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EIN: 92-3047136
Document ID: P1-001
Effective Date: December 17, 2025

 

ARTICLE I: CORPORATE IDENTITY AND PURPOSE

Section 1.1: Corporate Status

The Network Theory Applied Research Institute, Inc. ("Corporation" or "NTARI") is a nonprofit corporation organized exclusively for charitable, educational, and scientific purposes under Section 501(c)(3) of the Internal Revenue Code and KRS Chapter 273, as amended.

Section 1.2: Corporate Mission

The Corporation's mission is to improve the internet through:

• Research and Development of open-source assets for the digital commons, including protocols, systems, and applications that advance network technology for the global public benefit

• Support and Development of data networks owned and operated by public cooperatives, including municipal mesh networks, community-owned infrastructure, and federated communication systems

• Educational Programs on network theory, internet infrastructure, and cooperative ownership models

• Scientific Advancement in distributed systems, network topology, and commons-based infrastructure

• Charitable Activities promoting digital equity, internet accessibility, and democratic control of communication infrastructure

Section 1.3: Prohibited Activities

The Corporation shall not:

• Engage in political campaigning or substantial lobbying activities as prohibited under Section 501(c)(3)

• Operate for private benefit or private inurement

• Discriminate based on protected characteristics under applicable law

• Engage in activities inconsistent with tax-exempt status under Section 501(c)(3)

• Compromise open-source principles or commons infrastructure for proprietary interests

Section 1.4: Fundamental Commitments

The following core commitments require supermajority membership approval (two-thirds of all voting members) plus unanimous board approval to modify:

• Open-Source Commitment: All protocols, systems, and software developed by the Corporation shall be released under GNU Affero General Public License v3.0 (AGPL-3) or, should future vulnerabilities to commons infrastructure emerge requiring new licensing approaches, licenses developed by the Free Software Foundation or similar organizations that provide equal or superior protection against commons enclosure

• Privacy-First Principles: User data sovereignty and protection from surveillance capitalism

• Commons Infrastructure: Support for community-owned, cooperatively-governed digital infrastructure

• Democratic Control: Promotion of democratic governance in digital systems and networks

 

ARTICLE II: MEMBERSHIP

Section 2.1: Membership Structure

The Corporation shall have a single class of membership: Supporting Members. All Supporting Members are voting members with full membership rights under these bylaws.

Section 2.2: Membership Eligibility

Any individual or organization that:

• Supports the Corporation's mission and fundamental commitments

• Pays the established membership dues

• Agrees to participate constructively in the Corporation's community

• Commits to respect open-source principles and cooperative values

may become a Supporting Member.

Section 2.3: Membership Benefits

Supporting Members receive:

• Virtual Software Development Studio Access: Full access to NTARI's collaborative development environment as defined in Virtual Software Development Studio Policy (P2-004), including:
   

  • Cloud-based development tools and infrastructure

  • Collaborative coding environments

  • Project management and coordination systems

  • Technical documentation and learning resources

  • Community support and mentorship

• Voting Rights: One vote per member on all matters requiring membership approval
   

• Governance Participation: Eligibility to serve on the Board of Directors and working groups
   

• Community Access: Participation in member forums, working groups, and community discussions
   

• Publications: Access to Corporation research, technical reports, and educational materials
   

• Commons Support: Membership fees fund contributions to the broader digital commons ecosystem
   

Section 2.4: Membership Dues and Fee Allocation

Monthly Dues: $25.00 per member per month

Fee Allocation: Membership dues support the Corporation's mission through the following allocations:

Contribution Category

Monthly Amount

Annual Total

Purpose

TechSoup Membership

$0.33

$3.96

Access to nonprofit technology discounts and resources

Abarim Publications

$1.00

$12.00

Support for open linguistic and biblical scholarship resources

Wikipedia Foundation

$1.00

$12.00

Support for free knowledge infrastructure

NYC Mesh

$1.00

$12.00

Support for community mesh networking initiatives

IETF

$1.00

$12.00

Support for internet standards development and technical collaboration

Linux Foundation

$8.33

$99.96

Corporate membership supporting open-source development

Free Software Foundation

$1.67

$20.04

Support for free software advocacy and infrastructure

Virtual Studio Access

$10.67

$128.04

Development, maintenance, and operation of member software development environment

Total

$25.00

$300.00

Per member annual contribution

Value Exchange: Membership fees represent genuine exchange of value through studio access, voting rights, community participation, and collective support of digital commons infrastructure. The Corporation does not charge for access to open-source protocols or systems it develops, which remain freely available to all.

