THE EARTHBUILDERS’ GUILD INC.
A New Mexico Nonprofit Corporation
Name and Location of Office
The name of this corporation is The Earthbuilders’ Guild, hereinafter referred to as TEG. The principal office of TEG shall be in the state of New Mexico, the mailing address, Box 10532, Alameda 87184. TEG may have such other offices, either within or without the State of New Mexico as the business of TEG may require from time to time.
TEG is organized and incorporated under the laws of the State of New Mexico for the mutual support of earth-building industries both past and present, and public education regarding earth-building and related subjects. TEG will be a non-profit organization within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, without profit to any Officer or Director.
TEG will have no shareholders.
Section 1. Composition. The Members of TEG shall consist of those natural persons who subscribe to the mission, philosophy, purposes and goals of TEG and who are current and in good standing as members of TEG and whom The Earthbuilders’ Guild (TEG) approves as members.
Section 2. Voting. The members of TEG are not entitled to vote, excepting those members composing the Board of Directors.
Board of Directors
Section 1. Management. The Board of Directors shall have the general management and control of the activities and affairs of TEG and shall exercise all the powers that may be exercised or performed by TEG under the laws of the State of New Mexico and the United States, these Bylaws and the Articles of TEG. Directors are expected to participate regularly in TEG events and activities.
Section 2. Composition. The Board of Directors shall consist of not less than four (4) chosen by ballot at the annual meeting of the members or at any meeting held in place thereof as provided by law. The number of directors of this corporation shall be not less than four nor more than twelve.
The directors shall be drawn in the following proportion:
Seventy-five percent (75%) of the directors shall be drawn from members whose primary occupation is in the earth-building trades. This 75% shall be distributed equally between manufacturers and educators and builders. The remaining twenty-five percent (25%) of the directors can be, but need not be, drawn from members whose primary occupation is outside the earth-building trades.
Directors must be members of the corporation.
Section 3. Tenure. Each Director shall hold office for a term of two (2) years, and until his or her successor is duly elected and qualified. There is no limit on the number of terms a Director can serve. Terms shall be staggered such that not all board members are elected at the same time.
Section 4. Vacancies. Any vacancy or vacancies created by the death, removal, resignation or incapacity to act of any Director before the expiration of such Director’s term, or by amendment of these Bylaws, may be filled at a regular meeting of the Board of the Directors. A Director elected to fill a vacancy shall hold office until the next election.
Section 5. Resignations and Removal. Any Director may resign at any time by giving written notice of such resignation to the Secretary of TEG. Unless otherwise specified in the notice, such resignation shall take effect upon receipt thereof by the Secretary. Any Director may be removed at any time by consensus of the remaining Directors.
Section 6. Compensation. The Directors shall not receive compensation for their services as such, but the Board of Directors may authorize reimbursement for expenses incurred by Directors in connection with the performance of their duties. Directors may enter into a contractual agreement with TEG providing the expenses have been pre-approved by the board, for non-board related services, for which they may be compensated.
Section 1. Meetings. The Board of Directors meets periodically at whatever time and place it selects, at a minimum of once per year.
Section 2. Special Meetings. The Chair, the Secretary or one-third of the Board may call special meetings of the Board on not less than ten days’ notice, given by mail, electronic mail or facsimile. Notice of special meetings shall state the purposes therefore. All meetings of the Board shall be held at such place within the State of New Mexico, as shall be designated in the notice of the meeting.
Section 3. Quorum. At any duly noticed meeting of the Board of Directors of TEG, the presence of a majority of the Directors in person or by proxy shall be necessary to constitute a quorum for all purposes, and any act by consent of the Directors present at any meeting at which there is a quorum shall be the act of the full Board of Directors.
Section 4. Action Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all the members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or the committee shall be filed with the minutes of the proceedings.
Section 5. Participation by Telephone. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
Section 1. Committees. Committees are to be appointed by the Board of Directors, as may be deemed desirable for the proper administration and operation of TEG. Each such committee shall serve at the pleasure of the Board of Directors and shall be subject to the control and direction of the Board of Directors. All actions by any such committee shall be subject to revision and alteration by the Board of Directors, but unless or until so revised shall constitute the formal action of that body.
