Bylaws
BYLAWS
Approved March 1, 2007
Approved Updates July 9, 2009
NEW MEXICO ALLIANCE FOR RETIRED
AMERICANS
ARTICLE
I
Name
The
name of the organization shall be the New
Mexico Alliance for Retired Americans.
ARTICLE
II
Purpose
The
New Mexico Alliance for Retired Americans (NM
ARA) is organized exclusively for charitable
and educational purposes within the meaning of
Section 501(c)(4) of the Internal Revenue Code,
including, but not limited to, advancing the
living conditions of retired workers, the
elderly and their families, through creating a
network of organizations of retired union
members, their families, and other community
senior activists that will conduct education,
training and advocacy on issues of importance
to seniors and work towards creating
progressive policies and just and equitable
living conditions for them.
ARTICLE
III
Relationship to
National Alliance for Retired Americans for
Retired Americans
The New Mexico
Alliance shall be affiliated at all times with
the National Alliance for Retired Americans for
Retired Americans (ARA) and participate fully
in its affairs. In order to affiliate,
the organization shall, at the first available
opportunity, apply for a charter from the
National Alliance for Retired Americans
according to procedures established by the
National Organization. As a condition of
maintaining its charter, the New Mexico
Alliance shall comply with any and all rules
and procedures that the National Alliance for
Retired Americans may promulgate from time to
time (including all applicable provisions of
the Bylaws), governing, inter alias, structure,
program, finances, accounting, and reporting,
as well as the use of the name “Alliance for
Retired Americans,” which is owned exclusively
by the national Alliance for Retired
Americans.
ARTICLE
IV
Membership in the
New Mexico Alliance Charter
1. Affiliate Organizational
Membership
Affiliation in the NM
Alliance shall be open to any organization
within the State that has at least 10 members
and which supports the purposes of the New
Mexico Alliance (as set forth in Article II of
these Bylaws). The Executive Board shall
have the authority to grant exceptions to the
membership minimum for good cause.
2. Individual Membership (Community Advocacy Network)
Individuals who are not enrolled in the NM Alliance through a sponsoring organization shall be able to join the NM Alliance by becoming a member of the national Alliance for Retired Americans and the NM Alliance at the same time. The NM Alliance may enter into an administrative arrangement with the National Alliance for Retired Americans whereby the national Alliance for Retired Americans collects such individuals' dues to both organizations and promptly remits the NM Alliance’s portion of those dues to the NM Alliance.
3. Charter
An organization
that seeks to affiliate with the New Mexico
Alliance must apply to it for a charter.
The New Mexico Alliance will develop criteria
and procedures with the National Alliance for
Retired Americans for issuing, maintaining, and
revoking charters that affiliate the
organization with both the New Mexico Alliance
and the National Alliance for Retired
Americans. There will be no separate
charters issued by the New Mexico Alliance and
the National Alliance for Retired
Americans.
ARTICLE
V
Affiliation
Fee
1. An organization that holds a charter from the New Mexico Alliance must pay annual affiliation fee, set forth in Section 2, below in order to maintain its membership. The Executive Board shall determine, and periodically revise as necessary, different levels of affiliation fees, thereby establishing a sliding scale of fees based on the number of individuals who belong to the chartered organization. The annual affiliation fees shall be paid each January.
2. #
Members
Fee #
Members
Fee
0010-0025
$15.00
0351-0500
$225.00
0026-0050
$30.00
0501-0750
$300.00
0051-0075
$45.00
0751-1000
$375.00
0076-0100
$60.00
1,001-2500
$450.00
0101-0250
$75.00
2,501-+++
$525.00
251-350
$100.00
4. An affiliation fee will be assessed
for each organization with at least 150
dues-paying members that wishes to become a
Sustaining affiliate member of the New Mexico
Alliance. The amount shall be $1.00 per
member with a minimum of $1000. and a maximum
of $4,000.00 to be paid to the New Mexico
Alliance each January. With respect to
union organizations that become State
Sustaining members the New Mexico Alliance
shall, as of December 31st of each year to
verify with the National Alliance for Retired
Americans the number of individuals from the
State who have joined the organization.
5. Affiliation with the NM ARA shall be based upon mutual support and solidarity between the affiliated organization and the NM ARA.
