Statement of Purpose
River City Labs, NFP (Not For Profit) is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future United States Internal Revenue law). Its mission is to foster a collaborative environment wherein people can explore and create intersections between technology, science, art, and culture.
- Acquire and maintain a collaborative workspace for communal use by all members.
- Foster a creative, collaborative environment for experimentation and development in science, technology, engineering, mathematics, and art.
- Interact with the local community that our space is situated in through education and cultural participation.
- Share our developments and ideas with the world at large.
- Facilitate communication with other spaces and colleagues nationally and internationally.
- Invite experts and other creative individuals to share their ideas and projects.
River City Labs shall continuously maintain in the State of Illinois a registered office and a registered agent whose business office, for the purposes of this corporation, is identical with such registered office. The registered office shall be the physical location of our workspace.
Designation of Membership Classes
We have two classes of members: Full Members, Starving Makers.
Eligibility for Membership at Any Tier
In order to be a member of River City Labs, a person must support the purpose and specific goals of the organization and be at least 18 years old. A member must also provide government-issued photo identification to at least two members of the board of directors at the time of payment of the first membership fee, and provide an electronic mail address for receiving official notice of members’ meetings. Any person who does meet these requirements is eligible for membership in River City Labs, as long as that person pays the monthly membership fee, as determined by the board of directors, for their chosen class of membership. (All member groups are subject to a 6 month probationary period)
Rights and Responsibilities
Full Members enjoy the following privileges:
- A key or other method of entry to the physical workspace. (suspended until tools are safe)
- Twenty-four hour access to the physical workspace on a case by base basis.
- Twenty-four hour access to equipment he/she is certified to use.
- Membership pricing on all classes
- Eligibility to vote on any issue put before the membership.
- Eligibility to vote for officers and directors.
- Eligibility to run for office and be elected into the board of directors
Full Members must also fulfill the following responsibilities:
- A member must at all times, adhere to River City Labs direction and policies.
- A member must pay the monthly fee as determined by the board of directors.
- At the time a member’s eligibility expires, he must forfeit his or her method of entry in addition to any other property owned by River City Labs to a member of the board of directors or an agent designated by the board of directors for this purpose.
Starving Makers shall have the following privileges:
- Twenty-four hour access to the physical workspace with a full member.
- Eligibility to run for office and be elected into the board of directors
Starving Makers must also fulfill the following responsibilities:
- A Starving Makers must pay the monthly fee as determined by the board of directors.
Unlike Full Members, Starving Makers do not have the right to participate in member votes, or to vote for officers and directors of the organization. Starving Makers may run for officer or director positions, but if elected must become a Full Member for the entire term as an officer or director. Starving Makers do not receive a storage locker or storage space in the physical workspace, and Starving Makers must pay the nonmember price for classes at River City Labs.
Regular meetings for River City Labs shall be held quarterly. Additional meetings may be held as determined by the board of directors. The meeting shall be held at the registered address or at a location determined by the board of directors.
The annual meeting shall occur at the standard meeting time and the standard meeting place in the first quarter. The date and time can be changed by the procedures for a Vote of the Membership, as defined in these bylaws. The following issues shall be addressed at the annual meeting:
- Election of all officers.
- Any other issues that members have placed before the membership to be discussed at the annual meeting, pursuant to the proposal and voting rules stated in these bylaws for Votes of the Membership.
Notice of Meetings
Notice of all meetings of Members, including regular meetings and the annual meeting, must be sent at least 5 days in advance. Notice shall be sent electronically to all members, to the e-mail addresses they have on file with the corporation. Notice of meetings shall also be posted at the corporation’s registered location. Meetings shall also be posted on the website at least 5 days in advance.
Meeting procedure shall follow the MIBS Simplified Rules of Coordinated Consensus Through Chaos, available at MIBS Rules.
Votes of the Membership
Issues Proper for a Vote of the Membership
Any lawful issue may be brought before the membership for a vote. A vote of the membership may not be overridden except by a higher legal authority or by a subsequent vote of the membership.
Quorum for a vote of the membership of River City Labs shall require at least 51% of the existing voting membership on the day of the vote. For the purposes of calculating the quorum, properly submitted proxy statements by members shall count as attendance.
Submitting an Issue for Vote
Any Full Member may submit an issue for vote by the membership, unless the issue is specifically enumerated in the bylaws as something subject to vote by the board of directors. To be properly submitted for a vote, the member must submit a written statement of the issue to be voted on to the board of directors at least ten days before the meeting at which the issue shall be voted on. An e-mailed statement of the issue shall be considered submission in writing for the purpose of this rule.
