Perkins Fund Logo

Our Bylaws

Back to Home Terms of Service

Bylaws of The Perkins Cybersecurity Educational Fund

Article I: Name and Purpose

Section 1. Name

The official name of this organization shall be The Perkins Cybersecurity Educational Fund, the “Fund”.

Section 2. Purpose

The Fund is organized and operated exclusively for charitable and educational purposes, including, but not limited to:

  1. advancing education and training in cybersecurity, malware development, reverse engineering, malware analysis, secure programming, and related technical disciplines; and
  2. providing educational content, instruction, and programming across a broad range of practical, technical, recreational, and other subjects.

The Fund may deliver educational programming through live streams, recorded media, courses, workshops, publications, demonstrations, and other instructional formats intended to inform, train, or educate the public.

All activities of the Fund shall be conducted in furtherance of educational purposes and shall not be operated for private benefit.

The Fund shall operate in a manner consistent with maintaining tax-exempt status under Section 501(c)(3) of the Internal Revenue Code. No part of the net earnings shall inure to the benefit of any private individual.

Article II: Governance

Section 1. Board of Directors

The Fund shall be governed by a Board of Directors consisting of not fewer than three (3) and not more than seven (7) directors.

Directors shall serve two-year terms and may be reappointed or reelected.

The Board shall oversee the Fund’s financial, operational, legal, compliance, educational, and strategic activities.

Section 2. Board Authority

Except for those limited matters expressly reserved to Community Voting Members in these bylaws or required by applicable law, the Board of Directors shall have exclusive, full, and final authority over the management, direction, control, governance, property, programs, policies, decisions, and affairs of the Fund.

All corporate powers shall be exercised by or under the authority of the Board of Directors. No member, officer, founder, employee, contractor, volunteer, donor, or other individual shall have authority to act on behalf of, bind, control, or direct the Fund except as expressly authorized by the Board.

Any rights granted to Community Voting Members are limited, non-managerial, and community-participatory only. Such rights shall not restrict, override, or interfere with the Board’s authority except to the minimum extent expressly required by these bylaws or applicable law.

Section 3. Community Participation Principle

The Fund may provide Community Voting Members with limited voting rights, advisory input, and community representation in order to encourage broad-based participation in the Fund’s educational mission.

Community participation shall not create ownership, equity, managerial control, fiduciary authority, or operational authority. The Fund shall remain a board-governed nonprofit corporation.

Section 4. Chief Executive Officer

The Board of Directors may appoint an Executive Director, who may also hold the title of Chief Executive Officer, “CEO”.

The CEO shall have express authority to manage and direct the daily operations of the Fund, subject to the oversight, policies, budgets, and directives of the Board of Directors.

The CEO is authorized to make ordinary-course operational decisions on behalf of the Fund, including decisions relating to programs, personnel, communications, scheduling, vendors, educational activities, administrative matters, and other day-to-day affairs.

The CEO may take prompt action when, in the CEO’s reasonable judgment, immediate action is necessary or advisable to protect the Fund’s interests, advance its charitable and educational mission, maintain operations, respond to urgent circumstances, or prevent harm to the Fund, provided that such action is consistent with these bylaws, applicable law, and any limits established by the Board.

The CEO shall report material actions, decisions, risks, and operational developments to the Board of Directors at regular intervals or as requested by the Board.

The CEO shall not have authority to amend these bylaws, dissolve the Fund, approve conflicted transactions, dispose of substantially all assets, incur extraordinary debt, or take any action reserved to the Board or Community Voting Members unless expressly authorized by the Board.

Section 5. Officers

The officers of the Fund shall include a President, Vice President, Secretary, and Treasurer.

Officers shall serve two-year terms and may be reappointed.

The President shall preside over Board meetings.

The Vice President shall assist the President and act in the President’s absence.

The Secretary shall maintain corporate records, meeting minutes, notices, and official documents.

The Treasurer shall oversee financial records, financial reporting, and fiscal controls.

Article III: Community Voting Membership

Section 1. Class of Members

The Fund shall have one class of members, known as Community Voting Members.

Community Voting Membership is intended to provide supporters of the Fund with limited governance participation and community representation.

