Bylaws

ARTICLE I: NAME AND PRINCIPAL OFFICE

Section 1.1. Name

The name of this corporation is The Open Accounts Receivable Collective Foundation (the “Foundation”). The Foundation may conduct business under the trade name “OpenAR Collective.”

Section 1.2. Principal Office

The principal office of the Foundation will be located at such place as the Board of Directors may designate from time to time. The Foundation may maintain such other offices as the Board of Directors may designate.

ARTICLE II: PURPOSE AND MISSION

Section 2.1. Exempt Purpose

The Foundation is organized and will be operated exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future federal tax code). No part of the net earnings of the Foundation will inure to the benefit of, or be distributable to, its directors, officers, or other private persons.

Section 2.2. Mission

The Foundation works to make accounts receivable and debt collection more transparent, more compliant, and more accountable to the consumers it touches. It builds software under an open-source license so anyone can run, inspect, modify, and redistribute it at no cost. The Foundation also publishes open educational and compliance resources, develops shared standards, delivers training, and maintains a neutral, community-governed commons where practitioners learn from one another.

Section 2.3. Programs

The Foundation will advance its mission through programs, including, without limitation:

• Developing and distributing open-source accounts receivable and collections software under permissive or copyleft licenses

• Providing peer educational resources, technical documentation, and compliance guidance

• Facilitating peer collaboration through online community platforms

• Developing and publishing shared technical and operational standards for the accounts receivable and collections industry

• Delivering training on the deployment and operation of Foundation software and the application of published compliance materials

• Hosting webinars, educational events, and knowledge-sharing programs

• Maintaining public repositories of regulatory and compliance information

• Other programs consistent with the Foundation’s exempt purposes as approved by the Board of Directors.

Section 2.4. Limitation on Activities

The Foundation will not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. No substantial part of the activities of the Foundation will consist of carrying on propaganda or otherwise attempting to influence legislation. The Foundation will not participate in, or intervene in, any political campaign on behalf of or in opposition to any candidate for public office.

ARTICLE III: MEMBERSHIP

Section 3.1. Non-Membership Governance

The Foundation will be governed solely by its Board of Directors. The Foundation will not have formal voting members within the meaning of the Delaware General Corporation Law. All governance authority vests exclusively in the Board of Directors.

Section 3.2. Community Participants

The Foundation may recognize community participants, contributors, and supporters who engage with its programs and resources. Such recognition will not confer governance rights, financial interests, or membership status within the meaning of the Delaware General Corporation Law. Community participation programs will be established by the Board of Directors in accordance with the Foundation’s exempt purposes.

Section 3.3. Recognition Membership

(a) Establishment. The Foundation may establish and maintain a recognition membership program acknowledging individuals who participate in the Foundation’s community and programs. Membership under this Section is a form of recognition only, and is established pursuant to Article V of the Certificate of Incorporation.

(b) Qualifications. Membership will be open to any individual who is professionally engaged with the accounts receivable industry or who supports the Foundation’s charitable purposes, who affirms support for the Foundation’s charitable mission at the time of application, and who satisfies the admission and verification procedures established by the Board of Directors. Membership will not be conditioned on agency size, trade association affiliation, employer, financial contribution, or any viewpoint regarding industry practices. The affirmation required by this subsection is limited to support for the Foundation’s charitable mission, is a condition of admission only, and will not be applied to restrict a member’s good-faith criticism of the Foundation, its Board of Directors, its software, its published positions, or its governance.

(c) No Dues. Membership will not require payment of dues, fees, or any financial contribution. No contribution to the Foundation will confer membership or any preference in the admission process.

(d) Rights. A member’s sole right under this Section is recognition as a member of the Foundation’s community, together with access to those Foundation programs and resources that the Board of Directors designates as available to members. Membership does not confer, and will not be construed to confer: (i) the right to vote on any matter, including the election or removal of directors; (ii) any right to notice of, or attendance at, meetings of the Board of Directors or its committees; (iii) any governance authority, or any right to direct or approve the Foundation’s activities, positions, software, or standards; (iv) any ownership, financial, or property interest in the Foundation or its assets, or any right to any distribution upon dissolution; or (v) membership within the meaning of the Delaware General Corporation Law.

(e) Obligations. Members will comply with the Foundation’s community standards and code of conduct, as adopted and amended by the Board of Directors.

