BYLAWS


of


Santa Fe Complex

 

 

A Non-Profit Corporation Formed Under the Nonprofit Corporation Act, 
N.M.S.A. §§ 53-8-1 to 53-8-99.

 

 

ARTICLE I

Name, Purposes, Principal Office

 

Section 1. Name. The name of the organization for which these Bylaws are adopted is Santa Fe Complex (The Complex).

 

Section 2. Purposes. The Santa Fe Complex is a collaborative workspace that fosters applied complexity science through interdisciplinary education, outreach, and development of innovative technologies that address real-world problems, enable social cooperation and create economic opportunities. The Complex is organized for charitable and educational purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code, including, but not limited to:

 

1. Creating virtual and physical spaces to foster the application of complexity and other advanced computational tools to artistic creation, education, problem solving, group development, and intergroup conflict resolution.
2. Providing the scientific expertise, infrastructure and technological tools needed to support their work; and
3. Educating the general public and the scientific community about the use of complexity science and advanced computational tools to solve real world problems, enhance economic & artistic growth, and support social cooperation.

 

Section 3. Principal Office. The principal office of the Complex shall be located in Santa Fe County, New Mexico. The Complex may have such other offices as the Board of Directors may designate or as its business may require from time to time. The registered office of the Complex required by the New Mexico Nonprofit Corporation Act to be maintained in New Mexico may be, but need not be, identical with the principal office.

 

 

ARTICLE II


Board of Directors

Section 1. Powers and Duties of the Board of Directors. Subject to the limitations set out in the Articles of Incorporation, these Bylaws, and the laws of the state of New Mexico, the affairs of the Complex shall be managed under the direction of the Board of Directors. The powers and responsibilities of such board shall include:

 

1. Selecting, and delegating authority to, officers necessary for the management of the Complex’s business.
2. Establishing policies for management of the Complex.
3. Controlling expenditures by authorizing budgets.
4. Pursuing management, including accountings and audits, as needed, of any property of the United States and the State of New Mexico that the Complex shall, at any time, borrow or receive by way of grant.
5. Hiring, supervising, and evaluating the Executive Director of the Complex.
6. Causing audits to be made from time to time as is necessary or required by Federal and State Laws.

 

Section 2. Number and Qualification. A Board of at least five (5) elected directors shall manage the business and affairs of the Complex.

 

Section 3. Appointment and Term.

A. At the meeting of The Santa Fe Complex next held after the adoption of these Bylaws, the initial directors shall elect five (5) directors. A majority of the elected members of the Board of Directors shall be appointed for a three-year term and the remainder of the directors shall be appointed for an initial two-year term. At each March meeting thereafter, a number of directors equal to those whose terms have expired shall be appointed for a term of three years. Each director shall hold office for his or her term or until his or her successor is appointed and qualified, or until his or her death, resignation, or removal.

 

B. After the initial election, directors shall be nominated by a Nominating Committee of the Board in consultation with the Advisory Committee and, if established, with the Executive Director.

 

C. Every elected member of the Board of Directors shall be limited to serving three consecutive three-year terms, or a maximum of nine (9) consecutive years. At the conclusion of the maximum of nine (9) consecutive years, the director shall sit out for at least three (3) years. The director is then eligible to be elected to the Board again.

 

Section 4. Election and/or Meeting of Officers. The Board of Directors shall meet within thirty days after the meeting in which the Board is elected and shall elect among themselves a Chair, Vice-Chair, Secretary, and Treasurer, each of whom shall hold office through the next election and until the appointment and qualification of his or her successor unless removed by death, resignation, or removal.

 

Section 5. Compensation of Directors. The members of the Board of Directors shall receive no compensation for their services as directors. However, training and related expenses that would enable a director to perform more effectively on behalf of the Complex shall be eligible for reimbursement, after proper notice is given to the Board, and with the approval of a majority of the Board at a meeting at which a quorum is present.

 

Section 6. Resignation. A director may resign at any time by giving written notice to the Secretary of the Board of Directors. Such resignation shall take effect when the notice is delivered unless the notice specifies a later effective date.

