Article 1 - General Matters
Section 1.1 Name
The name of this corporation shall be Makersmiths, Inc.
Section 1.2 Non-Profit Purposes
- This corporation is organized as a non-profit corporation under the laws of the State of Virginia exclusively for one or more of the purposes specified in Section 501 (c) (3) of the Internal Revenue Code.
- Notwithstanding 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.
- No part of the earnings of this corporation shall inure to the benefit of, or be distributed to, its members, directors, 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.
- The purpose for which the Corporation is formed is to promote, support, and advance technical, scientific, and artistic skills, innovation, and invention through individual and collaborative projects, community building, tool and resource access, education, and mentorship and all services that the Board of Directors sees fit. Towards this purpose the corporation shall engage in charitable, scientific, and educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code.
Section 1.3 Principal Office
The principal office of the corporation is located in Leesburg, VA.
Section 1.4 Change of Address
The designation of the county, city or town of the corporation's principal office may be changed by the Board of Directors by filing a "Statement of Change of Registered Agent and/or Registered Office” 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
The corporation may also have offices at such other places where it is qualified to do business, as its business and actives may require, and the Board of Directors may, from time to time, designate.
Article 2 - Limitations
Section 2.1 Political Activities
The Corporation has been formed under Virginia Nonstock Corporation Law for the charitable purposes described in ARTICLE 2, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office.
Section 2.2 Prohibited Activities
The Corporation shall not, except in any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described in ARTICLE 2. The Corporation may not carry on any activity for the profit of its Officers, Directors or other persons or distribute any gains, profits or dividends to its Officers, Directors or other persons as such. Furthermore, nothing in ARTICLE 2 shall be construed as allowing the Corporation to engage in any activity not permitted to be carried on (i) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or (ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.
Article 3 - Board of Directors
Section 3.1 Board of Directors
The activities and affairs of this corporation shall be overseen by the Board of Directors, subject to the provisions of the laws of the Commonwealth of Virginia and any limitations in the Articles of Incorporation and these Bylaws.
The Board of Directors is charged with (2) two primary duties: the Duty of Care and the Duty of Loyalty
Duty of Care requires board members to act (1) in good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner the director reasonably believes to be in the best interests of the Corporation.
Duty of Loyalty requires board members to pursue the Corporation’s best interest, whether over money or politics. The Duty of Loyalty prohibits a director from engaging in self-dealing unless there is full disclosure to the board and the transaction is clearly in the corporation’s best interest.
- The Board shall consist of seven (7) elected persons and of the age of majority in the Commonwealth of Virginia, with no limit to the number of appointed advisers.
- The Board shall be elected at an annual meeting by a quorum of the members and their proxies to serve a three-year term. Board members shall be divided into three classes to achieve a staggered rotation of terms.
- The Board will appoint all officers.
- Advisers are non-voting members of the board who are appointed to the board and who will act in an advisory capacity.
- The Board of Directors shall not be required to accept the advice of such advisers.
- Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
- The Directors shall be indemnified by the corporation to the fullest extent permissible under the laws of the Commonwealth of Virginia.
Section 3.2 Vacancies of Office
- A Director may resign by giving written notice to any member of the Board of Directors.
- A Director is also deemed to have resigned or is required to resign under the following provisions:
- Being absent from three Board meetings consecutively without the approval of the Board; The minutes should note any excused absences.
- Having failed to uphold a signed statement of intent;
- Removal by resolution in a general membership meeting, in which there is a quorum of two-thirds of the voting members;
- Becoming of unsound mind; or
- A board member may take a “leave of absence” for up to six months with approval of a majority of the Board of Directors. The board member must submit a request in writing with a justification for the leave. Examples of acceptable reasons for leave include but are not limited to: maternity, care for family members and personal health.
Section 3.3 Annual Meeting of the Board of Directors
The annual meeting of the Board of Directors shall be conducted at a place and time set by resolution of the Board of Directors. (Standing Rules states annual Board meeting shall be last Wednesday of June from 7:00PM to 8:00PM in the Leesburg space)
Section 3.4 Special Meetings
- The Board of Directors may hold special meetings as needed at a time and place set by resolution of the Board of Directors.
- Special meetings of the Board of Directors may be called by or at the request of any Director also serving as Chief Executive Officer or President, or by any two Directors.
- Notice of special meetings shall be given to each Director at least seven (7) days prior to the meeting by any other member of the Board. Such notice may be given by any method as may be designated from time to time by resolution of the Board of Directors, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. The Director to be contacted shall acknowledge personal receipt of the notice within twenty four hours of receipt.
