Difference between revisions of "DallasBylaws"

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(Created page with "== Article I - General Matters == === Section 1.1 Name === The name of this corporation shall be Dallas Makerspace. === Section 1.2 Non-Profit Purposes === # This corporatio...")
 
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== Article I - General Matters ==
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[[Category:Rules and policies]]
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By law, this is the core governing document of ‍MakeICT‍.
 +
Amendments are handled as specified in Article VII: Amendments
  
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=== Section 1.1 Name ===
 
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The name of this corporation shall be Dallas Makerspace.
 
  
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=== Section 1.2 Non-Profit Purposes ===
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== Article I: Why We Exist ==
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# This corporation is organized as a non-profit corporation under the laws of the State of Texas exclusively for one or more of the purposes specified in Section 501 (c) (3) of the Internal Revenue Code.
 
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# Not withstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code, or by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code.
 
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# No part of the earnings of this corporation shall inure to the benefit of, or be distributed to, its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
 
  
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=== Section 1.3 Principal Office ===
 
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The principal office of the corporation is located in Dallas County, Texas.
 
  
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=== Section 1.4 Change of Address ===
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'''Section 1: General Purposes'''
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The designation of the county or state of the corporation's principal office may be changed by the Board of Directors by filing a 'Change of Registered Office' form with the office of the Secretary of State. Such changes of address shall not be deemed, nor require, an amendment of these Bylaws.
 
  
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=== Section 1.5 Other Offices ===
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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 mission of the corporation is to improve‍ the Wichita area ‍by ‍encouraging exploration, innovation, learning, and growth through collaboration, regardless of the medium, by providing safe, low-cost access to tools and knowledge‍.
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The corporation may also have offices at such other places where it is qualified to do business, as its business and actives may require, and the Board of Directors may, from time to time, designate.
 
  
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== Article 2 - Board of Directors ==
 
  
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===Section 2.1 Board of Directors===
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'''Section 2: Specific Purposes'''
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The activities and affairs of this corporation shall be overseen by the Board of Directors, subject to the provisions of the laws of the state of Texas and any limitations in the Articles of Incorporation and these Bylaws.
 
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# The Board shall consist of five (5) elected persons who are members in good standing and of the age of majority in the state of Texas, with no limit to the number of appointed advisers.
 
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# The Board will appoint all officers.
 
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# The Board shall be elected at the annual meeting by a quorum of the members and their proxies. Their term of office shall be until the next annual meeting of members or until a successor has been elected.
 
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# Advisers are non-voting members who are appointed to the board and who will act in an advisory capacity. The Board of Directors shall not be required to accept the advice of such advisers.
 
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# Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
 
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# The Directors shall be indemnified by the corporation to the fullest extent permissible under the laws of the state of Texas.
 
  
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===Section 2.2 Vacancies of Office===
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Subject to and within the limits of Section 1, the corporation shall:
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# A Director may resign by giving written notice to any member of the Board of Directors.
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- Build and maintain ‍space‍ suitable for technical and social collaboration.
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# A Director is also deemed to have resigned or is required to resign under the following provisions:
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- collaborate to bring technology to all forms of art, culture, and craft in new and interesting ways.
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## Being absent from three Board meetings consecutively without the approval of the Board;
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- Apply the results of its work to specific cultural, artistic, educational, charitable and scientific causes.
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## Having failed to uphold a signed statement of intent;
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- Freely share its research and discoveries, using what is learned to teach others.
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## Removal by resolution in a general membership meeting, in which there is a quorum of two-thirds of the voting members;
+
- Recruit and develop talented members dedicated to these purposes.
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## Becoming of unsound mind; or
 
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## Death.
 
  
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===Section 2.3 Annual Meeting===
 
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The annual meeting of the Board of Directors shall be conducted at a place and time set by resolution of the Board of Directors.
 
  
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===Section 2.4 Special Meetings===
 
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# The Board of Directors may hold special meetings as needed at a time and place set by resolution of the Board of Directors.
 
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# Special meetings of the Board of Directors may be called by or at the request of any Director also serving as Chief Executive Officer or President, or by any two Directors.
 
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# Notice of special meetings shall be given to each Director at least seven (7) days prior by any other member of the Board. Such notice may be given by any method as may be designated from time to time by resolution of the Board of Directors, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. The Director to be contacted shall acknowledge personal receipt of the notice within twenty four hours of receipt.
 
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# Notice for a particular special meeting can be waived if all Directors are present and at the start of the special meeting the Directors unanimously vote to waive such notification. Otherwise, no business shall be considered by the Board of Directors and the only motion which the Chairperson shall entertain at such meeting is a motion to adjourn.
 
