BYLAWS FOR GARLAND AREA MAKERSPACE CORPORATION a Texas nonprofit corporation

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ARTICLE 1 –General Matters

These bylaws constitute the code of rules adopted by the Garland Area MakerSpace Corporation [the Corporation] for the regulation and management of its affairs as a member- directed nonprofit corporation.

1.1 Name
The name of this corporation shall be The Garland Area MakerSpace.

1.2 Non-Profit Purposes
The purpose of the Garland Area Makerspace (GAM) is to provide a shared creative space.

GAM provides resources not readily available, enables the exchange of ideas, educational experiences and collaborative project driven learning.

  1. This corporation is organized as a non-profit corporation under the laws of the State of Texas exclusively for one or more of the purposes specified in Section 501 (c) (3) of the Internal Revenue Code.
  2. Not withstanding any other provisions of these Bylaws, this corporation 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.
  3. No part of the earnings of this corporation shallop inure to the benefit of, or be distributed to, its members, board members, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation or to reimburse approved expenses.

1.3 Principal Office

The principal office of the corporation is located in Garland, Texas.

1.4 Change of Address

The designation of the county or state of the corporation’s principal office may be changed by the Board of Officers 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.

1.5 Other Offices

The corporation may also have offices at such other places where it is qualified to do business, as its business and actives may require. The Board of Officers may, from time to time, designate additional offices.

1.6 Standing Rules

1.6.1 General Standing Rules

General Standing Rules shall be adopted or revised with a majority vote at a membership meeting. The Board may also adopt general Standing Rules with a two-thirds vote of the board.

1.6.2 Board Only Standing Rules

Board only Standing Rules shall be adopted or revised with a two-thirds vote of the board. Rules required for compliance to federal and state laws shall be Board only Standing Rules.

 

ARTICLE 2 – Members

2.1 Powers

The Board members of this Corporation are vested with the management of the business affairs of this Corporation. The Board is elected by ballot and all voting members have one vote. All voting members may run for membership of the Board.

2.2 Officers of the Board

Officer of the board shall be:
-President, the principal executive officer of the corporation
-Vice president, the deputy executive officer of the corporation -Secretary, the officer responsible for official records of the corporation -Treasurer, the officer responsible for financial affairs of the corporation

Specific duties of the board officers are defined by standing rules.

2.3 Members of the Board at large

Members of the Board at large are three people elected by the voting members of the Garland Area MakerSpace to serve on the Board as non-officers. They may perform special duties as assigned by Officers of the Board such as but not limited to chairing various Makerspace Corporation committees.

2.4 Initial Board Members

The initial board members will also be known as the founding board for the Garland Area MakerSpace Corporation:

President: Carol Currie
Vice President: Mark Bushnell
Secretary: Elizabeth Berry
Treasurer: Janell Jenkins
Member of the board at large: Randall Dunning

Initial board members shall serve until the first annual meeting of the corporation.

2.5 Qualifications for Membership

Membership in the Garland Area MakerSpace is open to any person over the age of 18 and shall not be denied to any person on the basis of race, creed, sex, religion or national origin. Employees of the Corporation (paid staff) may also be members. However, they are ineligible to vote on certain issues according to the standing rules of the Garland Area MakerSpace Corporation Statement of Confidentiality and they are ineligible to serve as an officer or as a member of the board.

Membership in the Garland Area MakerSpace Corporation is open to the public. Membership is granted upon application, payment of dues and approval by majority vote of the board.

2.6 Membership Classes

There shall be two classes of membership; members in good standing and voting members.

  1. Members in good standing shall be a member with dues paid for the current month.
  2. Voting members shall be members in good standing with dues paid for the current and previous two months.

2.7 Non-Liability of Members

The members of this corporation shall not be personally liable for the debts, liabilities, or obligations of the corporation.

2.8 Indemnification by Corporation of Members

The members of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

2.9 Non-Transferability of Membership

  1. No member may transfer a membership or any right arising therefrom.
  2. All rights of membership cease upon the member’s death.

