ARTICLE III. PARTICIPATION

Section 76. Membership or Memberless Governance Structure

76.1 Membership Structure Determination. The Corporation shall be governed according to the membership or memberless structure established by applicable law, the Articles or Certificate of Incorporation, this Bylaw, and the competent adoption records of the Corporation. The Board shall maintain the authority and duty to determine, record, preserve, and, where lawful, amend the Corporation’s membership structure in a manner consistent with the Corporation’s United States nonprofit status, public-benefit purposes, tax-exempt or tax-exempt-compatible posture, non-distribution character, non-execution perimeter, role-separation discipline, public authority boundaries, finance boundaries, certification and procurement boundaries, sponsor non-control, provider neutrality, safeguards, validity-by-record, and correctionability.

The Corporation may operate as a memberless nonprofit corporation where permitted by governing law and the Articles or Certificate, or it may maintain one or more classes of statutory members where such members are expressly created by law, the Articles or Certificate, this Bylaw, or a duly adopted governance instrument. No person, institution, participant, supporter, subscriber, donor, sponsor, funder, provider, host, public authority participant, advisor, fellow, observer, contractor, volunteer, technical contributor, repository participant, controlled-room participant, council participant, working group participant, public authority room participant, or Nexus-interface participant shall be treated as a statutory member unless the competent record expressly grants such status.

The Corporation shall not allow ambiguity in membership structure to create governance risk. Where uncertainty exists as to whether the Corporation has statutory members, voting members, non-voting members, non-statutory participants, supporters, subscribers, affiliates, or other participant categories, the Secretary, an authorized officer, or the Board shall cause the matter to be reviewed and recorded. Pending such review, no person shall exercise member voting rights, inspection rights, approval rights, removal rights, nomination rights, amendment rights, dissolution rights, or other statutory member rights unless such rights are clearly established by competent law and record.

76.2 Memberless Governance Where Permitted by Governing Law. Where the Corporation is established or maintained as a memberless nonprofit corporation, the Board shall be the central governing authority of the Corporation, subject to applicable law, the Articles or Certificate, this Bylaw, fiduciary duties, reserved matters, and any approval rights that cannot lawfully be waived. In a memberless structure, governance shall be exercised through Board action, officer delegation, committee charters, policies, protocols, schedules, registers, and other lawful instruments adopted under this Bylaw, and not through informal constituencies, participants, donors, sponsors, subscribers, providers, public authorities, or Nexus-interface actors.

A memberless structure shall not prevent the Corporation from maintaining broad participation, stakeholder engagement, supporter programs, subscriptions, fellowships, advisory councils, Helix Councils, public authority forums, technical working groups, community forums, Indigenous and Tribal interface structures, research networks, controlled rooms, repository contributor systems, Academy programs, or public-good participation mechanisms. Such mechanisms shall be participation structures only unless a competent record expressly provides otherwise.

In a memberless structure:

a) participants may advise, contribute, support, review, learn, comment, attend, collaborate, or access approved materials only within their recorded capacity;

b) supporters, subscribers, donors, sponsors, funders, providers, hosts, and enterprise actors shall not obtain governance rights by payment, support, access, contribution, visibility, or technical participation;

c) public authorities shall not obtain internal governance rights by attendance, official capacity, observer status, regulator-listening status, public finance reader status, data contribution, tabletop participation, public authority room participation, or public statement;

d) advisory bodies, committees, councils, working groups, panels, competence cells, and controlled-room bodies shall not become member bodies unless expressly and lawfully constituted as such; and

e) no person shall claim membership rights, voting rights, fiduciary status, authority to bind the Corporation, or power to direct institutional outputs merely because the Corporation uses participatory, federated, open, public-good, or multi-stakeholder language.

76.3 Statutory Member Structure Where Adopted or Required. Where the Articles or Certificate, governing state nonprofit corporation law, a Board-approved amendment, or another competent legal instrument creates statutory members, the Corporation shall maintain such statutory membership only in accordance with the governing instrument, applicable law, this Bylaw, and the membership records of the Corporation. Any statutory member structure shall state clearly:

a) the class or classes of members;

b) eligibility criteria;

c) admission authority;

d) rights, duties, limitations, and termination conditions;

e) voting rights, if any;

f) approval rights required by law or governing instruments;

g) inspection or information rights, if any;

h) meeting, notice, quorum, proxy, written consent, and electronic participation rules, if any;

i) conflict, independence, anti-capture, and recusal obligations;

j) fee, dues, waiver, suspension, resignation, termination, and reinstatement rules;

k) public claims, name-use, and status-claim limits; and

l) records, register, correction, and closeout requirements.

A statutory member structure shall be designed and administered so that membership does not compromise the Corporation’s public-benefit purpose, nonprofit character, non-distribution, tax posture, independence, evidence integrity, research integrity, methods integrity, public-safe publication discipline, data / AI / cyber controls, public authority boundaries, finance boundaries, certification and procurement boundaries, provider neutrality, sponsor non-control, safeguards, validity-by-record, or correctionability.

No statutory member, whether voting or non-voting, shall have authority to require the Corporation to issue or suppress evidence, alter research conclusions, approve a method, publish or withdraw a report, certify a technology, recognize a participant, declare finance-readiness, approve procurement, prefer a provider, grant public authority access, control a repository, alter a technical baseline, direct a public authority interface, override safeguards, or exercise enterprise execution.

76.4 Board-Governed Nonprofit Structure. The Corporation shall be a Board-governed nonprofit institution unless and only to the extent that governing law, the Articles or Certificate, or this Bylaw expressly grants defined rights to members or another competent body. The Board shall retain responsibility for governance, fiduciary oversight, mission lock, strategy, budget, reserved matters, legal compliance, tax compliance, nonprofit compliance, records integrity, officer oversight, committee oversight, public authority boundary discipline, finance-boundary discipline, data / AI / cyber governance, research integrity, public-safe publication, safeguards, anti-capture discipline, and Nexus role separation.

The Board-governed structure shall protect the Corporation from capture by any constituency, including donors, sponsors, funders, providers, hosts, public authorities, universities, laboratories, investors, insurers, lenders, national companies, Project SPVs, enterprise actors, technical contributors, high-visibility participants, public figures, advisors, fellows, working groups, councils, or informal leadership circles. Participation may inform the Corporation; it shall not govern the Corporation unless lawfully converted into governance authority by competent record.

The Board may create advisory and participation structures to ensure broad legitimacy, technical depth, community sensitivity, public authority learning, public-good alignment, and Nexus interoperability. Such structures shall remain subordinate to the Board, this Bylaw, the Articles or Certificate, and applicable law, and shall operate only within their recorded authority.

76.5 Distinction Between Statutory Members and Non-Statutory Participants. The Corporation shall maintain a clear distinction between statutory members, if any, and non-statutory participants. A statutory member is a person or body that has been granted legally recognized membership status under applicable law, the Articles or Certificate, this Bylaw, or a recorded admission instrument. A non-statutory participant is any person or body that participates in, supports, attends, accesses, contributes to, advises, funds, sponsors, hosts, observes, or collaborates with the Corporation without being granted statutory member status.

Non-statutory participants may include, without limitation, supporters, subscribers, donors, sponsors, funders, grantors, providers, hosts, contractors, vendors, advisors, fellows, observers, volunteers, technical contributors, repository participants, public authority participants, university participants, laboratory participants, community participants, Indigenous and Tribal interface participants, civil society participants, media participants, working group participants, council participants, committee invitees, controlled-room participants, clean-room participants, data-room participants, evidence-room participants, no-download-room participants, Academy participants, and Nexus-interface participants.

The Corporation shall not allow terms such as “member,” “partner,” “affiliate,” “supporter,” “participant,” “delegate,” “observer,” “advisor,” “fellow,” “contributor,” “maintainer,” “node,” “hub,” “cell,” “council member,” “forum member,” “network member,” “ecosystem member,” “public authority member,” “industry member,” “academic member,” or “community member” to create statutory member status unless the record expressly states that such status is statutory membership. Where needed, the Corporation shall use qualifiers such as “non-statutory,” “non-voting,” “participant,” “supporter,” “subscriber,” “advisory,” “technical,” “public authority participant,” or “controlled-room participant” to prevent legal confusion.

76.6 Distinction Between Voting Members, Non-Voting Members, Supporters, Subscribers, Donors, Sponsors, Fellows, Advisors, Public Authority Participants, Technical Contributors, Providers, Hosts, and Observers. The Corporation shall maintain separate categories, records, permissions, duties, and limitations for voting members, non-voting members, supporters, subscribers, donors, sponsors, fellows, advisors, public authority participants, technical contributors, providers, hosts, observers, and other participants. Each category shall be governed by its own status, admission criteria, rights, duties, access class, public-claim rules, conflict rules, confidentiality rules, data / AI / cyber rules, safeguards rules, termination rules, and records.

For avoidance of doubt:

a) a voting member, if any, has only the voting rights expressly provided by law, the Articles or Certificate, this Bylaw, or a competent membership instrument;

b) a non-voting member, if any, has no voting rights unless expressly provided by competent record;

c) a supporter provides mission-compatible support but does not thereby obtain governance rights;

d) a subscriber receives defined access or learning benefits but does not thereby obtain governance rights;

e) a donor contributes funds or property but does not thereby obtain control, outcome rights, access rights, or governance rights;

f) a sponsor supports an activity under a sponsorship instrument but does not thereby obtain content control, governance control, research control, public authority access, provider preference, recognition, certification, finance-readiness, or procurement advantage;

g) a fellow, advisor, observer, or expert may contribute knowledge or advice but does not thereby become an officer, director, agent, fiduciary, spokesperson, or decision-maker;

h) a public authority participant participates only in the recorded capacity assigned and does not thereby confer public authority status, official adoption, procurement approval, funding approval, public finance approval, regulatory approval, emergency authority, public warning authority, or sovereign obligation;

i) a technical contributor, developer, maintainer, or repository participant contributes within technical, IP, data, cyber, repository, and secure-release controls and does not thereby obtain institutional governance authority; and

j) a provider, vendor, host, contractor, national company, Project SPV, investor, insurer, lender, or enterprise actor remains within the enterprise or support role recorded and does not thereby acquire public-good governance authority.

76.7 No Informal Membership by Participation. No person shall become a statutory member, voting member, non-voting member, fiduciary, director, officer, agent, representative, delegate, or governance participant by informal participation. Attendance at meetings, contribution to discussions, participation in working groups, service on advisory bodies, use of collaboration platforms, attendance at Nexus Universe or Academy activities, participation in public authority learning, participation in controlled rooms, submission of comments, use of public-good software, contribution to a repository, or public association with the Corporation shall not create membership status.

Participation may be recorded for governance, access, confidentiality, conflict, safety, data, cyber, public authority, finance-boundary, certification-boundary, procurement-neutrality, safeguards, public-safe publication, or correction purposes, but such participation record shall not create statutory membership unless the record expressly grants that status through competent authority.

Where a person or institution publicly claims membership based on informal participation, the Corporation may require correction, withdrawal, takedown, retraction, limitation language, access restriction, suspension, termination, public clarification, or legal response.

