- 1 Examples
- 2 Sections
- 2.1 Overview
- 2.2 Membership
- 2.3 Meetings
- 2.4 Votes of the Membership
- 2.5 Directors
- 2.6 Elected Officers
- 2.7 Committees
- 2.8 Books, Records, and Reports
- 2.9 Fiscal Year
- 2.10 Corporate Seal
- 2.11 Indemnification
- 2.12 Amendments
- 2.13 Other Legal / Insurance / Indemnification / Conflict of Interest
- 2.14 Certification
- The name of the corporation is Sad Bee, Inc..
- Said corporation is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
- The corporation's mission is to promote technology through education and collaboration.
- Sad Bee, Inc. shall have two (2) classes of members: Full Members and Contributing Members.
- In order to be a Full Member or Contributing Member, a person must be nominated by an existing Full Member, support the purpose and specific goals of the organization and must pay the monthly membership fee as determined by the board of directors.
- Any eligible person may be elected as a Full Member or Contributing Member at any regular meeting upon payment of their first periodic dues, visual approval of all members present, and completion of the membership application form.
- Members must be at least 18 years of age.
Rights and Responsibilities
- All Members shall have the right to:
- one vote each on:
- the election of directors and officers,
- any merger and its principal terms,
- any election to dissolve the corporation,
- the acceptance or termination of memberships,
- any issue put before the membership,
- voice their opinion and vote their preference or abstain from voting in the affairs of the corporation,
- In addition, all members shall have all rights afforded members under the law, and any other rights granted by resolution of the board of directors.
- one vote each on:
- All Members shall be responsible for:
- timely payment of monthly dues as determined by the board of directors,
- providing their current address, contact information, and preference for electronic receipt of communications,
- thoughtfully contributing to Sad Bee, Inc.'s direction and policies,
- continuing to support the purposes of the corporation,
- obeying any rules set forth by the board such as a noise curfew.
- At the time a member’s eligibility expires, he must forfeit his or her method of entry in addition to any other property owned by Sad Bee, Inc. to a member of the board of directors or an agent designated by the board of directors for this purpose.
- In addition to the above rights and responsibilities, all Full Members shall have the right to:
- a key or other method of entry to the physical workspace,
- twenty-four hour access to the physical workspace,
- reasonable inspection rights of corporate records,
- store a reasonable amount of equipment at the space,
- nominate a qualified person to be a Member.
Termination of Membership
- A person ceases to be a member of the corporation
- by delivering his or her resignation in writing to the Board of Directors,
- on his or her death,
- on being expelled, or
- on having been a member not in good standing for 3 consecutive months, except by special arrangement at the discretion of the Board of Directors.
- Any member may resign by filing a written resignation with the Board of Directors or by mailing or delivering it to the address of the corporation.
- Resignation shall not relieve a member of unpaid dues or other monies owed.
- Membership may also be terminated for any reason by resolution passsed by more than three quarters (3/4ths) of the voting members.
- Notice of termination shall be given by any method reasonably calculated to provide actual notice to the member.
- The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.
- The member shall be given an opportunity to be heard, either orally or in writing, before the effective date of the proposed termination.
- The hearing shall be held, or the written statement considered, by the members.
- The members shall then vote on whether the membership is to be terminated.
- The corporation reserves the right to limit membership based on the capacity of the space.
- Upon resignation or termination, members will be removed from the access list for the door, and unsubscribed from the member email list. They may remain on the discussion list if they so choose.
Suspension of Membership
- Membership may be suspended for non-payment of dues by the Board of Directors.
- Any suspended member may restore their membership 90 days after suspension upon payment of dues owed and payable through one month beyond the end of the suspension period.
- In order for the suspension to be lifted, the suspended member must go through the same vetting process as occurs on acceptance of a new member.
- A majority of the board can vote to suspend the membership of a member, at which time their access to the space will also be suspended.
- The amount of the first monthly membership dues must be determined by the Board of Directors and after that the monthly membership dues must be determined at the annual general meeting of the corporation.
- The Board of Directors shall determine the dues for Full Members and for Contributing Members such that the corporation shall be financially sustained.
- Dues for Contributing Members shall be determined such that they are less than the dues for Full Members and are affordable to students and others who cannot afford the Full Member dues.
- All members are in good standing except a member who has failed to pay his or her current monthly membership fee, or any other subscription or debt due and owing by the member to the corporation, and the member is not in good standing so long as the debt remains unpaid.
- Member dues may be waived for a three month period due to financial hardship or relocation by written petition signed by more than three quarters (3/4ths) of the Board of Directors. Payment of dues may be waived for any other reason only by voting members at a duly called meeting.
