Bylaws of New Mexico Higher Education Assessment Association, Inc.

A New Mexico Non-Profit Corporation

 

Article I
Purpose and Objectives

The Corporation is organized and incorporated under the laws of the State of New Mexico as a non-profit corporation for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, without profit to any officer or director. The purposes of this organization shall be:

To promote improvement in New Mexico higher education through outcomes assessment;

To increase communication, cooperation, and sharing of resources and ideas on outcomes assessment in higher education;

To advance the efficiency of outcomes assessment in higher education in the State of New Mexico; and

To receive, maintain and accept, as assets of the Corporation, any property whether real, personal or mixed, by way of gift, bequest, device or purchase from any person, firm, trust or corporation, to be held, administered and disposed of in accordance with and pursuant to the provisions of these bylaws; provided same shall not be accepted if it is conditioned or limited in any such manner as shall require the disposition of income or principal to any organization other than an "educational organization" or for any purpose other than "educational purposes" which would jeopardize the Federal Income Tax exemption of the Corporation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1954, as now in force or acts in amendment thereof or substitution therefore.

The above shall not be considered to restrict in any way the carrying on of any lawful activities of the corporation, so long as such activities are not in contravention of the purposes set forth in the Articles of Incorporation.

Article II
Name, Location of Office, Membership, Annual Meeting

Section 1. Name and Location. The name of this corporation is New Mexico Higher Education Assessment Association (hereinafter “Corporation”). The principal office of the Corporation shall be located at Eastern New Mexico University, South U.S. 70, Mail Station #2, Portales, Roosevelt County, State of New Mexico, 88130. The Corporation may have such other offices either within or without the state of New Mexico, as the business of the corporation may require from time to time.

Section 2. Membership. The initial membership shall consist of all New Mexico residents who attended a New Mexico Higher Education Assessment and Retention Conference in 1995 through 1997. Thereafter, any person may become a member by annually either (1) paying registration fees and attending the New Mexico Higher Education Assessment and Retention Conference or (2) submitting an application and paying a ten dollar ($10.00) membership fee. Membership must be renewed annually in either of the above ways.

Section 3. Annual Meeting. An annual meeting shall be held each year at the New Mexico Higher Education Assessment and Retention Conference. Written notice of the meeting shall be given at least two weeks before the date of the meeting.

Article III
Board of Directors

Section 1. Management. The Board of Directors (hereinafter “Board”) shall have the general management and control of the activities and affairs of the Corporation and shall exercise the powers that may be exercised or performed by the Corporation under the laws of the State of New Mexico and the United States, these bylaws, and the Articles of Incorporation.

Section 2. Number. The Board shall consist of the seven officers (President, President Elect, Immediate Past President, Executive Secretary, Conference Director, Summer Retreat Director and Program Director) plus the two prior presidents before the immediate Past President, a total of nine members. If any person holds two or more of any of the above positions the number of Board members shall be reduced accordingly for that term.

Section 3. Meetings. Regularly scheduled meeting of the Board shall be held at least once per year at the New Mexico Higher Education Assessment and Retention Conference, and more often if necessary, at a time and place agreed upon by a majority of the members of the Board.

Section 4. Quorum. A majority of the members of the Board in office shall constitute a quorum. In the absence of a quorum at any scheduled meeting of the Board, the majority of the members of the Board present may adjourn the meeting.

Section 5. Salaries. Members of the Board shall serve without remuneration.

Section 6. Removal from Office. Any member of the Board may be removed at any time by a vote of two-thirds (2/3) of the remaining members of the Board. A member of the Board who fails to attend three (3) consecutive regular meeting of the Board may be removed by a majority vote of the remaining Board members.


Article IV
Committees of the Board of Directors

Section 1. Committees. Committees may be appointed by the President, subject to approval of the Board, as may be deemed desirable for the proper administration and operation of the Corporation. Each such committee shall serve at the pleasure of the Board. Each committee shall be chaired by a member of the Board.

Section 2. Provisions Relating to All Committees. All actions by any committee authorized or established by this Article IV shall be subject to revision and alteration by the Board. Any such committee may act by the majority of its members at a meeting (which shall constitute a quorum). Members of any such committee need not, but may be members of the Board. The chairperson of each such committee shall be appointed by the President, with the consent of the Board.

