BYLAWS OF Noisebridge
A California Public Benefit Nonprofit Corporation
NAME, MISSION, AND OFFICES
Section 1. Name. This corporation shall be known as Noisebridge (hereinafter referred to as the "Corporation").
Section 2. Mission. The specific and primary purpose of the Corporation is to engage in scientific, charitable and educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code, including but not limited to:
- To provide work space, storage, and other resources for projects related to art and technology.
- Through talks, workshops, collaborative projects, and other activities, to encourage research, knowledge exchange, learning, and mentoring in a safe, clean space.
- To develop, support the development of, and provide resources for the development of free and open source software and hardware.
- To foster, by all legal means, the common purposes of its participants.
- To conduct or engage in all lawful activities in furtherance of the stated purposes or those incidental to them.
The activities of the Corporation shall be performed in service to and with guidance of the community of participants. Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)3 of the Code.
Section 3. Principal Office. The principal office of this corporation shall be located in the city and county of San Francisco, State of California. The initial principal office shall be located at 3435 Cesar Chavez Street, Suite 211, San Francisco, California, unless and until changed by resolution of the Board of Directors.
Section 4. Branch Offices. Branch or subordinate offices may be established or disestablished at any time by the Board of Directors at any place or places.
Section 1. Members. This Corporation shall have one class of members. Any person who has made an ongoing contribution to the interests of the corporation over a two month period, if sponsored by an existing member and approved by a vote of the existing membership, shall become a member upon:
- verification of a completed membership form by the Secretary, and
- timely payment of such dues or fees as the board may fix from time to time.
The board shall prescribe an appropriate membership form for use by all persons. As evidence of membership the board may issue membership certificates to the members. A current list of members shall be maintained by the Secretary, and any member may view the list of members at any time.
Section 2. Rights of Membership. All members shall have the right to vote on the election of directors, on any merger and its principal terms, on any election to dissolve the corporation, and on the acceptance or termination of memberships. Each member shall have one vote. In addition, all members shall have all rights afforded members under the California Nonprofit Public Benefit Corporation Law, and any other rights granted by resolution of the board of directors.
Section 3. Termination of Membership. Members may resign at any time by notifying the secretary in writing. Termination of a membership may be initiated by a resolution of the members. If the members resolve to initiate termination of a membership, the member to be expelled shall be given at least 15 days notice before the effective date of termination. Notice shall be given by any method reasonably calculated to provide actual notice to the member. The member shall be given an opportunity to be heard, either orally or in writing, at least 5 days before the effective date of the proposed termination. The hearing shall be held, or the written statement considered, by the members. The members shall then vote on whether the membership is to be terminated. All activities related to the termination of a membership shall be done in accordance with California Public Benefit Corporation Law Section 5341.
Section 4. Annual Meetings. A regular meeting of members shall be held in the month of September, beginning in 2008. The Board of Directors shall fix the date, time, and location. The Board of Directors shall notify members as provided in Article II, section 6.
Section 5. General or Special Meetings. The board, the Executive Director, or five percent or more of the members may call a general or special meeting of the members for any lawful purpose at any time. No business, other than the business that was set forth in the notice of the meeting, may be transacted at a general or special meeting. It is contemplated that the members will meet weekly, and they may meet at other times, as determined by the board, the president, or the members themselves.
Section 6. Notice of Meetings. Notice of any meeting of members, whether annual, general, or special, shall be in writing and shall be given at least 10 but no more than 60 days before the meeting date. Notice may be given personally, by email or any other means reasonably calculated to provide actual notice to all members. If email is used, notice shall be sent to the member at his or her email address shown in the corporation’s membership records. For all special meetings, the notice shall state the nature of the business to be transacted by the members. For a meeting where directors are elected, the notice shall state the names of all persons who are nominees for directors. For a meeting where new members are to be approved, the notice shall state the names of persons whose membership will be voted on.
Section 7. Waiver of Notice. The transactions of any meeting of the members, however called and noticed and wherever held, shall be valid as though taken at a meeting duly held after proper call and notice, if a quorum is present, and if, either before or after the meeting, each of the members not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents and approvals shall be made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any member who attends the meeting without protesting the lack of adequate notice before the meeting or at its commencement.