- Regular meetings of the membership shall be held on a weekly basis to keep the members involved and informed in ongoing decisions involving the corporation.
- The meeting shall be held at the registered address or at a location determined by the Board of Directors.
- A different meeting place may be designated by written petition signed by more than three quarters (3/4ths) of voting members.
- Regular meetings of voting members shall be held every Tuesday at 19:30 EST.
- Regular meetings shall not take place on the day before, upon, or after a federal holiday unless specifically approved at the prior regular meeting or annual meeting.
- An annual meeting of members shall be held in the month of July, beginning in 2009. The Board of Directors shall fix the date, time, and location.
- The Board of Directors shall notify members as provided in the section of these bylaws entitled Notice of Meetings.
- The date and time can be changed by the procedures for a Vote of the Membership, as defined in these bylaws.
- Annual Meetings of the Membership exist in order to:
- comply with legal requirements,
- elect the Board of Directors
- elect all officers,
- review and vote on the standing rules and policies of the corporation,
- receive reports on the budget and activities of the corporation,
- approve the budget and determine the direction of corporation in the coming year.
- update the bylaws, and
- any other issues that members have placed before the membership to be discussed at the annual meeting, pursuant to the proposal and voting rules stated in these bylaws for Votes of the Membership.
- The date, time and place of the annual meeting must be announced so as to give reasonable notice to members as described in the section of these bylaws entitled Notice of Meetings.
- Decisions will be by made by general consensus confirmed by vote, except for changes to bylaws which must be passed with two-thirds majority.
- Quorum for the annual meeting shall be two-thirds.
- In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
- The Board of Directors or five percent or more of the members may call a special meeting of the members for any lawful purpose at any time.
- Notice must be provided of such meeting as provided in the section of these bylaws entitled Notice of Meetings.
Notice of Meetings
- Notice of annual meetings of members, shall be written and shall be given at least 10 but no more than 60 days before the meeting date.
- Notice of regular meetings may be given personally, by email or any other means reasonably calculated to provide actual notice to all members. If email is used, notice shall be sent to the member at his or her email address shown in the corporation’s membership records.
- Special meetings require 72 hours notice considered delivered only when all voting members are personally notified and given an opportunity to sign a special meeting petition.
- For all meetings, the notice shall state the nature of the business to be transacted by the members.
- For a meeting where directors are elected, the notice shall state the names of all persons who are nominees for directors.
- For a meeting where new members are to be approved, the notice shall state the names of persons whose membership will be voted on.
- The time and place of upcoming meetings shall be conspicuously posted at the registered office and electronically sent to all voting members.
- Announcements regarding changes to meeting date, time, or venue shall be made to the entire membership with a minimum of 48 hours notice.
Procedure of Meetings
- Meeting procedure shall follow the MIBS Simplified Rules of Coordinated Consensus Through Chaos, available at MIBS Rules.
- Members may participate in a meeting through use of conference telephone, electronic video screen communication, electronic chat, or other communications equipment so long as all of the following apply:
- each member participating in the meeting can communicate with all of the other members concurrently;
- each member is provided with the means of participating in all matters under consideration, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation; and
- the Corporation verifies that (i) a person communicating by telephone, electronic video screen, or other communications equipment is a member with voting privileges, and (ii) all motions, votes, or other actions required to be made by a member were actually made by a member and not by someone who is not entitled to participate as a member.
- Votes by the Directors may not be made by proxy. Directors must attend the meeting of the Board of Directors, either in person or remotely through teleconference methods arranged with the Board before the meeting, in order to vote on matters placed before the Board of Directors.
Votes of the Membership
When a quorum is present, all issues, except when otherwise specified in these bylaws, shall be decided by affirmative vote of more than 50% (one half) of the voting members present.
- Quorum for a vote of the membership shall require attendance of at least half (50%) of the existing membership on the day of the vote.
- For the purposes of calculating the quorum, properly submitted proxy statements by members shall count as attendance.
- The Board of Directors shall serve without pay and consist of three (3) members.
- All directors must be Full Members of the corporation.
- Each director shall serve from the time of their election until their successor is elected and qualifies.
- A director must not be remunerated for being or acting as a director but
- a director must be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the corporation, and
- the corporation may provide insurance and indemnity as permitted by law.
- The duties of the Board shall include:
- upholding and advancing the principles of the corporation,
- being responsible for the legal, contractual, and financial affairs of the corporation,
- fulfilling all roles required by Ohio law.
- Any policy affecting the organization at-large will, unless stated otherwise, be decided upon by the voting membership.
