Bylaws of the New Mexico De Jure Assembly
Bylaws of the New Mexico De Jure Assembly (A United States of America Unincorporated Nonproﬁt Association). The name of the association is “New Mexico De Jure Assembly”, or the “Assembly”.
- Offices & General
- Membership & Assembly
- Indemniﬁcation, General Corporate, Attachments & Certification
1.1.1. The current address for the Assembly is P.O. Box 90624
Albuquerque, NM 87199
1.2. Principal Executive or Business Offices.
1.2.1. The Council will ﬁx the location of the principal executive office of the Assembly at any place within the State of New Mexico.
1.3. Other Offices.
1.3.1. Branch or subordinate Offices may be established at any time and at any place by the Council.
2.1.1. The Assembly shall have a Council of 12 members
2.1.2. The Assembly shall have 11 Committees
2.1.3. The Assembly shall have 1 Sub Council
2.2.1. The Council will have 9 seats that are ﬁlled by election of the Assembly members and 3 appointed seats
188.8.131.52. Appointed seats will consist of the Presiding Officer of the Treasury, Law, and Law Enforcement Committees
2.2.2. The Council will have the following Official Positions
184.108.40.206. Council Presiding Officer (also servicing as the Assembly Presiding Officer)
220.127.116.11. Council Secretary (also serving as the Assembly Secretary)
18.104.22.168. Council Treasurer (also serving as the Assembly Treasurer)
22.214.171.124. Council Sergeant At Arms (appointed to the Council by being Law Enforcement Committee Presiding Officer)
126.96.36.199. Council Ombudsman (appointed to the Council by being elected Law Committee Presiding Officer)
188.8.131.52. Council Communications Officer
184.108.40.206. Council Information Technology Officer
220.127.116.11. Council Strategic Operations Officer in Charge of Needs
18.104.22.168. Council Strategic Operations Officer in Charge of Solutions
22.214.171.124. Council Strategic Operations Officer in Charge of Coordination
126.96.36.199. Council Human Relations Officer for Internal Operations
188.8.131.52. Council Human Relations Officer for External Operations
2.3.1. All Committee and Restoration Team seats are appointed by 80% or more agreement of the Council.
2.3.2. The Assembly will create have of the following eleven (11) permanent Committees:
184.108.40.206. Law Enforcement
220.127.116.11. Environment & Agriculture
18.104.22.168. Family Services
22.214.171.124. Health & Wellness
126.96.36.199. Project Management
188.8.131.52. Public Works & Infrastructure
2.3.3. The Assembly will have a Restoration Team
2.3.4. The Committees and Restoration Team will each elect a Presiding Officer for each Committee and the Restoration Team.
2.4. Sub Council
2.4.1. The Sub Council consists of:
184.108.40.206. The Presiding Officer from each Committee
220.127.116.11. Three members of the Council
3.1. Assembly Membership Requirements and Assembly New Member Policy
3.1.1. Membership in the Assembly will be established according to the Articles of Association, Assembly Membership Requirements, Member Rights & Policy & Code of Conduct document. This document is included here by Reference.
- Assembly Public Meetings
4.1. Place and Conduct of Meetings.
4.1.1. Assembly Public Meetings will be held via Zoom call, another online video conferencing service, or at a location speciﬁed in the meeting notice. Members who are not present in person at a meeting of the Assembly may participate in a meeting of the Assembly via Zoom or another online video conferencing service or by reviewing the recording and/or minutes of the meeting.
4.2. Council Nominations & Elections Meetings
4.2.1. Assembly meetings for council nominations, elections and results will be conducted according to the Assembly Elections Policy & Procedure document as created by the Council and included in these Bylaws by reference.
4.3. Special Meetings.
4.3.1. A special meeting of the Assembly may be called at any time by the Council, by the Presiding Officer, or by one or more members in good standing. If a special meeting is called by anyone other than the Council, the person calling the meeting will make a request in writing to the Assembly requesting the time and date of the meeting (which shall be within 30 days of the request) and the general nature of the business proposed to be transacted.
4.4. Notice of Assembly Meetings.
4.4.1. All notices of regular Assembly meetings will be posted prominently in the Assembly website and social media channels not less than 24 hours prior to the meeting.
4.4.2. Notice of Election related Assembly meetings will be posted on the Assembly website and social media channels not less than 14 days prior to the meeting or as speciﬁed in the Assembly Elections Policy & Procedure whichever is earliest.
4.4.3. Notice of Special Meetings will be posted on the Assembly website and social media channels not less than 14 days prior to the meeting.
