Founder amendment: Version 4 review
Founders and Mission Amendment 2026-10-23 v4
Version 4 incorporates the latest Council feedback and a review of the full amendment for internal consistency. Versions 2 and 3 are preserved. Voting remains closed pending recorded review and applicable current notice completion.
Download clean Version 4 · Download change summary · Version 3 archive · Version 2 archive · Earlier Version 2-to-3 comparison
Changes from Version 3
Independent acceptance
Council approval, certification, publication and effectiveness do not depend on either founder accepting service. Each founder must separately accept the applicable commitments before personally beginning advisory participation.
Temporary restrictions and emergencies
Ordinary temporary restrictions require prior notice, at least ten days to respond, a recorded majority of all eligible seats and Charter quorum. Emergency measures require two disinterested seated members, notice within two days and Council review within seven days.
Fixed end dates
Temporary restrictions expire within 30 days of initial imposition. One extension of up to 30 days requires two-thirds approval and written necessity findings. The same facts cannot be recycled to create an indefinite suspension.
Reconsideration and evidence
Temporary-measure reconsideration has a 15-day response limit and never extends expiry. Permanent removal retains the two-thirds threshold and 60-day request/review windows, with clearer response, evidence and conflict safeguards.
Factual corrections and attribution
Documented editorial corrections to spelling, dates, biographies and links are permitted when they do not diminish founder attribution or protected rights. Altering founder attribution retains the stronger safeguards.
Protected procedures
Clarifies that Section 5 protects changes to written safeguards; it does not require a separate 75% amendment vote for an individual conduct decision made under Section 6.
Adoption and complete review
States the initial adoption threshold and full seven-day ballot, explicit effectiveness at separately authorized publication, independent acceptance, preservation of prior versions and a consolidated Council feedback/disposition step.
One complete Council review before voting
Please read the entire draft and provide one consolidated response covering the points below. Further questions remain welcome. The goal is to resolve substantive issues together before freezing the ballot text.
Purpose and independence
Confirm the private voluntary purpose, no preferential treatment, unpaid service and independent Council decisions.
Individual service
Confirm each founder accepts personally; either may decline without blocking adoption or the other founder. No inherited rights or extra votes.
Access and mission concerns
Review meeting materials, confidentiality exceptions, discussion deadlines, reasoned responses and extensions.
Conflicts and decision-makers
Identify actual and reasonably apparent conflicts, including commercial or family relationships. Founder beneficiaries do not vote on their own protections.
Conduct and temporary action
Review grounds, who can authorize emergency action, the two-day notice, seven-day review, ten-day response, 30-day expiry and single extension to a 60-day maximum.
Removal and review
Review permanent-removal evidence, two-thirds approval, quorum, written reasons and reconsideration, including what happens when quorum is unavailable.
Corrections and history
Distinguish evidence-supported factual corrections from removal or reassignment of founder attribution.
Protected changes
Confirm the future 75% rule, 30-day notice and anti-evasion protections, without applying them retroactively to initial adoption.
Initial adoption
Confirm current Charter notice, at least five participating eligible stakeholder categories, two-thirds approval of all eligible filled seats, full seven-day voting, certification and separate publication/effectiveness.
Complete disposition
Submit one consolidated response identifying the section, proposed wording, reason and any remaining objection. Record the response to each substantive point; silence is not approval.
Charter and counsel review
Check this supplement alongside Charter A6–A10, A12 and A14. A12 recommends counsel review before material governance changes; record the advice or review basis before proceeding. This editorial review does not represent a completed legal opinion.
The review record must identify circulation dates, the applicable existing notice basis, substantive comments and their disposition, unresolved issues, conflicts and the exact version reviewed. Publishing this checklist does not establish that review is complete.
Marked-up comparison with Version 3
Each changed section shows the complete earlier wording as “Removed” and its complete replacement as “Added.” Unchanged sections remain in the clean proposal.
Continuing founder recognition and advisory service
[Removed] Dale Prax and Marcus Coleman remain publicly identified as Co-Founders regardless of who serves as Chair or Vice Chair. Historical founder recognition does not expire with a leadership or voting-seat term.
