BY-LAWS OF MAC ADMINS FOUNDATION
Adopted September 28, 2021
ARTICLE 1. NAME
The non-profit corporation shall be known as Mac Admins Foundation. Mac Admins Foundation will hereby be referred to in these by-laws as "the Corporation."
ARTICLE 2. PURPOSES
This corporation is organized exclusively for charitable and educational purposes within the meaning of section 501(c)(3), specifically for the purpose of advancing the global community of people who manage Apple devices at large and small scales.
The organization will engage in activities permissible under section 501(c)(3) including the following:
Fostering the connections among Mac Admins around the globe;
Sharing knowledge and resources for members’ ongoing professional growth;
Preserving collected knowledge for the benefit of others;
Making a welcoming and accessible organization to expand the profession;
Providing for the use of community tools (such as the Mac Admins Slack workspace);
Protecting the independence of the community; and
Maintaining affordable access to all community resources, regardless of members’ economic status.
No part of any activities of the organization will include participating in or intervening in any political campaign on behalf of or in opposition to any candidate for public office.
This corporation is not organized for profit, and no part of the net earnings of this corporation shall inure to the benefit of any member of the Board of Directors or any other individual except that this corporation may make payments of reasonable compensation for services rendered.
The corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.
Notwithstanding any provision of these By-laws, this corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law)
ARTICLE 3. OFFICES
The principal office of the corporation shall be located at its principal place of business or such other place as the Board of Directors ("Board") may designate. The corporation may have such other offices, either within or without the District of Columbia, as the Board may designate or as the business of the corporation may require from time to time.
ARTICLE 4. MEMBERSHIP
4.1 The corporation shall initially have no voting members.
ARTICLE 5. BOARD OF DIRECTORS
5.1 General Powers
A Board of Directors, referred to in these by-laws as “Board”, shall govern the affairs of the corporation.
5.2 Number
The Board shall consist of not less than three Directors, the specific number to be set by resolution of the Board.
5.3 Qualifications
Directors shall have such qualifications as the Board may prescribe by resolution or amendment to these Bylaws.
5.4 Election of Directors
The initial Directors named in the Articles of Incorporation shall serve until the next annual meeting of the Board. Successor Directors shall be elected by action of the Board.
5.5 Term of Office
Unless a Director dies, resigns, or is removed, or is otherwise limited in term upon election, he or she shall hold office for a term of three years. A Director may serve as many consecutive terms as they are chosen to serve.
5.6 Annual Meeting
An annual meeting of the Board of Directors shall be held at least once per year at a time and location set by the Board for the purpose of transacting such business as may properly come before the meeting.
5.7 Regular Meetings
By resolution, the Board may specify the date, time and place for the holding of regular meetings without other notice than such resolution.
5.8 Special Meetings
Special meetings of the Board may be called by or at the written request of a Chairperson or one-third of the Directors. The person or persons authorized to call special meetings may fix any location called by them.
5.9 Meeting Participation by Telephone or Electronic Medium
Directors may join and participate in a meeting by means of videoconference, telephone or similar medium, so long as all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence at a meeting.
5.10 Place of Meetings
Meetings shall be held at any appropriate real or virtual location designated by the Board or by any persons entitled to call a meeting.
5.11 Notice of Special Meetings
Notice of special meetings shall be given to a Director not less than ten days before the meeting. Neither the business to be transacted at, nor the purpose of any special meeting need be specified in the notice of such meeting.
5.12 Waiver of Notice
5.12.1 In Writing
Whenever any notice is required to be given to a Director under the provisions of these Bylaws, the Articles of Incorporation or applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
5.12.2 By Attendance
The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
5.13 Quorum
Unless a greater proportion is required by law, a majority of the Directors then in office shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is present at the commencement of a meeting, a quorum shall be deemed present throughout such proceedings.
5.14 Manner of Acting
Except as otherwise required by law or by the Articles of Incorporation or these Bylaws, the act of a majority of the Directors then in office, as taken at a meeting where a quorum is present, shall be the act of the Board.
5.15 Presumption of Assent
A Director of the corporation present at a Board meeting at which action on any matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered into the minutes of the meeting, or unless such Director files a written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.