ARTICLE
VI
Officers
1. Number and General
Duties
The New Mexico Alliance shall
have (4) four officers, described in
paragraphs 2- 5, below. The duties and
powers of the Officers shall be as provided in
these Bylaws or (except to the extent they are
inconsistent with these Bylaws) shall be those
customarily exercised by corporate officers
holding such office. No two (2) primary
officers may come from the same union.
One Officer will come from a community-based,
non-union, organization or may be an individual
member. All Officers shall be Seniors or
Retirees or representatives of groups who
advocate for Seniors or Retirees.
2. President
The President
shall be a member of the New Mexico Alliance
and shall be elected by the delegates at the
Triennial Convention. He or she shall
serve as the political leader and chief
spokesperson of the Alliance, and the
representative of the Alliance in all public
matters. Likewise, the President or his
or her designee shall represent the Alliance on
the New Mexico Federation of Labor/AFL-CIO
Executive Board. The President shall chair all
meetings of the Executive Board and shall
exercise general oversight of the
Alliance.
3. First Vice
President
The First Vice President
shall be a member of the New Mexico Alliance
and shall be elected by the delegates at the
Triennial Convention. He or she will
perform the duties of the President if the
President becomes temporarily unable or
unwilling to do so, or until a successor is
chosen.
4. Treasurer
The Treasurer
shall be a member of the New Mexico Alliance
and shall be elected by the delegates at the
Triennial Convention. He or she will have
the responsibility for overseeing the financial
affairs of the New Mexico Alliance and will
make a financial report to the Executive Board
at each of its regular meetings. He or
she shall perform the functions of the
President if called upon to do so when the
First Vice President becomes temporarily
unwilling or unable to do so, until a successor
is chosen.
5. Secretary
The Secretary
shall be a member of the New Mexico Alliance
and shall be elected by the delegates at the
Triennial Convention. He or she shall
keep the official records of the organization,
take minutes of all Executive Board meetings,
and have responsibility for correspondence on
behalf of the organization to affiliate
organizations, the National Alliance for
Retired Americans, and the public. In the
event that the President, First Vice President
and Treasurer are called upon but unable to
perform the functions of the President, then
the Secretary shall perform those functions
until a successor to the President is
chosen.
6. Terms
All Executive
Officers shall serve terms of three years.
7. Inspections
The
Secretary and Treasurer shall permit any member
of the Executive Board or his or her duly
authorized representative, and the Treasurer of
the National Alliance for Retired Americans or
his or her duly authorized representative, to
inspect all books and records of the New Mexico
Alliance for any proper purpose at any
reasonable time. The Treasurer will
present books and records for a semi-annual
audit.
ARTICLE
VII
Executive
Board
1. Authority
The Executive
Board shall manage the affairs of the New
Mexico Alliance. It shall possess, and
may exercise, any and all powers granted to it
and to the New Mexico Alliance under applicable
laws of New Mexico, the Articles of
Incorporation, and these Bylaws, subject to the
limitations set forth in the Articles and
Bylaws.
2. Composition
The
Executive Board shall consist
of:
i) The four (4) officers
described in Article VI of these Bylaws.
One
Vice President appointed from each of the
organizations that have paid a sustaining
membership affiliation fee. Two (2) but no more
than six (6) Vice-Presidents their respective
community based, non-union organizations of at
least 20 dues-paying members who are affiliated
with the New Mexico Alliance, each one
appointed by one of the community groups
affiliated with the NM ARA that have the
largest paid memberships in the State.
Paid membership shall be determined by the
number of members within the State on whose
behalf the affiliated group pays an affiliation
fee to the NM ARA. No two Community Vice
presidents shall come from the same
organization. At all times, at
least 51% of all community-based VP’s shall be
Seniors or representative of Senior advocacy
organizations.
ii) Two (2) but no more
than six (6) Vice-Presidents appointed by their
respective union organizations of at least 20
dues-paying Retiree members who are affiliated
with the New Mexico Alliance, each one
appointed by one of the union groups affiliated
with the NM ARA that have the largest Retiree
memberships in the State. Membership
shall be determined by the number of Retiree
members within the State on whose behalf the
affiliated union pays an affiliation fee to the
NM ARA and who have also become members of the
national ARA. No two Union-based Vice
Presidents shall come from the same union-based
group. At all times, at least 51% of all
union-based VP’s shall be Seniors or
representative of Senior advocacy
organizations.
iii) Two individuals
appointed by the State AFL-CIO President who
have demonstrated a commitment to the issues
engaged in by the NM Alliance.
