Bylaws of the Agile Learning Institute.

Adopted July 14, 2023

ARTICLE I: Name and Purpose

Section 1. Name of Corporation. 

The name of the Corporation shall be the Agile Learning Institute, hereinafter called the “Institute.” 

Section 2. Mission Statement. 

The purpose of the Institute is to provide free mentorship and one-on-one coaching services to support software engineers. We work with partners to seek out and serve people who are under-represented in the industry. We also support an open Engineering Guild that provides lifelong learning and peer support services to our members.

Section 3. Registered Agent. 

The registered agent shall be specified in the Articles of Incorporation filed with the NC Secretary of State effective June 8, 2023. Any changes to the registered agent will be registered with the Secretary of State and may be found in those public filings.

ARTICLE II: Membership 

Section 1. Membership. 

The Institute shall initially have five membership levels, each with escalating privileges. Members with voting privileges can participate in annual board elections. Within less than one (1) year of its incorporation, the institution will reach twenty voting members, conduct elections and seat an elected Board of Directors. 

ARTICLE III: Board of Directors 

Section 1. Inaugural meeting. 

The initial Board of Directors, who will serve until an elected board is seated, shall be selected by the incorporators. Once elected, the Board of Directors shall hold a meeting in which it will consider altering these Bylaws as needed to more effectively fulfill the Mission of the Institute. Thereafter annual elections will be held for board positions, with members serving alternating two year terms. 

Section 2. General Powers. 

The property, business, and affairs of the Institute shall be overseen by its Board of Directors in accordance with these Bylaws. The Board is responsible for overall policy and direction of the Institute and delegates responsibility for day-to-day operations to the Institute’s Chief Executive, and to such other officers as it may designate from time to time. Specific powers of the Board of Directors include but are not limited to the following: 

  1. Defining the goals, and objectives of the Institute in fulfilling its Mission

  2. Assigning priorities among the goals and objectives when needed

  3. Selecting the Institute’s officers and periodically reviewing their performance

  4. Cultivating and approving partnerships that benefit the membership

  5. Approving major personnel policies

  6. Reviewing and approving the Institute’s budget

  7. Raising the financial resources required to meet the Institute’s goals and objectives, as coordinated by the officers and employees

  8. Establishing general fundraising policies 

  9. Conducting an annual review and evaluation of the Institute’s performance of the goals and objectives of highest priority. 

Section 3. Number and Qualifications. 

The number of Directors shall be not less than five nor more than fifteen. The five most active partners shall have a board seat. Voting membership may elect up to ten members. Directors shall have a demonstrated commitment to the Institute’s mission. 

Section 4. Nomination. 

The initial Board of Directors shall be selected by the incorporators, however, for future nominations, the Chair of the Board of Directors shall conduct annual elections among voting members for board seats, in accordance with such procedures as the Board of Directors may by resolution determine. 

Section 5. Election. 

The Board will conduct annual elections for membership board seats. During an open nomination process any voting member may nominate any other voting member to serve on the board. Any candidate member who receives more than 10% of membership votes shall have a board seat, providing such a seat does not result in an even number of board positions. At the first meeting after elections, the Board of Directors shall elect from among the Directors the Chairman.

Section 6. Appointed Directors. 

Each official partner of the Institute shall nominate an appointed director. Nominees of the five most active partners shall have a seat on the board. Appointed directors are required to be financial sponsors, but not required to be a voting member. Initial partnerships will be established by the incorporators. Once elected, the board must approve all New partnerships.

Section 7. Term of Office. 

Directors shall serve for a term of two years, or until a successor is duly elected or appointed. Except as provided otherwise in these bylaws, the term shall begin on the first day of the Institute’s fiscal year. Each Director shall hold office until his or her term expires, death, resignation, removal, disqualification, or his or her successor has been elected or appointed. No Director, whether elected or appointed, may serve more than six consecutive years without at least one year intervening in which they are not a Director. Any director may resign at any time by giving written notice to the Chairman of the Board. The resignation takes effect upon receipt of notice or at a later date if specified in the notice, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any director may be removed at any time with or without cause by two-thirds vote of the Board of Directors. 

