This organization is named The Open Organisation Of Lockpickers ("TOOOL" or "the Organization"). TOOOL in the United States (incorporated as The Open Organisation Of Lockpickers Inc., a 501(c)(3) registered non-profit corporation) is a unique legal entity affiliated with but legally separate from other national TOOOL organizations, including the founding organization in the Netherlands.
Aim & Purpose
TOOOL exists to promote 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 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.
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 Organization shall make available to all members a copy of these by-laws.
Rules of Ethics
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 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 familiarize themselves with the relevant statutes in their jurisdiction at the time they are inducted into the Organization.
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 Organization, 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. Members contribute dues to the Organization. Members have the right to attend Chapter 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 Organization.
Although members have the right to be recognized and called by titles of their own designation, the Board of Directors may keep a private register in which the legal names and addresses of all members are recorded.
At the Board's discretion, non-member individuals who have performed special service to the Organization can be designated as "honorary members". Honorary members have all the rights and duties of an ordinary member, with the exception of any obligation to pay dues.
Membership can be terminated in four ways
A member wishing to resign their affiliation with the Organization must do so in writing delivered to the Board of Directors..
A member may be expelled if that member acts in repeated violation of the Organization's by-laws or behaves in a way that has a grossly negative impact upon the Organization. In order for a member to be expelled, the Board of Directors will discuss and vote on the matter. The results of this vote are disclosed publicly and the member shall be notified in writing.
A vote of expulsion by the Board of Directors may be reduced to probation if a majority votes in favor of it in a vote whose eligible voters consist of all current TOOOL members (excepting members of the Board of Directors). The member will be allowed to continue with the Organization on a probationary status for a period determined by the Board of Directors not to exceed one year.
During such probationary time, the member may continue to participate in TOOOL events, but may not call a vote of the membership or vote on such matters, vote on members of the Board of Directors, be nominated for election to the Board of Directors, serve as a Chapter Coordinator, or be appointed to an Auditing Party. The attitude and conduct of the probationary member 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 and Donations
The amount and schedule of membership dues shall be periodically reviewed and published by the Board. A portion of these proceeds shall be distributed to local Chapters to support their operations in furtherance of TOOOL's mission. The remaining funds support the national-level administration and the organization of locksporting events.
Donors can be either natural or legal persons who support the Organization through financial contributions, in-kind contributions, or other means. The Board of Directors shall discuss the character and goals of any donors and vote to either approve or decline their assistance.
Board of Directors
The Board of Directors consists of five members who are elected to the position of Board Member and represent the Organization in accordance with applicable law.
Every six months, the Board of Directors will report to the membership concerning matters of policy, financial status, and progress towards goals. The Board of Directors is in charge of overseeing member compliance with the by-laws and taking appropriate steps when members fail to act in accordance with these regulations.
The Board of Directors may 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. A member of the Board of Directors may be removed by a unanimous vote of the other members of the Board with no abstentions.
Members of the Board of Directors will be elected for a term of two years, and may stand for reelection at the end of each term.
Other Elected Positions, Employees, and Contractors
At the discretion of the Board of Directors, other elected positions may be created to oversee specific aspects of the Organization's administration and operation. Such elected positions will be elected for a term of one year, and may stand for reelection at the end of each term. Unless specified otherwise by the Board, the election process for these positions will be the same as for a Member of the Board of Directors.
The Board of Directors may in its discretion retain full or part time staff to assist with aspects of Organization operations. The Board has sole responsibility for retaining, dismissing, compensation, and terms of employment for such staff. The titles and responsibilities of any paid positions in the Organization shall be included the Board's bi-annual reports to the membership, monies used to pay salaries or other compensation shall be included in regular budget reports as well as any required financial disclosures.
The membership may vote to appoint an independent commission, hereinafter referred to as an "Auditing Party", of at least two members (none of whom are presently on the Board of Directors), which has the authority to review all financial records and Board of Directors documentation, official communications, etc. The motion to create the Auditing Party shall articulate with specificity one or more topics of inquiry and a term of existence not to exceed 3 months. A simple majority in a vote whose eligible voters consist of current TOOOL members, not including the Board of Directors, shall be required to pass the motion. The review of the Auditing Party shall be limited in scope to the topics of its chartering motion, and shall report its findings to the general membership by the end of its term.
