These Bylaws were unanimously endorsed by the Beyond Academia LLC Board of Directors on March 17th, 2017.
Beyond Academia LLC Bylaws
- Contact Information
- Board of Directors (Officers)
- Board Meetings
- Code of Conduct
- Legal Disclaimer
- Conflict of Interest Policy
- Expanded Mission Statement
- Board of Directors Duties and Qualifications
- Financial Narrative
- Bylaws Changes Log
- First Version March 17th, 2017
- Contact Information
Beyond Academia LLC (hereafter referred to as BA-LLC)
Physical Address: 2500 47th Street #10, Boulder, CO 80301 USA
Mailing Address: 722 Caribou Road, Nederland, CO 80466 USA
BA-LLC operates as a 501(c)3 “Public Charity”, meaning that we receive all of our funding from the public (through donations and grants) and are organized for purposes to benefit the public interest. Said organization is exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)3 of the Internal Revenue Code, or corresponding section of any future tax code.
BA-LLC receives fiscal sponsorship as a non-profit from the Boulder County Arts Alliance.
BA-LLC is a not for profit organization dedicated to free education and the promotion of the arts in Boulder County and the surrounding area.
Upon the dissolution of the 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. Any such assets not disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
- Board of Directors (Officers)
The founding BA-LLC Board of Directors are:
Mark R. Palmer (firstname.lastname@example.org), Chairman
Matt Clifford (email@example.com), Treasurer
Roseanna Frechette (firstname.lastname@example.org)
Clint A. Locks (email@example.com)
Jonathan Montgomery (firstname.lastname@example.org)
Nancy Stohlman (email@example.com)
The Board of Directors themselves are responsible for adding and removing Board members and Staff. New Board members and Staff must be nominated by a member of the board. Confirmation of a nominee or removal of a Board or Staff member requires a majority consent by the board. There must be 3 officers at all times and no more than 9 total at any given time. The members of the board are responsible for: maintaining these bylaws, steering the organization, vetting contractors and performers, reviewing Code of Conduct infractions, financial decisions, and delegating necessary tasks/responsibilities to volunteers and Staff.
Paid Staff positions shall be determined by the Board, with a yearly review (or anytime it is determined necessary by the Board) of each position with regards to cost-effectiveness.
- Board Meetings
Board meetings shall occur as-needed on a monthly basis. A majority of officers must be present (in person or via voice and/or video call) for the meeting to be held. Any officer can propose agenda items, which must be defined prior to the start of the meeting, and announced to all board members via email. The Chairman will be responsible for organizing meeting agendas. Minutes will be kept by a nominated Secretary of the Board. The meeting will proceed by addressing each agenda item and will conclude when all have been addressed. Meeting minutes will be made publicly available on the website in a plain/text format at the close of each meeting. At the close of a meeting, a member of the board will be assigned to make any necessary changes to the bylaws. The resulting “draft” will be circulated amongst the board members (by email or some other means) and must be approved unanimously before the draft becomes the authoritative copy. If there is substantial disagreement about the interpretation of the meeting outcomes vis a vis bylaw amendments and changes, a special board meeting will be held to resolve the conflict. Where any irresolvable conflict of procedure exists, the Board will default to Robert’s Rules of Order.
These bylaws are organized into sections (or articles), which are numbered. Sections contain one or more paragraphs that are not numbered. The bylaws are intended to be concise and direct, and care will be given to amending them only as necessary. All amendments and changes to these bylaws require majority consent by the board at a monthly board meeting. The most up-to-date version will be publicly available on the website in a plain/text format. The authoritative version of the bylaws must be maintained in an open-standards based format (i.e., plain/text, latex, open office). Any changes to the bylaws must be documented in the Change Log appendix. The version of the bylaws will be updated each time they are changed to the current date in the format YYYY-MM-DD.
All available assets will be kept in a credit union account under the name “Beyond Academia LLC”. The Chairman and the Treasurer shall have withdrawal access from this account in pre-approved amounts for the purpose of regular payments to teachers and performers and the payment of monthly/annual expenses. Any other withdrawal (such as but not limited to one-time advertising, fundraising supplies, technology purchase, etc.) requires majority consent from the board. A budget and finance log will be kept by the Treasurer in a spreadsheet that is accessible to all board members. Board members are responsible for keeping this document up to date with respect to donations (income) and expenses.
- Code of Conduct
BA-LLC Officers, Staff, Contractors, and Volunteers are required to follow our Code of Conduct while performing any duties for the organization.
- Authentic Communication. Bigoted or hateful speech of any kind is expressly forbidden in our inclusive environment, and is grounds for Board-approved termination. Due to many of our programs being family friendly, the use of swear words or other extreme language is forbidden when children under the age of 16 are present. Flirtation while on duty is frowned upon. In order to maintain our non-profit status (and sanity), expression of political opinion while on duty is forbidden (Exception: paid Feature Performers may include political opinion in an artistic fashion). BA-LLC and its subsidiaries can never support a political party.
