BY-LAWS — Renewable Energy Industries Association of NEW MEXICO
Formally New Mexico Solar Energy Industry Association
(Adopted as revised November 17, 2004)
NAME AND LOCATION
Section 1: Name. The name of the Association shall be the Renewable Energy Industries Association of NM, a non-profit organization in the State of New Mexico.
Section 2: Offices. The principal offices of the Association shall be at such place as the Board of Directors may designate within the State of New Mexico.
Section 1: Scope. The objectives of the Association subscribed to by its members are statewide in scope.
Section 2: Objectives.
1. To promote, foster and advance, through cooperative action of the members of the renewable industry of the State of New Mexico, the economic application and public understanding of renewable technologies (solar, wind, geothermal, hydro, biomass etc.).
2. To provide cooperation and liaison with other persons, organizations and institutions having an interest in the conversion of renewable energy for useful purposes.
3. To cooperate in and contribute towards the enhancement of widespread understanding of the various applications of renewable technologies.
4. To engage in any lawful activities which will enhance the efficient and economic progress of the renewable energy industry and inform the public of its scope and character, such as, but not limited to, collecting and disseminating trade statistics and other useful information; to carry on and assist in research investigations and experiments; to conduct conferences and produce publications; and to conduct trade promotion activities.
5. To voluntarily extend aid or assistance, financial or otherwise, and to cooperate with such private or governmental bodies, corporations, associations, institutions, societies, agencies or persons as are now or may hereafter be engaged in whole or in part in the furtherance of the objectives and purposes herein named.
Whenever used in these by-laws, the word Association shall mean the Renewable Energy Industry Association of New Mexico, Inc. Renewable energy shall mean anything utilizing or operated by energy derived from renewable energy resources such as the sun, wind, hydro, geothermal or biomass resources.
The membership of the Association shall consist of the classes of membership specifically mentioned herein and any other classes of membership that may, from time to time, be prescribed by the Board of Directors.
Section 1. Corporate Members. (Voting) One representative from any company, corporation or business entity actively engaging in the design, manufacture, sale, installation or repair of renewable energy technologies as a commercial venture in New Mexico is eligible for corporate membership. Corporate members shall be accorded full rights and privileges of membership in the Association, including the right to vote, hold office and to chair committees.
Section 2-Associate Member. (Non-Voting) Additional associates of a corporate member. An individual or organization, government agency or public institution which has an ancillary interest in renewable energy technologies, but which does not directly participate in the renewable energy industry as a commercial venture. The rights and privileges of the associate member are limited to nonvoting participation on committees, participation at association meetings at member rates and receipt of normal communications of the association. One such member may serve on the Board of Directors.
Section 3: Resignation, A member may resign at any time. Such resignation shall be in writing, addressed to the Board and delivered to the Association office and shall become effective at the time of receipt or at a later time as may be designated. Such resignation shall not be deemed to relieve active members of the payment of dues, assessments or other charges accrued or unpaid at the date of resignation.
Section 4: Disqualification. Should a member at any time cease to meet membership qualifications, as defined in Article IV, Sections 1-2, membership may be terminated by a vote of the majority of the Board of Directors then holding office.
Section 5: Suspension and Expulsion, A member may be suspended or expelled for violation of these By-laws, or for conduct prejudicial to the interests of the Association. In order to initiate the suspension and expulsion process, the written complaint of any member shall be delivered to the Association’s office of record. Said complaint shall be considered at the next special or regularly scheduled meeting of the Board of Directors.
Suspension or expulsion shall be effected at a duly constituted meeting of the Board; by the vote; of the majority of the Directors then holding office. At least fifteen (15) calendar days before the meeting, the Secretary shall send to the affected member by registered mail a notice of such meeting and a statement of charges. The affected member shall have the right to appear or be represented at said meeting. If suspended or expelled under this section, the affected member may, within fifteen (15) calendar days after notification of the Board’s action, file with the Association office a written appeal. Upon receipt of such an appeal the Secretary shall promptly send to the Board of directors the appeal and a statement containing the reasons for the Board’s action with a ballot for the members of the Board to indicate whether or not to sustain the Board’s action. Votes received by the Association office within thirty (30) calendar days after issue shall be counted, The Board of Directors may reinstate a member without prejudice by a majority vote.
