Baltimore Node Wiki - User contributions [en]

Bylaws

2017-02-27T14:56:09Z

Madmaze: Changes as per 2017 Annual meeting.

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== Article 1: Purpose ==
=== Section 1: IRC Section 501(c)(3) Purposes ===
This corporation is organized exclusively for charitable, religious, educational, and scientific purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

=== Section 2: Specific Objectives and Purposes ===
Baltimore Node Corporation seeks to create and sustain an environment that promotes the creative use of technology for the benefit of art, science and culture. To this end the Corporation shall:

# Establish and maintain a physical space within the City of Baltimore that fosters creative technological exploration and invention.
# Support a nurturing community of makers devoted to extending Baltimore Node's purpose through education and collaboration.
# Empower Baltimore Node's members to create, experiment and invent interesting and novel ways of using technology.
# Encourage and support the sharing of research, experiments and knowledge with our community and the world.
# Actively engage with the community of Baltimore on issues aligned with Baltimore Node’s purpose.

== Article 2: Offices ==
=== Section 1: Principal Office ===
The principal office of the corporation is located in Baltimore City, State of Maryland.

=== Section 2: Change of Address ===
The designation of the city, county or state of the corporation's principal office may be changed by amendment of these bylaws. The members may change the principal office from one location to another within the named city by noting the changed address and effective date below, and such change of address shall not be deemed, nor require, an amendment of these bylaws.

'''New Address:''' 120 W North Ave. Baltimore, MD, 21201

'''Dated:''' 9/1/09

'''New Address:''' 403 E Oliver Street, Baltimore, MD

'''Dated:''' 3/1/13

'''New Address:''' 2106 N Lovegrove Street, Baltimore, MD

'''Dated:''' 4/1/15

=== Section 3: Other offices ===
The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the members may, from time to time, designate.

== Article 3: Membership ==
=== Section 1: Designation of Membership Classes ===
Baltimore Node shall have a single membership class, that of member.

=== Section 2: Becoming a member ===
Any person who submits a freely available membership application, supports the purposes laid out in Article I of these bylaws, and meets the requirements of the Baltimore Node Membership Rules, Guidelines, & Policies, is qualified to become a member. Any qualified person may become a member with the acceptance of an officer. A vote to affirm a qualified person must occur for the member to become a keyholder. Existing members should consider the qualified person's commitment to the corporation's purposes, trustworthiness and any relevant risks before affirming a qualified person with their vote. If a member is unable to assess these considerations, they should make an effort to get to know the qualified person so they can make a proper assessment.

=== Section 3: Membership Dues ===
Membership dues must be paid in full to be considered a member. Members who fail to pay their dues will lose all rights and privileges associated with membership, except for those guaranteed by Law, until such time as their dues are paid in full and certified by the Treasurer. The Treasurer shall be responsible for notifying the Board of Directors and the offending member immediately when a member fails to pay dues in a given month.

The amount, payment period, due date and acceptable methods for collection of dues shall be reviewed each year at the annual meeting. One half of the voting power present at any meeting may change the procedure and terms for payment of dues. Member dues may be waived for up to three months due to financial hardship or relocation by written petition signed by more than three quarters (3/4ths) of the Board of Directors. Payment of dues may be waived for any other reason only by members at a duly called meeting.

=== Section 4: Membership Rights and Responsibilities ===
Each 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 member shall exercise only one vote for each decision before the corporation. Each member's vote shall not be worth more than another member's vote. Member votes may not be transferred to other entities or other members. Members shall not be allowed to have another member determine their vote or vote in their absence. Each member shall have reasonable inspection rights of corporate records. Each member shall be responsible for timely payment of dues, providing their current address, contact information, and preference for electronic receipt of communications. Each member is responsible for continuing to support the purposes of the corporation.

=== Section 5: Nonliability of Members ===
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

=== Section 6: Membership Resignation and Termination ===
Any member may resign by filing a written resignation with the Secretary. Resignation shall not relieve a member of unpaid dues or other monies owed. Membership may be suspended for non-payment of dues by the Treasurer. Any suspended member may restore their membership 90 days after suspension upon payment of dues owed and payable through one month beyond the end of the suspension period, or upon the granting of a dues waiver as outlined in Section 4. Membership may also be terminated for any reason by written petition signed by more than three quarters (3/4ths) of the board of directors as defined in Article 6 Section 2. Suspended membership is effective immediately. Once a membership has been terminated the president must send out notification with in 24 hours. The membership may overturn any suspended membership with one half (½) of the membership voting to overturn. An overturned suspension immediately initiates a new round of elections for officers as detailed in Article 6 Section 4. No more than five (5) suspensions per 30 days.

=== Section 7: Baltimore Node Membership Rules, Guidelines, & Policies ===
All members must follow the rules and guidelines as stated in the "Baltimore Node Membership Rules, Guidelines, & Policies" in order to be a member. They must be aware signing makes you held accountable to the rules and regulations as stated by the "Baltimore Node Membership Rules, Guidelines, & Policies".

== Article 4: Meetings ==

=== Section 1: Regular Meetings ===
The time, location, and frequency will be determined at the annual meeting by a vote of the members present. A different meeting place or time may be designated by the board of directors. Regular meetings shall not take place on the day before, upon, or after a federal holiday unless specifically approved at the prior meeting.

=== Section 2: Annual Meetings ===
An annual meeting of all members shall take place sometime in January, February or March. The President shall select the date, time and place no later than January 31 of each year. The date, time and place of the annual meeting must be submitted to members electronically at least two weeks prior to the annual meeting. A petition signed by more than three quarters (3/4ths) of voting members and submitted to the Board of Directors before Valentine's Day may specify a new date, time and place for the annual meeting. At the annual meeting, the members shall elect Officers and the Board of Directors, review and vote on the standing rules and policies of the corporation, receive reports on the activities of the corporation, approve the budget and determine the direction of corporation in the coming year.

=== Section 3: Special Meetings ===
A petition physical or electronic presented to all members and signed by one third (1/3) of members may call a special meeting. Such a petition must include the date, time, place and agenda of the special meeting.

=== Section 4: Notice of Meetings ===
The time and place of upcoming meetings shall be conspicuously posted at the principal office and electronically sent to all voting members. Special meetings require 72 hours notice considered delivered only when all voting members are personally notified and given an opportunity to sign a special meeting petition.

=== Section 5: Quorum ===
One third (33%) of the voting power shall constitute a quorum. If the voting power is not evenly divisible by three, any fractional remainder shall be rounded up. For example, in the case that voting power is equal to seven (7), a quorum shall be three (3). If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting shall be the act of the members, unless the vote of a greater number is required by these bylaws or the Law.

=== Section 6: Voting ===
When a quorum is present, all issues, except when otherwise specified in these bylaws, shall be decided by affirmative voice vote of more than one half (1/2) of the voting power present. A motion, seconded and carried by one third (1/3) of voting power present, shall force the voting on a particular issue to be conducted by secret ballot.

=== Section 7: Internet Voting ===
If a matter cannot wait for a regular meeting or if the president deems it appropriate, the president may propose a vote to the membership via writing through the internet. The president must make reasonable efforts to contact the membership electronically, including emailing the relevant mailing lists. Members may vote either "yes" or "no" on the internet vote. When the president calls to resolve the internet vote, the motion passes if the "yes" votes outnumber the "no" votes and fails otherwise. The president may not call to resolve the internet vote until at least 24 hours have passed since a quorum's worth of the membership has voted on the proposal. If the vote has not passed in 2 weeks since it was proposed, it will be automatically dropped.

== Article 5: Officers ==
=== Section 1: Role, Number, Qualification, Term and Compensation ===

There shall be four officers, consisting of President, Vice President, Secretary, and Treasurer. Each officer must be a 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 meetings or designate an alternate, attempt to achieve consensus in all decision-making where consensus is required, 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 assist the President in organizing meetings of the membership, provide notice to the membership of all meetings of the members and of the board of directors, 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 record keeping including membership and board meeting actions and petitions, posting and distributing copies of membership meeting minutes and relevant meeting agendas to the membership, assuring that corporate records are maintained, maintaining an up-to-date roster of members contact information and serving all other duties of a Secretary as required by law or custom.

=== Section 5: Duties of the Treasurer ===

The Treasurer shall be custodian of corporate funds, collect dues, make a financial report for each meeting, assist in the preparation of the budget, develop fundraising plans, make financial information available to members and the public, and serve all other duties of a Treasurer as required by law or custom.
#Any member who is elected for the position of Treasurer must provide copies of at least one form of government issued photo identification to the secretary and members of the board

=== Section 6: Duties of the Officers as a whole ===

The Officers must prepare an annual report to be distributed at the annual meeting. The report should 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. Any decisions not mandated by Maryland law or these bylaws to fall with the Officers may only be delegated to the Officers by a vote of the membership to amend these bylaws to explicitly give the Officers such decision making power. Any policy, agreement, or process affecting the organization at-large will, unless stated otherwise in these bylaws, be decided upon by the voting membership.

=== Section 7: Officer Elections ===
Officer elections will take place at each annual meeting. Each member present shall be given an opportunity to be a candidate for each officer position. If there is more than one candidate for an officer position, the candidate which obtains the highest number votes in the election process outlined below shall be elected. If there are no candidates for an officer position, the outgoing officeholder may, if eligible, elect to serve another term or select any willing member to serve in that position. Voting will begin with the office of President, and proceed in the order of Vice President, Secretary, and Treasurer. The election of each office will following the following steps:
# Members may nominate themselves or any other member to be a candidate for any office. If a member nominates a member other than themself, the nominated member must accept the nomination before being considered a candidate. Non-present members may be nominated, or nominate themself, only if they have given written notice to the Secretary in advance of the annual meeting indicating their acceptance of any such nomination.
# Each candidate will be given equal opportunity to speak to the voting members. Non-present nominees may file a statement with the Secretary in advance of the meeting to be read aloud by the Secretary. Candidates may use any of their allotted time to field questions from the members present.
# Voting will commence by secret ballot. Two non-candidate members will collect no more than one vote from each member present and then count all collected votes twice.
# The total votes cast for each candidate will be announced, in unison, by the two members who counted the ballots. In the event of a tie for the most votes, another vote will be held with only the tied candidates eligible to receive votes.
# Once an office is filled, the next office is brought up for a vote. Candidates who did not win in a previous vote are eligible to run for other offices.

=== Section 8: Resignation, Termination and Vacancies ===
Any officer may resign by filing a written resignation with the Secretary. An Officer may be terminated in their role by written petition signed by more than two thirds (2/3rd) of the voting power. Vacant offices shall be filled at the next regular meeting or special meeting using the applicable processes outlines in these bylaws.

