|
HUMANIST SOCIETY OF NEW MEXICO BYLAWS (2025) ARTICLE I: NAME The name of the Corporation is: HUMANIST SOCIETY OF NEW MEXICO. ARTICLE II: PURPOSE The exclusive purpose of the Corporation is to educate its members and non-members concerning humanist ideals and approaches to solving personal, social, and environmental problems. ARTICLE III: MEMBERS Section 1. Eligibility. Membership in the Humanist Society of New Mexico (hereafter HSNM) is open to any individual who is in general accord with the purpose of the organization and wishes to support and promote its efforts. Section 2. Application. Any individual who wishes to join HSNM may do so by completing and submitting a membership application form approved by the board of directors, together with the applicable dues. Section 3. Dues. A. Setting of Dues; Effective Date. Membership dues will be as set by the board of directors in the HSNM standing rules. Any proposed change in dues will be announced to the membership with the call to the annual meeting, and will be effective on January 1 following the annual meeting unless disapproved by two-thirds of the membership attending. B. Payment and Forfeiture Dates. Dues for current members are due each year on the anniversary of their original membership. Membership will be forfeited if dues are not paid within 30 days of the renewal date. ARTICLE IV: OFFICERS Section 1. Officers Defined. The officers of HSNM are a president, a vice president, a secretary, a treasurer, and three directors-at-large. Section 2. Qualifications. All officers must be members in good standing of HSNM. Section 3. Nomination and Election. A. Nominations. 1. A nominating committee of three members will be elected by members at the annual meeting held in each odd-numbered year. If there are more than three candidates for the committee, the election will be by ballot. The committee will select its own chair. 2. The nominating committee will nominate at least one candidate to serve in the role of each of the four officers (President, Vice President, Secretary, and Treasurer), and at least three candidates to serve as Directors-at-Large. Nominees must be HSNM members in good standing who have consented to serve if elected. 3. The nominating committee will provide its list of nominees to the board of directors no later than August 1 following the committee’s election. The secretary will provide the list of the nominations to the membership with the call to the annual meeting in the even-numbered year. 4. Additional nominations may be made from the floor at the annual meeting. Anyone nominated must be an HSNM member in good standing, and must consent to serve in the role to which they are nominated. B. Election The officers will be elected at the annual meeting in each even-numbered year. Section 4. Term of Office. The officers will assume office at the close of the annual meeting at which they are elected and serve until the close of the annual meeting in the next even-numbered year, or until their successors are elected and assume office. Section 5. Term Limits. No officer or board member may serve more than two consecutive terms in the same position, unless that limit is waived by a two-thirds vote of the members present at the annual meeting. Section 6. Removal. Any officer may be removed from office by a majority of the entire board of directors, not including the officer whose removal is sought. An officer may also be removed by a two-thirds vote of the members present at an annual meeting, provided notice of intent to do so is included in the call to the annual meeting, or at a special meeting of the membership called for that purpose. Section 7. Vacancy. In the event of a vacancy in the office of president, the vice president will succeed to the office for the remainder of the term. In the event of a vacancy in any other office, the board of directors will elect a member to serve for the remainder of the term. Section 8. Duties. All officers will perform the duties prescribed for their offices in these bylaws, the special rules of order, the adopted parliamentary authority, and the standing rules, or as directed by the board of directors. ARTICLE V: MEETINGS AND PROGRAMS Section 1. Programs. A. Scheduling. The board of directors will schedule one or more programs per month, on topics the board deems to be of likely interest to the membership. The programs may be held at a physical location or through an electronic medium as determined by the board. B. Programs Open to the Public. All programs scheduled pursuant to this section will be open to HSNM members and the general public. C. Notice. Notice of programs, including the topic, date, time, and location or access information if held electronically, must be provided to all members at least five days prior to the program. D. No Business to be Conducted. No business will be conducted during any program scheduled pursuant to this section. This prohibition does not preclude scheduling a meeting to immediately precede or follow a scheduled program. Section 2. Annual Meeting. A. Scheduling. The annual meeting of the HSNM membership will be held during the month of October at a date, time, and location determined by the board of directors. The board of directors may, by a two-thirds vote of all board members, elect to hold the meeting through an electronic medium in lieu of a physical location, so long as such medium allows for full and unimpeded participation by all members. B. Purpose. The annual meeting is for the purpose of receiving written officer and committee reports, electing a nominating committee in the odd-numbered year, electing officers in the even-numbered year, and such other business that may properly come before the meeting. C. Notice. Notice of the annual meeting must be provided to all members no more than sixty, nor less than thirty days prior to the meeting. The meeting notice must include the date, time, and location or, if applicable, the electronic venue and access information, and must be accompanied by notice of any known matters to be voted on by the membership. Section 3. Special Meetings. A. Scheduling. The board of directors may schedule special meetings of the membership as needed, and must do so if requested by ten or more HSNM members. B. Notice. Notice, including the date, time, location or, if applicable, the electronic venue and access information, and purpose of the meeting must be sent to all members at least fifteen days before the meeting. C. Location. The location for a special meeting may be a physical location or an electronic meeting venue, so long as such venue allows for full and unimpeded participation by all members. Section 4. Special Rules of Order. A. Notice. The board of directors may propose special rules of order for the annual meeting and any special meetings of the HSNM membership. The proposed rules of order will be included in the meeting notice. B. Adoption. The special rules of order for the annual meeting and any special meetings of the HSNM membership, are subject to adoption by the membership in attendance at the meeting. 1. Any member who objects to adoption of one or more of the proposed rules may demand a separate vote on the rules to which the member objects. All rules to which an objection has been made will be considered separately, and will be open to debate and amendment by the membership. A two-thirds vote will be required for adoption of any such rules. 