Velo de Animas By-Laws
Introduction
WHEREAS Velo de Animas was incorporated as a not-for-profit organization under the laws of the State of New Mexico on the 17th day of March, 2003.
AND WHEREAS the statutes of the State of New Mexico provide for the enactment and confirmation of by-laws at a general meeting;
AND WHEREAS this by-law shall replace and supersede any others passed prior to the day of enactment;
AND WHEREAS the by-law herein is necessary for the proper operation of Velo de Animas;
BE IT ENACTED as a by-law of Velo de Animas as follows:
Section One: Interpretation
1.01 In this by-law and in all other by-laws of Velo de Animas, hereafter passed,unless the context otherwise specifies or requires:
a. "Corporation" means Velo de Animas also known as VdA
b. "Board" means the Board of Directors of the Corporation,
c. "Director" means an elected or appointed member of the Board,
d. "Executive" means the Executive Committee of the Board,
e. "Officer" means a member of the Corporation given certain duties and may but need not be a member of the Board,
f. "Member" means a person who has been granted membership to participate in the year-round activities of the Corporation,
g. The singular shall include the plural and the plural the singular,
h. The masculine shall include the feminine and the feminine shall include the masculine.
Section Two: Head Office
2.01 The Head Office of the Corporation shall be located in the Municipality of Farmington in the State of New Mexico, and at such place therein as the board may from time to time by resolution decide. All Correspondence and fees may be received at:
Velo de Animas
P.O. Box 6227
Farmington, New Mexico 87499
Section Three: Terms of Membership
3.01 All persons interested in the purposes of the Corporation who make application and pay membership fees fixed by the Board shall be members in good standing.
Member
3.02 A Member is 18 years of age or over . He shall be entitled to hold office and vote at all members' meetings. He shall have all other Corporation privileges subject to any restrictions which may be passed by the Board.
Junior Member
3.03 A Junior member is under 18 years of age. He shall not be entitled to hold office or to vote at any members' meetings. He shall have all other Corporation privileges subject to any restrictions which may be passed by the Board. Junior members must have a waiver release signed by a parent or legal guardian.
Members Bound by By-Laws
3.04 All members shall, by accepting membership, be deemed to have notice of and to agree to be bound by all rules and regulations duly made thereto or hereafter to be made by the Corporation or by duly authorized Officers or by the Board.
Fees
3.05 The annual and other fees, dues and assessments which the members shall pay to the Corporation shall be as the Directors shall from time to time fix. Members in default of payment automatically shall cease to be members. Members shall be reinstated upon payment of such fees and any associated service charges. Membership fees shall be assessed for each calendar year, beginning January 1st. Membership fees shall be $10 per year for individuals. Family memberships will be $20 per year. Membership fees will not be prorated for individuals joining the Corporation after the beginning of the year. Members may make tax deductible donations in addition to paying membership fees.
Refund of Fees
3.06 On resignation or expulsion, a member shall have no claim on the refund of any part of his fees for the current year or past years.
Disciplinary Matters
3.07 Should the conduct of any member, either as a part of or outside of the Corporation activities be, in the opinion of the Board, injurious to the character and interests of the Corporation, or should any member persistently refuse to conform to any by-law or rule or regulation of the Corporation, the Board may reprimand, and/or suspend, and or request such member to resign; and should he not resign within fourteen days of the mailing to him, at his address as shown by the books of the Corporation, a letter containing such request, the Board shall be empowered to remove his name from the list of members, at a meeting of the Board, duly called for the purpose, and notice of such meeting shall be given to the member, at least seven days prior to the date of such meeting. Notification of the member's reprimand and/or suspension and/or expulsion shall be forwarded to him by mail. Any reinstatement of the member shall be subject to review by the Board upon submission of a new application.
Section Four: Meetings of Members
Place of the General Meetings
4.01 The General Meetings of Velo de Animas shall be held at such places in Farmington, New Mexico on such day each month as the membership may by resolution determine.
