Governance Review

Constitution and Bylaws

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Draft - Not Adopted

This document is under Founder, legal, and governance review. It has not been approved by the Board of Directors and is not an operative governing document.

Constitution

Draft — Under Review

This document has not yet been formally adopted.

Volume II: Constitution of Florida Principles PAC

Table of Contents

1. [Article I: Authority, Hierarchy, and Construction](#article-i-authority-hierarchy-and-construction) 2. [Article II: Identity and Principles](#article-ii-identity-and-principles) 3. [Article III: Two-Stage Governance Model](#article-iii-two-stage-governance-model) 4. [Article IV: Founder, Director, and Chairperson](#article-iv-founder-director-and-chairperson) 5. [Article V: Board of Directors](#article-v-board-of-directors) 6. [Article VI: Appointments, Vacancies, and Removal](#article-vi-appointments-vacancies-and-removal) 7. [Article VII: Officers and Continuity](#article-vii-officers-and-continuity) 8. [Article VIII: Committees](#article-viii-committees) 9. [Article IX: PAC Membership](#article-ix-pac-membership) 10. [Article X: Meetings, Quorum, and Voting](#article-x-meetings-quorum-and-voting) 11. [Article XI: Financial Governance, Assets, and Compensation](#article-xi-financial-governance-assets-and-compensation) 12. [Article XII: Ethics and Accountability](#article-xii-ethics-and-accountability) 13. [Article XIII: Endorsements](#article-xiii-endorsements) 14. [Article XIV: Records, Transparency, and Publication](#article-xiv-records-transparency-and-publication) 15. [Article XV: Technology, AI, PoliticalPedia, and Profiles](#article-xv-technology-ai-politicalpedia-and-profiles) 16. [Article XVI: Amendments and Administrative Corrections](#article-xvi-amendments-and-administrative-corrections) 17. [Article XVII: Dissolution](#article-xvii-dissolution) 18. [Article XVIII: Emergency Authority and Handover](#article-xviii-emergency-authority-and-handover) 19. [Article XIX: Legal-Review Reservations](#article-xix-legal-review-reservations) 20. [Cross References](#cross-references) 21. [Revision History](#revision-history)

Article I: Authority, Hierarchy, and Construction

Section 1. Function and Hierarchy

This Constitution establishes the proposed internal governance of Florida Principles PAC (the PAC), subject to applicable law and subordinate to the Founding Charter. The internal hierarchy is: (1) Founding Charter; (2) Constitution; (3) Bylaws; (4) Governance Policies; (5) Operational Manuals; (6) Approved Public Governance Publications; and (7) Forms, Templates, Registers, and Records. Higher authority controls lower authority. Lower-level documents and actions cannot amend higher authority expressly or by implication.

Website content, database state, administrative action, software permissions, AI output, operational custom, informal practice, or failure to enforce a provision does not create or amend governance authority.

Applicable law and binding external requirements control. Campaign finance, political-committee registration, statutory campaign treasurer responsibilities, contributions, expenditures, election advertising, disclaimers, reporting, banking or depository requirements, coordination, independent expenditures, tax, employment, privacy, retention, indemnification, entity matters, dissolution, and regulated communications remain subject to Legal & Compliance and qualified-counsel review. Internal titles do not redefine statutory titles or duties.

Section 3. Interpretation and Severability

Same-level provisions shall be reasonably harmonized. If they cannot be harmonized, the more specific provision generally controls the particular matter, subject to higher authority and Legal Review. Genuine conflicts shall be documented and escalated, not resolved through invented authority. If competent authority finds a provision invalid or unenforceable, remaining provisions should be preserved to the extent lawful and architecturally consistent; applying severability requires Legal Review and does not authorize informal rewriting.

Whenever a required fraction or percentage of Directors produces a fractional number, the required affirmative vote shall be rounded upward to the next whole Director and never downward.

Section 4. General Institutional Capacity

Subject to applicable law, the Founding Charter, this Constitution, the Bylaws, reserved powers, approved policies, financial controls, and required approvals, the PAC may manage its affairs; adopt authorized governance and operational documents; appoint authorized leaders and role holders; create authorized committees, advisory groups, and implementation teams; manage lawful resources; conduct civic programs; evaluate candidates and public matters through approved processes; communicate publicly; maintain institutional records; operate civic-information and public-knowledge systems; contract for authorized goods and services; and conduct other mission-consistent activities within lawful authority.

This institutional-capacity clause does not alter the applicable governance stage, transfer reserved powers, lower an approval threshold, or bypass Legal & Compliance review.

Article II: Identity and Principles

Section 1. Institutional Identity

Florida Principles PAC is a Florida civic and political organization committed to principled leadership, responsible civic participation, institutional integrity, public responsibility, and the public interest. This statement describes institutional identity and does not claim a particular legal status.

Section 2. Mission

To strengthen public leadership and civic participation in Florida — putting principles before politics and character before party.

Section 3. Vision

A Florida defined by principled leadership, accountable government, and informed citizens.

Section 4. Institutional Expressions and Principles

The PAC preserves “Principles Before Politics.” and “Character Before Party.” as core identity doctrines and slogans, and “Integrity • Leadership • Service.” as its formal values and motto expression. These expressions are not standalone legal obligations. The PAC is guided by integrity, leadership, service, civic responsibility, public trust, institutional independence, accountable authority, responsible stewardship, appropriate transparency, fair evaluation, human oversight of technology, and institutional continuity.

Section 5. Interpretive Force and Limits

The foundational principles guide interpretation of the Constitution, Bylaws, policies, manuals, approved publications, and governance records. They do not independently override a specific procedure, bypass approval or Legal Review, displace applicable law, create authority not otherwise granted, or amend governance by implication. A specific operative provision controls over generalized aspirational language when necessary to resolve the particular matter consistently with higher authority.

Article III: Two-Stage Governance Model

Section 1. Stages

The PAC has two distinct stages: Founder-led Governance and Board-led Governance. No calendar date automatically causes transition.

Section 2. Founder-led Governance

Before a valid Transition Resolution becomes effective, the Founder serving as Chairperson is the primary strategic and operational authority. The Founder/Chairperson manages ordinary organizational strategy, development, programs, communications, PoliticalPedia implementation relationships, volunteer operations, routine operations, and ordinary expenditures within approved budgets, controls, governing documents, and applicable law.

The Board is a meaningful oversight and decision-making body, not ceremonial. It acts collectively and exercises expressly reserved powers. An ordinary Board majority cannot terminate Founder-led Governance, remove or impair protected Founder authority, or reconstruct governance around the Founder.

Section 3. Board-led Governance

On the effective date of a valid Transition Resolution, the Board becomes the principal institutional governing authority. The Chairperson and Officers manage and execute within Board-approved or delegated authority. Delegation to a Chairperson does not recreate Founder-led Governance. Board-led Governance is permanent and does not automatically revert through temporary absence, acting authority, emergency delegation, or practice.

Section 4. Normal Transition

Normal transition requires: (1) Founder initiation or written consent; (2) Board readiness review; (3) approval by two-thirds of all Directors then serving; (4) a written Transition Resolution; and (5) its stated effective date. Readiness factors may include a functioning Board, governance policies, financial controls, reliable records, operating procedures, succession capability, and institutional capacity; they are not automatic triggers. The record shall preserve Founder consent, readiness materials and determination, the vote, Resolution, and effective date.

Article IV: Founder, Director, and Chairperson

Section 1. Distinct Roles

Founder, Director, and Chairperson are distinct. Founder is a permanent institutional designation, not an elected or appointed office. One person may hold all three roles, but authority arises from the relevant role.

