Difference between revisions of "Bylaws"

A California Nonprofit Public Benefit Corporation

=Article 2. Principal Office of the Corporation=

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=

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.

:(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.

:(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.

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

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=

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.

=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).

=Article 6. Corporation With Members=

==6.1. Qualifications 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.

:(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;

:(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.

===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.

===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,

==7.2. Number of and Qualifications for 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

::(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.

::(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