A. Name And Definition:
1. Name: The name of this board is the "sustainable Gallup board" (SGB).
2. Definition: "Sustainability", as defined by the United Nations' appointed Brundtland commission, is a way of life that "meets the needs of the present without compromising the ability of future generations to meet their own needs". It is the capacity to endure. Sustainability encompasses the three (3) pillars of environmental health, economic vitality and social equity.
B. Premise, Mission And Operational Principals:
1. Premise: The city council assumes that the interests of commerce in city government are represented by the chamber of commerce, the economic development corporation, the business improvement district, the council of governments, etc. The SGB is to follow the premise that our natural surroundings have an impact on public and environmental health; this premise being necessary for the long term sustainability and quality of life in the city of Gallup, and in consideration of its residents whose health and wellness may be adversely affected by governmental decisions.
2. Mission: Monitor activities of commerce and governance that come before the city council that may impact the environment; including air and water quality, diversion of solid waste, and other environmental matters.
3. Operational Principles: The SGB shall receive input and concerns from area citizens, and assignments from the mayor and city council. The board will utilize scientific, peer reviewed primary sources for its data and fact gathering. It will advise the city regarding wording and interpretation of environmentally related surveys and documents. The SGB shall advise the mayor and city council on these matters, as needed.
C. Membership:
1. Board Members:
a. At large members (voting members): The board shall consist of up to seven (7) members appointed by the mayor, with city council approval; and will strive to represent the diverse cultural, political and social interests of Gallup and the surrounding communities.
b. Board members shall have an interest in and concern for sustainability, as defined in this section.
c. Ex officio members (nonvoting):
(1) One or more representatives from the city of Gallup including the conservation coordinator, or similar representative; including supervisors and directors from the city of Gallup utility departments as may be appropriate.
(2) One member from Northwest New Mexico council of governments NWNMCOG.
(3) One member from Northwest New Mexico regional solid waste authority (NWNMRSWA).
2. Term Of Board Members:
a. At large members: Will serve initial staggered terms of two (2) and four (4) years, with fifty percent (50%) of the members serving each such initial staggered term periods, to be drawn by random lots. All subsequent terms shall be for four (4) years.
b. City employee members: Will hold their ex officio status based on their employment position and/or assignment.
3. Vacancies:
a. A vacancy or vacancies in the board will be deemed to exist upon:
(1) The death or removal of any board member;
(2) An increase of the authorized number of board members; or
(3) A board member giving written notice to the chairperson of his/her resignation. Once a board member resigns their position, their resignation may not be rescinded.
b. The board may seek a replacement from the mayor and city council for a board member anytime a vacancy/vacancies arises. Vacancies will be filled within thirty (30) days. No reduction of the authorized number of board members will remove any board member from office.
c. Vacancies caused by expiration of the member's term shall be filled by the mayor, with city council approval.
4. Removal: The affirmative vote of the majority of the board members present at a called meeting at which a quorum is present may remove, by majority vote, an "at large" member from the board. Any member who has three (3) consecutive meeting absences may be automatically removed from the board.
5. Compensation: Board members will not receive any compensation for their services; however, the board may recommend the reimbursement of a member's actual and necessary expenses incurred in the conduct of the business of the board.
6. Board Meetings:
a. The board will meet at such locations as designated by the chairperson of the board and concurred with by the board.
b. The board will adopt a resolution stating the time and place for holding regular meetings and shall comply with the open meetings act of the state of New Mexico.
c. Special meetings of the board may be called by the chairperson. All special meetings will be noticed in advance and will comply with the provisions of the open meetings act of the state of New Mexico.
d. Minutes taken at board meetings will be distributed prior to the next board meeting and official action will be taken thereon.
7. Quorum And Voting:
a. The majority of the board members in office will be deemed a quorum for the transaction of business at any meeting of the board. If the number of board members diminishes during the meeting, business may still be acted upon, providing the number of votes needed to pass items when a quorum was originally present is achieved.
b. The act of a majority of the board members present at a meeting at which a quorum is present will be the act of the board, unless the act of a greater number is required by law or by these bylaws. Vote will be taken by roll call.
c. Each board member will have one vote on matters which come before the board. No proxy votes are allowed.
d. Ex officio members are nonvoting members and do not count as quorum members.
8. Conflict Of Interest:
a. Each member of the board shall disclose the nature and extent of any potential conflict of interest. Each member must certify annually that no conflict of interest exists.
b. No member of the board may use information, not a matter of public record, obtained because of board membership, for personal pecuniary gain.
D. Officers:
1. Officers: The officers of the board will be a chairperson, vice chairperson, secretary and such other officers as may be elected, in accordance with the provisions of this subsection D. The board may elect or appoint such other officers as it will deem desirable. Such officers will have the authority to perform the duties prescribed.
a. Chairperson: The chairperson will be the principal officer of the organization. The chairperson will preside at all meetings of the board and perform all duties incident to the office, and such other duties as from time to time may be assigned by the board. The chairperson is a nonvoting member of all committees to which the board has not otherwise appointed the chairperson.
b. Vice Chairperson: In the absence of the chairperson, or in the case of the chairperson's inability or refusal to act, the vice chairperson of the board will perform the duties of the chairperson and when so acting, will have all the powers of and be subject to all the restrictions upon the chairperson. The vice chairperson will perform such other duties as from time to time may be assigned by the chairperson or by the board.
c. Secretary: The secretary will keep minutes of the meetings of the board in one or more books provided for that purpose; issue all notices in accordance with the provision of these bylaws or as required by law; maintain a membership list and a register of the mailing address of each member; and overall, perform all duties incident to the office of secretary, and such other duties as from time to time may be assigned by the chairperson or by the board. A copy of the approved and signed minutes will be forwarded to the city clerk.
2. Election Of Board Officers And Creation Thereof: The board members themselves will elect its officers.
a. Office will be held until removed, or until a new election is held.
b. Reelection of officers shall be held annually. An election to replace officers may be held whenever called for by majority vote.
c. New offices may be created and filled at any meeting of the board.
3. Removal: Any officer elected or appointed by the board may be removed by the board whenever in its judgment the best interest of the board would be served by that removal, subject to the rights, if any, of any officer under any contract of employment.
E. Committees:
1. General And Ad Hoc Committees:
a. The board may, by resolution, designate one or more committees to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, will have the authority of the board; except that no committee, no matter the board resolution, may:
(1) Take any final action on matters which under these bylaws also requires approval of the board;
(2) Fill vacancies on any committee;
(3) Amend or repeal any resolution of the board;
(4) Appoint any other committees of the board or the members of these committees;
(5) Expend funds or approve any transaction.
b. Each committee will consist of three (3) or more members appointed by the board.
c. Any committee may establish subcommittees to facilitate the conduct of its business.
F. Parliamentary Authority: The board will operate using consensus, when possible. Otherwise, the rules contained in "Robert's Rules Of Order", latest edition, will govern the board in all cases to which they are applicable and in which they are consistent with these bylaws.
G. Annual Report: The board will report its activities to the Gallup city council, at least annually. Such reports, or a summary thereof, will be provided to each council person and board member and published in such organization publications as the board will designate. (Ord. 2016-12, 11-9-2016)