Article VI is about how decisions actually get made and it holds to an old democratic conviction: What is done in the open can be trusted and what is done quietly cannot. Votes are cast on camera, with Voting Cards raised, every choice visible to anyone who cares to watch. If the camera stops, the meeting stops. Meetings are recorded for public viewing, and honest dissent is protected outright. Deciding things quietly between meetings by email, text, or private agreement is flatly prohibited. A decision nobody watched being made is not really a decision.
Section 6.1 Meeting Purpose and Conduct
Board meetings are the forum for collective governance, combining Pillar Directors’ departmental expertise with Independent Directors’ oversight. The Board of Directors shall conduct the Nonprofit’s business lawfully and transparently, protect its charitable mission, and fulfill its fiduciary responsibilities.
Board meetings shall be conducted in a manner that promotes:
- (a)Professionalism
- (b)Civility
- (c)Informed deliberation
- (d)Transparency
- (e)Accountability
- (f)Respectful disagreement
- (g)Evidence-based decision-making
- (h)Faithful adherence to these Bylaws, the Articles of Incorporation, applicable law, and the Foundational Principles of ReDrafting America
Every Director has the right and responsibility to participate, subject to applicable eligibility and recusal requirements. Directors may ask questions, request information reasonably necessary for informed decisions, and offer differing views. Each shall exercise independent judgment and vote in the Nonprofit’s best interests, free from personal, constituency, or external influence.
No Director or group may evade governance procedures, fiduciary duties, or transparency requirements. Except as expressly authorized by these Bylaws, official Board action shall occur only at duly convened meetings.
Section 6.2 Meeting Categories
The Board of Directors holds Regular, Special, and Emergency Meetings, each subject to its applicable calling authority, notice, and business limits. Regular Meetings are the ordinary forum. Special Meetings address time-sensitive matters that cannot await a Regular Meeting. Emergency Meetings address harm that cannot await Special Meeting notice.
Any category may include an Executive Session under the confidentiality rules. Meetings may be in person, through secure electronic means, or hybrid. Every participating Director must be able to hear and communicate with the others simultaneously, participate fully, and vote when eligible. Directors participating through approved electronic means count as present for Quorum and voting.
Failure to hold a meeting at its expected time does not invalidate otherwise lawful Board action.
Section 6.2.1 Regular Meetings
Regular Meetings are the ordinary forum for business of the Board of Directors and shall occur at least monthly unless law requires otherwise. The Board of Directors shall set meeting dates, times, and locations by resolution. Any matter within the authority of the Board of Directors may be considered, subject to applicable notice and agenda requirements.
Except under the Formation authority, only Regular Meetings may grant any required Board approval for:
- (a)adoption, amendment, or repeal of these Bylaws or the Articles of Incorporation
- (b)adoption or amendment of Constitution v2.0 content
- (c)dissolution, merger, consolidation, or disposition of all or substantially all assets
- (d)changes to Board composition, the Eleven Pillars of Leadership, or Independent Director positions
- (e)removal of any Director
- (f)adoption or material amendment of the annual budget
A Regular Meeting shall not be canceled, indefinitely postponed, or combined with another Regular Meeting to avoid scheduled Board oversight.
Section 6.2.2 Special Meetings
Special Meetings address a specific matter requiring Board action before the next Regular Meeting, without the urgency of an Emergency Meeting.
A Special Meeting may be called by:
- (a)the President
- (b)the Vice President during the President’s absence or incapacity
- (c)any five Directors acting jointly, or a majority of serving Directors when fewer than seven serve
- (d)the Founder during Formation Governance
The notice shall identify the matter requiring action, and business is limited to the scope stated in that notice. Special Meetings shall not replace Regular Meetings or avoid meaningful participation by the Board of Directors. They shall not seek an outcome believed unavailable at a fully attended, fully noticed Regular Meeting.
Section 6.2.3 Emergency Meetings
Emergency Meetings convene the Board of Directors on shortened notice when waiting through Special Meeting notice would cause material harm. They are preferred whenever the Board of Directors can meet and are distinct from officers’ interim emergency authority.
Anyone authorized to call a Special Meeting may call an Emergency Meeting upon a good-faith determination that immediate Board action is necessary. A Special Meeting must be insufficient to prevent or mitigate the harm. Applicable emergency notice and ordinary Quorum requirements remain in effect.
Emergency Meetings remain subject to the matters reserved for Regular Meetings. Action is limited to protective or stabilizing measures reasonably necessary to address the emergency. The Board of Directors shall review each action at its next Regular Meeting and may ratify, modify, or unwind it.
