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Standing Rules shall be adopted, amended, or repealed only by resolution of the Board by a two-thirds vote.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 US-based organization made up of individual chapters, the Board, and any committees designated by the Board.
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 a 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 a 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) Purchasing votes for their election, or causing votes to be purchased on their behalf.
(e) Fraud, libel, defamation or illegal activity of any kind in the conduct of Chapter or RT4 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)-(e), 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.
A member is defined as anyone who has made a financial contribution to RT4 of at least $20 in the previous 364 days, unless a waiver of this requirement for the individual concerned has been requested by a member of the Board who has made such a contribution, and has been entered into the minutes of the Board meeting. Members living in the area of an RT4 chapter choosing to exercise their vote shall do so through the vote organized by that chapter; if no vote is organized by the chapter, the member has not divulged a location, or the member does not live in the area of an RT4 chapter, the member’s vote shall be exercised as part of the vote for unchaptered 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 they
have become a member.
Bylaw 6: MEETINGS AND VOTING
SR. 6.1: Robert’s 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 may conduct votes via electronic mail or via other online means,
provided that: (a) Members of the Board all receive the same information, including each member’s vote;
(b) a date and time are 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
(d) no motion is approved by less than a majority of the current voting members of the Board;
(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: Functions of the Board
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 7.2: Officers of the Board
(i) The 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.
SR 7.3: Procedures for Election to the Board
(i) Elections for the board shall be annual and shall be held on May 4.
(ii) By the February board meeting or as soon as possible thereafter, the Board shall, by majority vote, designate a returning officer for the election.
(ii) The returning officer shall publicize as widely as possible the opportunity to stand as a candidate for the Board.
(iii) Only members of RT4 in good standing as of March 15 of the year in which the election is to be held, shall be eligible to stand as a candidate for the Board.
(iv) All candidates must declare their candidacy prior to March 15 of the year in which the election is to be held. A candidacy is declared by sending to the returning officer for the election a biographical statement and a statement explaining why the candidate wishes to join the Board, either as a specific officer or in an at-large director position.
(v) The returning officer shall, by April 1 of the year in which the election is to be held, circulate to all RT4 members in good standing as of March 15, the statements of all eligible candidates for the Board.
(vi) The returning officer shall determine, by April 1 of the year in which the election is to be held, the chapters which are eligible to participate in the elections, and a complete list of members eligible to vote in those elections.
(vii) Chapters shall participate in the elections by conducting polls of their eligible members. Chapters shall communicate to RT4 by midnight on May 4 the results of the poll of their eligible members.
(viii) The returning officer shall be responsible for conducting a poll of all members not affiliated with an active chapter of RT4.
(ix) The winning candidate for each office shall be the candidate who has won the most polls out of those conducted by individual chapters and the poll of unchaptered members.
(x) The returning officer shall communicate to the eligible membership of RT4 the results of the elections by midnight Eastern time on May 5. The new Board shall assume office at midnight Eastern time on May 5. Exiting Board members must communicate to incoming Board members all accesses and
passwords necessary or convenient for the discharge of the Board members’ duties.
(xi) Only Board members who have stood for election by the Chapters, and who have been duly elected, shall be able to vote in Board meetings; other board members, appointed by the Board in between elections, shall be non-voting and shall be designated as “Interim” board members.
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. The boundaries and name chosen by the applicants for the chapter shall be agreed mutually between the chapter and RT4 prior to approval.
SR 9.2: 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.
SR 9.3: Review
The Board will be responsible for reviewing at least once a year whether a chapter has met, within the preceding 364 days, the following minimum standards, which establish whether the chapter may conduct an eligible vote in RT4’s board elections and be listed as an active chapter on RT4’s materials:
(i) Has the chapter held a meeting or event in the preceding six months?
(ii) Have chapter members assisted in circulating petitions, made calls to Congress, or helped to draft advocacy materials for RT4 campaigns?
(iii) Has the chapter communicated regularly with the public?
By a two-thirds vote, the Board may approve a chapter as active for RT4 purposes not meeting one or more of these criteria.
SR 9.4: 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. Nothing in this section shall prevent the Board from allotting additional funds to chapters for specific purposes.
SR 9.5: Prohibitions
A Chapter shall not borrow money or own real estate. Chapter bylaws s
hall not contain anything contrary to the mission and purposes of RT4. A Chapter shall not endorse, or dis-endorse, candidates for public office, require of their members support of or opposition to a candidate for public office, or engage in electioneering.
Bylaw 10: ADVERTISING
Solicitations by third parties shall not be sent using RT4 or Chapter systems without special permission of the Board.
This is version 2 of the RT4 Bylaws. Version 1 was approved in 2014.
EFFECTIVE DATE: 01/17/2019
Alex Marthews, National Chair.
Zaki Manian, Director (Acting Clerk)
Taylor Campbell, Treasurer.
Ed Quiggle, Director at large.