Article I. Members
Section I.1 : Membership Qualification
Any person who submits a completed membership application, supports the purposes designated in the Certificate of Incorporation, adheres to these By-Laws and rules specified in the Members Code of Conduct.
Section I.2 : Member Dues
All membership dues will be collected monthly. All dues collected from members shall go towards the Corporation’s purpose as set forth in its Certificate of Incorporation. The amount, due date, and acceptable methods of payment and collection of dues shall be determined by the Board of Directors (the Board). Membership dues may vary by member type (student, youth, etc.). Members may have their dues temporarily waived due to extreme financial hardship or other extenuating circumstances. Any member who wishes to have the dues temporarily waived must submit a written request to the Board. All dues waiver decisions are at the sole discretion of the Board.
Section I.3 : Resignation
Any member may rescind their membership by filing a written notice with any member of the Board. Rescinding one's membership shall not relieve a member of unpaid dues or other monies owed.
Section I.4 : Suspension
The Board retains the right to suspend a member via majority vote for any reason including but not limited to:
- Non-payment of dues. Suspension for non-payment of dues can be corrected immediately without vote by repayment of owed dues.
- Failure to uphold one's responsibilities as a member.
A suspended member temporarily relinquishes the following member privileges; use of all SIG provided resources, voting rights, and key access to the space. A suspended member may continue to collaborate with members of SIG as any member of the public would. A suspension can be corrected by appealing to the Board and satisfying the conditions laid out at that time. Upon correcting a suspension, a member regains all member privileges with no permanent penalty.
Section I.5 : Termination
Members may be terminated by the Board via a two thirds majority vote. A termination is permanent and will only be enacted upon gross failure to uphold one's responsibilities as a member or upon repeated complaints by other members. A termination cannot be appealed. Upon termination of membership, all SIG property must be returned and all SIG debts must be repaid.
Article II. Meetings
Section II.1 : Regular Meetings
Any member in good standing can organize and conduct a meeting at the SIG space.
Section II.2 : Annual Meeting
The Officers must prepare a report to be distributed at the annual meeting. The report should include, but not be limited to, a financial summary of the previous year, list of activities and accomplishments, relevant legal filings, and the budget for the upcoming year. The date, time, and location of the meeting will be provided as required under law.
Section II.3 : Quorum
At a duly called meeting, at least 25% (one quarter) of the entire voting membership shall constitute a quorum. If a quorum has been obtained during any point in a meeting, it shall remain for the duration of that meeting.
Section II.4 : Voting
When a quorum is present, all issues, except when otherwise specified in these bylaws, shall be decided by affirmative vote of more than 50% (one half) of the members present. Only members in good standing may participate in the vote.
Section II.5 : Conduct of Meetings
All meetings shall follow the SIG Meeting Guidelines.
Article III. The Officers
Section III.1 : Role, Number, Qualification, Term and Compensation
There shall be four officers: a President, Vice President, Secretary, and Treasurer. Each officer will serve as an ex-officio member of the Board and will retain all rights and responsibilities as such. Once elected, an officer must complete a 1 year term unless voted out of office, resigns, or is terminated. No Officer shall be compensated for their service as an officer, though the corporation may provide insurance and indemnity for officers as allowed by law. One person may hold more than one office in the Corporation except that no one person may hold the offices of President and Secretary. No instrument required to be signed by more than one Officer may be signed by one person in more than one capacity.
Section III.2 : Duties of the President
The President shall be primarily responsible for leading and guiding the actions of SIG. Duties shall include, but not be limited to, growing and maintaining a diverse membership pool, providing accountability to members of the Board, foster an environment of teamwork and collaboration, and ensuring all actions taken by SIG are prudent. The President shall also be responsible for all duties required of the position by law or custom.
Section III.3 : Duties of the Vice President
The Vice President shall be primarily responsible for assisting the President in any duties or actions that are required. The Vice President shall also be responsible for all duties required of the position by law or custom.
Section III.4 : Duties of the Treasurer
The Treasurer shall be primarily responsible for all financial actions taken by SIG. Duties shall include, but not be limited to managing and tracking financial transactions (members’ dues, purchases, donations, reimbursements, etc), developing and maintaining the budget, and ensuring all financial actions taken by SIG are prudent. The Treasurer shall also be responsible for all duties required of the position by law or custom.
