Article VII asks the question every institution eventually faces and most answer badly: What do we do when the problem is one of our own? The answer begins with fairness: A genuine investigation, written notice, and a real chance to respond. Illness is never misconduct. A leader who can no longer serve is assessed by independent physicians, not by colleagues guessing. Temporary arrangements expire on their own instead of quietly becoming permanent. Suspension is a protective pause, revisited regularly, not a verdict. Nobody here sits above these pages, the Founder least of all.
Section 7.1 Director Investigations
Credible allegations that, if substantiated, could justify disciplinary action against a Director shall be investigated before that action is considered.
The affected individual shall receive the required procedural protections. Immediate temporary protective action pending investigation is permitted only when expressly authorized by these Bylaws.
The Director of Ethics and Oversight shall conduct investigations unless the Board directs otherwise by resolution.
If that Director is unavailable, recused, under investigation, or materially conflicted, the Board of Directors shall appoint an independent committee composed exclusively of Disinterested Directors.
Serving as an emergency-access Custodian does not prevent that Director from investigating. Custody shall transfer for the investigation under the emergency-custody transfer rules.
The affected individual shall receive written notice describing the allegations with reasonable specificity and identifying the bylaw or policy provisions allegedly violated.
Before the investigation concludes, the individual shall have a reasonable opportunity to respond in writing, provide relevant information, identify witnesses, and address the evidence.
The investigator or committee shall act fairly, objectively, diligently, and without prejudgment.
The investigator or committee shall:
- (a)Review all relevant evidence
- (b)Interview witnesses and obtain additional information as reasonably necessary
- (c)Consider information supporting and refuting the allegations
- (d)Give the affected individual a meaningful opportunity to respond
- (e)Maintain appropriate confidentiality throughout the investigation
- (f)Prepare written findings of fact and recommendations supported by the evidence
Investigations shall finish within a reasonable time reflecting the matter’s complexity. Avoid unnecessary delay while ensuring thorough, impartial review.
Provide written investigation findings and recommendations to the Board of Directors before any vote on removal or other final disciplinary action. Temporary protective suspension may precede completion of the investigation under the Suspension procedures, including their required written findings. Deciding Directors shall independently evaluate the evidence and are not bound by the recommendations. Retain findings as confidential corporate records under the Technology and Records Standards, applicable law, and bylaw confidentiality requirements.
Investigations shall respect everyone’s dignity, reputation, and rights while protecting the Nonprofit’s integrity, mission, and charitable interests. Disclose confidential information only as reasonably necessary for the investigation, legal obligations, or the fiduciary responsibilities of the Board of Directors.
The decision of the Board of Directors is the final organizational determination under these Bylaws. Before implementation, the Board of Directors may reconsider if material new evidence could reasonably affect the outcome.
Section 7.2 Director Incapacity
Incapacity is medical, not disciplinary. Temporary Incapacity requires one independent physician’s written conclusion; Permanent Incapacity requires two physicians’ independent written conclusions agreeing that the permanent-incapacity standard is met. Both procedures require a good-faith referral, notice, an opportunity to respond, and medical confidentiality.
Physician selection follows the Chain of Authority. The Director of Ethics and Oversight may coordinate the process. The affected individual shall not participate in physician selection.
Additional and replacement physicians follow the same selection procedure. Physicians determine medical incapacity; authorized decision-makers administer the process. Selecting a physician confers no authority to make medical findings.
Temporary reassignment does not create a vacancy. Restoration remains subject to applicable age and other eligibility requirements.
Section 7.2.1 Temporary Incapacity
Temporary Incapacity neither creates a vacancy nor establishes Just Cause. One independent physician must conclude in writing that a temporarily debilitating condition is not expected to prevent service for longer than one year. The shared incapacity procedures govern referral, physician selection, notice, and due process.
By ordinary majority vote, the Board of Directors may temporarily assign the affected individual’s functional duties to another qualified Director for the incapacity’s duration. The assignment confers no seat, vote, or Quorum credit. Unless an Acting Director holds it, the affected position is excluded from the Eligible Seats and Quorum during the incapacity.
Temporary Incapacity shall not exceed one year and cannot be extended. Unless reassessment has established recovery or Permanent Incapacity, the position becomes vacant at one year. The ordinary vacancy procedures apply. Arrange reassessment before the deadline to determine whether the Director can resume duties or meets the Permanent Incapacity standard.
