Founder amendment: what changed
Founders and Mission Amendment 2026-10-23 v3
Version 2 was withdrawn for revision. No original text, responses or audit history were deleted. Version 3 is superseded by Version 4 and cannot reopen for voting. New voting requires recorded Council review and satisfaction of applicable notice requirements. This proposal provides unpaid nonvoting advisory participation, not a corporate office or a guaranteed voting seat.
Download clean Version 3 · Download change summary · Original Version 2 archive
Change summary
Meaning of material change
Defines changes to meaning, application or intent, including procedures that substantially defeat protected safeguards.
Timely discussion
Next regular meeting ordinarily; no later than the second regular meeting and 90 days. One documented extension of up to 30 days requires disinterested Council approval.
Reasoned responses
Requires reasons, a response within 30 days after discussion, and a defined investigation path ending within 60 days.
Baseline governance access
Same regular and special meeting notices, agendas, approved minutes and nonprivileged governance materials, with specific conflict, privilege, privacy and legal exceptions recorded.
Narrower interference standard
Protects good-faith disagreement and criticism while identifying improper interference with protected processes.
Removal and reconsideration
Written findings and a 60-day window to request reconsideration, a reasoned review, conflict safeguards and no silent rejection.
Recusal balance
Requires recusal for direct personal benefits to either or both founders; general mission effects alone do not create blanket exclusion.
Advisory body continuity
Body becomes inactive when neither founder participates; mission protections and historical attribution continue without inherited founder rights.
Historical recognition
Separates founder attribution from active service and protects against political erasure while providing a documented correction process.
Fresh review and vote
Separate Version 3, recorded review and applicable notice completion, new seven-day ballot, no carried-over votes, certification and separate publication.
Unchanged safeguards
No additional seat, vote, veto, automatic appointment, unrestricted confidential access or corporate ownership interest. Initial voting thresholds are unchanged.
Marked-up comparison
Removed text is struck through and marked “Removed.” Added text is underlined and marked “Added.” Unchanged wording stays plain. Sections with no text changes are omitted here and remain in the clean proposal.
Continuing founder recognition and advisory service
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 [Removed] seat.[Added] 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.
A defined and continuing voice
[Removed] Each [Added] Unless an identified conflict, legal privilege, personal privacy obligation or other specific legal restriction applies, participating [Removed] founder receives [Added] founders shall receive the [Added] same notices of all regular [Added] and special Council [Removed] meeting notices, agendas [Added] meetings, agendas, approved minutes and [Added] nonprivileged governance materials [Removed] appropriate [Added] distributed to [Added] voting members, at the [Removed] advisory role; [Added] same time. They may attend and speak on non-conflicted [Removed] matters; [Added] governance matters and [Removed] may submit written recommendations and proposed agenda items concerning the mission, standards and long-term direction. [Added] This is a baseline right to governance information, not access to confidential individual application, investigation, appeal or election records. Any withheld item must have its category and reason recorded, with a nonconfidential explanation provided to the affected founder. A redacted copy or useful nonconfidential summary shall be provided where practicable without defeating the restriction.
The Chair [Removed] must [Added] shall acknowledge a written mission concern and [Added] ordinarily place it on the next regular meeting [Removed] agenda, or provide [Added] agenda. Discussion must occur no later than the second regular Council meeting following submission and, in any event, within 90 calendar days of submission. If the regular meeting schedule would miss that limit, a [Removed] written scheduling explanation. [Added] properly noticed special meeting shall be arranged. Extraordinary circumstances may justify one extension of no more than 30 calendar days, approved by disinterested voting members and documented with specific reasons and a discussion date. Repeated administrative deferrals do not extend the deadline. Urgent concerns may be [Removed] considered [Added] addressed sooner at a properly noticed special [Removed] meeting.
[Added] meeting. These participation rights apply to every regular and special meeting conducted under the Charter and do not reduce any existing meeting or notice requirement.
The Council [Removed] records [Added] shall record the recommendation, its consideration and [Added] a reasoned written response in the [Removed] minutes. [Added] minutes or an accompanying resolution. The response [Added] must identify the reasons for acceptance, partial acceptance or rejection of each substantive recommendation concerning a protected provision or the Standard’s mission. A bare acknowledgment or unexplained rejection does not satisfy this requirement. A response shall be issued within 30 calendar days after discussion; if further investigation is necessary, it shall state the questions remaining, the responsible reviewer and a final response date no more than 60 calendar days after discussion. The Council may disagree with a founder. [Removed] Founder consultation [Added] Consultation does not require founder consent and does not authorize intervention in an individual application, investigation, appeal or election. [Removed] Access to confidential material remains limited to an authorized need to know; this [Added] This amendment does not itself grant an admin account or unrestricted access to applicant records.
Protected mission changes
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.
[Added] 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 [Added] reasoned written [Removed] disposition [Added] 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.
Conflicts, conduct and confidentiality
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 [Removed] also [Added] separately holds a voting seat must disclose the personal interest and recuse from initial adoption of this amendment [Added] and any proposal directly granting, expanding, restoring or [Removed] a [Added] determining personal advisory rights, compensation, benefits or protections for that founder, whether individually or together with another founder. A general mission or governance proposal [Removed] granting [Added] does not require recusal merely because its effects are shared with the wider program. Other actual or [Removed] expanding that founder’s own rights. The recusal and its basis must be recorded; other [Added] reasonably apparent conflicts remain subject to the [Removed] Charter.
[Added] 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, [Removed] interference, [Added] improper interference with adjudicative, investigative, electoral or confidential processes, retaliation, dishonesty or comparable misconduct. [Added] 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. [Added] The written decision shall state the findings, reasons, effective date and reconsideration procedure. Any higher applicable rule and [Added] other available review rights remain in force. Historical attribution as a Co-Founder is separate from permission to participate or represent the [Removed] program.[Added] 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.
Succession and continuity
Advisory participation is personal, voluntary and nontransferable. A founder may resign in writing, pause participation or cease participating because of incapacity or death. The remaining founder may continue independently; no family member, employer, purchaser, heir or designee inherits the founder’s advisory rights, a voting seat or control of the program. If both founders are no longer participating, the [Added] Founders’ Advisory Council is inactive and the Council continues to protect the written founding purpose and may appoint independent, nonvoting mission advisers through a recorded, conflict-screened process for defined terms. Such advisers do not become founders or inherit founder rights. The protected-change requirements continue regardless of whether either founder is available.
Historical founder recognition
[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. 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
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. [Added] 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.