The name of this organization is the New Mexico Computer Society, hereinafter referred to as the "Society", or "NMCS".
The purposes for which this organization is formed are:
The specific and primary purposes are to promote and encourage a community of interest in the computer arts and sciences with particular emphasis upon defining, enlarging upon and applying the computer to education and to the social, scientific and environmental problems of society. To this end the Society, with the consent of a majority vote of the Board of Directors, may cooperate with and provide services to any local, state or federal governmental body or agency or to any school, college or university.
The Society is not organized, nor shall it be operated for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits or dividends to its members, and is organized solely for non-profit purposes. The property, assets, profits and net income of the Society are irrevocably dedicated to scientific, educational and community services, and no part of the profit and net income shall inure to the benefit of any officer, director, member or individual. If the Society should ever be dissolved or cease to exist, it assets remaining after payment of all debts and liabilities of the Society, shall be distributed to a non-profit fund, foundation, corporation or governmental body that is organized and operated exclusively for scientific, educational or community service purposes, and has established its tax-exempt status under the Internal Revenue Code and the Revenue and Taxation Code.
The County in this State which is the principal office for the transaction of the business of the Society is Bernalillo County.
The Society may authorize branches to operate as part of the organization where distances (50 miles or more) from the principal office precludes attendance at regular meetings. Society branches may be authorized upon petition of the Society by the proposed branch, upon written agreement to conform to the Society Bylaws, and upon majority vote by the Board of Directors.
The President of a Society Branch shall be a member of the Board of Directors. Either the President or a designated representative shall attend at least 6 Board of Directors meetings of the Parent Society each year. The purpose of such participation shall be to provide Directors with current information of branch activities that may be of general or specific interest to the Parent Society, to permit the Board to ensure that branch activities do not violate the non-profit status of the Society, to provide a vehicle for branch participation in actions taken by the Society which may have an effect on branch activities, and for the President of such branches to represent their member's votes in the business of the Society.
There shall be five classes of members of the Society: charter members, regular members, student members, honorary members and sustaining members. There shall be no limit to the number of regular members. Memberships are not transferable.
Persons who, prior to June 15, 1978 shall have donated $10.00 to the Society, exclusive of any dues, shall be known as "Charter Members" and their names shall be affixed to these Bylaws. A "Charter Membership" confers no additional rights and privileges than are enjoyed by any subsequent regular member.
The regular members of the Society shall consist of those persons who pay such dues as are determined by the Board of Directors. Regular membership in the Society without the payment of dues may be granted by the Board of Directors in cases of financial hardship.
Student members shall consist of those persons who are regular students at any academic or vocational institution and who pay such dues as are determined by the Board of Directors. Student membership in the Society without payment of dues may be granted by the Board of Directors in those cases of financial hardship. Student membership confers the same rights and privileges as a regular member.
Honorary members shall consist of those persons, firms, or corporations who, in the opinion of the Board of Directors and by their majority vote have made substantial contributions toward the advancement of the computer arts and sciences. . An honorary member will not be entitled to vote on any matter affecting the Society or its officers, directors and members unless he or she is also a regular member.
Sustaining members shall consist of those persons, firms, or corporations who, in the opinion of the Board of Directors have, made important contributions to the Society in the form of monies, real or personal property, or technical assistance. A sustaining member will not be entitled to vote on any matter affecting the Society or its officers, directors and members.
A family membership is available to regular members who pay such additional dues as are determined by the Board of Directors. A family membership confers, upon each named member of the immediate family, the status of a regular member.
No person shall be excluded from membership because of age, race, religion, sex, sexual preference, color, or creed. The only qualification for membership shall be payment of such dues or waiver of such dues as determined by the majority vote of the Board of Directors. No membership may be terminated for any reason other than the non-payment of dues or a violation of the Bylaws. Termination of membership for a violation of these Bylaws must be by a three-fourth vote of the regular members constituting a quorum. New members shall be given a copy of the Society's Bylaws, and amendments thereto, and be placed in the New Members Group until they elect to become a member of an interest group.
The annual meeting of the regular members of the Society shall be held at 1:00 p. m. on the third Saturday of September of each year. Other regular meetings shall be called and held at a time and place to be selected by the Board of Directors. Notice of each meeting of regular members shall be mailed to each regular member at the address shown on the Society records no less than 10 days before the meeting. If for any reason the annual meeting of the regular members is not held on the above date, the Board of Directors shall call a special meeting of the regular members in lieu of the annual meeting, which meeting shall be held not later than 30 days after the date set for the annual meeting.
The New Member Group shall provide the following functions:
The new member group shall be represented on the Board of Directors by the Vice President, however, the Vice President shall exercise only one vote.
Interest Group(s) shall be formed within the Society to focus the members interests in various areas. An Interest Group may be formed when five or more members desire to work together in a specific area of interest. Each proposed Interest Group must have a statement of purpose, list of supporting members, and must petition the Board of Directors for recognition prior to its acceptance as part of the Society.
