TAABIR

TAABIR is organized exclusively for charitable, religious, educational, and scientific purposes under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the organization is authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in, any political campaign on behalf of or in opposition to any candidate for public office.

The organization shall not carry on any activity not permitted to be carried on by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or by an organization contributions to which are deductible under section 170(c)(2) of the Code.

TAABIR is an ecosystem for the people of Dallas, functioning as:

1. a resource center for vocational training, cooperative business, and the solidarity economy;
2. a co-working space for member organizations and businesses; and
3. a community space for underserved groups.

All activities of TAABIR shall be conducted in furtherance of these exempt purposes.

The following values guide all of TAABIR's work, governance, and relationships. They are operating principles against which our decisions are tested.

TAABIR is managed through participatory processes designed and stewarded by the staff. These processes include input from external stakeholders when appropriate and are expected to evolve over time. Staff is responsible for maintaining a self-management handbook detailing the practices used to coordinate their activities. The Board monitors and supports but does not supplant staff self-direction.

The following principles guide the creation and ongoing development of participatory management structures:

• People with the most direct experience of issues have the most insight into what action is best.
• People who are affected by decisions should have the power to influence those decisions.
• Professional and technical expertise should support, not overpower, the voice and needs of those directly connected to the issue.
• Coordinating bodies not directly connected to impacted communities must actively guard against consolidating power in ways that breach the principles above.

Ecological Commitment

TAABIR recognizes that economy and ecology share a common root—oikos, home. In all operations, procurement, and planning, TAABIR shall prioritize practices that minimize environmental harm, localize resource use, and model regenerative stewardship. This commitment extends to preferencing vendors, partners, and materials that align with voluntary simplicity and ecological sustainability, even when such preference requires additional effort or nominal additional cost.

Abundance Practice

TAABIR operates from the belief that resources are sufficient when shared, that competition for funding or attention corrupts solidarity, and that generosity toward other organizations and communities strengthens rather than depletes the ecosystem.

In practice, this means: (1) TAABIR shall not compete against peer organizations for grants or contracts when collaboration or joint application is possible; (2) knowledge, tools, templates, and resources produced by TAABIR shall be shared openly with other organizations in the solidarity economy whenever possible; (3) financial decisions shall be made through a lens of collective sufficiency—are we ensuring everyone has enough?—rather than individual maximization; and (4) the organization shall maintain transparent financial practices, making budget information accessible to all staff and, where appropriate, to the communities served.

The default is share. The exception is when sharing would cause material harm.

TAABIR's structure places operational power with those doing the work and closest to the communities served. The Board exists to fulfill legal and fiduciary obligations, not to direct day-to-day operations.

General Circle

The General Circle is comprised of all staff members. This body sets organizational policy, makes high-level decisions about strategy and implementation, delegates decisions and activities to appropriate working circles, and approves the creation of new circles.

Working Circles

Working circles are comprised of staff and, when appropriate, external partners. Each circle is responsible for fulfilling the purposes defined for it by the General Circle. The number, configuration, and membership of circles will change over time. Members of each circle have authority to make decisions and execute their purpose using their best judgment. If their activities will impact another circle or the organization as a whole, they must seek input from affected parties before proceeding.

Startup Provision

When the total number of staff is fewer than six (6), the formal circle structure described above may be suspended by a vote of the General Circle. During such suspension, the General Circle shall hold all decision-making authority described in these Bylaws and may adopt streamlined processes appropriate to the organization's size. The Board retains all authorities described in Section X regardless of this suspension. This provision automatically expires when staff size reaches six (6) or more, at which point the circle structure must be formally adopted or an alternative approved by the Board.

Board of Directors

The Board does not direct the on-the-ground work of the organization. Rather, the Board primarily directs the processes of governance that enable staff to accomplish that work. For the full role of the Board, see Section VII.

Financial Management Team

The Financial Management Team is comprised of staff members and the Board Treasurer. This team is responsible for banking, accounting practices, and financial transactions. They steward the participatory budgeting process and ensure its financial feasibility.

Redundancy of Critical Functions

No single person shall be the sole holder of essential organizational knowledge, relationships, financial access, or operational capability. TAABIR operates on the principle that concentrated knowledge contradicts the values of participatory governance.

