Summit Park Neighborhood Association By-Laws
Adopted May 2023 at a Special Meeting of Membership
Adopted May 2023 at a Special Meeting of Membership
SUMMIT PARK NEIGHBORHOOD ASSOCIATION BY-LAWS
Version 8 May 2023
Article I - Name
The name of this group shall be the Summit Park Neighborhood Association, hereinafter referred to as the “Association”.
Article II - Purpose
The purpose of the Association shall be to enhance that area of the City of Albuquerque, Bernalillo County, State of New Mexico bounded on the West by Girard Blvd., on the North by Indian School Rd., on the East by Carlisle Blvd., and on the South by Lomas Blvd., hereinafter referred to as the Summit Park Area, to promote a better neighborhood and community through group action, so that the quality of life in the area shall be in keeping with the social, environmental, cultural and historic needs and interests of the residents.
Article III - Office
The registered office of the Association shall be the address of the president or agent to be designated by the Board of Directors.
Article IV – Membership
Section 1. Membership is open to all individuals who live (renters included), own property, or own a business within the boundaries of the association, as stated in Section 14-8-2-3(B)(2) of the Neighborhood Recognition Ordinance (NARO).
Section 2. There shall be two types of membership in the Association. These shall be known as Personal Members and Business Members.
Section 3. A Personal Membership is for any adult aged 18 or older who resides full-time (including rents), or owns property within the boundaries specified for this Association.
Section 4. A business membership shall be limited to any business operating within the Association boundaries. The primary physical location of the business must be within the boundaries specified for this Association.
Section 5. The Association shall allow ongoing Membership enrollment throughout the year.
Section 6. Although new membership is available at any time, the Association shall conduct an annual enrollment of members in the month of October. Memberships expire on the day before the annual meeting.
Section 7. Dues are voluntary for all members and cannot be a prerequisite for either membership or voting, pursuant to Section 14-8-2-3(B)(4) (NARO).
Section 8. Voluntary dues/member donations are set at $10 per year for _individual membership and $20 per year for business membership. The board of directors shall set voluntary association dues.
Section 9. Voluntary dues/member donations can be paid at the annual meeting. Monetary donations can be made at any time during the year.
Section 10. Each member of the Association shall provide affirmation of membership.
10.a Affirmation of membership may constitute but is not limited to: physically writing the member address on the membership form, whether on paper or on the online form; providing a signed lease agreement; providing a property tax statement. In the case of business members: providing a lease agreement or writing the business address on the online or paper form.
Section 11. Membership information is confidential and is only to be used for official Association business.
Article V- Voting
Section 1. Every affirmed Member may cast one vote on any question put before the general membership and participate in any election before the Association.
Section 2. All questions to be voted upon by the general membership will be decided by a vote of a majority of the members participating at any meeting, in person or by electronic means, of the membership voting in favor or against. In-person, mailed paper ballot, or electronic ballots must be allowed, in which case questions will be decided by a majority of total votes cast, as stated in Section 14-8-2-3 (B)(9) of the NARO.
Section 3. All questions to be voted upon by the Board will be decided by a vote of a majority of the Board Directors present and voting in favor or against.
Section 4. A business membership shall be limited to any person or legal entity who owns or operates a place of business or institution within the boundaries of the Summit Park Neighborhood Association Area. There shall be one (1) voting membership for each business. When the property is owned by one person or legal entity and run as a business by another person or legal entity, both the owner and operating party/legal entity are eligible for one (1) voting membership each.
Article VI - Board of Directors/Officers
Section 1. A Board of Directors shall be the governing body of the Association and shall consist of an odd number not less than three or more than nine members of the Association. The Board of Directors shall be elected by the affirmed Membership at the Annual Meeting. Board of Director terms shall be two years and shall be staggered.
Section 2. Board of Directors:
2.a Nominations will be accepted to the Board of Directors at the Annual Meeting in October.
2.b Nominees must be affirmed Members who live, own property, or own a business within the boundaries of the Association as stated in Article IV.
Section 3. The Board, at their first meeting immediately following the Annual Meeting, shall choose officers. Officers of the Association may include a President, Vice President, Secretary, Treasurer, and any such other officers as determined by the Board of Directors.
