By-Laws

Article 1 - General Matters

Section 1.1 Name

[1.1.1]The official and legal name of the Organization shall be 10BitWorks Hackerspace

hereinafter referred to as “the Organization”. It shall be a nonprofit organization

incorporated under the laws of the State of Texas.

Section 1.2 Non-Profit Purposes

[1.2.1]The Organization is formed exclusively for educational purposes within the

meaning of section 501(c)(3) specifically in the instruction of the public on subjects

useful to individuals and beneficial to the community. The Organization exists as a

shared space offering tools and collaborative opportunities in the domains of

engineering, science, trade-craft, design, and art. The activities of the Organization will

consist of:

[1.2.2]Providing access to otherwise inaccessible resources, such as tools of the

electronics and computer science fields; Mentoring and training in the use of these

tools; and Promoting applications of the engineering, science, trade-craft, design, and

art domains towards the benefit of the local community.

[1.2.3]Notwithstanding any other provisions of these Bylaws, the Organization shall not

carry on any activities not permitted to be carried on by a corporation exempt from

federal income tax under Section 501(c)(3) of the Internal Revenue Code, or by a

corporation, contributions to which are deductible under Section 170(c)(2) of the Internal

Revenue Code.

[1.2.4]No part of the earnings of the Organization shall inure to the benefit of, or be

distributed to, its members, directors, 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.

Section 1.3 Principal Office

[1.3.1]The principal office of the Organization is located in Bexar County, Texas.

Section 1.4 Change of Address

[1.4.1]The designation of the county or state of the corporation's principal office may be

changed by the Board of Directors by filing a 'Change of Registered Office' form with the

office of the Secretary of State. Such changes of address shall not be deemed, nor

require, an amendment of these Bylaws.

Section 1.5 Other Offices

[1.5.1]The corporation may also have offices at such other places where it is qualified to

do business, as its business and activities may require, and the Board of Directors may,

from time to time, designate.

Article 2 - Board of Directors

Section 2.1 Board of Directors

[2.1.1]The activities and affairs of the Organization shall be overseen by the Board of

Directors, subject to the provisions of the laws of the state of Texas and any limitations

in these Bylaws.

[2.1.2] The Board shall consist of five (5) elected persons who are members in good

standing and of the age of majority in the state of Texas.

[2.1.3]The Board will appoint all officers.

[2.1.4]The Board shall be elected at the annual meeting by a simple majority of the

voting members present. Their term of office shall be until the next annual meeting of

members or until a successor has been elected.

[2.1.5]Directors shall not be personally liable for the debts, liabilities, or other obligations

of the Organization.

[2.1.6]The Directors shall be indemnified by the Organization to the fullest extent

permissible under the laws of the state of Texas.

Section 2.2 Vacancies of Office

[2.2.1]A Director may resign by giving written notice to any member of the Board of

Directors.

[2.2.2]A Director is also deemed to have resigned or is required to resign under the

following provisions:

[2.2.2.1]Being absent from three Board meetings consecutively without the approval of

the Board;

[2.2.2.2]Removal by resolution of the general membership, in which there is a quorum

of two-thirds of the membership;

[2.2.2.3]Being of unsound mind or unable to fulfill their capacity as a member.

Section 2.3 Annual Meeting

[2.3.1]The annual meeting of the Board of Directors shall be conducted at a place and

time set by resolution of the Board of Directors.

Section 2.4 Special Meetings

[2.4.1]The Board of Directors may hold special meetings as needed at a time and place

set by resolution of the Board of Directors.

[2.4.2]Special meetings of the Board of Directors may be proposed by or at the request

of any Director, and confirmed by any other.

[2.4.3]Notice of special meetings shall be given to each Director at least seven (7) days

prior.

[2.4.4]Notice for a particular special meeting can be waived if all Directors are present

and unanimously vote to waive such notification. Otherwise, no business shall be

considered by the Board of Directors and the only motion which the Chairperson shall

entertain at such meeting is a motion to adjourn.

Section 2.5 Monthly Board Meetings

[2.5.1]A Board meeting shall be scheduled every month and publicly announced to the

general membership.

[2.5.2]General members are welcome to attend the Board meetings.

Section 2.6 Quorum for Meetings

[2.6.1] A quorum shall consist of three of the Board of Directors represented in person

or by proxy.

[2.6.2] Except as otherwise provided by these Bylaws or provisions of law, no business

shall be considered by the Board of Directors at any meeting at which the required

quorum is not available, and the only motion which the Chairperson shall entertain at

such meeting is a motion to adjourn.

