DPFoundation:By-Laws/Current By-Laws 2021-06-12

ARTICLE I – Board of Trustees.

Section 1 – Defined.

a. The activities of the Distributed Proofreaders Foundation, Inc. (“the Foundation”) shall be managed by the Board which shall consist of not less than four, and not more than twelve, Trustees (the "Board"). Each Trustee shall act in the best interests of the Foundation when conducting the business of the Foundation, which is set forth in the Distributed Proofreaders Mission Statement:

Distributed Proofreaders is dedicated to the preservation of written works that are in the Public Domain in the United States by converting them into high-quality, freely available digital transcriptions. This is accomplished through the efforts of a supportive community of volunteers. Distributed Proofreaders follows the principles of the American Library Association Freedom to Read statement.

Section 2 – Number, Classification and Term of Office.

a. 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.

b. The fourth class (Class 4) shall consist of at least one Trustee. The term of office for a Class 4 Trustee shall be two years.

c. The existing Board may choose, by an affirmative vote of at least two-thirds (2/3) of the total number of Trustees then in office, 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 Board must designate how many of the seats belong to the fourth class, but may not expand the number of seats in the fourth class above one-third of the total seats in classes 1 through 3.

Section 3 – Removal.

a. Any Trustee may be removed for cause, including but not limited to violation of the "best interests" clause in Article I, Section 1 or violation of the “Memorandum of Understanding for DPF Trustees”, in accordance with Section 5.b of Article III hereof.

Section 4 – Vacancies.

a. If a Trustee position becomes vacant during its term, the Board may choose at any time to appoint a new Trustee for the duration of the term or leave it vacant until the term expires. If the Board chooses to replace the Trustee, the Election Committee will nominate a candidate to fill the vacancy, and the members of the Board will vote at the next regular or special meeting of the Board on that candidate. If appointed, the new Trustee's term will begin immediately and end when the original term expires.

Section 5 – Limits on Consecutive Service.

a. Any partial term served of more than 18 months shall be considered a whole term.

b. No Trustee of Classes 1 through 3 may serve as a Trustee for more than two consecutive terms at a time. After one year has elapsed from the end of a person's previous service as a Trustee, the former Trustee may be eligible for additional service in accordance with Article II.

c. These service limits do not apply to Class 4 Trustees.

Section 6 – Ex Officio Trustees.

a. 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 President or Chair, be inappropriate for the Ex Officio Trustee(s) to do so.

ARTICLE II – Election of Trustees.

Section 1 – Definitions.

a. Board election – The official election of Class 1-3 Trustees by the Board.

b. Primary election – The election by Distributed Proofreaders (DP) volunteers of Class 1-3 Trustee candidates for final Board approval and election.

c. Actively participated – evidence of regular involvement in DP activities or forums in at least 10 of the last 12 months.

Section 2 – Candidate Eligibility.

a. Candidates for Trustees of Classes 1 through 3 must have actively participated as defined in Section 1.c of this Article, and must not have been under censure by the DP General Manager or the Board for misconduct during the prescribed period.

b. Prior to being approved for nomination, each candidate must agree to the provisions of the Memorandum of Understanding for DPF Trustees.

c. Candidates who have formerly served on the Board must have:

1. Left the Board in good standing.
2. Continued to abide by any applicable Board policies after leaving the Board.
3. Provided proper turnover of information and responsibilities to the other Trustees.

d. Failure to satisfy any requirement in Article II, Section 2.c will disqualify a person from future service on the Board, and make that person ineligible to be a candidate in any future Primary election.

Section 3 – Primary Election.

a. The Election Committee appointed pursuant to Article V, Section 2 shall have sole responsibility for managing the nomination and Primary election processes.

b. During a Primary election, each eligible DP volunteer may vote for up to as many candidates as there are positions open for election.

