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Bylaws of Eugene Maker Space
I. NAME AND PURPOSE
- The name of this organization is "Eugene Maker Space", herein referred to as “EMS”.
- Eugene Maker Space is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future United States Internal Revenue law). Its mission is to foster a collaborative environment wherein people can explore and create intersections between technology, science, art, and culture.
- To provide a physical environment for the discussion, planning, and construction of collaborative endeavors in the application of technology as well as technological expressions of artwork.
- to provide a location and tools for people to pursue projects;
- to facilitate the productive exchange of ideas; and
- to engage in community outreach.
- Words importing the singular include the plural and vice versa, and words importing a male person include a female person/
- In the Governing Documents (GD), the terms "Eugene Maker Space" and "EMS" shall be used interchangeably.
- Members who are in compliance with the provisions of the GD including being current on required dues, fees and assessments and who are not suspended shall be considered "members in good standing".
- The documents that have bearing on the structure and operation of EMS will be collectively known as the Governing Documents (GD). Except for the Articles and Bylaws changes to the rest of the GD documents requires a simple majority vote of the BOD. In order of precedence they are:
- "Articles of incorporation of EMS",
- "Bylaws of EMS",
- "Policies of EMS",
- "Procedures of EMS",
- "Rules of EMS",
- and others as needed...
- EMS shall be governed by a Board of Directors or (BOD). The size of which shall be at least three and not more than nine board members. Some or the entire BOD shall hold offices. The BOD shall exercise authority to manage of the affairs of the corporation, and to uphold the GD to the best of it's ability.
- A board member must be a member in good standing to exercise his or her powers.
- A quorum of the Board of Directors shall be established at two-thirds of the total number of elected board members. However if some board members who are unable to attend a meeting, submit written signed waivers agreeing to allow the quorum to be reduced by one for each such waiver, but not to be less than one-third of the total elected board members, then the quorum requirements may be reduced for that meeting only. A quorum will be required for exercising any board powers.
- The board can also submit issues to the membership for a vote, as specified in the GD.
- Offices of the Board of Directors will be distinguished according to a particular operational task in a flat hierarchy. Definitive authority shall be given to no office in particular, but to a majority vote of a quorum of board members. The offices established may include, but are not limited to, the following:
- Champion: For legal purposes this position is considered the president of the BOD. The office of Champion shall be responsible for coordinating tasks between each office of the Board of Directors, assisting EMS membership in membership-related tasks, and other tasks as required by law. This position is required to be filled.
- Treasurer: The office of Treasurer shall be responsible for managing financial assets and liabilities and collecting membership dues, donations, and other revenue. The treasurer is also responsible for ensuring that all financial reports and other paperwork are filed 30 days before their legal deadlines. This position is required to be filled.
- Marketing Director: The office of Marketing Director shall be responsible for press releases, endeavors in social media, and promotion of EMS in general.
- Secretary: The office of the Secretary shall be responsible for the oversight of all records and papers produced in EMS's operations. The secretary is responsible for ensuring that all meeting minutes are taken and stored properly as according to law. This position is required to be filled.
- Resource Manager: The office of Resource Manager shall be responsible for the oversight of EMS facilities, membership equipment, storage, and related assets and maintain their operation and security.
- Candidates for the Board of Directors must be members in good standing with the GD.
- Elections for the Board of Directors shall take place annually as further described in the GD, at a time and place to be fixed from time to time by the board, and recorded in the GD. If a new board is unable to be elected at the annual meeting then a new board may be elected at any subsequent member meeting. At least 30 days notice shall be given for the annual meeting to the membership, including a description of any matter or matters which must be approved by the board or general voting members.
- Board terms are one (1) year. Interim board members may be elected by the current BOD under the conditions described in Article II, Section 11. A board member may serve an unlimited number of terms.
- A board member may resign from the BOD upon the receipt of physically or electronically written notice of said resignation to the remaining Board of Directors.
- In the event that a board member becomes incapacitated, deceased, zombified, becomes a vampire, or resigns, a quorum of remaining board members shall elect a replacement interim board member at the Board of Directors meeting following the resignation. An interim board member's term shall be effective from the day of election by the Board of Directors to the remainder of the outgoing member's elected term.
- A member or members of the Board of Directors may be removed from the board by the unanimous vote of the remaining members in a Board of Directors meeting if the member in question is found to be in violation of the GD, fails to fulfill office responsibilities, or is found in breach of the laws of Lane County, the State of Oregon, the United States Federal Government, the Geneva Convention, or the United Federation of Planets.
- The Policies and Procedures for handling EMS finances will be set forth in the GD.
- Committees of the BOD may be formed from time to time and given limited authority to act on behalf of the organization. However they may not exercise any powers prohibited under ORS chapter 65 or future OR non-profit law.
- A committee quorum will be the greater of half its members or two.
- Any committee that may exercise any function of the board of directors shall be composed of two or more Directors. These Directors shall be elected by the board of directors by a majority vote of the total number of the board of directors.
- The Board of Directors shall convene on a regular schedule to be fixed from time to time by the board, and recorded in the GD to conduct business and enact decisions regarding the operations and administration of EMS.
- A board member may attend a board meeting by telephone, video communication or other forms of electronic communication so long as all attending parties can understand each other clearly.
- Special Board Meetings
- The notice given to board members for special board meetings shell not be less than 2 days.
- Special meetings of the board of directors may be called by any three board members, held at a time and place determined by these board members. Notice of such meetings must describe the date, time, place, and purpose(s) of the meeting and must be delivered to each board member personally, or by mail. Email notice requires at least 30 but not more than 60 days notice. However notice can be waived if all board members attend or sign a written waiver of notice.
