Article XXII explains how these Bylaws change. A document that cannot grow will eventually be ignored, and one that can be quietly rewritten was never worth much to begin with. Most of these Bylaws are Standard Clauses, meant to grow with experience. A few are Eternity Clauses, the foundations everything else rests on, and changing them asks far more of everyone involved. Any Director may propose a change with an explanation of why it helps. Everyone receives notice and time to think, and every proposal is published before anyone votes. Nobody may stall a proposal instead of voting on it or take apart sideways what cannot be taken apart directly. Nothing here is beyond change, unless it’s done in the dark.
Section 22.1 Amendments Overview
These Bylaws are intended to be a living governance document. The Nonprofit expects to learn from experience, respond to changes in law and circumstance, and improve how it serves its mission. This Article sets out how that change happens, who may begin it, and what must occur before a change takes effect.
Every Article of these Bylaws is either a Standard Clause or an Eternity Clause, and every provision within an Article shares its designation. An Article is a Standard Clause unless these Bylaws expressly designate it as an Eternity Clause in its introduction, or unless the Protected Provisions Article of the Articles of Incorporation lists it as one. Standard Clauses govern how the Nonprofit operates and may be amended through the ordinary process described in this Article. Eternity Clauses protect what the Nonprofit is and why it exists, and they may be amended only through a heightened process that the Articles of Incorporation reinforce.
Both kinds of amendment share the same foundation. Any Director may propose a change, and every change must be written and explained, delivered with advance notice, published before any vote, and adopted by the body with authority to approve it. Once adopted, it becomes part of an official version of these Bylaws, and every earlier version is kept as a permanent record.
This Article governs changes to these Bylaws and states the Amendment Bridge, which while it applies also governs amendments of the Articles of Incorporation and Constitution v2.0. Otherwise, the Nonprofit’s constitutional proposal is revised under the separate amendment process established in the Article governing Constitution v2.0. Throughout, one principle holds for every Article: nothing here may be changed in the dark.
Section 22.2 Standard Clauses
Standard Clauses are the working machinery of the Nonprofit. They govern how the organization is structured, how it decides, and how it carries out its mission day to day. They are meant to change as the Nonprofit learns. Experience will reveal gaps, laws will change, and better methods will emerge. A governance model that cannot adapt will eventually be worked around rather than followed.
The Board of Directors may therefore amend a Standard Clause through the proposal, notice, and adoption requirements of this Article. Every amendment must be written, explained, disclosed, and adopted by the required vote. A Standard Clause amendment that would weaken an Eternity Clause, directly or indirectly, is treated as an amendment to that Eternity Clause.
Section 22.3 Eternity Clauses
An Eternity Clause is an Article that protects the identity and mission of the Nonprofit against erosion over time. The name comes from constitutional tradition, most notably the German Basic Law, which places a nation’s founding principles beyond the reach of amendment altogether. The Nonprofit adopts that idea in a modified form. Its Eternity Clauses can be changed, but never easily, never quickly, and never in the dark.
Institutions rarely abandon their purpose in a single decision. They drift. A mission can be narrowed through a series of reasonable-sounding amendments, each adopted in good faith, until the organization the public was invited to trust no longer exists. Leadership changes, pressures mount, and the needs of the moment can seem more urgent than principles written long ago. Eternity Clauses exist so that those who come later inherit the institution’s purpose, not merely its name.
Eternity Clauses are reserved for commitments whose loss would change what the Nonprofit is, not merely how it operates. The test for designation is whether a change would redefine the institution rather than improve it. Everything else belongs in a Standard Clause.
Each Eternity Clause is protected twice. These Bylaws designate it, and the Articles of Incorporation protect it as well. The Articles are the Nonprofit’s founding charter on file with the Commonwealth of Pennsylvania, and they control over these Bylaws. An amendment to an Eternity Clause must satisfy the requirements of both documents, beginning with the Articles. No change to these Bylaws alone can remove the protection an Eternity Clause receives.
An Eternity Clause is difficult to change by design. The process is deliberately slow, public, and shared, so that no single body, leader, or moment can complete it alone. Before any vote, the reasons for a change and the findings that it keeps faith with the mission must be placed on the permanent public record.