  
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===Section 2.5 Quorum for Meetings===
+
== Article II: Who We Are ==
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# A quorum shall consist of three-fifths of the Board of Directors represented in person, or with consensus, by a secured and authenticated real time medium, provided that access to this medium is presently available and accessible to all members of the board.
 
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# Except as otherwise provided by these Bylaws or provisions of law, no business shall be considered by the Board of Directors at any meeting at which the required quorum is not available, and the only motion which the Chairperson shall entertain at such meeting is a motion to adjourn.
 
  
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===Section 2.6 Conduct of Meetings===
 
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# Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, chosen by consensus of the Board.
 
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# The Secretary of the Board will be chosen by consensus of the Board to record and provide meeting minutes of the Board.
 
  
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===Section 2.7 Majority Action as Board Action===
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'''Section 1: Designation of Membership Class'''
−
Every act or decision done or made by a majority of the Directors available at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, the Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a meeting by the board.
 
  
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===Section 2.8 Committees===
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MakeICT has a ‍single membership class‍ with voting rights.
−
# The corporation shall have such committees as may from time to time be designated by a quorum of Directors.
 
−
# These committees may consist of persons who are not members and shall act in an advisory capacity.
 
−
# Each committee may adopt rules for its own government not inconsistent with these Bylaws or with guidelines given by the Board of Directors.
 
−
# Each committee will have a chairperson, appointed by the Board of Directors.
 
  
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===Section 2.9 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.
 
  
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== Article 3 - Officers ==
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'''Section 2: Voting Membership Class Qualifications'''
  
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===Section 3.1 Offices===
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‍Any person who supports the purposes laid out in Article I of these bylaws is qualified to become a member.‍
−
# The Board of Directors may appoint by resolution officers that perform regular management of the corporation. 
 
−
# The President shall not also be appointed as Secretary.
 
−
# The duties preformed by officers will be determined by the Board of Directors.
 
  
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=====Section 3.1.1 President=====
 
  
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The President shall perform such duties as the Board of Directors may delegate.
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'''Section 3: Voting Membership Class Election'''
  
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=====Section 3.1.2 Secretary=====
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The [[standing rules]] shall specify procedures for inducting new members. For purposes of these bylaws, all persons listed as initial directors on the Articles of Incorporation shall be considered the initial voting members.
  
−
The Secretary shall perform such duties as the President or the Board of Directors may delegate.
 
  
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===== Article 3.1.3 Other Officers =====
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'''Section 4: Voting Membership Dues'''
  
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# The Board of Directors may appoint by resolution any number of other officers deemed necessary to conduct the business and affairs of the corporation.
+
The amount, payment period, due date and acceptable methods for collection of dues shall be reviewed each year at the annual meeting, and shall be specified in the [[standing rules]].
−
# Any member in good standing shall be qualified to be appointed as an officer of the corporation.
 
  
−
=== Article 3.2 Officer Titles ===
 
  
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# The Board of Directors may rename the position held by any officer.
+
'''Section 5: Voting Membership Rights and Responsibilities'''
−
# Officers may rename the position held for the duration of his or her tenure, unless otherwise requested by the Board of Directors.
 
−
# Any new title may not:
 
−
## Convey confusion with the responsibilities of the office; or
 
−
## Convey a conflict with other offices held.
 
  
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=== Article 3.3 Officer Terms ===
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Each voting member shall have an equal right to voice their opinion and vote their preference or abstain from voting in the affairs of the corporation. Each voting member shall exercise only one vote for each decision before the corporation. Each voting member shall have reasonable inspection rights of corporate records. Each voting member shall be responsible for timely payment of dues, providing their current address, contact information, and preference for electronic receipt of communications. Each voting member is responsible for continuing to support the purposes of the corporation.
  
−
# Officers shall hold office until:
 
−
## The next annual meeting of the Board of Directors;
 
−
## The position is resigned; or
 
−
## The Officer is dismissed by the Board of Directors.
 
−
# Resignations are effective upon fulfillment of all obligations to the date of withdrawal and should be given in writing to the Board of Directors.
 
−
# Dismissals are effective immediately.
 
  
−
== Article 4 - Members ==
+
'''Section 6: Voting Membership Resignation and Termination'''
  
−
===Section 4.1 Determination of Membership===
+
Any voting member may resign by filing a resignation with any officer. Resignation shall not relieve a voting member of unpaid dues or other monies owed. ‍Voting membership shall be suspended‍ for non-payment of dues by the Treasurer after a period of three (3) months. Any suspended voting member may restore their membership as shall be specified in the [[standing rules]]. Voting membership may also be terminated for any reason by written petition signed by more than three quarters (3/4ths) of the voting members.
−
# The corporation shall initially have only supporting and regular member classes.
 
−
# Supporting members are not permitted to vote or otherwise influence the decision making process of the corporation.
 
