By-Laws Of
Sustainable San Juan
Article I Name
Section 1.01 Name: SSJ shall be called: SUSTAINABLE SAN JUAN, herein after referred to as
SSJ.
Article II Purposes and Objective
Section 2.01 the Vision Statement of SSJ shall be:
Sustainable San Juan envisions that San Juan County, New Mexico residents will have access
to educational resources and opportunities to make informed decisions regarding
sustainable/green living practices in their personal lives and business operations and, as a
result, effectively implement those practices.
Section 2.02 the Mission Statement of SSJ shall be:
Sustainable San Juan shall identify sustainable and green living resources, sponsor and identify
educational opportunities and inform San Juan County residents of such resources and
opportunities.
Section 2.03 Status: SSJ shall be a tax-exempt, 501(c)(6) per IRS publication 557 and is in
compliance with the applicable equal opportunity statues and will not discriminate against any
person because of race, color, religion, gender, national origin, age or disability.
Article III Membership and Dues
Section 3.00 Membership and Application: Membership requires each member to complete
and sign the SSJ formal application form, initial on the application form that they have received
a copy of, read and understand SSJ’s By-laws, and initial the waiver stated on said application
form. Membership shall be granted to any Individual, Family, Business or Entity, that supports
the mission and purposes of SSJ. Memberships shall pay dues and other assessments and will
have one vote per membership. Only members whose dues are current, and are in good
standing may vote.
Section 3.01 Members Dues: Dues for members shall be established by the Board of
Directors. The dues for all members of SSJ shall be payable annually in advance upon the first
day of January. Delinquent dues paid within two months of the original due date allows
members to continue as members in good standing. New Members who join and pay their dues
after November 1 of any year shall have their membership carry over for the following year.
Section 3.02 Rights of Membership are granted only to members whose dues are current and
are in good standing as described above. Such rights include the right to vote and having
access to the members’ section of the SSJ website, and other rights as may be assigned by the
Board. Access to the member's only section of SSJ's web-site will be terminated 60 days after
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the annual dues due date, or March 1, for Members not in good standing. The right of a member
to vote and all his/her rights, title and interest I or to SSJ shall cease on the termination of
his/her membership. No member shall be entitled to share in the distribution of the corporate
assets upon the dissolution of SSJ.
Section 3.03 Prohibitions: No Officer, director, or member, shall undertake in the name of
Sustainable San Juan an action intended to prejudice the aims and established policies of SSJ,
and no member shall communicate with any governmental agency in the name of SSJ on
general policy matters without the approval of the president and/or the board of directors of SSJ.
Section 3.04 Termination of Membership: The Board of Directors, by affirmative vote of two-
thirds of all of the members of the Board, may reprimand, suspend, expel, or terminate a
member, for detrimental actions that embarrass, defame, demean, discredit or cause unrest to
SSJ or for violation of the By-laws.
Section 3.05 Resignation of Members: Any member may resign from SSJ by delivering a
written resignation to the President or Secretary of SSJ.
Article IV Nominations, Elections and Tenure
Section 4.01 Nominations: In November of each year the President shall appoint a nomination
committee of three members with no more than one committee member being on the Board of
Directors at present. The committee shall select candidates to run for office. As soon as the
slate is set the members shall be notified of the selection by e-mail and/or letter, and again at
the December scheduled general meeting for voting that night.
Section 4.02 Qualifications for Board Members and Officers: Only Members in good
standing shall be considered for any Board Member position. Subsequent elections require that
board candidates have been a member in good standing for a minimum of 6 months.
Section 4.03 Qualifications for Officers: A person nominated for an officer position must have
served on the Board of Directors in the past.
Section 4.04 Tenure for Board Members: Board Members shall have a term of one year. If
reelected, board members may serve more than one term.
Section 4.05 Tenure for Offices shall be for one year. Each Director shall hold office until the
next annual meeting of members and until the Directors shall have been elected and qualified.
Officers shall be elected as described below. If reelected, board members may serve more than
one term.
Section 4.06 Date and Procedure for the Election of Officers and Directors. The election
for Officers and Directors shall be by majority vote of the members present at the December
annual/general meeting. If the election of Directors shall not be held on the day designated
herein, the Board of Directors shall cause the election to be held at a special meeting of the
members as soon thereafter as convenient.
At the discretion of the presiding officer, elections may be by show of hands, verbal yea or nay,
or written ballot form. At all elections by ballots the presiding officer of the meeting shall, prior to
the commencement of balloting, appoint a committee of three who shall act as "Inspectors of
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Election" and who shall, at the conclusion of such balloting, certify in writing to the President the
results, and the certified copy of the results shall be physically affixed to the minutes of that
meeting. No inspector of election shall be a candidate or a current Board member.
