- ARTICLE I - Name and Location
- ARTICLE II - Purposes
- ARTICLE III - Membership
- ARTICLE IV - Directors
- Section 1 - Authority and Responsibility
- Section 2 - Number and Tenure of Office
- Section 3 - Manner of Election
- Section 4 - Place and Manner of Meeting; Action Without Meeting
- Section 5 - Notice of Meeting
- Section 6 - Quorum
- Section 7 - Chairman of the Board
- Section 8 - Compensation of Directors
- Section 9 - Voting
- Section 10 - Vacancies
- Section 11 - Removal of Directors
- Section 12 - Resignation
- ARTICLE V - Officers
- ARTICLE V - Liability and Indemnification
- ARTICLE VI - General Provisions
- ARTICLE VII - Dissolution
- ARTICLE VIII - Amendment of Bylaws
- ARTICLE IX - Review of Certain Transactions
BYLAWS for DISTRICT CIVIC LABS
ARTICLE I - Name and Location
Section 1 - Name
The name of this corporation shall be District Civic Labs, a nonprofit corporation incorporated in the District of Columbia.
Section 2 - Location
The offices of District Civic Labs shall be located in the District of Columbia as may be determined by the Board of Directors.
Section 3 - Registered Office
District Civic Labs shall have and continuously maintain, in the state of District of Columbia, a registered office and a registered agent whose office is located in such registered office. The registered office may be, but need not be, located in the principal office of District Civic Labs. The address of the registered office may from time to time be changed by the Board of Directors.
ARTICLE II - Purposes
Section 1 - General Purpose
The purposes of District Civic Labs shall be:
(a) To promote the general welfare of the people and benefit the public by advancing and maintaining new internet technologies that enable the public to better understand and participate in their communities and support the honest and respectful discourse on civic issues.
(b) To promote and enable transparency in government decision-making and more inclusive and meaningful civil dialogue and public participation by facilitating the interaction between the public and the government regarding civic services and data, which will enable more public participation and promote philanthropic social welfare.
Section 2 - Restrictions on Activities
District Civic Labs shall operate under the following restrictions:
(a) District Civic Labs shall conduct all its activities within the restrictions established by Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and the regulations relating thereto as issued by the Department of the Treasury.
(b) No part of the net earnings or assets of District Civic Labs shall inure to the benefit of any director, officer, member, or other private individual or corporation established for profit.
(c) District Civic Labs shall not participate or intervene in any political campaign (including publishing or distributing statements) on behalf of, or in opposition to, any candidate for public office.
(d) District Civic Labs shall not engage in any activity which would cause it to become an “ineligible organization” as defined by Section E670 of the Domestic Mail Manual of the United States Postal Service.
ARTICLE III - Membership
Section 1 - Members
District Civic Labs shall have no members within the meaning of D.C. Code Ann. § 29-401.02(24).
ARTICLE IV - Directors
Section 1 - Authority and Responsibility
The governing body of District Civic Labs shall be the Board of Directors. The Board of Directors shall have supervision, control, and direction of the affairs of District Civic Labs; shall actively prosecute District Civic Labs’s objectives; and shall contribute to raising and contribute to the supervision the disbursement of District Civic Labs’s funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to one or more committees.
Section 2 - Number and Tenure of Office
The Board of Directors shall consist of no less than three nor more than nine Directors. Each Director shall hold office for one year or until his or her successor is duly elected and qualifies. Terms of Directors may be coterminous.
Section 3 - Manner of Election
The Incorporator named in District Civic Labs’s Articles of Incorporation shall designate the size of the permanent Board and shall designate the members of the Board for a term of one year. Thereafter, at each annual meeting of the Board of Directors, a number of Directors equal to that of those whose terms have expired shall be elected for the term of one year. Such election shall be by a majority of the Directors whose terms have not expired and who are present and voting. Any Director may be reelected at the expiration of his term of office. At any time, a Director may nominate a candidate for membership on the Board. Nominations shall be made by providing notice of the nomination to Directors personally or by e-mail. If the nomination is seconded by another Director, the Board may vote to elect the nominee, either immediately or at a specified future meeting. Such election shall be by a majority of the Directors whose terms have not expired and who are present and voting.
