This Article is an Eternity Clause under Article X of the Articles of Incorporation.
Article XXIV addresses the end of ReDrafting America, which is the ultimate goal of the Nonprofit. Ratification ends the work the RDA was founded to do, and what follows is a different institution: a Museum, an Archive, and a Watchdog. When even those have served their purpose, the Nonprofit will close its doors well. Dissolution is planned for rather than feared and guarded so that it happens at the right time for the right reason. It requires a fully functioning Board, independent review, and a unanimous decision. Whatever assets remain go only to other charities doing compatible work, never to any individual, and gifts given for a specific purpose are honored. The educational work keeps serving the public, and the records are placed with libraries, archives, or museums. Success means no longer being needed. An institution that plans its own ending is the one you can trust while it lasts.
Section 24.1 Voluntary Dissolution
Voluntary dissolution is an extraordinary governance action. Except under the Formation authority, it begins only with a Board Resolution adopted by a majority of Voting Directors or a petition of the Member under 15 Pa.C.S. § 5972(a)(2), which the Board of Directors takes up as a proposal. The proposing resolution or petition must explain the reasons, current financial condition, and reasonable alternatives considered.
The proposing resolution or petition must address assets, liabilities, employees, contracts, records, intellectual property, programs, winding up, and charitable asset distribution. It must identify the legally authorized method for satisfying liabilities. An independent attorney licensed in Pennsylvania shall provide a written opinion identifying required approvals, filings, notices, creditor protections, and liability procedures.
The complete review package must reach every Director by Confirmed Receipt at least thirty days before the vote. It must include the required Artificial Intelligence analyses, legal opinion, and mandatory written review by the Independent Review Panel, or by Independent Counsel when the Panel cannot act. That review must address the proposal, alternatives, and consequences for the Primary Mission and Charitable Purposes. Qualified specialist advice may supplement the review when needed. Any material revision restarts the notice period.
The approval resolution must include written findings that dissolution is necessary, lawful, and consistent with the Board of Directors’ fiduciary duties. The findings must explain why dissolution is preferable to restructuring, merger, affiliation, program suspension, operational transfer, and other reasonable alternatives.
Every eligible Voting Director must vote affirmatively, and the Member must provide written consent. Eligible participation must meet the Quorum Governance threshold before Mission Fulfillment Conversion and, after it, every Mission Fulfillment Board position occupied and participating. The required analyses and reviews do not bind the Board of Directors or replace required approvals.
Voluntary dissolution is also an amendment of every Eternity Clause and requires every Eternity Clause safeguard the Articles of Incorporation require, except that written findings of the Constitutional Review Panel that the Primary Mission has been fulfilled or can no longer lawfully or practically be pursued replace the Preservation Findings. While the Amendment Bridge applies, it governs in place of those safeguards.
The Board of Directors shall not authorize voluntary dissolution during Minimum Governance or while fewer than three Legacy Governance positions are occupied. It may preserve assets and records, obtain advice, address creditors, seek judicial supervision, and perform legally required protective acts. These powers do not authorize voluntary dissolution or discretionary distribution of charitable assets.
Nothing in this Section obstructs court-ordered or administrative dissolution, bankruptcy, insolvency proceedings, or another nonwaivable governmental process. The Board of Directors must protect charitable assets, preserve records, and follow these safeguards to the fullest lawful extent.
Section 24.2 Charitable Asset Distribution
After paying or providing for its liabilities, the Nonprofit shall distribute its remaining assets for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or to the federal government or a state or local government for a public purpose, with preference for purposes most closely aligned with the Nonprofit’s Charitable Purposes. Any assets not so distributed shall be distributed by a court of competent jurisdiction in the county in which the principal office of the Nonprofit is then located, exclusively for those purposes or to organizations organized and operated exclusively for those purposes.
Each distribution must advance the closest practicable purpose aligned with the Nonprofit’s Charitable Purposes. Qualifying purposes include civic education, constitutional literacy, democratic participation, governmental transparency, institutional accountability, human rights, and related educational work.
No remaining charitable asset may inure to the benefit of an Official Representative, donor, other private person, or noncharitable recipient. This restriction does not prohibit lawful payment of liabilities, winding-up expenses, or other enforceable obligations.
Qualified Pennsylvania nonprofit counsel shall supervise the distribution process. The Board of Directors shall complete the following steps in order:
- (a)Inventory all assets, liabilities, restrictions, and proposed winding-up expenses
- (b)Identify and segregate restricted charitable assets before paying general liabilities
- (c)Preserve every donor restriction and use restricted property only as authorized
- (d)Pay or lawfully provide for debts, creditor rights, and winding-up expenses using legally available assets
- (e)Verify each proposed recipient’s eligibility, capacity, acceptance, and intended charitable use
- (f)Obtain required governmental or judicial approval when a restriction has become impossible or impracticable
- (g)Seek cy pres relief or another lawful modification that preserves the donor’s charitable intent as closely as practicable (15 Pa.C.S. § 5547)
- (h)Approve and implement a written asset-transfer plan
- (i)Preserve the complete factual, legal, financial, approval, and transfer record
The Board of Directors may not divert restricted property or use this Section to avoid governmental or judicial review. Every transfer must comply with applicable law, governing restrictions, and the Nonprofit’s governing documents.
