Nashville 2600 Organization

Official By-Laws (November 14, 2016)

CURRENT as of November 2016

Mission:  To act as a support group to the Middle Tennessee community of intellectually

curious persons without regard to race, gender, age, economic status or sexual preference. Support will come in the form of personal networking at monthly meetings and a formal educational conference held each year, known as PhreakNIC.

 

I. Leadership

Roles and Purpose

Officer positions

Duties of the Chairperson

Duties of the Secretary

Duties of the Treasurer

Duties of the Executive Officer

Transparency and documentation

Board member terms

II. Meetings

Membership Meetings:

Board Meetings:

PhreakNIC Meetings:

III. Dues

IV. Voting

Timing

Process

Board elections

Eligibility.

Quorum

Board Quorum

Membership Quorum

V. PhreakNIC

VI. Dissolution

VII. Conflicts of Interest

VIII. Amendments to the Bylaws

IX. Definitions

 

I. Leadership

  1. Roles and Purpose

  1. The Organization is to be run by a Board of Directors.
  1. The Board of Directors is established for the purpose of ensuring the long term health of the organization and to maintain any capital goods, such as but not limited to computers or cash registers, or services such as but not limited to mailbox fees, domain names, and other long term contracts. The Board oversees the organization’s annual reports, financial dealings, and tax filings.
  2. The Board is authorized to select the banks or depositories it deems proper for the funds of the Organization. The Board shall determine who shall be authorized on the Organization’s behalf to sign checks, drafts, or other orders or contracts for the payment of money, acceptances, notes, or other evidences of indebtedness.
  3. The Board may authorize any agent or agents, in addition to those specified in these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization. Such authority may be general or confined to specific instances. Unless so authorized by the Board, in writing, no agent shall have any power or authority to bind the organization by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount.
  4. Major contracts (over $1000) must be reviewed and formally approved by the Board. Anyone who signs major contracts without Board approval is personally liable for the cost of the contract.
  5. Written copies of all contracts must be presented to the Board, which shall store them in the corporate archives.
  6. The Treasurer and Board Chair shall both have check-signing authority.  Any single transaction over $250, or quarterly total over $750, must have the approval of the Board.
  1. Approval of a budget for an expense can be done in advance. A variance of more than 10% above the previously approved amount must be re-approved.  
  2. Variances may have oral approval from the Board, but must be followed up with written approval.
  1. The Board shall post a public summary of the organization’s finances at least once per year.  Any member may request to see the books at one of the Board meetings, provided that sufficient advance notice is given.
  2. Board members shall set a positive example, conduct the business of the organization with professionalism, and shall at all times treat other members with dignity and respect. Offensive behavior may be grounds for removal.
  3. The number of members on the Board shall be set by the Board, but shall not be fewer than four (4) persons.
  4. If fewer than four (4) persons are eligible for and willing to serve on the Board of Directors, or for some reason the membership is unable to agree on choices to ensure a minimum of four Board members (either by lack of quorum or some other reason), then the Chairperson may appoint temporary Board members until the seats can be filled via a membership election.
  1. Officer positions

  1. The Organization shall also have the positions of President, Secretary, Treasurer, and Executive Officer.
  2. The title of President will always be given to the Chairperson. The other titles may be delegated to anyone that the Board deems appropriate, including other Board members, with the exception that the Chair and Treasurer cannot be the same person.
  3. Duties of the Chairperson

  1. Schedule, set agendas for, and run board meetings
  2. Act as the public face of the organization when speaking to the press
  3. Share, with the Treasurer, access to all important financial instruments, such as bank account access and check-signing authority.
  1.  Duties of the Secretary

  1. Ensure that minutes are taken of each public Board or membership meeting and post them on the organization website. Membership meeting minutes should also be sent to the parent organization, at meetings@2600.org.
  2. Preside over all voting. In the event that the Secretary has a conflict of interest with the matter being decided, at least one other Board member must also verify all results.
  1. Duties of the Treasurer

  1. Keep records of all financial transactions for both the Nashville 2600 Organization and PhreakNIC.
  2. Maintain a current roll of voting members.
  3. Complete and file required paperwork for tax purposes.
  4. Pay the organization’s bills in a timely manner
  5. Share, with the Chairperson, access to all important financial instruments, such as bank account access and check-signing authority.
  1. Duties of the Executive Officer

  1. Preside over all monthly membership meetings, or arrange for an alternate in case of absence.
  2. Project manage PhreakNIC, the primary event held each year by the Nashville 2600 organization.
  3. Handle other duties as assigned by the Board

  1. Transparency and documentation

  1. Approved Board motions shall be published to the organization mailing list in a timely manner.
  2. Corporate documents and financial records can be viewed by the membership, upon advance request, at regular Board meetings.

