Bylaws

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Article 1: Purpose

Section 1: General Purposes

The purpose of this corporation is to promote and encourage technical, scientific, and artistic skills through individual projects, social collaboration, and education.

Section 2: Specific Purposes

Subject to and within the limits of Section 1, and the provisions of the corporation's Certificate of Incorporation, we will advance our purposes through the following activities:

  1. Through talks, classes, workshops, collaborative projects, and other activities, to encourage research, knowledge exchange, learning, and mentoring in a safe, clean space.
  2. Provide educational spaces for teaching practical skills and theory of technology, science, and art.
  3. Provide work space, storage, and other resources for projects related to art, science, and technology that will benefit the individual members' personal growth in their fields of interest, encouraging the individual members to share their projects and knowledge for the betterment of society through art, science and technology.
  4. To create, learn, and teach, individually and as a group, inviting members of the community in the New York City area and the world.
  5. 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.
  6. Collaboration across disciplines for the benefit of cultural, charitable, and scientific causes.
  7. To foster, by all legal means, the common purposes of its participants.

Article 2: Membership

Section 1: Definition of Membership

While anyone associated with the group maybe considered a "community member", the word "member" as used in these by-laws refers to official members of the organization within the meaning of Section 601 of the Not-for-Profit Corporation Law, who was an incorporator or who has been admitted under these by-laws.

Section 2: Classes of Membership

There is only one class of membership. All members in good standing have the same rights and responsibilities by virtue of their membership.

Section 3: Qualifications for Membership

Any natural person who supports the purposes of the corporation as laid out in the certificate of incorporation and these by-laws is qualified to become a member. A membership application must be moved by two members in good standing and may be approved by a vote of the members.

Section 4: Dues and Fees

Each member must pay, within the time and on the conditions set by the board, the dues, fees, and assessments in amounts to be fixed from time to time by the members.

A member may apply for and the board may agree to a different individual payment schedule.

Reduced dues may be set for members who are students, unemployed, or underemployed, or similarly situated. The criteria for reduced dues are set by a decision of the members. The board decides whether a member is eligible for reduced dues. The board's decision may be overruled by a decision of the members.

The members may decide to levy fees and assessments in connection with the use of the corporation's facilities, equipment or services, to set reduced rates for certain groups, and to specify terms of payment and use, or to authorize the board to do so within guidelines adopted by the members.

Section 5: Rights and Responsibilities

Members in good standing have an equal right to attend and vote at meetings, run in corporate elections, and to use the corporation's facilities and equipment, subject to reasonable rules and limits adopted by the members or the board. Members must pay dues, observe the corporation's by-laws and rules, take good care of facilities and equipment and participate in the activities and affairs of the corporation.

Anyone who uses potentially dangerous facilities or equipment owned or provided by the corporation or located in the corporation's premises shall sign a waiver of liability drafted by the board.

The members may continue to make rules for limiting the access of individual members to use the corporation's facilities and equipment under urgent or extraordinary circumstances, pending a decision on termination of membership.

Section 6: Members in Good Standing

Members who have paid the required dues, fees, and assessments in accordance with these by-laws and who are not suspended shall be members in good standing, and entitled to vote.

Members who are more than 10 days late on payment of dues, fees or assessments are automatically suspended and may not vote. The outcome and effect of votes shall not be questioned based on the vote of a member who was suspended, but whose membership was not terminated.

Section 7: Termination of Membership

Membership shall terminate on occurrence of any of the following events:

  1. Resignation of the member;
  2. The member's failure to pay dues, fees, or assessments within 30 days after they are due;
  3. Any event that renders the member ineligible for membership, or failure to satisfy membership qualifications; or
  4. Termination of membership on the good faith determination by the board or the members, or a committee or person authorized by the board or the members to make such a determination, that the member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the corporation's purposes and interests.

Termination of membership by resignation is effective when the period covered by dues already paid expires. A member may also resign with immediate effect, but is not entitled to a refund of dues already paid.

Termination of membership due to failure to pay dues, fees or assessments is self-executing and automatically effective

(i) 60 days after the period for which dues have been paid has lapsed, for failure to pay dues or

(ii) 30 days after fees or assessments are due, for failure to pay fees or assessments,

or when otherwise effected by the board or a decision of the members.

