The Make Space Bylaws

Last edited October 2018. Copied from the official document on the Make Space Google Drive.

Article I : Name and Purpose

Section 1: Name

The name of the Organization is The Make Space of Centre County, herein referred to as the Organization.

Section 2: General Purposes

Said Organization is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The mission of the Organization is to promote science education and the do-it-yourself spirit.

Article II: Membership

Section 1: Membership Classes

The Organization will have one class of membership, designated as Members.

Section 2: Eligibility

  1. Members must agree to support the purpose and specific goals of the Organization, and must contribute to operation of the Organization as determined by the standing rules and policies of the Organization herein referred to as General Policies.
  2. Potential members must apply and be approved for membership according to General Policies.

Section 3: Rights and Responsibilities

Members are expected to know and abide by all pertinent local, state, and federal laws. Members must agree to and abide by the General Policies. Members can be granted additional rights or have rights revoked according to General Policies.

Section 4: Membership Resignation and Termination

  1. Any member may resign by following the General Policies. Resignation shall not relieve a member of unpaid dues or other monies owed.
  2. Membership including access to the space may also be terminated for any reason through a vote by the Board whenever it would be in the the best interests of the Organization.

Article III: Meetings

Section 1: Meetings Location

Meetings shall be held at the office of the Organization or at a location designated by the Board.

Section 2: Quorum and Voting and Adjournment

Quorum and Voting are determined by General Policies.

Section 3: Meeting Attendance

  1. Meetings are open to the public unless restricted by law, Organization security or personal privacy.
  2. Participation in a meeting can be through use of two-way concurrent communication with participating members.

Section 4: Notice of Meetings

Notice of meetings shall be determined by General Policies.

Section 5: Annual Meetings

An annual meeting of members shall be held around the month of October. The Board of Directors shall fix the date and time. Annual Meeting of the Membership exist in order to:

  • Comply with legal requirements
  • Elect the Board of Directors
  • Vote on General Policies
  • Receive reports on the budget and activities of the Organization, approve the budget and determine the direction of Organization in the coming year
  • Any other issues that members have placed before the membership to be discussed at the annual meeting

Section 6: Special Meetings

Special meetings may be called by the Board of Directors or by petition signed by ten percent (10%) or more of the members for any lawful purpose at any time.

Article IV: The Board of Directors

Section 1: Number, Selection, and Tenure.

  1. The number of Board Members shall be determined by the Board and voted in by the members at a Publicized member meeting. The Board will consist of a minimum of three (3) directors.
  2. Starting with the second election, Candidates must have been Members for 6 months and meet any additional requirements in the General Policies
  3. The term length of a director and the frequency of elections shall be determined by General Policies.
  4. Vacancies existing by reason of resignation, death, incapacity or removal of a director before the expiration of his/her term shall be filled by a vote of the remaining directors then in office.
  5. Board members terms start as soon as they are elected or appointed.
  6. Removal. A board member may be removed by vote of the Board or Members at a Publicized meeting for any reason, whenever it would be in the the best interests of the Organization.

Section 2: Powers and Duties:

It shall be the duty of the Board to conduct the business of the Organization. The Board shall arrange for procuring necessary service or items. Decisions of the Board, or by a vote of Members, shall be the decisions of the Organization.

Section 3: Compensation:

No Board member shall be compensated for serving on the Board. Board members may be reimbursed for actual expenses incurred in performing the business of the Organization.

Article V Officers

Section 1: Number, Selection, and Tenure.

  1. The officers of the Organization shall be a President, a Secretary, a Treasurer, and such other positions at-large as the membership may elect.
  2. No two of the above named offices may be held by the same person.
  3. Officers are Board Members and selected in a manner according to General Policies.
  4. Filling Vacancies. If the position of any officer becomes vacant, the Directors in office shall select a replacement.

Section 2: Duties of Officers.

  1. The President shall preside or delegate at the meetings of the Organization and the Board of Directors; shall maintain order therein; shall generally supervise the business of the Organization.
  2. The Secretary shall assure that complete and accurate minutes are kept of all proceedings of the Organization.
  3. The Treasurer shall assure that an accurate account of all the monies of the Organization is kept, and shall assure that all monies are safely kept for the benefit of the Organization. The Treasurer shall, at the end of their service, surrender all monies and records to his/her duly elected successor or to the President of the Organization. The Treasurer shall file all required legal documents. The treasurer must provide transparent updates to the Board at meetings.

Article VI: Books, Records, and Reports

Section 1: Reporting

All documents and reports necessary for the purposes of maintaining incorporated and non-profit status must be made available to the entire membership.

Section 2: Permanent Records

The Organization shall keep current and correct records of the accounts, minutes of the meetings and proceedings and membership records of the Organization. Any such records shall be in written form or in a form capable of being converted into written form.

Section 3: Inspection of Corporate Records

Any person who is an Active Member of the Organization shall have the right at any reasonable time, and on written demand stating the purpose thereof, to examine and make copies from the relevant books and records of accounts, minutes, and records of the Organization.

Article VII: Fiscal Year

The fiscal year of the Organization shall be the period selected by the Board of Directors as the tax year of the Organization for federal income tax purposes.

Article VIII: Corporate Seal

The Board of Directors may adopt, use and modify a corporate seal. Failure to affix the seal to corporate documents shall not affect the validity of such documents.

Article IX: Indemnification

Any officer, director or employee of the Organization shall be indemnified to the full extent allowed by the laws of the State of Pennsylvania.

Article X: Amendments

  1. These bylaws shall be amended by a majority vote of the membership at any Annual or Special member meeting provided a quorum is present and provided a copy of the proposed amendment(s) are provided to each member with the agenda for the meeting, using the procedures stated in the Voting section of these bylaws.
  2. Proposed amendments to these Bylaws shall be submitted in writing to the Board of Directors at least two weeks in advance of the meeting at which they will be considered for adoption.

Article XI: Conflict of Interest

Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse themself and will vacate their seat and refrain from discussion and voting on said item.

Article XII: Charitable Organization

The Organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE XIII: LIMITATION OF ACTIVITIES

No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Organization. No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, the Organization shall not carry on any other activities not permitted to be carried on (a) by a Organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a Organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Notwithstanding any other provision of these Bylaws, the Organization shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the Organization.

ARTICLE XIV: DISSOLUTION

Upon the dissolution of the Organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

These Bylaws have been adopted by the Members: Date: Signed, Secretary: President: Treasurer: