Phoenix Foundations operating policies

Prepared September 25, 2026. Effective date: pending recorded board adoption.

Phoenix Foundations helps adults build stable, independent lives through housing, food, peer support, optional paid work and training, and connections to employment and community services. Later, a separately funded program may help eligible participants acquire a repaired home or vehicle. Resident dignity, reliable operations, and lawful housing practices come first.

Phoenix has no property at present. It intends to buy or lease a site. The proposed first-site capacity is up to 12 residents, subject to approval of the actual property. No residence address, opening date, occupancy authorization, insurance coverage, or funding award is established by this packet.

1 Document authority and adoption

This version replaces the old operating manuals, master book, Code, short packets, and forms only when the governing board validly adopts it and completes any required amendments. It does not itself amend filed Articles, sign contracts, obtain approvals, or change an existing resident's agreement. Use the adoption record in Document 03. Keep the original packet as historical material labeled superseded after adoption; do not circulate it as current instructions.

The governing order is applicable law, filed Articles, validly adopted bylaws, adopted policies, and approved procedures. Signed resident and employment agreements retain enforceable rights; an internal policy or later summary cannot silently reduce them. Resolve conflicts with counsel and make changes with required notice or consent. Document 02 contains the resident agreement and operational forms governed by this policy. Document 03 contains the adoption, opening evidence, and professional review records. The workbook supports planning and records evidence; it cannot authorize admissions or compensation by itself.

The Secretary keeps the signed authoritative set, version, effective date, approval minutes, and distribution list. Staff receive the current version and acknowledge material changes. Review annually and before changes to property, fees, staffing, services, funding, or asset sales. Pending adoption, the corrected set is for preparation and review, not a representation that Phoenix is open.

2 Program scope and admission

The first residence will provide independent communal living and non-clinical support. Staff do not diagnose, prescribe, administer or take custody of residents' medications, or promise treatment. Clinical services are obtained through appropriately qualified external providers. Staff respond to emergencies and make referrals within training. A description as non-clinical does not determine whether actual activities require a license, certification, payer enrollment, or additional insurance; document that review before opening and when services change.

Admit only after the opening release in Document 03 is signed, a lawful vacancy exists, an individual interview is completed, and the resident receives the agreement and completed site schedule. The 12-resident figure is a planning ceiling, not permission to use 12 bedrooms, beds, or occupants at any particular property. The approved site capacity controls, including rules for staff and guests. One resident's fee is $400 per month whether in a private or approved shared room; disclose sharing and actual accommodation before acceptance. Do not increase occupancy by converting rooms without approvals.

Assess the applicant's needs against services Phoenix can safely provide, with reasonable accommodations considered individually. Do not require employment, a particular religion, a medication-free recovery path, or uncompensated program labor to qualify. Residents agree to communal safety rules and a practical plan for payment or approved assistance. Financial need is not misconduct. People needing immediate medical attention receive emergency assistance; a non-emergency referral uses consent and confirmed receiving arrangements where possible.

Phoenix serves adults as its planned program population. No blanket exclusion of families with children or sex-based site restriction may be implemented until counsel documents its lawful basis for the actual facility and funding. Do not advertise an exemption that has not been established. Handle pregnancy, disability, assistance animals, visitors, room assignments, and individual accommodations under applicable law. Do not steer or reject someone solely because of protected status. An oral accommodation request is accepted and documented with the person's help; no special phrase or form is required. Request only information necessary to evaluate the need, protect its confidentiality, and give a written decision and review route.

Record objective admission reasons, vacancy and service constraints, accommodations considered, and a decision. Provide an accessible explanation and a referral when appropriate. Do not record unnecessary diagnoses or sensitive personal narratives. No first-come or interview rule overrides nondiscrimination duties.