Date of the General Meetings
4.02 The General Meetings of Velo de Animas shall be held once each month. Notice of the meetings shall be submitted for publication in the Farmington Daily Times, posting the notice on the web site (velodeanimas.com) and e-mail notification shall be sent to all members of Velo de Animas
Procedure at the General Meeting
4.03 The procedure for business at the General Meetings shall be as determined by the Board but to follow standard accepted practice. Such meeting shall be held to receive the reports and statements required by the Corporations Act, to be read at and laid before the Corporation members at the annual meeting, to elect Directors and appoint the auditor for the ensuing year and fix or authorize the Directors to fix his remuneration, and for the transaction of such other business as may properly be brought before the meeting.
Calling a Special Meeting
4.04 A Special Meeting of the Corporation may be called by a simple majority of the Board or by requisition signed by at least one tenth of the members of the Corporation. A notice of a Special Meeting shall contain a summary of proposed business to be conducted at such meeting and said notice shall be mailed to members of the Corporation or published in a newsletter or on a website at least 14 days in advance.
Place of the Special Meeting
4.05 The Special Meeting of the Corporation shall be held at such time and such place within San Juan County, New Mexico as may be designated by the Directors or the persons calling the meeting.
Right to Vote
4.06 At each meeting of the Corporation every member who is at the proper time entered in the books of the Corporation as a member in good standing of the Corporation shall be entitled to one vote on each question arising at any General Meeting or Special Meeting of the members.
Quorum
4.07 A quorum for the transaction of business at any meeting of members shall consist of not less than 25 members or one fourth of the members, whichever is the lesser, present in person or by proxy. The President or in his absence the Vice-president or such other member of the Board as the President shall delegate shall take the chair and shall preside at all members meetings of the Corporation. If the President or his designates are not present, the members present shall choose one of their members to be Chairmen of the meeting.
Voting Procedure
4.08 For the election of Directors and for the conduct of business at the General Meetings or special meetings, voting shall be by show of hands. A simple majority shall decide all motions, whether at the General Meetings or a special meeting.
Votes to Govern
4.09 At all meetings of the members every question shall, unless otherwise required by law or the by-laws of the Corporation, be decided by a majority of the votes duly cast on the question. At all meetings of members every question shall be decided by as show of hands, unless a poll thereon be required by the chairman or be demanded by any member present in person. After a show of hands has been taken on any question the Chairman may require or any member entitled to vote may demand a poll thereon. Whenever a vote by a show of hands shall have been taken, unless a poll be so required or demanded, as declaration by the chairman that a resolution has been carried, or carried by a particular majority, or not carried, an entry to that effect in the minutes of the proceedings shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against any resolution or other proceedings in respect of the said question, and result of the votes so taken shall be the decision of the Corporation at the Annual General Meeting or Special Meeting, as the case may be, upon such resolution.
Polls
4.10 If a poll be required by the Chairman of the meeting or be duly demanded by any member and the demand not withdrawn, a poll upon the question shall be taken in such manner as the Chairman of the meeting may direct. Upon a poll each member entitled to vote at the meeting shall be entitled to one vote and the result of the poll shall be the decision of the Corporation at the Annual General meeting or Special Meeting, as the case may be, upon the question.
Casting Vote
4.11 In case of an equality of votes at any meeting of members either upon show of hands or upon a poll, the Chairman of the meeting shall be entitled to a second or casting vote.
Voting by Proxy
4.12 Not withstanding the foregoing, any member in good standing may appoint a person as a delegate to represent him. Such delegate on presentation of written authority signed by the member, may be entitled to vote on all issues which may come before that particular meeting. This permission is known as voting by proxy. The document of authorization so issued by a member will be valid for only one meeting and such delegate may only vote a single proxy.
