NEW MEXICO SOCIETY OF ASSOCIATION EXECUTIVES
P.O. Box 9284, Santa Fe, NM 87504
BYLAWS (most recently amended June 20, 1997)
Article I - Name
The name of this association shall be NEW MEXICO SOCIETY OF ASSOCIATION EXECUTIVES, hereinafter referred to as NMSAE, a non-profit corporation incorporated in New Mexico.
Article II - Purpose
NMSAE is a non-profit organization of association executives dedicated to professionalism:
a. association management
b. continuing education
c. the sharing of ideas, knowledge and information
d. the promotion of the image and identity of NMSAE and the association executive
e. legislative activity
Article III - Restrictions
All policies and activities of NMSAE shall be consistent with applicable federal, state and local antitrust, trade regulation or other legal requirements.
Article IV - Membership
Section 1. REGULAR MEMBERS. Regular voting membership in NMSAE shall be limited to chief executives who devote fifty percent (50%) or more of their working time to the management and/or advocacy role of voluntary trade, professional, education, philanthropic, technical or similar type organizations; and shall not include such organizations as cooperative buying or selling groups, strictly political groups or labor groups.
Section 2. The following membership classes shall have no vote nor be eligible to hold office in the Society, except an Associate or Affiliate may serve as a voting member of the Board of Directors.
(A) ASSOCIATE MEMBERS. Associate members shall be any additional staff persons whose chief executive is a Regular member or is a person who devotes less than fifty percent (50%) of his working time to the management and or advocacy role of voluntary trade, professional, education, philanthropic, technical or similar type organizations; individuals formerly holding Regular membership who no longer qualify for such membership; however, it shall not include such organizations as cooperative buying or selling groups, strictly political groups or labor groups.
(B) AFFILIATE MEMBERS. Affiliate membership shall be available to any person representing a firm or a corporation engaged in selling products or services to members of NMSAE or a person who devotes all or part of his/her working time in an advocacy role for a voluntary, trade professional, education, philanthropic, technical or similar type organization ( it is understood that this includes affiliate members who specialize in governmental relations or public affairs);
(C) CORPORATE AFFILIATE MEMBERS. Corporate Affiliate membership shall be available to any firm or corporation engaged in selling products or services to members of NMSAE. The firm or corporation may designate no more than three individuals.
(D) LIFE AND HONORARY MEMBERS. Life and Honorary membership may be conferred upon members of NMSAE at such time and under such terms as the Board of Directors shall determine.
Section 3. APPLICATIONS FOR MEMBERSHIP. All Applicants for membership must complete and sign the application form provided by NMSAE and submit the application to the Secretary of NMSAE. The application shall be submitted to the Board of Directors which will accept or reject the application by majority vote.
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Section 4. TRANSFER OF MEMBERSHIP. Transfer of membership is prohibited. NMSAE is an individual membership society, and membership may not be transferred from one individual to another.
Section 5. RESIGNATION. Any member may resign by filing written resignation with the Board of Directors. Resignation does not relieve a member from liability for dues accrued and unpaid as of the date of resignation.
Section 6. EXPULSION. Any member may be expelled or censured for adequate reason by a two-thirds vote of the Board of Directors.
a. Failure to pay dues is adequate reason for expulsion.
b. Members are subject to censure or expulsion for violation of the Standards of Conduct as established by NMSAE or for violations of the bylaws of this association.
c. Any member proposed for expulsion shall be given advance written notice, including the reason for the proposed expulsion, and shall be permitted to contest the proposed expulsion in writing, or in person, before the Board of Directors. A written notice of the Board of Directorsâ€™ decision shall be remitted to the member in question.
Article V - Dues and Assessments
Section 1. DUES. Dues are established by the Board of Directors.
Section 2. DELINQUENCY. Any member of NMSAE who is delinquent in dues for a period of thirty (30) days shall be notified of the delinquency. If dues are not paid within the succeeding thirty (30) days, the delinquent member forfeits all rights and privileges of membership until such time that the dues are paid.
Section 3. REFUNDS. No dues, fees, or assessments shall be refunded.
Section 4. ASSESSMENTS.
a. All Regular members of NMSAE shall be responsible on a pro-rata basis for any special assessments as determined by the Board of Directors and ratified by the membership.
b. All Regular, Affiliate and Associate members who contract to use the legislative office at the State Capitol shall be responsible for a pro-rata assessment of the expenses incurred for that office. If a member wishes to be included in the use of the legislative office, written notification, accompanied by the Board, must be received prior to January 1st.
Article VI - Board of Directors
Section 1. DIRECTORS. The governing body of NMSAE is the Board of Directors, which has authority and is responsible for the supervision, control and direction of NMSAE.
Section 2. COMPOSITION OF THE BOARD. The Board of Directors shall be composed of eleven (11) members: The President, Vice-President, Secretary, Treasurer, immediate Past President, four (4) members elected at large from the Regular membership, one (1) Associate member appointed by the President and one (1) Affiliate member appointed by the President.
