Cibola
Search and Rescue
NOTE: The bylaws posted on this web page are entered from a draft hardcopy with revision marks that was in the possession of the webmaster (who is one of the signators). While it is very likely to be correct, it is not necessarily identical in every respect to the signed copy of the Bylaws on file with the corporation. A copy, including signatures, of the official by-laws of the corporation may be requested in writing to the corporation's post office box. We are entitled to charge a reasonable copying fee for copies so requested.

BYLAWS

OF

CIBOLA SEARCH AND RESCUE, INC.

ARTICLE 1 - MEMBERS
Section 1.1. Membership. The initial Board of Directors of Cibola Search and Rescue, Inc. (the Corporation) shall be the Members of the Corporation until the first meeting of the Members and until their successors shall have been duly elected and qualified, or until their earlier death, resignation or removal in accordance with the Bylaws. Beginning with the first meeting of the Members, the Members of the Corporation shall consist of any person who has been accepted for membership under the terms and conditions of the Corporation's Membership Guide.

Section 1.2. Rights and Duties of Members. Each Member of the Corporation shall have the right to cast one vote on all actions for which Members shall have a right to vote. The right of a member to vote and all of his or her rights, title and interest in or to the Corporation shall cease on the termination of his membership. Other rights and duties of each Member shall be as specified in the Corporation's Membership Guide. No Member shall be entitled to share in the distribution of the Corporation assets upon the dissolution of the Corporation.

Section 1.3. Annual Meeting The annual meeting of the Members for the election of Officers and Directors and for the transaction of other such business as properly shall come before the meeting shall be held in December of each year on a date and time to be decided by the Board of Directors.

Section 1.4. Monthly Business and Special Meetings. Monthly business meetings of the members shall be held on the second Thursday of every month. Special meetings of the Members shall be called at any time by the Secretary of the Corporation upon request of the President or no less than one-quarter of the Members or upon the resolution of the Board of Directors.

Section 1.5. Place of Meetings. All meetings of the Members shall be held at such places within or out of the State of New Mexico as shall be specified in the respective notices of such meetings or waivers thereof.

Section 1.6. Notice of Meetings. Notice of monthly business meetings shall be published in the Corporation's Newsletter not more than 40 nor less than 10 days before the meeting. Notice of every annual meeting and of every special meeting of the Members shall be served personally or by regular or electronic mail on each Member, or by publication in the Corporation newsletter, or by publication on the Corporation's voicemail hotline, not more than 30 nor less than 10 days before the meeting. Annual meetings shall be general meetings and open for the transaction of any business within the powers of the Corporation without special notice of such business except in any case where special notice is required by law, by the Articles of Incorporation or by the Bylaws. Notice of special meetings shall state the purpose or purposes for which the meeting is called, and the notice of any meeting shall state the time when and the place where it is to be held. If mailed, such notice shall be directed to each Member entitled to notice at his address as it appears on the books or records of the Corporation. Notice of the time, place or purpose of any meeting need not be given to any member who attends such meeting or to any member who in writing, executed and filed with the records of the Corporation, either before or after the holding of such meeting, waives such notice.

Section 1.7. Quorum. At all Annual, special or monthly business meetings of the Members the presence in person of one-half of the Members (but not less than two) shall be necessary and sufficient to constitute a quorum, and, except as otherwise provided by law or by the Bylaws, the act of a majority of the Members present shall be the act of the Members.

Section 1.8. Voting. At all meetings of the Members, all matters shall be decided by the vote of a majority of a quorum of the Members cast in person. If practicable, any Member may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

Section 1.9. Meeting not required. Any action which is required or permitted to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Members who are entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as a unanimous vote of the Members. Such action shall be effective as of the date specified in the consent.

Section 1.10. Resignation and Removal of Members. Any member may be removed at any time under the procedures set forth in the Corporation's Membership Guide. Any Member may resign at any time.

Section 1.11. Compensation. The Board of Directors may authorize reimbursement for expenses incurred by Members in connection with the performance of their duties, provide, however, that nothing herein contained shall be construed to preclude any Member from serving the Corporation in any other capacity ore receiving compensation for any such services.

