DPFoundation:By-Laws/Historical By-Laws 2019-04-08
Current By-laws of the Distributed Proofreaders Foundation, Inc.
Adopted April 15, 2017 at a special email board meeting.
Board of Trustees
Section 1.1 Board of Trustees.
The activities of the Foundation shall be managed by the Board which shall consist of not less than three, and no more than twelve, Trustees (the "Board"). Each Trustee shall act in the best interests of the Foundation when conducting the business of the Foundation.
Section 1.2 Number, Classification and Term of Office.
The Board shall be divided into four (4) classes, three of them (Classes 1 through 3) containing to the extent practicable approximately the same number of Trustees, and the term of only one class of these three classes shall terminate each year on May 31. Trustees belonging to these three classes shall be elected for a term of three (3) years commencing on June 1 of the year of their election.
Exception: A Trustee may be elected during the General Election to replace a Trustee who has resigned. In that case the new Trustee’s term will comprise the remainder of the original Trustee’s term, which will be one (1) or two (2) years rather than three (3).
The fourth class (Class 4) consists of at least one trustee whose term of office is set at election by the board.
The existing Board may choose, by two-thirds (2/3) vote, to expand or contract the number of Board members, so long as the total remains greater than or equal to 4 and less than or equal to 12. The decision of the Board has to designate how many of the seats belong to the fourth class. The board may not expand the seats in the fourth class above one third of the total seats in classes 1 through 3.
Exception: If a Trustee resigns or is removed from the Board, the Board shall decide, by a majority vote of all Trustees then serving on the Board, whether to replace that Trustee for the remainder of the Board year.
Section 1.3 Election Committee.
The president shall, with the advice and consent of the Board, appoint an Election Committee of one or more additional members of the Board to select new Trustees annually. To select candidates for Trustees of Classes 1 through 3 the Election Committee shall organize and conduct a separate election as described in Article II below. The selection of candidates for a Trustee of Class 4, when necessary, is at the discretion of the Election Committee.
Section 1.4 Removal.
Any Trustee may be removed for cause in accordance with Section 3.5 of Article III hereof.
Section 1.5 Vacancies.
If a Trustee resigns or is removed from the Board, the Board may choose to replace that Trustee. If the Board decides to replace the Trustee, the Election Committee will propose a candidate to fill the vacancy, and the members of the Board will vote at the next regular or special meeting of the Board that occurs after the candidate is proposed. If elected, the new Trustee's term begins immediately, and ends after the next general election of Trustees, on May 31 when the newly elected Trustees join the Board.
Section 1.6 Trustee Term Limits.
No Trustee of Classes 1 through 3:
(1) may serve more than eight consecutive years;
(2) may stand for reelection if he or she has already served more than five consecutive years.
Exception: If, when a Trustee resigns, the Board selects and elects a replacement Trustee for the remainder of the Board year as detailed in Section 1.5 Vacancies (above), the replacement Trustee is subsequently re-elected to the Board during the next general election of Trustees, the partial year already served shall not be counted as part of that Trustee’s consecutive service. The consecutive service starts with the election to the Board during the general election.
After one year has elapsed from the end of a former Trustee's service as a Trustee, the former Trustee may be eligible for additional service, presuming other qualifications are met (see Section 2.5).
This term limit does not apply for trustees of the fourth class.
Section 1.7 Ex Officio Trustees.
The authority of Ex Officio Trustees provided in these By-Laws or by separate resolution of the Board is limited so that they have no vote in any Board meeting and may be excluded from participating in or attending all or designated portions of any Board meeting where it would, in the sole discretion and determination of the Chair, be inappropriate for the Ex Officio Trustee(s) to do so.
Election of Trustees
Section 2.1 Election by the Board.
The Trustees are elected by the Board. For the general election (Section 2.6) of Trustees for terms starting on June 1 (Section 1.2, classes 1 through 3) the Election Committee shall prepare the election by a voting process among those volunteers who have actively participated in the work of the Foundation within the recent past. "Active Participation" and "Recent Past" will be defined by the Board of Trustees of the Foundation as per section 2.2 and 2.3. Section 2.8 describes the election procedures related to trustees in the fourth class.
