By law, this is the core governing document of the QC Co-Lab, which shall be referred to as the corporation for the duration of this document. These bylaws were written to maximize the direct power of the membership as a whole, reducing the power of the Board of Directors and the corporate officers to as functional a role as possible. The Bylaws in effect are kept on the corporate wiki at http://wiki.qccolab.com/index.php?title=By-Laws Any amendments are handled as specified in Article VI of this document.
Article I: Why We Exist
Section 1: General Purpose
Said corporation is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The mission of the corporation is to offer insight, fellowship, and stewardship to science, technology, engineering, art, and mathematics enthusiasts, as well as the general populace of the Quad Cities, Iowa / Illinois.
Section 2: Specific Purpose
Subject to and within the limits of Article I, Section 1, the corporation shall work to facilitate the needs of the Quad Cities, Iowa/Illinois region to: Maintain shared workspace, tools, and other resources for use by members on projects related, but not limited, to science, technology, engineering, art, and mathematics, to facilitate members' personal growth in these fields; and encourage members to share their projects for the betterment of society; Provide educational talks, classes and workshops for the general public on topics related, but not limited, to science, technology, engineering, art, and mathematics; Encourage the exchange of knowledge on local, national, and global levels through conferences, collaborative projects, and other activities; Cultivate local entrepreneurship in the fields of science, technology, engineering, art, and mathematics; Support, provide resources, and develop free and open source software, hardware, and media for the benefit of society; Encourage the environmentally responsible use, reuse, and repair of technology, through education and research; Foster, by legal and ethical means, the common purposes of our members.
Article II: Who We Are
Section 1: Membership
Section 1.1 Definition of Membership
Any member who fulfills the requirements as defined in Article II, Section 1.3 shall be designated a member of the corporation.
Section 1.2 Membership Dues
The corporation will collect dues from all members. The amount, payment period, due date, definition of delinquency, and acceptable methods for collection of dues shall be reviewed at the annual meeting. A majority vote of the voting membership at any meeting may change the procedure and terms for payment of dues.
Section 1.2.1 Exceptions to Regularly Defined Dues
Any member, currently enrolled in any accredited educational program, is eligible for a student discount as approved by the Director of Finance and must provide evidence of current enrollment. Additionally, an individual member’s dues may be adjusted for a three month period due to financial hardship or relocation by a written petition submitted by the member affected to be approved by the Director of Finance.
Section 1.3 Membership Rights and Responsibilities
Each member shall:
- Have an equal right to voice their opinion or concerns at any duly called meeting or forum;
- Be responsible for timely payment of dues;
- Provide their current contact information including current address, a photograph of prospective member, and preference for electronic receipt of communications;
- Subscribe to the official electronic notification system;
- Maintaining an environment in the lab conducive to a shared workspace;
- Adhere to any and all codes of conduct as approved by the voting membership for all communication facilitated by the corporation;
- Be responsible for continuing to support the purposes of the corporation.
Section 1.4 Membership Resignation
Any member may resign their membership of the corporation at any time, but will not be eligible for reimbursement or prorated dues paid before resignation. Resignation of membership shall not relieve the member of any dues or other monies owed.
Section 1.5 Membership Suspension
Any member delinquent in their dues as outlined in Article II, Section 1.2 may have their membership suspended by the Director of Finance. Members delinquent in their duties as defined by Article II, Section 1.3 may have their membership suspended by the Board of Directors, to be reviewed as the first order of business at the next duly called meeting according to Article II, Section 1.5.1. If this member has voting rights, as defined by Article II, Section 2, these voting rights are not removed unless the member’s suspension is confirmed at the duly called meeting.
Section 1.5.1: Termination of Membership with Prejudice
Membership may also be terminated for any reason by written petition signed by three-fourths (¾) of the voting members, as outlined in Article II, Section 2, at any duly called meeting.
Section 1.6 Membership Reinstatement
Any member whose membership was suspended as outlined in Article II, Section 1.5, may request to have their membership reinstated upon receipt of payment of all dues and monies owed plus one month.
Section 1.6.1 Membership Reinstatement after Termination with Prejudice
Any member whose membership was terminated with prejudice, as outlined in Article II, Section 1.5.1, may request reinstatement 365 days after termination. This request must be approved with a three-fourths (¾) vote at a duly called meeting.
Section 2: Voting Membership
In addition to all rights and responsibilities of the membership class, as outlined in Article II, Section 1, members can be elected to serve as a voting member.