−
# No member shall hold more than one membership in the corporation.
 
  
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===Section 4.2 Eligibility of Membership===
 
−
Membership shall be open to any natural person not suspended or expelled from the corporation under the terms of these Bylaws, or otherwise disqualified by the terms of these Bylaws.
 
  
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===Section 4.3 Admission of Members===
 
  
−
# An applicant shall be admitted as a supporting member so long as their dues are paid in full.
+
== Article III: How we meet ==
−
# An applicant shall only be admitted or renewed as a regular member after their membership application is approved by the appropriate policies as defined in the Standing Rules.
 
−
# A supporting member will be subject to policies set forth by the Board of Directors.
 
  
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===Section 4.4 Dues===
 
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=====Section 4.4.1 Monthly Membership Dues=====
 
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All members shall pay monthly dues in advance, of such amount as may be set by a quorum of the Board of Directors.
 
  
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=====Section 4.4.2 Notification of Dues=====
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'''Section 1: Regular Meetings'''
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All membership dues shall be payable by the date determined by a quorum of the Board of Directors.
 
  
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===Section 4.5 Membership Rights and Privileges===
+
Regular meetings of voting members shall be held as designated in the [[standing rules]].
−
# Any regular member whose dues are paid in full, is not on probation, is not a supporting member, and who has not resigned, been suspended or has not been expelled shall be considered a member in good standing. Only members in good standing shall be entitled to the rights and privileges of full membership.
 
−
# Members in good standing shall be entitled to one vote in all elections and special voting events as determined by the Board of Directors. Except as expressly provided in or authorized by the Articles of Incorporation, these Bylaws, or provisions of law, all membership in good standing shall have the same rights, privileges, restrictions and conditions.
 
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# Every regular member shall have the right at any reasonable time to inspect the physical properties of the corporation.
 
  
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===Section 4.6 Membership Meetings===
 
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=====Section 4.6.1 Board Election Meeting=====
 
−
 
−
# An election of the Board of Directors shall occur at least once per calendar year.
 
−
# Election of the Board of Directors shall be first by nomination, and then by final vote.
 
−
# Members who are nominated for the Board of Directors must disclose any potential conflict of interest to all members before binding votes are cast.
 
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# A member of the Board of Directors shall not hold a term of office for more than one year without being elected for each year the office is held.
 
−
# Each candidate must provide a signed letter of intent prior to election.
 
−
# Only members in good standing shall elect or be elected to the Board of Directors.
 
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# Each member in good standing shall submit a single vote that identifies no more than the number of Directors considered for election.
 
−
# A single vote to elect multiple candidates cannot list the same candidate more than once.
 
−
# Each candidate to receive the highest number of single votes shall be considered elected.
 
  
−
=====Section 4.6.2 Regular Meeting=====
+
'''Section 2: Annual Meetings'''
−
Regular meetings of the membership shall be held at a time and place chosen by resolution of the Board of Directors.
 
  
−
=====Section 4.6.3 Special Meetings=====
+
An annual meeting of all members shall take place sometime in June. The President shall select the date, time and place no later than May 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. 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 the corporation in the coming year.
−
# A special meeting may be called by a majority vote of the Board of Directors, or upon written request submitted to the Board of Directors by not less than ten (10) percent of the full voting membership; such written request is to contain the subject or subjects to be covered. A meeting date shall be set by the Board of Directors within fifteen (15) days of receipt of the request and the date of the meeting shall not be set more than forty-five (45) days from receipt of the request unless a specific date is stated in said request.
 
−
# Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, notice stating the place, date, time and purpose or purposes for which the special meeting is called, shall be delivered not less than ten (10) days before the date of the meeting. This notice shall be given to each member entitled to vote at such meeting by the Board of Directors or the person(s) calling the meeting, and only matters that are contained in this notification shall be considered.
 
−
# A notice of any membership meeting in which the Board of Directors are to be elected must also state the names of each nominee or candidate for election.
 
  
−
=====Section 4.6.4 Quorum for Meetings=====
 
−
At any meeting of the members, a quorum shall consist of one-third of the voting members of the corporation represented in person or by proxy. Except as otherwise provided by provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
 
  
−
===Section 4.7 Majority Action as Membership Action===
+
'''Section 3: Special Meetings'''
−
Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater number.
 
  
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===Section 4.8 Proxies===
+
A petition presented to all voting members and approved by one half (1/2) of voting members may call a special meeting. Such a petition must include the date, time, place and agenda of the special meeting. Notification of the result of the petition shall be presented to all members prior to the meeting.
−
At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact in accordance with the requirements of law.
 
  
−
===Section 4.9 Non-Liability of Members===
 
−
The members of this corporation shall not be personally liable for the debts, liabilities, or obligations of the corporation.
 
