DroidBuildersBylaws
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| Bylaws | |
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| Category: | Governance |
| Creators: | Steele Smith |
| Contributors: | Board of Directors |
| Created: | June 2026 |
| Updated: | June 2026 |
| Notes: | Bylaws v2.0 (Georgia) |
Article 1: Name, Offices, and Purpose
1.1 Name and Status
The name of this organization is DroidBuilders, Inc. (the "Corporation" or "DroidBuilders"), a nonprofit corporation organized under the Georgia Nonprofit Corporation Code (O.C.G.A. Title 14, Chapter 3) and recognized as exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.
1.2 Offices
The Corporation's principal office is located in Cherokee County, Georgia. The Corporation shall continuously maintain a registered office and registered agent in the State of Georgia as required by law; the registered office need not be the same as the principal office.
1.3 Purpose
The Corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Its primary purpose is to advance science, technology, engineering, and mathematics (STEM) education and to serve the public by inspiring learning and curiosity -- including through the design, construction, display, and operation of replica droids at schools, hospitals, libraries, and community events.
1.4 Tax-Exempt Operational Restrictions
- No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members, or other private individuals, except that the Corporation may pay reasonable compensation for services actually rendered and reimburse reasonable expenses in furtherance of its exempt purposes.
- No substantial part of the Corporation's activities shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office.
- The Corporation shall not carry on any activity not permitted to be carried on by an organization exempt under Section 501(c)(3), or by an organization to which contributions are deductible under Section 170(c)(2), of the Internal Revenue Code.
- Upon dissolution, the Corporation's assets shall be distributed as provided in Article 14.
1.5 Mission, Vision, and Values
The Corporation's mission, vision, and values, together with its membership program and organizational identity, are set out in the DroidBuilders Charter. The Charter is subordinate to the Articles of Incorporation and these Bylaws and shall not conflict with them.
Article 2: Members
The Corporation shall have no members within the meaning of the Georgia Nonprofit Corporation Code; that is, the Corporation has no statutory members holding voting rights, and it is governed by its Board of Directors. References to "members" in the Charter and elsewhere describe the Corporation's builder community -- an affiliation and recognition status governed by the Charter -- and do not confer any statutory membership rights, including any right to vote for Directors or on corporate matters.
Article 3: Board of Directors
3.1 General Powers
The Board of Directors (the "Board") is the governing body of the Corporation. As a steward of the public trust, the Board is responsible for the Corporation's governance and for the ongoing due diligence necessary to ensure the health and effectiveness of the Corporation. The Board shall have the power to govern the affairs and property of the Corporation, in keeping with the Articles of Incorporation, these Bylaws, and the policies it adopts.
3.2 Number
The Board shall consist of no fewer than three (3) and no more than fifteen (15) Directors, as fixed from time to time by the Board. All Directors shall have identical rights and responsibilities.
3.3 Independence
The Board shall strive to ensure that a majority of its Directors are independent. An "independent" Director is one who: (a) is not, and whose close relatives are not, compensated by the Corporation as an employee or contractor; (b) does not have a material financial interest in any entity doing business with the Corporation; and (c) is otherwise free of any relationship that would interfere with the exercise of independent judgment. As the Corporation grows, the Board should expand toward at least five (5) Directors with an independent majority.
3.4 Tenure
Directors shall serve a term of three (3) years, beginning immediately following the close of the annual meeting at which they are elected. A full three-year term is considered served upon the passage of three (3) annual meetings. No Director shall serve more than two (2) consecutive three-year terms; service to fill an unexpired term does not count toward this limit. Directors shall serve staggered terms to balance continuity with fresh perspective.
3.5 Qualifications and Composition
The Board shall seek Directors who reflect the qualifications and diversity the Board determines, in its policies, will best serve the Corporation's mission.
3.6 Nomination and Election
The Committee on Directorship shall present a slate of Director candidates for election by the Board at the annual meeting. Newly elected Directors take office immediately following the close of that meeting.
