Bylaws Old

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Excluded Offenses

  • Any topic that is excluded from the bylaws is subject to be added as an amendment on a per case basis. If no repercussions exist before the amendment is made, any offender will be grandfathered in for that one instance and is hence forth held to any repercussion for future occurrence


  • Proposals to amend the bylaws must be presented to the board for review and approval
  • The final approval for amendments to the bylaws must pass a 2/3rd vote by the active members of the organization

Group Promotion

  • Promotional pictures, accounts, and / or other recollections of meetings or events may be recorded via video, photograph, or audio recording to be used in future advertising or promotion.
  • If you would prefer not to be involved in promotional materials please feel free to avoid being in a location where you may be included in a picture that is being taken.



  • Current members should be paired with new/interested party so they have a kind of mentor/sponsor. If no member steps up, the Vice President should attempt to take the responsibility but may pass the responsibility on to another officer.
  • General induction into the group requires the member to be at least of 18 years of age.
  • Any minor in the space must be accompanied by a legal guardian at all times.

Revoking Membership

  • Membership may be revoked from the organization for any of the following reasons
    • Membership may be revoked by the board if dues are not paid within 15 calendar days from the first of the month. (See Membership Dues)
    • Membership may be revoked by a majority vote by the board after a member has been put on probation. (See Issues & Accusations)
    • Any activity which results in the endangerment of the status of the organization or its property
    • Any activity judged by the the board to be outside of the realm of acceptable behavior.

Rights of Members

  • Every member has the right to vote on any issue put before the membership.
  • Every member has the right to vote for officers / board members during the yearly election.
  • Members are provided access to the space (pending acquirement of the group's space).

Drugs and Alcohol in the space

  • No illegal drugs or drug paraphernalia under any condition are to be present or used in the space.
  • Anyone obviously under the effects of drugs may be asked to leave the space.
  • Must be of age, no exceptions
  • After consumption of alcohol there is no usage of Power Tools for 12 hours after the consumption of the last beverage
  • Alcohol Probation
  • Separate from normal probation
  • Caught drinking and breaking rules, you are prohibited from imbibing alcohol on site and surrounding area for a defined period of time
  • Three strikes
  • First occurrence, 2 weeks no alcohol consumption or alcohol intoxication on site and surrounding area
  • Second occurrence, 1 month no alcohol consumption or alcohol intoxication on site and surrounding area and 2 weeks of no usage of tools
  • Third occurrence, go to board for further review
  • The board reserves the right for all decisions and actions taken pertaining to alcohol consumption or drunken conduct on site and surrounding area

Responsibility of Members

  • Ensure that dues are kept current unless some other special arrangement has been approved by the board.
  • Upon any member deciding to leave the organization or in the event a member is removed by the board, that member must return any and all organization property as well as any keys or access devices used for the organization.

Membership Levels

There are currently three membership levels. Redundant. People, can count.

  • Each household is limited to one Membership Level
  • Any new membership level must be presented to the board and voted on and passed with a 2/3 majority.

Full Member (Maker)

  • Qualifies one person for entry into the space and benefits of the organization

Family / Household Members

  • A progressive discount for multiple members from the same family
  • $10 discount per each additional person
  • Must be family members from the same household (i.e. Spouse/significant other, children, etc. )
  • Discount based upon number of members in the household up to a limit of 5

Unemployed/Student Member (Starving Maker)

  • Same benefits as the Full Member
  • Half the cost of the Full Membership fee
  • Student/Faculty ID shall be required where applicable

Membership Dues

  • Full Membership dues will be determined by the Membership Level.
  • Unemployed/Student Membership dues will be half of the Full Membership dues, per member, per month.
  • Membership fees are due on the 1st of every month and considered late after the 7th of the month and may be assessed a late penalty, as decided by the policy of the membership level.
  • A suspension of membership privileges or the membership revoked by the board if dues are not paid within 15 calendar days from the first of the month.
  • The board reserves the right to have the final say on any and all special arrangements.
  • Any special arrangements are made / held in confidence.

