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La Plaza Telecommunity Amended Bylaws
Approved Nov. 9 1999


ARTICLE I NAME

The name of this organization shall be La Plaza Telecommunity.



ARTICLE II PURPOSE

1. La Plaza Telecommunity ("La Plaza") is a non-profit membership organization seeking to operate a community service organization for charitable and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, without profit to any officer or director.

2. The specific purposes of La Plaza are the:
(1) provision of public access to information;

(2) promotion and development of programs to educate the public in the use of telecommunications;

(3) research, development, implementation and maintenance of a telecomputer network; and,

(4) receipt and administration of funds for charitable, educational, and/or scientific purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code. Such funds may include, but are not limited to, dues, grants, fees, gifts and bequests.
3. La Plaza shall have all powers enumerated herein and all powers enumerated in the New Mexico Non-profit Corporation Act.



ARTICLE III MEMBERSHIP

1. ELIGIBILITY. All persons or entities, without limit to number, who desire to support and participate in the activities of La Plaza, who are registered as users, and who have paid the membership dues, if any, may be enrolled as Members of La Plaza.

2. ACCEPTANCE. Upon receipt of a completed application form and payment of any dues or fees required, La Plaza will issue an acknowledgment of Membership, listing its class and term. The Board of Directors reserves the right to cancel the Membership of any Member if the Board of Directors considers that such membership would be detrimental to La Plaza, and/or for delinquency of the payment of dues or fees.

3. DUES AND/OR FEES. Membership dues and/or fees for various classes of Membership shall be determined by the Board of Directors and shall be set forth in a separate schedule published by the Board of Directors. At the discretion of the Board of Directors, a Member may cease to be in good standing if dues and/or fees are delinquent for a period of one (1) month or more. Members will be informed one month in advance of the due date for payment of dues and/or fees.

4. CLASSES OF MEMBERSHIP. The Board of Directors may determine various classes of Membership. Such Membership classes may include, but are not limited to the following:
a. Voting Membership. Individuals having attained the age of eighteen (18) years and who hold a valid La Plaza e-mail account may become Voting Members by joining the lpgovern mailing list. Members in good standing are entitled to vote in the annual election of Directors, and upon any other matters properly brought before the annual meeting or any special meetings of the Members, and are entitled to enjoy all of the other privileges of Membership.

b. Junior Membership. Individuals who have not attained the age of eighteen (18) shall have all the privileges of Membership except that of voting.

c. Corporate Membership. Partnerships, Corporations, Limited Liability Companies, Foundations, and Associations shall have all the privileges of Membership except that of voting.

d. Honorary Membership. Honorary Membership may be conferred by a majority vote of the Board of Directors upon any Member who has made significant contribution or provided exemplary service to La Plaza. Honorary Members may be exempted from payment of all or part of any dues or fees for a term set by the Board of Directors, and shall enjoy all of the privileges of Membership of the class from which they were named. Honorary Membership may be declined by the recipient, and may be revoked by the Board of Directors at any time, with or without cause.
5. ANNUAL MEETING. The Annual Meeting of the Membership of La Plaza shall be held on the second Tuesday of November of each calendar year. Election of the Board of Directors and voting on any other proposals brought before the Membership shall take place during a one week balloting period beginning on the first Tuesday of November of that year. Announcement of election results, presentation of the yearly financial report, presentation of annual reports of committees, and any other business included in the Agenda of the Annual Meeting, shall take place at the Annual Meeting. The Annual Meeting shall be held at a location determined by the Board of Directors.

6. SPECIAL MEMBERSHIP MEETINGS. A petition signed by ten (10%) percent of the eligible Voting Members of La Plaza, or a vote by a majority of a quorum of the Board of Directors, shall be sufficient to call a special meeting of the Membership. A special meeting shall be held at a location determined by the Board of Directors.

