The Internet Computer Developers Education and Discovery Corporation,
a Texas nonprofit corporation (the “Corporation”)
These Bylaws are made and entered into and effective as of the 6th day of August 2021 (the “Effective Date”).
ARTICLE I. NAME OF ORGANIZATION
The name of the corporation is The Internet Computer Developers Education and Discovery Corporation.
ARTICLE II. CORPORATE PURPOSE AND AUTHORITY
Section 1. Nonprofit Purpose
This corporation is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2. Specific Purpose
The Internet Computer Developers Education and Discovery Corporation seeks to provide the general public with community organization, educational resources, funding, and scientific discovery for the use and development of the Internet Computer and related technologies. It pursues activities such as educational symposiums, conferences, educational material development, scientific and technology development, developer funding, open-source systems funding, and strategic community organization.
The specific objectives and purposes of this organization shall be
a. To provide instruction in the use of and development of software and services for the Internet Computer and related technologies via the creation, publishing, and making available of educational material including, but not limited to, videos, tutorial, sample applications, blog posts.
b. To organize the community through live and in person, live remote, recorded, and asynchronous community events and discussion platforms including, but not limited to, symposiums, conferences, conventions, forums, round tables, seminars, educational talks, electronic message boards and messaging systems;
c. To fund internally or externally the pursuit of scientific breakthroughs and standards concerning the Internet Computer and related technologies including but not limited to blockchain systems, shared data systems, and other technologies needed to enhance the usability and access to the Internet Computer.
d. To provide grants to developers and early-stage companies seeking to enhance the usability of, access to, or usefulness of the Internet Computer, related technologies, or systems built on top of or using the Internet Computer.
e. To establish prizes for purposes that produce scientific advancements and usability of, access to, or usefulness of the Internet Computer, related technologies, or systems built on top of or using the Internet Computer.
f. To make recommendations on, and to execute votes on the Network Nervous System on the Internet Computer that advance the interests of developers who create programs, software, and services for the Internet Computer.
g. To sponsor, host, and/or participate in events and activities that promote the use of, access to, development for, and awareness of the Internet Computer.
h. To provide facilities to developers who want to build for, on, or in support of the Internet Computer.
i. To provide software, services, grants, and other forms of funding to developers who want to build for, on, or in support of the Internet Computer.
Section 3. Non-Profit Corporation.
The Corporation shall have and exercise all of the rights, powers, privileges, and functions given by the general laws of Texas to non-profit corporations incorporated under the Act including, without limitation, the Texas Nonprofit Corporation Law (Tex. Bus. Org. Code, Chapters 20 and 21 and the provisions of Title I thereof to the extent applicable to non-profit corporations, as amended) or their successor.
Section 4. Powers of Non-Profit Corporation. The Corporation shall have all other powers of a like or different nature not prohibited by law which are available to non-profit corporations in Texas and which are necessary or useful to enable the Corporation to perform the purposes for which it is created, including the power to issue bonds, notes or other obligations, and otherwise exercise its borrowing power to accomplish the purposes for which it was created.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers
To the extent not limited or prohibited by law, the Certificate of Formation or these Bylaws, the powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of the Board of Directors of the Corporation. Directors need not be residents of the State of Texas or members of the Corporation unless the Certificate of Formation or these Bylaws so require. Such individuals are sometimes referred to herein as a “Director.”
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than three (3) nor more than fifteen (15) including the following officers: the President, the Secretary, and the Treasurer.
The initial Board of Directors, as set forth on Exhibit A attached hereto, shall consist of five (5) members. The initial Directors so selected shall serve until the later of (i) the expiration of three (3) years from the Effective Date or (ii) their respective successors are duly elected and qualified, or until their earlier death, resignation or removal in accordance with the Corporation’s Certificate of Formation and these Bylaws.
At the first annual meeting of the members of the Corporation following the expiration of three (3) years from the Effective Date (the “2024 Meeting”), a slate of individuals shall be proposed as new Directors by a nominating committee selected as provided below. Members of the Initial Board of Directors shall be eligible to be nominated for reelection to the Board of Directors at the 2024 Meeting.
The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors must be approved by a majority vote of the members present and voting. No vote on new members of the Board of Directors shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article. No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.
Excluding the original board members, newly elected members of the Board of Directors who have not served before shall serve initial one-year terms. At the conclusion of the initial one-year term, members of the Board of Directors may serve additional two-year terms. Each member of the Board of Directors shall attend, virtually or in person, at least three quarterly meetings of the Board per year.