=== Section 9: Policies ===
The officers may put in place as needed new policies for the continued operations of the organization by a vote of ¾ (3/4) of the officers. When a new policy is enacted the officers must notify the mailing list with the written policy as well as a reason for enacting the policy. The membership may reject the new policy in accordance with the internet voting (Article 4 Section 7). Policies will need to be written down and saved with other official documents.

== Article 6: Board of Directors ==
=== Section 1: Responsibilities ===
The Board of Directors shall fulfill all roles required by Maryland law. Any decisions not mandated by Maryland law to fall with the Board of Directors may only be delegated to the Board of Directors by a vote of the membership to amend these bylaws to explicitly give the board of directors such decision making power. Any policy, agreement, or process affecting the organization at-large will, unless stated otherwise in these bylaws, be decided upon by the voting membership.

=== Section 2: Size, Term and Compensation ===
The board of directors shall consist of no fewer than four (4) and no more than twelve (12) members. The four Officers defined in Article IV will serve as bona fide directors. Each director shall serve from the time of their election until their successor is elected and qualifies. No director may serve more than five (5) 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.

=== Section 3: Meetings, Quorum, and Voting ===
The Board of Directors shall meet when necessary, provided all members receive notice sent electronically at least five business days prior to the meeting. All members may attend a meeting of the board of directors. The notice shall give the time, place, reason for calling the meeting, and the agenda for said meeting. Minutes of each board meeting shall be electronically distributed to all members within forty eight (48) hours. Two thirds of board members at a duly called board member meeting shall constitute a quorum. 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 directors present.

=== Section 4: Elections ===
The four Officers serving on the Board of Directors shall be elected in the manner described in Article IV, Section 7 of these bylaws. The remaining directors shall be elected at the annual meeting by the members present. Any member may nominate any person to be a candidate for director. The nominating member must provide a written narrative to the membership in advance of the annual meeting which describes the nominee's qualifications for a directorship. The nominee must be present at the annual meeting or send written notice to the Secretary in advance of the annual meeting indicating acceptance of nomination and willingness to carry out the duties of Director. A candidate for director must be approved by three quarters (3/4ths) of the membership present at the annual meeting.

=== Section 5: Resignation, Termination and Vacancies ===
Any director may resign by filing a written resignation with the Secretary. A director may be terminated in their role by written petition signed by more than three quarters (3/4ths) of the membership. Vacancies on the board shall be filled at the next regular meeting using the applicable processes outlines in these bylaws.

== Article 7: Fiscal Year ==
The fiscal year of the Corporation shall be from January 1st to December 31st.

== Article 8: Execution of Instruments, Deposits and Funds ==
=== Section 1: Execution of Instruments ===
The members by a vote, except as otherwise provided in these bylaws, may authorize any officer 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, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

===Section 2: Checks and Notes ===
Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer or signed by the president of the corporation.

===Section 3: Deposits ===
All funds of the corporation shall 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 4: Gifts ===
The board of directors or a vote of the members may accept on behalf of the corporation any contribution, gift, bequest, or device for the nonprofit purposes of this corporation.

== Article 9: Indemnification, Exoneration and Insurance ==
=== Section 1: Indemnification ===
The Corporation shall indemnify its directors and officers to the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, including the advancement of related expenses, upon a determination by the Board of Directors or independent legal counsel appointed by the Board of Directors (who may be regular counsel for the corporation) made in accordance with applicable statutory standards; provided, however, such indemnification shall only be to the extent permitted of organizations which are exempt from Federal income tax under section 501(C)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law).

=== Section 2: Exoneration ===
To the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, no director or officer of this Corporation shall be personally liable to the Corporation or its members for money damages; provided, however, that the foregoing limitation of director and officer liability shall only be to the extent permitted of organizations which are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986) or the corresponding provisions of any future United States Internal Revenue Law). No amendment of the Articles of Incorporation or repeal of any of its provisions shall limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission which occurred prior to such amendment or repeal.

=== Section 3: Insurance ===
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation is or was serving any of the entity at the request of the Corporation, and in any capacity, against any liability, asserted against and incurred by such person in any such capacity or arising out of such person's position, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the Article.

== Article 10: Conflicts of Interest ==
Any director, officer, or member having an interest in a contract or other transaction or determination presented to the Board of Directors or the membership for recommendation, authorization, approval or ratification shall give prompt, full and frank disclosure of his or her interest to the Board of Directors prior to its acting on such contract or transaction. The Board of Directors shall thereupon determine, by half of the voting power present, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contact, transaction or determination. Such person may not be counted in determining the existence of a quorum at any meeting where the contract, transaction, or determination is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable the abstention from voting and participation, and whether a quorum was present.

==Article 11: Intellectual Property==
The Corporation shall make no claim to any intellectual property created by members or created using Corporation resources or facilities. The Corporation shall not hold or seek patents.

== Article 12: Amendment of Bylaws ==
These bylaws may be amended or revised only when an amendment proposal petition is approved at a membership meeting and signed by more than half (1/2) of voting members. Written notice of such petition must be submitted electronically to all members.

== Article 13: Construction and Terms ==
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.
Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.
All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
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 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

== Article 14: Dissolution ==
Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Bylaws

2017-02-27T14:45:53Z

Madmaze: /* Section 2: Change of Address */ updated address

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== Article 1: Purpose ==
=== Section 1: IRC Section 501(c)(3) Purposes ===
This corporation is organized exclusively for charitable, religious, educational, and scientific purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

=== Section 2: Specific Objectives and Purposes ===
Baltimore Node Corporation seeks to create and sustain an environment that promotes the creative use of technology for the benefit of art, science and culture. To this end the Corporation shall:

# Establish and maintain a physical space within the City of Baltimore that fosters creative technological exploration and invention.
# Support a nurturing community of makers devoted to extending Baltimore Node's purpose through education and collaboration.
# Empower Baltimore Node's members to create, experiment and invent interesting and novel ways of using technology.
# Encourage and support the sharing of research, experiments and knowledge with our community and the world.
# Actively engage with the community of Baltimore on issues aligned with Baltimore Node’s purpose.

== Article 2: Offices ==
=== Section 1: Principal Office ===
The principal office of the corporation is located in Baltimore City, State of Maryland.

=== Section 2: Change of Address ===
The designation of the city, county or state of the corporation's principal office may be changed by amendment of these bylaws. The members may change the principal office from one location to another within the named city by noting the changed address and effective date below, and such change of address shall not be deemed, nor require, an amendment of these bylaws.

'''New Address:''' 120 W North Ave. Baltimore, MD, 21201

'''Dated:''' 9/1/09

'''New Address:''' 403 E Oliver Street, Baltimore, MD

'''Dated:''' 3/1/13

'''New Address:''' 2106 N Lovegrove Street, Baltimore, MD

'''Dated:''' 4/1/15

=== Section 3: Other offices ===
The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the members may, from time to time, designate.

== Article 3: Membership ==
=== Section 1: Designation of Membership Classes ===
Baltimore Node shall have a single membership class, that of member.

=== Section 2: Becoming a member ===
Any person who submits a freely available membership application, supports the purposes laid out in Article I of these bylaws, and meets the requirements of the Baltimore Node Membership Rules, Guidelines, & Policies, is qualified to become a member. Any qualified person may become a member at any regular meeting by an affirmative vote of more than three quarters (3/4ths) of voting power present. A vote to affirm a qualified person as a member may only occur if the qualified person is present for the vote. Existing members should consider the qualified person's commitment to the corporations purposes, trustworthiness and any relevant risks before affirming a qualified person with their vote. If a member is unable to assess these considerations, they should make an effort to get the know the qualified person so they can make a proper assessment.

=== Section 3: Membership Dues ===
Membership dues must be paid in full to be considered a member. Members who fail to pay their dues will lose all rights and privileges associated with membership, except for those guaranteed by Law, until such time as their dues are paid in full and certified by the Treasurer. The Treasurer shall be responsible for notifying the Board of Directors and the offending member immediately when a member fails to pay dues in a given month.

The amount, payment period, due date and acceptable methods for collection of dues shall be reviewed each year at the annual meeting. One half of the voting power present at any meeting may change the procedure and terms for payment of dues. Member dues may be waived for up to three months due to financial hardship or relocation by written petition signed by more than three quarters (3/4ths) of the Board of Directors. Payment of dues may be waived for any other reason only by members at a duly called meeting.

=== Section 4: Membership Rights and Responsibilities ===
Each 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 member shall exercise only one vote for each decision before the corporation. Each member's vote shall not be worth more than another member's vote. Member votes may not be transferred to other entities or other members. Members shall not be allowed to have another member determine their vote or vote in their absence. Each member shall have reasonable inspection rights of corporate records. Each member shall be responsible for timely payment of dues, providing their current address, contact information, and preference for electronic receipt of communications. Each member is responsible for continuing to support the purposes of the corporation.

=== Section 5: Nonliability of Members ===
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

=== Section 6: Membership Resignation and Termination ===
Any member may resign by filing a written resignation with the Secretary. Resignation shall not relieve a member of unpaid dues or other monies owed. Membership may be suspended for non-payment of dues by the Treasurer. Any suspended member may restore their membership 90 days after suspension upon payment of dues owed and payable through one month beyond the end of the suspension period, or upon the granting of a dues waiver as outlined in Section 4. Membership may also be terminated for any reason by written petition signed by more than three quarters (3/4ths) of the board of directors as defined in Article 6 Section 2. Suspended membership is effective immediately. Once a membership has been terminated the president must send out notification with in 24 hours. The membership may overturn any suspended membership with one half (½) of the membership voting to overturn. An overturned suspension immediately initiates a new round of elections for officers as detailed in Article 6 Section 4. No more than five (5) suspensions per 30 days.

=== Section 7: Baltimore Node Membership Rules, Guidelines, & Policies ===
All members must follow the rules and guidelines as stated in the "Baltimore Node Membership Rules, Guidelines, & Policies" in order to be a member. They must be aware signing makes you held accountable to the rules and regulations as stated by the "Baltimore Node Membership Rules, Guidelines, & Policies".

== Article 4: Meetings ==

=== Section 1: Regular Meetings ===
The time, location, and frequency will be determined at the annual meeting by a vote of the members present. A different meeting place or time may be designated by the board of directors. Regular meetings shall not take place on the day before, upon, or after a federal holiday unless specifically approved at the prior meeting.

