NMSTA Bylaws

Article 1. Identity

1.1 Name. The name of this organization is New Mexico Science Teachers Association (NMSTA). NMSTA was founded

in 1965 and is a chapter of the National Science Teaching Association.

1.2 Purpose. The purpose of NMSTA is to provide a network for educators throughout the state to work collaboratively

towards improving science education from pre-kindergarten through college and to assist classroom teachers in

enhancing science education through professional learning opportunities.

1.3 Location. To best serve the diverse needs and geographical distribution of the membership of the organization,

the principal office of NMSTA exists in a digital space. NMSTA will continuously maintain a registered agent within

the State of New Mexico, designated by the Board of Directors. Changes in the registered agent will be filed in

compliance with the NM Nonprofit Corporation Act, NMSA 1978.

1.4 Prohibited activities. NMSTA is organized and operated as a charitable organization, as specified in section

501(c)(3) of the Internal Revenue Code. NMSTA is not an action organization; it will not participate in campaign

activities or endorse political candidates. No substantial part of NMSTA’s activities will include propaganda or

influencing legislation.

Article 2. Membership

2.1 NMSTA welcomes members who share our vision and goals. Membership is open to anyone engaged in or

interested in the learning and teaching of science in New Mexico. There will be no discrimination prohibited by

applicable laws.

2.2 NMSTA is committed to reflecting the geographic and cultural diversity of our state, in both membership and

board composition.

2.3 The right to hold office, serve on committees, and vote is limited to members in good standing. Board and

committee members must have a vested interest in science education in NM. Member benefits include, but are

not limited to, regular communications and reduced fees for in-person meetings.

2.4 Membership terms, classes of members, and dues will be set annually by the Board and may not be changed

more than once per year. A detailed fee structure will be posted on the website.

Article 3. Governing Body

3.1 Authority. The NMSTA Board of Directors is responsible for management and oversight of NMSTA, including

making decisions on behalf of the membership, strategic planning, setting policy, and managing its financial

affairs. Members of the Board of Directors must comply with the existing constitution, bylaws, and operating

policies.

3.2 Composition. The Board of Directors is composed of seven elected officers, up to eight additional community

representatives, and an ex-officio representative of the NM Public Education Department. All elected and

appointed directors must be members in good standing. The number of voting Directors will be no fewer than

seven and no more than fifteen.

3.3 Elected officers. NMSTA will have seven elected officers: Vice President, President-Elect, President, Past

President, Treasurer, Secretary, and Communications Officer. Their duties are defined in Article 4.

To provide continuity in management, the presidency track has four officers, each serving one year. The four

officers will work collaboratively to manage and promote NMSTA.

▪ Vice president, first year of presidency track, is elected each year

▪ President-elect, second year of presidency track

▪ President, third year of presidency track

▪ Past president, fourth year of presidency track

3.4 Elections. The Governance Committee, with approval from the Board, will oversee recruitment and election of

officers. Elections will be held by electronic ballot. A simple majority of votes cast determines the election.

Positions with only a single candidate may be elected by acclamation.

Elections will conform to the following timeline:

▪ Elections for vice president occur each year. Elections for Treasurer and Secretary will be in odd-numbered

years. Elections for Communications Officer will be held in even-numbered years.

▪ The slate of candidates will be published at least 2 weeks before the start of elections.

▪ Active voting will be conducted over a 2-week period.

▪ Elections must be concluded before the fall conference for induction of new officers.

3.5 PED representative. A science representative from the New Mexico Public Education Department will be invited to

attend all Board meetings to serve as a liaison between NMSTA and NMPED.

3.6 Appointed directors. The President, with majority approval from the Board, can appoint additional Directors.

Directors should be selected to reflect the diversity of NMSTA’s mission, membership, geography, and needs. The

term of a director ends 30 days after induction of a new President.

3.7 Compensation. Officers and directors will not receive salaries or other compensation for serving as directors.

However, they may be reimbursed for reasonable expenses.

3.8 Removal from office. Any Director or Officer can be removed from office whenever the best interests of NMSTA

would be served. Reasons include – but are not limited to – failure to carry out duties listed in Article 4, letting

NMSTA membership lapse, acting in an unethical manner, or two consecutive absences from board meetings.

