SPUR RANCH ROAD ASSOCIATION
NAME AND LOCATION OF OFFICE
The name of this non-profit association is Spur Ranch Road Association, designated in these bylaws by SRRA or by "Association." The principal office of the Association in the State of New Mexico shall be located in the County of Santa Fe. The Association may have such other offices, either within or without the state of New Mexico, as the business of the Association may require from time to time.
MEMBERSHIP CRITERIA Membership in the Association shall be voluntary and open to all property owners whose property abuts Spur Ranch Road, or who use Spur Ranch Road as their primary or secondary access to their property, except that property owners may be disqualified for membership or removed from membership by a majority vote of the Board of Directors, at their sole and absolute discretion.
ANNUAL MEETING The annual meeting of the members shall be held on a date to be established by the Board of Directors, but no later than thirteen (13) months from the date of the last annual meeting, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. In the event that such annual meeting is omitted by oversight or otherwise as provided herein, the Board of Directors shall cause a meeting in lieu thereof to be held as soon thereafter as conveniently may be accomplished. Such subsequent meeting shall be called in the same manner as provided for the annual members meeting.
SPECIAL MEETINGS. Special meetings of the members may be called by the President or by a majority of the Board of Directors or by not less than one-twentieth (1/20th) of all the members entitled to vote at such meeting.
PLACE OF MEETING. The President or Secretary may designate any place within reasonable proximity to Spur Ranch Road as the place of meeting for any annual meeting or for any special meeting. 2
NOTICE OF MEMBERS MEETING. Written, emailed or posted notice of all members meetings stating the time and place, and the purposes for which such meetings are called, shall be given by the President, a Vice President, the Treasurer or the Secretary, or by any one or more members entitled to call a special meeting of the members personally, in the case of special meetings, not less than three (3) days prior to the date of the meeting; and in the case of the annual meeting, not less than fifteen (15) days prior to the date of the meeting, to each member of record at his or her address or email address as it appears on the membership list of the Association, unless he or she shall have filed with the Secretary of the Association a written request that notice intended for him or her be mailed or emailed to some other address, in which case, it shall be mailed or emailed to the address designated in such request.
Any meeting of which all members shall, at any time, waive or have waived notice in writing, shall be a legal meeting for the transaction of business, notwithstanding that notice has not been given as hereinbefore provided.
QUORUM OF MEMBERS. At any meeting of the members, twenty percent (20%) represented by members of record in person or by proxy, shall constitute a quorum, but a lesser interest may adjourn any meeting, and the meeting may be held as adjourned without further notice, provided, however, that directors shall not be elected at meetings so adjourned. When a quorum is present at any meeting, a majority of the membership represented shall decide on any questions brought before such meeting, unless the question is one upon which by express provision of law or of the Articles of Incorporation or of these Bylaws a larger or different vote is required, in which case such express provision shall govern and control the decision of such questions.
VOTING. The Association shall have one class of voting membership, and one (1) vote shall be assigned to each parcel owned by the members which abuts Spur Ranch Road, or for which Spur Ranch Road serves as the primary or secondary access to the parcel. These votes may be exercised, subject to the following restrictions:
(a) Voting is restricted to members whose dues payments are current at the time of the vote,
(b) Members who own multiple parcels may exercise one vote per parcel, not to exceed twenty (20) percent of the total eligible parcels in the Association.
PROXIES. At all meetings of members, a member may vote by proxy executed in writing by the member or his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Association before or at the time of the meeting.
At all meetings of members, homeowners associations may vote on behalf of the members of their association by proxy. The number of eligible qualified votes is equal to the most recent aggregate dues paid by the homeowners association to SRRA divided by the SRRA dues assessment per individual parcel, but not to exceed the number of parcels represented by the homeowners association, nor more than forty (40) percent of the total parcels in SRRA.
GENERAL POWERS. The Board of Directors shall have the entire management of the business of the Association. In the management and control of the property, business, and affairs of the Association, the Board of Directors is hereby vested with all the powers possessed by the Association itself, insofar as this delegation of authority is not inconsistent with the laws of the state of New Mexico, with the Articles of Incorporation of the Association, or with these Bylaws.