76.8 No Membership by Donation Alone. A donation, gift, contribution, bequest, pledge, matching gift, donor-advised grant, charitable contribution where lawful, non-charitable contribution, unrestricted support, restricted support, in-kind contribution, public-good infrastructure contribution, cloud credit, compute credit, data contribution, facility contribution, professional service contribution, or other support shall not create membership status unless a separate lawful membership instrument expressly grants such status.

Donor acknowledgment, listing, recognition of support, naming acknowledgment, report acknowledgment, event acknowledgment, website acknowledgment, public-good support acknowledgment, or grant reporting shall not create membership status, voting rights, governance rights, public authority access rights, controlled-room rights, technical-release rights, publication rights, veto rights, or institutional influence rights.

Any donor-facing language shall distinguish clearly between donor status and membership status. Where the Corporation offers both membership and donation mechanisms, the Corporation shall classify each payment, benefit, acknowledgment, receipt, tax statement, and public reference according to the competent record and applicable tax and nonprofit rules.

76.9 No Membership by Sponsorship Alone. Sponsorship shall not create statutory membership, voting rights, governance rights, fiduciary authority, access rights, public authority access, research influence, publication veto, provider preference, certification, recognition, finance-readiness, procurement advantage, Nexus-compatible status, Docket status, Grid status, public legitimacy status, or any authority to bind or direct the Corporation.

A sponsor may receive only those acknowledgment, access, visibility, reporting, or participation benefits expressly approved under a sponsorship agreement and lawful under this Bylaw. Sponsorship benefits shall be limited, public-safe, tax-reviewed where applicable, anti-capture reviewed, and subject to correction.

No sponsorship package, event prospectus, public-good support invitation, program deck, fundraising communication, public report, public statement, website page, or public authority material shall describe sponsorship in a manner that implies membership, governance control, public authority approval, provider status, certification, recognition, finance-readiness, or procurement advantage.

76.10 No Membership by Subscription Alone. Subscription to publications, dashboards, Academy materials, technical libraries, methods libraries, benchmarking libraries, repository updates, newsletters, public-safe reports, controlled access materials, public authority learning materials, or other subscription products or services shall not create statutory membership or governance rights unless a competent record expressly grants membership status.

A subscriber may receive access, notice, learning, publication, or program benefits only within the subscription terms, access classification, data / AI / cyber controls, confidentiality rules, public-safe claim rules, and applicable law. Subscription status shall not create voting rights, member inspection rights, fiduciary status, officer status, advisory authority, public authority status, certification, recognition, finance-readiness, procurement advantage, provider preference, sponsor control, or authority to speak for the Corporation.

Subscription records shall classify the relationship accurately for tax, nonprofit, access, privacy, cybersecurity, public-safe publication, and support records purposes.

76.11 No Membership by Attendance Alone. Attendance at any meeting, event, briefing, webinar, workshop, training, Academy session, fellowship session, public authority learning session, simulation, tabletop exercise, after-action learning session, public forum, community session, Indigenous or Tribal interface session, technical working group, committee meeting, council meeting, Helix Council session, expert panel, controlled room, clean room, evidence room, data room, public authority room, no-download room, repository meeting, Nexus Universe activity, or public-safe publication discussion shall not create membership status.

Attendance records may establish that a person was present, received materials, accepted confidentiality obligations, participated in a defined capacity, had access to certain information, or became subject to conduct and public-claim duties. Attendance records shall not establish governance rights unless the person separately holds such rights under competent record.

The Corporation may require every attendance record for sensitive or public-facing activities to state the participant’s capacity and to include limitation language where necessary to prevent overclaim.

76.12 No Membership by Public Authority Participation Alone. Participation by a public authority, public official, public employee, contractor to a public authority, regulator, emergency-management actor, public health actor, public safety actor, public infrastructure operator, public finance reader, public procurement actor, Tribal government participant, Indigenous government participant, territorial authority, local authority, utility authority, port authority, or other public-sector participant shall not create membership status unless the public authority is lawfully admitted as a member under a competent membership instrument and such admission is consistent with applicable public authority law, ethics rules, procurement rules, public records rules, open meetings rules, grant rules, and this Bylaw.

Public authority participation shall be governed by capacity classification. Each public authority participant shall be recorded, as applicable, as official-capacity, observer, regulator-listening, public finance reader, emergency-management learning participant, public infrastructure operator, technical learning participant, contractor-capacity, academic-capacity, personal-capacity, or another recorded capacity.

Public authority participation shall not create:

a) public authority delegation to the Corporation;

b) official adoption of the Corporation’s outputs;

c) public warning or emergency command authority;

d) regulatory approval or compliance safe harbor;

e) procurement approval, vendor selection, funding approval, public finance approval, grant approval, public-private partnership, or sovereign obligation;

f) public endorsement, recognition, certification, finance-readiness, or Nexus-compatible status; or

g) statutory membership or internal governance authority by implication.

76.13 No Membership by Technical Contribution Alone. Technical contribution to the Corporation’s public-good software, repositories, schemas, APIs, SDKs, dashboards, datasets, models, benchmark assets, test harnesses, documentation, methods, technical baselines, observability systems, AI systems, cyber tools, AI-RAN methods, O-RAN methods, DePIN methods, DLT or blockchain methods, digital twin methods, geospatial tools, Earth observation tools, or other technical assets shall not create membership status.

Technical contributors may receive contributor status, developer access, maintainer access, repository access, attribution, issue participation, pull-request participation, technical review status, or other recorded technical role only under applicable contributor terms, license terms, data rules, AI-use rules, cyber rules, confidentiality terms, export-control and sanctions controls, secure-release procedures, conflict disclosures, and public-safe claim limits.

No contributor, developer, maintainer, open-source participant, repository participant, technical reviewer, model reviewer, red-team participant, or technical working group participant shall acquire authority to alter institutional meaning, approve controlled vocabulary, certify outputs, approve procurement, recognize participants, determine finance-readiness, bind the Corporation, or override safeguards merely by technical centrality, authorship, code ownership, repository permission, administrator access, or expertise.

76.14 No Membership by Repository Access, Data-Room Access, Controlled-Room Access, Program Access, Academy Access, or Working Group Access Alone. Access to a repository, data room, controlled room, clean room, evidence room, no-download room, public authority room, program, Academy offering, fellowship, challenge, lab, working group, drafting group, advisory group, Helix Council, Leadership Council, committee meeting, technical forum, public authority learning environment, Nexus interface, or other Corporation environment shall not create membership status.

Access is a permission, not a governance right. Access may be time-limited, purpose-limited, role-limited, material-limited, revocable, conditional, confidential, public-safe, non-transferable, non-sublicensable, non-representative, and subject to monitoring, logging, correction, suspension, termination, deletion, sealing, archival, or secure disposal requirements.

The Corporation shall maintain access records distinguishing:

a) view access;

b) comment access;

c) contribution access;

d) administrative access;

e) maintainer access;

f) controlled-room access;

g) data-room access;

h) public authority room access;

i) no-download access;

j) publication-review access;

k) committee or advisory access;

l) Academy or learning access; and

m) any other access class adopted by the Corporation.

No access class shall be described as membership unless membership status is separately and lawfully granted.

76.15 Governance Rights Only by Articles, Bylaw, Board Resolution, Member Resolution Where Applicable, or Recorded Admission Instrument. Governance rights in the Corporation shall arise only from applicable law, the Articles or Certificate, this Bylaw, a duly adopted Board resolution, a member resolution where members exist and member action is required or permitted, or a recorded admission instrument issued by competent authority. Governance rights shall not arise from course of dealing, custom, repeated attendance, payment, support, sponsorship, grant funding, technical contribution, public prominence, title, social media claim, public authority participation, staff statement, officer courtesy, platform access, repository permission, AI-generated summary, meeting note, slide deck, marketing material, or informal communication.

Any record granting governance rights shall specify, at minimum:

a) the person or body receiving the right;

b) the legal source of the right;

c) the class or category of status;

d) the scope of rights granted;

e) whether voting rights exist;

f) whether inspection or information rights exist;

g) whether approval rights exist;

h) the duration of the right;

i) conditions, duties, conflicts, recusals, and limitations;

j) termination and suspension pathways;

k) public-claim restrictions;

l) records and register requirements; and

m) the correction path for mistake, overclaim, or defective admission.

Any purported governance right that lacks competent authority shall be void, voidable, suspended, restricted, corrected, or denied effect to the fullest extent permitted by law.

76.16 Membership Structure Records. The Corporation shall maintain Membership Structure Records sufficient to demonstrate the membership or memberless governance structure of the Corporation and to prevent confusion between statutory membership, non-voting membership, supporter status, subscriber status, donor status, sponsor status, participant status, public authority participation, advisory status, technical contribution, repository access, controlled-room access, and other non-governance relationships.

Membership Structure Records shall include, as applicable:

a) Articles or Certificate provisions concerning membership;

b) Bylaw provisions concerning membership and participation;

c) Board resolutions establishing, confirming, amending, or rejecting membership structures;

d) member resolutions where applicable;

e) legal opinions or counsel reviews concerning memberless governance, statutory membership, voting rights, non-voting rights, inspection rights, approval rights, or state nonprofit requirements;

f) membership registers, non-voting member registers, supporter registers, subscriber registers, donor records, sponsor records, funder records, provider records, host records, public authority participant records, technical contributor records, repository access records, controlled-room records, and public authority capacity records;

g) admission instruments, consent records, acknowledgments, participation terms, subscription terms, sponsorship agreements, grant agreements, contributor terms, controlled-room access terms, confidentiality acknowledgments, and public-claim permissions;

h) records of refused, corrected, withdrawn, suspended, terminated, or disputed membership claims;

i) records of misuse of membership language in marketing, fundraising, investor materials, bid materials, public authority materials, websites, social media, reports, decks, grant applications, or public statements;

j) records of correction, retraction, takedown, limitation language, access restriction, suspension, termination, or legal response concerning false or misleading membership claims; and

k) responsible owner, custodian, version, effective date, review date, repository location, access class, publication class, retention class, legal hold status, deletion status, archive status, and metadata.

The governing rule of this Section is that participation may be broad, federated, public-good oriented, technically deep, cross-sectoral, cross-border, public authority-facing, community-facing, sponsor-supported, provider-informed, and Nexus-compatible, but governance authority must remain precise, lawful, recorded, bounded, and correctionable. No relationship with the Corporation shall become membership or governance control by implication. Membership, where it exists, shall exist only by law and competent record; participation, support, access, advice, technical contribution, attendance, sponsorship, public authority involvement, or Nexus association shall not silently become governance.

Section 77. Statutory Members, If Any

77.1 Statutory Member Definition. For purposes of this Bylaw, a “Statutory Member” means a person, institution, body, or class of persons that is expressly granted membership status having legal effect under the governing nonprofit corporation law, the Articles or Certificate of Incorporation, this Bylaw, or a duly authorized admission instrument issued pursuant to competent authority. Statutory membership shall not arise by implication, course of dealing, public usage, donor treatment, sponsor treatment, subscription treatment, technical contribution, public authority participation, advisory participation, repository access, controlled-room access, Nexus-interface participation, or use of the word “member” in a non-statutory, programmatic, public-facing, ecosystem, community, or descriptive sense.

