By-laws Amendment 1 Proposals

General Info

The need for this proposal was first discussed at the Membership Meeting on 03/12/2014. This wiki page is for hosting the actual text of the proposed amendment, rather than discussion. Large changes should be posted on this page’s discuss page or into a separate proposal section below.

In the proposals below, enumeration of a by-law with a number existent in the current by-laws implies replacement of the existing by-law with the proposed one. Proposals with new numbers are proposed additions.

Purpose

To define:

  1. A class of decisions that the Board of Directors will delegate to non-board members
  2. A formal decision making process by which these decisions will be decided

Proposal 1; Shawn’s Proposal

Withdrawn from consideration

Proposal 2; Clay’s Proposal

This is a proposal to form an Executive Committee, which consists of the Officers and the Directors, whose purpose is to manage the business and affairs of the makerspace. The Executive Committee would vote on matters relating to said management of the makerspace in periodic business meetings. The Executive Committee may choose to put decisions before the Membership for vote, such as the purchasing of new equipment, the funding of group projects, etc. The positions of the Officers and Directors which make up the Executive Committee would be elected by the Membership at each Annual Meeting. Please visit the discussion page for a more detailed explanation and discussion of this proposal.

Technically, an Executive Committee already exists according to the bylaws. All we really need to do is modify a few bylaws to expand and formalize the Officer positions and the powers of the Executive Committee. I propose that we can do so with the following steps.

Proposal 2.1 Definition of Board of Directors

Modification of existing Bylaw #10

The Board of Directors is that group of persons vested with the management of the business and affairs of this Corporation subject to the law, the Articles of Incorporation, and these bylaws. The Board of Directors may veto a Resolution of the Executive Committee if a majority of the Directors agree that it would put the corporation or Directors at legal or financial risk.

Proposal 2.2 Terms and Election of Directors

Modification of existing Bylaw #13

Directors shall be elected by the members at the annual meeting of the membership. Directors shall serve terms of one year. Directors may serve any number of consecutive terms, provided they are elected for each term in accordance with these bylaws. Board members shall serve until their successors are chosen.

Delete Bylaw #14

Modification of existing Bylaw #16. Delete the following text:

“If there are vacant seats on the board that have less than three years remaining (resulting from the resignation, termination, or death of an incumbent board member prior to the natural expiration of the term) the following procedure shall be used at the annual meeting of the membership following the election (or at a subsequent board meeting): The term of each the winning candidates shall be determined by drawing lots. The “lots” shall be pieces of paper that are folded over and placed in a hat (or some such similar device). There shall be one “lot” for each vacant board position. Each “lot” shall have written on it either the number 1, 2, or 3 (depending on the length of time remaining for the particular board position represented by the “lot”). Each winning candidate shall draw one “lot”. The number drawn will represent the term of that particular winning candidate. The results shall be recorded in the minutes.”

Proposal 2.3 Roster of Officers

Modification of existing Bylaw #28

The Officers is that group of persons vested with managing the day-to-day operations of the business. Each Officer position fills a unique role in the operations and carries with it a set of responsibilities specified in these Bylaws and in the Standing Rules. At all times, the Corporation shall have a Chairperson, a Secretary, and each position defined in the Standing Rules.

Proposal 2.4 Selection and Removal of Officers

Modification of existing Bylaw #31

Officers shall be elected by the Membership at each Annual Meeting. All Officers shall serve terms of one year. Officers may serve any number of consecutive terms, provided they are elected for each term in accordance with these bylaws. An officer shall remain in office until his or her successor has been selected. Any officer elected to office may be removed by Resolution of the Executive Committee whenever in their judgment the best interests of this Corporation will be served. Such removal, however, will be without prejudice to any relevant contract rights of such Officer. If an Officer position becomes vacant before the Annual Meeting, a Special Membership Meeting shall be called to elect a successor to the position. The Officer so elected shall serve the remainder of the original term.

Proposal 2.5 Executive Committee

Modification of existing Bylaw #36

The Officers and Directors of this Corporation as designated in the bylaws shall constitute the Executive Committee. The Chairperson shall act as chairperson of the Executive Committee. A vote of a majority of the Executive Committee shall constitute a Resolution of the Executive Committee.

Proposal 2.6 Inspection of Books and Records

Modification of existing Bylaw #38

All books and records of this Corporation may be inspected by any Officer or Director for any purpose at any reasonable time on written demand. The Executive Committee shall periodically present a financial report to the Membership at a Membership meeting at the interval specified in the Standing Rules. The Executive Committee shall make available to the Membership the documents specified in the Standing Rules, excepting any information that would put the Corporation or any individual at risk of theft or fraud.

