Article I
THE ASSOCIATION
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Section
1.
NAME
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The name of the
association shall be Taylor Ranch Neighborhood Association, Inc.
(hereinafter referred to as the association).
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Section
2. INCORPORATION
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Taylor Ranch Neighborhood
Association, Inc. is incorporated in the State of New Mexico under the
Non-Profit Corporation Act. Its duration shall be until dissolved.
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Section
3.
OFFICE/S AND NOTICES
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The principal office of
the association shall be either the address of the post office box or a
designated agent which shall be registered annually with the State of
New Mexico Corporation Commission, Santa Fe, New Mexico. All
notices shall be served to the association office/s as registered.
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Section
4.
PURPOSE
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The purpose of the
association shall be to “Promote, Protect and Improve the Quality of
Life in the Taylor Ranch Area” by:
a) Fostering a sense of community among members,
b) Hearing and acting upon matters pertinent to the
community,
c) Presenting as an association or in conjunction
with other groups, a neighborhood point of view to city, county, state,
and federal agencies.
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Section
5.
POWERS
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1) In
order to fulfill its purpose, the association shall have the power to:
a) Elect a board of directors and officers of the
association,
b) Acquire, hold title to, use and dispose of any
real or personal property,
c) Contract,
d) Sue and be sued,
e) Dissolve itself.
2) These powers shall be vested in the general
membership, board of directors, officers and committees, as herein
provided, at properly called and conducted meetings.
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Section
6.
POLICIES
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1) The
basic policies of the association are that:
a) It shall be non-commercial, non-partisan and
non-sectarian,
b) Its name or the names of any members shall not be
used in any way for any purpose not approved by the board of directors.
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ARTICLE II
GENERAL MEMBERSHIP
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Section
1.
MEMBERSHIP REQUIREMENTS
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General Members:
The general members of the association shall be any person, family or
group (referred to as a membership unit) which:
a) Resides within, owns property within, or operates
a place of business within the boundaries of the Taylor Ranch area,
b) Is current with dues, and,
c) Supports the purpose of the association.
Honorary Members:
The board of directors may by majority vote, declare and bestow upon
individuals, groups, or organizational entities honorary memberships in
the association. Such honorary members need not be compliant with
a) and b) above but must have been shown to comply with c).
Honorary members may not vote or hold office in the association.
Associate Members:
Such members shall comply with the provisions of paragraph 1
(unnumbered) above except that their place of residence, business or
land ownership is outside the association’s boundaries. Associate
members shall enjoy all privileges of membership except that they may
not vote or hold office in the association.
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Section
2.
BOUNDARIES
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The Taylor Ranch area is
hereby defined as that area which is bounded by the Rio Grande on the
East, Paseo del Norte on the North, the lava flow and escarpment on the
West, and Western Trail/West Bank Road on the South.
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Section
3.
MEMBERSHIP DUES
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Annual membership dues
shall be set by the general membership. Dues shall be charged on
a calendar year, per membership unit basis. Any membership unit
not then current shall be dropped from membership and any elected
and/or appointed positions. Any new membership unit joining the
association during the calendar year shall be charged dues pro-rated by
quarter. Late renewals shall be charged the full annual
rate. No refund of dues shall be made for any reason or cause.
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Section
4.
VOTING REQUIREMENTS
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1)
Voting privileges shall be one (1) voter per membership unit with no
vote splitting.
2) There shall be no proxy voting.
3) Members shall be eligible to vote at the annual
general meeting (in March), provided they have renewed their
membership, or joined the association not later than 14 days prior to
the date of the annual general meeting.
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Section
5.
EXCLUSIVE POWERS
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The general members of the
association (herein referred to as members or member) shall have the
exclusive power to:
a) Set and change dues,
b) Elect a board of directors,
c) Approve any expense exceeding $1,000.00 within any
fiscal year,
d) Approve any capital acquisition or disposal
exceeding $1,000.00 within any fiscal year.
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Section
6.