=== Section 2: Annual Meetings ===
An annual meeting of all members shall take place sometime in January, February or March. The President shall select the date, time and place no later than January 31 of each year. The date, time and place of the annual meeting must be submitted to members electronically at least two weeks prior to the annual meeting. A petition signed by more than three quarters (3/4ths) of voting members and submitted to the Board of Directors before Valentine's Day may specify a new date, time and place for the annual meeting. At the annual meeting, the members shall elect Officers and the Board of Directors, review and vote on the standing rules and policies of the corporation, receive reports on the activities of the corporation, approve the budget and determine the direction of corporation in the coming year.

=== Section 3: Special Meetings ===
A petition physical or electronic presented to all members and signed by one third (1/3) of members may call a special meeting. Such a petition must include the date, time, place and agenda of the special meeting.

=== Section 4: Notice of Meetings ===
The time and place of upcoming meetings shall be conspicuously posted at the principal office and electronically sent to all voting members. Special meetings require 72 hours notice considered delivered only when all voting members are personally notified and given an opportunity to sign a special meeting petition.

=== Section 5: Quorum ===
One third (33%) of the voting power shall constitute a quorum. If the voting power is not evenly divisible by three, any fractional remainder shall be rounded up. For example, in the case that voting power is equal to seven (7), a quorum shall be three (3). If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting shall be the act of the members, unless the vote of a greater number is required by these bylaws or the Law.

=== Section 6: Voting ===
When a quorum is present, all issues, except when otherwise specified in these bylaws, shall be decided by affirmative voice vote of more than one half (1/2) of the voting power present. A motion, seconded and carried by one third (1/3) of voting power present, shall force the voting on a particular issue to be conducted by secret ballot.

=== Section 7: Internet Voting ===
If a matter cannot wait for a regular meeting or if the president deems it appropriate, the president may propose a vote to the membership via writing through the internet. The president must make reasonable efforts to contact the membership electronically, including emailing the relevant mailing lists. Members may vote either "yes" or "no" on the internet vote. When the president calls to resolve the internet vote, the motion passes if the "yes" votes outnumber the "no" votes and fails otherwise. The president may not call to resolve the internet vote until at least 24 hours have passed since a quorum's worth of the membership has voted "yes" to the proposal. If the vote has not passed in 2 weeks since it was proposed, it will be automatically dropped.

== Article 5: Officers ==
=== Section 1: Role, Number, Qualification, Term and Compensation ===

There shall be four officers, consisting of President, Vice President, Secretary, and Treasurer. Each officer must be a 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 meetings or designate an alternate, attempt to achieve consensus in all decision-making where consensus is required, 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 assist the President in organizing meetings of the membership, provide notice to the membership of all meetings of the members and of the board of directors, 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 record keeping including membership and board meeting actions and petitions, posting and distributing copies of membership meeting minutes and relevant meeting agendas to the membership, assuring that corporate records are maintained, maintaining an up-to-date roster of members contact information and serving all other duties of a Secretary as required by law or custom.

=== Section 5: Duties of the Treasurer ===

The Treasurer shall be custodian of corporate funds, collect dues, make a financial report for each meeting, assist in the preparation of the budget, develop fundraising plans, make financial information available to members and the public, and serve all other duties of a Treasurer as required by law or custom.
#Any member who is elected for the position of Treasurer must provide copies of at least one form of government issued photo identification to the secretary and members of the board

=== Section 6: Duties of the Officers as a whole ===

The Officers must prepare an annual report to be distributed at the annual meeting. The report should 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. Any decisions not mandated by Maryland law or these bylaws to fall with the Officers may only be delegated to the Officers by a vote of the membership to amend these bylaws to explicitly give the Officers such decision making power. Any policy, agreement, or process affecting the organization at-large will, unless stated otherwise in these bylaws, be decided upon by the voting membership.

=== Section 7: Officer Elections ===
Officer elections will take place at each annual meeting. Each member present shall be given an opportunity to be a candidate for each officer position. If there is more than one candidate for an officer position, the candidate which obtains the highest number votes in the election process outlined below shall be elected. If there are no candidates for an officer position, the outgoing officeholder may, if eligible, elect to serve another term or select any willing member to serve in that position. Voting will begin with the office of President, and proceed in the order of Vice President, Secretary, and Treasurer. The election of each office will following the following steps:
# Members may nominate themselves or any other member to be a candidate for any office. If a member nominates a member other than themself, the nominated member must accept the nomination before being considered a candidate. Non-present members may be nominated, or nominate themself, only if they have given written notice to the Secretary in advance of the annual meeting indicating their acceptance of any such nomination.
# Each candidate will be given equal opportunity to speak to the voting members. Non-present nominees may file a statement with the Secretary in advance of the meeting to be read aloud by the Secretary. Candidates may use any of their allotted time to field questions from the members present.
# Voting will commence by secret ballot. Two non-candidate members will collect no more than one vote from each member present and then count all collected votes twice.
# The total votes cast for each candidate will be announced, in unison, by the two members who counted the ballots. In the event of a tie for the most votes, another vote will be held with only the tied candidates eligible to receive votes.
# Once an office is filled, the next office is brought up for a vote. Candidates who did not win in a previous vote are eligible to run for other offices.

=== Section 8: Resignation, Termination and Vacancies ===
Any officer may resign by filing a written resignation with the Secretary. An Officer may be terminated in their role by written petition signed by more than two thirds (2/3rd) of the voting power. Vacant offices shall be filled at the next regular meeting or special meeting using the applicable processes outlines in these bylaws.

== Article 6: Board of Directors ==
=== Section 1: Responsibilities ===
The Board of Directors shall fulfill all roles required by Maryland law. Any decisions not mandated by Maryland law to fall with the Board of Directors may only be delegated to the Board of Directors by a vote of the membership to amend these bylaws to explicitly give the board of directors such decision making power. Any policy, agreement, or process affecting the organization at-large will, unless stated otherwise in these bylaws, be decided upon by the voting membership.

=== Section 2: Size, Term and Compensation ===
The board of directors shall consist of no fewer than four (4) and no more than twelve (12) members. The four Officers defined in Article IV will serve as bona fide directors. Each director shall serve from the time of their election until their successor is elected and qualifies. No director may serve more than five (5) 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.

=== Section 3: Meetings, Quorum, and Voting ===
The Board of Directors shall meet when necessary, provided all members receive notice sent electronically at least five business days prior to the meeting. All members may attend a meeting of the board of directors. The notice shall give the time, place, reason for calling the meeting, and the agenda for said meeting. Minutes of each board meeting shall be electronically distributed to all members within forty eight (48) hours. Two thirds of board members at a duly called board member meeting shall constitute a quorum. 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 directors present.

=== Section 4: Elections ===
The four Officers serving on the Board of Directors shall be elected in the manner described in Article IV, Section 7 of these bylaws. The remaining directors shall be elected at the annual meeting by the members present. Any member may nominate any person to be a candidate for director. The nominating member must provide a written narrative to the membership in advance of the annual meeting which describes the nominee's qualifications for a directorship. The nominee must be present at the annual meeting or send written notice to the Secretary in advance of the annual meeting indicating acceptance of nomination and willingness to carry out the duties of Director. A candidate for director must be approved by three quarters (3/4ths) of the membership present at the annual meeting.

=== Section 5: Resignation, Termination and Vacancies ===
Any director may resign by filing a written resignation with the Secretary. A director may be terminated in their role by written petition signed by more than three quarters (3/4ths) of the membership. Vacancies on the board shall be filled at the next regular meeting using the applicable processes outlines in these bylaws.

== Article 7: Fiscal Year ==
The fiscal year of the Corporation shall be from January 1st to December 31st.

== Article 8: Execution of Instruments, Deposits and Funds ==
=== Section 1: Execution of Instruments ===
The members by a vote, except as otherwise provided in these bylaws, may authorize any officer 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, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

===Section 2: Checks and Notes ===
Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer or signed by the president of the corporation.

===Section 3: Deposits ===
All funds of the corporation shall 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 4: Gifts ===
The board of directors or a vote of the members may accept on behalf of the corporation any contribution, gift, bequest, or device for the nonprofit purposes of this corporation.

== Article 9: Indemnification, Exoneration and Insurance ==
=== Section 1: Indemnification ===
The Corporation shall indemnify its directors and officers to the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, including the advancement of related expenses, upon a determination by the Board of Directors or independent legal counsel appointed by the Board of Directors (who may be regular counsel for the corporation) made in accordance with applicable statutory standards; provided, however, such indemnification shall only be to the extent permitted of organizations which are exempt from Federal income tax under section 501(C)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law).

=== Section 2: Exoneration ===
To the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, no director or officer of this Corporation shall be personally liable to the Corporation or its members for money damages; provided, however, that the foregoing limitation of director and officer liability shall only be to the extent permitted of organizations which are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986) or the corresponding provisions of any future United States Internal Revenue Law). No amendment of the Articles of Incorporation or repeal of any of its provisions shall limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission which occurred prior to such amendment or repeal.

=== Section 3: Insurance ===
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation is or was serving any of the entity at the request of the Corporation, and in any capacity, against any liability, asserted against and incurred by such person in any such capacity or arising out of such person's position, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the Article.

== Article 10: Conflicts of Interest ==
Any director, officer, or member having an interest in a contract or other transaction or determination presented to the Board of Directors or the membership for recommendation, authorization, approval or ratification shall give prompt, full and frank disclosure of his or her interest to the Board of Directors prior to its acting on such contract or transaction. The Board of Directors shall thereupon determine, by half of the voting power present, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contact, transaction or determination. Such person may not be counted in determining the existence of a quorum at any meeting where the contract, transaction, or determination is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable the abstention from voting and participation, and whether a quorum was present.

==Article 11: Intellectual Property==
The Corporation shall make no claim to any intellectual property created by members or created using Corporation resources or facilities. The Corporation shall not hold or seek patents.

== Article 12: Amendment of Bylaws ==
These bylaws may be amended or revised only when an amendment proposal petition is approved at a membership meeting and signed by more than half (1/2) of voting members. Written notice of such petition must be submitted electronically to all members.

== Article 13: Construction and Terms ==
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.
Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.
All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
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 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

== Article 14: Dissolution ==
Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Membership Agreement

2015-04-06T12:06:50Z

Madmaze: This update was agreed upon during the 2015 Annual Meeting.