3. Terms
Terms of office
for the all Vice-Presidents of the Executive
Board, described in Section 2 of this Article,
shall be three (3) years.
4. Meetings
Regular
meetings shall be held at least once per
calendar quarter at such times and in such
places as the Executive Board may by resolution
determine in advance. Special meetings
may be called by the President, or upon the
written request of one-third (1/3) of the
Executive Board members then in office.
5. Quorum and
Voting
One half of the entire
membership of the Board as fixed in these
bylaws shall constitute a quorum for the
transaction of any business. In the absence of
a quorum, a majority of those Board members
present may adjourn the meeting. When a quorum
is once present to organize a meeting, it is
not broken by the subsequent departure of one
or more members of the Board from the meeting,
provided that at least one quarter of the Board
is present at all times. The affirmative vote
of a simple majority (50% + 1) of the members
of the Board present at a Board meeting at
which a quorum is present shall be necessary
and sufficient to the making of decisions by
the Board Except as a larger vote
may, at any time, be otherwise specifically
required by applicable State laws, the Articles
of Incorporation, or these Bylaws. Each
member of the Executive Board shall have one
vote. Any Officer of the Board missing three
(3) consecutive Board meetings without a valid
notification will be viewed as having resigned,
thus no longer a member of the Executive Board.
If an Officer is unable to attend a meeting, he
or she may designate a representative from the
same organization. Written notice from the
absent Board member must be given to the
President prior to the
meeting.
6. Notice
At least
ten (10) days’ notice shall be given to each
Board member of a regular meeting of the
Executive Board. A special meeting of the
Executive Board may be held upon notice of two
(2) days. Notice of a meeting of the
Board shall specify the date, time, and place
of the meeting, but, except as provided in
Article X of these Bylaws, need not specify the
purpose for the meeting or the business to be
conducted. Notice must be either
delivered personally to each Board member or
mailed (including the sending of a fax or
electronic mail) to his or her designated
business address. If such notice is given
by mail, it shall be deemed delivered when
deposited in the United States mail properly
addressed with postage paid thereon. If
such notice is given by fax or electronic mail,
it shall be deemed delivered when
transmitted. Notwithstanding the
foregoing, a Board member may waive notice of
any regular or special meeting of the Executive
Board by written statement filed with the
Board, or by oral statement at any such
meeting. Attendance at a meeting of the
Board shall also constitute a waiver of notice,
except where a member of the Board states that
he or she is attending for the purpose of
objecting to the conduct of business on the
ground that the meeting was not lawfully called
or convened.
7. Consent
Any action
required or permitted to be taken at a meeting
of the Executive Board may be taken without a
meeting, provided that all Board members
consent in writing and set forth in the same
writing the action or decision taken or made.
Consent in writing shall have the same force
and effect as a vote taken at an Executive
Board meeting, and may be described as such in
any document executed by or on behalf of the
Alliance.
8.
Compensation
Members of the
Executive Board shall serve without
compensation, but may be reimbursed for any
expenses incurred on behalf of the
organization.
9. Committees
The
Executive Board may create committees
consisting of members of the Board or other
persons, which shall have such authority as the
Board may by law and these Bylaws direct.
ARTICLE
VIII
Triennial
Convention
1. Time, Place, and
Purpose
The New Mexico Alliance shall
hold a Triennial Convention at a time and
location to be determined by the Executive
Board. Elections for the Offices of
President, First Vice President, Treasurer, and
Secretary, shall take place at the
convention.
2. Guests of a Convention
Selected non-delegates may be invited
by the President to attend as guests of a
convention. Other non-delegates may be required
to pay fees as determined by the Executive
Board.
3. Convention Committee
The Executive Board shall appoint a
committee to organize each Triennial
Convention. The President shall appoint a
Sergeant-at-Arms and Parliamentarian for each
convention.
4. Nominations
The
agenda at any Triennial State Convention shall
include the nomination and election of Officers
Nominations for each office will be made from
the floor and each will require a second. Each
nominee will be allowed four (4) minutes to
speak to the delegates about his or her
qualifications.