Membership Levels / Fee Tiers

  • Base Membership $45.
  • Single Member
  • Family Membership: Progressive Discount
  • Family Members in the same household will qualify.
  • Discount based upon number of members in the household up to a limit of 5.
  • $10 per person discount. IE 2 people = 80, 3 = 115, 4 = 150, 5 = 185
  • Educational Discount or Discounted Rate - $25
  • Educational Discount requires proof of current class hours / transcript
  • Educator requires valid current faculty / employee identificatior
  • Discounted Rate: Unemployed.
  • Each household is limited to one membership type.

Organization Slush Fund / Pre Space Dues

  • A minimum of a $1500 slush fund is be in the organizations bank account before it considers moving into a location
  • The organization shall attempt to maintain the slush fund in a bank account for instances of being short on funds to pay monthly rent
  • When opportunity presents itself, it is the responsibility of the board to try and increase the amount of money kept in the bank for the slush fund and not limit it at the aforementioned minimum

Issues & Accusations

  • If an issue or matter between members cannot be resolved those members can bring the matter to the board. A vote must put to the board to put the member in question on 30 day probation. At end the of the 30 days a second vote must be held to determine if the member is taken off probation or removed from the group entirely. Both votes require a 2/3 majority to pass. The probation includes limited access to the space requiring a board member present as well as one week cool down for both the accuser and accused.


  • Visitors are welcome to the space provided they are accompanied by a member in good standing who shall take responsibility for all activity by the visitor for the duration they are our guest.


  • Any outside solicitations to group members must be board approved.

Board of Directors/Offices

  • The board of directors shall serve without pay and consist of the positions detailed below.
  • Any board member can be removed from office by a 2/3rd majority vote of the dues paying membership after a special meeting has been requested.

Elections and Vacant Seats

  • Eligibility to be nominated for office requires a member to be in good standing for over 6 months, nominated and seconded by the membership and majority approval of the board using a binary vote.
  • Secret ballot should be used for elections.
  • Nominations for officers must be between two to four weeks before the membership vote.
  • Officer elections should be held once a year unless a seat has been vacated in which the board will setup a special election.
  • In the event of a tie the board will hold secondary vote and return an unanimous decision.
  • In the event of a vacant position the board must choose a temporary replacement and must be confirmed by a vote of the existing membership within one month.
  • If the organization finds itself without leadership for a period of at least 45 days, the existing membership may elect new officers.


  • All terms are limited to 1 year
  • Elections should be held prior to the end of term to allow for a smooth transition between officers



  • Executes organization leadership and decisions following the policies of the organization
  • Shall be primary on all capital expenditures made from the Treasury.

Vice President

  • Executes the responsibilities of the office of president when the president is not otherwise available
  • Reside as the primary officer involved in the registration, interview, and induction of new members
  • Shall be secondary on all capital expenditures made from the Treasury.
  • Membership promotion events with cooperation from the PR officer
  • New member orientation
  • Arranges and keeps track of waivers, member education regarding Midsouth Makers, informing of new members regarding dues, begins the process for assigning access to the space, sets up any rights to online resources the new member would need, etc. All new member orientation tasks will require action or input from other officers.
  • Appointment (with board supervision) of mentors for new members (possibly redundant)


  • Shall keep the minutes of the organization and all other official paperwork thereof
  • Shall officiate over all elections, votes for new members, or any other matter requiring a vote of membership.


  • Shall keep track of all monies received and payable by the organization
  • Shall keep the board aware of any changes or significant fees associated with the bank account(s) held in the organization's name
  • A status update on the organizations finances should be presented to the board at each board meeting or once a month
  • Shall be tertiary in all capital expenditures made from the Treasury.
  • Treasurer should be able to produce a complete financial record of the organization within a one calendar week.

Public Relations Officer

  • Responsible for all entries and listings social media
  • Responsible for maintaining the organizations brand.
  • Responsible for creation and distribution Press releases and all related media.

Sergeant At Arms

  • Ensures that all rules laid out by the organization are upheld
  • Works with members who have not paid appropriate dues as informed by the Treasurer
  • Responsible for removing participants from events/meetings if they become unruly

Unofficial Offices

  • Web Presence
  • Meeting Leader
  • New Member Sponsor
  • Quartermaster


Statement of Purpose

Midsouth Makers, NFP is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future United States Internal Revenue law). Our mission is to foster a collaborative environment wherein people can explore and create intersections between technology, science, art, and culture. We will strive to promote individual growth and community improvement through our endeavors, projects and actions.

