Bylaws for the Ithaca Makerspace Inc.
(Adopted November 1, 2012)
A New York State Non-Profit Corporation
Article I: Name and Purpose
Section 1. Name
The full legal name of the organization shall be “Ithaca Makerspace Inc.” herein also referred to as “The Organization.”
Section 2. Purpose
The Corporation serves technical, scientific and craft minded people in Central NY. Our specific purposes are:
1. By offering classes, workshops, and presentations for the general public, we plan to support education on topics related to technology, science, and the arts.
2. By providing a collaborative work-space, equipment, training, and other resources to interested members of the public, we plan to promote scientific, technological, and artistic innovation and exploration.
3. Through collaboration and outreach with local institutions, we plan to promote interest in, and education about, the creative uses of technology.
4. Through education and research, we plan to encourage the environmentally responsible use, reuse, and repair of technology.
Article II: Members
Section 1. Qualification
Subject to the policies of the Membership Committee, anyone who supports the purposes of the organization may be a member.
Section 2. Initiation of Membership
A prospective member must submit to the Secretary of the organization or their delegate a registration form as determined by the Membership Committee but requiring at least their name, address (or equivalent contact info), including the signatures of two existing members as sponsors, and the initial fee(s) as set out in the Schedule of Fees.
Section 3. Membership in Good Standing
A member who has paid their membership fee is considered to be in good standing. The Secretary or their delegate will maintain a list of members in good standing. Where not specified, “the Membership” means the Membership in good standing.
Section 4. Termination of Membership
A member in good standing may resign at any point by submitting written notification to any Board member.
The Board of Directors may, with a three fourths vote, terminate an individual’s membership for cause, such as but not limited to: violation of the Code of Conduct; illegal, negligent or disruptive behavior; chronic failure to make good on their responsibilities. Such terminations shall be effective until either approved or overturned by a meeting of the Membership.
Section 5. Responsibilities
Members have the responsibility to pay a membership fee as laid out in the Schedule of Fees. Failing to pay a fee automatically revokes membership. If the fee is paid prior to the expiration of a grace period, there will be no lapse in membership. Members also have the responsibility to abide by the policies and Code of Conduct of the organization.
Section 6. Rights
Membership in good standing confers the right to attend, speak and vote at any meeting of the Membership as well as the right to be nominated for election to the board of directors, except where those rights have been limited or revoked under these bylaws or applicable law.
Section 7. Meetings
There shall be an Annual General Membership meeting in the month of September. Written notice of the specific, date, time and location shall be provided to the Membership at least one month in advance of the annual meeting. Members shall be entitled to bring a squeaky toy to the annual meeting. They may squeak it a maximum of one time at any point during the meeting. Additional regular or special membership meetings may be set by the Membership, Board of Directors or a petition from a number of members sufficient for quorum. Except in cases of emergency, notice of such additional meetings shall be provided at least one week in advance.
Section 8. Quorum
The square root of the number of Members in good standing, rounded up to a whole number, or 5, whichever is larger, shall constitute a quorum for a membership meeting. If there are fewer than 5 members in good standing, then the entire Membership shall constitute a quorum.
Section 9. Voting
Members must be present to vote, and proxies are not accepted. A member who is unable to be present for medical reasons may submit a request to any board member to participate using a method as laid out in Article III section 12.
Section 10. Honorary Members
The Membership shall have the ability to grant honorary memberships by nomination, a second and then a 2/3 majority vote. An honorary member shall have none of the obligations of membership in the organization, but shall be entitled to all of the privileges except those of making motions, of voting, of holding office or any that require additional fees or training without first satisfying those requirements.
Section 11. Payment of Membership Fees
Membership fees shall be specified in the Schedule of Fees, and are due as stipulated in that document. Members may pay in advance, at the rate in effect when they submit payment, but will not be provided a refund of said fees for any reason except at the discretion of the Board.
Article III: Board of Directors
Section 1. General Powers
The Board of Directors shall manage the affairs of the organization, subject to the direction and approval of the Membership.
