By-laws

By-Laws of
New Mexico In Depth Inc.
A Non‑profit Corporation for Empowering Journalists

ARTICLE I: NAME

The name of the Corporation is New Mexico In Depth Inc. (Hereinafter sometimes referred to as “NMID “).

ARTICLE II: PURPOSES

New Mexico In Depth has been organized exclusively for charitable and educational purposes including, but not limited to, the following:

  • To improve the journalistic culture in New Mexico by the reporting, researching and publication of well-researched, factual stories, including nonpartisan analysis of complex issues and legislation in simple, every-day language.
  • To promote democracy and strengthen the community through the dissemination of facts presented in simple, everyday language for use by citizens engaged in public discourse of important issues affecting New Mexico and its communities.
  • To educate citizens engaged in public discourse to the often-complicated set of interests competing for supremacy in an issue of public interest; to seek to increase the diversity of journalists and citizens involved in the public discourse; and to explain each issue from multiple perspectives in an effort to provide the citizenry and policy makers with factual information with which to make informed decisions. 

New Mexico In Depth will do this by:

  • Producing well-researched stories and offering them to various news outlets across New Mexico free-of-charge.
  • Partnering with journalists at for-profit and nonprofit media outlets and freelance journalists across the state who are seeking to do ambitious, in-depth journalism, which is defined as work that uncovers elements that inhibit a vigorous public discourse, such as wrongdoing by public officials, corporations or business; patterns of behavior inimical to better health outcomes; and government policies and regulations that limit a thriving community.
  • Offering this help free-of-charge and paying stipends to these journalists while also offering mentoring and editing help.

NMID will not realize any revenue or profit from the content’s publication in the news pages, newscasts, audio casts or websites of for-profit companies, but will benefit from the placement of those stories in three ways:

  • By providing examples of how well-researched, nonpartisan, factual stories can broaden and deepen discourse around issues of public interest.
  • By disseminating our work and the work of our partner organizations as widely as possible to meet our goals of promoting democracy, strengthening community, educating citizens engaged in public discourse and increasing the diversity of voices involved in issues of public interest.
  • By offering NMID multiple forums with which to show off its product, which will aid it in its ongoing fundraising efforts.

NMID will not sell its content to the public or to for-profit companies or nonprofit organizations.

ARTICLE III: DONOR POLICY

New Mexico In Depth is funded by donations from organizations and individuals who support our mission, but donors are allowed no control over our editorial content. The names of all donors will be disclosed publicly on New Mexico In Depth’s website. Specific amounts of donations will be listed when possible. When not possible, amounts shall be listed in dollar ranges that will be determined by the executive director.

New Mexico In Depth will not accept anonymous donations. If, due to circumstances outside New Mexico In Depth’s control, an anonymous donation is given and cannot be returned, New Mexico In Depth will repurpose it through its fiscal sponsor to a scholarship fund that supports journalism education. New Mexico In Depth will disclose the situation on its website, stating the amount of the anonymous donation and the fund to which it was given.

ARTICLE IV: OFFICES AND REGISTERED AGENT

Section 1. Offices

The principle offices for the transaction of the business of New Mexico In Depth shall be located in Rio Rancho and Las Cruces, New Mexico.

Section 2. Registered Agent

NMID shall continuously maintain within the Counties of Sandoval or Doña Ana a registered agent who shall be designated by the Board of Directors. Any change in the office or registered agent shall be accomplished in compliance with the New Mexico Non‑Profit Corporation Act, NMSA 1978, 53‑8‑1 et seq.

Section 3: Members

There will be no members of the Corporation.  All responsibility and function will be vested in the Board of Directors.

ARTICLE V: BOARD OF DIRECTORS

Section 1. General Powers and Duties

The Board of Directors shall set policies for New Mexico In Depth, including personnel policies and procedures governing employees of the Corporation. The Board will have sole responsibility for hiring and termination of the Executive Director. The Board of Directors shall oversee financial organization and planning for NMID. The Board of Directors shall perform all duties delegated by the adoption of these bylaws.

Section 2. Responsibilities of directors, including contracts and finances

The Board of Directors shall be responsible for the submission of a written annual report.

The Board of Directors may authorize an officer or officers, agent or agents of New Mexico In Depth to enter into any contract and deliver any instrument in the name and on behalf of the Corporation.

All checks, drafts or orders of the payment of money, notes or other evidences of indebtedness issued in the name of New Mexico In Depth shall be signed by such officer or officers, agent or agents of NMID, and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Executive Director, or hid/her designee, and countersigned by the Treasurer of the Corporation.

All funds of the Corporation shall be deposited from time to time to the credit of New Mexico In Depth in such banks, trust companies or other depositories as the Board of Directors may select.

The Board of Directors may accept on behalf of New Mexico In Depth any contribution, gift, bequest, or devise for any purpose of New Mexico In Depth.

The Board of Directors will manage the affairs of NMID and will have all powers granted by law, subject only to the limitations of the of New Mexico In Depth’s Articles of Incorporation, these Bylaws and the laws of the State of New Mexico. The executive director will be vested with authority to manage the day-to-day operations of NMID.

Section 3. Number of Directors

The authorized number of NMID Directors will be set by the Board of Directors and will not be less than three (3) nor more than seven (7).  The authorized number of Directors may be changed (but in no event to a number less than three {3}) by an amendment of these Bylaws duly adopted by an action of the Board of Directors.  However, no amendment of these Bylaws will be effective to shorten the term of any Director then serving.  Directors can serve on the boards of other organizations as long as that service does not violate NMID’s conflict-of-interest rules.

Section 4. Board of Director Meetings

Regular meetings of the Board of Directors of New Mexico In Depth will be held at such time and place as the Board of Directors may designate.  An annual meeting of the Board of Directors will be held at such time and place as the Board of Directors may designate.

