BYLAWS OF THE NATIONAL NATIVE AMERICAN
LAW STUDENTS ASSOCIATION, INC.
(Approved by the Executive Board on April 11, 2014)
Objectives and Purposes
The National Native American Law Students Association, Inc. (the “Association”) is a nonprofit corporation devoted to and engaged in:
(a) providing an organization to promote unity and cooperation among Native American law students, providing a basis to work for the advancement of Native Americans, and promoting learning and knowledge by encouraging students to develop legal scholarship in Native American legal issues;
(b) fostering communication among Native American law students, Native American lawyers, and the general public.
(c) providing support to Native American law students, for educational opportunities such as curriculum development, tutorial programs and research projects.
(d) providing a forum for the discussion of law that affects Native Americans by:
(1) maintaining an annual legal writing competition concerning Native American legal issues.
(2) maintaining an annual national moot court competition concerning Native American legal issues.
(e) any lawful act or activity for which nonprofit corporations may be organized under the New Mexico Nonprofit Corporation Act or activities permitted by section 501(c)(3) of the United States Internal Revenue Code and its regulations, or successor sections or regulations.
Section 1. Membership. Membership shall consist of three classes subject to admission and payment of annual dues of $25. Membership is required to participate in all NNALSA events.
(a) General Membership shall be open to any American Indian, Alaska Native or Native Hawaiian student currently enrolled in law school. An American Indian or Alaska Native or Native Hawaiian is a person who is a descendant of a member, and/or recognized by his or her native community as a member.
(b) Alumni membership shall be open to American Indian, Alaska Native or Native Hawaiian law school graduates;
(c) Associate Membership shall be open to any other person.
Section 2. Term of Membership. The term of membership shall begin on July 1 and end on June 30 of each year.
Section 3. Transferability. Membership is not transferable or assignable.
Section 4. Chapters.
(a) Members may form local chapters to further the purposes of the organization, subject to the application of these bylaws and the approval of the Executive Board. The action of any chapter shall not bind the Association unless sanctioned by the Association. Each chapter shall pay an annual fee of $50 to the Treasurer by January 15 of each year.
(b) The Association shall recognize a “Chapter of the Year.” This annual award will be decided by a majority vote of the eligible Executive Board members present at any executive session or regular meeting. A board member is ineligible to vote if he or she is a member of a nominated chapter.
(c) The Association shall recognize a “1L of the Year.” This annual award will be decided by majority vote of the eligible Executive Board members present at any executive session or regular meeting. A board member is ineligible to vote if he or she is a member of a chapter of any of the nominees.
(d) The Association shall recognize a “2L of the Year.” This annual award will be decided by majority vote of the eligible Executive Board members present at any executive session or regular meeting. A board member is ineligible to vote if he or she is a member of a chapter of any of the nominees.
(e) The Association shall recognize a “3L of the Year.” This annual award will be decided by majority vote of the eligible Executive Board members present at any executive session or regular meeting. A board member is ineligible to vote if he or she is a member of a chapter of any of the nominees.
Section 5. Suspension. Grounds for suspension of members or chapters include violation of the Association’s Articles or bylaws. A written statement of allegations shall be submitted to the proper Area Representative. Upon review, the Area Representative shall present the allegations to the President. The
President and/or Area Representative may call an Executive Board meeting to decide upon suspension. The member or chapter shall receive a written statement of allegations at least 30 days before the meeting and shall be given an opportunity to appear at the meeting and respond to the allegations. A member or chapter may be suspended from the Association by an excess of three fourths (3/4ths) vote of the voting Executive Board. The decision of the Executive Board shall be final. Suspension under this section results in forfeiture of member or chapter dues. If an executive board member’s eligibility is under review, they are ineligible to vote.
Section 6. Reinstatement. A suspended member or chapter may be considered for reinstatement during a subsequent membership term. Upon the Executive Board’s finding of compliance with the Association’s Articles and bylaws, the member or chapter shall be reinstated.
Section 1. Annual Meeting. The annual meeting of the Membership shall be held on or near the time that the Federal Bar Association Indian Law Conference is held, for the purpose of electing Officers and for the transaction of any other business.
Section 2. Special Meetings. Special meetings of the Membership, for any purpose(s), unless otherwise prescribed by these bylaws, may be called by the President or the Executive Board, and shall be called by the President at the request of at least 20% of the Membership entitled to vote at the meeting.
Section 3. Place of Meeting. The Executive Board may designate any place, either within or outside of the State of New Mexico, unless otherwise prescribed by the Articles of Incorporation or by these bylaws, as the place for any meeting.
