By law, this is the core governing document of MakeICT. Amendments are handled as specified in Article VII: Amendments
Article I: Why We Exist
Section 0: Name
The name of the Corporation shall be MakeICT Institute.
Section 1: General Purposes
The Corporation is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The mission of the Corporation is to improve the Wichita area by encouraging exploration, innovation, learning, and growth through collaboration, regardless of the medium, by providing safe, low-cost access to tools and knowledge.
Section 2: Specific Purposes
Subject to and within the limits of Section 1, the Corporation shall:
- Build and maintain space suitable for technical and social collaboration. - collaborate to bring technology to all forms of art, culture, and craft in new and interesting ways. - Apply the results of its work to specific cultural, artistic, educational, charitable and scientific causes. - Freely share its research and discoveries, using what is learned to teach others. - Recruit and develop talented members dedicated to these purposes.
Section 3: Location
The place in this state where the principal office of the Corporation is to be located is the City of Wichita, Sedgwick County.
Article II: Who We Are
Section 1: Designation of Membership Class
MakeICT has a single membership class with voting rights. The Membership Secretary, or other individual(s) designated by the Board of Directors, shall determine eligibility to vote in the affairs and elections of the Corporation.
Section 2: Voting Membership Class Qualifications
The Board of Directors shall specify qualifications for members and procedures for inducting new members.
Section 3: DELETED
Section 4: Membership Dues
The amount, payment period, due date, and acceptable methods for collection of dues shall be specified by the Board of Directors.
Section 5: Voting Membership Rights and Responsibilities
Each member shall have an equal right to voice their opinion in the affairs of the Corporation and to vote in elections and on items put before the members. In elections and when items are put before members, each member shall exercise only one vote. Each member shall have reasonable inspection rights of corporate records. Each member shall be responsible for timely payment of dues, providing their contact information, and preference for electronic receipt of communications. Each member is responsible for continuing to support the purposes of the Corporation.
Section 6: Membership Resignation and Termination
Any member may resign by filing a resignation with the Membership Secretary or Treasurer. Resignation shall not relieve a member of unpaid dues or other monies owed. Membership shall be suspended for non-payment of dues by the Treasurer. Membership may also be terminated for any reason by written petition signed by more than three quarters (3/4ths) of the voting members. The Board of Directors may suspend or revoke membership status by an affirmative vote of at least 2/3 of the Directors present at a duly called meeting.
Article III: How we meet
Section 1: Regular Meetings
The Board of Directors may choose to hold regular meetings. Regular meetings are periodic meetings of the entire membership at which affairs of the Corporation may be discussed and placed before the membership. If regular meetings are held, the Corporation President shall publish a schedule of the meetings. The Board of Directors is responsible for setting the agenda of Regular Meetings.
Section 2: Annual Meetings
An annual meeting of all members shall take place sometime in June. The President shall select the date, time, and place no later than May 31 of each year. The date, time, and place of the annual meeting must be posted in the registered office and submitted to members electronically at least two weeks prior to the annual meeting. At the annual meeting, the members shall elect the Board of Directors, receive reports on the activities of the Corporation, and voice their opinion in the direction of the Corporation in the coming year.
Section 3: Special Meetings
A petition presented to all members and approved by one half (1/2) of all members may call a special meeting. Such a petition must include the date, time, place, and agenda of the special meeting. Notification of the result of the petition shall be presented to all members prior to the meeting.
Section 4: Quorum
At a duly called regular, special, or annual meeting, at least 25% (one quarter) of the membership shall constitute a quorum.
Section 5: Voting
When a quorum is present, all issues, except when otherwise specified in these bylaws, shall be decided by affirmative vote of more than 50% (one half) of the members present.
Article IV: The Officers
Section 1: Roles
There shall be five officers, a President, a Vice President, a Recording Secretary, a Membership Secretary, and a Treasurer.
Section 2: Duties of the President
The President shall preside over all meetings or designate an alternate, attempt to achieve consensus in all decision-making, ensure the membership is informed of all relevant issues, and serve other duties of a President as required by law or custom.
Section 3: Duties of the Vice President
The Vice President shall be primarily responsible for the information systems and communication processes of the Corporation and serve all other duties of a Vice President as required by law or custom, including acting when the President is unable or unwilling to act.
Section 4.1: Duties of the Recording Secretary
The Recording Secretary shall be responsible for recording meeting minutes and corporate records and for serving all other duties of a Secretary as required by law or custom.
Section 4.2: Duties of the Membership Secretary
The Membership Secretary shall be responsible for maintaining membership records and other matters related to member records, and for serving all other duties of a Membership Secretary as required by law or custom.
Section 5: Duties of the Treasurer
The Treasurer shall serve as custodian of corporate funds, collect dues, present a financial report at each regular and annual meeting, assist in the preparation of the budget, make financial information available to members and the public, and serve all other duties of a Treasurer as required by law or custom.
Section 6: Duties of the Officers as whole to provide an Annual Report
The Officers must provide an annual report. The report shall chronicle the activities of the Corporation, including specific narratives on the Corporation's work, the Corporation's annual financial statements, relevant legal filings, and relevant copies of the organization's district and federal tax returns.
