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our_bylaws2 [2019/12/11 18:02] – created Jeff Johnsonour_bylaws2 [2019/12/11 18:22] (current) – Jeff Johnson
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 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 Office====
-The principal office of the Corporation is located in Hamilton County, State of Tennessee.  The address 100 Cherokee Blvd, Suite #121, 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====
 The designation of the county or state of the Corporation's principal office may be changed by amendment of these bylaws. The Board of Directors may change the principal office from one location to another, and such changes of address shall not be deemed, nor require, an amendment of these bylaws. The designation of the county or state of the Corporation's principal office may be changed by amendment of these bylaws. The Board of Directors may change the principal office from one location to another, and such changes of address shall not be deemed, nor require, an amendment of these bylaws.
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 ====Section 1: Number and Records.==== ====Section 1: Number and Records.====
-The corporation shall have five (5) Directors elected by the membership and 2 at large directors nominated and voted on by the five elected directors. +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.
-Directors shall have their names and electronic mail address filed at the principle office of the Corporation.+
 ====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.  The two Directors at large can be external to the membership.+Directors shall be of the age of majority in this state. Elected Directors are required to be members in the Corporation. 
 ====Section 3: Qualifications==== ====Section 3: Qualifications====
 Subject to the provisions of the laws of this state and any limitations in the articles of incorporation and these bylaws relating to action required or permitted to be taken or approved by the members, if any, of this Corporation, the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. Subject to the provisions of the laws of this state and any limitations in the articles of incorporation and these bylaws relating to action required or permitted to be taken or approved by the members, if any, of this Corporation, the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
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 ====Section 5. Election and Term of Office ==== ====Section 5. Election and Term of Office ====
-The Board of Directors will be made up of five (5) Directors serving one year terms, with elections held once a year. Directors shall hold office for a period of one year from their election and until his or her successor is elected and qualifies. The Directors shall be elected by the members, at designated regular special meetings of the members as specified by these bylaws, and shall hold office until he or she resigns, is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. Any member has the right to nominate a person for Director. Members have the right to nominate themselves. Only nominated candidates may un-nominate themselves. The first regular election held after the adoption of these bylaws will elect a President and four (4) Directors.  +The Board of Directors will be made up of seven (7) Directors serving two year terms, with elections held once a year alternating 4 members during even years and 3 directors during odd years. Directors shall hold office for a period of two years from their election and until his or her successor is elected and qualifies. The Directors shall be elected by the members, at designated regular special meetings of the members as specified by these bylaws, and shall hold office until he or she resigns, is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. Any member has the right to nominate a person for Director. Members have the right to nominate themselves. Only nominated candidates may un-nominate themselves. The first regular election held after the adoption of these bylaws will elect a President and four (4) Directors. 
-The elected Board of Directors can nominate up to two (2) at large directors from outside the organization.+
 ====Section 6. Compensation==== ====Section 6. Compensation====
 Directors shall serve without compensation.  Directors shall serve without compensation. 
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 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 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.  At-large directors cannot serve as officers.+Any person who is age of majority may serve as Officer of this Corporation, as long as they are a member in good standing.  
 ====Section 3. Election and Term of Office ==== ====Section 3. Election and Term of Office ====
 The Office of President shall be elected by the members, at any regular or special meeting of the members, and shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. Any member has the right to nominate a person for President. Members have the right to nominate themselves. Only nominated candidates may un-nominate themselves. If only one person is nominated to run for President, and accepts such nomination, he or she shall run unopposed. If no person is nominated, the person holding the office may choose to continue in his or her position, or choose to appoint a successor. All other Officers are appointed by act of the Board of Directors from qualified candidates, and serve at the pleasure of the Board.  The Office of President shall be elected by the members, at any regular or special meeting of the members, and shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. Any member has the right to nominate a person for President. Members have the right to nominate themselves. Only nominated candidates may un-nominate themselves. If only one person is nominated to run for President, and accepts such nomination, he or she shall run unopposed. If no person is nominated, the person holding the office may choose to continue in his or her position, or choose to appoint a successor. All other Officers are appointed by act of the Board of Directors from qualified candidates, and serve at the pleasure of the Board. 
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 The Board of Directors, except as otherwise provided in these bylaws, may by resolution 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.  The Board of Directors, except as otherwise provided in these bylaws, may by resolution 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 ==== ====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 the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the Treasurer. +Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the Treasurer. No payment that exceeds $1,000 can be paid without a majority approval of the Board of Directors.  Recurring payments such as leases only need to be approved once, although it can be rescinded at any time by a majority vote of the Board of Directors.
 ====Section 3. Deposits ==== ====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.  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. 
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 Subject to the power of the Directors of this Corporation to adopt, amend, or repeal the bylaws of this corporation and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by unanimous approval of the elected Board of Directors. Article 10 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.  Subject to the power of the Directors of this Corporation to adopt, amend, or repeal the bylaws of this corporation and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by unanimous approval of the elected Board of Directors. Article 10 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 10 Members=====+=====Article 9 Members=====
  
 ====Section 1. Determination and Rights of Members ==== ====Section 1. Determination and Rights of Members ====
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 The membership of a member shall terminate upon the occurrence of any of the following events: (a) Upon his or her notice of such termination delivered to the President, Treasurer, or Secretary of the Corporation personally or by electronic mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail. (b) Upon failure to pay established dues and being given notice pursuant to a Delinquent Dues policy adopted by the Board of Directors. If the Board has not adopted such a policy, membership will be terminated thirty (30) days after a written notification of delinquency is personally or electronically delivered to such member by the Treasurer of the Corporation. (c) After providing the member with reasonable written notice, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the Corporation. The Board of Directors may adopt additional policies that define events and processes for termination of membership. These policies must be in line with these bylaws, the articles of incorporation, and provisions of law. All rights of a member in the corporation shall cease upon termination of membership as herein provided.  The membership of a member shall terminate upon the occurrence of any of the following events: (a) Upon his or her notice of such termination delivered to the President, Treasurer, or Secretary of the Corporation personally or by electronic mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail. (b) Upon failure to pay established dues and being given notice pursuant to a Delinquent Dues policy adopted by the Board of Directors. If the Board has not adopted such a policy, membership will be terminated thirty (30) days after a written notification of delinquency is personally or electronically delivered to such member by the Treasurer of the Corporation. (c) After providing the member with reasonable written notice, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the Corporation. The Board of Directors may adopt additional policies that define events and processes for termination of membership. These policies must be in line with these bylaws, the articles of incorporation, and provisions of law. All rights of a member in the corporation shall cease upon termination of membership as herein provided. 
  
-=====Article 11 Meetings of Members=====+=====Article 10 Meetings of Members=====
  
 ====Section 1. Place of Meetings ==== ====Section 1. Place of Meetings ====