Article V
Officers of the Corporation

Section 1. Election of Officers and Tenure. All officers of the Corporation shall be members of the Board. The officers shall consist of the President, the President Elect, the Immediate Past President, the Executive Secretary, the Conference Director, the Summer Retreat Director and the Program Director. The President Elect shall be elected at each year at the annual meeting of the Corporation and shall be elected for a three-year term, serving first as President Elect, next as President, and finally as Past President. The Executive Secretary, the Conference Director, the Summer Retreat Director, and the Program Director shall be elected by the Board at any of its meetings and shall serve terms at the pleasure of the Board.

Section 2. Powers and Duties. The powers and duties of the officers shall be as follows:

A. President. The President shall be the chief executive officer of the Corporation. He or she shall preside at all meetings, and shall have general and active management of the business of the Corporation. He or she shall be an ex-officio member of all committees.

B. President Elect. The President Elect shall perform such duties and possess such powers as from time to time may be assigned by the Board or by the President. In the absence of the President, the President Elect shall perform the duties of the President.

C. Past President. The Past President shall perform such duties as may from time to time be assigned by the President or the Board of Directors.

D. Executive Secretary. The Executive Secretary shall: (a) keep the minutes of the meetings of the Corporation and the Board meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal, is duly authorized; (d) have custody of all monies and securities of the Corporation; (e) keep books of accounts; and shall submit them, together with all vouchers, receipts, records and other papers, to the Board for its examination and approval as often as it may require; and (f) in general perform all duties incident to the office of secretary and treasurer of a corporation and such other duties as may from time to time be assigned by the Board.

E. Conference Director. The Conference Director shall make all arrangements and agreements necessary to promote and conduct the annual NMHEAR conferences and shall be responsible for management of each of such conferences. The duties and responsibilities of the Conference Director shall be subject to the general policy decisions of the Board.

F. Summer Retreat Director. The Summer Retreat Director shall make all arrangements and agreements necessary to promote and conduct the annual NMHEAA Summer Retreats and shall be responsible for management of each of such Retreats. The duties and responsibilities of the Summer Retreat Director shall be subject to the general policy decisions of the Board.

G. Program Director. The Program Director shall be responsible for the preparation and dissemination of the NMHEAR Conference program and shall be the manager of the NMHEAA web site. The duties and responsibilities of the Program Director shall be subject to the general policy decisions of the Board.

H. Other Subordinate Officers and Agents. The Board may appoint or may authorize the President to appoint any other subordinate officers and agents who shall have such powers as may be prescribed by the Board.

I. Vacancies. Any vacancy which may occur in any of the elective offices shall be filled by majority vote of the Board to serve until the next annual meeting of the Board or until a successor shall have been otherwise duly elected and qualified.

G. Salaries. Officers and other members of the Board shall serve without remuneration.

Article VI
Dissolution

Upon dissolution of the Corporation, the Board, after paying and making provision for the payment from Corporation assets of all liabilities of the Corporation, dispose of all the remaining assets of the Corporation, exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable and educational purposes, as shall at that time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal laws, as the Board shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Article VII
General Provisions

Section 1. Contracts and Checks. The persons authorized to sign contracts and to sign, endorse and otherwise execute checks, drafts, notes, orders or other instruments for the payment of money issued by or to the Corporation shall be designated by appropriate resolutions of the Board.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation unless authorized by the Board.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be the twelve-month period ending December 31 of each year.

Article VIII
Indemnification

The Corporation shall indemnify any and all of its Board members or officers, or former Board members or officers, or any person who may have served at its request as a Board member or officer, against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them are made parties, or a party by reason of their being or having been Board members or officers of the Corporation, except in relation to matters as to which any such Board member or officer or former Board member or officer shall be adjudged in such action or proceeding to be liable for negligence or misconduct in the performance of such duty. Such indemnification shall not be deemed exclusive of any rights to which those indemnified may be entitled, under any bylaws, agreement, or vote of members or otherwise.

Article IX
Amendments

All bylaws of the Corporation shall be subject to alteration, amendment or repeal, and new bylaws may be added, by the affirmative vote of two-thirds of the members of the Board at, or by mail or email following any regular or special meeting of the Board.