Bylaws in Plain Language
What Are Bylaws?
Bylaws are the rules that say how a nonprofit operates — who runs it, who can vote, how decisions are made, and what happens if it ever shuts down.
This page is a plain-language summary. It’s meant to be helpful and accurate, but it is not the legal document. If the two ever conflict, the full bylaws control.
Read the full legal text: complete bylaws (PDF)
The current bylaws were adopted by the board on March 1, 2026.
Who We Are, Legally
- Legal name: Study GRC, Inc.
- Type: Texas nonprofit corporation
- Tax status: 501(c)(3) nonprofit
- Registered office: Maintained in Texas, as required by the Texas Business Organizations Code (TBOC)
Our Purpose
Study GRC exists exclusively for charitable and educational purposes under Section 501(c)(3) of the Internal Revenue Code. We are dedicated to three things:
- Building community — fostering a community-driven ecosystem that advances GRC knowledge
- Removing financial barriers — providing zero-cost or low-cost, open-source resources
- Empowering people — making accessible GRC resources available to learners and practitioners
No portion of our earnings goes to private individuals. We may pay reasonable compensation for services rendered, but no one profits personally from the organization.
Membership
Study GRC has three classes of membership.
1. Community Participants (no voting rights)
Anyone who joins our online community or attends events. This is the largest group. Community Participants have all the benefits of the community but do not vote on organizational matters.
If you’re on our Discord, watch our streams, or attend events — this is you.
2. Supporting Members (voting)
People who’ve shown commitment through financial contribution or volunteer service, as defined in our separate Membership Policy Manual. Supporting Members can vote on board elections and other organizational matters.
3. Honorary Members (voting)
People recognized by the board for lifetime achievement. They hold voting rights either for life or for a term set by the board.
Voting Rights
- Each Supporting Member and Honorary Member (“Voting Members”) gets one vote per matter
- In board elections, you can vote for as many candidates as there are open seats. Cumulative voting is not allowed.
- No proxy voting. Per TBOC § 22.160(b), every Voting Member must cast their vote personally — either in person or through our secure electronic voting system.
Quorum for Member Votes
Unless the law says otherwise, a quorum is more than 50% of all Voting Members. Once a quorum is present (in person or electronically), a majority of those participating decides the vote.
Annual Meeting & Elections
We hold an Annual Meeting of Voting Members each January.
Notice. We notify each Voting Member at least 10 days, and no more than 60 days, before the meeting. For special meetings, we also state the specific purpose. Notice through community platforms counts.
Nominations. The window to nominate board candidates opens at least 14 days before the Annual Meeting.
Candidate transparency. Every nominee must submit a Nomination Statement covering their background, their position statement, and any potential conflicts of interest.
Presentations. At the Annual Meeting, each nominee gets 5 minutes to present their qualifications and vision, followed by a fair Q&A period. Participating in the presentation is encouraged but not required to be eligible for election.
Electronic voting window. Formal voting opens right after the Annual Meeting ends and stays open for 7 days via our electronic voting system.
Inspecting the Voting List
In line with TBOC § 22.158, we prepare an alphabetical list of Voting Members entitled to notice (name, email on file, and number of votes). Voting Members in good standing can inspect or copy it under supervision, but only for meeting-related purposes — not for marketing, solicitation, or commercial use. If you do request access, all members are notified. Misuse can lead to membership termination or legal action.
The Board of Directors
The board manages the organization’s affairs.
Size and Terms
- 3 to 10 directors
- Two-year staggered terms — so the entire board doesn’t turn over at once
- Directors are elected by the Voting Members through the annual election process
Qualifications
Directors must be Voting Members in good standing and must follow our Professional Ethics and Community Guidelines.
Meetings
The board meets at least monthly, typically virtually.
Quorum for Board Votes
A majority of directors currently in office.
Removing a Director
A director can be removed for cause (such as violating the bylaws, missing meetings, or ethical violations) in two ways:
- By the board — majority vote of the remaining directors
- By the membership — two-thirds vote of all Voting Members
Resignation
A director can resign at any time by giving written notice to the board.
Filling Vacancies
Vacancies are filled by an election similar to the standard process. The new director serves out the rest of their predecessor’s term.
- Short-term exception: If less than 3 months remain on the term, the seat can stay vacant until the next election.
- Minimum override: If a vacancy drops the board below 3 active directors, it must be filled immediately, regardless of how much time is left.
Action Without a Meeting
The board can act between meetings if all directors entitled to vote consent in writing (email or other electronic means counts).
The “Doomsday Clause”
If the organization ever ends up with zero directors (through resignation, removal, or death), any Voting Member can call a Special Emergency Meeting — with 10 days’ notice — for the sole purpose of electing a new interim board.
