By-Laws of The Red Mountain Makers
ARTICLE I — NAME AND PURPOSE
Name: The name of the organization shall be Red Mountain Makers. It shall be a nonprofit organization incorporated under the laws of the State of Alabama under section 501(c)3.
Purpose: Red Mountain Makers’ specific and primary purpose is to engage in scientific and artistic research as well as charitable educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code, including but not limited to: (a) To provide work space, storage, and other resources for projects related to technology and artistic expression; (b) Through talks, workshops, collaborative projects, and other activities, to encourage research, knowledge exchange, learning, and mentoring in a safe, clean space; (c) To develop, support the development of, and provide resources for the development of free and open source software and hardware.
Intellectual Property: As previously stated in the purpose of the organization, Red Mountain Makers is committed to the development of open source projects. Therefore projects created by the group designated as Red Mountain Maker projects shall be open source for the purposes of determining property rights. Any project that is designated to be an individual member’s project and created within a designated space procured by the group is subject to the group’s decision and standing rules created for the administration of property rights. Any project belonging solely to an individual member and created outside of any space procured by the group is subject to the owning member’s property rights and in no way belongs to the group unless said member deems to donate or sell the property to the group.
ARTICLE II — MEMBERSHIP
Eligibility for membership: Membership is granted after completion and receipt of a membership application and the first month’s dues. All memberships shall be granted upon a majority vote of the board.
Monthly dues: The amount required for monthly dues shall be determined yearly by a majority vote of the board of directors. Continued membership is contingent upon being up-to-date on membership dues.
Rights and responsibilities
Rights and responsibilities of members: In order to be a Full Member, a person must support the purpose and specific goals of the organization and must pay the monthly membership fee as determined by the board of directors. A member must also provide an electronic mail address for receiving official notice of members’ meetings.
Full Members have the following privileges:
- A key or other method of entry to the physical workspace
- Full access to the physical workspace
- Eligibility to put forth any issue before the board of directors
- Eligibility to vote on any issue put before the membership
- Eligibility to vote for officers and directors
Full Members must also fulfill the following responsibilities:
- A member must thoughtfully contribute to Red Mountain Makers’s direction and policies.
- A member must pay the monthly fee as determined by the board of directors.
- At the time a member's eligibility expires, he must forfeit his or her method of entry in addition to any other property owned by Red Mountain Makers to a member of the board of directors or an agent designated by the board of directors for this purpose.
Resignation and termination
Resignation and termination: Any member may resign by filing a written resignation with the Secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership.
Non-voting membership: The board shall have the authority to establish and define non-voting categories of membership.
Standing Rules and Adherence to Bylaws
Standing Rules and Adherence to Bylaws: Standing rules to establish the guidelines of the organization shall be enacted by the organization as a supplement to the regulations laid out in these bylaws. All members are required to adhere to these rules and to the bylaws as they constitute a means for properly administrating our organization. These bylaws constitute binding regulations superseding any standing rules should they come into direct conflict with these bylaws unless these bylaws have been amended to accommodate these standing rules.
ARTICLE III — MEETINGS
Regular meetings: Regular meetings of the members shall be held monthly, at a time and place designated by the majority of the members
Bi-annual meetings: Bi-annual meetings of the members shall take place in the months of March and September, the specific date, time and location of which will be designated by the majority of the members. At the bi-annual meetings the members shall elect officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.
Special meetings: Special meetings may be called by a simple majority of the board of directors. A petition signed by five percent of voting members may also call a special meeting.
Notice of meetings
Notice of meetings: Notice of each meeting shall be provided to each voting member no less than 1 week prior to the meeting.
Quorum: The members present at any properly announced meeting shall constitute a quorum.
Voting: Any issue not specifically assigned to the discretion of the board of directors, by these bylaws, shall be subject to a vote of the Full Members. Issues subject to a Vote of the Board include, but are in no way limited to, votes on issues of project funding, equipment and resource acquisition, and amendment of these bylaws.
Submitting an Issue for Vote
Submitting an Issue for Vote: Any Full Member may submit an issue for vote by the membership, unless the issue is specifically enumerated in the bylaws as something subject to vote by the board of directors. To be properly submitted for a vote, the member must submit a written statement of the issue to be voted on to the board of directors at least seven days before the meeting at which the issue shall be voted on. An e-mailed statement of the issue shall be considered submission in writing for the purpose of this rule.
Notice: Notice of all issues properly submitted for vote by the membership shall be given to all members no later than 5 days before the meeting at which they will be voted on. Notice shall be sent electronically, to the e-mail address that members have provided to the corporation. Notice of all issues to be voted on shall be consolidated with the notice of the member meeting at which the issues will be voted on. The Board of Directors is responsible for sending out the notice of the meeting, with the agenda of timely submitted issues to be considered.
Voting By Proxy
Voting By Proxy: Members may vote by proxy. To vote on a matter by proxy, a member must provide written or e-mailed notice to the board of directors at least 24 hours before the membership meeting where the vote is scheduled to take place. The notice must state the member's intention that he shall vote by proxy, state which issues he intends to vote on by proxy, and state how he intends to vote on each issue. Proper proxy statements shall count as attendance at the meeting for the purposes of calculating the quorum. All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
Attendance by Electronic Communication: Attendance may be by electronic communication included but not limited to: IRC, Voice Conferencing, or Video Conferencing.