Membership is a governance privilege only and does not create ownership, equity, proprietary interest, managerial authority, fiduciary authority, or any right to the assets, income, earnings, profits, reserves, or property of the Fund.

Section 2. Nature of Community Voting Membership

Community Voting Members may participate in limited governance matters expressly reserved to them in these bylaws.

Community Voting Members shall not manage the Fund, direct the Board, control operations, bind the Fund, approve expenditures, control programs, supervise personnel, or act on behalf of the Fund unless separately authorized by the Board.

The Fund may describe itself as a community-participatory or community-governed nonprofit, but the Fund shall not be described as owned by its members.

Section 3. Eligibility for Membership

An individual may apply to become a Community Voting Member if the individual:

  1. meets eligibility criteria established by the Board of Directors;
  2. pays all required annual dues;
  3. completes identity verification, due diligence, compliance, and screening procedures required by the Fund;
  4. provides information reasonably requested by the Fund in connection with the membership application;
  5. agrees to abide by these bylaws and all policies of the Fund; and
  6. is approved for membership by the Board of Directors.

Section 4. Admission of Members; Board Approval Required

Admission as a Community Voting Member requires approval by the Board of Directors.

The Board may approve, deny, defer, or condition any application for membership based on its review of the applicant, including due diligence regarding:

  • identity;
  • eligibility;
  • background and conduct;
  • compliance status;
  • sanctions risk;
  • conflicts of interest;
  • source of funds;
  • relationship to the Fund;
  • legal, regulatory, reputational, governance, financial, operational, or mission-related risk; and
  • alignment with the Fund’s charitable and educational mission.

The Board may establish application procedures and may delegate review, investigation, or recommendation functions to a committee, officer, employee, or third-party service provider.

Final admission authority shall remain with the Board unless expressly delegated by Board resolution.

No applicant shall become a Community Voting Member unless and until approved in accordance with these bylaws.

Section 5. Annual Dues

Each Community Voting Member shall pay annual dues in the amount set by resolution of the Board of Directors.

Annual dues shall be due on the date established by the Board. A person shall not become a Community Voting Member, and shall not have voting rights, unless all required dues have been paid in full.

Payment of dues is a condition of membership and continued good standing.

The Board of Directors shall have authority to establish and modify:

  1. the amount of annual dues;
  2. the due date for payment;
  3. accepted payment methods;
  4. notice procedures for dues;
  5. grace periods, if any;
  6. late fees or late-payment policies;
  7. hardship waivers or reduced dues;
  8. reinstatement procedures after nonpayment; and
  9. any other administrative rules relating to dues.

Unless the Board expressly grants a waiver, extension, or grace period in writing, failure to pay dues when due shall result in automatic termination of membership as provided in these bylaws.

Dues are nonrefundable unless otherwise approved by the Board of Directors.

Section 6. Failure to Pay Dues; Automatic Loss of Membership

Any Community Voting Member who fails to pay required annual dues by the applicable due date, including any grace period established by the Board, shall automatically cease to be a Community Voting Member without further action by the Board.

Upon failure to pay required dues when due:

  1. membership shall automatically terminate;
  2. all voting rights shall immediately cease;
  3. the individual shall no longer be considered a member in good standing;
  4. no refund of prior dues, donations, or contributions shall be required; and
  5. the individual shall have no claim against the Fund arising from termination for nonpayment.

The Board may adopt reinstatement procedures for former members whose membership terminated due to nonpayment. Reinstatement shall not be automatic and may require a new application, payment of dues, additional due diligence, and Board approval.

Section 7. Good Standing

A Community Voting Member is in good standing only if the member:

  1. continues to meet all eligibility requirements;
  2. has timely paid all required dues;
  3. complies with these bylaws and all policies of the Fund;
  4. remains approved by the Board of Directors; and
  5. has not been suspended or terminated.

Only Community Voting Members in good standing shall have voting rights.

Section 8. Voting Rights

Each Community Voting Member in good standing shall have one (1) vote.

Voting power shall not be proportional to:

  • donation amounts;
  • dues paid;
  • length of membership; or
  • any financial contribution to the Fund.

Community Voting Members may vote only on matters expressly reserved to them in these bylaws.