Proposal 2.7 Powers of the Executive Committee

The purpose of the following changes is to transfer the powers of the Board of Directors over to the Executive Committee.

Modification of existing Bylaw #9. Change “Board of Directors” to “Executive Committee”

Modification of existing Bylaw #12. Change 2nd and 3rd instances of “Board of Directors” to “Executive Committee”

Modification of existing Bylaw #29 (Chairperson). Change “board meetings” to “Executive Committee” meetings

Modification of existing Bylaw #29 (Secretary). Change “Board of Directors” to “Board of Directors and Executive Committee”

Modification of existing Bylaw #30. Change both instances of “Board of Directors” to “Executive Committee”

Modification of existing Bylaw #34. Change “Board of Directors” to “Executive Committee”

Modification of existing Bylaw #35. Change both instances of “Board of Directors” to “Executive Committee”

Modification of existing Bylaw #40. Change both instances of “Board of Directors” to “Executive Committee”

Modification of existing Bylaw #41. Change “Board of Directors” to “Executive Committee”

Modification of existing Bylaw #42. Change “Board of Directors” to “Executive Committee”

Proposal 3; (Tony, Josh, and Shawn)

Abstract

An executive committee consisting of the BoD and officers shall be created according to the bylaws. The committee shall have the following responsibilities/powers:

  1. The committee shall draft an annual budget accounting for all on-going operational expenses and expected facility maintenance in accord with existing contracts (lease, utility agreements). This budget shall not include discretionary expenditures such as equipment purchases, project funding, member stipends, nor improvements for the space.

    This budget shall be presented at the annual meeting for a ratification by the membership. If no budget is passed by a vote of the membership at the annual meeting; then the expenses defined in the draft budget shall be authorized as a continuing resolution until a budget can be passed in a monthly membership meeting which shall supersede it.

  2. Emergency funds of up to $500 may be authorized by a simple majority of the Executive committee without prior approval of the membership.

    These emergency funds are to be reserved for repairs, maintenance, or expenses required keep the Makerspace facility open and operating. No improvement of the space shall be drafted from emergency funds, nor shall Makerspace/member owned equipment repairs be funded this way.

    A report of emergency funds including receipts and a statement outlining how the funds qualify as an emergency must be presented to the membership within 5 business days.

All other expenses shall be decided by membership vote at a member meeting according to the By-laws and Standing rules.

Other changes:

  • Quorum = 40% of members (instead of ten members)
  • BoD terms = Two years (down from three), with a limit of two consecutive terms
  • Enshrines the offices of President, Treasurer, and Secretary in the by-laws with other officerships delegated to the Standing rules.
  • Removes most other special powers of the Executive Committee / BoD
  • Allows for inspection of books by members upon request

Changes required to the By-laws

All deletions from the existing by-laws are in strikethrough all additions are bold.

2: Rights of Members

Each member of the corporation shall be entitled to one vote on each matter submitted to a vote at a meeting of the members, except to the extent that the voting rights are limited or denied by the Articles of Incorporation. No member shall be entitled to any dividend or any part of the income of the corporation or to share in the distribution of the corporate assets upon dissolution.

3: How the Membership can Legally Act

The membership may act only at a properly called meeting of the membership where a quorum is present. At such a meeting, a vote of a majority of the members in attendance shall be an act of the membership. all issues of the corporation, except when otherwise specified in these bylaws, shall be decided by affirmative vote of more than 50% (one half) of the voting members present.

New Section: Limits of Membership Voting

A membership decision shall be binding for the corporation except in the specific case that a quorum of directors at a duly called board meeting votes in the affirmative that the membership decision unacceptably increases their personal liability as the legal actors of the corporation.

New Section: Regular Membership Meetings

Regular membership meetings shall be held monthly as specified in the Standing Rules

8: Quorum

The attendance of ten 40% of eligible voting members constitutes a quorum for the conducting of business at either an annual or a special meeting of the membership.

13: Terms and Election of Directors

Directors shall be elected by the members at the annual meeting of the membership. Directors shall serve terms of three two years unless re-elected to succeeding terms. There shall be staggered terms of office for directors so that one third half of the directorships shall be up for election each year (or if the number of directorships does not evenly divide by thirds two, the board is divided as close to thirds half as possible). Board members shall serve until their successors are chosen. Directors may serve no more than two consecutive terms, but may serve again after a break of a least one year

New Section: Role of the Board of Directors

The Board of Directors serves in an advisory capacity to the membership and has no special powers save those granted in these by-laws (as members of the executive committee and the liability veto) and those congruent with state law as the legal actors of the corporation.

