Governance and By-Laws
DRAFT
PEACE VILLAGE of Las Cruces, Inc. (CHILDRENS' CAMP INCORPORATED)
BY-LAWS
ARTICLE I. NAMES AND OFFICES
Section 1. Name: The name of this non-profit corporation in the State of New Mexico is Peace Village of Las Cruces, Inc. (Childrens' Camp Incorporated).
Section 2. Location: The principal office of the corporation in the State of New Mexico shall be located in Las Cruces, New Mexico.
Section 3. Agent in Charge: The overall agent in charge is the Chairperson (hereafter in this document Chairperson shall be construed as a single person or more than one person acting jointly) of the Board; the day to day operation of the Corporation shall be by such members of the Board or their delegates as may be appointed to specific tasks from time to time.
ARTICLE II. NATURE AND PURPOSE
Section 1. Purposes: The purpose for which this corporation is formed and for which it shall exist is to provide a day camp experience for children, concentrating on education specifically concerning the roots of violence and the teaching of non-violent conflict resolution skills. Such skills to be taught in a child-friendly, international, hands-on, group-involved atmosphere encouraging trust and respect.
Section 2. Nature: The nature of this corporation is a non-profit, non-religious organization which shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distribution in furtherance of its purposes. No member of the Board of Directors shall receive monetary payment other than the repayment of authorized expenses.
ARTICLE III MEMBERSHIP OF THE BOARD OF DIRECTORS
Section 1. Number of Members: Members of Peace Village Childrens' Camp, Incorporated, Board of Directors shall not be less than five (5) and not more that twelve (12). Members shall represent a cross section of expertise, the community and the supporting institutions or organizations and shall adhere to and promote and support the corporation's philosophy, which is to respectfully serve the client children by providing a sentiently supportive and stimulating atmosphere.
Section 2. Terms for Members: Each member shall serve a term of two (2) years (excepting upon incorporation when half of the Board members shall serve a term of one year) The members who will serve a one year term shall be chosen by lot or other acceptable method.
Section 3. Second Terms: A member may be re-elected for a second two year term, after which there must be at least a one year interval before such member may be eligible for a third or succeeding 2 year term.
Section 4. Vacancies: Vacancies of membership on the Board that occur in the period between elections shall be filled by appointment by the Board. Said appointment shall be in effect only until the next election, when any member so appointed shall be eligible for regular Board membership as determined in these By-Laws. The term of such appointment shall not be treated as the first year of a two year Board membership.
Section 5. Ex-Officio Members: The Board may invite up to three members whose terms of service have expired to serve in an advisory capacity as non-voting ex-officio Board members. Ex-officio members will be chosen during the annual meeting; there shall be no term limit for ex-officio positions.
Section 6. Voting: All members, except ex-officio members shall be voting members.
ARTICLE IV. MEETINGS
Section 1. Regular Meetings: Meetings shall be held regularly, preferably monthly, but no less than quarterly. The particular date of the next meeting will be determined at each Board meeting. Additional board meetings (in the months immediately prior to the camp ) shall be held (more frequently) at the instigation of the Chairperson and with the consent of the Board, as needed.
Section 2. Special Meetings: Special meetings of the Board for any purpose or purposes, unless otherwise prescribed by the By-Laws, may be called by the Chairperson of the Board of Directors and shall be called by the Chairperson at the request of not less that twenty five per cent (25%) of the Board of the Corporation entitled to vote at the meetings.
Section 3. Meeting Place: The Board of Directors may designate a place within the City of Las Cruces, as the meeting place for any regular meeting or for any special meeting called by the Chairperson, as long as each Board Member is notified at least seven (7) days prior to the meeting.
