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.

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 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 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 theBoard will constitute a quorum for the transaction of business.

Section 6.

Except as otherwise provided by law, the Articles of Incorporation or thesebylaws, 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 ofDirectors 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 theBoard 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) 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 ofthe 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.