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 Post subject: Draft Bylaws
PostPosted: Sun Apr 26, 2009 10:14 pm 
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The following are the approved By-Laws per the interim business meeting this evening. This will be balloted on at the next business meeting for final approval.

Article I - Membership

Section 1. Membership Guidelines:
A. Refusal of membership—No party showing a responsible and honest interest in the mission of Twin Cities Maker (here after known as TCM) will be denied admission.

Section 2. Attendance
A. Regular attendance at meetings is strongly encouraged for all members, but not required.
B. Attendance will be taken at all meetings. Attendance will include all letters and phone calls received.

Section 3. Meetings
A. General Membership meetings shall be held on the second Wednesdays of each month at 7.00 PM, unless otherwise specified.
B. Additional General Membership meetings may be called at the discretion of the Governing Board

Section 4. Dues
A. Membership Dues for on-going members shall be assessed monthly as defined within the approved dues schedule.
B. New members shall pay at time of application.
C. Failure to make arranged payments of dues within a fifteen day grace period after the payment due date will be considered a lapse in membership.

Section 5. Guest Policy
A. A guest is any person attending a meeting or event who is not a member of TCM.
B. Guests may be in the shop if sponsored and supervised by a member, however may not make use of any equipment in any fashion. A guest is the responsibility of the sponsoring member. Guests must follow all rules and regulations of the shop.
C. Guests may take any class or attend any function open to the public provided they have any qualifications required for that particular event. They are limited to use of the facility during event hours and to equipment within the parameters of the event.

Section 6. Balloting Members
A. For the purposes of these By-Laws, a Balloting Member shall be defined as a General Member who has submitted a Ballot on a particular question or candidate.

Section 7. Removal of Membership
A. Membership of any General Member may be immediately revoked at any time by the Governing Board, or their authorized representative for any of the following reasons:
1. Violation of the TCM Code of Conduct.
2. Breach of any local laws on TCM properties, or at a TCM sponsored event, or while acting as a representative of TCM.
3. Theft or deliberate destruction of any properties of TCM, intellectual, capital or physical.
B. Revocation of membership may be appealed to the General Membership at the next General Membership Meeting. A simple majority of General Members present at the meeting will allow reinstatement of Membership.
C. Former members who have had membership revoked will not be entitled to a refund or reimbursement of any kind.

Article II - Committees
Committees may be formed by the Governing Board or the General Membership for any worthwhile purpose. The President will appoint a chairperson and committee members with board approval. These committees will report to the Governing Board and continue their assigned task until it is completed or they are dissolved by the Governing Board. The President will coordinate the activities of all committees and provide guidance and assistance as needed.

Article III - Governing Board Officers
The Governing Board of TCM exists to facilitate the long term goals of the organization.

Section 1: Duties of All Governing Board Officers
A. Officers are expected to attend Governing Board and General Membership meetings on a regular basis. An officer shall not miss more than two (2) Governing Board meetings and/or four (4) General membership meetings annually. Attendance does NOT include phone calls - personal attendance is required.
B. Officers shall not have another member perform their duties for more than a reasonable interim period.
C. Officers are encouraged to take on one or more assistants to perform their duties. These may be permanent assistants or assistants for a given task. This choice shall be left entirely to the individual officer. Members are encouraged to seek positions as assistants if they so desire, and officers are encouraged to consider all offers.
D. Officers will submit timely reports as appropriate.

Section 2: Specific Duties of Governing Board Officers
A. President: The President will preside at all meetings and will be responsible for general supervision of all TCM business. The President will appoint and coordinate committees and committee chairs, subject to Board approval for special activities. The President will be an ex officio member of all committees.
B. Vice President: The Vice President will assist the President in all duties, see to the routine operation of TCM, to the publicity of TCM, and be prepared to assume the office of President should a vacancy occur, until a new President can be elected. Routine operations shall include coordination of meetings, para-meeting activities, and any assistance other officers need in performing special duties of their office. The Vice President will assume any task(s) the President requests.
C. Treasurer: The Treasurer will collect dues, make authorized disbursements, and report renewals and new memberships to the Governing Board as required. In addition, the Treasurer shall submit financial reports to the Governing Board and the General Membership on a monthly basis, subject to audit.
D. Secretary: The Secretary will take and read the minutes of all meetings, receive and write necessary correspondence for TCM and ensure that the Governing Board receives a copy of such correspondence. They will maintain the official current membership lists, contact members when necessary.
E. Development Coordinator: The Development Coordinator shall be responsible to oversee fundraising, community outreach, membership growth, and membership retention of TCM. They will submit monthly reports to the President prior to each month’s General Membership meeting, and will make the current activity records available to the membership at each meeting.