2.10 Voluntary Resignation

  1. A member may withdraw from membership by providing documented notice of resignation to an officer or director of the corporation.
  2. All rights, benefits, privileges, and the interests of a member in the corporation cease on termination of membership.
  3. Resignations are effective upon fulfillment of all obligations to the date of withdrawal.

2.11 Expulsion

  1. A member shall be expelled from the membership of the corporation for a period set by resolution of the Board after providing the member with reasonable written notice and an opportunity to be heard by the Board either orally or in writing, and upon a determination by the Board that the member engaged in conduct that physically engagers the member or other members, exposes the corporation to embarrassment, scandal, public ridicule, and/or exposes the corporation to financial liabilities or unapproved financial obligations.
  2. Any person expelled from the corporation shall forfeit any and all rights afforded to members in good standing.
  3. All rights of a member in the corporation shall cease on termination of membership as herein provided.

 

ARTICLE 3 MEETINGS

 

3.1 Membership Meetings

The Garland Area MakerSpace will hold an annual membership meeting as called by the board. Additional meetings are called as deemed necessary by the board. Notification of date, time and place of these meetings will be posted on the home page of the MakerSpace website at least one week prior to the meeting.

3.2 Special Meetings

  1. A special meeting may be called by a majority vote of the Board, or upon written request submitted to the Board 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 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 later date is stated in said request and can be complied with.
  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 announced 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 or the person(s) calling the meeting, and only matters that are contained in this notification shall be considered.
  3. A notice of any membership meeting which the Board Officers and Board members are to be elected must also state the names and positions of each nominee or candidate for election.

3.3 Quorum for Meetings

At any meeting of the members, a quorum shall consist of a majority of the board members and the voting members of the corporation represented in person. (Voting by proxy shall be allowed.)

3.4 Majority Action as Membership Action

Every act or decision done or made by a majority of voting members present in person at a duly held meeting constitutes an action of the members, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater number.

 

ARTICLE 4 Insurance for Corporate Agents

 

Except as may be otherwise provided under provisions of law, the Board may by resolution and with approval of a majority of the Garland Area MakerSpace membership present, authorize the purchase and maintenance of insurance on behalf of any agent of the corporation (including Board officers, board members, members, employees or other agents of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.

 

Article 5 – Indemnification

 

  1. By resolution of the Board, 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.
  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 6 – Fiscal Matters

 

6.1 General

The corporation may use its funds only to accomplish the purposes specified by these Bylaws.

6.2 Fiscal Year

The fiscal year of the corporation commences on the first day of January and ends on the last day of December.

6.3 Purchasing Authority

No member of the corporation shall be authorized to make purchases in the name of the corporation except as authorized or as directed by the Board of Directors.

6.4 Deposits

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 such as the Board of Directors may select.

6.5 Checks and Notes

Except as otherwise specifically determined by resolution of the Board, standing rule, 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 time to time by the Board shall be signed by the Treasurer and countersigned by a designated board member of the corporation except that the Treasurer shall be permitted to pay for routine, regularly occurring expenses as approved by the Board.

6.6 Gifts and Donations

The Board may accept on behalf of the corporation any gift, donation, bequest, or device consistent with the nonprofit purposes of this corporation.

6.7 Material Property

  1. Material property that may be obtained from time to time by the corporation in its name shall be controlled and the responsibility of the corporation President or other individuals or committees so designated by the Board of Directors.
  2. All such material property shall be used in accordance with the purpose of the corporation and shall not be used solely 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.

6.8 Dissolution

  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.
  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 from time to time.

 

Article 7 – Corporate Books, Records and Reports

 

7.1 Books, Records and Reports

The corporation shall keep all corporate books, records and reports at its principal office or other secured locations as allowed by Texas State law.

7.2 Inspection of Documents

  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.
  2. The request shall state the purpose for which the inspection is requested.
  3. The books and records shall be made available for inspection within 30 days after therequest is received by the Secretary.
  4. Inspection of corporate books or records for purposes of soliciting business shall notbe 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.
  5. Digital versions of documentation shall be considered on acceptable to meet this clause.

7.3 Right to Copy and Make Extracts

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 on site.

