Add Bylaws of Haskell.org, Inc.
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bylaws/Bylaws_of_Haskell.org_Inc.md
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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:
In furtherance of the foregoing purposes, the Corporation shall have all the general powers enumerated in Section 202 of the N-PCL and such other powers as are now or hereafter permitted by law for a corporation organized for the foregoing purposes, including, without limitation, the power to (a) solicit grants and contributions for any corporate purpose, (b) maintain a fund or funds of real and/or personal property in furtherance of such purposes, and (c) organize one or more partially- or wholly- owned organizations.
(a) the Corporation is not formed for and shall not be conducted nor operated for pecuniary profit or financial gain, and no part of its assets, income or profit shall be distributed to or inure to the benefit of any director, officer or other private individual or individuals, provided that nothing herein shall prevent the Corporation from paying reasonable compensation to any person for services rendered to or for the Corporation in furtherance of one or more of its purposes;<br/>
(b) no substantial part of the activities of the Corporation shall be devoted to the carrying on of propaganda or otherwise attempting to influence legislation, except to the extent permitted by the Code, whether pursuant to an election under Section 501(h) or otherwise, and no part of the activities of the Corporation shall be devoted to participating or intervening in, including the publication or distribution of statements regarding, any political campaign on behalf of or in opposition to any candidate for public office, and the Corporation will not engage in any other activities that would cause it to be characterized as an “action organization” as defined in Treasury Regulation § 1.501(c)(3)-1, promulgated under the Code; and<br/>
(c) the Corporation shall not engage in or include among its purposes any activities not permitted to be carried on by either a corporation exempt from federal income taxation under Section 501(c)(3) of the Code or a corporation to which contributions are deductible under Section 170(c)(2) of the Code.
The board of directors may approve classes of non-voting affiliates with rights, privileges, and obligations established by the board. Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the corporation. The board, a designated committee of the board, or any duly elected officer in accordance with board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations. At the discretion of the board of directors, affiliates may be given endorsement, recognition and media coverage at fundraising activities, clinics, other events or at the corporation website. Affiliates have no voting rights, and are not members of the corporation.
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.
The board of directors may alter or end the term of a director by a 2/3 majority vote, provided that the director whose term is altered or ended is given written notice pursuant to the [Notice for Meetings](#45-notice-for-meetings) section, below, that such a vote will be held and is given the opportunity to be heard at that meeting. Such notice and hearing shall not be required for any director who has been absent and unexcused from 25% or more meetings of the board of directors in the twelve month period prior to the vote on removal. Excuses for absence of directors other than the board chair may be granted by the board chair; excuses for absence of the board chair may be granted by the board vice chair.
In order to be eligible to serve as a director on the board of directors, the individual must be of the age of majority in both the state of New York and their place of residence, and their directorship must not be legally prohibited by the laws of the state of New York or those of their place of residence.
Board meetings shall be held upon ten (10) days notice by first-class mail, four (4) days notice by electronic mail, or forty-eight (48) hours notice delivered personally or by telephone. If sent by mail or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system. Notice by telephone is effective only if the director or their designated agent answers the phone personally; voicemail and similar services shall not be effective. Notice of meetings shall specify the day and hour of the meeting as well as the place of the meeting, if an in-person meeting, or clear instructions for connecting to the meeting, if a virtual meeting. The purpose of the meeting need not be specified. All directors must keep the Secretary informed of their current postal address, telephone number, and email address at all times, so that they can be notified according to the above procedures.
Any director may waive notice of any meeting, in accordance with New York law. A director’s presence at a meeting shall constitute waiver of notice for that meeting, unless that director explicitly notes their refusal to waive notice during the meeting, prior to participating in any votes during that meeting.
Except as required otherwise by law, the Certificate of Incorporation, or these Bylaws, directors may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.
Directors are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the board [Conflict of Interest policy](../policies/conflict-of-interest.md) and state law.
Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if a proposed decision is sent in writing (including email) to the Directors and that decision is approved by the Directors by a vote according to the normal procedures as specified in these Bylaws. For the purposes of an asynchronous vote, the number of votes in favor required shall be the same as if the vote were carried out at a meeting with all Directors present. The Secretary shall notify the board any time such a decision is made.
The board of directors may, by the resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution, may:
The board officers of the corporation shall be chosen by, and serve at the pleasure of, the board of directors. Each officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. The board may also appoint vice-chairs and such other officers as it deems expedient for the proper conduct of the business of the corporation, each of whom shall have such authority and shall perform such duties as the board of directors may determine. One person may hold two or more board offices, but no board officer may act in more than one capacity where action of two or more officers is required.
The board of directors may remove an officer at any time, with or without cause and with or without providing any stated reason. Any officer may resign at any time by giving written notice to the Secretary without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
The board chair shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the board of directors, and shall perform all other duties incident to the office or properly required by the board of directors. The board chair shall be the primary point of contact for reporting ethics violations as described in the [Codes of Ethics and Whistleblower Policy](#10-codes-of-ethics-and-whistleblower-policy) section, below.
In the absence or disability of the board chair, the vice-chair shall perform the duties of the board chair. When so acting, the vice-chair shall have all the powers of and be subject to all the restrictions upon the board chair. The vice-chair shall have such other powers and perform such other duties prescribed for them by the board of directors or the board chair. The vice chair shall be the secondary point of contact for reporting ethics violations as described in the [Codes of Ethics and Whistleblower Policy](#10-codes-of-ethics-and-whistleblower-policy) section, below.
The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of the board of directors. The minutes of each meeting shall state the date and place or communication channel in which it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The secretary shall obtain Conflict of Interest Disclosure Statements from all people covered by the Conflict of Interest Policy periodically as that Policy prescribes. The secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or the board chair. The secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary.
The treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation. The treasurer shall oversee and keep the board informed of the financial condition of the corporation and of audit or financial review results. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the board of directors on a timely basis or as may be required by the board of directors. The treasurer shall perform all duties properly required by the board of directors or the board chair. The treasurer may appoint, with approval of the board, a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer.
Except as otherwise provided by resolution of the board or board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the treasurer or other persons to whom the corporation has delegated authority to execute such documents in accordance with policies approved by the board.
All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the board.
The corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which that director was a party by virtue of being or having been a director of the corporation against reasonable expenses incurred by them in connection with the proceedings.
The corporation shall indemnify a director or former director made a party to a proceeding by virtue of being or having been a director of the corporation, against liability incurred in the proceeding, if the determination to indemnify them has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.
Expenses 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, as authorized by the board of directors in the specific case, upon receipt of (I) a written affirmation from the director, officer, employee or agent expressing a good faith belief that they are entitled to indemnification as authorized in this [Contracts, Checks, Loans, Indemnification, and Related Matters](#7-contracts-checks-loans-indemnification-and-related-matters) section, and (II) an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that they are entitled to be indemnified by the corporation in these Bylaws.
An officer of the corporation who is not a director is entitled to mandatory indemnification under this [Contracts, Checks, Loans, Indemnification, and Related Matters](#7-contracts-checks-loans-indemnification-and-related-matters) section to the same extent as a director. The corporation may also indemnify and advance expenses to an employee or agent of the corporation who is not a director, consistent with New York Law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the board or by contract.
These Bylaws are written using the Markdown textual document format, which is intended to be rendered into a final document by automated tools. Only the content of the final rendered document shall have legal effect; comments, formatting, the introductory YAML block, and other syntactic structures in the original source code for these Bylaws shall not affect in any way the meaning or interpretation of these Bylaws, even if such comments include information about the authors' intent or the drafting process.
The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its board of directors, a record of all actions taken by board of directors without a meeting, and a record of all actions taken by committees of the board. In addition, the corporation shall keep a copy of the corporation’s Certificate of Incorporation and Bylaws as amended to date.
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.
(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).
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.
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.
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.
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.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.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.
The board chair or vice chair shall notify the sender and acknowledge receipt of the reported violation or suspected violation within fifteen business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation.