Last Frontier Landowners’ Association Amended Bylaws May 26, 2012
ARTICLE I - OFFICES
Section 1- Principal Office
The Principal office of the Corporation shall be in the Last Frontier Subdivision of Datil, County of Catron, and State of New Mexico.
Section 2- Other Offices
The Corporation shall have no other offices at such other places within or without the State of New Mexico without the consent of the membership.
Section 3- Registered Office
The registered office of the Corporation shall be established and maintained at Lot 27A, Last Frontier Subdivision, Datil, New Mexico 87821 in the County of Catron, State of New Mexico.
ARTICLE II - MEETING OF MEMBERSSection 1- Annual Meeting
Annual meetings of the Members for the election of Directors and for other such business as may be stated in the notice of the meeting, or as may properly come before the meeting shall be held as such places, within the State of New Mexico, and at such times and dates as the Board of Directors, by resolution, shall determine and as set forth in the notice the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the Annual Meeting of the Members shall be held at the principal office of the Corporation on the Saturday of Memorial Day weekend at one o’clock p.m. in each year.
Section 2- Other Meetings
Meeting of Directors shall be held quarterly, at a time and place, as shall be stated in the notice of the meeting. Thirty minutes may be set aside for comments, suggestions or complaints of the voting Members. During all meetings, the Directors, at their discretion, may prohibit the use of recording devices, to include tape and video, if the use of these devices shall interrupt or impede the meeting. At their discretion, the business portion of the Quarterly Meeting may be closed. Special meetings may be called at any time the need arises, such meetings will be held at time and place designated by the Board of Directors, in keeping with the notification requirements of Article VIII of the Bylaws.
ARTICLE I - OFFICES
Section 1- Principal Office
The Principal office of the Corporation shall be in the Last Frontier Subdivision of Datil, County of Catron, and State of New Mexico.
Section 2- Other Offices
The Corporation shall have no other offices at such other places within or without the State of New Mexico without the consent of the membership.
Section 3- Registered Office
The registered office of the Corporation shall be established and maintained at Lot 27A, Last Frontier Subdivision, Datil, New Mexico 87821 in the County of Catron, State of New Mexico.
ARTICLE II - MEETING OF MEMBERSSection 1- Annual Meeting
Annual meetings of the Members for the election of Directors and for other such business as may be stated in the notice of the meeting, or as may properly come before the meeting shall be held as such places, within the State of New Mexico, and at such times and dates as the Board of Directors, by resolution, shall determine and as set forth in the notice the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the Annual Meeting of the Members shall be held at the principal office of the Corporation on the Saturday of Memorial Day weekend at one o’clock p.m. in each year.
Section 2- Other Meetings
Meeting of Directors shall be held quarterly, at a time and place, as shall be stated in the notice of the meeting. Thirty minutes may be set aside for comments, suggestions or complaints of the voting Members. During all meetings, the Directors, at their discretion, may prohibit the use of recording devices, to include tape and video, if the use of these devices shall interrupt or impede the meeting. At their discretion, the business portion of the Quarterly Meeting may be closed. Special meetings may be called at any time the need arises, such meetings will be held at time and place designated by the Board of Directors, in keeping with the notification requirements of Article VIII of the Bylaws.
Section 2- Other Meetings (cont)
Emergency meetings for the protection of life and safety of its members may be called at any time.
Section 3- Voting
Each member will be entitled to vote in accordance with the Certificate of Incorporation and these Bylaws. Members shall be entitled to one vote, for each lot owned, with annual Association dues paid in full to date, either in person or by ballot.
All elections of Directors shall be decided by plurality vote; all other questions shall be decided by majority vote, except as otherwise provided by the Certificate of Incorporation or the laws of the State of New Mexico.
Section 4-Membership
The Officer in charge who has charge of the membership ledger of the Corporation shall prepare a complete alphabetical address list of the Members entitled to vote at the ensuing election. The list shall be available for inspection at the meeting.