7. PARLIAMENTARY PROCEDURE. Meetings of the Membership shall be governed according to Roberts Rules of Order (Revised).

8. QUORUM. Twenty-five (25%) percent of the eligible Voting Members shall constitute a quorum for Membership voting. For Membership meetings held via electronic means a quorum is established by at least twenty-five (25%) percent of the eligible Voting Members casting votes.

9. NOTICE.   Written notice stating the place, day and hour of the Annual Meeting or a special meeting of the members and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days before the date of the meeting, either personally, by mail, or by electronic message, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. If sent by electronic message, the notice shall be deemed to be delivered when transmitted to the electronic mail account of the member as recorded in the records of the corporation.



ARTICLE IV DUTIES AND POWERS

1. GOVERNING BODY. The Board of Directors shall be the governing body of La Plaza and all of its committees, employees, and agents. It shall establish policies for the operation of La Plaza and provide direction, financial, and administrative operations.

2. MEMBERSHIP OF THE BOARD OF DIRECTORS.
a. Number of Members and Length of Terms. The Board of Directors shall consist of not less than three (3) and no more than nine Members of La Plaza each to be elected for a three (3) year term. The terms of the Board of Directors shall be staggered so that approximately one-third (1/3) of the Directors' terms expire each year. Elections for the Board of Directors shall be held once a year at the Annual Meeting. The elected Members of the Board of Directors shall serve until the election and qualification of their successors.

b. Nominations. The Nominating Committee shall present a list of nominees for election to the Board of Directors to the President and the Board of Directors at least thirty (30) days prior to the Annual Meeting. The committee shall propose as nominees a number of candidates greater than the number of positions open, if possible. The Board of Directors shall have final approval of the candidates nominated for the ballot.

c. Requirements of nominees. Each nominee must submit to the nominating committee a written or electronically transmitted document which includes: a statement of acceptance of the nomination and willingness to assume the duties and responsibilities of Board Membership if elected; a statement of the nominee's qualifications; and a statement of purpose in accepting the nomination. Nominees who are employees of La Plaza must additionally stipulate that they will terminate their employment with La Plaza Telecommunity upon their election to the Board of Directors.

d. Balloting and Election. Balloting shall be done by secret ballot with each Voting Member casting votes for individual nominees equal to the number of positions open. The President shall appoint a committee to count all ballots cast. The nominee receiving the largest number of votes will fill the first open position, the nominee receiving the next largest will fill the second open position, and so on until all open positions are filled.  In the event of a tied vote for the last open position, the outcome shall be determined by a runoff election between the nominees with equal numbers of votes.  In the event of a tied vote between two or more nominees who will fill positions in any case, the outcome, if necessary, shall be determined by lot.

e. Assumption of Office. Newly elected Members of the Board of Directors shall take office at the next regular meeting of the Board following their election.

f. Compensation of Directors. No member or Officer of the Board of Directors (other than the Executive Director) may be compensated for his or her services, and no Director or Officer (other than the Executive Director) shall be a salaried employee of La Plaza. Members of the Board of Directors may apply to the Board for reimbursement of expenses incurred in connection with the performance of their official duties.
3. REPLACEMENT OF BOARD MEMBERS.
a. Should any Member of the Board of Directors fail to attend three (3) meetings without due cause, the President may declare his or her position vacated and a successor shall be elected by a Majority of the Board of Directors to fill the vacancy until the next annual election.

b. A Member of the Board of Directors may be removed at any time by a vote of three-fourths (3/4) of the remaining Directors, or by an affirmative vote of two-thirds (2/3) of the voting Members at a meeting of the Members called for that purpose.

c. Should any Member of the Board of Directors resign or otherwise terminate or have terminated his Membership on the Board of Directors, a successor shall be elected by a majority of the Members of the Board of Directors. Replacement Members of the Board of Directors serve only until the next annual election.
4. MEETINGS OF THE BOARD OF DIRECTORS
a. Regular Meetings. Meetings of the Board of Directors shall be held at least once a month at a time and place to be designated by the President. Regular meetings of the Board of Directors shall be  open to attendance by Members.

