In March the New Mexico New Makers non-profit approached the Quelab Board of Directors, to discuss dissolving their own non-profit & integrating into Quelab as a Taskforce. A memorandum of understanding was created, discussed, and approved on 3/31/21.

The MOU can be found in the google drive Quelab Board share - a direct link is https://drive.google.com/file/d/1fcCOJo8S9ORUdV6Bn_ebZ8KPnkiHUw0e/view.

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Below is the text of the MOU, dropped here as a placeholder, since the content of this page will be pulled from the MOU.

Memorandum-of-understanding (MOU) between New Mexico New Makers and Quelab Approved by consensus of Quelab Board via rolling email vote on March 31, 2021

1 - Overview

This MOU defines how New Mexico New Makers (NMNM) (formerly New Mexico New Makers 501c3) would operate as a formal task force under Quelab bylaws (Article 6) and applicable New Mexico state law.

The goal is to maintain the basic mission of New Mexico New Makers 501c3 but operate as a standalone task force at Quelab. New Mexico New Makers 501c3 is seeking to shut down formal operations, dissolve its licensing agreement with Make Media, and transfer existing funds to Quelab for use by the task force.

2 - Task Force Mission/Goals

The New Mexico New Makers Task Force (NM2TF) would maintain the same mission and goals as the original non-profit corporation:

Maker community-building and outreach, regardless of makerspace affiliation Production of occasional public events that bring together makers, visitors, educators

3 - NM2TF Membership, Rules, Chair

Members of NM2TF must be Quelab members. The initial membership of NM2TF shall include:

Craig Goldsmith
Charel Morris
Geoff Nicholson
Troy Ross

Upon formation of the task force, Craig Goldsmith shall be the initial Chair, with Charel Morris as Vice Chair. The chair serves a one-year term, and shall be chosen annually by consensus of the current NM2TF membership. The term year shall coincide with the Quelab board year and any changes in membership/chair of the NM2TF shall be provided to the Quelab board and noted in said minutes.

Additional members may be added by consensus of the existing NM2TF members. Members may be removed by a three-fifths (⅗) vote of the current task force membership.

In the event that NM2TF decides to dissolve the taskforce, all funds remaining in the sub-account shall revert to the Quelab General Fund.

4 - Finances

A separate bank account shall be maintained under the Quelab main bank account for NM2TF purposes. The NM2TF chair shall have access to the account along with a credit/debit card tied to the same account. The Quelab treasurer shall also have access to the account.

Any funds coming into NM2TF – e.g. donations, sponsorships, cash sales, Stripe/Square sales, matching Amazon Smile funds, etc. – shall be deposited into the Quelab main account, and then immediately transferred by the Quelab treasurer to the NM2TF sub-account after the deduction of a five-percent (5%) administrative fee to remain in the Quelab general fund.

Upon formation of NM2TF , all extant funds in the New Mexico New Makers 501c3 bank accounts shall be transferred to the Quelab main account, and then immediately transferred to the NM2TF sub-account after the deduction of a ten-percent (10%) administrative fee to remain in the Quelab general fund. (As of this writing, the funds to transfer amount to ~$3500.)

The Quelab Board of Directors (QBoD) shall authorize NM2TF to spend funds in the sub-account as NM2TF requires, including event costs, operational costs (e.g. MailChimp subscriptions), material costs (e.g. badges, tshirts, signage, printing, etc). Any outgoing funds shall be authorized by NM2TF under consensus rules; In keeping with Quelab rules and by-laws, all expenditures shall be supported by adequate documentation.

Any charges or fees incurred by NM2TF (e.g. bank fees, tax liabilities, etc) shall be paid from the NM2TF sub-account.

5 - Events

NM2TF will seek to produce occasional events. These events will not focus on Quelab specifically, but may involve Quelab in a direct way. Any event production will be solely the responsibility of NM2TF , and all costs shall be borne by NM2TF .

6 - Insurance

It is presumed that Quelab’s existing Directors & Officers and General Liability insurance covers general activities and events. However, if a given event would require additional insurance, that cost shall be borne by NM2TF .

7 - Storage

NM2TF may continue to store materials, supplies,etc., in the West Attic at Quelab, per the previous MOU as discussed below.

8 - Previously agreed upon MOU with NMNM

The dissolution of NMNM and change into the NM2TF task force nullifies the previously agreed-upon MOU. Quelab shall continue to accomodate NM2TF storage (as listed in #7 above and the MOU in question). In addition, if NM2TF should hold another Maker-based public event, the provisions listed in the MOU shall still apply, including but not limited to:

Quelab will continue to be the year round home to NM2TF for our meetings and trainings; these events will be open to Quelab members. Quelab will help to expand our resources for Learn-to-Solder by assisting us with reaching out to the maker community and helping NM2TF with providing soldering training to volunteers who are willing to work in the Learn-to-Solder area during each ABQ Maker Faire. Quelab will promote the NM2TF events on its website and in its social media. NM2TF will provide logos and links as needed. Twice a year we will do a joint email to our list and Quelabs larger mailing list. Each time we will clear and purge the lists to avoid spamming. And neither group will use this combined mailing list for other mailings without agreement from each side.

9 - Confirmation of Merger and Signatures

Pursuant to NMAC 53-8-43, the agreement to merge the operations of New Mexico New Makers and Quelab was voted upon by the full boards of both organizations at separate meetings, and this Memorandum of Understanding shall serve as the articles of merger. Two signed copies shall be provided to the New Mexico Secretary of State for filing, one shall be returned for the corporate records. The undersigned are the designated representatives of the respective corporations.