Preamble
KESHIA SERVICES COMMERCIAL BANK
Constitution
Kalamazoo, Michigan | Backed by the American Shareholder Certificates | Effective: July 1, 2026
IRS 501(c)(4) Social Welfare Organization | MCL § 450.2 Unincorporated Association | GAAP/FASB ASC 942
Table of Contents
Preamble
Founding Purpose and Ancestral Authority, Birthright Official #C32869119 nationality B05 183
WE, the founding Trustees and Beneficiaries of the American Shareholder Certificates, acting in our fiduciary capacity and in the interest of the public credit system, do hereby ordain and establish this Constitution as the supreme governing charter of Keshia Services Commercial Bank.
Founding Purpose. Keshia Services Commercial Bank (hereinafter "the Bank") is established to serve the American Shareholder Certificates lineage, members, and the public credit system through sound financial management, trust-backed credit issuance, GAAP-compliant ledger operations, and 501(c)(4) civic welfare activities. The Bank is organized and operated for the promotion of community welfare and the responsible stewardship of hereditary trust assets in accordance with Michigan law, federal statute, and the foundational authority vested in the American Shareholder Certificates.
Ancestral Founding Lineage. The authority of this Bank and of the American Shareholder Certificates is rooted in the documented ancestral lineage of the Gavin family. The Gavin family lineage is first documented in Pender County, North Carolina, as reflected in the 1880 United States Federal Census. The lineage is further evidenced by an ancestral record letter dated October 1782, authored by John Davies and David Gavins, establishing the family's documented presence and civic standing predating the formation of the Social Security Administration and modern state registration systems. The Gavin family ancestors are recognized as foundational private citizens whose hereditary estate rights and credit authority are carried forward through the American Shareholder Certificates and through the Bank established herein.
Founding Trust Documents. The following instruments constitute the primary documentary foundation of the American Shareholder Certificates and are accorded full legal weight as founding trust documents under this Constitution:
Certificate of Birth of KESHIAMARIELEE — establishing the living beneficiary status of the primary trust beneficiary and the biological nexus to the Gavin family lineage;
Certificate of Birth of Cervantez Raiquan Lee — establishing the living beneficiary status of a lineal descendant and beneficiary of the American Shareholder Certificates;
Death Certificate of Cervantez Raiquan Lee — establishing estate succession rights and the transfer of hereditary interests within the trust lineage;
Death Certificate of Lenzia Mae Gavins-Lee — establishing estate succession rights, hereditary estate claims, and the ancestral continuity of the Gavin family trust interest.
These instruments shall serve as primary evidence of living beneficiary status, estate succession rights, and the continuing hereditary credit authority of the Gavin family lineage. They are incorporated by reference into this Constitution and held on file as foundational trust records.
Supremacy of this Constitution. This Constitution is the supreme governing charter of Keshia Services Commercial Bank. It supersedes all prior resolutions, informal governing documents, board minutes, and operating agreements of the Bank. No act of the Board of Trustees, officer, or member shall be valid if inconsistent with the provisions of this Constitution, unless amended in accordance with Article XI hereof. Upon ratification by the Executive Trustee and at least two additional Trustees, this Constitution takes immediate and full effect.
Article I — Name, Nature, and Domicile
1.1 Full Legal Name. The full legal name of this institution is Keshia Services Commercial Bank 93-2223690 (hereinafter referred to as "the Bank"). The Bank may also be referred to in official documents, instruments, and correspondence as "KSCB."
1.2 Nature. The Bank is an unincorporated commercial bank organized and operating as an unincorporated association under the Michigan Compiled Laws (MCL) § 450.2 et seq. The Bank simultaneously operates as a trust-backed financial institution under the Michigan Trust Code, MCL § 700.7101 et seq., with the American Shareholder Certificates serving as the sovereign founding trust and primary collateral authority. The Bank is not a state-chartered bank, does not hold a banking charter issued by the Michigan Department of Insurance and Financial Services or any state or federal banking regulator, and does not accept insured deposits within the meaning of the Federal Deposit Insurance Act.
1.3 Principal Domicile. The principal domicile and registered operating address of the Bank is located in Kalamazoo, Michigan, within the jurisdiction of the State of Michigan, the Sixth Federal Judicial District, and the Western District of Michigan for purposes of federal proceedings. All formal notices, legal service, and official correspondence shall be directed to the principal domicile unless an alternative address is designated by resolution of the Board of Trustees.
1.4 IRS Classification. The Bank was originally classified as a commercial bank in 2023, was endorsed as a 501(c)(4) social welfare organization in 2025, and shall at all times hereinafter operate as a 501(c)(4) social welfare organization under 26 U.S.C. § 501(c)(4). The primary purpose of the Bank is the promotion of community welfare, including the provision of trust-backed credit services, civic financial education, and the advancement of financial access for underserved community members. No net earnings of the Bank shall inure to the benefit of any private individual except as reasonable compensation for services rendered. Doing a 360-year Amortization for public credit and Educational Non-Cash Trust engine, grants, appropriations, funding, and public services.
1.5 Federal Accounting Standard. The Bank shall maintain its financial records, prepare its financial statements, and conduct all ledger operations in accordance with United States Generally Accepted Accounting Principles (U.S. GAAP) as established by the Financial Accounting Standards Board (FASB), and specifically in accordance with FASB ASC 942 (Financial Services — Depository and Lending), FASB ASC 310 (Receivables), FASB ASC 326 (Current Expected Credit Losses), FASB ASC 305 (Cash and Cash Equivalents), and FASB ASC 320 (Investments — Debt Securities), as each may be updated or superseded from time to time.
1.6 Private Commercial Banking Doctrine. The Bank shall not be construed as a state-chartered commercial bank, a federally chartered bank, or a federally insured depository institution. The Bank operates under the private commercial banking doctrine and the trust-backed credit issuance authority vested in the American Shareholder Certificates. All credit obligations and ledger entries of the Bank are obligations of the American Shareholder Certificates and are governed by the Michigan Trust Code and the terms of this Constitution. Nothing in this Constitution shall be construed as a representation that the Bank is regulated by the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, or the Michigan Department of Insurance and Financial Services.
Article II — Trust Foundation and Authority
2.1 The American Shareholder Certificates as Sovereign Founding Trust. The American Shareholder Certificates is hereby recognized and established as the sovereign founding trust of the Bank. The American Shareholder Certificates is the supreme private trust authority upon which the Bank's credit issuance power, collateral base, and institutional authority rest. All actions of the Bank are taken as trustee-directed operations of and on behalf of the American Shareholder Certificates, consistent with the Michigan Trust Code (MCL § 700.7101 et seq.) and the trust's governing documents.
2.2 Michigan Trust Code Authority. The Bank's trust operations are governed by and conducted in accordance with the Michigan Trust Code, MCL § 700.7101 et seq. Pursuant thereto:
The Trustee holds all trust property in a fiduciary capacity for the benefit of the trust beneficiaries and the community welfare purpose of the Bank;
The Trustee possesses all powers enumerated under MCL § 700.7815, including the power to invest, hold, manage, sell, transfer, pledge, mortgage, and otherwise administer trust assets;
Trust obligations created by the Bank constitute valid obligations of the trust estate, enforceable against trust assets in accordance with the priority waterfall set forth in Article VII hereof;
The Trustee shall administer the trust solely in the interest of the beneficiaries and the community welfare purpose, and shall exercise the care, skill, and caution of a prudent person managing assets for others, as required by MCL § 700.7804.