Adjournment of Meetings
4.13 The Chairman may with the consent of any meeting adjourn the same from time to time and no notice of such adjournment need be given to the members, except that when a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be as in the case of an ordinary meeting. Any business may be brought before or dealt with at the original meeting in accordance with notice calling such original meeting.
Section Five: Board of Directors and Officers
Election of Directors
5.01 The corporation shall be managed by the Board of Directors who shall have full power and authority to manage and control the affairs of the Corporation. The Board of Directors will minimally consist of 5 members. The Directors shall be elected at a General Meeting or Special Meeting of the Corporation. In addition, pursuant to Section 5.07, a Director may be appointed by the Board to hold office until the next Annual General Meeting or Special Meeting. Each Director shall also be an Officer of the Corporation. At the Annual General Meeting the members shall appoint the office to be held by each Director.
Officer Positions
5.02 The board shall include the following Officers - President, Vice-President, Treasurer, Secretary, Past President, and Legal Director and/or such other Officers as the Board may determine. The Board may appoint such other Officers or committee chairwomen and/or chairmen as they deem appropriate who shall hold office until the next Annual General Meeting of the Corporation or until their successors have been appointed.
Term of Office of Directors/Officers
5.03 Directors shall be elected yearly to hold office for a term of one year until the next Annual General Meeting of the Corporation or until their successors have been elected or appointed. The President shall be an ex-officio member of all standing committees. All elected and appointed Directors shall retire at the end of the term of office at the Annual General Meeting and shall be eligible for re-election if otherwise qualified. The Vice-President shall assume the office of the President for the following year. The term of office of all other Officers or committee chairwomen and/or chairmen shall expire at each Annual General Meeting but such persons shall be eligible for re-appointment if otherwise qualified.
Past President
5.04 The position of Past President shall not be an elected position but one that is ex-officio automatically appointed arising for the period of one year immediately following his term as President. This position is held by the individual for only one year and is a voting position on the Board of Directors.
Resignations
5.05 The resignation of a Director shall become effective upon its acceptance by the Board or at the expiration of notice in writing signed by the resigning Director and sent by registered mail to the President of the Corporation.
Absence, Incapacity or Resignation of President
5.06 In the event of the absence, incapacity or resignation of the President, the Vice-President shall be the acting President during the remainder of the calendar year. In the event of both these Directors being absent, incapacitated, refusing to so act or having resigned, the Board shall appoint the President from among the remaining Directors.
Vacancies
5.07 Vacancies on the Board, however caused, may be filled by the Board from among qualified members of the Corporation, so long as there is a Quorum of Directors in office. Such vacancies may be filled by appointments from the membership made by such directors in office. A person appointed by such Directors then in office, to fill a vacancy in the board, shall hold office for the balance of the unexpired term of the vacating Director.
Removal from Office
5.08 Any Director of the Board or any Officer reporting to the Board may at any time be removed from office by a resolution passed at a special meeting of the members called for that purpose. A vacancy so caused may be filled at such meeting from members nominated at such meeting, and the member so elected shall hold office, subject to the term of office of the Director or Officer so removed
Disqualification
5.09 At any special meeting, the meeting may by resolution declare that any Director shall cease to be a Director of the Board and his office vacated before the expiration of his term:
a. If he holds any other office or place yielding profit from Corporation transactions, and/or,
b. If he is concerned in or participates in profits of any contract with the Corporation; provided that no director shall vacate his office by reason of his being a shareholder or member of any corporation which has entered into any contract with ordinary work for the Corporation of which he is a Director, but he shall not vote in respect of any such contract or work.
Irregularity
5.10 No act or proceeding of any Director or Officer shall be deemed invalid or ineffective by reason of the subsequent ascertainment of any irregularity in regard to his appointment or qualification.
Nominating Committee
5.11 The Board shall appoint a Nominating Committee to receive nominations and put forward the names of prospective Directors from the membership in advance of the Annual General Meeting. Members of the Nominating Committee shall not be eligible themselves for such positions.