A former member must make immediate arrangements to resolve the practical implications of termination, according to procedures adopted by the members or the board. No act, omission or failure by the corporation may prejudice the requirement of former members to fulfill their obligations under the corporation's Bylaws or rules.

Termination for any other reason is effected by a decision of the members following a determination and recommendation by the board or the members, or a committee or person authorized by the board or the members to consider the matter.

The termination of the membership of a member who is an officer or director of the corporation shall simultaneously result in the removal of that member from the offices and/or directorship he or she holds, and the board shall take care that an election is held for the vacant office or directorship.

Each member is solely responsible for maintaining his or her membership in good standing, including observing these by-laws and the rules of the corporation and the payment of dues, fees, or assessments. No act, omission or failure by the corporation shall prejudice the power of the corporation to terminate membership because of a member's failure to pay dues, fees, or assessments. No act, omission or failure by the corporation shall prejudice the power of the corporation to terminate membership for any other reason, except by a decision of the members.

The members may adopt abbreviated procedures for the admission of former members whose membership was terminated by resignation or for failure to pay dues, fees or assessments.

Article 3: Meetings

Section 1: Annual Meeting

The board shall call the annual meeting of members in accordance with Sections 603 and 605 of the Not-for-Profit Corporation Law. The meeting shall be held in November or December.

Section 2: Regular Meeting

Regular meetings shall be held monthly at a time and place designated by the board. Business requiring a vote shall be voted upon upon as specified in these by-laws. Meetings must be announced on the corporation's mailing list, website and other customary means of communication.

A meeting must have been called with sufficient notice under Section 605 of the Not-for-Profit Corporation Law if it is to take any action required to be taken by vote of the members under any provision of the Not-for-Profit Corporation Law. This provision does not apply to actions not expressly required by law to be taken by vote of the members.

Section 3: Conduct of Meetings

Meetings shall be coordinated and managed in accordance with Schedule 1 of these by-laws.

Section 4: Voting at Meetings

When a quorum is present, all issues, except when otherwise specified in these by-laws, the certificate of incorporation or the Not-for-Profit Corporation Law, shall be decided by affirmative vote of majority of members who are entitled to vote, are present at the meeting, and cast a valid vote.

Except for the secret ballot in elections, votes shall be public. A vote shall be recorded if a motion therefor is made and seconded, or on the motion of the chair.

Except for elections, a member may vote on behalf of at most two other members, or one-tenth of the members entitled to vote at the meeting, whichever is higher. A proxy is valid only for a specific meeting or meetings designated in the proxy.

Section 5: Eligibility to Vote

All members in good standing on the meeting date as determined by these by-laws shall be entitled to vote at any meeting of members.

Section 6: Quorum and Online Votes

A quorum for regularly scheduled monthly members meetings is zero members.

A quorum for meetings of members as provided in Article 6 of the Not-for-Profit Corporation Law, including annual meetings, is the lesser of one hundred members or one-tenth of the members entitled to vote at the beginning of the meeting.

Members represented by a proxy continue to count as present for the purpose of determining whether a meeting is quorate.

A meeting that fails to obtain a quorum may still debate questions on the agenda.

The board may decide to submit a question to an online vote by the members, but the vote must be open for at least 48 hours and at least 72 hours must elapse from the notice of the vote to the end of voting. Questions submitted by the board are adopted with the affirmative vote of a majority of all members entitled to vote, or, if the vote was open for at least 4 days and at least 7 days elapsed from the notice of the vote to the end of voting, by a majority of votes cast.

Online votes may be used to reconsider decisions already made at a meeting of members unless the decision was adopted by a majority of all members entitled to vote. In such cases notice shall be given no later than 3 days after the end of the meeting and voting shall conclude no later than 8 days after the end of the meeting.

The procedure for online votes continues to apply only to matters which are not required to be decided by a vote at a meeting of members by the Not-for-Profit Corporation Law.

Section 7: Notice of Meetings

It is the policy of the corporation that an email sent to the corporation's member email list as well as a member's personal email address, if one is on file with the corporation, shall constitute personal notice of meetings to that member within the meaning of Section 605 of the Not-for-Profit Corporation Law, and that personal notice is the only means of notice that is ordinarily employed.