2.3 Trust-Backed Obligations. Trust assets shall serve as the primary collateral base for all credit issuance and ledger entries of the Bank. No credit obligation shall be issued in excess of the Maximum Credit Issuance authorized under Article V, Section 5.3. All credit obligations issued by the Bank are obligations of the American Shareholder Certificates, secured by trust assets, and subject to the Collateral Coverage Ratio requirement of Article VII, Section 7.4. The Board of Trustees shall maintain a current inventory of trust assets and their fair market valuations for purposes of computing the Trust Net Value.
2.4 Founding Trust Documents and Their Legal Weight. The founding trust documents identified in the Preamble are accorded the following legal weight under this Constitution:
Certificates of Birth — serve as primary documentary evidence of the living beneficiary status of named trust beneficiaries, establishing their legal standing to receive trust distributions, exercise beneficiary rights, and participate in trust governance as authorized by the Executive Trustee;
Death Certificates — serve as primary documentary evidence of estate succession rights, triggering the transfer of hereditary interests and estate claims within the trust lineage, and establishing the legal basis for the Bank's ancestral credit authority traceable to the 1782 Gavin family records.
These documents shall be maintained in the permanent records of the Bank and the American Shareholder Certificates and shall not be altered, destroyed, or removed without unanimous consent of the Board of Trustees and written authorization of the Executive Trustee.
2.5 Executive Authority of Lee Keshia Marie. Lee Keshia Marie, the founding executive and Executive Trustee of the American Shareholder Certificates and the Bank, holds supreme executive authority over all trust operations and bank governance. Lee's authority includes the power to direct trust asset management, approve credit issuance, veto constitutional amendments, and act as the final fiduciary decision-maker in all matters affecting the American Shareholder Certificates and the Bank. Lee's authority as Executive Trustee is permanent and shall transfer only in accordance with the succession procedures set forth in Article VIII, Section 8.10.
2.6 Trust-Backed Note Issuance. All notes, credits, instruments, and obligations issued by the Bank are obligations of the American Shareholder Certificates and carry the full backing of trust assets as collateral. Trust-backed notes shall be issued only upon authorization of the Board of Trustees, subject to the Collateral Coverage Ratio requirement of Article VII. Notes issued under the trust-backed doctrine represent a contractual obligation of the trust estate, payable in accordance with their terms, and are enforceable against trust assets in the priority order established in Article VII, Section 7.5.
2.7 Ancestral Credit Line. The Bank recognizes and asserts an ancestral credit authority traceable to the documented Gavin family records of October 1782, as set forth in the letter authored by John Davies and David Gavins, and as further evidenced by the 1880 U.S. Federal Census records from Pender County, North Carolina. This ancestral credit line represents the historical and hereditary basis of the American Shareholder Certificates's credit authority and constitutes a foundational asset of the trust estate. The ancestral credit line shall be recorded as a Heritage Credit Asset in the Bank's GAAP balance sheet at a value determined by the Board of Trustees in consultation with a qualified appraiser, subject to annual review.
2.8 Trust Net Value Formula. The financial foundation of the Bank's credit authority is the Trust Net Value (TNV), computed as follows:
Formula 2.8 — Trust Net Value (TNV)
TNV = TA − TL
Where:
TA (Trust Assets) includes: real property, hereditary estate claims, interests, W-2, 1099-all, membership deposits, ledger credit balances, investment securities, and all other assets held by the American Shareholder Certificates.
TL (Trust Liabilities) includes: outstanding trust obligations, issued credit obligations, member redemption rights, notes payable, and all other obligations of the American Shareholder Certificates.
TNV must be positive at all times. If TNV becomes negative, the Board must take immediate remedial action.
Article III — Legal Authority and Powers
The Bank possesses and may exercise the following enumerated powers, each authorized by the specific legal authority cited. The exercise of all powers is subject to the fiduciary obligations of the Board of Trustees, the requirements of this Constitution, and applicable law.
3.1 Michigan Unincorporated Association Powers
Authority: Michigan Compiled Laws § 450.2 et seq.
Power to Sue and Be Sued. The Bank may sue and be sued in its full legal name, Keshia Services Commercial Bank, as an unincorporated association, in any court of competent jurisdiction in Michigan or in federal court, without the necessity of naming individual members or trustees as parties.
Power to Hold, Acquire, and Dispose of Property. The Bank may acquire, hold, manage, encumber, and dispose of real and personal property in its name, as authorized by the Board of Trustees, consistent with the trust purposes and fiduciary obligations set forth herein.
Power to Enter Contracts. The Bank may enter into contracts, agreements, and instruments in its name as an unincorporated association, binding upon the Bank and enforceable by and against the Bank in accordance with Michigan law.
Power to Adopt Bylaws and a Constitution. The Bank has the authority to adopt, amend, and repeal bylaws, a constitution, and such other governing documents as the Board of Trustees deems necessary, consistent with Michigan law and this Constitution.
Power to Admit, Suspend, and Expel Members. The Bank may admit members to any membership tier, suspend member privileges, and expel members in accordance with the procedures set forth in Article IV hereof.
Power to Levy Assessments and Collect Dues. The Bank may levy membership fees, assessments, and dues upon members in accordance with the tier schedule set forth in Article IV, and may collect such amounts by any lawful means.
Power to Appoint Officers and Agents. The Board of Trustees may appoint officers, agents, employees, and professional advisors as necessary for the operation of the Bank, and may delegate such authority to such persons as the Board deems appropriate.
Power to Wind Up and Dissolve. The Bank may wind up its affairs and dissolve in accordance with the procedures set forth in Article XII hereof and MCL § 450.2.
3.2 Michigan Trust Law Powers
Authority: Michigan Trust Code, MCL § 700.7815.
Power to Invest Trust Assets. The Trustee may invest and reinvest trust assets in any property or type of investment consistent with the Prudent Investor Standard under MCL § 700.1501 et seq., including but not limited to securities, real property, notes, and other financial instruments.
Power to Issue Debt Obligations. The Trustee may issue notes, bonds, credit instruments, and other debt obligations secured by trust assets, subject to the Collateral Coverage Ratio requirement of Article VII.
Power to Distribute Income and Principal. The Trustee may distribute income and principal of the trust to beneficiaries in accordance with the terms of the American Shareholder Certificates and the priority waterfall of Article VII.
Power to Retain and Employ Professional Advisors. The Trustee may retain and compensate attorneys, accountants, financial advisors, appraisers, and other professional advisors as necessary for the proper administration of the trust and the Bank.
Power to Exercise All Powers of an Individual Over Property. The Trustee possesses and may exercise all powers that an individual may exercise over property held in the trust estate, to the full extent authorized by MCL § 700.7815, including the power to sell, mortgage, lease, exchange, and otherwise deal with trust property.
