Perhaps you have just joined, or maybe you’re just considering it. Either way, welcome! The Forge (legal name, Forge Greensboro) is a shared community workshop, with tools ranging from old-school sewing machines, welding, milling machines and the like, to the latest high-tech 3D printers, laser cutters, electronics and computer hardware.
The name Forge is a reference to the history of 117 W. Lewis St., our original location, which was once a blacksmith shop. The name, however, is also a metaphor for the community we are forging, the ideas that are hammered out, and the skills that are tempered. Now we are located at 219 West Lewis Street just down the street, at what used to be the auxiliary livery stables, in a building twice the size of our original space.
We are a community of folks dedicated to learning, creativity, service and fun. Our Members join for a variety of reasons, from a need for personal shop space they don’t have at home, learning new skills, community outreach and service, business incubation, and no doubt others. Whatever your reasons for joining, we welcome you to the community.
The Forge is a cooperative, in which everyone is invited to contribute to projects that improve the facility and organization!
This document lays out our procedures and policies, crafted so we can serve the diverse needs of our Members as best as possible.
Our Members are backbone of our community. Membership guidelines and levels are contained within the Forge Greensboro Bylaws, Appendix 1 of this document. Members are required to pay monthly dues to retain Membership. These dues are subject to change at the discretion of the officers, but shall never change for existing Members without a Membership vote. Failure to pay dues by the last day of the month will result in suspension of Membership and termination of access rights.
It is the responsibility of the Forge employees and officers to maintain accurate Membership records at all times.
Department Heads are Members who volunteer to coordinate and oversee some aspect of Forge operations. For example, woodworking, or computer networking. Department head positions may be created or eliminated by decision of the Executive Committee, reflecting the changing needs of the organization.
The Board of Directors is composed of Members plus interested leaders drawn from the broader Greensboro community. The group is responsible for the fiscal and legal oversight of the organization. They provide advice, ideas, and outside perspectives to maximize the overall effectiveness of the organization.
The Officers of the Forge are President, a Vice President, a Secretary and a Treasurer. Directors are elected at any annual meeting of the Members. All positions are unpaid.
A subset of the Board of Directors is our Executive Committee. The Executive Committee exercises the authority of the Board in the management of the business and affairs of corporation during intervals between meetings.
The standing meeting schedule for The Forge is as follows:
6 – 8pm
(January is annual meeting)
6 – 8pm
Executive Committee Meeting
7 – 8:30pm
Quarterly – First Tuesdays
*April, July, October, January
(January is annual meeting)
7 – 8:30 pm
If The Forge is forced to dissolve due to unfortunate circumstances, court order, or planned dissolution, the remaining assets and funds of The Forge will be dispersed to a 501(c)(3) organization with similar purpose, as determined by the Executive Committee.
The Forge Community Norms
When problems arise, as they do in any community, all Members are encouraged to maturely cooperate in a responsible and respectful manner to address everyone’s concerns as best as possible. The Forge Membership has adopted the following specific guidelines to set common expectations that are agreeable to the greatest number of our Members. Any violations of these guidelines should be reported immediately to an officer. Egregious or repeated violations of these rules can and will result in suspension or revocation of Membership. (See section on suspension and Member ban.)
Safety is THE highest priority. Follow all Shop Safety Rules (below) and maintain security of the space (see later in this document). Safety is a level hierarchy, meaning that anyone can point out a safety hazard to anyone else, regardless of their experience, so long as it is done in a constructive manner. If you see something or someone presenting a safety hazard, do or say something about it (at least let an officer know); don’t assume someone else knows or will take care of it. We are safer if we are all looking out for each other.
Contribute to the community. The building, tools and equipment are important features of The Forge, but just as important are the friendships, collaboration and relationships between Members. All are encouraged to help others with their skills, knowledge and advice. Consider sharing your skills in semi-formal seminars and workshops. Consider being a Department Head, responsible for overseeing some aspect of Forge operations. During each visit, make an effort to clean or organize something, leaving the space better than when you arrived. If you are a Community Member, you are required to help out around the space twice per month. You can fulfill this requirement by either cleaning, teaching, volunteering for an event, or giving tours during open office hours. 3 hrs per month is the minimum time requirement.
Don’t be a jerk.
Everyone is entitled to their opinion, expression of said opinion, and calm debate of opinions. Just because you do or don’t like it, doesn’t mean anyone else has to share the same view.
Every Member is welcome to use the space even if you don’t like them. Try to make friends, chances are you’ll realize you were the one with dislikable qualities.
No yelling. We don’t care if you’re angry, work it out like an educated adult.
