ARTICLE [__]. Subsidiary Performance Officer and Liaison

Section 1. Establishment and Status.

(a) Office Created. The Corporation shall have an officer titled Subsidiary Performance Officer and Liaison (the “SPOL”).

(b) Officer of the Corporation. The SPOL is an officer of the Corporation and shall serve only the Board in the limited capacity set forth in this Article.

(c) No Subsidiary Management Role. The SPOL is not a manager of any Subsidiary and shall not be deemed to have managerial authority over any Subsidiary by reason of this office.

Section 2. Exclusive Reporting Line and Independence.

(a) Exclusive Reporting. The SPOL shall report solely and directly to the Board and, if established by Board resolution, to a Board committee authorized to receive Subsidiary performance reports (a “Subsidiary Liaison Committee”).

(b) Independence From Executive Director. The Executive Director shall have no authority to direct, supervise, evaluate, discipline, suspend, or remove the SPOL, and shall have no authority to control the SPOL’s communications with the Board or any Subsidiary Liaison Committee.

(c) Direct Access. The SPOL may communicate directly with the Board (and any Subsidiary Liaison Committee) and may request executive-session meetings without the Executive Director present.

Section 3. Appointment, Removal, and Compensation.

(a) Appointment. The SPOL shall be appointed by the Board by Supermajority Vote.

(b) Removal and Replacement. The SPOL may be removed or replaced only by the Board by Supermajority Vote. No other person or body may remove or replace the SPOL.

(c) Compensation. The SPOL’s compensation, incentives, and benefits shall be set solely by the Board (or a Board committee authorized by Board resolution), and shall not be set or administered by the Executive Director.

Section 4. Limited Mandate and Duties.

(a) Performance Measurement and Reporting. The SPOL shall collect, compile, and present to the Board (and any Subsidiary Liaison Committee) periodic reports regarding Subsidiary performance, including financial and operational metrics, comparative benchmarking, and trend analyses, in a form and cadence approved by the Board.

(b) Liaison Function. The SPOL shall serve as a liaison between (1) the Board and the Corporation, on the one hand, and (2) the Subsidiaries and their boards and management, on the other hand, for the limited purposes of:

(1) Facilitating Accurate Information Flow. facilitating accurate information flow;

(2) Clarifying Board-Level Requests for Information. clarifying Board-level requests for information; and

(3) Communicating Subsidiary Perspectives to the Board. communicating Subsidiary perspectives to the Board.

(c) Facilitation. At the request of the Board or any Subsidiary board, the SPOL may facilitate meetings and exchanges of information among the Corporation and Subsidiaries regarding reporting protocols, compliance updates, and operational learnings; provided, however, that the SPOL shall not direct Subsidiary operations.

Section 5. Express Limitations

(a) No Authority to Manage. The SPOL shall have no authority to hire, fire, discipline, set compensation, assign work, set schedules, control operations, approve expenditures, or otherwise manage the personnel, property, business, or affairs of any Subsidiary.

(b) No Supervisory Authority. The SPOL shall not supervise any Subsidiary officer, manager, or employee.

(c) No Authority to Bind. The SPOL shall have no authority to bind the Corporation or any Subsidiary by contract, commitment, policy, operational directive, or public statement, except to the extent expressly authorized by a written Board resolution that specifies the purpose and scope of such authority.

(d) No Diminution of Subsidiary Board Authority. Nothing in this Article shall be construed to diminish the legal authority of any Subsidiary board over that Subsidiary.

Section 6. Information Access for Limited Purposes

(a) Reporting Protocols. The Board may require Subsidiaries to provide the SPOL such reports, metrics, and supporting materials as are reasonably necessary to perform Section 4(a), through reporting protocols approved by the Board and implemented through lawful governance instruments applicable to each Subsidiary.

(b) Access Boundaries. The SPOL’s access shall be limited to information reasonably related to performance measurement and liaison duties, subject to confidentiality, privilege, and applicable law, and shall not be used to direct operations.

(c) Escalation. The SPOL shall promptly inform the Board of any material inability to obtain reporting information required by Board-approved protocols.

Section 7. No Individual-Director Direction; Void Acts

(a) Direction Only by Board or Authorized Committee. The SPOL shall take direction only from (1) the Board acting by duly adopted resolution or (2) a Board committee expressly authorized by Board resolution to receive and oversee SPOL reports, acting within the scope of its delegated authority.

(b) Prohibition on Individual Direction. No individual director, including any Subsidiary-Elected Director, may direct, command, or require the SPOL to take or refrain from taking any action.

(c) Void and of No Effect. Any purported directive or instruction by an individual director to control or constrain the SPOL, other than through action authorized under subsection (a), shall be void and of no effect (and not merely voidable) unless ratified by the Board or an authorized committee acting within its authority.

Section 8. Definitions

(a) Subsidiary. “Subsidiary” means a legal entity that (i) the Corporation directly owns one hundred percent (100%) of (whether by shares, membership interests, partnership interests, or other ownership interests recognized by applicable law), (ii) conducts market-facing operations, and (iii) has been expressly designated as a “Subsidiary” by resolution of the Board. For clarity, an entity (or other business interest) shall not be deemed a Subsidiary unless and until such Board designation occurs, even if the Corporation directly owns one hundred percent (100%) of it.

(b) Supermajority Vote. “Supermajority Vote” means the affirmative vote of at least [__]% of the directors then in office.