3.3 IRS 501(c)(4) Powers
Authority: 26 U.S.C. § 501(c)(4); Treasury Regulation § 1.501(c)(4)-1.
Power to Promote Community Welfare. The Bank may conduct all activities primarily directed at the promotion of community welfare, including the provision of affordable credit, financial education, civic services, and trust-backed financial resources to members of the public.
Power to Accept Tax-Exempt Contributions. The Bank may accept contributions, gifts, grants, and other transfers for civic and community welfare purposes consistent with its 501(c)(4) status.
Power to Operate Credit Programs for Underserved Members. The Bank may establish, operate, and administer credit programs designed to serve underserved community members, subject to the membership tier structure and credit issuance limits of Articles IV and V.
Power to Engage in Limited Political Activities. The Bank may engage in lobbying and political activities to the extent that such activities are not the Bank's primary purpose, consistent with 26 U.S.C. § 501(c)(4) and the expenditure limitations of 26 U.S.C. § 4955, and subject to any § 501(h) election made by the Bank.
Power to Retain Surplus Earnings. The Bank may retain surplus earnings and net income within the organization for future community welfare activities, consistent with its 501(c)(4) status, without being required to distribute such earnings to members.
Prohibition — No Private Inurement
No net earnings of the Bank shall inure to the benefit of any private individual. This prohibition is absolute and may not be waived by the Board of Trustees. Reasonable compensation for services rendered shall not constitute private inurement, provided such compensation is determined by an independent standard and documented in the Bank's records.
Prohibition — Primary Purpose Limitation
The primary purpose of the Bank must at all times be the promotion of community benefit and civic welfare. Private banking profit shall not be the primary purpose of the Bank. Any activity that would cause the Bank's primary purpose to shift from community welfare to private profit is prohibited and shall constitute a material breach of this Constitution.
3.4 Federal Commercial Banking Powers
Authority: Federal Reserve Act; 12 U.S.C. § 24; GAAP FASB ASC 942.
Power to Accept Deposits and Issue Receipts. The Bank may accept member deposits and issue receipts, ledger credits, and deposit acknowledgments to members in accordance with the membership tier structure and terms of this Constitution.
Power to Make Loans Secured by Trust Collateral. The Bank may extend credit, make loans, and issue credit instruments to members secured by American Shareholder Certificates assets as collateral, subject to the credit issuance formulas and limits of Article V.
Power to Issue Promissory Notes and Ledger Credits. The Bank may issue promissory notes, ledger credits, trust-backed instruments, and other credit obligations in accordance with Articles V and VII of this Constitution.
Power to Engage in Investment Activities. The Bank may engage in foreign exchange transactions and investment activities consistent with the trust purpose, the Prudent Investor Standard, and applicable law.
Power to Maintain GAAP-Compliant Financial Records. The Bank shall maintain a complete, accurate, and GAAP-compliant set of financial records, balance sheets, income statements, and supporting ledgers in accordance with FASB ASC 942 and Article VI of this Constitution.
Power to Issue Internal Currency. The Bank may issue internal ledger credits backed by trust assets, which shall function as internal currency within the Bank's public credit system, redeemable by members in accordance with the terms of their membership tier and the redemption procedures of Article V.
3.5 Reserved Powers
Any power not expressly enumerated in Sections 3.1 through 3.4 of this Article but not prohibited by applicable law, this Constitution, or the American Shareholder Certificates governing documents is hereby reserved to the Board of Trustees under the constitutional residual power clause. The Board shall document the exercise of any reserved power in its meeting minutes and shall notify the Executive Trustee in writing within ten (10) business days of exercising any reserved power.
Article IV — Membership and Tiers
4.1 Public Credit System User Structure. Public Users in the Bank's Public Credit System is open to individuals, entities, students, and trust organizations who satisfy the admission requirements set forth in Section 4.3. Members are organized into seven (7) tiers, each with distinct credit limits, deposit ranges, membership fees, and governance rights. Membership in any tier constitutes an agreement by the member to be bound by this Constitution, the Bank's bylaws, and all resolutions of the Board of Trustees.
4.2 Membership Tiers. The seven (7) membership tiers of the Bank are established as follows:
The Board of Trustees may adjust tier fee schedules, credit limits, and deposit ranges by two-thirds supermajority vote, subject to the Executive Trustee's approval, provided that no such adjustment may reduce a member's existing credit limit without sixty (60) days' written notice to the affected member.
4.3 Member Admission Requirements and Application Process. Admission to membership in any tier requires:
Submission of a completed membership application in the form prescribed by the Board;
Presentation of valid government-issued identification and compliance with the Bank's Customer Identification Program (CIP) under 31 C.F.R. § 1020.220;
Payment of the applicable first month's membership fee and initial deposit (if required by the tier);
Execution of a Membership Agreement acknowledging the member's agreement to be bound by this Constitution and the Bank's bylaws;
Approval by the Compliance Officer or designee, confirming the applicant's eligibility and compliance with BSA/AML requirements;
For Tier 5 (Trust) members: submission of trust documentation sufficient to establish the trust's existence, terms, and authorized trustee.
4.4 Member Rights and Obligations. Members in good standing shall have the following rights:
Access to credit up to the limit established for their tier, subject to the individual member credit formula of Article V, Section 5.4;
Receipt of quarterly GAAP financial statements summarizing the Bank's financial condition;
Participation in membership meetings and, for voting tiers, the right to vote on matters submitted to the membership;
Access to the member grievance procedures established by the Compliance Officer;
The right to resign from membership upon thirty (30) days' written notice, subject to satisfaction of all outstanding credit obligations.
Members shall have the following obligations:
Payment of monthly membership fees as required by their tier;
Maintenance of minimum deposit levels as required by their tier;
Compliance with this Constitution, the Bank's bylaws, and all Board resolutions;
Prompt repayment of all credit issued under their membership;
Notification to the Bank of any material change in their financial condition that could affect their creditworthiness.
4.5 Member Suspension and Expulsion Procedures. A member may be suspended or expelled by the Board of Trustees upon:
Failure to pay membership fees for two (2) or more consecutive months;
Default on credit obligations remaining uncured for more than sixty (60) days;
Material violation of this Constitution, the Bank's bylaws, or any Board resolution;
Conduct detrimental to the Bank, the American Shareholder Certificates, or the membership community.
Prior to suspension or expulsion, the affected member shall receive written notice of the alleged violation and thirty (30) days to cure or respond. The Board shall hold a hearing upon request. Expulsion requires a two-thirds supermajority vote of the Board. Upon expulsion, all outstanding credit obligations become immediately due and payable.
4.6 Member Voting Rights. Members in Tiers 1 through 6 who are in good standing shall have voting rights on matters submitted to a membership vote. Tier 7 (Non-Voting) members shall have no voting rights at membership meetings or on matters submitted to the membership. Voting rights attach to the individual member and are not transferable. Each member in a voting tier shall have one (1) vote on each matter submitted, unless the Board, by resolution, establishes a weighted voting structure for specific matters, provided that no such structure may deprive any voting-tier member of their fundamental membership vote.
