ARTICLE III MEMBERSHIP

5. ANNUAL MEETING. The Annual Meeting of the Membership of La Plaza shall be held on the first second Tuesday of November of each calendar year. Election of the Board of Directors and voting on any other proposals brought before the Membership shall take place during a one week balloting period beginning on the first Tuesday of November of that year. Announcement of election results, presentation of the yearly financial report, presentation of annual reports of committees, and any other business included in the Agenda of the Annual Meeting, shall take place at the Annual Meeting. The Annual Meeting shall be held at a location determined by the Board of Directors.

6. SPECIAL MEMBERSHIP MEETINGS. A petition signed by ten (10%) percent of the eligible Voting Members of La Plaza, or a vote by a majority of a quorum of the Board of Directors, shall be sufficient to call a special meeting of the Membership. A special meeting shall be held at a location determined by the Board of Directors.

9. NOTICE.   Written notice stating the place, day and hour of the Annual Meeting or a special meeting of the members and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days before the date of the meeting, either personally, by mail, or by electronic message, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If mailed, the 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 records of the corporation, with postage thereon prepaid. If sent by electronic message, the notice shall be deemed to be delivered when transmitted to the electronic mail account of the member as recorded in the records of the corporation.

ARTICLE IV DUTIES AND POWERS

2. MEMBERSHIP OF THE BOARD OF DIRECTORS.

d. Balloting and Election. Balloting shall be done by secret ballot with each Voting Member casting votes for individual nominees equal to the number of positions open. The President shall appoint a committee to count all ballots cast. The nominee receiving the largest number of votes will fill the first open position, the nominee receiving the next largest will fill the second open position, and so on until all open positions are filled. In the event of a tied vote for the last open position, the outcome shall be determined by a runoff election between the nominees with equal numbers of votes.  In the event of a tied vote between two or more nominees who will fill positions in any case, the outcome, if necessary, shall be determined by lot.

a. Regular Meetings. Meetings of the Board of Directors shall be held at least once a month at a time and place to be designated by the President. Regular meetings of the Board of Directors shall be  open to attendance by Members.

b. Special Meetings. Special meetings may be called at any time by the President, or by any two voting Members of the Board of Directors. Special meetings shall be held at a time and place to be  designated by the President.

f. Meeting Notice.  Written notice stating the place, day and hour of a Regular or a special meeting of the board shall be delivered to directors by electronic message or other means as directed by the President not less than three days prior to the meeting. Attendance of any director at any meeting shall constitute a waiver of notice of the meeting except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  In the event of a Regular meeting, notice shall be delivered to members by electronic message or other means as directed by the President not less than three days prior to the meeting, excepting that a previously published schedule clearly showing the meeting date and location shall constitute valid notice.

ARTICLE X. AMENDMENTS

Any portion of these Bylaws may be amended by the approval of the majority of the Members at an Annual Meeting. Proposed changes to the Bylaws must be submitted to the Board of Directors at least thirty (30) sixty (60) days prior to the Annual Meeting. The Board of Directors shall present such proposed changes at the Annual Meeting to the Members for discussion to the Members for discussion sixty (60) days prior to the annual meeting for a thirty (30) day discussion period. Upon completion of the discussion period, a final ballot shall be prepared for the Annual Meeting. Any amendment to these Bylaws requires that an amended copy be filed with the New Mexico State Corporation Public Regulation Commission or its successor and with the U. S. Internal Revenue Service to assure continued qualification of La Plaza as a bona-fide non-profit organization for tax purposes.