Specific Goals

  • Acquire and maintain a collaborative workspace for communal use by members
  • Foster a creative, collaborative environment for experimentation and development in science, technology, and art.
  • Interact with the local community that our space is situated in through education and cultural participation.
  • Share our developments and ideas with the world at large.
  • Facilitate communication with other spaces and colleagues nationally and internationally.
  • Invite experts and other creative individuals to share their ideas and projects.


By requirement of the State of Tennessee, Midsouth Makers shall continuously maintain in the State of Tennessee a registered office and a registered agent whose business office, for the purpose of this corporation, is identical with such registered office. The registered office shall be the physical location of our workspace. In the event that we do not have a physical workspace, the registered office shall be determined by the board of directors.


Individual Project Management

  • Individual projects may not bring hazard or harm to the group, space, or any member.
  • Income from projects
  • If an individual chooses to sell any product that they manufacture the group encourages a 5% donation of the total sale
  • Any products sold at a MidsouthMakers event, a 5% donation of the total sale is automatically deducted to benefit the group.
  • Any products sold on the MidsouthMakers website, a 5% donation of the total sale is automatically deducted to benefit the group.
  • Any convention or other gathering where MidsouthMakers would be able to aquire a fan or vendor table for members to sell their products requires board approval on a case by case basis Sellers will be required to cover a portion of table cost up front.

Group Project Management

  • Most likely organization funded
  • Project must have an assigned project leader
  • Project Leader Responsibilities
  • Bi weekly status updates to board
  • Thorough Documentation
  • Re usability of parts / tools from failed projects
  • Cost analysis must be presented
  • All revenue from group projects belongs to the group.


Venture — any venturesome undertaking especially one with an uncertain outcome.

Required Documentation

  • Group projects should be thoroughly documented on the wiki
  • Rough Schedule / Time Line / Estimated Completion dates
  • Cost analysis must be presented
  • In order for a venture to be taken by MidsouthMakers as a group, and NOT a MidsouthMakers individual, the board must receive documentation outlining the proposed venture. This can be received by the board in written form, electronic form or verbally with a transcript facilitated by the secretary.
  • Documents will be committed to a publicly viewable page on the wiki with locked down version control with the responsibility of maintenance of the document given to the project lead and the board.
  • Language regarding MidsouthMakers Profit Motives will be conveyed at time of orientation.
  • Quotes must be presented for custom work / parts / etc.

Project Termination

  • A project may be terminated or put on hold for the following reasons
    • Large deviation from original description
    • Copyright or Patent infringement
    • Over budget
    • Potential Hazard


  • The Project lead, the Treasurer, and / or others defined in the required project documentation are responsible for overseeing the revenue generated.
  • The board has ultimate authority in advancing or halting any venture regardless of profit.
  • Proper input from the treasurer is needed at any board vote involving an expenditure of any capital.
  • All project income must be enumerated by the project lead and verified by the board.
  • A committee chair will be assigned responsibility for the potential revenue and the treasurer will note the profit estimates defined in the required documentation.

Intellectual Property / Patents

  • Any intellectual property, concepts, designs, processes generated by a group project are property of MidsouthMakers until relinquished.
  • Any intellectual property, concepts, designs, processes previously created that may become involved in any group project remains the owner.


The Board may appoint standing and ad hoc committees as needed.

