Stacks Foundation Bylaws - request for review & feedback

[blocks8]

I want to share the Stacks Foundation Bylaws draft with the community before they are established with the Board on June 24th, 2020. Please review the attached bylaws by June 22nd and provide feedback or questions as a comment on this issue.

DRAFT bylaws are viewable here: Stacks Open Internet Foundation - Bylaws_DRAFT.pdf

Here are a few questions that may be useful:

What are Bylaws? Nonprofit bylaws are a nonprofit's operating manual. Nonprofit bylaws (or Bylaws and Articles of Organization) are the main governing document for a nonprofit organization. The board creates bylaws when the organization is established.

Bylaws are the governance for the nonprofit organization. Bylaws do not include information on the mission, values or pursuit of the nonprofit goals.

What if we want to change Bylaws in the future? The Bylaws outline the way amendments are made to change the Bylaws.

Who are the "members" outlined in the Bylaws? Initially the members include all of the board members. Additional members can be added over time. This opportunity has not been decided yet, so will be part of the initial bylaws but the recruiting and scope of members can be determined at a later date.

Are there other nonprofits that use similar Bylaws? Yes, these are standard US nonprofit bylaws used by many nonprofit organizations. For example, you can review Zcash Foundation's Bylaws and their Amendments using these links: Bylaws, Amendment 1, and Amendment 2.

[joberding]

Here are my notes reviewing the corporate bylaws.

Overall, they look like fairly standard corporate bylaws.

Article V Meetings of the Board section 1 What is the thought behind not requiring notice for regular mtgs? section 3 What is the DGCL? (Delaware's General Corporation Law https://corplaw.delaware.gov/delawares-general-corporation-law/ )

Article VIII Officers section 1 should be updated to for the goals and structure of the Stacks Foundation. Is it necessary to have a President, Secretary and other officers given that one person can act in multiple capacities. section 2 note that the board determines the terms of the officers.

Article IX President section 1 should be changed to Executive Director.

Article X Chairman of the Board section 1 note that this is not a necessary position as the ED/President can preside over the Board.

What's Missing?

• No discussion of rotating community board members

• Scope of community board members

• Selection of board members (both independent or community) in general

[paradigma-cl]

Here are my comments:

• Probably it is not wise to use proxies to be represented in a meeting.
• Also the quorum must be the Total of board members/2 +1 to assure consensus.
• As committees probably are helping out with the tasks of the board, the decision of the execution of the commitee is taken by the board. So it would not be necessary the need to have board director in every committee, it will depend of the subject.

[blocks8]

Update:

• The Bylaws were reviewed with the board in the Q2 board meeting on June 24th, 2020.
• The Bylaws are now in legal review, with oversight from accounting to ensure the entity is structured to be able to accept the contribution of STX, IP and loan from Blockstack PBC without the risk of assets flowing back to PBC if the company were to dissolve. This language is reviewed by Foundation's counsel, Blockstack PBC's counsel, and accounting counsel.
• Tentative date for accepted bylaws is before August 1st.

[whoabuddy]

Closing out as bylaws are in place - if there is anything new to add, please create a new issue!

[blocks8]

I wanted to make sure to close out this issue with the finalize Bylaws. You can view them here:

Stacks Foundation - Bylaws_Final.pdf