Section 2.7 Conduct of Meetings

[2.7.1] Meetings of the Board of Directors shall be presided over by a member of the

board, chosen by consensus of the Board.

[2.7.2]Secretary of the Board will be chosen by consensus of the Board to record and

provide meeting minutes.

Section 2.8 Majority Action as Board Action

[2.8.1] Every act or decision done or made by a simple majority of the Directors

available at a meeting duly held at which a quorum is present is the act of the Board of

Directors, unless the Bylaws, or provisions of law require a greater percentage or

different voting rules for approval of a meeting by the board.

Section 2.9 Conflict of Interest

[2.9.1]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 him/herself and will vacate

his seat and refrain from discussion and voting on said item.

Article 3 - Officers

Section 3.1 Offices

[3.1.1]The Board of Directors may appoint by resolution officers who perform regular

management of the corporation.

[3.1.2]The President, Secretary and Treasurer can hold only a single office.

[3.1.3]The duties performed by officers will be determined by the Board of Directors.

Section 3.2 President

[3.2.1]The President shall perform such duties as the Board of Directors may delegate.

Section 3.3 Secretary

[3.3.1] The Secretary shall perform such duties as the Board of Directors may delegate.

[3.3.2] Shall ensure that minutes are taken for board meetings.

[3.3.3] Shall ensure that the record keeping requirements detailed in section 8.4 are

maintained.

Section 3.4 Treasurer

[3.4.1]The Treasurer shall perform such duties as the Board of Directors may delegate.

[3.4.2]Shall ensure that a Current Members Roster is maintained.

[3.4.3]Shall ensure that Financial records for the Organization are maintained.

[3.4.4]Shall ensure that Memberships are added and terminated as needed.

Section 3.5 Other Officers

[3.5.1]The Board of Directors may appoint by resolution any number of other officers

deemed necessary to conduct the business and affairs of the corporation.

[3.5.2] Any member in good standing shall be qualified to be appointed as an officer.

Section 3.6 Officer Terms

[3.6.1] Officers shall hold office until:

[3.6.1.1] The next annual meeting of the Board of Directors;

[3.6.1.2] The position is resigned from; or

[3.6.1.3] The Officer is dismissed by the Board of Directors.

[3.6.2] Resignations are effective upon fulfillment of all obligations to the date of

withdrawal and should be given in writing to the Board of Directors.

[3.6.3] Dismissals are effective immediately.

Article 4 - Members

Section 4.1 Determination of Membership

[4.1.1] The Corporation shall initially have only non-paying and paying member classes.

[4.1.2] Non-paying members are not permitted to vote.

[4.1.3] No member shall hold more than one membership in the corporation.

Section 4.2 Eligibility of Membership

[4.2.1]Membership shall be open to any natural person not suspended or expelled from

the corporation under the terms of these Bylaws, or otherwise disqualified by the terms

of these Bylaws.

Section 4.3 Admission of Members

[4.3.1] Any applicant shall be admitted as a paying member so long as their dues are

paid in full.

[4.3.2] An applicant shall only be admitted or renewed as a paying member after their

membership application is approved by the appropriate policies as defined in the Standing Rules.

[4.3.3] A non-paying member will be subject to policies set forth by the Board of Directors.

Section 4.4 Admission of voting Members.

[4.4.1] Members who have been paying members in good standing for at-least 3 months with no outstanding dues can apply to be a voting member.

[4.4.2] Voting members will lose their Voting member status and return to that of a paying member if.

[4.4.2.1] They fall out of good standing, through behavior or failure to pay dues.

[4.4.2.2] Have note attended physically, or submitted through proxy their vote in 3 consecutive meetings.

[4.4.2.3] Have had their voting status revoked by a two thirds vote of the board.

Section 4.5 Dues

Sub-Section 4.5.1 Monthly Membership Dues

[4.5.1.1] Paying members shall pay monthly dues in advance, of such amount as may

be set by a quorum of the Board of Directors.

Sub-Section 4.5.2 Notification of Dues

[4.5.2.1] All membership dues shall be payable on a monthly basis, or as otherwise

agreed to by the board of directors.

Section 4.6 Membership Rights and Privileges

[4.6.1] Any paying member whose dues are paid in full, is not on probation, is not a non-

paying member, and who has not resigned, been suspended or has not been expelled

shall be considered a member in good standing. Only members in good standing shall

be entitled to the rights and privileges of full membership.

