BYLAWS OF [FEDERATION NAME]

A California Nonprofit Mutual Benefit Corporation Organized as an International Federation of Local AT Protocol Community Groups

Status: Working draft / skeleton. This document is a structural starting point, not finished bylaws. The Federation is incorporated in California but is designed from the outset as an international federation with founding member groups in the United States, Canada, the European Union, the United Kingdom, Japan, and other jurisdictions. Take it to a California nonprofit lawyer with international nonprofit experience (SELC’s Resilient Communities Legal Café is the right first stop; you may also want a second consultation with a cross-border nonprofit specialist) before adopting. Bracketed values are placeholders to be set by the founding members.

ARTICLE I: NAME AND OFFICES

Section 1.1: Name

The name of this corporation is [Federation Name] (the “Federation”).

Section 1.2: Principal Office

The principal office of the Federation shall be located in [City, County], California. The Board of Directors may change the location of the principal office. The Federation may also have offices at such other places as the Board of Directors may from time to time designate.

Section 1.3: Registered Agent

The Federation shall maintain a registered agent for service of process in the State of California as required by law.

ARTICLE II: PURPOSES

Section 2.1: Purposes

This corporation is a Nonprofit Mutual Benefit Corporation organized under the California Nonprofit Mutual Benefit Corporation Law (Corporations Code §§ 7110 et seq.), for the mutual benefit of its members.

The specific purposes of the Federation are:

  1. To support and serve local AT Protocol community groups by providing shared infrastructure, resources, and mutual aid;

  2. To receive grants, sponsorships, donations, and other support and to distribute such support among Member Groups according to criteria determined by the membership;

  3. To procure and maintain liability insurance and other shared services for the benefit of Member Groups;

  4. To convene Member Groups for coordination, peer learning, and collective action in support of the open social web;

  5. To engage in any other lawful activity consistent with these purposes and incidental thereto;

  6. To do so without any individual gain to any Director, Officer, or Member, and without any private benefit other than the mutual benefit contemplated for Members as a class.

Section 2.2: Tax Exemption

The Federation intends to qualify as an organization exempt from federal income taxation under Section 501(c)(6) of the Internal Revenue Code as a business league or association of business leagues. The Federation shall conduct its affairs consistently with the requirements of such exempt status.

Section 2.3: Limitations

No part of the net earnings of the Federation shall inure to the benefit of, or be distributable to, any Director, Officer, or other private person, except that the Federation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.

The Federation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

ARTICLE III: MEMBERSHIP

Section 3.1: Member Groups

The Federation shall have one class of members, designated “Member Groups.” Each Member Group is an organized local AT Protocol community group meeting the eligibility criteria set forth in Section 3.2.

Section 3.2: Eligibility

To be eligible for membership, a group shall:

  1. Have an organizing committee or designated convener with at least one named individual authorized to act on the group’s behalf;

  2. Have run at least three (3) events in the preceding twelve (12) months, or commit in writing to a plan for at least three (3) events in the next twelve (12) months;

  3. Operate primarily in a defined geographic area;

  4. Affirm in writing the Federation’s Bylaws and Code of Conduct;

  5. Designate a primary delegate (and optionally, an alternate delegate) authorized to vote on the group’s behalf.

A Member Group is not required to be a separately incorporated legal entity.

Member Groups may be located in any jurisdiction. The Federation is an international federation of equals; Member Groups in the United States, Canada, the European Union, the United Kingdom, Japan, and any other jurisdiction participate on equal terms. Eligibility, voting rights, and access to shared resources do not depend on the location of a Member Group or its members, subject only to the Federation’s practical ability to extend specific services (such as liability insurance) across jurisdictions, as addressed in Article VII.

Section 3.3: Application and Admission

A group seeking membership shall submit a written application to the Secretary in such form as the Board may prescribe. The application shall be reviewed at the next regular meeting of the Member Groups. Admission shall require a majority vote of Member Groups present at a meeting at which a quorum is present.