Upon formal adoption of this amendment and each founder’s written acceptance, the founders may serve on a Founders’ Advisory Council, an unpaid, nonvoting advisory body outside the fourteen stakeholder seats. This advisory service continues after interim leadership ends while the founder is willing and able to serve, subject to the conduct, confidentiality and conflict safeguards below. It does not extend an interim leadership term or require a founder to retain a voting seat.
The Founders’ Advisory Council exists only while at least one founder is participating under these provisions. If neither founder participates, the advisory body becomes inactive; the Council’s mission protections and the historical record continue. A returning founder may resume participation only subject to the applicable safeguards and any recorded restriction. This creates no successor, inherited right or voting power.
[Added] Dale Prax and Marcus Coleman remain publicly identified as Co-Founders regardless of who serves as Chair or Vice Chair. Historical founder recognition does not expire with a leadership or voting-seat term. Upon formal adoption and effectiveness of this amendment, each founder may begin unpaid, nonvoting service on a Founders’ Advisory Council outside the fourteen stakeholder seats only after that founder’s own written acceptance and the applicable pledge, confidentiality and conflict commitments have been retained. One founder’s acceptance, refusal, delay, resignation or inability to participate does not condition the other founder’s participation, Council adoption or the amendment’s effectiveness. Advisory service continues after interim leadership ends while the founder is willing and able to serve, subject to the safeguards below. It does not extend an interim leadership term or require a founder to retain a voting seat. The Founders’ Advisory Council is active only while at least one founder is participating under these provisions. If neither founder participates, the advisory body becomes inactive; the Council’s mission protections and the historical record continue. A returning founder may resume participation only subject to the applicable safeguards and any recorded restriction. This creates no successor, inherited right or voting power.
Protected mission changes
[Removed] After this amendment takes effect, a proposal to materially change the founding purpose in this amendment, the Council’s independence from commercial interests, the prohibition on preferential treatment, or the founder participation and succession safeguards in this amendment requires at least 75% affirmative approval of all filled, eligible voting seats, rounded up. Any otherwise applicable higher threshold also applies. Abstentions and nonresponses are not affirmative votes. Nonvoting founders and vacant seats do not enter the denominator; valid recusals are documented under the Charter.
For this section, materially change includes deletion, substantial narrowing, expansion, redefinition, replacement or reinterpretation having the effect of altering the meaning, application or intent of a protected provision. It also includes procedural changes that substantially defeat the notice, participation, reasoned-response, conflict or review safeguards supporting that provision. Routine administration or a correction with no such effect is not a material change. The Council shall record the reasons for its classification; a label alone cannot avoid the protected-change procedure.
The existing Charter quorum, stakeholder-category minimum, disclosure and recusal rules continue to apply unless lawfully amended through a separate, effective process. This proposal creates no founding-period quorum waiver. Its 75% rule governs future changes to these listed protections only after adoption; it cannot be used to approve this proposal or bypass the rules currently in force.
The full proposed text, reasons and anticipated effect must be provided to all seated members and to each participating founder at least 30 calendar days before the decision. Founder comments and the Council’s reasoned written disposition, identifying reasons for acceptance, partial acceptance or rejection of substantive recommendations, must be retained with the decision. A founder’s silence, absence or disagreement does not prevent a properly authorized vote after the notice period. Changes to this protected-change procedure itself require the same safeguards.
