ABATE of New Mexico, Inc

By laws

A.B.A.T.E. of New Mexico, Inc. By-Laws

1. 1. NAME AND LOCATION: The name of this Corporation shall be A.B.A.T.E.of New Mexico, Inc. (SCC#1358811). It shall have and continuously maintain in the State of New Mexico, a registered office and a registered agent, whose office shall be identical with such registered office. The registered office shall be designated by duly adapted resolution of the Board of Directors.
   2. ORGANIZATION: This corporation shall be organized as a corporation under the New Mexico Statutes, 1978, annotated.
   3. MEMBERSHIP:
      1. Charter Members: The initial members of any chapter established by the Board of Directors whose dues are fully paid and the members of any new chapter formed according to these By-Laws whose dues are fully paid and who became members of the chapter within ninety (90) days after the chapter is granted its charter by the Board of Directors will be designated as charter members of that chapter.
      2. Regular Members: Any person who has applied for membership and has paid their dues in full for one year.
      3. Lifetime Membership:
         1. The Board of Directors shall be authorized to grant a lifetime membership in A.B.A.T.E. of New Mexico, Inc. to any A.B.A.T.E. of New Mexico, Inc. member deemed worthy by virtue of his/her contribution to the organization. Any such person shall be exempt from payment of dues to A.B.A.T.E. of New Mexico, Inc., shall receive a Lifetime Membership card, shall have no vote in the affairs of the corporation other than afforded him/her as a regular member and shall receive the corporation Newsletter for life. The Board of Directors reserves the right to revoke any Lifetime Membership authorized by them if, in their opinion, the honoree has in any way abused this honor.
         2. The founder of A.B.A.T.E. of New Mexico, Inc. shall hold a Lifetime Membership.
      4. Dues: The Board of Directors from time to time, by resolution, may change the annual dues that the membership is required to pay to the Corporation. The first annual dues shall be due and payable on the anniversary date of the member's admission to membership. Membership shall be non-assessable, non-transferable, non-assignable, and non-refundable.
      5. Membership Cards: The Board of Directors shall provide for the issuance of membership cards to State members. Each card shall state the period for which it is valid. The form, contents, and size of the membership card in all other respects shall be fixed from time to time by resolution of the Board of Directors. The name and address of each member and the date of issuance of the membership card shall be entered in the records of the Corporation. If any card be lost, mutilated or destroyed, a new card may be issued on such terms and conditions as the Board of Directors may determine. The chapters will be responsible for issuance of their membership cards.
      6. Termination of Membership: The membership of any chapter or regular member of the Corporation shall automatically terminate: (a) on written request for such termination delivered to an officer of the Corporation personally or by United States mail; (b) upon the death of the member; or (c) upon suspension from membership in the Corporation by a majority vote of the Board of Directors for good cause, after having received notice and having had an opportunity to be heard before the Board, if the member has committed acts prejudicial to the purpose or welfare of the Corporation. The decision of the Board of Directors is final.
      7. Associate Membership: Associate membership is designated for out-of-state persons at a reduced annual membership fee and has no voting privilege, but will receive the quarterly newsletter.
      8. Auxiliary Membership: Auxiliary membership is provided for persons under the age of eighteen and has no voting privilege.
   4. OBJECTS AND PURPOSES: The purpose or purposes for which the corporation is organized are to engage in motorcycle awareness and safety education, sponsoring or assisting in sponsoring motorcycle related events directed at educational and charitable purposes in furtherance of the corporation’s or other corporations Internal Revenue Code Section 501(c)(3) purposes and for any other legal purpose allowed and which is consistent with Internal Revenue Code Section 501(c)(3).
   5. POWERS: To accomplish the purpose for which the Corporation was organized, it shall have all of the powers, by law, and its Articles of Incorporation, as amended, and its By-Laws.

