Kevin bylaws rewrite

This document details the operation of LVL1 Inc.

Overview

Name

This corporation shall be known as LVL1 (hereinafter also referred to as the "Corporation").

Statement of Purpose

LVL1 Inc, Not for Profit Company is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future United States Internal Revenue law). Its mission includes, but is not limited to:

• Providing workspace, equipment and other resources for communal use by all members.
• Creating a safe and open environment for experimentation in technology and art.
• Encouraging continued learning through workshops, classes, seminars and mentoring.

Location

LVL1 shall continuously maintain in the Commonwealth of Kentucky a registered office and a registered agent whose business office, for the purposes of this corporation, is identical with such registered office. The registered office shall be the physical location of our workspace. In the event that we do not have a physical workspace, the registered office shall be determined by the board of directors.

Membership

This Corporation shall have four classes of Members: Provisional Members, Full Members, Voting Members, and Inactive Members

Eligibility

Provisional Members

• Must have signed waiver of liability
• Agree that LVL1 accepts no responsibility for personal property
• Over 18
• Must owe no debts to the corporation
• Must not have been previously expelled or terminated from membership.
  • This requirement can be waived by a vote of the membership.
• Must not have been a provisional member within the past six months.
  • This requirement can be waived by a majority of Officers and Directors.
• Full and Voting Members must be notified of the intent to join

An eligible person becomes a provisional member upon providing to the Officers:

• Written indication that they have agree to these bylaws and all rules/policies derived from them.
• Photo identification to two officers
• A physical address
• An email address for notices
• A First dues payment.

Full Members

• A provisional member who maintains membership for 90 days becomes a full member.  
  • Statements of support must be greater than statements of opposition.

• A voting member may request to become a full member.

• An Inactive member may request to become a full member.

• A Voting Member who does not vote in two consecutive annual elections.

Voting Members

A full member who wishes to become a voting member may do so by submitting a written request to the secretary.

Any member of the corporation who had voting rights during the 2025 annual election will be considered a voting member so long as they continue to meet their responsibilities.

Inactive Members

A full or voting member may request to become an Inactive Member.

TODO - Spell out requirements, process, and resolve issues like dissolution.

Rights and Responsibilities

Inactive members have no rights or responsabilities

Privilieges

Provisional, Full, and Voting members who are in good standing enjoy the following privileges:

• A key or other method of entry to the physical workspace.
• Access at all times allowed by the lease UNLESS
  • A legally required officer position is vacant and a nominee cannot be found.
• Store a reasonable amount of equipment at the workspace in accordance with the rules.
• Sign Funding Allocation Petitions

Additionally, Full and Voting members in good standing:

• May oppose or support provisional members
• Propose funding allocation petitions.
• Request to become a voting member upon eligibility.
• May designate themselves inactive

Voting Members in good standing:

• Eligibility to vote on any issue put before the membership.
• Eligibility to vote for officers and directors.
• May request to become a full member.

Inactive Members

• Have no privileges

Responsibilities

All Members must fulfill the following responsibilities:

• A member must thoughtfully contribute to LVL1's direction and policies.
• A member must pay the monthly dues as determined by the board of directors.
• A member must provide their current address, contact information, and preference for electronic receipt of communications.
• At the time a member's eligibility is terminated, they must forfeit his or her method of entry in addition to any other property owned by LVL1 to a member of the board of directors or an agent designated by the board of directors for this purpose.
• A member must abide by the LVL1 Harassment Policy.
• A member must follow the operational guidelines.
• A member is responsible for personal equipment and supplies stored at the space.
• A member is responsible for the cost of disposal/removal of equipment and supplies they do not remove from the space.

Inactive Members

• Must remove personal property from the space.

Voting Members must:

• Vote in annual officer and director elections. Failure to vote for two consecutive years will result in a voting member becoming a full member.

Support, opposition, and termination of provisional membership

For the first 75 days, provisional members can be opposed:

• A statement of opposition must come from a full or voting member.
• The cause must be related to the provisional members ability to uphold their responsibility.
• The statement must be submitted to the Officers and Directors in writing.

At all times, provisional members can be supported:

• A statement of support must be provided to the Officers and Directors

At all times, a statement of opposition can be withdrawn by the objector

The officers and directors must:

• Record the statements of support and opposition
• Ensure the reason for opposition is relevant.
• Notify the provisional member of the reasons for opposition
• Attempt to mediate

This is not a confidential process. Provisional, Full, and Voting Members may request the statements of support and opposition.

