ARTICLE I
MISSION, VISION, OBJECTIVES, AND PURPOSES
Network Theory Applied Research Institute, Inc. (“NTARI”) is organized exclusively for charitable, religious, educational, scientific, or other purposes as allowed for under Section 501(c)(3) of the Internal Revenue Code, or corresponding Section of any future federal tax code. NTARI will not engage in political or legislative activities prohibited under Section 501(c)(3) of the Internal Revenue Code.
The Network Theory Applied Research Institute’s mission is to support collective intelligence community development with software, hardware and organization services.
ARTICLE II
MEMBERS
2.1 Eligibility: Voting membership shall be open to any member of NTARI.org who purchases it for $4.99/mo at https://www.ntari.org//group-page/ntari-members-backend
2.2 Classification: There shall be one (1) level of membership: member
2.3 Rights: All voting members, regardless of classification, shall have the right to vote in all Board of Director elections and be eligible to hold any office within NTARI, to serve on committees, and to represent NTARI upon direction of the Board or appointment by the President.
2.4 Resignation and Termination: Any member may resign by ceasing the payment of dues. Resignation shall not relieve a member of unpaid dues or other charges previously accrued. A member can have their membership terminated by a majority vote of the Board. All members shall be protected from termination unless the individual participates in an illegal activity (i.e. theft, sexual harassment, conviction of a felony).
2.5 Non-Voting Membership: Non-voting members are those who attend local Lost Sheep meetings but do not meet the minimum volunteering or funding requirements for voting rights
2.6 Annual Membership Meetings: The membership shall have an Annual Membership Meeting (“Annual Meeting”) at which the members shall formulate overall policy and direction, receive reports on the activities of the Institute, and, if necessary, amend the Bylaws. Biennially at the Annual Meeting, the membership shall elect a new Board of Directors. The Annual Meeting shall take place in the month of October 9th via Zoom. (see https://ntari.org/events)
2.7 Online Membership Meetings: The President, chairman or Board of Directors may convene virtual meetings of the Members at designated dates and times circulated at https://ntari.org/events
2.8 Quorum: The attendance of the board of directors and at least 51% of voting membership, without regard to member classification, shall constitute a quorum. Once a Member is represented present for any purpose at a meeting, the Members shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting. Except as otherwise required by law or these Bylaws, if a quorum exists, action on a matter shall be approved if the Members entitled to a majority of the votes entitled to be cast on the matter vote in favor of the action.
2.9 Voting: All issues to be voted on shall be decided by a simple majority of voting
Members present at the meeting in which the vote takes place.
ARTICLE III
Board of Directors
3.1 Role: The Board of Directors (“Board”) is responsible for the overall policy and direction of NTARI, and delegates responsibility of day-to-day operations to the staff and committees.
3.2 Composition: The initial Board of Directors shall consist of seven (7) Board Members– president, vice president, treasurer and secretary. The founders of NTARI shall enjoy non-inheritable permanent membership on the board. The Board may from time adjust the number of available positions.
3.3 Term: The Board Members, upon election, immediately enter upon the performance of his or her duties and shall continue in office until his or her successors shall be duly elected and qualified. All Board Members must be approved at an Annual or Special Membership Meeting and shall serve two (2) year terms; there is no limit to the number of times a Board Member may be re-elected.
3.4 Eligibility: Individuals eligible to be a member of the Board shall be a current voting Member of NTARI
3.5 Chairman of the Board: At the first meeting of the Board, a Chairman of the Board may be elected from among, and by, the then serving Board Members. The Chairman shall serve a term of one year or until his or her successor is elected and shall qualify. There is no limit to the number of times a Board Member may be selected as Chairman. The Chairman shall convene and preside over all regularly scheduled board meetings or shall arrange for the Vice-Chair or President to preside over the meeting in the Chairman’s absence. If no Chairman is elected or if such Chairman should fail to convene and preside over a called meeting, the President shall act in the Chairman’s place.
