By law, this is the core governing document of HackLab Santa Rosa. These Bylaws were approved by the incorporators on October 18, 2022 after consulting with founding members.
Said corporation is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501©(3) of the United States Internal Revenue Code (Title 26 U.S.C.). The mission of the corporation is to make technology and tools accessible to people, and to advance education about such.
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©(3).
Subject to and within the limits of Section 1, the corporation shall: Build or lease and maintain spaces suitable for technical, artistic, and social collaboration. Collaborate on all forms of technology, culture, and craft in new and interesting ways. Apply the results of its work to cultural, charitable and scientific causes. Share its research and discoveries, using what is learned to teach others. Recruit and develop members to participate in these activities.
The name of this corporation is HackLab Santa Rosa.
HackLab Santa Rosa has basic and voting members.
Any person who supports the purposes laid out in Article I of these bylaws is qualified to become a basic member. Any qualified person may be elected a basic member upon payment of appropriate dues and by a simple majority of a quorum of voting members, as described in Article III Section 5. Basic membership in HackLab Santa Rosa shall be open to anyone in the community with a genuine interest in HackLab Santa Rosa’s purpose, and shall not be discriminated against on the basis of color, race, gender, national origin, religion, creed, political affiliation/orientation, sexual preference/orientation, age, disability, software preference, or veteran status.
Any basic member whose dues are current is qualified to become a voting member. Any voting member may nominate a basic member to be a voting member. Any eligible person may be elected as a voting member at a regular meeting by majority (at least half of votes plus one) approval of all present voting members. For purposes of these bylaws, all founding members shall be considered the initial voting members.
The amount, payment period, due date, and acceptable methods for collection of dues shall be reviewed each year at the annual meeting. A majority vote of the voting members at the annual meeting may change the procedure and terms for payment of dues. A member may request that their membership be put in suspension for a maximum of 3 months. Members who have their membership suspended cannot access the space.
Each basic member has the right to: Access the space in accordance with the space access policy and agreement document. Use equipment and consumables purchased by the corporation for purposes subject to and within the limits of Article I and in accordance with the equipment and consumables use policy. Each basic member has the responsibility to: Pay dues in a timely manner. Provide contact information, and preference for electronic receipt of communications. Continue to support the purposes of the corporation. Behave in an appropriate manner as described in the Code of Conduct policy document.
Each voting member has all the rights and responsibilities of a basic member. Additionally, voting members have the right to: Exercise a single vote for each decision put before the voting membership. Reasonable inspection of corporate records. Voice opinion and vote preference or abstain from voting in the affairs put before the voting membership. Section 8 Membership Resignation and Termination Any member may resign by filing a written resignation with the Secretary. Resignation shall not relieve a member of unpaid dues or other monies owed. Membership may be suspended for non-payment of dues by the Treasurer. Any suspended member may restore their membership up to 90 days after suspension upon payment of dues owed and payable through one month beyond the end of the suspension period. Once the 90 days of non-payment have passed, the membership is automatically terminated. Any membership may also be terminated for any reason by written petition signed by more than three quarters of the voting members.
Regular meetings of voting members shall be held every Tuesday at 19:00 local time at the registered office, and supported by video conferencing software. A different meeting place may be designated by a written petition signed by more than three quarters of voting members. Regular meetings shall not take place on the day before, upon, or after a U.S. federal holiday unless specifically approved at the prior regular meeting or annual meeting. Meetings shall not take place on the day of a closure declared by the U.S. Office of Personnel Management.
An annual meeting of all members shall take place sometime in January, February, or March. The Board of Directors shall select the date, time, and place no later than January 31 of each year. The date, time, and place of the annual meeting must be posted in the registered office and submitted to members electronically at least two weeks prior to the annual meeting. A petition signed by more than three quarters of voting members and submitted to the Board of Directors before President’s Day may specify a new date, time, and place for the annual meeting. At the annual meeting, the voting members shall elect the Board of Directors, review and vote on the standing rules and policies of the corporation, receive reports on the activities of the corporation, approve the budget, and determine the direction of the corporation in the coming year.
A petition presented to all voting members and signed digitally or physically by one third of voting members may call a special meeting. Such a petition must include the date, time, place, and agenda of the special meeting.
The time and place of upcoming meetings shall be conspicuously posted at the registered office and electronically sent to all voting members. No notice is required for a regular meeting. Special meetings require 72 hours notice to be delivered only when all voting members are personally notified and given an opportunity to sign a special meeting petition. The agenda of the next upcoming meeting and minutes of the previous meeting shall be posted at the registered office and electronically submitted to all voting members at least 72 hours prior to any meeting.
At a duly called meeting, at least one half of the entire voting membership shall constitute a quorum.
When a quorum is present, all issues, except when otherwise specified in these bylaws, shall be decided by affirmative vote of more than one half of the voting members present.
All meetings shall follow a variation of Robert's Rules of Order as approved at an annual meeting. Enforcing these rules is the job of the Sergeant at Arms, as outlined in Article IV Section 6.
