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(Created page with "So far this is a direct copy of the Noisebridge bylaws. The below has been transcribed from the above PDF using OCR software and then manually formatted. Minor corrections ...") |
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This has been copied mostly from noisebridge's articles of incorporation, in part from sudo room articles of association and in part from counter culture lab's articles of incorporation. The California Code for corporations (referred to throughout this document) is available [http://www.leginfo.ca.gov/cgi-bin/calawquery?codesection=corp here]. | |||
BYLAWS OF SUDO ROOM | |||
BYLAWS OF | |||
A California Nonprofit Public Benefit Corporation | A California Nonprofit Public Benefit Corporation | ||
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=Article 2. Principal Office of the Corporation= | =Article 2. Principal Office of the Corporation= | ||
The principal office for the transaction of the activities and affairs of this corporation is located at | The principal office for the transaction of the activities and affairs of this corporation is located at 2141 Broadway Street, Oakland, California. The board of directors may change the location of the principal office. Any such change of location must be noted by the secretary on these bylaws opposite this Section; alternatively, this Section maybe amended to state the new location. | ||
<pre> | |||
Address: Date: | |||
Address: Date: | |||
Address: Date: | |||
Address: Date: | |||
</pre> | |||
The board may at any time establish branch or subordinate offices at any place or places where this corporation is qualified to conduct its activities. | The board may at any time establish branch or subordinate offices at any place or places where this corporation is qualified to conduct its activities. | ||
=Article 3. Purpose= | =Article 3. Purpose= | ||
==3.1 Purpose== | |||
==3.1. Purpose== | |||
The purpose of this corporation is to promote and encourage technical, scientific, and artistic skills through individual projects, social collaboration, and education. Also in the context of these purposes, the corporation shall engage in scientific, charitable and educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code, including but not limited to: | The purpose of this corporation is to promote and encourage technical, scientific, and artistic skills through individual projects, social collaboration, and education. Also in the context of these purposes, the corporation shall engage in scientific, charitable and educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code, including but not limited to: | ||
:(a). Through talks, classes, workshops, collaborative projects, and other activities, to encourage research, knowledge exchange, learning, and mentoring in a safe, clean space. | :(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 technology, science, and art. | :(b). Provide educational spaces for teaching practical skills and theory of technology, science, and art. | ||
:(c). Provide work space, storage, and other resources for projects related to 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, science and technology. | :(c). Provide work space, storage, and other resources for projects related to 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, science and technology. | ||
:(d). To create, learn, and teach, individually and as a group, inviting members of the community in the | :(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. | :(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. | :(f). Collaboration across disciplines for the benefit of cultural, charitable, and scientific causes. | ||
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:(h). To conduct or engage in all lawful activities in furtherance of the stated purposes or those incidental to them. | :(h). To conduct or engage in all lawful activities in furtherance of the stated purposes or those incidental to them. | ||
==3.2. Limitation on Activities== | ==3.2. Value statement== | ||
'''sudo room''' is an open, collaborative community of creators and practitioners working toward positive social change. '''sudo room''' chooses to: | |||
#Value open, public discourses over closed, proprietary processes. | |||
#Value access and transparency over exclusivity. | |||
#Value solving real problems over hypotheticals, while respecting visions of the future. | |||
#Value community and collaboration over isolation and competition. | |||
#Value human judgment over automation and efficiency. | |||
#Value do-ocracy over bureaucracy. | |||
#Value safe space over ideology. | |||
==3.3. Limitation on Activities== | |||
The activities of the Corporation shall be performed in service to and with guidance of the community of participants. Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code. | The activities of the Corporation shall be performed in service to and with guidance of the community of participants. Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code. | ||
=Article 4. Construction and Definitions= | =Article 4. Construction and Definitions= | ||
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term "person" includes both a legal entity and a natural person. | Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term "person" includes both a legal entity and a natural person. | ||
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=Article 5. Dedication of Assets= | =Article 5. Dedication of Assets= | ||
This corporation's assets are irrevocably dedicated to public benefit purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code section 501 (c)(3). | This corporation's assets are irrevocably dedicated to public benefit purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code section 501 (c)(3). | ||
=Article 6. Corporation With Members= | =Article 6. Corporation With Members= | ||
==6.1. Qualifications of Membership== | ==6.1. Qualifications of Membership== | ||
This corporation shall have one class of members. Any person dedicated to the purposes of the corporation, having been proposed for membership by | This corporation shall have one class of members. Any person dedicated to the purposes of the corporation, having been proposed for membership by at least one current member in good standing, shall be eligible for membership on approval of the membership application by the board and on timely payment of such dues and fees as the board may fix from time to time. | ||
==6.2. Rights of Membership== | ==6.2. Rights of Membership== | ||