Section 4. Notices: Written notice, including, but not limited to e-mail, stating the place, day and hour of the meeting, and in the case of a special meeting the purpose or purposes for which the meeting is called , shall be delivered not less than seven (7) and not more than thirty (30) days before the date of the meeting, either personally, or by US mail, or by E-mail or by fax, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the member at his or her address as it appears on the books of the corporation, with postage prepaid, If by E-mail or fax, such notice shall be deemed to be delivered at the time of the electronic transmission of the information to the E-mail address or fax number of the member as it appears on the books of the corporation. Attendance at any meeting by a member shall constitute a waiver of the notice of the next meeting, but as a courtesy to Board members, a reminder notice may be sent at the discretion of the Chairperson.
Section 5. Definition of Quorum and Majority: A majority (one more than half) of the members of the Board of Directors who are eligible to vote, represented in person, shall constitute a quorum at a meeting of members. A quorum once attained at a meeting, shall be deemed to continue until adjournment, notwithstanding the voluntary withdrawal of enough members to leave less then a quorum. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on the subject matter, shall be the act of the members.
Section 6. Voting: Each member entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of the members. All Board members are voting members. Electronic communication, including E-mail and fax, may be used in voting.
Section 7. Cumulative voting: Cumulative voting shall not be permitted.
Section 8. Absences: Any Board member who is absent for three (3) meetings without notification to the Chairperson or other Board member, shall be deemed to have resigned his or her membership and the Board shall then fill the vacancy in accordance with the By-Laws concerning the selection of Board members.
ARTICLE V. ELECTIONS
Section I. Election Date: Elections shall take place annually during the September meeting unless designated otherwise.
Section 2. Election Committee: Not less than thirty (30) days prior to the date of the election, the Board shall appoint a minimum of three (3) members as electors to serve as members of the election committee. The committee's function shall be to accept nominations, poll the nominees to determine their eligibility and willingness to serve, review the propriety of the election, and validate the results of said election.
Section 3. Nominations: Nominations for new members of the Board and Officers shall be accepted from thirty (30) days prior to the election until ten (10) days prior to the election. The nominees shall be polled after the closing of the nominations to determine the final participants. At least five (5) days prior to the election, the names of the eligible and willing nominees shall be presented to the Board members for their consideration.
ARTICLE VI. OFFICERS
Section 1. Definition of Officers: The Officers of the corporation, elected from among the members of the Board of Directors, shall be a Chairperson, a Vice Chairperson, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. The offices of Vice President and Treasurer may be held by the same person, but the persons who serve as Chairperson and Secretary may not hold another office coterminously. Such other Officers and assistant Officers as deemed necessary may be elected or appointed by the Board of Directors.
Section 2. Election of Officers: Elections will take place at the annual September meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Officers are elected for one-year terms and may be re-elected. Each officer shall hold office until a successor is duly elected and qualified, or until his/her resignation, or until his/her death or until his/her removal from office in the manner hereinafter provided.
Section 3. Removal of Officers: Any Officer or agent elected or appointed by the Board of Directors may be removed from office by the Board whenever, in the Board's judgement, the best interest of the Corporation would be served thereby, but any such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Election or appointment of an Officer or an agent shall not of itself create any contractual right or rights.
Section 4. Vacancies: A vacancy in any office caused by the death, resignation, disqualification, removal or otherwise, may be filled by the Board of Directors for the unexpired portion of the relevant term.
Section 5. Duties of the Chairperson: The Chairperson shall preside at all the meetings of Board of Directors. The Chairperson shall be knowledgeable of the general operations of the Corporation and shall serve as an ex-officio member of all committees. The Chairperson shall represent the Corporation when necessary, for the purpose of public relations, or after consulting with the Board may designate another person to do so. The Chairperson shall perform all duties incidental to the office of Chairperson and such other duties as shall be prescribed by a majority of the members of the Board.
Section 6. Duties of the Vice-Chairperson: In the absence of the Chairperson the Vice-Chairman shall perform the duties of the Chairperson, and when so acting, shall have all the powers and be subject to, all the restrictions upon the Chairperson. The Vice-Chairperson shall perform such other duties as may from time to time be delegated to him/her by the Chairperson or by the Board of Directors. In the event the Chairperson resigns, the Vice-Chairperson shall move up to the position of Chairperson. And a new Vice-Chairperson shall be elected by special election; likewise, any other vacancy of an Office shall also be filled by special election.