__NOTOC__
A copy of this document must be signed by new members at the meeting at which they are confirmed. A properly formatted version of this can be found here: https://docs.google.com/document/d/1ECq11FiElI1nvXbSlYq8dNV5cZbGZ9-ZylutufyRXDA/edit?usp=sharing

== Membership Rights and Privileges ==
All members of the Baltimore Node receive:
* Access to the space to work on projects either on your own or in collaboration with other members
* Use of all community tools and equipment within the space
* Free or Reduced cost access to all workshops and events, material costs may be extra.
* A designated area to store in-progress work
* A voice and a vote in all decisions affecting the Baltimore Node

== Dues ==
Dues are $50/month for a Regular Membership, $75/month for a Family Membership and $25/month for a Student Membership. Dues for each month must be paid by the 20th of the preceding month. For example, April dues should be paid by March 20th. Dues should be paid online. Under special circumstances we will also accept cash or check payments, such payments must be delivered directly to the treasurer. Checks should be made out to “Baltimore Node Corporation”.
Newly elected members dues must be paid upon affirmation of membership.

________ 
Initials

== Key Access ==
Keys provide current members with 24/7 access to the space. Members may request a key by providing a valid photo ID (driver's license, passport, etc.). Upon termination of membership, the terminating member must surrender all keys to a current officer.

________ 
Initials

== Use of Tools and Machinery ==
The Baltimore Node provides access to various potentially hazardous tools and pieces of equipment. In order to ensure that these are used properly and safely, every member is required to certify that they know how to safely and properly use each major tool. Every member is responsible for keeping their own “Power tools are Dangerous!” form up to date. Please see attached form.

________ 
Initials

== Release of Liability ==
In consideration for my being permitted to participate in the activities of the Baltimore Node, I agree to the following waiver and release:

ASSUMPTION OF RISK: I acknowledge that inherent risks, dangers and hazards exist when using hand tools, power tools, working with or constructing electronic circuits, soldering, welding or otherwise working with metal, using chemicals or building materials and other related activities. Participation in these activities and the use of equipment associated with electronics, manufacturing, construction and scientific practices may result in injury, illness, death or damage to personal property. These risks and dangers may be caused by myself, other participants, by accident, acts of nature or other causes. Risks and dangers may arise from foreseeable or unforeseeable causes including, but not limited to electrocution, burns, impalement, injury from slips or falls, or loss of limb.

RELEASE OF LIABILITY: I fully assume all risks associated with participation in events and exempt and release Baltimore Node, its members, officers, agents, and directors from liability arising out of any damage, loss or injury to the participant or the participant’s property while upon the premises or using any equipment of the organization or while participating in any of the activities contemplated by this agreement whether such loss, damage, or injury results from the negligence of the corporation, its members, agents, or from some other cause. I release and forever discharge the Baltimore Node from any claim whatsoever which arises or may arise on account of any first-aid treatment or other medical services rendered in connection with an emergency in the course of my participation with the Baltimore Node.

COVENANT NOT TO SUE: I agree never to institute any suit or action at law otherwise against Baltimore Node, its members, officers, board members, agents, nor to initiate or any way assist the prosecution of any claim for damages or course of action which I my heirs, executors or administrators hereafter may have by reason of injury to me or to my property arising from the activities contemplated by this agreement.

THIRD PARTY INDEMNIFICATION: I will indemnify, save, and hold harmless Baltimore Node, its members, officers, board members, or agents from any and all losses, claims, actions, or proceedings of every kind and character which may be presented or initiated by any other persons or organizations and which arise directly or indirectly from my actions while engaged in the activities contemplated by this agreement.

VOLUNTEER SERVICES: I may provide volunteer services for the Baltimore Node and engage in activities related to such volunteer services. I understand that the scope of my relationship with the Baltimore Node is limited to a volunteer position and that no compensation is expected in return for services I provide. The Baltimore Node will not provide any benefits traditionally associated with employment to me. I am responsible for my own insurance coverage in the event of personal injury or illness as a result of the my volunteer service to the Baltimore Node. Further, I understand that the Baltimore Node does not assume any responsibility for or obligation to provide me with financial or other assistance, including but not limited to medical, health, or disability benefits or insurance of any nature in the event of my injury, illness, death, or damage to my property. I expressly waive any such claim for compensation or liability on the part of the Baltimore Node.

In the event that any clause or provision of this Release is deemed invalid, the enforceability of the remaining provisions of this Release shall not be affected.

This Release is intended to be broadly construed and shall be governed by and interpreted in accordance with the laws of the State of Maryland.

I hereby acknowledge that I have CAREFULLY read all of the provisions above, fully understand the terms and conditions expressed there, and do freely choose acceptance of the provisions of the foregoing paragraphs relating to assumption of risk, release of liability, covenant not to sue, third party indemnification, and volunteer services.

________ 
Initials

== Intellectual Property ==
Baltimore Node makes no claim to any intellectual property created by Baltimore Node members or created using Baltimore Node resources or facilities. Members are strongly encouraged, but not required, to make freely available under an open source license approved by Open Source Initiative (OSI) or a Creative Commons (CC) license, any documentation, schematics, plans, and/or source code created using Baltimore Node resources or facilities. Any member working on a project that is NOT licensed under an OSI approved or CC license should inform collaborating members of the project's licensing terms BEFORE collaborating.

________ 
Initials

== Disclaimer ==
Baltimore Node provides all services “as is”, as a service, and not as a lease of real property, and disclaim all warranties and conditions, whether express, implied or statutory, including, but not limited to, merchantability, fitness for a particular purpose or use. There is also no warranty of title, quiet enjoyment or possession. the entire risk of participating in or using the Baltimore Node service, remains with you.

 
_____________________________________________________ 
Name of new member

 
_____________________________________________________ 
Signature of new member                                             Date

 
_____________________________________________________ 
Name of parent or guardian if member is less than 18 years old

 
_____________________________________________________ 
Signature of parent of guardian                                     Date

== Power tools are Dangerous! (the form) ==
By initialing below I acknowledge that I know how to safely and properly use the tool and take full responsibility for its use, my own personal safety, and the safety of others working around me. If I am unfamiliar with any of these tools, I will reach out to other members (either in person or on the mailing list) in order to fully understand how to properly operate these tools and equipment before initialing below.

A copy of this form will be kept at the space for referencing and updating.

{| class="wikitable"
!colspan="6"|EQUIPMENT
|-
|Mitre Saw
|                                
|-
|Band Saw
|                                
|-
|Table Saw
|                                
|-
|Jointer
|                                
|-
|Planer
|                                
|-
|Belt/Disc Sander
|                                
|-
|Router Table
|                                
|-
|Drill Press
|                                
|-
|Laser Cutter
|                                
|-
|3D Printer
|                                
|-
|Radial Arm Saw
|                                
|}

2015-03-29 Meeting Notes

2015-03-29T19:32:46Z

Madmaze: /* Vote to move to RedDog's place */

[[Category:MeetingNotes]]

== Vote to move to reddawg's place ==

* Passed.
* Aim to be out of here by 4/30.
** New owners seem relaxed about end date.

* Volunteer movers: Hasdai, Mark Huson, Robyn

== State of the node ==

* $4k in account
* 31 paying members
* Big thanks to Hasdai for outreach.

== Upcoming Outreach Opportunities ==

* RobotFest the weekend we're moving
* Kathleen offers to help w/ artscape
* Y-not ?

== Taxes ==

* Officially 501c3
** Mark's lawyer friend Jack gets a big hand
* MD taxes up to date
* Federal taxes catching up

== Updated membership agreement ==

* Add list of tools, esp. dangerous ones, for sign-off-on.
* Drop expensive keys
* Add student/family membership rates
* Jack added a few clauses to liability & volunteer & contract law
* Non-members should not be using heavy power tools w/o signing release of liability form, incl. power tools section. (incl soldering irons)
** Point people at Tool Library's safety course, but not required.
** Tag tools w/ QR codes for docs & friends.
* "Free workshop access" becomes "free/reduced cost + material costs"
* "Student rate" guideline at best. "Alternative Membership Dues" section of bylaws.

* Vote passed unanimously.

== Meeting notes to wiki forever ==
* Archives, too, if possible

== Intro for new members / open hack ==

* small projects / howtos?
* New visitor concierge bell.
* Member board in new space
** Nametags, esp. for officers?

== Layout of new space ==

== New Officers ==

* Pres: Maze runs again, unopposed.
* Vice: Hasdai steps down, Robin runs unopposed.
* Secretary: Me, again, unopposed. I voted against me, all others aye.
* Treasurer: Kevin, again, unopposed.
** Note that 501(c)3 implies no more free dues for treasurer.

== Moving Budget ==

* Up-to $750 budget for moving, new space improvements, etc.
** Don't have to pay last month rent here.
* Motion to raise amount to $1000. Passed.
* Vote passed on amended motion.

== Officers fund ==

* Acknowledged that we have officers discretionary fund of up-to $300/quarter.
* Moved to up-to $300/mo. Passed.
* Vote passed.

== Moving Notes ==

* Jess asks if there is a central location of moving notes.
** I'll make a Google doc, we'll post to mailing list

User talk:P2

2015-03-27T01:53:50Z

Madmaze: Welcome!

'''Welcome to ''Nodewiki''!'''
We hope you will contribute much and well.
You will probably want to read the [[Help:Contents|help pages]].
Again, welcome and have fun! [[User:Madmaze|Madmaze]] 01:53, 27 March 2015 (UTC)

User:P2

2015-03-27T01:53:50Z

Madmaze: Creating user page with biography of new user.

User talk:Doerrie

2015-01-19T15:28:48Z

Madmaze: Welcome!

User:Doerrie

2015-01-19T15:28:48Z

Madmaze: Creating user page with biography of new user.

Bylaws

2014-10-22T17:49:59Z

Madmaze: Added Dissolution article to allow us to become a 501(c)3, signed by more than 1/2 of membership

{| align="right"
| __TOC__
|}
== Article 1: Purpose ==
=== Section 1: IRC Section 501(c)(3) Purposes ===
This corporation is organized exclusively for charitable, religious, educational, and scientific purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

=== Section 2: Specific Objectives and Purposes ===
Baltimore Node Corporation seeks to create and sustain an environment that promotes the creative use of technology for the benefit of art, science and culture. To this end the Corporation shall:

# Establish and maintain a physical space within the City of Baltimore that fosters creative technological exploration and invention.
# Support a nurturing community of makers devoted to extending Baltimore Node's purpose through education and collaboration.
# Empower Baltimore Node's members to create, experiment and invent interesting and novel ways of using technology.
# Encourage and support the sharing of research, experiments and knowledge with our community and the world.
# Actively engage with the community of Baltimore on issues aligned with Baltimore Node’s purpose.

