BYLAWS OF NETWORK THEORY APPLIED RESEARCH INSTITUTE, INC. | P1-001

Network Theory Applied Research Institute, Inc.

EIN: 92-3047136

Document ID: P1-001

ARTICLE I: CORPORATE IDENTITY AND PURPOSE

Section 1.1: Corporate Status

The Network Theory Applied Research Institute, Inc. ("Corporation") 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.

Section 1.2: Corporate Purpose

The Corporation's purpose is to improve the internet by developing systems, protocols, and programs that advance network technology for the global public benefit, including:

• Research and development of open-source network protocols

• Educational programs on network theory and internet infrastructure

• Scientific advancement in distributed systems and network topology

• Charitable activities that promote digital equity and internet accessibility

Section 1.3: Prohibited Activities

The Corporation shall not:

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

2. Operate for private benefit or private inurement

3. Discriminate based on protected characteristics under applicable law

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

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:

1. Open-source commitment for all protocols and systems developed by the Corporation

2. Privacy-first principles and user data sovereignty

3. Prohibition on surveillance capitalism and data monetization practices

ARTICLE II: MEMBERSHIP

Section 2.1: Membership Classes

The Corporation shall have three classes of members:

(a) Contributing Research Partners: Organizations actively participating in protocol research, development, or significant implementation efforts that advance the Corporation's mission. Contributing Research Partners are voting members with full membership rights under these bylaws.

(b) Supporting Organizations: Entities implementing NTARI protocols or supporting the Corporation's mission through financial contributions, seeking access to technical support, training, and community participation. Supporting Organizations are non-voting members.

(c) Individual Members: Persons supporting the Corporation's mission through contributions and community participation. Individual Members are non-voting members.

Section 2.2: Contributing Research Partner Eligibility

To qualify as a Contributing Research Partner, an organization must:

1. Demonstrate alignment with the Corporation's mission and fundamental commitments

2. Possess organizational capacity and technical expertise in network theory, distributed systems, internet infrastructure, or related fields

3. Commit to active participation in at least one Corporation working group or research initiative annually

4. Agree to share research findings, implementation experiences, or code contributions consistent with open-source principles

5. Meet financial obligations as established by board policy

6. Satisfy additional criteria established by board policy resolution

The Board shall establish detailed eligibility requirements, application procedures, and approval processes by policy resolution.

Section 2.3: Membership Rights and Authority

Contributing Research Partners (Voting Members) shall have authority to:

1. Elect directors as provided in these bylaws

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

3. Amend these bylaws as provided herein

4. Approve fundamental changes to the Corporation as required by law

5. Participate in working groups with voice in technical governance

Supporting Organizations shall have rights to:

1. Access technical support and services as defined by membership tier

2. Participate in implementation forums and community discussions

3. Receive Corporation publications and research updates

4. Attend member events subject to board policies

Individual Members shall have rights to:

1. Participate in community forums and discussions

2. Receive Corporation newsletters and updates

3. Attend member events subject to board policies

Section 2.4: 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 as determined by the Board of Directors.

Special Meetings: Special meetings of Contributing Research Partners may be called by:

• The Board of Directors

• The President

• Twenty percent (20%) of Contributing Research Partners in good standing

Notice: Written notice of membership meetings shall be given to all Contributing Research Partners 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. Supporting Organizations and Individual Members may be notified of meetings at board discretion.

Quorum: Contributing Research Partners holding one-tenth (1/10) of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum.

Voting: Each Contributing Research Partner in good standing shall be entitled to one vote. Members may vote by proxy in accordance with applicable law. Only Contributing Research Partners may vote on matters before the membership.

Section 2.5: Membership Dues and Fees

Dues Obligation: All membership classes shall pay annual dues as established by board policy resolution. Dues structures shall reflect organizational capacity, benefits received, and fair market value of services provided.

