Current Xerocraft bylaws approved June 7, 2020

The principal office of the corporation shall be located at 101 W 6th Street, City of Tucson, County of Pima, State of Arizona. The  corporation may have such other offices, either within or without the  State of Arizona, as the board of directors may determine from time  to time.

Membership: Membership in Xerocraft is earned through paying monthly  dues or volunteering. The Board of Directors shall be responsible  for setting dues and the minimum volunteer commitment to earn  membership.  

Benefits: The Board of Directors shall determine benefits of  membership, including expanded access, reserved space, and other  privileges. The Board may offer more than one tier of membership  with varying benefits. 

Voting: Each adult (18+) member in good standing for the three months  prior to a vote shall be entitled to one vote on each matter  submitted to a vote of the members. Group memberships receive only  one vote. 

Enrollment: The corporation shall maintain a roll of current members  and keep record of their attendance in order to verify a member’s  status. Attendance records shall be kept by a sign-in register.  

Resignation: Any member may resign by filing a written resignation  with the secretary.  

Transfer of Membership: Membership is not transferable or assignable.  

Removal: A member may be stripped of their membership by majority  vote of the board of directors. Furthermore, a member may be banned  from the premises by a corporate officer or the staff on duty, if  that member acts in gross violation of the law or community  standards. Such a banned member may appeal their ban at the next  meeting of the board of directors, and maintain voting rights until  then.

An annual meeting of the members shall be  held at Tucson, Arizona on a Saturday in the month of April in each  year, beginning with the year 2012, at 1:00 O’clock p.m. for the  purpose of electing directors and for the transaction of such other  business as may be put forward by the Board of Directors.

Special meetings of the members may be  called by the president, the board of directors, or not less than  one-fourth of the members having voting rights, at a place designated  by the Board of Directors. If no designation is made, the place of  the meeting shall be the principal office of the corporation in the  State of Arizona, but if all of the members shall meet at any time  and place, either within or without the State of Arizona, and consent  to the holding of a meetings, such meeting shall be valid without  call or notice, and at such meeting any corporate action may be  taken.  

Special Meetings Called by Members: Special meetings called by  members are restricted exclusively to topics relating to changes to  the membership of the board of directors. No more than two changes  (additions or subtractions) may be implemented in the same 30 day  span. If more than two changes pass by majority vote in the same  meeting, the two receiving the most votes in favor will be  implemented. Directors removed in such a meeting shall be ineligible  to be reappointed to the board of directors through board action.

Written or printed notice stating the  place, day and hour of any meeting of members shall be delivered  either personally or by email, to each member entitled to vote at  such meeting, not less than five (5) days nor more than thirty (30)  days before the date of such meeting, by or at the direction of the  president, or the secretary, or the officers or persons calling the  meeting. In case of a special meeting or when required by statute or  by these bylaws, the purpose or purposes for which the meeting is  called shall be stated in the notice. If mailed, the notice of the  meeting shall be deemed to be delivered when deposited in the United  States mail addressed to the member at That members address as it  appears on record of the corporation, with postage thereon prepaid.

Any action required by law to  be taken at a meeting of the members, or any action that may be taken  at a meeting of members may be taken without a meeting if a consent  in writing, setting forth the action so taken, is signed by 4/5th of  the members entitled to vote with respect to the subject matter  thereon.

Members equal to the number of a majority of the  Board of Directors shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the  members present may adjourn the meeting from time to time without  further notice.

At any meeting of members, a member entitled to  vote may vote by proxy executed in writing by the member or by that  members duly authorized attorney in fact. No proxy shall be valid  after one (1) month from the date of its execution, unless otherwise  provided in the proxy.

Where directors or officers are to be  elected by members or any class or classes of members, such election  may be conducted by email or other electronic means in such manner as  the board of directors shall determine. One ballot shall be sent to  each member. Ballots may be returned by email or in person. Ballots  will be marked with the individual's name and checked against a  membership list.

The affairs of the corporation shall be  managed by its board of directors. Directors need not be residents of  the State of Arizona.

The initial number of directors shall be NINE (9) The number of board members may be changed as the  needs of the corporation change, but in no event shall the number be  fewer than seven (7). or more than thirty (30).

Election of Directors: At the annual meeting of the members, eligible  voters shall elect, by means of range voting, a number of candidates  to join (or continue serving on) the board of directors. The number  of open positions in a given election shall be determined by the  board of directors.  

Appointment of Directors: The board of directors may appoint anyone  to join the board. At the annual member meeting, the minimum number  of open director positions shall be that which produces a majority of  elected directors. 

Duration of appointment: Elected Directors’ term length shall be for  two years. Appointed Directors’ term length shall be determined at  the time of their appointment, but shall be no less than six months,  and no more than three years, and may be reappointed.

The board of directors may provide by  resolution the time and place for holding additional regular meetings  without other notice than such resolution. Additional regular  meetings shall be held at the principal office of the corporation in  the absence of any designation of the resolution.

Special meetings of the board of  directors may be called by or at the request of the president or any two (2) directors, and shall be held at the principal office of the  corporation or at any other place as the directors may determine.

