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By law, this is the core governing document of HacDC.
Amendments are handled as specified in Article VII: Amendments
These Bylaws were approved by the incorporators on May 17, 2008 after
consulting with prospective charter members.
## Article I: Why We Exist
### Section 1: General Purposes
Said corporation is organized 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 mission of the corporation is to improve the world
by creatively rethinking technology.
### Section 2: Specific Purposes
Subject to and within the limits of Section 1, the corporation shall:
- Build and maintain spaces suitable for technical and social
collaboration.
- Collaborate on all forms of technology, culture and craft in new and
interesting ways.
- Apply the results of its work to specific cultural, educational,
charitable and scientific causes.
- Freely share its research and discoveries, using what is learned to
teach others.
- Recruit and develop talented members dedicated to these purposes.
## Article II: Who We Are
### Section 1: Designation of Membership Class
HacDC has a single membership class with voting rights.
### Section 2: Voting Membership Class Qualifications
Any person who supports the purposes laid out in Article I of these
bylaws is qualified to become a member.
### Section 3: Voting Membership Class Election
The [standing rules](Standing_Rules "wikilink") shall specify procedures
for inducting new members. For purposes of these bylaws, all persons
listed as initial directors on the Articles of Incorporation shall be
considered the initial voting members.
### Section 4: Voting Membership Dues
The amount, payment period, due date and acceptable methods for
collection of dues shall be reviewed each year at the annual meeting,
and shall be specified in the [standing
rules](Standing_Rules "wikilink").
### Section 5: Voting Membership Rights and Responsibilities
Each voting member shall have an equal right to voice their opinion and
vote their preference or abstain from voting in the affairs of the
corporation. Each voting member shall exercise only one vote for each
decision before the corporation. Each voting member shall have
reasonable inspection rights of corporate records. Each voting member
shall be responsible for timely payment of dues, providing their current
address, contact information, and preference for electronic receipt of
communications. Each voting member is responsible for continuing to
support the purposes of the corporation.
### Section 6: Voting Membership Resignation and Termination
*The paragraph in italics below was accepted in [January
2017](Annual_Meeting_2017#Bylaws_Amendments "wikilink").*
Any voting member may resign by filing a resignation with any Minister.
Resignation shall not relieve a voting member of unpaid dues or other
monies owed. Voting membership shall be suspended for non-payment of
dues by the Treasurer after a period of three (3) months. Any suspended
voting member may restore their membership as shall be specified in the
[standing rules](Standing_Rules "wikilink"). Voting membership may also
be terminated for any reason by written petition signed by more than
three quarters (3/4ths) of the voting members.
*For substantial cause, the Board of Directors may indefinitely suspend
a member's access to the space by a 2/3 majority vote of the board. By
voting at an official meeting with quorum, members may reinstate or
suspend, access or membership, for any member whose access has been
suspended by the board. The board may suspend the access of no more than
two members per month via this procedure. Access to the space may not be
re-suspended by the Board of Directors for the same actions or
incidents. Explanation of such suspensions must be submitted
electronically to all members.*
## Article III: How we meet
### Section 1: Regular Meetings
Regular meetings of voting members shall be held as designated in the
[standing rules](Standing_Rules "wikilink").
### Section 2: Annual Meetings
An annual meeting of all members shall take place sometime in January,
February or March. The President shall select the date, time and place
no later than January 31 of each year. The date, time and place of the
annual meeting must be posted in the registered office and submitted to
members electronically at least two weeks prior to the annual meeting. A
petition signed by more than three quarters (3/4ths) of voting members
and submitted to the Board of Directors before Valentine's Day may
specify a new date, time and place for the annual meeting. At the annual
meeting, the voting members shall elect the Board of Directors, review
and vote on the [standing rules](Standing_Rules "wikilink") and policies
of the corporation, receive reports on the activities of the
corporation, approve the budget and determine the direction of the
corporation in the coming year.
### Section 3: Special Meetings
A petition presented to all voting members and approved by one half
(1/2) of voting members may call a special meeting. Such a petition must
include the date, time, place and agenda of the special meeting.
Notification of the result of the petition shall be presented to all
members prior to the meeting.
### Section 4: Quorum
At a duly called meeting, at least 25% (one quarter) of the entire
voting membership shall constitute a quorum.
This value was lowered from 50% by Bylaws Amendment 1: Revise Quorum.
### Section 5: Voting
When a quorum is present, all issues, except when otherwise specified in
these bylaws, shall be decided by affirmative vote of more than 50% (one
half) of the voting members present.
### Section 6: Conduct of Meetings
The conduct of all meetings shall follow the rules of order as specified
in the [standing rules](Standing_Rules "wikilink").
