Bylaws

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    Contents

  1. NAME AND PURPOSE
    1. The name of this organization shall be known as HeatSync Labs.
    2. The purpose of HeatSync Labs (herein referred to as “HSL”) shall be to provide a physical space for members and the public to work on projects (especially projects involving physical creation) and to facilitate relevant education, discussion, collaboration, and planning.

  2. ORGANIZATION
    1. HSL shall be governed by a body of officers henceforth known as the Board of Directors. The Board of Directors shall exercise authority to enact its decisions upon the membership. Offices of the Board of Directors will be distinguished according to a particular operational task in a flat hierarchy. Definitive authority shall be given to no office in particular, but to a majority vote of a quorum of voting officers. These offices established will include, but are not limited to, the following:
      1. Champion: The office of Champion shall be responsible for coordinating tasks between each office of the Board of Directors, assisting HSL membership in membership-related tasks, and enforcing the bylaws. This office may be occupied by multiple officers, the total of which may not exceed two. Each officer will receive a full vote on the Board of Directors.
      2. Treasurer: The office of Treasurer shall be responsible for managing financial assets and liabilities and collecting membership dues, donations, and other revenue. This office may be occupied by multiple officers, the total of which may not exceed two. Each officer will receive a full vote on the Board of Directors.
      3. Secretary: The office of Secretary shall be responsible for recording the proceedings of HeatSync Lab functions, such as events, fundraiser, and other official activities. Additionally, the office of the Secretary shall be responsible for the oversight of all records and papers produced in HSL's operations.
      4. Operations: The Office of Operations shall be responsible for the oversight of HSL operations and delegation of operational tasks to HSL volunteers.
    2. Each officer in the Board of Directors must be elected into office by a majority election of voting HSL members for a term of one (1) year. Interim-officers may be elected into office by the Board of Directors under the conditions described in Article II, Section 7. An officer may serve an unlimited number of terms.
    3. Candidates for offices in the Board of Directors must be dues-paid members in good standing with these bylaws.
    4. Elections for the offices of the Board of Directors shall take place at the first membership meeting of the month of October of the Gregorian year.
    5. For elections pertaining to an office which allows the election of multiple officers in its office, an explicit “ABSTAIN” vote may be accounted as a vote of no confidence for any candidate, and shall be counted no differently than a vote for a candidate, which an election victory for abstain votes resulting in an office vacancy.
    6. An officer may resign from an office upon the receipt of physically or electronically written notice of said resignation to the remaining officers of the Board of Directors.
    7. In the event that an officer of the Board of Directors becomes incapacitated, deceased, zombified, becomes a vampire, or resigns from office, a quorum of remaining officers in the Board of Directors shall elect a replacement interim-officer at the Board of Directors meeting following the resignation. An interim-officer's term shall be effective from the day of election by the Board of Directors to the remainder of the outgoing officer's elected term.
    8. An officer of the Board of Directors may be removed from office by the unanimous vote of the remaining officers in a Board of Directors meeting, or by a majority vote of all dues-paid members. A special election must be held within 60 days to elect a replacement according to normal election procedures.
    9. The Board of Directors shall convene once a year on the first member meeting in April to conduct business and enact decisions regarding the operations and administration of HSL.
    10. Ad-hoc committees of members may be established by an office of the Board of Directors for any purpose relevant to the responsibilities of that office. Members of that committee may be appointed or removed at the discretion of the office that created it.
    11. All monetary expenditures provisioned by HSL's treasury will require the written signature of a minimum of two officers of the Board of Directors for approval.
    12. A quorum of the Board of Directors shall be established at two-thirds of the total number of elected officers, and will be required for voting on issues regarding membership approval, termination of membership, and election of interim-officers in the event of a departing officer as described in Article II, Section 7.
    13. Each officer of the Board of Directors must be present at regular meetings of the Board of Directors, or must provide a reasonable explanation for an absence at least 24 hours prior to a scheduled meeting of the Board of Directors. Failure to provide a reasonable explanation for an absence for two absences in a year will qualify in a breach in these bylaws and may result in the removal from office of the offending officer as described in Article II, Section 8.
    14. The Board of Directors, in a majority vote, must approve any purchase made by HSL if the purchase total exceeds the sum of $50.

  3. INTERESTED PERSONS
    1. Limitations on Interested Persons. At all times, not more than 49% of officers in the Board of Directors may be Interested Persons. An Interested Person is defined as:
      1. Any member currently being compensated by the organization for services rendered to it within the previous twelve months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director in his or her capacity in the Board of Directors; Or
      2. Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

      In the event that an election results in a majority of Interested Persons elected as officers in the Board of Directors, the current officers of the Board of Directors shall vote for the removal of a sufficient number of Interested Persons to meet the quota of non-Interested persons defined in this section. Following the removal of a sufficient number of Interested Persons, the remaining officers of the Board of Directors shall hold a special election to fill in any offices left vacant by the removal of Interested Persons, as described in Article II, Section 7.