- A special board meeting may also be called by at least two thirds of the voting members in good standing via a petition which includes the purpose(s) for the meeting. The petition must be signed, dated and delivered to the Secretary.
- Action without a BOD meeting is allowed if all BOD members sign a statement agreeing to the action, and this is entered in the EMS records. Electronic signatures are accepted.
- Voting by proxy is strictly prohibited.
III. INTERESTED PERSONS
- Limitations on Interested Persons: At all times, not more than 49% of the Board of Directors may be Interested Persons. An Interested Person is defined as:
- Any member currently being compensated by the organization for services rendered to it within the previous twelve months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director in his or her capacity in the Board of Directors; Or
- Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, father-in-law, or business partner of any such person.
- In the event that an election results in a majority of Interested Persons elected on the Board of Directors, the previous BOD shall vote for the removal of a sufficient number of Interested Persons to meet the quota of non-Interested persons defined in this section. Following the removal of a sufficient number of Interested Persons, the remaining members of the newly elected BOD shall hold a special election to fill in any positions left vacant by the removal of Interested Persons, as described in Article II, Section 11.
- Where it is not reasonably practicable to obtain approval of the Board of Directors before entering into a self dealing transaction, the office of the Treasurer or Champion may approve such a transaction under the condition that, at the following meeting of the Board of Directors, a quorum of the Board of Directors determines that the transaction was in the unbiased and best interests of EMS and that it was not reasonably practical to obtain advance approval by a full quorum of the Board of Directors.
Classes of Membership
- There is currently one level of membership; Basic.
- Membership in EMS shall be open to anyone in the community with a genuine interest in the EMS's purpose, and shall not be discriminated against on the basis of color, race, gender, national origin, religion, creed, political affiliation/orientation, sexual preference/orientation, age, disability, software preference, or veteran status.
- Prospective members are required to have their membership approved by the Board of Directors before membership can be recognized.
- Membership may be suspended or terminated by a vote of the Board of Directors as described in the GD in the event that the Board of Directors has found the member in question to be in violation of the GD, or place EMS members or assets at risk.
- Members may also terminate their membership as set forth in the GD.
- Other membership requirements may be set forth in the GD.
Members in good standing have the following Privileges:
- Access to EMS-owned equipment as set forth in the GD.
- To vote in the annual election of the Board of Directors, on other issues that are presented to them from time to time for vote by the BOD, and any rights inherited in membership of an Oregon Nonprofit Organization.
- Members may also circulate a petition signed by at least one third of the members in good standing to put issues up for a vote at a membership meeting as further set forth in the GD. However the membership cannot vote on changes to the articles or bylaws.
- There may be discount rates and fees for members fixed by the board from time to time, and recorded in the GD. These discounted rates may take the form of volunteered services to the organization if a member is unwilling or unable to pledge a monetary donation as specified in the GD.
- They are welcome to bring Guests to EMS events and spaces as described in the GD.
- Each member must pay, within the time and on the conditions set by the board, the dues, fees, and assessments in amounts to be fixed from time to time by the board for that class of membership, and recorded in the GD.
- Each member should do their best to be in compliance with the provisions of the GD.
- The BOD may also form membership committees from time to time to make recommendations for BOD action on various issues.
- It is the responsibility of each member to register with EMS and to promptly notify the secretary of any changes of address. The members right to receive notices pursuant to these bylaws or articles shall be deemed to be waived if the address on record with the Secretary is not the member's current address.
- A quorum shall consist of greater than 50 per cent of the members in good standing.
- The Membership meeting schedule shall be established and updated from time to time by the board, and recorded in the GD.
- A special meeting may be called by a petition signed by at least one third of the members in good standing as set forth in the GD.
- Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of the members, may be taken without a meeting if consent is provided in writing, is signed by all members in good standing, and is recorded in the EMS records.
- Remote voting or Absentee ballots are allowed as described in the GD.
- Voting by proxy is strictly prohibited.
- A membership may not be transferred to any other person or entity.
- A member not in good standing has reduced membership rights and privileges as described in the GD.
- A member with a suspended membership loses all membership rights and privileges while the membership is in the suspended state.
V. CODE OF CONDUCT
- Active participation in EMS functions is encouraged.
- Violation of the Code of Conduct as described here and in the GD in more detail shall be reprimanded at the discretion of the board member(s) present at the location and time of violation.
- At EMS functions and events where EMS members are representing EMS, members are required to abide by all local, state, and federal laws.
- The EMS set of standing rules and safety guidelines can be found in the EMS Procedures and Rules documents.
VI. COMMUNITY RELATIONS
- EMS may engage in joint ventures and partnership with other organizations in the general community where it is in the interest of all parties involved to promote the purpose of EMS as partnering organizations.
- EMS assets shall remain under the complete and undivided ownership of EMS. Assets, such as equipment, may be temporarily loaned for the use of other partnering organizations. A vote of the Board of Directors shall be required to allow partnering organizations to utilize EMS assets.
- EMS may receive tools or other equipment on loan from time to time as described in the GD.
- At least once per month, EMS must have a public outreach event.
VII. PARLIAMENTARY AUTHORITY
- The rules by which meetings are conducted are the Democratic Rules of Order: ISBN 978-0-9699260-6-1
- Membership meetings shall be governed by a formal chair.
- BOD, and BOD committee meetings shall be governed by an informal char.
- Proposed amendments to these bylaws shall be submitted in physical or electronic writing to the Board of Directors at least ten (10) days prior to the next meeting of the Board of Directors. A 2/3 majority vote of the complete Board of Directors will be required for the amendment to become enacted and effective upon completing the vote.
-- ClifCox - 2010-12-29