Plain-language summary: These are the rules that govern how Stimpunks Foundation is run — who sits on the Board, how meetings work, how decisions get made, and how these rules can be changed. We publish them in full because a governance document nobody can read is not accountability.
Status of This Document
This is the version proposed for adoption at our September 2026 board meeting. It is not yet in force.
What currently governs Stimpunks Foundation is the version executed in September 2022, which is identical to the text below except for one sentence in §2.1. That sentence is quoted in full in the next section, so you can see exactly what changes.
We are publishing the proposed text before the vote rather than after it. Under §6.1, bylaws may only be amended where notice of the proposed change was given in the notice of the meeting — so a change like this one has to be visible in advance by design. Making it visible to everyone else at the same time costs us nothing.
When the Board votes, this page is updated to say what happened — adopted, amended further, or rejected — and the outcome is recorded in our Transparency Log.
What Changes, and Why
One sentence is removed from §2.1 (Number; Qualifications). This is the sentence as it stands today:
To be eligible to be selected as a member of the Board of Directors, a person must be part of the Boren family, by blood or marriage (unless the majority of the Board decides to consider an individual outside of the Boren family).
It is deleted in full. Nothing replaces it. Every other word of §2.1, and of every other section, is unchanged.
The reason is straightforward. Stimpunks was formed in 2022 as a private foundation by one family, and counsel drafted a family qualification into the bylaws to match. That is no longer how this organization works, and it is no longer what we want it to be. There are now no family members on our Board. The founder’s spouse resigned from all board and officer roles as part of the diversification behind our conversion to public charity status.
Leaving the sentence in place would mean our governing document describes a family-controlled board while our actual board is nothing of the kind — and a public charity is expected to demonstrate an independent one. A rule you have to keep making exceptions to is a rule that should be changed.
Two Things to Know Before Reading
Our directors and our members are the same people. Stimpunks is a Delaware nonprofit nonstock corporation with no shareholders. Under §1.2, the individuals serving on the Board are the members of the corporation. So where the text below refers to “members,” it means the directors — not our wider community, and not people who receive our grants.
There is a numbering error in the executed document, and we have reproduced it rather than quietly fixing it. The article covering miscellaneous provisions is labelled “ARTICLE VI” when it should be Article VII — its own sections are correctly numbered 7.1 through 7.6. We reference those provisions elsewhere as §7.1–§7.6. Correcting the heading is a housekeeping amendment the Board can take up separately; we would rather show you the document as signed than publish a tidied version that differs from the executed original.
Article I — Office; Membership
Section 1.1 Principal Office. The principal office of the corporation shall be located at such place within or without the State of Delaware as the Board of Directors may from time to time determine. The corporation may also have other offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.
Section 1.2 Criteria for Identifying Members. The individuals serving on the Board shall be the members of the corporation and shall constitute a single class of members. The total authorized number of memberships shall be not less than one (1) or greater than fifteen (15) as determined by resolution of the Board within said specified limits from time to time. The corporation shall not have authority to issue capital stock.
Section 1.3 Term. Each member of the corporation shall be a member of the corporation until the earlier of his or her cessation of service as a director on the Board for any reason, death, resignation, removal, legal adjudication of incompetence or legal adjudication of incapacity.
Section 1.4 Resignation. Any member of the corporation may resign at any time upon notice given in writing or by electronic transmission to the corporation (any resignation to take effect as specified therein or, if not so specified, upon receipt by the corporation).
Section 1.5 Removal. A member of the corporation may be removed at any time, with or without cause, by the affirmative vote of a majority of the entire number of members at a meeting of the members at which a quorum is present at the time of the vote.
Section 1.6 Meetings; Record Date. Meetings of the member or members of the corporation for any purpose or purposes may be held at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution or resolutions of the Board of Directors, the sole member of the corporation (if there shall be only one (1) member of the corporation), both members of the corporation (if there shall be only two (2) members of the corporation) or a majority in number of the members of the corporation (if there shall be three (3) or more members of the Corporation), for purposes of electing members of the Board of Directors (hereinafter referred to as “directors”) or transacting such other business as may properly come before the meeting. The record date for any meeting of the member or members of the corporation shall be deemed to be the date of such meeting unless the Board of Directors shall, by resolution thereof, fix a different date as the record date for such meeting; provided, however, in no event may the record date for any meeting of the member or members of the Corporation precede any action by the Board of Directors fixing such record date.
Section 1.7 Quorum. In the event the corporation shall have one (1) member, the presence of such member (in person or by proxy) shall constitute a quorum at a meeting of the members of the corporation. In the event the corporation shall have two (2) members, two (2) members (present in person or by proxy) shall constitute a quorum at a meeting of the members of the corporation. In the event the corporation shall have three (3) or more members, a majority of the entire number of members of the corporation (present in person or by proxy) shall constitute a quorum. Notwithstanding the foregoing, Members may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting.
