Current Bylaws

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Hack Factory of Minnesota, INC. d/b/a Twin Cities Maker
First amended and restated bylaws

ARTICLE I: OFFICES AND FISCAL YEAR

Section 1.1.        Registered office – the registered office of the corporation is as set forth in the Articles of Incorporation.

Section 1.2.        Other offices – the corporation may have such other offices within or without the State of Minnesota, as determined from time to time by the Board of Directors of the corporation (the “Board”).

Section 1.3.        Fiscal Year – the fiscal year shall begin the first day of January and shall end the last day of December of each year.

ARTICLE II: MEMBERS

Section 2.1.        Qualification and Admission – application for membership shall be open to any person that supports the purpose of the corporation. Membership is granted by the Board upon receipt of a completed membership application and dues. All memberships shall be granted upon a majority vote of the Board. The Board may require members to enter into and sign a membership agreement.

Section 2.2.        Class – there shall be one voting class of members. The Board is authorized to establish additional non-voting member classes.

Section 2.3.        Membership Dues – The amount required for monthly membership dues for members shall be set by the Board and may be increased or decreased by affirmative vote of a majority of the Board.

Section 2.4.        Voting – each member in good standing on the books of the corporation, as of the date of record, shall be entitled to one vote for each issue brought before the members for vote. Members are entitled to equal rights and preferences unless the Articles of Incorporation or these Bylaws of the corporation limit the rights and preferences of members or different classes of members or provide for nonvoting members.

Section 2.5.        Transfer or Sale of Membership – no member shall transfer or sell a membership or a right arising from it.

Section 2.6.        Resignation – a member may resign at any time. Resignation does not relieve the member from any obligation the member may have to the corporation for dues, assessments, or fees or charges for goods and services.

Section 2.7.        Suspension and Expulsion – a member may be expelled or suspended, provided a membership may not be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith as provided for pursuant to Minn. Stat. 317A.411.

Section 2.8.        Place of Meetings – member meetings shall be held at a time and place designated by the Board or such other person authorized to do so by the Board of Directors. If a place is not designated, the meeting shall be held at the Minnesota registered office of the corporation.

Section 2.9.        Annual Meeting – members shall hold an annual meeting of the members for the purposes of electing successors for directors whose terms have expired, and to report on the activities and financial condition of the corporation and for the transaction of such other business as shall come before the meeting.

            If an annual meeting has not been held for 15 months, at least 50 members with voting rights or 10% of members with voting rights, whichever is less, may demand an annual meeting of members by written notice of demand given to the president or the treasurer of the corporation. 

Section 2.10.     Notice of Annual Meeting - notice of an annual meeting shall be mailed, or given by a form of electronic communication consented to by the member, to each member entitled to such notice not more than 60 days and not less than five days before the meeting, unless otherwise fixed by law.

Section 2.11.     Special Meeting – members shall hold a special meeting of the members if called by the Board or such other person authorized to do so by the Board, or if at least 50 members with voting rights or 10% of members with voting rights, whichever is less, sign, date and deliver to the president or treasurer of the corporation one or more written demands for the meeting describing the purpose for which the meeting is to be held.

Section 2.12.     Notice of Special Meeting - notice of a special meeting shall be mailed, or given by a form of electronic communication consented to by the member, to each member entitled to such notice not more than 60 days and not less than five days before the meeting, unless otherwise fixed by law. Such notice shall state the date, time, place and purpose of the meeting. 

Section 2.13.     Quorum – a quorum for a meeting of members is the greater of eight (8) members entitled to vote at the meeting or ten-percent (10%) of the members entitled to vote at the meeting.

Section 2.14.     Proxies – proxies shall be allowed. An appointment of a proxy is effective when received by the secretary or other officer of the corporation. An appointment is valid for 11 months unless a different period is expressly stated in the proxy form; provided, however, a proxy is not valid for more than three years from the date of its execution.

            Appointment of a proxy is revoked by the person appointing the proxy by: 1) attending a meeting and voting in person; or 2) delivering to the secretary or other officer of the corporation a written and signed statement revoking the proxy; or 3) delivering to the secretary or other officer of the corporation a new appointment of a proxy.

Section 2.15.     Action Without a Meeting – an action required or permitted to be taken at a meeting of the members may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all the members entitled to vote on that action. The written action is effective when it has been signed, or consented to by authenticated electronic communication, by all of those members, unless a different effective time is provided in the written action.

ARTICLE III: BOARD OF DIRECTORS

Section 3.1.        General Powers – the property, affairs and business of the corporation shall be managed by the Board.

