Bozeman Makerspace – 501(c)3
Current Officers – 2019
- President – Thomas Dunning
- Vice President – Chris Miller
- Treasurer – Rob Lund
- Secretary – Maleesha Kovnesky
ARTICLE 1 — Name and purpose
SECTION 1 Name
The name of the corporation is Bozeman Makerspace. To be referred to hence as BMS.
SECTION 2 Purpose
The purpose of the BMS organization is to:
- Build and maintain spaces suitable for technical and social collaboration.
- Collaborate on all forms of technology, culture, and craft in new and interesting ways.
- Share its research and discoveries freely.
- Train and educate members dedicated to the purpose of BMS.
- Develop experts that can educate and mentor others in the makerspace craft.
- Benefit the city of Bozeman and communities around the world with the knowledge, assets, products, and practices developed by BMS.
ARTICLE 2 — Membership
SECTION 1– Membership tiers
BMS tiers are to be structured as;
- Officers – person/persons listed on the Organization’s MT Articles of Incorporation.
- Members – person/persons paying a fee for use and access to said group/space.
SECTION 2 Eligibility
- In order to be a Member a person must:
- support the purpose of the organization,
- must sign the membership agreement, and
- pay the monthly membership fee and security deposit as determined by the officers.
- Any eligible person may be elected as member at any regular meeting upon approval of members and payment of dues and completion of the membership application form.
- Members must be at least 18 years of age.
SECTION 3 Rights and Responsibilities
All Members shall have the right to:
- One vote each on:
- the election of officers,
- any merger and its principal terms,
- any election to dissolve the corporation,
- the acceptance or termination of memberships,
- any issue put before the membership,
- Voice their opinion and vote their preference or abstain from voting in the affairs of the corporation,
- In addition, all members shall have all rights afforded members under the law, and any other rights granted by resolution of the officers.
All Members shall be responsible for:
- Timely payment of monthly dues,
- Providing their current address, contact information, and preference for electronic receipt of communications,
- Thoughtfully contributing to BMS’s direction and policies,
- Continuing to support the purposes of the corporation,
- Obeying any rules set forth by the organization.
At the time a member eligibility expires, he/she must forfeit his or her method of entry in addition to any other property owned by BMS to a member of the officers or an agent designated by the officers for this purpose.
In addition to the above rights and responsibilities, all Members shall have the right to:
- a key or other method of entry to the physical workspace,
- twenty-four hour access to the physical workspace,
- reasonable inspection rights of corporate records,
- store a reasonable amount of equipment and/or materials at the space,
- nominate a qualified person to be a Member.
Section 4 Termination of Membership
A person ceases to be a member of the corporation:
- by delivering his or her resignation in writing to the Secretary,
- on his or her death,
- on being expelled, or
- having his/her membership terminated due to non payment
Any member may resign by filing a written resignation with the Secretary or by mailing or delivering it to the address of the corporation.
Resignation shall not relieve a member of unpaid dues or other monies owed.
Membership may also be terminated for any reason by resolution passed by more than three quarters ¾ of the voting members at a voting session held in accordance with BMS’s regular voting procedure.
Notice of termination shall be given by any method reasonably calculated to provide actual notice to the member.
- The notice of special resolution for expulsion must be accompanied by a statement of the reasons for the proposed expulsion.
- The member shall be given an opportunity to be heard, either orally or in writing, before the effective date of the proposed termination.
- A hearing shall be held at a meeting held no more than two weeks after a member’s suspension.
- The Members shall then vote on whether the membership is to be terminated.
The corporation reserves the right to limit membership based on the capacity of the space.
Upon resignation or termination, members shall surrender physical access the space. They may use unrestricted BMS online resources if they so choose.
Section 5 Suspension of Membership
Membership may be suspended for non-payment of dues, fees or violations of the BMS member agreement.
- A member may be placed in suspension by the determination of any BMS officer.
- A suspended member will not be able to access the space.
- A member suspended for non payment of dues may restore their membership upon payment of dues owed plus one month beyond the end of the suspension period.
- A member suspended for infractions other than payment of dues may restore their membership by petition and approval from the officers.
- A member will not accrue dues and may not vote while suspended.
- After 90 days of non payment a suspended member will have their membership terminated.
- A suspended member who is terminated will forfeit their security deposit.
Section 6 Dues
The amount of the base monthly membership dues, security deposit, and other membership obligations will be determined by a general meeting of the corporation. BMS officers will have the ability to amend fees and obligations voted by the Members in the best interest of the organization.
