Coalition for Excellence in Science and Math Education

CESE Bylaws

BYLAWS OF THE COALITION FOR EXCELLENCE IN SCIENCE AND MATH EDUCATION

  • 1 ‑ MEMBERS
  • 1.1 Number of Members. The Incorporator of the Corporation shall be M. Kim Johnson. Beginning with the first meeting of the Members, and all times thereafter, the maximum number of Members shall not be limited.
  • 1.2 Qualification of Members. Membership in the corporation shall be open to all persons supporting the purpose of the Corporation. Each member is expected to help defray the costs of operations by payment of annual dues. Dues are due at the Annual Meeting. Dues paid at other times during the year may be prorated. If a member suffers a special hardship, the Corporation through its President may defer or reduce the requirement for dues for up to one year on a case-by-case basis.
  • 1.3 Annual Meeting. The annual meeting of the Members for the election of members and Directors and for the transaction of such other business as properly shall come before the meeting shall be held on the last Saturday in June in each year if not a legal holiday, or, if a holiday, then on the next succeeding day not a legal holiday.
  • 1.4 Special Meetings. Special meetings of the Members shall be called at any time by the Secretary of the Corporation upon the request of the President or no less than ten percent (10%) of the Members or upon resolution of the Board of Directors.
  • 1.5 Place of Meetings. All meetings of the Members shall be held at such places within or out of the State of New Mexico as shall be specified in the respective notices of such meetings or waivers thereof.
  • 1.6 Notice of Meetings. Notice of every annual meeting and of every special meeting of the Members shall be served personally or by mail or by other electronic medium on each Member not less than 10 days before the meeting. Annual meetings shall be general meetings and open for the transaction of any business within the powers of the Corporation without special notice of such business except in any case where special notice is required by law, by the Articles of Incorporation or by the Bylaws. Notice of special meetings shall state the purpose or purposes for which the meeting is called, and the notice of any meeting shall state the time when and the place where it is to be held. If mailed, such notice shall be directed to each Member entitled to notice at his/her address as it appears on the books or records of the Corpora­tion. Notice of the time, place or purpose of any meeting need not be given to any member who attends such meeting or to any Member who in writing, executed and filed with the records of the Corporation, either before or after the holding of such meeting, waives such notice.
  • 1.7 Quorum. At all meetings of the Members the presence in person of ten percent (10%) of the Members (but not less than three Members) shall be necessary and sufficient to constitute a quorum, and, except as otherwise provided by law or by the Bylaws, the act of a majority of the Members present shall be the act of the Members.
  • 1.8 Voting. At all meetings of the Members all matters shall be decided by the vote of a majority of a quorum of the Members cast in person. Any Member may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meet­ing can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. At all membership meetings, written proxies shall be accepted and validated by the secretary. Proxies presented by e-mail shall be accepted with the mutual consent of the President and the Secretary. Copies of e-mail proxies must be presented at the meeting. General proxies are those that allow another member to vote for the proxy giver at the discretion of the other Member. General proxies shall count toward a quorum. A limited proxy is one that specifies that the holder must vote in a specific manner on specifically named issues. Limited proxies do not count toward a general quorum but do count toward a quorum for those specific issues named in the proxy.
  • 1.9 Meeting Not Required. Any action which is required or permitted to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Members constituting a quorum who are entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as a unanimous vote of the Members. Such action shall be effective as of the date specified in the consent.
  • 1.10 Resignation and Removal of Members. Any Member may be removed at any time at any meeting by a vote of a majority of the Members or by a vote of three quarter vote of the entire Board of Directors of the Corporation. Any Member may resign at any time.
  • 1.11 Compensation. The Board of Directors may authorize reimbursement for expenses incurred by Members in con­nection with the performance of their duties, provided, however, that nothing herein contained shall be construed to preclude any Member from serving the Corporation in any other capacity or receiving compensation for any such services.
    ARTICLES