Section 5- Quorum
Except as otherwise required by law, by the Certificate of Incorporation, or these Bylaws, the presence, in person or by ballot, of twenty members of the Corporation entitled to vote thereat shall constitute a quorum at an Annual Meeting for the transaction business. Quorum for quarterly Director Meetings shall be three.
Section 6- Action without Meeting
Except as otherwise provided by the Certificate of Incorporation whenever the vote of Members at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statues, or the Certificate of Incorporation or of these Bylaws, the meeting and vote of Members may be dispensed with, if all Members who would have been entitled to vote upon the action of such meeting were held, shall consent in writing to such corporation action being taken.
ARTICLE III - DIRECTORS Section 1- Number and Term
The number of Directors will be five with one alternate. The term will be a staggered two-year term with three members standing for election each year. Only landowners with dues paid in full to date are eligible for election.
Emergency meetings for the protection of life and safety of its members may be called at any time.
Section 3- Voting
Each member will be entitled to vote in accordance with the Certificate of Incorporation and these Bylaws. Members shall be entitled to one vote, for each lot owned, with annual Association dues paid in full to date, either in person or by ballot.
All elections of Directors shall be decided by plurality vote; all other questions shall be decided by majority vote, except as otherwise provided by the Certificate of Incorporation or the laws of the State of New Mexico.
Section 4-Membership
The Officer in charge who has charge of the membership ledger of the Corporation shall prepare a complete alphabetical address list of the Members entitled to vote at the ensuing election. The list shall be available for inspection at the meeting.
Section 5- Quorum
Except as otherwise required by law, by the Certificate of Incorporation, or these Bylaws, the presence, in person or by ballot, of twenty members of the Corporation entitled to vote thereat shall constitute a quorum at an Annual Meeting for the transaction business. Quorum for quarterly Director Meetings shall be three.
Section 6- Action without Meeting
Except as otherwise provided by the Certificate of Incorporation whenever the vote of Members at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statues, or the Certificate of Incorporation or of these Bylaws, the meeting and vote of Members may be dispensed with, if all Members who would have been entitled to vote upon the action of such meeting were held, shall consent in writing to such corporation action being taken.
ARTICLE III - DIRECTORS Section 1- Number and Term
The number of Directors will be five with one alternate. The term will be a staggered two-year term with three members standing for election each year. Only landowners with dues paid in full to date are eligible for election.
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Article III - Directors (cont)
Section 2- Resignations
Any Director, Member of a Committee or other Officer may resign at any time. Such resignations shall be made in writing and shall take effect at the time specified therein, and if no time is specified, at the time of its receipt by any Director of the Board. The acceptance of a resignation shall not be necessary to make it effective.
Section 3- Vacancies
If the office of any Director, Member of a Committee or any other Office becomes vacant, the remaining Directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, and hold office for the unexpired term and until successor shall be duly chosen.
Section 4-Removal
Any Director or Directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all membership entitled to vote, in a special vote for that purpose, and the vacancies thus created may be filled by the affirmative vote of a majority of the Members entitled to vote. The process will be conducted via the postal service to all eligible members.
Section 5- Compensation
Directors shall not receive any stated salary for their services or attendance of Directors meetings or member committee meetings. In addition, no Board member may perform services for profit for the Board of the Last Frontier Landowners Association.
Section 6-Action without meeting
Any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting, if prior to such action a written consent thereof is signed by all Members of the Board, or if such committee as the case may be and such written consent is filed with the Minutes of proceeding of the Board or Committee.
Section 2- Resignations
Any Director, Member of a Committee or other Officer may resign at any time. Such resignations shall be made in writing and shall take effect at the time specified therein, and if no time is specified, at the time of its receipt by any Director of the Board. The acceptance of a resignation shall not be necessary to make it effective.
Section 3- Vacancies
If the office of any Director, Member of a Committee or any other Office becomes vacant, the remaining Directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, and hold office for the unexpired term and until successor shall be duly chosen.
Section 4-Removal
Any Director or Directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all membership entitled to vote, in a special vote for that purpose, and the vacancies thus created may be filled by the affirmative vote of a majority of the Members entitled to vote. The process will be conducted via the postal service to all eligible members.