    2. Where it is not reasonably practicable to obtain approval of the Board of Directors before entering into a self dealing transaction, the office of the Treasurer or Champion may approve such a transaction under the condition that, at the following meeting of the Board of Directors, a quorum of the Board of Directors determines that the transaction was in the unbiased and best interests of the HSL and that it was not reasonably practical to obtain advance approval by a full quorum of the Board of Directors.

  4. MEMBERSHIP
    1. Membership in HSL shall be open to anyone in the community with a genuine interest in the HSL's purpose, and shall not be discriminated against on the basis of color, race, gender, national origin, religion, creed, political affiliation/orientation, sexual preference/orientation, age, disability, software preference, or veteran status.
    2. Members have the right to a single vote for each office in the Board of Directors in the annual election of the Board of Directors and any rights inherited in membership for an Arizona Nonprofit Organization.
    3. Membership may be terminated by a majority vote of the Board of Directors in the event that the Board of Directors has found the member in question to be in violation of these bylaws, or place HSL members or assets at risk.
    4. Members may terminate their membership at any time for any particular reason by submitting written notice to the Board of Directors and will be required to pay the full sum of their dues for the month that they terminated their membership.
    5. Members may bring guests to HSL and guests may use HSL tools, however all parties involved must have completed a liability waiver and all guests must be adequately supervised by the member who brought them.
    6. Basic membership may be granted for a period of three months to persons of the community that the Board of Directors declare recognize as having made a significant contribution to the assets of HSL. This program shall be entitled the "Quarterly Scholarship." The Quarterly Scholarship may only be issued to the same person once in a 3-month period and must be awarded by a majority vote of the Board of Directors.

  5. CODE OF CONDUCT
  6. Summary- I shall (i) use HeatSync Labs with the purpose to provide a physical space for members and the public to work on projects (especially projects involving physical creation) and to facilitate relevant education, discussion, collaboration, and planning; (ii) take good care of the premises and keep it clean and orderly; (iii) not waste electricity or other resources; (iv) agree and warrant that if at any time I believe conditions to be unsafe, I will immediately discontinue further participation in the activity whether by myself or others; (v) be excellent to each other; and (v) I will report misconduct to the board of directors at conduct@heatsynlabs.org.

    1. Purpose The purpose of this document is aspirational in nature. The big idea is to treat others and all tools in the space the same way that you treat someone you care about.

    A big part of HeatSync Labs mission of making tools accessible is to be inclusive to the largest number of contributors, with the most varied and diverse backgrounds possible. As such, we are committed to providing a friendly, safe and welcoming environment for all, regardless of age, gender, gender identity and expression, sexual orientation, disability, race, national origin or ancestry, socioeconomic status, and religion (or lack thereof). This code of conduct outlines our expectations for all those who participate in our community, as well as the consequences for unacceptable behavior. We expect all those who participate in HeatSync Labs to help us create safe and positive experiences for everyone.

    2. Open [Source/Culture/Tech] Citizenship A supplemental goal of this Code of Conduct is to increase open [Source/Culture/Tech] citizenship by encouraging participants to recognize and strengthen the relationships between our actions and their effects on our community. Communities mirror the societies in which they exist and positive action is essential to counteract the many forms of inequality and abuses of power that exist in society. If you see someone who is making an extra effort to ensure our community is welcoming, friendly, and encourages all participants to contribute to the fullest extent, we want to know.

    3. The following behaviors are expected and requested of all community members. Examples are not comprehensive, but give an idea of the expectations.

    Expectation: Participate in an positive and active way. In doing so, you contribute to the health and longevity of this community.

    Examples:

    • Attend classes, workshops, and meetups
    • Hold classes, workshops, or meetups
    • Ask about and/or compliment someone’s project

    Non examples:

    • Sitting for extended amounts of time without working on a project
    • Accusing others of not working on anything

    Expectation: Exercise consideration and respect in your speech and actions, remember that community event venues may be shared with members of the public. Examples:

    • Be aware of the audience around you in the space (young makers, open house, etc.)

    Non examples:

    • Excessive or constant profanity
    • Not closing the shop door during a meeting or class up front

    Expectation: Attempt collaboration before conflict. Examples:

    • Tell someone if something offended you or made you uncomfortable

    Non examples:

    • assume everyone thinks and feels the same way as you.

    Expectation: Refrain from demeaning, discriminatory, or harassing behavior and speech. Examples:

    • If you can’t say something nice, don’t say anything at all
    • be aware of people around you in the space at all times

    Expectation: Be mindful of your surroundings and of your fellow participants. Alert the event host if you notice a dangerous situation, someone in distress, or violations of this Code of Conduct, even if they seem inconsequential. For minor situations, like forgetting safety glasses, remind the patron of expectations of the community. Examples:

    • Use tools appropriately
    • Clean up after yourself
    • if given a reminder to be safe, follow the expectation

    Non examples:

    • not wearing safety glasses in the woodshop or machine shop
    • leaving drawers open or things on the floor or in walkways
    • taking up multiple places at the tables when a class is scheduled

    Expectation: Follow safety rules. If you are not sure if something is ok, assume it is not Non examples:

    • using a tool when you aren’t certified.

