10.17.95                                 BYLAWS

ARTICLE I - NAME AND LOCATION

The location of the Association is that area of Lower Des Montes, Taos County, State of New Mexico bounded on the east by the Rebalse Ditch; bounded on the south by Valencia Road and Tract B; bounded on the west by the Arroyo Hondo Neighborhood Association eastern boundaries; and bounded on the north by Cuchilla Road (Rim Road); hereinafter referred to as Lower Des Montes.

 
ARTICLE II - PURPOSE

ARTICLE III - OFFICERS

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.

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.

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.

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.

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.

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. 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).

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.

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.
 

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

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% 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. 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.

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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