Article 1 - General Matters
Section 1.1 Name
[1.1.1]The official and legal name of the Organization shall be 10BitWorks Hackerspace
hereinafter referred to as “the Organization”. It shall be a nonprofit organization
incorporated under the laws of the State of Texas.
Section 1.2 Non-Profit Purposes
[1.2.1]The Organization is formed exclusively for educational purposes within the
meaning of section 501(c)(3) specifically in the instruction of the public on subjects
useful to individuals and beneficial to the community. The Organization exists as a
shared space offering tools and collaborative opportunities in the domains of
engineering, science, trade-craft, design, and art. The activities of the Organization will
[1.2.2]Providing access to otherwise inaccessible resources, such as tools of the
electronics and computer science fields; Mentoring and training in the use of these
tools; and Promoting applications of the engineering, science, trade-craft, design, and
art domains towards the benefit of the local community.
[1.2.3]Notwithstanding any other provisions of these Bylaws, the Organization 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 Internal Revenue Code, or by a
corporation, contributions to which are deductible under Section 170(c)(2) of the Internal
[1.2.4]No part of the earnings of the Organization shall inure to the benefit of, or be
distributed to, its members, directors, officers, or other private persons, except that the
Organization shall be authorized and empowered to pay reasonable compensation for
services rendered and to make payments and distributions in furtherance of the
purposes of the Organization.
Section 1.3 Principal Office
[1.3.1]The principal office of the Organization is located in Bexar County, Texas.
Section 1.4 Change of Address
[1.4.1]The designation of the county or state of the corporation's principal office may be
changed by the Board of Directors by filing a 'Change of Registered Office' form with the
office of the Secretary of State. Such changes of address shall not be deemed, nor
require, an amendment of these Bylaws.
Section 1.5 Other Offices
[1.5.1]The corporation may also have offices at such other places where it is qualified to
do business, as its business and activities may require, and the Board of Directors may,
from time to time, designate.
Article 2 - Board of Directors
Section 2.1 Board of Directors
[2.1.1]The activities and affairs of the Organization shall be overseen by the Board of
Directors, subject to the provisions of the laws of the state of Texas and any limitations
in these Bylaws.
[2.1.2] The Board shall consist of five (5) elected persons who are members in good
standing and of the age of majority in the state of Texas.
[2.1.3]The Board will appoint all officers.
[2.1.4]The Board shall be elected at the annual meeting by a simple majority of the
voting members present. Their term of office shall be until the next annual meeting of
members or until a successor has been elected.
[2.1.5]Directors shall not be personally liable for the debts, liabilities, or other obligations
of the Organization.
[2.1.6]The Directors shall be indemnified by the Organization to the fullest extent
permissible under the laws of the state of Texas.
Section 2.2 Vacancies of Office
[2.2.1]A Director may resign by giving written notice to any member of the Board of
[2.2.2]A Director is also deemed to have resigned or is required to resign under the
[220.127.116.11]Being absent from three Board meetings consecutively without the approval of
[18.104.22.168]Removal by resolution of the general membership, in which there is a quorum
of two-thirds of the membership;
[22.214.171.124]Being of unsound mind or unable to fulfill their capacity as a member.
Section 2.3 Annual Meeting
[2.3.1]The annual meeting of the Board of Directors shall be conducted at a place and
time set by resolution of the Board of Directors.
Section 2.4 Special Meetings
[2.4.1]The Board of Directors may hold special meetings as needed at a time and place
set by resolution of the Board of Directors.
[2.4.2]Special meetings of the Board of Directors may be proposed by or at the request
of any Director, and confirmed by any other.
[2.4.3]Notice of special meetings shall be given to each Director at least seven (7) days
[2.4.4]Notice for a particular special meeting can be waived if all Directors are present
and unanimously vote to waive such notification. Otherwise, no business shall be
considered by the Board of Directors and the only motion which the Chairperson shall
entertain at such meeting is a motion to adjourn.
Section 2.5 Monthly Board Meetings
[2.5.1]A Board meeting shall be scheduled every month and publicly announced to the
[2.5.2]General members are welcome to attend the Board meetings.
Section 2.6 Quorum for Meetings
[2.6.1] A quorum shall consist of three of the Board of Directors represented in person
or by proxy.
