Lansing Makers Network

Bylaws

April 17th, 2012

Adopted: April 23rd, 2012

Amended: October 3rd, 2016


Contents

I

Name

II

IRS Section 501(c)(3) Purposes

III

Office

IV

Purpose

V

Construction

VI

Membership

VI.1 Determination of Members

VI.2 Other Persons Affiliated With Corporation

VI.3 Qualification of Membership

VI.4 Admission of Members

VI.5 Membership Dues and Fees

VI.5.1 Dues

VI.5.2 Fees

VI.5.3 Modification

VI.5.4 Scholarships

VI.6 Number of Members

VI.7 Non-liability of members

VI.8 Non-transferability of Membership

VI.9 Termination of Membership

VI.10 Rights of Membership

VI.10.1.Voting

VI.10.2 Proposals

VI.11 Modification

VII

Board of Directors

VII.1 Number and Qualifications of Directors

VII.2 Powers of the Board

VII.3 Electing Directors

VII.3.1 Elections

VII.3.2.Terms

VII.3.3 Resignation

VII.3.4 Impeachment

VII.3.5 Vacancy

VII.4 Non-liability of Directors

VII.5 Compensation

VII.6 Founding Directors

VIII

Officers

VIII.1 Designation of Officers

VIII.2 Qualifications

VIII.3 Election

VIII.4 Removal and Resignation

VIII.5 Vacancies

VIII.6 Standing Offices

VIII.6.1 President

VIII.6.2 Secretary

VIII.6.3 Treasurer

VIII.7 Compensation

IX

Execution of Instruments, Deposits, and Funds

IX.1 Execution of Instruments

IX.2 Checks and Notes

IX.3 Deposits

IX.4 Gifts

X

Voting

X.1 Members

X.2 Board of Directors

XI

Insurance

XII

Reports

XII.1 Annual Reports

XII.2 Rights of Inspection

XIII

Maintenance of Corporate Records

XIV

Dissolution

XV

Amendment of Bylaws

XV.1 Notice

XV.2 Approval

XVI

Precedence and Severability

XVI.1 Precedence

XVI.2 Severability


Article I. Name

The name of this organization is Lansing Makers Network and is hereafter referred to as the Corporation.

Article II. IRS Section 501(c)(3) Purposes

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

Article III. Office

The principal office of Lansing Makers Network is in DeWitt, Michigan, in the county of Clinton.

Article IV. Purpose

The specific objectives and purposes of the Corporation shall be to:

  1. maintain shared workspace, tools, storage, and other resources for use by members on projects related to art, science, and technology to facilitate members' personal growth in these fields, and encourage members to share their projects for the betterment of society;
  2. actively engage the local community through educational talks, classes and workshops on topics related to art, science, and technology, including training on the use and safety of shared tools;
  3. develop, support the development of, and provide resources for the development of free and open source software, hardware, and media for the benefit of society;
  4. encourage the environmentally responsible use, reuse, and repair of technology, through education and research;
  5. cultivate local entrepreneurship in the fields of art, science, and technology;
  6. encourage the exchange of knowledge on local, national, and global levels through conferences, collaborative projects, and other activities;
  7. create and perpetuate a community and culture to support the purposes of the Corporation; and to
  8. conduct or engage in all lawful activities in furtherance of the stated purposes or those incidental to them.

Article V. Construction

Lansing Makers Network is organized upon a membership basis.

Article VI. Membership

        VI.1  Determination of Members

The Corporation shall have one class of member. No member shall hold more than one membership in the Corporation. Except as expressly provided in or authorized by the articles of incorporation, the bylaws of the Corporation, or provisions of law, all memberships shall have the same rights, privileges, restrictions, and conditions.

        VI.2  Other Persons Affiliated With Corporation

The Corporation may refer to other persons or entities associated with it as "members," even though those persons or entities are not voting members as set forth in this Article IV of these bylaws, but no such reference shall constitute anyone as a member within the meaning of the Michigan Nonprofit Corporation Act of 1982 unless that person or entity shall have been qualified and admitted for a voting membership under Article VI.3 and Article VI.4 of these bylaws.

VI.3  Qualification of Membership

Members are those individuals associated with Lansing Makers Network who meet the qualifications and  remit all associated fees and dues set forth for membership as determined by the Board.

