BYLAWS OF RIO ARRIBA CONCERNED CITIZENS

Document Created July 21, 2015

 

PRELIMINARY STATEMENT
The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers of other individuals. The assets and income shall only be used to promote corporate purposes as described below. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, otherwise support (or oppose) a candidate for public office.

ARTICLE 1 – NAME AND PURPOSE
Section 1.01. Name. The name of the Corporation is Rio Arriba Concerned Citizens. It is a Domestic Nonprofit Corporation (#4956435) organized under the laws of the State of New Mexico.

Section 1.02. Purpose. The purpose for which the Corporation is organized is to educate citizens on issues of public health, land, air and water in the Rio Chama Watershed, Rio Arriba County and the State of New Mexico.

Section 1.03. Mission. To protect the public health, land, air and water of the Rio Chama Watershed, Rio Arriba County, and the State of New Mexico, and to promote sustainable development through education, collaborative planning, job creation and community involvement.

ARTICLE II – MEMBERSHIP IN THE CORPORATION
Section 2.01. Voting Membership. The Board of Directors are the Voting Members of the Corporation.

Section 2.02. Non-voting Membership. Citizens who sign up online for the RACC Newsletter are considered the Non-voting Members of the Corporation.

Section 2.03. The Board of Directors has the authority to define, establish and amend the Voting and Non-voting categories of Membership in the Corporation, including the possibility of a fee-based Membership in the future.

ARTICLE III BOARD OF DIRECTORS
Section 3.01. Board Role. The Board is responsible for the overall policy and direction of the Corporation. Its Directors are responsible for all day to day operations. The Board receives no compensation other than reasonable working expenses.

Section 3.02. Size of Board. The Board of Directors may consist of up to twelve Members, with no fewer than six.

Section 3.03. Terms. All Board Members serve for 2 year terms. Unless the Member otherwise advises to the Board, the 2 year term will automatically roll-over. There is no limit as to the number of terms a Director may hold.

Section 3.04. Election Procedures. A Board Member may be elected to the Board at any time in the year by a 2/3 majority vote of the Existing Board. The issue of nominating a potential new Board Member must be brought by a Board Director/s as an Item to a Board Meeting Agenda for a vote. If any Directors are absent from such a meeting, they will be notified of the vote and have 48 hours to vote by email to all Board Members.

Section 3.05. Removal of a Board Director. A Board Member may be removed from the Board by a 2/3 majority vote of the Existing Board. The Member in question shall abstain from voting. The issue of removing a Board Member must be brought by a Director/s as an Item to a Board Meeting Agenda for a vote. If any Directors are absent from such a meeting, they will be notified of the vote and have 48 hours to vote by email to all Board Members.

Section 3.06. Resignation of a Board Director. A Board Director may communicate and activate their resignation by bringing an Item to a Board of Directors Meeting Agenda or, in the event of crisis/emergency, the resignation communication may be made by email to all Board Members.

ARTICLE IV OFFICERS
Section 4.01. Officers and Duties. The Officers of the Board shall consist of a President, Vice-President, Secretary and Treasurer. One Officer may fulfill multiple roles, as approved by the Board.

Section 4.02. Elections. Officers shall be elected by a majority of the Board of Directors at the First Meeting of the Year.

Section 4.03. Terms. Officers are elected for a 1 year term at the First Meeting of the Year and may be re-elected indefinitely.

Section 4.04. Removal. Officers may be subject to removal from Office by a 2/3 majority vote of the Existing Board Members. The Member in question shall abstain from the vote. The issue of removing an Officer must be brought by a Director/s as an Item to a Board Meeting Agenda for a vote. If any Directors are absent from such a meeting, they will be notified of the vote and have 48 hours to vote by email to all Board Members.

Section 4.05. Powers and Duties of the Officers are as follows;

The President shall;

  • Ensure that all relevant matters are brought before the Board
  • Oversee and ensure the performance of the Board of Directors, as defined by the Bylaws
  • Promote substantive communications among Directors
  • Develop, with the assistance of all Directors and the Secretary, the Agenda for each Board Meeting
  • Chair Board Meetings, ensuring the timing and achievement of the Agenda
  • Manage the Public Attendance portion of Board Meetings to facilitate positive ideas and an efficient pace
  • Represent RACC to Luciente (Fiscal Sponsor) and other key ally organizations and choose Director/s to collaborate with Him/Her in relevant projects or meetings
  • Represent RACC, when required, to the New Mexico Secretary of State and the U.S. Internal Revenue Service
  • Ensure the Corporation remains in Good Standing with the NM Secretary of State and IRS by securing the execution of the required filings
  • Ensure he has copies of the following documents;

RACC Current Bylaws and Policies and Procedures Documents 

NM Secretary of State Corporate Filings 

  • Fiscal Sponsorship Agreement (with Luciente)

Tax Documents and Returns

  • Proof of Registration of digital assets owned by RACC and note of current login and password details of;

a) Web Domain Name and Site Hosting Service (Fat Cow)
b) Newsletter hosting registration (Mail Chimp)

Other than the authorities spelled out above, the President is accorded no further powers than those belonging to all Directors. All policies, positions and strategies must be approved by the Board of Directors.

