(Click on each heading to see the full text)
Bylaws of the Whittlesey House Preservation Foundation
ARTICLE 1 – NAME, PURPOSE
Section 1: Name. The name of the organization shall be the “Whittlesey House Preservation Foundation, Inc.”, hereafter referred to as the WHPF.
Section 2: Purpose. The WHPF was formed to protect, restore, maintain, and preserve the Whittlesey House located at 201 Highland Park Circle Southeast, Albuquerque NM 87102, and other properties in need of historical renovation, and for other incidental purposes which not-for-profit corporations pursue that are incidental to the main purpose under the laws of the State of New Mexico.
ARTICLE II – MEMBERSHIP
Section 1: Eligibility and Classification. Membership in the Club is open to men and women of legal age who qualify, in the Board’s judgment, under one of the following classifications:
- Membership shall include all voting members of the Albuquerque Press Club (APC).
- Additional non-voting WHPF memberships may be granted or rescinded by majority vote of the WHPF Board of Directors, hereafter referred to as the WHPF Board.
Section 2: Authority. The WHPF Board shall have the authority to establish and define categories of membership. It is the sole and final authority with regard to the membership classification to which an applicant or Club member is entitled. Any member who ceases to be eligible for a given classification may be transferred to the appropriate classification at such time as the WHPF Board deems.
Section 3: Dues. There shall be no dues for WHPF membership.
Section 4. Rights and Privileges. All members in good standing shall enjoy equal rights and privileges.
Section 5. Liability. No WHPF member will be personally liable for any liability of the WHPF, and creditors may look only to the assets of the WHPF for payment.
Section 6: Termination.
- The WHPF Board shall terminate WHPF general membership of an APC member upon notification from the APC Board of that APC member’s termination from the rolls of the APC.
- The WHPF Board may terminate the membership of any non-APC WHPF member for unbecoming conduct or violation of this Constitution, in accordance with procedures set forth in Article TBD below.
- Notice of termination is deemed to have been given when such notice is mailed to the member’s last known address, postage prepaid, return requested.
ARTICLE III – MEETINGS OF THE GENERAL MEMBERSHIP
Section 1: Annual General Membership Meeting. The WHPF Board shall conduct an annual meeting of the WHPF membership at a date, time and place of the Board’s choosing.
Section 2. Special General Membership Meetings. Special meetings of the WHPF may be called by the President, the Executive Committee, a simple majority of the WHPF Board of Directors, or a petition signed by ten percent of the WHPF membership. The purpose of each special meeting shall be included in its notice, and the meeting agenda shall be limited to that purpose.
Section 3: Meeting Notice. Notice of each meeting shall be given to each WHPF member, not less than ten days before the meeting. This notice may be made by the APC monthly newsletter, phone, e-mail, US mail, verbal contact, or scheduled at the most recent membership meeting. Notice by APC newsletter shall be deemed sent on the date of mailing.
Section 4: Quorum. WHPF members in good standing and present constitute a quorum for the transaction of business at the Annual Meeting and at special meetings of the Club membership, provided proper notice of the meeting has been given.
ARTICLE IV – BOARD OF DIRECTORS
Section 1: Board Role, Size. The WHPF Board is responsible for overall policy and direction, and may delegate responsibility for day-to-day operations to the President, other authorized individuals, or committees. The WHPF Board shall have a maximum of eleven, and no fewer than four members. The Board receives no compensation other than reasonable reimburseable expenses. The WHPF Board shall set board size in accordance with Section 4 of this article.
Section 2. Board Meetings.
- Regular Board Meetings. The WHPF Board shall meet at least annually, at an agreed upon time and place.
- Special Board Meetings. Special meetings of the WHPF Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member a minimum of one week prior to the scheduled meeting.
Section 3. Board composition.
- APC Board Representation. The President of the APC shall serve as a member of the WHPF Board, and the APC Board shall appoint up to one-third of the total WHPF Board of Directors, the APC president counting as part of this one-third.
- WHPF General Membership Representation. The remaining two-thirds of the WHPF Board shall be elected by majority vote of the WHPF membership at each WHPF General Membership meeting. Some of the initial WHPF Board members shall serve one and two year terms to create a staggering in the WHPF directors’ terms.
Section 4: Terms.
- APC-appointed WHPF Board members shall serve a one year term of office.
- All remaining WHPF board members shall serve three-year terms.
- When a vacancy on the WHPF Board exists to a position appointed by the APC Board, the APC Board may appoint a replacement for the remainder of the term.