4.4.4. All notices must include links to the scheduled Zoom meeting or other online video conferencing service and a summary about the purpose of the meeting and a link to detailed information if available.
4.5. Manner of Giving Notice.
4.5.1. Notice of any Assembly meetings will be given by electronic notice on the Assembly Website and all social media channels.
4.6.1. The presence of a simple majority of members in good standing who are eligible to vote at any meeting of the Assembly will constitute a quorum for the transaction of business.
4.7.1. The members’ vote may be made by a visual representation in an electronic meeting, by signature on a digital document, or as speciﬁed in the Assembly Elections Policy & Procedure document.
4.8. Waiver of Notice or Consent by Absent Members.
4.8.1. The transactions of any meeting of the Assembly will be as valid as though they were had at a meeting duly held after regular call and notice, if a quorum is present, and if each person entitled to vote who was not present, either before or after the meeting, is given the opportunity to sign a waiver of notice or a consent to holding the meeting or an approval of the minutes of the meeting.
4.9. Member Action by Written Consent Without a Meeting.
4.9.1. Any action that could be taken at a meeting of the Assembly may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by at least 80% of the members in good standing, and the margin to pass such an action were reached as a meeting otherwise called and all votes cast.
4.10.1. Every person entitled to vote for Council members or on any other matter will have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and ﬁled with the Secretary of the Assembly.
5.1.1. Subject to the provisions of the law (the “Code”) and any limitations in the Declaration of Existence, The Declaration of Independence for the Living Beings of Earth, the Resolution of One Accord and these Bylaws, the business and affairs of the Assembly will be managed, and all Assembly authorities and powers will be exercised by or under the direction of the Council.
5.1.2. Such general powers shall include (but not be limited to):
18.104.22.168. Select and remove all Officers, agents, and employees of the Assembly; assign and remove duties from them; ﬁx their compensation; and require from them security for faithful service.
22.214.171.124. Change the principal executive office or the principal business office in New Mexico from one location to another; and cause the Assembly to be qualiﬁed to conduct Assembly business in the Assembly jurisdiction.
5.2. Number of Council Members.
5.2.1. The authorized number of Council members will be 12 until changed by a duly adopted amendment to these Bylaws adopted by the vote or written consent of a 80% of the Assembly membership entitled to vote.
5.3. Election of Council Members.
5.3.1. Council members will be elected at each annual election meeting of the members according to the Assembly Elections Policy & Procedure. Any director may resign effective on giving written notice to the Presiding Officer, the Secretary, or the Council.
5.4. Term Limits and Terms
5.4.1. Council and Committee Members will serve for a term of 2 years with a term limit of 2 terms. However, in order to create an offset staggering of Council members, the following Council members will serve a term of 1 year when first elected after passage of these Bylaws: Council Presiding Officer, Council Secretary, Council Treasurer, Council Sergeant at Arms, Council Ombudsman and Council Information Technology Officer. All other Council members shall serve a 2 year term when first elected after passage of these Bylaws. And all Council members shall serve 2 year terms thereafter.
5.4.2. Presiding Officers and Secretaries for the Council and Presiding Officers for the Committees will serve for a term of one year with a term limit of 2 terms.
5.5.1. A vacancy in the Council will be deemed to exist: if a Council Member dies, resigns, or is removed by the Council; a court of appropriate jurisdiction enters a felony conviction against the Council Member or declares the Council Member of unsound mind; or if the authorized number of Council Members is increased.
5.6. Meetings by Electronic Communications.
5.6.1. Meetings of the Council will be held at any place within or outside New Mexico as designated by the Council. Council Members not physically present in person at a meeting of the Council may participate in a meeting of the Council by means of electronic transmission or similar means of communication.
5.7. Annual Council Meeting.
5.7.1. Immediately after each annual election meeting, the Council will hold a regular meeting at the same place, or at any other place that has been designated by the Council, to Elect a Presiding Officer and Secretary if required and to consider other Assembly business as desired.
5.8. Special Meetings.
5.8.1. Special meetings of the Council may be called for any purpose or purposes at any time by the Presiding Officer, the Secretary, or any three Council Members.
5.9.1. A majority of the authorized number of Council members will constitute a quorum for the transaction of business.
5.10. Waiver of Notice.
5.10.1. Notice of a meeting, although otherwise required, need not be given to any Council Member who signs a written waiver of notice or a consent to holding the meeting or an approval of the minutes of the meeting.
5.11. Action Without a Meeting.
5.11.1. Any action required or permitted to be taken by the Council may be taken without a meeting, if all members of the Council individually or collectively consent in writing to that action.