19: Vacancies

Note from Shawn, this is already handled in a better way by by-law 16

Resignations of directors shall become effective immediately or on the date specified therein and vacancies will be deemed to exist as of such effective date. Any vacancies on the Board of Directors shall be filled by a majority vote of the remaining Directors, though less than a quorum, and such director so appointed shall serve for the remainder of the term of the directorship so vacated.

20: Place of Director’s Meetings

Meetings of the board of directors, regular or special, will be held at the primary place of business for this Corporation or at any other place within or without the State of Florida Brevard County, Florida as provided or such place or places as the board of directors may designate by resolution duly adopted.

28: Roster of Officers

The Board of Directors, by Resolution, may, from time to time, appoint such officers as it deems necessary or appropriate to perform designated duties and functions. At a minimum the Corporation shall have a Chairperson President, Treasurer and Secretary

New Section: President:

The Chairperson President shall preside at all board voting meetings, be responsible for preparing agendas for board all voting meetings (board or membership), and shall exercise parliamentary control in accordance with Roberts Rules of Order. The agenda prepared by the President will include all proposals requested by the membership since the previous voting meeting. Membership proposals will be posted to, and sourced by the president from a shared platform such as the Melbourne Makerspace Wiki.

29: Secretary

The Secretary will keep minutes of all voting meetings of the Board of Directors, will be the custodian of the corporate records, will give all notices as are required by law or these bylaws, and generally, will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws.

New Section: Treasurer

The The position of Treasurer will manage the financial affairs of the corporation in conjunction with the Board of Directors. In addition to maintaining the books for the corporation, the duties of the Treasurer include:

  • Preparing an income and expenses report for the monthly membership meeting and any other financial reporting required under the by-laws or standing rules

  • Overseeing the collection of dues and administering any consequences of non-payment of dues.

  • Collect and report donations to the shop via our donation boxes, in person donations, donations through paypal, donations through Square card reader, and any other means of donations along with the other financial reports.

  • Collecting and distributing any financial documents for disclosure as required under the by-laws.

  • Submitting required tax forms.

30: Designation of President

The Board of Directors The membership, in its discretion, may, by Resolution, designate other officers by defining their duties in the standing rules Such officers, if so designated, shall have such authority as may be granted from time to time by the board of directors.

31: Selection and Removal of Officers:

All officers are elected by the membership at the annual meeting and shall serve indefinite one-year terms. Resignation and filling of offices vacancies are to be handled in the same way as for directors As a general rule the Board of Directors shall review its officers once a year for the purposes of considering whether or not to keep or replace them (but this review, however, is not mandatory). An officer shall remain in office until his or her successor has been selected. Any officer elected or appointed to office may be removed by the Board of Directors whenever in their judgment the best interests of this Corporation will be served. Such removal, however, will be without prejudice to any relevant contract rights of such Officer. Officers may be removed from office by a 2/3 majority vote of the membership

35: Appointment of Committees

The Board of Directors may from time to time designate and appoint one or more standing committees as it sees fit. Such committees shall have and exercise such prescribed authority as is designated by the Board of Directors.

36: Executive Committee

The board of directors and officers of this Corporation as designated in the bylaws or standing rules (or, subsequently, by Resolution of the Board of Directors) shall constitute the executive committee. The board of directors may (if it so chooses) adopt a Resolution appointing other persons to serve on the Executive Committee. The President Chairperson shall act as chairperson of the executive committee. The Executive Committee may assist the Chairperson President in preparing agendas for upcoming meetings of the Board of Directors and shall have such other authority as may be given to it from time to time by Resolution of the Board of Directors.

New Section: Duties and Powers of the Executive Committee

The Executive committee must prepare and present an annual operating budget at the Annual meeting. This budget shall include the barest recurring operational expenses and all expenses required by outstanding legal commitments made by the corporation (leases, contracts, &c). This budget must be presented to the membership for amendment and ratification vote.

Should a budget not pass at the annual meeting; the expenditures in the Executive Committee prepared budget shall be authorized until such time that a membership approved budget is passed at a membership meeting.

The executive committee may also authorize emergency spending of up to $500 without prior approval of the membership. Notice of the expense, including receipts and a statement of existential threat to facility or continued operation must be provided to the membership within 5 business days. No improvement of the space shall be drafted from emergency funds, nor shall Makerspace/member owned equipment repairs be funded this way.

38: Inspection of Books and Records

All books and records of this Corporation may be inspected by any Director member for any purpose at any reasonable time on written demand. The request must be honored within 10 business days.

41:

The Board of Directors may adopt Articles of Amendment (amending the Articles of Incorporation). Articles of Amendment must be adopted in accordance with Florida Law. The bylaws may be amended at anytime an annual of special membership meeting by a vote of the majority of directors members at a meeting where a quorum is present.