Article IV - Changes in Governing Board Officers

Section 1: Eligibility for Office
A. Any member in good standing over the legal age of majority is eligible to hold the positions on the Governing Board.

Section 2: Terms of Office
A. Governing Board Officers shall hold office for a term not to exceed two (2) years.
B. An officer may continue in office without limit in number of terms served, but must stand for re-election at the end of each term.
C. Terms of office shall begin at the next regularly scheduled General Membership Meeting after the election.
D. If an officer fills a vacancy at any time other than normal election time due to departure of their predecessor, the term will also end at the next regularly scheduled election cycle.

Section 3: Nominations and Elections
A. Elections shall occur at the General Membership Meeting held in May of odd-numbered calendar years for regular elections, or at the first business meeting following the resignation or other departure of a Board officer.
B. The Election Official shall preside over the proceedings of an election. The President shall serve as Election Official unless the President is a candidate for one or more offices on the current ballot, at which point the President will appoint an impartial member as the Election Official with the approval of a majority of the membership present at the meeting opening nominations.
C. The Election Official shall coordinate election proceedings. This shall consist of announcements of upcoming elections, review of nomination and election procedures, and review of the schedule for election.
D. Nominations shall be open to any qualified member of TCM as outlined in Bylaw Article IV Section 1. Nominations shall be open for the two months prior to elections. Members may nominate themselves. If a member is nominated by another member, the nominee must accept the nomination in person or in writing, otherwise the nomination will not be recognized. Nominations for all offices will close one week prior to elections.
E. Other elections shall be held at the third business meeting following the resignation or other departure the officer.
1. Discussion, debate, and other methods of sharing candidate information shall be employed at the discretion of the Election Official.
2. Balloting shall be by closed (written) ballot. Ballots will be counted by a panel appointed by the election officer with Governing Board approval. No candidate for any office may serve on this panel.
3. Election of officers shall be held independently; that is, each officer shall be elected in order stated in Article IV, Section 1, Parts A to E of the Bylaws. A single ballot may not be used to vote for more than one officer.
4. Election shall be by simple majority of the Balloting Members of each round of balloting. In any round of voting where no member gains a majority of votes, the candidate(s) with the least number of votes shall be dropped, and the election run again. This shall be repeated until a majority is achieved or only two candidates remain. If at any point this elimination would result in only one candidate remaining without a majority, that round of balloting would be repeated as a tie. If the election results in a tie, discussions will be reopened. If three rounds yield the same results, the election of this officer only shall be tabled, nominations reopened, and election held again at the next regular meeting.
F. Special Rules.
1. Article IV Section 3 (F) shall be struck in its entirety from the By-Laws after the first election.
2. Nominations for the first election shall be open until ten minutes prior to the start of elections at the first meeting holding elections.
3. The time requirements in Article IV Section 3 (D) shall not apply for the first election.

Section 4: Transition of Office
A. The beginning of the new term of office shall take place at start of the General Membership Meeting following the election.
B. Departing officers and newly elected officers shall both attend Governing Board meetings during the transition period. Only current officers shall have a vote in these meetings.
C. The transition period shall extend from the close of elections through the next Governing Board meeting after the new officers have taken office. Only new officers shall have a vote after their term has begun.

Section 5: Vacancies of Offices
A. If an office is vacated prior to the end of term for personal reasons, mishap, or recall, the President will begin replacement election proceedings following the methods of Section 3 above.
B. If the departing officer is unable or unwilling to continue in office until an election can be completed, the President shall appoint an interim officer to complete the required job tasks, subject to Board approval.
C. If the vacancy is in the office of President, the Vice President will become the Interim President and appoint an Interim Vice President with the approval of the Governing Board. Unless the Interim President is elected as President they shall revert to their prior elected position after new term of office begins.
Section 6: Recall of Officers
A. Recall proceedings will be convened if a written petition containing the signatures of two-thirds of the General Members is delivered to the Governing Board. No anonymous recall motions shall be recognized.
B. Recall proceedings will be convened at the first General Membership Meeting after receipt of a petition and presided over by the highest officer of TCM in order of succession whose office is not in question. The petition should be delivered to that officer.
C. After proper hearing has been given to both the petitioner and the officer at the same General Membership Meeting, a vote will be taken. If the officer in question does not appear within two (2) regularly scheduled General Membership Meetings after the initial proceeding, TCM will consider the recall motion uncontested and the vote will then be taken. The vote will be by closed (written) ballot, with a vote in the affirmative signifying that the officer should be removed. No votes cast prior to the hearing shall be accepted. Balloting shall be open until the motion succeeds, or after twenty-one (21) days the motion shall be defeated.
D. If two thirds (2/3) of the General Membership vote in favor of the recall motion, the officer is removed from office, effective immediately. Abstentions from this vote shall be considered as votes against the recall motion.
E. After a valid petition has been received, the officer in question shall be suspended until the resolution of the question. The highest ranking officer not in question may appoint an interim officer to fill the position until resolution of the question.