In practice, this means: (1) every critical system—banking, payroll, grant management, vendor relationships, program delivery—must have at least two (2) people trained and authorized to operate it; (2) all organizational documents, passwords, templates, and procedural knowledge shall be stored in shared, accessible systems rather than personal devices or accounts; (3) when a staff member departs, their knowledge shall already exist in at least one other person; and (4) the General Circle shall conduct an annual redundancy audit to identify and address single points of failure.

There are three levels of accountability within TAABIR: Interpersonal, Intra-Organizational, and Community. Detailed practices for each level shall be developed by the General Circle and maintained in the staff self-management handbook.

Interpersonal

TAABIR fosters a culture of direct and compassionate communication, personal growth, and acceptance. Staff engage in a bi-annual self and peer review process. The structure of that process is maintained in the staff handbook.

Intra-Organizational

Decision-making bodies within the organization are accountable to one another. If a working circle makes a decision that may impact another circle, it must seek that circle's consent before proceeding. Decisions impacting the organization as a whole require consent of the General Circle.

Community

Every member of TAABIR is expected to actively build relationships with people outside the organization who are impacted by our work, and TAABIR's General Circle should include community representatives.

Consent-Based Decision Making

Major decisions at TAABIR are made through a consent-based process. Consent does not mean universal agreement. It means no one has a valid objection. A valid objection is one where the person reasonably believes the decision would: (1) actively harm TAABIR or a community it serves; (2) violate its stated values; or (3) create a legal or financial risk to the organization. Preferences are not objections. When consent cannot be reached, the objection is documented and the group works to modify the proposal.

Transformative Accountability

When harm occurs between members of the TAABIR community, the organization's first response shall be investigation and repair. Harm is understood as information about systemic failure, not merely individual failing. All parties involved in a harm event—including the person who caused harm, the person who experienced harm, and the community context—shall be considered in any accountability process.

The General Circle shall maintain, in the staff handbook, a transformative accountability protocol that includes: (1) acknowledgment of harm without requiring immediate resolution; (2) root cause analysis of the conditions that produced the harm; (3) a facilitated process, mediated by a trained third party when necessary, that centers the needs of the person harmed; (4) identification of structural changes to prevent recurrence; and (5) a path to restored relationship where possible, without requiring forgiveness or continued proximity from the person harmed.

Removal, termination, or expulsion may still be necessary, but they are a last resort, not a first response.

The role of the Board shall always be to fulfill its duty of care by:

1. closely monitoring the activities of the organization;
2. reviewing financials and budgets;
3. ensuring compliance with Texas law and federal tax-exempt requirements under the Internal Revenue Code;
4. reviewing internal policies adopted by staff and ensuring that staff is engaging in a participatory governance process meeting the standards described in these Bylaws;
5. intervening to change or make a decision when the Board reasonably believes that staff have made a decision, are contemplating an action, or have taken an action that is overly risky, illegal, threatening to the organization's tax-exempt status, or contrary to its mission. Any such intervention shall be temporary in nature until the Board is satisfied that staff-directed governance can carry on.

The Board will meet at least twice per year, with at least fifteen (15) days' notice. Any two Directors may call additional Board meetings with at least two (2) days' notice. Meetings may be held virtually.

The organization may provide notice by mail, text message, email, or any electronic platform accessible to all Directors.

Quorum is two-thirds (2/3) of voting Board members.

All decisions are made through a consent-based process. Board members may ask clarifying questions and voice reactions to any proposal. After questions are answered and reactions either responded to or incorporated, the facilitator will ask if there are valid objections. A valid objection is one where a Board member reasonably believes the decision: (1) violates a fiduciary duty; (2) does irreparable harm to the organization; or (3) sets the organization backward in its mission. Preferences are not objections. A decision is adopted when there are no valid objections.

The Board may make decisions outside of a meeting if all Directors unanimously consent to the decision in writing. For this purpose, an interested Director as defined in the organization's Conflict of Interest Policy shall not be counted.

The following matrix defines the boundary between staff authority and Board authority. It reflects TAABIR's core commitment: staff hold operational decision-making power; the Board's role is oversight and legal stewardship, not control.