Article 3 — Meetings
Section 1 Regular Meetings
Regular meetings of the members shall be held at minimum once quarterly, at a time and place designated by the President. An officer of the BMS or appointed representative must be present for and official meeting
Section 2 Annual Meetings
An annual meeting of the members shall take place in the month of September, the specific date, time and location of which will be designated by the President. At the annual meeting the members shall elect officers, receive reports on the activities of the association, and determine the direction of the association for the coming year. Members will be notified via email and via the BMS website of annual meetings at least 30 days in advance. An officer of the Bozeman Makerspace or appointed representative must be present for an official meeting.
Section 3 — Special Meetings
Special meetings may be called by the President. A petition signed by fifty one percent of voting members may also call a special meeting. An officer of the BMS, a proxy, or an appointed representative must be present for an official meeting.
Section 4 — Voting
Voting must take place at an official regular meeting or annual meeting or special meeting. A quorum of 50% of members must be present for votes held at a regular meeting. A quorum of 50% percent of members or their proxies must be present for votes to be held at a special or annual meeting.
- All election of officers shall be counted by secret ballot. The President’s vote is recorded during general voting, but is not counted unless it can be used to make or break a tie vote. Tie votes for officers are resolved with a another vote between the tied parties until a nominee receives a majority.
- Any motion to remove an officer must be resolved by a ⅔ majority vote.
- Any motion to terminate a membership must be resolved by a ¾ majority vote.
- All other issues to be voted on shall be decided by a simple majority of voting members.
Article 4 — Officers
Section 1 — Numbers
There shall be four officers: President, Vice President, Treasurer, and Secretary who shall serve without pay.
All officers must be Members of the organization.
Each officer shall serve from the time of their election until their successor is elected and qualifies.
Section 2 — Compensation
An officer must not be remunerated for being or acting as an officer but the organization may provide insurance and indemnity as permitted by law.
Section 3 — Responsibilities
- The President serves as a representative of the organization to the public and in all functions where a President may be called for by law or any other outside requirements, and is responsible for public-facing communication.
- The President is responsible for making sure that the organization files its annual report and any other papers required to maintain corporation non-profit status by the laws of Montana or Federal law.
- The President or his/her duly appointed representative shall organize and preside over all meetings of the membership. The President or his/her duly appointed representative is responsible for enforcing the rules of meeting procedure as detailed in these documents.
- The president and one other officer must sign any documents legally binding the company.
- The Vice-President serves as an officer in the organization.
- In the event of the President’s resignation or termination, the Vice President assumes the President’s responsibilities until a new election can be held.
The Treasurer is responsible for monitoring all financial assets of the organization. This includes but is not restricted to:
- keeping record of the organizations budget,
- the collection of membership dues from members,
- the payment of rent and utilities for any space leased by the organization,
- filing taxes,
- the disbursement and reimbursement of funds authorized to be spent under the procedures detailed in these bylaws,
- and preparing financial reports to the board.
- The Secretary shall supervise the giving of such notices as may be proper or necessary.
- The Secretary shall supervise the keeping of the minute books of this organization.
- The Secretary or duly appointed representative shall be responsible for recording all minutes of all official meetings of the membership and the officers in the organization’s permanent records.
Section 4 — Elections
- Elections for officers shall take place at the annual meeting.
- All officers shall be elected at the same time, by the process determined in these bylaws for voting.
- Each member present shall be given an opportunity to be a candidate for each officer position.
- If there is more than one candidate for an officer position, the candidate who obtains the highest number votes from voting members present shall be elected.
- If there are no candidates for an officer position, the outgoing office holder may, if eligible, elect to serve another term or select any willing member to serve in that position.
- Any Member has the right to nominate any Member person for office.
- Only the nominated candidate can un-nominate himself/herself.
Section 5 — Resignations and Terminations
- Any officer may resign at any time by written notice delivered to the other officers of the organization.
- A resignation is effective when the notice is delivered unless the notice specifies a future date.
- Any officer may be terminated in their role by resolution passed by the Members at an official meeting.
- The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date.
- Members shall elect the replacement officer among the candidates who have been nominated and accepted their nomination by the process determined in these bylaws for Voting.
- The replacement officer’s term shall last until new officers are elected at the next Annual Meeting.
Article 5 — Amendment of Bylaws
These bylaws shall be amended by a majority vote of all members or their proxies at an official meeting.
Article 6 — Certification
This shall certify that the attached is a true and correct copy of the bylaws of this organization, and that such bylaws were duly adopted by the Incorporator and approved by the officers of this organization.