Section 4 - Place and Manner of Meeting; Action Without Meeting
Annual and regular meetings of the Board of Directors may be held at such place and time as the Directors may determine. Special meetings of the Board of Directors may be held from time to time upon call of the Chairman of the Board, President, or a majority of the Directors. Members of the Board of Directors may act by means of conference telephone network or similar communication methods by which all persons participating in the meeting can hear each other, and without meetings by unanimous written consent to such action signed by all Directors and filed with the Minutes of the Board.
Section 5 - Notice of Meeting
Written or printed notice of every annual and regular meeting of the Board of Directors, stating the place, day, and hour of the meeting must be given personally or by e-mail to Directors not less than ten nor more than sixty days prior to the date of the meeting. Notice of the time and place of a special meeting shall be served upon, telephoned, or e-mailed to each Director at least forty-eight hours prior to the time of the meeting. No notice need be given to any Director who actually attends, or who executes and files a written waiver of notice of such meeting, either before or after the meeting.
Section 6 - Quorum
A majority of the members of the Board of Directors shall constitute a quorum at such meetings. No vote shall be taken unless a quorum is present. The vote of a majority of those present at a meeting at which a quorum is present shall be sufficient to constitute action of the Board of Directors except for actions for which a greater vote may be required by statute, the Articles of Incorporation, or these Bylaws.
Section 7 - Chairman of the Board
The Board of Directors may, by majority vote of the entire Board, appoint from the Directors a Chairman. The Chairman shall preside at all meetings of the Board of Directors and shall have such other duties as the Board shall determine. If the Board fails to appoint a Chairman, the President shall perform the functions of a chairman.
Section 8 - Compensation of Directors
Directors shall not be compensated. Directors may be reimbursed for any reasonable expenses incurred by them in the execution of their official duties, including travel expenses.
Section 9 - Voting
At all meetings of the Board of Directors, each Director shall have one vote.
Section 10 - Vacancies
The Board of Directors, by majority vote, is empowered to appoint temporary Directors to fill any vacancies on the Board caused by death, resignation, or otherwise; such temporary Directors shall serve until the next annual meeting of District Civic Labs.
Section 11 - Removal of Directors
Any Director may be removed for cause by vote of two-thirds (2/3) of the Board of Directors at a meeting expressly called for that purpose. Such removal may occur only if the director involved is first provided with adequate notice of the charges against him in the form of a statement of such charges and an opportunity to appear before the Board of Directors or forward a written statement thereto in presentation of any defense of such charges. In these regards, the Board shall act on the basis of reasonable and consistent criteria, always with the objective of advancing the best interests of District Civic Labs.
Section 12 - Resignation
Any Director may resign from the Board by giving written notice to the Chairman of the Board. Such resignation shall be effective upon receipt of notice by the Chairman or at such later date as specified in the notice.
ARTICLE V - Officers
Section 1 - Officers and Qualifications
The officers of District Civic Labs shall be the President, the Vice-President, Secretary/Treasurer, and such other officers as the Board of Directors deems advisable from time to time. Any two offices, except the offices of President and Secretary/Treasurer, may be held by the same person.
Section 2 - Election
The initial officers shall be elected by Act of Incorporator; thereafter, all officers shall be elected by the Board of Directors at its annual meeting.
Section 3 - Term of Office
All officers shall hold office for one year, or until their successors have been duly elected and have qualified, or until removed.
Section 4 - Removal of Officers
Any officer may be removed either with or without cause by the vote of a majority of the Board of Directors.
Section 5 - Duties of Officers
The duties and powers of the officers of District Civic Labs shall be as follows or as shall hereafter be set by resolution of the Board of Directors:
(a) The President shall present at all meetings of the Board of Directors a report, in person or in writing, and shall present at each annual meeting of the Directors a report of the activities of District Civic Labs for the preceding year.
