Difference between revisions of "Old Bylaws"

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== Current Status and Readme ==
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NOTE: This page is deprecated. Current work is on the [[New Bylaws]].
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== Bylaws ==
 
== Bylaws ==
  
By law, this is the core governing document of I3 Detroit. These bylaws were written to maximize the direct power of the membership as a whole, reducing the power of the Board of Directors and the elected members to a ceremonial and functional role as possible.
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Many organizational details are set out legally in the [[Articles of Incorporation]], and don't need to be duplicated in the Bylaws.
 
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The Bylaws in effect are kept in the [Insert Location]
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Amendments are handled as specified in Article 7
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These Bylaws will be approved by the Incorporators after 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, 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.
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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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1. Build and maintain spaces suitable for technical and social collaboration.
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2. Collaborate on all forms of technology, culture and craft in new and interesting ways.
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3. Apply the results of its work to specific cultural, charitable and scientific causes.
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4. Freely share its research and discoveries, using what is learned to teach others.
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5. 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 Classes
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I3 DETROIT has a voting membership class and a non-voting membership class.
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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 bylaws is qualified to become a member.
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Section 3: Voting Membership Class Election
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Any member may nominate a qualified person to be a voting member. Any eligible person may be elected as a voting member at any regular meeting upon payment of their first periodic dues and visual approval of all members present. For purposes of these bylaws, all persons listed as initial directors on the Articles of Incorporation shall be 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 collection of dues shall be reviewed each year at the annual meeting. A majority vote of the members at any meeting may change the procedure and terms for payment of dues. Member dues may be waived for a three month period due to financial hardship or relocation by written petition signed by more than three quarters (3/4ths) of the Board of Directors. Payment of dues may be waived for any other reason only by voting members at a duly called meeting.
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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 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.
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Section 6: Voting Membership Resignation and Termination
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Any voting member may resign by filing a written resignation with the Keeper of the MIBS. Resignation shall not relieve a voting member of unpaid dues or other monies owed. Voting membership may be suspended for non-payment of dues by the Minister of Finance. Any suspended voting member may restore their membership 90 days after suspension upon payment of dues owed and payable through one month beyond the end of the suspension period, or upon the granting of a dues waiver as outlined in Section 4. Voting membership may also be terminated for any reason by written petition signed by more than three quarters (3/4ths) of the voting members.
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Section 7: Non-Voting Membership
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For fundraising and honorary purposes, the Minister of Finance may declare the qualifications for and appointment of non-voting members. Non-voting memberships and membership titles are subject to voting member approval. Non-voting members do not have the right to vote in affairs of the corporation nor do they have any responsibilities towards it. All other rights and responsibilities of non-voting members shall be explicitly stated by the Minister of Finance and subject to voting member approval, except for the right to one (1) vegan chocolate chip cookie or a vegan baked good of equal or lesser nutritional value upon becoming a non-voting member.
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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 every Tuesday at 7:00 P.M  local time at the registered office or place of designation. Regular meetings shall not take place on the day before, upon, or after a federal holiday unless specifically approved at the prior regular meeting or annual meeting. Meetings shall not take place on the day of a closure declared by the Office of Personnel Management.  
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== Article I, Meetings ==
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=== Section 1, Notice ===
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Notice of the time and place of a meeting shall be given electronically, by posting on the corporation's Website (currently www.i3Detroit.com). Members who wish to receive notice by other means, such as electronic mail, may make such a request at any meeting, and reasonable accommodation (as determined by the Executive Committee) shall be made.  
  
Section 2: Annual Meetings
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=== Section 2, Regular Meetings ===
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Regular meetings shall be held every Tuesday at 7:00pm local time, at a place determined by the Board. If a meeting is to be held at a location other than where the previous meeting took place, notice of the new location shall be given not less than 24 hours before the start of the meeting. Unless otherwise specified, if the meeting date falls on a holiday, the meeting shall not be held. Notice of holiday meetings or changes shall be posted as specified above.
An annual meeting of all members shall take place sometime in January, February or March. The Coordinator in Chief 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 and policies of the corporation, receive reports on the activities of the corporation, approve the budget and determine the direction of corporation in the coming year.  
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Section 3: Special Meetings
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Minutes of each regular meeting shall be taken by the Secretary or a designated alternate, and posted online where members can access them, in a timely fashion after each meeting.
  
