BYLAWS
of
HUBBELL HOUSE ALLIANCE

A not-for-profit Corporation that complies with the New Mexico Nonprofit Corporation Act 53-8-1 to 53-8-99 NMSA 1978 and IRS 501(c)(3) Code.

ARTICLE I

NAME AND LOCATION

The name of the corporation is Hubbell House Alliance, hereafter referred to as the “Corporation”. The principal office of the Corporation is 6029 Isleta Boulevard SW Albuquerque, NM 87105. Meetings of the Directors may be held at such place within or without the State of New Mexico as may be designated by the Board of Directors.

ARTICLE II

MEMBERSHIP

Section 2.1: Types of Memberships

The Corporation shall have members in good standing composed of all persons and entities interested in furthering the goals and objectives of Hubbell House Alliance.

Section 2.2: Requirements for Membership

Applicants for membership, may, at the discretion of the officers and subject to applicable law, be required to provide the following:

• 2.2.1 Adherence to ethical and professional business standards and practices.
• 2.2.2 Willingness to abide by the rules, regulations and professional standards and practices of HHA.

Section 2.3: Termination of Membership

A membership may be forfeited for nonpayment of dues or for conduct that the board of directors shall deem to be contrary to the best interests of HHA.

Section 2.4: Voting Rights

2.4.1 Voting rights of members shall be limited to voting by ballot for Board Members at the annual general membership meeting. No proxy votes shall be allowed. Mail-in voting may be permitted at the discretion of the Board.

2.4.2 Only those members whose dues are paid for that fiscal year shall be entitled to vote. There shall be one vote per member or member organization: however, there shall no limit on the number or persons from the organization who pay to participate in the activities of HHA as individuals. There shall be one organizational membership per organization and one individual from the organization shall be named as its single voting representative. Such voting representative shall be designated as the applicant/renewal contact for membership. The voting representative may designate an alternate for any meeting of the organizations.

Section 2.5: Annual Dues

The annual dues for members of HHA shall be determined from time to time by the HHA board of directors. Dues shall be paid for the calendar year of HHA.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 Composition:

In accordance with the Articles of Incorporation, the Board of Directors (hereafter called the “Board”) shall consist of 12 (twelve) members. No person shall receive any compensation for serving on the Board. The Executive Director may serve as an ex-officio member of the Board of Directors (non voting).

Section 3.2: Term of Office:

3.2.1 The term of office for members of the Board shall be three (3) years, with each term beginning at the close of the annual meeting of the Corporation, and continuing through the end of the next following annual meeting.

3.2.2 No individual shall serve for more than three (3) consecutive terms as a member of the Board of Directors, except for the Executive Director.

Section 3.3: Removal:

3.3.1 Any member of the Board may be removed with or without cause, by a two-thirds (2/3) vote of the entire Board by ballot; at a regular or special meeting of the Board, provided that notice of the intent to call for such a vote naming the Board member to be removed, is given at least three (3) days prior to the meeting.

3.3.2 Any member of the Board who misses three consecutive meetings shall be terminated from the Board. Such individuals may apply to the Board for an excused absence or to be re-instated.

3.3.3 Once an individual has been removed for cause they may not hold membership in the Alliance.

Section 3.4: Vacancies:

A vacancy on the Board shall be nominated by the Chair and filled by a vote of the remaining Board members. The individual so appointed shall serve until the remainder of the term of the position they are replacing.

Section 3.5: Enumerated Powers:

The powers of the Board, in managing the affairs of the Corporation shall include, but not be limited to, the following:

3.5.1 To adopt rules of procedure and policies for the conduct of the Corporation’s business.

3.5.2 To retain or employ individuals to assist in carrying out the Corporation’s business, to set compensation and benefits for such employees and to terminate such employees, in accordance with applicable labor laws, if the best interests of the corporation require such termination. The Chair may request the recusal of the Executive Director when the Board is discussing matters related to the Executive Director’s position and salary.

3.5.3 To procure and maintain insurance to protect its members in the performance of their duties, as well as its property.

3.5.4 To insure against embezzlement and other disappearance of funds.

3.5.5 To authorize, in advance, the regular disbursement of Corporation funds by approval of the annual budget, and to authorize other expenditures not included in the annual budget, when appropriate.