== Article 2: Offices ==
=== Section 1: Principal Office ===
The principal office of the corporation is located in Baltimore City, State of Maryland.

=== Section 2: Change of Address ===
The designation of the city, county or state of the corporation's principal office may be changed by amendment of these bylaws. The members may change the principal office from one location to another within the named city by noting the changed address and effective date below, and such change of address shall not be deemed, nor require, an amendment of these bylaws.

'''New Address:''' 120 W North Ave. Baltimore, MD, 21201

'''Dated:''' 9/1/09

'''New Address:''' 403 E Oliver Street, Baltimore, MD

'''Dated:''' 3/1/13

'''New Address:'''

'''Dated:'''

=== Section 3: Other offices ===
The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the members may, from time to time, designate.

== Article 3: Membership ==
=== Section 1: Designation of Membership Classes ===
Baltimore Node shall have a single membership class, that of member.

=== Section 2: Becoming a member ===
Any person who submits a freely available membership application, supports the purposes laid out in Article I of these bylaws, and meets the requirements of the Baltimore Node Membership Rules, Guidelines, & Policies, is qualified to become a member. Any qualified person may become a member at any regular meeting by an affirmative vote of more than three quarters (3/4ths) of voting power present. A vote to affirm a qualified person as a member may only occur if the qualified person is present for the vote. Existing members should consider the qualified person's commitment to the corporations purposes, trustworthiness and any relevant risks before affirming a qualified person with their vote. If a member is unable to assess these considerations, they should make an effort to get the know the qualified person so they can make a proper assessment.

=== Section 3: Membership Dues ===
Membership dues must be paid in full to be considered a member. Members who fail to pay their dues will lose all rights and privileges associated with membership, except for those guaranteed by Law, until such time as their dues are paid in full and certified by the Treasurer. The Treasurer shall be responsible for notifying the Board of Directors and the offending member immediately when a member fails to pay dues in a given month.

The amount, payment period, due date and acceptable methods for collection of dues shall be reviewed each year at the annual meeting. One half of the voting power present at any meeting may change the procedure and terms for payment of dues. Member dues may be waived for up to three months due to financial hardship or relocation by written petition signed by more than three quarters (3/4ths) of the Board of Directors. Payment of dues may be waived for any other reason only by members at a duly called meeting.

=== Section 4: Membership Rights and Responsibilities ===
Each 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 member shall exercise only one vote for each decision before the corporation. Each member shall have reasonable inspection rights of corporate records. Each member shall be responsible for timely payment of dues, providing their current address, contact information, and preference for electronic receipt of communications. Each member is responsible for continuing to support the purposes of the corporation.

=== Section 5: Nonliability of Members ===
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

=== Section 7: Membership Resignation and Termination ===
Any member may resign by filing a written resignation with the Secretary. Resignation shall not relieve a member of unpaid dues or other monies owed. Membership may be suspended for non-payment of dues by the Treasurer. Any suspended member may restore their membership 90 days after suspension upon payment of dues owed and payable through one month beyond the end of the suspension period, or upon the granting of a dues waiver as outlined in Section 4. Membership may also be terminated for any reason by written petition signed by more than three quarters (3/4ths) of the board of directors as defined in Article 6 Section 2. Suspended membership is effective immediately. Once a membership has been terminated the president must send out notification with in 24 hours. The membership may overturn any suspended membership with one half (½) of the membership voting to overturn. An overturned suspension immediately initiates a new round of elections for officers as detailed in Article 6 Section 4. No more than five (5) suspensions per 30 days.

=== Section 8: Baltimore Node Membership Rules, Guidelines, & Policies ===
All members must follow the rules and guidelines as stated in the "Baltimore Node Membership Rules, Guidelines, & Policies" in order to be a member. They must be aware signing makes you held accountable to the rules and regulations as stated by the "Baltimore Node Membership Rules, Guidelines, & Policies".

== Article 4: Meetings ==

=== Section 1: Regular Meetings ===
The time, location, and frequency will be determined at the annual meeting by a vote of the members present. A different meeting place or time may be designated by the board of directors. Regular meetings shall not take place on the day before, upon, or after a federal holiday unless specifically approved at the prior meeting.

=== Section 2: Annual Meetings ===
An annual meeting of all members shall take place sometime in January, February or March. The President shall select the date, time and place no later than January 31 of each year. The date, time and place of the annual meeting must be submitted to members electronically at least two weeks prior to the annual meeting. A petition signed by more than three quarters (3/4ths) of voting members and submitted to the Board of Directors before Valentine's Day may specify a new date, time and place for the annual meeting. At the annual meeting, the members shall elect Officers and the Board of Directors, review and vote on the standing rules and policies of the corporation, receive reports on the activities of the corporation, approve the budget and determine the direction of corporation in the coming year.

=== Section 3: Special Meetings ===
A petition physical or electronic presented to all members and signed by one third (1/3) of members may call a special meeting. Such a petition must include the date, time, place and agenda of the special meeting.

=== Section 4: Notice of Meetings ===
The time and place of upcoming meetings shall be conspicuously posted at the principal office and electronically sent to all voting members. Special meetings require 72 hours notice considered delivered only when all voting members are personally notified and given an opportunity to sign a special meeting petition.

=== Section 5: Quorum ===
One third (33%) of the voting power shall constitute a quorum. If the voting power is not evenly divisible by three, any fractional remainder shall be rounded up. For example, in the case that voting power is equal to seven (7), a quorum shall be three (3). If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting shall be the act of the members, unless the vote of a greater number is required by these bylaws or the Law.

=== Section 6: Voting ===
When a quorum is present, all issues, except when otherwise specified in these bylaws, shall be decided by affirmative voice vote of more than one half (1/2) of the voting power present. A motion, seconded and carried by one third (1/3) of voting power present, shall force the voting on a particular issue to be conducted by secret ballot.

== Article 5: Officers ==
=== Section 1: Role, Number, Qualification, Term and Compensation ===

There shall be four officers, consisting of President, Vice President, Secretary, and Treasurer. Each officer must be a 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 meetings or designate an alternate, attempt to achieve consensus in all decision-making where consensus is required, 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 assist the President in organizing meetings of the membership, provide notice to the membership of all meetings of the members and of the board of directors, 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 record keeping including membership and board meeting actions and petitions, posting and distributing copies of membership meeting minutes and relevant meeting agendas to the membership, assuring that corporate records are maintained, maintaining an up-to-date roster of members contact information and serving all other duties of a Secretary as required by law or custom.

=== Section 5: Duties of the Treasurer ===

The Treasurer shall be custodian of corporate funds, collect dues, make a financial report for each meeting, assist in the preparation of the budget, develop fundraising plans, make financial information available to members and the public, and serve all other duties of a Treasurer as required by law or custom.
#Any member who is elected for the position of Treasurer must provide copies of at least one form of government issued photo identification to the secretary and members of the board

=== Section 6: Duties of the Officers as a whole ===

The Officers must prepare an annual report to be distributed at the annual meeting. The report should 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. Any decisions not mandated by Maryland law or these bylaws to fall with the Officers may only be delegated to the Officers by a vote of the membership to amend these bylaws to explicitly give the Officers such decision making power. Any policy, agreement, or process affecting the organization at-large will, unless stated otherwise in these bylaws, be decided upon by the voting membership.

=== Section 7: Officer Elections ===
Officer elections will take place at each annual meeting. Each member present shall be given an opportunity to be a candidate for each officer position. If there is more than one candidate for an officer position, the candidate which obtains the highest number votes in the election process outlined below shall be elected. If there are no candidates for an officer position, the outgoing officeholder may, if eligible, elect to serve another term or select any willing member to serve in that position. Voting will begin with the office of President, and proceed in the order of Vice President, Secretary, and Treasurer. The election of each office will following the following steps:
# Members may nominate themselves or any other member to be a candidate for any office. If a member nominates a member other than themself, the nominated member must accept the nomination before being considered a candidate. Non-present members may be nominated, or nominate themself, only if they have given written notice to the Secretary in advance of the annual meeting indicating their acceptance of any such nomination.
# Each candidate will be given equal opportunity to speak to the voting members. Non-present nominees may file a statement with the Secretary in advance of the meeting to be read aloud by the Secretary. Candidates may use any of their allotted time to field questions from the members present.
# Voting will commence by secret ballot. Two non-candidate members will collect no more than one vote from each member present and then count all collected votes twice.
# The total votes cast for each candidate will be announced, in unison, by the two members who counted the ballots. In the event of a tie for the most votes, another vote will be held with only the tied candidates eligible to receive votes.
# Once an office is filled, the next office is brought up for a vote. Candidates who did not win in a previous vote are eligible to run for other offices.

=== Section 8: Resignation, Termination and Vacancies ===
Any officer may resign by filing a written resignation with the Secretary. An Officer may be terminated in their role by written petition signed by more than two thirds (2/3rd) of the voting power. Vacant offices shall be filled at the next regular meeting or special meeting using the applicable processes outlines in these bylaws.

== Article 6: Board of Directors ==
=== Section 1: Responsibilities ===
The Board of Directors shall fulfill all roles required by Maryland law. Any decisions not mandated by Maryland law to fall with the Board of Directors may only be delegated to the Board of Directors by a vote of the membership to amend these bylaws to explicitly give the board of directors such decision making power. Any policy, agreement, or process affecting the organization at-large will, unless stated otherwise in these bylaws, be decided upon by the voting membership.

=== Section 2: Size, Term and Compensation ===
The board of directors shall consist of no fewer than four (4) and no more than twelve (12) members. The four Officers defined in Article IV will serve as bona fide directors. Each director shall serve from the time of their election until their successor is elected and qualifies. No director may serve more than five (5) 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.

=== Section 3: Meetings, Quorum, and Voting ===
The Board of Directors shall meet when necessary, provided all members receive notice sent electronically at least five business days prior to the meeting. All members may attend a meeting of the board of directors. The notice shall give the time, place, reason for calling the meeting, and the agenda for said meeting. Minutes of each board meeting shall be electronically distributed to all members within forty eight (48) hours. Two thirds of board members at a duly called board member meeting shall constitute a quorum. 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 directors present.

=== Section 4: Elections ===
The four Officers serving on the Board of Directors shall be elected in the manner described in Article IV, Section 7 of these bylaws. The remaining directors shall be elected at the annual meeting by the members present. Any member may nominate any person to be a candidate for director. The nominating member must provide a written narrative to the membership in advance of the annual meeting which describes the nominee's qualifications for a directorship. The nominee must be present at the annual meeting or send written notice to the Secretary in advance of the annual meeting indicating acceptance of nomination and willingness to carry out the duties of Director. A candidate for director must be approved by three quarters (3/4ths) of the membership present at the annual meeting.

