BY LAWS OF THE HIGH TECH CONSORTIUM OF SOUTHERN NEW MEXICO
Revision 5– January 2011
We, the undersigned, being the President and Treasurer of the High Tech Consortium of Southern New Mexico, a New Mexico nonprofit organization, do hereby acknowledge and affirm that the following By-laws have been revised, reviewed and approved by the members of the Board of Directors on the 7thday of February 2011
ARTICLE 1. NAME
The Name of this non-profit corporation 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 Corporation Act and shall apply to the regulation of affairs of the Consortium; a non-profit corporation pursuant to said Act.
ARTICLE 2. PURPOSE
The Consortium is organized and will be operated exclusively for civic, charitable, educational and scientific purposes within the meaning of Section 501C (3) of the Internal Revenue Code of 1986 or corresponding provisions 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 atmosphere conducive to growing the high tech sector in Southern NM.
· Be the regional voice representing and advocating the political and business related interests of the technology sector.
· Establish partnerships that promote high-tech industries in Southern NM.
· Support the development and retention of qualified high-tech workforce in the region.
· Actively foster an environment that produces excellence in education at all levels.
· Support endeavors that enrich the quality of life in the region.
2.2 Mission
Provide a leadership 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 atmosphere to promote growth in New Mexico.
2.3.2. Be the resource for economic, business and political issues in the technology arena.
2.3.3. Be a catalyst to bring together education and business for students and workforce development with focus in science, technology, engineering, mathematics (STEM) to include digital arts and digital media, etc.
2.3.4. Support the development and retention of a qualified high-tech workforce in the region. Collect and distribute professional resumes of our members and associates. Promote training programs for the growth of the technology industries.
2.3.5. Provide mentors and subject matter expertise to promote excellence in education.
ARTICLE 3. MEMBERSHIP
Membership of the Consortium shall consist of any person or entity that wishes to subscribe to and support the purpose of the Consortium as defined in ARTICLE 2, pays dues according to the schedule set by the Board of Directors.
Membership levels shall be established by the level of contribution provided to the Consortium. Contribution levels and benefits (other than voting rights) may periodically 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 participate and should notify the Secretary of the Consortium of the identity of these individuals:
i) Corporate and Patron members may designate two (2) persons to participate and are entitled to two (2) votes, total.
ii) Sponsor, Underwriter and Angel members may designate three (3) persons to participate and are entitled to three (3) votes, total.
ARTICLE 4. ORGANIZATION
The Consortium structure consists of the Board of Directors (BOD), Ad Hoc Committees, and General Membership. Paid staff may support the Consortium through the BOD, as appropriate. This organization is designed to support the overall goals of the Consortium and to allow grass roots initiatives, projects and programs to be initiated, developed and promoted by interested members of the general membership and supported and endorsed by the Consortium.
4.1 Structure
The structure of the Consortium provides a flat, functional organization where:
· Board of Directors is responsible for the legal and fiduciary issues and support for initiatives, projects, and programs.
· Adhoc Committees formed by the General Membership are allowed to initiate and work on activities that they are particularly interested in pursuing. 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 corporation and any Ex-Officio appointees.
4.2.2. General Membership
The General Membership shall consist of all persons or entities who subscribe to and support the purpose of the Consortium as defined in ARTICLE 2 and pays dues according to the schedule set by the Board of Directors. . A general member is eligible to vote in BOD elections and for issues presented to the General Membership at regular and special meeting. General Members may also serve on the BOD or any committee.
4.2.3. Ad-Hoc Committees
The General Membership or the BOD may establish functional committees to develop and work on specific projects, issues, assignments and responsibilities. Non-standing committee chair positions shall be at the appointment of the President of the Board of Directors. Membership on teams shall be voluntary. Ad-Hoc committee chairpersons are responsible for providing information about committee progress on a monthly basis to the General Membership and are encouraged to attend BOD meetings as observer-participants.
4.2.4. Initiative and Project Structure
The flat organizational structure allows motivated members to pursue projects of particular interest to them, while providing BOD and General Membership support. Any member of the Consortium can initiate a project using the procedures outlined in the Policies and Procedures.
ARTICLE 5. BOARD OF DIRECTORS
The Board of Directors (BOD) shall consist of the elected officers of the corporation (President, Vice President, Secretary, Treasurer, Public Information Director, Programs Director, Funding Director, Member at Large-1 and Education Director) and any Ex-Officio appointees. 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, policies, and oversight of activities of the Consortium.
5.1.2. Subject to the limitations of the Articles of Incorporation, these Bylaws, and the New Mexico Nonprofit Corporation Act, all corporate powers 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 approve all projects and expenditures being considered before they are presented to the general membership of the Consortium for action.
5.1.4. Members of the BOD are expected to support the planning efforts of all Committees.
5.1.5. Establish membership dues schedule and amounts and review every two years, June of all odd numbered years.
5.1.6. The BOD will determine Ex-Officio membership in the organization. Ex-Officio membership will be reviewed by the BOD every two years. Duties and responsibilities of individual Ex-Officio member will be determined by the BOD.
