May 16, 2025
Corporate Name
The name of this corporation is the Berkeley Initiative for Freedom of Inquiry (the “Initiative”). The terms “Berkeley Initiative for Free Inquiry” or “BIFI” are also used to refer to the corporation.
Offices
The principal office for the transaction of the business of the Initiative may be established at any place or places within or without the State of California by resolution of the Board. The Board may at any time establish branch or subordinate offices at any place or places where the Initiative is qualified to transact business.
Purposes
General Purpose
The Initiative is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Corporation Law of California (“California Nonprofit Corporation Law”) for public and charitable purposes.
Specific Purpose
The specific purpose of the Initiative shall include without limitation, the promotion of academic freedom, free speech, and freedom of inquiry.
Dedication of Assets
Property Dedicated to Nonprofit Purposes
The property of the Initiative is irrevocably dedicated to public and charitable purposes. No part of the net income or assets of the Initiative shall ever inure to the benefit of any of its Directors or Officers, or to the benefit of any private person, except that the Initiative is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 3 hereof.
Distribution of Assets upon Dissolution
Upon the dissolution or winding up of the Initiative, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Initiative shall be distributed to a nonprofit fund, foundation, or initiative which is organized and operated exclusively for public and charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Code.
Relationship to the Berkeley Division
The Initiative shall carry out its functions independent of the activities of the Berkeley Division of the Academic Senate and its committees, and shall make use of none of the resources or facilities of the Berkeley Division.
Faculty Members
Membership in the Initiative is open to all members of the Berkeley Division of the Academic Senate who publicly subscribe to the principles of the Initiative, except for those holding full-time administrative positions at the rank of Dean and above. Members who hold administrative positions above the level of Department Chair may not serve on the Executive Council.
Invited Members
Other members of the University of California, Berkeley community (students, staff, alumni, non-senate faculty) can be invited to join the Initiative. Any such invitation must be approved by a vote of 70% of the Executive Council. Invited Members may accept such an invitation by publicly subscribing to the principles of the Initiative, and once accepted, Invited Members have the same rights and responsibilities as Faculty Members.
Executive Council
An Executive Council shall act as the governing body of the Initiative between meetings of the broader Initiative Membership. A simple majority of the Executive Council shall constitute a quorum for binding votes.
Members (“Councilors”) of the Executive Council shall appoint officers to perform the following functions:
- Preside over meetings of the Initiative and of the Executive Council, issue the call for such meetings, and supervise the administration of the Initiative’s programs.
- Be responsible for keeping the records of the Initiative, for preparing a record of the minutes of all regular and special meetings of the Initiative and all meetings of the Executive Council, and for issuing notice of the call to regular and special meetings of the Initiative.
Initial Executive Council
There shall be an Executive Council of at least seven persons. At the time of establishment, the Executive Council shall be comprised of the following persons:
- Déborah Blocker
- William Fithian
- Christopher Hoofnagle
- Ethan Ligon
- Smriti Mehta
- Satish Rao
- David Romps
- Daniel Sargent
- Julia Schaletzky
Elections & Terms of Service
Members of the Initial Executive Council shall serve until June 30, 2026. Subsequently, seven members shall be elected by ballot by the members of the Initiative. These individuals shall comprise the Executive Council. Additional members of the Executive Council may be selected from the membership of the Initiative by the elected members of the Executive Council. Appointed Executive Council Members shall have all the voting rights of the elected members of the Executive Council.
The rules governing elections to the Executive Council and to the Board of Directors shall be determined by majority vote of the Initial Executive Council and incorporated into these bylaws.
Vacancies
Vacancies on the Executive Council shall be filled by action of the Executive Council members following the same procedure as that for appointed Executive Council Members.
Committees
Council Committees
The Executive Council may, by resolution adopted by a majority of the Executive Council then in office, create one or more Committees (“Committees”), each consisting of two or more Councilors, to serve at the discretion of the Council. Any Committee, to the extent provided in the resolution of the Board, may be given the authority of the Council, except that no Committee may:
- Fill vacancies on the Council or in any Committee;
- Approve a merger, dissolution, or the transfer, sale, or disposition of substantially all of the Initiative’s assets;
- Change the authorized number of counselors of the Initiative under these Bylaws;
- Amend or repeal Bylaws or adopt new Bylaws;
- Amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable; or
- Approve any transaction (i) between the Initiative and one or more of its counselors or (ii) between the Initiative and any entity in which one or more of its counselors have a material financial interest.
