(Note: An official printable copy is available in a link at the end of this document.)

I. Meetings of the Board of Directors and Committees Meetings of the Board of Directors and Committees hall be open to ASPCRO members; other state/tribal/territorial, federal or local pesticide regulatory officials; pesticide safety educators; academia; and members of the regulated industry as well as all other interested parties with one exception. Meetings of the Termiticide Label Review Committee (TLRC) are limited to Committee Members. Others by invitation only.

II. Travel Reimbursement – As a voluntary, non-profit organization, it is the policy of the association that Board Members, Committee Chairs and Committee Members, and Members, when possible, assume financial responsibility for all association activities including participation in mid-year and annual meetings, trainings and workshops, committee meetings, other meetings and sanctioned events. Travel assistance is available to Board Members, Committee Chairs and Committee Members and Members in good standing. In addition, if needed, travel assistance is available for invited presenters at the associations mid-year and annual meetings:

a.  Board of Directors – The Board of Directors is comprised of the President, Vice- President, Secretary, Treasurer, At-Large Member (3), and Immediate Past President.

1. 1. The Board of Directors is entitled to travel assistance when officially representing the association in the above listed activities and sanctioned events or when attending meetings or other activities involving:
      1. 1. United States Environmental Protection Agency (EPA); and, other federal, state or local governments;
         2. Professional associations including, but not limited to, the Association of American Pesticide Control Officials (AAPCO); State FIFRA Issues, Research and Evaluation Group (SFIREG); American Association of Pesticide Safety Educators (AAPSE); The Pesticide Stewardship Alliance (TPSA); The National Pest Management Association (NPMA); Responsible Industry for a Sound Environment (RISE); and National Association of States Department of Agriculture (NASDA);
         3. All other events in which ASPCRO has designated a representative.
   2. Travel assistance offered is on a cost reimbursement basis unless otherwise approved by the President and Treasurer. Board Members are entitled to reimbursement for:
      1. 1. Commercial carriers including air and train travel at the lowest practicable rate. For private vehicle travel, the then current GSA mileage rate will prevail. Travel to and from the airport may be claimed, as may reimbursement for airport or train/bus station parking;
         2. Per diem (subsistence) is reimbursed at the prevailing federal per diem rate for the appropriate portions of the two surrounding days; meals included as part of an event will not be reimbursed;
         3. Reimbursement for the entire day of the meeting, plus the surrounding two nights lodging at the prevailing ASPCRO, government or group rate; and
         4. Other reasonable expenses including baggage fees.

b.  Committee Chairs and Committee Members – Committees are comprised of a Chair and/or Co-Chair and listed Members of the Committee.

1. 1. Chairs and Members are entitled to travel assistance when conducting an approved Committee Meeting or officially representing the association in the above listed activities and sanctioned events;
   2. Travel assistance offered is on a cost reimbursement basis unless otherwise approved by the President and Treasurer. Chairs and Members are entitled to reimbursement for:
      1. 1. Commercial carriers including air and train travel at the lowest practicable rate. For private vehicle travel, the then current GSA mileage rate will prevail. Travel to and from the airport may be claimed, as may reimbursement for airport or train/bus station parking;
         2. Per diem (subsistence) is reimbursed at the prevailing federal government rate for the appropriate portions of the two surrounding days; meals included as part of an event will not be reimbursed;
         3. The entire day of the meeting, plus the surrounding two nights lodging at the prevailing ASPCRO, government or group rate; and
         4. Other reasonable expenses including baggage fees.

c. Members

1. 1. Given member budgets and travel restrictions, Members in good standing may request reimbursement from ASPCRO funds for travel to mid-year and annual meetings, trainings and workshops, committee meetings, other meetings and sanctioned events based on individual hardship, or for other reasons. Written requests must be submitted to the Board a minimum of 30 days prior to the event and must be approved by a majority of the Board of Directors including the Treasurer and will be based on the participation of the Member and available funding.

