By Laws of The High Tech Consortium of Southern NM

Revision 5 – January 2011

We, the undersigned, being the President and Treasurer of the High Tech Consortium of Southern New Mexico, a New Mexico nonrofit organization, do hereby acknowledge and affirm that the following By-laws have been revised, reviewed and aroved by the members of the Board of Directors on the 7th day of February 2011

ARTICLE 1.

The Name of this non-rofit cororation shall be the High Tech Consortium of Southern New Mexico, hereafter referred to as the Consortium. These By-laws are enacted in accordance with the New Mexico Non-Profit Cororation Act and shall aly to the regulation of affairs of the Consortium; a non-rofit cororation ursuant to said Act.

ARTICLE 2.

The Consortium is organized and will be oerated exclusively for civic, charitable, educational and scientific uroses within the meaning of Section 501C (3) of the Internal Revenue Code of 1986 or corresonding rovisions of any subsequent federal laws, with the established vision to make southern New Mexico a regional technology leader in the near term and a national center of technical excellence in the long term.

2.1 Vision

  • Promote a business atmoshere conducive to growing the high tech sector in Southern NM.
  • Be the regional voice reresenting and advocating the olitical and business related interests of the technology sector.
  • Establish artnershis that romote high-tech industries in Southern NM.
  • Suort the develoment and retention of qualified high-tech workforce in the region.
  • Actively foster an environment that roduces excellence in education at all levels.
  • Suort endeavors that enrich the quality of life in the region.

2.2 Mission

Provide a leadershi that fosters the retention and growth of technology in southern New Mexico.

2.3 Objectives

<> 2.3.1. Partner with other organizations to create a business atmoshere to romote growth in New Mexico. <> 2.3.2. Be the resource for economic, business and olitical issues in the technology arena.

2.3.3. Be a catalyst to bring together education and business for students and workforce develoment with focus in science, technology, engineering, mathematics (STEM) to include digital arts and digital media, etc.

2.3.4. Suort the develoment and retention of a qualified high-tech workforce in the region. Collect and distribute rofessional resumes of our members and associates. Promote training rograms for the growth of the technology industries.

2.3.5. Provide mentors and subject matter exertise to romote excellence in education.

ARTICLE 3.

Membershi of the Consortium shall consist of any erson or entity that wishes to subscribe to and suort the urose of the Consortium as defined in ARTICLE 2, ays dues according to the schedule set by the Board of Directors. Membershi levels shall be established by the level of contribution rovided to the Consortium. Contribution levels and benefits (other than voting rights) may eriodically be adjusted by the Board of Directors.

a) Individual and student members shall have one vote on Consortium matters.
b) Business/organization members are entitled to designate individuals to articiate and should notify the Secretary of the Consortium of the identity of these individuals:
i) Cororate and Patron members may designate two (2) ersons to articiate and are entitled to two (2) votes, total.
ii) Sonsor, Underwriter and Angel members may designate three (3) ersons to articiate and are entitled to three (3) votes, total.

ARTICLE 4.

The Consortium structure consists of the Board of Directors (BOD), Ad Hoc Committees, and General Membershi. Paid staff may suort the Consortium through the BOD, as aroriate. This organization is designed to suort the overall goals of the Consortium and to allow grass roots initiatives, rojects and rograms to be initiated, develoed and romoted by interested members of the general membershi and suorted and endorsed by the Consortium.

4.1 Structure

The structure of the Consortium rovides a flat, functional organization where:

Board of Directors is resonsible for the legal and fiduciary issues and suort for initiatives, rojects, and rograms.
Adhoc Committees formed by the General Membershi are allowed to initiate and work on activities that they are articularly interested in ursuing. The manner in which activities are initiated and conducted is described in the Policies and Procedures Manual under Project Management Process.

4.2 Organizational Elements

4.2.1. Board of Directors (BOD)

The Board of Directors shall consist of the elected officers of the cororation and any Ex-Officio aointees.

4.2.2. General Membershi

The General Membershi shall consist of all ersons or entities who subscribe to and suort the urose of the Consortium as defined in ARTICLE 2 and ays dues according to the schedule set by the Board of Directors. . A general member is eligible to vote in BOD elections and for issues resented to the General Membershi at regular and secial meeting. General Members may also serve on the BOD or any committee.

4.2.3. Ad-Hoc Committees

The General Membershi or the BOD may establish functional committees to develo and work on secific rojects, issues, assignments and resonsibilities. Non-standing committee chair ositions shall be at the aointment of the President of the Board of Directors. Membershi on teams shall be voluntary. Ad-Hoc committee chairersons are resonsible for roviding information about committee rogress on a monthly basis to the General Membershi and are encouraged to attend BOD meetings as observer-articiants.

