Bylaws
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Contents
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XXX Bylaws
Article 1 - NAME AND PURPOSE
Section 1 - Name
The name of the organization shall be XXX it shall be a 501c3 nonprofit organization incorperated under the laws of the state of Missouri.
Section 2 - Purpose
XXX is organized for the purpose of providing a space in St. Louis for artistic, technical, and community pursuits.
The purpose of this corporation is:
* to provide a location and tools for people to pursue non-commercial, open source personal projects; * provide a social construct to facilitate the productive exchange of ideas between people of varying backgrounds and educations; and * perform outreach to the community at large in the form of classes, social events, and participation in community gatherings.
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 full members. 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 fufill 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 XXX to the Sargent at Arms;
Section 4 - Definition of community membership
A community member is any member of the forums, mailing list, or someone who expresses interest in joining XXX. They shall have the right to attend meetings and speak, but shall not pay dues or be allowed to use the spaces without supervision from a full or supporting member.
Section 5 - Membership 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 simply majority. Fees can be waived or reduced for a member by consensus 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 Secratary will approve and post an agenda for the meeting no less then twenty-four hours before the beginning of 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 XXX for the coming year.
Section 3 - Quorum
At least half of full members and any supporting members present at a regular or annual meeting shall constitute a quorum.
Section 4 - 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.
Section 5 - Proxy Voting
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.
Article 4 - BOARD OF DIRECTORS
Section 1 - Role
The role of the board shall be to oversee the day to day operation of XXX, organize committees and directors, and run the annual and regular meetings of members.
Section 2 - Terms
Officers shall serve a maximum of two consecutive one year terms as an officer. Directors shall 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 board.
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
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.
Section 6 - Eligibility
Any full member is eligible to serve on the board or in any officer position.
Section 7 - 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 Secreatary shall keep records of meetings and actions taken by the board and voting members and assure that required corporate records are maintained.
Sub-Section 3 - Tresurer
The tresaurer 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 XXX property.
Section 8 - Directors
There shall be as many directors as the board decides is necessary, the directors shall be tasked with specific areas of responsibility and will be given the authority to fulfill those responsibilities.
Section 9 - Vacancies
When a vacancy exists on the board mid-term, elections shall be held at the next regular meeting.
Section 10 - Resignation and termination
Any member of the board my 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.

