bylaws.tex

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\title{Bylaws of Sad Bee, Inc. (d/b/a Hive13)}
% Originally placed in LaTeX by uid0 (Ian Wilson) in 2013
% updated/verified on 20150120 by uid0.
% updated with new subsection 20150811 by Jon Neal (reportingsjr).
% restated 2020 bylaws laid out by Drew Kirkman 20200724

\makeatother

\begin{document}
\title{BYLAWS OF SAD BEE, INC.}
\maketitle

\section{Name }

The name of the Corporation is Sad Bee, Inc., registered to do business
in the State of Ohio as \textquotedblleft Hive13\textquotedblright{}
(the \textquotedblleft Corporation\textquotedblright ). 

\section{Purposes}
\begin{enumerate}
\item The Corporation is organized exclusively for charitable, educational,
and scientific purposes within the meaning of Section 501(c)(3) of
the Internal Revenue Code of 1986\footnote{\href{http://www.law.cornell.edu/uscode/text/26/501}{http://www.law.cornell.edu/uscode/text/26/501}},
as may be amended from time-to-time (the \textquotedblleft IRS Code\textquotedblright ).
\item The Corporation\textquoteright s mission is to promote technology,
art, craftsmanship, and creativity through education and collaboration. 
\end{enumerate}

\section{Membership }

\subsection{Membership Classes }
\begin{enumerate}
\item Student Member 
\begin{enumerate}
\item Student Members shall have the rights and responsibilities of Full
Members; and
\item Valid school credentials must be verified by a member of the Board
of Directors (the \textquotedblleft Board\textquotedblright ) or an
Officer.
\end{enumerate}
\item Full Member 

Full Members have the right to: 
\begin{enumerate}
\item A key or other method of entry to the physical workspace;
\item Twenty-four-hour access to the physical workspace;
\item Reasonable inspection rights of corporate records;
\item A Member may apply for a single complimentary membership per approval
by the Board. This person must complete an application, be over 18
and is typically a family member, spouse, or other domestic partner.
This membership will remain active as long as the primary membership
is maintained; and
\item Store a reasonable amount of equipment at the physical workspace.
\end{enumerate}
\item Cornerstone Member 
\begin{enumerate}
\item Cornerstone Members shall have all rights and responsibilities of
Full Members.
\end{enumerate}
\item Contributor 
\begin{enumerate}
\item Contributors are not Members and do not receive any rights or privileges
afforded to Members; and
\item Contributors are recognized and thanked for their contributions. 
\end{enumerate}
\end{enumerate}

\subsection{Eligibility }
\begin{enumerate}
\item In order to be a Member, a person must apply via the membership application,
support the purpose and scientific goals of the Corporation, and must
pay the monthly membership fee.
\item Any eligible person may be approved as a Member following completion
of the membership application form and waiver of liability. The official
membership application must be signed by an Officer, Director, or
any member designated by the Board of Directors to have the authority
to approve such applications. Upon payments of their first periodic
dues, their membership is validated.
\item Members must be at least 18 years of age. 
\end{enumerate}

\subsection{Rights and Responsibilities }
\begin{enumerate}
\item All Members shall have the right to: 
\begin{enumerate}
\item Vote on: 
\begin{enumerate}
\item The election of Directors and Officers;
\item Any merger and its principal terms;
\item Any election to dissolve the Corporation; and
\item Any issue put before the Membership.
\end{enumerate}
\item Voice their opinion and vote their preference or abstain from voting
about the affairs of the Corporation; and
\item Any other rights granted by resolution of the Board or provided by
law.
\end{enumerate}
\item All Members shall be responsible for: 
\begin{enumerate}
\item Timely payment of monthly dues;
\item Providing their current address, contact information, and preference
for electronic receipt of communications;
\item Thoughtfully contributing to the Corporations\textquoteright{} direction
and policies;
\item Continuing to support the purposes of the Corporation;
\item Obeying any rules set forth by the Board, such as a noise curfew;
and
\item Returning any and all property of the Corporation to any Officer or
Director upon cessation of Membership for any reason.
\end{enumerate}
\end{enumerate}