7.4 Maintenance of Corporate Books and Records

The corporation shall keep at its principal office:

  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;
  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;
  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
  4. A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date.

7.5 Periodic Report

The Board 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 8 – Corporate Seal and Emblem

 

  1. The Board may adopt, use, and at will alter, a corporate seal and/or emblem.
  1. The seal shall be kept secured by the Secretary of the corporation.
  2. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
  3. The emblem may be used under guidelines established by the Board.

 

Article 9 – Contracts and Instruments

 

The Board of Directors, with approval of a two-third’s vote of the board of Garland Makerpace, 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 10 – Parliamentary Authority and Construction

 

  1. Standing Rules set forth by the Board 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.
  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.
  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.
  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.
  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 11 Counter Terrorism and Due Diligence policy

 

The Garland Area MakerSpace Corporation shall comply and put into practice the federal guidelines, laws, and limitations set forth by pre-existing U.S. legal requirements related to combating terrorism.

 

Article 12 Code of Ethics and Whistleblower Policy

 

12.1 Conflict of Interest Policy

The board shall adopt and periodically review a conflict of interest policy to protect the corporation’s interest when it is contemplating any transaction or arrangement that may benefit any director, officer, employee, affiliate, or member of a committee with board delegated powers. [See Exhibit A: Conflict of Interest Policy]

12.2 General Ethics Requirement

It is the intent of the Garland Area MakerSpace Corporation to adhere to all laws and

regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. It is the responsibility of all members to action to achieving compliance with these bylaws, standing rules, and various laws and regulations governing this makerspace.

12.3 Reporting Violations

If any member reasonably believes that some policy, practice or activity of the Garland Area MakerSpace is in violation of law, that peson must file a written complaint with either the Vice President of Garland Area MakerSpace Board, or the President, as appropriate.

12.4 Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation of standing laws, bylaws, or standing laws must be acting in good faith and have reasonable grounds for believing the information disclose indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be flase shall be reviewed as a serious disciplinary offense.

12.5 Retaliation
Said person is protected from retaliation only if she/he bring the alleged unlawful activity, policy, or practice to the attention of the Garland Area MakerSpace board and provides the Garland Area MakerSpace board with a reasonable opportunity to investigate an correct the alleged unlawful activity. The protection described below is only available to individuals that comply with this requirement. The Garland Area MakerSpace Corporation shall not retaliate against any Board officer or member who in good faith had made a protest or raised a coplaint against some practice or the Garland Area MakerSpace Corporation or of another individual or entity with whom the Garland Area MakerSpace Corporation has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.

The Garland Area MakerSpace Corporation shall not retaliate against any member who discloses or threatens to disclose to a public body any activity, policy or practice of the Garland Area MakerSpace Corporation that the individual reasonably believes is in violations of a law, or rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare or protection of the environment.

12.6 Confidentiality

Violations or suspected violations may be submitted on a confidential basis by the complainant or my be submitted anonymously. Reports of violations or suspectd violations shall be kept confiential to the extent possible, consistent with the need to conduct an adequate investigation.

12.7 Handling of Reported Violations

The President or Vice President of the Board shall notify the sender and acknowledge receipt of the reported violation or uspected violation within five business days. The board and its appointed committee shall promptly investigate all reports and appropriate correctie action shall be taken if warranted by the investigation. This policy shall be made avaialbe to all Board members and members of the Garland Area MakerSpace.

 

13 – Amendments to Bylaws

 

13.1 Amendments and Repeals

These Bylaws may be amended, repealed, or altered in whole or in part by a two-third’s vote at any regular or special meeting of the voting members present.

13.2 Notification
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.

 

Article 14 – CERTIFICATE OF ADOPTION OF BYLAWS

 

I do hereby certify that the Garland Area MakerSpace Corporation’s Board of Directors approved the above stated bylaws of the Garland Area MakerSpace Corporation on Monday, May 18, 2018 and constitute a complete copy of the bylaws of the corporation.

Secretary: Elizabeth Berry

Date: May 18, 2018

Garland Area MakerSpace Bylaws EIN 82-5528903

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