Bylaws of the Bernalillo County Extension
Master Composters Association

Bylaws adopted October 30, 2010

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ARTICLE I - Name and purpose

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Section 1 - Name: The name of the organization shall be the Bernalillo County Extension Master Composters Association. It shall be a nonprofit educational organization to be incorporated under the laws of the State of New Mexico.

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Section 2 - Purpose: The purpose of this association is to provide a structure for the support and maintenance of the Master Composter education program and its graduates.

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Section 3 - Intent: The Bernalillo County Extension Master Composters Association is organized exclusively for charitable and educational purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

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ARTICLE II - Membership

Section 1 - Eligibility for membership:

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• Membership in the Association shall be on a nondiscriminatory basis without regard to race, color, religion, national origin, gender, disability, or age.

   

• Application for voting membership shall be open to those volunteers who have completed all the requirements for Master Composter training in Bernalillo County, New Mexico.

   

• Master Composters educated in other jurisdictions may apply for voting membership and be accepted pending approval of their credentials by the board.

   

• Interns in the current year's training program will be nonvoting student members.

Section 2 - Maintenance: Members are required to complete a minimum of ten volunteer outreach teaching hours annually. The minimum number of required hours may be modified by the board.

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Section 3 - Annual dues: Continued membership is contingent on being up-to-date on membership dues, the amount which will be determined annually by the board.

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Section 4 - Term: the term of membership shall be one year.

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Section 5 - Rights of members: Each voting member shall be able to vote in association elections, run for office, serve on committees, attend board and scheduled meetings.

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Section 6 - Resignation / termination:

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• Any member may resign by notifying the secretary. A member may be terminated for cause by a majority vote of the board.

   

• A member may take a sabbatical or go on inactive status. The methods for these options will be described in the Standing Rules.

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Section 7 - Non voting membership: The board shall have authority to establish and define other nonvoting categories of membership.

Section 8 - Membership categories:

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• Active members: Those who have paid dues and completed volunteer hours; they will have full voting privileges and ability to hold an office and serve on the board of directors.

• Inactive members: Persons who have been granted Inactive Status; they will have neither voting privileges nor the ability to hold office or serve on the board of directors.

• Associate members: Those who have not paid dues but have competed volunteer hours or those who have paid dues but have not completed volunteer hours; they will have neither voting privileges nor the ability to hold office or serve on the board of directors.

ARTICLE III - Meetings of members

Section 1 - Annual meeting: An annual meeting of the members shall take place at a place, date and time as determined by the board.

Section 2 - Notice of meetings: Printed notice of the annual meeting and special meetings will be sent to all voting members not less then four weeks prior to the event.

Section 3 - Special meetings: A special meeting may be called by the president or a simple majority of the board of directors. A petition signed by five percent of the voting members may also call a special meeting.

Section 4 - Quorum: The voting members present at any properly announced meeting shall constitute a quorum.

Section 5 - Voting: All issues to be voted on shall be decided by a simple majority of those voting members present at the meeting in which the vote takes place. Voting on any issue via email shall be at the discretion of the board of directors.

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ARTICLE IV - Board of directors

Section 1 - Board role and compensation: The board of directors, focused on the mission, is responsible for overall policy and direction of the association, maintenance of the bylaws and collaboration with the Bernalillo County Extension Office. Board members receive no compensation other than reasonable expenses.

Section 2 - Board composition: There shall be nine board members as follows:

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• There shall be four officers of the board: president, vice president, secretary and treasurer.

   

• The immediate past president shall be a member, when one is available.

   

• There shall be up to four members at large.

   

• There shall be a non-voting representative from the Bernalillo County Extension Office.

Section 3 - Duties of officers:

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• The president shall:

  • preside at all meetings of the board and of the general membership

  • send out announcements of meetings

   

• The vice president shall perform duties as assigned by the president and the board. In the absence of the president, the vice president shall fill that position and assume its duties.

   

• The secretary shall:

  • keep the records of the association

  • record and distribute minutes from board, regular and special meetings

  • maintain an updated list of active members

  • turn over completed secretarial records to his / her successor

  • perform other duties as assigned by the board and those that may be usual and customary for the office

   

• The treasurer shall:

  • receive, record, disburse and deposit all monetary income for the association

  • shall make a financial report at each board and annual meeting

  • chair the finance committee

  • prepare and present the annual budget

  • help develop fund raising plans

  • make financial information available for the board

  • send annual dues notices to the membership

  • turn over completed financial records to his / her successor

  • file the appropriate version of the IRS Form 990 by the 15th day of the 5th month after the end of the association's fiscal year

  • file in a timely fashion all documents required of the association (corporation) by state, local and federal regulation(s)

  • perform other duties as assigned by the board and those that may be usual and customary for the office

Section 4 - Members at large will represent the membership and chair committees as may be required.

Section 5 - Past president: The immediate past president will advise, share expertise and chair the Bylaws and Standing Rules Review Committee.

Section 6 - Advisor: A representative from the Bernalillo County Extension Service shall serve as advisor and liaison.

Section 7 - Terms: All board members shall serve two year terms, but are eligible for re-election for up to two consecutive terms.

Section 8 - Meetings and notice: The board shall meet at least quarterly at an agreed upon date, time and place. An official board meeting requires that each board member have written notice from the president at least two weeks in advance.

Section 9 - Board elections: New directors and current directors shall be elected or re-elected by a ballot from the membership, at or before the annual meeting.