3 Resident fees and financial fairness

The monthly resident fee is $400 and covers the agreed accommodation, ordinary food, utilities, trash, and shared amenities identified in the site schedule. The default due date is the first of the month. Partial arrival and departure months use actual occupied days divided by calendar days in that month, multiplied by $400. The agreement specifies when possession is returned or legally recovered. Do not charge a new resident for days already paid for by another resident occupying the same space.

There is no deposit, application fee, late fee, testing fee, or mandatory activity charge under this policy. A new charge requires legal review, board approval, advance lawful notice and any required agreement, and an updated fee schedule. Issue receipts for all collections. Staff never take residents' bank cards, benefit cards, PINs, passwords, or control of personal finances. Offer accessible payment methods; log cash immediately, issue a numbered receipt, use a second-person count when available, and deposit into Phoenix's account by the next banking day. Do not keep cash in personal accounts or deduct wages to collect fees.

If payment is difficult, discuss a written plan, assistance, or a mutually acceptable transition. Record actual ability and options without demanding unnecessary financial information. A payment-plan failure can lead to lawful notice and review, not physical expulsion, lockout, or withheld food. Provide an itemized account and return any undisputed prepaid unused fee within 14 calendar days after the end of possession, or earlier when law requires. Handle disputes separately; do not invent damage penalties or seize possessions.

Possible partner support of $[address on file privately], eligible occupancy, permitted use, and realistic collection timing. It does not raise the resident's $[address on file privately]arate bank account does not remove those restrictions.

[address on file privately]

Residents, staff, directors on duty, volunteers, and instructors must treat people respectfully. Prohibit violence, credible threats, theft, intentional property damage, harassment, sexual assault, dealing, retaliation, and intimidation. Prohibit alcohol consumption and use of non-prescribed prohibited substances on Phoenix-controlled property and vehicles, including marijuana. Lawfully prescribed medication taken as directed is allowed; staff must not classify prescribed opioid-use-disorder treatment as prohibited use.

The site is free of firearms and other weapons except authorized emergency responders and any exceptions required by law. Ordinary kitchen and supervised work tools are used only for their intended purposes and stored safely. Do not handle or confiscate a weapon during an unsafe confrontation; call emergency responders. Counsel reviews enforcement and legally required exceptions for the selected site.

Shared ordinary household tasks are reasonable, distributed fairly, and adjusted for disability or temporary illness. They do not include Phoenix construction, vehicle repair, commercial production, or staff replacement. No punitive work assignments. Residents may decline optional employment and training without losing housing. Personal development plans can include health, benefits, caregiving, education, job search, or other appropriate goals.

For routine issues, describe the facts, hear the resident's response, consider accommodations, and agree on a correction. If needed, give a written warning identifying the rule, facts, reasonable correction period, support offered, and review rights. Record compliance or a repeat violation. Serious incidents can move directly to safety response and lawful notice without an earlier warning. They do not authorize a self-help eviction.

Staff must not have sexual or romantic relationships with current residents, borrow from or lend personal money to them, request gifts or side payments, exploit their labor, falsify records, or use their personal property without a legitimate documented program reason and voluntary consent. No resident card, PIN, password, or financial account may be used by staff. Allegations against staff go to an uninvolved director; protective employment action may be taken while facts are reviewed, subject to employment law and the resident's independent housing rights.

5 Testing and medication

Do not begin random or suspicion-based testing until counsel and a qualified testing provider approve a written protocol and the insurer has been told. Complete the testing annex in Document 02, including the panel, collection method, random-selection process, consent, privacy, costs, result review, and confirmation route. Use the same neutral process for comparable cases; do not target a protected group or retaliate.

Before collection, explain the purpose and obtain required consent. Use trained personnel and the least intrusive approved method. Give specimens coded identifiers, use provider-approved custody controls, and restrict access. Phoenix pays for required tests and confirmations. A preliminary positive is not a final finding. A qualified reviewer considers medications privately and arranges confirmation by an appropriate laboratory when a result is disputed or has a housing consequence. Phoenix receives only the information needed for the decision, not an unnecessary medication list.