[4.6.2] Members in good standing shall be entitled to one vote in all elections and

special voting events as determined by the Board of Directors.

[4.6.3] Every paying member shall have the right at any reasonable time to inspect the

physical properties of the corporation.

Section 4.7 Membership Meetings

Sub-section 4.7.1 Board Election Meeting

[4.7.1.1] An election of the Board of Directors shall occur at least once per calendar

year.

[4.7.1.2] Election of the Board of Directors shall be first by nomination, and then by final

vote.

[4.7.1.3] Members who are nominated for the Board of Directors must disclose any

potential conflict of interest to all members before binding votes are cast.

[4.7.1.4] A member of the Board of Directors shall not hold a term of office for more than

one year without being elected for each year the office is held.

[4.7.1.5] Each candidate must accept their nomination.

[4.7.1.6] Only members in good standing shall elect or be elected to the Board of

Directors.

[4.7.1.7] Each paying member in good standing shall submit a single vote that identifies

members as potential board members, not more than the number of openings being

voted on.

[4.7.1.8] A single vote to elect multiple candidates cannot list the same candidate more

than once.

[4.7.1.9] For the number of positions being voted upon. The candidates to receive the

highest number of votes shall be considered elected to number of positions.

For example: If there are 5 positions being voted upon, the 5 candidates with the

highest vote counts, shall be elected to those 5 positions.

Sub-Section 4.7.2 Regular Meeting

[4.7.2.1]Regular meetings of the membership shall be held at a time and place chosen

by resolution of the Board of Directors.

Sub-Section 4.7.3 Special Meetings

[4.7.3.1] A special meeting may be called by a majority vote of the Board of Directors, or

upon written request submitted to the Board of Directors by not less than ten (10)

percent of the full voting membership; such written request is to contain the subject or

subjects to be covered. A meeting date shall be set by the Board of Directors within

fifteen (15) days of receipt of the request and the date of the meeting shall not be set

more than forty-five (45) days from receipt of the request unless a specific date is stated

in said request.

[4.7.3.2] Unless otherwise provided by the Articles of Incorporation, these Bylaws, or

provisions of law, notice stating the place, date, time and purpose or purposes for which

the special meeting is called, shall be delivered not less than ten (10) days before the

date of the meeting. This notice shall be given to each member entitled to vote at such

meeting by the Board of Directors or the person(s) calling the meeting, and only matters

that are contained in this notification shall be considered.

[4.7.3.3] A notice of any membership meeting in which the Board of Directors are to be

elected must also state the names of each nominee or candidate for election.

Sub-Section 4.7.4 Quorum for Meetings

[4.7.4.1]At any meeting of the members, a quorum shall consist of one-third of the

voting members of the corporation represented in person or by proxy. Except as

otherwise provided by provisions of law, no business shall be considered by the

members at any meeting at which the required quorum is not present, and the only

motion which the Chair shall entertain at such meeting is a motion to adjourn.

Section 4.8 Majority Action as Membership Action

[4.8.1]Every decision made by a majority of voting members present in person or by

proxy at a duly held meeting at which a quorum is present is a decision of the members,

unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater

number.

Section 4.9 Proxies

[4.9.1]At any meeting of members, a member entitled to vote may vote by proxy

executed in writing by the member or by his duly authorized attorney-in-fact in

accordance with the requirements of law.

Section 4.10 Non-Liability of Members

[4.10.1]The members of this corporation shall not be personally liable for the debts,

liabilities, or obligations of the corporation.

Section 4.11 Indemnification by Corporation of Members

[4.11.1]The members of the corporation shall be indemnified by the corporation to the

fullest extent permissible under the laws of this state.

Section 4.12 Non-Transferability of Membership

[4.12.1] No member may transfer a membership or any right arising therefrom.

[4.12.2] All rights of membership cease upon the member's death.

Section 4.13 Voluntary Resignation

[4.13.1] A member may withdraw from membership by providing documented notice of

resignation to an officer or director of the corporation.

[4.13.2] All rights, benefits, privileges, and the interests of a member in the corporation

cease on termination of membership.

[4.13.3]. Resignations are effective upon fulfillment of all obligations to the date of

withdrawal.

Section 4.14 Expulsion

[4.14.1] A member shall be expelled from the membership of the corporation for a

period set by resolution of the Board of Directors after providing the member with

reasonable written notice and an opportunity to be heard by the Board of Directors

either orally or in writing, and upon a determination by the Board of Directors that the

member engaged in conduct materially and seriously prejudicial to the interests or

purposes of the corporation.

