By law, this is the core governing document of Interlock Rochester. These bylaws were written to maximize the direct power of the membership as a whole, reducing the power of Board of Directors and the officers to as functional a role as possible.
Amendments are handled as specified in #Article VII: Amendments
Article I : Why We Exist
Section 1: Mission Statement
Interlock Rochester, a not-for-profit organization, provides a space for its members and the local community to develop and share their interests in science, technology, art, and culture.
Section 2: Specific Purposes
Subject to and within the limits of Section 1, the corporation shall:
- Provide and maintain a physical location to support the educational, technological, and collaborative requirements of its members
- Collaborate on all forms of technology, culture, art and craft in new and interesting ways.
- Further the knowledge and experience of the public through talks, demonstrations, workshops, and public seminars pertaining to member crafts, skills, inventions, and discoveries.
- Apply the results of its work to specific cultural, charitable and scientific causes.
- Recruit and develop talented members dedicated to these purposes.
Article II: Who We Are
Section 1: Designation of Membership Classes
Interlock Rochester has a voting membership class and a non-voting membership class.
Section 2: Membership Class Qualifications
Any person who supports the purposes laid out in Article I of these bylaws is qualified to become a member.
Section 3: Voting Member Recruitment
Any voting member may nominate a qualified person to be a voting member. Any eligible person may be elected as a voting member upon payment of their first periodic dues to the Treasurer and submission of required paperwork to the Secretary. For purposes of these bylaws, all persons listed as initial directors on the Articles of Incorporation shall be considered the initial voting members.
Section 4: Voting Member Dues
The amount, payment period, due date and acceptable methods for collection of dues shall be reviewed each year at the annual meeting. A majority vote of the members at any meeting may change the procedure and terms for payment of dues. Member dues may be waived for a three month period due to financial hardship or relocation by written petition signed by more than three quarters (3/4ths) of the Board of Directors. Payment of dues may be waived for any other reason only by voting members at a duly called meeting.
Section 5: Voting Membership Rights and Responsibilities
Each voting member shall have an equal right to voice their opinion and vote their preference or abstain from voting in the affairs of the corporation. Each voting member shall exercise only one vote for each decision before the corporation. Votes should be exercised in person or via verifiable form of communication. Each voting member shall have reasonable inspection rights of corporate records. Each voting member shall be responsible for timely payment of dues, providing their current address, contact information, and preference for electronic receipt of communications. Each voting member is responsible for continuing to support the purposes of the corporation.
Section 6: Voting Membership Resignation and Termination
Any voting member may resign by filing a written resignation with the Secretary. Resignation shall not relieve a voting member of unpaid dues or other monies owed. Voting membership may be suspended for non-payment of dues by the Treasurer. Any suspended voting member may restore their membership within 90 days of the date of suspension upon payment of dues owed and payable through one month beyond the end of the suspension period, or upon the granting of a dues waiver as outlined in Section 4. Voting membership may also be terminated for any reason by written petition signed by more than three quarters (3/4ths) of the voting members.
Section 7: Non-Voting Membership
For fundraising and honorary purposes, the Officers may declare the qualifications for and appointment of non-voting members. Non-voting members do not have the right to vote in affairs of the corporation nor do they have any responsibilities towards it. All other rights and responsibilities of non-voting members shall be explicitly stated by the Officers at the time of appointment. All non-voting members shall take an Oath or Affirmation, administered by an Officer, upon a Douglas Adams book of their choice. A suitable book is available and will be provided if no preference is stated. If no book is available at that time the Officer may continue to next step of the induction process. An officer or member will start by saying "You solemnly swear or affirm that the answer to the ultimate question of life, the universe, and everything is..." to be finished by the non-voting member who replies, "42."
Article III: How we meet
Section 1: Regular Meetings
Regular meetings of voting members shall be held every first Tuesday at 19:00 at the registered office. A different meeting place may be designated by a petition signed by more than three quarters (3/4ths) of voting members. Regular meetings shall not take place on the day before, upon, or after a federal holiday unless specifically approved at the prior regular meeting or annual meeting. Meetings shall not take place on the day of a closure declared by the Office of Personnel Management.
Section 2: Annual Meetings
An annual meeting of all members shall take place sometime in October, November, or December. The President shall select the date, time and place no later than November 30th of each year. The date, time and place of the annual meeting must be posted in the registered office and submitted to members electronically at least two weeks prior to the annual meeting. A petition signed by more than three quarters (3/4ths) of voting members and submitted to the Board of Directors before December 15th may specify a new date, time and place for the annual meeting. At the annual meeting, the voting members shall elect the Board of Directors, review the standing rules and policies of the corporation, receive reports on the activities of the corporation, approve the budget, and determine the direction of corporation in the coming year.
Section 3: Special Meetings
A petition presented to all voting members and signed by one third (1/3rd) of voting members may call a special meeting. Such a petition must include the date, time, place and agenda of the special meeting.
Section 4: Notice of Meetings
The time and place of upcoming meetings shall be conspicuously posted at the registered office and electronically sent to all voting members. No notice is required for a regular meeting. Special meetings require 72 hours notice considered delivered only when all voting members are notified and given an opportunity to sign a special meeting petition. The agenda of the next upcoming meeting and minutes of the previous meeting shall be posted at the registered office and electronically submitted to all voting members at least 72 hours prior to any meeting.
Section 5: Quorum
At a duly called meeting, at least 25% (one quarter) of the entire voting membership shall constitute a quorum.