The emergency procedures govern the types and handling of emergencies; these rules govern how the Board of Directors meets during them. For every emergency type, an officer who declared the emergency or exercised interim authority shall not conduct or direct its investigation. This prohibition also covers investigation of that authority’s exercise. The investigation follows the procedures applicable when the Director of Ethics and Oversight is recused.
Section 6.3 Notice to Directors
Every serving Director shall receive notice of each Board meeting, Executive Session, and committee meeting exercising delegated Board authority. Delivery shall use reliable means reasonably calculated to reach each Director, including email, secure electronic communication, personal delivery, telephone, or another Board-approved method.
Unless an emergency reasonably requires shorter notice, provide:
Meeting Type | Notice Required |
|---|---|
Regular Meetings | At least fourteen calendar days |
Special Meetings | At least forty-eight hours |
Emergency Meetings | As much advance notice as reasonably practicable, using the most immediate available means |
Executive Sessions within duly noticed meetings | As much advance notice as reasonably practicable |
Stricter Independent Director notice requirements remain controlling and are not shortened or waived by these general rules.
Whenever reasonably practicable, notice shall include:
- (a)date and time
- (b)location or electronic access details
- (c)meeting category and any Executive Session
- (d)proposed agenda
- (e)reasonably available materials needed for informed deliberation
Later materials shall be supplied promptly. Late supplemental materials do not invalidate proceedings if the Board of Directors has a reasonable opportunity to review them before acting.
A Director may waive notice in writing before or after the meeting, or by participating voluntarily without timely objection to inadequate notice. No Director entitled to notice may be intentionally excluded. The Board of Directors or a competent court may invalidate action taken in material violation of notice requirements. This does not apply if every affected Director validly waived notice or no Director’s rights were materially prejudiced. These exceptions do not cure a violation expressly made void by the Independent Director notice rules.
The Secretary shall preserve a permanent record of notice compliance.
Section 6.4 Walking Quorums
Except under the Formation authority and for the Founder’s acceptance resolution after Catastrophic Board Loss, Board deliberations and official action shall occur only at duly convened meetings, unless Pennsylvania law expressly requires otherwise. Directors shall not evade notice, Quorum, transparency, recording, or minutes requirements through private gatherings, serial communications, electronic messages, or other coordinated activity.
A group constituting a Quorum or reasonably expected to influence a pending Board decision is subject to this restriction. It shall not deliberate, negotiate, build consensus, or reach agreement outside a duly noticed meeting. Exceptions require express authorization in these Bylaws or a legal requirement.
Except under the Formation authority and for the Founder’s acceptance resolution after Catastrophic Board Loss, official Board action shall not occur through:
- (a)unanimous written consent
- (b)proxy voting
- (c)serial communications
- (d)electronic polling
- (e)email or text messages
- (f)any method bypassing required meeting safeguards
Except for an action under the Formation authority or the Founder’s acceptance resolution after Catastrophic Board Loss, no Director may claim that Board action occurred without approval at a duly convened meeting.
Social interaction, educational discussions, public events, conferences, and informal conversations remain permitted. Directors may exchange factual information and communicate individually for preparation, education, scheduling, or administration. These activities shall not conduct, coordinate, predetermine, or substantially influence Board action, obtain commitments, secure votes, or substitute for deliberation. Official debate, consensus-building, and decisions belong in duly convened meetings, with equal participation opportunities for eligible Directors.
The Board of Directors or a competent court may invalidate action taken or purportedly taken in material violation of these rules. Intentional violations may constitute a breach of fiduciary duty or Just Cause for discipline.
Section 6.5 Executive Sessions
Executive Sessions require confidentiality reasonably necessary to protect legitimate organizational or individual interests. Public discussion must also risk legal prejudice, invasion of privacy, or other substantial harm. They shall be used sparingly, never as the ordinary method of Board business.
Permitted subjects include:
- (a)personnel matters
- (b)disciplinary proceedings
- (c)privileged legal advice
- (d)pending or threatened litigation
- (e)cybersecurity, physical security, or protection of information systems, digital infrastructure, and critical assets
- (f)confidential contract negotiations
- (g)information legally protected from public disclosure
- (h)other exceptional circumstances the Board of Directors determines require confidentiality
Entry requires a majority vote outside Executive Session. The motion shall state the general reason without revealing confidential information. Attendance is limited to people reasonably necessary for the matter. Final Board action and official votes shall occur outside Executive Session afterward, except where Pennsylvania law expressly authorizes otherwise.
Executive Sessions within Regular and Special Meetings shall be audio-visually recorded. Recording is preferred within Emergency Meetings and shall occur whenever possible without endangering lives. Safety takes priority over recording. Confidentiality does not excuse recording when the meeting category requires it.