Section 3.4: Rights of Member Groups

Each Member Group in good standing shall have:

  1. One vote on all matters submitted to a vote of the membership, regardless of the Member Group’s size, age, dues paid, or any other factor;

  2. The right to receive notice of all meetings of the membership;

  3. The right to inspect the books and records of the Federation as provided by California law;

  4. The right to coverage under any general liability or related insurance maintained by the Federation, subject to the terms of such policies;

  5. Eligibility to receive distributions from grants, sponsorships, and donations received by the Federation, according to allocation criteria determined by the membership;

  6. Access to shared resources and infrastructure of the Federation;

  7. The right to nominate and elect Directors.

Section 3.5: No Outside Voting Rights

No person, organization, funder, sponsor, donor, vendor, or other party other than a Member Group in good standing shall have any vote on any matter before the Federation. Sponsors, supporters, and funders may be recognized publicly but shall have no governance rights of any kind. This provision shall not be amended except by a vote of two-thirds (2/3) of all Member Groups.

Section 3.6: Dues

The Federation may, but is not required to, assess annual dues on Member Groups. Any dues structure must be approved by majority vote of the membership and applied uniformly to all Member Groups.

Section 3.7: Good Standing

A Member Group shall remain in good standing by:

  1. Continuing to meet the eligibility criteria in Section 3.2;

  2. Designating a delegate who participates in member meetings at the minimum required level set by the Board (initially: attendance at not fewer than two (2) of four (4) annual meetings);

  3. Paying any dues, if assessed, by their due date;

  4. Operating consistently with the Federation’s Code of Conduct.

A Member Group falling out of good standing shall receive written notice from the Secretary identifying the deficiency. The Member Group shall have not less than sixty (60) days to come back into good standing.

Section 3.8: Suspension and Removal

A Member Group may be suspended or removed for:

  1. Persistent failure to participate in member governance after written notice;

  2. Conduct by the group’s organizers that materially violates the Code of Conduct;

  3. Misrepresentation to the Federation, its funders, or the public concerning the group’s relationship to the Federation;

  4. Other actions that, in the judgment of the membership, are incompatible with continued membership.

Suspension or removal shall require a two-thirds (2/3) vote of all Member Groups in good standing, after written notice to the affected Member Group not less than thirty (30) days before the meeting (or before the close of a written-ballot vote), stating the reasons proposed for the action and providing the Member Group an opportunity to be heard before the vote.

Section 3.9: Voluntary Withdrawal

Any Member Group may withdraw from the Federation at any time on written notice to the Secretary. A withdrawing Member Group has no claim on Federation assets.

ARTICLE IV: MEETINGS OF MEMBERS

Section 4.1: Annual Meeting

The Annual Meeting of the Member Groups shall be held each year at a date, time, and place (or by remote means) determined by the Board, for the purpose of electing Directors, approving the annual budget, and conducting other business properly brought before the meeting. The Annual Meeting shall be held primarily or entirely by remote means to facilitate participation by Member Groups across jurisdictions and time zones.

Section 4.2: Regular Meetings

Regular meetings of the Member Groups shall be held not less than [quarterly], at such times and places (or by remote means) as the Board shall determine.

Section 4.3: Special Meetings

Special meetings of the Member Groups may be called by:

  1. The Board of Directors;

  2. The President; or

  3. Written request of not less than twenty percent (20%) of Member Groups in good standing.

Section 4.4: Notice

Written notice of each meeting shall be given to each Member Group’s designated delegate not less than fourteen (14) days nor more than ninety (90) days before the meeting. The notice shall specify the date, time (stated in Coordinated Universal Time (UTC) and at least two other major time zones reflecting Member Group locations), place (or remote-meeting access), and purposes of the meeting and shall include the agenda. Any Member Group may add items to the agenda by written request to the Secretary at least seven (7) days before the meeting.

Meeting times shall be scheduled to facilitate participation by Member Groups across jurisdictions. The Board shall adopt and maintain a meeting-scheduling practice that rotates among time-zone windows so that no single region consistently bears the burden of inconvenient meeting times.

Section 4.5: Quorum

A quorum at a meeting of Member Groups shall consist of a majority of Member Groups in good standing. If a quorum is not present, the meeting may convene for discussion but may not take binding votes; the meeting may be adjourned and reconvened with proper notice.

Section 4.6: Voting

Each Member Group shall have one (1) vote on each matter submitted to a vote of the membership. Voting shall be by the Member Group’s designated delegate (or alternate delegate if so authorized by the Member Group).

