Bylaws of Quelab as of December 3, 2023

The principal office of the corporation is located at 680 Haines Avenue NW, being the City of Albuquerque in the County of Bernalillo in the State of New Mexico.

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, Albuquerque, NM 87106

Dated: October 1, 2024

New Address:

Dated: , 20 New Address: Dated: , 20

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.

This corporation is organized exclusively for one or more of the purposes as specified in Section 501©(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501©(3) of the Internal Revenue Code. Quelab is a fiscally sponsored project of School Factory, Inc. a Wisconsin-based 501©3 non-profit corporation.

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 math;

To provide local creators and makers a resource to explore and experience science, technology, engineering, arts, and mathematics (STEAM) in their community.

The corporation is a membership-driven organization. Members have the requirement to participate in the election of the board of directors annually as governed by the Election Policy (Appendix B). The responsibilities not delegated to the Board of Directors by these bylaws, nor responsibilities prohibited to the Members, are authorized to be done by the Members.

Membership is open to any adult person of the general public that supports the purpose statement in Article 2, Section 2. In order to be a member, a person must adhere to the bylaws; sign the Member Code of Conduct and Liability Waiver annually; and provide their phone number, mailing address, and an e-mail address for the purpose of receiving official notice of periodic membership meetings.

There will be an annual membership meeting, as called by the Board, at which a subset of the Directors will be elected. This meeting is mandatory, as a quorum of members must be present for a valid election to be conducted.

The corporation shall have seven to eleven, (7-11), directors and collectively they shall be known as the board of directors.

Section 2. Qualifications

Directors shall be of the age of majority in this state, a resident of New Mexico, and does not have to be a Quelab member (but must be ~eligible~ to be a member of Quelab)

Subject to the provisions of the laws of this state and any limitations in the articles of incorporation and these bylaws relating to action required or permitted to be taken, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors.

It shall be the duty of the directors to:

Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws;

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;

Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly;

Meet at such times and places as required by these bylaws;

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.

Execute fiduciary responsibilities of the corporation as presented by the officers and directors.

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.

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.

Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to directors shall be approved in advance in accordance with this corporation’s conflict of interest policy, as set forth in Article 9 of these bylaws.

Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the board of directors.

Regular meetings of directors shall be at least quarterly in person or by electronic means. All regular meetings must be open to all and announced to the membership.

Special meetings of the board of directors may be called by the chairperson of the board, the president, the vice president, the secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting. Special meetings do not have to be announced or open to general membership.

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:

Regular Meetings. No notice need be given of any regular meeting of the board of directors.

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.

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.

A quorum shall consist of 70% of the members of the board of directors. Board members must be present either physically or by telepresence technology. Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only action which the chair shall entertain at such meeting is to adjourn.

For a proposal made via the internal board email the same percentage of directors must respond to the email within one week of the date of the original proposal or counter proposal. If a quorum has not been reached the proposal shall be deemed disapproved and if required a new proposal on a new thread may be submitted for board action.

Every act or decision done or made by a consensus of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the articles of incorporation, these bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board. This rule also applies to proposals submitted via electronic means.

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), insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws or with provisions of law.

Vacancies on the board of directors shall exist (1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized directors is increased.

Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the office of the attorney general or other appropriate agency of this state.

Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.

Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law, vacancies on the board will be filled by special election. A person selected to fill a vacancy on the board shall hold office until the next election of the board of directors or until his or her death, resignation, or removal from office.

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

Except as may be otherwise provided under provisions of law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law.

The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer. The corporation may also have a chairperson of the board, one or more vice presidents, assistant secretaries, assistant treasurers, and other such officers with such titles as may be determined from time to time by the board of directors.

The officers may not necessarily be voting members of the board of directors, but are responsible to the board, including the officers previously named.

Officers shall be of the age of majority in this state. Officers shall also be obligated to remain members in good standing of Quelab for the duration of their term of office.

Officers of the corporation shall be selected by the board of directors via consensus, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be selected and qualified, whichever occurs first.

