ARTICLES OF INCORPORATION OF NEW MEXICO PARTNERSHIP FOR MATHEMATICS & SCIENCE EDUCATION, INC. The undersigned, acting as incorporators of a corporation under the New Mexico Nonprofit Corporation Act, N.M. Stat. Ann. 53-8-1 to 53-8-89 (Repl. Pamp. 1983 and Cum. Supp. 1989), adopt the following Articles of Incorporation for such corporation: ARTICLE I - NAME The name of the corporation shall be the New Mexico Partnership for Mathematics and Science Education, Inc. ARTICLE II - PURPOSES AND DURATION Section 1. The purposes of the corporation shall be: A. To advance, encourage, and improve the teaching of mathematics and science across the state of New Mexico; B. To coordinate the numerous state projects currently initiated across the state of New Mexico that are addressing the needs of traditionally under-served Hispanic and Native American students, as well as the needs of all students so that all of the projects reflect the philosophy and recommendations of the National Council of Teachers of Mathematics (NCTM) and the Mathematical Sciences Education Board (MSEB) and meet the needs identified by the New Mexico Council of Teacher of Mathematics (NMCTM); that the projects also reflect the recommendations of the American Association for the Advancement of Science's Project 2061 and the National Science Teachers Association's Scope and Sequence, etc; C. To act as liaison between the various mathematics and science projects and educational organizations throughout the state of New Mexico; D. To identify the importance and priorities of mathematics and science teaching and education to citizenship and careers; E. To acquaint educational organizations, government, corporations, schools and parents with the need for improved mathematics and science education and to acquaint these groups with ways they may participate in effecting change, assist in developing a structure of cooperative change efforts, and promote family involvement to make mathematics and science a higher priority; F. To work with the New Mexico Board of Education and Commission on Higher Education in developing state goals that are compatible with national goals; G. To work with the New Mexico state legislature in setting state policies and in funding projects that promote improvement in mathematics and science education; H. To promote communication and greater cohesiveness among the state's mathematics and science educators by establishing a statewide information and exchange network. Section 2. The corporation is organized exclusively for charitable, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 5Ol(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Section 3. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, 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 the purposes set forth in Article II hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code. Section 4. The corporation's duration shall be perpetual. ARTICLE III - DISSOLUTION Upon the dissolution of the corporation,- 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 so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principle office of the corporation 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. ARTICLE IV - MEMBERSHIP STRUCTURE Section 1. From the membership of the partnership two boards shall be established: A. Advisory Board: 1. Composition: The Advisory Board is composed of at least twenty members of New Mexico's corporate, educational, political, and community leaders. 2. Term of Office: The term of office for Advisory Board members shall be three (3) years with the option for an additional term. Such terms shall be staggered. 3. Authority: The Advisory Board is authorized to serve in an advisory capacity to the Board of Directors of the Partnership. 4. Duties: The Advisory Board shall: a. Review plans for the Partnership activities submitted to it by the Board of Directors; b. Recommend and support the Partnership activities; c. Represent the Partnership to their respective communities; d. Provide assistance in efforts to fund the Partnership and its activities. 5. Meetings: Regular meetings of the Advisory Board shall be held two (2) times a year, and at other times as deemed necessary by its membership. 6. Quorum: Quorum of the Advisory Board is defined as 75% of the Board members, as is necessary for actions that require a vote. Members of the Advisory Board may vote by proxy. 7. Business by Mail: The Advisory Board may conduct business by mail, including electronic mail, or conference telephone, when necessary. A report of any action taken shall be verified and made part of the minutes of the next meeting of the Advisory Board. B. Board of Directors: 1. Composition: The Board of Directors shall consist of twenty members, each of whom is a director of the corporation. Each member is an active participant in some capacity of mathematics or science education in the state of New Mexico. 2. Membership will be representative of the entire state of New Mexico. 3. See Article VIII for a more detailed description of the Board of Directors. ARTICLE V - OFFICERS Section 1. Elected Officers: The elected officers of the Partnership shall be two Co-directors and three Assistant Directors, who shall serve as Co-presidents, Co-secretaries and Treasurer of the Partnership. One of the co-presidents shall represent science, the other mathematics. The same shall be true of the co-Secretaries. Section 2. Eligibility: Officers of this corporation shall be members of the Board of Director. Section 3. Terms of Office: A. The term of office for each officer shall be two (2) years, with the provision that an officer may serve two or more successive terms. B. The incoming officers shall assume duties on the first of the month following the election. Section 4. Vacancy: A vacancy in any of the offices will be filled by ballot vote of the Board of Directors. Section 5. Removal from Office A. Any officer