WikiTide Foundation/Bylaws

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The WikiTide organization and its Board of Directors serve and operate in accordance with the bylaws enumerated below.

These bylaws were initially adopted during the 20 October 2023 meeting of the Board of Directors and have been amended multiple times since adoption:

  1. on 14 December 2023, to update terminology
  2. on 2 January 2024, to set the number of community Board seats and to define the officer roles
  3. on 11 February 2024, concerning remuneration

ARTICLE I (Company)[edit | edit source]

1.1. Name[edit | edit source]

This organization shall be known as 'WikiTide Foundation, Inc.' (the “Organization”).

1.2. Purpose[edit | edit source]

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.

1.3. Formation[edit | edit source]

This Organization is formed pursuant to the laws of the state of incorporation, as stated in the Articles of Incorporation for the Organization.

1.4. Corporate Charter Compliance[edit | edit source]

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.

1.5. Registered office[edit | edit source]

The registered office of the corporation shall be located within the state of incorporation 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 Organization’s registered agent.

1.6. Adoption of Bylaws[edit | edit source]

These corporate Bylaws have been adopted by the Board on behalf of the Organization.

1.7. Membership[edit | edit source]

This organization shall have no members.

ARTICLE II (Board of Directors)[edit | edit source]

2.1. General powers[edit | edit source]

The Board of Directors shall hold and exercise all corporate powers and shall manage the management of all the Organization’s affairs, property, and interests, as per the powers asserted by the Idaho Nonprofit Corporations Act.

2.2. Composition[edit | edit source]

(a) Classes

The Board of Directors shall consist of two classes of Directors:

  1. Directors that have been appointed by the Board directly; and,
  2. Directors who are nominated by the community.
(b) Definitions

The definition of "community", as used in these Bylaws, shall be determined by the Board of Directors, consistent with the stated purpose of the Organization.

(c) Nominations

Directors who are nominated by the community will be considered by the Board but are not guaranteed admission until receiving an affirmative vote from a majority of currently serving Board members.

2.3. Number[edit | edit source]

(a) Number

The Board of Directors shall consist of at least three (3) Directors but no more than nine (9) Directors in total.

(b) Composition

The Board of Directors shall be composed of no more than five (5) appointed Directors, and four (4) Directors nominated by the community.

(c) Increases or decreases

The Board may increase or decrease the number of Directors at any time by amendment of these Bylaws, pursuant to the process outlined in Article 5.4 of these Bylaws. A decrease in number does not have the effect of shortening the term of any incumbent Director. If the established number of Directors is decreased, the Directors shall hold their positions until the next annual meeting of the Board occurs and new Directors are elected and qualified.

2.4. Terms[edit | edit source]

(a) Term length

Directors may be appointed for a term of no more than two (2) years.

(b) Term limits

There is no limit to the number of terms a Director may serve or the minimum time they may serve.

2.5. Qualifications[edit | edit source]

Only natural persons who are 18 years or older may serve as Director.

2.6. Elections[edit | edit source]

Directors are to be voted on and elected at each annual meeting of the Board, unless a special meeting is expressly called to remove a Director or fill a vacancy.

2.7. Removals[edit | edit source]

(i) At any meeting of the Board called expressly for the purpose of removal of board member(s), any Director may be removed by an affirmative majority vote by the current Board, with or without cause.

(ii) Any director that is found to have materially misrepresented their qualifications for Board service following appointment shall be immediately removed from Board service without a summary vote and their seat shall be considered vacant.

2.8. Vacancies[edit | edit source]

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.

2.9. Meetings[edit | edit source]

(a) Regular meetings

The Board of Directors may convene as they may deem appropriate. They may also convene at any place of their choosing, including through remote communication such as but not limited to: Discord, IRC.

(b) Special meetings

A special meeting of the Board may be called by any Director and may be held at any place and at any time for any purpose. Any special meeting of the Board must be preceded by at least forty-eight (48) hours notice of the date, time, place, and purpose of the meeting, unless a majority of Directors resolve amongst themselves to waive this requirement.

(c) Mandatory meetings

The Board of Directors must convene at least once every six (6) months.

(d) Quorum

(i) 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.

(ii) 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.

(e) Presiding officer

All meetings of the Board of Directors will be presided over by the Chairperson. By a simple majority vote, the Board of Directors may elect a temporary presiding officer for the meeting who shall be referred to as the "Vice-Chairperson".

(f) Presumption of Assent

A Director who is present at a meeting at which an action on a corporate matter is taken is presumed to have assented to such action unless the Director expressly dissents to the action.

