Article VI · Governance

The Governance of the Estate.

Ultimate legal authority rests with the Board of Directors. Officers carry out the will of the Board, a Permanent Administrator serves as chief administrative officer, and every decision is measured against the duties of care, loyalty, and obedience.

The Board of Directors

Article VI · §6.1

Composition

No fewer than three and no more than fifteen directors, a majority of whom remain independent of the Estate's operations.

Terms

Directors serve three-year staggered terms, elected by majority vote of the Board.

Meetings

The Board convenes no less than quarterly. An Executive Committee may act between meetings within delegated limits.

Removal

A director may be removed for cause by a two-thirds vote of the Board.

Compensation

Directors serve without compensation. Officers and the Permanent Administrator may receive reasonable, arm's-length compensation.

The Officers

Article VI · §6.2

President

Presides over the Board and speaks for the Estate in its charitable and public affairs.

Vice President

Assumes the duties and authority of the President in the event of vacancy or absence.

Secretary

Keeps the records of the Estate: minutes, resolutions, and the constitutional register.

Treasurer

Oversees the accounts, the annual budget, and the filings of the Estate.

Permanent Administrator

Chief administrative officer of the Estate, administering its authorities and programs day to day.

Standing Committees

Article VI · §6.4

Finance

Reviews the annual budget, the independent audit, and the financial statements of the Estate.

Governance

Maintains the Constitution, the conflict of interest policy, and the composition of the Board.

Compliance

Oversees the Estate's regulatory obligations across payment processing, tax, and health services.

Health Services

Provides oversight of the licensed home health agency and the standards of care it delivers.

Trust & Credit Programs

Reviews the administration of the Educational Non-Cash Trust and the Public Credit Engine.

Fiduciary Duties

Article VII

Duty of Care

Directors, officers, and the Permanent Administrator act with the care an ordinarily prudent person in a like position would exercise.

Duty of Loyalty

Every decision is made in the interest of the Estate. A written conflict of interest policy requires annual disclosure and recusal.

Duty of Obedience

The Estate remains faithful to its charitable and educational purposes and to the law that governs them.

Article VII

Directors serve without compensation. The prohibition on private inurement is absolute and fundamental to the Estate's standing as a public charity.