CIVICOS INSTITUTE BYLAWS

ARTICLE I: NAME AND PURPOSE

Section 1.01: Name

The name of this organization is [CIVICOS INSTITUTE], hereinafter referred to as the “Organization.”

Section 1.02: Existence

The Organization is a nonprofit corporation incorporated under the laws of [STATE OF INCORPORATION]. These Bylaws constitute the code of rules adopted by the Organization for the regulation and management of its affairs.

Section 1.03: Purpose

The Organization is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code, including:

(a) Conducting research and development in civic technology, open data systems, and digital public infrastructure; (b) Developing and maintaining open-source software platforms for civic engagement and governance; (c) Educating the public, policymakers, and technologists on best practices in civic technology; (d) Promoting transparency, accountability, and accessibility in democratic institutions; (e) Collaborating with public sector entities, academic institutions, and civil society organizations to improve civic systems; (f) Any other lawful activities consistent with the foregoing purposes that are appropriate for a corporation exempt from federal income tax under Section 501(c)(3).

Section 1.04: Limitations

Notwithstanding any other provision of these Bylaws, the Organization shall not:

(a) Engage in activities that do not further its exempt purposes; (b) Carry on propaganda or otherwise attempt to influence legislation, except as permitted by Section 501(h) of the Internal Revenue Code; (c) Participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office; (d) Allow any part of its net earnings to inure to the benefit of any private shareholder or individual; (e) Operate for the benefit of private interests, except as incidental to its exempt purposes.

Upon dissolution of the Organization, all remaining assets shall be distributed to one or more qualifying exempt organizations selected by the Board of Directors, in accordance with Article XII of these Bylaws.

ARTICLE II: MEMBERSHIP

Section 2.01: Membership Structure

The Organization shall have no voting members. All governance authority is vested in the Board of Directors as described in Article III.

Section 2.02: Non-Voting Affiliates

The Board may establish categories of non-voting affiliates, advisors, or fellows who may participate in Organization activities and provide input to the Board, but who shall have no voting rights in Board matters. The rights, responsibilities, and qualifications of such affiliates shall be determined by Board policy.

ARTICLE III: BOARD OF DIRECTORS

Section 3.01: General Powers

All corporate powers shall be exercised by or under the authority of the Board of Directors. The Board shall oversee the affairs of the Organization, establish strategic direction, approve major policies, and ensure the Organization operates in accordance with its mission and applicable law.

Section 3.02: Number and Composition

The Board of Directors shall consist of no fewer than [THREE (3)] and no more than [NINE (9)] Directors. Within these limits, the Board may fix the exact number of Directors by resolution. The Board shall strive to maintain diverse representation across relevant expertise areas including: technology, civic/government affairs, nonprofit governance, finance, and community organizing.

Section 3.03: Qualifications

Directors must: (a) Be individuals at least eighteen (18) years of age; (b) Demonstrate commitment to the Organization’s mission; (c) Satisfy any additional qualifications established by Board policy; (d) Not be employees of the Organization (with the exception of the Executive Director, who may serve as an ex-officio, non-voting Director if the Board so determines).

Section 3.04: Election and Terms

(a) Initial Directors: The incorporator(s) shall appoint the initial Board of Directors, who shall serve until the first annual meeting or until their successors are elected.

(b) Subsequent Elections: Directors shall be elected by majority vote of the Directors then in office at any duly convened meeting of the Board. The Board shall establish a Nominating Committee responsible for identifying and vetting candidates.

(c) Terms: Each Director shall serve a term of [THREE (3)] years, or until their successor is elected and qualified. Directors may serve up to [TWO (2)] consecutive full terms, after which they must rotate off the Board for at least [ONE (1)] year before becoming eligible for re-election.

(d) Staggered Terms: To ensure continuity, Directors shall be divided into classes with staggered terms as nearly equal in number as possible.

Section 3.05: Resignation and Removal

(a) Resignation: Any Director may resign at any time by delivering written notice to the Chair of the Board, the Secretary, or the Board. Such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt.

(b) Removal: Any Director may be removed, with or without cause, by a two-thirds (2/3) vote of the Directors then in office at a duly convened meeting. A Director who fails to attend [THREE (3)] consecutive regular Board meetings without excuse acceptable to the Board may be deemed to have resigned.

