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| | | |
| ==Purpose== | | ==Purpose== |
− | ===1.1 Statement of Purpose=== | + | ===Statement of Purpose=== |
| Pumping Station: One, NFP is organized exclusively for charitable, educational, and scientific purposes within the | | Pumping Station: One, NFP is organized exclusively for charitable, educational, and scientific purposes within the |
| meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future United | | meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future United |
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| create intersections between technology, science, art, and culture. | | create intersections between technology, science, art, and culture. |
| | | |
− | ===1.2 Specific Goals=== | + | ===Specific Goals=== |
| * Acquire and maintain a collaborative workspace for communal use by all members. | | * Acquire and maintain a collaborative workspace for communal use by all members. |
| * Foster a creative, collaborative environment for experimentation and development in technology and art. | | * Foster a creative, collaborative environment for experimentation and development in technology and art. |
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| | | |
| ==Membership== | | ==Membership== |
− | ===3.1 Designation of Membership Classes=== | + | ===Designation of Membership Classes=== |
| We have one class of members: Full Members. | | We have one class of members: Full Members. |
− | ===3.2 Full Members=== | + | ===Full Members=== |
− | ====3.2.1 Eligibility==== | + | ====Eligibility==== |
| In order to be a Full Member, a person must support the purpose and specific goals of the organization and must pay | | In order to be a Full Member, a person must support the purpose and specific goals of the organization and must pay |
| the monthly membership fee as determined by the board of directors. | | the monthly membership fee as determined by the board of directors. |
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| official notice of membersâ meetings. | | official notice of membersâ meetings. |
| Any person who does meet these requirements is a Full Member of Pumping Station: One. | | Any person who does meet these requirements is a Full Member of Pumping Station: One. |
− | ====3.2.2 Rights and Responsibilities==== | + | ====Rights and Responsibilities==== |
| Full Members enjoy the following privileges: | | Full Members enjoy the following privileges: |
| * A key or other method of entry to the physical workspace. | | * A key or other method of entry to the physical workspace. |
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| | | |
| | | |
− | ==4 Meetings== | + | ==Meetings== |
− | ===4.1 Regular Meetings=== | + | ===Regular Meetings=== |
| Regular meetings for Pumping Station: One shall be held Tuesday nights at 19:00 CST. The meeting shall be held at | | Regular meetings for Pumping Station: One shall be held Tuesday nights at 19:00 CST. The meeting shall be held at |
| the registered address or at a location determined by the board of directors. | | the registered address or at a location determined by the board of directors. |
− | ===4.2 Annual Meetings=== | + | ===Annual Meetings=== |
| The annual meeting shall occur at the standard meeting time and the standard meeting place on the third Tuesday of | | The annual meeting shall occur at the standard meeting time and the standard meeting place on the third Tuesday of |
| January. The date and time can be changed by the procedures for a Vote of the Membership, as defined in these bylaws. | | January. The date and time can be changed by the procedures for a Vote of the Membership, as defined in these bylaws. |
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| * Any other issues that members have placed before the membership to be discussed at the annual meeting, | | * Any other issues that members have placed before the membership to be discussed at the annual meeting, |
| pursuant to the proposal and voting rules stated in these bylaws for Votes of the Membership. | | pursuant to the proposal and voting rules stated in these bylaws for Votes of the Membership. |
− | ===4.3 Notice of Meetings=== | + | ===Notice of Meetings=== |
| Notice of all meetings of Members, including regular meetings and the annual meeting, must be sent at least 5 days | | Notice of all meetings of Members, including regular meetings and the annual meeting, must be sent at least 5 days |
| in advance. Notice shall be sent electronically to all members, to the e-mail addresses they have on file with the | | in advance. Notice shall be sent electronically to all members, to the e-mail addresses they have on file with the |
| corporation. Notice of meetings shall also be posted at the corporationâs registered location. | | corporation. Notice of meetings shall also be posted at the corporationâs registered location. |