Section 8. Vacancies. 

Vacancies may be filled by majority vote of the remaining members of the Board of Directors for the unexpired term. 

Section 9. Quorum. 

A majority of the Directors then in office shall constitute a quorum for the transaction of any business, except that if the number of Directors then in office is five or fewer, then three Directors shall constitute a quorum. Except as otherwise provided in these bylaws, the act of the majority of the Directors shall be the act of the Board of Directors. A Director who is present at a Board of Directors meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her contrary vote is recorded or his or her dissent is otherwise entered in the minutes of the meeting or unless he or she shall file written dissent to such action with the person acting as the secretary of the meeting before the meeting is adjourned or shall forward such dissent by registered mail to the Secretary of the Institute immediately after the meeting is adjourned. Such right to dissent shall not apply to Directors who voted in favor of such action. If at any Board of Directors meeting there is less than a quorum present, a majority of those present may adjourn the meeting, without further notice, until a quorum is obtained. 

Section 10. Meetings. 

Meetings of the full Board of Directors shall be held at least quarterly at such place within or outside of North Carolina as may be fixed by resolution of the Board, or as may be specified in the notice of the meeting, including video conference. Regular meetings of the Board of Directors shall be held at times set by resolution of the Board. Any meeting of the Board may be held in a form other than physical presence, such as conferences or teleconferences, as long as all Directors participating in the meeting may simultaneously hear one another during the meeting. Special meetings of the Board may be called by or at the request of the Chair, any officer granted such authority, or any three Directors. Notice must be given at least one week in advance by any usual means of communication to each member of the Board of Directors, and any action taken at a special meeting shall be voidable upon a failure to obtain acknowledgement of receipt of notice from any member of the Board. Such notice need not specify the purpose of which the meeting is called. Notice need not be given of regular meetings of the Board of Directors held at times fixed by resolution of the Board. Meetings may be held at any time without notice if all the Directors are present, or if at any time before or after the meeting those not present waive notice of the meeting in writing. Action on specific items can be taken by the Board by unanimous written vote, whether in print or electronic form, by all Directors then in office, or by other similar means of communication. 

Section 11. Waiver of Notice. 

Any Director may waive notice of any meeting. The attendance by a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the expressed purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 

Section 12. Committees. 

The Board of Directors may create committees, including an Executive Committee, which shall have and may exercise such powers as conferred or authorized by the resolutions creating them. The Chair of the Board shall appoint the chairpersons of all committees of the Board. If an Executive Committee is created, it shall be composed of Directors, shall consist of three or more members of the Board, shall include the Chair of the Board and the Chief Executive Officer, and shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board, subject to the direction and control of the Board of Directors. The designation of any committee and the delegation thereto of authority shall not relieve the Board of Directors, or any member of the Board, of any responsibility or liability imposed upon it or him or her by law. A majority of any such committee, if the committee is composed of more than two members, may determine its action and fix the time and place of its meetings, unless the Board of Directors provides otherwise. 

Section 13. Compensation. 

No Director shall receive any compensation for his or her service in such capacity, except that the Board of Directors may by resolution provide for the reimbursement of actual travel and lodging expenses or other costs incurred in the performance of duties of Directors, to the extent provided by such resolution, and except as otherwise provided in these bylaws. 

Section 14. Removal.  

A Director may be subject to removal in the event that the Director (a) intentionally takes a malicious action that harms the Institute, either financially or in its ability to pursue its mission (b) consistently over at least several months fails to fulfill the Director’s duties; or (c) consistently and willfully commits repeated violations of these bylaws.  A special meeting of the Board of Directors must be called for the purpose of determining whether the Director should be removed and notice of this meeting must be given consistent with these bylaws.  Additionally, with that notice of meeting, the Director who may be subject to removal must also be provided with a written description of the conduct for which the Director may be subject to removal.  At the meeting, the Director shall be afforded the opportunity to defend against and otherwise present information involving the allegations against the Director, whereupon, the remaining Directors shall convene without the presence of the director subject to removal.  A vote of 2/3rds of the Directors not subject to removal shall be required for a removal to go into effect.

