Bylaws

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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 one class of members: Full Members. Founding Members are completely equivalent to Full Members. Founding Member is a temporary designation to recognize dues paying members, prior to LVL1 securing a physical location. No member shall hold more than one membership.

Eligibility

Any person who has attended 4 LVL1 regular meetings and/or LVL1 workshops in the 3 months prior, if sponsored by an existing member and seconded by an existing member, shall become a member upon:

  • Verification of a completed membership form by the Secretary, and
  • Timely payment of dues as determined by the board of directors.

A member must also provide government-issued photo identification to at least two members of the board of directors at the time of payment of the first membership fee, and provide an electronic mail address for receiving official notice of members' meetings. Any person who does meet these requirements is a Full Member of LVL1.

Rights and Responsibilities

Full Members enjoy the following privileges:

  • A key or other method of entry to the physical workspace.
  • Twenty-four hour access to the physical workspace.
  • Store a reasonable amount of equipment at the workspace.
  • Sponsor a qualified person for a membership vote.
  • Eligibility to vote on any issue put before the membership.
  • Eligibility to vote for officers and directors.

Full Members must also fulfill the following responsibilities:

  • A member must thoughtfully contribute to LVL1's direction and policies.
  • A member must pay the monthly fee 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.

Dues

  1. The amount of the first monthly membership dues must be determined by the Board of Directors and after that the monthly membership dues must be determined at the annual general meeting of the corporation.
  2. The Board of Directors shall determine the dues for Full Members such that the corporation shall be financially sustained.
  3. All members are in good standing except a member who has failed to pay his or her current monthly membership fee, or any other subscription or debt due and owing by the member to the corporation, and the member is not in good standing so long as the debt remains unpaid.
  4. Member dues may be waived for a three month period due to financial hardship or relocation by written petition signed by more than three quarters (3/4ths) of the Board of Directors. Payment of dues may be waived for any other reason only by voting members at a duly called meeting.

Suspension of Membership

  1. Membership may be suspended for non-payment of dues by the Board of Directors.
  2. Any suspended member may restore their membership 90 days after suspension upon payment of dues owed and payable through one month beyond the end of the suspension period.
  3. In order for the suspension to be lifted, the suspended member must go through the same vetting process as occurs on acceptance of a new member.
  4. A majority of the board can vote to suspend the membership of a member, at which time their access to the space will also be suspended.

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. on having been a member not in good standing for 3 consecutive months, except by special arrangement at the discretion of the Board of Directors.
  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. The corporation reserves the right to limit membership based on the capacity of the space.
  6. Upon resignation or termination, members will be removed from the access list for the door, and unsubscribed from the member email list. They may remain on the discussion list if they so choose.

Meetings

Regular Meetings

Regular meetings for LVL1 shall be held Tuesday nights at 8pm EST. The meeting shall be held at the registered address or at a location determined by the board of directors. The Secretary shall keep a record of attendees for each Regular meeting.

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, including regular meetings and the annual meeting, 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.

Meeting Procedure

Meeting procedure shall follow the MIBS Simplified Rules of Coordinated Consensus Through Chaos, available at MIBS Rules.

Voting

Votes of the Membership

Issues Proper for a Vote of the Membership

Any issue not specifically assigned to the discretion of the board of directors, by these bylaws, shall be subject to a vote of the Full Members. Issues subject to a Vote of the Membership include, but are in no way limited to, votes on issues of project funding, equipment and resource purchasing, and amendment of these bylaws.

Quorum

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

Submitting an Issue for Vote

Any Full Member may submit an issue for vote by the membership, unless the issue is specifically enumerated in the bylaws as something subject to vote by the board of directors. To be properly submitted for a vote, the member must submit a written statement of the issue to be voted on to the board of directors at least seven days before the meeting at which the issue shall be voted on. An e-mailed statement of the issue shall be considered submission in writing for the purpose of this rule.

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.

Voting By Proxy

Members may vote by proxy. To vote on a matter by proxy, a member must provide written or e-mailed notice to the board of directors at least 24 hours before the membership meeting where the vote is scheduled to take place. The notice must state the member's intention that he shall vote by proxy, state which issues he intends to vote on by proxy, and state how he intends to vote on each issue. Proper proxy statements shall count as attendance at the meeting for the purposes of calculating the quorum.

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 Full Members present shall ratify any issue put before the membership for a vote. Under the meaning of 'present' in this section, members voting by proxy count toward calculating that majority.

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.

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 Member as defined earlier in these bylaws for six consecutive months. For the initial election of officers, or in any replacement election during the six months after the initial election of officers, a person must be a member in order to run for office.

Nomination

Any full 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.

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 preside over all meetings of the membership. He or she also serves as a representative of LVL1 to the public, and in all functions where a President may be called for by law or any other outside requirements. The president is responsible for making sure that the corporation files it's 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 shall assist the President in organizing meetings of the membership. He or she is responsible for enforcing the rules of meeting procedure as detailed in this documents. The Vice President is also responsible for providing notice of all meetings of the members and of the board of directors, pursuant to these bylaws and the law of Kentucky. In the event that the President cannot fulfill his responsibilities at any meeting or function, it is the responsibility of the Vice President to fulfill the obligations of the President.

Secretary

The Secretary shall be responsible for recording all minutes of all official meetings of the membership and the board of directors. The Secretary must make available a hard copy of the minutes of all meetings of the members and the board of directors at the registered location of LVL1, in addition to making such records available online in a static format on the LVL1 website.

Treasurer

The Treasurer is responsible for monitoring all financial assets of LVL1. This includes but is not restricted to the collection of membership dues from members, the payment of rent and utilities for any space leased by LVL1, the disbursement and reimbursement of funds authorized to be spent under the procedures detailed in these bylaws. Any checks written by the treasurer shall also be signed by the president or the vice president.

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.

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 two votes with which to apply to the nominees. The two nominees with the most votes shall be the at-large directors until the next election. If only two people are timely nominated to run for at-large director positions and accept their nominations, they shall run unopposed. If only one person is timely nominated to run for at-large director, then he shall run unopposed. An election for the second seat shall occur at the meeting. Nominations for candidates to fill the unfilled seat 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 both seats shall occur at the meeting. Nominations for candidates to fill both 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 two votes, and the two 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 only one person runs for at-large director but nobody accepts nomination to run for the second seat, one of the then-existing at-large directors may choose to retain his seat or appoint another person to it. The at-large directors may choose who retains this power by agreement or, if both want to retain it or appoint a successor, may settle the dispute by calling the result of a coin flip. The coin shall be official United States legal tender, and shall be flipped at the annual meeting by the Vice President.

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.

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.

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.

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. 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.

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

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.

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

Sample Bylaws

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