Difficult does not mean impossible. No generation can foresee every future, and a principle that can never be refined may someday be abandoned rather than honored. An Eternity Clause may be improved when the improvement is faithful to its purpose.
Protection extends to substance as well as wording. The safeguards that give Eternity Clauses their force are established within the Mission Preservation Covenants, where they share the protection they provide.
Section 22.4 Bylaw Amendment Proposals
Any Director may submit a written amendment to these Bylaws. The Director must reasonably believe it advances the Primary Mission, improves governance, strengthens legal integrity, or supports long-term effectiveness.
Except under the Formation authority, every amendment of the Articles of Incorporation, these Bylaws, or Constitution v2.0, and every proposal for voluntary dissolution, begins with a Board Resolution adopted by a majority of Voting Directors, except a petition of the Member under 15 Pa.C.S. § 5972(a)(2), which the Board of Directors takes up as a proposal. The Board of Directors shall vote to adopt or reject each complete proposal affecting an Eternity Clause or Constitution v2.0 within ninety days after the proposal is submitted; a proposal not voted on within that period stands on the agenda of every Regular Meeting until voted on.
An amendment of a Standard Clause of the Articles of Incorporation requires affirmative votes from three-fourths of Voting Directors and the Member’s written adoption, which may not be withheld, and takes effect upon filing with the Department of State.
Beginning one year after Minimum Governance first begins, the Board of Directors shall review these Bylaws on a recurring schedule adopted by Board Resolution. The Secretary shall coordinate each review and record its conclusions. Any resulting proposal remains subject to this Article and all applicable safeguards.
Every proposal must:
- (a)be submitted in writing
- (b)identify language proposed for revision, repeal, replacement, or reorganization
- (c)provide the complete proposed text
- (d)explain the proposal’s purpose, anticipated effects, and supporting rationale
The Secretary shall promptly review each submission for the required components and identify any missing information. This review cannot reject a proposal on its merits, block resubmission, or delay consideration after the proposal becomes complete.
A proposal must comply with the Nonprofit’s Charitable Purposes, Foundational Principles, and applicable federal and Pennsylvania law. Everyone administering the process shall perform assigned duties in good faith and within a reasonable time.
No person or body may improperly delay, obstruct, or refuse a required procedural duty to prevent consideration. These duties do not require approval or limit the authority of the Board of Directors after the required review.
The Board of Directors shall treat amendment as deliberate constitutional development of the Nonprofit’s public governance model. Amendments should preserve stability while responding to experience, improved knowledge, and changing circumstances. This work remains guided by Veritas Super Omnia — “The Truth Above All Else.”
Section 22.5 Notice and Public Disclosure
Every proposed Standard Clause amendment shall be delivered to each Director at least fifteen days before the vote. The notice must include the complete proposed text and its required written explanation.
Every proposed Eternity Clause amendment shall be delivered by Confirmed Receipt to each eligible Constitutional Review Panel member, and through the Independent Review Panel to the Member as Guardian of the Eternity Clauses. Delivery must occur at least thirty days before the Constitutional Review Panel’s vote.
During the applicable notice period, eligible participants may request clarification, suggest revisions, consult experts, and discuss the proposal in good faith. The authorized decision-making body may postpone consideration when additional research, legal review, or constitutional analysis would materially improve its decision.
Before any vote, the Nonprofit shall publish the proposal and its written explanation. Before the Constitutional Review Panel votes on an Eternity Clause proposal, the Nonprofit shall also publish the Panel’s adopted Preservation Findings. Publication provides notice and a permanent public record.
No amendment may be voted on until every applicable notice and review requirement is satisfied. Postponement may not be used to defeat required consideration through improper delay.
Section 22.6 Adoption of Amendments
After all notice and review requirements are satisfied, the authorized decision-making body may vote on the proposal. Each amendment must follow the approval requirements applicable to its clause type.
A Standard Clause amendment follows the ordinary amendment procedure in this Article and requires affirmative votes from three-fourths of Voting Directors.