If a provisional member has more statements of objection than support after 14 days from the first objection, their provisional membership is terminated. Failure of the board to notify does not change tbis time frame.

The board may waive the six month waiting requirement and allow the provisional member to rejoin, ensuring that full and voting members are notified as required by the eligibility requirements.

The officers and directors have no conflict of interest in supporting or opposing a member.

Standing

A member is in good standing unless:

• They have failed to pay their dues as specified in the dues section of the bylaws.
• They owe a debt to the corporation
• They are in bad standing for cause
• They have been found to have violated the harassment policy
• They have violated rules and the process laid out in operational guidelines has concluded

A member in bad standing is subject to losing privileges or membership as specified in the bylaws and elsewhere as authorized by these bylaws.

Dues

1. The Board of Directors will determine the monthly dues for Full Members such that the corporation shall be financially sustained.
2. Monthly Dues for members will become effective 30 days after they are announced at an official meeting of the membership.
3. Member dues may be waived for a three month period due to financial hardship or relocation by written petition signed by a majority of the Board of Directors. Payment of dues may be waived for any other reason only by a vote of the membership
4. Members that fail to pay dues are in bad standing, and lose all privileges of membership
5. Failure to pay dues may result in termination of membership.

Inactive Members

1. A Full and Voting Members may request to become an Inactive Member. This suspends their membership dues, rights and responsibilities.
2. They must provide notice to the directors

Bad Standing for Cause

A member may be designated to be in bad standing for cause. To do so:

1. A majority of board members must agree a member has conducted themselves:
   1. Intentional damage to equipment valued over $100 which is either owned by LVL1 or on loan to LVL1.
   2. Endangering LVL1's lease or the existence of LVL1.
   3. Clear and convincing evidence of thievery by the member.
2. Bad Standing for Cause may not last longer than 14 days.
3. Members must receive notification

Upon being placed in bad standing for cause, the member loses the privilege of physical access to the space until:

• 14 days have passed OR
• A majority of board members agree that the designation is no longer warranted.

Termination of Membership

1. A person ceases to be a member of the corporation
   1. by delivering his or her resignation in writing to the Board of Directors,
   2. on his or her death,
   3. on being expelled, or
   4. Has been in bad standing for non-payment of dues for 3 consecutive months
2. Any member may resign by filing a written resignation with the Board of Directors or by mailing or delivering it to the address of the corporation.
3. Resignation shall not relieve a member of unpaid dues or other monies owed.
4. Membership may also be terminated for any reason by resolution passed by more than three quarters (3/4ths) of the voting members.
   1. Notice of termination shall be given by any method reasonably calculated to provide actual notice to the member.
   2. The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.
   3. The member shall be given an opportunity to be heard, either orally or in writing, before the effective date of the proposed termination.
   4. The hearing shall be held, or the written statement considered, by the members.
   5. The members shall then vote on whether the membership is to be terminated.
5. On being banned permanently, per the LVL1 Harassment Policy.
6. Once a consequence has been finalized per the operational guidelines.
7. The corporation reserves the right to limit membership based on the capacity of the space.

Fundraising

1. LVL1 will keep account of funds acquired by grants, donations, events and workshops.
2. A fundraising effort can be terminated at the request of the fundraiser or a quorum membership vote.
3. Contractual Fundraising (e.g. Grants)
   1. This section applies to all fundraising efforts that require the organization to enter into a contract. Theses efforts henceforth will be called “grants.”
   2. Members have the right to apply for grants on the behalf of the organization if the application is first approved by a simple majority of the Board of Directors
   3. The criteria used by the Board of Directors in evaluating and approving a grant application includes, but is not limited to:
      1. Grant application further supports the organization’s mission as defined under Statement of Purpose in these bylaws
      2. Grant application does not jeopardize the organization’s status as a 501(c)(3) educational non-profit corporation
      3. Grant application does not create a situation that violates the organization’s lease/rental agreement
      4. Grant application does not create an unsafe environment within the premises
   4. Upon approval, the Board of Directors will assign a board member to assist the grant applicant in completing all required paperwork (e.g.providing signatures on behalf of the organization).
   5. Proceeds awarded by a grant will only be spent in accordance to the grant proposal as approved by the Board of Directors. The grant applicant will be solely responsible for allocation of grant proceeds.
   6. Any grant funds awarded but not approved by the Board of Directors will be classified as unspent funds
   7. Any unspent funds will be returned in accordance to the grant’s guidelines/contract or otherwise will be accounted to the general fund.
4. Non-contractual Fundraising (e.g. Donations, Events, Workshops)
   1. Proceeds from these activities may be designated towards a specific fundraising effort of the donor or hosts choosing. The proceeds for a fundraising effort will only be used for the stated purpose of that effort at the time of their accounting.
   2. When a fundraising effort is completed or terminated, any remaining funds will be accounted to the general fund, unless otherwise specified by the donor or hosts upon receipt of funds.

