Bylaws

We should start by looking at the bylaws of other hackerspaces

I read through the bylaws of HacDC, Pumping Station: one, Maker's Local 256, and Noisebridge. This is cribbed primarily from HacDC so far with some changes: one membership class, no new member sponsorship, and a different BoD structure. Definitely edit however you see fit and we can all talk out the details as we need to. Jonlesser 08:13, 1 July 2009 (UTC)

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Article 1: Purpose

See Mission Statement.

Article 2: 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 supports the purposes laid out in Article I of these bylaws is qualified to become a member. Any qualified person may be elected to become a member at any regular meeting. A qualified person must be elected by more than three quarters (3/4ths) of members present at the meeting to become a member. Existing members should consider the qualified person's commitment, capacity to contribute, willingness to participate in the community, 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.

• I feel like officially recognized membership should be dependent on some amount of doing, either paying for membership or performing some amount of service for the organization that proves deserving of membership (with a very high bar). "supports the purposes" kind of sounds like a church. While we're a charitable org, you don't get a key unless you pay. Abachman
• I think that's an issue to be addressed under section 3: becoming a member. However, I'm not sure what the purpose is of having separate sections for who qualifies to become a member and then how that qualified person actually becomes a member. Sylviachi 16:11, 1 July 2009 (UTC)
• I merged sections 2 and 3 into "Becoming a member" Jonlesser 21:52, 1 July 2009 (UTC)

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. A majority vote of the members 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: 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.

Article 3: Meetings

Section 4: Quorum

One third of the voting power shall constitute a quorum. 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.

Article 4: 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 President

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

Section 3: Duties of the Vice President

The Vice President shall be primarily responsible for the information systems and communication processes of the corporation, coordinate the teams that manage and design those systems, draft policies and procedures for information system use, ensure effective communication and information exchange within the corporation, and serving 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, sending out meeting announcements, posting and distributing copies of membership meeting minutes and relevant meeting agendas to the membership, assuring that corporate records are maintained, 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.

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

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.

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:

1. 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.
2. Each candidate will be given equal opportunity to speak to the voting members
3. Voting will commence by secret ballet. Two non-candidate members will collect no more than one vote from each member present and then count all collected votes twice.
4. The total votes cast for each candidate will be announced, in unison, by the two members who counted the ballets. In the event of a tie for the most votes, another vote will be held with only the tied candidates eligible to receive votes.
5. 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.

Article 5: 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 affecting the organization at-large will, unless stated otherwise, 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 server as a director. Each director shall serve from the time of their election until their successor is elected and qualifies. No director may serve more than 3 consecutive terms on the board of directors. No director may be compensated for their service as a board member, though the corporation may provide insurance and indemnity for board members as allowed by law.

Section 3: Meetings

The Board of Directors shall meet when necessary, provided all voting members receive notice sent electronically at least five business days prior to the meeting. All voting 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. Notices shall be conspicuously posted at the registered office and electronically distributed to all members at least five business days prior to a meeting. Minutes shall follow the standing rules for meetings as approved at an annual meeting. Minutes of each board meeting shall be conspicuously posted at the registered office and electronically distributed to members within 48 hours. Minutes shall be considered approved when signed by all board members in attendance.

Section 4: Elections

Each member present shall be given an opportunity to be a candidate for each officer position and each at-large director position on the board. If there is more than one candidate for an officer position, the candidate which obtains the highest number votes from voting members present shall be elected. If there are no candidates for an officer position, the outgoing officeholder may, if eligible, elect to serve another term or select any willing member to serve in that position. If there is only one candidate for an officer position, the outgoing officeholder must perform a song chosen by the incoming officeholder at the karaoke bar of the incoming officeholder's choice. If fewer than two members are candidates for at-large director, those candidates are automatically elected and the remaining vacancies shall be filled by a random process selected by the outgoing Coordinator in Chief. If more than two members are candidates for at-large director, each voting member present shall rank the candidates. The two candidates obtaining the highest preferences from voting members present shall be elected. If exactly two members are candidates for at-large director, the outgoing chairperson must immediately dance in a reasonably silly manner for at least two minutes.

Section 5: Quorum

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

Section 6: Voting

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

Section 7: Resignation, Termination and Vacancies

Any officer or director may resign by filing a written resignation with the Keeper of the MIBS or two other board members. An officer or at-large director may be terminated in their role by written petition signed by more than three quarters (3/4ths) of the voting membership. Vacancies on the board shall be filled at the next regular meeting using the applicable process outlined in Section 3.

Article 6: Amendment of Bylaws

These bylaws may be amended only when an amendment proposal petition is approved at a membership meeting and signed by more than three quarters (3/4ths) of voting members. Written notice of such petition must be submitted electronically to all members and delivered to all members of the corporation physically in person or by registered mail to take effect.