ARTICLE 2 - BOARD OF DIRECTORS
Section 2.1. Management. The Board of Directors (hereinafter sometimes referred to as the Board) shall manage the affairs and the property of the Corporation. The Directors shall act only as a Board and individual Directors shall have no power as such.

Section 2.2. Annual Meeting. The annual meeting of the Board for the election of officers and for the transaction of other such business as properly shall come before the meeting shall be held as soon as practicable following the annual meeting of Members.

Section 2.3. Special Meetings. The Secretary upon the request of the President of any one of the Directors shall call special meetings of the Board at any time.

Section 2.4. Place of Meetings. All meetings of the Board shall be held at such places within or out of the State of New Mexico as shall be specified in the respective notices of such meetings or waivers thereof.

Section 2.5. Notice of Meetings. Notice of every annual meeting of the Board and of every special meeting shall be served personally or by regular or electronic mail on each Director not more than 30 nor less than 3 days before the meeting. Annual meetings of the Board shall be general meetings and open for the transaction of any business within the powers of the Board without special notice of such business except in any case where special notice is required by law, by the Articles of Incorporation or by the Bylaws. Notice of special meetings shall state the purpose or purposes for which the meeting is called, and the notice of any meeting shall state the time when and the place where it is to be held. If mailed, such notice shall be directed to each Director entitled to notice at his address as it appears on the books or records of the Corporation. No notice of the time, place or purpose of any meeting need be given to any Director who attends such meeting or to any Director who in writing, executed and filed with the records of the Corporation, either before or after the holding of such meeting, waives such notice.

Section 2.6. Quorum. At all meetings of the Board the presence of one-third of the Directors (but not less than two) shall be necessary and sufficient to constitute a quorum, and, except as otherwise provided by law or by the Bylaws, the act of a majority of the Directors present shall be the act of the Board.

Section 2.7. Voting. At all meetings of the Board, or of any committee thereof, all matters shall be decided by the vote of a majority of a quorum of the Board cast in person. Any Director may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

Section 2.8. Number of Directors. The Directors named by the Incorporators in the Articles of Incorporation shall be the Directors of the Corporation until the first meeting of the Members or until their successors shall have been duly elected and qualified, and until their earlier death, resignation or removal in accordance with the Bylaws. The Corporation shall have the same number of Directors as Officers.

Section 2.9. Election of Directors. The Directors shall be elected annually by the Members at their annual meeting in accordance with the provisions of Section 3.2 of these Bylaws.

Section 2.10. Resignation and Removal of Directors. Any Director may be removed at any time in accordance with the provisions of Section 3.4. Any Director may resign at any time.

Section 2.11. No Meeting Required. Any action which is required or permitted to be taken at a meeting of the Directors, or a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed or indicated by regular or electronic mail by all of the Directors, or members of the committee. The consent shall have the same effect as a unanimous vote. Such action shall be effective as of the date specified in the consent.

Section 2.12. Compensation. The Directors shall not receive compensation for their services as such but the Board may authorize reimbursement for expenses incurred by Directors in connection with the performance of their duties; provide, however, that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity or receiving compensation for any such services.

Section 2.13. Indemnification. Any person made a party to any action, suit or proceeding by reason of the fact that he is or was a director, officer or employee of the Corporation, or of any corporation for which he served as a director or officer at the request of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for willful misconduct or recklessness in the performance of his duties. The foregoing right of indemnification shall be deemed exclusive of any other rights to which any such director, officer or employee may be entitled as a matter of law.

ARTICLE 3 - OFFICERS
Section 3.1. Number of Officers. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and a Membership Officer. One person may hold only one of the previously mentioned offices at any one time. All officers must also be Directors of the Corporation and Members in good standing.