VI.4 Admission of Members

Applicants shall be admitted to membership upon certification by the Board that the following requirements have been met:

  1. Payment in full of dues and fees required; and
  2. Completion of a membership application.

VI.5  Membership Dues and Fees

VI.5.1 Dues.

  1. Dues are recurring charges to be paid by members.  
  2. The amount of Dues and their respective frequency shall be recommended by the Board and approved by the voting membership.
  3. Dues are payable in advance to the treasurer by the first day of the membership period.
  4. Dues for partial membership periods may be prorated at the discretion of the treasurer.

VI.5.2 Fees

  1. Fees are non-recurring charges to be paid by members to compensate for costs incurred by members’ activities.
  2. The amount of and description of Fees shall be determined and fixed by the Board.
  3. Fees are payable and due in a manner and time as determined by the Board.
  4. All fees shall be administered by the Corporation.  No member shall directly collect fees from members for use of equipment consigned to the Corporation for use by members.

VI.5.3 Modification.

Modification or establishment of Fees and Dues shall never be retroactively effective.

VI.5.4 Scholarships

  1. The Board may establish discounts, scholarships, or other programs and reduce or waive these dues or fees for some members accordingly.  
  2. No discount programs or other modification of dues shall be enacted which are counter to the organizations goals of inclusion and diversity.

        VI.6 Number of Members

                There shall be no limit on the number of members the Corporation may admit.

VI.7 Non-liability of Members

A member of the Corporation is not, as such, personally liable for the debts, liabilities, or obligations of the Corporation.

        VI.8 Non-transferability of Membership

No member may transfer a membership or any right arising therefrom. All rights of membership shall cease upon the member's termination as defined by Article VI.9.

VI.9 Termination of Membership

A membership shall terminate:

  1. Upon written notice provided by the member delivered to the president, secretary or their designee as assigned by the Board.  Such termination shall be effective on the date of receipt by the Corporation.
  2. Upon a failure to renew his or her membership by paying dues and fees as required on or before their due date. Such termination is effective thirty (30) days after a notification of delinquency is transmitted to the member by the secretary of the Corporation or their designee as assigned by the Board. Any access provided by membership shall be suspended immediately upon delinquency. A member may avoid such termination by paying the amount of delinquent dues and fees within a thirty (30) day period following the member's receipt of the notification of delinquency.
  3. Upon a member’s failure to comply with rules and policies of the Corporation, the Board may expel a member as determined by a  majority vote. The Board shall provide the member a reasonable opportunity to be heard either orally or in writing. Any person expelled from the Corporation shall receive a prorated refund of dues already paid for the current dues period.
  4. Upon death of the member.

VI.10 Rights of Membership

VI.10.1 Voting

  1. A member may choose to abstain from voting on a case-by-case basis.
  2. Each member is entitled to exactly one (1) vote in any matter requiring the vote of all members, namely but not exclusively:
  1. elections of the Board of Directors,
  2. approval of dues,
  3. amendment of bylaws, or
  4. member proposals.

VI.10.2 Proposals

Members may submit proposals to amend bylaws or other governing documentation, overturn Board Measures, or call into question the actions of any Director. Proposals must have at least three sponsoring members before being submitted to a vote.

  1. Proposals to overturn Board Measures:
  1. must be submitted within 24 hours of notice of the measure’s ratification provided by the Board, during which time such measure shall not be enacted.
  2. shall block the 24-hour enactment of a Board Measure if fully sponsored and submitted.
  3. must be voted on within three (3) days of submission by a quorum of members as defined in Article X.1.
  1. Proposals passed by the membership shall become Member Measures.
  2. Member Measures shall take precedence over Board Measures.

VI.11 Modification

The rights of members may not be altered, nullified, or otherwise changed by the Board or any other body except by amendment of the bylaws.

Article VII. Board of Directors

VII.1 Number and Qualifications of Directors

  1. The Board of Directors shall consist of at least five (5) elected Directors.  The exact number of directors shall be fixed by a resolution adopted by the Board.
  2. The board of directors shall be made up of two classes of directors:
  1. Elected Directors
  1.  are elected by the membership.
  2. must be current members of the Corporation, in good standing.
  3. must have no financial conflicts of interest with the Corporation.
  1. Appointed Directors
  1. are appointed by a 2/3 majority vote of the elected Directors to engage the community, expand the qualifications and experience of the board and/or otherwise improve the effectiveness of the Board of Directors.
  2. must have no financial conflicts of interest with the Corporation.
  3. serve at the pleasure of the Board of Directors and may be removed at any time, for any reason by a majority vote the elected Directors.
  1. The board shall ensure that the majority of the board membership consists of elected directors.
  2. Except as outlined above, appointed directors shall have the same rights and responsibilities as any other board member.