  • ARTICLE 1 ‑ BOARD OF DIRECTORS
  • ARTICLE 1.1 . Management. The affairs and the property of the Corporation shall be managed by the Board of Directors (here­inafter sometimes referred to as the Board). The Directors shall act only as a Board and individual Directors shall have no power as such.
  • ARTICLE 1.2 . Annual Meeting. The annual meeting of the Board for the election of officers and for the transaction of such other business as properly shall come before the meeting and shall be held as soon as practicable following the annual meeting of Members.
  • ARTICLE 1.3 . Special Meetings. Special meetings of the Board shall be called at any time by the Secretary upon the request of the President or no less than one‑quarter of the Directors.
  • ARTICLE 1.4 . Place of Meetings. All meetings of the Board shall be held at such places within or out of the State of New Mexico as shall be specified in the respective notices of such meetings or waivers thereof.
  • ARTICLE 1.5 . Notice of Meetings. Notice of every annual meeting of the Board and of every special meeting shall be served personally or by mail, e-mail, telephone or any other practical method, on each Director not more than 30 nor less than 3 days before the meeting. Annual meetings of the Board shall be general meetings and open for the transaction of any business within the powers of the Board without special notice of such business except in any case where special notice is required by law, by the Articles of Incorporation, or by the Bylaws. Notice of special meetings shall state the purpose or purposes for which the meeting is called, and the notice of any meeting shall state the time when and the place where it is to be held. If transmitted, such notice shall be directed to each Director entitled to notice at his address as it appears on the books or records of the Cor­poration. No notice of the time, place or purpose of any meeting need be given to any Director who attends such meeting or to any Director who in writing, executed and filed with the records of the Corporation, either before or after the holding of such meet­ing, waives such notice.
  • ARTICLE 1.6 . Quorum. At all meetings of the Board, the pres­ence of at least one-half of the Directors (but not less than three Directors) shall be necessary and sufficient to constitute a quorum, and, except as otherwise provided by law or by the Bylaws, the act of a majority of the Directors present shall be the act of the Board.
  • ARTICLE 1.7 . Voting. At all meetings of the Board, or of any committee thereof, all matters shall be decided by the vote of a majority of a quorum of the Board cast in person or by proxy. Any Director may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. At all Board meetings, written proxies shall be accepted and validated by the Secretary. Proxies presented by e-mail shall be accepted with the mutual consent of the President and the Secretary. Copies of e-mail proxies must be presented at the meeting and acknowledged by the Director using said proxy at the next Board meeting. General proxies are those that allow another Director to vote for the proxy giver at the discretion of the other Director. General proxies shall count toward a quorum. A limited proxy is one that specifies that the holder must vote in a specific manner on specifically named issues. Limited proxies do not count toward a general quorum but do count toward a quorum for those specific issues named in the proxy.
  • ARTICLE 1.8 . Number of Directors. The Directors named by the Incorporators in the Articles of Incorporation shall be the Directors of the Corporation until the first meeting of the Members or until their successors shall have been duly elected and qualified, and until their earlier death, resignation or removal in accordance with the Bylaws. Beginning with the first meeting of the members, the number of Directors shall consist of no fewer than three nor more than fifteen as the Board shall determine at any meeting called for the purpose of fixing the number of Directors.
  • ARTICLE 1.9 . Election of Directors. The Directors shall be elected annually by the Members at their annual meeting and shall include the immediate Past President. Direc­tors shall be elected by a plurality of the votes cast and may succeed themselves in office. Each person elected a Director shall continue in office until the annual meeting next after his/her election and until his/her successor shall have been duly elected and qualified, or until his/her earlier death, resignation or removal in accordance with the Bylaws. Additional Directors to fill any vacancy or vacancies caused by any increase in the number of Directors or by the death, resignation or removal of any Director, may be elected at any Meeting of the Members of the Corporation called for that purpose. Directors shall be elected from among the Members.
  • ARTICLE 1.10 . Resignation, Removal of Directors and Vacancies.
  • (a) Any Director may be removed at any time with or without cause and with or without notice at any meeting of the Members by a vote of the majority of any quorum of Members called for such purpose. Any Director may resign at any time.
  • (b) Any Director may be removed for cause upon the vote of three-quarters of all the Members of the Board.
  • ARTICLE 1.11 . No Meeting Required. Any action which is required or permitted to be taken at a meeting of the Directors, or a committee, may be taken without a meeting if a consent in writing (or other permanent electronic medium), setting forth the action so taken, is signed or acknowledged by all of the Directors, or members of the committee. The consent shall have the same effect as a unanimous vote. Such action shall be effective as of the date specified in the consent.
  • ARTICLE 1.12 . Compensation. The Directors shall not receive compensation for their services as such but the Board may autho­rize reimbursement for expenses incurred by Directors in connec­tion with the performance of their duties; provided, however, that nothing herein contained shall be construed to preclude any Direc­tor from serving the Corporation in any other capacity or receiv­ing compensation for any such services.