 

Section 7. Removal.

A. Any director or officer of the Board may be removed from the Board by a vote of two-thirds of the Board of Directors present at any duly noticed meeting, provided that a quorum is present.

 

B. Any member of the Board of Directors who fails to attend three regularly scheduled consecutive meetings of the Board of Directors in a one-year period without prior notification and cause shall be deemed to have resigned from the Board.

 

Section 8. Vacancies. A vacancy or vacancies in the Board of Directors occurring for any reason, including an increase in the authorized number of directors, may be filled by action of the Board of Directors. If the office of any member of the Board of Directors becomes vacant by reason of death, resignation, removal, or otherwise, a majority of the remaining directors may choose a successor who shall hold office until the next election of the Board, at which time election of a director for the unexpired term or terms shall occur. A directorship to be filled by reason of an increase in the number of directors may be filled for a term of office continuing only until the next election of directors.

 

 

ARTICLE III

Meetings of the Board of Directors

 

Section 1. Meetings of the Board of Directors.

A. Meetings. The Board shall hold meetings at such regular intervals and at such time and place as the Board of Directors may designate. A meeting shall be held in March each year during which elections shall be held.

 

B. Special Meetings. Special Meetings of the Board of Directors may be called for any purpose or purposes by the Chair, or if the Chair is absent or is unable or refuses to act, by any three directors. Special meetings must be preceded by at least two (2) days notice of the date, time, place, and purpose of each meeting.

 

NEW B1.  Who may attend meetings.  Any Member of the Advisory Group or Active Member of the Complex itself may attend any Board meeting as an observor, but may speak only at the pleasure of the Board.  Notwithstanding this provision, a Board meeting may be closed  at the request of three Directors.  

 

C. Place of Meetings. Meetings of the Board of Directors shall be held at any place within or outside the State of New Mexico.

 

 

Notices. Notice of any regular meeting of the Board of Directors, including a draft agenda, shall be given by email or by mail, by mailing such notice at least seven (7) days before the time set for such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage prepaid, addressed to the director at his or her address as it appears on the records of the Complex.    The chairman of the Advisory Group shall receive notice at the same time and in the same manner as Directors.  

 

D. Waiver of Notice. A director may waive any required notice before or after the date and time stated in the notice but such waiver must be in writing, signed by the director, and filed with the minutes or corporate records. A director’s attendance at or participation in a meeting waives any required notice.

 

E. Conference Call Meetings. Any director may participate in a Board meeting through a conference call telephone or similar communication equipment by means of which all persons participating in the meeting can speak to and hear each other. Actions taken by the Board at meetings conducted through the use of such equipment, including the vote of each director, shall be recorded in the usual manner in the minutes of the meetings as provided by these Bylaws. A director participating in a meeting by this means is deemed to be present at the meeting.

 

Section 2. Quorum. At all meetings, a simple majority of the Board of Directors duly elected shall constitute a quorum for the conduct of business.

 

Section 3. Voting. Actions of the Board will be taken by consensus. If consensus cannot be reached and if a quorum is present, the affirmative vote of a majority of the directors at the meeting shall be the act of the Board of Directors. Each director shall be entitled to one vote on each matter to come before the Board of Directors, and no director may give another director or any other person his or her proxy to vote on any matter to come before the Board. All directors participating, including the Chair or the person acting as Chair, may make motions and vote.

 

Section 4. Action Taken Without a Meeting.  The directors shall have the right to take any action in the absence of a meeting that they could take at a meeting by obtaining the written or emailed approval of all of the directors.  Any action so approved shall have the same effect as though taken at a meeting of the Board.

 

 

ARTICLE IV

Officers and Duties of the Board

 

Section 1. Number. The Complex shall have a Chair, a Vice-Chair, a Secretary, a Treasurer, and such other officers as the directors may appoint. No two offices may be held by the same person.

 

Section 2. Election. The officers of the Complex shall be chosen annually by the Board of Directors from among their number at their March meeting. Each officer shall hold his or her office until his successor shall have been duly elected and qualified, or until his death, resignation, or removal.