Section III.5 : Duties of the Secretary
The Secretary shall be primarily responsible for all non-financial record keeping of SIG. Duties shall include, but not be limited to meeting coordination (meeting minutes and actions, official votes), meeting communication, and maintaining membership records. The Secretary shall also be responsible for all duties required of the position by law or custom.
Section III.6 : Elections
Each member shall be given an opportunity to be a candidate for each officer position. If there is more than one candidate for an officer position, the candidate who obtains the highest number of votes from voting members shall be elected. If there are no candidates for an officer position, the outgoing office-holder may elect to serve another term or the incoming Board may appoint a member.
Section III.7 : Resignation
Any Officer may resign from office at any time. Such resignation shall be made in writing and submitted to any member of the Board, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Board member. The acceptance of a resignation by the Board shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of a Director.
Section III.8 : Termination
An Officer may be voted out of office with a petition signed by over 75% of the members and at least 50% of the Board.
Section III.9 : Vacancies
In case of any vacancy in any office, a successor to fill the unexpired portion of the term may be elected by the Board.
Article IV. The Board of Directors
Section IV.1 : Powers and Duties
The Board of Directors shall have general power to control and manage the affairs and property of the Corporation subject to applicable law and in accordance with the purposes and limitations set forth in the Certificate of Incorporation and herein. Additionally the Board of Directors reserves the right to mediate and resolve conflicts should they escalate to the point of affecting the operation of the Syracuse Innovators Guild. All determinations made by the Board are final and binding on the members.
Section IV.2 : Size, Term and Compensation
The Board shall consist of the four Officers as defined in Article III and a number of at-large Directors who are elected by the Officers. The exact number and responsibilities of the at-large directors shall be determined by the Officers. All Directors are also members and retain all rights and responsibilities as such. Once elected, a Director must complete a 1 year term unless they resign or are terminated. No Director may be compensated for their service as a Director, though the corporation may provide insurance and indemnity for Directors as allowed by law.
Section IV.3 : Meetings
The Board shall meet when necessary, provided all members are notified at least five calendar days prior to a meeting. The notice shall give the time, place, and reason for calling the meeting. All members may request to attend a meeting of the Board. Minutes of each Board meeting shall be made available to the members via electronic methods.
Section IV.4 : Quorum
One half of the directors at a duly called Board meeting shall constitute a quorum.
Section IV.5 : Voting
Except as otherwise provided by law or these By-Laws, at any meeting of the Board at which a quorum is present, the affirmative vote of a majority of the Directors present at the time of the vote shall be the act of the Board. If at any meeting of the Board there shall be less than a quorum present, the Directors present may adjourn the meeting until a quorum is obtained. If a quorum has been obtained during any point in a meeting, it shall remain for the duration of that meeting.
Section IV.6 : Resignation
Any Director may resign from office at any time. Such resignation shall be made in writing and submitted to any member of the Board, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Board member. The acceptance of a resignation by the Board shall not be necessary to make it effective.
Section IV.7 : Vacancies
Any newly created Directorships and any vacancies on the Board may be filled at any meeting of the Board by a majority of the Directors. The Directors so elected shall serve until the next annual meeting at which time the election of Directors is the regular order of business and his/her successor is elected. A vacancy in the Board shall be deemed to exist on the occurrence of any of the following:
- the death, resignation or removal of any Director;
- an increase in the authorized number of Directors by resolution of the Board; or
- the failure of the Directors, at any annual or other meeting of Directors at which any one or more Directors are to be elected, to elect the full authorized number of Directors to be voted for at that meeting.
Section IV.8 : Termination
A Board member may be voted out of office with a petition signed by over 75% of the members and at least 50% of the Board.
Article V. Dissolution
In the event of the dissolution of SIG, the remaining assets of the organization shall be distributed to another not-for-profit with a similar charter. The Board shall choose which not-for-profit organization is selected.
Article VI. Amendments
These By-Laws may be amended in two manners:
- When an amendment petition signed by more than three fourths of all members is then accepted at a meeting of members as specified in Article II. Written notice of the acceptance of such a signed petition must be submitted electronically to all voting members to take effect.
- When the Board determines an amendment is necessary and it is voted for by at least two thirds of the Board. Written notice of the acceptance of such a change to the by-laws must be submitted electronically to all voting members to take effect.
Article VII. Reference to certificate of incorporation
References in these By-Laws to the Certificate of Incorporation shall include all amendments thereto or changes thereof unless specifically excepted. In the event of a conflict between the Certificate of Incorporation and these By-laws, the Certificate of Incorporation shall govern.