ࡱ> PRO7 GbjbjUU ;[7|7|Bl>>>>>>>RLLL8,R^      $ !D>D>>Yd>>Nr>> %RLJlLo0!\!RR>>>>BYLAWS OF SOUTHWEST NORDIC SKI CLUB MEMBERS SECTION 1.1 Members. Any person 18 years of age or older who supports the mission and purpose of the organization and who pays any membership fees or fulfills other member qualification requirements which may reasonably be determined by the Board of Directors may be a member of the organization and entitled to cast one vote on all matters which properly come before the membership for consideration. There shall be only one class of membership. Votes by proxy are prohibited. SECTION 1.2 Annual Meeting of Members. There shall be an annual meeting of members which shall be held at a time and place determined by the Board of Directors. Ten days written notice of the annual meeting shall be provided to all members of record by electronic communication or by regular mail or by a method of publication determined by the Board of Directors. SECTION 1.3 Other Meetings of Members. The Board may call meetings of members in addition to the annual meeting by providing written notice to the members by electronic communication or by regular mail or by a method of publication determined by the Board of Directors, said notice to be provided not less than 10 days prior to the date of the meeting. SECTION 1.4 Quorum. Members holding one-tenth of the votes entitled to be cast on the matter to be voted upon by the members present at a meeting shall constitute a quorum. A majority of the votes entitled to be cast on the matter to be voted upon by the members present at a meeting at which a quorum is present shall be necessary for the adoption unless a greater proportion is required by the New Mexico Nonprofit Corporation Act. DIRECTORS SECTION2.1Number and method of election. The Board of Directors of this corporation shall consist of no fewer than three and no more than fifteen persons, and, subject to such limitation, the number of members of the Board of Directors shall be such as may be designated from time to time by the Board of Directors. The initial Board of Directors shall consist of the persons designated in the Articles of Incorporation of this corporation who shall serve until the time indicates in the Articles of Incorporation. Thereafter, directors of this corporation shall be elected by the Members at each annual meeting of this corporation. SECTION2.2Terms. Except as otherwise provided in Section2.1, each director of this corporation shall be elected to serve for a term of one year. A director shall hold office for the term for which he or she was elected, and, unless the Board of Directors has determined that a successor will not be elected, until his or her successor has been elected and has qualified, or until the directors prior death, resignation or removal. SECTION2.3Removal; resignation; vacancies. Any director may at any time be removed with or without cause by the Board of Directors. Any director may resign at any time by giving written notice to the Chairperson or the Secretary. The resignation shall be effective without acceptance when the notice is received by the Chairperson or the Secretary, unless a later effective date is specified in the notice. Any vacancy occurring because of the death, resignation or removal of a director may be filled by a person elected by the Board of Directors for the unexpired term of such director. Any vacancy resulting from an increase in the number of members of the Board of Directors may be filled by a person elected by the Members for a full term of office. SECTION2.4Honorary directors. The Board of Directors may, from time to time, elect one or more or honorary directors of this corporation who shall be advisory members of the Board of Directors of this corporation. Any such election shall be for such term and based on such criteria as the Board of Directors from time to time deems appropriate. All honorary directors shall be nonvoting directors of this corporation. MEETINGS OF THE BOARD OF DIRECTORS SECTION3.1Annual meeting. The annual meeting of the Board of Directors for the purpose of electing officers and transacting such other business as may properly come before the meeting shall be held each year at the time and place, within or without the State of New Mexico, designated from time to time by the Board of Directors. SECTION3.2Other meetings. Other meetings of the Board of Directors may be held at such time and place as are announced at a previous meeting of the Board of Directors. Meetings of the Board of Directors may also be called at any time (a)by the Chairperson, (b)by the Board of Directors, or (c)upon the written request of two or more members of the Board of Directors. Anyone entitled to call a meeting of the Board of Directors may make a written request to the Secretary to call the meeting, and the Secretary shall give notice of the meeting, setting forth the time and place thereof, to be held between two and thirty days after receiving the request. If the Secretary fails to give notice of the meeting within seven days from the day on which the request was made, the person or persons who requested the meeting may fix the time and place of the meeting and give notice in the manner hereinafter provided. SECTION3.3Notice of meetings. Notice of each meeting of the Board of Directors for which notice is required stating the time and place thereof shall be given to all directors by electronic communication or in person at least two days before the meeting, or shall be mailed to each director at least five days before the meeting. All such notices not