Editing Board/Bylaws/Draft (5-12-2026)

==Article 1: The Foundation==
===Name===
The name of this corporation is the WikiOasis Foundation (the "Foundation").

===Purpose===
Consistent with the Articles of Incorporation, and until such time that the Articles of Incorporation have been amended, this Organization is formed to engage in any lawful public tax-exempt nonprofit business purpose, in compliance with section 501(c)(3) of the Internal Revenue Code.

===Formation===
This Foundation is formed pursuant to the laws of the state of Wyoming, as stated in the Articles of Incorporation for the Foundation.

===Articles of Incorporation===
The Board of Directors (the "Board") acknowledges and agrees that they caused the Articles of Incorporation to be filed with the respective state office and all filing fees have been paid and satisfied.

===Registered Office===
The registered office of the corporation shall be set by the board, and may be, but need not be, identical with the principal office. The address of the registered office may be changed from time to time. The Board is obligated to maintain and update the corporate records on file with the Foundation's registered agent.

==Article 2: Membership==
This Foundation shall not have members.

==Article 3: The Board of Directors==
===Composition===
The Board shall include '''at least four seats''' elected by the community of editors contributing to WikiOasis Foundation hosted sites.

The Board may also include up to '''three additional seats''', filled either by:
* Appointment by majority vote of the Board, or
* Election by the community of editors contributing to WikiOasis Foundation hosted sites.

The Board shall establish voting requirements for community-elected seats by Board policy. The Board must confirm, by majority vote, any community-elected Director before they take their seat. If this is not satisfied, the elected Director may not take their seat, and the Board must hold a special election where the person elected in the first election is ineligible. The Board must also hold a special election at the beginning of the month after a mid-term vacancy in a community-elected seat occurs.

===Elections and Appointments===
All elections and appointments to the Board must be done in the fifth month of the year (May) except in case of vacancy mid-term, or in case of failure to confirm a community-elected Director, in both cases, a new election must be held as described above, except that in the first case, appointed seats where a mid-term vacancy occurs may be replaced by appointment of any person qualified to serve as a Director for the remainder of the seat's term.

===Vacancies===
All vacancies in the Board may be filled by the affirmative vote of a majority of the remaining Directors, even if the remaining Directors do not constitute a quorum.

===General Powers===
The Board of Directors shall hold and exercise all corporate powers and shall manage the management of all the Foundation's affairs, property, and interests, as per the powers asserted by the Wyoming Nonprofit Corporations Act.

===Eligibility to serve===
Any natural person is eligible to serve on the Board of Directors, subject to the other provisions of this section.

====Minor directors==== 
Directors who are under 18 years of age must have written parent or guardian consent to serve on the Board. Such consent shall be filed with the Secretary, and such consent must be renewed annually.

====Non-disclosure agreement==== 
All Directors must execute a non-disclosure agreement in a form provided for by Board policy before service as a Director.

===Initial Directors===
At least one, but up to nine initial directors shall be appointed by the incorporator at the time of incorporation. These appointees shall be considered to be initial directors, within the meaning of the Wyoming Nonprofit Corporation Act, and shall only be removed upon the expiry of their term or by the Board, with or without cause. The first election for community-elected directors shall be held as soon as practicable.

===Duration of Terms===
Directors may be appointed or elected for up to two year terms.
===Resignation===
A Director may resign at any time by providing written notice to the Secretary or President. Such resignation shall be effective immediately, unless a later date is specified in the notice.
===Removal of Directors===
A Director may be removed from the Board, at a meeting called specifically for the removal of a Director by two-thirds of the Board with or without cause.
===Remuneration===
The Board may adopt a resolution that results in Directors being paid reasonable remuneration for their service as Directors or provide for reimbursement of actual costs incurred in connection to Foundation activities. However, no Director shall receive excessive compensation while serving as Director. The Board shall exercise diligence in ensuring that no Director receives excessive compensation, including, but not limited to, by adopting a conflict of interest policy consistent with state and federal law.
===Loans===
Loans shall not be made by the Foundation to any Director.

==Article 4: Officers==
The officers shall consist of the:
* President,
* Vice President,
* Secretary,
* Treasurer,
* Director of Technology,
* Director of Community Support and Safety.

The Board may create officer positions and delegate authority to them to the maximum extent authorized by Wyoming law.

===Elections and terms===
All officers shall be elected annually by the Board.