2. Board of Directors

   1. GENERAL: The affairs of the Corporation shall be managed by the Board of Directors consisting of five (5) or more persons including a State Coordinator, Deputy State Coordinator, one or more Chapter Coordinators, a State Secretary, a State Treasurer and State Editor.
      1. Terms of Office and Election:
         1. The State Coordinator, the State Secretary and the State Editor shall be elected in odd years and serve two year terms, or until resignation, death, or removal from office as per Article III, Section 5. The Deputy State Coordinator and the State Treasurer shall be elected in even years and serve two year terms, or until resignation, death, or removal from office as per Article III, Section 5.
         2. Nominations for the offices of State Coordinator, Deputy State Coordinator, State Secretary, State Treasurer and State Editor shall be held, when necessary, at the April Board of Directors meeting.
         3. Voting ballots will be mailed to each member of ABATE of New Mexico, Inc., whose dues are paid in full according to these By-Laws, no later than May 1. Ballots must be returned and postmarked no later than June 1 of the same year to a designee as determined by the Board of Directors. Election shall be by a simple majority. The results of the election must be certified and shall be announced at the annual meeting in July and published to each chapter.
         4. There shall be a thirty-(30) day transition period for new state officers to acquaint themselves with the new office. Newly elected officers shall officially assume office at the July meeting of the Board of Directors.
         5. Chapter Coordinators shall be elected in accordance with the chapter by-laws, as approved by the State Board of Directors.
         6. Vacancies on the Board of Directors shall exist (a) on the death, resignation, or removal of any Director; or (b) by failure by any Director to attend regular Board Meetings on two (2) consecutive occasions unless excused by action of the Board.
         7. Except for the position(s) of Chapter Coordinator(s) vacancies on the Board of Directors shall be temporarily filled by the Board at its next regular meeting or at a special meeting called for that purpose. This position will then be permanently filled during the next regular election cycle. The Board of Directors shall not be limited to filling vacancies from within its own ranks. A vacancy occurring in the position(s) of Chapter Coordinator(s) shall be filled by election at the next meeting of the chapter after the position has been declared vacant through the death, removal or resignation of the person previously holding the position.
      2. Compensation: Directors (Chapter Coordinators) shall receive no compensation for their term as directors. In the case of the State Coordinator, Deputy State Coordinator, State Secretary, State Treasurer and State Editor, they shall be allowed reimbursement for their reasonable and necessary expenses in attending State Board of Directors meetings, State Executive Committee meetings, the annual meeting of the Corporation, and visiting chapter meetings.
      3. General Powers: All Corporate powers shall be exercised by or under the authority of, and the Board of Directors shall control the business and affairs of the Corporation. The Board of Directors shall arrange for publication of an official publication or newsletter for the organization, for an annual meeting in July of each year, quarterly meetings for the Board, shall coordinate the activities of the chapters, and shall organize, coordinate, and/or arrange for any other programs or events that may be appropriate from time to time.
   2. MEETING OF THE BOARD OF DIRECTORS:
      1. Regular Meetings: Regular meetings of the Board of Directors shall be held during the months of January, April, July and October of each year. The location of said the Board of Directors shall determine Board meetings and newly elected state officers at the October meeting of each year.
      2. Special Meetings: the State Coordinator or any three members of the Board may call Special meetings of the Board of Directors and such meetings shall be held at a designated place. The call for a special meeting shall state the nature of the business to be considered and the place, date and time of the meeting with notices mailed to each director at least five (5) days before the day on which it is to be held. Business considered and acted upon shall be limited to that stated in the call for the meeting.
      3. Attendance: Meetings of the Board of Directors shall be open to all members. Requests for items to be placed on the agenda of regular meetings shall be submitted in writing to the State Coordinator not less than five (5) days prior to the meeting. Participation by persons, other than the Directors, in meeting discussions or presentations shall be at the discretion of the State Coordinator, subject to the provisions of Article II, Section 2, F.
      4. Quorum: A simple majority of the existing membership of the Board of Directors shall constitute a quorum for the transaction of business.
      5. Rules of Order: "Robert's Rules of Order", as revised, shall be the parliamentary authority in all meetings of the Board of Directors.
      6. Executive Session: Executive sessions of the Board of Directors and its committees may be held on sensitive issues at the discretion of their respective chairpersons.
      7. Voting: The State Coordinator (when needed), Deputy State Coordinator, State Secretary, State Treasurer, State Editor and Chapter Coordinators of each chapter shall have voting powers at all Board of Directors meetings. Proxy votes will not be recognized.
      8. Notice of Board of Directors' Meetings: Written notice of regular Board of Directors' meetings shall be mailed to the Directors and Chapter Coordinators at least four (4) weeks prior to the meeting. Notice shall include time, place and date of the meeting.