Funds Allocation Petition

Voting and Full Members have the right to submit a Funding Allocation Petition (FAP) to membership to allow the release of general funds.

FAPs are not votes of the membership. Quorum is used as an index for a meaningful number of signatures. The petition, signatures and dates may take any verifiable form.

A Petition must include the following:

1. Total amount of the requested funds.
2. A short description of how the released funds will be spent towards the collective use, collective benefit or collective prestige of LVL1.
3. The date that it has been proposed

Provisional, Full, and Voting Members may sign a petition in support or opposition

The petition is open for signatures UNTIL

• One calendar week has passed OR
• The number of signatures in support is greater than quorum before one week.

When the signing period is over, a FAP has passed if:

1. The number of signatures is equal to the quorum of voting members
2. The majority of signatures were in support

Before releasing funds, the treasurer should verify that the FAP is valid according to the following requirements:

1. That the member who presented the FAP has the right to do so
2. All signatories have the right to participate in FAPs
3. That the signatures were collected within one week
4. That releasing the funds will not disrupt the corporation's obligation to maintain a physical space.

Harassment Policy

LVL1 is a place for persons of all backgrounds to make amazing things. Therefore, LVL1 is dedicated to being a harassment-free hackerspace for everyone. LVL1 establishes the following policy to ensure a harassment-free atmosphere.

Harassment Definition

The LVL1 community will not tolerate any harassment, verbal or physical, on the basis of race, color, religion, gender-identity, sexual orientation, nationality, age, disability, physical appearance, parental status, political beliefs or any other distinction that creates discomfort for an individual. The LVL1 community will not tolerate any harassing behaviors including, but not limited to, unwelcome sexual attention, sexual images in public spaces, deliberate intimidation, stalking, harassing photography or recording or inappropriate physical contact.

Community Guidelines

LVL1 presents the following guidelines to prevent harassment.

1. Ask before touching another person or entering their personal space. Interpret the absence of a clear “Yes” as a “No” and abide by it.
2. When community members and guests express a limit to the amount and type of socializing they wish to engage in, abide by that limit.
3. You are encouraged to express any socializing limits you may have.
4. When you question whether a joke, question, statement, or other communication would be considered inappropriate, do not proceed to communicate.
5. When you are asked to stop any harassing behavior, comply immediately.
6. Always strive to be excellent to your fellow hackers.

Violation of this Policy

All persons asked to stop any harassing behavior are expected to comply immediately. LVL1 encourages persons involved to discuss transgressions of this policy in a mature manner prior to reporting an offense to the Board of Directors. If the harassment continues or the transgression is severe, LVL1 encourages the community to report the behavior to any member of the Board of Directors. The Directors are committed to take all claims of harassment seriously and to treat all concerns with the strictest confidentiality.

When a violation of this policy is reported to a member of the board of directors, the board will open an investigation. The board will seek all necessary information from all persons involved, evaluate the information, and develop a plan of recourse within the Board’s powers. The Board of Directors is empowered to take the following actions against persons in violation of this policy:

1. A warning
2. A temporary ban from the premises for a to-be-determined duration of time approved by a majority vote of the Board of Directors.
3. A permanent ban from the premises approved by a unanimous vote by the Board of Directors.

The Board may skip to more serious consequences at its discretion. A warning will only be given once.

The Secretary will keep a record of all allegations, information gathered, and penalties assessed. This record will only be accessible by the Board of Directors.

Meetings

Regular Meetings

Regular meetings for LVL1 shall be held Tuesday nights. The meeting shall be held at the registered address or at a location determined by the board of directors.