5.16 Abstention
A Director of the corporation present at a Board meeting at which quorum is present is required to voice his or her assent or dissent during a vote taken by the Board, except in the situation that a Director has a conflict of interest on the matter being considered. A Director with a conflict of interest should then abstain from the vote. This abstention will not affect the calculation of quorum. The right of abstention may be expanded by a resolution of the Board or an amendment of these by-laws.
5.17 Action by Board Without a Meeting
Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors. Such action may only take place if it is deemed by the President or two Directors that a Board Meeting may not be called within a reasonable amount of time. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be inserted in the minute book as if it were the minutes of a meeting of the members.
5.18 Resignation
Any Director may resign at any time by delivering written notice to a Chairperson or the Secretary at the registered office of the corporation, or by giving oral or written notice at any meeting of the Directors. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
5.19 Removal of Directors
At a regular or special meeting of the Board, one or more Directors may be removed from office, with or without cause by a majority vote of the Board of Directors.
5.20 Removal of Members
At a regular or special meeting of the Board, one or more members may be removed from the corporation, with or without cause, by a majority vote of the Board of Directors.
5.21 Board Committees
5.21.1 Standing or Temporary Committees
The Board, by resolution, may designate and appoint one or more standing or temporary committees, each of which shall consist of three or more Directors. Such committees shall have and exercise the authority of the Directors in the governance of the corporation, subject to such limitations as may be prescribed by the Board; except that no committee shall have the authority to take any of the following actions:
a) amend, alter or repeal these Bylaws;
b) elect, appoint or remove any member of any other committee or any Director or officer of the corporation;
c) amend the Articles of Incorporation;
d) adopt a plan of merger or consolidation with another corporation; e) authorize the sale, lease or exchange of all or substantially all the property and assets of the corporation not in the ordinary course of business;
f) authorize the voluntary dissolution of the corporation or revoke proceedings therefore;
g) adopt a plan for the distribution of the assets of the corporation; or
h) amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by a committee.
The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon it, him or her by law.
5.21.2 Quorum; Manner of Acting
A two-thirds majority of the number of Directors composing any committee shall constitute a quorum, and the unanimous act of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.
5.21.3 Resignation
Any member of any committee may resign at any time by delivering written notice thereof to the President, the Secretary or the chairperson of such committee, or by giving oral or written notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
5.21.4 Removal of a Committee Member
The Board, by resolution, may remove from office any member of any committee elected or appointed by it.
5.21.5 Current Standing Committees
There will be no initial standing committees.
5.22 Compensation
The Directors shall receive no compensation for their service as Directors but may receive reimbursement for expenditures incurred on behalf of the corporation.
ARTICLE 6. OFFICERS
6.1 Number and Qualifications
The officers of the corporation shall be two Co-Chairpersons, a Chairperson Emeritus, a Secretary, and a Treasurer, each of whom shall be elected by the Board. Other officers and assistant officers may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. Any two or more offices may be held by the same person, except the offices of Chairperson and Secretary.
6.2 Election and Term of Office
The Officers of the corporation shall be elected each year by the Board at the annual meeting of the Board. Unless an Officer dies, resigns, or is removed from office, they shall hold office for a term of two years and until such Officer’s successor has been elected or appointed and qualified.
6.3 Resignation
Any officer may resign at any time by delivering written notice to a Chairperson, the Secretary, or by giving oral or written notice at a meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
6.4 Removal
Any officer or agent elected or appointed by the Board may be removed from office by the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
6.5 Vacancies
A vacancy in any office created by the death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the
Board for the unexpired portion of the term or for a new term established by the Board.
6.6 Chairpersons
The two Chairpersons shall jointly serve as the chief executive of the corporation, and, subject to the Board's control, shall supervise and control all of the assets, business and affairs of the corporation. The Chairpersons shall preside over meetings of the Board. The Chairpersons may sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the Chairpersons shall perform all duties incident to the office of Chairpersons and such other duties as are assigned to them by the Board from time to time.
6.7 Chairperson Emeritus
The Chairperson Emeritus serves in an advisory capacity, to steward the overall strategy and direction of the organization and to help ensure institutional memory and sustainability. The Chairperson Emeritus shall assume such other roles and perform such other duties as assigned by the Chairpersons and Board from time to time.