− | ===4.4 Meeting Procedure=== | + | ===Meeting Procedure=== |
| Meeting procedure shall follow the MIBS Simplified Rules of Coordinated Consensus Through Chaos, available at | | Meeting procedure shall follow the MIBS Simplified Rules of Coordinated Consensus Through Chaos, available at |
| http://pumpingstationone.org/index.php?title=MIBS_Rules. | | http://pumpingstationone.org/index.php?title=MIBS_Rules. |
| | | |
| | | |
− | ==5 Voting== | + | ==Voting== |
− | ===5.1 Votes of the Membership=== | + | ===Votes of the Membership=== |
− | ====5.1.1 Issues Proper for a Vote of the Membership==== | + | ====Issues Proper for a Vote of the Membership==== |
| Any issue not specifically assigned to the discretion of the board of directors, by these bylaws, shall be subject to a | | Any issue not specifically assigned to the discretion of the board of directors, by these bylaws, shall be subject to a |
| vote of the Full Members. Issues subject to a Vote of the Membership include, but are in no way limited to, votes on | | vote of the Full Members. Issues subject to a Vote of the Membership include, but are in no way limited to, votes on |
| issues of project funding, equipment and resource purchasing, and amendment of these bylaws. | | issues of project funding, equipment and resource purchasing, and amendment of these bylaws. |
− | 2
| + | ====Quorum==== |
− | ====5.1.2 Quorum==== | |
| Quorum for a vote of the membership of Pumping Station: One shall require at least 50% of the existing membership | | Quorum for a vote of the membership of Pumping Station: One shall require at least 50% of the existing membership |
| on the day of the vote. For the purposes of calculating the quorum, properly submitted proxy statements by members | | on the day of the vote. For the purposes of calculating the quorum, properly submitted proxy statements by members |
| shall count as attendance. | | shall count as attendance. |
− | ====5.1.3 Submitting an Issue for Vote==== | + | ====Submitting an Issue for Vote==== |
| Any Full Member may submit an issue for vote by the membership, unless the issue is specifically enumerated in the | | Any Full Member may submit an issue for vote by the membership, unless the issue is specifically enumerated in the |
| bylaws as something subject to vote by the board of directors. To be properly submitted for a vote, the member must | | bylaws as something subject to vote by the board of directors. To be properly submitted for a vote, the member must |
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| at which the issue shall be voted on. An e-mailed statement of the issue shall be considered submission in writing for | | at which the issue shall be voted on. An e-mailed statement of the issue shall be considered submission in writing for |
| the purpose of this rule. | | the purpose of this rule. |
− | ====5.1.4 Notice==== | + | ====Notice==== |
| Notice of all issues properly submitted for vote by the membership shall be given to all members no later than 5 | | Notice of all issues properly submitted for vote by the membership shall be given to all members no later than 5 |
| days before the meeting at which they will be voted on. Notice shall be sent electronically, to the e-mail address that | | days before the meeting at which they will be voted on. Notice shall be sent electronically, to the e-mail address that |
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| the member meeting at which the issues will be voted on. The Board of Directors is responsible for sending out the | | the member meeting at which the issues will be voted on. The Board of Directors is responsible for sending out the |
| notice of the meeting, with the agenda of timely submitted issues to be considered. | | notice of the meeting, with the agenda of timely submitted issues to be considered. |
− | ====5.1.5 Voting By Proxy==== | + | ====Voting By Proxy==== |
| Members may vote by proxy. To vote on a matter by proxy, a member must provide written or e-mailed notice to the | | Members may vote by proxy. To vote on a matter by proxy, a member must provide written or e-mailed notice to the |
| board of directors at least 24 hours before the membership meeting where the vote is scheduled to take place. The | | board of directors at least 24 hours before the membership meeting where the vote is scheduled to take place. The |
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| and state how he intends to vote on each issue. Proper proxy statements shall count as attendance at the meeting for | | and state how he intends to vote on each issue. Proper proxy statements shall count as attendance at the meeting for |
| the purposes of calculating the quorum. | | the purposes of calculating the quorum. |
− | ====5.1.6 Voting Procedures==== | + | ====Voting Procedures==== |
| Voting procedures, including time limits for discussion before taking a vote, shall be defined by the MIBS Simplified | | Voting procedures, including time limits for discussion before taking a vote, shall be defined by the MIBS Simplified |
