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I. Name

  1. The name of the organization/agency/group shall be Midsouth Makers

II. Board of Directors

  1. The Board of Directors shall serve without pay and consist of four (4) members.
  2. The Board of Directors (Board) should be in good faith of the members of the group.
  3. Board members shall serve 1 year terms.
  4. Vacancies shall be filled by the Board, and be approved by majority of the membership should there be any contest to the Board’s decision.
  5. Board members with multiple absences from board meetings shall be dismissed from the Board by decision of the majority remaining members so long as a quorum can be established.

III. Membership

  1. New membership shall be inducted to the group in the manner listed in the Membership Rules document.
  2. The board reserves the right to have final say who is allowed to have membership.
  3. The board reserves the right to make special arrangements with individuals for membership.
  4. Members shall be expected to adhere to the entirety of the rules laid out in the Membership Rules document.

IV. Officers

  1. The members of the board will also serve as officers and terms shall be limited to Board terms.
  2. The officers of the board shall consist of a President, Vice President, Secretary, and Treasurer nominated by the Board.
  3. (a)The President shall preside at all Board meetings, appoint committee members, and perform other duties as associated with the office. (b)The Vice President shall assume the duties of the President in case of the President’s absence. (c)The Secretary shall be responsible for the minutes of the Board, keep all approved minutes in the wiki. (d) The Treasurer shall keep record of the organization’s budget and prepare financial reports as needed.
  4. Various other duties of each officer position will be detailed in the Officer Duties document.

V. Committees

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

VI. Meetings

  1. Regular board meetings shall be held on at least once a calendar month.
  2. Special board meetings may be held at any time when called for one of the board members.
  3. Regular membership meetings shall be held at least once a calendar month.
  4. Agendas shall be provided at least one (1) day in advance.

VII. Voting

A. Board

  1. (a) A majority of board members constitutes a quorum. (b) In absence of a quorum, no formal action shall be taken other than to adjourn the meeting to a subsequent date.
  2. Passage of a motion requires a simple majority (ie, one more than half the members present).

B. Membership

  1. Membership will be allowed to vote upon the topics the board deems membership input is necessary.
  2. The Membership will follow the process set forth in the Membership Rules.

VIII. Conflict of Interest

  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 refrain from discussion and voting on said item.
  2. In the event of conflict of interest preventing a quorum among the board the issue should be passed to current membership for a vote.

IX. Fiscal Policies

  1. The fiscal year of the board shall be January 1st to December 31st.

X. Amendments

  1. These by-laws may be amended by a two-third vote of Board members present at any meeting, provided a quorum is present and provide a copy of the proposed amendment(s) are provided to each Board member at least one week prior to said meeting.

XI. Intellectual Property

  1. Members Intellectual Property remains their own. MidsouthMakers has no claim to member Intellectual Property
  2. MidsouthMakers maintains claim over it's own Intellectual Property of it's logos, icons, and other official depictions