What the bylaws would look like under erich's proposal: (These do NOT have board involvement)
 

The suggested items to be deleted are in green     The suggested items to be inserted are in red  rough additions are in purple
 

Hopefully these changes cover all the informal changes already enacted. Some (such as Paul resigning, and Joe becoming midterm president, are believed to already be permissible, provided the minutes reflect that, and do not require an ammendment).

10.17.95

ARTICLE I - NAME AND LOCATION

 
ARTICLE II - PURPOSE

ARTICLE III - OFFICERS [ - delete ] [ add ] Registered Office and Registered Agent

ARTICLE IV. MEMBERSHIP

ARTICLE V - DUES

ARTICLE VI -VOTING

Section 1. Each residential or business member shall be entitled to one (1) vote, regardless of  the number of properties and businesses owned or operated. Each voter must be registered with the board, and provide public information as to physical address, mailing address,  (and a phone/email contact will be asked for, but not be a requirement for membership/voting). Each member must be 21 years of age, registered at least seven days prior to voting.
Section 2.  The officer or agent having charge of the membership records of the Association shall have on file, and have available, a complete list of the names and addresses of the members entitles to vote which shall be subject to inspection.
 

ARTICLE VII. BOARD OF DIRECTORS, OFFICERS, AND THEIR ELECTION

Section 1. The Board of Directors shall consist of nine (9) persons. Two (2) of these persons shall be representatives of the Acequia Associations (1) and the Lower Des Montes Mutual Domestic Water Association (1)  for terms as determined by these associations. A board member may be a qualified property or business, rather than a specific individual, allowing especially for more flexibility in attending board meetings. This includes/excludes the office of president which may be shared. The specification of who is entitled to share the board seat must be made explicit at the time of election, and changes thereafter are at the discretion of the board. Spouses are automatically included as qualified to share a board position.

Section 2. The other seven (7) directors shall serve staggered terms of two (2) years. At the initial membership meeting, four directors shall be elected for a term of two (2) years and three directors shall be elected for a term of one year. In subsequent yearly membership meetings, three directors shall  be elected in even numbered years and four directors elected in odd numbered years. Directors shall assume office at the end of each annual meeting. [ anything on representing minority interests, proportional voting, etc? ]

Section 3. Vacancies on the Board shall be filled by a majority vote of the Board of Directors until the next annual Association members meeting, when the vacancy shall be filled by membership vote, as usual.

Section 4. Officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer who shall be elected by the Board of Directors from among their membership at the first Board Meeting following the Annual Meeting. While it is preferred to have no board member holding more than one office, and while the President shall not hold any other office, the other three offices could be held by one, two, or three board members.

Section 5. The term of office for the President, Vice President, Secretary, and Treasurer shall be for one (1) year.

Section 6. [ Any elected officer may be removed from office by a majority of the Board of Directors whenever, in it's judgment, the best interest of the Association would be served thereby.] Any board member may be removed by the board for failing to attend three consecutive meetings.  Any board member may be removed by the majority of membership at a noticed meeting, after announcing intent to do so one meeting in advance.

ARTICLE VIII – DUTIES OF OFFICERS

Section 1.  President: The President shall be the chief executive officer of the Association and shall in general supervise all of the business and affairs of the Association between the meetings of the Board of Directors The President shall preside at all meetings of the Board of Directors and the general membership. The President, with the approval of the Board of  Directors, shall appoint all standing and special committees and shall be Ex-Officio member of all committees, except the nominating committee.The President shall make an annual  report to the general membership at the Annual Meeting and file such report with the Secretary. The President or designee as approved by the Board, shall make all necessary reports to the Taos County  Board of Commissioners in compliance with Taos County Ordinances (including the Taos County Land Use Plan Regulation # 1995-4).

Annual Report:  The annual report shall include, but not be limited to reporting :
    a.  where the records (meetings, sign -ins, board rosters, enrolled members, and changes)
         are archived as required by the Secretary.
    b.  the major activities and accomplishments of the board for the year.
    c.  the outreach efforts made to involve our neighbors.
    d.  certification that the technical filings are current, or if not, the status of the effort.
    e.  status report on which parts of the vision statement are implemented, what the
         progress on implementation was, and what work remains to be done.
    f.   Any changes in the bylaws or vision statement enacted during the year.
   g.   The membership list at the beginning and end of the current year, as kept by the Secretary.
   h.   The status of any boundary issues, both within our neighborhood, and between any abutting
         Neighborhood Association.
    i.   A summary of all committees active during the year, their membership, and a brief
         summary of their activities.
    j.   When the next regular board meeting is to be. (added 10-1-01)
    k.  The standing of the LDMNA re to filings with the state and county. (10-01-01)

Section 2. Vice President: The Vice President shall assist the President and. when necessary, perform  the duties of the President and shall succeed to the presidency in the event of death, disability, removal from office, or resignation of the President, until such time as a successor to the President shall be elected.