Be welcoming to all. Sexist and racist remarks or behavior is forbidden.
Sexual harassment is FORBIDDEN and the accusation of such will result in immediate officer investigation.
If you are witness to any incident involving 4 or 5, please, make a note of the date, time, and the individuals involved, so we can follow through with a prompt investigation.
Clean up after yourself, and in the event someone else doesn’t follow this rule, please clean up after them too. All Members are expected to clean up after themselves, however if someone forgets to it is appreciated when other Members help out.
Don’t leave your stuff around. This applies in the collaborative spaces as well as the workshop. Leaving your belongings or half-finished projects occupying valuable table, workbench or living space inconveniences others and limits the usability of the facility. Be considerate of others.
Keep the HVAC controls or thermostat settings within the posted settings. The officers have determined those to achieve a balance between energy efficiency, cost savings and Member comfort.
Respect other Members utilizing the space. Headphones are the preferred method of listening to audio. However if the collective Members in the space agree to open music, keep it at a reasonable level. Occupy only the space you need and share space with other Members.
Pornography is strictly prohibited.
Downloading or uploading pirated or illegal material while on The Forge network is prohibited.
Drugs illegal in the state of North Carolina are prohibited.
Smoking is permitted only in the designated smoking area off the back porch.
The following policies are specific to the collaborative space (also known as the “soft space”) and all indoor and outdoor non-shop areas on Forge property:
Use of the digital projector and screen are for sanctioned events unless first approved by an officer.
Please reserve a space either using the Forge shared reservation calendar and posting on slack.
Gaming is allowed in moderation, and only if not disturbing other Members.
Alcohol consumption is acceptable in moderation. Don’t go getting schloberknockered, this isn’t a pub, the pub is next door. If you’re too drunk to drive then ask for a ride home or someone to call you a cab. You have no reason to be at the space while drunk.
Food left in the refrigerator without a name and date may be thrown away at any time. Items left longer than a week will be disposed of. A permanent marker and masking tape are provided at the fridge to facilitate labeling.
Temporary storage of materials and equipment is permissible. However, they must be placed out of the way of usual workspace, and can only be stored for up to 7days for free. Any materials or projects stored for a longer period must be stored in designated spaces or have a rental sticker attached. Ask staff or visit your member portal for more info on stickers, lockers, cubes, and totes.
The Forge thrives on the interaction of its Members. The free exchange of ideas, improvements, techniques, and processes is a fundamental benefit of The Forge community. Protection of intellectual property rights (of our Members, of our community, and of other persons) is also an important feature of any operation. Each Member understands that it is his/her own decision whether to divulge any information regarding a Member’s ideas, designs, processes, and the like and that each Members does so, or does not do so, voluntarily. Each Member is responsible for the protection of their own intellectual property of whatever nature, and each Member agrees that The Forge has no responsibility to protect any Members’ intellectual property and no liability with respect to any Member’s intellectual property.
Each Member agrees that while at The Forge or using any of the Forge’s resources they will not knowingly infringe any intellectual property rights of another Member or any third party, and if advised that any Member activity does infringe any such rights the Member will immediately cease the infringing activity. No equipment, space, computers, or other resources of The Forge will be used in any way to infringe the intellectual property rights of others (including, specifically, the counterfeiting or duplication of any third-party’s products or designs).
Shop Safety Rules
The Forge has adopted these guidelines for those who currently, or might in the future, use power tools and heavy machinery while at The Forge. These guidelines DO NOT serve as a replacement for formal training in lab techniques or shop safety. Only trained personnel should use shop equipment after they have been trained by their supervisor. Failure to follow proper handling precautions can result in serious injury or death. Any violations of these rules should be reported immediately to an officer. Violations of these rules can and will result in suspension of Membership, or being banned entirely. See section on suspension and Member ban.
Never Use a Machine If You Are NOT Trained – Always Get Training Before Operating Any Machinery. You must attend general safety training and specific training on the machine or area you intend to use. If you are unfamiliar with a particular tool or instrument, do not use it until you are properly trained on its usage. If you are interested in using a piece of equipment, and no workshop is being offered in the immediate future, contact a section head or officer for individual training. A competency test, including verbal description of equipment operation and hands on description, can replace workshop/training requirements. All members must complete both a written and physical assessment before operating any equipment in our space. If equipment is damaged due to negligent use, the responsible individual or individuals will be responsible for repairs.
Use the “Buddy System.” At least two adults must be in the shop when designated power tools or equipment are being used. Working alone is not a safe habit. See equipment tags for specific requirements.