  
−
===Section 4.10 Indemnification by Corporation of Members===
+
'''Section 4: Quorum'''
−
The members of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
 
  
−
===Section 4.11 Non-Transferability of Membership===
+
At a duly called meeting, at least 25% (one quarter) of the entire voting membership shall constitute a quorum.
−
# No member may transfer a membership or any right arising therefrom.
 
−
# All rights of membership cease upon the member's death.
 
  
−
===Section 4.12 Voluntary Resignation===
 
−
# A member may withdraw from membership by providing documented notice of resignation to an officer or director of the corporation.
 
−
# All rights, benefits, privileges, and the interests of a member in the corporation cease on termination of membership.
 
−
# Resignations are effective upon fulfillment of all obligations to the date of withdrawal.
 
  
−
===Section 4.13 Expulsion===
+
'''Section 5: Voting'''
−
# A member shall be expelled from the membership of the corporation for a period set by resolution of the Board of Directors after providing the member with reasonable written notice and an opportunity to be heard by the Board of Directors either orally or in writing, and upon a determination by the Board of Directors that the member engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation.
 
−
# Any person expelled from the corporation shall forfeit any and all dues already paid.
 
−
# All rights of a member in the corporation shall cease on termination of membership as herein provided.
 
  
−
== Article 5 - Insurance for Corporate Agents ==
+
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.
  
−
Except as may be otherwise provided under provisions of law, the Board of Directors may by resolution authorize the purchase and maintenance of insurance on behalf of any agent of the corporation (including Directors, officers, members, employees or other agents of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
 
  
−
== Article 6 - Indemnification ==
 
  
−
# By resolution of the Board of Directors, the corporation may indemnify any person who was or is a party or is threatened to be made a party to any potential, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that they are or were a Director, officer, member, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and necessarily incurred by them in connection with such action, suit or proceeding so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interest of the corporation, with reasonable cause to believe their conduct was not unlawful, and they were not guilty of negligence or misconduct in respect of the matter in which indemnity is sought.
+
== Article IV: The Officers ==
−
# The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent will not, of itself, create a presumption that the person did not act in good faith and in a manner which they reasonably believed to be in, or not to be opposed to, the best interests of the corporation, and with respect to any criminal proceeding, had reasonable cause to believe that their conduct was not unlawful.
 
  
−
== Article 7 - Fiscal Matters ==
 
  
−
===Section 7.1 General===
+
'''Section 1: Role, Number, Qualification, Term and Compensation'''
 +
 
 +
There shall be four officers, a President, a Vice President, a Secretary and a Treasurer. Each officer must be a voting member and each officer shall serve from the time of their election until their successor is elected and qualifies. ‍No officer may serve more than 3 consecutive terms‍. No officer shall be compensated for their service as an officer, though the corporation may provide insurance and indemnity for officers as allowed by law.
 +
 
 +
 
 +
'''Section 2: Duties of the President'''
 +
 
 +
The President shall preside over all meetings or designate an alternate, attempt to achieve consensus in all decision-making, ensure the membership is informed of all relevant issues, and serve other duties of a President as required by law or custom.
 +
 
 +
 
 +
'''Section 3: Duties of the Vice President'''
 +
 
 +
The Vice President shall be primarily responsible for the information systems and communication processes of the corporation and serve all other duties of a Vice President as required by law or custom, including acting when the President is unable or unwilling to act.
 +
 
 +
 
 +
'''Section 4: Duties of the Secretary'''
 +
 
 +
The Secretary shall be responsible for maintaining membership and corporate records and for serving all other duties of a Secretary as required by law or custom.
 +
 
 +
 
 +
'''Section 5: Duties of the Treasurer'''
 +
 
 +
The Treasurer shall serve as custodian of corporate funds, collect dues, present a financial report at each regular and annual meeting, assist in the preparation of the budget, make financial information available to members and the public, and serve all other duties of a Treasurer as required by law or custom.
 +
 
 +
 
 +
'''Section 6: Duties of the Officers as whole to provide an Annual Report'''
 +
 
 +
The Officers must provide an annual report. The report shall chronicle the activities of the corporation, including specific narratives on the corporation's work, the corporation's annual financial statements, relevant legal filings, and relevant copies of the organization's district and federal tax returns.
 +
 
 +
 
 +
'''Section 7: Officers are Directors'''
 +
 
 +
The Officers shall also serve as bona-fide directors on the Board of Directors. Election, resignation, removal and vacancies of the Officers are handled in accordance with procedures laid out in Article V.
 +
 