Each Interest Group will, at the time of petitioning for recognition by the Board of Directors, nominate a Director to represent that group upon formal recognition. Each Interest Group must maintain a minimum of five members to continue to exist. Should the membership of an Interest Group drop below five, the group will lose recognition and must reinitiate the group, as described in Section 1 above, prior to again functioning as an Interest Group.
Members of the Society must become a "member" of one Interest Group before he or she is represented by vote on the Board of Directors. This does not preclude members from participating as an "associate" in additional Interest Groups, but they will not be represented on the Board of Directors in such additional groups as long as their primary membership exists elsewhere. Members may change their interest group affiliation no more than twice during any consecutive twelve month period. This is intended to help stabilize votes exercised by each Director to a manageable amount of change. Associate affiliations are not restricted in any way.
The Director of each Interest Group is responsible to the Society for all Interest Group activities and shall ensure that such activities are in conformance with the Bylaws and in the best interest of the Society and its members. Additionally, each Director shall attend all Board of Director meetings to represent his or her Interest Group and shall exercise the number of votes represented by the group's members (excluding associates). Each Interest Group is expected to hold regular meetings, to inform the Society Secretary as to the date, time and place of such meeting, and shall account for all funds allocated to the Interest Group, as required by the Board of Directors.
Each Interest Group may be provided the use of equipment, software, tools, supplies, etc. in furtherance of the Society's purposes. All such items shall remain the property of the Society, and, should an Interest Group lose recognition, the Director of that Group will deliver all such equipment, software, tools, supplies, etc. to the Vice President for subsequent distribution to other groups or for general use..
A majority of the authorized number of directors shall constitute a quorum for the transaction of business; however, a margin of two-thirds of the votes represented shall be necessary for the expenditure of funds. Meetings of the Board of Directors shall be held regularly at a time and place as determined by a majority vote of the Board. An agenda for regular Board of Director meetings shall be available, from the Secretary, at least one week prior to each meeting. Special meetings of the Board of Directors shall be held at such times and places as directed by the President. The Secretary shall attend all meetings of the Board of Directors and shall record minutes which shall be open to inspection by any regular member. If an officer of the Society is unable to attend a meeting, of the Board of Directors that Director is responsible to select an alternate who shall attend the meeting in his place, and who shall have all the privileges and responsibilities of the regular director, including, but not limited to voting an all issues as if the director were present. (Any member may attend meetings of the Board of Directors.)
Subject to limitations of these Bylaws, the business and affairs of the Society shall be controlled by the Board of Directors, including but not limited to the following:
The officers of the Society shall be a president, vice president, secretary and treasurer, each of whom will be a member of the Board of Directors and exercise one vote. (Such vote shall be in addition to any vote exercised as a member of an Interest Group through its Director). From time to time a majority of the Directors may vote to create other officers. These may be temporary positions only. If a new permanent office is desired, the establishment of the office and delineation of its duties and responsibilities must be by amendment to these Bylaws. Officers of the Society shall not otherwise be elected a director of an Interest Group; with the exception of the Vice President, as described under the duties of that office.
Officers shall be elected at each annual meeting of the regular members, or at any special meeting of the members held in lieu of the annual meeting. All officers shall hold office until their respective successors take office on October 1 of each year, except in the case of resignation, death, disability, or removal of an officer.
The President of the Society shall, at least 60 days prior to each annual meeting of the members, appoint from the regular members of the Society a committee of at least 3 members who shall, at least 30 days before each annual meeting submit the names of those persons nominated by the committee to be officers for the ensuing year. In all cases potential nominees must consent to being nominated prior to having their names submitted by the committee.
At the annual meeting any 5 regular members may nominate one or more members to be officers for the ensuing year. Election of officers shall be by ballot. The person receiving the highest number of votes for the office nominated shall hold that office for the ensuing year.
An officer may resign or may be removed from office by a majority vote of the regular members. Vacancies will be filled at the next regular meeting of the Society by nomination and election from the general membership. A temporary officer may be appointed by the Board of Directors until the vacancy is filled.
The Board of Directors may authorize any officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Society, and this authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors, no officer, agent, or other person shall have any power or authority to bind the Society by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.
The Society shall keep in its principal office the original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the members at all reasonable times.
The rules contained in Robert's Rules of Order, revised, shall govern all members' meetings and directors' meetings of the Society, except in instances of conflict between Robert's Rules of Order and the Articles of Incorporation (if any) or Bylaws of the Society, or provisions of law.
All property of the Society shall be accounted for by the Vice President.
These bylaws may be amended only in the following manner:
Adopted by unanimous vote of the members present, April 29,
1978.
I hereby, certify that the above is a complete, accurate
and current copy of the Bylaws of the New Mexico Computer Society.
William H. Hyde-Sec.----------------------