Article I: Name
The name of this organization shall be Carrizozo Works, Inc.
Article II: Mission and Purpose
The Mission and Purpose of Carrizozo Works is to improve the quality of life in Carrizozo, NM and the surrounding area through careful planning, education and open communication so as encourage community development, economic growth, and cultural diversity.
Article III: Board of Directors
Section 1. MANAGEMENT OF CARRIZOZO WORKS, INC. Carrizozo Works, Inc., shall be governed by the Board of Directors, consisting of no more than fifteen (15) directors. Each Director shall be at least nineteen (19) years of age.
Section 2. ELECTION AND TERM OF DIRECTORS – Directors will be elected by the Board. Each Director shall hold office until the expiration of the term elected, resignation or removal. The term of office of directors and officers shall be two years. Terms shall be staggered so that in even years half plus one of the directors shall be elected and the remainder of the directors the following year.
Section 3. AVAILABLE DIRECTORSHIP AND VACANCIES – Available Directorships resulting from a resignation, death, or removal shall be filled by a vote of the majority of elected Directors. Said Director shall be elected to hold office for the unexpired term.
Section 4. REMOVAL OF DIRECTORS – Any or all of the Directors may be removed for cause by a vote of the members or by action of the Board. Directors may be removed without cause only by a 2/3 vote of the members.
Section 5. RESIGNATION – A Director may resign at any time by giving written notice to the President of the Board. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective.
Section 6. EX-OFFICIO MEMBERSHIP – Ex-officio members shall be elected by the board and will not have a vote.
Section 7.ACTS AND ACTIONS OF THE BOARD OF DIRECTORS – Unless otherwise provided in the certificate of incorporation, a majority of those present shall constitute a quorum. The vote of a majority of the Directors present at the time of the vote shall constitute an act of the Board.
Section 8. PLACE AND TIME OF BOARD MEETINGS – The Board may hold its meetings at the office of the Carrizozo Works or at any other place as may be determined.
Section 9. VOTING
A. At all meetings, except election of Directors, all voting shall be viva voce by simple majority of those present unless otherwise provided herein. If a majority of those present, however, shall request written ballot, such a ballot may be directed. Two members who are not running for office, and who are appointed by the President shall read the ballots.
B. The Board of Directors shall establish the rules for nomination to the Board. The Board shall be notified of the slate of candidates not less than fifteen (15) days prior to the election. The election shall be by written ballot as defined in the polices and procedures.
Section 10. REQUIREMENTS OF BOARD MEMBERS – Three unexcused absences from regularly scheduled board are considered cause for removal from the board. A board member must serve on a least one committee or be active in some other capacity.
Section 11. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT – Regular meetings of the Board may be held at such time and place as it may be scheduled. All meeting notices shall state the date, time, place and purpose of the meeting and by whom it was called. Special meetings may be called by the President. The Secretary shall cause notice of special meetings of the Board to be transmitted via e-mail, telephone, or fax to the Directors. In a like manner a special meeting may be called by the Secretary, upon receiving written requests from three (3) directors. No other business but that specified in the notice shall be transacted at such Special Meeting.
ARTICLE IV: Officers of the Board of Directors
Section 1. OFFICES, ELECTION, TERM – The Board shall elect a President, a Vice President, a Secretary, and a Treasurer, who shall have such duties, powers and functions as hereinafter provided. The Directors shall elect Officers to hold office for two (2) years. Each Director shall hold office until the expiration of the term for which elected or until resignation or removal.
Section 2. RESIGNATION – The Board may remove a director with or without cause. In the event of the death, resignation or removal of an officer, the Board, at its discretion may elect a successor to fill the unexpired term. An officer may hold only one office.
Section 3. PRESIDENT – The President shall:
- Preside at all meetings of the Board.
- See that all orders and resolutions are carried out.
- Provide an annual report of the work of Carrizozo Works, Inc. to the Board
- Have the right and responsibility to review all records maintained by Carrizozo Works.
- Appoint an audit committee of at least two (2) members of Carrizozo Works who are not officers. Their report shall be presented to the full Board within sixty (60) days of the end of the fiscal year.
- Make all committee appointments, with the agreement of the committee chair and the Board, with the exception of the Nominating Committee.
- Be an ex-officio member of all committees.
Section 4. VICE PRESIDENT – During the absence or disability of the President, the Vice President shall have all the powers and the functions of the President.
Section 5. TREASURER – The Treasurer shall:
- have the care and the custody of all monies or securities belonging to Carrizozo Works, Inc. and shall be solely responsible for the same.
- prepare a financial operating statement of Carrizozo Works and shall submit it at the annual meeting.
- make available to the Directors and the membership all records of transactions in a reasonable manner.
Section 6. SECRETARY – The Secretary shall submit the minutes of meetings to the Board of Directors. The secretary shall:
- Have custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the Board of Directors.
- Serve meeting notices of Carrizozo Works and have charge of such books and papers as the Board of Directors may direct.
- Attend to such correspondence as may be assigned and perform all the duties incidental to the office including maintaining an accurate list of Board members in attendance at meetings and maintain a list of volunteers and interested parties, containing the names, addresses and date of initial election to the Board, term of office and other pertinent information as defined in the policies and procedures.
- Present at every meeting any communications directed to the organization.
ARTICLE V: Committees
Section 1. COMMITTEE APPOINTMENTS – The president shall appoint all standing committee members, subject to confirmation by the Board.
Section 2. STANDING COMMITEES
- Nominating – The Nominating Committee shall be elected by the Board at the annual meeting. The committee shall actively recruit potential board candidates and present said candidates to the Board The committee shall nominate candidates for each office and prepare the slate of officers at least two weeks prior to the annual meeting. Nominations may also be made from the floor.
Section 3. EXECUTIVE AND OTHER COMMITEES – The Executive Committee shall be composed of the Officers of the Board and the chairpersons of the standing committees and shall operate as defined in Robert’s Rules of Order Newly Revised.
Section 4. COMMITEES – All other committees shall be named by the President as directed by the Board of Directors for the operation of the organization
ARTICLE VI: Fiscal and Elective Year
Section 1. The fiscal year of organization shall commence on July 1 and end on June 30 of the following year.
ARTICLE VII: Amendments
These By-Laws may be altered, repealed, or added to by an affirmative vote of not less than two-thirds of the Board present at any duly organized meeting of the organization, provided the proposed amendment is available for inspection by each member at least ten (10) days before the date of the meeting which is called to consider the amendment.
ARTICLE VIII: Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the organization may adopt.