Bylaws

BYLAWS OF THE NATIONAL NATIVE AMERICAN LAW STUDENTS ASSOCIATION, INC.

(Approved by the Executive Board on January 16, 2008)

ARTICLE I: Objectives and Purposes

The National Native American Law Students Association, Inc. (the “Association”) is a nonprofit corporation devoted to and engaged in:

(a) providing an organization to promote unity and cooperation among Native American law students, providing a basis to work for the advancement of Native Americans, and promoting learning and knowledge by encouraging students to develop legal scholarship in Native American legal issues;

(b) providing better communication among Native American law students, Native American people, Native American lawyers and the general public.

(1) educational opportunities such as curriculum development, tutorial programs and research projects.

(2) developing scholarships for law students who plan to practice law in Native American communities.

(d) providing a forum for the discussion of law that affects Native Americans by:

(1) maintaining an annual legal writing competition concerning Native American legal issues.

(2) maintaining an annual national moot court competition concerning Native American legal issues.

(e) any lawful act or activity for which nonprofit corporations may be organized under the New Mexico Nonprofit Corporation Act or activities permitted by section 501(c)(3) of the United States Internal Revenue Code and its regulations, or successor sections or regulations.

ARTICLE II: Membership

Section 1. Membership. Membership shall consist of three classes subject to admission and payment of annual dues of $10:

(a) General Membership shall be open to any American Indian, Alaska Native or Native Hawaiian student currently enrolled in law school. An American Indian or Alaska Native or Native Hawaiian is a person who is a descendant of a member, and/or recognized by his or her native community as a member.

(b) Alumni membership shall be open to American Indian, Alaska Native or Native Hawaiian law school graduates;

Section 2. Term of Membership. The term of membership shall begin on July 1 and end on June 30 of each year.

Section 3. Transferability. Membership is not transferable or assignable.

Section 4. Chapters.
(a) Members may form local chapters to further the purposes of the organization, subject to the application of these bylaws and the approval of the Executive Board. The action of any chapter shall not bind the Association unless sanctioned by the Association. Each chapter shall pay an annual fee of $50 to the Treasurer by January 15 of each year.

(b) The Association shall recognize a “Chapter of the Year.” This annual award will be decided by a majority vote of the Executive Board present at any regular or special meeting.

Section 5. Suspension. Grounds for suspension of members or chapters include violation of the Association’s Constitution or bylaws. A written statement of allegations shall be submitted to the proper Area Representative. Upon review, the Area Representative may present the allegations to the President. The President and/or Area Representative shall call an Executive Board meeting to decide upon suspension. The member or chapter shall receive a written statement of allegations at least 30 days before the meeting and shall be given an opportunity to appear at the meeting and respond to the allegations. A member or chapter may be suspended from the Association by a four-fifths (4/5ths) vote of the Executive Board. The decision of the Executive Board shall be final. Suspension under this section results in forfeiture of member or chapter dues.

Section 6. Reinstatement. A suspended member or chapter may be considered for reinstatement during a subsequent membership term. Upon the Executive Board’s finding of compliance with the Association’s Constitution and bylaws, the member or chapter shall be reinstated.

ARTICLE III: Meetings

Section 1. Annual Meeting. The annual meeting of the Membership shall be held on or near the time that the Federal Bar Association Indian Law Conference is held, for the purpose of electing Officers and for the transaction of any other business.

Section 2. Special Meetings. Special meetings of the Membership, for any purpose(s), unless otherwise prescribed by these bylaws, may be called by the President or the Executive Board, and shall be called by the President at the request of at least 20% of the Membership entitled to vote at the meeting.

Section 3. Place of Meeting. The Executive Board may designate any place, either within or without the State of New Mexico, unless otherwise prescribed by the Articles of Incorporation or by these bylaws, as the place for any meeting.

Section 4. Notice of Meeting. Written or electronic notice of the place, day and hour of the meeting and, in case of a special meeting, the purpose(s) for which the meeting is called, shall be delivered at least 10 days before the meeting to each member entitled to be at that meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the books of the Association, with postage prepaid. Whenever notice is required, such notice may be waived in writing signed by the person(s) entitled to such notice, either before or such meeting, and shall be included in the corporate records. The attendance of a member at a meeting shall constitute waiver of notice of that meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

Section 5. Quorum. At any meeting of the Membership, a simple majority of the members of the Association entitled to vote, represented in person or by proxy, shall constitute a quorum. The members present at a duly-organized meeting where there is a quorum may transact business until adjournment, even if there is a subsequent loss of quorum because of withdrawal of members, provided that at least one- third (1/3) of the members entitled to vote are represented at the meeting.

