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Bylaws of Davis Makerspace
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See original at github.com/DavisMakerspace/doc-bylaws.
- Title : Corporation Bylaws of Davis Makerspace
- Author : James R Holliday, Braden Pellett, Nicholas Weigand, Tim Feldman
- Date : 7 October 2013
- Version : 2.1.20131007
- Table of Contents {:toc}
The name of this corporation is Davis Makerspace (the "Corporation").
The principal office for the transaction of the activities of the Corporation may be established at any place or places within or without the State of California by resolution of the Board.
The board may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to transact its activities.
This corporation is a nonprofit Public Benefit Corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public and charitable purposes.
The purpose of this corporation is to promote, support, and advance technical, scientific, and artistic skills, innovation, and invention through individual and collaborative projects, community building, tool and resource access, education, and mentorship. Towards this purpose the corporation shall engage in charitable, scientific, and educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code.
The specific purpose of the Corporation shall include without limitation:
- Through talks, classes, workshops, collaborative projects, and other activities, to encourage research, knowledge exchange, learning, and mentoring in a safe, clean space.
- Provide educational spaces for teaching practical skills and theory of technology, science, and art.
- Provide work space, tools, and other resources for projects related to art, science, and technology for the betterment of society.
- To create, learn, and teach, individually and as a group, inviting members of the community in the Davis area and the world.
- To develop, support the development of, and provide resources for the development of free and open source software and hardware for the benefit of society.
- Collaboration across disciplines for the benefit of cultural, charitable, and scientific causes.
- To foster, by all legal means, the common purposes of its participants.
- To conduct or engage in all lawful activities in furtherance of the stated purposes or those incidental to them.
The Corporation has been formed under California Nonprofit Corporation Law for the charitable purposes described in [Purposes][], and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office.
The Corporation shall not, except in any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described in [Purposes][]. The Corporation may not carry on any activity for the profit of its Officers, Directors or other persons or distribute any gains, profits or dividends to its Officers, Directors or other persons as such. Furthermore, nothing in [Purposes][] shall be construed as allowing the Corporation to engage in any activity not permitted to be carried on (i) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") or (ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.
The property of the Corporation is irrevocably dedicated to public and charitable purposes. No part of the net income or assets of the Corporation shall ever inure to the benefit of any of its Directors or Officers, or to the benefit of any private person, except that the Corporation is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in [Purposes][] hereof.
Upon the dissolution or winding up of the Corporation, its 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 which is organized and operated exclusively for public and charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Code.
The Corporation shall have no members within the meaning of section 5056 of the California Nonprofit Corporation Law.
Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of incorporation or bylaws, the corporation's activities and affairs shall be managed, and all corporate powers shall be exercised, under the direction of the board.
The board of directors shall consist of at least five (5) but no more than eleven (11) directors unless changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution approved by the [Voting Power][] adopted by the board of directors.
The board of directors, shall be chosen annually at a general meeting called for that purpose. All directors shall serve one year terms and shall hold office until the expiration of the term and until a successor has been elected.
A vacancy or vacancies on the board of directors shall occur in the event of
- the death, removal, or resignation of any director;
- the declaration by resolution of the [Voting Power][] of a vacancy in the office of a director who has been convicted of a felony, declared of unsound mind by a court order, or found by final order or judgment of any court to have breached a duty under California Nonprofit Public Benefit Corporation Law, Chapter 2, Article 3; or
- the increase of the authorized number of directors.
Except as provided below, any director may resign by giving written notice to the chairman of the board, if any, or to the president or the secretary of the board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director's resignation is effective at a later time, the corporation may elect a successor to take office as of the date when the resignation becomes effective. Except on notice to the California Attorney General, no director may resign if the corporation would be left without a duly elected director or directors.
- Any director may be removed, with or without cause, by consensus of the [Voting Power][] at a special meeting called for that purpose, or at a regular meeting, provided that notice of that meeting and of the removal questions are given.
- Any director who does not attend three successive board meetings will automatically be removed from the board without board resolution unless
- the director requests a leave of absence for a limited period of time, and the leave is approved by the [Voting Power][] at a regular or special meeting, or
- the director suffers from an illness or disability that prevents him or her from attending meetings and the board by resolution of the [Voting Power][] waives the automatic, removal procedure of this subsection.
Any reduction of the authorized number of directors shall not result in any director's being removed before his or her term of office expires.