VII.2 Powers of the Board

  1. The Board is endowed with the duty and power to decide upon any matter concerning the execution of the purpose of this organization including but not limited to:
  1. fundraising,
  2. grant writing,
  3. maintenance of internal data, metrics, and other matters.
  1. The powers of the Board also include matters of rent, utilities, liability insurance, event insurance, and legal culpability.

VII.3 Electing Directors

VII.3.1 Elections

The date, place and method of election shall be finalized and announced not less than one month before the election is to take place.

VII.3.2 Terms

  1. Directors shall be granted a term of thirty-six (36) months from the date of the election.
  2. Terms shall be staggered such that at least one (1) Director seat is elected in a given year.

VII.3.3 Resignation 

A Director must give written notice of their intent to resign at least 30 days before the date of their resignation.

                VII.3.4 Removal / Impeachment

  1. Any Director may be called before the membership or board of directors to be examined for perceived incompetence, fraud, misrepresentation, non-payment of membership dues, chronic absenteeism, or negligence of duties.
  2. Removal by Membership
  1. If a Director is found to be impeachable, he or she may be removed from his or her position by a majority vote of the members.
  2. Any member of the Corporation, with at least two co-sponsors, may submit a petition calling the performance of any Director into question at any time.
  1. Removal by Board of Directors
  1. If a director is found to be impeachable by a majority vote of the directors, he or she may be removed from his or her position by a majority vote of the Directors.

VII.3.4 Impeachment

  1. Any Director may be called before the membership to be examined for perceived incompetence, fraud, misrepresentation, non-payment of membership dues, chronic absenteeism, or negligence of duties.
  2. If a Director is found to be impeachable, he or she may be removed from his or her position by a majority vote of the members.
  3. Any member of the Corporation, with at least two co-sponsors, may submit a petition calling the performance of any Director into question at any time.

VII.3.5 Vacancy

  1. In the event that a vacancy should arise within the Board of Directors during a term, the remaining Directors may unanimously appoint a consenting member to take over the duties of that director.
  2. In the event a vacancy results in a number of Directors less than defined in Article VII.1.1 the Board shall be required to fill the vacancy post-haste.
  3. Any Director appointed by the Board:
  1. shall act in continuance of the original Director’s term of office.  No Director shall serve longer than defined in Article VII.3.2 without election.
  2. shall not automatically inherit any Officer position held by the original Director.

VII.4 Non-liability of Directors

The directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

VII.5 Compensation

Directors shall receive no compensation from the Corporation in return for their service as Directors of the organization.

VII.6 Founding Directors

  1. A Founding Director shall be defined as a Director serving during initial ratification of these bylaws.
  2. A Founding Director shall serve for a term not less than three (3) years and not greater than five (5) years.
  3. Individual Founding Directors’ terms, as necessary to establish staggered elections as defined in VII.3.2.2, will be determined by the Board.
  4. Article VII.6 of these bylaws shall automatically expire five (5) years after initial ratification of these bylaws.

Article VIII. Officers

        VIII.1 Designation of Officers

The Officers of the Corporation shall be a president, a secretary, and a treasurer. The Board may create, fill, and destroy offices by Board Measure, except those Officers explicitly defined in the Bylaws.

VIII.2 Qualifications

Officers may be any living person with no financial conflicts of interest in the Corporation.

VIII.3 Election

  1. Officers shall be elected by the Board, at any time.
  2. Each officer shall hold office until:
  1. he or she resigns, or
  2. is removed, or
  3. is otherwise disqualified to serve, or
  4. his or her successor shall be elected and qualified.

VIII.4 Removal and Resignation

  1. Any officer may be removed, either with or without cause, by the Board, at any time.
  2. Any officer may resign at any time by giving written notice to the Board or to the president or secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
  3. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board relating to the employment of any officer of the Corporation.

VIII.5 Vacancies

  1. Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board.
  2. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the Board shall fill the vacancy.
  3. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.