3.7 Vacancies
Any vacancy on the Board, and any new directorship created by an increase in the number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, upon the recommendation of a qualified candidate by the Committee on Directorship. A Director elected to fill a vacancy serves for the unexpired term of the position.
3.8 Resignation
A Director may resign at any time by delivering a written resignation to the Prex (Board Chair).
3.9 Removal
The Board may remove any Director or Officer for cause by a two-thirds (2/3) vote of all Directors then in office, at any regular or special meeting. A written statement of the reason(s) for the proposed removal shall be delivered to the affected Director or Officer (including by electronic transmission) at least thirty (30) days before the Board acts, together with notice of the time and place of the meeting at which the matter will be considered. The affected Director or Officer shall be given an opportunity to be heard.
3.10 Compensation; No Loans
Directors and Officers shall serve without compensation for their service as Directors or Officers, except that they may be reimbursed for reasonable expenses incurred on the Corporation's behalf and may be compensated for services rendered in a capacity other than as a Director or Officer, subject to the Corporation's Conflict of Interest Policy (Article 8). The Corporation shall not make any loan to a Director or Officer.
Article 4: Officers
4.1 Officers
The Officers of the Corporation shall be elected by and from the Board and shall consist of:
- Prex (Presiding Officer) -- the Board Chair and President of the Corporation;
- ExO (Executive Officer) -- the chief executive of the Corporation;
- Auditor General -- the Treasurer of the Corporation; and
- Secretary -- the recording and records officer of the Corporation.
Any two or more offices may be held by the same person, except that the offices of Prex and ExO may not be held by the same person.
4.2 Duties
- Prex (Board Chair / President): presides at all meetings of the Board, serves as the principal governance officer, calls special meetings, appoints committee chairs in consultation with the ExO, and signs instruments on the Corporation's behalf as authorized by the Board. The Prex is the "President" referred to elsewhere in these Bylaws.
- ExO (Chief Executive): is responsible, under the Board's direction, for the day-to-day management and operations of the Corporation; implements Board policy; coordinates the Corporation's staff, volunteers, and program activities; and serves as the Corporation's chief staff person.
- Auditor General (Treasurer): has oversight of the Corporation's funds and financial records, ensures accurate books of account are kept, presents financial reports to the Board and at the annual meeting, supports preparation of the annual budget, and ensures the Corporation's financial filings (including IRS Form 990) are made.
- Secretary: records and maintains the minutes of Board and committee meetings, is custodian of the Corporation's records, gives or causes to be given all notices required by these Bylaws or by law, and maintains the Corporation's official files.
4.3 Nomination and Election
The Committee on Directorship shall present a slate of Officers, drawn from the Directors, to the Board. Officers are elected at the annual meeting immediately following the election of Directors and take office immediately following the close of that meeting.
4.4 Tenure
Each Officer serves a one-year term beginning at the annual meeting. No individual may serve more than four (4) consecutive one-year terms in the same office.
4.5 Immediate Past Prex
If the term limit of the individual serving as Immediate Past Prex expires, the Board may retain that individual on the Board in the position of Immediate Past Prex until another individual succeeds to that position.
4.6 Vacancies
A vacancy in any office may be filled by the Board for the unexpired term.
Article 5: Meetings of the Board
5.1 Regular and Annual Meetings
The Board shall meet at least four (4) times per year, one of which shall be the annual meeting, held in January. Notice shall be given to each Director at least fifteen (15) days before each regular meeting; adoption of an annual Board calendar satisfies this notice requirement.
5.2 Special Meetings
Special meetings may be called by the Prex, or by a majority of the Board upon written request to the Prex stating the purpose, date, and time. Notice of a special meeting shall be given at least seven (7) days in advance.
5.3 Quorum and Voting
A majority of the Directors then in office (one-half plus one) constitutes a quorum for the transaction of business. Action is taken by a majority vote of the Directors present, except where these Bylaws or law require otherwise.
