Bylaws: Difference between revisions
From Pumping Station One
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==Purpose== | ==Purpose== | ||
=== | ===Statement of Purpose=== | ||
Pumping Station: One, NFP is organized exclusively for charitable, educational, and scientific purposes within the | Pumping Station: One, NFP 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 United | meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future United | ||
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create intersections between technology, science, art, and culture. | create intersections between technology, science, art, and culture. | ||
=== | ===Specific Goals=== | ||
* Acquire and maintain a collaborative workspace for communal use by all members. | * Acquire and maintain a collaborative workspace for communal use by all members. | ||
* Foster a creative, collaborative environment for experimentation and development in technology and art. | * Foster a creative, collaborative environment for experimentation and development in technology and art. | ||
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==Membership== | ==Membership== | ||
=== | ===Designation of Membership Classes=== | ||
We have one class of members: Full Members. | We have one class of members: Full Members. | ||
=== | ===Full Members=== | ||
==== | ====Eligibility==== | ||
In order to be a Full Member, a person must support the purpose and specific goals of the organization and must pay | In order to be a Full Member, a person must support the purpose and specific goals of the organization and must pay | ||
the monthly membership fee as determined by the board of directors. | the monthly membership fee as determined by the board of directors. | ||
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official notice of membersâ meetings. | official notice of membersâ meetings. | ||
Any person who does meet these requirements is a Full Member of Pumping Station: One. | Any person who does meet these requirements is a Full Member of Pumping Station: One. | ||
==== | ====Rights and Responsibilities==== | ||
Full Members enjoy the following privileges: | Full Members enjoy the following privileges: | ||
* A key or other method of entry to the physical workspace. | * A key or other method of entry to the physical workspace. | ||
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== | ==Meetings== | ||
=== | ===Regular Meetings=== | ||
Regular meetings for Pumping Station: One shall be held Tuesday nights at 19:00 CST. The meeting shall be held at | Regular meetings for Pumping Station: One shall be held Tuesday nights at 19:00 CST. The meeting shall be held at | ||
the registered address or at a location determined by the board of directors. | the registered address or at a location determined by the board of directors. | ||
=== | ===Annual Meetings=== | ||
The annual meeting shall occur at the standard meeting time and the standard meeting place on the third Tuesday of | The annual meeting shall occur at the standard meeting time and the standard meeting place on the third Tuesday of | ||
January. The date and time can be changed by the procedures for a Vote of the Membership, as defined in these bylaws. | January. The date and time can be changed by the procedures for a Vote of the Membership, as defined in these bylaws. | ||
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* Any other issues that members have placed before the membership to be discussed at the annual meeting, | * 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. | pursuant to the proposal and voting rules stated in these bylaws for Votes of the Membership. | ||
=== | ===Notice of Meetings=== | ||
Notice of all meetings of Members, including regular meetings and the annual meeting, must be sent at least 5 days | Notice of all meetings of Members, including regular meetings and the annual meeting, must be sent at least 5 days | ||
in advance. Notice shall be sent electronically to all members, to the e-mail addresses they have on file with the | in advance. Notice shall be sent electronically to all members, to the e-mail addresses they have on file with the | ||
corporation. Notice of meetings shall also be posted at the corporationâs registered location. | corporation. Notice of meetings shall also be posted at the corporationâs registered location. | ||
=== | ===Meeting Procedure=== | ||
Meeting procedure shall follow the MIBS Simplified Rules of Coordinated Consensus Through Chaos, available at | Meeting procedure shall follow the MIBS Simplified Rules of Coordinated Consensus Through Chaos, available at | ||
http://pumpingstationone.org/index.php?title=MIBS_Rules. | http://pumpingstationone.org/index.php?title=MIBS_Rules. | ||
== | ==Voting== | ||
=== | ===Votes of the Membership=== | ||
==== | ====Issues Proper for a Vote of the Membership==== | ||
Any issue not specifically assigned to the discretion of the board of directors, by these bylaws, shall be subject to a | Any issue not specifically assigned to the discretion of the board of directors, by these bylaws, shall be subject to a | ||
vote of the Full Members. Issues subject to a Vote of the Membership include, but are in no way limited to, votes on | vote of the Full Members. Issues subject to a Vote of the Membership include, but are in no way limited to, votes on | ||