Section 9. Matters Reserved to Community Voting Members

Community Voting Members shall have the right to vote only on the following matters:

  1. election of any Community-Elected Director as provided in these bylaws;
  2. amendments to the Fund’s mission statement;
  3. approval of nonbinding community priorities, educational initiatives, program ideas, and mission-aligned activities submitted to the Community Voting Members by the Board;
  4. submission and recommendation of community proposals for Board consideration, provided that such proposals shall not bind the Fund unless approved by the Board;
  5. dissolution, merger, or sale of substantially all assets, where member approval is required by law, the articles of incorporation, or these bylaws; and
  6. any additional matter expressly submitted to the Community Voting Members by the Board of Directors.

All other governance, operational, financial, and strategic authority is reserved exclusively to the Board of Directors.

Section 10. Community-Elected Director

If the Fund has at least twenty-five (25) Community Voting Members in good standing, one seat on the Board of Directors shall be designated as the Community-Elected Director seat.

The Community-Elected Director shall be elected by Community Voting Members in good standing.

The Community-Elected Director shall serve the same term as other directors unless otherwise determined by the Board.

The Community-Elected Director shall have the same fiduciary duties as all other directors and shall act in the best interests of the Fund and its charitable and educational mission.

The Community-Elected Director shall not serve as a delegate, agent, representative, or advocate of any private interest, donor group, membership faction, or individual member.

If the number of Community Voting Members in good standing falls below twenty-five (25), the Board may suspend future elections for the Community-Elected Director seat until the threshold is again met.

Section 11. Advisory Votes and Community Input

The Board may submit nonbinding advisory questions, priorities, program ideas, or community matters to Community Voting Members for input.

Advisory votes are nonbinding and shall not restrict the Board’s authority.

The Board may consider advisory votes in its discretion but shall retain final authority over all decisions unless a matter is expressly reserved to Community Voting Members by these bylaws or applicable law.

Section 12. No Economic or Property Rights

Community Voting Members shall have no right, title, or interest in or to:

  • the assets or property of the Fund;
  • income, earnings, profits, reserves, or distributions; or
  • any financial return from the Fund.

No part of the Fund’s net earnings shall inure to the benefit of any member, director, officer, founder, donor, or private individual.

Section 13. Suspension or Termination for Cause

In addition to automatic termination for failure to pay dues, a Community Voting Member may be suspended or terminated for cause.

Cause includes, but is not limited to:

  • fraud or misrepresentation;
  • violation of these bylaws or Fund policies;
  • manipulation of membership eligibility requirements;
  • failure to satisfy due diligence or compliance requirements;
  • sanctions, legal, regulatory, or compliance risk;
  • conflict of interest or undisclosed adverse interest;
  • conduct materially harmful to the Fund, its reputation, its operations, or its charitable mission; or
  • conduct inconsistent with continued membership.

Section 14. Procedure for Suspension or Termination for Cause

Before suspension or termination for cause:

  1. the member shall receive written notice stating the reasons for the proposed action;
  2. the member shall be given a reasonable opportunity to respond;
  3. the matter shall be reviewed by the Board of Directors or a designated committee; and
  4. the Board shall determine whether suspension or termination is appropriate.

This procedure does not apply to automatic termination for failure to pay dues.

Section 15. Board Approval Required for Suspension or Termination for Cause

Suspension or termination of a Community Voting Member for cause requires approval by at least two-thirds (2/3) of the directors then in office.

Any conflicted director shall abstain.

Automatic termination for failure to pay dues does not require Board approval.

Section 16. Effect of Termination

Upon termination of membership:

  • membership rights immediately cease;
  • voting rights are revoked;
  • the individual shall have no right to participate in member votes;
  • no refund of dues, donations, or contributions is required;
  • the individual has no claim to Fund assets or property; and
  • the individual has no claim against the Fund except as required by law.

Section 17. Non-Transferability

Membership is personal and may not be transferred, sold, assigned, pledged, inherited, or conveyed by operation of law.

Section 18. Resignation

A member may resign at any time by providing written notice to the Fund.

Resignation does not entitle the member to any refund, payment, compensation, distribution, or claim against the Fund.

