That other Director has approved, or is reasonably expected to approve, the first Director’s compensation or economic benefits. This reciprocal-approval exclusion applies across fiscal years and separate actions, consistent with Treas. Reg. § 53.4958-6(c)(1)(iii).

No Director may discuss, deliberate, recommend, or vote on their own compensation or financial interests. The exceptions are compensation the Founder approves under the Formation authority and a voluntary reduction or waiver under the Committee provisions of this Section.

Section 3.8.7 Compensation ReportingLink

The Director of Operations and Efficiency shall prepare an annual summary of compensation practices and compliance with this Section. The summary shall be a component of the Annual Governance Report. It shall state the floor applied in each locality, the source relied upon, and its publication date.

The summary shall also state the ratio between the highest and lowest total annual compensation. Compliance with these compensation rules shall be reviewed annually. The Annual Public Financial Report shall reference this summary rather than restate it. Published information shall withhold protected information under the standard these Bylaws establish.

Section 3.8.8 Expense ReimbursementLink

Directors may be reimbursed for reasonable, necessary, and properly documented expenses incurred while conducting authorized business on behalf of the Nonprofit. Reimbursement follows Board-approved financial policies.

Reimbursement of reasonable business expenses shall not constitute compensation. The Board of Directors shall adopt financial policies governing documentation, approval, reimbursement, internal controls, and periodic audit procedures. Their purpose is to ensure that organizational funds are used solely for authorized Charitable Purposes and in accordance with applicable law.

Section 3.9 Pillar ReassignmentLink

A Pillar Director may move to another Pillar without resigning from the Board of Directors, undergoing a new election, or restarting the term. Ordinary reassignment requires a written request for a vacant seat and Board approval. The Founder moves by notice, carrying the Founding Director designation. Additional disclosure is required when the Member created the destination vacancy.

Directors must satisfy the destination Pillar’s qualifications. Every reassignment shall be recorded, and the vacated seat filled under ordinary vacancy procedures. Separate procedures govern ordinary Director reassignments and Founder relocations.

Section 3.9.1 Director ReassignmentsLink

• (a)
  General rule. Pillar Directors may relocate only under these reassignment procedures or the separate Founder procedures. Relocation requires the Director’s written request and continues the existing term without resignation, election, or reappointment. No involuntary change to a Pillar or corresponding Corporate Officer office may be imposed through reassignment. Involuntary changes to office, function, or authority must follow the removal and disciplinary procedures.
• (b)
  Request and approval. The Director shall submit a written request to the President and Secretary identifying a vacant destination and explaining the reasons. A majority of Voting Directors may approve upon finding the Director qualified for the destination and the move in the Nonprofit’s best interests. Approval is discretionary. Denial is not discipline, makes no finding, and does not affect the Director’s existing standing.

Board approval effects the relocation.

• (c)
  Effective date. Relocation takes effect upon Board approval, unless the applicable resolution specifies a later date. The Director then leaves the former position and assumes the destination’s rights, responsibilities, and vote. The destination must be vacant at request and approval and remain vacant until the move takes effect. Otherwise, approval lapses; a new request, approval, and any required appointment are necessary.
• (d)
  Resulting vacancy. The former position becomes vacant and shall be filled under ordinary vacancy procedures.
• (e)
  Records. The Secretary shall record each relocation’s nature and effective date in the Nonprofit’s records.

Section 3.9.2 Founder ReassignmentsLink

• (a)
  Founder relocation. By written notice at the next Board meeting, the Founder may transfer the Founding Director designation to another vacant Pillar position. Its protections and duties transfer with it. No Board approval is required. The move takes effect when that meeting ends, unless the notice specifies a later date. The destination must be vacant when notice is given; notice cannot reserve a future vacancy.
• (b)
  Recent Member removal. If the Member’s removal of a Director created the destination vacancy within the preceding ninety days, the notice must identify that Director. It must also identify the removal instrument’s date. It must also explain the relocation. Removal reasons already stated in the removal instrument need not be repeated. The Secretary shall include the full notice in the meeting minutes and preserve it in corporate records. This disclosure creates no approval requirement or discretion and does not delay or condition the move.
• (c)
  Vacancy and records. The former Pillar position becomes vacant and shall be filled under ordinary vacancy procedures. The Secretary shall record the relocation’s nature and effective date.

