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.
EMS shall be governed by a Board of Directors or (BOD). Some or all of the BOD shall hold offices . The Board of Directors shall exercise authority to enact its decisions upon the membership. The resulting Policies, Procedures, Rules, and actions will be recorded in the Policies, Procedures, and Rules governing documents and possibly others.These will be collectively be known as the governing documents (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 voting officers. These offices established will include, but are not limited to, the following:
Champion: 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 enforcing the bylaws. This office may be occupied by multiple officers, the total of which may not exceed two. Each officer will receive a full vote on the Board of Directors.
Treasurer: The office of Treasurer shall be responsible for managing financial assets and liabilities and collecting membership dues, donations, and other revenue.
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 Secretary shall be responsible for recording the proceedings of Eugene Maker Space functions, such as events, fundraiser, and other official activities. Additionally, the office of the Secretary shall be responsible for the oversight of all records and papers produced in EMS's operations.
Editor: The office of Editor shall be responsible for the oversight of content presented on the EMS website and wiki. Additionally, the office of Editor shall be responsible for editing submitted content to meet a level of quality acceptable to the Board of Directors and shall actively recruit contributors for content entries.
Information Technology (IT) Administrator: The office of IT Administrator shall be responsible for the oversight of EMS technological assets and maintain their operation and security. This office may be occupied by multiple officers, the total of which may not exceed two. Each officer will receive a full vote on the Board of Directors.
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.
A quorum of the Board of Directors shall be established at two-thirds of the total number of elected officers, and will be required for exercising any board powers.
Each officer in the Board of Directors must be elected into office by a majority election of voting EMS members for a term of one (1) year. Interim-officers may be elected into office by the Board of Directors under the conditions described in Article II, Section 9. An officer may serve an unlimited number of terms.
Candidates for offices in the Board of Directors must be dues-paid members in good standing with these bylaws, and have remained an active member for at least 3 consecutive months preceding the election.
Elections for the offices of the Board of Directors shall take place annually at a time and place to be fixed from time to time by the board, and recorded in the EMS Governing Documents. At least 30 days notice shall be given for the annual meeting to the membership.
For elections pertaining to an office which allows the election of multiple officers in its office, an explicit “ABSTAIN” vote may be accounted as a vote of no confidence for any candidate, and shall be counted no differently than a vote for a candidate, in which an election victory for abstain votes would result in an office vacancy.
An officer may resign from an office upon the receipt of physically or electronically written notice of said resignation to the remaining Board of Directors.
In the event that an officer of the Board of Directors becomes incapacitated, deceased, zombified, becomes a vampire, or resigns from office, a quorum of remaining officers in the Board of Directors shall elect a replacement interim-officer at the Board of Directors meeting following the resignation. An interim-officer's term shall be effective from the day of election by the Board of Directors to the remainder of the outgoing officer's elected term.
An officer of the Board of Directors may be removed from office by the unanimous vote of the remaining officers in a Board of Directors meeting if it the officer in question is found to be in violation of the bylaws, 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 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.
Ad-hoc committees of members may be established by an office of the Board of Directors for any purpose relevant to the responsibilities of that office. Members of that committee may be appointed or removed at the discretion of the office that created it.
The Board of Directors, in a majority vote, must approve any purchase made by EMS as set forth in the GD.
All monetary expenditures provisioned by EMS's treasury will require the written signature of a minimum of two officers of the Board of Directors for approval.
Each officer of the Board of Directors must be present at regular meetings of the Board of Directors, or must provide a reasonable explanation for an absence at least 24 hours prior to a scheduled meeting of the Board of Directors. Failure to provide a reasonable explanation for an absence for two absences in a year will qualify in a breach in these bylaws and may result in the removal from office of the offending officer as described in Article II, Section 8.
Committees of the BOD may be formed from time to time and given limited authority to act on behalf of the organization. A committee quorum will be at least half it's members.
III. INTERESTED PERSONS
Limitations on Interested Persons. At all times, not more than 49% of officers in 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, or father-in-law of any such person.
In the event that an election results in a majority of Interested Persons elected as officers in the Board of Directors, the previous officers of the Board of Directors 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 officers of the newly elected Board of Directors shall hold a special election to fill in any offices left vacant by the removal of Interested Persons, as described in Article II, Section 7.
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.
To be eligible prospective members must sign the Organization’s Waiver of Liability.
Membership may be 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 terminate their membership at any time for any particular reason by submitting written notice to the Board of Directors and will be required to pay the full sum of their dues for the month that they terminated their membership.
Basic membership may be granted for a period of three months to persons of the community that the Board of Directors declare recognize as having made a significant contribution to the assets of EMS. This program shall be entitled the "Quarterly Scholarship." The Quarterly Scholarship may only be issued to the same person once a year and must be awarded by a majority vote of the Board of Directors.
Members have the right to access EMS-owned equipment designated for membership use when said equipment is not in use by another member, has been loaned for use to a partnering organization, is inaccessible due to the equipment location's hours of operation, or has been designated out of operation by an officer of the Board of Directors.
Members have the right to a single vote for each office in the Board of Directors in the annual election of the Board of Directors and any rights inherited in membership for an Oregon Nonprofit Organization.
They also may circulate a petition to put issues up for a vote at a membership meeting as set forth int the GD. However the membership can not vote on changes to the articles or bylaws unless the BOD submits to them the opportunity to do so.
The Membership meeting schedule shall be established and updated from time to time by the board.
Guests may accompany members in areas designated for EMS membership, however, guests may not access or operate EMS-owned equipment designated for membership use unless said equipment has been loaned to a partnering organization that the guest is member of.
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.
The BOD may also form membership committees from time to time to make recommendations for BOD action on various issues.
There shell be discount rates and fees Households fixed by the board from time to time.
These contributions may take the form of volunteered services to the organization if a member is unwilling or unable to pledge a monetary donation.
V. CODE OF CONDUCT
Active participation in EMS functions is encouraged. Presentations, lectures, announcements, projects, screenings, or other events are open to relevant discussion. Persistent or tangent interruptions, distractions, and unwelcome discharge of office supplies and equipment is highly discouraged.
In order to establish a welcoming social atmosphere, no member shall derogate, harass or otherwise troll another member during EMS functions, although civil debating over technical issues or the merit of works of science fiction is welcomed.
Violation of the Code of Conduct shall be reprimanded at the discretion of officers of the Board of Directors 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.
Be excellent to each other, dudes.
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 majority vote of the Board of Directors shall be required to allow partnering organizations to utilize EMS assets.
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.