Bylaws

From St. Louis Hackerspace Wiki

Current revision as of 17:04, 2 March 2011

Article 1 - NAME AND PURPOSE

Section 1 - Name

The name of the organization shall be Arch Reactor. It shall be a 501c3 nonprofit organization incorporated under the laws of the state of Missouri.

Section 2 - Purpose

Arch Reactor is organized for the purpose of providing a space in St. Louis for artistic, technical, and educational pursuits.

The purpose of this corporation is:

• to provide a location and tools for people to pursue projects;
• to facilitate the productive exchange of ideas; and
• to engage in community outreach.

Article 2 - MEMBERSHIP

Section 1 - Types of membership

There shall be three classes of membership; full member, supporting member, and community member. Only human persons may apply for or be considered a full member, supporting member, or community member.

Section 2 - Definition of full membership

Sub-Section 1 - Eligibility

All founders shall be considered immediately eligible for full membership. A founding member shall be defined as any person who attended a meeting and pays the full membership dues before the designated cut-off date. Once space has been secured, the board will declare a cut-off date or "Grand Opening". For a person to become a full member after the cut-off date, they a)must be a supporting member for at least six months and gain a full member to nominate them for full membership. Or b)may be a supporting member for less than 6 months, but must have three supporting members to nominate them for full membership. Once nominated, their membership will be put to a vote of the other full members, where a simple majority full members at the next membership meeting is required to pass.

Sub-Section 2 - Privileges

Full members enjoy the following privileges:

• Twenty-four hour access to all areas of the space;
• Eligibility to vote on the confirmation of new full members;
• Eligibility to downgrade their membership at any time; and
• All privileges enjoyed by supporting members.
• A full member may downgrade their membership to supporting member or cancel their membership at any time, while retaining the right to become a full member again at any time without the six month wait or vote from the other full members.
• Full Members have the privilege to use the space for functions (parties, meetings, presentations, etc.), provided that:
  • The full member planning the function is responsible for all clean-up and any damage that may occur. If damage is assessed, Membership privileges for the responsible full member can be suspended by a simple majority vote of the board until reparations determined by the board have been made.
  • The full member cannot prohibit any other full member from attending the function. Except where the event involves alcoholic beverages, therefore no members under 21 will be allowed to attend without a parent or guardian present.
  • The full member notifies the board of his/her intentions and date of function at least 14 days in advance.
  • Priority will be granted on first come/first serve basis.

Sub-Section 3 - Responsibilities

Full members must fulfill the following responsibilities:

• A full member must pay the monthly fee for full members as voted on by the supporting and full members;
• All responsibilities imposed on supporting members except the supporting member fee; and
• When a full member's eligibility expires he or she must forfeit their access to the space and all property of Arch Reactor to the Sargent at Arms.

Section 3 - Definition of supporting membership

Sub-Section 1 - Eligibility

Any community member who wishes to become a supporting member may do so at any time by fulfilling the responsibilities outlined.

Sub-Section 2 - Privileges

Supporting members enjoy the following privileges:

• Twenty-four hour access to the public portion of the space;
• Voting rights on all issues except the confirmation of full members;
• Use of tools and facilities without supervision for which the member has been trained or approved; and
• Use of all areas of the space when a full member is present.

Sub-Section 3 - Responsibilities

Supporting members must fulfill the following responsibilities:

• A supporting member must pay the monthly fee for supporting members as voted on by the supporting and full members;
• A supporting member must contribute to the community regularly;
• A supporting member must volunteer regularly at public events put on by Arch Reactor; and
• When a supporting member's eligibility has expired or they wish to resign, they must forfeit their access to the space and all property of Arch Reactor to the Sargent at Arms;

Section 4 - Definition of community membership

A community member is any person who expresses in writing a wish to become a member to the Secretary.

Section 5 - Fees and other obligations

Subsection 1 - Setting and Collecting Fees

Fees for full and supporting members shall be set by a vote of the supporting and full members at the yearly meeting by a simple majority. The full and supporting members may also choose to set a fixed monetary value for work performed for Arch Reactor, and to define tasks and duties which qualify. Work performed under those headings can be used to offset member fees. Requests to offset member fees with work can be made in private to the board, with arraignments to be kept private. Even if a member performs enough work, they will never be reimbursed beyond the waiving of their membership fee. Fees and other obligations and responsibilities can be waived or reduced for a member by majority vote of the officers at the member's time of joining.

Subsection 2 - Household Fees

The household fees will apply if a group of members meets the definition of a household. A household will be defined as a)more that one person living in the same house, apartment or home or b)a couple or family in a declared relationship, despite place of residence. The household rate will be charged as follows: The first person will pay the full membership rate, with each additional person paying the supporting membership rate, up to a maximum of 5. Each person in the household will gain the same rights as and be considered a full member (following full membership rules), however only one key will be issued. If a persons circumstances change and either A or B no longer applies, that person will no longer be considered a part of the household and will be required to pay regular dues for their selected level. If they had previously gained full membership, they may continue as full members by paying the full membership dues, starting the first of the month following their exit of the household. Alternately, they may elect to continue to pay supporting membership rates, but their access and rights will be reverted back to that of a supporting member and no additional key will be issued. In all cases, each member will start at supporting member status until that person meets the requirements for full membership.

Section 6 - Resignation and termination

Any member may resign their membership at any time by submitting a notice to the Secretary and fulfilling the responsibilities outlined in the definition of their membership level. A member may be terminated by a majority vote of the board of directors.