Article V Authority and Duties of the Officers and Board of Directors
Section 5.01 Authority of directors: The Board of Directors is the policy-making body and
may exercise all the powers and authority granted to SSJ by law. The Board of Directors may,
by general resolution, delegate to committees of their own number, such duties as they may see
fit. The Board of Directors may elect or appoint such other officers as it shall deem necessary,
such officers to have the authority to perform the duties prescribed from time to time by the
Board of Directors.
Section 5.02 Number and Voting Rights: The Board or Directors shall be composed of the
duly elected officers, President, Vice President, Secretary, Treasurer, five (5) directors or other
officers as described above, and the past president. The past president shall serve as an
advisor only and shall not have the power to make a motion, a second, or vote on any motions.
Each and every other board member has a vote. A surrogate vote by an absent board member
will be allowed providing such authority has been designated in writing. Any two of the offices
may be held by the same person except the offices of President and Secretary. An officer
holding two offices has one vote.
Section 5.03 President Duties: The President shall
preside at all meetings of SSJ and of the board of Directors
have general supervision of the activities and business of SSJ
sign or counter-sign all contracts and other instruments of SSJ authorized by law
make reports to the membership
perform such other duties as are incident to his/her office or are properly required of
him/her by SSJ.
Section 5.04 Vice President Duties: The Vice President shall
fulfill the President’s responsibilities during the absence of the President
assist the President and Secretary in their assigned duties
undertake such other activates as are deemed appropriate by the Board.
Section 5.05 Secretary Duties: The Secretary shall
issue such notices of meetings of the membership as are required by these By-Laws
and /or by the President
attend and keep the minutes of all meetings
have charge of all SSJ records
perform such other duties as may be incident to his/her office.
keep permanent records electronically, with monthly backups and hardcopy printouts.
provide a secondary back up copy of all minutes and other SSJ records to another board
member.
file all required federal, state and local reports (other than tax and financial as
described below) and report such filings to the board
Section 5.06 Treasurer Duties: The Treasurer shall
have custody of all monies and securities of SSJ.
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have financial document signing authority
receive and give receipts for monies due and payable to SSJ from any source
whatsoever
use the accrual accounting method
keep financial records in both paper and electronic format
present a written report of all SSJ finances at regular board meetings
present a verbal report of SSJ finances at general member meetings
keep a current list of paid members
keep the regular books of account and submit them, together with his/her vouchers,
receipts, records and other papers, to SSJ for examination and approval as often as the
membership may require
file all federal, state and local legally required tax forms and other financial reports, and
report such filings to the board.
deposit all monies in the name of SSM in such bank as the Board of Directors shall
designate
maintain a list of paid members
Section 5.07 Board of Directors Duties: Elected or appointed Board members shall
attend all meetings of the Board of Directors and all SSJ general and special meetings.
vote on behalf of the memberships and in the best interest of SSJ.
participate in and support fund raising activities
represent SSJ in a manner that best supports the vision and mission of SSJ.
carry out duties and responsibilities as may be assigned by the Board of Directors from
time to time.
Section 5.08 Fiduciary Needs: SSJ shall secure and pay the cost of bonding the Treasurer
and all other persons with financial signing authorization as listed in the by-laws. The Board of
Directors shall annually determine the amount of compensation to be paid to the Treasurer (or
to an accountant) for their services. The Board of Directors may retain the services of an
outside auditor annually. The fiscal year of SSJ shall begin on the 1st day of January and end
on the 31st day of December in each year. SSJ shall secure and pay the cost of providing
liability insurance for all members of the Board of Directors, as well as for SSJ itself.
Section 5.09 Removal from Office: If an Officer or Director misses two consecutive board
meetings without sufficient cause, the board shall consider this as an official offer of resignation.
The Board of Directors shall have the authority to decide to accept or reject such resignation by
majority vote. If an officer or director does not fulfill duties of the office, the Board shall meet to
investigate and discuss the circumstances and details of the case with the officer or director
present to determine if there is sufficient cause. The Board shall produce a written report of the
findings.
Section 5.10 Vacancy of Board Members: A vacancy shall be declared when an Officer or
Director resigns though a written notification, or is no longer a Member in good standing or is no
longer capable of fulfilling the duties of the office, as determined by a two-thirds vote of the
board of Directors, as in Section 5.09.