Executive Session recordings shall be stored securely as confidential corporate records, with access limited to authorized persons who need access for their duties. Access and disclosure shall be logged. Recordings may be released only as required by law or by Board Resolution after confidentiality is no longer necessary.
Public minutes shall record the session’s general subject, start and end times, and subsequent actions outside Executive Session without revealing confidential discussions. The Secretary shall report the preceding fiscal year’s number of Executive Sessions and general subjects in the Annual Governance Report, without disclosing protected information.
Section 6.6 Meeting Recordings
Regular and Special Meetings governed by Board procedures shall be audio-visually recorded in full. Recording is preferred for Emergency Meetings and shall occur whenever possible without endangering lives. Safety takes priority over recording. An unrecorded Regular or Special Meeting is invalid, and its actions have no effect.
Before each Regular or Special Meeting, the Secretary or designated recording operator shall test audio, video, storage capacity, and recording access. The operator shall save and play back a test recording to confirm intelligible audio and usable video. The presiding officer shall confirm that recording is active before calling the meeting to order.
The designated operator shall monitor recording throughout the meeting. If recording fails during a Regular or Special Meeting, substantive proceedings shall stop until recording resumes. Actions taken during an unrecorded interval have no effect and must be reconsidered and voted upon while recording is active.
Recordings become official corporate records. Approved minutes remain the official legal record of Board actions, but minutes do not cure failure to satisfy mandatory recording requirements.
The Secretary shall preserve recordings under the Technology and Records Standards. Public recordings shall be published within a reasonable time after approval of the meeting minutes. Publication shall occur on the Official Website and at least one official public video platform designated by the Board of Directors.
Executive Session recordings shall remain private and confidential under the Executive Session safeguards. Public copies may omit protected sessions or redact privileged communications, confidential personal information, cybersecurity information, and other information protected by law.
Redactions shall be narrowly tailored, documented, and accompanied by a written explanation of their legal or bylaw authority. Preserve the complete original securely with restricted access. No alteration may materially misrepresent the proceedings.
The Secretary shall periodically verify recordings’ integrity, accessibility to authorized persons, and long-term preservation. Archival copies shall be maintained under the disaster recovery policies and Technology and Records Standards.
Section 6.7 Quorum and Voting
Each eligible occupied Director position carries one vote, including authorized acting appointments. Count positions for Quorum and governance thresholds, even when one Director holds multiple Pillars. Recalculate eligibility and Quorum for each matter as participation changes. The Governance Lifecycle and special voting requirements control.
Approval ordinarily requires a majority; the voting table identifies exceptions. Required Matters follow the Independent Director escalation and Recorded Deadlock procedures, including the Independent Review Panel’s assessment. Voting Cards show each response; minutes must distinguish votes, recusals, and abstentions.
Section 6.7.1 Eligible Seats
For each matter, the Eligible Seats consists of occupied Director positions whose holders may lawfully deliberate and vote. Include authorized acting appointments. Count each eligible position separately, including multiple Pillars held by one Director.
Exclude vacant positions and Qualifying Directors. Also exclude positions held by anyone suspended, temporarily incapacitated, disqualified, required to recuse, or subject to removal, suspension, compensation, disciplinary, or similar proceedings. A position an Acting Director holds is not excluded because its incumbent is temporarily incapacitated. Apply matter-specific exclusions to the matter concerned. A recused Director shall not participate through any position for that matter. An absent but otherwise eligible Director’s positions remain in the Eligible Seats but do not count as present.
Every eligible and available Director is expected to vote Yes or No. Abstention requires a recorded, good-faith fiduciary reason. An abstaining Director remains in the Eligible Seats and, when present, counts toward Quorum, but is excluded from Voting Directors and the vote result.
Record every status other than Yes or No, including absence, unavailability, abstention, recusal, suspension, disqualification, and vacancy. Apply each status under the applicable voting rules. Never presume a vote from a missing response.
Section 6.7.2 Quorum Requirements
Before Mission Fulfillment Conversion, Quorum requires at least seven eligible occupied Director positions represented by Directors present for the matter unless these Bylaws provide otherwise. Count each position separately, including an authorized acting appointment held by a Director occupying another Pillar. During formation and while fewer than seven positions are occupied, apply the Governance Lifecycle rules. After conversion, Quorum requires three eligible occupied Mission Fulfillment Board positions represented by Directors present. Separate minimum-voter and approval requirements remain controlling.
Determine Quorum for each matter and recalculate whenever eligibility, attendance, suspension, recusal, or availability changes. Apply each change to every position held by the affected Director. No vote may proceed without the applicable Quorum.
The Board of Directors or a competent court may invalidate action taken without required Quorum, in an impermissible meeting category, or during an unauthorized Executive Session. Apply the remedies and limitations governing notice defects.