Be Sober and Smart. This includes when you are sick, too tired, stressed or hurried to work carefully or on medication that could make you drowsy. Never use a machine when impaired in any way.
If You Cannot Do The Job Safely – Just Don’t Do It. There are limits to what we can build here, and how safely you can do it in hurry.
Wear Closed-Toe Shoes in the Shop Tools, chips and fixtures are sharp, and often hot. Shoes will help protect your feet from injury. Leather shoes are preferred when welding.
Always Wear Appropriate Safety Glasses or Goggles When Working With or Cleaning Tools. Prescription glasses with plastic lenses must meet ANSI Standard Z87.1 for safety.
Always Remove or Secure Anything That Might Get Caught in Moving Machinery. Long hair, necklaces, drawstrings, ties, ID badge lanyards, jewelry, loose clothes, watches, bracelets or rings – all may get caught in tools, resulting in serious injury or death.
Always Keep Your Hands At a Safe Distance From Sharp Tools. Make sure that nothing that you do will cause you to be cut.
Dust, Chemicals and Smoke Can Be Dangerous to Your Health, so Work in Well-Ventilated Areas, Minimize Contamination and Use Appropriate Protective Equipment (PPE). A dusty and smoky environment is unsafe. Ensure the shop is well ventilated and appropriate PPE is used when working with machines.
Seek Help if You Need it. Always ask if you’re unsure about the safe operation of a tool or any aspect of a job. Have a section head check the tool or work with which you are unfamiliar. Exercise common sense and clarify before starting work
Always Clean Up After Yourself. Before you leave your work site all tools must be returned to the toolbox, the machine cleaned and wiped down and the floor swept. Don’t leave your work area in a mess.
Never Remove Safety Guards – They are Present For a Reason You must ensure that safety guards are in place on moving parts before you start working.
Never Wear Gloves While Using Rotating Equipment. Gloves can get entangled in rotating machine parts resulting in serious injuries.
Report Broken or Damaged Tools or Abnormal Equipment. Broken parts or equipment can result in serious injuries and delays. Make sure you tag the broken or damaged equipment with your name, the date, and time, unplug it, and inform the relevant Department Head to get it repaired. To submit an equipment discrepancy report use your Membership login and click “Helpdesk.” If you can fix it, submit a helpdesk ticket and suggest your repair action, the Officers will approve or deny the request.
Only Make Adjustments to a Machine When it is Off.
Before making non-routine adjustments always talk to the appropriate department head for permission. Make sure you are competent. Ensure power is off, equipment is properly locked out and safety devices are in place.
Get Approval from the Section Head before You Modify, Change, or Repair Any Equipment.
We encourage community support and Membership taking initiative, but it’s important to note Members are unauthorized to make any modifications to equipment without prior approval. We do this to ensure the integrity of equipment and safety of others.
Access, Security and HVAC
24/7 access to The Forge is controlled via a security system and access key cards. It is the responsibility of all Forge Members to maintain a reasonably secure facility. Members should report any security violations or security concern to the officers. Doors shall not be propped open for more than a brief period (for example, to allow load-in or load-out of large items or equipment) unless previously approved by an officer.
Members MUST arm the security system if they are the last one to leave the building. Prior to exiting the building Members should check all common areas, lavatories, and the deck area for other Members. If no Members are present, the security system should be armed using the “Away” button. Also, to conserve energy and dollars, turn out lights before you leave or if no one is occupying the room.
Turn off all lights.
On the alarm system panel, hit the AWAY button.
Exit the door within 60 seconds. Double-check that the door is secure from the outside.
Each Member is given an ioProx access card and it is their sole responsibility to maintain their card. In the event of a lost or stolen access card, Members will follow the lost or stolen access card procedure outlined below. Failure to follow this procedure is considered a grievous violation of security. We understand Members might forget to arm the system, if that’s the case contact an officer to arm remotely.
Lost or Stolen Access Card Procedure
Notify an officer of card loss IMMEDIATELY.
Assuming the card is not recovered, request replacement card from the President or Vice President. Another deposit of $5 will be required and previous deposit will be forfeited.
Members are not permitted to allow use of their access card by any other person, whether or not a Member.
Due to the relaxed nature of the collaborative space there is no clearly defined dress code. It is expected of all Members, and guests of Members, to wear clothing accepted by the group as decent. In other words, if you wouldn’t wear it out in public, or your momma would shame you, don’t wear it. For health reasons a shirt and shoes are required.
While in the shop area the following must be worn:
Closed-toe shoes or boots
Shirt with minimum of “T” sleeve. Pants, by the way, are also required.
