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policies:bylaws-010514 [2015/12/09 01:43]
Geoff Nicholson [Section 3. Conflict of Interest Avoidance Procedures] 		policies:bylaws-010514 [2024/10/07 13:56] (current)
65.21.232.254 ↷ Links adapted because of a move operation
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 The principal office of the corporation is located in 680 Haines Avenue NW, being the City of Albuquerque in the County of Bernalillo in the State of New Mexico. The principal office of the corporation is located in 680 Haines Avenue NW, being the City of Albuquerque in the County of Bernalillo in the State of New Mexico.
 ==== Section 2. Change of Address ==== ==== Section 2. Change of Address ====
-The designation of the county or state of the corporation’s principal office may be changed by amendment of these bylaws. The board of directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:+The designation of the county or state of the corporation’s principal office may be changed by amendment of these bylaws. The board of directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:\\ 
 + 
 +**New Address:** 1511 Central Avenue NE, Albuquerque, NM, 87106\\ 
 +**Dated:** October 1, 2024 
 ==== Section 3. Other Offices ==== ==== Section 3. Other Offices ====
 The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate. The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.
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 ===== Article 2 - Nonprofit Purposes ===== ===== Article 2 - Nonprofit Purposes =====
 ==== Section 1. IRS Section 501(c)(3) Purposes ==== ==== Section 1. IRS Section 501(c)(3) Purposes ====
-This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.  Quelab is a fiscally sponsored project of School Factory, Inc. a Wisconsin-based 501(c)3 non-profit corporation. +This corporation is organized exclusively for one or more of the purposes as specified in Section <nowiki>501(c)(3)</nowiki> of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section <nowiki>501(c)(3)</nowiki> of the Internal Revenue Code.  Quelab is a fiscally sponsored project of School Factory, Inc. a Wisconsin-based <nowiki>501(c)(3)</nowiki> non-profit corporation. 
  
 ==== Section 2. Specific Objectives and Purposes ==== ==== Section 2. Specific Objectives and Purposes ====
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     * To maintain and operate a physical space within the city of Albuquerque that fosters creative technological exploration, collaboration, education, and economic development;     * To maintain and operate a physical space within the city of Albuquerque that fosters creative technological exploration, collaboration, education, and economic development;
     * To host events for the public where participants learn and are inspired to teach based on a shared interest in science, technology, engineering, arts, and mathematics;     * To host events for the public where participants learn and are inspired to teach based on a shared interest in science, technology, engineering, arts, and mathematics;
-    * To provide local creators and makers a resource to explore and experience science, technology, engineering, arts, and mathematics ([[:steam|STEAM]]) in their community+    * To provide local creators and makers a resource to explore and experience science, technology, engineering, arts, and mathematics ([[:steam|STEAM]]) in their community.
  
 ===== Article 3 - Membership ===== ===== Article 3 - Membership =====
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 ==== Section 4. Duties ==== ==== Section 4. Duties ====
 It shall be the duty of the directors to: It shall be the duty of the directors to:
-a.    Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws; +  - Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws; 
-b.    Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation; +  - Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation; 
-c.    Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly; +  - Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly; 
-d.    Meet at such times and places as required by these bylaws; +  - Meet at such times and places as required by these bylaws; 
-e.    Register their addresses with the secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof. +  - Register their addresses with the secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof. 
-f.     Execute fiduciary responsibilities of the corporation as presented by the officers and directors.+  - Execute fiduciary responsibilities of the corporation as presented by the officers and directors.
 ==== Section 5. Term of Office ==== ==== Section 5. Term of Office ====
-Each year, one half of the authorized number of directors shall be elected to serve on the board of directors for a two-year term as governed by the Election Policy (Appendix B). Each director shall hold office until his or her successor is elected and qualified.+Each year, one half of the authorized number of directors shall be elected to serve on the board of directors for a two-year term as governed by the Election Policy ([[policies:election_policy-010514|Appendix B]]). Each director shall hold office until his or her successor is elected and qualified.
  
 If, at a meeting for the election of directors, more than one group of initial board members is elected to serve for a first staggered term of office, then the secretary of the corporation shall assign each director to a numbered group and shall make a chance selection between or among the numbered groups (by selecting among other lots or by some other chance selection procedure).  The group corresponding to the number so chosen shall be subject to election to a staggered term at the meeting. If, at a meeting for the election of directors, more than one group of initial board members is elected to serve for a first staggered term of office, then the secretary of the corporation shall assign each director to a numbered group and shall make a chance selection between or among the numbered groups (by selecting among other lots or by some other chance selection procedure).  The group corresponding to the number so chosen shall be subject to election to a staggered term at the meeting.
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 ==== Section 10. Notice of Meetings ==== ==== Section 10. Notice of Meetings ====
 Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors: Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:
-a.    Regular Meetings. No notice need be given of any regular meeting of the board of directors. +  - Regular Meetings. No notice need be given of any regular meeting of the board of directors. 
-b.    Special Meetings. At least one week prior notice shall be given by the secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, email, or by facsimile machine, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile or email notification, the director to be contacted shall acknowledge personal receipt of the email or  facsimile notice by a return message or telephone call within twenty-four hours of the first notification. +  - Special Meetings. At least one week prior notice shall be given by the secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, email, or by facsimile machine, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile or email notification, the director to be contacted shall acknowledge personal receipt of the email or  facsimile notice by a return message or telephone call within twenty-four hours of the first notification. 
-c.    Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the articles of incorporation, these bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.+  -Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the articles of incorporation, these bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
    
