Proposed By-Laws Changes, January 2015

New Mexico Trout By-Laws
As amended date

ARTICLE I. PURPOSE AND OBJECTIVES

The mission of New Mexico Trout is to preserve and restore trout, and their associated watersheds in New Mexico. New Mexico Trout is organized and operated exclusively for charitable, educational or scientific purposes including, in furtherance of such purposes,

  1. Educating the public about the benefits and value of restoring, preserving and enhancing cold water fisheries in New Mexico;
  2. Promoting awareness, knowledge and ethics in activities that support trout fishing and fisheries in New Mexico;
  3. Promoting and supporting research and fish management activities that benefit cold water fisheries in New Mexico;
  4. Preserving and protecting habitat and environmental conditions necessary to support trout fishing and fisheries in New Mexico.

ARTICLE II. ORGANIZATIONAL STATUS

Section 1. Organizational Status

New Mexico Trout is a nonprofit corporation organized under the laws of the state of New Mexico. No part of the revenues of New Mexico Trout shall inure to the benefit of, or be distributed to its members, officers, directors, or other individuals, except to the extent that New Mexico Trout shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of the goals set forth in these by-laws.

ARTICLE III. BOARD of DIRECTORS

Section 1. Composition

The affairs of New Mexico Trout shall be managed by a Board of Directors, hereafter referred to as the Board. The Board shall consist of, but not be limited to:

  1. The officers of New Mexico Trout, including the president, vice president, secretary, and treasurer;
  2. The immediate past president of New Mexico Trout;
  3. Such number of general directors as shall be deemed appropriate by the Board.

The Board of Directors may select a chief administrative officer who will have the title of executive director. The executive director will direct and manage the activities of the corporation and, when authorized, will execute and deliver documents in the name of the corporation.

The Board may also, at its discretion, create other offices of the Corporation and assign duties and authorities to them, as required, to address the affairs of New Mexico Trout. All officers shall, at all times, be members of the Board. Four positions on the Board shall be available for directors residing outside the Albuquerque metropolitan area, which includes Bernalillo, Sandoval, Torrance, and Valencia counties in the State of New Mexico. All directors, including all officers, must be members in good standing of New Mexico Trout, as delineated under Article V of these by-laws.

Section 2. Nomination

Any member in good standing may nominate himself, or herself, or any other member as a candidate for election to the Board, either as an officer or as a general director. Such nominations shall be made in writing, designating the correct name of the nominee, must be accompanied by evidence that the nominee acknowledges and accepts such nomination, and must be delivered to the Corporation’s secretary at least 15 days prior to a regularly scheduled Board of Directors meeting.

Section 3. Elections

The principle principal officers of the Corporation, to include the President, Vice President, Secretary and Treasurer shall be elected by simple majority of the votes received from current members. The vote is to be held by mail-in ballot, with the ballots distributed in the month of November, and all ballots must be returned by the first of December. The existing Board of Directors will elect their successors. Members can vote (1) electronically; (2) by mail upon request of a printed ballot from the Secretary; or (3) on the New Mexico Trout website during the month of November. All electronic and mail-in ballots must be received by the first of December. The Board of Directors is authorized to elect and appoint other directors and additional officers by a majority vote of the directors and officers then in office.

Section 4. Terms

The directors, including the officers, shall each serve a two-year terms. The terms of the general directors shall be staggered, with one-half of the general directors being elected in even years and the balance in odd years. Election of the President and Secretary shall be in odd years and the election of the Vice Present and Treasurer shall be in even years.  Terms of service shall start January 1 of the year following election. No individual shall serve more than three consecutive two-year terms as an officer.

Section 5. Resignation, Removal, or Prolonged Incapacitation of a Director

Any director or officer may resign at any time. Such resignation shall be submitted in writing to the Secretary and shall take effect immediately. Any director or officer may be removed, for any reason by a two-thirds majority vote of the Board of Directors.

Section 6. Vacancies

In the event of a vacancy resulting from the resignation, removal, or prolonged incapacitation of the president of New Mexico Trout, the vice president shall serve the remainder term of his or her predecessor‘s term. Other vacancies on the Board, including vacant offices, that result from resignation, removal, or prolonged incapacitation may be filled at any time by a simple majority vote of the remaining members of the Board of Directors.

Section 7. Compensation

No Director or Officer will receive, directly or indirectly, any income, profit, compensation or pecuniary benefit from the Corporation, except that the Corporation may reimburse them from Corporate funds upon proper documentation for expenses incurred on behalf of the Corporation, and may compensate them for services rendered in furtherance of Corporate purposes. Other individuals or organizations, acting on behalf of the Corporation, may be paid reasonable compensation for services actually rendered to the Corporation.

Section 8. Conflict of Interest

A conflict of interest exists when there is a conflict between the public interest and the private pecuniary interest of an individual director or officer. No director or officer shall use information, relationships or their participation in the Corporation’s activities for their personal or financial advantage. Directors and officers shall make prior disclosure of any matter in which they have a financial, or potential financial interest, to the Board and shall abstain from participation and/or voting on any matter in on which they have a conflict of interest.

ARTICLE IV. POWERS and DUTIES of the BOARD

Section 1. Powers

The Board of Directors shall be responsible for the overall management and control of the business and affairs of New Mexico Trout and, in this capacity, shall exercise all powers and authorities that may be exercised by the Corporation. Any action taken by a majority of the Board, although not taking place at a regularly called meeting, shall be as valid and effective as if passed by the Board at a regular meeting. Such actions may be invoked by vote of the board members in the form of voice vote, written ballot, electronic mail, or telephone, as recorded by the secretary and signed by the board members.