issues of project funding, equipment and resource purchasing, and amendment of these bylaws. | issues of project funding, equipment and resource purchasing, and amendment of these bylaws. | ||
====Quorum==== | |||
==== | |||
Quorum for a vote of the membership of Pumping Station: One shall require at least 50% of the existing membership | Quorum for a vote of the membership of Pumping Station: One shall require at least 50% of the existing membership | ||
on the day of the vote. For the purposes of calculating the quorum, properly submitted proxy statements by members | on the day of the vote. For the purposes of calculating the quorum, properly submitted proxy statements by members | ||
shall count as attendance. | shall count as attendance. | ||
==== | ====Submitting an Issue for Vote==== | ||
Any Full Member may submit an issue for vote by the membership, unless the issue is specifically enumerated in the | Any Full Member may submit an issue for vote by the membership, unless the issue is specifically enumerated in the | ||
bylaws as something subject to vote by the board of directors. To be properly submitted for a vote, the member must | bylaws as something subject to vote by the board of directors. To be properly submitted for a vote, the member must | ||
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at which the issue shall be voted on. An e-mailed statement of the issue shall be considered submission in writing for | at which the issue shall be voted on. An e-mailed statement of the issue shall be considered submission in writing for | ||
the purpose of this rule. | the purpose of this rule. | ||
==== | ====Notice==== | ||
Notice of all issues properly submitted for vote by the membership shall be given to all members no later than 5 | Notice of all issues properly submitted for vote by the membership shall be given to all members no later than 5 | ||
days before the meeting at which they will be voted on. Notice shall be sent electronically, to the e-mail address that | days before the meeting at which they will be voted on. Notice shall be sent electronically, to the e-mail address that | ||
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the member meeting at which the issues will be voted on. The Board of Directors is responsible for sending out the | the member meeting at which the issues will be voted on. The Board of Directors is responsible for sending out the | ||
notice of the meeting, with the agenda of timely submitted issues to be considered. | notice of the meeting, with the agenda of timely submitted issues to be considered. | ||
==== | ====Voting By Proxy==== | ||
Members may vote by proxy. To vote on a matter by proxy, a member must provide written or e-mailed notice to the | Members may vote by proxy. To vote on a matter by proxy, a member must provide written or e-mailed notice to the | ||
board of directors at least 24 hours before the membership meeting where the vote is scheduled to take place. The | board of directors at least 24 hours before the membership meeting where the vote is scheduled to take place. The | ||
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and state how he intends to vote on each issue. Proper proxy statements shall count as attendance at the meeting for | and state how he intends to vote on each issue. Proper proxy statements shall count as attendance at the meeting for | ||
the purposes of calculating the quorum. | the purposes of calculating the quorum. | ||
==== | ====Voting Procedures==== | ||
Voting procedures, including time limits for discussion before taking a vote, shall be defined by the MIBS Simplified | Voting procedures, including time limits for discussion before taking a vote, shall be defined by the MIBS Simplified | ||
Rules of Coordinated Consensus Through Chaos. | Rules of Coordinated Consensus Through Chaos. | ||
==== | ====Majority==== | ||
Unless otherwise specified in these bylaws, a simple majority vote of the Full Members present shall ratify any issue | Unless otherwise specified in these bylaws, a simple majority vote of the Full Members present shall ratify any issue | ||
put before the membership for a vote. Under the meaning of âpresentâ in this section, members voting by proxy count | put before the membership for a vote. Under the meaning of âpresentâ in this section, members voting by proxy count | ||
toward calculating that majority. | toward calculating that majority. | ||
=== | ===Votes of the Directors=== | ||
==== | ====Quorum==== | ||
Quorum for a vote of the directors of Pumping Station: One shall require at least 50% of the existing directors on the | Quorum for a vote of the directors of Pumping Station: One shall require at least 50% of the existing directors on the | ||
day of the vote. Directors present at the meeting via teleconferencing equipment are considered present. | day of the vote. Directors present at the meeting via teleconferencing equipment are considered present. | ||
==== | ====Submitting an Issue for Vote==== | ||
These bylaws are deemed placed before the Board of Directors for a vote by operation of Illinois law. | These bylaws are deemed placed before the Board of Directors for a vote by operation of Illinois law. | ||
Other issues may be placed before the Board of Directors for a vote as enumerated in these bylaws. Only issues | Other issues may be placed before the Board of Directors for a vote as enumerated in these bylaws. Only issues | ||
