Bylaws of Betrayal Project

Article I: Name and Purpose 

Section 1.1: Name 

The name of the organization shall be Betrayal Project (hereafter referred to as “the  Organization”). EIN Number: 33-4703302. The Organization is established as an  unincorporated nonprofit association as codified in chapter 252 of the Texas Business  Organizations Code (BOC). 

Section 1.2: Purpose 

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

The Organization’s mission is: 

• To document, investigate, raise awareness about and expose crimes against  humanity resulting from COVID policies, protocols and mandates as well as other  forms of institutional betrayal. 
• To support eyewitnesses to COVID-related crimes against humanity and empower  them to share their stories. 
• To pursue accountability and reform through action and public awareness, working  to end draconian policies and protocols and to prevent the weaponization of  medical mandates against citizens. 
• To honor and recognize the dignity, suffering, and resilience of families and enshrine  the memories of individuals who were harmed by institutional betrayal and COVID related crimes against humanity. 

Article II: Offices and Governing Law 

The principal office of the Organization shall be located at such a place as the Board of  Directors may determine within the State of Texas. The Organization may also maintain  additional offices as needed, either within or outside the State of Texas, as the Board may  determine. 

The Organization shall operate in accordance with the Texas Business Organizations Code  and all other applicable state and federal laws governing nonprofit organizations. In the  event of a conflict between these bylaws and any applicable legal requirement, the law  shall prevail.

Article III: Membership 

The Organization shall have no voting members. The governance of the Organization shall  be vested by the Board of Directors. 

However, the Board shall establish and maintain a Survivors’& Victims Council,  comprised primarily of victims and/or their families as appointed at the boards’ discretion,  to advise the Board and represent the lived experience that grounds all organizational work.  

Article IV: Officers & Board of Directors/Trustees 

Section 4.1: Overview 

The Board of Directors (hereafter “the Board”) shall manage the affairs, property, and funds  of the Organization. The Board shall set policies, approve the budget, approve key  initiatives and ensure mission alignment in all approved actions, statement, outreach and  related activities.  

The officers of the Organization shall be a President (or Executive Director), Vice President  (Chairperson of the Board), a Secretary, and a Treasurer. Additional officers may be defined  and appointed by the Board as needed.  

Section 4.2: Roles and Responsibilities 

• President / Executive Director: 

Oversees daily operations of the organization, leads strategic implementation,  manages organizational development, supervises staff (if applicable) and  volunteers (if applicable), and serves as the primary spokesperson and liaison to the  public, media, stakeholders, and community partners. Ensure board decisions are  implemented effectively.  

• Vice President / Chair of the Board: 

Presides over board meetings and ensures effective governance practices. Sets and  enforces with input from the Officers or Board Trustees, the agenda and structure of  the Board meetings. Responsible for execution of the mission and values of the  organization. Ensures by process or direction that the minutes and announcements  derived from Board meetings are published appropriately. Responsible for  effectiveness and engagement of the Board of Trustees. Partners with the President  to set meeting agendas, support strategic goals and organizational integrity.  Assumes the President’s duties in their absence or as otherwise delegated. May  lead or coordinate key committees or initiatives and is responsible for maintaining  strong board engagement.

• Secretary: 

Maintains accurate and timely records of all board meetings including meeting  minutes and attendance. Ensures compliance with document retention policies,  maintains organizational bylaws and amendments, and distributes meeting  agendas and minutes to board members. 

• Treasurer: 

Oversees the financial affairs of the organization, including the maintenance of  financial records, legal documents, preparation of budgets, regular financial  reporting to the board, and ensuring compliance with IRS and state financial  reporting requirements. Works with staff or external professionals to manage audits,  tax filings, and fiscal planning. 

• Board Trustees: 

Participate in governance and oversight of the organization by attending board  meetings, voting on key matters, serving on committees as needed and voted on by  the board, supporting fundraising and outreach efforts, and upholding the mission  and ethical standards of the organization. Board members are expected to stay  informed about organizational activities and act in the best interest of the nonprofit. 

Section 4.3: Number and Composition 

The Board shall consist of no fewer than 5 and no more than 15 members. Two-thirds (2/3)  of which must be a combination of survivors, victims and/or immediate family members of  victims of crimes against humanity. Board member status shall be documented.  

Section 4.4: Terms of Service 

Board members shall serve without a fixed term limit and may remain on the board so long  as they are willing and able to fulfill their duties and are approved by the board.  Reappointment or reaffirmation may occur as needed, at the discretion of the board, to  confirm continued service. 

Section 4.5: Vacancies 

In the event of a Board vacancy due to resignation, removal, incapacity, or other cause, the  remaining board members may elect a qualified individual to fill the vacancy. No  replacement or addition shall occur or be valid if causing violation outlined in Section 4.3.  A board member appointed to fill a vacancy will be bound by these by-laws in the same  manner as the original voting members. All appointments shall be subject to two-thirds  (2/3) majority board approval. A quorum in this situation shall be valid even if not meeting  the requirements of section 4.8. 

