BYLAWS

OF

NEW MEXICO VOLUNTEERS FOR THE OUTDOORS

Revised 9/24/2001, 8/13/2014, 1/19/2017, 10/6/2020

 

ARTICLE I. Definitions

Section 1.01      Corporation.

The “Corporation” shall mean: New Mexico Volunteers for the Outdoors and its successors and assigns.

Section 1.02      Board.

The “Board” shall mean the Board of Directors of the Corporation.

ARTICLE II. Name, Purposes, Objectives, Governing Instruments

Section 2.01      Name.

The name of the Corporation shall be New Mexico Volunteers for the Outdoors.

Section 2.02      Objectives.

Purposes for which the Corporation is formed are those set forth in its Articles of Incorporation. The Corporation shall be noncommercial, nonsectarian, and nonpartisan. 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.

Section 2.03      Governing Instruments.

The Corporation shall be governed by its Articles of Incorporation and its Bylaws.

Section 2.04      Nondiscrimination Policy.

The Corporation will not practice or permit any unlawful discrimination on the basis of sex, age, race, color, national origin, religion, physical handicap or disability, or any other basis prohibited by law.

Section 2.05      Limitations on Activities.

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.

ARTICLE III. Membership

Section 3.01      Members.

Members are individuals or organizations who pay annual dues or who pay a one-time fee to become life members 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 are entitled to one vote. Members 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 Board may alter the rights, privileges, liabilities, criteria, qualifications, and other incidents of membership as it deems appropriate.

Section 3.02      Volunteers.

Volunteer are 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 are required for becoming a volunteer.

Section 3.03      Dues.

Dues and provisions for the payment of membership shall be established by the Board.

ARTICLE IV. Board of Directors

Section 4.01      Number.

The number of Directors constituting the entire Board shall be fixed by the board, but such number shall not be less than ten (10).

Section 4.02      Election.

Section 4.02.1   Nominating Committee.

At least 60 days before the annual meeting, the Board of Directors shall appoint a nominating committee composed of three (3) members of the membership not running for election. The Secretary of the Board may be on the committee as long as they are not running for election.

Section 4.02.2   Nominating Committee Duties.

The Nominating Committee shall notify the members that nominations are open. At that time, nominations shall be invited from the membership until a date set by the Nominating Committee. The nominating committee and the Secretary shall, no less than 20 days before the annual meeting, notify the members of the nominees for office.

Section 4.02.3   Ballot.

The Secretary shall mail or send by electronic means a ballot carrying the names of the candidates, listed in alphabetical order, and a brief biographical sketch of the candidates to the voting membership. A blank line shall be added 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 4.02.4   Counting Votes.

It shall be the duty of the nominating committee, with at least two–thirds (2/3) of the committee members, to open and/or review the ballots and count the votes at the annual meeting. Members present at the annual meeting shall vote by secret ballot. If the meeting is held electronically, the ballots shall be sent as defined in Section 4.02.3 of this Article. All official ballots shall be destroyed by the nominating committee after the Directors are installed. Ballots received after the voting deadline shall be destroyed unopened.

Section 4.03      Terms.

Directors shall be elected at the annual meeting for the term of two (2) years.

Section 4.04      Powers and Duties.

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 violate the proscriptions in the Articles of Incorporation against the Corporation’s use or application of its funds for private 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. All members of the Board of Directors shall be members of the Corporation and shall have been either elected or appointed to their positions per Article IV herein.

Section 4.05      Vacancies.

Any vacancies that may occur on the Board may be filled by a process determined by a majority of the Board. If a vacancy is to be filled mid-term, the replacement Director shall be approved by a majority of the Board and will serve for the remainder of the unexpired term.

Section 4.06      Removal.

Any Director may be removed from office by a vote of the 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.

Section 4.07      Meetings.

At least six (6) regular meetings of the Board shall be held each year.

Section 4.08      Annual Meeting.

The annual meeting of the membership for the election of officers and directors shall be established by the Board at a convenient date each year. The annual meeting format shall be determined by the Board and may be held electronically.

Section 4.09      Special Meetings.

The Chairperson may when (s)he deems necessary, or at the written request of four (4) members of the Board, issue a call for a special meeting of the Board of Directors. Five days (5) notice shall be given for any such special meeting.

Section 4.10      Quorum.

A simple majority of the voting members of the Board of Directors shall constitute a quorum, unless otherwise provided herein.

Section 4.11      Voting.

The vote of a majority of the voting members of the Board present shall be necessary for the conduct of business and passage of resolutions, except as otherwise provided herein. If the Secretary and/or Treasurer are selected from the membership at large they shall be non-voting members of the Board.

Section 4.12      Absences.

Any member of the Board unable to attend a meeting shall, if at all practicable, notify the Chairperson of his or her intended absence prior to the meeting.

Section 4.13      Participation by Telephone or other Electronic Means.

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 4.14      Resignations.

A Director may resign at any given time by giving written notice of such resignation to the Chairperson and the Secretary of the Corporation.

Section 4.15      Compensation of Board Members

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 her/his employment for services rendered in such employment even though such employee is also a director.

 ARTICLE V. Officers

Section 5.01      Officers.

The Board shall have a Chairperson, Vice-Chairperson, Secretary and a Treasurer.

Section 5.02      Election and Terms.

The Board will select from among themselves a Chairperson and Vice-Chairperson to serve in these positions. 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. Any two offices, other than Chairperson and Secretary, may be held by the same person. An Executive Director, if one exists, shall be a non-voting member of the Board serving in an Advisory capacity. Officers of the Board will serve for a term of one (1) year.

Section 5.03      Representation.

The Chairperson, Vice-Chairperson or any other member of the Corporation appointed by the Chairperson shall act as the representative of the Corporation.

ARTICLE VI. Parliamentary Procedures

All parliamentary business not covered by the By-laws of the Corporation shall be governed by Robert’s Rules of Order.

ARTICLE VII. Charter Organizations

Section 7.01      Creation.

Charter organizations of the Corporation may be established throughout the State of New Mexico. Charter organizations shall be chartered by the Corporation by means of a charter agreement between the Corporation and those charter organizations within the State of New Mexico.

Section 7.02      Approval.

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 7.03      Requirements

Charter organizations shall indicate their status with and relationship to New Mexico Volunteers for the Outdoors on all letterheads, literature, and legal documents.

ARTICLE VIII. Amendments

Amendments to the Bylaws may be proposed in writing and submitted to the Board by any member of the Corporation (as defined in Article III herein). If a majority of the voting members of the Board concur on the proposal(s) or an amended version of the proposal(s), it will be submitted for vote at any duly called meeting of the members of the Corporation. The meeting format shall be determined by the Board. The proposed amendment(s) and mail-in or electronic ballots shall be submitted to the members no less than fifteen (15) days in advance of the meeting at which the amendment(s) is considered. A notation on the ballot shall specify the date by which the ballot is to be returned to the person(s) designated by the Board and the date shall be at least 5 days prior to the meeting. If a majority of the members present at the meeting, together with the sent-in ballots (counted at the meeting) approve the proposal(s), the Board shall amend the Bylaws as soon as practicable. However, no amendment(s) to the Bylaws may be adopted by this procedure which would cause 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. Under special circumstances the Bylaws may be amended by ballot only, rather than through a meeting of the members of the Corporation.

These Bylaws have been duly adopted and approved by a majority of the votes cast and counted at the special meeting of the Corporation on the 6th day of October, 2020.