GPS Bylaws

as amended 28 May 2016

Article I: Name

The name of the organization shall be “Geek Partnership Society”. It shall be a nonprofit organization incorporated under the laws of the State of Minnesota.

Article II: Purpose

The corporation has been organized to operate exclusively for charitable purposes, including but not limited to, the following: We are a society celebrating imagination, inspiring creativity and building our community, all through service and education.

Article III: Location

The principal office and mailing address of the corporation, at which the general business of the corporation will be transacted and where the records of the corporation will be kept, will be at such place in the Twin Cities metropolitan area, state of Minnesota, as may be fixed from time to time by the Board of Directors. Unless otherwise fixed, it will be at 1121 Jackson St NE, Suite 106, Minneapolis, MN 55413

Article IV: Board of Directors

  1. The number of members of the Board of Directors of this corporation will be not less than five or more than seven. The Board shall have discretion to expand as circumstances and resources warrant.
  2. Directors will be representative of the corporation as an organization and will share the mission and goals of the corporation. A person must be a voting member of the organization to be eligible to be on the Board. This corporation is committed to a policy of fair representation on the Board, which does not discriminate on the basis of race, physical disability, sex, color, religion, sexual orientation, age, or any other protected group.
  3. Election of new Directors or election of current Directors to a successive 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 attending voting membership. If a Director is unopposed in the election and does not receive a majority of eligible voters, the election will be considered a vote of “no confidence” and the Board will appoint a director, following the procedures in Article IV, Section 5.
  4. The term of each Director of the corporation will be three years, starting from the Board’s annual organizational meeting.
  5. When a Director dies, resigns, is removed, or is otherwise incapable of fulfilling the duties of a Director, the Board shall appoint a Director to serve for the duration of the term, unless a Director-Elect has already been chosen; in which case they shall immediately succeed to the vacant seat.
  6. Any Director may be removed from the Board by an affirmative vote of a 4/5ths majority of all of the Directors. Notice of the proposed removal will be given to the Board with the notice of the meeting. The Director involved will be given an opportunity to be present and to be heard at the meeting at which their removal is considered.
  7. No compensation will be paid to any member of the Board for services as a member of the Board. By resolution, reasonable expenses may be allowed for attendance at regular and special meetings of the Board.

Article V: Officers

  1. The officers of the board shall consist of a President, Vice President, Secretary, and Treasurer nominated by the Board.
  2. Election of new Officers or election of current Officers to a successive term will be elected by the members of the Board at its annual organizational meeting. Each Officer will serve starting from the annual organizational meeting (as described in Article VIII Section 1.) at which they were elected until the next annual organizational meeting.
  3. Any Officer may be removed with or without cause by the Board by a vote of a majority of all of the Board members. The matter of removal may be acted upon at any meeting of the Board, provided that notice of intention to consider said removal has been given to each Board member and to the Officer affected.
  4. A vacancy in any office may be filled by a majority vote of the Board for the duration of the term.
  5. The President will be the Chief Executive Officer of the corporation. It will be the duty of the President to preside at all meetings of the corporation and to have general supervision of the affairs of the corporation. They will execute on behalf of the corporation all contracts, deeds, conveyances, and other instruments in writing that may be required or authorized by the Board for the proper and necessary transaction of the business of the corporation.
  6. It will be the duty of the Vice-President to act in the absence or disability of the President and to perform such other duties as may be assigned to them by the President or the Board. In the absence of the President, the execution by the Vice-President on behalf of the corporation of any instrument will have the same force and effect as if it were executed on behalf of the corporation by the President.
  7. The Secretary will be responsible for keeping the corporate records. They will give or cause to be given all notices of meetings of the corporation and all other notices required by law or by these bylaws. The Secretary will be the custodian of all books, correspondence, and papers relating to the business of the corporation, except those of the Treasurer. The Secretary will present at each annual meeting of the Board a full report of the transactions and affairs of the corporation for the preceding year. The Secretary will also prepare and present to the Board such other reports as it may desire and request at such time or times as it may designate. The Board at its discretion may elect an assistant Secretary, who will perform the duties and assume the responsibilities of the Secretary as above set forth under the general direction of the Secretary or the President.
  8. The Treasurer will have general charge of the finances of the corporation. When necessary and proper, they will endorse on behalf of the corporation all checks, drafts, notes, and other obligations and evidences of the payment of money to the corporation or coming into their possession; and they will deposit the same, together with all other funds of the corporation coming into their possession, in such bank or banks as may be selected by the Board. They will keep full and accurate account of all receipts and disbursements of the corporation in books belonging to the corporation, which will be open at all times to the inspection of the Board. They will present to the Board at its annual meeting their report as Treasurer of the corporation and will from time to time make such other reports to the Board as it may require.
  9. Any Officer of the corporation, in addition to the powers conferred upon them by these bylaws, will have such additional powers and perform such additional duties as may be prescribed from time to time by said Board.

