Bylaws of the Chaos Computer Club of Silicon Valley

These bylaws are for a 501(c)(7) social member-based organization with minimal officers and a small board. We use a few unusual terms for officers.

Article 1 Name and Corporation

Section 1. Name. The Organization shall be known as The Chaos Computer Club of Silicon Valley, Inc.

Section 2. Incorporation. The Club was incorporated under the Laws of the States of California in 2014.

Section 3. Officers of Incorporation. The three officers of the Club shall be the three officers of Incorporation.

Section 4. This Club shall have address for service of Process at: 548 Market St. # 13452, San Francisco, CA 94104-5401.

Section 5. Any officer may change the address for service of process to a valid California address provided clear and prompt notification is given to the membership.

Article 2 Purpose

The primary purpose, aim, and objective of the corporation shall be to establish a fellowship for the pleasure of recreational activities surrounding the use and lawful misuse of computing equipment and electronics and to encourage and promote the development and use of open source technology.

Article 3 Membership

Section 1 Becoming a member

Subsection 1 Eligibility

Anyone who seeks fellowship in the purpose of our organization is eligible without regard to race, creed, ethnicity, color, gender identity or expression, sexual orientation, or any other arbitrary distinctions.

Subsection 2 Classes

Normal: Any person who is eighteen (18) years of age is eligible for normal membership. Normal members shall have no restriction on right and responsibilities.

Minor: Any person who is under eighteen (18) years of age is eligible for minor membership. A minor member must have the informed consent of a legal guardian to become a member. Access hours may be restricted for minor members and some exceptionally dangerous equipment may require additional consent. minor members must be able to conduct themselves with no adult supervision.

Subsection 3 Induction

The initial members shall be the signatory to these bylaws. To be considered for membership, an applicant must be invited to join by an existing member. They are then vetted by the remaining members through interactions with the group over time. Once the membership is satisfied that sufficient time has passed to evaluate the prospective member, a vote will be called of the existing members. If the vote fails, the applicant may not apply again for 6 months.

Section 2 Dues

The Board has a delegable authority to set member dues.

Section 3 Standing

A member is in good standing when all outstanding dues have been paid and there are no disciplinary sanctions against them for violation of the Code of Conduct or the bylaws. When a member falls behind on dues, that member shall have a one month grace period to become current in dues before they are no longer a member in good standing. When the board or disciplinary committee issues sanctions against a member, that decision shall include an indication as to whether it affects that member's standing.

Section 4 Rights

Subsection 1 Elections

A regular annual meeting shall be called for the purpose of electing the Directors whose term is up. When a Director's position become vacant prior to the conclusion of that term, a special election shall be called. Members shall also vote on amendments to these bylaws and other issues that may arise from time to time as identified by the Board of Directors as requiring a formal member vote.

Subsection 2 Member Consensus

When members wish to make modifications to the facilities, suggest minor expenditures, represent the Club in outside activities, contribute anything that would require significant resources, or modify the guidelines for behavior, the member shall seek a general consensus of interested members. Lack of member consensus does not bind the Board of Directors to any course of action.

Subsection 3 Access to Resources

All Common members shall have unfettered access to all Club resources made available to any other member for general use.

Section 5 Standards of Behavior

Subsection 1 Member Guidelines

The membership, as a group shall maintain a set of informal guidelines for behavior while in Club facilities or interacting with Club members. While violation of these guidelines is not immediate grounds for disciplinary action, repeated violations or disregarding the guidelines may be considered in any grievance or disciplinary action.

Subsection 2 Grievances

To address conflict that arises between members, the officers shall establish procedures to provide a safe intermediary to resolve such conflict. If unresolvable, grievances may be referred to the Board for further action.

Section 6 Discipline

Subsection 1 Code of Conduct

The Board of Directors shall draft and make available a list of offenses that would necessitate disciplinary action.

Subsection 2 Sanctions

Sanctions up to and including termination may be imposed by the board or a delegated disciplinary committee for violation of the code of conduct.

Section 7 Meetings

Subsection 1 Notice

All official meetings involving express authority under the bylaws shall be announced 14 days prior to that meeting. The notice shall include a general description of matters to be addressed, slates of candidates, voting procedures, and text of any initiatives to be voted on.

Subsection 2 Proxies

A member may submit a voting proxy assignment to the Keeper of the Lore which includes their name or member number, the proxy holder's name or member number, and the duration of the proxy. The Keeper of the Lore must validate amongst the cast ballots any vote cast by proxy was not cast twice. Directors may not accept vote proxies.