Section 3.06: Vacancies

Any vacancy occurring on the Board by reason of resignation, removal, death, or otherwise may be filled by majority vote of the remaining Directors, even if less than a quorum. A Director elected to fill a vacancy shall serve the unexpired term of their predecessor.

Section 3.07: Regular Meetings

The Board shall hold at least [FOUR (4)] regular meetings per year. The time and place of regular meetings shall be determined by the Board or the Chair. Notice of regular meetings shall be given at least [FIFTEEN (15)] days in advance, unless waived by all Directors.

Section 3.08: Special Meetings

Special meetings of the Board may be called by the Chair, the Executive Director, or by any [TWO (2)] Directors. Notice of special meetings, stating the date, time, place, and purpose, shall be given at least [SEVEN (7)] days in advance, unless waived by all Directors.

Section 3.09: Meeting Participation

Directors may participate in and act at any meeting through the use of conference telephone, video conference, or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such manner shall constitute presence in person at the meeting.

Section 3.10: Quorum

A majority of the number of Directors fixed by these Bylaws or Board resolution shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting, a majority of the Directors present may adjourn the meeting to a future date.

Section 3.11: Voting

(a) Each Director shall have one vote. (b) The affirmative vote of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board, unless these Bylaws or applicable law require a greater vote. (c) Action may be taken by the Board without a meeting if all Directors consent in writing or by electronic transmission. Such consent shall have the same effect as a unanimous vote at a meeting.

Section 3.12: Compensation

Directors shall not receive compensation for their services as Directors. Directors may be reimbursed for reasonable expenses incurred in the performance of their duties, provided such reimbursement is approved in accordance with Organization policy.

Section 3.13: Committees of the Board

(a) Executive Committee: The Board may designate an Executive Committee consisting of at least three (3) Directors, including the Chair, Treasurer, and Secretary. The Executive Committee may exercise such powers as delegated by the Board, except those reserved to the full Board by law or these Bylaws. All actions of the Executive Committee shall be reported to the full Board at the next meeting.

(b) Other Committees: The Board may establish such other standing or special committees as it deems necessary or appropriate. Committee members need not be Directors, but any committee exercising Board authority must consist solely of Directors.

(c) Committee Charters: Each committee shall operate under a written charter approved by the Board, which shall specify the committee’s purpose, composition, authority, and reporting requirements.

ARTICLE IV: OFFICERS

Section 4.01: Officers

The officers of the Organization shall be: (a) Chair of the Board (may also be titled “President”); (b) Secretary; (c) Treasurer; (d) Such other officers as the Board may from time to time determine.

No individual may hold more than one of the offices of Chair, Secretary, and Treasurer simultaneously.

Section 4.02: Election and Terms

Officers shall be elected annually by the Board from among the Directors at the first regular meeting following the annual meeting of the Board. Each officer shall serve a one-year term or until their successor is elected and qualified. Officers may be re-elected for successive terms without limit.

Section 4.03: Removal and Vacancies

Any officer may be removed, with or without cause, by majority vote of the Directors then in office. Any vacancy in any office may be filled by the Board for the unexpired portion of the term.

Section 4.04: Chair of the Board

The Chair of the Board shall: (a) Preside at all meetings of the Board and Executive Committee; (b) Serve as the principal volunteer leader of the Organization; (c) Serve as an ex-officio member of all committees, unless otherwise provided; (d) In coordination with the Executive Director, set agendas for Board meetings; (e) Perform such other duties as may be prescribed by the Board.

Section 4.05: Secretary

The Secretary shall: (a) Ensure that accurate minutes are kept of all Board and Executive Committee meetings; (b) Ensure that all notices are duly given in accordance with these Bylaws; (c) Be custodian of the corporate records and the seal of the Organization, if any; (d) Maintain a current roster of Directors and officers; (e) Perform such other duties as may be prescribed by the Board or Chair.

Section 4.06: Treasurer

The Treasurer shall: (a) Serve as Chair of the Finance Committee, if any; (b) Oversee the management and investment of Organization funds; (c) Ensure that accurate financial records are maintained; (d) Present financial reports to the Board at each regular meeting; (e) Ensure that an annual audit or review is conducted by an independent accountant; (f) Perform such other duties as may be prescribed by the Board or Chair.

The Board may appoint an Assistant Treasurer or delegate day-to-day financial management to the Executive Director or staff, but ultimate oversight responsibility remains with the Treasurer.