- The Board of Directors is responsible for making sure the officers of Sad Bee, Inc. are performing their duties as defined by these by laws, and providing any assistance that the officers may need in performing those duties.
- The Board of Directors does not have authority to alter the scope of an officers’ duties or remove an officer from his position; any such decision must be made by a vote of the membership.
- Elections for directors shall take place at the annual meeting.
- All directors shall be elected at the same time, by the process determined in these bylaws for Votes of the Membership, except that every full member will have two votes with which to apply to the nominees.
- The three nominees with the most votes shall be the directors until the next election.
- If only three people are timely nominated to run for director positions and accept their nominations, they shall run unopposed.
- If only one or two people are timely nominated to run for director, then they shall run unopposed. An election for the second and third seats shall occur at the meeting. Nominations for candidates to fill the unfilled seats shall be accepted at the meeting, and an election shall follow. That election shall follow all rules for a Vote of the Membership as defined in these bylaws.
- If nobody is timely nominated to run for director, an election for all three seats shall occur at the meeting. Nominations for candidates to fill all three seats shall be accepted at the meeting, and an election shall follow. That election shall follow all rules for a Vote of the Membership as defined in the bylaws, except that each Full Member shall get two votes, and the three candidates with the most votes shall become at-large directors.
- If nobody accepts nomination to run for director positions, the existing directors may choose to retain their positions or choose to appoint another member to their seat.
- If only one or two people run for director but nobody accepts nomination to run for the other seat(s), one of the then-existing directors may choose to retain his seat or appoint another person to it. The director(s) may choose who retains this power by agreement or, if two want to retain it or appoint a successor, may settle the dispute by calling the result of a coin flip. The coin shall be official United States legal tender, and shall be flipped at the annual meeting by one of the directors.
- Each member present shall be given an opportunity to be a candidate for each director position on the board.
- To be nominated to serve as an at-large director, a member must fulfill the same eligibility requirements as an officer as stated elsewhere in these bylaws.
- Nomination of at-large director candidates shall be done by the same process as officer elections as detailed elsewhere in these bylaws.
Resignations and Terminations
- Any Director may resign at any time by written notice delivered to the other Directors of the corporation.
- A resignation is effective when the notice is delivered unless the notice specifies a future date.
- Any Director may be terminated in their role by written petition signed by more than three quarters (3/4ths) of the voting membership.
- The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date.
- Nominations for people to run to replace the Director who has resigned shall open when the at-large director tenders his resignation, and remain open for one week.
- Members shall elect the replacement Director among the candidates who have been nominated and accepted their nomination, using the Votes of the Membership procedures in these bylaws.
- The replacement Director's term shall last until new Directors are elected at the next Annual Meeting.
The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, a Chief Technical Officer, a Chief Operations Officer and such other officers, as the Board may from time to time deem advisable. Any officer may be, but is not required to be, a director of the Corporation.
- The President serves as a representative of the Corporation to the public and in all functions where a President may be called for by law or any other outside requirements, and is responsible for public-facing communication.
- The President is responsible for making sure that the corporation files its annual report and any other papers required to maintain legal nonprofit status by the law of Ohio or Federal law.
- The President shall organize and preside over all meetings of the membership and of the board of directors.
- The President is responsible for enforcing the rules of meeting procedure as detailed in these documents.
- The Secretary shall supervise the keeping of a full and complete record of the proceedings of the Board of Directors and its committees.
- The Secretary shall supervise the giving of such notices as may be proper or necessary.
- The Secretary shall supervise the keeping of the minute books of this corporation.
- The Secretary shall be responsible for recording all minutes of all official meetings of the membership and the board of directors in the corporation's permanent records.
- The Secretary shall be responsible for collecting a list of the issues on the agenda for each membership meeting, and circulating that list to the members for them to vote on at the upcoming meeting as provided in the section of these bylaws entitled Notice of Meetings.
- The Treasurer is responsible for monitoring all financial assets of the Corporation. This includes but is not restricted to:
- keeping record of the organization’s budget,
- the collection of membership dues from members,
- the payment of rent and utilities for any space leased by the Corporation,
- filing taxes,
- the disbursement and reimbursement of funds authorized to be spent under the procedures detailed in these bylaws,
- and preparing financial reports to the board.
Chief Technical Officer
- The Chief Technical Officer is responsible for ensuring the maintenance and consistency of the technological infrastructure as needed by the organization. This includes, but is not limited to, the website and internal network of the physical space.
Chief Operations Officer
- The Chief Operations Officer is responsible for managing the safety, security and tidyness of the physical space.