Section 2.1: Voting Membership Eligibility
Any member in good standing with the corporation, as outlined in Article II, Section 1, for three concurrent months, of the age of legal majority in the State of Iowa, and nominated by any current voting member, is considered eligible for voting rights. Student members shall not be eligible for voting membership.
Section 2.2: Voting Membership Election
During any duly called meeting, eligible members may be conferred voting rights by approval of three-fourths (¾) of voting members present at the end of any duly called meeting. For purposes of these bylaws, all persons listed as voting members at the ratification of these bylaws, shall be considered the initial voting class.
Section 2.3: Voting Membership Rights and Responsibilities
Each voting member shall:
- Vote their preference or abstain from voting in the affairs of the corporation.
- Exercise only one vote for each decision before the corporation.
- Have reasonable inspection rights of corporate records.
- Attend nine out of twelve meetings within any twelve-month period.
Section 2.4: Voting Rights Resignation
Any voting member may resign their voting rights by filing a written resignation with the Director of Records.
Section 2.5: Voting Rights Termination
Any member no longer in good standing with the corporation, as defined in Article II, Section 1, shall lose all voting rights in the corporation upon confirmation of suspension of membership, as defined in Article II, Section 1.5. Any voting member delinquent in their duties as outlined in Article II, Section 2.3, may have their voting rights suspended by a majority vote of the Board of Directors, to be reviewed by the voting class at the next duly called meeting as the first order of business. Any person who has had their voting rights suspended by the Board of Directors may maintain their voting rights for the next duly called meeting, provided they are in attendance.
Section 2.5.1: Termination of Voting Rights with Prejudice
Voting rights of any member may be terminated for any reason by the voting class by written petition signed by three-fourths (¾) of the voting membership.
Section 2.6: Voting Rights Reinstatement
Any member who voluntarily resigned their voting rights may request voting status reinstatement in accordance with Article II, Section 2.2. Any voting member suspended, as outlined in Article II Section 2.5, may request to restore their voting rights, as outlined in Article II, Section 2.2, upon payment of dues owed and payable through one month beyond the end of the suspension period, or upon the granting of a dues waiver as outlined in Article II, Section 1.2.
Section 2.6.1: Reinstatement of Voting Membership Rights after Termination with Prejudice
Any voting member whose voting membership rights terminated under Article II, Section 2.5.1 can only be reinstated after a 365 day waiting period and a written petition signed by three-fourths (¾) of the voting members.
Article III: How We Meet and Communicate
Section 1: Communication of Corporation
The corporation shall make use of an electronic communication system as determined by the voting membership at any duly called meeting. This electronic communication system shall be considered the official means of communication and notification for the corporation unless otherwise stated by these bylaws.
Section 2: Regular Meetings
Regular meetings of voting members shall be held every second Saturday at 13:00 local time at the registered office. A different meeting place and time may be designated by written petition signed by three-fourths (¾) of voting members.
Section 2.1 Regular Meetings Agenda Requirements
At every regular meeting, the agenda shall include, but is not limited to:
- Any and all director and member reports;
- Minutes of the previous meeting;
- Nomination and confirmation of eligible voting members, as outlined in Article II, Section 2;
- Processing of any and all suspensions, terminations, or reinstatements of memberships and voting rights.
Section 3: Annual Meetings
An annual meeting of all members shall take place in March. The Executive Director shall select the date, time and place and this selection shall be made 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 months prior to the annual meeting. A petition signed by three-fourths (¾) of voting members and submitted to the Board of Directors before the duly scheduled February meeting may specify a new date, time or place for the annual meeting.
Section 3.1: Annual Meeting Agenda Requirements
At the annual meeting the voting members shall: Elect the Board of Directors and Audit Committee Members, as per Article IV, Section 4; The number of additional Director positions shall be determined by number of voting members at the time of the meeting Review and vote on the standing rules and policies of the corporation; including, but not limited to dues, and member notification system; Review procedures for new member processing; Receive reports on the activities of the corporation; Approve the Director of Finance’s report from the previous fiscal year and tax submission to all legal entities; Determine the goals of corporation in the coming year.
Section 4: Special Meetings
A special meeting may be called by any voting member with a petition signed by one third (⅓) of the voting members. This signed petition must be distributed 72 hours before the date and time of the special meeting stated in the petition. Petition must include date, time, location, and agenda of meeting and be posted conspicuously at the registered office.