may be impeached on the following grounds: embezzlement, malfeasance in office, or actions contrary to, or in violation of, these Articles of Incorporation or the Bylaws of the Partnership. B. Prior to removal, a statement containing the charges shall be drawn and presented, by a member of the Board of Directors to the entire Board of Directors. The Board shall review the statement and determine whether the charges are valid or can be substantiated. If the Board determines that the charges are valid or can be substantiated, the Board will conduct a formal hearing of the accused. The hearing shall be followed by a written ballot vote. If a quorum vote is obtained, the accused will be immediately removed. ARTICLE VI - NOMINATIONS AND ELECTIONS Section 1. Nominations: A. Nominations shall be made from the floor at a meeting of the Board of Directors at least one month prior to its annual business meeting. B. No member shall place a name in nomination without the consent of the nominee. Section 2. Election of Officers: Members of the Board of Directors will elect the officers of the Partnership by written ballot at the annual business meeting. The Secretaries in office prior to the election will send ballots to those members who are unable to attend the annual business meeting. For the write-in ballots to be effective, they must be returned within fifteen days of the date mailed. Any nominee who receives a plurality vote will be declared an elected officer. ARTICLE VII - MEETINGS Section 1. Annual Business Meeting: A. An annual business meeting of the Partnership shall be held during September or October of each year, at a time and place to be determined by the Board of Directors for the purpose of receiving reports, amending the Articles of Incorporation, transacting other business, and election of officers. B. The Board of Directors, through the Secretaries, shall notify the membership of the time and place of the meeting thirty (30) days preceding the meeting. C. All members in good standing shall be entitled to attend the meeting. Only members of the Board of Directors shall be entitled to vote at the meeting. ARTICLE VIII - BOARD OF DIRECTORS Section 1. Composition: A. The Board of Directors shall consist of twenty members each of whom is an active participant in some capacity of mathematics or science education in the state of New Mexico. Membership will be representative of the entire state of New Mexico. Ten members will represent mathematics and ten will represent science. B. Each member of the Board of Directors may cast one vote. C. The Co-presidents, co-Secretaries and Treasurer are directors and shall attend Board Meetings. D. One of the co-Secretaries shall, by mutual agreement, record all proceedings at Board Meetings. Section 2. Duties: A. The Board of Directors shall: 1. Be the official governing body of the Partnership; 2. Approve of all corporation projects; 3. Approve the appointment of all committees, committee chairpersons and committee members; 4. Continually evaluate the goals and objectives of the corporation and accept primary responsibility for progress toward these goals; 5. Continually evaluate and define the roles and functions of the corporation officers and special committees, and evaluate and propose changes in the duties and functions of standing committees; 6. Conduct the business of the Partnership between annual business meetings; 7. Adopt rules and regulations as required to carry on the business of the Partnership; 8. Report to the membership at each annual business meeting about progress toward goals and general matters of corporation business; 9. Provide the Advisory Board with current information concerning mathematics and science education, as requested; 10. Serve as co-chairpersons of committees. Section 3. Meetings: A. Regular meetings of the Board of Directors shall be held at least (4) times a year, and at such other times as deemed necessary. B. Special meetings of the Board of Directors may be called by the President, or at the request of two other Directors. Telephonic meetings are acceptable with at least forty eight (48) hours notice to all Directors. Section 4. Quorum: Quorum of the Board of Directors is defined as 75% of the Directors, as is necessary for actions that require a vote. Members of the Board of Directors may vote by proxy. Section 5. Business by Mail: The Board of Directors may conduct business by mail, including electronic mail, or conference by telephone, when necessary. A report of any action taken shall be verified and made part of the minutes of the next meeting of the Board of Directors. Section 6. Authority: The Board of Directors is authorized to carry out the business, goals and purposes of the Partnership. Section 7. Vacancy: A vacancy on the Board of Directors will be filled by ballot vote of the Board of Directors. ARTICLE IX - RESOLUTION OF DISPUTES Section 1. Should the Board of Directors become deadlocked, the disagreement will be remedied through arbitration. ARTICLE X - AMENDMENT Section 1. Procedure: All proposed amendments to the Articles shall be submitted in writing to the President. The Secretaries shall distribute copies of the proposed amendments to all members of the Board of Directors at least four (4) weeks prior to the vote. The proposed amendment shall be presented and voted upon. A three-fourths (3/4) vote of the eligible members shall be necessary for the adoption of the amendment. Section 2. Change in Number of Directors: Any change in the number of Board of Director members shall be made by amendment to the Bylaws of the Partnership. ARTICLE XI - OFFICE AND AGENT Section 1. The initial registered office of the Partnership shall be: New Mexico Partnership for Mathematics & Science Education 8511 Rio Grande NW Albuquerque, New Mexico 87114 Section 2. The name of the initial registered agent of the corporation at such office is Hilde Howden.