Bylaws - Draft the Second

In the hope that we will organize into a more consolidated and official capacity, bylaws were drafted.

The 2nd draft of the bylaws is what follows. These were suppose to be edited in a more precise fashion and 'ratified' properly. Please feel free to make comments and edit appropriately. Email me at if you have any questions.

Bitsmasher Bylaws Second Draft
Section 1 — Name.
    The name of the organization shall be Bitsmasher. It shall be a nonprofit organization incorporated under the laws of the State of California.

Section 2 – Purpose:
    The specific and primary purpose of the Bitsmasher is to 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:
        Providing work space, storage, and other resources for projects related to art and technology.
        To encourage intellectual growth through the use of presentations, workshops, collaborative projects, discussion groups and other activities.
        To encourage research, knowledge exchange, learning, and mentoring in a safe space.
        To foster, by all legal means, the common purposes of its participants.
        To connect with and foster a sense of community amongst the technologists and artists within the Santa Cruz area.

The activities of the Bitsmasher shall be performed in service to and with guidance of the community of participants. Notwithstanding any other provisions of these Articles, the Bitsmasher 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.

Section 3 - Principal Office.
The principal office of this corporation shall be located in the city and county of Santa Cruz, State of California. The initial principal office shall be located at 227 Grant Street.

Section 4 - Branch Offices.
Branch or subordinate offices may be established or disestablished at any time by the Board of Directors at any place or places.

Section 1 – Classes of membership
    There are two classes of membership within the Bitsmasher:
        Charter Members: defined as the group of individuals involved in the ratification of these bylaws and the presented mission statement of the organization.
        Regular Members: may have their membership revoked by a consensus of the board.

Section 2 - Eligibility for membership
    Application for voting membership shall be open to anyone that supports the purpose statement in Article I, Section 2 of the Bylaws.
    Membership requires completion of a membership application, completion of possible interview, and initial pledge amount.
    All memberships shall be granted upon a consensus of the board.
Section 3 — Fees and dues.

Section 3.1 - Membership Dues:
    Members must pay the monthly fee dictated by the assembly at the beginning of the fiscal year. This amount will be standard for all members.

Section 3.2 – Failure to Pay Dues:
    Members who fail to pay monthly dues in full will be subject to revocation of some or all of the Rights of Members, detailed in Section 4. The extent of these penalties will be decided upon by a ¾ vote of the Board.

Section 4 — Rights and Responsibilities of Members:
    Anyone who desires to be a Member must sign the Liability Release Form. The Liability Release Form may be obtained from the Secretary.

Section 4.1 - Regular Members:
    * Members may vote in organization elections.
    * Members may serve on the board of the organization.
    * Members may vouch for guests, taking responsibility for the property of the organization's upon themselves.
    * Members may request keyed access to the organization's facilities.
    * Members are expected to follow all rules set by the board pertaining to the organization's facilities.

Section 4.2 - Board Members:
    * Board Members shall have unattended access to the property of the organization.
          o The President, Secretary, and Treasurer shall have metal key access to the facilities of the organization.

Section 4.3 - Charter Members:
    * Charter Members shall have unattended access to the property of the organization.
          o Charter Members shall have standard metal key access to the facilities of the organization.
    * Charter Members may Reset the Board with a 3/4 vote in favor by the Charter Members. All previous Board members may re-run for the open Board positions after a Board Reset. Board members must be voted in by majority after a Board Reset, candidates may not be elected by default.
    * Charter Members may serve as a Board member in addition to the already existing Board Members at any time.

Section 5 — Resignation and termination:
    Any member may resign by filing a written resignation with the secretary. A non Charter Member can have their membership terminated by a majority vote of the membership.

Section 1 — Regular meetings:
    Regular meetings of the members shall be held at minimum once quarterly, at a time and place designated by the chair.
Section 2 — Annual meetings:
    An annual meeting of the members shall take place in the month of September, the specific date, time and location of which will be designated by the chair. At the annual meeting the members shall elect Board Members, receive reports on the activities of the association, and determine the direction of the association for the coming year.