Any action that the board is required or permitted to take may be taken without a meeting if all board members consent in writing to the action; provided, however, that the consent of any director who has a material financial interest in a transaction to which the corporation is a party and who is an "interested director" as defined in Corporations Code section 5233 shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the corporation. All such consents shall be filed with the minutes of the proceedings of the board.
The Corporation shall not pay any compensation to Directors for services rendered to the Corporation as Directors, except that Directors may be reimbursed for expenses incurred in the performance of their duties to the Corporation, in reasonable amounts as approved by the Board.
Also, Directors may not be compensated for rendering services to the Corporation in a capacity other than as Directors, unless such compensation is reasonable and further provided that not more than 49% of the persons serving as Directors may be "interested persons" which, for purposes of this [Fees and Compensation of Directors][] only, means:
- any person currently being compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full or part-time Officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or
- any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
The officers of this corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed under [Appointment of Other Officers][] of these bylaws.
Any number of offices may be held by the same person, except that neither the secretary nor the chief financial officer may serve concurrently as either the president or the chairman of the board.
The officers of this corporation, except any appointed under [Appointment of Other Officers][] of these bylaws, shall be chosen annually at a general meeting called for that purpose. All officers, elected and appointed, shall serve one year terms and shall hold office until the expiration of the term and until a successor has been elected or appointed.
The corporation may appoint and authorize the chairman of the board, the president, or any other officers that the corporation may require. Each appointed officer shall have the title and authority, hold office for the period, and perform the duties specified in the bylaws.
Without prejudice to the rights of any officer under an employment contract, the corporation may remove any officer with or without cause.
Any officer may resign at any time by giving written notice to the board. The resignation shall take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to any rights of the corporation under any contract to which the officer is a party.
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for normal appointments to that office, provided, however, that vacancies need not be filled on an annual basis.
If a chairman of the board of directors is elected, he or she shall preside at all meetings and shall exercise and perform such other powers and duties as the corporation may assign from time to time. If there is no president, the chairman of the board shall also be the chief executive officer and shall have the powers and duties of the president of the corporation set forth in these bylaws.
Subject to such supervisory powers as the corporation may give to the chairman of the board, if any, the president shall be the general manager of the corporation and shall supervise, direct, and control the corporation's activities, affairs, and officers. The president shall preside in the absence of the chairman of the board, or if none, at all meetings. The president shall have such other powers and duties as the bylaws may require.
If the president is absent or disabled, the vice presidents, if any, in order of their rank as fixed by the corporation, or, if not ranked, a vice president designated by the corporation, shall perform all duties of the president. When so acting, a vice president shall have all powers of and be subject to all restrictions on the president. The vice presidents shall have such other powers and perform such other duties as the bylaws may require.
The secretary shall keep or cause to be kept, at the corporation's principal office or such other place as the board may direct, a book of minutes of all meetings, proceedings, and actions of the corporation. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was annual, general, or special, and, if special, how authorized; the notice given; and the names of persons present.
The secretary shall keep or cause to be kept, at the principal California office, a copy of the articles of incorporation and bylaws, as amended to date.
The secretary shall give, or cause to be given, notice of all meetings that these bylaws require to be given. The secretary shall keep the corporate seal, if any, in safe custody and shall have such other powers and perform such other duties as the bylaws may require.
The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation's properties and transactions. The chief financial officer shall send or cause to be given to the public and to directors such financial statements and reports as are required to be given by law or by these bylaws. The books of account shall be open to inspection by any director at all reasonable times.
The chief financial officer shall
- deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the corporation may designate;
- disburse the corporation's funds as the corporation may order;
- render to the president and chairman of the board, if any, when requested, an account of all transactions as chief financial officer and of the financial condition of the corporation; and
- have such other powers and perform such other duties as the bylaws may require.
No director of this corporation nor any other corporation, firm, association, or other entity in which one or more of this corporation's directors are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction with this corporation, unless
- the material facts regarding that director's financial interest in such contract or transaction or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and noted in the minutes, or are known to all members of the board prior to the consideration of such contract or transaction;
- such contract or transaction is authorized in good faith by the [Voting Power][]; and
- the corporation for its own benefit enters into the transaction, which is fair and reasonable to the corporation at the time the transaction is entered into.