A second independent physician shall assess continued incapacity. If the physicians disagree, a third independent physician shall break the tie. Select additional or replacement physicians through the shared incapacity procedures.
If the third physician determines that the Director can resume duties, the Director shall return within thirty days after receiving written notice. Failure to return constitutes abandonment of the position and creates a vacancy. This return period does not extend Temporary Incapacity.
If the third physician agrees that the Director meets the Permanent Incapacity standard, the two agreeing medical conclusions establish Permanent Incapacity. The position becomes vacant, subject to any additional final-approval requirements governing that position.
A new determination concerning the same continuing condition shall not restart the one-year limit. Temporary reassignment does not transfer the Founding Director designation or protected tenure.
Section 7.2.2 Permanent Incapacity
Permanent Incapacity is nonpunitive.
Proceedings require a written, good-faith referral delivered to the Secretary. Physician selection follows the Chain of Authority. An Independent Director, Disinterested Director, or Corporate Officer with direct knowledge may submit the referral. It must contain reliable information indicating that a Director or Officer may be unable to perform the duties of office on a continuing basis.
Physicians shall be selected under the Chain of Authority. The Director of Ethics and Oversight may coordinate the process. Each physician shall be independent, licensed, appropriately qualified, and free of material conflicts.
The affected individual shall receive reasonable notice, access to the physicians’ conclusions, and an opportunity to respond. The individual may submit contrary evidence from a qualified professional unless providing that opportunity is medically impossible at the time.
Each physician shall independently evaluate the evidence. Permanent Incapacity requires two written medical conclusions that the individual cannot perform the duties of office on a continuing basis. If the first two physicians disagree, a third independent physician breaks the tie.
For an Independent Director, final determination additionally requires approval by all eligible Disinterested Directors. A final determination creates a vacancy, filled through the applicable vacancy procedures.
Medical information shall be limited to what is reasonably necessary, kept confidential, and retained consistently with privacy law and organizational records duties. Permanent Incapacity does not establish Just Cause or create a presumption of misconduct.
A living Founder Emeritus who has never been removed for Just Cause may return by written notice to a vacant, still-authorized Pillar position. Ordinary return cannot reopen a Pillar position permanently closed through Mission Fulfillment Conversion. Discretionary Board approval is not required, but the Board may deny return for failure to satisfy the applicable eligibility, qualification, disclosure, legal-record, medical-recovery, or onboarding requirements or for Just Cause established through the applicable procedures.
Applicable age, eligibility, disclosure, legal-record, medical-recovery, and onboarding requirements remain in effect. Complete required onboarding, including the Director’s Oath, before assuming duties. Lawful return restores the Founding Director designation and its attached protections without a separate vote. This personal right does not depend on holding the Member position, does not pass to successor Members, and remains distinct from Catastrophic Board Loss recall.
Section 7.3 Director Suspensions
Pending investigation, the Board of Directors may temporarily suspend a Director based on a material risk from continued service. It shall act in good faith using reasonably available information. Qualifying risks concern the Nonprofit, its charitable mission, legal or financial interests, investigation integrity, individual safety or well-being, or orderly governance.
Suspension requires the affirmative vote of two-thirds of Voting Directors. Exclude the affected Director and anyone required to recuse.
Before suspension, the Board of Directors shall consider whether less restrictive measures would adequately protect the Nonprofit. It shall adopt written findings explaining why suspension is reasonably necessary.
Preserve the findings as confidential corporate records under the Technology and Records Standards. Provide them to the affected Director upon request, subject to others’ confidentiality, attorney-client privilege, work-product protection, and applicable legal restrictions.
During suspension:
- (a)The Director shall receive written notice of the suspension and its reasons.
- (b)All bylaw due-process rights remain in effect.
- (c)The Director retains the right to participate in the investigation under the investigation procedures.
- (d)All voting privileges are suspended.
- (e)Board meeting, deliberation, voting, and committee participation is prohibited unless the Board of Directors expressly authorizes participation for a limited purpose.
- (f)The Director shall surrender access to organizational resources only as reasonably necessary to protect the Nonprofit. These include records, systems, financial accounts, confidential information, credentials, and equipment.
- (g)Payments solely associated with active service in the suspended position shall cease, including compensation, benefits, and stipends. Payments required by law or an existing Board-approved written agreement remain payable.
