BYLAWS OF RESTORE THE FOURTH, INC.
Bylaw 1: AMENDMENTS AND DEFINITIONS
Standing Rule 1.1: Amendments
Standing Rules shall be adopted, amended, or repealed only by resolution of the Board by a two-thirds vote. On all questions as to the construction or meaning of these Bylaws and Chapter rules, the decision of the Board shall be final.
SR. 1.2: Definitions
“Board” shall mean the Board of Directors of RT4, which shall include all elected officers of RT4 and any designated interim replacements.
Bylaw 2: NAME
SR. 2.1: Official Name
The name of this corporation shall be RESTORE THE FOURTH, INCORPORATED (“RT4”), a national organization loosely made up of individual chapters.
SR. 2.2: Sole Authority
RT4, incorporated in the Commonwealth of Massachusetts as a Nonprofit Social Welfare Corporation, is the only legally recognized corporate entity of Restore The Fourth’s national operations in the United States. All RT4 chapters, groups, committees, teams, and task forces are subunits of RT4 and cannot enter into legal actions without the permission of the Board or those to whom the Board has delegated authority to grant such permission.
Bylaw 3: PURPOSES
SR. 3.1: 501(c)(4) Nonprofit Status
RT4 is a nonprofit corporation within the meaning of Internal Revenue Code Section 501(c)(4) and is organized under Chapter 180 of the Massachusetts General Laws.
SR. 3.2: Purposes of RT4
The purposes of RT4 are:
(i) Educating the public to decrease support for:
(a) warrantless surveillance
(b) surveillance based on unconstitutional general warrants
(c) bulk collection of our private data by the government or its agents for surveillance purposes.
(ii) Supporting RT4 chapters through training, small grants, organizing and outreach
(iii) Lobbying public officials relating to current regulations, legislation and international treaties affecting the matters identified in section (i).
SR. 3.3: Representing RT4
(i) RT4 is intended to be a decentralized organization that enables and supports chapters in their operations, and allows chapters flexibility to pursue specific tactics towards the achievement of our common purposes as articulated in the Articles of Incorporation (“Purposes”). Chapters may therefore take differing positions on specific pieces of legislation or on specific tactics, provided that RT4 has not taken a position on those matters.
(ii) No officer, director or employee of RT4 shall make a statement or take a public position in the name of RT4 that is contrary to, or creates a mistaken impression of, a policy or position established by the officers and directors. When speaking on their own behalf on matters relating to RT4’s purposes, either in person or online, officers, directors and employees of RT4 shall specify that they are not speaking on behalf of RT4.
(iii) Any Chapter affiliating with RT4 thereby gives its consent to be publicly listed as an affiliated chapter, and for the contact information of the Chair to be publicly listed to enable members of the public to contact the Chapter. Otherwise, no individual Chapter member’s identity or contact information shall be disclosed by RT4 unless they have given their express consent.
SR. 3.4: RT4 Assets
RT4 and Chapters are authorized to use assets that are made available to them for delivery of current programs, including coalition building, fundraising, and administrative activities necessary to carry out the Purposes. However, it is within the exclusive powers of the Board to restrict, lien, hypothecate, lend, encumber, transfer to foundations, trusts or other third parties without consideration, the assets of RT4. This exclusive Board power does not annul restrictions imposed by donors.
SR. 3.5: Conflicts of Interest
(i) A director who is a member, stockholder, trustee, director, officer or employee of any firm, corporation or association with which RT4 contemplates contracting or transacting business shall disclose his or her relationship or interest to the other directors acting upon or in reference to such contract or transaction. No director so interested shall vote on such contract or transaction, but he or she may be counted for purpose of determining a quorum. The affirmative vote of a majority of the disinterested Board members shall be required before RT4 may enter into such contract or transaction.