3.6 Annual Board Meeting: The Board of Directors shall have an Annual Board Meeting (“Annual Board Meeting”) at which the Board Members shall take on any business it deems necessary and elect new Officers. The Annual Meeting shall take place within 60 days of the Annual Membership Meeting; the specific date, time, and location of which will be designated
by the Board of Directors at least two weeks in advance of the meeting and shall be circulated by general publication, electronically or via mailings, to the Board of Directors.
3.7 Regular Meetings: The Board shall meet no less than four (4) times per calendar year, including the Annual Board Meeting. A Board meeting may be held in-person or via Discord. The specific date, time, and location of all Regular Meetings shall be designated by the Chairman or President at least two weeks in advance of the meeting and shall be circulated by general publication, electronically or via mailings, to all members of the Board of Directors. Each Board Member may miss two (2) Board meetings per calendar year before becoming ineligible to continue serving on the Board.
a. Action Without Meeting. Any action required or permitted to be taken at a Board of Directors meeting may be taken without a meeting and without prior notice if the action is taken by the Board of Directors having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting. The action taken under this Section shall be evidenced by documentation on the management scoreboard describing the action taken, and signed by the Board Members taking the action for inclusion in the minutes or filing with the corporation records. Action taken under this Section shall be effective when consents representing the votes necessary to take the action are delivered to the corporation, or such different date specified in the consent. A consent under this Section shall have the effect of a vote at a meeting and may be described as such in any document.
3.8 Quorum and Voting Requirements. The Board of Directors shall be entitled to act on a matter at a meeting only if a quorum exists. Unless these Bylaws provide otherwise, a majority of those votes entitled to be cast on the matter shall constitute a quorum for action on that matter. Once a vote is represented for any purpose at a meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting. Except as otherwise required by the Act or these bylaws, if a quorum exists, action on a matter shall be approved if the directors entitled to a majority of the votes entitled to be cast on the matter vote in favor of the action.
3.9 Removal: Any Board Member may be removed, either with or without cause, at any time, by a three-fourths vote of the voting Members present at an Annual or Special Membership Meeting.
3.10 Resignations: Any Board Member may resign at any time by giving written notice to the Board of Directors, or to the President or Secretary. Such resignation shall not take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
3.11 Vacancies: Whenever a vacancy occurs in the Board of Directors it shall be filled without undue delay at a Special Membership Meeting or at the Annual Membership Meeting if such Annual Membership Meeting is set to occur within three months of the vacancy.
3.12 Compensation: Members of the Board of Directors shall not receive any compensation for their services as Board Members.
3.13 Committees of the Board: The Board of Directors may create one or more committees, which may consist of one or more members. All committee members shall be appointed by the Board of Directors. All committee members shall be appointed for such terms as set by the Board when creating or amending the committee. All committees serve at the pleasure of the Board of Directors. Each committee may exercise the authority of the Board of Directors as authorized by the Board of Directors except that a committee may not take action prohibited by law or which deal with (1) authorizing distributions; (2) approving or recommending to the Members the dissolution of NTARI, merger of NTARI with another entity, or the sale, pledge or transfer of NTARI’s assets; (3) electing, appointing, or removing any Directors or filling vacancies on the Board or any of its committees; or (4) adopting, amending, or repealing the Articles or Bylaws. The Committee shall follow all Bylaw provisions relating to Board conduct, particularly those which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board, and any additional rules and regulations promulgated by the Board relating to committees in general or that particular committee.
3.14 Advisory Council: An Advisory Council may be created whose members shall be elected by the members of the Board of Directors. Such council members shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the community and support the work of NTARI by providing expertise and professional knowledge.
