276 lines
12 KiB
Markdown
276 lines
12 KiB
Markdown
|
By law, this is the core governing document of HacDC.
|
||
|
|
||
|
Amendments are handled as specified in Article VII: Amendments
|
||
|
|
||
|
These Bylaws were approved by the incorporators on May 17, 2008 after
|
||
|
consulting with prospective charter members.
|
||
|
|
||
|
## Article I: Why We Exist
|
||
|
|
||
|
### Section 1: General Purposes
|
||
|
|
||
|
Said corporation is organized exclusively for charitable, educational,
|
||
|
and scientific purposes within the meaning of Section 501(c)(3) of the
|
||
|
Internal Revenue Code, or the corresponding section of any future
|
||
|
federal tax code. The mission of the corporation is to improve the world
|
||
|
by creatively rethinking technology.
|
||
|
|
||
|
### Section 2: Specific Purposes
|
||
|
|
||
|
Subject to and within the limits of Section 1, the corporation shall:
|
||
|
|
||
|
- Build and maintain spaces suitable for technical and social
|
||
|
collaboration.
|
||
|
- Collaborate on all forms of technology, culture and craft in new and
|
||
|
interesting ways.
|
||
|
- Apply the results of its work to specific cultural, educational,
|
||
|
charitable and scientific causes.
|
||
|
- Freely share its research and discoveries, using what is learned to
|
||
|
teach others.
|
||
|
- Recruit and develop talented members dedicated to these purposes.
|
||
|
|
||
|
## Article II: Who We Are
|
||
|
|
||
|
### Section 1: Designation of Membership Class
|
||
|
|
||
|
HacDC has a single membership class with voting rights.
|
||
|
|
||
|
### Section 2: Voting Membership Class Qualifications
|
||
|
|
||
|
Any person who supports the purposes laid out in Article I of these
|
||
|
bylaws is qualified to become a member.
|
||
|
|
||
|
### Section 3: Voting Membership Class Election
|
||
|
|
||
|
The [standing rules](Standing_Rules "wikilink") shall specify procedures
|
||
|
for inducting new members. For purposes of these bylaws, all persons
|
||
|
listed as initial directors on the Articles of Incorporation shall be
|
||
|
considered the initial voting members.
|
||
|
|
||
|
### Section 4: Voting Membership Dues
|
||
|
|
||
|
The amount, payment period, due date and acceptable methods for
|
||
|
collection of dues shall be reviewed each year at the annual meeting,
|
||
|
and shall be specified in the [standing
|
||
|
rules](Standing_Rules "wikilink").
|
||
|
|
||
|
### Section 5: Voting Membership Rights and Responsibilities
|
||
|
|
||
|
Each voting 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 voting member shall exercise only one vote for each
|
||
|
decision before the corporation. Each voting member shall have
|
||
|
reasonable inspection rights of corporate records. Each voting member
|
||
|
shall be responsible for timely payment of dues, providing their current
|
||
|
address, contact information, and preference for electronic receipt of
|
||
|
communications. Each voting member is responsible for continuing to
|
||
|
support the purposes of the corporation.
|
||
|
|
||
|
### Section 6: Voting Membership Resignation and Termination
|
||
|
|
||
|
*The paragraph in italics below was accepted in [January
|
||
|
2017](Annual_Meeting_2017#Bylaws_Amendments "wikilink").*
|
||
|
|
||
|
Any voting member may resign by filing a resignation with any Minister.
|
||
|
Resignation shall not relieve a voting member of unpaid dues or other
|
||
|
monies owed. Voting membership shall be suspended for non-payment of
|
||
|
dues by the Treasurer after a period of three (3) months. Any suspended
|
||
|
voting member may restore their membership as shall be specified in the
|
||
|
[standing rules](Standing_Rules "wikilink"). Voting membership may also
|
||
|
be terminated for any reason by written petition signed by more than
|
||
|
three quarters (3/4ths) of the voting members.
|
||
|
|
||
|
*For substantial cause, the Board of Directors may indefinitely suspend
|
||
|
a member's access to the space by a 2/3 majority vote of the board. By
|
||
|
voting at an official meeting with quorum, members may reinstate or
|
||
|
suspend, access or membership, for any member whose access has been
|
||
|
suspended by the board. The board may suspend the access of no more than
|
||
|
two members per month via this procedure. Access to the space may not be
|
||
|
re-suspended by the Board of Directors for the same actions or
|
||
|
incidents. Explanation of such suspensions must be submitted
|
||
|
electronically to all members.*
|
||
|
|
||
|
## Article III: How we meet
|
||
|
|
||
|
### Section 1: Regular Meetings
|
||
|
|
||
|
Regular meetings of voting members shall be held as designated in the
|
||
|
[standing rules](Standing_Rules "wikilink").
|
||
|
|
||
|
### 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 posted in the registered office and 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 voting members shall elect the Board of Directors, review
|
||
|
and vote on the [standing rules](Standing_Rules "wikilink") and policies
|
||
|
of the corporation, receive reports on the activities of the
|
||
|
corporation, approve the budget and determine the direction of the
|
||
|
corporation in the coming year.
|
||
|
|
||
|
### Section 3: Special Meetings
|
||
|
|
||
|
A petition presented to all voting members and approved by one half
|
||
|
(1/2) of voting members may call a special meeting. Such a petition must
|
||
|
include the date, time, place and agenda of the special meeting.
|
||
|
Notification of the result of the petition shall be presented to all
|
||
|
members prior to the meeting.
|
||
|
|
||
|
### Section 4: Quorum
|
||
|
|
||
|
At a duly called meeting, at least 25% (one quarter) of the entire
|
||
|
voting membership shall constitute a quorum.
|
||
|
|
||
|
This value was lowered from 50% by Bylaws Amendment 1: Revise Quorum.