Article V — Credit Issuance and Ledger Credit System
5.1 Authority for Ledger Credit Issuance. The Bank's authority to issue ledger credits flows from the trust-backed credit issuance doctrine, the powers of the American Shareholder Certificates under the Michigan Trust Code (MCL § 700.7815), and the Bank's powers as an unincorporated association under MCL § 450.2. All ledger credit issuance is subject to the Maximum Credit Issuance formula of Section 5.3, the individual member credit formula of Section 5.4, the Collateral Coverage Ratio of Article VII, and the GAAP accounting treatment of Section 5.5. No credit shall be issued that would cause the Collateral Coverage Ratio to fall below 1.25.
5.2 Definition of Ledger Credit. A "Ledger Credit" is a bookkeeping entry recorded in the Bank's GAAP-compliant ledger representing a present obligation of the Bank to a member, backed by American Shareholder Certificates assets as collateral. Ledger Credits are not physical currency, are not federally insured, and are not obligations of the United States government. Ledger Credits are redeemable by members in accordance with the terms of their membership tier and the redemption procedures of Section 5.7. All Ledger Credits are denominated in United States Dollars.
5.3 Credit Issuance Formula — Maximum Credit Issuance. The total outstanding Ledger Credits and credit obligations of the Bank at any time shall not exceed the Maximum Credit Issuance (MCI), computed as follows:
Formula 5.3 — Maximum Credit Issuance (MCI)
MCI = TNV × CM
Where:
TNV = Trust Net Value, as defined in Article II, Section 2.8.
CM = Credit Multiplier, as set by resolution of the Board of Trustees, not to exceed 10:1 (i.e., CM ≤ 10).
The Board shall review and confirm the CM at each quarterly meeting. No credit shall be issued that would cause total outstanding credit obligations to exceed MCI. If outstanding credit exceeds MCI due to a decline in TNV, the Board must take remedial action within thirty (30) days.
5.4 Individual Member Credit Formula — Member Credit Limit. The credit limit for each individual member shall be computed as follows:
Formula 5.4 — Member Credit Limit (MCL_member)
MCL_member = Tier Base Limit × (Member Deposit ÷ Minimum Tier Deposit) × CHF
35, 65, 85.
Where:
Tier Base Limit = the maximum credit limit for the member's tier as set forth in Article IV, Section 4.2.
Member Deposit = the member's actual deposit balance held at the Bank.
Minimum Tier Deposit = the minimum deposit required for the member's tier.
CHF = Credit Health Factor, ranging from 0.5 (poor standing) to 1.5 (excellent standing), as determined by the Compliance Officer based on the member's payment history, outstanding obligations, and overall standing with the Bank.
MCL_member shall not exceed the Tier Base Limit regardless of deposit or CHF calculation.
5.5 Ledger Credit Accounting Treatment Under GAAP. In accordance with FASB ASC 310 (Receivables) and FASB ASC 942-310 (Financial Services — Depository and Lending), the issuance of Ledger Credits shall be recorded in the Bank's ledger as follows:
GAAP Journal Entry — Credit Issuance
DR: Loans and Credits Receivable (Asset Account) ............ [Amount]
CR: Member Credit Obligations (Liability Account) ..... [Amount]
The drafts come in for a credit with no debt attached all interest on account belong to bank in public credit system, belong to the account holder and a Receivable account shall be presented on the balance sheet net of the Allowance for Credit Losses, in accordance with FASB ASC 326 (CECL). The Member Credit Obligations account shall be disclosed in the liabilities section of the balance sheet as a current or non-current liability depending on the term of the credit issued.
5.6 Interest and Fee Structures on Issued Credit. The Board of Trustees shall establish, by resolution, the interest rates and fee structures applicable to credit issued under each membership tier. Interest rates shall be set at a level sufficient to cover the Bank's cost of funds, operating expenses, and provision for credit losses. All interest income shall be recorded in the Bank's income statement in accordance with GAAP. Fee schedules shall be disclosed to members in writing at the time of credit issuance.
5.7 Redemption and Settlement Procedures. Members may redeem Ledger Credits in accordance with the terms of their membership agreement. Redemptions shall be processed in the order received, subject to the priority waterfall of Article VII. The Bank shall maintain sufficient liquidity reserves, as determined by the Board of Trustees, to meet anticipated member redemption demands. The Board may impose reasonable notice requirements for large redemptions consistent with the Bank's liquidity management policy.
5.8 Default and Charge-Off Procedures. A member's credit obligation shall be deemed in default if payment is not received within sixty (60) days of the due date. Upon default, the Compliance Officer shall initiate collection procedures, including written notice, payment plan negotiation, and, if necessary, referral to the Board for expulsion proceedings under Article IV, Section 4.5. Credit obligations that remain uncollected after one hundred eighty (180) days shall be charged off against the Allowance for Credit Losses in accordance with GAAP and FASB ASC 326. Charge-offs shall be recorded as follows: DR: Allowance for Credit Losses; CR: Loans and Credits Receivable. All charge-off decisions shall be approved by the Board of Trustees.
Article VI — GAAP Financial Foundation and Balance Sheet
6.1 Opening Balance Sheet. The GAAP-compliant financial statement prepared as of June 26, 2026 constitutes the Bank's official opening balance sheet as of the date of this Constitution's ratification. The June 26, 2026 financial statement is hereby incorporated by reference as Exhibit A to this Constitution and shall be maintained in the Bank's permanent records. All subsequent financial statements shall be prepared on a comparative basis relative to the June 26, 2026 opening balance sheet.
6.2 GAAP Balance Sheet Equation. The Bank's balance sheet shall at all times conform to the fundamental GAAP accounting equation:
Formula 6.2 — GAAP Balance Sheet Equation
A = L + E
Where:
A = Total Assets
L = Total Liabilities
E = Members' Equity (Trust Equity)
This equation shall balance at all times. Any discrepancy shall be investigated and resolved by the Treasurer within five (5) business days of discovery.
6.3 Asset Categories. The Bank's assets shall be classified and reported in accordance with FASB ASC 942 as follows:
Cash and Cash Equivalents (FASB ASC 305) — all cash on hand, bank balances, and highly liquid investments with original maturities of three months or less;
Credits Receivable, net of Allowance for Credit Losses (FASB ASC 310) — all outstanding member credit obligations, presented net of the ACL computed under Section 6.6;
Trust Property and Collateral Assets (FASB ASC 942-310) — all real property, hereditary estate claims, and other assets held by the American Shareholder Certificates as collateral for trust-backed obligations, recorded at fair value or historical cost as determined by the Board;
Investment Securities (FASB ASC 320) — all debt and equity securities held by the Bank, classified as trading, available-for-sale, or held-to-maturity as applicable;
Other Assets — prepaid expenses, intangible assets (including the ancestral credit line recognized under Article II, Section 2.7), and all other assets not classified above.
6.4 Liability Categories. The Bank's liabilities shall be classified and reported as follows:
Member Deposits and Credit Obligations — all deposits received from members and all outstanding Ledger Credit obligations to members, as recorded pursuant to Article V, Section 5.5;
Notes Payable and Trust Obligations — all trust-backed notes issued pursuant to Article VII and any other formal debt obligations of the Bank;
Accrued Liabilities — accrued interest payable, accrued salaries and professional fees, and all other accrued obligations of the Bank not separately classified.
