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Revision as of 16:54, 10 June 2009 by DaveMenninger (New page: == Examples == * http://hackerspaces.org/wiki/Documentation#Bylaws_and_Regulations * https://www.noisebridge.net/wiki/Bylaws * http://pumpingstationone.org/wiki//index.php?title=Bylaws * h...)
- 1 Examples
- 2 Sections
- 2.1 Overview
- 2.2 Membership
- 2.3 Meetings
- 2.4 Voting
- 2.5 Directors
- 2.6 Elected Officers
- 2.7 Committees
- 2.8 Amendments / Meta
- 2.9 Other Legal / Insurance / Indemnification / Conflict of Interest
- 2.10 Misc
- The name of the corporation is Cincitec, 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.
- In addition Cincitec, Inc.'s purposes include:
- ( insert here whatever wording we filed with the state on Form 532 )
- Acquire and maintain a collaborative workspace for communal use by all members.
- To provide work space, storage, and other resources for projects related to art and technology.
- Build and maintain spaces suitable for technical and social collaboration.
- To provide a physical space where hackers, computer geeks, engineers, circuit benders, crafters, and other creative types can gather to share ideas, knowledge, equipment, and opinions in a friendly and collaborative atmosphere.
- Foster a creative, collaborative environment for experimentation and development in technology and art.
- Interact with the local community that our space is situated in through education and cultural participation.
- Share our developments and ideas with the world at large.
- Facilitate communication with other spaces and colleagues nationally and internationally. Invite experts and other creative individuals to share their ideas and projects.
- Through talks, workshops, collaborative projects, and other activities, to encourage research, knowledge exchange, learning, and mentoring in a safe, clean space.
- To develop, support the development of, and provide resources for the development of free and open source software and hardware.
- To foster, by all legal means, the common purposes of its participants.
- To conduct or engage in all lawful activities in furtherance of the stated purposes or those incidental to them.
- Collaborate on all forms of technology, culture and craft in new and interesting ways.
- Apply the results of its work to specific cultural, charitable and scientific causes.
- Freely share its research and discoveries, using what is learned to teach others.
- Recruit and develop talented members dedicated to these purposes.
- To provide related services and tools for fostering playful cleverness, as determined by the membership.
- Cincitec, Inc. shall have 2 classes of members: Full Members and Contributing Members.
- In order to be a Full 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.
Rights and Responsibilities
- All Members shall have the right to:
- one vote 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 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 Cincitec, Inc.'s direction and policies,
- continuing to support the purposes of the corporation,
- ensuring that they are subscribed to the members email list,
- 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 Cincitec, 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
- Any member may resign by filing a written resignation with the Board of Directors.
- Termination of a membership may be initiated by a resolution of the members. If the members resolve to initiate termination of a membership, the member to be expelled shall be given at least 15 days notice before the effective date of termination. Notice shall be given by any method reasonably calculated to provide actual notice to the member. The member shall be given an opportunity to be heard, either orally or in writing, at least 5 days 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.
- Membership may also be terminated for any reason by written petition signed by more than three quarters (3/4ths) of the voting members.
- Resignation shall not relieve a member of unpaid dues or other monies owed.
- 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.
- A person ceases to be a member of the corporation
- by delivering his or her resignation in writing to the Board of Directors or by mailing or delivering it to the address of the corporation,
- 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.
- A member may be expelled by a special resolution of the members passed at a general meeting.
- The corporation reserves the right to limit membership based on the capacity of the space.
- The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.
- The person who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
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, or upon the granting of a dues waiver as outlined in Section 4. 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 directors and after that the monthly membership dues must be determined at the annual general meeting of the society.
- 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.
- The board, the Executive Director, or five percent or more of the members may call a general or special meeting of the members for any lawful purpose at any time.
- No business, other than the business that was set forth in the notice of the meeting, may be transacted at a general or special meeting.
- It is contemplated that the members will meet weekly, and they may meet at other times, as determined by the board, the president, or the members themselves.
- 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.
- 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.
- A regular meeting of members shall be held in the month of September, beginning in 2008. The Board of Directors shall fix the date, time, and location. The Board of Directors shall notify members as provided in the section of bylaws entitled Notice of Meetings.
- The annual meeting shall occur at the standard meeting time and the standard meeting place on the third Tuesday of January.
- The date and time can be changed by the procedures for a Vote of the Membership, as defined in these bylaws.
- The following issues shall be addressed at the annual meeting:
- Election of all officers.
- Election of all at-large directors.
- 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.
- An annual meeting of all members shall take place sometime in January, February or March. The Coordinator in Chief shall select the date, time and place no later than January 31 of each year.
- The date, time and place of the annual meeting must be posted in the registered office and submitted to members electronically at least two weeks prior to the annual meeting.
- A petition signed by more than three quarters (3/4ths) of voting members and submitted to the Board of Directors before Valentine's Day may specify a new date, time and place for the annual meeting.
- At the annual meeting, the voting members shall
- elect the Board of Directors,
- review and vote on the standing rules and policies of the corporation,
- receive reports on the activities of the corporation,
- approve the budget and determine the direction of corporation in the coming year.
- Annual General Meetings of the Membership exist in order to
- comply with legal requirements,
- elect new board members and auditors,
- go over the financial records of the organization,
- update the bylaws, and
- make any other decisions which require the input of most of the membership.
- Notice of the meeting will be posted in the Lab and sent to the entire membership with a minimum of thirty days notice.
- The agenda for the meeting will be distributed to the membership 48 hours in advance, including any specific amendments proposed to the bylaws.
- If a member misses the meeting despite the best efforts of the board to give notice of the meeting, this shall not invalidate the results of the meeting.
- 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 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.