Any officer may be removed, either with or without cause, by the board of directors, at any time. Any officer may resign at any time by giving written notice to the board of directors or to the president or secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the board of directors relating to the employment of any officer of the corporation.

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the board of directors. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.

The president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be prescribed from time to time by the board of directors. Unless another person is specifically appointed as chairperson of the board of directors, the president shall preside at all meetings of the board of directors. Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the board of directors.

In the absence of the president, or in the event of his or her inability or refusal to act, the vice president shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the president. The vice president shall have other powers and perform such other duties as may be prescribed by law, by the articles of incorporation, or by these bylaws, or as may be prescribed by the board of directors.

Section 8. Duties of Secretary The secretary shall:

Certify and keep at the principal office of the corporation the original, or a copy, of these bylaws as amended or otherwise altered to date.

Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.

Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these bylaws, to duly executed documents of the corporation.

Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the bylaws, and the minutes of the proceedings of the directors of the corporation.

In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.

Section 9. Duties Of Treasurer The treasurer shall:

Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors.

Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the president or board of directors, taking proper vouchers for such disbursements.

Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.

Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore.

Render to the president and directors, whenever requested, an account of any or all of his or her transactions as treasurer and of the financial condition of the corporation.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

In general, perform all duties incident to the office of treasurer and such other duties as may be

required by law, by the articles of incorporation of the corporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.

The salaries of the officers, if any, shall be fixed from time to time by resolution of the board of directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation. All officer salaries shall be approved in advance in accordance with this corporation’s conflict of interest policy, as set forth in Article 9 of these bylaws.

The corporation may from time to time delegate the authority of the board of directors to committees and task forces as may be designated by resolution of the board of directors. All references in these bylaws to committees shall be understood to include both committees and task forces. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.

Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the board of directors, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the board of directors or by the committee. The board of directors may also adopt rules and regulations pertaining to the conduct of meetings of committees. The quorum for committees, task forces and special members meetings shall be 60%.

The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation over $500 shall be signed by the treasurer and countersigned by the president of the corporation, with the exception of the corporation’s debt service, lease obligations, and mortgage payments.

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.

The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

Section 1. Maintenance of Corporate Records The corporation shall keep at its principal office:

Minutes of all meetings of directors, committees of the board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses; c. A copy of the corporation’s articles of incorporation and bylaws as amended to date.

The board of directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation, and shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.

Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state, to be so prepared and delivered within the time limits set by law.

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©(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170©(2) of the Internal Revenue Code.

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

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©(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.

In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943© of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

The purpose of this conflict of interest policy is to protect this tax-exempt corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any “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 and which might result in a possible “excess benefit transaction” as defined in Section 4958©(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Interested Person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is 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, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

An ownership or investment interest in any entity with which the corporation has a transaction or arrangement,

A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or

A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and consensed upon. The remaining board or committee members shall decide if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the consensus on, the transaction or arrangement involving the possible conflict of interest. For quorum purposes all remaining members shall be considered a quorum. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a consensus of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

Violations of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

The minutes of meetings of the governing board and all committees with board delegated powers shall contain:

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.

A consensing member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from consensing on matters pertaining to that member’s compensation.

A consensing member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from consensing on matters pertaining to that member’s compensation.

No consensing member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

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:

the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation,

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):

is not the person who is the subject of the compensation arrangement, or a family member of such person;

is not in an employment relationship subject to the direction or control of 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

has no material financial interest affected by the compensation arrangement; and

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.

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

the availability of similar services in the geographic area of this organization

current compensation surveys compiled by independent firms

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.

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 the compensation arrangement and the date it was approved

The members of the board or compensation committee who were present during debate on the transaction, those who voted for it, and the details of the consensus decision

The comparability data obtained and relied upon and how the data was obtained

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 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.

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).

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.

Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

has received a copy of the conflicts of interest policy,

has read and understands the policy,

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.

These affirmations can also be carried out by electronic means 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:

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.

When conducting the periodic reviews as provided for in Section 7, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of the board of directors.