ANSI Standard Z87.1 certified safety glasses while near equipment in operation
Suspension and Ban
In the event a Member or guest violates any rules contained herein, they will be counseled respectfully by an officer. If the violation continues or is repeated, the Member can be suspended and, after a review, potentially banned.
A suspension is defined as a timed prohibition from the premises of The Forge. Suspensions are temporary, used to remind Members of rules, and should be treated as a learning experience. The duration of a suspension is determined by a majority agreement by The Forge officers. A ban is defined as an official and/or legal prohibition from the premises of The Forge. Any person or persons caught on premises after being officially banned shall be subject to criminal trespass charges. A ban is permanent and can only be lifted by majority vote of BOTH Membership and officers.
Any officer is permitted to suspend a Member, following which a meeting of the officers will determine the length of the suspension or, if the violation is of a serious nature or is part of a continuing pattern, a possible ban.
In the event that an officer is not available, and a rules violation involves an issue of safety, any Member may suspend another. An officer must be notified immediately; a list of officer contact information will be posted in the space.
In the event of a ban, Membership dues already paid to the end of the current month are forfeited. Any prepaid year Membership fees, prorated, will be refunded to the former Member. A banned Member will immediately leave the premises, and may contact an officer to recover any personal effects or loaned equipment.
The purpose behind our Guest Policy is to enhance Member services to current Members who are encouraging a friend to join and make reasonable accommodations for Members of other hackerspaces/makerspaces traveling in our area.
Any Member may bring a small number of guests into The Forge for the purposes of a brief, simple tour or show-n-tell, with no fee. Such visitors must be with the Member at all times as they tour the building, not disrupt the activities of other Members, and not use any tools or equipment.
If a Member desires to bring a guest who will actually utilize our facilities, the following policies apply: Members 18 and older may bring ONE guest, also over the age of 18, as long as they sign a liability waiver and potential Member information card upon entering. Potential Members may visit a maximum of 2 times or at the discretion of an officer. Out-of-town guests may pay a daily guest fee while in town visiting a Forge Member. Out-of-town guests may visit a maximum of 5 times or at the discretion of an officer. Though we will not require a guest pass it is expected the Membership will obey these rules. An out of town guest is defined as a guest who lives outside a 60 mile radius of The Forge premises.
All guests must be accompanied by a sponsoring The Forge Member and sign the waiver prior to entering any Member area. The price for a guest visit, other than to tour the space, is $5. Guest fees are paid via our online Membership software.
Guests who are Members of another hackerspace/makerspace will receive a day guest pass for $5 and must show a valid Membership card from their Hackerspace/makerspace. Limit 3 visits per month.
Any “tagalong” under the age of 18 MUST be over the age of 8, accompanied by a parent or guardian at all time, and have a liability waiver signed by said parent or guardian. Members may not bring siblings, friends, or other person(s) under the age of 18 unless acting as their legal guardian. We encourage parents to share The Forge with their family, but we are not a daycare and any abuse of this privilege will not be tolerated. All other guest policy rules, regulations, and pricing apply to family Members. A family may purchase a family Membership entitling them to bring one “tagalong” of immediate relation under the age of 18. Tagalong Members are permitted in the soft space, if respecting other Members and their use of the space, and the hard space only for using “tagalong approved” equipment. For a list of tagalong approved equipment contact the officers or section heads. Equipment NOT authorized for tagalong use will be clearly marked using a label maker or other high visibility method.
Training Program and Equipment Certification
Safety is the number one priority – not the project, not a deadline. To foster safety, we need to know that every person using each piece of equipment is knowledgeable in its use, adjustments, limitations, and potential hazards. Besides enhancing personal safety, such knowledge helps ensure the tool itself is not damaged and is available for all to use.
Each tool will have posted nearby:
A list of qualified trainers.
A sign reminding everyone of potential hazards associated with that tool.
Training requirements on each tool will depend on its nature, complexity and risks. Simple tools may only require a brief conversation (e.g. a Dremel tool); complex and/or dangerous tools (e.g. a metal lathe) may essentially require a course, complete with tests that must passed to earn certification. A qualified trainer may use a demonstration of competency to replace a formal workshop, at the discretion of the said trainer.
Training, certification records, equipment manuals, and prior workshops are located on our web server in The Forge Training and Certification System. All Members are eligible to attend the online courses and complete a physical demonstration of competency in replacement of workshop attendance.
Appendix 1: Forge Greensboro Bylaws
AMENDED & RESTATED BYLAWS
OF FORGE GREENSBORO
A North Carolina Nonprofit Corporation
TABLE OF CONTENTS TO BYLAWS OF FORGE GREENSBORO
Article I - NAME, OFFICES AND PURPOSE....................................................................... 1
Section 1. Prior Bylaws. These Amended & Restated Bylaws supersede and replace entirely any prior bylaws of the corporation, and any and all amendments thereto.