 ==== Section 11. Quorum for Meetings ==== ==== Section 11. Quorum for Meetings ====
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 ==== Section 13. Conduct of Meetings ==== ==== Section 13. Conduct of Meetings ====
 +
 Meetings of the board of directors shall be presided over by the chairperson of the board, or, if no such person has been so designated, or in his or her absence, the president of the corporation, or in his or her absence, by the vice president of the corporation, or in the absence of each of these persons, by a chairperson chosen by the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting. Meetings of the board of directors shall be presided over by the chairperson of the board, or, if no such person has been so designated, or in his or her absence, the president of the corporation, or in his or her absence, by the vice president of the corporation, or in the absence of each of these persons, by a chairperson chosen by the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
  
-Meetings shall be governed by Consensus Policy ([[Appendix A|Appendix A]]), insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws or with provisions of law.+Meetings shall be governed by Consensus Policy ([[policies:consensus_policy-010514|Appendix A]]), insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws or with provisions of law.
  
 ==== Section 14. Vacancies ==== ==== Section 14. Vacancies ====
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 No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501.h of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501.h of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
  
-Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501.c.3 of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170.c.2 of the Internal Revenue Code.+Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section <nowiki>501(c)(3)</nowiki> of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section <nowiki>170(c)(2)</nowiki> of the Internal Revenue Code.
  
 ==== Section 2. Prohibition Against Private Inurement ==== ==== Section 2. Prohibition Against Private Inurement ====
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 ==== Section 3. Distribution of Assets ==== ==== Section 3. Distribution of Assets ====
-Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501.c.3 of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.+Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the meaning of Section <nowiki>501(c)3</nowiki> of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
  
 ==== Section 4. Private Foundation Requirements and Restrictions ==== ==== Section 4. Private Foundation Requirements and Restrictions ====
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 ==== Section 4. Records of Board and Board Committee Proceedings ==== ==== Section 4. Records of Board and Board Committee Proceedings ====
 +
 The minutes of meetings of the governing board and all committees with board delegated powers shall contain: The minutes of meetings of the governing board and all committees with board delegated powers shall contain:
-a.    The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed. + 
-b.    The names of the persons who were present for discussions and consensus decisions relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any consensus decisions taken in connection with the proceedings.+    * The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed. 
 +    * The names of the persons who were present for discussions and consensus decisions relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any consensus decisions taken in connection with the proceedings.
  
 ==== Section 5. Compensation Approval Policies ==== ==== Section 5. Compensation Approval Policies ====
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 When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures: When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:
  
-    - a.    the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation, +    -the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation, 
-    - b.    all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6©(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a “disqualified person” (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations): +    -all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6©(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a “disqualified person” (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations): 
-      - 1.    is not the person who is the subject of the compensation arrangement, or a family member of such person; +      -is not the person who is the subject of the compensation arrangement, or a family member of such person; 
-      - 2.    is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement +      -is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement 
-      - 3.    does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement +      -does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement 
-      - 4.    has no material financial interest affected by the compensation arrangement; and +      -has no material financial interest affected by the compensation arrangement; and 
-      - 5.    does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member. +      -does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member. 
-    - c.    the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following: +    -the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following: 
-      - 1.    compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. “Similarly situated” organizations are those of a similar size, purpose, and with similar resources +      - compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. “Similarly situated” organizations are those of a similar size, purpose, and with similar resources 
-      - 2.    the availability of similar services in the geographic area of this organization +      - the availability of similar services in the geographic area of this organization 
-      - 3.    current compensation surveys compiled by independent firms +      - current compensation surveys compiled by independent firms 
-      - 4.    actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services. +      - actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services. 
-    - d.    the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include: +    - the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include: 
-      - 1.    the terms of the compensation arrangement and the date it was approved +      - the terms of the compensation arrangement and the date it was approved 
-      - 2.    the members of the board or compensation committee who were present during debate on the transaction, those who consensed on it, and the details of the consensus decision +      - the members of the board or compensation committee who were present during debate on the transaction, those who consensed on it, and the details of the consensus decision 
-      - 3.    the comparability data obtained and relied upon and how the data was obtained +      - the comparability data obtained and relied upon and how the data was obtained 
-      - 4.    If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination. +      - If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination. 
-      - 5.     If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting. +      - If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting. 
-      - 6.    any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and the consensus decision to approve the arrangement). +      - any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and the consensus decision to approve the arrangement). 
-      - 7.    The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee. +      - The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.
 ==== Section 6. Annual Statements ==== ==== Section 6. Annual Statements ====
 +
 Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
-a.    has received a copy of the conflicts of interest policy, + 
-b.    has read and understands the policy, +    * has received a copy of the conflicts of interest policy, 
-c.    has agreed to comply with the policy, and +    * has read and understands the policy, 
-d.    understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.+    * has agreed to comply with the policy, and 
 +    * understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
  
 ==== Section 7. Periodic Reviews ==== ==== Section 7. Periodic Reviews ====
 +
 To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
-a.    Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining. + 
-b.    Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.+    * Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining. 
 +    * Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.
  
 ==== Section 8. Use of Outside Experts ==== ==== Section 8. Use of Outside Experts ====
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 ===== ADOPTION OF BYLAWS ===== ===== ADOPTION OF BYLAWS =====
 +
 We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing as the bylaws of this corporation. We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing as the bylaws of this corporation.
  
 Approved upon by Quelab Members on: 5 January 2014 Approved upon by Quelab Members on: 5 January 2014
-<LINK TO MEETING MINUTES>+