Section 2.2 Active Participation.
The Board shall define, from time to time and as necessary, the requirements for Active Participation in the work of the Foundation. The definition of "Active Participation" shall be recorded in the minutes of each Board meeting at which it is changed. The current definition of "Active Participation" shall also be made publicly and easily accessible.
Section 2.3 Recent Past.
Volunteers must have demonstrated Active Participation, as per Section 2.2, within the "Recent Past". The Board shall define, from time to time and as necessary, the time period considered to be "Recent Past". That time period shall not be less than one (1) month prior to the definition nor more than twelve (12) months prior to the definition. The Board may, however, define "Recent Past" to be any length of time within those parameters. The definition of "Recent Past" shall be recorded in the minutes of each Board meeting at which it is changed. The current definition of "Recent Past" shall also be made publicly and easily accessible.
Section 2.4 Unified Process.
The Election Committee shall organize a vote of the recently active volunteers on candidates for those Trustee seats that come up for regular election as per Section 1.2 and for all Trustee seats of classes 1 through 3 that have become vacant since the last general election.
Section 2.5 Candidates.
Candidates do not have to be recently active volunteers.
Prior to being approved for nomination, each candidate must agree to the provisions of the Memorandum of Understanding for DPF Trustees. Candidates who have formerly served on the Board have additional requirements in order to be eligible to serve on the Board again. They must have:
(a) Left the Board in good standing, and
(b) Continued to abide by any applicable Board policies after leaving the Board, and
(c) Provided proper turnover of information and responsibilities to the other Trustees.
Failure to abide by the Board policies in effect during the Trustee's term, or to provide proper turnover of responsibilities and information (when relevant) will disqualify the former Trustee from future service on the Board, and make them ineligible to be a candidate in any future General Election.
Section 2.6 Votes and Results.
The volunteers can vote for the candidates running and also for "none of the above". The volunteers have as many votes as seats are to be filled. In addition to "none of the above" the volunteers can vote for "nobody else", if they want to vote for fewer candidates than seats are to be filled. The Nominating Committee publishes the numbers of votes cast for every candidate, for "none of the above" and for "nobody else".
Section 2.7 General Election.
The Board is committed to elect candidates that have gotten the majority of votes from the volunteers and who have more votes than "none of the above" and "nobody else" combined. Candidates not meeting these conditions cannot be elected as Trustees in classes 1 through 3. If seats with different terms are to be filled, the candidates can choose which seat they want to fill, starting with the candidate that has the most votes.
If a candidate declines taking a seat after the election, the Board elects the eligible candidate with the next highest number of votes.
If fewer candidates have more votes than "none of the above" and "nobody else" combined than there are seats up for election, those seats will be considered vacant per section 1.5 and the Board may choose to fill them as provided in that section.
After the general election concludes, and the selected candidates have confirmed their willingness to serve as Trustees, the Board shall have a special meeting sometime before May 31. At that meeting the current Trustees shall elect the selected candidates to the Board, with terms to start on June 1.
Section 2.8 Election of Trustees of the Fourth Class.
For the fourth class of trustees there is no voting process among the volunteers. The board elects a trustee on vacancy of a position in this class with a majority of two thirds of all voting trustees at the time of the vote. The term of an elected trustee has to be set prior to the election.
Meeting of the Board of Trustees
Section 3.1 Annual Organizational Meeting.
A regular meeting of the Board for the election of trustees and officers and such other business as may come before the meeting shall be held during June of each year for the purposes of electing officers of the Foundation and the transaction of such other business as may properly come before it.
Section 3.2 Regular Meetings.
The Trustees, in addition to the annual organizational meeting, shall hold such other meetings at such times and by such methods as may be determined by the Chair of the Board.
Section 3.3 Notice and Waivers of Notice of Meetings; Adjournments.
