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BYLAWS OF NEW MEXICO VOLUNTEERS FOR THE OUTDOORS
Revised 9/24/01
ARTICLE I
The name of the Corporation shall be: NEW MEXICO VOLUNTEERS FOR THE OUTDOORS.
ARTICLE II
The Board of Directors shall consist of ten (10) members: Chairperson, Vice-Chairperson, and eight (8) Directors-at-Large. 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. An Executive Director, if one exists, shall be a non-voting member of the Board serving in an Advisory capacity. All members of the Board of Directors shall be voting members of the corporation, and shall have been either elected or appointed to their positions per Article X herein.
ARTICLE III
The basic policies of the corporation are as follows:
(1) The Corporation shall be noncommercial, nonsectarian, and nonpartisan.
(2) 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.
ARTICLE IV
Purposes for which the Corporation is formed are those set forth in its Articles of Incorporation. 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 V
Section 1. At least six (6) regular meetings of the Board of Directors shall be held each year.
The Chairperson may when (s)he deems necessary, or at the written request of four (4) members of the Board shall, 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 2. A simple majority of the voting members of the Board of Directors shall constitute a quorum, unless otherwise provided herein. The vote of a majority of the voting members present shall be necessary for the conduct of business and passage of resolutions, except as otherwise provided herein.
Section 3. The annual meeting of the membership for the election of officers and directors shall be established by the Board of Directors at a convenient date each year.
Section 4. All parliamentary business not covered by the By-laws of the corporation shall be governed by Robert’s Rules.
Section 5. The Board of Directors may establish the rights, privileges, liabilities, criteria, qualifications, and other incidents of membership as it deems appropriate.
Section 6. Dues and provisions for the payment thereof shall be established by the Board of Directors.
ARTICLE VI
Section 1. Charter sections of the New Mexico Volunteers for the Outdoors may be established throughout the State of New Mexico. Charter sections shall be chartered by the Corporation by means of a charter agreement between the Corporation and those charter sections within the State of New Mexico. 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 2. Charter sections shall indicate their status with and relationship to the New Mexico Volunteers for the Outdoors on all letterheads, literature, and legal documents.
ARTICLE VII
Amendments to the By-Laws may be proposed in writing and submitted to the Board of Directors by any voting member of the Corporation (as defined in Article X herein). If a majority of the Board of Directors concur on the proposal (s) or an amended version of the proposal (s), it will be submitted for vote at any duly call meeting of the voting membership. The proposed amendment (s) and mail-in ballots shall be submitted to the voting membership no less than fifteen (15) days in advance of the meeting at which the amendment (s) is considered. If a majority of the voting members present at the meeting, together with the mail-in ballots (counted at the meeting) approve the proposal (s), the Board of Directors shall amend the By-Laws as soon as practicable. However, no amendment (s) to the By-Laws may be adopted by this procedure which would caused 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.
ARTICLE VIII
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 violative of the proscriptions in the Articles of Incorporation against the Corporation’s use or application of its funds for private to 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.