Section 4.07: Other Officers

Other officers shall perform such duties as prescribed by the Board or by the officer’s job description.

ARTICLE V: EXECUTIVE DIRECTOR

Section 5.01: Appointment

The Board shall appoint an Executive Director who shall serve as the chief executive officer of the Organization. The Executive Director need not be a Director, but may serve as an ex-officio, non-voting Director if the Board so determines.

Section 5.02: Responsibilities

The Executive Director shall: (a) Serve as the chief executive officer responsible for day-to-day operations; (b) Implement policies and programs established by the Board; (c) Hire, supervise, and terminate staff and contractors, subject to the Delegation of Authority Matrix; (d) Manage the Organization’s budget and resources; (e) Report regularly to the Board on operations, finances, and strategic matters; (f) Serve as the primary spokesperson for the Organization; (g) Execute contracts and agreements within delegated authority limits; (h) Ensure compliance with all applicable laws and regulations; (i) Perform such other duties as may be prescribed by the Board.

Section 5.03: Evaluation

The Board shall conduct an annual performance evaluation of the Executive Director. The evaluation shall be conducted by the Chair or a designated committee and shall include review of progress toward organizational goals.

Section 5.04: Removal

The Executive Director may be removed by majority vote of the Directors then in office. The Executive Director shall be given [THIRTY (30)] days’ written notice of any proposed removal, unless the Board determines that immediate removal is necessary to protect the Organization’s interests.

ARTICLE VI: FINANCIAL ADMINISTRATION

Section 6.01: Fiscal Year

The fiscal year of the Organization shall be [JANUARY 1 – DECEMBER 31] unless otherwise determined by the Board.

Section 6.02: Annual Budget

The Executive Director shall prepare and submit to the Board for approval an annual operating budget before the beginning of each fiscal year. The Board may modify the budget as it deems appropriate.

Section 6.03: Budget Administration

The Executive Director is authorized to make expenditures within the approved budget. Expenditures exceeding budget line items by more than [TEN PERCENT (10%)] or [TEN THOUSAND DOLLARS ($10,000)], whichever is less, require prior Board approval.

Section 6.04: Audit

The Board shall cause an annual audit of the Organization’s financial statements to be conducted by an independent certified public accountant. The Treasurer shall present the audited financial statements to the Board for approval.

Section 6.05: Financial Controls

The Organization shall maintain adequate internal controls over financial transactions, including: (a) Segregation of duties among staff handling financial transactions; (b) Dual authorization for expenditures above specified thresholds; (c) Regular reconciliation of bank accounts; (d) Protection of assets through appropriate insurance coverage.

ARTICLE VII: MEETINGS AND VOTING PROCEDURES

Section 7.01: Notice

(a) Written or electronic notice of all meetings shall be given to each Director at their address or email as shown on Organization records. (b) Notice shall state the date, time, place (or electronic access information), and, for special meetings, the purpose. (c) A Director’s attendance at a meeting constitutes waiver of notice unless the Director attends solely to object to the transaction of business due to lack of notice.

Section 7.02: Waiver of Notice

(a) Any Director may waive notice of any meeting before or after the meeting. (b) Such waiver must be in writing or electronic form, signed by the Director entitled to notice, and filed with the minutes or corporate records.

Section 7.03: Quorum

(a) A quorum at any Board meeting shall be a majority of the Directors then in office. (b) Once a quorum is established, it shall not be broken by the withdrawal of Directors.

Section 7.04: Voting

(a) Each Director shall be entitled to one vote on each matter submitted to a vote. (b) Voting by proxy is not permitted. (c) Unless otherwise specified, matters shall be decided by majority vote of Directors present at a meeting at which a quorum exists. (d) The Chair shall vote only to break a tie, unless otherwise required by law.

Section 7.05: Action Without Meeting

Any action required or permitted to be taken at a meeting may be taken without a meeting if all Directors consent in writing or by electronic transmission. Such consent shall be filed with the minutes and have the same effect as a unanimous vote.

Section 7.06: Minutes

Minutes shall be kept of all Board and committee meetings and shall include: (a) Date, time, and place of the meeting; (b) Directors present and absent; (c) Principal matters discussed and decisions made; (d) Records of all votes taken; (e) Any conflicts of interest disclosed and how they were handled.

ARTICLE VIII: CONFLICTS OF INTEREST

Section 8.01: Policy Adoption

The Organization shall adopt and maintain a Conflict of Interest Policy consistent with the requirements of the Internal Revenue Service for 501(c)(3) organizations. The current version of such policy is incorporated by reference as if fully set forth herein.

