Bylaws

Article I : The Who and Why

Section 1: Name

1. The name of the corporation is Hive76
2. The prior name of the corporation was Awesome Bee, Inc.
   1. This name was changed from Awesome Bee Inc. to Hive76 by an amendment and restatement of the Articles of Incorporation which was approved by membership and filed with the Pennsylvania Dept of State on March 8 2021

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 of 1986, 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.
6. Strive to ensure the tools and training for making are accessible

Article II: Membership

Section 1: Membership Levels

Management may define different membership levels, including setting the dues and associated features of each level.

Section 2: Eligibility

1. The minimum age for a member is 18 years old. There is no maximum age.
2. All sponsored member candidates must fill out the following paperwork:
   1. Membership application form
   2. Liability waiver
3. Members must adhere to the following policies
   1. Hive76 Code of Conduct
   2. Hive76 Anti-harassment Policy
4. Members must pay dues commensurate with their membership level

Section 3: Rights and Responsibilities

All members are entitled to one vote on all matters submitted to membership. Members are expected to know and abide by all pertinent local, state, and federal laws. Members are expected to adhere to the organizational Code of Conduct and Anti-Harassment Policy. Each member is responsible for continuing to support the purposes of the corporation. Each member shall be responsible for timely payment of dues, providing their current address, contact information, and preference for electronic receipt of communications.

Section 4: Membership Dues

The amount, payment period, due date and acceptable methods for collection of dues shall be determined by Management. Member dues may be waived due to financial hardship and shall be decided by Management on a case by case basis. Payment of dues is a condition for membership unless waived.

Section 5: Membership Rights and Responsibilities

Each 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 member shall exercise only one vote for each decision before the corporation. Each member shall have reasonable inspection rights of corporate records.

Section 6: Voting and Non-voting Status

In recognition that some members of Hive76 are interested solely in the tools/equipment, any member may choose to have “non-voting” status. Members with “non-voting” status are not included in the calculation of quorum. At any point, a member can notify management that they wish to revert to “voting” status. Whether a member status is “voting” or “non-voting” may not be used to exclude or grant any benefits. Members with “non-voting” status shall still receive all communications related to votes, including the digital polls to ensure they remain informed.

Section 7: Membership Resignation

Any member may resign by notifying Management. Resignation shall not relieve a member of unpaid dues or other monies owed.

Section 8: Membership Suspension and Termination

Any member may have their membership suspended by management for violations of the Code of Conduct or Anti-harassment Policy. A member may be suspended for non-payment of dues by the Treasurer. During membership suspension, additional dues are not accrued. Within 30 days of suspension, management must review the suspension and recommend reinstatement or termination. If termination is recommended by management, the suspended member has the right to appeal the termination to membership. The member and management both may present their position to membership; if a two-thirds majority of members vote in favor of the suspended member, they shall be reinstated.

Section 9: Legacy Membership

For fundraising and honorary purposes, such as for past members who have since moved away, management may declare the qualifications for and appointment of honorary legacy members. Legacy members do not have the right to vote in affairs of the corporation nor do they have any responsibilities towards it.

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. Weekly open houses and member nights are not considered “regular meetings” according to the bylaws, but play a similar role.
2. Member meetings may be scheduled by management.
3. Meetings shall be held at Hive76, or another location determined by management.
4. A different meeting place may be designated by written petition signed by more than two thirds (2/3) of voting members.
5. 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.
6. 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 shall be held in the first 6 months of the year. Management shall fix the date, time, and location.
2. Management 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. review and vote on the standing rules and policies of the corporation,
   4. receive reports on the budget and activities of the corporation,
   5. determine the direction of the corporation in the coming year.
   6. update the bylaws if necessary, and
   7. 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 one quarter.
   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 3 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. The time and place of upcoming meetings shall be obviously posted at the space and electronically sent to all voting members via the Members mailing list.
7. Announcements regarding changes to meeting date, time, or venue shall be made to the entire membership with a minimum of 24 hours notice.

Section 5: Remote Attendance

1. Members may participate in meetings via a web conferencing application such as Zoom, Jitsi, or Microsoft Teams.
2. The secretary is responsible for coordinating the creation of a web conferencing link for meetings.
3. 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: Digital Voting

1. Every vote held by Hive76 shall be sent to the emails of all voting members
2. Unless otherwise stated, votes shall be open for 7 days; votes must be open for a minimum of 48 hours.
3. Length of a vote may be extended by management if quorum has not yet been met.
4. The secretary is responsible for coordinating the method of digital voting as well as the tabulation and communication of results
5. There is no expectation of secret ballot; just as during an in-person meeting, votes are attributable to each member.
6. In person meetings may have informal polls to ascertain the opinions of members in attendance, but these will alway be non-binding.

Section 2: Quorum

1. Quorum is calculated using the number of members with “voting” status and excludes any members with “non-voting” status from the equation.
2. Quorum for a vote of the membership shall require voting participation (including votes to abstain) of at least one quarter (greater than 25%) of voting membership.
3. When a quorum is achieved, all issues, except when otherwise specified in these bylaws, shall be decided by affirmative vote of a simple majority (greater than 50%) of all the voting members.

Article V: The Board of Directors

Section 1: Numbers

1. The Board of Directors shall serve without pay and consist of four (4) individuals, where at least two (2), 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 Hive76 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 four (4) nominees with the most votes shall be the directors until the next election.
      1. If a member is running against a non-member for a board position, they must abstain from voting to avoid any personal advantage.
   2. If only four (4) people are timely nominated to run for director positions and accept their nominations, they shall run unopposed.
   3. If less than four (4) 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 four (4) seats shall occur at the meeting. Nominations for candidates to fill all four (4) 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 four (4) 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

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.
10. The Secretary shall be responsible for coordination of all votes as described in Digital Voting under Article IV

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 supplies, rent, and utilities for any space leased by the Corporation,
   4. filing taxes,
   5. and preparing financial reports to management 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 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 nominated, a person must be a member in good standing with Hive76.

Section 11: Nomination

1. Any Member has the right to nominate an eligible person for office.
2. A Member has the right to nominate themself.
3. Only the nominated candidate can un-nominate themself.
4. Nominations shall be announced by an email to membership and remain open for two weeks; nominations can occur by email, Hive76 Slack, or in-person.
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, 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 every six months; these bylaws recommend every May and November.
2. All officers shall be elected at the same time, by the process determined in these bylaws for Votes of the Membership.
3. For all elections, an Instant Runoff system (Ranked Choice Voting) will be used to elect that position.
4. 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 election.

Section 14: Term

1. An officer’s term shall be approximately six months; the date of term expiration shall be the first management meeting following election results.

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 is not required to generate an annual report. Any annual report generated by management or the Board of Directors is voluntary.

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.
3. Past stable version of the By Laws should be linked here when new changes are accepted. This is a living document.
   1. Version 1: Founding until November 2012. [1]
   2. Version 2: Approved on November 14th, 2012.
   3. Version 3: Current, Approved July 12 2023.

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: 01:00, 12 July 2023 (UTC)