Adjustments: The Board may adjust fee allocations by majority vote to reflect changing costs, organizational priorities, or new commons infrastructure initiatives, provided total monthly dues remain at $25.00 unless modified by membership vote.

Section 2.5: Membership Rights and Authority

Supporting Members shall have authority to:

• Elect directors as provided in these bylaws

• Vote on matters requiring membership approval under these bylaws or Kentucky law

• Amend these bylaws as provided herein

• Approve fundamental changes to the Corporation as required by law

• Participate in working groups with voice in technical governance

• Propose policy changes and organizational initiatives

Section 2.6: Membership Meetings

Annual Meetings: The Corporation shall hold an annual membership meeting during the fourth quarter of each fiscal year, at such time and place (physical or virtual) as determined by the Board of Directors.

Special Meetings: Special meetings may be called by:

• The Board of Directors

• The President

• Twenty percent (20%) of Supporting Members in good standing

Notice: Written or electronic notice of membership meetings shall be given to all Supporting Members not less than ten (10) nor more than thirty-five (35) days before the meeting date, stating the place, date, hour, and purpose of the meeting.

Quorum: Supporting Members holding one-tenth (1/10) of the votes entitled to be cast, represented in person, virtually, or by proxy, shall constitute a quorum. For example, with 100 members, quorum is 10 members.

Voting: Each Supporting Member in good standing shall be entitled to one vote. Members may vote by proxy in accordance with applicable law. Decisions require a majority of votes cast unless otherwise specified in these bylaws.

Remote Participation: The Corporation shall provide for remote participation in membership meetings through video conferencing or other electronic means.

Section 2.7: Good Standing and Payment

Good Standing: Members in good standing are those who:

• Have paid current dues within the payment period

• Have not been suspended or terminated for cause

• Comply with Corporation policies and fundamental commitments

Payment Terms: Dues may be paid monthly, quarterly, or annually at the member's preference. Annual payment in advance receives no discount to maintain simplicity.

Non-Payment: Members who fail to pay dues within thirty (30) days of the due date shall be considered not in good standing and shall have membership privileges (including voting rights and studio access) suspended until payment is received.

Reinstatement: Members may reinstate their membership by paying all outstanding dues. No additional fees shall be charged for reinstatement unless the gap in membership exceeds six (6) months.

Section 2.8: Membership Termination

Voluntary Termination: Members may resign by written or electronic notice to the Corporation. No refund of prepaid dues shall be provided except as required by law.

Involuntary Termination: Membership may be terminated for cause by majority vote of the Board of Directors after:

• Written notice to the member specifying the cause

• Opportunity for the member to be heard before the Board

• Determination that the member has:

  • Violated fundamental commitments

  • Engaged in conduct inconsistent with the Corporation's mission

  • Harassed or abused other members or community participants

  • Systematically disrupted Corporation activities

Effect of Termination: Upon termination, all membership rights and privileges cease immediately, including studio access and voting rights.

Appeals: Members may appeal termination decisions to the full membership at the next membership meeting.

 

ARTICLE III: BOARD OF DIRECTORS

Section 3.1: Board Authority and Governance

The Corporation shall be governed by a Board of Directors with authority to manage corporate affairs, including:

• Policy development, implementation, and enforcement

• Strategic planning and oversight

• Financial management and legal compliance

• Personnel decisions and program management

• Adoption, amendment, and repeal of board policies

• Establishment of working groups and technical initiatives

• Administration of membership programs and benefits

Section 3.2: Board Composition

Number: The Board shall consist of not less than three (3) nor more than nine (9) directors, with the exact number fixed by board resolution. The initial board shall consist of three (3) directors.

