Difference between revisions of "By-Laws"

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=By Laws=
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=BYLAWS OF QC CO-LAB=
  
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.  
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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.
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==
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==ARTICLE I MEMBERSHIP==
  
===Section 1: General Purpose===
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===Section 1. Membership===
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.
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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 2: Specific Purpose===
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====Section 1.1 Member Rights and Responsibilities====
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:
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*Be at least 18 years of age at the time of membership registration.
* 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;
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*Have an equal right to voice their opinion or concerns at any duly called meeting or forum;
* Provide educational talks, classes and workshops for the general public on topics related, but not limited, to science, technology, engineering, art, and mathematics;
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*Be responsible for timely payment of dues;
* Encourage the exchange of knowledge on local, national, and global levels through conferences, collaborative projects, and other activities;
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*Vote during any duly called Special Meeting or Annual Meeting;
* Cultivate local entrepreneurship in the fields of science, technology, engineering, art, and mathematics;
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*Provide their current contact information including current address and preference for electronic receipt of communications;
* Support, provide resources, and develop free and open source software, hardware, and media for the benefit of society;
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*Subscribe to the official notification system;
* Encourage the environmentally responsible use, reuse, and repair of technology, through education and research;
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*Maintaining an environment in the organization conducive to a shared workspace;
* Foster, by legal and ethical means, the common purposes of our members.
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*Adhere to any and all codes of conduct as approved by the Executive Committee.
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*Be responsible for continuing to support the purposes of the corporation.
  
==Article II: Who We Are==
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===Section 2. Membership Suspension===
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Any member delinquent in their dues as outlined in Article I, Section 1.1 may have their membership suspended by the Treasurer.
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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 1: Membership===
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===Section 3. Termination of Membership with Prejudice===
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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 1.1 Definition of Corporate Membership====
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===Section 4. Membership Reinstatement===
Any member who fulfills the rights and responsibilities, as defined in Article II, Section 1.3, shall be designated a corporate member.  
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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.
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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 1.2 Membership Dues====
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===Section 5. Membership Reinstatement after Termination with Prejudice===
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 decided or reviewed at the annual meeting. A majority vote of the board at any meeting may change the procedure and terms for payment of dues. The amount, payment period, due date, definition of delinquency, and acceptable methods for collection of dues may be changed at a meeting of the whole.
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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.
  
=====Section 1.2.1 Exceptions to Regularly Defined Dues=====
 
Any member currently enrolled in any accredited educational program, is eligible for a student rate 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 submitting a written petition which must then be submitted by the member affected to be approved by the Financial and Budgetary Committee.
 
  
====Section 1.3 Membership Rights and Responsibilities====
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==ARTICLE II MEETINGS==
Each corporate member shall:
 
* Have an equal right to voice their opinion or concerns at any duly called meeting or forum;
 
* Have the right to be a member of no more than two officially formed committees;
 
* Be responsible for timely payment of dues;
 
* Vote during any duly called Meeting of the Whole or Annual Meeting;
 
* Provide their current contact information including current address 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 Executive Committee.
 
* Be responsible for continuing to support the purposes of the corporation.
 
  
====Section 1.4 Membership Resignation====
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===Section 1. Annual Meeting===
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.
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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 1.5 Membership Suspension====
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===Section 2. Special Meetings===
Any member delinquent in their dues as outlined in Article II, Section 1.2 may have their membership suspended by the Director of Finance.  
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Special meetings may be requested by any member of the corporation.
  
Members delinquent in their duties as defined by Article II, Section 1.3 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 IV, Section 3.3, 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.   
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===Section 3. Notice===
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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 meetingSuch notice shall be deemed effective when posted to the official communication system.
  
=====Section 1.5.1:  Termination of Membership with Prejudice=====
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===Section 4. Place of Meeting===
Membership for any member may also be terminated for any reason by written petition signed by three-fourths (¾) of the registered membership and presented to the Board of Directors at any duly called Executive Committee meeting. This presentation shall be considered in Executive Session, as defined in Article IV, Section 3.3.  
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Meetings shall be held at the organization’s principal place of business unless otherwise stated in the notice.
  
====Section 1.6 Membership Reinstatement====
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===Section 5. Quorum===
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.
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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.
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====Section 5.1. Special Quorum for Annual Meeting====
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The quorum for an annual meeting shall be defined as the attending members of the corporation.
  