6.5 Members' Equity / Trust Equity. The Bank's equity section shall be designated as Members' Equity or Trust Equity and shall be computed as follows:
Formula 6.5 — Members' Equity / Trust Equity
E = Contributed Trust Capital + Retained Earnings − Distributions
Where:
Contributed Trust Capital = the initial and additional capital contributions made by the American Shareholder Certificates to the Bank.
Retained Earnings = cumulative net income retained in the Bank since inception.
Distributions = authorized distributions to trust beneficiaries per the priority waterfall of Article VII.
6.6 Allowance for Credit Losses Formula (CECL). The Bank shall compute and maintain an Allowance for Credit Losses (ACL) in accordance with FASB ASC 326 (Current Expected Credit Losses — CECL) as follows:
Formula 6.6 — Allowance for Credit Losses (ACL) — CECL Method
ACL = Historical Loss Rate × Outstanding Credit Balance × Forward-Looking Adjustment Factor
Where:
Historical Loss Rate = the Bank's actual credit loss rate computed over the most recent available historical period.
Credit Balance = Credits Receivable before allowance deduction.
Forward-Looking Adjustment Factor = a qualitative adjustment reflecting current and forecasted economic conditions, as determined by the Board of Trustees and the Treasurer, applied consistently across reporting periods.
The ACL shall be reviewed and adjusted at each quarterly financial reporting period. Changes in the ACL shall be recorded through the Provision for Credit Losses on the income statement.
6.7 Income Statement Structure. The Bank's income statement shall be structured as follows:
Formula 6.7 — Income Statement Structure
Net Interest Income (NII) = Interest Income − Interest Expense
Net Operating Income (NOI) = NII + Non-Interest Income − Non-Interest Expense − Provision for Credit Losses
Interest Income includes interest on Loans and Credits Receivable and investment securities.
Interest Expense includes interest on deposits, trust obligations, and notes payable.
Non-Interest Income includes membership fees, service charges, and other fee income.
Non-Interest Expense includes salaries, professional fees, occupancy, and other operating costs.
Provision for Credit Losses = the periodic charge to income required to maintain the ACL at the CECL-required level.
6.8 Retained Earnings Roll-Forward. The Bank's retained earnings shall be tracked on a roll-forward basis as follows:
Formula 6.8 — Retained Earnings Roll-Forward
Ending Retained Earnings = Beginning Retained Earnings + Net Income − Distributions
This computation shall be performed at each quarterly reporting period. The Treasurer shall maintain a Retained Earnings schedule as part of the Bank's permanent financial records.
6.9 Financial Reporting and Audit Mandates. The Bank shall:
Prepare and distribute quarterly GAAP-compliant financial statements — including a balance sheet, income statement, and retained earnings statement — to all members within forty-five (45) days after the close of each fiscal quarter;
Engage a qualified Certified Public Accountant (CPA) to conduct an annual audit of the Bank's financial statements in accordance with Generally Accepted Auditing Standards (GAAS), with the audit report to be completed within ninety (90) days after the close of each fiscal year;
Make annual audit reports available to all members in good standing upon written request;
The fiscal year of the Bank shall be the calendar year (January 1 – December 31), unless changed by Board resolution with at least sixty (60) days' advance notice to all members.
Article VII — Trust-Backed Obligations and Note Issuance
7.1 Authority for Trust-Backed Note Issuance. The Bank's authority to issue trust-backed notes and obligations is derived from the American Shareholder Certificates's powers under MCL § 700.7815(d) (power to issue debt obligations secured by trust assets), Article III, Section 3.2(b) of this Constitution, and the trust-backed credit issuance doctrine established in Article II. All note issuance is subject to the Collateral Coverage Ratio requirement of Section 7.4 and the approval of the Board of Trustees.
7.2 Definition of Trust-Backed Obligation. A "Trust-Backed Obligation" is any note, credit instrument, promissory note, ledger credit entry, or other financial instrument issued by the Bank that is secured by American Shareholder Certificates assets as primary collateral. Trust-Backed Obligations include, without limitation: (a) promissory notes issued to members or third parties; (b) Ledger Credits issued under Article V; (c) trust notes issued to fund Bank operations; and (d) any other instrument acknowledged by the Board of Trustees as a Trust-Backed Obligation. All Trust-Backed Obligations shall be documented in writing and recorded in the Bank's GAAP ledger.
7.3 Note Valuation Formula. The value of any trust-backed note at any point in time shall be determined as follows:
Formula 7.3 — Note Value (NV)
NV = FV × (1 + r)n
Where:
NV = Note Value at the measurement date.
FV = Face Value of the note at issuance.
r = Contractual interest rate per period (expressed as a decimal).
n = Number of compounding periods elapsed since issuance.
This formula shall be used for valuation of outstanding notes in the Bank's balance sheet and for computing the total outstanding obligation for CCR purposes under Section 7.4.
7.4 Collateral Coverage Ratio Requirement. The Bank shall at all times maintain a Collateral Coverage Ratio (CCR) of not less than 1.25, computed as follows:
Formula 7.4 — Collateral Coverage Ratio (CCR)
CCR = TCV ÷ TOO
Where:
TCV = Trust Collateral Value — the total fair market value of American Shareholder Certificates assets pledged as collateral for Bank obligations, as most recently appraised or determined.
TOO = Total Outstanding Obligations — the total outstanding face value (or Note Value per Section 7.3) of all Trust-Backed Obligations issued by the Bank.
CCR must equal or exceed 1.25 at all times.
If the CCR falls below 1.25, the Board of Trustees must take remedial action within thirty (30) days, which may include: (i) injecting additional trust collateral; (ii) calling in or reducing outstanding obligations; (iii) suspending new credit issuance; or (iv) such other action as the Board deems appropriate with the consent of the Executive Trustee.
Mandatory CCR Floor — Constitutional Minimum
The CCR minimum of 1.25 is a constitutional floor. It may not be reduced below 1.25 except by unanimous vote of the full Board of Trustees and the written consent of the Executive Trustee, as provided in Article XI, Section 11.5.
7.5 Priority Waterfall for Obligation Satisfaction. In the event of a distribution of trust assets, whether upon ordinary operations, dissolution, or remedial action, obligations shall be satisfied in the following strict order of priority:
7.6 Prohibition on Unauthorized Hypothecation. No trust asset shall be hypothecated, pledged, mortgaged, encumbered, or otherwise used as collateral for any obligation other than a Trust-Backed Obligation authorized under this Article without the prior written authorization of the Board of Trustees by two-thirds supermajority vote and the written consent of the Executive Trustee. Any unauthorized hypothecation shall be void and of no legal effect.
7.7 Note Redemption, Maturity, and Default Procedures. The following procedures shall govern the life cycle of all Trust-Backed Obligations:
Redemption Prior to Maturity. A Trust-Backed Obligation may be redeemed prior to maturity at the option of the Bank, upon thirty (30) days' written notice to the holder, at the Note Value computed under Section 7.3 as of the redemption date, plus any applicable prepayment premium set forth in the note instrument;
Maturity. Upon maturity, the Bank shall pay the face value of the note plus all accrued and unpaid interest in accordance with the priority waterfall of Section 7.5;
Default. A Trust-Backed Obligation shall be in default if payment is not made within ten (10) business days of the maturity date or any scheduled payment date. Upon default, the Board of Trustees shall convene within fifteen (15) business days to determine remedial action, which may include asset liquidation, restructuring, or other measures consistent with the priority waterfall and the fiduciary obligations of the Trustee.