RIGHTS AND PRIVILEGES
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Each member shall be
entitled to:
a) A current copy of the articles of incorporation
and by-laws,
b) A current copy of the modified membership list,
c) Receive the association newsletter,
d) Attend any meeting of the board of directors,
e) Address any meeting of the board of directors,
f) Become a candidate for any office,
g) Nominate a candidate for any office,
h) Serve upon any committee,
i) Inspect the financial and other records of the
association,
j) Any other rights, privileges or redress herein
specified.
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Section
7.
MEMBERSHIP LISTS
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1) The
association shall maintain a current membership list of name, address
and telephone number of all members as well as a modified membership
list of names only.
2) This information shall be considered confidential
and be used solely for official functions of the association.
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Section
8.
ASSOCIATION NEWSLETTER
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The members shall be
informed of the activities of and items pertinent to the association by
a newsletter published as often as necessary as determined by the board
of directors. It shall be mailed to the address of record and be
the official notification of all actions requiring member notice with
the exception of special meetings.
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Section
9.
GENERAL MEMBERSHIP MEETINGS
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1) A
minimum of four (4) meetings, including an annual meeting in March,
shall be held each calendar year. The time and place of the
annual meeting shall be announced to each resident and place of
business within the association’s boundaries by mail, delivered
handbills, or prominently posted signs. No election shall be held
unless the meeting has been advertised to all residents and businesses
as above.
a) Prior notice shall be given,
b) Robert’s Rules of Order shall govern the
proceedings,
c) A written agenda shall be available to all
attendees,
d) Ten percent (10%) of the members shall constitute
a quorum to transact business,
e) All resolutions shall be by affirmative majority
vote
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Section
10.
SPECIAL MEETINGS OF THE ASSOCIATION
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1)
Special meetings may be called by:
a) Ten percent (10%) of the members,
b) A majority of the board of directors,
c) The president and two (2) other officers.
2) A good faith effort shall be made to notify all
members twenty-four (24) hours prior to a special meeting. No
more than three (3) items of business shall be considered at such a
meeting.
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ARTICLE III
ASSOCIATION OFFICES
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Section
1.
OFFICES
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1) The
members shall elect a governing body of eleven (11) (herein referred to
as the board of directors, board, directors, or director).
2) The board shall elect from its number, officers
(herein referred to as officers, officer) specifically, President, Vice
President, Secretary, Treasurer.
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Section
2.
TERMS
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1) The
term of office of directors shall be staggered with six (6) directors
elected in odd numbered years and five (5) elected in even numbered
years.
2) Terms shall begin April 1 of the election year and
be for two (2) years or until a successor is elected except as vacancy
shall affect this.
3) The term of office of officers shall begin May 1
of the election year and be for one (1) year or until a successor is
elected except as vacancy shall affect this.
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Section 3. SUCCESSION
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1)
Directors may succeed themselves.
2) Officers shall not be elected to more than two (2)
consecutive terms of the same office.
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4. COMPENSATION |
Neither directors nor
officers shall receive any remuneration for their
services. However, the board may purchase goods and/or services
from
any member. |
Section
5. QUALIFICATIONS
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1)
Candidates for director shall be voting members.
2) Candidates for officer shall have been a current
member for at least six (6) months.
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6. RESPONSIBILITIES
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1) Upon
election to office, in addition to the responsibilities herein
described, directors and officers shall be accountable to the general
members for:
a) Conducting themselves in accord with the by-laws,
b) Refraining from using office for any kind of
personal, professional or public consideration or financial gain,
c) Attending general membership, board of directors
and special meetings.
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ARTICLE IV
ELECTIONS
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Section
1.
DATES
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1) Board members shall be elected at the annual
membership meeting each March.
2) Officers shall be elected at the board of
directors meeting each April.
3) Special elections to fill vacancies shall be held
as required as herein specified.
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2.
ELECTION PROCEDURES
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1) The
board shall elect from its number a chairman to form a nominating
committee for director positions. This committee shall include
non-board members.
2) The names of the committee members and proposed
nominees shall be published in the newsletter.
3) The chairman shall present the committee’s slate
at the annual membership meeting. Nominations from the floor
shall be accepted also. Any nominee may withdraw prior to actual
vote.
