8 APRIL 2011

These Amended and Restated Bylaws (the “Bylaws”) of TX/RX Labs, a Texas nonprofit corporation formerly known as Houston Technology Collective, Inc. (the “Lab”), amend and restate in their entirety those certain Bylaws of the Lab adopted by the incorporators thereof on or around March 31, 2009. The Bylaws are subject to, and governed by, the Texas Business Organizations Code (the “TBOC”) and the Certificate of Formation of the Lab (the “Certificate of Formation”), as either may be amended from time to time. In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the TBOC or the provisions of the Certificate of Formation, such provisions of the TBOC or the Certificate of Formation, as the case may be, shall control.

The Lab is a nonprofit corporation and shall neither have nor exercise any power, nor engage directly or indirectly in any activity, that would invalidate the Lab’s status as an organization that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the provision of any subsequent United States revenue law (with such code and any such subsequent law being collectively referred to herein as the “Code”).

ARTICLE I - OFFICES

  1. Principal Office. The principal office of the Lab shall be located in Houston, Texas, or such other place as the Voting Members may determine. The Lab may have such other offices, either in Texas or elsewhere, as the Voting Members may determine. The Voting Members may change the location of any office of the Lab.

  2. Registered Office. The Lab shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with such registered office, as required by the TBOC. The registered office may, but need not, be identical with the principal office in Texas. The registered agent and the address of the registered office may be changed from time to time by the Voting Members in accordance with applicable law.

ARTICLE II - STATEMENT OF PURPOSE

The Lab is organized exclusively for charitable, religious, scientific, literary, and/or educational purposes as defined in Section 501(c)(3) of the Code. Subject to the foregoing and preamble hereof, the purpose of the Lab is to improve the world by creatively rethinking technology, and specifically, to:

  1. build and maintain spaces suitable for technical and social collaboration;

  2. collaborate on all forms of technology, culture and craft in new and interesting ways;

  3. apply the results of this work to specific cultural, charitable and scientific causes;

  4. freely share research and discoveries, using what is learned to teach others; and

  5. recruit and develop talented members dedicated to these purposes.

ARTICLE III - THE MEMBERS

  1. Classes of Membership. The Lab shall have members (“Members”). There shall be two classes of Members of the Lab (“Member Classes”): a Member Class holding voting rights (“Voting Members”) and a Member Class without voting rights (“Non-Voting Members”). The Voting Members may decide the qualifications, rights and privileges, and obligations of the Member Classes, as well as any sub-categories thereof.

  2. Authority. The Voting Members have the ultimate authority and responsibility to formulate policy and provide oversight and review of the operations of the Lab, but may delegate certain powers to the Directors, Officers and Committees as provided herein.

  3. Qualification.

    1. All Members. Any individual who (i) supports the purposes of the Lab as set forth in Article II hereof, (ii) agrees to abide by these Bylaws and all the policies of the Lab, as amended from time to time, and (iii) agrees to pay applicable membership dues, may become a Member.

    2. Voting Members. Any individual qualified to become a Member under Section 3.3(a) hereof may become a Voting Member only by decision of the Voting Members at a Member Meeting.

  4. Dues. All Members are expected to pay their membership dues on time and in full. The Voting Members may establish policies for the temporary waiver of membership dues in the case of a Member’s prolonged absence or financial hardship. Any Voting Member who has not paid applicable membership dues for a period of three (3) months or more shall be deemed a Non-Voting Member until such Member has paid applicable membership dues for the month in which such Member Meeting occurs.

  5. Meetings. Regular meetings of the Members may be held without notice at such time and place as shall from time to time be determined by the Voting Members; provided, however, at least one regular meeting of the Members shall be held each year in the month of March following the Annual Board Meeting (such annual meeting of the Members, the “Annual Member Meeting”). Special meetings of the Members (“Special Member Meetings”, together with Annual Member Meetings, collectively, “Member Meetings”) may be called by the President on twenty-four (24) hours’ notice to each Member. Special Member Meetings shall be called by the President or Secretary in like manner and on like notice on the written request of twenty-five percent (25%) of the Members. The purpose of any Special Member Meeting shall be specified in the notice.

