Membership Terms (Program Membership)

Version 1.0. Effective Date: the date shown at the top of this page. Operator: Reseated Councils, Inc., a Delaware nonprofit nonstock corporation. Schedule D applies. Order of precedence: Certificate, Bylaws, Program Rules, then these Membership Terms, then the Terms of Use. These Membership Terms incorporate the Participation and Antitrust Code.

1. Who the member is

1.1 The Program Member is the business, not the individual.

1.2 The Authorized Representative confirms, when applying and whenever details change, that they:

• are at least 18
• have authority to bind the business to these Membership Terms

1.3 A Program Member may change its Authorized Representative by emailing legal@reseated.com.

2. Status: program membership only

2.1 Program Membership is non-statutory.

2.2 Under the Certificate and 8 Del. C. §§ 102(a)(4) and 215, the Board is the only Statutory Member.

2.3 Program Membership gives no right to:

• vote for directors
• vote on the Certificate, Bylaws, mergers, asset sales or dissolution
• inspect the Corporation’s books and records under the Delaware General Corporation Law (DGCL)
• receive any assets

2.4 Program Members vote only on program matters (Council resolutions and chair elections) under the Program Rules.

3. Fees

Fees: none. Any future dues may be introduced only by Board decision, with 60 days’ notice and the right to leave at no cost.

4. Eligibility

4.1 To be a Program Member, a business must be:

• independently owned: not majority-owned or controlled by a company with more than 500 employees or by a publicly traded company
• active: trading now, or within the last 12 months, and not dissolved

4.2 The business must also meet any other criteria in the Program Rules.

4.3 Reseated may ask for reasonable evidence of eligibility, such as a public register entry or website.

5. Admission

5.1 Reseated reviews each application and decides within 30 days.

5.2 If it refuses an application, it gives written reasons.

5.3 The applicant may ask for a second review within 30 days. A different reviewer decides it within 15 days, with written reasons. That decision is final under these Membership Terms.

6. One vote per business

6.1 Each Program Member has one vote on each program matter.

6.2 Reseated deduplicates businesses using business name, registered number where available, website domain and email domain. Where it finds duplicates, it may merge or close the duplicate memberships after notice to each one.

6.3 Votes cast through duplicate accounts may be disregarded, and the disregarding is recorded in the vote record.

7. Roll listing

7.1 Listing the business, or the Authorized Representative’s name, on the public Roll is a separate choice. It is off unless selected.

7.2 The choice can be changed at any time. Removals take effect within 30 days (Record Policy section 10.1).

7.3 Marketing emails need a separate, unchecked opt-in.

8. Resigning

A Program Member may resign at any time by email or in account settings. Resignation takes effect when received. Records already published are handled under Record Policy section 10.

9. Suspension and removal

9.1 Reseated may suspend or remove a Program Member for any of these reasons:

• breach of these Membership Terms, the Code, the Terms of Use or the Program Rules
• ceasing to meet eligibility
• conduct that threatens the integrity of votes or records

9.2 Reseated must first give at least 15 days’ written notice stating the reasons and the evidence.

9.3 The Program Member may be heard, in writing or by video, at least 5 days before the action takes effect. A person not involved in raising the concern decides, with written reasons.

9.4 Urgent restrictions on specific content or account access under Terms of Use section 18 remain available. They do not change Membership status unless this section 9 is followed.

10. Confidentiality of Non-Public Drafts

10.1 Program Members must keep Non-Public Drafts confidential until Reseated publishes them or 12 months pass. They may share drafts with their own advisers who are bound by confidentiality.

10.2 This duty does not apply to information that:

• is or becomes public through no breach
• the Program Member already had or develops independently
• must be disclosed by law, regulation or court order

10.3 Nothing in these Membership Terms limits anyone’s right to:

• report possible violations of law to a government agency, regulator or law enforcement
• communicate with an attorney
• make disclosures protected by whistleblower laws

10.4 Under 18 U.S.C. § 1833(b), an individual is immune from trade-secret liability for disclosures made in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or made in a court filing under seal.

11. Existing Charter acceptances

11.1 Where a prior Founders Charter acceptance was recorded, Reseated keeps it exactly as recorded, including version, date and email.

11.2 An existing individual applicant becomes the Authorized Representative of a Program Member only after the applicant both:

• identifies the business
• accepts these Membership Terms

Reseated will not infer, create or back-date any acceptance.

11.3 Until both steps are completed, Terms of Use section 5.2 applies.

12. Code, records and privacy

12.1 The Participation and Antitrust Code is part of these Membership Terms.

12.2 The Record Policy and Privacy Notice govern Contributions and Personal Data.

13. Changes

Material changes are notified by email at least 15 days in advance, and fresh acceptance is required before the next vote. A Program Member that does not accept may resign at no cost.

14. Law and forum

Terms of Use sections 20 and 21 apply: Delaware law, Delaware state and federal courts, and carve-outs for non-waivable consumer and data-protection rights. There is no arbitration.

15. Contact

legal@reseated.com · privacy@reseated.com · security@reseated.com · 8 The Green, Ste D, Dover, DE 19901, United States