A Director may participate in a meeting of Directors or of a committee of the Board of Directors by a conference telephone or similar communication equipment such as video conference by means of which all persons participating in the meeting can hear each other at the same time and all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants.  Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if a majority of the Directors consent in writing of such action.  Action by written consent will have the same force and effect as the unanimous vote of the Directors.

A majority of the directors in office will constitute a quorum for the transaction of business.   Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present will be the act or decision of the Board of Directors, unless the law, Articles of Incorporation, or these Bylaws require a greater proportion.

Directors will not receive any compensation for their services.  Upon resolution of the Board of Directors, Directors may receive reimbursement of reasonable expenses of attendance at any meetings of the Board.

Section 5. Maintenance of Books and Records

New Mexico In Depth shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors, and shall keep at the principal office a record giving the names and addresses of members entitled to vote. All books and records of New Mexico In Depth may be inspected by any member or her/his agent or attorney for any proper purpose at any reasonable time.

All books, records, and documents of New Mexico In Depth shall be considered property of NMID, shall be so identified, and shall be subject to recall from any member, director, officer or person at the discretion of the Secretary/Treasurer or by an affirmative vote of a majority of the Board of Directors.

The fiscal year of New Mexico In Depth shall be twelve (12) months and shall begin on the first day of January and end on the last day of December each year.

Section 6. Emergency Powers Clause

In any situation deemed an emergency by a Executive Director of New Mexico In Depth, the Executive Director initiating this clause is hereby authorized to convene an Emergency Meeting of the Board of Directors for purposes of making an organizational decision with respect to the stated emergency.

The Board of Directors is hereby expressly authorized to make any necessary decisions in connection with a specific emergency situation for which such an Emergency Meeting is convened.

Section 7. Term of Board of Directors

The inaugural term for two seats on the originating NMID Board will run for three (3) years. The inaugural term for the remaining Board positions will run two (2) years. No Board member will serve more than five (5) terms. After the first term, all Members of the Board of Directors shall serve for terms of two (2) years and the term of any members may also expire by death, resignation, or removal in accordance with these Bylaws.

Section 8. Vacancies

Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of the majority of the then members of the Board of Directors. A director elected or appointed, as the case may be, to fill an unexpired slot on the Board of Directors shall serve until the expiration of the term of her/his predecessor in office.

Section 9. Resignation from Board of Directors   

A member of the Board of Directors may resign by giving ten (10) days notice in writing to the Chair.

Section 10. Removal

Removal.  Any individual Director may be removed from office, with or without cause, by a two-thirds (2/3) vote of all Directors then in office.  Removal of a Director may only take place at a regular meeting of the Board of Directors or at a special meeting called for that purpose.  The proposed removal will be set forth in the notice of any such meeting, sent at least ten (10) days prior to the date of the meeting.

Section 11. Personnel Responsibility

The Board shall directly hire the Director who shall be responsible for overall supervision and coordination of the Corporation’s work.

ARTICLE VI: OFFICERS

Section 1. Titles

The Officers of New Mexico In Depth shall be the Chair, the Vice Chair, the Secretary, and the Treasurer of the Board of Directors, and such other officers as may be determined by the Board of Directors of NMID.  These officers shall not be staff persons of New Mexico In Depth.

Section 2. Election and Term of Office

The Board of Directors, at its annual meeting, shall elect, by majority vote of a quorum present, the officers to serve for terms of up to two (2) years.

Section 3. Vacancies

A vacancy in any office shall be filled by appointment of the Board of Directors for the unexpired portion of the term.

Section 4. Powers and Duties

     A. Chair — The Chair of the Board of Directors of New Mexico In Depth with the Executive Director shall exercise general supervision and coordination powers over the business and affairs of the Corporation. The Chair shall have the following specific powers and duties:

  1. To call and preside at all meetings of the Board of Directors;
  2. To have general and active coordination of the business of the Corporation working with the Executive Director

    B. Vice Chair — The Vice Chair of NMID shall act with the full authority of the Chair in the Chair’s absence.

    C. Secretary — The Secretary of NMID shall be the custodian of and shall maintain the corporate books and records and shall be the recorder of New Mexico In Depth’s formal actions and transactions.

  1. To attend to such correspondence and make such reports as may be assigned to her/him.

    D. Treasurer  — The Treasurer of NMID shall be its chief fiscal officer and the custodian of all funds, securities and property and shall have the following specific powers and duties:

  1. To ensure, open to inspection by the Chair and any director or member at all reasonable times, adequate and correct accounts of the properties and business transactions of New Mexico In Depth;
  2. To ensure the care and custody of the funds and valuables of New Mexico In Depth and deposit the same in the name and to the credit of New Mexico In Depth with such depositories as the Board of Directors may designate;
  3. To ensure the proper drafting of all checks, drafts, notes and orders for the payment of money in the business of New Mexico In Depth;
  4. To render to the Chair or to the Board of Directors whenever they may require it, an account of all her/his transactions as Treasurer and a financial statement in form satisfactory to them, showing the condition of New Mexico In Depth.

In addition, the Treasurer shall have such powers and duties as may be delegated from time to time by the Chair with approval of the Board of Directors.

ARTICLE VII DOCUMENTS

The documents that shall help to govern NMID and which shall serve as official guidelines for staff and membership shall be the Policies and Procedures Manual, the Staff Job Descriptions of New Mexico In Depth.

ARTICLE VIII: DISSOLUTION

Upon the dissolution of NMID, the Board of Directors shall, after paying or making provision for the payment of all NMID’s liabilities, dispose of all the assets of New Mexico In Depth exclusively for the purpose of the Corporation in such manner, or to such organization or organization(s) that shall at that time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.