Old Bylaws

These Bylaws Are Old, they were succeeded by the Vote to Amend Governance Documents on 1/29/19. You can find the current bylaws at: Bylaws

This document is the Bylaws of Pumping Station: One, per the acceptance of the Bylaws Recodification vote.

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This document details the operation of Pumping Station: One.

Purpose

Statement of Purpose

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 States Internal Revenue law). Its mission is to foster a collaborative environment wherein people can explore and create intersections between technology, science, art, and culture.

Specific Goals

• 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.
• Interact with the local community that our space is situated in through education and cultural participation.
• Share our developments and ideas with the world at large.
• Facilitate communication with other spaces and colleagues nationally and internationally. Invite experts and other creative individuals to share their ideas and projects.

Location

Pumping Station: One shall continuously maintain in the State of Illinois a registered office and a registered agent whose business office, for the purposes of this corporation, is identical with such registered office. The registered office shall be the physical location of our workspace. In the event that we do not have a physical workspace, the registered office shall be determined by the board of directors.

Membership

Designation of Membership Classes

We have two classes of members: Full Members and Starving Hackers.

Eligibility for Membership at Any Tier

In order to be a member of Pumping Station: One, a person must support the purpose and specific goals of the organization and be at least 18 years old. A member must also provide government-issued photo identification to at least two members of the board of directors at the time of payment of the first membership fee, and provide an electronic mail address for receiving official notice of members' meetings. Any person who does meet these requirements is eligible for membership in Pumping Station: One, as long as that person pays the monthly membership fee, as determined by the board of directors, for their chosen class of membership.

Eligibility

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. A member must also provide government-issued photo identification to at least two members of the board of directors at the time of payment of the first membership fee, and provide an electronic mail address for receiving official notice of members'€™ meetings. Any person who does meet these requirements is a Full Member of Pumping Station: One.

Rights and Responsibilities

Full Members

Full Members enjoy the following privileges:

• A key or other method of entry to the physical workspace.
• Twenty-four hour access to the physical workspace.
• Eligibility to vote on any issue put before the membership.
• Eligibility to vote for officers and directors.

Full Members must also fulfill the following responsibilities:

• A member must thoughtfully contribute to Pumping Station: One's direction and policies.
• A member must pay the monthly fee as determined by the board of directors.
• At the time a member'€™s eligibility expires, he must forfeit his or her method of entry in addition to any other property owned by Pumping Station: One to a member of the board of directors or an agent designated by the board of directors for this purpose.

Starving Hackers

Starving Hackers enjoy the following privileges:

• A key or other method of entry to the physical workspace.
• Twenty-four hour access to the physical workspace.

Starving Hackers must also fulfill the following responsibilities:

• A Starving Hacker must pay the monthly fee as determined by the board of directors.
• At the time a Starving Hacker's eligibility expires, he must forfeit his or her method of entry in addition to any other property owned by Pumping Station: One to a member of the board of directors or an agent designated by the board of directors for this purpose.

Unlike Full Members, Starving Hackers do not have the right to participate in member votes, or to vote for officers and directors of the organization. Starving Hackers may run for officer or director positions, but if elected must become a Full Member for the entire term as an officer or director.

Starving Hackers do not receive a storage locker or storage space in the physical workspace, and Starving Hackers must pay the nonmember price for classes at Pumping Station: One. [These provisions on Starving Hackers added October 20, 2009. Later edited for consistency.]

Meetings

Regular Meetings

Regular meetings for Pumping Station: One shall be held the first Tuesday of each month at 19:00 CST. Additional meetings may be held as determined by the board of directors. The meeting shall be held at the registered address or at a location determined by the board of directors. [This section amended on 01-19-2010.]

Annual Meetings

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. The following issues shall be addressed at the annual meeting:

• Election of all officers.
• Election of all at-large directors.
• 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.

Notice of Meetings

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 corporation. Notice of meetings shall also be posted at the corporation’s registered location.

Meeting Procedure

Meeting procedure shall follow the MIBS Simplified Rules of Coordinated Consensus Through Chaos, available at MIBS Rules.

Voting

Votes of the Membership

Issues Proper for a Vote of the Membership

Any lawful issue may be brought before the membership for a vote. A vote of the membership may not be overridden except by a higher legal authority or by a subsequent vote of the membership.

