Think Link By-Laws

Think Link Discovery Museum

By-Laws

Article I Name and Office

Section 1.1 Name of the corporation

The name of the Corporation shall be Think Link Discovery Museum and is referred to in the by-laws a “Think Link”.

Section1.2 Business office

The business office of the corporation shall be 906 Washington Ave, La Grande OR 97850, or at such other places as the Board of Directors upon duly enacted resolution may decide.

Article II Mission and goals of the corporation

Section 2.1 Mission

The mission of Think Link is to provide and promote children of all ages a variety of novel, dynamic, thought provoking experiences that will expand their creativity, curiosity and inventiveness

Section 2.2 Broad goals

The broad goals of the corporation is to engage in lawful, charitable educational activities as defined by Section 501 (c) 3 of the Internal Revenue Code.  The Corporation shall advocate, conduction and engender a discovery center/museum on a non-discriminatory and non-profit basis.

Section 2.3 Specific goals

The specific goals of Think Link is to offer:

a.       Hands-on exploration and discovery for children of all ages though various learning activities and games.

b.      Creative participation in the arts, sciences and humanities,

c.       Cooperative involvement with other educational institutions as a creative learning resource,

d.      Stationary and/or traveling exhibits, kits an programs,

e.      Opportunities for community members to volunteer their time, creativity and expertise toward the advancement of thinking.

Article III Membership

Section 3.1 Membership criteria

All persons interested in the realization and furtherance of the goals of Think Link shall be eligible for membership upon the payment of membership dues, hereinafter detailed, unless otherwise waived by the Board.

Section 3.2 Classes of Membership

The  Board may establish  and maintain one or more other classes of membership that entitle such members to use the facilities and participate in the programs of Think Link, or alter or eliminate any of the classes of membership cited below.  The Board shall set the membership fees for each class.

a.       Individual Membership

b.      Family Membership-consists of a household family unit

c.       Corporate Membership

d.      Group Membership-consists of an organized group to which children belong (e.g. a home school, church group, children’s’ club, childcare agency, etc.)

Article IV Board of Directors

Section 4.1 Selection of Directors

Board Members in this corporation shall be open to any person without regard to race, creed, or color who has an interest and belief in the goals of the Corporation.  Existing directors shall nominate and elect new directors.

Section 4.2 Financial responsibilities

No part of the earnings of the Corporation shall insure to the benefit or, be distributed to its members, trustees, officers to other private person except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to make payments and distributions in furtherance of the goals set forth in Article II above.  Members of the Board shall not divert any corporate apportionment or advantage to his or her own use and shall fully disclose any financial dealings and responsibilities relating to Think Link at the direction of the Corporation.

Section 4.3 Number of Directors

The Board shall consist of not fewer than three (3) nor more than seven (7) Directors.  Whenever the number of directors becomes less than the authorized number, the vacancy shall be filled by a majority vote of the remaining directors.

Section 4.4 Terms of service

Terms of service shall be three years (3) from the date of election.  Directors shall be eligible for reelection for up to one additional term.  Directors may not serve more than two consecutive terms but may return after a years absence from the Board.

Directors may resign at any time by submitting a written resignation to the President of the Board or the Executive Director of the Corporation.

Section 4.5 Meetings

Regular meetings of the Board of Directors shall be held monthly as needed with an annual meeting to occur each year in January.  Directors shall be notified of the meeting a week prior to such a meeting.  Special meetings may be called given reasonable notice to each director.

A quorum of the Board is necessary to conduct official business of the Corporation.  A majority of directors duly elected or appointed constitutes quorum.

Section 4.6 Voting

A simple majority of vote at any properly held meeting will affirm a resolution.  The President is entitled to vote and will serve as a tiebreaker.

Any action necessary to be taken without a meeting may occur if the directors consent in writing to the action.  The written consent shall be noted in the minutes of the next regular meeting of the Board and the action taken shall have the same force and effect as an unanimous vote of the Directors.

Section 4.6 Procedures

Board meetings shall be governed by Roberts Rules of Order with the exception that motions do not require a second.

Article V Officers

Section 5.1 Titles

The officers of Think Link’s Board of Directors shall be President, Vice President, Secretary and Treasurer.

Section 5.2 Election and terms of office

Officers shall be elected from the Board of Directors annual meeting and shall take office at the following meeting.  Officers shall serve until the next annual  meeting unless another provision of the Articles applies.  After service of one year, officers may succeed themselves through the appropriate election process.

An officer may resign at any time be delivering a written resignation to the President or Vice President of the Board.

Any officer may be removed at any time by a majority vote of directors at a Board meeting and shall be so noted in the minutes.  The Board of Directors shall fill any vacancy in an office for the remainder of the term.