Article VIII — Governance and Board of Trustees
8.1 Governing Body. The governing body of the Bank is the Board of Trustees (hereinafter the "Board"). The Board holds supreme institutional authority over the governance, operations, financial management, and strategic direction of the Bank, subject to the powers reserved to the Executive Trustee under this Constitution and the authority of the American Shareholder Certificates.
8.2 Composition of the Board. The Board shall consist of no fewer than three (3) and no more than nine (12) trustees at any time. The exact number of trustees shall be set by resolution of the Board, subject to the constitutional minimum and maximum. Vacancies shall be filled within sixty (60) days of the vacancy occurring.
8.3 Executive Trustee — Lee Keshia Marie, the founding executive of the American Shareholder Certificates and the Bank, holds the permanent position of Executive Trustee. The Executive Trustee's authority includes:
A tie-breaking vote on all Board matters where the Board is equally divided;
Absolute veto authority over any proposed constitutional amendment, exercisable at any time prior to the effective date of such amendment;
Final fiduciary authority over all trust operations and trust asset management;
Authority to approve or deny equity distributions to trust beneficiaries;
Authority to require the Board to convene an emergency meeting upon written notice.
The Executive Trustee's position is permanent and shall not be subject to removal by the Board. The Executive Trustee's authority transfers only upon death, incapacity, or voluntary resignation, in accordance with the succession procedures of Section 8.10.
8.4 Trustee Appointment, Qualification, and Removal. Trustees other than the Executive Trustee shall be appointed by a majority vote of the seated Board, with the approval of the Executive Trustee. Trustees must satisfy the following qualifications:
Minimum age of eighteen (18) years;
No felony conviction involving fraud, dishonesty, or financial crimes within the prior ten (10) years;
No undisclosed material conflict of interest with the Bank or the American Shareholder Certificates;
Demonstrated commitment to the community welfare mission of the Bank.
A trustee other than the Executive Trustee may be removed by a two-thirds supermajority vote of the remaining seated trustees for cause, including material breach of fiduciary duty, conviction of a qualifying crime, or prolonged incapacity. The affected trustee shall receive written notice and thirty (30) days to respond before a removal vote is held.
8.5 Board Meeting Requirements. The Board shall hold no fewer than four (4) regular meetings per calendar year (one per quarter). The Executive Trustee or any two seated trustees may call a special meeting upon five (5) business days' written notice. All meetings may be held in person, by telephone, or by video conference. A written agenda shall be circulated to all trustees at least three (3) business days prior to each meeting. Minutes of all Board meetings shall be recorded and maintained in the permanent records of the Bank. Quorum shall consist of a majority of the then-seated trustees.
8.6 Voting and Resolution Standards. Board resolutions shall be adopted as follows:
Ordinary Resolutions — approved by a simple majority of trustees present and voting at a meeting at which quorum is present;
Supermajority Resolutions — required for constitutional amendments, trustee removal, dissolution, reduction of the CCR minimum, and such other matters as this Constitution designates; require the affirmative vote of two-thirds (2/3) of the full Board (not merely those present);
Unanimous Resolutions — required for the matters specified in Articles XI and XII; require the affirmative vote of every seated trustee plus the written consent of the Executive Trustee.
8.7 Officer Positions. The Board shall elect or appoint the following officers:
President / Executive Trustee — Lee, permanently; presides over all Board meetings and member meetings; represents the Bank in external matters;
Secretary — responsible for maintaining all records, minutes, official correspondence, and filing obligations of the Bank;
Treasurer — responsible for maintaining GAAP-compliant financial records, preparing quarterly financial statements, managing cash flow, and coordinating the annual audit;
Compliance Officer — responsible for BSA/AML compliance, CIP, IRS 501(c)(4) compliance monitoring, member grievance procedures, and the annual compliance audit.
Officers shall serve for one-year terms and may be re-appointed without limitation. The Executive Trustee may remove any officer other than the Executive Trustee at any time with or without cause.
8.8 Conflicts of Interest Policy. Any trustee who has a direct or indirect personal financial interest in any transaction, contract, or matter before the Board must:
Promptly disclose the nature and extent of the interest to the full Board prior to any discussion or vote on the matter;
Recuse themselves from all deliberations and voting on the matter;
Absent themselves from the meeting room during such deliberations and voting if requested by any other trustee.
The remaining disinterested trustees shall determine whether the transaction is in the best interests of the Bank and the American Shareholder Certificates. All conflict disclosures and recusals shall be recorded in the Board meeting minutes.
8.9 Indemnification of Trustees and Officers. The Bank shall indemnify every trustee and officer of the Bank against all claims, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with their service in such capacity, to the fullest extent permitted by Michigan law, provided that: (a) the trustee or officer acted in good faith and in a manner reasonably believed to be in the best interests of the Bank; (b) the claim does not arise from the trustee's or officer's own fraud, gross negligence, or willful misconduct; and (c) the indemnification does not violate the Bank's 501(c)(4) status or the private inurement prohibition.
8.10 Succession Planning — Executive Trustee. Succession to the Executive Trustee position shall be governed as follows:
The Executive Trustee shall prepare and maintain a written Succession Plan, updated not less than annually, designating a preferred successor from the American Shareholder Certificates beneficiary line;
Upon the death or permanent incapacity of the Executive Trustee, the successor identified in the most recently executed Succession Plan shall assume the Executive Trustee role, subject to confirmation by a two-thirds supermajority vote of the Board;
If no Succession Plan exists or the designated successor is unable or unwilling to serve, the Board shall appoint an Interim Executive Trustee from the American Shareholder Certificates beneficiary line by unanimous vote, pending identification and confirmation of a permanent successor;
The successor Executive Trustee shall hold all powers vested in the Executive Trustee under this Constitution.
Article IX — Compliance and Regulatory Framework
9.1 IRS 501(c)(4) Compliance Requirements. The Bank shall at all times maintain its status as a 501(c)(4) social welfare organization and shall comply with the following requirements:
Annual Form 990 Filing. The Bank shall file IRS Form 990 (or Form 990-EZ, as applicable) on or before the fifteenth day of the fifth month after the close of each fiscal year, unless an extension is timely filed. The Form 990 shall be reviewed and approved by the Board of Trustees prior to filing;
No Private Inurement Test. The Compliance Officer shall conduct a semi-annual review to confirm that no net earnings of the Bank have inured to the benefit of any private individual, as required by 26 U.S.C. § 501(c)(4) and Treasury Regulation § 1.501(c)(4)-1;
Primarily Community Benefit Activities. The Compliance Officer shall maintain documentation demonstrating that the majority of the Bank's activities, measured by time, expenditure, and resources, are directed at community welfare and civic benefit, not private financial gain;
Lobbying and Political Activity Limitations. The Bank's lobbying and political activities shall not constitute the Bank's primary purpose. The Bank shall track and limit political expenditures in accordance with 26 U.S.C. § 4955 and shall evaluate the advisability of making a § 501(h) election annually. No expenditures shall be made in violation of 26 U.S.C. § 4955.