Section 2. Name; Trade Names. The name of the corporation shall be FORGE GREENSBORO, hereinafter referred to as the “corporation.” The corporation may have such trade names and assumed names as the Board of Directors may determine in its discretion, in accordance with applicable law. Any assumed names shall be registered as required by applicable law. The corporation will have as an initial assumed name “The Forge” and has registered such assumed name with the Guilford County Register of Deeds as of the effective date of these Bylaws. The Board of Directors may elect to change the name of the corporation in its discretion.
Section 3. Principal Office. The principal office of the corporation shall be located at 115 W. Lewis St., Greensboro, NC 27406. The registered office of the corporation shall be as reflected in the Article of Incorporation, as amended from time to time.
Section 4. Other Offices. The corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may from time to time determine.
Section 5. Purposes. The purpose of the corporation is:
(A) To operate exclusively for charitable, educational, religious and scientific purposes within the meaning of Sections 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provisions of any future United States Internal Revenue laws, (the “Code”);
(B) To engage in any lawful activity for which corporations may be organized under Chapter 55A of the General Statutes of North Carolina so long as the corporation does not engage in any activity or activities not in furtherance of one or more tax exempt purposes as contemplated in Section 501(c)(3) of the Code; and
(C) To (i) Acquire and maintain a collaborative workspace for communal use by all Members; (ii) Foster a creative, collaborative environment for experimentation and development in technology and art; (iii) Interact with the local community that our space is situated in through education and cultural participation; (iv) Share our developments and ideas with the world at large; (v) Facilitate communication with other spaces and colleagues nationally and internationally; and (vi) Invite experts and other creative individuals to share their ideas and projects.
Article II - MEMBERS
Section 1. Qualification and Number. The Members of the corporation shall consist of such individuals as may from time to time be elected to Membership. The number of Members shall be unlimited, subject to the Membership Policy of the corporation as in effect from time to time. The qualifications, dues, and process required for Membership shall be set by the Board of Directors in a Membership Policy, which may be amended from time to time. Membership shall not be assignable or transferable.
Section 2. Election. Members shall be admitted in accordance with the Membership Policy adopted by the Board of Directors, as may be amended from time to time, or in the absence of such policy by the Executive Committee of the Board of Directors.
Section 3. Resignation. A Member may resign from Membership in the corporation at any time by giving notice of the resignation in writing addressed to the President or the Secretary, or by presenting a written resignation in person at an annual or special meeting of Members.
Section 4. Removal. Members may be removed from Membership by action of the Executive Committee for any reason or no reason.
Section 5. Corporate Records. A Member is entitled to inspect and copy the records of the corporation to the maximum extent required by Chapter 55A of the General Statutes of North Carolina, upon making a written request five days in advance of the date of inspection.
Article III - MEETINGS OF MEMBERS
Section 1. Annual Meeting. The annual meeting of Members shall be held in the month of January of each year for the purpose of electing Directors of the corporation in accordance with these Bylaws, and for the transaction of such other business as may be properly brought before the meeting. If the annual meeting shall not be held as designated by these bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article III. A meeting so called shall be designated and treated for all purposes as the annual meeting.
Section 2. Regular and Special Meetings. Regular meetings of the Members shall take place at a time and place established by Board or the Members, not less than once per month. A special meeting of the Members may be called at any time by the President or the Directors, and shall be called by the Secretary upon the written request of persons representing at least 10 percent of the votes of the Members entitled to be cast on any issue to be considered at the special meeting.
Section 3. Place of Meeting. All meetings of Members shall be held at the principal office of the corporation, or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or agreed upon by a majority of the Directors at the time in office or a majority of the Members entitled to vote at the meeting.
Section 4. Notice of Meetings. Notice by any usual means of communication, including by electronic means, stating the time and place of the meeting, and in the case of a special meeting, briefly describing the purpose or purposes thereof, shall be sent not less than ten days and not more than sixty days before the date of the meeting to each Member. It shall be the primary responsibility of the Secretary to give such notice, but it may be given by or at the direction of the President or other persons calling the meeting. Attendance by a Member at a meeting shall constitute a waiver of notice, except where a Member attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.
Section 5. Quorum. Members representing at least one-third (1/3) of the total number of Members, represented in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the Members.
