By-Laws of the Progressive Voter Alliance

Article I. Offices

The principal office of the corporation in the State of New Mexico shall be located in the City of Las Cruces, NM. The corporation shall have and continuously maintain in the State of New Mexico a registered office, and a registered agent whose office is identical with such registered office, as required by the New Mexico Statutes governing Nonprofit Corporations.

Article II. Members & Meetings

Section 1. Members. Individual Membership in the Alliance may be as informal as to include those who choose to occasionally attend meetings of the Alliance and/or working groups, sign up to be included in the mailing list, and/or to participate in a “unified action”. The Alliance may choose to require payment of dues from its members, if deemed necessary. The Alliance may choose to refer to the members as participants, supporters, or any other name deemed appropriate.

Section 2. Annual Meeting. An annual meeting of the active members of the Alliance, as defined in Section 1. Members. above, will be held each January at which time a summary report for the previous twelve months will be presented by members of the Executive Committee.

Section 3. Place of Meeting. The time and place of meetings shall be determined by the Executive Committee. Meetings in this sense include both general meetings and Executive Committee meetings. All meetings of the Alliance will be open meetings and anyone is welcome to attend.

Article III. Executive Committee Leadership & Governance

Section 1. General Powers. The affairs of the Alliance shall be managed by its Executive Committee. The major focus of the Executive Committee will be to set policies and procedures for the governance of the Alliance, organize meetings of the Alliance, set the agenda, and preside over those meetings. The Executive Committee will coordinate the activities and financial commitments of the Alliance. The Executive Committee will also broker and select the monthly “unified actions”; maintain the data base and determine its uses. The Executive Committee shall determine the overall design and exercise editorial control over the content of the web site, pva-nm.org. The Executive Committee shall have no say in the governance of working groups or allied community organizations.

Section 2. Number, Tenure, and Qualification. The number of members of the Executive Committee may vary, but in no event shall be fewer than five (5) or more than fifteen (15). The Executive Committee will be self-sustaining; and the length of term of membership shall be indefinite. Decisions on replacing its membership will be determined by the Executive Committee as circumstances dictate. Any active member of the Alliance may seek to become an Executive Committee member, simply by voicing such interest at an Executive Committee meeting. A two-thirds (2/3) vote of the Executive Committee shall be required to add a new member to the Executive Committee.

Section 3. Removal. Any member of the Executive Committee may be removed by a two-thirds (2/3) majority vote of the Executive Committee whenever in its judgment the best interests of the Corporation would be served thereby. Such removal shall be without prejudice to the rights, if any, of the member so removed.

Section 4. Quorum. A quorum for any purposes of action by the Executive Committee shall be 50% of current Executive Committee members plus one (1).

Section 5. Compensation. Members of the Executive Committee as such shall not receive any remuneration or payment for their services.

Article IV. Officers

Section 1. Officers. The officers of the Corporation shall be a Chair, Vice-Chair, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this article. The Executive Committee may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Executive Committee. Any two or more offices may be held by the same person, except the offices of Chair and Secretary or Chair and Treasurer.

Section 2. Election and Term of Office. The officers of the Corporation shall be selected by a two-thirds (2/3) majority vote of the Executive Committee, annually at the first meeting of the Executive Committee held after the annual meeting of the membership, in September. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as possible and convenient. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer elected or appointed by the Executive Committee may be removed by a two-thirds (2/3) majority vote of the Executive Committee whenever in its judgment the best interests of the Corporation would be served thereby. Such removal shall be without prejudice to the rights, if any, of the officer so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Executive Committee for the un-expired portion of the term.

Section 5. Chair. The Chair, in general, shall perform all duties incident to the office of Chair and such other duties as may be prescribed by the Executive Committee from time to time.

Section 6. Vice-Chair. The Vice-Chair, in the absence of the Chair, in general, shall perform all duties incident to the office of Chair and such other duties as may be prescribed by the Executive Committee from time to time.

Section 7. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these by-laws; prepare and submit all corporate financial reports, tax returns, etc.; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chair.

Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the Executive Committee, see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records, in accordance with the provisions of Article VI of these by-laws; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Chair.

Section 9. Secretary. No officer can sign or enter into any deed, contract, mortgage, or other obligation on behalf of the Corporation without two-thirds (2/3) agreement among the members of the Executive Committee.

Article V. Contracts, Checks, Deposits, and Funds

Section 1. Contracts. The Executive Committee may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Executive Committee. In the absence of such determination by the Executive Committee, such instruments shall be signed by the Treasurer or an Assistant Treasurer.

Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Executive Committee may select.

Section 4. Gifts. The Executive Committee may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

Article VI. Records

The Corporation shall keep correct and complete records of account and property and shall also keep minutes of the proceedings of its Executive Committee meetings, and shall keep, at the registered or principal office, a record giving the names and addresses of the members of the Executive Committee, specifying those entitled to vote. The records of the Corporation may be inspected by any Executive Committee member for any proper purpose at any reasonable time.

Article VII. Fiscal Year

The fiscal year of the Corporation shall begin on the first day of September and end on the last day of August in each year.

Article VIII. Amendments to By-laws

These by-laws may be altered, amended, or repealed and new by-laws may be adopted by a two-thirds (2/3) majority of the Executive Committee present at any regular or special meeting of the Board.

Article IX. Gender

Wherever the words "he", "him", or "his" appear in these by-laws it is understood to refer to either the male or female gender on any equal basis.

Article X. Indemnification of Executive Committee Members, Officers and Agents

Every person who is an Executive Committee Member, Officer, Managing Member, or Agent of this Corporation or who formerly served in such capacity shall be indemnified by the Corporation against any and all reasonable expenses, costs, and attorney's fees reasonably incurred by him in connection with the defense of any action, suit, or proceeding, civil or criminal, whether brought by or in the right of the Corporation or otherwise, or in connection with any appeal related thereto, in which he is made a party by reason of being or having been an Executive Committee Member, Officer, or Agent and against any amounts paid to satisfy a judgment or to compromise or settle a claim. The person shall not be indemnified if he shall be adjudged to be liable on the basis that he failed to act in good faith in a manner he believed to be in, or not opposed to, the best interests of the Corporation and with such care as an ordinarily prudent person would use under similar circumstances in a like position, and if such conduct constituted willful misconduct or recklessness.

Advance indemnification shall be allowed of an Executive Committee Member, Officer or Agent for reasonable expenses to be incurred in connection with the defense of the action, suit, or proceeding, provided that the person indemnified executes an undertaking to reimburse the Corporation for such amount if it shall ultimately be determined that he was not entitled to indemnification.

The rights of indemnification provided in this Article shall be in addition to any other rights to which any Executive Committee Member, Officer, or Agent may otherwise be entitled by contract or as a matter of law; and in the event of such person's death, such rights shall extend to his heirs or legal representatives. The provisions of this Article are separable, and if any part should be held invalid, the remaining provisions shall be fully enforceable, it being the intent of the foregoing that the Corporation indemnify each of its Executive Committee Members, Officers, and Agents to the maximum extent permitted by law.

Executed this ____ day of ____________________, 2005 by the undersigned incorporators.