=== Section 5: Resignation, Termination and Vacancies ===
Any director may resign by filing a written resignation with the Secretary. A director may be terminated in their role by written petition signed by more than three quarters (3/4ths) of the membership. Vacancies on the board shall be filled at the next regular meeting using the applicable processes outlines in these bylaws.

== Article 7: Fiscal Year ==
The fiscal year of the Corporation shall be from January 1st to December 31st.

== Article 8: Execution of Instruments, Deposits and Funds ==
=== Section 1: Execution of Instruments ===
The members by a vote, except as otherwise provided in these bylaws, may authorize any officer 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, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

===Section 2: Checks and Notes ===
Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer or signed by the president of the corporation.

===Section 3: Deposits ===
All funds of the corporation shall 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 4: Gifts ===
The board of directors or a vote of the members may accept on behalf of the corporation any contribution, gift, bequest, or device for the nonprofit purposes of this corporation.

== Article 9: Indemnification, Exoneration and Insurance ==
=== Section 1: Indemnification ===
The Corporation shall indemnify its directors and officers to the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, including the advancement of related expenses, upon a determination by the Board of Directors or independent legal counsel appointed by the Board of Directors (who may be regular counsel for the corporation) made in accordance with applicable statutory standards; provided, however, such indemnification shall only be to the extent permitted of organizations which are exempt from Federal income tax under section 501(C)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law).

=== Section 2: Exoneration ===
To the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, no director or officer of this Corporation shall be personally liable to the Corporation or its members for money damages; provided, however, that the foregoing limitation of director and officer liability shall only be to the extent permitted of organizations which are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986) or the corresponding provisions of any future United States Internal Revenue Law). No amendment of the Articles of Incorporation or repeal of any of its provisions shall limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission which occurred prior to such amendment or repeal.

=== Section 3: Insurance ===
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation is or was serving any of the entity at the request of the Corporation, and in any capacity, against any liability, asserted against and incurred by such person in any such capacity or arising out of such person's position, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the Article.

== Article 10: Conflicts of Interest ==
Any director, officer, or member having an interest in a contract or other transaction or determination presented to the Board of Directors or the membership for recommendation, authorization, approval or ratification shall give prompt, full and frank disclosure of his or her interest to the Board of Directors prior to its acting on such contract or transaction. The Board of Directors shall thereupon determine, by half of the voting power present, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contact, transaction or determination. Such person may not be counted in determining the existence of a quorum at any meeting where the contract, transaction, or determination is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable the abstention from voting and participation, and whether a quorum was present.

==Article 11: Intellectual Property==
The Corporation shall make no claim to any intellectual property created by members or created using Corporation resources or facilities. The Corporation shall not hold or seek patents.

== Article 12: Amendment of Bylaws ==
These bylaws may be amended or revised only when an amendment proposal petition is approved at a membership meeting and signed by more than half (1/2) of voting members. Written notice of such petition must be submitted electronically to all members.

== Article 13: Construction and Terms ==
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.
Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.
All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
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 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

== Article 14: Dissolution ==
Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Bylaws

2014-09-11T16:35:23Z

Madmaze: /* Section 2: Change of Address */

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== Article 1: Purpose ==
=== Section 1: IRC Section 501(c)(3) Purposes ===
This corporation is organized exclusively for charitable, religious, educational, and scientific purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

=== Section 2: Specific Objectives and Purposes ===
Baltimore Node Corporation seeks to create and sustain an environment that promotes the creative use of technology for the benefit of art, science and culture. To this end the Corporation shall:

# Establish and maintain a physical space within the City of Baltimore that fosters creative technological exploration and invention.
# Support a nurturing community of makers devoted to extending Baltimore Node's purpose through education and collaboration.
# Empower Baltimore Node's members to create, experiment and invent interesting and novel ways of using technology.
# Encourage and support the sharing of research, experiments and knowledge with our community and the world.
# Actively engage with the community of Baltimore on issues aligned with Baltimore Node’s purpose.

== Article 2: Offices ==
=== Section 1: Principal Office ===
The principal office of the corporation is located in Baltimore City, State of Maryland.

=== Section 2: Change of Address ===
The designation of the city, county or state of the corporation's principal office may be changed by amendment of these bylaws. The members may change the principal office from one location to another within the named city by noting the changed address and effective date below, and such change of address shall not be deemed, nor require, an amendment of these bylaws.

'''New Address:''' 120 W North Ave. Baltimore, MD, 21201

'''Dated:''' 9/1/09

'''New Address:''' 403 E Oliver Street, Baltimore, MD

'''Dated:''' 3/1/13

'''New Address:'''

'''Dated:'''

=== Section 3: Other offices ===
The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the members may, from time to time, designate.

== Article 3: Membership ==
=== Section 1: Designation of Membership Classes ===
Baltimore Node shall have a single membership class, that of member.

=== Section 2: Becoming a member ===
Any person who submits a freely available membership application, supports the purposes laid out in Article I of these bylaws, and meets the requirements of the Baltimore Node Membership Rules, Guidelines, & Policies, is qualified to become a member. Any qualified person may become a member at any regular meeting by an affirmative vote of more than three quarters (3/4ths) of voting power present. A vote to affirm a qualified person as a member may only occur if the qualified person is present for the vote. Existing members should consider the qualified person's commitment to the corporations purposes, trustworthiness and any relevant risks before affirming a qualified person with their vote. If a member is unable to assess these considerations, they should make an effort to get the know the qualified person so they can make a proper assessment.

=== Section 3: Membership Dues ===
Membership dues must be paid in full to be considered a member. Members who fail to pay their dues will lose all rights and privileges associated with membership, except for those guaranteed by Law, until such time as their dues are paid in full and certified by the Treasurer. The Treasurer shall be responsible for notifying the Board of Directors and the offending member immediately when a member fails to pay dues in a given month.

The amount, payment period, due date and acceptable methods for collection of dues shall be reviewed each year at the annual meeting. One half of the voting power present at any meeting may change the procedure and terms for payment of dues. Member dues may be waived for up to three months due to financial hardship or relocation by written petition signed by more than three quarters (3/4ths) of the Board of Directors. Payment of dues may be waived for any other reason only by members at a duly called meeting.

=== Section 4: Membership Rights and Responsibilities ===
Each 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 member shall exercise only one vote for each decision before the corporation. Each member shall have reasonable inspection rights of corporate records. Each member shall be responsible for timely payment of dues, providing their current address, contact information, and preference for electronic receipt of communications. Each member is responsible for continuing to support the purposes of the corporation.

=== Section 5: Nonliability of Members ===
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

=== Section 7: Membership Resignation and Termination ===
Any member may resign by filing a written resignation with the Secretary. Resignation shall not relieve a member of unpaid dues or other monies owed. Membership may be suspended for non-payment of dues by the Treasurer. Any suspended member may restore their membership 90 days after suspension upon payment of dues owed and payable through one month beyond the end of the suspension period, or upon the granting of a dues waiver as outlined in Section 4. Membership may also be terminated for any reason by written petition signed by more than three quarters (3/4ths) of the members.

=== Section 8: Baltimore Node Membership Rules, Guidelines, & Policies ===
All members must follow the rules and guidelines as stated in the "Baltimore Node Membership Rules, Guidelines, & Policies" in order to be a member. They must be aware signing makes you held accountable to the rules and regulations as stated by the "Baltimore Node Membership Rules, Guidelines, & Policies".

== Article 4: Meetings ==

=== Section 1: Regular Meetings ===
The time, location, and frequency will be determined at the annual meeting by a vote of the members present. A different meeting place or time may be designated by the board of directors. Regular meetings shall not take place on the day before, upon, or after a federal holiday unless specifically approved at the prior meeting.

=== Section 2: Annual Meetings ===
An annual meeting of all members shall take place sometime in January, February or March. The President shall select the date, time and place no later than January 31 of each year. The date, time and place of the annual meeting must be submitted to members electronically at least two weeks prior to the annual meeting. A petition signed by more than three quarters (3/4ths) of voting members and submitted to the Board of Directors before Valentine's Day may specify a new date, time and place for the annual meeting. At the annual meeting, the members shall elect Officers and the Board of Directors, review and vote on the standing rules and policies of the corporation, receive reports on the activities of the corporation, approve the budget and determine the direction of corporation in the coming year.

=== Section 3: Special Meetings ===
A petition physical or electronic presented to all members and signed by one third (1/3) of members may call a special meeting. Such a petition must include the date, time, place and agenda of the special meeting.

=== Section 4: Notice of Meetings ===
The time and place of upcoming meetings shall be conspicuously posted at the principal office and electronically sent to all voting members. Special meetings require 72 hours notice considered delivered only when all voting members are personally notified and given an opportunity to sign a special meeting petition.

=== Section 5: Quorum ===
One third (33%) of the voting power shall constitute a quorum. If the voting power is not evenly divisible by three, any fractional remainder shall be rounded up. For example, in the case that voting power is equal to seven (7), a quorum shall be three (3). If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting shall be the act of the members, unless the vote of a greater number is required by these bylaws or the Law.

=== Section 6: Voting ===
When a quorum is present, all issues, except when otherwise specified in these bylaws, shall be decided by affirmative voice vote of more than one half (1/2) of the voting power present. A motion, seconded and carried by one third (1/3) of voting power present, shall force the voting on a particular issue to be conducted by secret ballot.

== Article 5: Officers ==
=== Section 1: Role, Number, Qualification, Term and Compensation ===

There shall be four officers, consisting of President, Vice President, Secretary, and Treasurer. Each officer must be a 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 meetings or designate an alternate, attempt to achieve consensus in all decision-making where consensus is required, 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 assist the President in organizing meetings of the membership, provide notice to the membership of all meetings of the members and of the board of directors, 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 record keeping including membership and board meeting actions and petitions, posting and distributing copies of membership meeting minutes and relevant meeting agendas to the membership, assuring that corporate records are maintained, maintaining an up-to-date roster of members contact information and serving all other duties of a Secretary as required by law or custom.

