BYLAWS OF THELAB.MS - Effective June 4, 2022
A TEXAS NONPROFIT CORPORATION
1.01 NAME: The legal name of this corporation is “TheLab.ms” (the “Corporation”).
1.02 OFFICE: The principal office of the Corporation is 999 East Arapaho Road, Suite 300, Richardson, TX 75081, or such other place in or outside the State of Texas as the Board of Directors may deem appropriate.
1.03 NON-PROFIT STATUS: The Corporation is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future United States Internal Revenue law). Its mission is to foster a collaborative environment wherein people can explore and create intersections between technology, science, art, and culture. The Corporation does not, and will not, contribute to or participate in political campaign activities.
1.04 REGISTERED OFFICE AND AGENT: The Corporation shall continuously maintain in the State of Texas a registered office and a registered agent whose business office, for the purposes of the Corporation, is identical with such registered office. The Board may appoint a registered office, registered agent, or both, as it may deem appropriate from time to time.
2.01 BOARD OF DIRECTORS: The business and affairs of the Corporation are managed by its Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts as are not forbidden by the Texas Business Organizations Code, Chapter 22 (the “Code”), the Corporation’s Articles of Incorporation, these Bylaws, or any Membership-Voted Rules (defined in §5.03), except where action of the Membership is required by the Code, the Articles of Incorporation, these Bylaws, or the Membership-Voted Rules. Subject to any Membership-Voted Rules, the Board of Directors has the power to approve annual budgets and budget amendments, incur debt, and to exercise all other powers expressly granted to the Board of Directors by these Bylaws.
2.02 COMPOSITION: The size of the Board of Directors is determined by the Board of Directors or a Membership-Voted Rule, but the size must be at least three natural persons. The Corporation’s President, Vice-President, and Secretary (discussed below in Article 3) are ex officio Directors. Directors must remain in good standing throughout their term of office.
2.03 ELECTION: Except as provided in Section 2.05 below relating to vacancies, Directors are elected by the Members at the Annual Membership Meeting. A Member may self-nominate for election.
2.04 REMOVAL & RESIGNATION: A Director may be removed from office without cause by the vote of at least two-thirds (2/3) of the remaining Directors then in office. A Director (who is not an ex officio Director) may voluntarily resign at any time by giving written notice before such resignation to the Board of Directors. An ex officio Director may resign from the Board of Directors by resigning from office as detailed in Article 3.
2.05 VACANCIES: If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of Directors, the Board of Directors may fill the vacancy by appointment. A Director chosen to fill a vacancy shall hold office until the next Annual Meeting of the Membership.
2.06 NO COMPENSATION: The Board of Directors shall not permit compensation of Directors for their services as such, but the Board of Directors may authorize reimbursement of expenses incurred for the benefit of the Corporation.
2.07 RESPONSIBILITIES AND LIABILITY: The Directors are trustees of the corporation and its assets, both real and personal, and shall fulfill functions and duties ascribed them by all applicable laws. Directors are not encumbered by any personal liability from the actions of the corporation. The Corporation will, to the fullest extent permitted by law, indemnify any person who is or was made, or threatened to be made, a party to any threatened, pending or completed, action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of Corporation to procure a judgment in its favor (hereinafter a “Proceeding”), by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a Director or Officer of Corporation, or is or was serving in any capacity at the request of Corporation for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against judgments, fines, excise taxes, amounts paid in settlement (with the written consent of Corporation, which shall not be unreasonably withheld) and costs, charges and expenses (including attorneys’ fees and expenses). Notwithstanding the foregoing, no indemnification shall be provided to or on behalf of any Director or Officer if a judgment or other final adjudication adverse to such Director or Officer establishes that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Persons who are not Directors or Officers of Corporation may be similarly indemnified in respect to service to Corporation (or to another such entity) at the request of Corporation to the extent the Board of Directors at any time denominates such person as entitled to the benefits of this Article. No indemnity shall be greater than the total value of the Corporation’s assets and the amount covered by the relevant insurance policy that the Corporation may, but is not required, to obtain. The Board of Directors may, from time to time, determine that a lesser indemnity limit is appropriate either generally or with respect to a specific matter.