d. Invited Presenters

1. 1. As a voluntary, non-profit organization, ASPCRO requests an invited speaker to determine if he/she can pay his/her own travel, lodging, and other per diem costs to help keep ASPCRO’s expenses as low as possible;
   2. If needed, ASPCRO will assist with expenses for invited presenters. Travel assistance offered is on a cost reimbursement basis unless otherwise approved by the President and Treasurer. Invited presenters are entitled to reimbursement for:
      1. 1. Registration fees will be waived;
         2. Commercial carriers including air and train travel at the lowest practicable rate. For private vehicle travel, the then current GSA mileage rate will prevail. Travel to and from the airport may be claimed, as may reimbursement for airport or train/bus station parking;
         3. Per diem (subsistence) is reimbursed at the prevailing federal government rate for the appropriate portions of the two surrounding days; meals included as part of an event will not be reimbursed;
         4. Two nights lodging at the prevailing ASPCRO, government or group rate; and;
         5. Other reasonable expenses including baggage fees.
   3. An invited speaker who wishes to attend a social function or other similarly scheduled activity not covered by the registration fee will be responsible for making his/her reservation and for paying any applicable fees.
   4. ASPCRO does not provide any other compensation, for example, Honorariums or similar fees, to invited speakers other than those included in this section.

III. Meeting Exhibits

1. ASPCRO will allow meeting sponsors to display and distribute pesticide stewardship materials, within an area designated for this purpose, at the annual meeting. ASPCRO reserves the right not to offer the opportunity for displays depending on the host facility.
2. No sales or promotional materials are allowed. Displays will be the sole responsibility of the party displaying the information including installation and removal of the display and any associated costs.

IV. Meeting Sponsorship – ASPCRO values the working relationship with and appreciates the support provided by the regulated industry through sponsorships in reaching its goal to protect human health and the environment while allowing for the effective control of pests of public health and economic significance.

1. 1. All sponsors will be recognized during the annual meeting including in printed materials; banners; presentations and verbally. Sponsors will be recognized as follows:
      1. Diamond Sponsor  + $10,000
      2. Platinum Sponsor   $7,500 - $9,999
      3. Gold Sponsor          $5,000 - $7,499
      4. Silver Sponsor         $2,500 - $4,999
      5. Bronze Sponsor       $500 - $2,499
   2. Except for of specific events, meals, break or other activities in which the sponsor covers the full cost of the event, meal, break or other activity, sponsors will not be individually recognized.
   3. Except for of specific events, meals, break or other activities in which the sponsor covers the full cost of the event, meal, break or other activity sponsorships will be consolidated and utilized for association expenses including:
      1. Annual Meeting;
      2. Recognitions and Awards;
      3. Training and workshops; and
      4. Travel
   4. New sponsors (having not previously provided any form of subsidy) shall receive two complimentary registrations to the annual meeting during the initial sponsorship year.

V. Recognition

1. Hall of Fame Award - The Hall of Fame Award is presented to an individual(s) who has made an extraordinary contribution to ASPCRO and the regulation of pesticides used in the control of pests with significant economic and public health implications. Nominees may include state/tribal/territorial pesticide regulatory officials; federal or local pesticide regulatory officials; pesticide safety educators; academia; and members of the regulated industry as well as all other interested parties. The following guidance should be used when submitting a nomination:
   1. The Hall of Fame Award is presented for achievement or contributions in Non-Ag pesticide regulation, management, or
   2. Nominations should demonstrate the nominee's commitment and accomplishments including:
      1. Pertinent work history;
      2. Specific contributions to the associations overarching goals to protect the health and welfare of the citizens of each state through the fair and effective regulation of the pest control industry;
      3. Contribution to the structural pest control arena.
   3. Nominations must be submitted to the Nominations Committee Chair by July 15 of the given year. The Nominations Chair will forward all nominations to the Board of Directors for consideration by August 1 of the given year.
   4. In general, only one Hall of Fame Award will be awarded annually. The Board is not required to present such an award annually.
   5. Awards will be presented at the annual meeting of the association during the Annual Report to the Membership.
2. Presidential Award – The Presidential Award is presented at the discretion of the President for exemplary performance of an individual in service to ASPCRO. Awardees may include state/tribal/territorial pesticide regulatory officials; federal or local pesticide regulatory officials; pesticide safety educators; academia; and members of the regulated industry as well as all other participating parties. The President is not required to present such an award annually. Awards will be presented at the annual meeting of the association during the Annual Report to the Membership.

