Bylaw Proposal

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Revision as of 20:00, 17 October 2012 by Eagleapex (talk | contribs) (renamed Lite Member to Dismember)
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This is a proposed amendment and alteration of the Hive76 by-laws, up for review. Any changes are marked in <del>deleted text</del> and <ins>inserted text</ins> and this should be reflected in further revisions. also mark your entries with four tildes ~~~~ like this: Eagleapex 19:41, 17 October 2012 (UTC)

Article I : The Who and Why

Section 1: Name

  1. The name of the corporation is Awesome Bee, Inc.
  2. Our facility and main project is Hive76.

Section 2: 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 promote science education and the do-it-yourself spirit in our greater community to enable people to make things awesome and make awesome things.

Section 3: Specific Purposes

Subject to and within the limits of Section 1, the corporation shall:

  1. Build and maintain spaces suitable for technical and social collaboration.
  2. Collaborate on all forms of technology, culture and craft in new and interesting ways.
  3. Apply the results of its work to specific cultural, charitable and scientific causes.
  4. Freely share its research and discoveries, using what is learned to teach others.
  5. Recruit and develop talented members dedicated to these purposes.

Article II: Membership

Section 1: Membership Classes

Awesome Bee, Inc. shall have three (3) classes of membership: Core, Basic, and LiteDismember.

Section 2: Eligibility

  1. In order to be a Core, Basic, or Lite MemberDismember a person must be nominated by an existing Core or Basic Member, support the purpose and specific goals of the Corporation, and must pay the monthly membership fee as determined by the Board of Directors.
  2. Any eligible person may be elected as a Lite MemberDismember at any regular meeting upon payment of their first periodic dues, visual approval of all members present, and completion of the membership application form. Any eligible Lite MemberDismember may be the ages of 18-21 The minimum age for a "Lite MemberDismember" is 18. Eagleapex 19:45, 17 October 2012 (UTC) or 14 with countinus supervison by a legal parent and or guardian is 18. User:Andrew11235 16:59, 17 October 2012
  3. Any eligible person may be elected as a Core or Basic Member following steps to become a Lite MemberDismember in addition to a formal vote of approval by all members. Basic and Core Eagleapex 19:45, 17 October 2012 (UTC)Members must be at least 21 years of age.

Section 3: Rights and Responsibilities

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 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.

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

Any voting member may resign by filing a written resignation with the President or Secretary. 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 Treasurer. 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.

Section 7: Non-Voting Membership

For fundraising and honorary purposes, the President and Treasurer 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 Management 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.

Article III: Meetings

Section 1: Regular Meetings

  1. Regular membership meetings have been deemed unnecessary to the well-being of Hive76, and have been suspended.
  2. The meeting shall be held at Hive76, or another location determined by the Board of Directors.
  3. A different meeting place may be designated by written petition signed by more than two thirds (2/3) of voting members.
  4. The Board of Directors or ten percent (10%) or more of the members may call a special meeting of the members for any lawful purpose at any time.
  5. Notice must be provided of such meeting as provided in the section of these bylaws entitled Notice of Meetings.

Section 2: Annual Meetings

  1. An annual meeting of members shall be held in the month of June. The Board of Directors shall fix the date, time, and location.
  2. The Board of Directors shall notify members as provided in the section of these bylaws entitled Notice of Meetings.
  3. The date and time can be changed by the procedures for a Vote of the Membership, as defined in these bylaws.
  4. Annual Meetings of the Membership exist in order to:
    1. comply with legal requirements,
    2. elect the Board of Directors
    3. elect all officers,
    4. review and vote on the standing rules and policies of the corporation,
    5. receive reports on the budget and activities of the corporation,
    6. approve the budget and determine the direction of corporation in the coming year.
    7. update the bylaws, and
    8. any other issues that members have placed before the membership to be discussed at the annual meeting, pursuant to the proposal and voting rules stated in these bylaws for Votes of the Membership.
  5. The date, time and place of the annual meeting must be announced so as to give reasonable notice to members as described in the section of these bylaws entitled Notice of Meetings.
  6. Decisions will be by made by general consensus confirmed by vote, except for changes to bylaws which must be passed with two-thirds majority.
  7. Quorum for the annual meeting shall be two-thirds.
    1. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.

Section 3: Special Meetings

  1. The Board of Directors or ten percent (10%) or more of the members may call a special meeting of the members for any lawful purpose at any time.
  2. Notice must be provided of such meeting as provided in the section of these bylaws entitled Notice of Meetings.

