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
New Address: 120 W North Ave. Baltimore, MD, 21201
New Address: 403 E Oliver Street, Baltimore, MD
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
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
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
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
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
Section 3: Duties of the Vice President
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
- 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
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.