SOUTHERN NEW MEXICO CHAPTER OF
SAFARI CLUB INTERNATIONAL BY-LAWS
I. NAME AND ORGANIZATION
The name of this nonprofit corporation shall be SOUTHERN NEW MEXICO CHAPTER OF SAFARI CLUB INTERNATIONAL
II. PURPOSES: The purposes of Southern New Mexico Chapter of Safari Club International (hereinafter"Chapter")shall be as follows:
- To collect, organize and distribute educational information and data regarding the wild animals of the world and hunting opportunities available in the world.
- To receive donations to utilize for Chapter projects or to disburse to Safari Club International, other organizations or individuals pursuing the same or similar goals as this organization.
- To affiliate with Safari Club International in Tucson, Arizona, (hereinafter "SCI"), so that all regular members of this organization shall also be regular members of SCI.
- To provide a channel for organized efforts to promote a public (youth and adult) understanding and acceptance of sport hunting as an effective tool for wildlife conservation and management.
- To participate and associate with other clubs throughout the world which share common goals, beliefs, and purposes.
- To promote the goals and objectives of SCI, including the following:
- The Chapter will conduct at least one fund-raiser per year and contribute 30% of the net to SCI with there being no minimum dollar requirement. In any year a fund-raiser is not conducted, a minimum of $2,000 shall be contributed to the general fund of SCI.
- The Chapter shall produce a newsletter at least bi-monthly and a copy of the same shall be provided to SCI, and the Regional Representative.
- The Chapter shall be represented at not less than one SCI board meeting per year.
- The Chapter will submit to the Regional Representative a written report on Chapter activities prior to the annual meeting of the SCI board of directors and members at the annual convention.
- The Chapter will conduct at least one conservation project annually.
- The Chapter will conduct at least one educational project and/or program annually.
- The Chapter will hold at least ten (10) monthly membership meetings per year.
- The Chapter will prepare and will forward to SCI a year end financial statement not later than six months after the close of the Chapter's fiscal year.
- The Chapter will have at least 25 members at all times.
- To promote the conservation, perpetuation, and the scientific study of wildlife and natural resources throughout the world, and to conduct any such activities as are incident thereto and not in conflict with activities of an organization exempt pursuant to Section 501 c (4) of the Internal Revenue Code, as such is from time to time in effect.
- To engage in such other activities as may be appropriate in conjunction with the foregoing.
III. MEMBERSHIP AND VOTING
- Membership: There shall be two classes of members. Regular (life or annual) members shall have all of the rights of membership, including the right to vote on all items submitted to the general membership.
- Qualifications: To be eligible for membership, a person must be of good moral character and must agree to promote the purposes of this organization, and to uphold the ethics statement of SCI.
- Application for Membership: All applications for membership must be in writing on an SCI application form. Each new applicant must be nominated by one regular member. Applications for membership must be submitted to and approved by the board of directors.
- Voting Rights: Each regular member in good standing shall be entitled to cast one vote on every matter submitted to a vote of the members. Neither voting by proxy nor cumulative voting will be permitted.
- Transfer of Membership: No membership may be transferred either by the manner or by operation of law.
- Initiation Fees and Dues: Initiation fees and dues and special assessments for members shall be established by the board of directors.
- Dues - When Delinquent: Annual dues are due and payable promptly upon receipt of billing for the same from SCI. A member shall be delinquent if payment in full is not made by or within 60 days after the member's anniversary date. Any member who becomes delinquent shall be considered to have voluntarily terminated membership in the organization.
- Termination for Cause: A member who makes false statements on their membership application or those whose conduct is deemed detrimental to the principles of this organization or SCI may be dropped from membership by vote of a majority of the board of directors (i.e., at least 6 of 11 directors, 5 of 8 directors, etc.). The board of directors shall have authority, but not an obligation, to set up hearing procedures on any contested termination of membership.
- Resignation and Reinstatements: A member may resign by filing with the Secretary their written resignation. Dues paid by them in advance shall not be refunded or prorated. Such resignation shall not relieve the resigning member of the obligation to pay dues, fees or special assessments which have accrued up to the date of such resignation and which are unpaid. Reinstatement of a former member shall be made in the same way that an application for membership may be accepted; however, such application for reinstatement shall, as a condition to their reinstatement, be required to pay all dues, fees and special assessments which were previously due and unpaid by them at the time of their prior resignation.