6.8 Secretary
The Secretary shall:
a) keep the minutes of meetings of the Board, and meetings which may be maintained by committees of the Board;
b) see that all notices are duly given in accordance with the provisions of these Bylaws as required by law;
c) be custodian of the corporate records of the corporation;
d) keep authorized by the Chairpersons or the Board, deeds, mortgages, bonds, contracts, or other instruments; and
e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chairpersons or the Board.
6.9 Treasurer
If requested by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board may determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation in banks, trust companies or other depositories selected in accordance with the provisions of 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 to him or her by the President or the Board.
ARTICLE 7. STATEMENTS OF ANTI-RACISM AND ANTI-HARASSMENT
7.1 Statement of Anti-Racism
To support our objectives of equitable access to and within our community, we are committed to ensuring equity and anti-racism within our organizational systems, structures, programs and practices for all our stakeholders. We aim to ensure that all current and future employees, management, volunteers, members, and visitors can exercise their right to work, volunteer, access programs and enjoy an environment that is free from racism and other forms of oppression. We believe that the first step in addressing racism and other forms of oppression is to develop consistent commitments, to live by them and to work actively to eliminate all forms of discrimination among people in our wider community.
We believe this begins with:
Valuing and recognizing that the racial and ethno-cultural diversity of our members, employees, management, volunteers, Board and community are sources of enrichment and strength
Recognizing, acknowledging and critically engaging the issues of racism and other oppressions that create lack of access, equality and participation for traditionally marginalized communities.
Understanding that as multi-dimensional individuals human beings are an intersection of various identities and therefore often experience intersectional oppression that cannot be addressed in isolation and any struggle or effort against oppression must recognize and address the complex interlocking of these oppressions to effectively facilitate access and participation
To this end we are committed to:
Combating oppression within our community and through our work, challenging relevant inequity within the tech admin service sector
As an employer and service provider proactively addressing any intentional or unintentional acts of oppression towards an individual or a group of people that creates barriers to access or participation on the basis of personal or group characteristics including but not limited to race, ancestry, ethnic origin, place of origin, citizenship, creed (religion), age, gender identity, gender expression, sex (including pregnancy), sexual orientation, marital status, family status, disability, receipt of public assistance, record of offenses in all aspects of its operation and at all levels of the organization.
Examining and improving all our interactions, practices, policies, protocols and programs on an ongoing basis, to ensure compliance with this policy, that we are consistently accountable to being accessible and barrier free and that the community that we represent and members of our organization see themselves valued and reflected within the organization.
Supporting other work including networks, coalitions and community initiatives that are committed to the elimination of racism and oppression.
Proactively engaging in anti-racism anti-oppression training for our Board, employees, management, volunteers and members to foster anti-racism anti-oppression values, attitudes, behaviours and practices.
7.2 Statement of Anti-Harassment
The Corporation values employees and volunteers, and believes in a work environment that fosters mutual respect and collegiality and is free from harassment based on age, race, religion, gender, marital status, national origin, sexual orientation, veteran status, or disability, or on any other basis that is prohibited by local, state, or federal law. Conduct that violates this policy will result in strict disciplinary action.
Harassment is verbal or physical conduct that denigrates, or shows hostility or aversion toward, an individual because of his or her age, race, religion, gender, marital status, national origin, sexual orientation, veteran status, or disability and that (1) has the purpose of effect or creating an intimidating, hostile, or offensive work environment; (2) has the purpose or effect of unreasonably interfering with an individual’s work performance; or (3) otherwise adversely affects an individual’s employment opportunities.
Sexual harassment is a form of harassment with certain specific features. Unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature may constitute sexual harassment when (1) submission to such conduct is made either explicitly or implicitly a term or condition of an individual’s employment; (2) submission to or rejection of such conduct is used as the basis for an employment decision; or (3) such conduct has a purpose or effect of unreasonably interfering with an individual’s work performance or creating an intimidating, hostile, or offensive work environment.
The Corporation encourages employees to report incidents of harassment or discrimination. Any employee who feels he or she has been discriminated against or harassed because of protected class status should immediately speak with an elected officer of the Board of Directors. Complaints will be treated seriously and promptly investigated, and appropriate action will be taken. Employees will not be subject to any retaliation for reporting the complaint. Any employee who retaliates against another employee for making such a report will be subject to disciplinary action, up to and including termination.