A Statutory Member, if any, shall be distinguished from every non-statutory participant category maintained by the Corporation, including non-voting members, supporters, subscribers, donors, sponsors, funders, grantors, fellows, advisors, observers, contractors, volunteers, technical contributors, maintainers, repository users, public authority participants, community participants, Indigenous and Tribal interface participants, academic participants, laboratory participants, civil society participants, media participants, providers, hosts, vendors, enterprise actors, controlled-room participants, clean-room participants, data-room participants, evidence-room participants, no-download-room participants, working group participants, council participants, Helix Council participants, advisory forum participants, Nexus Competence Cell participants, and Nexus-interface participants.

The existence, class, rights, duties, limitations, admission, resignation, suspension, termination, voting power, inspection power, approval power, and governance effect of any Statutory Member shall be determined exclusively by competent record. Any ambiguity concerning whether a person is a Statutory Member shall be resolved against statutory membership unless governing law requires otherwise or a competent record clearly establishes such membership.

77.2 Statutory Member Classes Where Authorized. The Corporation may maintain one or more classes of Statutory Members only where such classes are expressly authorized by applicable law, the Articles or Certificate, this Bylaw, or a duly adopted Board resolution having lawful effect. Each class shall be defined with precision and shall state whether the class has voting rights, non-voting rights, approval rights, inspection rights, meeting rights, notice rights, nomination rights, consultation rights, access rights, or only such limited rights as are expressly stated.

A statutory member class may be designated by public-benefit function, legal status, institutional category, individual category, geographic or jurisdictional interface, research role, public authority learning role, community or Indigenous interface role, academic role, technical role, or other lawful category, provided that no class may be structured to create private inurement, impermissible private benefit, sponsor capture, provider capture, donor capture, public authority capture, finance actor control, national company control, Project SPV control, regulated-activity confusion, public authority delegation, certification function, recognition function, finance-readiness function, procurement function, or enterprise execution.

Where more than one class exists, the records establishing such classes shall state:

a) whether each class is statutory or non-statutory;

b) the eligibility criteria for each class;

c) the rights and limitations of each class;

d) whether voting rights exist and, if so, on what matters;

e) whether separate class approval is required for any action;

f) whether members of a class may appoint, elect, nominate, remove, or approve directors;

g) whether inspection or information rights exist and their limits;

h) whether public claims may be made concerning class status;

i) whether fees, dues, waivers, or public-interest access mechanisms apply;

j) how conflicts, recusals, capture risks, related-party relationships, and concentration risks are handled;

k) how suspension, termination, resignation, reinstatement, and appeal are administered; and

l) how the class is recorded, reviewed, corrected, superseded, or dissolved.

No class of Statutory Members shall be used to circumvent Board fiduciary responsibility, mission lock, non-execution, public authority boundary discipline, finance-boundary discipline, certification and procurement boundaries, provider neutrality, sponsor non-control, safeguards, validity-by-record, or correctionability.

77.3 Eligibility for Statutory Membership. Eligibility for Statutory Membership shall be determined by the Articles or Certificate, this Bylaw, applicable law, and any Board-approved membership policy or admission instrument. Eligibility criteria shall be lawful, public-benefit aligned, non-discriminatory where required, administratively feasible, record-supported, and consistent with the Corporation’s nonprofit character, tax-exempt or tax-exempt-compatible posture, all-states-and-territories posture, North America anchor role, non-execution perimeter, role separation, public authority boundaries, finance boundaries, data / AI / cyber controls, community safeguards, and anti-capture requirements.

Eligibility criteria may include, as applicable:

a) legal capacity to participate;

b) identity verification;

c) institutional status verification;

d) consent to the Articles or Certificate, this Bylaw, applicable policies, controlled vocabulary, public-safe claims rules, confidentiality obligations, conflict rules, data / AI / cyber rules, competition rules, safeguards rules, and records requirements;

e) fit-and-proper review;

f) integrity review;

g) sanctions, export-control, controlled-technology, and national security sensitivity screening where applicable;

h) public authority capacity classification where applicable;

i) conflict and related-party disclosure;

j) independence and anti-capture review;

k) data access, controlled-room access, repository access, or public authority interface eligibility where applicable;

l) community safeguards, Indigenous protocol, protected knowledge, civil rights, accessibility, and non-retaliation commitments where applicable; and

m) payment of lawful dues or fees where adopted, subject to waiver, scholarship, public-interest access, or reduced-fee rules approved by the Corporation.

No person shall be eligible for Statutory Membership where admission would create unlawful private benefit, private inurement, impermissible control, capture risk that cannot be mitigated, public authority confusion, finance-readiness overclaim, certification overclaim, procurement overclaim, provider preference, sponsor control, donor control, funder control, host control, data-risk exposure, AI-risk exposure, cyber-risk exposure, protected knowledge risk, sanctions or export-control risk, competition-law risk, or material reputational or mission-lock risk inconsistent with the Corporation’s purposes.

77.4 Admission of Statutory Members. Admission as a Statutory Member shall occur only through a recorded process authorized by the Articles or Certificate, this Bylaw, applicable law, a Board resolution, a member resolution where members exist and member approval is required, or a duly delegated admission authority. No applicant, nominee, participant, supporter, subscriber, donor, sponsor, funder, provider, host, public authority participant, technical contributor, advisor, fellow, observer, or institutional representative shall be deemed admitted until the admission decision is approved by competent authority and entered in the appropriate membership records.

The admission process shall include, as applicable:

a) application or nomination;

b) verification of identity and capacity;

c) classification of applicant type and proposed membership class;

d) confirmation that statutory membership is available for the class;

e) review of eligibility criteria;

f) conflict, related-party, independence, and capture-risk review;

g) sanctions, export-control, controlled-technology, and legal screening where appropriate;

h) public authority capacity review where the applicant is a public authority or public-sector participant;

i) data / AI / cyber, repository, controlled-room, and safeguards review where relevant;

j) review of fees, dues, waivers, scholarships, or public-interest access arrangements;

k) written consent to membership duties and limitations;

l) approval by competent authority;

m) entry into the membership register; and

n) delivery of written admission notice stating rights, limitations, duties, effective date, public-claim rules, and correction path.

Admission shall not be effective by verbal statement, staff courtesy, officer email, event registration, donation receipt, sponsorship agreement, subscription confirmation, platform login, invitation, attendance, public listing, website reference, contributor profile, badge, logo use, repository permission, AI-generated notice, or public announcement unless the competent membership record has been completed.

77.5 Admission Authority. The authority to admit Statutory Members shall rest with the Board unless the Articles or Certificate, this Bylaw, applicable law, or a duly adopted Board resolution delegates admission authority to a committee, officer, membership registrar, or other body. Any delegation shall be written, limited, revocable, recorded, and subject to Board oversight.

Admission authority shall not be exercised by:

a) sponsors, donors, funders, grantors, hosts, providers, vendors, contractors, national companies, Project SPVs, investors, insurers, lenders, underwriters, banks, public finance actors, or enterprise actors;

b) public authorities, public officials, public employees, regulators, emergency-management actors, public health actors, public safety actors, public finance readers, public procurement actors, or public infrastructure operators;

c) advisory councils, Helix Councils, public authority forums, community forums, Indigenous interface forums, scientific panels, technical working groups, peer review panels, model review panels, competence cells, or controlled-room bodies, unless expressly delegated within lawful limits;

d) staff, fellows, advisors, volunteers, contributors, maintainers, observers, or consultants without recorded delegation; or

e) any person acting by apparent authority, title, reputation, seniority, authorship, technical centrality, public prominence, sponsorship relationship, funding relationship, public authority relationship, or Nexus association.

Where admission authority is delegated, the Board may review, affirm, reverse, suspend, condition, correct, or terminate any admission if the admission was unauthorized, defective, based on inaccurate information, inconsistent with law, inconsistent with this Bylaw, or harmful to public-benefit purpose.

77.6 Member Consent and Acknowledgment. No person shall be admitted as a Statutory Member unless the person has provided a written or otherwise recorded consent and acknowledgment in a form approved by the Corporation. The consent and acknowledgment shall confirm that the member has received or had access to the governing instruments and agrees to comply with the duties, limits, and public-claim rules applicable to membership.

The consent and acknowledgment shall include, as applicable:

a) acknowledgment of the Corporation’s public-benefit purpose;

b) acknowledgment of nonprofit, non-distribution, and no-private-inurement rules;

c) acknowledgment of non-execution and regulated-activity boundaries;

d) acknowledgment of GCRI / GRF / GRA role separation;

e) acknowledgment of public-good stack and enterprise stack separation;

f) acknowledgment of public authority boundary discipline;

g) acknowledgment of finance, securities, insurance, lending, rating, public finance, procurement, certification, recognition, Docket, Grid, and Nexus-compatible claim boundaries;

h) acknowledgment of sponsor non-control, donor non-control, funder non-control, provider neutrality, and anti-capture discipline;

i) acknowledgment of confidentiality, controlled-room, repository, and information governance obligations where applicable;

j) acknowledgment of data / AI / cyber, privacy, secure systems, and no-unapproved-AI-upload duties where applicable;

k) acknowledgment of competition, sanctions, export-control, controlled-technology, and professional-boundary duties where applicable;

l) acknowledgment of civil rights, accessibility, Tribal and Indigenous protocol, community safeguards, protected knowledge, grievance, remedy, protected participation, and non-retaliation duties;

m) acknowledgment of controlled vocabulary and public-safe claims rules;

n) acknowledgment that membership does not confer authority to bind the Corporation except as expressly provided; and

o) acknowledgment of suspension, termination, correction, and public clarification remedies for breach.

A member’s failure to maintain accurate consent records, update required disclosures, or comply with membership acknowledgments may constitute grounds for suspension, termination, restriction, recusal, loss of good standing, or other corrective action.

77.7 Member Rights. Statutory Members shall have only those rights expressly conferred by applicable law, the Articles or Certificate, this Bylaw, a duly adopted membership policy, or the member’s recorded admission instrument. Rights shall be interpreted narrowly where necessary to preserve the Corporation’s public-benefit purpose, nonprofit status, tax posture, fiduciary governance, role separation, non-execution, safeguards, and correctionability.

Member rights may include, where lawfully granted:

a) notice of member meetings;

b) attendance at member meetings;

c) voting on specified matters;

d) written consent rights where permitted;

e) approval rights required by law or governing instruments;

f) nomination, election, or removal rights where expressly granted;

g) access to member communications;

h) inspection or information rights where required by law or expressly granted;

i) participation in consultation processes;

j) access to defined programs, reports, summaries, or member materials; and

k) other rights recorded by competent authority.

No member right shall be read to permit a member to control the Board, override fiduciary duties, direct officers, control research, dictate evidence treatment, approve methods, alter technical truth outputs, require publication, suppress publication, command correction, access confidential materials outside authorized rights, obtain protected knowledge, influence public authority participation, purchase recognition, determine finance-readiness, obtain certification, influence procurement, prefer providers, or control Nexus interfaces.