IV. MEETINGS OF MEMBERS
- Annual Meeting and Order of Business: An annual meeting of the members shall be held in the month of June each year. The order of business shall be as follows: (a) a complete report by the Treasurer of the financial condition of the organization, including a summary of the receipts and disbursements for the fiscal year to date; (b) a review by the President of the activities of the board of directors and officers for the same period; (c) the election of directors per Article VI of these By-Laws; (d) such other new and old business as may properly brought up before the meeting.
- Installation Meeting: The installation of new officers and directors shall be held at the regular monthly meeting in July of each year.
- Regular Meeting: At least ten (10) monthly meetings of the members shall be held per year. The Secretary shall give each member written notice of the time and place of each regular meeting at least 7 days before the date scheduled for the meeting.
- Special Meeting: The board of directors may call a special meeting of the members for any purpose it deems appropriate. Written notice, including a call of the special meeting, shall state the date, time and place of the holding thereof and shall be delivered personally or by mail to each member entitled to vote at such meeting at least 7 days before the date of the meeting. If mailed, the notice shall be deemed to be delivered the day after it is deposited in the United States mail, addressed to the member at his address appearing on the organization's records, with postage thereon duly paid.
- Address Correction: It shall be the duty of each member to give to SCI and the Chapter Secretary, in writing, the member's correct address and any change thereof. Any notice required by these By-Laws to be given to a member shall be sufficient if mailed to such member at the address so furnished.
- Recommendations to Directors: At any meeting of the members, they may make recommendations to the board of directors by a majority of those present entitled to a vote. The directors shall not be bound by such recommendations, but shall give them careful and unbiased consideration, and shall report to the membership at the next regular meeting what action, if any, was taken.
- Action by Members: Action by the members on any matter may be taken only at a monthly or special meeting. The vote of a majority of the regular members with a quorum present at the same time of the vote shall be the act of the membership, unless a greater percentage of votes on any question is required by these By-Laws.
- Quorum of Members: A quorum shall be constituted as follows: At a monthly meeting, properly noticed, those members present providing that at least 10 members in good standing are present. At a special meeting, at least one-half of the total membership.
V. BOARD OF DIRECTORS
- Make up of Board: The property, affairs and business of the organization shall be managed by a board of directors. The board of directors shall consist of eleven directors comprised of:
- The immediate past president.
- Ten directors elected at large.
An alternate director, to serve as a director in the event of a vacancy. All directors shall be elected at large by the membership, except the immediate past president.
- Term of Directors: The board of directors shall designate the term of office for the directors first elected as one year or two years. At all subsequent elections, each director shall take office at the first board meeting following their election and hold office for a two year term. The director’s terms in office shall be staggered so that no more than one-half of these positions are up for election on any given year.
- Vacancies: Interim vacancies occurring on the board of directors may be filled by majority vote of the directors then in office. A director so elected to fill a vacancy shall hold office for the unexpired term of his predecessor.
- Quorum of Directors: A majority of the directors then in office shall constitute a quorum for the transaction of business.
- Action by Directors: The vote of a majority of the directors with a quorum present at the time of the vote at a regular or a special called meeting shall be the act of the board of directors unless a greater percentage of votes on any question is required by these By-Laws.
- Notice of Meeting of Board Of Directors: Notice of time, date, and place of regular meetings shall be given by resolution of the board of directors or in the manner herein provided for special meetings. Notice of all special meetings shall be given as follows: All notices shall be given at least forty-eight hours before the meeting, and may be given by telephone, in person, by mail or email. Notices given by mail shall be sent to the director's address appearing on the organization records. If sent by mail, they shall be deemed delivered on the day after mailing. The purpose of a special meeting shall be stated in the notice thereof. Attendance of a director shall constitute his waiver of notice, unless he attends for the sole purpose of objecting to the transacting of any business there at on the grounds that it was not properly called.
- Meetings of Board of Directors:
- Regular Meetings: A regular meeting of the Board of Directors shall be held prior to the regular members meetings, at the time and place agreed upon at the previous board meeting.
- Special Meetings: A special meeting of the board of directors may be called by the president or vice-president of the organization. Notice of all special meetings shall be given in accordance with Article V, Section 6 of these By-Laws.
- Minutes: The minutes of the last preceding meeting of the board of directors shall be read at each meeting, unless dispensed with by vote of the directors.
