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Bylaws of Xerocraft
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See original at wiki.xerocraft.org/wiki/Bylaws. GNU Free Documentation License 1.2 license.
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BYLAWS OF XEROCRAFT, INC.
The principal office of the corporation shall be located at 740 North Main Avenue, City of Tucson, County of Pima, State of Arizona. The corporation may have such other offices, either within or without the State of Arizona, as the-board of directors may determine from time to time.
The members of the corporation shall be divided into three (3) classes as follows: Participating members, Supporting members, and Charter members. The qualifications for membership in each class shall be as follows: (a) Participating members shall be those members who attend and participate in at least three work days per month. Participating members shall be entitled to one vote per membership. (b) Supporting members shall be those members who pay monthly dues of the amount currently set by the Board of Directors, or members that provide services to the corporation in lieu of money that directly benefits the corporation, or members who provide financial support over and above the amount set for monthly dues, that benefit the corporation. Supporting members shall be entitled to one vote per membership and other considerations to be set by the Board. (c) Charter Members shall be those Supporting members that materially support the formation of the corporation, provide the means and structure to establish corporations first initial facilities and work to define the goals, directions, ethics and principles of Xerocraft. Charter members shall be entitled to one vote per membership and other considerations to be set by the Board.
An applicant for any membership defined in Section 1 shall become a member of Xerocraft after attending and participating in at least three work days per month and requesting that their name and email address be entered into the membership rolls.
Each Participating member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.
The corporation shall maintain a roll of current members and keep record of their attendance in order to verify a participating member’s status. Attendance records shall be kept by a sign-in register.
Any member may resign by filing a written resignation with the secretary.
On written request signed by a former member and filed with the secretary, the board of directors, by the affirmative vote of two-thirds of the members of the board, may reinstate such former member to membership on such terms as the board of directors may deem appropriate.
Membership in this corporation is not transferable or assignable.
The corporation shall have two annual meetings each year of the general membership. The first annual meeting of the members shall be held at Tucson, Arizona on a Saturday in the month of April in each year, beginning with the year 2012, at 12 O’clock p.m. for the purpose of electing directors and for the transaction of such other business as may come before the meeting. The day fixed for the annual meeting shall be posted on the organization’s website at least 30 days prior to the meeting. If the election of the directors is not held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient.
The second annual meeting of the members shall be held at Tucson, Arizona on a Saturday in the month of September in each year, beginning with the year 2012, at 12 O’clock p.m. for the purpose of examining the activities and actions of the corporation to see if they are in compliance with the goals, vision, ethics and mission statement of the corporation and for the transaction of such other business as may come before the meeting. Any member of the Board of Directors can be proposed for removal from the board on a vote of confidence of the attending membership.
Special meetings of the members may be called by the president, the board of directors, or not less than one-fourth of the members having voting rights, at a place designated by the Board of Directors. If no designation is made, the place of the meeting shall be the principal office of the corporation in the State of Arizona, but if all of the members shall meet at any time and place, either within or without the State of Arizona, and consent to the holding of a meetings, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
Written or printed notice stating the place, day and hour of any meeting of members shall be posted on the organization’s website or delivered either personally or by email, to each member entitled to vote at such meeting, not less than five (5) days nor more than thirty (30) days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of the meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on record of the corporation, with postage thereon prepaid.
Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members entitled to vote with respect to the subject matter thereon.
THIS IS A CONSENSUS CLAUSE
IF WE HAVE INACTIVE MEMBERS THEY MUST ALSO SIGN OF FOR THIS TO WORK
Members equal to the number of a majority of the Board of Directors shall constitute a quorum at any general meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
Where directors or officers are to be elected by members or any class or classes of members, such election may be conducted by email in such manner as the board of directors shall determine. One ballot shall be sent to each member. Ballots may be returned by email or in person. Ballots will be marked with the individual’s name and checked against a membership list.
The affairs of the corporation shall be managed by its board of directors. Directors need not be residents of the State of Arizona, but shall be Participating members. The Board of Directors serve as the Trustees of the corporation and are charged with maintaining the Purpose and Principles of the organization. The Board of Directors are responsible for all financial decisions of the corporation in accordance with the terms of the Bylaws and the decisions of the membership.
The initial number of directors shall be NINE (9) The number of board members may be changed on an annual basis as the needs of the corporation change, but in no event shall the number be fewer than seven (7) or more than twenty (20). Directors shall be elected at the annual meeting of members, and the term of office of each director shall be until the next annual meeting of the members following the expiration of the term limit. New directors can be elected to the board at any time if they meet the participatory requirements. Failure to meet the participatory requirement will put a board member into a temporary suspension and they will be subsequently dropped from the board after three months of continued suspended status for non-participation.
The board of directors may provide by resolution the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the corporation in the absence of any designation of the resolution.
Special meetings of the board of directors may be called by or at the request of the president or any two (2) directors, and shall be held at the principal office of the corporation or at any other place as the directors may determine.
Notice of any special meeting of the board of directors shall be given at least two (2) days previously thereto by written notice delivered personally or sent by mail or telegram e-mail to each director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by email, such notice shall be deemed to be delivered when the email is transmitted and at least one of the members of the Board of Directors acknowledges receipt. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meetings, unless, specifically required by law or by these bylaws.
A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws.
Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the board of directors. A director appointed to fill a vacancy shall serve for the unexpired term of his predecessor in office, with the exception that should the vice president fill a vacancy of the president, it is in an interim capacity. In this situation, the vice president shall serve only until a new president has been found. Any participating member who attends one board meeting may, on the approval of a majority of the board members, be added as a member of the board, up to the maximum number of board members. Up to SEVEN (7) board members may be added annually by appointment by vote of the majority of the board.