3.5.6 To oversee the operation of all of the Corporation’s activities.

3.5.7 To otherwise manage the affairs of the Corporation.

ARTICLE IV

OFFICERS AND DUTIES

Section 4.1: Officers: The officers of the Corporation shall be a Chair, Vice Chair, Secretary and Treasurer, as well as such other officers as the Board may determine appropriate from time to time to carry out the affairs of the Corporation. No single board member may serve multiple offices simultaneously, except that the offices of Secretary and Treasurer may be held by one individual at the same time.

Section 4.2: Term and Elections:

4.2.1 Officers of the board of directors will be elected by the whole board to a term of three (3) years and can serve a maximum of three (3) consecutive terms, unless a board of directors member is elected to the office of Chair-elect.

4.2.2 Elections for officers shall be held at the next regular Board Meeting

Section 4.3: Vacancies:

In the event of termination of an officer of the Board, for any reason, the Vice Chair is authorized to fill the duties of that office until such time the Chair appoints and the Board approves a replacement. If the Vice Chair resigns the Secretary will serve these same responsibilities.

Section 4.4: Duties and Powers:

The officer shall perform the duties and exercise the powers prescribed by the Articles of incorporation, these Bylaws, any rules and policies adopted by the board, the laws of the State of New Mexico, and parliamentary authority adopted herein, as well as other duties assigned by the Board, or which normally pertain to the office. These duties and powers shall include but not be limited to, the following:

4.4.1 The Chair shall:

1. A. Be the principal officer of the corporation.
2. Preside at all meetings of the board.
3. Sign all contracts.
4. Except as limited by the provisions of Article 6 below, establish standing committees and special committees, make appointments and designate the Chair for all standing committees and special committees.
5. E. Be an ex-officio member of every committee except the Nominating Committee.
6. Be entitled to approve emergency expenditures, not included in the annual budget approved by the Board of directors, on behalf of the corporation, without Board approval, not to exceed two Thousand Dollars ($2,000.00) for any such expenditure.
7. Prepare an annual budget to be approved by the Board.
8. Be an authorized signatory on Corporation bank accounts.

4.4.2 The Vice Chair shall:

1. Assume all duties normally performed by the Chair in the event of a vacancy in that office, or the inability of the Chair to perform the duties of that office.
2. Assume such duties as may be assigned by the Chair or by the Board.
3. In the absence of the Chair, preside at all Board meetings.
4. Be an authorized signatory on corporate bank accounts.
5. In the absence of the Chair, appoint chairmen and members of committees as the need arises, fill vacancies on standing committees, and serve as an ex-officio member of every committee.

4.4.3 The Secretary shall:

1. Record the proceedings of all meetings of the Board.
2. Provide each member of the Board with a copy of the minutes of each Board meeting.
3. Be custodian of all corporate records, other than financial records.
4. Assume such duties as may be assigned by the Chair or the Board.

4.4.4 The Treasurer shall:

1. Be custodian of all corporate funds.
2. Make financial report at each meeting of the Board.
3. Assist the Chair in the preparation of the annual budget.
4. Be a signatory on all corporate bank accounts, except as otherwise provided herein.

Section 4.5: Committees:

4.5.1 The officers may establish, from time to time, such committees as it may deem necessary. There shall be two (2) standing committees of the corporation: Nominating and Finance.

4.5.2The Nominating Committee shall be comprised of 3 to 5 voting. The Chair of the Nominating Committee shall be the Vice Chair of the Board. The Chair Elect shall be an ex officio member of the Nominating Committee. The Nominating Committee shall prepare for the annual meeting of the board of directors and the membership a list containing the names of active voting members, in good standing, to be elected as officers and board of directors members for the ensuing year. Such list may include any board of directors’ members or officers theretofore holding office.

4.5.3 The Finance Committee shall be comprised of 3 to 5 members in good standing.The Treasurer shall be the Chair of the Finance Committee. Other finance committee members will be voluntary, except that if no one does volunteer, the Chair of the board shall appoint a minimum number of board members to serve. The Finance Committee shall be charged with ongoing oversight of the corporation’s finances in establishing an annual budget to be presented and voted on by the Board.

