Preamble

These bylaws are adopted pursuant to the District of Columbia Nonprofit Corporation Act and the Corporation’s Articles of Incorporation and shall be governed by the laws of the District of Columbia.

These bylaws shall become effective upon approval by the Board of Directors and shall remain in effect until amended or repealed.

Adopted by unanimous vote of the Board of Directors on July 15, 2025.

Article 1: Name, Purpose and Tax Exempt Status

Section 1.1 - Name

The legal name of the organization is the Bitcoin District Initiative (hereinafter referred to as “the Corporation”).

Section 1.2 - Purpose

Its primary purpose is to advance the public understanding of Bitcoin and freedom technology.

The Corporation’s activities include, but are not limited to:

• Hosting workshops, seminars, online courses, and hands-on learning experiences that teach individuals and local businesses how to achieve financial independence through Bitcoin and peer-to-peer financial networks, with practical resources designed to be accessible to all.
• Developing and sharing user-friendly tools, guides, and materials that simplify Bitcoin adoption, enabling individuals to take control of their financial lives through self-custody and privacy-focused practices.
• Promoting privacy-preserving, censorship-resistant, and other freedom-enhancing technologies to enhance access to and understanding of decentralized systems and self-sovereignty.
• Organizing local events, meetups, and collaborations in the Washington, DC area to foster Bitcoin adoption and economic resilience through hands-on workshops, mentorship programs, and partnerships with local businesses and community organizations.

Section 1.3 - Operation as Tax Exempt Corporation

Notwithstanding any other provision herein, the Corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.

The Corporation is organized exclusively for charitable, educational, and scientific purposes under Section 501(c)(3) of the Internal Revenue Code.

No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as permitted under Section 501(h) of the Internal Revenue Code. The Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.

Upon dissolution as determined by the Board in accordance with applicable law, after paying or providing for all liabilities, the Board shall distribute any remaining assets to one or more organizations that are tax-exempt under Section 501(c)(3) of the Internal Revenue Code and operated for purposes similar to those of the Corporation, including the advancement of Bitcoin education and decentralized technologies, or to a government entity for a public purpose. No part of the Corporation’s assets shall be distributed to any director, officer, or private individual upon dissolution. If such distribution is not possible, a Court of Competent Jurisdiction in the District of Columbia shall determine the recipients, prioritizing organizations focused on Bitcoin education or open-source, decentralized systems.

Article 2: Offices and Registered Agent

Section 2.1 - Offices

The Corporation shall maintain a principal office in the District of Columbia at an address determined by the Board of Directors. The Board may change the principal office location without amending these bylaws. Until a dedicated physical office is established, the address of the Corporation’s registered agent in the District of Columbia shall serve as the principal office.

Section 2.2 - Registered Agent

The Corporation shall maintain a registered agent in the District of Columbia as required by the District of Columbia Nonprofit Corporation Act. The registered agent’s name and address shall be filed with the Department of Licensing and Consumer Protection (DLCP).

Article 3: Membership

Section 3.1 – Classes of Membership

The Corporation shall have one class of voting members, consisting solely of the Directors (as defined in Article 4). For purposes of the District of Columbia Nonprofit Corporation Act, these Directors shall be the statutory members with voting rights and fiduciary responsibilities. The Corporation may also have nonvoting affiliates (“Affiliates”), who support the mission through participation, advocacy, financial contributions, or volunteer service but have no voting rights, governance authority, or legal claims to Corporation assets.

Section 3.2 – Affiliates

The Board of Directors may establish criteria for Affiliates, who may include donors, community supporters, volunteers, or individuals enrolled in educational programs. Affiliates shall not constitute statutory members under the District of Columbia Nonprofit Corporation Act.

Section 3.3 – Affiliate Tiers and Benefits

The Board may establish and revise affiliate tiers, eligibility criteria, benefits, and fees (if any) at its discretion through Board resolution or adopted policies. Such benefits may include recognition, newsletters, access to events, or other incentives aligned with the Corporation’s mission and fundraising goals.

Section 3.4 – Termination of Participation

The Board may, by a majority vote, suspend or terminate an Affiliate’s status for conduct determined by the Board to be detrimental to the Corporation’s mission and values. The reason for termination shall be recorded in the meeting minutes.

Section 3.5 – Rights and Limitations

Affiliates have no voting rights, governance authority, or legal claims to Corporation assets. Affiliates may be invited to participate in events, provide feedback, and receive communications, but shall not have any legal or fiduciary rights or obligations in the governance of the Corporation.

