• AUTHA PRIVATE MEMBERS ASSOCIATION (PMA)

  • FOUNDING CHARTER AND OPERATING FRAMEWORK

  • Effective Date: March 14, 2026
  • This Charter establishes the AUTHA Private Members Association ("PMA") as a voluntary association formed by contractual agreement among members.
  • The PMA operates according to:
    • This Charter
    • Bylaws
    • Membership Agreement
    • Member NDA
    • Internal governance and arbitration procedures
  • Members voluntarily agree to these rules as a condition of participation.

  • ARTICLE I — PURPOSE

  • The PMA exists to facilitate collaboration among members for lawful purposes, including:
    • Research and education
    • Cooperative projects
    • Professional collaboration
    • Private services between members
    • Community and social initiatives
  • The association functions primarily as a private membership community, with public-facing programs optionally operated through a separate entity.

  • ARTICLE II — STRUCTURE

  • 1. Private Members Association (PMA)

  • Internal member community functions:
    • Collaboration
    • Research
    • Private services
    • Member support
    • Membership-based educational programs
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  • Revenue sources:

    • Membership fees
    • Internal workshops or programs
    • Member-supported initiatives

  • 2. Public-Facing Entity

  • Faith-Based / Ministry Entity (508(c)(1)(A))
  • Note: The above entity maintains separate governance and accounting from the private PMA.
    (See Appendix F: Two-Entity Structure Model)

  • ARTICLE III — GOVERNANCE

  • Governing Council

    • Chair / President: Greg German
    • Secretary: Nicole Lepp
    • Treasurer: Layton Fulton

  • Council Duties

    • Administer operations
    • Enforce bylaws
    • Approve initiatives
    • Maintain records
    • Oversee finances

  • Board Handbook Notes

    • Fiduciary duty, duty of care, duty of loyalty
    • Meetings: AGM once per year, quarterly council meetings
    • Committees: Membership, Education, IT/Security, Finance
    • Policies: Conflict of Interest, Confidentiality, Digital Security

  • ARTICLE IV — MEMBERSHIP

  • Requirements:

    • Signed Membership Agreement (Appendix E)
    • Acceptance of Bylaws
    • Acceptance of NDA (Appendix B)
    • Attendance at the AGM (Annual General Meeting)
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  • Member Rights:

    • Participate in programs
    • Vote where applicable
    • Access resources

  • Member Duties:

    • Maintain confidentiality
    • Act in good faith
    • Follow governance rules

  • ARTICLE V — BYLAWS

  • 5.1 Authority:

  • The Bylaws govern the operational procedures of the PMA.

  • 5.2 Amendments:

  • The Bylaws may be amended by a majority vote of Members or as specified within the Bylaws. This PMA may be amended at the President's discretion. Amendments to this PMA will be announced to all members via email, and discussed at the next AGM.

  • 5.3 Governing Council:

  • The PMA shall be administered by a Governing Council or similar leadership body responsible for implementing decisions and maintaining operational integrity.

  • ARTICLE VI — ARTICLES OF CONFEDERATION

  • 6.1 Foundational Document:

  • The Articles of Confederation establish the structural foundation of the PMA.

  • 6.2 Self-Governance:

  • The PMA operates as a self-governing association, with Members participating in decision-making processes consistent with the governing documents.

  • 6.3 Termination of Membership:

  • Membership may be terminated:
    • Voluntarily by written notice
    • By decision of the Governing Council for violations of the PMA Agreement or Bylaws

  • ARTICLE VII — FINAL PROVISIONS

  • 7.1 Enforceability:

  • This Agreement constitutes a binding contractual arrangement among Members of the PMA.
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  • 7.2 Severability:

  • If any provision of this Agreement is invalid or unenforceable, the remainder shall remain in full
    force and effect.

  • 7.3 Integration:

  • This Agreement, together with the Bylaws, NDA, and Articles of Confederation, constitutes the
    entire agreement governing the PMA.

  • ARTICLE VIII — REFERENCE PRINCIPLES AND LEGAL MAXIMS

  • These traditional maxims reflect principles historically recognized in Common Law, Equity,
    and Natural Law, guiding internal reasoning and dispute resolution.

  • Natural Law Maxims

    • Salus populi suprema lex esto — “The welfare of the people shall be the supreme law.”
    • Honeste vivere, alterum non laedere, suum cuique tribuere — “To live honestly, harm no one, and give each their due.”
    • Volenti non fit injuria — “To one who consents, no injury is done.”
    • Lex non cogit ad impossibilia — “The law does not compel the impossible.”
    • Pacta sunt servanda — “Agreements must be kept.”

  • Equity Maxims

    • Ubi jus ibi remedium — “Where there is a right, there is a remedy.”
    • Equity acts in personam
    • He who seeks equity must do equity
    • He who comes into equity must come with clean hands
    • Equity looks to intent rather than form
    • Vigilantibus non dormientibus aequitas subvenit — “Equity aids the vigilant.”

  • Common Law Maxims

    • Nemo judex in causa sua — "No one should be judge in their own cause."
    • Audi alteram partem — "Hear the other side."
    • Actus non facit reum nisi mens sit rea
    • Expressio unius est exclusio alterius
    • Res judicata pro veritate accipitur
    • Qui facit per alium facit per se

  • Contract and Association Maxims

    • Consensus facit legem — “Consent makes the law.”
    • Modus et conventio vincunt legem — “The agreement of the parties overrides general law.”
    • In pari delicto potior est conditio defendentis
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  • ARTICLE IX — INTERNAL JURISDICTION

  • Disputes relating to PMA activities are addressed via internal dispute resolution (Appendix D).

