Board/Bylaws: Difference between revisions

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===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.

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.

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==

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===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.

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===

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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 by two-thirds of the Board with or without cause.

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==

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* President,

* Vice President,

* Treasurer, ~~and~~

* Secretary,

* ~~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.

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===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 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 ~~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 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 ~~oversee~~ the financial ~~affairs~~ of the Foundation, ~~maintain financial records~~, and ~~give financial reports quarterly~~ to the Board.

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 responsible for the management of the Foundation's technology, including servers. The Director of Technology is the presiding member of the Technology team of volunteers responsible for maintaining the availability of the Organization's services. 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 responsible for managing the following: Community Support, serious incidents, and legal compliance.

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.

==Article 5: Meetings==

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===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.

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===

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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~~==

== Article 8: Special Corporate Acts==

~~The fiscal year~~ of the Foundation ~~shall~~ be ~~set~~ by the ~~Board~~, ~~but shall end in December~~.

===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.

==Article 9: Indemnification==

===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 10: Amendments==

==Article 11: Amendments==

These bylaws ~~are temporary until the Foundation consults with an attorney, and~~ may be amended by a ~~majority~~ vote of the Board.

These bylaws may be amended by a two-thirds vote of the Board.

==Article 11: Dissolution==

==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].

@@ Line 10: / Line 10: @@
 ===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.
+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.
+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==
@@ Line 33: / Line 33: @@
 ===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.
+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===
@@ Line 52: / Line 52: @@
 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 by two-thirds of the Board with or without cause.
+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==
@@ Line 58: / Line 62: @@
 * President,
 * Vice President,
-* Treasurer, and
+* Secretary,
-* 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.
@@ Line 67: / Line 73: @@
 ===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 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 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 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 oversee the financial affairs of the Foundation, maintain financial records, and give financial reports quarterly to the Board.
+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 responsible for the management of the Foundation's technology, including servers. The Director of Technology is the presiding member of the Technology team of volunteers responsible for maintaining the availability of the Organization's services. 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 responsible for managing the following: Community Support, serious incidents, and legal compliance.
+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.
 ==Article 5: Meetings==
@@ Line 80: / Line 97: @@
 ===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.
+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===
@@ Line 125: / Line 142: @@
 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==
+== Article 8: Special Corporate Acts==
-The fiscal year of the Foundation shall be set by the Board, but shall end in December.
+===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.
-==Article 9: Indemnification==
+===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 10: Amendments==
+==Article 11: Amendments==
-These bylaws are temporary until the Foundation consults with an attorney, and may be amended by a majority vote of the Board.
+These bylaws may be amended by a two-thirds vote of the Board.
-==Article 11: Dissolution==
+==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].