Voting may be conducted:

  1. In person or by remote participation at a duly noticed meeting;

  2. By written ballot, including electronic ballot, with a response window of not less than fourteen (14) days, where authorized by the Board.

Written ballot is the default voting method for all matters where feasible, to ensure full participation by Member Groups across time zones. Synchronous voting at meetings shall be reserved for matters requiring real-time deliberation. The Board shall ensure that ballot procedures accommodate Member Groups regardless of jurisdiction or working language, including providing reasonable accommodations for translation where requested.

Section 4.7: Required Majorities

Unless a higher threshold is required by these Bylaws, the Articles of Incorporation, or California law, action shall be taken by a majority of Member Groups voting at a meeting at which a quorum is present, or a majority of those casting ballots in a written-ballot vote, provided the number of ballots cast equals or exceeds the quorum requirement.

The following actions require a two-thirds (2/3) vote of all Member Groups in good standing:

  1. Amendment of these Bylaws;

  2. Amendment of the Articles of Incorporation;

  3. Suspension or removal of a Member Group;

  4. Removal of a Director;

  5. Approval of merger, consolidation, or dissolution;

  6. Modification of the asset-lock provisions in Article XI (subject also to the destiny-lock ratification requirement in Article X);

  7. Modification of Section 3.5 (No Outside Voting Rights) (subject also to the destiny-lock ratification requirement in Article X);

  8. Modification of Section 7.6 (No Outside Governance Rights) (subject also to the destiny-lock ratification requirement in Article X);

  9. Recognition of a new Affiliate under Article XIII;

  10. Termination of an Affiliate relationship under Article XIII.

Section 4.8: Action Without a Meeting

The Member Groups may take any action without a meeting by unanimous written consent or by written ballot consistent with California Corporations Code § 7513.

ARTICLE V: BOARD OF DIRECTORS

Section 5.1: Powers

Subject to the provisions of California law, the Articles of Incorporation, and these Bylaws, and to any limitations contained in the actions of the Member Groups, the affairs of the Federation shall be managed under the direction of the Board of Directors.

Section 5.2: Number and Qualification

The Board shall consist of not fewer than five (5) nor more than seven (7) Directors. The number within that range shall be set by resolution of the membership. Each Director shall be a delegate (or eligible to be designated as a delegate) of a Member Group in good standing.

Section 5.3: Election

Directors shall be elected by the Member Groups at the Annual Meeting from nominees presented by Member Groups. Directors shall serve two-year (2-year) terms, staggered so that approximately half the Board’s seats are up for election each year.

Section 5.4: Term Limits

No Director shall serve more than two (2) consecutive full terms (a maximum of four (4) consecutive years). After sitting out at least one (1) year, a former Director is again eligible for election.

Section 5.5: Vacancies

A vacancy on the Board shall be filled by the Member Groups at the next regular or special meeting. The Board may appoint an interim Director to serve until the vacancy is filled by the membership.

Section 5.6: Removal

A Director may be removed, with or without cause, by two-thirds (2/3) vote of the Member Groups in good standing.

Section 5.7: Resignation

A Director may resign at any time on written notice to the Board.

Section 5.8: No Compensation

Directors shall serve without compensation, except that they may be reimbursed for reasonable expenses incurred in the performance of their duties, subject to a reimbursement policy adopted by the Board.

Section 5.9: Meetings of the Board

The Board shall meet at least [quarterly] (suggested: monthly or every six weeks during the founding period). Meetings shall be held by remote means to facilitate participation by Directors across jurisdictions, with in-person gatherings as supplemental rather than required. Notice shall be given to each Director at least seven (7) days in advance, except for emergency meetings (with at least 48 hours’ notice) or meetings held by unanimous consent. Meeting times shall be stated in UTC and rotated to avoid consistently disadvantaging any time zone.

Section 5.10: Quorum and Voting

A majority of Directors then in office shall constitute a quorum. Action of the Board requires a majority of Directors present at a meeting at which a quorum is present, except where a higher threshold is required.

Section 5.11: Action Without a Meeting

The Board may take action without a meeting by unanimous written consent.