Section 2. Protected Founder-Director Seat

After transition, the Founder retains a protected Founder-Director seat while living, willing, and able to serve under this framework. The Founder-Director has one Board vote, no super-vote, and no ordinary unilateral veto. Ordinary Director term limits do not apply. Ending service as Chairperson does not erase Founder status or automatically end the protected seat. Historical Founder recognition cannot be erased.

Section 3. Accountability

Founder protection is not immunity. The Founder remains subject to applicable law, conflicts and recusals, related-party safeguards, and properly defined extraordinary accountability procedures for proven fraud, unlawful conduct, serious self-dealing, serious governance misconduct, or legally recognized incapacity where applicable.

Good-faith political or strategic disagreement, personality conflict, an unpopular decision, disagreement with a Founder vote, temporary illness, or temporary absence is not by itself incapacity or grounds to eliminate protected rights. Detailed permanent-incapacity procedures belong in a Succession and Continuity Policy and require Legal Review; this Constitution creates no medical standard.

A permanent-incapacity determination does not become effective through an ordinary Board declaration or majority vote, unsupported allegation, temporary condition, or operational-access restriction. It must follow the approved Succession and Continuity process once adopted. That process must address objective evidence, appropriately independent and disinterested review, notice and reasonable opportunity to respond where practicable, temporary versus permanent incapacity, conflicts, documentation, required Legal Review, continuity authority, and resulting governance status. Until that process is approved, permanent incapacity remains an expressly unresolved Governance and Legal Review matter rather than an ordinary Board determination.

Where the Founder has a genuine conflict concerning the Founder’s own material interest, the conflict shall be disclosed, the Founder shall recuse where required, and eligible disinterested decision-makers shall handle and document the matter. A Founder conflict cannot be manufactured to eliminate approval rights. If the existence or scope of the conflict is disputed, appropriately disinterested decision-makers shall determine it through the approved Conflict of Interest or Ethics process; a bare Board assertion is insufficient to permanently eliminate protected Founder authority.

Section 4. Anti-Circumvention

No action may accomplish indirectly what this Constitution or the Bylaws prohibit directly. Protected authority shall not be removed, impaired, suspended, circumvented, or rendered practically ineffective through lower-level documents, Board-size manipulation, strategic vacancies, engineered suspensions or recusals, delayed appointments, delegations, committee or Officer actions, policies, contracts, administrative practices, software permissions, database settings, website language, informal custom, or comparable mechanisms.

This does not invalidate legitimate recusals, vacancies, lawful Board action, fair accountability, or legally required compliance. Its purpose is to prevent manipulation, not create immunity.

A claim that law requires action contrary to ordinary governance protections should, where reasonably practicable, be supported by identifiable legal authority, an authorized compliance determination, qualified legal or compliance advice, or another documented basis appropriate to the circumstances. A bare unsupported assertion does not create governance authority. Nothing in this Constitution requires the PAC to violate controlling law while awaiting internal approval.

Software, database, bank-portal, website, administrative, or communications-platform permissions and credentials do not determine office or governance authority. Wrongful denial of access cannot remove an office or protected authority. Prompt restoration and escalation mechanics belong in continuity and security policies.

Article V: Board of Directors

Section 1. Composition and Collective Authority

The authorized Board shall have three to nine Directors; the initial Board has three. The Board acts collectively. Director status alone does not authorize a person to bind the PAC, contract, spend PAC funds, direct staff or volunteers, issue endorsements or official statements, or exercise executive authority unless separately authorized by an Officer role, Board action, or documented delegation.

Section 2. Board-Size Changes

During Founder-led Governance, changing authorized size within the three-to-nine range requires Founder approval and Board approval. During Board-led Governance it requires two-thirds of all Directors then serving. No size change may circumvent protected rights, thresholds, quorum, or removal protections.

Section 3. Eligibility and Terms

An ordinary Director must be an adult who supports the mission and demonstrates integrity, independent judgment, meaningful participation, and willingness to comply with governance, ethics, conflict, disclosure, and appropriate confidentiality duties. There is no donor, fundraising, party-affiliation, or party-seat requirement. Donations cannot purchase a seat or vote.

Ordinary Directors serve three-year terms and no more than two consecutive terms, for six consecutive years maximum, followed by a one-year break. Initial Founder-appointed Directors follow these rules except the protected Founder-Director. Filling an unexpired term with less than eighteen months remaining does not count as a full term; eighteen months or more counts as one term.

Section 4. Founder-led Reserved Matters

The Board retains oversight and reserved powers over constitutional and Bylaw amendments, dissolution, budget approval and financial oversight, major financial commitments outside delegation, debt or borrowing, extraordinary expenditures, significant long-term commitments, major disposition of PAC-owned assets, related-party transactions, serious ethics or conflict matters involving the Founder, endorsements, major governance policies identified below, and other expressly reserved or extraordinary institutional actions. Operational dollar thresholds belong in Financial Controls Policy.

During Founder-led Governance, Board approval is required for major governance policies materially governing Board authority; the Founder/Board relationship; Director governance; ethics and accountability; conflicts of interest; financial controls; endorsements; succession and continuity; implementation of the Constitution or Bylaws; or another reserved governance matter. The Founder/Chairperson or authorized designee may approve ordinary operational policies, manuals, procedures, workflows, administrative standards, and implementation rules within ordinary executive authority unless higher authority requires Board approval.

During Board-led Governance, the Board approves major governance policies, while the Chairperson and authorized Officers may maintain operational manuals and procedures within delegated authority. No policy may amend the Constitution or Bylaws, eliminate Founder protections, change voting thresholds or Director terms, create new reserved powers, or override higher authority.

Section 5. Collective Risk Oversight

The Board collectively oversees material financial, governance, legal or compliance escalation, continuity, reputational or institutional, and technology or information risk. Individual Directors are not operational risk managers merely by holding office. Operational risk management may be delegated subject to reporting and oversight.

Section 6. Volunteer Service

Directors initially serve without compensation. Approved out-of-pocket PAC expenses may be reimbursed; reimbursement is not compensation. There is no retroactive compensation for prior volunteer service. Prospective compensation for actual separate work may be authorized under conflict and financial controls, but no person approves their own compensation. Founder status creates no salary entitlement.

Article VI: Appointments, Vacancies, and Removal

Section 1. Appointments and Vacancies

During Founder-led Governance, the Founder appoints the initial three Directors, then nominates candidates whom the Board confirms by ordinary majority; the Board cannot fill itself with a person the Founder did not nominate. During Board-led Governance, appointments follow the Bylaws.

Vacancies may arise through resignation, death, expiration, removal, incapacity, loss of eligibility, or creation of an authorized position. A vacancy does not automatically invalidate action if the Board can otherwise function validly. Founder-led vacancies use Founder nomination and Board confirmation; Board-led vacancies are filled by the Board under the Bylaws. Written resignation is effective on its specified date, or receipt if none, and ordinarily cannot be rejected to compel service.

Section 2. Ordinary Director Removal

Objective, documented cause may include material duty breach; serious or repeated ethics or conflict violations; misuse of PAC authority; serious confidentiality breach; fraud or dishonesty affecting PAC responsibilities; persistent failure to perform; repeated unexcused nonparticipation; loss of eligibility; or serious conduct materially affecting PAC responsibilities. Good-faith disagreement about policy, politics, strategy, votes, or direction is not by itself cause.

