CA-NAME Bylaws

BYLAWS

OF THE CALIFORNIA NAME EDUCATORS FOR SOCIAL JUSTICE,

THE CALIFORNIA CHAPTER OF THE

NATIONAL ASSOCIATION FOR MULTICULTURAL EDUCATION

ARTICLE I: NAME

The name of organization is California NAME Educators for Social Justice, the

California Chapter of the National Association for Multicultural Education (NAME).

ARTICLE II: PURPOSES OF THE CHAPTER

Consistent with the bylaws of NAME, the Organization has been organized to operate

exclusively for charitable, benevolent, scientific, literary, cultural and educational

purposes, including but not limited to: advancing a philosophy of inclusion that embraces

the basic tenets of cultural pluralism; promoting cultural and ethnic diversity as a national

strength; fostering equity and social justice for all in a way that embraces race, ethnicity,

color, national origin, ancestry, gender, sexual orientation, religion, age, socioeconomic

status, marital status, language, disability, or immigration status; promoting professional

and social exchanges between persons with an interest in multicultural social justice

education from all academic disciplines and from diverse educational institutions and

occupations; and representing and addressing the needs of the multicultural education

community.

In addition, the mission of California NAME Educators for Social Justice is to

promote and support education that is multicultural, equitable and just as a means of

achieving the full academic potential of every learner in California by 1) developing

analyses of contemporary inequities and injustices within historical, social, political, and

economic contexts, 2) sharing knowledge and resources amongst educators, and 3)

advocating for educational equity that supports diversity.

The Organization shall have, in furtherance of the aforesaid purposes, all of the powers

conferred upon corporations organized pursuant to the provisions of California Nonprofit

Corporation Law and the laws governing NAME.

ARTICLE III: MEMBERSHIP

Section 1.

Members of the Organization must 1) be a member in good standing of

NAME; and

2) live and/or work in, or otherwise affiliate with, the area of California.

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Section 2.

The dues year shall be a Member’s membership year. A member shall retain

membership and be recognized as a member in good standing if national

dues are paid by the first day of a Member’s membership year.

Section 3.

A person who is delinquent in national membership dues is not qualified to

exercise any right or privilege of membership in the Organization.

ARTICLE IV: ANNUAL MEMBERSHIP MEETING

Section 1.

The Organization will hold a conference and membership meeting once

annually at a time designated by the Board of Directors.

Section 2.

Special meetings of the membership will be called by the President in

response to a written request of at least a majority of Organization members

or at least two-thirds of the Board of Directors. In the case of a special

meeting, the petitioning members will state the business item(s) to be

considered with particularity. The Secretary will mail or email proper notice

to the last known address of each member of the Organization for receipt at

least thirty (30) days before the special meeting is to be held. The notice will

specify the time and venue of the meeting and the item(s) of business to be

considered. No other business shall be heard other than that originally

specified by the petitioning members.

ARTICLE V: OFFICERS

Section 1. Officers.

The Officers of the Organization shall be a President, a Vice President, a

Secretary, and a Treasurer, and such officers as deemed advisable from time

to time by the Board of Directors.

Section 2. Eligibility.

An Officer must be a member in good standing of the Organization for at

least one year.

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Section 3. Election and Terms.

The term of an Officer is two years, unless the term needs to be altered for

the purpose of staggering terms. Terms will be staggered to ensure there is

not a full turnover of Officers in any given year. The term of an Officer can

also expire by her or his resignation or removal in accordance with these

bylaws. Officers are not eligible to succeed themselves after two

consecutive terms in the same office.

Section 4. Vacancies.

If the office of President becomes vacant, the Vice President will assume the

duties of President for the unexpired term. If the office of Vice President

becomes vacant, the Board of Directors will elect one of its members for the

unexpired term. If any other office becomes vacant, the Board of Directors

shall elect an eligible member to fill the office for the unexpired term.

Service in an office for the unexpired term does not make the officer

ineligible for nomination or election to that office or any other office for two

full consecutive terms.

Section 5.

All of the Officers of the Organization will serve without compensation, but

may be reimbursed for necessary and appropriate expenses upon approval

by the Board of Directors.

ARTICLE VI: DUTIES OF OFFICERS

Section 1. Duties of the President.

The President is the chief operating officer of the Organization and presides

at meetings of the Board of Directors and the Membership. The President

supervises the affairs of the Organization in accordance with all policies and

directives approved by the Board of Directors. Unless otherwise provided in

these bylaws or by the Board of Directors, the President will appoint the

members of each committee of the Organization and may appoint special

assistants or consultants as she or he deems necessary and appropriate.