VI. Document Retention and Destruction Policy - The following table outlines the minimum time specific documents regardless of their format are to be kept prior to destruction. The Executive Secretary and Treasurer shall identify those document which should be maintained and those for destruction. To the extent possible all records shall be maintained electronically either on the Association website or by the Executive Secretary as appropriate. The President shall approve the final destruction of (Note: Because statutes of limitations and state and government agency requirements vary from state to state, ASPCRO should carefully consider its requirements and consult with legal counsel before adopting a new Document Retention and Destruction Policy.)

 

Type of Document	Minimum Requirement
Bank statements	3 years
Constitution, By-laws, and other Corporate Charter-related documents (originals and amendments)	Permanently
Committee Reports	Permanently
Contracts (mid and end-of-year meetings; workshops; trainings; and associated activities)	7 years from conclusion
Correspondence (general including Membership; speakers; sponsors; and affiliate groups)	2 years
Correspondence (legal and important matters including official Association comments or positions or similar on pesticide related issues)	Permanently
Employment application (Executive Secretary)	7 years
Expense analyses/expense distribution schedules	7 years
Year-end financial statements	Permanently
Insurance records, current accident reports, claims, policies, and so on (active and expired)	Permanently
Internal audit reports	3 years
Membership Records	7 years
Meeting Minutes	Permanently
Payroll records and summaries	7 years
Personnel files (Executive Secretary)	7 years
Receipts for major purchases	3 years
Reimbursements for Travel	3 years
Tax returns, forms and related documents	Permanently
Resources, intellectual property, and similar developed by Association.	Permanently

VII. Review of By-laws, Administration Policies & Other ASPCRO Governing Documents – The Board shall review all governing documents of the Association at least every two years and make any changes deemed appropriate for the benefit of the organization and its members.

 

Official Printable Copy

 

(Note: An official printable copy is available in a link at the end of this document.)

GENERAL

The Association of Structural Pest Control Regulatory Officials (ASPCRO) Board of Directors, Committee Chairs, Committee Members and Ad Hoc Work Groups willingly lend their knowledge, skills, and abilities to the association in the furtherance of its mission. The primary role of a nonprofit board is the governance of the organization including the fiduciary responsibility of the organization. This includes establishing the structure, policies, and plans that guide the board and staff members in fulfilling the organization's mission. The Board of Directions act in a manner that is in the best interests of the corporation as opposed to in his or her personal interest. Board Members are expected to:

• Put the interest of the organization first and not use his or her position as a director for the benefit of personal or business interest;
• Stay informed about the affairs of the corporation;
• Attend and participate in board meetings;
• Support decisions of the board; and
• Maintaining the confidentiality of the corporation’s business information and operations as appropriate.

Except for the Executive Secretary, no compensation is provided to the association leaderships. The primary duties and responsibilities of each position are outlined below.

BOARD OF DIRECTORS RESPONSIBILITIES

President 

• Represent the association at meetings, workshops, training and other events; (or, if unavailable, designate alternate) including but not limited to:
  • Association of American Pesticide Control Officials (AAPCO) Annual Meeting;
  • Biannual Full SFIREG Meetings;
  • All other events in which ASPCRO has designated a representative, including activities involving:
    • US Environmental Protection Agency (EPA)and other federal agencies;
    • National Pest Management Association (NPMA);
    • American Association of Pesticide Safety Educators (AAPSE);
    • The Pesticide Stewardship Alliance (TPSA);
    • Responsible Industry for Sound Environmental (RISE); and
    • National Association of State Departments of Agriculture (NASDA).
• Preside over mid-year and annual Board of Directors Meetings and Annual Report to the Membership;
• Approve final agendas for mid-year and end of year Board of Directors Meeting and Annual Report to the Membership;
• Conduct a minimum of two Board of Directors Meetings in addition to the mid and end-of-year meetings;
• Assign Committee Chair(s) and approve committee membership;
• Create issue specific Ad Hoc Work Groups, as appropriate;
• Serve as Ex-Officio member of all committees;
• Provide state lead agency perspective and prepare and submit any written comments, concerns, support, etc. on behalf of ASPCRO to EPA, industry, etc.; and
• Primary point of contact for all association issues.