Notice of all issues properly submitted for vote by the membership shall be given to all members no later than 5 days before the meeting at which they will be voted on. Notice shall be sent electronically, to the e-mail address that members have provided to the corporation. Notice of all issues to be voted on shall be consolidated with the notice of the member meeting at which the issues will be voted on. The Board of Directors is responsible for sending out the notice of the meeting, with the agenda of timely submitted issues to be considered.
Voting By Proxy
Members may vote by proxy. The proxy vote must come from the members e-mail address on file. The email must state the member’s intention that he shall vote by proxy, state which issues he intends to vote on by proxy, and state how he intends to vote on each issue. Proper proxy statements shall count as attendance at the meeting for the purposes of calculating the quorum.
Voting procedures, including time limits for discussion before taking a vote, shall be defined by the MIBS Simplified Rules of Coordinated Consensus Through Chaos.
Unless otherwise specified in these bylaws, a simple majority vote of the Full Members present shall ratify any issue put before the membership for a vote. Under the meaning of “present” in this section, members voting by proxy count toward calculating that majority.
Votes of the Directors
Issues Proper for a Vote of the Directors
The board may decide on issues related to:
- Spending money from the general fund necessary to keep the organization’s property in good working order and functioning in fulfillment of the organization’s mission.
- Spending money from the general fund on infrastructure improvements costing less than $300.
- Spending money from the general fund to obtain advice and services for the management of the organization or the fulfillment of the organization’s mission.
- Spending money from any funds donated for a specified purpose.
- To fulfill any obligations to ensure the health of the organization or the safety of its members or guests.
- An individual can be removed from membership with a majority vote.
Quorum for a vote of the directors of River City Labs shall require at least 50% of the existing directors on the day of the vote. Directors and all Full Members present at the meeting via teleconferencing equipment are considered present.
Submitting an Issue for Vote
These bylaws are deemed placed before the Board of Directors for a vote by operation of Illinois law. Other issues may be placed before the Board of Directors for a vote as enumerated in these bylaws. Only issues that these bylaws explicitly state are subject to a vote of the officers shall be resolved by a vote of the officers. Any such issues may be placed for a vote of the board of directors by the process denoted in these bylaws by which such an issue may be considered. Any other issue shall only be placed for a vote of the membership.
Notice of all issues properly submitted for vote by the board of directors shall be given to all directors no later than 5 days before the meeting at which they will be voted on. Notice shall be sent electronically, to the e-mail address that each director has provided to the corporation.
Votes by the Directors may not be made by proxy. Directors must attend the meeting of the Board of Directors, either in person or remotely through teleconference methods arranged with the Board before the meeting, in order to vote on matters placed before the Board of Directors.
Voting procedures, including time limits for discussion before taking a vote, shall be defined by the MIBS Simplified Rules of Coordinated Consensus Through Chaos.
Unless otherwise specified in these bylaws, a simple majority vote of the directors present shall ratify any issue put before the directors for a vote. Under the meaning of “present” in this section, directors present via telecommunications count toward calculating that majority.
River City Labs is led by a group of officers with designated responsibilities according to their role. The corporation shall provide insurance and indemnity for its officers as permitted by Illinois law. No officer may serve more than three consecutive terms in any particular officer position.
In order to be eligible to be nominated, a person must be a Starving Maker Member or a Full Member as defined earlier in these bylaws in good standing for the six consecutive months prior to the election. To actually take and hold an office, the individual must be a Full Member. For the initial election of officers, or in any replacement election during the six months after the initial election of officers, a person must be a founding member in order to run for office.
Any full member has the right to nominate a person for office. A full member has the right to nominate themselves. Only the nominated candidate may withdraw his/her nomination. All nominations for officer positions are due two weeks before the annual meeting. If only one person is timely nominated to run for an office and accepts such nomination, he shall run unopposed. If no person is timely nominated to run for an office and accepts such nomination, nominations for that position may be made at the annual meeting, in person, before the vote. If nobody is nominated in this way, the prior officer may choose to appoint his/her successor.
Elections shall be held every year at the annual meeting of members, as defined in these bylaws. The first election shall be held one week after the first collection of dues.
Every officer has the right to rename the office they hold for the duration of his or her tenure. The responsibilities of the office remain the same as detailed in the bylaws.