- Treasurer's Report: At each regular meeting of the board of directors, the treasurer shall make a report of the receipts and expenditures, and report the financial condition of the organization.
- Removal of Directors and Officers: The board of directors shall have the power at any regular or special meeting by two-thirds majority vote (i.e., at least 5 of 7 directors, 6 of 9 directors, etc.) to declare vacant the office of any director or officer, either for cause or without cause. Upon written request of any director or officer so removed, the matter shall be reconsidered and voted upon again at the next regular board meeting.
- Compensation: Directors shall not receive any compensation for their services as such. Nothing herein shall be construed to prevent any director from serving the organization in any other capacity and receiving compensation therefor.
- Expenses: All claims for reimbursement of expenses shall be made in writing to the treasurer. The board of directors must approve the payment of all expenses.
VI. ELECTION OF DIRECTORS
- Qualification: To be eligible to be nominated for director, a person must have been a member in good standing prior to their nomination. Directors may be elected for two or more consecutive terms.
- Nominating Committee: The board of Directors shall appoint a nominating committee consisting of five members, three of which shall be members of the board of directors, for the purpose of selecting prospective members of the board of directors. This committee shall nominate up to two candidates who have indicated a willingness to serve, if elected, for each open directorship.
- Ballots: Three weeks prior to the annual meeting of members in June, the Secretary shall mail to each regular member in good standing a ballot. The ballot shall list the names of those nominated by the nominating committee and shall provide blank spaces for three write in candidates. Along with each ballot mailed out, there shall be instructions regarding the completion of same and the procedure for returning same to the Secretary. The ballots shall be tabulated during the early part of the meeting in June. Said tabulation shall be by a committee appointed by the President. In the event of a tie regarding the last director's position or the alternate position the existing board will vote to break the tie. As soon as the tabulation has been completed, the names of the duly elected directors shall be announced to the membership. All directors shall be elected at large.
- July Meeting: All newly elected and outgoing directors shall attend all directors meetings between the election and installation. At the regular meeting of directors in July, all old board members will act on all old business agenda items and certify the election of the new directors, and at that time the newly elected directors shall have full voting authority and the directors they replace shall not be allowed to vote or be elected to office.
- Names and Qualifications of Officers: The officers of the organization shall be a President, a Vice President, a Secretary, and a Treasurer. No two of said offices may be held by the same person except the office of Secretary and Treasurer. No officer may hold the same office for more than two consecutive terms except
- Limitation of Powers: No officer may receive compensation for his services. No officer may hold a similar office with any other club, organization, or corporation with like objectives and ideals, other than those with direct affiliation with this organization.
- Term of Office: Officers shall be elected for a term of one year.
- Duties and Powers of Officers:
- President: The president shall be the principal executive officer of the organization, and, subject to the authority of the board of directors, shall have general supervision and control of the organization's affairs. He (I) shall preside at all meetings of the members and of the board of directors; (2) may sign with any other proper officer of the organization authorized by the board, any contracts or other instruments approved by the board for signature; (3) may call a special meeting of the board of directors by giving notice in accordance with Section 6 of Article V of these By-Laws.
- Vice President: In the absence of the President, or in the event of his inability or refusal to act, his duties shall be performed by the Vice President, and if the Vice President shall also be absent or unable or unwilling to act, the Secretary shall perform the President's duties. The Vice President shall perform such other duties as the President or the board of directors may assign him.
- Secretary: The Secretary shall: (I) keep the minutes of the meetings of the members and of the board of directors in books provided for that purpose; (2)see that all notices of meetings of members and directors are given in accordance with the provisions of these By-Laws or as required by law; (3)be custodian of organization records; (4) keep a register of the addresses of each member of the organization; (5) conduct correspondence; (6) read correspondence and other communications at the meetings of the board of directors; and (7) perform such other duties as may be assigned to him/her by the president or the board of directors.
- Treasurer: The Treasurer shall (l) have charge and custody of and be responsible for all funds and all such securities of the organization, from all sources, and deposit all such money in the name of the organization in such depositories as the Board may designate; (2) receive and give receipts for monies due and payable to the organization; (3) pay all just obligations of the organization upon approval by the board of directors; any claim or bill over $500.00 shall require dual signatures of the Treasurer and one other director; (4) keep a complete record of organization income and expenditures; (5) make a report to the directors of the financial condition of the organization every quarter; (6) at the annual meeting in June, make a complete report of the financial condition of the organization for the fiscal year to date; and (7) perform such other duties as may be assigned to him/her by the president or the board of directors.