In the case of an emergency, the President may need to act on behalf of the Board. In this situation, the President will consult with as many Board Directors as possible and will communicate, at the earliest, to the Board the events leading up to such emergency action.

The Vice-President shall; 

Act in the absence or incapacity of the President with the same responsibilities, powers and limitations as the President (as above).

The Secretary shall; 

  • Be responsible for compiling and distributing Board Meeting Agendas
  • Notify the Board Members of the time and place of Meetings
  • Create accurate, complete and unbiased Minutes of Board Meetings and supervise their distribution and approval by the Board
  • Continue to develop the RACC Policies and Proceedures document as ideas come up in the Board Meetings
  • Produce a brief Annual Report to be presented at the Last Meeting of the Year. The Report would include a listing of the Board Directors, Officers and Advisory Board and any Committees for that year. The Annual Report would also give an overview of the year’s accomplishments and will include an Annual Fiscal Report compiled in collaboration with the Treasurer
  • Collaborate with the President to maintain a copy on file of the Corporation’s important documents/archives including;

Current and Updated RACC Bylaws and Policies and Procedures Documents 

  • NM Secretary of State Corporate Filings
  • Fiscal Sponsorship Agreement (with Luciente)

Tax Documents and Returns

  • Proof of Registration of digital assets owned by RACC and a note of current login and password details of;

a) Web Domain Name and Site Hosting Service (Fat Cow)

  • Newsletter hosting registration (Mail Chimp)

The Treasurer shall; 

  • Be responsible for all Board financial matters
  • Prepare an Annual Budget for the First Meeting of the Year
  • Prepare an Annual Fiscal Report for the Last Meeting of the Year
  • Ensure and oversee Tax Returns
  • Keep a copy of key financial documents including Tax Returns
  • Manage all financial matters concerning Fiscal Sponsorship
  • Represent RACC, when required, to Del Norte Credit Union (Bank)

ARTICLE V – FISCAL YEAR, BOOKS AND RECORDS, FINANCIAL STATEMENTS
Section 5.01. Fiscal Year. The fiscal year of the Corporation will be from January 1 to December 31.

Section 5.02. Books and Records, Financial Statements. The Corporation will keep correct and complete books and records of accounts and also keep Minutes of the meetings of the Board of Directors. All books and records of the Corporation can be accessed and inspected at any time by the Board or any Director for any reasonable purpose.

ARTICLE VI MEETINGS
Section 6.01. The First Meeting of the Year will be the Annual Meeting which will include  confirmation of the Board, Officers and Advisory Council and presentation of the Annual Budget by the Treasurer.

Section 6.02. A majority of the current Members of the Board of Directors shall constitute a Quorum at a Meeting. The act or vote of a Quorum shall constitute the will of the Board of Directors. With the exception of voting to approve a new Board Director(See Section 3.04.), voting to remove an existing Board Director (See Section 3.05.), voting to remove an existing Officer (See Section 4.04.) or voting to amend the Articles of Incorporation or Bylaws (See Section 8.01.).

Section 6.03. The Board of Directors may hold its meetings when and where it determines.

Section 6.04. Special meetings of the Board may be called upon at the request of the President or a majority of the Board.

Section 6.05. Each Board Meeting shall have a portion for an Executive Session (Private and Confidential Board business and Board Members only, focusing on the Agenda) and a Public portion for guests and citizens’ attendance and dialogue. The Executive Session will precede the Public portion of the meeting.

Section 6.06. All Executive Session portions of the meetings of the Board of Directors shall be conducted in an orderly manner consistent with the Roberts Rules of Order.

ARTICLE VII. ADVISORY COUNCIL AND COMMITTEES
Section 7.01. Advisory Council. The Board of Directors may establish an Advisory Council. The purpose of the Advisory Councillors is to provide advice and assistance at the request of the Board.

Section 7.02. Committees. The Board of Directors may establish Committees and vest them with authority and responsibilities as the Board of Directors sees fit.

ARTICLE VIII AMENDMENTS TO THE ARTICLES OF INCORPORATION AND BYLAWS
Section 8.01. The Articles of Incorporation and the Bylaws may be amended at any time by a 2/3 majority vote of the Board Directors. Any Board Member may initiate a recommendation for amendment by presenting it as an Item for a Board Meeting Agenda. If any Directors are absent from such a meeting, they will be notified of the vote and have 48 hours to vote by email to all Board Members.

ARTICLE IX. GENERAL PROVISIONS
9.01. Indemnity Provision
Each person who is or was a Director, Officer or Employee of RACC (including the heirs, executors, administrators or estate of such person) shall be indemnified by RACC to the full extent permitted by the Nonprofit Corporation Law of the State of New Mexico against any liability, cost or expense incurred in the capacity as Director, Officer or Employee except when she/he has been guilty of gross negligence or wilful misconduct in the matter in which indemnity is sought.

9.02. All Board Members that are considering any action that could incur liability or debt to the Corporation must bring their intention to the Board as an Item for a Board Meeting Agenda for consideration and vote.

Section 9.02. Non-Discrimination. It is the policy of this Corporation to comply with all applicable State and Federal requirements pertaining to non-discrimination on the basis of race, color, religion, creed, national origin, age, sex or sexual orientation.