Vice President

• In the absence of the President, act on behalf of the President assuming all duties and responsibilities;
• Serve as Chair of Planning Committee (see Planning Committee Guidance); and
• Ensure mid-year and annual meeting information is current and available on the association’s website.

Treasurer

•  Maintain association accounts including bank account, certificate of deposit, and credit card;
• Process travel reimbursements for board, committee chairs, and others;
• Serve on Planning Committee;
• For Mid-Year and End-Of-Year Board of Directors Meeting and Annual Conference:
  • Provide and present Treasurer reports to Board of Directors and Annual Report to the Membership including:
    • Current account balances;
    • Status of Sponsorships;
    • Revenue and expense reports for current and three previous calendar years; and
  • Create ad hoc reports as
• Provide onsite registration processing assistance;
• Review final invoices for all meetings and ASPCRO sponsored events to ensure accuracy;
• Ensure final invoices are paid in full and in a timely manner;
• Maintain all financial records in keeping with the Records Retention Policy;
• Ensure Association federal income tax form(s) is submitted annually as required; and
• Maintain Association 501(c) (6) status.

Secretary

• For mid-year and end-of-year Board of Directors Meetings:
  • Provide written minutes of all Board of Directors meetings;
  • Distribute all meeting materials to Board members prior to the meetings;
  • Present previous Board of Directors meeting minutes for approval;
  • Forward draft and final meeting minutes to the Executive Secretary to be posted.
• Provide written minutes of Annual Report to the Membership. Forward draft and final meeting minutes to the Executive Secretary to be posted
• Prior to the mid-year and annual of Directors meetings:
  • Request mid-year and annual reports from all Committee Chairs;
  • Verify attendance and presentation at the mid-year and annual meetings or
  • Request agenda items from President and
  • Prepare draft agendas for mid-year and annual Board of Director’s meetings;
  • Prepare draft agenda for Annual Report to the Membership.
  • Submit draft agendas to Board members for review.
• Draft resolutions for annual meeting:
  • Host state;
  • Meeting sponsors; and
  • Others as appropriate.

Immediate Past-President

• Provide perspective on previous Board actions and activities;
• Actively participate in all Board of Directors Meeting and Annual Report to the Membership;
• Participate on committees as assigned;
• On boarding of new board members; and
• Complete other projects as assigned.

At-Large Member

• Actively participate in all Board of Directors Meetings and Annual Report to the Membership;
• Participate in all Board sponsored activities;
• Keep abreast of issues impacting the regulation of pesticides and pest management for structural industry;
• Present relevant issues to Board;
• Review all draft minutes, committee reports and other information prior to all meetings;
• Participate on committees as assigned; and
• Provide leadership for ad hoc work groups as requested.

Executive Secretary

• Maintain website including current listings for:
  • Executive Board
  • Committee Chairs and Members
  • Member States, Tribes, and Territories
• Post all draft and final minutes for mid-year and end-of-year Board of Directors Meetings and Annual Report to the Membership;
• Post all Committee Reports and relevant resource materials;
• Post mid-year and end-of-year meeting information;
• Submit and present a written report outlining accomplishments and activities for current year to date, and current membership;
• Maintain distribution lists for
  • States, Tribes, and Territories
  • Interested Parties
• Maintain historical documents as appropriate;
• Coordinate mid-year and end-of-year meeting registrations with on-line registration company,
• Coordinate with the Planning Committee Chair and President to ensure effective communication on the progress of registrations for the mid-year and end of year meetings;
• Working collaboratively with Planning Committee and Planning Committee Chair in securing hotel contracts for both mid and end-of years including all contract
• Attend both mid-year and annual meetings; participate in conference calls and other special meetings of the Board, Committees or other groups as appropriate;
• Assist host state onsite during mid-year and annual meetings, including ,for example, staffing of registration desk;
• Review and recommend on line and other business solutions to assist Association in meeting its goals;
• Maintain Past President and Hall of Fame Awards (plaques);
• Upon selection of Hall of Fame and Presidential Awardees, have plaques and certificates as appropriate made and sent to annual meeting Location.

