CLN By-Laws

AMENDED AND RESTATED BYLAWS OF

CUIDANDO LOS NIÑOS, INC.

A Non-Profit Corporation

Revised and Approved October 23, 2007

  1. OFFICES. The principal and registered office of the corporation shall be at 1500 Walter SE, Albuquerque, New Mexico 87102.  The corporation may also have offices at such other places within or without the State of New Mexico as its Board of Directors (hereafter “Board”) may from time to time determine or the business of the corporation may require.  The registered agent shall be the Executive Director of Cuidando Los Ninos (CLN).
  2. MISSION/PURPOSES. The mission of Cuidando Los Ninos is to provide high quality child care and therapeutic services to meet the special needs of children experiencing homelessness and support services that assist and strengthen their families as they become rehoused.

The corporation is a non-profit organization operated exclusively for charitable, educational and community welfare purposes.  The corporation shall not carry on any activity not permitted to be carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations.  No substantial part of the activities of the corporation shall be the carrying on of propaganda or lobbying or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office.  The corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.

  1. MEMBERSHIP. CLN shall not be a membership organization.
  2. BOARD OF DIRECTORS. The Board shall manage the affairs of the corporation. The Board shall have the authority to take all actions consistent with law, the Articles of Incorporation, and these Bylaws to carry out the purposes of the corporation.  The number of Directors shall be no fewer than three and no more than twenty.  The corporation shall not discriminate against any Director or prospective Director on the basis of race, color, religion, gender, age, national origin, sexual orientation, or physical or mental disability.  It is the goal to have Directors who effectively represent the following areas: early childhood education, church mission work, social work, finance, business administration, law, medicine, mental health, and the health and welfare of children and persons experiencing homelessness.
  3. ELECTION OF DIRECTORS. Directors shall be elected for a term of three years. Upon completion of a Director’s three-year term, the Board shall vote upon the reelection of any Director who wishes to serve an additional three year term. A maximum of two consecutive three-year terms shall be allowed. A person may be reelected to the Board after a period of two years absence has elapsed.
  4. RESIGNATION OR LEAVE OF DIRECTORS.

A.  A Director may resign at any time by submitting a letter of resignation to the Board President.  A resignation shall take effect from the time of its receipt, unless some other time is fixed in the resignation.  Acceptance of a resignation is not required to make it effective.

B.  A Director may take leave of absence from the Board of Directors for personal reasons.  Leaves may be taken at the discretion of the Board of Directors and may not exceed six months in duration.  During the time of the leave the Director will receive all notices and mailings and other communications sent to other Directors, but cannot vote.  A Director’s leave will both commence and cease upon receipt of a written or e-mail notice to the Board President.