4) All candidates shall be given equal time, as
determined by the president, to state their qualifications.
Members may comment.
5) The board shall nominate from its number
candidates for officer positions. Any nominee may withdraw prior
to actual vote.
6) All candidates shall be given equal time, as
determined by the president, to state their qualifications.
Directors may comment.
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Section
3.
MINIMUM VOTES REQUIRED
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1) One
(1) vote shall be cast for each vacant director position. In odd
numbered years, the six (6), and in even numbered years, the five (5),
candidates receiving the most votes shall be declared the official
representatives to the board.
2) One (1) vote shall be cast for each officer
position. Fifty percent (50%) of the votes cast shall determine
election to office.
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4.
RUN-OFFS
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a) A tie
vote for director position/s would result in more than six (6) or five
(5) candidates being elected to the board,
b) There is a tie vote for officer position/s,
c) A candidate fails to receive more than
fifty-percent (50%) of the votes cast for an officer position.
This run-off shall be between the two (2) candidates initially
receiving the most votes.
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Section
5.
VACANCIES
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1) The
position of director shall become vacant automatically upon the
director’s death, termination of residency in the Taylor Ranch area, or
failure to remit membership dues.
2) Vacancy shall also occur upon:
a) Written resignation which shall become effective
upon presentation to president.
b) Removal by affirmative majority vote of the board
at any regular or special meeting called for such purpose. At
least fifteen (15) days notice shall be given to any director proposed
to be removed and shall include cause and time and place of meeting at
which removal shall be discussed and voted upon. The director
shall be entitled to show cause as to why he/she should not be removed.
c) Absence from three (3) consecutive board meetings
or four (4) in one (1) calendar year
d) Absence from two (2) general membership meetings
in one (1) calendar year.
3) Any vacancy in a director position with a
remaining term of more than one (1) year shall be filled at the next
general membership meeting. No appointment shall be made between
dates of vacancy and election.
4) If there is not a quorum at the general membership
meeting, or a vacancy occurs in a position with a remaining term of
less than one (1) year, the board shall elect a director.
5) Vacancies in officer positions shall be filled at
the next regular board meeting.
6) All vacancies shall be filled by process of the
election procedures herein described.
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ARTICLE V
BOARD OF DIRECTORS
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Section
1.
EXCLUSIVE POWERS
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The powers of the board
shall be all those:
a) Not exclusively reserved unto the members,
b) Necessary to the daily operation of the
Association,
c) Provided in Article IX – Bylaw Revisions.
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Section
2.
MEETINGS
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1) A
regular board meeting shall be held once a month. The following
shall apply:
a) Prior notice shall be given,
b) The board shall determine its rules of conduct and
the president shall enforce them,
c) A written agenda shall be available to attendees,
d) Six (6) directors shall constitute a quorum in
order to transact any business,
e) All resolutions shall be by affirmative majority
vote.
2) Special meetings may be called by:
a) Six (6) directors,
b) The president and two (2) other officers,
c) The vice-president, when acting for the president,
and two (2) other officers.
3) No more than three (3) items of business shall be
considered at such a meeting.
4) Additionally:
a) All meetings shall be open to the members,
b) Regardless of notice, time shall be available at
all meetings, as determined by the president, for any member to address
the board. However, only directors may vote.
c) The Articles of Incorporation, Bylaws, Secretary’s
and Treasurer’s records shall be available at all regular meetings.
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ARTICLE VI
OFFICERS
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Section
1.
THE PRESIDENT
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The president shall be the
chief executive officer of the association and board of directors, and
shall except as otherwise delegated:
a) Supervise the affairs of the association,
b) Preside at all general membership and board
meetings,
c) Be an ex-officio member of all committees, but
will not chair any of the standing committees,
d) Represent the association and the board,
e) Execute all contracts and documents in the name of
the association,
f) Perform any other functions necessary to fulfill
the purpose of the association.
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Section
2.
THE VICE-PRESIDENT
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a) Act
as president during a vacancy in that office until it is filled,
b) Preside at general membership and board meetings
in the absence of the president,
c) Act as parliamentarian at meetings of the
membership and the board of directors,
d) Perform other functions delegated by the president.