ARTICLE V
MEETINGS

Section 5.1: Regular Meetings:

The Board shall hold no less than four (4) regular meetings per year, one of which will be the annual general membership meeting to be held on November of each year. Additional meetings may be held as deemed necessary by the Board of Directors. All members of the Board shall be notified of the time and place of the meeting at least ten (10), but not more than thirty (30) days prior to the meeting. All members of the Board of Directors shall be notified of the time and place of such meetings, in order to allow the individual Board members the opportunity to arrange their schedules. However, this tentative notification to the members of the Board of Directors shall not take the place of the official notice of the meetings, which shall be given in accordance with the provisions of this section.

Section 5.2: Election of Officers and Board of Directors:

The nominating committee shall prepare for the membership a slate of officer candidates drawn from the members in good standing, to be voted on at the November meeting.

Section 5.3 Special Meetings:

5.3.1 Special meetings of the Board may be called by the Chair with at least three (3) days notice. Such notice by the Chair shall include a statement of the purpose of the meeting, as well as the date, time and location of the special meeting.

5.3.2 Special meeting of the members for any purpose or purposes may be called at any time by the Chair, 3 members of the board, or by signed resolution of ten percent of the voting members. The notice of such meeting shall state the purpose of the meeting, although other matters may be addressed and acted upon during the meeting.

Section 5.4: Notice:

Notice of such meetings shall be given in a timely manner by the Secretary of the Corporation. However, a written waiver of Notice signed by a board member, or attendance at the meeting, shall constitute proper notice under these Bylaws, as to that Board member, regardless of whether notice was given with the time period stated above.

Section 5.5: Quorum:

A quorum shall be a majority of the number of members of the board than serving as such, excluding vacancies. Voting by proxy shall not be allowed at board of directors meetings.

ARTICLE VI
CONTRIBUTIONS, FEES AND DEPOSITORIES

Section 6.1: Contributions and Fees:

Any contributions, bequests or gifts made to the corporation, as well as severance fees, shall be accepted or collected and deposited only in such manner as shall be designated by the Board.

Section 6.2: Depositories:

The Board shall determine what depositories the Corporation shall use as long as such depositories are federally insured. All checks and orders for the payment of money from said depositories shall bear the signature of the Treasurer or Chair; provided that the signatures of both the Chair and Treasurer shall be required on all checks and orders for payment in excess of Two Hundred Dollars ($200.00).

ARTICLE VII
CONTRACTS AND DEBTS

All contracts and evidences of debt may be executed only as provided above, or as directed by the Board. The Chair, in the absence of an Executive Director, shall execute in the name of the Corporation, all contracts or other instruments so authorized by the Board. The Board shall approve all regular expenditures of Corporation funds by approval of the annual budget, as well as any emergency or non-budget expenditures in excess of Two Hundred Dollars ($200.00).

ARTICLE VIII
FISCAL YEAR

The Corporation shall operate on a fiscal year beginning January 1 and ending December 31.

ARTICLE IX
NOTICE

Unless otherwise specifically provided for in these Bylaws or the Articles of Incorporation, notices may be given through a corporate newsletter, if any, which may be mailed to the Board members; through E-mail notices; and/or by telephone. All board members must be notified when such a notice is appropriate in the course of the Corporation’s business.

ARTICLE X
PARLIAMENTARY AUTHORITY

The corporation shall conduct its meetings in accordance with the law of the State of New Mexico. The Board of Directors at its discretion may adopt special rules of procedure for all matters not specifically covered by the Articles of Incorporation or these bylaws.

ARTICLE XI
ADVISORY COMMITTEE

The Board of Directors at its discretion shall create and appoint an Advisory Committee to the Corporation.

ARTICLE XII
AMENDMENT OF BYLAWS

These Bylaws may be amended by a two-thirds (2/3) vote of the Board at any regular meeting or special meeting, provided that the proposed amendment has been submitted to each member of the Board in writing at least ten (10) days prior to the meeting.

Hubbell House Alliance
6029 Isleta Blvd.
Albuquerque, New Mexico 87105
505-244-0507