2. All proposed rules to which no member has objected will be deemed adopted automatically. C. Precedence Over Adopted Parliamentary Authority. Any adopted special rules of order will take precedence over any contrary rule in the adopted parliamentary authority, but may not conflict with the New Mexico Nonprofit Corporation Act, the HSNM Articles of Incorporation, or these bylaws. D. Suspension; Effect. The membership in attendance at the annual meeting or a special meeting may, by a two-thirds vote, suspend any provision of the special rules of order, either for the duration of the meeting or for a specific purpose relating to an issue before the assembly. If a rule is suspended, the applicable rule, if any, in the parliamentary authority will come into force unless the assembly specifies a different rule to replace the suspended rule. Section 5. Quorum. The quorum for the annual meeting or any special meeting of the HSNM membership is ten members. ARTICLE VI: BOARD OF DIRECTORS Section 1. Composition. The board of directors is composed of the officers. Section 2. HSNM Governance Vested in Board. Except as otherwise provided in the New Mexico Nonprofit Corporation Act, the HSNM Articles of Incorporation, or these bylaws, full authority for the governance of HSNM is vested in the board of directors. Section 3. Meetings. A. Regular. Regular meetings of the board of directors will be held at least quarterly at dates, times, and locations determined by the board. The first regular meeting of each biennium will be held immediately following the annual meeting in the even-numbered year of the biennium. B. Special. Special meetings of the board of directors may be called by the president and must be called at the request of three board members. C. Notice. Notice of any board meeting, including the date, time, location, and purpose of the meeting, will be provided to all board members at least five days prior to the meeting, and posted on the HSNM website. D. Electronic Meetings. Any meeting of the board of directors may be held by an electronic medium, so long as such medium allows for full and unimpeded participation by all board members. E. Special Rules of Order. The board of directors may adopt special rules of order for its own meetings, so long as such rules do not conflict with the New Mexico Nonprofit Corporation Act, the HSNM Articles of Incorporation, or these bylaws. F. HSNM Members as Observers. HSNM members may observe meetings of the board of directors, except when the board is meeting in executive session. ARTICLE VII: COMMITTEES Section 1. Creation. The board of directors may create such committees as deemed necessary to carry on the work of HSNM. Section 2. Members. A. Appointment. Except as otherwise provided in these bylaws, the chair and members of all committees will be appointed by the president, subject to approval by the board of directors, except that for committees that may be created in the absence of the president, the chair and members may be named by the board. B. President’s Ex-officio Membership. The president will be an ex-officio member of all committees except the nominating committee and the financial review committee. Section 3. Duties of Committees. The duties of the committees will be as specified by the board of directors. Section 4. Conduct of Business. All committees are authorized to conduct business at an in-person or electronic meeting, or by email provided that all committee members concur in any committee report or recommendation arrived at by email communication. ARTICLE VIII: FINANCES Section 1. Budget. At its last meeting of each calendar year, the board of directors will adopt a budget for the ensuing calendar year. The board may amend the budget from time to time as it deems appropriate. Section 2. Financial Review Committee. At its first meeting of each biennium, the board of directors will elect a financial review committee of at least two HSNM members who are not members of the board. The committee will review HSNM’s financial records for the immediately past biennium and submit its report to the board of directors no later than second month following the committee’s appointment. Section 3. Fiscal Year. The HSNM fiscal year is coincident with the calendar year. ARTICLE IX: ELECTRONIC COMMUNICATION Unless members indicate otherwise to the HSNM secretary, all communication required in these bylaws, including meeting notices, may be sent electronically. ARTICLE X: PARLIAMENTARY AUTHORITY All meetings of HSNM and its board of directors will be governed by the rules contained in the current edition of Robert’s Rules of Order Newly Revised, except where those rules are inconsistent with New Mexico’s Nonprofit Corporation Act, the HSNM Articles of Incorporation, these bylaws, or any special rules of order adopted by the membership or the board of directors. ARTICLE XI: AMENDMENT Section 1. Submission of Proposed Amendments. A. Who May Propose. Except for a revision, amendments to these bylaws to be considered at an annual meeting may be proposed by the board of directors, a committee, or any two members. Amendments for consideration at a special meeting may be proposed only by the board of directors or a committee appointed for that purpose. All proposed amendments must include a rationale for adoption. B. Submission Deadline. Amendments to be considered at an annual meeting, except those proposed by the board of directors, must be submitted to the board of directors by the immediately preceding July 15. Section 2. Board of Directors Recommendation; Consideration by Membership. The board of directors will provide its recommendation, if any, regarding adoption of each amendment to be considered. If the board’s recommendation is that the amendment not be adopted, the board will provide its rationale for the recommendation. All timely submitted amendments must be included for consideration at the meeting for which they are proposed, regardless of the board’s recommendation. Section 3. Adoption. A. With Previous Notice. If notice has been provided to all members with the call to the meeting at which they are to be considered, bylaws amendments may be adopted by a two-thirds vote. B. Without Previous Notice. If notice has not been provided as specified in Subsection A of this section, bylaws amendments nevertheless may be adopted at an annual meeting, by a nine-tenths vote. Section 4. Revisions. Revision of these bylaws may be proposed only by the board of directors or a committee appointed for that purpose, and may be considered only at an annual meeting. If a revision is proposed, no other amendments to the existing bylaws may be considered at the same annual meeting. _________________ PROVISOS: 1. Until the board of directors adopts a standing rule setting the dues for HSNM membership, the dues will remain at the current amounts of $25.00 annually for individuals, $40.00 annually for couples, and $5.00 annually for students (18 and under). 2. Until the board of directors adopts a standing rule to specify the duties of the officers, their duties will be those listed in the previous bylaws as ratified by the Membership on October 15, 2011. Approved by Board of Directors and membership, October 18, 2025 |