> For the complete documentation index, see [llms.txt](https://charity.childsafetyfund.org/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://charity.childsafetyfund.org/governance/bylaws.md). # Bylaws Bylaws of Child Safety Fund (CSF). **Reviewed and Adopted:** June 29, 2025\ **State of Incorporation:** Oklahoma\ **Entity Type:** Corporation\ **Fiscal Year:** January 1 – December 31\ **NTEE Code:** I72 – Child Abuse Prevention\ **EIN Number:** 39-2953755\ **Federal UEI:** PBNTT21NH8T5 *** ### Article I – Name and Purpose **Section 1. Name**\ The name of this organization shall be Child Safety Fund ("CSF"). **Section 2. Exempt Purpose**\ CSF is organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, including the prevention of cruelty to children and promotion of their well-being. *** ### Article II – Activities and Restrictions **Section 1. General Restrictions**\ CSF shall not: * Support or oppose candidates in political campaigns. * Allow net earnings to benefit private individuals. * Further non-exempt purposes more than insubstantially. * Operate primarily to conduct unrelated trade or business. * Devote more than an insubstantial part of its activities to influencing legislation. * Provide commercial-type insurance as a substantial part of its activities. **Section 2. Operation Under State Law**\ CSF is governed by the laws of the State of Oklahoma, which is a cy pres jurisdiction. **Section 3. Non-Membership Structure**\ The corporation shall have no members. The business and affairs of the corporation shall be managed by a self-perpetuating board of directors. **Section 4. Emergency Powers**\ In the event of an emergency or crisis, the board of directors may declare an emergency and suspend any provision of the bylaws, provided such suspension is consistent with law and necessary to protect the corporation’s operations or mission. *** ### Article III – Board of Directors **Section 1. Number**\ The board shall consist of not less than 3 and not more than 15 directors. **Section 2. Powers**\ All corporate powers shall be exercised under the direction of the board. **Section 3. Terms**\ Directors shall serve staggered one-year terms, renewable up to three consecutive terms. **Section 4. Vacancies**\ Vacancies shall be filled by board vote for the remainder of the unexpired term. **Section 5. Removal**\ A director may be removed by two-thirds vote for cause or failure to participate. **Section 6. Meetings**\ The board shall meet at least quarterly; a majority constitutes a quorum. **Section 7. Written Consent**\ Any action required or permitted to be taken at a board meeting may be taken without a meeting if written consent is obtained from a sufficient number of directors to meet quorum and voting requirements. Unanimous consent is not required. **Section 8. Compensation**\ Directors shall not receive compensation but may be reimbursed for expenses. **Section 9. Reserve Board Capacity**\ The board of directors may authorize and maintain a reserve list of approved individuals who may be appointed to serve temporarily or permanently in the event that: 1. A board member resigns or becomes incapacitated; 2. A board member fails to participate in board duties for a period of 60 days or more without board-approved leave; 3. A board member refuses to fulfill their fiduciary duties as determined by a two-thirds vote of the remaining board. Individuals on the reserve list must be pre-approved by majority vote of the board and shall meet all qualifications required of directors under these bylaws. Appointments from the reserve list shall be made by majority vote and shall be subject to the same terms, rights, and duties as other directors. *** ### Article IV – Officers **Section 1. Required Officers**\ The corporation shall have a President, Secretary, and Treasurer. **Section 2. Appointment and Duties**\ Officers shall be appointed by the board and serve at its pleasure. Duties include: * **President:** Principal executive officer. * **Secretary:** Maintains records. * **Treasurer:** Oversees financial affairs. **Section 3. Other Officers**\ The board may appoint Vice Presidents or other officers as needed. *** ### Article V – Committees **Section 1. Formation**\ Committees may be formed by resolution of the board. The board may delegate limited authority. **Section 2. Chair Authority**\ The Chair of the board may designate committees and appoint committee members unless otherwise determined by board resolution. **Section 3. Meetings**\ Committees shall follow board policy for quorum and reporting. **Section 4. Limitations**\ Committees may not amend bylaws, approve budgets, or dissolve the corporation. *** ### Article VI – Contracts, Checks, Loans, Indemnification **Section 1. Contracts**\ Contracts must be approved by resolution and signed by an authorized officer. **Section 2. Checks and Drafts**\ Shall be signed by the Treasurer or another authorized officer. **Section 3. Loans**\ The corporation shall not make or receive loans without board approval. **Section 4. Indemnification**\ The organization shall indemnify officers and directors to the fullest extent permitted by law, including purchasing liability insurance for individuals acting on behalf of the organization. **Section 5. Exculpation**\ No director shall be personally liable to the corporation for monetary damages for breach of fiduciary duty, except for acts involving bad faith, intentional misconduct, or knowing violation of law. *** ### Article VII – Miscellaneous **Section 1. Fiscal Year**\ The fiscal year shall be January 1 to December 31. **Section 2. Books and Records**\ Accurate records of meetings and financials shall be maintained. **Section 3. Conflict of Interest**\ A conflict of interest policy shall be adopted and enforced. **Section 4. Code of Conduct and Ethics**\ The board shall adopt and enforce a Code of Business Conduct and Ethics, applicable to directors, officers, and employees. **Section 5. Nondiscrimination**\ The organization shall not discriminate on the basis of race, color, religion, national origin, age, gender, marital status, disability, sexual orientation, gender identity, or any other protected class. *** ### Article VIII – Counter-Terrorism and Due Diligence The organization shall comply with all applicable laws regarding anti-terrorism and foreign donations. Funds must be used lawfully, and proper due diligence will be conducted. *** ### Article IX – Document Retention The organization shall maintain a document retention policy that includes standards for keeping, archiving, and destroying documents in compliance with IRS and legal requirements. *** ### Article X – Transparency and Accountability The organization shall: * Make Forms 990, bylaws, and financials available upon request. * Post required disclosures on its website (if applicable). * Open board meetings and records to appropriate review. *** ### Article XI – Whistleblower Policy A whistleblower policy shall protect staff and volunteers from retaliation when reporting violations or misconduct. The board shall investigate claims and maintain confidentiality where applicable. *** ### Article XII – Dissolution Upon dissolution, all remaining assets shall be distributed for one or more exempt purposes within Section 501(c)(3), or to a government entity. Priority shall be given to: 1. Public charities preventing child welfare system involvement; 2. Organizations addressing risk factors for child harm; 3. Groups promoting children’s wellbeing, especially emerging nonprofits. Distribution shall follow the cy pres doctrine under Oklahoma law. *** ### Article XIII – Amendments **Section 1. Articles of Incorporation**\ Amendments shall require two-thirds board approval. **Section 2. Bylaws**\ Bylaws may be amended by majority vote, except those affecting director voting rights, which require two-thirds vote. *** ### Certificate of Adoption These bylaws were reviewed and adopted by the board of directors of Child Safety Fund on June 29, 2025. *** *End of Bylaws Document* --- # Agent Instructions This documentation is published with GitBook. GitBook is the documentation platform designed so that both humans and AI agents can read, navigate, and reason over technical content effectively. 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