Section 3.10 Director ResignationLink

A Director may resign by written notice, effective upon receipt unless the notice provides otherwise. The Secretary acknowledges receipt; acceptance is unnecessary. Authenticity is presumed when notice arrives through a verified channel and checked if disputed. The Founder resigns by this same process and becomes Founder Emeritus.

Every fixed term carries a Director-signed advance resignation held by the Secretary. It takes effect at the term’s stated expiration date and time, and a timely completed renewal begins the succeeding term at that same moment. The nonexpiring Founding Director term carries no advance resignation.

Section 3.10.1 Resignation NoticeLink

A Director may resign at any time by delivering recorded notice to the President and Secretary.

Notice may be a signed paper record, authenticated electronic document, or verifiable electronic communication identifying the resigning Director.

A Director should ordinarily submit a signed resignation with a notarial acknowledgment verifying the Director’s identity and signature. Notarization is the preferred method of authentication.

If notarization is unavailable, the Secretary shall promptly confirm the resignation directly with the Director through previously established contact information. The Secretary shall preserve the confirmation in the corporate records. Authentication procedures shall not delay or invalidate an otherwise legally effective resignation.

Section 3.10.2 Resignation DateLink

An unconditional resignation takes effect upon receipt unless it specifies a later date or triggering event. A resignation expressly conditioned on Board acceptance shall be accepted or rejected under applicable law.

Every fixed term requires a personally signed and delivered advance term-expiration resignation. For initial appointments, the Secretary shall hold the complete acceptance-and-resignation package in escrow and release neither component unless both are present. Acceptance takes effect first, establishing Director status and fiduciary duties. The separately signed resignation immediately follows as the Director’s personal delivery, without interruption. Voting, Quorum participation, and governing authority require confirmation of the completed sequence, subject to onboarding requirements.

Renewal must be approved prospectively while the Director remains in office. Renewal is a new appointment for the succeeding term, and the Director shall personally sign and deliver that term’s complete acceptance-and-resignation package before the current term expires.

Each advance resignation shall:

• (a)
  Identify the Director position and covered term.
• (b)
  State the exact expiration date, time, and governing time zone as its effective date and time.
• (c)
  State that Board acceptance and further Board action are unnecessary.
• (d)
  Take effect at that stated date and time.

A resignation effective at a later time specified in the notice is authorized by 15 Pa.C.S. § 5724(b). A timely completed renewal begins the succeeding term at its stated commencement, when the expiring term ends, and service continues without interruption. A new acceptance and advance resignation are required for every succeeding fixed term. The seat ends by resignation, not by a vacancy caused solely by term expiration.

Section 3.10.3 Acknowledgment and RecordLink

The Secretary shall promptly acknowledge receipt of each resignation, preserve the authentic record, and document any covered term, triggering event, and effective date and time. Acknowledgment is not acceptance. Failure to acknowledge or preserve the record does not delay or invalidate an authentic resignation.

Before effectiveness, attempted withdrawal, revocation, or replacement is governed by Pennsylvania law. The Secretary shall preserve each record. A change requires supporting written advice from qualified Pennsylvania nonprofit counsel and a conforming written Board record before the Secretary may recognize it.

After a resignation takes effect, withdrawal cannot restore the former Director to office. Returning requires a new lawful appointment, election, or exercise of the personal Founder-return right.

Section 3.10.4 Resignation AuthenticationLink

Notarization is the preferred authentication method. If unavailable, the Secretary shall promptly confirm the resignation directly with the Director through previously established contact information and preserve the confirmation.