Size

The Board shall have a minimum of three (3) Directors, as required by Texas law. The maximum number of Directors is nine (9). The Board may amend the maximum by a two-thirds (2/3) vote of current Directors, consistent with the amendment process in Section XVI.

Terms

Board members shall serve two-year terms, renewable without limit. The Board shall stagger initial terms so that no more than half of Board seats expire in the same year. Staggering shall be determined by lot at the first Board meeting.

Required Officers per Texas Law

The following officer positions are required by Texas law and must be filled at all times:

• President — coordinates Board logistics, facilitates Board meetings, and sets Board meeting agendas.
• Secretary — keeps Board records, ensures the organization maintains systems to remain legally compliant, and certifies these Bylaws.

Additional Officers

The following additional officer roles are established to fulfill TAABIR's governance mission:

• Treasurer — ensures responsible financial management and accounting practices; sits on the Financial Management Team; communicates with staff at least quarterly regarding expenditures, projected revenue, and budget changes; ensures the full Board receives regular financial reports.
• Mission Representative — helps the organization reflect on whether its programs, strategy, and activities are aligned with its mission and values; reviews programmatic activities on a roughly monthly basis.

Consolidation During Startup

When the total number of Directors is fewer than five (5), the roles of Secretary and Treasurer may be held by the same person, and the role of Mission Representative may be temporarily unassigned. The President must always be a separate individual from the Secretary-Treasurer. This consolidation provision automatically expires when the Board reaches five (5) or more members.

Removal

Any Director may be removed for cause by a two-thirds (2/3) vote of the remaining Directors. "For cause" includes: sustained failure to fulfill fiduciary duties; actions that materially violate the organization's stated values; conduct that materially harms the organization's ability to pursue its mission; or loss of confidence in the Director's ability to serve with integrity. Removal proceedings must include: (1) written notice to the Director in question at least fifteen (15) days prior to a vote; (2) an opportunity for the Director to be heard; and (3) documentation of the specific cause in the meeting minutes. Preferences, disagreements about strategy, or interpersonal friction that does not rise to the level of material harm shall not constitute cause. The Board may appoint a replacement to serve the remainder of the removed Director's term.

Board candidates may be nominated by members of the staff or the existing Board. Candidates are nominated for a particular role.

Any member of staff or the Board may object to a nominee on the grounds that the nominee would: (1) interfere with their ability to do their job in a way they cannot accept; (2) contradict the values of the organization; (3) set the organization back in its mission; or (4) make it so they can no longer participate in the organization with integrity. Objections must be stated specifically and in good faith.

After any objections have been processed, Board members are chosen by a majority vote of existing Board members and staff combined. If there is more than one nominee for a position, the vote is among nominees. If there is only one nominee, the vote is between that nominee and continuing the search for a better fit.

Board Qualifications

All Board members should demonstrate:

• compassionate, direct communication;
• genuine support for staff-directed participatory governance;
• familiarity with the issues the organization seeks to address;
• demonstrated commitment to solidarity and accountable relationships; and
• awareness and ownership of their social identities.

Compensation shall be presumed fair if: (1) employees collectively choose and voluntarily agree to their rates, and the Board approves; or (2) employees receive, at minimum, the amount considered by the MIT Living Wage Index to be a living wage for one adult and one child in the county where they reside.

Compensation shall be presumed equitable if: (1) all employees are paid at the same rate; or (2) the ratio of highest to lowest paid employee does not exceed 2:1, and the exact rate is determined with substantial input from all employees.

Hardship Exception

During periods of financial hardship as determined by the Financial Management Team and confirmed by the Board, the 2:1 ratio and living wage floor may be temporarily suspended by a vote of the General Circle with Board notice. Any such suspension must include: (1) a specific timeframe not to exceed twelve (12) months; (2) a plan for restoration; and (3) documentation in the staff handbook of the conditions that triggered the suspension.

Time as Equity Contribution

TAABIR recognizes that time contributed to the organization is a form of equity investment. Every hour of work represents a stake in the organization's future and a commitment to its mission that cannot be measured solely in wages.