A THC-only result by itself does not justify termination. Observed on-site use may be addressed under the conduct process using documented facts. Other confirmed prohibited-substance results lead to individual safety assessment, a chance to respond, accommodation review where required, referral options, and the lawful notice process. A refusal is documented and explored for disability, privacy, medical, or collection concerns; it is not an automatic same-day removal. Do not compel a specimen by force. Testing cannot delay urgent care.

Residents retain custody of their medication. Provide a resident-controlled lockbox or other secure arrangement suitable for the medication, including refrigeration where needed. Staff do not retain keys to medication containers, count doses as treatment, advise changes, or share prescriptions. A voluntarily requested support arrangement must stay within lawful scope and documented training. Shared emergency naloxone is managed separately under the emergency procedure and applicable rules. Inventory and check expiry without collecting private resident medication details.

6 Housing termination and grievance

Program-rule enforcement does not itself terminate a person's right to possess a residence. Phoenix will not lock residents out, remove belongings, cut utilities, withhold meals or medication access, threaten force, or demand immediate key return as a substitute for lawful process. Until counsel documents the applicable housing classification and site-specific notice process, use residential-tenant protections as the operational minimum. Staff use only the approved notice, service method, court process, and authorized enforcement procedure. Do not invent a notice period in a form.

Immediate danger calls for emergency services, de-escalation, and lawful protective measures. Offer a voluntary alternative placement when safe; document voluntary consent without coercion. A medical transfer does not by itself establish abandonment. Record property, arrange lawful retrieval, preserve records, and coordinate with counsel if possession is disputed. Only authorized public officials execute a court removal when required.

Give the resident the facts, the rule involved, an opportunity to respond, accommodation consideration, a written decision, and the grievance contact. A resident may complain orally, in writing, through a representative, or with staff assistance. Acknowledge within two business days and answer within seven calendar days. An uninvolved director reviews an appeal within ten calendar days of receipt. If no uninvolved reviewer is available, arrange an independent reviewer with written authority; do not refer the complaint back to the accused person. Resolve time-sensitive housing or safety issues sooner. An internal appeal does not replace legal rights, extend a court deadline, or automatically stay a court order. Where legally possible, defer non-emergency termination action until internal review is complete.

No retaliation for complaints, accommodation requests, seeking care, refusing optional work, or contacting authorities. A partner may help only with the resident's consent and the partner's agreement; do not promise external oversight that has not been arranged. Staff explain how to obtain legal assistance without claiming to represent the resident.

7 Staffing and supervision

Before opening, the board appoints a site operator, alternate/on-call lead, independent grievance reviewer, records custodian, finance reviewer, and emergency coordinator. One person may hold compatible roles, but cannot independently approve their own pay, expenses, investigation, or grievance. Use the staffing roster in Document [address on file privately], hours, contact methods, authority, training, and coverage for leave.

Create a weekly coverage schedule based on actual resident needs, insurer conditions, and applicable licensing rules. State the hours physically staffed, the overnight/on-call arrangement, response expectations, and backup contact. No unstaffed gap may be concealed by labeling a person on call. Do not promise 24-hour staffing unless it is funded and scheduled. Suspend new admissions if required coverage fails; protect current residents and arrange lawful continuity instead of an abrupt displacement.

Before independent duty, staff complete identity/reference checks appropriate to the role, legally compliant screening, policy orientation, resident rights and boundaries training, emergency response training, confidentiality and records handling, incident reporting, and role-specific instruction. Use individualized screening decisions consistent with applicable law; do not apply an unexplained blanket criminal-history exclusion. Drivers require a verified license, driving eligibility, vehicle authorization, insurance approval, and a safe vehicle. Trades instructors require verified credentials for the actual work and appropriate insurance.

