276 lines
12 KiB
Markdown
Executable File
276 lines
12 KiB
Markdown
Executable File
By law, this is the core governing document of HacDC.
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Amendments are handled as specified in Article VII: Amendments
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These Bylaws were approved by the incorporators on May 17, 2008 after
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consulting with prospective charter members.
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## Article I: Why We Exist
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### Section 1: General Purposes
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Said corporation is organized exclusively for charitable, educational,
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and scientific purposes within the meaning of Section 501(c)(3) of the
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Internal Revenue Code, or the corresponding section of any future
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federal tax code. The mission of the corporation is to improve the world
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by creatively rethinking technology.
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### Section 2: Specific Purposes
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Subject to and within the limits of Section 1, the corporation shall:
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- Build and maintain spaces suitable for technical and social
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collaboration.
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- Collaborate on all forms of technology, culture and craft in new and
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interesting ways.
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- Apply the results of its work to specific cultural, educational,
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charitable and scientific causes.
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- Freely share its research and discoveries, using what is learned to
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teach others.
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- Recruit and develop talented members dedicated to these purposes.
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## Article II: Who We Are
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### Section 1: Designation of Membership Class
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HacDC has a single membership class with voting rights.
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### Section 2: Voting Membership Class Qualifications
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Any person who supports the purposes laid out in Article I of these
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bylaws is qualified to become a member.
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### Section 3: Voting Membership Class Election
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The [standing rules](Standing_Rules "wikilink") shall specify procedures
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for inducting new members. For purposes of these bylaws, all persons
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listed as initial directors on the Articles of Incorporation shall be
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considered the initial voting members.
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### Section 4: Voting Membership Dues
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The amount, payment period, due date and acceptable methods for
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collection of dues shall be reviewed each year at the annual meeting,
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and shall be specified in the [standing
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rules](Standing_Rules "wikilink").
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### Section 5: Voting Membership Rights and Responsibilities
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Each voting member shall have an equal right to voice their opinion and
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vote their preference or abstain from voting in the affairs of the
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corporation. Each voting member shall exercise only one vote for each
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decision before the corporation. Each voting member shall have
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reasonable inspection rights of corporate records. Each voting member
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shall be responsible for timely payment of dues, providing their current
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address, contact information, and preference for electronic receipt of
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communications. Each voting member is responsible for continuing to
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support the purposes of the corporation.
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### Section 6: Voting Membership Resignation and Termination
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*The paragraph in italics below was accepted in [January
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2017](Annual_Meeting_2017#Bylaws_Amendments "wikilink").*
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Any voting member may resign by filing a resignation with any Minister.
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Resignation shall not relieve a voting member of unpaid dues or other
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monies owed. Voting membership shall be suspended for non-payment of
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dues by the Treasurer after a period of three (3) months. Any suspended
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voting member may restore their membership as shall be specified in the
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[standing rules](Standing_Rules "wikilink"). Voting membership may also
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be terminated for any reason by written petition signed by more than
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three quarters (3/4ths) of the voting members.
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*For substantial cause, the Board of Directors may indefinitely suspend
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a member's access to the space by a 2/3 majority vote of the board. By
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voting at an official meeting with quorum, members may reinstate or
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suspend, access or membership, for any member whose access has been
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suspended by the board. The board may suspend the access of no more than
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two members per month via this procedure. Access to the space may not be
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re-suspended by the Board of Directors for the same actions or
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incidents. Explanation of such suspensions must be submitted
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electronically to all members.*
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## Article III: How we meet
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### Section 1: Regular Meetings
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Regular meetings of voting members shall be held as designated in the
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[standing rules](Standing_Rules "wikilink").
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### Section 2: Annual Meetings
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An annual meeting of all members shall take place sometime in January,
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February or March. The President shall select the date, time and place
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no later than January 31 of each year. The date, time and place of the
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annual meeting must be posted in the registered office and submitted to
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members electronically at least two weeks prior to the annual meeting. A
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petition signed by more than three quarters (3/4ths) of voting members
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and submitted to the Board of Directors before Valentine's Day may
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specify a new date, time and place for the annual meeting. At the annual
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meeting, the voting members shall elect the Board of Directors, review
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and vote on the [standing rules](Standing_Rules "wikilink") and policies
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of the corporation, receive reports on the activities of the
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corporation, approve the budget and determine the direction of the
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corporation in the coming year.
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### Section 3: Special Meetings
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A petition presented to all voting members and approved by one half
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(1/2) of voting members may call a special meeting. Such a petition must
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include the date, time, place and agenda of the special meeting.
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Notification of the result of the petition shall be presented to all
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members prior to the meeting.
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### Section 4: Quorum
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At a duly called meeting, at least 25% (one quarter) of the entire
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voting membership shall constitute a quorum.
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This value was lowered from 50% by Bylaws Amendment 1: Revise Quorum.
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### Section 5: Voting
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When a quorum is present, all issues, except when otherwise specified in
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these bylaws, shall be decided by affirmative vote of more than 50% (one
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half) of the voting members present.