The President shall preside over all meetings of the membership. He or she also serves as a representative of River City Labs to the public, and in all functions where a President may be called for by law or any other outside requirements. The president is responsible for making sure that the corporation files its annual report, Illinois charitable organization statements, and any other papers required to maintain legal nonprofit status by the law of Illinois or Federal law. The President, acting in the best interest of River City Labs is hereby authorized at the discretion of the board [via a vote of the board] to enter in contractual agreements on behalf of River City Labs where no liability or financial commitment is assumed by the organization. Agreements which include a clause placing risk on the organization such as fines for breach of contract or claims to property as recourse, for example, are not eligible to be approved by the board. Upon entering in a contract on behalf of River City Labs, the President is required to immediately notify the membership and make a signed copy available for review. The President is strongly encouraged to continue consulting with the membership on such issues, but will not require full member approval. This provision is intended to expedite business operations where no risk is assumed.
The Vice President shall assist the President in organizing meetings of the membership. He or she is responsible for enforcing the rules of meeting procedure as detailed in this document. The Vice President is also responsible for providing notice of all meetings of the members and of the board of directors, pursuant to these bylaws and the law of Illinois. In the event that the President cannot fulfill his responsibilities at any meeting or function, it is the responsibility of the Vice President to fulfill the obligations of the President.
The Secretary shall be responsible for recording all minutes of all official meetings of the membership and the board of directors. The Secretary must make available a hard copy of the minutes of all meetings of the members and the board of directors at the registered location of River City Labs, in addition to making such records available online in a static format on the River City Labs website.
The Treasurer is responsible for monitoring all financial assets of River City Labs. This includes but is not restricted to the collection of membership dues from members, the payment of rent and utilities for any space leased by River City Labs, the disbursement and reimbursement of funds authorized to be spent under the procedures detailed in these bylaws. The Treasurer is empowered to reimburse anyone for the purchase of safety equipment to be dedicated to River City Labs out of the general fund. The Treasurer is also empowered to buy safety equipment for River City Labs directly. The sum of these reimbursements and purchases may not exceed $200 per calendar year or $50 per reimbursement incident or purchase unless agreed upon by the board of directors. What constitutes “safety equipment” will be determined by the Treasurer and/or the chair of the safety committee on a case by case basis. A receipt must be provided for all donations or purchases that are reimbursed or paid for under this resolution. Reimbursements will be granted at the discretion of the Treasurer on a case by case basis. Whenever a reimbursement or purchase occurs, the treasurer must notify the membership via email what items were reimbursed or purchased by whom and how much they cost.
Chief Technical Officer
The Chief Technical Officer is responsible for ensuring the maintenance and consistency of the technological infrastructure as needed by the organization. This includes, but is not limited to, the website and internal network of the physical space.
Director of Public Relations
The Director of Public Relations shall assist the President as the liaison between River City Labs and the media, and as the primary point of contact for all media inquiries. He or she is responsible for working with other Directors and members to coordinate strategic PR campaigns to promote the organization. The Director of PR shall be responsible for the content of all official press releases and announcements, and will work to develop communications strategies that advance the organization’s goals. He or she shall be responsible for assuring that River City Labs events are publicized through a variety of media outlets by managing the promotion process and delegating tasks as necessary. The Director of Public Relations will also coordinate the development of a comprehensive fundraising strategy for the organization, including recruiting, building and maintaining long-term relationships with donors and potential donors, and working with the membership to focus effort on fundraising activities with the highest chance of success. In all capacities, the Director of PR is focused on raising awareness of the organization and its work at both a local and national level.
Expiration of Term
An officer’s term shall expire at the Annual Meeting following his election.
Any officer may resign at any time by written notice delivered to the president or secretary of the corporation. A resignation is effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date. In the event that an officer resigns, Full Members shall elect a replacement officer using the membership voting procedure defined in these bylaws. Nominations for people to run to replace the officer who has resigned shall open when the officer tenders his resignation, and remain open for one week. Members shall elect the replacement officer among the candidates who have been nominated and accepted their nomination, using the Votes of the Membership procedures in these bylaws. The replacement officer’s term shall last until new officers are elected at the next Annual Meeting.
The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, the Chief Technical Officer, the Director of Public Relations and two at-large Directors. No director shall be compensated monetarily for his work as a director, although the corporation may provide insurance and indemnity as permitted by Illinois law.
To be nominated to serve as an at-large director, a member must fulfill the same eligibility requirements as an officer as stated elsewhere in these bylaws.
Nomination of at-large director candidates shall be done by the same process as officer elections as detailed elsewhere in these bylaws.
