Bylaws of the ACLU of New Mexico

As proposed at the November 23, 2019 meeting of the Board of Directors.

 

New items in bold.
Eliminated items with a strike.

You can submit comments on the proposed changes here.

Section I  NAME

The name of this organization shall be the American Civil Liberties Union of New Mexico (ACLU of NM).  It shall be a voluntary nonprofit organization. The American Civil Liberties Union of New Mexico is affiliated with the American Civil Liberties Union and the American Civil Liberties Union of New Mexico Foundation.

Section II  PURPOSE

The ACLU of New Mexico is the state affiliate of the ACLU, the nation’s premier civil rights and civil liberties organization. The purpose of ACLU-NM is to protect and advance justice, liberty and equity as guaranteed by the constitutions of New Mexico and the United States.  We work to make justice, liberty and equity realities for all people in New Mexico, with particular attention to the rights of people and groups who have historically been disenfranchised. The ACLU of NM shall take any legitimate action in the furtherance of these principles and do so wholly without political partisanship. Just as it champions justice, liberty and equity externally, so too shall it strive to embody these principles in its own operations such that all may feel at home, safe, and respected within this organization. The purpose of the ACLU of NM shall be to further the objectives of the national American Civil Liberties Union of which this organization is an affiliate, and to maintain and advance the cause of civil liberties within the state of New Mexico, with particular emphasis on the freedom of religion, speech, press, association, and assemblage, and the rights to the franchise, due process of law and equal protection of the law, and to take any legitimate action in the furtherance and defense of such purposes. These objectives shall be sought wholly without political partisanship on the part of the ACLU of NM.

Section III  HEADQUARTERS

The headquarters of the ACLU of NM shall be located within the state of New Mexico as determined by the Board of Directors. The Board of Directors aspires to locate the ACLU of NM offices in places that reflect the organization’s commitment to social justice and allying with groups and communities that suffer the greatest infringements on their civil rights and liberties.

Section IV  MEMBERSHIP

The membership of the ACLU of NM shall consist of all members of the American Civil Liberties Union residing within the state of New Mexico.  In January of each year the Executive Director shall make a determination of the number of affiliate members as of January 1 of that year. The staff and the Board shall work to promote membership that is aligned with the Purpose of the ACLU of NM and reflective of the communities of New Mexico.

Section V  MEETINGS

At least one general annual membership meeting shall be held each year in such place and on such date as shall be determined by the Board of Directors.  Other meetings of the membership or other public meetings may be called by the president of the Board of Directors or one-twentieth of the members. At least two weeks notice shall be given to all members of all meetings of the membership and other public meetings.

Section VI  BOARD OF DIRECTORS

The direction and administration of the ACLU of NM shall be under the control of a Board of Directors consisting of twenty one eighteen (18) members of the ACLU of NM elected by the general membership, and one designated representative from each Chapter of the ACLU of NM.  All directors shall be unequivocally committed to the Purpose and to fostering an environment of belonging for people of all identities within the organization.  (See Section II.)  No person who is currently a paid employee of the American Civil Liberties Union or the ACLU of NM or the ACLU NM Foundation shall be eligible to be elected to or serve on the Board of Directors.

Members of the Board of Directors shall be limited to three (3) three-year terms of service on the Board, for a total of nine (9) years.  A term-limited board member must remain off the board for at least one year before being considered for appointment or reelection to the Board.  Term limits apply to all board members.  This provision shall take effect beginning with the 2020 board elections.  Board members elected in 2020, and all board members elected thereafter, shall be subject to term limits.  Members elected prior to 2020 are not so subject unless and until they choose to stand for re-election in 2020 or thereafter. 

The Board of Directors shall meet as the occasion requires, but not fewer than four times a year. Additional meetings may be called by the president.  The President shall also call a meeting within a reasonable period of time upon the written request of any three directors.  Directors shall receive at least two days notice of each meeting.  All meetings of the Board of Directors shall be open to the members of the ACLU of NM for participation but not for voting.  The Board of Directors may exclude non-directors when personnel matters are being discussed or when the Board goes into executive session.    A quorum for the Board of Directors shall consist of one-third of the directors.  Proxy voting is not allowed.

The President of the Board of Directors may vote only in the case of tie votes.

Meetings of the Board may be chaired by any Director.

The Board of DirectorsNominating Committee shall fill a vacancy on the Board by appointing a new director to serve the remainder of the unexpired term, using the vetting process utilized for elections (see Section VII).   

Directors may be removed for substantial good cause by a vote of an absolute majority of the Board.  The Board of Directors shall make the determination of what constitutes substantial good cause. Before any such removal, the director(s) subject to removal shall be given written notice of the proposed removal with the reasons therefore, and shall be provided an opportunity to respond before final action is taken.