Section 3.2. Election of Officers. The officers shall be elected annually at each annual meeting of the Members by a majority of the votes cast and may succeed themselves in office. Absentee voting by written ballot shall be permitted. Members nominated for the office of vice-president must be PACE-certified and field eligible according to the Cibola Training Standard. Nomination for officer positions shall be made at the November business meeting, or may be made in writing and sent by mail to the team's post office box before the November meeting. The nomination process shall be closed as of close of business at the November meeting. Within two weeks after the November meeting, the secretary shall send a slate of nominees to each member, which also will serve as the ballot for absentee voting. For absentee voting, the ballot must reach the team's mailing address (post office box) before the December meeting. A written ballot shall be the method for taking the vote. The outgoing President shall appoint two individuals (excluding current officers or nominees for office) to count the ballots. The ballots shall be counted by each of these individuals, independently, in the presence of the Members attending, immediately after being cast. The results shall be tabulated in writing and the results reported to the Members. Each person elected an officer shall be automatically deemed elected a Director, and shall continue in office until the next annual meeting after his election or until his successor shall have been duly elected and qualified or until his earlier death, resignation, removal in accordance with the Bylaws. Vacancies of officers caused by death, resignation, removal or increase in the number of officers may be filled by a majority vote of the Members at a special meeting called for that purpose or at any regular meeting.

Section 3.3. Appointment of Additional Officers. The Members at any meeting may appoint additional officers, agents, and employees and determine their duties and terms of office , and it may delegate such authority to any officer or committee. Any Officer so appointed shall be automatically appointed a Director.

Section 3.4. Removal of Officers.. Officers who become unable or unwilling to perform the duties of their office may be removed from office. The procedure for removal of officers is as follows. The President shall appoint a panel consisting of at least three active members, none of whom are officers. If the President is under consideration for removal, the Vice-President shall appoint the panel. The panel shall investigate any allegations and report to the other officers. The panel and officers must agree that the officer in question has failed to perform the duties of his or her office, and is unlikely to perform them in the future. The officer in question will hear the panel's findings and have an opportunity to respond. The panel's recommendations shall then be presented to the Members at any regular or special meeting of the Membership. A majority vote of the active Members shall be required to remove the officer from his or her post. The President (or Vice-President, in the event of the removal of the President) shall be responsible for the duties of the removed officer until a replacement is elected. A special election shall be held within two months to fill the position for the remainder of the term. The special election shall be conducted according tot he procedures for the election of officers at the annual meeting. Any officer removed from his or her position shall be automatically removed from his or her position as Director.

Section 3.5. President. The President shall be the chief executive officer of the Corporation and shall have general supervision over the affairs and property of the Corporation and over its several officers, and shall generally do and perform all acts incident to the office of President. The President shall preside at all meetings of the Members and of the Board and shall have such other powers and duties as may be assigned to him or her from time to time by the Members or as prescribed by these Bylaws or by the Corporation's Membership Guide. When authorized by the Board, the President may execute in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation.

Section 3.6. Vice-President. The Members may elect one or more Vice Presidents and shall through the Corporation's Membership Guide determine their duties. In general, the Vice President shall perform all the duties of the President at his request or in his absence or disability, and if more than one Vice President is elected, they shall serve in the order designated by the Board, or by the President if no order has been specified by the Board. When so acting, a Vice President shall have all the powers of and be subject to all the restrictions upon, the President. When authorized by the Board, any Vice President may also sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation. The Vice President shall perform such other duties as from time to time may be assigned to him by the Board, by the President, or by the Members through the Corporation's Membership Guide.

Section 3.7. Treasurer. The Members shall elect a Treasurer and shall determine his or her duties through the Corporation's Membership Guide. In general, the Treasurer shall act under the supervision of the Board and shall have charge and custody of, and be responsible for, all the funds of the Corporation and shall keep, or cause to be kept, and shall be responsible for the keeping of, accurate and adequate records of the assets, liabilities and transactions of the Corporation. He or she shall deposit all moneys and other valuable effects of the Corporation in the name of and to the credit of the Corporation in such banks, trust companies, or other depositaries as may be designated in the manner provided in Section 5.5 hereof. He or she shall disburse the funds of the Corporation based upon proper vouchers for such disbursements. He or she shall perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Board, the President of the Members. If required by the Board, the Treasurer shall give a bond forth faithful discharge of his duties in such sum and with such surety or sureties as the Board shall determine. The Corporation shall pay the expense of such bond.