Section 3.2.        Number – the Board shall consist of three (3) directors and may be increased or decreased (to not less than three) by affirmative vote of a majority of the members entitled to vote at an annual or special meeting of the corporation.

Section 3.3.        Qualification – any member in good standing and 18 years of age or older may be nominated to the Board. 

Section 3.4.        Term – each director shall hold office for three consecutive (3) years or a different period set by the Board as necessary in order to effect staggered terms of directors, and  until a successor is elected and qualified, or until the death, resignation or removal or disqualification. The Board is authorized to establish staggered terms of directors by dividing the total number of directors into groups. The terms of office of the groups need not be uniform.

Section 3.5.        Method of Election – successor directors shall be elected at the members’ annual or special meeting of the corporation. The president of the corporation shall serve as the election officer, unless such person has a conflict of interest by virtue of being a candidate for director in that election, in which case, the members present and entitled to vote at the meeting shall appoint an election officer. No candidate for the Board or an office shall serve as an election officer.

Section 3.6.        Resignation – a director may resign at any time by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective time is specified in the notice.

Section 3.7.        Removal – a director may be removed at any time, with or without cause by those members eligible to elect the director.

Section 3.8.        Vacancy – if a vacancy occurs on the Board, including a vacancy resulting from an increase in the number of directors, the members with voting rights may fill the vacancy. The Board may temporarily fill a vacancy until the next annual or special meeting of the members held for the purpose of electing successors for directors.

Section 3.9.        Place of Meetings – Board meetings shall be held at a time and place designated by the Board or such other person authorized to do so by the Board, in or out of the State of Minnesota. If a place is not designated, the meeting shall be held at the Minnesota registered office of the corporation.

Section 3.10.     Notice of Meeting - notice of meeting shall be given by a form of electronic communication consented to by all the Board members, to each Board member entitled to such notice not less than five days before the meeting. Attendance by a director at a meeting is a waiver of notice of that meeting, unless that director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and that director does not participate in the meeting.

Section 3.11.     Annual Meeting – the Board shall hold an annual meeting.

Section 3.12.     Action Without a Meeting – an action required or permitted to be taken at a board meeting may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all the directors. The written action is effective when it has been signed, or consented to by authenticated electronic communication, by all of those directors, unless a different effective time is provided in the written action.

Section 3.13.     Compensation – there shall be no compensation paid to the Board directors. Board directors shall be reimbursed for such reasonable expenses incurred by them in rendering such services as the Board may from time to time determine to be directly in the best interests of this corporation.

Section 3.14.     Standard of Conduct and Conflict of Interest – directors are subject to Standard of Conduct and Conflicts of Interest provisions as set forth in Minn. Stat. 317A.251 and 317A.255, as amended.

ARTICLE V: OFFICER DUTIES

            Unless otherwise provided in the articles, these bylaws or a resolution adopted by the Board, the president, treasurer, secretary and vice president shall have the duties in Sections 5.1 through 5.4 below. The duties of any other officer shall be determined by the Board.

Section 5.1.        President – the president shall be responsible for the general active management of the business of the corporation; when present, preside at all meetings of the Board and of the members; see that the orders and resolutions of the Board are carried into effect; sign and deliver in the name of the corporation deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the corporation except in cases in which the authority to sign and deliver is required by law to be exercised by another person.

            The president shall be, upon resolution approved by the affirmative vote of a majority of the Board, an ex officio member of all committees of the corporation.

Section 5.2.        Treasurer – the treasurer shall keep accurate financial records of the corporation; endorse and deposit money, drafts and checks in the name of and to the credit of the corporation in the banks and depositories designated by the Board; disburse corporate funds as authorized by the Board; and upon request by the Board, provide the Board certain financial reports.

            Additionally, the treasurer shall keep accurate membership records, including the recordation of new memberships and renewal memberships, and provide such records, upon request, to the president and other persons as directed by the president or the Board.

Section 5.3.        Secretary – the secretary shall keep and maintain the corporate records of the corporation; record and maintain minutes of Board and member meetings; and receive and respond to correspondence of the corporation, as directed by the Board, the president or the treasurer.

Section 5.4.        Vice President – in the event there is a vice president, the vice president shall assist the president in the management of the business of the corporation, as directed by the president; and sign and deliver in the name of the corporation certain instruments pertaining to the business of the corporation, as directed by the Board or by resolution of the Board or the members, except in cases in which the authority to sign and deliver is required by law to be exercised by another person.

ARTICLE VI: COMMITTEES

Section 6.1.        Formation – a resolution approved by the affirmative vote of a majority of the Board may establish committees having authority of the Board in the management of the business of the corporation to the extent provided in the resolution. Committees are subject at all times to the direction and control of the Board.

