2-4-3: BYLAWS OF THE BOARD:
   A.   Mission: To inspire, make recommendations, and educate people to take action every day to improve and beautify our community environment.
   B.   Membership: The KGCB Board membership shall consist of up to five (5) voting members, and one, ex officio, non-voting member appointed by the Mayor, with City Council approval. The ex officio (non-voting) shall be a City of Gallup employee, such as the Environmental Program Coordinator or similar representative as may be appropriate.
   C.   Officers: KGCB Board members will elect its officers annually: a Chairperson, and Vice-Chairperson. 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. The members of the board shall regularly attend meetings and shall serve without compensation except for reimbursement of authorized expenses attendant to the performance of their duties.
      1.   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.
      2.   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 City of Gallup KGCB Executive Director shall be a non-voting member of the board. The KGCB Executive Director shall be custodian of all minutes and records of the board and perform such other duties as the board may deem necessary and consistent with both the responsibilities of the board and his/her responsibilities to the City of Gallup, the City Manager, and coordinating with the Tourism and Marketing Manager for the purpose of implementing the provisions of this chapter.
   D.   Term Of Office:
      1.   At large voting members shall serve staggered terms with three (3) of the initial members serving four (4) year terms and the remaining two (2) members serving two (2) year terms. All subsequent terms shall be for four (4) year terms.
      2.   City employee members will hold their ex officio status based on their employment position and/or assignment.
   E.   Vacancies:
      1.   A vacancy or vacancies in the board will be deemed to exist upon:
         a.   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; or
         b.   The death or removal of any board member; or
         c.   An increase of the authorized number of board members.
      2.   The board may seek a board member replacement from the Mayor and Council any time a vacancy/vacancies arises. Vacancies are scheduled to be filled within thirty (30) days.
      3.   Any board vacancy may be filled for the remainder of the unexpired term by Mayoral appointment, with City Council approval.
      4.   If a KGCB Board officer vacancy occurs - board members, with a quorum and majority vote, shall nominate board members as needed. KGCB Board member nominee names shall be submitted to Mayor and City Council for approval. Newly appointed members shall be installed at the first regular meeting after their appointment.
   F.   Removal: Any member who has three (3) unexcused, consecutive meeting absences may be automatically removed from the board.
   G.   Board Meetings:
      1.   The board will meet at such locations as designated by the Chairperson of the board and concurrence with by the board.
      2.   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.
      3.   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.
   H.   Quorum And Voting:
      1.   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.
      2.   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.
      3.   Each board member will have one vote on matters which come before the board. No proxy votes are allowed.
      4.   Ex officio members are nonvoting members and do not count as quorum members.
   I.   Conflict Of Interest: Each member must certify annually that no conflict of interest exists. No member of the board may use information, not a matter of public record, obtained because of board membership, for personal pecuniary gain.
   J.   Sub-Committees: To accomplish KGCB responsibilities the board shall establish sub- committees such as, but not limited to, the areas of business and industry, communications, education, finance/fundraising, and cleanup.
   A KGCB Board member will chair each sub-committee with an unspecified number of community volunteers chosen by the board as working sub-committee members.
      1.   Appointed Members: Each committee will consist of a minimum of two (2) or more members appointed by the KGCB Board.
      2.   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.
      3.   Annual Report: The board will report its activities to the Gallup City Council and published in such organization publications as the board will designate. (Ord. 2018-9, 7-24-2018)