This is the core governing document of Bloominglabs.
Amendments are handled as specified in Article V: Amendments
These Bylaws are not finalized until voted into effect by the existing member base.
Sections in blockquote are proposed additions to the bylaws.
Article I: Name And Why We Exist
Section 1: Name
The name of the organization shall be Bloominglabs Incorporated. From here on out within this document said organization shall be referred to as just Corporation.
Section 2: General Purposes
Said company is organized exclusively for charitable, educational, and scientific purposes. The mission of the corporation is to benefit its members with knowledge and resources as well as the community with said resources.
Section 3: Specific Purposes
Subject to and within the limits of Section 1, the corporation shall:
- Build and maintain a space suitable for technical and social collaboration.
- Collaborate on all forms of technology, culture and craft in new and interesting ways.
- Apply the results of its work to specific cultural, educational, charitable and scientific causes.
- Share freely its research and discoveries and use what is learned to teach others.
- Develop and recruit talented members dedicated to these purposes.
Article II: Who We Are
Section 1: Designation of Membership Class
Bloominglabs has a two membership classes. Class I is designated by paying full monthly dues. Class II is designated by paying a reduced rate of monthly dues based on hardship. Both classes have equal voting rights.
Section 2: Voting Membership Class Qualifications
Any person who supports the purposes laid out in Article I of these bylaws may apply to become a member.
Section 3: Voting Membership Class Election
The standing rules shall specify procedures for inducting new members. 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 Membership Dues
The amount, payment period, due date and acceptable methods for collection of dues shall be reviewed each year at the annual meeting, and shall be specified in the standing rules.
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. 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 resignation with any officer. Resignation shall not relieve a voting member of unpaid dues or other monies owed. Voting membership shall be suspended for non-payment of dues by the Treasurer after a period of three (3) months. Any suspended voting member may restore their membership as shall be specified in the standing rules. Voting membership may also be terminated for any reason by written petition signed by more than two thirds (2/3rds) of the voting members. If a member, through his or her actions, endangers the safety of members of Bloominglabs, or threatens Bloominglabs' lease and continued operation, that member's access to the space will be revoked. Subject to a two thirds (2/3rds) approval by voting members, that member will be terminated.
Section 7: Voting Membership Probation
Voting membership may be made probationary for a period of 1 month for any reason by written petition signed by more than two thirds (2/3rds) of the voting members. At the conclusion of the probationary period a second vote will be held, membership will be terminated unless two thirds (2/3rds) of the voting members vote to fully reinstate said member. Any voting member voted into probationary status more than once within a one year period shall be terminated.
Article III: How we meet
Section 1: Regular Meetings
Regular meetings of voting members shall be held as designated in the standing rules.
Section 2: Annual Meetings
An annual meeting of all members shall take place sometime in January, February or March. The President shall select the date, time and place no later than January 31 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 Valentine's Day 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 and vote on the standing rules and policies of the corporation, receive reports on the activities of the corporation, approve the budget and determine the direction of the corporation in the coming year.
Section 3: Special Meetings
A petition presented to all voting members and approved by one half (1/2) of voting members may call a special meeting. Such a petition must include the date, time, place and agenda of the special meeting. Notification of the result of the petition shall be presented to all members prior to the meeting.
Section 4: Quorum
At a duly called meeting, at least 25% (one quarter) of the entire voting membership shall constitute a quorum.
Section 5: 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 6: Conduct of Meetings
The conduct of all meetings shall follow the rules of order as specified in the standing rules.
Article IV: The Officers
Section 1: Role, Number, Qualification, Term and Compensation
There shall be three officers, a President, a Secretary and a 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 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 Secretary
The Secretary shall be responsible for maintaining membership and corporate records and for serving all other duties of a Secretary as required by law or custom.
Section 4: Duties of the Treasurer
The Treasurer shall serve as custodian of corporate funds, collect dues, present a financial report at each regular and annual meeting, assist in the preparation of the budget, make financial information available to members and the public, and serve all other duties of a Treasurer as required by law or custom.
Section 5: Duties of the Officers as whole to provide an Annual Report
The Officers must provide an annual report. The report shall 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.
Article V: Amendments
These bylaws may be amended only when an amendment proposal petition is approved at a membership meeting and signed by more than three quarters (3/4ths) of voting members. Notice of such petition must be submitted electronically to all members.
Article VI: Termination
Section 1: Conversion of Bloominglabs LLC into a non-profit corporation
The members of Bloominglabs LLC can make a one-time election to convert said company into a non-profit corporation. Election to convert requires a petition presented to all voting members and approved by all (100%) voting members. Upon formation of the new organization the following actions are required to take place:
- all current members are to be transferred to the new organization
- all existing officers of said company will take the same or a similar position in the new organization
- terms of service for existing officers will carry over from said company to the new organization
- all funds belonging to said company must be transferred to the new organization
- all property belonging to said company must be transferred to the new organization
- any remaining assets of said company must be transferred to the new organization
- said company will be formally closed and the new organization will take its place
- funds transfefred to the new organization can be earmarked by the officers to pay for conversion to the new organization and for closure of said company
Section 2: Closure of Bloominglabs LLC
Said company may only be terminated upon existence of the following circumstances:
- unforeseen financial hardship
- unforeseen hardship on its members
- lack of officers to operate the organization
Election to terminate said company requires a petition presented to all voting members and approved by all (100%) voting members. In the event of closure of said company, existing funds belonging to said company must be used to pay off all final bills and debts incurred by said company. All property belonging to said company is to be sold off to pay for debts incurred by said company. The treasurer may withhold remaining funds to pay for said companies final tax return and associated fees. Once this has occurred to satisfaction of the officers, any remaining funds are to be distributed evenly between all voting members. In the event property belonging to said company remains, it is to be distributed to voting members. Disputes over property will be handled by the officers in the following manor: said property is to be cut into halves until it can be evenly distributed between disputed parties.
Article VII: Conflict of Interest Policy
Section 1: Purpose
Corporation 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 Corporation 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 Corporation 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 Corporation honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of Corporation. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with Corporation 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 Corporation. For example, this would include all full membership members, and anyone who has proprietary information concerning Corporation. 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: Persons and firms supplying goods and services to Corporation. Persons and firms from whom Corporation leases property and equipment. Persons and firms with whom Corporation is dealing or planning to deal in connection with the gift, purchase or sale of real estate, securities, or other property. Competing organizations. Agencies, organizations and associations which affect the operations of Corporation.
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: Owning stock or holding debt or other proprietary interests in any third party dealing with Corporation. Holding office, serving on the board, participating in management, or being otherwise employed (or formerly employed) with any third party dealing with Corporation. Receiving remuneration for services with respect to individual transactions involving Corporation. Receiving personal gifts or loans from third parties dealing or competing with Corporation. 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 Corporation. 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: The conflicting interest is fully disclosed; The person with the conflict of interest is excluded from the discussion and approval of such transaction; A competitive bid or comparable valuation exists; and 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 treasurer, 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 treasurer 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 Corporation. 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 Corporation and the advancement of its purpose.