Bylaws of Columbia Gadget Works

Ballot text v8, 19 October 2026. Proposed for ratification by the members at the annual meeting on Thursday 8 April 2027. Not yet in effect.

These bylaws hold only what Missouri law requires, what protects members, and what should be hard to change. Everything else is policy (policies/), which the board can change at any time.

1. Name and purpose

1.1 Columbia Gadget Works (“CGW”) is a Missouri public benefit corporation with members, under RSMo chapter 355. If these bylaws and the Articles of Incorporation differ, the Articles control.

1.2 CGW is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. It carries out that purpose by running a community workshop where people share tools, space, and skills.

1.3 As the Articles require:

• No part of CGW’s net earnings benefits any member, director, officer, or other private person, except reasonable compensation for work done for CGW, such as a dues credit.
• No substantial part of CGW’s activities is lobbying.
• CGW takes no part in any political campaign.
• CGW carries on no activity that a 501(c)(3) organization may not.

2. Members

2.1 Classes. CGW has three classes of member:

• Full members pay dues of $50 a month. Policy may offer a higher rate that includes a donation. Only full members vote. Full members aged 16 or 17 vote like any other full member.
• Hardship members have a dues waiver the board approved. They do not vote.
• Legacy members pay the legacy rate policy sets. They do not vote.

A person is a member while they meet the requirements set by policy for their class: a signed waiver and member agreement, and current dues or an approved dues waiver. Apart from voting and holding office, every member has the same rights and the same use of the Space, whatever their class.

2.2 Good standing. A member is in good standing from the day they join until their membership ends, unless they are suspended. Only full members in good standing may vote or hold office.

2.3 Ending membership. Membership ends when a member resigns, stops paying as policy describes, or is expelled. Membership gives no ownership of CGW property and cannot be transferred.

2.4 Expulsion or suspension. The board may expel or suspend a member only after all of the following:

• written notice to the member, with the reasons, at least 15 days beforehand;
• a chance for the member to be heard by the board, in person or in writing, at least 5 days before the expulsion or suspension takes effect;
• a vote of two-thirds of the directors eligible to vote on the matter, and at least three. A director involved in the matter does not vote.

2.5 Access suspension. When safety, property, or a person is at risk, any two directors may immediately suspend someone’s access to the Space or to a tool. The suspension ends after 14 days unless the board confirms it. It does not affect the member’s vote.

3. Board of directors and officers

3.1 Composition. The board has four directors, and members elect each seat separately:

• The President chairs meetings, sets agendas, and represents CGW.
• The Vice President acts for the President when needed, and looks after the shop floor. Zone Bosses report to the Vice President, who oversees safety, facilities, and the space between zones.
• The Secretary keeps the minutes and the official text of these bylaws and the policies, sends notices, and runs member votes.
• The Treasurer keeps the books, prepares the budget and the annual financial report, and makes the state and IRS filings.

3.2 Terms. Directors are elected at each annual meeting and serve until the next one, or until a successor is elected. Any full member in good standing who is 18 or older may run. No one holds more than one seat.

3.3 Powers. The board manages CGW. It decides everything not reserved to the members, including policy, the budget, contracts, appointments, membership, and discipline. It may assign directors further duties by policy.

3.4 Meetings. The board meets at least quarterly, and announces each regular meeting to members at least 7 days ahead. Directors may attend by video or phone. The President or any two directors may call a special meeting on 48 hours’ notice to the directors. Meetings are open to members.

3.5 Vacancies. A seat becomes vacant when a director resigns, is removed, or stops being a full member in good standing. The board fills a vacancy by appointing an eligible full member until the next annual meeting. A director removed by the members may not be appointed again before the next annual meeting. If fewer than three directors remain, they may act only to fill vacancies or to call a member vote, and they must call a member vote to fill the empty seats.

3.6 Removal. Members may remove a director by member vote. The board may remove a director who, without being excused, misses two regular meetings in a row or half of the regular meetings in any twelve months.

