TAABIR
Bylaws of a Worker Self-Directed Nonprofit
Click the highlighted text to see its community origins.
Purpose
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.
Mission Statement
TAABIR is an ecosystem for the people of Dallas, functioning as:
- a resource center for vocational training, cooperative business, and the solidarity economy;
- a co-working space for member organizations and businesses; and
- a community space for underserved groups.
All activities of TAABIR shall be conducted in furtherance of these exempt purposes.
Our Values
The following values guide all of TAABIR's work, governance, and relationships. They are operating principles against which our decisions are tested.
Participatory Governance
People involved in and touched by our organization deserve to be part of the decisions that affect them. Decision-making structures that center the direct experience of those closest to the issues are not only more supportive of personal sovereignty — they are more effective in achieving shared goals.
Power With, Not Power Over
We are creating a space where all people can step fully into their power. We support each other to exercise power in ways that build up — not diminish — one another.
Radical Inclusivity
We are creating a space where all people can belong, regardless of nationality, religion, race, class, gender, sexual orientation, ability, or any other dimension of their experience.
Accountable Solidarity
Our work and our liberation are bound together with many communities. We foster relationships that allow us to work in ways that uplift all people.
Generational Patience
TAABIR measures success over long timescales. We resist the urgency of short-term thinking. Decisions that sacrifice long-term resilience for immediate gain require deliberate justification. Burnout is a structural failure, not an individual weakness.
Management Principles
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.
- 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.
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; and (4) the organization shall maintain transparent financial practices.
The default is share. The exception is when sharing would cause material harm.
Power-Holding Groups
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.
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. This provision automatically expires when staff size reaches six (6) or more.
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.
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.
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: (1) every critical system must have at least two (2) people trained and authorized to operate it; (2) all organizational documents shall be stored in shared systems; (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.
Accountability
There are three levels of accountability within TAABIR: Interpersonal, Intra-Organizational, and Community.
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.
Intra-Organizational
Decision-making bodies within the organization are accountable to one another. 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.
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.
Removal, termination, or expulsion may still be necessary, but they are a last resort, not a first response.
Role of the Board
The role of the Board shall always be to fulfill its duty of care by:
- closely monitoring the activities of the organization;
- reviewing financials and budgets;
- ensuring compliance with Texas law and federal tax-exempt requirements;
- reviewing internal policies adopted by staff and ensuring participatory governance;
- 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.
Board Meetings and Notice
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.
Board Decision-Making Norms
Quorum is two-thirds (2/3) of voting Board members.
All decisions are made through a consent-based process. 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.
Board Decision Matrix
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.
| Authority Level | What It Covers | Examples | Mechanism |
|---|---|---|---|
| Staff Autonomy | Day-to-day decisions within the approved budget and policy | Small purchases, program scheduling, workshop operations, vendor selection within budget | Staff decide independently. |
| Staff Decision with Board Transparency | Significant operational decisions where the Board should be informed | New program launches, partnerships with other organizations | Staff decides and informs the Board within fifteen (15) days. Board receives information but does not approve or veto. |
| Staff Decision with Board Consultation | Decisions that significantly affect organizational finances, legal standing, or personnel structure | Hiring and termination of staff, entering or exiting leases, applications for major grants or loans | Staff drives the process and brings a recommendation. A 2/3 supermajority of the Board may escalate a concern to a formal objection, pausing the decision for thirty (30) days. The Board does not hold a veto. |
| Annual Budget | Full operating budget and financial plan | Annual budget proposed by staff | Staff proposes through the Financial Management Team. Board has a thirty (30) day review window. No action within thirty (30) days constitutes approval. |
| Board Exclusive Authority | Decisions the Board makes alone due to legal fiduciary obligation | Amending bylaws, changing mission statement, adding or removing Board members, asset purchases over $50,000, dissolution | Board decides, with staff input when practical. These are the Board's legal responsibilities and cannot be delegated. |
Board Composition and Officers
Size
The Board shall have a minimum of three (3) Directors, as required by Texas law. The maximum number of Directors is nine (9).
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.
Required Officers per Texas Law
- President — coordinates Board logistics, facilitates Board meetings, and sets Board meeting agendas.
- Secretary — keeps Board records, ensures legal compliance, and certifies these Bylaws.
Additional Officers
- Treasurer — ensures responsible financial management; sits on the Financial Management Team; communicates with staff at least quarterly.
- Mission Representative — helps the organization reflect on whether its programs, strategy, and activities are aligned with its mission and values.
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; or conduct that materially harms the organization's ability to pursue its mission.
Selecting the Board
Board candidates may be nominated by members of the staff or the existing Board. Candidates are nominated for a particular role.
Board members are chosen by a majority vote of existing Board members and staff combined.
Board Qualifications
- 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.
Employee Compensation
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.
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.
Binding the Organization
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.
Conflict of Interest Policy
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 or to the General Circle.
Common Situations
| Situation | Required Action | Record |
|---|---|---|
| Director has financial interest in a vendor or contract | Disclose to full Board; recuse from discussion and vote | Board minutes |
| Staff member has personal relationship with job candidate | Disclose to hiring circle; recuse from recommendation | Hiring file |
| Any person uncertain whether a conflict exists | Disclose proactively; Board or General Circle determines | Meeting minutes |
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.
Amending These Bylaws
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.
Document Retention
The Board will maintain meeting agendas, minutes, and financial statements in perpetuity. Minimum retention periods include:
- Organizational records (articles, 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
Whistleblower Policy
TAABIR encourages staff to report improper activities and will protect employees from retaliation for any such report made in good faith.
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. All retaliation complaints will be promptly investigated and remedial action taken when warranted.
Dissolution
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.
No assets shall be distributed to any private individual.