All members shall have the right to vote, as set forth in these bylaws, on the election of directors, on the disposition of all or substantially all of the corporation's assets, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the corporation. In addition, members shall have all rights afforded members under the California Nonprofit Public Benefit Corporation Law. | All members shall have the right to vote, as set forth in these bylaws, on the election of directors, on the disposition of all or substantially all of the corporation's assets, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the corporation. In addition, members shall have all rights afforded members under the California Nonprofit Public Benefit Corporation Law. | ||
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:(a) Resignation of the member; | :(a) Resignation of the member; | ||
:(b) Expiration of the period of membership. unless the membership is renewed on the renewal terms fixed by the board; | :(b) Expiration of the period of membership. unless the membership is renewed on the renewal terms fixed by the board; | ||
:(c) The member's failure to pay dues, fees, or assessments as set by the board within 30 days after they are due and payable | :(c) The member's failure to pay dues, fees, or assessments as set by the board within 30 days after they are due and payable. | ||
:(d) Any event that renders the member ineligible for membership, or failure to satisfy membership qualifications; or | :(d) Any event that renders the member ineligible for membership, or failure to satisfy membership qualifications; or | ||
:(e) Termination of membership under Section 6.8 of these bylaws based on the good faith determination by the board, or a committee or person authorized by the board 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. | :(e) Termination of membership under Section 6.8 of these bylaws based on the good faith determination by the board, or a committee or person authorized by the board 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. | ||
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===a. Members' Proxy Rights=== | ===a. Members' Proxy Rights=== | ||
Each member entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the member's name is placed on the proxy by the member or the member's attorney-in-fact, whether by manual signature, typewriting, facsimile transmission, or otherwise. | Each member entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the member's name is placed on the proxy by the member or the member's attorney-in-fact, whether by manual signature, typewriting, facsimile transmission, or otherwise. | ||
===b. | ===b. -intentionally left blank-=== | ||
===c. Subject Matter of Proxy to Be Stated=== | ===c. Subject Matter of Proxy to Be Stated=== | ||
Any proxy covering matters for which a vote of the members is required shall not be valid unless the proxy sets forth the general nature of the matter to be voted on or, in an election of directors, the proxy lists the persons who have been nominated at the time the notice of the vote is given to the members. Such matters include amendments of the articles of incorporation or bylaws changing proxy rights; certain other amendments of the articles of incorporation; removal of directors without cause; filling vacancies on the board of directors; the sale, | Any proxy covering matters for which a vote of the members is required shall not be valid unless the proxy sets forth the general nature of the matter to be voted on or, in an election of directors, the proxy lists the persons who have been nominated at the time the notice of the vote is given to the members. Such matters include amendments of the articles of incorporation or bylaws changing proxy rights; certain other amendments of the articles of incorporation; removal of directors without cause; filling vacancies on the board of directors; the sale, | ||
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==7.2. Number of and Qualifications for Directors== | ==7.2. Number of and Qualifications for Directors== | ||
The board of directors shall consist of at least five (5) but no more than eleven (11) directors unless changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors. | The board of directors shall consist of at least five (5) but no more than eleven (11) directors unless changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors. | ||
==7.3. Restriction on Interested Persons as Directors== | ==7.3. Restriction on Interested Persons as Directors== | ||
No more than 49 percent of the persons serving on the board may be "interested persons." An interested person is | No more than 49 percent of the persons serving on the board may be "interested persons." An interested person is | ||
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::(b) In a corporation with 50 or more members, the removal is approved by the members (Section 5034). | ::(b) In a corporation with 50 or more members, the removal is approved by the members (Section 5034). | ||
:(2) Any director may be removed, with or without cause, by the vote of the majority of the members of the entire board of directors at a special meeting called for that purpose, or at a regular meeting, provided that notice of that meeting and of the removal questions are given as provided in Section 7.7. Any vacancy caused by the removal of a director shall be filled as provided in Section 7.6. d. | :(2) Any director may be removed, with or without cause, by the vote of the majority of the members of the entire board of directors at a special meeting called for that purpose, or at a regular meeting, provided that notice of that meeting and of the removal questions are given as provided in Section 7.7. Any vacancy caused by the removal of a director shall be filled as provided in Section 7.6. d. | ||
:(3) Any director who does not attend three successive board meetings will automatically be removed from the board without board resolution unless | :(3) Any director who does not attend three successive board meetings will automatically be removed from the board without board resolution unless: | ||
::(a) the director requests a leave of absence for a limited period of time, and the leave is approved by the directors at a regular or special meeting (if such leave is granted, the number of board members will be reduced by one in determining whether a quorum is or is not present), | ::(a) the director requests a leave of absence for a limited period of time, and the leave is approved by the directors at a regular or special meeting (if such leave is granted, the number of board members will be reduced by one in determining whether a quorum is or is not present), | ||
::(b) the director suffers from an illness or disability that prevents him or her from attending meetings and the board by resolution waives the automatic, removal procedure of this subsection; or | ::(b) the director suffers from an illness or disability that prevents him or her from attending meetings and the board by resolution waives the automatic, removal procedure of this subsection; or | ||