Article V - Finances
Section 1. Financial records of TCM shall be maintained by the Treasurer. These records shall be available for review or audit by the Governing Board at any time, and any General Member at General Membership Meetings.

Section 2. Fiscal year shall start June First of each year.

Article VI - Limitation of Responsibility

Section 1. This organization is a not-for-profit organization.

Section 2. Instructors and shop supervisory staff positions may be compensated appropriately for their time, however payment in kind via membership fee refund, discount or waiving must be taken before any wages will be paid out.

Section 3. No one shall enter into any financial agreement in the name of this organization without prior written authorization of the President and Treasurer.

Section 4. Purchases made by individual members for organization use may be submitted to the Treasurer for reimbursement, subject to the approval of the Governing Board.

Section 5. General Members are not permitted to use the shop for significant personal gain.

Article VII - Amendments to the Bylaws
The Bylaws may be amended at any General Membership meeting, provided that proposed amendments have been submitted at the prior General Membership Meeting. Such amendments will become official upon adoption by a simple majority of the Balloting Members.

!!!edited for typo in IV.3.E.4 s/candidates/the candidate(s)!!!
!!!edited for clarification in IV.3.E.4 added "If at any point this elimination would result in only one candidate remaining without a majority, that round of balloting would be repeated as a tie. If the election results in a tie, discussions will be reopened. "!!!


Last edited by metis on Wed May 13, 2009 12:51 pm, edited 3 times in total.

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 Post subject: Re: Draft Bylaws
PostPosted: Mon Apr 27, 2009 7:42 am 
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Quote:
Section 5. General Members are not permitted to use the shop for significant personal gain.


I don't like that at all, this is what I intended would happen. If people gain knowledge and use it to further themselves or create a career or a product, I think that is a good thing and should be encouraged not against the rules.


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 Post subject: Re: Draft Bylaws
PostPosted: Mon Apr 27, 2009 8:10 am 
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paulsobczak wrote:
Quote:
Section 5. General Members are not permitted to use the shop for significant personal gain.


I don't like that at all, this is what I intended would happen. If people gain knowledge and use it to further themselves or create a career or a product, I think that is a good thing and should be encouraged not against the rules.


This was discussed and the reason its there is for people that are useing the shop to run an all out for profit business and consumeing more than a fair share of shop time and resources.


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 Post subject: Re: Draft Bylaws
PostPosted: Mon Apr 27, 2009 9:30 am 
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orion wrote:
paulsobczak wrote:
Quote:
Section 5. General Members are not permitted to use the shop for significant personal gain.


uh. i have a problem with this too. i think a member should be able to use the shop however he/she wants unless it is a problem with other members, or is detrimental to the TCMaker group as a whole.
for example: if someone wants to bogart the mill - i think they have the right to do so, and the next person just has to get in line. if someone is making a "production" batch of machined parts - maybe it will take 3 members to raise it as a complaint.
but if nobody complains or minds, then i'm all for em doing what they wanna do.

as for costs incurred, if each machine has a timelog/roster, then maybe we can apply a 60% rule. if YOUR name shows up as the majority user, then you might have to take care of the carbide bits. otherwise - heavy users might come in with their own bits?

i was just thinking of going by the "dont be a dick" rule.


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 Post subject: Re: Draft Bylaws
PostPosted: Mon Apr 27, 2009 9:48 am 
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I have no problem w/ people using the shop to make a profit, in fact, I'm wholly in support of it. I do think that if a person is going to be using a machine to mass produce, though, they should need to get the approval of the board so that any additional usage costs could be levied.


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 Post subject: Re: Draft Bylaws
PostPosted: Mon Apr 27, 2009 10:06 am 
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Paul and Nick -- this is the point in the bylaws I most objected to as well. Speaking for myself, I want Twin Cities Maker to become my full-time job. The reason this point got passed is that we need to have some kind of control clause in writing, and not that we don't want the shop to be used individually for profit by paying members. Note that the language says "General" members, there, too.