Section 24.3 Preservation of Educational Works
The Nonprofit’s Foundational Works and other educational, research, and constitutional materials provide lasting public benefit. Before dissolution, the Board of Directors shall adopt a written plan to preserve these works and maintain public access. These duties apply to the fullest extent permitted by law.
Covered works include, without limitation:
- (a)Constitution v2.0, its revisions, Companion Guides, commentaries, annotations, and explanatory materials
- (b)white papers, research publications, policy analyses, and official organizational publications
- (c)curricula, presentations, training resources, and other instructional materials
- (d)publicly released software, digital platforms, and educational technology
- (e)publicly released audiovisual recordings, podcasts, and multimedia productions
- (f)publicly available historical records of the Digital Constitutional Convention
- (g)other educational or research materials created to advance the Primary Mission
The plan must identify official versions, attribution, version history, ownership, rights, restrictions, and supporting metadata. It must preserve authenticity and distinguish official works from drafts, altered copies, and unofficial materials. The Board of Directors shall select durable and reasonably accessible preservation formats.
The Board of Directors shall place preserved works with qualified repositories when legally and practically feasible. Each repository must demonstrate stability, security, preservation capacity, and support for educational, historical, or scholarly access. Qualified repositories include nonprofit organizations, educational institutions, libraries, archives, and museums.
Each transfer agreement must address custody, access, integrity, intellectual-property rights, and future transfer if the repository can no longer serve. The Nonprofit shall transfer or license the rights reasonably necessary for preservation and authorized public access. The Board should use multiple repositories or preservation copies when practical.
This Section does not require disclosure of confidential, privileged, proprietary, or otherwise legally protected information. The Board of Directors may withhold, restrict, or dispose of materials when required by law. It may also act when reasonably necessary to protect privacy, contracts, cybersecurity, intellectual-property rights, or legitimate third-party interests.
Section 24.4 Preservation of Organizational Records
The Nonprofit’s organizational records have enduring legal, historical, educational, and governance value. Before filing articles of dissolution or relinquishing custody, the Board of Directors shall approve a written records plan. The plan must govern preservation, retention, transfer, access, and lawful disposition.
The plan must appoint a qualified records custodian and state that custodian’s authority, responsibilities, contact information, resources, and succession procedure. The Board of Directors shall provide reasonable funding for required custody, security, access, and lawful disposition after dissolution.
Covered records include, without limitation:
- (a)the Articles of Incorporation and every amendment
- (b)these Bylaws and every prior official version
- (c)Board minutes, resolutions, voting records, and other official governance records
- (d)required meeting recordings and transcripts, including confidential executive-session records
- (e)annual, financial, tax, payroll, grant, donor-restriction, and fundraising records
- (f)contracts, licenses, insurance records, claims, and legal records
- (g)employment and personnel records subject to applicable retention and privacy requirements
- (h)governance policies, standards, official manuals, and material compliance records
- (i)historically significant correspondence, photographs, publications, and materials documenting the Nonprofit’s development
- (j)other records having substantial legal, educational, historical, or archival value
The plan must classify records as permanent, time-limited, confidential, publicly accessible, or scheduled for lawful destruction. It must include an inventory, retention requirements, access restrictions, storage locations, and integrity safeguards. Confidential executive-session records must remain protected under the safeguards governing those recordings.
No record subject to an audit, claim, investigation, litigation hold, or mandatory retention period may be destroyed. Authorized destruction must use secure methods appropriate to the record. The records custodian must document the authority, date, method, and records covered by each destruction.
When legally and practically feasible, the Board of Directors shall transfer permanent records to qualified repositories. Each repository must demonstrate stability, security, preservation capacity, and support for appropriate educational, historical, legal, or scholarly access. Qualified repositories include nonprofit organizations, educational institutions, libraries, archives, and museums.
Each transfer must include a verified inventory, documented chain of custody, applicable restrictions, required access credentials, and responsibility for future preservation. The Board of Directors shall maintain reasonable backup copies and integrity controls until the transfer is verified. The records custodian shall retain evidence of every transfer and lawful destruction.
The Board of Directors may designate records as exceptionally significant because of their connection to the Nonprofit, Constitution v2.0, or the Primary Mission. It shall make reasonable efforts to secure their permanent preservation through appropriate archival institutions.
This Section does not require unlawful preservation or disclosure. The Board of Directors may restrict, withhold, or lawfully destroy records to protect privacy, cybersecurity, legal privilege, donors, whistleblowers, contracts, or legitimate third-party interests.
Section 24.5 Merger and Major Asset Transactions
This Section governs a merger or consolidation involving the Nonprofit. It also governs a sale, lease, exchange, or other disposition of all or substantially all Nonprofit assets. Transactions below that threshold remain subject to their ordinary governing authority.