 +
 
 +
 
 +
== Article V: The Board of Directors ==
 +
 
 +
 
 +
'''Section 1: Role, Size, Term and Compensation'''
 +
 
 +
The board of directors shall consist of the four elected Officers as defined in Article IV, four elected at-large directors, and the immediate Past-President, all of whom are considered directors for the purposes of this article. All directors must be voting members of the corporation. Each elected director shall serve from the time of their election at the annual meeting until the following annual meeting (1 year), and the Past-President will serve 1 term immediately following the end of their elected term(s). ‍No elected director 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. Each person on the board of directors can only fill one position, and each director will have only one vote in board decisions.
 +
 
 +
 
 +
'''Section 2: Meetings'''
 +
 
 +
The Board of Directors shall meet when necessary. All voting members may attend a meeting of the board of directors. The notice shall give the time, place, reason for calling the meeting. Notices shall be electronically distributed to all members at least five business days prior to a meeting. Minutes shall follow the [[standing rules]] for meetings as approved at an annual meeting. Minutes of each board meeting shall be available electronically to members.
 +
 
 +
 
 +
'''Section 3: Elections'''
 +
 
 +
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. In the event of a tie, the election is decided by coin flip. If there are no candidates for an officer position, the outgoing officeholder may, if eligible, elect to serve another term. 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.  In the case of a vacancy on the board, the remainder of the board has the right to appoint an interim member or to hold a special election to elect an interim member to fill the position for the remainder of the term.
 +
 
 +
 
 +
'''Section 4: Quorum'''
 +
 
 +
Two-thirds of board members at a duly called board member meeting shall constitute a quorum.
 +
 
 +
 
 +
'''Section 5: Voting'''
 +
 
 +
All issues, except when otherwise specified in these bylaws, shall be decided by affirmative vote of more than half of the directors present at a duly held meeting.
 +
 
 +
 
 +
'''Section 6: Resignation, Termination and Vacancies'''
 +
 
 +
Any officer or director may resign by filing a written or electronic resignation with the Secretary or two other board members. An officer or at-large director may be terminated in their role by written petition signed by more than two-thirds (2/3rds) of the voting membership. Vacancies on the board shall be filled at the next regular meeting using the applicable process outlined in Section 3.
 +
 
 +
 
 +
'''Section 7: Conflict of Interest'''
 +
 
 +
Any officer or director 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.
 +
 
 +
== Article VI: Financial Matters ==
 +
 
 +
 
 +
'''Section 1: General'''
 +
 
 
The corporation may use its funds only to accomplish the purposes specified by these Bylaws.
 
The corporation may use its funds only to accomplish the purposes specified by these Bylaws.
  
−
===Section 7.2 Fiscal Year===
 
−
The fiscal year of the corporation commences on the first day of January and ends on the last day of December.
 
  
−
===Section 7.3 Purchasing Authority===
+
'''Section 2: Fiscal Year'''
−
No member of the corporation shall be authorized to make purchases in the name of the corporation except as directed by the Board of Directors.
+
 
 +
The fiscal year of the corporation commences on the first day of November and ends on the last day of October.
  
−
===Section 7.4 Deposits===
 
−
All funds of the corporation will be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
 
  
−
===Section 7.5 Checks and Notes===
+
'''Section 3: Purchasing Authority'''
−
Except as otherwise specifically determined by resolution of the Board of Directors, these Bylaws or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation in excess of an amount as set from time to time by the Board of Directors shall be signed by the Treasurer and countersigned by the President of the corporation except that the Treasurer shall be permitted to pay for routine, regularly occurring expenses as approved by the Board of Directors.
 
  
−
===Section 7.6 Gifts and Donations===
+
No member of the corporation shall be authorized to make purchases in the name of the corporation except as directed by the Board of Directors.
−
The Board of Directors may accept on behalf of the corporation any gift, donation, bequest, or device for the nonprofit purposes of this corporation.
 
  
−
===Section 7.7 Material Property===
 
−
# Material property that may be obtained from time to time by the corporation in its name will be controlled and the responsibility of the corporation President or other personnel so designated by the Board of Directors.
 
−
# All such material property shall be used only for the benefit of the corporation and shall not be used for the personal benefit or gain of the appointed caretaker or any third party. No material property of the corporation may be given to, loaned or placed in the possession of a third party without the expressed permission of the Board of Directors.
 
  
−
===Section 7.8 Dissolution===
+
'''Section 4: Deposits'''
−
# In the event of the liquidation or dissolution of the corporation, whether voluntarily or involuntarily, no member will be entitled to any distribution or division of its remaining property nor its proceeds.
 
−
# The balance of all money and other property received by the corporation from any source, after the payment of all debts and obligation of the corporation, will be distributed in accordance with the Articles of Incorporation and Section 501(c) of the Internal Revenue Code and the regulations thereunder as the same now exist or as they be hereafter amended from time to time.
 