5.1.7. No member of the BOD shall have the authority to represent the Consortium to any outside entity for the purpose of third party intervention, without prior discussion and approval 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 specific instance; and unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Consortium by any contract or engagement, or to pledge its credit, or render it liable pecuniary for any purpose 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 party to or hold an interest in such contracts/agreements in some capacity 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 approves 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-pocket expenses incurred in the performance of their responsibilities with pre-approval of the BOD. Such reimbursements will be itemized by the Treasurer and reported in the next subsequent Treasurer’s report to the Consortium body.
5.1.10. The BOD is responsible for accomplishing board member succession planning.
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 membership of the Consortium.
5.2.1.2 Expedite General and Board of Directors meetings by preparing 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 prepare 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 preside at meetings when the President is absent.
5.2.2.2 Coordinate the membership drive and serve as the lead in pursuing 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 September to begin nominating committee responsibilities.
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 preside at meetings when the above officers are absent.
5.2.3.2 Serve in the position of financial officer of the Consortium and, as such, be responsible for the proper handling of the Consortium’s funds.
5.2.3.3 Coordinate the financial responsibilities of all activities and events sponsored by the Consortium.
5.2.3.4 Record all financial transactions of the Consortium and prepare a quarterly financial report to the Board of Directors and maintain these financial records for the statutory requirement.
5.2.3.5 Deposit all monies and funds received by the Consortium.
5.2.3.6 Disperse funds, as approved 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 Prepare financial records for an annual review at the Annual Meeting.
5.2.3.9 File statutory taxes, reports, and fees as required by law.
5.2.3.10 Prepare an annual budget for the ensuing year and present it for approval at the Board of Directors meeting in November. The budget will be based on requests for funds from committees and the previous year’s expenditures and revenues.
5.2.3.11 The outgoing Treasurer shall coordinate with the new Treasurer on all statutory taxes, reports, and fees through the end of the filing period of the outgoing Treasurer’s term of office.
5.2.3.12 Ensure that receipts are provided 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, support the Funding Director, and assist in preparing all grants and proposals proposed for the Consortium.
5.2.3.14 The outgoing Treasurer and present Treasurer shall arrange and support for the annual general audit for the past year and be conducted between January and April 15 of the current year, when applicable.
5.2.4. Secretary
5.2.4.1 Provide assistance as requested by the President and preside at meetings when the above officers are absent.
5.2.4.2 Be responsible for minutes, attendance records, and proceedings for General, Special 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 membership upon 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 proper addresses, e-mail addresses, and phone numbers. The list shall be updated periodically and published 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 preside at meetings when the above officers are absent.
5.2.5.2 Responsible for the preparation and distribution of all HTC publicity: print media, digital media, television and radio, etc.
5.2.5.3 Maintains bi-weekly contact with print and other media contacts throughout the region to prepare and deliver press releases and news items of interest.
5.2.5.4 Act as the spokesperson 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 implement a schedule of events that fulfills the Consortium mission.
5.2.6.2 Responsible for providing a quarterly report on Committee activities.
5.2.6.3 Responsible for attracting active members to the organization.
5.2.6.4 The Program Director has voting privileges on the HTC BOD.
5.2.7. Education Director
5.2.7.1 Lead a committee to support educational programs and activities that fulfills the Consortium’s educational mission.
5.2.7.2 Responsible for providing a quarterly report on Committee activities.
5.2.7.3 Responsible for attracting active members to the organization.
5.2.7.4 Support the Program Director for activities that involve educational institutions such as job fairs.
5.2.7.5 The Education Director has voting privileges on the HTC BOD.
5.2.8. Funding Director
5.2.8.1 Conduct research on public and corporate 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 membership after BOD approval.
5.2.8.3 Lead efforts to apply for grants, contracts, etc.
5.2.8.4 The Funding Director has voting privileges 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 Membership to support the overall voice of the general membership.
5.2.9.2 The Member at Large has voting privileges on the HTC BOD.
5.2.10. Ex-Officio Members
5.2.10.1 The Board of Directors appoints 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 Membership if they conform to the membership 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 accomplish tasks identified by the Consortium, and approved by the Board of Directors.
5.2.11.2 Duties of the paid staff will be defined by the Board of Directors. The staff supervisor for the paid staff shall be established by the Board of Directors.
5.2.11.3 Paid staff does not have voting rights by virtue of employment. However, Paid personnel are eligible to be members of the General Membership if they conform to the membership 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 approved budget items shall be provided to the BOD for review and approval 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 present must adjourn the meeting until a quorum is present.
5.3.4. The act of a majority of the Directors present at a meeting at which a quorum is present 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 approval from all members of the Board of Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors and will be documented and reported to the Consortium at its next general meeting.
5.3.6. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors.
ARTICLE 6. TERMS OF OFFICE
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 provides a few days of overlap for the outgoing BOD member to coordinate with the incoming member.) No BOD member shall serve more than two consecutive terms in the same position.
6.2 No Consortium officer shall serve for more than two consecutive terms in the same office. Term limits may be waved on an exception basis, requiring a 2/3 majority vote of the General Membership.