Committee Chairs

• Conduct meetings of the Committee;
• Working with Committee Members, identify pertinent issues for research and development;
• Identify potential issues for collaboration with other Committees;
• Present and make recommendations for action to the Board in a timely manner;
• Communicate assignments from Board to Members;
• Submit and present a written report outlining the committee’s accomplishments at both mid-year and annual Board of Directors Meetings and during the Annual Report to the Membership. Committee Membership
• Notify Board of committee member changes;
• Recommend committee members to the Board for consideration ensuring a representative membership including state/tribal/territorial pesticide regulatory officials; federal or local pesticide regulatory officials; pesticide safety educators; academia; and members of the regulated industry as well as all other interested parties as appropriate;
• Provide committee member updates to the Executive Secretary; and
• Submit appropriate resources to be posted on the association website to Board for review and approval.

Committee Members 

• Actively participate in all Committee Meetings;
• Stay abreast of issues impacting the regulation of pesticides and pest management in the structural industry; and
• Assist in the research and development of Committee specific issues.

Ad Hoc Work Groups 

• Actively participate in all Workgroup meetings; and
• Research and develop issue(s) within the established time frame.

Official Printable Copy

(Note: An official printable copy is available in a link at the end of this document.)

ARTICLE I.

NAME-OFFICES

Section 1. Name and Purposes: The name and purposes of the Corporation are set forth in the Articles of Incorporation.

Section 2. Offices. The principal office of the Corporation shall be in Las Cruses, New Mexico at an address designated by the Board of Directors. The principal office may be at the residence of any officer of the Corporation. The Corporation may also maintain offices at such other places as the Board of Directors may from time to time determine.

 

ARTICLE II.

MEMBERS & MEETINGS OF MEMBERS

Section 1. Members. The Corporation shall have members such members being chief structural pest control regulatory officials, or equivalent officials from any of the 50 United States of America, the District of Columbia, Tribes and Territories or such official’s designees.

Section 2. Classes of Members. There shall be only one class of members.

Section 3. Eligibility. Membership in the Corporation shall be limited to any chief structural pest control regulatory official, or equivalent official from any of the 50 United States of America, the District of Columbia, Tribes and Territories or such designee who shall have timely paid the requisite annual membership dues as provided herein. Provided, however, that the Board of Directors, within its discretion may grant membership to any individual, notwithstanding the stated eligibility requirements. The benefits of membership shall be extended to structural pest control regulatory official’s or equivalent official’s agency.

The Board of Directors shall have the right to deny or terminate the membership of any individual, or to deny access to or participation in the programs or services of the Corporation, if such individual fails to meet the qualifications for membership, or engages in activities which are contrary to the interests of the Corporation.

Section 4. Election. Individuals shall not be elected for membership by the membership at large, but shall be considered members in good standing immediately upon satisfying the eligibility requirements set forth in Section 3.

Section 5.  Rights of Members.  Membership shall entitle Members to participate in the programs of the Corporation with the rights and benefits that are accorded to Members from time to time and to elect members of the Board of Directors of the Corporation.

Section 6. Annual Meetings. The annual meetings of the Corporation shall be held at a time and place as determined by the Board of Directors or any committee created for such purpose. Written notice of the time and place of these meetings shall be provided at least 10 days in advance, and may be given by mail through the United States Postal Service or electronic transmission via any provider authorized by the Corporation. . Failure of notice to any member shall not invalidate the meeting or any action taken there.

Section 7. Special Meetings. Special Meetings of the Corporation shall be held whenever called by the Board of Directors acting within its discretion or upon receiving a petition signed by ten or more members requesting that a special meeting be convened. Written notice of the time and place of any special meeting shall be provided at least 10 days in advance, and may be given through the United States Postal Service or electronic transmission via any provider authorized by the Corporation.

Section 8. Quorum and Voting. A majority of the members as of the date of such meeting shall constitute a quorum for the transaction of business, and all actions of the Corporation shall be taken by a majority vote. At the President’s discretion, or by the indication of a majority of the Board of Directors, proxy voting, including a written ballot, a roll call, an e-mail ballot, or Internet voting may be utilized for member voting purposes.  Only one vote per State, Tribe, Territory or the District of Columbia is permitted

Section 9. Dues. Dues shall be paid by all new and current members of the Corporation in an amount determined at any annual or special meeting of the Corporation.

