NONPROFIT CORPORATION The undersigned, acting as incorporator(s) to form a nonprofit corporation under the New Mexico Nonprofit Corporation Act, adopt the following Articles of Incorporation: ARTICLE I The name of the corporation (the “Corporation”) is One Heart, Many Rhythms. ARTICLE II The Corporation shall have perpetual existence. ARTICLE III The Corporation is organized and at all times shall be operated on a nonprofit basis exclusively for charitable and educational purposes. These purposes include, but are not limited to: (a) Help indigenous cultures worldwide to preserve and express their cultural traditions and facilitate the sharing of these traditions so that all may benefit (b) Provide educational assistance to children and young adults from indigenous cultures worldwide (c) Conduct workshops which advance the sharing of the traditions of indigenous cultures and promote the languages and processes of peace (d) Any other legally appropriate action eligible under the nonprofit laws of the State of New Mexico. The Corporation may exercise any powers, without limitation whatsoever, which a corporation may legally exercise under the New Mexico Nonprofit Corporation Act under which this Corporation is formed, subject to any applicable federal restrictions or requirements. ARTICLE IV The Corporation’s initial registered office is Santa Fe, New Mexico 87508. The name of the Corporation’s initial registered agent at the address of the initial registered office is Charlotte S. Pollard. ARTICLE V The number constituting the initial board of directors is three (3). The names and addresses of the Corporation’s initial board of directors are: ARTICLE VI The Corporation shall have the power to indemnify any persons made a party to any proceeding by reason of the fact that the person is or was a director, officer, employee, or agent of the Corporation and the terms of the indemnification shall be provided for in the By Laws of the Corporation. ARTICLE VII No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and property and to make payments in furtherance of the purposes set forth above. Notwithstanding any other provisions of these articles, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law (the “Code”). The Corporation shall not participate or intervene in any political campaign or publish or distribute any statement on behalf of any candidate of public office. ARTICLE VIII The Corporation reserves the right to amend the Articles of Incorporation in any manner, now or hereinafter permitted by the New Mexico Nonprofit Corporation Act. ARTICLE IX Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation for the purposes of the Corporation, or to one or more organizations exempt under Section 501(c)(3) of the Code, as the Board of Directors shall determine. ARTICLE X The names and addresses of each incorporator are:
BY LAWS ARTICLE I Name—Offices Section 1.1 Name. The name of the Corporation is One heart, many rhythms. Section 1.2 Offices. The principal office of the Corporation shall be in Santa Fe, New Mexico at an address to be designated by the Board of Directors. The Corporation may also maintain offices at such other places as the Board of Directors may from time to time determine. ARTICLE II Purpose Section 2.1 Purpose. The purpose of the Corporation is to operate on a nonprofit basis exclusively for charitable and educational purposes. These purposes include, but are not limited to:
ARTICLE III Board of Directors Section 3.1 Definition. The term “Board of Directors” shall mean the Corporation’s Board of Directors. Section 3.2 Number. The Board of Directors shall consist of no less than three (3) nor more than fifteen (15) individuals or any other number set by Resolution of the Board of Directors. Section 3.3 Terms. The directors shall serve (3) year terms. The directors shall serve until the expiration of their terms or until the election and qualification of their successor. Section 3.4 Nominations. Candidates for the Board of Directors shall be brought before the Board for consideration by any director at any time. Any of the directors may seek office on the Board of Directors. Section 3.5 Elections. The directors, other than the initial directors, shall be elected by the Board of Directors of the Corporation. Section 3.6 Installations. Elected candidates shall be installed and shall assume office at the next Board of Director’s meeting, after certification of the results of the election. Section 3.7 Quorum. A simple majority of the directors shall constitute a quorum for the transaction of business, and all actions of the Board except as otherwise provided in the Articles of Incorporation or these By Laws shall be taken by a majority vote of those directors voting. Section 3.8 Voting. All directors shall be eligible to vote. Votes may be by voice of those present or by telephone transmittal, such as but not limited to a conference call or fax , or by electronic conveyance, such as but not limited to e-mail or videoconference. Votes by written proxy must be given to the President at least 24 hours before the vote is taken. Section 3.9 Chair. At all meetings of the Board of Directors, the President or in his or her absence, the Vice-President, or in his or her absence, a chair chosen by the directors present, shall preside. Section 3.10 Compensation. Directors shall not receive any compensation for their services as directors. Section 3.11 Vacancies. If the membership of the Board of Directors shall, for any reason, be less than three (3) the vacancy shall be filled by the Board at any regular or special meeting. Section 3.12 Removal. Any director may be removed with or without cause by an affirmative vote of two thirds (2/3) of the Board of Directors at any regular or special meeting called for that purpose. Any such director proposed to be removed shall be entitled to a least five (5) days notice in writing by mail or email of the proposed removal and of the meeting time and place at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting. ARTICLE IV Officers Section 4.1 Number. The Corporation shall have five (5) elected officers. The officers of the Corporation shall consist of a President, a President-Elect, a Vice President, a Secretary, and a Treasurer, and such other officers with such powers and duties not inconsistent with these By Laws as may be appointed and determined by the Board of Directors. Any two offices may be held by the same person. Section 4.2 Election. The officers must be elected from the members of the Board of Directors. Section 4.3 Term of Office. Each officer shall hold office for one year, except as may previously be determined in the notice of his or her election, which determination shall be made by the Board of Directors or by a nominating committee at the time of nomination, and shall serve until his or her successor shall have been elected and qualified. Section 4.4 President. The President shall be the Chief Executive Officer (CEO) of the Corporation and shall:
Section 4.5 Vice President. During the absence or disability of the President, the Vice President shall exercise all the functions of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall have such powers and discharge such duties as may be assigned from time to time by the Board of Directors. Section 4.6 Secretary. The Secretary, or his/her designee, shall be the Chief Information Officer (CIO) of the Corporation and shall:
Section 4.7 Treasurer. The Treasurer, or his/her designee, shall be the Chief Financial Officer (CFO) of the Corporation and shall:
The Treasurer, or his/her designee, shall be bonded at an amount to be determined by the Board of Directors, with costs of bonding paid for by the Corporation. The Corporation may make such provisions for the custody and disbursement of funds as shall guarantee their safety and proper disbursement and use, and no loans, advances, or promises of payments on behalf of, or in the name of the Corporation shall be made without the explicit written authorization of the Board of Directors. Section 4.8 Vacancies. Any vacancy in any office shall be filled by the Board of Directors at any regular or special meeting. Section 4.9 Removal of Officers. Any officer may be removed from office by the vote of the full Board of Directors, at any regular or special meeting called for the purpose, with or without cause. Any such officer proposed to be removed shall be entitled to at least five (5) days notice in writing by mail or email of the proposed removal and of the meeting time and place at which the removal is to be voted upon and shall be entitled to be heard at such meeting.
ARTICLE V Committees Section 5.1 Standing Committees. The Corporation shall have the following permanent committee which shall meet at least on an annual basis. Meetings shall also be required when a majority of the Committee members elect to assemble. Section 5.2 Ad Hoc Committees. The Board of Directors may appoint any Committee and delegate to that committee any and all duties allowed by the laws of the State of New Mexico. ARTICLE VI Staff Section 6.1 Executive Director. The Board of Directors may employ or contract for an Executive Director who shall serve at the pleasure of the Board of Directors. The Executive Director shall be the Chief Operating Officer (COO) of the Corporation and shall:
Section 6.2 Non-Discrimination Proviso. The Corporation shall not discriminate in hiring or contracting because of race, color, religion, sexual orientation, national origin, or physical or mental disability. This requirement shall apply, without limitation to employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, and selection for training. ARTICLE VII Members Section 7.1 Membership. The Corporation shall have no members. ARTICLE VIII Meetings Section 8.1 Annual Meetings. There shall be an annual meeting of the Board of Directors, held prior to the 31st day of March each year. Forty-eight (48) hours advance notice of the time and place of these meetings may be given by mail, e-mail, fax, or telephone. Section 8.2 Special Meetings Notice. Special meetings of the Board shall be held whenever called by the President or by a majority of the Board at such time and place as may be specified in the notice. Notice of such special meetings shall be given to each director by mail, email, fax, or telephone at least forty-eight (48) hours before the day on which the meeting is to be held. Section 8.3 Meetings by Teleconference. Any meeting may be held by telephone conference or other similar telecommunications equipment by means of which all persons participating in the meeting can hear each other at the same time. ARTICLE IX Fiscal Policies Section 9.1 Contracts. The Board of Directors 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 Corporation, and such authority may be general or confined to specific business. Section 9:2 Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section 9.3 Checks, Drafts, or Orders. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or agent of the Corporation and in such manner as from time to time shall be determined by resolution of the Board of Directors. Section 9.4 Deposits. All funds of the Corporation not otherwise employeed shall be deposited as quickly as feasible to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors shall select. Section 9.5 Fiscal Year. The fiscal year of the Corporation shall be January 1 to December 31. ARTICLE X Indemnification Section 10.1 Indemnification. Indemnification shall be provided to all directors and officers of the Corporation to the fullest extent permitted by law, including, but not limited to, Section 53-8-6, NMSA 1978 (1995 Supp.) ARTICLE XI Amendments Section 11.1 Amendments. These By Laws may be amended by a two-thirds (2/3) majority of the Board of Directors at any regular or special meeting. Amendments must be submitted to the Chair of the Leadership Committee. Any directors shall be entitled to at least fourteen (14) days notice in writing, which must include a copy of the proposed amendment and a statement of the meeting time and place at which such amendment is to be voted upon. ARTICLE XII Dissolution Section 12.1 Dissolution. On dissolution or final liquidation of the Corporation, the Board of Directors shall, after paying and making provision for the payment of all liabilities of the Corporation, distribute all of the assets of the Corporation, exclusively for the purpose of the Corporation in such a manner, or to such organization or other organizations organized and operated exclusively for charitable and educational purposes, as shall at that time qualify as an exempt organization or organizations under Section 501 (c) (3) 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 distributed shall be distributed by a court of competent jurisdiction exclusively for such purposes or to such organization or organizations as said court shall determine, which are organized or operated exclusively for such purposes. ARTICLE XIII Adoption Section 13.1 Adoption. The By Laws shall become effective and established upon signing of the By Laws by the Board of Directors.
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