3. Officers

   1. NUMBER: The officers of the corporation shall be a State Coordinator, who shall serve also as Chairman of the Board and President and whose working title shall be Executive Director of the Corporation; a Deputy State Coordinator, who shall also serve as Vice-President of the Corporation; a State Treasurer, who shall also serve as Treasurer of the Corporation; a State Secretary, who shall also serve as Secretary of the Corporation; a State Editor, who shall also serve as Editor of the Corporation, one or more Chapter Coordinators, each of whom will serve as Vice-President of the Corporation; and such other officers as may be appointed in accordance with the provisions of Article III, Section 3 of these By-Laws, none of whom must be members of the Board of Directors and shall have no vote.
   2. ELECTION, TERM OF OFFICE, AND QUALIFICATIONS;
      1. Each officer elected annually by the membership shall hold his/her office until resignation, death or removal from office in the manner hereinafter provided in Article III.
      2. No members of Motorcycle Clubs (MC) can serve as Directors of the Corporation as long as they are members of such organizations. This is included to insure that the objectivity of the Directors is not compromised due to association and involvement with a specific Motorcycling Club. This can be waived as per Article V, Section 6.
   3. STATE OFFICER QUALIFICATIONS:
      1. State Coordinator: A candidate for this position must have held at least the office of Chapter Coordinator, Chapter Deputy Coordinator, or a State Office, and have been a member in good standing for at least two (2) years and have demonstrable management skills.
      2. State Deputy Coordinator: A candidate for this position must have held at least one of the four elected Chapter Officer positions as outlined in the State By-Laws, and have been a member in good standing for at least two (2) years and have demonstrable management skills.
      3. State Secretary: A candidate for this position must have at least two years secretarial experience with a minimum of fifty (50) WPM typing skill, at least six (6) months word processing experience or have successfully completed a word processing course, have filing and records management experience and have been a member in good standing for at least two (2) years.
      4. State Treasurer: A candidate for this position must have at least two (2) years current full-time accounting experience and have been a member in good standing for at least two (2) years.
      5. State Editor: A candidate for this position must have been a member in good standing for at least two (2) years.
   4. ADDITIONAL OFFICERS: The Board of Directors may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided by the By-Laws or as the Board of Directors may, from time to time, determine. The Board of Directors may delegate to any officers of a committee the power to appoint any such additional officers.
   5. REMOVAL: Any officer may be removed, with cause, by recall by majority vote of the membership, or in the case of any officer appointed by the Board, by any committee or superior officer upon whom such power of removal may be conferred by the Board.
   6. RESIGNATION: Any officer may resign at any given time by giving written notice to the State Coordinator or to the State Secretary. Any such resignation shall take effect at the time specified therein or at the pleasure of the Board; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
   7. STATE COORDINATOR: The State Coordinator of the Corporation shall be the Chief Executive Officer of the Corporation and shall, in general, be subject to the control of the Board of Directors, and shall supervise and control all business and affairs of the Corporation. He/She shall perform all duties incident to his office and such other duties as may be required by law, and the Articles of Incorporation of this Corporation, or by these By-Laws, or that which may be prescribed from time to time by the Board of Directors. He shall preside at all meetings of the Board of Directors, and is an ex-officio member of all standing committees.
   8. STATE DEPUTY COORDINATOR: The Deputy State Coordinator of the Corporation shall, in the absence of the State Coordinator, perform all duties required of and have all the powers of the State Coordinator and act as an ex-officio member of all committees. He/She shall perform such other duties as from time to time may be assigned by the Board of Directors and the State Coordinator.
   9. STATE SECRETARY: The State Secretary of the Corporation shall: (a) certify and keep at the principal office of the Corporation the original or a copy of the By-Laws as amended; (b) keep at the principal office of the Corporation or at such other place as the Board of Directors may order, a book of minutes of all Board meetings with time and place of holding, whether regular or special and of names of those present at the meetings; (c) see that all notices are duly given in accordance with the provisions of the By-Laws or as required by law; (d) keep a complete and accurate account of membership records and issue all state membership cards; (e) be responsible for standardization of all record keeping and correspondence concerning the State organization and local chapters and (f) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the Board of Directors.
   10. STATE TREASURER: The State Treasurer of the Corporation shall deposit all funds of the Corporation and maintain a record of the income and disbursements of such funds. He/She shall keep accurate books of account and report quarterly to the Board of Directors as to the financial condition of the Corporation. Withdrawals from the Corporation funds shall be made by check signed by the State Treasurer of the Corporation and either the State Coordinator or the State Deputy Coordinator.
   11. STATE EDITOR: The State Editor of the Corporation shall have the state newsletter published on a quarterly basis and shall maintain and administer a statement of account to state newsletter advertisers.