Section 6.7.3 Voting Thresholds
Unless another threshold or denominator applies, approval requires affirmative votes from more than half of Voting Directors. Count each position separately, including authorized acting appointments. Unless another denominator applies, two-thirds and three-fourths require at least the stated fraction of Voting Directors. Round fractional requirements upward to the next whole position.
The Voting Requirements Table summarizes specific requirements; the governing provisions control. Apply any expressly required voting denominator, supermajority, unanimity, separate Member consent, or other approval requirement cumulatively. Requirements imposed by the Articles of Incorporation and nonwaivable law also apply. Recusal does not reduce the applicable Quorum requirement. Governance Lifecycle and other express Quorum exceptions remain controlling.
An evenly divided vote does not meet a majority threshold, and the matter is not approved. The Secretary shall record the division. No further action is required unless the Required Matters and Deadlock procedures apply.
Section 6.7.4 Required Matters and Deadlock
A Required Matter is one these Bylaws require the Board of Directors to decide, adopt, approve, appoint, or accept by majority vote. Matters requiring more than a majority are excluded; an evenly divided vote on those matters is final.
Stage | Core Action |
|---|---|
First escalation | Independent Directors give a written, nonbinding recommendation within thirty days; the Board votes again at its next Regular Meeting |
Second escalation | Independent Directors may decide the matter as a special Board committee (majority of eligible Independent Directors, never fewer than two) |
Recorded Deadlock | The Secretary records the deadlock in official corporate records and discloses it in annual public reporting |
- 1.First escalation. After a tied vote on a Required Matter, the Secretary shall refer it in writing to the serving Independent Directors within seven days. Include the vote record and materials considered by the Board of Directors. Within thirty days after referral, the Independent Directors shall provide every Director a written, nonbinding recommendation. The Board of Directors shall place the matter on its next Regular Meeting agenda and vote again.
- 2.Second escalation. After a second tied vote, serving Independent Directors may decide the referred matter as a special Board committee under 15 Pa.C.S. § 5731. Approval requires affirmative votes from a majority of eligible Independent Directors, never fewer than two. The determination is final corporate action. This authority applies only to the referred matter after the second tie and expires upon determination. It creates no standing authority and does not modify the Board Committees rules.
The committee shall not act with fewer than two eligible Independent Directors or on matters reserved to the Board of Directors by Pennsylvania law or these Bylaws. Either condition sends the matter directly to Recorded Deadlock. An Independent Director with an actual, disclosed conflict specific to the matter shall recuse and be excluded. Remaining Independent Directors may act only if at least two remain eligible.
- 3.Recorded Deadlock. If the Required Matter remains undetermined after the second escalation, the Secretary shall enter a Recorded Deadlock in the official corporate records. Record the matter, each vote’s date and division, and why the committee did not decide it. Include the matter on every subsequent Regular Meeting agenda until decided or withdrawn, and disclose the deadlock in annual public reporting.
Within ninety days after entry, the Independent Review Panel, or Independent Counsel when the Panel cannot act, shall provide the Board a written assessment. It shall address lawful alternatives, approaching legal deadlines, and available court remedies, using qualified legal counsel for legal advice. The Board of Directors shall consider it at its next Regular Meeting, or sooner if a legal deadline requires.
Escalation neither changes required votes or Member consent nor constitutes approval or guarantees resolution or judicial relief. No Official Representative may treat a Recorded Deadlock as a decision. After twelve months of deadlock, the Board of Directors shall adopt and publish a statement identifying the matter, why it remains unresolved, and its practical organizational consequences.
Required written Member consent is separate from and additional to the Board vote and shall be recorded through the authenticated copy that the Independent Review Panel delivers. The Member has no Board vote in that capacity. A Member serving as a Director votes only in the Director capacity.
For matters involving the Member’s personal interest, the Member shall neither exercise a discretionary vote nor give discretionary consent. Legally permissible mandatory ministerial execution is governed exclusively by the Member conflict procedure. The Independent Review Panel determines Member conflicts and certifies any required recusal. Acting service does not remove certified restrictions on the incumbent’s powers.
Section 6.7.5 Voting Requirements Table
The Voting Requirements Table summarizes voting thresholds, voting bodies, participation requirements, and additional approvals. In the authorized bylaws, the detailed provisions governing each matter control if this table conflicts with them.
Every amendment changing a voting requirement shall update the affected provisions and this table together. Identified discrepancies shall be corrected to keep both synchronized.