A member may opt out of personal notice and instead receive notice of meetings by first or second class mail. A member who wishes to opt out shall notify the corporation of the member's mailing address and any change of address. The opt out shall be effective for meetings held 20 days or later after the corporation has received the member's notice.

Article 4: Officers and Directors

Section 1: Board of Directors

The board of directors consists of the officers of the corporation and two additional at-large directors. The board shall set its own rules of procedure, but decisions must be made by a majority of directors present.

The board is responsible for the day-to-day management of the corporation, subject to guidelines and rules set by the Certificate of Incorporation, these by-laws and decisions of the members.

The board is responsible for holding elections at a regular meeting no later than 60 days after a vacancy occurs on the board.

Except for elections, amendments, and other rights of the members as established in the Not-for-Profit Corporation Law, provisions in these by-laws for decisions made by the members shall not prejudice the board's rights and responsibilities under law, but officers and directors shall agree on election that it is the policy of the corporation that major decisions shall be made by vote of the members and that the board must respect those decisions and must, barring unusual and exceptional circumstances, take care that they are carried out.

Section 2: Officers

The corporation shall have a president, a secretary and a treasurer, who shall be the officers of the corporation.

The president chairs the board of directors, coordinates the activities of the board and the corporation, serves as a first point of contact for prospective and current members, communicates with members, represents the corporation externally, and serves other duties as a president as required by law or custom.

The president chairs meetings of the members or designates another member to do so.

The treasurer has general responsibility for the corporation's finances and accounts, and serves other duties as a treasurer as required by law or custom.

The secretary has general responsibility for the corporation's administrative matters, keeps the corporation's records, and serves other duties as a secretary as required by law or custom.

No individual may hold more than one office of the corporation, and no officer may also be an at-large director.

The board shall, within the limits set by these by-laws and by law and custom, establish the duties of the officers and directors.

Section 3: Elections

Elections are held once a year at the annual meeting, or at a regular meeting to fill vacancies. Elections are held by secret ballot.

The board may set a deadline for declaring candidacy of not more than 7 days before the meeting, but if no such deadline has been set, candidacy for any office or directorship must be declared before the first election at a meeting. A member may run for at most two offices or for one office and one directorship in each meeting.

Elections are held in the following order: president, treasurer, secretary, at-large directors. A candidate who wins an election is withdrawn from subsequent elections for other offices or directorship.

At-large directors are elected according to the vote counting procedure set forth in The Scottish Local Government Elections Order 2007 (Scottish Statutory Instruments 2007 No. 42), to be known as "Scottish STV". Absent clear and convincing evidence to the contrary, the output of the OpenSTV software in Scottish STV mode shall be considered the result of the election, provided that any candidate may demand re-entry of election ballots into the software immediately after the results are announced, or a hand recount immediately after the results from re-entered ballots are announced.

The following procedure, to be known as "London mayoral STV", is used for electing the officers of the corporation:

Electors shall indicate their first and second choices on their ballot. Ballots are counted in two rounds. In the first round, only first choices are counted. A candidate who wins a majority of first-choice votes wins. If no candidate wins a majority of first-choice votes, the two candidates with the highest number of first-choice votes proceed to the secound round, and other candidates are eliminated. If two or more candidates are tied with the highest first-choice votes, those candidates proceed to the second round, and all other candidates are eliminated. If two or more candidates are tied in second place, only one second-place candidate chosen by lot proceeds to the second round, and other candidates are eliminated.

In the second round, the votes of ballots that indicated an eliminated candidate as first choice are redistributed to the second choice candidate indicated on the ballot. Ballots where the second choice vote is for a candidate who has been eliminated, and ballots that do not indicate a second choice, are discarded. The candidate who now has the highest number of votes wins the election. If more than one candidate has the highest number of votes in the second round, the election is decided by lot among those candidates.

Ballots that include a vote for a candidate who is withdrawn because he or she was previously elected at the same meeting for another office or directorship, or that indicate more than the allowed number of choices, or do not specify any choices, or do not rank choices, or that have markings indicating the identity of the elector, are invalid and not counted.