The Secretary, upon not less than ten nor more than sixty days before any regular meeting of the Board of Trustees, shall cause to be furnished to each Trustee, either by ordinary mail, electronic mail or telephone, notice of the time and meeting method. Notice of an adjourned meeting need not be given if the time and method are fixed at the meeting adjourning and if the period of adjournment does not exceed ten days in any one adjournment. Such notice shall be provided in a manner that is designed reasonably to insure that notice of such regular meeting is provided to the entire Board of Trustees.
Section 3.4 Special Meetings of the Board.
Special meetings of the Board for any purpose or purposes may be called at any time by the president or by a majority of the trustees. Such meetings shall be held upon not less than two (2) days notice.
Section 3.5 Quorum and Voting.
A quorum of the Board of Trustees shall be necessary in order to transact business. A quorum shall consist of a majority of the total number of the Trustees then in office. At each meeting of the Board, each Trustee shall be entitled to one (1) vote. All matter before any meeting of the Board shall be decided by the affirmative vote of a majority of the Trustees present and eligible to vote, except that the following actions may only occur upon the affirmative vote of two-thirds (2/3) or more of those voting and the majority of the number of Trustees then in office, and provided that written notices of such actions is set forth in the notice of such meeting:
(a) The discontinuance of operations of the Distributed Proofreaders Foundation;
(b) The removal with cause of any Officer or Trustee of the Foundation;
(c) Any purchase, acquisition or lease of real property;
(d) Incurring any debt;
(e) The expenditure of money outside of the ordinary course of business or in an aggregate amount in any fiscal year which would cause the total expenditure for that fiscal year to exceed ten percent (10%) of the annual budget;
(f) The grant of any lien or encumbrance on or against any of the Foundation's assets;
(g) The guaranty by the Foundation of any third party's debt or obligation, or the execution and delivery by the Foundation of any suretyship contract or agreement, or similar such action;
(h) A change in the Foundation's status to anything other than non-profit and tax exempt;
(i) The acquisition of all or substantially all of the assets and business of any third party, the sale of all or substantially all of the assets and business of the Foundation, or the merger of the Foundation with or into or consolidation with a third party;
(j) Any amendment to these by-laws or the Certificate of Incorporation.
Section 3.6. Action Without Meeting.
The Board or any committee of the Board may act without a meeting if, prior or subsequent to such action, each trustee or committee member shall consent in writing to such action. Such written consents shall be filed with the minutes of the meeting.
Section 3.7. Meeting by Email or Telephone.
The Board or a committee of the Board may participate in a meeting, by means of a telephone conference call, electronically or any other means of communication by which all persons participating in the meeting are able to communicate with each other or hear each other.
Section 4.1 Officers.
At each annual meeting, the Board shall elect a president, a treasurer, a secretary, and such other officers as it shall deem necessary. The president and the secretary must be Trustees, not so other officers. Any two or more offices may be held by the same person but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by these by-laws to be executed, acknowledged or verified by two or more officers. The Board, by resolution adopted by a majority of the entire Board, may remove any officers, with or without cause.
The duties and authority of the officers shall be determined from time to time by the Board, and listed in the Foundation's documentation. Subject to any such determination, the officers shall have the following duties and authority:
(a) The president shall be chief executive officer of the Foundation, shall have general charge and supervision over and responsibility for the affairs of the Foundation, and shall preside, as Chair, at all meetings of the Board. Unless otherwise directed by the Board, all other officers shall be subject to the authority and the supervision of the president. The president may enter into and execute in the name of the Foundation contracts or other instruments not in the regular course of business which are authorized, either generally or specifically, by the Board. The president shall have the general powers and duties of management usually vested in the office of president of a corporation. The president may delegate from time to time to any other officer, any or all of such duties and authority.
(b) The vice president, if elected, shall have such duties and possess such authority as may be delegated to the vice president by the president.
(c) The treasurer shall have the custody of the funds and securities of the Foundation and shall keep or cause to be kept regular books of account for the Foundation. The treasurer shall perform such other duties and possess such other powers as are incident to the office or as shall be assigned by the president or the Board.