Purpose of Committees

  • In order to manage certain common tasks, ventures, endeavors, requiring three or more members of our NFP the need arises for proper organization and delegation of responsibilities. Towards this purpose a Committee must be formed (by the board).
  • Members of MSM may attach themselves to a committee in order to participate in (any?) projects. For instance, an individual who wishes to participate in woodworking projects may join the woodworking committee, giving him or her a package of physical tools they are permitted to operate and access to online resources particular to MSM such as Wiki edit rights, email, etc.
  • All safety and liability waivers are predicated on the committee allowing the participant to join a committee. For instance, a user of a table saw must be presented with the safety packet developed by the woodworking committee that details allowable materials, instructions on what to do in case of emergencies and other errata that significantly decreases MSM's liability.
  • Committees are the hierarchical skeleton that will hold MSM together in order to combat issues with the organization scaling upwards.
  • General committees are open to all members of the group, such as a facilities committee that advises the board on matters involving our physical space and the proper operation and needs thereof.
  • Special committees are created around the needs that arise based on particular situations. Metal smelting would for instance create a potential for communicating toxic substances into the environment and into our members. Special committees are focused on reducing MSM's liability both to our members and the community in addition to MSM itself.

How to create a Committee


  • Membership Committee (General)
  • Members:
  • Chair: VP
  • Communicates to the board the current membership numbers,
  • Works with the treasurer to ensure all members do not have an outstanding balance, adjusting a members status accordingly and communicates to the member their change in status.
  • Reports to the board on new members and their progress, etc...
  • Membership Committee Executor:
  • Produces and communicates to the VP, with the VP's assistance, all metrics related to the Membership Committee
  • Runs a monthly orientation for new mentors and new members
  • Maintains and writes a bimonthly newsletter targeted towards Midsouth Makers membership, potential members and the community at large
  • Purpose/Goals:
  • To both build and strengthen the membership rolls and increase the revenue generated through dues.
  • Increase MSM's collective skillset
  • Reach out to community and business partners who could benefit from services offered by MSM (duties of this nature may get split off into a separate general committee)
  • Advise in the process of mentoring individuals who are entertaining membership with MSM or are signing up again after an absense.
  • To sum up the purpose of the membership committee, it is Retention
  • Frequency and location of meetings:
  • (Second Friday of every month?)
  • Board Advisory Interface:
  • The VP will communicate to the board any un

Tools & Equipment

Age Requirements

  • Certain equipment may not be operable by anyone under the age of 21 as decided by the board on a per equipment basis

Group Owned Tools

  • All organization owned tools and equipment will be marked appropriately so as to leave no doubt that the equipment belongs to the


  • All donated equipment becomes the property of Midsouth Makers
  • Midsouth Makers will issue a receipt for all donated items

Equipment Acquisition Process

  • All equipment taken into the possession of Midsouth Makers must be assessed and assigned an asset tag for tracking purposes.
  • All assets must be recorded with their assigned asset tags and given to the Quartermaster (Potential future board member or committee head).
  • A completed Asset record sheet must be completed, one copy given to the donator and one copy given to the Quartermaster, to be stored in a publicly accessible page on the Wiki.
  • If an item is deemed common (below a certain price threshold) no asset tag is needed.
  • The Quartermaster will compile and manage a standardized process in which equipment is tagged with assets, value is assessed, photos are taken of the equipment, safety concerns are recorded, and the Asset record is produced.
  • Tools at the space need to be inventoried and marked in / out as needed.
  • Any personal tools brought in by any member, it is at the member's discretion to add it to the group's inventory (for insurance purposes).
  • The Midsouth Makers group is not responsible for any personal tools not added to the inventory.
  • Any non volatile memory storage units must have an accompanying waiver from the donator releasing the MidsouthMakers from any responsibility of any data on the device.

Repair & Maintenance of Group Owned Tools

  • All tools should be held in good working repair
  • Any tool that does not meet the manufacturer's minimum safety recommendations
  • If a tool is damaged or in disrepair it is the responsibility of the Quartermaster and / or the Treasurer to secure replacement or find suitable repair for the tool
  • If a tool is deemed no longer necessary for the group's uses it shall be disposed of accordingly

Purchased Equipment

  • All desired purchases shall be categorized into a single grouping based on the proposing interest served
  • If multiple categories exist for desired equipment, no equipment shall be bought consecutively from the same category
  • All organization funded purchases must be approved by the board
  • Equipment purchased with group funds and remains property of Midsouth Makers until it is deemed no longer serviceable or no longer necessary

Loaned Equipment

  • Equipment does not leave the space

Individual Owned Tools

  • Risk of damage to equipment is assumed by the owner.
  • If it is feasible for the equipment to be added to inventory for insurance purposes then it will be included on the list while it resides at the location.