b. Special Meetings. Special meetings may be called at any time by the President, or by any two voting Members of the Board of Directors. Special meetings shall be held at a time and place to be  designated by the President.

c. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all of the Members of the Board of Directors consent in writing or electronic transmission to the adoption of a resolution authorizing the action.

d. Remote Participation. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of a conference telephone call or telecommunications equipment allowing all Members of the Board of Directors participating in the meeting to hear or see communications from each other. Participation by such means shall constitute presence in person at portions of, or for the entire meeting, if documented in the minutes of the meeting.

e. Executive Sessions. The Board of Directors may move into executive session at any meeting of the Board of Directors. All persons other than Members of the Board of Directors and their designates are excluded from an executive session. The proceedings within an executive session are not public and are not on the record of the meeting of the Board of Directors. No formal action may be taken in executive session.

f. Meeting Notice.  Written notice stating the place, day and hour of a Regular or a special meeting of the board shall be delivered to directors by electronic message or other means as directed by the President not less than three days prior to the meeting. Attendance of any director at any meeting shall constitute a waiver of notice of the meeting except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  In the event of a Regular meeting, notice shall be delivered to members by electronic message or other means as directed by the President not less than three days prior to the meeting, excepting that a previously published schedule clearly showing the meeting date and location shall constitute valid notice.
5. ORDER OF BUSINESS. The order of business at any regular meeting of the Board of Directors shall be in accordance with the Agenda for that meeting, which shall have prior approval of the President.

6. PARLIAMENTARY PROCEDURE. Meetings of the Board of Directors shall be conducted according to Roberts Rules of Order (revised).

7. QUORUM. A quorum of the Board of Directors shall consist of a simple majority of the Members of the Board of Directors. 


ARTICLE V OFFICERS

1. NUMBER OF OFFICERS AND THEIR ELECTION. The Officers of La Plaza shall be the President, Vice-President, Secretary, Treasurer, and Executive Director. The Nomination and election of Officers shall be made at the regular meeting of the Board of Directors following the Annual Meeting. The election shall be by secret ballot. Officers shall hold office for one (1) year or until their successor is elected by the Board of Directors. Newly elected Officers shall take office upon election.

2. DUTIES AND POWERS
a. The President shall be the Chief Executive Officer and shall preside at all meetings. The President shall, subject to approval of the Board of Directors, appoint chairpersons of committees and committee members as required. The President shall be an Ex-Officio Member of all committees except the Nominating Committee, and shall be empowered, with the Secretary, to sign contracts and obligations of La Plaza after approval of the Board of Directors, and perform other such duties as are required to govern effectively.

b. The Vice-President shall, in the absence of the President, perform the duties and exercise the powers of the President, and perform such other duties as the Board of Directors or the President shall prescribe. The Vice-President is charged with the duty of coordinating the activities of the Board of Directors and committees.

c. The Secretary shall keep or cause to be kept the minutes of all meetings and shall have charge of such records as the Board of Directors may direct. The Secretary shall also insure that notice of all meetings is published and/or sent to the appropriate parties, and shall keep a register of all Members and their addresses and telephone numbers, and perform all other duties incident to the office of Secretary.

d. The Treasurer shall prepare or cause to be prepared an annual budget for approval by the Board of Directors. During the term of his or her office, the treasurer shall supervise the execution of the budget for the Board of Directors. The Treasurer shall keep the Board of Directors informed of the financial status of La Plaza and make such recommendations as necessary. The Treasurer shall arrange for an annual review of La Plaza's books of account. The fiscal year for La Plaza shall be the calendar year.

