[The original corporate By-Laws of La Plaza Telecommunity follow (filed September, 1993). Text within square brackets, such as this, is not included in the original. Text *not* included in square brackets is an exact transcription of the original document, except that the occasional typographical error may slip by. This information is non-copyrighted, and freely available as a matter of public record. This posting serves to fulfill part of La Plaza's stated mission: providing public access to information. I have posted this as an act of volunteer public service to La Plaza. Elizabeth Winter]

ARTCLE I. Name

The name of this organization shall be La Plaza Telecommunity Foundation.

ARTICLE II. Purpose

The purpose of this organization is to promote programs which educate and inform locally, nationally, and globally.

ARTCLE III. Membership

1. Eligibility -- Any person, firm, corporation, partnership, foundation, or association shall be eligible for membership in the organization upon payment of the appropriate dues or fees.

2. Acceptance -- Acceptance of membership shall require signature upon a membership application and payment of dues and/or fees as specified in the application. The Board of Directors shall reserve the right to refuse or cancel membership to any person, firm, corporation, partnership, foundation, or association when the Board considers that such membership would be detrimental to the membership, or upon deliquency of dues or fee payments.

3. Dues and/or fees -- Membership dues and/or fees shall be determined by the Board of Directors. Paid membership shall entitle the member to vote and a voice on the policies and benefits of the organization. At the discretion of the Board of Directors, a member ceases to be in good standing if dues are delinquent for a period of three (3) months or more.

4. Honorary Membership -- Distinction in service to the organization may confer eligibility to honorary membership, which shall include all the priveleges of active membership except those of voting and serving as a director, with exemption from payment of dues and/or fees. A unanamous vote of the Board of Directors present at a regular meeting shall donfer honorary membership, which may be revoked by the Board at any time.

ARTICLE IV

1. An annual meeting shall be held once a year as soon as possible after the annual election of the Board of Directors, at a date and place to be specified by the Board of Directors.

2. Special meetings of the memberhsip may be called at the request of the President or three directors, or by thirty (30%) of voting members in good standing. Notices of such meeting as well as the purpose shall be directed to the membership by mail, telephone, or by computer bulletin board system at least 48 hours prior to the time of the meeting.

ARTICLE V. Quorum.

A quorum at any meeting of the membership shall consist of the the members present at a meeting plus two-thirds of the Board of Directors.

ARTICLE VI. Board of Directors

1. Duties and Powers -- The Board of Directors shall be the governing body of the La Plaza Telecommunity Foundation and all of its committees, employees, and agents. It shall establish policies for the operation of La Plaza Telecommunity Foundation, and shall provide direction concerning financial and administrative operations.

2. Membership of the Board of Directors
   1. Number of Members and Length of Terms -- The Board shall consist of at least three (3) members of the organization to be elected for two-year terms. The elected members of the Board of Directors shall serve until the election and qualification of their successors. It is intended that their terms of office be staggered after the initial two-year term so that each year one (1) directorship shall be filled by election.

   2. Nominating Committee -- Prior to the annual meeting, the President shall appoint a Nominating Committee to consist of not less than two (2) voting members in good standing and shall designate the chairperson of the committee. This committee shall propose as nominees at least twice the number of directors to be elected. Qualification for the Board members shall be:
      1. a voting member in good standing; and

      2. 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 for ballot preparation no later than February 15, and shall advise the Board of its nominations at the annual meeting each year.

   3. Balloting and Election -- Balloting shall be done by mail. Not later than fifteen (15) days before the date of the annual meeting the President shall mail a ballot with the list of nominees to all voting members in good standing. The President shall appoint a committee to count all ballots received and report election results at the annual meeting of the Board.

   4. Assumption of Office -- Newly elected members of the Board of Directors shall take office at the next regular meeting following their election.

3. Replacement of Board Members
   1. Should any member of the Board of Directors miss three consecutive meeting without due cause, the President may declare the position vacated and a successor shall be elected by a majority of the Board to fill the vacancy.