Section 3. Secretary: The Secretary shall keep minutes of all meetings of the Board of Directors and of the general membership and shall keep all records of the Association and give notice of all meetings as directed. The Secretary shall perform all other duties  incident to the office of Secretary or as may be required by the President or the Board of Directors. In the event the Secretary is unable to attend a meeting,  the president will appoint a temporary Secretary from the attending board members.
Section 4. Treasurer: The Treasurer shall collect all moneys due the Association and shall have custody of all funds of the Association, pay all bills approved by the Board of Directors, and keep account of all receipts and expenditures. The Treasurer shall present a financial statement at each Board of Directors meeting and at each Annual Meeting.
Section 5. Section re authorization to engage in contracts. loans, indebtedness,

ARTICLE IX -COMMITTEES

Section 1. The Association members or the Board of Directors may establish committees at any meeting. Committee chairmen shall be appointed by the President.

Section 2. No report, recommendation, or other action of any committee of the Association shall be considered as the act of the Association unless and until it shall be approved by the Board of Directors and by the Association members at a members meeting. It is understood and appropriate that the Board shall  manage the day to day affairs of the Association, but is bound to bring matters of policy to the members for approval.

Section 3. Nominating Committee

a. At their first regular meeting immediately following the annual meeting,  the Board of Directors shall appoint a Nominating Committee of five (5) members of the Association to serve as a term for, one year. The chairman of the Nominating Committee shall be a member of the Board of Directors.
b. The Nominating Committee shall entertain suggestions for Directors during the year and shall provide a single slate of candidates to be voted upon by the general membership at the annual meeting.
c. The election shall be by voice vote except when additional nominations have been made in which event the election shall be by ballot.
ARTICLE X. MEETING OF MEMBERS AND BOARD OF DIRECTORS

All meetings will be held at the Arroyos del Norte School unless otherwise posted at least one week in advance by public notice.

Additional meetings may be scheduled by the board at the annual or quarterly meetings w/o additional notice.

Section 2. Normally thirty (30) days notice of all general membership meetings shall be given to all Association members by mailing, or hand delivered notice or by prominently placed signs. However the Board may in order to meet imposed deadlines shorten the notice period.

Section 3. The September meeting of the Association shall be known as the Annual Meeting and will be on the 4th Tuesday of the month.

Section 4. No election shall be held at a meeting unless prior notification has been given.

Section 5. Special meetings of the Association Members may be called by a majority of the Board of Directors or 30%  [ 15% ]of the voting membership.

Section 6. All motions shall be decided by a majority vote of the members present at any meeting.

Section 7. Members of the Association may vote by proxy. Proxy votes may only be for specific agenda items.

Section 8. A quorum is necessary for the Board of Directors to conduct business at any board meeting. A quorum  is a simple majority of all board members, including the President. [ or 15% of the members entitled to vote ]. The Board of Directors at each of its meetings shall determine the date, time, and location of its next meeting. The President or a majority of the Board of may call Directors a special meeting of the Board of Directors.

ARTICLE XI -MONETARY MATTERS

Section 1. The depository for the Association funds, the person(s) entitled to expend moneys on behalf of the Association, and all such matters shall be determined by the Board of Directors. [ Note: Article VIII, Sect 4.  specifies that this will be the Treasurer.

Section 2. No member, director, or officer will receive,  directly or indirectly, any compensation or pecuniary  benefit from the Association except that the Association may reimburse them for expenses. The Association may pay reasonable compensation for services rendered even If the recipient is a member,  director, or officer of the Association.
 

ARTICLE XII - PARLIAMENTARY AUTHORITY

Robert's Rules of Order * Newly  * Revised * shall govern the Association in all cases in which they are applicable and  in which they are not in conflict with these by-laws.
 

ARTICLE XIII - DISSOLUTION

In the event of dissolution of the Association, the Board of Directors shall, after payment of all liabilities of  the Association, dispose of the remaining assets of the Association exclusively for such charitable or educational  purposes as shall be wholly within the limitations of the provisions of Section 50l (c) (3) of the Internal Revenue Code or any applicable corresponding section of the law.

 
ARTICLE XIV -AMENDMENTS

The by-laws may be amended with notice at any regular or special meeting of the membership by two thirds (2/3) vote of those members in attendance.

I certify that the foregoing by-laws were adopted and ratified by the membership of Lower Des Montes Neighborhood Association on the 17th day of October, 1995 and was adopted and ratified by the Board of Directors at a meeting held on the 9th day of  November, 1995

 

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