The operator maintains the schedule and daily handover. The board reviews staffing and incident trends monthly during the first year. Volunteers have written limited duties, a supervisor, and a true voluntary relationship; they must not perform work that should be paid merely because Phoenix lacks funds. No volunteer arrangement may replace wages already earned.

8 Compensation and participant work

Board service is unpaid. Reasonable documented reimbursements follow the expense policy. Staff pay is for actual authorized work and must meet applicable wage, overtime, tax, insurance, and classification requirements. A job title, stipend, signed waiver, or budget cap does not establish an exemption from those requirements.

The former automatic $1,500 operator-pay trigger is withdrawn for future approvals. The $1,500 amount may be used as a planning target, not a legal wage cap. Before starting paid operator work, disinterested directors approve duties, hours, classification, comparable compensation, funding source, payroll setup, and a prospective written agreement. At least two disinterested directors approve founder or related-party compensation as a Phoenix policy; if unavailable, defer the transaction and fill the board. The interested person discloses the interest and leaves deliberation and voting except to answer factual questions. Record alternatives and the basis for fairness.

The board must review three months of actual collections and fully loaded operating costs where available, a funded startup plan if not yet operating, a 12-month forecast, and an unrestricted reserve of at least three months of approved recurring cash obligations. Restricted money, refundable resident balances, unearned grants, asset-sale receivables, and unsettled work-credit claims do not count as free operating reserves. Approval is not automatic when eight residents pay. Review affordability monthly. If income falls, lawfully adjust future staffing or funding before new obligations arise; pay all earned wages on time and never retroactively cancel them.

New productive resident work beyond ordinary chores is optional paid employment unless qualified review establishes a different lawful arrangement. The initial planning rate is at least $16 per hour in money, with higher legally required rates, overtime, payroll deductions, and employer costs as applicable. Record all compensable time even if it was not preapproved. Correct unauthorized work through supervision, never by withholding earned wages. Residents keep the room when they decline optional work. Work agreements are separate from housing agreements, and rent is not deducted automatically from pay.

Stop offering new $18/hour purchase credits in place of wages. An independently approved, funded purchase-assistance award may be offered separately under Section 13 after tax and employment review; it cannot replace wages or create an unfunded promise. This change does not erase any existing credits or pay claims. Before transition, ask whether anyone has already worked or earned credits, preserve every election and stub, reconcile hours and balances with the person, and have counsel/payroll determine and fund required settlement. Do not require a release of legal rights or future purchase as a condition of paying what is owed.

9 Money and budget controls

Use corporate accounts in the verified legal name. Maintain an operating account, a restricted-funds ledger and account when needed, and a capital ledger/account. Separate endowment restrictions from ordinary capital; no assumed percentage draw authorizes use. Keep donor and contract restrictions by award, not merely by bank account. Document permissible inter-account transfers and retain approvals. Never commingle personal and corporate money.

The budget workbook distinguishes selected-site costs, startup capital, monthly operating cash, restricted funds, and possible grants. Unknown amounts remain blank and prevent a complete-budget result. A zero means a cost was considered and determined not to apply, with evidence. Do not reuse the old $3,200 figure as a validated budget. Include buy-or-lease costs, staff and payroll burden, food by occupied resident, insurance, utilities, repairs, transport, testing, professional services, records systems, and contingency. Keep capital purchases and loan principal distinguishable from operating expenses even though both consume cash.

As an internal control, require two documented approvers before commitments or payments of $1,000 or more, every related-party payment, every restricted/capital transfer, and every new contract. No one approves their own reimbursement. If bank dual authorization is unavailable, retain approvals before release and arrange independent next-business-day review. Smaller ordinary expenses must fit the approved budget and have receipts. An emergency safety expenditure may be authorized by the operator within a board-set written limit and reviewed by an independent director within two business days; never delay a 911 call for purchasing approval. No transaction-splitting to avoid review.