Annual Meetings

The annual meeting shall occur at the standard meeting time and the standard meeting place on the third Tuesday of January. The date and time can be changed by the procedures for a Vote of the Membership, as defined in these bylaws. The following issues shall be addressed at the annual meeting:

• Election of all officers.
• Election of all at-large directors.
• Any other issues that members have placed before the membership to be discussed at the annual meeting, pursuant to the proposal and voting rules stated in these bylaws for Votes of the Membership.

Notice of Meetings

Notice of all meetings of Members, excluding regular weekly meetings, at the registered address must be sent at least 5 days in advance. Notice shall be sent electronically to all members, to the e-mail addresses they have on file with the corporation.

Board Meeting Procedure

Board Meeting procedure shall follow a format mutually agreed upon by the board. In the event of any conflicts about the procedure, the meeting procedure shall follow the MIBS Simplified Rules of Coordinated Consensus Through Chaos, available at MIBS Rules.

Voting

Votes of the Membership

Voting member

Only voting members can participate in votes of the membership.

TODO - Tracking standing is extra work for the secretary. Does anyone care if someone 2 months behind on dues votes?

Issues Proper for a Vote of the Membership

Any issue not specifically assigned to the discretion of the board of directors can be put to a vote of the Voting Members.

Votes of the Membership include, but are in no way limited to, votes on:

• Funding and planning of projects.
• Budgetary and Operational considerations.
• Amendment of these bylaws.
• Resolving disputes regarding use of and activities in the physical space where consensus cannot be reached.

Quorum

Quorum for a vote of the membership of LVL1 shall require at least 50% of the voting members on the day of the vote. For the purposes of calculating the quorum, properly submitted absentee statements by members shall count as attendance.

Submitting an Issue for Vote

Any Voting Member may submit an issue for a vote of the membership.

The issue is to be submitted to the Officers and Directors so that they may schedule a meeting of the membership, announce the meeting and issues to be voted on, and prepare a list of voting members

Scheduling

The Officers and Directors must schedule a vote within one month, unless the vote is for an issue specified elsewhere in the bylaws.

Notice

Notice of all issues properly submitted for vote by the membership shall be given to all members no later than 5 days before the meeting at which they will be voted on. Notice shall be sent electronically, to the e-mail address that members have provided to the corporation. Notice of all issues to be voted on shall be consolidated with the notice of the member meeting at which the issues will be voted on. The Board of Directors is responsible for sending out the notice of the meeting, with the agenda of timely submitted issues to be considered.

Absentee Voting

A voting member may vote without being physically present.

To vote remotely a member must provide their votes to the Officers and Directors at least 24 hours before the membership meeting where the vote is scheduled to take place.

Such statement counts towards reaching a quorum of Voting Members.

Voting Procedures

Discussion prior to a vote shall be allowed for a reasonable amount of time.

Discussion will be moderated by the President, the Vice President, or their designee.

The meeting moderator can, at his or her discretion, institute time limits as specified by the MIBS Simplified Rules of Coordinated Consensus Through Chaos.

In person votes will be taken by written ballot during the meeting the vote takes place.

The results will be tallied and recorded by the secretary or other board member and announced by the end of the meeting whenever possible.

The secretary must keep a record of who voted and how they voted. Such records must be provided at a members request.

Majority

Unless otherwise specified in these bylaws, a simple majority vote of the Full Members present shall ratify any issue put before the membership for a vote.

Votes of the Directors

Quorum

Quorum for a vote of the directors of LVL1 shall require at least 50% of the existing directors on the day of the vote. Directors present at the meeting via teleconferencing equipment are considered present.

Submitting an Issue for Vote

These bylaws are deemed placed before the Board of Directors for a vote by operation of Kentucky law. Other issues may be placed before the Board of Directors for a vote as enumerated in these bylaws. Only issues that these bylaws explicitly state are subject to a vote of the officers shall be resolved by a vote of the officers. Any such issues may be placed for a vote of the board of directors by the process denoted in these bylaws by which such an issue may be considered. Any other issue shall only be placed for a vote of the membership.

Notice

Notice of all issues properly submitted for vote by the board of directors shall be given to all directors no later than 5 days before the meeting at which they will be voted on. Notice shall be sent electronically, to the e-mail address that each director has provided to the corporation.