77.8 Member Duties. Each Statutory Member shall owe duties to the Corporation as set out in applicable law, the Articles or Certificate, this Bylaw, membership policies, admission instruments, participation terms, confidentiality agreements, controlled-room agreements, repository terms, public-safe claims rules, and other applicable instruments. Such duties shall apply whether the member is an individual, institution, public authority, university, laboratory, civil society body, community organization, Indigenous or Tribal participant, supporter, donor, sponsor, provider, host, or other eligible actor.

Member duties shall include, as applicable:

a) duty to act consistently with the Corporation’s public-benefit purposes;

b) duty to comply with law, the Articles or Certificate, this Bylaw, policies, membership terms, and records requirements;

c) duty to preserve nonprofit character, non-distribution, and no-private-inurement discipline;

d) duty to respect non-execution, public authority boundaries, finance boundaries, certification boundaries, procurement neutrality, recognition boundaries, provider neutrality, and sponsor non-control;

e) duty to disclose conflicts, related-party relationships, affiliations, funding arrangements, sponsorship relationships, provider relationships, public authority roles, and capture risks;

f) duty to recuse where required;

g) duty to preserve confidentiality and controlled materials;

h) duty to comply with data / AI / cyber, privacy, repository, secure-system, and AI-use controls;

i) duty to comply with competition, sanctions, export-control, controlled-technology, anti-corruption, research ethics, and professional-boundary rules;

j) duty to respect civil rights, accessibility, community safeguards, Tribal and Indigenous protocols, Indigenous data safeguards, local and territorial knowledge safeguards, protected knowledge, grievance rights, remedy rights, protected participation, and non-retaliation;

k) duty to use controlled vocabulary and avoid public overclaim;

l) duty not to misuse the Corporation’s name, marks, reports, datasets, software, technical baselines, proof receipts, badges, logos, public-good assets, or Nexus-compatible references;

m) duty to support correction, withdrawal, retraction, takedown, clarification, or limitation language where required; and

n) duty to preserve records where required.

The duties of members shall be interpreted as participation and governance-discipline duties, not as duties creating employment, agency, partnership, fiduciary delegation, public authority delegation, or enterprise execution unless separately and lawfully recorded.

77.9 Member Good Standing. A Statutory Member shall be in good standing only while the member continues to satisfy eligibility criteria, has been duly admitted, has not resigned or been terminated, has paid lawful dues or fees where applicable unless waived, has maintained required disclosures, has complied with applicable duties, and is not subject to suspension, unresolved material breach, disqualification, or loss of status under this Bylaw or applicable law.

Good standing may be conditioned on:

a) continued legal eligibility;

b) accurate identity and capacity records;

c) current conflict and related-party disclosures;

d) compliance with payment obligations where applicable;

e) compliance with confidentiality, data / AI / cyber, repository, controlled-room, and public-safe publication obligations;

f) compliance with public authority boundary, finance-boundary, certification-boundary, procurement-neutrality, recognition-boundary, and provider-neutrality obligations;

g) compliance with safeguards and protected knowledge obligations;

h) compliance with competition, sanctions, export-control, controlled-technology, and professional-boundary obligations;

i) absence of material misconduct, misrepresentation, retaliation, harassment, discrimination, research misconduct, data misuse, AI misuse, cyber misconduct, protected knowledge breach, public authority overclaim, finance overclaim, certification overclaim, procurement overclaim, recognition overclaim, provider-preference claim, sponsor-control claim, or Nexus-compatible overclaim; and

j) completion of required training or acknowledgments where adopted.

Loss of good standing may result in loss of voting rights, loss of meeting rights, loss of access rights, suspension of participation rights, committee restrictions, recusal, public-claim restrictions, controlled-room revocation, repository access revocation, termination, or other corrective action.

77.10 Member Voting Rights Where Applicable. Statutory Members shall have voting rights only where expressly granted by applicable law, the Articles or Certificate, this Bylaw, or a duly adopted membership instrument. Voting rights shall be limited to the matters, class, threshold, procedures, and conditions stated in the competent record.

Member voting rights, where they exist, may include approval of directors, amendments, mergers, consolidations, conversions, dissolution, sale of substantially all assets, or other matters only to the extent required or permitted by law and governing instruments. Voting rights shall not include authority to direct day-to-day operations, command officers, alter research findings, direct publications, control technical baselines, select providers, approve procurement, create finance-readiness, create recognition, approve certification, bind public authorities, control Nexus interfaces, override Board fiduciary judgment, or require prohibited activity.

Voting shall be subject to:

a) notice requirements;

b) quorum requirements;

c) voting thresholds;

d) class voting rules where applicable;

e) record date rules where applicable;

f) proxy rules only where lawful and authorized;

g) written consent or electronic voting rules only where lawful and authorized;

h) conflict disclosure;

i) mandatory recusal where required;

j) vote-purchase prohibition;

k) sponsored-vote prohibition;

l) vote-trading prohibition;

m) influence aggregation review; and

n) records sufficient to verify validity.

No vote shall be valid where procured by fraud, coercion, undisclosed sponsorship, vote purchase, vote trading, capture arrangement, public authority pressure, provider pressure, donor pressure, funder pressure, enterprise pressure, or material misrepresentation.

77.11 Member Meeting Rights Where Applicable. Where Statutory Members have meeting rights, such meetings shall be conducted in accordance with applicable law, the Articles or Certificate, this Bylaw, membership policies, and meeting notices. Member meetings may be annual, regular, special, emergency, virtual, hybrid, in-person, class-specific, or written-consent-based where permitted by law.

Member meeting records shall state:

a) meeting type;

b) date, time, and location or electronic platform;

c) notice given;

d) members entitled to notice;

e) members present;

f) capacity of institutional representatives;

g) quorum;

h) agenda;

i) materials provided;

j) votes or actions taken;

k) conflicts disclosed;

l) recusals;

m) public-safe limitations;

n) confidentiality classification;

o) procedural objections;

p) corrections or continuations; and

q) custodian of records.

Member meetings shall not be used to conduct prohibited functions. No member meeting shall issue official public warnings, emergency commands, public authority decisions, finance-readiness determinations, investment recommendations, insurance approvals, ratings, procurement approvals, certifications, recognitions, provider selections, or enterprise execution instructions.

77.12 Member Inspection Rights Where Applicable. Statutory Members shall have only those inspection, information, and access rights required by applicable law or expressly granted by the Articles or Certificate, this Bylaw, membership policy, or admission instrument. Inspection rights shall be administered in a manner that preserves confidentiality, privilege, privacy, data protection, cybersecurity, public authority confidentiality, research integrity, protected knowledge, community safeguards, commercial sensitivity, sponsor and donor confidentiality where lawful, personnel privacy, legal hold, and public-safe publication discipline.

Inspection may be restricted, conditioned, delayed, redacted, supervised, logged, or denied to the fullest extent lawful where the request:

a) lacks a proper purpose under applicable law;

b) seeks materials outside the member’s rights;

c) risks disclosure of privileged materials;

d) risks disclosure of personal, health-sensitive, cyber-sensitive, infrastructure-sensitive, public authority, community-protected, Indigenous, Tribal, local, territorial, cultural, environmental, or protected knowledge materials;

e) risks competitive harm, antitrust concern, market-sensitive disclosure, or procurement integrity concern;

f) risks sponsor, provider, donor, funder, host, public authority, investor, insurer, lender, national company, Project SPV, or enterprise capture;

g) seeks records for harassment, retaliation, intimidation, commercial exploitation, public authority pressure, investor pressure, media misuse, certification overclaim, finance overclaim, procurement advantage, or provider preference;

h) conflicts with data / AI / cyber, export-control, sanctions, controlled-technology, research ethics, civil rights, accessibility, or safeguards obligations; or

i) would impair the Corporation’s lawful operations or correction processes.

Any inspection provided shall be classified, logged, and subject to confidentiality, use, copying, AI-upload, publication, and redistribution restrictions.

77.13 Member Approval Rights Required by Governing Law, Articles, Certificate, or This Bylaw. Where applicable law, the Articles or Certificate, or this Bylaw requires approval by Statutory Members, such approval shall be obtained before the relevant action becomes effective, unless law permits subsequent ratification and the Board determines that such ratification is appropriate. Member approval rights shall be limited to the matters for which approval is required or expressly granted.

Member approval may be required for matters such as amendment of governing instruments, merger, consolidation, conversion, dissolution, sale or transfer of substantially all assets, election or removal of directors, or other structural matters where required by law or governing instruments. No member approval right shall be expanded to include authority over research conclusions, evidence classification, methods, public-safe publications, software releases, technical baselines, controlled-room outputs, public authority participation, provider selection, sponsor benefits, recognition, finance-readiness, certification, procurement, or enterprise execution unless such matter is expressly and lawfully within member authority and consistent with this Bylaw.

Where member approval is required, the Corporation shall maintain records of:

a) the legal source of approval requirement;

b) the text or transaction approved;

c) notice to members;

d) disclosure materials;

e) conflicts and recusals;

f) quorum;

g) voting threshold;

h) vote result;

i) class approval where applicable;

j) effective date;

k) filing, notice, or repository action required; and

l) correction or challenge period where applicable.

77.14 Limits on Member Authority. Statutory Members, if any, shall not possess authority beyond the rights expressly granted by law, the Articles or Certificate, this Bylaw, or competent membership records. Membership shall not create agency, partnership, joint venture, fiduciary delegation, officer status, director status, employee status, consultant status, public authority delegation, provider status, sponsor control, donor control, funder control, host control, enterprise execution status, or authority to bind the Corporation unless separately and lawfully recorded.

Members shall not:

a) bind the Corporation in contract;

b) speak for the Corporation;

c) use the Corporation’s name, marks, seal, logo, badges, reports, datasets, software, technical baselines, proof receipts, or public-good assets except as authorized;

d) direct staff, officers, contractors, fellows, advisors, volunteers, contributors, maintainers, or controlled-room participants;

e) access confidential, privileged, cyber-sensitive, infrastructure-sensitive, health-sensitive, public authority, community-protected, Indigenous, Tribal, local, territorial, cultural, environmental, or protected knowledge materials beyond authorized access;

f) require public statements, reports, corrections, publications, withdrawals, retractions, takedowns, software releases, dataset releases, dashboard releases, or map releases;

g) direct public authority interface activity;

h) create public authority decisions, public warnings, emergency commands, procurement approvals, funding approvals, public finance approvals, regulatory approvals, or official adoption;

i) create recognition, maturity, standing, Docket, Grid, Nexus-compatible status, finance-readiness, capital-readability, insurance-readiness, certification, accreditation, rating, or provider status; or

j) use membership to obtain improper private benefit, private inurement, market advantage, investor comfort, insurance comfort, public authority access, procurement advantage, or sponsor preference.

Any act by a member beyond authority may be void, voidable, denied effect, corrected, restricted, suspended, terminated, publicly clarified, or subject to legal response.