Section 3. Regular and Annual Meetings
An annual meeting of the Board of Directors shall be held at a time and day in the month of March of each calendar year and at a location designated by the Executive Director. The Executive Director shall provide the time and place, for the holding of annual and regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date via electronic communication. In the absence of an Executive Director, annual and regular meetings may be scheduled by a majority agreement of the Board of Directors. All annual and regular meetings of the Board may be conducted in person or by alternate means, such as teleconference, videoconference, the Internet, or any other means by which each meeting participant can communicate with all other meeting participants.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the Executive Director or any three members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them. All special meetings of the Board may be conducted in person or by alternate means, such as teleconference, videoconference, the Internet, or any other means by which each meeting participant can communicate with all other meeting participants.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by electronic communication. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
Section 6. Quorum
The presence, virtually or in person, of a majority of the current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by- laws.
Section 7. Forfeiture
Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by March 1st shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting, and are not entitled to the removal procedure outlined in Section 13 of this Article.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular or special meeting.
Vacancies may be created and filled according to specific methods approved by the Board of Directors.
Section 9. Compensation
Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board. Expenses of attendance at meetings or events hosted by the corporation, if any, may be allowed; provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation or reimbursement of expenses therefor. Reimbursements for Travel, Lodging, and Meal Cost for Directors, their immediate family, and up to one support staff associated with a regular meeting, annual meeting, or event hosted, sponsored, or supported by the corporation may be approved by the executive director alone, or by a vote of the board of directors. A daily stipend for regular or annual meetings be approved by the executive director alone, or by a vote of the board of directors.
Section 10. Action By Directors without Meeting
Any action required by the Texas Business Organizations Code to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors or any committee, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all the Board of Directors entitled to vote with respect to the subject matter thereof, or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote.
If the Corporation’s Certificate of Formation so provides, any action required by the Texas Business Organizations Code to be taken at a meeting of the Board of Directors or any action that may be taken at a meeting of the Board of Directors of any committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a sufficient number of Board of Directors or committee members as would be necessary to take that action at a meeting at which all of the Board of Directors or members of the committee were present and voted. Each written consent shall bear the date of signature of each Director or committee member who signs the consent. A written consent signed by less than all of the Board of Directors or committee members is not effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner required by this section, a consent or consents signed by the required number of Board of Directors or committee members is delivered to the Corporation at its registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of Board of Directors or committees are recorded. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Corporation’s principal place of business shall be addressed to the President or principal executive officer of the Corporation.
Prompt notice of the taking of any action by Board of Directors or a committee without a meeting by less than unanimous written consent shall be given to all Board of Directors or committee members who did not consent in writing to the action. If any action by Board of Directors or a committee is taken by written consent signed by less than all of the Board of Directors or committee members, any articles or documents filed with the Secretary of State as a result of the taking of the action shall state, in lieu of any statement required by law concerning any vote of the Board of Directors or committee members, that written consent has been given in accordance with the provisions of section 6.202 of the Texas Business Organizations Code and that any written notice required by such section has been given. A telegram, telex, cablegram, electronic mail, or similar transmission by a Director or member of a committee or a photographic, photostatic, facsimile, or similar reproduction of a writing signed by a Director or member of a committee shall be regarded as signed by the Director or member of a committee for purposes of this section.
Section 11. Confidentiality
Directors shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporations’ purposes, or can reasonably be expected to benefit the Corporation. Directors shall use discretion and good business judgment in discussing the affairs of the Corporation with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.
Each Director shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.
Section 12. Advisory Council
An Advisory Council may be created whose members shall be elected by the members of the Board of Directors annually but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge. Members of the Advisory Council shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Advisory Council.
Section 13. Removal.
Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by vote of at least three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.
Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 13 of this Article.
ARTICLE IV. OFFICERS
Section 1. Number of Officers
The officers of a Corporation shall consist of a President, a Secretary, and may also consist of one or more vice-presidents, a treasurer, and such other officers and assistant officers as may be deemed necessary. New offices may be created and filled at any meeting of the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 2. Powers of Officers
Each officer shall have, subject to these Bylaws, in addition to the duties and powers specifically set forth herein, such powers and duties as are commonly incident to that office and such duties and powers as the Board of Directors shall from time to time designate. All officers shall perform their duties subject to the directions and under the supervision of the Board of Directors. The President may secure the fidelity of any and all officers by bond or otherwise. All officers and agents of the Corporation, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in theses Bylaws, or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws.
In the discharge of a duty imposed or power conferred on an officer of a Corporation, the officer may in good faith and with ordinary care rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person, that were prepared or presented by: (1) one or more other officers or employees of the Corporation, including members of the Board of Directors; or (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence.
An officer is not relying in good faith within the meaning of this section if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this subsection unwarranted.