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 meeting of the whole, as per Article III, Section 3. The decision to turn over an Executive Committee decision must have the approval of two-thirds (⅔) of the registered members present.  
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===Section 6. Informal Action===
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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.
  
=====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 Executive Committee meeting.
 
  
===Section 2: Non-Corporate Membership===
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==ARTICLE III DIRECTORS==
  
====Section 2.1: Definition of Non-Corporate Membership====
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===Section 1. Number of Directors===
At registration, a member may decide to be either a corporate member or a non-corporate Member. A member may change this designation with a minimum of 24 hours notice at any time by writing to the Director of Records.
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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 2.2: Rights and Duties of Non-Corporate Membership====
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===Section 2. Election and Term of Office===
Non-Corporate members are bound to Article II, Section 1 with the exception of committee membership and voting rights during meetings of the whole and annual meetings.  
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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.  
  
A non-corporate member who has self-selected status the right, at any time, to choose to claim registered membership, by submitting written request to the Director of Records.  
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===Section 3. Quorum===
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A majority of directors shall constitute a quorum.
  
====Section 2.3: Ineligibility of Non-Corporate Members====
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===Section 4. Adverse Interest===
A non-corporate member is no longer counted for purposes of quorum, petitions, and voting. A non-corporate member may not run for Board of Directors positions and must be a corporate member for three months before they are eligible to be nominated.  
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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 2.4: Board Placement of Non-Corporate Members====
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===Section 5. Regular Meeting===
Corporate members who have not actively participated in corporation business for thirty days or any combination of three missed petitions, meetings, or votes, whichever encompasses a longer timeframe, may be designated as non-corporate by the board of directors at any duly called meeting and must be notified of their change in status via electronic means by the Director of Records. The member may submit a written request to the Executive Committee to be placed back into corporate member status at any time, within the limitations of Section 2.4.1.  
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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 2.4.1: Habitual Inactivity =====
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===Section 6. Special Meeting===
Any member who has been placed by the Executive Committee on the non-corporate list three in a given twelve month, may not request corporate status for ninety days after the the third placement.  
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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.
  
==Article III: How We Meet and Communicate==
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===Section 7.  Procedures===
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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 1: Communication of Corporation===
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===Section 8. Informal Action===
The corporation shall make use of an electronic communication system as approved by the corporate membership at any duly called meeting of the whole. This electronic communication system shall be considered the official means of communication and notification for the corporation unless otherwise stated by these bylaws.
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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 2: Annual Meetings===
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===Section 9. Removal / Vacancies===
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 corporate office and submitted to members electronically at least two months prior to the annual meeting. A petition signed by three-fourths (¾) of corporate membership and submitted to the Board of Directors before the final day in February may specify a new date, time or place for the annual meeting.  
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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 2.1: Annual Meeting Agenda Requirements====
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===Section 10. Committees===
At the annual meeting the corporate members shall:
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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.
* 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 members, corporate and noncorporate, 72 hours before the scheduled meeting, with a minimum of six.
 
* 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 3: Meetings of the Whole===
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===Section 11. Executive Session===
A meeting of the whole, as defined by a meeting where all members are given the ability to vote,  may be called in one of two ways:
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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.
By any member with a petition signed by one third (⅓) of the corporate members at the time of the call for the petition. This signed petition must be distributed 72 hours before the date and time of the special meeting stated in the petition. The petition must include date, time, location, and agenda of meeting and be posted conspicuously at the corporate office.
 
By the Board of Directors for a date no more than two weeks from the time of the call on the electronic communication system for the meeting at the time when the greatest number of corporate members can attend. The call for the meeting must include date, time, location, and agenda of meeting and be posted conspicuously at the corporate office.  
 
  
===Section 4: Quorum===
 
At any duly called meeting of the whole, other than the annual meeting, called by the corporate membership, half (½), rounded up, of the entire corporate membership at the time of the call shall constitute a quorum. At any duly called meeting, other than the annual meeting, by the Board of Directors, one-third (⅓), rounded up, of the entire corporate membership at the time of the call shall constitute a quorum.
 
  
====Section 4.1: Special Quorum for Annual Meeting====
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==ARTICLE IV OFFICERS==
Quorum for the annual meeting is defined as the attending corporate members.
 
  
===Section 5: Voting===
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===Section 1. Number of Officers===
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 corporate members present.
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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.
  