An independent reviewer reconciles every account monthly, compares actuals with budget, verifies resident receipts and payroll, and reviews unpaid bills, credits/claims, restrictions, cash needs, and reserves. Report to the board monthly. Keep a forecast of collection timing; promised or invoiced money is not bank cash. Founder support is a documented donation unless a separately approved agreement establishes a loan. No loan or personal benefit to directors is authorized by this policy.

10 Property and insurance

The mailing address in the old packet is not established as a residence or licensed service site. For each candidate, obtain the exact address, owner, permitted use, zoning and building/fire determination, maximum occupancy, accessibility review, utilities and septic/well capacity where relevant, habitability inspection, and insurance quotation for the described use. Do not assume a motel, workshop, house, or room count allows this program.

Before a purchase or lease, the board approves the property, total cost, funding, inspections, contingencies, permitted use, related interests, and signing authority in a separate resolution. Counsel reviews the contract and title/lease conditions. A lease must expressly permit the proposed occupancy and activities and identify repair, utility, insurance, termination, and alteration responsibilities. Do not commit nonrefundable funds before required diligence and financing approval. Keep loan principal, interest, taxes, and insurance distinct in the budget.

Give the broker an accurate activity description: recovery-oriented communal housing, resident count and staffing, peer support/testing, transportation, volunteers, paid resident work, trades instruction, and any proposed fitness equipment. Ask for written scope, exclusions, conditions, deductibles, claims procedures, and quotes for general liability including abuse/molestation, property/contents, professional or peer services, workers' compensation as applicable, owned/non-owned/hired auto, directors/officers, employment practices, crime/fidelity, and cyber/privacy coverage as relevant. The old $1 million/$2 million liability amounts are quotation targets only; the board and broker select appropriate limits. A certificate alone does not prove an activity is covered.

Bind the necessary coverage before exposure, verify named insured and site, and track effective and renewal dates. No owned vehicle operation, cold plunge, hazardous shop work, public asset sales, or clinical billing starts on the basis of a generic insurance sheet. Cold plunge activity is deferred until a separate health/safety protocol and insurer approval exist. Teach licensed trades only under lawful supervision and permits; a later signature by a license holder does not by itself authorize unlicensed work.

11 Daily safety and emergencies

Before each shift, check coverage, emergency phone access, exits, obvious hazards, food availability, urgent maintenance, and the secure handover log. Do not put medical details on public boards. Track repairs with responsible person and completion date; urgent hazards receive immediate protection and response. Follow inspection and maintenance schedules required by fire officials, equipment manufacturers, public health, and the insurer. Record monthly drills and lessons as an initial operating practice, adjusted to applicable requirements.

Post the completed emergency sheet at the kitchen and exits. It must show the actual address and access instructions, 911, primary and backup staff contacts, evacuation assembly place, accessible evacuation arrangements, emergency supplies, naloxone locations, and verified hospital and crisis resources. Do not post blank or unverified partner numbers as a finished plan.

For suspected overdose or a person not breathing normally, call [address on file privately], provide CPR/AED assistance within training and dispatcher direction, and stay until responders take over. Do not delay care for a drug test, paperwork, fee dispute, or discipline. Staff check naloxone stock, expiry and accessibility routinely and after use. Phoenix's no-retaliation rule protects good-faith requests for emergency help; do not promise immunity from all external legal consequences.

For fire, evacuate by safe routes, call 911, assemble, account for people without unsafe reentry, and inform responders of missing persons. For violence, avoid confrontation, move others to safety where possible, and call 911. For urgent behavioral crisis, seek emergency help when danger is immediate and use verified crisis resources otherwise. Staff do not restrain, confine, or transport an unsafe person beyond lawful training and authority.

After stabilizing an event, write an objective incident record the same shift or as soon as practicable. Notify the on-call lead and independent board contact, preserve evidence securely, and make required agency/insurer reports within their actual deadlines. Share only necessary information. Review within two business days, assign corrective actions, and track completion. Treat reports of abuse or exploitation independently and make legally required reports without requiring management permission.

