Difference between revisions of "Bylaws"

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By law, this is the core governing document of HacDC.  These bylaws were written to maximize the direct power of the membership as a whole, reducing the power of [[Board of Directors]] and the [[The Ministers | Ministers]] (how we refer to Corporate Officers) to as ceremonial and functional a role as possible.
 
  
The Bylaws in effect are kept in the [[Public Inspection Locker]]
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By law, this is the core governing document of HacDC.
  
Amendments are handled as specified in [[#Article VII: Amendments | Article 7]]
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Amendments are handled as specified in Article VII: Amendments
  
(Note: As of 4/11/08 the Initial Board of Directors had not met to approve these bylaws.)
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These Bylaws were approved by the incorporators on May 17, 2008 after consulting with prospective charter members.
  
== Article I : Why We Exist ==
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== Article I: Why We Exist ==
  
 
=== Section 1: General Purposes ===
 
=== 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.
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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.
  
 
=== Section 2: Specific Purposes ===
 
=== Section 2: Specific Purposes ===
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Subject to and within the limits of Section 1, the corporation shall:
 
Subject to and within the limits of Section 1, the corporation shall:
  
# Build and maintain spaces suitable for technical and social collaboration.
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* Build and maintain spaces suitable for technical and social collaboration.
# Collaborate on all forms of technology, culture and craft in new and interesting ways.
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* Collaborate on all forms of technology, culture and craft in new and interesting ways.
# Apply the results of its work to specific cultural, charitable and scientific causes.
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* 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.
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* Freely share its research and discoveries, using what is learned to teach others.
# Recruit and develop talented members dedicated to these purposes.
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* Recruit and develop talented members dedicated to these purposes.
  
== Article II: Who We Are ==  
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== Article II: Who We Are ==
  
=== Section 1: Designation of Membership Classes ===
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=== Section 1: Designation of Membership Class ===
  
HACDC has a voting membership class and a non-voting membership class.
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HacDC has a single membership class with voting rights.
  
 
=== Section 2: Voting Membership Class Qualifications ===
 
=== Section 2: Voting Membership Class Qualifications ===
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=== Section 3: Voting Membership Class Election ===
 
=== Section 3: Voting Membership Class Election ===
  
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 [[Articles of Incorporation#Eighth Article : Names and Address of Members of the Initial Board of Directors | initial directors]] on the [[Articles of Incorporation | Articles of Incorporation]] shall be considered the initial voting members.
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The [[Standing Rules|standing rules]] 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 ===
 
=== 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.  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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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]].
  
 
=== Section 5: Voting Membership Rights and Responsibilities ===
 
=== 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.
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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.
  
 
=== Section 6: Voting Membership Resignation and Termination ===
 
=== Section 6: Voting Membership Resignation and Termination ===
  
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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''The paragraph in italics below was accepted in [[Annual_Meeting_2017#Bylaws_Amendments|January 2017]].''
  
=== Section 7: Non-voting membership ===
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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]]. 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 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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''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 ==
 
== Article III: How we meet ==
  
=== Section 1: Regular meetings ===
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=== Section 1: Regular Meetings ===
  
Regular meetings of voting members shall be held every Tuesday at 19:30 local time at the registered office.  A different meeting place may be designated by written petition signed by more than three quarters (3/4ths) of voting members.  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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Regular meetings of voting members shall be held as designated in the [[Standing Rules|standing rules]].
  
 
=== Section 2: Annual Meetings ===
 
=== Section 2: Annual Meetings ===
  
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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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]] and policies of the corporation, receive reports on  
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the activities of the corporation, approve the budget and determine the direction of the corporation in the coming year.
  
=== Section 3: Special meetings ===
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=== Section 3: Special Meetings ===
  
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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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: Notice of meetings ===
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=== Section 4: Quorum ===
  
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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At a duly called meeting, at least 25% (one quarter) of the entire voting membership shall constitute a quorum.
  
=== Section 5: Quorum ===
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This value was lowered from 50% by Bylaws Amendment 1: Revise Quorum.
  
At a duly called meeting, at least 50% (one half) of the entire voting membership shall constitute a quorum.
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=== Section 5: Voting ===
 
 
=== Section 6: 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.
 
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 7: Conduct of meetings ===  
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=== Section 6: Conduct of Meetings ===
  
All meetings shall follow the [[MIBS Simplified Rules of Coordinated Consensus through Chaos]] as approved at an annual meeting.
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The conduct of all meetings shall follow the rules of order as specified in the [[Standing Rules|standing rules]].
  
== Article IV: The Ministers ==
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== Article IV: The Officers ==
  
=== Section 1: Role, Number, Qualification, Term and Compensation: ===
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=== Section 1: Role, Number, Qualification, Term and Compensation ===
  
There shall be four officers, referred to as "[[The Ministers |The Ministers]]", 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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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 Coordinator in Chief ===
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=== Section 2: Duties of the President ===
  
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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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 Minister of Information ===
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=== Section 3: Duties of the Vice President ===
  
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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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 Keeper of the MIBS ===
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=== Section 4: [[Duties of the Secretary]] ===
  
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 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 Minister of Finance ===
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=== Section 5: Duties of the Treasurer ===
  
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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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 Ministers as whole to provide an Annual Report ===
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=== Section 6: Duties of the Officers as whole to provide an Annual Report ===
  
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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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: Ministers are Directors ===
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=== Section 7: Officers are Directors ===
  
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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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 ==
 
== Article V: The Board of Directors ==
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=== Section 1: Role, Size, Term and Compensation ===
 
=== Section 1: Role, Size, Term and Compensation ===
  
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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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 ===
 
=== 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 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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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]] 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 ===
 
=== 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. 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 sing 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 vote for only one at-large director candidate. The three candidates obtaining the highest number of votes 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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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 ===
 
=== Section 4: Quorum ===
  
Four board members at a duly called meeting shall constitute a quorum.
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Two-thirds of board members at a duly called board member meeting shall constitute a quorum.
  
 
=== Section 5: Voting ===
 
=== Section 5: Voting ===
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=== Section 6: Resignation, Termination and Vacancies ===
 
=== Section 6: Resignation, Termination and Vacancies ===
  
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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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 ==
 
== Article VI: Committees ==
  
The board of directors shall nominate and the voting members shall 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 in the past year. 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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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 ==
 
== 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. Written notice of such petition must be delivered to all members of the corporation physically in person or by registered mail to take effect.
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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:Command Policy]] [[Category:Policy]]
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[[Category:HacDC_Docs]]

Latest revision as of 14:23, 16 May 2018


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 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.

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.

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. 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.

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 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.

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

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 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.