   2. should any member of the Board resign or otherwise terminate his or her membership on the Board, a successor shall be elected by a majority of the Board.

   3. Replacement members shall serve only until the next annual meeting.

4. Meeting of the Board
   1. Regular -- Meetings of the Board shall be held at least once a month at a time and place to be designated by the President and may be held by written consent without a meeting.

   2. Special Meetings -- Special meetings may be called at any time by the President, two members of the Board, or fifteen (15%) percent of the voting members.

5. Order of Business -- The order of business at any regular meeting of the Board shall be in accordance with the Agenda which shall have prior approval of the President.

6. Parliamentary Procedure -- "Robert's Rules of Order, Revised" shall govern at meetings of the Board of Directors and members.

7. Quorum -- Two (2) voting members of the Board shall constitute a Quorum for the transaction of business.

ARTICLE VII. Officers

1. Number of Officers and Provisions for Election -- The officers of the Board of Directors shall be President, Vice President, Secretary, and Treasurer. Nominations of officers will be made by the incoming Board members, following which, the Board will elect the President, Vice President, Secretary, and Treasurer by secret ballot. Officers shall hold office for one year or until a successor is elected by the Board. Newly elected officers shall take office at the regular meeting following their election.

2. Eligibility -- Nominees for the office of President, Vice President, Secretary, and Treasurer must be duly elected or appointed voting member of the Board of Directors.

3. Qualifications, Duties, and Powers
   1. The President shall be the Chief Executive Officer and shall preside at all meetings. The President shall, subject to approval of the majority of the Board, 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 after approval of the Board of Directors, and to perform such duties as are required to effectively govern.

   2. The Vice President shall act in the absence of the President and is charged with the duty of coordinating the activities of the Board and Committees.

   3. The Secretary shall keep the minutes of all meetings, have charge of such records as the Board may direct, maintain a register of all members and their addresses and telephone numbers, and perform all duties incident to the office of the Secretary.

   4. The Treasurer shall prepare an annual budget for approval by the Board of Directors at their annual Board meeting. During the Treasurer's term of office he or she will supervise the execution of the budget for the Board. The Treasurer shall make such recommendations as he or she deems necessary. The Treasurer shall arrange for an annual audit of the organization's books of account. The fiscal year shall be the calendar year.

4. Executive Committee
   1. The Executive Committee shall be composed of the President, Vice President, Secretary, and Treasurer.

   2. 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 the Executive Committee shall *not* [original underlined]:

      1. authorize the expenditure of organization funds in excess of $1,000;

      2. amend the By-Laws of the organization, but shall have the power to recommend changes when appropriate;

      3. enter into any contracts or agreements with third parties relating to the property or affairs of the organization for a period of time more than one year;

      4. exercise any authority denied them by law

   3. The Executive Committee shall report to the Board of Directors its action on any matters affecting the affairs of the organization a [sic] the next meeting of the Board of Directors.

   4. Minutes shall be written and maintained of all Executive meetings by the Secretary.

   5. The Executive Committee shall review all contracts annually.

5. Financial Responsibility for the Affairs of the organi- zation 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 Treasurer.

ARTICLE VIII. Committees

1. The President, with the approval of the Board, may appoint from the organization membership and the Board of Directors, chairpersons of *ad hoc* [italicized in original] committees to assist in special aspects of organization activities. The chairperson shall then select their committee members, subject to approval of the Board. *Ad hoc* [italicized in original] committees shall serve until relieved by the Board, or for the same term as the Board officers. Committee members may succeed themselves as necessary to assure continuity in organizational activities. The Vice President or any other Executive Committee member may be an *ex-officio* [italicized in original] member of a committee when specifically designated by 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 to continue in existence until dissolved by Board Action.