Section 2. Qualification
Members of the Board of Directors must be at least 18 years of age and current Members in good standing of the Organization.
Section 3. Number and Tenure
The board shall have up to 11, but no fewer than 3 members. The term of office for a member of the Board of Directors is one year, ending at the Annual General Membership meeting or, if their continued service is required to satisfy these bylaws or applicable law, until a successor is elected. No member shall serve on the Board for more than 4 consecutive terms but may serve again after a hiatus of at least one year.
Section 4. Nomination and Election
Directors shall be elected at the annual General Membership Meeting. A period of open nomination for directors shall be held immediately before the election.
Members may nominate themselves or each other for election to the Board. A member nominated by someone else must accept the nomination in order to be considered. A member who nominates themselves must be seconded by another member.
If a member cannot attend the General Membership Meeting, that member may give prior written notice to the Board of Directors or the Officers of any nominations they wish to make, or of their willingness to accept a nomination.
Should it become necessary to fill a Director or Officer position mid-term, the Board may do so by an affirmative two-thirds vote. Empty seats on the Board may be filled mid-year by an election held at a meeting of the Membership for which notice of such purpose has been given at least two weeks in advance.
Directors shall be elected by the method set forth in Article VI Section 10, with all directors being voted on at once.
Section 5. Resignation
A Director may resign at any time by submitting a letter of resignation to the President of the Board. Such resignation does not need to be accepted in order to take effect and shall do so at the time specified within or if none is specified, upon receipt. Regardless such a resignation shall not necessarily relieve the director of such obligations and duties as they may already have accrued.
Section 6. Removal
A director may be removed by a three fourth vote of the total Board or Membership if it is deemed in the best interest of the organization to do so.
If removed from directorship, a member is ineligible for nomination for two years. If they are removed a second time the member is no longer eligible for nomination unless eligibility is reinstated by an affirmative 2/3 vote of the entire Membership.
Section 7. Meetings
The Board shall hold regular meetings at least quarterly. Written notice of the specific, date, time and location shall be provided to the Directors at least two weeks in advance of such a meeting.
Section 8. Special Meetings
The President, any two Officers or 1/3 of the Board may call a special meeting of the Board.
Section 9. Quorum
At a Board of Directors meeting a majority of the Board shall constitute a quorum.
Section 10. Guest Attendance
Guests may attend at the discretion of the Board.
Section 11. Manner of Acting
The act of the majority of Directors at a meeting at which there is a quorum shall be the act of the Board of Directors unless these bylaws, another document of the organization or applicable law requires a greater number.
Section 12. Remote Participation
Directors may remotely participate in meetings by any real-time interactive medium by which their identity can reasonably be assured. Such participation shall be considered equivalent to being physically present.
Section 13. Acting Without a Meeting
Board members must unanimously consent in writing to act without a meeting.
Section 14. Compensation
Board Members receive no compensation other than reimbursement for reasonable expenses. In cases where a member would ordinarily receive compensation for an activity a Board member may receive similar compensation with the approval by the Membership.
Section 15. Limitations on Board Powers
The Board of Directors may not, without prior authorization by the Membership at a Membership Meeting,
1. Purchase real estate.
2. Lease real estate for a term longer than one year.
3. Enter into contracts or make purchases over $5000 in value, excepting those for real estate.
4. Create a new paid position.
The Board may make emergency expenditures otherwise requiring Membership approval, but must call a Membership Meeting to seek approval for those expenditures as soon as possible afterwards. If the Membership rejects the expenditures, the board shall attempt to reverse the action. If that is not possible those Directors having registered an affirmative vote shall tender their resignation.
Article IV: Officers
Section 1. Officers
The Officers of the Board shall consist of a President, a Treasurer, a Secretary, and others as deemed necessary by the Board. There will be no automatic succession of Officer positions.