given in person shall be sent to the director at his or her postal or electronic address according to the latest available records of this corporation. Any director may waive notice of a meeting before, at or after the meeting, orally, in writing, by electronic communication or by attendance. Attendance at a meeting is deemed a waiver unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and the director does not participate in the meeting. SECTION3.4Quorum and voting. The presence of a majority of the members of the Board of Directors shall constitute a quorum at any meeting thereof, but the directors present at any meeting, although less than a quorum, may adjourn the meeting from time to time to obtain a quorum. If a quorum is present when a duly called meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of one or more directors leaves less than the number otherwise required for a quorum. At all meetings of the Board of Directors, each director shall be entitled to cast one vote on any question coming before the meeting. A majority vote of the directors present at any meeting, if there be a quorum, shall be sufficient to transact any business, unless a greater number of votes are required by law or these bylaws. A director shall not appoint a proxy for himself or herself or vote by proxy at a meeting of the Board of Directors. For purposes of determining whether a director has met his or her fiduciary duties as a director, but for no other purpose, a director who is present at a meeting of the Board of Directors when an action is approved by the Board of Directors is presumed to have assented to the action unless the director votes against the action or is prohibited from voting on the action. SECTION3.5Action without a meeting. Any action that could be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors. SECTION3.6Director conflicts of interest. This corporation shall not enter into any contract or transaction with (a) its director or a member of the family of a director; (b) a director of a related organization or a member of the family of a director of a related organization; or (c) an organization in or of which this corporations director, or a member of the family of its director, is a director, officer or legal representative or has a material financial interest; unless the material facts as to the contract or transaction and as to the directors interest are fully disclosed or known to the Board of Directors, and the Board of Directors authorizes, approves, or ratifies the contract or transaction in good faith by the affirmative vote (without counting the interested director) of a majority of the entire Board of Directors, at a meeting at which there is a quorum without counting the interested director. For purposes of these bylaws, member of the family of a director shall mean a spouse, parent, child, spouse of a child, brother, sister, or spouse of a brother or sister, of the director. Failure to comply with the provisions of this Section shall not invalidate any contract or transaction to which this corporation is a party. OFFICERS SECTION4.1Designations and term. The officers of this corporation shall be a Chairperson, a Vice-Chairperson, a Secretary, a Treasurer and such other officers as the Board of Directors may from time to time designate. Officers shall be elected by the Board of Directors to serve for terms of one year and until their respective successors are elected and have qualified. Any officer may at any time be removed by the Board of Directors with or without cause. Any officer may resign at any time by giving written notice to the Chairperson or the Secretary. The resignation shall be effective without acceptance when the notice is received by the Chairperson or the Secretary, unless a later effective date is specified in the notice. The same person may hold more than one office at the same time, except the offices of (a)Chairperson and Vice Chairperson, and (b)Chairperson and Secretary. SECTION4.2Chairperson of the Board. The Chairperson of the Board, if one has been elected, and in his or her absence, the Vice Chairperson, shall (a) preside at all meetings of the Board of Directors and the Executive Committee; (b) see that orders and resolutions of the Board of Directors are carried into effect; (c) sign and deliver in the name of this corporation deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of this corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles of Incorporation, the bylaws or the Board of Directors to another person. The Chairperson of the Board shall have the specific powers conferred by these bylaws and such further powers and duties as from time to time may be assigned to him or her by the Board of Directors. SECTION4.3Vice Chairperson of the Board. In the absence or disability of the Chairperson of the Board, the Vice Chairperson of the Board shall perform the duties of the Chairperson. The Vice Chairperson of the Board shall also have such further powers and duties as may be assigned to him or her by the Board of Directors. SECTION4.4Secretary. The Secretary shall provide for the keeping of accurate minutes of all meetings of the Board of Directors and shall be responsible for the custody of the records, documents and papers of this corporation. He or she shall provide for the keeping of proper records of all transactions of this corporation. He or she shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of Secretary, or imposed by these bylaws. He or she shall also perform such other duties as may be assigned to him or her from time to time by the Board