Article 4: Board of Directors

Section 4.1 - Powers and Duties

The Board of Directors (hereinafter referred to as “the Board”) shall manage the affairs of the Corporation. The Board’s responsibilities include:

• Developing and overseeing strategic plans.
• Approving the annual budget and ensuring sound financial management.
• Ensuring compliance with all applicable laws and ethical standards.
• Appointing and overseeing officers and committees.
• Approving major organizational decisions and policies.

Section 4.2 - Composition

The Board shall consist of no fewer than three (3) and no more than seven (7) directors. The Board shall include a President, Secretary, and Treasurer, whose duties are defined in Article 5. Directors may hold more than one office, provided that no single director holds all three positions simultaneously to ensure checks and balances.

Section 4.3 - Qualifications

Directors must be at least 18 years of age and support the Corporation’s mission. Directors shall be selected based on their commitment to the Corporation’s public benefit purpose, relevant skills, and ability to fulfill fiduciary duties. The Board shall ensure that relationships among directors do not create conflicts of interest, as governed by Article 8.

Section 4.4 - Election and Term

Directors shall be elected by a majority vote of the current Board at the annual meeting. Each director shall serve a term of two (2) years, with no limit on the number of terms they may serve.

To ensure continuity in leadership, Board terms shall be staggered so that approximately half of the directors are elected each year. At the first election following incorporation, half of the initial directors shall be elected to serve a one-year term, and the other half to a two-year term. Thereafter, all directors shall serve two-year terms.

Section 4.5 - Meetings

An annual meeting shall be held no later than four (4) months after the end of the fiscal year. Regular or special meetings may be held as needed. Special meetings may be called by the President or any two (2) directors with at least 48 hours’ notice. If a director cannot be reached within the 48-hour notice period, the meeting may proceed with those directors who received timely notice, provided quorum requirements are met.

Section 4.6 - Notice

Notice of all meetings shall be provided at least seven (7) days in advance, except for special meetings, where 48 hours’ notice is sufficient. Notice may be given via email or other electronic means to directors who have consented to electronic delivery.

Section 4.7 - Quorum and Voting

A quorum for the transaction of business shall consist of a majority of the directors then in office. Decisions of the Board shall be made by a majority vote of the directors present at a meeting at which a quorum is present.

Section 4.8 - Remote Participation

Directors may participate in and vote at meetings via telephone, video conference, or other electronic means, provided all participants can communicate simultaneously with each other. Directors participating remotely shall have the same voting rights and responsibilities as those physically present.

Section 4.9 - Compensation

Directors shall serve without compensation except for reimbursement of reasonable expenses and compensation for extraordinary services as approved by disinterested directors in accordance with IRS intermediate sanctions rules.

Section 4.10 - Resignation and Removal

A director may resign at any time by providing written notice to the President or Secretary.

A director may be removed with or without cause by a two-thirds (2/3) vote of the remaining directors at a meeting specifically called for that purpose, provided:

• Written notice of the proposed removal and the reasons therefor is given to all directors at least ten (10) days in advance
• The director subject to removal is given an opportunity to be heard at the meeting before the vote

If the number of remaining directors falls below the minimum required for a quorum due to resignations, removals, or other circumstances, the remaining directors may temporarily appoint interim directors to serve until permanent replacements can be elected at the next board meeting. Interim directors shall have all the rights and responsibilities of regular directors during their temporary appointment. If the board is reduced to zero directors, any officer or the registered agent may call a special meeting to elect new directors.

Section 4.11 - Vacancies

Vacancies on the Board shall be filled by a majority vote of the remaining directors at a regular or special meeting. The new director shall serve the remainder of the unexpired term.

Section 4.12 - Advisory Council

The Board may appoint an Advisory Council to provide non-binding expertise and guidance in support of the Corporation’s mission. Advisory Council members shall be appointed by a majority vote of the Board for one-year terms and may be reappointed. Advisory Council members may attend Board meetings upon invitation and have no voting or fiduciary responsibilities. Members shall comply with the Corporation’s confidentiality policy (Article 8, Section 8.4).

Advisory Council members shall serve without compensation, except for reimbursement of reasonable expenses incurred in connection with their service, as approved by the Board.

Section 4.13 - Board Self-Evaluation

The Board shall conduct a self-evaluation at least every two years to assess its performance, governance practices, and alignment with the Corporation’s mission. The evaluation shall review Board effectiveness, adherence to bylaws, and progress toward strategic goals.