(d) The secretary shall cause notices of all meetings to be served as prescribed in these by-laws and shall keep or cause to be kept the minutes of all meetings of the Board. The secretary shall perform such other duties and possess such powers as are incident to the office or as shall be assigned by the president or the Board.
Section 4.2. General Manager.
The Board shall appoint a General Manager (GM) for the management of all day-to-day Distributed Proofreaders operations relating to the production of e-books. The procedural rules relating to the appointment and dismissal of the GM, and the job description setting forth the GM's powers and duties, must be adopted by majority vote of the Board. The GM is a non-voting Ex-Officio Trustee in accordance with section 1.7. If there is no GM, the Board has to secure continuity by appointing a person or body as an Interim GM to be responsible for the day-to-day operations until a new GM is chosen and has begun work.
The Board may not appoint a current Trustee as the GM, unless that Trustee first resigns from the Board. The GM may not be elected as a Trustee by the Board to replace a Trustee who has resigned, nor run for election as a Trustee during the general election, without first resigning the GM position. If there is no GM, and the Board appoints a current Trustee as the Interim GM, that Trustee will be prohibited from voting on Board matters (including voting on the selection of the new GM) while serving as the Interim GM. However, if that Trustee is an Officer he or she retains the duties and responsibilities of that Officer position, although unable to vote on Board matters.
Section 4.3 Absence of the President.
If the President is absent, and has not made prior arrangements for another voting Trustee to chair the meeting, the Vice-president shall perform the duties of the President at that meeting. If no Vice-president is elected or present, the duties shall be performed by the longest serving officer present, failing that by the longest serving voting trustee present.
Section 4.4 Vacancies.
From time to time it may happen than an Officer will not be able to serve until the next annual meeting. This might occur due to resignation from the Board, removal from the Board, expiration of the Trustee’s term (which always occurs on May 31), or resignation of the officer position. If this should occur, the officer position thus vacated will be automatically assumed by another Trustee until the Board can meet to elect someone else to that officer position. Such meeting will often be the annual meeting, but may be earlier in cases of resignation or removal from the Board, or resignation of the officer position. The Trustee who assumes the officer position until an election can be held shall be chosen as follows: the longest-serving Trustee remaining on the Board who is currently an officer, or the longest-serving Trustee if there are no remaining officers who are Trustees.
Section 4.5 Compensation.
Neither trustees nor officers shall receive any fee, salary or remuneration of any kind for their services as trustees and/or officers, provided, however, that trustees and officers may be reimbursed for reasonable expenses incurred with approval of the Board upon presentation of vouchers.
There shall be two (2) standing committees as follows:
The Executive committee and its chair are appointed in accordance with Section 6.1 of Article VI hereof. The members and chair of the Election Committee shall be appointed by the Chair of the Board.
The Chair of the Board shall be a member of all standing committees. The General Manager of the website shall be an ex officio member of all standing committees.
Each standing committee shall meet at the call of its chair, shall keep minutes and shall report its activities at meetings of the Board of Trustees.
A majority of the members of any committee shall constitute a quorum and be necessary to conduct business. All actions of a committee shall require a vote of a majority of such quorum.
Duties of Standing Committees
Section 6.1 Executive Committee.
This committee shall, except as prohibited by law, have power to act for the Board of Trustees between meetings of the Board and shall report action taken no later than the following meeting of the Board of Trustees. The Executive Committee shall consist of the Officers of the Foundation, all of whom shall be entitled to one (1) vote on business coming before the Committee, and the Chair of the Board shall be the Chair of the Executive Committee.
Section 6.2 Election Committee.
The responsibility of this Committee is to:
(a) nominate Trustees and Officers of the Foundation,
(b) identify and develop prospective Trustees,
(c) train newly elected Trustees, and
(d) facilitate periodic Board self-assessment.
The Election Committee shall execute its responsibilities in consideration of the skills needed to carry out the work of the Board.