Section VII  NOMINATIONS AND ELECTION OF THE BOARD OF DIRECTORS

The nominating and election process and the filling of vacant positions on the Board of Directors shall be managed by the Equity and Inclusion Nominating Committee. In fulfilling this responsibility, the Committee will identify and nominate candidates who are committed to the organization’s Purpose and reflect the diversity of New Mexico.  

Each year seven six (6) members of the Board of Directors shall be elected by the general membership for three-year terms.  The date of the annual election shall be the first week in April or as determined by the Equity and Inclusion Nominating Committee.

The President of the Board of Directors shall appoint new members to the Equity and Inclusion Nominating Committee, as needed. The Equity and Inclusion Nominating Committee shall always consist of no fewer than five six (6) members.  Terms of service on the Nominating Committee shall be staggered, so that at least three members rotate off, and three new members join, the Committee each year.  Board members standing for re-election are not eligible to serve on the Nominating Committee.  At least twelve weeks before the annual election, the Equity and Inclusion Nominating Committee shall ensure that the general membership is notified of the upcoming election and the procedures for nomination. 

Nominations may be made either by the Equity and Inclusion Nominating Committee or by petition of one percent of the affiliate members provided there is attached to such petition a signed statement expressing the nominee’s commitment to the Purpose (see Section II) and willingness to serve if elected, and provided such petition is filed with the affiliate office not later than eight weeks before the annual election.

If nomination is made by petition, such a petition should shall include contact information for the person submitting the petition.  If contact information is provided, then within one week of submission of the petition, ACLU of NM office staff shall notify the person submitting the petition whether the petition contains enough valid signatures of affiliate members and, if not, the number of additional valid signatures needed.  If a petition of affiliate members is submitted less than one week before the deadline for submission of petitions, the person submitting the petition shall not be so notified.

With the exception of Board members who choose to stand for reelection, all candidates either nominated by the Equity and Inclusion Committee or by petition shall be interviewed by the Equity and Inclusion Committee. The Equity and Inclusion committee shall recommend a slate of candidates to general membership equal to the number of positions open.

All Board candidates shall be interviewed by the Nominating Committee, whether they are nominated by the Nominating Committee or by petition. The Nominating Committee shall recommend a slate of candidates to the Board of Directors equal to the number of positions open. If the Board does not approve the Nominating Committee’s recommendations, the Board may add candidates to the ballot at its discretion.  The Nominating Committee may then endorse a slate of candidates for election, which is its prerogative regardless of the Board’s vote.  

At least three weeks before the annual election, the Equity and Inclusion Committee shall ensure that ballots are transmitted to every affiliate member.

The annual election may be held at the annual meeting or by proxy vote. A quorum shall be considered one-half of one percent (.5%) of affiliate members. In the case of a proxy vote, at least three weeks before the annual election, the Nominating Committee shall ensure that ballots are transmitted to every affiliate member.

Members shall vote by secret ballot following procedures established by the Equity and Inclusion Nominating Committee.  The ballots shall be counted pursuant to the direction of the Executive Director no later than two weeks after the date of the annual election.

Section VIII  OFFICERS / EXECUTIVE COMMITTEE

The officers of the organization shall consist of a president, vice-president, secretary and treasurer.  Each shall exercise duties relevant to his or her their office, and shall serve until his or her their successor is elected, or until the officer is required to leave the board due to term limits.  The offices of president and secretary shall not be held by the same person.

The officers of the organization shall be elected by the Board of Directors from among the directors and shall strive to ensure that the Executive Committee reflects the diversity of the full Board of Directors.  The officers shall be elected at the first meeting of the board following the annual election. 

The Board of Directors shall fill any office which becomes vacant. 

The Officers, the national board member, and the chairs of the Equity and Inclusion, Committee and Governance, Finance and Nominating Committees shall serve as an Executive Committee to conduct the business of the Board between board meetings. The President may appoint other board members to the Executive Committee at his or her their discretion.

Section IX  LIABILITY INSURANCE

The ACLU of NM shall obtain and pay all premiums for a policy or policies of insurance, insuring the Officers and Directors of the ACLU of NM against claims based on their errors and omissions as Officers and Directors.  The limits of such coverage shall be in an amount to be determined by the Directors.  To the extent allowed by law the Corporation shall indemnify each Officer and Director against all expenses and liabilities, which are not covered by insurance, including, but not limited to, any deductible amount provided for in the insurance policy or policies.  The foregoing right of indemnification shall not be exclusive of other rights to which any Director, members of the Executive Committee, or Officer may be entitled as a matter of law and shall include reimbursement of any amount and expenses paid or incurred in settling any such action, suit or proceeding when such settlement has been approved by the Board of Directors.

Section X  NATIONAL BOARD MEMBER

The Board of Directors shall elect a representative to the national board of the American Civil Liberties Union (i.e., a national board member) for a three-year term, which shall begin on 1 July and end on 30 June.  The person elected need not be a director but must be a member of the ACLU of NM.  He or she They must be unequivocally committed to the Object of the American Civil Liberties Union (See Policy Guide) and the Purpose (See Section II above) and should fulfill the equity, diversity and inclusion criteria established by the National ACLU.

