Articles of Incorporation

PUBLIC RECORD VERSION: REDACTED FOR SANCTUARY SECURITY

This document contains proprietary security protocols.

Public disclosure is restricted pursuant to 20 Pa. C.S. § 7780.

PUBLIC NOTICE OF TRUST EXISTENCE AND FIDUCIARY AUTHORITY

RECORDED PURSUANT TO 20 Pa. C.S. § 7791

1. TRUST IDENTIFICATION. The name of the Trust created by the Indenture dated __________, 2026, is THE HARRISBURG CARES TRUST (the "Trust").

2. SETTLOR AND IRREVOCABILITY. The Settlor is an anonymous individual whose identity is verified and held under Seal by the Notary of Record. This Trust is Irrevocable.

3. THE SIX-KEY CONCLAVE (FIDUCIARY STEWARDS). The Trust is governed exclusively by six (6) fiduciaries, designated herein as 'Stewards.' For all purposes of the Pennsylvania Uniform Trust Act, 20 Pa. C.S. § 7701 et seq., each 'Steward' shall be deemed a 'Trustee' with full fiduciary standing. They are identified for public record by their Sovereign Key Designations: KEY ALPHA, KEY BRAVO, KEY CHARLIE, KEY DELTA, KEY ECHO, and KEY FOXTROT.

4. MANDATORY UNANIMITY FOR ALL ACTS. Pursuant to Article III of the Indenture, the Stewards have no individual authority. No bank account may be opened, no vehicle purchased, no contract executed, and no legal notice recorded unless all six (6) Stewards are physically present and provide "Wet-Ink" signatures. Any document bearing fewer than six (6) Steward signatures is a legal nullity and shall not bind the Trust.

5. ASSET TITLING. All property must be titled as: "The Stewards of The Harrisburg Cares Trust, in their fiduciary capacity, and not individually."

6. SANCTUARY PROTECTIONS. Pursuant to 20 Pa. C.S. § 7742, Trust assets are protected by strict spendthrift provisions.1 Disclosure of the Identity Annex is restricted under 20 Pa. C.S. § 7780 for the security of the Mandate.

7. RELIANCE AND INDEMNITY. Any person or institution acting in reliance upon this Notice must verify the presence and signatures of all six (6) Stewards. Pursuant to 20 Pa. C.S. § 7791(f), third parties are protected in relying on this Notice provided all six signatures are present.

EXECUTION BY THE CONCLAVE

BY: ________________________________ (KEY ALPHA)

BY: ________________________________ (KEY BRAVO)

BY: ________________________________ (KEY CHARLIE)

BY: ________________________________ (KEY DELTA)

BY: ________________________________ (KEY ECHO)

BY: ________________________________ (KEY FOXTROT)

NOTARY ACKNOWLEDGMENT (Dauphin County, PA) On this ____ day of __________, 2026, before me, a notary public, personally appeared the six (6) individuals identified above (identities verified and recorded in the Vault Ledger), who executed this instrument in my presence for the purposes therein contained.

THE HARRISBURG CARES TRUST INDENTURE

AN IRREVOCABLE PERPETUAL CHARITABLE TRUST

THIS TRUST INDENTURE (the "Indenture") is made, entered into, and executed this ____ day of __________, 2026, by and between:

SETTLOR: THE FOUNDER, an anonymous individual (Identity verified by Notary Public under Seal), Harrisburg, Pennsylvania.

THE INITIAL STEWARDS (The Six-Key Conclave): The identities of the Stewards are suppressed herein pursuant to Article VI (The Sanctuary Security Protocol) to prevent targeted coercion, political harassment, or physical compromise of the Keyholders. For all statutory purposes under Pennsylvania law, the term "Steward" as used herein shall be synonymous with "Trustee" under 20 Pa. C.S. § 7703. For the purposes of this Public Record, the Stewards are identified by their Sovereign Key Designations:

KEY ALPHA: (Chief Executive Steward)

KEY BRAVO: (Chief Financial Steward)

KEY CHARLIE: (Secretariat Steward)

KEY DELTA: (Trust Oversight Steward)

KEY ECHO: (Trust Oversight Steward)

KEY FOXTROT: (Trust Oversight Steward)

ARTICLE I: FORMATION, MANDATE, AND LEGAL CHARACTER

1.1 Formal Establishment. The Settlor hereby transfers the property described in Schedule A (the "Trust Estate") to the Stewards to be held as THE HARRISBURG CARES TRUST.

1.2 Irrevocability and Absolute Renunciation. This Trust is IRREVOCABLE. The Settlor hereby renounces, absolutely and forever, all power to amend, revoke, or terminate this Trust. The Stewards may only amend this Indenture via "Wet-Ink" unanimous consent of all six (6) Stewards solely as required to maintain 501(c)(3) status, to comply with mandatory Pennsylvania charitable solicitation laws, or to preserve the Trust’s qualification under the Internal Revenue Code. Any amendment attempted outside of these narrow administrative necessities is void ab initio.

1.3 Spendthrift Protection (20 Pa. C.S. § 7742). Trust assets (including 100% of subsidiary voting stock) are immune from claims by creditors of the Settlor, Stewards, or Beneficiaries.

1.4 Dissolution and Cy Pres (IRS Compliance). Notwithstanding the Absolute Ownership Lock in Article IV, if the Trust or its Subsidiaries are dissolved or the Mandate becomes impossible to fulfill, all remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of Dauphin County, exclusively for such purposes.

ARTICLE II: THE EDNA’S LIGHT MANDATE

2.1 Homebound Supremacy (Logistical Seniority). Subsidiaries must implement a Hard-Coded Priority Algorithm (HCPA). The Stewards are directed to ensure that "Honored Guest" service obligations constitute a Super-Priority Lien on all operational resources. In times of resource scarcity, "Honored Guest" deliveries must be fulfilled before commercial transactions, regardless of profit loss or commercial contractual penalties.

2.2 Zero-Trace Sanitization & Data Sovereignty. A 72-Hour Data Sunset is mandated for all verification data (PII/PHI). No "Digital Shadow" or behavioral profiles of Honored Guests may be retained or sold.

2.3 Absolute Institutional Neutrality. The Trust is a "Clean Utility." Assets and messaging shall remain devoid of religious, political, or partisan advocacy. No funds shall support political candidates or sectarian proselytization.

2.4 The 14% Mission-Capital Floor and "Greed-Lock."

(a) Revenue Allocation: A mandatory commission of 14% shall be levied upon the Gross Transactional Value of all commercial activities conducted by the Subsidiary. This "Mission-Capital Floor" is a top-line obligation and shall be collected prior to the calculation of net earnings.

(b) The Waterfall of Care: Such revenue shall be distributed according to the following priority:

Operational costs of Honored Guest delivery;

Funding of HS-EMERGENCY (Food/Med);

Funding of HS-RESERVE (Sustainability).

(c) The Greed-Lock (Red Line Threshold): No bonuses, dividends, or discretionary distributions of any kind shall be authorized if the HS-RESERVE (defined as the aggregate liquid cash reserves of the Trust and its Subsidiaries) falls below the "Red Line" threshold of $1,000.00. The Greed-Lock is an absolute bar on profit-taking but shall not suspend the 14% Mission-Capital Floor, which must continue to fund the Mandate in perpetuity.

ARTICLE III: GOVERNANCE

3.1 The Physicality Requirement. Except as specifically provided in Section 3.2, no expenditure exceeding $5,000.00, no sale of real property, and no amendment to this Indenture or Subsidiary bylaws shall be valid or legally binding unless all six (6) Stewards are physically present within the Commonwealth of Pennsylvania and execute such authorization via "Wet-Ink" signatures in the physical Vault Ledger.

3.2 The Continuity & Emergency Quorum (The "5-of-6" Rule). In the event that exactly one (1) Steward is documented by a licensed physician to be incapacitated, or is deceased, the remaining five (5) Stewards shall constitute a temporary Emergency Quorum. This Quorum’s authority is strictly limited to acts necessary to maintain the status quo and fulfill the Edna’s Light Mandate.

(a) Prohibited Actions: The Emergency Quorum is strictly prohibited from amending this Indenture or authorizing the sale, transfer, merger, or encumbrance of "Principal Assets," defined as: (i) all Voting Shares or Equity Interests in any Subsidiary; (ii) any Real Property held by the Trust; and (iii) the "Edna Protocol" Intellectual Property.

(b) Permitted Operational Actions (The Spending Override): Notwithstanding the $5,000.00 limit in Section 3.1, the Emergency Quorum may authorize expenditures for the repair, disposal, or replacement of "De Minimis Operational Assets" (e.g., delivery vehicles, hardware, website programming, or perishable inventory) regardless of cost, provided: (i) the action is required to prevent a lapse in the Mandate; (ii) proceeds are reinvested into the HS-RESERVE; and (iii) the 6th Steward’s medical documentation or death certificate is physically affixed to the Vault Ledger entry.

3.3 Mass Vacancy & Successor Protocol. The Benefit Director of Harrisburg Shopping Logistics, PBC, shall serve as a ministerial scrivener solely to restore the Conclave. This authority is limited to the appointment of pre-vetted successors in Schedule B and carries no authority to execute 'Wet-Ink' ledger entries for the Trust Estate.

(a) Preservation of Appointment Power: In the event of a Mass Vacancy as defined in the Trust Indenture, a Board of Stewards seated by the Special Settlor-Appointed Scrivener (President of the Dauphin County Bar Association) shall be deemed 'De Jure Stewards' with full authority to reset the 'Silent Alarm' triggers without judicial intervention, provided they execute the Triple Lock of Induction in Schedule B.

ARTICLE IV: SUCCESSION, POWERS, AND ANTI-TAKEOVER

4.1 Mandatory Removal and Automatic Forfeiture. A Steward’s authority and Key Designation are automatically and instantly extinguished, without the necessity of judicial intervention, if they: (i) File for elective office or accept any government appointment; (ii) Fail to attend two consecutive Conclaves in person; (iii) Refuse to sign the annual Neutrality Affidavit; or (iv) Propose, motion, or vote in favor of the sale, merger, or transfer of the Subsidiary’s voting shares to any third party. Such an act is a material breach of fiduciary duty and results in immediate forfeiture of all Trust authority.

4.2 The Absolute Ownership Lock.

(a) Inalienability of Equity: The voting shares and equity interests of Harrisburg Shopping Logistics, PBC (the "Subsidiary"), are INALIENABLE and NON-TRANSFERABLE to any third-party individual, corporate entity, or sovereign power in perpetuity. Any attempted sale, assignment, or hypothecation of these shares is void ab initio.

(b) The No-Sale Mandate: The Stewards are strictly prohibited from entering into any merger, acquisition, or "Change of Control" transaction. This prohibition remains absolute notwithstanding financial insolvency, bankruptcy, or claims of "fiduciary necessity" arising from market conditions.

(c) Authorization for Dissolution: If the Subsidiary is no longer capable of fulfilling the Edna’s Light Mandate, the Stewards’ sole remedy shall be the voluntary dissolution and winding up of the entity pursuant to 15 Pa. C.S. § 1971 et seq. (or § 3331 for PBCs). (i) Liquidation Protocol: Upon dissolution, the physical assets (e.g., fleet, equipment, real estate) shall be liquidated, and the proceeds shall be deposited into the HS-RESERVE. (ii) Intangible Lock: The "Going Concern" value, trade names, and goodwill of the Subsidiary shall not be sold, but shall revert to the Trust for permanent retirement to prevent the commercial exploitation of the "Harrisburg Shopping" brand or the "Edna Protocol" by third parties.

4.3 Independent Audit & Mission Verification. The Stewards shall, every 24 months, hire an independent third party to perform a "Social Audit" to ensure the 72-Hour Data Sunset, the 14% Floor, and the No-Sale Lock remain intact. The findings shall be recorded in the Physical Vault Ledger.

ARTICLE V: THE SANCTUARY SECURITY PROTOCOL

5.1 Identity Annexation. The legal names and signatures corresponding to Keys Alpha through Foxtrot are contained exclusively in the Physical Identity Annex within the Vault Ledger.

5.2 Public Sufficiency. For all public purposes, the Key Designation and the Notarial Seal of Incumbency shall be sufficient evidence of a Steward's authority to act.

5.3 Digitization Bar. The Identity Annex shall never be stored on a cloud-based server or a networked device.

5.4 Judicial Resistance and Compliance Safe Harbor.

(a) Duty to Resist: The Stewards are directed to exhaust all available legal remedies, including Petitions for Certiorari and stays of execution, to resist the compelled public disclosure of the Identity Annex. They shall assert all applicable constitutional protections, including the First Amendment right of Anonymous Association and the documented necessity of security for the "Honored Guests."

(b) Regulatory Safe Harbor: Notwithstanding the foregoing, the Stewards are authorized to disclose identity information to the Internal Revenue Service, the Pennsylvania Department of State, or the Pennsylvania Bureau of Charitable Organizations, strictly and exclusively as required to maintain the Trust’s 501(c)(3) status or legal standing under Pennsylvania law.

(c) Protective Filing Requirement: Any such regulatory disclosure must be executed under a formal request for confidential treatment or "Non-Public" status to the maximum extent permitted by law, ensuring that the Identity Annex remains shielded from general public discovery.

ARTICLE VI: GOVERNING LAW AND VENUE

Governed by the laws of the Commonwealth of Pennsylvania. Venue: Court of Common Pleas of Dauphin County, Orphans' Court Division.

EXECUTION AND NOTARIZATION

SETTLOR: ____________________________________

EXECUTED BY THE CONCLAVE:

BY: ________________________________ (KEY ALPHA)

BY: ________________________________ (KEY BRAVO)

BY: ________________________________ (KEY CHARLIE)

BY: ________________________________ (KEY DELTA)

BY: ________________________________ (KEY ECHO)

BY: ________________________________ (KEY FOXTROT)

NOTARY ACKNOWLEDGMENT (Dauphin County, PA) On this ____ day of __________, 2026, before me, a notary public, personally appeared the six (6) individuals identified above (identities verified and recorded in the Vault Ledger), who executed this instrument in my presence for the purposes therein contained.

SCHEDULE A: THE INITIAL TRUST ESTATE

THE "RES" AND SOVEREIGN ASSETS OF THE HARRISBURG CARES TRUST

1. INITIAL TANGIBLE FUNDING The Settlor hereby grants, bargains, sells, and conveys to the Stewards, to be held in Trust, the sum of $100.00 (One Hundred Dollars) in United States Currency.

Legal Receipt: The Stewards, by signing this Indenture, acknowledge physical receipt and delivery of this currency in hand.

Purpose: This "Seed" constitutes the formal activation of the Trust’s fiduciary existence under 20 Pa. C.S. § 7731. It is the "Res" upon which the Trust is built and is immediately subject to the Sanctuary protections herein.

2. INTANGIBLE CORPORATE ASSETS The following equity, membership interests, and intangible rights are hereby irrevocably transferred and assigned in their entirety to the Trust, creating a Parent-Subsidiary Lockdown:

A. 100% Equity Ownership: All authorized, issued, and outstanding Voting Stock of Harrisburg Shopping Logistics, PBC. These shares carry the exclusive right to appoint the Board of Directors and ensure the "Public Benefit" is prioritized.

B. Sole Membership Rights: 100% of the Membership Interests and "Sole Member" voting rights of Harrisburg Shopping (Nonprofit). This grants the Trust the power to appoint Directors and veto fundamental transactions.

C. The Intellectual Property: All rights, titles, and interests in the Trademarks "Harrisburg Shopping" and "Edna’s Light," including all associated logos, brand assets, and the "Edna Protocol" proprietary methodology.

3. DOCTRINE OF ASSET ATTACHMENT Pursuant to the Settlor’s intent, all property hereafter acquired—whether real, personal, or digital—shall be subject to the following Restrictive Covenants:

3.1 Titling Requirement: All assets must be titled: "The Stewards of The Harrisburg Cares Trust, in their fiduciary capacity, and not individually." Any attempt to title assets in the name of an individual Steward or the Settlor shall be deemed a nullity, void ab initio, and a material breach of this Indenture.

3.2 The "Anti-Siphon" Bar: No asset, once committed to the Trust, may be transferred, gifted, or siphoned back to the Settlor, the Stewards, or any private individual. All property is "Locked in Sanctuary" for the exclusive benefit of the Honored Guests. This provision is absolute and survives the resignation, removal, or death of any Steward.

3.3 Collateral Prohibition and The Debt-Lock: Trust assets are strictly prohibited from being pledged as collateral, encumbered by liens, or used to secure any debt or line of credit, with the following narrow exception:

(a) The Mandate Exception: Credit may be secured only if the proceeds are used exclusively for the acquisition of mission-critical delivery vehicles or warehouses directly serving the Edna’s Light Mandate.

(b) Consent Requirement: Notwithstanding the "Emergency Quorum" provisions in Article III, any action to encumber Trust property as collateral requires the unanimous "Wet-Ink" consent of all six (6) Stewards present in Pennsylvania. No Emergency Quorum of five (5) is empowered to pledge Trust assets.

4. THE "CLEAN TITLE" & INDEMNITY GUARANTEE The Settlor warrants that these assets are transferred Free and Clear of all liens or encumbrances.