(f) Non-Transferability. Membership is personal to the individual member and may not be sold, assigned, transferred, or inherited.

(g) Duration, Withdrawal, and Revocation. Membership continues until the member withdraws or the membership is revoked. A member may withdraw at any time. The Board of Directors, or a person to whom the Board has delegated the authority, may suspend or revoke a membership for violation of the Foundation’s community standards or for conduct materially inconsistent with the Foundation’s charitable purposes. Revocation extinguishes all rights under this Section and creates no claim against the Foundation.

(h) Administration. The Board of Directors will establish the operational terms of the membership program, including application, verification, recognition, recordkeeping, and reinstatement procedures. The Board may modify or discontinue the program at any time, and no member will acquire a vested right in its continuation.

ARTICLE IV: BOARD OF DIRECTORS

Section 4.1. General Powers

The affairs of the Foundation will be managed by its Board of Directors. The Board of Directors will have all powers necessary to carry out the purposes of the Foundation, consistent with applicable law and the Certificate of Incorporation.

Section 4.1A. Delegation of Authority

The Board of Directors may delegate the management of the Foundation’s day-to-day operations to officers, committees, employees, or agents of the Foundation, on such terms as the Board may determine. Delegation does not relieve the Board of its overall responsibility for the management and oversight of the Foundation. The Board may not delegate: (i) the adoption, amendment, or repeal of these Bylaws; (ii) the election or removal of officers; (iii) the approval of any merger, consolidation, conversion, sale of substantially all assets, or dissolution of the Foundation; (iv) the approval of the annual budget or any material deviation from it; (v) the adoption or amendment of the governance policies required by Article VII; or (vi) any other matter required by law, the Certificate of Incorporation, or these Bylaws to be acted upon by the Board itself.

Section 4.2. Number and Composition

The Board of Directors will consist of no fewer than five (5) and no more than nine (9) directors. Independent directors will constitute at least two-thirds (2/3) of the Board of Directors at all times. For purposes of this calculation, the founder is counted as a non-independent director for so long as the founder serves on the Board. A temporary shortfall arising from a vacancy, resignation, or removal will be cured at the next election of directors. This floor supports a robust independence posture for IRS purposes. The initial Board will be constituted with a minimum of five (5) directors and will expand to its full complement as qualified candidates are identified and elected. Reaching full Board complement will be a Year 1 organizational priority.

Section 4.3. Independence

A director is “independent” if the director has no material relationship with the Foundation other than as a director, and is not: (i) a current or former employee of the Foundation within the past three (3) years; (ii) a family member of a current employee or officer of the Foundation; or (iii) a vendor, supplier, or service provider to the Foundation that has received more than $10,000 in compensation from the Foundation in any calendar year. The Board will assess director independence annually.

Section 4.4. Qualifications

Directors will be selected on the basis of demonstrated expertise, professional experience, or personal commitment relevant to the Foundation’s mission. The Board will seek to maintain a diversity of perspectives, including representation from:

• Accounts receivable and collections industry professionals

• Regulatory, compliance, or legal experts, including former regulatory agency personnel

• Consumer advocacy and financial health perspectives

• Technology and open-source software communities

• Nonprofit governance, fundraising, or financial management

• Academic or policy research backgrounds.

Section 4.5. Election and Appointment

Directors will be elected by the Board of Directors at any duly convened meeting of the Board at which a quorum is present. The founding director may appoint the initial Board of Directors. Each director will be elected by a majority vote of the directors then in office.

Section 4.6. Terms of Office

Directors will serve staggered terms as follows:

(a) Initial Staggered Terms. To establish a staggered board, the initial directors will be divided into three classes as nearly equal in size as possible:

Class A directors will serve an initial term of one (1) year;

Class B directors will serve an initial term of two (2) years; and

Class C directors will serve an initial term of three (3) years.

(b) Renewal Terms. Upon the expiration of initial terms, each director will be eligible for election to a standard term of three (3) years. Directors may serve no more than three (3) consecutive three-year terms following their initial term, after which they must step off the Board for at least one (1) year before becoming eligible for re-election.

(c) Term Continuity. A director who fills a vacancy for a partial term will not have that partial term counted toward the consecutive term limit described in subsection (b).