The National Board Member shall be elected at a meeting of the Board of Directors prior to the expiration of the current national board member’s term, to ensure continuity of representation on the national board.  The procedures for the election shall be established by the Board of Directors at a meeting prior to the election.

If the nNational bBoard mMember positionship becomes vacant, the Board of Directors shall elect a new nNational bBoard mMember for the unexpired term.

The National Board Member serves a three-year term on the national board.  Should the National Board Member reach the nine-year term limit on the affiliate board before their term is complete on the national board, the National Board Member shall continue as a full voting member of the affiliate board until such time as their term on the national board is complete.

Section XI  EXECUTIVE DIRECTOR

The Board of Directors may employ an Executive Director.  The Executive Director shall be responsible for carrying out the policies of the Board of Directors.  The Executive Director shall submit an annual budget to the Board of Directors for its approval at a regular meeting prior to the beginning of the fiscal year, and shall submit an annual report to the membership. The Board of Directors shall select an Executive Director who is committed to social justice, civil liberties, diversity, equity and inclusion and advances the organization’s Purpose of reflecting the diversity of New Mexico.

Section XII  COMMITTEES

The Board of Directors shall establish such committees which in its judgment best promote the work of the organization and its cooperation with the American Civil Liberties Union.

At the minimum, there shall be threefive standing committees: Executive, Equity and Inclusion, andGovernance, Finance and Nominating. The standing committees shall report to the Board of Directors at each meeting of the Board. Members must serve on at least one committee and may serve on more than one committee.

Temporary task force committees may be assigned by the President on an as needed basis to address specific issues.

Section XIII EQUITY AUDIT

The organization will conduct an annual audit of the composition of board and staff, and of organizational policies, vendors and community partners to determine its progress in achieving its diversity, equity and inclusion goals. Every year, the Board of Directors will review the audit and make the findings available to stakeholders.

Section XIII CHAPTERS

Chapters of the ACLU of NM are organizational subdivisions of the ACLU of NM. Ten or more affiliate members may form a chapter based on regional or other reasonable basis and make application to the Board of Directors.  A chapter has no independent legal or financial standing; the ACLU of NM maintains financial and legal responsibility for all the actions of its chapters.  Chapters must comply with and are subordinate to existing national and affiliate bylaws and policies. 

The granting and continuation of chapter status shall depend on approval of the current bylaws of the chapter, and on the chapter’s adherence thereto.  A majority vote of the total Board of Directors of the ACLU of NM (an absolute majority) is required to grant or rescind chapter status.  A chapter may be suspended for a limited time by majority action of the Board of Directors of the ACLU of NM.

Each chapter shall be governed by a Board of Directors, each of whom shall be unequivocally committed to the Purpose (see Section II) and aspire to reflect the diversity of the communities they represent.  The bylaws of each chapter shall set a minimum and maximum number of Directors, and each chapter shall make a good faith effort to keep its board membership within the minimum and maximum numbers set by its own bylaws.  However, should a chapter board find itself with fewer than the minimum number of members, it may continue to function in all ways as a chapter so long as there are at least two chapter board members and the continued operation of the chapter without a minimum number of chapter board members is approved by a majority of a quorum of the affiliate Board of Directors.  If a chapter continues without a minimum number of directors for two full years, the affiliate Board of Directors shall decide by a majority of a quorum, whether and under what conditions the chapter shall continue to exist.

Chapter Directors may be removed for good cause by a vote of an absolute majority of either the Board of Directors of the chapter or of the Board of Directors of the affiliate.  Before any such removal, the director(s) subject to removal shall be given written notice of the proposed removal with the reasons therefore, and shall be provided an opportunity to respond before final action is taken.

The bylaws of each chapter shall include specific procedures for the selection of a director to serve on the Board of Directors of the ACLU of NM, if representation is desired.  In selecting a director to serve on the affiliate board, the chapter shall strive to advance the organization’s purpose of reflecting the diversity of New Mexico.  A copy of the current bylaws of each chapter shall be filed with the ACLU of NM office.

Section XIV AMENDMENT OF THE BYLAWS

Any proposed amendment to the Bylaws shall be submitted by the Board of Directors to the entire membership at least thirty days before it is to be voted on.  The proposed amendment may be initiated by a majority vote of the Board of Directors, by two percent of the members of the ACLU of NM., or by two-thirds vote of the total membership of a chapter board of directors.  To be adopted, an amendment must be approved by two-thirds of all votes cast of the total Board of Directors.

The National American Civil Liberties Union office shall be informed of any proposed change to the Bylaws a reasonable period of time prior to the adoption of the change, and again informed at the time of its adoption.