Section 6. Proxies. At any meeting of the membership, a member may vote by proxy executed in writing by the member, provided that the member has paid his or her annual dues before the end of the moot court competition. Proxy voting for the election of the NNALSA Executive Board shall be conducted according to procedures established annually by the National Election Committee.

Section 7. Voting. General and Associate Members currently enrolled in law school are entitled to vote on any matter including but not limited to: officer elections, amendments to the Articles of Incorporation, and moot court location. Each member is entitled to one vote, by person or by proxy. Voting for the election of the NNALSA Executive Board shall be conducted according to procedures established annually by the National Election Committee. All Officer elections and all other questions shall be decided by simple majority vote of members present or represented at a meeting where there is a quorum, except as otherwise provided by the bylaws or the Articles of Incorporation. For each office, the candidate who receives the highest number of votes shall be elected.

Section 8. Resolutions.
(a) A member may propose a resolution to be voted on at a meeting of the members by submitting to the Secretary a written copy of the proposed resolution, at least 30 days before the meeting where the proposed resolution will be voted on.

(b) The Secretary shall provide a written copy of the full text of any proposed resolution to the regular members with the notice of the meeting where the resolution will be voted on.

(d) No resolution which conflicts with the Articles of Incorporation shall be valid.

Section 9. Robert’s Rules of Order. Unless otherwise provided by the Chair of any meeting, Robert’s Rules of Order, Revised, shall govern the conduct of all meetings.

ARTICLE IV: Offices

The Association shall have and continuously maintain in the State of New Mexico, a registered office and a registered agent, whose office is identical with the registered office, and may have other offices within or without the State of New Mexico, as the Executive Board decides.

ARTICLE V: Board of Directors

Section 1. General Powers and Duties. The affairs of the Association will be managed by its Board of Directors, also known as the “Executive Board,” and all corporate powers shall be exercised by the Executive Board, except as otherwise expressly required by the Articles of Incorporation, these bylaws, or by law. The acts of the Executive Board shall be effective for all purposes as the act or authorization of the Association, provided that the Executive Board shall have no power to repeal, rescind, veto or otherwise nullify any action taken by the membership at any annual or special meeting.

(a) The Executive Board shall audit the financial records of the treasurer at its first meeting after election and shall file a written report on the audit with the Secretary.

Section 2. Number, Tenure and Qualifications. Vacancies for the Executive Board shall be restricted to general members. There shall be 14 Directors, or “Board Members,” composed of:

(a) Six Officers elected at large to fill the positions of President, Vice President, Secretary, Treasurer, ABA Representative, Public Relations Director; and

(b) One Officer to fill the position of Area Representative who attends law school in, or if no candidate so qualifies, shall have tribal connections with or shall have been raised in each of the following eight areas:

(1) Arizona, California, Hawai’i, and Nevada

(2) Colorado, New Mexico, and Utah;

(3) Arkansas, Iowa, Kansas, Louisiana, Mississippi, Missouri, Oklahoma, and Texas

(4) Illinois, Indiana, Kentucky, Michigan, Ohio, Tennessee, and Wisconsin

(5) Maryland, Delaware, District of Columbia, Virginia, West Virginia, North
Carolina, South Carolina, Alabama, Georgia, and Florida;

(6) Connecticut, Maine, Massachusetts, New Hampshire, New Jersey, New York,
Pennsylvania, Rhode Island, and Vermont

(7) Alaska, Idaho, Oregon, and Washington;

(8) Minnesota, Montana, Nebraska, North Dakota, South Dakota, and Wyoming.

Each Officer shall be elected for a term of one year by the Membership at the annual meeting. Each Officer shall hold office until death, resignation, removal or expiration of his or her one-year term, and until his or her successor is duly-elected and qualified.

Section 3. Regular Meetings. A regular meeting of the Executive Board shall be held without other notice than this bylaw at the meeting of the membership. The Executive Board may provide the time and place by resolution, either within or without the State of New Mexico, for additional regular meetings of the Board without other notice than such resolution. All meetings of the Executive Board shall be open to the Membership.

Section 4. Special Meetings. Special meetings of the Executive Board may be called by or at the request of the President or any two Officers. The person(s) authorized to call special meetings of the Board may fix any place, either within or without the State of New Mexico, for any special meeting called by them.

Section 5. Notice. Notice of any special meeting of the Executive Board shall be given by written notice delivered to each director at his or her address according to the records of the Association, or by electronic notice at least three days before the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. Any Officer may waive notice of any meeting. The attendance of an Officer at a meeting shall constitute a waiver of notice of that meeting, except where an Officer attends for the express purpose of objecting to the transaction of business because the meeting was not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice, unless specifically required by these bylaws.