Section 5- Compensation
Directors shall not receive any stated salary for their services or attendance of Directors meetings or member committee meetings. In addition, no Board member may perform services for profit for the Board of the Last Frontier Landowners Association.
Section 6-Action without meeting
Any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting, if prior to such action a written consent thereof is signed by all Members of the Board, or if such committee as the case may be and such written consent is filed with the Minutes of proceeding of the Board or Committee.
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Section 1- Officers
ARTICLE IV - OFFICERS
The Officers of the Corporation shall consist of a President, Vice President, Secretary and Treasurer, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. The Officers of the Corporation will be Directors. The officers shall be appointed at the first meeting of the Board of Directors after each Annual meeting. Only one member of a household may serve on the Board of Directors at any one time. No two members of an immediate family may serve on the same Board of Directors. More than two offices may be held by the same person, except President and Secretary.
Section 2- Other Officers and Agents
The Board of Directors may appoint such Officers and Agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.
Section 3- President
The President shall be the Chief Executive Officer of the Corporation and shall have the general powers and duties of supervision and management usually vested in the office of the President of a Corporation. He shall preside at all meetings of the Members, if present thereat, and at the meetings of the Board of Directors, and shall have general supervision, direction and control of the affairs of the Corporation.
Section 4- Vice President
The Vice President shall have such powers and shall perform such duties as shall be assigned to him by the Directors. He shall preside at meetings of the Board of Directors in the absence of the President.
Section 5-Secretary
The secretary shall give, or cause to be given, notice of all meetings of the Members and Directors, and all other notices required by law or these Bylaws, and in case of his/her absence, or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President or by Directors, or Members, upon whose requisition the meeting is called provided by these Bylaws. He/she shall record all the proceedings of all meetings of the Corporation and of the Directors and keep a file of such proceedings.
Section 2- Other Officers and Agents
The Board of Directors may appoint such Officers and Agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.
Section 3- President
The President shall be the Chief Executive Officer of the Corporation and shall have the general powers and duties of supervision and management usually vested in the office of the President of a Corporation. He shall preside at all meetings of the Members, if present thereat, and at the meetings of the Board of Directors, and shall have general supervision, direction and control of the affairs of the Corporation.
Section 4- Vice President
The Vice President shall have such powers and shall perform such duties as shall be assigned to him by the Directors. He shall preside at meetings of the Board of Directors in the absence of the President.
Section 5-Secretary
The secretary shall give, or cause to be given, notice of all meetings of the Members and Directors, and all other notices required by law or these Bylaws, and in case of his/her absence, or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President or by Directors, or Members, upon whose requisition the meeting is called provided by these Bylaws. He/she shall record all the proceedings of all meetings of the Corporation and of the Directors and keep a file of such proceedings.
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Section 6 – Treasurer
The Treasurer shall have custody of the corporate funds and properties for which he/she shall maintain an up-to-date inventory and accounting of said properties. He/she shall keep full and accurate accounts of receipts and disbursements of the Corporation. Deposit all monies and other valuables in the name and to credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He/she shall render to the President and Board of Directors at the regular meeting of the Board of Directors, or whenever they request it, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation.
ARTICLE V - ANNUAL DUES Section 1-Payment of Annual Dues
Annual dues, per lot, in the amount determined by the Board of Directors and approved by the members at the Annual Meeting, shall be due no later than the end of the May Annual Meeting.
Section 2- Non payment of Annual Dues
In the event the annual dues remain unpaid at the end of the following year’s Annual meeting, the Officers of the Corporation will take such action as deemed necessary to collect the annual dues. A $30.00 late fee will be imposed for late payment per year, per lot and this late fee will be compounded annually. The action will include a placing of a lien with the Catron County Registry on said property, and may include turning the claim to a Collection Agency, Small Claims Court and garnishing of wages, allowed by law, at owner’s expense.
ARTICLE VI - FISCAL YEAR
Section 1-Fiscal Year
The Fiscal Year of the Corporation shall start on 31st day of May of each calendar year.
