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, two elected at-large directors, and board-appointed program 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 at the annual meeting until the following annual meeting (1 year). 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 at a membership meeting and signed by more than three quarters (3/4ths) of voting members. Notice of such petition must be submitted electronically to all members.