  6. Quorum. At all Member Meetings the presence of a majority of the Voting Members shall be a quorum for the transaction of business, and the act of a majority of the Voting Members present at any meeting at which there is a quorum shall be the act of the Members, except as may be otherwise specifically provided by the TBOC, by the Certificate of Formation or by these Bylaws. If a quorum shall not be present at any Member Meeting, the Voting Members present may adjourn such meeting from time to time without notice other than announcement at such meeting, until a quorum shall be present.

  7. Removal. Any Member may be removed as a Member of the Lab upon the vote of three quarters (3/4) of the total number of Voting Members.

ARTICLE IV - THE DIRECTORS

  1. Duties and Responsibilities. Each director of the Lab (a “Director”) is expected to understand and support the mission of the Lab, advocate on its behalf as needed, attend meetings of the board of Directors (the “Board”), participate on Committees as needed, support Board decisions, understand the financial operations of the Lab, prepare and present to the Voting Members an annual budget (the “Annual Budget”), and support the Lab through fundraising and individual giving.

  2. Authority. Pursuant to Section 2.202(a) of the TBOC, and except as authority may be delegated by the Voting Members as provided herein, the authority of the Board is limited to the following:

    1. Adopting and submitting to the Voting Members the Annual Budget prior to the Annual Member Meeting;

    2. Adopting and submitting to the Voting Members any resolution recommending a plan of merger under Section 2.251(d) of the TBOC;

    3. Adopting and submitting to the Voting Members any resolution recommending a sale of all or substantially all of the assets of the Lab under Section 2.252(d) of the TBOC;

    4. Authorizing a pledge, mortgage, deed of trust, or trust indenture on behalf of the Lab;

    5. Authorizing a conveyance of real property;

    6. Adopting and submitting to the Voting Members any resolution recommending a plan of conversion under Section 2.256(d) of the TBOC;

    7. Adopting and submitting to the Voting Members any resolution recommending a plan of exchange under Section 2.257(d) of the TBOC; and

    8. Subject to Section 3.2 hereof, adopting and submitting to the Voting Members any resolution recommending an amendment to the Certificate of Formation under Section 22.105(a) of the TBOC.

  3. Number, Qualification and Term of Office. The Board shall initially consist of three (3) Directors, one of which shall be the President. The number of Directors on the Board may be increased or decreased by the Voting Members, provided, however, that at no time may the Board consist of fewer than three (3) Directors or more than twelve (12) Directors, and further provided that at least one half of the Directors shall be Voting Members. In accordance with Section 4.4 hereof, each Director shall hold office for a term of one (1) year, or until his successor shall have been elected and qualified at the Annual Member Meeting. No Director may hold office for more than three (3) consecutive terms.

  4. Election. At the Annual Member Meeting, the Voting Members shall elect a Director to each Director position for which the term is then expiring.

  5. Vacancy. Any vacancy occurring in the Board shall be filled by affirmative vote of a majority of the remaining Directors, notwithstanding absence of a quorum. Any Director so appointed to fill a vacancy shall serve until the next Annual Member Meeting, at which point such Director’s term shall expire.

  6. Removal. Any Director may be removed at any time with or without cause upon the vote of three-quarters (3/4) of the total number of Voting Members.

  7. Meetings.

    1. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by resolution of the Board; provided, however, at least one regular meeting of the Board shall be held each year in the month of March (the “Annual Board Meeting”). At the Annual Board Meeting, the Board shall present and submit for the Voting Members’ approval the Annual Budget.

    2. Special meetings of the Board (“Special Board Meetings”, together with Annual Board Meetings, collectively, “Board Meetings”) may be called by the President on twenty-four (24) hours’ notice to each Director. Special Board Meetings may be called by the President or Secretary in like manner and on like notice on the written request of three (3) Directors. The purpose of any Special Board Meeting shall be specified in the notice.

    3. Chairman and Secretary. At the beginning of each Board Meeting, the Board shall select a chairman to preside over such meeting and a secretary to record the minutes of such meeting.

  8. Quorum. At all meetings of the Board the presence of a majority of the Directors then in office shall be a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by the TBOC, by the Certificate of Formation or by these Bylaws. If a quorum shall not be present at any meeting of the Board, the Directors present may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present.

  9. Compensation of Directors. No Director may be paid compensation for his services as a Director. Any director shall not be barred from serving the Lab in any other capacity and receiving reasonable compensation for such other services. Directors may receive reimbursement from the Lab for reasonable expenses incurred in attending Board Meetings pursuant to policies determined by the Voting Members.