Section 2. Code committee. When a code committee is in place, no TEG member shall serve on that committee unless he or she is already familiar with the specific trade, tools, materials and safety procedures the code in question is formed around, and is judged by the Board of Directors and other code committee members to have sufficient experience in that trade.
Section 3. Limitation on Authority of Committees. Notwithstanding any other provision of these Bylaws, which may be construed to the contrary, no Committee shall have the authority to enter into any contract or otherwise bind TEG to any obligation to any third party or to any Member(s) without the consent of the Board of Directors. Where such proposed contract(s) or obligation(s) involve monetary disbursements, trades or agreements of any kind and/or the selection of individuals to carry out various tasks, such matters shall be fully disclosed to the TEG Board of Directors prior to the signing, agreement or closure of any contracts or obligations.
The Board may engage or employ staff personnel, including, but not limited to an Executive Director, to assist the Board, the committees of the Board and/or the Officers of TEG, as the Board may determine necessary and proper to facilitate and advance the purposes, activities and programs of TEG. The Board shall set the terms and conditions of such engagement or employment, including compensation to be paid to such staff personnel.
The Executive Director shall be responsible for day-to-day operations, carrying out the policies established by the Board of Directors, and for the hiring, firing, management and supervision of staff and volunteers, as approved by the Board of Directors.
Section 1. Officers of TEG. The Officers of TEG shall fulfill the roles of Chair, Secretary, and Treasurer with not less than three (3) people, and shall be members of the Board of Directors. The role of Chair may be filled by 2 people serving as Co-Chairs, or as Chair and Chair-elect, at the discretion of the Board. The Officers shall be elected and qualified for two (2) year terms. If the Board chooses to implement a succession policy whereby a chair-elect becomes the next chair, the term of the chair-elect is two years. To be elected as an officer the Director must have served at least 1 year on the Board of Directors within the past three years. All Officers and Directors will be elected following the Election Committee’s process. If the office of any of the Officers should become vacant for any reason, the Board shall elect a successor to fill the vacancy for the unexpired term. Any Officer may be removed by consensus of the Directors present at any regular or properly called special meeting of the Board.
Section 2. Authority and Responsibilities. Officers shall perform those duties usual and customary to their positions and as outlined in the policies of TEG. The Treasurer is the financial officer of the organization.
Section 3. Resignation and Removal of Officers. Any Officer may resign by a notice in writing to the Secretary. Unless otherwise specified in the notice, such resignation shall take effect upon receipt. Any Officer may be removed at any time by consensus of the Directors.
Section 1. The Board of Directors shall elect its successors from the general membership of TEG.
Section 2. The Elections Committee shall establish the annual election process for board vacancies, present it to the TEG Board for approval, and oversee the approved election process.
Upon dissolution of TEG, the Board of Directors shall, after paying and making provision for the payment of all liabilities of TEG, dispose of all of the assets of TEG, exclusively for the purposes of TEG in such manner, or to such organization or organizations organized and operated as non-profits, whose objectives are similar to TEG’s, as shall at the time qualify as an exempt organization or organizations under Section 501(c)(6) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal laws, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
Section 1. Authority to Sign Contracts and Checks. The persons authorized to sign contracts and to sign, endorse and otherwise execute checks, drafts, notes, orders or other instruments for the payment of money issued by or to TEG shall be designated pursuant to appropriate resolutions of the Board.
Section 2. Fiscal Year. The fiscal year of TEG shall be the twelve-month period ending December of each year, or such other period as the Board of Directors may establish.
Section 3. Loans. No loans shall be contracted on behalf of TEG unless authorized by the Board of Directors.
Section 4. Competition. TEG shall not carry out any sale, service or activity, whether for free or for a fee, that competes with or mimics the livelihoods of its members.
TEG shall indemnify any person who may be designated from time to time to perform official duties on behalf of TEG. Such person shall be indemnified by TEG against all expense and liabilities including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been an Officer, employee, or person acting on behalf of TEG, except in such case wherein the Officer, employee or person is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.
The Bylaws of TEG may be amended only by consensus, by the Directors. The notice of such meeting must specify that the subject of the amendment or amendments acted upon are to be considered at the meeting, and such notice, along with the proposed amendment or amendments, shall be provided to each Director at least ten days prior to such meeting. Said notice may not be waived.
In witness whereof, the Board of Directors of TEG at a duly constituted meeting thereof on July 11, 2015 amended the foregoing Bylaws.