Section 7:DELETED AS DUPLICITOUS
Article V: The Board of Directors
Section 1: Role, Size, Term, and Compensation
The Board of Directors shall consist of the five elected Officers as defined in Article IV, three elected at-large Directors, and the immediate Past-President, if the current president is not re-elected. Each person on the Board of Directors can only fill one position, and each Director will have only one vote in Board decisions. Each Director must be a member and each Director shall serve from the time of their election until their successor is elected. No Director may serve more than 3 consecutive terms. Directors shall receive no compensation for carrying out their duties as directors. The Board of Directors may adopt policies providing for reasonable reimbursement of directors for expenses incurred during official business.
Section 2: Meetings
The Board of Directors shall meet when necessary. All members may attend a meeting of the Board of Directors. The notice shall give the time, place, reason for calling the meeting. Notices shall be electronically distributed to all members at least five business days prior to a meeting. The President may waive the notice provision in cases of emergencies. Minutes of each Board meeting shall be available electronically to members.
Section 3: Elections
Each member shall be given an opportunity to be a candidate for each officer position and each at-large director position on the Board of Directors. If there is more than one candidate for an officer position, the candidate which obtains the highest number votes from voting members present shall be elected. In the event of a tie, the election is decided by coin flip. If there are no candidates for an officer position, the outgoing officeholder may, if eligible, elect to serve another term. For at-large members, the candidates obtaining the highest preferences from voting members present shall be elected. In the case of a vacancy on the Board, the remainder of the Board has the right to appoint an interim member or to hold a special election to elect an interim member to fill the position for the remainder of the term.
Section 4: Quorum
Two-thirds of Board of Directors members present at a duly called Board of Directors meeting shall constitute a quorum.
Section 5: Voting
All issues, except when otherwise specified in these bylaws, shall be decided by affirmative vote of more than half of the directors present at a duly held meeting.
Section 6: Resignation, Termination and Vacancies
Any officer or director may resign by filing a written or electronic resignation with the Secretary or two other Directors. An officer or at-large director may be terminated in their role by written petition signed by more than two-thirds (2/3rds) of the voting membership.
Section 7: Conflict of Interest
Any officer or director who has a financial, personal, or official interest in, or conflict with any matter pending before the Board of Directors, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the remainder of the Board of Directors to voluntarily excuse him/herself from voting on said item.
Section 8: Powers
All corporate powers shall be exercised by or under the authority of the Board of Directors and the affairs of MakeICT Institute shall be managed under the direction of the Board of Directors, except as otherwise provided by law or by these bylaws.
Article VI: Financial Matters
Section 1: General
The Corporation may use its funds only to accomplish the purposes specified by these Bylaws.
Section 2: Fiscal Year
The fiscal year of the Corporation commences on the first day January and ends on the last day of December.
Section 3: Purchasing Authority
No member of the Corporation shall be authorized to make purchases in the name of the Corporation except as directed by the Board of Directors.
Section 4: Deposits
All funds of the Corporation will be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 5: Checks and Notes
Except as otherwise specifically determined by resolution of the Board of Directors, these Bylaws or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation in excess of an amount as set from time to time by the Board of Directors shall be signed by the Treasurer and countersigned by the President of the Corporation except that the Treasurer shall be permitted to pay for routine, regularly occurring expenses as approved by the Board of Directors.
Section 6: Gifts and Donations
The Board of Directors may accept on behalf of the Corporation any gift, donation, bequest, or device for the nonprofit purposes of this Corporation.
Section 7: Material Property
Material property that may be obtained from time to time by the Corporation in its name will be controlled and the responsibility of the Corporation President or other personnel so designated by the Board of Directors. All such material property shall be used only for the benefit of the Corporation and shall not be used for the personal benefit or gain of the appointed caretaker or any third party. No material property of the Corporation may be given to, loaned or placed in the possession of a third party without the expressed permission of the Board of Directors. The Board of Directors owns or will own any copyrights, patents, or trademarks, whether fees are or will be charged, how the fees are determined, and how any items are or will be produced, distributed, and marketed will ultimately be the decision of the Board of Directors.
Section 8: Dissolution
In the event of the liquidation or dissolution of the Corporation, whether voluntarily or involuntarily, no member will be entitled to any distribution or division of its remaining property nor its proceeds. The balance of all money and other property received by the Corporation from any source, after the payment of all debts and obligation of the Corporation, will be distributed in accordance with the Articles of Incorporation and Section 501(c) of the Internal Revenue Code and the regulations thereunder as the same now exist or as they be hereafter amended from time to time.
Article VII: Amendments
These bylaws may be amended only when an amendment proposal petition is approved by an affirmative vote of at least 2/3rds (two thirds) of the members voting.
Article VIII: Powers of the Corporation
Section 1: Powers of the Corporation as whole
The Corporation shall have the power, directly or indirectly, alone or in conjunction with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the Corporation was organized, and to aid and assist other organizations or persons whose activities may further accomplish, foster, or attain such purposes.