[The original corporate By-Laws of La Plaza Telecommunity
follow (filed September, 1993). Text within square
brackets, such as this, is not included in the original. Text
*not* included in square brackets is an exact transcription
of the original document, except that the occasional typographical error may slip by. This information is non-copyrighted, and freely available as a matter of public record.
This posting serves to fulfill part of La Plaza's stated
mission: providing public access to information. I have
posted this as an act of volunteer public service to La
Plaza. Elizabeth Winter]
ARTCLE I. Name
ARTICLE II. Purpose
ARTCLE III. Membership
ARTICLE V. Quorum.
ARTICLE VI. Board of Directors
ARTICLE VII. Officers
ARTICLE VIII. Committees
ARTICLE IX. Indemnification
The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the organization the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by a director or officer in his or her capacity as a director of officer of the organization in advance of the final disposition of a proceeding, shall be made only upon delivery to the organization of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitles [sic] to be indemnified under this Article or otherwise. The organization may, by action of its Board of Directors, provide indemnification and advance expenses to employees and agents of the organization and others permitted to be indemnified by the New Mexico Nonprofit Corporation Act with the same scope and effect as the foregoing indemnification and advancement of expenses of directors and officers.
If a valid claim pursuant to the above provisions of the Article is not paid in full by the organization within ninety (90) days after a written claim has been received by the organization, the claimant may at any time thereafter bring suit against the organization to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the require undertaking, if any, is required, has been tendered to the organization) that the claimant has not met the standards of conduct which make it permissible under the New Mexico Nonprofit Corporation Act for the organization to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the organization. Neither the failure of the organization (including tis Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the New Mexico Nonprofit Corporation Act, nor an actual determination by the organization (including its Board of Directors or independent legal counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the organization's Articles of Incorporation, By-Laws, agreement, or disinterested directors, or otherwise.
The organization may maintain insurance, at its expense, or provide alternative financial arrangements including but not limited to providing a trust, letter of credit, or self- insurance to protect itself and any other director, officer, trustee, employee, or agent of the organization or another venture, trust, or other incorporated unincorporated enterprise against any such expense, liability or loss, whether or not the organization would have the power to indemnify such person against such expense, liability or loss under the New Mexico Nonprofit Corporation Act.
ARTICLE XI. Dissolution of the Organization.
ARTICLE XII. Amendments
[Signatures of Patrick J. Finn, President;
Richard W. Bryant, Vice President;
attested by Eric K. Albrecht, Secretary.]