Section 4.14 - Action Without a Meeting

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a written consent that sets forth the action is signed by all directors and filed with the minutes of the proceedings of the Board.

Section 4.15 - Electronic Communications

The Corporation may use electronic communications for all notices, meetings, and Board business, with a strong preference towards open source and encrypted platforms that ensure secure and privacy-preserving communications.

Article 5: Officers

Section 5.1 - Titles and Duties

The officers of the Corporation shall include:

• President: Presides over all Board meetings, sets meeting agendas, provides leadership in strategic planning, ensures all Board resolutions are carried out, and performs other duties as assigned by the Board.
• Secretary: Records minutes of all Board meetings, maintains corporate records, ensures compliance with notice requirements, handles official correspondence as directed by the Board, and performs other duties as assigned by the Board.
• Treasurer: Oversees financial management, including preparing the annual budget, providing regular financial reports, ensuring compliance with tax and regulatory requirements, assisting with financial reviews, and performing other duties as assigned by the Board.

Additional officers may be appointed by the Board as needed.

Section 5.2 - Election and Term

Officers are elected by the Board for one (1) year terms at the annual meeting and may be reelected without limit. Directors serving as officers may be reelected to the same or different officer positions for successive terms, independent of their director term schedule.

Section 5.3 - Removal

An officer may be removed from their officer position, with or without cause, by a majority vote of the Board. Removal from an officer position does not automatically remove the individual from the Board of Directors (if they are a director), unless they are also removed as a director under Article 9.

Section 5.4 - Vacancies

Vacancies in officer positions shall be filled by a majority vote of the Board at a regular or special meeting. The new officer shall serve the remainder of the unexpired term.

Article 6: Committees

Section 6.1 - Creation and Authority

The Board may create standing or ad hoc committees as needed, such as fundraising or education committees. Committees may include affiliates or other non-directors appointed by the Board or, if delegated by the Board, by officers. Committees shall have such authority as delegated by the Board and shall not bind the Corporation unless specifically authorized.

Section 6.2 - Executive Committee

The Board may establish an Executive Committee consisting of the President, Secretary, Treasurer, and any other directors appointed by the Board. The Executive Committee may act on behalf of the Board between meetings on routine matters, subject to limitations set by the Board and provided such actions do not override Board decisions or bylaws.

The Executive Committee may not:

• Amend bylaws
• Elect or remove directors or officers
• Approve the annual budget or major budget amendments
• Enter into contracts exceeding the dollar threshold established by the Board
• Make decisions regarding tax-exempt status or dissolution

All Executive Committee actions must be reported to the full Board at the next regular meeting.

Section 6.3 - Finance Committee

The Board may establish a Finance Committee, chaired by the Treasurer, to assist in developing and reviewing fiscal procedures, fundraising plans, and the annual budget. The annual budget and any major changes to it must be approved by the full Board.

Section 6.4 - Other Committees

The Board may establish additional committees to support the Corporation’s mission and operations.

Article 7: Contracts, Checks, Deposits and Financial Management

Section 7.1 - Fiscal Year

The fiscal year of the Corporation shall be the calendar year, beginning January 1 and ending December 31.

Section 7.2 - Budget

The Treasurer, in consultation with the Finance Committee, shall prepare an annual budget for approval by the Board at the annual meeting. The budget shall include projected income, expenses, and any planned capital expenditures.

Section 7.3 - Financial Oversight

The Treasurer shall provide regular financial reports to the Board, at least semi-annually or more frequently as determined by the Board.

All expenditures must be approved by the Board or in accordance with a Board-approved budget.

Section 7.4 - Treasury Management

The Corporation shall maintain its cash and cash equivalents in federally insured financial institutions. The Corporation may hold Bitcoin or USD stablecoins as part of its treasury management strategy, consistent with its educational mission and subject to Board-approved policies governing custody, security, valuation, and reporting requirements. The Corporation shall not hold other cryptocurrencies or digital assets unless specifically authorized by a two-thirds (2/3) vote of the Board. All assets shall be managed in accordance with financial policies adopted by the Board of Directors and shall comply with applicable law and the Corporation’s fiduciary duties.

Section 7.5 - Contracts and Expenditures

The Board may authorize officers or agents to enter into contracts or make expenditures on behalf of the Corporation, provided such actions are consistent with the approved budget or specifically authorized by the Board.