Section 6.2.        Qualification – committee members must be natural persons and a committee must consist of at least three (3) persons, who need not be directors, appointed by the Board.

Section 6.3.        Place of Meetings – committee meetings shall be held at a time and place designated by the Board or such other person authorized to do so by the Board, in or out of the State of Minnesota. If a place is not designated, the meeting shall be held at the Minnesota registered office of the corporation.

Section 6.4.        Notice of Meeting - notice of meeting shall be given by a form of electronic communication consented to by all the committee members, to each committee member entitled to such notice, not less than five days before the meeting, unless, the notice of meeting is waived by unanimous consent of the committee members.

Section 6.5.        Action Without a Meeting – an action required or permitted to be taken at committee  meeting may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all the committee members. The written action is effective when it has been signed, or consented to by authenticated electronic communication, by all of those members, unless a different effective time is provided in the written action. Committee actions must be approved and ratified by the Board.

Section 6.6.        Minutes – committee meeting minutes shall be recorded and maintained by the Secretary of the corporation, or such other person authorized to do so by the Board, and must be made available to members of the committee and to the directors of the corporation.

Section 6.7.        Standard of Conduct and Conflict of Interest – committee members are subject to Standard of Conduct and Conflicts of Interest provisions as set forth in Minn. Stat. 317A.251 and 317A.255, as amended.

Section 6.8.        Indemnification – committee members are considered to be directors for purposes of Indemnification as set forth in Section 8.1 below and Minn. Stat. 317A.521, as amended.

ARTICLE VII: BOOKS AND RECORDS

Section 7.1.        Records – the Board shall keep and make available at its Minnesota registered office, within a reasonable time period after receipt by an officer of the corporation of a written demand for them made by a member or other person authorized by the Minnesota Nonprofit Corporation Act, Section 317A.461, originals or copies of the corporation’s:

(a)             articles and all amendments;

(b)            bylaws and all amendments;

(c)             accounting records, including a statement showing the financial result of all operations and transactions affecting income and surplus during the corporation’s last annual accounting period and a balance sheet containing a summary of its assets and liabilities as of the closing date of the accounting period;

(d)            any member voting or control agreements; and

(e)             meeting minutes of members, Board of Directors and committees.

Section 7.2.        Inspection – a member or director, or agent or attorney of a member or director may inspect all documents referred in the above Section 7.1 for any proper purpose at any reasonable time. A proper purpose is one reasonably related to the person’s interest as a member or director of the corporation.

ARTICLE VIII: INDEMNIFICATION

Section 8.1.        Indemnification - the corporation shall indemnify all officers and directors of the corporation, for such expenses and liabilities, in such manner, under such circumstances and to the fullest extent permitted by the Minnesota Nonprofit Corporation Act, as now enacted or hereafter amended.  The Board may authorize the purchase and maintenance of insurance and/or the execution of individual agreements for the purpose of such indemnification, and the corporation shall advance all reasonable costs and expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding to all persons entitled to indemnification under this Section 8.1, all in the manner, under the circumstances and to the extent permitted by the Minnesota Nonprofit Corporation Act, as now enacted or hereafter amended.  Unless otherwise approved by the Board, the corporation shall not indemnify any employee of the corporation who is not otherwise entitled to indemnification pursuant to this Section 8.1.

ARTICLE IX: AMENDMENTS

Section 9.1.        Amendments - unless the Articles of Incorporation provides for members the power to adopt, amend or repeal these Bylaws, these powers are vested in the Board.

(a)             The power of the Board is subject to the power of the members with voting rights who can adopt, amend or repeal bylaws adopted, amended or repealed by the Board. Unless the Articles of Incorporation or these Bylaws provide otherwise, at least 50 members with voting rights or ten percent (10%) of the members with voting rights, whichever is less, may propose a resolution for action by the members to adopt, amend, or repeal bylaws adopted, amended or repealed by the Board.

            The resolution must contain provisions proposed for adoption, amendment or repeal. The limitations and procedures for submitting, considering or adopting the resolution are the same as provided in Minn. Stat. 317A.133, for amendment of the Articles of Incorporation, except that Board approval is not required.

(b)            The Board cannot adopt, amend or repeal a bylaw fixing a quorum for meetings of members, prescribing procedures for removing directors or filling vacancies in the Board or fixing the number of directors or their classifications, qualifications or terms of office. A bylaw amendment to increase or decrease the vote required for a member action must be approved by the members.

(c)             The Board can adopt or amend a bylaw to increase the number of directors.