Special assistants and consultants will serve without compensation.

Section 2. Duties of the Vice President.

The Vice President chairs or co-chairs the Membership Committee. In

addition, she or he monitors adherence to the Organization’s policies,

procedures, and bylaws; attends to the Bylaws as needed; and performs

other duties as the Board of Directors may assign and assumes the duties of

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the President when the President is unable to perform his or her duties or

absent from meetings at which the President would reside.

Section 3. Duties of the Secretary.

The Secretary keeps minutes and records of all meetings of the

Organization, the Board of Directors, and the Executive Committee of the

Board of Directors; keeps the roster of membership of the Organization;

receives and keeps as property of the Organization all documents, addresses,

and reports to and of the Organization; gives all notices as required by these

bylaws or by law; and generally performs all duties customary to the Office

of Secretary.

Section 4. Duties of the Treasurer.

The Treasurer receives and supervises the safekeeping and expenditure of

the funds and investments of the Organization; prepares and distributes

budget reports at appropriate meetings of the Board of Directors or

Members; supervises the procedures of receipt, collection, recording, and

safekeeping of all funds as well as the procedures for disbursements in the

books of the Organization; and deposits all monies and other valuable

effects in the name of the Organization in such depositories selected by the

Board of Directors. The Treasurer shall make the financial books and

records of the Organization available for examination and audit by

independent accountants.

Section 5.

In addition to the duties and powers provided in these bylaws, the Officers

shall exercise such powers and perform such duties as determined

appropriate and necessary by the Board of Directors.

ARTICLE VII: BOARD OF DIRECTORS

Section 1. General Powers and Duties.

The powers of the Organization will be exercised by the Board of Directors.

The Board of Directors will control, formulate policy for, and administer the

affairs of the Organization during the periods between annual and special

meetings of the Members. The Board of Directors may appoint and define

the duties of chapter staff members, each of whom will serve at the pleasure

of the Board. The Board will have the power to determine the registered

representative and registered office of the Organization. The Board of

Directors have, and may exercise, any and all powers provided in the

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Articles of Incorporation and California Nonprofit Corporation Law that are

necessary to carry out the purposes of the Organization.

Section 2. Composition of the Board of Directors.

A. The Board of Directors consists of at least fifteen (15) Members. Each

Member on the Board has one vote at meetings of the Board of Directors at

which they are present.

B. The Board of Directors is composed of:

1. The President, Vice President, Secretary, and Treasurer;

2. Chairs of Standing Committees;

3. Up to five (5) representatives from California regional

networks (no more than one representative from each

network), one of whom is the chair of the Regional Network

Coordinating Committee;

4. Additional members as deemed necessary and appropriate by

the President or Board of Directors.

Section 4. Resignation

A member of the Board of Directors may resign at any time by providing

written notice to the President.

Section 5. Removal

After prior written notice and an opportunity to be heard before the Board of

Directors, a member of the Board can be removed by a three-quarters (3/4)

vote of the other members of the Board at a special meeting called for that

purpose. Failure to attend three (3) consecutive meetings of the Board of

Directors may constitute automatic removal without notice. In addition,

action against NAME or the Organization or their respective missions or

other behaviors deemed detrimental to NAME or the Organization by the

Board may be grounds for removal.

ARTICLE VIII: MEETINGS OF THE BOARD OF DIRECTORS

Section 1.

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Regular meetings of the Board of Directors will be held no fewer than four

(4) times each year. Meetings may be face-to-face, via phone conference,

skype, or other electronic means.

Section 2.

Written notice of all regular meetings shall be sent to the Board of Directors

at least ten (10) days prior to the meeting date.

Section 3.

Special meetings may be called at the request of one-third (1/3) of the

members of the Board or at the request of the President upon notice of five

(5) days. The notice must state with particularity the item(s) of business to

be considered at the special meeting. No other business will be conducted at

the special meeting other than that specified in the notice.

Section 4.

Notice of a meeting of the Board of Directors will specify the date, time,

and place or venue of the meeting and include a tentative agenda. Notice

must be delivered personally to each member of the Board or via email.

Section 5.

The presence of fifty percent plus one (50% + 1) of the members of the

Board will constitute a quorum for the transaction of business.

Section 6.

Except as otherwise provided by law, the Articles of Incorporation or these

bylaws, all matters before the Board of Directors will be decided by a

majority vote of the members of the Board present at a meeting at which a

quorum is established.

Section 7.

