BYLAWS OF NEW MEXICO VOLUNTEERS FOR THE OUTDOORS
Revised 9/24/2001, 8/13/2014, 1/19/2017
The name of the Corporation shall be: NEW MEXICO VOLUNTEERS FOR THE OUTDOORS.
The Board of Directors should consist of a minimum of ten (10) members. The Board of Directors will select from among themselves a Chairperson and Vice-Chairperson to serve in these positions for a term of one year. A Secretary and/or Treasurer may be selected from the elected Board members, or may be selected from the membership at large. If the Secretary and/or Treasurer are selected from the membership at large they shall be non-voting members of the Board. An Executive Director, if one exists, shall be a non-voting member of the Board serving in an Advisory capacity. All members of the Board of Directors shall be voting members of the corporation, and shall have been either elected or appointed to their positions per Article X herein.
The basic policies of the corporation are as follows:
(1) The Corporation shall be noncommercial, nonsectarian, and nonpartisan.
(2) The name of the Corporation or the names of the members in their official capacity shall not be used in connection with any commercial concern or with any partisan interest, or for any purpose not appropriately related to the promotion of the purposes of the corporation.
Purposes for which the Corporation is formed are those set forth in its Articles of Incorporation. The Corporation is not formed for pecuniary or financial gain, and no part of the assets, income, or profit of the Corporation is distributable to, or may inure to the benefit of its trustees or officers, directors, or members, except to the extent permitted under the New Mexico Non-Profit Corporation Act and Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended. The Corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office.
- Section 1. At least six (6) regular meetings of the Board of Directors shall be held each year.
- The Chairperson may when (s)he deems necessary, or at the written request of four (4) members of the Board shall, issue a call for a special meeting of the Board of Directors. Five days (5) notice shall be given for any such special meeting.
- In addition to and including the regularly scheduled meetings, the Board may meet through electronic means such as telephone conferencing, video conferencing or by other electronic means, if necessary. Board Meetings conducted electronically shall be documented with minutes in the same manner as Board Meetings conducted in person.
- Section 2. A simple majority of the voting members of the Board of Directors shall constitute a quorum, unless otherwise provided herein. The vote of a majority of the voting members present shall be necessary for the conduct of business and passage of resolutions, except as otherwise provided herein.
- Section 3. The annual meeting of the membership for the election of officers and directors shall be established by the Board of Directors at a convenient date each year.
- Section 4. All parliamentary business not covered by the By-laws of the corporation shall be governed by Robert’s Rules.
- Section 5. The Board of Directors may establish the rights, privileges, liabilities, criteria, qualifications, and other incidents of membership as it deems appropriate.
- Section 6. Dues and provisions for the payment thereof shall be established by the Board of Directors.
- Section 1. Charter sections of the New Mexico Volunteers for the Outdoors may be established throughout the State of New Mexico. Charter sections shall be chartered by the Corporation by means of a charter agreement between the Corporation and those charter sections within the State of New Mexico. Approval of charter agreements shall be by a two-thirds (2/3) majority vote of the voting members of the Board of Directors at a meeting wherein a quorum is present.
- Section 2. Charter sections shall indicate their status with and relationship to the New Mexico Volunteers for the Outdoors on all letterheads, literature, and legal documents.
Amendments to the By-Laws may be proposed in writing and submitted to the Board of Directors by any voting member of the Corporation (as defined in Article X herein). If a majority of the Board of Directors concur on the proposal (s) or an amended version of the proposal (s), it will be submitted for vote at any duly call meeting of the voting membership. The proposed amendment (s) and mail-in ballots shall be submitted to the voting membership no less than fifteen (15) days in advance of the meeting at which the amendment (s) is considered. If a majority of the voting members present at the meeting, together with the mail-in ballots (counted at the meeting) approve the proposal (s), the Board of Directors shall amend the By-Laws as soon as practicable. However, no amendment (s) to the By-Laws may be adopted by this procedure which would caused the Corporation to cease to be an organization exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended.
The directors and officers of the Corporation may be interested, directly or indirectly, in any contract relating to or incidental to, the operations conducted by the Corporation, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the Corporation, notwithstanding that they may also be acting as individuals, or as trustees of trusts, or as agents for other persons or corporations, or may be interested in the same matters as shareholders, directors or otherwise; provided however, that any contract, transaction, or act on behalf of the Corporation in a matter in which the directors or officers are personally interested as shareholders, directors, or otherwise shall be at arm’s length and not violative of the proscriptions in the Articles of Incorporation against the Corporation’s use or application of its funds for private to benefit; and provided further that no contract, transaction, or other act shall be taken on behalf of the Corporation if such contract, transaction, or act is a prohibited transaction or would result in the denial of the tax exemption under Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended.