\subsection{Termination of Membership}
\begin{enumerate}
\item A person ceases to be a Member of the Corporation; 
\begin{enumerate}
\item By delivering their resignation in writing, electronically, or via
postal mail to the Board.
\item On their death;
\item On having their Membership terminated; or
\item On not having been in good standing for three (3) consecutive months,
except by special arrangement at the discretion of the Board.
\end{enumerate}
\item Resignation shall not relieve a Member of unpaid dues or other monies
owed to the Corporation.
\item Membership may be terminated with or without cause at a Special Meeting
of the Members, who are currently serving as Directors or Officers,
called for such purpose, which meeting may be called by at least two
(2) Directors and/or Officers, by a resolution passed by at least
two-thirds (2/3) of all the Members currently serving as Directors
or Officers. 
\begin{enumerate}
\item Notice of termination shall be given by any method reasonably calculated
to provide actual notice to the Member at least three (3) days prior
to the effective date of such termination; 
\item The notice of termination must include arrangements to remove the
Member\textquoteright s possessions from Hive13; and
\item The Member shall be given an opportunity to be heard at a Special
Meeting of the Members, who are currently serving as Directors or
Officers, called for such purpose, or in writing, in a statement delivered
to the President, at least three (3) days before the effective date
of the proposed termination. Following, which the Members, who are
currently serving as Directors or Officers, shall decide at a Special
Meeting of the Members, who are currently serving as Directors or
Officers, called for such purpose, whether or not to terminate such
Member\textquoteright s membership. In the event that such Member
whose membership has been proposed to be terminated is a Director
or Officer, such Member shall leave (if present) and not participate
in the Special Meeting at which such Member\textquoteright s termination
is being decided. 
\end{enumerate}
\item Membership may also be terminated with or without cause by a resolution
passed by more than three quarters (3/4th) of the necessary quorum
at a Special Meeting of the Members called for such purpose. 
\begin{enumerate}
\item Notice of the resolution of termination shall be given by any method
reasonably calculated to provide actual notice to the Member at least
three (3) days prior to the Special Meeting date called to vote on
the termination; 
\item The notice of a Special Meeting for termination must be accompanied
by the resolution to be voted in the meeting;
\item The Member shall be given an opportunity to be heard, either orally,
at a Special Meeting of the Members called for such purpose, or in
writing, in a statement delivered to the President, at least three
(3) days before the effective date of the proposed termination;
\item The hearing shall be held, or the written statement considered, by
the Membership; and
\item The Membership shall then vote on whether the Member is to be terminated,
\uline{provided}; that, the Member whose membership has been proposed
to be terminated shall leave (if present) and not participate in the
Special Meeting of the Members at which such termination is being
voted on.
\end{enumerate}
\item The Corporation reserves the right to limit membership based on the
capacity of the space.
\item Upon resignation or termination, Members shall also have their rights
and responsibilities revoked. 
\begin{enumerate}
\item Terminated Members shall be entitled to a pro-rated refund of any
membership dues paid for the period after which the termination takes
effect; and
\item At the discretion of the Board, terminated Members may be forbidden
to enter the Corporation\textquoteright s premises. Arrangements to
retrieve such Member\textquoteright s personal property under supervision
shall be made with the consent of any Officer or Director.
\end{enumerate}
\end{enumerate}

\subsection{Suspension of Membership}
\begin{enumerate}
\item Membership may be suspended for any amount of time up to one hundred
eighty (180) days without cause by a resolution passed by a majority
of a quorum of Members currently serving as Directors or Officers. 
\item Membership may be suspended for any amount of time up to seventy-two
(72) hours without cause with the approval of at least two (2) Officers
or Directors. During this period, the suspending Officers or Directors
may require the suspended Member to vacate the Corporation\textquoteright s
premises.
\item Suspensions may also be lifted, temporarily or permanently, by a majority
vote of a quorum of the Board, or by a vote of the Membership passed
by more than three-quarters (3/4) of the necessary quorum at a Special
Meeting of Members. As a condition of lifting a suspension, that Member
may be required to go through the membership application process as
a new member.
\item Suspended Members shall also have their rights and responsibilities
suspended for the duration of their suspension. 
\begin{enumerate}
\item Suspended Members shall be entitled to a pro-rated refund of any membership
dues paid for the period of the suspension. Dues do not accrue during
a suspension; and
\item At the discretion of the Board, the suspended Member may be forbidden
to enter the Corporation\textquoteright s premises during the suspension.
Arrangements to retrieve such Member\textquoteright s personal property
under supervision shall be made with the consent of any Officer or
Director. 
\end{enumerate}
\end{enumerate}

