Bylaws ARTICLE I - Name
Section 1. The name of this organization shall be the New Mexico Industrial Development Executives Association, Inc., hereafter known as NMIDEA.
ARTICLE II - Purpose
Section 1. NMIDEA is organized for the purposes of advancing the profession of industrial and economic development in New Mexico by:
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Providing a forum for the interchange of ideas and stimulating cooperation among its members.
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Disseminating information on the most recent practices and techniques in industrial development.
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Establishing, maintaining, and communicating a code of professional ethics.
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Assisting the New Mexico Legislature and local governments with formulating economic development policy.
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Upgrading skills and knowledge needed for success in the economic development field.
Cooperating with all public agencies and organized bodies in furthering the economic growth of the State of New Mexico.
ARTICLE III - Membership
Section 1. Members: Any individual responsible for the stimulation of new employment and new income in the State of New Mexico shall be eligible for membership upon proper application, payment of the prescribed membership fee, and approval by the NMIDEA Board of Directors.
Persons eligible for Professional membership shall include, but not be limited to: industrial development executives, chamber of commerce executives, industrial executives, executives of financial institutions, industrial land developers, employees of municipal, state, federal, and educational agencies, and others who may be determined eligible for Professional membership by the Board.
Associate membership may be available for other individuals to represent career fields not specifically stated above and subject to approval by the Board of Directors. The Board of Directors may elect to Honorary membership those individuals deemed to merit such distinction because of extraordinary position or performances in the fields of economic and/or industrial development.
Section 2. Membership Fees: Membership fee structure shall be set by the NMIDEA Board of Directors during the association's annual meeting. Honorary members shall pay no membership fees. The fiscal year shall begin on July I and end on June 30 of the following year. All dues will be payable each year for all members on their anniversary date.
Professional, Associate or Honorary. There shall be no limit to the number of individual memberships sustained by any corporation, association, or agency.
Section 3: Voting Eligibility: Members of NMIDEA who have paid the membership fee, and who are otherwise in good standing, may vote on all matters affecting the association. Honorary members are without voting privilege, but may participate in the affairs and deliberations of the association.
Section 4: Application for Membership: Application for membership endorsed by two Professional members, shall be submitted to the Board of Directors for consideration and action. The application shall be considered at the next scheduled Board meeting. A two-thirds affirmative vote on those Board members present shall be required to elect the applicant to membership.
ARTICLE IV - Meetings and Voting
Section 1. Annual Meeting: There shall be an Annual Meeting of the Membership during the month of June each year for the transaction of business, election of Directors for the ensuing year, and to conduct any seminars, symposia, workshops, or other exchange of ideas designed to enhance the professional standing of members and of the association Notice of the Annual Meeting shall be mailed to members in good standing thirty (30) days prior to the meeting date.
Section 2. Special meetings: Special meetings of the membership may be held at any time upon call of the Board of Directors. Notice of the Special meetings shall be mailed to the membership at least seven (7) days prior to the meeting. Only those subjects listed in the notice may be considered.
Section 3. Quorums: One quarter (25%) of the voting members, in person or by written proxy, of NMIDEA shall constitute a quorum at any annual or special meeting.
Section 4. Majority Vote: Questions arising at all meetings shall be determined by a majority vote, unless otherwise stated herein, of the voting members present.
Section 5. Presiding Officer: The President of NMIDEA shall preside over all meetings; in the event of the President's absence or inability to preside over the meeting, the President Elect shall preside.
Section 6. Parliamentary Authority: Robert's Rules of Order, Revised, shall govern the proceedings and conduct of NMIDEA in all cases where applicable, and when not inconsistent with these By-laws.