Minutes of the proceedings of the Board of Directors and the Executive

Committee will be open to inspection by any member of the Organization.

Section 8.

Members of the Organization may attend all meetings of the Board of

Directors and will have a voice, but not a vote, when so attending.

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ARTICLE IX: COMMITTEES OF THE BOARD

Section 1.

The standing committees of the Association shall be as follows:

A. Executive Committee

B. Nominating Committee

C. Resource-Sharing Committee

D. Conference Committee

E. Membership Committee

F. Regional Network Coordinating Committee

G. Political Advocacy Committee

Section 2.

The Executive Committee consists of the Officers of the Organization. The

President is Chairperson of the Executive Committee. The Executive

Committee, under the policy guidance of the Board of Directors, will act for

the Board on any matters requiring Board approval between meetings,

except as otherwise required by law or these bylaws. This action will be

reviewed by the Board at its next meeting. The Executive Committee will

keep regular minutes of its proceedings and will report the same to the

Board of Directors when required.

Section 3.

The Nominating Committee consists of three (3) members of the

Organization, each from different geographic regions of the state, appointed

by the President, with the approval of the Board of Directors. The Chair of

the Nominating Committee will be elected by the Nominating Committee

members, with approval of the Board. The Committee oversees and

supervises nomination and election procedures for the President, Vice

President, Secretary, and Treasurer. At the request of the Board of Directors

or President or as directed pursuant to these bylaws, the Committee will

present nominations for other offices and positions of the Organization.

Section 4.

The Resource Sharing Committee consists of not fewer than three (3)

members of the Organization, appointed from across the state by the

President, with the approval of the Board of Directors. The Chair will be

elected by the Resource Sharing Committee members with approval of the

Board. The Committee is responsible for creating, maintaining, and

regularly updating or adding to a venue (print, electronic, or any other form)

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for sharing practices and resources that support equity and social justice in

education for California.

Section 5.

The Conference Committee consists of not fewer than three (3) members of

the Organization, appointed from across the state by the President, with the

approval of the Board of Directors. The Chair will be elected by the

Conference Committee members with approval of the Board. The

Committee oversees and coordinates all matters regarding the annual

membership meeting and conference of the Organization.

Section 6.

The Membership Committee consists of not fewer than three (3) members of

the Organization, appointed from across the state by the President, with the

approval of the Board of Directors. The Vice President serves as Chair of

the Membership Committee. Working with the Regional Network

Coordinating Committee, this Committee is responsible for monitoring, and

developing and coordinating strategies to increase membership in NAME

and the Organization.

Section 7.

The Regional Network Coordinating Committee consists of one (1)

representative from each Regional Network that forms. The size of this

committee will depend on the number of Regional Networks that exist at

any point in time. The Chair will be elected by the Regional Network

Coordinating Committee members with approval of the Board. The

Committee helps Regional Networks to form, acts as liaison among

networks and between networks at the state chapter, and assists networks as

needed. The Committee will also select up to five (5) of its members to

serve on the Organization’s Board of Directors (one of whom will be the

Chair of the Regional Network Coordinating Committee).

Section 8.

The Political Advocacy Committee consists of three (3) members of the

Organization, appointed from across the state by the President, with the

approval of the Board of Directors. The Chair will be elected by the Political

Advocacy Committee members with approval of the Board. The Committee

is responsible for developing and putting forth a cohesive voice to influence

legislature and the media.

Section 9.

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The Board of Directors may by resolution create administrative and/or ad

hoc committees such as Fundraising, Bylaws, External Relations, or

Communications. Chairpersons of administrative committees will make

regular reports of committee activities to the Board when required.

Chairpersons of administrative committees may attend all meetings of the

Board and will have a voice, but unless otherwise eligible as a member of

the Board, will not vote when so attending.

ARTICLE X: ELECTIONS

Section 1.

The nomination of candidates for officers of the Board of Directors of the

Organization will be by application to the Nominating Committee. Each

application may propose nominees for one or more offices. A biographical

résumé and statement prepared by or on the behalf the nominee, indicating

qualifications for office sought, including the nominee’s activities related to

equity and multicultural education, must be submitted to the Committee.

Section 2.

The Nominating Committee will nominate at least one (1) member in good

standing for each office up for election. The Committee will make its

nomination report to the members of the Organization through mailed or

emailed ballots prior to the annual meeting and conference. Members may

write in candidates on the ballot.

Section 3.