Section 5: Quorum
At any duly called meeting, three-fourths (¾), rounded up, of the entire voting membership shall constitute a quorum.
Section 6: 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 7: Conduct of Meetings
All meetings shall follow the format as approved at the annual meeting.
Article IV: The Corporate Directors
Section 1: Definition of Directors
There shall be four initial directors, consisting of an Executive Director, a Director of Operations, a Director of Records, and a Director of Finance. These directors shall serve as the Board of Directors for all membership and legal matters.
Section 1.1 Qualifications of Directors
Each director must be a voting member and elected as outlined in Article IV, Section 4.
Section 1.2 Duration of Term and Limitations
Each officer shall serve from the time of their election, as defined in Article IV, Section 4, until their successor is elected. No director may serve more than three (3) consecutive terms, unless authorized by a vote in which a director's term may be extended for one (1) year. This vote must pass unanimously.
Section 1.3 Compensation of Directors
No director shall be compensated for their service as a director, though the corporation may provide insurance and indemnity for directors as allowed by law.
Section 1.4 Nonliability of Directors
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
Section 1.5 Hierarchy of Directors
For purposes of succession, the hierarchy of directors shall be:
- Executive Director
- Director of Operations
- Director of Finance
- Director of Records
- Additional Directors, in order of election
Section 2: Duties of the Directors
Section 2.1: Duties of the Board of Directors as a Whole
Section 2.1.1: Monthly Report
All directors are required to prepare an individual monthly report to be presented at all regular business meetings. This shall include, but is not limited to, business conducted by each board member relevant to the corporation and its public and private dealings.
Section 2.1.2: Annual Report
The directors must prepare an annual report to be distributed at the annual meeting. The report should chronicle the activities of the corporation, including, but not limited to, specific narratives on the corporation's work, the corporation's annual financial statements, relevant legal filings, and relevant copies of the organization's state and federal tax returns.
Section 2.1.3: New Member Processing
All directors are responsible for the processing of all new members in a manner as chosen by the voting membership at each annual meeting. The intent of this processing shall be to familiarize new members with the duties and responsibilities of membership in the corporation and shall include any other obligations as defined at the annual meeting.
Section 2.1.4: Makerspace Guidance
All directors are responsible for guiding the membership towards accomplishing the goals established at each annual meeting.
Section 2.1.5: Legal Responsibilities
The Board of Directors has the obligation to file all legal state, city, county, and federal documents, fees, and taxes to maintain the good standing of the corporation as a 501(c)(3), as defined in current tax code.
Section 2.2: Executive Director
The executive director shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, supervise and control the affairs of the corporation and the activities of the directors. He or she shall perform all duties incident to the office of executive director and such other duties as may be required by law, by the articles of incorporation or by these bylaws, or which may be prescribed from time to time by the board of directors. The executive director shall preside at all meetings of the board of directors and at all meetings of the members as defined by the agreed upon meeting format, pursuant to Article III, Section 7. Except as otherwise expressly provided by law, by the articles of incorporation or by these bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the voting membership. The executive director shall serve all other duties of a president as required by law or custom.
Section 2.3 Director of Operations
The Director of Operations shall be the chief operations officer of the corporation and shall be primarily responsible for the information systems and communication processes of the corporation, coordinate the teams that manage and design those systems, draft policies and procedures for information system use, ensure effective communication and information exchange within the corporation, and serving all other duties of a vice president as required by law or custom, including acting as the Executive Director when the elected Executive Director is unable or unwilling to act. When acting as the Executive Director, the Director of Operations shall have all power and be subject to all limitations of the Executive Director.
Section 2.4: Director of Records
The Director of Records shall be responsible for membership records including membership and board meeting actions and petitions, sending out meeting announcements, posting and distributing copies of membership meeting minutes and relevant meeting agendas to the membership, and assuring that corporate records are maintained. The Director of Records shall certify and maintain a copy of all corporate actions and resolutions. The Director of Records shall serve all other duties of a clerk or secretary as required by law or custom.
Section 2.5: Director of Finance
The Director of Finance shall:
- Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors;
- Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever;
- Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the voting membership, taking proper vouchers for such disbursements;
- Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
- Exhibit at all reasonable times the books of account and financial records to any voting member of the corporation, or to his or her agent or attorney, on request therefor;
- Render to the Board of Directors and Audit Committee, whenever requested, an account of any or all of his or her transactions as Director of Finance and of the financial condition of the corporation;
- Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports;
- Prepare and file the taxes for the fiscal year by the Annual Meeting at the end of the term;
- In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the articles of incorporation of the corporation or by these bylaws, or which may be assigned to him or her from time to time by the voting membership.