Article VI: Members

  1. There will be two classes of membership, general and voting. The Board shall have the authority to create additional classes of membership for corporate bodies or otherwise affiliated persons. Such classes shall have qualifications and benefits as the Board may authorize, provided that they may not enjoy voting rights except as provided above, nor shall such benefits do not interfere with the rights of the formal classes of membership.
  2. General members may join by making application to the Secretary of the corporation, in such a fashion or manner as may be fixed from time to time by the Board. General members are entitled to receive information about and participate in the activities and meetings of the corporation, but are not entitled to vote.
  3. Voting members may join by making application to the Secretary of the corporation, in such a fashion or manner as may be fixed from time to time by the Board.
  4. To be eligible for voting membership, a person must: volunteer for a minimum of 20 hours on such activities of the corporation, attend at least one membership meeting prior to the Annual Meeting of the membership, be 14 years of age on or before the Annual Meeting.
  5. Voting members are entitled to receive information about and participate in the activities and meetings of the corporation and are entitled to vote on business raised at the Annual Meeting of the corporation and any other membership meetings that are called.
  6. Each general membership will be valid unless revoked or surrendered. Voting membership shall be valid from when the member completes their volunteer hours for that membership cycle. This corporation is committed to a policy of fairness and inclusion and does not discriminate on the basis of race, physical disability, sex, color, religion, sexual orientation, age, or any other protected group.
  7. An annual meeting of the members will be held in May of each calendar year, at which time and place elections for open Board of Director positions will take place. Special meetings may be called by Board majority and will be announced to membership at least TEN days prior to meeting.
  8. The quorum of a membership meeting will be a majority of voting members in attendance.
  9. Notice of meetings of the membership must be sent to each member and must be mailed or delivered at least 10 days prior to the day such a meeting will be held.
  10. The President of the Corporation will chair Membership meetings, or such person designated by the Board.
  11. Members may not vote by proxy at any meeting of members.

Article VII: Committees
The Board may appoint standing and ad hoc committees as needed. The President, who will act with the Board’s approval, will appoint the chair of the committee. After consultation with the committee chair, the President will appoint committee members. The studies, findings and recommendations of all committees will be reported to the Board for consideration and action, except as otherwise ordered by the Board.
Committees may adopt such rules for the conduct of business as are appropriate and as are not inconsistent with these bylaws, the articles of incorporation, or state law.

Article VIII: Meetings

  1. An annual organizational meeting of the Board will be held as the first board meeting after within 60 days of the annual membership meeting. The first item of business for the annual organizational meeting shall be the seating of all new directors as described in Article IV, Section 4. followed by the election of Officers and such other business as is determined to be appropriate by the Board. In addition to its annual organizational meeting, the Board will hold regular meetings at least one time each calendar year at such place as may be designated in the notice of the meeting.
  2. Special meetings of the Board may be called at any time by the President of the corporation or in their absence by the Vice-President or upon receipt of a request therefore signed by three or more Directors.
  3. Notice of regular, special, and annual meetings will be communicated at least one week prior to the day such meeting is to be held. Any Director may make written waiver of notice before, at, or after a meeting. The waiver will be filed with the person designated to act as Secretary of the meeting; this person will enter it in the record of the meeting. Appearance at a meeting is deemed a waiver unless the Director attends for the express purpose of asserting the illegality of the meeting.
  4. Robert’s Rules of Order will be the authority for all questions of procedure at any meetings of the corporation.

Article IX: Voting

  1. A majority of board members constitutes a quorum.
  2. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
  3. At a meeting at which there is a quorum present, a simple majority affirmative vote of the Directors present is required to pass a motion before the Board.
  4. Proxy voting will be permitted; a proxy must be made in writing, regarding a specific agenda item or motion and must include the absent member’s affirmative or negative vote. No general proxies are allowed.

Article X: Conflict of Interest

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 their self and will vacate their seat and refrain from discussion and voting on said item.

Article XI: Fiscal Policies
The fiscal year of the board shall be January 1 to December 31.

Article XII. Amendments
The Board may amend these bylaws to include or omit any provision that it could lawfully include or omit at the time the amendment is made. Upon written notice of at least 30 days, any amendment or entire revision of the bylaws may be submitted and voted upon at a single meeting of the Board and will be adopted at such meeting upon receiving a 2/3 vote of the Board.

Article XIII: Miscellaneous

  1. The corporation will have the power to indemnify and hold harmless any Director, Officer, or employee from any suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of, conduct of such person in their capacity as a Director, Officer, or employee (except in cases involving willful misconduct). The corporation will have the power to purchase or procure insurance for such purposes.
  2. The Board may authorize any Officer, agent, or agents of the corporation, in addition to the Officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of, the corporation. Such authority may be general or confined to specific instances.
  3. All checks, drafts, and other orders for payment of funds will be signed by such Officers or such other persons as the Board may from time to time designate.
  4. The corporation will keep correct and complete books and records of account and will also keep minutes of the proceedings of its members, Board and committees having any of the authority of the Board. It will also keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. Any member or their agent or attorney may inspect all books and records of the corporation for any proper purpose at any reasonable time.

Article XIV: Dissolution

Upon the dissolution of the corporation and after the payment or the provision for payment of all the liabilities of the corporation, the Board will dispose of all of the assets of the corporation to organizations that are then qualified as tax-exempt organizations under section 501(c)(3) of the Internal Revenue code. A court of jurisdiction in the county in which the principal office of the corporation is located will dispose of any assets not so disposed of.
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