The By-Laws of the Southern New Mexico Natural History Foundation
(hereinafter referred to as the "Foundation") address the duties of
officers, roles of standing committees, and financial and budgetary matters. The
By-Laws also contain board policies. These By-Laws can be changed by a quorum of
the full Board of Directors (hereinafter referred to as the "Board").
If there is any conflict or disagreement between these By-Laws and any provision
of the Constitution of the Southern New Mexico Natural History Foundation, the
Constitution shall take precedence and its provisions shall be observed.
Article 1: Definition
The Southern New Mexico Natural History Foundation is a nonprofit 501(c)3
support organization for the Las Cruces Museum of Natural History (LCMNH),
hereinafter referred to as the "Museum". The Museum is part of the
Public Services Department of the City of Las Cruces in Las Cruces, New Mexico.
Article 2: Purpose
The purpose of this organization is to:
- Create support for expanding the Museum programs
- Encourage gifts, endowments and memorials for the Museum
- Promote legislation and appropriations for the Museum
- Promote community awareness and use of the Museum
- Conduct and administer fund raising campaigns for the Museum
Article 3: Goals
Goal #1: To increase public awareness of the Museum
Goal #2: Implement a successful fund raising campaign
Goal #3: Recruit museum volunteers and members
Article 4: Officers
The officers of this organization shall be president, vice president,
secretary, and treasurer. This body constitutes the executive committee.
A nominating committee of three members shall recommend a slate of candidates
for the annual meeting. Additional nominations may be made from the floor, with
the consent of the nominee, at the annual meeting. Election will be by ballot
except in an instance where there is only one nominee for any office, at which
time the vote may be made by voice.
The officers shall be elected for a term of two years by a majority vote of
members present and voting at the annual meeting. Their term of office shall
begin directly following the annual meeting and conclude in two years at the
annual meeting or when their successors are elected.
1. President
The President is the chief executive officer of the corporation and is
charged with providing overall guidance and leadership in implementing the
policies of the Board. Duties include, but are not limited to, presiding at all
meetings of the Board, Executive Committee, and general membership; appointing
all committees with the approval of the Board and providing a charge to the
committees; executing all documents authorized by the Board; ensuring proper
coordination between all parties involved in Foundation affairs.
2. Vice-President
The Vice-President shall assist the President in his/her duties and shall
carry out the responsibilities of the President when the President is absent or
otherwise unable to do so.
3. Secretary
The Secretary is responsible for recording, preparing, and distributing the
minutes of each Board meeting, each Executive Committee meeting, and each
general membership meeting; and shall perform other duties as assigned by the
President and/or the Board. The Secretary presides over all meetings of the
Board if the President and Vice President are absent.
4. Treasurer
The Treasurer is responsible for executing all financial transactions of the
corporation as authorized by the Board including, but not limited to, income,
expenses, taxes, grants oversight, and other reports and documents as required.
The Treasurer works with the Executive Committee and the Museum staff to prepare
an annual projected budget.
Article 5: Standing Committees
The Foundation consists of seven (7) standing committees which are: The
Executive Committee, Fund Raising Committee, Membership Committee, Publicity
Committee, Museum Store Committee, Nominating Committee and Constitution &
By-Laws Committee.
Chairpersons for the standing committees shall be appointed by the President
and shall be Foundation Board Members. Each appointment shall be for a term of
one year but may be renewed for successive one year terms. Committees shall be
comprised of board members and current members of the Foundation. The Museum
Director shall sit ex-officio on all committees.
1. Executive Committee
Consists of the President, Immediate Past President, Vice-President,
Secretary, Treasurer, and Museum Director (ex-officio). The Executive Committee
may be authorized by the Board to make decisions within specific guidelines
which must be then ratified by the full Board. Further, the Executive Committee
may take independent action when time does not permit full meeting of the Board,
but all such actions must be ratified by the full Board at the next scheduled
meeting.