Qualifications: Directors need not be residents of Kentucky. Directors should demonstrate:

• Commitment to the Corporation's mission and fundamental commitments

• Expertise in network theory, internet infrastructure, cooperative development, open-source software, or related fields

• Capacity to contribute to strategic governance

Terms: Directors shall serve three-year terms and until their successors are elected and qualified. Terms shall be staggered to ensure continuity.

Compensation: Directors shall serve without compensation but may be reimbursed for reasonable expenses incurred in performing their duties.

Section 3.3: Election and Appointment

Regular Elections: Directors shall be elected by Supporting Members at the annual meeting.

Nomination Process: Any Supporting Member may nominate candidates for the Board, including themselves, provided:

• The nominee is a Supporting Member in good standing

• The nomination is submitted at least fifteen (15) days before the annual meeting

• The nominee accepts the nomination in writing

Election Method: Elections shall be by majority vote, meaning more than 50% of votes cast. If no candidate receives a majority and more than two candidates seek a position, a runoff election shall be held between the top two vote recipients.

Assumption of Office: Newly elected directors assume office immediately following the annual meeting.

Section 3.4: Officers

Required Officers: The Board shall elect from among its members:

• President (or Chair)

• Vice President (or Vice Chair)

• Secretary

• Treasurer

Additional Officers: The Board may create and fill additional officer positions as needed.

Terms: Officers serve one-year terms and may be re-elected.

Officer Vacancies: If an officer position becomes vacant during the term, the Board shall elect a replacement officer from among its members to serve the remainder of the term. The replacement officer assumes office immediately upon election.

Duties:

President:

• Chairs board meetings and membership meetings

• Serves as primary spokesperson for the Corporation

• Oversees strategic initiatives

• Coordinates with other officers and working groups

Vice President:

• Assumes President's duties in their absence

• Oversees specific strategic initiatives as assigned

• Supports organizational development

Secretary:

• Maintains corporate records and minutes

• Ensures compliance with bylaws and Kentucky law

• Manages official correspondence

• Coordinates document management per Document Priority Framework Policy (P2-001)

• Current Secretary information maintained at NTARI.org/governance

Treasurer:

• Oversees financial management and reporting

• Ensures proper financial controls and compliance

• Prepares financial reports for Board and membership

• Manages banking relationships and financial accounts

Section 3.5: Board Meetings

Regular Meetings: The Board shall meet at least quarterly at times and places (physical or virtual) determined by board resolution.

Special Meetings: Special meetings may be called by the President or any three (3) directors with at least three (3) days' notice.

Notice: Notice of meetings shall be provided to all directors via email or other electronic means. Notice may be waived in writing.

Quorum: A majority of the directors then in office shall constitute a quorum. For example, with a seven-member board, quorum is four directors.

Voting: Each director shall have one vote. Decisions require majority vote of directors present unless otherwise specified.

Remote Participation: Directors may participate in meetings via video conference or other electronic means.

Open Meetings: Board meetings shall be open to Supporting Members as observers unless the Board enters executive session for personnel, legal, or confidential matters.

Section 3.6: Vacancies and Removal

Vacancy Filling: Vacancies may be filled by majority vote of remaining directors, with appointed directors serving until the next annual election.

Removal: Directors may be removed by:

• Two-thirds (2/3) vote of the Supporting Members at any properly noticed meeting, or

• Unanimous vote of all other directors for cause (including incapacity, neglect of duties, or misconduct) following:

  • Written notice to the director specifying the cause

  • Opportunity for the director to be heard before the Board

  • Documentation of the cause and board deliberation

Resignation: Directors may resign by written notice to the Board. Resignations are effective upon receipt unless a later date is specified.

 

ARTICLE IV: WORKING GROUPS AND TECHNICAL GOVERNANCE

Section 4.1: Working Group Authority

The Board may establish working groups to advance the Corporation's mission through focused research, development, and implementation efforts. Working groups shall operate under charters approved by the Board and detailed in the Working Group Governance Policy (P2-006).

Section 4.2: Working Group Participation

All Supporting Members may participate in working groups. Working groups may invite external experts and non-members to contribute, subject to working group policies.

Section 4.3: Technical Decision-Making

Working groups shall make technical decisions through rough consensus processes adapted from IETF standards development practices.