Removal of a director requires a formal petition to the Board by a board member, a hearing by the board, and a

vote of two-thirds of the Board.

3.9 Vacancies. Vacancies in the Board due to resignation, removal from office, death, or any other reason will be filled

as follows:

▪ Vice President, President-elect, or President – continue with the succession of officers specified in Article 3.3.

This may require a special election to fill a vacant position.

▪ Other elected officer – the President, with approval of the board, will appoint a member to serve the remainder

of the term.

▪ Appointed director – use the procedure for filling appointed director seats as specified in Article 3.3.

3.10 Indemnity. NMSTA will maintain Directors and Officers Liability Insurance. Directors who carry out their duties as

written in the NMSTA policy manual will be indemnified and will not be held liable for damages caused by actions

of omission or commission, except where they are adjudged guilty of willful misconduct.

Article 4. Board Duties

4.1 General expectations for all board members. Officers and directors are expected to be actively involved with

NMSTA during their tenure, including:

▪ Be a member in good standing.

▪ Read, understand, and implement the constitution, bylaws, and policy manual.

▪ Prepare for, attend, and contribute to the business of the NMSTA board.

▪ Communicate with and respond to other board members.

▪ Be professional: respect all members of the board, use time effectively, and value intellectual capital.

▪ Represent NMSTA and promote its mission in formal and informal settings.

▪ Serve on at least one committee.

▪ In general, perform all duties incident to the member’s role and serve in any capacity as requested by the

board.

4.2 Ethics. Directors are expected to perform their duties in an ethical manner, which includes, but is not limited to:

▪ Duty of care: ensure prudent use of assets, members, and good will.

▪ Duty of loyalty: ensure that all activities and transactions advance the mission and vision of NMSTA and are not

based on personal interests.

▪ Duty of obedience: follow NMSTA bylaws, policies, and procedures; state and non-profit laws; and promote

NMSTA’s strategic plan.

4.3 President. The President is the principal officer of NMSTA and has general charge of its affairs. The president

serves one year in this capacity and then becomes past president. The president’s duties include:

▪ Set the agenda and preside at board and general membership meetings.

▪ Appoint directors and committee chairmen, subject to approval of the board.

▪ Oversee finances and contracts.

▪ Manage long-range and short-range goals, strategic planning, and policies.

▪ Act as the official spokesperson; liaise with NSTA and other organizations.

▪ Collaborate with the vice president, president, and past president to provide continuity for programs.

4.4 President Elect. The primary role of the president-elect is to coordinate professional learning opportunities. The

president-elect serves one year in this capacity and then becomes president. The president-elect’s duties

include:

▪ Preside at meetings when the president is unavailable.

▪ Manage professional learning, including the annual conference and programs.

▪ Be a member of the conference and programs committees, and an ex-officio member of all committees.

▪ Prepare for the presidency by learning about governance.

▪ Collaborate with the vice president, president, and past president to provide continuity for programs.

4.5 Vice President. The primary role of the vice president is to prepare for the presidency. The vice president has

oversight of NMSTA membership. A new vice-president is elected each year, and the elected officer is committing

to four years of service. The vice president’s duties include:

▪ Serve as a member of the membership committee, and as an ex-officio member of all committees.

▪ Use the year to prepare for duties in subsequent years by learning about membership, finances, programs, and

communications.

▪ Collaborate with the president-elect, president, and past president to provide continuity for programs.

4.6 Past President. The primary role of the past president is board recruitment and development. The past president

serves as a consultant and advisor to the president and the board. The past president’s duties include:

▪ Be a member of the governance committee, which includes recruitment and elections.

▪ Serve as parliamentarian and coach the board about rules, procedures, and etiquette.

▪ Collaborate with the vice president, president-elect, and president to provide continuity for programs.

4.7 Treasurer. The primary role of the treasurer is financial management and legal compliance. The treasurer’s duties

include:

▪ Work with the president to develop an annual budget for the first board meeting each calendar year.

▪ Process income (i.e. dues, grants, registration fees) and expenses (i.e. awards, bills, reimbursements).

▪ Maintain accurate financial records.

▪ Provide reports to the board and general membership as needed.

▪ File and update legal and tax forms.