e. The Executive Director shall be responsible for the administration and conduct of the business and affairs of the corporation pursuant to guidelines established by the Board of Directors, these Bylaws, the Articles of Incorporation, and the Laws of the State of New Mexico. The Executive Director shall have full authority for the direction of the employees of the corporation. The Executive Director shall be compensated in a manner and amount to be determined by the Board of Directors. The Executive Director shall be an Ex-Officio Member of the Board of Directors, without vote.
3. EXECUTIVE COMMITTEE
a. The Executive Committee shall be composed of the President, Vice-President, Secretary, and Treasurer of La Plaza.

b. The Executive Committee shall, between all regular meetings of the Board of Directors, have all singular rights, powers, and duties of the Board of Directors, except that the Executive Committee shall not:
(i) authorize an expenditure of corporate funds in excess of Five Hundred Dollars;

(ii) amend the Bylaws, though they may recommend amendments;

(iii) enter into any contracts or agreements with third parties relating to the property or affairs of La Plaza for a period of time of more than one year; and/or

(iv) exercise any authority denied them by law.
c. The Executive Committee shall report to the Board of Directors its action on any matter affecting the affairs of La Plaza at the next meeting of the Board of Directors.

d. Minutes of all Executive Committee meetings shall be prepared by the Secretary and submitted to the Board of Directors.

e. The Executive Committee shall review all contracts biannually.

f. Financial responsibility for the affairs of La Plaza rests with the Executive Committee. All disbursements of more than a sum to be determined by the Board of Directors shall be made by checks duly signed by the President or Vice-President and countersigned by the Secretary or Treasurer.
4. RESIGNATION OR REMOVAL OF OFFICERS. Any Officer may resign by written notice delivered to the President or Secretary. The acceptance of such resignation shall not be necessary to make it effective, unless required by the terms thereof. Any Officer may be removed at any time with or without cause by a majority vote of the Board of Directors.

5. VACANCIES. Any vacancy which may occur in any of the elective offices of the Board of Directors shall be filled at any meeting of the Board of Directors by a majority vote of the Directors present at such meeting. An Officer elected to fill a vacancy shall hold office until the next annual election, or until his or her successor shall have been duly elected and qualified and shall have assumed office.



ARTICLE VI COMMITTEES

1. AD HOC COMMITTEES. The President, with the approval of the Board of Directors, may appoint from the Board of Directors, chairpersons of ad hoc committees to assist in special aspects of La Plaza's activities. The committee chairpersons shall then select committee Members, subject to approval by the Board of Directors. Ad hoc committees shall serve until relieved by the Board of Directors. Committee Members may succeed themselves as necessary to assure continuity in Committee activities. The Vice-President or any other Executive Committee Member may be an Ex-Officio Member of a committee when specifically designated by the President. The functions and authority of an ad hoc committee shall be designated in writing over the signature of the President.

2. STANDING COMMITTEES. The President may appoint, with the approval of the Board of Directors, standing committees for specific programs. Such standing committees shall continue until dissolved by action of the Board of Directors. Standing committees shall meet as directed by the Board of Directors and shall submit oral reports to the Board of Directors monthly for consideration. Committees may not expend La Plaza funds without express prior approval of the Board of Directors. The functions and authority of an standing committee shall be designated in writing over the signature of the President. A Member of the Board of Directors shall be appointed chairperson of each standing committee.
a. Nominating Committee. The Nominating Committee shall be a standing committee charged with evaluating candidates for the Board of Directors. The Nominating Committee shall submit a list of candidates for consideration prior to each election, and at other times as may be required. The Nominating Committee shall consist of not less than two voting members of the Board of Directors.


ARTICLE VII. INDEMNIFICATION

Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Director or Officer of La Plaza or while a Director of La Plaza is or was serving at the request of La Plaza as a Director, Officer, trustee, employee or agent of another corporation, trust or other incorporated or unincorporated enterprise, whether the basis of such proceeding is alleged action or inaction in an official capacity as a Director, Officer, trustee, employee or agent or in any other capacity while serving as a Director, Officer, trustee, employee or agent, shall be indemnified and held harmless by La Plaza to the fullest extent authorized by the New Mexico Non-profit Corporation Act as the same exists or may hereafter be amended. All such persons shall be indemnified and held harmless by La Plaza against all expense, liability and loss (including attorney's fees, judgments, fines, taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection with the indemnified action or inaction, and such indemnification shall continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors and administrators.

