** FOR DISCUSSION PURPOSES ONLY **
** NOTES - This document was pieced together from the bylaws of various nonprofit 501(c)3 makerspaces as well as form1023.org. It has not been reviewed by legal counsel.
The name of the organization shall be ATX Makerlabs, Inc. (“The Corporation”)
ATX Makerlabs, Inc. is a non-profit corporation organized under the laws of the State of Texas and shall be operated exclusively for charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code. The Corporation’s purpose is to promote and encourage technical, scientific and artistic skills through education and through providing access to tools and work spaces.
The Corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the purposes for which the Corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the Corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
Exempt Activities Limitation: Notwithstanding any other provision of these Bylaws, no Director, Officer, employee, member, agent or representative of this Corporation shall take any action or carry on any activity on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future Federal tax code.
Limitation on Activities: No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any campaign on behalf of any political candidate for public office. However, the Corporation may engage in general community advocacy services from an educational and nonpartisan perspective. No part of the net earnings of the Corporation shall inure to the benefit or be distributable to any Director, Officer, member, or other private person, except that the Corporation 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 the Certificate of Formation and these Bylaws.
Distribution Upon Dissolution: Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or 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.
Membership shall be open to any person that supports the purposes of the Corporation, and has not been suspended, expelled, or otherwise disqualified by terms of these Bylaws.
Membership dues shall be set by the Board of Directors.
A member may resign voluntarily by giving notice to a Board member. All rights of a member in the Corporation shall cease on termination of membership.
Membership will terminate upon the Member’s death or incapacity.
Members may be expelled by majority vote of the Board for any of the following reasons:
- Failure to pay membership dues,
- Failure to adhere to the Bylaws and Policies of the Corporation,
- Commision of a criminal act while upon Corporation property or at a Corporation event,
- Failure to maintain a reasonable standard of cleanliness in Corporation facilities,
- Engaging in other conduct materially and seriously prejudicial to the interests or purposes of the Corporation as determined by the Board of Directors.
Any member expelled from the Corporation shall be for a period set by resolution of the Board of Directors after providing the member with reasonable written notice and an opportunity to be heard by the Board of Directors either orally or in writing.
Any person expelled from the Corporation shall forfeit any and all dues already paid.
Regular meetings of the members shall be held at a time and place determined by the members. Meetings will be moderated by the Board of Directors.
A Member may participate and shall be considered present in any meeting called under this Section 3 by telephone, video phone, or similar electronic medium and shall be counted present so long as all attending Members can hear and be heard and their identity can be reasonably verified.
- Each member in good standing shall have one vote, unless removed from voting in accordance with this section.
- Voting may be accomplished by secure electronic means.
- A majority of Voting Members shall constitute a quorum for a valid vote.
- Any member may request to be removed from voting. Such non-voting members shall not be counted in any quorum requirement.
- Any member shall relinquish his voting rights by failing to participate in three (3) consecutive votes. Such members shall not be counted in any quorum requirement.
- Any non-voting member in good standing may become a voting member upon request.
Every act or decision done or made by a majority of Voting Members in accordance with this Section 3 is the act of the members, unless these Bylaws or provisions of law require a greater number.
At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact in accordance with the requirements of law.
The members of this Corporation shall not be personally liable for the debts, liabilities, or obligations of the Corporation.
No member may transfer a membership or any right of membership.
Except as authorized by the Board of Directors, no Member (other than in his or her capacity as a Director or an Officer) has the authority or power to (a) make purchases or transact business in the name of or on behalf of the Corporation, (b) bind or obligate the Corporation, or (c) incur any expenditures on behalf of the Corporation.
The activities, property and affairs of the Corporation shall be managed by its Board of Directors which is empowered to exercise all such powers of the Corporation and to do all such lawful acts and things as are authorized by law, by the Corporation's Certificate of Formation or by its Bylaws. To the extent permitted by law, the Board of Directors may delegate power and authority in the exercise of its duties and responsibilities to its duly appointed committees, and to its duly appointed Officers or other such qualified agents.
Directors shall be members in good standing, and shall be elected by a majority vote of the Members.
The Board of Directors shall consist of not less than three (3) nor more than nine (9) Directors, the precise number to be fixed by resolution of the Board.
Directors shall hold office for a term of one year or until his or her successor shall have been elected and qualified. Directors shall be eligible for reelection for successive terms. A Director may resign at any time by giving written notice to any other Director.
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Quorum. A majority of the Directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the Board. No business shall be considered by the Board at any meeting at which a quorum is not present.
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Majority Vote. Except as otherwise required by law or by the Certificate of Formation, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.
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Participation. Except as required otherwise by law or these Bylaws, Directors may participate in a regular or special meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephone conference call.
Any one or more Directors may be removed with or without cause, at any time by a 2/3 vote of Directors, or by a ⅔ vote of Voting Members following a properly called meeting.
Any Director shall be considered to have resigned his or her position if he or she is absent from three (3) consecutive regular or special meetings of the Board of Directors without explanatory correspondence with and approval from the Board of Directors.