===Section 6: Conduct of Meetings===
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* 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.
All meetings of the whole and the annual meeting shall follow the format as approved at the annual meeting.
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* 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.
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* 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.
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* 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.
  
==Article IV: The Corporate Directors==
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===Section 2. Election and Term of Office===
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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 1: Definition of Directors===
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===Section 3. Removal or Vacancy===
There shall be six initial directors, consisting of an Executive Director, a Director of Operations, a Director of Records, a Director of Finance, Director of Cooperative Projects, and a Director of Media and Outreach. These directors shall serve as the Board of Directors and Executive Committee for all membership and legal matters.  
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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.
  
====Section 1.1 Qualifications of Directors====
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Each director must be a corporate member in good standing for a minimum of three consecutive months before election and elected as outlined in Article IV, Section 4.
 
  
====Section 1.2 Duration of Term and Limitations====
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==ARTICLE V CORPORATE SEAL, EXECUTION OF INSTRUMENTS==
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====
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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.
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====
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==ARTICLE VI AMENDMENT TO BYLAWS==
For purposes of succession, the hierarchy of directors shall be:
 
* Executive Director
 
* Director of Operations
 
* Director of Finance
 
* Director of Records
 
* Director of Outreach and Media
 
* Director of Cooperative Projects and Events
 
* any additional directors in the order of election.
 
  
===Section 2: Duties of the Directors===
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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.
  
====Section 2.1: Duties of the Board of Directors as a Whole====
 
  
=====Section 2.1.1: Committee Leadership=====
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==ARTICLE VII DISSOLUTION==
Each director acts as the chair of the committee sharing their title.
 
  
=====Section 2.1.2: Annual Report=====
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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:
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=====
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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.
All directors are responsible for the processing of all new members in a manner as chosen by the registered 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====
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The executive director 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 and shall act as the committee chair for the board of directors as a whole. 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 Executive Committee. The executive director shall serve all other duties of a president as required by law or custom.
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==Certification==
  
====Section 2.3 Director of Operations====
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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.
The Director of Operations shall be primarily responsible for the continued operation of the corporation as a whole, facilitating continued maintenance and day to day operations of the corporate building, acting as the chair of the Operations Committee, 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, other internal forms of communication, acting as the chair of the Records and Legal Committee, 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:
 
* Act as Chair of the Financial and Budgetary Committee
 
* 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;
 
* Assemble and monitor an annual budget for expenditures with the approval of the Board of Directors as a whole no more than  45 days following the annual meeting. And, upon changes of more than 20% in annual income, adjust the budget for reapproval.
 
* 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 approved budget, 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 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 Director of Cooperative Projects and Events====
 
The Director of Cooperative Projects and Events is responsible for the facilitation, encouragement, and organization of corporate sponsored projects and events. Serving as the committee chair for the Cooperative Projects and Events Committee, the Director shall approve and monitor projects brought before the committee within the allocated and approved budget.
 
 
 
====Section 2.7 Director of Outreach and Media====
 
The Director of Outreach and Media is responsible for the facilitation, encouragement, and extension of the corporation as a whole. Serving as the committee chair for the Outreach and Media Committee, the Director shall be responsible for 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 and without the corporation, and serve as all other duties as they pertain to Webmaster.
 
 
 
====Section 2.8 Additional Director(s)====
 
The Board of Directors shall consist of 10% of the entire membership, including corporate and non-corporate members, as defined by Article III, Section 2.1, with a minimum of six members of the Board of Directors and a maximum of eight. Once elected, the additional Director(s) 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 upon election and reported to the membership via the electronic communication system for assembly of their relevant committee.
 
 
 
===Section 3: Meetings of the Board of Directors===
 
The Board of Directors shall meet at a minimum of once every calendar month, and otherwise, 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 members notice sent electronically at least twenty-four (24) hours prior to the meeting. All members may attend a meeting of the board of directors. The notice shall give the time, place, 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 of the conclusion of the meeting. 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, 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 electronic communication system within seventy-two (72) hours of the conclusion of the meeting.
 
 
 
====Section 3.4 Quorum====
 
Three fourths (¾) of board members, rounded up, at a duly called board of directors 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====
 
Every director position shall be elected at the annual meeting. Each corporate member, that has been a corporate member for a minimum of three months, present at the duly called annual meeting shall be given an opportunity to be nominated by another corporate member as a candidate for each director position on the board. Each position on the Board of Directors shall be nominated and elected separately.
 