4. Committees

   1. COMMITTEE STRUCTURE: There shall be standing and special committees as the Board from time to time determines.
   2. EXECUTIVE COMMITTEE:
      1. Membership: The Executive Committee shall consist of the State Coordinator, who shall serve as Chairman, The Deputy State Coordinator, the State Secretary, the State Treasurer, the State Editor and one Chapter Coordinator for each five (5) chapters or part of. The Coordinators shall be elected to the Executive Committee at the October Board meeting each year. Each member shall have one vote.
         1. If, for what ever reason, an Executive Committee Chapter Coordinator is no longer a Chapter Coordinator, the State Board of Directors will appoint another Chapter Coordinator to fill that position until the October Board Meeting.
      2. Management and Power: The Executive Committee shall, during the intervals between the meetings of the Board of Directors, possess and may exercise all the powers of the Board of Directors in the management of the business and affairs of the Corporation, except as to such matters which in these By-Laws or by resolution, the Board has reserved for itself.
   3. APPOINTMENT TO COMMITTEES: Except as otherwise provided in these By-Laws, all appointments to committees shall be made by the State Coordinator and confirmed by the Board of Directors.
   4. SIZE OF COMMITTEES, CHAIRMAN AND QUORUM: Unless otherwise provided by these By-Laws or resolution, all committees shall consist of at least one Director, with a Chairperson designated by the State Coordinator, and a majority of the membership of the committee shall constitute a quorum.
   5. EX-OFFICIO MEMBERS: The State Coordinator and Deputy State Coordinator shall be ex-officio members of all committees, with the power to vote, and shall be counted for the purpose of determining a quorum.
   6. SUB-COMMITTEES: Each committee may establish such sub-committees as it may from time to time deem necessary, with authorization to carry out the responsibilities assigned to them.
   7. DUTIES AND RESPONSIBILITIES: The Board of Directors shall, by resolution, define and modify the authority and duties of each standing committee. Each standing committee shall prepare a quarterly statement of its recommendations as to its specific responsibilities and forward this statement to the State Coordinator and the State Secretary. The Board of Directors shall review and approve these statements on a quarterly basis.

5. Miscellaneous Provisions

   1. CONTRACTS: The Board of Directors, except as otherwise provided by these By-Laws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or conformed to specific instances. Unless so authorized, no officer, agent, member or employee shall have any power of authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it liable pecuniary for any purpose or amount.
   2. ANNUAL REPORT: The State Coordinator shall cause to be prepared and submitted to the Board of Directors an annual written report, including a financial statement from the State Treasurer. Such a report shall be distributed to the Board at the July meeting and kept available by the State Secretary for the perusal of the general membership upon request. The State Coordinator shall also cause to be prepared all reports necessary for governmental agencies and cause to be paid all taxes and other charges against the Corporation.
   3. CORPORATE SEAL: The Board of Directors may adopt and use a Corporate Seal to be affixed on all Corporation instruments at the direction of the Board.
   4. FISCAL YEAR: The fiscal year of the Corporation shall be from January through December of each year.
   5. PERSONAL LIABILITY: No director or member of this Corporation shall be personally liable for the debts, liabilities, or obligations of this Corporation.
   6. WAIVER OF QUALIFICATION: The Board of Directors shall, by simple majority vote, be able to waive any or all of the qualifications for State Officers as listed in Article III, Section 2, item B, and Section 3, items A-D.
   7. CLUB MEMBERSHIP: The Board of Directors, by simple majority vote, shall be able to resolve to support, financially or otherwise, any motorcycling club whose efforts to further the goals of the Corporation as listed in Article I, Section 4 are deemed worthy by the Board. The Board of Directors cannot vote to join any motorcycling club for the same reason that its officers cannot belong to any club as expressed in Article III, Section 2 of these By-Laws.
   8. STATE BY-LAWS/SIGNATURE PAGE; With each successive election or appointment to the State Board of Directors, the newly elected or appointed officer/s will read the State By-Laws and sign the signature page of said By-Laws. A signature will indicate complete compliance with the ABATE of New Mexico, Inc. By-Laws. Upon completion, a copy of the above mentioned signature page will be sent to the office of the State Secretary for purposes of up-dating the record.