Remote Attendance

Votes by the Directors may not be made by proxy. Directors must attend the meeting of the Board of Directors, either in person or remotely through teleconference methods arranged with the Board before the meeting, in order to vote on matters placed before the Board of Directors.

Voting Procedures

Voting procedures, including time limits for discussion before taking a vote, shall be defined by the MIBS Simplified Rules of Coordinated Consensus Through Chaos.

Majority

Unless otherwise specified in these bylaws, a simple majority vote of the directors present shall ratify any issue put before the directors for a vote. Under the meaning of 'present' in this section, directors present via telecommunications count toward calculating that majority.

Ties

If there are no vacancies on the board or among the officers, the vote should be postponed and rescheduled untill a majority can be reached.

In the event that the tie is due to a vacancy, ties will be broken by coin flip.

Officers

LVL1 is led by a group of officers with designated responsibilities according to their role. No officer shall be compensated for his work as an officer. No officer may serve more than three consecutive terms as an officer.

Eligibility

In order to be eligible to be nominated, a person must be Full or Voting Member as defined earlier in these bylaws for six consecutive months.

Nomination

Any full member or voting member has the right to nominate a person for office. A full member has the right to nominate himself.

Only the nominated candidate can un-nominate himself.

All nominations for officer positions are due one week before the annual meeting.

If only one person is timely nominated to run for an office and accepts such nomination, he shall run unopposed.

If no person is timely nominated to run for an office and accepts such nomination, nominations for that position may be made at the annual meeting, in person, before the vote.

If nobody is nominated in this way, the person holding the office may choose to continue in his position, or choose to appoint his successor. If the successor refuses the position, the named successor may name a replacement.

If an officer required by the Commonwealth of Kentucky is not nominated, physical access to the space shall be suspended until a candidate is elected.

Elections

Elections shall be held every year at the annual meeting of members, as defined in these bylaws. The first election shall be held one week after the first collection of dues.

Naming Rights

Every officer has the right to rename the office the holds for the duration of his or her tenure. The responsibilities of the office remain the same as detailed in the bylaws.

Offices

President

• The President shall organize and preside over all official meetings
• They shall enforce the rules of meeting procedure
• They are to provide proper notice of all meetings of the membership & of the board of directors pursuant to these bylaws and the law of Kentucky.
• He or she serves as a representative of LVL1 to the public
• All functions where a President may be called for by law or any other outside requirements.
• The president is responsible for filing the annual report, Kentucky charitable organization statements, and any other papers required to maintain legal nonprofit status by the law of Kentucky or Federal law.

Vice President

• The Vice President is reponsible for:
• The functions of the president in the event of absence or vacancy of office.
• Delegating these responsabilities if they are unavailable.
• The Vice President is responsible for administering or delegation of LVL1 Membership Management duties, including (but not limited to):
  • Collecting dues
  • Onboarding new members
  • Tracking membership class and standing
  • Updating email and physical addresses provided for notification purposes.
  • Preparing and providing the membership report.

Secretary

The Secretary is responsible for :

• Recording minutes of all official meetings of the membership and the board of directors EXCEPT:
  • Weekly meetings where no votes are occuring.
• Making available a hard copy of the minutes of all meetings of the members and theboard of directors at the registered location of LVL1.
  • Making such meeting minutes available in fixed form such as PDF at an internet address known to the membership.
• Updating the bylaws after amendments pass.
• Updating Operating Guidelines and Consequences.
• Ensuring the taking and keeping or delegation of such for all other records required by these bylaws.
• Making and Keeping an electronic copy of all documents they deem to be important to lvl1.

Treasurer

The Treasurer is responsible for the financial affairs of LVL1,

This includes but is not limited to:

• Accounting,
• Payment of expenses required by the Lease or Law should a physical location exist
• The disbursement and reimbursement of funds authorized to be spent under the procedures detailed in these bylaws.
• Preparing and providing the monthly and annual financial reports required by these bylaws.

Expiration of Term

An officer's term shall expire at the Annual Meeting following the appointment of his or her successor.