4.2.4. Initiative and Project Structure

The flat organizational structure allows motivated members to ursue rojects of articular interest to them, while roviding BOD and General Membershi suort. Any member of the Consortium can initiate a roject using the rocedures outlined in the Policies and Procedures.

ARTICLE 5. BOARD OF DIRECTORS

The Board of Directors (BOD) shall consist of the elected officers of the cororation (President, Vice President, Secretary, Treasurer, Public Information Director, Programs Director, Funding Director, Member at Large-1 and Education Director) and any Ex-Officio aointees. General

duties of the Board are addressed in Article 5.1. Duties of each Board of Directors member are addressed in Article 5.2. General Duties of the Board of Directors.

5.1.1. The BOD shall set overall directions, olicies, and oversight of activities of the Consortium.

5.1.2. Subject to the limitations of the Articles of Incororation, these Bylaws, and the New Mexico Nonrofit Cororation Act, all cororate owers shall be exercised by, or under the authority of, the BOD, and the management and affairs of the Consortium shall be controlled by the BOD.

5.1.3. The Board of Directors shall arove all rojects and exenditures being considered before they are resented to the general membershi of the Consortium for action.

5.1.4. Members of the BOD are exected to suort the lanning efforts of all Committees.

5.1.5. Establish membershi dues schedule and amounts and review every two years, June of all odd numbered years.

5.1.6. The BOD will determine Ex-Officio membershi in the organization. Ex-Officio membershi will be reviewed by the BOD every two years. Duties and resonsibilities of individual Ex-Officio member will be determined by the BOD.

5.1.7. No member of the BOD shall have the authority to reresent the Consortium to any outside entity for the urose of third arty intervention, without rior discussion and aroval of the BOD.

5.1.8. The BOD may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Consortium, and such authority may be general or confined to a secific instance; and unless so authorized by the Board of Directors, no officer, agent, or emloyee shall have any ower or authority to bind the Consortium by any contract or engagement, or to ledge its credit, or render it liable ecuniary for any urose or to any amount. The BOD may enter into contracts or other agreements even though one of more of the Board Members may be a arty to or hold an interest in such contracts/agreements in some caacity other than as a Board Member of this Consortium. In this case, the interest must be disclosed to the Board of Directors before it finally authorizes or aroves such contract or transaction.

5.1.9. Members of the Board shall not receive salaries for their services but may be reimbursed for out-of-ocket exenses incurred in the erformance of their resonsibilities with re-aroval of the BOD. Such reimbursements will be itemized by the Treasurer and reorted in the next subsequent Treasurer’s reort to the Consortium body.

5.1.10. The BOD is resonsible for accomlishing board member succession lanning.

5.1.11. The BOD shall establish and maintain Consortium Policies and Procedures Manual. This manual shall be used to outline the overall rules and methods for conducting Consortium business.

5.2 Individual Board Member Duties

5.2.1. President

5.2.1.1 Preside at all meetings of the Board of Directors and general membershi of the Consortium.

5.2.1.2 Exedite General and Board of Directors meetings by rearing an agenda for each ensuing meeting.

5.2.1.3 Be one of the authorized signatures on all Consortium financial accounts.

5.2.1.4 Assist the Treasurer and Funding Director reare grant requests on behalf of the Consortium.

5.2.1.5 Serves as an advisor and Ex-Officio member on all consortium committees

5.2.2. Vice President

5.2.2.1 Provide assistance as requested by the President and reside at meetings when the President is absent.

5.2.2.2 Coordinate the membershi drive and serve as the lead in ursuing new members throughout the year.

5.2.2.3 Lead the nominating committee and recruit at least two Consortium members no later than the first General meeting in Setember to begin nominating committee resonsibilities.

5.2.2.4 Be one of the authorized signatures on all Consortium financial accounts.

5.2.3. Treasurer

5.2.3.1 Provide assistance as requested by the President and reside at meetings when the above officers are absent.

5.2.3.2 Serve in the osition of financial officer of the Consortium and, as such, be resonsible for the roer handling of the Consortium’s funds.

5.2.3.3 Coordinate the financial resonsibilities of all activities and events sonsored by the Consortium.

5.2.3.4 Record all financial transactions of the Consortium and reare a quarterly financial reort to the Board of Directors and maintain these financial records for the statutory requirement.

