Difference between revisions of "Bylaws"

(a) Through talks, classes, workshops, collaborative projects, and other activities, to encourage research, knowledge exchange, learning, and mentoring in a safe, clean space.

(b) Provide educational spaces for teaching practical skills and theory of science, technology, engineering, and art.

(c) Provide work space, storage, and other resources for projects related to engineering, art, science, and technology that will benefit the individual members' personal growth in their fields of interest, encouraging the individual members to share their projects and knowledge for the betterment of society through art, engineering, science and technology.

(d) To create, learn, and teach, individually and as a group, inviting members of the community in the Oakland area and the world.

(e) To develop, support the development of, and provide resources for the development of free and open source software and hardware for the benefit of society.

(f) Collaboration across disciplines for the benefit of cultural, charitable, and scientific causes.

(g) To foster, by all legal means, the common purposes of its participants.

(h) To conduct or engage in all lawful activities in furtherance of the stated purposes or those incidental to them.

(i) To educate the public on subjects useful to the individual and beneficial to the community regarding scientific, technical, engineering and artistic skills through individual projects and social collaboration.

(j) To provide relief of the poor, distressed or underprivileged.

(k) To promote social welfare in order to (i) to lessen neighborhood tensions; (ii) to eliminate prejudice and discrimination; (iii) to defend human and civil rights secured by law; and (iv) to combat community deterioration.

(i) Value open, public discourses over closed, proprietary processes.

(ii) Value access and transparency over exclusivity.

(iii) Value solving real problems over hypotheticals, while respecting visions of the future.

(iv) Value community and collaboration over isolation and competition.

(v) Value human judgment over automation and efficiency.

(vi) Value do-ocracy over bureaucracy.

(vii) Value safe space over ideology.

(a)  Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;

(b)  Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and the compensation, if any, of all officers, agents and employees of the corporation;

(c)  Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;

(d)  Meet at such times and places as required by these Bylaws;

(e)  Register their addresses and email addresses with the Secretary of the corporation and notices of meetings emailed to them at such addresses shall be valid notices thereof.

 

(a) An annual meeting shall be conducted every year on a date and time designated by the Board of Directors.   

(b) Regular meetings shall be held on a schedule set from time to time by a resolution of the Board of Directors.   

(a) Any director may resign from the board effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without any directors in charge of its affairs, except upon notice to the Attorney General.

(b) Any Director may be removed without cause by a vote of the Members of the corporation taken at any Regular or Special Meeting of the Members, provided that the Corporation still has at least one (1) director following such removal.  

(c) Vacancies of any Director shall be filled by the Members at the first Regular or Special Meeting of the Members after the vacancy occurs, whichever shall occur first.

(d) A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from of

(a) Regular and special meetings of the Board shall be open to all Members of the Corporation.  The Board shall allow any Member to speak at any meeting of the Board except meetings held in executive session or those portions of a meeting held in executive session.  The Board may adjourn a meeting and reconvene in executive session to discuss and vote on personnel matters, litigation in which the Corporation is or may become involved, or matters relating to the formation of contracts with third parties.  The nature of any and all business to be discussed in executive session shall first be announced in open session.

(b) Minutes of all meetings of the Board, except executive sessions, as well as any action by unanimous written consent, shall be made available to Members within five (5) days of the meeting or action by unanimous written consent.   

(a)  The filling of vacancies on the board or on any committee which has the authority of the board.  

(b)  The fixing of compensation of the directors for serving on the board or on any committee.

(c)  The amendment or repeal of Bylaws or the adoption of new Bylaws.

(d)  The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable.

(e)  The appointment of committees of the board or the members thereof.

(f)  The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.

(g)  The approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided the California Nonprofit Public Benefit Corporation Law.

(a) No director of officer of this Corporation, nor any other corporation, firm, association or other entity in which one or more of this Corporation’s directors or officers are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with this Corporation, including but not limited to employment contracts or leases, unless (i) the material facts regarding such Director’s or officer’s financial interest in such contract or transaction and/or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and are noted in the minutes, or are known to all members of the Board prior to consideration by the board of such contract or transaction; (ii) such contract or transaction is authorized in good faith by a majority of the board by a vote sufficient for that purpose without counting the vote or votes of such interested director(s); (iii) prior to authorizing or approving the transaction, the board considers and in good faith determines after reasonable investigation under the circumstances that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (iv) this Corporation enters into the transaction for its own benefit, and the transaction is fair and reasonable to this Corporation at the time the transaction is entered into.

(b) The provisions of this section do not apply to a transaction which is part of the ordinary program of the Corporation if it: (i) is approved or authorized by the corporation in good faith without unjustified favoritism; and (ii) results in a benefit to one or more directors or officers or their families because they are in the class of persons intended to be benefited by the ordinary program of this Corporation.

(a) Minutes of all meetings of directors, committees of the board and of all meetings of the members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(c) A record of its members indicating their names and email addresses and, if applicable, the class of membership held by each member and the termination date of any membership;

(d)  A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the corporation at all reasonable times during office hours.