The Treasurer shall have custody of the corporate funds and properties for which he/she shall maintain an up-to-date inventory and accounting of said properties. He/she shall keep full and accurate accounts of receipts and disbursements of the Corporation. Deposit all monies and other valuables in the name and to credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He/she shall render to the President and Board of Directors at the regular meeting of the Board of Directors, or whenever they request it, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation.
ARTICLE V - ANNUAL DUES Section 1-Payment of Annual Dues
Annual dues, per lot, in the amount determined by the Board of Directors and approved by the members at the Annual Meeting, shall be due no later than the end of the May Annual Meeting.
Section 2- Non payment of Annual Dues
In the event the annual dues remain unpaid at the end of the following year’s Annual meeting, the Officers of the Corporation will take such action as deemed necessary to collect the annual dues. A $30.00 late fee will be imposed for late payment per year, per lot and this late fee will be compounded annually. The action will include a placing of a lien with the Catron County Registry on said property, and may include turning the claim to a Collection Agency, Small Claims Court and garnishing of wages, allowed by law, at owner’s expense.
ARTICLE VI - FISCAL YEAR
Section 1-Fiscal Year
The Fiscal Year of the Corporation shall start on 31st day of May of each calendar year.
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ARTICLE VII - EXECUTION OF CORPORATION INSTRUMENTS Section 1- Instruments
All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by two Officers.
ARTICLE VIII - NOTICE OF MEMBERS’ MEETINGS/WAIVERS Section 1-Notice
Unless otherwise provided in the Articles Of Incorporation or the Bylaws, written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which meeting is called, shall be delivered not less than two nor more than fifteen days before the meeting, either personally or by email or U.S. mail to each member entitled to vote at the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the corporation with postage thereon prepaid.
ARTICLE IX - WELL AND ROAD MAINTENANCE Section 1- Performance and Usage
No one will perform any maintenance on wells, roads or Right of Ways without the consent of the Board of Directors of the Last Frontier Landowners’ Association.
When a landowner becomes a full time resident, they are expected to install their own well. The water is to be used for landowners only. It is not permissible for a landowner to give anyone that doesn’t reside in Last Frontier, their rights for water usage. The Board of Directors of the Last Frontier Landowners’ Association shall be notified of any application with the New Mexico Office of the State Engineer for a well permit requesting a diversion greater than three acre-feet of water per year.
ARTICLE X - BYLAWS AMENDMENTS/ALTERATIONS Section 2-Amendments/Alterations
These Bylaws may not be amended or altered by the Board of Directors without the consent through a mailed ballot of the full membership of those who are entitled to vote.
All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by two Officers.
ARTICLE VIII - NOTICE OF MEMBERS’ MEETINGS/WAIVERS Section 1-Notice
Unless otherwise provided in the Articles Of Incorporation or the Bylaws, written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which meeting is called, shall be delivered not less than two nor more than fifteen days before the meeting, either personally or by email or U.S. mail to each member entitled to vote at the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the corporation with postage thereon prepaid.
ARTICLE IX - WELL AND ROAD MAINTENANCE Section 1- Performance and Usage
No one will perform any maintenance on wells, roads or Right of Ways without the consent of the Board of Directors of the Last Frontier Landowners’ Association.
When a landowner becomes a full time resident, they are expected to install their own well. The water is to be used for landowners only. It is not permissible for a landowner to give anyone that doesn’t reside in Last Frontier, their rights for water usage. The Board of Directors of the Last Frontier Landowners’ Association shall be notified of any application with the New Mexico Office of the State Engineer for a well permit requesting a diversion greater than three acre-feet of water per year.
ARTICLE X - BYLAWS AMENDMENTS/ALTERATIONS Section 2-Amendments/Alterations
These Bylaws may not be amended or altered by the Board of Directors without the consent through a mailed ballot of the full membership of those who are entitled to vote.
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____________________
David Dalby, President___________________ Brad Hance, Secretary
The Last Frontier Landowners’ Association HC 61 Box 1539
Datil, NM 87821
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