Chapters and Meetings
TOOOL shall be composed of Chapters, which consist of Members who meet regularly (traditionally monthly) in a given geographic area to carry out the mission of the Organization. A Chapter shall be considered established when it has been officially recognized by a vote of the Board of Directors.
TOOOL Chapters shall have a Chapter Coordinator. Coordinators are members nominated by the members of the Chapter and confirmed by the Board of Directors. Coordinators are responsible for scheduling and overseeing meetings, organizing and maintaining TOOOL equipment, and representing their Chapter to the national Organization and the Board of Directors. Members of a 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. A Chapter Coordinator may be removed by a vote of the Board of Directors.
At least one third of a Chapters meetings shall be public meetings, which are held in locations accessible to the public and for which 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. Meetings other than the public meetings 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.
Conflict of Interest and Separation from Other Entities
TOOOL provides free lockpicking instruction primarily in the public realm. Members of the Organization are therefore cautioned that when engaging, on a "private" or "for-profit" basis, in activities similar to those undertaken by the Organization, they should take care to avoid the appearance the activity or speaker is promoted by TOOOL or give the impression that TOOOL is supporting or endorsing the activity or speaker.
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. Members shall not use or display any clothing, signage, equipment, slides, or other resources that bear the TOOOL logo or branding in circumstances that would imply TOOOL affiliation or endorsement with for-profit entities, such as when representing such entities at events. 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 endorsing other entities, events, or products on behalf of the Organization without the express permission of the Board of Directors.
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 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 excessive.
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 Organization as part of a biographical statement, but shall not represent that TOOOL is supporting or affiliated with their private appearance.
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 Organization 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-Organization use shall be purchased at full public pricing.
The Board of Directors shall maintain wholly separate bank accounts and financial records for the Organization and shall ensure that no TOOOL resources are used for private purposes.
Members are entitled to purchase TOOOL products at discounted pricing for non-commercial and personal purposes. Abuse of this benefit may result in revocation of such benefits or other penalties. Chapters may purchase equipment at a discounted price if they are going to be distributed exclusively at TOOOL events. TOOOL may also lend equipment to Chapters, such as Content Boxes, or specimens from the Lock Library.
The Board of Directors sets all public pricing and member pricing of the goods sold by the Association.
Member votes are handled by means of a system that all TOOOL members can access. The voting system may be public or anonymous, but must permit members to verify that their vote is counted correctly.
Elections of Members of the Board shall be held each year, typically in February unless circumstances require otherwise. In odd-numbered years, two Board seats will be up for election; in even-numbered years three Board seats will be up for election. Any member may nominate themselves or any other member for a seat on the Board. The list of candidates will then be voted on by the membership (including the members of the Board of Directors in their capacity as individual members) and the results announced to the membership. In the event of a tie, the Board of Directors, including any outgoing members, shall vote and the majority opinion there shall break the tie. Voting will last 21 calendar days, beginning with the release of a candidate roster and ending with the tally of votes and announcement of results.
When a vote is called in matters other than Board member elections, an announcement shall be made to the membership through a regular channel for membership communications and the full text of the matter shall be provided. Once the vote has been called, members shall have two weeks to discuss their views and cast their votes. The final vote total at the end of two weeks time shall be considered the official result. Members shall have one week beyond this official result to voice any concerns about the voting system.
Any Member may call for a referendum on any decision or vote of the Board of Directors within one week of its notification to the membership. If a majority in an election whose eligible voters consist of all current TOOOL members, not counting the Board of Directors, votes to overturn the Board's decision, the decision shall be nullified. 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 membership has overturned by veto.
These by-laws can be modified by majority vote of the Board of Directors. Any such potential for a change in by-laws must be announced at least two weeks in advance of the vote. When a change in by-laws is proposed, the full text of the new by-laws is to be made available, with particular notice emphasizing section(s) to be changed. Members may submit comments and concerns regarding the proposed revisions for consideration by the Board of Directors, which shall be published to the membership upon request.
Dissolution of the Organization
TOOOL may be dissolved by a two-thirds majority vote in an election whose eligible voters consist of all current TOOOL members. Notification of such a proposed action and the specific procedure for such a vote is handled in accordance with the membership voting 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 shall 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.