Section 4. Officers shall hold terms of one year.
Section 5. All members must be eligible to hold any officer position within the association, pursuant to Section 14-8-2-3(B)(2) of NARO.
Section 6. Vacancies occurring in any office shall be filled for the unexpired term by a majority vote of the Board of Directors.
Section 7. Any elected officer may be removed from office by a majority of the affirmed Membership or majority of the Board of Directors, provided that notice of the intent to remove shall be furnished to the subject officer in writing at least five (5) days prior to the meeting at which such action is to be discussed.
Any elected officer or Board member may be removed from office or can leave office in the following forms:
A. by submitting a letter of resignation to the Board;
B. by failure to attend three regular Board meetings within one year without excuse;
C. by a majority vote of the general affirmed Membership, who are present at the meeting;
D. or by a majority vote of the board.
Section 8. Only members of the Board shall be eligible to be officers of the Association.
Article VII – Duties of the Officers
The duties of the officers shall include but not be limited to the following:
Section 1. Duties of the President: The President shall be the chief executive officer of the Association and shall in general supervise all the business and affairs of the Association between meetings of the Board of Directors. The President shall preside at all meetings of the Board of Directors and the General Membership meeting. The President shall, with the approval of the Board of Directors, appoint all standing and special committees and shall be an Ex-Officio member of all the 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 shall make, or authorize other Board members to make, all necessary reports to the City of Albuquerque in compliance with the Neighborhood Association Recognition Ordinance (NARO) Section 14-8-2-3 (C) and with the New Mexico Secretary of State.
Section 2. Duties of the Vice President: The Vice President shall when necessary perform the duties of the President, and shall succeed to the Presidency in the event of the death, disability, resignation, or removal from office of the President until such-time as a successor to the President shall be appointed.
Section 3. Duties of the Secretary: The Secretary shall keep minutes of all meetings of the Board of Directors, general Membership meetings and shall keep all records of the Association and give notice of all meetings as directed. The Secretary shall perform all other duties incidental to the office of the Secretary or as required by the President or the Board of Directors.
Section 4. Duties of the Treasurer: The Treasurer shall collect all monies due the Association, and shall deposit all funds of the Association into a bank account set up by the Board of Directors. Every check issued from the Association account shall bear the signature of at least two Officer(s) of the Association. The Treasurer shall ensure that all bills approved by the Board of Directors are paid and shall keep a written account of all expenditures and retain all receipts. The Treasurer shall present a financial statement at every Board of Directors meeting and every general Membership meeting. Copies of these reports shall be available for inspection every general meeting.
Section 5. No member or entity can claim to represent Summit Park Neighborhood Association to any governmental or private organization unless he or she is a member of the Board or is appointed by the Board as such.
Article VIII – Committees
Section 1. The Board of Directors may establish necessary committees at any meeting.
Section 2. No report or other action of a committee of the Association shall be considered as an act of the Association unless it has been approved by the Board of Directors/Officers or by the general Membership at a membership meeting.
Section 3. Standing Committees: The Board has the ability to establish committees and/or task forces as needed.
Section 4. Ad hoc Committees: The Board may establish necessary ad hoc committees at any meeting. The President may also establish such committees. Committee chairpersons shall be appointed and may be removed by the President.
Article IX – Meetings
Section 1. Robert’s Rules of Order, the Democratic Rules of Order, or a comparable set of procedural rules, shall govern the Association except where in conflict with these by-laws.
Section 2. The association shall hold, at minimum, one annual meeting, and it will be known as the Annual Meeting. The month or this annual meeting will be in October. The Association will notify the Office of Neighborhood Coordination (ONC) of this meeting, and make a reasonable attempt to give written notice to all households and businesses within its boundaries at least two weeks in advance through placement of one or more signs at prominent locations within the association boundaries and one or more of the following: U.S. Mail; delivered flyers; website or social media posting; e-mail, text message, direct message through social media, or other form of electronic messages delivered to the known address of each member, pursuant to Section 14-8-2-3(B)(5) of the NARO.
