Current Status and Readme
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Many organizational details are set out legally in the Articles of Incorporation, and don't need to be duplicated in the Bylaws.
Article I, Meetings
Section 1, Notice
Notice of the time and place of a meeting shall be given electronically, by posting on the corporation's Website (currently www.i3Detroit.com). Members who wish to receive notice by other means, such as electronic mail, may make such a request at any meeting, and reasonable accommodation (as determined by the Directors) shall be made.
Section 2, Regular Meetings
Regular meetings shall be held every Tuesday at 7:00pm local time, at a place determined by the Board. If a meeting is to be held at a location other than where the previous meeting took place, notice of the new location shall be given not less than 24 hours before the start of the meeting. Unless otherwise specified, if the meeting date falls on a holiday, the meeting shall not be held. Notice of holiday meetings or changes shall be posted as specified above.
Minutes of each regular meeting shall be posted online where members can access them, in a timely fashion after each meeting.
Section 3, Annual Meeting
The Annual Meeting, at which certain corporate business takes place, including but not limited to the presentation of the previous year's Annual Report, will be held not less than 30 but not more than 90 days from the end of the corporation's fiscal year. Notice of the exact time and location of the Annual Meeting shall be given at least 7 days in advance, in the manner specified above.
Section 4, Procedures
quorum, minutes, motions, rules, etc. FIXME. Definitely set quorum low for the time being. Michigan law apparently provides for electronic voting by members. Let's talk about this.
Article II, Space
Section 1, Business Office
When the Corporation acquires a physical space suitable for the purpose, the Directors may choose to make it the official business office, where corporate records are stored and made available for inspection. Until that time, the initial registered office is as specified in the Articles of Incorporation.
Section 2, Access and Use
Members in good standing will be given as much access to the space as is practical. The space may be used for any legal purpose consistent with the corporation's Purpose as stated in the Articles of Incorporation, and the following section, Responsibilities.
Section 3, Responsibilities
Members share the responsibility of keeping the space clean, safe, and secure. Members using the space are responsible for complying with noise and other requirements during their use.
- Share the space with other members who're there at the same time.
- Clean up after yourself.
- If you need help, ask for it.
- If it's not safe, don't do it.
- If you break something, notify its owner.
(Notify someone if space found unsuitable? FIXME)
Section 4, Guests
Non-members may be permitted entrance to the space, subject to the following:
- If only one member is present, only two non-members may accompany.
- If two members are present, they may invite an unlimited number of non-members.
- Non-members may not use power tools unless granted an exemption by the tool's owner.
- Responsibility for leaving the space in a useful, clean state ultimately falls to the members who host the guests.
Section 5, Tools
Article III, Directors
Section 1, Selection
Initially, the Incorporators shall serve as Directors. At the Initial Meeting, additional directors shall be (appointed or elected, FIXME), up to a total of FIXME. (Suggest: If election is desired, use runoff voting as described under Resignation, until the field narrows to the number of open spaces.)
Section 2, Duties
The duties of the Directors include, but are not limited to:
- Preparing a budget and an annual financial report.
- Collecting, tracking, and disbursing funds.
- Mediating disputes among members.
- Providing relevant paperwork and resources to their successors.
- In general, managing the day-to-day affairs of the corporation.
Section 3, Term
Directors serve at the pleasure of the membership and may be replaced at any time. Otherwise, the term of a director is not limited. Any member who wishes to may, at any meeting, nominate an existing director to be replaced, and a new candidate to replace them. The candidate must accept the nomination. After discussion, a two-thirds majority vote of the members present at the meeting is required to continue the action, and a simple majority at the next regular meeting is required to confirm it. Only one such action may be in progress at a time. The fact that such an action has started should be clearly noted in the meeting minutes, and notice of same posted on the website at least 72 hours in advance of the subsequent meeting at which the confirmation vote will be held.
Section 4, Resignation
A director who wishes to resign may do so by announcing it at a regular meeting, or if they are unable to attend, by notifying the other directors who will announce it. Any number of members may volunteer as replacements, and voting will be held in runoffs until a winner is produced. Confirmation by a majority of the members present is required to seat the new director. If no replacement is found, the seat may remain open. Replacement by resignation takes place at a single meeting.
Article IV, Members
Section 1, Eligibility and Joining
Any person who supports the Purpose defined in the Articles of Incorporation is eligible to become a member. At this time, minors are not being considered for membership until insurance and related matters are sorted out. Initially, all Incorporators are considered members.
Any member may nominate a person to become a member at any meeting. A majority vote of the members present, and payment of first dues, are required to gain member status.
Section 2, Dues
Dues are $50 per month, payable by means specified by the Treasurer. Any member who falls more than FIXME days past due will be considered in arrears, and lose their access to the space and associated privileges.
Section 3, Waivers
Dues for an individual member may be reduced or waived entirely by a two-thirds majority of Directors. The term of this waiver may not exceed six months, but it may be extended at any time for up to six months in the future, by a simple majority of directors.
Section 4, Expulsion
A member who has seriously violated the principles or trust of the group may be expelled. Any member can suggest that this action be initiated, by raising the issue at a regular meeting. A two-thirds majority of members present are required to continue the action, at which time the member's access to the space is considered revoked. To make the decision permanent, a simple majority at the next regular meeting (similar to and subject to the same notification requirements as a director's replacement) is required. There is no limit to how many of these actions may be in progress at a time. If the action fails at the second meeting, the member's access will be reinstated.
Section 5, Quitting and Refunds
Section 6, Recordkeeping
Can members be anonymous, at least from the general public? FIXME.
dues payment, waivers, refundability, expulsion, quitting, voting, voting by electronic means, proxies, quorum, minutes, guests, hosts, tool 'ownership', safety, revocation, a way for members to 'lease' tools to the space?
Unresolved: Michigan compiled laws 450.2305 Sec. 305.: (1) A corporation organized upon a directorship basis may or may not have members. If a corporation organized upon a directorship basis has members, the members shall not be entitled to vote.