Removal requires written notice, stated grounds, reasonable response opportunity, eligible and disinterested decision-makers, conflict and recusal safeguards, and a documented decision. It requires two-thirds of the other eligible Directors then serving and, during Founder-led Governance, additional Founder approval unless the Founder is conflicted in the underlying matter. The subject may respond but cannot vote.

Ordinary removal cannot defeat Founder protection. Extraordinary Founder accountability and permanent incapacity are separate, narrow, subject to fair process and Legal Review, and cannot be manufactured from disagreement.

Article VII: Officers and Continuity

Core Officers are Chairperson, Vice Chairperson, Treasurer, and Secretary; additional offices may be created as needed. The Vice Chairperson need not be filled merely to fill a title. Officer status does not create Board membership; an Officer who is a Director has one Director vote.

Officer terms are two years, renewable without a fixed limit. During Founder-led Governance, the Chairperson appoints and removes ordinary Officers. During Board-led Governance, the Board does so. Officer removal does not automatically remove a separate Director seat.

Officers shall act within assigned authority, preserve appropriate records, report material institutional issues, disclose conflicts, support continuity and handover, comply with governing documents, escalate legally or compliance-sensitive matters when appropriate, protect confidential or restricted information, and avoid representing authority they do not possess. Detailed responsibilities belong in role descriptions and Officer policy.

After transition, Chairperson removal requires seventy-five percent of all Directors then serving, advance written notice, stated basis, reasonable response opportunity, and a recorded decision. It does not erase Founder status or automatically remove any Director seat.

During Founder-led Governance, a Founder serving as Chairperson cannot be involuntarily removed or suspended through the ordinary Officer process. Ordinary Board disagreement is insufficient. A Founder resignation from Chairperson must be voluntary, written, and documented; it does not erase Founder status, constitute permanent transition, or become implied from temporary absence.

Ordinary Officer resignation shall be written, state an effective date where possible, and include reasonable handover where practicable. If no date is stated, it is effective upon receipt. Resignation from an Officer role does not remove a separate Director seat, and resignation from a Director seat does not by itself terminate a separate employment or contractual role.

During Founder-led Governance, the Chairperson fills ordinary Officer vacancies. During Board-led Governance, the Board fills them. Temporary acting appointments may preserve continuity but do not create permanent appointments.

The authority holding ordinary appointment and removal power may impose a documented, reasonably limited temporary Officer suspension for a legitimate protective or operational basis, subject to higher protections. During Board-led Governance the Board or properly delegated authority may do so. Suspension is not a final misconduct determination, cannot circumvent Director or Founder rights, and does not suspend a separate Director seat. The special Founder/Chairperson protection above controls during Founder-led Governance.

Officer performance and role needs may be periodically reviewed. Review alone does not change a term or authority without proper action.

Temporary illness, travel, medical treatment, temporary inability, or temporary unavailability may support limited acting authority through the Vice Chairperson, Acting Chair, or another authorized person. It does not terminate Founder-led Governance, trigger Board-led transition, amend the Constitution, dissolve the PAC, permanently transfer or remove Founder authority, create permanent Chair succession, or eliminate protected rights. Extraordinary succession for death, permanent incapacity, resignation from Founder-led authority, legal inability, or another narrowly defined circumstance belongs in a documented Succession and Continuity Policy subject to Legal Review.

The internal Treasurer is distinct from a statutory or campaign treasurer. Internal appointment does not constitute statutory designation. Statutory designation, banking, filing, reporting, campaign-finance, and related duties remain subject to applicable law and Legal & Compliance review.

Article VIII: Committees

No standing committee is mandatory at launch. During Founder-led Governance, the Founder/Chairperson may create operational working groups, advisory groups, and temporary implementation teams within ordinary executive authority. A formal committee exercising Board-delegated governance authority requires Board authorization. During Board-led Governance, the Board creates formal governance committees. Possible formal committees include Endorsement, Finance or Audit, or Ethics and Governance Committees. Each formal charter defines purpose, membership, chair, authority, reporting, records, limits, and dissolution.

Committees may assist, review, investigate, recommend, monitor, or execute delegated work. They are not mini-Boards and may not independently amend governing documents, appoint or remove Directors, dissolve the PAC, approve final endorsements, exercise protected or reserved authority, or spend outside delegation. Membership creates no Director or Officer status.

Article IX: PAC Membership

The PAC may have official PAC Members. Membership is initially free and non-governing. Policy may later establish reasonable dues or fees; joining while free creates no permanent free-membership entitlement.

Members do not automatically become Directors, Officers, governance voters, owners, spokespersons, or agents authorized to bind the PAC, and do not automatically vote on Directors, Officers, endorsements, budgets, expenditures, amendments, or dissolution. Authorized input, surveys, informal polls, events, volunteering, and civic activities confer no governance authority.

A voting electorate requires constitutional amendment. Donations, dues, sponsorship, fundraising, or volunteer support cannot purchase seats, offices, endorsements, votes, or preferential control. Detailed membership administration belongs in policy; good-faith political disagreement alone is not grounds for discipline.

Article X: Meetings, Quorum, and Voting

The Board meets at least quarterly and may meet remotely. During Founder-led Governance, the Founder/Chairperson may call a special meeting. At least one-third of serving Directors may request one. Normal notice is forty-eight hours when reasonably practicable; true emergencies may justify shorter documented notice.

An annual governance-focused review may be held and may occur as part of a regular quarterly meeting. It may review governance effectiveness, policies, risks, Board composition, Officer roles, financial controls, succession readiness, document status, and strategic governance matters; it is not a separate mandatory annual meeting.

Where reasonably practicable, Board agendas should identify decision items, review or discussion items, applicable executive or confidential-session matters, material supporting records, anticipated governance records or actions, and known Legal Review or compliance flags. Agenda omission does not automatically invalidate otherwise valid emergency action.

Quorum is a majority of Directors then serving. Ordinary action requires a simple majority of participating eligible Directors at a properly convened meeting with quorum unless a higher threshold applies. Each Director has one vote; the Chairperson has no casting vote; a tie fails. Abstention and recusal are distinct and documented.

Whenever a fraction or percentage yields a fractional number, affirmative votes are rounded upward to the next whole Director and never downward. For a threshold based on “all Directors then serving,” absence does not change the denominator, and a recused Director normally remains in it because the person remains a Director then serving, although recusal removes participation and voting on the matter. Applicable law, higher authority, or an expressly approved conflict rule requiring different denominator treatment controls. For a rule expressly based on “other eligible Directors then serving,” that specific rule controls. Vacancies, suspensions, recusals, resignations, or delayed appointments shall not be engineered to manipulate protected thresholds; legitimate recusals and vacancies remain valid.

Written or electronic action is permitted if properly documented and higher thresholds are preserved. The record identifies the action, supporting information, participants, votes or consents, conflicts and recusals, result, date, and permanent record. Informal communication alone does not amend governance. Minutes record date/time, attendees, quorum, motions, results, conflicts, recusals, major decisions, material delegations, unresolved material Legal Review or compliance flags where appropriate, material governance records or actions created or authorized, and adjournment without requiring a verbatim transcript. Legitimately confidential and privileged content shall be protected.

Article XI: Financial Governance, Assets, and Compensation

During Founder-led Governance, the Founder/Chairperson has primary ordinary operational financial authority within the approved budget, controls, governance, and law. The Board approves the budget, oversees finances, and decides reserved major matters. During Board-led Governance, the Board controls the budget/framework and the Chairperson manages delegated ordinary operations.