 

Section 3. Resignation. An officer may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the time specified therein or, if no time is specified, then upon receipt of the resignation by the Board of Directors.

 

Section 4. Removal. Any officer may be removed from office by a vote of two-thirds of the Board of Directors present at any duly noticed meeting, (provided that a quorum is present), whenever in their judgment the best interest of the Complex will be served thereby. An officer’s removal shall also constitute a removal from membership on the Board of Directors unless the removal resolution states otherwise.

 

Section 5. Vacancies. Any vacancy occurring in any office for any reason may be filled for the unexpired portion of the term of said office by the Board of Directors.

 

Section 6. Duties.

A. Duties of the Chair. The Chair shall:

1. Preside over all meetings of the Board of Directors and call special meetings.
2. Supervise the affairs of the Complex, and perform all acts and duties usually performed by an executive and presiding officer, subject to the control and direction of the Board of Directors.
3. Sign and execute, in the name of the Complex, all notes, bonds, mortgages, contracts, and other instruments authorized by the Board, except when the signing or execution thereof shall have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Complex.
4. Whenever it may, in his or her opinion, be necessary, prescribe the duties of other officers and employees of the Complex, in a manner not inconsistent with the provisions of these Bylaws and the directions of the Board.
5. Be an ex officio and voting member of all standing committees.

 

B. Duties of the Vice-Chair. The Vice-Chair, in the absence or disability of the Chair, shall perform the duties of the Chair, and shall have such other powers and duties as the Board may determine or assign. However, in case of death, resignation, or removal of the Chair, the Board may declare the office vacant and elect a successor to fill the unexpired portion of the Chair’s term.

 

C. Duties of the Secretary. The Secretary, unless otherwise directed by the Board of Directors, shall be the guardian and custodian of all corporate records. The Secretary shall:

1. Keep a complete record of all meetings of the Board of Directors at the principal office of the Complex.
2. Certify and keep at the principal office of the Complex the original or a copy of its Bylaws, as amended to date.
3. See that all notices are duly given in accordance with these Bylaws or as required by law.
4. See that the books, reports, statements, and all other documents and records required by law are properly kept and filed.
5. Report all matters and business pertaining to his or her office to the members at each meeting, or at such other times as the Board of Directors may require.
6. In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors.
7. Upon the election of his or her successor, the Secretary shall turn over all books and other property belonging to the Complex.
8. In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors.

 

D. Duties of the Treasurer. Unless otherwise directed by the Board of Directors, the Treasurer shall:

1. Have general charge and supervision of the financial books and records of the Complex including all funds, securities, and assets of the Complex.
2. Maintain a record of the indebtedness of the Complex and to the Complex.
3. # Maintain a record of the payments made and the current condition of all accounts.
4. Collect all assessments and monies due the Complex and deposit same in the depository designated by the Board of Directors.
5. Disburse funds or assure that disbursement is conducted under direct guidance and oversight, keep the Complex current of all compliance reports and accounts payable, and make a report on the business transacted by him or her on a monthly basis or as requested, including exhibiting at all reasonable times the books of account and record to any Director during business hours at the office of the Complex where such books and records are kept.
6. Make a full report of all financial matters and business pertaining to his or her office at each meeting of the directors, or at such other time or times as the Board of Directors may require.
7. Perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board.
8. Upon the election of his or her successor, the Treasurer shall turn over all books and other property belonging to the Complex.

 

Section 8. Performance Bond. Officers and/or contractors and employees of the Complex who have the authority to sign financial documents and funds of the Corporation may be covered in the performance of their duties by a surety bond, in an amount to be determined by the Board of Directors. the Complex shall pay the premium(s) for these bonds.

 

 

ARTICLE V

Committees of the Board

 

Section 1. Ad Hoc Committees. The Board of Directors may create one or more committees, each consisting of one or more Board members and/or other natural persons. Such Committee members shall serve at the pleasure of the Board of Directors. The creation of a committee and appointment of a member or members to it must be approved by a majority of the Board at a meeting where a quorum is present.