Section 4: Notice of Meetings

  1. Notice of annual meetings of members shall be written and shall be given at least 10 but no more than 60 days before the meeting date.
  2. Notice of regular meetings may be given personally, by email or any other means reasonably calculated to provide actual notice to all members. If email is used, notice shall be sent to the member at the email address shown in the corporation’s membership records.
  3. 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.
  4. For all meetings, the notice shall state the nature of the business to be transacted by the members.
  5. For a meeting where directors are elected, the notice shall state the names of all persons who are nominees for directors.
  6. For a meeting where new members are to be approved, the notice shall state the names of persons whose membership will be voted on.
  7. The time and place of upcoming meetings shall be conspicuously posted at the registered office and electronically sent to all voting members.
  8. Announcements regarding changes to meeting date, time, or venue shall be made to the entire membership with a minimum of 48 hours notice.

Section 5: Remote Attendance

  1. Members may participate in a meeting through use of conference telephone, electronic video screen communication, electronic chat, or other communications equipment so long as all of the following apply:
    1. each member participating in the meeting can communicate with all of the other members concurrently;
    2. each member is provided with the means of participating in all matters under consideration, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation; and
    3. the Corporation verifies that (i) a person communicating by telephone, electronic video screen, or other communications equipment is a member with voting privileges, and (ii) all motions, votes, or other actions required to be made by a member were actually made by a member and not by someone who is not entitled to participate as a member.
  2. Votes by the Directors may not be made by proxy. Directors must attend the meeting of the Board of Directors, either in person or remotely through teleconference methods arranged with the Board before the meeting, in order to vote on matters placed before the Board of Directors.

Article IV: Votes of the Membership

Section 1: Quorum

  1. Quorum for a vote of the membership shall require attendance of at least two thirds (2/3) of the existing membership on the day of the vote.
  2. When a quorum is present, all issues, except when otherwise specified in these bylaws, shall be decided by affirmative vote of two thirds (2/3) of the voting members present.
  3. For the purposes of calculating the quorum, properly submitted proxy statements by members shall count as attendance.

Article V: The Board of Directors

Section 1: Numbers

  1. The Board of Directors shall serve without pay and consist of five (5) individuals, where at least three (3), of which, are members.
  2. Each director shall serve from the time of their election until their successor is elected and qualifies.

Section 2: Compensation

  1. A director must not be remunerated for being or acting as a director but
    1. a director must be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the corporation, and
    2. the corporation may provide insurance and indemnity as permitted by law.

Section 3: Responsibilities

  1. The duties of the Board shall include:
    1. upholding and advancing the principles of the corporation,
    2. being responsible for the legal, contractual, and financial affairs of the corporation,
    3. fulfilling all roles required by Pennsylvania law.
  2. Any policy affecting the Corporation at-large will, unless stated otherwise, be decided upon by the voting membership.
  3. The Board of Directors is responsible for making sure the officers of Awesome Bee, Inc. are performing their duties as defined by these by laws, and providing any assistance that the officers may need in performing those duties.
    1. The Board of Directors does not have authority to alter the scope of an officers’ duties or remove an officer from their position; any such decision must be made by a vote of the membership.

Section 4: Elections

  1. Elections for directors shall take place in November every other year or when a member steps down, for an appointment starting the following January or the next board meeting. The term shall be two years, according to the recommendations here.
  2. All directors shall be elected at the same time, by the process determined in these bylaws for Votes of the Membership.
    1. The five (5) nominees with the most votes shall be the directors until the next election.
    2. If only five (5) people are timely nominated to run for director positions and accept their nominations, they shall run unopposed.
    3. If less than five (5) people are timely nominated to run for director, then they shall run unopposed. An election for the remaining seats shall occur at the meeting. Nominations for candidates to fill the unfilled seats shall be accepted at the meeting, and an election shall follow. That election shall follow all rules for a Vote of the Membership as defined in these bylaws.
    4. If nobody is timely nominated to run for director, an election for all five (5) seats shall occur at the meeting. Nominations for candidates to fill all five (5) seats shall be accepted at the meeting, and an election shall follow. That election shall follow all rules for a Vote of the Membership as defined in the bylaws, and the five (5) candidates with the most votes shall become at-large directors.
    5. If nobody accepts nomination to run for director positions, the existing directors may choose to retain their positions or choose to appoint another member to their seat.
    6. If only one or two people run for director but nobody accepts nomination to run for the other seat(s), one of the then-existing directors may choose to retain their seat or appoint another person to it. The director(s) may choose who retains this power by agreement or, if two want to retain it or appoint a successor, may settle the dispute by calling the result of a coin flip. The coin shall be official United States legal tender, and shall be flipped at the annual meeting by one of the directors.
  3. Each member present shall be given an opportunity to be a candidate for each director position on the board.

Section 5: Eligibility

  1. To be nominated to serve as an at-large director, a candidate must fulfill the same eligibility requirements as an officer as stated elsewhere in these bylaws.

Section 6: Nomination

  1. Nomination of at-large director candidates shall be done by the same process as officer elections as detailed elsewhere in these bylaws.