  • ARTICLE 1.13 . Indemnification. Any person made a party to any action, suit or proceeding by reason of the fact that he is or was a director, officer or employee of the Corporation, or of any corporation for which he served as a director or officer at the request of the Corporation, shall be indemnified by the Corpora­tion against the reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for willful misconduct or recklessness in the performance of his duties. The foregoing right of indemnification shall be deemed exclusive of any other rights to which any such director, officer or employee may be entitled as a matter of law.
  • Section 2.14. Vacancies. In case of any vacancy in the Board of Directors, the remaining Directors may choose to fill the position by a majority vote of the entire Board, until the expiration of the term. If the Directors so elect to fill the Director vacancy, the person filling the position will also take over the responsibility of the officer's position that was concurrently vacated, if applicable. If the vacancy occurs within four months of the Annual Meeting of the Members, the Directors may choose to assume the duties of the vacated office and wait for said Annual Meeting to elect a replacement.
  • ARTICLE 2 ‑ OFFICERS
  • ARTICLE 2.1 . Number of officers. The officers of the Corporation shall be a President, a Vice President/President Elect, a Secretary, and a Treasurer. One person may hold two or more of the aforesaid offices, except that the same person may not be both President and Secretary. The Board may also establish the office of Chairman of the Board and such other offices of the Corporation as it may determine and it may define the powers and duties of each. All officers need to be a Member.
  • ARTICLE 2.2 . Election of officers. The officers shall be elected annually at each annual meeting of the Board by majority vote cast by a quorum of the Board and may succeed themselves in office. Each person elected an officer shall continue in office until the next annual meeting after his/her election or until his/her successor shall have been duly elected and qualified or until his earlier death, resignation or removal in accordance with the Bylaws. Vacancies of officers caused by death, resignation, removal or increase in the number of officers may be filled by a majority vote of a quorum of the Board at a special meeting called for that purpose or at any regular meeting.
  • ARTICLE 2.3 . Appointment of Additional officers. The Board at any meeting may appoint additional officers, agents, and employees and determine their duties, terms of office and com­pensation, and it may delegate such authority to any officer or committee.
  • ARTICLE 2.4 . Removal of officers. Any officer may be removed at any time with or without cause and with or without notice by a vote of two-thirds of the entire Board at any meeting of the Board.
  • ARTICLE 2.5 . Chairman of the Board. The Chairman of the Board, who shall be the then President, shall preside at all meetings of the Members and of the Board and shall have such other powers and duties as may be assigned to him/her from time to time by the Board or as prescribed by these Bylaws.
  • ARTICLE 2.6 . President. The President shall be the chief executive officer of the Corporation and shall have general super­vision over the affairs and property of the Corporation and over its several officers, and shall generally do and perform all acts incident to the office of President. The President, acting as Chairman of the Board, shall preside at all meetings of the Members and of the Board and shall have such other powers and duties as may be assigned to him/her from time to time by the Board or as prescribed by these Bylaws. When authorized by the Board, the President may execute in the name of the Corporation, deeds, mort­gages, bonds, contracts or other instruments authorized by the Board, except in cases where the execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation. The President shall have the authority to bind the Corporation in amounts less than $250.00 per transaction. The President shall receive such compensation for his/her services as the Board may authorize.
  • ARTICLE 2.7 . Vice President/President Elect. The Board shall elect one Vice President/ President Elect and shall determine their duties and compen­sation. In general, the Vice President/President Elect shall perform all the duties of the President at his/her request or in his/her absence or dis­ability. When so acting, a Vice President/President Elect shall have all the powers of and be subject to all the restrictions upon, the President. When authorized by the Board, the Vice President/President Elect may also sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation. The Vice President/President Elect shall perform such other duties as from time to time may be assigned to him/her by the Board or by the President.
  • ARTICLE 2.8 . Treasurer. The Board shall elect a Treasurer and shall determine his/her duties and compensation. In general, the Treasurer shall act under the supervision of the Board and shall have charge and custody of, and be responsible for, all the funds of the Corporation and shall keep, or cause to be kept, and shall be responsible for the keeping of, accurate and adequate records of the assets, liabilities and transactions of the Corporation. He/she shall deposit all moneys and other valuable effects of the Corporation in the name of and to the credit of the Corporation in such banks, trust companies, or other depositaries as may be designated in the manner provided in Section 5.6 of Article 5 hereof. He/she shall disburse the funds of the Corporation based upon proper vouchers for such disbursements. He/she shall perform all the duties normally incident to the office of Trea­surer and such other duties as may from time to time be assigned to him/her by the Board or the President. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board shall determine. The expense of such bond shall be paid by the Corporation.
