THE DON DIEGO NEIGHBORHOOD ASSOCIATION
I. OFFICE
A. The principal office of the Corporation in the State of New Mexico
shall be located in the City and County of Santa Fe. The Corporation shall
have and continually maintain in the State of New Mexico a registered office
and a registered agent whose office is identical with such registered
office.
II. AREA
A. The geographic area is bordered by the intersection of St. Francis
Drive and Cerrillos Road, northeast on Cerrillos Road to Paseo de Peralta,
east on Paseo de Peralta to Galisteo Street, south on Galisteo Street
including all properties on the east side of Galisteo Street to Cordova
Road, west on Cordova Road to St. Francis Drive, and north on St. Francis
Drive to its intersection with Cerrillos Road.
III. PURPOSE
A. The overall purpose of this Neighborhood Association is to be
officially recognized so as to function in a local-level advisory capacity
to the Planning Commission and the City Council and any other body, private
or public, whose actions or decisions could impact the neighborhood.
B. The Association will seek to protect and/or enhance the integrity and
character of the neighborhood to assure that new development would be
compatible with the existing character, in terms of building types, density,
site planning, and landscape treatment as specified in the Neighborhood
Master Plan; or take any other action the Association deems necessary.
IV. MEMBERS
A. All residents and property owners of voting age within the boundaries
of the neighborhood are considered eligible for membership in the
Association.
B. Each member shall be entitled to one vote on each matter submitted to
a vote of the members.
V. MEETINGS
A. The annual general meeting of the members of the Association shall be
held in November, at such time and place as the Board of Directors shall
designate for the purpose of electing Directors and for the transaction of
such other business as may come before the meeting.
B. Special meetings of the members may be called by the President or the
Board of Directors.
C. All meetings shall be held in Santa Fe County.
D. Written notice stating the place, day and hour of anymeeting of the
members shall be delivered personally or by mail to each member not less
that ten (10) days before the date of such meeting. Notices of special
meetings shall include the purpose(s) for which the meeting is called. The
President may permit a meeting to be held with less that ten (10) days
notice if required by an emergency condition.
E. A quorum shall consist of the members present.
F. A member may be permitted to vote by written proxy.
G. A simple majority of the votes cast on a matter voted upon by the
members present or represented by proxy at a meeting are necessary for the
adoption thereof.
VI. BOARD OF DIRECTORS
A. The affairs of the Association shall~be managed by its Board of
Directors to be by the members at the annual general meeting. At each
annual general after the initial annual meeting of the members, Directors
shall be elected vacancies left by the Directors whose terms expire that
year.
B. The number of Directors shall be nine (9); initially five (5)
Directors
serving terms of two (2) years and the remaining four (4) Directors serving
one (1) year terms. The first nine (9) Directors shall determine by lot
their respective terms. Thereafter all Directors shall serve two (2) year
terms.
C. The first meeting of the newly elected Board of Directors shall be
held within thirty (30) days after the annual general meeting of the
members. The Board of Directors may provide by resolution the time and place
for the holding of regular meetings without other notice.
D. Special meetings of the Board of Directors may be called by the
President or any other two (2) Directors. The time and place of such
special meeting may be set by the person(s) who called the meeting. Notice
of any special meeting of the Board of Directors shall be given by mail or
telephone at least four (4) days prior to the meeting date.
E. Notice of a meeting need not be given to any Director who submits a
signed waiver of notice whether before or after the meeting, or who attends
the meeting without protest. The business to be transacted at any regular
meeting of the Board of Directors, need not be specified in the waiver of
notice of such meeting.
F. A majority of the Board of Directors, including the President shall
constitute a quorum for the transaction of official business. The presiding
officer may call the meeting to order without a quorum and the Directors may
undertake any business before the Board, but no vote shall be taken.
However, a quorum vote may be attained by telephone from an absent Director.
G. Any vacancy accuring in the Board of Directors for any reason may be
filled by the vote of the remaining Directors, though not less than a quorum
of the Board of Directors. A Director elected to fill a vacancy shall serve
the unexpired portion term of his/her predecessor.
VII. OFFICERS
A. The officers of the Association shall be chosen by the Board of
Directors and shall consist of a President, a Vice President, a Treasurer
and a Secretary, whose respective duties and responsibilities are described
below:
PRESIDENT The President shall be the chief executive officer of the
Association, shall preside at all meeting of the members (or notify the Vice
President to conduct meetings in his/her absence), shall have general and
active management of the business of the Association, and shall see that all
orders and resolutions of the Board of Directors are carried into effect.
VICE PRESIDENT In the absence of the President, the Vice President shall
perform the duties of the President. The Vice President shall perform such
other duties as from time to time may be assigned thim/her by the President
or by the Board of Directors.
