Difference between revisions of "Bylaws"

Revision as of 18:25, 2 May 2012

This is the core governing document of Bloominglabs.

Amendments are handled as specified in Article V: Amendments

These Bylaws are not finalized until voted into effect by the existing member base.

Article I: Why We Exist

Section 1: General Purposes

Said company is organized exclusively for charitable, educational, and scientific purposes. The mission of the corporation is to benefit its members with knowledge and resources as well as the community with said resources.

Section 2: Specific Purposes

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

• Build and maintain a space suitable for technical and social collaboration.
• Collaborate on all forms of technology, culture and craft in new and interesting ways.
• Apply the results of its work to specific cultural, educational, charitable and scientific causes.
• Share freely its research and discoveries and use what is learned to teach others.
• Develop and recruit talented members dedicated to these purposes.

Article II: Who We Are

Section 1: Designation of Membership Class

Bloominglabs has a two membership classes. Class I is designated by paying full monthly dues. Class II is designated by paying a reduced rate of monthly dues based on hardship. Both classes have equal voting rights.

Section 2: Voting Membership Class Qualifications

Any person who supports the purposes laid out in Article I of these bylaws may apply to become a member.

Section 3: Voting Membership Class Election

The standing rules shall specify procedures for inducting new members. 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, and shall be specified in the standing rules.

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 resignation with any Minister. Resignation shall not relieve a voting member of unpaid dues or other monies owed. Voting membership shall be suspended for non-payment of dues by the Treasurer after a period of three (3) months. Any suspended voting member may restore their membership as shall be specified in the standing rules. Voting membership may also be terminated for any reason by written petition signed by more than two thirds (2/3rds) of the voting members. If a member, through his or her actions, endangers the safety of members of Bloominglabs, or threatens Bloominglabs' lease and continued operation, that member's access to the space will be revoked. Subject to a two thirds (2/3rds) approval by voting members, that member will be terminated.

Section 7: Voting Membership Probation

Voting membership may be made probationary for a period of 1 month for any reason by written petition signed by more than two thirds (2/3rds) of the voting members. At the conclusion of the probationary period a second vote will be held, membership will be terminated unless two thirds (2/3rds) of the voting members vote to fully reinstate said member. Any voting member voted into probationary status more than once within a one year period shall be terminated.

Article III: How we meet

Section 1: Regular Meetings

Regular meetings of voting members shall be held as designated in the standing rules.

Section 2: Annual Meetings

An annual meeting of all members shall take place sometime in January, February or March. The President shall select the date, time and place no later than January 31 of each year. The date, time and place of the annual meeting must be posted in the registered office and submitted to members electronically at least two weeks prior to the annual meeting. A petition signed by more than three quarters (3/4ths) of voting members and submitted to the Board of Directors before Valentine's Day may specify a new date, time and place for the annual meeting. At the annual meeting, the voting members shall elect the Board of Directors, review and vote on the standing rules and policies of the corporation, receive reports on the activities of the corporation, approve the budget and determine the direction of the corporation in the coming year.

Section 3: Special Meetings

A petition presented to all voting members and approved by one half (1/2) of voting members may call a special meeting. Such a petition must include the date, time, place and agenda of the special meeting. Notification of the result of the petition shall be presented to all members prior to the meeting.

Section 4: Quorum

At a duly called meeting, at least 25% (one quarter) of the entire voting membership shall constitute a quorum.

Section 5: Voting

When a quorum is present, all issues, except when otherwise specified in these bylaws, shall be decided by affirmative vote of more than 50% (one half) of the voting members present.

Section 6: Conduct of Meetings

The conduct of all meetings shall follow the rules of order as specified in the standing rules.

Article IV: The Officers

Section 1: Role, Number, Qualification, Term and Compensation

There shall be three officers, a President, a Secretary and a Treasurer. Each officer must be a voting member and each officer shall serve from the time of their election until their successor is elected and qualifies. No officer shall be compensated for their service as an officer, though the corporation may provide insurance and indemnity for officers as allowed by law.

Section 2: Duties of the President

The President shall preside over all meetings or designate an alternate, attempt to achieve consensus in all decision-making, ensure the membership is informed of all relevant issues, and serve other duties of a President as required by law or custom.

Section 3: Duties of the Secretary

The Secretary shall be responsible for maintaining membership and corporate records and for serving all other duties of a Secretary as required by law or custom.

Section 4: Duties of the Treasurer

The Treasurer shall serve as custodian of corporate funds, collect dues, present a financial report at each regular and annual meeting, assist in the preparation of the budget, make financial information available to members and the public, and serve all other duties of a Treasurer as required by law or custom.

Section 5: Duties of the Officers as whole to provide an Annual Report

The Officers must provide an annual report. The report shall chronicle the activities of the corporation, including specific narratives on the corporation's work, the corporation's annual financial statements, relevant legal filings, and relevant copies of the organization's district and federal tax returns.

Article V: Amendments

These bylaws may be amended only when an amendment proposal petition is approved at a membership meeting and signed by more than three quarters (3/4ths) of voting members. Notice of such petition must be submitted electronically to all members.

Article VI: Termination

Section 1: Conversion of Bloominglabs LLC into a non-profit corporation

The members of Bloominglabs LLC can make a one-time election to convert said company into a non-profit corporation. Election to convert requires a petition presented to all voting members and approved by all (100%) voting members. Upon formation of the new organization the following actions are required to take place:

• all current members are to be transferred to the new organization
• all existing officers of said company will take the same or a similar position in the new organization
• terms of service for existing officers will carry over from said company to the new organization
• all funds belonging to said company must be transferred to the new organization
• all property belonging to said company must be transferred to the new organization
• any remaining assets of said company must be transferred to the new organization
• said company will be formally closed and the new organization will take its place
• funds transfefred to the new organization can be earmarked by the officers to pay for conversion to the new organization and for closure of said company

Section 2: Closure of Bloominglabs LLC

Said company may only be terminated upon existence of the following circumstances:

• unforeseen financial hardship
• unforeseen hardship on its members
• lack of officers to operate the organization

Election to terminate said company requires a petition presented to all voting members and approved by all (100%) voting members. In the event of closure of said company, existing funds belonging to said company must be used to pay off all final bills and debts incurred by said company. All property belonging to said company is to be sold off to pay for debts incurred by said company. The treasurer may withhold remaining funds to pay for said companies final tax return and associated fees. Once this has occurred to satisfaction of the officers, any remaining funds are to be distributed evenly between all voting members. In the event property belonging to said company remains, it is to be distributed to voting members. Disputes over property will be handled by the officers in the following manor: said property is to be cut into halves until it can be evenly distributed between disputed parties.