Bylaws

ARTICLE I. NAME OF ORGANIZATION

  1. The name of the organization is denhac.

ARTICLE II. MISSION STATEMENT

  1. denhac is a hackerspace on a mission to create and sustain a local, community driven, shared space that enables education, experimentation, and collaboration, by applying the spirit of DIY to science, technology, engineering, and art.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers

    1. The affairs of the Organization shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Organization.

Section 2. Number, Compensation, Tenure

    1. The Board of Directors shall serve without pay and shall consist of seven (7) members.
    2. The General Election of the Board of Directors will take place on the date of the April and October Scheduled Board Meetings.
    3. Directors shall serve for a period of one (1) year. Directors elected during the April Board meeting will serve until the following April, and the Directors elected in October will serve until the following October.
    4. In case of emergency, the Board of Directors may vote to postpone an election. The term of Directors voted in during a postponed election will serve until the following April/October election, whichever is closer to one (1) year.

Section 3. Eligibility, Nominations

    1. To be eligible to serve on the Board, a person must be a current Member of denhac and have been in good standing for a minimum of three (3) months, and capable of fulfilling the expectations of board membership.
    2. Nominations for the Board of Directors will come from all current members of denhac in good standing.
    3. Voting shall conclude following the board meeting on election month.
    4. Nominations may be made starting one week prior to a posted election date, concluding no later than 24 hours before the start of voting. 
    5. Members who are nominated for the Board of Directors must state acceptance of such nomination, previous to the election in which they have been nominated, to be eligible to serve on the Board.
    6. In the event of having fewer nominations than vacancies, the vacancy rules will apply.

Section 4. Vacancies

    1. When a vacancy arises during the middle of a term, the denhac Members will select by majority vote a replacement director to serve for the remainder of the departing director’s term. In the event of two or more directors departing, the incoming directors will fill the vacated terms. Directors with more votes will fill the vacancies with longer remaining terms respectively.
    2. Nominations for Directors to replace a Director whose term is ending for any reason may come from the Board or from the Members, at a meeting designated expressly for such purpose.
    3. A General Election will be held within 15 days of any event causing the Board of Directors to have 3 or fewer members.
    4. Board members who are considered to have fallen out of good standing shall be dismissed from the board.
    5. Board members may lose their board seat by a supermajority vote of the board, but without affecting their current membership status.

ARTICLE IV. Officers

  1. The Officers of the Board shall consist of a Chair, Vice-Chair, and Secretary, nominated by the Board.
  2. Approval shall be accomplished by majority vote of the Board of Directors. 
  3. Officers shall be elected during a special executive session to be held immediately following a regular election.
  4. Elected officers will serve until the next election. Officer vacancies will be filled during the next possible board meeting.
  5. Responsibilities
    1. The Chair shall preside at all Board meetings, appoint committee members, publish the board meeting agendas, and perform other duties as associated with the position.
    2. The Vice-Chair shall assume the duties of the Chair in case of the Chair’s absence or incapacitation. The Vice-Chair shall also preside over committee meetings.
    3. The Secretary shall be responsible for the minutes of the Board, keep all approved minutes in a secure location, and send out copies of minutes to the members.

ARTICLE V. Committees

  1. The Board may appoint standing and ad hoc committees as needed. Committee meetings are managed by the Vice-Chair.
  2. Ad-hoc committees are created and dissolved at the discretion of the Board, with committee membership determined by volunteer or by appointment by the Chair.
  3. A committee may perform actions on behalf of the board within the parameters specified at the creation of the committee. 

ARTICLE VI. Meetings

Section 1. Agenda

    1. The goal of board meetings is to receive input from members, clarify requests, and vote on proposals.
    2. Board meetings may be held at any time when called for by the Chair or by a majority of Board members. Board meetings will be scheduled and announced with at least five (5) days notice.
    3. Agendas shall be provided to all members at least one (1) day in advance.
    4. Any agenda items proposed after the agenda has been finalized may be discussed at the discretion of the board, and if time allows, otherwise they will have to be addressed at the next board meeting.

Section 2. Meeting Procedure

    1. Meetings of the Board shall occur no less frequently than once monthly.
    2. Anyone may attend any Board meeting, however non board members are prohibited from engaging in any of the following activities:
    1. Submitting new business before the Board.
    2. Engaging in debate or other discussion regarding business before the Board except during pre-allotted time.
    3. Any other activity deemed inappropriate by the Board.
    1. Anyone considered to be disruptive to the business of the Board may be asked to leave by the Board.
    2. An Executive Session may be called at the discretion of the Chair.
      1. Executive Session time shall be for board discussion of items of a sensitive nature which would not be appropriate for general membership (at the discretion of the Chair, e.g. disciplinary actions.)
      2. No formal action shall be taken during an Executive Session. Any items requiring a vote shall be presented during board meeting time open to all members.
    3. All minutes for Board meetings shall be provided to the members by the Secretary no later than five (5) days after the meeting is adjourned.

Section 3. Voting

    1. In the absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
    2. Passage of a motion, unless specified otherwise in the bylaws, requires a simple majority.

ARTICLE VII. Conflict of Interest

  1. Any Director of the Board who has a financial interest in, or conflict (or the appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting in an impartial manner, will offer to the Board to voluntarily excuse themselves and refrain from voting on that matter.

ARTICLE VIII. Fiscal Policies

  1. The fiscal year of denhac shall be the calendar year.

ARTICLE IX. Amendments

  1. These Bylaws may be amended by a supermajority vote of Board members. A copy of the proposed amendment(s) shall be provided to each board member at least one week prior to the voting on adoption.

ARTICLE X. DEFINITIONS

  1. A member in Good Standing is defined as someone who:
    1. Has paid dues on time as defined by the denhac Membership Agreement.
    2. Is not actively subject to disciplinary action. 
  1. A Simple majority vote is a vote where more than 50% of the board members must vote in favor of the motion. The Chair does not cast a vote except in the case of a tie.
  2. A Supermajority vote is a vote where at least five (5) out of the seven (7) board members vote in favor of the motion.
  3. A majority of Board members present for a designated Board Meeting, physically or electronically, shall constitute a quorum.

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