Value Exchange Requirement: All dues and fees must represent genuine exchange of value and support of collaboration infrastructure, technical services, educational programs, and community resources. Dues shall not be charged for access to open-source protocols or systems, which remain freely available to all.

Non-Payment: Members who fail to pay dues within thirty (30) days of the due date shall be considered not in good standing and may have membership privileges suspended. The Board shall establish reinstatement procedures by policy.

Section 2.6: Membership Termination

Voluntary Termination: Members may resign by written notice to the Corporation.

Involuntary Termination: Membership may be terminated for cause by majority vote of the Board of Directors, provided the member receives written notice and opportunity to be heard as established by board policy. Cause may include failure to meet participation requirements, violation of fundamental commitments, or conduct inconsistent with the Corporation's mission.

Effect of Termination: Upon termination, all membership rights and privileges cease. No refund of dues shall be made except as provided by board policy.

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:

1. Policy development and implementation

2. Strategic planning and oversight

3. Financial management and legal compliance

4. Personnel decisions and program management

5. Adoption, amendment, and repeal of board policies

6. Establishment of membership criteria, dues structures, and program requirements

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.

Qualifications: Directors need not be residents of Kentucky. At least a majority of directors should be representatives of Contributing Research Partners or individuals with substantial expertise in network theory, internet infrastructure, or related fields.

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

Section 3.3: Election and Appointment

Regular Elections: Directors shall be elected by Contributing Research Partners (voting members) at the annual meeting.

Nomination Process: Any Contributing Research Partner may nominate candidates, including representatives of their own organization, provided the nomination is supported by at least two (2) other Contributing Research Partners who have been members for six (6) months or longer.

Election Method: Elections shall be by majority vote, with runoffs conducted if necessary when more than two candidates seek a position.

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

Section 3.4: 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 Contributing Research Partners at any properly noticed meeting, with specific cause demonstrated and opportunity for the director to be heard.

Resignation: Directors may resign by written notice to the Board.

Section 3.5: Board Meetings

Regular Meetings: The Board shall meet at least quarterly at times and places determined by board resolution.

Special Meetings: Special meetings may be called by the Chairman, President, or any three (3) directors.

Notice: Directors shall receive at least two (2) days written notice of meetings, including date, time, place, and agenda. Attendance constitutes waiver of notice except when attending to object to improper notice.

Quorum: A majority of directors then in office shall constitute a quorum.

Action: The act of a majority of directors present at a meeting with a quorum shall be the act of the Board, unless a greater number is required by law or these bylaws.

Remote Participation: Directors may participate in meetings by telecommunications if all participants can communicate simultaneously.

Section 3.6: Board Committees

The Board may create committees and delegate authority as permitted by Kentucky law, except that committees may not:

• Authorize distributions

• Fill board vacancies

• Adopt, amend, or repeal bylaws

• Elect or remove officers

• Approve fundamental corporate changes

Section 3.7: Conflict of Interest

The Board shall adopt and enforce a conflict of interest policy. Directors with conflicts must disclose them and may not vote on related matters.

Section 3.8: Asset Protection

Critical organizational assets, including intellectual property, major contracts, and investments exceeding $10,000, require authorization from at least three (3) board members for any transfer, modification, or encumbrance.

Section 3.9: Emergency Powers

During organizational emergencies threatening the Corporation's mission or operations, the Board may take immediate protective actions. Any changes affecting fundamental governance, mission, or member rights require subsequent membership approval within ninety (90) days.

ARTICLE IV: OFFICERS

Section 4.1: Required Officers

The Corporation shall have the following officers:

• Chairman of the Board

• President

• Secretary

• Treasurer

Additional officers may be appointed as determined by the Board.

Section 4.2: Election and Terms

Officers shall be elected annually by the Board at the first meeting following the annual membership meeting. Officers serve one-year terms and until successors are elected.

Section 4.3: Officer Duties

Chairman: Presides at board and membership meetings, ensures proper governance, and performs duties assigned by the Board.

President: Serves as chief executive officer, implements board policies, manages daily operations, and may execute contracts as authorized.