  
−
== Article 8 - Corporate Books, Records and Reports ==
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All funds of the corporation will be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
  
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===Section 8.1 Books, Records and Reports===
 
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The corporation shall keep all corporate books, records and reports at its principal office or other secured locations as allowed by Texas State law.
 
  
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===Section 8.2 Inspection of Documents===
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'''Section 5: Checks and Notes'''
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# The corporation shall make all books and records of the corporation available for inspection by any interested party for any proper purpose at any reasonable time by submitting a written request to the Secretary of the corporation.
 
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# The request shall state the purpose for which the inspection is requested.
 
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# The books and records shall be made available for inspection within a reasonable time after the request is received by the Secretary.
 
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# Inspection of corporate books or records for purposes of soliciting business shall not be considered a proper purpose and in no case shall members' contact information be made available for inspection except by consent of the member or as required by the Articles of Incorporation, these Bylaws or provisions of law.
 
  
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===Section 8.3 Right to Copy and Make Extracts===
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Except as otherwise specifically determined by resolution of the Board of Directors, these Bylaws or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation in excess of an amount as set from time to time by the Board of Directors shall be signed by the Treasurer and countersigned by the President of the corporation except that the Treasurer shall be permitted to pay for routine, regularly occurring expenses as approved by the Board of Directors.
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Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
 
  
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===Section 8.4 Maintenance of Corporate Books and Records===
 
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The corporation shall keep at its principal office:
 
  
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# Minutes of all meetings of Directors, officers, the membership and committees, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present, or if a membership meeting then the names of the officers present and the number of members present, and the proceedings thereof;
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'''Section 6: Gifts and Donations'''
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# Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
 
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# A record of its members indicating their names, addresses, and if applicable, their phone numbers, email addresses and the termination date of any membership; and
 
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# A copy of the corporation's Articles of Incorporation and Bylaws as amended to date.
 
  
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===Section 8.5 Periodic Report===
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The Board of Directors may accept on behalf of the corporation any gift, donation, bequest, or device for the nonprofit purposes of this corporation.
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The Board of Directors shall cause any annual or periodic report required under the Articles of Incorporation, these Bylaws, or provisions of law to be prepared and delivered to an office of this state or to the members of this corporation, to be so prepared and delivered within the time limits set by law.
 
  
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== Article 9 - Corporate Seal and Emblem ==
 
  
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# The Board of Directors may adopt, use, and at will alter, a corporate seal and/or emblem.
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'''Section 7: Material Property'''
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# The seal shall be kept secured by the Secretary of the corporation.
 
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# Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
 
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# The emblem may be used under guidelines established by the Board of Directors.
 
  
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== Article 10 - Waiver of Notice ==
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Material property that may be obtained from time to time by the corporation in its name will be controlled and the responsibility of the corporation President or other personnel so designated by the Board of Directors.
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All such material property shall be used only for the benefit of the corporation and shall not be used for the personal benefit or gain of the appointed caretaker or any third party. No material property of the corporation may be given to, loaned or placed in the possession of a third party without the expressed permission of the Board of Directors.
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The Board of Directors owns or will own any copyrights, patents, or trademarks, whether fees are or will be charged, how the fees are determined, and how any items are or will be produced, distributed, and marketed will ultimately be the decision of the Board of Directors.
  
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Whenever any notice or notification is required to be given under the Articles of Incorporation, these Bylaws, or provisions of law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, will be deemed equivalent to the giving of such notice.
 
  
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== Article 11 - Contracts and Instruments ==
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'''Section 8: Dissolution'''
  
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The Board of Directors may authorize any member in good standing, or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.
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In the event of the liquidation or dissolution of the corporation, whether voluntarily or involuntarily, no member will be entitled to any distribution or division of its remaining property nor its proceeds.
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The balance of all money and other property received by the corporation from any source, after the payment of all debts and obligation of the corporation, will be distributed in accordance with the Articles of Incorporation and Section 501(c) of the Internal Revenue Code and the regulations thereunder as the same now exist or as they be hereafter amended from time to time.
  
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== Article 12 - Parliamentary Authority and Construction ==
 
  
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# Rules provisioned by policies set forth by the Board of Directors shall govern this corporation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws, the Articles of Incorporation, or any statutes applicable to this organization.
 
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# If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.
 
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# Should any of the provisions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions of these Bylaws shall be unaffected by such holding.
 
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# All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation of this corporation as filed with the State of Texas and used to establish the legal existence of this corporation.
 
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# All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 2003 as amended from time to time, or to corresponding provisions of any future federal tax code.
 
  
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== Article 13 - Amendments to Bylaws ==
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== Article VII: Amendments ==
  
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# The Board of Directors is responsible for proposing amendments to the Bylaws.
 
