Bylaws

This is a draft of the Bylaws. It is intended for everyone to have a final say on what the Bylaws are before they are fully ratified. Original sample non-profit bylaws can be found at http://www.suite101.com/content/how-to-write-bylaws-for-nonprofits-a13277 Bylaws are intended to be items that can only change via formal action and vote of the membership, whereas policies and procedures can be changed by the governing body.

Article I. Name

1. The name of the organization/agency/group shall be the Knoxville Makers Guild. It may be abbreviated KMG.

Article II. Board of Directors

Section 1 — Board role, size and compensation

1. The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to volunteers and committees.
2. There shall be up to Ten (10) officers but no fewer than Three (3) officers collectively referred to as 'The board'. The shall always be a President, a Treasurer, and a Secretary.
3. No officer shall be compensated for their service as an officer, though the corporation may provide insurance and indemnity for officers as allowed by law.

Section 2 - Terms

1. Board members shall serve 1 year terms.

Section 3 - Board election protocol

1. Any member in good standing can nominate a candidate to the slate of nominees. Nominees must be members in good standing.
2. Nominations should be submitted to the Secretary.
3. Elections will be held at the Annual Meeting except in the event of a vacancy or during a special meeting to form a new committee.
4. At least three board members must be elected to fill the positions of President, Treasurer, and Secretary.
5. The Board shall have up to 10 elected members, but no fewer than 3.
6. To be elected, nominees must receive a majority vote by the members present at the annual meeting or special meeting or by proxy.
7. Votes will be accepted on paper, ballot style to be taken up and counted by the secretary.
8. Additional board positions may be created or terminated at the annual meeting or special meeting by a majority vote of the members in attendance or by proxy.
9. Members shall be elected for any additional board positions.

Section 4 — Quorum

1. Two thirds (2/3) of board members constitutes a quorum for business transactions to take place and motions to pass.
2. In absence of a quorum, no formal action shall be taken other than to adjourn the meeting to a subsequent date.

Section 5 — Vacancies

1. When a vacancy on the board exists mid-term, the secretary must receive nominations for new board members from present board members one week in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement to be voted upon at the next board meeting. These vacancies will be filled only to the end of the vacant board member's term

Section 6 — Resignation, termination, and absences

1. Resignation from the board must be in writing and received by the Secretary.
2. A board member may be terminated from the board due to excess absences defined as more than two unexcused absences from board meetings in a year. Termination due to absence requires a simple majority of the remaining directors, provided a quorum can be established.
3. A board member may be removed for other reasons by a three-fourths (3/4) vote of the remaining directors.

Article III. Officers

1. There shall be no less than three officers of the board, consisting of a President, Treasurer, and Secretary. Additional board positions are optional and their duties shall be detailed in the “Officer Duties and Responsibilities” document.
2. The President shall convene regularly scheduled board meetings, appoint committee members, and shall preside at each meeting. If the President cannot make the meeting, the President shall arrange for another board member to preside at the meeting.
3. The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
4. The Treasurer shall make a report on finances at each board meeting. The treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.

Article IV. Membership

1. New membership shall be inducted to the group in the manner listed in the Membership Rules document.
2. The board reserves the right to have final say who is allowed to have membership.
3. The board reserves the right to make special arrangements with individuals for membership.
4. Members shall be expected to adhere to the entirety of the rules laid out in the Membership Rules document.

Article V. Committees

1. The Board may appoint standing and ad hoc committees as needed.

Article VI. Meetings and notice

Section 1. - Board Meetings

1. Regular board meetings shall be held at least once a quarter. The purposes of the regular board meetings is to review the budget, and to take any actions reserved for the board.
2. Regular board meetings require that each board member receive written notice (such as an email) at least 14 days in advance indicating the date, time, and location of the board meeting.
3. Special board meetings may be held at any time when called for by the Chair or a majority of Board members. A quorum must be present for any business to take place.

Section 2 - Meeting of the members

1. An annual meeting of the members is required per Tennessee State law.
2. At the annual meeting, the President and Treasurer shall report on the activities and financial condition of the corporation.
3. New board members are nominated and elected as indicated above.
4. Notice of a meeting of the members must be provided at least 10 and no more than 60 days in advance. Notice may include postings on the website and emails sent to members, and must include the date, time and location of the meeting.

Article VII. Voting

Section 1 - Board

1. (a) (2/3) of board members constitutes a quorum. (b) In absence of a quorum, no formal action shall be taken other than to adjourn the meeting to a subsequent date.
2. Passage of a motion requires a simple majority (ie, one more than half the members present).

Section 2 - Membership

1. Membership will be allowed to vote upon the topics the board deems membership input is necessary. We need to be very careful of this. It would be ok to informally poll the members, but to allow a membership vote without providing the proper notice could run afoul of the TNCA.
2. The Membership will follow the process set forth in the Membership Rules.

Article VIII. Conflict of Interest

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 refrain from discussion and voting on said item.
2. In the event of conflict of interest preventing a quorum among the board the issue should be passed to current membership for a vote.

Article IX. Fiscal Policies

1. The fiscal year of the board shall be January 1st to December 31st.

Article X. Dissolution

1. In the event that the organization dissolves, assets may be liquidated to pay off any debt the organization may have accrued.
2. Members who have loaned items to the organization will be notified via U.S. Mail to pick up these materials. If members cannot be contacted or do not respond within 14 days items loaned to will be treated as a asset of organization.

# What do we do with the rest of the stuff?

Article XI. Amendments

1. Amendments to the bylaws can be initiated by any sustaining member.
2. Proposed amendments shall be given to the Secretary for distribution to the board. A (2/3) vote of Board members present, provided a quorum is present, adds the proposed amendment to the agenda for the next member meeting. The Chair may decide if a special vote is necessary.
3. These by-laws may be amended by a majority vote of members.