77.15 No Member Authority to Direct Evidence, Methods, Research Conclusions, Publications, Technical Baselines, Public Authority Access, Nexus Interface Outputs, Finance-Readiness Inputs, or Provider Status. No Statutory Member shall have authority, by reason of membership, to direct, control, approve, suppress, delay, accelerate, predetermine, veto, purchase, condition, or influence the Corporation’s evidence, methods, research conclusions, technical truth outputs, public-good R&D, public-good software, open technical baselines, public-safe reports, datasets, dashboards, maps, repositories, proof-supporting artifacts, Nexus Truth Engine methods, Nexus Observatory methods, verifiable compute methods, controlled-room outputs, public authority learning materials, GRF-facing inputs, GRA-facing technical inputs, Nexus Docket inputs, Nexus Grid inputs, or Nexus-compatible support materials.

No member may use membership to obtain or influence:

a) recognition, maturity, standing, public-facing legitimacy, claims-discipline treatment, or GRF status;

b) finance-readiness, capital-readability, proof-pack approval, insurance-readiness, investment suitability, bankability, rating, underwriting comfort, public finance approval, or GRA status;

c) certification, accreditation, conformance approval, procurement qualification, vendor selection, provider preference, preferred-provider status, or standards outcome;

d) public authority access, regulator-listening access, public finance reader access, emergency-management access, public infrastructure operator access, public authority adoption, public authority endorsement, funding approval, procurement approval, or official action;

e) favorable evidence classification, favorable method treatment, favorable confidence score, suppressed uncertainty, withheld correction, delayed withdrawal, or avoided limitation language; or

f) enterprise execution, Project SPV opportunity, national company opportunity, provider opportunity, investment opportunity, sponsorship advantage, host advantage, or market advantage.

Members may submit comments, evidence, objections, corrections, proposals, public-safe concerns, safeguards concerns, or technical feedback through approved channels. Such submissions shall be reviewed according to the Corporation’s methods, evidence, conflicts, public-safe publication, safeguards, and records rules, not according to member pressure or status.

77.16 Suspension, Termination, Resignation, and Reinstatement of Statutory Members. A Statutory Member may resign, be suspended, be terminated, be placed on probation, be restricted, lose good standing, or be reinstated only in accordance with applicable law, the Articles or Certificate, this Bylaw, membership policies, and the member’s admission instrument. The Corporation shall administer such actions with fairness appropriate to the context, while preserving the right to act immediately where required to protect law, public-benefit purpose, safety, confidentiality, data, cyber systems, protected knowledge, public authority boundaries, finance boundaries, certification and procurement boundaries, or institutional integrity.

Grounds for suspension, termination, probation, restriction, or loss of good standing may include:

a) loss of eligibility;

b) failure to pay lawful dues or fees where applicable and not waived;

c) failure to maintain required disclosures;

d) unmanaged conflict or related-party concern;

e) breach of this Bylaw, membership terms, policy, code, confidentiality obligation, data / AI / cyber rule, repository rule, controlled-room rule, or public-safe claims rule;

f) misuse of the Corporation’s name, marks, records, reports, datasets, software, technical baselines, proof receipts, badges, logos, public-good assets, or Nexus-compatible references;

g) public authority overclaim, finance overclaim, certification overclaim, procurement overclaim, recognition overclaim, provider-preference claim, sponsor-control claim, or emergency-command overclaim;

h) attempt to purchase or influence evidence, methods, research conclusions, public authority access, finance-readiness, recognition, certification, procurement, provider status, or publication outcome;

i) data misuse, AI misuse, cyber misconduct, protected knowledge breach, confidentiality breach, research misconduct, harassment, retaliation, discrimination, civil rights violation, safeguards violation, competition violation, sanctions violation, export-control violation, controlled-technology violation, fraud, corruption, or material misrepresentation;

j) conduct materially inconsistent with public-benefit purpose, nonprofit character, non-execution, role separation, anti-capture discipline, or institutional trust; or

k) any other ground authorized by law, the Articles or Certificate, this Bylaw, or membership terms.

Resignation shall not release a member from accrued obligations, confidentiality duties, data duties, return or deletion duties, public-claim correction duties, payment obligations where lawfully accrued, investigation duties, non-retaliation duties, or liability for prior misconduct. Reinstatement may be conditioned on corrective action, updated disclosures, training, repayment, apology, correction, takedown, access limitations, probation, independent review, safeguards commitments, or Board approval.

77.17 Statutory Member Records. The Corporation shall maintain Statutory Member Records sufficient to evidence the existence, class, admission, rights, duties, good standing, voting power, limitations, conflicts, suspension, termination, resignation, reinstatement, and correction history of each Statutory Member, if any.

Statutory Member Records shall include, as applicable:

a) membership provisions in the Articles or Certificate;

b) this Bylaw and membership policies;

c) Board resolutions or member resolutions establishing membership classes;

d) admission applications, nominations, approvals, consents, acknowledgments, and effective dates;

e) member class, voting status, non-voting status, approval rights, inspection rights, notice rights, meeting rights, access rights, and public-claim permissions;

f) identity, capacity, institutional affiliation, public authority capacity, beneficial ownership or control information where applicable, and representative authority records;

g) fee, dues, waiver, scholarship, public-interest access, refund, and tax classification records;

h) conflict disclosures, related-party disclosures, recusals, independence reviews, sponsor / donor / funder / provider / host / investor / insurer / lender / national company / Project SPV / public authority / enterprise influence reviews, and control-risk records;

i) confidentiality acknowledgments, data / AI / cyber acknowledgments, repository access records, controlled-room records, public authority room records, public-safe claims acknowledgments, safeguards acknowledgments, competition acknowledgments, sanctions and export-control records, and training records;

j) member meeting notices, attendance, quorum, votes, consents, proxies where lawful, abstentions, recusals, resolutions, objections, challenges, and corrections;

k) good standing records, warnings, probation, restrictions, suspensions, terminations, resignations, reinstatements, appeals, offboarding, access revocation, return, deletion, sealing, transfer, archive, and closeout records;

l) records of public claims, misuse, correction, withdrawal, retraction, takedown, public clarification, limitation language, or legal response relating to membership status; and

m) responsible owner, custodian, version, effective date, review date, repository location, access class, publication class, retention class, legal hold status, deletion status, archive status, and metadata.

The governing rule of this Section is that Statutory Membership, where used at all, shall be a precisely recorded legal status and not a social, financial, technical, public authority, sponsor, donor, provider, or Nexus-derived status. A member may hold defined rights, but membership shall never become a channel for capture, private inurement, public authority confusion, finance-readiness overclaim, certification overclaim, procurement overclaim, recognition overclaim, provider preference, sponsor control, or enterprise execution. All member authority shall be lawful, bounded, recorded, reviewable, and correctionable.

Section 78. Voting Members, If Any

78.1 Voting Member Eligibility. A “Voting Member,” for purposes of this Bylaw, means a Statutory Member to whom voting rights have been expressly granted by applicable law, the Articles or Certificate of Incorporation, this Bylaw, a duly adopted membership instrument, or a competent admission record. Voting membership shall not arise by implication, participation, attendance, contribution, donation, sponsorship, subscription, public authority involvement, advisory service, technical contribution, repository access, controlled-room access, Nexus-interface activity, public listing, informal title, or use of the word “member” in a descriptive or ecosystem sense.

Eligibility for Voting Membership shall be determined by competent record and shall be administered in a manner that preserves the Corporation’s public-benefit purpose, nonprofit character, tax-exempt or tax-exempt-compatible status, non-distribution, non-execution perimeter, role separation, United States legal separateness, North America anchor boundary, public authority boundary discipline, finance-boundary discipline, certification and procurement neutrality, provider neutrality, sponsor non-control, data / AI / cyber controls, competition compliance, community safeguards, protected knowledge safeguards, validity-by-record, and correctionability.

No person or institution shall be eligible to become or remain a Voting Member where the admission or continuation of voting rights would create, or would reasonably appear to create, any of the following:

a) private inurement, impermissible private benefit, sponsor control, donor control, funder control, provider control, host control, public authority control, capital actor control, national company control, Project SPV control, enterprise-stack control, or capture of the Corporation’s governance;

b) authority confusion concerning public authority action, public warning, emergency command, procurement approval, funding approval, regulatory approval, public finance approval, sovereign obligation, or official adoption;

c) finance-readiness, insurance-readiness, investment suitability, bankability, rating, capital-readability, securities, lending, insurance, public finance, or regulated-activity overclaim;

d) certification, accreditation, conformance, recognition, maturity, standing, Docket, Grid, Nexus-compatible, provider-preference, or procurement overclaim;

e) unacceptable data, AI, cyber, privacy, protected knowledge, civil rights, accessibility, competition, sanctions, export-control, controlled-technology, research integrity, or safeguards risk; or

f) any condition inconsistent with the lawful purposes, fiduciary governance, Articles or Certificate, this Bylaw, or competent Board determination of the Corporation.

78.2 Voting Member Classes Where Authorized. The Corporation may maintain one or more classes of Voting Members only where such classes are expressly authorized by applicable law, the Articles or Certificate, this Bylaw, or a duly adopted governance instrument. Each class shall be clearly identified as a voting class, and the record establishing the class shall state the rights, limitations, voting matters, voting thresholds, notice rights, quorum rules, class-approval rights, term or duration, eligibility requirements, conflict rules, recusal rules, public-claim limitations, and correction pathways applicable to that class.

A Voting Member class may be structured for lawful public-benefit governance purposes, including continuity of mission, institutional accountability, public-interest representation, or stakeholder discipline, provided that the class shall not be structured or operated to transfer control of the Corporation to any sponsor, donor, funder, provider, host, investor, insurer, lender, public authority, national company, Project SPV, enterprise actor, political actor, regional actor, technical contributor group, or informal constituency.

Where Voting Member classes exist, the Board shall ensure that each class is reviewed for:

a) lawful basis;

b) tax and nonprofit compatibility;

c) mission-lock compatibility;

d) independence and anti-capture integrity;

e) influence concentration;

f) public authority boundary risk;

g) finance-boundary risk;

h) certification, procurement, recognition, provider-preference, and Nexus-compatible claim risk;

i) safeguards, civil rights, accessibility, protected knowledge, and non-retaliation risk;

j) competition, sanctions, export-control, and controlled-technology risk; and

k) records sufficiency.

No Voting Member class shall hold residual authority beyond the rights expressly granted. Any ambiguity shall be resolved in favor of Board fiduciary governance, public-benefit purpose, non-execution, and role separation.

78.3 Admission of Voting Members. Admission as a Voting Member shall require a recorded admission process distinct from non-voting membership, supporter status, subscription status, donor status, sponsorship status, advisory status, participation status, public authority participation, technical contribution, or controlled-room access. No person shall be treated as a Voting Member unless the admission record expressly grants voting rights and identifies the class, scope, effective date, duties, limitations, and public-claim restrictions applicable to those voting rights.

