Article [__]. Charitable and General Welfare Actions

Section 1. Authority and Scope

(a) The Corporation is authorized, directly and through any Subsidiary, to undertake the actions described in this Article (each, a “Covered Action”), solely as an incidental and subordinate exercise of corporate power.

(b) A Covered Action is permitted only if it (i) does not alter, dilute, supersede, or frustrate the ultimate purposes and mission of the CCE as set forth in these Articles and the Bylaws and (ii) is approved in strict compliance with this Article.

Section 2. Definitions

(a) “Charitable Contribution” means any gift, grant, sponsorship, donation, or other transfer of money, property, or services, without expectation of financial return, to or for the benefit of a Charitable Recipient.

(b) “Charitable Recipient” means (1) a nonprofit corporation^[1], charitable trust, or other nonprofit entity organized and operated for charitable, educational, scientific, civic, or humanitarian purposes, or (2) a governmental unit or instrumentality, in each case as determined by the Board in good faith.

(c) “Nonprofit Affiliate” means any nonprofit corporation or other nonprofit entity that is created, organized, or caused to be organized by the Corporation or any Subsidiary, whether or not controlled by the Corporation.

(d) “General Welfare Distribution” means any distribution, transfer, program expenditure, or in-kind support intended to promote the general welfare outside the CCE, including support of public or community-oriented initiatives, but excluding internal worker wages, internal worker benefits, internal funds, internal reserves, and internal acquisition, reinvestment, and expansion activity.

(e) “Supermajority Vote” means the affirmative vote of not less than TWO-THIRDS (2/3) of all directors then in office (or such higher standard as may be specified elsewhere in these Articles, in which case the higher standard governs).

(f) “Worker Veto” means the worker veto right and related procedures established in these Articles and the Bylaws (and any implementing policies authorized by these Articles and the Bylaws), including any successor or amended worker veto provisions adopted by amendment to these Articles.

(g) “Ombudsman” means the Ombudsman office or officer established under these Articles and the Bylaws (and any successor office or officer established by amendment to these Articles).

(h) “Subsidiary” has the meaning stated in these Articles and, for avoidance of doubt, means a legal entity directly wholly owned (100%) by the Corporation that conducts market-facing operations.

Section 3. Covered Actions

(a) The following are Covered Actions:

(1) making any Charitable Contribution;

(2) making any General Welfare Distribution;

(3) forming, creating, or causing the creation of any Nonprofit Affiliate;

(4) making any capital contribution to, grant to, or other material support of a Nonprofit Affiliate;

(5) transferring, selling for less than fair market value, donating, dedicating, or otherwise distributing any Corporation or Subsidiary assets to a Charitable Recipient or for a general-welfare purpose; and

(6) entering into any binding multi-year commitment to do any of the foregoing.

(b) No Covered Action is authorized unless all conditions in Sections 4 through 10 are satisfied.

Section 4. Mission Preservation Limitations

(a) The Corporation shall not undertake any Covered Action if the Board determines in good faith that the Covered Action would, individually or in the aggregate with other Covered Actions:

(1) materially impair, frustrate, or create a substantial risk of frustration of the ultimate purposes and mission of the CCE;

(2) materially reduce the CCE’s capacity to sustain its required internal wage and benefit architecture as set forth in the governing documents;

(3) materially reduce the CCE’s capacity to acquire, convert, capitalize, or otherwise expand through additional Subsidiaries or reinvestment activity as contemplated by the governing documents;

(4) create any private residual claim, private return, investor-like interest, or other prohibited private benefit in any person; or

(5) create governance rights or contractual constraints in any third party that could reasonably be expected to limit the Board’s discretion in carrying out the ultimate purposes and mission of the CCE.

(b) Compliance with this Section 4 is a condition precedent to authorization and implementation of any Covered Action.

Section 5. Required Board Findings

(a) As a condition to approval of any Covered Action, the Board shall adopt written findings (the “Mission Preservation Findings”) stating with reasonable specificity that:

(1) the Covered Action is incidental and subordinate to the ultimate purposes and mission of the CCE;

(2) the Covered Action does not alter, dilute, supersede, or frustrate the ultimate purposes and mission of the CCE;

(3) the Covered Action is reasonably expected not to materially impair the CCE’s ability to fund and maintain its required internal wage, benefit, reserve, and acquisition/reinvestment architecture as set forth in the governing documents;

(4) the Covered Action does not create any prohibited private residual claim, private return, investor-like interest, or other prohibited private benefit; and

(5) the Covered Action is in the best interests of the Corporation, considered as a commons steward, and is consistent with the Board’s fiduciary obligations under applicable law.

(b) The Mission Preservation Findings shall be maintained with the corporate records.

Section 6. Supermajority Approval Requirement

(a) Any Covered Action requires approval by Supermajority Vote at a duly called meeting of the Board (or by unanimous written consent if permitted under the governing statute), with the Covered Action and proposed Mission Preservation Findings included in the notice or materials delivered to directors.

(b) The Board may impose additional conditions on any Covered Action, including caps, staged funding, re-approval triggers, reporting covenants, termination rights, and clawback, reversion, or refund provisions to the extent legally enforceable.

Section 7. Worker Veto Applies Without Threshold; Notice Served on Ombudsman

(a) Each Covered Action is expressly subject to the Worker Veto, regardless of amount, materiality, or any threshold otherwise applicable to worker-veto processes.

(b) For purposes of the Worker Veto, any reference in the Worker Veto provisions to a “Materiality Threshold” or similar trigger shall be deemed satisfied for every Covered Action.

(c) Any notice required to commence, support, or validate the Worker Veto process for a Covered Action (including notice of the proposed Covered Action, supporting materials, updates, and notice of final Board approval) shall be served on the Ombudsman, and service on the Ombudsman shall constitute service for all purposes under this Article.

(d) The Ombudsman shall promptly transmit the notice and accompanying materials to the applicable worker committee or committees in accordance with the Worker Veto provisions and any implementing policies authorized under the governing documents.

(e) No Covered Action may be implemented, funded, closed, consummated, or otherwise carried out unless and until the Worker Veto process applicable to the Covered Action has been completed and has not resulted in a valid veto, or any valid veto has been resolved in a manner permitting the Covered Action under the governing documents.

Section 8. Limits on Delegation and Commitments; Unauthorized Acts Void

(a) The Board may not delegate final authority to approve any Covered Action, nor may any officer, director, committee, or agent bind the Corporation or any Subsidiary to a Covered Action, except pursuant to a prior Supermajority Vote and completion of the Worker Veto process under Section 7.

(b) Any purported Covered Action taken, committed to, funded, or consummated without strict compliance with this Article is unauthorized and shall be void and of no force or effect to the maximum extent permitted by law.

(c) No ratification of an unauthorized Covered Action is effective unless (1) the Board re-approves the Covered Action by Supermajority Vote, (2) the Board adopts Mission Preservation Findings complying with Section 5, (3) the Worker Veto process under Section 7 is completed without a valid veto (or any valid veto is resolved in a manner permitting the Covered Action), and (4) ratification is legally permissible under the governing statute and applicable law.

Section 9. Non-Charitable Status of the CCE; Permissible Qualification of Recipients and Gifts

(a) The powers granted by this Article are adopted as incidental corporate powers and do not create, imply, or evidence any public or charitable purpose of the Corporation or the CCE.

(b) Nothing in this Article authorizes, requires, or contemplates that the Corporation (or any Subsidiary) will qualify, be organized, or be operated as an organization described in IRC Section 501(c)(3) or 501(c)(4).

(c) The Corporation may, however, structure Charitable Contributions and other Covered Actions so that (1) the recipient qualifies under IRC Section 501(c)(3) (or another applicable exempt-category provision) and (2) the gift, grant, or transfer itself qualifies as a charitable contribution or other qualifying transfer under applicable federal tax law, in each case to the extent consistent with Section 4 and the Mission Preservation Findings required by Section 5.

Section 10. Reporting and Records

(a) At least annually, the Board shall cause a written report to be prepared summarizing Covered Actions authorized, completed, or continued during the period, including amounts, recipients, purposes, key conditions, and the status of any ongoing commitments.

(b) The report shall be made available to directors and, through the Ombudsman, to the applicable worker committee or committees, in a manner consistent with the governing documents and any confidentiality constraints.

Section 11. Construction

(a) This Article shall be construed to preserve and protect the ultimate purposes and mission of the CCE.

(b) If any provision of this Article is held invalid, the remaining provisions shall remain in effect to the maximum extent permitted by law and shall be construed to preserve, to the fullest extent legally permissible, (1) the Supermajority Vote requirement and (2) Worker Veto coverage without regard to any threshold for all Covered Actions.