| Rules of Coordinated Consensus Through Chaos. | | Rules of Coordinated Consensus Through Chaos. |
− | ====5.1.7 Majority==== | + | ====Majority==== |
| Unless otherwise specified in these bylaws, a simple majority vote of the Full Members present shall ratify any issue | | Unless otherwise specified in these bylaws, a simple majority vote of the Full Members present shall ratify any issue |
| put before the membership for a vote. Under the meaning of âpresentâ in this section, members voting by proxy count | | put before the membership for a vote. Under the meaning of âpresentâ in this section, members voting by proxy count |
| toward calculating that majority. | | toward calculating that majority. |
− | ===5.2 Votes of the Directors=== | + | ===Votes of the Directors=== |
− | ====5.2.1 Quorum==== | + | ====Quorum==== |
| Quorum for a vote of the directors of Pumping Station: One shall require at least 50% of the existing directors on the | | Quorum for a vote of the directors of Pumping Station: One shall require at least 50% of the existing directors on the |
| day of the vote. Directors present at the meeting via teleconferencing equipment are considered present. | | day of the vote. Directors present at the meeting via teleconferencing equipment are considered present. |
− | ====5.2.2 Submitting an Issue for Vote==== | + | ====Submitting an Issue for Vote==== |
| These bylaws are deemed placed before the Board of Directors for a vote by operation of Illinois law. | | These bylaws are deemed placed before the Board of Directors for a vote by operation of Illinois law. |
| Other issues may be placed before the Board of Directors for a vote as enumerated in these bylaws. Only issues | | Other issues may be placed before the Board of Directors for a vote as enumerated in these bylaws. Only issues |
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| such issues may be placed for a vote of the board of directors by the process denoted in these bylaws by which such | | such issues may be placed for a vote of the board of directors by the process denoted in these bylaws by which such |
| an issue may be considered. Any other issue shall only be placed for a vote of the membership. | | an issue may be considered. Any other issue shall only be placed for a vote of the membership. |
− | ====5.2.3 Notice==== | + | ====Notice==== |
| Notice of all issues properly submitted for vote by the board of directors shall be given to all directors no later than 5 | | Notice of all issues properly submitted for vote by the board of directors shall be given to all directors no later than 5 |
| days before the meeting at which they will be voted on. Notice shall be sent electronically, to the e-mail address that | | days before the meeting at which they will be voted on. Notice shall be sent electronically, to the e-mail address that |
| each director has provided to the corporation. | | each director has provided to the corporation. |
− | ====5.2.4 Remote Attendance==== | + | ====Remote Attendance==== |
| Votes by the Directors may not be made by proxy. Directors must attend the meeting of the Board of Directors, either | | Votes by the Directors may not be made by proxy. Directors must attend the meeting of the Board of Directors, either |
| in person or remotely through teleconference methods arranged with the Board before the meeting, in order to vote on | | in person or remotely through teleconference methods arranged with the Board before the meeting, in order to vote on |
| matters placed before the Board of Directors. | | matters placed before the Board of Directors. |
− | ====5.2.5 Voting Procedures==== | + | ====Voting Procedures==== |
| Voting procedures, including time limits for discussion before taking a vote, shall be defined by the MIBS Simplified | | Voting procedures, including time limits for discussion before taking a vote, shall be defined by the MIBS Simplified |
| Rules of Coordinated Consensus Through Chaos. | | Rules of Coordinated Consensus Through Chaos. |
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| | | |
| | | |
− | ==6 Officers== | + | ==Officers== |
| Pumping Station: One is led by a group of officers with designated responsibilities according to their role. No officer | | Pumping Station: One is led by a group of officers with designated responsibilities according to their role. No officer |
| shall be compensated for his work as an officer, although the corporation may provide insurance and indemity for its | | shall be compensated for his work as an officer, although the corporation may provide insurance and indemity for its |
| officers as permitted by Illinois law. No officer may serve more than three consecutive terms as an officer. | | officers as permitted by Illinois law. No officer may serve more than three consecutive terms as an officer. |