(ii) In case RT4 enters into a contract or transacts business with any firm, corporation or association of which one or more of its directors is a member, stockholder, trustee, director, officer or employee, such contract or transaction shall not be invalidated or in any way affected by the fact that such director or directors have or may have interests therein which are or might be adverse to the interests of the corporation. No director or directors having disclosed such adverse interest shall be liable to the corporation or to any creditor of the corporation or to any other person for any loss incurred by it under or by reason of any such contract or transaction, nor shall any such director or directors be accountable for any gains or profits to be realized thereon.
SR. 3.6: Standards of Conduct
(i) Serving in an elected position of leadership for RT4, or as an interim holder of an elected office for RT4, is a privilege that may be lost by violating the following affirmative standards of conduct.
(a) Physical assault, sexual assault, intimidation, harassment, bullying, or violent threats toward others.
(b) Embezzling or misdirecting RT4 funds, contact lists or other assets for activities not authorized by the responsible entity.
(c) Refusal or inability to discharge the obligations of the elected position, including reasonable attendance at meetings of elected officers.
(d) Fraud, libel, defamation or illegal activity of any kind in the conduct of Chapter business.
(ii) The National Chair has the power to move for the suspension of a member of the Board violating one of the standards outlined in SR. 3.7(i)(a)-(d), and the decision shall be by majority vote of the Board members, with the subject of the suspension not being permitted to vote.
(iii) In the case of violations of the Standards of Conduct by the National Chair, any Board member or Chapter leader may move for the suspension of the National Chair, and the decision shall be by the majority vote of the Board, with the subject of the suspension not being permitted to vote.
(iv) Chapters affiliating with RT4 must agree to abide by these Standards of Conduct, and promptly to investigate complaints of violations thereof.
Bylaw 4: PRINCIPAL OFFICE
SR 4.1. Office Location
The principal office of RT4 shall be fixed and located at such place as the officers and directors shall determine. The Board has full power and authority to change the principal office from one location to another.
Bylaw 5: MEMBERSHIP
SR 5.1. Qualifications
Any person interested in advancing the mission of RT4 may become a member by paying annual dues. There is no limitation on the number of members or memberships authorized. Every member of RT4 has the right to vote in elections for board members.
SR 5.2. Access to Membership List
Any member in good standing may request access to the names and email addresses of other members for purposes reasonably related to that member’s interest as an RT4 member. Members are expected to limit the scope of their request for other members’ information to the minimum required to achieve their RT4- or Chapter-related purpose. If the information requested is only information on other members of the same Chapter, it may be approved by the Chapter leader. If it includes information on members of RT4 in other Chapters, it must be approved by a Board member in addition to the Chapter leader.
SR 5.3: Membership Classes
The Board of RT4 may determine from time to time the membership classes and fees for RT4, but may not establish a Lifetime class of membership.
SR 5.4: Membership Required for Leadership Positions
In order for a person to hold any elected or appointed volunteer leadership position at any level of RT4, including membership on a national committee, that person must be a member in good standing of RT4. No individual shall be added to any committee or Board of RT4 until he or she has become a member.
Bylaw 6: MEETINGS AND VOTING
SR. 6.1: Roberts’ Rules of Order
Meetings of the Board shall be conducted according to Robert’s Rules of Order, Revised, or such other rules of order as are adopted by the meeting and are consistent with the Bylaws and the Articles of Incorporation.
SR. 6.2: Votes by Electronic Mail
The Board and the Chapter Council may conduct votes via electronic mail or via other online means, provided that:
(a) Members of the Board or of the Chapter Council all receive the same information, including each member’s vote;
(b) a date and time is set for the start and end of each electronic mail vote;
(c) a member may change his or her vote at any time prior to the final date;
(d) no motion is approved by less than a majority of the current voting members of the Board or Chapter;
(e) electronic mail or online votes are recorded in the minutes of the next regular meeting.
SR 6.3: Liabilities of Members
Members, as such, shall not be personally liable for any debts, liabilities, or obligations of RT4, and any and all creditors shall look only to the assets of RT4 for payment.
