THE ALBUQUERQUE SISTER CITIES

FOUNDATION, INC.

Bylaws

The following constitutes the bylaws of the Albuquerque Sister Cities Foundation, Inc., a not-for-profit corporation, duly organized and existing under and by the virtue of the laws of the state of New Mexico.

ARTICLE I

Objectives

The Foundation shall promote and encourage private and public programs to further the development of greater friendship and understanding between the people of Albuquerque and cities of other nations. In carrying out its duties and exercising its powers the Foundation shall:

A. Sponsor cultural, educational, economic and social activities, which further international community friendships.
B. Stimulate and sustain participation in and community support for Sister Cities programs approved by the Board of Directors.

ARTICLE II

Membership and Dues

Section 1. Membership in this Foundation shall be open to any individual who supports its objectives and whose dues are current.

Section 2. Membership dues and classes of membership shall be those that are prescribed by the Board of Directors and approved at the annual meeting of the Foundation, following requirements for altering, amending or repealing amendments.

ARTICLE III

Board of Directors

Section 1. The Board of Directors shall consist of elected officers, Sister City chairmen, president of the Ambassadors, president of the Youth Group, standing committee chairmen, the immediate past president, and the appointed representative of the mayor and the appointed representative of the city council.

Section 2. Elected officers of the Foundation shall be a president, first vice-president, second vice-president, third vice-president, secretary and treasurer. Officers shall be elected by ballot (or by voice vote if there is a single candidate) at the annual meeting to serve until their successors are elected. Terms shall be as follows:

A. The president and first vice-president (finance officer) shall be elected in even-numbered years for a two-year term.
B. The second vice-president, third vice-president, secretary and treasurer shall be elected annually.

Section 3. The chairman of each Sister City, president of the Ambassadors and president of the Youth Group shall be selected by their respective bodies. The term of office shall begin July 1.

Section 4. Standing committee chairmen shall be publicity and school liaison, appointed by the president, with approval of the Board of Directors, for a one-year term, which shall begin July 1.

Section 5. No member shall hold more than one office at a time.

Section 6. A vacancy occurring among the elected officers shall be filled by the Foundation Board of Directors, with the exception that the first vice-president shall assume the position of president in the event of the inability of the president to continue serving.

ARTICLE IV

Executive Committee

The Executive Committee shall consist of the elected officers and shall be empowered to conduct the affairs of the Foundation when the full board cannot meet. Meetings shall be at the call of the president.

ARTICLE V

Duties of Officers

Section 1. The president shall preside over and conduct all meetings of the foundation, appoint all committee chairmen with the approval of the Board of Directors, and be an ex-officio member of all committees, with the exception of the nominating committee.

Section 2. The first vice-president shall serve as aide to the president and preside at meetings in the absence of the president. The vice-president shall also serve as chairman of the Foundation Finance Committee and shall be responsible for fund raising activities. In the event of the inability of the president to continue serving, the first vice-president shall assume the position of president.

Section 3. The second vice-president shall serve as aide to the president and preside at meetings in the absence of the president and first vice-president. The second vice president shall also serve as Program Chairman for regular meetings.

Section 4. The third vice-president shall coordinate all membership activities.

Section 5. The secretary shall take accurate minutes of all meetings of the Board and serve in such capacities as assigned by the president.

Section 6. The treasurer shall handle all monies of the Foundation, collect dues and credit each group with the proper amount, and pay all bills upon authorization of the president and the chairman of the appropriate group. The treasurer shall be a member of the Foundation Finance Committee.

Section 7. The chairman of each Sister City, president of the Ambassadors and president of the Youth Group shall conduct the necessary business within their own groups and shall report at each Board meeting.

ARTICLE VI

Committees

Section 1. Standing committees shall be:

A. Publicity, which shall handle all publicity for the Foundation and be responsible for the Foundation’s publications.
B. School Liaison, which shall work with the local, schools to further sister school relations.

Section 2. Special Committees shall perform the required responsibilities for the year and then disband. Such committees shall be:

A. Auditing Committee. A chairman and two (2) members shall be appointed by the president two (2) months prior to the annual meeting. The committee shall audit the treasurer’s accounts at the close of the year and report to the Board of Directors at their first meeting of the next fiscal year.
B. Nominating Committee. A chairman and two (2) members shall be appointed by the president with approval of the Board three (3) months prior to the Annual meeting. A written slate of nominees shall be presented to the membership one (1) month prior to the election.
C. Ad hoc committees and/or special advisors may be appointed by the president when necessary to carry out the work of the Foundation.

ARTICLE VII

Meetings

Section 1. There shall be no less than four (4) regular meetings of the membership during a fiscal year.

Section 2. The annual meeting shall be held during the month of June.

ARTICLE VIII

Quorum

Section 1. For any regular or special meeting of the membership, the quorum shall consist of ten (10) percent of the total membership represented in person or by written proxy.

Section 2. For any regular or special meeting of the Board of Directors, the quorum shall consist of not less than one-third of the Board members present in person.

ARTICLE IX

Fiscal Year

The fiscal year shall be from July 1 to June 30.

ARTICLE X

Basic Policies

Section 1. No part of the net earnings of the foundation shall inure to the benefit of, or be distributed to its members, officers, other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for service rendered and to make payments and distributions in furtherance of the purposes set forth in Article I.

Section 2. Upon the dissolution of this association, after paying or adequately providing for the debts and obligations of the association, the remaining assets shall be distributed to one or more non-profit funds, foundations, or organizations which have established their tax-exempt status under Section 501 (c) (3) of the Internal Revenue Code.

ARTICLE XI

Parliamentary Authority

Robert’s Rules of Order, Newly Revised, when not in conflict with these bylaws shall govern the proceedings of the Foundation.

ARTICLE XII

Amendments

These bylaws may be altered, amended, or repealed and new bylaws adopted by a majority of the members present at the Annual Meeting or at any special meeting if at least five (5) days notice is given of the intention to alter, amend, repeal, or adopt new bylaws at such meeting. The consent of three-quarters of those members present and voting shall be required to amend the bylaws if such notice has not been given.

Amended:

May 10,1979

November 19, 1982

February 18, 1983

July 26, 1986

August 31, 1991

June 28, 1998

June 13, 2004