A petition presented to all voting members and signed by one third (1/3rd) of voting members may call a special meeting. Such a petition must include the date, time, place and agenda of the special meeting.  
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=== Section 3, Annual Meeting ===
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The Annual Meeting, at which certain corporate business takes place, including but not limited to the presentation of the previous year's Annual Report, will be held not less than 30 but not more than 90 days from the end of the corporation's fiscal year. Notice of the exact time and location of the Annual Meeting shall be given at least 7 days in advance, in the manner specified above.
  
Section 4: Notice of Meetings  
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=== Section 4, Procedures ===
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Meetings shall be conducted in accordance with generally accepted rules of procedure, namely Robert's Rules of Order unless another set of rules is agreed upon by a majority of the members present.
  
The time and place of upcoming meetings shall be conspicuously posted at the registered office and electronically sent to all voting members. No notice is required for a regular meeting. Special meetings require 72 hours notice considered delivered only when all voting members are personally notified and given an opportunity to sign a special meeting petition. The agenda of the next upcoming meeting and minutes of the previous meeting shall be posted at the registered office and electronically submitted to all voting members at least 72 hours prior to any meeting.  
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Business to be conducted may be raised by any member present, and motions approved by a majority of the members present. If a consensus about a motion cannot be reached in a timely fashion (as determined by the President or a designated alternate), the matter may be removed from consideration. The Executive Committee may, at its discretion, refine or rephrase a motion into one or more version(s) for members to vote on. This action may, at the E.C's discretion, take place after the meeting at which the motion was raised, such that it comes up for vote again at the subsequent meeting.
  
Section 5: Quorum
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Quorum at any regularly scheduled meeting shall be five (5) members, or one quarter of the current membership, whichever is higher. If quorum is achieved, a simple majority of the members present is required for any motion to pass, except as specified elsewhere in these bylaws.
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At a duly called meeting, at least 25% (one quarter) of the entire voting membership shall constitute a quorum.  
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Section 6: Voting
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Members must be present at a meeting to vote. Proxies, voting by electronic means, and other such complications are not appropriate for us at this time.
  
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.
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== Article II, Space ==
  
Section 7: Conduct of Meetings
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=== Section 1, Business Office ===
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When the Corporation acquires a physical space suitable for the purpose, the members may choose to make it the official business office, where corporate records are stored and made available for inspection. Until that time, the initial registered office is as specified in the [[Articles of Incorporation]].
All meetings shall follow the Simplified Rules of Coordinated Consensus as approved at an annual meeting.  
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=== Section 2, Access and Use ===
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Members in good standing will be given as much access to the space as is practical. The space may be used for any legal purpose consistent with the corporation's Purpose as stated in the [[Articles of Incorporation]], and the following section, Responsibilities.
  
'''Article IV: Officers'''
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=== Section 3, Responsibilities ===
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Members share the responsibility of keeping the space clean, safe, and secure. Members using the space are responsible for complying with noise and other requirements during their use. All members are expected to follow common sense guidelines, including but not limited to the following:
  
Section 1: Role, Number, Qualification, Term and Compensation
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* Share the space with other members who're there at the same time.
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* Clean up after yourself.
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* If you need help, ask for it.
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* Use appropriate personal protection gear. If it's not available, rectify that situation before continuing.
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* If it's not safe, don't do it.
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* If you break something, notify its owner.
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* If you find the door unlocked or the space messy, notify an Executive.
  