Section 4 – Board Election of Trustees.

a. The Board shall elect the new Trustees during a meeting in the month of May.

b. If the Primary election is held and the selected candidates have confirmed their willingness to serve as Trustees, the Board shall elect the willing candidates who have received the highest number of votes.

c. If a candidate declines taking a seat after the Primary election, the Board may elect the candidate with the next highest number of votes.

d. If no Primary election is held, the Election Committee shall present a list of all qualified candidates directly to the Board, and the Board shall elect the willing candidates from the presented list to fill available Trustee positions.

e. If fewer candidates are elected than there are seats up for election, those seats will be considered vacant per Article I, Section 4.

Section 5 – Election of Trustees of the Fourth Class.

a. For the fourth class of Trustees, there is no voting process among the volunteers. The Board shall elect a Trustee for a vacancy in this class from candidates presented by the Election Committee by the affirmative vote of at least two-thirds (2/3) of the total number of Trustees then in office.

b. Candidates for this class must meet the eligibility requirements listed in Sections 2.b and 2.c of this Article.

ARTICLE III – Meetings of the Board of Trustees

Section 1 – Meetings.

a. Annual Business Meeting – The election of Officers shall be conducted each year during a June business meeting.

b. Regular Meetings – The Trustees shall hold meetings at such times and by such methods as may be determined by the President or as requested by a majority of the Trustees.

c. Special Meetings – Special meetings may be called at any time by the President or by a majority of the trustees for any purpose or purposes. Such meetings shall be held with not less than two days’ notice given by electronic or voice communication.

Section 2 – Notice of Meetings.

a. The Secretary, upon not less than ten nor more than sixty days before any regular or annual meeting of the Board of Trustees, shall cause to be furnished to each Trustee, either by electronic or voice communications, a notice of the time and meeting method.

Section 3 – Quorum and Voting.

a. 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 matters before the Board at any meeting shall be decided by the affirmative vote of a majority of the Trustees present and eligible to vote, except as noted in Section 5.b of this Article.

b. The following actions may only occur upon the affirmative vote of at least two-thirds (2/3) of the total number of Trustees then in office, and provided that written notice of the proposed actions is set forth in the notice of such meeting:

1. The discontinuance of operations of the Distributed Proofreaders Foundation;
2. The removal with cause of any Officer or Trustee of the Foundation;
3. Any purchase, acquisition or lease of real property;
4. Incurring any debt;
5. 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;
6. The grant of any lien or encumbrance on or against any of the Foundation's assets;
7. 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;
8. A change in the Foundation's status to anything other than non-profit and tax exempt;
9. 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;
10. Any amendment to these by-laws or the Certificate of Incorporation.

ARTICLE IV – Officers.

Section 1 – Election of Officers.

a. At the annual June meeting, the Board shall elect a President, a Treasurer, a Secretary, and such other Officers as it shall deem necessary. All Officers must be Trustees. No more than two 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.

b. 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:

1. The President shall be the 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. The President may designate another Trustee to Chair a meeting in his or her absence per Article IV, Section 3. 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.
2. The Vice-President, if elected, shall have such duties and possess such authority as may be delegated to the Vice-President by the President.
3. 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 present written reports of financial activity at every regular meeting and annually. 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.
4. 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 2 – General Manager.

a. 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 a majority vote of the Board. The GM is a non-voting Ex Officio Trustee in accordance with Section 6 of Article I. If there is no GM, the Board will secure continuity by appointing an Interim GM to be responsible for the day-to-day operations until a new GM is approved and has begun work.

b. 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, nor run for election as a Trustee during the Primary 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 3 – Absence of the President.

a. 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 highest ranking Officer present as enumerated in Article IV Section 1.

Section 4 – Vacancies.

a. If the office of any Officer becomes vacant prior to an annual meeting, the position will be assumed by the highest ranking Officer present as enumerated in Article IV Section 1, or the longest-serving Trustee present if there are no remaining Officers, until the Board can elect a new Officer at its next meeting.

Section 5 – Compensation.

a. Neither Trustees nor Officers shall receive any fee, salary or remuneration of any kind for their services as Trustees and/or Officers.

b. Trustees and Officers may be reimbursed for reasonable expenses incurred with approval of the Board upon presentation of invoices or receipts.

