|
|
| (20 intermediate revisions by 4 users not shown) |
| Line 1: |
Line 1: |
| − | [[Category:Rules and policies]] | + | This is a working page to hold [[bylaws]] revisions as they are being discussed and incorporated. |
| − | By law, this is the core governing document of MakeICT.
| |
| − | Amendments are handled as specified in Article VII: Amendments
| |
| | | | |
| − | | + | There are no proposed bylaws revisions at this time. |
| − | == 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. The membership secretary, or other individual(s) designated by the Board of Directors, shall determine eligibility to vote in the affairs and elections of the corporation.
| |
| − | | |
| − | | |
| − | '''Section 2: Voting Membership Class Qualifications'''
| |
| − | | |
| − | '''The Board of Directors shall specify qualifications for members and procedures for inducting new members.
| |
| − | <s>Any person who supports the purposes laid out in Article I of these bylaws is qualified to become a member.</s>
| |
| − | | |
| − | | |
| − | '''Section 3: Voting Membership Class Election'''
| |
| − | '''DELETE THIS SECTION
| |
| − | '''
| |
| − | <s>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.</s>
| |
| − | | |
| − | | |
| − | '''Section 4: Membership Dues'''
| |
| − | | |
| − | The amount, payment period, due date and acceptable methods for collection of dues shall be '''specified by the Board of Directors.''' <s> reviewed each year at the annual meeting, and shall be specified in the [[standing rules]].</s>
| |
| − | | |
| − | | |
| − | '''Section 5: Voting Membership Rights and Responsibilities'''
| |
| − | | |
| − | Each member shall have an equal right to voice their opinion <s>and vote their preference or abstain from voting</s> in the affairs of the corporation. In elections and when issues are placed before members, each member shall exercise only one vote <s> for each decision before the corporation</s>. Each member shall have reasonable inspection rights of corporate records. Each member shall be responsible for timely payment of dues, providing their <s>current address,</s> contact information, and preference for electronic receipt of communications. Each member is responsible for continuing to support the purposes of the corporation.
| |
| − | | |
| − | | |
| − | '''Section 6: Membership Resignation and Termination'''
| |
| − | | |
| − | Any member may resign by filing a resignation with '''the membership secretary or treasurer''' <s>any officer</s>. Resignation shall not relieve a member of unpaid dues or other monies owed. Membership shall be suspended for non-payment of dues by the Treasurer<s> after a period of three (3) months. Any suspended voting member may restore their membership as shall be specified in the [[standing rules]].</s> 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'''
| |
| − | | |
| − | '''The Board of Directors may choose to hold regular meetings. Regular meetings are periodic meetings of the entire membership at which affairs of the corporation may be discussed and placed before the membership. If regular meetings are held, the Corporation President shall publish a schedule of the meetings. The Board of Directors is responsible for setting the agenda of Regular Meetings.'''
| |
| − | <s>Regular meetings of voting members shall be held as designated in the [[standing rules]]</s>.
| |
| − | | |
| − | | |
| − | '''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 members shall elect the Board of Directors, <s> review and vote on the [[standing rules]] and policies of the corporation,</s> receive reports on the activities of the corporation,<s> approve the budget and determine the </s> '''and voice their opinion in the''' direction of the corporation in the coming year.
| |
| − | | |
| − | | |
| − | '''Section 3: Special Meetings'''
| |
| − | | |
| − | A petition presented to all members and approved by one half (1/2) of all 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 '''regular or special''' 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 members present.
| |
| − | | |
| − | == Article IV: The Officers ==
| |
| − | | |
| − | | |
| − | '''Section 1: Role, Number, Qualification, Term and Compensation'''
| |
| − | | |
| − | There shall be five officers, a President, a Vice President, a Recording Secretary, a Membership Secretary, and a Treasurer. Each officer must be a member and each officer shall serve from the time of their election until their successor is elected<s> and qualifies</s>. No officer may serve more than 3 consecutive terms.<s> 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.</s>'''Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred during official business.''' | |
| − | | |
| − | | |
| − | '''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 4.1: Duties of the Recording 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 4.2: Duties of the Membership Secretary'''
| |
| − | | |
| − | The Membership Secretary shall be responsible for maintaining membership records and other matters related to member records, and for serving all other duties of a Membership 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'''
| |
| − | DELETE THIS SECTION AS UNNECESSARY AND DEFINED IN THE NEXT ARTICLE
| |
| − | <s>
| |
| − | 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.
| |
| − | </s>
| |
| − | | |
| − | == Article V: The Board of Directors ==
| |
| − | | |
| − | | |
| − | '''Section 1: Role, Size, Term and Compensation'''
| |
| − | | |
| − | The board of directors shall consist of the '''five''' elected Officers as defined in Article IV, '''three''' elected at-large directors, and the immediate Past-President, if the current president is not re-elected <s>, all of whom are considered directors for the purposes of this article. All directors must be 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.</s> 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 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.<s> Minutes shall follow the [[standing rules]] for meetings as approved at an annual meeting.</s> Minutes of each board meeting shall be available electronically to members.
| |
| − | | |
| − | | |
| − | '''Section 3: Elections'''
| |
| − | | |
| − | Each member <s>present</s> 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. <s>If more than two members are candidates for at-large director, each voting member present shall rank the candidates. </s>For at-large members, the 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. <s> Vacancies on the board shall be filled at the next regular meeting using the applicable process outlined in Section 3.</s>
| |
| − | | |
| − | | |
| − | '''Section 7: Conflict of Interest'''
| |
| − | | |
| − | Any officer or director who has a financial, personal, or official interest in, or conflict <s>(or appearance of a conflict)</s> 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 <s> and will vacate his seat and refrain from discussion and </s> from 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.
| |
