Operating By-Laws Original Draft: Feb 2008 | Latest Revision: Sept 2013
This Association is named “The Open Organisation Of Lockpickers” and is often designated by the abbreviated form “TOOOL” (with all letters capitalized). Herein after, all mentions of “the Association” refer to TOOOL. The origins of TOOOL are in the Netherlands. However, this document shall pertain to the by-laws of the United States division of TOOOL, a unique legal entity.
Aim & Purpose
The aim and purpose of this Association is the promotion of hobbyist lockpicking and sportpicking and the general education of the public on matters of locks and security on a non-profit basis. The term “sportpicking” refers to all public competitions that focus on non- destructive methods of opening or bypassing physical security devices.
TOOOL pursues this aim in the following ways: by holding regular public meetings, by presenting lectures and training sessions to worthy and appropriate audiences, by publishing academic and professional papers on the topic of physical security, by facilitating sporting events that focus on locks and security hardware, and by establishing and promoting a set of practical and appropriate ethical standards for all involved in the hobbyist lockpicking community.
Administrivia
The existence of TOOOL shall not be limited by any specific period of time.
A working year as recognized by the by-laws of TOOOL shall be defined as January 1st through December 31st as on a standard calendar.
The Association shall give all members a copy of these by-laws.
Rules of Ethics
The discipline of sportpicking is one in which practitioners are exposed to unique and often privately-guarded knowledge. Members of this Association may become very well-versed in the ability to manipulate and non-destructively open many locks and security devices in common use.
Above all else, members of TOOOL are expected to abide by a strict code of ethics which is summarized in the following three rules:
1. Never pick or manipulate with the aim of opening any lock that does not belong to you, unless you have been granted explicit permission by the lock’s rightful owner.
2. Never disseminate knowledge or tools of lockpicking to individuals whom you know or whom have reason to suspect would seek to employ such skills or equipment in a criminal manner.
3. Be mindful of the relevant laws concerning lockpicks and related equipment in any country, state, or municipality where you seek to engage in hobbyist lockpicking or recreational locksporting.
All members of TOOOL shall be advised of the relevant statutes in their home state of residence at the time they are inducted into the Association.
Membership
This Association has four types of members: ordinary members, honorary members, Board of Directors members, and donors. When in this document the generic term “members” is used, that is referring to the first category of individual.
Membership in TOOOL is open to all natural persons who subscribe to the aims listed in this document and who wish to regularly participate in activities organized by this Association, in compliance with our by-laws and policies.
Members are obligated to abide by the entirety of these statutes as set forth in this document and are therefore advised of them and given a copy of them when joining this Association. Members also contribute annual dues to the Association in an amount determined by the Board of Directors. A member who is current with payment of dues and who is abiding by the policies and rules set forth in this document is deemed to be in Good Standing with the Association.
Members have the right to attend all TOOOL meetings and can vote on motions put forth in accordance with these by-laws.
Anyone who wishes to become a member of TOOOL shall submit their request in writing to the Board of Directors. The Board will consider all facts and references and judge whether or not the applicant is likely to abide by the rules and policies of the Association.
While members have the right to be recognized and called by titles of their own designation, The Board of Directors keeps a private register in which the real names and addresses of all members shall be recorded.
The Board of Directors is addressed in greater detail in a subsequent section of these by- laws.
Non-member individuals who have performed special favors or services to the Association can be nominated as “honorary members” by and approved by majority vote of the Board of Directors. If designated with this title, an individual shall have all the rights and privileges of an ordinary member, with the exception of any obligation to pay dues.
Donors can be either natural or legal persons who support the Association by financial contributions or other means. Before being accepted as a donor, the Board of Directors shall discuss the character and goals of any donors and vote to either approve of or decline their assistance.
Membership can be terminated in four ways… • If the member dies • If the member renounces their affiliation with the Association (resignation) • If the member routinely fails to perform duties or pay dues (administrative discharge) • If the member is forcefully terminated for failure to comply with the rules and by-laws (expulsion)
A member wishing to renounce and terminate their affiliation with the Association (resignation) must do so in writing.
Forceful termination of membership (expulsion) is possible when a member acts in repeated violation of the Association’s statues or behaves in a way that has a grossly negative impact upon the Association. In order for membership to be forcefully terminated, the Board of Directors will discuss and vote on the matter. The results of this vote are disclosed publicly and the member is notified in writing.
The member shall have the opportunity to be saved from complete termination by the general assembly of members, however. If a majority of the current TOOOL members in good standing (the Board of Directors members do not factor in this tally) stand in defense of the potentially expelled member, their full termination shall be suspended and they will be allowed to continue with the Association on a probationary status for a time determined by the Board of Directors. The probationary period shall not exceed one year.
During such a probationary time, the member will not be able to vote on matters put before the general assembly but will still be allowed to participate in TOOOL events. Their attitude and conduct during this period shall be taken into consideration and their full membership status automatically restored at the end of their time of probation if no additional violations of the rules have been observed.
Dues
All members are expected to pay $25 in annual dues to TOOOL. These monies go toward supporting the Association and the costs associated with administrating our membership and the organization of locksporting events.