Rough Consensus Standard: The general principle is that the working group must reach rough consensus, meaning that a very large majority of those who care must agree, and that those in the minority have had a chance to explain their positions and their concerns have been addressed, even if they were not agreed with. It is up to the working group chairs to determine when rough consensus has been reached.

Process:

• Chairs may use polls to assess consensus, but these are not formal votes

• Minority positions must be heard and considered

• Decisions focus on technical merit and mission alignment

• This consensus-based approach prioritizes developing protocols that work reliably at scale over speed of decision-making

Appeals: Significant disputes may be appealed to the Board of Directors. The Board shall review the technical merits, process followed, and mission alignment before rendering a decision. Board decisions on technical matters are final unless overturned by membership vote.

 

ARTICLE V: FINANCIAL MANAGEMENT

Section 5.1: Fiscal Year

The Corporation's fiscal year shall be the calendar year (January 1 - December 31).

Section 5.2: Financial Oversight

The Treasurer shall:

• Maintain accurate financial records

• Prepare monthly financial summaries for the Board

• Prepare annual financial statements for membership review

• Ensure compliance with 501(c)(3) reporting requirements

• Coordinate annual audit or review as required by law

Section 5.3: Banking and Contracts

The Board shall designate authorized signatories for banking and contracts. Contracts exceeding $10,000 require Board approval. Financial commitments exceeding $50,000 require membership notification.

Section 5.4: Revenue Sources

The Corporation may receive revenue from:

• Membership dues

• Grants and donations

• Contracts for services aligned with exempt purposes

• Interest and investment income

• Other sources consistent with 501(c)(3) status

The Corporation shall not engage in unrelated business activities that jeopardize tax-exempt status. The Corporation shall monitor revenue sources for potential unrelated business income tax liability and comply with IRS reporting requirements.

Section 5.5: Reserve Fund

The Corporation shall maintain a reserve fund equal to at least three (3) months of operating expenses when financially feasible.

 

ARTICLE VI: INTELLECTUAL PROPERTY AND OPEN SOURCE

Section 6.1: Licensing Policy

All software, protocols, documentation, and technical specifications developed by the Corporation shall be released under:

Primary License: GNU Affero General Public License v3.0 (AGPL-3) for software and technical systems. AGPL-3 is currently the only license that adequately prevents Service as a Software Substitute (SaaSS) exploitation and protects commons infrastructure from enclosure.

Documentation License: Creative Commons Attribution-ShareAlike 4.0 (CC BY-SA 4.0) for documentation and educational materials.

License Evolution: Should future vulnerabilities to commons infrastructure emerge requiring new licensing approaches, the Board may adopt licenses developed by the Free Software Foundation or similar organizations that provide equal or superior protection against commons enclosure, subject to the fundamental commitment requirements in Section 1.4.

Section 6.2: Contributor Agreements

Contributors to Corporation projects shall agree to license their contributions under the applicable project license. The Corporation shall maintain clear contribution guidelines and licensing documentation.

Section 6.3: Patent Commitment

The Corporation shall not assert patent claims against implementations of its published protocols and specifications. Contributing Members and participants agree not to assert patent claims against implementations of Corporation-developed standards.

Section 6.4: Trademark Policy

The Corporation may register and protect trademarks for:

• The "NTARI" name and logo

• Project names and branding

• Certification marks for compliance programs

Trademark usage shall be governed by policies that promote mission alignment while preventing confusion or misrepresentation.

 

ARTICLE VII: COMMONS CONTRIBUTIONS AND PARTNERSHIPS

Section 7.1: Strategic Partnerships

The Corporation may maintain strategic partnerships with organizations advancing digital commons, cooperative infrastructure, and open-source development, including:

• TechSoup: Nonprofit technology resources and equipment access

• Abarim Publications: Open linguistic and scholarly resources

• Wikimedia Foundation: Free knowledge infrastructure

• NYC Mesh: Community mesh networking and cooperative internet infrastructure

• Internet Engineering Task Force (IETF): Internet standards development and technical collaboration

• Linux Foundation: Open-source development coordination

• Free Software Foundation: Free software advocacy and infrastructure

• Platform Cooperativism Consortium: Cooperative digital platform development

The Board may modify, add, or terminate partnerships as organizational priorities evolve, provided membership fee allocations are adjusted accordingly.