Section 8. Quorum and Voting. One third of the voting power shall constitute a quorum. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting shall be the act of the members, unless the vote of a greater number is required by these bylaws or the Law. In any election of directors, the candidates receiving the highest number of votes are elected. Each member shall have the right to vote for as many nominees as there are vacancies on the Board of Directors to be filled by the members. When making a decision to remove a currently serving director, a 2/3 majority of all current members is required to pass the motion (see California Corporation code 5222 and 5033). Notwithstanding the above, for a meeting where the only business is to approve new members, a quorum shall consist of three (3) members.
Section 9. Telephone and Electronic Meetings. Members may participate in a meeting through use of conference telephone, electronic video screen communication, electronic chat, or other communications equipment so long as all of the following apply:
(a) each member participating in the meeting can communicate with all of the other members concurrently;
(b) each member is provided with the means of participating in all matters under consideration, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation; and
(c) the Corporation verifies that (i) a person communicating by telephone, electronic video screen, or other communications equipment is a member with voting privileges, and (ii) all motions, votes, or other actions required to be made by a member were actually made by a member and not by someone who is not entitled to participate as a member.
Section 10. Adjournment. Any member meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting. No meeting may be adjourned for more than forty-five (45) days. When a member meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.
Section 11. Action by Unanimous Written Consent. Any action required or permitted to be taken by the members may be taken without a meeting, if all members consent in writing to the action. The written consent or consents shall be kept by the Secretary. The action by written consent shall have the same force and effect as a unanimous vote of the members.
Section 12. Definition of In Writing. Written consent shall include electronic writing, as long as the Corporation verifies that such written consent (i) comes from a member with voting privileges, and (ii) is actually made by that member and not by someone who is not entitled to participate as a member.
BOARD OF DIRECTORS
Section 1. Powers. This corporation shall have powers to the full extent allowed by law. All powers and activities of this corporation shall be exercised and managed by the Board of Directors of this corporation directly or, if delegated, under the ultimate direction of the Board, except for deciding who is a member of the board and a member of the corporation. The Board shall manage the corporation to the best of its ability, according to the will of the membership. (Lawyer needs to fix this bit)
Section 2. Number of Directors. The number of directors shall be not fewer than five (5) nor more than eleven (11), with the initial number of authorized directors to be five (5), unless otherwise authorized from time to time by resolution of the Board of Directors.
Section 3. Limitations on Interested Persons. At all times, not more than 49% of the directors of this corporation may be interested persons. An interested person means either:
(a) any person currently being compensated by this corporation for services rendered to it within the previous twelve months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director in his or her capacity as a director; or
(b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
Section 4. Election and Term of Office of Directors. The directors shall be elected by the members as described in Article II of these bylaws. Each director shall be elected for a term of one (1) year. Each director shall hold office until a successor has been elected.
Section 5. Vacancies. A vacancy shall be deemed to exist on the Board in the event that the actual number of directors is less than the authorized number for any reason. In the event of a vacancy, a Special Member Meeting to elect a successor shall be held in accordance with Article II.
Section 6. Resignation and Removal. Resignations shall be effective upon receipt in writing by the Chairman, the Executive Director, the Secretary, or the Board of Directors of this corporation, unless a later effective date is specified in the resignation. A director may be removed from office with or without cause by the membership, as described in Article II.
Section 7. Annual Meetings. A meeting of the Board of Directors shall be held at least once a year. Annual meetings shall be called by the Executive Director, the Chairman, or any two directors. Notice shall be given as provided in Section 9.
Section 8. Special Meetings. Special meetings of the Board of Directors may be called by the Executive Director, the Chairman, or any two directors. Notice shall be given as provided in Section 9.
Section 9. Notice. Notice of the annual meeting and any special meetings of the Board of Directors shall be given to each director at least four days before any such meeting if given by first-class mail or forty-eight hours before any such meeting if given personally or by telephone, electronic mail, or other electronic or mechanical means, and shall state the date, place, and time of the meeting.
Section 10. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be valid as though taken at a meeting duly held after proper call and notice, if a quorum is present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting the lack of adequate notice before the meeting or at its commencement.