(g) Constructive Presence at a Meeting.

Any action which may be taken at a meeting of the Board, or a committee, may be taken by means of digital communications (such as but not limited to Discord or IRC). A Director participating in a meeting by remote means is deemed to be present in person at the meeting.

(h) Actions by Directors without Meetings

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.

(i) Manner of Acting

Subject to the laws of the state of Idaho, the act of the majority of the Directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board. These actions shall take the form of resolutions and will be included in the records of the Organization.

(j) Notifications

Regular and mandatory meetings of the Board must be held with reasonable notice of the date, time, place, or purpose of the meeting. Notice may be given personally (this includes by delivering a message through an online platform), by email, by facsimile, by mail, or in any other lawful manner, so long as the method for notice comports with Article 6 of these Bylaws. Oral notification is sufficient only if accompanied by a written record of the notice in the corporate books/records. Notice is effective at the earliest of:

  1. Receipt;
  2. Delivery to the proper address or telephone number of the Director(s) as shown in the Organization's records, or other confirmed and reliable means of digital communication (such as Discord); or
  3. Five (5) days after its deposit in the United States mail, as evidenced by the postmark, if correctly addressed and mailed with first-class postage prepaid.

2.10. Committees and Delegations[edit | edit source]

(a) Committees

The Board may create committees and delegate certain powers to act on behalf of the Board, provided the Board passes a resolution indicating such creation or delegation. All committees must record regular minutes of their meetings and keep the minute book at the Organization's office.

(b) Departments

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.

(c) Composition

The Board of Directors, by appropriate resolution, may appoint members of the Board to serve on these committees or departments. Each committee or department shall be led by a committee chairperson or director, respectively.

(d) Rescindment

The Board may rescind or revoke any powers given to any committee or department at any time and may dissolve committees or departments through resolutions.

(e) Rights Prohibited from being Delegated

Pursuant to statute, the Board may not delegate the following powers to any committee or department:

  1. Authorization of distributions;
  2. Approvals or recommendations to members of dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets;
  3. Electing, appointing, or removing Directors or filling vacancies on the board or on any of its committees; or
  4. Adopting, amending, or repealing the Articles of Incorporation or Bylaws.

2.11. Indemnification[edit | edit source]

The Organization shall indemnify any Director made a party to a proceeding, brought or threatened, as a consequence of the Director acting in their official capacity. In the event a Director is entitled to indemnification by the Organization, the Director shall be indemnified or compensated for reasonable expenses incurred as a consequence of being connected to the Organization and serving in good faith on its behalf.

2.12. Remuneration[edit | edit source]

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.

2.13. Loans[edit | edit source]

No loans may be made by the Organization to any Director.

ARTICLE III (Officers)[edit | edit source]

3.1. Officers[edit | edit source]

(a) Base officers

The Organization shall have a President, a Chair, a Secretary, and a Treasurer, who shall be elected by the Board. The Board may also appoint additional officers as specified in the Bylaws or by resolution pursuant to the Bylaws.

(b) Term

Officers shall be elected to a term of one (1) year. There is no limit on how many terms an officer may serve. When filling a vacant office, the new Officer finishes the remainder of the prior Officer's term.

(c) Holding two or more offices

The same person may hold any two or more offices concurrently, provided that the Secretary shall not serve as Chair or President while also serving as Secretary.

3.2 President[edit | edit source]

(a) Overview

The President shall have general supervision of the Organization'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 Organization activities through regular reports.

(b) Fiscal authority

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.

(c) Signatory of authorized instruments

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.

(e) Inability to discharge duties

Should the President be unavailable or unable to perform their duties, their duties may be delegated to the Chair by resolution of the Board until the President is available to act in their duties again.

3.3. Vice-President[edit | edit source]

(a) Overview

The Vice-President shall perform some or all of the duties of the President if the President is unavailable or unable to perform their duties.

(b) Appointment

The Board of Directors may appoint a Director to be Vice-President at any time and may delegate the duties they see fit to them. The office does not need to be vacant and may be filled even if the President is available to discharge their duties. Only one Director may be appointed Vice-President at a time.

3.4. Chair[edit | edit source]

(a) Overview

The Chair shall preside at all meetings of the Board of Directors and oversee the general activity of the Board of Directors. The Chair shall coordinate with all officers to ensure the Board is appropriately informed of all business relating to the Organization.