\subsection{Dues}
\begin{enumerate}
\item The first month\textquoteright s dues shall be the full amount of
the then current specified dues.
\item The Board and elected Officers are responsible for ensuring the dues
for Members are such that the Corporation shall be financially sustained.
If changes to the dues are necessary, the Board and elected Officers
shall submit the changes for a vote by the Membership.
\item All Members are in good standing except a Member who has failed to
pay their current monthly dues, or any other subscription or debt
due and owing by the Member to the Corporation, and the Member is
not in good standing so long as the debt remains unpaid.
\end{enumerate}

\subsection{Warden Members}
\begin{enumerate}
\item Wardens are active Members who want to become experts of Hive13 and
lead the Hive13 mission. Wardens are able to effectively offer advice,
teach users how to properly and safely use the machines, maintain
the space, and directly request replacements or improvements to items
in the space. Along with the Chief Operating Officer, Wardens have
direct access to funds for improvement of the space.
\item The Chief Operating Officer (COO) is responsible for managing the
Wardens. The COO\textquoteright s duties include, but are not limited
to, the following: 
\begin{enumerate}
\item Ensuring that Wardens are respecting Hive13;
\item Approval of requests for the Warden Budget; and
\item Holding short monthly progress meetings with the Wardens.
\end{enumerate}
\item Warden Budget.

The Warden Budget shall be allocated each month for maintenance, repair,
and minor improvements to the Corporation's workspaces and equipment.
The Chief Operating Officer and Wardens, with counsel from the Treasurer,
will prepare a Warden budget for Board approval. The Board will submit
the approved Warden budget for Member vote. Wardens have direct access
to request parts and consumables for the Hive out of the Warden Budget.
The COO shall approve all purchase requests and present receipts with
a monthly summary to the Treasurer for reimbursement. 
\item Eligibility and Appointment.
\begin{enumerate}
\item Any Member in good standing for at least the prior four (4) consecutive
months may serve as a Warden. The longevity requirement may be waived
for a specific Member by an act of the Board;
\item The maximum number of Wardens may be changed at any time by an act
of the Board and is eight (8) until such an act is passed. Reducing
the maximum number of Wardens does not cause any current Warden to
be removed from a Warden position; and
\item Wardens shall be appointed by the Board and removed, with or without
cause, by an act of the Board. The COO is responsible for making appropriate
recommendations to the Board for Warden appointments or removal based
on the needs of the Corporation.
\end{enumerate}
\item Responsibilities 
\begin{enumerate}
\item The COO is responsible for determining the specific breakdown of the
various areas and the individual duties of each Warden. 
\item Each Warden is not necessarily limited to one (1) area, nor one (1)
Warden per area, and cross-training of Wardens is encouraged. Responsibilities
of the Wardens include, but are not limited to, the following: 
\begin{enumerate}
\item Provide at least one (1) reliable form of contact for the mailing
list and any other electronic messaging system the Hive provides for
its Members;
\item Ensure that Hive13 is kept clean;
\item Maintain all equipment in Hive13, and ensure broken equipment is repaired.
Maintain documentation on Hive13 equipment, including a list of any
consumables needed and current status;
\item Request Warden Budget funds for parts or consumables as needed;
\item Hold public hours at least twice a month for at least two (2) hours
each; and
\item Provide feedback on how to improve the Warden program. 
\end{enumerate}
\end{enumerate}
\end{enumerate}

\section{Meetings of the Members }

\subsection{Regular Meetings }
\begin{enumerate}
\item Regular meetings of the Membership shall be held weekly.
\item The meeting shall be held at the registered address of the Corporation
or at a different meeting place or time as may be designated by Board
of Directors. 
\end{enumerate}