SCENARIO: say some General Member uses the TCM workshop (rather than the Stanford engineering design lab) to prototype a new low-cost prosthetic knee. Not a problem. Fantastic, in fact. Then, say the same General Member wants to go into production with the design, gets a startup grant, hires employees, etc. Basically they start the Jaipur Knee company in our space. That's where things start to get more complicated.

Are we going to refuse the use of our space for that? No way. This would be SUPER publicity and prestige for us, and we'd be stupid to shoot ourselves in the... um, we wouldn't want to turn down a golden opportunity. What we would want to do would be to work out some kind of formal agreement (contract) regarding finances, scheduling times for shop use, etc. One option might be to have them up their membership to some kind of premium or "corporate" level. Ergo, Jaipur Knee would no longer be a "General" member.

Also, items produced in the shop could also be sold & shipped from the shop, through a TCM consignment store, with the proceeds going both to the artist/engineer and the Twin Cities Maker treasury (for expansion of tool offerings, events, renovations/repairs, etc.) This example is particularly apt, too, because becoming a medical-device production shop might interfere with our ability to get grants from philanthropic organizations which patronize the arts. [/scenario]

BOTTOM LINE: I can completely see the TCM workshop being a sort of incubator lab for artists & entrepreneurs. Absolutely. And if some successful individual or group then wants to enhance their use of the space, within the realm of what's practical & possible, given the broad & general nature of the TCM mission statement, then that can be discussed at the appropriate time. (We'll cross that bridge when we come to it.)

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 Post subject: Re: Draft Bylaws
PostPosted: Mon Apr 27, 2009 10:27 am 
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the intent there was that the group last night felt that this was a *community* shop, not a commercial fabrication rental studio. (see our constitution, we're a community, not a business incubator)

using the shop to effectively run a personal business out of will incur significantly more wear and tear on gear, and prevent casual users from using it. we discussed artists in residence, or commercial memberships, and you'll note that they're not mentioned. we can teir in sub-leases to a sculptor who is going to teach a bunch of classes, or say to me for my (non-existant) kayak building business, or the like, and while many tools will sit vacant a lot of the time, it's still wear that they would not receive, and unfair to the intent that most folks seem to have as a causal workspace rather than buying into a commercial fab lab.

the idea being that for the general membership at ~50$ a month, if you want to make a prototype that's cool, but if you want to make 100 of something to sell or use the shop as your personal studio as a professional sculptor, you're incurring a different amount of wear and tool time, and effectively doing so on the backs of the general membership which is more casual.

50$ a month is what most folks seem to want, and you're looking at that for a *daily* rate for a cabinetry shop you can pay to work in and do commercial work.

in response to theo's post:
we also struck the stuff about paid employees, simply requiring that they first be paid in kind with membership (i.e. a part time position making ~500 a month takes home 450 because they get their membership free)

n.b. it's listed as "significant" personal gain. this was intentionally nebulous, and means that i for example could come in and make a custom kayak on occasion for sale, but that i can't use it as a 40 hour a week personal shop for my (theoretical) kayak building business. (not that i couldn't come in and work 40 hour weeks on something for myself, or even on occasion do something more time consuming to sell, but that it's not supposed to be your *job* at the co-op's expense.


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 Post subject: Re: Draft Bylaws
PostPosted: Mon Apr 27, 2009 10:30 am 
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I would like to see business's start out of TCM but i don't think running full fledged is a good idea and could cost us our non-profit status. Plus the legality of such and arrangement is something i don't think we want to get into,(machine breaks who broke it who fixes it, parts and prototypes wander away....). Also if they are a corporate member what are there voting rights at meetings, rights to equipment and space.


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 Post subject: Re: Draft Bylaws
PostPosted: Mon Apr 27, 2009 10:37 am 
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orion wrote:
Also if they are a corporate member what are there voting rights at meetings, rights to equipment and space.

Voting wouldn't be part of membership levels. Nobody's going to be cool with allowing folks to "buy enhanced voting rights". Not gonna happen.

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 Post subject: Re: Draft Bylaws
PostPosted: Mon Apr 27, 2009 10:53 am 
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I think if more discussion on this particular issue of personal gain is needed i recommend opening another thread.

Back to the topic, i suggest changing the dues setup to a fixed day each month as it will make tracking easy for the treasurer. otherwise you end up with dates all over the map, starting out it would be easy but grow to 50,100,200 it becomes a nightmare.(i speak from experience) also clarify if dues are prepay or post pay for the month.


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