The full bylaws can be found at:
Here is an abbreviated version:
Quelab Bylaw Abstract
(aka The Short-Short Version)
Quelab is a fiscally sponsored project of the School Factory, Inc, a 501(c)(3) nonprofit corporation, operating a physical location in Albuquerque to both produce public events and to foster an intentional community, all with a shared interest in Science, Technology, Engineering, Arts, and Mathematics. This community is dedicated to collaboration, education, and exploration. All decisions should be made with an eye towards supporting this mission.
Members who support our mission will elect a board of seven to eleven directors to oversee the corporation which supports the mission. Directors serve, unpaid, for two years, and meet at 7pm on the First Wednesday of the quarter (January, April, July, October) to make Business Decisions about the corporation (set operational goals, prepare event budgets, seek fundraising). Officers elected by the board (President, Vice President, Secretary, Treasurer) to execute the board decisions (Treasurer to make sure we have money, Secretary to make sure we stay in compliance with the laws, and President and VP to make sure those things get done). Everything else is the responsibility of the Members (within reasonable bounds of common courtesy and safety considerations), since this is a Do-ocracy.
The Officers are responsible for executing the Policies and Procedures (Operations) Manual as set by the Board. Officers must be members, and serve until resignation or removal. The President is the de facto chair of the Board, and the CEO of the corporation; the Secretary keeps the records of the Board Meetings; the President and Treasurer are Financial Signatories with the bank. Vice President is available to do all of these jobs in the absence of their appropriate officer. Directors can create more officer positions as needed.
The Directors can convene Task Forces and Committees comprised of Directors, Officers, and Members to advise them on policy changes, but these Committees cannot implement policies themselves.
Meetings of the Directors, Officers, and Committees are all operated under the Consensus policy. Items are Proposed, the proposal is Clarified, Concerns are addressed, and all voting members are asked to vote 'in favour', 'stand aside' or 'block'. All blocks must be treated as concerns to be addressed, and the process is repeated until there are no blocks.
Because we are a tax-exempt organization, we must take pains to ensure we do not violate the rules, so there is a Conflict of Interest policy involved in making sure the decisions of the Directors and Officers are above board. Above all, nothing can be done to personally enrich the Directors and Officers without a public tender.
Quelab Bylaw Summary
(aka Plain English Rules)
Quelab is principally located at 680 Haines NW, Albuquerque, NM 87102. As we grow and expand, the board may decide that we need to have more than one location, rather than move.
We are a Fiscally Sponsored Project of the School Factory, a 501(c)(3) nonprofit corporation.
We exist to provide a physical location in Albuquerque to both produce public events and to foster an intentional community, all with a shared interest in Science, Technology, Engineering, Arts and Mathematics. This community is dedicated to collaboration, education, and exploration. All decisions should be made with an eye towards supporting this mission.
Quelab is member driven. Members shall vote in the annual election of the board of directors, and anything not explicitly delegated to the Directors or Officers is implicitly empowered to the Members. Anyone who supports our mission is eligible to become a member, as long as they follow the Bylaws, sign the Code of Conduct and Liability Waiver, and provide us with a way of contacting them in writing. There is only one mandatory meeting, and it is set annually, for the election of the Directors.
There shall be seven to eleven Directors, which constitute the Board of Directors, who will be the executors of the powers of the corporation under New Mexico state law. This means that they are liable for the monetary interests of the corporation and do not have limited liability under statute. While the bylaws state you are not personally liable for the debts or obligations of Quelab, we are able to hold you liable if you cause us a charge. It is the Board's discretion whether or not we hold Directors and Officers Insurance as a corporation to protect us against possible bad actions performed by those persons.
Directors serve for two years, and are unpaid. You can claim for reimbursement for reasonable expenses incurred on behalf of performing the following duties. Directors are responsible for setting the duties, overseeing the actions, and setting the compensation (if any) of the officers of the corporation. They are also responsible for the monetary well-being of Quelab. For compliance with state law, they must provide their Federal Tax Identification numbers and current home addresses.
The board regularly meets at Quelab's main office on the first Wednesday of each quarter at 7pm (January, April, July, October). If a special meeting is called (by either the chair, two directors, or any of the officers), we must give a week's notice, unless we get a waiver. With a board of seven people, at least five must attend, or else a quorum will not be met. The meeting is run by the chairperson, who is generally the President or Vice President, but if neither are present, the directors may elect a temporary chair for that meeting.
Quelab uses the Consensus process for meetings unless otherwise decided. Meetings of the Directors, Officers, and Committees are all operated under the Consensus policy. Items are Proposed, the Proposal is clarified, Concerns are addressed, and all voting members are asked to vote 'in favour', 'stand aside' or 'block'. All blocks must be treated as concerns to be addressed, and the process is repeated until there are no blocks.
Quelab shall have at least four officers (President, Vice President, Secretary, Treasurer), and may have as many Vice Presidents and Assistant officers as the board deems needed. Officers must be adults and Members of Quelab, and can also be Directors. Officers are elected by the Directors (not the Members) and serve until resignation or removal. Compensation (if any) is set by the Directors on an annual basis.
Officer Descriptions are as follows (and other duties as assigned):
CEO, executes the Operations Manual as set by the Directors; Financial Signatory.
Stunt CEO, and all other officers, if needed.
Keeper of the bylaws, minutes, records, and corporate seal.
Chief Bookeeper and Purser; Prepares financial statements; Financial Signatory
If the Directors need something done, they can delegate a Committee or task force to do it in their place. These Committees are advisors to the board only, they may not SET policy, only advise on it's creation. They meet using the same consensus rules as the board, unless set differently by the Directors upon their creation.
As a corporation, the following things happen for being a business: The board can authorize anyone to be their agent for the purposes of executing a contract, The board can set where we bank, and can accept gifts on behalf of the corporation. All outlays over $500 must signed by both Treasurer and President, except rent and loan payments (which have been previously agreed). We have to keep an archive of board meeting minutes, financial records, and inventory of property at the main office, and any Director can view them at any time, and can make copies of them. To stay a corporation in good standing, we must make an annual report to the state.
Staying Tax Exempt
To not imperil the School Factory's 501(c)(3) status, or to maintain our own, there are a number of rules we have to follow. No Political Campaigning; No Dividends; After we close (dissolve), our stuff (or the revenue from liquidation) must go to another 501(c)(3).
Conflict of Interest Policy
Directors must adhere to the conflict of interest policy to ensure the best interests of the tax exempt corporation. They must sign a statement annually that states they have read, understand, and will uphold the conflict of interest policy.
Directors must disclose if they have a financial or private involvement with any entity with which Quelab will interact (contractors, vendors, etc). After the disclosure, the board will Consense (without the interested party) as to whether or not a conflict exists. If one does, the board will take their advice, but the interested party will not be permitted a vote on the interested business. If Directors don't disclose their interest and something happens, a hearing will be convened, and disciplinary action will be taken if needed. This is doubly important for compensation (ie paying an Officer, who is also a Director or a relative of a Director)