BYLAWS

OF COMMUNITY LINK ABQ

ARTICLE 1

GENERAL STATEMENT OF PURPOSE

Community Link ABQ (the "Corporation") is a nonprofit organization with purposes as outlined in its Articles of Incorporation and dedicated to helping social service organizations meet their missions by linking them with volunteers and by providing opportunities for them to work together to meet community needs.  The Board of Directors shall, from time to time, adopt and make revisions to a mission statement setting out the mission of the Corporation.

ARTICLE 2

CORPORATE OFFICE

The principal office of the Corporation shall be located in Albuquerque, Bernalillo County, New Mexico. The Corporation may have such other offices, either within or without the State of New Mexico, as the business of the Corporation may require from time to time.

ARTICLE 3

MEMBERS

The Corporation shall have no members.

ARTICLE 4

DIRECTORS

4.1  General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors of the Corporation as provided in the New Mexico Nonprofit Corporation Act.

4.2  Number, Tenure, and Qualifications. There shall be at least three (3) directors, not including ex-officio members.  Subject to that limitation, the number of directors shall not exceed twenty one (21), not including ex-officio members, but that number may be increased or decreased from time to time by action of the Board of Directors without the necessity of an amendment to these Bylaws.  No decrease shall have the effect of shortening the term of any incumbent director. Except as provided below, each member of the Board of Directors shall be elected for a three (3) year term, with the terms of the directors staggered so that the terms of approximately one-third of the directors shall expire at each year’s annual meeting.  Notwithstanding the foregoing, upon resolution of the Board of Directors, the term of any individual director may be for a period of less than three (3) years in order to maintain the appropriate staggering of terms. Each such director shall hold office for the term for which they are elected and until their successor has been elected and qualified.  Directors need not be residents of the State of New Mexico.  Directors shall not serve more than 2 consecutive terms (a total of 6 years). An individual may reapply to become a Director on the Board after being off the Board for a period of one (1) year.

4.3  Duties and Powers. The Board of Directors shall have control and management of the business and affairs of the Corporation. The Board of Directors shall in all cases act as a Board, regularly convened, and, in the transaction of business, the act of a majority present at a meeting shall, except as otherwise provided by law, these Bylaws or the Articles of Incorporation, by the act of the Board, provided a quorum is present. The Board of Directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with law, the Articles of Incorporation, or these Bylaws.

4.4  Regular Meetings. A regular annual meeting of the Board of Directors for the purpose of electing or appointing directors and officers and for the transaction of any other business which may come before the meeting shall be held during the last calendar quarter of each fiscal year. The Board of Directors may provide by resolution the time and place, either within or without the State of New Mexico, for the holding of additional regular meetings without notice other than such resolution.

4.5  Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chair at any time. The Chair shall, upon a written request of at least one-half (1/2) the number of directors, call a special meeting to be held not more than ten (10) days after the receipt of such request, or as soon thereafter as notice of the special meeting may reasonably be given in accordance with Section 4.7 of these Bylaws. The Chair may fix any place, either within or without the State of New Mexico as a place for holding any special meeting of the Board of Directors.

4.6  Meetings by Telephone Conference Calls. Directors or any members of any committee designated by the Bylaws or the directors may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting by such means shall constitute presence in person at such meeting.

4.7  Notice. Notice of any special meeting of the Board or any committee shall be given at least ten (10) days prior to the meeting to each director. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors or any committee need be specified in the notice or waiver of notice of such meeting.

4.8  Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business at any regular or special meeting. Ex-officio directors shall not be counted for purposes of the determination of the number of directors required for quorum requirements or whether a quorum has been achieved. A quorum, once attained at a meeting, shall be deemed to continue until adjournment notwithstanding a voluntary withdrawal of enough directors to leave less than a quorum. The act of the majority of the directors present at a meeting at which a quorum is present, unless otherwise provided by law, these Bylaws or the Articles of Incorporation, shall be the act of the Board of Directors. If less than the number of directors necessary to constitute a quorum is present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

4.9  Manifestation of Dissent. A director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall give notice of his dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall give notice of his dissent to the Chair within two (2) days of adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

4.10  Vacancies. Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors for a term of office continuing only until the next annual meeting of directors.

4.11  Removal of Directors. At a directors' meeting called expressly for that purpose, one (1) or more directors may be removed, with or without cause, by a vote of a three-fourths (3/4) majority of the full Board of Directors.