\subsection{Annual Meetings }
\begin{enumerate}
\item An Annual Meeting of the Membership shall be held in the month of
July. The President or their delegate shall fix the date, time, and
location of such meeting.
\item Notice must be provided of such meeting as provided in the section
of these bylaws entitled Notice of Meetings.
\item The date and time can be changed by the procedures for a vote of the
Membership, as defined in these bylaws.
\item Annual Meetings of the Membership exist in order to: 
\begin{enumerate}
\item Comply with legal requirements;
\item Elect Directors;
\item Elect all Officers;
\item Review and vote on the standing rules and policies of the Corporation;
\item Receive reports on the budget and activities of the Corporation, approve
the budget and determine the direction of the Corporation in the coming
year;
\item Update these bylaws if deemed necessary to do so, and
\item Any other issues that Members have placed before the Membership to
be discussed at the Annual Meeting, pursuant to the proposal and voting
rules stated in these bylaws for Voting.
\end{enumerate}
\item Decisions will be made by the affirmative vote of a majority of the
Members, except for changes to the bylaws which must be passed by
the affirmative vote of two-thirds (2/3rds) of the Members.
\item The quorum for the Annual Meeting, shall be fifty percent (50\%) of
the Membership. In the absence of a quorum, no formal action shall
be taken except to adjourn the meeting to a subsequent date. 
\end{enumerate}

\subsection{Special Meetings }
\begin{enumerate}
\item The Board or five percent (5\%) or more of the Members may call a
Special Meeting of the Members at any time.
\item Notice must be provided of such meeting as provided in the section
of these bylaws entitled Notice of Meetings.
\end{enumerate}

\subsection{Notice of Meetings}
\begin{enumerate}
\item Notice of Annual Meetings shall be given at least ten (10) days but
no more than sixty (60) days before the meeting date.
\item Notice of Special Meetings shall be given at least seventy-two (72)
hours but no more than ten (10) days before the meeting date.
\item Regular Meetings do not require any notice unless the time or place
has changed.
\item Any notice sent of Special Meetings shall state the nature of the
business to be transacted by the Members.
\item For a meeting where elections are held, the notice shall state the
names of all persons who are nominees for office.
\item Announcements regarding changes to the meeting date, time, or venue
shall be made to the entire Membership with a minimum of forty-eight
(48) hours\textquoteright{} notice.
\item Notice may be provided to the e-mail address of each Member on record
with the Corporation, or any other method approved by a vote of the
Membership.
\end{enumerate}

\subsection{Remote Attendance and Voting}
\begin{enumerate}
\item Members may participate in a meeting through use of conference telephone,
electronic video communication, electronic chat, or other communications
equipment so long as all of the following apply: 
\begin{enumerate}
\item Each Member participating in the meeting can communicate with all
of the other Members;
\item 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
\item The Corporation verifies that: 
\begin{enumerate}
\item A person communicating by telephone, electronic video screen, or other
communications equipment is a Member with voting privileges, and
\item 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.
\end{enumerate}
\end{enumerate}
\item Votes by the Members may not be made by proxy. Members must attend
the meeting of the Members, either in person or remotely as set forth
above, in order to vote on matters placed before the Members. 
\end{enumerate}

\subsection{Voting }
\begin{enumerate}
\item All issues requiring a vote, except when otherwise specified as a
vote of the Membership in these bylaws or required by law, shall be
decided by the affirmative vote of more than one half (50\%) of the
Members voting online or present at any Meeting.
\item Any Member may abstain from any vote. In this case, that Member shall
count towards quorum on an issue but shall not count towards determining
the minimum number of votes needed to pass that issue.
\item Quorum for a vote of the Membership shall require the attendance of
at least half (50\%) of the existing Membership on the day of the
vote.
\item For the purposes of calculating the quorum, properly submitted proxy
statements as well as votes submitted as described in the section
Remote Attendance shall count as attendance. 
\item For a vote of the Membership, the Directors shall appoint a three-member
election committee, responsible to deploy the vote of the Membership,
tally the votes and present the results. The committee members shall
not be nominated for positions in the vote or have personal relationships
with those nominated.
\end{enumerate}

\section{Directors }

\subsection{Number }
\begin{enumerate}
\item The Board shall consist of five (5) Members.
\item All Directors must be a Full Member or equivalent of the Corporation
as defined in these bylaws.
\item Each Director shall serve a one (1) year term from the time of their
election until their successor is elected and qualified. 
\end{enumerate}

\subsection{Director Responsibilities }

The duties of the Directors shall include the authority to: 
\begin{enumerate}
\item Uphold and advance the purposes of the Corporation.
\item Manage and control the affairs, contracts, funds and property of the
Corporation. 
\end{enumerate}
The Directors may delegate their authority to fulfil all roles required
by Ohio and Federal law and these bylaws. 

\subsection{Eligibility }

In order to be eligible to be nominated as a Director, a person must
be a Full Member (or equivalent) as defined in these bylaws for three
(3) consecutive months. 

