RationalWiki:RationalMedia Foundation/Bylaws

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RationalMedia Foundation (RMF)
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Bylaws of RationalMedia Foundation
(An Oregon Public Benefit Corporation)

Article 1. Name

The name of the organization is RationalMedia Foundation (“RationalMedia”).

Article 2. Purpose

The purposes of RationalMedia shall be to advance education and science by promoting critical thinking and skepticism amongst the general public, and to lessen neighborhood tensions, eliminate prejudice and discrimination, and combat community deterioration by documenting and debunking pseudoscience, conspiracy theories, authoritarianism, fundamentalism, and misinformation of all kinds. These purposes are carried out primarily through the operation of the website RationalWiki.org, which hosts articles, discussions, and a community dedicated to promoting its mission. The Foundation also operates accounts on various social media platforms to further advance these charitable purposes and public benefit goals.

Article 3. Offices and Records

Section 3.1 Principal and Other Offices

The principal office of RationalMedia shall be located in the State of Oregon. RationalMedia may also have other offices at any place, in the State of Oregon, as the Board of Directors may designate.

Section 3.2 Registered Agent

The name and address of RationalMedia’s registered agent shall be as set forth in RationalMedia’s articles of incorporation (the “Articles of Incorporation”). The Board of Directors may change the registered agent at any time by making the appropriate filing with the Secretary of State.

Section 3.3 Books and Records

Any records maintained by RationalMedia in the regular course of its business, including its books of account and minute books, may be maintained on any information storage device or method that can be converted into clearly legible paper form within a reasonable time. RationalMedia shall convert any records so kept upon the written request of any person entitled to inspect such records pursuant to applicable law. RationalMedia shall keep at its principal office the correct and complete books and records of the activities and transactions of RationalMedia, including the minute book, which shall contain a copy of the Articles of Incorporation, a copy of these Bylaws as amended to date, all resolutions of the Board, and all minutes of meetings of the Board and its committees.

Article 4. No Voting Members

RationalMedia shall have no voting members. The Board may refer to persons associated with RationalMedia who have no voting rights as “members” and adopt policies and procedures for the admission of such persons. Such persons are not “members” within the meaning of Title 65 of the Oregon Code and the Oregon Nonprofit Corporations Act and shall have no lawful authority over RationalMedia.

Article 5. Board of Directors

Section 5.1 Powers

Subject to applicable law and in accordance with the purposes and limitations set forth in the Articles of Incorporation and these Bylaws, the activities and affairs of RationalMedia shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. Additionally, the Board shall have responsibility to oversee community moderation, establish content guidelines, and ensure the activities of RationalMedia support achieving its charitable purpose.

Section 5.2 Number of Directors

The authorized number of directors of RationalMedia shall be no fewer than three (3) and no more than seven (7). The minimum or maximum number or both may be increased or decreased from time to time by an amendment to these Bylaws. The exact number of directors shall be fixed, within such range, by a majority of the entire Board of Directors. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. A director does not have to reside in Oregon.

Section 5.3 Qualifications

Each director shall be a human person and shall be at least 18 years of age.

Section 5.4 Election and Term of Office

A.) Election. A person shall be nominated by a member of the Board and elected at the annual meeting by a majority of the Board.
B.) Term of Office. Unless otherwise explicitly specified in these Bylaws, each director shall serve a term of one year. Directors may be elected to unlimited terms. Additionally, the term of each director shall continue until the election and qualification of a successor and be subject to such director’s earlier death, resignation or removal.

Section 5.5 Newly Created Directorships and Vacancies

Newly created directorships resulting from an increase in the authorized number of directors, and vacancies occurring for any reason, including any vacancy occurring by reason of the death, resignation, or removal of a director, may be filled at any meeting of the Board by the vote of the majority of the directors then in office. Each director so elected shall serve the remainder of the term, and until such director’s successor is elected and qualified.