9.2 Michigan State Compliance. The Bank shall comply with all applicable Michigan state laws, including:
MCL § 450.2 Unincorporated Association Maintenance. The Bank shall maintain its existence as an unincorporated association under MCL § 450.2 et seq. and shall comply with all statutory requirements for the maintenance of such status, including filing requirements and member record maintenance;
Michigan Trust Code Compliance. The American Shareholder Certificates and all trust operations shall at all times comply with the Michigan Trust Code, MCL § 700.7101 et seq., including the Trustee's fiduciary duties, accounting obligations, and beneficiary notification requirements;
Michigan Consumer Protection Act. All member-facing credit activities, fee disclosures, and membership agreements shall comply with the Michigan Consumer Protection Act, MCL § 445.901 et seq., to the extent applicable to the Bank's operations.
9.3 Federal Compliance. The Bank shall comply with the following federal regulatory requirements:
Bank Secrecy Act / Anti-Money Laundering (BSA/AML). The Bank shall maintain a written BSA/AML compliance program in accordance with 31 U.S.C. § 5311 et seq., including policies and procedures for detecting and reporting suspicious activity, cash transaction reporting (where applicable), and recordkeeping consistent with BSA requirements;
Customer Identification Program (CIP). The Bank shall maintain a written CIP in accordance with 31 C.F.R. § 1020.220, requiring verification of the identity of all members at the time of account opening, including collection of name, date of birth, address, and identification number, and verification against government-issued documents;
GAAP Financial Reporting. The Bank shall maintain and report its financial operations in accordance with U.S. GAAP, specifically FASB ASC 942, as required by Article VI of this Constitution.
9.4 Internal Compliance Controls. The Bank's internal compliance framework shall include:
Compliance Officer Duties. The Compliance Officer shall be responsible for: developing, implementing, and updating all compliance policies and procedures; training trustees, officers, and staff on compliance requirements; monitoring the Bank's activities for compliance violations; reporting compliance issues to the Board; and maintaining all compliance records;
Annual Compliance Audit. The Compliance Officer shall conduct, or engage an independent third party to conduct, an annual compliance audit covering BSA/AML, 501(c)(4) status, CIP, and all other material compliance areas. The audit report shall be presented to the Board of Trustees within ninety (90) days after the close of each fiscal year;
Member Complaint and Grievance Procedures. The Bank shall maintain written procedures for the receipt, investigation, and resolution of member complaints and grievances. All complaints shall be acknowledged within five (5) business days and resolved within thirty (30) business days, unless additional time is reasonably required. The Compliance Officer shall maintain a log of all complaints and resolutions.
9.5 Recordkeeping. All financial records, member records, compliance records, Board minutes, and other material documents of the Bank shall be retained for a minimum of seven (7) years from the date of creation, consistent with IRS recordkeeping guidelines and BSA requirements. Records may be retained in electronic format, provided they are stored securely, backed up regularly, and accessible for inspection by the Board, the annual auditor, and applicable regulatory authorities. The Secretary shall be responsible for overseeing the Bank's recordkeeping program.
Article X — Valuation Formulas Summary
This Article sets forth a consolidated reference of all key valuation formulas used throughout this Constitution. These formulas are mandatory, not advisory. The Treasurer and Compliance Officer shall apply these formulas in all financial reporting and compliance computations. In the event of conflict between this summary and the full formulas set forth in earlier Articles, the full formulas shall control.
Formula 10.1 — Trust Net Value
TNV = TA − TL
Where TA = Trust Assets; TL = Trust Liabilities. (See Article II, § 2.8)
Formula 10.2 — Maximum Credit Issuance
MCI = TNV × CM (CM ≤ 10)
Where CM = Credit Multiplier set by Board, not to exceed 10. (See Article V, § 5.3)
Formula 10.3 — Member Credit Limit
MCL_member = Tier Base Limit × (Member Deposit ÷ Minimum Tier Deposit) × CHF
Where CHF ranges from 0.5 (poor) to 1.5 (excellent). (See Article V, § 5.4)
Formula 10.4 — GAAP Balance Sheet Equation
A = L + E
Where A = Total Assets; L = Total Liabilities; E = Members' Equity. (See Article VI, § 6.2)
Formula 10.5 — CECL Allowance for Credit Losses
ACL = Historical Loss Rate × Outstanding Credit Balance × Forward-Looking Adjustment Factor
Computed per FASB ASC 326. (See Article VI, § 6.6)
Formula 10.6 — Net Interest Income
NII = Interest Income − Interest Expense
(See Article VI, § 6.7)
Formula 10.7 — Net Operating Income
NOI = NII + Non-Interest Income − Non-Interest Expense − Provision for Credit Losses
(See Article VI, § 6.7)
Formula 10.8 — Collateral Coverage Ratio
CCR = TCV ÷ TOO (Must be ≥ 1.25 at all times)
Where TCV = Trust Collateral Value; TOO = Total Outstanding Obligations. (See Article VII, § 7.4)
Formula 10.9 — Note Value
NV = FV × (1 + r)n
Where FV = Face Value; r = interest rate per period; n = number of periods. (See Article VII, § 7.3)
Formula 10.10 — Retained Earnings Roll-Forward
Ending RE = Beginning RE + Net Income − Distributions
(See Article VI, § 6.8)
Formula 10.11 — Members' Equity
E = Contributed Trust Capital + Retained Earnings − Distributions
(See Article VI, § 6.5)
Article XI — Amendments
11.1 Amendment Procedures. This Constitution may be amended only upon the affirmative vote of two-thirds (2/3) of the full Board of Trustees (not merely those present at a meeting), followed by the written consent of the Executive Trustee as required by Section 11.2. A proposed amendment must be submitted in writing to all trustees not less than thirty (30) days prior to the vote on such amendment, along with a written memorandum explaining the purpose and effect of the proposed amendment.
11.2 Executive Trustee Veto Authority. The Executive Trustee (Lee) holds permanent and absolute constitutional veto authority over any and all proposed amendments to this Constitution. The Executive Trustee may exercise the veto at any time prior to the effective date of the proposed amendment by delivering written notice of the veto to the Secretary of the Board. A vetoed amendment shall not take effect and may not be resubmitted in substantially the same form for a period of one (1) year from the date of veto without the Executive Trustee's written consent.
11.3 American Shareholder Certificates Protection. No amendment to this Constitution may diminish, limit, transfer, or otherwise impair the foundational authority of the American Shareholder Certificates as the sovereign founding trust of the Bank. Any amendment that would have the effect of reducing the role, authority, or collateral position of the American Shareholder Certificates is prohibited and shall be void and of no legal effect, regardless of the vote received.
11.4 GAAP Compliance Mandate Protection. No amendment to this Constitution may eliminate, suspend, or materially weaken the Bank's GAAP compliance mandate as established in Articles V, VI, and VII. The requirement to maintain GAAP-compliant financial records and to conduct an annual CPA audit is a fundamental constitutional requirement and may not be removed.