If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall govern.

Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.

All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.

All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

We, the undersigned, are all of the current directors of this corporation, and we consent to, and hereby do, adopt the foregoing as the bylaws of this corporation.

Approved upon by Quelab Board of Directors on: December 3, 2023

Consensus Policy

(CC-BY Mach 30)

As part of our shared value of sustainable leadership, Quelab intends to include as many people as possible in the decision making processes of the organization. We believe the best decisions are made when they are developed with full consent of all parties involved and that without the consent of these parties implementation of decisions becomes difficult or impossible. In order to achieve this goal of shared responsibility in support of the value of sustainable leadership, we adopted the consensus-based decision making process described here for board-level decisions.

This process actively engages participants throughout the decision making process which helps to increase the likelihood that the final decision will be one everyone will actively support. Finally, this consensus process will encourage participants to find creative solutions that balance diverse needs and values, which will result in higher quality decisions than more traditional processes that cannot easily balance competing needs and values.

It should be noted that reaching a consensus is not the same as requiring a unanimous vote. In consensus, participants are challenged to find an outcome that balances the organization's values with the needs of the program, policy, or group related to the decision. It is common for a consensus decision to involve one or more participants who can consent to the decision, that is allow it to be passed, but neither feel strong support for the decision, nor believe the decision is fundamentally unsound. This is not a mark of a poor decision, but rather an indicator of the degree to which participants are affected by the decision.

consensus — decision making process that develops solutions based on balancing values instead of defending positions; a decision made through the consensus process

stakeholder — someone who has a vested interest in the outcome of a decision and is often directly affected by the outcome

proposal — specific language describing the details of the decision to be made

call for consensus — official step in consensus process to ratify a proposal as a final decision, each participant is polled for their level of support (in favor, stand aside, block), proposal is ratified as long as there are no participants who block

straw poll — unofficial poll of the the level of support for the proposal, often done with show of thumbs

in favor — term used to denote support for a proposal in its current form, sometimes signified with a “thumbs up”

stand aside — term used to denote a willingness to “live with” proposal in its current form, while preferring a different outcome. (possible reasons to stand aside include having minor concerns or objections based on personal preference rather than adherence to criteria, or not being directly affected by the outcome), sometimes signified with a “thumbs to the side”

block — term used to denote opposition to the proposal in its current form, a consensus cannot be reached while there are one or more blocks, sometimes signified with a “thumbs down”

buy-in — amount of support in a group for a decision

positions — opinions specifying desired details of a decision (for example: the car must be red)

interests — principles that have direct bearing on the decision at hand (for example: the leading character's car should look fast)

values — the underlying “good” that needs to be served by final decision. (for example: selling lots of tickets to 15-30 year-old men)

criteria — the interests and values that must be honored for the final decision to be acceptable.

clarifications — questions asked by participants to help them understand what the proposal means

concerns — points raised by participants to describe aspects of the proposal that may be weak or in need of improvement

appreciative inquiry — the practice of asking honest, neutral, and open ended questions for the purpose of increasing one's understanding of another perspective.

A critical aspect of consensus decisions is defining participants– that is who contributes ideas, offers feedback, and ultimately has the right to approve or block the decision. Naturally, all Quelab Board members are always included as participants in Quelab consensus decisions. In order to promote representation of the views of all stakeholders in a decision, the Quelab board will also include participants beyond its own members when doing so is necessary to ensure the views of the entire organization are considered.

Examples of possible guest participants include, but are not limited to, Quelab members and staff who are directly impacted by the decision at hand, community stakeholders, volunteers, representatives from partner or potential partner organizations when the decision directly impacts organization or partnership in question. The inclusion of guest participants in a consensus decision will follow an open and planned process. The decision to include guest participants will be made well before the consensus process begins, and will be clearly documented. Guest participants will be given an invitation to participate that includes sufficient notice to prepare for the work.

Finally, in order to provide for the best possible experience and outcome during meetings, it is essential that participants in consensus decisions familiarize themselves with this consensus policy.