Section 6.3 General.
All standing committees shall have the power to appoint sub-committees to carry on the work of such standing committee and to expend funds as have been approved by the Board of Trustees for the cost thereof.
The Chair of the Board may create such special committees as the Chair may, from time to time, deem expedient, and appoint the chairs and members thereof, who need not be members of the Board of Trustees.
Committee Authority and Operation
No special or standing committee shall:
(a) make, alter or repeal any by-law of the Foundation;
(b) elect or appoint any officer or trustee, or remove any Officer or Trustee;
(c) make any grants or distributions of funds;
(d) submit to Members any action that requires the approval of Members; or
(e) amend or repeal any resolution previously adopted by the Board.
The Board, by resolution adopted by a majority of the entire Board, may:
(a) fill any vacancy in such committee;
(b) appoint one or more persons to serve as alternate members of any such committee, to act in the absence or disability of members of any such committee with all the powers of such absent or disabled members of a committee;
(c) abolish any such committee at its pleasure; or
(d) remove any members of such committee at any time, with or without cause.
A majority of each committee shall constitute a quorum for the transaction of business and the act of the majority of the committee members present at a meeting at which a quorum is present shall be the act of such committee. Each committee shall appoint from among its members a chairman unless the resolution of the Board establishing such committee designates the chairman, in which case, in the event of a vacancy in the chairmanship, the Board shall fill the vacancy.
Actions taken at a meeting of any such committee shall be kept in a record of its proceedings which shall be reported to the Board at its next meeting following such committee meeting, except that, when the meeting of the Board is held within two days after the committee meeting, such report shall, if not made at the first meeting, be made to the Board at its second meeting following such committee meeting.
Section 9.1 Proceeding not by or in the Right of the Foundation.
The Foundation shall indemnify each current, future and past Trustee and Officer of the Foundation, and any legal representative of any of the foregoing (each an "Indemnified Party") against the Indemnified Party's reasonable costs, disbursements and counsel fees (collectively "Expenses") and against amounts paid or incurred by the Indemnified Party in satisfaction of settlements, judgments, fines and penalties (collectively "Liabilities") in connection with any pending, threatened or contemplated civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding (each a "Proceeding") involving the Indemnified Party because the Indemnified Party is or was a Trustee or Office, or the legal representative of any of the foregoing, other than a Proceeding by or in the right of the Foundation if:
(i) the Indemnified Party acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Foundation; and
(ii) with respect to any criminal proceeding, the Indemnified Party had no reasonable cause to believe the conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Indemnified Party did not meet the applicable standards of conduct set forth in clauses (i) and (ii) of this Section 9.1.
Section 9.2 Proceeding by or in the Right of the Foundation.
The Foundation shall indemnify each Indemnified Party against the Indemnified Party's Expenses in connection with any Proceeding by or in the right of the Foundation to procure a judgment in its favor which involves the Indemnified Party by reason of him or her being or having been a Trustee or Officer, or the legal representative of any of the foregoing, if the Indemnified Party acted in good faith and in a manner which the Indemnified Party reasonably believed to be in or not opposed to the best interests of the Foundation. However, in the Proceeding, no indemnification shall be provided in respect of any claim, issue or matter as to which the Indemnified Party was liable to the Foundation unless and only to the extent that the court in which the Proceeding was brought shall determine circumstances of the case, the Indemnified Party is fairly and reasonably entitled to indemnity for those Expenses as the court shall deem proper.
Section 9.3 Indemnification if Successful on the Merits.
The Foundation shall indemnify each Indemnified Party against Expenses to the extent that the Indemnified Party has been successful on the merits or otherwise in any Proceeding Referred to in Sections 9.1 and 9.2 of this Article IX or in defense of any claims, issue or matter therein.
Section 9.4 Limitations on Indemnification.