ARTICLE V - Board of Directors
Section 1. Powers, Duties, Tenure and Election: Affairs of NMIDEA shall be managed by a Board of Directors consisting of thirteen (13) elected members. Six (6) of the Directors shall be representatives of community development organizations, and each of these Directors shall be chosen from six of the seven state planning districts in which his/her community is located. Seven (7) Directors shall be elected at-large from the membership with at least one of these being a representative of a community development organization, the rest from the general membership. The Secretary of the New Mexico Economic Development Department, or designee, shall serve on the Board of Directors as an ex-officio member. The Executive Secretary of NMIDEA shall serve on the Board of Directors as an ex-officio member. The Immediate Past President shall serve on the Board of Directors as an ex-officio member. Directors who have three (3) consecutive absences from Board of Directors meetings which have not been excused by the President, shall be considered as having resigned from the Board. The Board shall be responsible for the election of officers, employment of staff; and management of the association's funds.
Section 2. Spokesperson: The official responsibility of spokesperson and the authority to represent the official position of NMIDEA is held in the office of the President, who may designate that to other members of the Board of Directors whose role in developing the position makes them equally or more appropriate spokesperson of the official position. Official NMIDEA positions may take the form of position papers, reports, media communications, special projects, legislative platforms, resolutions or other documents presented to and approved by the Board of Directors by a simple majority.
Section 3. Terms: To provide continuity of direction in NMIDEA's policy and procedures, the term of Directors shall be two years, staggered with one-half of the Board of Directors to be elected each year. Initial terms for directors serving at time of adoption of these rules shall be determined by drawing.
Section 4. Qualifications of Directors: Board members must be a member of NMIDEA, and be in good standing throughout the term of office. No two members of the Board may be representatives of the same association, organization, or agency.
Section 5. Vacancies: A vacancy on the Board of Directors shall be filled by an interim appointment from the NMIDEA President. Such appointments shall extend until the next Annual meeting at which time a Director shall be elected to fill the unexpired term.
Section 6. Nominating Committee: At least thirty (30) days prior to the Annual meeting, the President shall appoint a Nominating Committee of three members to recommend nominees for election to the Board of Directors.
Section 7. Election of Board of Directors: the slate of Director candidates will be presented at NMIDEAVS annual meeting. Election of directors will be by a simple majority of the members in attendance at NMIDEA's annual meeting.
Section 8. Election of Officers of the Board of Directors: Election of the Officers of the Board of Directors will occur at a Board of Directors meeting held immediately following the annual membership meeting. The incumbent President shall preside at this meeting for the purpose of electing officers.
Section 9. Meetings: The Board of Directors shall meet each calendar quarter by call of the President. Special Board Meetings may be called by the President, or by petition of four or more members to the President. Notice of Special Board Meeting shall be given each Director at least twenty-four (24) hours prior to the "Call to order" of such meeting.
Section 10. Board of Directors Quorum: A majority of Directors in office shall be necessary to constitute a quorum for the transaction of business.
ARTICLE VI - Officers and Staff
Section 1. General: The Board of Directors, from its membership, shall elect a President, a President Elect, a Secretary, and a Treasurer to serve for a period of one year.
No two (2) elected offices may be held simultaneously by the same individual. The Board may elect an Assistant Secretary, Assistant Treasurer, and elect such other officers as in its judgment may be deemed necessary.
Section. 2 President: The President shall preside at all meetings of the membership and the Board of Directors; the President shall call Special Meetings of the membership and/or the Board of Directors as appropriate and necessary, and shall serve as ex-officio on all committees. The President shall perform all other duties generally associated with that office. The President, upon term completion, shall serve ex-officio on the Board of Directors for one year under the title of Immediate Past President.
Section 3. President Elect: In the absence or inability of the President to act, the duties of that office shall be performed by the President Elect, who may exercise all powers generally associated with the office of President. The President Elect shall serve as chairman of the Program Committee.
Section 4. Secretary: The Secretary shall keep the minutes of all meetings of the membership, the Board, and the Executive Committee. The Secretary shall perform the duties and functions customarily performed by the Secretary of an association, together with such other duties as the Board may prescribe.
Section 5. Treasurer: The Treasurer shall supervise the maintenance of NMIDEA monies and report any irregularities which might be found by the Board of Directors. The Treasurer shall serve as chairman of the Budget Committee, and report the financial standing of NMH)EA to the membership at the Annual Meeting.