  • ARTICLE 2.9 . Secretary. The Board shall elect a Secretary and shall determine his/her duties and compensation. The Secretary shall act as secretary of, and keep the minutes of, all meetings of the Board and of the Members in one or more books provided for that purpose, and whenever required by the President, he/she shall perform like duties for any committee; provided that in the absence of the Secretary, the majority of the members or Directors present at any meeting thereof may designate any person to act as Secretary for such meeting. The Secretary shall see that all notices are duly given in accordance with these Bylaws and as required by law; he/she shall be custodian of the seal, if any, of the Corporation and shall affix and attest the seal to any and all documents the execution of which on behalf of the Corporation under its seal shall have been specifically or generally autho­rized by the Board; he/she shall have charge of the books, records and papers of the Corporation relating to its organization as a Corporation and shall see that all reports, statements and other documents required by law are properly kept or filed, except to the extent that the same are to be kept or filed by the Treasurer. He/she shall perform all the duties normally incident to the office of Secretary and such other duties incident to the office of Secre­tary and such other duties as may from time to time be assigned to him/her by the Board or by the President.
  • ARTICLE 3 ‑ MISCELLANEOUS COMMITTEES
  • A majority of the entire Board may from time to time by resolution, constitute such other committees of Directors, officers, employees, Members or non-Members, with such functions, powers and duties as the Board shall determine. Unless the Board shall provide otherwise, each such committee shall enact rules and regulations for its government.
  • ARTICLE 4 ‑ MISCELLANEOUS PROVISIONS
  • ARTICLE 4.1 . Offices. The Board may establish, from time to time, one or more offices of the Corporation at any place or places within or out of the State of New Mexico and may maintain such office or offices for such period or periods of time as it may deem expedient.
  • ARTICLE 4.2 . Fiscal Year. The fiscal year of the Corporation shall end on the last day in June in each year.
  • ARTICLE 4.3 . Execution of Contracts. The President, acting with the Secretary, may enter into any contract or execute any contract or other instrument in the name and on behalf of the Corporation, unless the Board shall otherwise determine. The Board may authorize any officer, employee or agent, in the name of and on behalf of the Corporation, to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances. Unless so authorized by these Bylaws or by the Board, no officer, employee or agent shall have any power to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.
  • ARTICLE 4.4 . Loans. Except as provided otherwise, no loan shall be contracted on behalf of the Corporation unless authorized by the Board.
  • ARTICLE 4.5 . Commercial Paper. All checks, drafts and other orders for the payment of money out of the funds of the Corpo­ration, and all notes or evidences of indebtedness of the Corpora­tion, shall be executed on behalf of the Corporation by such officer or officers, or employee or employees, as the Board may, by resolution, from time to time determine.
  • ARTICLE 4.6 . Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board may from time to time select or as may be selected by any officer or employee of the Corporation to whom such power may from time to time be delegated by the Board; and for the purpose of such deposit, any officer, or any employee to whom such power may be delegated by the Board, may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation.
  • ARTICLE 4.7 . Notices. Except as may otherwise be required by law, any notice required to be given under these Bylaws shall be in writing and signed by the President or the Secretary; and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed post-paid wrapper, addressed to the person entitled thereto at his last post office address appearing on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing, or by use of any other electronic medium, if available and practical; and, if so, the date of transmission shall be deemed the date noticed was effectuated. Any notices required to be given under these Bylaws may be waived by the person entitled thereto in writing (including all electronic medium, telegraph, cable, radio or wireless), whether before or after the meeting or other matter in respect of which such notice is to be given, and in such event such notice need not be given to such person.
  • Section 5.8. Parliamentary Authority. Robert's Rules of Order, newly revised, shall govern the proceedings in all cases not provided for in these bylaws or by the Corporation's policies and procedures. Board of Director meetings may proceed informally unless one or more of the Directors requests that Robert's Rules of Order be followed.
  • ARTICLE 5 ‑ SEAL
  • If the Board shall adopt a seal, it shall have inscribed around the border thereof the name of the Corporation and in the center the words "Corporate Seal‑‑State of New Mexico." The seal shall be kept in the custody of the Secretary. If and when so directed by the Board, a dupli­cate of the seal may be kept and used by such other officer or employee of the Corporation as may be designated.
  • ARTICLE 6 ‑ AMENDMENT OF BYLAWS
  • These Bylaws or any of them may be altered, amended or repealed, or new Bylaws may be made, only by a majority vote of the whole Board at a regular or special meeting, or by the vote of a majority of the members at a regular or special meeting, pro­vided that notice of such alteration, amendment or repeal shall be included in the notice of such meeting. Bylaws passed or amended by the members shall not be subject to amendment by the Board.
  • ADOPTION OF BYLAWS
  • The foregoing Bylaws have been duly adopted by the Board of
    Directors of the Corporation.

COALITION FOR EXCELLENCE IN SCIENCE AND MATH EDUCATION, INC.

By________________________________

__________________________, President

By________________________________

__________________________, Secretary

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