- The Chief Operations Officer is responsible for planning and logistics of official events such as classes, workshops and parties.
- In their areas of responsibility, Officers are expected to build consensus and work toward the goals of the corporation and its Members.
- Officers may enlist the help of other members and non-members in meeting their responsibilities.
- In order to be eligible to be nominated, a person must be Full Member as defined earlier in these bylaws for six consecutive months. For the initial election of officers, or in any replacement election during the six months after the initial election of officers, a person must be a founding member in order to run for office.
- Any Full Member has the right to nominate an eligible person for office.
- A Full Member has the right to nominate himself.
- Only the nominated candidate can un-nominate himself.
- All nominations for officer positions are due one week before the annual meeting.
- If only one person is timely nominated to run for an office and accepts such nomination, he shall run unopposed.
- If no person is timely nominated to run for an office and accepts such nomination, nominations for that position may be made at the annual meeting, in person, before the vote. If nobody is nominated in this way, the person holding the office may choose to continue in his position, or choose to appoint his successor.
- Elections for officers shall take place at the annual meeting.
- All officers shall be elected at the same time, by the process determined in these bylaws for Votes of the Membership.
- Each member present shall be given an opportunity to be a candidate for each officer position.
- If there is more than one candidate for an officer position, the candidate which obtains the highest number votes from voting members present shall be elected.
- If there are no candidates for an officer position, the outgoing officeholder may, if eligible, elect to serve another term or select any willing member to serve in that position.
Resignations and Terminations
- Any officer may resign at any time by written notice delivered to the Board of Directors of the corporation.
- A resignation is effective when the notice is delivered unless the notice specifies a future date.
- Any officer may be terminated in their role by resolution passed by majority vote of the Members.
- Nominations for people to run to replace the officer who has resigned shall open when the officer tenders his resignation, and remain open for one week.
- Members shall elect the replacement officer among the candidates who have been nominated and accepted their nomination, using the Votes of the Membership procedures in these bylaws.
- The replacement officer's term shall last until new officers are elected at the next Annual Meeting.
- An officer’s term shall expire at the Annual Meeting following his election.
- The Board of Directors may, by resolution, designate an Executive Committee and one or more other committees.
- Such committees shall have such functions and may exercise such power of the Board of Directors as can lawfully be delegated, and to the extent provided in the resolution or resolutions creating such committee or committees.
- Meetings of committees may be held without notice at such time and place as shall from time to time be determined by the committees.
- The committees of the corporation shall keep regular minutes of their proceedings, and report these minutes to the Board of Directors when required.
Books, Records, and Reports
The Corporation shall send an annual report to the Members of the Corporation not later than 6 months after the close of each fiscal year of the Corporation. Such report shall include a balance sheet as of the close of the fiscal year of the Corporation and a revenue and disbursement statement for the year ending on such closing date. Such financial statements shall be prepared from and in accordance with the books of the Corporation, and in conformity with generally accepted principles applied on a consistent basis.
The corporation shall keep current and correct records of the accounts, minutes of the meetings and proceedings and membership records of the corporation. Such records shall be kept at the registered office or the principal place of business of the corporation. Any such records shall be in written form or in a form capable of being converted into written form.
Inspection of Corporate Records
Any person who is a Member of the Corporation shall have the right at any reasonable time, and on written demand stating the purpose thereof, to examine and make copies from the relevant books and records of accounts, minutes, and records of the Corporation. Upon the written request of any Member, the Corporation shall mail such Member a copy of the most recent balance sheet and revenue disbursement statement.
The fiscal year of the corporation shall be the period selected by the Board of Directors as the tax year of the corporation for federal income tax purposes.
The Board of Directors may adopt, use and modify a corporate seal. Failure to affix the seal to corporate documents shall not affect the validity of such documents.
Any officer, director or employee of the corporation shall be indemnified to the full extent allowed by the laws of the State of Ohio.
- These bylaws shall be amended by a majority vote of the membership at any Annual or Special member meeting provided a quorum is present and provided a copy of the proposed amendment(s) are provided to each member with the agenda for the meeting, using the procedures stated in the Votes of the Membership section of these bylaws.
- Proposed amendments to these Bylaws shall be submitted in writing to the Board of Directors at least one week in advance of the meeting at which they will be considered for adoption.
Other Legal / Insurance / Indemnification / Conflict of Interest
- Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.
This shall certify that the attached is a true and correct copy of the bylaws of this corporation, and that such bylaws were duly adopted by the Incorporator and approved by the Board of Directors of this corporation.
Note: This recital of the means of adoption may vary depending on the circumstances