[Added] After this amendment takes effect, a proposal to materially change the founding purpose in this amendment, the Council’s independence from commercial interests, the prohibition on preferential treatment, or the founder participation and succession safeguards in this amendment requires at least 75% affirmative approval of all filled, eligible voting seats, rounded up. Any otherwise applicable higher threshold also applies. Abstentions and nonresponses are not affirmative votes. Nonvoting founders and vacant seats do not enter the denominator; valid recusals are documented under the Charter. For this section, materially change includes deletion, substantial narrowing, expansion, redefinition, replacement or reinterpretation having the effect of altering the meaning, application or intent of a protected provision. It also includes procedural changes that substantially defeat the notice, participation, reasoned-response, conflict or review safeguards supporting that provision. Routine administration or a correction with no such effect is not a material change. The Council shall record the reasons for its classification; a label alone cannot avoid the protected-change procedure. The existing Charter quorum, stakeholder-category minimum, disclosure and recusal rules continue to apply unless lawfully amended through a separate, effective process. This proposal creates no founding-period quorum waiver. Its 75% rule governs future changes to these listed protections only after adoption; it cannot be used to approve this proposal or bypass the rules currently in force. The full proposed text, reasons and anticipated effect must be provided to all seated members and to each participating founder at least 30 calendar days before the decision. Founder comments and the Council’s reasoned written disposition, identifying reasons for acceptance, partial acceptance or rejection of substantive recommendations, must be retained with the decision. A founder’s silence, absence or disagreement does not prevent a properly authorized vote after the notice period. Changes to this protected-change procedure itself require the same safeguards. This section’s notice and approval requirements govern changes to the written protections, not a properly authorized individual conduct decision under Section 6 or a routine factual correction under Section 8. An individual decision may not be used to rewrite the protections or suspend them generally. A change to a decision threshold, review deadline, emergency limit, recusal safeguard or reconsideration protection in Section 6 is a protected procedural change under this section.
Conflicts, conduct and confidentiality
[Removed] Founders must sign the applicable pledge, confidentiality and conflict commitments and keep disclosures current. A conflicted founder may not deliberate, vote, lobby decision-makers or receive protected deliberative materials for the affected matter. A founder who separately holds a voting seat must disclose the personal interest and recuse from initial adoption of this amendment and any proposal directly granting, expanding, restoring or determining personal advisory rights, compensation, benefits or protections for that founder, whether individually or together with another founder. A general mission or governance proposal does not require recusal merely because its effects are shared with the wider program. Other actual or reasonably apparent conflicts remain subject to the Charter. Disinterested voting members shall determine and record the scope and reasons for recusal; affected founders may disclose facts but do not decide their own conflict. A recusal shall be limited to the affected matter and shall not be used as a blanket exclusion from unrelated governance work.
The Council may restrict or suspend advisory participation for a documented material breach of confidentiality, improper interference with adjudicative, investigative, electoral or confidential processes, retaliation, dishonesty or comparable misconduct. Improper interference means conduct such as coercion, retaliation, unauthorized disclosure, alteration or suppression of evidence, or an attempt to direct an outcome outside the authorized process. Good-faith disagreement, criticism, a mission recommendation, a request for reasons, or use of an authorized review process alone is not improper interference. This protection does not excuse unlawful conduct, disclosure of protected information or another independently established violation.
Permanent removal from the advisory role requires written allegations and supporting findings, a reasonable opportunity to respond, documented recusals, and at least two-thirds approval of eligible seated voting members not involved in the matter, with the applicable quorum. The written decision shall state the findings, reasons, effective date and reconsideration procedure. Any higher applicable rule and other available review rights remain in force. Historical attribution as a Co-Founder is separate from permission to participate or represent the program.
A removed founder may request one reconsideration review in writing within 60 calendar days after receiving the written decision, identifying factual error, a procedural defect, disproportionate action or relevant new evidence. Disinterested Council members shall review the request and issue a reasoned written decision within 60 calendar days after receipt. Original decision-makers are not automatically disqualified solely for that service, but personal involvement in the alleged conduct or another conflict requires recusal under the Charter. The review shall address the stated grounds and record the vote and applicable threshold. Reaffirming permanent removal requires the same quorum and affirmative approval threshold as the original removal. If those requirements cannot be met, the Council shall record that the review is unresolved, promptly obtain any authorized independent assistance and schedule a further properly constituted review rather than treating silence as rejection. A narrowly tailored interim restriction may remain only with written reasons and periodic review. Reconsideration does not automatically stay a documented protective restriction or eliminate any other applicable review right.