=== Section 5: Duties of the Treasurer ===

The Treasurer shall be custodian of corporate funds, collect dues, make a financial report for each meeting, assist in the preparation of the budget, develop fundraising plans, make financial information available to members and the public, and serve all other duties of a Treasurer as required by law or custom.
#Any member who is elected for the position of Treasurer must provide copies of at least one form of government issued photo identification to the secretary and members of the board

=== Section 6: Duties of the Officers as a whole ===

The Officers must prepare an annual report to be distributed at the annual meeting. The report should 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. Any decisions not mandated by Maryland law or these bylaws to fall with the Officers may only be delegated to the Officers by a vote of the membership to amend these bylaws to explicitly give the Officers such decision making power. Any policy, agreement, or process affecting the organization at-large will, unless stated otherwise in these bylaws, be decided upon by the voting membership.

=== Section 7: Officer Elections ===
Officer elections will take place at each annual meeting. Each member present shall be given an opportunity to be a candidate for each officer position. If there is more than one candidate for an officer position, the candidate which obtains the highest number votes in the election process outlined below shall be elected. If there are no candidates for an officer position, the outgoing officeholder may, if eligible, elect to serve another term or select any willing member to serve in that position. Voting will begin with the office of President, and proceed in the order of Vice President, Secretary, and Treasurer. The election of each office will following the following steps:
# Members may nominate themselves or any other member to be a candidate for any office. If a member nominates a member other than themself, the nominated member must accept the nomination before being considered a candidate. Non-present members may be nominated, or nominate themself, only if they have given written notice to the Secretary in advance of the annual meeting indicating their acceptance of any such nomination.
# Each candidate will be given equal opportunity to speak to the voting members. Non-present nominees may file a statement with the Secretary in advance of the meeting to be read aloud by the Secretary. Candidates may use any of their allotted time to field questions from the members present.
# Voting will commence by secret ballot. Two non-candidate members will collect no more than one vote from each member present and then count all collected votes twice.
# The total votes cast for each candidate will be announced, in unison, by the two members who counted the ballots. In the event of a tie for the most votes, another vote will be held with only the tied candidates eligible to receive votes.
# Once an office is filled, the next office is brought up for a vote. Candidates who did not win in a previous vote are eligible to run for other offices.

=== Section 8: Resignation, Termination and Vacancies ===
Any officer may resign by filing a written resignation with the Secretary. An Officer may be terminated in their role by written petition signed by more than two thirds (2/3rd) of the voting power. Vacant offices shall be filled at the next regular meeting or special meeting using the applicable processes outlines in these bylaws.

== Article 6: Board of Directors ==
=== Section 1: Responsibilities ===
The Board of Directors shall fulfill all roles required by Maryland law. Any decisions not mandated by Maryland law to fall with the Board of Directors may only be delegated to the Board of Directors by a vote of the membership to amend these bylaws to explicitly give the board of directors such decision making power. Any policy, agreement, or process affecting the organization at-large will, unless stated otherwise in these bylaws, be decided upon by the voting membership.

=== Section 2: Size, Term and Compensation ===
The board of directors shall consist of no fewer than four (4) and no more than twelve (12) members. The four Officers defined in Article IV will serve as bona fide directors. Each director shall serve from the time of their election until their successor is elected and qualifies. No director may serve more than five (5) 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.

=== Section 3: Meetings, Quorum, and Voting ===
The Board of Directors shall meet when necessary, provided all members receive notice sent electronically at least five business days prior to the meeting. All members may attend a meeting of the board of directors. The notice shall give the time, place, reason for calling the meeting, and the agenda for said meeting. Minutes of each board meeting shall be electronically distributed to all members within forty eight (48) hours. Two thirds of board members at a duly called board member meeting shall constitute a quorum. 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 directors present.

=== Section 4: Elections ===
The four Officers serving on the Board of Directors shall be elected in the manner described in Article IV, Section 7 of these bylaws. The remaining directors shall be elected at the annual meeting by the members present. Any member may nominate any person to be a candidate for director. The nominating member must provide a written narrative to the membership in advance of the annual meeting which describes the nominee's qualifications for a directorship. The nominee must be present at the annual meeting or send written notice to the Secretary in advance of the annual meeting indicating acceptance of nomination and willingness to carry out the duties of Director. A candidate for director must be approved by three quarters (3/4ths) of the membership present at the annual meeting.

=== Section 5: Resignation, Termination and Vacancies ===
Any director may resign by filing a written resignation with the Secretary. A director may be terminated in their role by written petition signed by more than three quarters (3/4ths) of the membership. Vacancies on the board shall be filled at the next regular meeting using the applicable processes outlines in these bylaws.

== Article 7: Fiscal Year ==
The fiscal year of the Corporation shall be from January 1st to December 31st.

== Article 8: Execution of Instruments, Deposits and Funds ==
=== Section 1: Execution of Instruments ===
The members by a vote, except as otherwise provided in these bylaws, may authorize any officer 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, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

===Section 2: Checks and Notes ===
Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer or signed by the president of the corporation.

===Section 3: Deposits ===
All funds of the corporation shall 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 4: Gifts ===
The board of directors or a vote of the members may accept on behalf of the corporation any contribution, gift, bequest, or device for the nonprofit purposes of this corporation.

== Article 9: Indemnification, Exoneration and Insurance ==
=== Section 1: Indemnification ===
The Corporation shall indemnify its directors and officers to the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, including the advancement of related expenses, upon a determination by the Board of Directors or independent legal counsel appointed by the Board of Directors (who may be regular counsel for the corporation) made in accordance with applicable statutory standards; provided, however, such indemnification shall only be to the extent permitted of organizations which are exempt from Federal income tax under section 501(C)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law).

=== Section 2: Exoneration ===
To the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, no director or officer of this Corporation shall be personally liable to the Corporation or its members for money damages; provided, however, that the foregoing limitation of director and officer liability shall only be to the extent permitted of organizations which are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986) or the corresponding provisions of any future United States Internal Revenue Law). No amendment of the Articles of Incorporation or repeal of any of its provisions shall limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission which occurred prior to such amendment or repeal.

=== Section 3: Insurance ===
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation is or was serving any of the entity at the request of the Corporation, and in any capacity, against any liability, asserted against and incurred by such person in any such capacity or arising out of such person's position, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the Article.

== Article 10: Conflicts of Interest ==
Any director, officer, or member having an interest in a contract or other transaction or determination presented to the Board of Directors or the membership for recommendation, authorization, approval or ratification shall give prompt, full and frank disclosure of his or her interest to the Board of Directors prior to its acting on such contract or transaction. The Board of Directors shall thereupon determine, by half of the voting power present, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contact, transaction or determination. Such person may not be counted in determining the existence of a quorum at any meeting where the contract, transaction, or determination is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable the abstention from voting and participation, and whether a quorum was present.

==Article 11: Intellectual Property==
The Corporation shall make no claim to any intellectual property created by members or created using Corporation resources or facilities. The Corporation shall not hold or seek patents.

== Article 12: Amendment of Bylaws ==
These bylaws may be amended or revised only when an amendment proposal petition is approved at a membership meeting and signed by more than three quarters (3/4ths) of voting members. Written notice of such petition must be submitted electronically to all members.

== Article 13: Construction and Terms ==
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.
Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.
All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
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 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

Bylaws

2014-09-11T16:35:03Z

Madmaze: /* Section 2: Change of Address */

{| align="right"
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== Article 1: Purpose ==
=== Section 1: IRC Section 501(c)(3) Purposes ===
This corporation is organized exclusively for charitable, religious, educational, and scientific purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

=== Section 2: Specific Objectives and Purposes ===
Baltimore Node Corporation seeks to create and sustain an environment that promotes the creative use of technology for the benefit of art, science and culture. To this end the Corporation shall:

# Establish and maintain a physical space within the City of Baltimore that fosters creative technological exploration and invention.
# Support a nurturing community of makers devoted to extending Baltimore Node's purpose through education and collaboration.
# Empower Baltimore Node's members to create, experiment and invent interesting and novel ways of using technology.
# Encourage and support the sharing of research, experiments and knowledge with our community and the world.
# Actively engage with the community of Baltimore on issues aligned with Baltimore Node’s purpose.

== Article 2: Offices ==
=== Section 1: Principal Office ===
The principal office of the corporation is located in Baltimore City, State of Maryland.

=== Section 2: Change of Address ===
The designation of the city, county or state of the corporation's principal office may be changed by amendment of these bylaws. The members may change the principal office from one location to another within the named city by noting the changed address and effective date below, and such change of address shall not be deemed, nor require, an amendment of these bylaws.

'''New Address:''' 120 W North Ave. Baltimore, MD, 21201

'''Dated:''' 9/1/09

'''New Address:'''

'''Dated:''' 3/1/13

'''New Address:'''

'''Dated:'''

=== Section 3: Other offices ===
The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the members may, from time to time, designate.

== Article 3: Membership ==
=== Section 1: Designation of Membership Classes ===
Baltimore Node shall have a single membership class, that of member.

=== Section 2: Becoming a member ===
Any person who submits a freely available membership application, supports the purposes laid out in Article I of these bylaws, and meets the requirements of the Baltimore Node Membership Rules, Guidelines, & Policies, is qualified to become a member. Any qualified person may become a member at any regular meeting by an affirmative vote of more than three quarters (3/4ths) of voting power present. A vote to affirm a qualified person as a member may only occur if the qualified person is present for the vote. Existing members should consider the qualified person's commitment to the corporations purposes, trustworthiness and any relevant risks before affirming a qualified person with their vote. If a member is unable to assess these considerations, they should make an effort to get the know the qualified person so they can make a proper assessment.

=== Section 3: Membership Dues ===
Membership dues must be paid in full to be considered a member. Members who fail to pay their dues will lose all rights and privileges associated with membership, except for those guaranteed by Law, until such time as their dues are paid in full and certified by the Treasurer. The Treasurer shall be responsible for notifying the Board of Directors and the offending member immediately when a member fails to pay dues in a given month.

The amount, payment period, due date and acceptable methods for collection of dues shall be reviewed each year at the annual meeting. One half of the voting power present at any meeting may change the procedure and terms for payment of dues. Member dues may be waived for up to three months due to financial hardship or relocation by written petition signed by more than three quarters (3/4ths) of the Board of Directors. Payment of dues may be waived for any other reason only by members at a duly called meeting.

=== Section 4: Membership Rights and Responsibilities ===
Each 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 member shall exercise only one vote for each decision before the corporation. Each member shall have reasonable inspection rights of corporate records. Each member shall be responsible for timely payment of dues, providing their current address, contact information, and preference for electronic receipt of communications. Each member is responsible for continuing to support the purposes of the corporation.

