Article I: Name, Purpose, and Status

Section 1.1: Name

The name of the organization shall be HeatSync Labs, Inc., doing business as HeatSync Labs (hereinafter, the “Corporation”).

Section 1.2: Purpose

The Corporation is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Its mission is to:

• Provide a collaborative physical workspace, tools, and resources for making, learning, exploring, and sharing technology and creative projects.
• Promote education in technology, science, art, and craftsmanship through workshops, classes, and public outreach.
• Foster a community of innovation and shared knowledge, operating on the principles of open access, inclusivity, and do-ocracy.

Section 1.3: 501(c)(3) Status

The Corporation shall operate exclusively for its stated charitable purposes. No part of its net earnings shall benefit any private shareholder or individual. The Corporation shall not engage in substantial lobbying or any political campaign activities.

Article II: Membership

Section 2.1: Eligibility

Membership is open to any individual who supports the Corporation’s mission, agrees to abide by its Code of Conduct and Safety Policies, and pays the established dues (if any). The Corporation shall not discriminate on any unlawful basis.

Section 2.2: Classes of Membership

The Corporation shall have Voting Members.

• Voting Member: An individual who has completed an orientation, is in good standing (current on dues, if applicable, and adherence to policies), and has actively contributed to the space’s maintenance or projects within the last 6 months. Contribution is self-documented and recognized (see Do-ocracy, Article VI).

Section 2.3: Rights of Voting Members

Each Voting Member shall have one vote on matters put before the membership, including the election of the Board of Directors and amendments to these Bylaws.

Section 2.4: Termination

Membership may be terminated for cause, including non-payment of dues or violation of the Code of Conduct, upon fair review as defined in the Corporation’s policies.

Article III: Board of Directors

Section 3.1: Role and Powers

The Board of Directors (“Board”) is responsible for the legal, financial, and fiduciary oversight of the Corporation. It shall ensure compliance with all laws and the 501(c)(3) mission. The Board shall adopt policies but shall empower the membership and do-ocracy model for daily operations and project execution.

Section 3.2: Composition

• The Board shall consist of no fewer than three (3) and no more than seven (7) Directors.
• At least one-third of the Board must be elected from and by the Voting Membership.
• The remainder may be elected from the membership or appointed for specific expertise (legal, financial, etc.).

Section 3.3: Election & Terms

Elected Directors shall serve staggered terms of two (2) years. Elections shall be held annually at the Membership Meeting. A Director may serve no more than four consecutive terms.

Section 3.4: Officers

The Board shall elect from its members a Chair, Secretary, and Treasurer. Officers shall have duties as prescribed by the Board and consistent with state law.

Section 3.5: Meetings

The Board shall meet at least quarterly. Meetings shall be open for observation by any Voting Member, except during executive sessions for sensitive matters (personnel, legal).

Article IV: Membership Meetings

Section 4.1: Annual Meeting

An Annual Membership Meeting shall be held for electing Directors, presenting annual reports, and addressing major strategic issues.

Section 4.2: Special Meetings

Special Meetings may be called by the Board or by a petition of at least 20% of Voting Members.

Section 4.3: Quorum & Decision Making

For annual meetings, a quorum shall be 20% of Voting Members. For special meetings, 30%. Whenever possible, the Corporation shall operate by consensus. When a vote is required, a simple majority of members present shall decide, except for Bylaws amendments (see Article VIII).

Article V: Committees

Section 5.1: Standing Committees

The Board may establish Standing Committees for ongoing functions (Finance, Safety). Committee chairs shall report to the Board.

Section 5.2: Do-ocracy Working Groups

These are self-forming, project-oriented groups established by members under the principles of Article VI. They are not committees of the Board and operate autonomously within the scope of approved budgets and space policies. They must report their activities and use of resources to the membership via a public log/wiki.

Article VI: Principle of Do-ocracy

Section 6.1: Definition

A “do-ocracy” is an organizational structure in which individuals have the authority and responsibility to self-initiate and execute projects, tasks, and improvements for the Corporation. The authority to make a decision and take action lies with those who do the work.

Section 6.2: Scope

Empowered Actions:

Members are empowered to:

• Fix broken equipment
• Organize workshops
• Improve infrastructure
• Create art for the space
• Develop software tools
• Manage day-to-day operations within established safety and financial guidelines

Limitations:

Do-ocracy does not authorize actions that:

• Violate law or the Code of Conduct
• Create significant legal/financial risk
• Commit the Corporation to major contracts
• Spend beyond a pre-set budget cap for autonomous projects ($200)
• Alter core governance

Section 6.3: Process & Accountability

1. Proposal & Notification: A member wishing to undertake a significant action shall document their intent (via wiki, mailing list, or physical board) to allow for feedback.
2. Seeking Feedback: The proposing member shall actively seek feedback, especially from those affected. Constructive objection must be addressed.
3. Execution: If no unresolvable objection is raised within 9-14 days, the member may proceed, using resources responsibly.
4. Documentation: All actions must be documented (what was done, cost, who did it).

Section 6.4: Conflict Resolution

Disputes arising from do-ocratic actions shall first be addressed through direct, respectful dialogue. Unresolved disputes shall be mediated per the Corporation’s Conflict Resolution Policy, ultimately appealable to the Board.

Article VII: Finances

Section 7.1: Fiscal Year

The fiscal year shall be January 1 to December 31.

Section 7.2: Budget

The Board, with input from the membership, shall approve an annual budget. The budget shall include a Do-ocracy Project Fund to be allocated by members for small, autonomous projects.

Section 7.3: Disbursements

Disbursements under the Do-ocracy Project Fund cap may be reimbursed upon presentation of receipts and documentation. Larger expenditures require prior approval per the Financial Policy.

Section 7.4: Financial Review

The Board shall ensure an annual financial review or audit as required by law or best practices.

Article VIII: Amendments

These Bylaws may be amended by a two-thirds (2/3) supermajority vote of the Voting Members present at a duly called Membership Meeting, provided written notice of the proposed amendment has been provided to all members at least 14 days in advance.

Article IX: Dissolution

Upon dissolution of the Corporation, after paying all debts and obligations, its remaining assets shall be distributed to one or more 501(c)(3) organizations with a similar mission, as determined by the Board. No assets shall be distributed to any member, director, or officer.