Table of contents
- Article 1. Name of Corporation
- Article 2. Corporate purpose
- Article 3. Membership
- Article 4. Meetings
- Article 5. Board of Directors
- Article 6. Officers
- Article 7. Committees
- Article 8. Corporate staff and property
- Article 9. Books and records
- Article 10. Amendments
- Adoption of bylaws
Article 1. Name of Corporation
The name of the corporation is Lower Barriers.
Article 2. Corporate purpose
Section 1. Nonprofit Purpose
The corporation is organized exclusively for charitable, educational, and scientific purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 2. Specific Purpose
The nonprofit corporation’s specific purpose is to provide, and promote the use of, free and open source software in furtherance of modern civic engagement, supporting individuals and civic Corporations to perform good works, and to promote the welfare of the greater community.
The specific objectives and purpose of this Corporation shall be:
- To create and maintain free and open source software projects
- To facilitate and spread camaradarie and kind feeling in the community
- To promote the use of free and open source software for civic purposes
- To recognize the efforts of civic-focused open source contributors
Article 3. Membership
The nonprofit corporation shall hold meetings open to the public and consider all feedback and commentary of non-members.
Section 1. Eligibility for Membership
Application for voting membership shall be open to anyone that supports the purpose statement in Article II, Section 2. Membership is granted after completion and receipt of a membership application. All memberships shall be granted upon submission to the board.
Section 2. Annual Dues
The amount suggested to members for annual dues shall be $15 each year, unless changed by an amendment to these bylaws. Membership is not, and shall not, be contingent upon past, present, or future dues payment.
Section 3. Rights of Members
Each member is granted the ability to vote on all matters at regular and special meetings of the corporation, contingent on member’s attendance at the meeting as recognized by the presiding officer and recorded by the scribe.
Section 4. Resignation and Termination
Any member may resign by filing a written resignation with the scribe.
A member can have their membership terminated by three-quarters (3/4) vote of the attending membership. Any member whose membership termination is up for a vote has the right to due deliberative process. A member cannot have termination brought up for a vote on the same grounds more than once.
Section 5. Non-voting Membership
Members are not required to vote in order to be considered in good standing. Members may abstain from any vote they choose. Abstentions, while not recorded by the scribe unless requested by the abstaining party, still contribute to the established quorum.
Article 4. Meetings
Section 1. Regular Meetings
Regular meetings of the members shall be held monthly, at a time and place designated by the presiding officer.
Section 2. Special Meetings
Special meetings may be called by the presiding officer or by two or more members, contingent on adding the agenda to the public website. Special meetings require two days of notice and a good-faith effort to alert the membership of the time, date, and location of the meeting.
Section 4. Notice of Meetings
Printed notice of each regular meeting shall be given to each voting member, by electronic mail, not less than two weeks prior to the meeting.
Section 5. Quorum
A quorum for a meeting of the members shall consist of at least three members, at least one of whom is a member of the Board of Directors.
Section 6. Voting
All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
Article 5. Board of Directors
Section 1. General Powers
The affairs of the Corporation shall be facilitated by its Board of Directors. The Board of Directors shall serve the membership and ensure the smooth operation of the Corporation by presiding over meetings, recording meeting minutes and sending out update messages, and keeping faithful financial records.
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Directors shall be fixed to consist of three officers: the Presiding officer, the Financier, and the Scribe.
The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors must be approved by a majority vote of the members present and voting. No vote on new members of the Board of Directors shall be held unless a quorum of the Board of Directors is present.
Each member of the Board of Directors shall be a member of the Corporation and shall hold office for a term of one year. Board members may serve consecutive terms, including at the same position as the previous year, with no limit to the length of their overall term.
Each member of the Board of Directors shall attend at least nine (9) monthly meetings per year.
Section 3. Regular Election of Officers
Every year the January monthly meeting of the membership is the last meeting presided over by the previous year’s board, and among the outgoing board’s final solemn duties is to conduct the free, fair, and peaceful election of their replacements.
