Bevy Foundation Bylaws
## Article 1. Offices
The principal office of Bevy Foundation (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 other such offices, either within or without the State of Washington, as the Board may designate or as the business of the Corporation may require from time to time.
## Article 2. Purpose
The Corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, including but not limited to the following:
This corporation is formed to promote, protect, and advance the free and open source Bevy game engine and related open source projects. It educates and trains members of the general public in the usage of Bevy, helps coordinate and promote its continued maintenance and development, and advances the state of the art of game programming through scientific research and development. It offers Bevy for free to members of the general public through the use of open source software licensing, helping them create art, games, conduct scientific simulations, build computer-aided design tools, and more
## Article 3. Shareholders
The Corporation has no Shareholders.
## Article 4. Membership
The Corporation shall have no members as defined in Section 24.03A.010(45) of the Washington Nonprofit Corporation Act.
## Article 5. Board of Directors
### 5.1 General Powers
The affairs of the Corporation shall be managed by a Board of Directors.
### 5.2 Number
The Board shall consist of not less than three nor more than eleven Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director.
### 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
#### 5.4.1 Initial Directors
The initial Directors named in the Articles of Incorporation shall serve until the first annual meeting of the Board.
#### 5.4.2 Successor Directors
Successor Directors shall be elected at the annual meeting of the Board. The terms of the Directors shall be set so that the terms shall be staggered to the extent possible.
### 5.5 Term of Office
Unless a Director dies, resigns or is removed, he or she shall hold office for a term of five years or until his or her successor is elected, whichever is later.
### 5.6 Annual Meeting
The annual meeting of the Board shall be held the month of January at a date and time established by the Board for the purposes of electing directors and officers and transacting such business as may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day. If the annual meeting is not held on the date designated therefor, the Board shall cause the meeting to be held as soon thereafter as may be convenient.
### 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 or any committee designated and appointed by the Board may be called by or at the written request of the President or any two Directors, or, in the case of a committee meeting, by the chairman of the committee. The person or persons authorized to call special meetings may fix any place either within or without the State of Washington as the place for holding any special Board or committee meeting called by them.
### 5.9 Remote Meetings
Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by or through the use of, one or more means of remote communication through which all of the directors may simultaneously participate with each other during the meeting. Participation by such means shall constitute presence in person at a meeting.
### 5.10 Place of Meetings
All meetings shall be held at the principal office of the Corporation or at such other place within or without the State of Washington designated by the Board, by any persons entitled to call a meeting or by a waiver of notice signed by all Directors.
### 5.11 Notice of Special Meetings
Notice of special Board or committee meetings shall be given to a Director in writing or by personal communication with the Director not less than two days before the meeting. Notices in writing may be delivered or mailed to the Director at his or her address shown on the records of the Corporation or given by facsimile or electronic transmission. Neither the business to be transacted at, nor the purpose of any special meeting need be specified in the notice of such meeting. If notice is delivered by mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid. Notice provided in an electronic transmission is effective when it is electronically transmitted to an address, location or system designated by the recipient for that purpose.
### 5.12 Waiver of Notice
#### 5.12.1 In Writing
Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting.
#### 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
A majority of the number of Directors in office shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
### 5.14 Manner of Acting
The act of the majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable Washington law.
### 5.15 Presumption of Assent
A Director of the Corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention 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 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 executed by each of the Directors entitled to vote. Such written consents may be executed 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 Board meeting. For purposes of these Bylaws, “executed” means: (a) writing that is signed; or (b) an email transmission with sufficient information to determine the sender's identity or a Discord message or vote in an official Bevy channel or private chat where all maintainers are present."
At the time of determining the results of a vote, "edits" to digital messages are considered invalid and the Secretary should take screenshots of the results to include in the meeting minutes.
For purposes of this Section 3.16 only, "each of the Directors entitled to vote" does not include an "interested director" who abstains in writing from providing consent, where:
1. The Board has determined that:
1. The corporation is entering into the transaction for its own benefit; and
2. The transaction is fair and reasonable to the corporation when it enters into the transaction or the noninterested directors determine in good faith after reasonable investigation that the corporation cannot obtain a more advantageous arrangement with reasonable effort under the circumstances, at or before execution of the written consent; and
2. Such determination is included in the written consent or in other records of the corporation.
### 5.17 Resignation
Any Director may resign at any time by delivering written notice to the President 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.
### 5.18 Removal
At a meeting of the Board, one or more Directors may be removed from office, with or without cause, by two-thirds of the votes cast by Directors then in office.
### 5.19 Vacancies
A vacancy in the position of Director may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.