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such issues may be placed for a vote of the board of directors by the process denoted in these bylaws by which such | such issues may be placed for a vote of the board of directors by the process denoted in these bylaws by which such | ||
an issue may be considered. Any other issue shall only be placed for a vote of the membership. | an issue may be considered. Any other issue shall only be placed for a vote of the membership. | ||
==== | ====Notice==== | ||
Notice of all issues properly submitted for vote by the board of directors shall be given to all directors no later than 5 | Notice of all issues properly submitted for vote by the board of directors shall be given to all directors no later than 5 | ||
days before the meeting at which they will be voted on. Notice shall be sent electronically, to the e-mail address that | days before the meeting at which they will be voted on. Notice shall be sent electronically, to the e-mail address that | ||
each director has provided to the corporation. | each director has provided to the corporation. | ||
==== | ====Remote Attendance==== | ||
Votes by the Directors may not be made by proxy. Directors must attend the meeting of the Board of Directors, either | 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 | 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. | matters placed before the Board of Directors. | ||
==== | ====Voting Procedures==== | ||
Voting procedures, including time limits for discussion before taking a vote, shall be defined by the MIBS Simplified | Voting procedures, including time limits for discussion before taking a vote, shall be defined by the MIBS Simplified | ||
Rules of Coordinated Consensus Through Chaos. | Rules of Coordinated Consensus Through Chaos. | ||
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== | ==Officers== | ||
Pumping Station: One is led by a group of officers with designated responsibilities according to their role. No officer | Pumping Station: One is led by a group of officers with designated responsibilities according to their role. No officer | ||
shall be compensated for his work as an officer, although the corporation may provide insurance and indemity for its | shall be compensated for his work as an officer, although the corporation may provide insurance and indemity for its | ||
officers as permitted by Illinois law. No officer may serve more than three consecutive terms as an officer. | officers as permitted by Illinois law. No officer may serve more than three consecutive terms as an officer. | ||
=== | ===Eligibility=== | ||
In order to be eligible to be nominated, a person must be Full Member as defined earlier in these bylaws for six | In order to be eligible to be nominated, a person must be Full Member as defined earlier in these bylaws for six | ||
consecutive months. For the initial election of officers, or in any replacement election during the six months after the | consecutive months. For the initial election of officers, or in any replacement election during the six months after the | ||
initial election of officers, a person must be a founding member in order to run for office. | initial election of officers, a person must be a founding member in order to run for office. | ||
=== | ===Nomination=== | ||
Any full member has the right to nominate a person for office. A full member has the right to nominate himself. Only | Any full member has the right to nominate a person for office. A full member has the right to nominate himself. Only | ||
the nominated candidate can un-nominate himself. All nominations for officer positions are due one week before the | the nominated candidate can un-nominate himself. All nominations for officer positions are due one week before the | ||
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be made at the annual meeting, in person, before the vote. If nobody is nominated in this way, the person holding the | be made at the annual meeting, in person, before the vote. If nobody is nominated in this way, the person holding the | ||
office may choose to continue in his position, or choose to appoint his successor. | office may choose to continue in his position, or choose to appoint his successor. | ||
=== | ===Elections=== | ||
Elections shall be held every year at the annual meeting of members, as defined in these bylaws. The first election | Elections shall be held every year at the annual meeting of members, as defined in these bylaws. The first election | ||
shall be held one week after the first collection of dues. | shall be held one week after the first collection of dues. | ||
=== | ===Naming Rights=== | ||
Every officer has the right to rename the office the holds for the duration of his or her tenure. The responsibilities of | Every officer has the right to rename the office the holds for the duration of his or her tenure. The responsibilities of | ||
the office remain the same as detailed in the bylaws. | the office remain the same as detailed in the bylaws. | ||
=== | ===Offices=== | ||
==== | ====President==== | ||
The President shall preside over all meetings of the membership. He or she also serves as a representative of Pumping | The President shall preside over all meetings of the membership. He or she also serves as a representative of Pumping | ||
