From ATXHackerspace

The purpose of the Organization is to promote and encourage technical, scientific, and artistic skills through projects, collaboration, and education including but not limited to the following:

Encouraging research, knowledge exchange, learning, and mentoring with each other and the community at large. ("Make a Difference")
Conducting professional and social relationships with each other and the community in a positive and constructive manner. ("Be Excellent to Each Other")
Providing and maintaining clean, safe spaces for teaching practical skills and theory of technology, science, and art.
Providing and maintaining clean, safe work spaces and other resources such as storage for projects related to technology, science, and art.
Providing resources such as hardware, tools, materials, access, and knowledge to members.
Promoting individual members' personal growth in their fields of interest, encouraging the individual members to share their projects and knowledge for the betterment of society through technology, science, and art.
Developing, supporting the development of, and providing resources for the development of free and open source software and hardware for the benefit of society.
Collaborating across disciplines for the benefit of cultural, charitable, and scientific causes.
Fostering the common purposes of its participants by all legal means.
Conducting or engaging in lawful activities in furtherance of the stated purposes or those incidental to them.
Openly inviting the community of the Austin, Texas area as well as people around the world to join us in the above endeavors.

Section 3: Location

ATX Hackerspace shall continuously maintain a registered office and a registered agent in the State of Texas. The business office, for the purposes of this corporation, is identical to the 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.

ARTICLE II - MEMBERSHIP

Section 1: Eligibility

Membership in the Organization shall be open to any person who supports its objectives and is subject to the following conditions:

Payment of monthly dues and keeping current with dues.
Signing the Organizations's Waiver of Liability.
Membership status is provisional. An individual does not become a member in good standing until they have used a provisional membership form and collected the signatures of seven unique members in good standing. The Member-at-large collects the completed provisional membership forms weekly, and announces that the 24 hour objection process has started to the main mailing list. There will then follow a period of 24 hours for the Member-at-large to collect objections to the provisional member to become a member in good standing, and if no objections are raised the provisional member is confirmed as a member in good standing.
If there is an objection to a provisional member who has collected seven (7) signatures, the objection will be read at the next meeting of the membership where there is a quorum. After hearing the objection and discussing the issue(s), the membership will vote on whether or not to make the provisional member a member in good standing.

Section 2: Dues

Membership dues shall be set by the Board and confirmed by the Membership by a two-thirds majority vote at a general meeting.

As of the Special Member Meeting of 1/28/2012 the Dues are:

General Membership : $55/mo
Full Time Student Members : $30/mo
- Student ID showing full-time student status must be sent to treasurer@atxhackerspace.org to qualify
Reduced Rate ("Starving Hacker") : $30/mo
- Member must petition the Board, who will determine if the member qualifies for the Reduced Rate. Such petitions are confidential and private.

Section 3: Voting Rights

Each member in good standing shall have one vote on each issue to be voted on in the annual meeting, general meetings, and any special meeting of the membership.

Section 4: Revocation

Membership in the Organization is dependent on adhering to the principles outlined in Article I and is at the pleasure of the membership as a whole. Revocation of membership requires all of:

At least one notification in writing or in person by the Chairman or acting Chairman prior to a vote of revocation. This can take the form of a warning or final notice.
A two-thirds majority vote of the membership at a general, special, or emergency meeting where the membership minus the Board may vote.
Confirmation of the removal of member status by a simple majority vote of the Board of Directors.

ARTICLE III - MEMBERSHIP MEETINGS

Section 1: Annual Meeting

The date, time, and place of the regular annual meeting shall be set by the Board of Directors. The meeting shall be announced on the front page of the Organization's website at least 2 weeks prior to the meeting. The annual meeting shall take place within the city limits of Austin, Texas, and shall be open to the full Membership and the general public.

Section 2: General Meetings

General meetings may be called by the Chairman or acting Chairman of the Board of Directors.

Section 3: Special Meetings

Special meetings may be called by the Chairman, or any three Board members together.

Section 4: Emergency Meetings

Emergency meetings may be called by any three Board members together, or by a consensus of two-thirds of the current Membership in good standing.