Directors shall not receive any stated salary for their services as such, but the Board of Directors shall have power in its discretions to contract for, and to pay to an individual, who may be a director, special compensation for rendering unusual or exceptional services to the Corporation in an amount appropriate to the value of such services. Nothing herein shall be deemed to prohibit a person employed by the Corporation from serving as a director, or from receiving compensation commensurate with his employment for services rendered in such employment even though such employee is also a director.
- Section 1. The Corporation is comprised of two (2) categories of participants and all persons who subscribe to the Corporation’s purposes shall be eligible. The categories are
- The membership is comprised of individuals or organizations who pay annual dues and who take part or are interested in the Corporation’s activities and also wish to be involved in the Corporation's decision-making by taking part in the voting procedures. Individual members, each family member, and a single representative from a business or organization is entitled to one vote. The voting membership shall receive the Corporation’s newsletter (s), notices of meetings and activities and (upon written request), any other information about or concerning the Corporation that is available, such as agendas and minutes of the meetings.
- The volunteer category is comprised of individuals or organizations who take part or are interested in the Corporation’s activities but do not wish to hold a vote. Volunteers will receive the newsletter(s), notices of meetings and activities, and other information deemed necessary by the Board. No fee or annual dues is required for becoming a volunteer member.
- Section 2. At least 60 days before the annual meeting, the Board of Directors shall appoint a nominating committee composed of three (3) members of the voting membership. The nominating committee shall notify the voting membership within ten (10) days after appointment of the nominating committee that nominations are open. At that time, nominations shall be invited from the voting membership. Nominations shall be open up to and including the fortieth (40) day prior to the annual meeting.
- Section 3. The nominating committee and the Secretary shall, no less than 30 days before the annual meeting, notify the voting membership of the nominees for office.
- Section 4. The Secretary shall mail a ballot carrying the names of the candidates, listed in alphabetical order, and a brief biographical sketch of the candidates to the voting membership.
- Section 5. There shall be left a blank line under the names of the candidates for each office for additional names to be written in by voters. A notation on the ballot shall specify the date by which the ballot is to be returned to the chairperson of the nominating committee and the date shall be at least 5 days prior to the annual meeting.
- Section 6. It shall be the duty of the nominating committee, with at least two –thirds (2/3) of the committee members present, to open the ballot envelopes and count the votes at the annual meeting. Voting members present at the annual meeting shall vote by secret ballot with only those eligible voters present at the session allowed to vote. All official ballots shall be destroyed by the nominating committee after the officers are installed. Ballots received after the voting deadline shall be destroyed unopened.
- Section 7. Directors shall be elected at the annual meeting of the membership for the term of two (2) years, to serve until the next annual meeting or until their successors are elected and qualified. Half of these directors shall be elected in a given year. If, for any reason more than four (4) directors are elected in a given year, a lottery shall decide those directors who will serve one (1) year and those who will serve two (2) years. Any two offices, other than Chairperson and Secretary, may be held by the same person.
- Section 8. The Chairperson, Vice-Chairperson or any other voting member of the Corporation appointed by the Chairperson shall act as the representative of the Corporation.
- Section 9. Any member of the Board of Directors unable to attend a meeting shall, if at all practicable, notify the Chairperson of his or her intended absence prior to the meeting.
- Section 10. Any vacancies that may occur on the Board of Directors may be filled by a process determined by a majority of the Board of Directors. The replacement Director shall be approved by a majority of the Board and will serve for the remainder of the unexpired term.
- Section 11. A Director may resign at any given time by giving written notice of such resignation to the Chairperson and the Secretary of the Corporation. Any Director may be removed from office by a vote of he majority of the members at a regular or special meeting called for that purpose. Any Director proposed to be removed shall be entitled to at least 30 days notice in writing of the meeting at which such removal is to be voted upon, shall be advised of the proposed removal, and shall be entitled to appear before and be heard at such meeting.
- These By-laws have been duly adopted and approved by a majority of the votes cast and counted at the 2001 annual meeting of the Corporation on the 17th day of November 2001.