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# Members in good standing may propose amendments by submitting them in writing, with rationale, to the Secretary for consideration by the Board of Directors.
 
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# Any member in good standing may propose an amendment to the Bylaws upon collecting the signatures of 10 voting members or 10% percent of the voting membership, whichever is larger, in favor of the proposed amendment.
 
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# These Bylaws may be amended, repealed, or altered in whole or in part by a majority vote at any regular or special meeting, in which there is a quorum of two-thirds of the voting members.
 
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# Notification of the general membership of an upcoming vote shall be made at least ten (10) days prior to the scheduled date of the subject vote.
 
  
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[[Category:Dallas Makerspace]]
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These bylaws may be amended only when an amendment proposal petition is approved by an affirmative vote of at least 2/3rds (two thirds) of the members voting.

Revision as of 18:40, 18 August 2016

By law, this is the core governing document of ‍MakeICT‍. Amendments are handled as specified in Article VII: Amendments


Article I: Why We Exist

Section 1: General Purposes

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 mission of the corporation is to improve‍ the Wichita area ‍by ‍encouraging exploration, innovation, learning, and growth through collaboration, regardless of the medium, by providing safe, low-cost access to tools and knowledge‍.


Section 2: Specific Purposes

Subject to and within the limits of Section 1, the corporation shall: 

- Build and maintain ‍space‍ suitable for technical and social collaboration.
- collaborate to bring technology to all forms of art, culture, and craft in new and interesting ways.
- Apply the results of its work to specific cultural, artistic, educational, 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.


Article II: Who We Are

Section 1: Designation of Membership Class

MakeICT has a ‍single membership class‍ with voting rights.


Section 2: Voting Membership Class Qualifications

‍Any person who supports the purposes laid out in Article I of these bylaws is qualified to become a member.‍


Section 3: Voting Membership Class Election

The standing rules shall specify procedures for inducting new members. For purposes of these bylaws, all persons listed as initial directors on the Articles of Incorporation shall be considered the initial voting members.


Section 4: Voting Membership Dues

The amount, payment period, due date and acceptable methods for collection of dues shall be reviewed each year at the annual meeting, and shall be specified in the standing rules.


Section 5: Voting Membership Rights and Responsibilities

Each voting member shall have an equal right to voice their opinion and vote their preference or abstain from voting in the affairs of the corporation. Each voting member shall exercise only one vote for each decision before the corporation. Each voting member shall have reasonable inspection rights of corporate records. Each voting member shall be responsible for timely payment of dues, providing their current address, contact information, and preference for electronic receipt of communications. Each voting member is responsible for continuing to support the purposes of the corporation.


Section 6: Voting Membership Resignation and Termination

Any voting member may resign by filing a resignation with any officer. Resignation shall not relieve a voting member of unpaid dues or other monies owed. ‍Voting membership shall be suspended‍ for non-payment of dues by the Treasurer after a period of three (3) months. Any suspended voting member may restore their membership as shall be specified in the standing rules. Voting membership may also be terminated for any reason by written petition signed by more than three quarters (3/4ths) of the voting members.


Article III: How we meet

Section 1: Regular Meetings

Regular meetings of voting members shall be held as designated in the standing rules.


Section 2: Annual Meetings

An annual meeting of all members shall take place sometime in June. The President shall select the date, time and place no later than May 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. 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 the corporation in the coming year.


Section 3: Special Meetings

A petition presented to all voting members and approved by one half (1/2) of voting members may call a special meeting. Such a petition must include the date, time, place and agenda of the special meeting. Notification of the result of the petition shall be presented to all members prior to the meeting.


Section 4: Quorum

At a duly called meeting, at least 25% (one quarter) of the entire voting membership shall constitute a quorum.


Section 5: Voting

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.


Article IV: The Officers

Section 1: Role, Number, Qualification, Term and Compensation

There shall be four officers, a President, a Vice President, a Secretary and a Treasurer. Each officer must be a voting member and each officer shall serve from the time of their election until their successor is elected and qualifies. ‍No officer may serve more than 3 consecutive terms‍. No officer shall be compensated for their service as an officer, though the corporation may provide insurance and indemnity for officers as allowed by law.


Section 2: Duties of the President

The President shall preside over all meetings or designate an alternate, attempt to achieve consensus in all decision-making, ensure the membership is informed of all relevant issues, and serve other duties of a President as required by law or custom.


Section 3: Duties of the Vice President

The Vice President shall be primarily responsible for the information systems and communication processes of the corporation and serve all other duties of a Vice President as required by law or custom, including acting when the President is unable or unwilling to act.


Section 4: Duties of the Secretary

The Secretary shall be responsible for maintaining membership and corporate records and for serving all other duties of a Secretary as required by law or custom.