Reserved matters include commitments outside delegation, debt or borrowing, extraordinary expenditures, significant long-term contracts, major disposition of PAC-owned assets, material out-of-budget commitments, and related-party transactions. Dollar thresholds belong in Financial Controls Policy.

PAC funds shall not be commingled with Founder, PoliticalPedia, or another entity’s funds. Related-party transactions are not automatically prohibited but require disclosure, non-self-approval, appropriate recusal, disinterested review, documentation, and controls. Potential related parties include the Founder, Directors, Officers, applicable family-related interests, PoliticalPedia, and entities in which covered persons have material interests; legal definitions require Legal Review. As capacity grows, controls should separate authorization, payment/execution, reconciliation, and review.

Use does not establish ownership. PAC assets remain PAC assets; Founder and PoliticalPedia assets remain theirs unless properly transferred; third-party assets remain licensed. No domain, mark, software, dataset, IP, or account is assigned ownership without evidence. An Asset and IP Register should preserve ownership, license, custody, access, and transfer evidence. PAC dissolution does not automatically dissolve PoliticalPedia.

Article XII: Ethics and Accountability

Material conflicts shall be disclosed. A conflict is not itself wrongdoing; concealment, self-approval, and noncompliance are concerns. Required recusals, disinterested decisions, and outcomes shall be documented. Duties are owed to the PAC mission rather than donors, candidates, parties, outside organizations, or personal businesses. Donations or support cannot purchase governance or endorsements.

Complaint processes shall distinguish allegation from proven misconduct, provide reasonable response opportunity, remove conflicted reviewers, document outcomes, protect good-faith reporting from retaliation, and exclude knowingly malicious or fabricated allegations from protection. Appropriate confidentiality and transparency apply. Detailed procedures for the Founder, Directors, Officers, and other covered persons belong in policy.

Article XIII: Endorsements

Endorsement is distinct from candidate verification, listings or profiles, representative profiles, questionnaires, events, interviews, donations, advertising, PoliticalPedia research, and AI output. None creates automatic endorsement, and the PAC may choose no endorsement.

Evaluation may consider documented qualifications, public record, leadership, conduct, policy positions, legislative or public record, questionnaires, interviews, credible information, and approved criteria. PoliticalPedia and AI may assist factual research; AI does not decide.

Founder-led process is research/due diligence, Founder/Chairperson recommendation, then Board approval. Board-led process is documented evaluation/recommendation, then Board approval. Final endorsement requires two-thirds of all Directors then serving; withdrawal or reconsideration normally uses the same threshold. Narrow policy may permit temporary emergency suspension but not a permanent workaround. Public explanations should be concise and supportable; internal deliberations are not automatically public.

Article XIV: Records, Transparency, and Publication

Institutional records shall be sufficient, as appropriate, to demonstrate authority, appointments, approvals, votes, conflicts, recusals, delegations, policies, meetings, financial approvals, endorsements, ethics or accountability actions, amendments, transition actions, publication status, and other material governance actions. Informal conversation need not become a governance record merely because it occurred.

Institutional information shall, according to its nature and applicable policy, be classified, controlled, versioned, reviewed, protected, retained, corrected, archived, and published through authorized channels where appropriate. Detailed privacy, retention, security, and classification rules belong in policy.

The Transparency Center is the primary public governance hub. Appropriate approved publication may include document status, leadership, financial reports or disclosure information, filing references, endorsement decisions, major disclosures, corrections, and designated records.

Transparency does not make everything public. Board deliberations, private information, non-public donor information, banking/security information, privileged communications, active investigations, confidential endorsement material, drafts, volunteer/member information, credentials, PoliticalPedia internal systems/data, and other legitimately restricted information may be protected.

During Founder-led Governance, the Chairperson or designee may authorize publication after required substantive approval. Board-led publication follows Board policy/delegation. Publication authority is not amendment authority; website publication does not adopt a document. Drafts remain marked draft, not Board approved, not final, and not published or operative.

Article XV: Technology, AI, PoliticalPedia, and Profiles

PoliticalPedia is a separate civic-technology initiative or entity associated with the Founder and intended to be separately organized or registered; this document does not determine its legal form. The PAC is not PoliticalPedia. Services require separate agreements, governance, controls, and related-party safeguards as applicable.

Technology and AI cannot appoint or remove Directors or Officers, approve spending, amend governance, decide endorsements, vote, or make final legal/compliance determinations. Humans govern; technology assists. Civic factual systems should prioritize authoritative sources, distinguish sourced facts from AI explanation, avoid manufacturing official facts, offer corrections and Report an Issue mechanisms, and preserve human accountability. Secret ideological or political-loyalty scoring shall not govern the PAC.

PoliticalPedia factual representative information, PAC representative/politician profiles, and candidate/campaign profiles are distinct. Authoritative sources control official facts; a separately labeled statement cannot rewrite them. Profile, listing, verification, or research is not endorsement. An incumbent may appear in both systems.

Article XVI: Amendments and Administrative Corrections

A proposed substantive constitutional amendment shall identify exact proposed language or a clear redline, rationale, affected provisions, identity implications, governance dependencies, conflict analysis, Legal Review flags, implementation implications, versioning, archive or supersession treatment, and publication-readiness implications, as appropriate. This support package does not apply to a genuinely non-substantive administrative correction.

During Founder-led Governance, constitutional amendment requires advance written notice with exact language, Board review, seventy-five percent of all Directors then serving, and Founder final written approval. Board proposals cannot take effect without that approval.

During Board-led Governance, amendment requires the same notice and seventy-five-percent threshold. The Founder has no general veto. While the Founder is living, willing, and able, an amendment materially diminishing expressly protected Founder rights also requires Founder written consent. Historical status cannot be erased and the protected seat cannot be indirectly eliminated.

Governance is not amended by custom, habit, longstanding practice, website content, software, database state, informal agreement, failure to enforce, or convenience.

Typographical, formatting, numbering, citation, cross-reference, hyperlink, grammatical, or other non-substantive errors may be corrected without formal amendment or advance public notice if meaning, authority, rights, responsibilities, procedures, thresholds, structure, and substantive effect do not materially change. Corrections remain traceable. Administrative correction cannot alter authority, rights, duties, eligibility, terms, thresholds, procedures, structure, Founder protections, or meaning. Substantive changes follow amendment, review, approval, version-control, and publication procedures. Ordinary website maintenance is distinct from controlled-document amendment.

Article XVII: Dissolution

Dissolution is a last resort requiring a written Dissolution Resolution; temporary operational or financial difficulty is not dissolution. Founder-led voluntary dissolution requires Founder written approval and seventy-five percent of all Directors then serving. Board-led voluntary dissolution requires that Board threshold and, while protected Founder rights apply, Founder written consent; after protection no longer applies, only the Board threshold applies. Legal consequences, filings, records, creditors, and asset disposition require Legal Review.

Article XVIII: Emergency Authority and Handover

Emergency authority may operate within existing authority to protect people, PAC assets, records, financial access, legal rights, deadlines, technology, and basic continuity. It must be documented and promptly reviewed. It cannot work around constitutional or permanent Bylaw amendment, voluntary dissolution, permanent transition, protected Founder rights or positions, final endorsement approval, or permanent disposition of major assets without the normal process.

Departing role holders shall, as applicable, transfer PAC records, return PAC property and credentials, transfer knowledge, identify pending matters, preserve records, and cease claiming current authority. Personally owned property is not transferred merely through PAC use. PAC records remain PAC records on personal devices/accounts, subject to privacy and law.

