ARTICLE I – NAME
This organization shall be known as the RationalMedia Foundation, Inc. (the Foundation). The registered agent and registered office will be determined by a resolution of the Board of Trustees. The main web site of the Foundation shall be http://www.rationalwiki.org.
ARTICLE II – STATEMENT OF PURPOSE
The mission of the RationalMedia Foundation is to promote and defend science, critical thinking and public interest dialog in a free and open forum. The Foundation seeks to develop and publicize free educational and collaborative content, create community focused software, and to connect and advance the global community of rational thinkers.
ARTICLE III – MEMBERSHIP
The Foundation does not have members.
ARTICLE IV – THE BOARD OF TRUSTEES
- Section 1. General Powers.
All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Foundation shall be managed under, the direction of the Board of Trustees.
- Section 2. Number, Tenure, and Qualification.
The number of Trustees of the Foundation shall be at least five (5). Trustees are selected according to the process specified in Section 3 below. Each Trustee shall hold office until the expiration of his or her term as specified in Section 3 below, or until their earlier resignation, removal from office, or death.
- Section 3. Selection.
(A) Governance priorities. The Board and its Trustees are understood to act as fiduciaries with regard to the Foundation, and their duties include, but are not limited to, the fiduciary duties of care, loyalty, and full disclosure.
(B) Governance definitions. “Community,” as used in the Bylaws, shall be defined by the Board, consistent with the mission statement.
(C) Initially appointed Trustees. The site founder Trent Toulouse will appoint two (2) Trustees of his choice from the community at the time of registering the foundation. Toulouse will serve as an acting Trustee and chair until such time as a new chair is elected. The responsibilities of the initially appointed Trustees will be to certify the bylaws and establish criteria and election protocol for selection of an additional three (3) trustees based on sub-section D below.
(D) Community-selected Trustees. Within 3 months of the establishment the foundation the community will select three (3) additional Trustees to serve for a one year term. Community-selected Trustees will be approved through community voting. Beginning at the end of these Trustees’ terms, all five (5) Trustee positions will be vacated and new elections will be held by the community to fill these spots. Trustees can run for election multiple years. The Board of Trustees shall determine the dates, rules and regulation of the voting procedures, which, beginning in 2011, shall take place yearly. The Board shall determine who is qualified to vote for community-selected Trustees. The Board will approve candidates who receive the most votes, supra. and other provisions of these Bylaws. In the event that a candidate is selected who does not meet the requirements, or of applicable state or federal law, the Board will (i) not approve the selected candidate, (ii) declare a vacancy on the Board, and (iii) appoint the candidate receiving the next most votes to fill the resulting vacancy, subject to this section and to Section 6 below.
(E) Community Founder Trustee Position. Beginning after the election of the first community-selected Trustees the Board may appoint Toulouse as Community Founder Trustee for a one-year term. The Board may reappoint Toulouse to the Community Founder Trustee position from year to year to successive one-year terms. In the event that Toulouse is not appointed as Community Founder Trustee, the Community Founder Trustee position will remain vacant, and the Board shall not fill the vacancy.
- Section 4. Meetings.
Meetings of the Board of Trustees may be scheduled at such times and at such places as the Trustees deem appropriate and shall be conducted at least quarterly. A quorum shall consist of at least the majority of Trustees. The Chair may call a special meeting of the Trustees for any purpose upon notice being given at least ten days in advance of the meeting. Meetings may be held by electronic means such as telephone or chat as long as all Trustees are able to participate fully in any discussions with all the other members of the Board. Any meeting that is adjourned may be continued without the presence of a quorum of the Board as long as all the Trustees are given reasonable notice of the time and place such adjournment shall resume. A resolution signed by all the Trustees shall have the same force as if it were passed at a duly called meeting of the Board of Trustees. A majority of the Board of Trustees shall constitute a quorum at any meeting of the Foundation.
(a) Special Meetings.
Special meetings of the Board of Trustees may be called by the chair of the board, or by any two Trustees. The person or persons who call a special meeting of the Board of Trustees may fix the place for holding such special meeting.