4.12  Resignation. Any director may resign his office at any time, such resignation to be made in writing and to take effect immediately without acceptance. The failure of a director to attend four (4) consecutive meetings of the Board of Directors shall be deemed a resignation by such director from the Board, unless one or more of such failures to attend are excused by the Board of Directors.

4.13  Committees. In addition to committees of the Board of Directors provided for under Article 5 of these Bylaws, the Board of Directors, by resolution adopted by it, may designate and appoint one (1) or more ad hoc committees, each of which shall contain two (2) or more directors. Non-board members may also be on committees. The members and Chairs of any ad hoc or other committees shall serve for terms ending upon the earlier of one (1) year or the next annual meeting of the Corporation, but such terms of office may be extended in the same manner provided for the appointment of committee members and Chairs under these Bylaws. All ad hoc committees, to the extent provided in the resolution, shall have and exercise the authority granted them thereby, but no such committee nor any committee created under these Bylaws shall have the authority of the Board of Directors to amend the Articles of Incorporation; to adopt a plan of merger or consolidation; to sell, lease, exchange or make other disposition of all or substantially all the property and assets of the Corporation; to voluntarily dissolve the Corporation or revoke any such dissolution; to amend the Bylaws of the Corporation; to elect, appoint or remove any member of any committee or any director or officer of the Corporation; to adopt a plan for the distribution of the assets of the Corporation; or to alter or repeal any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by the committee. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

4.14  Ex-Officio Life and Honorary Directors. The Board of Directors may appoint ex-officio Life Directors to serve at the will and pleasure of the Board where such an honor is appropriate in view of the substantial contributions an individual has made to the success of the Corporation's endeavors. The Board of Directors may appoint ex-officio Honorary Directors to serve at the will and pleasure of the Board where such an honor is appropriate in view of the substantial contributions an individual has made or would be able to make to the success of the Corporation's endeavors. Ex-officio Life and Honorary Directors will be invited to attend all meetings of the Board of Directors but shall not have the right to vote on any matter submitted to the Board of Directors nor shall they be counted for purposes of the determination of the number of directors required for quorum requirements or whether a quorum has been achieved. Ex-officio Life and Honorary Directors shall not have the responsibilities and duties of regular directors for management of the business and affairs of the Corporation.

4.15  Written Consent. Any action required by the New Mexico Nonprofit Corporation Act to be taken at a meeting of the directors of the Corporation, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. The consent shall have the same effect as a unanimous vote. The written consent and signature requirements shall be satisfied by an electronic record and an electronic signature done in accordance with the New Mexico Electronic Transactions Act, as amended.

ARTICLE 5

COMMITTEES OF THE BOARD

The Corporation shall have the committees described in this Article 5, and such other committees as may be created pursuant to Section 4.13 of these Bylaws.

5.1 Executive Committee. The Executive Committee shall consist of the Chair of the Board of Directors, the Vice Chair of the Board of Directors, and up to three (3) additional directors selected by the Board of Directors. The Executive Director shall be a nonvoting, ex-officio member of the Executive Committee. At the discretion of the Chair, individuals who are not members of the Board of Directors may be appointed by the Chair to serve on the Executive Committee in a nonvoting advisory role, and others may be invited to meet with the Executive Committee in person or by electronic means. The Chair shall serve as the Chair of the Executive Committee. The Executive Committee shall meet at least twice yearly. The Executive Committee shall keep records of its proceedings and shall make a report to the Board of Directors at each regular meeting of the Board of Directors. To the extent not otherwise restricted by law, the Articles of Incorporation, these Bylaws, or by resolution of the Board of Directors, the Executive Committee shall have full power and authority to act on behalf of the Board of Directors between meetings of the Board. In addition the Executive Committee shall have the following duties and responsibilities:  

  1. Each year the Executive Director, before or immediately after the annual meeting of the Board of Directors, shall present for review and approval by the Executive Committee the business goals and objectives for the Corporation for the current and subsequent fiscal years. Upon consideration and approval by the Executive Committee, the goals and objectives shall be reported to the Board of Directors for approval at its next regular or special meeting.

(b) The Executive Committee shall before or immediately after the annual meeting of the Board of Directors, (i) develop and establish in consultation with the Executive Director the manner in which the Executive Director's performance in the coming year will be evaluated, (ii) define the relationship between the goals and objectives for the Corporation established by the Executive Committee and the Executive Director's compensation, (iii) evaluate the Executive Director's performance in the current and preceding fiscal year in light of the criteria established for those years, and (iv) set, subject to the ratification of the Board of Directors, the Executive Director's compensation for the coming year based on that evaluation.