Section 5.3 Duties of office

The President shall preside at all regular and special meetings and shall perform all customary duties and other duties as assigned by the Board of Directors.

The Vice President shall, in the absence of the President, have all the powers and perform all the suties of the President.

The Secretary shall keep, or cause to be kept, the minutes of all meetings of the Board of Directors and shall be responsible for authenticating the records of Think Link.

The Treasurer shall work with the Executive Director to develop and monitor the annual budget and oversee the funds of the corporation.

Article VI Staff

Section 6.1 Employees

The Board of Directors may employ an Executive Director who shall be charged with the administrative management of the affairs of Think Link subject to the oversight of the Board of Directors.

Section 6.2 Hiring

If the position of executive director becomes vacant, the President shall appoint an ad hoc search committee that shall identify, investigate and interview candidates for the position and recommend a person to fill the vacancy.  The Executive Director within budgeted funds may hire additional staff.

Article VII Fiscal Management

Section 7.1 Funds deposit and checking

All funds of the corporation not otherwise employed shall be deposited in such banks, trust companies or other reliable depositories as the Board may determine from time to, with the initial such depository being Bank of America.  All checks, drafts, endorsements, notes and evidences of indebtedness of the Corporation, and all endorsements for deposit to the credit of the Corporation, shall be signed by such directors or agents(s) of the Corporation and in such manner as shall be determined by the Board of Directors.

Section 7.2 Loans and credits

No loans, advances or other contracts shall be entered into on behalf of the Corporation and no note or other evidence of indebtedness shall be issued in its name, unless and except as authorized by the Board of Directors.  Any such authorization may be general or confined to specific instances and may include authorization to pledge, as security for loans or advances so, assets of the Corporation where such loan or contact is authorized by agreement with the funding source or creditor or by a previously approved budget of the Corporation.

Section 7.3

No director shall be compensated for services provide by the Corporation as a Board member except that the Board may authorize the expenditure of funds to pay registrations, per diem, and transportation expenses associated with Board training and other expenses associated with the Board functions.

Section 7.4 Compensation of employees and consultant

The Board shall fix the salary or other compensation of the Executive Director who in turn shall fix the salary or other compensation of additional employees of consultants of the Corporation.  No part of the net earnings of the Corporation shall insure to the benefit of its directors except that the Corporation shall be authorized to pay reasonable compensation for services rendered to Think Link outside the role of Director.

Section 7.5  Indemnification

As of such person (and the theirs, executors and administrators of such person) made of threatened to be made a party to any action, suit or proceeding, by reason of the fact that he or she was acting in the capacity, and in the name and on behalf of the Corporation on, shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including at attorney fees and disbursements, incurred by him or her in connection with any appearance therein, or appeal there from, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding or appeal that such Director or employees is liable for negligence or misconduct in the performance of his or her duties.

Section 7.6 Limitations on activities

No substantial part of the activities of the Corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation.  The corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Article VIII Grievance and Personnel polices

Section 8.1 Grievance

The Board shall establish policies whereby an employee, consultant or client of the Corporation may present his or her grievance against the Corporation, its Director(s) or employees.

Section 8.2 Personnel

The Board shall establish written personnel policies, including job descriptions for the employee(s) of the Corporation.

Article IX Committees

Section 9.1 Establishment

The Board shall authorize the President and Executive Director to establish committees to address specific needs from time to time under such terms and conditions as the Board determines.   The President and Executive Director may appoint Directors to such as hoc committees as mat be necessary to carry out the business of Think Link.

Section 9.2  Committee quorum and voting

A majority of members of a committee shall constitute a quorum for that committee and a majority vote of the committee constitutes the vote of the committee.  Board committees shall report recommendations in writing at the next monthly Board meeting.  Unless specifically excused, the Executive Director shall attend al Board committee meetings.

Article X Non-discrimination

The Think Link discovery Museum does not discriminate on the basis of age, sex, race, color, religion, creed, national or ethnic origin or against otherwise qualified handicapped individuals in the hiring of staff, selection of volunteers nor in the attendance of individuals at any classes, programs, activities or other museum-administered services.

Article XI Amendment of the By-laws

These By-laws may be amended or repealed and a new document may be enacted by 2/3rds vote of the Directors present at any meeting of the Board.  A notice shall have specified the proposed changes and shall have been mailed or emailed to every Director a week prior to consideration.

Article XII Dissolution

If this corporation should be dissolved, its assets shall be distributed to and organization having Section 501(C)3 status within the Internal Revenue Code and which promotes learning and creativity.