  1. REMOVAL OF DIRECTORS. Any Director may be removed from office at any Board meeting by the vote of a two-thirds majority of the Directors present.  If the removal of a Director is to be voted upon at any meeting, written notice of the proposed removal must be given to all of the Directors at least three days before the meeting. If any Director is absent from three consecutive regular or special Board meetings, or from six regular or special Board meetings in twelve months, the Board may consider and vote on the question of removing that Director from the Board.
  2. NOMINATIONS. There will be a Nominating Committee composed of no less than two (2) persons one of whom shall be a Board member and they will prepare a slate of officers and Board members before each Annual Meeting.  The Board will vote on the slate and members each year at the annual meeting.  If a person resigns during the year, the Nominating Committee will put forth the name of a prospective member and vacancies in the Board may be filled at any Board meeting by the vote of a majority of the Directors present.  The President of the Board may not be a member of the Nominating Committee.
  3. REGULAR MEETINGS.  The Board shall hold regular meetings at least ten times per year.  Regular meetings shall be held at the principal office of the corporation, or at such other place as the Board may from time to time designate.
  4. ANNUAL MEETING. The Annual Meeting of the corporation shall be held in the first quarter of each fiscal year.  At the Annual Meeting, the Board shall vote upon the election of officers and reelection of any Director whose three-year term has ended.  Any vacancy created by the failure to reelect a Director at the Annual Meeting shall be filled in the manner set out in these Bylaws.
  5. SPECIAL MEETINGS. The Board President or any two Directors may call a special meeting of the Board at any time.
  6. NOTICE OF SPECIAL MEETINGS. Written or e-mail notice of any meeting shall be provided by the Board Chair, the Board Secretary, or by one of the two Directors calling a special meeting, and shall state the place, day, and hour of the meeting, and in the case of special meetings, the purpose or purposes for which the meeting is called.  Notice shall be delivered to each Director not less than three days before the date of the meeting, either personally, by mail or e-mail.  If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director at his or her address as it appears on the records of the corporation.  Written notice shall be given that the Board intends to consider any of the following matters: removal of a Director; amendment of the Articles of Incorporation or these Bylaws; dissolution of the corporation; merger or consolidation with another corporation; sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all of the corporation’s assets; or the drawing up of a plan for distribution of assets in connection with dissolving the corporation.
  7. WAIVER OF NOTICE.  The transactions at any meeting of the Board, however called and noticed, are as valid as though made at a meeting held after regular call and notice, if a quorum be present and if each of the Directors not present at the meeting signs a written waiver of notice or an approval of the minutes of the meeting.  Attendance of a Director at a meeting constitutes a waiver of notice of the meeting.
  8. QUORUM. A quorum of the Board shall consist of a simple majority of the Board members.  If at any time during a meeting there is less than a quorum, no voting shall be conducted.
  9. ADJOURNED MEETINGS. Any meeting of the Board, whether or not a quorum is present, may be adjourned by the vote of a majority of the Directors present.
  10. PROXIES. Directors may vote by proxy in any manner approved by majority vote of the Board of Directors. The Board of Directors, by majority vote, may withdraw its approval of voting by proxy at any time.
  11. VOTING. Each Director shall be entitled to one vote.  Except where otherwise prescribed, decisions of the Board shall be made by majority vote.  On any question presented to the Board for a vote, each Director present shall vote either in the affirmative, in the negative, or shall abstain from voting.  Each negative vote or abstention shall be recorded in the minutes and will include the name of the person casting the vote. Votes may be cast in person, by proxy, email or other electronic means as approved by the Board of Directors.
  12. ACTION WITHOUT MEETING. Any action that may be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by all of the Directors.
  13. COMPENSATION OF DIRECTORS. Directors shall not receive any compensation for their services as Directors.  A Director who serves the corporation in another capacity may be compensated for those services; however, the Board shall scrutinize any potential conflict of interest.
  14. ENDORSEMENT OF LEGISLATION. The Board may endorse pending or anticipated legislation only by a three-quarters majority of all Directors, not just those present, provided that the proposed endorsement shall have been submitted in writing to each Director either at a meeting or by email at least 14 calendar days before the vote. Discussion of the proposed endorsement at any meeting shall be limited to ten (10) minutes, unless extended by the Board by a three-quarters majority of all Directors, not just those present.
  15. CORPORATE OFFICERS. The officers of CLN shall consist of a President, a Vice-President, a Secretary, and a Treasurer.  The officers of CLN shall be members of the Board.
  16. OTHER OFFICERS/AGENTS. The Board may elect or appoint such other officers or assistant officers as it deems necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board.  Such other officers or assistant officers must be members of the Board of Directors.  The Board may elect or appoint agents as it deems necessary to perform such duties as shall be determined by the Board.  Agents need not be members of the Board.