The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by La Plaza the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by a Director or Officer in his or her capacity as a Director or Officer in advance of the final disposition of a proceeding, shall be made only upon delivery to La Plaza of an undertaking, by or on behalf of such Director or Officer, to repay all amounts so advanced if it shall ultimately be determined that such Director or Officer is not entitled to be indemnified under this Article or otherwise. La Plaza may, by action of its Board of Directors, provide indemnification and advance expenses to employees and agents of La Plaza and others permitted to be indemnified by the New Mexico Non-profit Corporation Act with the same scope and effect as the foregoing indemnification and advancement of expenses to Directors and Officers.

If a valid claim pursuant to the above provisions of this Article is not paid in full by La Plaza within ninety (90) days after a written claim has been received by La Plaza the claimant may at any time thereafter bring suit against La Plaza to recover the unpaid amount of such claim, and, if successful in whole or in part, the claimant shall be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to La Plaza) that the claimant has not met the standards of conduct which make it permissible under the New Mexico Non-profit Corporation Act for La Plaza to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on La Plaza. Neither the failure of La Plaza (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the New Mexico Non-profit Corporation Act, nor an actual determination by La Plaza (including its Board of Directors or independent counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

The right to indemnification and payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereinafter acquire under any statute, provision of La Plaza's Articles of Incorporation, Bylaws, agreement, or disinterested Directors or otherwise.

La Plaza may maintain insurance, at its expense, or provide alternative financial arrangements including but not limited to providing a trust, letter of credit or self-insurance, to protect itself and any Director, Officer, trustee, employee or agent of La Plaza or another venture, trust or other incorporated or unincorporated enterprise, against any such expense, liability or loss, whether or not La Plaza would have the power to indemnify such person against such expense, liability or loss under the New Mexico Non-profit Corporation Act. Article VII:



ARTICLE VIII. GENERAL

1. NON-PROFIT. La Plaza shall not engage in any activity of a commercial nature which would violate its status as a non-profit organization as defined in existing laws. La Plaza shall not engage in any partisan political activity.

2. LIMITATIONS ON DEBATE. Every Member of La Plaza shall be entitled to speak at any Membership meeting on any subject properly brought before the Membership. The Chairperson of any meeting shall, at his or her sole discretion, have the power to limit debate.



ARTICLE IX. DISSOLUTION

1. La Plaza is not to be operated for profit. No Officer, Member or employee shall receive or be lawfully entitled to receive any pecuniary profit from the operation of La Plaza except for reasonable compensation for serving in effecting its purpose.

2. Upon dissolution or other termination of La Plaza no part of the property of La Plaza, or any of the proceeds thereof, shall be distributed to, or inure to the benefit of, any of the Members of La Plaza, but shall be distributed first in payment of all liabilities of La Plaza and then to another non-profit organization whose objectives are deemed by the Board of Directors to be harmonious with the organization and objective of La Plaza.

ARTICLE X. AMENDMENTS

Any portion of these Bylaws may be amended by the approval of the majority of the Members at an Annual Meeting. Proposed changes to the Bylaws must be submitted to the Board of Directors at least sixty (60) days prior to the Annual Meeting. The Board of Directors shall present such proposed changes to the Members for discussion to the Members for discussion sixty (60) days prior to the annual meeting for a thirty (30) day discussion period. Upon completion of the discussion period, a final ballot shall be prepared for the Annual Meeting. Any amendment to these Bylaws requires that an amended copy be filed with the New Mexico State Public Regulation Commission or its successor and with the U. S. Internal Revenue Service to assure continued qualification of La Plaza as a bona-fide non-profit organization for tax purposes.

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