The "As-Is" Acceptance: The Stewards accept these assets with the understanding that their "value" is not pecuniary, but Utility-Based. Their worth is measured solely by their ability to fulfill the Mandate.

5. THE PERPETUAL INVENTORY The Stewards shall maintain a physical, "Wet-Ink" annex to this Schedule A, stored within the physical Vault. This annex must be updated during the Annual Conclave to include: (i) The Fleet Registry (VINs); (ii) The Real Property Deed-Book; and (iii) The Digital Infrastructure Map (Server locations and Emergency Recovery Keys).

EXECUTION AND NOTARIZATION SCHEDULE A

SETTLOR: ____________________________________ DATE: ________________

EXECUTED BY THE CONCLAVE:

BY: ________________________________ (KEY ALPHA)

BY: ________________________________ (KEY BRAVO)

BY: ________________________________ (KEY CHARLIE)

BY: ________________________________ (KEY DELTA)

BY: ________________________________ (KEY ECHO)

BY: ________________________________ (KEY FOXTROT)

NOTARY ACKNOWLEDGMENT (Dauphin County, PA) On this ____ day of __________, 2026, before me, a notary public, personally appeared the six (6) individuals identified above (identities verified and recorded in the Vault Ledger), who executed this instrument in my presence for the purposes therein contained.

SCHEDULE B: THE SUCCESSOR STEWARDSHIP ROSTER

THE "DEAD MAN’S SWITCH" SUCCESSION MANDATE

This Schedule B is incorporated by reference into THE HARRISBURG CARES TRUST INDENTURE. It serves as the exclusive and exhaustive list of pre-vetted successors. Any appointment of a Steward not listed herein, or not appointed according to the specific protocols below, is void ab initio.

1. THE SUCCESSION ROSTER

In the event of a permanent vacancy (death, resignation, or removal under Article IV) of any of the Initial Stewards, the remaining Conclave must appoint from this list in the order of their appearance:

PRIMARY SUCCESSOR: [Full Legal Name], [Address], [Phone/Email]

SECONDARY SUCCESSOR: [Full Legal Name], [Address], [Phone/Email]

TERTIARY SUCCESSOR: [Full Legal Name], [Address], [Phone/Email]

QUATERNARY SUCCESSOR: [Full Legal Name], [Address], [Phone/Email]

QUINARY SUCCESSOR: [Full Legal Name], [Address], [Phone/Email]

SENARY SUCCESSOR: [Full Legal Name], [Address], [Phone/Email]

2. THE "TOTAL WIPEOUT" PROTOCOL

If, by act of God or catastrophe, zero (0) Stewards remain active and capable of appointing successors, the following "Self-Executing" chain of command is triggered:

Phase I: The Benefit Director Intervention. The Benefit Director of Harrisburg Shopping Logistics, PBC (as defined in 15 Pa. C.S. § 3322) shall immediately assume the role of "Interim Conservator of the Trust."

Phase II: Mandatory Appointment. The Benefit Director is legally compelled to appoint the first six (6) names from this Schedule B to the Conclave within 72 hours.

Phase III: The Neutrality Check. The Benefit Director may only bypass a name on this list if they produce a certified public record proving the individual has become a "Disqualified Political Actor" as defined in Article IV, Section 4.1.

The Benefit Director acts solely as a Ministerial Conservator with no discretionary power other than the mechanical appointment of the pre-vetted Successor Roster. The Benefit Director's Conservatorship is a non-fiduciary, mechanical act required by the Settlor and does not constitute control over the Trust Estate.

3. PRE-VESTED QUALIFICATIONS & THE "STEWARD’S VOW"

No individual named in this Schedule B may be seated as a Steward until they satisfy the "Triple Lock" of induction:

Identity Verification: Physical presentation of a valid PA Photo ID or US Passport.

The Neutrality Affidavit: Execution of the Sworn Statement of Absolute Neutrality (affirming no political ambition or affiliation).

The "Wet-Ink" Accession: The Successor must sign the original Vault Ledger in the presence of a Notary Public and at least one other Keyholder (or the Benefit Director).

4. THE ROSTER REFRESH

To prevent the list from becoming obsolete (e.g., due to the death or aging of successors), the Conclave is mandated to review Schedule B every 36 months.

Amendment Restriction: Adding a name requires Unanimous "Six-Key" Consent.

Removal Restriction: A name may only be removed if the individual dies, becomes incapacitated, or violates the Neutrality Clause.

The "Shadow" List: The Stewards are encouraged to maintain a "Shadow List" of potential future stewards who are actively participating in the "Harrisburg Shopping" ecosystem as high-performing Volunteers.

5. ANTI-INFILTRATION GUARDRAIL

Pursuant to 20 Pa. C.S. § 7764(c), if a court is ever petitioned to appoint a Steward for this Trust, the Settlor hereby Directs the Court that only individuals who have:

Served as a Volunteer for "Harrisburg Shopping" for at least 24 months; and

Have zero history of political contribution or office-holding; ...may be considered. The Court is specifically prohibited from appointing any government employee or elected official as a Steward of this "Clean Utility."

EXECUTION AND NOTARIZATION OF SCHEDULE B

SETTLOR: ____________________________________ DATE: ________________

EXECUTED BY THE CONCLAVE:

BY: ________________________________ (KEY ALPHA)

BY: ________________________________ (KEY BRAVO)

BY: ________________________________ (KEY CHARLIE)

BY: ________________________________ (KEY DELTA)

BY: ________________________________ (KEY ECHO)

BY: ________________________________ (KEY FOXTROT)

NOTARY ACKNOWLEDGMENT (Dauphin County, PA) On this ____ day of __________, 2026, before me, a notary public, personally appeared the six (6) individuals identified above (identities verified and recorded in the Vault Ledger), who executed this instrument in my presence for the purposes therein contained.

Articles of Incorporation for Harrisburg Shopping

The undersigned incorporator, desiring to form a nonprofit corporation under the Pennsylvania Nonprofit Corporation Law of 1988, hereby certifies as follows:

ARTICLE I: NAME

The name of the corporation is Harrisburg Shopping.

ARTICLE II: TERM AND REGISTERED OFFICE

Section 1. Term.
The term of existence of the Corporation shall be perpetual.

Section 2. Registered Office.
The Corporation’s Commercial Registered Office Provider (“CROP”) is ________________________________________ (CROP No. ________). The address of the registered office shall be as maintained by the CROP, and may be changed as permitted by law.

Section 3. Other Offices.
The Corporation may also have offices at such other places within or outside the Commonwealth of Pennsylvania as the Board of Directors may select and the business of the Corporation may require.

ARTICLE III: PURPOSE AND NONPROFIT STATUS

Section 1. Charitable Purpose.
The Corporation is organized and shall be operated exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended from time to time.

Section 2. Primary Mission.
The Corporation’s primary mission is to establish a system connecting local businesses with homebound individuals to promote health and alleviate distress.

Section 3. Geographic Boundaries.

Vendor Participation: Restricted to businesses located within a twenty (20) mile radius of the Pennsylvania State Capitol (40.2644° N, 76.8836° W).

Free/Subsidized Delivery Service: Reserved exclusively for homebound individuals and those in crisis (as defined in the Corporation’s Bylaws) within a five (5) mile radius of the Pennsylvania State Capitol.

Paid Delivery Service: Available to the general public and commercial entities within a twenty (20) mile radius of the Pennsylvania State Capitol.

Section 4. Educational Licensing.
A secondary purpose of the Corporation is to develop, operate, and license a replicable operational model solely in furtherance of its charitable and educational purposes. Such licensing shall be on a nonprofit or cost-recovery basis, and conducted in a manner that does not result in private inurement or impermissible private benefit.

Section 5. No Profit.
The Corporation does not contemplate pecuniary gain or profit, incidental or otherwise, and no part of the net earnings shall inure to the benefit of any private individual or entity.

ARTICLE IV: MEMBERSHIP CLASSES

The Corporation shall have members, divided into two (2) classes:

Class A (Community Members): Comprised of the individuals and entities within the geographic locations provided in Article III, Section 3, including local vendors, customers, employees, and volunteers, registered on the Harrisburg Shopping Logistics, PBC, website, located on the worldwide internet at https://www.HarrisburgShopping.com. Pursuant to 15 Pa. C.S. § 5721 and Article VI herein, Class A holds the directing power over specified operational priorities as defined in the Bylaws.

