Organizational Structure

(this page is a work in progress)

Officers:

President: Simon Dorfman
Secretary: Fran Ledger
Treasurer: Hunter King
Inventory Tszar: Chris Klarmann

Board Members:

Simon Dorfman
Hunter King
Fran Ledger
Mike Perry
Marshall Brown
Chris Klarmann
Michael Deese
Brian Blackburn

Article of Incorporation*:

ByLaws*:

Article 1

Offices

Section 1. Office

The Corporation will continuously maintain within Louisiana a registered office at a place designated by the Board of Directors.

Section 2. Change of Address

The designation of the Corporation’s registered office may be changed by the Board of Directors in compliance with the Louisiana Nonprofit Corporation Act.

Section 3. Other Offices

The Corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.

Article 2

Nonprofit Purposes

Section 1. IRC Section 501(c)(3) Purposes

Said corporation is organized and shall be operated exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distribution to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Section 2. Special Purposes

Subject to and within the limits of Section 1, the corporation shall strive:

(a) to provide and maintain space and other resources for projects related to art and technology

(b) to encourage research, knowledge exchange, learning and mentoring in a safe, clean environment

(c) to provide educational talks, workshops, collaborative projects, and other activities.

Article 3

Members

Section 1. Designation of Membership

The Corporation shall have only one class of membership; Members.

Section 2. Qualifications

Application for membership shall be open to anyone of the age of majority in this state that supports the purpose statement in Article 2 of these bylaws. Membership requires completion of a Membership Application, and execution of a Membership Agreement and Liability Waiver.

Section 3. Admission

Candidate seeking membership must submit a completed membership application, execute a personal liability and membership agreement, and attend three or more GUMBO LABS, INC events. Once these requirements are met the Board of Directors will consider the candidates application.  The requirement of attending three or more events may be waived by consensus of the Board.  The voting process shall proceed as follows:

1. A Board member will ensure the prospective candidate has met the requirements for membership.
2. A Board member will present the candidate to the Board of Directors and call for a unanimous vote to grant or deny membership to the prospective member.
3. If granted membership the new member will pay dues immediately and will receive all rights and privileges listed in Section 4.
4. If denied membership the candidate will receive correspondence from the Secretary indicating denial of membership within 14 days of the vote.

Section 4. Privileges and Responsibilities

Each Member shall have an equal right to voice their opinion with a single vote.  The Member can vote their preference or abstain from voting in the affairs of the corporation. Each Member shall have reasonable inspection rights of corporate records. Each Member shall be responsible for timely payment of dues, providing their current address, contact information, and preference for electronic receipt of communications. Each Member is responsible for continuing to support the purposes of the corporation and adhere to all rules set by the board pertaining to the organization’s facilities.

Members in good standing as defined in Section 5 have the following privileges:

• may vote in organization elections;
• have 24-hour access to GUMBO LABS, INC space and access to GUMBO LABS, INC equipment;
• ability to self-nominate for member elections;
• may serve on the board of the organization;
• may vouch for guests, taking responsibility for the property of the organization’s upon themselves;
• may request keyed access to the GUMBO LABS, INC facility;
• retain control over own intellectual property rights; and
• may lend, donate or store property brought to the GUMBO LABS, INC space.

Section 5. Good Standing

A member shall be considered in good standing if they are current on their dues.

Section 6. Fees and Dues

The amount, payment period, due date and acceptable methods for collection of dues shall be reviewed each year at the annual meeting of the Corporation. A majority vote of the membership at any meeting may change the procedure and terms for payment of dues.

Section 7. Nontransferability of Memberships

No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member’s death.

Section 8. Termination of Membership

The membership of a member shall terminate upon the occurrence of any of the following events:

1. Upon his or her notice of such termination delivered to the president or secretary of the corporation personally or by mail, email, or other written communication, such membership to terminate upon the date of delivery of the notice or date of postmark if deposited in the US mail
2. The Board of Directors may terminate the membership of a member at a Board Meeting with cause by consensus vote.
3. Notice shall be given by any method reasonably calculated to provide actual notice to the member. The member shall be given an opportunity to be heard, either orally or in writing, within 7 business days of the effective date of the termination. The hearing shall be held, or the written statement considered, by the Board of Directors.
4. All rights of a member in the corporation shall cease on termination of membership as herein provided.