Section 1.8 Action by the Member or Members; Voting Power. The vote of (a) the sole member of the corporation (if there shall be only one (1) member of the corporation), (b) both members of the corporation (if there shall be only two (2) members of the corporation) or (c) a majority of the entire number of members of the corporation (if there shall be three (3) or more members of the corporation), in each case, present at a meeting of the member or members of the corporation at which a quorum is present at the time of the vote, shall be the act of the member or members of the corporation, unless the question or action is one upon which a different vote is required by express provision of law or these Bylaws. Except as provided in the certificate of incorporation of the corporation or these Bylaws, each member of the corporation entitled to vote at any meeting of member, shall be entitled to one (1) vote on all matters submitted to a vote of the member or members of the corporation.
Section 1.9 Action by Consent of the Member or Members. Unless otherwise restricted by the certificate of incorporation of the corporation, any action required or permitted to be taken at any meeting of the member or members of the corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, shall be signed by the member (if there shall be only one (1) member of the corporation) or members of the corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voted and shall be delivered to the corporation in accordance with applicable law. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall, to the extent required by law, be given to those members of the corporation who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents signed by a sufficient number of members to take the action were delivered to the corporation.
Section 1.10 Notice. Whenever members are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the record date for determining members entitled to vote at the meeting, if such date is different from the record date for determining members entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by applicable law, the certificate of incorporation or these bylaws, the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each member entitled to vote at such meeting, as of the record date for determining the members entitled to notice of the meeting.
Section 1.11 Conduct of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the member or members of the corporation will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the member or members of the corporation as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of the member or members of the corporation shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person over the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to the member or members of the corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The person presiding over any meeting of the member or members of the corporation, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and, if such presiding person should so determine, such presiding person shall so declare to the meeting, and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of the member or members of the corporation shall not be required to be held in accordance with the rules of parliamentary procedure. Meetings of the member or members of the corporation shall be presided over by the President, or in his or her absence by a person chosen by the Board of Directors, or in the absence of such person, by a person chosen at the meeting. The Secretary shall act as secretary of any meeting of the member or the members of the corporation, but in his or her absence the person presiding over the meeting may appoint any person to act as secretary of the meeting.
Article II — Board of Directors
Section 2.1 Number; Qualifications. The Board of Directors shall consist of not less than one (1) or more than fifteen (15) natural persons, the number thereof to be determined from time to time by resolution of the Board of Directors. No decrease in the number of directors shall shorten the term of any incumbent director. The directors serving on the Board shall be members of the corporation and at such time as any individual ceases to be a director or member for any reason such individual shall also automatically cease to be a member or director, respectively.
↑ This is the amended section. In the version currently in force, a further sentence follows, quoted in What Changes, and Why above.
Section 2.2 Election; Resignation; Removal; Vacancies. The Board of Directors shall initially consist of the person or persons named as directors in the certificate of incorporation or elected by the incorporator of the corporation, and each director so elected shall hold office until the first annual meeting of Board of Directors and until his or her successor is duly elected and qualified. Directors shall be elected at the annual meeting of the Board of Directors, as applicable, by a majority of the Directors then in office. A director may be removed at any time, with or without cause, by the affirmative vote of a majority of the entire number of directors at a meeting of the Board of Directors at which a quorum is present at the time of the vote. Unless otherwise provided by applicable law or the certificate of incorporation, any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors and each director so elected shall hold office until the expiration of the term of office of the director whom he or she has replaced and until his or her successor is elected and qualified.
Section 2.3 Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine.
Section 2.4 Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four (24) hours before the special meeting.
Section 2.5 Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting.
Section 2.6 Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 2.7 Organization. Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in his or her absence by the President, or in their absence by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.
Section 2.8 Action by Unanimous Consent of Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission. After action is taken, the consent or consents relating thereto shall be filed with the minutes of the proceedings of the Board of Directors, or the committee thereof, in the same paper or electronic form as the minutes are maintained.
Article III — Committees
Section 3.1 Committees. The Board of Directors may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in the resolution of the Board of Directors or these bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.
Section 3.2 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these bylaws.
Article IV — Officers
Section 4.1 Executive Officers; Election; Qualifications; Term of Office, Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairperson of the Board and a Vice Chairperson of the Board from among its members. The Board of Directors may also choose one (1) or more Vice Presidents, one (1) or more Assistant Secretaries, a Treasurer and one (1) or more Assistant Treasurers and such other officers as it shall from time to time deem necessary or desirable. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of members next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.
Section 4.2 Powers and Duties of Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in these bylaws or a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.
Section 4.3 Employees; Appointing Attorneys and Agents; Voting Securities of Other Entities. The Board may from time to time appoint such employees and other agents as it shall deem necessary, each of whom shall hold office at the pleasure of the Board, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board may from time to time determine. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairperson of the Board, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the corporation, for, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation or other entity, or to consent, in the name of the corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed for, in the name and on behalf of the corporation and under its corporate seal or otherwise, all such proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section 4.3 which may be delegated to an attorney or agent may also be exercised directly by the Chairperson of the Board, the President or any Vice President.