Article IV: Partnerships and Conflicts of Interest

Section 1. General Authority to Enter Partnerships

The Fund may enter into partnerships, contracts, sponsorships, collaborations, service agreements, or other arrangements with individuals, organizations, companies, educational institutions, government entities, nonprofit organizations, or private entities, including entities affiliated with directors, officers, founders, or members, provided that all such arrangements:

  1. further the Fund’s charitable and educational mission;
  2. are fair, reasonable, and in the best interests of the Fund;
  3. are properly documented;
  4. are reviewed and approved in accordance with these bylaws; and
  5. comply with applicable nonprofit, tax-exempt, charitable, conflict-of-interest, and private-benefit rules.

Section 2. Prohibition on Private Benefit and Inurement

The Fund shall not be operated for the private benefit of any director, officer, founder, member, donor, private individual, or private entity.

No partnership, agreement, transaction, or arrangement shall:

  • provide excessive or unreasonable benefit to any insider or affiliated entity;
  • result in private inurement;
  • prioritize private interests over the Fund’s charitable and educational purposes; or
  • divert charitable assets for non-charitable purposes.

Section 3. Interested Person

An “Interested Person” includes any:

  1. director of the Fund;
  2. officer of the Fund;
  3. founder of the Fund;
  4. Community Voting Member with a material financial interest in a proposed transaction;
  5. family member of any director, officer, founder, or materially interested Community Voting Member;
  6. entity owned, controlled, managed, or substantially influenced by any of the above; or
  7. person or entity otherwise determined by the Board to have a conflict of interest.

Section 4. Conflict of Interest Disclosure

Any Interested Person involved in a proposed partnership, agreement, transaction, or arrangement must fully disclose:

  • the nature of the relationship;
  • any financial or personal interest;
  • any ownership, employment, control, consulting, compensation, referral, or business interest;
  • all material facts relevant to the proposed transaction; and
  • any potential conflict between the Interested Person’s private interest and the Fund’s interests.

Disclosure must occur before Board consideration or approval.

Section 5. Approval of Related-Party Transactions

Any partnership, agreement, transaction, or arrangement involving an Interested Person must be approved by a majority of disinterested directors.

The Interested Person shall not vote on the matter.

The Interested Person shall not participate in Board deliberations except to provide factual information requested by the disinterested directors.

The Board may require the Interested Person to leave the meeting during discussion and voting.

Section 6. Fairness Determination

Before approving any related-party transaction, the disinterested directors must determine that:

  1. the arrangement is fair and reasonable to the Fund;
  2. the terms are comparable to those available from unrelated third parties;
  3. the transaction advances the Fund’s charitable and educational mission;
  4. the transaction does not create impermissible private benefit or inurement; and
  5. the Fund could not obtain a clearly better arrangement through reasonable alternatives.

The Board should consider alternative options where reasonably available.

Section 7. Documentation

All related-party transactions shall be documented in writing and recorded in the minutes of the Board meeting.

Records shall include:

  • the name of the Interested Person;
  • the nature of the conflict or relationship;
  • the terms of the transaction;
  • the basis for determining fairness;
  • any alternatives considered;
  • the names of directors present;
  • the names of directors voting for or against approval; and
  • confirmation that conflicted persons abstained from voting.

Section 8. Annual Review

All partnerships or transactions involving Interested Persons shall be reviewed at least annually to confirm:

  • continued fairness;
  • continued alignment with the Fund’s mission;
  • continued legal compliance;
  • reasonableness of compensation or pricing, if any; and
  • absence of impermissible private benefit or inurement.

The Board may modify, suspend, or terminate any arrangement that no longer satisfies these requirements.

Section 9. No Automatic Approval

Affiliation with a founder, director, officer, member, donor, or affiliated company shall not justify or guarantee approval of any partnership, agreement, transaction, or arrangement.

All such arrangements must independently satisfy the requirements of this Article.

Article V: Meetings

Section 1. Board Meetings

The Board of Directors shall meet at least twice annually.

Additional Board meetings may be called by the President, CEO, or any number of directors authorized by Board policy.

