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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Do we need something in about intellectual property so that organization doesn't claim rights on the work of its members? Kellyegan 03:46, 6 July 2009 (UTC)
- Yes. HacDC has a license policy, but I don't think we need to be that specific here. We just want some language which releases any claim by the Node corporation to copyright of work created by Node members. Legally, I don't believe the corp would have any claim, but it's worth an Article for clarity. The release of copyright generally happens with a signed employment agreement, so language specifically banning such clauses in membership agreements would be good. I'll do some research and add something. -- Jonlesser 04:18, 6 July 2009 (UTC)
- 1 Article 1: Purpose
- 2 Article 2: Membership
- 2.1 Section 1: Designation of Membership Classes
- 2.2 Section 2: Becoming a member
- 2.3 Section 3: Membership Dues
- 2.4 Section 4: Membership Rights and Responsibilities
- 2.5 Section 5: Nonliability of Members
- 2.6 Section 6: Nontransferabilitiy of Memberships
- 2.7 Section 7: Membership Resignation and Termination
- 3 Article 3: Meetings
- 4 Article 4: Officers
- 4.1 Section 1: Role, Number, Qualification, Term and Compensation
- 4.2 Section 2: Duties President
- 4.3 Section 3: Duties of the Vice President
- 4.4 Section 4: Duties of the Secretary
- 4.5 Section 5: Duties of the Treasurer
- 4.6 Section 6: Duty of the Officers as a whole to provide an Annual Report
- 4.7 Section 7: Officer Elections
- 4.8 Section 8: Resignation, Termination and Vacancies
- 5 Article 5: Board of Directors
- 6 Article 6: Amendment of Bylaws
- 7 Article 7: Fiscal Year
- 8 Article 8: Indemnification
- 9 Article 9: Exoneration
- 10 Article 10: Insurance
- 11 Article 11: Conflicts of Interest
- 12 Article 12: Construction and Terms
Article 1: Purpose
See Mission Statement for now. We will need to bring the Mission Statement over to this document when it's finalized and add some legal clauses required from 501(c)(3) filings.
Section 1: IRC Section 501(c)(3) Purposes
This corporation is organized exclusively for one or more of the 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
This is where information from the mission statement should go.
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, trustworthiness, 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.
- "capacity to contribute" and "willingness to participate" sound like time will be a requirement for membership. Unless *you* are paying *me*, I don't know if that is a reasonable requirement on top of paying dues. Trusworthiness, solid identification (name and valid address), and payment of dues should be the only concerns. 126.96.36.199 14:31, 6 July 2009 (UTC)
- 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)
- I agree there should be a bit of a trial period/contribution before becoming a member, this might not have to be in the bylaws it could be an operating procedure. Its bound to be something along the lines of "do we trust this person?", which is perhaps difficult to legally define. The bylaws could be more directed at the current membership making the decision based on their best judgement.Kellyegan 16:14, 4 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.
- We should perhaps try to make something inline with the "starving hackers" provision found in many groups. Obviously we want most people to pay dues but especially if we had a talented member who didn't have the cash we would want to find a way for them to join. Perhaps volunteer time? Maybe even students or seniors rates? Just a thought Kellyegan 16:56, 4 July 2009 (UTC)
- I'm interested in the volunteer angle, but until we have things that require volunteering ("I volunteer to drink beers and solder stuff and be awesome!", nope), I'm skeptical it will be of value to the organization. Works well for velocipede because volunteers build bikes that are eventually exchanged for cash. Abachman 00:35, 7 July 2009 (UTC)
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 6: Nontransferabilitiy of Memberships
No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's death.
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.
Article 3: Meetings
Section 1: Regular Meetings
The time, location, and frequency will be determined at the annual meeting by vote of the members present. A different meeting place or time may be designated by written petition signed by more than three quarters (3/4ths) of voting members. 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 presented to all members and signed by one third (1/3rd) 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 registered office and electronically sent to all voting members. No notice is required for a regular meeting. 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 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.
Section 6: Voting
When a quorum is present, all issues, except when otherwise specified in these bylaws, shall be decided by affirmative vote of more than 50% (one half) of the members present.
Article 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.
- suggest language change to "consensus in all decision-making which requires it", or something to that effect. Not everything is a consensus decision. Abachman 20:42, 5 July 2009 (UTC)
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.
- This sounds a bit vague. What are we talking about here? Does it have some precedent? Also wouldn't a vice-president be the natural second choice to oversee meetings in the absence of the president?Kellyegan 16:24, 4 July 2009 (UTC)
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.
- this is probably the most important officer position Abachman 20:42, 5 July 2009 (UTC)
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:
- 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.
- Each candidate will be given equal opportunity to speak to the voting members
- 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.
- 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.
- 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.
- the process should include provisions for announcement periods (i.e., how long ahead of the annual meeting should nomination and discussion take place?) and votes by proxy, should any member be unable to attend. Abachman 20:47, 5 July 2009 (UTC)
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 three quarters (3/4ths) of the membership. Vacant offices shall be filled at the next regular meeting using the applicable processes outlines in these bylaws.
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 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 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.
Article 7: Fiscal Year
The fiscal year of the Corporation shall be from January 1st to December 31st.
Article 8: 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).
Article 9: 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.
Article 10: 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 11: 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 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 majority vote, 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 12: 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.