[2.6.2] Except as otherwise provided by these Bylaws or provisions of law, no business
shall be considered by the Board of Directors at any meeting at which the required
quorum is not available, and the only motion which the Chairperson shall entertain at
such meeting is a motion to adjourn.
Section 2.7 Conduct of Meetings
[2.7.1] Meetings of the Board of Directors shall be presided over by a member of the
board, chosen by consensus of the Board.
[2.7.2]Secretary of the Board will be chosen by consensus of the Board to record and
provide meeting minutes.
Section 2.8 Majority Action as Board Action
[2.8.1] Every act or decision done or made by a simple majority of the Directors
available at a meeting duly held at which a quorum is present is the act of the Board of
Directors, unless the Bylaws, or provisions of law require a greater percentage or
different voting rules for approval of a meeting by the board.
Section 2.9 Conflict of Interest
[2.9.1]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 it prevents or may prevent that member from acting on the matter in an
impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate
his seat and refrain from discussion and voting on said item.
Article 3 - Officers
Section 3.1 Offices
[3.1.1]The Board of Directors may appoint by resolution officers who perform regular
management of the corporation.
[3.1.2]The President, Secretary and Treasurer can hold only a single office.
[3.1.3]The duties performed by officers will be determined by the Board of Directors.
Section 3.2 President
[3.2.1]The President shall perform such duties as the Board of Directors may delegate.
Section 3.3 Secretary
[3.3.1] The Secretary shall perform such duties as the Board of Directors may delegate.
[3.3.2] Shall ensure that minutes are taken for board meetings.
[3.3.3] Shall ensure that the record keeping requirements detailed in section 8.4 are
Section 3.4 Treasurer
[3.4.1]The Treasurer shall perform such duties as the Board of Directors may delegate.
[3.4.2]Shall ensure that a Current Members Roster is maintained.
[3.4.3]Shall ensure that Financial records for the Organization are maintained.
[3.4.4]Shall ensure that Memberships are added and terminated as needed.
Section 3.5 Other Officers
[3.5.1]The Board of Directors may appoint by resolution any number of other officers
deemed necessary to conduct the business and affairs of the corporation.
[3.5.2] Any member in good standing shall be qualified to be appointed as an officer.
Section 3.6 Officer Terms
[3.6.1] Officers shall hold office until:
[126.96.36.199] The next annual meeting of the Board of Directors;
[188.8.131.52] The position is resigned from; or
[184.108.40.206] The Officer is dismissed by the Board of Directors.
[3.6.2] Resignations are effective upon fulfillment of all obligations to the date of
withdrawal and should be given in writing to the Board of Directors.
[3.6.3] Dismissals are effective immediately.
Article 4 - Members
Section 4.1 Determination of Membership
[4.1.1] The Corporation shall initially have only non-paying and paying member classes.
[4.1.2] Non-paying members are not permitted to vote.
[4.1.3] No member shall hold more than one membership in the corporation.
Section 4.2 Eligibility of Membership
[4.2.1]Membership shall be open to any natural person not suspended or expelled from
the corporation under the terms of these Bylaws, or otherwise disqualified by the terms
of these Bylaws.
Section 4.3 Admission of Members
[4.3.1] Any applicant shall be admitted as a paying member so long as their dues are
paid in full.
[4.3.2] An applicant shall only be admitted or renewed as a paying member after their
membership application is approved by the appropriate policies as defined in the Standing Rules.
[4.3.3] A non-paying member will be subject to policies set forth by the Board of Directors.
Section 4.4 Admission of voting Members.
[4.4.1] Members who have been paying members in good standing for at-least 3 months with no outstanding dues can apply to be a voting member.
[4.4.2] Voting members will lose their Voting member status and return to that of a paying member if.
[220.127.116.11] They fall out of good standing, through behavior or failure to pay dues.
[18.104.22.168] Have note attended physically, or submitted through proxy their vote in 3 consecutive meetings.
[22.214.171.124] Have had their voting status revoked by a two thirds vote of the board.
Section 4.5 Dues
Sub-Section 4.5.1 Monthly Membership Dues
[126.96.36.199] Paying members shall pay monthly dues in advance, of such amount as may
be set by a quorum of the Board of Directors.
Sub-Section 4.5.2 Notification of Dues
[188.8.131.52] All membership dues shall be payable on a monthly basis, or as otherwise
agreed to by the board of directors.