Section 5: Notice

Notice of each general, or special meeting and the associated agenda shall be sent to each voting member by mail, email, telephone, or fax, and posting on the front page of the organization's website, not less than 7 days before the meeting. Notice of emergency meetings shall be given to each voting member by mail, email, telephone, or fax, and posting on the front page of the Organization's website not less than 24 hours before the meeting.

Section 6: Quorum

The annual meeting, general meetings, special meetings, and emergency meetings must be attended by at three members of the Board Directors and a quorum of the Membership. A quorum of the Membership shall be defined as at least thirty percent (30%) of the current Membership in good standing. For the purposes of calculating the quorum, properly submitted proxy statements by members shall count as attendance.

Section 7: Majority

A simple majority is defined as "more than half" (50%), and a two-thirds majority is defined as "more than two-thirds" (66.6%).

Section 8: Minutes

A member (or members) in good standing must be chosen by the Secretary at the start of a meeting to take the Minutes before the meeting can proceed. The Minutes of a meeting must be ratified as accurate by the Secretary and posted on the organization's website within 72 hours. Minutes must be taken at:

Any meeting of the Board of Directors.
Any Annual, General, Special, or Emergency meeting of the Membership.

Section 9: Voting by Proxy

Members may vote by proxy. To vote on a matter by proxy, a member must provide authenticated notice to the Secretary of 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/she shall vote by proxy, state which issues he/she intends to vote on by proxy, and state how he/she intends to vote on each issue. Proper proxy statements shall count as attendance at the meeting for the purposes of calculating the quorum.

ARTICLE IV - BOARD OF DIRECTORS

Section 1: Qualifications and Duties

A. Board Role

The Board of Directors, consisting of five distinct people, shall be responsible for overall policy and day-to-day operations of the organization, and may delegate responsibility as it sees fit.

B. Compensation

The board shall receive no compensation for performing the duties of the Board other than repayment of reasonable expenses as approved by a majority vote of the Board of Directors. The corporation may provide insurance and indemnity for its officers as permitted by the State of Texas laws.

C. Qualifications

Board members must be members of the Organization who are in good standing with the Organization.

D. Responsibilities of the Board

The Board of Directors is responsible for all of the following:

Developing and reviewing fiscal procedures.
Developing and reviewing a fund raising plan.
Determining the duties, title, and compensation of any employed or volunteer position in the Organization.
Developing and reviewing an annual budget. The Board must approve the budget and all expenditures must be within the budget. Any major change in the budget must be approved by the Board. The fiscal year shall be the calendar year.
On time Filing of required documentation to meet the legal, business, and fiduciary responsibilities of the Organization.

E. Officers and Duties

There shall be five officers of the Board consisting of a Chairman, Vice Chairman, Secretary, Treasurer, and Member-at-Large. Their duties are as follows:

The Chairman shall convene regularly scheduled Board meetings, shall preside at each meeting, and be responsible for signing legally binding documents for the Organization.
The Vice-Chairman shall chair committees on special subjects as designated by the board and shall act as Chairman in the Chairman's absence.
The Secretary shall be responsible for keeping records of Board actions including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, assuring that corporate records are maintained and filed with the state as needed, and maintaining publicly available resources such as the website, wiki, and mailing lists.
The Treasurer shall maintain the bank account(s), financial interests, and assets of the organization, shall collect all dues and other monies, and make disbursements as directed by the Board. The Treasurer shall make a financial report at each Board meeting. The Treasurer shall chair the finance committee, assist the Board in the preparation of the budget and taxes, help the Board develop fund raising plans, and ensure that the financial records of the organization - including reports showing income, expenditures, and pending income - are available to the membership, Board members, and the public quarterly.
The Member-at-Large shall be available to take over the duties of any Board member, shall act as a liaison to the Membership and Community, and act as the organization's ombudsman. The Member-at-Large shall act as the Chairman in the absence of the Chairman and Vice-Chairman.

Section 2: Elections

Election of new Directors will occur as the first item of business at the annual meeting of the Organization. Directors will be elected by a simple majority vote of the current members in accordance with Article III. An emergency election can take place at the next General Meeting of the Organization if a Director resigns or is removed from office.