(c) The Executive Committee shall, from time to time:

  1. Review the skills and competencies required by the Board, and compare those skills and competencies to those of the existing Board membership;

  1. Assure representation on the Board of the diverse constituencies of the Corporation

  1. Search for, consider and recommend to the Board new directors as needed who have the requisite skills and competencies needed by the Board and provide orientation to newly appointed directors;

  1. Nominate officers for approval by the Board;

  1. Perform evaluations of the directors whose terms are ending and who seek re-nomination;

  1. Monitor and report to the Board of Directors whether and the extent to which current or future relationships between directors and the Corporation, or other activities of any director, may adversely affect the independent judgment or actions of a director and make recommendations to the Board regarding how the existence of such relationships should be dealt with;

  1. Oversee the development and implementation of ethics, conflict of interest and intellectual property policies with a subcommittee established to oversee implementation and interpretation;

  1. At least annually review the actual functioning of the Board and its committees based on the views of its members and recommend any changes in the processes of the Board and its committees;

  1. At least annually advise the Board on (i) desired committee member qualifications, (ii) committee member and Chair appointments and removals, (iii) the committee structure of the Corporation, and (iv) the format and content of committee reports to the Board;

  1. Consider and recommend to the Board changes to the Corporation's Articles of Incorporation and Bylaws; and,

  1. At least once every three (3) years, review the overall structure and function of the Corporation.

(d) The Executive Committee may appoint subcommittees to perform duties outlined in sections (b) and (c).  The Chair of the Executive Committee will act as Chair of such subcommittees.  Each member of a subcommittee of the Executive Committee shall serve for a term expiring at the next annual meeting of the Board of Directors, and until his successor is appointed by the Executive Committee.

5.2  Committees Appointed by the Chair. The Chair may designate advisory committees not having or exercising the authority of the Board of Directors in the management of the Corporation. The Chair shall appoint the members and Chairmen of such committees. Members of such committees may be persons who are not Directors. The Board of Directors may remove any member of such committees.

5.3  Term of Office of Committee Members. Unless the Board of Directors by resolution fixes a different term for committee members appointed by the Board, or the Chair fixes a different term for committee members appointed by the Chair, each member of a committee shall continue as such until the next annual meeting of the Board of Directors. Each member also shall continue as such until a successor is appointed, unless the committee shall be sooner terminated, or unless such member is removed from such committee, or unless such member shall cease to qualify as a member thereof. Any member of a committee may resign at any time by giving notice to the Chair of the committee or the Chair. A resignation of a member of a committee need not be accepted to be effective.

5.4  Committee Chairs. If the Board of Directors or the Chair has not appointed a Chair of a committee as provided in this Article, and the designation of the Chair is not otherwise provided by these Bylaws, the members of such committee may elect a Chair by majority vote.

5.5  Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as original appointments.

5.6  Quorum and Manner of Acting. Unless otherwise provided in the resolution of the Board of Directors creating a committee, a majority of a committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. In no event, however, shall a quorum consist of less than one-third of the number of members of the committee.

5.7  Rules. Each committee may adopt rules for its own governance not inconsistent with these Bylaws, rules adopted by the Board of Directors, the Articles of Incorporation or law.

ARTICLE 6

OFFICERS

6.1 Officers and Qualifications.

(a) The officers of the Corporation shall consist of a Chair, a Vice Chair, Secretary, Executive Director and such other officers, assistant officers and agents as are determined by the Board of Directors from time to time, each of whom shall be elected by the Board of Directors at the time and in the manner prescribed by these Bylaws.

(b) Any two (2) or more offices may be held by the same person.

(c) All officers and agents of the Corporation, as between themselves and the Corporation, shall have the authority and perform the duties in the management of the Corporation as provided in these Bylaws or as determined by the resolution of the Board of Directors not inconsistent with these Bylaws.

6.2  Election and Term. All officers of the Corporation shall be elected annually by the Board of Directors at its regular annual meeting. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until his successor has been duly elected and qualified, or until removed as hereinafter provided.

6.3  Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.

6.4  Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer or agent shall not of itself create contract rights.

6.5  Duties of Officers. 

CHAIR: The duties and powers of the Chair shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

(a) The Chair shall preside at all meetings of the Board of Directors and, if not otherwise a committee member, shall be an ex-officio member of all committees of the Board of Directors created under Article 5 of these Bylaws.

(b) The Chair shall provide leadership to the Board of Directors.

(c) The Chair shall help guide and mediate Board of Directors' actions with respect to organizational priorities and governance concerns.