The admission process for Voting Members shall include, as applicable:

a) application, nomination, or eligibility determination;

b) identity verification and capacity classification;

c) institutional-affiliation verification where applicable;

d) beneficial ownership, control, sponsor, donor, funder, provider, host, investor, insurer, lender, public authority, national company, Project SPV, employer, affiliate, and related-party review where applicable;

e) conflict, independence, influence concentration, and capture-risk review;

f) sanctions, export-control, controlled-technology, national security sensitivity, anti-corruption, fraud, misconduct, human rights, civil rights, cyber, data, AI, research integrity, and safeguards screening where applicable;

g) public authority capacity classification where applicable;

h) confirmation that voting rights are lawful and available within the relevant class;

i) consent to member duties, voting duties, conflict duties, recusal duties, confidentiality duties, data / AI / cyber duties, competition duties, safeguards duties, public-claim duties, and correction duties;

j) payment or waiver of lawful dues or fees where applicable;

k) approval by competent admission authority;

l) entry in the Voting Member Register; and

m) written notice of admission specifying rights, limitations, vote matters, class status, good-standing requirements, public-claim limits, suspension and termination grounds, and correction path.

Admission shall not be effective by oral assurance, meeting attendance, public announcement, public listing, platform access, donation receipt, sponsorship agreement, subscription confirmation, grant relationship, technical contribution, repository permission, advisory appointment, officer courtesy, staff statement, public authority participation, or Nexus association.

78.4 Voting Member Rights. Voting Members shall have only those rights expressly granted by law, the Articles or Certificate, this Bylaw, a duly adopted membership policy, class instrument, admission instrument, or competent record. Voting rights shall be limited to the matters specified in the applicable instrument and shall not be expanded by implication, custom, repeated practice, public statements, program materials, website descriptions, meeting notes, AI summaries, or informal governance usage.

Voting Member rights may include, where lawfully granted:

a) notice of member meetings;

b) attendance at member meetings;

c) vote on directors or specified governance matters;

d) class vote where required;

e) written consent where permitted;

f) electronic voting where permitted;

g) inspection rights where required by law or expressly granted;

h) approval of structural matters where required by law or governing instruments;

i) nomination or consultation rights where expressly granted; and

j) such other rights as are lawfully and expressly recorded.

Voting Member rights shall not include, unless expressly and lawfully granted and consistent with this Bylaw, authority to direct the Board, bind the Corporation, direct officers, direct staff, command programs, alter evidence, change methods, control research conclusions, require publication, suppress publication, control technical baselines, approve software releases, determine public authority access, determine recognition, determine finance-readiness, approve certification, select providers, influence procurement, approve public finance, conduct regulated activity, or exercise enterprise execution.

78.5 Voting Member Duties. Voting Members shall exercise their rights in good faith, for lawful purposes, and in a manner consistent with the Corporation’s public-benefit purposes, nonprofit character, non-distribution, tax posture, non-execution perimeter, role separation, public authority boundaries, finance boundaries, certification and procurement boundaries, provider neutrality, sponsor non-control, data / AI / cyber controls, competition discipline, community safeguards, protected knowledge protections, public-safe claim discipline, validity-by-record, and correctionability.

Each Voting Member shall have, as applicable, the duty to:

a) comply with applicable law, the Articles or Certificate, this Bylaw, membership policies, voting procedures, meeting rules, public-claim rules, and records requirements;

b) maintain accurate identity, capacity, affiliation, representative authority, conflict, related-party, sponsor, donor, funder, provider, host, investor, insurer, lender, public authority, national company, Project SPV, and enterprise relationship disclosures;

c) disclose any financial, institutional, research, data, AI, cyber, public authority, sponsor, provider, donor, funder, host, capital actor, enterprise, political, or personal interest that may affect judgment or voting;

d) recuse from deliberation, access, recommendation, or voting where required by law, this Bylaw, policy, Board determination, or conflict review;

e) refrain from vote purchase, vote sale, vote trading, sponsored voting, coordinated capture, undisclosed bloc voting, coercion, retaliation, harassment, intimidation, misrepresentation, or improper influence;

f) preserve confidentiality, privilege, controlled-room integrity, repository integrity, public authority confidentiality, data security, protected knowledge, and public-safe publication discipline;

g) comply with data / AI / cyber, privacy, sanctions, export-control, controlled-technology, competition, civil rights, accessibility, research ethics, and safeguards requirements;

h) avoid public authority, finance-readiness, certification, procurement, recognition, provider-preference, sponsor-control, and Nexus-compatible overclaim;

i) support correction, withdrawal, retraction, takedown, public clarification, limitation language, or remedial notice where required; and

j) refrain from using voting status for private benefit, market advantage, public authority access, investment comfort, insurance comfort, procurement advantage, provider preference, certification advantage, recognition advantage, or enterprise execution.

Voting Member duties shall be continuing duties and shall apply before, during, and after any meeting, written consent, electronic vote, class vote, or membership action.

78.6 Voting Member Good Standing. A Voting Member shall be in good standing only if the member remains lawfully admitted, continues to satisfy eligibility requirements, maintains required disclosures, complies with applicable duties, has paid lawful fees or dues where applicable unless waived, has not resigned, and is not suspended, terminated, disqualified, under unresolved material restriction, or otherwise deprived of voting rights by competent authority.

Good standing may require:

a) current membership and voting-class record;

b) current consent and acknowledgment;

c) current identity, capacity, representative authority, and contact records;

d) current conflict, related-party, affiliation, funding, sponsor, provider, host, public authority, and enterprise relationship disclosures;

e) completion of required training or certification of understanding;

f) compliance with confidentiality, data / AI / cyber, repository, controlled-room, competition, safeguards, public-safe claims, and records duties;

g) absence of material misconduct, retaliation, harassment, discrimination, fraud, corruption, research misconduct, data misuse, AI misuse, cyber misconduct, protected knowledge breach, competition violation, sanctions violation, export-control violation, public authority overclaim, finance overclaim, certification overclaim, procurement overclaim, recognition overclaim, provider-preference claim, or sponsor-control claim; and

h) continued compatibility with public-benefit purpose, tax posture, nonprofit character, non-execution, role separation, and anti-capture controls.

A Voting Member not in good standing may be denied notice rights to the extent lawful, voting rights, meeting participation rights, written-consent participation rights, class-action rights, inspection rights, committee participation, controlled-room access, repository access, public-claim permission, or other rights, pending cure or final action.

78.7 Voting Member Conflict Disclosure. Each Voting Member shall disclose conflicts and potential conflicts before exercising any voting right, participating in deliberation on a vote, joining a class action, signing a written consent, submitting a proxy where permitted, or influencing another member’s vote. Disclosure shall be made annually and whenever a material change occurs.

Conflicts requiring disclosure include, without limitation:

a) financial interests;

b) employment, contractor, consultant, advisory, fiduciary, director, officer, investor, lender, insurer, underwriter, sponsor, donor, funder, provider, host, public authority, national company, Project SPV, university, laboratory, community organization, media, or enterprise affiliations;

c) compensation, grant, sponsorship, contract, procurement, investment, insurance, lending, public finance, or commercial relationships;

d) relationships with any person or institution seeking recognition, finance-readiness, certification, procurement advantage, provider status, public authority access, publication outcome, technical baseline outcome, Docket status, Grid status, Nexus-compatible status, or enterprise opportunity;

e) relationships affecting evidence, methods, research, public authority learning, public-safe publication, safeguards, data, AI, cyber, protected knowledge, or technical asset matters;

f) political, campaign, lobbying, government ethics, public procurement, public finance, or regulator-listening sensitivities where applicable; and

g) any circumstance that could reasonably create an appearance of divided loyalty, improper influence, or voting capture.

Conflict disclosures shall be recorded and reviewed under the Corporation’s conflict and recusal procedures. Failure to disclose may render a vote void, voidable, subject to ratification where lawful, suspended, restricted, corrected, or otherwise denied effect.

78.8 Voting Member Recusal. A Voting Member shall be recused from deliberation, access to materials, recommendation, consent, or voting where required by law, the Articles or Certificate, this Bylaw, policy, Board determination, committee determination, counsel review, conflict review, or the member’s own determination that impartial participation is not possible.

Recusal may be required where a matter involves:

a) the member’s financial, institutional, contractual, employment, sponsor, donor, funder, provider, host, public authority, investor, insurer, lender, national company, Project SPV, or enterprise interest;

b) recognition, finance-readiness, certification, procurement, public authority access, provider status, sponsor benefit, publication outcome, evidence treatment, method adoption, software release, technical baseline, controlled-room access, Docket status, Grid status, or Nexus-compatible claim affecting the member or an affiliated person;

c) investigation, discipline, appeal, suspension, termination, reinstatement, complaint, grievance, correction, takedown, or public clarification involving the member;

d) protected knowledge, Indigenous knowledge, community-protected data, health-sensitive data, cyber-sensitive data, infrastructure-sensitive data, or public authority data where access would be inappropriate;

e) competition-sensitive, market-sensitive, procurement-sensitive, securities-sensitive, insurance-sensitive, lending-sensitive, public finance-sensitive, or commercially sensitive information; or

f) any circumstance creating actual or apparent conflict, capture risk, retaliation risk, or improper influence.

The Corporation may restrict a recused member’s access to materials, meetings, discussions, records, votes, written consents, electronic voting systems, or committee communications as necessary to preserve integrity. Recusal shall be recorded.

78.9 Voting Member Representation. Where a Voting Member is an institution, organization, public authority, university, laboratory, community body, Tribal or Indigenous body, civil society body, sponsor, donor, funder, provider, host, or other non-individual person, it shall act only through one or more duly authorized representatives whose authority is recorded by the Corporation. A representative shall not act until the Corporation has received satisfactory evidence of representative authority, capacity, contact information, conflicts, and applicable acknowledgments.

Representative records shall state, as applicable:

a) the legal name of the Voting Member;

b) the representative’s name, title, role, and contact information;

c) the basis of representative authority;

d) whether the representative may vote, attend, receive notice, inspect records, sign consents, submit proxies where permitted, or receive confidential materials;

e) limits on the representative’s authority;

f) public authority capacity classification where applicable;

g) conflict and related-party disclosures;

h) confidentiality, data / AI / cyber, competition, safeguards, public-safe claims, and public authority boundary acknowledgments; and

i) effective date, expiration date, replacement process, and revocation process.

No representative shall have authority to bind the Corporation. A representative’s title, seniority, official status, public authority position, institutional status, sponsor status, provider status, technical role, or Nexus role shall not enlarge the Voting Member’s rights.

78.10 Voting Member Delegation and Proxy Rules Where Permitted by Law. Voting by delegation, proxy, written authorization, electronic appointment, representative designation, or equivalent mechanism shall be permitted only to the extent allowed by applicable law, the Articles or Certificate, this Bylaw, and any Board-approved membership policy. If not expressly permitted, proxy or delegated voting shall be prohibited.

Where proxy or delegated voting is permitted, the Corporation shall require:

a) written or electronically authenticated appointment;

b) verification of the member’s identity and good standing;

c) verification of the proxyholder’s identity and eligibility;

d) statement of the scope of authority;

e) statement of duration;

f) compliance with conflict, recusal, confidentiality, data / AI / cyber, public authority boundary, finance-boundary, certification-boundary, procurement-neutrality, competition, safeguards, and public-claim duties;

g) prohibition on vote purchase, vote sale, sponsored proxy, vote trading, undisclosed bloc voting, coercion, retaliation, or improper influence;

h) revocation procedure;

i) recordkeeping sufficient to verify validity; and

j) rejection of any defective, expired, unauthorized, conflicted, coerced, purchased, traded, or materially misleading proxy.