=== Section 5: Nonliability of Members ===
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

=== Section 7: Membership Resignation and Termination ===
Any member may resign by filing a written resignation with the Secretary. Resignation shall not relieve a member of unpaid dues or other monies owed. Membership may be suspended for non-payment of dues by the Treasurer. Any suspended member may restore their membership 90 days after suspension upon payment of dues owed and payable through one month beyond the end of the suspension period, or upon the granting of a dues waiver as outlined in Section 4. Membership may also be terminated for any reason by written petition signed by more than three quarters (3/4ths) of the members.

=== Section 8: Baltimore Node Membership Rules, Guidelines, & Policies ===
All members must follow the rules and guidelines as stated in the "Baltimore Node Membership Rules, Guidelines, & Policies" in order to be a member. They must be aware signing makes you held accountable to the rules and regulations as stated by the "Baltimore Node Membership Rules, Guidelines, & Policies".

== Article 4: Meetings ==

=== Section 1: Regular Meetings ===
The time, location, and frequency will be determined at the annual meeting by a vote of the members present. A different meeting place or time may be designated by the board of directors. Regular meetings shall not take place on the day before, upon, or after a federal holiday unless specifically approved at the prior meeting.

=== Section 2: Annual Meetings ===
An annual meeting of all members shall take place sometime in January, February or March. The President shall select the date, time and place no later than January 31 of each year. The date, time and place of the annual meeting must be submitted to members electronically at least two weeks prior to the annual meeting. A petition signed by more than three quarters (3/4ths) of voting members and submitted to the Board of Directors before Valentine's Day may specify a new date, time and place for the annual meeting. At the annual meeting, the members shall elect Officers and the Board of Directors, review and vote on the standing rules and policies of the corporation, receive reports on the activities of the corporation, approve the budget and determine the direction of corporation in the coming year.

=== Section 3: Special Meetings ===
A petition physical or electronic presented to all members and signed by one third (1/3) of members may call a special meeting. Such a petition must include the date, time, place and agenda of the special meeting.

=== Section 4: Notice of Meetings ===
The time and place of upcoming meetings shall be conspicuously posted at the principal office and electronically sent to all voting members. Special meetings require 72 hours notice considered delivered only when all voting members are personally notified and given an opportunity to sign a special meeting petition.

=== Section 5: Quorum ===
One third (33%) of the voting power shall constitute a quorum. If the voting power is not evenly divisible by three, any fractional remainder shall be rounded up. For example, in the case that voting power is equal to seven (7), a quorum shall be three (3). If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting shall be the act of the members, unless the vote of a greater number is required by these bylaws or the Law.

=== Section 6: Voting ===
When a quorum is present, all issues, except when otherwise specified in these bylaws, shall be decided by affirmative voice vote of more than one half (1/2) of the voting power present. A motion, seconded and carried by one third (1/3) of voting power present, shall force the voting on a particular issue to be conducted by secret ballot.

== Article 5: Officers ==
=== Section 1: Role, Number, Qualification, Term and Compensation ===

There shall be four officers, consisting of President, Vice President, Secretary, and Treasurer. Each officer must be a 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 meetings or designate an alternate, attempt to achieve consensus in all decision-making where consensus is required, 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 assist the President in organizing meetings of the membership, provide notice to the membership of all meetings of the members and of the board of directors, 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 record keeping including membership and board meeting actions and petitions, posting and distributing copies of membership meeting minutes and relevant meeting agendas to the membership, assuring that corporate records are maintained, maintaining an up-to-date roster of members contact information and serving all other duties of a Secretary as required by law or custom.

=== Section 5: Duties of the Treasurer ===

The Treasurer shall be custodian of corporate funds, collect dues, make a financial report for each meeting, assist in the preparation of the budget, develop fundraising plans, make financial information available to members and the public, and serve all other duties of a Treasurer as required by law or custom.
#Any member who is elected for the position of Treasurer must provide copies of at least one form of government issued photo identification to the secretary and members of the board

=== Section 6: Duties of the Officers as a whole ===

The Officers must prepare an annual report to be distributed at the annual meeting. The report should 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. Any decisions not mandated by Maryland law or these bylaws to fall with the Officers may only be delegated to the Officers by a vote of the membership to amend these bylaws to explicitly give the Officers such decision making power. Any policy, agreement, or process affecting the organization at-large will, unless stated otherwise in these bylaws, be decided upon by the voting membership.

=== Section 7: Officer Elections ===
Officer elections will take place at each annual meeting. Each member present shall be given an opportunity to be a candidate for each officer position. If there is more than one candidate for an officer position, the candidate which obtains the highest number votes in the election process outlined below shall be elected. If there are no candidates for an officer position, the outgoing officeholder may, if eligible, elect to serve another term or select any willing member to serve in that position. Voting will begin with the office of President, and proceed in the order of Vice President, Secretary, and Treasurer. The election of each office will following the following steps:
# Members may nominate themselves or any other member to be a candidate for any office. If a member nominates a member other than themself, the nominated member must accept the nomination before being considered a candidate. Non-present members may be nominated, or nominate themself, only if they have given written notice to the Secretary in advance of the annual meeting indicating their acceptance of any such nomination.
# Each candidate will be given equal opportunity to speak to the voting members. Non-present nominees may file a statement with the Secretary in advance of the meeting to be read aloud by the Secretary. Candidates may use any of their allotted time to field questions from the members present.
# Voting will commence by secret ballot. Two non-candidate members will collect no more than one vote from each member present and then count all collected votes twice.
# The total votes cast for each candidate will be announced, in unison, by the two members who counted the ballots. In the event of a tie for the most votes, another vote will be held with only the tied candidates eligible to receive votes.
# Once an office is filled, the next office is brought up for a vote. Candidates who did not win in a previous vote are eligible to run for other offices.

=== Section 8: Resignation, Termination and Vacancies ===
Any officer may resign by filing a written resignation with the Secretary. An Officer may be terminated in their role by written petition signed by more than two thirds (2/3rd) of the voting power. Vacant offices shall be filled at the next regular meeting or special meeting using the applicable processes outlines in these bylaws.

== Article 6: Board of Directors ==
=== Section 1: Responsibilities ===
The Board of Directors shall fulfill all roles required by Maryland law. Any decisions not mandated by Maryland law to fall with the Board of Directors may only be delegated to the Board of Directors by a vote of the membership to amend these bylaws to explicitly give the board of directors such decision making power. Any policy, agreement, or process affecting the organization at-large will, unless stated otherwise in these bylaws, be decided upon by the voting membership.

=== Section 2: Size, Term and Compensation ===
The board of directors shall consist of no fewer than four (4) and no more than twelve (12) members. The four Officers defined in Article IV will serve as bona fide directors. Each director shall serve from the time of their election until their successor is elected and qualifies. No director may serve more than five (5) 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.

=== Section 3: Meetings, Quorum, and Voting ===
The Board of Directors shall meet when necessary, provided all members receive notice sent electronically at least five business days prior to the meeting. All members may attend a meeting of the board of directors. The notice shall give the time, place, reason for calling the meeting, and the agenda for said meeting. Minutes of each board meeting shall be electronically distributed to all members within forty eight (48) hours. Two thirds of board members at a duly called board member meeting shall constitute a quorum. 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 directors present.

=== Section 4: Elections ===
The four Officers serving on the Board of Directors shall be elected in the manner described in Article IV, Section 7 of these bylaws. The remaining directors shall be elected at the annual meeting by the members present. Any member may nominate any person to be a candidate for director. The nominating member must provide a written narrative to the membership in advance of the annual meeting which describes the nominee's qualifications for a directorship. The nominee must be present at the annual meeting or send written notice to the Secretary in advance of the annual meeting indicating acceptance of nomination and willingness to carry out the duties of Director. A candidate for director must be approved by three quarters (3/4ths) of the membership present at the annual meeting.

=== Section 5: Resignation, Termination and Vacancies ===
Any director may resign by filing a written resignation with the Secretary. A director may be terminated in their role by written petition signed by more than three quarters (3/4ths) of the membership. Vacancies on the board shall be filled at the next regular meeting using the applicable processes outlines in these bylaws.

== Article 7: Fiscal Year ==
The fiscal year of the Corporation shall be from January 1st to December 31st.

== Article 8: Execution of Instruments, Deposits and Funds ==
=== Section 1: Execution of Instruments ===
The members by a vote, except as otherwise provided in these bylaws, may authorize any officer 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, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

===Section 2: Checks and Notes ===
Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer or signed by the president of the corporation.

===Section 3: Deposits ===
All funds of the corporation shall 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 4: Gifts ===
The board of directors or a vote of the members may accept on behalf of the corporation any contribution, gift, bequest, or device for the nonprofit purposes of this corporation.

== Article 9: Indemnification, Exoneration and Insurance ==
=== Section 1: Indemnification ===
The Corporation shall indemnify its directors and officers to the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, including the advancement of related expenses, upon a determination by the Board of Directors or independent legal counsel appointed by the Board of Directors (who may be regular counsel for the corporation) made in accordance with applicable statutory standards; provided, however, such indemnification shall only be to the extent permitted of organizations which are exempt from Federal income tax under section 501(C)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law).

=== Section 2: Exoneration ===
To the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, no director or officer of this Corporation shall be personally liable to the Corporation or its members for money damages; provided, however, that the foregoing limitation of director and officer liability shall only be to the extent permitted of organizations which are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986) or the corresponding provisions of any future United States Internal Revenue Law). No amendment of the Articles of Incorporation or repeal of any of its provisions shall limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission which occurred prior to such amendment or repeal.

=== Section 3: Insurance ===
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation is or was serving any of the entity at the request of the Corporation, and in any capacity, against any liability, asserted against and incurred by such person in any such capacity or arising out of such person's position, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the Article.

== Article 10: Conflicts of Interest ==
Any director, officer, or member having an interest in a contract or other transaction or determination presented to the Board of Directors or the membership for recommendation, authorization, approval or ratification shall give prompt, full and frank disclosure of his or her interest to the Board of Directors prior to its acting on such contract or transaction. The Board of Directors shall thereupon determine, by half of the voting power present, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contact, transaction or determination. Such person may not be counted in determining the existence of a quorum at any meeting where the contract, transaction, or determination is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable the abstention from voting and participation, and whether a quorum was present.

==Article 11: Intellectual Property==
The Corporation shall make no claim to any intellectual property created by members or created using Corporation resources or facilities. The Corporation shall not hold or seek patents.

== Article 12: Amendment of Bylaws ==
These bylaws may be amended or revised only when an amendment proposal petition is approved at a membership meeting and signed by more than three quarters (3/4ths) of voting members. Written notice of such petition must be submitted electronically to all members.

== Article 13: Construction and Terms ==
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.
Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.
All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
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 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.