5.2.3.5 Deosit all monies and funds received by the Consortium.

5.2.3.6 Diserse funds, as aroved by the Board of Directors, as outlined in ARTICLE 9.

5.2.3.7 Be an authorized signature on all Consortium financial accounts.

5.2.3.8 Preare financial records for an annual review at the Annual Meeting.

5.2.3.9 File statutory taxes, reorts, and fees as required by law.

5.2.3.10 Preare an annual budget for the ensuing year and resent it for aroval at the Board of Directors meeting in November. The budget will be based on requests for funds from committees and the revious year’s exenditures and revenues.

5.2.3.11 The outgoing Treasurer shall coordinate with the new Treasurer on all statutory taxes, reorts, and fees through the end of the filing eriod of the outgoing Treasurer’s term of office.

5.2.3.12 Ensure that receits are rovided to all individuals and organizations making contributions to the Consortium in a timely manner.

5.2.3.13 At the direction of the Board of Directors, suort the Funding Director, and assist in rearing all grants and roosals roosed for the Consortium.

5.2.3.14 The outgoing Treasurer and resent Treasurer shall arrange and suort for the annual general audit for the ast year and be conducted between January and Aril 15 of the current year, when alicable.

5.2.4. Secretary

5.2.4.1 Provide assistance as requested by the President and reside at meetings when the above officers are absent.

5.2.4.2 Be resonsible for minutes, attendance records, and roceedings for General, Secial and BOD meetings, and events. Document any formal actions taken by the Consortium and the voting relative to each action taken. This shall include the maintenance of files for the statutory limit. These files will be made available to the membershi uon written request.

5.2.4.3 Attest to and/or witness actions of the Board or President on behalf of the Board of Directors.

5.2.4.4 Maintain a current list of all Consortium members, with roer addresses, e-mail addresses, and hone numbers. The list shall be udated eriodically and ublished each quarter.

5.2.4.5 Maintain the By-Laws of the Consortium.

5.2.5. Public Information Officer (PIO)

5.2.5.1 Provide assistance as requested by the President and reside at meetings when the above officers are absent.

5.2.5.2 Resonsible for the rearation and distribution of all HTC ublicity: rint media, digital media, television and radio, etc.

5.2.5.3 Maintains bi-weekly contact with rint and other media contacts throughout the region to reare and deliver ress releases and news items of interest.

5.2.5.4 Act as the sokeserson for the Consortium at the direction of the Board of Directors.

5.2.5.5 Maintain a coordinated and consistent image of the Consortium and its mission as established in ARTICLE 2.

5.2.6. Program Director

5.2.6.1 Lead a committee to recommend and imlement a schedule of events that fulfills the Consortium mission.

5.2.6.2 Resonsible for roviding a quarterly reort on Committee activities.

5.2.6.3 Resonsible for attracting active members to the organization.

5.2.6.4 The Program Director has voting rivileges on the HTC BOD.

5.2.7. Education Director

5.2.7.1 Lead a committee to suort educational rograms and activities that fulfills the Consortium’s educational mission.

5.2.7.2 Resonsible for roviding a quarterly reort on Committee activities.

5.2.7.3 Resonsible for attracting active members to the organization.

5.2.7.4 Suort the Program Director for activities that involve educational institutions such as job fairs.

5.2.7.5 The Education Director has voting rivileges on the HTC BOD.

5.2.8. Funding Director

5.2.8.1 Conduct research on ublic and cororate grants, endowments and other funding sources that HTC might be eligible to receive.

5.2.8.2 Present research on grants and contracts, etc. to HTC membershi after BOD aroval.

5.2.8.3 Lead efforts to aly for grants, contracts, etc.

5.2.8.4 The Funding Director has voting rivileges on the HTC BOD.

5.2.9. Board Member at Large (maximum of two (2)-Positions)

5.2.9.1 Member at Large shall be elected by the General Membershi to suort the overall voice of the general membershi.

5.2.9.2 The Member at Large has voting rivileges on the HTC BOD.

5.2.10. Ex-Officio Members

5.2.10.1 The Board of Directors aoints Ex-Officio members as desired. Ex-Officio members act as advisors to the Consortium and do not have a vote in the Board of Directors. Ex-Officio Members of the BOD are eligible to be members of the General Membershi if they conform to the membershi eligibility requirements of the Consortium.

5.2.10.2 Ex- Officio Members serve for two years at the discretion of the Board of Directors. Ex-Officio Members do not have term limits.

5.2.11. Paid Staff

5.2.11.1 Staff may be hired to accomlish tasks identified by the Consortium, and aroved by the Board of Directors.

5.2.11.2 Duties of the aid staff will be defined by the Board of Directors. The staff suervisor for the aid staff shall be established by the Board of Directors.