Bylaw 7: BOARD OF DIRECTORS
SR 7.1: Number and Powers of Directors
The activities and affairs of RT4 shall be conducted and all corporate powers shall be exercised by or under the direction of a Board of Directors of up to nine (9) members. A majority of the Directors then in office, but not fewer than four (4), shall constitute a quorum for the transaction of business by the Board. The Board may delegate management of the activities of RT4 to any person or persons or committee, however composed, provided that the activities and affairs of RT4 shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.
SR 7.2: Indemnification and Insurance
RT4 shall, to the maximum extent permitted by law, indemnify the Board against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, arising by reason or fact that any such person is or was an officer or Director of RT4, and shall advance to such officer or Director expenses in preparing for or defending any such action or proceeding to the maximum extent permitted by law.
RT4 shall, to the extent practicable and permitted by law, maintain insurance on behalf of its Directors and officers against any expenses, judgments, fines, settlements and other amounts actually and reasonable incurred by such Directors and officers in their capacity as such as a result of any threatened lawsuit, pending or completed action or proceeding, whether civil, criminal, administrative or investigative.
SR 7.3: Nomination, Election, and Term of Office
There shall be annual elections for members of the Board, specifically including a National Chair, a Treasurer, a Clerk, and other positions as the Board shall determine. Any Member of RT4 may vote or stand for any position on the Board. Nominations will close at the latest one week before the election is held, and a nomination shall be considered valid if the person standing for the position submits a statement to the Secretary expressing interest in the position and describing what they intend to do if elected.
SR 7.4: Chapter Election Activities
Any Chapter may expend Chapter funds to carry out its designated duties in connection with the election. Any Chapter may expend Chapter funds to publicize the election, its timing, or to urge members to exercise their right to vote, or to inform members about the election procedures and rules, but no expenditure made under this subsection shall mention or provide support for or opposition to any candidate or group of candidates in the election. No official communications of RT4 or Chapters shall be used to advocate for or against a particular political candidate or party.
SR 7.5: Chapter Endorsements
Chapters may, by a two-thirds vote, endorse one or more candidates in election to the Board.
SR 7.6: Board Functions
The Board’s functions are:
(i) to supervise the activities of committees and working groups of RT4;
(ii) to raise funds for RT4.
(iii) to endorse and discuss involvement in national activities that fit within RT4’s mission;
(iv) to exercise oversight of the financial management of RT4;
(v) to assist the National Chair in planning and evaluating Board meetings;
(vi) to add or (in the case of violations of the Standards of Conduct) remove Board members;
(vii) to approve substantive changes in RT4’s legislative platform, purposes, mission, or marketing.
(viii) to provide for the establishment and appointment of such standing or special advisory committees as it deems necessary and appropriate to advance the mission of RT4. All members of RT4 shall be eligible for membership upon all committees so established.
SR 7.7: Elected Officers
(i) The elected Officers of RT4 shall include a National Chair, a Treasurer, a Secretary, and such other Officers as designated by majority votes of the Board. The Officers shall serve according to terms specified by a two-thirds vote of the Board, and shall not be perpetual.
(ii) The National Chair shall preside at all meetings of the RT4 Board. The National Chair shall exercise general supervision over the affairs of RT4 and shall have such other powers and duties as are prescribed by law, by these Bylaws, or by the Board.
(iii) Prior to the absence, disability or resignation of the National Chair, the National Chair shall appoint an Interim Chair from among the members of the Board who shall perform all the duties of the National Chair, and in so acting shall have all the powers of the National Chair.
(iv) The Secretary shall keep a full and complete record of the proceedings of the Board, and shall discharge such other duties as pertain to the office or are prescribed by law, by these Bylaws, or by the Board. In the absence of either the National Chair or the Interim Chair, the Secretary shall call the meeting to order, and an acting Chair shall be elected by the meeting.
(v) The Treasurer shall be the Chief Financial Officer of RT4 and shall have such powers and duties as are prescribed by law, by these Bylaws, or by the Board.
