ARTICLE 1 — Name and purpose
SECTION 1 Name
1. The name of the organization is Makerspace of Milwaukee, Inc. To be referred to hence as MoMI.
SECTION 2 Purpose
1. The purpose of the MoMI organization is:
A. Build and maintain spaces suitable for technical and social collaboration.
B. Collaboration on all forms of technology, culture, and craft in new and interesting ways.
C. Freely share its research and discoveries, using what is learned to teach others.
D. Recruit and develop talented members dedicated to these purposes.
ARTICLE 2– Membership
SECTION 1– Membership tiers
1. MoMI tiers are to be structured as;
A. Board Members – person/persons listed as incorporators or elected individuals governing the organization.
B. Full Members – person/persons paying a fee for use and access to said group/ space.
C. Companion Members – persons paying a reduced fee for use and access to the group/space, and associated as an add-on membership with another Full Member in good standing.
SECTION 2– Eligibility
1. In order to become a member, a person must interact with two existing members, to the point where they feel comfortable sponsoring the applicant. They must then complete the membership application form with sign off from one Board Member as well as the sponsor members, pay the monthly membership fee, and agree to support the purpose of the organization
2. Members must be at least 18 years of age.
3. A Companion Member must be associated with an existing Full Member in good standing. Requirements for companion membership and the number of companion memberships allowed for full members shall be specified by the Board of Directors.
SECTION 3–Rights and Responsibilities
1. All Members shall have the right to:
A. One vote each on:
1. the election of Board Members,
2. any merger and its principal terms,
3. any election to dissolve the organization,
4. any issue put before the membership,
B. Voice their opinion and vote their preference or abstain from voting in the affairs of the organization
C. a key or other method of entry to the physical workspace and access for the days and times specified in their membership level
D. reasonable inspection rights of corporate records
E. sponsor a qualified person to be a Member.
F. In addition, all members shall have all rights afforded members under the law, and any other rights granted by resolution of the Board.
2. All Members shall be responsible for:
A. timely payment of monthly dues,
B providing their current address, contact information, and preference for electronic receipt of communications,
C. thoughtfully and respectfully contributing to MoMI’s direction and policies,
D. continuing to support the purposes of the organization,
E. obeying any rules set forth by a resolution of the Board of Directors.
F. At the time a member’s eligibility expires, they must forfeit their method of entry in addition to any other property owned by MoMI to a Board Member or an agent designated by the Board for this purpose.
3. In addition to the above rights and responsibilities, all Full Members shall have the right to:
A. store a reasonable amount of equipment and/or materials at the space, with exact details to be specified by the Board of Directors,
B. add or remove companion members to their membership.
SECTION 4 — Termination of Membership
1. A person ceases to be a member of the organization
A. by delivering his or her resignation in writing to the Board,
B. on his or her death,
C. completion of a vote to terminate their membership, or
D. on having been a member in suspension for 1 month,
2. Any member may resign by filing a written resignation with the Board or by mailing or delivering it to the address of the organization.
3. Resignation shall not relieve a member of unpaid dues or other monies owed.
4. Membership may also be terminated for any reason by resolution passed by more than three quarters (3/4ths) of the voting members at a voting session held in accordance with MoMI’s regular voting procedure.
A. Notice of termination shall be given by any method reasonably calculated to provide actual notice to the member.
B. The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.
C. The member shall be given an opportunity to be heard, either orally or in writing, before the effective date of the proposed termination.
D. The hearing shall be held, or the written statement considered, by the members.
E. The members shall then vote on whether the membership is to be terminated.
F. The Board shall make reasonable efforts to mediate and resolve issues with members, however a period of suspension shall not be required prior to a vote to terminate a membership.
5. The organization reserves the right to limit membership based on the capacity of the space.
6. Upon resignation or termination, members will be removed from the access list for the door and members-only mailing list.
7. A person whose membership was terminated by a means other than their resignation will no longer be permitted in the physical space. The termination will remain in effect for a period of one year, unless vacated by the Board.
