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bylaws [2023/02/16 04:47] – Moved Bylaws from /our_bylaws to /bylaws to shorten URL bradley_madarisbylaws [2024/12/04 14:21] (current) – [Section 1: Number and Records.] Jeff Johnson
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 ====Section 1: Name==== ====Section 1: Name====
 The Name of this Corporation is Chattlab Makerspace Corporation. The Name of this Corporation is Chattlab Makerspace Corporation.
-====Section 2: Principal Office====+====Section 2: Principal Offices====
 The principal office of the Corporation is located in Hamilton County, State of Tennessee.  The address 100 Cherokee Blvd, Suite #125, Chattanooga TN, 37405 The principal office of the Corporation is located in Hamilton County, State of Tennessee.  The address 100 Cherokee Blvd, Suite #125, Chattanooga TN, 37405
 ====Section 3. Change of Address==== ====Section 3. Change of Address====
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 ====Section 1: Number and Records.==== ====Section 1: Number and Records.====
-The corporation shall have seven (7) Directors elected by the membership. Directors shall have their names and electronic mail address filed at the principle office of the Corporation.+The corporation shall have seven (7) Directors elected by the membership. and (2) Executive directors that are appointed by the board as semi-permanent board members to maintain stability. Directors shall have their names and electronic mail address filed at the principle office of the Corporation. 
 + 
 +The (2) executive directors are responsible for supporting back of house legal items such as corp compliance returns, lease negotiations, domain management, bank account management etc. These directors maintain their positions each year unless they resign or the board decides to appoint new executive directors by means of a majority vote.
 ====Section 2: Qualifications===== ====Section 2: Qualifications=====
 Directors shall be of the age of majority in this state. Elected Directors are required to be members in the Corporation.  Directors shall be of the age of majority in this state. Elected Directors are required to be members in the Corporation. 
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 =====Article 4 Officers===== =====Article 4 Officers=====
 ====Section 1.  Designation of Officers==== ====Section 1.  Designation of Officers====
-The Officers of the Corporation shall be a President, a Secretary, and a Treasurer. The corporation may also have one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such Officers as may be determined from time to time by the Board of Directors.  +The Officers of the Corporation shall be a President, a Vice President a Secretary, and a Treasurer. The corporation may also have one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such Officers as may be determined from time to time by the Board of Directors.  
 ====Section 2. Qualifications ==== ====Section 2. Qualifications ====
 Any person who is age of majority may serve as Officer of this Corporation, as long as they are a member in good standing.   Any person who is age of majority may serve as Officer of this Corporation, as long as they are a member in good standing.  
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 ====Section 6. Duties of President ==== ====Section 6. Duties of President ====
 The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the Officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the articles of incorporation or by these bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and, if this Corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, by the articles of incorporation or by these bylaws, he or she shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.  The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the Officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the articles of incorporation or by these bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and, if this Corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, by the articles of incorporation or by these bylaws, he or she shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. 
-====Section 7. Duties of Secretary ====+====Section 7. Duties of Vice President ==== 
 +The Vice President shall be backup executive officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the Officers. He or she shall assume responsibilities of the President in the event that person is unavailable or incapacitated due to health or personal reasons.  In the event the President is not able to serve due to resignation, removal or permanent incapacitation, the Vice President will assume the role of President until the next election cycle, or a special election should the board choose to have one.   
 +====Section 8. Duties of Secretary ====
 The Secretary shall: Certify and keep at the principal office of the corporation the original, or a copy, of these bylaws as amended or otherwise altered to date. Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of Directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof. See that all notices are duly given in accordance with the provisions of these bylaws or as required by law. Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these bylaws, to duly executed documents of the Corporation. Keep at the principal office of the Corporation a membership book containing the name and electronic mail address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. Exhibit at all reasonable times to any Director of the Corporation, or to his or her agent or attorney, on request therefore, the bylaws, the membership book, and the minutes of the proceedings of the Directors of the Corporation. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the articles of incorporation or by these bylaws, or which may be assigned to him or her from time to time by the Board of Directors.  The Secretary shall: Certify and keep at the principal office of the corporation the original, or a copy, of these bylaws as amended or otherwise altered to date. Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of Directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof. See that all notices are duly given in accordance with the provisions of these bylaws or as required by law. Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these bylaws, to duly executed documents of the Corporation. Keep at the principal office of the Corporation a membership book containing the name and electronic mail address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. Exhibit at all reasonable times to any Director of the Corporation, or to his or her agent or attorney, on request therefore, the bylaws, the membership book, and the minutes of the proceedings of the Directors of the Corporation. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the articles of incorporation or by these bylaws, or which may be assigned to him or her from time to time by the Board of Directors. 
-====Section 8. Duties of Treasurer ====+====Section 9. Duties of Treasurer ====
 The Treasurer shall: Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements. Keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses. Exhibit at all reasonable times the books of account and financial records to any Director of the corporation, or to his or her agent or attorney, on request therefore. Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the articles of incorporation of the Corporation or by these bylaws, or which may be assigned to him or her from time to time by the Board of Directors.  The Treasurer shall: Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements. Keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses. Exhibit at all reasonable times the books of account and financial records to any Director of the corporation, or to his or her agent or attorney, on request therefore. Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the articles of incorporation of the Corporation or by these bylaws, or which may be assigned to him or her from time to time by the Board of Directors. 
-====Section 9. Compensation ====+====Section 10. Compensation ====
 Officers shall serve without compensation. Officers shall serve without compensation.
 =====Article 5 Execution of Instruments, Deposits, and Funds===== =====Article 5 Execution of Instruments, Deposits, and Funds=====