[This section was rewritten by this vote on December 11, 2012]

Quorum

Quorum for a vote of the membership of Pumping Station: One shall require at least one-third of the existing voting membership on the day of the vote. For the purposes of calculating the quorum, properly submitted proxy statements by members shall count as attendance.

[A quorum definition change was added by a vote on 07-19-2011 but the actual text voted on is lost to history. Some people say it was this, but no one knows for sure. One thing that everyone agrees on is that the number of members needed for a quorum was changed from 50% to one-third.]

Non-Voting Members

Full Members have the option at any time to become Non-Voting Members, or thereafter to re-activate as a voting Full Member, by emailing our voting account (vote@pumpingstationone.org) or notifying the Board of Directors. Non-Voting Members will not be counted when calculating whether quorum has been reached.

Full Members who have not attended a meeting or voted by proxy or in absentia for three consecutive months will automatically become Non-Voting Members until they re-activate by either voting or attending a meeting. Non-Voting Members who become Non-Voting by choice can only re-activate by emailing our voting account or by notifying the Board of Directors. As a convenience, Non-Voting Members *can* opt-in to voting for any issue without revoking their Non-Voting status. They will count toward quorum for any vote in which they participate. Board members are not eligible to become Non-Voting Members. Records of member attendance and voting will be maintained by the Secretary. [This non-voting provision added by a vote on 03-22-2011.]

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 bylaws as something subject to vote by the board of directors. To be properly submitted for a vote, the member must submit a written statement of the issue to be voted on to the board of directors at least seven days before the meeting 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.

Notice

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 members have provided to the corporation. Notice of all issues to be voted on shall be consolidated with the notice of 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.

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 board of directors at least 24 hours before the membership meeting where the vote is scheduled to take place. The notice must state the member’s intention that he shall vote by proxy, state which issues he intends to vote on by proxy, 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.

Voting Procedures

Voting procedures, including time limits for discussion before taking a vote, shall be defined by the MIBS Simplified Rules of Coordinated Consensus Through Chaos.

Majority

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 "€present"€ in this section, members voting by proxy count toward calculating that majority.

Votes of the Directors

Issues Proper for a Vote of the Directors

The board may decide issues and enact policy related to:

• spending money from the general fund necessary to keep the organization's property in good working order and functioning in fulfillment of the organization's mission, and legal and contractual obligations,
• spending money from the general fund on infrastructure improvements costing less than $300,
• spending money from the general fund to obtain advice and services for the management of the organization or the fulfillment of the organization's mission, and legal and contractual obligations,
• spending money from any funds donated for a specified purpose,
• creating, modifying, and revoking policies regarding legal, contractual, non-profit, and insurance-related issues, and
• fulfilling any obligations to ensure the health of the organization.

[This section was added by this vote on December 11, 2012] [This section was modified by this vote on July 28, 2015]

Quorum

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.

Submitting an Issue for Vote

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 that these bylaws explicitly state are subject to a vote of the officers shall be resolved by a vote of the officers. Any 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.

Notice

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 each director has provided to the corporation.

Remote Attendance

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 matters placed before the Board of Directors.

Voting Procedures

Voting procedures, including time limits for discussion before taking a vote, shall be defined by the MIBS Simplified Rules of Coordinated Consensus Through Chaos.

Majority

Unless otherwise specified in these bylaws, a simple majority vote of the directors present shall ratify any issue put before the directors for a vote. Under the meaning of "€present" in this section, directors present via telecommunications count toward calculating that majority.

Officers

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 officers as permitted by Illinois law. No officer may serve more than three consecutive terms as an officer. No officer may serve more than three consecutive terms as an officer in the same office or more than five consecutive terms as an officer or director. (changed by vote 2019-1-1) [[1]]

Eligibility

In order to be eligible to be nominated, a person must be a Starving Hacker Member or a Full Member as defined earlier in these bylaws in good standing for the six consecutive months prior to the election. To actually take and hold an office, the individual must be a Full Member. 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. [This section amended 10-12-2010.]

Nomination

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 annual meeting. If only one person is timely nominated to run for an office and accepts such nomination, he shall run unopposed. If no person is timely nominated to run for an office and accepts such nomination, nominations for that position may 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.