Decisions that require formal consensus include but are not limited to the following:

Selection of Officers

Removal of Board members

Approval of annual budgets

Decisions involving compensation

Changes to the Articles of Incorporation

Changes to the Bylaws

Decisions regarding Conflicts of Interest (excluding interested parties) Decisions not listed above may be elevated to formal consensus at the request of any board member.

The following steps describe the formal consensus process. Those decisions that require formal consensus will follow each of the steps.

● Ground rules—Quelab will use the following ground rules, developed by Roger Schwarz as part of The Skilled Facilitator approach for consensus decisions:

○ Test assumptions and inferences.

○ Share all relevant information

○ Use specific examples and agree on what important words mean.

○ Explain your reasoning and intent.

○ Focus on interests, not positions.

○ Combine advocacy and inquiry.

○ Jointly design next steps and ways to test disagreements. ○ Discuss undiscussable issues.

Before attempting to reach a decision, it is important to establish the goal (for example to decide what car to buy) and boundaries of the decision (for example the car is needed by next Friday). Participants should begin the consensus process by holding an open discussion around the nature of the decision and the desired outcome to prepare for the work ahead.

Criteria are the requirements to which the final decision must adhere. To use a common consensus metaphor, the criteria create the box within which all acceptable solutions will fit.

3. Draft Proposal (may be in full group, or sent to sub-group)

After the group sets criteria the full group or a sub-set of the group work to develop a solution that satisfies the criteria laid out by the whole group. The level of detail required in the proposal will depend on the complexity of the decision at hand.

After the proposal has been drafted it comes back to the full group for review, discussion and further action in the following order.

Group members ask questions one at a time about the meaning of the proposal. Each clarification should be finished before the next is asked. As necessary, the proposal language is refined to improve clarity.

Group members raise any concerns one at a time and discuss potential improvements to the proposal. This process continues until all concerns have been addressed (either resolved by modifying the proposal, or noted but allowed to stand). Concerns should be addressed in terms of criteria not met by the proposal or group values that may be violated though the proposal as it currently stands.

Call for consensus (acknowledge possibility of a block - refer to section 7) Group members are asked, one at a time, to indicate if they are “in favor”, “stand aside”, or “block” the proposal; if there are any blocks, see Section 7 for how to resolve them, otherwise go to next step.

Record final decision (including stand asides - who and why) The exact language of the adopted proposal is documented along with whether it has been approved, and which participants were “in favor”, “stood aside”, and “blocked” (in the case of a proposal that was not approved). For any “stand asides” or“blocked” “votes” note the reasons for concern in the notes.

The formal consensus process described in Section 5 is reserved for the most critical decisions made by the Board, namely those that carry the most negative impact when a poor decision is made. However, there are numerous other decisions that must be made (everything from when to meet, to the language that will go into a draft proposal to be presented to the full Board), both at the level of the full board and of committees. The process used to make these decisions should still focus on finding creative solutions by balancing all of the values in play, and it should support the need to elevate the decision to the formal consensus process when that is requested by a Board member, while being nimble enough for daily use.

This informal decision process is modeled after the formal consensus process, but allows the boundaries between the steps to blur together, and concludes when the participants feel they have a complete decision and there are no objections to moving forward. Note, both processes use the same set of ground rules.

The steps for this process are:

As in formal consensus, the initial discussion should frame the decision. In less formal settings, this initial discussion may include proposed criteria or elements of the solution. The smaller the decision (such as agreeing on the next time a committee will meet), the shorter this step will take.

As the discussion progresses, the proposed solution should start to take shape. For larger decisions (such as draft language of a proposal that will go back to the Board as part of a formal consensus process), the participants may elect to develop a short list of criteria as part of developing the solution. As the solution is being developed, the participants should be looking for points that have not been addressed, are not clear to the entire group, or that need further refinement.