TREASURER The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the Association; receive and
give receipts for monies due and payable to the Association from any source
whatsoever, and deposit all such monies in the name of the Association in
such banks, trust companies or other depositories as shall be selected by
the Board of Directors: and in general perform all the duties incident to
the office of Treasurer and such other duties as from time to time may be
assigned to him/her by the President or by the Board of Directors.
SECRETARY The Secretary shall keep the minutes of the meetings of the
members and of the Board of Directors in on or more books provided for that
purpose; see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law; be custodian of the
corporate records; keep a register of the address of each member which shall
be furnished to the Secretary by such member; and in general perform all
duties incident to the office of Secretary and such other duties as from
time to time may be assigned to him/her by the President or by the Board of
Directors.
VIII COMMITTEES
The President may designate and appoint one or more committees, each of
which shall include, but not be limited to one or more directors. The
President shall specify the chairman, task and tenure of the committee and
the time for its report. No committee will preempt the authority of the
Board of Directors.
IX CONTRACTS, CHECKS AND GIFTS
A. The Board of Directors may authorize any officer or officers of the
Association to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Association. Such authority will be
confined to specific instances.
B. All checks, drafts or orders for payment of money, notes or other
evidences of indebtedness issued in the name of the Association shall be
signed by two (2) officers designated by the Board of Directors and in such
manner as from time to time shall be determined by resolution of the Board
of Directors.
C. The Board of Directors may accept on behalf of the Association any
contributions, gifts, bequest or device for any general purposes or special
purpose of the Association.
X BOOKS AND RECORDS
All books and records are the property of the Association and may be
inspected by any member, or his a9ent or attorney, for eny proper purpose at
any reasonable time.
XI FISCAL YEAR
The fiscal year of the Association shall be the calendar year.
XII DUES
The Board of Directors may recommend from time to time the amount of dues
payable voluntarily to the Association.
XIII WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the New
Mexico Non-Profit Corporation Act or under the By-Laws of the Association,
a waiver thereof in writing signed by the person or persons entitled to such
notice, whether before of after the time stated therein, shall be deemed
equivalent to the givingof such notice.
XIV INDEMNITY
The Association shall indemnify each director and officer of the
Association, and their heirs, legal representatives and assigns against
expenses and liabilities reasonably incurred in connection with any action,
suit or proceedings in which the director or officer is involved or made a
party by reason of being or having been such, except in relation to matters
as to which the indemnitee shall be adjusted to be liable for negligence or
misconduct in the performance of duty to the Association. The foregoing
right of indemnification shall not be exclusive of other rights to which any
Director or Officer may be entitled as a matter of law and shall include
reimbursement of any amount and expenses paid or incurred in settling any
such action, suit or proceeding when such settlement has been approved by
the Board of Directors.
XV AMENDMENTS TO BY-LAWS
These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted by two-thirds vote of the members present at any regular or special
meeting, if at least ten (10) days written notice is given of intention to
alter, amend or repeal, or to adopt new By-Laws at such meeting.
XVI DISSOLUTION
In the event of the dissolution of the Association, any assets remaining
shall be first applied to final payment and discharge of all liabilities and
obligations of the Association. Any remaining assets shall then be
transferred or conveyed to one or more domestic corporations, societies, or
organizations which are engaged in substantially similar activities and
which have been declared exempt from the payment of Federal income taxes by
the Internal Revenue Service.
The undersigned certifies that the Board of Directors of THE DON DIEGO
NEIGHBORHOOD ASSOCIATION, a New Mexico non-profit corporation, adopted the
foregoing as its By-Laws at its organizational meeting duly called and held
on the day of the month of 1982 and that such By-Laws are in full
force and effect.
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Amend By-laws to Read:
(Changes and additions are underlined)
RECORDING SECRETARY
The Recording Secretary shall keep the minutes of the meetings
of the members and of the Board of Directors in one or more books provided
for that purpose; submit a copy of the minutes to the President at least one
week prior to the next regularly scheduled meeting; see that all notices are
duly given in accordance with the provisions of these By-laws~as required
by law; be custodian of the corporate records; keep and update a r~ister of
all members; and in general perform all duties incident to the office of
Recording Secretary and such other duties as from time to time may be
assigned to him/her by the President or by the Board of Directors.
CORRESPONDING SECRETARY
The Corresponding Secretary shall prepare all correspondences as
directed by the President such as letters position statements etc., after
signing and/or approval by the President, shall submit the correspondence to
the appropriate parties; and in general perform all duties incident to the
office of Corresponding Secretary and such other duties as from time to
time may be assigned to him/her by the President or Board of Directors.