Section 6. Quorum. A simple majority of the Executive Board shall constitute a quorum at any Board meeting except for purposes of suspension. A majority of the Officers present may adjourn the meeting without further notice.

Section 7. Manner of Acting. The act of a majority of the Officers present at a meeting where there is a quorum shall be the act of the Executive Board, except where otherwise provided by these bylaws.

Section 8. Vacancies. Any vacancy in the Executive Board, including a vacancy resulting from a need for new Area Representatives, may be filled by the vote of a simple majority of the Executive Board.

Section 9. Removal. Any Officer may be removed by the Executive Board by a three-fourths (3/4ths) vote of the existing Officers whenever the best interests of the Association would be served.

Section 10. Compensation. Officers as such shall not receive salaries or compensation for their services. By resolution of the Executive Board, reasonable expenses may be reimbursed.

Section 11. Action Without a Meeting. Any action of the Executive Board, or a committee thereof, may be taken without a meeting if consent in writing is signed by all Officers entitled to vote. Such consent shall have the same force and effect as a unanimous vote.

Section 12. Meetings by Teleconference. Any action of the Executive Board, or committee thereof, may be taken by teleconference or a similar communications device where each participating Officer has the opportunity to hear other participating Officers. Actions taken at such meetings shall have the same force and effect as any action taken in accordance with the provisions of these bylaws.

Section 13. Committees. The Executive Board may designate and appoint one or more committees, each of which shall consist of two or more Officers. Committees shall have and exercise the authority of the Executive Board in the management of the Association.

Section 14. Immunity of Conduct.
(a) All Officers shall enjoy immunity for personal liability monetary damages for his or her conduct as a Board member or Officer of the Association.

(b) Such immunity, however, does not eliminate or restrict liability for acts or omissions that involve intentional misconduct or a knowing violation of a criminal law, or for any transaction from which the Board member received a benefit in money, property, or services to which s/he is not entitled.

Section 15. Reports to the Membership.
(a) The Executive Board shall report to the membership regarding their proceedings.

(b) The Executive Board may submit to the membership any questions or matters which are of immediate or practical consequence to the membership.

ARTICLE VI: Officers

Section 1. Officers. National Officers of the Association shall be President, Vice President, Secretary, Treasurer, and other Officers that are elected in accordance with the provisions of this article. The Membership may elect or appoint other Officers including Vice Presidents, assistant Secretaries or assistant Treasurers, as it shall deem desirable.

Section 2. Elections.
(a) Elections for Executive Officers shall be conducted annually. Elections shall be conducted according to procedures adopted by the National Election Committee and shall be consistent with these bylaws. Each Officer shall hold office until his or her successor is duly elected and qualified.

(b) National Election Committee (NEC). The NEC shall act according to delegated authority from the Association. The NEC shall be comprised of all current Officers who are ineligible to seek office for the subsequent election. In the event there are less than three Officers who qualify for the NEC, the Executive Board may appoint up to three NNALSA members to serve on the NEC. The appointed members must also be ineligible for subsequent office and must be in good standing. The NEC shall elect a chairperson to coordinate the election process.

Section 3. Removal. Any Officer or Agent elected or appointed by the Membership may be removed, for cause only, by the Executive Board by a three-fourths (3/4ths) vote of the existing Officers whenever the best interests of the Association would be served.

Section 4. President. The President shall be the chief Officer of the Association and shall generally implement and supervise the business and affairs of the Association, subject to the control of the Executive Board and of any duly-authorized committee of Officers. The President shall preside at all meetings of the Executive Board and the membership. The President shall file a yearly corporate report with the New Mexico State Corporation Commission by May of each year. The President shall also be responsible for any other required filings. In addition, the President shall perform other duties as may be prescribed by these bylaws or the Executive Board.

Section 5. Vice President. The Vice President shall preside at all meetings in the absence or disability of the President, serve as administrator of the Moot Court Competition, and shall undertake all other duties as added or defined at the discretion of the Executive Board.

Section 6. Secretary. The Secretary shall keep the minutes of the meetings of the Executive Board; see that all notices are duly given in accordance with these bylaws; be custodian of the corporate records and of the seal of the Association, and see that the seal of the Association is affixed to all documents, the execution of which on behalf of the Association is duly authorized in accordance with the provisions of these bylaws; and in general perform all duties incident to the office of Secretary and other duties as may be assigned by the President or Executive Board.

Section 7. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Association and maintain accurate records of all transactions; receive and give receipts for money due and payable to the Association, and deposit all such monies in the name of the Association in banks, trust companies or other depositories as selected in accordance with Article of these bylaws; and in general perform the duties incident to the office of Treasurer and other duties as may be assigned by the President or Executive Board. The Treasurer shall also maintain current membership lists by class.