Section 10 - Election procedures: A Board Development Committee will prepare a slate of prospective board members to be sent to the membership at least one month prior to the annual meeting. Any member may write in a candidate to the slate presented. Votes will be counted and announced at the annual meeting.

Section 11 - Quorum: A quorum must be attended by at least fifty percent of board members to transact business and motions to pass.

Section 12 - Vacancies: When a vacancy exists on the board mid term, the board will fill the vacancy with a willing person from the membership. A vacancy will be filled only to the end of the original board member's term.

Section 13 - Resignation, termination and absences: Resignation from the board must be in writing and received by the secretary. A board member shall be terminated after two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a majority vote of the remaining directors.

Section 14 - Special meetings of the board shall be called upon request of the president or a majority of the board. Notices of special meetings shall be sent to each board member, by the secretary at least two weeks in advance.

Section 15 - Electronic mail: The board members may communicate, coordinate, collaborate, discuss and vote on issues via electronic mail. Email votes will be reconfirmed and recorded at the very next board meeting. A ballot for election, updates and "blasts" of important information may be sent to members via email.

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ARTICLE V - Committees

Section 1 - Committee formation: The board may create committees as needed.

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Section 2 - Executive Committee: The four officers serve as members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board and is subject to the direction and control of the full board.

Section 3 - Standing committees: Standing committees and duties are as follows:

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• The Community Outreach Coordinating Committee shall:

  • help promote, network and advertise the availability of Master Composter services for the community

  • match and coordinate requests from the public with willing Master Composters

  • collaborate with the Communications Committee on publication of upcoming classes

  • maintain (volunteer hours) statistics on all public outreach events and the instructors thereof

   

• The Education Committee shall:

  • develop educational materials and best practices information for use by the members

  • develop and implement the annual Master Composter training program, as necessary

  • plan continued education events for the membership

   

• The Communication Committee shall:

  • share information about the association with the community via the association's web site

  • maintain and update the website in collaboration with other committees as the need arises

   

• The Finance Committee shall:

  • provide for an annual audit review of association's fiscal status

  • prepare and propose an annual budget

  • prepare and propose fund raising methods

  • propose methods for sound association assets management

  • evaluate the dues structure to assure that it meets the operating needs of the association

ARTICLE VI - Fiscal year

Section 1 - The fiscal year of the association shall be from November 1 to October 31.

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ARTICLE VII - Amendments

Amendments to the bylaws shall be proposed to the membership prior to the annual meeting or a specially called meeting. A two thirds vote of those members voting shall ratify the amendments.

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ARTICLE VIII - Parliamentary authority

The rules contained in the current edition of Robert's Rules of Order shall govern the association in all cases in which they are applicable, and in which they are not inconsistent with these bylaws and any Standing Rules. The Standing Rules are provided separately.

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ARTICLE IX - Resolution of dissolution

Section 1 - Dissolution: Be it resolved that in the event that this association is dissolved, all assets and records shall go to the Bernalillo County Extension Service for management and storage until a replacement group is formed, or, if that does not occur within a reasonable period for disposal by said BCES.

Section 2 - Resolution of Dissolution: Upon the dissolution of the Bernalillo County Extension Master Composters Association, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3)of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a Court of Competent Jurisdiction of the County in which the principal office of the Bernalillo County Extension Master Composters Association is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

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ARTICLE X - Standing rules

Section 1 - Policies and Procedures:

1. Description of community volunteer services and credit for each:

   • Teaching home composting classes: credit is given for each hour of teaching and for one hour of preparation time for each class.

   • Teaching a module(s) for the MC training course: credit is given for each hour of teaching and one hour of preparation time per module.

   • Site visits for composting advisement and assistance: credit is given for each hour.

   • Service on the board of directors of the Association: credit is given for each hour of service up to 1/2 the total number hours required in any one year.

   • Hands-on community composting projects: credit is given for each hour of service up to 1/2 of the total number of hours required in any one year.

   • Other types of community outreach service may be presented to the board for approval.

   • Service and support on any standing or ad hoc committee of the association - hour for hour.

2. If a member cannot complete the minimum number of service hours by December 31, that member should request a time extension from the board prior to December 1. At most three uncompleted volunteer hours may be carried over into the next reporting period.

3. Reporting volunteer hours:

   • Each member shall keep a record of his / her volunteer hours.

   • Each member shall report his / her volunteer hours to the Outreach Committee Chairperson by December 1. Hours for a class(s) to be given during December 1-31 should be estimated and included in the total submitted.

   • Reporting of hours shall follow the format presented on the Association's web site at the Community Outreach selection. As an example:

     • Instructor's name

     • Total number of volunteer hours to be credited

     • Date, time, location of service events

     • Number of participants at each event

     • Topics taught for each event

4. A member may assume an inactive status pending approval of a request presented to the board.

5. Education coordinator, treasurer, secretary, and outreach coordinator shall maintain the membership roster.

6. Dues are payable at the beginning of the fiscal year. Current annual dues are $20.00.

7. Participation in the association's programs is subject to the observance of the association's rules and procedures. The BCEMCA expects that all members shall:

   • Treat any association officer, volunteer or activity participant with courtesy and respect.

   • Abide by civil laws and safety regulations at any association sponsored event.

   • Collaborate and cooperate with association officers and members.

   • Follow association policies and procedures.

8. A complaint about any behavioral issue(s) by an association member shall be addressed on an individual basis by the board of directors. The Board may:

   • Initially consult with the association's advisor at the BernCo Extension Office.

   • Counsel and advise the individual member about his/her conduct.

   • Vote to disenfranchise a member based on cause.