    4. Unacceptable Behavior The following behaviors are considered unacceptable within our community: Violence, threats of violence or violent language directed against another person. Sexist, racist, homophobic, transphobic, ableist or otherwise discriminatory jokes or language and personal insults. Posting or displaying sexually explicit material. Posting or threatening to post other people’s personally identifying information ("doxing"). Inappropriate photography or recording. Inappropriate physical contact. You should have someone’s consent before touching them. Unwelcome sexual attention. This includes but is not limited to sexualized comments or jokes; inappropriate touching, groping, and unwelcome sexual advances. Deliberate intimidation, stalking or following (online or in person). Advocating for or encouraging any unacceptable behavior. Sustained disruption of community events, including talks and presentations. Theft, removal, or use of any property, including property of HeatSync or members, without approval of the owner. Horseplay and excessive or dangerous pranks. Unsafe use of tools

    5. Weapons Policy Weapons will be allowed at HeatSync Labs events, community spaces, or in other spaces covered by the scope of this Code of Conduct. Community members are further expected to comply with all state and local laws on this matter. Weapons shall be handled carefully, only by those trained to handle them to minimize risk to guests, members, and themselves.

    6. Consequences of Unacceptable Behavior Unacceptable behavior from any community member, including board members and those with decision-making authority, will not be tolerated. Anyone asked to stop unacceptable behavior is expected to comply immediately. If a community member is reported to engage in unacceptable behavior, the board will investigate and may take any action they deem appropriate. Action will be chosen based on the offense and may include cleaning duty, volunteer service time, being prohibited from working in a specific station, up to and including a temporary ban or permanent expulsion from the community without warning (and without refund). The board reserves the right not to pursue consequences until three similar complaints are made. If you hinder the board’s ability to conduct these procedures and actions, you will be found in violation of the code of conduct and also subject to disciplinary action. The board may render consequences publicly or privately. If anyone makes the consequences public when the board has chosen for them to be private, they shall be in violation of this code of conduct and also be subject to disciplinary action. All reports, records, and actions resulting from this code of conduct shall be recorded and retained by emailing them to conduct@heatsynclabs.org.

    7. Reporting Guidelines If you are subject to or witness unacceptable behavior, or have any other concerns, please notify a board member as soon as possible. Email conduct@heatsynclabs.org or place a written complaint in the physical box (LOCATION TBD). Additionally, board members are available to help community members engage with local law enforcement or to otherwise help those experiencing unacceptable behavior feel safe. In the context of in-person events, organizers will also provide escorts as desired by the person experiencing distress.

    8. Addressing Grievances If you feel you have been falsely accused or unfairly punished for violating this Code of Conduct, you should notify the HeatSync Labs Board with a concise description of your grievance. Grievances will be handled by the board as follows: The board will not review grievances. A committee consisting of one board member, three members randomly drawn from the members present at the next Hack Your Hackerspace (Hereafter referred to as HYH) public membership meeting. If there are conflicts with those members-as decided by the quorum at HYH, they shall be excused and replaced with another random member. The request to membership at HYH shall be generic, with no names or description of the situation. The 4 person committee shall review the evidence provided to the board and the punishment alloted by the board. The committee shall either uphold, revoke, or modify the punishment alloted by the board. If you feel that you have still been falsely accused or unfairly punished you may propose the review of your case at HYH by the general membership. The proposal for HYH review of a grievance shall be general with no specific information including name or type of situation. All records will be presented to the Membership at the HYH for review and a vote (records may be redacted to protect victims).

    9. Scope We expect all community participants (contributors, paid or otherwise; sponsors; and other guests) to abide by this Code of Conduct in all community venues–online and in-person–as well as in all one-on-one communications pertaining to community business. This code of conduct and its related procedures also applies to unacceptable behavior occurring outside the scope of community activities when such behavior has the potential to adversely affect the safety and well-being of community members.

    10. Contact info To report violations of this Code of Conduct, email conduct@heatsynclabs.org or place a written complaint in the physical drop box (LOCATION TBD).

    For comments, questions, or concerns regarding this document, email board@heatsynclabs.org.

    11. License and attribution This Code of Conduct is distributed under a Creative Commons Attribution-ShareAlike (CC BY-SA 3.0) license. It is based on the Geek Feminism Community Anti-harassment Policy.

  7. COMMUNITY RELATIONS
    1. HSL may engage in joint ventures and partnership with other organizations in the general community where it is in the interest of all parties involved to promote the purpose of HSL as partnering organizations.
    2. HSL assets shall remain under the complete and undivided ownership of HSL. Assets, such as equipment, may be temporarily loaned for the use of other partnering organizations. A majority vote of the Board of Directors shall be required to allow partnering organizations to utilize HSL assets.

  8. AMENDMENTS
    1. Proposed amendments to these bylaws shall be submitted in physical or electronic writing to the Board of Directors at a meeting of the Board of Directors. A majority vote of the full quorum of officers of the Board of Directors will be required for the amendment to become enacted and effective upon completing the vote.

Keywords

charter constitution

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