Section 5.6 Removal

A.) Any director may be removed at any time without cause by a two-thirds (2/3) majority vote of the Board at a regular or special meeting called for that purpose, or with cause by a majority of the directors present at such a meeting where there is a quorum. For purposes of this Section 5.6, cause exists if the director has been declared of unsound mind by a final order of court, is convicted of a felony, is found by final order or judgment of any court to have breached a duty under Chapter 65 of the Oregon Code and the Oregon Nonprofit Corporations Act governing standards of conduct, or fails to meaningfully participate in Board decisions throughout the calendar year.
B.) No reduction of the authorized number of directors shall have the effect by itself of removing any director before the expiration of the director’s term of office.

Section 5.7 Resignation

Any director may resign from the Board at any time by giving written notice to the Board, the President, or the Secretary of RationalMedia, except if such resignation would leave RationalMedia without a duly elected director. Unless otherwise specified in the notice, the resignation shall take effect at the time of receipt by the Board or such officer. The acceptance of such resignation shall not be necessary to make it effective. No resignations shall discharge any accrued obligation or duty of a director.

Section 5.8 Meetings

The Board shall meet at least annually, and as frequently as determined by the President. Meetings of the Board shall be held at such times and places as specified in the notice of the meeting.

Section 5.9 Notice of Meetings

Notice of any meeting, including the time and place, shall be given by the Secretary to each director. Notices shall be in writing (email is acceptable). Notice must be given to each director at least five (5) days before the time set for the meeting. A special meeting may be called by the President or any two board members together, as necessary, with 24-hours’ notice to the Board.

Section 5.10 Quorum and Action of the Board

The presence of a majority of the Board, with a minimum of three directors present if the Board consists of three directors, shall constitute a quorum for the transaction of business. Any act approved by a majority of the directors present at a duly held meeting at which a quorum is present is the act of the Board, unless the Oregon Nonprofit Corporations Act, the Articles of Incorporation, or these Bylaws require a greater number. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors leaving less than a quorum, if any action is approved by at least a majority of the directors who constitute the required quorum for the meeting, or such greater number as required by the Oregon Nonprofit Corporations Act, the Articles of Incorporation, or these Bylaws.

Section 5.11 Meeting by Remote Communication

Members of the Board may participate in a meeting of the Board by electronic means. Participation by conference telephone or other electronic communication constitutes presence in person if all directors participating in the meeting can communicate with another.

Section 5.12 Action Without a Meeting

Any action required or permitted to be taken by the Board may be taken without a meeting if all of the directors consent to the action in writing and the number of directors then serving constitutes a quorum. For purposes of this Section only, “all of the directors” shall not include any interested director as defined in Title 65 of the Oregon Code and the Oregon Nonprofit Corporations Act. The written consents shall be filed with the minutes of the proceedings of the Board. The action by written consent shall have the same force and effect as a unanimous vote of the directors.

The Board may, without a meeting, use electronic mail or other electronic means, including Discord or other similar platforms, to take action that the Board would otherwise take at a Board meeting. Every director must provide an email address. When taking an action via email, an announcement stating that the Board will take such action shall be circulated to all directors using the email provided for each director. That announcement must include a description of the matter requiring action and provide a deadline no less than 48 hours from the delivery of the announcement (according to ORS 65.212). Directors may change their mind at any time up until the deadline. An affirmative vote of the majority of the directors who hold office at the time the board of directors takes an action by means of electronic mail or by other electronic means is an act of the Board. The action will be recorded in RationalMedia’s records just as those actions taken at in-person Board meetings.

Section 5.13 Compensation

RationalMedia shall not pay compensation to directors for services rendered to RationalMedia as directors. Directors may be reimbursed for reasonable expenses incurred in the performance of their duties to RationalMedia. A director may receive reasonable compensation for the performance of services provided to RationalMedia in any capacity separate from his, her, or their responsibilities as a director when so authorized by a majority of the directors then in office.

Article 6. Officers

Section 6.1 Officers

The officers of RationalMedia shall consist of a President (who shall also serve as Board Chair), a Secretary, and a Treasurer. The Board may from time to time appoint such other officers, including one or more Vice Presidents, as it may determine. All officers shall be chosen by the Board from candidates eligible and willing to serve. No person may hold, and perform the duties of, more than one office. Officer roles must be filled by Board members.