===Roles and responsibilities===
The President shall have general supervision of the Foundation's daily affairs and shall perform all other duties as are incidental to the office or as required by resolution of the Board. The President shall keep the Board of Directors informed of Foundation activities through regular reports. For emergency and discretionary spending needs during the year, the President may authorize the Treasurer to carry out expenditures up to the amount previously authorized by the Board. The President shall not carry out expenditures directly unless authorized by resolution of the Board. The President may sign, with the Secretary or any other proper officer of the organization thereunto authorized by the Board of Directors, any contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Organization, or shall be required by law to be otherwise signed or executed.

The Vice President may perform the duties of the President if the President is unable or unwilling to perform them.

The Secretary shall keep the books and records of the Foundation, including minutes of all Board meetings, and shall handle most correspondence from or to the Foundation.

The Treasurer shall:
* Have custody of all the Organization's monies and securities and keep regular books of account;
* Disburse the organization's funds in payment of the just demands against the Organization or as may be ordered by the Board, taking proper vouchers for such disbursements;
* Provide the Board of Directors a financial report at least once every quarter of the fiscal year;
* Inform the Board of Directors on the financial health of the Organization; and
* Provide the Board with an account of all his or her transactions as Treasurer and of the financial conditions of the office properly required of him or her by the Board.

The Director of Technology is the presiding member of the Technology team of volunteers. The Director of Technology is responsible for the management of the Foundation's technology, including servers.
The Board may further define the name, roles, and responsibilities of this team by resolution. The Director of Technology is the final arbiter of disputes among Technology team members, having the option to escalate issues to the Board. The Director of Technology is responsible for approving proposed modifications to Technology policy and can add new members to the Technology team following adequate discussion among existing members or pursuant to policy established by resolution of the Board.
For emergency and discretionary spending needs during the year, the Director of Technology may authorize the Treasurer to carry out expenditures up to the amount previously authorized by the Treasurer. The Director of Technology shall not carry out expenditures directly unless authorized by resolution of the Board. The Director of Technology shall appoint a member of the Technology team to serve as a deputy. Should the Director of Technology be unavailable or unable to perform their duties, their day-to-day duties shall be handled by the deputy. However, fiscal authority shall not be delegated to this deputy, and this deputy shall not be made an officer of the Organization through this appointment. In the event of an extended absence, the Board may transfer the Director of Technology's fiscal authority to the President by resolution.

The Director of Community Support and Safety is the presiding member of the Community Support and Safety (CS&S) team of volunteers. The Board may further define the name, roles, and responsibilities of this team by resolution. The Director of Community Support and Safety is the final arbiter of disputes among Community Support and Safety team members, having the option to escalate issues to the Board. The Director of Community Support and Safety is responsible for approving proposed modifications to CS&S policy and can add new members to the CS&S team following adequate discussion among existing members or pursuant to policy established by resolution of the Board. The Director of Community Support and Safety shall appoint a member of the CS&S team to serve as a deputy. Should the Director of Community Support and Safety be unavailable or unable to perform their duties, their day-to-day duties shall be handled by the deputy. However, this deputy shall not be made an officer of the Organization through this appointment, and shall work under the supervision of the President. The Director of Community Support and Safety is responsible for managing the following: Community Support, serious incidents, and legal compliance.

==Article 5: Meetings==
===Location and time===
The Board shall meet at least once every quarter of the fiscal year, and as deemed appropriate by the Board or President, at a time and place, including video, text, or telephone conference, prescribed by the Board or President.

===Special Meetings===
Special meetings of the Board may be called by one-third of the Board, or the President. Special meetings shall be held upon two days' notice, except that notice may be waived by any director or by attendance without objection by any director.

===Quorum and voting===
A quorum shall consist of a majority of currently appointed Directors of all classes but must never be below two (2) Directors. Any meeting that is adjourned may be continued without the presence of a quorum of the Board as long as all the Directors are given reasonable notice of the time and place such adjournment shall resume.

If there are ever fewer Directors on the Board of Directors than what constitutes the minimum quorum defined in (i) then the only action which may constituted is the election of new Directors.

===Action without meeting===
Any action which may be taken at a meeting of the Board, excluding amendments to these Bylaws or Articles of Incorporation, may be taken without a meeting, provided all Directors unanimously agree, and such unanimous consent is included in the minutes of the proceeding, filed with the corporate books/records, and sets forth the action taken by the Board.

==Article 6: Committees and Departments==
Standing or special committees may be created by the Board. Committees may consist of natural or legal persons that are not Directors, except for committees delegated authority by the Board. Any committee consisting of Directors may be delegated authority by the Board, in accordance with Wyoming state law.