Section 4. Notice of Meeting. Written or electronic notice of the place, day and hour of the meeting and, in case of a special meeting, the purpose(s) for which the meeting is called, shall be delivered at least 10 days but not more than 50 days before the meeting to each member entitled to be at that meeting. Whenever notice is required, such notice may be waived in writing signed by the person(s) entitled to such notice, either before or such meeting, and shall be included in the corporate records. The attendance of a member at a meeting shall constitute waiver of notice of that meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
Section 5. Quorum. At any meeting of the Membership, a simple majority of the members of the Association entitled to vote, represented in person or by proxy, shall constitute a quorum. The members present at a duly-organized meeting where there is a quorum may transact business until adjournment, even if there is a subsequent loss of quorum because of withdrawal of members, provided that at least one- third (1/3) of the members entitled to vote are represented at the meeting.
Section 6. Proxies. At any meeting of the membership, a general or associate member may vote by proxy executed in writing by the member, provided that the member has paid his or her annual dues by the time candidate statements are due. Proxy voting for the election of the NNALSA Executive Board shall be conducted according to procedures established annually by the National Election Committee.
Section 7. Voting. General and associate members currently enrolled in law school are entitled to vote on any matter including but not limited to: officer elections, amendments to the Articles of Incorporation, and moot court location. A member is eligible to vote provided the member has paid his or her annual dues at the time candidate statements are due. Each member is entitled to one vote, by person or by proxy. Voting for the election of the NNALSA Executive Board shall be conducted according to procedures established annually by the National Election Committee. All Officer elections and all other questions shall be decided by simple majority vote of members present or represented at a meeting where there is a quorum, except as otherwise provided by the bylaws or the Articles of Incorporation. For each office, the candidate who receives the highest number of votes shall be elected.
Section 8. Resolutions.
(a) A member may propose a resolution to be voted on at a meeting of the members by submitting to the Secretary a written copy of the proposed resolution, at least 21 days before the meeting where the proposed resolution will be voted on.
(b) The Secretary shall provide a written copy of the full text of any proposed resolution to the regular members with the notice of the meeting where the resolution will be voted on.
(c) A resolution shall be approved by a majority vote of members entitled to vote.
(d) No resolution which conflicts with the Articles of Incorporation shall be valid.
Section 9. Robert’s Rules of Order. Unless otherwise provided by the Chair of any meeting, Robert’s Rules of Order, Revised, shall govern the conduct of all meetings.
The Association shall have and continuously maintain in the State of New Mexico, a registered office and a registered agent, whose office is identical with the registered office, and may have other offices within or without the State of New Mexico, as the Executive Board decides. In the absence of a board member being located in the State of New Mexico, the University of New Mexico NALSA Chapter President shall be the agent.
Board of Directors
Section 1. General Powers and Duties. The affairs of the Association will be managed by its Board of Directors, also known as the “Executive Board,” and all corporate powers shall be exercised by the Executive Board, except as otherwise expressly required by the Articles of Incorporation, these bylaws, or by law. The acts of the Executive Board shall be effective for all purposes as the act or authorization of the Association, provided that the Executive Board shall have no power to repeal, rescind, veto or otherwise nullify any action taken by the membership at any annual or special meeting.
(a) The Executive Board shall audit the financial records of the treasurer at its first meeting after election and shall file a written report on the audit with the Secretary.
Section 2. Number, Tenure and Qualifications. There shall be 14 Directors, or “Board Members,” composed of:
(a) Six Officers elected at-large to fill the positions of President, Vice President, Secretary, Treasurer, National Liaison, Public Relations Director; and
(b) One Officer elected at large to fill the position of Area Representative who attends law school in, or if no candidate so qualifies, shall have tribal connections with or shall have been raised in each of the following eight areas:
(1) Arizona, California, Hawai`i, and Nevada;
(2) Colorado, New Mexico, and Utah;
(3) Arkansas, Iowa, Kansas, Louisiana, Mississippi, Missouri, Oklahoma, and Texas;
(4) Illinois, Indiana, Kentucky, Michigan, Ohio, Tennessee, and Wisconsin;
(5) Maryland, Delaware, District of Columbia, Virginia, West Virginia, North Carolina, South Carolina, Alabama, Georgia, and Florida;
(6) Connecticut, Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, and Vermont;
(7) Alaska, Idaho, Oregon, and Washington;
(8) Minnesota, Montana, Nebraska, North Dakota, South Dakota, and Wyoming.