Class B (The Trust Member): The Harrisburg Cares Trust, a Pennsylvania irrevocable charitable trust organized and operated exclusively for charitable purposes, without private inurement. Pursuant to 15 Pa. C.S. § 5751, Class B is the Trust Member of the Corporation. The Class B Member shall have the exclusive power to elect a majority of the Directors and to veto any action that conflicts with the Harrisburg Cares Trust Indenture. The Class B Member shall have the power to approve fundamental transactions as specified in the Bylaws. Notwithstanding such powers, all Directors shall at all times owe their fiduciary duties to the Corporation’s charitable purposes as defined and constrained by the "Edna’s Light Mandate" and the Trust Indenture. The Class B Member shall not receive any private benefit, economic interest, or distribution of assets by virtue of such authority.

ARTICLE V: DIRECTORS

5.1 Powers.

The business and affairs of the Corporation shall be managed by a Board of Directors. For all internal, mission-related, and ceremonial purposes, including the execution of the Six-Key Vault Ledger and the implementation of the Edna’s Light Mandate, the Directors shall be known and designated as "Stewards." The terms "Director" and "Steward" shall be used interchangeably and carry identical legal and fiduciary weight for all purposes of these Articles, the Bylaws, and the Pennsylvania Nonprofit Corporation Law of 1988.

Pursuant to 15 Pa. C.S. § 5721 (relating to the management of nonprofit corporations), the Board’s authority shall be limited and directed by the power of the Class A Members as set forth in Article VI and the veto authority of the Class B Member as set forth in Article IV.

The Board’s primary function is the fiduciary implementation of the Edna’s Light Mandate and the execution of binding Member resolutions. While the Board shall have a ministerial duty to carry out such resolutions, the Directors shall not be required to take any action that they determine, in good faith and after reasonable inquiry, would:

(a) Violate their non-delegable fiduciary duties to the Corporation;

(b) Result in the Corporation’s insolvency; or

(c) Jeopardize the Corporation’s tax-exempt status.

In the event of such a conflict, the Board shall provide a written explanation to the Members and seek a curative resolution.

5.2 Qualifications of Directors.

Each Director shall be an individual at least eighteen (18) years of age and a Member of the Corporation. Pennsylvania residency is not required; however, preference shall be given to individuals who reside within the geographic service area defined in Article III.

5.3 Number and Election.

The Board of Directors shall consist of not fewer than three (3) nor more than fifteen (15) persons. A majority of the Directors shall be elected by the Class B Member (The Trust) to ensure mission stability. The remaining Directors shall be elected by the Class A Members (The Community) in a manner prescribed in the Bylaws.

5.4 Terms.

Directors shall serve terms of three (3) years and until their successors are duly elected. Terms shall be staggered to ensure continuity of the Mandate.

5.5 Quorum and Conflict of Interest.

A majority of the Directors then in office shall constitute a quorum. Pursuant to 15 Pa. C.S. § 5728, any Director with a conflict of interest regarding a vendor or contract must recuse themselves; the matter may be approved by a majority of the disinterested Directors even if they represent less than a quorum.

5.6 Action by Consent.

Any action required at a meeting may be taken without a meeting if a written consent is approved by all Directors then in office (Unanimous Consent), to mirror the high-accountability standards of the Trust.

ARTICLE VI: BINDING COMMUNITY AUTHORITY

Section 1. Sovereignty of the Community Vote.

Pursuant to 15 Pa. C.S. § 5721, a resolution approved by a majority of the Class A Members present and voting at a duly called meeting shall be legally binding upon the Board of Directors. The Board shall have a ministerial duty to implement such votes, subject only to the Implementation Brake set forth in Section 2 of this Article, regarding:

(a) The establishment of annual priorities for community service; and

(b) The addition or removal of delivery services or categories; provided, however, that no such resolution shall be valid if its implementation would result in a projected breach of the 14% Mission-Capital Floor or a failure to maintain the Minimum Floors of the Restricted Accounts as defined in the Bylaws.

The Board of Directors (Stewards) shall have the affirmative duty to provide a Fiscal Impact Statement to the Class A Members prior to any vote concerning the removal of revenue-generating services.

Section 2. The Implementation Brake.

The Board of Directors may only decline to implement a Class A vote if the Class B Member (The Trust) issues a formal Certificate of Non-Compliance confirming that the specific vote:

(i) Violates Pennsylvania or Federal Law;

(ii) Imperils the 501(c)(3) status of the Corporation; or

(iii) Directly contradicts the "Edna’s Light Mandate" as defined in the Trust Indenture.

In the absence of such a Certificate, the Board’s failure to implement a Community resolution shall constitute a breach of the Directors' duty of obedience to the Corporation's governing documents.

Section 3. Amendment and the "Six-Key" Lock.

(a) General Rule: This Article may be amended only by a two-thirds (2/3) vote of Class A Members and the simultaneous Unanimous "Wet-Ink" Consent of the Class B Member’s Six-Key Conclave.

(b) Unilateral Protection: The Class B Member reserves the unilateral power to amend these Articles if the Six-Key Conclave determines such action is strictly necessary to preserve tax-exempt status or protect the Sanctuary Security Protocol from an external threat to the integrity of the charitable mission.

ARTICLE VII: LIMITATIONS AND IRC 501(c)(3) COMPLIANCE

Section 1. Private Inurement.
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, Stewards, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III of these Articles.

Section 2. Political Activity.
No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office, in accordance with Section 501(c)(3) of the Internal Revenue Code, as amended.

ARTICLE VIII: LIABILITY AND INDEMNIFICATION

Section 1. Limitation of Liability.
To the fullest extent permitted by applicable law, no Director or officer of the Corporation shall be personally liable to the Corporation or its Members for monetary damages for any action taken, or any failure to take any action, as a Director or officer, except for liability resulting from (a) acts or omissions not in good faith, (b) intentional misconduct or a knowing violation of law, (c) liability under Section 18 of the Pennsylvania Nonprofit Corporation Law of 1988, or (d) any transaction from which the Director or officer derived an improper personal benefit.

Section 2. Indemnification.
The Corporation shall indemnify, to the fullest extent permitted by Pennsylvania law, any Director or officer who was or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that they are or were a Director or officer of the Corporation, provided that such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation. Indemnification shall include advancement of reasonable expenses in connection with any such proceeding, in accordance with applicable law and the Corporation’s Bylaws.

ARTICLE IX: DISSOLUTION

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

The undersigned incorporator certifies that the statements made herein are true and correct to the best of my knowledge, information, and belief, and that I am authorized to file these Articles of Incorporation.

Date: _________________________

Name of Incorporator: __________________________________

Signature of Incorporator: __________________________________
Address of Incorporator: __________________________________

BYLAWS OF HARRISBURG SHOPPING

A Pennsylvania Nonprofit Corporation

THE EDNA’S LIGHT MANDATE

PREAMBLE: These Bylaws codify the foundational mission and governance of the Founder. The Corporation is established as a Community Utility in spirit. The Officers and Directors serve as Stewards (Stewards) of this digital and physical infrastructure; their primary duty is the maintenance of a safe, accessible, and high-integrity marketplace for homebound residents. The success of this stewardship is measured by the seamless, unobtrusive delivery of services that preserve the dignity and independence of the homebound community.

ARTICLE I: THE DOCTRINE OF HOMEBOUND SUPREMACY

Section 1. Primary Beneficiaries.

1.1 Definition of Homebound.

For the purposes of these Bylaws, “Homebound” shall mean any individual for whom leaving the residence requires significant assistance due to advanced age, illness, or disability, and whose status has been verified in writing by a licensed medical provider. Such individuals are designated as the “Honored Guests” of the Corporation.

1.2 Corporate Duty.

All corporate actions must be evaluated for their direct and primary benefit to the Honored Guests. Actions that do not reasonably serve the peace of mind, security, or survival of Honored Guests are ultra vires and prohibited, regardless of any secondary benefits to other stakeholders. Stewards retain authority to exercise reasonable discretion in emergency circumstances, provided that such discretion is consistent with legal compliance and the welfare of Honored Guests, and is documented in the corporate records.

1.3 Charitable Purpose.

The Corporation shall operate exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Nothing in this Article shall prevent Stewards from taking immediate or discretionary actions necessary to protect the life, health, or well-being of Honored Guests, provided such actions are recorded and reported in accordance with corporate governance protocols.

Section 2. Mandatory Priority of Logistics (The Service Queue)

2.1 Hierarchy of Services.
The Stewards and all Authorized Volunteers (“Volunteers”) shall, to the extent practicable, allocate logistical and operational resources according to the following hierarchy.

Tier I – Life-Essential Services: Immediate fulfillment of prescription medications, medical supplies, and fundamental nutrition for verified Honored Guests. All access, storage, and handling of medications must comply with applicable federal and Pennsylvania laws, including the Controlled Substances Act. Volunteers may act only as agents of the Honored Guest or their legal representative and must not open, alter, or distribute medications in a manner inconsistent with law. Signed authorizations or waivers from the Honored Guest or their legal representative may be required.

