The Taos County Bar Association
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By-Laws
I. Name
The name of the corporation is Taos County Bar Association.
II. Non-Profit Purpose
Section 1 — IRC Section 501(c)(3) Purposes
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code.
Section 2 — Specific Objectives and Purposes
The specific objectives and purposes of this corporation shall be as follows: to provide a forum for local attorneys to exchange opinions, engage one another in discussions regarding current topics in the law, to assist the 8th Judicial Court system, to provide legal resources and education for the public and to award scholarships to the youth in Taos County.
III. Offices
Section 1 — Principal Office. The principal office of the corporation shall be located at the President’s office in the County of Taos, State of New Mexico and shall relocate to the office of a duly elected President. The corporation shall have and continuously maintain in the State of New Mexico a registered office, and a registered agent whose office is identical with such registered office, as required by the New Mexico Nonprofit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of New Mexico, and the address of the registered office may be changed from time to time by the Board of Directors.
Section 2 — Maintenance of Corporate Records The corporation shall keep at its principal office: a. Minutes of all meetings of directors, committees of the board, and of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses; c. A record of its members indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership; d. A copy of the corporation's articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members of the corporation at all reasonable times during office hours.
Section 3 — Right To Copy And Make Extracts Any inspection under the provisions of this article may be made in person or by an agent or attorney and the right to inspection shall include the right to copy and make extracts. There shall be kept at the principal office of the corporation correct books of account of the activities and transactions of the corporation, including a minute book, which shall contain a copy of the Articles of Incorporation, a copy of these Bylaws and all amendments thereto, and all minutes of meetings of the Board of Directors.
IV. Members and Memberships
Section 1 — Members and Dues.
The corporation shall have members. The members shall pay yearly dues as designated by the Members at the installation of new Board Members, a regularly scheduled meeting in October. Only members who have paid their dues by May 15th may vote for members of the Board the following September who shall be installed in October.
Section 2 — Regular Members.
Any individual who is a member in good standing of the State Bar of New Mexico, residing or regularly practicing law in Taos County, is eligible for regular membership.
Section 3 — Associate Members.
Any individual who is a member in good standing of any other state bar or the Bar of the District of Columbia may be admitted as a Member but shall not have the right to vote.
Section 4 — Student Members.
Any law student with an association to Taos County may be admitted as a Member but shall not have the right to vote. Student Members shall pay no dues.
V. Board of Directors
Section 1 — Number and Term of Office.
The Board of Directors shall consist of no more than fifteen (15) directors. The Directors shall be elected by the members in September and installed in October, and shall hold office for three years or until their successors shall have been duly elected and shall have qualified. No more than five (5) directors shall retire from their duties at any election of Officers. If there are no elections for two (2) years, the Registered Agent shall apply to the NMPRC for dissolution of the corporation and initiate all necessary documents to dissolve the corporation at the State and Federal level.
The initial Board of Directors shall draw by lottery either a one (1), two (2) or three (3) year term until the new election in September. This shall provide continuity for future Board Members.
Once a Board Member has fulfilled their office for two (2) three (3) year terms, they must take an hiatus for one (1) year before they can run for another three (3) year term.
A Board Member may also be elected as an Officer.
Section 2 — Duties and Powers
The direction and management of the affairs of the corporation shall be vested in its Board of Directors, who shall have complete discretion to determine all expenditures, disbursements or distributions to be made in carrying out the purposes of the corporation.
Section 3 — Removal of Directors
Any director may be removed only for cause, by a quorum of a majority present at the meeting of directors at which such action is taken. Any director who fails to attend three (3) or more consecutive board meetings without just cause may be removed by the Board of Directors.
Section 4 — Additions and Vacancies
In case of any vacancy in the Board of Directors or addition thereto, the directors then in office may fill such vacancy or elect such additional directors at any meeting of the Board of Directors, and such new directors shall serve until the election and qualification of their successors.
Section 5 — Meetings
The Board of Directors and the Members shall hold its annual meeting in October of each year. Regular meetings of Members may be held every other month or as directed by the President of the TCBA. Notice to all voting Members of a meeting shall be given at least 5 days prior to the meeting.
Section 6 — Special Meetings
Special meetings of the Board of Directors shall be called by the Secretary whenever directed by the President, the Board of Directors, or one-third (1/3) of the voting Members. A 5 day notice period is required.
Section 7 — Place of Meeting
The Board of Directors may hold their meetings at such place or places within the County of Taos or as the Board of Directors or the President may from time to time determine.
Section 8 — Quorum
One less than half of the directors then holding office shall constitute a quorum for the transaction of business, but less than a quorum may adjourn any meeting from time to time until a quorum is present. If the division of directors shall not be an even number, the number necessary for a quorum shall be rounded down. No notice of any adjourned meeting of the Board of Directors need be given. A quorum may be achieved by telephone or computer or similar communication device allowing all persons participating in the meeting to hear or write to each other.
Section 9 — Manner of Acting
One less than half of the directors then holding office shall constitute a quorum for the transaction of business, but less than a quorum may adjourn any meeting from time to time until a quorum is present. If the division of directors shall not be an even number, the number necessary for a quorum shall be rounded down. No notice of any adjourned meeting of the Board of Directors need be given. A quorum may be achieved by telephone or computer or similar communication device allowing all persons participating in the meeting to hear or write to each other.
Section 9 — Manner of Acting
Except as otherwise provided by statute, by the Articles of Incorporation or by these by-laws, a majority vote of the Directors present shall be the act of the Board of Directors.