Section 11. Quorum. A majority of the total number of directors then in office shall constitute a quorum, provided that this provision shall not be amended to reduce the required quorum to less than one fifth of the authorized number of directors or two directors, whichever is larger. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise provided in Article III, Sections 6 and 12; Article IV, Section 1; and Article VII, Section 2 of these Bylaws or in the California Nonprofit Public Benefit Corporation Law. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.
Section 12. Action Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent to such action in writing. Such written consents shall be filed with the minutes of the proceedings of the Board. Written consent shall include electronic writing, as long as the Corporation verifies that such written consent is actually made by the director it is purported to be from. Actions taken with such written consents shall have the same force and effect as the unanimous vote of the directors.
Section 13. Telephone and Electronic Meetings. Directors may participate in a meeting through use of conference telephone, electronic video screen communication, electronic chat, or other communications equipment so long as all of the following apply:
(a) each director participating in the meeting can communicate with all of the other directors concurrently;
(b) each director is provided with the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation; and
(c) the Corporation verifies that (i) a person communicating by telephone, electronic video screen, or other communications equipment is entitled to participate in the Board meeting as a director, or by invitation of the Board or otherwise, and (ii) all motions, votes, or other actions required to be made by a director were actually made by a director and not by someone who is not entitled to participate as a director.
Section 14. Standard of Care.
(a) General. A director shall perform the duties of a director, including duties as a member of any Board Committee on which the director may serve, in good faith, in a manner such director believes to be in the best interest of this corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances. In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
(i) one or more officers or employees of this corporation whom the director believes to be reliable and competent as to the matters presented;
(ii) counsel, independent accountants, or other persons as to matters which the director believes to be within such person's professional or expert competence; or
(iii) a Board Committee upon which the director does not serve, as to matters within its designated authority, provided that the director believes such Committee merits confidence; so long as in any such case, the director acts in good faith after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
Except as provided in Article VI below, a person who performs the duties of a director in accordance with this Section shall have no liability based upon any failure or alleged failure to discharge that person's obligations as a director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which a corporation, or assets held by it, are dedicated.
(b). Investments. Except with respect to assets held for use or used directly in carrying out this corporation's charitable activities, in investing, reinvesting, purchasing or acquiring, exchanging, selling, and managing this corporation's investments, the Board shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income as well as the probable safety of this corporation's capital. No investment violates this section where it conforms to provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to this corporation.
Section 15. Inspection. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents, and to inspect the physical properties of this corporation.
Section 16. Compensation. The Board of Directors may authorize, by resolution, the payment to a director of a reasonable fee for services, and/or the reimbursement or advance of actual and reasonable expenses incurred as a director, including expenses of attending meetings of the Board and Board Committees.
Section 1. Board Committees. The Board of Directors may, by resolution adopted by a majority of the directors then in office, create any number of Board Committees, each consisting of two or more directors, to serve at the pleasure of the Board. Appointments to any Board Committee shall be made by any method determined by a majority vote of the directors then in office. Board Committees may be given all the authority of the Board, except for the powers to:
(a) set the number of directors within a range specified in these Bylaws;
(b) elect directors or remove directors without cause;
(c) fill vacancies on the Board of Directors or on any Board Committee;
(d) fix compensation of directors for serving on the Board or any Board Committee;
(e) amend or repeal these Bylaws or adopt new Bylaws;
(f) adopt amendments to the Articles of Incorporation of this corporation;
(g) amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
(h) create any other Board Committees or appoint the members of any Board Committees; or
(i) approve any merger, reorganization, voluntary dissolution, or disposition of substantially all of the assets of this corporation.
Where it is not reasonably practicable to obtain approval of the Board before entering into a self dealing transaction, a Board Committee may approve such transaction in a manner consistent with the requirements of Section 3 of Article VI of these Bylaws; provided that, at its next meeting, the full Board determines in good faith that the Board Committee's approval of the transaction was consistent with the requirements in Section 3 of Article VI and that it was not reasonably practical to obtain advance approval by the full Board, and ratifies the transaction by a majority of the directors then in office without the vote of any interested director.