Section 5.12: Open Meetings

Meetings of the Board are open to delegates of Member Groups as observers, except that the Board may enter executive session for personnel, legal, or other sensitive matters by majority vote.

Section 5.13: Conflict of Interest

Each Director and Officer shall disclose to the Board any material personal, professional, or financial interest in any matter before the Board or the membership. A Director or Officer with a conflict shall recuse from voting on the matter and, if requested by the Board, from the related discussion. The Secretary shall maintain a register of disclosed interests, available on request to any Member Group.

The Federation shall adopt a written Conflict of Interest Policy consistent with IRS guidance.

Section 5.14: International Directors

Directors may be residents, nationals, or citizens of any jurisdiction. No Director shall be required to be a US person for any purpose other than as specifically required by applicable law for a particular action (e.g., signing certain US bank or tax documents).

The Federation shall accommodate international participation through:

  1. Remote meetings as the default form;

  2. Asynchronous decision-making where feasible;

  3. Rotating meeting schedules that do not consistently favor any single time zone;

  4. Reasonable accommodations for translation, where requested, of materials and discussion;

  5. Reimbursement of reasonable expenses related to international travel where in-person attendance is required (such travel shall not be required as a condition of board service).

The Board shall aspire to maintain geographic and jurisdictional diversity in its composition that reflects the distribution of Member Groups, while recognizing that the membership, not geography, elects Directors.

ARTICLE VI: OFFICERS

Section 6.1: Officers

The Officers of the Federation shall be a President, a Secretary, and a Chief Financial Officer (Treasurer). The Federation may have such additional Officers as the Board may determine.

Section 6.2: Election and Term

Officers shall be elected by the Board from among its members at the first Board meeting following each Annual Meeting. Officers shall serve one-year (1-year) terms and may be re-elected.

Section 6.3: Roles

President. Presides at meetings of the membership and the Board, signs documents on behalf of the Federation as authorized, and serves as a public spokesperson.

Secretary. Maintains the records of the Federation, including minutes of meetings, the membership register, and the conflict of interest register; gives notice of meetings; and certifies actions of the Federation.

Chief Financial Officer / Treasurer. Maintains financial records; presents financial reports to the Board and the membership; oversees compliance with tax and financial reporting obligations.

The same person may not simultaneously serve as President and Secretary.

Section 6.4: Removal

An Officer may be removed by a majority vote of the Board.

ARTICLE VII: FINANCIAL POLICIES

Section 7.1: Fiscal Year

The fiscal year of the Federation shall be [January 1 through December 31] unless otherwise determined by the Board.

Section 7.2: Annual Budget

The Board shall propose an annual budget for the upcoming fiscal year and present it to the Member Groups for approval at or before the Annual Meeting.

Section 7.3: Expenditure Authority

The Board may authorize expenditures within the approved annual budget. Any single expenditure exceeding [$10,000], or any unbudgeted expenditure exceeding [$5,000], requires approval of the Member Groups.

Section 7.4: Acceptance of Funds

The Federation may accept grants, sponsorships, donations, dues, fees-for-service, and other revenue consistent with its purposes. Any grant or sponsorship of [$25,000] or more, and any grant or sponsorship offered with conditions affecting Federation programs, leadership, or speech, requires approval of the Member Groups before acceptance.

Section 7.5: Funder Concentration

The Board shall monitor funder concentration. If a single funder is projected to provide more than forty percent (40%) of the Federation’s revenue for two consecutive fiscal years, the Board shall report this to the membership at the next regular meeting, and the membership shall determine whether to diversify revenue or accept the dependency.

Section 7.6: No Outside Governance Rights

No grant, sponsorship, donation, contract, or other arrangement with an outside party shall confer any governance rights on that party. The Federation shall not enter into any agreement that would conflict with this provision.

Section 7.7: Financial Controls

The Board shall adopt and maintain written financial controls including, at minimum: dual signature or dual approval requirements for expenditures over a defined threshold; quarterly financial reports to the Board; annual financial reports to the membership; and an annual review or audit of financial records (the form of which depends on Federation revenue and applicable law).

Section 7.8: Reporting Currency and International Transfers

The Federation’s books shall be kept in United States Dollars (USD) as the reporting currency. Funds received or disbursed in other currencies shall be converted at a documented exchange rate at the time of the transaction.