Tier II – Quality-of-Life Services: Provision of non-essential goods and services directly benefiting verified Homebound residents, including personal comfort items, household necessities, and other items that materially enhance the well-being of Honored Guests.

Tier III – General Commerce: Standard retail transactions for the general public or other stakeholders, provided such activities do not impair the timely execution of Tier I or Tier II services or compromise Restricted Account priorities under Article II (Financial Governance).

2.2 Board Discretion in Emergencies.
While the hierarchy is mandatory under normal circumstances, the Board of Stewards retains reasonable discretion to adjust priorities in emergency situations, including situations where strict adherence would jeopardize the life, health, or safety of Honored Guests or violate legal requirements. Any deviation from the Service Queue must be documented in the corporate records and reported in the monthly financial and operational report.

2.3 Verification of Beneficiaries.
Eligibility for Tier I and Tier II services requires verification of Homebound status in accordance with Article IV (Verification & Sanitization Protocol). Only verified Honored Guests may receive Tier I or Tier II services, and any provision of these services to non-verified individuals constitutes a breach of fiduciary duty.

ARTICLE II: FINANCIAL GOVERNANCE

Section 1. Mandatory Account Segregation (CFO Directive)

The Chief Financial Officer (CFO) is hereby directed and mandated to establish seven (7) separate bank accounts. To ensure the Edna’s Light Mandate is never compromised, these accounts shall be treated in the following order of priority:

HS-EMERGENCY (The Emergency Fund).

This is an interest-bearing account with the legal designation of Restricted: Life-Sustaining. This account holds the highest moral and legal priority.

HS-RESERVE (The Infrastructure Fund).

This is an interest-bearing account with the legal designation of Restricted: System Survival. This account holds the second priority.

HS-OFFICE (The Office Fund).

This is an interest-bearing account with the legal designation of Office: Infrastructure for items such as office supplies, pens, paper, printers, computer and office accessories, etc. This account holds the third priority.

HS-KNOWLEDGE (The Public Knowledge Fund).

This is an interest-bearing account with the legal designation of Knowledge: Infrastructure for items such as marketing, advertising, outreach, etc. This account holds the fourth priority.

HS-CORNERSTONE (The Capital Fund).

This is an interest-bearing account with the legal designation of Capital: Infrastructure for items such as automotive and buildings, etc. This account holds the fifth priority.

HS-COMMUNITY (The Cultural Fund).

This is an interest-bearing account with the legal designation of Cultural: Outreach for items such as festivals and events, etc. This account holds the sixth priority.

HS-CLEARING (The Sorting Account).

This is a non-interest account with the legal designation of Operational: Sorting and Transit. This account holds the seventh priority and serves as an administrative utility.

Section 1.1 The Sorting Mandate:

The HS-CLEARING account serves as the landing zone for all incoming commissions. The CFO is directed to sweep this account weekly using the following protocol:

Foundation Filling: Funds shall be moved into HS-EMERGENCY and HS-RESERVE in strict priority order until each reaches its designated Funding Cap.

The Split: Once the Foundation accounts are capped, all remaining funds in the Clearing account shall be divided into four equal parts and distributed simultaneously to HS-OFFICE, HS-KNOWLEDGE, HS-CORNERSTONE, and HS-COMMUNITY.

Cap Maintenance: If any one of the accounts reaches its Cap, the remaining funds shall be split evenly between the remaining uncapped accounts. If only one remains uncapped, it receives 100%.

Section 2. Maintenance of Restricted Emergency Accounts

2.1 HS-EMERGENCY (The Emergency Fund).

This account is restricted to the immediate procurement of life-sustaining consumables for Honored Guests facing an acute survival crisis.

Minimum Floor:

The Stewards are legally mandated to maintain a minimum balance of $1,000.00 USD and a funding cap of $10,000.00 USD. These funds serve as a permanent endowment to ensure our Honored Guests remain safe, medically secure and fed, regardless of fluctuations in transaction volume.

The Rule of Thumb:

If an Honored Guest cannot survive safely or with basic dignity for the subsequent 24 hours without the item, it constitutes a mandatory "Emergency Fund" expenditure.

Execution (The Edna Protocol):

Identification of a crisis by a Volunteer triggers the "Edna Protocol" [Expedited Approval Request]. A Steward is legally mandated to approve or deny the request within one (1) hour.

Operational Scenarios:

Scenario A (The Empty Pantry): A Volunteer observes a lack of sustenance in a Guest’s residence. Upon a 1-hour Edna Protocol approval, the Volunteer is authorized to spend up to $50.00 at a local grocer for survival staples (e.g., proteins, dairy, grains).

Scenario B (The Medication Barrier): A Guest is unable to afford a life-critical prescription co-pay (e.g., insulin, cardiac medication). Upon a 1-hour Edna Protocol approval, the Volunteer is authorized to cover the co-pay directly at the pharmacy counter.

The Survival Mandate:

If the account drops below the $1,000.00 minimum, all Tier III (General Commerce) sales commissions must be diverted exclusively to the Emergency Fund first until the floor is restored.

Section 2.2 HS-RESERVE (The Infrastructure Fund).

This account is strictly restricted to the "Hard Costs" required to maintain the digital and physical existence of the Corporation.

Authorized Expenditures: Digital hosting fees, computer hardware upgrades, programming fees and associated costs, security encryption licenses, domain maintenance, and necessary liability insurance.

Minimum Floor:

The Stewards are legally mandated to maintain a minimum balance of $1,000.00 USD and a funding cap of $10,000.00 USD. These funds serve as a permanent endowment to ensure the "Digital Fortress" remains online and secure, regardless of fluctuations in transaction volume.

The Anti-Growth Constraint:

Reserve funds may not be used for marketing, advertising, or physical office space. The utility is designed to remain lean, digital, and "unobtrusive."

The Survival Mandate:

If the account drops below the $1,000.00 minimum, (After the Emergency Fund is fully funded) all Tier III (General Commerce) commissions must be diverted exclusively to the Reserve Fund until the floor is restored.

Section 3. Maintenance of Knowledge, Developmental and Cultural Accounts.

Section 3.1 HS-OFFICE (The Office Fund).

This account is dedicated to the infrastructure for items such as office supplies and office accessories, of the Corporation.

Authorized Expenditures: Infrastructure for items such as office supplies, pens, paper, printers, computer and office accessories, etc.

Funding Cap: $10,000.00 USD

The "Six-Key" Lock: Any expenditure exceeding $5,000.00 from this account requires the unanimous consent of all six Keyholders.

Section 3.1 HS-KNOWLEDGE (The Public Knowledge Fund).

This account is dedicated to the long-term advertising, marketing and outreach infrastructure of the Corporation.

Authorized Expenditures: Purchase and maintenance of outreach, advertising, marketing systems, etc.

Funding Cap: $1,250,000.00 USD

The "Six-Key" Lock: Any expenditure exceeding $5,000.00 from this account requires the unanimous consent of all six Keyholders.

Section 3.2 HS-CORNERSTONE (The Capital Fund).

This account is dedicated to the long-term physical infrastructure of the Corporation.

Authorized Expenditures: Purchase and maintenance of vehicles, acquisition of real property (Office/Warehouse), and large-scale equipment, etc.

Funding Cap: $1,250,000.00 USD

The "Six-Key" Lock: Any expenditure exceeding $5,000.00 from this account, or any contract for real estate, vehicle, requires the unanimous consent of all six Keyholders.

Section 3.3 HS-COMMUNITY (The Cultural Fund).

To ensure that once our homebound neighbors are safe and fed, the technology is secure, the Corporation helps the entire community thrive.

Authorized Use: Organizing and hosting community festivals, supporting local artisans, and neighborhood-wide celebration events, philanthropic donations for the betterment of humans and animals, etc.

Funding Cap: $1,250,000.00 USD

The "Six-Key" Lock: Any expenditure exceeding $5,000.00 from this account requires the unanimous consent of all six Keyholders.

Section 4. Fiduciary Refill Covenant.

4.1 Affirmative Duty to Refill.

The Stewards acknowledge that the sustainability of the Edna’s Light Mandate depends upon the continuous replenishment of Restricted Accounts. Accordingly, the Stewards accept an affirmative fiduciary obligation to actively restore any account that falls below its designated Minimum Floor or materially below its intended operational capacity.

4.2 Priority of Refill Actions.

When one or more accounts fall below their Minimum Floor, corrective action shall occur in the following non-negotiable order of priority:

HS-EMERGENCY (The Emergency Fund)

HS-RESERVE (The Infrastructure Fund)

HS-OFFICE (The Office Fund)

HS-KNOWLEDGE (The Public Knowledge Fund)

HS-CORNERSTONE (The Capital Fund)

HS-COMMUNITY (The Cultural Fund)

No discretionary expenditures, expansions, or new initiatives may be authorized until all higher-priority accounts are restored to compliance.