Section 7.2: Membership Fee Allocations

The Corporation shall allocate membership fees to support the digital commons ecosystem as specified in Section 2.4. The Board shall ensure:

• Timely payment of committed contributions

• Transparent reporting of allocations to membership

• Evaluation of partnership effectiveness

• Addition or modification of partnerships that advance the mission

Partnership Modification Procedures: If a partnership is terminated or substantially modified, the Board shall:

• Notify membership within 30 days

• Reallocate affected funds to similar commons infrastructure initiatives

• Update fee allocation table in next bylaw revision or by separate member notification

Section 7.3: Cooperative Development

The Corporation shall actively support the development of data networks owned and operated by public cooperatives through:

• Technical assistance and protocol development

• Research and educational programs

• Coordination with municipal governments and community organizations

• Advocacy for community-owned internet infrastructure

Strategic partnership activities are governed by the Strategic Partnership Management Policy (P2-005).

 

ARTICLE VIII: CONFLICT OF INTEREST AND ETHICS

Section 8.1: Conflict of Interest Policy

Directors, officers, and key staff shall disclose actual or potential conflicts of interest. The Board shall maintain a written conflict of interest policy (P1-003) requiring:

• Annual disclosure statements

• Recusal from decisions involving conflicts

• Documentation of conflict management

• Compliance with Kentucky law and IRS requirements

Section 8.2: Ethical Standards

The Corporation shall maintain high ethical standards in all activities, including:

• Transparency in governance and financial management

• Respect for community members and contributors

• Integrity in research and development

• Accountability to mission and membership

Section 8.3: Whistleblower Protection

The Corporation shall not retaliate against individuals who report suspected violations of law, policy, or ethical standards. Reports may be made confidentially to the Board or designated ombudsperson.

 

ARTICLE IX: AMENDMENTS AND DISSOLUTION

Section 9.1: Bylaw Amendments

Standard Amendments: These bylaws may be amended by majority vote of Supporting Members at any properly noticed meeting, provided:

• Proposed amendments are included in meeting notice or distributed at least ten (10) days before the meeting

• The amendment does not modify fundamental commitments (Section 1.4)

Fundamental Commitments: Modifications to fundamental commitments (Article I, Section 1.4) require supermajority approval (two-thirds of all Supporting Members) plus unanimous board approval.

Emergency Amendments: In cases of legal necessity requiring immediate compliance (such as changes to nonprofit law or IRS requirements), the Board may adopt emergency amendments with:

• Immediate implementation upon adoption

• Written notification to all members within 48 hours

• Ratification by membership vote at the next scheduled meeting or special meeting within 90 days

• If membership does not ratify, the emergency amendment expires unless otherwise required by law

Notice: Proposed amendments must be published to all members at least ten (10) days before the meeting.

Section 9.2: Dissolution

The Corporation may be dissolved by two-thirds (2/3) vote of the Supporting Members at a properly noticed meeting. Upon dissolution:

• All debts and obligations shall be satisfied

• Assets shall be distributed exclusively to:

  • One or more organizations exempt under Section 501(c)(3), OR

  • Governmental entities for public purposes

• Distribution shall prioritize organizations advancing open-source development, digital commons, and cooperative internet infrastructure

• The Board shall determine specific recipients consistent with applicable law and donor restrictions

 

ARTICLE X: MISCELLANEOUS PROVISIONS

Section 10.1: Registered Office and Agent

The Corporation shall continuously maintain a registered office and registered agent in Kentucky as required by law.

Section 10.2: Corporate Records

Records Maintained: The Corporation shall maintain:

• Articles of Incorporation and Bylaws

• Board and membership meeting minutes

• Financial records and tax filings

• Membership records

• Contracts and agreements

• Intellectual property documentation

Document Management: Document management procedures are governed by Document Priority Framework Policy (P2-001).