 

Section 2. Standing Committees. The standing committees of the Board shall be the Executive Committee and the Nominating Committee. Members of the standing committees are appointed annually by the Chair and shall serve until replaced.

A. Executive Committee. The Executive Committee shall consist of the officers of the Board. They shall, during intervals between meetings of the Board, supervise the management of the affairs and properties of the Complex. The presence of a majority of the members of the Executive Committee shall constitute a quorum and the act of a majority of members present shall constitute an act of the Executive Committee. All such actions by the Executive Committee between meetings of the Board shall be reported to the Board at its next meeting and shall be subject to ratification, revision, or alteration.

B. Nominating Committee. The Board of Directors shall annually appoint a Nominating Committee of at least three directors whose duty it shall be to nominate candidates for officers and directors to be elected at the election in January. They shall report to the Board with a list of nominees at the January meeting.

 

 

 

 

ORGINAL VERSION

 

Section 1. Advisory Committee. The Board shall create an Advisory Committee of interested complexity science practitioners, community members and such other experts as it deems appropriate to provide it additional expertise in issues it faces. Members of the Advisory Committee are appointed annually by the Chair and shall serve until replaced.

 

 

 

SUGGESTED REVISED VERSION

Section 1. Advisory group. The Board shall create an Advisory Group of interested complexity science practitioners, community members and such other experts as it deems appropriate.  The general role of the Advisory Group shall be to advise the Board of Directors and the Executive Director concerning the day-to-day operation of the Complex, including its own membership and the Board (or Director) shall not normally act without seeking the advice of the Advisory Group.  The Advisory Group’s particular role shall be to advise concerning the acceptance of projects and members into the Complex.  In its deliberations on this matter it shall balance three considerations, openness, interest, and contribution to the financial stability of the Complex. 

 

 

For the purposes of these discussions,  

 

---openness shall be understood as encompassing the willingness of prospective members to operate in a flexible and interactive way with other members of the Complex,  

 

---interest shall be understood as encompassing the innovativeness, theoretical importance, creative significance, and computational intricacy of the proposed project, in particular its relationship to complexity science, and  

 

----contribution to financial stability, shall be understood as encompassing a project's capacity to sustain the Complex as a creative and innovative educational venue.  

 

In its deliberations, the Advisory Group shall exercise due diligence to avoid conflict of interest or the appearance thereof between their role as advisors to the Complex and any role they may play also as members of the Complex. 

 

 

SECOND SUGGESTED REVISED VERSION

 

 

Section 1. Advisory group. The Board shall create an Advisory Group of interested complexity science practitioners, community members and such other experts as it deems appropriate.  The general role of the advisory group shall be to advise the Board of Directors and the Executive Director concerning the day-to-day operation of the Complex, including its own membership and the Board (or Director) shall not normally act without seeing the advice of the Advisory Group.  The Advisory Group’s particular role shall be to advise concerning the acceptance of projects and members into the Complex.  In its deliberations on this matter it shall balance three considerations, openness, interest, and contribution to the financial stability of the Complex.  At its first meeting, the Advisory Group shall adopt its own bylaws for the approval of the Board of Directors.  

 

 

 

Section 1. Execution of Instruments. Except as stated in these Bylaws or otherwise provided, the Chair shall execute contracts or other instruments on behalf of or in the name of the Complex. The Board of Directors may authorize any other officer or officers, agent or agents (such as the Executive Director), to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Complex, and such authorization may be general or confined to specific instances. Except as so authorized, no officer, agent, or employee shall have any power or authority to bind the Complex by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

 

Section 2. Accounts. The Board of Directors from time to time may authorize the opening and keeping of general and/or specific accounts with such banks, trust companies, or other depositaries as may be selected by the Board or by any officer or officers, agent or agents of the Complex to whom such power may be delegated from time to time by the Board. The Board may make such rules and regulations with respect to said bank accounts not inconsistent with the provisions of these Bylaws, as the Board may deem expedient.