6. Chapters

   1. ORGANIZATION: A chapter may be chartered by the action of the Board of Directors in any area of the state where there are ten (10) or more members who request that the Directors grant such a charter. Each chapter will operate as a non-profit organization, using By-Laws, which have been submitted within ninety (90) days of organization and accepted by the Board of Directors.
      1. CHAPTER BY-LAWS/SIGNATURE PAGE: With each successive election or appointment to the board of each chapter of ABATE of New Mexico, the newly elected or appointed officer/s will read the chapter by-laws and sign the signature page of said by-laws. A signature will indicate complete compliance with the Chapter By-Laws. Upon completion, a copy of the above mentioned signature page will be sent to the office of the State Secretary for the purpose of up-dating the chapter records.
   2. PURPOSE: The primary purpose of the chapters shall be to help improve the effectiveness of A.B.A.T.E. of New Mexico, Inc., in obtaining its goals.
   3. OFFICERS: The number of officers of each chapter will be left up to the individual chapter, however every chapter shall elect the following officers who will be responsible for reporting to the Board of Directors of this Corporation.
      1. Chapter Coordinator: The Chapter Coordinator shall be elected and it shall be his/her responsibility to keep the State Coordinator and the Board of Directors informed as to what is going on in his/her chapter. This will include that the five- (5) items listed below be sent to the State Office or State Secretary and State Treasurer no later than one week prior to each state board meeting. If the five items are not sent in by the time stated, the chapter will loose their vote at the state board meeting.

         A copy of all of the chapter's minutes for the quarter prior to the Board of Director's meetings.

         Two (2) copies of the chapter's quarterly membership report for the quarter prior to the Board of Director's meetings.

         A copy of the chapter's treasury report for the quarter prior to the Board of Director's meetings.

         Moneys due to the state for the quarter prior to the Board of Director's meetings.

         Any changes to the chapter, to include officers or events for the quarter prior to the Board of Director's meetings.

      2. Deputy Chapter Coordinator: The Deputy Chapter Coordinator shall act in place of the Chapter Coordinator in the event of his/her absence, including acting as a member of the Board of Directors with voting powers.
      3. Chapter Secretary-Treasurer: The Chapter Secretary-Treasurer shall keep accurate minutes of all meetings, membership applications and a monthly chapter report, copies of which shall be forwarded quarterly to the State Secretary; maintain a record of income and distribution of all funds and report on the financial condition of the Chapter at each quarterly Board of Directors' meeting as well as forward membership funds to the State Treasurer. It shall also be his/her responsibility to keep the State Secretary advised of the regular meeting place and time of the Chapter.
   4. ACTIVITIES: The following are considered chapter-type functions:
      1. Motorcycle rallies
      2. Blood runs
      3. Charity drives such as Toys for Tots runs, etc.
   5. DISSOULTION CLAUSE; If, by natural and/or unforeseen causes, a chapter should dissolve and be no longer in existence, one half of any monies in the Chapter Treasury shall go to the general fund of the State Board of Directors and the balance of said monies will go to any charities the Chapter is working with at that time, or one voted in.

7. Notices

   1. NOTICES: Whenever any notice is required to be given to any Director or any other person by statute or by these By-Laws, whether of a meeting or for some other purpose, it may be given personally or sent to the Directors or persons by mail, telegram, fax, telephone or other form of communication. Such notice must be given neither less than five (5) nor more than fifty (50) days before the meeting.
   2. WAIVER OF NOTICE: A Director may waive such notice in any manner; and a waiver in writing signed by the person entitled to said notice, whether given before or after the meeting or at the time such notice is required to be given, shall be deemed equivalent to such meeting, except where the Director attends the meeting for the express purpose of objection to the transaction of any business because the meeting is not lawfully called or convened. All such waivers shall be filed with the records of the Corporation.

8. Amendments and Effective Date

   1. EFFECTIVE DATE: These By-Laws shall become effective immediately upon adoption by a majority vote of the Board of Directors on the 08th day of January 2000.
   2. AMENDMENTS: These By-Laws may be amended or repealed at any regular meeting of the Board of Directors by a majority vote provided:
      1. That notice of the nature of the proposed amendment or repealer shall have been given at the last meeting of the Board.
      2. That a written copy of the proposed amendment or repealer shall have been mailed with the notice of the meeting.
   3. EFFECTIVE DATE OF AMENDMENT: Amendments of these By-Laws shall become effective immediately upon adoption unless otherwise designated by the Board of Directors.

   APPROVED AND ADOPTED AS REVISED: July 08, 2000

   ABATE OF NEW MEXICO STATE OFFICERS

   State Coordinator State Deputy Coordinator

   Signature______________________ Signature_______________________

   Date__________________________ Date___________________________

   State Secretary State Treasurer

   Signature______________________ Signature_______________________

   Date__________________________ Date__________________________

   State Editor

   Signature_______________________

   Date___________________________