Section 8.02: Duty to Disclose

Each Director, officer, and key employee has a duty to: (a) Disclose any actual, potential, or apparent conflict of interest; (b) Abstain from voting on any matter in which they have a conflict; (c) Recuse themselves from discussion of such matters unless specifically requested to provide information.

Section 8.03: Annual Statements

All Directors, officers, and key employees shall complete and sign an annual conflict of interest disclosure statement.

ARTICLE IX: INDEMNIFICATION

Section 9.01: General

The Organization shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that such person is or was a Director, officer, employee, or agent of the Organization, to the fullest extent permitted by applicable law.

Section 9.02: Insurance

The Organization may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the Organization against any liability asserted against such person, whether or not the Organization would have the power to indemnify such person.

ARTICLE X: DOCUMENT RETENTION

Section 10.01: Policy Adoption

The Organization shall adopt and maintain a Document Retention and Destruction Policy consistent with applicable legal requirements. The current version of such policy is incorporated by reference.

ARTICLE XI: AMENDMENT

Section 11.01: Amendment of Bylaws

These Bylaws may be amended or repealed, and new Bylaws may be adopted, by a two-thirds (2/3) vote of the Directors then in office at any duly convened meeting, provided that notice of the proposed amendment shall have been included in the notice of such meeting or given to all Directors at least [SEVEN (7)] days prior to the meeting.

Section 11.02: Amendment of Articles of Incorporation

The Articles of Incorporation may be amended only by the affirmative vote of at least two-thirds (2/3) of the Directors then in office, subject to approval by the appropriate state authority.

ARTICLE XII: DISSOLUTION

Section 12.01: Voluntary Dissolution

The Organization may be dissolved only by a three-fourths (3/4) vote of the Directors then in office at a duly convened meeting called for that purpose.

Section 12.02: Distribution of Assets

Upon dissolution or winding up of the Organization, after paying or adequately providing for debts and obligations, the remaining assets shall be distributed to one or more exempt organizations: (a) Organized and operated exclusively for charitable, educational, or scientific purposes; (b) Qualified as exempt under Section 501(c)(3) of the Internal Revenue Code (or corresponding provisions of future law); (c) Selected by the Board of Directors at or before dissolution.

Under no circumstances shall any assets be distributed to private individuals or for private benefit.

Section 12.03: Compliance with Law

All dissolution proceedings shall be conducted in accordance with the laws of [STATE OF INCORPORATION] and the Internal Revenue Code.

ARTICLE XIII: MISCELLANEOUS

Section 13.01: Corporate Seal

The Organization may, but need not, adopt a corporate seal. If adopted, the seal shall be in such form as the Board may determine.

Section 13.02: Execution of Instruments

Contracts, deeds, and other instruments may be executed on behalf of the Organization by the Executive Director or such other officers or agents as the Board may designate. The Board may authorize the use of facsimile signatures.

Section 13.03: Construction

These Bylaws shall be construed in accordance with the laws of [STATE OF INCORPORATION].

Section 13.04: Severability

If any provision of these Bylaws is held invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions, and these Bylaws shall be construed as if such invalid provision had never been contained herein.

CERTIFICATION

These Bylaws were adopted by the Board of Directors of [CIVICOS INSTITUTE] on [DATE], and amended on the dates noted below:

Adopted: _________ [DATE]

Amended: _________ [DATE]

Amended: _________ [DATE]

Amended: _________ [DATE]

[NAME] Secretary

IMPLEMENTATION NOTES

  1. Filling in Brackets: Replace all [BRACKETED] placeholders with organization-specific information before adoption.

  2. State Law Compliance: Have an attorney review these Bylaws against the specific nonprofit corporation statutes of your state of incorporation. State law may require modifications.

  3. IRS Filing: Submit these Bylaws with your Form 1023 or 1023-EZ application for 501(c)(3) status.

  4. Regular Review: Schedule a review of these Bylaws every three (3) years or whenever there is a significant change in operations or law.

  5. Committee Charters: Develop detailed charters for each Board committee referenced in Article III, Section 3.13.

  6. Policies: Develop supporting policies referenced herein (Conflict of Interest, Document Retention, Delegation of Authority, etc.) concurrently with Bylaws adoption.