Section 7: Resignations and Terminations

  1. Any Director may resign at any time by written notice delivered to the other Directors of the corporation.
  2. A resignation is effective when the notice is delivered unless the notice specifies a future date.
  3. Any Director may be terminated in their role by written petition signed by more than two thirds (2/3) of the voting membership.
  4. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date.
  5. Nominations for people to run to replace the Director who has resigned shall open when the at-large director tenders their resignation, and remain open for one week.
  6. Members shall elect the replacement Director among the candidates who have been nominated and accepted their nomination, using the Votes of the Membership procedures defined in these bylaws.
  7. The replacement Director's term shall last until new Directors are elected at the next Annual Meeting.

Article VI: The Management

Section 1: Offices

The officers of the Corporation shall consist of a President, Quartermaster, a Secretary, a Treasurer, a Chief Technical Officer, a Publicist, an Events Coordinator, and other such officers as the Members may, from time to time, deem necessary. Any officer may be, but is not required to be, a director of the Corporation.

Section 2: Duties

  1. In their areas of responsibility, Officers are expected to build consensus and work toward the goals of the Corporation and its Members.
  2. Officers may enlist the help of other members and non-members in meeting their responsibilities.

Section 3: Duties of the President

  1. The President ensures democracy takes place amongst the board, the management and the members of Hive76.
  2. The President is the contact for outside groups or people to contact, not related to publicity
  3. The President presides over all member, and board meetings
  4. The President checks up on all management roles to assure they are being completed
  5. The President makes emergency decisions when necessary
  6. The President can approve spending up to $100
  7. The President must wear a funny hat when speaking as a pirate

Section 4: Duties of the Quartermaster

  1. The Quartermaster is responsible for managing the safety, security and tidiness of the physical space.
  2. The Quartermaster is responsible for the ordering of parts as supplies on a monthly basis.
  3. The Quartermaster is responsible for organizing regular cleanups.
  4. The Quartermaster sets rules on how the space is used and makes sure they are followed for safety and sanity.
  5. The Quartermaster shall keep an inventory of parts, tools, and equipment.

Section 5: Duties of the Secretary

  1. The Secretary shall organize and preside over all meetings of the membership and of the board of directors.
  2. The Secretary is responsible for enforcing the rules of meeting procedure as detailed in this document.
  3. The Secretary shall supervise the keeping of a full and complete record of the proceedings of the Board of Directors and its committees.
  4. The Secretary shall supervise the giving of such notices as may be proper or necessary.
  5. The Secretary shall supervise the keeping of the minute books of this corporation.
  6. The Secretary shall be responsible for recording all minutes of all official meetings of the membership and the board of directors in the corporation's permanent records.
  7. The Secretary shall send copies of the minutes to the e-mail discussion group after each meeting
  8. The Secretary shall be responsible for collecting a list of the issues on the agenda for each membership meeting, and circulating that list to the members for them to vote on at the upcoming meeting as provided in the section of these bylaws entitled Notice of Meetings.
  9. The Secretary shall keep track of access keys given out to members.

Section 6: Duties of the of the Treasurer

  1. The Treasurer is responsible for monitoring all financial assets of the Corporation. This includes but is not restricted to:
    1. keeping record of the organization’s budget,
    2. the collection of membership dues from members,
    3. the payment of rent and utilities for any space leased by the Corporation,
    4. filing taxes,
    5. the disbursement and reimbursement of funds authorized to be spent under the procedures detailed in these bylaws,
    6. and preparing financial reports to the board on a monthly basis.

Section 7: Duties of the Chief Technical Officer

  1. The Chief Technical Officer is responsible for ensuring the maintenance and consistency of the technological infrastructure as needed by the organization. This includes, but is not limited to, the website and internal network of the physical space.

Section 8: Duties of the Publicist

  1. The publicist ensures that Hive76 maintains a positive presence on on the Internet and in meatspace
    1. Communicates with newspapers, blogs, and other publications
    2. Posts related links to various link aggregation and social networking sites
    3. Gives tours of the space, and can direct questions to an appropriate individual, including management
    4. Probes members about projects, photos and videos to post

Section 9: Duties of the Events Coordinator

  1. The Events Coordinator will help members and teachers create events.
  2. The Events Coordinator shall have periodic planning meetings to delegate individual events to responsible members or officers.
  3. The Events Coordinator shall establish best-practices for holding events and inform members on where to find this information.
  4. The Events Coordinator is responsible for ensuring the quality of events being held.

Section 10: Eligibility

  1. In order to be eligible to be nominated, a person must be Member, as defined earlier in these bylaws, for six (6) consecutive months. For the initial election of Officers, or in any replacement election during the six (6) months after the initial election of officers, a person must be a founding member in order to run for office.
  2. In order to be eligible to be nominated, a person must be a Basic or Core Member in good standing with Hive76, and nominated by at least <de>2</de>1 Eagleapex 20:00, 17 October 2012 (UTC) other eligible members.

