Bylaws
Version 1.0
These Bylaws were registered on 01 December 2023.
Article 1 - Organization
1.1 Principal Office
The principal office of the Corporation will be determined by the Board of Directors. Other offices may also be established at such places that the Board deems necessary for the conduct of business. A copy of these bylaws will be kept at the principal office.
1.2 Registered Agent
The Registered Agent's details are in the Articles of Incorporation filed with the Secretary of State and can only be changed with Board approval and appropriate state filings.
1.3 Governing Instruments
The Corporation operates under its Articles of Incorporation and Bylaws, which the Board of Directors can amend.
Article 2 - Purpose, Objectives, and Membership
2.1 Charitable, Educational, Religious, and Scientific Purposes
Organized exclusively for charitable, educational, religious, or scientific purposes under Section 501(c)(3) of the Internal Revenue Code, The IO Foundation (TIOF) advocates for Data-Centric Digital Rights.
2.2 Inurement of Income
Income is not distributed to members, directors, officers, or others but may be used for reasonable compensation for services.
2.3 Legislative or Political Activities
The Corporation does not engage in political campaigns or substantial legislative influence efforts.
2.4 Operational Limitations
Activities are limited to those permissible for a tax-exempt 501(c)(3) corporation.
2.5 Nondiscrimination Policy
Discrimination based on sex, age, race, color, national origin, religion, physical handicap, or disability is prohibited.
2.6 Membership
The Corporation will not have members.
Article 3 - Board of Director Meeting
3.1 Meeting Location
Meetings are held at the principal business location or an alternate site chosen by the Board.
3.2 Regular Meetings
Regular meetings are scheduled at times and frequencies suitable for Board members.
3.3 Special Meetings
Special meetings can be called by the president, with a 3-day notice including the agenda.
3.4 Telephone Meetings
Meetings can be held via conference call, with decisions made having equal authority as in-person meetings.
3.5 Action Without a Meeting
Board actions can be taken without a meeting if all members consent in writing.
3.6 Quorum
A majority of Directors constitutes a quorum for Board-approved actions.
Article 4 - Directors
4.1 Authority
The Board of Directors manages the Corporation's business, subject to limitations in the Articles of Incorporation.
4.2 Election
Board members are elected by voting members at the annual meeting for at least one year.
4.3 Number of Directors
The Board determines the number of Directors, not less than three, and can adjust this number.
4.4 Resignation
Directors can resign by submitting a letter to the Secretary, effective immediately or as specified.
4.5 Vacancies
Board vacancies are filled by a majority vote of current Directors until the next annual meeting.
4.6 Compensation
Directors serve voluntarily, with possible reimbursement for expenses and compensation for other roles within the Corporation.
Article 5 - Officers
5.1 Number of Officers
The Corporation has a President and a Secretary, with additional officers added by the Board.
5.2 Election
Officers are elected by the Board, which sets their term length and compensation.
5.3 Removal and Resignation
Officers can be removed or resign at any time, with removal requiring Board action and resignation requiring written notice.
5.4 President
The President manages day-to-day operations under Board guidelines and serves as the chief financial officer in the Treasurer's absence.
5.5 Secretary
The Secretary is responsible for meeting notices, minutes, maintaining records, and the Corporate Record Book.
5.6 Compensation
Officers' compensation is determined by the Board, regardless of their Director status.
Article 6 - Authority to Execute
6.1 Binding Power
Binding agreements require written Board authorization.
6.2 Signatories
The President and Secretary sign documents requiring a corporate officer's signature.
Article 7 - Dissolution
Upon dissolution, after settling liabilities, remaining assets are disposed of as determined by the Board.
Article 8 - Corporate Records
8.1 Corporate Minutes
Records of all meetings are kept at the principal office or another Board-approved location.
8.2 Financial Records
The chief financial officer maintains accurate financial records for tax preparation.
8.3 Inspection of Records
Directors can inspect corporate records and Bylaws after signing a confidentiality affidavit.
8.4 Fiscal Year
The fiscal year is determined by the Board following IRS guidelines.
Article 9 - Indemnification and Insurance
9.1 Indemnification
Directors and officers are indemnified, except in cases of negligence or misconduct.
9.2 Insurance
The Corporation may purchase insurance for agents, including directors, officers, and employees.
Article 10 - Adoption
Certifies the Bylaws as adopted by the Board of Directors.
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