 

ARTICLE III.

BOARD OF DIRECTORS

Section 1.  Classes.  There shall be only one class of Directors.

Section 2.  Role/Number:  The business and affairs of the Corporation shall be governed by a Board of Directors, which shall be composed of no more than eight (8) persons and no fewer than five (5) persons.

Section 3. Election. The business and property of the Corporation shall be managed and controlled by a Board of Directors. The Directors shall serve until the expiration of their terms of office or until the election and qualification of their respective successors, or as otherwise provided in these Bylaws for filling vacancies. The Directors, other than the initial Board of Directors, shall be elected biennially and shall be chosen by a simple majority vote of the members in good standing. The newly elected Directors shall be announced at the annual meeting during the Annual Report to the Membership.

Section 4. Term:  Each Director shall hold office for a term of two years or until a successor is duly elected.  No person shall serve more than three (3) consecutive full terms on the Board of Directors.  Persons serving an initial term of less than two (2) years may serve for three (3) additional two-year terms.   After serving the maximum time allowed, a person may again serve after being off the Board of Directors for one year.

Section 5. Annual Meetings. The time and place of the annual meetings of the Board of Directors year shall coincide with the annual meeting of the members of the Corporation. Written notice of the time and place of these meetings shall be provided at least 10 days in advance, and may be made by mail through the United States Postal Service or electronic transmission via any provider authorized by the Corporation.

Section 6. Special Meetings Notice. Special meetings of the Board of Directors shall be held whenever called by the President or at least three (3) members of the Board of Directors at such time and place as may be specified in the notice. Notice of such special meetings shall be given to each director at least 48 hours before the day on which the meeting is to be held and may be given orally or in writing.  Failure of notice to any member shall not invalidate the meeting or any action taken at the meeting.  Business transacted at special meetings shall be confined to the purposes of the meeting stated in the notice of the meeting.

Section 7.  Executive Session: At any meeting of the Board of Directors, where a quorum is present, the Board of Directors may, by a majority vote, decide to enter an executive session in which only voting Directors may be present.  The decision to enter executive session shall be recorded in the minutes, and actions taken may be recorded in the minutes. Executive session minutes may be kept separately and confidentially, and need not include the discussion, only actions taken.

Section 8. Meetings by Telephone Conference Call. All meetings may be held by telephone conference call or other similar telecommunications equipment by means of which all persons participating in the meeting can hear or understand each other at the same time. Participation by such means shall constitute in person presence of the Directors at the meeting.

Section 9. Quorum and Voting. A majority of the Directors shall constitute a quorum for the transaction of business.,  Except as otherwise provided in these bylaws, decisions of the Board of Directors shall be by vote of a majority of those present assuming a quorum, but not less than one-third (1/3) of the Directors then serving.  Each Director shall have one vote.  Directors may vote only in person. There shall be no proxy voting.

Section 10. Vacancies. Any vacancy in the Board of Directors may be filled for the unexpired portion of the term by a majority vote of the remaining Directors, at any meeting of the Board of Directors where notice of the action is provided in advance.

Section 11. Removal of Directors. Any director may be removed by the affirmative vote of two- thirds of the full Board of Directors, in person at any regular or special meeting called for that purpose, with or without cause. Any such director proposed to be removed shall be entitled to at least five (5) days’ notice in writing by mail of the proposed removal and of the meeting time and place at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

Section 12.  Resignation:  A Director may resign by submitting a written resignation to the President or to the other Directors, if the resigning Director is the President. Failure to attend three (3) consecutive Board of Directors meetings without excuse shall constitute a resignation from the Board of Directors.

Section 13. Chair. At all meetings of the Board of Directors, the President or in his/her absence, the Vice-President, or in their absence, a chair chosen by the Directors present, shall preside.

Section 14. Compensation. Directors shall not receive any compensation for their services. Provided, however, that Directors shall be entitled to advance payment of or reimbursement for any expenses incurred on behalf of the corporation.

Article IV.