There shall be four officers, referred to as “The Officers", consisting of a Coordinator in Chief who shall serve the role of President, a Minister of Information who shall serve the role of Vice President, a Keeper of the MIBS who shall serve the role of Secretary and a Minister of Finance who shall serve the role of 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.  
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=== Section 4, Guests ===
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Non-members may be permitted entrance to the space, subject to the following:
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* If only one member is present, only two non-members may accompany.
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* If two members are present, they may invite any number of non-members.
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* Non-members may not use power tools unless granted an exemption by the tool's keeper.
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* Responsibility for leaving the space in a useful, clean state ultimately falls to the members who host the guests.
  
Section 2: Duties of the Coordinator in Chief
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=== Section 5, Tools ===
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Every tool has a "keeper", who may be but is not necessarily the person the tool actually came from. In the case of tools purchased by the group, such a keeper should be appointed. The tool's keeper is responsible for setting out tool usage policies, authorizing individual users, and generally looking after the tool. All members are responsible for, and their use of tools is conditional upon, following the guidelines set by keepers.
  
The Coordinator in Chief 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.  
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== Article III, Executive Committee ==
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=== Section 1, Selection ===
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Initially, the Incorporators shall serve as Executives. At the Initial Meeting, additional executives shall be appointed by the Incorporators, up to a total of seven (7).
  
Section 3: Duties of the Minister of Information
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=== Section 2, Duties ===
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The duties of the Executives include, but are not limited to:
The Minister of Information shall be primarily responsible for the information systems and communication processes of the corporation, coordinate the teams that manage and design those systems, draft policies and procedures for information system use, ensure effective communication and information exchange within the corporation, and serving all other duties of a Vice President as required by law or custom, including acting when the Coordinator in Chief is unable or unwilling to act.  
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* Preparing a budget and an annual financial report.
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* Collecting, tracking, and disbursing funds.
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* Mediating disputes among members.
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* Providing relevant paperwork and resources to their successors.
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* In general, managing the day-to-day affairs of the corporation.
  
Section 4: Duties of the Keeper of the MIBS
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Four of the Executives shall serve as officers, in the following roles:
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* President, who runs meetings, serves as a spokesperson, and other functions prescribed by law or custom.
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* Vice President, who assists and relieves the president when needed.
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* Treasurer, who keeps the corporation's accounts.
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* Secretary, who takes minutes, records decisions made by the board and the members, etc.
  
The Keeper of the MIBS shall be responsible for membership records including membership and board meeting actions and petitions, sending out meeting announcements, posting and distributing copies of membership meeting minutes and relevant meeting agendas to the membership, assuring that corporate records are maintained, assigning MIBS points to worthy members for a job well done and serving all other duties of a Secretary as required by law or custom.  
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The other three executives are at-large executives, and shall generally assist the officers. Officers may delegate responsibilities as necessary.
  
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=== Section 3, Term ===
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Executives serve at the pleasure of the membership and may be replaced at any time. Otherwise, the term of a executive is not limited. Any member who wishes to may, at any meeting, nominate an existing executive to be replaced, and a new candidate to replace them. The candidate must accept the nomination. After discussion, a two-thirds majority vote of the members present at the meeting is required to continue the action, and a simple majority at the ''next'' regular meeting is required to confirm it. Only one such action may be in progress at a time. The fact that such an action has started should be clearly noted in the meeting minutes, and notice of same posted on the website at least 72 hours in advance of the subsequent meeting at which the confirmation vote will be held.
  
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=== Section 4, Resignation ===
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An executive who wishes to resign may do so by announcing it at a regular meeting, or if they are unable to attend, by notifying the other executives who will announce it. Any number of members may volunteer as replacements, and voting will be held in runoffs until a winner is produced. Confirmation by a majority of the members present is required to seat the new executive. If no replacement is found, the seat may remain open. Replacement by resignation takes place at a single meeting. Resignation from the Executive Committee does not affect the member's standing as a regular member.
  
Section 5: Duties of the Minister of Finance
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== Article IV, Members ==
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=== Section 1, Eligibility and Joining ===
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Any person who supports the Purpose defined in the [[Articles of Incorporation]] is eligible to become a member. At this time, minors are not being considered for membership until insurance and related matters are sorted out. Initially, all Incorporators are considered members.
  