In practice, this principle means: (1) hours worked shall be tracked and valued equally regardless of role or title; (2) during periods when the organization cannot pay a living wage, unpaid or underpaid hours shall be recorded and acknowledged as community investment; (3) should the organization later achieve financial stability or dissolution with remaining assets, recorded hours may inform equitable distribution of gains among those who built the organization; and (4) no person's time shall be treated as more valuable than another's based on credentials, background, or social capital alone.

The Financial Management Team shall maintain a mechanism for tracking time equity in the staff handbook.

Any Officer may sign a document or make a binding commitment on behalf of the organization. The Board may designate others to do the same, by written resolution.

TAABIR is committed to acting in the best interest of the organization and the communities it serves. This policy applies to all Directors, officers, and staff members (collectively, "Covered Persons").

Duty to Disclose

Any Covered Person who has an actual or potential conflict of interest — including any financial interest, personal relationship, or outside commitment that could impair their independent judgment — shall promptly and fully disclose that interest to the full Board (for Directors and officers) or to the General Circle (for staff).

Recusal

Any Covered Person with a conflict of interest in a matter under consideration shall: (1) fully disclose the nature of the interest; (2) recuse themselves from any discussion or deliberation on the matter; and (3) not participate in any vote on the matter. The remaining members shall determine whether a conflict of interest exists and how to proceed.

Common Situations

Annual Disclosure

Each Director and officer shall complete an annual written disclosure statement identifying any known conflicts or potential conflicts. The Secretary shall maintain these statements and make them available to the Board upon request.

No Self-Dealing

No Covered Person shall use their position to secure personal financial benefit from the organization beyond reasonable compensation approved through the process in Section XIII. Any transaction between the organization and a Covered Person or their related parties shall be reviewed and approved by disinterested Board members and documented in Board minutes.

IRS Compliance

This policy is adopted in compliance with section 501(c)(3) requirements and the Form 1023 application process. The Secretary shall ensure that annual disclosure forms are collected, retained, and made available as required.

All changes to these Bylaws must be approved by a two-thirds (2/3) vote of Board members. Changes to the Mission Statement additionally require a two-thirds (2/3) supermajority vote of the General Circle before the Board vote.

Proposed amendments shall be provided to all Directors and staff at least fifteen (15) days before any vote.

The Board will maintain meeting agendas, minutes, and financial statements in perpetuity. The organization shall maintain a document retention policy consistent with Texas nonprofit law and IRS requirements, including minimum retention periods as follows:

• Organizational records (articles of incorporation, bylaws, IRS Form 1023): permanent
• Tax records: minimum seven (7) years from filing date
• Employment and personnel records: minimum seven (7) years
• Board meeting minutes: permanent
• Legal documents and contracts: minimum three (3) years beyond the life of the agreement
• Banking and accounting records: minimum seven (7) years
• Press releases and public filings: permanent
• Audit reports (external): permanent; (internal): minimum three (3) years

TAABIR encourages staff to report improper activities and will protect employees from retaliation for any such report made in good faith. Employees have the right to report, without suffering retaliation, any activity they reasonably believe: (1) violates any state or federal law; (2) violates or amounts to noncompliance with a state or federal rule or regulation; or (3) violates the fiduciary responsibilities of this nonprofit corporation.

Employees may also refuse to participate in any activity that would result in a violation of state or federal statutes or regulations.

Where to Report

An employee who suspects a problem with legal compliance shall report to the Board President. Employees may also report directly to an appropriate government or law enforcement agency.

Protection from Retaliation

There shall be no retaliation for any report made pursuant to this policy. Any employee who believes they have been retaliated against for whistleblowing may file a complaint with the Executive Director or the Board President. All retaliation complaints will be promptly investigated and remedial action taken when warranted. This protection does not prohibit ordinary performance management unrelated to the report.

Upon the dissolution of this organization, the Board of Directors shall, after paying or making provision for the payment of all liabilities, dispose of all assets exclusively for the purposes of the organization in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code.

In selecting recipient organizations, the Board shall preference organizations within the solidarity economy movement, including but not limited to worker cooperatives, community land trusts, and nonprofit organizations with demonstrated commitment to participatory governance and mutual aid.

Any such assets not so disposed of shall be distributed by a court of competent jurisdiction in the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization(s) as the court shall determine. No assets shall be distributed to any private individual.