Section 4.6 Membership Rights and Privileges
[4.6.1] Any paying member whose dues are paid in full, is not on probation, is not a non-
paying member, and who has not resigned, been suspended or has not been expelled
shall be considered a member in good standing. Only members in good standing shall
be entitled to the rights and privileges of full membership.
[4.6.2] Members in good standing shall be entitled to one vote in all elections and
special voting events as determined by the Board of Directors.
[4.6.3] Every paying member shall have the right at any reasonable time to inspect the
physical properties of the corporation.
Section 4.7 Membership Meetings
Sub-section 4.7.1 Board Election Meeting
[184.108.40.206] An election of the Board of Directors shall occur at least once per calendar
[220.127.116.11] Election of the Board of Directors shall be first by nomination, and then by final
[18.104.22.168] Members who are nominated for the Board of Directors must disclose any
potential conflict of interest to all members before binding votes are cast.
[22.214.171.124] A member of the Board of Directors shall not hold a term of office for more than
one year without being elected for each year the office is held.
[126.96.36.199] Each candidate must accept their nomination.
[188.8.131.52] Only members in good standing shall elect or be elected to the Board of
[184.108.40.206] Each paying member in good standing shall submit a single vote that identifies
members as potential board members, not more than the number of openings being
[220.127.116.11] A single vote to elect multiple candidates cannot list the same candidate more
[18.104.22.168] For the number of positions being voted upon. The candidates to receive the
highest number of votes shall be considered elected to number of positions.
For example: If there are 5 positions being voted upon, the 5 candidates with the
highest vote counts, shall be elected to those 5 positions.
Sub-Section 4.7.2 Regular Meeting
[22.214.171.124]Regular meetings of the membership shall be held at a time and place chosen
by resolution of the Board of Directors.
Sub-Section 4.7.3 Special Meetings
[126.96.36.199] A special meeting may be called by a majority vote of the Board of Directors, or
upon written request submitted to the Board of Directors by not less than ten (10)
percent of the full voting membership; such written request is to contain the subject or
subjects to be covered. A meeting date shall be set by the Board of Directors within
fifteen (15) days of receipt of the request and the date of the meeting shall not be set
more than forty-five (45) days from receipt of the request unless a specific date is stated
in said request.
[188.8.131.52] Unless otherwise provided by the Articles of Incorporation, these Bylaws, or
provisions of law, notice stating the place, date, time and purpose or purposes for which
the special meeting is called, shall be delivered not less than ten (10) days before the
date of the meeting. This notice shall be given to each member entitled to vote at such
meeting by the Board of Directors or the person(s) calling the meeting, and only matters
that are contained in this notification shall be considered.
[184.108.40.206] A notice of any membership meeting in which the Board of Directors are to be
elected must also state the names of each nominee or candidate for election.
Sub-Section 4.7.4 Quorum for Meetings
[220.127.116.11]At any meeting of the members, a quorum shall consist of one-third of the
voting members of the corporation represented in person or by proxy. Except as
otherwise provided by provisions of law, no business shall be considered by the
members at any meeting at which the required quorum is not present, and the only
motion which the Chair shall entertain at such meeting is a motion to adjourn.
Section 4.8 Majority Action as Membership Action
[4.8.1]Every decision made by a majority of voting members present in person or by
proxy at a duly held meeting at which a quorum is present is a decision of the members,
unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater
Section 4.9 Proxies
[4.9.1]At any meeting of members, a member entitled to vote may vote by proxy
executed in writing by the member or by his duly authorized attorney-in-fact in
accordance with the requirements of law.
Section 4.10 Non-Liability of Members
[4.10.1]The members of this corporation shall not be personally liable for the debts,
liabilities, or obligations of the corporation.
Section 4.11 Indemnification by Corporation of Members
[4.11.1]The members of the corporation shall be indemnified by the corporation to the
fullest extent permissible under the laws of this state.
Section 4.12 Non-Transferability of Membership
[4.12.1] No member may transfer a membership or any right arising therefrom.
[4.12.2] All rights of membership cease upon the member's death.
Section 4.13 Voluntary Resignation
[4.13.1] A member may withdraw from membership by providing documented notice of
resignation to an officer or director of the corporation.
[4.13.2] All rights, benefits, privileges, and the interests of a member in the corporation
cease on termination of membership.