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### Section 6: Conduct of Meetings
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The conduct of all meetings shall follow the rules of order as specified
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in the [standing rules](Standing_Rules "wikilink").
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## Article IV: The Officers
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### Section 1: Role, Number, Qualification, Term and Compensation
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There shall be four officers, a President, a Vice President, a Secretary
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and a Treasurer. Each officer must be a voting member and each officer
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shall serve from the time of their election until their successor is
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elected and qualifies. No officer may serve more than 3 consecutive
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terms. No officer shall be compensated for their service as an officer,
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though the corporation may provide insurance and indemnity for officers
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as allowed by law.
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### Section 2: Duties of the President
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The President shall preside over all meetings or designate an alternate,
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attempt to achieve consensus in all decision-making, ensure the
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membership is informed of all relevant issues, and serve other duties of
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a President as required by law or custom.
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### Section 3: Duties of the Vice President
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The Vice President shall be primarily responsible for the information
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systems and communication processes of the corporation and serve all
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other duties of a Vice President as required by law or custom, including
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acting when the President is unable or unwilling to act.
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### Section 4: [Duties of the Secretary](Duties_of_the_Secretary "wikilink")
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The Secretary shall be responsible for maintaining membership and
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corporate records and for serving all other duties of a Secretary as
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required by law or custom.
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### Section 5: Duties of the Treasurer
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The Treasurer shall serve as custodian of corporate funds, collect dues,
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present a financial report at each regular and annual meeting, assist in
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the preparation of the budget, make financial information available to
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members and the public, and serve all other duties of a Treasurer as
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required by law or custom.
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### Section 6: Duties of the Officers as whole to provide an Annual Report
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The Officers must provide an annual report. The report shall chronicle
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the activities of the corporation, including specific narratives on the
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corporation's work, the corporation's annual financial statements,
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relevant legal filings, and relevant copies of the organization's
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district and federal tax returns.
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### Section 7: Officers are Directors
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The Officers shall also serve as bona-fide directors on the Board of
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Directors. Election, resignation, removal and vacancies of the Officers
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are handled in accordance with procedures laid out in Article V.
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## Article V: The Board of Directors
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### Section 1: Role, Size, Term and Compensation
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The board of directors shall consist of the four Officers as defined in
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Article IV and two at-large directors, all of whom are considered
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directors for the purposes of this article. All directors must be voting
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members of the corporation. Each director shall serve from the time of
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their election until their successor is elected and qualifies. No member
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may serve more than 3 consecutive terms on the board of directors. No
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director may be compensated for their service as a board member, though
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the corporation may provide insurance and indemnity for board members as
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allowed by law.
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### Section 2: Meetings
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The Board of Directors shall meet when necessary, provided all voting
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members receive notice sent electronically at least five business days
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prior to the meeting. All voting members may attend a meeting of the
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board of directors. The notice shall give the time, place, reason for
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calling the meeting and the agenda for said meeting. Notices shall be
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conspicuously posted at the registered office and electronically
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distributed to all members at least five business days prior to a
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meeting. Minutes shall follow the [standing
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rules](Standing_Rules "wikilink") for meetings as approved at an annual
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meeting. Minutes of each board meeting shall be conspicuously posted at
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the registered office and electronically distributed to members within
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48 hours. Minutes shall be considered approved when signed by all board
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members in attendance.
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### Section 3: Elections
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Each member present shall be given an opportunity to be a candidate for
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each officer position and each at-large director position on the board.
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If there is more than one candidate for an officer position, the
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candidate which obtains the highest number votes from voting members
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present shall be elected. In the event of a tie, the election is decided
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by coin flip. If there are no candidates for an officer position, the
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outgoing officeholder may, if eligible, elect to serve another term. If
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more than two members are candidates for at-large director, each voting
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member present shall rank the candidates. The two candidates obtaining
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the highest preferences from voting members present shall be elected.
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### Section 4: Quorum
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Two-thirds of board members at a duly called board member meeting shall
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constitute a quorum.
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### Section 5: Voting
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All issues, except when otherwise specified in these bylaws, shall be
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decided by affirmative vote of more than half of the directors present
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at a duly held meeting.
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### Section 6: Resignation, Termination and Vacancies
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Any officer or director may resign by filing a written or electronic
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resignation with the Secretary or two other board members. An officer or
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at-large director may be terminated in their role by written petition
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signed by more than two-thirds (2/3rds) of the voting membership.
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Vacancies on the board shall be filled at the next regular meeting using
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the applicable process outlined in Section 3.
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## Article VI: Committees
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On or before September 30, the members shall nominate and approve an
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audit committee consisting of three voting members who are not members
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of the board of directors and have not served as a director for 180 days
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prior to appointment. The audit committee shall have full inspection
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rights to the affairs and documentation of the corporation. No audit
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committee shall be convened if the corporation has fewer than nine
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voting members.
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## Article VII: Amendments
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These bylaws may be amended only when an amendment proposal petition is
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approved at a membership meeting and signed by more than three quarters
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(3/4ths) of voting members. Notice of such petition must be submitted
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electronically to all members.
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[Category:HacDC_Docs](Category:HacDC_Docs "wikilink") |