6.3 The Consortium will utilize a rotating schedule of election terms as defined below:
6.3.1. Elected in the evenyear – President and Public Information Officer
6.3.2. Elected in the oddyears – Vice President, Secretary and Treasurer
6.3.3. All other Board positions 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. ELECTION OF BOARD OF DIRECTORS
7.1 A nominating committee shall consist of the Vice President, and a minimum of two Consortium members as appointed by the Vice President. It is desirable that the Committee seek at least two (2) members who are willing to serve for each office up for election. Candidates shall be presented to the general membership 30 days prior to the last general meeting of the calendar year via normal communication channels. The General Membership may make additional write-in nominations during this meeting. All candidates must provide 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 byballot, and tallied by three election tellers appointed by the Vice President. The elected officers will be determined by a simple majority of the voting members at the meeting and those who have submitted proxy or absentee ballots.
7.4 If a vacancy occurs in an office of the Board of Directors, a replacement shall be recommended by the Board of Directors and approved by the general membership at the next general meeting.
ARTICLE 8. OPERATING PROCEDURES
8.1 All proceeds accrued to this Consortium shall be used for the achievement of the Consortium’s mission.
8.2 The Consortium will meet in general membership meetings to conduct business as follows:
8.2.1. The general membership 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 purpose of electing officers. The Board of Directors shall ensure that the General Membership is notified at least 30 days in advance of the election via normal communication channels.
8.2.3. Special 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 prior to the meeting. The Consortium’s primary method of notification is electronic.
8.2.5. Modern Rules of Order shall serve as the parliamentary authority for the Consortium.
8.3 The Consortium shall be non-profit, non-sectarian, and non-partisan.
8.4 The Consortium shall be responsible 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. FINANCES AND FUNDS
9.1 All monies obtained from any source, by or through any person or persons, 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 provide official receipt.
9.2 The President, Vice-President, and Treasurer shall provide authorized signatures for all accounts and disbursements.
9.3 The Treasurer shall deposit all monies received to the credit of the Consortium in such depositories 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 pre-approved expenditures will not require additional Board of Direction approval. Normal and usual disbursements in excess of $1000.00 shall require two authorized signatures. However, if a potential expenditure is out of the ordinary and not pre-approved by the Board of Directors, it cannot be expended without BOD approval regardless of cost.
9.5 The President may call, in an emergency, a special telephone or electronic meeting of the voting membership of the Board of Directors to approve expenditure. If a telephone quorum of the voting membership of the Board of Directors is reached and approved the expenditure, the Treasurer may make the payment. Such actions will be reported and recorded in the next subsequent Treasurer’s Report to the General Membership and Board of Directors.
9.6 The Consortium, through its Board of Directors, shall formulate and carry into effect such initiatives, programs and projects or activities and applications for the raising of funds as may be necessary to defray the expenses of the Consortium.
9.7 The Consortium shall keep correct and complete books and records of accounts. These records will be the responsibility of the Treasurer.
9.8 The BOD, except as otherwise provided 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 specific instance; and unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Consortium by any contract or engagement, or to pledge its credit or render it liable pecuniary for any purpose or to any amount.
9.9 The Consortium has adopted the Federal Joint Travel Regulations (JTR) for calculating and approving travel expenses. Consortium travel policies and approvals are outlined the Consortium Policy and Procedure Manual.
ARTICLE 10. INDEMNITY
10.1 To the extent that the Consortium has applicable insurance coverage, the Consortium will indemnify each Director, Officer, Committee Chair, and paid staff of the Consortium, and their heirs, legal representatives and assigns, against expenses, costs and attorney’s fees actually and reasonably incurred in connection with the defense of any action, suit or proceeding, civil or criminal, in which the Director or Officer is made a party by reason of being or having been an Officer or Director. The indemnification may include any amounts paid to satisfy a Judgment or to compromise 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 performance of duty to the Consortium. Advance indemnification may be allowed of a Director or Officer for expenses to be incurred in connection with the defense of the action, suite or proceeding, provided 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 performance 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 approved by a majority of the Consortium’s membership present at the meeting where the resolution is presented.
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 performance of his/her duties. The bond may be paid by the Consortium upon approval of the Board of Directors.
10.4 To the extent permitted by law and permitted by insurance coverage, current or former members of the board of Directors and appointed committee chairs may be indemnified, defended, and held harmless by the Consortium against liabilities imposed upon them and expenses reasonably incurred, in connection with any claim made against them (including attorney’s fee), or any action, suite or proceedings to which they may be a party by reasons of their service as a member of the Board of Directors or an appointed committee.
ARTICLE 11. AMENDENT OF BY-LAWS
These by-laws may be amended by a vote of the majority of those present and voting at a regular or special general meeting of the Consortium’s Board of Directors. Notice of intent to amend must be given in writing to the Consortium’s General membership by the Board of Directors seven (7) days prior to the meeting to amend.
ARTICLE 12. DISSOLUTION
12.1 When, due to lack of participation and/or mutual cooperation, 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 membership present at a general meeting, called for and announced as the purpose 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 Corporation Act.
Signed Date _________________
________________________________ ________________________________
President Treasurer
