Section 2. Acceptance. Acceptance of membership shall require signature upon a membership application and payment of dues and/or fees as specified in the application and an official "Letter of Acceptance" signed by an officer of the Corporation. The Board of Directors shall reserve the right to refuse or cancel membership to any person, firm, corporation, partnership, foundation, or association when the Board considers that such membership would be detrimental to the organization or upon delinquency of dues or fee payments.
Section 3. Dues and/or Fees. Membership dues and/or fees shall be determined by the Board of Directors, and shall be as set forth on a separate Dues and/or Fees Schedule published from time to time by the Board of Directors. The Board of Directors may set dues in different amounts for persons and for firms, corporations, partnerships, foundations or other associations. A member ceases to remain in good standing if dues are delinquent for a period of one (1) month or more.
Section 4. Honorary Membership. Distinction in service to the organization may confer eligibility to honorary membership. A majority vote of the Board of Directors present at a regular meeting shall confer honorary membership, which may be revoked by the Board at any time.
Section 5. Voting Rights. Paid membership shall entitle the member to cast a vote in the election of the Board of Directors and to cast a non-binding vote on issues properly brought before the membership. All members currently in good standing on a Record Date shall have the right to vote. The Record Date for the 1995 Annual Election shall be October 16, 1995; and thereafter, the Record Date shall be the last day of the month next preceding the date on which notice of any regular or special meeting of the membership or notice of the election of directors is required by these Bylaws to be given to the members. Notwithstanding the foregoing provisions of this Section 5, from and after November 8, 1995, a member, in order to be eligible to vote, shall not only meet the other criteria for membership in good standing, but shall also be a Regular User of the system. In order to be classified as a Regular User, the member shall have used the computer services of the corporation a minimum of an average of five hours per month, on line, in each of the six months preceding and ending on a Record Date. A member possessing the right to vote shall be entitled to cast one vote for each director's position to be voted upon at any regular election of directors and shall be entitled to cast a non-binding vote on all other matters properly brought before the membership. There shall be no voting by proxy except with respect to the election of directors.
Section 2. Quorum. At any meeting of the membership, the presence in person of members holding one-tenth of the votes entitled to be cast on the matter(s) to be voted upon plus the presence of one-third or no fewer than two of the Board of Directors in person shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members and Board members present shall be necessary for the adoption of any non-binding resolution unless a greater proportion is required by the Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws.
Section 2. Number and Tenure; Election. There shall be an annual election of directors which shall be conducted by mail. The Board of Directors shall consist of not less than three (3) nor more than nine (9) members who shall be divided into three classes in respect to term of office, each class to contain as near as may be one-third of the whole number of the board. Of the first Board of Directors to serve three year terms, the Board shall, in approving the ballot to be mailed to the members, designate members of one class who shall serve until the Annual Election of Directors held in the year following their election, the members of the second class who shall serve until the Annual Election of Directors held two years following their election, and the members of the third class who shall serve until the Annual Election of Directors held three years following their election; provided, however, that in each case directors shall continue to serve until their successors shall be elected and shall qualify. At each Annual Election of Directors following election of the first Board of Directors, one class of directors shall be elected to serve until the Annual Election of Directors held three years next following and until their successors shall be elected and shall qualify. Directors need not be residents of New Mexico nor members of the Corporation.
Section 3. Vacancies. Any vacancy or vacancies created for any reason including but not limited to the death, removal, resignation or incapacity to act or failure of election, of any director before the expiration of such director's term, or by amendment of these Bylaws, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors at any meeting of the Board.
Section 4. Resignations and Removal. Any director may resign at any time by giving written notice of such resignation to the Secretary of the Corporation. Unless otherwise specified in the notice, such resignation shall take effect on receipt thereof by the Secretary. Any director may be removed at any time by a vote of three-fourths (3/4) of the remaining directors. A director who fails to attend three (3) consecutive regular meetings of the Board may be removed by the President.
Section 5. Compensation. The Corporation may pay compensation in a reasonable amount to its members, directors or officers for services rendered and may confer benefits upon its members in conformity with its purposes.
Section 2. Annual and Special Meetings. An Annual Meeting of the Board shall be held on the first Tuesday in November (or such other date as may be set from time to time by the Board of Directors) each year for the purpose of electing officers and for the transaction of such other business as may come before the meeting. If the day fixed for the Annual Meeting is a legal holiday, such meeting shall be held on the next business day. Special meetings of the Board may be called by the President, or three (3) members of the Board, on not less than 48 hours notice given by mail or, delivered electronically by computer bulletin-board system. Notice of special meetings shall state the purposes therefor. Notice of any meeting shall be waived by unanimous consent of the directors. All meetings of the Board shall be held at such place within the State of New Mexico as shall be designated in a notice of the meeting.
Section 3. Quorum. At any meeting of the Board of Directors, the presence of one-third (1/3) of the directors in person shall be necessary to constitute a quorum for all purposes (except as may be permitted by the Nonprofit Corporation Act, the Articles of Incorporation or these Bylaws with respect to filling the unexpired term of a board member), and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the full Board of Directors. In no event shall fewer than 2 persons constitute a Quorum.
Section 4. Action Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all the members of the Board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board shall be filed with the minutes of the proceedings of the Board.