8. Any Companion Members associated with a Full Membership that has terminated can choose to upgrade their membership to Full Member at the time of termination, or to discontinue their membership.
SECTION 5 — Suspension of Membership
1. Membership may be suspended with a resolution passed by a unanimous vote of the Board in accordance with MoMI’s voting procedures. Reasons for suspension are limited to nonpayment of dues/fees and violations of MoMI’s By-Laws, Code of Conduct, Anti-Harassment Policy, Shop Rules and Safety.
2. A suspended member will not be able to access the space.
3. In order for the suspension to be lifted, the suspended member must go through the same application and sponsorship process as occurs on acceptance of a new member. The member must then provide payment of dues owed plus one month beyond the end of the suspension period.
4. In the case of non-payment of dues, the re-application requirement may be waived at the discretion of the Board.
5. After 30 days in suspension, the membership in question will automatically be terminated.
6. Any suspension of a Full Member may also apply to any associated Companion Members at the discretion of the Board of Directors.
SECTION 6 – Hardship Suspension of Membership
1. Members may petition the Board of Directors for a temporary suspension of their membership for hardship reasons. The granting of any such suspension is entirely at the discretion of the Board of Directors.
2. Any member in hardship suspension would be denied access to the space during the suspension, except during times when the space is open to the public.
3. Any member in hardship suspension would not be permitted access to space tools.
4. Any project storage space allocated to the member would be retained by the member during hardship suspension.
5. The fees charged to a member in hardship suspension is at the discretion of the Board of Directors.
6. The maximum allowed duration of a hardship suspension is at the discretion of the Board of Directors.
7. How often a hardship suspension may be granted to a given member is at the discretion of the Board of Directors.
8. Any companion members associated with a Full Member in hardship suspension would also be denied access to the space for the duration of the hardship suspension, except during times when the space is open to the public.
SECTION 7 — Dues
1. The amount of the monthly membership dues, security deposit and any membership obligations must be determined at a meeting of the Board of Directors.
ARTICLE 3 — Meetings
SECTION 1 — Regular Meetings
1. Regular meetings of the members shall be held at minimum once quarterly, at a time and place designated by the President. A Board Member of MoMI or an appointed representative must be present for and preside over the meeting.
SECTION 2 — Annual Meetings
1. An annual meeting of the members shall take place in the month of October, the specific date, time and location of which will be designated by the President. At the annual meeting the members shall elect the President, Secretary, and one general board member, receive reports on the activities of the association, and determine the direction of the association for the coming year. Members will be notified via email and via the organization’s website of annual meetings at least 30 days in advance. A Board Member of MoMI or an appointed representative must be present for and preside over the meeting.
2. A six month update meeting will be held in the month of April. The specific date, time, and location of which will be designated by the President. At the update meeting the members shall elect the Operations Director, Communications Director, Treasurer, and one general board member. Members will be notified via email and via the organization’s website of the April update at least 30 days in advance. A Board Member of MoMI or an appointed representative must be present for and preside over the meeting.
SECTION 3 — Special Meetings
1. Special meetings may be called by the President. A petition signed by fifty one percent of voting members may also call a special meeting. A Board Member of MoMI or an appointed representative must be present for and preside over the meeting.
SECTION 4 — Voting
1. Voting must take place at an official regular meeting or annual meeting or special meeting. All issues to be voted on shall be decided by a simple majority of present voting members, proxies, and votes provided electronically to the Board of Directors except where otherwise stated in these laws. Prior notice shall be provided to all members via an official communication to their email address of record, at least one week in advance of any such vote.
ARTICLE 4 — Board Members
SECTION 1 — Composition
1. There shall be seven Board Members:
C. Communications Director
D. Operations Director
F. General Board Member
G. General Board Member
2. All Board Members must be Members of MoMI.
3. Each Board Member shall serve from the time of their election for 12 months until the next election meeting for that role and a duly elected successor is trained.
SECTION 2 — Compensation
1. A Board Member shall not be remunerated for being or acting as an representative but the organization may provide insurance and indemnity as permitted by law.