  1. Board member terms

  1. Board members serve for a term of three years, with the exception that no more than one third of the Board have term expirations in a given year, so some may serve longer or shorter than three years as-needed.
  2. Board members may resign their position at any time, by informing the Chairperson in writing.
  3. In order to maintain eligibility for Board member status, individuals must:
  1. Maintain status as an Active Member (see Section IX).
  2. Attend at least one Board meeting in any three consecutive Board meetings, unless the Chairperson approves their reason for absence.
  1. Board members who miss three (3) consecutive Board meetings without an approved reason, shall be considered to have voluntarily resigned, but may put themselves forward for election again at the next vote for a Board seat.
  2. Board members can be removed from the Board, by a vote from the remaining Board members.
  1. If the vote to remove is unanimous, the removal shall be regarded as “Removal with Prejudice”, and any such Board member must wait at least one year before they can run for the Board again.
  2. If not unanimous, removal is successful if two-thirds of the remaining active Board members agree to the removal.
  1. This removal will take immediate effect, but the minority of the Board may choose to have the removal ratified by the membership at the next regularly scheduled membership meeting.
  2. If the removal is rejected by the membership, the Board shall take no further removal action of that Board member until at least sixty (60) days have passed.
  3. If removed without prejudice, the removed Board member is eligible to run again for the next open Board seat.
  1. Organization members may remove a Board member by:
  1. Posting a request for removal to the nashville2600 root mailing list, at least one week in advance of a monthly meeting.
  2. At the next monthly meeting, voting for removal. For quorum, at least two thirds of the Eligible Voters (see Section IX) must be present at the meeting, in which case a majority vote will result in removal of the Board member.
  3. No more than one third of the Board may be removed at any single membership meeting.
  1. In the event that a Board member resigns, is removed, or is otherwise unable to serve, the remaining Board members must then decide whether to continue with the Board at a reduced size, or to call for an election to fill the open seat. In the event that a Board member’s departure drops the number of Board members below the minimum, the Chairperson may take action, per section I(1)(a)(x).
  2. Any Board member who resigns or becomes unable to serve must transfer any responsibilities, as appropriate, within 30 calendar days. This includes but is not limited to, credit cards, check-signing authority, mailbox keys, corporate records, etc.

II. Meetings

  1.    Membership Meetings:

  1. Membership meetings are to be held the first Friday evening of each month, with exceptions of holidays, when an alternate meeting date will be discussed and set at least one month prior.
  2. Meetings are open to all who wish to participate in a constructive and respectful manner. Members deemed to be disruptive at a meeting may be officially warned, and if the behavior continues, the member may be asked to leave.
  3. Meetings are to be presided over by the currently elected leadership of the organization.
  1.   Board Meetings:

  1. The Board shall meet no fewer than four (4) times during any calendar year. For the purpose of this paragraph, meetings shall occur no closer than twenty (20) days apart. This paragraph shall not be interpreted to prevent the Board from meeting more often, only to ensure that the four required meetings be spaced over time.
  2. The Board shall as its first action each year elect a Chairperson, and then vote to assign the officer positions of Treasurer and Secretary.
  3. Attendance at Board meetings is expected to be in-person, though the Chairperson may allow electronic (Skype or conference call) participation, at the chair’s discretion.
  1.   PhreakNIC Meetings:

  1. PhreakNIC Planning meetings will be conducted by the Executive Officer, who will be appointed by the Board. In the event that the XO is unavailable, the Chairperson may conduct these meetings.
  2. PhreakNIC Planning meetings may be held in conjunction with or separate from other meetings of the organization

 

III. Dues

  1. Annual dues will be collected for the purpose of establishing voter records and will in no way prohibit those who are unable or unwilling to contribute dues from attending the monthly meetings
  2. The calendar for establishing current dues payment is from January 1st through December 31st.

