By Laws

CONSTITUTION AND BYLAWS

MONTANA ROBOTICS ALLIANCE

ARTICLE I – Name

The name of the organization shall be Montana Robotics Alliance.

ARTICLE II – Purpose

The purposes of the organization shall be:

1. To inspire young people’s interest and participation in STEAM (Science Technology Engineering Art Math); 

2. To support young people who will: 

   1. strive to participate within the bounds of Gracious Professionalism ™;

   2. encourage learning the value of teamwork, being involved, sharing ideas, and contributing to others;

   3. stimulate and encourage the engineering process; that planning along with teamwork are the two most important aspects of this process;

   4. exchange STEAM knowledge with others.

3. To form partnerships with community businesses, educational institutions and organizations interested in supporting and promoting robotics and STEAM.

4. To promote Coopertition™  among robotics teams for purposes of outreach and support.

5. To establish fundraising events, internal mentorship, recruitment and retention, and continuity for the organization’s sustainability;

6. To facilitate and coordinate event planning for student competitions

7. Montana Robotics Alliance is organized exclusively for educational purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE III – Board of Directors

Section 1. Structure

The Board shall consist of not less than 3 or more than 19 Directors, who have demonstrated an interest in and concern for, as well as an ability to decide and address issues impacting upon, the corporation's purposes, objectives and activities. The specific number of Directors shall be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these Bylaws; provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director. The Board may elect ex-officio Directors to see the Board. Ex-officio Directors will have no voting rights

Section 2. Election and Term of Office

1. Each year, the board members will be established at the Annual meeting by a majority vote of the board members. 

2. Directors shall be elected for terms expiring on the date of the annual meeting of the Board two years subsequent to their election and until their successors are elected and qualified.

3. The annual meeting of the Board shall be held during the second quarter of the calendar year on a date chosen by the Chairperson or the Board for the purposes of electing Board Officers and transacting such business as may properly come before the meeting. If the annual meeting is not held on the date designated therefore, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

Section 3. Quorum

A majority of the number of Directors fixed by or in the manner provided by these Bylaws shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority of Directors present may adjourn the meeting from time to time without further notice. Ex officio Directors shall not be included for purposes of determining whether there is a quorum for the transaction of business at any Board meeting. 

Section 4. Qualifications

Board Members may have such qualifications as the Board may prescribe by amendment to these Bylaws.

Section 5. Board Compensation

Board members are operating as volunteers, and are not compensated in any way.

Section 6. Removal/Addition of Members

I. Vacancies

A vacancy in the position of Director may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office

II. Removal

One or more Trustees (including the entire Board) may be removed from office, with or without cause, in the manner provided by Section 8. II of these Bylaws. Any Director who fails to attend at least half of the Board meetings in a rolling twelve-month period will be automatically removed from the Board unless such absences are excused by the Chair.

Section 7. Board Officers

1. President

The President shall be the chief executive officer of the corporation, and, subject to the Board's control, shall supervise and control all the assets, business and affairs of the corporation. In the absence of the Chair of the Board, the President shall preside over meetings of the Board. The President shall also act as liaison from and a spokesperson for the Board. The President may sign deeds, mortgages, bonds, contracts or other instruments except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as from time to time may be assigned to him or her by the Board. 

2. Chairperson

It shall be the duty of the Chairperson to preside at all meetings of the Organization and to perform all duties incident to the office of the Chairperson and such other duties as may be prescribed from time to time by the Board of Directors. If the Chairperson cannot be present for any reason, the attending board membership shall promote a pro-temp for that current meeting.

3. Treasurer/Secretary

It shall be the duty of the treasurer to maintain financial records of the organization and present a financial report at all meetings. The treasurer shall ensure that minutes for meetings are recorded and approved. Any board member present at the meeting can act as the secretary.

Section 8. Manner of Acting

I. General Decisions

The act of the majority of Directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable Montana law. 

II. Major Decisions

The following actions shall require the approval of at least two-thirds of the Directors then serving: (a) the sale, lease or exchange of all or substantially all the property and assets of the corporation; (b) removal of a Director from the Board; (c) adoption of a plan of merger or consolidation with another corporation; (d) authorization of the voluntary dissolution of the corporation or revoke proceedings therefore; (e) amendment of, alter or repeal the Articles of Incorporation or Bylaws of the corporation; or (f) adoption of a plan for the distribution of the assets of the corporation.

III. Action by the Board Without a Meeting

Any action which could be taken at a meeting of the Board may be taken without a meeting if a consent in the form of a record, which clearly sets forth the action to be taken, is executed by all the Directors. Any such record shall be inserted in the minute book as if it were the minutes of a Board meeting. For purposes of this Section 3.16, record means information inscribed on a tangible medium or contained in an electronic transmission. 

ARTICLE IV – Finances

Section 1. The Chairperson and Treasurer shall have the following responsibilities:

1. Filing the articles of organization

2. Filing taxes/reports

3. Oversee the organization’s annual audit, if required by an outside party.

Section 2. The Treasurer and the President shall be signers on the bank account. Only one signature is required.

Section 3. The Board shall approve an annual operating budget. The Treasurer and President have the authority to issue payment for items that fall within this approved budget. Any items outside of this will require a receipt and must be submitted to the Board for approval. 

ARTICLE V – Amendments

Section 1. Originating Proposed Amendments

Any member of the Board of Directors may propose an amendment to this Constitution and Bylaws.  Such proposed amendment shall be submitted to the board for approval.

Section 2. Procedure and Action on Proposed Amendments

This Constitution and Bylaws may be amended, altered, or repealed by the affirmative vote of two-thirds of the membership present and eligible to vote at any meeting of the Organization, provided notice of such amendment, alteration or repeal, with the text thereof, has been filed with the chair not less than two (2) days before the date of the meeting at which the proposed amendment, alteration or repeal is to be considered, and notice duly given by the Secretary to all members of the pendency of such proposed alteration, amendment or repeal at such meeting.

ARTICLE VI – Miscellaneous

Section 1. Interpretation of Constitution and Bylaws

The Board of Directors shall interpret the Constitution and Bylaws. 

Section 2. Dissolution of Montana Robotics Alliance

Upon dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Section 3. Intellectual Property

Any unique creations used to support Montana Robotics Alliance including promotional materials, robots, computer programs, pictures, or videos become the copyright property of Montana Robotics Alliance without compensation to the creator. 

Approved and adopted by the board of directors 

Date: July, 7, 2022