Section 7. Duties of the Secretary: The Secretary shall: (a) keep the minutes of the Board of Directors meetings in one or more books provided for that purpose: (b) provide notices in accordance with the provisions of these Bye-Laws or as required by Law; (c) be custodian of the corporate records and custodian of the Seal of the Corporation, and affix such Seal to all documents authorised for execution on behalf of the Corporation; (d) keep a register of the post office address, E-mail address, and fax number, as appropriate, of each member of the Board of Directors as provided by them; (e) record all of the notes of the Corporation and the Board of Directors in a book to be kept for that purpose; and, (f) perform all duties incident to the office of Secretary, and such other duties as may from time to time be delegated to the Secretary by the Chairperson or the Board of Directors.
Section 8. Duties of the Treasurer: The Treasurer shall report the current financial standing of the Board of Directors. The Treasurer shall make sure that the Corporation books are audited regularly as required, and perform such other duties as from time to time may be delegated to the Treasurer by the Chairperson or the Board of Directors. Prior board approval will be required for expenses in an amount over Five Hundred Dollars shall require board approval.
ARTICLE VII. CONFLICT OF INTEREST
Section 1. Declaration: When a real or apparent conflict of interest arises for any Board member in the course of corporate business, that person shall declare the conflict immediately for the record. Conflicts may be declared at any time in any meeting.
Section 2. Request for Guidance: In the event that a Board member is in doubt as to whether he/she may have a conflict of interest in a matter to be voted upon, that individual shall request guidance from the Chairperson. The Chairperson shall rule directly or upon the vote of the Board on the status of the conflict.
Section 3. Challenge: Any person, or any Board, or a Committee member may enquire as to whether any individual on the Board has a conflict of interest. Upon challenge of the conflict of interest status of such individual, the Chairperson shall rule, either directly or upon vote of the Board on the status of the conflict.
Section 4. Concealment: Willful concealment of conflict of interest on the part of any member in a matter before the Board shall be grounds for removal for cause.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the Corporation shall be the calendar year. The annual meeting shall be in September.
ARTICLE IX. WAIVER OF NOTICE
Unless otherwise provided by Law, whenever any notice is required to be given to any member of the Board of Directors under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed to be equivalent to the giving of such notice.
ARTICLE X. INDEMNIFICATION
Section 1. Extent of Indemnification: The Corporation will indemnify a member of the Board of Directors against reasonable expenses, costs and attorney's fees actually and reasonably incurred by the director in connection with the defense of and action, suite or proceeding, civil or criminal, in which the director is made a party by reason of being a director. This immunity is limited to actions taken as a director at meetings of the Board of Directors, or a committee of the Board, or action by unanimous written consent. The indemnification will not exceed the limits of the "D & O insurance" (directors' and officers' liability insurance) policy currently in effect or force. This power of indemnification is given under the statutory provision of section 53-8-26, NMSA 1978.
Section 2. Limitation on Indemnification: The corporation shall not, however, indemnify a director under the above cited provision if the director is adjudged to be liable on the basis that he/she has breached or failed to perform the duties of his/her office, and the breach or failure to perform constitutes willful misconduct or recklessness. In the event of such adjudication, the director must reimburse the Corporation for any advance indemnification amount.
ARTICLE XI. AMENDMENTS
Section 1. Permission to Amend: These By-Laws may be altered, amended or repealed, and new By-Laws may be adopted by a majority of the Board of Directors at any regular Board meeting or at any special Board meeting set out with at least twenty four (24) hours' notice in accordance with the requirements of the State Public Regulation Commission.
Section 2. Regular Review: The by-Laws will be reviewed, revised as necessary and approved during the annual meeting in September of even numbered years.