2.08 COMMITTEES: The Board of Directors may appoint from time to time such committees as it may be deemed desirable in advancing the programs of the Corporation. The Board may prescribe the composition and powers of any committee it creates. Participants in committees need not be Directors.
3.01 OFFICERS: The Board of Directors is assisted in the day-to-day running of the Corporation by elected Officers as outlined in this section. The offices of the Corporation include the offices of President, Vice President, Secretary, and such other offices as the Board of Directors may create from time to time. The Board of Directors may abolish a previously created office effective as of the next Annual Membership Meeting, or effective immediately if the office is vacant.
3.02 PRESIDENT: The President is the chief executive of the Corporation. The President (or the President’s delegate) presides over all meetings of the Board of Directors and meetings of the membership. The President serves as a representative of the Corporation to the public and performs all functions where a president or chief executive is called for by law.
3.03 VICE PRESIDENT: The Vice President assists the President as directed by the President and the Board of Directors. If the President cannot perform the duties of that office, it is the responsibility of the Vice President to do so.
3.04 SECRETARY: The Secretary is responsible for recording all minutes of all official meetings of the membership and the Board of Directors.
3.05 ELECTION: Except as provided in Section 3.07 below relating to vacancies, Officers are elected by the Members at the Annual Meeting of the Membership.
3.06 REMOVAL & RESIGNATION: An Officer may be removed from office, with or without cause, by the vote of at least two-thirds (2/3) of the Board of Directors. An Officer may voluntarily resign at any time by giving written notice before such resignation to the Board of Directors.
3.07 VACANCIES: If an Officer vacancy occurs, including a vacancy resulting from the creation of a new Officer position, the Board of Directors may fill the vacancy by appointment. A person chosen to fill a vacancy holds office until the next Annual Membership Meeting.
3.08 NO COMPENSATION: The Board of Directors shall not permit compensation of Officers for their services as such, but the Board of Directors may authorize reimbursement of expenses incurred for the benefit of the Corporation.
3.09 OFFICER OVERSIGHT: The Board of Directors is responsible for supervising Officers and providing direction in the performance of those duties.
4.01 MEMBERS: A natural person may join the Corporation as a Member by submitting an application for membership with the Secretary (or the Secretary’s designee) and satisfying any membership requirements set by the Board of Directors (including the payment of membership dues). Applications for membership will be in a form prescribed by the Board of Directors.
4.02 SUSPENSION OR EXPULSION OF MEMBERS: The Board of Directors may suspend or expel any member. A person who is expelled from the membership may only rejoin as provided in Section 4.03.
4.03 REINSTATEMENT OF EXPELLED MEMBERS: On written request signed by a former Member and filed with the Secretary (or the Secretary’s designee), the Board of Directors, by the affirmative two-thirds vote, may reinstate the former member to membership on such terms as the Board of Directors deems appropriate.
4.04 RESIGNATION OF MEMBERS: The Board of Directors may establish a procedure for any Member who wishes to resign. Resignation will not relieve the resigning Member of the obligation to satisfy any dues, assessments, or other charges accrued and unpaid at the time of resignation. Members who resign in good standing are eligible to apply for membership again in the future.
4.05 AUTOMATIC SUSPENSION: The Board of Directors may adopt rules and procedures for automatically suspending the membership of any Member who is in default of paying membership dues.
4.06 NO TRANSFERS: Membership in the Corporation may not be transferred or assigned.
4.07 TERMINATION: Membership terminates on the death, resignation, or expulsion of a Member. Any debts or obligations owed by the Corporation to the terminated Member cease immediately upon termination and are deemed to be waived and forgiven.
5.01 ANNUAL MEMBERSHIP MEETING: The Board of Directors will organize an Annual Membership Meeting in a time, place, and manner designated by the Board of Directors. The Annual Membership Meeting may be held virtually or telephonically. At the Annual Membership Meeting, the members will elect a Board of Directors and Officers, who will then hold office until the subsequent year’s Annual Membership Meeting, or for such other period as may be specified in a Membership-Voted Rule. The Board of Directors is responsible for timely providing Members with a call for nominations, a notice of the Annual Membership Meeting, a list of candidates for election, and an agenda of issues (if any) to be voted on.