12 Privacy and records

The board appoints a records custodian before intake. Collect only data needed for admission, safe support, payment, employment, or a lawful requirement. Do not collect Social Security numbers for routine housing intake. Payroll identity/tax documents, if needed, are held separately with payroll access only. Separate resident files, confidential testing/accommodation records, employee records, finance records, and corporate documents.

Lock paper records in an access-controlled cabinet. Use organization-controlled digital accounts with unique logins, multifactor authentication, device encryption, automatic screen locks, restricted folders, and encrypted backups. No shared passwords, resident details in personal text groups, unattended printed files, public spreadsheets, or default AI uploads. Configure access by role, log disclosures, and remove access promptly on role exit. Test backup restoration quarterly. Share coded resident IDs in board reports where names are unnecessary.

Give residents the privacy notice in Document 02. Obtain specific, time-limited releases for optional partner sharing. Record recipient, purpose, scope, expiration and revocation. Do not bundle broad marketing, photograph, fundraising-story, research, or AI consent with housing consent. Optional publicity needs a separate voluntary approval and declining it has no housing consequence. An emergency contact is not automatic permission to disclose a full record. Legal demands, mandated reports, and emergency exceptions go to the custodian/counsel; do not promise absolute confidentiality or release an entire file by default.

Before receiving clinical records or starting electronic health billing, document whether HIPAA, business-associate duties, 42 CFR Part 2, payer requirements, and state law apply. Program labels do not answer that question. Use compliant agreements, authorizations and systems before expanding. No clinical billing or protected partner-record intake until that assessment is complete.

Proposed retention schedule: corporate formation, bylaws, minutes and property title records permanently; finance, grant and payroll records at least seven years after the relevant year or closeout; routine resident agreements, payments and service records seven years after exit; unsuccessful intake records two years after decision; routine non-disputed testing records one year after exit. These are internal baseline proposals requiring counsel/payer/insurer confirmation before adoption, not asserted legal minimums. Retain longer when law, funding, policy, insurance or a litigation hold requires. Do not destroy incident, abuse, injury, wage, discrimination, or disputed-result evidence under a routine timetable until counsel approves. Review records annually, record authorized destruction, shred paper and securely delete digital copies including scheduled backup expiration.

Residents can ask to inspect/correct their records through the custodian; acknowledge within two business days and process under applicable rights and deadlines, ordinarily within [address on file privately]cident evidence. For a suspected loss or breach, immediately limit access, preserve logs, notify the custodian and board, engage insurer/counsel, assess affected information, and issue legally required notices within applicable deadlines. Document decisions and fixes; do not promise that “not a HIPAA clinic” eliminates notification duties.

13 Homes vehicles and participant assistance

This future program stays inactive until separately funded and approved. Housing does not guarantee a home, car, credit balance, financing, or delivery date. Eligibility must document charitable need, affordability, objective selection, conflicts, available funds, and a feasible ownership plan. No required labor or favored access for insiders. An independent committee reviews related-party proposals with counsel; no director sale is authorized merely by this packet.

The proposed gross price is supported acquisition cost plus eligible rehabilitation, licensed paid labor, inspection, reasonable holding and closing costs, plus 10%. Define eligible costs before the project, exclude unrelated overhead or double-counted donations, and review appraisal/market and affordability evidence. If the cost formula is unaffordable or exceeds a reasonable price, redesign or independently approve a documented charitable subsidy; do not force the formula on a resident.

Every assistance dollar has a committed lawful funding source and is booked separately. Reconcile gross price = buyer cash + financing paid at closing + approved funded assistance. Reconcile proceeds and subsidy to cost recovery, transaction costs, and the intended 10% capital contribution. Existing work-credit claims must be lawfully resolved and funded; subtracting an unfunded balance does not restore capital. No promised 10% reinvestment if the cash is not actually available.