The Board of Directors may not divide, sequence, or combine related transactions to avoid this Section. Related transactions shall be evaluated according to their collective purpose and practical effect.
Every covered transaction requires a written plan of merger, consolidation, or asset transfer, as applicable. The plan must identify the parties, structure, assets, liabilities, consideration, conditions, timeline, and proposed successor or recipient. It must address employees, contracts, programs, records, intellectual property, Foundational Works, restricted property, and continuing Primary Mission obligations.
The Board of Directors must document due diligence concerning each other party’s legal status, governance, finances, capacity, conflicts, reputation, and mission compatibility. An independent attorney qualified in Pennsylvania nonprofit law shall provide a written legal opinion. Qualified valuation or specialist advice shall be obtained when reasonably necessary.
Every Director must receive the complete review package by Confirmed Receipt at least thirty days before the vote. It must include the transaction plan, due-diligence record, legal opinion, required Artificial Intelligence analyses, and the written review of the Independent Review Panel, or of Independent Counsel when the Panel cannot act. Any material revision restarts the notice period.
The written review must address alternatives, financial fairness, valuation, liabilities, restrictions, conflicts, mission continuity, and the proposed successor or recipient. The review shall be public, subject to lawful confidentiality and redaction safeguards. Required analyses and reviews do not bind the Board of Directors or replace required approvals.
Before voting, the Board of Directors shall adopt written findings that the transaction is necessary or advisable and consistent with its fiduciary duties. The findings must address the Nonprofit’s Charitable Purposes, Mission Preservation Covenants, Mission Permanence and Fidelity, and reasonable alternatives. They must explain how charitable assets, restricted property, Foundational Works, and continuing public benefits will remain protected.
Every eligible Voting Director must vote affirmatively, and the Member must provide written consent. Eligible participation must meet the Quorum Governance threshold before Mission Fulfillment Conversion and, after it, every Mission Fulfillment Board position occupied and participating. All additional notices, approvals, filings, and nonwaivable legal requirements remain cumulative.
Every covered transaction is also an amendment of every Eternity Clause and requires every Eternity Clause safeguard the Articles of Incorporation require, or the Amendment Bridge while it applies.
The Board of Directors shall not authorize a covered transaction during Minimum Governance or while fewer than three Legacy Governance positions are occupied. It may act only as necessary to comply with a nonwaivable governmental or judicial requirement.
No covered transaction may create impermissible private benefit, divert restricted charitable property, or impair enforceable donor restrictions, creditor rights, or other lawful obligations. These protections apply to the transaction as a whole and to every related step.
Section 24.6 Winding Up
After voluntary dissolution is authorized, the Board of Directors shall promptly begin winding up under the approved statutory method and applicable law. Before material implementation begins, the Board of Directors shall approve a written winding-up plan, budget, reserve, and completion schedule. The Board of Directors retains supervision and authority throughout the process.
By Board Resolution, the Board of Directors shall appoint one or more qualified people as dissolution administrators. The resolution must define their authority, responsibilities, reporting duties, compensation, and limits. Each administrator must disclose conflicts and remain subject to the Nonprofit’s conflict-of-interest and compensation rules. The Board of Directors may remove or replace an administrator by Board Resolution.
Under Board supervision, the dissolution administrators shall:
- (a)establish a complete inventory, winding-up budget, reasonable reserve, and task schedule
- (b)secure and preserve assets, records, accounts, insurance, digital systems, and access credentials
- (c)collect amounts owed and liquidate assets when lawfully necessary
- (d)provide required notices and maintain a register of creditors, claimants, disputed claims, and resolutions
- (e)pay or provide for claims, liabilities, taxes, and winding-up expenses according to their lawful priority
- (f)manage the lawful closure or transfer of employment, benefits, contracts, programs, licenses, insurance, and services
- (g)distribute remaining charitable assets under this Article
- (h)implement the approved plans for preserving educational works and organizational records
- (i)prepare and file articles of dissolution, final tax returns, reports, and other required documents in the proper sequence
- (j)maintain a complete accounting and supporting record for every material winding-up action
The administrators shall provide regular written progress and financial reports to the Board of Directors. No administrator may exceed the approved plan or budget without prior Board approval, except when immediate action is legally required.
The Board of Directors shall seek to complete winding up within twelve months after authorization. If additional time is reasonably necessary, it must approve written reasons, an updated accounting, and a revised schedule. Extensions must protect the Nonprofit’s assets, creditors, Charitable Purposes, and legal obligations.
The Board of Directors may seek judicial supervision whenever appropriate. If the Board of Directors cannot provide the supervision required by this Section, it shall promptly seek judicial supervision. Court-ordered or administrative dissolution remains subject to this Article to the fullest lawful extent.
Before declaring completion, the Board of Directors shall approve a final accounting and written completion report. The Independent Review Panel, or Independent Counsel when the Panel cannot act, shall review both documents and report whether the required process was followed. The Board of Directors shall publish the completion report, subject to lawful confidentiality and redaction safeguards. The records custodian shall receive the final accounting, review, report, filings, and supporting winding-up record.
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