Resignation

Any officer may resign at any time by written notice delivered to the the president or secretary of the corporation. A resignation is effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date. In the event that an officer resigns, Full Members shall elect a replacement officer using the membership voting procedure defined in these bylaws. Nominations for people to run to replace the officer who has resigned shall open when the officer tenders his resignation, and remain open for one week. Members shall elect the replacement officer among the candidates who have been nominated and accepted their nomination, using the Votes of the Membership procedures in these bylaws. The replacement officer's term shall last until new officers are elected at the next Annual Meeting.

Directors

The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer and three at-large Directors. No director shall be compensated monetarily for his work as a director.

At large Directors

An at large Director shall be a member of the Board of Directors who is not an officer.

Eligibility

To be nominated to serve as an at-large director, a member must fulfill the same eligibility requirements as an officer as stated elsewhere in these bylaws.

Nomination

Nomination of at-large director candidates shall be done by the same process as officer elections as detailed elsewhere in these bylaws.

Election

Elections for at-large directors shall take place at the annual meeting. All directors shall be elected at the same time, by the process determined in these bylaws for Votes of the Membership, except that every full member will have three votes with which to apply to the nominees. The three nominees with the most votes shall be the at-large directors until the next election. If only three people are timely nominated to run for at-large director positions and accept their nominations, they shall run unopposed. If only two or less persons are timely nominated to run for at-large director, then they shall run unopposed. An election for the remaining seats shall occur at the meeting. Nominations for candidates to fill the unfilled seats shall be accepted at the meeting, and an election shall follow. That election shall follow all rules for a Vote of the Membership as defined in these bylaws. If nobody is timely nominated to run for at-large director, an election for all seats shall occur at the meeting. Nominations for candidates to fill all seats shall be accepted at the meeting, and an election shall follow. That election shall follow all rules for a Vote of the Membership as defined in the bylaws, except that each Full Member shall get three votes, and the three candidates with the most votes shall become at-large directors. If nobody accepts nomination to run for at-large director positions, the existing at-large directors may choose to retain their positions or choose to appoint another member to their seat. If less than three persons run for at-large director but nobody accepts nomination to run for the remaining seats, a number of then-existing at-large directors equaling the number of remaining seats may choose to retain their seat or appoint another person to it. The at-large directors may choose who retains this power by agreement or, if all want to retain it or appoint a successor, may settle the dispute in a manner proposed by the current President and agreed to by the members with a vote by the process determined in these bylaws for Votes of the Membership.

Naming Rights

Every director has the right to append a director title for the duration of his or her tenure. The responsibilities of each director remain the same as detailed in the bylaws.

Expiration of Term

An at-large director's term shall expire at the Annual Meeting following his election.

Resignation

Any at-large director may resign at any time by written notice delivered to the the president or secretary of the corporation. An officer is also considered immediately resigned upon death or being incapacitated where fulfilling the duties of office is impossible. A resignation is effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date. In the event that an at-large director resigns, Full Members shall elect a replacement at-large director using the membership voting procedure defined in these bylaws. Nominations for people to run to replace the at-large director who has resigned shall open when the at-large director tenders his resignation, and remain open for one week. Members shall elect the replacement at-large director among the candidates who have been nominated and accepted their nomination, using the Votes of the Membership procedures in these bylaws. The replacement officer's term shall last until new at-large directors are elected at the next Annual Meeting.

Responsibilities

The Board of Directors is a body that shall fulfill all roles required by Kentucky law. Any decisions not mandated by Kentucky law to fall with the Board of Directors may only be delegated to the Board of Directors by a vote of the membership to amend these bylaws to explicitly give the board of directors such decision making power. Any policy affecting the organization at-large will, unless stated otherwise, be decided upon by the voting membership. The Board of Director's are responsible for knowing and enforcing adherence to bylaws.

Officer Oversight

The Board of Directors is responsible for making sure the officers of LVL1 are performing their duties as defined by these by laws, and providing any assistance that the Officers may need in performing those duties. This responsibility extends to oversight of the officers, but does not extend to altering the scope of the officers' duties, or to the authority to remove an officer. The Board of Directors does not have authority to alter the scope of an officers' duties or remove an officer from his position; any such decision must be made by a vote of the membership.