Section 8. Public Relations Director. The Public Relations Director shall maintain the alumni data base, spearhead alumni fundraising efforts, advise the President concerning those alumni activities, establish procedures for communications with and dissemination of NNALSA information to alumni, and serve as the liaison between the Association and the alumni community.

Section 9. American Bar Association (ABA) Representative. The ABA Representative shall be NNALSA’s delegate to the ABA Law Student Division Board of Governors, acting as the liaison between NNALSA and the ABA Law Student Division. The ABA Representative shall perform all duties prescribed by the Law Student Division (LSD) and promote the interests of NNALSA and the Native American legal profession at all times.

Section 10. Area Representatives. Each Area Representative shall answer questions and communicate with members or prospective members, maintain local membership lists, and perform other related duties specifically including, but not limited to: contacting each NALSA chapter President within their area at least twice yearly, contributing at least one article to the Newsletter on an event related to their respective area, and providing the Executive Board with an updated contact list within their area for fund-raising purposes.

Section 11. Individual NALSA chapters are not required to elect chapter officers in accordance with the qualification requirements in this article.

ARTICLE VII: Contracts, Checks, Deposits and Funds

Section 1. Contracts and Other Documents. The Executive Board, except as by law, the articles of incorporation, or these bylaws as otherwise required, may authorize any officer(s), agent(s) of the Association, in addition to the officer(s) authorized by these bylaws, to enter into any contract or execute and deliver an instrument or document in the name of and on behalf of the Association and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Loans, etc. All checks, drafts, loans and other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be assigned by Officer(s) or Agent(s) of the Association in a manner determined by the Executive Board. In the absence of such determination, such instruments shall be signed by the Treasurer and the President. The President may authorize expenditures of $100 or less; expenditures of more than $100 must be approved by the Executive Board.

Section 3. Deposits. All funds of the Association shall be deposited to the credit of the Association in banks, trust companies or other depositories as the Executive Board selects.

Section 4. Gifts. On behalf of the Association, the Executive Board may accept any contribution, gift, bequest or devise for the general purpose or any specified purposes of the Association.

Section 5. Grants. The Executive Board shall have the exclusive power to approve and authorize grants, contributions, and other financial assistance from the Association to other persons. A committee established by the Executive Board may submit recommendations for the recipients of grants or awards of financial assistance, but the Executive Board shall have final and exclusive authority to approve grants and awards. After approving any request for funds, the Executive Board shall authorize payment of funds to the approved grantee. Relatives of Executive Board members or of any committee member involved in recommending recipients of grants are eligible to receive grants and financial assistance from the Association but no Officers or committee member shall participate in selection deliberations or other activity concerning an award to a member of that person’s immediate family.

Section 6. Fund Raising. All Officers shall actively fundraise for the Association.

ARTICLE VIII: Books and Records

The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Membership and Executive Board. The Association shall keep a record of the names and addresses of the Officers at the registered office. All books and records of the Association may be inspected by any Officer or his agent or attorney for any proper purpose at any reasonable time. The Association shall forward an original or copy of all documents to the American Indian Law Center at the end of April, July, October, and January; the American Indian Law Center shall serve as the Association’s depository for the Association’s books and records.

ARTICLE IX: Fiscal Year

The fiscal year of the Association shall begin on July 1 and end on June 30 of each calendar year.

ARTICLE X: Seal

The Executive Board shall provide a corporate seal which shall have the name of the Association and the words “Corporate Seal, State of New Mexico.”

ARTICLE XI: Waiver of Notice

Whenever waiver of notice is required under these bylaws, Articles of Incorporation, or the New Mexico Nonprofit Corporation Act, a written waiver signed by the person(s) entitled to such notice, shall be deemed equivalent to such notice.

ARTICLE XII: Amendments to the Bylaws

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority vote of the Membership present at any annual or special meeting or a majority vote of the Executive Board present at any meeting.

ARTICLE XIII: Moot Court and Writing Competitions

Section 1. Moot Court Competition. The Executive Board vests authority in the Vice President to administer the competition and rules in partnership with the host school. The Vice President shall not compete in the competition while serving as Competition Administrator. The appropriate Area Representative shall act as liaison to the host school and participate in planning the competition.

Section 2. Writing Competition. The Executive Board will appoint an Officer and vest authority in that Officer to administer the writing competition and rules in partnership with the host school. The Writing Competition Administrator shall not compete in the competition while serving as the Writing Competition Administrator. The appropriate Area Representative shall act as liaison to the host school and participate in planning the competition.

National Native American Law Students Association