Section 3. President
The President shall be a member of the Board and shall preside at all meetings of the Board. Such person shall have such duties as are assigned by the Board. The President may call special or emergency meetings of the Board. Any special or emergency called meeting shall be called and conducted in accordance with Article III, Section 4 of these Bylaws. In furtherance of the purposes of the Corporation and subject to the limitations contained in the Certificate of Formation, the President or Vice President may sign and execute all bonds, notes, deeds, conveyances, franchises, assignments, mortgages, notes, contracts and other obligations in the name of the Corporation. The President shall be an ex-officio member of all committees.
Section 4. Vice-President
The Vice-President, or Vice-Presidents in order of their rank as fixed by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and they shall perform such other duties as the Board of Directors shall prescribe.
Section 5. Secretary
The Secretary shall attend all Board of Director meetings and Membership meetings and assisted by a staff member, will act as a clerk thereof. In the absence of the Secretary at a Board of Directors meeting or a Membership meeting, a temporary Secretary will be nominated by the President to serve during the meeting and to make a report to the Secretary after the meeting has concluded. The Secretary’s duties shall consist of:
a. He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She in concert with the President shall make the arrangements for all meetings, including the annual meeting of the organization.
b. Assisted by a staff member, he/she shall send notices of all meetings to the applicable attendees and shall take reservations for the meetings.
c. He/She shall perform all official correspondence from the Board of Directors as may be prescribed by the Board of Directors.
Section 6. Treasurer
The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. The Treasurer shall keep and maintain the Corporation’s books of account and shall render to the President and directors an account of all of the Treasurer’s transactions and of the financial condition of the Corporation and exhibit the books, records and accounts to the President or directors at any time. The Treasurer shall disburse funds for capital expenditures as authorized by the Board of Directors and in accordance with the orders of the President, and present to the President’s attention any requests for disbursing funds if in the judgment of the Treasurer any such request is not properly authorized. The Treasurer shall perform such other duties as may be directed by the Board of Directors or by the President. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office and for the restoration to the Corporation, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the incumbent’s possession or under the incumbent’s control belonging to the Corporation.
In addition to the foregoing, the Treasurer shall also:
a. submit an annual report to the Board of Directors as provided by the Executive Director;
b. present a complete and accurate report of the finances as prepared by the Executive Director upon request by the Board of Directors;
c. have the right of inspection of the funds resting with the Corporation including budgets and subsequent audit reports;
d. assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles; and
e. shall perform such other duties as may be prescribed by the Board of Directors under whose supervision he/she shall be.
Section 7. Election of Officers
The Board of Directors shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices. Nominations shall also be received from the Executive Director. The election shall be held at the annual meeting of the Board of Directors or at a Special Meeting of the Board of Directors as needed to fill a vacancy. Those officers elected shall serve a term of one (1) year, commencing at the next meeting following the annual meeting. Officers shall be eligible to succeed themselves in their respective offices.
Section 8. Removal of Officer
Any officer elected or appointed may be removed by the Board of Directors whenever in their judgment the best interests of the Corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
Section 9. Vacancies
The Executive Director will be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent via electronic communication to members of the Board of Directors at least two (2) days prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.
ARTICLE V. COMMITTEES
Section 1. Committee Formation
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall be chaired by a Director. The majority of such committee shall be non- Directors. Such committees, to the extent provided in such resolution, shall have and exercise the authority as delegated to them by the Board of Directors.
No committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of any such committee or any Director or officer of the Corporation; amending or restating the Certificate of Formation; adopting a plan of merger or adopting a plan of consolidation with another Corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repeated by such committee. The designation and appointment of any such committee and the delegation of authority to such committee shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed by law upon the Board of Directors or upon any individual Director. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until a successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member cease to qualify as a member thereof.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
The Executive Director may create ad-hoc committees as needed, such as fundraising, events, public relations, data collection, grants, etc. The board of directors can approve the creation of the ad-hoc committee and the chair appointments made by the Executive Director by a simple majority.
Section 2. Removal of an Ad-hoc Committee Members
Ad-hoc Committee members may be removed at the discretion of the Executive Director. The board of directors may also remove and bar committee members from serving on any committee with a majority vote.
ARTICLE VI. CORPORATE STAFF
Section 1: Executive Director
The Board of Directors may hire an Executive Director who shall serve at the will of the Board. The Executive Director shall have immediate and overall supervision of the operations of the Corporation, and shall direct the day-to-day business of the Corporation, maintain the properties of the Corporation, hire, discharge, and determine the salaries and other compensation of all staff members under the Executive Director’s supervision, and perform such additional duties as may be directed by the Executive Committee or the Board of Directors. No officer or member of the Board of Directors may individually instruct the Executive Director or any other employee. The Executive Director shall make such reports at the Board meetings as shall be required by the President or the Board. The Executive Director shall be an ad-hoc member of all ad-hoc committees.