Drafting the Agenda

The Board of Directors is responsible for collecting a list of the issues on the agenda for each membership meeting, and circulating that list to the members for them to vote on at the upcoming meeting. This responsibility is purely ministerial. The Board of Directors has no power to decide which issues are brought to the membership for a vote. As long as an issue is submitted in a timely fashion, within the time frame defined by these bylaws, the Board of Directors must place it on the agenda and submit it to the members for a vote at the next meeting, within the time frame defined by these bylaws for circulating notice of a Vote of the Membership. Directors have the right to make nonbinding suggestions about the proposals added to the agenda. However, these suggestions are not binding on the membership, and members are free to discuss, debate, and vote on a proposal no matter what, if anything, directors may say about the motion. The Board of Directors need not call a formal meeting to draft the agenda.

Meetings

The Board of Directors shall have an annual meeting, as required by law. The annual meeting of the board of directors shall be on the third Tuesday in January. Notice of this annual meeting shall be provided electronically to all directors and members of the organization, at the e-mail address provided to the corporation, at least 5 days in advance. Notice shall also be posted at the corporation's registered address. The Board of Directors may also call special meetings other than the annual meeting, as necessary. Notice of any special meeting shall be provided electronically to all directors and members of the organization, at the e-mail address provided to the corporation, at least 5 days in advance. Notice shall also be posted at the corporation's registered address. All full members may attend any meeting of the board of directors.

Corporate Seal

The Board of Directors may adopt, use and modify a corporate seal. Failure to affix the seal to corporate documents shall not affect the validity of such documents.

Indemnification

Any officer or director of the LVL1 shall be indemnified to the full extent allowed by the laws of the Commonwealth of Kentucky.

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

Books, Records, and Reports

Monthly Report

LVL1 shall make a monthly accounting statement to the Members of the LVL1 electronically available on the last day of the following month. Such report shall include a balance sheet as of the close of the month and a revenue and disbursement statement.

Annual Report

LVL1 shall send an annual report to the Members of the LVL1 not later than 6 months after the close of each fiscal year. Such report shall include a balance sheet as of the close of the fiscal year of LVL1 and a revenue and disbursement statement for the year ending on such closing date. Such financial statements shall be prepared from and in accordance with the books of LVL1, and in conformity with generally accepted principles applied on a consistent basis.

Permanent Records

LVL1 shall keep current and correct records of the accounts, minutes of the meetings and proceedings and membership records of LVL1. Such records shall be kept at the registered office or the principal place of business of LVL1. Any such records shall be in written form or in a form capable of being converted into written form.

Inspection of Corporate Records

Any person who is a Member of LVL1 shall have the right at any reasonable time, and on written demand stating the purpose thereof, to examine and make copies from the relevant books and records of accounts, minutes, and records of LVL1. Upon the written request of any Member, LVL1 shall mail such Member a copy of the most recent balance sheet and revenue disbursement statement.

Fiscal Year

The fiscal year of the corporation shall be the period selected by the Board of Directors as the tax year of the corporation for federal income tax purposes.

Dissolution of the Organization

Dissolution

The organization may not dissolve less than 30 days from the time a proposal to dissolve passes.

Asset Distribution

In the event that a movement to dissolve the organization passes, assets may be liquidized to pay off any debt the organization may have accrued. Any remaining assets of the organization must be donated to an IRS 501c3 compliant charitable, educational, or scientific endeavor.

Amendments

1. These bylaws shall be amended by a majority vote of the membership at any Annual or Special member meeting provided a quorum is present and provided a copy of the proposed amendment(s) are provided to each member with the agenda for the meeting, using the procedures stated in the Votes of the Membership section of these bylaws.
2. Proposed amendments to these Bylaws shall be submitted in writing to the Board of Directors at least one week in advance of the meeting at which they will be considered for adoption.

Finances

Yearly Budget

Budget

Volunteer Budget committee

1. Treasurer chairs the committee but is not required to run the meetings.
2. Budget must be submitted to the membership by Nov 30th for comment and adjustment
3. The first budget will be submitted with these bylaw amendments

Conditions

The following conditions must me be met for the budget to be accepted or amended

1. Membership approves the budget at January Election with a quorum vote
2. There are 3 options up for a vote in January: The new committee budget, last year's budget, and No budget (Allowance Process and FAP).
3. Budget can be amended or removed at any time with a quorum vote
4. The Budget must contain the minimum number of members LVL1 must maintain for the budget to viable. If membership drops below this number for 3 consecutive months then the budget is voided and LVL1 operates with no budget.
5. The Budget must contain minimum operating expenses.
   1. Rent
   2. Insurance - General liability, Commercial Property, and all other insurance as required by law or lease
   3. Utilities - Gas, Electric, Water, Sanitation, Internet
6. The proposed budget must prioritize other insurance common sense dictates such as O&D and Renters

Authorization

Any Officer may authorize for reimbursement or payment for an expense defined in the budget after the Treasurer verifies availability of the funds.