ARTICLE IV
OFFICERS
4.1 Positions: The Officers of NTARI shall consist of the Board of Directors, the president, vice president, treasurer and secretary who are elected by the members, and the Chief Executive who shall be elected by the Board of Directors. Other Offices, as may be deemed necessary, may be created by the Board, and such other Officers and assistant Officers may be elected in the same manner as the other Officers. No Officer shall serve automatically on the Board of Directors
4.2 Nomination and Election: The Board of Directors, or a committee authorized to nominate Officers by the Board of Directors and in accordance with procedures approved by the Board of Directors, shall nominate Members of NTARI who are eligible to serve as an Officer for particular offices. The Board shall submit its slate for election at or prior to the Annual Board Meeting. A Member nominated for an office must receive a majority of the votes cast by the Board. In the event that more than two (2) candidates appear on the ballot and no candidate receives a majority of the votes, a runoff election between the two (2) candidates receiving the most votes shall be conducted. The Program Manager shall be a compensated employee of the Institute whose duties require their close knowledge of board activities.
4.3 Term of Office: The term of office for all elected Officers shall be two (1) year, with no maximum for consecutive terms in any one office. Each Officer shall hold office until his successor shall have been duly elected and shall have qualified or until he/she shall resign or shall have been removed in the manner hereinafter provided.
4.4 Removal: Any Officer may be removed, either with or without cause, at any time, by the vote of a majority of the Board of Directors.
4.5 Resignations: Any Officer may resign at any time by giving written notice to the Board of Directors, or to the President or Secretary. Such resignation shall not take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
5.6 Vacancies: Any vacancy in any office because of death, resignation, removal, or any cause shall be filled for the unexpired portion of the term in the manner prescribed in these Bylaws for election or appointment to such office.
4.6 Officers and Duties.
a. President: The President shall have active executive management of the operations of NTARI, subject to the control of the Board of Directors. The President shall, when present, preside at all meetings of the Board unless someone other than the President is elected as Chairman of the Board, in which case said Chairman shall preside. The President may sign, with the Secretary, or any other proper Officer of NTARI thereunto authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board have authorized to be executed, except in cases where the execution thereof shall be expressly delegated by the Board or by these Bylaws to some other Officer or agent of NTARI, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
b. Secretary: The Secretary shall keep the minutes of the Board of Directors' meetings in audio/video format and post on the Youtube channel provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws, or as required, be custodian of the corporate records and of the seal, and keep a register of the post office address of each Director (which address shall be furnished to the Secretary by such Director), and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board.
c. Treasurer: If required by the Board, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board shall determine. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of NTARI; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws, and, in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board. To be eligible to serve as Treasurer a Member must have an accounting certification (CPA, EA, etc..).
d. Vice President: the vice president shall assist the president in his/her duties
e. Executive Officer: the executive officer shall be charged with all executive actions assigned by the board of directors
ARTICLE V
GENERAL STANDARDS OF CONDUCT
5.1 Standards of Conduct for Directors and Officers: All Board Members and Officers shall discharge his or her duties, including his or her duties as a member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner he or she reasonably believes to be in the best interests of NTARI. The Board Member or Officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
a. One or more Officers or employees of NTARI whom the individual reasonably believes to be reliable and competent in the matters presented;
b. Legal counsel, public accountants, or other persons as to matters the individual reasonably believes are within the person's professional or expert competence; or
c. A committee of the Board of Directors of which he or she is not a member if the individual reasonably believes the committee merits confidence.
A Board Member or Officer is not acting in good faith if said individual has knowledge concerning the matter in question that makes reliance otherwise permitted by this section unwarranted.
5.2 Compliance with State and Federal Laws: Board Members and Officers shall at all times be in compliance with various provisions of applicable State and federal laws governing nonprofit organizations.