The Minister of Finance shall be custodian of corporate funds, collect dues, make a financial report for each meeting, assist in the preparation of the budget, develop fundraising plans, make financial information available to members and the public, sneer at members who do not pay dues in a timely fashion and serve all other duties of a Treasurer as required by law or custom.  
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Any member may nominate a person to become a member at any meeting. A majority vote of the members present, and payment of first dues, are required to gain member status.
  
Section 6: Duties of the Ministers as whole to provide an Annual Report
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=== Section 2, Dues ===
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Dues are $50 per month, payable by means specified by the Treasurer. Any member who falls more than 30 days past due will be considered in arrears, and lose their access to the space and associated privileges.
  
The Ministers must prepare an annual report to be distributed at the annual meeting. The report should 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.  
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=== Section 3, Waivers ===
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Dues for an individual member may be reduced or waived entirely by a two-thirds majority of Executives. The term of this waiver may not exceed six months, but it may be extended at any time for up to six months in the future, by a simple majority of the Executive Committee.  
  
Section 7: Ministers are Directors
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=== Section 4, Expulsion ===
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A member who has seriously violated the principles or trust of the group may be expelled. Any member can suggest that this action be initiated, by raising the issue at a regular meeting. A two-thirds majority of members present are required to continue the action, at which time the member's access to the space is considered revoked. To make the decision permanent, a simple majority at the next regular meeting (similar to and subject to the same notification requirements as an executive's replacement) is required. There is no limit to how many of these actions may be in progress at a time. If the action fails at the second meeting, the member's access will be reinstated.
  
The Ministers shall also serve as bona-fide directors on the Board of Directors. Election, resignation, removal and vacancies of the Ministers are handled in accordance with procedures laid out in Article V.
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=== Section 5, Quitting and Refunds ===
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FIXME
  
'''Article V: The Board of Directors'''
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=== Section 6, Recordkeeping ===
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The Secretary shall keep a record of all members, including each member's name and the date they joined. The Treasurer shall work with the Secretary to maintain records of dues payment, and to notify members when they are in arrears.
  
Section 1: Role, Size, Term and Compensation
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== Article IV, Donations and Property ==
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=== Section 1, Intellectual Property ===
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The Corporation makes no claims as to the intellectual property of members, whether developed at the space or elsewhere. Individual members are responsible for choosing the license, if any, under which their work may be shared or reserved. The Corporation shall not, at this time, allow licenses to be transferred to it.
  
The board of directors shall consist of the four Ministers 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.  
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=== Section 2, Financial Donations ===
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FIXME. Must be used consistent with AoI.  
  
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=== Section 3, Donations of Stuff ===
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FIXME
  
Section 2: Meetings
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=== Section 4, Dissolution ===
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If the Corporation should dissolve, all its assets and property shall be handled as specified for nonprofit corporations. (Grab some boilerplate for this, FIXME.)
  
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 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.  
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== Article V, Amendments ==
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Any member may propose an amendment to these bylaws at a regular meeting. After discussion, a two-thirds majority must agree to bring the matter to a vote at the next meeting. Notification as described under Article III Section 3 (executives, term) shall be followed. Prior to the subsequent meeting, the Executive Committee may set the final wording of the amendment that will be voted on, or specify various options which will all be presented to the members for voting. At the subsequent meeting, the different versions of the amendment will be subject to voting by simple approval, and the one which gains the most support and also attains a simple majority of the members present, shall be adopted.  
  
Section 3: Elections
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= TODO: =
  
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. If there are no candidates for an officer position, the outgoing officeholder may, if eligible, elect to serve another term or select any willing member to serve in that position. If there is only one candidate for an officer position, the outgoing officeholder must perform a song chosen by the incoming officeholder at the karaoke bar of the incoming officeholder's choice. If fewer than two members are candidates for at-large director, those candidates are automatically elected and the remaining vacancies shall be filled by a random process selected by the outgoing Coordinator in Chief. 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. If exactly two members are candidates for at-large director, the outgoing chairperson must immediately dance in a reasonably silly manner for at least two minutes.
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Should there be a way for members (or others) to "lease" things (like tools) to the corporation, for a token amount, so that they retain ownership if/when the corporation dissolves?
  