Station: One to the public, and in all functions where a President may be called for by law or any other outside | Station: One to the public, and in all functions where a President may be called for by law or any other outside | ||
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organization statements, and any other papers required to maintain legal nonprofit status by the law of Illinois or | organization statements, and any other papers required to maintain legal nonprofit status by the law of Illinois or | ||
Federal law. | Federal law. | ||
==== | ====Vice President==== | ||
The Vice President shall assist the President in organizing meetings of the membership. He or she is responsible for | The Vice President shall assist the President in organizing meetings of the membership. He or she is responsible for | ||
enforcing the rules of meeting procedure as detailed in this documents. The Vice President is also responsible for | enforcing the rules of meeting procedure as detailed in this documents. The Vice President is also responsible for | ||
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In the event that the President cannot fulfill his responsibilities at any meeting or function, it is the responsibility | In the event that the President cannot fulfill his responsibilities at any meeting or function, it is the responsibility | ||
of the Vice President to fulfill the obligations of the President. | of the Vice President to fulfill the obligations of the President. | ||
==== | ====Secretary==== | ||
The Secretary shall be responsible for recording all minutes of all official meetings of the membership and the board | The Secretary shall be responsible for recording all minutes of all official meetings of the membership and the board | ||
of directors. The Secretary must make available a hard copy of the minutes of all meetings of the members and the | of directors. The Secretary must make available a hard copy of the minutes of all meetings of the members and the | ||
board of directors at the registered location of Pumping Station: One, in addition to making such records available | board of directors at the registered location of Pumping Station: One, in addition to making such records available | ||
online in a static format on the Pumping Station: One website. | online in a static format on the Pumping Station: One website. | ||
==== | ====Treasurer==== | ||
The Treasurer is responsible for monitoring all financial assets of Pumping Station: One. This includes but is not | The Treasurer is responsible for monitoring all financial assets of Pumping Station: One. This includes but is not | ||
restricted to the collection of membership dues from members, the payment of rent and utilities for any space leased | restricted to the collection of membership dues from members, the payment of rent and utilities for any space leased | ||
by Pumping Station: One, the disbursement and reimbursement of funds authorized to be spent under the procedures | by Pumping Station: One, the disbursement and reimbursement of funds authorized to be spent under the procedures | ||
detailed in these bylaws. | detailed in these bylaws. | ||
==== | ====Chief Technical Officer==== | ||
The Chief Technical Officer is responsible for ensuring the maintenance and consistency of the technological infrastructure | 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 | as needed by the organization. This includes, but is not limited to, the website and internal network of the | ||
physical space. | physical space. | ||
=== | ===Expiration of Term=== | ||
An officerâs term shall expire at the Annual Meeting following his election. | An officerâs term shall expire at the Annual Meeting following his election. | ||
=== | ===Resignation=== | ||
Any officer may resign at any time by written notice delivered to the the president or secretary of the corporation. A | Any officer may resign at any time by written notice delivered to the the president or secretary of the corporation. A | ||
resignation is effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may | resignation is effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may | ||
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== | ==Directors== | ||
The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, the Chief Technical Officer, | The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, the Chief Technical Officer, | ||
and two at-large Directors. No director shall be compensated monetarily for his work as a director, although the | and two at-large Directors. No director shall be compensated monetarily for his work as a director, although the | ||
corporation may provide insurance and indemnity as permitted by Illinois law. | corporation may provide insurance and indemnity as permitted by Illinois law. | ||
=== | ===Eligibility=== | ||
To be nominated to serve as an at-large director, a member must fulfill the same eligibility requirements as an officer | To be nominated to serve as an at-large director, a member must fulfill the same eligibility requirements as an officer | ||
as stated elsewhere in these bylaws. | as stated elsewhere in these bylaws. | ||
=== | ===Nomination=== | ||
Nomination of at-large director candidates shall be done by the same process as officer elections as detailed elsewhere | Nomination of at-large director candidates shall be done by the same process as officer elections as detailed elsewhere | ||
in these bylaws. | in these bylaws. | ||
=== | ===Election=== | ||