DUES AND FISCAL YEAR
Section 1: Dues. The annual dues of the Association shall be determined by the Board of Directors. Dues shall be non-refundable.
Section 2: Dues Delinquency. If a member is in arrears for more than ninety (90) calendar days in the payment of dues, that member’s rights in the Association shall cease upon notice from the Treasurer.
Section 3: Fiscal Year. The fiscal year of the Association shall be the calendar year commencing on January 1 and ending December 31 of each year. A review of the financial books and records shall be made annually by a Certified Public Accountant appointed by the Board.
MEETINGS OF THE MEMBERSHIP
Annual and special meetings shall be held at such places and at such times as the Board may deem appropriate.
Section 1: Annual Meetings. During the first quarter of each fiscal year there shall be an annual meeting of the membership for the purpose of receiving committee reports and for the transaction of regular business of the Association. At least thirty (30) calendar days before the meeting, a notice of such meeting shall be mailed to each member at the latest known address.
Section 2: Special Meetings, Special meetings of the membership may be called by the Board at any time or may be called by the President upon written request of twenty percent of the corporate membership. The business to be transacted at such a meeting shall be stated on such a notice mailed to the membership at least fifteen (15) calendar days in advance of such special meeting.
Section 3: Quorum, At least 15% of the corporate members entitled to vote at any annual or special meeting appearing in person shall constitute a quorum.
Section 4: Chairman, The President shall serve as chairman and preside at all membership meetings. In the absence of the President, Vice President shall preside. In the absence of the President and Vice President, a Director may temporarily assume the chair and invite a resolution nominating a chairman of the meeting from among the Directors present.
Section I: Representation. Each corporate member, through its designated Voting Representative shall be entitled to vote upon all matters presented to the membership of the Association.
Section 2: Mail Vote, Whenever, in the judgment of the Board of Directors, any questions shall arise which it believes should be put to a vote of the active membership and when it deems it inexpedient to call a special meeting for such purpose, the Directors may, unless otherwise required by these By-laws, submit such a matter to the membership in writing for vote and decision, and the questions thus presented shall be determined according to a majority of the votes received within five(5) calendar days after such submission to the membership, provided that in each case votes of at least twenty (20~ percent of Corporate Members shall be received. Any and all action taken in pursuance of a majority mail vote in each case shall be binding upon the Association in the same manner as would be action taken at a duly called meeting.
BOARD OF DIRECTORS
Section 1: Authority and Responsibility. The governing body of the Association shall be its Board of Directors. The Board shall have supervision, control and direction of the affairs of the Association, its committees and publications; it shall determine the general policies, shall actively promote the Association’s directives, and shall supervise the
disbursement and regulations as are necessary for the conduct of its business.
Section 2- Nomination and Election of the Directors by the Membership. The number of directors shall be seven. Prior to the first annual meeting following the adoption of these by-laws, directors shall be nominated from the membership by a nominating committee. At the first annual meeting, there shall be elected by the general membership. seven (7) directors of the association, three (3) of whom shall be elected for a term of one year and
four (4) for two years. Recommendations for nominations may be made by any member to the nominating committee or made from the floor at the time of the election provided the nominee gives his or her consent in person or in writing. Those candidates receiving the largest number of votes cast and attested to by a special committee of tellers appointed by the President shall be deemed elected and the results shall be made known to the membership promptly.
Annually thereafter, a number of Directors equal to that of those whose terms have expired or are about to expire shall be elected for a term of two years.
Section 3- Nominating; Committee: A nominating committee of not less than three (4) members of the association shall be appointed by the President during the last quarter of each calendar year. The committee will present a slate of candidates to the membership at the subsequent annual meeting. The slate shall consist of at least as many nominees as there are places on the board to be filled. Nominations may be made from the floor at the time of the election provided the nominee gives his or her consent in person or in writing .