Section 2. Community Voting Member Meetings

The Fund shall hold an annual meeting of Community Voting Members if required for member voting, election of a Community-Elected Director, or other matters reserved to Community Voting Members.

Section 3. Special Meetings

Special meetings of the Board or Community Voting Members may be called as provided by these bylaws, Board policy, or applicable law.

Section 4. Notice

Notice of meetings shall be provided in a manner determined by the Board and consistent with applicable law.

Section 5. Remote Meetings

Meetings may be held in person, remotely, or by electronic means, provided that participants can communicate and participate effectively.

Section 6. Quorum for Board Meetings

A majority of the directors then in office shall constitute a quorum for Board meetings.

Section 7. Quorum for Community Voting Member Meetings

Unless otherwise required by law, the articles of incorporation, or these bylaws, the presence in person, remotely, or by valid electronic participation of at least ten percent (10%) of Community Voting Members in good standing shall constitute a quorum for Community Voting Member meetings.

Section 8. Action by Community Voting Members

Unless otherwise required by law, the articles of incorporation, or these bylaws, action by Community Voting Members shall require approval by a majority of votes cast by Community Voting Members in good standing at a meeting where quorum is present.

Article VI: Financial Management

Section 1. Sources of Funds

The Fund may raise funds through grants, donations, sponsorships, dues, program revenue, educational services, and other lawful sources consistent with its charitable and educational mission.

Section 2. Use of Funds

All funds shall be used to support the Fund’s charitable and educational mission.

No funds shall be used for impermissible private benefit, inurement, or non-charitable purposes.

Section 3. Treasurer Duties

The Treasurer shall oversee financial records, financial controls, budgets, reports, and financial accountability procedures.

Section 4. Financial Reports

The Treasurer shall provide financial reports to the Board at least annually, or more frequently as required by the Board.

Section 5. Annual Review

The Fund shall conduct annual financial reviews or other financial accountability procedures as determined by the Board.

Section 6. Compensation and Payments

Any compensation, reimbursement, service payment, contract payment, or related-party payment must be reasonable, documented, and approved in accordance with these bylaws and any conflict-of-interest policy adopted by the Board.

Article VII: Amendments

Section 1. Proposal of Amendments

Amendments to these bylaws require a written proposal submitted at least thirty (30) days before the Board meeting at which the amendment will be considered.

Section 2. Board Approval

Bylaw amendments require approval by at least two-thirds (2/3) of the Board of Directors.

Section 3. Member Approval for Material Changes to Community Rights

If a proposed amendment materially reduces or eliminates the voting rights of Community Voting Members, the amendment shall also require approval by Community Voting Members if required by law, the articles of incorporation, or these bylaws.

For clarity, amendments affecting operational authority, Board authority, officer authority, financial management, programs, policies, dues administration, admission procedures, due diligence standards, or compliance procedures shall remain within the authority of the Board unless member approval is required by law, the articles of incorporation, or these bylaws.

Article VIII: Legal Compliance

Section 1. Compliance with Law

The Fund shall operate in compliance with applicable federal, state, and local nonprofit, charitable, tax, reporting, governance, and regulatory requirements.

Section 2. Tax-Exempt Status

The Fund shall conduct its activities in a manner intended to maintain its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, if applicable.

Section 3. Prohibited Activities

The Fund shall not engage in activities that would jeopardize its nonprofit status, charitable purpose, or tax-exempt status.

Section 4. Records

The Fund shall maintain accurate corporate, financial, membership, governance, and compliance records.

Section 5. No Ownership Representation

The Fund shall not represent Community Voting Members, donors, supporters, directors, officers, founders, or any other person as owners, shareholders, equity holders, or beneficial owners of the Fund.

Article IX: Dissolution

Section 1. Approval of Dissolution

Dissolution of the Fund requires approval by the Board of Directors and, if required by law, the articles of incorporation, or these bylaws, approval by the Community Voting Members.

Section 2. Distribution of Assets

Upon dissolution, all remaining assets shall be distributed to one or more nonprofit organizations organized and operated for similar charitable or educational purposes and, if applicable, exempt under Section 501(c)(3) of the Internal Revenue Code.

No assets shall be distributed to any director, officer, founder, member, donor, private individual, or private entity.