[4.14.2] Any person expelled from the corporation shall forfeit any and all dues already

paid.

[4.14.3] All rights of a member in the corporation shall cease on termination of

membership as herein provided.

[4.14.4] Any personal property left at the space, the expelled member has 30 days to

coordinate retrieval of their items.

Article 5 - Insurance for Corporate Agents

[5.1]Except as may be otherwise provided under provisions of law, the Board of

Directors may by resolution authorize the purchase and maintenance of insurance on

behalf of the organization.

Article 6 - Indemnification

[6.1] By resolution of the Board of Directors, the corporation may indemnify any person

who was or is a party or is threatened to be made a party to any potential, pending, or

completed action, suit, or proceeding, whether civil, criminal, administrative, or

investigative, by reason of the fact that they are or were a Director, officer, member,

employee or agent of another corporation, partnership, joint venture, trust, or other

enterprise, against expenses, including attorney's fees, judgments, fines, and amounts

paid in settlement actually and necessarily incurred by them in connection with such

action, suit or proceeding so long as they acted in good faith and in a manner they

reasonably believed to be in, or not opposed to, the best interest of the corporation, with

reasonable cause to believe their conduct was not unlawful, and they were not guilty of

negligence or misconduct in respect of the matter in which indemnity is sought.

[6.2] The termination of any action, suit, or proceeding by judgment, order, settlement,

conviction or upon a plea of nolo contendere or its equivalent will not, of itself, create a

presumption that the person did not act in good faith and in a manner which they

reasonably believed to be in, or not to be opposed to, the best interests of the

corporation, and with respect to any criminal proceeding, had reasonable cause to

believe that their conduct was not unlawful.

Article 7 - Fiscal Matters

Section 7.1 General

[7.1.1]The corporation may use its funds only to accomplish the purposes specified by

these Bylaws.

Section 7.2 Fiscal Year

[7.2.1]The fiscal year of the corporation commences on the first day of January and

ends on the last day of December.

Section 7.3 Purchasing Authority

[7.3.1]No member of the corporation shall be authorized to make purchases in the name

of the corporation except as directed by a member of the Board of Directors, or the

president or treasurer.

Section 7.4 Deposits

[7.4.1]All funds of the corporation will be deposited from time to time to the credit of the

corporation in such banks, trust companies or other depositories as the Board of

Directors may select.

Section 7.5 Checks and Notes

[7.5.1]Except as otherwise specifically determined by resolution of the Board of

Directors, these Bylaws or as otherwise required by law, checks, drafts, promissory

notes, orders for the payment of money, and other evidence of indebtedness of the

corporation in excess of an amount as set from by the Board of Directors shall be

signed by the Treasurer and countersigned by the President of the corporation except

that the Treasurer shall be permitted to pay for routine, regularly occurring expenses as

approved by the Board of Directors.

Section 7.6 Gifts and Donations

[7.6.1]The Board of Directors may accept on behalf of the corporation any gift, donation,

bequest, or device for the nonprofit purposes of this corporation.

Section 7.7 Material Property

[7.7.1] Material property that may be obtained by the corporation in its name will be

controlled and the responsibility of the corporation President or other personnel so

designated by the Board of Directors.

[7.7.2] All such material property shall be used only for the benefit of the corporation

and shall not be used for the personal benefit or gain of the appointed caretaker or any

third party. No material property of the corporation may be given to, loaned or placed in

the possession of a third party without the expressed permission of the Board of

Directors.

Section 7.8 Dissolution

[7.8.1] In the event of the liquidation or dissolution of the corporation, whether voluntarily

or involuntarily, no member will be entitled to any distribution or division of its remaining

property nor its proceeds.

[7.8.2] The balance of all money and other property received by the corporation from

any source, after the payment of all debts and obligation of the corporation, will be

distributed in accordance with the Articles of Incorporation and Section 501(c) of the

Internal Revenue Code and the regulations thereunder as the same now exist or as

they be hereafter amended.

Article 8 - Corporate Books, Records and

Reports

Section 8.1 Books, Records and Reports

[8.1.1]The corporation shall keep all corporate books, records and reports at its principal

office or other secured locations as allowed by Texas State law.

Section 8.2 Inspection of Documents

[8.2.1] The Corporation shall make all books and records of the corporation available for

inspection by any interested party for any proper purpose at any reasonable time by

submitting a written request to the Secretary of the corporation.

