Founding Documents
Articles, bylaws, IRS status and annual filings.

Articles of Incorporation
Waukesha Makerspace Inc. is a Wisconsin nonstock (nonprofit) corporation. Its Articles of Incorporation were executed by the incorporator, Casey Kerr, on October 11, 2022. This page summarizes what the articles establish. The current copy (with an amendments and history log through November 22, 2024) is kept in the WMI Drive under Formation Documents.
This is a summary, not the full text. Addresses of individuals that appear in the filed articles are deliberately left out of this page.
What the articles establish
Article
What it says
I. Name
The corporation is named Waukesha Makerspace Inc.
II. Registered agent and office
Names the initial registered agent (Casey Kerr) and registered office.
III. Incorporator
Casey Kerr is the incorporator.
IV. Principal office
Gives the principal office at the time of incorporation. That address is no longer used; see the history below.
V. Purpose
WMI is organized exclusively for charitable, educational and scientific purposes under section 501(c)(3) of the Internal Revenue Code. Its specific purpose: to improve our environment, community and individuals through the practical application of skills and technology in an encouraging, supportive and healthy environment, offering learning opportunities for young adults and adults with facilities that include 3D printers and woodworking, metalworking, leatherworking and electronics tools.
VI. Nonprofit nature
No part of WMI's net earnings may benefit directors, officers, members or other private persons, except reasonable pay for services. On dissolution, assets go to one or more 501(c)(3) exempt purposes. WMI may not spend a substantial part of its activity on lobbying and may not take part in any political campaign for or against a candidate.
VII. Membership
The corporation has members. How members are admitted, and their rights and obligations, are set by the Bylaws.
VIII. Board of Directors
The Board of Directors manages the corporation's affairs. The initial directors were Casey Kerr (Chair, Treasurer and Executive Director), Thomas Slater (Vice Chair) and Nancy Aycock (Secretary).
IX. Limitation of liability
To the fullest extent the Wisconsin Nonstock Corporation Law allows, directors and officers are not personally liable to WMI or its members for money damages for breach of fiduciary duty.
X. Amendments
The board may amend the articles, with member approval as specified in the bylaws and subject to the law.
XI. Amendments and organizational history
A running log of changes since incorporation (below).
Amendment and history log
Date
Event
2022-10-11
Articles executed by the incorporator.
2022-11-09
The IRS recognized WMI as a 501(c)(3) public charity (see IRS 501(c)(3) Determination Letter and EIN).
2023-10-20
The incorporator's registered address changed.
2024-10-10
The board nominated and approved Walter Meyer as a board member, effective immediately.
2024-11-01
The principal office moved to 2111 S West Ave, Unit 58, Waukesha, WI 53189.
2024-11-22
Board Secretary Nancy Aycock resigned from the board.
Board changes after 2024 are recorded in the board's minutes rather than in this log. For the current board, see Organization Structure and Current Board.
Related pages
Bylaws
IRS 501(c)(3) Determination Letter and EIN
Annual Filings

Bylaws
This is the full text of the Bylaws of Waukesha Makerspace Inc., adopted November 22, 2024. The official copy is the signed PDF dated 2024-11-22 in the WMI Drive (Formation Documents). If this page and the signed PDF ever differ, the signed PDF governs.
An amendment is being prepared. Article IV, Section 2 caps the board at seven directors, but the board currently has nine (see Board Seats, Designations and Succession), and the officer list in Article IV, Section 3 names the 2024 office holders. The board is preparing a bylaws amendment to bring the text in line. This page will be updated once an amendment is adopted.
Adopted on: 11-22-2024
State of Incorporation: Wisconsin
Federal EIN: 92-0650206
IRS Determination as 501(c)(3): November 9, 2022
Article I: Name and Purpose
Section 1. Name
The name of the organization is Waukesha Makerspace Inc.