Bylaw 8: THE CHAPTER COUNCIL
SR 8.1: Composition
The Chapter Council shall be composed of one delegate from each chapter. The Chapter delegate shall be the Chapter chair, or an alternate appointed by procedures determined by that Chapter. Each delegate shall serve at the will of the Chapter and must be a member of the Chapter. The Chapter Council may also include one delegate under the age of 18, who shall be a member of RT4, and one delegate who represents the Reddit community, to honor RT4’s origin on Reddit.
SR 8.2: No Common Membership
No Director shall be eligible to serve as a member of the Chapter Council, but the National Chair may attend and provide support to meetings of the Chapter Council as a non-voting member, and the Chapter Council Chair may attend and provide support to meetings of the Board of Directors as a non-voting member.
SR 8.3: Nominations
If the Board of Directors does not appoint a Nominating Committee, the Chapter Council will be responsible for nominating a Board slate annually.
SR 8.4: Recommendations to the Board
The Chapter Council may also make recommendations to the Board or any appropriate committee on any matter affecting RT4 and may act upon matters delegated to it by the Board or these Bylaws.
SR 8.5: Autonomy
The Chapter Council shall elect its own officers and establish its own rules of procedure.
SR 8.6: Authority over Chapters
The Chapter Council shall set procedures for chapter formation, bylaw adoption and dissolution. Chapter bylaws shall not contain anything contrary to the mission of RT4, or requiring identification with a particular political party or candidate.
SR 8.7: Best Practices
The Chapter Council shall identify and endorse materials on behalf of RT4 on best practices, for circulation to chapters.
Bylaw 9: CHAPTERS
SR 9.1: Chapter Formation
Members of RT4 who reside in the same region may, with the approval of the Board, form a chapter of RT4. No chapter shall be approved unless an application has been filed with the Board. The application shall be signed by at least five (5) members of RT4 who are residents of the designated region, unless this requirement is waived by a two-thirds vote of the Board of Directors. The application shall state the proposed boundaries and name chosen by the applicants for the chapter.
SR 9.2: Regularization of Current Chapters
Current chapters of RT4 have until June 30, 2015 to submit a qualifying application to RT4.
SR 9.3: Notice of Chapter Formation
As soon as the formation of a Chapter has been approved by the Board, the Secretary shall send a notice to all RT4 members residing in the designated territory announcing the action of the Board and setting the schedule for election of the first Chapter Chair and for adoption of bylaws. The notice shall name three of the members who signed the application as temporary officers.
SR 9.4: Boundaries
A chapter may not change its name, its boundaries, or its bylaws without approval of the Board. A precise designation shall be appended to each chapter’s name, such as by zip code, city, county or state.
SR 9.5: Review
The Board will be responsible for reviewing at least twice a year whether chapters meet the following minimum standards:
(i) Has the chapter held a meeting or event in the preceding six months?
(ii) Has the chapter engaged in or assisted with any national mission-related campaigns?
(iii) Has the chapter engaged with the community?
(iv) Has the chapter communicated regularly with its members?
(v) Has the chapter participated in the Chapter Council?
After consultation with the Chapter Council, the Board has the power to suspend chapters who do not comply with the minimum standards
SR 9.6: Dues
No dues shall be assessed or collected by a chapter; however, consistent with the policies of the Board, chapters may conduct activities which require members, as well as others, to pay a fee in order to participate, and may conduct other fundraising activities. Each chapter shall be entitled to receive from RT4 a portion of the dues collected from the membership, such amount to be determined in a manner specified by the Board. Such amounts shall be payable to the treasurers of the chapters quarterly as collected. Nothing in this section shall prevent the Board from allotting additional funds to chapters for specific purposes.
SR 9.6: Prohibitions
A Chapter cannot borrow money or own real estate.
Bylaw 10: ADVERTISING
Solicitations by third parties shall not be sent using RT4 or Chapter systems without special permission of the Board.
EFFECTIVE DATE: 05/20/2014
Alex Marthews, President.
Zaki Manian, Secretary.
John Bumstead, Clerk.
Derick Bellamy, Director.
Timothy Crosby, Director.
Matthew Krawitz, Director.
Quincy OrHai, Director.