Section 3 — Special meetings:
    Special meetings may be called by the chair or a simple majority of the board of directors. A petition signed by fifty one percent of voting members may also call a special meeting.

Section 4 — Voting:
    All issues to be voted on shall be decided by a simple majority of all board members.

    * Voting periods outside of meetings should be a minimum of 72 hours, and a maximum of 30 days.
    * If a Call to Vote is made outside of a meeting, the proposer must notify the Secretary.
    * If a Call to Vote is made outside of a meeting, the Secretary must notify those eligible to vote via email in time to cast their votes.
    * Proposals must be Seconded by another board member before a Call to Vote takes place.

Section 1 — Board role, size, and compensation:
    The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to volunteers and committees. The board shall have up to 10, but not fewer than 3 members.

    * Charter Members may sit on the board as a Board Member in addition to regular Board Members.
    * The board receives no compensation other than board approved expenses.

Section 2 — Terms:
    All board members shall serve one year terms.

Section 3 — Meetings and notice:
    The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written notice (such as email) at least two weeks in advance.

Section 4 — Board elections:
    New board directors and current board directors shall be elected or re-elected by the voting members at the annual meeting. Board Directors will be elected by a simple majority of members. Votes shall be accepted at the Annual Meeting, and via internet at least 72 hours after the Annual Meeting concludes.

Section 5 — Election procedures:
    Any member can nominate a candidate to the slate of nominees.
    Nominations should be submitted to the Secretary.
    Elections will be held at the Annual Meeting.
    The Board shall have up to 10 elected members, but no fewer than the 3 or the number of Offices.
    At least 3 Board positions (or the number of offices) will be voted upon at the Annual Meeting.
    No more than 10 Board positions may be voted upon.
    To be elected, a full member must have a majority of the vote. Board Positions can not be elected by default.
    Votes will be accepted on paper, ballot style to be taken up and counted by the secretary.
    Charter members may sit on the board as a Board Members in addition to regular Board Members at any time.
    Charter members can be elected by default if they run unopposed.

Section 6 — Quorum:
    A quorum must be attended by at least two thirds (2/3) of board members for business transactions to take place and motions to pass.

Section 7 — Officers and Duties:
    There shall be three officers of the board, consisting of a chair, secretary and Treasurer.
    Officers shall be elected by the newly elected board. Their duties are as follows:
    * The chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Officers of the Board to preside at each meeting. If the chair cannot make the meeting, the Chair shall arrange for either the secretary or treasurer to preside at the meeting.
    * The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
    * The Treasurer shall make a report on finances at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board 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 the regular 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 member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
    * Resignation as a Charter Member must be in writing and received by the Secretary. A Charter Member may be removed for other reasons by a unanimous vote of the remaining Charter Members.

Section 10 — Special meetings:
    Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.

Section 1 — Committee formation:
    The board may create committees as needed, such as fundraising, facilities, public relations, data collection, etc. The board chair appoints all committee chairs.

Section 2 - Finance Committee:
    The treasurer is the chair of the Finance Committee, which may include three other board members.
    The Finance Committee is responsible for 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 via electronic mail notifications and on record at the Principal Office.

Section 1 — Amendments:
    * Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.
    * These bylaws may be amended when necessary by two-thirds majority of the board of directors.
    * Article I of the bylaws may only be amended with a unanimous vote in favor by the board of directors.
    * A reasonable effort must be made to contact the Charter Members immediately following a proposed and seconded movement to alter Article VII of this document.

Section 1 - Dissolution:
    The organization may not dissolve less than 30 days from the time a proposal to dissolve passes. A reasonable effort must be made to contact the Charter Members immediately following a proposed and seconded dissolution movement.

Section 2 - Asset Distribution:
    In the event that a movement to dissolve the organization passes, assets may be liquidized to pay off any debt the organization may have accrued. Any remaining assets of the organization must be donated to a charitable, educational, or scientific endeavor.

These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on .

Secretary Date

Jeremiah Daniels,
Sep 16, 2009, 10:10 PM