- Notice for a particular special meeting can be waived if all Directors are present and at the start of the special meeting the Directors 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 3.5 Quorum for Meetings
- A quorum shall consist of three-fifths of the Board of Directors represented in person, or with consensus, by a secured and authenticated real time medium, provided that access to this medium is presently available and accessible to all members of the board.
- 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 3.6 Conduct of Meetings
- Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, chosen by consensus of the Board.
- The Secretary of the Board will be chosen by consensus of the Board to record and provide meeting minutes of the Board.
Section 3.7 Majority Action as Board Action
Every act done or decision made by a 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 Articles of Incorporation, the Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a meeting by the board.
Section 3.8 Committees
- The corporation shall have such committees as may from time to time be designated by a quorum of Directors.
- These committees may consist of persons who are not members and shall act in an advisory capacity.
- Each committee may adopt rules for its own government not inconsistent with these Bylaws or with guidelines given by the Board of Directors.
- Each committee will have a chairperson, appointed by the Board of Directors.
Section 3.9 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 him/herself and will vacate his seat and refrain from discussion and voting on said item.
Article 4 - Officers
Section 4.1 Officers
- The Board of Directors may appoint by resolution officers that perform regular management of the corporation.
- The President shall not also be appointed as Secretary.
- The duties performed by officers will be determined by the Board of Directors.
The President shall perform such duties as the Board of Directors may delegate.
Section 4.1.2 Secretary
The Secretary shall perform such duties as the President or the Board of Directors may delegate.
Section 4.1.3 Treasurer
The Secretary shall perform such duties as the President or the Board of Directors may delegate.
Section 4.2 Other Officers
- The Board of Directors may appoint by resolution any number of other officers deemed necessary to conduct the business and affairs of the corporation.
- Any member in good standing shall be qualified to be appointed as an officer of the corporation.
Section 4.3 Officer Titles
- The Board of Directors may rename the position held by any officer.
- Officers may rename the position held for the duration of his or her tenure, unless otherwise requested by the Board of Directors.
- Any new title may not:
- Convey confusion with the responsibilities of the office; or
- Convey a conflict with other offices held.
Section 4.4 Officer Terms
- Officers shall hold office until:
- The next annual meeting of the Board of Directors;
- The position is resigned; or
- The Officer is dismissed by the Board of Directors.
- Resignations are effective upon fulfillment of all obligations to the date of withdrawal and should be given in writing to the Board of Directors.
- Dismissals are effective immediately.
Section 5.1 Determination of Membership
- The corporation shall initially have only supporting and regular member classes.
- Supporting members are not permitted to vote or otherwise influence the decision making process of the corporation.
- No member shall hold more than one membership in the corporation.
Section 5.2 Eligibility of Membership
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 5.3 Admission of Members
- An applicant shall be admitted as a supporting member so long as their dues are paid in full.
- An applicant shall only be admitted or renewed as a regular member after their membership application is approved by the appropriate policies as defined in the Standing Rules.
- A supporting member will be subject to policies set forth by the Board of Directors.
Section 5.4 Dues
Section 5.4.1 Monthly Membership Dues
All members shall pay monthly dues in advance, of such amount as may be set by a quorum of the Board of Directors.
Section 5.4.2 Notification of Dues
All membership dues shall be payable by the date determined by a quorum of the Board of Directors.
Section 5.5 Membership Rights and Privileges
- Any regular member whose dues are paid in full, is not on probation, is not a supporting 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.
- Members in good standing shall be entitled to one vote in all elections and special voting events as determined by the Board of Directors. Except as expressly provided in or authorized by the Articles of Incorporation, these Bylaws, or provisions of law, all membership in good standing shall have the same rights, privileges, restrictions and conditions.
- Every regular member shall have the right at any reasonable time to inspect the physical properties of the corporation.
Section 5.6 Membership Meetings
Section 5.6.1 Board Election Meeting
- An election of the Board of Directors class shall occur at least once per calendar year.
- Election of the Board of Directors shall be first by nomination, and then by final vote.
- Members who are nominated for the Board of Directors must disclose any potential conflict of interest to all members before binding votes are cast.
- A member of the Board of Directors shall not hold a term of office for more than 3 years without being elected for each term the office is held.
- Each candidate must provide a signed letter of intent prior to election.