(b) He or she shall represent District Civic Labs in its correspondence with the public and act as a spokesperson of District Civic Labs.
(c) He or she shall cause to be called regular and special meetings of the Directors in accordance with the requirements of any applicable statute and of these Bylaws.
(d) He or she shall, with Board approval, sign and execute all contracts in the name of District Civic Labs, and may sign notes, drafts, or other orders for the payment of money.
(e) He or she shall cause all books, reports, statements, and certificates to be properly kept and filed as required by law.
(f) He or she shall enforce these Bylaws and perform all the duties incident to the office of President, and which are required by law, and, generally, he or she shall supervise and control the activities of District Civic Labs.
The Vice-President shall exercise the powers of the President in the absence of the President, and shall assist the President and Board of Directors as required.
(a) The Secretary shall keep the minutes of the meetings of the Board of Directors in appropriate books.
(b) He or she shall attend to the giving of notice of all the meetings of the Board of Directors.
(c) He or she shall be custodian of the records and seal of District Civic Labs and shall attest the signatures of other corporate officers upon, and affix the seal to, all corporate papers when required.
(d) He or she shall further perform all duties incident to the office of Secretary of District Civic Labs.
(a) He or she shall have the care and custody of, and be responsible for, all the funds and securities of District Civic Labs, and shall deposit such funds and securities in the name of District Civic Labs in such banks or safe deposit companies as the Board of Directors may designate.
(b) He or she may make, sign, and endorse in the name of District Civic Labs all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.
(c) He or she shall cause to be kept accurate books of account of all its business and transactions and shall cause to be exhibited books and accounts to any person duly authorized to inspect such records.
(d) He or she shall render a report of the condition of the finances of District Civic Labs at each annual meeting of the Board of Directors and at such other times as shall be required of him.
(e) He or she shall further perform all duties incident to the office of the Treasurer of District Civic Labs.
(f) The offices of “Secretary” and “Treasurer” may be held by two separate individuals.
Section 6 - Vacancies
All vacancies in any office shall be filled promptly by the Board of Directors either at a regular meeting or at a meeting specially called for that purpose.
Section 7 - Compensation of Officers
Officers shall not be compensated. Officers may be reimbursed for any reasonable expenses incurred by them in the execution of their official duties, including travel expenses.
ARTICLE V - Liability and Indemnification
Section 1 - Liability
In the absence of fraud, the directors of District Civic Labs shall not be personally liable for its debts, obligations, or liabilities.
Section 2 - Indemnification
District Civic Labs may indemnify and reimburse all persons whom it has the power to indemnify and reimburse in compliance with the Washington, D.C. Nonprofit Corporation Act, in the manner and to the fullest extent provided therein, for all expenses actually and necessarily incurred in connection with the defense of any action, suit, or proceeding in which he is made a party by reason of having been a director, officer, or member of a special committee, except with respect to matters as to which such person has been adjudged liable by virtue of negligence or misconduct in the performance of a duty. District Civic Labs may purchase and maintain insurance for this purpose. The indemnification provided for in this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification for any reason whatever may be entitled under any agreement, vote of disinterested Directors, or otherwise.
ARTICLE VI - General Provisions
Section 1 - Execution of Contracts
The Board of Directors, except as otherwise provided in these Bylaws, may prospectively or retroactively authorize any officer or officers, agent or agents, in the name, and on behalf, of District Civic Labs, to enter into any contract, or execute and deliver any instrument as may be necessary to carry out the purposes of District Civic Labs. Any such authority may be general or confined to specific instances.