Section 10 — Compensation
Directors shall serve without compensation , however, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to directors shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article IX of these bylaws.
VI. Officers
Section 1 — Enumeration
The officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer. An officer of the corporation may also serve as a member of the Board of Directors.
Section 2 — Election and Term of Office
All of the officers shall be elected by a majority of the Members, voting in person or by proxy in September and installed at the annual October meeting, and shall hold office for two (2) years or until their successors are duly elected and qualified, unless removed prior to such time. No officer shall serve for more than two (2) two (2) year terms.
All of the officers shall be elected by a majority of the Members, voting in person or by proxy in September and installed at the annual October meeting, and shall hold office for two (2) years or until their successors are duly elected and qualified, unless removed prior to such time. No officer shall serve for more than two (2) two (2) year terms.
The initial officers have been ratified by the Board of Directors and shall serve until the next duly elected officers are installed in October.
Section 3 — Removal of Officers
The Board of Directors shall have the right to remove any officer at any time, with cause.
Section 4 — President
The President, except where otherwise directed by the Board of Directors, shall be the chief executive officer of the corporation. He or she shall preside at all meetings of the Board of Directors. He or she shall perform all duties incidental to the office and such other duties as may from time to time be delegated by the Board of Directors. The President shall also sign all negotiable instruments as authorized by the Board of Directors.
Section 5 — Vice President
During the absence, incapacity or disability of the President, the Vice President shall exercise all the functions of the President and, when so acting, shall have all of the powers of and be subject to all the duties of and restrictions upon the President. In the event that the office of the President becomes vacant, the Vice President shall succeed to that office. The Vice President shall also have such other powers and discharge such duties as may be assigned to her or him from time to time by the Board of Directors.
Section 6 — Secretary
The Secretary shall attend to such correspondence as may be assigned to her or him, perform all other duties incidental to the office, and shall keep the minutes of the meetings of members. She or he shall attend to the giving and serving of all notices on behalf of the corporation and shall keep charge of such books, records and papers of the corporation as the directors or President may direct.
Section 7 — Treasurer
The Treasurer shall sign all negotiable instruments as authorized by the Board of Directors. The Treasurer shall be responsible for receiving the assets of the corporation. He or she shall render to the President and the directors whenever they may require an account of all transactions and of the financial condition of the corporation.
VII. Committees
Section 1 — Establishment by Directors
The Board of Directors may by general resolution establish standing committees which shall consist of at least one (1) Director as the Board deems appropriate and necessary to assist in the administration of the corporation's activities.
Section 2 — Establishment by President
The President may from time to time appoint ad hoc committees, each consisting of one (1) or more Directors, as he or she deems appropriate and necessary to assist in the administration of the corporation's activities.
VIII. Contracts, Checks, Notes, Bank Accounts
All contracts of the corporation and all checks and drafts and other orders for the payment of money out of the fund of the corporation, and all promissory notes and other evidences of indebtedness of the corporation, shall be signed by both the Treasurer and the President on behalf of the corporation as is provided in these Bylaws, or as shall from time to time be determined by resolution of the Board of Directors.
IX. Indemnification
Section 1 — Right to Indemnification
The corporation shall have the power to indemnify any Director or Officer pursuant to the provisions of Section 53-8-26 NMSA 1978 or any successor statutory provision.
Section 2 — Non-Exclusivity
The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the corporations' Articles of Incorporation, Bylaws, agreement, vote of disinterested directors or otherwise.
Section 3 — Insurance
The corporation may maintain insurance, at its expense, to protect itself and any director or officer of the corporation against any such expense, liability or less, regardless of whether the corporation would have the power to indemnify such person against such expense, liability or loss under the provisions of the New Mexico Nonprofit Corporation Act.
X. Amendment
The voting members, by a two-thirds vote of those present at a general meeting of the members of the TCBA, shall have the power to make, amend, and repeal the Bylaws of the corporation, provided that at least five days written notice is given to the voting members of the intention to alter, amend or repeal the Bylaws at such a meeting.
XI. IRC 501(c)(3) Tax Exemption Provisions
Section 1 — Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 2 — Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 3 — Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Section 4 — Private Foundation Requirements and Restrictions
In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
XII. Conflict of Interest Policies
Section 1. Purpose of Conflict of Interest Policy
The purpose of this conflict of interest policy is to protect this tax-exempt corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2 — Definitions
a. Interested Person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
1. An ownership or investment interest in any entity with which the corporation has a transaction or arrangement, or
2. A potential ownership or investment interest in any entity or individual with which the corporation is negotiating a transaction or arrangement.
A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3 — Conflict of Interest Avoidance Procedures
a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
d. Violations of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4 — Records of Board and Board Committee Proceedings
The minutes of meetings of the board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to
whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to
the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5 — Annual Statements
Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. has received a copy of the conflicts of interest policy,
b. has read and understands the policy,
c. has agreed to comply with the policy, and
d. understands the corporation is charitable and in order to maintain its federal tax
exemption it must engage primarily in activities which accomplish one or more
of its tax-exempt purposes.
Section 6 — Periodic Reviews
To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted at the request of a Board Member but no more than one (1) review a year shall be entertained.
XIII. Construction and Terms
If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall govern.
Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.
All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
XIV. Fiscal Year
The fiscal year of the corporation shall end December 31.
The foregoing Bylaws were duly adopted by unanimous vote of the Board of Directors on October 27th, 2010.
Contents
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XIV
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