Category | Voting Threshold |
|---|---|
Ordinary Board Business — Any matter not otherwise specified | Majority |
Ordinary Board Business — Emergency Action Order review | Board of Directors: applicable majority. Express Independent Review Panel conflict fallback: at least four eligible participants and three affirmative votes. Protected-review orders follow their separate unanimity rule. |
Meeting Procedures — Entering Executive Session | Majority |
Meeting Procedures — Electing a temporary Chair | Majority |
Meeting Procedures — Overturning a Chair’s procedural ruling | Majority |
Meeting Procedures — Modifying the agenda or order of a meeting | Majority |
Meeting Procedures — Adjourning a meeting | Majority, or Chair declaration without objection |
Committee Organization — Establishing a committee | Majority |
Committee Organization — Appointing or removing a committee chair | Majority |
Committee Organization — Removing a committee member | 2/3 |
Committee Organization — Dissolving a committee | Majority |
Appointments and Vacancies — Pillar Director election | Majority of the Eligible Seats |
Appointments and Vacancies — Independent Director appointment | 3/4 of eligible serving Directors, with required Independent Director concurrence |
Appointments and Vacancies — Director-initiated Pillar relocation | Majority of Voting Directors |
Appointments and Vacancies — Filling a vacancy, Board critically depleted | Majority |
Member Succession — Member designation of successor and alternate | Sealed designation and written acceptances lodged with the Independent Review Panel; no Board involvement |
Member Succession — Selection of a successor Member, Designated Successor, and Designated Alternate when no designee can serve | Independent Review Panel selection; no Board vote |
Member Succession — Acting Member activation and return | Written activation notice or Independent Review Panel certification; no Board vote |
Removal, Suspension, and Incapacity — Pillar Director removal by the Board of Directors | 3/4 |
Removal, Suspension, and Incapacity — Temporary Suspension of a Director | 2/3 |
Removal, Suspension, and Incapacity — Member removal for Just Cause | Independent Review Panel findings, then sealed ballots from 100% of participating Disinterested Directors, certified by the Panel; eligible participation must meet the Quorum Governance threshold before Mission Fulfillment Conversion and, after it, every Mission Fulfillment Board position other than one the Member holds occupied and participating |
Removal, Suspension, and Incapacity — Founder removal as a Director | 100% of participating Disinterested Directors; eligible participation must meet the Quorum Governance threshold before Mission Fulfillment Conversion and, after it, every Mission Fulfillment Board position other than the Founder’s occupied and participating |
Removal, Suspension, and Incapacity — Independent Director removal | 100% of all eligible Disinterested Directors |
Removal, Suspension, and Incapacity — Permanent Incapacity determination | No Board vote for a Pillar Director; 100% of all eligible Disinterested Directors for an Independent Director |
Compensation and Conflicts — Executive compensation approval | Committee Quorum: majority of eligible Independent Directors, minimum 2; approval: at least 2 affirmative votes |
Compensation and Conflicts — Independent Director stipend approval | Disinterested Independent Review Panel: at least four eligible participants and three affirmative votes |
Compensation and Conflicts — Conflict-of-interest determinations | Board of Directors: 3/4 of all eligible Disinterested Directors. Assigned committee: at least two affirmative votes. Express Independent Review Panel fallback: four eligible participants and three affirmative votes. |
Compensation and Conflicts — Independent Review Panel compensation | Fixed fee schedule adopted once when the Panel is first seated, by 3/4 of all Disinterested Pillar Director positions with required Quorum and an independent consultant’s benchmark; thereafter changed only to match a new benchmark, with no Director approval |
Independent Oversight — Audit Committee action | At least 2 affirmative votes from eligible committee members |
Independent Oversight — Chain of Authority second level (Disinterested Independent Directors) | Any matter-specific rule for Independent Directors; otherwise Quorum of a majority of eligible Disinterested Independent Directors and at least 2 affirmative votes |
Independent Oversight — Independent Review Panel appointments, renewals, and Just Cause removal | 3/4 of all Disinterested Directors; required Quorum and applicable appointment or removal safeguards |
Independent Oversight — Independent Review Panel temporary protective suspension | 3/4 of all Disinterested Directors; applicable notice, response, duration, and review safeguards |
Independent Oversight — Ordinary substantive Independent Review Panel decisions | At least four eligible, Disinterested participants and three affirmative votes |
Independent Oversight — Independent Review Panel selection of a Member during Catastrophic Board Loss | At least four eligible, Disinterested participants; unanimity of participants |
Independent Oversight — Independent Review Panel protective orders during Protected Review | At least four eligible, Disinterested participants; unanimity of participants |
Independent Oversight — Constitutional Review Panel chair elections and routine procedures | More than half of eligible participants in each half; eleven eligible participants per half for Quorum; abstentions remain in the denominator |
Major Financial and Legal Decisions — Material Borrowing | 3/4 |