Section 6 – Conflicts of Interest.

a. Whenever a Trustee has a financial or personal interest in any matter coming before the Board, the affected Trustee shall: a) fully disclose the nature of the interest, and b) withdraw from discussion and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when the required majority of disinterested Trustees determines that it is in the best interest of the Foundation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

ARTICLE V – Committees.

Section 1 – Executive Committee.

a. 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 President of the Foundation shall be the Chair of the Executive Committee. The General Manager shall be a non-voting member of the Executive Committee.

b. This committee shall, except as prohibited by law, have the power to act for the Board of Trustees between meetings of the Board and shall report any action taken no later than the following meeting of the Board of Trustees.

Section 2 – Election Committee.

a. The President shall, with the advice and consent of the Board, annually appoint an Election Committee of two or more Trustees who will not be running for re-election and designate its chair. The GM shall be a voting member of the committee.

b. The Election Committee shall seek and qualify, according to Article II Section 2, new self-nominated candidates for Trustees of Classes 1 through 3.

c. If the number of qualified candidates exceeds the number of positions open at the conclusion of the nomination period, the Election Committee shall prepare for a Primary election among DP volunteers who have been recently active by evidence of some DP activity in the 180 days preceding the 28-day period prior to the election.

d. If the number of qualified candidates does not exceed the number of positions open, the Election Committee may choose to forego the Primary election as moot and present the qualified candidates directly to the Board for consideration.

e. At the direction of the Board, the Election Committee shall nominate a candidate for a Trustee of Class 4.

Section 3 – General.

a. 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.

Section 4 – Special Committees.

a. The President of the Foundation shall create such special committees as the Board may, from time to time, deem expedient, and shall appoint the chairs and members thereof, who need not be members of the Board of Trustees.

Section 5 – Committee Authority.

a. No special or standing committee shall:

1. Make, alter or repeal any by-law of the Foundation.
2. Elect, appoint, or remove any Officer or Trustee.
3. Make any grants or distributions of funds.
4. Amend or repeal any resolution previously adopted by the Board.

b. A majority of each committee shall constitute a quorum for the transaction of business. All actions of a committee shall require a vote of a majority of such quorum.

c. Actions taken at a meeting of any committee shall be kept in a record of its proceedings which shall be reported to the Board.

ARTICLE VI – Indemnification.

Section 1 – Proceeding not by or in the Right of the Foundation.

a. 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:

1. 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
2. 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.

Section 2 – Proceeding by or in the Right of the Foundation.

a. 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 3 – Indemnification if Successful on the Merits.

a. 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 1 and 2 of this Article or in defense of any claims, issue or matter therein.

Section 4 – Limitations on Indemnification.

a. Any indemnification under Section 1 of this Article and, unless ordered by a court, under Section 2 of this Article 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 1 or 2. Unless otherwise provided in the Certificate of Incorporation, the determination shall be made:

1. 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;
2. 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
3. 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 5 – Advance of Expenses.

a. 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.

Section 6 – Indemnification Hereunder not Exclusive.

a. The indemnification and advancement of Expenses provided for or granted pursuant to the other Sections of this Article 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:

1. Were in breach of his or her duty of loyalty to the Foundation,
2. Were not in good faith or involved a knowing violation of law, or
3. Resulted in receipt by the Indemnified Party of an improper personal benefit.

Section 7 – Insurance.

a. 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.

Section 8 – Expenses if not a Party.

a. This Article 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.

ARTICLE VII – Dissolution.

Section 1 – Prohibition Against Sharing in Foundation Earnings

a. No Trustee, Officer, 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.

ARTICLE VIII – Force and Effect of By-Laws.

Section 1 – Force and Effect of By-Laws.

a. 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.

ARTICLE IX – Amendment to By-Laws.

Section 1 – Amendment to By-Laws.

a. 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, by electronic or voice communications.