Section 4- Qualifications for Board Membership: All members, with the exception of one, (which may be an associate member) of the Board of Directors shall be a delegate of a corporate member of REIA NM, as defined by these by-laws. Each Corporate Member shall assign it’s own representative. No more than one representative from a member company may serve an elected board position simultaneously. In the interest of maintaining neutrality within the board, one associate member may be elected and granted voting rights, however he/she may not serve as either the President or Vice-President of the Board.
Section 5- Terms of Office: Subsequent to the first annual meeting, the term of office for all directors shall be two years. Terms of office shall commence at the time of the annual meeting. A Director may consecutively serve no more than two terms of office.
Section 6- Meetings and Quorums: The Board of Directors shall hold at least one meeting per year other than that which shall be held at the annual meeting and may hold such other meetings at such places and at such times as may be directed by the Board. Four (4) of the directors shall constitute a quorum.
Section 7: Chairman. The President shall be Chairman of the Board and shall preside at meetings. In the absence of the President, the Vice President shall act as Chairman, In the absence of the President and the Vice President, any Director may assume the chair and invite a resolution nominating a Chairman for the meeting from among the Directors present.
Section 8: Conference Call Meetings. Members of the Board, or any committee designated by the President, may participate in any meeting of the Board or a committee by a conference call. Participating in such meeting, pursuant to this section, shall constitute presence in person at such meeting.
Section 9- Mail/Voice Vote: Whenever, in the judgment of the Board of Directors, any questions shall arise which it believes should be put to a vote, and when it deems it inexpedient to call a special meeting for such a purpose, the Directors may, unless otherwise required by these by-laws, submit such a matter via phone, fax modem, e-mail or in writing for vote and decision. The questions thus presented shall be determined according to a majority of the votes provided that in each case votes of all directors shall be received, and original documented ballots be returned to the designated location within five (5) calendar days after such submission. Any and all action taken in pursuance of a majority mail/voice vote in each case shall be binding upon the association in the same manner as would be action taken at a duly called meeting.
Section 10: Absences. Any member of the Board who is unable to attend a meeting shall contact the President or the Association’s office and state the reasons for absence. If a Director is absent for two consecutive meetings without notifying in advance, and with out having a reasonable cause for lack of attendance, his seat on the Board of Directors may be considered vacant. The provisions of this section are for regularly scheduled Board meetings only, and shall not apply to meetings called with less than fifteen (15) days notice.
Section 11: Vacancies, Resignations and Removal. In the case of a Board vacancy, the office shall be filled for the remainder of that term by appointment of a majority vote of the Board.
Any Director may resign at any time. Such resignation shall be in writing and shall take effect at the time specified therein, or if no time is so specified, upon its acceptance by the Board of Directors or at such other date as the Board of Directors may direct.
A Director may be removed when sufficient cause exits for such removal, including a Director’s absenting himself from the activities of the industry and/or purposes of the association.
The Board of Directors may entertain charges against any Director. A Director may be represented ~on any removal hearing. The decision of the Board shall be final and binding. The Board of Directors shall adopt such rules as it may in its discretion, not contrary to law, consider necessary for the interests of the Association, for this hearing.
OFFICERS TERMS, DUTIES AND RESPONSIBILITIES
Section 1: Officer’s Terms, The officers of the Association shall be a President, Vice President, a Secretary and a Treasurer, and shall be chosen by the Board of Directors from among their number at a regular meeting held at the time of the Association’s annual meeting. All officers shall serve a one year term and shall be eligible for re-election.
Section 2: Duties and Responsibilities of the Officers,
A. President, The President shall preside at all meetings of members of the Association and meetings of the Board of Directors; he shall, with the advice and consent of the Board, appoint all committee chairmen, approve committee members and act as spokesman for the Association.
B. Vice President. The Vice President shall be responsible for the orderly and businesslike conduct of business assigned to him by the President. In the event of a vacancy occurring in the office of the President, the Vice President shall assume the office of the President for the remainder of the unfulfilled term.
