From HacDC Wiki
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 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
Amendments are handled as specified in Article 7
(Note: As of 4/11/08 the Initial Board of Directors had not met to approve these bylaws.)
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, 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 Classes
HACDC has a voting membership class and a non-voting membership class.
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
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.
Section 4: Voting Membership Dues
The amount, payment period, due date and acceptable methods for collection of dues shall be set each year at the annual meeting by majority vote of the members. 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.
Section 4: 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, preference for electronic receipt of communications. Each voting member is responsible for continuing to support the purposes of the corporation.
Section 5: 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 3. Voting membership may also be terminated for any reason by written petition signed by more than three quarters (3/4ths) of the voting members.
Section 6: Non-voting membership
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 review. 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 review, 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.
Article III: How we meet
Section 1: Regular meetings
Regular meetings of voting members shall be held every Tuesday at 19:00 PM 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, of or after a federal holiday unless specifically approved at the prior regular meeting or annual meeting.
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. 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.
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.
Section 4: Notice of meetings
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.
Section 5: Quorum
A majority of voting members at a duly called meeting shall constitute a quorum.
Section 6: Voting
All issues, except when otherwise specified in these bylaws, shall be decided by affirmative vote of more than half of the voting members present at a duly held meeting.
Section 7: Conduct of meetings
All meetings shall follow the [[MIBS Simplified Rules of Coordinated Consensus through Chaos] as approved at an annual meeting.
Article IV: The Ministers
Section 1: Role, Number, Qualification, Term and Compensation:
There shall be four officers, referred to as "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.
Section 2: Duties of the Coordinator in Chief
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, ensure that vegan baked goods are available at all meetings and serve other duties of a President as required by law or custom.
Section 3: Duties of the Minister of Information
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, and serving in 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.
Section 4: Duties of the Keeper of the MIBS
The Keeper of the MIBS shall be responsible for keeping 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.
Section 5: Duties of the Minister of Finance
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.
Section 6: Duties of the Ministers 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, vegan recipies and relevant copies of the organization's district and federal tax returns.
Section 7: Ministers 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.
Article V: The Board of Directors
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.
Section 2: Meetings
The Board of Directors shall meet when necessary, provided all voting members receive notice sent electronically at least 5 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 at least 5 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 within 48 hours and 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. 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.
Section 4: Quorum
Four board members at a duly called 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 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.
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.
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 personally or by registered mail to take effect.