A resignation is presumed authentic when:

• (a)
  It is notarized.
• (b)
  It is signed through a secure electronic-signature platform using identity verification and multifactor authentication.
• (c)
  It is sent through a registered organizational account and confirmed through a second registered method.
• (d)
  It is personally delivered before an authorized witness.
• (e)
  It is confirmed during a recorded Board meeting.

If authenticity is reasonably disputed, the Secretary shall promptly verify the notice through a previously registered independent communication channel. The Secretary shall preserve transmission and verification records and mark the matter “authentication pending.” Forged or unauthorized notices have no effect. A disputed notice cannot support seating a successor until authenticity is established or a competent court determines the matter.

Authentication establishes whether the Director genuinely issued the notice. It does not change an authentic resignation’s statutory effective time.

Section 3.11 Director VacanciesLink

• (a)
  Causes. A Pillar seat becomes vacant upon death, resignation, Permanent Incapacity, removal, disqualification, or any other event ending service in that seat. This includes an advance term-expiration resignation taking effect at term expiration without a timely completed renewal. The former seat is not reserved. Founder return and catastrophic-loss recall remain subject to their applicable requirements, including retirement limits and disqualification following removal for Just Cause.
• (b)
  Independent Directors. Independent Director vacancies follow their separate appointment procedures.
• (c)
  Formation. During Formation Governance, the Founder fills vacancies under the formation appointment rules.
• (d)
  Pillar appointments after formation. The Board of Directors elects under the Board Nomination and Election rules. If the Board of Directors fills no vacancy within ninety days, the Member may designate a candidate directly, subject to onboarding and nomination-and-election requirements; this backstop does not apply while the Member’s appointment powers are suspended. The applicable Quorum is required.
• (e)
  Recruitment and authority. The Board of Directors shall reasonably pursue prompt appointments. Vacancies do not impair remaining Directors’ authority while applicable Quorum and governance requirements are satisfied.
• (f)
  Qualifications. Appointees must meet Director qualifications and complete required onboarding, subject to the limited returning-Director examination exemption. Previously qualified, fully onboarded alternates may be appointed promptly as Acting Directors under the continuity procedures.
• (g)
  Interim duties. A vacancy does not eliminate or diminish the position’s responsibilities. Temporary duty assignments alone do not appoint a Director to the vacant seat. Following a resignation, the Board of Directors may appoint a serving Pillar Director as Acting Director for the vacant Pillar under the Acting Director rules.
• (h)
  Terms. A replacement appointed before the predecessor’s fixed term ends serves its remainder. A vacancy caused by an advance resignation at term expiration begins a new full term when filled. Subsequent renewal follows the applicable rules.
• (i)
  Records. The Secretary shall record vacancies and appointments, update the Director roster, and preserve supporting resolutions and documents in permanent corporate records.

Section 3.12 Continuity and SuccessionLink

Temporary executive authority follows the established Executive Continuity and Order of Succession rules. Acting Directors may fill seats for defined periods with full Director duties and authority. Only one person may exercise a seat’s vote at a time.

Continuity procedures address vacancies, incapacity, and unavailability while maintaining governance and executive leadership. Member succession designations are maintained by the Independent Review Panel and do not create a competing executive order. Founder succession and Catastrophic Board Loss follow their separate applicable procedures.

Section 3.12.1 Executive ContinuityLink

Whenever the President cannot serve or the presidency is vacant, Acting President authority passes under the Order of Succession established in the Emergency Pillar Succession provisions. It passes to the first available, qualified, Disinterested Director in that ranked sequence. The same order applies in ordinary circumstances and emergencies without a separate Board designation.

An Acting President exercises ordinary presidential authority, gains no additional Board vote, and acquires no Founder-specific rights. Acting service ends when the President resumes service or a permanent successor lawfully assumes office. The end of an emergency alone does not end acting service while the presidency remains vacant or the President remains unavailable.