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3.
THE SECRETARY
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a) Have
custody of the corporate seal,
b) Issue all certificates and affix the corporate
seal as required,
c) With the president, prepare a written agenda for
all general membership and board meetings,
d) Prepare minutes of all such meetings,
e) Maintain an attendance record of each director,
f) Have current secretary’s records available at
regular meetings,
g) As directed, conduct the correspondence of the
association,
h) Provide a copy of secretary’s records to historian,
i) Perform other functions which are appropriate to
the office or as directed by the president.
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4.
THE TREASURER
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a)
Receive all association funds and deposit them within thirty (30) days,
b) Pay all expenses of the association in accordance
with the approved budget or as approved by the board of directors
within thirty (30) days of receipt,
c) Maintain the financial records and supporting
documents of the association,
d) Have current treasurer’s records available at
regular meetings,
e) Prepare, submit for approval and file all
financial documents as required by the association or law,
f) Provide a copy of treasurer’s records to the
historian
g) Serve as chairman of the budget committee,
h) Perform other functions which are appropriate to
the office or as directed by the president.
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ARTICLE VII
HISTORIAN
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Section
1.
PURPOSE
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There shall be an
association historian in order to prepare and maintain a history of the
association and to provide for ongoing central maintenance of the
association’s legal and historical documents.
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Section
2.
SELECTION / TENURE
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A majority of the board
shall appoint a member of the association to serve as historian for a
period of one (1) year. Should a vacancy occur, a new historian
shall be appointed at the next regular board meeting.
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Section
3.
RESPONSIBILITIES
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a)
Collect, maintain, catalog, and make available, as determined by the
board, the legal and historical records of the association.
Copies of records, such as secretary and treasurer records, shall be
provided to the historian at the end of each fiscal year. Other
historical documents and records of specific Taylor Ranch Neighborhood
Association projects will be provided to the historian by committee
chairmen annually or upon project completion, whichever is shorter.
b) Inform the board at it’s regular June meeting of
the need to dispose of records no longer legally required or pertinent
to the history of the association. Disposal of association
records shall be approved by the board.
c) Prepare and maintain a chronological history of
the association. This history shall include, but not be limited
to accomplishments of the association, issues of concern to the
association, actions on these issues taken by the association,
etc. Quarterly inputs will be provided to the historian by the
president, other officers and chairmen of all committees.
d) In March of each year, prepare a short summary of
association accomplishments and outstanding issues. This summary
will be provided to members at the annual general meeting in March.
e) Perform other functions which are appropriate to
the position or as directed by the president.
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ARTICLE VIII
COMMITTEES
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Section
1.
AUTHORITY
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1) The
formation of any committee shall be subject to board approval.
2) All committees shall conduct their affairs in
accordance with the bylaws.
3) No committee shall commit the association to any
act or obligate it in any financial manner without prior knowledge of
and approval by the board.
4) The board may establish guidelines and/or
financial limits for any committee.
5) The board may remove any and all committee
member/s not acting in accord with the bylaws and/or in the best
interest of the association.
6) All committees shall be considered dissolved upon
completion of assignment and/or approval of board.
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Section
2.
CHAIRMEN
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1) All
chairmen shall be responsible for:
a) Conducting the affairs of their committees in
accordance with the bylaws, board of directors guidance and in the best
interest of the association,
b) Establishing rules of conduct and enforcing them
c) Suspending any member from participation and
informing the board of such suspension,
d) Accomplishing the purpose of the committee in a
timely manner,
e) Regularly informing the president and board of the
committees’ activities and progress.
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3.
COMMITTEE MEMBERS
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All committee members
shall be responsible for:
a) Conducting themselves in accordance with the
bylaws and in the best interest of the association.
b) Being diligent in their undertakings.
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Section
4.
COMPENSATION / REIMBURSEMENT
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No committee member shall
receive any remuneration for his/her services. However, a
committee member may be reimbursed for expenses approved by the
board. No reimbursement shall be made without proper
documentation.