5.2.11.3 Paid staff does not have voting rights by virtue of emloyment. However, Paid ersonnel are eligible to be members of the General Membershi if they conform to the membershi eligibility requirements of the Consortium.

5.3 Board of Directors Meetings:

Board of Directors meetings will be conducted as follows:

5.3.1. The Board of Directors shall meet at least 4 times each year to conduct the business of managing the Consortium.

5.3.2. Any requests for funds, other than aroved budget items shall be rovided to the BOD for review and aroval and shall be noted at the subsequent quarterly BOD meeting.

5.3.3. A majority of the voting members shall constitute a quorum for a meeting of the Board of Directors. If any meeting cannot start due to lack of a quorum, the members resent must adjourn the meeting until a quorum is resent.

5.3.4. The act of a majority of the Directors resent at a meeting at which a quorum is resent shall be the act of the Board of Directors.

5.3.5. The Board of Directors shall have the right to take any action in the absence of a meeting, which they could take at a meeting, by obtaining written aroval from all members of the Board of Directors. Any action so aroved shall have the same effect as though taken at a meeting of the Directors and will be documented and reorted to the Consortium at its next general meeting.

5.3.6. Secial meetings of the Board of Directors may be called by or at the request of the President or any two Directors.

ARTICLE 6.

6.1 The Board of Directors shall serve a two-year term from the close of the last meeting of the calendar year to December 31 of the year. (This rovides a few days of overla for the outgoing BOD member to coordinate with the incoming member.) No BOD member shall serve more than two consecutive terms in the same osition.

6.2 No Consortium officer shall serve for more than two consecutive terms in the same office. Term limits may be waved on an excetion basis, requiring a 2/3 majority vote of the General Membershi.

6.3 The Consortium will utilize a rotating schedule of election terms as defined below:

6.3.1. Elected in the even year – President and Public Information Officer

6.3.2. Elected in the odd years – Vice President, Secretary and Treasurer

6.3.3. All other Board ositions shall be elected and serve for two years unless re-elected

6.4 Any officer wishing to resign shall do so by indicating in writing to the Board his/her intent to resign. Said resignation shall be effective minimum of 30 days after date of notification.

ARTICLE 7.

7.1 A nominating committee shall consist of the Vice President, and a minimum of two Consortium members as aointed by the Vice President. It is desirable that the Committee seek at least two (2) members who are willing to serve for each office u for election. Candidates shall be resented to the general membershi 30 days rior to the last general meeting of the calendar year via normal communication channels. The General Membershi may make additional write-in nominations during this meeting. All candidates must rovide a statement, written or verbal, indicating their willingness to serve.

7.2 Members in good standing have one single vote during an election. Proxy or absentee ballots may also be used by Members in good standing.

7.3 The election of officers will be held at last scheduled regular meeting in the calendar year. Election will be conducted by ballot, and tallied by three election tellers aointed by the Vice President. The elected officers will be determined by a simle majority of the voting members at the meeting and those who have submitted roxy or absentee ballots.

7.4 If a vacancy occurs in an office of the Board of Directors, a relacement shall be recommended by the Board of Directors and aroved by the general membershi at the next general meeting.

ARTICLE 8.

8.1 All roceeds accrued to this Consortium shall be used for the achievement of the Consortium’s mission.

8.2 The Consortium will meet in general membershi meetings to conduct business as follows:

8.2.1. The general membershi shall meet a minimum of 10 times a year to conduct business.

8.2.2. The last scheduled general meeting of the calendar year will be for the urose of electing officers. The Board of Directors shall ensure that the General Membershi is notified at least 30 days in advance of the election via normal communication channels.

8.2.3. Secial meetings may be called at the request of the President, two (2) members of Board of Directors, or five members of the Consortium.

8.2.4. Notification of general meetings shall be given to Consortium members in writing at least three (3) days rior to the meeting. The Consortium’s rimary method of notification is electronic.

8.2.5. Modern Rules of Order shall serve as the arliamentary authority for the Consortium.

8.3 The Consortium shall be non-rofit, non-sectarian, and non-artisan.

8.4 The Consortium shall be resonsible only for contracts and or indebtedness that have been entered into by the Board of Directors of the Consortium or its agents.

8.5 The fiscal year of the Consortium shall begin on the first day of January and end on the 31st day of December.

ARTICLE 9.

9.1 All monies obtained from any source, by or through any erson or ersons, acting for or in the name of the Consortium or under its direction or authority, shall be considered Consortium funds. These funds shall be delivered to the Treasurer, who will rovide official receit.