  • ARTICLE X — CONFIDENTIALITY

  • Members agree that internal PMA information is confidential unless authorized for disclosure.

  • ARTICLE XI — INTERNAL TRIBUNAL

    • Maintains Internal Arbitration Tribunal
    • Procedures outlined in Appendix D
    • Authority includes recommendations, disciplinary actions, and internal dispute resolution

  • ARTICLE XII — FINANCES

  • Private PMA:
    • Maintain accounting records and annual reports
    • Controlled authorization of expenditures
    • Revenue limited to membership fees and internal programs
  • Public Entity 508(c)(1)(A)):
    • Separate bank account tied to EIN
    • Can accept donations and grants
    • Expenditures must support public/faith-based educational mission

  • ARTICLE XIII — AMENDMENTS

  • Charter and Bylaws may be amended by:
    • Vote of the Governing Council, or
    • Membership vote according to Bylaws

  • ARTICLE XIV — DISSOLUTION

  • Upon dissolution:
    • Private PMA assets distributed according to membership vote
    • Public entity assets follow 501(c)(3) or 508(c)(1)(A) law
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  • SECURE DIGITAL INFRASTRUCTURE PLAN

  • Member Portal: Secure login, profiles, course content, forums, payment gateway
  • Private Communications: End-to-end encrypted messaging, secure board communications, optional encrypted video sessions
  • Voting Systems: Online voting for AGM or council elections, membership authentication, audit trail
  • Data Protection:
    • Canada or U.S. compliant cloud hosting
    • PIPEDA / GDPR policies as required
    • Role-based access control
    • Encrypted backups
  • Tech Stack: WordPress, WooCommerce, Framer, Skool, Thrivecart, Signal.

  • APPENDICES

  • APPENDIX A: MEMBERSHIP APPLICATION
  • APPENDIX B: MEMBER NON-DISCLOSURE AGREEMENT
  • APPENDIX C: GOVERNANCE PROCEDURES
  • APPENDIX D: INTERNAL ARBITRATION RULES
  • APPENDIX E: MEMBERSHIP CONTRACT
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  • APPENDIX A

  • MEMBERSHIP APPLICATION

  • PRIVATE MEMBERS ASSOCIATION
    MEMBERSHIP APPLICATION
  • Format: (000) 000-0000.
  • Areas of Interest:
  • I affirm that:
    1. I have reviewed the PMA Charter and Bylaws.
    2. I voluntarily enter into membership.
    3. I agree to comply with the governance rules of the association.
  • Date:*
     - -

  • President Name: Gregory German

     

    President Signature: __________________

     

    Date: __________________

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  • APPENDIX B

  • MEMBER NON-DISCLOSURE AGREEMENT

  • MEMBER CONFIDENTIALITY AGREEMENT

  • This agreement is between the Private Members Association (PMA) and the undersigned Member.
  • The Member agrees that the following information is confidential:
    • member identities
    • internal discussions
    • research or projects
    • governance decisions
    • member communications
  • The Member shall not disclose such information outside the association without authorization.
  • This obligation continues after membership ends.
  • Violation of this agreement may result in:
    • suspension
    • termination
    • contractual remedies
  • Date:*
     - -
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  • APPENDIX C

  • GOVERNANCE PROCEDURES

  • Meetings

  • The PMA shall hold:
    • Annual General Meeting
    • Council meetings as needed.

  • Quorum

  • A quorum shall consist of a majority of council members.

  • Voting

  • Voting may occur:
    • in person
    • electronically
    • by written ballot.

  • Financial Controls

  • The Treasurer shall maintain:
    • financial ledger
    • expenditure records
    • annual financial report.
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  • APPENDIX D

  • INTERNAL ARBITRATION RULES

  • Disputes between members follow this process.

  • Step 1— Negotiation

  • Members attempt direct resolution.

  • Step 2— Mediation

  • A council-appointed mediator assists the parties.

  • Step 3— Tribunal

  • A three-person tribunal reviews the dispute.

  • Tribunal Authority

  • The tribunal may:
    • issue recommendations
    • impose internal disciplinary actions
    • resolve contractual disputes between members.
  • Decisions apply within the internal governance structure.

  • APPENDIX E

  • MEMBERSHIP CONTRACT

  • MEMBERSHIP AGREEMENT

  • I request membership in the Private Members Association.
  • I agree that:
    1. Membership is voluntary.
    2. I will comply with the PMA Charter and Bylaws.
    3. I will respect confidentiality obligations.
    4. I accept the internal dispute resolution process.
  • Date:*
     - -

  • President Name: Gregory German

     

    President Signature: ______________

     

    Date: _____________

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  • The $7 membership fee is a one-time cost that simply covers the infrastructure required to bring you into the PMA.

    This includes secure document signing, payment processing, and the administrative steps needed to formally establish your membership. There’s no markup or profit built into this—it’s just what it takes to do this properly, legally, and with integrity.

    Once you’re in, you’re in for life. No hidden fees. No sneaky skedaddling.

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