ARTICLE I - NAME, PURPOSE
Section 1: The name of the organization shall be Makelab Charleston.
Section 2: Makelab Charleston is organized exclusively for charitable, scientific and educational purposes, more specifically to provide a space for artistic, technical, and educational pursuits.
ARTICLE II - MEMBERSHIP
Section 1: Membership. Membership shall consist of but not be limited to the members of the board of directors, committees, supporting staff, and general membership. Membership dues for general members are set by the board of directors.
Section 2: General Membership. Any person 18 years or older may apply for general membership. Membership applications are approved by the board of directors or committee as designated by the board.
Section 3: Removal. A member may be removed for cause by either two thirds of the board of directors at any board meeting or two thirds of the voting members at an annual or special meeting.
ARTICLE III - ANNUAL MEETINGS
Section 1: Annual Meetings. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.
Section 2: Special Meetings. Special meetings may be called by the Chair or the Board of Directors.
Section 3: Notice. Notice of each meeting shall be given to each voting member not less than seven days before the meeting.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation. The Board is responsible for overall policy and direction of the corporation, and may delegate responsibility for day-to-day operations to the Executive Committee. The Board shall have up to fifteen and not fewer than three members. The board receives no compensation other than reasonable expenses.
Section 2: Meetings. The Board shall meet at least quarterly, at an agreed upon time and place. Board members may attend meetings by electronic means approved by the Secretary.
Section 3: Board Elections. Election of new directors or election of current directors to subsequent term(s) will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current voting members.
Section 4: Terms. All Board members shall serve two year terms, but are eligible for re-election.
Section 5: Quorum. A majority of current elected Board members must be present for business to be transacted or motions made or passed.
Section 6: Notice. An official Board meeting requires that each Board member receive notice at least five calendar days in advance.
Section 7. Officers and Duties. There shall be four offices of the Board consisting of a Chair, Vice Chair, Secretary and Treasurer. If the Board consists of three members, the Secretary and Treasurer offices will be combined. Their duties are as follows:
The Chair shall convene regularly scheduled Board meetings, shall preside or other members of the executive committee will preside at each meeting in the following order: Vice-Chair, Treasurer, and Secretary.
The Vice-Chair will chair committees on special subjects as designated by the board.
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.
The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 8: Vacancies. When a vacancy on the Board exists, the chair shall call a special
meeting. Nominations for new board members may be received from voting members by the Secretary one week in advance of the meeting. These nominations shall be sent out to all voting members by the Secretary at least three days prior to the meeting. These vacancies will be filled only to the end of the particular Board member's term.
Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary and is effective upon receipt. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a two thirds vote of the remaining directors.
Section 10: Special Board Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member three calendar days in advance.
ARTICLE V - COMMITTEES
Section 1: The Board may create committees as needed, such as fundraising, housing, etc. The Board Chair appoints all committee chairs. The Board Chair is an ex-officio of all committees.
Section 2: The Executive Committee consists of the four officers and any other members appointed by the board. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes other members appointed by the Board. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the Board designated variance. Any change in the budget not within the Board designated variance must be approved by the Board. The fiscal year shall be the calendar year. In the event a budget is not implemented prior to the beginning of the calendar year, the budget from the previous year will be used until a budget is established. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public upon request.
ARTICLE VI - AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the voting members at an annual meeting. Proposed amendments must be submitted to the Secretary at least one week in advance of the meeting.
Section 2: Dissolution of the organization and disbursement of assets to the designated 501c3 requires a unanimous vote of the full Board of Directors.
These Bylaws were approved, as amended, at a meeting of the Board of Directors of Makelab Charleston on March 8th, 2014.