Section 2. Advisory Committees. The Board of Directors may establish one or more Advisory Committees to the Board. The members of any Advisory Committee may consist of directors or non directors and may be appointed as the Board determines. Advisory committees may not exercise the authority of the Board to make decisions on behalf of this corporation, but shall be restricted to making recommendations to the Board or Board Committees, and implementing Board or Board Committee decisions and policies under the supervision and control of the Board or Board Committee.
Section 3. Meetings.
(a). Of Board Committees. Meetings and actions of Board Committees shall be governed by and held and taken in accordance with the provisions of Article III of these Bylaws concerning meetings and actions of the Board of Directors, with such changes in the content of those Bylaws as are necessary to substitute the Board Committee and its members for the Board of Directors and its members. Minutes shall be kept of each meeting of any Board Committee and shall be filed with the corporate records.
(b). Of Advisory Committees. Advisory Committees shall determine their own meeting rules and whether minutes shall be kept. The Board of Directors may adopt rules for the governance of any Board or Advisory Committee not inconsistent with the provisions of these Bylaws.
Section 1. Officers. The officers of this corporation shall be an Executive Director, a Secretary, and a Treasurer. The corporation may also have, at the discretion of the directors, such other officers as may be appointed by the Board of Directors. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the Executive Director or Chairman of the Board, if any.
Section 2. Election. The officers of this corporation shall be elected annually by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.
Section 3. Removal. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors or by an officer on whom such power of removal may be conferred by the Board of Directors.
Section 4. Resignation. Any officer may resign at any time by giving written notice to this corporation. Any resignation shall take effect on receipt of that notice by such officer or at any later time specified by that notice and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of this corporation under any contract to which the officer is a party.
Section 5. Vacancies. A vacancy in any office for any reason shall be filled in the same manner as these Bylaws provide for election to that office.
Section 6. CEO. The Chief Executive Officer (CEO) shall be the chief executive officer of this corporation and shall, subject to control of the Board, generally supervise, direct and control the business and other officers of this corporation. The CEO shall preside at all meetings of the Board of Directors. The CEO shall be a member of all Board Committees, and shall have the general powers and duties of management usually vested in the office of CEO of the corporation and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
Section 7. Secretary. The Secretary shall supervise the keeping of a full and complete record of the proceedings of the Board of Directors and its committees, shall supervise the giving of such notices as may be proper or necessary, shall supervise the keeping of the minute books of this corporation, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
Section 8. CFO. The Chief Financial Officer (CFO) shall supervise the charge and custody of all funds of this corporation, the deposit of such funds in the manner prescribed by the Board of Directors, and the keeping and maintaining of adequate and correct accounts of this corporation's properties and business transactions, shall render reports and accountings as required, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
Section 1. Loans. Except as permitted by Section 5236 of the California Nonprofit Public Benefit Corporation Law, this corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer; provided, however, that this corporation may advance money to a director or officer of this corporation or any subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such director or officer so long as such individual would be entitled to be reimbursed for such expenses absent that advance.
Section 2. Self Dealing Transactions. Except as provided in Section 3 below, the Board of Directors shall not approve, or permit the corporation to engage in, any self dealing transaction. A self dealing transaction is a transaction to which this corporation is a party and in which one or more of its directors has a material financial interest, unless the transaction comes within California Corporations Code Section 5233(b). Section 3. Approval. This corporation may engage in a self dealing transaction if the transaction is approved by a court, or by the Attorney General. This corporation may also engage in a self dealing transaction if the Board determines, before the transaction, that
(a) this corporation is entering into the transaction for its own benefit;
(b) the transaction is fair and reasonable to this corporation at the time; and
(c) after reasonable investigation, the Board determines that it could not have obtained a more advantageous arrangement with reasonable effort under the circumstances.
Such determinations must be made by the Board in good faith, with knowledge of the material facts concerning the transaction and the director's interest in the transaction, and by a vote of a majority of the directors then in office, without counting the vote of the interested director or directors.
INDEMNIFICATION AND INSURANCE
Section 1. Right of Indemnity. To the fullest extent allowed by Section 5238 of the California Nonprofit Public Benefit Corporation Law, this corporation shall indemnify and advance expenses to its agents, in connection with any proceeding, and in accordance with Section 5238. For purposes of this Article, "agent" shall have the same meaning as in Section 5238(a), including directors, officers, employees, other agents, and persons formerly occupying such positions; "proceeding" shall have the same meaning as in Section 5238(a), including any threatened action or investigation under Section 5233 or brought by the Attorney General; and "expenses" shall have the same meaning as in Section 523 8(a), including reasonable attorneys' fees.