(c) Each Officer shall be elected for a term of one year by the Membership at the annual meeting. Each Officer shall hold office until death, resignation, removal or expiration of his or her one-year term, and until his or her successor is duly-elected and qualified.
(d) Any general member of NNALSA in good standing is eligible to serve on the board of directors. Associate members may only serve on the board if they have been nominated at the annual NNALSA meeting.
Section 3. Executive Sessions. The Executive Board shall hold two executive sessions each term: the midyear meeting held at a location determined by the Executive Board and the second at the annual Federal Bar Association general meeting. The Executive Board may provide the time and place by resolution, either within or outside of the State of New Mexico, for additional regular meetings of the Board without other notice than such resolution. All meetings of the Executive Board shall be open to the Membership.
Section 4. Regular Meetings. Regular meetings of the Executive Board may be called by or at the request of the President or any two Officers. Executive Board shall hold no less than six meetings during each term. The person(s) authorized to call regular meetings of the Board may fix any place, either within or outside of the State of New Mexico, for any regular meeting.
Section 5. Notice. Notice of any executive session or regular meeting of the Executive Board shall be given by written notice delivered to each director at his or her electronic mail address according to the records of the Association, or at least three days before the meeting. Any Officer may waive notice of any meeting. The attendance of an Officer at a meeting shall constitute a waiver of notice of that meeting, except where an Officer attends for the express purpose of objecting to the transaction of business because the meeting was not lawfully called or convened. Neither the business to be transacted, nor the purpose of any executive session or regular meeting of the Board need be specified in the notice or waiver of notice, unless specifically required by these bylaws.
Section 6. Quorum. A simple majority of the Executive Board shall constitute a quorum at any Board meeting except for purposes of suspension. A majority of the Officers present may adjourn the meeting without further notice.
Section 7. Manner of Acting. The act of a majority of the Officers present at a meeting where there is a quorum shall be the act of the Executive Board, except where otherwise provided by these bylaws.
Section 8. Vacancies. Any vacancy in the Executive Board may be filled by the vote of a simple majority of the Executive Board.
Section 9. Removal. Any Officer may be removed by the Executive Board by a three-fourths (3/4ths) vote of the existing Officers whenever the best interests of the Association would be served.
Section 10. Compensation. Officers as such shall not receive salaries or compensation for their services. By resolution of the Executive Board, reasonable expenses may be reimbursed.
Section 11. Action Without a Meeting. Any action of the Executive Board, or a committee thereof, may be taken without a meeting if consent in writing is signed by all Officers entitled to vote. Such consent shall have the same force and effect as a unanimous vote.
Section 12. Meetings by Teleconference. Any action of the Executive Board, or committee thereof, may be taken by teleconference or a similar communications device where each participating Officer has the opportunity to hear other participating Officers. Actions taken at such meetings shall have the same force and effect as any action taken in accordance with the provisions of these bylaws.
Section 13. Committees. The Executive Board may designate and appoint one or more committees, each of which shall consist of two or more Officers. Committees shall have and exercise the authority of the Executive Board in the management of the Association, subject to the approval of the Executive Board.
Section 14. Immunity of Conduct.
(a) All Officers shall enjoy immunity for personal liability monetary damages for his or her conduct as a Board member or Officer of the Association.
(b) Such immunity, however, does not eliminate or restrict liability for acts or omissions that involve intentional misconduct or a knowing violation of a criminal law, or for any transaction from which the Board member received a benefit in money, property, or services to which s/he is not entitled.
Section 15. Reports to the Membership.
(a) The Executive Board shall report to the membership regarding their proceedings.
(b) The Executive Board may submit to the membership any questions or matters which are of immediate or practical consequence to the membership.
Section 16. Conflict of Interests
(a) It is the policy of the Association to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. The Executive Board shall adopt a conflict of interests policy, to guide the Association’s officers, employees, independent contractors, consultants and agents.
(b) Board Members are to recuse themselves from any matter before the Board in which the Board Member may have a Personal and /or Substantial interests and a Direct and/or Predictable effect on the Board members’ academic or financial interests.
(1) Personal and /or Substantial interests – To participate personally means to participate directly. It includes the direct and active supervision of the participation in the particular matter before the Board. To participate substantially means that the Board Members involvement is of significance to the matter. Participation may be substantial even though it is not determinative of the outcome of a particular matter. However, it requires more than official responsibility, knowledge, perfunctory involvement or involvement in an administrative or peripheral issue. A finding of substantiality should be based not only on the effort devoted to a matter, but also on the importance of that effort. While a series of peripheral involvements may be insubstantial, a single act of approving or participating in a critical step may be substantial. Personal and substantial participation may occur when, for example, a Board Member participates through decision, approval, disapproval, recommendation, investigation or the rendering of advice in a particular matter.