Section 2.6 Additional Director(s)
Additional Director(s) shall be elected once the number of voting members reaches twenty (20). An additional Director shall be elected for every seven (7) additional voting members with a limit of four (4) additional Directors, with a maximum number of eight (8) members of the Board of Directors. Once elected, the additional Directors shall stay in office until the next annual meeting. The additional Director(s) shall be a full voting member of the Board of Directors and assumes all responsibilities assumed of the Board of Directors once voted into office. The additional Director(s) duties and title shall be determined by the Board of Directors as a whole, upon election and reported to the membership at the next regular meeting.
Section 3: Meetings of the Board of Directors
The Board of Directors shall meet when necessary, as defined by the current Board of Directors and the needs of the corporation.
Section 3.1 Notice of Meetings
The Board of Directors shall provide all voting members notice sent electronically at least twenty-four (24) hours prior to the meeting. All voting members may attend a meeting of the board of directors. The notice shall give the time, place, reason for calling the meeting and the agenda for said meeting.
Section 3.2 Posting of Meeting Minutes
Minutes shall follow the standing rules for Board of Directors’ meetings as approved at an annual meeting. Minutes of each board meeting shall be electronically distributed to members within 48 hours. Minutes shall be considered approved when signed by all board members in attendance.
Section 3.3 Executive Session
The Board of Directors shall be able to call an executive session only for the purposes of discussing matters of employment or other issues that must legally be kept confidential. Notice shall be given to the membership of an occurrence of an executive session and the minutes of these sessions shall be available to the voting membership as allowed by law.
Section 3.4 Quorum
Two-thirds (⅔) of board members, rounded up, at a duly called board member meeting shall constitute a quorum.
Section 3.5 Voting
Unless otherwise specified by these bylaws, all issues brought before the Board of Directors shall be affirmed by a majority vote at a duly called meeting of the Board of Directors.
Section 4: Election of Board of Directors
Section 4.1 Nomination of Directors
Each voting member present at the duly called meeting shall be given an opportunity to be nominated by another voting member as a candidate for each director position on the board. Each position on the Board of Directors shall be nominated and elected separately.
Section 4.2 Voting Process
If there is more than one candidate for an officer position, the candidate which obtains the highest number votes in a written ballot from voting members present shall be elected. If there is only one candidate for an officer position, the candidate must be affirmed by a majority vote of the voting membership present. If the candidate is not affirmed, the position shall remain vacant to be filled according to Article IV, Section 6.
Section 4.2.1 Assumption of Duties
If there are no candidates for a director position, an elected director may assume the responsibilities and duties of an additional position, as affirmed by a majority vote of the voting membership present. This assumption of duties does not grant an additional Board of Directors vote to the candidate. An election for this position shall be held at every regularly scheduled meeting until the position is filled.
Section 5: Resignation and Termination
Any officer or director may resign by filing a written resignation with the Director of Records or two other board members. A director may be terminated in their role by written petition signed by three-fourths (¾) of the voting membership.
Section 6: Vacancies
Upon a vacancy on the Board of Directors, any vacant role must be filled at the next duly called meeting, according Article IV, Section 4.
Article V: Committees
Section 1: General Rules for all Committees
The membership may nominate and approve committees for purposes as outlined in the mission statement of the organization as long as they adhere to the goals and spirit of Article I, Sections 1 and 2. These committees shall act in an advisory role to the voting membership for the purpose on which they were assembled.
Section 2: Annual Audit Committee
During the annual meeting, the voting membership shall nominate and approve an audit committee consisting of three voting members who are not members of the board of directors and have not served as a director for 180 days prior to election. The audit committee shall have full inspection rights to the affairs and documentation of the corporation. No audit committee shall be convened if the corporation has fewer than nine voting members.
Article VI: Amendments
These bylaws may be amended only when an amendment proposal petition is approved at a membership meeting and signed by three-fourths (¾) of voting members. Written notice of such petition must be submitted according to Article III, Section 1 to all members and posted conspicuously at the registered office.
Article VII: Dissolution of Corporation
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of the State of Iowa.