 

Section 3. Checks and Drafts. All checks, drafts, or other orders for the payment of money, notes, acceptances, or other evidences of indebtedness issued in the name of the corporation, shall be signed by either the Chair, the Treasurer or such officer or officers, agent or agents (such as the Executive Director) of the Complex and in such manner as shall be authorized from time to time by resolution of the Board. Endorsements for deposit to the credit of the Complex in any of its duly authorized depositaries may be made without countersignature, by the Treasurer or by any other officer or agent of the Complex to whom the Board of Directors, by resolution, shall have delegated such power, or by hand-stamped impression in the name of the Complex.

 

Section 4. Loans. No loans shall be contracted on behalf of the Complex and no evidence of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board. Such authority may be general or confined to specific instances. No loans may be made to any officer or director of the Complex, directly or indirectly.

 

 

 

ARTICLE VII

Members

 

Section 1. Determination of Members. The Complex will not have members as that term is defined by Section 5382F, NMSA 1978. This article shall not, however, prevent the Board of Directors from establishing different classifications for contributors to the Complex, which classifications may include "members," "supporters," "friends," and/or other classifications as deemed appropriate by the Board of Directors. In no event, however, shall such contributors obtain voting rights in the Complex by virtue of any contribution or classification.

 

 

ARTICLE VIII

Employees

 

Section 1. Executive Director. The Complex may hire an Executive Director who shall be selected by the Board by a majority vote. The Executive Director shall report to the Board and shall be supervised by the Chair of the Board. The Executive Director shall serve as the chief executive of the Complex with such power and authority as may be conferred by these Bylaws or by resolution of the Board. In general, the Executive Director will be responsible for the overall supervision, program direction, execution, and review of all activities associated with day-to-day operation of the Complex. The performance of the Executive Director shall be reviewed annually by the Board.

 

Section 2. Other Employees. The Board shall decide what other categories of employees should be hired. All other employees shall be supervised and have their performance reviewed by the Executive Director.

 

Section 3. Compensation. The Board shall set the compensation for the Executive Director. The Executive Director shall have authority to set compensation for all other employees within a budget approved by the Board.

 

 

ARTICLE IX

Other

 

Section 1. Indemnification. The Complex shall indemnify any director or officer or former director or officer of the Complex against all expenses actually and reasonably incurred by him in connection with the settlement or defense of any action, suit, or proceeding, civil or criminal, in which he is involved or made a party by reason of being or having been such director or officer. This indemnity, however, shall not extend to matters as to which such person shall be adjudged in such action, suit, or proceeding, civil or criminal, to be liable for negligence or misconduct in performance of duty to the Complex. The foregoing right of indemnification shall not be exclusive of other rights to which any director or officer may be entitled as a matter of law.

 

Section 2. Insurance. The Complex may maintain insurance, at its expense, to protect itself and any individual who is or was a director, officer, employee, or agent of the Complex, or who, while a director, officer, employee, or agent of the Complex, is or was serving at the request of the Complex’ Board of Directors against any expense, liability, or loss whether or not the Complex would have the power to indemnify such person against such expense, liability, or loss under the law or these Bylaws.

 

Section 3. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December of each year.

 

 

ARTICLE X

Dissolution

 

Upon the dissolution of the corporation and after the payment or the provision for payment of all the liabilities of the corporation, the Board of Directors will dispose of all of the assets of the corporation exclusively for the purposes of the corporation or to organizations that are then qualified as tax-exempt organizations under Section 501(c)(3) of the Internal Revenue Code. Any assets not so disposed of will be disposed of by a court of jurisdiction in the county in which the principal office of the corporation is located.

 

 

ARTICLE XI

Amendments

 

These Bylaws may be repealed or amended by a two-thirds vote of the majority of directors present at any duly noticed meeting of the Complex, or at any special meeting of the Complex called for that purpose, provided that a quorum is present. Proposed amendments to the Bylaws must be provided to the Board at least fifteen (15) days prior to final action at a regular or special meeting.

 

We the undersigned Secretary and Chair of The Santa Fe Complex, a New Mexico non-profit corporation, hereby certify that the above is a true and correct copy of the bylaws, together with all amendments thereto which were duly adopted on __________________________________.

 

 

__________________________________________Secretary

 

 

 

_____________________________________ Chair