ARTICLE IV — BOARD OF DIRECTORS
Board role, size, liability, and compensation
Board role, size, liability, and compensation: The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the staff and committees. The board shall have no fewer than 7 members. The board will receive no compensation. The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
Indemnification by Corporation of Directors and Officers
Indemnification by Corporation of Directors and Officers: The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state and where the board of directors deems indemnification is reasonable.
Insurance For Corporate Agents
Insurance For Corporate Agents: Except as may be otherwise provided under provisions of law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law.
Terms: All board members shall serve one-year terms, but are eligible for re-election for up to three consecutive terms.
Meetings and notice
Meetings and notice: The board shall meet at least monthly, at an agreed upon time and place. An official board meeting requires that each board member have notice at least one week in advance.
Nominations of board members
Nominations of board members: Any full member has the right to nominate a person for office. A full member has the right to nominate himself. Only the nominated candidate may un-nominate himself. If only one person is timely nominated to run for an office and accepts such nomination, he shall run unopposed. If no person is timely nominated to run for an office and accepts such nomination, nominations for that position may be made at the annual meeting, in person, before the vote. If nobody is nominated in this way, the person holding the office may choose to continue in his position, or choose to appoint his successor. All nominations for officer positions are due one week before the annual meeting. Nominations must be seconded at the meeting before becoming eligible for vote.
Board elections: Board members shall be elected or re-elected by the voting members at two annual meetings by a simple majority of members present at the annual meeting. Board Positions are as follows:
- 1: Chair
- 2: Vice-Chair
- 3: Secretary
- 4: Treasurer
- 5: Board Member-at-Large
- 6: Board Member-at-Large
- 7: Board Member-at-Large
Each position is elected for a one-year term at a membership meeting. Board positions #1, #2 and #5 will be elected in January and board positions #3, #4, #6 and #7 will be elected in July. At the initial election of the board, elections will be held during any meeting of the membership to elect a board member for a partial term until the next election of that board position. A partial term of greater than 6 months will count as a full year term toward term limits. A partial term of less than 6 months will not count toward term limits.
Officers and Duties
Officers and Duties: There shall be four officers of the board, consisting of a Chair, Vice-Chair, Secretary and Treasurer. Their duties are as follows:
The Chair shall be the chief executive Officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the Officers including the enforcement of these bylaws and any standing rules unless designated to another official by the board of directors. Except as otherwise expressly provided by law, by the articles of incorporation or by these bylaws, the Chair 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 board of directors. The chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: Vice-Chair, Secretary, Treasurer.
The Vice-Chair If the Chair is absent, the Vice-Chair shall perform all duties of the Chair. The Vice-Chair shall chair committees on special subjects as designated by the board.
The secretary shall keep a book of minutes of all meetings, proceedings, and actions of the board, of committees of the board, and of members' meetings. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was annual, general, or special; the notice given; the names of persons present at board, committee, regular, and special meetings. The Secretary shall send out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained. The Secretary shall keep a record of the corporation's members, showing each member's name, address, and class of membership. The secretary shall keep a copy of the articles of incorporation and bylaws, as amended to date.
The Treasurer shall be responsible for monitoring all financial assets. This includes but is not restricted to the collection of membership dues from members, the payment of rent and utilities for any space leased by Red Mountain Makers, filing taxes, the disbursement and reimbursement of funds authorized to be spent under the procedures detailed in these bylaw. The Treasurer shall make a report at each board meeting. The Treasurer shall make a report to full membership at a quarterly meeting The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.
Vacancies: In the event of the resignation of a board member, and at the initial election of the board, elections will be held during any meeting of the membership to elect a board member for a partial term until the next election of that board position. A partial term of greater than 6 months will count as a full year term toward term limits. A partial term of less than 6 months will not count toward term limits. The secretary must receive nominations for new board members from full members one week in advance of the member meeting. Notice of nominations shall be consolidated with the notice of the member meeting at which the issue will be voted on.
Board Members at Large
Board Members at Large: Members-at-Large must fulfill the following responsibilities:
• Serve as membership representatives and communicate their issues, needs, and interests to the Board of Directors. • Serve as the Chairs of ad hoc exploratory and operation committees • Hold meetings with their committees and make periodic reports to the board as a whole regarding their work
Resignation, termination, and absences
Resignation, termination, and absences: Resignation from the board must be in writing and received by the Secretary. A board member may be terminated from the board due to excess absences: more than four unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Special meetings of the Board
Special meetings of the Board: Special meetings of the board shall be called upon by the Chair, or one-third of the board. Notice of special meetings shall be sent out by the secretary to each board member at least one week in advance.
ARTICLE V — COMMITTEES
Committee formation: The board may create committees as needed by a simple majority vote of the board such as fundraising, housing, public relations, data collection, etc.
Executive Committee: The four officers serve as the members of the Executive Committee. The Executive Committee shall have all the responsibilities of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Finance Committee: The treasurer is the chair of the Finance Committee, which includes at least 2 other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.
ARTICLE VI — CONFLICT OF INTEREST
Conflict of Interest
Conflict of Interest: Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.
ARTICLE VII — DISSOLUTION
Dissolution: If Red Mountain Makers is forced to dissolve due to unfortunate circumstances, court order, or planned dissolution, the remaining assets and funds of Red Mountain Makers will be dispersed to a 501(c3) organization with similar purpose as determined by the board of directors.
ARTICLE VIII — AMENDMENTS
Amendments: These bylaws may be amended when necessary by a two-thirds majority vote of the board of directors and ratification by a simple majority of the membership. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.
These bylaws were approved at a meeting of the membership by a simple majority vote on ______________.
______________________________________________________________ Secretary Date