A member who is elected to an Officer position is also automatically a Director but may resign or be removed from either position separately by the method(s) designated in these bylaws. Officers may attend, make motions, and vote at Board of Directors meetings, but Officers who are not also Directors do not count towards a Quorum of the Board of Directors or the 3 – 11 limit.
Section 2. Election
Officers shall be elected at the annual General Membership Meeting.
Officers shall be elected sequentially, in order of President, Vice President (should one exist), Treasurer, Secretary, and then any other offices deemed necessary by the board, preceding the election of Directors.
The method laid out in Art III Sec 4 to elect the Board of Directors shall be used to elect Officers. If there is a single candidate for an office, the candidate may be elected without objection.
The President-Elect may not be nominated for any other office.
An Officer-Elect (other than the President-Elect) may not be nominated for any other office, unless there are no other nominations for that office.
Section 3. Term of Office
Officers of the board shall serve a term of two years or until their successor is elected, if they are also a member of the Board of Directors this extends the term of their directorship to the same period.
Section 4. Removal & Resignation
The terms laid out in Article III, Sections 5 and 6 shall govern the removal or resignation of an Officer. Removal of an Officer position also constitutes removal from the Board. However, an Officer may resign from their Office or Directorship independently or simultaneously.
Section 5. President
The President shall be the principle executive officer of the Organization subject to the direction of the Board and Membership.The President is an ex officio member of all committees.
In the absence, inability or refusal of the President to act the Vice President, should one exist, shall perform the duties of President and in so doing will have the powers of and be subject to the restrictions on the office of President.
Section 6. Treasurer
The Treasurer shall be the principle financial officer of the organization and shall manage the accounts. If required and specified by the board they shall give a bond, for the faithful discharge of their duties. Payment of such bond shall be an expense of the Organization.
Section 7. Secretary
The Secretary shall perform such duties as are required by their Office as defined by applicable law, these bylaws as well as any additional duties that may be assigned by the President or Board of Directors.
Article V: Committees
Section 1. Committees
The Board may designate such committees as it deems necessary. They shall consist of individuals approved by the Board of Directors and including at least one Director and one other person. Committees can be empowered to act with the authority of the Board, subject to its approval.
Section 2. Standing Committees
The following will be standing committees: A Finance Committee for the purpose of fiscal oversight, which shall meet at least quarterly; a Membership Committee for the purpose of producing and maintaining membership forms and policies and setting fees related to membership, which shall meet as needed; an Equipment Committee for the purpose of setting and reviewing the policies and requirements related to equipment and its use, which shall meet at least quarterly.
Section 3. Advisory Committees
Committees not empowered to act with the authority of the Board may be formed for the purposes of gathering such information and engaging in such activities as the Board deems necessary.
Article VI: Other Provisions
Section 1. Contracts
All contracts must be approved by the Board of Directors.
The Board of Directors may authorize any Officer or agent(s) of the corporation, in addition to the Officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
Section 2. Financial Instruments, Deposits, Gifts
All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Organization, shall be signed by such Officer or agent of the Organization and in such manner as shall from time to time be determined by resolution of the Board of Directors.
All funds and contributions to the Organization shall be deposited on a regular basis to the credit of the Organization in such banks, trust companies, credit unions, or other depositories as the Officers may select.
The Board of Directors may accept or decline on behalf of the Organization any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Organization.
Section 3. Prohibited Loans to Members, Directors and Officers
This Organization shall make no loan of money to any Member, Director or Officer, except for the advancement of expenses that may be incurred in furtherance of the purposes of the Organization and in the ordinary course of its affairs. Non-monetary loans such as tools or educational/reference materials, may be made at the discretion of and according to the policies set by the Board or the respective committee.
Section 4. Indemnification of Directors, Officers, and Other Agents
The Organization shall have the power to indemnify every Director, Officer, employee, or other agent of the Organization under the circumstances and conditions of the New York State Non-Profit Corporation Act against all expenses and liability, including counsel fees reasonably incurred by or imposed upon such person in connection with any action by a Director, Officer, employee, or agent of the corporation, or any settlement thereof, whether or not they are a Director, Officer, employee, or agent at the time such expenses are incurred, except in such cases wherein the Director, Officer, employee, or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his or her duties. In the event of a settlement, the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being in the best interests of the corporation. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such person may be entitled.