- Physical Conduct. Representatives of BA-LLC will make an effort to be physically presentable at all times while on duty. While working for BA-LLC, physical contact with the general public is frowned upon. One misconstrued “hug” is potentially a large problem. In any event, sexual misconduct is solely the responsibility of the perpetrator, and is grounds for Board-approved termination. Intoxication to the point of impairment will be grounds for loss of that day’s contract and possible Board-approved termination.
- MeToo! Philosophy. The core operating principle of BA-LLC is the inclusive MeToo! philosophy of Jonathan Montgomery. All of our efforts are towards engaging the general public in the appreciation of art. BA-LLC representatives should go out of their way to make sure that the environment we create is open and inclusive. This includes engaging wallflowers and others who feel disenfranchised. We are the role models of a better culture, we must act that way.
Violations of the Code of Conduct must be reviewed by the Board, and may result in temporary loss of contract or complete termination. Violators may present their case to the Board by email, but there is no appeal of the Board’s decision. In situ, any Board member may temporarily terminate a contract and eject a Conduct offender (ex: drunk), later subject to review by the entire Board. Should such a situation occur, said Board member will be responsible for gathering at least two witness statements to present to the Board hearing.
If a violation of the Code of Conduct occurs outside the notice of the Board, it is hoped that the greater community will bring the event to the Board’s attention. It should be noted that the Board will require two or more additional witness statements in order to investigate a claim.
- Legal Disclaimer
Instructors and performers are hired by BA-LLC for their individual talents and are expected to follow our Code of Conduct while performing the duties of their contract. It is noted that the nature of art and artists may engender occasional conflict, and neither BA-LLC nor its Officers, Staff, or other sub-contractors can be held liable for the opinions or actions of any given individual.
It shall also be noted in any legal contract approved by the Board that the cost of any necessary Arbitration shall be split between parties, while should a Plaintiff against BA-LLC feel the need for a disputed court hearing, that Plaintiff shall also bear the burden of payment for legal counsel to represent BA-LLC.
Appendix A: Conflict of Interest Policy
This document is based on the sample conflict of interest policy provided as Appendix A in IRS document 1023.
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
An “interested person” is: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. A person has a “financial interest” if the person has, directly or indirectly, through business, investment, or family: (a) An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, (b) A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or (c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable.
In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. This requires a unanimous decision of the unconflicted officers. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
The minutes of the governing board and all committees with board delegated powers shall contain: (a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed. (b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
- Has received a copy of the conflicts of interest policy,
- Has read and understands the policy,
- Has agreed to comply with the policy, and
- Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
- Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible
private benefit or in an excess benefit transaction.
When conducting the periodic reviews, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Appendix B: Expanded Mission Statement
The Beyond Academia Free Skool (hereafter referred to as BAFS) was founded in 2012 CE to fulfill a need in the Boulder, Colorado writing community for discourse among writers who could not afford or were not satisfied by the offerings of Academia. The writing community in Boulder and Denver has a near-unique quality in that there is a large, organized contingent of non-Academic and non-Slam performance poets. BAFS was founded to foster that community, as well as their Academic and Slam counterparts. In 2017 CE, BA-LLC was formed to provide funding for BAFS and other Community Presence strategies.
The philosophy of BA-LLC is based around the triad of Muses from Classical history. Through unwavering Professional Excellence, represented by Mnemosyne the Muse of Memory, we shall define by example the role of the Poet in contemporary society. Through free and accessible Education, represented by Melete the Muse of Practice, we shall model the future of Masters level achievement. Through outreach and engagement via our Community Presence, represented by Aoide the Muse of Song, we shall bring poetry and the performance arts back into regular public experience.
Of primary import is that BAFS remain a Free Skool, which the Board believes represents the future paradigm of education. The general public will never be charged fees of any kind for attending BAFS workshops. Additionally, most Community Presence strategies are designed to be freely available in a public setting. Fees required by venues for BA-LLC events will be kept to an at-cost minimum. Whenever possible instructors and performers first, and then secondarily administrators, will be paid with grant and donor derived funding.
Once established, the future goals of Beyond Academia will be to expand the BAFS curriculum to include other arts as well as community-relevant Do-It-Yourself workshops, to increase the engagement of our Community Presence programs, and to establish a permanent residence in the City of Boulder. A BAFS Campus would provide continuous, reliable classroom and performance space as well as hard resources such as printing and video facilities. Additionally, we would be able to “house” other virtual arts or educational organizations. A BAFS Campus would be used to demonstrate green, home-achievable technologies.
Current active and proposed Community Presence strategies are detailed at:
By the very nature of the work, we are geographically limited in scope. Hence, our organization is comparable to other similar 501(c)3 organizations in other parts of the country doing similar work. For instance:
*St. Mark’s Poetry Project in NYC
* Bay Area Public School in California
* Community Free School in Boulder, 1967-1983
Appendix C: Board of Directors Duties and Qualifications
Director resumes available upon reasonable request.