Section 4.7. Resignation

A director may resign at any time by giving written notice to the Chair or the Secretary, or by other clear and verifiable expression of intent to resign communicated to the Foundation. A resignation given by written notice will be effective upon receipt of the notice unless a later effective date is specified in the notice. The Board will determine the effective date of any resignation given other than by written notice.

Section 4.8. Removal

A director may be removed with or without cause by a two-thirds (2/3) vote of the directors then in office at a duly convened meeting at which a quorum is present, provided that at least five (5) days’ advance written notice of the proposed removal is given to all directors prior to the meeting.

Section 4.9. Vacancies

A vacancy on the Board arising from any cause will be filled by a majority vote of the directors then in office, even if less than a quorum. A director elected to fill a vacancy will serve for the remainder of the unexpired term of the director whose position became vacant.

Section 4.10. Compensation

Directors will serve without compensation for their service as directors. The Board of Directors may authorize the reimbursement of reasonable and documented expenses incurred by directors in the performance of their duties. Nothing in this section precludes a director from being compensated for services rendered to the Foundation in a capacity other than as a director, subject to the Foundation’s conflict of interest and compensation review policies. For purposes of this section, compensation shall include loans.

ARTICLE V: COMMITTEES

Section 5.1. Standing Committees

The Board of Directors may establish standing committees to assist in carrying out the Foundation’s work. Each standing committee will operate pursuant to a written charter adopted by the Board of Directors. Standing committees may include, but are not limited to: an Executive Committee; a Finance and Audit Committee; and a Governance and Nominating Committee.

Section 5.2. Committee Membership

Each standing committee will consist of at least two (2) directors. A majority of each standing committee’s members will be independent directors. The chair of each committee will be a director appointed by the Board Chair, subject to Board approval.

Section 5.3. Special Committees

The Board or Board Chair may establish special (ad hoc) committees for specific, time-limited purposes. Each special committee will be chaired by a director appointed by the Board Chair. The remaining members of a special committee may include non-directors where the Board or Board Chair determines that outside expertise, community representation, or other considerations warrant broader participation. Where a special committee is granted any Board-delegated decision-making authority, a majority of its members must be directors. Special committees operating in a purely advisory or fact-finding capacity are not subject to the majority-director requirement. Special committees will be dissolved upon completion of their assigned tasks or upon action of the Board.

Section 5.4. Advisory Councils

The Board may establish advisory councils composed of non-director experts, community participants, and stakeholders to advise the Foundation on programmatic, technical, and strategic matters. Advisory councils will have no governance authority and will serve in a purely advisory capacity.

Section 5.5. Committee Procedures

Committees will meet as needed and will keep written minutes of their proceedings. Committee minutes will be available to all directors upon request. Committees will report regularly to the full Board and will not take action on behalf of the Foundation without Board authorization, except as specifically delegated by the Board in a committee charter or resolution.

ARTICLE VI: MEETINGS OF THE BOARD

Section 6.1. Regular Meetings

The Board of Directors will hold a minimum of four (4) regular meetings per calendar year. During the Foundation’s startup phase, the Board expects to meet monthly or as otherwise determined by the Board to meet organizational needs. The Board Chair, in consultation with other directors, will establish the schedule of regular meetings.

Section 6.2. Special Meetings

Special meetings of the Board may be called by the Chair, by the Executive Director (if any), or by any three (3) or more directors by giving notice to the Chair. Special meetings may be held in person, by telephone, or by electronic means.

Section 6.3. Notice

Notice of any regular meeting will be given to each director at least five (5) days before the meeting. Notice of any special meeting will be given to each director at least forty-eight (48) hours before the meeting. Notice may be given by email, telephone, video conference platform, or other electronic means. Notice is not effective unless the director has actually received it or the person giving notice has made a reasonable, documented effort to confirm receipt. For email notices, the Secretary will monitor for undeliverable messages and will follow up by an alternative method if delivery cannot be confirmed. For telephone or other real-time notice, the person giving notice will make a reasonable effort to speak with the director directly; a voicemail message alone does not constitute confirmed notice, and the person giving notice will follow up by email or other written means if direct contact is not made. The Secretary will maintain a record of how and when notice was given to each director for each meeting. A director may waive notice of any meeting in writing, and attendance at a meeting will constitute waiver of notice for that meeting.