\subsection{Nomination }
\begin{enumerate}
\item Any qualified Member has the right to nominate an eligible person
for office.
\item Any qualified Member has the right to nominate themselves.
\item Only the nominated candidate can un-nominate themselves.
\item All nominations for Director positions are due one (1) week before
the Annual Meeting of the Members.
\item If only one (1) person is timely nominated to run for an office and
accepts such nomination, they shall run unopposed.
\item If no person is timely nominated to run for an office, nominations
for that position may be made at the Annual Meeting of the Members,
in person, before the vote. If nobody is nominated in this way, the
incumbent may choose to continue in the position.
\item In the event that there is an unfilled, Director position, the Board
may appoint an interim Director that shall serve until a replacement
Director is properly elected. 
\end{enumerate}

\subsection{Elections }
\begin{enumerate}
\item Elections for Directors shall take place at the Annual Meeting of
the Members.
\item Election of all Director positions shall be by procedures in these
bylaws for Voting. In the event of a tie for the position of Director,
any nominee for a Director position who holds a Warden position shall
be disqualified. If a tie persists after the elimination of nominee
for a Director position, who is a Warden, the selection shall be made
by random lot from the tied nominees.
\item If there is more than one (1) candidate for the position of Director,
the candidate who receives the five (5) highest vote tallies shall
be elected. 
\end{enumerate}

\subsection{Resignations and Terminations }
\begin{enumerate}
\item Any Director may resign at any time by written notice delivered to
the Board.
\item A resignation is effective when the notice is delivered unless the
notice specifies a future date.
\item Any Director may be terminated with cause in their role with or without
cause by resolution passed by the affirmative vote of a majority of
the Membership.
\item Nominations for Members to run to replace the Director who has resigned
or been terminated shall open when the officeholder tenders their
resignation and remain open for one (1) week.
\item Members, at a Special Meeting of the Members, called for such purpose,
shall elect the replacement Director among the candidates who have
been nominated and accepted their nomination using the Voting procedures
in these bylaws.
\item The replacement\textquoteright s term shall last until the next Annual
Meeting of the Members.
\end{enumerate}

\subsection{Compensation }

A Director must not be remunerated for being or acting as a Director
but: 
\begin{enumerate}
\item A Director must be reimbursed for all expenses necessarily and reasonably
incurred by the Director while engaged in the affairs of the Corporation,
and
\item The Corporation may provide insurance and indemnity as permitted by
law.
\end{enumerate}

\section{Meetings of the Board }

\subsection{Regular Meetings }
\begin{enumerate}
\item Regular meetings of the Board shall be held Monthly.
\item The meethting shall be held at the registered address of the Corporation
or at a different meeting place or time as may be designated by the
affirmative vote of three fifths (3/5\textsuperscript{th}) of the
Board as defined in these bylaws. 
\end{enumerate}

\subsection{Special Meetings }
\begin{enumerate}
\item The Chairperson of the Board or two (2) of the five (5) members of
the Board may call a Special Meeting of the Board at any time.
\item Notice must be provided of such meeting as provided in the section
of these bylaws entitled Notice of Meetings.
\end{enumerate}

\subsection{Notice of Meetings}
\begin{enumerate}
\item Notice of any meeting of the Board, unless a specific date is designated
for Regular Meetings shall be given at least five (5) days before
the meeting date.
\item Any notice sent of Special Meetings shall state the nature of the
business to be transacted by the Board.
\item Notice may be provided to the e-mail address of each Director on record
with the Corporation, or any other method approved by a vote of the
Board.
\end{enumerate}

\subsection{Remote Attendance}
\begin{enumerate}
\item 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: 
\begin{enumerate}
\item Each member of the Board participating in the meeting can communicate
with all of the other members; and
\item Each Director is provithded 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
Board.
\end{enumerate}
\item Votes by the Directors may not be made by proxy. Directors must attend
the meeting of the Board, either in person or remotely as set forth
above, in order to vote on matters placed before the Board. 
\end{enumerate}

\subsection{Voting }
\begin{enumerate}
\item All issues requiring a vote, except when otherwise specified in these
bylaws or required by law, shall be decided by the affirmative vote
of more than one half (50\%) of the Directors present at any meeting
where a quorum is present.
\item Any Director may abstain from any vote. In this case, that Director
shall count towards quorum on an issue but shall not count towards
determining the minimum number of votes needed to pass that issue.
\item Quorum for a vote of the Board shall require the attendance of at
least half (50\%) of the Directors on the day of the vote.
\item For the purposes of calculating the quorum, properly submitted proxy
statements as well as votes submitted as described in the section
Remote Attendance shall count as attendance. 
\end{enumerate}

\section{Elected Officers }

\subsection{Officers }

The Officers of the Corporation shall consist of a President, a Secretary,
a Treasurer, a Chief Technical Officer, a Chief Operations Officer,
a Chief Membership Officer, and such other Officers as the Board may
from time to time deem advisable. Any Officer may be but is not encouraged
to be a Director of the Corporation. 