Section 4.6: Meetings 

The Board shall hold no fewer than eight (8) official board meetings each calendar year.  These meetings may be conducted in person or via secure electronic means that allow all  participants to hear and be heard in real time. 

In addition to regular meetings, the Board may convene special, or emergency meetings as  needed in response to urgent national or organizational developments that require timely  decisions or strategic countermeasures. 

Regular and special meetings of the Board shall be closed to the public and may only be  attended by current board members, unless otherwise approved by a majority vote of the  Board. This structure ensures candid discussion, strategic decision-making, and the  protection of sensitive information. 

The Board shall hold no fewer than four (4) public meetings per calendar year conducted  via a secure virtual platform. Public meetings may include general updates, presentations,  or community input, but voting on internal matters remains the responsibility of the board  and will occur only during closed sessions. 

Attendance at official board meetings is a fundamental responsibility of each board  member. All members are required to attend at least two-thirds (2/3) of the official board  meetings annually. Missing more than two (2) such meetings per year without good cause,  or three consecutive meetings regardless of cause, may be grounds for review and  potential removal by the Board as laid out in Section 4.10. 

Participation in committee meetings, workgroups, or strategic planning sessions—while  encouraged—does not count toward fulfillment of this attendance requirement. 

Section 4.7: Confidentiality 

All board members are required to maintain confidentiality of discussions, materials, and  information shared during closed board meetings, special sessions, and any other confidential  communications. This includes, but is not limited to: 

• Board member personnel matters 
• Legal or financial issues not publicly disclosed 
• Sensitive survivor or participant information 
• Internal deliberations, strategies, and disputes 

Board members shall not disclose confidential information to any non-board member without  prior authorization from the Board. Breach of confidentiality may result in disciplinary action,  including removal from the Board in accordance with the bylaws.

All board members shall sign a Non-Disclosure Agreement (NDA) upon appointment and  reaffirm their commitment to confidentiality annually. 

Section 4.8: Quorum 

A majority of the Board shall constitute a quorum. An otherwise valid quorum, being two thirds (2/3) of the total number of Trustees, shall not be valid if made up of a majority of  Trustees who do not meet the requirements laid out in Section 4.3. 

Section 4.9: Voting 

Each member of the Board of Directors, including Officers, Directors, and Trustees, shall  have one (1) vote. Voting by proxy is not permitted under any circumstances. 

Decisions shall be made by a majority vote of those present at a duly called meeting,  provided that a quorum has been established. For the purpose of voting, the majority is  defined as fifty percent (50%) plus one of the members present except where otherwise  specified. 

Section 4.10: Removal 

A Board Member may be removed by a two-thirds (2/3) vote of the Board for failure to fulfill  duties, misconduct, or actions contrary to the Organization’s mission. The vote may take  place in a special session called by the Chair or three (3) Trustees, independent of other  agenda-setting restrictions on removals or appointments and be approved by a two-thirds  vote of the Board, subject to Rule 4.3 requirements. 

A Board meeting to remove and/or replace the Chair may be set and convened by any  Officer not also serving as Chair, or three (3) Trustees, independent of other agenda-setting  restrictions on removals or appointments and be approved by a two-thirds vote of the  Board, subject to Rule 4.3 requirements. 

Article V: Committees 

Section 5.1: The Board may establish standing or ad hoc committees as needed. Core  committees may include but not limited to: 

• Accountability Committee 
• Eye-Witness Accounts and Documentation Committee 
• Materials and Promotional Committee 
• Outreach and Partnerships Committee 
• Victim Support and Engagement Committee

Each committee shall be chaired by a board member and may include non-board  volunteers. 

Section 5.2: Annual Board Review and Self-Assessment 

The Board shall conduct an annual review of its performance and the organization’s  progress toward mission fulfillment. 

Article VI: Finances 

Section 6.1: Fiscal Year 

The fiscal year of the organization shall begin on January 1 and end on December 31, in  accordance with IRS Form 1023-EZ and applicable state and federal regulations. 

Section 6.2: Budget and Financial Oversight 

An annual operating budget shall be prepared by the Treasurer with input from the  President and Vice President and submitted to the Board of Directors for approval no later  than the final meeting of the prior fiscal year. 

• Budget revisions may be proposed at any time by the President or Vice President  and must be approved by a majority vote of the Board. 
• No expenditure shall be made outside of approved budget line items without  specific authorization by the Board. 
• If required by law or at the Board’s discretion, an independent audit shall be  conducted annually. 

Section 6.3: Line Item and Contract Approvals 

• All expenditures over $250 not already approved as part of the annual budget must  be brought before the Board for specific approval. 
• Contracts involving recurring payments, compensation, or independent contractor  work must be reviewed in light of conflict-of-interest policies and approved by a  vote of the disinterested members of the Board. 
• Emergency expenditures may be authorized by a quorum of Officers but must be  ratified by the Board at the next scheduled meeting.  