(b) Title

The Chair may be styled as Chairman, Chairwoman, or Chairperson should they so choose.

(c) Inability to discharge duties

Should the Chair be unavailable or unable to perform their duties, their duties may be delegated to the President by resolution of the Board of Directors until the Chair is available to act in their duties again.

3.5. Secretary[edit | edit source]

(a) Overview

The Secretary shall keep the books and records of the Organization, including minutes of all Board meetings, and shall be responsible for issuing all notices for meetings or actions as required by these Bylaws or the Articles of Incorporation.

(b) Duties

The Secretary shall accept all requests for special meetings of the Board, accept all notices of appointments and revocations, and accept delivery of any dissent announced at any meeting of the Board. The Secretary shall have charge of the corporate seal and books, and shall handle nondisclosure agreements and other agreements with the Organization. The Secretary shall make reports and perform duties as are incidental to the office or as assigned by resolution of the Board.

3.6. Treasurer[edit | edit source]

(a) Overview

The Treasurer shall maintain the Organization's financial affairs.

(b) Duties

The Treasurer shall:

  1. Have custody of all the Organization's monies and securities and keep regular books of account;
  2. 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;
  3. Provide the Board of Directors a financial report at least once a year;
  4. Inform the Board of Directors on the financial health of the Organization; and
  5. 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.
(c) Budget process

Prior to the beginning of each calendar year, the Treasurer shall recommend a budget to the Board for their approval based on the stated budgetary requirements of the President, incorporating the stated budgetary requirements of the Director of Site Reliability Engineering. The Board may approve the recommended budget as-is or substitute their own proposed budget. During the year, the Treasurer shall set spending levels for the President and Director of Site Reliability Engineering based on the budget approved by the Board. In the event the treasury does not have sufficient funds to support set spending levels, the Treasurer shall immediately notify the Board for further action.

(d) Fiscal authority

The Treasurer shall carry out expenditures that have been specifically authorized by the Board's budget or have been authorized by such an officer within their discretionary budget. The Treasurer shall not both authorize and carry out an expenditure unless acting in the role of President.

3.7 Director of Site Reliability Engineering[edit | edit source]

(a) Overview

The Director of Site Reliability Engineering is responsible for the maintenance and improvement of the Organization's technical infrastructure, including hardware, software, and operations.

(b) Site Reliability Engineering Team

The Director of Site Reliability Engineering is the presiding member of the Site Reliability Engineering (SRE) 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 Site Reliability Engineering is the final arbiter of disputes among team members, having the option to escalate issues to the Board. The Director of Site Reliability Engineering is responsible for approving proposed modifications to SRE policy and can add new members to the team following adequate discussion among existing members or pursuant to policy established by resolution of the Board.

(c) Fiscal authority

For emergency and discretionary spending needs during the year, the Director of Site Reliability Engineering may authorize the Treasurer to carry out expenditures up to the amount previously authorized by the Treasurer. The Director of Site Reliability Engineering shall not carry out expenditures directly unless authorized by resolution of the Board.

(d) Inability to discharge duties

The Director of Site Reliability Engineering shall appoint a member of the SRE team to serve as a deputy. Should the Director of Site Reliability Engineering 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 an officer of the Organization. In the event of an extended absence, the Board may transfer the Director of Site Reliability Engineering's fiscal authority to the President by resolution.

3.8 Director of Trust and Safety[edit | edit source]

(a) Overview

The Director of Trust and Safety is responsible for protecting and improving the health and safety of the community.

(b) Trust and Safety Team

The Director of Trust and Safety is the presiding member of the Trust and Safety (T&S) team of volunteers. The Board may further define the name, roles, and responsibilities of this team by resolution. The Director of Trust and Safety is the final arbiter of disputes among team members, having the option to escalate issues to the Board. The Director of Trust and Safety is responsible for approving proposed modifications to T&S policy and can add new members to the team following adequate discussion among existing members or pursuant to policy established by resolution of the Board.

(c) Inability to discharge duties

The Director of Trust and Safety shall appoint a member of the T&S team to serve as a deputy. Should the Director of Trust 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 an officer of the Organization, and shall work under the supervision of the President.

3.9. Other officers[edit | edit source]

The Board may appoint other officers and agents as they deem necessary or expedient. The terms, powers, and duties of such officers will be determined by the Board and described in the resolution authorizing the appointment or designation.

3.10. Delegation[edit | edit source]

In the absence or inability to act of any officer and of any person authorized to act in their place, the Board may delegate the officer’s powers or duties to any other officer, Director, or other person. Vacancies in any office arising from any cause may be filled by the Board at any regular or special board meeting.