(b) Notice.
Notice of any special meeting shall be given at least ten (10) days before the meeting by written notice delivered personally, or by email, chat, or fax to each Trustee at his business address, unless in case of emergency, the chair of the Board of Trustees of the Foundation shall prescribe a shorter notice to be given personally or by communicating to each Trustee at his email address, residence or business address in like manner. Any Trustee may waive notice of any meeting, before or after the meeting, as provided in these Bylaws.
(c) Manner of Acting.
The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees. Such actions shall take the form of resolutions and shall be included in the corporate records of the Foundation.
(d) Presumption of Assent.
A Trustee of the Foundation who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.
(e) Constructive Presence at a Meeting.
A member of the Board of Trustees may participate in a meeting of such board by means of a conference telephone or online, by means of which all persons participating in the meeting can communicate with each other at the same time. Participating by such means shall constitute presence in person at a meeting.
(f) Action Without a Meeting.
Any action required by law to be taken at any meeting of the Trustees of the Foundation may be taken without a meeting consistent with the consent procedures described herein.
(g) Consent procedures
(1) Action required or permitted to be taken at a board of directors’ meeting may be taken without a meeting if the action receives the affirmative vote of the majority of the board members. The action must be evidenced by one or more written consents describing the action taken and affirmatively signed by the majority of the board members. Electronic signatures are acceptable.
(2) Action taken under this section is effective when the action is affirmatively signed by a majority of the board members unless the consent specifies a different effective date.
(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
(4) Any consent resolution which has not received affirmative votes from the majority of the board members or has not received negative votes from the majority of the board members shall be presented for a vote at the next board meeting.
(5) Modifications to the bylaws or articles of incorporation can not be made with consent resolutions.
- Section 5. Resignations.
Any Trustee of the Foundation may resign at any time by giving written notice to the Board of Trustees, to the chairman of the board. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Trustees.
- Section 6. Vacancies.
Any vacancy occurring in the Board of Trustees, other than a vacancy in the Founding Trustee position but including any vacancy created by reason of an increase in the number of Trustees, may be filled by the affirmative vote of a majority of the remaining Trustees though less than a quorum of the Board of Trustees. A Trustee appointed to fill a vacancy shall serve as Trustee for the unexpired portion of the term for that position.
- Section 7. Replacement of Board Members.
Should a Trustee resign, become incapacitated or otherwise be unable to serve, the remaining Trustees may appoint an interim representative.
- Section 8. Removal.
Any Trustee may be removed by a majority vote of the full membership of the Board.
- Section 9. Delegation and Expenses.
(a) Any action required or permitted to be taken by the Board of Trustees under these Bylaws or any provision of law may be delegated by the Board to the Chair or to any committee of the Board.
(b) Committees may include as committee members persons from the community and other professionals who are not Board members, provided the membership of the committee is approved by the Board.
(c) Trustees may not be compensated for their roles as Trustees. They may be allowed expenses, by resolution of the Board, for attending meetings, if necessary. No Trustee shall be employed or otherwise receive compensation from the Foundation for their duties as Trustees.
Section 10. Voting Means.
Voting on all matters, including the election of Trustees and officers, may be conducted by mail, electronic mail, facsimile transmission, chat software, video conferencing, wiki software, or other similar verifiable means. Proxy voting shall not be allowed.
Section 11. Reserved Powers.
The Board of Trustees shall be empowered to make any and all regulations, rules, policies, user agreements, terms of use, and other such decisions as may be necessary for the continued functioning of the Foundation not inconsistent with these bylaws.
ARTICLE V – OFFICERS AND DUTIES
- Section 1. Number.
The Board of Trustees shall elect from among its members a Chair. The Board of Trustees shall also appoint an Operations Manager, Treasurer and a Secretary, neither of whom needs to be a trustee.
(a) CHAIR.
The Chair shall, when present, preside at all meetings of the Board of Trustees. The Chair shall have general supervision of the affairs of the corporation and shall make reports to the Board of Trustees at meetings and other times as necessary to keep Trustees informed of corporation activities. If the chair is absent or unable to perform their duties a temporary chair can be appointed by the Board of Trustees.