No proxy or delegation shall permit a proxyholder to exercise rights beyond those of the Voting Member, access materials beyond authorized access, override recusal, evade conflict controls, or convert membership into agency, partnership, public authority delegation, provider preference, sponsor control, or enterprise execution.

78.11 Voting Member Meetings. Voting Member meetings, where applicable, shall be held as required or permitted by law, the Articles or Certificate, this Bylaw, membership policy, or Board resolution. Meetings may be annual, regular, special, emergency, class-specific, in-person, virtual, hybrid, or conducted by written consent where lawful.

Voting Member meetings shall be designed to support lawful governance, not operational execution. Meeting procedures shall preserve notice, quorum, vote validity, identity verification, representative authority verification, conflict disclosure, recusal, confidentiality, public-safe language, public authority boundary discipline, finance-boundary discipline, certification and procurement boundary discipline, competition discipline, safeguards, and record integrity.

The chair or authorized meeting officer may:

a) determine the order of business;

b) verify attendance and quorum;

c) confirm voting eligibility and good standing;

d) require conflict disclosures;

e) enforce recusals;

f) restrict discussion of prohibited topics;

g) stop or suspend the meeting for boundary, competition, confidentiality, public authority, finance, certification, procurement, safeguards, data, AI, cyber, or legal concerns;

h) refer matters for counsel or compliance review;

i) adjourn or continue the meeting; and

j) order correction of inaccurate statements or public overclaims.

No Voting Member meeting shall issue official public warnings, emergency commands, public authority decisions, procurement approvals, funding approvals, public finance approvals, regulatory approvals, finance-readiness determinations, certifications, recognitions, provider selections, investment recommendations, ratings, underwriting views, or enterprise execution instructions.

78.12 Notice, Quorum, Voting, Written Consent, and Electronic Participation Where Lawful. Notice, quorum, voting, written consent, and electronic participation for Voting Members shall be governed by applicable law, the Articles or Certificate, this Bylaw, membership policies, and the specific class instrument. Where these instruments are silent, the Board may adopt procedures consistent with law and the Corporation’s public-benefit purpose.

Notice shall be sufficient to identify the meeting, action, class, record date where applicable, materials, voting method, access method, confidentiality classification, public-safe limitations, and any matter requiring heightened approval. Quorum shall be calculated according to the voting rights of members in good standing and shall exclude persons whose rights are suspended where lawful. Written consents shall be used only where permitted and shall be retained with the same discipline as meeting votes. Electronic participation and voting shall require identity verification, system integrity, access controls, audit trail, and secure records.

The Corporation may impose reasonable controls on member voting systems, including:

a) authenticated access;

b) secure electronic signatures;

c) voting logs;

d) ballot integrity controls;

e) anti-duplication controls;

f) conflict and recusal flags;

g) proxy verification where permitted;

h) accessibility accommodations;

i) multilingual or plain-language explanatory materials where approved;

j) public-safe limitation notices;

k) audit trail and tamper-evidence where used; and

l) correction procedures for technical or procedural defects.

78.13 Higher Thresholds Where Required. A higher voting threshold shall apply where required by applicable law, the Articles or Certificate, this Bylaw, class instrument, Board resolution, member resolution where applicable, or policy. Higher thresholds may apply to constitutional, structural, mission-significant, tax-significant, public-benefit-significant, role-separation-significant, member-rights-significant, or dissolution-related matters.

Matters requiring heightened approval may include, as applicable:

a) amendment, restatement, repeal, or replacement of the Articles or Certificate;

b) amendment, restatement, repeal, or replacement of this Bylaw where member approval is required;

c) merger, consolidation, conversion, dissolution, sale or transfer of substantially all assets, or public-good asset distribution;

d) change to membership structure, member classes, voting rights, or member approval rights;

e) change to mission lock, nonprofit character, non-distribution, public-benefit purpose, or tax posture;

f) change to United States legal seat, all-states-and-territories posture, or North America anchor role where member approval is required;

g) change affecting GCRI / GRF / GRA role separation, public-good stack / enterprise stack separation, or non-execution boundaries where member approval is required; and

h) any other matter designated by competent record.

No lower threshold shall be used to approve a matter for which a higher threshold is required. Any action taken without the required threshold shall be void, voidable, suspended, subject to ratification where lawful, corrected, or denied effect.

78.14 Vote Purchase Prohibited. No Voting Member, applicant, sponsor, donor, funder, provider, host, public authority participant, investor, insurer, lender, national company, Project SPV, enterprise actor, officer, director, employee, contractor, advisor, fellow, representative, or other person shall purchase, sell, trade, condition, pledge, assign, bargain for, or otherwise exchange a vote or voting influence for money, property, sponsorship, donation, grant, contract, employment, access, data access, public authority access, publication outcome, recognition, finance-readiness, certification, procurement advantage, provider preference, Docket status, Grid status, Nexus-compatible claim, board seat, committee seat, or other benefit.

A vote-purchase violation may include direct or indirect arrangements, including:

a) payment for voting a certain way;

b) payment for abstention;

c) payment for non-attendance;

d) payment for proxy appointment;

e) funding conditioned on governance outcome;

f) sponsorship tied to vote outcome;

g) provider benefit tied to vote outcome;

h) public authority access tied to vote outcome;

i) employment, consultancy, grant, award, scholarship, fellowship, or contract tied to vote outcome;

j) coordinated vote commitments made in exchange for benefits; and

k) any other arrangement that compromises independent voting judgment.

Any vote affected by vote purchase may be rejected, voided, suspended, challenged, investigated, corrected, or referred for legal action. The Corporation may suspend or terminate the member or participant involved.

78.15 Sponsored Vote Prohibited. No vote shall be exercised under sponsor direction, donor direction, funder direction, provider direction, host direction, public authority direction, investor direction, insurer direction, lender direction, bank direction, underwriter direction, public finance actor direction, national company direction, Project SPV direction, enterprise actor direction, political actor direction, employer direction, or coordinated bloc direction unless such direction is lawful, disclosed, compatible with membership terms, and not inconsistent with the member’s independent obligations. Undisclosed sponsored voting is prohibited.

Sponsored vote concerns include, without limitation:

a) voting under a sponsorship agreement;

b) voting under donor or funder conditions;

c) voting under employer direction where the member is expected to exercise independent judgment;

d) voting to preserve contract, grant, access, or commercial opportunity;

e) voting to obtain or preserve public authority access;

f) voting to obtain recognition, finance-readiness, certification, procurement advantage, provider status, or Nexus-compatible status;

g) voting to suppress correction, withdrawal, retraction, public clarification, or limitation language; and

h) voting as part of a coordinated influence plan.

The Corporation may require declarations of independence before a vote, investigate sponsored voting, require recusals, disregard votes, restrict class participation, suspend voting rights, terminate membership, or issue correction where sponsored vote risk exists.

78.16 Vote Trading Prohibited. Voting Members shall not engage in vote trading, reciprocal voting agreements, bloc voting arrangements, side deals, commitment exchanges, negative pledges, abstention swaps, access-for-vote arrangements, publication-for-vote arrangements, recognition-for-vote arrangements, finance-readiness-for-vote arrangements, certification-for-vote arrangements, procurement-for-vote arrangements, provider-preference-for-vote arrangements, or any comparable arrangement that compromises independent judgment or public-benefit governance.

Prohibited vote trading includes arrangements in which a member agrees to vote or abstain on one matter in exchange for another member’s vote or abstention on another matter, whether or not money changes hands. It also includes arrangements that use institutional positions, public authority relationships, sponsor benefits, provider relationships, capital-reader relationships, controlled-room access, technical access, repository permissions, or publication influence as consideration.

Where vote trading is suspected, the Corporation may:

a) hold the vote;

b) require disclosures;

c) require recusals;

d) restrict access to materials;

e) appoint an independent reviewer;

f) refer to counsel;

g) defer action;

h) disregard affected votes where lawful;

i) require ratification where lawful;

j) suspend or terminate voting rights; and

k) preserve records for investigation and correction.

78.17 Influence Aggregation Review. The Corporation shall conduct influence aggregation review where multiple Voting Members, representatives, proxies, delegates, applicants, supporters, sponsors, donors, funders, providers, hosts, public authorities, investors, insurers, lenders, national companies, Project SPVs, enterprise actors, affiliates, related parties, employees, contractors, or coordinated participants may exercise voting power in a manner that creates capture risk or appearance of capture.

Influence aggregation review may consider:

a) common ownership, control, funding, employment, sponsorship, donor, provider, host, investor, insurer, lender, public authority, public finance, national company, Project SPV, enterprise, family, contractual, fiduciary, advisory, or political relationships;

b) shared representatives, coordinated counsel, coordinated consultants, coordinated communications, shared funding sources, sponsored seats, bundled memberships, in-kind dependencies, or common strategic interests;

c) concentration of votes within a sector, technology family, sponsor group, provider group, capital-reader group, public authority group, geography, state interface, territorial interface, Tribal interface, institutional network, or Nexus-interface group;

d) voting patterns suggesting coordinated capture;

e) proposed actions affecting private benefit, public authority access, finance-readiness, certification, procurement, recognition, provider status, sponsorship benefit, publication outcome, technical baseline, controlled-room output, Docket status, Grid status, or Nexus-compatible claim; and

f) any factor that may impair public-benefit governance or institutional independence.

Where influence aggregation risk is found, the Corporation may impose disclosure requirements, voting caps where lawful, recusal, class balancing, access restriction, independent review, Board review, vote deferral, suspension, termination, diversification, ring-fencing, or refusal of admission.

78.18 No Voting Member Control by Sponsor, Provider, Donor, Funder, Host, Public Authority, Investor, Insurer, Lender, National Company, Project SPV, or Enterprise Actor. Voting Membership shall not be structured, sold, granted, renewed, aggregated, delegated, sponsored, financed, or administered in a manner that gives control, negative control, de facto control, veto power, special influence, blocking power, outcome control, or capture leverage to any sponsor, provider, donor, funder, host, public authority, investor, insurer, lender, underwriter, bank, public finance actor, national company, state operating company, regional company, Project SPV, enterprise actor, political actor, university, laboratory, media actor, or other external constituency.

No person may use Voting Membership to secure:

a) governance control;

b) Board control;

c) officer control;

d) committee control;

e) budget control;

f) research control;

g) evidence control;

h) method control;

i) publication control;

j) data access control;

k) public authority access control;

l) recognition control;

m) finance-readiness control;

n) certification or procurement control;

o) provider preference;

p) technical baseline control;

q) Nexus-interface control; or

r) enterprise execution opportunity.

Where a Voting Member or group of Voting Members creates or appears to create capture risk, the Board may require mitigation, including recusal, voting restriction where lawful, access restriction, suspension, termination, membership redesign, class redesign, influence cap, independent review, public-safe clarification, or amendment of membership structures.