Secretary: Maintains corporate records, provides notice of meetings, records meeting minutes, authenticates corporate documents, and coordinates document control and version management.

Treasurer: Oversees financial affairs, maintains financial records, provides financial reports to the Board, and ensures compliance with financial policies.

Section 4.4: Removal and Resignation

Officers may be removed by majority vote of the Board at any time. Officers may resign by written notice to the Board.

ARTICLE V: FINANCIAL MANAGEMENT

Section 5.1: Fiscal Year

The Corporation's fiscal year shall be the calendar year unless changed by board resolution.

Section 5.2: Financial Controls

The Board shall establish financial policies including:

• Annual budget approval procedures

• Spending authorization limits

• Financial reporting requirements

• Audit or review procedures

• Investment policies

Section 5.3: Membership Dues Structure

The Board shall establish membership dues structures for each membership class based on:

1. Actual costs of services provided to members

2. Fair market value of resources and access provided

3. Organizational capacity to pay (for Contributing Partners and Supporting Organizations)

4. Comparability data from similar nonprofit research organizations

All dues and fees must represent genuine exchange of value to maintain tax-exempt status and avoid private benefit concerns. The Board shall review dues structures annually and adjust as necessary with appropriate notice to members.

Section 5.4: Financial Support to Members

The Corporation may provide grants or financial support to Contributing Research Partners or other members only through:

1. Competitive grant programs open to all eligible members

2. Emergency hardship assistance with Board approval

3. Seed funding for new chapters or initiatives meeting strategic priorities

4. Project-specific funding tied to the Corporation's exempt purposes

All funding decisions must be documented with rationale showing advancement of the Corporation's charitable, educational, and scientific mission.

Section 5.5: Compensation

All compensation must comply with IRS intermediate sanctions requirements and be approved by the Board following documented reasonableness analysis using appropriate comparability data.

Section 5.6: Prohibited Transactions

The Corporation shall not make loans to directors or officers, except as permitted by applicable law.

ARTICLE VI: PROGRAMS AND OPERATIONS

Section 6.1: Programs and Working Groups

The Board may establish programs and working groups to advance the corporate mission through charter documents or policy resolutions defining scope, management, and procedures.

Working Groups: Working groups shall be the primary mechanism for collaborative research and protocol development. Working groups may be established for specific technical domains, research initiatives, or protocol development projects. Working group charters shall be developed according to the template provided in Appendix A.

Contributing Partner Participation: Contributing Research Partners may operate as chartered programs, lead working groups, or participate in collaborative research, subject to charter agreements or working group procedures.

Section 6.2: Operational Policies

All operational procedures shall be governed by board-adopted policies addressing:

• Conflict of interest procedures

• Record keeping and transparency

• Privacy protection and data management

• Personnel management

• Grant-making procedures (if applicable)

• Intellectual property and open-source compliance

• Working group governance and technical standards processes

ARTICLE VII: LEGAL COMPLIANCE AND GOVERNANCE

Section 7.1: Tax-Exempt Compliance

The Corporation shall:

1. Operate exclusively for Section 501(c)(3) purposes

2. Prohibit private inurement and private benefit

3. Limit lobbying activities to permissible levels

4. Completely prohibit political campaign intervention

5. Ensure assets are permanently dedicated to exempt purposes

6. Ensure all protocols and systems remain open-source and freely available

Section 7.2: Corporate Law Compliance

The Corporation shall comply with all requirements of KRS Chapter 273 and other applicable Kentucky law.

Section 7.3: Books and Records

The Corporation shall maintain correct and complete books of account and minutes of proceedings. Contributing Research Partners may inspect corporate records for proper purposes as provided by Kentucky law, subject to reasonable policies adopted by the Board.

Section 7.4: Annual Reporting

The Corporation shall file all required annual reports with Kentucky and federal authorities and comply with public disclosure requirements.