Article XIX: Legal-Review Reservations

Indemnification, defense, and advancement of expenses require Legal Review. The PAC may consider legally permitted, properly approved protection for persons acting in good faith within authorized duties, but this draft creates no definitive right and does not protect intentional misconduct, fraud, knowing unlawful conduct, or unauthorized self-dealing.

Subject to Legal Review, Directors and Officers may reasonably rely in good faith on information or advice from qualified Treasurers, accountants, attorneys, compliance professionals, technology specialists, subject-matter experts, or other advisers. This creates no statutory liability protection or final standard of care.

Cross References

  • Volume I: Founding Charter
  • Volume III: Bylaws
  • Volume IV: Governance Policies
  • Volume V: Operational Manuals
  • Volume VI: Public Governance Publications
  • Institutional Identity Framework
  • Constitutional Foundation Program
  • Governance Infrastructure Program
  • Institutional Integrity and Accountability Program
  • Democratic Decision and Endorsement Governance Program
  • Financial Stewardship and Internal Controls Program
  • Information, Records and Digital Governance Program
  • Succession and Continuity governance materials

Bylaws

Draft — Under Review

This document has not yet been formally adopted.

Volume III: Bylaws of Florida Principles PAC

Purpose, Authority, and Scope

These Bylaws implement the Constitution through practical rules for the Board, Officers, committees, membership, meetings, decisions, finances, appointments, vacancies, transition, records, and amendments. They apply internally to covered roles and bodies. They do not create campaign-finance, statutory treasurer, tax, employment, banking, filing, or other legal rules.

Applicable law and the Founding Charter control the Constitution; the Constitution controls these Bylaws; these Bylaws control policies, manuals, approved publications, forms, templates, registers, and records. Lower-level sources, technology, custom, or failure to enforce cannot amend higher authority.

Definitions

  • All Directors then serving: Every occupied Director seat at the relevant time. Absence does not reduce the denominator. A legitimate vacancy is not an occupied seat; recusal does not automatically remove a serving Director from a threshold unless higher authority or legally reviewed conflict rules require otherwise.
  • Board-led Governance: The stage beginning on the effective date of a valid Transition Resolution.
  • Founder: The permanent institutional designation recognized under the Constitution, distinct from Director and Chairperson.
  • Founder-led Governance: The stage before a valid Transition Resolution becomes effective.
  • Ordinary majority: More than half of participating eligible Directors at a properly convened meeting with quorum, unless stated otherwise.
  • PAC Member: A non-governing member unless the Constitution is deliberately amended to establish a voting electorate.
  • Transition Resolution: The written record completing the constitutional normal-transition process.
  • Fractional threshold: Whenever a required fraction or percentage produces a fractional number, the required affirmative vote is rounded upward to the next whole Director and never downward.

Article I: General Governance Rules

1.1 Institutional Alignment

Administration shall reflect the constitutional mission and vision; the core identity doctrines and slogans “Principles Before Politics.” and “Character Before Party.”; the formal values and motto expression “Integrity • Leadership • Service.”; and the PAC’s institutional principles. These identity expressions do not independently create legal obligations.

1.2 Two-Stage Administration

During Founder-led Governance, the Founder/Chairperson is the primary strategic and operational authority and the Board exercises genuine oversight and reserved powers. During Board-led Governance, the Board is the principal institutional governing authority and Officers execute within approved or delegated authority. No ordinary resolution, delegation, practice, or emergency action changes the applicable stage.

1.3 Anti-Circumvention and No Amendment by Practice

No action may indirectly accomplish what higher governance prohibits directly. Board size, vacancies, suspensions, recusals, delayed appointments, committees, delegations, Officer action, contracts, policy, administrative practice, software, databases, websites, or custom shall not be engineered to defeat protected authority, quorum, thresholds, removal safeguards, or Founder rights. Legitimate vacancies, recusals, lawful action, accountability, and legal compliance remain valid.

Custom, habit, longstanding practice, informal agreement, technology state, website content, failure to enforce, or convenience does not amend governance.

Actions shall be documented through minutes, resolutions, delegations, disclosures, registers, or other authoritative records. Legal-sensitive questions identified by the Constitution require Legal & Compliance or qualified-counsel review; internal role names do not determine statutory status.

A claim that law requires action contrary to ordinary governance protections should, where reasonably practicable, be supported by identifiable legal authority, an authorized compliance determination, qualified legal or compliance advice, or another documented basis appropriate to the circumstances. A bare unsupported assertion creates no governance authority, but nothing in these Bylaws requires violation of controlling law while internal approval is pending.

Operational access controls do not determine governance authority. Wrongful denial of software, database, bank-portal, website, administrative, or communications credentials cannot remove an office or protected authority and shall be promptly escalated under continuity and security policy.

Article II: Board Composition, Eligibility, and Terms

2.1 Composition and Initial Board

The Board has no fewer than three and no more than nine Directors. The initial authorized size is three. It acts collectively. Individual Director status does not authorize contracting, spending, staff or volunteer direction, endorsements, official statements, or executive action without a separate Officer role, Board action, or documented delegation.

2.2 Size Changes

During Founder-led Governance, changing authorized size within the constitutional range requires Founder approval and ordinary Board approval. During Board-led Governance it requires two-thirds of all Directors then serving. The resolution shall state the resulting authorized size and cannot circumvent protected governance.

2.3 Eligibility

An ordinary Director must be an adult, support the mission, exercise integrity and independent judgment, participate meaningfully, and agree to governance, ethics, conflicts, disclosures, and appropriate confidentiality. No donation, fundraising, party affiliation, or party allocation is required. A contribution cannot purchase a seat or vote.

2.4 Ordinary Terms

Ordinary terms are three years. No ordinary Director may serve more than two consecutive terms, totaling no more than six consecutive years, without a one-year break. Initial Founder-appointed Directors are subject to this rule except the protected Founder-Director.

When filling an unexpired term, service of less than eighteen months does not count as one of the two full consecutive terms; service of eighteen months or more counts as one term. Appointment records shall state beginning and ending dates and whether partial service counts.

2.5 Founder-Director

After transition, the Founder holds the protected Founder-Director seat while living, willing, and able under the Constitution. The seat has one vote, no super-vote, no ordinary unilateral veto, and no ordinary term limit. It is not eliminated by ending Chairperson service or by ordinary removal, size change, vacancy manipulation, or lower-level action.

2.6 Volunteer Status, Expenses, and Separate Work

Directors initially serve as uncompensated volunteers. Properly approved out-of-pocket PAC expenses may be reimbursed and are not compensation. Prior volunteer service cannot be compensated retroactively. Actual separate work may be compensated prospectively under approved financial and conflict controls. Nobody approves their own compensation; Founder status alone creates no salary.

Article III: Appointments, Vacancies, Resignations, and Removal

3.1 Founder-led Appointments

The Founder appoints the initial three Directors. Afterward, the Founder submits a documented nomination; the Board reviews eligibility and conflicts and confirms by ordinary majority. The Board cannot independently seat a nominee not nominated by the Founder.

3.2 Board-led Appointments

During Board-led Governance, the Board may nominate and appoint an eligible person by ordinary majority after documented review, unless a higher rule applies. The Board shall preserve independence, eligibility, authorized size, and anti-circumvention safeguards.

For Directors, Officers, formal committee leadership, advisers, staff leadership, volunteer leadership, and other material delegated roles, review may consider as applicable competence, role fit, capacity, integrity, conflicts, required independence, institutional alignment, ability to perform, confidentiality or security implications, and governance eligibility. No political-party or donor test applies.