▪ Be a member of the finance committee.

4.8 Secretary. The primary role of the secretary is to keep an accurate record of board meetings and actions. The

secretary’s duties include the following, in accordance with open meeting laws:

▪ Post meeting dates, times, and agendas.

▪ Take minutes at each general and board meeting and send to board for review.

▪ Provide minutes for public review.

▪ Maintain a list of current board members.

▪ Ensure records and documents are maintained as required by law and made available as needed.

▪ Monitor calendars, email accounts, and the post office box.

▪ Arrange for a designated substitute in the event of absence

▪ Be a member of at least one committee.

4.9 Communications Officer. The primary role of the communications officer is oversight of the website, newsletters,

and social media. The communications officer’s duties include the following:

▪ Manage the NMSTA website and assist members in posting and/or updating information.

▪ Compile and distribute a newsletter to members at least quarterly.

▪ Distribute information relevant to science teachers through other platforms such social media and mailing

lists.

▪ Be a member of the communications committee.

4.10 Appointed Directors. The primary purpose of appointed directors is to represent and serve as liaison to specific

cohorts or interests. Each is expected to serve on at least one committee. The duties of directors depend on their

represented group:

▪ Regional representatives speak for educators in their part of the state. Their role is to connect with those

members, promote membership, and facilitate local professional learning opportunities. Regional

representatives serve on the membership committee.

▪ Workforce members should keep the board informed of specific needs of the workforce and share outreach

programs.

▪ Committee chairs who are not elected officers will fulfill the committee duties listed in Article 5.

▪ Other appointed directors (e.g., other educator cohorts, nonprofit liaisons) represent and report on their cohort

needs and activities.

Article 5. Committees

5.1 Standing committees. NMSTA has the following standing committees: membership, programs, conference,

communications, finance, and governance. The scope of each committee is given in articles 5.4-5.9.

▪ Each committee consists of interested members and at least one board member.

▪ Each committee has a chair who is appointed by the president, with approval of the board.

▪ Committee chairs can set meeting dates and agendas; can form subcommittees as needed; and are the

recognized liaison to the president/board.

▪ All actions, plans, and expenditures of committees are subject to board oversight.

5.2 General conduct. Committee members are expected to attend meetings, contribute to the committee, and

complete assigned duties. Committee members must be current NMSTA members and abide by applicable

general expectations and ethics in Articles 4.1 and 4.2.

5.3 Processes and procedures. The function of committees is to recommend actions and carry out board-approved

policy. The processes and procedures for each committee, found in the policy manual, include the following:

▪ Research, develop, and propose plans and actions for board approval

▪ Implement board-approved plans and actions

▪ Collaborate with other committees as needed

▪ Identify best practices and resources

▪ Develop short-term and long-term plans

▪ Submit meeting summaries and reports as required

5.4 Membership committee. The purpose of the membership committee is to promote, manage, and expand

membership. Duties include:

▪ Develop an annual membership plan

▪ Conduct an annual membership drive, including promotional materials and communications

▪ Maintain a current and accurate list of members

5.5 Program committee. The purpose of the program committee is to develop and implement a professional support

program for members, excluding the annual conference. Duties include:

▪ Develop an annual member support plan that includes professional learning opportunities such as virtual

meetings, regional meetings, in-person workshops, and field trips

▪ Develop an annual budget and monitor individual event impact and finances

▪ Administer mentorship and classroom grant opportunities, as directed by the board

5.6 Conference committee. The purpose of the conference committee is to plan, implement, and evaluate an annual

professional learning conference. The committee will be responsible for developing conference strands; planning

and securing speakers; presentations; exhibitors; workshops; funding; and evaluation. Duties include:

▪ Develop a conference that supports professional learning opportunities

▪ Monitor conference impact

▪ Monitor conference finances

▪ Solicit sponsorships, grants, and other funding

5.7 Communications committee. The purpose of the communications committee is to oversee communications to

members. Duties include:

▪ Develop an annual communications plan and budget

▪ Work with and support the communications officer

▪ Cultivate, curate, and publish content of interest to science educators via diverse media

▪ Develop, review, or revise publication policies and guidelines for material and information included in the

printed or electronic media

5.8 Finance committee. The purpose of the finance committee is oversight of finances and financial policies. Duties

include:

▪ Work with, support, and assist the treasurer as needed, including developing an annual budget

▪ Monitor income and expenses and report to the board as needed

▪ Perform an annual internal audit in conjunction with the governance committee

▪ Develop, review, or revise policies and guidelines required to ensure financial soundness

5.9 Governance committee. The purpose of the governance committee is oversight for the internal functioning of the

board and committees. Duties include:

▪ Work with and support the presidency track

▪ Plan and conduct elections for board officers

▪ Monitor board and committee functioning and make recommendations for improvement

▪ Identify board development needs and recommend actions to ensure healthy and functional governance

▪ Perform an annual internal audit in conjunction with the finance committee

▪ Manage awards for outstanding members

5.10 Subcommittees and ad hoc committees. Subcommittees and ad hoc committees may be needed for specific

purposes or reasons.

▪ Committee chairs are authorized to establish subcommittees as needed

▪ The president can establish independent ad hoc committees as needed

▪ Subcommittee and ad hoc committee duties, goals, and timelines must be defined at the time of creation.

▪ Subcommittees and ad hoc committees may be renewed, suspended, and terminated by majority vote of the

board.

Article 6. Meetings

6.1 Requirements for all meetings. Official NMSTA meetings will operate within the New Mexico Open Meetings Act

(NMSA 1978, Sections 10-15-1 to 10-15-4), unless otherwise noted. This includes:

▪ Meetings are open to the public

▪ Advance notice and an agenda will be provided at least 72 hours in advance

▪ Minutes will be taken, posted within 10 days, and properly archived

6.2 Acceptable format. Meetings may be virtual or held in person.

▪ Interested parties must be notified

▪ Decisions made by email are subject to the rules in New Mexico Nonprofit Corporation Act, Section 53-8-97

6.3 General membership meetings. There will be at least two general membership business meetings each year, one

at the annual conference. Notification of meetings to qualified members should be given at least 2 weeks before

each meeting.

6.4 Board meetings. The Board of Directors will meet at least four times each year. It is the president’s prerogative to

set the meeting date, agenda, and format.

▪ The quorum for a board meeting is a majority of voting board members

▪ Any act of a majority of the directors present at a meeting at which a quorum is present is the act of the board

▪ An action may be taken without a meeting, provided all voting members unanimously agree, and a record of

consent is included in the minutes of the proceeding

6.5 Committee meetings. Committees will meet as needed, at the prerogative of the committee chair. The record for

each meeting should include date, attendees, short description of discussion, and actions taken. Committee

meetings may deviate from the Open Meetings Act.

6.6 Special meetings. Additional meetings of the board will be called when a majority of board members request such

a meeting. Additional meetings of the membership will be called in response to a petition signed by at least ten

percent of the voting membership.

Article 7. Finances

7.1 Authority. These bylaws empower the board to authorize any officer or agent to act on its behalf in financial

matters, to form contracts, accept gifts or donations, and keep records in accordance with current IRS and NM

statutes.

7.2 Fiscal year. The NMSTA fiscal year will begin on January 1 and end on December 31.

7.3 Budget. The board of directors will adopt, at the first meeting of each fiscal year, an annual operating budget that

specifies major sources of income and expenditures by type and amount.

7.4 Record keeping. NMSTA will maintain accurate and complete records in compliance with laws, regulations, and

accepted fiduciary practices.

Article 8. Amendments

8.1 Review. The bylaws should be reviewed at least every five years.

8.2 Editing. Non-substantive changes may be made by a unanimous approval of the whole board, with notification to

the members.

8.3 Proposals. Amendments may be proposed by the board or may be proposed to the board by a petition with at

least ten percent of the members’ signatures.

8.4 Approval. After board review, a simple majority approval of the proposed amendment will be submitted to the

membership for vote. Members must be notified at least 15 days prior to voting.

8.5 Adoption. New or amended bylaws will be adopted by a majority vote of those members voting. The new bylaws

take effect immediately after an affirmative vote.

Article 9. Dissolution

9.1 Dissolution of NMSTA will proceed according to New Mexico Statute 53-8-47. Any remaining assets will be

distributed for education or charitable purposes to qualified charitable organizations.