Bylaws
From St. Louis Hackerspace Wiki
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 before the first lease was signed. For a person to become a full member, they must be a supporting member for six months, and be nominated by two full members. Their membership will then be put to a vote of the other full members, where a simple majority shall be needed to confirm them as full members.
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.
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; * A full member must help keep the space open by being present at the space no less then four hours per week, aggregated over a month long period, unless a leave of absence is affirmed by a majority vote among full members and the absent member pays an additional monthly fee set by a majority vote of 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 XXX 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 XXX; 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
Fees for full and supporting members shall be set by a vote of the supporting and full members at the yearly meeting by a simply majority. 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.
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 XXX to elect officers, receive reports on the activities of XXX 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 shell 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.
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.
Article 5 - AMENDMENTS
Section 1 - Amendments
These bylaws may be amended by a two-thirds majority at any regular or annual meeting.