The Federation may receive and disburse funds across international borders using banking services suited to such transfers (including multi-currency accounts and licensed money-transmission services). The Board shall adopt a written International Funds Policy addressing, at minimum:

  1. Procedures for transferring funds to Member Groups in jurisdictions outside the United States;

  2. Documentation requirements consistent with US Internal Revenue Service rules for foreign payees (including IRS Forms W-8BEN-E and 1099 as applicable);

  3. Compliance with US sanctions programs administered by the Office of Foreign Assets Control (OFAC);

  4. Reasonable allocation of currency-conversion costs and international transfer fees between the Federation and recipient Member Groups.

Section 7.9: Insurance and Shared Services Across Jurisdictions

The Federation shall procure liability insurance and other shared services for the benefit of Member Groups to the extent practicable across the jurisdictions in which Member Groups operate. Where a single insurance policy or shared service cannot reasonably extend to a particular jurisdiction, the Board shall work with affected Member Groups to identify equivalent local coverage and may, with member approval, subsidize such coverage from Federation funds.

No Member Group’s eligibility for membership, voting rights, or other governance participation depends on the availability of insurance or other shared services in that Member Group’s jurisdiction.

ARTICLE VIII: INDEMNIFICATION

The Federation shall indemnify its Directors, Officers, and other agents to the fullest extent permitted by California Corporations Code § 7237. The Federation may purchase and maintain insurance on behalf of its Directors, Officers, and agents against liabilities arising from their roles.

ARTICLE IX: RECORDS AND REPORTS

Section 9.1: Records

The Federation shall maintain at its principal office:

  1. The Articles of Incorporation and Bylaws (with all amendments);

  2. Minutes of meetings of the membership and the Board;

  3. The membership register, including each Member Group’s name, designated delegates, and good-standing status;

  4. Books and records of account;

  5. The conflict of interest register;

  6. All other records required by law.

Section 9.2: Annual Report to Members

The Board shall provide to each Member Group annually:

  1. A financial report including revenue, expenditures, and balance sheet;

  2. A program report describing Federation activities, grants and sponsorships received and distributed, and significant decisions;

  3. A funder transparency report listing the Federation’s funders and any conditions attached to received funds.

Section 9.3: Inspection Rights

Member Groups in good standing have the inspection rights provided by California Corporations Code §§ 8330–8338.

ARTICLE X: AMENDMENTS

These Bylaws may be amended by two-thirds (2/3) vote of all Member Groups in good standing, conducted either at a meeting at which a quorum is present, or by written ballot, provided that the proposed amendments have been delivered to all Member Groups at least thirty (30) days before the vote.

The provisions of Section 3.5 (No Outside Voting Rights), Section 7.6 (No Outside Governance Rights), and Article XI (Dissolution) shall require, in addition to the two-thirds threshold above, ratification by at least three-quarters (3/4) of all Member Groups in good standing. This higher threshold is the destiny-lock supermajority and applies cumulatively with Section 4.7.

ARTICLE XI: DISSOLUTION

Section 11.1: Dissolution

The Federation may be dissolved by two-thirds (2/3) vote of the Member Groups in good standing, after proper notice as required by California law.

Section 11.2: Distribution of Assets on Dissolution

Upon the dissolution of the Federation, after payment of or provision for all liabilities, the remaining assets shall be distributed to one or more organizations that:

  1. Are organized and operated for purposes substantially similar to those of the Federation, including the support of community organizing around decentralized social protocols, the open social web, or related community technology; and

  2. Are exempt from federal income tax under Section 501(c)(3) or Section 501(c)(6) of the Internal Revenue Code.

Under no circumstances shall the assets of the Federation be distributed to any Member Group, Director, Officer, or private person. This asset-lock is a condition of the Federation’s existence and may be modified only as provided in Article X.

ARTICLE XII: CODE OF CONDUCT

The Federation shall maintain a written Code of Conduct applicable to Federation events, communications, and Member Group conduct in the Federation’s name. The Code shall be initially adopted by the Board with member ratification and may thereafter be amended by majority vote of the Member Groups.

Member Groups agree to enforce the Federation’s Code of Conduct or an equivalent code at their own events.

