Article I: Name
The name of the organization shall be STEM Discovery, a nonprofit corporation organized under the laws of the State of New Hampshire.
Article II: Purpose
STEM Discovery is organized exclusively for charitable, educational, and scientific purposes. The organization endeavors to provide STEM-related educational programs to underserved elementary and middle school students, primarily through hands-on experiments, contests, and other activities led by high school and college student volunteers and role models.
Article III: Governing Board of Directors
Section 1: General Powers
The governing board of directors shall have full authority and responsibility for the overall governance, oversight, and fiscal management of STEM Discovery. It shall be responsible for the organization’s legal and financial well-being, strategic planning, mission fulfillment, and operational sustainment.
Section 2: Composition
The board of directors shall consist of at least three (3) members. The board must include the following officers:
- President
- Treasurer
- Secretary
Officers shall be elected by a majority vote of the board of directors at a regularly-scheduled board meeting. Additional officers may be appointed by the board as deemed necessary for the successful operation of STEM Discovery.
Section 3: Terms
Each board member shall serve for a term of two (2) years, with no term limits. Board members may be re-elected for consecutive terms. Vacancies on the board may be filled by a vote of the remaining directors.
Section 4: Meetings and Quorum
The board shall meet at least quarterly. A majority of the board members present shall constitute a quorum for any board meeting. Decisions shall be made by a majority vote of the members present.
Section 5: Duties of Officers
President
The president is the chief executive officer of STEM Discovery, responsible for overseeing all operations, managing day-to-day activities, serving as the public face of the organization, and leading the organization in achieving its mission. The president shall also serve as the chair of the board, presiding over all board meetings and ensuring the execution of board decisions.
Treasurer
The treasurer oversees the financial health of STEM Discovery, including managing the budget, ensuring proper accounting practices, and filing necessary tax documents. The treasurer shall work closely with the president to ensure fiscal responsibility, financial health, and alignment of financial resources with the organizational mission.
Secretary
The secretary is responsible for maintaining all official records of the organization, including minutes of board meetings, membership rolls, and legal filings. The secretary will also manage board communications and ensure timely notice of meetings.
Article IV: Advisory Board
Section 1: Purpose
The advisory board is established to provide specialized guidance, expertise, and mentorship to the governing board. While advisory board members do not have voting rights or legal responsibilities, their input is critical to the success of STEM Discovery.
Section 2: Composition
The advisory board shall consist primarily of individuals with expertise in areas relevant to the mission of STEM Discovery.
Section 3: Terms and Meetings
Advisory board members shall serve a two (2) year term and may continue to serve at the discretion of the governing board with no term limits. Advisory board meetings shall be held as necessary to review progress, provide feedback, and offer strategic advice.
Section 4: Responsibilities
To support and advance the mission of the organization, advisory board members shall:
- Provide strategic guidance and advice to the governing board
- Assist with networking and fundraising efforts, as appropriate
- Serve as ambassadors for STEM Discovery within their respective industries
Article V: Membership and Volunteers
Section 1: Membership
STEM Discovery shall have no members. The organization shall be governed by its board of directors as outlined in these bylaws. STEM Discovery does not issue capital stock, shares, or membership certificates. As a non-profit corporation, it operates exclusively for charitable purposes, without any provision for retirement, reacquisition, or redemption of shares or certificates.
Section 2: Volunteers
STEM Discovery shall operate a volunteer program to involve high school and college students in delivering hands-on STEM activities to elementary and middle school students. Potential activities include (but are not limited to) planning and facilitating events, conducting experiments, leading contests, and engaging with students in elementary and middle schools. Volunteers are essential to the execution of the organization’s mission but will not have voting rights or governance responsibilities.
Article VI: Fiscal Year
The fiscal year of the corporation shall end on the 31st of December each year.
Article VII: Amendments
These bylaws may be amended by a two-thirds vote of the board of directors, provided that the amendment has been submitted in writing to each board member at least two weeks prior to the meeting at which the vote will take place. Any board member may propose amendments.
Article VIII: Dissolution
Upon the dissolution of STEM Discovery, after all liabilities and obligations have been satisfied, any remaining assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code. Specifically, remaining educational materials and supplies will be donated to a public school, educational institution, or another 501(c)(3) organization dedicated to advancing STEM education. Any remaining assets not donated in this manner shall be distributed to the federal government, or to a state or local government, for a public purpose. No part of the remaining assets shall be distributed to any board members, officers, or private individuals.
Article X: Limitation of Liability
To the fullest extent permitted by applicable law, no director or officer shall be personally liable to the corporation or its stakeholders for monetary damages for any breach of fiduciary duty as a director or officer. However, this limitation shall not apply to:
- Acts or omissions that involve intentional misconduct or a knowing violation of the law.
- Any transaction from which the director or officer derives an improper personal benefit.
- Any other liability which cannot be limited or eliminated under applicable law.
This provision is intended to protect directors and officers acting in good faith in the performance of their duties to the organization, in compliance with the governing laws of the jurisdiction in which the corporation is incorporated.