Section 6.4. Quorum

A majority of the directors then in office will constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present will be the act of the Board, unless the vote of a greater number is required by law, the Certificate of Incorporation, or these Bylaws.

Section 6.5. Action Without Meeting

Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all directors then in office affirmatively consent to the action in writing. For action taken by email or other electronic written consent, each director must respond affirmatively; silence, non-response, or abstention does not constitute consent. Written consent may be transmitted by email or other electronic means. Written consents will be filed with the minutes of the Board.

Section 6.6. Electronic Participation

Directors may participate in any meeting by means of conference telephone, video conference, or other electronic communications technology by which all participants can hear one another and actively participate in the discussion. Participation by such means will constitute presence in person at the meeting.

Section 6.7. Voting

Each director will have one (1) vote. Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws, the affirmative vote of a majority of directors present at a meeting at which a quorum is present will be sufficient to take action.

Section 6.8. Minutes

The Secretary will cause minutes to be kept of all meetings of the Board of Directors and its committees. Minutes will reflect, at minimum:

• The directors present and absent

• Any waivers of notice and the determination of a quorum

• The substance of each motion made, including the identity of the director making the motion and the director seconding it

• The vote taken on each motion, recorded as adopted unanimously by the directors present where the vote is unanimous, or, where the vote is not unanimous, the names of directors voting in favor, opposed, abstaining, and recused, with the basis for each recusal

• The action taken

• Any other matter required to be recorded under the Foundation’s Conflicts of Interest Policy or other governance policies.

Minutes will be distributed to all directors following each meeting and will be approved at the next regular meeting of the Board.

ARTICLE VII: GOVERNANCE POLICIES

Section 7.1. Conflicts of Interest

The Board of Directors will adopt and maintain a written Conflicts of Interest Policy that complies with the requirements of IRS Form 1023 and applicable Delaware law. All directors, officers, and employees will be required to review and acknowledge the policy annually and to disclose any actual or potential conflict of interest before participating in any Board or committee action that may be affected by such conflict. Any director, officer, or employee with a conflict of interest in a matter will recuse from deliberation and voting on that matter.

Section 7.2. Document Retention and Destruction

The Board of Directors will adopt and maintain a written Document Retention and Destruction Policy governing the retention, storage, and disposal of the Foundation’s records in accordance with applicable law and recognized standards for nonprofit organizations.

Section 7.3. Whistleblower Protection

The Board of Directors will adopt and maintain a written Whistleblower Policy protecting directors, officers, employees, and volunteers who report, in good faith, suspected violations of law or Foundation policy from retaliation. The policy will establish a mechanism for confidential reporting and will designate a responsible party to receive and investigate reports.

Section 7.4. Compensation Review

All compensation arrangements for officers and key employees will be reviewed and approved in advance by the Board or a duly authorized committee, following the rebuttable presumption procedures of Section 4958 of the Internal Revenue Code. No director with a financial interest in a compensation decision will participate in that decision.

Section 7.5. Anti-Nepotism

The Board of Directors will adopt and maintain a written Anti-Nepotism Policy to prevent conflicts of interest arising from personal relationships among directors, officers, employees, and contractors. The policy will address: the hiring of family members and persons with close personal relationships to Foundation leadership; the awarding of contracts and vendor relationships; and any other transactions that may give rise to the appearance of preferential treatment based on personal relationships. All directors will be required to review and acknowledge this policy with a reminder to disclose annually.

Section 7.6. Anti-Capture

The Board of Directors will adopt and maintain a written Anti-Capture Policy to protect the Foundation’s independence and neutrality. The policy will: prohibit any single sponsor, donor, vendor, or industry faction from exercising undue influence over the Foundation’s governance, programs, or technology decisions; establish limits on the concentration of Board representation from any single employer, organization, or industry sector; require public disclosure of major sponsorships and funding sources; and provide procedures for identifying and responding to potential capture risks.

Section 7.7. Volunteer and Expense Reimbursement

The Board of Directors will adopt and maintain a written Volunteer and Expense Reimbursement Policy governing the reimbursement of out-of-pocket expenses incurred by directors, officers, employees, contractors, and volunteers acting on the Foundation’s behalf. The policy will be designed to operate as an accountable plan under Section 62(c) of the Internal Revenue Code and will apply uniformly to all persons acting on the Foundation’s behalf, without preferential treatment based on role or relationship to Foundation leadership.