Elections for at-large directors shall take place at the annual meeting. All directors shall be elected at the same time, by the process determined in these bylaws for Votes of the Membership, except that every full member will have two votes with which to apply to the nominees. The two nominees with the most votes shall be the at-large directors until the next election. If only two people are timely nominated to run for at-large director positions and accept their nominations, they shall run unopposed. If only one person is timely nominated to run for at-large director, then he shall run unopposed. An election for the second seat shall occur at the meeting. Nominations for candidates to fill the unfilled seat shall be accepted at the meeting, and an election shall follow. That election shall follow all rules for a Vote of the Membership as defined in these bylaws. If nobody is timely nominated to run for at-large director, an election for both seats shall occur at the meeting. Nominations for candidates to fill both seats shall be accepted at the meeting, and an election shall follow. That election shall follow all rules for a Vote of the Membership as defined in the bylaws, except that each Full Member shall get two votes, and the two candidates with the most votes shall become at-large directors. If nobody accepts nomination to run for at-large director positions, the existing at-large directors may choose to retain their positions or choose to appoint another member to their seat. If only one person runs for at-large director but nobody accepts nomination to run for the second seat, one of the then-existing at-large directors may choose to retain his seat or appoint another person to it. The at-large directors may choose who retains this power by agreement or, if both want to retain it or appoint a successor, may settle the dispute by calling the result of a coin flip. The coin shall be official United States legal tender, and shall be flipped at the annual meeting by the Vice President.
The Board of Directors is a body that shall fulfill all roles required by Illinois law. Any decisions not mandated by Illinois law to fall with the Board of Directors may only be delegated to the Board of Directors by a vote of the membership to amend these bylaws to explicitly give the board of directors such decision making power. Any policy affecting the organization at-large will, unless stated otherwise, be decided upon by the voting membership.
The Board of Directors is responsible for making sure the officers of River City Labs are performing their duties as defined by these by laws, and providing any assistance that the Officers may need in performing those duties. This responsibility extends to oversight of the officers, but does not extend to altering the scope of the officers’ duties, or to the authority to remove an officer. The Board of Directors does not have authority to alter the scope of an officer’s duties or remove an officer from his position; any such decision must be made by a vote of the membership.
Drafting the Agenda
The Board of Directors is responsible for collecting a list of the issues on the agenda for each membership meeting, and circulating that list to the members for them to vote on at the upcoming meeting. This responsibility is purely ministerial. The Board of Directors has no power to decide which issues are brought to the membership for a vote. As long as an issue is submitted in a timely fashion, within the time frame defined by these bylaws, the Board of Directors must place it on the agenda and submit it to the members for a vote at the next meeting, within the time frame defined by these bylaws for circulating notice of a Vote of the Membership. Directors have the right to make nonbinding suggestions about the proposals added to the agenda. However, these suggestions are not binding on the membership, and members are free to discuss, debate, and vote on a proposal no matter what, if anything, directors may say about the motion. The Board of Directors need not call a formal meeting to draft the agenda. Meetings The Board of Directors shall have an annual meeting, as required by Illinois law. The annual meeting of the board of directors shall be on the third Tuesday in January. Notice of this annual meeting shall be provided electronically to all directors and members of the organization, at the e-mail address provided to the corporation, at least 5 days in advance. Notice shall also be posted at the corporation’s registered address. The Board of Directors may also call special meetings other than the annual meeting, as necessary. Notice of any special meeting shall be provided electronically to all directors and members of the organization, at the e-mail address provided to the corporation, at least 5 days in advance. Notice shall also be posted at the corporation’s registered address. All full members may attend any meeting of the board of directors.
The board of directors is empowered to spend money from the general fund for any items necessary to maintain the day to day operation of River City Labs, or to reimburse members for their purchases of these items, up to a limit of $1000 per year. Reimbursements will be considered upon delivery of the items purchased and the receipt. The decision to spend or reimburse under this amendment must be unanimous. Each expense or reimbursement under this amendment must be reported to the general membership at the next regular meeting and sent to the members via email.
River City Labs empowers its Board of Directors to negotiate loans in good faith when it has the support of the membership. The President of River City Labs shall sign any and all financial agreements on behalf of River City Labs, NFP.
The Board of Directors may establish committees to advise the Board or Officers, or to carry out various projects or tasks. Such committees may include one or more Board members or consist of members only as the board of directors deems appropriate. Committees may include, but are not limited to, a safety committee.
Expiration of Term
A director’s term shall expire at the Annual Meeting following his election.
