Bylaws

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This is a draft of the Bylaws. It is intended for everyone to have a final say on what the Bylaws are before they are fully ratified. Original sample non-profit bylaws can be found at http://www.suite101.com/content/how-to-write-bylaws-for-nonprofits-a13277 Bylaws are intended to be items that can only change via formal action and vote of the membership, whereas policies and procedures can be changed by the governing body.

Contents

Article I. Name

  1. The name of the organization/agency/group shall be the Knoxville Makers Guild. It may be abbreviated KMG.

Article II. Board of Directors

  1. The Board of Directors (Board) shall serve without pay and consist of (7) members.
  2. The Board Members should be in good faith of the members of the group.
  3. Board members shall serve 1 year terms.
  4. Vacancies shall be filled by the Board, and be approved by majority of the membership should there be any contest to the Board’s decision.
  5. Board members with (3) absences shall dismissed from the Board by decision of the majority remaining members so long as a quorum can be established.

Suggested change:

  1. Board members with at least three absences may be dismissed from the Board by the majority of the remaining Board members so long as a quorum can be established.

Allows flexibility. I wouldn't want the rules to force us to eject good board members because of a family emergency, etc.

Article III. Officers

  1. The members of the board will also serve as officers and terms shall be limited to Board terms.
  2. The officers of the board shall consist of a Chair, Vice-chair, Secretary, and Treasurer nominated by the Board.
  3. (a)The Chair shall preside at all Board meetings, appoint committee members, and perform other duties as associated with the office. (b)The Vice-Chair shall assume the duties of the Chair in case of the Chair’s absence. (c)The Secretary shall be responsible for the minutes of the Board and keep all approved minutes in the wiki. (d) The Treasurer shall keep record of the organization’s budget and prepare financial reports as needed.
  4. Various other duties of each officer position will be detailed in the “Officer Duties and Responsibilities” document.

Article IV. Membership

  1. New membership shall be inducted to the group in the manner listed in the Membership Rules document.
  2. The board reserves the right to have final say who is allowed to have membership.
  3. The board reserves the right to make special arrangements with individuals for membership.
  4. Members shall be expected to adhere to the entirety of the rules laid out in the Membership Rules document.

Article V. Committees

  1. The Board may appoint standing and ad hoc committees as needed.

VI. Meetings

  1. Regular board meetings shall be held at least once a quarter.
  2. Special board meetings may be held at any time when called for by the Chair or a majority of Board members.
  3. Agendas shall be provided at least (7) days in advance.

VII. Voting

A. Board

  1. (a) (2/3) of board members constitutes a quorum. (b) In absence of a quorum, no formal action shall be taken other than to adjourn the meeting to a subsequent date.
  2. Passage of a motion requires a simple majority (ie, one more than half the members present).

=== B. Membership ===

  1. Membership will be allowed to vote upon the topics the board deems membership input is necessary.
  2. The Membership will follow the process set forth in the Membership Rules.

VIII. Conflict of Interest

  1. Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will refrain from discussion and voting on said item.
  2. In the event of conflict of interest preventing a quorum among the board the issue should be passed to current membership for a vote.

IX. Fiscal Policies

  1. The fiscal year of the board shall be January 1st to December 31st.

X. Dissolution

  1. In the event that the organization dissolves, assets may be liquidated to pay off any debt the organization may have accrued.
  2. Members who have loaned items to the organization will be notified via U.S. Mail to pick up these materials. If members cannot be contacted or do not respond within 14 days items loaned to will be treated as a asset of organization.

# What do we do with the rest of the stuff?

XI. Amendments

  1. Amendments to the bylaws can be initiated by any sustaining member.
  2. Proposed amendments shall be given to the Secretary for distribution to the board. A (2/3) vote of Board members present, provided a quorum is present, adds the proposed amendment to the agenda for the next member meeting. The Chair may decide if a special vote is necessary.
  3. These by-laws may be amended by a majority vote of members.
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