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our_bylaws [2017/07/30 20:50] – [Section 1: IRC Section 501(c)(3) Purposes] Jeff Johnson | our_bylaws [2023/02/16 04:47] (current) – Removed, moved to /bylaws to shorten URL bradley_madaris | ||
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- | ======Bylaws of Chattlab Makerspace Corp.====== | ||
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- | =====Article 1: Name and Offices===== | ||
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- | ====Section 1: Name==== | ||
- | The Name of this Corporation is Chattlab Makerspace Corporation. | ||
- | ====Section 2: Principal Office==== | ||
- | The principal office of the Corporation is located in Hamilton County, State of Tennessee. | ||
- | ====Section 3. Change of Address==== | ||
- | The designation of the county or state of the Corporation' | ||
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- | =====Article 2: Nonprofit Purposes===== | ||
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- | ====Section 1: IRC Section 501(c)(3) Purposes==== | ||
- | This Corporation is organized exclusively for 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: Principal Office | ||
- | ====Section 2: Specific Objectives and Purposes==== | ||
- | The specific and primary purpose of the Corporation is to engage in scientific research as well as charitable educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code, including but not limited to: (a) To provide work space, storage, and other resources for projects related to technology and artistic expression; (b) Through talks, workshops, collaborative projects, and other activities, to encourage research, knowledge exchange, learning, and mentoring in a safe, clean space; (c) To develop, support the development of, and provide resources for the development of free and open source software and hardware. | ||
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- | =====Article 3: Directors===== | ||
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- | ====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. | ||
- | Directors shall have their names and electronic mail address filed at the principle office of the Corporation. | ||
- | ====Section 2: Qualifications===== | ||
- | Directors shall be of the age of majority in this state. Elected Directors are required to be members in the Corporation. | ||
- | ====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, | ||
- | ====Section 4: Duties==== | ||
- | It shall be the duty of the Directors to: (a) Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, | ||
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- | ====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 elected Board of Directors can nominate up to two (2) at large directors from outside the organization. | ||
- | ====Section 6. Compensation==== | ||
- | Directors shall serve without compensation. | ||
- | ====Section 7. Place of Meetings ==== | ||
- | Meetings shall be held at the principal office of the Corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors. | ||
- | ====Section 8. Regular Meetings ==== | ||
- | Regular meetings of the Board of Directors may be held at such time and at such place as may be determined by the Board of Directors. At least on | ||
- | ====Section 9. Special Meetings ==== | ||
- | Special meetings of the board of directors may be called by the chairperson of the Board, the President, by any two Directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the Board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting. | ||
- | ====Section 10. Notice of Meetings ==== | ||
- | Unless otherwise provided by the articles of incorporation, | ||
- | ====Section 11. Quorum for Meetings ==== | ||
- | At all meetings of the Board of Directors, a majority of directors in office at any time shall constitute a quorum for the transaction of business. Except as otherwise provided under the articles of incorporation, | ||
- | ====Section 12. Majority Action as Board Action ==== | ||
- | The act of a majority of the voting Directors present at a meeting where there is a quorum present shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, by the Articles of Incorporation, | ||
- | ====Section 13. Conduct of Meetings ==== | ||
- | Meetings of the Board of Directors shall be presided over by the President of the membership acting as chairperson of the board, or, if no such person has been so designated or, in his or her absence, the Vice President of the Corporation or, in the absence of each of these persons, by a chairperson chosen by a majority of the Directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the chairperson shall appoint another person to act as secretary of the meeting. Directors may participate in a meeting through use of conference telephone, electronic video communication, | ||
- | ====Section 14. Vacancies ==== | ||
- | Vacancies on the Board of Directors shall exist (1) on the death, resignation, | ||
- | ====Section 15. Non-liability of Directors ==== | ||
- | The Directors shall not be personally liable for the debts, liabilities, | ||
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- | =====Article 4 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, | ||
- | ====Section 2. Qualifications ==== | ||
- | Any person who is age of majority may serve as Officer of this Corporation, | ||
- | ====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. | ||
- | ====Section 4. Removal and Resignation ==== | ||
- | Any Officer may be removed, either with or without cause, by act of the Board of Directors, at any time. Any Officer may resign at any time by giving written notice to the Board of Directors or to the President of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any Officer of the Corporation. | ||
- | ====Section 5. Vacancies ==== | ||
- | Any vacancy caused by the death, resignation, | ||
- | ====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, | ||
- | ====Section 7. 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, | ||
- | ====Section 8. Duties of Treasurer ==== | ||
- | The Treasurer shall: Have charge and custody of, and be responsible for, all funds and securities of the Corporation, | ||
- | ====Section 9. Compensation ==== | ||
- | Officers shall serve without compensation. | ||
- | =====Article 5 Execution of Instruments, | ||
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- | ====Section 1. Execution of Instruments ==== | ||
- | 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, | ||
- | ====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. | ||
- | ====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 may accept on behalf of the Corporation any contribution, | ||
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- | =====Article 6 Corporate Records, Seal and Reports===== | ||
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- | ====Section 1. Maintenance of Corporate Records ==== | ||
- | The corporation shall keep at its principal office: (a) Minutes of all meetings of Directors, Committees of the Board and of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; (b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, | ||
- | ====Section 2. Corporate Seal ==== | ||