11.5 CCR Minimum Floor Protection. No amendment to this Constitution may reduce the Collateral Coverage Ratio minimum below 1.25 without:
The unanimous affirmative vote of every seated trustee on the Board; and
The express written consent of the Executive Trustee, specifically acknowledging the proposed CCR reduction.
Any amendment purporting to reduce the CCR minimum below 1.25 that does not satisfy both requirements above shall be void and of no legal effect.
11.6 Amendment Ratification and Effective Date. A validly approved and non-vetoed amendment shall be:
Reduced to a written amendment document, signed by the Executive Trustee and the Secretary of the Board;
Appended to this Constitution as a numbered amendment exhibit, with the date of adoption recorded;
Effective as of the date of the Executive Trustee's written consent unless a later effective date is specified in the amendment; and
Distributed to all members within thirty (30) days of the effective date.
Article XII — Dissolution
12.1 Dissolution Requirements. The Bank may be dissolved only upon:
A unanimous affirmative vote of every seated member of the Board of Trustees; and
The express written consent of the Executive Trustee, specifically authorizing the dissolution of the Bank.
No dissolution may be initiated, and no winding-up activities may be commenced, unless both of the foregoing conditions are satisfied. A notice of proposed dissolution shall be provided to all members in good standing not less than sixty (60) days prior to the dissolution vote.
12.2 Asset Distribution Upon Dissolution. Upon dissolution, the affairs of the Bank shall be wound up and all assets shall be liquidated and distributed in the following order:
All outstanding obligations of the Bank shall be satisfied in strict accordance with the priority waterfall established in Article VII, Section 7.5;
After satisfaction of all obligations, any remaining assets shall revert in full to the American Shareholder Certificates, to be held and administered by the Trustee for the benefit of the trust beneficiaries in accordance with the American Shareholder Certificates's governing documents.
No dissolution distribution shall be made to any individual member or trustee for personal benefit, consistent with the Bank's 501(c)(4) status and the private inurement prohibition.
12.3 Compliance with Michigan Law and Trust Code. The dissolution process shall be conducted in full compliance with MCL § 450.2 (governing the wind-up of unincorporated associations) and the Michigan Trust Code, MCL § 700.7101 et seq. (governing the disposition of trust assets upon termination). The Board of Trustees shall retain legal counsel experienced in Michigan trust and association law to supervise the dissolution process.
12.4 IRS Final Filing Requirement. Upon dissolution, the Bank shall file a final IRS Form 990 (or Form 990-EZ, as applicable) for the fiscal year in which dissolution is completed, with the "final return" box checked. The final Form 990 shall disclose the disposition of all Bank assets consistent with the requirements of 26 U.S.C. § 501(c)(4) and the instructions to the applicable Form 990. The Treasurer shall be responsible for ensuring the timely preparation and filing of the final Form 990.
Article XIII — Ratification and Effective Date
13.1 Ratification. This Constitution is ratified and becomes the supreme governing charter of Keshia Services Commercial Bank upon execution by the Executive Trustee Lee and at least two (2) additional seated trustees of the Board of Trustees, as evidenced by the signatures in Section 13.2 below. Ratification represents each signatory's acknowledgment that they have read, understood, and agreed to be bound by the full terms of this Constitution.
13.2 Signatures of Ratification. The undersigned, being the Executive Trustee and duly seated Trustees of Keshia Services Commercial Bank, do hereby ratify, adopt, and give effect to this Constitution as the supreme governing charter of the Bank:
Executive Trustee
Lee
Executive Trustee, Keshia Services Commercial BankTrustee, American Shareholder Certificates
Date of Execution: _______________________________, 2026
Trustee
_____________________________________________
Trustee, Keshia Services Commercial Bank
Date of Execution: _______________________________, 2026
Trustee
_____________________________________________
Trustee, Keshia Services Commercial Bank
Date of Execution: _______________________________, 2026
13.3 Effective Date and Supersession. Upon ratification pursuant to Section 13.1, this Constitution shall take immediate and full effect as of the date of the Executive Trustee's execution signature. From and after the Effective Date, this Constitution supersedes and replaces all prior resolutions, informal governing documents, operating agreements, board minutes, and other governance instruments of Keshia Services Commercial Bank in their entirety. No prior document shall be construed to modify, limit, or supersede any provision of this Constitution.
13.4 Incorporation of Exhibit A. The June 26, 2026 GAAP-compliant financial statement of Keshia Services Commercial Bank is hereby incorporated by reference into this Constitution as Exhibit A — June 26, 2026 GAAP Balance Sheet. Exhibit A shall constitute the Bank's official opening balance sheet as of the Effective Date of this Constitution. The Treasurer shall certify Exhibit A and attach it to the executed original of this Constitution within thirty (30) days of ratification.
Exhibit A
June 26, 2026 GAAP Balance Sheet
Exhibit AJune 26, 2026 GAAP Balance SheetKeshia Services Commercial Bank
[ OFFICIAL CERTIFIED BALANCE SHEET TO BE ATTACHED ]
The official GAAP-compliant Balance Sheet of Keshia Services Commercial Bank, prepared as of June 26, 2026, certified by the Bank's Treasurer and reviewed by the Board is attached hereto and incorporated into this Constitution by reference pursuant to Article XIII, Section 13.4.
The Exhibit A Balance Sheet reflects: Total Assets (A), Total Liabilities (L), and Members' / Trust Equity (E), in accordance with the GAAP Balance Sheet Equation: A = L + E, as required by Article VI of this Constitution, and prepared in conformity with FASB ASC 942 (Financial Services — Depository and Lending).
Treasurer Certification: _____________________________________________ Date: _________________
CPA Review Acknowledgment: __________________________________ Date: _________________
KESHIA SERVICES COMMERCIAL BANK — CONSTITUTION
Ratified and Effective: September 1, 2026 | Kalamazoo, Michigan
MCL § 450.2 Unincorporated Association | MCL § 700.7101 Michigan Trust Code | 26 U.S.C. § 501(c)(4) | FASB ASC 942
This Constitution is the supreme governing charter of Keshia Services Commercial Bank. No prior document supersedes it.
Historic Resolution — I Am An American Day
Public Laws — Chapters 183 and 184 — May 3, 1940.
Joint Resolution: Authorizing the President of the United States of America to proclaim I Am An American Day, for the recognition, observance, and commemoration of American citizenship.
Whereas young men and women in the United States each year reach the age of twenty-one years; and whereas it is desirable that the sovereign citizens of our Nation be prepared for the responsibilities and impressed with the significance of their status in our self-governing Republic; the third Sunday in May each year is recognized as a public occasion honoring those who have attained the status of citizenship by coming of age or by naturalization.
Civil, educational, State, county, city, and town authorities are urged to make plans for the proper observance of this day and for instruction of future citizens in their responsibilities and opportunities as citizens of the United States and of the States and localities in which they reside.
This constitution adopts the spirit of that resolution by encouraging civic education, responsible participation, and recognition of lawful citizenship duties within the Keshia Services Financial Systems community.
Supporting statement: Self Governing Republic American Institution.