ARTICLE IV: Officers 

Section 1. Officers. 

The officers of the Institute shall consist of the Dean of the Institute, as well as the Chief Executive, Chief Financial, Chief Data, and Chief Technology Officers, and additional Officers as the Board of Directors may authorize, and such subordinate officers as the Board of Directors may appoint or authorize the Chair or other officers to appoint. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required. The Chief Financial Officer shall serve as the treasurer of the institute. The Chief Data Officer shall serve as the Secretary of the institute.

Section 2. Election. 

Each officer shall hold office immediately upon election until his or her death, resignation, retirement, removal, or disqualification. If necessary to fill offices that have become vacant, the Board may elect officers at any regular or special meeting. 

Section 3. Terms and Vacancies. 

The term of office, for all officers shall terminate upon the effective date of his or her resignation submitted in writing to the Secretary, upon his or her death, or upon a vote of two-thirds of the Directors then in office to remove him or her from office if in their judgment the best interests of the Institute will be served thereby. Any vacancy among the officers shall be filled by the Board of Directors. Any officer or assistant officer may also be removed from office by the Board of Directors or the Chair, whichever is the appointing authority, upon such terms as may have been specified in writing at the time of appointment of such officer.

Section 6. Secretary and Assistant Secretary. 

The Chief Data Officer, acting as the official Secretary, shall do or oversee the following: 

  1. Keeping of minutes, including all votes and resolutions adopted, for all meetings of the Board of Directors and the Executive Committee

  2. Recording of all corporate documents and records

  3. Issuing of notices for meetings of the Board of Directors

  4. The filing of all reports required by governmental authorities

The Chief Data Officer is entitled to receive notice of and be present for all meetings of the Board of Directors, and shall have other responsibilities as the Board of Directors may prescribe.The Board may also appoint an Assistant Secretary. In the absence of the Secretary or in the event of his or her death, inability or refusal to act, the Assistant Secretary, if one is appointed and unless otherwise determined by the Board of Directors, shall perform the duties of the Secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary. The Assistant Secretary shall perform such other duties as may be assigned by the Secretary or Board Chair. 

Section 7. Treasurer and Assistant Treasurer. 

The Chief Financial Officer (CFO), acting as the Treasurer shall oversee the custody of all funds, securities, and assets of the Institute. The CFO will present an accurate account of the Institute’s receipts and disbursements to the Board of Directors at each meeting. The CFO will prepare or cause to be prepared a true statement of the Institute’s assets and liabilities within a reasonable time after the close of each fiscal year and, in conjunction with the CEO, make financial information available to Board members and to the public. The CFO shall have other responsibilities that the Board of Directors may prescribe. In the absence of the Treasurer or in the event of his or her death, inability or refusal to act, the Assistant Treasurer, who shall be appointed by the Chair of the Board unless otherwise determined by the Board of Directors, shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer. He or she shall perform such other duties as may be assigned by the Board of Directors or by the Treasurer or Board Chair. 

Section 8. Chief Executive. 

The Board of Directors will appoint a Chief Executive Officer (CEO) of the Institute who shall direct and execute all decisions of or programs adopted by the Board of Directors, and shall perform such other duties as the Board of Directors may prescribe or authorize. The foregoing duties shall include, but will not be limited to:

  1.  Hiring and discharging all employees

  2.  Executing contracts or other instruments on behalf of the Institute, except in cases where the execution thereof is expressly delegated by the Board of Directors or by the bylaws to some other officer or agent of the Institute, or shall be required by law to be otherwise signed or executed 

  3. Signing checks, drafts or other orders for payment of money, depositing all monies and other assets in the name of the Institute according to policies or in such depositories as the Board of Directors may prescribe 

  4. Serving on the Executive Committee if the Board of Directors authorizes an Executive Committee. 

  5. Furnish the Board with an operating and financial report at each meeting thereof.  

The Chief Executive shall be appointed upon the majority vote of the Board of Directors present at a duly constituted Board meeting and shall serve at the pleasure of the Board of Directors, except that the Board may, at its discretion, retain the services of the Chief Executive upon a contract for a fixed period of time.