5.4 Meeting Format
The Board may meet by any method permitted by Georgia law, including by telephone or video conference, so long as all participating Directors can communicate with one another simultaneously.
5.5 Notice and Waiver
Notice of each meeting, an agenda, and supporting materials shall be circulated to all Directors in advance. A Director may waive notice; attendance at a meeting waives notice, except where the Director attends solely to object that the meeting is not lawfully called or convened.
5.6 Action Without a Meeting
Any action required or permitted to be taken at a Board meeting may be taken without a meeting if all Directors consent to the action in writing or by electronic transmission. The consents shall be filed with the minutes of the Board.
5.7 No Proxies or Alternates
Directors may not vote by proxy, and an absent Director may not designate an alternate.
Article 6: Committees
6.1 Establishment
The Board may establish such committees and task forces as it considers advisable to assist with governance and the Corporation's work, without delegating away the Board's ultimate authority and in keeping with Board policy. Any committee exercising the authority of the Board shall consist solely of Directors.
6.2 Standing Committees
The standing committees of the Board are:
- Committee on Directorship (governance and nominations)
- Finance Committee
- Fund Development Committee
- Droid Registry Committee
- External Relations Committee
- Droid Standards Committee
Each operates according to the roles and policies the Board adopts. The Prex, in consultation with the ExO, appoints committee chairs.
Article 7: Staff
The Board may engage and oversee staff -- whether volunteer or, if and when the Corporation chooses, compensated -- to carry out the Corporation's work in accordance with the policies the Board adopts. Any compensation must be reasonable, approved consistent with the Conflict of Interest Policy, and tied to services that further the Corporation's exempt purposes.
Article 8: Conflict of Interest
The Corporation shall maintain a written Conflict of Interest Policy, and every Director, Officer, and member of a committee with Board-delegated powers shall comply with it. Each shall annually disclose any actual or potential conflicts of interest and shall recuse themselves from voting on any matter in which they have a conflict, as provided in the Conflict of Interest Policy.
Article 9: Fiscal Management
9.1 Fiscal Year
The fiscal year of the Corporation begins on January 1 and ends on December 31.
9.2 Budget and Financial Reporting
The Board shall approve an annual budget. The Auditor General shall present regular financial reports to the Board and a full financial report at the annual meeting.
9.3 Filings
The Corporation shall timely make all required federal and state filings, including its annual IRS Form 990 (or 990-EZ / 990-N, as applicable) and any required Georgia charitable-solicitation registration.
Article 10: Books, Records, and Transparency
The Corporation shall keep accurate books and records, including minutes of Board and committee meetings and proper accounting records. To the extent required by law, the Corporation shall make available for public inspection its application for tax exemption (Form 1023) and its annual information returns (Form 990). The Board shall adopt a document-retention policy.
Article 11: Indemnification and Insurance
The Corporation shall indemnify its Directors, Officers, employees, and volunteers to the fullest extent permitted by Georgia law. The Corporation may purchase and maintain directors' and officers' (D&O) liability insurance and such other insurance as the Board determines appropriate.
Article 12: Rules of Order
The current edition of Robert's Rules of Order shall govern the conduct of all Board meetings, except where inconsistent with the Articles of Incorporation, these Bylaws, or Board policy.
Article 13: Amendments
These Bylaws may be amended at a regular meeting by a two-thirds (2/3) vote of all Directors then in office, provided that the proposed amendment, with a copy of the text, is distributed to each Director at least fifteen (15) days before the meeting at which it will be considered.
Article 14: Dissolution
Upon the dissolution of the Corporation, the Board shall, after paying or making provision for the Corporation's debts and liabilities, distribute all remaining assets to one or more organizations described in Section 501(c)(3) of the Internal Revenue Code (or to a federal, state, or local government for a public purpose), selected by the Board and consistent with the Corporation's educational and charitable purposes. No assets shall inure to the benefit of any Director, Officer, member, or private individual.
Adopted by the Board of Directors of DroidBuilders, Inc., a Georgia nonprofit corporation, on ________________, 2026.