(d) Each year at the annual meeting, the Chair shall provide an evaluation of the performance of the Corporation in achieving the Corporation's mission, strategy and its annual goals and objectives.

VICE CHAIR: In the absence of the Chair or in the event of the Chair's inability or refusal to act, the Vice Chair shall perform the duties of the Chair, and when so acting, shall have all the powers and be subject to all the responsibilities of the office of the Chair. The Vice Chair shall also perform such other duties and have such other powers as from time to time may be assigned to the Vice Chair by the Board of Directors or the Chair.

SECRETARY: The Secretary shall:

(a) keep the minutes of the meetings of the Board of Directors in the appropriate books.         

(b) attend to the giving of notice of special meetings of the Board of Directors.

(c) be the custodian of the records and seal of the corporation and shall affix the seal to corporate papers, when required.

(d) attest the execution of instruments on behalf of the corporation by a proper officer thereof, and he shall affix the corporate seal to such instruments on behalf o the corporation, when required.

(e) attend to all official correspondence and present to the Board of Directors at its meetings all official communications received by the Secretary.

(f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chair or by the Board of Directors.

(g) maintain financial oversight of the corporation for the Board of Directors and report the financial condition of the corporation as determined by the Board of Directors.

EXECUTIVE DIRECTOR. The duties and powers of the Executive Director shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

(a) The Executive Director shall be appointed by the Board of Directors to serve as the chief executive officer of the Corporation and shall in general supervise and control the business and affairs of the Corporation.  The Executive Director reports to the Board of Directors and, together with the Chair, enables the Board of Directors to fulfill its governance function. The Executive Director also gives direction and leadership of the Corporation towards the development and achievement of the Corporation's philosophy, mission, strategy and its annual goals and objectives.

(b) The Executive Director supports the operations and administration of the Board by interacting with and informing Board members and interfacing between the Board and the staff of the Corporation.

(c) The Executive Director shall serve as an ex-officio, nonvoting member of the Board of Directors and of any committee of the Board of which the Executive Director is a member, shall attend all meetings of the Board of Directors, and shall present at each annual meeting of the Board of Directors a report of the condition of the business and affairs of the Corporation.

(d) The Executive Director shall manage the human resources of the Corporation and shall appoint, discharge and fix the compensation of all employees and agents of the Corporation other than the Executive Director, subject to the current budget and any qualifications with respect thereto made by the Board of Directors.

(e) The Executive Director shall assure that the Corporation and its mission, programs, and other activities are consistently presented in a strong and positive manner to relevant stakeholders.

(f) The Executive Director shall have the authority to sign and execute all contracts in the name of the Corporation, all deeds, mortgages, bonds, contracts, notes, drafts, or other orders for the payment of money, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution of such shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The authority provided by the Board of Directors to the Executive Director may be general, or may be confined to specific circumstances.

(g) The Executive Director shall enforce these Bylaws and perform all of the duties incident to this office and which are required by law, and, generally, perform all duties incident to the office of Executive Director and such other duties as may be prescribed by the Board of Directors from time to time.

(h) The Executive Director shall have the care and custody of and be responsible for all the funds and securities in the name of the corporation in such banks, trust companies or other depositories as shall be designated by the Board of Directors. Subject to banking resolutions adopted by the Board of Directors, the Executive Director shall have the authority to make, sign, and endorse in the name of the corporation all checks, drafts, notes, and other orders for the payment of money, and payout and dispose of such under the direction of the Board of Directors. The Executive Director shall cause to be kept at the principal office of the corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the corporation during business hours. The Executive Director shall render a report of the condition of the finances of the corporation at each regular meeting of the Board of Directors and of the Executive Committee, and at such other times as shall be required of him.

6.6  Duties of Other Officers. Other officers shall perform such duties and have such powers as maybe assigned to them by the Board of Directors or as set by resolution of the Board of Directors.

6.7  Vacancies. All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose after receiving nominations from the Governance Subcommittee.

ARTICLE 7

CONTRACTS, LOANS, CHECKS, DEPOSITS AND AUDITS 

8.1  Contracts. The Board of Directors may authorize any officer or officers, agent or agents, 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 instances.

8.2  Loans. No loans shall be obtained by 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.

8.3  Checks, Drafts, and Other Instruments. All checks, drafts, electronic payments or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed or controlled by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

8.4  Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE 8

FISCAL YEAR

The Corporation shall have a fiscal year which ends on the last day of December and begins on the first day of January of each year.