IV. Voting

  1. Voting is conducted by members who meet the standard as an Eligible Voter (see Section IX).
  2. Timing

  1. One month’s notice, on the nashville2600 root mailing list, will be given for all elections
  2. Board member elections:
  1. Elections of Board members will be held in the last quarter of the calendar year.
  2. In special circumstances, the Board may vote to appoint a temporary Board Member, even if not an Active Member of the organization (see Section IX), but such an appointment must be ratified by the membership.
  1. Special Elections may be called at the Board’s discretion, for topics which include but are not limited to:
  1. When a Board seat becomes open (See Board Member Terms, section I(2))
  2. When an amendment is requested to be ratified (See Amendments, Section VIII)
  3. When the membership wishes to remove a Board member
  1. Process

  1. Membership votes must take place in-person at a monthly membership meeting. Proxy voting is not allowed.
  2. Voting for Board member positions (election or removal) will be conducted via anonymous ballot, provided that quorum is present.(See Quorum, section IV(5)) If there is more than one candidate for a position, the winner(s) will be chosen by a simple majority of the votes.
  3. Voting for special elections (such as ratification of amendments) may take place verbally or anonymously, at the discretion of the Secretary.
  4. In the event of a tie at a membership meeting, the current ranking Board member who is in attendance will cast the deciding ballot. This is usually the Chairperson, though if the Chairperson is not in attendance at the meeting, the duty falls to the Board member who has been in office on the Board for the longest. If there is still a tie, it is resolved as the Board member who became a dues-paying member earlier than any other (even if there were gaps in some years).  If still a tie, it is resolved by whichever Board member is oldest in age.
  5. In the event of a tie in the voting at a Board meeting, the Chairperson’s vote will be the deciding vote.

  1. Board elections

  1. Eligibility.

  1.  In order to be eligible for election to a Board position, one must:
  1. Be an Active Member of the organization (see Section IX).
  2. Be willing to serve
  1. In the special cases when the Board has fallen below its minimum membership and the Chairperson is authorized to appoint temporary Board members (per section I(1)(a)(x)), the only eligibility requirement is that the temporary Board member be willing to serve.

  1. Quorum  

  1. Board Quorum

  1. Quorum is defined by the number of active members on the Board. If there are four members, three (3) persons are required for a quorum. If the Board has more than four members, then a quorum is considered to be 2/3 of the Board members, rounded down.
  1. Membership Quorum

  1. For most membership votes, quorum is defined as one third of the Eligible Voting Members (see section IX).
  2. In the event that the membership is voting to remove a Board member, quorum is defined as two-thirds of the Eligible Voting Members.

V. PhreakNIC

  1. PhreakNIC is an annual convention, usually held in the latter half of the year, dependent upon scheduling of space.
  2. The purpose of PhreakNIC is to educate the community about topics important to geek culture and technology enthusiasts.  This will come in the form of formal presentations given over the course of the event.
  3. Admission fees for the event are to be nominal but sufficient to cover the costs of producing it.  If sufficient sponsorships have been obtained, admission fees may be waived entirely, at the discretion of the Board.
  1. Dues-Paying Members (see Section IX) always get free admission to PhreakNIC.
  1. Relevant nonprofit and other community interest organizations will always be given free space for informational booths as long as there is space available.
  2. Primary responsibility for producing PhreakNIC falls upon the Board, who will delegate tasks to the Executive Officer, who may create committees for specific tasks.  Paid membership is not required to be on a committee.

VI. Dissolution

  1. The organization may be dissolved only upon adoption of a plan of dissolution and distribution of assets by the Board, that is consistent with the Certificate of Incorporation, with State law, and the meaning of section 501(c)(3) of the Internal Revenue Code.

VII. Conflicts of Interest

  1. Board members shall not use the nonprofit for their own personal gain.
  2. Any conflict of interest on the part of any member of the Organization leadership must be immediately disclosed to the Board.
  3. A Board member with a conflict of interest on a matter being voted upon, must abstain from the vote.
  4. If the number of Board members abstaining from a vote reduces the number below the quorum to vote, and it is an exigent matter, the remaining Board can make an interim decision which must be ratified by the membership at the next monthly membership meeting.

VIII. Amendments to the Bylaws

  1. Amendments to the bylaws may be proposed by the Board at any time, in which case they are voted on by the Board, and pass by a vote of the majority of the active Board. Such amendments must be announced to the nashville2600 root mailing list in a timely manner.
  1. If an amendment is being made to this “Amendments to the Bylaws” section, it must be ratified by the membership at a monthly meeting in order to remain in force.
  1. Amendments may also be proposed by any Eligible Voting Member of the organization. In this case the amendment must be announced via the nashville2600 root mailing list, and read and considered at two (2) membership meetings prior to ratification by the members, to ensure that the entire membership has sufficient advance notice of such amendments prior to ratification. The date for the vote on the amendment must be clearly communicated to the entire membership, via the mailing list.
  2. In the event of a member-suggested amendment, ratification shall be by simple majority vote of the membership present, provided that there is quorum.(See Quorum, section IV(5))
  3. If an amendment is rejected by the membership, the amendment or a sufficiently similar amendment may not be proposed again until at least ninety (90) days have passed.

IX. Definitions