Major Financial and Legal Decisions — Borrowing secured by the Official Website or all or substantially all Nonprofit assets | 3/4 |
Major Financial and Legal Decisions — Transfer or exclusive license of a Foundational Work, the Official Website, the Citizen Portal, or UNID | 3/4 |
Major Financial and Legal Decisions — Sensitive legal settlements | Majority of all eligible Disinterested Directors |
Amendments and Revisions — Board Resolution beginning an amendment or dissolution proposal | Majority of Voting Directors; vote within ninety days on Eternity Clause and Constitution v2.0 proposals |
Amendments and Revisions — Standard Clause Amendment | Three-fourths of Voting Directors; legally required ministerial Member adoption without approval discretion or veto, subject to the Member conflict procedure |
Amendments and Revisions — Articles of Incorporation Standard Clause Amendment | Three-fourths of Voting Directors and the Member’s written adoption, which may not be withheld; effective upon filing with the Department of State |
Amendments and Revisions — Constitution v2.0 Revision | Three-fourths of the authorized seats in each Constitutional Review Panel half; affirmative written President consent, given as Guardian of Constitution v2.0; the President may withdraw consent or veto before effectiveness; the Amendment Bridge governs in place of Panel approval while it applies |
Amendments and Revisions — Eternity Clause Amendment | Every Eternity Clause safeguard, or the Amendment Bridge while it applies |
Dissolution, Mergers, and Asset Dispositions — Voluntary Dissolution | Unanimous approval by all Voting Directors and the Member; mandatory written Independent Review Panel review (Independent Counsel when the Panel cannot act); eligible participation must meet the Quorum Governance threshold before Mission Fulfillment Conversion and, after it, every Mission Fulfillment Board position occupied and participating; every Eternity Clause safeguard, or the Amendment Bridge while it applies |
Dissolution, Mergers, and Asset Dispositions — Merger, consolidation, or asset disposition | Unanimous approval by all Voting Directors and the Member; mandatory written Independent Review Panel review (Independent Counsel when the Panel cannot act); eligible participation must meet the Quorum Governance threshold before Mission Fulfillment Conversion and, after it, every Mission Fulfillment Board position occupied and participating; every Eternity Clause safeguard, or the Amendment Bridge while it applies |
Mission Fulfillment — Mission Fulfillment Conversion | Three-fourths of Voting Directors at a Regular Meeting, with Independent Review Panel (or Independent Counsel) certification |
Minimum Governance — Required Board Participation | All occupied positions, subject to eligibility and recusal rules |
Legacy Governance — Reduced Board Participation | All occupied positions when fewer than three positions are occupied, subject to eligibility and recusal rules |
“Majority” is the approval threshold used when no special voting requirement applies.
A threshold measured against the Eligible Seats counts absent but eligible Director positions.
Special voting and Quorum requirements for a matter take precedence over general requirements.
When a Director is excluded or abstains, the minutes shall identify the Director and reason. They shall record the resulting Eligible Seats, Quorum, approval threshold, and each participating Director’s vote.
Section 6.7.6 Voting Cards
Each participating Director shall display a Voting Card visible in the meeting’s audiovisual recording. The cards indicate:
Card | Meaning |
|---|---|
Green Checkmark | Yes |
Red X | No |
Yellow Circle | Recused for a conflict of interest; excluded from the Eligible Seats for that matter |
Blue Triangle | Abstains; remains in the Eligible Seats and, when present, counts toward Quorum, but is excluded from Voting Directors and the vote result |
The Chair shall verbally confirm each displayed vote, and the Secretary shall record it in the minutes. The Board of Directors may adopt a Voting Card Policy specifying physical or digital cards and implementing procedures.
The visible display provides an accessible cue confirming each spoken response, including for viewers who are deaf or hard of hearing. It supplements rather than replaces the Chair’s verbal confirmation and the Secretary’s written record.
Section 6.8 Attendance and Participation
Directors are expected to attend all Regular and Special Board Meetings and participate actively, thoughtfully, and in good faith.
Directors shall prepare by reviewing agendas, reports, proposed resolutions, financial information, and other materials reasonably provided in advance.
Every Director shall have a reasonable opportunity to speak, ask questions, present information, request clarification, and participate fully in deliberations before Board action.
Directors may participate in person or through secure electronic means allowing everyone participating to hear, communicate, deliberate simultaneously, and vote.
A Regular Meeting absence is unexcused when advance notice was reasonably practicable but not provided to the President or Secretary, and no good cause exists. Good cause includes illness, family or professional emergencies, and other circumstances accepted by the Board of Directors. Three or more unexcused Regular Meeting absences within one fiscal year violate attendance expectations. The Director becomes subject to Just Cause suspension or removal procedures.
Repeated absence or failure to participate meaningfully without good cause may inform determinations of Good Standing, Just Cause, or breach of fiduciary duty.