The Member has no veto over Standard Clause amendments. An amendment on a subject the law commits to the members takes effect only when the Member adopts it in writing. Every such Standard Clause adoption is ministerial and may not be withheld as a discretionary approval or veto; the Member conflict procedure governs any personal conflict. Member Accountability Provisions are the provisions of these Bylaws governing the Member’s compensation, conflicts of interest, ethics and relationship rules, and maximum age for service, and the protection of Directors against retaliation by the Member, including cooling-off periods. No amendment of a Member Accountability Provision may shorten the service of, or disqualify, the serving Member or a lodged designee, or limit a power reserved to the Member. Every Guardian veto of an amendment affecting an Eternity Clause shall be in writing, state its reasons, be delivered to the Board of Directors through the Independent Review Panel within the thirty-day window the Mission Preservation Covenants establish, and be published. A veto that does not satisfy every requirement of this procedure is without effect, and the Independent Review Panel, or Independent Counsel when the Panel cannot act, shall so certify. The Guardian may not veto an amendment adopted under the mandatory legal compliance procedure of this Article.
Absence, unavailability, abstention, recusal, suspension, disqualification, and vacancy affect eligibility, Quorum, and voting under the Board voting rules. No missing response counts as a vote.
An amendment that would add or remove an Article’s Eternity Clause status takes effect only when the Articles of Incorporation’s designation of Eternity Clauses has been amended to match. The proposed Bylaws amendment must then satisfy every safeguard established with the Mission Preservation Covenants or, while it applies, the Amendment Bridge.
No amendment to a Standard Clause, definition, organizational structure, dependency, or related text may accomplish indirectly what an Eternity Clause safeguard prohibits directly. Classification follows substantive effect rather than drafting form.
No amendment may conflict with applicable law, the Articles of Incorporation, or the Nonprofit’s tax-exempt status. An adopted amendment becomes effective when every condition of effectiveness these Bylaws and the Articles of Incorporation impose is met, or at any later date its approving action establishes.
While the Amendment Bridge applies, it governs every amendment of the Articles of Incorporation, these Bylaws, and Constitution v2.0. It applies in place of the Eternity Clause safeguards and in place of Constitutional Review Panel approval, so that the Nonprofit always retains a lawful means of amending its governing documents while its Other Bodies are formed. An amendment required by the mandatory legal compliance procedure of this Article proceeds under that procedure. For a voluntary dissolution, the Independent Review Panel, or Independent Counsel when the Panel cannot act, adopts at every stage after Formation Governance the written findings that replace the Preservation Findings.
Except during Formation Governance, when amendments are made as the Formation authority provides, each amendment requires a Board Resolution adopted under the requirements for the stage of the Governance Lifecycle in effect when the Board of Directors acts:
- (a)Formation Governance. Amendments are made as the Formation authority provides.
- (b)Minimum Governance. Every amendment requires the affirmative vote of every occupied Director position eligible to vote on the matter. An amendment affecting an Eternity Clause or Constitution v2.0 also requires the Board of Directors’ written reasons.
- (c)Quorum Governance. An amendment of a Standard Clause requires the vote these Bylaws establish for it. An amendment affecting an Eternity Clause or Constitution v2.0 requires the affirmative vote of every occupied Director position eligible to vote on the matter and the Board of Directors’ written reasons.
- (d)Pillar Governance. The requirements of Quorum Governance apply. An amendment affecting an Eternity Clause or Constitution v2.0 also requires written Preservation Findings adopted by the Independent Review Panel, which bind as the Constitutional Review Panel’s findings would. If the Independent Review Panel cannot act, Independent Counsel adopts the findings.
- (e)Legacy Governance. The requirements stated for Pillar Governance apply.
Except for an amendment required by the mandatory legal compliance procedure of this Article, a Board of Directors occupying fewer than three Director positions after Formation Governance has concluded may amend the Articles of Incorporation or these Bylaws, by the affirmative vote of every occupied Director position eligible to vote on the matter, only as the restoration of three positions requires, with only legally required ministerial Member execution or adoption and no discretionary Member consent, and may not amend an Eternity Clause or Constitution v2.0.
During the Mission Fulfillment Phase and before Mission Fulfillment Conversion, an amendment affecting an Eternity Clause or Constitution v2.0 requires at least the requirements stated for Pillar Governance.