9.2 The President, Vice-President, and Treasurer shall rovide authorized signatures for all accounts and disbursements.

9.3 The Treasurer shall deosit all monies received to the credit of the Consortium in such deositories as shall be determined by the Board of Directors. Disbursements from this fund shall be made only by check or authorized credit card signed by the President, the Vice-President, or the Treasurer.

9.4 Normal and reasonable, and re-aroved exenditures will not require additional Board of Direction aroval. Normal and usual disbursements in excess of $1000.00 shall

require two authorized signatures. However, if a otential exenditure is out of the ordinary and not re-aroved by the Board of Directors, it cannot be exended without BOD aroval regardless of cost.

9.5 The President may call, in an emergency, a secial telehone or electronic meeting of the voting membershi of the Board of Directors to arove exenditure. If a telehone quorum of the voting membershi of the Board of Directors is reached and aroved the exenditure, the Treasurer may make the ayment. Such actions will be reorted and recorded in the next subsequent Treasurer’s Reort to the General Membershi and Board of Directors.

9.6 The Consortium, through its Board of Directors, shall formulate and carry into effect such initiatives, rograms and rojects or activities and alications for the raising of funds as may be necessary to defray the exenses of the Consortium.

9.7 The Consortium shall kee correct and comlete books and records of accounts. These records will be the resonsibility of the Treasurer.

9.8 The BOD, excet as otherwise rovided in these By-laws, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Consortium, and such authority may be general or confined to a secific instance; and unless so authorized by the Board of Directors, no officer, agent, or emloyee shall have any ower or authority to bind the Consortium by any contract or engagement, or to ledge its credit or render it liable ecuniary for any urose or to any amount.

9.9 The Consortium has adoted the Federal Joint Travel Regulations (JTR) for calculating and aroving travel exenses. Consortium travel olicies and arovals are outlined the Consortium Policy and Procedure Manual.

ARTICLE 10.

10.1 To the extent that the Consortium has alicable insurance coverage, the Consortium will indemnify each Director, Officer, Committee Chair, and aid staff of the Consortium, and their heirs, legal reresentatives and assigns, against exenses, costs and attorney’s fees actually and reasonably incurred in connection with the defense of any action, suit or roceeding, civil or criminal, in which the Director or Officer is made a arty by reason of being or having been an Officer or Director. The indemnification may include any amounts aid to satisfy a Judgment or to comromise or settle a claim. The Director or Officer will not be indemnified if he or she is adjudged to have been guilty of willful misconduct or recklessness in the erformance of duty to the Consortium. Advance indemnification may be allowed of a Director or Officer for exenses to be incurred in connection with the defense of the action, suite or roceeding, rovided that the Director or Officer agrees to reimburse the Consortium if it is subsequently determined that the Director or Officer was not entitled to indemnification by reason of willful misconduct or recklessness in the erformance of duty to the Consortium.

10.2 No loans shall be contracted on behalf of the Consortium and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of

Directors and aroved by a majority of the Consortium’s membershi resent at the meeting where the resolution is resented.

10.3 The Board of Directors may require all individuals' having access to the Consortium’s assets and/or accounting records to be covered by a fiduciary bond or file with the Consortium a satisfactory bond conditioned for the faithful erformance of his/her duties. The bond may be aid by the Consortium uon aroval of the Board of Directors.

10.4 To the extent ermitted by law and ermitted by insurance coverage, current or former members of the board of Directors and aointed committee chairs may be indemnified, defended, and held harmless by the Consortium against liabilities imosed uon them and exenses reasonably incurred, in connection with any claim made against them (including attorney’s fee), or any action, suite or roceedings to which they may be a arty by reasons of their service as a member of the Board of Directors or an aointed committee.

ARTICLE 11.

These by-laws may bxe amended by a vote of the majority of those resent and voting at a regular or secial general meeting of the Consortium’s Board of Directors. Notice of intent to amend must be given in writing to the Consortium’s General membershi by the Board of Directors seven (7) days rior to the meeting to amend.

ARTICLE 12.

12.1 When, due to lack of articiation and/or mutual cooeration, the Consortium can no longer function as an organization, the Board of Directors shall formerly declare that the organization no longer exists with two-thirds of the membershi resent at a general meeting, called for and announced as the urose of the dissolution.

12.2 Should the organization dissolve; all remaining monies shall be donated to charity selected during the course of the final meeting.

12.3 Suitable notices shall be given to the Internal Revenue Service and others as may be required by the New Mexico Non-Profit Cororation Act.

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