Union County Community Development Corporation Bylaws
Name and Location
The name of the corporation is Union County Community Development Corporation,
hereafter referred to as the "Corporation". The principal office of the Corporation is 301 Harding Street, Clayton, New Mexico 88415. Meetings of the Directors may be held at such place within or without the State of New Mexico as may be designated by the Board of Directors.
The corporation shall have no members.
Board of Directors
SECTION 3.1: Composition: In accordance with the Articles of Incorporation, the Board of Directors (hereafter the "Board") shall consist of eight (8) to fifteen (15) members. No person shall receive any compensation for serving on the Board.
SECTION 3.2: Term of Office: The term of office for members of the Board shall be one (1) or three (3) years as defined by the policies of the Corporation, due to some of the positions being filled by the position they hold in community organizations, with each term beginning at the close of the annual meeting of the Corporation, and continuing through the end of the first or third following annual meeting.
SECTION 3.3: Removal: Any member of the Board may be removed with or without cause, by a two-thirds (2/3) vote of the entire Board by ballot: at a regular or special meeting of the Board, provided that notice of the intent to call for such a vote, naming the Board member to be removed, is given at least three (3) days prior to the meeting.
SECTION 3.4: Vacancies: A vacancy on the Board shall be filled by a majority vote of the remaining Board Members. The individual so elected shall serve until the next annual meeting, at which time an election shall be held to fill such office for any unexpired term,
SECTION 3.5: Enumerated, Powers: The powers of the Board, in managing the affairs of the Corporation shall include, but not be limited to, the following:
A. To adopt rules of procedure and policies for the conduct of the Corporation's business.
B. To retain or employ individuals to assist in carrying out the Corporation's business.
C. To procure and maintain insurance to protect its employees and board members
in the performance of their duties, as well as its property.
D. To procure and maintain bonds for persons having custody of funds.
E. To authorize, in advance, the regular disbursement of Corporation funds by approval of the annual budget, and to authorize other expenditures not included in the annual budget, when appropriate.
F. To oversee the operation of all of the Corporation's activities.
G. To otherwise manage the affairs of the Corporation.
Meetings of Directors
SECTION 4.1: Regular Meetings: The Board shall hold no less than one (1) regular meeting per year, such annual meeting to be held during the month of April of each year, commencing in 2003. All members of the Board shall be notified of the time and place of the meeting at least ten (10), but no more than thirty (30) days before the date the meeting is to be held, and all members of the Board of Directors notified of the time and place of such meetings, in order to allow the individual Board members the opportunity to arrange their schedules. However, this tentative notification to the members of the Board of Directors shall not take the place of the official notice of the meetings, which shall be given in accordance with the provisions of this section.
SECTION 4.2: Special Meetings: Special meetings of the Board may be called by the President: with at least three (3) days' notice. Such notice by the President shall include a statement of the purpose of the meeting, as well as the date, time and location of the special meeting.
SECTION 4.3: Notice: Notice of such meetings shall be given in a timely manner by the Secretary of the Corporation. However, a written waiver of Notice signed by a Board member, or attendance at the meeting, shall constitute proper notice under these Bylaws, as to the Board member, regardless of whether notice was given within the time period stated above.
SECTION 4.4: Quorum: A quorum shall be a majority of the number of members of the Board then serving as such, excluding vacancies. Voting by proxy shall not be allowed at Board of Directors meetings.
Officers and Duties
SECTION 5.1: Officers: The officers of the Corporation shall be a President, Vice President, Secretary and Treasurer, as well as such other officers as the Board may determine appropriate from time to time to carry out the affairs of the Corporation. Temporary officers of the Corporation shall be elected by the initial Board of Directors set out in the Articles of Incorporation, and thereafter permanent officers shall be elected by the Board of Directors at the annual meeting. The first permanent officers and Directors shall be elected for the following year at the first annual meeting of the Board of Directors following the adoption of these Bylaws.