NUMBER, TENURE AND DISQUALIFICATIONS. The number of directors of the Association shall be five (5), except that the number may be increased to a maximum of seven (7) or decreased to a minimum of three (3) by a majority vote of the directors. At the first annual meeting of the members, three (3) members of the Board of Directors shall be elected by the members to serve three (3) year terms and two (2) members of the Board of Directors shall be elected by the members to serve two (2) year terms. All subsequent elections for membership to the Board of Directors shall be for three (3) year terms. Directors shall be members of the Association who are current in the payment of membership dues.
REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this bylaw, immediately after, and at the same place as the annual meeting of members. The Board of Directors may provide, by resolution, the time and place, either within or without the state of New Mexico, for the holding of additional regular meetings without other notice than such resolution. There shall be a minimum of two (2) regular meetings of the Board of Directors annually, including the meeting following the annual membership meeting.
SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place within proximity to Spur Ranch Road as the place for holding any special meeting of the Board of Directors called by them.
NOTICE. Notice of any special meeting of directors shall be given at least three (3) days previously thereto by written notice delivered personally or mailed or emailed to each director, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile or email, such notice shall be deemed to be delivered when the notice is received by fax or the recipient’s computer. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or conveyed. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. 4
QUORUM. A majority of the number of directors fixed by these Bylaws as constituting the Board of Directors shall constitute a quorum for the transaction of business, but a lesser number (not less than two ) may adjourn any meeting and the meeting may be held as adjourned without further notice.
MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
ACTION BY CONSENT. Any action required to be taken at a meeting of the directors, or any other action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. Such consent shall have the effect of a unanimous vote and shall be equally valid as if said action were approved at a meeting.
REMOVAL. At any regular or special meeting duly called, any one or more of the members of the Board of Directors may be removed with or without cause by two-thirds (2/3rds) of the total eligible votes of the Association, and a successor may then and there be elected to fill the vacancy thus created. Any director whose removal has been proposed by the members shall be given at last seven (7) days notice of the time, place and purpose of the meeting and shall be given an opportunity to be heard at the meeting.
VACANCIES. Except as provided in Section 9 of this Article III, any vacancy occurring on the Board of Directors or in a directorship to be filled by reason of any increase in the number of directors, may be filled by the directors. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
COMPENSATION. Directors as such shall not receive any stated salaries for their services.
COMMITTEES. The Board of Directors may designate and appoint by resolution one or more committees, each of which shall consist of at least one director. The committees shall exercise only such power and authority of the Board of Directors as specifically set forth by the resolution designating and appointing such committee. No committee shall have the authority of the Board of Directors in reference to any of the acts prohibited by NMSA 1978, §53-8-21 of the Nonprofit Corporation Act. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him or her by law.
NUMBER. The officers of the Association shall consist of a President, one or more Vice Presidents, a Secretary, and a Treasurer, and such other officers and assistant officers as may be deemed necessary. Any two or more offices may be held by the same person, except the offices of President and Secretary.
ELECTION AND TERM OF OFFICE. The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her qualified successor shall have been duly elected or appointed or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.
REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its sole and absolute judgment and discretion the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
PRESIDENT. The President shall be the chief executive of the Association. The President, unless some other person is specifically authorized by vote of the Board of Directors, shall sign all instruments, agreements and contracts of the Association. He or she shall perform all the duties commonly incident to his or her office and shall perform such other duties, as the Board of Directors shall designate.
VICE-PRESIDENT. Except as especially limited by vote of the Board of Directors, any Vice President shall perform the duties and have the powers of the President during the absence or disability of the President and shall have the power to sign all instruments, agreements and contracts of the Association. He or she shall perform such other duties and have such other powers, as the Board of Directors shall designate.