Section 3. ELECTION AND TERM OF OFFICE. At each annual meeting of NMSAE, an election shall be held to select the Board of Directors. A written slate shall be presented in advance by the Nominating Committee. Nominations from the floor shall be accepted. Directors serve staggered terms of two years, and no director may serve more than two (2) succeeding terms. A person appointed to fill an unexpired term may serve a subsequent elected term.
Section 4. VACANCIES. If a vacancy occurs on the Board for any reason, the position is filled by the Board for the unexpired portion of the term.
Section 5. MEETINGS. The Board of Directors shall meet at least four times annually. A majority of members of the Board, including the President or Vice President, shall constitute a quorum for the transaction of business. A majority of directors where a quorum is present is necessary to make a decision, except where a quorum is required by law, or by these Bylaws. Mail voting shall be permitted, and voting by phone shall be permitted at any meeting called by the President. Such vote shall be ratified at the next regular meeting of the Board of Directors.
Section 6. REMOVAL. A Director may be removed for adequate reason by a two-thirds vote of the regular membership.
Section 7. COMPENSATION. Directors do not receive compensation for services.
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Article VII - Officers
Section 1. OFFICERS. Officers of NMSAE are President, Vice-President, Secretary, and Treasurer.
Section 2. QUALIFICATIONS. Officers must be Regular members of NMSAE who have been elected Directors. No person may hold more than one office at the same time. Officers may serve consecutive terms.
Section 3. ELECTION AND TERM OF OFFICE. At each annual meeting of NMSAE an election shall be held to select new officers from a written slate presented in advance by the Nominating Committee. Nominations from the floor may be accepted. Officers serve for one year.
Section 4. DUTIES. The officers perform those duties that are usual to their positions and that are assigned to them by the Board of Directors. The President of NMSAE acts as Chairman of the Board of Directors. In the absence of the President, the Vice-President shall serve. The Treasurer shall be the financial officer of the Association, and the Secretary maintains the records of NMSAE.
Section 5. VACANCIES. If a vacancy occurs among the officers, the portion shall be filled by the Board of Directors for the unexpired portion of the term.
Section 6. REMOVAL. An officer may be removed for adequate reason by a two -thirds vote of the Boad of Directors.
Section 7. COMPENSATION. Officers shall not receive compensation for their services.
Article VIII - Meetings
Section 1. ANNUAL MEMBERSHIP MEETING. NMSAE shall hold an Annual Meeting of the Regular membership at the place and on the date that the Board of Directors determines.
Section 2. MEETINGS. Meetings of NMSAE may be called by the Board of Directors at any time, but no less than once per quarter.
Section 3. NOTICE. The Board of Directors shall give NMSAE members reasonable notice of all meetings. Notice of the Annual Meeting shall be in writing at least thirty (30) days prior to the meeting.
Section 4. VOTING. Shall be limited to Regular members. The presence of twenty-five percent (25%) of the Regular Membership shall constitute a quorum. A majority of members where a quorum is present is necessary to make a decision, except where some other number is required by law or by these Bylaws. Proxy voting shall not permitted. Mail voting shall be permitted.
Article IX - Committees
Section 1. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the officers and immediate Past President and may act in the place of the Board of Directors subject to approval by the Board of Directors at its next meeting.
Section 2. NOMINATING COMMITTEE. The Nominating Committee shall consist of the Immediate Past President, two other past presidents, and two Regular members at large who are appointed by the Board of Directors. The Immediate Past President shall be the Chairman of the committee.
Section 3. OTHER COMMITTEES. The President shall appoint whatever committees are necessary.
Article X- General Counsel
Section 1. A general counsel may be appointed or terminated by the Board of Directors.
Article XI- Auditors
Section 1. Auditors may be appointed or terminated by the Board of Directors.
Article XII- Rules
Section 1. The Board of Directors may establish rules that are consistent with these Bylaws for the policies, procedures, and programs of NMSAE.
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Section 2. ROBERTâ€™S RULE OF ORDER (latest edition), shall be the authority on all questions of Parliamentary Law, unless in conflict with these Bylaws and any special rules NMSAE may adopt, or with the laws of the State of New Mexico.
Article XIII- Amendments
Section 1. Amendments to these Bylaws may be made, with at least thirty (30) days prior written notice to the members present at the Annual Meeting.
Article XIV- Association Staff
Section 1. The Board shall be allowed to employ a salaried person to assist in the administration of NMSAE. Terms and conditions of such employment shall be specified by the Board. The Board shall have the authority to determine the compensation and other financial arrangements of said employee.
Article XV- Policy
Section 1. It is the undeviating policy of NMSAE to comply strictly with the letter and spirit of all federal, state, and applicable international trade regulations and antitrust laws.
Section 2. Any activities of NMSAE or association -related actions of its officers, directors or members which violate these regulations and laws are detrimental to the interests of NMSAE and are unequivocally contrary to NMSAE policy.