2. Fund Raising Committee
Responsible for developing and overseeing long-term and short-term
fundraising programs and special events. These responsibilities include grant
proposal writing for museum projects as selected and determined in cooperation
with and at the direction of the museum director to support museum programs,
developing special events to raise funds and other means of fund raising in
support of the Foundation's mission.
3. Membership Committee
Responsible for the solicitation and acknowledgment of individual and
business memberships in the Foundation, the recording and acknowledgment of
honorary memberships in the Foundation, and the development and coordination of
the annual membership meeting.
4. Publicity Committee
Responsible for the promotion and public relations of the Museum and Museum
projects in coordination with committee chairs, Museum staff, and Foundation
Board.
5. Museum Store Committee
Work to research and re-establish the store.
6. Nominating Committee
Responsible for the development of a slate of nominated officers to include
President, Vice-President, Secretary, Treasurer, and new Directors to fill open
positions as outlined in Article 4, Section 2, of the organization's
constitution. This slate must be presented at the annual membership meeting for
the approval of the general membership. The slate shall reflect the cultural
diversity of the community..
7. Constitution & By-Laws Committee
Charged with the annual review of the Constitution and By-Laws. The Committee
will present any recommended changes to the By-Laws for approval by the Board.
The Committee will present any recommended changes to the Constitution to the
Board for approval to present to the general membership.
Article 6: Financial and Budgetary Matters
- Procedures
- The Board shall approve all individual project budgets at the beginning
of the fiscal year or at the time the project is adopted by the Board.
- At each meeting the board shall review the Foundation expenditures and
income for each approved project. The Board is responsible for approving
or disapproving any proposed revisions of project budget.
- In the event of an emergency where revisions must be made to a project
budget pursuant to paragraph two the Museum Director will present to the
Executive Committee to approve or disapprove said proposed revision.
- Committee chairpersons and members of the Board must provide the
Treasurer with all receipts from expenditures made on behalf of their
various projects. All persons making expenditures for the Foundation must
use tax exempt certificates whenever possible.
- Any income designated for the Foundation, received by Board members,
committees, or museum staff shall be documented and then forwarded to the
Treasurer.
- The Treasurer will not issue a check for an incurred expense until the
person or firm with whom the Foundation is doing business has provided all
information necessary for compliance with state and federal tax laws.
Firms that are incorporated or generally recognized as a company in the
ordinary course of business are exempt. Individuals who may be engaged to
provide services to the Foundation shall be required to sign an Agreement
for Services.
- No member of the Board nor any employee of the Foundation may open an
account at any place of business nor make any expenditures over fifty
dollars ($50.00) outside the approved budget without prior approval of the
Board.
- The Foundation shall consult an attorney as needed to assist in any
legal matters.
- The Foundation shall, on an annual basis, seek an accountant who will
study the financial records of the corporation and assist the Treasurer in
completing necessary tax forms and other business necessary for fiscal
accountability.
- Board Compensation and Sale of Services. No member of the Board shall be
financially compensated for providing materials or services to the
Foundation or the Museum as long as that Board member holds office.
Article 7: Membership Categories
The annual dues for membership categories are to be determined by
the Board and any changes in the annual dues for any category require the
approval of the full board.
Categories shall be:
Student, Individual, Family, Supporting, Patron/Business
Article 8: Conduct of Board Meetings
Roberts Rules of Orders shall be the guidelines which are
followed for all Foundation meetings.
Board members shall conduct themselves according to Roberts
Rules of Order. Conduct deemed inappropriate by the President shall result
in the expulsion of that board member from the meeting.
Full Board meetings will be held on the third Tuesday of each
month, unless the Board determines that a holiday or an unusual event will
conflict with the meeting date. Board members who miss three consecutive
meetings without excused absences will be asked to leave the Board. Absences
must be reported to the President or Museum Director by the date of the
board meeting.
- The Executive Committee will meet the second Tuesday of every month
The Foundation will
have an annual meeting.
All meetings of the Board shall be open to the general
membership.