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CANONIC Foundation

Bylaws — CANONIC Foundation, Inc.

BYLAWS OF CANONIC FOUNDATION, INC.

inherits: hadleylab-canonic/CHARTER/BOARD privacy: VAULT

BYLAWS OF CANONIC FOUNDATION, INC.

A Florida Not For Profit Corporation

ARTICLE I — OFFICES

Section 1.1 — Principal Office. The principal office of the Corporation shall be located at such place within or without the State of Florida as the Board of Directors may from time to time determine.

Section 1.2 — Registered Office and Agent. The Corporation shall maintain a registered office and registered agent in the State of Florida as required by the Florida Not For Profit Corporation Act, Chapter 617, Florida Statutes.

ARTICLE II — PURPOSE

The Corporation is organized and shall be operated exclusively for charitable, scientific, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, as set forth in the Articles of Incorporation.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 — Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board may exercise all powers of the Corporation except those reserved by law, the Articles of Incorporation, or these Bylaws.

Section 3.2 — Number. The number of directors shall be not fewer than three (3) and not more than nine (9). The exact number shall be fixed from time to time by resolution of the Board.

Section 3.3 — Qualifications. Directors need not be residents of the State of Florida. No person who has been convicted of a felony involving dishonesty or breach of trust shall be eligible to serve as a director.

Section 3.4 — Election and Term. Each director shall serve a term of three (3) years and until a successor is elected and qualified. Directors may be re-elected without limitation. Terms shall be staggered so that approximately one-third of the directors’ terms expire each year.

Section 3.5 — Initial Directors. The initial directors named in the Articles of Incorporation shall serve until the first annual meeting of the Board or until their successors are elected and qualified.

Section 3.6 — Vacancies. A vacancy on the Board may be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum. A director elected to fill a vacancy shall serve for the unexpired term of the predecessor.

Section 3.7 — Removal. A director may be removed with or without cause by the affirmative vote of two-thirds (2/3) of the directors then in office (excluding the director subject to removal).

Section 3.8 — Resignation. A director may resign at any time by giving written notice to the Chair or Secretary. Such resignation shall be effective upon receipt unless a later date is specified.

Section 3.9 — Compensation. Directors shall not receive compensation for their services as directors but may be reimbursed for reasonable expenses incurred in the performance of their duties, as approved by the Board.

ARTICLE IV — MEETINGS OF THE BOARD

Section 4.1 — Annual Meeting. The Board shall hold an annual meeting for the election of officers and the transaction of other business. The annual meeting shall be held at such time and place as the Board may determine.

Section 4.2 — Regular Meetings. The Board shall meet at least annually. Additional regular meetings may be scheduled by resolution of the Board.

Section 4.3 — Special Meetings. Special meetings may be called by the Chair, the Executive Director, or by any two (2) directors, upon not less than five (5) days’ written notice to each director.

Section 4.4 — Notice. Written notice of each meeting shall be given to each director not less than five (5) days before the meeting. Notice may be delivered by mail, email, or other electronic means to the address on file with the Secretary. The notice shall state the date, time, and place of the meeting. For special meetings, the notice shall also state the purpose or purposes.

Section 4.5 — Waiver of Notice. A director may waive notice of any meeting before or after the meeting. Attendance at a meeting constitutes a waiver of notice unless the director objects to the transaction of business at the beginning of the meeting.

Section 4.6 — Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business. If a quorum is not present, a majority of those present may adjourn the meeting.

Section 4.7 — Voting. Each director shall have one vote. Except as otherwise provided in these Bylaws or by law, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The Chair shall have a casting vote in the event of a tie.

Section 4.8 — Remote Participation. Directors may participate in meetings by telephone, video conference, or other communications technology by which all persons participating can hear each other. Such participation constitutes presence at the meeting.

Section 4.9 — Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all directors consent in writing to the action. Such written consent shall have the same force as a unanimous vote.

ARTICLE V — OFFICERS

Section 5.1 — Officers. The officers of the Corporation shall be a Chair, an Executive Director, a Secretary, and a Treasurer. The Board may appoint such other officers as it deems necessary. Any two or more offices may be held by the same person, except that the Chair and Secretary shall not be the same person.

Section 5.2 — Election and Term. Officers shall be elected by the Board at the annual meeting or at any regular or special meeting. Each officer shall serve at the pleasure of the Board and until a successor is elected and qualified.

Section 5.3 — Chair. The Chair shall preside at all meetings of the Board, shall have a casting vote in the event of a tie, and shall perform such other duties as may be assigned by the Board.

Section 5.4 — Executive Director. The Executive Director shall be the chief executive officer of the Corporation and shall have general supervision and control of the business and affairs of the Corporation, subject to the direction of the Board. The Executive Director shall execute contracts and other instruments on behalf of the Corporation as authorized by the Board.

Section 5.5 — Secretary. The Secretary shall keep or cause to be kept minutes of all meetings of the Board, give all required notices, maintain the corporate records, and perform such other duties as may be assigned by the Board or Executive Director.

Section 5.6 — Treasurer. The Treasurer shall have charge and custody of all funds of the Corporation, shall keep accurate books and records of receipts and disbursements, and shall deposit all monies in the name of the Corporation in banks or depositories selected by the Board. The Treasurer shall render financial reports to the Board at each meeting.