[4.13.3]. Resignations are effective upon fulfillment of all obligations to the date of
Section 4.14 Expulsion
[4.14.1] A member shall be expelled from the membership of the corporation for a
period set by resolution of the Board of Directors after providing the member with
reasonable written notice and an opportunity to be heard by the Board of Directors
either orally or in writing, and upon a determination by the Board of Directors that the
member engaged in conduct materially and seriously prejudicial to the interests or
purposes of the corporation.
[4.14.2] Any person expelled from the corporation shall forfeit any and all dues already
[4.14.3] All rights of a member in the corporation shall cease on termination of
membership as herein provided.
[4.14.4] Any personal property left at the space, the expelled member has 30 days to
coordinate retrieval of their items.
Article 5 - Insurance for Corporate Agents
[5.1]Except as may be otherwise provided under provisions of law, the Board of
Directors may by resolution authorize the purchase and maintenance of insurance on
behalf of the organization.
Article 6 - Indemnification
[6.1] By resolution of the Board of Directors, the corporation may indemnify any person
who was or is a party or is threatened to be made a party to any potential, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, by reason of the fact that they are or were a Director, officer, member,
employee or agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's fees, judgments, fines, and amounts
paid in settlement actually and necessarily incurred by them in connection with such
action, suit or proceeding so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interest of the corporation, with
reasonable cause to believe their conduct was not unlawful, and they were not guilty of
negligence or misconduct in respect of the matter in which indemnity is sought.
[6.2] The termination of any action, suit, or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent will not, of itself, create a
presumption that the person did not act in good faith and in a manner which they
reasonably believed to be in, or not to be opposed to, the best interests of the
corporation, and with respect to any criminal proceeding, had reasonable cause to
believe that their conduct was not unlawful.
Article 7 - Fiscal Matters
Section 7.1 General
[7.1.1]The corporation may use its funds only to accomplish the purposes specified by
Section 7.2 Fiscal Year
[7.2.1]The fiscal year of the corporation commences on the first day of January and
ends on the last day of December.
Section 7.3 Purchasing Authority
[7.3.1]No member of the corporation shall be authorized to make purchases in the name
of the corporation except as directed by a member of the Board of Directors, or the
president or treasurer.
Section 7.4 Deposits
[7.4.1]All funds of the corporation will be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositories as the Board of
Directors may select.
Section 7.5 Checks and Notes
[7.5.1]Except as otherwise specifically determined by resolution of the Board of
Directors, these Bylaws or as otherwise required by law, checks, drafts, promissory
notes, orders for the payment of money, and other evidence of indebtedness of the
corporation in excess of an amount as set from by the Board of Directors shall be
signed by the Treasurer and countersigned by the President of the corporation except
that the Treasurer shall be permitted to pay for routine, regularly occurring expenses as
approved by the Board of Directors.
Section 7.6 Gifts and Donations
[7.6.1]The Board of Directors may accept on behalf of the corporation any gift, donation,
bequest, or device for the nonprofit purposes of this corporation.
Section 7.7 Material Property
[7.7.1] Material property that may be obtained by the corporation in its name will be
controlled and the responsibility of the corporation President or other personnel so
designated by the Board of Directors.
[7.7.2] All such material property shall be used only for the benefit of the corporation
and shall not be used for the personal benefit or gain of the appointed caretaker or any
third party. No material property of the corporation may be given to, loaned or placed in
the possession of a third party without the expressed permission of the Board of
Section 7.8 Dissolution
[7.8.1] In the event of the liquidation or dissolution of the corporation, whether voluntarily
or involuntarily, no member will be entitled to any distribution or division of its remaining
property nor its proceeds.
[7.8.2] The balance of all money and other property received by the corporation from
any source, after the payment of all debts and obligation of the corporation, will be
distributed in accordance with the Articles of Incorporation and Section 501(c) of the
Internal Revenue Code and the regulations thereunder as the same now exist or as
they be hereafter amended.
Article 8 - Corporate Books, Records and
Section 8.1 Books, Records and Reports
[8.1.1]The corporation shall keep all corporate books, records and reports at its principal
office or other secured locations as allowed by Texas State law.
Section 8.2 Inspection of Documents
[8.2.1] The Corporation shall make all books and records of the corporation available for
inspection by any interested party for any proper purpose at any reasonable time by
submitting a written request to the Secretary of the corporation.