− | ===6.1 Eligibility=== | + | ===Eligibility=== |
| In order to be eligible to be nominated, a person must be Full Member as defined earlier in these bylaws for six | | In order to be eligible to be nominated, a person must be Full Member as defined earlier in these bylaws for six |
| consecutive months. For the initial election of officers, or in any replacement election during the six months after the | | consecutive months. For the initial election of officers, or in any replacement election during the six months after the |
| initial election of officers, a person must be a founding member in order to run for office. | | initial election of officers, a person must be a founding member in order to run for office. |
− | ===6.2 Nomination=== | + | ===Nomination=== |
| Any full member has the right to nominate a person for office. A full member has the right to nominate himself. Only | | Any full member has the right to nominate a person for office. A full member has the right to nominate himself. Only |
| the nominated candidate can un-nominate himself. All nominations for officer positions are due one week before the | | the nominated candidate can un-nominate himself. All nominations for officer positions are due one week before the |
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| be made at the annual meeting, in person, before the vote. If nobody is nominated in this way, the person holding the | | be made at the annual meeting, in person, before the vote. If nobody is nominated in this way, the person holding the |
| office may choose to continue in his position, or choose to appoint his successor. | | office may choose to continue in his position, or choose to appoint his successor. |
− | ===6.3 Elections=== | + | ===Elections=== |
| Elections shall be held every year at the annual meeting of members, as defined in these bylaws. The first election | | Elections shall be held every year at the annual meeting of members, as defined in these bylaws. The first election |
| shall be held one week after the first collection of dues. | | shall be held one week after the first collection of dues. |
− | ===6.4 Naming Rights=== | + | ===Naming Rights=== |
| Every officer has the right to rename the office the holds for the duration of his or her tenure. The responsibilities of | | Every officer has the right to rename the office the holds for the duration of his or her tenure. The responsibilities of |
| the office remain the same as detailed in the bylaws. | | the office remain the same as detailed in the bylaws. |
− | ===6.5 Offices=== | + | ===Offices=== |
− | ====6.5.1 President==== | + | ====President==== |
| The President shall preside over all meetings of the membership. He or she also serves as a representative of Pumping | | The President shall preside over all meetings of the membership. He or she also serves as a representative of Pumping |
| Station: One to the public, and in all functions where a President may be called for by law or any other outside | | Station: One to the public, and in all functions where a President may be called for by law or any other outside |
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| organization statements, and any other papers required to maintain legal nonprofit status by the law of Illinois or | | organization statements, and any other papers required to maintain legal nonprofit status by the law of Illinois or |
| Federal law. | | Federal law. |
− | ====6.5.2 Vice President==== | + | ====Vice President==== |
| The Vice President shall assist the President in organizing meetings of the membership. He or she is responsible for | | The Vice President shall assist the President in organizing meetings of the membership. He or she is responsible for |
| enforcing the rules of meeting procedure as detailed in this documents. The Vice President is also responsible for | | enforcing the rules of meeting procedure as detailed in this documents. The Vice President is also responsible for |
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| In the event that the President cannot fulfill his responsibilities at any meeting or function, it is the responsibility | | In the event that the President cannot fulfill his responsibilities at any meeting or function, it is the responsibility |
| of the Vice President to fulfill the obligations of the President. | | of the Vice President to fulfill the obligations of the President. |
− | ====6.5.3 Secretary==== | + | ====Secretary==== |
| The Secretary shall be responsible for recording all minutes of all official meetings of the membership and the board | | The Secretary shall be responsible for recording all minutes of all official meetings of the membership and the board |
| of directors. The Secretary must make available a hard copy of the minutes of all meetings of the members and the | | of directors. The Secretary must make available a hard copy of the minutes of all meetings of the members and the |