Section 7.8. Gift Acceptance

The Board of Directors will adopt and maintain a written Gift Acceptance Policy governing the evaluation, acceptance, declination, and recognition of gifts, grants, and sponsorships received by the Foundation. The policy will: establish criteria for accepting and declining gifts consistent with the Foundation’s mission, independence, and neutrality; require liquidation of non-cash gifts to cash within a reasonable period absent specific Board authorization to retain; prohibit gifts conditioned on the development, publication, or endorsement of specific products, features, content, or positions not on the Foundation’s publicly adopted roadmap or program plans; and govern the Foundation’s sponsorship recognition program, including the requirement that all sponsor recognition tier names use the word “Sponsor” and that no sponsor recognition imply a governance relationship, mutual endorsement, or shared control.

Section 7.9. Trademark Protection

The Board of Directors will adopt and maintain a written Trademark Policy governing the use of the Foundation’s trademarks, service marks, and visual identity by third parties. The policy will: identify the marks the Foundation claims, including the Foundation’s name, the OpenAR Collective trade name, the names of the Foundation’s software platforms, and associated logos and visual identity elements; distinguish the Foundation’s trademark rights from rights granted under its open source software licenses; describe permitted uses that do not require Foundation authorization, including truthful nominative reference and educational use; identify uses that require Foundation authorization, including use of any mark in product names, branding, or commercial distribution; address forks and derivative distributions of the Foundation’s software, including the conditions under which the Foundation’s marks may be used in a downstream packager’s branding through participation in the Foundation’s Certified Distribution program; apply uniformly to all parties without preferential treatment for entities affiliated with Foundation leadership; and establish a graduated enforcement approach that prefers cooperative resolution over legal action.

Section 7.10. Open Source Licensing

The Board of Directors will adopt and maintain a written Open Source Policy governing the licensing of software produced under the Foundation’s umbrella and the terms on which contributions to that software are accepted. The policy will: identify the open source license or licenses applied to the Foundation’s software, consistent with the Foundation’s Certificate of Incorporation; preserve the Board’s authority to apply different open source licenses to future software outputs of the Foundation where doing so better serves the Foundation’s mission; establish the contributor intellectual property model governing how contributions are accepted into the Foundation’s codebases; require Foundation-maintained source files to carry standard machine-readable license identifiers and Foundation-maintained codebases to publish dependency attribution as the licenses of incorporated third-party components require; address AI-assisted contributions and the contributor’s accountability for what is submitted; and authorize maintainers of each codebase to publish and update repository-level governance documentation consistent with this Policy.

Section 7.11. Antitrust

The Board of Directors will adopt and maintain a written Antitrust Policy to enumerate the Foundation’s own intention and expectation of all officers, directors, volunteers, employees, and members, to conduct all programs, meetings, collaborations, and information-sharing activities in a manner that complies with applicable antitrust and competition laws and that avoids even the appearance of facilitating anti-competitive conduct.

ARTICLE VIII: OFFICERS

Section 8.1. Officers

The officers of the Foundation will be a Chair, a Vice Chair, a Secretary, and a Treasurer. The Board of Directors may create additional officer positions as it deems necessary. All officers will be directors of the Foundation.

Section 8.2. Chair

The Chair will preside at all meetings of the Board of Directors, serve as the primary spokesperson and representative of the Foundation, provide strategic leadership and direction in collaboration with the Board, and perform such other duties as the Board may assign. The Chair’s authority to preside yields to the Vice Chair in any meeting or deliberation in which the Chair has a conflict of interest or is otherwise required to recuse under these Bylaws or the Foundation’s Conflicts of Interest Policy.

Section 8.3. Vice Chair

The Vice Chair will assist the Chair in the performance of duties, assume the Chair’s responsibilities in the Chair’s absence or incapacity, and perform such other duties as the Board may assign. The Vice Chair will preside over any Board meeting, deliberation, or vote in which the Chair has a conflict of interest or is required to recuse, including, without limitation, any transaction, arrangement, or decision in which the Chair has a direct or indirect financial interest or other conflict of interest under these Bylaws or the Foundation's Conflicts of Interest Policy. When presiding in the Chair’s place under this provision, the Vice Chair will have full authority to conduct the meeting and call the vote on the matter at hand.