VIII.6 Standing Offices

VIII.6.1 President

The president shall be the chief executive officer of the Corporation and, subject to the control of the Board, shall:

  1. supervise and control the affairs of the Corporation and the activities of the officers;
  2. perform all duties incident to his or her office;
  3. perform such other duties as may be required by law, by the articles of incorporation or by these bylaws;
  4. perform all duties which may be prescribed from time to time by the Board;
  5. preside at all meetings of the Board and at all meetings of the members or designate a Director to preside; and
  6. except as otherwise expressly provided by law, by the articles of incorporation or by these bylaws, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board.

VIII.6.2 Secretary

The secretary shall:

  1. certify and keep at the principal office of the Corporation the original, or a copy, of these bylaws as amended or otherwise altered to date;
  2. keep at the principal office of the Corporation or at such other place as the Board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof;
  3. see that all notices are duly given in accordance with the provisions of these bylaws or as required by law;
  4. be custodian of the records;
  5. keep at the principal office of the Corporation or at other such place as the Board may determine, a book containing the name and address of each and any members, and, in the case where any membership has been terminated, shall record such fact in the membership book together with the date on which such membership ceased;
  6. exhibit at all reasonable times to any director of the Corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the Corporation;
  7. in general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of incorporation or by these bylaws, or which may be assigned to him or her from time to time by the Board.

VIII.6.3 Treasurer

The treasurer shall:

  1. have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board;
  2. receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever;
  3. disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board, taking proper vouchers for such disbursements;
  4. keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
  5. exhibit at all reasonable times the books of account and financial records to any director of the Corporation, or to his or her agent or attorney, on request therefore;
  6. render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation;
  7. prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports; and
  8. in general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the articles of incorporation of the Corporation or by these bylaws, or which may be assigned to him or her from time to time by the Board.

VIII.7 Compensation

Officers shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

Article IX. Execution of Instruments, Deposits, and Funds

IX.1 Execution of Instruments

  1. The Board, except as otherwise provided in these bylaws, may by Board Measure authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
  2. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

IX.2. Checks and Notes

Except as otherwise specifically determined by Board Measure, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the treasurer and countersigned by the president of the Corporation.

IX.3 Deposits

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.

IX.4 Gifts

The Board may accept on behalf of the Corporation any contribution, gift, bequest, or device for the nonprofit purposes of the Corporation.

Article X. Voting

X.1 Members

  1. Except as explicitly defined otherwise in these Bylaws, voting matters placed before the membership must be approved by a simple majority to pass.
  2. Each member has one (1) vote equal to that of any other member.
  3. In any matter requiring a quorum of members, a quorum shall be defined as a the lesser of the majority of all members eligible to vote or 25 members.
  4. A proposal passed by the membership becomes a Member Measure.

X.2 Board of Directors

  1. Except as explicitly provided otherwise in these Bylaws, voting matters placed before the Board of Directors must be approved by a simple majority vote to pass.
  2. Each Director has one (1) vote equal to that of any other member in matters requiring the vote of all members.
  3. Each Director has one (1) vote equal to that of any other Director in matters requiring the vote of all Directors.
  4. A proposal passed by the Board becomes a Board Measure.

Article XI. Insurance

The Corporation shall put forth a bona fide effort to maintain continuous liability insurance.

Article XII. Reports

XII.1 Annual Reports

The Corporation shall file annual reports as required by law.

XII.2 Rights of Inspection

In the interest of transparency, annual and quarterly reports shall be made available to members of the public upon request. The Corporation may charge a nominal fee to cover its cost in providing such records.

Article XIV. Dissolution

Upon the dissolution of the Corporation, assets 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 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 Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.  

Article XV. Amendment of Bylaws

        XV.1 Notice

Notice of any proposal to amend, repeal or alter these bylaws shall be made not less than 30 days prior to the date of the meeting to vote on the proposal.

        XV.2 Approval

These bylaws may be altered, amended or repealed and new bylaws adopted subject to approval by 2/3 majority of the members.

Article XVI. Precedence and Severability

        XVI.1 Precedence

In the event of any conflict between the provisions of these bylaws and the articles of incorporation of the Corporation, the provisions of the articles of incorporation shall govern.

        XVI.2 Severability

In the event that any of the above clauses are found illegal or otherwise unenforceable in any jurisdiction, that alone shall not affect the applicability of any other clause in that jurisdiction, or the applicability of that or any other clause in any other jurisdiction.

Lansing Makers Network -- Bylaws [Amended 10/3/2016]