This Article is an Eternity Clause under Article X of the Articles of Incorporation.
Article XVIII is a letter to the future. It names the principles the Nonprofit is built on: Truth above all else, liberty and dignity of every person, democracy that answers to the governed, independence from any political side, and a mission meant to outlast all of us. Whatever the Nonprofit learns, it gives to the public freely whenever it can, and never for private profit. These principles are enduring, difficult to transform, and immutable in the dark. Institutions rarely lose their way all at once…they drift. This is the anchor.
Section 18.1 Protected Mission Commitments
The Mission Preservation Covenants protect the Nonprofit’s identity and mission. They define its enduring character and govern every exercise of its authority.
They also govern the interpretation of these Bylaws and advancement of the Nonprofit’s mission. These principles protect the institution for future generations. No amendment may fundamentally redefine the institution the public has been invited to trust.
The Mission Preservation Covenants are the enduring commitments that every Eternity Clause preserves. ReDrafting America shall remain permanently committed to all of the following:
- (a)Truth and Intellectual Integrity — truth, evidence, intellectual honesty, transparency, reasoned inquiry, and the willingness to identify and correct error
- (b)Human Rights and Liberty — the inherent dignity, equality, fundamental rights, freedoms, and individual liberty of every person
- (c)Social Democracy and Democratic Accountability — democratic government, accountable exercise of power, social responsibility, and the social-democratic principles embodied in the Primary Mission
- (d)Nonpartisanship and Institutional Independence — independence from political parties, candidates, governments, donors, corporations, private interests, and other influences that would compromise the Nonprofit’s mission, integrity, or independent judgment
- (e)Public Benefit and Constitutional Governance — governance according to the constitutional, ethical, transparency, accountability, and public-benefit principles the Nonprofit advocates, with its authority and resources exercised for its charitable mission and the public good rather than private advantage
- (f)Mission Permanence and Fidelity — the Primary Mission stated in the Articles of Incorporation shall remain the permanent mission of ReDrafting America, and the Nonprofit shall pursue it faithfully; fulfillment of the Primary Mission completes it rather than abandoning it
Section 18.2 Eternity Clause Amendment Safeguards
The Mission Preservation Covenants protect the Nonprofit’s mission and identity through heightened amendment safeguards. These safeguards govern every amendment to an Eternity Clause.
The Constitutional Review Panel acts as an Other Body with binding authority over these amendments. Before Mission Fulfillment Conversion, Complete Governance must exist continuously from proposal through effectiveness. Whenever, before Mission Fulfillment Conversion, Complete Governance has not been reached, or whenever the Constitutional Review Panel cannot approve amendments, including when either condition fails after having been met, the Amendment Bridge governs every Eternity Clause amendment in place of these safeguards.
After conversion, every authorized Mission Fulfillment Board and regular Independent Review Panel position must remain occupied and eligible throughout the process. A regular Independent Review Panel position held by an alternate under the Independent Review Panel provisions counts as occupied. The reconstituted Constitutional Review Panel then acts under its post-conversion composition and voting requirements.
All participating eligible Constitutional Review Panel members must approve an amendment unanimously. After the Board Resolution that begins the amendment, Director members cast one vote each as Panel members and do not vote again in a separate Board proceeding, except the separate Board approval the dissolution rules of these Bylaws require for a voluntary dissolution or covered transaction. The serving Member, as Guardian of the Eternity Clauses, must receive the exact amendment text, the adopted Preservation Findings, and the Constitutional Review Panel’s voting record through the Independent Review Panel; the amendment takes effect only after thirty days have run from the Guardian’s Confirmed Receipt without a written veto.
The Member, as the Guardian of the Eternity Clauses, may veto the amendment at any time before that window closes; a timely veto is final. A failed vote, a timely veto, or loss of the applicable governance condition stops the process and requires a new proposal.
The Articles of Incorporation must contain identical Mission Preservation Covenants and corresponding protection for every Eternity Clause. An amendment must satisfy both documents’ requirements.