of Directors. SECTION4.5Treasurer. The Treasurer shall perform or ensure the performance of the following duties: (a)keep accurate financial records of this corporation; (b)deposit money, drafts, and checks in the name of and to the credit of this corporation in the banks and depositories designated by the Board of Directors; (c)endorse for deposit notes, checks, and drafts received by this corporation as ordered by the Board of Directors, making proper vouchers for the deposit; (d)disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by the Board of Directors; (e)upon request, provide the Chairperson and the Board of Directors an account of transactions of this corporation and of the financial condition of this corporation; and (f)perform such other duties as are prescribed by the Chairperson or the Board of Directors. SECTION4.8Additional powers. Any officer of this corporation, in addition to the powers conferred upon him or her by these bylaws, shall have such powers and perform such additional duties as may be prescribed from time to time by the Board of Directors. COMMITTEES SECTION5.1Authority. The Board of Directors may, in resolutions adopted by a majority of the members of the Board of Directors, establish committees having the authority of the Board of Directors to the extent provided in such resolutions. Each such committee shall at all times be subject to the control and direction of the Board of Directors. Committee members, other than members of the Executive Committee, need not be directors. SECTION5.2Executive Committee. The Board of Directors may designate an Executive Committee composed of at least three directors designated by the Board of Directors. The Executive Committee shall have the authority of the Board of Directors in the management of the business of this corporation in the interval between meetings of the Board of Directors, and the Executive Committee shall at all times be subject to the control and direction of the Board of Directors. SECTION5.3Meetings and voting. Meetings of each committee shall be called and held in accordance with the provisions of Sections 3.2 to 3.5 of these bylaws as they apply to meetings of the Board of Directors. INDEMNIFICATION SECTION6.1Indemnification. This corporation shall indemnify its directors and officers against such expenses and liabilities, in such manner, under such circumstances, and to such extent, as required or permitted by New Mexico Statutes, Chapter 53, Article 8, section 26, as amended from time to time, or as required by other provisions of law; provided, however, that no indemnification shall be made with respect to any claim, issue or matter as to which the person shall be adjudged to be liable to this corporation. SECTION6.3Insurance. This corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, committee member, or employee against any liability asserted against and incurred by such person in or arising from such capacity, whether or not this corporation would otherwise be required to indemnify the person against the liability. MISCELLANEOUS SECTION7.1Fiscal year. Unless otherwise fixed by the Board of Directors, the fiscal year of this corporation shall begin on October 1 and end on the succeeding September 30. SECTION7.2Corporate seal. This corporation shall have no seal. SECTION7.3Electronic communications. A conference among directors or committee members by any means of communication through which such persons may simultaneously hear each other during the conference is a meeting of the Board of Directors or committee, as the case may be, if the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting. SECTION7.4Amendments. The Board of Directors may amend these bylaws by adopting a resolution setting forth the amendment. SECTION7.5Authority to borrow, encumber assets. No director, officer, agent or employee of this corporation shall have any power or authority to borrow money on its behalf, to pledge its credit or to mortgage or pledge its real or personal property except within the scope and to the extent of the authority delegated by resolutions adopted from time to time by the Board of Directors. Authority may be given by the Board of Directors for any of the above purposes and may be general or limited to specific instances. SECTION 7.6 Execution of instruments. All deeds, mortgages, bonds, checks, contracts and other instruments pertaining to the business and affairs of this corporation shall be signed on behalf of this corporation by the Chairperson, or any Vice Chairperson, or by such other person or persons as may be designated from time to time by the Board of Directors. SECTION7.7Deposit of funds. All funds of this corporation shall be deposited from time to time to the credit of this corporation in such banks, trust companies or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only in the manner or manners authorized by the Board of Directors from time to time.   - PAGE 2-  $'0?G"<   < D  "3s!!!"?"' ''.'**..G.w//U5f5L6W6d6n68089 ::::::<<[>i>v>>(?6?k??AA!BEB,DDDEEFFFGG G G jUCJ>*@@>* B*ph5X $%&'/01 / 0 *$`$*$` $$$*$a$$$*$ $$$*$@&a$$*$a$$*$@&a$FGf!g!"'' ' '*..e/$$*$a$ $$*$@&a$ $$$*$a$ $$$*$@&a$*$*$`e/f/i/11H5I5K6L6W6X68899::::<<$$*$a$ $$*$@&a$ l*$` $$*$` $$$*$a$ $$$*$@&a$*$*$`$*$a$<Z>[>i>j>??^?_?AABBD DEEFFFFFF *$*$*$`*$@&`$*$`$$*$a$ $$*$@&a$$*$a$FFFFGGGGGGG G GGGGG $ H*$a$d G GGGGGGGGGCJ@0JAmHnHu0JA j0JAU 9....()()))() 0 0000P P &PP/ =!"#$%8$D i4@4 NormalCJ_HmH sH tH B@B Heading 1$$*$@&a$ 5B*ph<A@< Default Paragraph Font,+,  Endnote Text6*@6 Endnote ReferenceH*..  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