Section 11: Nomination

  1. Any Member has the right to nominate an eligible person for office.
  2. A Member has the right to nominate them self.
  3. Only the nominated candidate can un-nominate them self.
  4. All nominations for Officer positions are due one (1) week before the annual meeting.
  5. If only one person is timely nominated to run for an office and accepts such nomination, they shall run unopposed.
  6. If no person is timely nominated to run for an office and accepts such nomination, nominations for that position may be made at the annual meeting, in person, before the vote. If nobody is nominated in this way, the person holding the office may choose to continue in their position, or choose to appoint their successor.

Section 12: Elections

  1. Elections for officers shall take place at the annual meeting.
  2. All officers shall be elected at the same time, by the process determined in these bylaws for Votes of the Membership.
  3. Each member present shall be given an opportunity to be a candidate for each officer position.
  4. 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.
  5. If there are no candidates for an officer position, the outgoing Officer may, if eligible, elect to serve another term or select any willing member to serve in that position.

Section 13: Resignations and Terminations

  1. Any officer may resign at any time by written notice delivered to the Board of Directors of the Corporation.
  2. A resignation is effective when the notice is delivered unless the notice specifies a future date.
  3. Any Officer may be terminated in their role by resolution passed by a two thirds (2/3) majority vote of the Members.
  4. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date.
  5. Nominations for people to run to replace the officer who has resigned shall open when the Officer tenders their resignation, and remain open for one week.
  6. Members shall elect the replacement officer among the candidates who have been nominated and accepted their nomination, using the Votes of the Membership procedures in these bylaws.
  7. The replacement Officer's term shall last until new officers are elected at the next Annual Meeting.

Section 14: Term

  1. An officer’s term shall expire at the Annual Meeting following their election.

Article VII: Committees

  1. The Board of Directors may, by resolution, designate an Executive Committee and one or more other committees.
  2. Such committees shall have such functions and may exercise such power of the Board of Directors as can lawfully be delegated, and to the extent provided in the resolution or resolutions creating such committee or committees.
  3. Meetings of committees may be held without notice at such time and place as shall from time to time be determined by the committees.
  4. The committees of the corporation shall keep regular minutes of their proceedings, and report these minutes to the Board of Directors when required.

Article VIII: Books, Records, and Reports

Section 1: Annual Report

The Corporation shall send an annual report to the Members of the Corporation not later than 6 months after the close of each fiscal year of the Corporation. Such report shall include a balance sheet as of the close of the fiscal year of the Corporation and a revenue and disbursement statement for the year ending on such closing date. Such financial statements shall be prepared from and in accordance with the books of the Corporation, and in conformity with generally accepted principles applied on a consistent basis.

Section 2: Permanent Records

The corporation shall keep current and correct records of the accounts, minutes of the meetings and proceedings and membership records of the corporation. Such records shall be kept at the registered office or the principal place of business of the corporation. Any such records shall be in written form or in a form capable of being converted into written form.

Section 3: Inspection of Corporate Records

Any person who is a Member of the Corporation shall have the right at any reasonable time, and on written demand stating the purpose thereof, to examine and make copies from the relevant books and records of accounts, minutes, and records of the Corporation. Upon the written request of any Member, the Corporation shall mail such Member a copy of the most recent balance sheet and revenue disbursement statement.

Article IX: Fiscal Year

The fiscal year of the corporation shall be the period selected by the Board of Directors as the tax year of the corporation for federal income tax purposes.

Article X: Corporate Seal

The Board of Directors may adopt, use and modify a corporate seal. Failure to affix the seal to corporate documents shall not affect the validity of such documents.

Article XI: Indemnification

Any officer, director or employee of the corporation shall be indemnified to the full extent allowed by the laws of the State of Pennsylvania.

Article XII: Amendments

  1. These bylaws shall be amended by a majority vote of the membership at any Annual or Special member meeting provided a quorum is present and provided a copy of the proposed amendment(s) are provided to each member with the agenda for the meeting, using the procedures stated in the Votes of the Membership section of these bylaws.
  2. Proposed amendments to these Bylaws shall be submitted in writing to the Board of Directors at least one week in advance of the meeting at which they will be considered for adoption.

Article XIII: Conflict of Interest

  1. Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse themself and will vacate their seat and refrain from discussion and voting on said item.

Article XIV: Certification

This shall certify that the attached is a true and correct copy of the Bylaws of this Corporation, and that such Bylaws were duly adopted by the Incorporator and approved by the Board of Directors of this Corporation. Note: This recital of the means of adoption may vary depending on the circumstances Dated: [whenever this gets approved] Eagleapex 19:35, 17 October 2012 (UTC), Secretary

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