Section 6: Voting
When a quorum is present, all issues, except when otherwise specified in these bylaws, shall be decided by affirmative vote of more than 50% (one half) of the voting members present.
Section 7: Conduct of Meetings
All meetings shall follow the MIBS Simplified Rules of Coordinated Consensus through Chaos as approved at an annual meeting.
Article IV: The Officers
Section 1: Role, Number, Qualification, Term and Compensation
There shall be four officers consisting of a President, Vice President, Secretary, and Treasurer. Each officer must be a voting member and each officer shall serve from the time of their election until their successor is elected and qualifies. No officer may serve more than 3 consecutive terms. No officer shall be compensated for their service as an officer, though the corporation may provide insurance and indemnity for officers as allowed by law.
Section 2: Duties of the President
The President shall preside over all meetings or designate an alternate, attempt to achieve consensus in all decision-making, ensure the membership is informed of all relevant issues, and serve other duties of a President as required by law or custom.
Section 3: Duties of the Vice President
The Vice President shall be primarily responsible for the information systems and communication processes of the corporation, coordinate the teams that manage and design those systems, draft policies and procedures for information system use, ensure effective communication and information exchange within the corporation, and serving all other duties of a Vice President as required by law or custom, including acting when the President is unable or unwilling to act. 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 document. 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.
Section 4: Duties of the Secretary
The Secretary shall be responsible for membership records including membership and board meeting actions and petitions, sending out meeting announcements, posting and distributing copies of membership meeting minutes and relevant meeting agendas to the membership, assuring that corporate records are maintained, and serving all other duties of a Secretary as required by law or custom.
Section 5: Duties of the Treasurer
The Treasurer shall be custodian of corporate funds, collect dues, make a financial report for each meeting, assist in the preparation of the budget, develop fund raising plans, make financial information available to members and the public, address members who do not pay dues in a timely fashion, and serve all other duties of a Treasurer as required by law or custom.
Section 6: Duties of the Officers as whole to provide an Annual Report
The Officers must prepare an annual report to be distributed at the annual meeting. The report should chronicle the activities of the corporation, including specific narratives on the corporation's work, the corporation's annual financial statements, relevant legal filings, and relevant copies of the organization's district and federal tax returns.
Section 7: Officers are Directors
The Officers shall also serve as bona-fide directors on the Board of Directors. Election, resignation, removal and vacancies of the Officers are handled in accordance with procedures laid out in Article V.
Article V: The Board of Directors
Section 1: Role, Size, Term and Compensation
Directors are responsible for conducting the business of the corporation in the interests of and as directed by members according to Article III, Section 6. The board of directors shall consist of the four Officers as defined in Article IV and one (1) at-large director, all of whom are considered directors for the purposes of this article. All directors must be voting members of the corporation. Each director shall serve from the time of their election until their successor is elected and qualifies. A voting member may serve up to three (3) consecutive terms as a director after which that member is ineligible to serve as a director for at least one (1) year starting at the end of their third (3rd) term previous. No director may be compensated for their service as a director, though the corporation may provide insurance and indemnity for directors as allowed by law.
Section 2: Meetings
The Board of Directors shall meet when necessary, provided all voting members are notified electronically at least five business days prior to a meeting. The notice shall give the time, place, reason for calling the meeting and the agenda for said meeting. All voting members may attend a meeting of the board of directors. Minutes shall follow the standing rules for meetings as approved at an annual meeting. Minutes of each board meeting shall be conspicuously posted at the registered office and electronically distributed to members within 48 hours. Minutes shall be considered approved when signed by all directors in attendance.
Section 3: Elections
Each Voting Member present shall be given an opportunity to be a candidate for each officer position and each at-large director position on the board. If there is more than one candidate for an officer position, the candidate which obtains the highest number votes from voting members present shall be elected. If there are no candidates for an officer position, the outgoing officeholder may, if eligible, elect to serve another term or select any willing member to serve in that position. If fewer than two members are candidates for at-large director, those candidates are automatically elected and the remaining vacancies shall be filled by a random process selected by the outgoing President. If more than one member is a candidate for at-large director, each voting member present shall rank the candidates. The candidate obtaining the highest preferences from voting members present shall be elected.
Section 4: Quorum
Two thirds of the directors at a duly called directors' meeting shall constitute a quorum.
Section 5: Voting
All issues, except when otherwise specified in these bylaws, may be decided by affirmative vote of at least half the number of directors present at a duly held meeting. A decision made by affirmative vote of members according to Article III, Section 6 shall take precedence over a decision made by affirmative vote of the directors.
Section 6: Resignation, Termination and Vacancies
Any officer or director may resign by filing a written resignation with the Secretary or two other directors. An officer or at-large director may be terminated in their role by written petition signed by more than two thirds (2/3rds) of the voting membership. Vacancies on the board shall be filled at the next regular meeting using the applicable process outlined in Section 3.
Article VI: Dissolution
In the event of the dissolution of Interlock Rochester, the remaining voting members shall vote on beneficiaries to receive all remaining assets of the organization.
Article VII: Amendments
These bylaws may be amended only when an amendment petition signed by more than two thirds (2/3rds) of all voting members is then accepted at a meeting of voting members as specified in Article III. Written notice of the acceptance of such a signed petition must be submitted electronically to all voting members and delivered to all voting members of the corporation physically in person or by registered mail to take effect.