4.3 Mandatory Refill Mechanisms.

The Stewards may fulfill the Refill Covenant through any lawful combination of the following actions:

Temporary diversion of Tier III (General Commerce) commissions as already mandated herein

Voluntary capital infusions or donations solicited specifically for restricted purposes

Temporary suspension of non-essential services or programs

Reduction or postponement of capital or cultural expenditures

Under no circumstances may Restricted Funds be reclassified, borrowed against, or commingled to mask noncompliance.

4.4 Prohibition on Dilution of Emergency Capacity.

The Emergency Fund shall never be weakened, deferred, or indirectly compromised for the purpose of growth, optics, convenience, or expansion. Any Steward action that knowingly delays or avoids refilling the Emergency Fund shall constitute a material breach of fiduciary duty.

4.5 Transparency and Recordkeeping.

The Chief Financial Officer shall provide a monthly written report to the Stewards detailing:

Current balances of all seven accounts

Any breaches or near-breaches of Minimum Floors

All refill actions taken or required

These records shall be preserved as part of the Corporation’s permanent governance archive.

4.6 The Steward’s Oath.

By accepting office, each Steward affirms that financial stewardship is not discretionary but custodial in nature. The Corporation exists to endure quietly and reliably; therefore, the Refill Covenant is binding in conscience, law, and practice.

5.0 Duty of the Stewards.

The Stewards serve without compensation. Their primary fiduciary duty is the health of the Restricted Accounts. Failure to prioritize the replenishment of these accounts over corporate expansion shall be considered a breach of duty and may trigger a review or removal by the Harrisburg Cares Trust (Class B Member).

ARTICLE III: THE SIX-KEY VAULT (PHYSICAL CONCLAVE)

Section 1. The Physical Unanimity Requirement.

To ensure the highest level of fiduciary oversight and to prevent digital compromise, any expenditure exceeding $5,000.00 from the HS-OFFICE, HS-KNOWLEDGE, HS-CORNERSTONE, or HS-COMMUNITY accounts requires the Physical Wet-Ink Signature of all six (6) designated Keyholders.

Section 2. The Mandate of Presence and Identification.

For any "Major Capital Event," the six Keyholders must be physically present in the same room at the same time to execute the transaction. To prevent fraud or coercion, every Keyholder must present Current Photographic Identification before signing the Vault Ledger. Valid forms of identification are strictly limited to:

A valid Pennsylvania Driver’s License.

A valid Pennsylvania Department of Transportation (PennDOT) Photo ID Card.

A valid United States Passport or Passport Card.

Section 3. Verification of Identity. The Corporate Secretary is mandated to verify the expiration date and photo of each ID against the person present. A record that "Identification was verified in person" must be noted in the Vault Ledger next to each signature. Digital signatures, proxies, or remote "e-signs" are strictly prohibited and shall be deemed legally void for the purposes of unlocking Cornerstone or Community funds.

Section 4. Designation of the Keyholders. The "Keys" are assigned to the following seats, requiring a quorum of two distinct entities to act as one:

The Harrisburg Shopping (Operating) Keys:

1.  Key A The Chief Executive Officer (CEO)

2.  Key B The Chief Financial Officer (CFO)

3.  Key C The Corporate Secretary

The Harrisburg Cares Trust (Oversight) Keys:

4. Key D (Designated Steward)

5. Key E (Designated Steward)

6. Key F (Designated Steward)

Section 5. Execution of the Ledger. The Corporate Secretary shall maintain a physical "Vault Ledger." When the six Keyholders meet, they shall sign both the specific banking authorization and the Vault Ledger. This ledger serves as the permanent record of who authorized the movement of capital, supported by the physical verification of their identity.

Section 6. The "Cooling Off" Exception.

Because this process requires physical travel, identification verification, and coordination, it acts as a natural "cooling off" period to prevent impulsive financial decisions. However, this physical requirement applies only to the HS-OFFICE, HS-KNOWLEDGE, HS-CORNERSTONE, and HS-COMMUNITY accounts. The HS-EMERGENCY and HS-RESERVE accounts remain liquid and accessible to the CFO for immediate life-saving needs as defined in Article II.

ARTICLE IV: THE VERIFICATION & SANITIZATION PROTOCOL

Section 1. Data Minimization.

The Corporation is strictly prohibited from soliciting, receiving, or storing clinical medical records, diagnostic histories, or sensitive health information. Verification of "Homebound" status shall be limited exclusively to a Physician’s attestation affirming the individual meets the criteria defined in Article I, Section 1.

Section 2. The "Zero-Trace" Mandate.

(a) Immediate Destruction: All source documents used for homebound status verification must be destroyed or permanently deleted within seventy-two (72) hours of status confirmation.

(b) Verification Standards:

Physical Media: Must be destroyed via cross-cut shredding to a minimum standard of 2mm x 15mm.

Digital Media: Files must be purged using secure erasure protocols from all primary servers, local drives, and secondary "trash" or "recovery" caches.

(c) Federal & State Regulatory Exception (Chain of Custody): Notwithstanding the 72-hour "Zero-Trace" mandate, all records pertaining to the delivery of prescription medications, medical supplies, or "Life-Sustaining Medicine" (Tier I Services) must be maintained in a Restricted Chain of Custody Log.

Statutory Compliance: Pursuant to federal record-keeping standards and Pennsylvania pharmacy regulations, these specific logs—containing only the date, time, medication type (non-clinical), and recipient signature—shall be preserved for a period of seven (7) years from the date of delivery.

Secure Archival: These logs must be encrypted and stored separately from general "Honored Guest" shopping data. Access is restricted to the Chief Executive Steward (Key Alpha) or legal counsel for the purpose of regulatory audit or defense against legal claims.

Non-Clinical Integrity: No diagnostic codes, medical histories, or PHI (Protected Health Information) beyond the delivery confirmation shall be recorded in this log.

Section 3. The Sanitization Audit.

The Corporation is legally mandated to pay the reviewer’s fee, which shall be based on prevailing market rates for a Social or Data Audit. To protect the HS-RESERVE account, the Board shall solicit at least three (3) bids from disinterested third-party firms to ensure cost-efficiency while maintaining high-integrity verification.

ARTICLE V: THE ACCESSIBILITY MANDATE (THE EDNA STANDARD)

Section 1. Interface Requirements.

The Corporation is prohibited from implementing any update or "redecoration" that compromises the utility for the elderly or visually impaired.

1.1 Typography: The Atkinson Hyper-Legible typeface at a minimum of 20pt is the absolute mandatory standard for all Guest-facing digital interfaces.

1.2 Tactile Optimization (The "Shakey-Hand" Protocol): To accommodate users with tremors or limited fine motor control, all interactive digital elements (buttons, links, toggles) must maintain a minimum hit target of 44x44 pixels.

Section 2. Visual Inclusion.

The platform must maintain native optimizations for all forms of color-vision deficiency, including Protanopia, Deuteranopia, Tritanopia, and Achromatopsia. No critical information, navigation cues, or status alerts shall be conveyed via color alone.

ARTICLE VI: VENDOR & FINANCIAL COVENANT

Section 1. Commission Structure.

The all-inclusive commission rate for participating vendors is capped at 14%. This fee is success-based and shall only be collected upon the successful completion of a transaction.

Section 2. The Revenue Floor.

The 14% commission rate constitutes the "Mission Floor." This rate may be increased by a two-thirds (2/3) majority vote of the Harrisburg Cares Trust (Class B) and a quorum of Class A members; however, it shall never be lowered. This floor ensures the perpetual solvency of the Restricted Emergency Accounts (The Closet and The Reserve).

ARTICLE VII: PUBLIC SAFETY & EMPLOYEE AND VOLUNTEER CONDUCT

Section 1. Vetting & Identification.

(a) Compulsory Clearances: Every Employee and Volunteer must maintain current and valid PA State Police Criminal History and PA Child Abuse History clearances.

(b) Physical Credentials: While on duty, Employees and Volunteers must display official Corporation identification. Credentials must feature a "Natural State" (unfiltered/unedited) photograph and large-print, high-contrast typography.

Section 2. The Cashless Mandate.

To ensure the safety of the Guest and the integrity of the Employee or Volunteer, the Corporation operates as a "Clean Utility." Employees and Volunteers are strictly prohibited from:

Handling physical currency on behalf of the Corporation or Guests.

Soliciting or accepting tips/gratuities.

Facilitating Cash-on-Delivery (COD) transactions.

ARTICLE VIII: THE CONFLICT OF INTEREST (ANTI-INFILTRATION) CLAUSE

Section 1. Purpose of the Clause.