The term of an elected officer or director ends upon the next election for that office or directorship at a meeting of members, or on resignation. An officer or director may resign with immediate effect, or effective on a specified date, or on the election of a successor. If an election at a meeting of members is not held due to the lack of a quorum, the board must call a new meeting as soon as practical.

Section 4: Compensation and Indemnification

No officer or director shall receive compensation from the corporation, but may be reimbursed for expenses authorized by and incurred on behalf of the corporation according to the same rules and practices that apply to reimbursement to any other member, and the corporation may provide liability insurance for officers and directors.

To the extent permitted by law, the corporation indemnifies any officer, director or former officer or director made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the corporation to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

Article 5: Miscellaneous provisions

Section 1: Amendments

The certificate of incorporation may be amended according to the provisions of Sections 801 and 802 of the Not-for-Profit Corporation Law, and these by-laws may be amended using the same procedures. In accordance with Section 615 of the Not-for-Profit Corporation Law, and notwithstanding any other provisions of the law, amendments to the certificate of incorporation and by-laws shall require a two-thirds vote.

Amendments to the certificate of incorporation or by-laws may only be adopted at a meeting if the meeting was called with sufficient notice under Section 605 of the Not-for-Profit Corporation Law, and if the notice included a specific proposal for amending the certificate of incorporation or by-laws. Such a proposal may, however, be amended at the meeting.

These by-laws have one schedule containing the rules of order for meetings. The schedule containing the rules of order may be amended by a regular vote of the members, but any non-procedural provision shall be invalid.

Schedules

Revision History

November 27, 2012

The following is inserted after the first sentence in Section 6 of Article 3 of the Bylaws ("Quorum and Online Votes"):

Notwithstanding the previous provision, the quorum at regularly scheduled monthly meetings and at annual meetings held at the corporation's premises shall be one-third of the members entitled to vote on the day of the meeting.

December 3, 2013

The following was struck from Article 3, Section 1:

An annual meeting shall be held in accordance with Section 603 of the Not-for-Profit Corporation Law.

And replaced with:

The board shall call the annual meeting of members in accordance with Sections 603 and 605 of the Not-for-Profit Corporation Law. The meeting shall be held in November or December.

Article 3, Section 7 was added:

It is the policy of the corporation that an email sent to the corporation's member email list as well as a member's personal email address, if one is on file with the corporation, shall constitute personal notice of meetings to that member within the meaning of Section 605 of the Not-for-Profit Corporation Law, and that personal notice is the only means of notice that is ordinarily employed.

A member may opt out of personal notice and instead receive notice of meetings by first or second class mail. A member who wishes to opt out shall notify the corporation of the member's mailing address and any change of address. The opt out shall be effective for meetings held 20 days or later after the corporation has received the member's notice.

The following was added after the first paragraph in Article 3, Section 6:
For the purposes only of unanimous decisions on matters that were announced with sufficient notice in the call to the meeting, including decisions made with no opposing votes, regular meetings held at the corporation's premises shall be considered quorate notwithstanding the number of members present.
The following was added to Article 2, Section 7:
Each member is solely responsible for maintaining his or her membership in good standing, including observing these by-laws and the rules of the corporation and the payment of dues, fees, or assessments. No act or omission by the corporation shall prejudice the power of the corporation to terminate membership because of a member's failure to pay dues, fees, or assessments. No act or omission by the corporation shall prejudice the power of the corporation to terminate membership for any other reason, except by a decision of the members.
Article 4, Section 1, was amended by changing the first instance of "one additional at-large director" to "two additional at-large directors". Article 4, Section 3 is amended by changing "at-large director" in the third paragraph to "at-large directors", and appending after the third paragraph:

At-large directors are elected according to the vote counting procedure set forth in The Scottish Local Government Elections Order 2007 (Scottish Statutory Instruments 2007 No. 42), to be known as "Scottish STV". Absent clear and convincing evidence to the contrary, the output of the OpenSTV software in Scottish STV mode shall be considered the result of the election, provided that any candidate may demand re-entry of election ballots into the software immediately after the results are announced, or a hand recount immediately after the results from re-entered ballots are announced.

The following procedure, to be known as "London mayoral STV", is used for electing the officers of the corporation:

June 30, 2015

Seven changes were made.