ARTICLE VIII: INDEMNIFICATION

Section 8.1: Indemnification

The Corporation shall indemnify directors and officers to the fullest extent permitted by Kentucky law for actions taken in good faith in the best interests of the Corporation, subject to procedures established by board policy.

ARTICLE IX: AMENDMENT AND DISSOLUTION

Section 9.1: Amendment Process

General Amendments: These bylaws may be amended by two-thirds (2/3) vote of Contributing Research Partners present at any properly noticed meeting where a quorum exists.

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

Notice: Proposed amendments must be included in meeting notice or distributed to Contributing Research Partners 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 Contributing Research Partners at a properly noticed meeting. Upon dissolution, assets shall be distributed exclusively to one or more organizations exempt under Section 501(c)(3) or to governmental entities for public purposes, as determined by the Board in accordance with applicable law.

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 Seal

The Corporation may adopt a corporate seal, the use or absence of which shall not affect the validity of corporate documents.

Section 10.3: Execution of Documents

Documents may be executed by such officers as authorized by the Board, in accordance with board policies and applicable law.

Section 10.4: Electronic Communications

Notice and other communications may be given electronically in accordance with applicable law and board policies.

APPENDIX A: WORKING GROUP CHARTER TEMPLATE

Purpose of Working Group Charters

Working groups are the primary mechanism through which NTARI advances its research and development mission. Each working group focuses on a specific technical domain, protocol development effort, or research initiative. This charter template ensures consistent governance, clear objectives, and alignment with NTARI's fundamental commitments.

WORKING GROUP CHARTER TEMPLATE

[Working Group Name]

Charter Version: [Version Number]Effective Date: [Date]Review Date: [Annual review date]Board Approval Date: [Date]

1. WORKING GROUP IDENTIFICATION

Official Name: [Full name of working group]

Short Name/Acronym: [If applicable]

Parent Program: [NTARI program this working group supports, if applicable]

Charter Authority: This working group is established under NTARI Bylaws Article VI, Section 6.1.

2. MISSION AND SCOPE

Mission Statement:[1-2 sentence statement of the working group's purpose aligned with NTARI's mission]

Scope of Work:[Detailed description of the technical domain, research area, or protocol development effort]

In Scope:

• [Specific topics, technologies, or problems the working group addresses]

• [Technical standards or protocols under development]

• [Research questions being investigated]

Out of Scope:

• [Topics explicitly not covered to maintain focus]

• [Boundaries with other working groups]

Alignment with NTARI Mission:

[Explain how this working group advances NTARI's purposes: research, education, scientific advancement, or digital equity]

3. OBJECTIVES AND DELIVERABLES

Primary Objectives:

1. [Specific, measurable objective]

2. [Specific, measurable objective]

3. [Specific, measurable objective]

Expected Deliverables:

• Technical Specifications: [Protocol specs, technical standards, reference implementations]

• Research Publications: [Whitepapers, academic papers, technical reports]

• Open-Source Code: [Reference implementations, tools, libraries]

• Educational Materials: [Documentation, tutorials, training resources]

• Community Resources: [Best practices guides, case studies, implementation guides]

Success Metrics:

• [How success will be measured - adoption rates, citations, implementations, etc.]

• [Milestones and timelines]

4. MEMBERSHIP AND PARTICIPATION

Eligibility:

• Open to representatives of Contributing Research Partners

• Supporting Organizations may participate as observers with working group chair approval

• Individual Members may participate subject to technical qualification review

• External experts may be invited by working group leadership

Participation Requirements:

• Attend at least 50% of scheduled working group meetings

• Contribute to deliverable development through code, documentation, or research

• Adhere to NTARI's fundamental commitments (open-source, privacy-first, no surveillance capitalism)

• Follow working group procedures and codes of conduct

Membership Application Process: [Describe how individuals/organizations join this working group]

5. LEADERSHIP AND GOVERNANCE

Working Group Chair(s):

• Selection Process: [Election by working group members, appointment by board, etc.]