78.19 Voting Member Records. The Corporation shall maintain Voting Member Records sufficient to establish, verify, audit, correct, and preserve the legal existence, class, rights, duties, limitations, good standing, voting eligibility, voting actions, conflicts, recusals, proxies, written consents, electronic voting actions, suspension, termination, resignation, reinstatement, and public-claim discipline of each Voting Member.

Voting Member Records shall include, as applicable:

a) legal authority for Voting Membership;

b) class instruments and voting-rights schedules;

c) applications, nominations, approvals, admissions, consents, acknowledgments, and effective dates;

d) Voting Member Register entries;

e) identity, capacity, representative authority, public authority capacity, institutional affiliation, beneficial ownership or control information where applicable, and contact records;

f) good-standing records;

g) dues, fees, waivers, refunds, scholarships, public-interest access, and tax classification records;

h) conflict disclosures, related-party disclosures, independence reviews, capture-risk reviews, influence aggregation reviews, sponsor, donor, funder, provider, host, investor, insurer, lender, public authority, national company, Project SPV, and enterprise relationship records;

i) meeting notices, agendas, attendance, quorum records, materials records, ballot records, written consents, electronic votes, proxies where lawful, vote tallies, class votes, abstentions, recusals, challenges, objections, continuations, adjournments, and determinations;

j) vote-purchase, sponsored-vote, vote-trading, coercion, retaliation, misconduct, or improper-influence review records;

k) confidentiality, data / AI / cyber, competition, sanctions, export-control, controlled-technology, civil rights, accessibility, safeguards, protected knowledge, public authority boundary, finance-boundary, certification-boundary, procurement-neutrality, recognition-boundary, provider-neutrality, and public-safe claims acknowledgments;

l) suspension, restriction, termination, resignation, reinstatement, appeal, probation, offboarding, access revocation, public-claim restriction, correction, withdrawal, retraction, takedown, and public clarification records; and

m) responsible owner, custodian, version, effective date, review date, repository location, access class, publication class, retention class, legal hold status, deletion status, archive status, and metadata.

The governing rule of this Section is that Voting Membership, where adopted at all, shall be a narrow, lawful, recorded governance status and not a channel for capture, payment-for-control, public authority confusion, finance-readiness overclaim, certification overclaim, procurement overclaim, recognition overclaim, provider preference, sponsor control, or enterprise execution. Voting rights shall be exercised only within the recorded scope, only by members in good standing, only under conflict and anti-capture controls, and only in service of the Corporation’s public-benefit mission.

Section 79. Non-Voting Members, Supporters, Subscribers, and Affiliates

79.1 Non-Voting Member Category. The Corporation may establish one or more categories of non-voting members only where authorized by applicable law, the Articles or Certificate of Incorporation, this Bylaw, or a duly adopted Board resolution. A “Non-Voting Member” means a person, institution, or class of persons admitted by competent record to a membership or membership-adjacent category that does not carry voting rights, does not confer governance control, and does not create authority to bind the Corporation.

Non-voting membership shall be a participation, support, learning, consultation, access, or public-good engagement category only, unless a competent record expressly grants additional rights within lawful limits. No non-voting member shall be treated as a Voting Member, director, officer, fiduciary, agent, representative, public authority delegate, provider, sponsor controller, certification participant with decision rights, recognition participant with decision rights, finance-readiness participant with decision rights, procurement participant with decision rights, or enterprise execution actor by reason of non-voting status.

The Corporation shall define each non-voting member category with sufficient precision to state:

a) eligibility criteria;

b) admission authority;

c) rights and benefits;

d) duties and limitations;

e) access classifications;

f) public-claim rules;

g) fee or dues treatment, if any;

h) conflict and disclosure duties;

i) confidentiality and data / AI / cyber duties;

j) safeguards and protected knowledge duties;

k) suspension, termination, cancellation, refund, and reinstatement rules; and

l) records, correction, and closeout requirements.

Non-voting membership shall not be used to create de facto voting power, shadow governance, sponsor influence, provider influence, donor influence, funder influence, public authority influence, capital actor influence, national company influence, Project SPV influence, or enterprise-stack capture.

79.2 Supporter Category. The Corporation may maintain one or more categories of supporters for individuals, institutions, public-benefit organizations, universities, laboratories, communities, civil society bodies, public-interest groups, donors, sponsors, funders, technical contributors, or other persons that support the Corporation’s mission without becoming Voting Members or governance actors. A “Supporter” means a person or institution that provides mission-compatible support, participation, advocacy, learning engagement, public-good assistance, or non-controlling contribution under terms approved by the Corporation.

Supporter status may be recognized through acknowledgment, listing, participation opportunity, learning access, public materials access, public-good engagement, or other benefits approved by the Corporation, provided that such benefits are compatible with law, tax treatment, nonprofit character, public-benefit purpose, sponsor non-control, donor non-control, provider neutrality, public authority boundaries, finance boundaries, certification and procurement boundaries, data / AI / cyber controls, safeguards, and public-safe claims discipline.

Supporter status shall not confer:

a) voting rights;

b) statutory membership rights unless separately granted by competent record;

c) Board appointment or removal rights;

d) fiduciary status;

e) authority to bind the Corporation;

f) authority to speak for the Corporation;

g) public authority status;

h) controlled-room access by default;

i) certification, recognition, finance-readiness, procurement, or provider status;

j) public authority endorsement; or

k) any right to direct research, evidence, methods, technical baselines, publications, public authority access, Nexus interfaces, or public-good assets.

Supporter status shall remain revocable, conditional, and subject to correction where support, conduct, public statements, funding conditions, public claims, or associated relationships create capture risk, public confusion, private benefit, role confusion, safeguards risk, or regulatory-perimeter risk.

79.3 Individual Subscriber Category. The Corporation may maintain individual subscriber categories for natural persons who receive access to publications, newsletters, public-safe reports, Academy materials, learning programs, technical libraries, events, dashboards, methods summaries, public-good software notices, controlled public materials, or other approved subscription benefits. Individual subscription shall be a contractual or programmatic access relationship and shall not, by itself, create statutory membership, voting rights, governance rights, fiduciary status, public authority role, officer status, advisory authority, repository authority, controlled-room authority, certification status, recognition status, finance-readiness status, procurement advantage, or authority to bind the Corporation.

Individual subscribers shall be subject to the terms of the subscription, applicable access classifications, public-safe claims rules, confidentiality rules where applicable, data / AI / cyber rules where applicable, acceptable-use rules, intellectual property and licensing terms, community safeguards, non-retaliation, and correction requirements. Subscription access may be suspended, limited, withdrawn, or terminated where the subscriber misuses materials, breaches access rules, makes public overclaims, violates safeguards, uploads controlled materials to unapproved AI systems, redistributes restricted materials, misstates the Corporation’s authority, or otherwise acts inconsistently with the Corporation’s public-benefit purposes.

Individual subscriber benefits shall be structured to preserve tax and nonprofit compatibility. Any payment for subscription benefits shall be classified according to the competent record and shall not be represented as a charitable contribution, deductible gift, membership fee, sponsorship payment, or public authority fee unless such classification is lawful and recorded.

79.4 Institutional Subscriber Category. The Corporation may maintain institutional subscriber categories for organizations that receive access to defined subscription benefits, including publications, learning libraries, technical materials, public-safe reports, datasets, dashboards, Academy materials, benchmark libraries, methods summaries, public-good software notices, controlled public materials, or other approved access. Institutional subscription shall not create governance rights, Voting Membership, public authority status, provider preference, sponsor control, certification, recognition, finance-readiness, procurement advantage, official adoption, public authority endorsement, or authority to bind the Corporation.

Institutional subscribers shall act through designated representatives recorded by the Corporation. Representative access shall be limited to the scope, duration, number of users, access class, confidentiality class, data / AI / cyber rules, public-safe restrictions, AI-use restrictions, export-control restrictions, sanctions restrictions, public authority boundary limits, and safeguards obligations stated in the subscription terms.

Institutional subscribers may include, where lawful and appropriate:

a) universities and laboratories;

b) public-benefit organizations;

c) civil society organizations;

d) public authorities participating within recorded capacity;

e) community and Indigenous organizations, subject to safeguards and protocol respect;

f) companies, providers, sponsors, hosts, funders, and enterprise actors, subject to enhanced anti-capture and public-claim controls;

g) media and public literacy organizations, subject to public-safe and non-endorsement limits; and

h) other institutions approved by the Corporation.

Institutional subscription shall not allow the subscriber to state or imply that it has been endorsed, certified, recognized, approved, made finance-ready, made procurement-ready, admitted to a public authority process, selected as a provider, granted Nexus-compatible status, or granted privileged public authority access unless such status is separately and lawfully recorded by competent authority.

79.5 Affiliate Category. The Corporation may establish an “Affiliate” category for persons or institutions that maintain an approved, non-controlling, mission-compatible relationship with the Corporation for research, education, public-good technology, public authority learning, community safeguards, technical literacy, public-safe reporting, open technical baseline development, public-good software development, or Nexus-aligned public-good collaboration. Affiliate status shall be non-voting, non-fiduciary, non-agentic, non-exclusive, revocable, and bounded unless a competent instrument states otherwise.

Affiliate status may be granted to institutions, networks, centers, laboratories, universities, public-benefit organizations, civil society bodies, community organizations, Indigenous or Tribal interface bodies where lawfully and respectfully structured, technical communities, public-interest groups, or other participants. Affiliate status shall not create a branch, division, subsidiary, parent, joint venture, partnership, common treasury, shared liability, common employer, joint employer, public authority delegation, or enterprise execution relationship.

Affiliate instruments shall specify:

a) the purpose of affiliation;

b) activities covered;

c) activities excluded;

d) name-use permissions;

e) public-description language;

f) data, AI, cyber, IP, publication, confidentiality, and safeguards rules;

g) public authority and finance-boundary limitations;

h) certification, procurement, recognition, and provider-neutrality limitations;

i) term, review, suspension, termination, and closeout rules; and

j) records and correction pathways.

No affiliate may represent that affiliation constitutes endorsement, certification, recognition, finance-readiness, procurement approval, public authority approval, provider preference, official adoption, or Nexus-compatible status unless separately and lawfully recorded.

79.6 Research Network Affiliate Category. The Corporation may maintain a Research Network Affiliate category for universities, laboratories, research institutes, public-benefit research organizations, scholars, fellows, technical experts, community research partners, Indigenous or Tribal research interface partners where lawfully and respectfully structured, and other qualified research actors. The purpose of this category shall be to support public-benefit research integrity, evidence development, methods review, reproducibility, technical literacy, observability methods, public-good R&D, public-safe publication, and research translation without enterprise execution.

Research Network Affiliate status shall be subject to research ethics, human-subjects review where applicable, community review where appropriate, Indigenous and protected knowledge safeguards, health-sensitive data safeguards, privacy rules, data-use agreements, AI-use restrictions, publication rules, conflict disclosures, sponsor disclosure, attribution rules, IP rules, confidentiality obligations, and correction pathways.

Research Network Affiliates shall not acquire authority to:

a) determine institutional research conclusions;

b) certify technologies;