Section 5.11 Filling a Vacancy: If the office of President becomes vacant the Vice President
will assume the duties. If the Vice President is unavailable or unable, the position shall be filled
by the board of Directors in a timely manner. Any other vacancy occurring in the Board of
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Directors shall be filled for the remaining term within one month by majority vote of the Board of
Directors.
Article VI: Dissolution and Disclaimer
Section 6.01 Dissolution: Dissolution if necessary shall be by a two-thirds Vote of the
Membership at a general or special meeting, contingent upon a two-thirds vote by the Board of
Directors. In the event of dissolution any funds and assets remaining shall be distributed to a
non-Profit organization approved by the Board of Directors.
Section 6.02 Disclaimer: The information and material received as a member at the meetings,
from the website, or from mailings are intended for educational, motivational and enjoyable
purposes and should be used with your own judgment. SSJ disclaims any and all liability for any
actions or inactions taken or not taken as a result of its communication from guest speakers,
members, officers or directors. The officers and directors will take all precautions necessary to
disseminate accurate and timely information and to obtain reliable speakers. Each Director and/
or Officer shall be held harmless and indemnified by SSJ against all claims and liabilities and all
expenses reasonably incurred or imposed upon him or her in connection with duties and
activates or the legal action resulting from SSJ business, meetings and activities. SSJ makes
no warranties as to its legality and is not responsible for the use or misuse or information
obtained from our meetings, mail-outs or literature or any damages incurred from their use.
Article VII Code of Ethics
Section 7.01 The following shall be the Code of Ethics. All members shall adhere and follow the
code of Ethics.
7.01.1 Members shall at all times contribute their knowledge of sound sustainability.
7.01.2 Members shall comply in both spirit and letter within the rules, regulations, and Laws of
Government agencies for heath, safety, and civil rights.
7.01.3 Members shall not obtain any business by means of fraudulent statements or by use of
implications unwarranted by fact or reasonable probability.
7.01.4 Members shall not perform or cause any act which would reflect badly on the
organization.
7.01.5 Members shall treat each other in a polite and respectful manor. Respectful participation
is expected.
Article VIII Meetings
Section 8.01 Meetings: One General meeting, preceded or followed by a Board Meeting, shall
be held at a venue selected by the Board of Directors each month. Times and dates of meetings
shall be posted on the web site and E-mail notification will be sent out if possible.
Section 8.02 Annual Meeting The annual meeting of the members of SSJ shall be held at the
beginning of the regular scheduled December Monthly meeting for the purpose of electing
Directors and Officers, and for the transaction of such other business as may be required.
Section 8.03 Meeting Conduct: All meetings shall be conducted in an orderly, polite manner.
Unless waved by majority vote of the members present, the order of the meetings shall be:
8.03.1 Report and/or minutes by the Secretary, Treasurer, President, and any committees.
8.03.2 Old Business
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8.03.3 New Business
8.03.4 If a guest speaker, panel or special activity is planned it may take place before, during or
after the other items.
Section 8.04 Special Meetings: The Board of Directors, the President, or not less than one-
tenth of the members having voting rights may call a special meeting of members. The Board of
Directors or President may call a special meeting of the board. Special meetings may be called
to conduct business of a special nature as deemed necessary.
Section 8.04 Notice of Meetings: Times and dates of regular board and members’ meetings
shall be posted on the web site, and e-mail notification will be sent to members in good standing
not less than ten nor more than thirty days before the date of such meeting. For special
meetings, a ten day notice will be sent to the membership, by e-mail, and/or telephone if
possible, for those who need that method of notification, and shall state the kind or nature of
business to be transacted.
Section 8.5 Quorum: For a general or special members meeting, the members holding one-
third of the votes (including at least two officers) which may be cast at any meeting shall
constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a
majority of the members present may adjourn the meeting without further notice. A quorum at a
Board of Directors regular or special meeting will be 51% of the Board of Directors. If less than
a majority of the Directors are present at said meeting, the Directors present may adjourn the
meeting without further notice.
Article IX Amendments
Section 9.01 Amendment to By-Laws: These By-Laws may be amended, repealed, or
changed by a two-thirds vote of the Directors at any regular or special meeting. In addition, any
member in good standing can submit a written proposal to repeal, amend or change the bylaws
which shall be read at a general or special meeting of SSJ and decided by a two-thirds vote of
the membership present.
CERTIFICATION
These bylaws were approved at a meeting of the SSJ Board of Directors by a two-thirds
majority vote on November 2, 2009.
_______________________________ ________________
Secretary Date
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