• Term Length: [Typical: 1-2 years]

• Responsibilities:

  • Facilitate meetings and coordinate work

  • Ensure deliverables meet quality standards

  • Report to NTARI Board quarterly

  • Manage working group communications

  • Resolve disputes and maintain collaborative environment

Technical Editors (if applicable):

• Maintain technical documentation and specifications

• Coordinate review processes

• Ensure consistency with NTARI documentation standards

Subgroups: [If the working group has subcommittees or task forces, describe them here]

6. MEETINGS AND COMMUNICATION

Meeting Frequency:[Weekly, bi-weekly, monthly - specify]

Meeting Format:[Virtual, in-person, hybrid]

Communication Channels:

• Mailing list: [address]

• Slack/Discord channel: [if applicable]

• GitHub repository: [if applicable]

• Meeting minutes location: [where published]

Decision-Making Process:

• Rough consensus model (IETF-style) for technical decisions

• Formal votes when consensus cannot be reached

• Chair has tiebreaking authority

• Appeals process to NTARI Board for significant disputes

Transparency Requirements:

• Meeting minutes published within 7 days

• All technical decisions documented with rationale

• Draft specifications available for public comment

• Final deliverables published on http://NTARI.org 

7. INTELLECTUAL PROPERTY AND OPEN SOURCE

IP Policy: All working group deliverables shall be released under open-source licenses consistent with NTARI's fundamental commitments:

Software/Code: [Specific license - e.g., MIT, Apache 2.0, GPL]

Documentation: [Specific license - e.g., Creative Commons BY 4.0]

Specifications/Standards: [Specific terms - e.g., royalty-free patent licensing]

Contributor Agreements: All contributors must agree to license their contributions consistent with the above terms. [Reference specific contributor license agreement if applicable]

Patent Commitments: Contributing Research Partners agree not to assert patent claims against implementations of working group deliverables.

8. RELATIONSHIP TO NTARI

Reporting Requirements:

• Quarterly progress reports to NTARI Board

• Annual presentation at member meeting

• Inclusion in NTARI annual report

Resource Support from NTARI:

• Technical infrastructure (repositories, communication tools)

• Meeting coordination assistance

• Publication and dissemination support

• [Other specific support]

Board Oversight:

• Board reviews working group charter annually

• Board approves major changes to scope or objectives

• Board may dissolve working group if objectives completed or participation insufficient

Coordination with Other Working Groups: [Describe relationships with other NTARI working groups and coordination mechanisms]

9. FINANCIAL MATTERS

Budget Authority: Working groups may request funding from NTARI for:

• Meeting expenses (if in-person gatherings)

• Tools and infrastructure

• Publication and dissemination costs

• Research collaboration expenses

Budget Approval:

• Budgets under $5,000: Chair approval with Board notification

• Budgets $5,000-$25,000: Board approval required

• Budgets over $25,000: Board approval with membership notification

Financial Reporting: Working group chairs report expenditures quarterly to Treasurer.

10. MODIFICATION AND TERMINATION

Charter Amendments:

• Minor amendments: Working group consensus with chair approval

• Major amendments: Working group consensus with Board approval

• Changes to scope or deliverables: Board approval required

Working Group Termination: A working group may be terminated:

• Upon completion of stated objectives (success)

• Due to insufficient participation (administrative)

• By Board resolution if misaligned with NTARI mission

• By request of working group members

Transition Upon Termination:

• Complete deliverables archived and published

• Ongoing work transferred to another working group or sunset gracefully

• Final report prepared documenting accomplishments

• GitHub repositories and documentation preserved

11. APPROVAL AND SIGNATURES

Charter Approved By: Jodson Graves [President], Calvin Secrest [Vice President], Grace Graves [Secretary]. Advisors: Kevin Gilhooley. Members: Venkata Sai Saketh Vaigandla

NTARI Board of Directors

Date: October 10, 20205

Working Group Chair

n/a

Review Schedule: This charter shall be reviewed annually during the fourth quarter in accordance with NTARI's document review procedures.