Section 6.2 Election, Term of Office, and Qualifications

The officers of RationalMedia shall be elected by a majority vote of the Board at the annual meeting of the Board, and each officer shall serve at the pleasure of the Board. Each officer shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation, or removal. Except as may otherwise be provided in the resolution of the Board choosing an officer, no officer need be a director. All officers shall be subject to the supervision and direction of the Board.

Section 6.3 Removal

Any officer elected or appointed by the Board may be removed at any time, with or without cause, by a majority vote of the Board.

Section 6.4 Vacancies

A vacancy in any office arising from any cause shall be filled by the Board at the next regular or special meeting of the Board.

Section 6.5 Powers and Duties of Officers

The powers and duties of the officers of RationalMedia shall be as provided from time to time by resolution of the Board or by direction of an officer authorized by the Board to prescribe the duties of other officers. In the absence of such resolution, the respective officers shall have the powers and shall discharge the duties customarily and usually held and performed by the officers of corporations similar in organization and charitable purposes to RationalMedia, subject to the control of the Board.

Section 6.6 Additional Officers

The Board may from time to time appoint such additional officers as it shall deem necessary. To the fullest extent allowed by law, the Board may prescribe each additional officer the respective title, term of office, authority, and duties.

Section 6.7 Compensation

RationalMedia’s officers shall receive no compensation, unless as determined by the Board. The compensation of all officers shall be just and reasonable and given in return for services actually rendered for RationalMedia.

Article 7. Execution of Instruments and Deposits

Section 7.1 Contracts and Instruments

The Board may authorize any officer or agent of RationalMedia to enter into any contract, to execute and deliver any instrument, or to sign checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness in the name of and on behalf of RationalMedia.

Section 7.2 Deposits

The funds of RationalMedia shall be deposited in its name with such banks, trust companies, or other depositories as the Board, or officers to whom such power has been delegated by the Board, may from time to time designate.

Article 8. Tax Exempt Status

It is the responsibility of the Board to safeguard RationalMedia’s tax-exempt status under Section 501 of the Internal Revenue Code and must take all necessary actions to ensure that no activities of RationalMedia or the Board jeopardize the tax-exempt status of RationalMedia.

Article 9. General Provisions

Section 9.1 Fiscal Year

The fiscal year of RationalMedia shall be the calendar year unless otherwise provided by the Board.

Section 9.2 Annual Returns

The Board shall review RationalMedia’s annual state and federal tax filings before they are filed with the appropriate government agencies.

Section 9.3 Indemnification of Officers and Directors

RationalMedia shall indemnify its officers and directors to the fullest extent allowed by Oregon law.

Section 9.4 Assets

All assets of RationalMedia are the property of RationalMedia. All assets, with the exception of restricted funds, may be used in any way, or in any transaction that the Board sees fit. Expenditures of restricted funds are limited to funding the programs as described in Board-approved published literature for such program.

Section 9.5 Conflict of Interest Transactions

In any instance where RationalMedia proposes to enter into a conflict of interest transaction, including self-dealing transactions as defined in RationalMedia’s Conflict of Interest Policy, RationalMedia shall follow the procedures and rules set out in the Conflict of Interest Policy.

Section 9.6 Non-Discrimination

In all of its dealings, neither RationalMedia nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, age, culture, national origin, marital status, sexual preference, mental or physical handicap, or any category protected by state or federal law.

Article 10. Amendments

The Board may adopt, amend, or repeal bylaws by the affirmative vote of the Board except that: Where any corporate action requires a greater vote in these Bylaws, any amendment or repeal of such provision must be approved by the same greater vote.

No amendment may extend the term of a director beyond that for which the director was elected. Such action shall be authorized at a duly called and held meeting of the Board for which written notice of such meeting, setting forth the proposed alteration, is given in accordance with the notice provisions for special meetings set forth in these Bylaws.