| board of directors at the registered location of Pumping Station: One, in addition to making such records available | | board of directors at the registered location of Pumping Station: One, in addition to making such records available |
| online in a static format on the Pumping Station: One website. | | online in a static format on the Pumping Station: One website. |
− | ====6.5.4 Treasurer==== | + | ====Treasurer==== |
| The Treasurer is responsible for monitoring all financial assets of Pumping Station: One. This includes but is not | | The Treasurer is responsible for monitoring all financial assets of Pumping Station: One. This includes but is not |
| restricted to the collection of membership dues from members, the payment of rent and utilities for any space leased | | restricted to the collection of membership dues from members, the payment of rent and utilities for any space leased |
| by Pumping Station: One, the disbursement and reimbursement of funds authorized to be spent under the procedures | | by Pumping Station: One, the disbursement and reimbursement of funds authorized to be spent under the procedures |
| detailed in these bylaws. | | detailed in these bylaws. |
− | ====6.5.5 Chief Technical Officer==== | + | ====Chief Technical Officer==== |
| The Chief Technical Officer is responsible for ensuring the maintenance and consistency of the technological infrastructure | | The Chief Technical Officer is responsible for ensuring the maintenance and consistency of the technological infrastructure |
| as needed by the organization. This includes, but is not limited to, the website and internal network of the | | as needed by the organization. This includes, but is not limited to, the website and internal network of the |
| physical space. | | physical space. |
− | ===6.6 Expiration of Term=== | + | ===Expiration of Term=== |
| An officerâs term shall expire at the Annual Meeting following his election. | | An officerâs term shall expire at the Annual Meeting following his election. |
− | ===6.7 Resignation=== | + | ===Resignation=== |
| Any officer may resign at any time by written notice delivered to the the president or secretary of the corporation. A | | Any officer may resign at any time by written notice delivered to the the president or secretary of the corporation. A |
| resignation is effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may | | resignation is effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may |
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| | | |
| | | |
− | ==7 Directors== | + | ==Directors== |
| The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, the Chief Technical Officer, | | The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, the Chief Technical Officer, |
| and two at-large Directors. No director shall be compensated monetarily for his work as a director, although the | | and two at-large Directors. No director shall be compensated monetarily for his work as a director, although the |
| corporation may provide insurance and indemnity as permitted by Illinois law. | | corporation may provide insurance and indemnity as permitted by Illinois law. |
− | ===7.1 Eligibility=== | + | ===Eligibility=== |
| To be nominated to serve as an at-large director, a member must fulfill the same eligibility requirements as an officer | | To be nominated to serve as an at-large director, a member must fulfill the same eligibility requirements as an officer |
| as stated elsewhere in these bylaws. | | as stated elsewhere in these bylaws. |
− | ===7.2 Nomination=== | + | ===Nomination=== |
| Nomination of at-large director candidates shall be done by the same process as officer elections as detailed elsewhere | | Nomination of at-large director candidates shall be done by the same process as officer elections as detailed elsewhere |
| in these bylaws. | | in these bylaws. |
− | ===7.3 Election=== | + | ===Election=== |
| Elections for at-large directors shall take place at the annual meeting. All directors shall be elected at the same time, | | Elections for at-large directors shall take place at the annual meeting. All directors shall be elected at the same time, |
| by the process determined in these bylaws for Votes of the Membership, except that every full member will have two | | by the process determined in these bylaws for Votes of the Membership, except that every full member will have two |
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| or, if both want to retain it or appoint a successor, may settle the dispute by calling the result of a coin flip. The coin | | or, if both want to retain it or appoint a successor, may settle the dispute by calling the result of a coin flip. The coin |
| shall be official United States legal tender, and shall be flipped at the annual meeting by the Vice President. | | shall be official United States legal tender, and shall be flipped at the annual meeting by the Vice President. |
