Since Oct 2011 we have been recognized as a 501(c)(3) non-profit in Texas. What follows is our bylaws as adopted on October 26, 2013.
Article I — Identity
Section 1 — Name
The official and legal name of the Organization shall be 10BitWorks Hackerspace hereinafter referred to as “the Organization”. It shall be a nonprofit organization incorporated under the laws of the the State of Texas.
Section 2 — Purpose
The Organization is formed exclusively for educational purposes within the meaning of section 501(c)(3) specifically in the instruction of the public on subjects useful to individuals and beneficial to the community. The Organization exists as a shared space offering tools and collaborative opportunities in the domains of engineering, science, trade-craft, design, and art. The activities of the Organization will consist of:
- Providing access to otherwise inaccessible resources, such as tools of the electronics and computer science fields;
- Mentoring and training in the use of these tools; and
- Promoting applications of the engineering, science, trade-craft, design, and art domains towards the benefit of the local community.
Article II — Membership
Section 1 — Eligibility
Membership is open to any person of general public that supports the purpose statement in Article I, Section 2. In order to be a member, a person must sign a release of liability; adhere to the bylaws; sign the Conflict of Interest Statement at the time of initial membership and each year at membership renewal; and provide a mailing address or an electronic mail address for the purpose of receiving official notice of periodic membership meetings. Membership status is good for one year.
Section 2 — Dues
There shall be no dues nor fees charged for General Membership in the Organization. However, in the interest of the financial needs of the Organization, the Board may recommend special membership classes according to a fee schedule approved by a majority vote of the members at a monthly meeting. Fees for established special membership classes shall not be increased more than 10% in a 6 month period, and existing members of the special membership class shall have 6 months from the time of the fee increase to continue paying the current rate before being automatically charged the increased rate.
Special membership classes may be extended additional benefits to those described in Section 3 to provide an incentive for financial support of the Organization.
Section 3 — Benefits
Benefits for General Membership include:
- weekly access to the space and tools on a regularly scheduled open day;
- eligibility for additional access to the space and tools in exchange for a donation schedule established between the Organization and the individual member;
- eligibility to vote on any issue put before the membership;
- eligibility to vote for officers, directors, or other administrative positions within the Organization; and
- eligibility for all group discounts and promotional offerings from sponsors as offered to and agreed on by the Organization.
Special membership classes that have been recommended by the Board of Directors and ratified by a membership vote may include additional benefits to provide incentive for financial support of the organization. If a special membership class is terminated, then any member of the special membership class may continue paying fees and receive the benefits of the special membership class for 6 months before being reverted to General Membership.
Section 4 — Termination
A member may lose all benefits and membership status before their year is up if they are not in good standing with the Organization. To stay in good standing, members must respect the bylaws. When a membership expires without renewal, one must forfeit their method of entry and all property on loan from the Organization itself or from other members of the Organization.
Article III — Meetings of Members
Section 1 — Regular Meetings
Regular meetings for the Organization shall be held monthly, at a time and place determined by the members. Meetings will be conducted according to an agreed set of rules by membership vote and moderated by the board of directors.
Section 2 — Purpose of Meetings
Each regular meeting should address, at a minimum, nominations and/or elections of administrative positions within the Organization and any issues placed before the membership. Issues subject to a vote of the membership include, but are not limited to:
- filling board positions as defined in Article IV, Section 1;
- changing the schedule of dues or membership benefit levels;
- use of funds over budget; and
- policies concerning the use of member facilities, including member sponsored events, other community groups, and externally sponsored activities.
Section 3 — Notice of Meetings and Issues
Notice of regular meetings shall be posted at the Organization’s registered location and on the Organization’s online calendar. Any member may submit an issue for vote by the membership in written form addressed to the membership at least seven days before the next member meeting. An e-mailed statement of the issue shall be considered written submission for the purpose of this rule. Notice of all issues properly submitted for vote by the membership shall be given to all members no later than five days before the next meeting.
Section 4 — Quorum
The members present at any properly announced meeting shall constitute a quorum. For the purposes of calculating the quorum, properly submitted proxy statements by members shall count as attendance.