Each board position – Presiding Officer, Financier, Scribe – is elected separately and for their respective position (that is, members are elected to specific positions rather than to the Board at large), in order starting with the Presiding Officer.
Elections begin with a verbal call for nominations. Any member may nominate any member for a position. The nominated member may then choose to accept or reject the nomination (and nominated members must be in attendance for this reason). A nominated member who accepts the nomination must then have their nomination seconded. Once all nominations for a position have been made and seconded, votes are tendered by secret ballot of all membership in attendance. The nominee with the most votes takes the position as soon as the meeting has gaveled to a close. Uncontested nominations may forgo a vote.
Section 4. Forfeiture
Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article may voluntarily forfeit their seat on the board. Once forfeited, the empty seat is subject to Section 4 of this Article.
Section 5. Vacancies
Whenever a non-term vacancy occurs in the Board of Directors it shall be filled without undue delay at the next regular meeting of the membership. Any member may nominate any member to serve in the seat once the election is called. The nominated member may then accept or reject the nomination before a seconding. The nominated member receiving a plurity of votes then fills the seat for the remainder of the regular term.
Section 6. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors.
Section 7. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the Presiding Officer by reference to Robert’s Rules of Order (Fourth Edition, 1915).
Section 8. Removal
Any member of the Board of Directors may be removed with or without cause, at any regular meeting of the membership, by vote of three-quarters (3/4) of the membership in attendance if in their judgment the best interest of the Corporation would be served thereby. Any member of the Board of Directors is afforded deliberative due process, and is afforded the same double-jeopardy protection as regular member.
Article 6. Officers
The officers of the Board of Directors as enumerated in Article 5 Section 2 shall be the Presiding Officer, Financier, and Scribe.
Section 1. Presiding Officer
The Presiding Officer, called informally and outside of Corporation business as ‘President’, shall preside at all meetings of the membership. The Presiding Officer shall have the following duties:
- They shall have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed
- They shall preside over all meetings and ensure order and parliamentary compliance
- They shall be responsible for special iniatives, committees, and reports as proposed and approved by the membership
Section 2. Financier
The Financier duties shall be:
- They shall submit to the membership a brief report of changes to the financial posture of the Corporation at each monthly meeting
- They shall record the financial transactions of the Corporation to the Corporation’s official ledger
- They shall prepare and submit tax returns and other financial documentation to applicable regulatory bodies in a timely manner
- They shall, on an annual basis, perform an audit of the Corporation’s finances and provide a detailed report of the audit’s findings to the membership
Section 3. Scribe
The Scribe duties shall consist of:
- They shall record all proceedings, votes, and minutes for approval at the following meeting
- They shall send notices of meetings and prepare agendas
- They shall prepare and submit all non-financial reports and summaries to applicable regulatory bodies
Article 7. Committees
It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the membership, and carry on such activities as may be delegated to them by the membership.
The membership may name special committees during new business by motion and simple majority vote. Special committees shall consist of a chair, who is the member that moves to form the committee, plus any members in good standing who choose to participate. Special committees may then meet informally outside of regular meetings to conduct their Corporation-related business. The chair (or in their absence a designated member) of each special committee shall report on the business of the committee during Old Business at each monthly membership meeting.
The formation of permanent committees (those conducting business whereby the committee reports their business to the membership at monthly meetings for a period longer than 2 years) requires an amendment to the bylaws per Article 13.
The following are the permanent committees of the Corporation:
Article 8. Corporate staff and property
The Corporation shall have no employees and shall hold no real property without amendment of these bylaws.
In the event the Corporation holds property, the property of the corporation shall be under the control and direction of the democratic vote of the membership.
All financial transactions must be approved by a majority vote of the membership in attendance at a regular meeting.
Article 9. Books and records
The corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.
Article 10. Amendments
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of membership, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to the membership verbally at the meeting prior. Articles of Incorporation amendments may only be affirmed by a unanimous vote of the membership in attendance.
Section 2. Bylaws
The membership may amend these Bylaws by three quarters (3/4) vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given at the meeting prior.
Adoption of bylaws
The bylaws were first adopted by unanimous vote at a meeting of the membership on Tuesday, January 26, 2021 from 7:00-8:00 PM.