  17. ELECTION OF OFFICERS. The Board of Directors shall elect Officers at the Annual Meeting.  Officers shall hold office for a term of one year and may serve consecutive terms.  Officers may elect to extend their three-year Board term in order to serve a full year as an officer.  A vacancy in any office may be filled by the Board at any meeting for the unexpired portion of the term.
  18. RESIGNATION OF OFFICERS. An officer may resign at any time by submitting a letter of resignation to the Board President.  A resignation shall take effect from the time of its receipt, unless some other time is fixed in the resignation.  Acceptance of a resignation is not required to make it effective.
  19. REMOVAL OF OFFICERS.  The Board may remove any officer, assistant officer, or agent whenever in its judgment the best interests of the corporation shall be served thereby.  Such a removal shall be without prejudice to the contract rights, if any, of the person removed.
  20. PRESIDENT. The President shall be the chief executive officer of the corporation; shall serve as chair of all Board meetings; shall see that all orders and resolutions of the Board are carried into effect; and shall exercise such other powers and perform such other duties as the Board shall prescribe, including the execution of all contracts, deeds, mortgages, and other instruments required by law or authorized by the Board.
  21. VICE PRESIDENT. The Vice President shall, in the absence of or disability of the President, perform the duties and exercise the powers of the President, and shall perform such  other duties as the Board shall prescribe.
  22. SECRETARY.  The Secretary shall keep at the principal office of the corporation  or a designated location the certificate of incorporation; a certified copy of the current Bylaws; the minutes of all regular and special Board meetings; and a list of the names and addresses of all Directors.  The Secretary shall ensure that such notices as are required by law or these Bylaws are given; and shall exercise such other powers and perform such other duties as the Board shall prescribe.  Other officers or agents may be authorized from time to time by the Board to assume these responsibilities and perform these duties under the general direction of the Secretary.  .
  23. TREASURER. The Treasurer shall ensure that: correct and complete accounts of all corporate properties and business transactions are kept; disbursement of the funds of the corporation are made as directed by the Board and proper vouchers for such disbursements are made.  The Treasurer shall render an account of all his or her transactions as Treasurer and of the financial condition of the corporation at regular Board meetings or whenever the Directors may require it; and shall exercise such other powers and perform such other duties as the Board shall prescribe.  Other officers or agents may be authorized from time to time by the Board to assume these responsibilities and perform these duties under the general direction of the Treasurer.
  24. COMMITTEES. The Board may designate one or more ad hoc committees, each of which shall consist of one committee chair and at least one committee member.  Committee members may be Directors or other interested individuals.  The Board President will appoint Committee chairs with the approval of the Board.  The Board President, in consultation with the Committee Chair or in some other manner directed by the Board, shall appoint Committee members.  Committee chairs and committee members shall serve at the discretion of the Board until the committee is dissolved.  Committees may meet independently of the Board.  The findings and recommendations of all committees shall be reported to the Board for consideration and action, except as ordered otherwise by the Board.
  25. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the President, the Vice President, the Secretary, the Treasurer, and the Executive Director of Cuidando Los Niños.  The Executive Committee shall have full authority to act for the Board in managing the affairs of the corporation during the intervals between Board meetings.  At each Board meeting, the Board Chair shall report to the Board on those matters in which the Executive Committee has acted for the Board since the last such report.  The Board shall by resolution moved by a Director who is not a member of the Executive Committee approve, overturn, or modify, as it sees fit, the actions of the Executive Committee so reported.
  26. ANNUAL REPORT.  The Board shall ensure that an annual report is prepared in the manner required by law.
  27. CHECKS AND NOTES. All checks, demands for money, notes, or similar instruments shall be signed by such officers or agents as the Board may from time to time designate.
  28. DISSOLUTION. Upon dissolution of the corporation and after payment or provision for payment of all the liabilities of the corporation, the Board shall dispose of all of the assets of the corporation exclusively for the purposes of the corporation, or shall donate those assets to organizations which have goals and purposes that are substantially similar to those of the corporation and which are qualified as tax-exempt organizations under Section 501(c)(3) of the Internal Revenue Code.  Any assets not so disposed of shall be disposed of by a court of jurisdiction in the county in which the principal office of the corporation is located.
  29. INDEMNIFICATION. The Board shall have the authority to indemnify Directors and officers of the corporation from liability as set out in NMSA 1978 section 53-8-26 (1998), and to purchase insurance contracts for that purpose.
  30. AMENDMENT OF BYLAWS. Any number of amendments may be adopted at any Board meeting by the vote of a two-thirds majority of the Directors present, provided that the proposed amendments shall have been submitted in writing to each Director at least five days before the vote.

CERTIFICATION OF THE BYLAWS

It is hereby certified that these Amended and Restated Bylaws of Cuidando Los Niños were adopted by the Board of Directors of Cuidando Los Niños at their meeting on October 23, 2007.