Section 7.6 - Employee Compensation

The Corporation may hire employees and compensate them for services rendered, provided that:

• All compensation is reasonable and commensurate with services provided.
• Compensation decisions comply with IRS intermediate sanctions rules and are approved by disinterested directors.
• The Board approves compensation policies and any compensation exceeding amounts specified in Board-adopted policies.
• Compensation of any director, officer, or their family members requires approval by disinterested directors using comparable data from similar organizations.
• No loans shall be made to directors, officers, or employees.

Article 8: Amendments

These bylaws may be amended by a two-thirds (2/3) vote of the Board at any regular or special meeting, provided that:

• The proposed amendment is submitted in writing to all directors at least seven (7) days prior to the meeting.
• The amendment is consistent with the Corporation’s Articles of Incorporation and applicable laws.

Article 9: Conflict of Interest and Confidentiality

Section 9.1 - Disclosure

Directors and officers must disclose any actual or potential conflicts of interest as they arise, including any personal, financial, or professional interests that could impair their objectivity or interfere with their duty to act in the best interests of the Corporation. The Corporation’s separate conflict of interest policy shall provide detailed definitions and procedures. Conflicts shall be documented in the meeting minutes.

Section 9.2 - Recusal

Any director or officer with a conflict of interest shall recuse themselves from discussions and votes related to the matter.

Section 9.3 - Annual Conflict of Interest Compliance

Annually, each director and officer shall complete a conflict of interest questionnaire and sign a statement affirming their understanding of and adherence to the Corporation’s conflict of interest policy. The Board shall maintain a detailed conflict of interest policy as a separate document. The Board shall strive to maintain directors who can exercise independent judgment in the Corporation’s best interests, and shall annually review its composition and the conflict of interest policy to ensure compliance with legal and ethical standards. This review shall be documented in the meeting minutes.

Section 9.4 - Confidentiality

Directors, officers, and Advisory Council members shall not disclose confidential information about the Corporation’s activities to any person or entity unless such information is public, the disclosure is necessary to further the Corporation’s purposes, or it benefits the Corporation. Each director, officer, and Advisory Council member shall sign a confidentiality agreement upon appointment.

Article 10: Indemnification of Directors and Officers

Section 10.1 - Indemnification

To the fullest extent permitted by the District of Columbia Nonprofit Corporation Act (D.C. Code § 29–406.51 et seq.), the Corporation shall indemnify its directors and officers. Indemnification shall be made only as authorized in the specific case upon a determination that the director or officer met the applicable standard of conduct and acted in good faith.

Section 10.2 - Liability Insurance

The Corporation is authorized to purchase and maintain insurance on behalf of any agent of the Corporation against liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such. Indemnification shall not extend to acts or omissions not in good faith, intentional misconduct, gross negligence, willful misconduct, or criminal behavior.

Article 11: Miscellaneous

Section 11.1 - Parliamentary Authority

Robert’s Rules of Order shall govern the conduct of meetings when not in conflict with these bylaws or applicable law.

Section 11.2 - Severability

If any provision of these bylaws is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Section 11.3 - Privacy and Technology Commitments

The Corporation is committed to protecting the privacy of its members and affiliates and respecting individual data sovereignty. The Corporation shall prioritize the use of free and open source software (FOSS) and privacy-preserving technologies in its operations, consistent with its mission to advance Bitcoin and freedom technology education.

Section 11.4 - Non-Discrimination Policy

The Corporation shall not discriminate on the basis of race, color, religion, gender, gender expression, age, national origin, disability, marital status, sexual orientation, or military status in any of its activities or operations.

Section 11.5 - Books and Records

The Corporation shall maintain accurate and complete books and records, including Board meeting minutes, financial statements, and other legally required documents. The Corporation shall maintain a document retention and destruction policy as adopted by the Board.

The Corporation shall make its three most recent IRS Form 990 returns and Form 1023 (application for tax-exempt status) available for public inspection as required by law, including by posting these documents on the Corporation’s website if feasible.

Section 11.6 - Whistleblower Protection

The Corporation shall adopt a whistleblower protection policy within six (6) months of incorporation, prohibiting retaliation against individuals who report suspected violations of law or Corporation policy in good faith.

Section 11.7 - Gift Acceptance

The Board shall adopt a gift acceptance policy governing the acceptance of donations.

Adoption of Bylaws

These bylaws were adopted by the Board of Directors of the Bitcoin District Initiative on July 15, 2025.

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