Article V — Indemnification
Section 5.1 Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any individual (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or an individual for whom he or she is the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, its participants or beneficiaries, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives. Notwithstanding the preceding sentence, except for proceedings to enforce rights to indemnification or the advancement of expenses in accordance with Article V, Section 3, the corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person in his or her capacity as such unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors.
Section 5.2 Prepayment of Expenses. The corporation shall to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, pay the expenses (including attorneys’ fees) reasonably incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article V or otherwise.
Section 5.3 Claims. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Article V is not paid in full within thirty (30) days after a written claim therefor by the Covered Person has been received by the corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense (including reasonable attorneys’ fees) of prosecuting such claim. In any such action the corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.
Section 5.4 Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article V shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of members or disinterested directors or otherwise.
Section 5.5 Other Sources. The corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit entity.
Section 5.6 Amendment or Repeal. Any amendment, repeal, modification or elimination of the foregoing provisions of this Article V shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such amendment, repeal, modification or elimination.
Section 5.7 Other Indemnification and Prepayment of Expenses. This Article V shall not limit the right of the corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.
Section 5.8 Savings Clause. If this Article or any portion of it is invalidated on any ground by a court of competent jurisdiction, the Corporation nevertheless indemnifies each director of the Corporation to the fullest extent permitted by all portions of this Article that has not been invalidated and to the fullest extent permitted by law.
Article VI — Amendments
Section 6.1. These Bylaws may be altered, amended or repealed, and new Bylaws adopted (except as hereinafter provided in Section 2 of this Article) at any regular or special meeting of the Board of Directors of the Corporation by the affirmative majority vote of the entire Board of Directors, provided notice of the proposed alteration, amendment, repeal, or adoption of new Bylaws has been given in the notice of this meeting.
Section 6.2. The Board of Directors shall not have the power to alter or amend the Bylaws in such manner as to permit any director, officer, agent or employee of the Corporation ever to receive any compensation or any pecuniary profit from the operations of the Corporation (except reasonable compensation for services actually rendered to the Corporation and reimbursement of expenditures incurred in effecting one or more of its purposes), or to receive any part of the property or assets of the Corporation upon its dissolution or termination, or to permit any part of the activities of the Corporation to consist of carrying on propaganda or otherwise attempting to influence legislation.
Section 6.3. The Articles of Incorporation may be altered, amended or repealed and a new Articles of Incorporation adopted, including new Articles that change the purposes of the Corporation, in the following manner. The Board of Directors shall adopt a resolution setting forth the proposed amendment, alteration or repeal and directing that it be submitted to a vote at a subsequent regular, annual or special meeting of the Board of Directors of the Corporation. If the meeting be a regular or annual meeting, the proposed amendment, alteration, repeal or adoption of a new Articles of Incorporation or a summary thereof shall be included in the notice of the meeting. If the meeting be a special meeting, written notice setting forth the proposed amendment, alteration, repeal or adoption of a new Articles of Incorporation or a summary thereof shall be given to each director within the time and in the manner provided by the Bylaws. The proposed amendment, alteration, repeal, or new Articles of Incorporation shall be adopted upon receiving the affirmative majority vote of the entire Board of Directors.
Article VI [sic] — Miscellaneous
The executed document labels this article “ARTICLE VI,” duplicating the previous article. Its sections are numbered 7.1 through 7.6, and we cite them that way. See Two Things to Know Before Reading.
Section 7.1 Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.
Section 7.2 Seal. The corporate seal of the corporation shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.
Section 7.3 Manner of Notice. Except as otherwise provided in these bylaws or permitted by applicable law, notices to directors and members shall be in writing or electronic transmission and delivered personally or mailed to the directors or members at their addresses appearing on the books of the corporation. Notice to directors or members may also be given by telecopier, telephone or other means of electronic transmission.
Section 7.4 Waiver of Notice of Meetings of Members, Directors and Committees. Any waiver of notice, given by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any meeting of the members, directors, or members of a committee of directors need be specified in a waiver of notice.
Section 7.5 Form of Records. Any records administered by or on behalf of the corporation in the regular course of its business, including its books of account and minute books, may be kept on, or by means of, or be in the form of, any information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time.
Section 7.6 Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the president, the treasurer or such other officer(s) or agent(s) of the Corporation as shall be determined from time to time by resolution of the Board of Directors.
Document ID: SF-GOV-BYLAWS-2.0
Status: Proposed — pending adoption by the Board of Directors at the September 2026 meeting. Not yet in force.
Amends: Bylaws of Stimpunks Foundation, executed September 2022 (ACTIVE 62875347v2), by deleting the final sentence of §2.1
Governing law: Delaware nonprofit nonstock corporation
This page reproduces the executed document, including its original article-numbering error. Where the transcription and the signed original differ, the signed original governs. Related: Board & Governance · Conflict of Interest Policy · Document Retention & Destruction Policy · Transparency Log · Accountability & Transparency