(a) To inspect and copy the record of all members' names, email addresses and voting rights, at reasonable times.

(b) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board for a purpose reasonably related to such person's interests as a member.

(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;

(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;

(c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year;

(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year;

(e) Any information required by Section 7 of this Article.

(a) Any transaction in which the corporation, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest:

(1) Any director or officer of the corporation, or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or

(2) Any holder of more than ten percent (10%) of the voting power of the corporation, its parent or its subsidiary.

The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than TEN THOUSAND DOLLARS ($10,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than TEN THOUSAND DOLLARS ($10,000).  Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than FIVE THOUSAND DOLLARS ($5,000) paid during the previous fiscal year to any director or officer.

==ARTICLE 10

AMENDMENT OF BYLAWS

(a) The applicant indicating that the applicant agrees to support and promote the charitable purposes of the Corporation.

(b) Approval of the Board of Directors of the Corporation upon payment of such dues and fees as the board may fix from time to time, if any.  

(a) Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board of Directors.

(b) The Member's failure to pay dues, fees, or assessments as set by the Board of Directors within 30 days after they are due and payable.

(c) A vote of the Board of Directors to terminate the Member on the good faith determination by the Board of Directors, or a committee or person authorized by the Board of Directors to make such a determination, that the Member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the corporation's purposes and interests.  Prior to termination, the Member to be terminated shall be given 15 days’ prior notice of the termination and the reasons therefor.  Said notice shall be provided personally, by email or in any other method reasonably calculated to provide actual notice. The member shall have an opportunity to be heard, orally or in writing, not less than five days before the effective date of the termination by the Board of Directors, which shall may decide that the proposed termination not take place.   

(d) Upon the voluntarily resignation or death of a Member.

(a) The Members shall meet annually on a date designated by the Board of Directors, or, alternatively the Board of Directors may hold the annual meeting by written ballot.   

(b) Regular meetings of the Members shall be held on a schedule set from time to time by a resolution of the Board of Directors.

(a) Time of Notice. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the Secretary of the corporation not less than ten (10) nor more than ninety (90) days before the date of the meeting to each member who, on the record date for the notice of the meeting, is entitled to vote thereat.

(b) Manner of Giving Notice. Notice of a members' meeting or any report shall be given either personally or by electronic transmission by the corporation or other means of written communication, addressed to the member at the email address of such member appearing on the books of the corporation or given by the member to the corporation for the purpose of notice.  Notice given by electronic transmission by the corporation shall be valid only if it complies with Corporations Code Section 20.

(c) Contents of Notice. Notice of a membership meeting shall state the place, date, and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of a regular meeting, those matters which the Board, at the time notice is given, intends to present for action by the members. Subject to any provision to the contrary contained in these Bylaws, however, any proper matter may be presented at a regular meeting for such action. The notice of any meeting of members at which directors are to be elected shall include the names of all those who are nominees at the time notice is given to members.

(d) Notice of Meetings Called by Members. If a special meeting is called by members as authorized by these Bylaws, the request for the meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by email to the President or Secretary of the corporation. The officer receiving the request shall promptly cause notice to be given to the members entitled to vote that a meeting will be held, stating the date of the meeting. The date for such meeting shall be fixed by the Board and shall not be less than thirty-five (35) nor more than ninety (90) days after the receipt of the request for the meeting by the officer. If the notice is not given within twenty (20) days after the receipt of the request, persons calling the meeting may give the notice themselves.

(e) Waiver of Notice of Meetings. The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting of members, except that if action is taken or proposed to be taken for approval of any of the matters specified in subparagraph (f) of this section, the waiver of notice or consent shall state the general nature of the proposal.

(f) Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice:

1. Removal of directors without cause;

2. Filling of vacancies on the Board by members;

3. Amending the Articles of Incorporation; and

4. An election to voluntarily wind up and dissolve the corporation.

(a) Each Member who is in good standing as of the date of a vote is entitled to one vote on each matter submitted to a vote by the members.  

(b) A Member shall be in good standing if a Member is current in all of said Member's payments to the Corporation, if any.

(a) Meetings of members shall be presided over by a facilitator chosen by a majority of the voting members. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in their absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

(b) The facilitator of any meeting of members may, and on the request of any member shall, appoint inspectors of election at any meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more members, the majority of members represented shall determine whether one or three inspectors are to be appointed.  The inspectors of election shall determine the number of memberships outstanding and the voting power of each, the number represented at the meeting, the existence of a quorum, receive votes or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the result and do such acts as may be proper to conduct the election or vote with fairness to all members. The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all.  

(a) Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to every member entitled to vote on the matter. The ballot and any related material may be sent by electronic transmission and responses may be returned to the corporation by electronic transmission. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the corporation.

(b) Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

(c) Ballots shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. Ballots must specify the time by which the ballot must be received in order to be counted.

(d) A written ballot may not be revoked.