Section 8.4. Secretary

The Secretary will keep or cause to be kept the minutes of all meetings of the Board of Directors and its committees, maintain the corporate records, give or cause to be given required notices of meetings, and perform such other duties as the Board may assign.

Section 8.5. Treasurer

The Treasurer will have oversight of the Foundation’s financial affairs, ensure that accurate and complete financial records are maintained, chair or serve on the Finance and Audit Committee, present financial reports at Board meetings, and perform such other duties as the Board may assign.

Section 8.6. Election and Term

Officers will be elected by the Board at the first regular meeting of each fiscal year or at such other time as the Board determines. Officers will serve one-year terms and may be re-elected without limit. Because all officers must be directors, the director service limits set forth in Section 4.6 apply indirectly: a director who reaches the maximum consecutive service period and is required to take a leave from the Board will also vacate any officer position held at that time, and will not be eligible to serve as an officer again until re-elected to the Board.

Section 8.7. Removal and Resignation

An officer may be removed with or without cause by a majority vote of the Board at any meeting at which a quorum is present. An officer may resign by giving written notice to the Chair or Secretary, or by other clear and verifiable expression of intent to resign communicated to the Foundation. The Board will determine the effective date of any resignation given other than by written notice.

Section 8.8. Vacancies

If the office of Chair becomes vacant, the Vice Chair will assume the duties of the Chair until the Board elects a successor. For any other officer vacancy, the Board of Directors will elect a replacement by majority vote of the directors then in office at any regular or special meeting. A director elected to fill an officer vacancy will serve for the remainder of the unexpired term of the officer whose position became vacant.

ARTICLE IX: FINANCIAL MANAGEMENT

Section 9.1. Fiscal Year

The fiscal year of the Foundation will begin on January 1 and end on December 31 of each year, unless otherwise changed by the Board of Directors.

Section 9.2. Budget

The Board of Directors will approve an annual operating budget prior to the start of each fiscal year. Material deviations from the approved budget will require Board authorization.

Section 9.3. Accounts and Records

The Treasurer will ensure that all funds of the Foundation are deposited in accounts held in the name of the Foundation at financial institutions selected by the Board. Complete and accurate financial records will be maintained in accordance with generally accepted accounting principles applicable to nonprofit organizations. The Foundation’s books and financial statements will classify net assets as net assets with donor restrictions and net assets without donor restrictions, and will record for each asset received its source, any donor-imposed restriction on its use, and the manner in which it is expended.

Section 9.4. Contracts and Instruments

The Board of Directors may authorize any officer or agent to enter into any contract or execute any instrument on behalf of the Foundation by majority vote at any meeting at which a quorum is present, or by written consent in lieu of a meeting pursuant to Section 6.5. Such authorization may be general or specific in its application and will be reflected in the minutes or written consent record. In the absence of a specific Board authorization, the Chair and the Treasurer will each have authority to execute contracts and instruments in the ordinary course of the Foundation's operations up to a dollar threshold established from time to time by Board resolution. Any transaction exceeding that threshold, or any transaction outside the ordinary course of operations, will require specific Board authorization regardless of amount.

Section 9.5. Disbursement Controls

The Board of Directors will establish, and may modify from time to time by resolution, internal controls governing the disbursement of Foundation funds. Those controls will apply to every method by which Foundation funds may be disbursed, including checks, electronic transfers, automated clearing house transactions, payment cards, online bill payment, and any other disbursement channel the Foundation uses. The controls may designate which officers hold withdrawal authority, require more than one authorized signature or approval above a stated dollar amount, and limit the amount that any single authorized person may disburse without further approval. Controls adopted under this Section remain in effect until modified or repealed by the Board and are not affected by a change in the Foundation’s financial institution.

Section 9.6. Annual Financial Review

The Board of Directors will arrange for an annual financial review, audit, or compilation, as appropriate to the Foundation’s size and activities, to be conducted by an independent certified public accountant or accounting firm. The Foundation will make its 990 or other applicable financial statements publicly available as required by all applicable rules.

Section 9.7. Annual Information Return

A complete copy of the Foundation’s annual information return, including all schedules, will be provided to every member of the Board of Directors before the return is filed with the Internal Revenue Service. The Board will be afforded a reasonable period to review the return and to direct any correction before filing. The Secretary will record in the minutes the date the return was distributed to the Board, the review conducted, and the date of filing. This Section applies to Form 990, Form 990-EZ, Form 990-N, and any successor annual information return.

