Article l - Name
ARTICLE I
NAME
The name of this organization shall be La Plaza Telecommunity Foundation,
Inc.
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. Nominating Committee. Prior to the Annual Meeting, the President,
with the approval of the Board of Directors shall appoint a Nominating
Committee to consist of not less than two (2) voting members of the Board
of Directors, and shall designate the chairman of the Nominating
Committee. This committee shall propose as nominees a number of
candidates greater than the number of positions open. Qualification for
Membership of the Board of Directors shall include a willingness to assume
the duties and responsibilities of Board Membership if elected. The
Nominating Committee shall present the list of nominees to the President
and the Board of Directors at least thirty (30) days prior to the Annual
Meeting.
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; 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
Foundation 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.
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.
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 sucessor 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-forths (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.
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.
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.
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 menbers 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 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 bi-annually.
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. COMPENSATION OF OFFICERS.
No Officer of the Board of Directors (other than the Executive Director)
may be compensated for his or her services, and no Officer shall be a
salaried employee of La Plaza. Officers of the Board of Directors may
apply to the Board for reimbursement of expenses incurred in connection
with the performance of their official duties.
5. 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.
6. 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, ay 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 suceed
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 shal 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.
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, judgements, 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 Officerin
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
natue 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 entitiled 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 thirty (30) days prior to
the Annual Meeting. The Board of Directors shall present such proposed
changes at the Annual Meeting for discussion and the Membership shall vote
on whether to put the proposed change to a vote or to appoint a committee
to study the change and make recommendations. Any amendment to these
Bylaws requires that an amended copy be filed with the New Mexico State
Corporation Commission and with the U. S. Internal Rvenue Service to
assure continued qualification of La Plaza as a bona-fide non-profit
organization for tax purposes.
Article ll - Purpose
Article lll - Membership
Article lV - Duties and Powers
Article V - Officers
Article Vl - Committees
Article Vll - Indemnification
Article Vlll - General
Article lX - Dissolution
Article X - Amendments
ARTICLE II
PURPOSE
1. La Plaza Telecommunity Foundation, Inc. ("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, may be
enrolled as Members of the Association.
2. ACCEPTANCE. Upon receipt of a completed application form and payment
of any dues or fees required, La Plaza will issue an acknowledgement 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 schedue 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 are eligible for Voting Membership. Voting 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 first Tuesday of November of each calendar year. Election
of the Board of Directors, 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.
6. SPECIAL MEMBERSHIP MEETINGS. A petition signed by ten (10%) percent
of paid-up 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.
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 paid-up 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 Members eligible to vote, casting votes.