Temporary suspension ends upon the earliest of:
- (a)Completion of the investigation and final Board action
- (b)Board rescission of the suspension
- (c)The affected Director’s resignation
- (d)Other disposition under these Bylaws
The Board of Directors shall review each suspension at reasonable intervals, no more than sixty days apart. Each review shall determine whether continued suspension remains reasonably necessary. Document each review and any decision to continue, modify, or rescind the suspension.
Temporary suspension protects the Nonprofit pending investigation. It is not discipline, a finding on the allegations, or a presumption of misconduct. Except as expressly provided by these Bylaws, suspension does not terminate office, create a vacancy, or otherwise change Board membership.
When operational continuity requires, the Board of Directors may assign the suspended Director’s operational duties to one or more qualified Directors. Alternatively, it may appoint an Acting Director under the Acting Director rules. A duties-only assignment ends with the suspension unless these Bylaws or a Board Resolution provide otherwise. Acting service ends when the personally signed advance resignation takes effect under the Acting Director rules.
Section 7.4 Director Removal
Removal ends a Director’s service involuntarily. Board removal of a Pillar Director requires a three-fourths vote, subject to the special protections governing particular positions. The Member may remove an eligible Pillar Director whose actions or conduct do not align with the mission, by a written instrument stating the grounds, subject to the Member’s removal limitations.
Applicable investigation, notice, evidence, response, and voluntary-resignation procedures must be followed. The removal rules establish Just Cause grounds, special approval requirements, and consequences for protected status. Removal that violates the required procedures is void.
Section 7.4.1 Removal by Board of Directors or Member
The Board of Directors may remove a Director with or without Just Cause by a three-fourths affirmative vote of Voting Directors entitled to decide the matter. This authority excludes the Founding Director and Independent Directors. Exclude the affected Director and anyone required to recuse from deliberations, voting, and the approval denominator.
Removal based on alleged Just Cause requires investigation and due process. Removal without cause requires no finding of misconduct or Just Cause. Required notice and an opportunity to be heard still apply.
The Member may remove a Pillar Director whose actions or conduct do not align with the Primary Mission, the Mission Preservation Covenants, or these Bylaws, by written instrument. This authority excludes the Founder. Good-faith disagreement with the Member over policy, strategy, governance, or fiduciary judgment is not, by itself, grounds for the Member to remove any Director.
The instrument shall state:
- (a)The Director’s name and Pillar position vacated
- (b)The effective date
- (c)The misalignment of actions or conduct on which the removal rests
- (d)The reasons for removal
- (e)The Independent Review Panel’s endorsement confirming that no cooling-off period or suspension bars the removal and that no stated reason is a prohibited ground
An instrument missing any required element effects no removal. Except for the Independent Review Panel’s facial check, neither the Board of Directors nor another person or body may review the sufficiency of its stated reasons. In that check, the Panel refuses endorsement only when a stated reason, on its face, is good-faith disagreement, a protected whistleblower report, or participation in a Member Matter. It decides within seven days after receiving the instrument and does not weigh whether the reasons are adequate. Stating reasons creates no entitlement to a hearing or challenge to the removal’s merits.
The Member’s removal limitations apply, including the prohibition on retaliation: the Member may not remove a Director for good-faith disagreement, a protected whistleblower report, or participation in a Member Matter. A ninety-day cooling-off period follows a Director’s participation in a Member Matter, including a sealed removal ballot. The Independent Review Panel, which alone knows who participated, shall refuse to authenticate a removal instrument that violates a cooling-off period. Removal powers are suspended upon the Panel’s certification that an investigation or removal proceeding concerning the Member has properly commenced.
Removal violating these limitations is void from the outset, and the Director is automatically restored, subject to the complaint deadline and the protection of intervening Board actions in the Independent Review Panel’s Authority and Assignments provisions. Except under the Formation authority, the Member cannot remove an Independent Director.
The Secretary shall preserve the removal instrument and any response filed by the removed Director in official corporate records. Record the removal and instrument date in the Director roster. Report the removal at the next Regular Meeting.
The Annual Governance Report shall disclose the number of Member removals and the general nature of the stated reasons. Exclude confidential personnel information, privileged communications, whistleblower identities, and information restricted by law or these Bylaws.
Section 7.4.2 Just Cause
Just Cause may arise from misconduct, failure to perform duties, or loss of required qualifications. The following grounds are illustrative, not exhaustive.