The corporation shall have the power to purchase insurance for any or all of its Directors, Officers, employees, or agents against any liability asserted against or incurred by such person in such capacity or arising out of the Director’s, Officer’s, employee’s, or agent’s status as such, and such insurance may extend beyond the person’s rights hereunder.
The corporation shall purchase and maintain a Comprehensive General Liability Insurance policy to protect and indemnify Directors and Officers of the corporation from legal recourse in the conduct of the affairs of the corporation.
Section 5. Intellectual Property & Tangible Products
The Organization makes no claim and reserves no rights to any of the work product of its members. Any work remains the sole property of those members who contributed to it. In cases of collaboration it is the responsibility of the parties involved to determine how rights and ownership are apportioned.
An exception shall be made for tangible property left idle in a space operated under the authority of The Organization. Such property shall be considered to belong to the Organization.
Section 6. Waiver of Notice
Wherever notice shall be required, a written waiver thereof signed by the entity entitled to such notice shall be considered equivalent to such notice whether provided before or after the date required.
Section 7. Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Organization in all cases in which they are applicable and in which they are not inconsistent with the standing rules of the organization, these bylaws, the certificate of incorporation, and existing law.
Section 8. Books and Records
The Treasurer shall maintain financial records in accordance with Generally Accepted Accounting Principles.
Section 9. Fiscal Year
The fiscal year shall be January 1 through December 31.
Section 10. Voting Method for Ballot Voting
Whenever the rules of this organization require voting by ballot, this procedure shall be followed.
Ballots shall be created including all options to be selected from and, if not already included, a “No Winner” option.
Upon ballot distribution, eligible voters shall be instructed:
1. Mark their preferred option with a “1″, their next preferred option “2″, and so forth.
2. Unmarked options will be treated as less preferred to any marked option.
3. Options with identical markings will be treated as not expressing a preference among those options, but maintain their indicated preferences relative to other options.
4. Voters shall also be informed as to the number of winners that will be selected by the ballot.
Once all ballots are marked and collected, a winner shall be selected via the method described in the paper “A New Monotonic and Clone-Independent Single-Winner Election Method” by Markus Schulze.
1. From all the ballots, select one ballot at random, and mark down the options in the order preferred on that ballot.If there are options with equal preference, use successive random ballots to distinguish between those options until an unambiguous ranking of options exists. This ranking shall be the Tie-Breaking Order.
2. Create a table d[A,B], where the rows and columns represent options, and the entry d[x,y] is filled with the number of ballots expressing a preference for option x over option y.
3. A path from option A to option B is an ordered set of options O1,…,On with O1 = A and On = B. The strength of the path O1,…,On is the smallest margin of victory d(On,On+1)-d(On+1,On) on the path. Note that the strength of a path can be non-positive.
4. Create a table p[A,B], where the rows and columns represent options, and the entry p[x,y] is filled with the strength of the strongest path from option x to option y.
5. An option W is a “potential winner” if and only if p[W,A] >= p[A,W] for every other option A.
6. The highest-ranked potential winner W, as determined by the Tie-Breaking Order, is the winner of this round. The row and column for option W shall be considered deleted from the table p[A,B] in successive rounds.
7. If there are more options to be chosen by this vote, and “No Winner” has not been chosen, repeat steps (e)-(g) to choose more options.
Article VII: Amendment of Bylaws
These bylaws may be amended at any meeting of the membership for which notice including the full text of the amendment(s) has been provided to the membership at least two weeks in advance of said meeting. No vote to adopt amendments can occur at the same meeting at which they were proposed or altered. Amendments must be approved by a two-thirds majority of those Members in good standing participating in the vote.