[8.2.2] The request shall state the purpose for which the inspection is requested.

[8.2.3] The books and records shall be made available for inspection within a

reasonable time after the request is received by the Secretary.

[8.2.4] Inspection of corporate books or records for purposes of soliciting business shall

not be considered a proper purpose and in no case shall members' contact

information be made available for inspection except by consent of the member or as

required by the Articles of Incorporation, these Bylaws or provisions of law.

Section 8.3 Right to Copy and Make Extracts

[8.3.1]Any inspection under the provisions of this Article may be made in person or by

agent or attorney and the right to inspection shall include the right to copy and make

extracts.

Section 8.4 Maintenance of Corporate Books and Records

[8.4.1]The corporation shall keep at its principal office or other secured location.

[8.4.1.1] Minutes of all meetings of Directors, officers, the membership and committees,

indicating the time and place of holding such meetings, whether regular or special, how

called, the notice given, and the names of those present, or if a membership meeting

then the names of the officers present and the number of members present, and the

proceedings thereof;

[8.4.1.2] Adequate and correct books and records of account, including accounts of its

properties and business transactions and accounts of its assets, liabilities, receipts,

disbursements, gains and losses;

[8.4.1.3] A record of its members indicating their names, addresses, and if applicable,

their phone numbers, email addresses and the termination date of any membership;

and

[8.4.1.4] A copy of the corporation's Articles of Incorporation and Bylaws as amended to

date.

Section 8.5 Periodic Report

[8.5.1]The Board of Directors shall cause any annual or periodic report required under

the Articles of Incorporation, these Bylaws, or provisions of law to be prepared and

delivered to an office of this state or to the members of this corporation, to be so

prepared and delivered within the time limits set by law.

Article 9 - Corporate Seal and Emblem

[9.1] The Board of Directors may adopt, use, and at will alter, a corporate seal and/or

emblem.

[9.2] The seal shall be kept secured by the Secretary of the corporation.

[9.3] Failure to affix the seal to corporate instruments, however, shall not affect the

validity of any such instrument.

[9.4] The emblem may be used under guidelines established by the Board of Directors.

Article 10 - Waiver of Notice

[10.1]Whenever any notice or notification is required to be given under the Articles of

Incorporation, these Bylaws, or provisions of law, a waiver thereof in writing signed by

the person or persons entitled to such notice, whether before or after the time stated

therein, will be deemed equivalent to the giving of such notice.

Article 11 - Contracts and Instruments

[11.1]The Board of Directors may authorize any member in good standing, or agent of

the corporation to enter into any contract or execute and deliver any instrument in the

name of and on behalf of the corporation.

Article 12 - Parliamentary Authority and

Construction

[12.1] Rules provisioned by policies set forth by the Board of Directors shall govern this

corporation in all cases to which they are applicable and in which they are not

inconsistent with these Bylaws, the Articles of Incorporation, or any statutes applicable

to this organization.

[12.2] If there is any conflict between the provisions of these Bylaws and the Articles of

Incorporation of this corporation, the provisions of the Articles of Incorporation shall

govern.

[12.3] Should any of the provisions of these Bylaws be held unenforceable or invalid for

any reason, the remaining provisions of these Bylaws shall be unaffected by such

holding.

[12.4] All references in these Bylaws to the Articles of Incorporation shall be to the

Articles of Incorporation of this corporation as filed with the State of Texas and used to

establish the legal existence of this corporation.

[12.5] All references in these Bylaws to a section or sections of the Internal Revenue

Code shall be to such sections of the Internal Revenue Code of 2003 as amended from

time to time, or to corresponding provisions of any future federal tax code.

Article 13 - Amendments to Bylaws

[13.1] The Board of Directors is responsible for proposing amendments to the Bylaws.

[13.2] Members in good standing may propose amendments by submitting them in

writing, with rationale, to the Secretary for consideration by the Board of Directors.

[13.3] Any member in good standing may propose an amendment to the Bylaws upon

collecting the signatures of 10 voting members or 10% percent of the voting

membership, whichever is larger, In favor of the proposed amendment.

[13.4] These Bylaws may be amended, repealed, or altered in whole or in part by a

majority vote at any regular or special meeting, in which there is a quorum of two-thirds

of the voting members with a two-thirds majority vote of the members in attendance.

[13.5] Notification of the general membership of an upcoming vote shall be made at

least ten (10) days prior to the scheduled date of the subject vote.