Elections

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.

Naming Rights

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.

Offices

President

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 requirements. The president is responsible for making sure that the corporation files its annual report, Illinois charitable organization statements, and any other papers required to maintain legal nonprofit status by the law of Illinois or Federal law.

The President, acting in the best interest of Pumping Station: One, is hereby authorized at the discretion of the board [via a vote of the board] to enter in contractual agreements on behalf of Pumping Station: One where no liability or financial commitment is assumed by the organization. Agreements which include a clause placing risk on the organization such as fines for breach of contract or claims to property as recourse, for example, are not eligible to be approved by the board. Upon entering in a contract on behalf of Pumping Station: One, the President is required to immediately notify the membership and make a signed copy available for review. The President is strongly encouraged to continue consulting with the membership on such issues, but will not require full member approval. This provision is intended to expedite business operations where no risk is assumed. [This authorization added 08-10-2010.]

Vice President

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 providing notice of all meetings of the members and of the board of directors, pursuant to these bylaws and the law of Illinois. 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.

Secretary

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 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.

Treasurer

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 by Pumping Station: One, the disbursement and reimbursement of funds authorized to be spent under the procedures detailed in these bylaws.

The Treasurer is empowered to reimburse anyone for the purchase of safety equipment to be dedicated to Pumping Station: One out of the general fund. The Treasurer is also empowered to buy safety equipment for Pumping Station: One directly. The sum of these reimbursements and purchases may not exceed $200 per calendar year or $50 per reimbursement incident or purchase. What constitutes "safety equipment" will be determined by the Treasurer and/or the chair of the safety committee on a case by case basis. A receipt must be provided for all donations or purchases that are reimbursed or paid for under this resolution. Reimbursements will be granted at the discretion of the Treasurer on a case by case basis. Whenever a reimbursement or purchase occurs, The treasurer must notify the membership via email what items were reimbursed or purchased by whom and how much they cost. [This reimbursement authorization added 04-06-2010. Discussed again 02-22-2011, may have intended to be replaced by 'Board Budget'.]

Chief Technical Officer

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 physical space.

Director of Public Relations

The Director of Public Relations shall serve as the liaison between Pumping Station: One and the media, and as the primary point of contact for all media inquiries. He or she is responsible for working with other Directors and members to coordinate strategic PR campaigns to promote the organization. The Director of PR shall be responsible for the content of all official press releases and announcements, and will work to develop communications strategies that advance the organization’s goals. He or she shall be responsible for assuring that Pumping Station: One events are appropriately publicized through a variety of media outlets by managing the promotion process and delegating tasks as necessary. The Director of Public Relations will also coordinate the development of a comprehensive fundraising strategy for the organization, including recruiting, building and maintaining long-term relationships with donors and potential donors, and working with the membership to focus effort on the most appropriate fundraising activities with the highest chance of success. In all capacities, the Director of PR is focused on raising awareness of the organization and its work at both a local and national level. [This section added 08-11-2009.]

Expiration of Term

An officer's term shall expire at the Annual Meeting following his election.

Resignation

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 be filled before the effective date, but the successor shall not take office until the effective date. In the event that an officer resigns, Full Members shall elect a replacement officer using the membership voting procedure defined in these bylaws. Nominations for people to run to replace the officer who has resigned shall open when the officer tenders his resignation, and remain open for one week. Members shall elect the replacement officer among the candidates who have been nominated and accepted their nomination, using the Votes of the Membership procedures in these bylaws. The replacement officer'€s term shall last until new officers are elected at the next Annual Meeting. (changed by vote 2018-1-9)[[2]] The replacement officer'€s term shall last until new officers are elected at the next Annual Meeting. This replacement term shall not count against the replacement officer for the purposes of calculating term limits.

Directors

The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, the Chief Technical Officer, the Director of Public Relations 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. No director may serve more than five consecutive terms as an officer or director.(Last sentence added by vote 2019-1-1) [[3]]

Eligibility

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.

Nomination

Nomination of at-large director candidates shall be done by the same process as officer elections as detailed elsewhere in these bylaws.