5. Delegates
Affiliated
Groups: Each organization affiliated with the
NM ARA shall be entitled to a number of
delegates that corresponds to the size of its
affiliated membership, as described in Article
V, Section 2 of these Bylaws. Election shall be
by majority vote of all delegates voting. Each
affiliated organization shall be entitled to
send delegates to the Convention and cast votes
according to the level of affiliation fees. No
delegate shall cast a vote for a different
organization. Individual members: Each
individual as defined in Article IV Section 2,
shall be entitled to number of delegates that
corresponds to the size of a caucus of its
collective number of individual members in
attendance at the Triennial Convention, on a
scale that is in parity with that of the
affiliated group’s delegate count.
6. Voting Strength;
Delegates
For groups affiliated with
the NM ARA, delegate strength shall be
determined by the affiliation fee paid, based
on affiliate membership as noted in Article IV,
Section 1. The maximum affiliation fee will be
$200, which will entitle the organization to 5
Delegates and 5 votes, as shown below.
For individuals affiliated with the NM
ARA, delegate strength shall be determined by a
caucus of the collective number of individual
members in attendance at the Convention, as
noted in Article IV, Section 2, as shown
below:
15 - 50 members 1
Delegate, 1 vote
51 - 100 members
2 Delegates 2 votes
101 -
250 members 3 Delegates 3
votes
251 - 350 members 4
Delegates 4 votes
351 & above members,
maximum 5 Delegates 5 votes.
7. Sustaining Membership Organizations;
Voting Strength
Affiliated
organizations paying the Sustaining Membership
fee shall receive one additional vote to be
cast by the delegated Vice President.
8. Voting for President, Executive vice
President, Treasurer, and
Secretary
Every organization and caucus
of individuals affiliated with the NM ARA shall
be entitled to vote for President, First Vice
President, Treasurer, and Secretary per the
delegate voting scale noted above in Article
VIII, Sections 6 & 7.
ARTICLE
IX
Miscellaneous
Provisions
1. Fiscal Year
The annual
accounting period of the New Mexico Alliance
shall conform to that of the national Alliance
for Retired Americans.
2. Checks
The President and
the Treasurer or one (1) other member of the
Executive Board shall sign all checks, drafts,
or other orders for the payment of money.
3. Contracts
The President
and one (1) other member of the Executive Board
shall sign all contracts, notes, or other
evidences of indebtedness, and leases of space
for the New Mexico Alliance.
4. Records and Minutes
Records and minutes of the New Mexico
Alliance shall be kept for a minimum of three
(3) years, and financial reports of the New
Mexico Alliance shall be kept for a minimum of
seven years. Upon leaving office, the Secretary
and the Treasurer shall relinquish their
respective New Mexico Alliance for Retired
Americans records to their successors unless
directed otherwise by the Executive
Board.
5. Misconduct
Any member
of the New Mexico Alliance for Retired
Americans may be barred from participating in
activities or meetings of the Alliance for
cause, which may include but is not limited to
violating the provisions of the Bylaws, misuse
or misappropriation of the monies of the New
Mexico Alliance for Retired Americans.
Discipline, including expulsions, may be
proposed by any Officer of the Executive Board,
and shall be imposed only following a majority
vote of the members attending a meeting of the
Executive Board.
6. Parliamentary Authority
Robert’s Rules of Order shall govern all
proceedings of the New Mexico Alliance in all
cases to which they are applicable and where
they are not inconsistent with the Bylaws.
Where such inconsistency exists, the Bylaws
shall govern.
7. Vacancies
Vacancies in
the office of First Vice President, Treasurer,
Secretary shall be filled by appointment by the
President with the approval of the Executive
Board.. In the event a vacancy occurs in the
office of President, the First Vice President
shall assume said duties until the Executive
Board appoints a new President. All such
appointments shall be for the unexpired term.
Vacancies in the office of Board Vice
Presidents shall be filled by appointment by
the respective affiliated organization and
confirmed with the approval of the Executive
Board.
ARTICLE
X
Amendments
The
Executive Board may alter or amend these Bylaws
for the Article of Incorporation, or adopt new
Bylaws or Articles of Incorporation, at any
meeting of the Board by a vote of a majority of
the Board Members present when a quorum as
determined in these bylaws is reached, if at
least ten (10) days written notice is given of
the intention to take such action at such
meeting.
NM bylaws revised 3/1/2007
Approved
updates July 9, 2009