Section 5.7 — Removal. Any officer may be removed by the Board at any time, with or without cause.

Section 5.8 — Vacancies. A vacancy in any office may be filled by the Board for the unexpired portion of the term.

ARTICLE VI — FISCAL MATTERS

Section 6.1 — Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year, unless changed by resolution of the Board.

Section 6.2 — Contracts. The Board may authorize any officer or agent to enter into contracts on behalf of the Corporation. No contract or obligation involving the expenditure of more than Five Thousand Dollars ($5,000) shall be entered into without Board approval and at least two (2) authorized signatures.

Section 6.3 — Checks and Disbursements. All checks, drafts, and orders for payment of money shall be signed by two (2) officers or agents designated by the Board. No single signatory shall authorize disbursements exceeding Five Thousand Dollars ($5,000).

Section 6.4 — Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation in banks or depositories selected by the Board.

Section 6.5 — Gifts and Grants. The Board may accept, on behalf of the Corporation, any contribution, gift, bequest, or grant for the general purposes or any special purpose of the Corporation.

Section 6.6 — Books and Records. The Corporation shall keep correct and complete books and records of account, minutes of the proceedings of the Board, and a record of the names and addresses of directors and officers. Books and records may be maintained in electronic form.

Section 6.7 — Audit. The Board shall cause the financial statements of the Corporation to be reviewed or audited annually by an independent certified public accountant.

ARTICLE VII — INTELLECTUAL PROPERTY

Section 7.1 — IP Trust. The Corporation shall hold, manage, and administer intellectual property assets in trust for the public benefit, in accordance with the IP Trust instrument executed between the Grantor (Dexter Hadley) and the Corporation as Trustee.

Section 7.2 — FRAND Obligation. All licenses granted by the Corporation for intellectual property held in trust shall be on Fair, Reasonable, and Non-Discriminatory (FRAND) terms. The Corporation shall not grant exclusive licenses for any intellectual property held in trust.

Section 7.3 — Licensing Tiers. The Board shall establish and maintain licensing tiers (including community, business, and enterprise tiers) and shall set the terms and fees for each tier by Board resolution.

Section 7.4 — Board Approval. All IP licensing decisions, assignments, and encumbrances shall require Board approval by resolution.

ARTICLE VIII — CONFLICT OF INTEREST

Section 8.1 — Policy. The Corporation shall adopt and maintain a Conflict of Interest Policy, which shall be reviewed and acknowledged annually by each director and officer.

Section 8.2 — Compliance. Directors and officers shall comply with the Conflict of Interest Policy in all matters related to the Corporation.

ARTICLE IX — INDEMNIFICATION AND INSURANCE

Section 9.1 — Indemnification. The Corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by the Florida Not For Profit Corporation Act, Chapter 617, Florida Statutes, as amended.

Section 9.2 — Advancement of Expenses. Expenses incurred by a director or officer in defending any proceeding may be paid by the Corporation in advance of the final disposition of such proceeding, upon receipt of an undertaking to repay such amount if the person is ultimately determined not to be entitled to indemnification.

Section 9.3 — Insurance. The Board may authorize the purchase and maintenance of Directors and Officers (D&O) liability insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation.

ARTICLE X — AMENDMENTS

Section 10.1 — Amendments. These Bylaws may be amended, altered, or repealed by the affirmative vote of two-thirds (2/3) of the directors then in office at any regular or special meeting, provided that notice of the proposed amendment has been included in the notice of the meeting.

ARTICLE XI — MISCELLANEOUS

Section 11.1 — Parliamentary Authority. Roberts Rules of Order, Newly Revised, shall govern the conduct of meetings to the extent not inconsistent with these Bylaws or applicable law.

Section 11.2 — Nondiscrimination. The Corporation shall not discriminate on the basis of race, color, religion, sex, national origin, age, disability, or any other protected characteristic in any of its activities or operations.

Section 11.3 — Dissolution. Upon dissolution of the Corporation, assets shall be distributed in accordance with Article X of the Articles of Incorporation and Section 501(c)(3) of the Internal Revenue Code.

CERTIFICATION

These Bylaws were adopted by the Board of Directors of CANONIC FOUNDATION, INC. at its organizational meeting on this ___ day of ____, 2026.

_______________________________
Fatima Boukrim, Secretary

NOTES FOR DAVID

  1. $5,000 dual-signature threshold (Sections 6.2, 6.3): Matches the constraint from the original WORK TALK. Adjust if you think a different threshold is appropriate.

  2. IP Article (Article VII): Cross-references the Trust instrument you’ll draft. FRAND + no-exclusive-licenses are locked in at the bylaws level, not just the trust level.

  3. Staggered terms (Section 3.4): With 3 directors, initial terms can be 1/2/3 years to create the stagger. Your call on whether this is worth the complexity at formation.

  4. Chair casting vote (Section 4.7): Dexter as Chair gets the tiebreaker. Standard for a 3-person board.

  5. Removal threshold (Section 3.7): 2/3 — on a 3-person board, this means unanimous among the remaining two. Protective.

  6. All brackets and blanks need your input before adoption.

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