OFFICERS and EXECUTIVE COMMITTEE

Section 1. Number, qualifications, election and Term of Office. 

a. The Board of Directors shall be comprised of President, a Vice-President, a Secretary, a Treasurer, the Immediate Past President and three (3) At Large Members.

b. The Officers of the Corporation shall consist of a President, a Vice-President, a Secretary, and a Treasurer The same person may hold any two offices, except those of President and Vice-President

c. The Executive Committee shall consist of the Immediate Past President, President and three (3) At Large Members.

d. Each Director shall hold office for two years, except as may previously be determined in the notice of his/her election, which determination shall be made by the Board of Directors or by a nominating committee at the time of nomination, and shall serve until his/her successor shall have been elected and qualified.

e. With the exception of the Treasurer, Officers serve successive terms in ascending offices, as elected every two years culminating in serving as Vice President in the 3rd year, President in the 5th year; and Immediate Past President in the 7th year after being elected as Secretary.

f. At-Large Members having completed his/her two (2) year term shall be eligible for re-election to the Board of Directors as an Officer or member of the Executive Committee.

Section 2. Vacancies. A vacancy in any office, not otherwise provided for, may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

Section 3. President. The President shall preside at and conduct all meetings of the Board of Directors and of the Executive Committee.  The President may sign all contracts and agreements in the name of the Corporation after they have been approved by the Board of Directors; serve as the representative of the Corporation in meetings and discussions with other organizations and agencies; and otherwise perform all of the duties which are ordinarily the function of the office, or which are assigned by the Board of Directors.

Section 4. Vice-President. The Vice-President shall perform the duties of the President if the President is unable to do so or is absent; perform such other tasks as may be assigned by the Board of Directors and, at the request of the President, assist in the performance of the duties of the President.

Section 5. Secretary. The Secretary shall keep accurate records and minutes of all meetings of the Corporation; make available minutes of the previous meeting and distribute them in advance of each meeting; cause to be delivered all notices of meetings to those persons entitled to vote at such meeting; and maintain the minutes and a current listing, with contact information, of the Directors at the office of the Corporation. These responsibilities may be delegated, where appropriate.

Section 6. Treasurer. The Treasurer shall ensure there is timely and adequate management of financial resources and reporting to enable the Board of Directors to monitor the organization’s financial resources. The Treasurer shall advise the Board of Directors of any significant financial matters that require action by the Board of Directors.  If required, the Treasurer shall ensure that the Board of Directors engages a qualified auditor for an annual examination of the financial statements. The Treasurer shall serve as a member of the Finance Committee and may serve as the chair of the Finance Committee.

Section 7. Removal of Officers.  Any officer may be removed from office by the affirmative vote of two-thirds of the full Board of Directors, at any regular or special meeting called for the purpose, with or without cause. Any such officer proposed to be removed shall be entitled to at least five (5) days’ notice in writing by mail of the proposed removal and of the meeting time and place at which such removal is to be voted upon and shall be entitled to be heard at such meeting.

Section 8. Resignation of Officers.  An officer may resign by submitting a written resignation to the President or Secretary or to the other Directors, if the resigning officer is the President.

Section 9. Checks and Bond. The President, Vice-President, Treasurer, or any other officer designated by the Board of Directors, shall be authorized to sign checks and drafts of the Corporation. They shall not be required to give bond for the faithful discharge of their duties.

Section 10. Vacancies. Any vacancy in any office shall be filled by the Board of Directors at any regular or special meeting and any Director so elected shall fulfill the term of his/her predecessor.

ARTICLE V.

 Section 1. Committees. The Board of Directors may appoint from its members or the members at large of the Corporation, any committee and delegate to that committee any and all duties allowed by the laws of the State of New Mexico. The Board of Directors may not delegate to committees the following powers: with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by the committee amending, altering or repealing the bylaws; electing, appointing or removing any member of any committee or any director or officer of the corporation; amending the articles of incorporation, restating articles of incorporation, adopting a plan of merger or adopting a plan of consolidation.

Section 2. Selection of Committee Members. The President shall appoint committee members as he/she deems necessary. The President shall designate one member of the committee as Chair. The Chair of the Committee shall coordinate the activity of the Committee and report back to the Board of Directors on the activities of the Committee. The Chair shall serve a term of no more than three years and may not serve consecutive terms, unless approved unanimously by the Board of Directors.