ARTICLE V - THE OFFICERS

  1. Generally. The officers of the Lab (the “Officers”) shall consist of a President, one or more Vice Presidents, a Treasurer and a Secretary. Any two or more offices may be held by the same person, except that the offices of President and Secretary shall not be held by the same person.

  2. Election. The Voting Members shall elect the Officers at each Annual Member Meeting.

  3. Other Officers and Agents. The Voting Members may elect such other Officers and agents as they shall deem necessary, who shall be elected for such terms and shall exercise such authority and perform such duties as may be determined from time to time by the Voting Members.

  4. Salaries. The salaries, if any, of all Officers shall be fixed by the Voting Members; provided, however, that no salary shall be paid when to do so would jeopardize the tax-exempt status of the Lab under the Code.

  5. Terms of Office, Qualification and Removal. Each Officer shall hold office for a term of one (1) year or until his successor shall have been elected and qualified at the Annual Member Meeting. No Officer may hold office for more than three (3) consecutive terms. Each Officer shall be a Voting Member. Any Officer or agent of the Lab may be removed at any time for or without cause upon the vote of three-quarters (3/4) of the total number of Voting Members, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

  6. Vacancies. If any office becomes vacant for any reason, the Executive Committee may appoint a successor Officer. Any Officer so appointed to fill a vacancy shall serve until the next Annual Member Meeting, at which point such Officer’s term shall expire.

  7. President. The President shall be the chief executive officer of the Lab and shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation, and, subject to the authority of the Voting Members, he shall have the general supervision, direction, and control of the business of the Lab. He shall preside at all Member Meetings if present thereat. Except as the Voting Members or the Board, as applicable, shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages, and other contracts on behalf of the Lab, and shall cause the seal, if any, to be affixed to any instrument requiring it and when so affixed, the seal shall be attested by the signature of the Secretary. The President shall chair meetings of the Executive Committee.

  8. Vice President. The Vice President shall, in the absence of the President or in the event of the President’s inability to act, perform the duties and exercise the powers of the President. If the Voting Members elect more than one (1) Vice President, then the Voting Members shall establish a succession plan whereby such Vice Presidents shall perform the duties and exercise the powers of the President in the absence of the President or in the event of the President’s inability to act. The Vice President shall perform such other duties as from time to time may be assigned by the President or by the Voting Members, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall chair meetings of the Executive Committee in the absence of the President.

  9. Secretary. The Secretary shall attend all Executive Committee Meetings, Member Meetings and Board Meetings and record all votes and the minutes of all proceedings therein, and shall post such minutes electronically for the free inspection of all the Members and Directors. He shall give, or cause to be given, notice of all such meetings and shall perform such other duties as may be prescribed by the Voting Members or the President. He shall keep in safe custody the seal of the Lab, if any, and, when authorized by the Voting Members, affix the same to any instrument requiring it.

  10. Treasurer. The Treasurer shall have the custody of the Lab’s funds and securities and shall keep full and accurate records of receipts and disbursements of the Lab and shall deposit all monies and other valuable effects in the name and to the credit of the Lab in such depositories as may be designated by the President or the Voting Members, as the case may be. The Treasurer shall disburse the funds of the Lab as may be ordered by the Voting Members, taking proper vouchers for such disbursements, and shall render to the President and the Voting Members, at the regular Meetings of the Board, Members or Executive Committee, an account of all his transactions as Treasurer and of the financial condition of the Lab, and shall perform such other duties as the Voting Members may prescribe.

ARTICLE VI - COMMITTEES

  1. Generally. The Voting Members or the President may from time to time establish committees (“Committees”), each Committee to consist of two or more persons, and such Committee may include persons who are not Members, so long as a majority of each Committee consists of Members. Each Committee shall have such authority and shall perform such functions as may be provided by the Voting Members. Each Committee shall have such name as may be designated by Voting Members or the President, as the case may be, and shall keep regular minutes of its proceedings and report the same to the Voting Members or the President as required.

  2. Executive Committee. The Executive Committee shall consist of the President, the Vice President (or Vice Presidents if there are multiple Vice Presidents), the Secretary and the Treasurer, and shall meet at least monthly (such meetings “Executive Committee Meetings”).