Respectful disagreement, principled dissent, and independent judgment are protected. Directors are encouraged to raise concerns, ask difficult questions, challenge assumptions, and express differing views to advance the charitable mission and organizational success. No Director shall face criticism, retaliation, or adverse action solely for voting against the majority or expressing a good-faith dissenting opinion.
Section 6.9 Minutes and Official Records
The Secretary shall prepare or oversee accurate minutes for every Board meeting. Minutes shall include at least:
- (a)Meeting date, time, location, and in-person, electronic, or hybrid format
- (b)Chair and person recording the minutes
- (c)Names of Directors present, absent, or participating electronically
- (d)Confirmation that notice requirements were met and Quorum maintained throughout the meeting
- (e)Attendance changes affecting Quorum or voting eligibility, recorded when they occur
- (f)General matters considered
- (g)Relevant conflict-of-interest declarations, recorded before the affected deliberation or vote
- (h)Every motion’s final wording, amendments, and disposition
- (i)For each vote: the Eligible Seats, Quorum, approval threshold, result, each Director’s vote, abstentions, recusals, and required separate approvals
- (j)Executive Session start and end times
- (k)Updates to Constitution v2.0
- (l)Other information the Secretary considers appropriate for the corporate record
Draft minutes shall reach Directors before the next Regular Meeting whenever reasonably practicable. At a subsequent meeting, the Board of Directors shall vote to approve, amend, or reject them. Approved minutes become the official legal record of the proceedings.
Approved minutes shall be retained permanently and published on the Official Website within a reasonable time after approval, except information lawfully withheld.
The Nonprofit shall permanently archive approved minutes, resolutions, meeting recordings, agendas, and other official governance records under the Technology and Records Standards. Organize records to preserve institutional history and provide public access through the official archive, except where law or these Bylaws require confidentiality.
The Secretary shall periodically verify that the archive remains complete, accessible, and preserved under the record-retention and disaster recovery policies.
Section 6.10 Meeting Procedure
Board of Directors and committee meetings shall follow parliamentary procedures that support orderly, informed deliberation. These procedures govern presiding authority, decorum, agendas, and the order of business.
They also govern motions, debate, voting, announcement of results, public access to meeting recordings, recess, and adjournment. The following provisions establish the applicable parliamentary authority and procedures.
Section 6.10.1 Parliamentary Authority
Board of Directors and committee meetings shall promote fairness, civility, transparency, efficiency, informed deliberation, and every Director’s meaningful participation. Parliamentary Procedure shall protect majority and minority rights, encourage differing viewpoints, and support informed decisions advancing the charitable mission.
These Bylaws, the Articles of Incorporation, and applicable law govern meeting procedures. For questions those authorities and applicable Board Resolutions do not address, the current edition of Robert’s Rules of Order Newly Revised may guide decisions. Its use must remain consistent with those governing authorities, the Foundational Principles, and accessible, practical governance.
Procedure shall support informed deliberation. No one may use technical rules in bad faith to silence Directors, block properly presented matters, evade transparency requirements, or obstruct lawful Board operations.
Section 6.10.2 Meeting Chair
The President ordinarily chairs Board meetings. The Vice President chairs when the President is absent, incapacitated, recused, or otherwise unable to preside. If neither is available, Directors present shall elect a temporary Chair from among themselves by a majority of Voting Directors.
The Chair shall:
- 1.Call the meeting to order
- 2.Confirm that notice and Quorum requirements are satisfied
- 3.Preserve order and decorum
- 4.Recognize speakers and give every Director a reasonable opportunity to participate
- 5.State motions and questions for decision
- 6.Confirm voting eligibility and Quorum before each vote
- 7.Put each motion to a vote and state the required approval threshold
- 8.Announce each vote’s result
- 9.Enforce these Bylaws and applicable procedural rules
- 10.Ensure respectful consideration of dissenting viewpoints
- 11.Exercise procedural authority impartially toward every Director and position
- 12.Declare recess or adjournment when properly authorized
The duties to maintain decorum, enforce rules, hear dissent, and remain impartial apply throughout the meeting.
The Chair may decide procedural questions, subject to Board appeal. A majority of Voting Directors may overturn a ruling.
The Board of Directors may appoint a Parliamentarian when procedural guidance would materially assist a meeting. This adviser explains parliamentary rules, precedents, and motion requirements to support fair, efficient deliberation.
A Director, Corporate Officer, Official Representative, or outside professional with relevant parliamentary knowledge may serve. The appointee must have no conflict concerning any matter reasonably expected at that meeting.
The Parliamentarian advises only. A Director serving as Parliamentarian retains ordinary speaking and voting rights.