Subsection 3 Quorum

Thirty percent (30%) off all members who are in good standing shall constitute a quorum for the transaction of business.

Subsection 4 Voting

When voting for amendments to these bylaws and other procedural issues, each member shall have one vote. When voting for directors, to prevent tyranny of a slight majority, cumulative voting will be employed. Each member will have one vote per Director being elected, which may all be cast for the same candidate, enabling factions to select the Director of their choice.

Article 4 Officers

Section 1 Titles and Role

Officers provide day-to-day functional support for the organization. In contrast with the directors who are responsible for major decisions and direction of the organization, the officers are responsible for defining and executing the processes and procedures necessary to carry out the will of the members, fulfill legal obligations, and provide for the smooth operation of the organization. The members will be involved in deciding the detailed policies of the organization. The officers provide tactical guidance.

Officers serve at the pleasure of the board. Any officer may be removed at any time for any or no reason, with a decision of the board. Offices shall include the executive officer, Herder of Cats; the financial officer, the Keeper of Coin; and the records officer, the Keeper of Lore.

Section 2 Duties of Herder of Cats

It shall be the duty of the Herder of Cats to take charge of the Club; to preside at all meetings of the Club and the Board of Directors. The Herder of Cats shall have the entire supervision and management of the Club and its property pending the action of the Board of Directors; the power to suspend any member for directly violating the bylaws or Code of Conduct of the Club, pending the approval of the Board; to call special meetings and Club meetings. The Herder of Cats, together with the Keeper of Lore, shall sign all agreements and contracts made by the Club upon the approval of the Board of Directors.

Section 3 Duties of Keeper of Coin

The Keeper of Coin shall have charge of the funds of the Club and shall keep a record of all receipts and disbursements and shall render a written report at each Board meeting. Disbursements shall be made only upon vouchers approved by the Board of Directors. The Board of Directors has the power, whenever they deem it necessary, to appoint an acting Keeper of Coin. The funds shall be deposited in the name of the Club in a bank approved by the Board of Directors, or in securities approved by the Board of Directors. All disbursements by check shall be signed by the Keeper of Coin and the Herder of Cats or another designated officer of member of the Board of Directors. The Keeper of Coin shall not withdraw from the Club's savings account or other investment any funds earned in a prior year, except upon the vote of a majority of Directors. The Keeper of Coin shall prepare a yearly financial report and budget for presentation at the Annual Meeting and make an annual financial report to the accountant for preparation of all year end filings for all government agencies, where required.

Section 4 Duties of Keeper of Lore

It shall be the duty of the Keeper of Lore to keep the “minutes of the meeting” of the Club and of the Board of Directors, to supervise all reports and documents connected with the business of the Club, and to issue notices of all meetings of the Club and Directors. Due to the requirement that the Keeper of the Lore oversee all elections, the Keeper of the Lore shall not be eligible to enter any election for Director.

Section 5 Appointment

When any of the foregoing offices becomes vacant for any reason, the Board of Directors shall select a successor who shall hold that office.

Section 6 Removal

Any officer of director of director may be removed from office by the unanimous vote of the Directors voting at a special meeting called for this purpose, except the Director under consideration for removal shall not vote.

Article 5 Directors

Section 1 Qualification

A director must be a member in good standing at the time of their nomination, election and during their entire term of service.

Section 2 Number

The initial number of Directors will be three (3) for the first operational year of the Club. The second year, two (2) more Directors will be elected, bringing the total number of Directors to five (5).

Section 3 Term

The term for each Director will be two (2) years.

Section 4 Elections

Initial Directors shall be selected by the signatory members to these bylaws. Subsequent elections shall be held at an annual meeting of the members. The Keeper of the Lore shall oversee all board elections.

When an office becomes vacant before the end of a term, that office will be elected at a specially convened meeting of the members.

Section 4 Powers and Authority

It is the duty of the Board to act on behalf of, and be subordinate to the will of the Members. The Board of Directors role will be to engage in long-term planning, oversee the functioning of the officers and to provide strategic guidance.