There shall be five officers consisting of President, Vice President, Secretary, Treasurer, and Sergeant at Arms. Each officer must be a director and each officer shall serve from the time of their election until their successor is elected and qualifies. A term shall begin at the conclusion of the annual meeting as defined in Article III Section 3 and shall last until the next annual meeting. No officer shall be compensated for their service as an officer, though the corporation may provide insurance and indemnity for officers as allowed by law.
The President shall preside over all meetings or designate an alternate, attempt to achieve consensus in all decision-making, ensure the membership is informed of all relevant issues, and serve all other duties of a President as required by law or custom.
The Vice President shall be primarily responsible for the information systems and communication processes of the corporation, coordinate the teams that manage and design those systems, draft policies and procedures for information system use, ensure effective communication and information exchange within the corporation, and serve all other duties of a Vice President as required by law or custom, including acting when the President is unable or unwilling to act.
The Secretary shall be responsible for membership records including membership and board meeting actions and petitions, sending out meeting announcements, posting and distributing copies of membership meeting minutes and relevant meeting agendas to the membership, assuring that corporate records are maintained, and serving all other duties of a Secretary as required by law or custom.
The Treasurer shall be custodian of corporate funds, collect dues, make a financial report for each meeting, assist in the preparation of the budget, lead the finance committee, make financial information available to members and the public, ensure all members pay their dues in a timely fashion, and serve all other duties of a Treasurer as required by law or custom.
The Sergeant at Arms, also known as Armory Sergeant shall ensure optimal operations of HackLab Santa Rosa, including keeping inventory, helping other officers, and upholding rules in the Lab and at meetings.
The Officers must prepare an annual report to be distributed at the annual meeting. The report should chronicle the activities of the corporation, including specific narratives on the corporation’s work, the corporation’s annual financial statements, relevant legal filings, and relevant copies of the organization’s district and federal tax returns.
The officers shall also serve as bona-fide directors on the Board of Directors. Election, resignation, removal, and vacancies of the officers are handled in accordance with procedures laid out in Article V.
The Board of Directors shall consist of the five officers as defined in Article IV, all of whom are considered directors for the purposes of this article. All directors must be voting members of the corporation. Each director shall serve from the time of their election until their successor is elected and qualifies.
The board of directors shall meet when necessary, provided all voting members receive notice sent electronically at least five business days prior to the meeting. All voting members may attend a meeting of the board of directors. The notice shall give the time, place, reason for calling the meeting, and the agenda for said meeting. Notices shall be conspicuously posted at the registered office and electronically distributed to all members at least five business days prior to a meeting. Minutes shall follow the standing rules for meetings as approved at an annual meeting. Minutes of each board meeting shall be conspicuously posted at the registered office and electronically distributed to members within 48 hours. Minutes shall be considered approved when signed by all board members in attendance.
Each voting member present shall be given an opportunity to be a candidate for each officer position. If there is more than one candidate for an officer position, the candidate which obtains the highest number of votes from voting members present shall be elected. If there are no candidates for an officer position, the outgoing office holder may, if eligible, elect to serve another term or select any willing member to serve in that position.
Two thirds of the board of directors at a duly called board member meeting shall constitute a quorum.
All issues, except when otherwise specified in these bylaws, shall be decided by affirmative vote of more than one half of the directors present at a duly held meeting.
Any officer or director may resign by filing a written resignation with the Secretary or two other board members. A Director may be removed from office only by unanimous vote of all directors excluding the person to be removed, or a no-confidence vote in which three quarters of all voting members vote to remove. Once a vote has taken place to remove a member of the board of directors, no further votes may occur to remove the director voted on until the following annual meeting. Vacancies on the board shall be filled at the next regular meeting using the applicable process outlined in Section 3. Directors removed by vote of directors may qualify to run for office again during the next normal election.
The board may create committees as needed, such as fundraising, facilities, public relations, data collection, etc. The board chair appoints all committee chairs.
The treasurer is the chair of the Finance Committee, which may include three other board members. The Finance Committee is responsible for accounting, developing and reviewing fiscal procedures, fundraising plans, and the annual budget with Member volunteers and other Board Members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.
On or before September 30, the members shall nominate and approve an audit committee consisting of three voting members who are not members of the board of directors and have not served as a director for 180 days prior to appointment. The audit committee shall have full inspection rights to the affairs and documentation of the corporation. No audit committee shall be convened if the corporation has fewer than nine voting members. Otherwise, the board or voting members may not create committees or delegate their authority.
HackLab Santa Rosa is governed by two classes of rules: bylaws and policies. You are reading the bylaws.
These bylaws may be amended by unanimous vote of the board, or when an amendment proposal petition is signed by more than two thirds of voting members. Written notice of such a petition must be submitted electronically to all members. At least 4 weeks, yet no more than 6 months, must pass between the notification of members and the acceptance of the bylaws change.
Matters deemed insufficiently solemn for placement in the bylaws will be noted in the policy document. The policy document can be amended by a simple majority of a quorum of voting members. Written notice of such amendment must be submitted electronically to all members. At least 2 weeks, yet no more than 6 months, must pass between the notification of members and the acceptance of policy change.