Nominations and Elections
5.12 All nominations for the Board of Directors shall be sent to the Nominating Committee in writing, duly seconded by one other member and with the consent of the nominee. The Secretary shall ensure that all such nominations shall be included in the notice of the Annual General Meeting published on the website of the Corporation, provided that such nominations are received before the deadline for placement on the website to the Annual General Meeting or a Special Meeting called for such purpose. In addition, nominations may be received at the Annual General Meeting by the nominating committee, duly seconded by one other member and with the consent of the nominee, in writing up until the hour fixed for the Annual General Meeting or Special Meeting called for such purpose. A member duly nominated as Director/Officer and subsequently defeated may be nominated for one other office at the Annual General Meeting or Special Meeting.
Section Six: Meetings of the Board
Notice of Directors Meeting
6.01 Reasonable notice of a meeting of the board shall be given to each Director personally, and in default of personal notice shall be given by telephone, at least three days in advance, or by e-mail seven days in advance addressed to each Director at the address of record, provided however, that if a certain day or date in each month is affixed by the Directors for holding regular meetings no notice of any Directors meeting need be given to any Director.
Quorum for Meeting
6.02 A simple majority of the board shall constitute a quorum for the transaction of business at any meeting of the Directors. But this simple majority must include any 2 of the four following Directors - President, Vice-President, Treasurer and Secretary. Notwithstanding vacancies in the Board, the remaining directors may exercise all the powers of the Board so long as a Quorum of the board remains in office.
Order of Business
6.03 The order of business at meetings of the Board shall be determined by the President but to follow standard accepted practice. The order of business may be altered at any meeting by a majority of the Directors present. Normal order of business shall include:
1. Convening of meeting
2. Opening of meeting
3. Approval of minutes
4. Financial status report
5. Old business
6. New business
7. Adjournment
Voting at Meeting
6.04 Questions arising at any meeting of the Board and its committees shall be decided by a majority of votes of those present. Each Director shall be entitled to cast one vote notwithstanding that he may hold more than one Officer Position. In any case of an equality of votes, the chairman of the meeting, in addition to his original vote, shall have a second deciding vote.
Section Seven: Duties of the Directors/Officers
Director Positions
7.01 The elected Directors/Officers of the Corporation shall consist of the President, Vice-President, Treasurer, Secretary, and Past President and such other directorships as the Board may determine. A fifth director, Legal Director, will be appointed from membership to the Board.
President
7.02 The President shall be the chief executive officer of the Corporation and preside at all meetings of the Board and members of the Corporation.
Vice-President
7.03 The Vice-President shall conduct business in the absence of the President.
Treasurer
7.04 The Treasurer shall administer the finances of the Corporation.
Secretary
7.05 The Secretary shall keep accurate minutes of each meeting of Directors and members, administer secretarial duties of the Corporation and perform or oversee all membership functions.
Past President
7.06 The Past President shall be the immediate Past President and shall provide advice and continuity from the previous Board.
Legal Director
7.07 The Legal Director shall be appointed from the membership and shall provide legal advice and services to the Corporation.
Signing Officers
7.08 Contracts, documents or any other instruments in writing requiring the signatures of the Corporation shall be signed by any two signing officers consisting of the President, Vice-President, Treasurer or Secretary and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without further authorization or formality. The Board shall have the power by resolution to appoint any Officer on behalf of the Corporation to sign specific contracts, documents and/or instruments in writing. Such contracts, documents or instruments shall have the prior approval of the Board.
Meeting Summaries
7.09 Summaries of all decisions taken at board meetings shall be prepared for publication on the website of the Corporation.
Employment
7.10 No Director shall be an employee of the Corporation.
Variation of Duties
7.11 From time to time the board may vary or limit the powers or duties of any Director or Officer.
Section Eight: Remuneration
8.01 The Board or an Officer of the Corporation designated by the Board may fix any remuneration for persons employed by the Corporation, but not Directors, to carry out such duties as directed and approved by the Board or such Officer designated by the Board.