(2) Direct and/or Predictable effect A particular matter will have a direct effect on the academic or financial interest of a Board Member if there is a close causal link between any decision or action to be taken in the matter and any expected effect of the matter on these interest. An effect may occur even though it does not occur immediately. A particular matter will have a predictable effect if there is a real, as opposed to a speculative possibility that the matter will affect these interests.
Section 1. Officers. National Officers of the Association shall be the Board of Directors. The Membership may elect or appoint other Officers including Vice Presidents, assistant Secretaries or assistant Treasurers, as it shall deem desirable.
Section 2. Elections.
(a) Elections for Executive Officers shall be conducted annually. Elections shall be conducted according to procedures adopted by the National Election Committee and shall be consistent with these bylaws. Each Officer shall hold office until his or her successor is duly elected and qualified.
(b) National Election Committee (NEC). The NEC shall act according to delegated authority from the Association. The NEC shall be comprised of all current Officers who are ineligible to seek office for the subsequent election. In the event there are less than three Officers who qualify for the NEC, the Executive Board may appoint up to three NNALSA members to serve on the NEC. The appointed members must also be ineligible for subsequent office and must be in good standing. The NEC shall elect a chairperson to coordinate the election process.
Section 3. Removal. Any Officer or Agent elected or appointed by the Membership may be removed, for cause only, by the Executive Board by a three-fourths (3/4ths) vote of the existing Officers whenever the best interests of the Association would be served.
Section 4. President. The President shall be the chief Officer of the Association and shall generally implement and supervise the business and affairs of the Association, subject to the control of the Executive Board and of any duly-authorized committee of Officers. The President shall preside at all meetings of the Executive Board and the membership. The President shall file a yearly corporate report with the New Mexico State Corporation Commission by May of each year. The President shall also be responsible for any other required filings. In addition, the President shall perform other duties as may be prescribed by these bylaws or the Executive Board.
Section 5. Vice President. The Vice President shall preside at all meetings in the absence or disability of the President, serve as administrator of the Moot Court Competition, and shall undertake all other duties as added or defined at the discretion of the Executive Board.
Section 6. Secretary. The Secretary shall keep the minutes of the meetings of the Executive Board; see that all notices are duly given in accordance with these bylaws; be custodian of the corporate records and of the seal of the Association, and see that the seal of the Association is affixed to all documents, the execution of which on behalf of the Association is duly authorized in accordance with the provisions of these bylaws; and in general perform all duties incident to the office of Secretary and other duties as may be assigned by the President or Executive Board. The Secretary shall maintain current membership lists and make meeting minutes available to membership.
Section 7. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Association and maintain accurate records of all transactions; receive and give receipts for money due and payable to the Association, and deposit all such monies in the name of the Association in banks, trust companies or other depositories as selected in accordance with Article of these bylaws; and in general perform the duties incident to the office of Treasurer and other duties as may be assigned by the President or Executive Board. The Treasurer shall complete annual tax filings.
Section 8. Public Relations Director. The Public Relations Director shall maintain the alumni data base, spearhead alumni fundraising efforts, advise the President concerning those alumni activities, establish procedures for communications with and dissemination of NNALSA information to alumni, and serve as the liaison between the Association and the alumni community.
Section 9. National Liaison. The National Liaison shall be NNALSA’s delegate to the ABA Law Student Division Board of Governors, act as the liaison between NNALSA and the ABA Law Student Division, and serve as the liaison to the National Native American Bar Association. The National Liaison shall perform all duties prescribed by the Law Student Division (LSD) and organize the annual NNALSA career development events.
Section 10. Area Representatives. Each Area Representative shall answer questions and communicate with members or prospective members, maintain local membership lists, and perform other related duties specifically including, but not limited to: contacting each NALSA chapter President within their area at least twice yearly, contributing at least one article to the Newsletter on an event related to their respective area, and providing the Executive Board with an updated contact list within their area.
Section 11. Individual NALSA chapters are not required to elect chapter officers in accordance with the qualification requirements in this article.
Section 12. The Executive Board shall transfer all records to the incoming Executive Board at the annual membership meeting.
Contracts, Checks, Deposits and Funds
Section 1. Contracts and Other Documents. The Executive Board, except as by law, the articles of incorporation, or these bylaws as otherwise required, may authorize any officer(s), agent(s) of the Association, in addition to the officer(s) authorized by these bylaws, to enter into any contract or execute and deliver an instrument or document in the name of and on behalf of the Association and such authority may be general or confined to specific instances. The Board may do so by simple majority of the entire Board.