Section 6. Staff: The Board of Directors may employ staff to assist with the business and general management of NMIDEA, and may spend NMIDEA funds for this purpose. The scope of work for staff must be approved by a simple majority of the Board of Directors. Supervision and assignment of duties for staff members shall be the responsibility of the President.
Section 7. Executive Secretary: An Executive Secretary may be hired by the Board of Directors to keep all records and accounts of NMIDEA; to maintain membership lists and organize programs to increase the membership; to collect all fees, contributions, or other income which might accrue; and to make full and accurate accounting of receipts and disbursements to the Board of Directors through the NMIDEA Treasurer. The Executive Secretary shall prepare agendas and programs, and perform other duties as established by the Board of Directors. The Executive Secretary shall serve at the pleasure of the Board of Directors, but his operations activities shall be supervised by the President of NMIDEA. Remuneration for duties shall be negotiated and established by the Board of Directors which will also establish policies for the payment of office and travel expenses. The Executive Secretary shall serve as an ex-officio member of the Board of Directors. All records, accounts, equipment, or other property of NMIDEA shall be delivered to the President of the Board of Directors upon termination of employment.
Section 8. The Board of Directors may require the bonding of any officer or employee of NMIDEA.
Section 9. Committees: Committees, ad hoc and/or standing, are created by the President with the approval of the Board of Directors, and serve at the discretion of the President. No committee may obligate NMIDEA to expenditure of funds or commit NMIDEA to specific action without the approval of the Board of Directors.
ARTICLE VII - Compensation
Section 1. Compensation may be paid for services rendered when such payment shall have been approved in advance by the Board of Directors. No officer or director of NMIDEA shall receive, or become entitled to receive, compensation in any form from NMIDEA during their term of office.
ARTICLE VIII- Finance
Section 1. Deposit of Funds: All funds received by NMIDEA from whatever source shall be deposited in its account at a bank doing business in the State of New Mexico as designated by the Board of Directors.
Section 2. Annual Budget: An annual budget shall be prepared under the chairmanship of the NMIDEA Treasurer and shall be approved by the Board of Directors prior to gaining consent of the general membership at the Annual Meeting. The budget shall be designed to cover activities of the ensuing fiscal year.
Section 3. Fiscal year: The fiscal year of NMIDEA shall be from July 1 through June 30 of the following year.
Section 4. Disbursements: All disbursements must be approved and ordered by the Board of Directors. Budgetary approval of normal and usually recurring expense is sufficient consent of the Board for payment of ordinary accounts. All expenditures must be properly vouchered and properly maintained. All disbursements shall be made by check, and checks shall bear the signature of two elected officials.
Section 5. Audit: Records and accounts of NMIDEA shall be audited annually prior to the Annual Meeting by a committee of three members appointed by the President. Interim audit may be ordered by the Board of Directors when deemed to be justified by majority of its members.
Section 6. Books and Records: The books and records of NMIDEA shall be maintained in accordance with good accounting practices consistently applied.
Section 7. Depositories: All sums received by NMIDEA shall be promptly deposited to such accounts with such depositories as shall he designated by the Board.
Section 8. Association Monies: No member of NMII)EA shall be entitled to any portion of the funds of NMIDEA. Said funds shall not inure to the benefit of any private person and shall be held and used only for the purposes specified in the By-laws or in the Articles of Incorporation of NMIDEA; however, NMIDEA may pay a member of NMIDEA for goods and services provided to NMIDEA.
ARTICLE IX - Miscellaneous
Section 1. Non-profit: The New Mexico Industrial Development Executives Association shall be registered under the Laws of the State of New Mexico as a nonprofit corporation. The income of NMIDEA shall in no way benefit any office, director, or member of NMIDEA.
Section 2. Dissolution: Any funds, properties, or other assets of value belonging to the New Mexico Industrial Development Executives Association shall, upon a membership vote to dissolve the association, be distributed among charitable organizations selected by the final meeting of the Board of Directors.
Section 3. Amendment: These By-laws may be amended by a two-thirds majority vote of the members present at the Annual Meeting, or at a Special Meeting called for that purpose. Proposed amendments shall be included in the notice, or call, of the meeting. |