3. Duties and Powers -- Standing Committees shall meet at least once each month, and shall submit a written report to the Board of Directors monthly for their consideration. Committees may not expend organization funds without express prior approval of the Board. The functions and authority of a committee shall be designated in writing over the signature of the President.

ARTICLE IX. 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 the organization or while a director of the organization is or was serving at the request of the organization 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, trustee, employee, or agent shall be indemnified and held harmless by the organization to the fullest extent authorized by the New Mexico Nonprofit Corporation Act as the same exists or may be hereafter amended. [Yes, that was all ONE sentence.] All such persons shall be indemnified and held harmless by the organization 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 the organization 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 of officer of the organization in advance of the final disposition of a proceeding, shall be made only upon delivery to the organization 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 entitles [sic] to be indemnified under this Article or otherwise. The organization may, by action of its Board of Directors, provide indemnification and advance expenses to employees and agents of the organization and others permitted to be indemnified by the New Mexico Nonprofit Corporation Act with the same scope and effect as the foregoing indemnification and advancement of expenses of directors and officers.

If a valid claim pursuant to the above provisions of the Article is not paid in full by the organization within ninety (90) days after a written claim has been received by the organization, the claimant may at any time thereafter bring suit against the organization to recover the unpaid amount of the 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 require undertaking, if any, is required, has been tendered to the organization) that the claimant has not met the standards of conduct which make it permissible under the New Mexico Nonprofit Corporation Act for the organization to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the organization. Neither the failure of the organization (including tis 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 Nonprofit Corporation Act, nor an actual determination by the organization (including its Board of Directors or independent legal 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 the 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 hereafter acquire under any statute, provision of the organization's Articles of Incorporation, By-Laws, agreement, or disinterested directors, or otherwise.

The organization 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 other director, officer, trustee, employee, or agent of the organization or another venture, trust, or other incorporated unincorporated enterprise against any such expense, liability or loss, whether or not the organization would have the power to indemnify such person against such expense, liability or loss under the New Mexico Nonprofit Corporation Act.

1. Nonprofit -- The organization may not engage in any activity of a commercial nature that would violate its status as a nonprofit organization as defined in existing laws. The organization may not engage in any partisan political activity.

2. Limitations of Debate -- Every member of the organization shall be entitled to speak at membership meetings on any subject brought before the organization for consideration. Every member of the Board of Directors shall be entitled to speak at any Board of Directors meeting on any subject brought before the Board. The Chairperson of any meeting shall, at his or her sole discretion, have the power to limit debates.

3. Controversial Issues -- Public issues of a controversial nature may be discussed at Board meeting only after an affirmative vote by two-thirds of the members of the Board of Directors present.

ARTICLE XI. Dissolution of the Organization.

1. This organization is an educational and information corporation not operated, and not to be operated, for profit. It is organized exclusively for educational and informational purposes and its property is to be used exclusively for carrying out such purposes. No officer, member, or employee of the organization shall receive or may be lawfully entitled to receive any pecuniary profit from the operation of this organization except for reasonable compensation for serving in effecting its purpose.

2. Upon dissolution or other termination of the organization, no part of the property of the corporation, or any of the proceeds thereof, shall be distributed to, or inure to the benefit of, any of the members of the organization, but hall [sic] be distributed first in payment of all liability of the organization, and then to another nonprofit educational/informational organization whose objectives are deemed by the Board of Directors to be harmonious with the organization and objectives of the La Plaza Telecommunity Foundation.

ARTICLE XII. Amendments

Any portion of these By-Laws may be amended by approval of the majority of the Board of Directors and by a majority of the voting members of the organization who cast ballots. Any amendment to these By-Laws requires that an amended copy be filed with the New Mexico Corporation Commission and with the U.S. Internal Revenue Service to assure continued qualification of the organization as a bona-fide nonprofit organization for tax purposes.

[Signatures of Patrick J. Finn, President; Richard W. Bryant, Vice President; attested by Eric K. Albrecht, Secretary.]