2. All Board Members shall serve without pay.
3. All Board Members shall receive full physical access to the organization’s facilities to conduct organization business.
4. Conflicts of interest shall prevent Board Members from casting votes where such Board Members would profit or otherwise derive gain from such votes.
SECTION 3 — Responsibilities
1. The President serves as a representative of the organization to the public and in all functions where a President may be called for by law or any other outside requirements, and is responsible for public-facing communication.
2. The President is responsible for making sure that the organization files its annual report and any other papers required to maintain legal status by the law of Wisconsin or Federal law.
3. The President or their duly appointed representative shall organize and preside over all meetings of the membership. The President or their duly appointed representative is responsible for enforcing the rules of meeting procedure as detailed in these documents.
4. The President and one other Board Member must sign any documents legally binding the organization.
The Treasurer is responsible for monitoring all financial assets of the organization. This includes but is not restricted to:
1. keeping record of the organization’s budget,
2. the collection of membership dues from members,
3. the payment of rent and utilities for any space leased by the organization,
4. filing taxes,
5. the disbursement and reimbursement of funds authorized to be spent under the procedures detailed in these bylaws,
6. and preparing financial reports to the board.
Operations Director (Ops)
1. The Operations Director shall supervise the giving of such notices as may be proper or necessary.
2. The Operations Director or duly appointed representative shall be responsible for management of facilities, equipment, their allocation, and use of physical spaces.
1. The Communication Director’s primary responsibility is to manage media relations and public outreach as well as organization communication, both internally and externally.
2. The Communication Director shall maintain the organization’s online presence including but not limited to the website, Facebook account, Twitter, etc.
The Secretary is responsible for the following:
1. Being present at all meetings of the membership and the Board of Directors.
2. Taking accurate and impartial meeting minutes and notes.
3. Recording the results of all elections and votes.
4. Making the aforementioned information available to the membership in a timely manner.
The Secretary may, with advance notice, appoint a temporary representative to perform these tasks in their absence. If no advance notice of absence is given, any present Board Member(s) may appoint a temporary representative.
General Board Members
1. General Board Members participate in Board Meetings and associated business.
2. General Board Members have equivalent voting rights to the aforementioned Board Members.
3. General Board Members may assist the other Board Members with their duties as needed.
SECTION 4 — Elections
1. Elections for President, Treasurer, Operations Director, Communications Director, and Secretary shall take place at the annual election meeting.
2. Elections for General Board Members shall occur one week after the annual meeting.
3. Candidate receiving the greatest number of votes for General Board Member is elected.
4. All Board Members shall be elected by the process determined in these By-Laws for Voting.
5. Each member present shall be given an opportunity to be a candidate for each Board Member position.
6. If there is more than one candidate for a Board Member position, the candidate who obtains the highest number votes from Voting shall be elected.
7. If there are no candidates for a Board Member position, the outgoing officeholder may, if eligible, elect to serve another term or select any willing member to serve in that position.
8. Any Member has the right to nominate any Member for The Board.
9. Only nominated candidates can un-nominate themselves.
SECTION 5 — Not used.
SECTION 6 — Not used.
SECTION 7 — Resignations and Terminations
1. Any Board Member may resign at any time by written notice delivered to the other Board Members of the organization.
2. A resignation is effective when the notice is delivered unless the notice specifies a future date.
3. Any Board Member may be terminated in their role by a Vote of No Confidence per the following procedure:
A. 10% of the Membership must request a Vote of No Confidence be called at least one week prior to an official meeting.
B. The Vote of No Confidence will be carried out according to Article 3, Section 4 — Voting. A member may cast a vote ‘To Remove the board member’ or ‘To Keep the board member’.
C. If the Vote of No Confidence is passed, the Board Member is terminated from their role.
D. If the Vote of No Confidence is not passed, the Board Member remains.
4. The pending vacancy in the Board may be filled before the effective date, but the successor shall not take office until the effective date.