Section 4: Quorum
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Should there be a way to immediately amend the bylaws, perhaps by unanimous decision of the E.C., or some other way of handling emergencies?
  
Two thirds of board members at a duly called board member meeting shall constitute a quorum.
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= Legal questions =
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Section 5: Voting
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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.
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Must the member rolls be available for public inspection? Can members choose to join anonymously?
  
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Does MCL 450.2305 interfere with our plans to allow members to vote on stuff? I've removed all references to "directors" so the corporation is now run by an Executive Committee, I hope this works.
  
Section 6: Resignation, Termination and Vacancies
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Part of the group's purpose is to help its members with their projects. If group-purchased components end up in a member's finished project, is that "inuring to their benefit" and is it a conflict of interest? What if that member is an executive at the time?
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Any officer or director may resign by filing a written resignation with the Keeper of the MIBS or two other board members. An officer or at-large director may be terminated in their role by written petition signed by more than three quarters (3/4ths) of the voting membership. Vacancies on the board shall be filled at the next regular meeting using the applicable process outlined in Section 3.
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'''Article VI: Committees'''
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Should we have a way for the E.C. to meet in closed session if required for attorney-client privilege or something?
  
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. Otherwise, the board or voting members may not create committees or delegate their authority.
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Should the AoI also assume liability for volunteers, in addition to directors? Can we just change it to cover all members? Borrowed that article from SEMCO's AoI. (Uh oh, does AoI reference directors even though bylaws specify an Executive committee now?)
  
'''Article VII: Amendments'''
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If we have a general liability release form that members sign upon joining, should it be referenced in these bylaws? As a condition of membership, like dues?
  
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. Written notice of such petition must be submitted electronically to all members and delivered to all members of the corporation physically in person or by registered mail to take effect.
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[[Category:Organization Information]]
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[[Category:Historic Archive Data]]

Revision as of 10:52, 9 August 2012

Contents

Current Status and Readme

NOTE: This page is deprecated. Current work is on the New Bylaws.

Bylaws

Many organizational details are set out legally in the Articles of Incorporation, and don't need to be duplicated in the Bylaws.

Article I, Meetings

Section 1, Notice

Notice of the time and place of a meeting shall be given electronically, by posting on the corporation's Website (currently www.i3Detroit.com). Members who wish to receive notice by other means, such as electronic mail, may make such a request at any meeting, and reasonable accommodation (as determined by the Executive Committee) shall be made.

Section 2, Regular Meetings

Regular meetings shall be held every Tuesday at 7:00pm local time, at a place determined by the Board. If a meeting is to be held at a location other than where the previous meeting took place, notice of the new location shall be given not less than 24 hours before the start of the meeting. Unless otherwise specified, if the meeting date falls on a holiday, the meeting shall not be held. Notice of holiday meetings or changes shall be posted as specified above.

Minutes of each regular meeting shall be taken by the Secretary or a designated alternate, and posted online where members can access them, in a timely fashion after each meeting.

Section 3, Annual Meeting

The Annual Meeting, at which certain corporate business takes place, including but not limited to the presentation of the previous year's Annual Report, will be held not less than 30 but not more than 90 days from the end of the corporation's fiscal year. Notice of the exact time and location of the Annual Meeting shall be given at least 7 days in advance, in the manner specified above.

Section 4, Procedures

Meetings shall be conducted in accordance with generally accepted rules of procedure, namely Robert's Rules of Order unless another set of rules is agreed upon by a majority of the members present.

Business to be conducted may be raised by any member present, and motions approved by a majority of the members present. If a consensus about a motion cannot be reached in a timely fashion (as determined by the President or a designated alternate), the matter may be removed from consideration. The Executive Committee may, at its discretion, refine or rephrase a motion into one or more version(s) for members to vote on. This action may, at the E.C's discretion, take place after the meeting at which the motion was raised, such that it comes up for vote again at the subsequent meeting.