5.02 ISSUES: The Board of Directors may designate any issue to be voted on by the Members at the Annual Membership Meeting. Any Member may submit an issue for vote by submitting a written statement of the issue to be voted on to the Board of Directors at least fifteen days (but not more than forty-five days) before the Annual Membership Meeting.
5.03 MEMBERSHIP-VOTED RULES: An issue to be voted on may include a resolution to adopt, amend, or repeal one or more Membership-Voted Rules to restrict the authority of the Board or to control the operation of the organization. The Board of Directors may not override, rescind, or ignore an enacted Membership-Voted Rule. A Membership-Voted Rule may clarify or elaborate on a provision of these Bylaws, but a Membership-Voted Rule may not contradict or eliminate any provision of these Bylaws.
5.04 VOTING: Every Member in good standing with the Corporation is entitled to vote in all elections and on every issue presented at the Annual Membership Meeting. The Board of Directors may authorize Members to vote by proxy.
5.05 QUORUM: The minimum quorum for the Annual Membership Meeting is three Members, or such other number adopted by the Board of Directors or a Membership-Voted Rule.
5.06 SPECIAL MEETING: The Board of Directors may schedule a Special Membership Meeting as needed before the next Annual Membership Meeting. The Board of Directors is responsible for timely providing Members with a notice of the Special Membership Meeting and an agenda of issues to be voted on. The presentation of issues and voting at a Special Membership Meeting are the same as at the Annual Membership Meeting. The quorum required for a Special Membership Meeting is 20% of the total number of Members in good standing as of the date the Board provides notice to the Members of the Special Membership Meeting, or such other number as may be specified in a Membership-Voted Rule.
6.01 BOARD MEETINGS: The Board of Directors may meet regularly at a time and in a place and manner of its choosing. Each meeting will be open for any Member to attend, and the Board of Directors will make the time, place, and manner of the meeting available to interested Members. To protect confidential or sensitive information from unnecessary disclosure, the Board of Directors may hold a portion of a meeting in private.
6.02 SPECIAL MEETINGS: Special meetings of the Board of Directors may be called as needed by the President. Written notice of the special meeting, including the time, place, and manner of meeting, will be presented to each Director at least seventy-two hours beforehand.
6.03 QUORUM: A simple majority of the members of the Board of Directors in office at the time, present in person, telephone, online or by written proxy given to the Secretary, constitutes a quorum for the transaction of business. A majority of those present may pass any resolution of the Board of Directors unless otherwise specified by a Membership-Voted Rule.
6.04 ACTION BY UNANIMOUS WRITTEN CONSENT: In lieu of acting at a regular or special meeting, the Board of Directors may take an action or pass a resolution outside of a meeting with the unanimous consent in writing by all the Directors.
7.01 GOOD FAITH LEADERSHIP: Directors and Officers are required to perform their duties in good faith, with ordinary care, and in the best interest of the Corporation.
7.02 CONFLICT OF INTEREST POLICY: A Director or Officer must abstain from voting on, and may not participate in the discussion of, any matter in which the Director or Officer has a conflict of interest. When an actual or potential conflict of interest presents itself, the Director or Officer must inform the Board of Directors of the situation and self-recuse from any related discussion or vote, unless the Board of Directors unanimously determines that no conflict of interest exists. The Board of Directors may require that the conflicted Director or Officer leave any meeting during the discussion of the matter.
The Board of Directors may approve a transaction in which a Director or Officer has a conflict of interest only if: (a) the material facts of the transaction and the Director’s or Officer’s interests are disclosed or known to the Board of Directors, and (b) the Directors approving the transaction in good faith reasonably believe that the transaction is fair to the Corporation. For the purposes of this section, a conflict-of-interest transaction may be approved if it receives the affirmative vote of a majority of the Directors who have no direct or indirect interest in the transaction, but a transaction may not be approved under this section by a single Director.