Section 5 — Voting
A simple majority vote by the members present at the meeting in which the vote takes place shall ratify any issue put before the membership.
Article IV — Board of Directors
Section 1 — Board Role, Size and Compensation
While the management of the affairs of the Organization is to be vested in its members, the Texas Business Organizations Code requires a nonprofit corporation to have at least three directors, one president, and one secretary. The primary role of the board is to conduct the normal business operations of the Organization, such as securing facilities to support the purpose statement in Article I, Section 2; disbursing funds to pay for rent, utilities and incidental costs; and managing the Organization’s financial accounts on behalf of its members. The board may not conduct any business activity not explicitly granted the authority to do so except by approval of the Organization’s members at a member meeting. The board is responsible for but not limited to providing overall policy recommendations and leadership for the organization by organizing membership meetings, managing the operating funds of the Organization, and any other roles and responsibilities established by the Organization’s members. The number of board members shall be determined by a member vote, but the board shall consist of a minimum of 5 members and no more than five percent (5%) of the current membership at the time of a board election. The board receives no compensation.
Section 2 — Terms
All board members shall serve a term of 3 months, but if re-elected there is no limit on the amount of time served.
Section 3 — Board Elections
New directors and current directors shall be elected or re-elected by the voting of members quarterly at the regular monthly member meeting. Any member can nominate a candidate to the slate of nominees. All members shall be eligible to vote for each candidate. Directors will be elected by a simple majority of members present at the member meeting.
Section 4 — Meetings and Notice
The board shall meet to decide operational business issues of the Organization as needed. The calling of an official board meeting shall require consent from each board member, even if a board member is not able to be present at the meeting. A board meeting may also be called by a vote of the Organization’s members at a member meeting, which shall require a minimum of seven days notice.
Section 5 — Quorum
A quorum consists of the entire board. All board members must be present, either physically or virtually through telepresence technology, for business transactions to take place. A submitted written statement of a board member’s position may be counted for the purposes of a quorum.
Section 6 — Voting
A simple majority vote by the board member shall ratify any issue put before the board.
Section 7 — Officers and Duties
There shall be five officers of the board, consisting of the president, chair, vice-chair, secretary and treasurer. Their duties are as follows:
- The president shall be a point of contact as required by the Texas Business Organizations Code and assure that all corporate records are maintained. The president has no other duties or responsibilities, except as assigned by the members at a monthly member meeting.
- The chair shall convene regularly scheduled member meetings, shall preside or arrange for other members of the board to preside at each meeting in the following order: vice-chair, secretary, treasurer.
- The vice-chair shall chair committees on special subjects as designated by the members.
- The secretary shall be responsible for keeping records of the actions of the Organization, including overseeing the taking of minutes at all board and member meetings, sending out meeting announcements, and distributing copies of minutes and the agenda to each member.
- The treasurer shall make a report at each member meeting. The treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to members and the public.
Section 8 — Vacancies
When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members one week in advance of a board meeting. These nominations shall be sent out to board members with a board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.
Section 9 — Resignation, termination, and absences
Resignation from the board must be in writing and received by the Secretary. A board members shall be terminated from the board due to excess absences, more than one unexcused absence from board meetings in a term. A board member may be removed for other reasons by a three-fourths vote of the members at a regular member meeting.
Article V — Tax-Exempt Status
Section 1 — Provisions
No part of the net earnings of the Organization shall inure to the benefit of, or be dispersed to its members, officers, or other private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I, Section 2. No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Organization shall not participate in or intervene in, (including the publication of distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of the certificate of formation, the Organization shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of the any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2 — Dissolution and Disposition of Assets
Upon the dissolution of the Organization, assets of the Organization shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Organization is then located, exclusively for such purposes or to such organization of organizations as said Court shall determine, which are organized and operated exclusively for such purposes.
Article VI — Amendments
Section 1 — Amendments
These bylaws may be amended when necessary by two-thirds majority of the membership. Proposed amendments must be submitted to the Secretary to be sent out with meeting announcements.
These bylaws were approved at a meeting of the members by a two-thirds majority vote on October 26, 2013.