Quorum at any regularly scheduled meeting shall be five (5) members, or one quarter of the current membership, whichever is higher. If quorum is achieved, a simple majority of the members present is required for any motion to pass, except as specified elsewhere in these bylaws.

Members must be present at a meeting to vote. Proxies, voting by electronic means, and other such complications are not appropriate for us at this time.

Article II, Space

Section 1, Business Office

When the Corporation acquires a physical space suitable for the purpose, the members may choose to make it the official business office, where corporate records are stored and made available for inspection. Until that time, the initial registered office is as specified in the Articles of Incorporation.

Section 2, Access and Use

Members in good standing will be given as much access to the space as is practical. The space may be used for any legal purpose consistent with the corporation's Purpose as stated in the Articles of Incorporation, and the following section, Responsibilities.

Section 3, Responsibilities

Members share the responsibility of keeping the space clean, safe, and secure. Members using the space are responsible for complying with noise and other requirements during their use. All members are expected to follow common sense guidelines, including but not limited to the following:

  • Share the space with other members who're there at the same time.
  • Clean up after yourself.
  • If you need help, ask for it.
  • Use appropriate personal protection gear. If it's not available, rectify that situation before continuing.
  • If it's not safe, don't do it.
  • If you break something, notify its owner.
  • If you find the door unlocked or the space messy, notify an Executive.

Section 4, Guests

Non-members may be permitted entrance to the space, subject to the following:

  • If only one member is present, only two non-members may accompany.
  • If two members are present, they may invite any number of non-members.
  • Non-members may not use power tools unless granted an exemption by the tool's keeper.
  • Responsibility for leaving the space in a useful, clean state ultimately falls to the members who host the guests.

Section 5, Tools

Every tool has a "keeper", who may be but is not necessarily the person the tool actually came from. In the case of tools purchased by the group, such a keeper should be appointed. The tool's keeper is responsible for setting out tool usage policies, authorizing individual users, and generally looking after the tool. All members are responsible for, and their use of tools is conditional upon, following the guidelines set by keepers.

Article III, Executive Committee

Section 1, Selection

Initially, the Incorporators shall serve as Executives. At the Initial Meeting, additional executives shall be appointed by the Incorporators, up to a total of seven (7).

Section 2, Duties

The duties of the Executives include, but are not limited to:

  • Preparing a budget and an annual financial report.
  • Collecting, tracking, and disbursing funds.
  • Mediating disputes among members.
  • Providing relevant paperwork and resources to their successors.
  • In general, managing the day-to-day affairs of the corporation.

Four of the Executives shall serve as officers, in the following roles:

  • President, who runs meetings, serves as a spokesperson, and other functions prescribed by law or custom.
  • Vice President, who assists and relieves the president when needed.
  • Treasurer, who keeps the corporation's accounts.
  • Secretary, who takes minutes, records decisions made by the board and the members, etc.

The other three executives are at-large executives, and shall generally assist the officers. Officers may delegate responsibilities as necessary.

Section 3, Term

Executives serve at the pleasure of the membership and may be replaced at any time. Otherwise, the term of a executive is not limited. Any member who wishes to may, at any meeting, nominate an existing executive to be replaced, and a new candidate to replace them. The candidate must accept the nomination. After discussion, a two-thirds majority vote of the members present at the meeting is required to continue the action, and a simple majority at the next regular meeting is required to confirm it. Only one such action may be in progress at a time. The fact that such an action has started should be clearly noted in the meeting minutes, and notice of same posted on the website at least 72 hours in advance of the subsequent meeting at which the confirmation vote will be held.