Any director may resign at any time by written notice delivered to the president or secretary of the corporation. A resignation is effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date. In the event that a director resigns, Full Members shall elect a replacement director using the membership voting procedure defined in these bylaws. Nominations for people to run to replace the director who has resigned shall open when the director tenders his resignation, and remain open for one week. Members shall elect the replacement director among the candidates who have been nominated and accepted their nomination, using the Votes of the Membership procedures in these bylaws. The replacement officer’s term shall last until new directors are elected at the next Annual Meeting.
Conflict of Interest Policy
Section 1: Purpose
River City Labs NFP is a nonprofit, tax-exempt organization. Maintenance of its tax-exempt status is important both for its continued financial stability and for public support. Therefore, the IRS as well as state regulatory and tax officials view the operations of River City Labs NFP as a public trust, which is subject to scrutiny by and accountable to such governmental authorities as well as to members of the public. Consequently, there exists between River City Labs NFP and its board and officers and the public a fiduciary duty, which carries with it a broad and unbending duty of loyalty and fidelity. The board and its officers have the responsibility of administering the affairs of River City Labs NFP honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of River City Labs NFP. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with River City Labs NFP or knowledge gained there from for their personal benefit. The interests of the organization must be the first priority in all decisions and actions.
Section 2: Persons Concerned:
This statement is directed not only to directors and officers, but to all who can influence the actions of River City Labs, NFP. For example, this would include all full membership members, and anyone who has proprietary information concerning River City Labs NFP.
Section 3: Areas in Which Conflict May Arise
Conflicts of interest may arise in the relations of directors and officers with any of the following third parties:
- Persons and firms supplying goods and services to River City Labs NFP.
- Persons and firms from whom River City Labs NFP leases property and equipment.
- Persons and firms with whom River City Labs NFP is dealing or planning to deal in connection with the gift, purchase or sale of real estate, securities, or other property.
- Competing organizations.
- Agencies, organizations and associations which affect the operations of River City Labs NFP.
Section 4: Nature of Conflicting Interest
A conflicting interest may be defined as an interest, direct or indirect, with any persons or firms mentioned in Section 3. Such an interest might arise through:
- Owning stock or holding debt or other proprietary interests in any third party dealing with River City Labs NFP.
- Holding office, serving on the board, participating in management, or being otherwise employed (or formerly employed) with any third party dealing with River City Labs NFP.
- Receiving remuneration for services with respect to individual transactions involving River City Labs NFP.
- Receiving personal gifts or loans from third parties dealing or competing with River City Labs NFP. Receipt of any gift is disapproved except gifts of a value less than $50, which could not be refused without discourtesy. No personal gift of money should ever be accepted.
Section 5: Interpretation of this Statement of Policy
The areas of conflicting interest listed in Section 3, and the relations in those areas which may give rise to conflict, as listed in Section 4, are not exhaustive. Conflicts might arise in other areas or through other relations. It is assumed that the directors and officers will recognize such areas and relation by analogy. The fact that one of the interests described in Section 4 exists does not necessarily mean that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material, that upon full disclosure of all relevant facts and circumstances it is necessarily adverse to the interests of River City Labs NFP. However, it is the policy of the board that the existence of any of the interests described in Section 4 shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of the board and officers to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures.
Section 6: Disclosure Policy and Procedure
Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed:
- The conflicting interest is fully disclosed;
- The person with the conflict of interest is excluded from the discussion and approval of such transaction;
- A competitive bid or comparable valuation exists; and
- The board has determined that the transaction is in the best interest of the organization.
Disclosure in the organization should be made to the president (or if she or he is the one with the conflict, then to the vice-president, who shall bring the matter to the attention of the board. Disclosure involving directors should be made to the president or if she or he is the one with the conflict, then to the board vice-president who shall bring these matters to the board or a duly constituted committee. The board or a duly constituted committee shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to River City Labs NFP. The decision of the board or a duly constituted committee thereof on these matters will rest in their sole discretion, and their concern must be the welfare of River City Labs NFP and the advancement of its purpose.
If River City Labs is forced to dissolve due to unfortunate circumstances, court order, or planned dissolution, the remaining assets and funds of River City Labs One will be dispersed to a 501(c)(3) organization with similar purpose, as determined by the board of directors, after an auction of assets relieves any and all debts owed by River City Labs.
Amendment of Bylaws
These bylaws shall be amended by a majority vote of the membership, using the procedures stated in the Votes of the Membership section of these bylaws. Membership Agreement Amendment All members and their guests shall abide by the membership agreement while at River City Labs facilities and events. These bylaws are hereby enacted on this day May 1, 2014 by the following signatories as Founding Members of River City Labs, NFP.