Periodically, the participants should check to see if the solution represents a complete decision. If the answer to the following questions is no, then the solution represents a complete decision and should be recorded in the appropriate set of minutes

anyone feels there is anything missing from the solution

anyone has any questions about the solution

anyone has any additional concerns about the solution

anyone is uncomfortable with the solution

Before working to resolve a block, it is important to realize that a block should not be interpreted as a failure by the group, but rather an indication that more work is needed to reach the decision at hand. This frame of mind is crucial to successfully working through the objections being raised and finding the correct balance of the elements in the proposal.

The first step toward resolving a block comes before the block occurs, namely ensuring that the participants understand when and how to block a decision. Blocking a decision should be used to protect the goals and values of the organization, not for expressing personal preferences or values.

Specifically, it is important that a participant block a decision if they feel:

key elements of the decision are not being addressed

when one of the agreed upon criteria is not being met

when the decision is likely to create real danger or harm to the organization, its members, or any other people or organizations

when one of the organization's stated or implied values would be violated by the decision Ideally, the concerns listed above that warrant a block would be raised during the discussion and refinement of a proposal, but this is not always the case. Reasons for this can include everything from a participant's absence during a portion of the discussion to the participant not realizing they have a concern until they are asked to agree to the decision. Regardless of the reason, it is important to approach the block with respect and patience. The consenting members should use appreciative inquiry techniques to seek to understand the underlying values or previously unexpressed concerns that are leading to the block. Once the participants understand the source of the block, they should return to Step 4.2 and begin addressing the newly raised concerns, before continuing with the formal consensus process. Note, if more than one participant has blocked there may be more than one set of new concerns to address, which should be addressed one at a time. Finally, it is important to realize that a block should never be used merely to stall a decision. To that end, the right to block is tied to the responsibility to work with the remainder of the participants to resolve the block. If possible, blocks should be resolved in the meeting in which they are raised. Go back to the “address concerns” portion of the process and move forward from there. If blocking participants are unable to address the block in the moment (reasons can include a lack of time to continue meeting, a need to reflect on why they feel the need to block, a need to “cool” off before continuing the discussion, and others), the group will commit to deciding how to proceed within 24 hours. Because each block will be different, there is no standard set of rules for what that process will look like. As long as the agreed upon process assumes good intentions on the part of the group and the blocker, is agreeable to all participants, and takes into consideration the time sensitivity of the issue, the consequences of failure, and the complexity of the concern, it will be considered a valid attempt to resolve the block. If the block is not resolved after following the agreed upon process, the consenting participants may override the block by a unanimous decision (that is one without stand asides or blocks) to move forward with the proposal as written. Please note, overriding a block in this way should be reserved for those situations where there is truly no other way forward. Participants should strive to resolve the block by addressing the underlying values and concerns, even when those values or concerns are difficult for blocking participants to express.

Elections for Quelab shall be handled as outlined below. The Board of Directors will call an election as specified under §4.9 and will determine the date of the election. Nominations will be solicited 30 days prior to the mandatory notification of the meeting under §3.3 such that the full slate of approved candidates will be ready for publication at the official announcement of the voting period.

Voting shall be open to all members in good standing (See §3.2) in the month that the election is held. Voting will be held by secret ballot and counted by ) the Board of Canvass convened by the Vice President.

Nominations shall be solicited from all members in good standing. Nominations must be submitted electronically or in writing to the board or a designated Selection Committee. All nominees will be contacted by the Selection Committee to ensure their willingness to stand for election, and serve if elected. Members can nominate themselves for a position up for election, but the nominations will be vetted by the Selection Committee based on the following qualifying criteria: Directors must meet the qualifications stated §4.2; Directors are not mandated to be members of the corporation during their term of office.

The Board will call an election based on the criteria of §4.9 and their designate shall notify the

membership following the procedures in §3.3. The designate will specify in this communication how many seats are up for election and when the election will occur (time, location).

A quorum of the members (53%) will be required for an election to be certified. Members shall be deemed as present if physically present or if they voted electronically (as defined in the Operations Manual) by the end of the election period. Voting shall be conducted by the “ranked choice” voting method.