Section 3. The Annual Meeting shall be for the purpose of electing Board Members, and receiving any Annual Reports of Officers and Committees and any other business as determined by the Board. Each member shall be afforded the ability to vote at the Annual Meeting in-person only, pursuant to Sections 14-8-2-3(B)(8)(b) and 14-8-2-3(B)(9) of the NARO.
Section 4. The Board of Directors shall meet as necessary, but at least quarterly, to conduct the business of the Association, at such time and place as determined by its members. All Board members will be notified of meeting times and places.
Section 5. Special meetings of the General Membership may be called by a majority of the Board of Directors, 30% of the affirmed Membership, or the President. The President shall set the meeting within fifteen (15) days and the Secretary shall give notice of any such meeting.
Section 6. For any elections or voting other than the Annual Meeting, the Board of Directors must allow each member to vote using at least one of the following methods: in-person, mailed paper ballot, or electronic means, as stated in Section 14-8-2-3(B)(9) of the NARO.
Section 7. No member of the Association may vote by proxy.
Article X – Monetary Matters
Section 1. 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.
Section 2. Access to banking accounts and to financial records of all voluntary dues, member donations, or other financial assets shall be shared by the President, Vice-President, and Treasurer, or any combination of Officers from the Board of Directors as designated by the Board of Directors.
Article XI. Conflict of Interest
Directors, officers, and committee members must disclose to the Board any pecuniary, financial, or other interest that they may have in any transaction of the Association. Directors, officers, and committee members with such interests may attend and be counted in determining the existence of a quorum but may not participate in Association activities, transactions, or meetings if their participation will be directly or substantially adverse to the Association or if their participation will be materially limited by their responsibilities to themselves or another entity or by their own interests unless the Board consents after consultation. However, no vote or other action taken by the directors, officers, or committee members shall be in any way affected, voided, or invalidated by a conflict of interest.
Article XII. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Any director or officer or former director or officer of Summit Park Neighborhood Association may be indemnified by the Association against reasonable expenses, costs, and attorneys’ fees actually and reasonably incurred by him/her in connection with the defense of any action, suit or proceeding, civil or criminal, in which he/she is made a party by reason of being or having been a director or officer. The indemnification may include any amounts paid to satisfy a judgment or to compromise or settle a claim. The director or officer shall not be indemnified if he/she shall be adjudged to be liable on the basis that he/she has breached or failed to perform the duties of his/her office and breach or failure to perform constitutes willful misconduct or recklessness. Advance indemnification may be allowed a director or officer for reasonable expenses to be incurred with the defense of the action, suit, or proceeding provided that the director or officer must reimburse the Association if it is subsequently determined that the director or officer was not entitled to indemnification. Director is defined as found in NMSA 1978, paragraph 53-8-26. The amount of indemnification is limited to amounts in the Association’s checking account received through dues or donations and will be apportioned pro rata among directors or officers eligible for indemnification. The members of the Association shall not be obligated to contribute funds or dues.
Article XIII – Communication Venues
Section 1. Board of Directors shall use an association-specific email address for the sole purpose of association business.
Section 2. Access to these association e-mail addresses shall be held by the President, Vice-President and Secretary jointly, and passed on to new Board members as they are elected, or by any method designated by the Board of Directors.
Section 3. Access to any type of website or social media accounts shall be held by the President, Vice-President and Secretary jointly, and passed on to new Board members as they are elected, or by any method designated by the Board of Directors.
Article XIV - Dissolution
In the event of dissolution of the Association, the Board 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 determined by the Board.
Article XV– Amendments
Section 1: Amendments to these by-laws can be proposed by a vote of the board of directors.
Section 2: These amended by-laws may be ratified by 2/3 of the participating members at a special meeting of the general membership, or by 2/3 of those voting by paper or by electronic ballot.
Section 3: The membership shall be notified ten (10) days in advance of the meeting or ten (10) days in advance of the mail-in or electronic vote that amendments will be ratified.
I certify that these bylaws were adopted and ratified by the members of the Summit Park Neighborhood Association on the 18th day of September 2023, and were adopted and ratified by the Board of Directors at a meeting held on the 18th day of September 2023.
Joe Brooks, President
_____________________________, Vice President