Regular Meetings

  • While no physical work space is provided by the organization, regular meetings shall be held once a week at a time and day decided by the members to be most convenient.
  • When a physical work space is provided by the organization, regular meetings shall be held biweekly unless otherwise deemed unnecessary by the membership. The meetings shall be held at a time and day decided by the membership to be most convenient.

Special Meetings

  • Special meetings can be held at any time called for by the board.
  • At least a one week advanced notice is required for all special meetings.

Open Board Meetings

  • All board meetings should be open to the membership.
  • If there is any significant disruption to the meeting it may be postponed or rescheduled at a later date as a closed meeting.
  • Members are welcome to express their opinions / suggestions to any topic the board is discussing.
  • Open to members in good standing including the board. All board members are required to obtain a quorum.

Closed Board Meetings

  • To be held every (reoccurring time) or for specially called meetings.
  • (All/some) board members must attend to achieve a quorum.


Votes of the Membership

Issues Proper for a Vote of the Membership

Any issue not specifically assigned to the discretion of the board of directors, by these bylaws, shall be subject to a vote of the Full Members. Issues subject to a Vote of the Membership include, but are in no way limited to, votes on issues of project funding, equipment and resource purchasing, and amendment of these bylaws.


One shall require at least 50% of the existing membership on the day of the vote. For the purposes of calculating the quorum, properly submitted proxy statements by members shall count as attendance.

Submitting an Issue for Vote

Any Full Member may submit an issue for vote by the membership, unless the issue is specifically enumerated in the bylaws as something subject to vote by the board of directors. To be properly submitted for a vote, the member must submit a written statement of the issue to be voted on to the board of directors at least seven days before the meeting at which the issue shall be voted on. An e-mailed statement of the issue shall be considered submission in writing for the purpose of this rule.


Notice of all issues properly submitted for vote by the membership shall be given to all members no later than 5 days before the meeting at which they will be voted on. Notice shall be sent electronically, to the e-mail address that members have provided to the corporation. Notice of all issues to be voted on shall be consolidated with the notice of the member meeting at which the issues will be voted on. The Board of Directors is responsible for sending out the notice of the meeting, with the agenda of timely submitted issues to be considered.

Voting By Proxy

Members may vote by proxy. To vote on a matter by proxy, a member must provide written or e-mailed notice to the board of directors at least 24 hours before the membership meeting where the vote is scheduled to take place. The notice must state the members intention that he shall vote by proxy, state which issues he intends to vote on by proxy, and state how he intends to vote on each issue. Proper proxy statements shall count as attendance at the meeting for the purposes of calculating the quorum.

Voting Procedures

Voting procedures, including time limits for discussion before taking a vote, shall be defined by the MIBS Simplified Rules of Coordinated Consensus Through Chaos.


Unless otherwise specified in these bylaws, a simple majority vote of the Full Members present shall ratify any issue put before the membership for a vote. Under the meaning of present in this section, members voting by proxy count toward calculating that majority.

Votes of the Board


Quorum for a vote of the board of the MidSouth Makers shall require at least 2/3 of the existing board members on the day of the vote. Board members present at the meeting via teleconferencing equipment are considered present.

Submitting an Issue for Vote

Any issue that affects Midsouth Makers may be called for a board vote by any member of MidsouthMakers.

Notice of Issues for Vote

Notice of all issues properly submitted for vote by the board shall be given to all board members no later than 5 days before the meeting at which they will be voted on. Notice shall be sent electronically, to the e-mail address that each board member has provided to the organization.

Remote Attendance

Votes by the board members may not be made by proxy. Board members must attend the board meetings, either in person or remotely through teleconference methods arranged with the Board before the meeting, in order to vote on matters placed before the Board of Directors.

Voting Procedures

Voting procedures, including time limits for discussion before taking a vote, shall be defined by the MIBS Simplified Rules of Coordinated Consensus Through Chaos unless otherwise agreed upon by the board.


Unless otherwise specified in these bylaws, a two-thirds majority vote of the board members present shall ratify any issue put before the board for a vote. Under the meaning of present in this section, board members present via telecommunications count toward calculating that majority.