Bylaws
Version 1.0
Last updated
🏢 The IO Foundation
Version 1.0
Last updated
These Bylaws were registered on 01 December 2023.
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.
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.
The Corporation operates under its Articles of Incorporation and Bylaws, which the Board of Directors can amend.
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.
Income is not distributed to members, directors, officers, or others but may be used for reasonable compensation for services.
The Corporation does not engage in political campaigns or substantial legislative influence efforts.
Activities are limited to those permissible for a tax-exempt 501(c)(3) corporation.
Discrimination based on sex, age, race, color, national origin, religion, physical handicap, or disability is prohibited.
The Corporation will not have members.
Meetings are held at the principal business location or an alternate site chosen by the Board.
Regular meetings are scheduled at times and frequencies suitable for Board members.
Special meetings can be called by the president, with a 3-day notice including the agenda.
Meetings can be held via conference call, with decisions made having equal authority as in-person meetings.
Board actions can be taken without a meeting if all members consent in writing.
A majority of Directors constitutes a quorum for Board-approved actions.
The Board of Directors manages the Corporation's business, subject to limitations in the Articles of Incorporation.
Board members are elected by voting members at the annual meeting for at least one year.
The Board determines the number of Directors, not less than three, and can adjust this number.
Directors can resign by submitting a letter to the Secretary, effective immediately or as specified.
Board vacancies are filled by a majority vote of current Directors until the next annual meeting.
Directors serve voluntarily, with possible reimbursement for expenses and compensation for other roles within the Corporation.
The Corporation has a President and a Secretary, with additional officers added by the Board.
Officers are elected by the Board, which sets their term length and compensation.
Officers can be removed or resign at any time, with removal requiring Board action and resignation requiring written notice.
The President manages day-to-day operations under Board guidelines and serves as the chief financial officer in the Treasurer's absence.
The Secretary is responsible for meeting notices, minutes, maintaining records, and the Corporate Record Book.
Officers' compensation is determined by the Board, regardless of their Director status.
Binding agreements require written Board authorization.
The President and Secretary sign documents requiring a corporate officer's signature.
Upon dissolution, after settling liabilities, remaining assets are disposed of as determined by the Board.
Records of all meetings are kept at the principal office or another Board-approved location.
The chief financial officer maintains accurate financial records for tax preparation.
Directors can inspect corporate records and Bylaws after signing a confidentiality affidavit.
The fiscal year is determined by the Board following IRS guidelines.
Directors and officers are indemnified, except in cases of negligence or misconduct.
The Corporation may purchase insurance for agents, including directors, officers, and employees.
Certifies the Bylaws as adopted by the Board of Directors.