Before a transaction, verify title/liens, permits and inspections, safety and condition, tax consequences, required disclosures, consumer/financing and dealer licensing, closing documents, and insurance. Participant-only sales are not an assumed exemption. No lease-purchase, seller financing, repossession, or public sales without separately approved legal documents. Hold or transfer assets through the corporate records, not a director's personal portfolio.

14 Referrals funding and reporting

Maintain a consent-based referral directory with verified contacts, eligibility, hours, accessibility, transport options, current acceptance process and last verification date. The organizations named in the old packet are prospective contacts, not confirmed partners. Ask a receiving service about availability without unnecessary identifying information; share individual information only with consent or a lawful basis. Document warm handoffs when available and tell residents when a placement is not guaranteed. No referral fees or kickbacks.

Public communications state that Phoenix is developing its first site until opening is authorized. Do not claim IRS recognition, tax deductibility, certification, payer enrollment, a county contract, or partner endorsement without evidence. Maintain a reviewed solicitation license/exemption record before covered fundraising. Prepare the correct IRS application using projected receipts, assets, activities, beneficiary selection and the full eligibility criteria. A purpose narrative is only one component. Maintain federal filing, payroll, solicitation, permit, insurance, and grant calendars; NC nonprofit corporate annual reports are not assumed required merely because business corporations file them.

Expansion requires board review of twelve months of actual site performance, a fully loaded sustainable budget, reserves, staffing and compliance at the current site, plus a separately funded new-site plan. Eight residents paying fees is no longer treated as proof of break-even. A new site must not be used to hide an existing deficit.

15 Proposed governance amendment for legal review

Reconcile this amendment with the filed Articles and actual signed bylaws before adoption. It is intended to replace inconsistent board-size, quorum, consent, compensation, and conflict provisions, while retaining lawful charitable purpose, no-members structure, political restrictions, recordkeeping, indemnification and dissolution terms from the valid governing documents. It does not certify that those documents currently exist or contain required language.

The board has three authorized seats. Initially vacant seats may be filled under the governing documents and applicable law. While only one director is lawfully in office, that director may conduct permitted formation and administrative actions. With two or three directors in office, quorum is two. Do not use vacancies to evade a statutory or Articles requirement. Before admitting residents, seat three directors, including at least two independent of the founder's financial and family interests, as a Phoenix readiness requirement rather than an assertion of a universal state-law minimum.

Directors serve until resignation, removal, death or lawful replacement under the governing documents. The board meets at least quarterly after opening. Special meetings require at least two days' notice of time, means and purpose unless lawfully waived. Participation must allow simultaneous communication. Ordinary meeting action requires a majority of directors present when a lawful quorum exists, subject to higher requirements. Action without a meeting requires written consent of all directors then in office, retained in the records. Do not use the unanimity procedure to bypass conflict rules.

Elect President, Secretary and Treasurer and record their authority. Compatible offices may be combined where lawful, but the independent approval and reconciliation requirements remain. Bank authority is granted by a recorded resolution, not this text alone. Real estate and borrowing require specific board approval. Interested persons disclose annually and per transaction, do not deliberate or vote on their own interest, and are not treated as the independent approvers. Phoenix requires at least two disinterested approving directors for founder compensation and related-party transactions; counsel confirms the approval procedure and applicable statute.

No director compensation for holding a seat, personal loans, distributions of earnings, or private use of corporate assets is authorized. Compensation for actual work follows Section 8. Amendments require valid board action, any required notices/approvals, and consistency with the Articles and law. On dissolution, remaining assets after liabilities go to qualifying exempt charitable recipients or public purposes as required by the Articles and law, never to individuals. Confirm the organizational-test clauses in the filed Articles with counsel and the IRS application preparer.

Approval and effective date are recorded in Document 03. Until that record is completed, these provisions remain proposed corrections.

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