Section 6. Voting. Each Member shall be entitled to one vote, which may be cast in person or by proxy. A proxy shall be in writing signed by the Member or a duly authorized attorney-in-fact and filed with the Secretary prior to the commencement of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. If a proxy confers authority upon two or more persons and does not otherwise provide, a majority of them present at the meeting, or if only one is present then that one, may exercise all the powers conferred by the proxy. Unless a proxy otherwise provides, any proxy holder may appoint in writing a substitute to act in the proxyholder’s place.
Section 7. Manner of Acting. Except as otherwise provided by law or in the bylaws, the act of the majority of the Members present at a meeting at which a quorum is present shall be the act of the Members.
Section 8. Action Without Meeting. Any action which the Members could take at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the persons who would be entitled to vote upon such action at a meeting, which consent shall be filed with the Secretary of the corporation as part of the corporate records.
Section 9. Fixing Record Date. For the purpose of determining the Members entitled to notice of or to vote at any meeting of Members or in order to make a determination of Members for any other purpose, the Board of Directors may fix in advance a date as the record date for the determination of Members. The record date shall be not more than 70 days before the meeting or action requiring a determination of Members. A determination of Members entitled to notice of or to vote at a Members’ meeting shall be effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. If no record date is fixed, Members at the close of business on the business date preceding the day on which notice is given shall be entitled to notice of the meeting and Members on the date of the meeting who are otherwise eligible to vote shall be entitled to vote at the meeting. If no record date is fixed for an action requiring a determination of Members, Members at the close of business on the day on which the board adopts the resolution relating to such action, or the sixtieth day prior to the date of such action, whichever is later, are entitled to such rights. If no record date is fixed for action without a meeting, the record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a consent to the action taken. An alphabetical list of the names and addresses of the Members entitled to notice shall be prepared and made available for inspection by any Member.
Article IV- BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the corporation shall be managed by the Board of Directors in accordance with the provisions of applicable law, the Articles of Incorporation, and these bylaws.
Section 2. Number, Term and Qualification. The number of directors of the corporation shall be not less than three (3), nor more than fifty (50). The initial Board of Directors shall be 13. The Members at any annual meeting may by resolution fix the number of Directors to be elected at the meeting; but in the absence of such resolution, the number of Directors elected at the meeting shall constitute the number of Directors of the corporation until the next annual meeting of Members, unless the number is changed by action of the Members or Directors. Each Director shall hold office for a term of two (2) years, unless earlier removed or resigned in accordance with these bylaws, and until a successor is elected and qualified. Directors need not be residents of the State of North Carolina. Notwithstanding anything in these Bylaws to the contrary, each of Andy Zimmerman and Joey Adams shall be entitled to be directors so long as they are a Member (each being a “Designated Director” and collectively, the “Designated Directors”), and shall retain their Director position unless and until they are no longer eligible or until they elect to resign from such position.
Section 3. Election of Directors. Other than the Designated Directors, Directors shall be elected at any annual meeting of the Members or at a special meeting of the Members of which notice of the purpose to elect one or more Directors has been duly given. The election of Directors shall be a part of the order of business of each annual meeting of the Members. The process of election of Directors shall be determined by the Board or by a nominating committee (if one shall be convened)
Section 4. Resignation. A Director may resign at any time by giving notice of the Director’s resignation in writing addressed to the President or the Secretary, or by presenting a written resignation in person at an annual or special meeting of Directors.
Section 5. Removal. Directors may be removed from office at any time with or without cause by the Members by the vote that would be required to elect the Director to the Board of Directors. If a Director is removed, a new Director may be elected to fill the vacancy at the same meeting.
Section 6. Vacancies. A vacancy occurring in the Board of Directors may be filled by a majority of the remaining Directors (but not less than two) at any regular meeting or special meeting of the Board or may be filled by the Members.
Article V - MEETINGS OF DIRECTORS
Section 1. Annual Meeting. The annual meeting of the Board of Directors shall be held at a date and time established by the Board of Directors each year for the purpose of electing officers of the corporation and the transaction of such other business as may be properly brought before the meeting. If the annual meeting is not held as designated by these bylaws, a substitute annual meeting may be called by or at the request of the Board of Directors, and such meeting shall be designated and treated for all purposes as the annual meeting.
Section 2. Regular and Special Meetings. Regular meetings of the Board of Directors shall be held no less frequently than quarterly. Special meetings of the Board of Directors may be called by or at the request of the Chair of the Board, the President or any two Directors.
Section 3. Place of Meetings. Meetings of the Board of Directors may be held at the principal office of the corporation or at such other place, either within or without the State of North Carolina, as shall either (i) be designated in the notice of the meeting or (ii) be agreed upon at or before the meeting by a majority of the Directors then in office.