- Each member in good standing shall submit a single vote that identifies no more than the number of Directors considered for election.
- A single vote to elect multiple candidates cannot list the same candidate more than once.
- Each candidate to receive the highest number of single votes shall be considered elected.
Section 5.6.2 Regular Meetings of the Membership
Regular meetings of the membership shall be held at a time and place chosen by resolution of the Board of Directors.
Section 5.6.3 Special Meetings of the Membership
- 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.
- 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.
- 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.
Section 5.6.4 Quorum for Meetings of the Members
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 5.7 Majority Action as Membership Action
Every act done or 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 the act of the members, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater number.
Section 5.8 Proxies
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 5.9 Non-Liability of Members
The members of this corporation shall not be personally liable for the debts, liabilities, or obligations of the corporation.
Section 5.10 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.
Section 5.11 Non-Transferability of Membership
- No member may transfer a membership or any right arising therefrom.
- All rights of membership cease upon the member's death.
Section 5.12 Voluntary Resignation
- A member may withdraw from membership by providing documented notice of resignation to an officer or director of the corporation.
- All rights, benefits, privileges, and the interests of a member in the corporation cease on termination of membership.
- Resignations are effective upon fulfillment of all obligations to the date of withdrawal.
Section 5.13 Expulsion
- 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, as determined solely by Board of Directors.
- Any person expelled from the corporation shall forfeit any and all dues already paid.
- All rights of a member in the corporation shall cease on termination of membership as herein provided.
Article 6 - Insurance for Corporate Agents
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 any agent of the corporation (including Directors, officers, 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 7 - Indemnification
- 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.
- 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 8 - Fiscal Matters
Section 8.1 General
The corporation may use its funds only to accomplish the purposes specified by these Bylaws.
Section 8.2 Fiscal Year
The fiscal year of the corporation commences on the first day of January and ends on the last day of December.
Section 8.3 Purchasing Authority
No member of the corporation shall be authorized to make purchases in the name of the corporation except as directed by the Board of Directors.
Section 8.4 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 as the Board of Directors may select.
Section 8.5 Checks and Notes
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 shall be approved by the Treasurer and signed by the Bookkeeper. The Treasurer shall be permitted to approve and bookkeeper to pay for routine, regularly occurring expenses as approved by the Board of Directors.
Section 8.6 Gifts and Donations
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 8.7 Material Property
- Material property that may be obtained from time to time 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.
- 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 8.8 Dissolution
- 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.
- 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 9 - Corporate Books, Records and Reports
Section 9.1 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 the laws of the Commonwealth of Virginia.
Section 9.2 Inspection of Documents
- 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.
- The request shall state the purpose for which the inspection is requested.
- The books and records shall be made available for inspection within a reasonable time after the request is received by the Secretary.
- 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 9.3 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.
Section 9.4 Maintenance of Corporate Books and Records
The corporation shall keep at its principal office:
- 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;
- 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
- 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
- A copy of the corporation's Articles of Incorporation and Bylaws as amended to date.
Section 9.5 Periodic Report
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 10 - Corporate Seal and Emblem
- The Board of Directors may adopt, use, and at will alter, a corporate seal and/or emblem.
- The seal shall be kept secured by the Secretary of the corporation.
- Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
- The emblem may be used under guidelines established by the Board of Directors.
Article 11 - Waiver of Notice
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 12 - Contracts and Instruments
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 13 - Parliamentary Authority and Construction
- 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.
- 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.
- 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.
- All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation of this corporation as filed with the Commonwealth of Virginia and used to establish the legal existence of this corporation.
- 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 14 - Amendments to Bylaws
- The Board of Directors is responsible for proposing amendments to the Bylaws.
- Members in good standing may propose amendments by submitting them in writing, with rationale, to the Secretary for consideration by the Board of Directors.
- 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.
- 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.
- 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 15 – Loans to Directors and Officers
The law of the Commonwealth of Virginia prohibits any loans or advances, other than customary travel advances, to be made by the Corporation to any of its directors or officers.
The undersigned certifies that he/she is the Secretary of Makersmiths, Inc., a Virginia nonprofit corporation, and that, as such he/she is authorized to execute this certificate on behalf of said Corporation, and further certifies that the foregoing Bylaws, consisting of 14 pages, including this page, constitute the Bylaws of the Corporation as of this date, duly adopted by the directors, of the Corporation at their [DATE] regular meeting, as amended from time to time prior to the date hereof.
[Signature of Secretary]