Section 6.10.3 Meeting Decorum
Directors and other participants shall act respectfully. Threats, harassment, personal attacks, discrimination, deliberate disruption, and other conduct materially interfering with an orderly meeting are prohibited.
Director violations shall be addressed as follows:
Violation | Consequence |
|---|---|
First violation | The Chair shall verbally identify the conduct and direct compliance; the Secretary shall record the warning in the minutes |
Second violation | At the same or any subsequent meeting, the Chair shall issue a written warning documenting both violations |
Third documented violation within a rolling twelve-month period | The Chair shall refer the Director to the Director of Ethics and Oversight for investigation |
The Chair may call a brief recess or take other reasonable procedural action to restore order. Exclusion from a meeting or loss of voting rights requires express authorization under these Bylaws or applicable law.
Referral does not establish Just Cause or authorize discipline. Investigation, due process, applicable disciplinary standards, and the required voting threshold remain mandatory.
A single sufficiently serious violation may constitute Just Cause regardless of the violation count. Examples include a credible threat of violence, unlawful harassment, or discriminatory conduct.
Section 6.10.4 Meeting Agenda
Distribute the proposed agenda and reasonably available supporting materials under the applicable meeting notice requirements.
Any Director may request an agenda item within the authority of the Board of Directors. The President or Secretary may request information reasonably needed for preparation, but shall not impose unnecessary formalities that unreasonably delay properly submitted matters.
The Board of Directors may modify the agenda by majority vote when necessary to serve the Nonprofit’s best interests. Material changes shall be announced during the meeting and recorded in the minutes.
An item requiring advance notice under these Bylaws or applicable law shall not be added or submitted for final vote until that requirement is satisfied.
Section 6.10.5 Order of Business
Unless modified by majority vote, Board meetings shall generally follow this order:
- 1.Call to Order
- 2.Roll Call and Verification of Notice
- 3.Quorum Verification
- 4.Conflict of Interest Declarations
- 5.Approval of the Agenda
- 6.Approval of Previous Meeting Minutes
- 7.Director Reports
- 8.Committee Reports
- 9.Unfinished Business
- 10.New Business
- 11.Constitution v2.0 — Request for Additions, Modifications, or Deletions
- 12.Announcements and Scheduling
- 13.Adjournment
At each meeting, the Chair shall invite disclosure of known actual, potential, or reasonably apparent conflicts of interest. This standing invitation does not replace or delay continuing disclosure duties, including disclosure before discussion, consideration, or voting whenever practicable.
Before deliberation on each matter requiring a vote, the Chair shall request additional relevant conflict disclosures. Apply the conflict-of-interest and voting requirements to resulting determinations, recusals, and adjustments to the Eligible Seats.
At each Regular Meeting, the Chair shall invite proposed additions, modifications, or deletions to Constitution v2.0. Discussion is informational and deliberative; it does not replace the required Constitution revision proposal, review, or approval process.
If no changes are raised, the meeting proceeds without delay. This item is optional at Special Meetings called for a specific, limited purpose.
Section 6.10.6 Motions and Deliberations
Official action ordinarily begins with a Director’s clearly stated motion, seconded by another Director when the applicable parliamentary authority requires.
Before voting, the Chair shall give Directors a reasonable opportunity to:
- (a)Request clarification
- (b)Review relevant information
- (c)Ask questions
- (d)Propose amendments
- (e)Express support or opposition
- (f)Identify legal, ethical, financial, operational, or constitutional concerns
Discussion shall remain relevant. The Chair may impose reasonable, content-neutral speaking limits when necessary for orderly, equitable participation, but shall not suppress dissent or prevent meaningful deliberation.
No Director shall be required to disclose an intended vote in advance.
Section 6.10.7 Voting and Results
Before voting, the Chair shall restate the motion or ensure its precise wording is reasonably available to every Director. Use Voting Cards and follow all applicable voting requirements.
The Chair shall announce whether the motion passed or failed. The Secretary shall record the result, each Director’s vote, abstentions, and recusals.
Section 6.10.8 Public Access to Recordings
Board meetings are not open to public attendance or participation. The Nonprofit shall publish meeting recordings on its Official Website, subject to applicable confidentiality requirements.
Publication provides public access to Board proceedings. Confidential portions shall be withheld as required by law or these Bylaws.
Section 6.10.9 Recess and Adjournment
The Chair may call a brief recess when reasonably necessary to restore order, resolve technical problems, permit consultation, or protect the proceedings’ integrity.
A majority of Voting Directors may adjourn the meeting. The Chair may also declare adjournment without objection.
A continued meeting remains subject to meeting notice requirements. An exception applies when its date, time, and location were announced before adjournment and applicable law permits that procedure.
End of Article VI. Return to the TOC