In the case of removal or resignation, each corporate member, that has been a corporate member for a minimum of three months, present at the duly called meeting of the whole shall be given an opportunity to be nominated by another corporate member as a candidate for each director position available on the board.
 
 
 
====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 the corporate 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 corporate 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 corporate 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 meeting of the whole 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 corporate membership, as defined by the number of corporate members at the time of the notification of petition via the electronic communication system.
 
 
 
===Section 6: Vacancies===
 
Upon a vacancy on the Board of Directors, any vacant role must be filled at a Meeting of the Whole, called by the Board of Directors, according Article IV, Section 4.
 
 
 
==Article V: Committees==
 
 
 
===Section 1: General Rules for all Committees===
 
All committees are responsible for their missions as defined in Article IV, Section 2. Each Director is considered the committee chair for their assigned committee, with no less than five non-executive committees:
 
* Operations
 
* Financial and Budgetary
 
* Records and Legal
 
* Cooperative Projects and Events
 
* Outreach and Media
 
* Additional Committees, as chairs by additional Directors
 
* and any additional Committees as sanctioned and approved by the Board of Directors for specific purposes (i.e. MakeFest Committee)
 
 
 
===Section 2: Assembly and Organization of Committees===
 
Each committee chair is responsible for recruiting a minimum of two additional corporate members as voting members in the committee and assembling the committee under their direction, with the exclusion of the executive committee. Each committee, including the executive committee, is responsible for crafting their own modus operandi no more than 45 days following the annual meeting and posting both the voting members of the committee and the modus operandi to the electronic communication system. This modus operandi is considered in effect until the next annual meeting.
 
 
 
====Section 2.1: Exceptions to Committee Minimum====
 
If, after 30 days from the annual meeting, two additional corporate members do not volunteer as voting members for a committee, the director and any corporate members who have volunteered, may write a modus operandi interim and submit it to the electronic communication system. Upon recruitment of a second corporate member, the modus operandi is to be rewritten or affirmed by voting members of the committee and submitted to the electronic communications system.
 
 
 
Additionally, the Financial and Budgetary committee is limited to no more than five voting members, not counting the chair.
 
 
 
====Section 2.2: Requirements of the Modus Operandi====
 
Each modus operandi is required to have a section detailing meeting scheduling requirements, committee member responsibilities, modes of communication, voting procedures, and a section defining quorum as three-quarters (¾) attendance of voting members.
 
 
 
====Section 2.3: Restrictions of the Modus Operandi====
 
Committees are encouraged to define any additional procedures with the exceptions of the following:
 
At no point may the committee modus operandi restrict eligible corporate members from joining the committee. However, the committee may define obtainable attendance requirements to maintain committee membership.
 
At no point may the committee absolve themselves of auditing, budgeting, meetings, or posting of meeting minutes to the electronic communication system.
 
While committees are encouraged to work with other committees within the corporation, at no point may a committee take on a task explicitly outlined in these Bylaws for another committee.
 
 
 
===Section 3: Powers and Authorities of Committees===
 
Within their missions and budget as approved by the Board of Directors, committees as a whole have all powers and authority of the corporation to execute their committee’s missions. However, the Executive Committee has authority over all other committees within the corporation. A resolution, statement, decision, or ruling passed by the Executive Committee has the authority to overrule any other committee in the corporation.
 
 
 
===Section 4: Annual Audit Committee===
 
During the annual meeting, the membership shall nominate and approve an audit committee consisting of three members who are not members of the board of directors and have not served as a director for 180 days prior to election and must not have served as voting members on the Financial and Budgetary Committee in the previous term. 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 ten corporate members.
 
 
 
==Article VI: Amendments==
 
These bylaws may be amended only when an amendment proposal petition is approved at a meeting of the whole and signed by three-fourths (¾) of corporate 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.
 
Additionally, the Board of Directors may amend these Bylaws by first passing an unanimous resolution to the effect. Upon confirmation of resolution, the Board must then submit a request to the electronic communication system. Corporate members will have thirty days from the date of posting to submit a request for a meeting of the whole. If a request is submitted, the corporate members shall hold a meeting of the whole, in accordance with Article III, to vote on the the enactment of the Bylaw amendment. If the amendment is struck down at a meeting of the whole, it does not go into effect.
 
 
 
==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.
 

Latest revision as of 09:37, 22 April 2017

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.