Election

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 votes with which to apply to the nominees. The two nominees with the most votes shall be the at-large directors until the next election. If only two people are timely nominated to run for at-large director positions and accept their nominations, they shall run unopposed. If only one person is timely nominated to run for at-large director, then he shall run unopposed. An election for the second seat shall occur at the meeting. Nominations for candidates to fill the unfilled seat shall be accepted at the meeting, and an election shall follow. That election shall follow all rules for a Vote of the Membership as defined in these bylaws. If nobody is timely nominated to run for at-large director, an election for both seats shall occur at the meeting. Nominations for candidates to fill both seats shall be accepted at the meeting, and an election shall follow. That election shall follow all rules for a Vote of the Membership as defined in the bylaws, except that each Full Member shall get two votes, and the two candidates with the most votes shall become at-large directors. If nobody accepts nomination to run for at-large director positions, the existing at-large directors may choose to retain their positions or choose to appoint another member to their seat. If only one person runs for at-large director but nobody accepts nomination to run for the second seat, one of the then-existing at-large directors may choose to retain his seat or appoint another person to it. The at-large directors may choose who retains this power by agreement 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.

Responsibilities

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 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.

Officer Oversight

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. This responsibility extends to oversight of the officers, but does not extend to altering the scope of the officers' duties, or to the authority to remove an officer. The Board of Directors does not have authority to alter the scope of an officer's duties or remove an officer from his position; any such decision must be made by a vote of the membership.

Drafting the Agenda

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. This responsibility is purely ministerial. The Board of Directors has no power to decide which issues are brought to the membership for a vote. As long as an issue is submitted in a timely fashion, within the time frame defined by these bylaws, the Board of Directors must place it on the agenda and submit it to the members for a vote at the next meeting, within the time frame defined by these bylaws for circulating notice of a Vote of the Membership. Directors have the right to make nonbinding suggestions about the proposals added to the agenda. However, these suggestions are not binding on the membership, and members are free to discuss, debate, and vote on a proposal no matter what, if anything, directors may say about the motion. The Board of Directors need not call a formal meeting to draft the agenda.

Meetings

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 to all directors and members of the organization, at the e-mail address provided to the corporation, at least 5 days in advance. Notice shall also be posted at the corporation’s registered address. The Board of Directors may also call special meetings other than the annual meeting, as necessary. Notice of any special meeting shall be provided electronically to all directors and members of the organization, at the e-mail address provided to the corporation, at least 5 days in advance. Notice shall also be posted at the corporation’s registered address. All full members may attend any meeting of the board of directors.

Board Budget

The board of directors is empowered to spend money from the general fund for any items necessary to maintain the day to day operation of the hackerspace, or to reimburse members for their purchases of these items, up to a limit of $1000 per year. Reimbursements will be considered upon delivery of the items purchased and the receipt. The decision to spend or reimburse under this amendment must be unanimous. Each expense or reimbursement under this amendment must be reported to the general membership at the next regular meeting and sent to the members via email. [This budget provision added at the 03-01-2011 meeting.]

Loans

Pumping Station: One empowers its Board of Directors to negotiate loans in good faith when it has the support of the membership. The President of Pumping Station: One shall sign any and all financial agreements on behalf of Pumping Station: One, NFP. [This authorization added 07-10-2011 to facilitate the loan for the laser cutter.]

Committees

The Board of Directors may establish committees to advise the Board or Officers, or to carry out various projects or tasks. Such committees may include one or more Board members or consist of members only as the board of directors deems appropriate. Committees may include, but are not limited to, a safety committee. [Added as part of the bylaws recodification to define the safety committee already mentioned elsewhere..]

Expiration of Term

An at-large director's term shall expire at the Annual Meeting following his election.

Resignation

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 vacancy may be filled before the effective date, but the successor shall not take office until the effective date. In the event that an at-large director resigns, Full Members shall elect a replacement at-large director using the membership voting procedure defined in these bylaws. Nominations for people to run to replace the at-large director who has resigned shall open when the at-large director tenders his resignation, and remain open for one week. Members shall elect the replacement at-large director among the candidates who have been nominated and accepted their nomination, using the Votes of the Membership procedures in these bylaws. The replacement officer’s term shall last until new at-large directors are elected at the next Annual Meeting.