\subsection{President }
\begin{enumerate}
\item The President serves as a representative of the Corporation to the
public and in all functions where a President may be called for law
or any other outside requirements.
\item The President shall organize, preside over, and set the agenda for
all meetings of the Membership and of the Board.
\item The President is responsible for enforcing the rules of meeting procedure
as detailed in these bylaws.
\item The President shall facilitate communication between the Membership
at large, the Officers, and the Board. 
\end{enumerate}

\subsection{Secretary }
\begin{enumerate}
\item The Secretary shall supervise the keeping of a full and complete record
of the proceedings of the Board and its committees.
\item The Secretary shall supervise the giving of such notices as may be
proper or necessary.
\item The Secretary shall supervise the keeping of the minute books of this
Corporation.
\item The Secretary shall be responsible for recording all minutes of all
official meetings of the Membership and the Board in the Corporation\textquoteright s
permanent records. 
\end{enumerate}

\subsection{Treasurer }
\begin{enumerate}
\item The treasurer is responsible for monitoring all financial assets of
the Corporation. This includes, but is not limited to: 
\begin{enumerate}
\item Keeping record of the organization\textquoteright s budget;
\item The collection of membership dues from Members;
\item The payment of rent and utilities from any space leased by the Corporation;
\item The disbursement and reimbursement of funds authorized to be spent
under the procedures detailed in these bylaws; and 
\item Preparing financial reports to the Board.
\end{enumerate}
\item The Treasurer is responsible for making sure that the Corporation
files its annual reporting and any other papers required to maintain
legal nonprofit status under the laws of the State of Ohio or Federal
Law. 
\end{enumerate}

\subsection{Chief Technical Officer }

The Chief Technical Officer is responsible for ensuring the maintenance
and consistency of the technological infrastructure as needed by the
Corporation. This includes but is not limited to the website and the
internal network of the physical space and expanding it as necessary
to adjust to the needs of the Corporation. 

\subsection{Chief Operations Officer }
\begin{enumerate}
\item The Chief Operations Officer is responsible for managing the safety,
security, and tidiness of the physical space.
\item The Chief Operations Officer is responsible for providing logistical
support to events such as meetings, classes, workshops, and parties.
\item The Chief Operations Officer is responsible for managing the Warden
program. 
\end{enumerate}

\subsection{Chief Membership Officer}
\begin{enumerate}
\item The Chief Membership Officer serves as the primary people person ensuring
Members have a positive experience.
\item The Chief Membership Officer shall coordinate new Member recruitment,
orientation, mentoring, and outreach programs.
\item The Chief Membership Officer shall faciliate communication between
Members.
\item The Chief Membership Officer shall solicit feedback on all aspects
of this Corporation.
\end{enumerate}

\subsection{Officer Duties }
\begin{enumerate}
\item In their areas of responsibility, Officers are expected to build consensus
and work toward the goals of the Corporation and its Members.
\item Officers may enlist the help of other Members and non-members in meeting
their responsibilities.
\item At the end of their term, Officers are expected to facilitate the
transition process by training the newly elected Officers and helping
them become familiar with any day-to-day duties that are not explicitly
described in the bylaws or otherwise. 
\end{enumerate}

\subsection{Eligibility }

In order to be eligible to be nominated as an Officer, a person must
be a Full Member (or equivalent) as defined in these bylaws for three
(3) consecutive months. 