Section 2. Purpose
Waukesha Makerspace Inc seeks to improve our environment, community, and individuals through the practical application of skills and technology in an encouraging, supportive, and healthy environment. This organization operates exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
Article II: Offices
Section 1. Principal Office
The principal office is located at 2111 S West Ave Unit 58, Waukesha, WI 53189, or at such other place as the Board of Directors may determine.
Article III: Membership
Section 1. Eligibility
Membership is open to all individuals who support the mission and purposes of the organization.
Section 2. Rights and Responsibilities
Members may access tools and participate in classes and events. No membership classes will have the right to vote or title or interest in or to the corporation, its properties, and franchises.
Section 3. Classes of Membership
The Board may establish membership classes (e.g., full, family, student, honorary) and associated dues.
Article IV: Board of Directors
Section 1. Authority and Responsibility
The affairs of the organization shall be managed by the Board of Directors. The Board is responsible for overall policy, strategic direction, and fiduciary oversight.
Section 2. Composition
The Board shall consist of no fewer than three (3) and no more than seven (7) Directors.
Section 3. Officers
The officers shall be:
Chair (Currently: Casey Kerr)
Vice Chair (Currently: Thomas Slater)
Secretary (Acting: Casey Kerr)
Treasurer (Currently: Casey Kerr, dual role)
Board Member (Elected: Walter Meyer on 10/10/2024)
Section 4. Election and Term
Board members shall be elected by the existing Board and serve staggered terms of two (2) years. Terms are renewable.
Section 5. Vacancies
Vacancies may be filled by a majority vote of the remaining Directors.
Section 6. Meetings
The Board shall meet at least twice a year or quarterly as the Board deems fit. Special meetings may be called by the Chair or any two Directors.
Section 7. Quorum
A quorum shall consist of a majority of the current Board.
Section 8. Voting
Each Director has one vote. Decisions are made by majority vote unless otherwise specified. In the event of a tie or hung decision, the matter may be deferred for future discussion or resolved using a method approved by a majority of the non-conflicted Board members. If the tie persists, the Chair (President) shall have the power to cast the deciding vote. If the Chair is absent or unable to act, the Treasurer shall have this power.
Section 9. Removal
A Director may be removed with cause by a two-thirds vote of the Board.
Article V: Officers and Duties
The Board of Directors may designate additional officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.
Section 1. Chair
Presides over Board meetings, sets agendas, and represents the organization.
Section 2. Vice Chair
Assists the Chair and assumes responsibilities in their absence.
Section 3. Secretary
Maintains records, including meeting minutes and organizational documents.
Section 4. Treasurer
Oversees financial affairs, maintains financial records, and reports to the Board.
Article VI: Committees
The Board may establish standing or ad hoc committees as needed (e.g., finance, programming, facilities).
Article VII: Fiscal Year
The fiscal year shall be January 1 to December 31.
Article VIII: Financial Provisions
Section 1. Prohibition Against Private Inurement
No part of the net earnings shall benefit any private individual. Reasonable compensation for services is allowed.
Section 2. Dissolution
Upon dissolution, remaining assets shall be distributed to one or more 501(c)(3) nonprofits with similar missions or divided amongst the current members of the organization at the discretion of the Board of Directors. Assets may be distributed to a Board member only upon majority approval of the Board.
Section 3. Board Member Compensation
Directors shall receive no compensation for carrying out their duties as Directors. However, they may be reimbursed for reasonable expenses incurred in conjunction with carrying out Board responsibilities, such as travel to attend Board meetings, at the discretion of the Board. Directors are not restricted from receiving fair and reasonable compensation for professional services provided to the corporation, provided that such compensation is reviewed and approved in accordance with the organization's conflict of interest policy and applicable state law.
Article IX: Indemnification
To the fullest extent permitted by Wisconsin law, the organization shall indemnify its Directors and Officers against any legal liability incurred while acting in good faith within the scope of their duties.
