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(1) provision of public access to information;3. La Plaza shall have all powers enumerated herein and all powers enumerated in the New Mexico Non-profit Corporation Act.
(2) promotion and development of programs to educate the public in the use of telecommunications;
(3) research, development, implementation and maintenance of a telecomputer network; and,
(4) receipt and administration of funds for charitable, educational, and/or scientific purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code. Such funds may include, but are not limited to, dues, grants, fees, gifts and bequests.
a. Voting Membership. Individuals having attained the age of eighteen (18) years and who hold a valid La Plaza e-mail account may become Voting Members by joining the lpgovern mailing list. Members in good standing are entitled to vote in the annual election of Directors, and upon any other matters properly brought before the annual meeting or any special meetings of the Members, and are entitled to enjoy all of the other privileges of Membership.5. ANNUAL MEETING. The Annual Meeting of the Membership of La Plaza shall be held on the second Tuesday of November of each calendar year. Election of the Board of Directors and voting on any other proposals brought before the Membership shall take place during a one week balloting period beginning on the first Tuesday of November of that year. Announcement of election results, presentation of the yearly financial report, presentation of annual reports of committees, and any other business included in the Agenda of the Annual Meeting, shall take place at the Annual Meeting. The Annual Meeting shall be held at a location determined by the Board of Directors.
b. Junior Membership. Individuals who have not attained the age of eighteen (18) shall have all the privileges of Membership except that of voting.
c. Corporate Membership. Partnerships, Corporations, Limited Liability Companies, Foundations, and Associations shall have all the privileges of Membership except that of voting.
d. Honorary Membership. Honorary Membership may be conferred by a majority vote of the Board of Directors upon any Member who has made significant contribution or provided exemplary service to La Plaza. Honorary Members may be exempted from payment of all or part of any dues or fees for a term set by the Board of Directors, and shall enjoy all of the privileges of Membership of the class from which they were named. Honorary Membership may be declined by the recipient, and may be revoked by the Board of Directors at any time, with or without cause.
a. Number of Members and Length of Terms. The Board of Directors shall consist of not less than three (3) and no more than nine Members of La Plaza each to be elected for a three (3) year term. The terms of the Board of Directors shall be staggered so that approximately one-third (1/3) of the Directors' terms expire each year. Elections for the Board of Directors shall be held once a year at the Annual Meeting. The elected Members of the Board of Directors shall serve until the election and qualification of their successors.3. REPLACEMENT OF BOARD MEMBERS.
b. Nominations. The Nominating Committee shall present a list of nominees for election to the Board of Directors to the President and the Board of Directors at least thirty (30) days prior to the Annual Meeting. The committee shall propose as nominees a number of candidates greater than the number of positions open, if possible. The Board of Directors shall have final approval of the candidates nominated for the ballot.
c. Requirements of nominees. Each nominee must submit to the nominating committee a written or electronically transmitted document which includes: a statement of acceptance of the nomination and willingness to assume the duties and responsibilities of Board Membership if elected; a statement of the nominee's qualifications; and a statement of purpose in accepting the nomination. Nominees who are employees of La Plaza must additionally stipulate that they will terminate their employment with La Plaza Telecommunity upon their election to the Board of Directors.
d. Balloting and Election. Balloting shall be done by secret ballot with each Voting Member casting votes for individual nominees equal to the number of positions open. The President shall appoint a committee to count all ballots cast. The nominee receiving the largest number of votes will fill the first open position, the nominee receiving the next largest will fill the second open position, and so on until all open positions are filled. In the event of a tied vote for the last open position, the outcome shall be determined by a runoff election between the nominees with equal numbers of votes. In the event of a tied vote between two or more nominees who will fill positions in any case, the outcome, if necessary, shall be determined by lot.
e. Assumption of Office. Newly elected Members of the Board of Directors shall take office at the next regular meeting of the Board following their election.
f. Compensation of Directors. No member or Officer of the Board of Directors (other than the Executive Director) may be compensated for his or her services, and no Director or Officer (other than the Executive Director) shall be a salaried employee of La Plaza. Members of the Board of Directors may apply to the Board for reimbursement of expenses incurred in connection with the performance of their official duties.
a. Should any Member of the Board of Directors fail to attend three (3) meetings without due cause, the President may declare his or her position vacated and a successor shall be elected by a Majority of the Board of Directors to fill the vacancy until the next annual election.4. MEETINGS OF THE BOARD OF DIRECTORS
b. A Member of the Board of Directors may be removed at any time by a vote of three-fourths (3/4) of the remaining Directors, or by an affirmative vote of two-thirds (2/3) of the voting Members at a meeting of the Members called for that purpose.
c. Should any Member of the Board of Directors resign or otherwise terminate or have terminated his Membership on the Board of Directors, a successor shall be elected by a majority of the Members of the Board of Directors. Replacement Members of the Board of Directors serve only until the next annual election.
a. Regular Meetings. Meetings of the Board of Directors shall be held at least once a month at a time and place to be designated by the President. Regular meetings of the Board of Directors shall be open to attendance by Members.5. ORDER OF BUSINESS. The order of business at any regular meeting of the Board of Directors shall be in accordance with the Agenda for that meeting, which shall have prior approval of the President.
b. Special Meetings. Special meetings may be called at any time by the President, or by any two voting Members of the Board of Directors. Special meetings shall be held at a time and place to be designated by the President.
c. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all of the Members of the Board of Directors consent in writing or electronic transmission to the adoption of a resolution authorizing the action.
d. Remote Participation. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of a conference telephone call or telecommunications equipment allowing all Members of the Board of Directors participating in the meeting to hear or see communications from each other. Participation by such means shall constitute presence in person at portions of, or for the entire meeting, if documented in the minutes of the meeting.
e. Executive Sessions. The Board of Directors may move into executive session at any meeting of the Board of Directors. All persons other than Members of the Board of Directors and their designates are excluded from an executive session. The proceedings within an executive session are not public and are not on the record of the meeting of the Board of Directors. No formal action may be taken in executive session.
f. Meeting Notice. Written notice stating the place, day and hour of a Regular or a special meeting of the board shall be delivered to directors by electronic message or other means as directed by the President not less than three days prior to the meeting. Attendance of any director at any meeting shall constitute a waiver of notice of the meeting except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. In the event of a Regular meeting, notice shall be delivered to members by electronic message or other means as directed by the President not less than three days prior to the meeting, excepting that a previously published schedule clearly showing the meeting date and location shall constitute valid notice.
a. The President shall be the Chief Executive Officer and shall preside at all meetings. The President shall, subject to approval of the Board of Directors, appoint chairpersons of committees and committee members as required. The President shall be an Ex-Officio Member of all committees except the Nominating Committee, and shall be empowered, with the Secretary, to sign contracts and obligations of La Plaza after approval of the Board of Directors, and perform other such duties as are required to govern effectively.3. EXECUTIVE COMMITTEE
b. The Vice-President shall, in the absence of the President, perform the duties and exercise the powers of the President, and perform such other duties as the Board of Directors or the President shall prescribe. The Vice-President is charged with the duty of coordinating the activities of the Board of Directors and committees.
c. The Secretary shall keep or cause to be kept the minutes of all meetings and shall have charge of such records as the Board of Directors may direct. The Secretary shall also insure that notice of all meetings is published and/or sent to the appropriate parties, and shall keep a register of all Members and their addresses and telephone numbers, and perform all other duties incident to the office of Secretary.
d. The Treasurer shall prepare or cause to be prepared an annual budget for approval by the Board of Directors. During the term of his or her office, the treasurer shall supervise the execution of the budget for the Board of Directors. The Treasurer shall keep the Board of Directors informed of the financial status of La Plaza and make such recommendations as necessary. The Treasurer shall arrange for an annual review of La Plaza's books of account. The fiscal year for La Plaza shall be the calendar year.
e. The Executive Director shall be responsible for the administration and conduct of the business and affairs of the corporation pursuant to guidelines established by the Board of Directors, these Bylaws, the Articles of Incorporation, and the Laws of the State of New Mexico. The Executive Director shall have full authority for the direction of the employees of the corporation. The Executive Director shall be compensated in a manner and amount to be determined by the Board of Directors. The Executive Director shall be an Ex-Officio Member of the Board of Directors, without vote.
a. The Executive Committee shall be composed of the President, Vice-President, Secretary, and Treasurer of La Plaza.4. RESIGNATION OR REMOVAL OF OFFICERS. Any Officer may resign by written notice delivered to the President or Secretary. The acceptance of such resignation shall not be necessary to make it effective, unless required by the terms thereof. Any Officer may be removed at any time with or without cause by a majority vote of the Board of Directors.
b. The Executive Committee shall, between all regular meetings of the Board of Directors, have all singular rights, powers, and duties of the Board of Directors, except that the Executive Committee shall not:(i) authorize an expenditure of corporate funds in excess of Five Hundred Dollars;c. The Executive Committee shall report to the Board of Directors its action on any matter affecting the affairs of La Plaza at the next meeting of the Board of Directors.
(ii) amend the Bylaws, though they may recommend amendments;
(iii) enter into any contracts or agreements with third parties relating to the property or affairs of La Plaza for a period of time of more than one year; and/or
(iv) exercise any authority denied them by law.
d. Minutes of all Executive Committee meetings shall be prepared by the Secretary and submitted to the Board of Directors.
e. The Executive Committee shall review all contracts biannually.
f. Financial responsibility for the affairs of La Plaza rests with the Executive Committee. All disbursements of more than a sum to be determined by the Board of Directors shall be made by checks duly signed by the President or Vice-President and countersigned by the Secretary or Treasurer.
a. Nominating Committee. The Nominating Committee shall be a standing committee charged with evaluating candidates for the Board of Directors. The Nominating Committee shall submit a list of candidates for consideration prior to each election, and at other times as may be required. The Nominating Committee shall consist of not less than two voting members of the Board of Directors.
ARTICLE X. AMENDMENTS
Any portion of these Bylaws may be amended
by the approval of the majority of the Members at an Annual Meeting. Proposed
changes to the Bylaws must be submitted to the Board of Directors at least
sixty (60) days prior to the Annual Meeting. The Board of Directors shall
present such proposed changes to the Members for discussion to the Members
for discussion sixty (60) days prior to the annual meeting for a thirty
(30) day discussion period. Upon completion of the discussion period, a
final ballot shall be prepared for the Annual Meeting. Any amendment to
these Bylaws requires that an amended copy be filed with the New Mexico
State Public Regulation Commission or its successor and with the U. S.
Internal Revenue Service to assure continued qualification of La Plaza
as a bona-fide non-profit organization for tax purposes.
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