Individual members of the Organization may cast (1) one vote for each

office up for election by participating in electronic balloting or any other

voting process designated by the Chair of the Nominating Committee or

another member of the Committee as designated by the Chair. Institutional

members may cast two (2) votes.

Section 4.

The results of the election of officers and members of the Board of Directors

will be announced to membership not later than July 15 of each year.

Section 5.

The Executive Committee will review and announce annually the election

schedule for the following year.

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ARTICLE XI: REGIONAL NETWORKS

Section 1.

Regional Networks consisting of students, parents, community organizers,

educators, and researchers are encouraged, to support local work related to

equity and social justice, and to engage people at a local level on a regular

basis. The procedures by which Regional Networks operate in matters such

as voting, quorum for meetings, and other routine matters, are to be

consistent with procedures outlined in these Bylaws.

Section 2.

To be formally approved as a Regional Network of the California Chapter of

NAME, a Regional Network must consist of at least five (5) members of

NAME in good standing. Regional networks that fulfill basic requirements

for at least 6 months will become recognized by the Organization as official

California NAME Chapter Regional Networks. The Board of Directors of

the California Chapter of NAME will vote to approve adding or terminating

a Regional Network.

Section 3.

Each Regional Network will have a local Regional Network Coordinating

Body consisting of at least three but no more than five members from the

Regional Network; at least two members must be active NAME members of

the California Chapter. The Regional Network Coordinating Body will have

at least three basic officers: a Chair, a Secretary, and a Treasurer, with

additional optional positions such as Regional Network Publicity

Coordinator, Community/Parent Liaison, or Co-Chair positions. Local

Regional Network Coordinating Body officers are elected by the local

regional members and approved by the State Regional Network

Coordinating Committee.

Section 4.

Regional networks must submit an annual description of officers,

membership, committees, activities, and finances to the Board of Directors

of the California Chapter of NAME.

Section 5.

Each Regional Network will elect one member, who is also a member in

good standing of the California Chapter of NAME, to be the Network’s

representative on the Regional Network Coordinating Committee. The

Regional Network's Representative on the Regional Network Coordinating

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Committee of the state Chapter functions as liaison between the Regional

Network, Regional Network Coordinating Committee and Board.

ARTICLE XII: CHAPTERHOOD

Section 1.

The Organization is a member of Region 9 of NAME and as such is

represented on the national Board of Directors by the Region 9 Director.

Region 9 also includes the states of Arizona and Nevada.

Section 2.

The Organization will:

A. report on chapter activities to the Regional Director and at meetings of

the national Board of Directors;

B. report on the chapter’s financial activities to the Regional Director and at

meetings of the national Board of Directors; and

C. conduct any and all activities appropriate to advance the principles and

objectives of NAME consistent with these bylaws.

Section 3.

The President will assist the Regional Director in carrying out her or his

responsibilities, coordinate submission of state chapter reports to the

Regional Director and the national Board of Directors, and perform such

other duties as may be assigned by the national Board of Directors.

ARTICLE XIII: OPERATIONAL PROVISIONS

Section 1.

All checks, drafts, or other orders for the payment of money issues in the

name of the Organization shall be signed by the President or Treasurer.

Expenditures greater than one hundred (100) dollars necessitate Board or

Executive Committee approval. All such orders shall be reported to the

Treasurer within forty-eight (48) hours.

Section 2.

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All funds of the Organization not otherwise employed shall be deposited in

a timely manner to the credit of the Organization in such banks, trust

companies, and other depositories as selected by the Board of Directors.

Section 3.

The Board of Directors will approve and adopt a budget for the

Organization each year.

Section 4.

The Organization will keep correct and complete books and records of

account and shall keep minutes of the proceedings of the Board of Directors

and of any committee having the authority of the Board of Directors.

Section 5.

The fiscal year of the Organization begins with the first day of July and ends

on the thirtieth day of June each year.

Section 6.

The Organization must provide an annual tax report and file appropriate

forms.

ARTICLE XIIV: INDEMNIFICATION

Upon approval of a majority of disinterested members of the Board of Directors, Board

Members and Officers and former Board Members and Officers of the Organization may

be indemnified for the expenses of defending actions arising against them by virtue of

their being or having been such Director or Officer, provided they are found not liable or,

if found liable, acted in good faith or without reasonable cause to believe her or his

conduct was unlawful.

ARTICLE XV: AMENDMENTS TO THE BYLAWS

These bylaws may be amended at any meeting of the Organization by a two-thirds (2/3)

vote of the voting members, provided that notice of the proposed amendment or

amendments are sent to the membership at least fourteen (14) days before the meeting.

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