Directors as such shall not receive any stated salaries for their services, but by resolution of the board of directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the board. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
Any board member who misses three board meetings in succession may be removed from office, subject to approval of a majority of board members. This removal may take place at the third board meeting not attended by the board member in question, or later if the board sees fit.
The officers of the corporation shall be a president, a treasurer and a secretary, and such other officers as may be elected in accordance with the provisions of this article. The board of directors may elect or appoint such other officers, including one or more assistance secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the board of directors. Any two or more offices may be held by the same person, except the office of president and treasurer. An officer of the corporation must be a member of the Board of Directors in good standing and must participate in the duties of the Board.
The officers of the corporation shall be elected annually by the board of directors at the regular annual meeting of the board of directors. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the board of directors. Each officer shall hold office until his successor has been duly elected and qualifies the next general meeting after the expiration of their term.
Any officer elected or appointed by the board of directors may be removed by the board of directors by majority vote whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any of the officer so removed.
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the board of directors for the unexpired portion of the term.
The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the board of directors.In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in nonprofit corporations having the same or similar general purposes and objectives as this corporation.???
The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in such resolution, shall have and exercise the authority of the board of directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed on it or him by law.
Committees not having and exercising the authority of the board of directors may be formed at any meeting at which a quorum is present. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.
ARTICLE SIX POINT FIVE
PURPOSE AND PRINCIPLES
Xerocraft is a common workshop and idea incubator for creative people with ideas, needs and skills to come together and build their ideas into reality. We are an infrastructure provider for technical-creative projects, collaboratively run by its members. We provide meeting space, project space, mentoring, classes and skills training.
Our mission is to provide a useable space with a supportive community to provide a wealth of knowledge, skills, tools and specialty equipment that can make projects pass from ideas to reality. We provide a supportive environment and resources to follow the creative spark and continue the individual-focus, life-long learning that provides a collaborative cross-fertilization for the arts and science.
Xerocraft is committed to the principles of open participation, an ethical Code of Conduct and consensus decision making.
Section 3.1 Open Participation. Xerocraft does not discriminate against participation in the organization or it’s activities. Participation is a voluntary action by an individual and . . .
Section 3.2 Code of Conduct. Our code of conduct is “Be excellent to each other”. Leadership is taken by individual members for specific projects. We respect each others rights and opinions.
Section 3.3 Decision Making. The organization has a regular weekly meeting for general business and organizational decisions. We believe in starting from a point of respect and trust. We believe it builds a safe community and that this will foster innovation and creation.
So. . . This needs some more work
The board of directors may authorize any officer or officers or agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or may be confined to specific instances.
All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer of the corporation.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.
The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for any purpose of the corporation.
The board of directors shall provide for the maintenance of an on-line membership roster evidencing membership in the corporation, which roster shall be in such form as may be determined by the board. The on-line membership roster shall not reveal personal identifying information other than member name to public view.
When a member has registered to join the membership and has met the requirements of one or more classes of membership,the Board of Directors shall provide for the issuance of membership cards to registered members that shall contain the members name, date of initial membership and URL of the online membership roster. The membership card shall be in such form as may be determined by the board.
The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, and board of directors, committees having and exercising any of the authority of the board of directors, and the membership committee, and shall keep a record giving the names and addresses of the members entitled to vote. The membership records may be kept in the form of the sign-in register, and or in the form of an electronic record system. The primary record of all books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
The fiscal year of the corporation shall begin on the 1st day of April in each year and end at midnight on the last day of March of the following year.
NOTE THAT THIS HAS TO JIBE WITH THE ANNUAL MEETINGS
*ANOTHER SECTION THAT NEEDS SERIOUS DISCUSSION AND CONSIDERATION
No member shall be excluded from activities, participation or voting on issues of concern to the Xerocraft community on the basis of current or past status in paying dues or other financial support of the organization. Participatory status is determined by actual attendance and participation in Xerocraft activities as determined by the activity register.
The board of directors shall determine from time to time the amount of monthly dues payable to the corporation by supporting members in order to maintain the appropriate perquisites to which each level of supporting member is entitled.
When any supporting member of any level is in default in the payment of dues for a period of three (3) months, the membership automatically reverts to a participatory membership and the perquisites afforded as a supporting member may be revoked. As long as the member maintains participatory status, they shall remain as an enrolled member of Xerocraft.
Members will have perquisite privileges that will be set by the Board of Directors. Perquisite privileges for all members include access to the resources of Xerocraft on an “as available” basis, and access to Xerocraft facilities at regularly posted times. Supporting members receive additional perquisites within a framework as determined by the Board of Directors from time to time.
When any member of any class fails to maintain their participatory status by non-attendance for a period of three (3) months, they may be purged from the membership rolls. Failure to sign-in and participate in Xerocraft activities for a period of six months shall result in that person being removed from the roll of members
In the event of an irreconcilable conflict with the guiding principles of the Xerocraft community, any member may be purged from the rolls and barred from attendance at Xerocraft activities by a majority vote of a quorum of the Board of Directors.
Whenever any notice is required to be given under the provisions of A.R.S. Sec. 10-1001, et. Seq. or under the provisions of the articles of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting, if at least thirty (30) days’ written notice is given to the membership of intention to alter, amend or repeal or to adopt new bylaws at such meeting.
Current Xerocraft bylaws approved 11/2011 Put new revision date here. Bylaws of Xerocraft, Inc.