\subsection{Nomination }
\begin{enumerate}
\item Any qualified Member has the right to nominate an eligible person
for office.
\item Any qualified Member has the right to nominate themselves.
\item Only the nominated candidate can un-nominate themselves.
\item All nominations for Officer positions are due one (1) week before
the Annual Meeting of the Members.
\item If only one person is timely nominated to run for an office and accepts
such nomination, they shall run unopposed.
\item If no person is timely nominated to run for an office, nominations
for that position may be made at the Annual Meeting of the Members,
in person, before the vote. If nobody is nominated in this way, the
incumbent may choose to continue in the position.eside
\item In the event that there is an unfilled Officer position, the Board
may appoint an interim Officer that shall serve until a replacement
officer is properly elected. 
\end{enumerate}

\subsection{Elections }
\begin{enumerate}
\item Elections for Officers shall take place at the Annual Meeting of the
Members.
\item Election of all Officer positions shall be by procedures in these
bylaws for Voting. In the event of a tie for the position of Officer,
any nominee for an Officer position who holds a Warden position shall
be disqualified. If a tie persists after the elimination of the person
nominated for an Officer position, who is a Warden, the selection
shall be made by random lot from the tied nominees.
\item If there is more than one (1) candidate for the position, the candidate
who obtains the highest number votes from voting Members present shall
be elected. 
\end{enumerate}

\subsection{Resignations and Terminations }
\begin{enumerate}
\item Any Officer may resign at any time by written notice delivered to
the Board. 
\item A resignation is effective when the notice is delivered unless the
notice specifies a future date.
\item Any Officer may be terminated in their role with or without cause
by resolution passed by the affirmative vote of a majority of the
Membership.
\item Nominations for Members to run to replace the Officer who has resigned
or been terminated shall open when the officeholder tenders their
resignation and remain open for one (1) week.
\item Members, at a Special Meeting of the Members, called for such purpose,
shall elect the replacement among the candidates who have been nominated
and accepted their nomination using the Voting procedures in these
bylaws.
\item The replacement\textquoteright s term shall last until the next Annual
Meeting of the Members.
\end{enumerate}

\subsection{Term}

The term for each elected Officer shall be for a period of one (1)
year and shall expire at the next Annual Meeting of the Members. 

\section{Committees }
\begin{enumerate}
\item Committees may be formed by the Membership at large at any time, provided: 
\begin{enumerate}
\item The committee shall exercise only that power delegated to it by the
Board.
\item The committee does not undertake any action that can jeopardize the
legal status of the Corporation; and
\item The committee does not undertake any action that can jeopardize the
safety or security of the Membership of the Corporation.
\end{enumerate}
\item A Chairperson for the committee may be chosen from among the committee
members.
\item Officers and Directors may serve as committee chairpersons.
\item Committees will be expected to provide updates on their activities
to the Membership via reports at the weekly meetings, updates via
the mailing list, or any other effective method that the committee
deems appropriate.
\item Meetings of committees may be held with notice provided to each committee
member at least three (3) day prior thereto, at such time and place
as shall from time-to-time be determined by the committee.
\item The committees of the Corporation shall keep regular minutes and report
these minutes to the Membership, the Officers, and the Board. 
\end{enumerate}

\section{Books, Records, and Reports }

\subsection{Annual Report }

The Corporation shall send an annual report to the Members of the
Corporation not later than six (6) months after the close of each
fiscal year of the Corporation. Such report shall include a balance
sheet as of the close of the fiscal year of the Corporation and a
revenue and disbursement statement for the year ending on such closing
date. Such financial statements shall be prepared from and in accordance
with the books of the Corporation, and in conformity with generally
accepted accounting principles applied on a consistent basis. 

\subsection{Permanent Records }

The Corporation shall keep current and correct records of the accounts,
minutes of the meetings and proceedings, and Membership of the Corporation.
Such records shall be kept at the registered office or the principal
place of business of the Corporation. Any such records shall be in
written form or in a form capable of being converted into written
form. 

\subsection{Inspection of Corporate Records }

Any person who is a Member of the Corporation shall have the right
at any reasonable time and on written demand stating the purpose thereof,
to examine and make copies from the relevant books and records of
accounts, minutes, and records of the Corporation. Upon the written
request of any Member, the Corporation shall mail such a Member a
copy of the most recent balance sheet and revenue disbursement statement. 

\subsection{Fiscal Year }

The fiscal year of the corporation shall be the period selected by
the Board as the tax year of the Corporation for federal income tax
purposes. 

\subsection{Corporate Seal }

The Board may adopt, use, and modify a corporate seal. Failure to
affix the seal to corporate documents shall not affect the validity
of such documents. 