Member Inspection Rights: Records shall be available for inspection by Supporting Members in accordance with KRS 273.233, as amended. Specifically:

• Members may inspect records during regular business hours

• Reasonable advance notice (at least 5 business days) is required

• Inspection requests must be made in writing to the Secretary

• Members may inspect and copy: Articles of Incorporation, Bylaws, Board meeting minutes, membership meeting minutes, financial statements, and membership lists

• The Corporation may withhold confidential business information, personnel records, and attorney-client privileged materials as permitted by law

Section 10.3: Electronic Communications

Notice and other communications may be given electronically in accordance with applicable law. The Corporation shall maintain email lists and communication platforms for member engagement.

Section 10.4: Indemnification

The Corporation shall indemnify directors, officers, and agents to the fullest extent permitted by Kentucky law, subject to limitations required by Section 501(c)(3).

Section 10.5: Insurance

The Corporation may purchase directors and officers liability insurance and other appropriate coverage as determined by the Board.

 

DOCUMENT CONTROL

Document ID: P1-001 (Bylaws - Priority 1)
Version: 3.1 (CCC Compliance Update)
Effective Date: [Pending Board Approval]
Previous Version: 3.0 (December 13, 2025)
Review Schedule: Annual review required per KRS Chapter 273
Amendment Authority: Supporting Member vote per Article IX
Secretary Coordination: Required for version control and publication per P2-001

 

AMENDMENT NOTES

Version 3.1 Changes (CCC Compliance Update):

This version addresses critical compliance items and clarifications identified in the Continuity, Clarity, Compliance (CCC) analysis of Version 3.0:

Governance Clarifications:

• Section 2.6: Clarified voting standard as "majority of votes cast" with example

• Section 3.3: Specified election voting threshold explicitly (>50% of votes cast)

• Section 3.4: Added officer vacancy provision mirroring board vacancy approach

• Section 3.5: Added quorum calculation example for accessibility

• Section 3.6: Added procedural protections for director removal process

• Section 4.3: Expanded rough consensus definition with IETF standard adaptation

Policy Integration:

• Section 2.3: Added reference to Virtual Software Development Studio Policy (P2-004)

• Section 3.4: Added reference to Document Priority Framework Policy (P2-001)

• Section 3.4: Added note that current Secretary information maintained at NTARI.org/governance

• Section 7.3: Added reference to Strategic Partnership Management Policy (P2-005)

• Section 8.1: Added reference to Conflict of Interest Policy (P1-003)

• Section 10.2: Added reference to Document Priority Framework Policy (P2-001)

Legal Compliance Enhancements:

• Section 1.1: Added "as amended" language for statutory references

• Section 5.4: Added UBIT monitoring provision

• Section 10.2: Expanded member inspection rights per KRS 273.233

• Section 9.1: Added emergency amendment provision for legal necessity

Licensing and Intellectual Property:

• Section 1.4: Refined fundamental commitment language regarding license evolution

• Section 6.1: Clarified AGPL-3 as current optimal license with rationale (SaaSS prevention)

• Section 6.1: Removed Board authority to approve alternative licenses that weaken protections

• Section 6.1: Maintained flexibility only for future FSF-developed superior protections

Membership Fee Allocation:

• Section 2.4: Added IETF to partner organization list ($1.00/month, $12.00/year)

• Section 2.4: Reduced Virtual Studio allocation from $11.67 to $10.67/month to fund IETF

• Section 2.4: Updated Virtual Studio annual total from $140.04 to $128.04

• Section 7.1: Added IETF to strategic partnerships list

• Section 7.2: Added partnership modification procedures

Structural Improvements:

• Removed Appendix A (Working Group Charter Template) - to be maintained as separate P2-006 policy

• Section 4.1: Referenced future Working Group Governance Policy (P2-006)

• Section 7.2: Added procedures for partnership termination and fund reallocation

• Section 1.2: Improved parallel structure in mission statement (last bullet point)

Accessibility Enhancements:

• Added calculation examples for quorum (Sections 2.6, 3.5)

• Clarified technical terms (rough consensus in Section 4.3)

• Improved document structure and cross-referencing

Legal Compliance Status:

• Kentucky Nonprofit Corporation Act (KRS Chapter 273) compliance verified

• IRS Section 501(c)(3) requirements maintained

• Membership structure meets regulatory standards for nonprofit voting membership

• Fee allocation represents genuine value exchange consistent with tax-exempt status

• UBIT monitoring provisions added

• Member inspection rights comply with KRS 273.233

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