Name: Mark R. Palmer (Marcus If)
Qualifications: BAFS Founder, former elected President of Nederland Area Historical Society (501c3), NAHS Events Volunteer Coordinator (12 years), Small Business Owner/Operator (10 years), Small Business Manager (various), Poetry/Psychology Teacher (5 years), Master of Ceremonies (various), 30 years as a Performance Poet.
Duties: Chairman of BA-LLC Board of Directors, BAFS Headmaster, BAFS Chair of Ontological Engineering, BAFS Instructor, Editor in Chief Boar Hog Press, QA/QC, sacrificial figurehead.
Name: Matt Clifford
Qualifications:BS, Accounting, Seton Hall University, Magna Cum Laude, MFA Naropa University, Treasurer- Boulder Food Rescue, Treasurer- ALOC Media, Treasurer- Cha Cha For Boulder City Council, Treasurer- La Commune Cafe & Bookstore, Oakland CA, Staff Accountant- Henry, Waters & Associates, Boulder CO (10+ years public accounting), Manager/Bassist- Black Market Translation, Founder- full moon alley way reading (co-founder) and All Knowledge Must Be Shared; Curator- No Ropes Universal, Author- The Rantodance of Anonymous From Necropolis & His Machine, Ballad of Todd Last Year (Cherry Publications), and Damn Your Eyes (forthcoming- Paper Plane Pilot Publishers), Community Resource- most every financially illiterate Front Range artist, Extensive feature performances, publications and crossover collaborations.
Duties: Treasurer of BA-LLC, BAFS Instructor
Name: Roseanna Frechette
Qualifications: BAFS Founding Instructor; Co-organizer/Host: Colorado Poetry Rodeo; previous board member/V.P. of One Society International, Yoga Teachers of Colorado; Founder: Denver Artists for Rent Control; Founder/Facilitator, nationally-accredited Inner City Yoga; National Program Award for: “The Power of Poetic Voice” (program for youth); Publisher/Editor: Rosebud Forum; 30 years as Performance Poet, published by and performing in a range of small press and venues; named by Westword as one of their “100 Colorado Creatives.”
Duties: BAFS Chair of Contemplative Poetics, BAFS Instructor
Name: Clint A. Locks
Qualifications:Colorado public high school English teacher-Jeffco/Denver/BVSD (2000-present), 25 years as a performance poet, facilitator-Brownwood Open Mic Music & Poetry, professional rock climbing guide/instructor-Colorado Mountain School (www.coloradomountainschool.com) (2005-present), author-This Ocean Used To Be A Desert (Baobob Press, 2009), and other self-published chapbooks and stuff, BA education/psychology-Howard Payne Univ, MAEd-University of Phoenix, all-around good guy, 4H Club member in good standing.
Duties: BA-LLC Lead Grantwriter, BAFS Chair: Entry-Level Courses, BAFS Instructor
Name: Jonathan Montgomery
Qualifications: BAFS Founding Instructor, BA Sarah Lawrence, MFA Naropa University, 3 years Adjunct English teacher Front Range Community College, Founder of Boulder Poetry Tribe.
Duties: BAFS Chair of MeToo! Poetics, BAFS Instructor, Editor in Chief of Boulder Poetry Tribe
Name: Nancy Stohlman
Qualifications: BAFS Founding Instructor, MFA Naropa University, Co-founder and editor of Fast Forward Press 2007-2013, Creator and curator of the Fbomb Flash Fiction Reading Series, Creator of FlashNano, Eight years college-level writing professor, editor of 4 anthologies of flash fiction including a finalist for a Colorado Book Award, nominated for Pushcart Prize
Duties: BAFS Chair of Flash Fiction, BAFS Instructor, Fbomb Reading Series Curator
Appendix D: Financial Narrative
For the first five years of operation, BAFS worked on a volunteer basis. Now that the organization has grown to over 15 instructors and staff, the time has come to incorporate and find ways to fund our contractors. In the past, all funding came out of pocket from the instructors themselves to cover their time and travel expenses.
BA-LLC intends to pay instructors and performers primarily from larger grants and donors. We believe we qualify for for the Small Organization Operations Grant from the City of Boulder’s Community Cultural Plan, as well as other grants available to our type of organization. We also believe that individual donors to the arts in Boulder will be excited about a poetry project in the city. Finally, we believe that visionary donors will contribute to the Free Skool based upon its philosophy of future educational concepts.
In addition to seeking out larger contributors, we plan to implement several strategies that will generate income for the organization. These will include a supporting Membership drive similar to KGNU, the sales of advertising, earned income from other organizations hiring BAFS professionals (such as Frozen Dead Guy Days), a “Go-Fund-Me” style internet campaign, and local fundraising events such as performances, dances, and silent auctions.
Appendix E: Change Log
March 17th, 2017
First version of bylaws.