ARTICLE XIII: INTERNATIONAL AFFILIATES

Section 13.1: Authority to Recognize Affiliates

The Federation may, by two-thirds supermajority vote of the Member Groups in good standing, recognize affiliated organizations (“Affiliates”) incorporated in other jurisdictions for the purpose of:

  1. Receiving grants and donations in jurisdictions where local incorporation facilitates funding;

  2. Holding assets, employing staff, or signing contracts in jurisdictions where local presence is required;

  3. Advancing the Federation’s purposes within a defined geographic region.

Section 13.2: Independence of Affiliates

An Affiliate is an independent legal entity with its own governance under the law of its home jurisdiction. The Federation does not control an Affiliate, and an Affiliate does not control the Federation. The relationship between the Federation and each Affiliate shall be governed by a written Memorandum of Understanding (or equivalent agreement) approved by the membership of the Federation and the governing body of the Affiliate.

Section 13.3: Required Provisions of Affiliate Agreements

Each Affiliate agreement shall, at minimum:

  1. Affirm the principles of equal voice, member governance, and no outside capture set forth in these Bylaws;

  2. Define the use of the Federation’s name, trademarks, and branding by the Affiliate, including conditions for revocation;

  3. Address how Member Groups located in the Affiliate’s region relate to the Federation and to the Affiliate (Member Groups are members of the Federation regardless of any Affiliate’s existence and shall not be required to also be members of the Affiliate);

  4. Define financial relationships, including any sharing of funds, joint fundraising, or fee-for-service arrangements;

  5. Provide for resolution of disputes between the Federation and the Affiliate;

  6. Provide for termination of the affiliation, including disposition of jointly-held assets and use of branding upon termination.

Section 13.4: Member Groups Remain Members of the Federation

The existence of an Affiliate in a region shall not diminish the rights or change the status of any Member Group. Each Member Group remains a Member Group of the Federation with one vote, regardless of whether an Affiliate exists in the Member Group’s region.

Section 13.5: Limitation

This Article authorizes the Federation to recognize Affiliates but does not require it to do so. The Federation may operate without any Affiliates for as long as the membership determines that doing so serves its purposes.

Section 13.6: Termination of Affiliate Relationship

The Federation may terminate its recognition of any Affiliate by two-thirds supermajority vote of the Member Groups in good standing. Termination shall follow any notice and cure procedures set forth in the Memorandum of Understanding with the Affiliate. Upon termination, the disposition of jointly-held assets and the use of the Federation’s name and branding by the former Affiliate shall be governed by the terms of the Memorandum of Understanding in effect at the time of termination.

ARTICLE XIV: INITIAL ADOPTION

These Bylaws were adopted on [Date] by the initial Board of Directors and ratified by the founding Member Groups on [Date].

SCHEDULE A: INITIAL MEMBER GROUPS

The following Member Groups are confirmed as initial Members upon adoption of these Bylaws. Names and contact information will be confirmed by each group’s designated delegate before filing.

  1. ATProto LA (Los Angeles, California, United States), Delegate: [Name], [Contact]
  2. ATProto Boston (Boston, Massachusetts, United States), Delegate: [Name], [Contact]
  3. ATProto PDX (Portland, Oregon, United States), Delegate: [Name], [Contact]
  4. ATProto Seattle (Seattle, Washington, United States), Delegate: [Name], [Contact]
  5. ATBrasil (Brazil), Delegate: [Name], [Contact]

Additional Member Groups admitted before adoption shall be appended to this Schedule.

SCHEDULE B: INITIAL DIRECTORS

The initial Board shall consist of [number, between 5 and 7] Directors elected by the founding Member Groups at the ratifying meeting. Directors and their initial term lengths (staggered to begin the rotation cycle) will be entered here at adoption.

Seat Director Home Member Group Initial Term
1 [Name] [Member Group] 2 years
2 [Name] [Member Group] 2 years
3 [Name] [Member Group] 1 year (staggered)
4 [Name] [Member Group] 1 year (staggered)
5 [Name] [Member Group] 2 years

To establish staggered terms, at least one initial Director shall serve a one-year first term (rather than the standard two-year term) so that subsequent elections produce a rotating board. After this initial staggering, all subsequent Directors serve two-year terms per Section 5.3.