ARTICLE VI
CONFLICT OF INTEREST POLICY
6.1 Purpose of Conflict of Interest Policy: The purpose of the conflict of interest policy is to protect NTARI’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Board Members or might result in a possible excess benefit transaction. This policy is intended to supplement, but not replace any applicable State or federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
6.2 Definitions: The following definitions relate to this Article VII (Conflict of Interest Policy):
a. Interested Person. Interested Person shall mean any Board Member, Officer, or member of a committee with Board powers delegated by the Board of Directors, who has a direct or indirect financial interest.
b. Financial Interest. Financial Interest shall mean an interest of a Person if the Person has, directly or indirectly, through business, investment, or family:
1. an ownership or investment interest in any entity with which NTARI has a transaction or arrangement;
2. a compensation arrangement with NTARI or with any entity or individual with which NTARI has a transaction or arrangement; or
3. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which NTARI is negotiating a transaction or arrangement.
c. Compensation. Compensation shall include direct or indirect remuneration, as well as gifts or favors, that are not insubstantial.
6.3 Procedures:
a. Duty to Disclose. In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of the Financial Interest and be given the opportunity to disclose all material facts to the Board and members of committees with Board powers considering the proposed transaction or arrangements.
b. Determining Whether a Conflict of Interest Exists. After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, the Interested Person shall leave the Board or committee meeting while the determination of conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.
c. Procedures for Addressing Conflict of Interest.
1. An Interested Person may make a presentation at the Board or committee meeting, but after the presentation, the Interested Person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2. The presiding officer of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the Board or committee shall determine whether NTARI can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in NTARI’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decisions as to whether to enter into the transaction or arrangement.
d. Violations of the Conflict of Interest Policy:
1. If the Board or committee has reasonable cause to believe a Board Member, Officer, or Member has failed to disclose any actual or possible conflicts of interest, it shall inform the potential Interested Person of the basis for such belief and afford the potential Interested Person an opportunity to explain the alleged failure to disclose.
2. If, after hearing the potential Interested Person’s response and after making further investigation as warranted by the circumstances, the Board or committee determines the potential Interested Person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
6.4 Records of Proceedings: The minutes of the Board and all committees with Board powers shall contain the following:
1. Names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest;
2. The nature of the Financial Interest;
3. Any action taken to determine whether a conflict of interest was present; 4. The Board’s or committee’s decisions as to whether a conflict of interest, in fact, existed;
5. The names of the persons who were present for the discussions and the votes relating to the transaction or arrangement;
6. The content of the discussion, including any alternatives to the proposed transaction or arrangement; and
7. A record of any votes taken in connection with the proceedings.
6.5 Compensation: A voting Board Member or Officer who receives Compensation, directly or indirectly, and in whatever capacity, from NTARI for services is precluded from voting on matters pertaining to that Officers compensation. A voting member of any committee whose jurisdiction includes Compensation matters and who receives Compensation, directly or indirectly, and in whatever capacity, from NTARI for services is precluded from voting on matters pertaining to that committee member’s Compensation. No voting Board Member, Officer, or committee member whose jurisdiction includes Compensation matters and who receives Compensation, directly or indirectly, and in whatever capacity, from NTARI, either individually or collectively, is prohibited from providing information to any committee regarding Compensation.
6.6 Annual Statements. Each Board Member, Officer, and member of a committee with Board powers shall annually sign a statement which affirms such person:
1. Has received a copy of the conflict of interest policy;
2. Has read and understands the policy;
3. Has agreed to comply with the policy; and
4. Understands that NTARI is charitable and, in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
6.7 Periodic Reviews. To ensure NTARI operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining; and 2. Whether partnerships, joint ventures, and arrangements with management organizations conform to NTARI’S written policies, are properly recorded, reflect
reasonable investment or payments for goods and services, further charitable purposes, and do not result in an inurement, an impermissible private benefit, or an excess benefit transaction.
When conducting periodic reviews, NTARI may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE VII
The fiscal year of NTARI shall begin on the 1st day of January of each year.
FISCAL YEAR
ARTICLE VIII
These Bylaws may be amended or repealed by the vote of Members entitled to cast at least a majority of the votes which all Members are entitled to cast thereon, at any meeting of the Members, duly convened after notice to the Members of that purpose.
AMENDMENTS
Certification
These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on January 7, 2024
Jodson Graves, president, founding member
Calvin Secrest, vice president
Grace Graves, secretary, founding member
Effective Date: Jan 7, 2025