[Added] Founders must sign the applicable pledge, confidentiality and conflict commitments and keep disclosures current. A conflicted founder may not deliberate, vote, lobby decision-makers or receive protected deliberative materials for the affected matter. A founder who separately holds a voting seat must disclose the personal interest and recuse from initial adoption of this amendment and any proposal directly granting, expanding, restoring or determining personal advisory rights, compensation, benefits or protections for that founder, whether individually or together with another founder. A general mission or governance proposal does not require recusal merely because its effects are shared with the wider program. Other actual or reasonably apparent conflicts remain subject to the Charter. Disinterested voting members shall determine and record the scope and reasons for recusal; affected founders may disclose facts but do not decide their own conflict. A recusal shall be limited to the affected matter and shall not be used as a blanket exclusion from unrelated governance work. Subject to the authorization, notice and time limits below, the Council may restrict or suspend advisory participation for a documented material breach of confidentiality, improper interference with adjudicative, investigative, electoral or confidential processes, retaliation, dishonesty or comparable misconduct. Improper interference means conduct such as coercion, retaliation, unauthorized disclosure, alteration or suppression of evidence, or an attempt to direct an outcome outside the authorized process. Good-faith disagreement, criticism, a mission recommendation, a request for reasons, or use of an authorized review process alone is not improper interference. This protection does not excuse unlawful conduct, disclosure of protected information or another independently established violation. Except for an emergency measure described below, a temporary restriction or suspension requires a recorded Council decision by more than half of all filled, eligible voting seats, with the applicable Charter quorum and stakeholder-category minimum. An exact half is not a majority. Members personally involved in the alleged misconduct or otherwise conflicted must recuse. Before that decision, the affected founder receives written allegations, the supporting basis subject to lawful confidentiality protections, the proposed scope and duration, and at least ten calendar days to respond. Any withheld evidence must have its category and reason recorded and a meaningful nonconfidential summary provided where practicable. The decision must address the response and state the supporting facts, reasons, scope, start date, expiration date and review route. Restrictions must be proportionate and limited to the demonstrated risk. When delay would create an immediate, documented threat to safety, evidence, confidentiality or program integrity, the disinterested Chair and one other disinterested seated voting member may jointly authorize a narrowly tailored emergency restriction. If the Chair is unavailable, nonvoting or conflicted, two disinterested seated voting members may act. A nonvoting founder or administrator cannot authorize it alone. Written reasons, the affected activities and the start time must be recorded immediately; written notice and the supporting basis must reach the affected founder within two calendar days. Disinterested Council members must review it under the applicable Charter quorum and the temporary-restriction approval threshold within seven calendar days of its initial imposition. Without that recorded approval it expires automatically. The founder must have an opportunity to provide an initial response before that review and at least ten calendar days after the initial notice to submit a full response. A reasoned decision addressing that full response is due within 30 calendar days of the initial imposition. Every temporary restriction expires no later than 30 calendar days after its initial imposition, including any preceding emergency period, unless ended sooner. Before expiry, the Council may approve one extension of no more than 30 additional calendar days, using the same quorum and two-thirds approval of all filled, eligible voting members not involved in the matter, with a written finding of continuing necessity, consideration of the founder’s response, and a fixed decision date. Temporary restrictions based on substantially the same facts may not exceed 60 calendar days in total or be renewed through relabeling, a new allegation restating those facts, or a pending reconsideration. At expiry, advisory participation resumes subject to ordinary, independently applicable conflict and confidentiality limits unless permanent removal has been properly decided. If quorum cannot be met, temporary restrictions expire on schedule; independent assistance may inform the Council but does not supply missing votes or extend deadlines. Any separate legal duty to protect information must be specifically documented and cannot be used as an indefinite suspension of unrelated advisory activities. A founder may request prompt reconsideration of a temporary measure within 15 calendar days of receiving its written decision. Disinterested Council members must issue a reasoned response within 15 calendar days of the request and, in any event, before the measure’s current expiry, applying the same quorum and approval threshold to continuation. The request does not restart or extend any deadline. A written withdrawal or narrowing of a measure may take effect sooner and must be recorded. Permanent removal from the advisory role requires written allegations and supporting findings, access to the supporting basis subject to lawful confidentiality protections, at least ten calendar days after notice to respond, documented recusals, and at least two-thirds approval of eligible seated voting members not involved in the matter, with the applicable quorum. The written decision shall state the conduct