Purpose of the Company

Objective of UnLondon is to help its members execute projects that engage, challenge and embrace new ideas related to new technologies and social platforms through the education and entertainment of the membership and the community-at-large.

Members can bring a project (conference, party, lecture, concert, class, campaign) to the board for approval with a written proposal and two other members support for approval by a vote. Must have 2 of 3 to get accepted.

Name, Information, and Interpretation

1. The name of the corporation shall be UnLondon (Inc., LTD -???) as indicated on the Letters Patent with the corporation number XXXXXXX.
2. The address of the corporation is 999 Colip Circle,
3. For the purposes of these bylaws, the term UnLondon shall refer to the corporation. The term UnLab shall refer to the physical space at.
4. The address of the corporation can be changed only by amendment of these bylaws and not otherwise.

Board of Directors

1. The Board of Directors is made up of members elected by the organization’s membership to oversee the management of the corporation.
2. The Board of Directors shall serve without pay and consist of no less than 3 members.
3. The duties of the Board shall include:
1. Upholding and advancing the principles of the corporation.
2. Being responsible for the legal, contractual, and financial affairs of the corporation.
4. Members of the Board shall have been members of the corporation for a minimum of six consecutive months before they are eligible.
5. Members of the Board will be elected by the membership by secret ballot.
6. Board members shall serve terms of two years.
7. Board members shall be removed from the board:
1. if at a special general meeting of members, a resolution is passed by two-thirds (2/3) of the board and not opposed by two-thirds (2/3) of the members present that he or she be removed from office;
2. if the board member misses two consecutive board meetings without justification;
3. if a board member has resigned from office by delivering a written resignation to the secretary of the corporation;
4. if he or she is found by a court to be of unsound mind;
5. on death;
8. Members of the Board shall see that all necessary records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.
9. If a vacancy on the Board occurs within 3 months prior to a general meeting, no by-election is necessary, otherwise one will be held within three months of the seat being vacated.
10. The Board may take action on urgent items without a meeting given unanimous signed consent.
11. An election shall be called, and a nomination committee shall be formed no less than six weeks prior to the vote.
12. All nominations for a member of the Board Of Directors must be made to the nomination committee no later than four weeks prior to the vote.
13. The nomination committee shall provide a list of all selected nominees no later than two weeks prior to the vote.

Officers

1. The officers of the corporation are members who are responsible for specific duties relating to the running of the corporation. They are appointed by and accountable to the board of directors.
2. The officers of the corporation shall consist of a President, Secretary, Treasurer, and Operations Manager nominated by the Board, as well as any other officers determined by the Board.
1. President: chairs board meetings (if they are a director), responsible for public-facing communication (ex. info@, irc channel), appoints people to non-officer roles, and prepare reports on everything aside from finances to the board at least monthly
2. Secretary: takes minutes at meetings, responsible for other internal communication (ex. wiki and mailing lists)
3. Treasurer: keep record of the organization’s budget, accept membership fees, pay bills, files taxes, and prepare financial reports to the board at least monthly
4. Operations Manager: responsible for managing the physical space, safety and security, and the membership database
3. Officers will serve a term of one year, renewable by appointment of the board of directors.
4. Officers may be appointed by the board from among the members (including board members) in good standing and must maintain their good standing in order to remain officers.
5. Officers may be removed by the Board at any time, with or without cause.
6. Officers may resign at any time by giving written notice to the Board, the President, or the Secretary.
7. Vacancies of officers:
1. Any vacancy of an officer’s position shall be filled by the Board of Directors within 3 months.
2. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy.
3. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
8. Banking will be carried out on a two-to-sign basis, with the treasurer and any other officer signing.
9. Officers may be granted releif of membershp dues by two-thirds decision of the board.

Members

1. Membership in the organization confers certain rights and responsibilities as laid out in the Membership Policy Documents.
2. Membership is by invitation from one existing member of more than six months or by special invitation from the board of directors.
3. Approval of a new member is subject to the requirments as laid out by the Membership Policy Documents.
4. For insurance and safety purposes, potential members may be subject to a background check.
5. The cost of membership is determined by the board.
6. Applicable Membership dues are payable on the 15th of the month for the subsequent month.
7. Membership shall be limited to persons interested in furthering the interests and objectives of the organization.
8. Members may resign by written notice to the Secretary, or by not paying dues.
9. Upon resignation, members will be removed from the access list for the door, and unsubscribed from the member email list. They may remain on the discussion list if they so choose.
10. A 2/3 majority of the board can vote to suspend the membership of a member, pending review, at which time the suspended member's access to the space will also be denied until the resolution of the review.
11. The organization reserves the right to limit membership.

Committees

1. The Board may appoint standing and ad hoc committees as needed.

Meetings

1. Regular meetings of the membership shall be held on a quarterly basis to keep the members involved and informed in ongoing decisions involving the corporation.
1. Announcements regarding changes to meeting date, time, or venue shall be made to the entire membership with a minimum of 48 hours notice.
2. Meetings of the Board shall be held twice a year and additionally as requested by two or more members of the board.
1. Announcements regarding changes to meeting date, time, or venue shall be made to the entire board with a minimum of 48 hours notice.
2. The agenda for board meetings shall be distributed 48 hours in advance.
3. Board meetings will be open to the general membership except for agenda items deemed confidential by 2/3 of the board and held in camera.
4. All open board meeting shall also be streamed to the membership via the Internet and held for archive, viewable via a password-protected Website on-demand by the membership.
5. Decisions will be by made by general consensus confirmed by vote.
6. Quorum is a majority of the board.
7. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
3. Annual General Meetings of the Membership exist in order to comply with legal requirements, elect new board members and auditors, go over the financial records of the organization, update the bylaws, and make any other decisions which require the input of most of the membership.
1. Notice of the meeting will be posted in the Lab and sent to the entire membership with a minimum of thirty days notice.
2. The agenda for the meeting will be distributed to the membership 48 hours in advance, including any specific amendments proposed to the bylaws.
3. If a member misses the meeting despite the best efforts of the board to give notice of the meeting, this shall not invalidate the results of the meeting.
4. Decisions will be by made by simple majority confirmed by vote, except for changes to bylaws which must be passed with two-thirds majority of the board.
5. Quorum for the meeting shall be 10 members or 20% whichever is less.
6. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
4. Special General Meetings of the Membership are subject to the same provisions as the Annual General Meeting and may be held at any time when called for by the Chair or a majority of Board members.

Auditors

1. The first auditor will be appointed by the directors.
2. At each annual general meeting the members shall appoint an auditor to hold office until the auditor is re-appointed or a successor is appointed at the next annual general meeting.
3. The Board shall appoint an auditor if the one appointed by the members resigns or is removed.
4. An auditor may be removed by ordinary resolution.
5. An auditor must be promptly informed in writing of the auditor’s appointment or removal.
6. A director or employee of the corporation must not be its auditor.
7. The auditor may attend general meetings.

Conflict of Interest

1. Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.

Fiscal Policies

1. The fiscal year of the board shall be [start date to end date]

Amendments

1. These by-laws may be amended by a two-third vote of members present at the Annual General member meeting, provided a quorum is present and provided a copy of the proposed amendmend(s) are provided to each member with the agenda for the meeting.