The Secretary shall read the roll of potential nominees submitted prior to the meeting published in the agenda.
Members in good standing may nominate a Member in good standing at the meeting.
These nominations must be individually seconded by a Member in good standing other than the nominee.
For each vacant Directorship position, a vote shall be taken via secret ballot, then counted by the Secretary and acting Chairman in full view of the Membership.
For each position, this process shall repeat until a majority of the membership in accordance with Article III confirms a nominee for the vacant position.

Section 3: Terms

All Board members shall serve until resignation or removal by a vote of no confidence of the Membership.

Section 4: Vacancies

When a vacancy on the Board exists, nominations for new Board members shall be received by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to the membership with the regular Board meeting announcement to be voted upon at the next Board meeting.

Section 5: Resignation, Termination and Absences

Resignation from the Board must be in writing and received by the Secretary or the acting Chairman. A resignation is effective when the notice is received unless the notice specifies a future date.

A Board member shall be removed from the Board if that member has three unexcused absences from Board meetings in a year, or by injury such that the Board member cannot sustain their duties, or by death.
A Board member may be removed by a unanimous vote of the remaining directors, provided the board member under consideration for removal has been notified at least seven days in advance of the vote.
A Board member may be removed from office through a convening of an Emergency Meeting of the membership and a two-thirds majority vote of no confidence by the membership in accordance with Article III. A call for a Vote of No Confidence must be brought up during the Annual, general, special, or emergency meeting by a member in good standing, and seconded by a member in good standing. A Vote of No Confidence takes precedence over any other issues during a meeting and no other business may be brought forward during the meeting until the Vote of No Confidence has been resolved. The standard for a quorum during a Vote of No Confidence is a majority of the current Membership in good standing.

Removal from office takes effect immediately and the responsibilities of the removed Board member shall be temporarily assigned to another Board member by the acting Chairman. Removal of a member or members of the Board will require an Emergency Election to take place within two weeks of such action being taken.

Section 6: Board Meetings

A. Meetings

The Board shall meet at least quarterly at an agreed upon time and place within the city limits of Austin, Texas.

B. Transparency

Board meetings shall be open to all members in good standing.

C. Minutes

Minutes from all full meetings of the Board of Directors shall be posted on the organization's website in accordance with Article III.

D. Telepresence

Attendance at a Board meeting can be in person, or via teleconference (telephone, videophone, or other verifiable form of telepresence), by written proxy to the Secretary, or by proxy of a Member in good standing as the duly authorized representative. This proxy must be in writing and signed by that Board Member not present.

E. Quorum

A meeting of the Board of Directors must be attended by at least three Board members before business can be transacted or motions made or passed.

F. Notice

Notices of general meetings of the Board of Directors shall by sent out by the Secretary by certified mail, email, telephone, or fax and posting on the organization's website to each Board member at least seven days prior.
Notices of special meetings shall be sent out by the Secretary by certified mail, email, telephone, or fax to each Board member and posting on the organization's website at least seven days prior.
Notices of Emergency Meetings shall be sent out by the Secretary to each Board member and posted to the Membership with the agenda and actionable item by any of certified mail, email, telephone, or fax and posting on the front page of the Organization's website not less than 24 hours before the meeting in accordance with Article III.

G. General Meetings

General meetings of the full Board of Directors shall be called upon the request of the Chairman quarterly.

H. Special Meetings

Special meetings of the full Board of Directors shall be called upon the request of the Chairman or three members of the Board.

I. Emergency Meetings

Emergency meetings of the full Board of Directors shall be called upon the request of the Chairman or by four members of the board and may have only one agenda item and one actionable item.

ARTICLE V - COMMITTEES

Section 1: Committee Creation

The Board may create committees as needed. The Vice Chairman shall appoint all committee chairs. Minutes of committee meetings shall be taken and made available to the Board of Directors in accordance with Article III.

ARTICLE VI - AMENDMENTS

Section 1: Amendment Procedure

Amendment proposals to these Bylaws must be brought up at a general, special, or emergency meeting of the Membership by a member in good standing, and seconded by a member in good standing. Any such proposed Amendment must be debated by the Membership, and passed by a two-thirds majority vote in accordance with Article III. Amendment proposals so passed must then be submitted to the Board Secretary in writing.