Conflict of Interest Policy

Section 1: Purpose

Pumping Station: One NFP is a nonprofit, tax-exempt organization. Maintenance of its tax-exempt status is important both for its continued financial stability and for public support. Therefore, the IRS as well as state regulatory and tax officials view the operations of Pumping Station: One NFP as a public trust, which is subject to scrutiny by and accountable to such governmental authorities as well as to members of the public.

Consequently, there exists between Pumping Station: One NFP and its board and officers and the public a fiduciary duty, which carries with it a broad and unbending duty of loyalty and fidelity. The board and its officers have the responsibility of administering the affairs of Pumping Station: One NFP honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of Pumping Station: One NFP. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with Pumping Station: One NFP or knowledge gained therefrom for their personal benefit. The interests of the organization must be the first priority in all decisions and actions.

Section 2: Persons Concerned:

This statement is directed not only to directors and officers, but to all who can influence the actions of Pumping Station: One NFP. For example, this would include all full membership members, and anyone who has proprietary information concerning Pumping Station: One NFP.

Section 3: Areas in Which Conflict May Arise

Conflicts of interest may arise in the relations of directors and officers with any of the following third parties:

1. Persons and firms supplying goods and services to Pumping Station: One NFP.
2. Persons and firms from whom Pumping Station: One NFP leases property and equipment.
3. Persons and firms with whom Pumping Station: One NFP is dealing or planning to deal in connection with the gift, purchase or sale of real estate, securities, or other property.
4. Competing organizations.
5. Agencies, organizations and associations which affect the operations of Pumping Station: One NFP.

Section 4: Nature of Conflicting Interest

A conflicting interest may be defined as an interest, direct or indirect, with any persons or firms mentioned in Section 3. Such an interest might arise through:

1. Owning stock or holding debt or other proprietary interests in any third party dealing with Pumping Station: One NFP.
2. Holding office, serving on the board, participating in management, or being otherwise employed (or formerly employed) with any third party dealing with Pumping Station: One NFP.
3. Receiving remuneration for services with respect to individual transactions involving Pumping Station: One NFP.
4. Receiving personal gifts or loans from third parties dealing or competing with Pumping Station: One NFP. Receipt of any gift is disapproved except gifts of a value less than $50, which could not be refused without discourtesy. No personal gift of money should ever be accepted.

Section 5: Interpretation of this Statement of Policy

The areas of conflicting interest listed in Section 3, and the relations in those areas which may give rise to conflict, as listed in Section 4, are not exhaustive. Conflicts might arise in other areas or through other relations. It is assumed that the directors and officers will recognize such areas and relation by analogy. The fact that one of the interests described in Section 4 exists does not necessarily mean that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material, that upon full disclosure of all relevant facts and circumstances it is necessarily adverse to the interests of Pumping Station: One NFP. However, it is the policy of the board that the existence of any of the interests described in Section 4 shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of the board and officers to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures.

Section 6: Disclosure Policy and Procedure

Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed:

1. The conflicting interest is fully disclosed;
2. The person with the conflict of interest is excluded from the discussion and approval of such transaction;
3. A competitive bid or comparable valuation exists; and
4. The board has determined that the transaction is in the best interest of the organization.

Disclosure in the organization should be made to the president (or if she or he is the one with the conflict, then to the vice-president, who shall bring the matter to the attention of the board. Disclosure involving directors should be made to the president or if she or he is the one with the conflict, then to the board vice-president who shall bring these matters to the board or a duly constituted committee.

The board or a duly constituted committee shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to Pumping Station: One NFP. The decision of the board or a duly constituted committee thereof on these matters will rest in their sole discretion, and their concern must be the welfare of Pumping Station; One NFP and the advancement of its purpose. [This Conflict of interest policy added 04-06-2010.]

Dissolution

If Pumping Station One is forced to dissolve due to unfortunate circumstances, court order, or planned dissolution, the remaining assets and funds of Pumping Station One will be dispersed to a 501(c)(3) organization with similar purpose, as determined by the board of directors. [This section added 07-06-2010.]

Amendment of Bylaws

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 Agreement Amendment

All members and their guests shall abide by the membership agreement while at Pumping Station: One facilities and events. [This section added 03-10-2009. The Membership Agreement itself was amended by vote on 12-13-2011.]