(b) OPERATIONS MANAGER:
The Operations Manager shall be appointed by the Board of Trustees to oversee all aspects of the daily activities of the Foundation. The Operations Manager shall be appointed for 2 years and may be re-appointed after each 2 year term. The Operations Manager may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these bylaws to some other officer or agent of the Foundation, or shall be required by law to be otherwise signed or executed.
The Operations Manager shall be responsible for ensuring support and continuation of the Foundation and its projects through the purchase of goods or services needed to support the Foundation and its projects and seeking sources of funding through investors and donations.
The Operations Manager shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these bylaws; review the financial operations of the organization and advise with the Board of Trustees on financial matters, including audits; make financial reports to the Board of Trustees at regular and special meetings. The Operations Manager will also perform such other duties as assigned by the Chair or the Board of Trustees.
(c) TREASURER:
The Treasurer shall have access to all financial records and accounts; receive and give receipts for monies due and payable to the Foundation from any source whatsoever; review the financial operations of the organization and advise with the Board of Trustees on financial matters, including audits; make financial reports to the Board of Trustees at regular and special meetings. The Treasurer will also perform such other duties as assigned by the chair or the Board of Trustees.
(d) SECRETARY:
The Secretary will be responsible for ensuring accurate records of all Foundation meetings are kept; ensuring that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; and maintaining corporate records. The Secretary shall in general perform all duties as from time to time may be assigned to them by the Board of Trustees.
- Section 2. Term.
Except for the the Operations Manager, these officers shall be elected for one year terms of office by majority vote of the Board and may be re-elected at the expiration of their term.
- Section 3. Removal.
Any officer or agent elected or appointed by the Board of Trustees may be removed by the Board of Trustees with a super-majority vote (2/3) whenever, in its judgment, the best interests of the Foundation would be served thereby.
- Section 4. Vacancies.
A vacancy, however occurring, in any office may be filled by the Board of Trustees for the unexpired portion of the term.
- Section 5. Resignations.
Any officer of the Foundation may resign at any time by giving written notice to the Board of Trustees, to the Board Chair. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Trustees.
ARTICLE VI – ASSETS
- Section 1. Dedication of Assets.
The property of this Foundation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this Foundation shall ever inure to the benefit of any Trustee, officer or members thereof or to the benefit of any private individual.
- Section 2. Distribution of Assets.
Upon the dissolution or winding-up of this Foundation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Foundation shall be distributed to a nonprofit fund, foundation, or Foundation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954, or corresponding provisions of subsequent federal tax laws.
ARTICLE VII – CONTRACTS, LOANS, CHECKS, AND DEPOSITS
- Section 1. Contracts.
The Board of Trustees may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, unless otherwise restricted by law. Such authority may be general or confined to specific instances.
- Section 2. Loans.
No loans shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.
- Section 3. Checks, Drafts, Etc.
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Trustees.
- Section 4. Deposits.
All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Trustees may select.
ARTICLE VIII – INDEMNIFICATION
To the full extent permitted by law, the Foundation shall indemnify any Trustee or officer or any former Trustee or officer solely against claims referring or relating to or implicating duties or services performed in her capacity as Trustee or officer performed with authority of the Foundation and for its benefit.
ARTICLE IX – WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any Trustee of the Foundation under the provisions of these bylaws or under the provisions of its articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, or by electronic means sufficient to authenticate the sender, date and time, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE X – MISCELLANEOUS
- Section 1. Amendment.
These bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the entire Board of Trustees at any regular meeting or special meeting, provided that at least ten days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.
- Section 2. Fiscal Year, Audit, and Review.
The fiscal year of the Foundation shall be January 1 – December 31 of each year.
- Section 3. Delivery of Notices.
Whenever any notice is required by the Bylaws, it shall be deemed to be sufficient if mailed via first class mail to the last known address of the intended recipient or to the last known email address of the member. Such notice may be waived in writing by the intended recipient.