3.7 Unpaid. Directors are not paid for board service. A director may earn a dues credit for teaching or other work on the same terms as any member.

3.8 Conflicts of interest. A director or appointed volunteer with a personal financial interest in a decision must disclose it and must not vote on it. The minutes record both. No one approves a payment to themselves. The board keeps a conflict-of-interest policy.

3.9 Signing. The President or the Treasurer, or another director the board authorizes, signs contracts and other documents that bind CGW, within the spending limits set by policy.

4. Voting

4.1 What members decide. Full members elect and remove directors, amend these bylaws, and approve dissolution, a merger, or the sale of substantially all of CGW’s assets. The board may put any other question to them, and may call a member vote at any time.

4.2 Annual meeting. Held each April. Members discuss proposed bylaw changes and meet the candidates, and may change the proposed text. The Secretary opens voting during the meeting.

4.3 Notice. 14 to 60 days before voting opens, the Secretary emails every voter the questions, the text of any bylaw change, how to run for a seat, and when voting opens and closes, and posts it in the member chat channel.

4.4 Who votes. Full members in good standing who have been members for at least 30 days when voting opens. One vote each; no proxies.

4.5 Ballot. Secret ballot by email link, through the member records system, which records who voted and the totals but never how anyone voted. Voting stays open for 8 days. The Secretary runs the vote, or the President if the Secretary can’t. The result is posted in the governance repository.

4.6 Quorum and passing. A vote counts if at least 10% of voters, and no fewer than 5, cast a ballot; abstentions count toward quorum but are not votes cast. A question passes by a majority of votes cast. Bylaw changes, dissolution, a merger, or the sale of substantially all assets need two-thirds. Without quorum, the directors stay in office and the vote is held again within 60 days.

4.7 Elections. Nominations close when voting opens. A candidate runs for one seat. The most votes wins, and a lone candidate needs a majority. The President breaks ties; if the President is tied, the Secretary does; if both are, it is decided by lot. No write-ins. A seat left empty is filled under 3.5.

4.8 Corrections. The Secretary may fix typos and formatting in these bylaws without a vote.

4.9 First bylaws. The board adopts these bylaws subject to ratification by the members, and they take effect when ratified. The board election held with the ratification vote counts only if they are ratified. If they are not, the directors stay in office and bring revised bylaws to the members within 120 days.

4.10 Board votes. The board decides everything else, including all policy, by a vote of at least three directors. Directors may vote on a policy change in writing through the governance repository, and a policy takes effect when it is entered there. At a board meeting, three directors are a quorum and a motion passes by a majority of those present. A director with a conflict under 3.8 does not vote. Policy may not conflict with these bylaws or the Articles.

5. Delegation

5.1 The board may create zones and other roles, and delegate authority to the volunteers it appoints to them. Each delegation is set out in policy, and the board may withdraw it.

5.2 Appointed volunteers are not officers or directors. They may not sign contracts or commit CGW to ongoing costs unless the board authorizes them in writing.

5.3 A committee that exercises any of the board’s authority has at least two directors on it.

6. Indemnification

6.1 CGW indemnifies its directors, officers, and appointed volunteers for actions taken in good faith on CGW’s behalf, to the fullest extent Missouri law allows.

6.2 CGW may pay a person’s reasonable defense costs as they arise, if the person agrees in writing to repay them should it turn out they are not entitled to indemnification.

6.3 The board may buy insurance for CGW’s directors, officers, and appointed volunteers.

7. Dissolution

7.1 If CGW dissolves, the board first pays, or makes provision for, all of CGW’s liabilities. It then distributes the remaining assets exclusively for CGW’s purposes, to one or more organizations qualifying under Section 501(c)(3). Any assets not distributed this way are disposed of by the Circuit Court of the county where CGW’s principal office is located, for those same purposes. This follows the Articles.

Official text: view on GitHub · change history · propose a change · all bylaws and policies