Section 5. Participation by Telephone. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or similar telecommunications equipment allowing all persons participating in the meeting to hear or see communication from each other at the same time. Participation by such means shall constitute presence in person at the meeting.
i. elect or remove officers or directors,The Executive Committee shall consult with and advise the Board of Directors on all matters pertaining to the affairs of the Corporation and shall have and exercise such specific power and perform such specific duties as prescribed by these Bylaws or as the Board of Directors shall from time to time prescribe or direct. The Executive Committee may act by a majority of its members at a meeting or by a writing or writings signed by all of its members. All action taken by the Executive Committee shall be reported to the Board at its next meeting and shall be subject to ratification by the Board. Minutes shall be written and maintained of all executive meetings by the Secretary.
ii. amend or repeal these Bylaws,
iii. authorize expenditures in excess of $10,000,
iv. enter into any contracts or agreements with third parties relating to the property or affairs of the corporation for a period of time more than one year or,
v. exercise any authority over any matters concerning which the Board of Directors is required to act by law or by the Articles of Incorporation or by these Bylaws.
Section 2. Nominating Committee. Prior to the Annual
Election of Directors, the President shall appoint a Nominating
Committee to consist of not less than two (2) directors and shall
designate the Chairperson of the Committee. The Committee shall
propose as nominees at least the number of directors to be elected.
Qualification for director shall be a willingness to assume the
duties and responsibilities of Board Membership if selected. The
Nominating Committee shall present the list of nominees to the
Board for review and approval of ballot form and ballot preparation
no later than four (4) weeks prior to the Annual Meeting.
The Board of Directors from time to time qualified and acting, shall hold a special meeting for the purpose of reviewing and approving the slate of nominees and form of ballot recommended by the nominating committee. The ballot form shall include space or spaces whereby a member may, in exercising his or her right to vote, elect to fill up to 1/3 of the vacancies occurring within any one class of directors to be voted upon, by a clearly executed write-in vote. Each ballot may designate at least one of the then serving members of the nominating committee as irrevocable proxy for purposes of the election being conducted by such ballot.
The ballot shall be mailed to each member by regular U.S. mail not less than twenty-one (21) days prior to the Annual Meeting. Ballots, to be counted, must be received at the primary office of the corporation (or its designated Post office Box) not less than three days prior to the Annual Meeting, either by U.S. mail or by personal delivery.
Each member shall have one vote for each director's position. There shall be no cumulative voting. Election of each director shall be by a simple majority of votes cast for each such position. Failure to fill any director's position by such majority shall be resolved as set forth in Article V Section 3.
Section 3. Other Committees. Such other committees may be appointed by the President with the concurrence of the Board of Directors, as may be deemed desirable for the proper administration and operation of the Corporation. Each such committee shall serve at the pleasure of the Board of Directors and shall be subject to the control and direction of the Board of Directors. All actions by any such committee shall be subject to revision and alteration by the Board of Directors provided that no rights of third persons shall be adversely affected by such revision or alteration. Any action or authorization of an act by any such committee within the authority delegated to it by the resolution establishing it shall be as effective for all purposes as the act or authorization of the Board of Directors. Any such committee may act by a majority of its members at a meeting or by a writing or writings signed by all of its members.
Section 2. Powers and Duties. The powers and duties of
the officers shall be as follows:
(B) Vice-President. The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors or the President shall prescribe. In the event the Board of Directors determines that the business of the Corporation requires more than one Vice-President, the Board shall designate one as Executive Vice-President, who shall have the powers and duties specified above, and the remaining Vice-Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President and the Executive Vice-President, the Vice-President designated by the Board of Directors or the President shall perform the duties and exercise the powers of the President
(C) Treasurer. The Treasurer shall have custody of all monies and securities of the Corporation; shall prepare an annual budget for approval by the Board; shall keep books of accounts; and shall submit them, together with all vouchers, receipts, records and other papers, to the directors or for their examination and approval as often as they may require; shall perform all other duties as are incidental to such office and shall perform the duties delegated to the Treasurer by the President.
(D) Secretary. The Secretary shall attend all sessions of the Board of Directors and Executive Committee and record, or cause to be recorded, all votes and minutes of all proceedings in a book to be kept for such purpose, and shall perform like duties for the standing committees when requested. The Secretary shall give or cause to be given notice of all meetings of the directors, and shall perform such duties as may be prescribed by the Board of Directors, and shall perform such other duties as are incidental to the office.
Section 4. Compensation of Officers. Compensation of the officers of the Corporation, if any, shall be fixed by the Board of Directors and shall be commensurate with the duties performed and the time devoted to the affairs of the Corporation by said officers. A member of the Board of Directors shall not participate or vote in fixing his or her compensation as an officer or employee of the Corporation.
Section 5. Vacancies. Any vacancy which may occur in any of the elective offices shall be filled at any meeting of the Board by a majority of the Directors present. An officer elected to fill a vacancy shall hold office until the next annual meeting of the Board or until his successor shall have been duly elected and qualified.
Section 6. Resignation and Removal of Officers. Any officer may resign by a notice in writing to the President or the Secretary. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective. Any officer may be removed at any time with or without cause by majority vote of the directors, provided there is a quorum of not less than a majority of the entire Board present in person at the meeting at which such action is taken.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be the calendar year or such other period as the directors may establish.
Section 3. Day. Whenever the word day or days is used herein, it shall mean calendar days, inclusive of weekends and holidays.
Section 4. Loans. No loans shall be contracted on behalf of the Corporation unless authorized by the Board of Directors.
Section 5. Limitations of Debate. Every member of the Corporation shall be entitled to speak at membership meetings on any subject brought before the Corporation for consideration. Every member of the Board of Directors shall be entitled to speak at any Board of Directors meeting on any subject brought before the Board. The Chairperson of any meeting shall, at his or her sole discretion, have the power to limit debate.
Section 6. Parliamentary Procedures. Whenever not inconsistent with these Bylaws the then current and most recently published edition of Roberts Rules of Order, Newly Revised, shall govern at all meetings of the Board of Directors and Members.