An Article may be designated as an Eternity Clause, or lose that designation, only through these safeguards. A change anywhere in these Bylaws that would weaken an Eternity Clause is an amendment to that Eternity Clause and must satisfy these safeguards.
Section 18.2.1 Required Preservation Findings
Before voting, the Constitutional Review Panel must adopt written findings for every proposed Eternity Clause amendment. The findings must explain how the amendment preserves the Mission Preservation Covenants.
The findings must determine each matter below, stating the reasons for each. Each determination must address the proposed amendment as a whole:
- (a)Mission — preserves the Primary Mission
- (b)Covenants — remains faithful to every Mission Preservation Covenant
- (c)Purpose — keeps faith with the purpose of the Eternity Clause, refining or improving it rather than abandoning it
- (d)Character — does not fundamentally redefine the Nonprofit’s character, purpose, or institutional integrity
- (e)Public Interest — serves the long-term public interest
- (f)Designation — when Eternity Clause status is added or removed, correctly reflects whether the Article protects commitments whose loss would change what the Nonprofit is, rather than how it operates
The approved findings become permanent corporate records. The Member, as Guardian of the Eternity Clauses, must receive the findings and Constitutional Review Panel voting record before the Guardian’s veto window begins.
A material revision invalidates the earlier findings. The Constitutional Review Panel must adopt new findings before voting on the revised amendment.
Section 18.2.2 Eternity Clause Amendment Transparency
Before voting, the Nonprofit must publish the proposed amendment and the Constitutional Review Panel’s adopted Preservation Findings. Publication provides notice and a public record.
After voting, the Nonprofit must publish the Panel’s voting record and the Member’s written veto given as Guardian of the Eternity Clauses, or the expiration of the Guardian’s veto window without one. Lawfully protected information may be withheld, but the public record must identify the basis and scope of each withholding.
Section 18.2.3 Invalid Eternity Clause Amendments
Except as the Amendment Bridge provides while it applies, an attempted Eternity Clause amendment is invalid unless every required safeguard is satisfied.
Required safeguards include unanimous approval by all participating eligible Constitutional Review Panel members, adopted Preservation Findings, public disclosure, and expiration of the Guardian’s thirty-day veto window without a timely veto. They also include the applicable continuous governance condition and compliance with corresponding Articles of Incorporation requirements. A failed attempt must restart as a new proposal.
Section 18.2.4 Guardian Protection
Except during Formation Governance, the Member, as Guardian of the Eternity Clauses, must receive notice of every proposed amendment affecting an Eternity Clause of these Bylaws. The amendment takes effect only after thirty days have run from the Guardian’s Confirmed Receipt without a written veto. A timely veto is final, cannot be overridden, and does not apply retroactively.
A timely veto stops the pending amendment. Any later attempt must begin as a new proposal and satisfy every applicable safeguard. For an amendment of the Articles of Incorporation affecting an Eternity Clause, the Member casts the membership vote the law requires by adopting the amendment in writing within thirty days after delivery, unless the Member, as Guardian, instead vetoes it in writing within that window, as the Articles of Incorporation provide.
An Eternity Clause amendment cannot become effective while no Member or Acting Member serves as Guardian, except under the Formation authority.
Section 18.3 Public Benefit Governance
The Nonprofit shall make all knowledge, tools, and platforms it develops freely accessible to the public whenever possible. This commitment applies to every distribution method, including software distributed through digital storefronts or application marketplaces.
Educational content may generate revenue only as needed to sustain operations. It may never generate private profit. All revenue surpluses must support programs that advance civic education and democratic empowerment.
The Nonprofit intentionally follows a Public Benefit Governance Model based on governance principles used by benefit corporations. It considers its Primary Mission, affected communities, long-term public consequences, and transparent reporting when making organizational decisions.
This voluntary model does not change the Nonprofit’s legal classification or convert it into a benefit corporation. It supplements the duties and restrictions imposed by law, the Articles of Incorporation, and these Bylaws.
End of Article XVIII. Return to the TOC