Summit Park Neighborhood Association By-Laws Adopted 4/14/15 at a Special Meeting of the Membership
SUMMIT PARK NEIGHBORHOOD ASSOCIATION BY-LAWS Version 7 May 2015
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. There shall be two types of membership in the Association, regular and business.
Section 2. A regular membership shall be limited to residents and/or property owners of the Summit Park Area.
Section 3. 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 Area. There shall be one (1) voting membership for each business or institution. When the property is owned by one person or legal entity and run as a business or institution by another person or legal entity, both the owner and operating party/legal entity are eligible for one (1) voting membership each.
Section 4. Voting privileges shall be: one (1) vote per membership of each member attending any meeting where voting is required.
Section 5. Dues shall be ten (10) dollars per person per year for regular memberships and twenty (20) dollars per year for business memberships.
Section 6. The Association shall conduct an annual enrollment of members in the month of September. New memberships shall be available at any time. Memberships expire on the day before the annual meeting.
Section 7. Members of the Association shall receive a receipt for membership dues upon request.
Section 8. Membership information is confidential and is only to be used for official Association business.
ARTICLE V - OFFICERS AND THEIR ELECTION
Section 1. The Board of Directors, hereinafter referred to as the Board, shall be the governing body of the Association and shall consist of seven (7) persons who are members of the Association. The Board shall be elected by the general membership at the annual meeting for a term of two (2) years. Four (4) Directors will be elected every even numbered year and three (3) Directors will be elected every odd numbered year. Directors shall assume office at the end of the annual meeting. Individual members of the Board may act on behalf of the Association between meetings, with approval of the Board.
Section 2. Officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer, who are members of the Board chosen by the Board at its first meeting immediately following the annual meeting.
Section 3. The term of office for the President, Vice President, Secretary, and Treasurer shall be one year.
Section 4. Only members of the Board shall be eligible to be officers of the Association.
Section 5. Vacancies occurring in any office shall be filled for the unexpired term by a majority vote of the Board.
Section 6. Any elected officer or Board member may be removed from office or can leave office in the following forms:
by submitting a letter of resignation to the Board; by failure to attend three regular Board meetings within one year; by a majority vote of the general membership, who are present at the meeting; or by a majority vote of the board.
Section 7. Selection of Board Members
Candidates for the Board shall put themselves forward at the annual meeting. The election shall be by voice vote of members in attendance at the annual meeting. In the event that there are more candidates than positions, the vote will be by paper ballot.
ARTICLE VI - DUTIES OF THE OFFICERS
The duties of the officers shall include but shall not be limited to the following:
Section 1. 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 the meetings of the Board. The President shall preside at all meetings of the Board and the General Membership. The President shall coordinate and oversee all offices of the Board on their proper execution. The President shall with the approval of the Board, appoint all special ad hoc 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. The President shall make all necessary reports to the City of Albuquerque in compliance with the Neighborhood Association Recognition Ordinance. The President (or his/her designee) shall check the Association’s post office box on a regular basis. The out-going President at the end of his/her term as a board member, unless re-elected, shall serve as the advisor to the next Board. The President is responsible for collecting and responding to all correspondence of the Association, with approval of the Board.
Section 2. Vice President: The Vice President shall assist the President on all matters associated with that office. The Vice President shall act on behalf of the President at his/her request. The Vice President shall, when necessary, perform the duties of the President and shall succeed to the Presidency in the event of evacuation of the office of the President until such time as a successor to the President shall be elected at the next Board meeting.
Section 3. Secretary: The Secretary shall keep minutes of all meetings of the Board and of the General Membership and shall keep all records of the Association and give notice of all meetings as directed. The Secretary shall make meeting minutes available to the Directors prior to or at the time of the next regular Board meeting for official adoption. The Secretary shall keep an up-to-date membership list. The Secretary shall perform all other duties incident to the office of the Secretary and those duties as may be required by the President or the Board.
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, and keep account of all receipts and expenditures. The Treasurer shall present a financial statement at each Board and General Membership meeting. The Treasurer shall not make any expenditure of association dues without prior approval of the Board.
ARTICLE VII - COMMITTEES
Section 1. Standing Committees: The Board has the ability to establish committees and/or task forces as needed.
Section 2. 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.
Section 3. No report, 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 or by the General Membership at a membership meeting.
ARTICLE VIII - MEETINGS
NOTE: THROUGHOUT THESE BY-LAWS, “REASONABLE NOTICE” TYPICALLY MEANS 10-30 DAYS.
Section 1. A meeting of the neighborhood residents shall be held annually in October. For that and any other meeting, the Association shall make reasonable attempts to give written notice to every household and place of business within the Association boundaries, through a combination of mail, e-mail, delivered handbills, posted signs, and/or notice on the Association’s web site.
Section 2. No election or removal of officers or Board members shall be held at a meeting of the Association unless the meeting is advertised as noted in Section 1 above, and such meeting has a quorum. A quorum is always defined as those members in attendance.
Section 3. The October meeting shall be known as the Annual Meeting, at which the election of Board members shall be held. Reasonable notice shall be given in advance of this meeting.
Section 4. Special meetings of the General Membership may be called by a majority of the Board. The President shall schedule the meeting to take place within thirty (30) days and members will be notified by e-mail or telephone. Notice and agenda for any special meeting shall be given to every Board Member and shall be posted on the Association’s web site no less than 72 hours prior to the meeting.
Section 5. Only members present at any regular or special membership meeting shall transact the business at any such meeting.
Section 6. All votes shall be decided by a majority of the members present at any meeting.
Section 7. The Board has the option of requiring written ballots with proof of membership in the Association.
Section 8. No member of the Association may vote by proxy.
Section 9. The Board shall meet a minimum of six (6) times per year, with additional meetings as needed. There must be a quorum of four (4) voting Board Members present to conduct business.
ARTICLE IX - 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.
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 special services rendered, even if the recipient is a member, director or officer of the Association.
ARTICLE X - 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 XI - 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 for indemnification other than the dues they have paid or owe.
ARTICLE XII - PARIAMENTARY 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 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 XIV - AMENDMENTS
The By-Laws may be amended at any regular or special meeting of the General Membership by a majority vote of those in attendance. The Membership shall be given reasonable notice of the meeting that amendments will be entertained at the meeting.
I CERTIFY THAT THE FOREGOING BY-LAWS WERE ADOPTED AND RATIFIED BY MEMBERS OF THE SUMMIT PARK NEIGHBORHOOD ASSOCIATION INCLUDING A MAJORITY OF THE BOARD ON THE 14TH OF APRIL, 2015.
___________________________ ______________________________ PRESIDENT - Judith Jennings SECRETARY - Jan Schuetz