Section 3.8. Secretary. The Members shall elect a Secretary and shall determine his or her duties through the Corporation's Membership Guide. The Secretary shall act as secretary of, and keep the minutes of, all meetings of the Board and of the Members in one or more books provided for that purpose, and whenever required by the President, he or she shall perform like duties for any committee; provided that in the absence of the Secretary, the majority of the Members or Directors present at any meeting thereof may designate any person to act as Secretary for such meeting. The Secretary shall see that all notices are duly given in accordance with these Bylaws and as required by law; he or she shall be custodian of the seal, if any, of the Corporation and shall affix and attest the seal to any and all documents the execution of which on behalf of the Corporation under its seal shall have been specifically or generally authorized by the Board; he or she shall have charge of the books, records and papers of the Corporation relating to its organization as a Corporation and shall see that all reports, statements and other documents required by law are properly kept or filed, except to the extent that the same are to be kept or filed by the Treasurer. He or she shall perform all the duties normally incident to the office of Secretary and such other duties incident to the office of Secretary and such other duties as may from time to time be assigned to him by the Board or by the President.

ARTICLE 4 - COMMITTEES
Section 4.1. Miscellaneous Committees. A majority of the Members may from time to time, as provided in the Corporation's Membership Guide, constitute such other committees of Directors, officers, employees, Members or non-members, with such functions, powers and duties as the Members shall determine. Unless the Corporation's Membership Guide shall provide otherwise, each such committee shall enact rules and regulations for its government.

ARTICLE 5 - MISCELLANEOUS PROVISIONS
Section 5.1. Offices. The Board may establish, from time to time, one or more offices of the Corporation at any place or places within or out of the State of New Mexico and may maintain such office or offices for such period or periods of time as it may deem expedient.

Section 5.2. Fiscal Year. The fiscal year of the Corporation shall end on December 31 in each year.

Section 5.3. Execution of Contracts. The President, acting with the approval of the Board, may enter into any contract or execute any contract or other instrument in the name and on behalf of the Corporation. The Board may authorize any officer, employee or agent, in the name of and on behalf of the Corporation, to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances. Unless so authorized by these Bylaws or by the Board, no officer, employee or agent shall have any power to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

Section 5.4. Commercial Paper. All checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes or evidences of indebtedness of the Corporation, shall be executed on behalf of the Corporation by such officer or officers, or employee or employees, as the Board may, by resolution, from time to time determine.

Section 5.5. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board my from time to time select or as may be selected by any officer or employee of the Corporation to whom such power may from time to time be delegated by the Board; and for the purpose of such deposit, any officer, or any employee to whom such power may be delegated by the Board, may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation.

Section 5.6. Notices. Except as my otherwise be required by law, any notice required to be given under these Bylaws shall be in writing and signed by the President or the Secretary; and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office address appearing on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Any notices required to be given under these Bylaws may be waived by the person entitled thereto in writing, whether before or after the meeting or other matter in respect of which such notice is to be given, and in such event such notice need not be given to such person.

Section 5.7. Membership Guide; Supremacy of Bylaws. At a regular or special meeting of the Membership, the Members shall adopt a Corporate Membership Guide to provide additional rules and regulations for the conduct of the business of the Corporation. The terms and provisions of the Membership Guide shall be binding on the Directors, Officers and Members of the Corporation. However, in the event of a conflict between these Bylaws and the Corporation's Membership Guide, the provisions of these Bylaws shall prevail over the provisions of the Membership Guide.

ARTICLE 6 - AMENDMENT OF BYLAWS
These Bylaws or any of them may be altered, amended or repealed, or new Bylaws may be made, only by a majority vote of the whole Board at a regular or special meeting, or by the vote of a majority of the Members at a regular or special meeting, provided that notice of such alteration, amendment or repeal shall be included in the notice of such meeting. Bylaws passed or amended by the Members shall not be subject to amendment by the Board.

ADOPTION OF BYLAWS
The Board of Directors of the Corporation has duly adopted the foregoing Bylaws.
By: (signed) Thomas V. Russo (its president)
By: (signed) Jeffrey Phillips (its secretary)

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Last Modified: 04/20/15 12:41:49
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