Appendix A: Articles of Incorporation
Articles Of Incorporation for Use By Domestic Nonprofit Corporation
Pursuant to the provisions of Act 162, Public Acts of 1982, the undersigned corporation executes the following Articles:
The name of the corporation is: LOWER BARRIERS
The purpose or purposes for which the corporation is formed are:
The corporation is organized exclusively for charitable, educational, and scientific purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The nonprofit corporation’s specific purpose is to provide, and promote the use of, free and open source software in furtherance of modern civic engagement, supporting individuals and civic Corporations to perform good works, and to promote the welfare of the greater community.
The Corporation is formed upon Non Stock basis.
If formed on a nonstock basis, the description and value of its real property assets are none
The description and value of its personal property assets are none
The corporation is to be financed under the following general plan:
The corporation will be financed by contributions, gifts, grants, donations, bequests, devises, benefactors, other voluntary transfers of property, and the income generated therefrom.
The Corporation is formed on a Membership basis.
The street address of the registered office of the corporation and the name of the resident agent at the registered office (P.O. Boxes are not acceptable):
- Agent Name: BRADLEY P CZERNIAK
- Street Address: 1428 MARK AVE, LINCOLN PARK, MI 48146
- Registered Office Mailing Address: 1428 MARK AVE, LINCOLN PARK, MI 48146
The name(s) and address(es) of the incorporator(s) is (are) as follows:
|Name||Residence or Business Address|
|BRADLEY P CZERNIAK||1428 MARK AVE, LINCOLN PARK, MI 48146 USA|
PROHIBITION OF ACTIVITIES NOT IN FURTHERANCE OF TAX-EXEMPT PURPOSES
NO PART OF THE NET EARNINGS OF THE CORPORATION SHALL INURE TO THE BENEFIT OF, OR BE DISTRIBUTABLE TO ITS MEMBERS, TRUSTEES, OFFICERS, OR OTHER PRIVATE PERSONS, EXCEPT THAT THE CORPORATION SHALL BE AUTHORIZED AND EMPOWERED TO PAY REASONABLE COMPENSATION FOR SERVICES RENDERED AND TO MAKE PAYMENTS AND DISTRIBUTIONS IN FURTHERANCE OF THE PURPOSES DESCRIBED IN SECTION 501(C)(3). NO SUBSTANTIAL PART OF THE ACTIVITIES OF THE CORPORATION SHALL BE THE CARRYING ON OF PROPAGANDA, OR OTHERWISE ATTEMPTING TO INFLUENCE LEGISLATION, AND THE CORPORATION SHALL NOT PARTICIPATE IN, OR INTERVENE IN (INCLUDING THE PUBLISHING OR DISTRIBUTION OF STATEMENTS) ANY POLITICAL CAMPAIGN ON BEHALF OF OR IN OPPOSITION TO ANY CANDIDATE FOR PUBLIC OFFICE. NOTWITHSTANDING ANY OTHER PROVISION OF THESE ARTICLES, THE CORPORATION SHALL NOT CARRY ON ANY OTHER ACTIVITIES NOT PERMITTED TO BE CARRIED ON (A) BY A CORPORATION EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, OR THE CORRESPONDING SECTION OF ANY FUTURE FEDERAL TAX CODE, OR (B) BY A CORPORATION, CONTRIBUTIONS TO WHICH ARE DEDUCTIBLE UNDER SECTION 170(C)(2) OF THE INTERNAL REVENUE CODE, OR THE CORRESPONDING SECTION OF ANY FUTURE FEDERAL TAX CODE.
UPON THE DISSOLUTION OF THIS CORPORATION, ASSETS SHALL BE DISTRIBUTED FOR ONE OR MORE EXEMPT PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, OR CORRESPONDING SECTION OF ANY FUTURE FEDERAL TAX CODE, OR SHALL BE DISTRIBUTED TO THE FEDERAL GOVERNMENT, OR TO A STATE OR LOCAL GOVERNMENT, FOR A PUBLIC PURPOSE.