- (a)Material violation of the Code of Ethics
- (b)Breach of fiduciary duty
- (c)Fraud, embezzlement, theft, or other dishonest conduct
- (d)Criminal conviction involving fraud, dishonesty, abuse of trust, or conduct materially affecting the individual’s ability to serve
- (e)Persistent failure to perform assigned duties or fiduciary responsibilities
- (f)Failure to maintain Board-service qualifications or continuing eligibility
- (g)Repeated or material breach of confidentiality
- (h)Abuse of authority or misuse of organizational assets or resources
- (i)Absenteeism without valid cause, including three or more unexcused Regular Meeting absences within one fiscal year
- (j)Mission abandonment; conduct unbecoming the office; or other behavior materially impairing governance, legal standing, the charitable mission, public trust, reputation, or effective operations
An allegation alone does not establish Just Cause. The applicable investigation, evidence, due-process, and approval requirements govern any resulting action.
Section 7.4.3 Due Process
A removal vote must follow notice and an opportunity to respond. Any longer notice period or additional protection required for the position remains applicable.
- 1.Give written notice of the proposed removal and factual allegations at least ten days before the voting meeting.
- 2.Provide a reasonable opportunity to review supporting evidence, with appropriate confidentiality protections.
- 3.Allow a written response, appearance before the Board of Directors, presentation of relevant information, and response to the allegations.
- 4.Offer voluntary resignation before the final vote.
The affected Director shall withdraw before Board deliberations on removal begin. Participation in the hearing does not confer a right to deliberate or vote.
A suspension or removal lacking its required investigation, findings, notice, or opportunity to be heard is void. Temporary protective suspension may precede completion of the investigation only under the Suspension procedures. The affected Director is restored automatically when an action is void. Upon that Director’s complaint, the Independent Review Panel, or Independent Counsel when the Panel cannot act, shall certify the defect.
Section 7.4.4 Removal Effects
Board removal takes effect upon adoption of the resolution unless it specifies a later date. Removal terminates the Director position and its associated authority. Fill the resulting vacancy through the applicable vacancy procedures.
The removed individual shall promptly return all organizational property, including records, confidential information, electronic accounts, authentication credentials, passwords, and encryption keys. Return access devices, financial instruments, equipment, identification, and all other organizational assets.
Section 7.4.5 Founder-Specific Provisions
The Founder’s removal must be approved unanimously by all Disinterested Directors participating in the removal vote, with the required Quorum. That requirement reflects the recognition by the Board of Directors that Founder removal is an extraordinary action affecting continuity of the organization’s founding mission. Accordingly, such removal shall occur only in the most exceptional circumstances. Just Cause must have been established by clear and convincing evidence. The necessity for removal must command the unanimous confidence of every eligible Disinterested Director participating in that vote.
The Founder’s special authorities exist solely to preserve the organization’s founding mission. They create no ownership, proprietary control, exemption from Board oversight, immunity from applicable law, or authority inconsistent with these Bylaws.
Removal for Just Cause permanently ends the Founding Director designation, protected tenure, and attached authority. It creates a vacancy in the occupied Pillar position without reducing the authorized composition of the Board of Directors. Fill that vacancy under the applicable vacancy procedures. If the presidency becomes vacant, acting authority passes under the Order of Succession until a permanent successor lawfully assumes office.
Founder-specific rights cannot pass to any heir, successor, estate, or assign. Just Cause removal confers no Founder Emeritus status or right of restoration. Voluntary resignation and Permanent Incapacity instead confer Founder Emeritus status under the applicable transition rules.
A Founder-removal vote requires confirmed delivery of the meeting notice and removal’s factual basis to every serving Disinterested Director at least fourteen days beforehand. Alternatively, the Independent Review Panel, or Independent Counsel when the Panel cannot act, must certify a good-faith attempt to obtain Confirmed Receipt. It must also certify that further attempts are unreasonable.
Available Disinterested Directors must meet the Quorum Governance threshold before Mission Fulfillment Conversion. After it, they must occupy and participate through every Mission Fulfillment Board position other than the Founder’s. The vote shall not proceed unless both the notice requirement and this participation requirement are satisfied.
The Independent Review Panel, or Independent Counsel when the Panel cannot act, shall administer and certify the process without voting in that proceeding.
No substitute review body may remove the Founder or Member, replace the required Board vote, or supply missing Quorum. These restrictions do not limit a competent court’s jurisdiction or authority under Pennsylvania law.
End of Article VII. Return to the TOC