5. Members shall elect the replacement Board Member among the candidates who have been nominated and accepted their nomination by the processes determined in these By-Laws for Voting and Elections.
6. The replacement Board Member’s term shall last until new officers are elected at the next annual meeting.
SECTION 8 — Authority
1. The Board can make decisions and policies regarding
A. recurring fees, membership costs, costs, operations, and other business considered routine for the function of the organization,
B. proper member conduct, member warnings and suspensions.
2. The Board shall notify the membership about non-routine business
A. Notification shall be given at least one week in advance of any Board Vote regarding non-routine business. Notification will be made through an announcement at an official meeting, via email to each member’s address of record, and through a post to the official members email discussion group. Notification shall explain the non-routine business in sufficient detail for a member to make an informed decision about the business. All information available to the Board shall be made available to any member upon request.
B. If at least seven (7) members request a full membership vote on non-routine business by contacting the board or by posting their request to the official members email discussion group before the date of the Board Vote, the business shall be solely decided by the membership according to the procedures in Article 3 Section 4 — Voting.
C. Non-routine emergency expenses. If an expense is necessary to preserve life or property and there is not enough time for a potential membership vote, the Board may vote to commit to the expense without consulting the membership. The Board shall inform membership as soon as is practical but not more than 72 hours after making a commitment.
D. Non-routine business includes:
1. Any single expenditure of more than $500;
2. Any recurring expenditure totaling more than $1000 in any 12-month period that has not already been in place for more than 30 days before this revision is adopted;
3. Any disposal of MoMI property with a fair market value of more than $500;
4. Transfer of any MoMI property valued at more than $50 to a Board Member;
5. Removal or acquisition of any tool with a fair market value of more than $500 or any tool that a member or group of members has contributed 50 or more hours to its construction or maintenance in the preceding 12 months;
6. Commitment to any debt or obligation with a total value of more than $500;
7. Issuance of any bond, stock or negotiable instrument by MoMI or guaranteed by MoMI;
8. Issuance of any loan more than $250 or any loan causing the total value of all outstanding loans to be more than $500;
9. Commitment to an agreement or license allowing the usage of any MoMI intellectual property by a third party;
10. Commitment to any partnership, joint venture, merger, reverse-merger, or dissolution;
11. Commitment to any contract not listed above with an apparent value over $500 or a term of over 12 months;
12. Removal of or substantial changes to any of the individually funded areas (for example: the metal shop, wood shop, laser lab, etc) with more than $100 funding or 100 member-hours of dedicated maintenance or construction in the preceding 12 months;
13. Any group of expenditures or commitments structured to circumvent the limits above by splitting them into multiple parts;
14. Any issue up for a vote that would reasonably require every member to directly perform an action or refrain from performing an action.
3. A quorum of five Board Members is required to pass any Board decision except where otherwise stated in these laws.
4. The Board shall make their meeting agendas and results of decisions known to the Membership.
5. The Membership can appeal Board decisions per the following procedure:
A. 10% of the Membership must request an appeal at least one week prior to an official meeting.
B. A vote to overturn will be carried out according to Article 3, Section 4 — Voting. A member may cast a vote ‘To Overturn the board decision’ or ‘To Keep the board decision’.
C. If the appeal is passed, the decision is overturned.
D. If the appeal is not passed, the decision stands.
6. The President, Treasurer, Communications Director, Operations Director and Secretary may appoint standing committees, consisting of members in good standing, as necessary to assist them in their responsibilities. Appointment to such a committee is subject to a veto by a majority of the board. A member serving on such a committee is not entitled to compensation, nor a vote on board matters.
ARTICLE 5 — Amendment of By-Laws
1. These ByLaws shall be amended at an official meeting by a simple majority vote of all members present, their proxies, or votes provided electronically to the Board of Directors.
ARTICLE 6 — Certification
1. This shall certify that the attached is a true and correct copy of the By-Laws of this organization, and that such By-Laws were duly adopted by the Incorporator and approved by the Board Members of this organization.