Bylaws

These Bylaws of Free Geek Twin Cities, Inc. (the "Corporation") are intended to conform to the mandatory requirements of the Minnesota Nonprofit Corporations Act, as amended (the "Act"). Any ambiguity arising between the Bylaws and the discretionary provisions of the Act shall be resolved in favor of the application of the Act.

ARTICLE I : NAME AND PURPOSE

Section 1 : Name

The name of the organization shall be Free Geek Twin Cities. It shall be a nonprofit organization incorporated under the laws of the State of Minnesota.

Section 2: Purpose

The primary purpose(s) of Free Geek Twin Cities, in furtherance of its charitable and educational purpose, shall be to recycle technology and provide access to computers, the internet, education and job skills in exchange for community service.

ARTICLE II : MEMBERSHIP

Section 1 : Eligibility

All memberships shall be granted upon a majority vote of the voting membership present, and shall be contingent upon continued participation in the Corporation's meetings and activities to an extent determined by the Board.

Section 2 : Rights of members

Each member shall be eligible to appoint one voting representative to cast the member’s vote in association elections.

Section 3 : Resignation and termination

Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid charges previously accrued. A member can have their membership terminated by a majority vote of the membership.

Section 4 : Non-voting membership

The board shall have the authority to establish and define non-voting categories of membership.

ARTICLE III : MEETINGS OF MEMBERS

Section 1 : Regular meetings

Regular meetings of the members shall be held at a time and place designated by the chair.

Section 2 : Annual meetings

An annual meeting of the members shall take place, the specific date, time and location of which will be designated by the chair. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.

Section 3 : Special meetings

Special meetings may be called by the chair, the Executive Committee, or a simple majority of the board of directors. A petition signed by five percent of voting members may also call a special meeting.

Section 4 : Notice of meetings

Notice of each meeting shall be given to each voting member not less than one week prior to the meeting.

Section 5 : Quorum

The members present at any properly announced meeting shall constitute a quorum.

Section 6 : Voting

All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

ARTICLE IV : BOARD OF DIRECTORS

Section 1 : Board role, size, and compensation

The board is responsible for overall policy and direction of the organization, and delegates responsibility of day-to-day operations to the staff and committees. The board shall have up to 10, but not fewer than 3 members. The board receives no compensation other than reasonable expenses.

Section 2 : Terms

All board members shall serve two-year terms, but are eligible for re-election for up to five consecutive terms.

Section 3 : Meetings and notice

The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have notice at least two weeks in advance.

Section 4 : Board elections

New directors and current directors shall be elected or reelected by the voting representatives of members at the annual meeting. Directors will be elected by a simple majority of members present at the annual meeting.

Section 5 : Election procedures

A Board Development Committee shall be responsible for nominating a slate of prospective board members representing the associations diverse constituency. In addition, any member can nominate a candidate to the slate of nominees. All members will be eligible to send one representative to vote for each candidate, for up to 10 available positions each year.

Section 6 : Quorum

A quorum must be attended by at least forty percent of board members for business transactions to take place and motions to pass.

Section 7 : Officers and Duties

There shall be three officers of the board, consisting of a chair, secretary, and treasurer. Their duties are as follows:
The chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: secretary, treasurer. The chair shall also convene committees on special subjects as designated by the board.
The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.

Section 8 : Vacancies

When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member's term.

Section 9 : Resignation, termination, and absences

Resignation from the board must be in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences, more than six (6) unexcused absences from board meetings in a year. A board member may be removed for other reasons by a majority vote of the remaining directors.

Section 10 : Special meetings

Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.

ARTICLE V : COMMITTEES

Section 1: Committees of the Board of Directors

The Board may create one (1) or more committees of the Board of Directors. The Board may appoint Directors of the Board to serve on them or designate the method of selecting committee members. Each committee shall consist of at least one (1) Director of the Board. The Board may appoint non-Board members to Committees of the Board who have specific experience in the committee's area of responsibility. Committees of the Board shall report to the full Board and require Board consent of all actions unless specific authority has been delegated by the Board to the Committee.

