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.
Members must be present at a meeting to vote. Proxies, voting by electronic means, and other such complications are not appropriate for us at this time.
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. All members are expected to follow common sense guidelines, including but not limited to the following:
- Share the space with other members who're there at the same time.
- Clean up after yourself.
- If you need help, ask for it.
- Use appropriate personal protection gear. If it's not available, rectify that situation before continuing.
- If it's not safe, don't do it.
- If you break something, notify its owner.
- If you find the door unlocked or the space messy, notify a Director.
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 any number of non-members.
- Non-members may not use power tools unless granted an exemption by the tool's keeper.
- Responsibility for leaving the space in a useful, clean state ultimately falls to the members who host the guests.
Section 5, Tools
Every tool has a "keeper", who may be but is not necessarily the person the tool actually came from. In the case of tools purchased by the group, such a keeper should be appointed. The tool's keeper is responsible for setting out tool usage policies, authorizing individual users, and generally looking after the tool. All members are responsible for, and their use of tools is conditional upon, following the guidelines set by keepers.
Article III, Directors
Section 1, Selection
Initially, the Incorporators shall serve as Directors. At the Initial Meeting, additional directors shall be appointed by the Incorporators, up to a total of seven (7).
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.
Four of the directors shall serve as officers, in the following roles:
- President, who runs meetings, serves as a spokesperson, and other functions prescribed by law or custom.
- Vice President, who assists and relieves the president when needed.
- Treasurer, who keeps the corporation's accounts.
- Secretary, who takes minutes, records decisions made by the board and the members, etc.
The other three directors are at-large directors, and shall generally assist the officers. Officers may delegate responsibilities as necessary.
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 30 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
The Secretary shall keep a record of all members, including each member's name and the date they joined. The Treasurer shall work with the Secretary to maintain records of dues payment, and to notify members when they are in arrears.
Article IV, Donations and Property
Section 1, Intellectual Property
The Corporation makes no claims as to the intellectual property of members, whether developed at the space or elsewhere. Individual members are responsible for choosing the license, if any, under which their work may be shared or reserved. The Corporation shall not, at this time, allow licenses to be transferred to it.
Section 2, Financial Donations
FIXME. Must be used consistent with AoI.
Section 3, Donations of Stuff
Section 4, Dissolution
If the Corporation should dissolve, all its assets and property shall be handled as specified for nonprofit corporations. (Grab some boilerplate for this, FIXME.)
Article V, Amendments
Any member may propose an amendment to these bylaws at a regular meeting. After discussion, a two-thirds majority must agree to bring the matter to a vote at the next meeting. Notification as described under Article III Section 3 (directors, term) shall be followed. Prior to the subsequent meeting, the Directors may set the final wording of the amendment that will be voted on, or specify various options which will all be presented to the members for voting. At the subsequent meeting, the different versions of the amendment will be subject to voting by simple approval, and the one which gains the most support and also attains a simple majority of the members present, shall be adopted.
Should there be a way for members (or others) to "lease" things (like tools) to the corporation, for a token amount, so that they retain ownership if/when the corporation dissolves?
Should there be a way to immediately amend the bylaws, perhaps by unanimous decision of the Directors, or some other way of handling emergencies?
Must the member rolls be available for public inspection? Can members choose to join anonymously?
Does MCL 450.2305 interfere with our plans to allow members to vote for directors? If so, can we just rework the directors as an "executive committee" and incorporate on a different basis?
Part of the group's purpose is to help its members with their projects. If group-purchased components end up in a member's finished project, is that "inuring to their benefit" and is it a conflict of interest? What if that member is a director at the time?
Should we have a way for the Directors to meet in closed session if required for attorney-client privilege or something?
Should the AoI also assume liability for volunteers, in addition to directors? Can we just change it to cover all members? Borrowed that article from SEMCO's AoI.
If we have a general liability release form that members sign upon joining, should it be referenced in these bylaws? As a condition of membership, like dues?