5.12. Council Officers
5.12.1. The Officers of the Assembly will be a Presiding Officer, a Secretary, a Treasurer, Sergeant at Arms and an Ombudsman. The Assembly’s Presiding Officer, Secretary and Treasurer shall be elected by a majority of the Assembly membership and shall service on the Council in their respective roles. The Assembly Sergeant at Arms and Assembly Ombudsman shall also be elected by a majority of the Assembly membership and shall preform their duties exclusively for the Assembly. The Council Sergeant at Arms and the Council Ombudsman shall be appointed to their positions by virtue of being elected the Presiding Officers of the Law and Law Enforcement Restoration Committees. The Assembly may also have, at the discretion of the Council, such other Officers as may be appointed in accordance with this Article.
5.12.2. A person may only hold one Office in the Assembly.
5.12.3. The Officers of Assembly Committees will be a Presiding Officer, elected by the Members of the respective Committee.
5.13. Appointment of Committee Members.
5.13.1. The members of the Assembly Committees will be appointed bi-annually by the Council and will serve at the pleasure of the Council.
5.14. Removal and Resignation of Committee Members.
5.14.1. Any Committee Member chosen by the Council may be removed at any time, with or without cause or notice, by the Council. Any Committee member may resign at any time by giving written notice to the Council.
5.15. Vacancies in Offices.
5.15.1. A vacancy in any office resulting from an officer’s death, resignation, removal, or disqualiﬁcation, or from any other cause, will be ﬁlled in the manner prescribed in these Bylaws for regular election or appointment to that office.
5.16. Council Presiding Officer
5.16.1. The Presiding Officer of the Assembly will be the Assembly’s general manager and Chief Operations Officer and, subject to the control of the Council, will have general supervision, direction, and control over the Assembly’s business and its Officers. The managerial powers and duties of the Presiding Officer will include, but are not limited to, all the general powers and duties of management of the Assembly subject to the consent of the Council.
5.17. Committee Presiding Officers.
5.17.1. Committee Presiding Officers will be elected by their respective Committee and shall serve at the direction of their Committee.
5.18. Secretary of the Assembly.
5.18.1. Minutes: The Secretary of the Assembly will keep minutes of all of the Assembly meetings and of all other Council meetings.
5.18.2. Record of Members: The Secretary of will keep at the principal executive office or electronic location, a record of members.
5.18.3. Notice of Meetings: The Secretary will give notice of all Assembly meetings and Council meetings for which notice is required by statute or by the Bylaws. If the Secretary or other person authorized by the Secretary to give notice fails to act, notice of any meeting may be given by any other Officer of the Assembly.
5.19.1. The Treasurer will keep adequate and correct books and records of accounts of the properties and business transactions of the Assembly, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings. The books of account will at all reasonable times be open to inspection by any Assembly member.
5.20. Conflict of Interest Policy for Officers and Assembly Employees
5.20.1. The Conflict of Interest policy for Officers and Employees of the Assembly will be established according to the Conflict of Interest Policy document. This document is included here by reference.
6.1. Indemniﬁcation Of Directors, Officers, Employees, And Other Agents
6.1.1. The Assembly will, to the maximum extent permitted by these Bylaws, the referenced documents and any applicable law, have power to indemnify each of its agents against amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the Assembly, and will have power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by law. For purposes of this Article, an “agent” of the Assembly includes any person who was an Officer, employee, or other agent of the Assembly, or was otherwise serving at the request of the Assembly.
- General Corporate (Assembly) Matters
7.1. Authorized Signatories for Checks & Financial Transactions.
7.1.1. All checks or other evidences of indebtedness issued in the name of or payable to the Assembly will be signed or endorsed by the person in the manner authorized from time to time by resolution of the Council.
7.2. Executing Corporate Contracts and Instruments.
7.2.1. Except as otherwise provided in the articles or in these Bylaws, the Council by resolution may authorize any officer, officers, agent, or agents to enter into any contract or to execute any instrument in the name of and on behalf of the Assembly.
8.1. Amendment by Council or Members.
8.1.1. Unless prohibited by applicable Law, or the Articles of Assembly, these Bylaws may be amended or repealed, and new Bylaws may be adopted by the Council or by 80% consent of the members in good standing that are entitled to vote.
8.1.2. Documents included in these Bylaws by reference are the responsibility of the Council for amendment or correction.
- Certiﬁcation Of The Adoption Of The Bylaws
9.1. The undersigned, Secretary of the New Mexico De Jure Assembly, hereby certiﬁes that the foregoing is a true and correct copy of the Bylaws of the Assembly.