To preserve the Corporation’s status as a Community Utility in spirit and to protect the "Honored Guests" from political exploitation, the Corporation must remain strictly insulated from partisan interests, lobbying, and the influence of the state or federal political apparatus. This clause serves as a "Hard Firewall" between community service and political ambition.

Section 2. Absolute Prohibition of Political Infiltration.

The following individuals are strictly prohibited from serving as a Steward (Class A), a member of the Harrisburg Cares Trust (Class B), or an Employee or Volunteer:

Current Office Holders: Any individual currently holding an elected or appointed office in any branch of government (Local, State, or Federal).

Political Candidates: Any individual who has filed a statement of candidacy or is actively campaigning for any public office.

Government Workers: Any individual currently employed by a government agency in a decision-making, regulatory, or policy-enforcing capacity.

Past Political Actors: Any individual who has held elected office or served as a high-level political appointee within the five (5) years preceding their application to the Corporation.

Section 3. Mandatory Resignation and Vacancy Restoration.

3.1 Automatic Vacation of Seat:

If a sitting Steward or Employee or Volunteer declares their candidacy for public office or accepts a government appointment, their position within Harrisburg Shopping is deemed automatically vacated at the moment of declaration or acceptance. No board vote is required to effect this removal; it is a self-executing mandate of these Bylaws.

3.2 Restoration Protocol:

In the event that a Steward seat becomes vacant due to the political disqualification described above, or due to death, serious illness, or voluntary resignation, a successor must be named within thirty (30) days.

Appointment Power: The remaining Board of Stewards shall nominate a successor.

Ratification: The appointment is only finalized upon the formal agreement/concurrence of the Class A Officers.

Interim Duty: During the 30-day vacancy window, the remaining Stewards are legally bound to prioritize the fulfillment of the Edna Protocol and the replenishment of the Restricted Accounts as defined in Article I.

Section 4. Prohibition of Political Contributions and Endorsements.

The Corporation, in adherence to its Founder's philosophy, shall not:

Endorse, support, or oppose any candidate for public office.

Donate any funds to any political action committee (PAC) or campaign.

Allow corporate digital or physical assets to be used for political canvassing or the distribution of campaign literature.

Section 5. Disclosure and Vetting.

As part of the Compulsory Clearances defined in Article V, Section 1, every prospective Steward and Employee and Volunteer must sign a "Neutrality Affidavit" affirming they do not meet any of the disqualifying criteria listed in Section 2 of this Article. Failure to disclose past or present political status shall be grounds for immediate permanent debarment from the Corporation.

ARTICLE IX: THE HARRISBURG CARES TRUST (SILENT GUARDIAN)

Section 1. Status and Standing.

The Harrisburg Cares Trust (Class B Member) is a Dormant Governance Entity. It holds no day-to-day management authority and shall not participate in regular Board meetings. However, the Class B Member holds Irrevocable Enforcement Standing under Pennsylvania law to ensure the Edna’s Light Mandate is upheld.

Section 2. The "Silent Alarm" Triggers.

The Class B Member’s authority is "activated" only upon the occurrence of one or more of the following Governance Breaches:

The Funding Breach: The Emergency Fund (Article II) falls below the $1,000 floor for more than 45 consecutive days.

The Sanitization Breach: The Board fails to certify the Quarterly Sanitization Audit (Article IV) within 15 days of the quarter’s end.

The Infiltration Breach: A Steward or Employee or Volunteer fails to vacate their seat after declaring candidacy for public office (Article VIII).

Section 3. Verification and the Law Firm "Tool."

To minimize administrative work, the Class B Member shall appoint a Disinterested Third-Party Reviewer (e.g., a local law firm or CPA) to perform a "One-Page Mission Audit" annually.

Cost: The Corporation is legally mandated to pay the reviewer’s fee for this specific Mission Audit, which is capped at $1,000/year.

Operational Distinction: This cap applies solely to the Class B Member’s annual governance verification. It shall not apply to, nor limit, the fees paid for the mandatory Sanitization Audit required under Article IV, Section 3, which shall be funded from the HS-RESERVE account at prevailing market rates as determined by the competitive bidding process.

The Green Light: If the reviewer finds no breaches, the Class B Member remains dormant.

The Red Light: If a breach is found, the reviewer must notify the Class B Member immediately, triggering Section 4.

Section 4.

The "Nuclear" Intervention. Once activated by a Breach, the Class B Member is granted the immediate power to:

Veto: Freeze all non-emergency spending from the Cornerstone or Community accounts.

Remove: Dissolve the sitting Board of Stewards by a 2/3 vote of the Trust and appoint Interim Stewards.

Situs: Apply for an immediate court injunction to enforce the Bylaws.

ARTICLE X: AMENDMENTS AND THE PROPOSAL LIFECYCLE

Section 1. Core Pillars – Amendment Restrictions

The following “Core Pillars” constitute the foundational mission and governance principles of the Corporation and shall not be amended, altered, or repealed except under extraordinary circumstances:

Article I: The Doctrine of Homebound Supremacy
Article II: The Zero-Trace Sanitization Protocol
Article IV: The 14% Revenue Floor
Article VI: The Conflict of Interest (Anti-Infiltration) Clause
Article XII: The Doctrine of Absolute Neutrality

Notwithstanding the foregoing, an amendment to any Core Pillar may be enacted only if the Harrisburg Cares Trust unanimously approves the amendment, if required to comply with applicable law, regulation, or IRS requirements, or to address an unforeseen emergency that threatens the health, safety, or fiduciary integrity of the Corporation or its Honored Guests. All six Keyholders must provide physical, wet-ink approval of the amendment. The amendment and its justification must be recorded in the Vault Ledger and preserved permanently in the corporate governance records.

The Corporation’s intent is to maintain these Core Pillars as effectively permanent while allowing legally defensible flexibility to protect the Corporation, its mission, and its Honored Guests.

Section 2. Open-Door Proposal Policy

Any active Class A Member, including Volunteers, Vendors, or Customers, may submit a formal proposal to amend the Bylaws or suggest a new operational protocol through the secure digital platform.

Section 3. Frivolity Filter

To preserve the Corporation’s time and resources, the Board of Stewards may dismiss proposals deemed frivolous. A proposal is considered frivolous if it proposes physically impossible or nonsensical actions, contains hate speech, harassment, or promotes discrimination, falls entirely outside the scope of a 501(c)(3) community utility, or directly contradicts the Doctrine of Homebound Supremacy (Article I). Members who believe their proposal was improperly filtered may submit a single appeal to the Harrisburg Cares Trust. The Trust’s determination as to whether a proposal is legitimate or frivolous is final and binding.

Section 4. Processing Legitimate Proposals

Proposals passing the Frivolity Filter must be published in the Public Ledger of Ideas for review and discussion. The Board must provide a written Mission-Alignment Response during the quarterly cycle, explaining whether and how the proposal serves the Honored Guests. Proposals may gain traction as follows. If 10 percent of Class A Members upvote or sign the proposal, it must be added to the next Board Meeting agenda. If 25 percent of Class A Members authenticate the proposal via secure digital signature, it triggers a mandatory Community Vote.

Section 5. Voting and Ratification

Legitimate amendments require a thirty-day digital notice before voting. Approval requires a simple majority of Class A Members casting ballots and a two-thirds majority of the Harrisburg Cares Trust for final ratification.

All voting outcomes are subject to the supremacy of the Parent Trust. In the event of a conflict between a Class A Member vote and the Harrisburg Cares Trust Indenture, the Trust Indenture shall prevail as the governing authority for the Edna’s Light Mandate.

Upon the successful ratification of an amendment or proposal by the Six-Key Conclave, the Corporate Secretary shall issue a Certificate of Ratification. This certificate shall state that 'The Conclave met in physical quorum and verified identities pursuant to Article III.' The signatures of the Keyholders on this public certificate shall be their Sovereign Key Designations (Alpha-Foxtrot) and the Notarial Seal of Incumbency. The original signatures and legal names shall remain secured within the non-public Vault Ledger.

Section 6. Emergency Enforcement (“Nuclear” Option)

If the Board fails to perform the Sanitization Audit or otherwise abandons the Homebound Supremacy mandate, the Harrisburg Cares Trust is empowered to dissolve the sitting Board and appoint new Stewards to protect the Corporation’s mission. Such emergency actions must be recorded in the Vault Ledger with the justification and scope of authority exercised.

ARTICLE XI: SEPARATION OF SERVICE ROLES

Section 1. Distinct Classifications.

The Corporation shall maintain two distinct registries for logistics: "Employees" (Paid) and "Volunteers" (Volunteer).

Section 2. Non-Displacement Rule.