The Executive Director is authorized to approve expenditures, make purchases, and enter into contracts on behalf of the Corporation which require an expenditure not to exceed $10,000 without Board approval as long as funds are budgeted and are available for the expenditure. The Executive Director may not be related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity to any member of the Board of Directors or Advisory Council. The Executive Director may be hired at any meeting of the Board of Directors by a majority vote and shall serve until removed by the Board of Directors upon an affirmative vote of at least three-quarters (3/4) of the members present at any meeting of the Board Directors. Such removal may be with or without cause. Nothing herein shall confer any compensation or other rights on any Executive Director, who shall remain an employee terminable at will, as provided in this Section.
The Executive Director may be a member of the corporation but may not sit on the Board of Directors.
The Board of Directors will approve any employment contract made with the executive director and will compensate the executive director in accordance with any rules and obligations set forth by the regulators of the corporation including but not limited to the IRS and the compensation rules set forth for the tax-exempt status of a 501(c)3 corporation.
Section 2. Other Employees and Officers
The Executive Director will have the sole authority to hire, retain, and release other staff that is necessary for the pursuit of the corporate purpose set forth in Article II, Section 2. All hires are subject to the restrictions set forth in Article VII (Conflict of Interest and Compensation).
ARTICLE VII. – Conflict of Interest and Compensation
Section 1: Purpose The purpose of the conflict-of-interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2: Definitions
a. Interested Person Any director, principal officer, executive director, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Procedures
a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest
An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
d. Violations of the Conflicts of Interest Policy
If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6. Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax- exempt purposes.
Section 7. Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 8. Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE VIII. INDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of the State of Texas, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The Corporation may purchase and maintain insurance or another arrangement on behalf of any person who is or was a member, director, officer, employee, or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, employee benefit plan, other enterprise, or other entity, against any liability asserted against him or her and incurred by him or her in such a capacity or arising out of his or her status as such a person, whether or not the Corporation would have the power to indemnify him or her against that liability. Without limiting the power of the Corporation to procure or maintain any kind of insurance or other arrangement, the Corporation may, for the benefit of persons indemnified by the Corporation, (1) create a trust fund; (2) establish any form of self-insurance; (3) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Corporation; or (4) establish a letter of credit, guaranty, or surety arrangement. The insurance or other arrangement may be procured, maintained, or established within the Corporation or with any insurer or other person deemed appropriate by the Board of Directors regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by the Corporation. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive and the insurance or arrangement shall not be voidable and shall not subject the directors approving the insurance or arrangement to liability, on any ground, regardless of whether directors participating in the approval are beneficiaries of the insurance or arrangement.
ARTICLE IX. BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board of Directors, and committees and shall keep at the registered office or principal office in this State a record of the names and addresses of its members entitled to vote. A Director of the Corporation, on written demand stating the purpose of the demand, has the right to examine and copy, in person or by agent, accountant, or attorney, at any reasonable time, for any proper purpose, the books and records of the Corporation relevant to that purpose, at the expense of the member.
ARTICLE X. BUDGETS
Section 1. Establishment of the Budget
(a) Prior to the beginning of each fiscal year, the Board or the Executive Director (if the Corporation has retained an Executive Director) shall prepare, or cause to be prepared, a budget (the “Budget”) for the fiscal year. The Board shall approve the Budget no later than thirty (30) days prior to the beginning of each fiscal year.
(b) The Budget shall, at a minimum, include capital, operational, debt service and project- specific expenditures and corresponding revenues. The Budget shall clearly indicate the sources and purposes of revenues.
(c) If the Board fails to approve the Budget by the first day of the fiscal year, then the Budget for the prior fiscal year shall be deemed approved until such time as the Board approves a new Budget. Section 2. Adjustments to the Budget
The Executive Director shall have the authority to adjust the budget to accommodate for unexpected inflows and outflows of contribution, unexpected income, and unexpected expenses between the annual meetings. Adjustments should be reported in the next financial report Treasurer along with justifications as to how the adjustment seeks to pursue the purposes set out in Article II Section 2.
ARTICLE XI. AMENDMENTS
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting via electronic communication. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of at least 3/5ths of the directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.
Section 2. Bylaws
The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Electronic notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.
ADOPTED AND APPROVED by the Board of Directors as of the Effective Date.
ATTEST: Jenny Liang, Secretary Internet Computer Developers Education and Discovery Corporation, Inc.
INITIAL BOARD OF DIRECTORS
David Bash - President Jenny Liang - Secretary Magnus Rayos - Treasurer Taylor McConnaughy Kevin Seagraves