This Section does not apply to a transaction that is part of an educational or charitable program of this corporation if it
- is approved or authorized by the corporation in good faith and without unjustified favoritism and
- results in a benefit to one or more directors or their families because they are in the class of persons intended to be benefited by the educational or charitable program of this corporation,
This corporation shall not lend any money or property to or guarantee the obligation of any director or officer without the approval of the California Attorney General, provided, however, that the corporation may advance money to a director or officer of the corporation for expenses reasonably anticipated to be incurred in the performance of his or her duties if that director or officer would be entitled to reimbursement for such expenses by the corporation.
To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees, and other persons described in Corporations Code section 5238(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. "Expenses," as used in this bylaw, shall have the same meaning as in that section of the Corporations Code.
A general meeting open to the public shall be held at least annually at such time and place, and on such notice, if any, as the board may determine. Unless elected by written ballot, directors shall be elected at this meeting. Subject to [Notice][] of these bylaws, any other proper business may be transacted at this meeting provided it is listed on the meeting agenda.
Additional meetings open to the public shall be held at least monthly at such time and place, and on such notice, if any, as the board may determine. Subject to [Notice][] of these bylaws, any proper business may be transacted at this meeting provided it is listed on the meeting agenda.
General meetings shall be held at any place within or outside California designated by the board. In the absence of any such designation, meetings shall be held at the corporation's principal office.
The chairman of the board, if any, or any director, may call a special meeting of the board for any lawful purpose at any time.
A special meeting called by any person entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the chair of the board, if any, or the president or any vice president or the secretary of the corporation. The officer receiving the request shall cause public notice to be given stating that a meeting of the board will be held at a specified time and date fixed by the board.
No business, other than the business that was set forth in the notice of the meeting, may be transacted at a special meeting.
Whenever the [Voting Power][] is required or permitted to take any action at a meeting, a written notice of the meeting shall be given to the general public no less than five (5) days before the meeting. The notice shall specify the place, date, and hour of the meeting, and the means of electronic transmission by and to the corporation or electronic video screen communication, if any, by which the public may participate in the meeting. The notice shall state the matters that the board, at the time notice is given, intends to present for action. The notice of any meeting at which directors are to be elected shall include the names of all persons who are nominees when notice is given.
In order for any proper business item to be transacted at [General Meetings][], it must be listed on the meeting agenda. Subject to the [General Notice Requirements][], any member of the general public may petition for an item to be added to the agenda and any [Eligible Voter][] may require an item be added to the agenda.
Approval of any of the following proposals is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:
- Removing a director without cause;
- Filling vacancies on the board;
- Amending the articles of incorporation; or
- Electing to wind up and dissolve the corporation.
Subject to the California Nonprofit Public Benefit Corporation Law, all persons of the general public shall be entitled to vote at any public meeting on any action brought to a vote provided they have attended at least two (2) of the most recent three (3) public meetings and provided they are not an [Interested Party][] with respect to the action under consideration.
Voting may be by voice or by ballot, except that any election of directors must be by ballot if demanded before the voting begins by any voting person at the meeting.
Each person entitled to vote may cast one vote on each matter submitted to a public vote.
The affirmative vote of all but one (1) of the non-interested [Voting Power][] represented at the meeting, entitled to vote and voting on any matter, shall be deemed an approval by consensus. Every action taken or decision made by a consensus of the [Voting Power][] at a duly held meeting at which a quorum is present shall be an act of the Corporation.
For any decision that is stalled by opposition of a minority of voting persons, a committee chaired by those in opposition shall be charged with the responsibility of assessing the conflict and developing an alternative course of action that better serves the mission of the Corporation. If this is not done within a reasonable time as determined by the board, a two-thirds majority vote shall decide the appropriate course of action.
Each person entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the person's name is placed on the proxy by the person or the person's attorney-in-fact, whether by manual signature, typewriting, facsimile transmission, or otherwise.
Any proxy covering matters for which a public vote is required shall not be valid unless the proxy sets forth the general nature of the matter to be voted on.
No proxy shall be valid after the expiration of 11 months from the date of the proxy, unless provided otherwise in the proxy, except that the maximum term of a proxy shall be three years after the date of execution. A validly executed proxy shall continue in full force and effect until either
- it is revoked by the person executing it, before the vote is cast under that proxy
- by a writing delivered to the corporation stating that the proxy is revoked, or
- by a subsequent proxy executed by that person and presented to the meeting, or
- as to any meeting, by that person's personal attendance and voting at the meeting; or
- written notice of the death or incapacity of the maker of the proxy is received by the corporation before the vote under that proxy is counted. A proxy may not be irrevocable.
This corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising from the officer's, director's, employee's, or agent's status as such.
This corporation shall keep the following:
- Adequate and correct books and records of account;
- Minutes of the proceedings of its board and committees of the board; and
- Minutes of the proceedings of any public meetings.
The minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the two.
This corporation shall keep at its principal California office the original or a copy of the articles of incorporation and bylaws, as amended to the current date, which shall be open to inspection by the public at all reasonable times during office hours. If the corporation has no business office in California, the secretary shall, on the written request of any person, furnish to that person a copy of the articles of incorporation and bylaws, as amended to the current date.
On written demand on the corporation, any person may inspect, copy, and make extracts of the accounting books and records and meeting minutes. Any such inspection and copying may be made in person or by the person's agent or attorney. This right of inspection extends to the records of any subsidiary of the corporation.
Every director shall have the absolute right at any reasonable time to inspect the corporation's books, records, documents of every kind, physical properties, and the records of each subsidiary. The inspection may be made in person or by the director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents,
The board shall cause an annual report to be sent to the directors within 120 days after the end of the corporation's fiscal year. That report shall contain the following information, in appropriate detail:
- The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
- The principal changes in assets and liabilities, including trust funds;
- The corporation's revenue or receipts, both unrestricted and restricted to particular purposes;
- The corporation's expenses or disbursements for both general and restricted purposes;
- Any information required by [Maintenance and Inspection of Articles and Bylaws] of these bylaws; and
- An independent accountants' report or, if none, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation's books and records.
This requirement of an annual report shall not apply if the corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all directors and to any person who requests it in writing. If the board approves, the corporation may send the report and any accompanying material sent pursuant to this section by electronic transmission.
As part of the annual report, or as a separate document if no annual report is issued, the corporation shall, within 120 days after the end of the corporation's fiscal year, annually prepare and furnish to each director a statement of any transaction or indemnification of the following kind:
- Any transaction
- in which the corporation, or its parent or subsidiary, was a party,
- in which an "interested person" had a direct or indirect material financial interest, and
- which involved more than $50,000 or was one of several transactions with the same interested person involving, in the aggregate, more than $50,000. For this purpose, an "interested person" is either
- any director or officer of the corporation, its parent or subsidiary (but mere common directorship shall not be considered such an interest); or
- any holder of more than 10 percent of the [Voting Power][] of the corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.
- Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation under [Indemnification] of these bylaws, unless that indemnification has already been approved under Corporations Code section 5238(e)(2).
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term "person" includes both a legal entity and a natural person.
Attendance of all but one (1) of the directors currently in office shall constitute a quorum for the transaction of any business except adjournment.
Directors may waive participation in a meeting by submitting a notice of written consent. This waiver is only valid for the specified meeting and reduces the number of directors needed to reach quorum for that meeting.
All eligible voters present at a meeting, either in person or represented by a proxy, that choose to participate in a call to vote shall constitute the voting power for the issue under consideration.
The affirmative vote of all but one (1) of the non-interested [Voting Power][] represented at the meeting, entitled to vote and voting on any matter, shall be deemed an approval by consensus. Every action taken or decision made by a consensus of the [Voting Power][] at a duly held meeting at which a quorum is present shall be an act of the Corporation.
Any director or officer of the Corporation is an eligible voter. In addition, all persons of the general public shall be entitled to vote at any public meeting provided they have attended at least two (2) of the most recent three (3) public meetings. Eligibility to vote on a particular action is forbidden if the person is deemed to be an interested party with respect to the action.
An eligible voter shall be deemed an interested party if he or his immediate family is the subject of a vote or if he or his immediate family stands to gain financially from the outcome of the vote.
Any otherwise eligible voter who is an interested party with respect to a particular action called to vote is ineligible to participate in that vote.
The Board may adopt, amend or repeal bylaws. Such power is subject to the following limitations:
- Where any provision of these Bylaws requires the vote of a larger proportion of the Directors than otherwise is required by law, such provision may not be altered, amended or repealed except by the vote of such greater number.
- No amendment may extend the term of a Director beyond that for which such Director was elected.
- Bylaws may only be adopted, amended or repealed subject to a vote by the [Voting Power][] at a [Public Meeting][] for which written notice of such meeting, setting forth the proposed bylaw revisions with explanations therefor, is given in accordance with these Bylaws.