Volunteers shall not be utilized to displace or replace the duties of Employees for the purpose of avoiding labor costs.

Section 3. Volunteer Separation.

No Employee may "volunteer" to perform the same or similar delivery services they are paid to perform. Any volunteer service provided by a paid employee must be entirely separate in nature and performed outside of paid working hours.

Section 4. Accountability.

The Board of Directors shall conduct an annual audit of these registries to ensure that no individual is "double-dipping" or being misclassified, which would threaten the 501(c)(3) integrity.

ARTICLE XII: THE DOCTRINE OF ABSOLUTE NEUTRALITY (COMMUNITY INFRASTRUCTURE STANDARD)

Section 1. Purpose of Neutrality.

The Corporation is established as a "Clean Utility," akin to water or electricity. To ensure that no Honored Guest feels excluded, prioritized, or marginalized based on their personal beliefs or identity, the Corporation must remain a blank canvas. The Corporation exists to facilitate logistics, not to curate or endorse cultural, religious, or political narratives.

Section 2. Prohibition of Holiday and Observance Participation.

The Corporation is strictly prohibited from participating in, advertising for, or officially recognizing any of the following:

Religious Holidays: Including, but not limited to, Christmas, Easter, Hanukkah, Ramadan, Diwali, etc.

Secular or Political Holidays: Including, but not limited to, the 4th of July, Memorial Day, Labor Day, or Thanksgiving.

Cultural or Identity Observances: Including, but not limited to, Pride Month, Black History Month, Women’s History Month, or any other specific identity commemorations.

Section 3. Corporate Visual Identity Restrictions.

The digital interface, official social media channels, and physical assets of the Corporation shall maintain a consistent, "Season-Neutral" aesthetic year-round.

No Thematic Variations: The Corporation shall not "reskin" its logo, website, or app with holiday-themed colors, symbols, or seasonal motifs (e.g., no snowflakes, pride flags, hearts, or fireworks).

Neutral Communication: All corporate-wide communications, newsletters, and alerts must remain strictly operational. Marketing copy shall not use seasonal greetings (e.g., "Happy Holidays" or "Happy 4th").

Section 4. Preservation of Vendor Autonomy (The Profile Firewall).

This Doctrine applies exclusively to the Corporation’s infrastructure and official voice.

Vendor Profiles: Individual participating stores/vendors maintain their own First Amendment rights. They are permitted to display holiday graphics or celebrate observances on their specific vendor profiles or within their own product descriptions.

Non-Endorsement: The Corporation shall not feature or "boost" vendor content specifically because it aligns with a holiday or observance.

Section 5. Enforcement.

Any attempt to use Corporate funds from HS-KNOWLEDGE (The Public Knowledge Fund) or HS-COMMUNITY (The Cultural Fund) for the promotion of a specific holiday or identity-based event shall be considered a "Frivolous and Prohibited Expenditure." Such actions trigger the immediate Veto power of the Harrisburg Cares Trust (Class B Member) as defined in Article IX.

The Founder holds no reserved powers, explicit or implicit.

ARTICLES OF INCORPORATION

Harrisburg Shopping Logistics, PBC

(A Pennsylvania Public Benefit Corporation)

The undersigned, a natural person of full age, desiring to form a Public Benefit Corporation under the Pennsylvania Business Corporation Law of 1988 (15 Pa. C.S. § 1101 et seq.) and the Pennsylvania Benefit Corporation Code (15 Pa. C.S. § 3301 et seq.), hereby certifies:

ARTICLE I: NAME AND TYPE

1.1 Name. The name of the corporation is Harrisburg Shopping Logistics, PBC. 1.2 Benefit Status. The Corporation is a Benefit Corporation as defined in 15 Pa. C.S. § 3302.

ARTICLE II: REGISTERED OFFICE

2.1 Address. The initial registered office of the Corporation in the Commonwealth of Pennsylvania is: [STREET ADDRESS], HARRISBURG, PA [ZIP CODE], DAUPHIN COUNTY.

ARTICLE III: CORPORATE PURPOSE

3.1 General Public Benefit. The purpose of the Corporation is to create a material positive impact on society and the environment, taken as a whole, as assessed against a third-party standard. 3.2 Specific Public Benefit (The Edna’s Light Mandate). The Corporation is formed to provide a "Clean Utility" logistical infrastructure for the homebound, requiring:

Mandatory prioritization of "Honored Guests" over standard commerce.

Absolute institutional neutrality regarding religious and political movements.

Strict 72-hour "Digital Sunset" data sanitization protocols.

ARTICLE IV: CAPITAL STOCK AND OWNERSHIP

4.1 Organization. The Corporation is organized on a stock basis. 4.2 Authorized Shares. Total authorized is 1,000 shares of Common Stock, par value $0.01 per share. 4.3 Dividend Limitations. No shares carry rights to dividends except as strictly provided in Article VI. 4.4 Ownership. 100% of voting shares are held by The Harrisburg Cares Trust. 4.5 Inalienability. Shares are non-transferable; any attempted transfer to a third party is Void Ab Initio.

ARTICLE V: BENEFIT GOVERNANCE

5.1 Benefit Director. The Board shall include one independent Benefit Director (15 Pa. C.S. § 3322). 5.2 Benefit Officer. The Corporation shall appoint a Benefit Officer (15 Pa. C.S. § 3324) to manage the daily execution of the Edna’s Light Mandate. The Benefit Officer shall report directly to the Benefit Director. 5.3 Priority of Interests. Directors shall give priority to the Specific Public Benefit over the pecuniary interests of the Corporation (15 Pa. C.S. § 3321). 5.4 Mandatory Considerations. Pursuant to 15 Pa. C.S. § 3321(a), the board and individual directors shall consider the effects of any action or inaction upon:

The shareholders of the benefit corporation;

The employees and workforce of the Corporation, its subsidiaries, and suppliers;

The interests of customers as beneficiaries of the Specific Public Benefit;

Community and societal considerations in areas where the Corporation operates;

The local and global environment;

The short-term and long-term interests of the benefit corporation; and

The ability of the Corporation to accomplish its Specific Public Benefit purpose.

ARTICLE VI: FINANCIAL MANDATES (THE 14% FLOOR)

6.1 The Mission Commission. A mandatory 14% commission floor is established on all third-party vendor transactions.

6.2 The $5,000 "Red Line" (Greed-Lock). Notwithstanding any other provision, the Corporation is prohibited from issuing any dividends, distributions, or performance-based bonuses if such payment would cause the Corporation’s primary operational liquidity to fall below a minimum floor of $1,000.00 USD. This "Red Line" serves as the mandatory survival reserve for the Edna’s Light Mandate.

6.3 Subject to the 'Red Line' restriction in Section 6.2, 100% of net profits shall be distributed as a Mandatory Charitable Grant to Harrisburg Shopping (the Nonprofit Subsidiary) to be utilized in the priority order established by the Waterfall of Care. This distribution is a contractual obligation of the Corporation's Benefit Status and is not a discretionary dividend.

ARTICLE VII: TRANSPARENCY

7.1 Annual Benefit Report. The Corporation shall prepare and deliver an annual Benefit Report to the Trust and post it on the Corporation's public website (15 Pa. C.S. § 3331).

ARTICLE VIII: LIABILITY & INDEMNIFICATION

8.1 Personal Liability. No director shall be personally liable for monetary damages unless the breach constitutes self-dealing, willful misconduct, or recklessness.

8.2 Benefit Exoneration. Per 15 Pa. C.S. § 3322(f), the Benefit Director is not liable for an act or omission in their capacity as a Benefit Director.

8.3 Limitation on Standing. Pursuant to 15 Pa. C.S. § 3323, a benefit enforcement proceeding against the Corporation may be commenced or maintained exclusively by the Harrisburg Cares Trust (Class B Member) via unanimous consent of the Six-Key Conclave. No other person or entity, including customers, vendors, or political subdivisions, shall have standing to maintain a claim relating to the Corporation’s pursuit of its Specific Public Benefit.

ARTICLE IX: AMENDMENT AND TERMINATION

9.1 Trust Veto. Amendments require the Unanimous Wet-Ink Consent of the Six-Key Conclave. 9.2 Judicial Oversight. Termination of status requires a 100% unanimous Trust vote and a hearing in the Court of Common Pleas of Dauphin County (Orphans' Court Division).

ARTICLE X: ADOPTION AND EXECUTION

10.1 Effective Date. These Articles are effective upon filing with the Department of State. 10.2 Statutory Compliance. Incorporated under the Business Corporation Law of 1988.

IN TESTIMONY WHEREOF, the incorporator has signed these Articles of Incorporation this ____ day of ________, 2026.

[YOUR NAME], Incorporator [YOUR ADDRESS]