ARTICLE 9

NOTICE AND WAIVER OF NOTICE

10.1 Notice.  Any notice, request, consent or other communication required or permitted to be given under these Bylaws shall be given in writing by personal delivery, facsimile transmission with confirmation requested, reputable overnight courier service which keeps receipts of deliveries (e.g., Federal Express), by electronic mail, or United States certified mail (return receipt requested with postage fully prepaid), addressed to the appropriate party, as follows:

To the Chair or to the Corporation

At the then current address, email

address, or facsimile number of the

principal office of the Corporation

To Any Board Member:

At the then current address, email address, or facsimile number, as applicable, for the Board member on file at the office of the Corporation.

All such notices hereunder shall be deemed to have been given on the date delivered if sent by personal delivery or overnight courier service, or as of the date of confirmation of receipt if sent by facsimile transmission, or, on the date of transmission if sent by electronic mail, or, if sent by mail, on the date marked on the return receipt (unless delivery is refused or cannot be made, in which case the date of postmark shall be deemed the date notice has been given).

10.2  Waiver of Notice. Whenever under the provisions of these Bylaws or any statute any director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every director entitled to such notice waives in writing the notice requirements of these Bylaws.

ARTICLE 10

INDEMNIFICATION

11.1  Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a "Proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or while a director of the Corporation is or was serving at the request of the Corporation as a director, officer, partner, director, employee or agent of another corporation or of a partnership, joint venture, trust or other incorporated or unincorporated enterprise, including service with respect to employee benefit plans or trusts, whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, partner, employee or agent or in any other capacity while serving as a director, officer, partner, director, employee or agent shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the New Mexico Nonprofit Corporation Act as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or a part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the New Mexico Nonprofit Corporation Act requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation" service to employee benefit plans or trusts) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification and advance expenses to employees and agents of the Corporation and others permitted to be indemnified by the New Mexico Nonprofit Corporation Act with the same scope and effect as the foregoing indemnification and advancement of expenses of directors and officers.

11.2  Right of lndemnitee to Bring Suit. If a valid claim pursuant to Section 11.1 of this Article is not paid in full by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the New Mexico Nonprofit Corporation Act for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the New Mexico Nonprofit Corporation Act, nor an actual determination by the Corporation (including its Board of Directors or independent legal counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

11.3  Non-Exclusivity. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Corporation's Articles of Incorporation, Bylaws, agreement, vote of disinterested directors or otherwise.

11.4  Insurance. The Corporation shall maintain insurance, at its expense, or provide alternative financial arrangements, including but not limited to providing a trust, letter of credit or self-insurance, to protect itself and any director, officer, partner, director, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other incorporated or unincorporated enterprise (including an employee benefit plan or trust) against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the New Mexico Nonprofit Corporation Act.

ARTICLE 11

PROHIBITED ACTIVITIES

12.1  No Inurement. No part of any net earnings of the Corporation shall inure to the benefit of any member of the Board, officer or any other person (except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its mission), nor will any member of the Board, officer or other person share in any of the corporate assets upon dissolution of the Corporation. Upon dissolution of the Corporation, all the net assets shall be distributed to such non-profit entity or entities exempt from income tax under Section 501(c)(3) of the Internal Revenue Code of the United States ( I.R.C.), to which contributions are deductible under Section 170 of the I.R.C., or their respective successor provisions, or federal or state governmental entity or entities, as the Board of Directors shall determine, consistent with applicable Federal Regulations.

12.2.  Lobbying. The Corporation shall not, directly or indirectly, carry on propaganda, or otherwise attempt to influence legislation except as shall be permitted under the Internal Revenue Code.

12.3  Political Campaigns. The Corporation shall not, directly or indirectly, participate in, or intervene in, any political campaign on behalf of or in opposition to any candidate for public office.

ARTICLE 12

NONDISCRIMINATION

The Corporation shall not discriminate in any manner because of race, creed, color, age, disability, sex, or national or ethnic origin in any of its policies, programs, practices and activities.

ARTICLE 13

RULES OF ORDER

The rules contained in the current edition of Robert’s Rules of Order shall govern the conduct of meetings of the Corporation in all cases to which they are applicable and in which they are not inconsistent with the Bylaws and any special rules the Corporation shall adopt.

ARTICLE 14

AMENDMENTS

These Bylaws may be altered, amended, repealed or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.

The above and foregoing Bylaws of Community Link ABQ, a New Mexico nonprofit corporation, consisting of 14 pages, this page included, are the current and correct Bylaws of the Corporation, adopted by the Board of Directors on ____________________.

                                                        

Chair

                                                        

Secretary

Page  

February 22, 2012

Amendment 1:  October 18, 2012