Notice of any special meeting of the board of  directors shall be given at least two (2) days previously thereto by  written notice delivered personally or sent by mail or e-mail to each  director at their address as shown by the records of the corporation.  If mailed, such notice shall be deemed to be delivered when deposited  in the United States mail in a sealed envelope so addressed, with  postage thereon prepaid. If notice is given by email, such notice  shall be deemed to be delivered when the email is transmitted and at  least one of the members of the Board of Directors acknowledges  receipt. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of  such meeting, except where a director attends a meeting for the  express purpose of objecting to the transaction of any business  because the meeting is not lawfully called or convened. The business  to be transacted at the meeting need not be specified in the notice  or waiver of notice of such meetings, unless, specifically required  by law or by these bylaws.

A majority of the board of directors shall  constitute a quorum for the transaction of business at any meeting of  the board; but if less than a majority of the directors are present  at any meeting, a majority of the directors present may adjourn the  meeting without further notice.

The act of a majority of the directors  present at a meeting at which a quorum is present shall be the act of  the board of directors, unless the act of a greater number is  required by law or by these bylaws.

Directors shall not receive any stated  salaries for their services, but by resolution of the board of  directors, a fixed sum and expenses of attendance, if any, may be  allowed for attendance at any regular or special meeting of the  board. Nothing herein contained shall be construed to preclude any  director from serving the corporation in any other capacity and  receiving compensation therefore.

The officers of the corporation shall be a  president, a treasurer and a secretary, and such other officers as may be elected in accordance with the provisions of this article. The board of directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the board of directors. Any two or more offices may be held by the same person, except the office of president and treasurer.

The officers of the  corporation shall be elected annually by the board of directors. New  offices may be created and filled at any meeting of the board of  directors.

Any officer elected or appointed by the board of  directors may be removed by the board of directors by majority vote  whenever in its judgment the best interests of the corporation would  be served thereby.

A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled  by the board of directors for the unexpired portion of the term.

The several officers shall have such  powers and shall perform such duties as may from time to time be  specified in resolutions or other directives of the board of  directors. In the absence of such specifications, each officer shall  have the powers and authority and shall perform and discharge the  duties of officers of the same title serving in nonprofit  corporations having the same or similar general purposes and  objectives as this corporation.

Any board member who misses three  board meetings in succession may be removed from office, subject to  approval of a majority of board members. This removal may take place  at the third board meeting not attended by the board member in  question, or later if the board sees fit.

The board of directors, by  resolution adopted by a majority of the directors in office, may  designate one or more committees, each of which shall consist of two  or more directors, which committees, to the extent provided in such  resolution, shall have and exercise the authority of the board of  directors in the management of the corporation; but the designation  of such committees and the delegation thereto of authority shall not  operate to relieve the board of directors, or any individual  director, of any responsibility imposed on it or them by law.

Committees not having and exercising the  authority of the board of directors may be formed at any meeting at  which a quorum is present. Any member thereof may be removed by the  person or persons authorized to appoint such member whenever in their  judgment the best interests of the corporation shall be served by such removal.

The board of directors may authorize any  officer or officers or 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, and such authority may be general or  may be confined to specific instances.

All checks, drafts, or orders  for the payment of money, notes, or other evidences of indebtedness  issued in the name of the corporation, shall be signed by such  officer or officers, agent or agents of the corporation, and in such  manner as shall from time to time be determined by resolution of the  board of directors. In the absence of such determination by the board  of directors, such instruments shall be signed by the treasurer of  the corporation.

All funds of the corporation shall be deposited  from time to time to the credit of the corporation in such banks,  trust companies, or other depositories as the board of directors may  select.

The board of directors may accept on behalf of the  corporation any contribution, gift, bequest, or devise for any purpose of the corporation, in accordance with the adopted Gift  Acceptance Policy.

The board of directors shall adopt  a Conflict of Interest Policy that will be binding on all Officers  and Directors of the corporation.

Compensation for all services to the  corporation shall be voted on by the Board of Directors and the  actual votes recorded in the minutes. Compensation amounts will be  set at a reasonable and non-excessive level in accordance with  information about comparable organizations. All compensation will be  in fixed-fee amounts.

The corporation shall keep correct and complete books and records of  account and shall keep minutes of the proceedings of its members, and  board of directors, committees having and exercising any of the  authority of the board of directors, and the membership committee,  and shall keep a record giving the names and addresses of the members  entitled to vote. The membership records may be kept in the form of  the sign-in register. The primary record of all books and records of  the corporation may be inspected by any member, or his agent or  attorney, for any proper purpose at any reasonable time.

The fiscal year of the corporation shall begin on the 1st day of  January in each year and end at midnight on the last day of December  of that year.

Whenever any notice is required to be given under the provisions of  A.R.S. Sec. 10-1001, et. Seq. or under the provisions of the articles  of incorporation or the bylaws of the corporation, a waiver thereof  in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed  equivalent to the giving of such notice.

These bylaws may be altered, amended, or repealed, and new bylaws may  be adopted by a majority of the directors present at any regular  meeting or at any special meeting, if at least thirty (30) days'  written notice is given to the membership of intention to alter,  amend or repeal or to adopt new bylaws at such meeting.