ARTICLE VII - NOTICES

Whenever under the provisions of the TBOC or of the Certificate of Formation or these Bylaws, notice is required to be given to any Member or Director and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice be given in writing, by mail, facsimile or electronic mail, addressed to such Member or Director at such address as it appears in the records of the Lab.

ARTICLE VIII - GENERAL PROVISIONS

  1. Fiscal Year. The fiscal year of the Lab shall be fixed by the Voting Members.

  2. Seal. The Lab may have a seal and such seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or reproduced or otherwise.

  3. Checks. All checks or demands for money and notes of the Lab shall be signed by such Officer or Officers or agent or agents as the Voting Members from time to time may designate.

  4. Indemnification. To the fullest extent permitted by law, the Lab shall indemnify any one or more of its Directors, Officers, or former Directors or Officers (all such directors and officers, “Indemnitees”) against the liabilities and expenses actually and necessarily incurred in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding and any inquiry or investigation that could lead to such an action, suit or proceeding, in which one or more of them was, is, or is threatened to be made a defendant or respondent by reason of his holding office as a Director or Officer, if, upon a majority vote of the Directors not involved in the proceedings or upon any other determination permitted by the TBOC and the Code, it is determined that the Indemnitee (a) conducted herself in good faith, (b) reasonably believed, in the case of conduct in her official capacity, that her conduct was in the Lab’s best interest, (c) reasonably believed, in all other cases, that her conduct was at least not opposed to the Lab’s best interest, and (d) in the case of any criminal proceeding, had no reasonable cause to believe her conduct was unlawful; provided, however, that indemnification may not be given with respect to matters in which such individual shall be adjudged to be liable to the Lab, or on the basis that personal benefit was improperly received by her, whether or not the benefit resulted from action taken in her official capacity. The Lab shall reimburse to any Indemnitee named a defendant or a respondent in any proceeding by reason of her holding office, reasonable expenses of such suit or proceeding if the Indemnitee has been wholly successful, on the merits, or otherwise, in defense of such proceeding.

  5. Action by Unanimous Consent in Lieu of a Meeting. Any action required or permitted to be taken at a Meeting of the Board, the Members or a Committee may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the members of such body, and such unanimous consent shall have the same force and effect as a unanimous vote at a meeting of such body.

  6. Telephonic Meetings. Meetings of the Board, Members or a Committee may be held by means of conference telephone or similar communications equipment by which all persons participating in such meeting can hear each other.

  7. Voting Generally. All matters, except as otherwise specified in these Bylaws or as required otherwise by applicable law, shall be decided by affirmative vote of more than half of the Voting Members or Directors present at a Meeting of the Members or Directors, as applicable. Voting Members may vote either in person or by proxy executed in writing. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. At the request of any Voting Member, a vote may be held by secret ballot at any Member Meeting.

  8. Employees. The Voting Members may create specific staff positions and hire one or more employees of the lab (“Employees”) to fill such staff positions. Employees shall have such duties, exercise such authority, and earn such compensation as the Voting Members may, from time to time, establish. The Voting Members may delegate their authority to establish duties, authority, and compensation to Employees to one or more of its Officers.

ARTICLE IX - BYLAWS

These Bylaws may be altered, amended, or repealed and new bylaws may be adopted at any Member Meeting by a vote of two thirds (2/3) of the total number of Voting Members. However, such action may be taken at a Special Member Meeting only if the notice of such meeting specifically designates the provisions of these Bylaws proposed for amendment or repeal and sets forth any new provisions proposed to be adopted.

CERTIFICATION

I, Roland von Kurnatowski III, the Secretary of TX/RX Labs, a Texas nonprofit corporation, do hereby certify that the foregoing are the Bylaws of TX/RX Labs as accepted and approved by the Voting Members, the 8th day of April, 2011.

                            ______________________________
                            Roland von Kurnatowski III
                            Secretary, TX/RX Labs

About TX/RX Labs

Established in 2008, TX/RX Labs is a non-profit hackerspace for the greater Houston area. Housed in the East End District, we offer courses in and access to our rapid prototyping lab, woodshop, machineshop, electronics lab, and a wide variety of other tools. Our goal is to educate the public about technology and show how seemingly complex techniques can be used by anyone. If you like what we do, please donate.

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