By-Laws

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Contents

BYLAWS OF QC CO-LAB

The name of the organization is QC Co-Lab. The organization is organized in accordance with the revised Iowa Nonprofit Corporation Act, as amended. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The organization is organized exclusively for purposes subsequent to section 501(c)(3) of the Internal Revenue Code.

ARTICLE I MEMBERSHIP

Section 1. Membership

Any person who fulfills the rights and responsibilities, as defined in Article I, Section 1.1, shall be designated a member or the organization.

Section 1.1 Member Rights and Responsibilities

  • Be at least 18 years of age at the time of membership registration.
  • Have an equal right to voice their opinion or concerns at any duly called meeting or forum;
  • Be responsible for timely payment of dues;
  • Vote during any duly called Special Meeting or Annual Meeting;
  • Provide their current contact information including current address and preference for electronic receipt of communications;
  • Subscribe to the official notification system;
  • Maintaining an environment in the organization conducive to a shared workspace;
  • Adhere to any and all codes of conduct as approved by the Executive Committee.
  • Be responsible for continuing to support the purposes of the corporation.

Section 2. Membership Suspension

Any member delinquent in their dues as outlined in Article I, Section 1.1 may have their membership suspended by the Treasurer. Members delinquent in their duties as defined by Article I, Section 1.1 may have their membership suspended by the Executive Committee, to be reviewed at the next duly called Executive Committee meeting. Termination of membership can only be upheld with a unanimous vote of the Executive Committee. Suspension of membership shall be considered in Executive Session, as defined in Article III, Section 11, with the exception of attendance by the member in question and any member (registered or inactive) requested in written form by the member in question.

Section 3. Termination of Membership with Prejudice

Membership for any member may also be terminated for any reason by unanimous decision of the Board of Directors at any duly called Executive Committee meeting, as defined by Article III, Section 11.

Section 4. Membership Reinstatement

Any member whose membership was suspended as outlined in Article I, Section 2, may request to have their membership reinstated upon receipt of payment of all dues and monies owed plus one month. Any member suspended due to delinquency in duties other than payment of dues may request a hearing in front of the registered members by calling a special meeting, as per Article II, Section 2. The decision to turn over an Executive Committee decision must have the approval of two-thirds (⅔) of the registered members present.

Section 5. Membership Reinstatement after Termination with Prejudice

Any member whose membership was terminated with prejudice, as outlined in Article I, Section 3, may request reinstatement 365 days after termination. This request must be approved with a three-fourths (¾) vote at a duly called Executive Committee meeting.


ARTICLE II MEETINGS

Section 1. Annual Meeting

An annual meeting shall be held once each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors.

Section 2. Special Meetings

Special meetings may be requested by any member of the corporation.

Section 3. Notice

Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed to all directors at the address shown on the corporate books, at least 10 days prior to the meeting. Such notice shall be deemed effective when posted to the official communication system.

Section 4. Place of Meeting

Meetings shall be held at the organization’s principal place of business unless otherwise stated in the notice.

Section 5. Quorum

A majority of the directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in representation of less than a quorum.

Section 5.1. Special Quorum for Annual Meeting

The quorum for an annual meeting shall be defined as the attending members of the corporation.

Section 6. Informal Action

Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the directors with respect to the subject matter of the vote.


ARTICLE III DIRECTORS

Section 1. Number of Directors

The organization shall be managed by a Board of Directors consisting of a minimum of 5 directors. In the event that membership or the organization increases to seventy (70) or more, two (2) additional directors shall be elected.

Section 2. Election and Term of Office

The directors shall be elected at the annual meeting by the membership of the organization. Persons with a membership in the organization for at least three months shall be eligible for election. Directors are elected by nomination of a member of the organization and then approved by a majority of present members. Each director shall serve a term of 1 year, or until a successor has been elected and qualified.

Section 3. Quorum

A majority of directors shall constitute a quorum.

Section 4. Adverse Interest

In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote.

Section 5. Regular Meeting

The Board of Directors shall meet immediately after the election for the purpose of electing its new officers, appointing new committee chairpersons and for transacting such other business as may be deemed appropriate. The Board of directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.

Section 6. Special Meeting

Special meetings may be requested by the President, Vice-President, Secretary, or any two directors by providing 48 hours written notice by posting to the official form of communication. Minutes of the meeting shall be made available within two weeks after the meeting.

Section 7. Procedures

The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. the Board shall keep written minutes of its proceedings in its permanent records.

Section 8. Informal Action

Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.

Section 9. Removal / Vacancies

A director shall be subject to removal, with or without cause, at a special meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal, or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified from the general membership, whichever occurs first.

Section 10. Committees

To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees.

Section 11. Executive Session

The Board of Directors shall be able to call an executive session only for the purposes of discussing matters of employment, membership, or other issues that should 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 membership as allowed by law, otherwise, decisions or outcomes of these executive sessions will be posted to the official communication system within twenty-four (24) hours of the conclusion of the meeting.


ARTICLE IV OFFICERS

Section 1. Number of Officers

The officers of the organization shall be a President, one or more Vice-Presidents (as determined by the Board of Directors), a Treasurer, and a secretary.

  • President. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors and its Executive Committee, if such a committee is created by the Board.
  • Vice President. The Vice President shall perform duties of the President in the absence of the President and shall assist that office in the discharge of its leadership duties.
  • Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors’ meetings and all committee meetings.
  • Treasurer. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of corporate finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee.

Section 2. Election and Term of Office

The officers shall be elected annually by the Board of Directors at the first meeting of the board of Directors, immediately following the annual meeting. Each officer shall serve a one year term or until a successor has been elected and qualified.

Section 3. Removal or Vacancy

The Board of Directors shall have the power to remove an officer or agent of the organization. Any vacancy that occurs for any reason may be filled by the Board of Directors.

ARTICLE V CORPORATE SEAL, EXECUTION OF INSTRUMENTS

The organization shall not have a corporate seal. All instruments that are executed on behalf of the organization which are acknowledged and which affect an interest in real estate shall be executed by the President or any Vice-President and the Secretary or Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the President or any Vice-President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.


ARTICLE VI AMENDMENT TO BYLAWS

The bylaws may be amended, altered, or repealed by the membership of the organization by a two-thirds majority of a quorum vote at any annual or special meeting. The text of the proposed change shall be distributed to all organization members at least ten (10) days before the meeting.


ARTICLE VII DISSOLUTION

The organization may be dissolved only with the authorization of its board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (⅔) vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:

All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organizations, organized under Sections 501(c)(3) of the Internal Revenue Code of 1986, as amended, or a similar or like nature to this organization, as determined by the Board of Directors.


Certification

Ben Ziegler, President of QC Co-Lab, and Ryan James, acting Secretary of QC Co-Lab certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the current corporate membership on April 21, 2017.