APPENDIX A1: SAMPLE COMPLETED WORKING GROUP CHARTER

To illustrate proper use of this template, a sample completed charter follows:

DIGITAL GOVERNANCE PROTOCOLS WORKING GROUP CHARTER

Charter Version: 1.0Effective Date: January 1, 2026Review Date: October 2026Board Approval Date: December 15, 2025

1. WORKING GROUP IDENTIFICATION

Official Name: Digital Governance Protocols Working Group

Short Name/Acronym: DGPWG

Parent Program: Phase 2 Digital Governance Research Initiative

Charter Authority: This working group is established under NTARI Bylaws Article VI, Section 6.1.

2. MISSION AND SCOPE

Mission Statement:Develop open protocols and technical standards for distributed governance systems that enable democratic participation at scale while preserving privacy and preventing manipulation.

Scope of Work:This working group focuses on the technical architecture, protocol specifications, and implementation standards for digital governance platforms that apply network theory principles to democratic participation. Work includes voting protocols, proposal management systems, deliberation frameworks, and trust models for governance applications.

In Scope:

• Protocol specifications for distributed voting systems

• Trust and reputation models for governance participants

• Privacy-preserving identity verification mechanisms

• Proposal workflow and deliberation protocols

• Integration standards with existing platforms (Phase 1 work)

• API specifications for governance platform components

Out of Scope:

• Political advocacy or policy positions (not technical standards)

• Specific governance decisions or recommendations

• Non-technical governance processes

• Electoral campaign tools or partisan applications

Alignment with NTARI Mission:

This working group directly advances NTARI's research mission by applying network theory to governance systems (treating democratic processes as network protocols), advances educational goals through accessible protocol documentation, and supports digital equity by enabling broader democratic participation.

3. OBJECTIVES AND DELIVERABLES

Primary Objectives:

1. Develop and publish Version 1.0 of Digital Governance Protocol Specification by Q4 2026

2. Create reference implementation demonstrating core protocol features by Q2 2027

3. Publish educational whitepaper on governance-as-network-protocol principles by Q3 2026

4. Establish testing framework and security analysis methodology by Q1 2027

Expected Deliverables:

• Technical Specifications:

  • Digital Governance Protocol v1.0 specification

  • API documentation for governance platform integration

  • Security and privacy requirements documentation

• Research Publications:

  • Whitepaper: "Network Theory Applications to Democratic Governance"

  • Technical report: "Privacy-Preserving Identity in Governance Systems"

• Open-Source Code:

  • Reference implementation (Python/JavaScript)

  • Testing framework and validation tools

  • Integration examples with Phase 1 platforms

• Educational Materials:

  • Implementation guide for developers

  • Best practices for governance platform deployment

  • Case studies from pilot implementations

Success Metrics:

• At least 3 independent implementations of core protocol within 18 months

• 10+ academic citations within 2 years of publication

• Deployment in at least 2 real-world governance contexts

• Quarterly milestones: specification draft (Q1), review period (Q2), final v1.0 (Q4)

[Continue with remaining sections 4-11 following the template structure...]

END OF APPENDIX A

Document Control:

• Document ID: P1-001 (Bylaws - Priority 1)

• Version: 2.0 (Amended to include Research Collaboration Model)

• Effective Date: Oct 10, 2025

• Review Schedule: Annual review required per KRS Chapter 273

• Secretary Coordination: Required for version control and publication per P2-001

Amendment Notes: This version amends Article II (Membership) to establish three-tier membership structure with Contributing Research Partners, Supporting Organizations, and Individual Members. Also adds Article V, Section 5.3-5.4 (dues structure and member support), updates Article VI, Section 6.1 (working groups), and adds Appendix A (Working Group Charter Template).

Changes align with NTARI's open-source research mission and establish sustainable funding model consistent with 501(c)(3) requirements while preserving fundamental commitment to freely available protocols.