Section 6.4: Banking and Disbursements 

The organization shall establish and maintain one or more bank accounts in its name, as  approved by the Board.

• All accounts shall require two authorized signers for checks, withdrawals, or  electronic disbursements in excess of $250. 
• Authorized signers shall be approved by a resolution of the Board and may include  the Treasurer, Secretary, President and one additional officer. 
• No individual may sign a check or approve a payment to themselves or to a  business in which they have a financial interest, unless approved as a conflict-of interest item by the Board.  

Section 6.5: Dissolution 

Upon dissolution of the organization, all assets shall be distributed to one or more  nonprofit organizations with a similar mission and exempt under Section 501(c)(3) of the  Internal Revenue Code, as determined by a vote of the Board. If the Board is unable to  convene, this decision may be made by a quorum of the Officers. Responsibility for  executing the distribution shall rest with the senior-most active officer. 

Section 6.6: Document & Destruction Policy 

The Organization shall adopt and maintain a Document Retention and Destruction Policy  that outlines how long records are kept and when/how they should be destroyed. This  policy shall also include what must be destroyed. 

Section 6.7: Public Records and Transparency Statement 

The Organization shall make its Form 990, exemption application, and governing  documents available for public inspection as required by law. 

ARTICLE VII – Indemnification 

Section 7.1: General 

To the fullest extent permitted by the Texas Business Organizations Code and any other  applicable law, this organization shall indemnify and hold harmless any person who serves  or has served as a trustee, director, officer, committee member, employee, or volunteer of  the Organization from and against any and all liabilities, expenses (including attorneys’  fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred  in connection with any action, suit, or proceeding, whether civil, criminal, administrative,  or investigative, to which such person may be made a party by reason of having served in  such capacity. 

Section 7.2: Limitations 

No indemnification shall be provided for any person:

• Who is found liable to the organization for breach of fiduciary duty involving  intentional misconduct or gross negligence. 
• In relation to matters in which they are adjudged liable for acting outside the scope  of their official capacity. 
• For any obligation personally or privately guaranteed by a director, officer, or other  party without prior authorization from the Board. 

Section 7.3: Advance of Expenses 

The Organization may, upon approval of the board, pay or reimburse expenses incurred by  an indemnified person in advance of final disposition of the proceeding, upon receipt of a  written affirmation of the person’s good faith belief that they have met the standard of  conduct necessary for indemnification and a written undertaking to repay such amount if it  is ultimately determined that they are not entitled to indemnification. 

Section 7.4: Insurance 

The Organization may purchase and maintain insurance to protect the organization and any  person eligible for indemnification under this Article against liability asserted or incurred in  any capacity described above, or arising from their status as such, whether the  Organization would have the power to indemnify against such liability under this Article. 

Section 7.5: No Personal Liability for Organizational Debts 

Officers, Directors and Trustees shall not be personally liable for the debts, liabilities, or  other obligations of the organization. This includes, but is not limited to, shortfalls in  fundraising for necessary operating expenses, repayment of loans, fees and services.  Financial obligations shall be the sole responsibility of the organization, not of individual  board members, unless personally and voluntarily guaranteed in writing. 

Section 7.6: Whistleblower Protection Policy 

The Organization shall maintain a Whistleblower Protection Policy to allow individuals to  report violations of law, policy, or ethical standards (with any trustee or board  member) without fear of retaliation. 

Article VIII: Conflict of Interest 

Section 8.1: Duty to Disclose

Directors, officers, and trustees must disclose any actual or potential conflict of interest to  the Board as soon as it arises. A conflict of interest includes any situation in which a board  member or their family member has a financial, personal, or professional interest in a  matter under consideration by the Board. Such disclosures must be made in writing to any  Officer and recorded in the minutes of the next Board meeting.  

Section 8.2: Board Review and Approval 

The Board may evaluate the disclosed conflict. Any transaction or arrangement involving a  potential conflict of interest may be approved by a majority quorum vote of disinterested  board members. The interested individual may present relevant information but shall not  vote on the matter. 

Section 8.3: Permitted Conflicts 

The Organization does not prohibit conflicts of interest outright but requires that all such  matters be disclosed, reviewed, and approved by the Board. 

Section 8.4: Record of Proceedings 

All decisions regarding conflict-of-interest disclosures and approvals shall be documented  in the meeting minutes, including: 

• The nature of the conflict 
• The name of the interested party 
• The Board’s discussion and decision 
• The vote count, excluding the interested party 

Section 8.5: Policy Adoption and Compliance 

The Board shall adopt a written Conflict of Interest Policy consistent with this article, and  each board member shall sign a disclosure form annually affirming their understanding  and compliance with the policy. 

Article IX: Amendments 

These bylaws may be amended by a two-thirds (2/3) vote of the Board, provided that  written notice has been given at least seven (7) days prior to the meeting.