Section 4, Resignation

An executive who wishes to resign may do so by announcing it at a regular meeting, or if they are unable to attend, by notifying the other executives who will announce it. Any number of members may volunteer as replacements, and voting will be held in runoffs until a winner is produced. Confirmation by a majority of the members present is required to seat the new executive. If no replacement is found, the seat may remain open. Replacement by resignation takes place at a single meeting. Resignation from the Executive Committee does not affect the member's standing as a regular member.

Article IV, Members

Section 1, Eligibility and Joining

Any person who supports the Purpose defined in the Articles of Incorporation is eligible to become a member. At this time, minors are not being considered for membership until insurance and related matters are sorted out. Initially, all Incorporators are considered members.

Any member may nominate a person to become a member at any meeting. A majority vote of the members present, and payment of first dues, are required to gain member status.

Section 2, Dues

Dues are $50 per month, payable by means specified by the Treasurer. Any member who falls more than 30 days past due will be considered in arrears, and lose their access to the space and associated privileges.

Section 3, Waivers

Dues for an individual member may be reduced or waived entirely by a two-thirds majority of Executives. The term of this waiver may not exceed six months, but it may be extended at any time for up to six months in the future, by a simple majority of the Executive Committee.

Section 4, Expulsion

A member who has seriously violated the principles or trust of the group may be expelled. Any member can suggest that this action be initiated, by raising the issue at a regular meeting. A two-thirds majority of members present are required to continue the action, at which time the member's access to the space is considered revoked. To make the decision permanent, a simple majority at the next regular meeting (similar to and subject to the same notification requirements as an executive's replacement) is required. There is no limit to how many of these actions may be in progress at a time. If the action fails at the second meeting, the member's access will be reinstated.

Section 5, Quitting and Refunds

FIXME

Section 6, Recordkeeping

The Secretary shall keep a record of all members, including each member's name and the date they joined. The Treasurer shall work with the Secretary to maintain records of dues payment, and to notify members when they are in arrears.

Article IV, Donations and Property

Section 1, Intellectual Property

The Corporation makes no claims as to the intellectual property of members, whether developed at the space or elsewhere. Individual members are responsible for choosing the license, if any, under which their work may be shared or reserved. The Corporation shall not, at this time, allow licenses to be transferred to it.

Section 2, Financial Donations

FIXME. Must be used consistent with AoI.

Section 3, Donations of Stuff

FIXME

Section 4, Dissolution

If the Corporation should dissolve, all its assets and property shall be handled as specified for nonprofit corporations. (Grab some boilerplate for this, FIXME.)

Article V, Amendments

Any member may propose an amendment to these bylaws at a regular meeting. After discussion, a two-thirds majority must agree to bring the matter to a vote at the next meeting. Notification as described under Article III Section 3 (executives, term) shall be followed. Prior to the subsequent meeting, the Executive Committee may set the final wording of the amendment that will be voted on, or specify various options which will all be presented to the members for voting. At the subsequent meeting, the different versions of the amendment will be subject to voting by simple approval, and the one which gains the most support and also attains a simple majority of the members present, shall be adopted.

TODO:

Should there be a way for members (or others) to "lease" things (like tools) to the corporation, for a token amount, so that they retain ownership if/when the corporation dissolves?

Should there be a way to immediately amend the bylaws, perhaps by unanimous decision of the E.C., or some other way of handling emergencies?

Legal questions

Must the member rolls be available for public inspection? Can members choose to join anonymously?

Does MCL 450.2305 interfere with our plans to allow members to vote on stuff? I've removed all references to "directors" so the corporation is now run by an Executive Committee, I hope this works.

Part of the group's purpose is to help its members with their projects. If group-purchased components end up in a member's finished project, is that "inuring to their benefit" and is it a conflict of interest? What if that member is an executive at the time?

Should we have a way for the E.C. to meet in closed session if required for attorney-client privilege or something?

Should the AoI also assume liability for volunteers, in addition to directors? Can we just change it to cover all members? Borrowed that article from SEMCO's AoI. (Uh oh, does AoI reference directors even though bylaws specify an Executive committee now?)

If we have a general liability release form that members sign upon joining, should it be referenced in these bylaws? As a condition of membership, like dues?