ARTICLE 8. ADMINISTRATIVE PROVISIONS
8.1 Books and Records
The corporation shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of the Board, and any minutes which may be maintained by committees of the Board; records of the name and address of each Director, and each officer; and such other records as may be necessary or advisable.
8.2 Accounting Year
The Accounting Year of the corporation shall be the twelve months ending December 31.
8.3 Rules of Procedure
The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Roberts' Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.
8.4 Contracts and Documents
The Board of Directors may authorize the Chair, the Executive Director, if any, and the Secretary in the absence of an Executive Director to enter into contracts or to execute and deliver other documents and instruments on the Corporation's behalf. Such authority may be invested in other officers or agents of the Corporation from time to time for specific purposes.
8.5 Gifts
The Board of Directors may authorize an executive manager, the Secretary, or a Chairperson, to accept on behalf of the Corporation any contribution, gift, bequest, or devise for the charitable or public purposes of the Corporation.
8.6 Checks and Notes
Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by a Chairperson, the Treasurer, or the President.
8.7 Indemnification and Insurance
8.7.1 Indemnification of Officers and Directors
Unless otherwise prohibited by law, the Corporation shall indemnify any director or officer, any former director or officer, any person who may have served at its request as a director or officer of another corporation, whether for-profit or not-for-profit, and may, by resolution of the Board of Directors, indemnify any employee against any and all expenses and liabilities actually and necessarily incurred by him/her or imposed on him/her in connection with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which s/he may be or is made a party by reason of being or having been such director, officer, or employee; subject to the limitation, however, that there shall be no indemnification in relation to matters as to which s/he shall be adjudged in such claim, action, suit, or proceeding to be guilty of a criminal offense or liable to the Corporation for damages arising out of his/her own negligence or misconduct in the performance of a duty to the Corporation.
8.7.2 Indemnity Limitations
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Corporation may advance expenses to , or where appropriate may itself, at its expense, undertake the defense of, any director, officer, or employee; provided, however, that such director, officer or employee shall undertake to repay or to reimburse such expense if it should ultimately be determined that s/he is not entitled to indemnification under this Article.
8.7.3 Commencement
The provisions of this Article shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof.
8.7.4 Non-exclusivity
The indemnification provided by this Article shall not be deemed exclusive to any other rights to which such director, officer, or employee may be entitled under any statute, Bylaw, agreement, vote of the Board of Directors, or otherwise and shall not restrict the power of the Corporation to make any indemnification permitted by law.
8.7.5 Insurance
The Board of Directors may authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability asserted against or incurred by him/her which arises out of such person's status as a director, officer, employee, or agent or out of acts taken in such capacity, whether or not the Corporation would have the power to indemnify the person against that liability under law.
8.7.6 Exceptions
In no case, however, shall the Corporation indemnify, reimburse, or insure any person for any taxes imposed on such individuals under Chapter 42 of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended ("the Code"). Further, if at any time the Corporation is deemed to be a private foundation within the meaning of section 509 of the Code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in o 4941(d) or o 4945(d), respectively, of the code.
8.7.7 Protection of Bylaws
If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
ARTICLE 9. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by majority vote of the Board of Directors.
[NOTE: Amendments are to be added both in-line and listed chronologically under Article 9. The following shows an example segment from Articles 6 and 9.]
ARTICLE 6. OFFICERS
6.1 Number and Qualifications
The officers of the corporation shall be two Co-Chairpersons, a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be elected by the Board. Other officers and assistant officers may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. Any two or more offices may be held by the same person, except the offices of Chairperson President and Secretary.
6.2 Election and Term of Office
The Officers of the corporation shall be elected each year by the Board at the annual meeting of the Board. Unless an Officer dies, resigns, or is removed from office, they shall hold office for a term of two years one year and until such Officer’s successor has been elected or appointed and qualified.
…
ARTICLE 9. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by majority vote of the Board of Directors.
Amendment 1 - February 22, 2022: Change Chairperson Officer roles to President and Vice President. Change Officer term from 2 years to 1 year. Affected sections include 6.1, 6.2, 6.3, 6.6.