Elections for at-large directors shall take place at the annual meeting. All directors shall be elected at the same time, | Elections for at-large directors shall take place at the annual meeting. All directors shall be elected at the same time, | ||
by the process determined in these bylaws for Votes of the Membership, except that every full member will have two | by the process determined in these bylaws for Votes of the Membership, except that every full member will have two | ||
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or, if both want to retain it or appoint a successor, may settle the dispute by calling the result of a coin flip. The coin | or, if both 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 the Vice President. | shall be official United States legal tender, and shall be flipped at the annual meeting by the Vice President. | ||
=== | ===Responsibilities=== | ||
The Board of Directors is a body that shall fulfill all roles required by Illinois law. Any decisions not mandated by | The Board of Directors is a body that shall fulfill all roles required by Illinois law. Any decisions not mandated by | ||
Illinois law to fall with the Board of Directors may only be delegated to the Board of Directors by a vote of the | Illinois law to fall with the Board of Directors may only be delegated to the Board of Directors by a vote of the | ||
membership to amend these bylaws to explicitly give the board of directors such decision making power. Any policy | membership to amend these bylaws to explicitly give the board of directors such decision making power. Any policy | ||
affecting the organization at-large will, unless stated otherwise, be decided upon by the voting membership. | affecting the organization at-large will, unless stated otherwise, be decided upon by the voting membership. | ||
==== | ====Officer Oversight==== | ||
The Board of Directors is responsible for making sure the officers of Pumping Station: One are performing their duties | The Board of Directors is responsible for making sure the officers of Pumping Station: One are performing their duties | ||
as defined by these by laws, and providing any assistance that the Officers may need in performing those duties. | as defined by these by laws, and providing any assistance that the Officers may need in performing those duties. | ||
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duties, or to the authority to remove an officer. The Board of Directors does not have authority to alter the scope of an | duties, or to the authority to remove an officer. The Board of Directors does not have authority to alter the scope of an | ||
officersâ duties or remove an officer from his position; any such decision must be made by a vote of the membership. | officersâ duties or remove an officer from his position; any such decision must be made by a vote of the membership. | ||
==== | ====Drafting the Agenda==== | ||
The Board of Directors is responsible for collecting a list of the issues on the agenda for each membership meeting, | The Board of Directors is 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. | and circulating that list to the members for them to vote on at the upcoming meeting. | ||
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matter what, if anything, directors may say about the motion. | matter what, if anything, directors may say about the motion. | ||
The Board of Directors need not call a formal meeting to draft the agenda. | The Board of Directors need not call a formal meeting to draft the agenda. | ||
=== | ===Meetings=== | ||
The Board of Directors shall have an annual meeting, as required by Illinois law. The annual meeting of the board | The Board of Directors shall have an annual meeting, as required by Illinois law. The annual meeting of the board | ||
of directors shall be on the third Tuesday in January. Notice of this annual meeting shall be provided electronically | of directors shall be on the third Tuesday in January. Notice of this annual meeting shall be provided electronically | ||
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address. | address. | ||
All full members may attend any meeting of the board of directors. | All full members may attend any meeting of the board of directors. | ||
=== | ===Expiration of Term=== | ||
An at-large directorâs term shall expire at the Annual Meeting following his election. | An at-large directorâs term shall expire at the Annual Meeting following his election. | ||
=== | ===Resignation=== | ||
Any at-large director may resign at any time by written notice delivered to the the president or secretary of the corporation. | Any at-large director may resign at any time by written notice delivered to the the president or secretary of the corporation. | ||
A resignation is effective when the notice is delivered unless the notice specifies a future date. The pending | A resignation is effective when the notice is delivered unless the notice specifies a future date. The pending | ||
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== | ==Amendment of Bylaws== | ||
These bylaws shall be amended by a majority vote of the membership, using the procedures stated in the Votes of the | These bylaws shall be amended by a majority vote of the membership, using the procedures stated in the Votes of the | ||
Membership section of these bylaws. | Membership section of these bylaws. | ||