Section 2. Checks, Drafts, Loans, etc. All checks, drafts, loans and other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be assigned by Officer(s) or Agent(s) of the Association in a manner determined by the Executive Board. In the absence of such determination, such instruments shall be signed by the Treasurer and the President. The President may authorize expenditures of $100 or less; expenditures of more than $100 must be approved by the President, Vice President, and the Treasurer.
Section 3. Deposits. All funds of the Association shall be deposited to the credit of the Association in banks, trust companies or other depositories as the Executive Board selects.
Section 4. Gifts. On behalf of the Association, the Executive Board may accept any contribution, gift, bequest or devise for the general purpose or any specified purposes of the Association.
Section 5. Grants. The Executive Board shall have the exclusive power to approve and authorize grants, contributions, and other financial assistance from the Association to other persons. After approving any request for funds, the Executive Board shall authorize payment of funds to the approved grantee.
Section 6. Fund Raising. All Officers shall actively fundraise for the Association.
Books and Records
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Membership and Executive Board. The Association shall keep a record of the names and addresses of the Officers at the registered office. All books and records of the Association may be inspected by any Officer or his agent or attorney for any proper purpose at any reasonable time.
The fiscal year of the Association shall begin on July 1 and end on June 30 of each calendar year.
The Executive Board shall provide a corporate seal which shall have the name of the Association and the words “Corporate Seal, State of New Mexico.”
Waiver of Notice
Whenever waiver of notice is required under these bylaws, Articles of Incorporation, or the New Mexico Nonprofit Corporation Act, a written waiver signed by the person(s) entitled to such notice, shall be deemed equivalent to such notice.
Amendments to the Bylaws
These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority vote of the Membership present at any executive session or regular meeting or a majority vote of the Executive Board present at any meeting.
Moot Court and Writing Competitions
Section 1. Moot Court Competition. The Executive Board vests authority in the Vice President to administer the competition and rules in partnership with the host school. The Vice President shall not compete in the competition while serving as Competition Administrator. The appropriate Area Representative and Rules Committee shall act as liaison to the host school and participate in planning the competition.
Section 2. Writing Competition. The Executive Board will appoint an Officer and vest authority in that Officer to administer the writing competition and rules in partnership with the host school. The Writing Competition Administrator shall not compete in the competition while serving as the Writing Competition Administrator. The appropriate Area Representative shall act as liaison to the host school and participate in planning the competition.
Dissolution and Distribution of Assets
Section 1. Voluntary Dissolution. The Association may dissolve and wind up its affairs in the following manner:
(a) if there are Board Members entitled to vote thereon, the Executive Board shall adopt a resolution recommending that the Association be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special executive session or regular meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the Association, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in the New Mexico Nonprofit Corporation Act for the giving of notice of meetings of members. A resolution to dissolve the Association shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast; or
(b)if there are no Board Members, or no Board Members entitled to vote thereon, the dissolution of the Association shall be authorized at a meeting of the Executive Board upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office. Upon the adoption of such resolution by the members, or by the Executive Board if there are no members or no members entitled to vote thereon, the Association shall cease to conduct its affairs except in so far as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the Association, and shall proceed to collect its assets and apply and distribute them as provided in the New Mexico Nonprofit Corporation Act.
Section 2. Distribution Upon Voluntary or Involuntary Dissolution. Upon dissolution of the Association, the Executive Board, after paying or making provision for the payment of all the liabilities of the Association in compliance with Section 48, Article 8 of Chapter 53 of the New Mexico Nonprofit Corporation Act, shall distribute all the remaining assets of the Association to an organization or organizations organized or operated exclusively for charitable, educational religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision o f any future federal tax code), as the Directors shall determine.
Section 3. Articles of Dissolution. When all the debts, liabilities and obligations of the Association are paid and discharged, and all the remaining assets have been distributed in accordance with these bylaws and the New Mexico Nonprofit Corporation Act, articles of dissolution shall be executed by the Association by two authorized officers of the Association, which statement shall comply with Section 51, Article 8 of Chapter 53 of the New Mexico Nonprofit Corporation Act (or the corresponding provision of any future state statute).
IN WITNESS WHEREOF, in compliance with Section 12, Article 8 of Chapter 53 of the New Mexico Nonprofit Corporation Act, the two undersigned authorized officers of the Association have executed these bylaws as of the date written below.