established on the balance of the available reliable evidence, findings, reasons, effective date and reconsideration procedure. A finding about conduct does not establish fraud in an original founding claim; Section 8 has its own higher evidentiary standard. Any higher applicable rule and other available review rights remain in force. Historical attribution as a Co-Founder is separate from permission to participate or represent the program. A removed founder may request one reconsideration review in writing within 60 calendar days after receiving the written decision, identifying factual error, a procedural defect, disproportionate action or relevant new evidence. Disinterested Council members shall review the request and issue a reasoned written decision within 60 calendar days after receipt. Original decision-makers are not automatically disqualified solely for that service, but personal involvement in the alleged conduct or another conflict requires recusal under the Charter. The review shall address the stated grounds and record the vote and applicable threshold. Reaffirming permanent removal requires the same quorum and affirmative approval threshold as the original removal. If those requirements cannot be met, the Council shall record that the review is unresolved, promptly obtain any authorized independent assistance and schedule a further properly constituted review rather than treating silence as rejection. Any interim restriction during reconsideration remains subject to the authorization, review and maximum duration below. An unresolved review does not authorize an indefinite temporary exclusion; the original permanent-removal decision remains separately subject to review. Reconsideration does not automatically stay the original permanent-removal decision or an otherwise valid, unexpired protective restriction or eliminate any other applicable review right. For this section, calendar-day periods run from documented receipt of a notice or request, except that emergency and maximum restriction periods run from initial imposition. Notices must be delivered to the founder’s designated contact address with delivery evidence retained; a failed delivery requires prompt alternative reasonable delivery efforts. Any deadline required by law or an otherwise applicable stricter safeguard remains controlling. Procedural administration and recordkeeping may be delegated; reserved Council findings and votes may not.
Historical founder recognition
[Removed] The accurate historical recognition of Dale Prax and Marcus Coleman as Co-Founders is independent of current advisory service, conduct restrictions and voting appointments. It shall not be removed, concealed, recharacterized or reassigned for political disagreement, resignation, incapacity, death or removal from advisory service. This protects historical attribution; it does not require a current endorsement, active-service designation or prominent placement in every communication.
A correction to the original founding attribution requires the affected founder’s written consent or a documented finding, supported by clear and convincing evidence, that the original founding claim was fraudulent. Before such a finding, the affected founder must receive written notice of the proposed correction and supporting basis, a reasonable opportunity to respond, a decision by disinterested members under the applicable quorum and protected-change approval requirements, and the same reconsideration opportunity provided for advisory removal. The original historical record, evidence, response, findings and correction shall be retained. No existing founder’s status or rights may be reassigned to a successor. Applicable legal obligations remain controlling.
[Added] The accurate historical recognition of Dale Prax and Marcus Coleman as Co-Founders is independent of current advisory service, conduct restrictions and voting appointments. It shall not be removed, concealed, recharacterized or reassigned for political disagreement, resignation, incapacity, death or removal from advisory service. This protects historical attribution; it does not require a current endorsement, active-service designation or prominent placement in every communication. Routine corrections to spelling, formatting, dates, biographical facts or links may be made through the normal documented editorial process when supported by reliable evidence and when they do not remove, conceal, diminish, reassign or materially change founder attribution or protected rights. Retain the prior wording, correction, supporting source, date and responsible editor, and notify the affected founder. Disputed facts must be referred for recorded review; an editorial label cannot be used to alter founder status. Changes to founder attribution itself remain subject to the following safeguards. A correction to the original founding attribution requires the affected founder’s written consent or a documented finding, supported by clear and convincing evidence, that the original founding claim was fraudulent. Before such a finding, the affected founder must receive written notice of the proposed correction and supporting basis, a reasonable opportunity to respond, a decision by disinterested members under the applicable quorum and protected-change approval requirements, and the same reconsideration opportunity provided for advisory removal. The original historical record, evidence, response, findings and correction shall be retained. No existing founder’s status or rights may be reassigned to a successor. Applicable legal obligations remain controlling.
Adoption, effective date and implementation
[Removed] This is a proposed Charter supplement, not an adopted rule. Initial adoption requires the notice, quorum, eligible-member approval and conflict process applicable under the Charter and any duly effective amendments at the time of the vote. The founding appointment exception and the separately proposed contested-seat amendment must not be assumed to authorize this different amendment.
