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UPPER BRAZOS
PROPERTY OWNERS ASSOCIATION Brazos, New Mexico South of Chama, New Mexico HC 75 Box 117 Chama, NM 87520 |
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By-Laws
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| Article I – Membership-Voting Article II – Board of Directors Article IV – Conflict of Interest Article V – Compensation of Directors and Officers of the Corporation Article VI – Executive Committee |
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Section 1 Membership in this Corporation shall be restricted to persons owning lots and/or tracts within those lands situated in Rio Arriba County, New Mexico, commonly known and referred to as the Brazos Lodge Estates and persons owning such other lands as the Corporation may from time to time admit to membership by resolution of the Board of Directors. Section 2 Such membership fees may be charged, as the Board of Directors shall from time to time determine. Section 3 The members may be expelled for continuous and gross violation of the Articles and By-Laws of the Corporation or the rules and regulations which the Board of Directors may from time to time promulgate, or by failure or refusal to pay membership fees, which are from time to time levied by the Board of Directors by a vote of a majority of the members voting at a regular or special meeting of the Corporation. The member shall be informed in writing of the charges against him at least ten (10) days in advance of the meeting and shall have an opportunity to be heard in person or by counsel at said meeting. Upon decision of expulsion, the Board of Directors shall establish the terms under which reinstatement may be effected. Section 4 Voting by proxy is not allowed; however the Board of Directors may from time to time authorize a vote by mail or by other form of communication, without first requiring the Board to be regularly convened. However, in the event that voting is by form of communication other than writing, the consent of all directors to such form of voting must be ratified and confirmed in writing by each director. Article II – Board of Directors Section 1 The board of Directors shall consist of not less than three (3) nor more than fifteen (15) persons elected from the membership of the Corporation, one-third (1/3) of whom shall be elected each year by the membership to serve for three (3) years, or until their successors are duly elected and qualified, which term shall commence on the first day of January of the year following that in which they are elected. Section 2 Vacancies occurring during the year may be filled by appointment by a majority vote of the Board of Directors at any regular or special meeting of the Board of Directors called for that purpose. However, such Director so appointed shall stand for election at the next annual meeting of the Corporation for the un-expired term of said directorship. Section 3 A majority of the number of elected Directors shall constitute of quorum at any meeting, regular or special. A quorum is necessary for the conduction of any meeting and the transaction of business there at. Section 4 Regular meetings of the Board of Directors shall be held at the offices of the Corporation on the Second (2nd) Monday of each month at the hour of 7:30 pm unless otherwise designated by the President or determined by the Board of Directors. In the event that any regular meeting day shall fall on a legal holiday, then said meeting should be held on the first Friday following said holiday. Section 5 Special meetings of the Board of Directors shall be held at such times and places as the President may from time to time designate. Special meetings may be called by the President and in his absence, by the Vice President, or by any two (2) members of the Board of Directors. By unanimous consent of the Board of Directors, special meetings of the Board may be held without notice at any time and place. Section 6 In the absence of waiver of notice, notice of all regular and special meetings shall be mailed to each Director by the Secretary of the Corporation at least five (5) days prior to the date fixed for such meeting. Section 7 Business of the Board of Directors transacted at any meeting, irrespective of whether or not said meeting was regularly called and duly held, if all of the Directors not present approve the minutes of such meeting in writing, is valid. Section 8 Board of Directors shall have, but not be limited to, the following duties and responsibilities:
Section 9 The Board of Directors shall have the following rights, subject to the Articles of Incorporation of this Corporation, and the applicable laws of the State of New Mexico:
Article III – Officers Section 1 The following officers of this Corporation shall be elected by the Board of Directors from their number, except as in hereinafter set forth, and shall hold office for a period of two (2) years, with right of re-election:
Article IV – Conflict of Interest Exoneration In the event that any contract or other transaction to which the Corporation is a party would be affected by the fact that any of the Directors or Officers of said Corporation are Directors, Officers, creditors, stockholders, partners or otherwise interested in any other party to such contract, or are parties to or otherwise interested in such contract or other transaction, then, in such event, such interested Directors and/or Officers shall recuse themselves, and shall abstain from voting upon such contract or other transactions, and such contract or other transaction shall be presented to those Directors not so interested for approval or disapproval, as the case may be. In the absence of actual fraud, no Director or Officer shall be liable to account to the Corporation for any profit realized by him from or through any such contract or transaction of the type described above in this paragraph, ratified or approved as aforesaid, by reason of his interest in any such contract or other transaction. Directors interested in any such contract or other transaction as aforesaid shall be counted, when present at a meeting of the Board of Directors, for the purpose of determining the existence of a quorum. Article V – Compensation of Directors and Officers of the Corporation No Director or Officer of the Corporation shall receive any compensation for action as such, except: Section 1 Members of the Board of Directors may be reimbursed for allowed per diem expenses while attending board meetings, regular and special, as the Board of Directors shall from time to time determine. Section 2 The Board of Directors may from time to time authorize the payment of such compensation to an officer or officers of the Corporation as is necessary to the efficient and just operation and management of the Corporation and its’ business. Article VI – Executive Committee Section 1 An Executive Committee consisting of five (5) members, three (3) of whom shall be the President, the Vice President and the Secretary of the Corporation, may be elected each year at the Annual Meeting of the Corporation as the same is defined in Article VIII hereof. The President of the Board of Directors shall be the Chairman of the Executive Committee. Section 2 The Executive Committee shall have and exercise all powers of the Board of Directors in the intervals between meetings of the Board, which may be lawfully delegated in the management of the business affairs of the Corporation. Section 3 Three (3) members of the Executive Committee shall constitute a quorum, and meetings may be called at any time by the Chairman. Section 4 All action taken by the Executive Committee during the intervals between the regular meetings of the Board shall be brought before the Board at the next meeting thereof, for ratification and approval by the Board of Trustees. Article VII – Committees Section 1 There shall be the following standing committees:
Section 2 Each standing committee shall consist of not less than five (5) members to be appointed by the President, with the advice of the officers of the Corporation, to serve for the fiscal year. Section 3 Duties of the Standing Committees:
Section 4 Special Committees: Special committees may be appointed by the President from time to time for such special tasks as arise out of or are warranted by matters which may from time to time arise in connection with the operation and maintenance of the Corporation. Said Special Committees shall be limited in their authority and activities to the accomplishment of those specific tasks for which said committees were in the first instance created. Article VIII – Meetings of the Corporation Section 1 Annual Meeting: The annual meeting of the Corporation shall be held in April, and may be changed at the discretion of the Board of Directors, if necessary, and on the same day of each year thereafter, unless said meeting is continued from time to time for the purpose of electing Directors and such other business as may regularly come on to be heard by the President. Section 2 Special Meetings: Special meetings of the Corporation may be called at any time upon the request of any three (3) members. Section 3 Notice of Meetings: Written or printed notice stating that the place, day and hour of the meeting an in case of the special meeting, the purpose or purposes for which said meeting is called, and shall be delivered, either personally or by mail, not less than fifteen (15) days or more prior to the meeting to each member of the Corporation and to all members of the Board of Directors. Article IX -- Amendments Section 1 These By-Laws may be amended, subject to the Articles of InCorporation and the laws of the State of New Mexico, at any regular or special meeting of the Corporation, called for that purpose, by a two-thirds (2/3) vote of the Corporate membership present, provided that a full reading of the proposed changes (or a printed distribution of same) shall have been made in connection with the call of the meeting. Know all men by these presents: That I, the undersigned, duly elected and acting Secretary of the Board of Directors of the Upper Brazos Property Owners’ Association, a New Mexico Corporation, do hereby certify that at a regular meeting of said Board of Directors, held at Albuquerque, New Mexico, on the 24th day of April, 1971, call for the purpose of adopting By-Laws for said Corporation, the above and foregoing By-Laws were presented, considered, article by article, and each article was, on motion duly made and seconded, separately adopted, all as in accord with the minutes of said meeting. In witness whereof, I have hereunto subscribed my name. (Original signed by) Elmon L. Cataline Secretary |
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Designed and Maintained
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