Material appointment and delegation records shall identify as applicable the person, role, authority, effective date, term or duration, reporting relationship, material limitations, conflicts or disclosures, and records or handover duties. These requirements apply proportionately and do not require excessive documentation for trivial volunteer assignments.

3.3 Vacancies and Resignations

Vacancy events include resignation, death, term expiration, removal, incapacity, loss of eligibility, or creation of an authorized seat. A vacancy does not invalidate action if lawful governance function, quorum, and applicable thresholds remain possible. Founder-led vacancies use Founder nomination and Board confirmation; Board-led vacancies use Section 3.2.

Resignation shall be written and is effective on its stated date or upon receipt if none is stated. It ordinarily cannot be rejected to force continued service. The Secretary records receipt and resulting vacancy.

Temporary or interim appointments shall identify scope, authority, limits, start date, expected expiration or review point, and records or handover responsibility. Interim service cannot permanently bypass the normal appointment process.

3.4 Ordinary Director Removal Grounds

Defined grounds are material governance-duty breach; serious or repeated ethics or conflict violations; misuse of PAC authority; serious confidentiality breach; fraud or dishonesty affecting PAC responsibilities; persistent failure to perform Board responsibilities; repeated unexcused nonparticipation; loss of eligibility; or serious conduct materially affecting PAC responsibilities. Evidence and materiality shall be documented. Good-faith disagreement concerning policy, politics, strategy, governance votes, or direction is not by itself cause.

3.5 Ordinary Director Removal Procedure

The subject receives written notice and stated grounds, reasonable time and opportunity to respond, and consideration by eligible disinterested decision-makers. Conflicts and recusals are documented. The subject may provide a response but cannot vote. Removal requires two-thirds of the other eligible Directors then serving. During Founder-led Governance it also requires Founder approval unless the Founder is conflicted in the underlying matter. The decision and basis shall be recorded.

A Founder conflict cannot be manufactured to eliminate approval rights. A genuine conflict involving the Founder’s own material interest requires disclosure, recusal where required, disinterested decision-making, and documentation. If the conflict itself is disputed, appropriately disinterested decision-makers shall determine it through the approved Conflict of Interest or Ethics process; a bare assertion is insufficient to permanently eliminate protected authority.

Ordinary removal cannot eliminate the protected Founder-Director seat. Extraordinary Founder accountability or permanent incapacity follows the Constitution and a legally reviewed Succession and Continuity Policy.

Article IV: Officers

4.1 Offices and Board Status

Core Officers are Chairperson, Vice Chairperson, Treasurer, and Secretary. Additional offices may be created when needed. The Vice Chairperson may remain vacant until needed. Officer status does not create Board membership; a Director-Officer has one Director vote.

4.2 Terms, Appointment, and Removal

Officer terms are two years and renewable without a fixed term limit. During Founder-led Governance, the Chairperson appoints and removes ordinary Officers. During Board-led Governance, the Board does so by ordinary majority except where a higher rule applies. Records shall state role, authority, term, reporting, conflicts, and handover duties. Officer removal does not automatically remove a separate Director seat.

Officers shall act within assigned authority, preserve appropriate records, report material institutional issues, disclose conflicts, support continuity and handover, comply with governing documents, escalate legally or compliance-sensitive matters when appropriate, protect confidential or restricted information, and avoid representing authority they do not possess.

An Officer resignation shall be written, state an effective date where possible, be documented, and include reasonable handover where practicable. If no date is stated, it is effective upon receipt. Officer resignation does not remove a separate Director seat; Director resignation does not by itself terminate a separate employment or contractual role.

During Founder-led Governance, the Chairperson fills ordinary Officer vacancies. During Board-led Governance, the Board fills them. A temporary acting appointment is permitted for continuity but does not create permanent appointment.

The authority possessing ordinary appointment and removal power may impose a documented temporary Officer suspension for a legitimate protective or operational basis, limited to what is reasonably necessary and subject to higher protections. During Board-led Governance, the Board or properly delegated authority may do so. Suspension is not a final misconduct determination, cannot circumvent Director or Founder rights, and does not suspend a separate Director seat. Section 4.3 controls when the Officer is the Founder/Chairperson during Founder-led Governance.

Officer performance and role needs may be periodically reviewed. Review alone does not alter a two-year term or existing authority unless proper action is taken.

4.3 Chairperson

During Founder-led Governance, the Founder/Chairperson exercises the ordinary strategic and operational authority assigned by the Constitution. During Board-led Governance, the Chairperson executes Board-approved or delegated authority and presides as authorized. The Chairperson has no second or casting Director vote.

After transition, Chairperson removal requires seventy-five percent of all Directors then serving, advance written notice, a stated basis, reasonable response opportunity, and a recorded decision. It does not erase Founder status or automatically remove any Director seat.

During Founder-led Governance, a Founder serving as Chairperson cannot be involuntarily removed or suspended through the ordinary Officer process, and ordinary Board disagreement is insufficient. A resignation from Chairperson by the Founder must be voluntary, written, and documented. It does not erase Founder status, cause permanent transition, or arise by implication from temporary absence.

4.4 Vice Chairperson and Acting Authority

The Vice Chairperson supports continuity and may exercise limited acting authority when documented. An Acting Chair or other authorized person may be used for temporary illness, travel, medical treatment, temporary inability, or temporary unavailability. Acting authority expires under its terms and cannot terminate Founder-led Governance, cause Board-led transition, constitutional amendment, dissolution, permanent transfer or removal of protected authority, permanent Chair succession, or elimination of Founder rights.

4.5 Treasurer

The internal Treasurer supports financial governance, records, controls, budget reporting, and separation of duties. This role is distinct from a statutory or campaign treasurer. Internal appointment does not make a statutory designation or invent filing, banking, reporting, or campaign-finance duties.

4.6 Secretary

The Secretary supports notices, minutes, resolutions, registers, appointment and resignation records, document control, and preservation of authoritative governance records.

4.7 Other Officers

Additional Officers, including an executive role, exercise only documented authority consistent with the applicable governance stage and cannot displace Board-reserved or protected authority.

Article V: Board Powers and Decisions

5.1 Founder-led Reserved Matters

The Board decides or participates as constitutionally required in amendments, dissolution, budget approval, financial oversight, commitments outside delegated authority, debt or borrowing, extraordinary expenditures, significant long-term commitments, major disposition of PAC-owned assets, related-party transactions, serious Founder ethics or conflict matters, endorsements, authorized Board size, major governance policies, and other expressly reserved extraordinary actions.

Major governance policies materially governing Board authority, the Founder/Board relationship, Director governance, ethics or accountability, conflicts, financial controls, endorsements, succession or continuity, constitutional or Bylaw implementation, or another reserved matter require Board approval. The Founder/Chairperson or authorized designee may approve ordinary operational policies, manuals, procedures, workflows, administrative standards, and implementation rules within ordinary executive authority unless higher authority requires Board approval.

5.2 Board-led Authority

After transition, the Board is the principal governing authority and establishes strategy, budget, frameworks, delegations, and oversight consistent with protected Founder rights and higher governance.

The Board approves major governance policies. The Chairperson and authorized Officers may maintain operational manuals and procedures within delegated authority. No policy may amend the Constitution or Bylaws, eliminate Founder protections, change voting thresholds or Director terms, create reserved powers, or override higher authority.

The Board collectively oversees material financial, governance, legal or compliance escalation, continuity, reputational or institutional, and technology or information risk. Individual Directors are not operational risk managers merely by holding office; operational risk management may be delegated with appropriate reporting.