Version 3 is a revised review draft following withdrawal of Version 2. Council review and satisfaction of the applicable existing notice requirements must be recorded for this exact version before a new ballot opens. A further substantive edit requires an updated version, renewed circulation and any required renewed notice. No response or vote on an earlier version is carried forward. The 30-day notice provision in the protected-changes section governs future protected changes after adoption; it does not itself establish or waive the notice required for initial adoption.
The adoption record must retain the exact approved text and version, meeting or ballot notice, eligible roster, disclosures, recusals, individual votes, quorum and threshold calculation, minutes or resolution, named certification and separately authorized publication with an effective date. The founders’ written acceptances must also be retained before their advisory participation begins. A website publication, administrative checkbox, founder instruction or vote on a different proposal does not establish adoption.
Use the dedicated Founders and mission amendment workflow to freeze this exact text, confirm the seated roster and founder recusals, open a seven-day ballot when current Charter requirements can be met, and record individual votes. Do not relabel another ballot, edit frozen rules or reuse votes on a different proposal. A valid result requires named certification, both founders’ written acceptances and separately authorized publication. This public proposal page does not itself cast votes or adopt a rule.
This supplement concerns unpaid program advisory service. It does not create a corporate directorship, officership, ownership interest, transferable control right or fiduciary board appointment. A future legal entity or formal board role requires appropriate legal review, fresh written consent and a separate lawful appointment.
[Added] This is a proposed Charter supplement, not an adopted rule. Initial adoption requires the notice, quorum, eligible-member approval and conflict process applicable under the Charter and any duly effective amendments at the time of the vote. The founding appointment exception and the separately proposed contested-seat amendment must not be assumed to authorize this different amendment. Version 4 supersedes the Version 3 review draft following further Council feedback. Preserve Versions 2 and 3, their review material and all ballot and audit history. Council review and satisfaction of the applicable existing notice requirements must be recorded for this exact version before a new ballot opens. Council members should provide one consolidated response covering the complete text, conflicts, proposed changes and any remaining objection; record how each substantive point was resolved before freezing the ballot text. A further substantive edit requires an updated version, renewed circulation and any required renewed notice. Silence is not approval. No response or vote on an earlier version is carried forward. The 30-day notice provision in Section 5 governs future protected changes after adoption; it does not establish or waive the notice required for initial adoption. The adoption record must retain the exact approved text and version, meeting or ballot notice, eligible roster, disclosures, recusals, individual votes, quorum and threshold calculation, minutes or resolution, named certification and separately authorized publication with an explicit effective date. Effectiveness begins on that recorded date, which must be no earlier than the publication authorization. Council adoption, publication and the amendment’s effectiveness do not depend on either founder accepting advisory service. Retain each founder’s own written acceptance and applicable commitments before that founder begins service. A founder’s refusal or delay must not block the other founder’s participation or the continuing mission protections. A website publication, administrative checkbox, founder instruction or vote on a different proposal does not establish Council approval. Use the dedicated Founders and mission amendment workflow to freeze this exact text, confirm the seated roster and founder recusals, and open a seven-day ballot when current Charter requirements can be met. Initial adoption requires at least five participating eligible stakeholder categories, the applicable quorum, and at least two-thirds affirmative approval of all filled, eligible voting members, rounded up, or a higher threshold required by the rules then in force. Abstentions count toward participation and quorum but are not approvals; nonresponses are not approvals; a tie fails. No founding quorum waiver applies. Keep the ballot open for seven full days even if all members respond sooner. Do not relabel another ballot, edit frozen rules or reuse earlier votes. A valid approval result must be certified by a named authorized reviewer; publication and the effective date require a separate named authorization. Record individual founder acceptances separately. This proposal does not itself cast votes or adopt a rule. This supplement concerns unpaid program advisory service. It does not create a corporate directorship, officership, ownership interest, transferable control right or fiduciary board appointment. A future legal entity or formal board role requires appropriate legal review, fresh written consent and a separate lawful appointment. After effectiveness, this supplement controls its specific founder-advisory subjects; the remaining Charter, competition safeguards, lawful confidentiality duties and other program rules continue. If a provision is found unenforceable by a competent authority, the Council shall obtain appropriate advice and pursue any necessary correction through the applicable amendment process; no administrator may silently rewrite the adopted text or use that finding to dispense with independent voting, conflicts or due process.