- | The Board of Directors may adopt, use, and at will alter, a Corporate Seal. Such seal shall be kept at the principal office of the Corporation. Failure to affix the seal to Corporate instruments, | ||
- | ====Section 3. Directors' | ||
- | Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records, and properties of this Corporation as may be required under the articles of incorporation, | ||
- | ====Section 4. Members' | ||
- | Each and every member shall have the following inspection rights, for a purpose reasonably related to such person' | ||
- | ====Section 5. Right to Copy and Make Extracts ==== | ||
- | Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts. | ||
- | ====Section 6. Periodic Reports ==== | ||
- | The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members of this Corporation, | ||
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- | =====Article 7 IRS 501(c)(3) Tax Exemption Provisions===== | ||
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- | ====Section 1. Limitations on Activities ==== | ||
- | No substantial part of the activities of this Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), | ||
- | ====Section 2. Prohibition Against Private Inurement ==== | ||
- | No part of the net earnings of this Corporation shall inure to the benefit of, or be distributable to, its members, Directors, or trustees, Officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Corporation. | ||
- | ====Section 3. Distribution of Assets ==== | ||
- | Upon the dissolution of this Corporation, | ||
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- | =====Article 8 Amendment of Bylaws===== | ||
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- | ====Section 1. Amendment ==== | ||
- | 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, | ||
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- | =====Article 10 Members===== | ||
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- | ====Section 1. Determination and Rights of Members ==== | ||
- | The Corporation shall have only one class of members. No member shall hold more than one membership in the Corporation. Except as expressly provided in or authorized by the articles of incorporation, | ||
- | ====Section 2. Qualifications of Members ==== | ||
- | The qualifications for membership in this Corporation are as follows: Must be of the age of majority or have the approval in writing from their legal parent or guardian. The Board of Directors may adopt policies that further restrict the Qualification of Membership in this Corporation, | ||
- | ====Section 3. Admission of Members ==== | ||
- | The Board of Directors will adopt and maintain a policy that defines the process by which an individual is admitted as a member of this Corporation. This policy will be consistent with these bylaws, the nonprofit purpose, and provisions of law. If the Board has not adopted a policy that defines the Admission Process, the following process will apply: Each prospective member shall be approved by majority of the Board. Approval via electronic mail is sufficient; a special meeting is not required. | ||
- | ====Section 4. Fees and Dues ==== | ||
- | The monthly dues payable to the Corporation by members, if any, shall be set by the Board of Directors. | ||
- | ====Section 5. Number of Members ==== | ||
- | The Board of Directors may limit the number of members. | ||
- | ====Section 6. Membership Book ==== | ||
- | The Corporation shall keep a membership book containing the name and electronic mail address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the Corporation' | ||
- | ====Section 7. Non-liability of Members ==== | ||
- | A member of this corporation is not, as such, personally liable for the debts, liabilities, | ||
- | ====Section 8. Non-transferability of Memberships ==== | ||
- | No member may transfer a membership or any right arising from membership. All rights of membership cease upon the member' | ||
- | ====Section 9. Member Code of Conduct ==== | ||
- | We do not engage in illegal activity. We require honesty and integrity. We respect each individual' | ||
- | ====Section 10. Termination of Membership ==== | ||
- | 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, | ||
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- | =====Article 11 Meetings of Members===== | ||
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- | ====Section 1. Place of Meetings ==== | ||
- | Meetings of members shall be held at the principal office of the Corporation or at such other place or places as may be designated from time to time by resolution of the Board of Directors. | ||
- | ====Section 2. Regular Meetings ==== | ||
- | A regular meeting of members shall be held on the first Tuesday of November, at 7:00 P. M., for the purpose of electing open Directors seats, and transacting other business as may be opened for member vote by the Board of Directors. For election of Directors and President, the candidates receiving the highest number of votes shall be elected. Each voting member shall cast one vote, (a) in person by secret ballot at the meeting, (b) by e-mail or facsimile transmission received prior to the meeting in a manner set forth by the Board of Directors, and (c) by any combination of the above mentioned methods as determined by the Board of Directors. When there is only one nominee for an office, such member may be elected by voice vote. The Secretary of the corporation will tally the votes. The day of a regular meeting may be moved by the Board of Directors up to thirty (30) days earlier or fifteen (15) days later than the date specified, provided notice is given to members sixty (60) days prior to the change. | ||
- | ====Section 3. Special Meetings of Members ==== | ||
- | Special meetings of the members shall be called by the Board of Directors, the chairperson of the Board, or the President of the corporation, | ||
- | ====Section 4. Notice of Meetings ==== | ||
- | Unless otherwise provided by the articles of incorporation, | ||
- | ====Section 5. Quorum for Meetings ==== | ||
- | A quorum shall consist of one third of the voting members of the Corporation. Except as otherwise provided under the articles of incorporation, | ||
- | ====Section 6. Quorum Action as Membership Action ==== | ||
- | Every act or decision done or made by a quorum of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the articles of incorporation, | ||
- | ====Section 7. Voting Rights ==== | ||
- | Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors and President, however, shall be as defined by these bylaws. | ||
- | ====Section 8. Action by Written Ballot ==== | ||
- | Except as otherwise provided under the articles of incorporation, | ||
- | ====Section 9. Conduct of Meetings==== | ||
- | Meetings of members shall be presided over by the chairperson of the Board, or, if there is no chairperson or, in his or her absence, by the President of the Corporation or, in his or her absence, by a chairperson chosen by a majority of the voting members present at the meeting. The Secretary of the Corporation shall act as secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting. Meetings shall be governed by these bylaws, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the articles of incorporation or with provisions of law. | ||