Section 3. Advisory Board. The Board of Directors may appoint from persons interested in the work of the Corporation an Advisory Board consisting of as many individuals as in their judgment will serve to benefit the Corporation, and the number may be increased or diminished from time to time as the Board of Directors shall direct. These Advisory Board members will be appointed each year by the Board of Directors and may serve an unlimited number of consecutive terms. Each year the Board of Directors shall appoint a Chair of the Advisory Board from among the Advisory Board members to serve for a term of one year. The Advisory Board from time to time shall consider and make recommendations concerning such questions as may be submitted to them by the Chair; and the Board of Advisors, or any of its members to selected, shall be privileged to be present at, and participate in the discussions arising at meetings of the Board of Directors to which they are invited by the Board of Directors. Members of the Advisory Board shall not have voting rights on the Board of Directors, and do not serve as fiduciaries of the organization.

 

ARTICLE VI.

APPOINTED OFFICERS AND STAFF:

(a) The Board may appoint a staff person with a title appropriate to the functions of that staff person.  If the appointed staff member is a chief executive officer, other staff shall be appointed by the chief executive officer.

(b) The Board may delegate duties and customary authority to the appointed staff person.  The duties and authority delegated shall be memorialized in written job descriptions.

(c) The appointed staff person shall be subject to hire and termination by the Board.  If a chief executive officer is appointed, other appointed staff shall be subject to hire and termination by the chief executive officer.

(d) Except when the Board is meeting in executive session, the appointed staff may attend and participate in meetings of the Board and of committees as staff to the Board and the committees but shall not be entitled to a vote.

 

ARTICLE VII

CONFLICT OF INTEREST:

The Board of Directors shall adopt a conflict of interest policy that covers Board of Director members, staff members, and volunteers with significant decision-making authority with respect to the resources of the organization. The conflict of interest policy should identify the types of conduct or transactions that raise conflict of interest concerns, set forth procedures for disclosure of actual or potential conflicts, and should provide for review of individual transactions by the uninvolved Directors.  Approval by the disinterested Directors shall be by vote of a majority of Directors in attendance at a meeting at which a quorum is present.  An interested party shall not be counted for purposes of determining whether a quorum is present, nor for purposes of determining what constitutes a majority vote of Directors in attendance.  The policy should also require that the minutes of the meeting shall reflect that the conflict disclosure was made, the vote taken and, where applicable, the abstention from voting and participation by the interested party.

ARTICLE VIII.

INDEMNIFICATION:

The Corporation shall indemnify its Directors and officers to the fullest extent permitted by state and federal law including the payment of related legal expenses.

ARTICLE IX.

FISCAL YEAR:

The fiscal year of the Corporation shall be from January 1st to December 31st.

 

ARTICLE X

 AMENDMENTS

The Bylaws may be amended by the majority approval of the members at any regular or special meeting. Any proposed amendment(s) must be submitted to the Members in writing with written notice of the meeting to decide on the proposed amendment(s) at least ten (10) days prior to the meeting date.

 

ARTICLE XI.

 

DISSOLUTION: The Corporation may be dissolved by the Board of Directors adopting a resolution recommending that the Corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting.  Written notice stating that the purpose or one of the purposes, of the meeting is to consider the advisability of dissolving the corporation shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in the Nonprofit Corporation Act for the giving of notice of meetings of members.  A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast.

In the event of dissolution, the Board of Directors shall dispose of all of the net assets of the Corporation exclusively to such organization(s) which are organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization under section 501(c)(3) of the Internal Revenue Code.  Any remaining assets not disposed of by the Board of Directors shall be disposed of by the Court in the jurisdiction in which the principal office of the Corporation is then located, exclusively for such purposes or to such organizations.

 

 

Adopted by the Board of Directors this 6th day of August 2020

 

    Ryan Okey                                     8/6/2020

President                                             Dated

 

I, the undersigned, being Secretary of the Corporation, hereby certify that the above is a true, complete and accurate copy of the Bylaws adopted by the Board of Directors.

 

    Allison Cuellar                               8/6/2020                           

Secretary                                             Dated

Amended 8/6/2020

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