The Chief Executive Officer may be one of the members of the Board of Directors and may simultaneously hold any office from among the Board, but only so long as the Chief Executive Officer acts on a volunteer basis.  In the event that the Chief Executive Officer becomes compensated for her or his services, the Chief Executive Officer may no longer serve on the Board of Directors and must resign from such position.  In any event, the Chief Executive Officer is entitled to receive notice of and be present for all meetings of the Board of Directors.

Section 9. Dean.

The Board of Directors will appoint a Dean of the Institute, who shall be accountable for overseeing all Mentorship, Educational, and Coaching services provided to members of the Institute. The foregoing duties shall include, but will not be limited to, curriculum research and development, hiring, equipping, coaching and discharging of mentors, and serving on the Executive Committee if the Board of Directors authorizes an Executive Committee. The Dean is entitled to receive notice of and be present for all meetings of the Board of Directors 

Section 10. Other Officers. 

The duties and terms of office of any other officer or assistant officer appointed pursuant to Section 1 of this Article shall be specified by the Board of Directors or by the Chief Executive or Dean if so authorized by the Board of Directors. 

Section 11. Compensation of Officers. 

The Officers may be paid such reasonable compensation as the Board of Directors or its Executive Committee may authorize and direct. No other officer who is a member of the Board of Directors may receive any compensation, except as reimbursement for actual disbursements expended on behalf of or in service to the Institute and according to policies authorized by the Board of Directors. 

ARTICLE V: Miscellaneous Provisions 

Section 1. Indemnification. 

Every person who is or shall have been a Director or officer of the Institute and his or her personal representatives shall be indemnified by the Institute against all costs and expenses reasonably incurred by or imposed upon him or her in connection with or resulting from any action, suit, or proceeding to which he or she may be made a party by reason of his or her being or having been a Director of officer of the Institute, except in relation to such matters as to which he or she shall finally be adjudicated in such action, suit, or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct in the performance of his or her duty as such director or officer. “Costs and expenses” shall include, but without limiting the generality thereof, attorney’s fees, damages, and reasonable amounts paid in settlement. 

Section 2. Fiscal Year. 

The fiscal year of the Institute shall begin on the first day of July of each year and shall end on the thirtieth day of June of the next year. 

Section 3. Corporate Seal. 

The official seal of the Institute shall have inscribed thereon the name of the Institute. This seal shall also contain such other words or figures as the Board of Directors may determine. The official seal may be used by placing, by any process whatsoever, an impression, facsimile, or other reproduction of said official seal. 

Section 4. Amendments. 

The Bylaws may be altered, amended, or repealed and new Bylaws adopted upon the vote of two-thirds of the members of the Board of Directors present and voting at a duly constituted meeting, provided that notice of such proposed action, including the content thereof, be included in the call for the meeting. 

Section 5. Activities of the Institute. 

The Institute shall not carry on any activities to the extent not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law).

Section 6. Dissolution and Distribution of Assets. 

Except as otherwise permitted under these Bylaws, no part of the Institute’s net earnings shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Institute shall be authorized and empowered to pay reasonable compensation for services rendered to the Institute and to make payments and distributions that further the purposes set forth herein. The Institute may be dissolved and its assets and liabilities liquidated in such manner as the Board of Directors shall resolve, provided that upon dissolution, after payments of all debts, no part of the remaining assets may be distributed to any Institute trustee, member, or officer but shall be distributed as the Articles of Incorporation direct in accordance with such laws and regulations as may be applicable thereto, provided, however, that the distribution must be to another Organization exempt under Section 501(c)(3) of the United States Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law).

Section 7.  Financial Reporting and Records.  

Once per quarter, the Institute shall publish and make publicly available its financial statements.  Each member of the Board of Directors shall have unqualified access to all of the Institute’s financial records and meeting minutes.