Section 9.8. Compensation

The Foundation may compensate officers, employees, and contractors for services rendered at rates determined to be reasonable and appropriate by the Board of Directors, following the rebuttable presumption procedures of Section 4958 of the Internal Revenue Code, where applicable. Compensation will be documented in writing and approved by the Board of Directors before services begin.

ARTICLE X: INDEMNIFICATION AND INSURANCE

Section 10.1. Indemnification

To the fullest extent permitted by the Delaware General Corporation Law, the Foundation will indemnify any director, officer, employee, or agent of the Foundation who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding by reason of such person’s service to the Foundation, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action. The Foundation may also advance expenses incurred in defending any such proceeding upon receipt of an undertaking to repay such amounts if it is ultimately determined that the person is not entitled to indemnification.

Section 10.2. Insurance

The Foundation will obtain and maintain directors’ and officers’ liability insurance and such other insurance as the Board of Directors deems appropriate and consistent with the Foundation’s financial resources.

ARTICLE XI: AMENDMENTS

Section 11.1. Amendment Procedure

These Bylaws may be amended, altered, or repealed by a two-thirds (2/3) affirmative vote of the directors then in office at any regular or special meeting of the Board, provided that notice of the proposed amendment has been given to all directors at least ten (10) days before the meeting. An amendment may also be adopted by unanimous written consent of all directors then in office. No amendment will take effect until approved in accordance with this section.

Section 11.2. Certificate of Incorporation

Nothing in these Bylaws will authorize any amendment to the Certificate of Incorporation of the Foundation without compliance with the requirements of the Delaware General Corporation Law.

ARTICLE XII: FUNDAMENTAL TRANSACTIONS

Section 12.1. Dissolution

The Foundation may be dissolved by a two-thirds (2/3) vote of the directors then in office, subject to any required approval under the Delaware General Corporation Law. Upon dissolution, after payment or provision for payment of all liabilities and obligations of the Foundation, the remaining assets will be distributed to one or more organizations described in Section 501(c)(3) of the Internal Revenue Code, or to a federal, state, or local governmental entity for a public purpose, as determined by the Board of Directors. No assets will be distributed to any private individual upon dissolution.

Section 12.2. Mergers, Consolidations, and Other Fundamental

Transactions The Foundation will not enter into any of the following transactions except by the affirmative vote of at least three-fourths (3/4) of the directors then in office, at a duly convened meeting at which a quorum is present, with at least ten (10) days’ advance written notice of the proposed transaction given to all directors prior to the meeting: (i) the merger or consolidation of the Foundation with or into any other entity; (ii) the conversion or domestication of the Foundation to any other form of entity or to the jurisdiction of any other state; or (iii) the sale, lease, exchange, or other disposition of all or substantially all of the Foundation’s assets, other than in the ordinary course of the Foundation’s programs. Any transaction under this section is further subject to any applicable requirements of the Delaware General Corporation Law and Section 501(c)(3) of the Internal Revenue Code.

ARTICLE XIII: GENERAL PROVISIONS

Section 13.1. Parliamentary Authority

The rules contained in the most recent edition of Robert’s Rules of Order, Newly Revised, will govern the Foundation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws or any special rules of order adopted by the Board of Directors.

Section 13.2. Conflicts with Law

These Bylaws will be construed in a manner consistent with the Delaware General Corporation Law and Section 501(c)(3) of the Internal Revenue Code. If any provision of these Bylaws is found to conflict with applicable law, the applicable law will prevail, and the remaining provisions of these Bylaws will continue in full force and effect.

Section 13.3. Seal

The Foundation may have a corporate seal in such form as the Board of Directors may determine. The seal may be used by causing it or a facsimile of it to be impressed, affixed, reproduced, or otherwise applied.

Section 13.4. Electronic Communications

Any notice, signature, or other communication required or permitted under these Bylaws may be transmitted or maintained in electronic form to the extent permitted by applicable law. Electronic signatures will be deemed legally effective to the same extent as original signatures where permitted by law.

Section 13.5. Severability

If any provision of these Bylaws is found to be invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect without impairment.