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Section
5.
BOARD COMMITTEES
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1) Board
committees shall be formed to assist the board in its decision making.
2) These committees shall have an unlimited number of
members solely from the board’s number. The president shall
appoint a chairman who shall accept volunteers.
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Section
6.
STANDING COMMITTEES
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1)
Standing committees shall be formed to assist the board in its decision
making and/or to assume responsibility for certain functions and/or
activities.
2) The board shall prepare a written statement of
purpose, function/s, and limitations of such committees.
3) These committees shall have no more than five (5)
members including the chairman, at least two (2) of which shall be
non-board members. The board shall elect a chairman from its
number, or at the discretion of the board, the committee may elect its
chairman from committee members. Such election by the committee
shall be subject to final approval by the board.
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Section
7.
AD HOC COMMITTEES
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1) Ad
hoc committees shall be formed when necessary to assist the board of
directors or standing committees.
2) These committees shall have an unlimited number of
board and non-board members. The president of the association or
chairman of the standing committee to which the ad hoc committee
reports shall appoint a chairman. As appropriate, this
appointment shall be made based upon recommendations of the ad hoc
committee members.
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ARTICLE IX
FINANCE
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Section
1.
FISCAL YEAR
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The fiscal year of the
association shall be from April 1 though March 31 of each consecutive
year.
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Section
2.
ANNUAL BUDGET
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1) An
annual budget shall be prepared by a board committee chaired by the
treasurer. It shall be based upon anticipated income and expenses
for the fiscal year. A minimum of $50.00 shall be carried forward
from fiscal year to fiscal year.
2) The board shall approve the budget prior to
presentation at the annual membership meeting in March.
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Section
3.
INCOME
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All association funds
shall be deposited within thirty (30) days of receipt in a federally
insured bank, operating in the State of New Mexico, as designated by
the board.
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Section
4.
EXPENSES
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1) Any
general or administrative expense, capital acquisition, or disposal
exceeding $1,000.00 within any fiscal year shall be approved by the
members. In conformance with the laws of the State of New Mexico,
at least two (2) formal bids or offers shall be obtained relative to
the foregoing. All other expenditures, except those from
the president’s fund, shall be in accordance with the approved fiscal
budget or shall be approved by the board of directors.
2) All expenditures shall be properly
documented. Payment shall be made by check/s bearing two (2)
signatures, those of the treasurer and one (1) other officer.
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Section
5.
PRESIDENT’S FUND
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The president shall have
discretionary authority to approve expenditures not exceeding the sum
total of $100.00 in any fiscal year. He/she shall not be required
to obtain prior board approval, but shall present the rationale for
such expenditure/s at the next regular board meeting.
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Section
6.
ANNUAL AUDIT
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An audit of the
association’s financial records shall be performed each fiscal
year. It may be performed professionally or by three (3)
association members, to exclude the treasurer and include at least one
(1) non-board member. These members shall be approved by the
board.
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ARTICLE X
BY-LAW REVISIONS
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1) If
the board determines it necessary to revise the bylaws, it shall elect
a chairman from its number to form a committee to review and propose
revision/s to the board. The committee shall be composed of three
(3) or more members, including non-board members whose number shall be
greater.
2) All board members shall receive a written copy of
any proposed revision/s prior to the meeting at which these are to be
considered. Any action shall be by affirmative vote of eight (8)
directors. Any proposed revision/s not approved shall not be
considered again during quarter of introduction.
3) All members shall receive a written copy of any
approved revision/s at least seven (7) days prior to the general
membership meeting at which these are to be considered. An
affirmative majority of those voting shall constitute enactment of any
revision/s.
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CHANGE HISTORY
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- Revised June 23,1987 -- Pursuant to
General Membership Meeting.
- Revised March 24, 1988 -- Pursuant to
General Membership Meeting.
- Revised March 29, 1990 -- Pursuant to
General Membership Meeting.
- Revised March 23, 1991 -- Pursuant to
General Membership Meeting.
- Grammatical and typographical errors corrected, May
12, 2002.
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(Original signed)
Attest: D. J. Curtiss, President
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