[8.2.2] The request shall state the purpose for which the inspection is requested.
[8.2.3] The books and records shall be made available for inspection within a
reasonable time after the request is received by the Secretary.
[8.2.4] Inspection of corporate books or records for purposes of soliciting business shall
not be considered a proper purpose and in no case shall members' contact
information be made available for inspection except by consent of the member or as
required by the Articles of Incorporation, these Bylaws or provisions of law.
Section 8.3 Right to Copy and Make Extracts
[8.3.1]Any inspection under the provisions of this Article may be made in person or by
agent or attorney and the right to inspection shall include the right to copy and make
Section 8.4 Maintenance of Corporate Books and Records
[8.4.1]The corporation shall keep at its principal office or other secured location.
[18.104.22.168] Minutes of all meetings of Directors, officers, the membership and committees,
indicating the time and place of holding such meetings, whether regular or special, how
called, the notice given, and the names of those present, or if a membership meeting
then the names of the officers present and the number of members present, and the
[22.214.171.124] Adequate and correct books and records of account, including accounts of its
properties and business transactions and accounts of its assets, liabilities, receipts,
disbursements, gains and losses;
[126.96.36.199] A record of its members indicating their names, addresses, and if applicable,
their phone numbers, email addresses and the termination date of any membership;
[188.8.131.52] A copy of the corporation's Articles of Incorporation and Bylaws as amended to
Section 8.5 Periodic Report
[8.5.1]The Board of Directors shall cause any annual or periodic report required under
the Articles of Incorporation, these Bylaws, or provisions of law to be prepared and
delivered to an office of this state or to the members of this corporation, to be so
prepared and delivered within the time limits set by law.
Article 9 - Corporate Seal and Emblem
[9.1] The Board of Directors may adopt, use, and at will alter, a corporate seal and/or
[9.2] The seal shall be kept secured by the Secretary of the corporation.
[9.3] Failure to affix the seal to corporate instruments, however, shall not affect the
validity of any such instrument.
[9.4] The emblem may be used under guidelines established by the Board of Directors.
Article 10 - Waiver of Notice
[10.1]Whenever any notice or notification is required to be given under the Articles of
Incorporation, these Bylaws, or provisions of law, a waiver thereof in writing signed by
the person or persons entitled to such notice, whether before or after the time stated
therein, will be deemed equivalent to the giving of such notice.
Article 11 - Contracts and Instruments
[11.1]The Board of Directors may authorize any member in good standing, or agent of
the corporation to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation.
Article 12 - Parliamentary Authority and
[12.1] Rules provisioned by policies set forth by the Board of Directors shall govern this
corporation in all cases to which they are applicable and in which they are not
inconsistent with these Bylaws, the Articles of Incorporation, or any statutes applicable
to this organization.
[12.2] If there is any conflict between the provisions of these Bylaws and the Articles of
Incorporation of this corporation, the provisions of the Articles of Incorporation shall
[12.3] Should any of the provisions of these Bylaws be held unenforceable or invalid for
any reason, the remaining provisions of these Bylaws shall be unaffected by such
[12.4] All references in these Bylaws to the Articles of Incorporation shall be to the
Articles of Incorporation of this corporation as filed with the State of Texas and used to
establish the legal existence of this corporation.
[12.5] All references in these Bylaws to a section or sections of the Internal Revenue
Code shall be to such sections of the Internal Revenue Code of 2003 as amended from
time to time, or to corresponding provisions of any future federal tax code.
Article 13 - Amendments to Bylaws
[13.1] The Board of Directors is responsible for proposing amendments to the Bylaws.
[13.2] Members in good standing may propose amendments by submitting them in
writing, with rationale, to the Secretary for consideration by the Board of Directors.
[13.3] Any member in good standing may propose an amendment to the Bylaws upon
collecting the signatures of 10 voting members or 10% percent of the voting
membership, whichever is larger, In favor of the proposed amendment.
[13.4] These Bylaws may be amended, repealed, or altered in whole or in part by a
majority vote at any regular or special meeting, in which there is a quorum of two-thirds
of the voting members with a two-thirds majority vote of the members in attendance.
[13.5] Notification of the general membership of an upcoming vote shall be made at
least ten (10) days prior to the scheduled date of the subject vote.