Article 3 - MEETINGS

Section 1 - Regular meetings

A regular meeting shall be held on the first Tuesday of each quarter. The Secretary will approve and post an agenda for the meeting no less then twenty-four hours before the beginning of the meeting. Any issues which members wish to have discussed and voted upon at the meeting must be submitted in writing to the Secretary no less then forty-eight hours before the meeting.

Section 2 - Annual meetings

A meeting shall be held once a year during the month of January to elect officers, receive reports on the activities of Arch Reactor over the past year, and vote on the direction of Arch Reactor for the coming year. Reports will be given by the President and Treasurer regarding the state of the corporation. Any issues which members wish to have discussed and voted upon at the meeting must be submitted in writing to the Secretary no less then forty-eight hours before the meeting.

Section 3 - Special meetings

Pursuant to section 355.236 of the Revised Missouri Statutes, a special meeting shall be called by any one of the officers, or by no less then five percent of the full or supporting members or five full or supporting members, which ever is less. Notice for this meeting shall follow the same format as regular and annual meetings, with the addition that the reason for calling the special meeting shall be attached to the notice.

Section 4 - Quorum

At least half of full members and any supporting members present at a regular or annual meeting shall constitute a quorum.

Section 5 - Voting

All non-election issues to be voted on during a meeting shall be passed by a simple majority of members present who have voting rights on the given issue. If there is more then one option being considered for a given issue, then runoff votes will be held until a majority is reached. Any full or supporting member who is not considered delinquent in their responsibilities by the Treasurer or Secretary.

Section 6 - Proxy Voting

Pursuant to Section 355.291 of the Revised Missouri Statutes, any full or supporting member may vote by proxy by either submitting votes for issues on the agenda in writing to the President, Vice President, or Secretary; or by appointing another full or supporting member as their proxy, an appointment must be made in writing to either the President, Vice President, or Secretary.

Section 7 - Notice

Pursuant to section 355.241 of the Revised Missouri Statutes, notice shall be posted for all meetings at least fourteen days prior to the date on which the meeting is scheduled. The notice shall be posted on all electronic forms of communication employed by the corporation, as well as being posted prominently in any spaces occupied by the corporation.

Article 4 - BOARD OF DIRECTORS

Section 1 - Role

The role of the board shall be to oversee the day to day operation of Arch Reactor, organize committees and directors, and run the annual and regular meetings of members. The board shall have the power to spend money in ways pre-approved in a budget approved by the full and supporting members. The board shall have the power to speak, and appoint a representative to speak, on behalf of the organization to all external bodies and persons.

Section 2 - Terms

Officers shall serve a maximum of two consecutive one year terms as an officer. Directors may serve an unlimited number of terms.

Section 3 - Board size

The size of the board shall consist of the defined officers, plus a number of directors defined by the members.

Section 4 - Meetings

The board shall meet once a month at a time determined by the board. Board meetings shall be open to the public, though no one but members will have speaking privileges without prior approval from the Secretary.

Section 5 - Elections

Nominations for officers and directors shall be open for no less then fourteen days prior to elections. Nominations can be made to the Secretary by any full or supporting member. Officers shall be elected or re-elected at the annual meeting by a simple majority of all current full and supporting members. Directors shall be elected at the annual meeting by a simple majority. Directors shall be re-elected at the annual meeting by a majority defined by the function 100-50/t where t is the number of terms starting they have served. The process for director elections is as follows:

• A poll is held to determine if the current director is to be re-elected, this is a simple poll to either re-elect or remove.
• If the director is re-elected then the process is over.
• If the director is not re-elected, then nominations are taken and a new director is elected.
• A director who is not re-elected may run for election again if there are no other nominees for the director position.

Section 6 - Eligibility

Any full member is eligible to serve on the board or in any officer position.

Section 7 - Compensation

No officer or director will be compensated for their service to Arch Reactor, insurance may be provided to cover activity related to their duties to Arch Reactor.

Section 8 - Officers

Sub-Section 1 - President

The President shall convene and preside over meetings of the board, regular, and annual meetings.

Sub-Section 2 - Vice President

The Vice President shall be responsible for fulfilling the responsibilities of any vacant board position, as well as presiding over meetings when the President is unable.

Sub-Section 2 - Secretary

The Secretary shall keep public records of meetings and actions taken by the board and voting members and assure that required corporate records are maintained.

Sub-Section 3 - Treasurer

The treasurer shall be responsible for collecting membership fees, keeping a public record of the organizations finances, and releasing funds when required for organization expenses. The treasurer shall publish policies regarding how money can be appropriated and the processes for doing so. The policies shall be published on the wiki. The treasurer shall keep the financial information available to members with minimal notice, the only exception is that reduced dues may be kept anonymous at the request of the member

Sub-Section 4 - Sargent at Arms

The Sargent at Arms shall be responsible for providing and recalling access to the spaces when required, as well as the general security of Arch Reactor property.

Section 9 - Directors

There shall be as many directors as the members decide are necessary, the directors shall be tasked with specific areas of responsibility and will be given the authority to fulfill those responsibilities.

Section 10 - Vacancies

When a vacancy exists on the board mid-term, elections shall be held at the next regular meeting.

Section 11 - Resignation and termination

Any member of the board may resign at any time by submitting a resignation in writing to the Secretary, President, or Vice President. A member of the board may be terminated by a three-fourths vote of the board, or a simple majority of the full and supporting members.

Section 12 - Titles

Any board member, officer or director has the right to change their title for the duration of their term. Once a new title has been adopted, it will be used to address that position for the duration of that term.

Article 5 - AMENDMENTS

Section 1 - Amendments

These bylaws may be amended by a two-thirds majority at any regular or annual meeting.