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 Member Guide.
Section 1.2. Rights and Duties of Members
Each full 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 Full Member shall be as specified in the Corporation’s Member 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 on the Corporation’s calendar not 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 on the Corporation calendar, not 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 Full 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 Full 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 Full 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 Member 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, provided, however, that nothing herein contained shall be construed to preclude any Member from serving the Corporation in any other capacity or receiving compensation for any such services.
ARTICLE 2 – BOARD OF DIRECTORS
Section 2.1. Management
The Board of Directors (hereinafter 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 or 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. Meetings of the Board may be held through usage 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.
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 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, at a minimum, 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; provided, 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 for a two-calendar year term and shall serve until their successors are elected and qualified. The officers shall have staggered terms with the President, Treasurer, and Membership Officer being elected on even number years and the Vice President and Secretary elected on odd number years. Officers are elected at each annual meeting of the Members by a majority of the votes cast and may succeed themselves in office. Members nominated for officer positions must be full members in good standing, in accordance with the Corporation’s Member Guide. Nomination for officer positions shall be made between the opening of the October business meeting and the close of the November business meeting, or may be made in writing to an officer before 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 voting. A written or electronic ballot shall be the method for taking the vote.The ballot must be submitted and received before the annual meeting. 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 a successor shall has been duly elected and qualified or until 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 full 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 meetings of the Membership. A majority vote of full 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 to the 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 Member 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 Member 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 Member Guide.
Section 3.7. Treasurer
The Members shall elect a Treasurer and shall determine his or her duties through the Corporation’s Member 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 money 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 depositories 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.
Section 3.8. Secretary
The Members shall elect a Secretary and shall determine his or her duties through the Corporation’s Member Guide. The Secretary shall act as secretary of, and keep the minutes of, all meetings of the Board and of the Members in a document storage format deemed appropriate 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 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 Member 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 Member 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 evidence 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 depositories 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 may 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 Member Guide to provide additional rules and regulations for the conduct of the business of the Corporation. The terms and provisions of the Member 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 Member Guide, the provisions of these Bylaws shall prevail over the provisions of the Member 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) Spenser Moreland (its president)
By: (signed) Keith Hayes (its secretary)