Section 9. Annual Meetings

The annual meeting of the membership shall be held at the time selected by the Board of Directors.  At such meeting, the membership shall elect the Directors and shall transact such other business as may come before the meeting.

Section 10. Special Meetings

Special meetings of the Corporation may be called at any time by the President, the Secretary, or at the request, in writing to the President, of a majority of the Board of Directors.  Any Member in good standing can attend a Special Meeting. No business, other than the business that was set forth in the notice of the meeting, may be transacted at a general or special meeting.

Section 11. Quorum

A quorum for the Annual or Special meetings is at least 75% (two thirds) and no less than three Members. Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.

Section 12. Majority Action as Membership Action

Every act or decision done or made by a majority of voting Members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the Members, unless the articles of incorporation, these bylaws, or provisions of law require a greater number.

Section 13. Member Proxies.
At all Member meetings, a Member may vote in person, or vote by written proxy. The proxy shall be filed with and received by the Secretary of the Corporation or other person authorized to tabulate votes at least seven (7) days prior to the commencement of the meeting.

Section 14. Voting Rights

Members are entitled to one vote on each matter submitted to a vote by the Members.

Section 15. Conduct of Meetings

Except as these bylaws and the articles of incorporation otherwise provide, all meetings shall be conducted according to Robert’s Rules of Order.

Article 4

Officers

Section 1. Designation of Officers

The officers of GUMBO LABS, INC. shall be a President, Secretary and Treasurer. The officers shall be elected annually by the Board of Directors at the first meeting of each year.  Officers may serve as Directors and Directors may serve as officers.

Section 2. Other officers
The Board may appoint such other officers and agents as it shall deem necessary, and fix their terms, duties and powers.

Section 3. Removal and Vacancies

The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead.  Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of consensus-minus-one of the whole Board of Directors. If any office becomes vacant for any reason, the vacancy shall be filled by the affirmative vote of consensus-minus-one of the whole Board of Directors.

Section 4. Absence

In the event that an Officer is absent or disabled for a prolonged period, or for any other reason that the Board may deem sufficient, the Board may by affirmative vote of consensus-minus-one delegate any of the powers or duties of such office to any other officer or to any director.

Section 5. Duties of President

The President shall be the chief executive officer of the Corporation.  The President shall preside at all meetings of the membership and directors and have general and active management of the business of the corporation.

Section 6. Duties of Secretary

In the absence of the President, the duties of the President shall devolve upon the Secretary.  The Secretary shall give notice of and attend all meetings of the Board of Directors and all meetings of the membership and shall keep minutes of all proceedings and records of all votes.  The Secretary shall keep records containing the name of each member, and , in the case where any membership has been terminated, he or she shall record such fact with the date on which such membership ceased.

Section 7. Duties of Treasurer

The Treasurer shall have charge of all funds of the Corporation and of its disbursements under the direction of the Board of Directors and shall keep records of all receipts and disbursements.  The Treasurer shall keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.

Section 8. Compensation

The compensation of the officers shall be fixed by the Board of Directors as allowed by law.

Article 5

Directors

Section 1. Number, Responsibilities, and Qualification

The corporation shall have at least three (3) and no more than eleven (11) directors and collectively they shall be known as the board of directors. The Board of Directors shall be responsible for the control and management of the affairs, property, and interests of the Corporation, and may exercise all powers of the Corporation, except as otherwise provided by law or in the articles of incorporation.  All directors must be members of the corporation.

Section 2:    Regular Meeting

Regular meetings of the Board of Directors shall be held at such time, frequency, and place as the directors may determine.  Notice of any special meeting shall not be required to be given to any director who attends such a meeting with protesting prior thereto or at its commencement the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting.  Notice of any adjourned meeting shall not be required to be given.

Section 3. Quorum

At each Board of Directors meeting, a majority no less than three (3) of the Directors shall be present in order to constitute a quorum for the transaction of business.  In the absence of a quorum, any one of the Directors present may adjourn the meeting, provided the date, time and place of the adjourned meeting is given prior to adjournment.

Section 4. Majority Action as Board Action

Every act or decision done or made must be consensus minus one of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the articles of incorporation, these bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.

Section 5. Voting

At any Board of Directors meeting at which a quorum is present, the affirmative vote of consensus-minus-one of the Directors present shall be had on any matter coming before such meeting in order to constitute such action the valid act of the Board of Directors thereon unless concurrence of a greater proportion is required for such action by law.