- A petition presented to all voting members and signed by one third (1/3rd) of voting members may call a special meeting. Such a petition must include the date, time, place and agenda of the special meeting.
Notice of Meetings
- Notice of any meeting of members, whether annual, general, or special, shall be in writing and shall be given at least 10 but no more than 60 days before the meeting date.
- Notice 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.
- For all special 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.
- Notice of all meetings of Members, including regular meetings and the annual meeting, must be sent at least 5 days in advance.
- Notice shall be sent electronically to all members, to the e-mail addresses they have on file with the corporation.
- Notice of meetings shall also be posted at the corporation’s registered location.
- The time and place of upcoming meetings shall be conspicuously posted at the registered office and electronically sent to all voting members.
- No notice is required for a regular meeting.
- 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.
- The agenda of the next upcoming meeting and minutes of the previous meeting shall be posted at the registered office and electronically submitted to all voting members at least 72 hours prior to any meeting.
- 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.
- Quorum for a vote of the membership of Pumping Station: One shall require at least 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.
- At a duly called meeting, at least 25% (one quarter) of the entire voting membership shall constitute a quorum.
- Quorum for the meeting shall be two-thirds.
- A quorum is 3 members present or a greater number that the members may determine at a general meeting.
- 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.
- 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.
- The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, the Chief Technical Officer, and two at-large Directors. No director shall be compensated monetarily for his work as a director, although the corporation may provide insurance and indemnity as permitted by Illinois law.
- The board of directors shall consist of the four Ministers as defined in Article IV and two at-large directors, all of whom are considered directors for the purposes of this article. All directors must be voting members of the corporation. Each director shall serve from the time of their election until their successor is elected and qualifies. No member may serve more than 3 consecutive terms on the board of directors. No director may be compensated for their service as a board member, though the corporation may provide insurance and indemnity for board members as allowed by law.
- The Board of Directors is made up of members elected by the organization’s membership to oversee the management of the corporation.
- The Board of Directors shall serve without pay and consist of 5 members.
- 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 society.
- The Board of Directors is a body that shall fulfill all roles required by Illinois law. Any decisions not mandated by Illinois law to fall with the Board of Directors may only be delegated to the Board of Directors by a vote of the membership to amend these bylaws to explicitly give the board of directors such decision making power. 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 Pumping Station: One are performing their duties as defined by these by laws, and providing any assistance that the Officers may need in performing those duties. This responsibility extends to oversight of the officers, but does not extend to altering the scope of the officers’ duties, or to the authority to remove an officer. 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.
- The Board of Directors is 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. This responsibility is purely ministerial. The Board of Directors has no power to decide which issues are brought to the membership for a vote. As long as an issue is submitted in a timely fashion, within the time frame defined by these bylaws, the Board of Directors must place it on the agenda and submit it to the members for a vote at the next meeting, within the time frame defined by these bylaws for circulating notice of a Vote of the Membership. Directors have the right to make nonbinding suggestions about the proposals added to the agenda. However, these suggestions are not binding on the membership, and members are free to discuss, debate, and vote on a proposal no matter what, if anything, directors may say about the motion. The Board of Directors need not call a formal meeting to draft the agenda.
- 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.
- Elections for at-large 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 two nominees with the most votes shall be the at-large directors until the next election.
- If only two people are timely nominated to run for at-large director positions and accept their nominations, they shall run unopposed.
- If only one person is timely nominated to run for at-large director, then he shall run unopposed. An election for the second seat shall occur at the meeting. Nominations for candidates to fill the unfilled seat 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 at-large director, an election for both seats shall occur at the meeting. Nominations for candidates to fill both 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 two candidates with the most votes shall become at-large directors.
- If nobody accepts nomination to run for at-large director positions, the existing at-large directors may choose to retain their positions or choose to appoint another member to their seat.
- If only one person runs for at-large director but nobody accepts nomination to run for the second seat, one of the then-existing at-large directors may choose to retain his seat or appoint another person to it. The at-large directors may choose who retains this power by agreement or, if both 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 the Vice President.
- Each member present shall be given an opportunity to be a candidate for each officer position and each at-large director position on the board. 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. If there is only one candidate for an officer position, the outgoing officeholder must perform a song chosen by the incoming officeholder at the karaoke bar of the incoming officeholder's choice. If fewer than two members are candidates for at-large director, those candidates are automatically elected and the remaining vacancies shall be filled by a random process selected by the outgoing Coordinator in Chief. If more than two members are candidates for at-large director, each voting member present shall rank the candidates. The two candidates obtaining the highest preferences from voting members present shall be elected. If exactly two members are candidates for at-large director, the outgoing chairperson must immediately dance in a reasonably silly manner for at least two minutes.
- 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.
Elections / Appointments
Amendments / Meta
- These bylaws shall be amended by a majority vote of the membership, using the procedures stated in the Votes of the Membership section of these bylaws.
- These by-laws may be amended by a two-third vote of members present at any Annual or Special member meeting, provided a quorum is present and provide a copy of the proposed amendmend(s) are provided to each member with the agenda for the meeting.
- Proposed amendments to these Bylaws shall be submitted in writing to the directors at least one week in advance of the Board meeting at which they will be considered for adoption. The vote of two thirds or the unanimous written consent of the directors shall be required to adopt a bylaw amendment, except where the amendment shall affect the rights of members, in which case a majority vote of all voting members shall also be required.
- These bylaws may be amended only when an amendment proposal petition is approved at a membership meeting and signed by more than three quarters (3/4ths) of voting members. Written notice of such petition must be submitted electronically to all members and delivered to all members of the corporation physically in person or by registered mail to take effect.
- These bylaws must not be altered or added to except by special resolution.