5.3 Delegation

Delegations shall identify source, recipient, scope, limits, duration or review point, reporting, financial authority, and revocation. Delegation does not transfer reserved authority, amend governance, or change stages.

Article VI: Meetings, Notice, Quorum, and Voting

6.1 Regular and Special Meetings

The Board meets at least quarterly. Remote meetings are permitted. During Founder-led Governance, the Founder/Chairperson may call a special meeting. At least one-third of Directors then serving may submit a written request identifying the purpose. The appropriate presiding or administrative Officer shall arrange the meeting reasonably promptly.

An annual governance-focused review may be held as a separate meeting or within a regular quarterly meeting. It may consider governance effectiveness, policies, material risks, Board composition, Officer roles, financial controls, succession readiness, document status, and strategic governance matters. It is not an additional mandatory annual meeting.

6.2 Notice

Special-meeting notice should be at least forty-eight hours when reasonably practicable and identify decision items. A true emergency may use shorter notice if circumstances and reasons are documented. Required amendment notices are not displaced by this section.

Where reasonably practicable, agendas should identify decision items, review or discussion items, executive or confidential-session matters where applicable, material supporting records, anticipated governance records or actions, and known Legal Review or compliance flags. Omission does not automatically invalidate otherwise valid emergency action.

6.3 Quorum and Ordinary Voting

Quorum is a majority of Directors then serving. Ordinary action is approved by a simple majority of participating eligible Directors at a properly convened meeting with quorum, unless higher authority requires more. Each Director has one vote. The Chairperson receives no casting vote. A tie fails.

6.4 Abstention, Recusal, and Denominators

An abstaining Director remains eligible but declines to vote; a recused Director is excluded from decision participation to the extent required by applicable conflict rules. Both are recorded. When a threshold is based on all Directors then serving, absence does not reduce the denominator and a recused Director normally remains in it because the person remains a Director then serving. Applicable law, higher authority, or an expressly approved conflict rule requiring a different denominator controls. A rule expressly based on “other eligible Directors then serving” applies its specific denominator. No vacancy, suspension, recusal, resignation, or delayed appointment may be engineered to manipulate a protected threshold. Legitimate events remain valid.

6.5 Written or Electronic Action

Written or electronic action is allowed if the record identifies the motion or action, supporting information, participants, each vote or consent as appropriate, conflicts and recusals, result, date, and permanent record. Any higher threshold remains applicable. Informal communication alone is not Board action and does not amend governance.

6.6 Minutes

Minutes record date/time, attendees, quorum, motions, votes and results, conflicts, recusals, major decisions, appropriate delegated actions, unresolved material Legal Review or compliance flags where appropriate, material governance records or actions created or authorized, and adjournment. They need not be verbatim and shall protect legitimately confidential or privileged content.

Article VII: Committees

7.1 Creation and Optional Status

No standing committee is required at launch. During Founder-led Governance, the Founder/Chairperson may create operational working groups, advisory groups, and temporary implementation teams within ordinary executive authority. A formal committee exercising Board-delegated governance authority requires Board authorization. During Board-led Governance, the Board creates formal governance committees. Possible formal committees include an Endorsement Committee, Finance or Audit Committee, Ethics and Governance Committee, or another body when needed. Examples are not mandates.

7.2 Charter and Limits

Each formal committee has a written charter stating purpose, membership, chair, authority, reporting, records, limits, and dissolution. Committees may assist, review, investigate, recommend, monitor, or perform delegated work but are not mini-Boards.

No committee independently amends the Constitution or Bylaws, appoints or removes Directors, dissolves the PAC, gives final endorsement approval, exercises protected or reserved authority, or spends beyond delegation. Membership does not create Director or Officer status.

Article VIII: PAC Membership and Participation

8.1 Initial Membership

Official PAC Membership is initially free and non-governing. A later policy may impose reasonable prospective dues or fees; free enrollment creates no permanent entitlement.

8.2 No Automatic Governance Rights

Membership does not automatically make a person a Director, Officer, governance voter, owner, spokesperson, or agent and creates no automatic vote on Directors, Officers, endorsements, budgets, expenditures, amendments, or dissolution. Input, surveys, informal polls, events, volunteering, civic activity, and other participation do not confer governance authority.

8.3 Controls and Future Electorate

Donations, dues, sponsorship, fundraising, or volunteer support cannot purchase seats, offices, endorsements, votes, or preferential control. A voting-membership electorate requires constitutional amendment. Membership Policy may address eligibility, categories, applications, conduct, suspension, and termination, but good-faith political disagreement alone is not grounds for discipline.

Article IX: Financial Administration and Related Parties

9.1 Stage-Based Authority

During Founder-led Governance, the Founder/Chairperson manages ordinary finances within the approved budget, controls, governance, and law; the Board approves the budget, oversees finances, and decides reserved major matters. During Board-led Governance, the Board controls the budget and framework and the Chairperson manages delegated ordinary operations.

No arbitrary dollar threshold is created here. Financial Controls Policy shall define operational thresholds for commitments outside delegation, debt, extraordinary expenditures, significant long-term contracts, major PAC-owned asset disposition, material out-of-budget commitments, and related-party transactions.

9.2 Separation, Controls, and Compensation

PAC funds shall not be commingled with Founder, PoliticalPedia, or other entity funds. As capacity grows, authorization, payment/execution, reconciliation, and review should be separated. Approved expense reimbursement is not compensation. Compensation for actual separate work must be prospective and properly approved; nobody approves their own compensation.

A covered person shall disclose their own material financial interest and shall not self-approve. Eligible disinterested Directors review and approve as required, with recusals and rationale documented. This applies to the Founder and other Directors or Officers. PAC/PoliticalPedia financial arrangements shall be documented and treated as related-party matters where appropriate. A related-party transaction is not automatically prohibited; statutory definitions require Legal Review.

9.4 Asset and IP Register

The PAC should maintain an Asset and IP Register documenting actual ownership, licenses, custody, access, and transfers. Use alone transfers no ownership. PAC, Founder, PoliticalPedia, and third-party assets retain documented ownership unless properly transferred. No specific asset is assigned ownership without evidence.

Article X: Ethics and Accountability Procedures

Material conflicts shall be disclosed; conflicts are not automatically wrongdoing. No one approves their own financial interest. Required recusal, disinterested review, confidentiality, appropriate transparency, and decisions shall be documented.

Complaints shall receive fair review. An allegation is not proven misconduct. The subject receives a reasonable response opportunity; conflicted reviewers are removed or recused; outcomes are recorded; good-faith reporting is protected from retaliation; knowingly malicious or fabricated allegations are not protected. Detailed standards belong in Ethics and Conflict of Interest Policies.

Founder accountability uses these protections but extraordinary action against protected status must satisfy the Constitution, due process, Succession and Continuity Policy where applicable, and Legal Review.

Article XI: Endorsements

11.1 Distinctions and Evaluation

Verification, listing, representative or candidate profiles, questionnaires, events, interviews, donations, advertising, PoliticalPedia research, and AI output are not endorsements. The PAC may choose no endorsement. Evaluation may use documented qualifications, public record, leadership, conduct, positions, legislative/public record, questionnaires, interviews, credible information, and approved criteria.

11.2 Stage-Based Process and Threshold

During Founder-led Governance, research and due diligence precede a Founder/Chairperson recommendation and Board decision. During Board-led Governance, a documented evaluation or recommendation precedes Board decision. Final approval requires two-thirds of all Directors then serving. Withdrawal or reconsideration normally requires the same threshold.