If any vacancy in the Board shall occur due to the death, incapacity, resignation or removal of a Director, the remaining Directors shall continue to act, and any such vacancy may be filled for the remainder of the term by vote of the Members. Vacancies must be filled by the beginning of the next term of the Board seat now vacant, except that if there are less than three remaining Board members, the remaining Board members may appoint one additional Board member to serve the remainder of the term.
The annual meeting of the Board of Directors shall be conducted at a place and time set by resolution of the Board of Directors.
The Board of Directors may hold special meetings as needed at a time and place set by resolution of the Board of Directors.
Special meetings of the Board of Directors may be called by or at the request of any Director also serving as Chief Executive Officer or President, or by any two Directors.
Notice of special meetings shall be given to each Director at least four (4) days prior by any other member of the Board. Such notice may be given by any method as may be designated from time to time by resolution of the Board of Directors, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting.
Notice for a particular special meeting can be waived if a quorum of Directors are present and at the start of the special meeting the Directors unanimously vote to waive such notification. Otherwise, no business shall be considered by the Board of Directors and the only motion which the Chairperson shall entertain at such meeting is a motion to adjourn.
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, chosen by consensus of the Board.
The Secretary of the Board will be chosen by consensus of the Board to record and provide meeting minutes of the Board, and to place such minutes in the corporate records.
Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the Board of Directors to use email to approve actions, as long as a quorum of Board members gives consent. A copy of any such action shall be placed in the corporate records.
The Board of Directors may appoint by resolution Officers that perform regular management of the Corporation. Any member in good standing shall be qualified to be appointed as an Officer of the Corporation.
The President shall not also be appointed as Secretary.
The duties performed by Officers will be determined by the Board of Directors.
Officers shall hold office until:
- The next annual meeting of the Board of Directors;
- The Officer resigns; or
- The Officer is dismissed by the Board of Directors.
Resignations are effective upon fulfillment of all obligations to the date of withdrawal and shall be given in writing to the Board of Directors.
Dismissals are effective immediately.
Each Director or Officer shall, prior to assuming his or her position and upon each re-election, shall disclose in writing to the Executive Director and/or the Chair of any committee on which he or she serves, a list of all businesses or other organizations of which he or she is an Officer, member, owner or employee, or for which he or she acts as an agent, with which the Corporation has, or might reasonably in the future enter into, a relationship or a transaction in which the member would have conflicting interests.
At such time, if any matter should come before the Board or any committee thereof in such a way as to give rise to a conflict of interest, the affected member shall make known the potential conflict and, if advisable, withdraw from the meeting for so long as the matter shall continue under discussion, except to answer any questions that might be asked of him or her. Should the matter be brought to vote, the affected member shall not participate in the voting. In the event that, when advisable, he or she fails to withdraw voluntarily, the Chair shall require that he or she remove himself or herself from the room during the discussion and voting on the matter.
Notwithstanding the above, the affected member shall bring to the attention of the Executive Director and/or Chair of the Board any business transaction involving such a conflict of interest and, furthermore, comply with any Conflict of Interest Policy, separately drafted from these Bylaws and adopted by the Board.
Except as otherwise provided by resolution of the Board or Board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the Corporation shall be executed on its behalf by the treasurer or other persons to whom the Corporation has delegated authority to execute such documents in accordance with policies approved by the Board.
The fiscal year of the Corporation commences on the first day of January and ends on the last day of December.
All funds of the Corporation will be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board.
The Board of Directors may accept on behalf of the Corporation any gift, donation, bequest, or device for the nonprofit purposes of this Corporation.
No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board. Such authority may be general or confined to specific instances.
The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its Board of Directors, a record of all actions taken by Board of Directors without a meeting, and a record of all actions taken by committees of the Board. In addition, the Corporation shall keep a copy of the Corporation’s Certificate of Formation and Bylaws as amended to date. The Corporation shall make all books and records of the Corporation available for inspection by any interested party for any proper purpose at any reasonable time by written request.
Except as may be otherwise provided under provisions of law, the Board of Directors may by resolution authorize the purchase and maintenance of insurance on behalf of any agent of the Corporation (including Directors, Officers, members, employees or other agents of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Certificate of Formation, these Bylaws or provisions of law.
The Corporation is committed to a policy of equal opportunity. The Corporation shall comply with applicable laws and regulations regarding employment and shall ensure that there will be no discrimination on the basis of race, color, religion, gender, sexual orientation, national origin, age, disability. ancestry or any other legally prohibited basis in its selection of Directors, Officers, employees or agents, applicants for employment, grant recipients or members. The Board of Directors and all Officers and employees are required to implement this policy.
The Corporation shall provide its IRS forms 990, 990-T, 1023, bylaws, and financial statements to the general public for inspection free of charge. It may do so by publishing the documents on its internet website be viewed and inspected by the general public.
These Bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority vote of the Board, provided that, no amendment shall be made to these Bylaws which would cause the Corporation to cease to qualify as an exempt corporation under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future Federal tax code; and all amendments be consistent with the Certificate of Formation.
I do hereby certify that the above stated Bylaws of ATX Makerlabs, Inc. were accepted and approved by the Board of Directors of ATX Makerlabs, Inc. on the following date _______________________ and constitute a complete copy of the Bylaws of the corporation.
Signature __________________________________________
Printed name_______________________________________
Title ______________________________________________