Emergency Fund

Funds from the Emergency Fund can be authorized to be spent with a majority vote of the Board of Directors for the following reasons:

1. Deductibles for insurance.
2. Major facility repairs that allow the facility to return or remain open.
3. Loss of membership below operating minimums. Rent, Insurance, Utilities.
4. Getting facility up to code to return or remain open.
5. Legal services - defense.

Allowance Process

The Treasurer may approve reimbursements under $150 towards purchases that contribute to the maintenance, upkeep, supplies, repair, equipment needs or enhancement of LVL1. These reimbursements will be limited to the previous months available surplus or $600, whichever is smaller.

Operation Guidelines

Rules

• The rules and consequences must be posted publicly in physical form and maintained on the wiki Rules_and_Consequences
• The Officers and Directors may set uncontroversial rules or consequences in order to protect equipment, maintain the lease, and protect the existence of LVL1.
  • These rules or consequences must be submitted to the membership via the member mailing list for examination for a minimum of 7 days
  • if there are no unresolved objections, the rule or consequence can be instituted without a vote of the membership
• If three members object to a rule or consequence already in effect within 7 days of each other
  • the officers and directors must submit the objection to the members mailing list for review
  • Will be submitted simple majority vote of the membership at the next weekly meeting that is more than 5 days away.
  • Proxy votes are accepted if they are received by the secretary before meeting start.
• Consequences can be assigned to the infracting person or persons by majority vote of the Officers and Directors
  • if within 7 days if 3 or more members call for a review of an incident that has been judged on
    • the issue will be presented to the membership by the members mailing list by the Officers and Directors within 24 hours
    • following that notification a simple majority vote via the responding members to be concluded at the end of the following 24 hours.

History

• Bylaws passed at LVL1 Meeting - December 22nd, 2009
• Amendment passed to increase number of at-large Directors from 2 to 3 - January 19th, 2010
• Amendment passed to modify language of Notice of Board Meetings - August 17th, 2010
• Amendment passed to modify language of Regular Meetings - August 17th, 2010
• Amendment passed to modify language of Board of Director's responsibilities - August 17th, 2010
• Amendment passed to modify language of Membership Eligibility - August 17th, 2010
• Amendment passed to modify language of Membership Eligibility age requirement - September 7th, 2010
• Amendment passed to modify language of Directors Election - January 11th, 2011
• Amendment passed to modify and extend language regarding accounting for projects, monthly reporting, and FAPs - May 24th, 2011
• Amendment passed to modify language of Meeting Notification - May 24th, 2011
• Amendment passed to add Inactive Membership clause - October 4th, 2011
• Amendment passed to modify language of Membership Eligibility meeting requirements - November 29th, 2011
• Amendment passed to modify and extend the Funds Allocation Petition - January 15th, 2013
• Amendment passed to add Anti-Harassment Policy - May 6th, 2014
• Amendment passed to add Voluntary Suspension of Voting Rights, change Voting and Meeting Procedures, reorder section 8 (Directors), and extend Treasurer report deadline - January 20th, 2015
• Amendment passed to add Budget items - January 16, 2018
• Amendment passed to add Removal from quorum count for inactivity - January 15, 2019
• Amendment passed to modify language of voting, full, and provisional members and their rights, add Suspension for Cause, and add officer resignation on death or being incapacitated - January 21, 2020
• Amendment passed to add rules and consequences to the operation of the space - January 18th, 2022
• Amendment passed to change reimbursement allowance to $150 and reimbursement limit to $600. January 16, 2024
• Amendment passed to allow the board to possibly raise dues this year, and that membership must be notified 30 days prior to such change taking place. January 16, 2024
• Amendment passed to change language under "minimum operating expenses" regarding types of insurance which must be carried. January 16, 2024
• Amendment passed to add membership-management responsibilities to vice president and meeting notification responsibilities to president. January 16, 2024

Proposed Amendments

Proposed Bylaws Amendments