Section 3.12.2 Acting DirectorsLink

• (a)
  Appointment. The Board of Directors may appoint an Acting Director to a vacant or temporarily unavailable Pillar position for no more than one year. Following a resignation, the Board of Directors may appoint a serving Pillar Director to the vacant Pillar while that Director retains other authorized Pillar positions. Each acting appointment requires Board approval. The appointee assumes the position’s duties, qualifications, confidentiality, and conflict requirements. The one-year limit runs from the acting appointment’s effective date and cannot be extended.
• (b)
  Position-based authority. Only one person may exercise a position’s authority at a time. Each occupied Pillar carries one vote and counts once for Quorum and governance thresholds, including when one Director holds multiple Pillars. During substitution, the incumbent retains the underlying office but cannot vote, count toward Quorum, exercise its authority, or collect an extra salary. The Acting Director exercises that position’s authority. Eligibility and recusal requirements apply to every position held by the affected Director.
• (c)
  Onboarding. Applicable onboarding requirements must be completed before voting or governing, subject to the emergency onboarding rules. The Board of Directors may maintain a roster of qualified, fully onboarded alternates.
• (d)
  Appointment documents. The appointment resolution shall state its effective date and time and exact terminating events. Qualified Pennsylvania nonprofit counsel shall approve the sequential acceptance-and-resignation form in advance. The Secretary shall hold the complete signed package in escrow. An incomplete or declined package has no effect and leaves the incumbent’s office unaffected.
• (e)
  Ordered release. The Secretary shall first activate acceptance, establishing Director status and fiduciary duties. Immediately afterward, without interruption, the Secretary shall release the separately signed resignation as the Director’s personal act and delivery, requiring no Board acceptance. Voting, Quorum status, and governing authority begin only after the Secretary confirms the complete ordered release. The Resignation rules govern authentication, acknowledgment, preservation, and effect of the notice.
• (f)
  Termination. The resignation takes effect at the earliest qualifying event. Qualifying events are the incumbent’s lawful return, a permanent successor taking office, expiration of the acting term, or lawful Board termination. The resignation ends only that acting appointment, not another Pillar position lawfully held by the Director.

Section 3.12.3 Founder and Complete-Board SuccessionLink

Member succession designations are maintained by the Independent Review Panel under the Member succession provisions. They do not replace the Order of Succession for temporary executive authority or the ordinary procedures for filling Director vacancies.

If all Director positions become vacant, the Catastrophic Board Loss procedures govern restoration. Before Mission Fulfillment Conversion, they return the organization to Formation Governance through Founder recall and then restoration directed by the Member, as the Catastrophic Board Loss procedures provide.

Section 3.13 Employment StandardsLink

The Nonprofit shall treat the people it employs consistently with the standards it asks the nation to adopt. Compensation, benefits, and their limits are governed by the compensation provisions of this Article. This Section governs the remaining terms of employment.

The Nonprofit adopts as its own the principle that employees may organize, bargain collectively, and act together concerning their employment. That principle is drawn from the Universal Declaration of Human Rights and applies as adopted here. No person may retaliate against an employee for the lawful exercise of that freedom. Prohibited retaliation, reporting routes, investigation, and consequences follow the Whistleblower Policy.

Employees may raise matters affecting their employment through Human Resources, administered under the Director of Operations and Efficiency. The Code of Ethics reporting, bypass, and Chain of Authority rules apply to those matters.

The Board of Directors shall adopt and maintain Employment Standards by Board Resolution, which the Director of Operations and Efficiency shall administer. They shall govern hiring, leave, workplace conduct, grievance handling, internships, and personnel recordkeeping. Grievance handling shall follow the Human Resources administration rules in the Code of Ethics. No Standard may weaken this Section or conflict with these Bylaws or applicable law.

End of Article III. Return to the TOC