− | ===7.4 Responsibilities=== | + | ===Responsibilities=== |
| The Board of Directors is a body that shall fulfill all roles required by Illinois law. Any decisions not mandated by | | The Board of Directors is a body that shall fulfill all roles required by Illinois law. Any decisions not mandated by |
| Illinois law to fall with the Board of Directors may only be delegated to the Board of Directors by a vote of the | | Illinois law to fall with the Board of Directors may only be delegated to the Board of Directors by a vote of the |
| membership to amend these bylaws to explicitly give the board of directors such decision making power. Any policy | | membership to amend these bylaws to explicitly give the board of directors such decision making power. Any policy |
| affecting the organization at-large will, unless stated otherwise, be decided upon by the voting membership. | | affecting the organization at-large will, unless stated otherwise, be decided upon by the voting membership. |
− | ====7.4.1 Officer Oversight==== | + | ====Officer Oversight==== |
| The Board of Directors is responsible for making sure the officers of Pumping Station: One are performing their duties | | The Board of Directors is responsible for making sure the officers of Pumping Station: One are performing their duties |
| as defined by these by laws, and providing any assistance that the Officers may need in performing those duties. | | as defined by these by laws, and providing any assistance that the Officers may need in performing those duties. |
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| duties, or to the authority to remove an officer. The Board of Directors does not have authority to alter the scope of an | | duties, or to the authority to remove an officer. The Board of Directors does not have authority to alter the scope of an |
| officersâ duties or remove an officer from his position; any such decision must be made by a vote of the membership. | | officersâ duties or remove an officer from his position; any such decision must be made by a vote of the membership. |
− | ====7.4.2 Drafting the Agenda==== | + | ====Drafting the Agenda==== |
| The Board of Directors is responsible for collecting a list of the issues on the agenda for each membership meeting, | | The Board of Directors is responsible for collecting a list of the issues on the agenda for each membership meeting, |
| and circulating that list to the members for them to vote on at the upcoming meeting. | | and circulating that list to the members for them to vote on at the upcoming meeting. |
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| matter what, if anything, directors may say about the motion. | | matter what, if anything, directors may say about the motion. |
| The Board of Directors need not call a formal meeting to draft the agenda. | | The Board of Directors need not call a formal meeting to draft the agenda. |
− | ===7.5 Meetings=== | + | ===Meetings=== |
| The Board of Directors shall have an annual meeting, as required by Illinois law. The annual meeting of the board | | The Board of Directors shall have an annual meeting, as required by Illinois law. The annual meeting of the board |
| of directors shall be on the third Tuesday in January. Notice of this annual meeting shall be provided electronically | | of directors shall be on the third Tuesday in January. Notice of this annual meeting shall be provided electronically |
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| address. | | address. |
| All full members may attend any meeting of the board of directors. | | All full members may attend any meeting of the board of directors. |
− | ===7.6 Expiration of Term=== | + | ===Expiration of Term=== |
| An at-large directorâs term shall expire at the Annual Meeting following his election. | | An at-large directorâs term shall expire at the Annual Meeting following his election. |
− | ===7.7 Resignation=== | + | ===Resignation=== |
| Any at-large director may resign at any time by written notice delivered to the the president or secretary of the corporation. | | Any at-large director may resign at any time by written notice delivered to the the president or secretary of the corporation. |
| A resignation is effective when the notice is delivered unless the notice specifies a future date. The pending | | A resignation is effective when the notice is delivered unless the notice specifies a future date. The pending |
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| | | |
| | | |
− | ==8 Amendment of Bylaws== | + | ==Amendment of Bylaws== |
| These bylaws shall be amended by a majority vote of the membership, using the procedures stated in the Votes of the | | These bylaws shall be amended by a majority vote of the membership, using the procedures stated in the Votes of the |
| Membership section of these bylaws. | | Membership section of these bylaws. |