Section 2 - Loans
The Board of Directors may authorize the President or any other officer or agent of District Civic Labs to: (i) obtain loans and advances at any time for District Civic Labs from any bank, trust company, firm, corporation, individual, or other institution; (ii) make, execute, and deliver promissory notes, bonds, or other evidence of indebtedness of District Civic Labs; and (iii) pledge and hypothecate, or transfer any securities or other property of District Civic Labs as security for any such loans or advances. Such authority conferred by the Board of Directors may be general or confined to specific instances. No loans shall be made by District Civic Labs to any Director or officer thereof.
Section 3 - Investments
District Civic Labs shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it according to the judgment of the Board of Directors. The Board of Directors is restricted to the prudent investments which a director is or may hereafter be permitted by law to make. The Board of Directors may delegate to the day-to-day management of such investments as the Board of Directors may authorize.
Section 4 - Books and Records
There shall be kept, at the principal office of District Civic Labs, or at the office of the Secretary/Treasurer, correct books of accounts of all the business and transactions of District Civic Labs.
Section 5 - Depositories
The funds of District Civic Labs not otherwise employed shall from time to time be deposited to the order of District Civic Labs in such banks, trust companies, or other depositories as the Board of Directors may select, or as may be selected by any one or more officers or agents of District Civic Labs to whom such power may from time to time be delegated by the Board of Directors.
Section 6 - Signatories
All checks, drafts, and other orders for payment of money out of the funds of District Civic Labs, and all notes and other evidences of indebtedness of District Civic Labs, shall be signed on behalf of District Civic Labs in such a manner as shall from time to time be determined by the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Secretary/Treasurer, or President.
Section 7 - Annual Audit
The Board of Directors may require an annual audit of the books and accounting records of District Civic Labs.
Section 8 - Fiscal Year
The fiscal year of District Civic Labs shall begin on January 1 and end on December 31.
Section 9. Corporate Seal
District Civic Labs may have a corporate seal with its name, year of incorporation, and the words “Corporate Seal” inscribed thereon. The seal shall be in the custody of the Secretary and used by him, or any other officer so authorized by the Board of Directors, by causing it, or a facsimile thereof, to be impressed, affixed, or reproduced otherwise on any instrument or document as may be required by law, these Bylaws, the Board of Directors, the Chairman of the Board, or the President. The presence or absence of the seal on any instrument, or its addition thereto, shall not affect the character, validity, or legal effect of the instrument in any respect.
ARTICLE VII - Dissolution
Upon dissolution or final liquidation of District Civic Labs, all assets remaining after application and distribution of assets shall be transferred or conveyed to one or more domestic corporations, societies, or organizations which have qualified for nonprofit and tax exempt status under either of Sections 501(c)(3) or 501(c)(4) of the Internal Revenue Code, and which are engaged in activities substantially similar to those of District Civic Labs; or to the federal, state, or local government for exclusive public purpose.
ARTICLE VIII - Amendment of Bylaws
The Bylaws of District Civic Labs may be altered, amended, added to, or repealed by majority vote of the entire Board of Directors as is necessary or appropriate to carry out the purposes of District Civic Labs to the fullest extent permitted by law.
ARTICLE IX - Review of Certain Transactions
Prior to District Civic Labs entering into any compensation agreement, contract for goods or services, or any other transaction with any person who was, at any time during the five-year period preceding the transaction, in a position to exercise substantial influence over the affairs of the organization, the Board of Directors shall take the following precautions to ensure that the transaction is reasonable for purposes of Section 4958 of the Internal Revenue Code of 1986, as amended:
(a) The panel of the Board of Directors approving the transaction must be composed entirely of individuals unrelated to and not under the control of the disqualified person or persons involved in the transaction;
(b) The Board of Directors shall obtain and rely upon a “comparability study” indicating that the proposed transaction is reasonable when compared with similarly-situated organizations for functionally comparable positions, goods or services rendered, taking into account the location of the organization and the availability of similar specialties in the geographic area; and
(c) The Board of Directors shall set forth in the resolution approving the transaction the basis for its determination that the compensation is reasonable based upon the evidence presented. This resolution shall be filed by the Secretary/Treasurer in the Minutes book of the Corporation.