At least one eligible position must vote. A recused, suspended, or incapacitated Director’s position is not eligible to vote; an absent Director’s position is.
An amendment of a Standard Clause of these Bylaws takes effect under the Standard Clause procedure of this Article. Fewer than three occupied Director positions does not create a discretionary Member approval or veto over a Standard Clause; the restoration limits and legally required ministerial adoptions remain applicable. Every amendment of the Articles of Incorporation requires the Member’s written adoption, which the Member shall give within thirty days after delivery and may withhold only by a Guardian veto of an amendment affecting an Eternity Clause; it takes effect upon filing with the Department of State. An amendment affecting an Eternity Clause of these Bylaws takes effect only after notice to the Guardian of the Eternity Clauses and expiration of the Guardian’s thirty-day veto window without a timely veto. An amendment to Constitution v2.0 requires the written approval of the Guardian of Constitution v2.0, which an Interim President may not give. These consents, and the Guardian’s veto window, are not required for an action under the Formation authority, except where the law requires the Member’s approval. Any discretionary consent or approval may be withheld or withdrawn before the amendment takes effect. A mandatory ministerial Member adoption is not a discretionary consent or approval; the Member conflict procedure remains controlling.
While the Amendment Bridge applies, notice owed to Constitutional Review Panel members is given to each Director, and any required publication of Preservation Findings is satisfied by publishing the written reasons or Preservation Findings the Amendment Bridge requires. For that notice and publication, the Board of Directors’ vote under the Amendment Bridge takes the place of the Constitutional Review Panel’s vote.
The Nonprofit shall publish every amendment adopted under the Amendment Bridge, together with any written reasons and Preservation Findings it required. Each amendment is authoritative when it takes effect and is not subject to later ratification or reversal, except by a later amendment adopted under the procedure then applicable.
When Formation Governance returns after every Director position has become vacant and the Founder does not return to serve, no Eternity Clause may be amended under the Amendment Bridge until the Founder, never removed for Just Cause, returns to serve as a Director, Pillar Governance is reached, or, once Pillar Governance can no longer be reached, the Constitutional Review Panel can approve amendments.
The Amendment Bridge applies 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. While Complete Governance has been reached but the Panel cannot yet approve amendments, the requirements stated for Pillar Governance apply. An amendment adopted under the Amendment Bridge remains in effect when the Amendment Bridge ceases to apply.
Section 22.7 Mandatory Legal Compliance
A change in applicable federal, state, or local law may require an amendment to these Bylaws, including any Eternity Clause. When it does, the Board of Directors shall adopt that amendment within ninety days after the change takes effect; until it is adopted, the conflicting provision is applied only to the extent the law permits. The amendment includes every conforming change to the provisions it affects.
The amendment requires no other approval, finding, consent, or procedure under these Bylaws, except that the Independent Review Panel shall certify in writing, before adoption, that each change the amendment makes is one the law requires; a change the Panel does not certify is not adopted under this Section. When the Independent Review Panel cannot act, Independent Counsel gives that certification. It prevails over any conflicting provision, including any Eternity Clause or Standard Clause. Where applicable law requires the Member to approve the amendment, the Member shall give that approval. The amendment shall be limited to the changes the law requires.
Section 22.8 Publication and Version Control
Every adopted amendment shall be incorporated into the Nonprofit’s official Bylaws. The Board of Directors shall assign the revised Bylaws a unique version identifier and record the adoption and effective dates.
The Secretary shall maintain an official revision history for every adopted version. Each entry must identify the version, adoption date, effective date, and a concise amendment summary.
The current official Bylaws shall be published through the Official Website whenever practicable. The published document must clearly display its official status, version identifier, and publication date.
The Nonprofit shall preserve every prior official version as a permanent organizational record. Archived versions shall remain available for historical, educational, legal, and governance purposes unless applicable law requires restriction.
If published versions conflict, the most recently adopted official version controls. Publication or a later file date cannot replace valid adoption.
The Board of Directors may authorize typographical, grammatical, formatting, citation, numbering, or cross-reference corrections without using the amendment process. A correction must not change legal meaning, intent, interpretation, or substantive effect. The Secretary shall document every correction in the official revision history.
End of Article XXII. Return to the TOC