3.11. Liability[edit | edit source]

Each officer is required to act in good faith, with reasonable and prudent care, and in the best interest of the Organization. If an officer acts in good faith and in a manner that is reasonably in line with the best interests of the Organization as determined by a reasonably prudent person situated in similar circumstances, then they shall be immune from liability arising from official acts on behalf of the Organization. Officers who fail to comply with this section of these Bylaws shall be personally liable to the Organization for any improper acts and as otherwise described in these Bylaws and prosecution may be sought for any potentially illegal actions.

3.12. Loans[edit | edit source]

No loans may be made by the Organization to any officer. However, the Organization may advance money to a Director or Officer for expenses reasonably anticipated to be incurred in the performance of their duties when those expenses would be eligible for reimbursement.

3.13. Indemnification[edit | edit source]

Officers shall be indemnified by the Organization, so long as the officer acted in a manner substantially similar to and consistent with the standard of care required for Directors. Any officer indemnification shall be limited to proceedings that are directly related to or have arisen out of the officer’s acts on behalf of the Organization.

ARTICLE IV (Records)[edit | edit source]

4.1. Meeting minutes[edit | edit source]

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

4.2. Retention of records[edit | edit source]

The Organization 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.

4.3. Accounting records[edit | edit source]

The Organization shall maintain appropriate accounting records.

4.4. Legibility of records[edit | edit source]

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

4.5. Right to inspect[edit | edit source]

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

  1. Articles of Incorporation;
  2. These Bylaws;
  3. Minutes of the Board proceedings;
  4. Annual statements of affairs; and,
  5. 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 V (Special Corporate Acts)[edit | edit source]

5.1. Execution of contracts[edit | edit source]

All contracts, deeds, documents, and instruments that acquire, transfer, exchange, sell, or dispose of any assets of the Organization must be executed by the Chairperson to bind the Organization. If the Chairperson is incapacitated or otherwise unavailable, then the designated Vice-Chairperson may execute the respective documents to bind the Organization. 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 section 5.2 of these Bylaws.

5.2. Signing Checks or Notes[edit | edit source]

All authorizations to distribute, pay, or immediately draw upon the financial resources of the Organization must be signed by the Treasurer, including any expense reimbursement or compensation payments to Directors, officers, employees, representatives, service providers, or contractors of the Company. If the Treasurer is incapacitated or otherwise unavailable, then the Chairperson, or Deputy Treasurer if authorized by the Board, may execute the respective documents to bind the Organization.

5.3. Special signing powers[edit | edit source]

If the Chairperson holds an interest that exists outside of the capacity of being Chairperson, then any agreement involving such interest must be signed by a separate individual officer to duly bind the Organization to such an agreement or instrument.

5.4. Amendments to the Bylaws[edit | edit source]

The Board has the power to make, alter, amend, and repeal the Organization’s Bylaws. Any alteration, amendment, or repeal of the Bylaws, shall be effective following a majority vote of the Board.

5.5. Mergers[edit | edit source]

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 Organization’s nonprofit or tax-exempt status is not permitted under these Bylaws.

5.6. Conversions[edit | edit source]

Following the approval by the Board, in order for any conversion of the Organization 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 Organization’s nonprofit or tax-exempt status is not permitted under these Bylaws.

5.7. Dissolution[edit | edit source]

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

5.8. Distribution of assets[edit | edit source]

Upon the dissolution of the organization, pursuant to the Articles of Incorporation, assets shall be distributed to other non-profit organizations with a similar purpose.

ARTICLE VI (Miscellaneous)[edit | edit source]

6.1. Notices[edit | edit source]

(a) Notices

Except as may otherwise be required by law, any notice to any officer or Director may be delivered personally or by mail. If mailed, the notice will be deemed to have been delivered on the close of business of the fifth business day following the day when deposited in the United States mail with postage prepaid and addressed to the recipient’s last known address in the records of the Organization.

(b) E-notices

Any communications required by the Act, these Bylaws, or any other laws may be made by digital or electronic transmission to the recipient’s known electronic address or number as known to the Organization at the time of notice.

(c) Duty to notify

All Directors, officers, employees, and representatives of the Organization are required to notify the Organization of any changes to the individual’s contact information. Pursuant to the obligations under this Section of these Bylaws, the individual must notify the Organization that electronic transmissions of notice are impracticable, impossible, frustrated, or otherwise improper and ineffective.