The Board may create departments to delegate certain powers to act on behalf of the Board, provided the Board passes a resolution indicating such creation or delegation. Departments shall be lead by a Director of that department as appointed by the Board of Directors and this Director shall regularly inform and respond to the Board for all actions of the department. These reports shall be presented during Board meetings and may be recorded in organizational records and minutes.

For more information on the implementation of departments (known as teams), please see [[Board/Teams]].

===Rights Prohibited from being Delegated===
Pursuant to statute, the Board may not delegate the following powers to any committee or department:
# Authorize distributions;
# Approve dissolution, merger, consolidation or the sale, pledge or transfer of all or substantially all of the Foundation's assets;
# Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or
# Adopt, amend or repeal the Articles of Incorporation or these Bylaws.

==Article 7: Records==

The Foundation must keep a complete and accurate accounting and minutes of the proceedings of the Board of Directors within the corporate books/records.

===Retention of records===
The Foundation shall keep as permanent records all meeting minutes of the Board, all actions taken without a meeting by the Board, all actions taken by committees on behalf of the Board, and all waivers of notices of meetings.

===Accounting records===
The Foundation shall maintain appropriate accounting records.

===Legibility of records===
Any books, records, and minutes may be in any form capable of being converted into written form within a reasonable time upon request.

===Right to inspect===
Any Director or Director representative has the right, upon written request delivered to the Foundation, to inspect and copy during usual business hours the following documents of the Foundation:

Articles of Incorporation;
These Bylaws;
Minutes of the Board proceedings;
Annual statements of affairs; and,
The other documents held at the principal address pursuant to these Bylaws.
The Foundation acknowledges and agrees that any obligation to produce corporate documents under this Article of these Bylaws shall be attached to the Secretary as part of their duties.

== Article 8: Special Corporate Acts==
===Execution of documents that dispose assets of the Foundation===
All contracts, deeds, documents, and instruments that acquire, transfer, exchange, sell, or dispose of any assets of the Foundation must be executed by the President to bind the Foundation. If the President is incapacitated or otherwise unavailable, then the designated Vice-President may execute the respective documents to bind the Foundation. This Section does not apply to any checks, money orders, notes, or other financial instruments for direct payment of corporate funds which are subject to the below section of these Bylaws.

===Checks and Notes===
All authorizations to distribute, pay, or immediately draw upon the financial resources of the Foundation must be signed by the Treasurer, including any expense reimbursement or compensation payments to Directors, officers, employees, representatives, service providers, or contractors of the Foundation. If the Treasurer is incapacitated or otherwise unavailable, then the President may execute the respective documents to bind the Foundation.

===Conflicts of Interest in Special Corporate Acts===
If the President holds an interest that exists outside of the capacity of being President, then any agreement involving such interest must be signed by a separate individual officer to duly bind the Foundation to such an agreement or instrument.

===Consolidations===
Following the approval by the Board, in order for any consolidation or merger to be effective, it must follow the process set out under the laws of the state of incorporation. Any merger which would result in the loss of the Foundation's nonprofit or tax-exempt status is not permitted under these Bylaws.

===Reorganizations===
Following the approval by the Board, in order for any conversion of the Foundation to another organizational structure to be effective, it must follow the processes set out under the laws of the state of incorporation. Any conversion which would result in the loss of the Foundation's nonprofit or tax-exempt status is not permitted under these Bylaws.

===Dissolution===
Following the approval by the Board, in order for the Foundation to be dissolved, it must follow the process set out under the laws of the state of incorporation.

==Article 9: Fiscal Year==
The fiscal year of the Foundation shall be divided into quarters of 3 months, ending in December.

==Article 10: Indemnification==
To the fullest extent permitted by Wyoming law, the Foundation shall indemnify its directors, officers, and agents against expenses and liabilities incurred in connection with service to the Foundation.

==Article 11: Amendments==
These bylaws may be amended by a two-thirds vote of the Board.

==Article 12: Dissolution==
The Foundation is created for charitable purposes. As such, any assets of the Foundation, if it is dissolved, shall go to an organization qualifying as exempt under 501(c)(3) of the Internal Revenue Code.

==Article 13: Credits==
Substantial portions are copied from the [https://meta.miraheze.org/wiki/WikiTide_Foundation/Bylaws WikiTide Foundation's bylaws, which are licensed under CC BY-SA].

[[Category:Board|Bylaws]]