Any indemnification under Section 9.1 of this Article VIII and, unless ordered by a court, under Section 9.2 of this Article IX may be made by the Foundation only as authorized in a specific case upon a determination that the indemnification is proper in the circumstances because the Indemnified Party met the applicable standard of conduct set forth in such Sections 9.1 or 9.2. Unless otherwise provided in the Certificate of Incorporation, the determination shall be made:
(i) By the Board of Trustees or a committee thereof at a meeting in which is present a quorum determined without including Trustees who were parties to or otherwise involved in the Proceedings, acting by a majority vote of all Trustees who were not parties to or otherwise involved in the Proceeding;
(ii) if a quorum is not obtainable, or even if obtainable and the Board of Trustees or committee by a majority vote of the disinterested Trustees directs, by independent legal counsel, in a written opinion, the counsel to be designated by a majority vote of the disinterested Trustees; or
(iii) If no Trustees are disinterested, by independent legal counsel, in a written opinion, the counsel to be designated by the Foundation's outside counsel upon written request of the Board's Chair.
Section 9.5 Advance of Expenses.
Expenses incurred by an Indemnified Party in connection with a Proceeding shall be paid by the Foundation in advance of the final disposition of the Proceeding as authorized by the Board of Trustees upon receipt of an undertaking by or on behalf of the Indemnified Party to repay the amount unless it shall ultimately be determined that the Indemnified Party is entitled to be indemnified as provided in this Article IX.
Section 9.6 Indemnification Hereunder not Exclusive.
The indemnification and advancement of Expenses provided for or granted pursuant to the other Sections of this Article IX shall not exclude any other rights to which any Indemnified Party may be entitled under the Certificate of Incorporation, by agreement or otherwise; provided, that no indemnification shall be made to or on behalf of an Indemnified Party if a judgment or other final adjudication adverse to the Indemnified Party establishes that his or her acts or omissions:
(i) were in breach of his or her duty of loyalty to the Foundation,
(ii) were not in good faith or involved a knowing violation of law, or
(iii) resulted in receipt by the Indemnified Party of an improper personal benefit.
Section 9.7 Insurance.
The Foundation shall have the power to purchase and maintain insurance on behalf of any Indemnified Party against any expense incurred in any proceeding and any liabilities asserted by reason of the Indemnified Party being or having been an Indemnified Party against those expenses and liabilities under the provisions of this Article IX.
Section 9.8 Expenses if not a Party.
This Article IX does not limit the Foundation's power to pay or reimburse, and the Foundation shall pay or reimburse, Expenses incurred by an Indemnified Party in connection with the Indemnified Party's appearance as a witness in a Proceeding at a time when the Indemnified Party has not been made a party to the Proceeding.
Prohibition Against Sharing in Foundation Earnings - Dissolution
No Trustee, Officer, employee or Member, or member of a committee or person connected with the Foundation, or any other individual shall receive at any time any pecuniary profit from the operations of the Foundation; and no such individual shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Foundation. Upon such dissolution or winding up of the affairs of the Foundation, whether voluntary or involuntary, the assets of the Foundation, after all debts have been satisfied, then remaining in the hands of the Board of Trustees shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board of Trustees may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Trustees, exclusively to charitable, scientific, literary or educational organizations engaging in activities substantially similar to the Foundation which would then qualify under the provision of Section 501(c)(3) of the Internal Revenue Code, as amended, and the regulations promulgated thereunder as they now exist or as they may hereafter be amended.
Force and Effect of By-Laws
Section 11.1 Force and Effect of By-Laws.
These by-laws are subject to the provisions of the New Jersey Nonprofit Corporation Act (the "Act") and the Certificate of Incorporation as they may be amended from time to time. If any provision in these by-laws is inconsistent with a provision in the Act or the Certificate of Incorporation, the provision of the Act or the Certificate of Incorporation shall govern to the extent of such inconsistency.
Amendment to By-Laws
Section 12.1 Amendment to By-Laws.
These by-laws may be altered, amended or repealed by the Board. Notice of any such by-law change to be voted upon by the Board shall be given not less than 10 days prior to the meeting at which such change shall be proposed.
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