Honorary members and Board of Directors members are exempt from this obligation. Members who fail to pay their dues are subject to disciplinary action or even termination.
Board of Directors
The Board of Directors consists of general membership individuals who are appointed to the position of Board Member. Appointments can occur by anyone in the general assembly. Appointees are then voted on by the Board of Directors and the results are announced publicly. If a tie vote should occur within the Board of Directors, the full rank of the general membership of the organization may vote and the majority opinion there shall break said tie.
The Board of Directors is in charge of overseeing the Association. The Board of Directors shall consist of five members.
The Board of Directors represents the Association in accordance with the provisions of all applicable laws.
Every six months, the Board of Directors will report to the general assembly of members concerning the Association’s progress towards goals, financial status, and matters of policy. The Board of Directors is in charge of overseeing member compliance with the by-laws and taking appropriate steps when persons fail to act in accordance with these regulations.
It is the prerogative of the Board of Directors to rule on any matters not specifically addressed by these by-laws, provided that the results of such voting procedures are publicly disclosed to the rest of the membership, who can act as a check and balance upon the Board’s authority (see the section of these by-laws concerning Voting).
Additional Oversight
The general membership can vote amongst themselves (without any votes from members of the Board of Directors) and appoint an independent commission, herein after referred to as an “Auditing Party”, of at least two members (none of whom are presently on the Board of Directors) who have the authority to review all financial records and other Board of Directors documentation, communications, etc. The Auditing Party reports any important findings back to the general membership.
Meetings
Active TOOOL Chapters shall have a Chapter Coordinator. Coordinators are Members of TOOOL in good standing who are recognized by the Association as in charge of their local chapter. Coordinators are responsible for scheduling and overseeing meetings, organizing & maintaining TOOOL equipment, and reporting to the Board on the status of their chapter.
Chapter Coordinators shall facilitate local meetings on at least a monthly basis, but can do so more frequently if they and the local membership desire. Meetings may be postponed, rescheduled, or temporarily suspended due to logistical constraints, provided that the Chapter Coordinator reports these aberrations to the Board and communicates any shift in the routine schedule to the local membership.
Every third meeting (specifically the ones taking place in February, May, August, and November) are designated as “public meetings” and are to be held in locations fully- accessible to the public (where no entrance fee or membership criteria are required). Such public meetings focus on introducing new people to the hobby and sport of lockpicking, educating the public on the basics of how locks and lockpicks function, and explaining to interested parties the aims and purposes of TOOOL.
Monthly meetings other than the public meeting may be (but are not required to be) designated for current TOOOL members exclusively and can focus on topics of each local chapter’s choosing. Each Chapter Coordinator may make the determination as to whether these other monthly meetings shall be public or restricted to TOOOL member attendance only. Members of a local TOOOL chapter who disagree with the decisions or actions of their local Chapter Coordinator are encouraged to speak to the Board with any concerns or grievances.
All members have access to all TOOOL meetings and (with the exception of parties on a Probationary status) can vote on public matters. Probationary members can still attend TOOOL meetings but do not cast any votes.
Conflict of Interest
TOOOL believes in strict avoidance of any conflict of interest between individual members and the Association. While members may make use of knowledge learned through their work with TOOOL in their private lives and vocations, members are not permitted to conduct public workshops or lectures pertaining to lockpicking while operating under the name of TOOOL or while using Organization resources when they stand to gain direct financial benefit from such affairs.
When actively representing or working with security-related for-profit entities at public or private events, members are strongly discouraged from using or displaying any clothing, signage, equipment, slides, or other resources that bear the TOOOL logo or brand. When such accommodations cannot be made, members are asked to display clearly visible written notices that the event and/or entity is not in any way associated with, or endorsed by, The Open Organisation Of Lockpickers. Members are expressly prohibited from formally or verbally endorsing other entities, events, or products on behalf of the Association without the express permission of the Board of Directors. "Security-related" entities and events shall be defined as any entity or event that is principally associated with physical or cyber security, educational instruction related to physical or cyber security, or any other field where lockpicking or non-destructive techniques may serve as a topic of focus.
TOOOL operates exclusively in the public realm. Workshops, conferences, and educational environments where all are welcome are ideal places for TOOOL to conduct public education and hands-on teaching. Members of the Association are cautioned against engaging in similar lectures to public audiences (a) if they are being compensated for their time and effort or (b) if they are selling lockpicks or locksport-related supplies for their own profit. Any such "private" or "for-profit" appearances should not be promoted by TOOOL or give the impression that TOOOL is supporting the speaker.
Private institutions or private bookings where the general public does not have open access are not suitable venues for TOOOL lectures and workshops, and therefore concerns regarding conflict of interest do not apply. Members may always undertake private endeavors, so long as the TOOOL name and brand is not being used in a way that could give the impression that a private event is a TOOOL event.
Events that charge an admission fee are can still be considered "public" events if (a) the roster of attendees who seek to pay for admission is not restricted to members of a specific group, institution, or organization and (b) the admission fee is not oppressively high.