Section 2. Approval of Indemnity. On written request to the Board of Directors in each specific case by any agent seeking indemnification, to the extent that the agent has been successful on the merits, the Board shall promptly authorize indemnification in accordance with Section 5238(d). Otherwise, the Board shall promptly determine, by a majority vote of a quorum consisting of directors who are not parties to the proceeding, whether, in the specific case, the agent has met the applicable standard of conduct stated in Section 5238(b) or Section 5238(c), and, if so, shall authorize indemnification to the extent permitted thereby.
Section 3. Advancing Expenses. To the fullest extent allowed by Section 5238 of the California Nonprofit Public Benefit Corporation Law, and except as otherwise determined by the Board of Directors in specific instances, the Board shall authorize the advance of expenses incurred by or on behalf of an agent of this corporation in defending any proceeding prior to final disposition, if the Board finds that:
(a) the requested advances are reasonable in amount under the circumstances; and
(b) before any advance is made, the agent will submit a written undertaking satisfactory to the Board to repay the advance unless it is ultimately determined that the agent is entitled to indemnification for the expenses under this Article.
Unless the Board finds compelling reasons to do otherwise, the undertaking shall be unsecured, and no interest shall be charged on the obligation created thereby.
Section 4. Insurance. The Board of Directors may adopt a resolution authorizing the purchase of insurance on behalf of any agent against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, and such insurance may provide for coverage against t liabilities beyond this corporation's power to indemnify the agent under law.
Section 1. Fiscal Year. The fiscal year of this corporation shall end each year on December 31.
Section 2. Contracts, Notes, and Checks. All contracts entered into on behalf of this corporation must be authorized by the Board of Directors or the person or persons whom such power may be conferred by the Board from time to time, and, except as otherwise provided by law, every check, draft, promissory note, money order, or other evidence of indebtedness of this corporation shall be signed by the person or persons on whom such power may be conferred by the Board from time to time.
Section 3. Annual Reports to Directors. Within 120 days after the end of this corporation's fiscal year, the CEO shall furnish a written report to all directors of this corporation containing the following information:
(a) the assets and liabilities, including the trust funds of this corporation, as of the end of the fiscal year;
(b) the principal changes in assets and liabilities, including trust funds, during the fiscal year;
(c) the revenue or receipts of this corporation, both unrestricted and restricted for particular purposes, for the fiscal year;
(d) the expenses or disbursements of this corporation, for both general and restricted purposes, for the fiscal year; and
(e) any transaction during the previous fiscal year involving $50,000.00 or more between this corporation (or its parent or subsidiaries, if any) and any of its directors or officers (or the directors or officers of its parent or subsidiaries, if any) or any holder of more than ten percent of the voting power of this corporation or its parent or subsidiaries, if any, and the amount and circumstances of any indemnifications or advances aggregating more than $ 10,000.00 paid during the fiscal year to any director or officer of this corporation. For each transaction, the report must disclose the names of the interested persons involved in such transaction, stating such person's relationship to this corporation, the nature of such person's interest in the transaction and, where practicable, the value of such interest.
The foregoing report shall be accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of this corporation that such statements were prepared without an audit from the books and records of this corporation.
Section 4. Amendments. Proposed amendments to these Bylaws shall be submitted in writing to the directors at least one week in advance of the Board meeting at which they will be considered for adoption. The vote of two thirds or the unanimous written consent of the directors shall be required to adopt a bylaw amendment, except where the amendment shall affect the rights of members, in which case a majority vote of all voting members shall also be required.
Section 5. Governing Law. In all matters not specified in these Bylaws, or in the event these Bylaws shall not comply with applicable law, the California Nonprofit Public Benefit Corporation Law as then in effect shall apply.
Certification of Bylaws
This shall certify that the attached is a true and correct copy of the bylaws of this corporation, and that such bylaws were duly adopted by the Incorporator and approved by the Board of Directors of this corporation.*
- Note: This recital of the means of adoption may vary depending on the circumstances