Section 6. Term of Office

Each director shall hold office for a period of one year and until his or her successor is elected and qualifies. Each Director should serve no more than three terms.  If a director has met the term limit they may be re-elected after one year.

Section 7. Compensation

Directors shall serve without compensation. They shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any reimbursements to directors shall be approved in advance in accordance with this corporation’s conflict of interest policy, as set forth in Article 10 of these bylaws.

Section 8. Indemnity.

The Corporation shall indemnify and hold harmless each director and officer now or hereafter serving the Corporation from and against any and all claims and liabilities to which he or she may be or become subject by reason of now or hereafter being or having heretofore been a director or officer of the Corporation and/or by reason of any alleged acts or omissions as such director or officer, whether or not such person continues to be an officer or director at the time when any such claim or liability is asserted.  The Corporation shall reimburse each such director and officer for all legal and other expenses reasonably incurred in connection with defending any or all such claims or liabilities, including amounts paid or agreed to be paid in connection with reasonable settlements made before final adjudication with the approval of the Board of Directors, whether or not such person continues to be a director or officer at the time such expenses are incurred.  Provided, however, that no director or officer shall be indemnified against any claim or liability arising out of such person’s own negligence or willful misconduct, or for any expenses incurred in defending any or all such claims or liability or in settling the same unless, in the judgment of the Directors of the Corporation, the Director or Officer against whom such claim or liability is asserted has not been guilty of negligence or willful misconduct.  The foregoing right of indemnification shall not be exclusive of other rights to which a Director or Officer may be entitled as a matter of law.

Section 9. Vacancies

Any vacancy in the Board of Directors shall be filled for the unexpired portion of the term by a consensus-minus-one vote of the remaining Directors, though less than a quorum.  A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors or until his or her death, resignation, or removal from office.

Section 10. Resignations

Any Director may voluntarily resign at any time by giving written notice to the President, to the Secretary, or to any other officer of the Corporation. The resignation of the resigning Director shall take effect at the time specified in the notice or resignation. The acceptance of such resignation shall not be necessary to make it effective.

Section 11. Removal

Any Director may be removed for cause at any time by the affirmative vote of 2/3 of the Directors at a special meeting of the Board called for that purpose, and may be removed for cause by action of the Board.

Section 12:  Telephone Meeting.

The Board of Directors may meet by telephone conference call or similar means of communication, as set forth in R.S. 12:81C(10).

Article 6

Directors Meeting

Section 1:  Annual Meeting

The annual meeting of the Corporation shall be held at the registered office of the Corporation or at any other place as determined by the Board of  Directors, on the first Monday of the month of January, or in the event that date is a legal holiday, on the first Tuesday thereafter which is not a legal holiday. Immediately following the adjournment of the annual meeting of the Corporation, the newly-elected officers shall meet at the same location.

Section 2:    Special Meeting

Special meetings of the Corporation may be called at any time by the President, or at the request, in writing to the President, of a majority of the Board of Directors.

Section 3:    Notice

Not less than ten (10) days prior to any meeting of the Corporation, a notice of such meeting shall be mailed to each Director at their respective last known post office addresses.  The notice for any special meeting shall state the purpose of the meeting.  Such notice may be waived in writing.

Section 4:    Voting Rights

At any meeting of the Directors, each Director shall have one vote.  Directors may vote by written proxy.

Article 7

Committees

Section 1:    Appointment of Committee

The President may appoint such committees as the President deems necessary, subject to the approval of the Board of Directors.

Section 2:    Duties of the Committee Chair

The chairman of each committee shall make a written report to the Board of Directors whenever requested by the Board.

Article 8

Amendment of Bylaws

Section 1. Amendment

These bylaws may be altered or amended or repealed by consensus of the directors.  No change in the time or place for the election of directors shall be made within thirty days preceding the day on which such election is to be held, and in case of any change of such time or place, notice thereof shall be given to each director in person or by letter mailed to his or her last known post office address, at least twenty days before the election is held.

ADOPTION OF BYLAWS

We, the undersigned, are all of the initial directors of this corporation, and we consent to, and hereby do, adopt the foregoing bylaws, consisting of pages in total, as the bylaws of this corporation.

*To request to see the original Articles of Incorporation or the ByLaws, please contact the Gumbo Labs, Inc. President or Secretary.