Section 5: Duties of the Treasurer

The Treasurer shall serve as custodian of corporate funds, collect dues, present a financial report at each regular and annual meeting, assist in the preparation of the budget, make financial information available to members and the public, and serve all other duties of a Treasurer as required by law or custom.


Section 6: Duties of the Officers as whole to provide an Annual Report

The Officers must provide an annual report. The report shall chronicle the activities of the corporation, including specific narratives on the corporation's work, the corporation's annual financial statements, relevant legal filings, and relevant copies of the organization's district and federal tax returns.


Section 7: Officers are Directors

The Officers shall also serve as bona-fide directors on the Board of Directors. Election, resignation, removal and vacancies of the Officers are handled in accordance with procedures laid out in Article V.


Article V: The Board of Directors

Section 1: Role, Size, Term and Compensation

The board of directors shall consist of the four elected Officers as defined in Article IV, four elected at-large directors, and the immediate Past-President, all of whom are considered directors for the purposes of this article. All directors must be voting members of the corporation. Each elected director shall serve from the time of their election at the annual meeting until the following annual meeting (1 year), and the Past-President will serve 1 term immediately following the end of their elected term(s). ‍No elected director 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. Each person on the board of directors can only fill one position, and each director will have only one vote in board decisions.


Section 2: Meetings

The Board of Directors shall meet when necessary. All voting members may attend a meeting of the board of directors. The notice shall give the time, place, reason for calling the meeting. Notices shall be electronically distributed to all members at least five business days prior to a meeting. Minutes shall follow the standing rules for meetings as approved at an annual meeting. Minutes of each board meeting shall be available electronically to members.


Section 3: Elections

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. In the event of a tie, the election is decided by coin flip. If there are no candidates for an officer position, the outgoing officeholder may, if eligible, elect to serve another term. 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. In the case of a vacancy on the board, the remainder of the board has the right to appoint an interim member or to hold a special election to elect an interim member to fill the position for the remainder of the term.


Section 4: Quorum

Two-thirds of board members at a duly called board member meeting shall constitute a quorum.


Section 5: Voting

All issues, except when otherwise specified in these bylaws, shall be decided by affirmative vote of more than half of the directors present at a duly held meeting.


Section 6: Resignation, Termination and Vacancies

Any officer or director may resign by filing a written or electronic resignation with the Secretary or two other board members. An officer or at-large director may be terminated in their role by written petition signed by more than two-thirds (2/3rds) of the voting membership. Vacancies on the board shall be filled at the next regular meeting using the applicable process outlined in Section 3.


Section 7: Conflict of Interest

Any officer or director 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.

Article VI: Financial Matters

Section 1: General

The corporation may use its funds only to accomplish the purposes specified by these Bylaws.


Section 2: Fiscal Year

The fiscal year of the corporation commences on the first day of November and ends on the last day of October.


Section 3: Purchasing Authority

No member of the corporation shall be authorized to make purchases in the name of the corporation except as directed by the Board of Directors.


Section 4: Deposits

All funds of the corporation will be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.


Section 5: Checks and Notes

Except as otherwise specifically determined by resolution of the Board of Directors, these Bylaws or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation in excess of an amount as set from time to time by the Board of Directors shall be signed by the Treasurer and countersigned by the President of the corporation except that the Treasurer shall be permitted to pay for routine, regularly occurring expenses as approved by the Board of Directors.


Section 6: Gifts and Donations

The Board of Directors may accept on behalf of the corporation any gift, donation, bequest, or device for the nonprofit purposes of this corporation.


Section 7: Material Property

Material property that may be obtained from time to time by the corporation in its name will be controlled and the responsibility of the corporation President or other personnel so designated by the Board of Directors. All such material property shall be used only for the benefit of the corporation and shall not be used for the personal benefit or gain of the appointed caretaker or any third party. No material property of the corporation may be given to, loaned or placed in the possession of a third party without the expressed permission of the Board of Directors. The Board of Directors owns or will own any copyrights, patents, or trademarks, whether fees are or will be charged, how the fees are determined, and how any items are or will be produced, distributed, and marketed will ultimately be the decision of the Board of Directors.


Section 8: Dissolution

In the event of the liquidation or dissolution of the corporation, whether voluntarily or involuntarily, no member will be entitled to any distribution or division of its remaining property nor its proceeds. The balance of all money and other property received by the corporation from any source, after the payment of all debts and obligation of the corporation, will be distributed in accordance with the Articles of Incorporation and Section 501(c) of the Internal Revenue Code and the regulations thereunder as the same now exist or as they be hereafter amended from time to time.


Article VII: Amendments

These bylaws may be amended only when an amendment proposal petition is approved by an affirmative vote of at least 2/3rds (two thirds) of the members voting.

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