Narrow Endorsement Policy may permit temporary emergency suspension pending prompt review, but cannot create permanent withdrawal by workaround. AI may assist research but cannot decide. Public explanations should be concise and factually supportable; deliberative materials are not automatically public.

Article XII: Founder Transition and Emergency Succession

12.1 Readiness Review and Resolution

There is no automatic date. The Founder initiates or provides written consent; the Board reviews readiness factors; two-thirds of all Directors then serving approve; and a written Transition Resolution states an effective date. The Secretary preserves consent, review materials and determination, vote, Resolution, and effective date.

12.2 Permanent Effect

Board-led Governance begins on the effective date and does not automatically revert. Ordinary delegation after transition is not reversion.

12.3 Emergency Succession

Death, permanent incapacity, resignation from Founder-led authority, legal inability, or another narrowly defined extraordinary circumstance is separate from normal transition. Political or Board disagreement, strategic disagreement, personality conflict, unpopular strategy, temporary illness, travel, medical treatment, temporary inability, temporary absence, unsupported allegation, ordinary Board declaration or majority vote, or software or access restriction does not establish permanent incapacity.

No permanent-incapacity determination becomes effective except through the approved Succession and Continuity process once adopted. That process must address objective evidence, appropriately independent and disinterested review, notice and reasonable response opportunity where practicable, temporary versus permanent incapacity, conflicts, documentation, required Legal Review, continuity authority, and resulting governance status without inventing a medical standard. Until approved, permanent incapacity remains an expressly flagged Governance and Legal Review matter rather than an ordinary Board determination.

Article XIII: Emergency Authority

Emergency action may operate within existing authority to protect people, PAC assets, records, financial access, legal rights, deadlines, technology, and basic continuity. It shall be documented and promptly reviewed.

It cannot bypass constitutional or permanent Bylaw amendment, voluntary dissolution, permanent transition, protected Founder rights, permanent removal of protected positions, final endorsement approval, or permanent transfer or disposition of major assets unless the normal required process is completed.

Article XIV: Records, Transparency, Publication, and Handover

14.0 Governance Records and Information Lifecycle

Institutional records shall be sufficient, as appropriate, to demonstrate authority, appointments, approvals, votes, conflicts, recusals, delegations, policies, meetings, financial approvals, endorsements, ethics or accountability actions, amendments, transition actions, publication status, and other material governance actions. Informal conversation need not become a governance record merely because it occurred.

Institutional information shall, according to its nature and applicable policy, be classified, controlled, versioned, reviewed, protected, retained, corrected, archived, and published through authorized channels where appropriate. Detailed privacy, retention, security, and classification rules belong in policy.

Controlled governance documents shall maintain as applicable a title, document ID, version, status, owner, required reviewers, approval authority and status, legal-review status, effective date where applicable, revision history, dependencies and cross-references, publication status, superseded status, and archive treatment. Detailed implementation belongs in the Document Control Policy and Standard. Website publication alone is not adoption.

14.1 Transparency and Restricted Information

The Transparency Center is the primary public governance hub. Approved governance status, leadership, appropriate financial reports and filing references, endorsement decisions, disclosures, corrections, and designated records may be published. Publication does not require disclosure of deliberations, private or donor information, banking/security data, privileged communications, active investigations, confidential endorsement material, drafts, volunteer/member data, credentials, PoliticalPedia internal systems/data, or legitimately restricted information.

14.2 Publication Authority

During Founder-led Governance, the Chairperson or designee may authorize publication after required substantive approval. During Board-led Governance, publication follows Board policy or delegation. Publication is not adoption or amendment. Website presence does not make a draft operative.

14.3 Handover

Departing Directors, Officers, staff, volunteers, and delegates shall, as applicable, transfer PAC records, return PAC property and access credentials, transfer institutional knowledge, identify pending matters, preserve required records, and cease claiming current authority. This does not require transfer of personally owned property. PAC records remain PAC records even when temporarily on personal devices/accounts, subject to privacy and law.

Article XV: PoliticalPedia and Technology Boundary

PoliticalPedia is a separate civic-technology initiative or entity associated with the Founder and intended to be separately organized or registered; no final legal form is declared. The PAC and PoliticalPedia are not the same. Services require separate agreements, governance, financial controls, and related-party safeguards.

Technology and AI cannot appoint or remove governance roles, approve spending, amend governance, decide endorsements, vote, or make final legal/compliance determinations. Humans govern. Authoritative sources should support civic facts, sourced facts should be distinguished from AI explanation, corrections and Report an Issue mechanisms should exist, and no secret ideological or loyalty score may control governance.

Official representative facts, PAC representative/politician profiles, and candidate/campaign profiles are distinct. A separately labeled statement cannot rewrite authoritative records. Listing, profile, verification, or dual incumbent/candidate appearance is not endorsement.

Article XVI: Bylaw Amendments and Administrative Corrections

16.1 Amendments

At least seven days’ written notice shall include exact proposed language or a clear redline. During Founder-led Governance, amendment requires two-thirds of all Directors then serving and Founder written approval. During Board-led Governance it requires two-thirds of all Directors then serving. Bylaws cannot amend the Constitution. Emergency urgency does not authorize permanent circumvention.

A proposed substantive Constitution or Bylaw amendment shall identify, as appropriate, exact language or a clear redline, rationale, affected provisions, identity implications, governance dependencies, conflict analysis, Legal Review flags, implementation implications, versioning, archive or supersession treatment, and publication-readiness implications. This support package does not apply to a genuinely non-substantive administrative correction.

16.2 Administrative Corrections

Typographical, formatting, numbering, citation, cross-reference, hyperlink, grammatical, or other non-substantive errors may be corrected without formal amendment or advance public notice only if meaning, authority, rights, responsibilities, procedures, thresholds, structure, and substantive effect do not materially change. The correction shall be traceable.

Administrative correction cannot alter authority, rights, duties, eligibility, terms, thresholds, procedures, structure, Founder protections, or substantive meaning. Substantive changes follow amendment, approval, review, version-control, and publication procedures. Ordinary website-content updates do not amend controlled Bylaws.

Article XVII: Dissolution

Voluntary dissolution requires a written Dissolution Resolution. During Founder-led Governance it requires Founder written approval and seventy-five percent of all Directors then serving. During Board-led Governance it requires that Board threshold plus Founder written consent while protected Founder rights apply; afterward, the Board threshold applies. Temporary difficulty is not dissolution. Legal consequences, filings, creditors, records, and asset disposition require Legal Review, and PAC dissolution does not automatically dissolve PoliticalPedia.

Article XVIII: Legal-Review Reservations

Indemnification, defense, and expense advancement require Legal Review. The PAC may consider legally permitted, properly approved protection for authorized good-faith service, but these Bylaws create no definitive right and do not protect intentional misconduct, fraud, knowing unlawful conduct, or unauthorized self-dealing.

Subject to Legal Review, Directors and Officers may reasonably rely in good faith on information or professional advice from qualified Treasurers, accountants, attorneys, compliance professionals, technology specialists, subject-matter experts, or other advisers. This creates no statutory liability protection or final standard of care.

  • Volume I: Founding Charter
  • Volume II: Constitution
  • Volume IV: Governance Policies
  • Board, Officer, Committee, Membership, Ethics, Conflict of Interest, Financial Controls, Endorsement, Records, Privacy, Transparency, and Succession and Continuity governance materials
  • DOCUMENT_STANDARD.md
  • DOCUMENT_STATUS.md
  • MASTER_INDEX.md