## Article IV: The Officers
### Section 1: Role, Number, Qualification, Term and Compensation
There shall be four officers, a President, a Vice President, a Secretary
and a Treasurer. Each officer must be a voting member and each officer
shall serve from the time of their election until their successor is
elected and qualifies. No officer may serve more than 3 consecutive
terms. No officer shall be compensated for their service as an officer,
though the corporation may provide insurance and indemnity for officers
as allowed by law.
### Section 2: Duties of the President
The President shall preside over all meetings or designate an alternate,
attempt to achieve consensus in all decision-making, ensure the
membership is informed of all relevant issues, and serve other duties of
a President as required by law or custom.
### Section 3: Duties of the Vice President
The Vice President shall be primarily responsible for the information
systems and communication processes of the corporation and serve all
other duties of a Vice President as required by law or custom, including
acting when the President is unable or unwilling to act.
### Section 4: [Duties of the Secretary](Duties_of_the_Secretary "wikilink")
The Secretary shall be responsible for maintaining membership and
corporate records and for serving all other duties of a Secretary as
required by law or custom.
### Section 5: Duties of the Treasurer
The Treasurer shall serve as custodian of corporate funds, collect dues,
present a financial report at each regular and annual meeting, assist in
the preparation of the budget, make financial information available to
members and the public, and serve all other duties of a Treasurer as
required by law or custom.
### Section 6: Duties of the Officers as whole to provide an Annual Report
The Officers must provide an annual report. The report shall chronicle
the activities of the corporation, including specific narratives on the
corporation's work, the corporation's annual financial statements,
relevant legal filings, and relevant copies of the organization's
district and federal tax returns.
### Section 7: Officers are Directors
The Officers shall also serve as bona-fide directors on the Board of
Directors. Election, resignation, removal and vacancies of the Officers
are handled in accordance with procedures laid out in Article V.
## Article V: The Board of Directors
### Section 1: Role, Size, Term and Compensation
The board of directors shall consist of the four Officers as defined in
Article IV and two at-large directors, all of whom are considered
directors for the purposes of this article. All directors must be voting
members of the corporation. Each director shall serve from the time of
their election until their successor is elected and qualifies. No member
may serve more than 3 consecutive terms on the board of directors. No
director may be compensated for their service as a board member, though
the corporation may provide insurance and indemnity for board members as
allowed by law.
### Section 2: Meetings
The Board of Directors shall meet when necessary, provided all voting
members receive notice sent electronically at least five business days
prior to the meeting. All voting members may attend a meeting of the
board of directors. The notice shall give the time, place, reason for
calling the meeting and the agenda for said meeting. Notices shall be
conspicuously posted at the registered office and electronically
distributed to all members at least five business days prior to a
meeting. Minutes shall follow the [standing
rules](Standing_Rules "wikilink") for meetings as approved at an annual
meeting. Minutes of each board meeting shall be conspicuously posted at
the registered office and electronically distributed to members within
48 hours. Minutes shall be considered approved when signed by all board
members in attendance.
### Section 3: Elections
Each member present shall be given an opportunity to be a candidate for
each officer position and each at-large director position on the board.
If there is more than one candidate for an officer position, the
candidate which obtains the highest number votes from voting members
present shall be elected. In the event of a tie, the election is decided
by coin flip. If there are no candidates for an officer position, the
outgoing officeholder may, if eligible, elect to serve another term. If
more than two members are candidates for at-large director, each voting
member present shall rank the candidates. The two candidates obtaining
the highest preferences from voting members present shall be elected.
### Section 4: Quorum
Two-thirds of board members at a duly called board member meeting shall
constitute a quorum.
### Section 5: Voting
All issues, except when otherwise specified in these bylaws, shall be
decided by affirmative vote of more than half of the directors present
at a duly held meeting.
### Section 6: Resignation, Termination and Vacancies
Any officer or director may resign by filing a written or electronic
resignation with the Secretary or two other board members. An officer or
at-large director may be terminated in their role by written petition
signed by more than two-thirds (2/3rds) of the voting membership.
Vacancies on the board shall be filled at the next regular meeting using
the applicable process outlined in Section 3.
## Article VI: Committees
On or before September 30, the members shall nominate and approve an
audit committee consisting of three voting members who are not members
of the board of directors and have not served as a director for 180 days
prior to appointment. The audit committee shall have full inspection
rights to the affairs and documentation of the corporation. No audit
committee shall be convened if the corporation has fewer than nine
voting members.
## Article VII: Amendments
These bylaws may be amended only when an amendment proposal petition is
approved at a membership meeting and signed by more than three quarters
(3/4ths) of voting members. Notice of such petition must be submitted
electronically to all members.
[Category:HacDC_Docs](Category:HacDC_Docs "wikilink")