C. Secretary. The Secretary shall be the custodian of the records and shall perform such duties and exercise such powers as may be prescribed by the Board or President. The routine duties of the Secretary may be delegated in whole or in part to the administrative staff.
D. Treasurer. The Treasurer shall be responsible for the accounting procedures, control, and financial reporting of the Association.
Section 3: Administration and Management. The administration and management of the Association shall be prescribed by the Board of Directors.
Section 4: Vacancies. In the event of a vacancy occurring in the office of the Vice President, Secretary or Treasurer, the President shall recommend an individual Director to the remaining Board of Directors for approval to fill that office.
Section 1: Appointment of Committees, The President, subject to the approval of the Board of Directors, shall appoint such standing, special or subcommittees as may be required by the By-laws or as he may find necessary.
RULES OF ORDER
Unless otherwise provided in these By-laws, “Robert’s Rules of Order (Revised)” shall govern the transaction of business at all meetings.
In the event of the dissolution or final liquidation of the Association, the Board shall, after paying or making provisions for the payment of all of the liabilities of the Association, the deposition of the remaining assets should require 100 percent consent of the members in good standing at the time of dissolution or be decided by an independent group of no less than three (3) arbitrators.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Insofar as permitted by law, the association shall indemnify and save harmless each Director or Officer now or hereafter serving the Association, whether or not then in office, except in relation to matters in which such Director or Officer shall have been guilty of gross negligence or bad faith, from and against any and all claims, liabilities, penalties, forfeitures, and fines, to which he may be or become subject by reason of his becoming a Director or Officer of the Association.
AMENDMENTS TO THE BY-LAWS AND ARTICLES OF INCORPORATION
These By-laws may be altered, amended or repealed by a majority of the voting members of the Association present and voting at any duly called meeting of members, provided that copy of any proposed amendments be mailed at least thirty (30) calendar days before the date of such meeting.
Section 1: Code of Ethics. The Association shall establish a Code of Ethics for use within the Renewable Energy Industry. A requirement for membership in the Association shall be an acceptance of the Code of Ethics and each member will be required to sign a Code of Ethics document.
Section 2: Grievance Procedure. The Association shall develop and implement such grievance policies and procedures as it deems necessary and appropriate to promote industry compliance with the high standards of the Renewable Energy Industry’s Code of Ethics.
Section 1: Power to Acquire and Hold Property, The Association shall be authorized to acquire by grant, gift, purchase, devise and bequest, and to hold and dispose of such property as the Association shall require, subject to such limitations as may be prescribed by law, for the benefit of the members and not for pecuniary profit.
Section 2: Contracts, Checks, Deposits and Funds,
A. Contracts. The Board may authorize any officer or officers, agent or agents of the Association in addition to the officer so authorized by the By-laws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances.
B. Checks, Drafts, Etc. All checks, drafts or orders for payment of money, notice of other evidence of indebtedness issued in the name of the Association shall be signed by such officer(s) or agent(s) of the Association and in such manner as shall from time to time be determined by resolution of the Board.
C. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association at such Bank or Trust Company or other depositories as the Board may select.
Section 3: Bonding. The Treasurer and any other person entrusted with the handling of funds or property of the Association may, at the discretion of the Board, furnish at the expense of the Association a fidelity bond approved by the Board at such sun as the Board shall prescribe.
WAIVER OF NOTICE
Whenever, under the provisions of any law of the State of New Mexico or of the Articles of Incorporation, or these By-laws, or any resolution of the Board, the Association or the Board is authorized to take any action after notice to the members or Directors or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time if, at any time before or after such action shall be completed, such notice or lapse of time shall be waived in writing by the person or persons entitled to participate in the action to be taken, or, in the case of a voting member, by an attorney there-unto authorized.
Any meeting at which all voting members or, in the case of a meeting of the Board, all Directors are present, or with respect to which notice is waived by any absent member or director, may be held at any time, for any purpose and at any place, and shall be deemed to have been validly called and held, and all acts done and business conducted at any such meeting shall be deemed valid in all respects.