Article X: Amendments
These Bylaws may be amended by a two-thirds vote of the Board at any regular or special meeting, provided notice of the proposed amendment is given at least 10 days in advance.
Article XI: Execution of Documents
The Board of Directors may authorize any Officer or agent of the organization to enter into any contract or execute and deliver any instrument in the name of and on behalf of the organization. Such authority may be general or confined to specific instances.
Article XII: Certification of Bylaws
The original or a copy of these Bylaws, as amended, shall be certified by the Secretary of the organization and maintained in the official records. A copy of the most recent version shall be made available to members upon request.
Article XIII: Board Advisors
A Board Advisor is an individual invited by the Board of Directors to provide expert guidance and advice to the organization. Board Advisors offer insights and perspectives based on their specialized knowledge and experience. They do not have legal or fiduciary responsibilities, voting rights, or decision-making authority as Board Directors do. The appointment and term of Board Advisors shall be determined by the Board of Directors.

IRS 501(c)(3) Determination Letter and EIN
Waukesha Makerspace Inc. is a federally tax-exempt public charity. Donations to WMI are tax-deductible to the extent the law allows.
Key facts
Legal name
Waukesha Makerspace Inc
Employer Identification Number (EIN)
92-0650206
Tax status
Exempt under Internal Revenue Code section 501(c)(3)
Public charity classification
170(b)(1)(A)(vi)
Effective date of exemption
October 11, 2022
Date of determination letter
November 9, 2022 (IRS Letter 947)
Contributions deductible
Yes
Accounting period ends
December 31 (calendar fiscal year)
Annual return required
Yes: Form 990, 990-EZ or 990-N, as applicable
What the letter means
The IRS determined that WMI is exempt from federal income tax under section 501(c)(3).
Donors can deduct contributions to WMI under section 170, and WMI can receive tax-deductible bequests and gifts.
WMI is classified as a public charity, not a private foundation.
WMI must file an annual information return or e-Postcard with the IRS. The letter notes that an organization that fails to file for three consecutive years automatically loses its exemption. See Annual Filings.
Where the documents are
The scanned determination letter is kept in the WMI Drive under Formation Documents. Board members who need a copy for a grant application, a vendor's tax-exempt form or a donor request can find it there, or ask the Secretary (secretary@waukeshamakers.com).
Related pages
Articles of Incorporation
Bylaws
Annual Filings

Annual Filings
To stay in good standing, WMI files two things every year: an annual return with the IRS and an annual report with the State of Wisconsin. This page says what each one is and who handles it. Dates for the whole year are on the Compliance Calendar.
IRS annual return (Form 990 series)
What: WMI's IRS determination letter requires an annual information return: Form 990, 990-EZ, or the electronic Form 990-N (e-Postcard), depending on the size of the organization that year.
Why it matters: an organization that does not file for three consecutive years automatically loses its 501(c)(3) status.
Who: the Treasurer, working with WMI's outside accountant, who prepares and files the return. The Secretary helps.
When: WMI's fiscal year is the calendar year. The Treasurer starts gathering year-end records for the accountant around February.
To be confirmed: which form WMI files for each year (990-N or a longer 990) and the exact filing deadline the board tracks.
Wisconsin DFI annual report
What: an annual report filed with the Wisconsin Department of Financial Institutions (DFI) to keep the corporation active. Per the Treasurer's guide, the answers are the same selections every year. There is a small state fee.
Who: the Treasurer or Executive Director files it; the Secretary helps confirm it is done.
When: the Treasurer's guide describes a filing window of October 1 to December 31.
To be confirmed: the exact DFI annual report due date. The Treasurer's guide gives both "between October 1 and December 31" and "by October 1" in different places.
Keeping records
Copies of each year's filings are kept in the Taxes folder of the WMI Drive, organized by year. See Where Records Live in the Board Handbook (board members only).
Related pages
IRS 501(c)(3) Determination Letter and EIN
Compliance Calendar