View source for Board/Bylaws

==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 Foundation 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 three directors appointed by the Board.'''

The Board may also include:
'''one initial director seat''' – This seat may only be filled by a person who was one of the initial directors appointed at incorporation. If the Board chooses not to appoint an initial director to this seat, it shall remain vacant and may not be filled unless an initial director is appointed, and 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-run sites.

The Board shall establish voting requirements for community-elected seats by Board policy.

===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,
* Treasurer, and
* Secretary.

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 serve as the chief executive officer of the Foundation, and as such, may make policies in areas not expressly provided for by Board policy, consistent with these Bylaws. Such policies shall remain in effect until amended or repealed by the Board or President. The President shall also preside over meetings of the Board.

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

The Secretary shall keep all records of meetings, any records required by law, and handle correspondence to or from the Foundation, unless the matter requires another officer to respond.

The Treasurer shall oversee the financial affairs of the Foundation, maintain financial records, and give financial reports quarterly to the Board.

==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.

===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 Organization 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: Fiscal Year==
The fiscal year of the Foundation shall be set by the Board, but shall end in December.

==Article 9: 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 10: Amendments==
These bylaws are temporary until the Foundation consults with an attorney, and may be amended by a majority vote of the Board.

==Article 11: 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.