At the next general, special, or emergency meeting of the Board of Directors, the Amendment proposal so passed by the membership must be taken up by the Board for ratification. The board must debate the Amendment proposal. The proposed Amendment to these bylaws must pass by a three member majority of the Board of Directors.

ARTICLE VII - INITIAL BOARD MEMBERS

These initial members were voted using a simple majority of the membership. A quorum was established to be 30% of the membership.

The following members were present:

Roland McIntosh
Jonathan Kelly
Michael Rich
Matthew McCabe
Jason Lambert
Mert Eastman
Marshall Vaughan
Dustin Silverman
Amanda Kramer

Quorum was ratified by the membership present.

The initial board of the organization shall consist of the following members, elected into position at the membership meeting of June 15, 2010.

Chairman : Matthew McCabe
Vice Chairman : Michael Rich
Secretary : Amanda Kramer
Treasurer : Martin Bogomolni
Member-at-Large : Marshall Vaughan

Adoption

These Bylaws were approved at a meeting of the Board of Directors of ATX Hackerspace on

June 15th, 2010.

Amendment I : LLC

Business Entity

The business entity by which the Organization operates shall be "ATX Hackerspace LLC", henceforth referred to as the "LLC".

The LLC is the owner of the Organization, and the members of the LLC are ultimately legally responsible for the Organization.

Members and Shares

The initial members of the LLC are:

Martin Bogomolni : 333 shares
Matt McCabe : 333 shares
Mike Rich : 333 shares

The LLC has 999 shares, which are distributed equally between the initial LLC members.

Powers of the LLC

The LLC members hold veto power over the actions of the Board and Membership. The LLC members are the only members responsible for the purchase, sale, transfer and disbursement of shares. Membership in the LLC does not confer any voting rights in Board Meetings, nor does it confer voting rights in general Membership meetings. The LLC members are responsible financially for the Organization, as well as the entity legally liable for the Organization. These responsibilities and powers are the entirety of the scope of responsibility of the LLC and it's members.

Veto

The LLC members may veto decisions of the Membership and the Board. In order to veto:

The LLC members must meet either in person, by telepresence, or by proxy in accordance with these bylaws.
The shares that an LLC member controls must vote with the same result ( e.g. all YES, or all NO )
A simple majority is needed (51% or more) for the veto action to pass.
The LLC veto decision is final.

Purchase/Sale/Transfer/Disbursement of Shares

The LLC is the only entity in the Organization allowed to purchase, sell, transfer or disburse shares in the Organization. The minimum number of shares that can be bought, transferred, disbursed or sold must be greater or equal to 1% of the Organization. Anyone may become a member of the LLC by purchasing a fixed number of shares at a buy-in cost determined by the LLC.

As of the time of this writing, the buy-in cost is $2500 which will confer a 22% share in the Organization.
As of the time of this writing, a share costs $2.502

If a member of the LLC wishes to sell their shares, they must be offered:

First, to another member(s) of the LLC
Second, to another member(s) of the Organization in good standing
Finally, to any other interested party

Shares may be sold for a profit, but they may not be auctioned off. The Share price is set by the LLC and shall be reported to the Membership at the Quarterly Membership Meeting. The Share price must be determined by a meeting of the LLC members before any shares may be bought, sold, transferred or disbursed.

Meetings of the LLC

The LLC is not required to hold meetings at any regular interval.

Transparency

LLC meetings are open to Board members of the Organization.

Minutes

Minutes and proceedings of the LLC meetings shall be posted on the organization's website in accordance with Article III.

Quorum

Any meeting of the LLC requires the presence of the entire LLC (in person, by telepresence, or by proxy). The minimum quorum for the LLC is 100% attendance of all shareholders.

Notice

Notices of meetings of the LLC shall by sent out by the Secretary by certified mail, email, telephone, or fax and posting on the organization's website to each LLC member and to each Board member at least 24 hours prior.

These Bylaws were amended at a meeting of the Board of Directors of ATX Hackerspace on

August 3rd, 2010.

These Bylaws were further amended at a meeting of the Board of Directors of ATX Hackerspace on

June 18th, 2011.