Board Restructure, Expansion & Emergency Override Framework

Effective Date: July 30, 2025 Applies To: CrownThrive, LLC · ThriveAlumni · Board of Directors · Executive Council · Governance & Compliance Committees

1. Purpose

This policy ensures the controlled, legally sound, and community-informed management of all Board restructuring efforts. It empowers the Founders and Governance Chairs to act swiftly during crises while preserving member representation and compliance with CHLOM™ governance standards.

2. Restructuring Triggers

Board restructuring may occur under the following conditions:

  • Platform expansion or acquisition of a new subsidiary (e.g., CrownFluence, ThriveU)
  • Merger, partnership, or corporate filing updates (e.g., LLC → C-Corp)
  • Governance collapse or mass resignation within Board or Executive Committees
  • Structural realignment to support CHLOM™ integration or new token-based governance layers
  • Verified internal corruption, non-performance, or systemic ethical breach

3. Expansion Protocol

When expanding Board capacity:

  • Proposal must be introduced by the Governance Committee or Executive Director
  • All new seats must be justified via internal ecosystem needs (e.g., legal, finance, technology oversight)
  • No more than 5 seats may be added in a single quarter without 2/3 Board vote
  • ThriveAlumni must be notified at least 14 days prior to seat addition, with public eligibility review
  • All new seats must be documented in the CHLOM™ ledger, Legal Depot, and Governance Roster

4. Emergency Override

If the Founders determine that a governance emergency exists, they may enact an Emergency Override Clause, granting the following powers for 30 days:

  • Immediate appointment of up to 3 Emergency Board Members or Investigative Officers
  • Temporary freezing of open elections or public nominations
  • Suspension of access for members under investigation
  • Rebalancing of Board voting weight until corrective action is complete

Extensions beyond 30 days require Governance Committee reapproval and CHLOM™ flag status elevation.

5. Founder Authority Safeguards

No restructure may:

  • Remove Founders from Board voting rights without unanimous Founder consent
  • Reallocate equity or governance tokens without CHLOM-verified ledger amendments
  • Alter core seat definitions (Chair, Treasurer, Secretary) without a constitutional amendment process

Any attempt to circumvent these conditions triggers the Anti-Hostile Takeover Policy and initiates legal protection under LLC and IP laws.

6. Communication & Transparency

All restructures must be:

  • Announced in the ThriveAlumni platform within 7 days of proposal approval
  • Logged in the CHLOM™ Governance Ledger with smart contract timestamp
  • Available for public review within the Legal Depot and Governance Archive
  • Reviewed by the Advisory Committee within 15 business days for ethics compliance

7. Integration with CHLOM™

Each new board member seat, emergency role, or committee seat assignment triggered through restructure must include:

  • Tokenized Governance ID (T-Gov ID) via CHLOM Decentralized Licensing Authority
  • Duration of assignment, renewal clauses, and termination triggers
  • Permission level (e.g., voting, advisory, restricted) recorded in immutable ledger form

8. Termination or Sunset of Added Seats

Restructured seats may be phased out if:

  • No longer required by platform growth metrics
  • Filled under temporary emergency clause and not reaffirmed
  • Found redundant by CHLOM AI audit or community governance vote (75% approval needed)

Sunset seats will retain historical documentation for archive purposes.

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