- Financial Responsibility: No one officer shall have full authority or responsibility for the chapter funds. Any financial obligation of chapter funds shall require dual signatures on amounts over $500.00 of any two of the current elected directors on the bank signature card. At no time shall any officer sign a blank check or withdrawal statement.
VIII. ELECTION OF OFFICERS
- Time of Election: At the July board of directors meeting, the directors shall elect from among themselves a President, a Vice President, a Secretary, and a Treasurer.
- Method of Voting: Directors must personally be present to vote. Cumulative voting and voting by proxy shall not be permitted. Each officer shall be elected by a majority vote of those directors present at the July meeting.
The President shall create such standing or special committees as he may deem necessary or desirable to serve the organization's interests and appoint the chairman thereof. At least one member of the board of directors shall sit on each committee.
After sixty days written notice to the membership, these By-Laws may be repealed or amended or new By-Laws may be adopted by a vote of two-thirds of the membership present at the meeting. These By-Laws may not be amended or repealed by the directors. Whenever any amendment of any By-Laws is adopted, amended, or repealed, it must be copied into the book of By-Laws of the organization and copies sent to the full membership within thirty days and a copy sent to SCI.
XI. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Pursuant to §53-8-26 NMSA, and its successor statutes, the Chapter hereby indemnifies its directors, officers, former directors and officers, and volunteers of the Chapter against reasonable expenses, costs, and attorneys' fees actually and reasonably incurred by them in connection with the defense of any action, suit, or proceeding, civil or criminal, in which they are made a party by reason of being or having been a director, officer, or volunteer, other than in an action by the Chapter against the director, officer (hereinafter former or current) or volunteer. The indemnification includes any amounts paid to satisfy a judgment or to compromise or settle a claim.
Advance indemnification is allowed of a director, officer or volunteer for reasonable expenses incurred in connection with the defense of the action, suit or proceeding provided that the director, officer, or volunteer must reimburse the Chapter if it is subsequently determined that the director, officer or volunteer was not entitled to indemnification.
The director or officer shall not be indemnified if he shall be adjudged to be liable on the basis that he has breached or failed to perform duties of his office and the breach or failure to perform constitutes willful misconduct or recklessness. The Chapter incorporates by reference §§53-8-25 to 53-8-25.3 NMSA, or their successor statutes.
XII. CONTRACTS AND INSTRUMENTS
No person shall have any authority to expend money or bind the organization by any contract or instrument unless specifically authorized by the board of directors.
XIII. FISCAL YEAR
The fiscal year of this organization shall commence on July 1 and end on June 30 of each calendar year.
XIV. RULES OF ORDER
Except as otherwise specifically provided in these By-Laws, all meetings of the members, board of directors, and committees shall be governed by "Robert's Rules of Order (Revised)', insofar as they are appropriate.
XV. PROPERTY RIGHTS
No member, director, or officer shall have any rights, title or interest in any of the assets or property of this organization, except the right to make use thereof as a member in accordance with authority of the Board of Directors.
XVI. DISSOLUTION OF THE ORGANIZATION
Upon liquidation, dissolution, winding up, or abandonment of this organization, all of the property, and assets of this government shall be transferred or conveyed by way of gift to one or more domestic or foreign organizations, foundations, associations, or societies exempt from federal and state income and property taxation and engaged in activities substantially similar to those of the organization. Any such transfer or conveyance shall be executed in accordance with the laws of the State of New Mexico, United States of America relating to the liquidation, dissolution, winding up, or abandonment of nonprofit organizations. In no event shall any properties or assets of this organization be conveyed or transferred to any member, upon the liquidation, dissolution, winding up, or abandonment of this organization, except for full consideration.
CERTIFICATE OF THE PRESIDENT AND SECRETARY
OF SOUTHERN NEW MEXICO CHAPTER OF SAFARI CLUB INTERNATIONAL
We hereby certify that we are the duly elected and acting Secretary and President of said nonprofit corporation and that the foregoing By-Laws comprising 10 pages constitute the revised and most current By-Laws of the Southern New Mexico Chapter of Safari Club International. The SNM-SCI Board of Directors published these revisions September 17, 2008 and October 17, 2008 and they were approved by the vote of more than two-thirds of the membership present at the regular meeting of the membership held on October 23, 2008.