|
||
|
|
||
|
### Section 5: 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 voting members present.
|
||
|
|
||
|
### Section 6: Conduct of Meetings
|
||
|
|
||
|
The conduct of all meetings shall follow the rules of order as specified
|
||
|
in the [standing rules](Standing_Rules "wikilink").
|
||
|
|
||
|
## Article IV: The Officers
|
||
|
|
||
|
### Section 1: Role, Number, Qualification, Term and Compensation
|
||
|
|
||
|
There shall be four officers, a President, a Vice President, a Secretary
|
||
|
and a Treasurer. Each officer must be a voting 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
|
||
|
|
||
|
The President shall preside over all 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.
|
||
|
|
||
|
### Section 3: Duties of the Vice President
|
||
|
|
||
|
The Vice President shall be primarily responsible for the information
|
||
|
systems and communication processes of the corporation and serve all
|
||
|
other duties of a Vice President as required by law or custom, including
|
||
|
acting when the President is unable or unwilling to act.
|
||
|
|
||
|
### Section 4: [Duties of the Secretary](Duties_of_the_Secretary "wikilink")
|
||
|
|
||
|
The Secretary shall be responsible for maintaining membership and
|
||
|
corporate records and for serving all other duties of a Secretary as
|
||
|
required by law or custom.
|
||
|
|
||
|
### Section 5: Duties of the Treasurer
|
||
|
|
||
|
The Treasurer shall serve as custodian of corporate funds, collect dues,
|
||
|
present a financial report at each regular and annual meeting, assist in
|
||
|
the preparation of the budget, make financial information available to
|
||
|
members and the public, and serve all other duties of a Treasurer as
|
||
|
required by law or custom.
|
||
|
|
||
|
### Section 6: Duties of the Officers as whole to provide an Annual Report
|
||
|
|
||
|
The Officers must provide an annual report. The report shall 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: Officers are Directors
|
||
|
|
||
|
The Officers shall also serve as bona-fide directors on the Board of
|
||
|
Directors. Election, resignation, removal and vacancies of the Officers
|
||
|
are handled in accordance with procedures laid out in Article V.
|
||
|
|
||
|
## Article V: The Board of Directors
|
||
|
|
||
|
### Section 1: Role, Size, Term and Compensation
|
||
|
|
||
|
The board of directors shall consist of the four Officers as defined in
|
||
|
Article IV and two at-large directors, all of whom are considered
|
||
|
directors for the purposes of this article. All directors must be voting
|
||
|
members of the corporation. Each director shall serve from the time of
|
||
|
their election until their successor is elected and qualifies. No member
|
||
|
may serve more than 3 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 2: Meetings
|
||
|
|
||
|
The Board of Directors shall meet when necessary, provided all voting
|
||
|
members receive notice sent electronically at least five business days
|
||
|
prior to the meeting. All voting 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. Notices shall be
|
||
|
conspicuously posted at the registered office and electronically
|
||
|
distributed to all members at least five business days prior to a
|
||
|
meeting. Minutes shall follow the [standing
|
||
|
rules](Standing_Rules "wikilink") for meetings as approved at an annual
|
||
|
meeting. Minutes of each board meeting shall be conspicuously posted at
|
||
|
the registered office and electronically distributed to members within
|
||
|
48 hours. Minutes shall be considered approved when signed by all board
|
||
|
members in attendance.
|
||
|
|
||
|
### Section 3: Elections
|
||
|
|
||
|
Each member present shall be given an opportunity to be a candidate for
|
||
|
each officer position and each at-large director position on the board.
|
||
|
If there is more than one candidate for an officer position, the
|
||
|
candidate which obtains the highest number votes from voting members
|
||
|
present shall be elected. In the event of a tie, the election is decided
|
||
|
by coin flip. If there are no candidates for an officer position, the
|
||
|
outgoing officeholder may, if eligible, elect to serve another term. If
|
||
|
more than two members are candidates for at-large director, each voting
|
||
|
member present shall rank the candidates. The two candidates obtaining
|
||
|
the highest preferences from voting members present shall be elected.
|
||
|
|
||
|
### Section 4: Quorum
|
||
|
|
||
|
Two-thirds of board members at a duly called board member meeting shall
|
||
|
constitute a quorum.
|
||
|
|
||
|
### Section 5: Voting
|
||
|
|
||
|
All issues, except when otherwise specified in these bylaws, shall be
|
||
|
decided by affirmative vote of more than half of the directors present
|
||
|
at a duly held meeting.
|
||
|
|
||
|
### Section 6: Resignation, Termination and Vacancies
|
||
|
|
||
|
Any officer or director may resign by filing a written or electronic
|
||
|
resignation with the Secretary or two other board members. An officer or
|
||
|
at-large director may be terminated in their role by written petition
|
||
|
signed by more than two-thirds (2/3rds) of the voting membership.
|
||
|
Vacancies on the board shall be filled at the next regular meeting using
|
||
|
the applicable process outlined in Section 3.
|
||
|
|
||
|
## Article VI: Committees
|
||
|
|
||
|
On or before September 30, the members shall nominate and approve an
|
||
|
audit committee consisting of three voting members who are not members
|
||
|
of the board of directors and have not served as a director for 180 days
|
||
|
prior to appointment. The audit committee shall have full inspection
|
||
|
rights to the affairs and documentation of the corporation. No audit
|
||
|
committee shall be convened if the corporation has fewer than nine
|
||
|
voting members.
|
||
|
|
||
|
## Article VII: Amendments
|
||
|
|
||
|
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. Notice of such petition must be submitted
|
||
|
electronically to all members.
|
||
|
|
||
|
[Category:HacDC_Docs](Category:HacDC_Docs "wikilink")
|