Initial Board (Transitional)
To provide stability in our early years, the initial board serves a fixed term ending after the January 2028 election and transition. After that, the staggered two-year cycle begins. This transitional rule does not override the board’s or the membership’s right to remove a director for cause.
Board Officers
The board has three required officer roles:
- President — Leads the board
- Secretary — Records and meeting notices
- Treasurer — Financial oversight
Per TBOC § 22.231, the President and Secretary cannot be the same person. The board may appoint additional officers (such as a Vice President) as needed. Board officers are elected annually by the board at the first meeting after the election.
Operational Leadership
Operational Officers run day-to-day work. This is separate from the Board Officer roles above.
- Executive Director (CEO) — Primary leader of operations. All other Operational Officers report to the Executive Director.
- VP of Education & Training — Curriculum and learning resources
- Director of Kindness & Generosity (DKG) — Community outreach and culture
- Chief Information Security Officer (CISO) — Technology, data privacy, IT and security
- Chief Financial Officer (CFO) — Day-to-day bookkeeping (reports to the Treasurer for board-level financial oversight)
Compensation. Operational Officers may serve as volunteers or receive reasonable compensation, subject to our Conflict of Interest Policy and board approval. At this time, all serve as volunteers.
Dual service. A board director may also serve as an Operational Officer.
Terms. Operational Officers are appointed by the board to renewable two-year terms, with no limit on consecutive terms.
Removal by members. Voting Members can petition to remove an Operational Officer. Removal requires a two-thirds vote of all Voting Members (not just those present at a meeting).
Committees & Advisory Board
Committees
The board can create committees for specific work — for example, a Finance Committee or Governance Committee.
- Board Committees with real management authority must have at least 2 members and be led by an active board director.
- Advisory Committees offer advice and support only. They cannot make legal or financial commitments on behalf of the organization.
- Each committee operates under a written Charge or Charter approved by the board.
Advisory Board
A separate group of volunteer advisors appointed by the board.
- People currently serving as voting directors cannot also serve on the Advisory Board
- The Advisory Board gives non-binding strategic advice — they do not vote on governance matters
- All formal communication with the Advisory Board must go through a board director
- Operational Officers cannot communicate formally with the Advisory Board without prior board approval and facilitation; if they do communicate, they must brief the board at the next meeting
Conflicts of Interest
Trust depends on transparency.
- Duty to disclose. Every director, officer, and volunteer has an ongoing duty to disclose any potential conflict of interest — anything that could (or could appear to) interfere with their loyalty to the organization.
- Annual disclosure. Every director and officer signs an annual statement disclosing any conflicts (or confirming none exist).
- Stepping aside. Anyone with a conflict must step aside from the related decision or vote.
Confidentiality
Anyone with access to sensitive data must sign a Non-Disclosure Agreement (NDA).
Intellectual Property & Open Source
To keep our community’s resources protected and available:
- The organization owns all content, code, and materials created by leaders, volunteers, or contractors during their service (“Work Product”).
- This is treated as work made for hire under the law. By serving the organization, contributors assign all rights in their work to Study GRC.
- Open Source Commitment. We hold these rights solely to protect the mission. We promise to keep our resources open and free, and we will never grant exclusive rights to any person or company that would prevent the public from freely using our materials.
Records & Finances
- Records. We keep accurate books, accounts, and meeting minutes.
- Annual financial report. Each year, per TBOC § 22.352, the board prepares a report covering support, revenue, expenses, and changes in fund balances.
- Public transparency. Annual financial reports and IRS Form 990 filings are posted on our Transparency page , or available on request.
- Fiscal year. Calendar year (January 1 – December 31), unless the board changes it.
Indemnification
To the fullest extent allowed by law, Study GRC covers (“indemnifies”) directors, officers, and volunteers for claims, liabilities, and expenses incurred while doing their job — provided they acted in good faith. This does not extend to willful misconduct or gross negligence.
Volunteers are also protected under the Texas Charitable Immunity and Liability Act of 1987 and the federal Volunteer Protection Act of 1997.
Big Decisions (“Fundamental Actions”)
Certain decisions are so significant they need a higher level of approval. These “Fundamental Actions” include:
- Amending the Certificate of Formation (our charter filed with the state)
- Voluntarily dissolving the organization
- Selling all (or substantially all) of our assets
- Merging with another entity
Each requires a two-thirds vote of all Voting Members — not just those present at the meeting.
Dissolution
If Study GRC ever dissolves, all remaining assets must go to one or more 501(c)(3) exempt purposes — or to a federal, state, or local government for a public purpose. Never to private individuals.
Changing the Bylaws
The bylaws can be amended in two ways, depending on what’s being changed:
- Most amendments: Two-thirds vote of the directors
- Protected sections: Two-thirds vote of the Voting Members is required for any amendment that affects member voting rights, the director removal process, or the organization’s purpose
Questions?
Email contact@studygrc.org .