Section Nine: Non-Liability and Indemnity
Protection of Directors, Officers and Chairmen
9.01 No Director, Officer or Chairman of any standing committee of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other Director, Officer or other member of any committee or sub- committee or employee, or for joining in any receipts or their acts for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of any security in or upon which any of the monies from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or effects of the corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same are occasioned by his own willful neglect or default.
Indemnity of Directors, Officers and Chairmen
9.02 Every Director, Officer or Chairman of any standing committee of the Corporation and his heirs, executors and administrators and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Corporation from and against:
a. all costs, charges and expenses whatsoever that such director or Officer sustains or in or about any action, suit or proceeding that is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office; and,
b. all other costs, charges and expenses that he sustains or incurs in or in relation to the affairs of the Corporation; except such costs, charges or expenses as are occasioned by his own willful neglect or default.
Release and Indemnity Agreement for Members
9.03 Each member eighteen years of age and older who has applied and been accepted for membership must have signed the release and indemnity agreement. Each member under eighteen years of age must have the release and indemnity agreement signed by a parent or guardian.
Release and Indemnity Agreement for Non-Members
9.04 Each person eighteen years of age and older attending a cycling event sponsored by the Corporation for which they paid must have signed a release and indemnity agreement. Each person under eighteen years of age must have a release and indemnity agreement signed by a parent or guardian.
Non-Liability of Corporation for Personal Property
9.05 It is a condition of the use of the Corporation's services or privileges that a member's personal property, while in the custody of (by bailment or otherwise) or in the control of the Corporation, is at all times at the member's risk. The Corporation and its servants don not incur any liability at law for the loss or damage to such personal property from any cause whatsoever.
Section Ten: Finances
Fiscal Year
10.01 The fiscal year of the Corporation shall begin on January first.
Auditor
10.02 The members shall at each Annual General Meeting appoint an auditor to hold office until the next Annual General Meeting and, if an appointment is not made, the auditor in office shall continue in office until a successor is appointed. The Board may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board. Notice of the appointment of an auditor shall be made in the newsletter of the Corporation.
Publication of Annual Statement
10.03 The annual financial statement shall be presented to the members at the Annual General Meeting.
Availability of Annual Statement
10.04 Annual financial statements as approved by the Board shall be available for inspection by any member of the Corporation at a time and place mutually agreeable to the member and the Treasurer.
Section Eleven: Amendments to the Bylaws
11.01 Amendments or alterations to the By-Laws shall be made pursuant to the provisions of the Corporations Act of the State of New Mexico.
Promulgation of By-Laws
11.02 By-laws for the orderly government of the Corporation may be promulgated by the Board, subject to ratification by the membership at next General Meeting, Special Meeting or Annual Meeting.
Section Twelve: Miscellaneous
Dissolution or Liquidation
12.01 In the event of the dissolution or liquidation of the Corporation, any assets remaining after all debts and obligations have been honored, shall be distributed to one or more recognized charitable organizations chosen by the Board.
Grants, Donations, gifts
12.02 The Board may accept grants, donations and gifts in the name of the Corporation and its members. Proper acknowledgement and recording of these grants, donations and gifts shall be the responsibility of the Treasurer. Grants, donations and gifts shall not be divided amongst the members of the Corporation.
Repeal
12.03 All former by-laws of the Corporation are repealed from and after the coming into force of the By-Law No. 1 without prejudice to any action heretofore taken there under.
Seal / Logo
12.04 The seal or logo for the organization will be a graphic impression to be determined by membership and shall be the Corporate Seal of the Corporation.
Coming Into Force
12.05 This by-law shall come into force on the day on which it is confirmed by the members of the Corporation.
President, Velo de Animas
Vice President, Velo de Animas
Treasurer, Velo de Animas
Secretary, Velo de Animas
Legal Director, Velo de Animas
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