Section 4. Notice of Meetings. The Secretary or other person or persons calling a meeting for which notice is required shall give notice by any usual means of communication, including by electronic means, at least five days before the meeting. Unless otherwise indicated in the notice, any and all business may be transacted at a meeting of the Board of Directors. Attendance by a Director at a meeting shall constitute a waiver of notice, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.
Section 5. Quorum. Directors constituting a majority of all directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business at a meeting of the Board of Directors.
Section 6. Manner of Acting. Except as otherwise provided by law or in the bylaws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 7. Action Without Meeting. Action taken by a majority of the Directors or Members of a committee without a meeting is nevertheless Board or committee action if written consent to the action in question is signed by all of the Directors or of the Members of the committee, as the case may be, and filed with the minutes of the proceedings of the Board or committee, whether done before or after the action is taken.
Section 8. Meeting by Conference Telephone. Any one or more Directors or Members of a committee may participate in a meeting of the Board or committee by means of a conference telephone or similar communications device which allows all Directors participating in the meeting to simultaneously hear each other during the meeting, and such participation in a meeting shall be deemed presence in person at such meeting.
Article VI - COMMITTEES
Section 1. Executive Committee. The Board of Directors shall have an Executive Committee, which shall have and may exercise the authority of the Board in the management of the business and affairs of corporation during intervals between meetings. Vacancies in the Membership of the Executive Committee shall be filled by action of the Board of Directors at a regular meeting or at a special meeting called for that purpose. The Executive Committee shall prepare minutes of its proceedings which shall be kept with the records of the corporation. The Executive Committee shall report to the Board of Directors on action taken. The Executive Committee shall consist of not less than three (3) nor more than nine (9) Members. Members of the Executive Committee must be Directors of the corporation, and shall serve terms of two (2) years without limitation on the number of terms they may serve. The Designated Directors shall be Members of the Executive Committee so long as they are Designated Directors.
Section 2. Standing or Other Committees. Standing or other committees having two or more Members may be designated by a resolution adopted by a majority of the number of Directors then in office. Vacancies in the Membership of such committees shall be filled by appointment made in the same manner as provided in the case of the original appointment.
Section 3. Committee Authority. No committees of the Board (including the Executive Committee) shall be authorized to take the following actions:
(A) Authorize distributions to or for the benefit of the Members, Directors or officers;
(B) Recommend to Members or approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of the corporation’s assets;
(C) Elect, appoint or remove directors, or fill vacancies on the Board of Directors or on any of its committees, or
(D) Adopt, amend, or repeal the Articles of Incorporation or bylaws.
Article VII - OFFICERS
Section 1. Titles. The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may (but need not) also elect an Executive Vice President, one or more additional Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers, and such other officers as it shall deem necessary. Except as otherwise provided in these bylaws, the additional officers shall have the authority and perform the duties as from time to time may be prescribed by the Board of Directors. Any two or more offices may be held by the same individual, but no officer may act in more than one capacity where action of two or more officers is required.
Section 2. Election and Term. The officers of the corporation shall be elected by the Board of Directors at the annual meeting. Each officer shall hold office until the next annual meeting and until a successor is elected and qualifies.
Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the corporation will be served, but removal shall be without prejudice to any contract rights of the individual removed.
Section 4. Resignation. An officer or agent may resign at any time by communicating such resignation to the corporation. A resignation is effective when it is communicated unless it specifies in writing a later effective date.
Section 5. Vacancies. Vacancies among the officers may be filled and new offices may be created and filled by the Board of Directors.
Section 6. President. The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall supervise and control the management of the corporation in accordance with these bylaws. In default of a Chair of the Board, the President shall preside at meetings of the Board of Directors. The President shall sign, with any other proper officer, instruments which may be lawfully executed on behalf of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution shall be delegated by the Board of Directors to some other officer or agent. In general, the President shall perform all duties incident to the office of President and such other duties as may be assigned by the Board of Directors from time to time.
Section 7. Vice Presidents. The Vice Presidents shall exercise the powers of the President during that officer’s absence or inability to act. Any action taken by a Vice President in the performance of the duties of the President shall be presumptive evidence of the absence or inability to act of the President at the time the action was taken. The Vice Presidents shall have such other powers and perform such other duties as may be assigned by the Board of Directors.
Section 8. Treasurer. The Treasurer shall have custody of all funds and securities belonging to the corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors; provided, that the Board may appoint a custodian or depository for any such funds or securities, and the Board may designate those persons upon whose signature or authority such funds may be disbursed or transferred. The Treasurer shall in general perform the duties incident to the office and such other duties as may be assigned from time to time by the President or the Board of Directors.