TREASURER. The Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the money, funds, valuable papers, and documents of the Association and shall have and exercise, under the supervision of the Board of Directors, all the powers and duties commonly incident to this office. He or she shall deposit all funds of the Association in such bank or banks as the directors shall designate. He or she may endorse for deposit or collection all checks and notes payable to the Association or to its order and may accept drafts on behalf of the Association. He or she shall keep accurate books of account of the Association’s transactions, which shall be the property of the Association, and together with all its property in his or her possession, shall be subject at all times to the inspection and control of the Board of Directors. 6
SECRETARY. The Secretary shall keep accurate minutes of all meetings of the members and the Board of Directors, and shall perform all the duties commonly incident to his or her office, and shall perform such other duties and have such other powers, as the Board of Directors shall designate. In his or her absence at any meeting any assistant secretary or a secretary pro tempore, shall perform his or her duties thereat.
CONTRACT, LOANS, CHECKS AND DEPOSITS
CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
LOANS. No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall, from time to time, be determined by resolution of the Board of Directors.
DEPOSITS. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.
OPERATION OF THE ASSOCIATION
FISCAL YEAR. The fiscal year of the Association shall be the period beginning on January 1 and ending on December 31.
ANNUAL REPORT. Within sixty (60) days of the end of the fiscal year, the Board of Directors shall supply all members an itemized accounting of the administration, maintenance and other expenses for the preceding calendar year actually incurred and paid, together with a tabulation of the amounts collected pursuant to estimates provided, and showing the net amount over or short of the actual expenditures plus reserves. Any amount accumulated in excess of the amount required for actual expenses and reserves shall be credited to the members in a manner to be determined by the Board of Directors.
BOOKS AND RECORDS. The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, 7
Board of Directors and committees having any of the authority of the Board of Directors. The Association shall keep at its registered office of principal office in New Mexico a record of the names and addresses of its members entitled to vote. All books and records of the Association may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time.
DUES AND FEES. Membership dues and fees shall be set by the Board of Directors based on its annual budget for the Association and shall be paid by each member semi-annually on April 30 and October 31 of each year, or upon another schedule as determined by a majority vote of the Board of Directors. At the annual meeting or a special meeting of the membership at which a quorum is present, the annual budget of the Association and the amount of membership dues and fees to be assessed shall be presented by the Board of Directors for approval by a majority vote of all members present at such meeting and entitled to vote. If the membership does not approve the budget, dues and fees, the last-approved budget, due and fees of the Association shall remain in full force until effect until a new one is approved by the membership.
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provision of these Bylaws or under the provisions of the Articles of Incorporation or under the provision of the law under which this Association is organized, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
RIGHT TO INDEMNIFICATION. Subject to the provisions of the Nonprofit Corporation Act, any director or officer shall be indemnified and held harmless by the Association for reasonable expenses, costs, and attorneys fees actually or reasonably incurred by each such director and officer in connection with his or her involvement in any action, suit or proceeding by reason of his or her being or having been a director or officer of the Association. Any director or officer shall also be indemnified for those reasonable amounts paid to satisfy a judgment, fine, or penalty or to compromise or settle a claim. The indemnification provided shall be to the fullest extent authorized by the Nonprofit Corporation Act and shall inure to the benefit of the heirs and personal representatives of any director or officer. No director or officer shall be indemnified if he is adjudged to be liable on the basis that he has breached or failed to perform the duties of his or her office and the breach or failure to perform constitutes willful misconduct or recklessness. Advance indemnification may be allowed of a director or officer for reasonable expenses to be incurred in connection with the defense of the action, suit or proceeding, provided that the director or officer first enters into a written agreement with the Association to reimburse
the Association if it is subsequently determined that the director or officer was not entitled to indemnification due to a subsequent adjudication of liability on the basis of willful misconduct or recklessness in the performance of his or her office.
INSURANCE. The Association shall maintain insurance, at its expense, to protect itself and any director or officer against any such expense, liability or loss.
These Bylaws may be altered, amended or repealed and new bylaws may be adopted at any annual meeting of the members of the Association or at any special meeting when the proposal to amend these Bylaws has been stated in the notice of such a special meeting, by a two-thirds (2/3rds) majority of the eligible votes represented at the meeting at which a quorum is present.