Section 2: Groups other than Committees of the Board

Groups other than the Board and the Committees thereof may be formed on an as-needed basis by the Free Geek community. These other groups shall not have the authority to act for or on behalf of the Board.

Section 3. The Free Geek Community Council

The Free Geek Community Council (the "Council") shall be organized from members of the Free Geek community. The function of the Council is to provide general guidance and vision to Free Geek. This includes both short term and long term vision and goals. The Council shall meet to elect members to the Board at least once per year. The Council shall not have the authority to act for or on behalf of the Board.

ARTICLE VI: RIGHT OF PARTICIPATION

No person shall be denied the services or facilities of this organization or be excluded from participation or service herein because of race, age, color, sex, creed, religion, handicap, or national origin, and discrimination of any kind in respect hereof is expressly prohibited.

ARTICLE VII: DEPOSITORIES, SIGNATURES AND SEAL

Section 1. Depositories

All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks or other financial institutions as the Board may from time to time designate and shall be drawn on checks, drafts or other orders signed on behalf of the Corporation by the Treasurer and/or such other person or persons as the Board may from time to time designate.

Section 2. Contracts

All contracts, deeds and other instruments shall be signed on behalf of the Corporation by the Board Chair or by such other Officer or agent as the Board may from time to time designate.

Section 3. Seal

The Corporation shall have no seal.

Section 4. Borrowing

Notwithstanding any other provision in these Bylaws, no Officer or agent of this Corporation shall have authority to borrow any funds on behalf of the Corporation, or to hypothecate any assets thereof, for corporate purposes or otherwise, except as expressly stated in a resolution approved by a majority of Directors, duly entered in the minutes of the Board. No loans shall be made by the Corporation to any Director or Officer.

Section 5. Gifts

The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose of the Corporation, and any such contribution, gift, bequest, or devise is subject to the Board's acceptance.

ARTICLE VIII: AMENDMENTS

These Bylaws may be amended by a majority vote of the Board then in office at any regular or special meeting of the Board provided the notice given for such meeting indicates that such amendments will be considered.

ARTICLE IX: INDEMNIFICATION

Section 1. Directors and Officers

The Corporation shall indemnify, to the fullest extent provided in the Act, any Director or Officer who was or is a Party or is threatened to be made a Party to any Proceeding (other than an action by or in the right of the Corporation) by reason of or arising from the fact that such person is or was a Director or Officer of the Corporation. The determination and authorization of indemnification shall be made as provided in the Act.

Section 2. Advance of Expenses

The Corporation may pay for or reimburse the reasonable Expenses incurred by a Director or Officer who is a Party to a Proceeding in advance of final disposition of the Proceeding as provided in the Act.

Section 3. Insurance

At the discretion of the Board, the Corporation may purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation against any Liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such Liability under the provisions of this Article.

Section 4. Purpose and Exclusivity

The indemnification referred to in the various sections of this Article shall be deemed to be in addition to and not in lieu of any other rights to which those indemnified may be entitled under any statute, rule of law or equity, provision of the Articles of Incorporation, agreement, vote of the Board or otherwise.

Section 5. Definitions

The terms used in this Article shall have the same meanings given them in the Act.

ARTICLE X: DEFINITIONS

"In writing", as used in these Bylaws, refers to documents that are hand-delivered, faxed, mailed, or sent by email communication, unless another definition is required by the Act.

ARTICLE XI: IDENTIFICATION

I hereby certify that I am the Secretary of Board of Directors of Free Geek, Inc. and that the foregoing Bylaws were and are the Amended Bylaws adopted by the Directors of Free Geek effective September 1, 2010.

Brian Dunnette, Secretary

Legal Issues

Outstanding Legal Questions

Q: What do we need to do to be compliant with data privacy laws (Sarbanes-Oxley, HIPAA, FERPA, etc.)?

Q: Are there legal issues with lending or donating hardware to particular organizations (for instance, activists under federal investigation)?

Meeting Minutes