Meetings and Action of Council Committees
Meetings and action of Committees shall be governed by, and held and taken in accordance with, the provisions of these bylaws concerning meetings of the Executive Council. Minutes shall be kept of each meeting of any Committee and shall be filed with the corporate records. The Committee shall report to the Council as the Council may require. The Council may adopt rules for the governance of any Committee not inconsistent with the provisions of these Bylaws. In the absence of rules adopted by the Council, the Committee may adopt such rules.
Revocation of Delegated Authority
Subject to other provisions in these bylaws, the Council may, at any time, revoke or modify any or all of the authority that the Council has delegated to a Committee, increase or decrease (but not below two) the number of members of a Committee, and fill vacancies in a Committee from the members of the Council.
Advisory Committees
The Council may create one or more advisory committees to serve at the pleasure of the Council. Appointments to such advisory committees need not, but may, be Councilors. The Council shall appoint and discharge advisory committee members. Advisory committees may not exercise the authority of the Council to make decisions on behalf of the Initiative, but shall be limited to making recommendations to the Council and to implementing Council decisions and policies. Advisory committees shall be subject to the supervision and control of the Council.
Changes to Bylaws
The Executive Council may adopt, amend or repeal bylaws of the Initiative. Such power is subject to the following limitations:
- Where any provision of these Bylaws requires the vote of a larger proportion of the Councilors than otherwise is required by law, such provision may not be altered, amended or repealed except by the vote of such greater number.
- No amendment may extend the term of a Councilor beyond that for which such Councilor was elected.
- No amendment may add a provision that is in conflict with law or the Initiative’s Articles of Incorporation.
Board of Directors
Initial Board of Directors
There shall be a Board of Directors (the “Board”) of at least three persons. At the time of establishment, the Board shall be comprised of the following persons:
- William Fithian (Chair)
- Christopher Hoofnagle (Secretary)
- Ethan Ligon (Treasurer)
Elections & Terms of Service
Members of the Initial Board of Directors shall serve until June 30, 2026. Subsequently, three members shall be elected by ballot by the members of the Executive Council. These individuals shall comprise the Board of Directors. Additional members of the Board of Directors may be appointed from the membership of the Initiative by the elected members of the Board of Directors.
Officers of the Board of Directors
The officers of the Initiative (“Officers”) shall be a Chair, a Secretary, and a Treasurer. Other than the Chair, these persons may, but need not be, selected from among the Directors. The Board shall have the power to designate additional Officers who also need not be Directors, with such duties, powers, titles and privileges as the Board may fix. Any number of offices may be held by the same person, except that the Secretary and the Treasurer may not serve concurrently as the Chair.
Selection of officers shall take place following each election of Board members and shall serve until successors are selected. Officers once selected may be removed by a 2/3 vote of the elected Board at a meeting of the Board called for that purpose.
Salaries Fixed by Board
The salaries of Officers, if any, shall be fixed from time to time by resolution of the Board or by the person to whom the Board has delegated this function, and no Officer shall be prevented from receiving such salary by reason of the fact that they are also a Director. In all cases, any salaries received by Officers shall be reasonable and given in return for services actually rendered for the Initiative, which relate to the performance of the public benefit purposes of the Initiative. No salaried Officer serving as a Director shall be permitted to vote on their own compensation as an Officer.
Term of Service
The term of elected and appointed Board members shall be two years, beginning July 1 and ending June 30.
Vacancies
A vacancy or vacancies on the Board shall be deemed to exist on the occurrence of the following: (i) the death, resignation, or removal of any Director; (ii) whenever the number of authorized Directors is increased; or (iii) the failure of the Board, at any meeting at which any Director or Directors are to be elected, to elect the full authorized number of Directors.
Vacancies among elected members of the Board or among its officers shall be filled by action of the Board members. Appointed positions may remain vacant at the discretion of the Board.
Duties of the Board of Directors and Officers
Subject to the provisions of the Articles of Incorporation of the Initiative (the “Articles of Incorporation”), California Nonprofit Initiative Law and any other applicable laws, the business and affairs of the Initiative shall be managed, and all corporate powers shall be exercised, by or under the direction of the board of Directors (the “Board”). The Board may delegate the management of the activities of the Initiative to any person or persons, management company or committee however composed, provided that the activities and affairs of the Initiative shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.
