A Colorado 501(c) 3 corporation

 

 

 

 

Section 1: The name of the organization shall be Kineticists, Incorporated.

 

Section 2: Kineticists, Incorporated is organized exclusively for charitable, scientific and educational purposes, as defined within the limits of Section 501(c) 3, and more specifically to:

 

·        Develop and encourage the use of existing and new forms of human-powered technology.

·        Promote and encourage the development of kinetic art and sculpture.

·        Experiment in, develop, and promote the re-purposement of existing materials through human-powered vehicles, technology, and art.

·        Organize and/or sponsor special events involving public performance of human-powered kinetic art and vehicles for the promotion of the above stated purposes.

·        Demonstrate the scientific, environmental, and community benefits of human-powered technology including: research and development of new human-powered machines, reduced use of non-renewable fuels, reduction of carbon emissions, decreased global environmental impact, increased personal and public health and well being, and increased personal and public artistic expression.

 

 

 

Section 1: Organization. Membership shall consist of the members of the Board of Directors, and a single class of voting members.

 

Section 2: Dues. All members are required to pay annual dues. The rate of the annual dues is determined by a majority vote of the Board of Directors. Dues cover a maximum period of one calendar year and expire on the XXXth day of XXXXXXXX each year, regardless of when an individual became a member.  (Date to be determined, but will be before each year’s race since dues will provide working capital for race organization.)

 

Section 3: Voting. All members in good standing are eligible to nominate and vote for members of the Board of Directors at the Annual meeting.

 

Section 4: Good standing. A voting member will be in good standing if his/her dues have been paid for the current period.

 

Section 5: Privileges and limitations: All members in good standing are eligible for reduced rates on all Kinetics, Incorporated events. Members in good standing are also eligible to attend private Kinetics, Incorporated activities and events. Voting members are limited to electing members of the Board of Directors. All other business will be conducted by the Board of Directors and/or their appointed committees. Any member may be removed for the following reasons and will forfeit any dues paid:

·        Failure to pay dues by the annual deadline.

·        Participating in an illegal activity while attending or participating in a Kineticists, Inc. event.

·        Involving Kineticists, Inc. in a legal action.

·        Participating in or conducting any action which would cause the forfeiture of 501(c)3 tax exempt status.

·        By a ¾ vote of the Board of Directors. This rule may be invoked only when membership by an individual would have, or is perceived to have, a serious disruptive or negative impact on the business, goodwill, or public reputation of Kineticists, Inc.

Members who have been removed for failure to pay dues may be reinstated by paying their dues. Members removed for any other action may only be reinstated by a ¾ vote of the Board of Directors.

 

Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.

 

Section 2: Special Meetings. Special meetings may be called by the Board of Directors.

 

Section 3: Notice. Notice of each meeting shall be given to each voting member, by conventional or electronic mail or by phone, not less than five days before the meeting.

 

Section 1: Board Role, Size, Compensation. The Board is responsible for conducting all affairs of the corporation, as detailed below. The Board shall have up to four and not fewer than two members. The Board receives no compensation.

 

Section 2: Meetings. The Board shall meet at least once monthly, at an agreed upon time and place.

 

Section 3: Board Elections. Election of new directors or re-election of current directors to an additional term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the voting members.

 

Section 4: Terms. All Board members shall serve one year terms, but are eligible for re-election.

 

Section 5: Quorum. A quorum must be attended by at least 60 percent of the Board members before business can be transacted or motions made or passed.

 

Section 6: Notice. An official Board meeting requires that each Board member have notice, through electronic mail, conventional mail, or telephone, one week in advance.

 

Section 7: Officers and Duties. There shall be four officers of the Board consisting of a President, Vice President, Secretary and Treasurer. Their duties are as follows:

 

The President shall convene regularly scheduled Board meetings, shall preside, or arrange for other members of the Board to preside, at each meeting in the following order: Vice-President, Treasurer, Secretary. The President will be the lead (but not sole) point of contact with governmental agencies, major sponsors, and the media.

 

The Vice-President will chair committees on special subjects as designated by the Board, to be determined by the business needs of the corporation.

 

The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member. The Secretary is also responsible for mass communication to the voting members, and for the production and management of documents distributed to and received from the Board, voting members, and the general public.

 

The Treasurer shall make a financial report at each Board meeting. The Treasurer shall chair the finance committee, maintain all business, legal, and tax records, and make financial information available to Board members and the public as required by law. The Treasurer will also file all required reports for tax and business purposes with the corresponding State, Federal, and Tax agencies.

 

Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members or voting members by the Secretary one week in advance of a Board meeting. These nominations shall be sent out to Board members (or voting members) with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term, after which time, the seat shall be subject to the standard annual Board nomination and election process.

 

Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences, or 5 excused absences, from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

 

Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the President or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member one week in advance.

 

Section 1: The Board may create committees as needed, such as fundraising, volunteer management, event preparation, etc. The Board shall appoint all committee chairs by majority vote of Board members.

 

Section 2: Fundraising Committee. The Fundraising Committee is a standing committee. The Vice-President is chair of the Fundraising Committee, which includes all Board members, as well as voting members if necessary, as determined by the Vice-President.

 

Section 3: Finance Committee. The Finance Committee is a standing committee. The Treasurer is chair of the Finance Committee, which includes all Board members, but does not include voting members. The Finance Committee is responsible for developing and reviewing fiscal procedures, review of the fundraising plan developed by the Fundraising Committee, and development and review of the annual budget. The Board must approve the budget, and all expenditures must be within the budget. Deficit spending is expressly prohibited. Any major change in the budget must be approved by a two-thirds majority of the Board. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members, and the public.

 

Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

 

These Bylaws were approved at a meeting of the Board of
Directors of Kineticists, Incorporated on _______________________, 20XX.