\subsection{Indemnification }
\begin{enumerate}
\item The Corporation shall indemnify each current Director, Officer and
committees members and each former Director, Officer, committee member,
and each person who may have served at the Corporation\textquoteright s
request as a Director or Officer of any other corporation, partnership,
joint venture, trust or other enterprise (the \textquotedblleft Indemnitee\textquotedblright )
to the greatest extent permitted by the Ohio Nonprofit Corporation
Law, with respect to any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
in nature, to which the Indemnitee is or was a party by reason of
the fact that the Indemnitee is or was a Director or Officer of the
Corporation, or by reason of the fact that the Indemnitee is or was
serving at the Corporation\textquoteright s request as aforesaid.
Indemnification hereunder shall include all expenses including attorneys\textquoteright{}
fees, judgments, fines and amounts paid in settlement, if such expenses
were actually and reasonably incurred by the Indemnitee in connection
with such action, suit or proceeding, provided that he or she acted
in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and with
respect to any criminal proceedings, if he or she had no reasonable
cause to believe that their conduct was unlawful.
\item Such expenses paid by the Corporation in advance of the final disposition
of such action, suit or proceeding, promptly as they are incurred,
but only upon receipt of a written agreement signed by or upon behalf
of the Indemnitee to repay such amounts if it is ultimately determined
that the Indemnitee by clear and convincing evidence, in a court with
jurisdiction that the act or omission of such party was one undertaken
with a deliberate intent to cause injury to the Corporation or was
one undertaken with a reckless disregard for the best interests of
the Corporation.
\item In addition, the Corporation may indemnify or agree to indemnify any
person who is or was a party to, or who is threatened to be made a
party to any threatened, pending, or completed action or who is threatened
to be made a party to any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
in nature, by reason of the fact that such person is or was an employee,
agent or volunteer of the Corporation, or by reason of the fact that
such person is or was serving at the request of the Corporation as
an employee, agent or volunteer or any other corporation, partnership,
joint venture, trust or other enterprise subject, however, to the
limitations imposed by Ohio Nonprofit Corporation Law.
\item The indemnification provided by this Section is not exclusive of and
shall be in addition to any other rights to which the Indemnitee may
be entitled. Such indemnification shall continue as to persons who
have ceased to be, Officers, Directors, members of committees, employees,
agents or volunteers, and shall inure to the benefit of the heirs,
executors, and administrators of such persons.
\end{enumerate}

\section{Amendments }
\begin{enumerate}
\item These bylaws shall be amended by a two-thirds (2/3) vote of the Membership
present at any Annual or Special Meeting provided a quorum is present
and provided a copy of the proposed amendment(s) are provided to each
Member with the agenda for the meeting, using the procedures stated
in the Voting section of these bylaws.
\item In order to be elegible for a vote of the Membership, proposed amendments
to these bylaws require the endorsement of five (5) Members, submitted
in writing to the Membership at least one (1) week in advance of the
meeting at which they will be considered for adoption. 
\end{enumerate}

\section{Conflict of Interest }
\begin{enumerate}
\item Any member of the Board who has a financial, personal, or official
interest in, or conflict (or appearance of a conflict) with any matter
pending before the Board, of such nature that prevents or may prevent
that member from acting on the matter in an impartial manner will
be dealt with in accordance with the provisions set forth in the Corporation\textquoteright s
Conflict of Interest Policy.
\item Each year, each Director, Officer and Member shall sign a statement
that such person has read, understands and will abide by the Corporation\textquoteright s
Conflict of Interest Policy. Each year, each such person shall also
complete and sign a Conflict of Interest Disclosure Statement. 
\end{enumerate}

\section{Dissolution }

In the event of the dissolution of the Corporation by the surrender
or forfeiture of the charter or otherwise, no distribution of assets
is to be made to any Director, Officer, employee, or any person or
individual. All property owned, managed, or operated by the Corporation
shall be distributed for one or more exempt purposes within the meaning
of Section 501(c)(3) of the IRS Code.

\hfill{}

These Bylaws were approved by a Vote of the Membership on July 23,
2022.

\lyxrightaddress{\hfill{}}

\lyxrightaddress{Witness my hand, in Cincinnati, Ohio, on this {[}\CIRCLE {]} day
of {[}\CIRCLE {]}, 2022.}

\lyxrightaddress{By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ }

\lyxrightaddress{{[}Name{]} }

\lyxrightaddress{{[}Title{]}}
\end{document}