Specific Duties of the Board of Directors shall include:
- Serve as the custodian of Initiative funds and be responsible for keeping these funds in a suitable depository, for keeping the Initiative’s financial statement up to date at all times and for making it available to the Initiative upon request, and for maintaining and keeping a current list of the membership in good standing, which list shall be available at any Initiative meeting when called for. The officers shall prepare a financial report for distribution to the Board and Executive Council at least once a year. The officers shall be responsible for the disbursement of funds of the Initiative as authorized by the Board.
- Employ such staff as is necessary for the effective functioning of the Initiative. The staff will operate under the direction of the Board.
- Members of the Board shall perform such other functions as the Board may determine. The Initiative or the Board may establish such committees as circumstances require.
Regular Meetings
Each year, the Board shall hold at least one meeting, at a time and place fixed by the Board, for the purposes of election of Directors, appointment of Officers, review and approval of the corporate budget and transaction of other business. This meeting is sometimes referred to in these Bylaws as the “annual meeting.” Other regular meetings of the Board may be held at such time and place as the Board may fix from time to time by resolution.
Special Meetings
Special meetings of the Board for any purpose may be called at any time by the Chair, the Vice Chair (if any), the Secretary, or any two Directors.
Notice of Meetings
Except when the time and place of a regular meeting is set by the Board by resolution in advance, notice of the time and place of all regular and special meetings shall be given to each Director by telephone or by e-mail or other means of electronic transmission if the recipient has consented to accept notices in this manner. All such notices shall be given or sent to the Director’s phone number or e-mail address as shown on the records of the Initiative.
Notice of meetings may be given in the form of a calendar or schedule that sets forth the date, time, and place of more than one regular meeting.
Notice of meetings may be waived if (i) a quorum is present, and (ii) either before or after the meeting, each of the Directors who is not present at the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Time Requirements
Notices shall be delivered at least 48 hours before the time set for the meeting.
Notice Contents
The notice shall state the time and place for the meeting. The notice need not specify the purpose of the meeting unless required to elsewhere in these Bylaws.
Place of Board Meetings
Regular and special meetings of the Board may be held at any place that has been designated in the notice of the meeting or by resolution of the Board. If the place of a regular or special meeting is not designated in the notice or fixed by a resolution of the Board, it shall be held at the principal office of the Initiative.
Any meeting may be held by conference telephone or other communications equipment permitted by California Nonprofit Initiative Law, as long as all Directors participating in the meeting can communicate with one another concurrently and all other requirements of California Nonprofit Initiative Law are satisfied. All such Directors shall be deemed to be present in person at such meeting.
Every act taken or decision made by a vote of the majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board, unless a greater number is expressly required by California Nonprofit Initiative Law, the Articles of Incorporation or these Bylaws. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors from the meeting, if any action taken is approved by at least a majority of the required quorum for that meeting.
Conduct of Meetings
Meetings of the Board shall be presided over by the Chair or, in the absence of a Chair, by the Vice Chair (if any) or, in the absence of each of these persons, by a Chair of the meeting, chosen by a majority of the Directors present at the meeting.
The Secretary shall act as secretary of all meetings of the Board, provided that, if the Secretary is absent, the presiding officer shall appoint another person to act as secretary of the meeting. Meetings shall be governed by rules of procedure as may be determined by the Board from time to time.
Action without Meeting
Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board consent in writing to the action and the number of Directors then in office constitutes a quorum. For the purposes of this Section only, “all members of the Board” shall not include any “interested Director” as defined in section 5233 of the California Nonprofit Initiative Law or any “common director” as described in section 5234 of the California Nonprofit Initiative Law if such director abstains in writing from providing consent and the further requirements of section 5211(b) of the California Nonprofit Initiative Law are satisfied. Such written consent shall have the same force and effect as a unanimous vote of the Board taken at a meeting. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
Written consent may be transmitted by e-mail or any other reasonable method satisfactory to the Chair.
Fees and Compensation of Directors
The Initiative shall not pay any compensation to Directors for services rendered to the Initiative as Directors, except that Directors may be reimbursed for expenses incurred in the performance of their duties to the Initiative, in reasonable amounts as approved by the Board.
Non-Liability of Directors
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Initiative.
Construction and Definitions
Unless the context requires otherwise, the general provisions, rules of construction, and definitions of California Nonprofit Initiative Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both legal entities and natural persons. All references to statutes, regulations, and laws shall include any future statutes, regulations, and laws that replace those referenced.