Section 9. Assistant Treasurers. Each Assistant Treasurer shall have such powers and perform such duties as may be assigned by the Board of Directors, and the Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability to act.
Section 10. Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of the Board of Directors and shall give all notices required by law and these bylaws. The Secretary shall have general charge of the corporate books and records and of the corporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it. The Secretary shall sign such instruments as may require the signature of the Secretary and in general shall perform all the duties incident to the office of Secretary and such other duties as may be assigned from time to time by the President or by the Board of Directors.
Section 11. Assistant Secretaries. Each Assistant Secretary shall have such powers and perform such duties as may be assigned by the Board of Directors, and the Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability to act.
Article VIII - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. General Policy. It shall be the policy of the corporation to indemnify to the maximum extent permitted by Chapter 55A of the General Statutes of North Carolina any one or more of the Directors, officers, employees, or agents and former Directors, officers, employees or agents of the corporation, and persons who serve or have served at the request of the corporation as directors, officers, partners, trustees, employees or agents of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, against judgments, penalties, settlements and other liabilities incurred by them in connection with any pending, threatened or completed action, suit or proceeding, whether civil, criminal, investigative or administrative (a “proceeding”) and against reasonable costs and expenses (including attorneys’ fees) in connection with any proceeding, where such liabilities and litigation expenses were incurred incident to the good faith performance of their duties.
Section 2. Use of Corporate Funds. The corporation may advance expenses in connection with any proceeding to any such person in accordance with applicable law. The use of funds of the corporation for indemnification or for the purchase and maintenance of insurance for the benefit of the persons designated in Section I of this Article shall be deemed a proper expense of the corporation.
Article IX - GENERAL PROVISIONS
Section 1. Electronic Transactions; Waiver of Notice. In accordance with the Act, the corporation may conduct any transaction or transactions (including, without limitation, meetings and votes of Members, Board of Directors, and committees) by electronic means, and this provision shall constitute the agreement by the corporation, the Members, and Directors to the conduct of transactions by electronic means. The Board of Directors or Executive Committee shall establish the method(s) by which such electronic transactions shall be conducted, with key aspects of such method(s) being the ability to clearly transmit the action being taken to the recipients and to clearly document the action by each recipient (e.g., voting), including objective identification or authorization of such recipient to take such action (e.g., as by using unique identifiers or identification numbers). A record of all such electronic transaction shall be maintained in the corporate records to the same extent as non-electronic transactions by the corporations.
A Director or other person entitled to receive a notice required to be given under the provisions of these bylaws, the Articles of Incorporation or by applicable law, may waive such notice by signing a written waiver, whether before or after the date and time stated in the notice. The waiver shall be filed with the minutes or corporate records. A Director’s attendance at or participation in a meeting waives any required notice to that Director of the meeting unless the Director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Section 2. Checks. All checks, drafts or orders for the payment of money shall be signed by the officer or officers or other individuals that the Board of Directors may from time to time designate.
Section 3. Bond. The Board of Directors may by resolution require any or all officers, agents or employees of the corporation to give bond to the corporation, with sufficient sureties, conditioned upon the faithful performance of the duties of their offices or positions, and to comply with such other conditions as may from time to time be required by the Board.
Section 4. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 5. Fiscal Year. The fiscal year of the corporation shall be the period ending on December 31 of each year.
Section 6. Conflict of Interest. A Director shall inform the Board of Directors of any direct or indirect conflict of interest which the Director has with regard to any transaction contemplated by the Board of Directors (a “Conflict of Interest”). A Conflict of Interest shall exist in Board actions including, but not be limited to, actions concerning a transaction:
(i) in which the Director has a material financial interest, or
(ii) in which the Director is presently serving as a director, trustee, officer or general partner of another party.
Pursuant to the provisions of Section 55A-8-31 of the General Statutes of North Carolina, the director with a Conflict of Interest may participate in the discussion, but may not vote on the transaction. The transaction is authorized, approved, or ratified by the vote of a majority of the directors in office who have no Conflict of Interest (which must be more than one Director) and when a majority of Directors who have no Conflict of Interest so vote, a quorum is deemed to be present at the meeting for purposes of that vote.
Section 7. Amendments. These bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the entire Board of Directors at any annual, regular or special meeting of the Board; or by a majority of the Members present at any meeting at which a quorum is present provided, that notice of the meeting shall have been given which states that the purpose or one of the purposes of the meeting is to consider a proposed amendment to the bylaws and includes a copy or summary of the proposed amendment or states the general nature of the amendment. Such notice may be waived as provided in these bylaws.