Subsection 1 Reserved Powers

Without prejudice to the general powers of the board of directors above, the following specific powers are granted to the board and may not be delegated:

  1. Appoint and remove officers

  2. Enter into any real estate agreements

  3. Incur any significant debt

Subsection 2 Delegable Powers

Any power that is not expressly vested in the board may be delegated to an individual or committee which may include officers. Powers may also be delegated to independent committees. The following powers may be delegated:

  1. The decision to discipline members.

  2. Determining the amount of dues

  3. Draft or revise a code of conduct

Section 5 Removal

Subsection 1 Good Standing

If, for any reason a Director ceases to be a member in good standing, that person will immediately vacate the office.

Subsection 2 Member Recall

A successful vote of no confidence for a director, called by the members will have the effect of immediately removing that director from office. If at any time the members become dissatisfied with the performance of a Director, they may propose the recall of that Director by registering their proposal in writing with the Keeper of Lore. Once the proposed recall is registered in the proper form, it becomes a petition, independent of the proposing member. The petition shall require a number of signatures the greater of 10% of the members or the number of Directors plus 1 signatures. Signatures may not be withdrawn once affixed.

After the recall petition has acquired a sufficient number of signatures, the recall shall be presented at a special meeting called to vote on the recall. For the Director to be recalled, a 2/3 majority of all members qualified to vote must choose to do so.

Section 6 Meetings

The board shall meet as needed to address the needs of the organization.

Subsection 1 Notice

A meeting may be called by any Director at their discretion. The Keeper of the Lore shall call a meeting if there are pending issues that require the board's attention. Notice as to time and place of a Directors meeting must be given to all directors 4 calendar days prior to the date of the meeting. Meetings may take place in a physical location or online.

Subsection 2 Quorum

All Directors must be in attendance, either in person or via real time electronic messaging to establish a quorum.

Article 6 Records and Reporting

Section 1 Maintenance

The Club shall keep:

  1. Adequate and correct books and records of accounts

  2. Minutes of the proceedings of the board and board appointed committees

  3. Minutes of the member meetings

  4. Records of member names or numbers and related dues receipts

Section 2 Inspection

Officers and Directors have the absolute right to inspect all records kept by the Club.

Members have the absolute right to inspect

  1. All accounts records,

  2. Documents related to the proceedings of the board and board appointed committees with the exception of:

    1. Disciplinary meeting minutes

    2. Minutes that contain confidential professional advice

  3. Minutes of member meetings

Article 7 Limitations on Liability

Section 1 Indemnification

Subsection 1 Right of Indemnification

Right of Indemnity. To the full extent permitted by law, this corporation shall indemnify its Directors, officers, employees and other persons described in Section 7237(a) of the California Corporation Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any “proceeding’, as that term is used in such Section and including an action by or in the right of the corporation, by reason of the fact that such person is or was a person described by such Section. “Expenses,” as used in this Bylaw, shall have the same meaning as in Section 7237(a) of the California Corporation Code.

Subsection 2 Approval of Indemnification

Upon written request to the Board by any person seeking indemnification under Section 7237(b) or Section 7237(c) of the California Corporation Code, the Board shall promptly determine in accordance with Section 7237(e) of the Code whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought is such as to prevent the formation of a quorum of Directors who are not parties to such proceeding, the Board or the attorney or other person rendering services in connection with the defense shall apply to the court in which such proceeding is or was pending to determine whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met.

Section 2 Insurance

The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees and other agents of the corporation, against any liability asserted against or incurred by an officer, Director, employee or agent in such capacity or arising out of the officer’s, Directors, employee’s or agent’s status as such.

Article 8 Amendments

Section 1 Proposal

Any member may propose amendment to these bylaws by registering their proposal in writing with the Keeper of Lore. The officers shall provide guidance on the proper form of an amendment proposal. Once a proposal is registered in the proper form, it becomes an initiative, independent of the proposing member. The proponents of the initiative shall have one year to gather the required number of signatures. This number shall be the greater of 10% of the members or the number of Directors plus 1 signatures. Signatures may not be withdrawn once affixed to a proposal. If after one year the initiative fails to get the necessary number of signatures, it will fail and must be re-registered. If any change is made to the proposal, it must be re-registered with the change and signatures must be collected on the new proposal.

Section 2 Enactment

After a proposal has acquired a sufficient number of signatures, the officers and Directors shall review it and attach any comments regarding the effect of the change on the organization, including but not limited to the legal and financial impact. The proposal shall be presented at the next regular member meeting or a special meeting called to vote on the proposal. For the proposal to become an amendment to the bylaws, a 2/3 majority of all members qualified to vote must choose to enact the amendment.

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