SECTION 5.2: Term: The term of office for the corporate officers shall be for one (1)
SECTION 5.3: Vacancies: An officer vacancy shall be filled by majority vote of the Board at a regular or special meeting. The individual elected shall serve for the remainder of the term of the officer he or she replaces.
SECTION 5.4: Duties and Powers: The officer shall perform the duties and exercise the powers prescribed by the Articles of Incorporation, these Bylaws, any rules and policies adopted by the board, the laws of the State of New Mexico, and the parliamentary authority adopted herein, as well as other duties assigned by the Board, or which normally pertain to the office. These duties and powers shall include but not be limited to, the following:
A. The President shall
(1) Be the principal officer of the Corporation.
(2)Preside at all meetings of the board.
(3) Sign all contracts.
(4) Except as limited by the provisions of Article 6 below, appoint standing committee chairmen and members of such committees, as well as the chairmen and members of special committees created by the Board.
(5) Be an ex-officio member of every committee except the Nominating Committee.
(6) Be entitled to approve emergency expenditures, not included in the annual budget approved by the Board of directors, on behalf of the corporation, without Board approval, not to exceed Two Thousand Dollars ($2,000.00), for any such expenditure.
(7) Prepare an annual budget to be approved by the Board.
(8) Be an authorized signatory on Corporation bank accounts.
B. The Vice President shall:
(1) Assume all duties normally performed by the President in the event of a vacancy in that office, or the inability of the President to perform the duties of that office.
(2) Assume such duties as may be assigned by the President or by the Board.
(3) In the absence of the President, preside at all Board meetings.
(4) Be an authorized signatory on Corporate bank accounts.
(5) In the absence of the President, appoint chairmen and members of committees as the need arises, fill vacancies on standing committees, and serve as an ex-officio member of every committee.
C. The Secretary shall:
(1) Record the proceedings of all meetings of the Board:
(2) Provide each member of the Board with a copy of the minutes of each Board meeting.
(3) Be custodian of all corporate records, other than financial records.
(4) Assume such duties as may be assigned by the President or the Board.
D. The Treasurer shall:
(1) Be custodian of all corporate funds.
(2) Make financial report at each meeting of the Board.
(3) Assist the President in the preparation of the annual budget.
(4) Be a signatory on all corporate bank accounts, except as otherwise provided herein.
(5) Be responsible for preparation and filing of annual financial statements and income tax returns for the Corporation.
Contributions, Fees, and Depositories
SECTION 6.1: Contributions and Fees: Any contributions, bequests or gifts made to the corporation, as well as civerence fees, shall be accepted or collected and deposited only in such manner as shall be designated by the Board.
SECTION 6.2: Depositories: The Board shall determine what depositories shall be used by the Corporation as long as such depositories are federally insured. All checks and order for the payment of money from said depositories shall bear the signature of the Treasurer or President; provided that the signatures of both the President and Treasurer shall be required on all checks and orders for payment in excess of Two Hundred Dollars ($200.00).
Contracts and Debts
All contracts and evidences of debt may be executed only as provided above, or as directed by the Board. The President shall execute, in the name of the Corporation, all contracts or other instruments so authorized by the Board. The Board shall approve all regular expenditures of Corporation funds by approval of the annual budget, as well as any emergency or non-budget expenditures in excess of Two Hundred Dollars ($200.00).
The Corporation shall operate on a fiscal year beginning January 1 and ending December31.
Unless otherwise specifically provided for in these Bylaws or the Articles of Incorporation, notices may be given through a corporate newsletter, if any, which may be mailed to the Board members.
Robert's Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered by the Articles of Incorporation, these Bylaws or by special rules of
procedure adopted by the Board.
The Board of Directors at its discretion shall create and appoint an Advisory Board to the Corporation.
Amendment of Bylaws
These Bylaws may be amended by a two-thirds (2/3) vote of the Board at any regular meeting or special meeting, provided that the proposed amendment has been submitted to each member of the Board in writing at least ten (10) days prior to the meeting.