Members may participate in any capacity at non-public events related to lockpicking and locksport so long as (a) no TOOOL resources are being used, (b) the TOOOL logo and name does not appear prominently displayed at any booth, table, on clothing or equipment, or in promotional materials.
It is acceptable for members participating in non-public, non-TOOOL events to mention their connection to the Association as part of a biographical statement, but said mention should not give the impression that they are acting as a representative of TOOOL or that TOOOL is supporting or affiliated with their private appearance.
Equipment
Locksport is a hobby that is very equipment-centric. Tools, locks, and other associated hardware is a significant part of this culture. TOOOL sells tools and other teaching and practice hardware to the public and to members. Members in good standing are entitled to purchase TOOOL products at discounted pricing, if they are going to be used for non- commercial and open locksporting purposes. Members should not abuse this benefit and attempt to purchase large quantities of discounted tools for the purpose of re-selling them to others at a profit.
TOOOL Chapters may borrow non-consumable equipment held by TOOOL (such as instructional activity kits or items from our Lock Library and TOOOLseum) provided that they assume the risk of any loss or damage while said items are in their care. Chapters may also purchase consumable tools and equipment at a discounted price if they are going to be distributed exclusively at TOOOL events.
The Board of Directors sets all public pricing and member pricing of the goods sold by the Association.
Separation From Other Entities
Members who work in locksmithing and/or security-related fields shall take care to always keep their businesses wholly distinct and separated from TOOOL. Members are not permitted to use Association resources, funds, or equipment in order to advance their own businesses or private work. Any products or hardware purchased from TOOOL by members for their own private, non-Association use shall be purchased at full public pricing.
The Board of Directors shall maintain wholly separate bank accounts and financial records for the Association and shall ensure that no TOOOL resources are used for private purposes.
Political Action
The Association may engage in political advocacy by writing to public officials and making public statements supporting or opposing legislation, regulation, and executive actions that directly impact the locksporting and hobbyist lockpicking communities. However, TOOOL shall not donate Association monies to political causes or explicitly endorse any candidates for public office.
Voting
Member votes are handled by means of an electronic bulletin board system which all TOOOL members can access via the internet. Any implementation of such a voting system must include a voter-verified record of all activity, such that members who vote can easily see that their decision was properly recorded and such that members can check after-the-fact in order to ensure that their vote has not been changed.
When a full member vote is called for, an announcement shall be made on the bulletin board system and the full text of the matter in question shall be clearly posted in its own voting- enabled discussion thread. Once the vote has been thus called for, members shall have one week to discuss their views and cast their votes. The final vote total at the end of one week’s time shall be considered the official result. Members shall have one week beyond this official result to voice any concerns about vote-tampering or other improper actions if they believe their electronic vote has been altered.
When a Board of Directors vote is called for, an announcement shall be made on the bulletin board system and the full text of the matter in question shall be clearly posted in its own voting-enabled discussion thread. Also, the initiating party shall email the full Board of Directors via their TOOOL email addresses, notifying them that a vote is in progress. Once the vote has been thus called for, Boardmembers shall have one week to discuss their views and cast their votes. The final vote total at the end of one week’s time shall be considered the official result. Boardmembers shall have one week beyond this official result to voice any concerns about vote-tampering or other improper actions if they believe their electronic vote has been altered.
The TOOOL membership may act as a check and balance upon any decisions made by the Board of Directors. Any member of the Association in good standing may call for a full member vote (in the manner described above) with the aim of overriding and vetoing a Board of Directors vote within one week of its having been finalized. If a majority of TOOOL members in good standing (the current Board of Directors does not factor into the calculation of that total and Boardmembers do not vote in such a case) votes to overturn the Board, the original Board of Directors vote shall be considered null and void. The Board of Directors may raise the same issue again for a vote only after a one-month period of time, which shall be used for discussion and amending of the original proposal being voted upon. The Board of Directors should not seek to initiate another vote on a decision that is exceedingly similar to the position which the general membership has overturned by veto.
These by-laws can be modified by vote of the Board of Directors. Any such potential for a change in by-laws must be announced at least one week in advance of the vote. When a change in by-laws is proposed, full text of the new by-laws is to be made available, with particular notice emphasized concerning section(s) to be changed. Discussions follow, and summaries of arguments made should be published within two days if the parties espousing those viewpoints wish to have them considered by all voting parties. One week after the proposal of new by-law text, the changes are voted upon. Most matters are decided by simple majority vote. Changes to the by-laws require at least a two-thirds majority vote.
Dissolution of the Association
The dissolution of TOOOL can only happen by vote. Like changes to the by-laws, a two- thirds majority is needed for this to happen. Notification of such a proposed action and the specific procedure for such a vote is handled in accordance with the by-law amendment process described above. In the event of such a vote being carried, the organization shall be dissolved in one month’s time. All members will be immediately notified of the results of the vote.
In the event of any remaining equipment, finances, or other matters of value at the time of the dissolution of TOOOL, these resources should be liquidated as quickly as is prudently possible and the proceeds shall be used to cover all debts and outstanding fees owed by the organization. All remaining monies and resources shall be donated to other charitable organizations in the locksport and tech communities who are dedicated to similar aims as TOOOL.