### 5.20 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 a 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 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, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected.
### 6.3 Resignation
Any officer may resign at any time by delivering written notice to the President, the Vice President, the Secretary or the Board, or by giving oral or written notice at any 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 President
The President shall, subject to the Board’s control, supervise and control all of the assets, business and affairs of the Corporation. The President shall preside over meetings of the Board. The President 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 President shall perform all duties incident to the office of President and such other duties as are assigned to the President by the Board from time to time.
### 6.7 Secretary
The Secretary shall: (a) keep or cause to be kept the minutes of meetings of the Board, and minutes 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 or as required by law; (c) be custodian or ensure the safe custody of the corporate records of the Corporation; (d) keep records of the post office and email address of each Director and each officer; 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 the Secretary by the President or the Board.
### 6.8 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 oversight of all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and ensure the deposit all such moneys in the name of the Corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; provide financial reports to the Board at its meetings and on request 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. Administrative Provisions
### 7.1 Loans
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
### 7.2 Loans or Extensions of Credit to Officers and Directors
No loans shall be made and no credit shall be extended by the Corporation to its officers or Directors.
### 7.3 Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as is from time to time determined by resolution of the Board.
### 7.4 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.
### 7.5 Accounting Year
The accounting year of the Corporation shall be the twelve months ending December 31.
### 7.6 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.
## Article 8. Conflict of Interest
### 8.1 Purpose
Bevy Foundation encourages the active involvement of its directors and officers in the community. To be transparent and deal fairly with actual and potential conflicts of interest that may arise as a consequence of community involvement, Bevy Foundation adopts the following policy. The purpose of this conflict of interest policy is to protect the interests of Bevy Foundation as it fulfills its charitable purposes, and when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of Bevy Foundation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
### 8.2 Policy
Directors and officers are expected to use good judgment, to adhere to high ethical standards, and to conduct their affairs in such a manner as to avoid any actual or potential conflict between the personal interests of a director or officer and those of Bevy Foundation. A conflict of interest exists when a director or officer’s loyalties or actions are divided between the interests of Bevy Foundation and the director or officer’s interests. Both the fact and the appearance of a conflict of interest should be avoided.
### 8.3 Definitions
#### 8.3.1 Affiliation
An affiliation includes any interests other than financial interests that may influence a director or officer’s judgment. An objective test determines whether an affiliation exists between the director or officer and the other person, entity, or organization: whether the involvement or relationship of the director or officer with the other person, entity, or organization is such that it reduces the likelihood that the director or officer can act in Bevy Foundation’s best interests.
#### 8.3.2 Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, or organizational affiliation, as defined above, is an interested person.
#### 8.3.3 Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
1. An ownership or investment interest in any entity with which Bevy Foundation has a transaction or arrangement,
2. A compensation arrangement with Bevy Foundation or with any entity or individual with which Bevy Foundation has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Bevy Foundation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article IV, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
### 8.4 Procedures
#### 8.4.1 Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest or organizational affiliation and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement
#### 8.4.2 Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest or organizational affiliation and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
#### 8.4.3 Procedures for Addressing the Conflict of Interest
1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2. The chairperson of the governing 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 governing board or committee shall determine whether Bevy Foundation 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. The governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in Bevy Foundation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
#### 8.4.4 Violations of the Conflict of Interest Policy
1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflict of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
### 8.5 Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
1. The names of the persons who disclosed or otherwise were found to have a financial interest or organizational affiliation in connection with an actual or possible conflict of interest, the nature of the financial interest or organizational affiliation, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. When a decision is not unanimous, the name of each voting board member and the content of their vote must be recorded in the minutes.
### 8.6 Compensation
1. A voting member of the governing board who receives compensation, directly or indirectly, from Bevy Foundation for services is precluded from voting on matters pertaining to that member’s compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Bevy Foundation for services is precluded from voting on matters pertaining to that member’s compensation.
3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Bevy Foundation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
### 8.7 Periodic Statements
Each director and officer shall periodically sign a statement that 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 Bevy Foundation is a charitable organization 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.
### 8.8 The Bevy Sponsorship Pledge
Each director that receives money for their work on Bevy must sign and adhere to the Bevy Sponsorship Pledge. A copy is available on the Bevy website: https://bevyengine.org/sponsorship-pledge.
## Article 9. Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the vote of a majority of the number of Directors in office.
The foregoing Bylaws were adopted by a majority of the Directors then in office at a meeting of the Board of Directors held on February 3rd, 2024 at which a quorum was present.
## History
* Initial Bylaws adopted by the Bevy Foundation board on February 3rd, 2024.
