The name of this corporation shall be Haskell Foundation, Inc. In addition to that name, the business of the corporation may also be conducted as Haskell Foundation or The Haskell Foundation.
The name of this corporation shall be Haskell.org, Inc. In addition to that name, the business of the corporation may also be conducted as Haskell Foundation or The Haskell Foundation.
# 2. Purposes and Powers
[comment]:<>(This "purposes and powers" shouldn't be changed, because it's what we had on our Certificate of Incorporation. This language is very formulaic, because the U.S. federal tax authority needs to approve it in order to get us our tax exemption.)
Haskell Foundation, Inc. (the "Corporation") is organized and shall be operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). The Corporation is formed to promote scientific progress and education relating to the Haskell programming language and related technologies, and the Corporation shall undertake the following activities in furtherance of that purpose:
Haskell.org, Inc. (the "Corporation") is organized and shall be operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). The Corporation is formed to promote scientific progress and education relating to the Haskell programming language and related technologies, and the Corporation shall undertake the following activities in furtherance of that purpose:
(a) conducting and encouraging scientific research into the theory and practice of programming language design and implementation in relation to the Haskell programming language;<br/>
(b) producing and maintaining software, including compilers and associated tools, that supports continued research and the application of that research in the Haskell community;<br/>
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@@ -49,13 +49,13 @@ Any dues for affiliates shall be determined by the board of directors.
# 4. Board of Directors
## 4.1. Number of Directors
Haskell Foundation, Inc. shall have a board of directors consisting of at least 3 directors.
Haskell.org, Inc. shall have a board of directors consisting of at least 3 directors.
### 4.1.1. Appointment of Directors
The board may appoint additional directors, up to the maximum number of directors in office at any point in the previous 12 months, at any time with the approval of a majority of the directors then in office, regardless of their presence, absence, or abstention at any vote taken for such approval. In order to increase the size of the board of directors beyond its highest in the previous 12 months, a 2/3 majority is required. If for any reason the number of directors in office falls below 3, the directors remaining in office shall without undue delay appoint additional directors until at least 3 are in office.
## 4.2. Powers
All corporate powers shall be exercised by or under the authority of the board and the affairs of the Haskell Foundation, Inc. shall be managed under the direction of the board, except as otherwise provided by law.
All corporate powers shall be exercised by or under the authority of the board and the affairs of the Haskell.org, Inc. shall be managed under the direction of the board, except as otherwise provided by law.
## 4.3. Terms
Each director shall serve for a term beginning at their appointment or re-appointment and ending after three years or ending at such other time as may be specified by the board pursuant to the [Alteration of Terms](#431-alteration-of-terms) section, below, or until that director resigns.
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@@ -195,12 +195,12 @@ The fiscal year of the corporation shall be from January 1 to December 31 of eac
The board shall adopt and periodically review a conflict of interest policy to protect the corporation’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.
## 8.5. Nondiscrimination Policy
The officers, directors, committee members, employees, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of Haskell Foundation, Inc. not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.
The officers, directors, committee members, employees, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of Haskell.org, Inc. not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.
# 9. Transparency and Accountability
## 9.1. Purpose
By making full and accurate information about its mission, activities, finances, and governance publicly available, Haskell Foundation, Inc. practices and encourages transparency and accountability to the general public. This policy will:
By making full and accurate information about its mission, activities, finances, and governance publicly available, Haskell.org, Inc. practices and encourages transparency and accountability to the general public. This policy will:
(a) indicate which documents and materials produced by the corporation are presumptively open to staff and/or the public
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@@ -211,41 +211,41 @@ By making full and accurate information about its mission, activities, finances,
The details of this policy are as follow:
## 9.2. Financial and IRS documents (The form 1023 and the form 990)
Haskell Foundation, Inc. shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge.
Haskell.org, Inc. shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge.
## 9.3. Means and Conditions of Disclosure
Haskell Foundation, Inc. shall make “Widely Available” the aforementioned documents on or linked from its website, haskell.foundation, to be viewed and inspected by the general public.
Haskell.org, Inc. shall make “Widely Available” the aforementioned documents on or linked from its website, haskell.foundation, to be viewed and inspected by the general public.
(a) The documents shall be posted in a format that allows an individual using the Internet to access, download, view and print them in a manner that faithfully reproduces the image of the original document filed with the IRS (except information exempt from public disclosure requirements, such as contributor lists).
(b) The website shall clearly inform readers that the document is available and provide instructions for downloading it.
(c) Haskell Foundation, Inc. shall not charge a fee for downloading the information. Documents shall not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge).
(c) Haskell.org, Inc. shall not charge a fee for downloading the information. Documents shall not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge).
(d) Haskell Foundation, Inc. shall inform anyone requesting the information where this information can be found, including the web address. This information must be provided immediately for in-person requests and within 7 days for mailed requests.
(d) Haskell.org, Inc. shall inform anyone requesting the information where this information can be found, including the web address. This information must be provided immediately for in-person requests and within 7 days for mailed requests.
## 9.4. IRS Annual Information Returns (Form 990)
Haskell Foundation, Inc. shall submit the Form 990 to its board of directors prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the corporation’s Form 990 shall be submitted to each member of the board of director’s via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS.
Haskell.org, Inc. shall submit the Form 990 to its board of directors prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the corporation’s Form 990 shall be submitted to each member of the board of director’s via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS.
# 10. Codes of Ethics and Whistleblower Policy
[comment]:<>(Putting this in our bylaws helps us with 501(c)(3) status.)
## 10.1. Purpose
Haskell Foundation, Inc. requires and encourages directors, officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of Haskell Foundation, Inc. to adhere to all laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.
Haskell.org, Inc. requires and encourages directors, officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of Haskell.org, Inc. to adhere to all laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.
## 10.2. Reporting Violations
If any director, officer, staff or employee reasonably believes that some policy, practice, or activity of Haskell Foundation, Inc. is in violation of law, a written complaint must be filed by that person with the board chair or vice chair.
If any director, officer, staff or employee reasonably believes that some policy, practice, or activity of Haskell.org, Inc. is in violation of law, a written complaint must be filed by that person with the board chair or vice chair.
## 10.3. Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense.
## 10.4. Retaliation
Said person is protected from retaliation if they bring the alleged unlawful activity, policy, or practice to the attention of Haskell Foundation, Inc. and provides the Haskell Foundation, Inc. with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals that comply with this requirement.
Said person is protected from retaliation if they bring the alleged unlawful activity, policy, or practice to the attention of Haskell.org, Inc. and provides the Haskell.org, Inc. with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals that comply with this requirement.
Haskell Foundation, Inc. shall not retaliate against any director, officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of Haskell Foundation, Inc. or of another individual or entity with whom Haskell Foundation, Inc. has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.
Haskell.org, Inc. shall not retaliate against any director, officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of Haskell.org, Inc. or of another individual or entity with whom Haskell.org, Inc. has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.
Haskell Foundation, Inc. shall not retaliate against any director, officer, staff or employee who discloses or threatens to disclose to a supervisor or a public body, any activity, policy, or practice of Haskell Foundation, Inc. that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.
Haskell.org, Inc. shall not retaliate against any director, officer, staff or employee who discloses or threatens to disclose to a supervisor or a public body, any activity, policy, or practice of Haskell.org, Inc. that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.
## 10.5. Confidentiality
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