Section 2. Duties

The Board shall duly perform all of its duties under these by-laws. In addition, each of the officers shall bear certain specific responsibilities that shall include, but not be limited to the following:

  1. The president shall preside over all Board of Directors meetings and shall have general charge and control over the affairs of New Mexico Trout, subject to the approval of the Board of Directors.
  2. The vice president shall perform such duties as may be assigned by the Board, and in event of the absence, resignation, removal, or prolonged incapacitation of the president, shall be vested with all the duties and powers of the president for the remainder of the previous president’s elected term, as delineated under Article III, Section 6, of these by-laws.
  3. The secretary shall keep a record of all of the proceedings of all Board of Directors meetings; and shall give notice, as required in by these by-laws, of all Board meetings; and shall have custody of all books, records, and papers of the Corporation, except as otherwise specified by the Board. All books, records, and papers of the Corporation shall be available for inspection by the membership at reasonable times.
  4. The treasurer shall keep accounts of all monies, receipts, and disbursements of the Corporation, and shall ensure the safekeeping of all monies of the Corporation in the name and to the credit of the Corporation in such banks and depositories as the Board shall designate. The treasurer shall also report the current status of the accounts of the Corporation at each regular meeting of the Board and prepare and present quarterly and annual financial reports to the Board.

The Board shall have the power to designate a member to temporarily perform the duties of any officer who is temporarily absent or incapacitated.

Section 3. Working Committees

The Board may create, empower, and assign responsibilities to working committees.

ARTICLE V. MEMBERSHIP

The Board of Directors may, by resolution, establish one or more classes of membership and provide for eligibility requirements for membership and rights and duties of members, including the obligation to pay annual dues. Membership shall be for a calendar year with memberships paid during the fourth quarter shall include the following calendar year. Members who have paid their annual dues shall be voting members of the Corporation. Membership in this corporation shall be available to all persons without regard to race, color, religion, age, sex, or national origin.

ARTICLE VI. MEETINGS

Section 1. Notice and Place of Meeting

An annual meeting of the Board of Directors will be held during the month of October at a time and place fixed by the President. Notice of the annual meeting stating the time and location shall be delivered not less than ten days before the meeting date either personally, or by electronic or regular mail. Other meetings, whether of the membership or the Board, shall be held at locations designated by the Board. Meetings may be held outside of the state of New Mexico only by the advance approval of a two-thirds majority vote of the Board.

Section 2. Special Meetings

Special meetings of the Board may be held at any time when called by the president or by any five directors a simple majority of general directors and principal officers. All directors and officers shall receive notice at least 48 hours prior to any special meeting of the Board.

Section 3. Establishing a Quorum, Action

A majority of the number of Directors general directors and principal officers  then in office will constitute a quorum for all meetings of the Board of Directors. A quorum once attained continues until adjournment despite voluntary withdrawal of enough Directors to leave less than a quorum. The act of a majority of Directors present at a meeting at which a quorum is present will be the act of the Board unless a greater number is required by the Nonprofit Corporation Act or these By-laws.

Section 4. Consent in Lieu of a Meeting

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken is signed by a majority of directors.

ARTICLE VII. FINANCES

Section 1. Fiscal Year and Annual Budget

New Mexico Trout shall utilize a fiscal year coinciding with the calendar year, including the first day of January and extending through the last day of December of each year. All business of the Corporation shall be conducted in accordance with this fiscal year. The Treasurer shall be present, and the Board shall authorize an annual budget for the operation of the Corporation. A majority vote of the Board members in attendance at a meeting shall be required to permit any deviation of the greater of 10% or $2,000 from the approved annual budget, whichever is less.

Section 2. Limitation on Expenditures

At no time may the Board obligate or expend funds exceeding funds available in the Corporation’s treasury.

Section 3. Disbursement of Funds

Funds and monies of the Corporation shall be disbursed only by check drawn on such banks and depositories as the Board shall designate.

Section 4. Dissolution of the Corporation

Upon the dissolution of the Corporation, the Board shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all assets of the Corporation in a manner that will directly benefit the efforts of another other organization or organizations that are dedicated to the preservation of wild trout fisheries and are organized and operated exclusively for charitable, educational, or scientific purposes in a manner that qualifies that organization or those organizations as exempt under section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Law.

ARTICLE VIII. SEAL

Section 1. Seal

Adoption of a seal shall be at the discretion of the Board.

ARTICLE IX. AMENDMENTS

Section 1. Amendments to the By-laws

Amendments to, or the repeal of, the By-laws of this Corporation shall be announced through the organization’s newsletter or by email notification to the members at least 60 days in advance of the planned adoption date, with a written ballot supplied to active members. Current members will be able to vote electronically be accessing the Corporations web site and recording their votes by the announced deadline. Written ballots will be supplied to current members on request to the Secretary and must be received be the Corporation by the announced deadline. The adoption of the amendment shall be accomplished by a two-thirds majority vote of the electronic and written ballots received by the announced deadline.

CERTIFICATE

The undersigned, being duly elected officers of New Mexico Trout, do hereby certify that these restated by-laws were adopted at a meeting of the general membership of New Mexico Trout on 10 December, 2002 [insert new date].

Mike Maurer, President
Trisha Breslin, Secretary
Gerald L. Burton, President
Lorenzo Maldonado, Secretary