- Other vacancies may be filled by the WHPF Board. Nominations and appointment of for new replacement WHPF BOD positions shall be made by the WHPF Board at its next scheduled meeting as a part of the regular business. WHPF Board appointment shall require a majority vote of the existing WHPF Board.
- All filled vacancies will run until the next annual WHPF General Membership meeting, at which the membership shall elect a new Board Member to serve out the remainder of that position’s term.
- Election Procedures.
- The Board Development Committee is responsible for nominating a slate of member representatives. In addition to the slate of nominees presented by the Board Development Committee, anyone may become a nominee by obtaining the signature of ten percent of the WHPF membership who move his or her nomination, or by obtaining a nomination and second by two of the WHPF Board members.
- Election shall be by majority vote of the WHPF Board, to be held at the first Board meeting of each year. Each Board member shall have one vote for each vacancy. The nominees receiving the largest number of votes for each position shall be elected to those full term vacancies.
Section 5: Quorum. A quorum must be attained by at least fifty percent of the WHPF Board members before business can be transacted or motions made or passed.
E-meetings may also be used for the transaction of business. Transaction of business by this method requires the Secretary to e-mail business or motions to each WHPF Board member. All responses, both discussion and votes, are made to the Secretary who will forward them to all members. Motions will be approved by majority vote with no less than 50% of the members voting.
Section 6. Notice. An official WHPF Board meeting requires that each Board member have notice two weeks in advance. This does not apply to e-meetings.
Section 7: Resignation, Termination, and Absences. Resignation from the WHPF Board must be in writing and received by the Secretary. Other than the APC President, a WHPF Board member may be dropped for excessive absence from the WHPF Board if he or she has three absences from Board meetings in a year. A WHPF Board member may be removed for other reasons by a majority vote of the remaining directors.
ARTICLE V – OFFICERS
Section 1: Officers and Duties. There shall be four officers of the WHPF Board consisting of a President, a Vice-President, a Secretary, and a Treasurer. The officers shall comprise the Executive Committee. The officers shall be elected by the Board at the first meeting of each year’s board. Their duties are as follows:
Section 2. President. The President shall convene regularly scheduled WHPF Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-President, Secretary, and Treasurer. An individual cannot serve as APC President and WHPF President simultaneously.
Section 3. Vice-President. The Vice-President will chair committees on special subjects as designated by the WHPF Board.
Section 4. Secretary. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.
Section 5. Treasurer. The Treasurer shall make a report at each WHPF Board meeting. The Treasurer shall make financial information available to Board members and the public.
ARTICLE VI – COMMITTEES
Section 1: Executive Committee. The four WHPF officers serve as the WHPF Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the WHPF Executive Committee shall have all the powers and authority of the WHPF Board in the intervals between board meetings, subject to the direction and control of the WHPF Board.
Section 2: Additional Committees. The WHPF President may create additional committees as needed. Committee chairs are appointed by the WHPF President.
Section 2: Board Development Committee. A WHPF Board Development Committee may be appointed by the WHPF Board to represent diverse aspects of the nonprofit and historical preservation community. If appointed, the Board Development Committee shall be responsible for board elections, board committees, and planning for board training and leadership development.
Section 4: Terms. Standing committee members serve until December 31 of the year in which they were appointed, or until their successors have been appointed. Special committee members serve for such time as the WHPF President directs, except that their term may not extend beyond December 31 of the year in which they were appointed.
ARTICLE VII – DISCIPLINE OF MEMBERS
Section 1: Disciplinary Powers. The WHPF Board shall refer all disciplinary actions to the APC Board for action.
ARTICLE VIII – INTERPRETATION AND AMENDMENTS
Section 1: Interpretation. On all questions arising as to interpretation to these Bylaws or any provision herein, the decision of the WHPF Board is final.
Section 2: Amendment. These Bylaws may be amended at the WHPF Annual Meeting or a duly called special meeting of the WHPF membership, or by a mail referendum. To be adopted, a proposed amendment must receive a two-thirds affirmative vote from those present and entitled to vote at the WHPF Annual Meeting or a WHPF special meeting or a two-thirds affirmative vote from those entitled to cast ballots in a mail referendum. Amendments may be proposed by the Board, or by petition signed by no less than 20 percent of the members. The entire text of the proposed amendments must be mailed to the WHPF membership and posted on the APC bulletin board no less than 20 days before the WHPF Annual or WHPF special meeting or beginning of a mail referendum.
Section 3. Members Bound. All WHPF members, at the time of the adoption of this Constitution and thereafter, are bound thereby.
Amended by board action, June 24, 2008
Amended by board action, December 03, 2018