By-Laws

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Contents

By Laws

By law, this is the core governing document of the QC Co-Lab. These bylaws were written to maximize the direct power of the membership as a whole, reducing the power of Board of Directors and the corporate officers to as ceremonial and 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

Amendments are handled as specified in Article 7

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 technology enthusiasts, as well as the general populace of the Quad Cities, Iowa / Illinois.

Section 2: Specific Purpose

Subject to and within the limits of Section 1, the corporation shall facilitate the needs of the Quad Cities, Iowa/Illinois region for:

  • Informed and organized advocacy of the use of technology,
  • Sponsorship of technology based projects and calls to action,
  • Fellowship of technology enthusiasts.

Article I Who we are

Section 1: Designation of Membership Classes

QC Co-Lab has a voting membership class and a non-voting membership class.

Section 2: Voting Membership Class Qualifications

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

Section 3: Voting Membership Class Election

Any member may nominate a qualified person to be a voting member. Any eligible person may be elected as a voting member at any regular meeting upon payment of their first periodic dues and visual approval of all members present. 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. A majority vote of the members at any meeting may change the procedure and terms for payment of dues. Member dues may be waived for a three month period due to financial hardship or relocation by written petition signed by more than three quarters (3/4ths) of the Board of Directors. Payment of dues may be waived for any other reason only by voting members at a duly called meeting.

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 written resignation with the Secretary. Resignation shall not relieve a voting member of unpaid dues or other monies owed. Voting membership may be suspended for non-payment of dues by the Treasurer. Any suspended voting member may restore their membership 90 days after suspension 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 Section 4. Voting membership may also be terminated for any reason by written petition signed by more than three quarters (3/4ths) of the voting members.

Section 7: Non-Voting Membership

For fundraising and honorary purposes, the Minister of Finance may declare the qualifications for and appointment of non-voting members. Non-voting memberships and membership titles are subject to voting member approval. Non-voting members do not have the right to vote in affairs of the corporation nor do they have any responsibilities towards it. All other rights and responsibilities of non-voting members shall be explicitly stated by the Treasurer and subject to voting member approval.

Article III: How we meet

Section 1: 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 may be designated by written petition signed by more than three quarters (3/4ths) of voting members. Regular meetings shall not take place on the day before, upon, or after a federal holiday unless specifically approved at the prior regular meeting or annual meeting. Meetings shall not take place on the day of a closure declared by the Office of Personnel Management.

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 corporation in the coming year.

Section 3: Special Meetings

A petition presented to all voting members and signed by one third (1/3rd) of voting members may call a special meeting. Such a petition must include the date, time, place and agenda of the special meeting.

Section 4: Notice of Meetings

The time and place of upcoming meetings shall be conspicuously posted at the registered office and electronically sent to all voting members. No notice is required for a regular meeting. Special meetings require 72 hours notice considered delivered only when all voting members are personally notified and given an opportunity to sign a special meeting petition. The agenda of the next upcoming meeting and minutes of the previous meeting shall be posted at the registered office and electronically submitted to all voting members at least 72 hours prior to any meeting.

Section 5: Quorum

At a duly called meeting, at least 75% (three quarters) 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 Geek Meetings format as approved at an annual meeting.

Article IV: The Corporate Officers

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

There shall be four officers, consisting of a President, a Vice 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 may serve more than 3 consecutive terms, unless authorized by a vote in which an officer's term may be extended for 1 year. This vote must pass unanimously. 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 Vice President

The Vice President 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 when the President is unable or unwilling to act.

Section 4: Duties of the Secretary

The Secretary 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, assuring that corporate records are maintained, and serving all other duties of a Secretary as required by law or custom.

Section 5: Duties of the Treasurer

The Treasurer shall be custodian of corporate funds, collect dues, make a financial report for each meeting, assist in the preparation of the budget, develop fundraising plans, make financial information available to members and the public, sneer at members who do not pay dues in a timely fashion and serve all other duties of a Treasurer as required by law or custom.

Section 6: Duties of the officers as whole to provide an Annual Report

The officers must prepare an annual report to be distributed at the annual meeting. The report should 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 state and federal tax returns.

Section 7: Officers are Directors

The officers shall also serve as bona-fide directors on the Board of Directors. Election, resignation, removal and vacancies of the officers are handled in accordance with procedures laid out in Article V.

Article V: The Board of Directors

Section 1: Role, Size, Term, and Compensation

The board of directors shall consist of the four officers as defined in Article IV. Once the number of voting members reaches 21 or greater, the board of directors will consist of the four officers and two at-large directors, all of whom are considered directors for the purposes of this article. All directors must be voting members of the corporation. Each director shall serve from the time of their election until their successor is elected and qualifies. No member may serve more than 3 consecutive terms on the board of directors unless an officer's term is extended by special vote as outlined in Article IV, Section 1. No director may be compensated for their service as a board member, though the corporation may provide insurance and indemnity for board members as allowed by law.

Section 2: Meetings

The Board of Directors shall meet when necessary, provided all voting members receive notice sent electronically at least five business days 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. Notices shall be conspicuously posted at the registered office and electronically distributed to all members at least five business days prior to a meeting. Minutes shall follow the standing rules for meetings as approved at an annual meeting. Minutes of each board meeting shall be conspicuously posted at the registered office and electronically distributed to members within 48 hours. Minutes shall be considered approved when signed by all board members in attendance.

Section 3: Elections

Each member present shall be given an opportunity to be a candidate for each officer position and each at-large director position on the board. If there is more than one candidate for an officer position, the candidate which obtains the highest number votes from voting members present shall be elected. If there are no candidates for an officer position, the outgoing officeholder may, if eligible, elect to serve another term or select any willing member to serve in that position. If there is only one candidate for an officer position, the outgoing officeholder must perform a song chosen by the incoming officeholder at the karaoke bar of the incoming officeholder's choice. If fewer than two members are candidates for at-large director, those candidates are automatically elected and the remaining vacancies shall be filled by a random process selected by the outgoing President. If more than two members are candidates for at-large director, each voting member present shall rank the candidates. The two candidates obtaining the highest preferences from voting members present shall be elected. If exactly two members are candidates for at-large director, the outgoing chairperson must immediately dance in a reasonably silly manner for at least two minutes.

Section 4: Quorum

Two thirds of board members at a duly called board member meeting shall constitute a quorum when the number of voting membership allows for Directors At Large to be elected as per Section 1, and their positions filled. If the directors at large positions are not filled, a quorum shall constitute of three-fourths of the currently elected board members.

Section 5: Voting

All issues, except when otherwise specified in these bylaws, shall be decided by affirmative vote of more than half of the directors present at a duly held meeting.

Section 6: Resignation, Termination, and Vacancies

Any officer or director may resign by filing a written resignation with the Secretary or two other board members. An officer or at-large director may be terminated in their role by written petition signed by more than three quarters (3/4ths) of the voting membership. Vacancies on the board shall be filled at the next regular meeting using the applicable process outlined in Section 3.

Article VI: 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.

Section 2: Annual Audit Committee

On or before September 30, the members 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 appointment. 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 VII: 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. Written notice of such petition must be submitted electronically to all members and delivered to all members of the corporation physically in person or by registered mail to take effect.