BY-LAWS OF HIGHLAND BUSINESS AND NEIGHBORHOOD ASSOCIATION, INC.
ARTICLE I
NAME AND BOUNDARIES
Section 1: The name of the corporation shall be HIGHLAND BUSINESS AND NEIGHBORHOOD ASSOCIATION, INC. (herein referred to as HBANA)
Section 2:The Association's Central Avenue area will be bounded by Washington Blvd. on the west; San Mateo Blvd. on the east; Lomas Blvd. on the north; and Lead Avenue/Zuni Road on the south. The Association will be served by the mailing address of 305 Quincy Street NE, Albuquerque, NM 87108; until and unless changed by a majority vote of the Board of Directors.
ARTICLE II
PURPOSE
Section 1: To enhance and protect the business, commercial, and residential environment and general quality of life and property in the HBANA area.
Section 2: To eliminate and ameliorate factors which have, or may, contribute to the decline of this area.
Section 3: To attract business, commercial, and residential activities to this area.
Section 4: To engage in any other purposeful activity defined in section 53-8-4 New Mexico Statutes Annotated (1978 comp.).
Section 5: All purposes of this non-profit corporation as stated herein shall be limited exclusively to those purposes set forth in Section 501 (C) 4 of the Internal Revenue code now in effect or as hereafter amended.
ARTICLE III
MEMBERSHIP
Section 1: Any individual or organization whose business, residence, or property is located within the prescribed boundaries stated in these Bylaws, and who subscribes to the purposes and basic policies of the HBANA, and is current in their annual dues, may become a member in good standing of the HBANA.
Section 2: The HBANA shall conduct an annual enrollment of members but individuals or organizations may be admitted to membership at any time.
Section 3: A regular membership shall be limited to residents of the neighborhood association area. One membership shall be shared among residents of one household or among joint property owners.
Section 4: A business membership shall be limited to any person or legal entity that operates a place of business or institution within the boundaries of the neighborhood association area. One membership shall be shared among joint operators of a place of business or institution.
Section 5: There shall be one (1) vote per membership. There shall be one (1) vote for each place of business (businesses if same operator). No person or legal entity shall have or control more than one vote.
Section 6: Only members in good standing of the HBANA shall be eligible to participate in its voting procedures, or to serve in any of its elected or appointed positions.
Section 7: Each member of the HBANA will pay annual dues in an amount to be set by the Board of Directors of the HBANA.
Section 8: Members whose residence or business are outside the boundaries of the Association may be admitted as associate members upon special vote of a majority of the Board of Directors.
ARTICLE IV
OFFICERS AND BOARD OF DIRECTORS
Section 1: The Officers of the Association shall consist of a Past President, President, Vice President, Secretary, and Treasurer. All officers shall be active members in good standing, elected by majority vote at the regular annual meeting and should hold office for one (1) year, or until their successors have been qualified and elected.
The retiring President shall automatically become Past President and serve on the Board of Directors.
The Board of Directors shall be constituted of the officers and at least two, and no more than five, Members at Large. Members at Large are appointed by the Officers through a majority vote of the Officers at a regularly called meeting. Members at Large must be active members in good standing. A quorum will be any four (4) of the Board of Directors members present at a called meeting, however, two of the four must be officers. The Board of Directors shall be responsible for the management and administration of HBANA in all respects and for all purposes and shall have the power to conduct the business of the organization except that which is retained by the membership as provided by these bylaws.
Section 2: Nominations for officers shall be made by a Nominating Committee appointed by the President. Nominations may also be made from the floor.
Section 3: Any vacancy occurring in the offices of the Board of Directors of the Association shall be filled by appointment of the Board of Directors, and will serve until the next annual meeting.
Section 4: All officers of the Board of Directors shall serve in their Board capacities without salary, fees or any form of compensation; however, they may accept reimbursement for actual expenses incurred while executing Board approved or assigned activities. Original receipts shall be submitted to the Treasurer, and if found in order, shall be authorized for reimbursement. Receipts shall be submitted within the January 1, to December 31, fiscal year in which they were incurred.
Section 5: Any officer or member at large may be removed from the Board of Directors by a quorum vote of all members of the Board of Directors. Removal may take place upon any substantiated evidence of an officer or member at large being found to have acted inappropriately concerning HBANA finances or representation of HBANA to the community at large.
ARTICLE V
OFFICER AND MEMBER-AT-LARGE DUTIES
Section 1: Duties of elected or designated officers are specified as, but not limited to, the following:
President- the President shall preside at all meetings of the members and the Board of Directors, and perform the usual duties of this office or those imposed by the Bylaws, and will cast the deciding vote in case of a tie, appoint all committees and serve as an ex-officio member of all committees.
Past President- the Past President will serve on the Board of Directors to assist in continuity of Association purpose and policy.
Vice President— the Vice-President shall, in the absence of the President, perform the duties of that office and in case of the resignation or departure from the office of the President, shall become President.
Secretary- the Secretary shall supervise the communications of the Association and prepare minutes of all Board and Membership meetings.
Treasurer— the Treasurer shall supervise all funds and accounts of the Association and prepare financial and other related reports as required for the fiscal operation of the Association.
Members at Large—At least two (2) and no more than five (5) elected Members will assist and vote when present in all Board of Directors' decisions and represent the membership in general.
Section 2: All checks written on the Association bank account will be signed by the Treasurer and one (1) other authorized elected or designated officer. A third officer will present his or her signature to the bank for acceptance as an alternate signature.
Section 3: Each officer shall serve a term according to the fiscal year of October 1 through September 30 with no restrictions for succeeding terms.
Section 4: The Treasurer's account (s) shall be examined annually by an auditing committee of not less than three (3) members in good standing, independent of the Board, who, satisfied that the Treasurer's accounts are correct, shall sign a statement of that fact, and attach it to the Treasurer's annual report. The Auditing Committee shall be appointed by the Board of Directors at least one (1) month before the annual meeting.
Section 5: It shall be the duty of the Board of Directors to execute all annual reports required by the City of Albuquerque Office of Neighborhood Coordination, the New Mexico Secretary of State Office and the US Internal Revenue Service (501(c)4 non-profit organization status). These reports are required by each agency to ensure the HBANA organization remain in compliance.
Section 6: All officers shall deliver to their successors all official Association materials not later than ten (10) days following the election of their successors.
ARTICLE VI
MEETINGS
Section 1: Board of Directors meetings shall be held on a regular basis, at least three (3) times each calendar year, to insure the continuity of the business operations of the Association, and may be called for by any member in good standing of the Board of Directors.
Section 2: The Annual Meeting shall be held once each calendar year during the month of September. The time and place will be selected by the Board of Directors, and must be preceded by ten (10) days notice to the general membership, and to all non-members who reside or do business within the boundaries previously described in these Bylaws. Notification to non-members shall be facilitated through the use of the HBANA website, other appropriate social media channels, distribution of handbills and appropriately posted signs throughout the Association's prescribed area. No election shall be held at a meeting unless so advertised.
Section 3: A majority vote of those members currently in good standing who are present shall be required for the legal completion of any business in any meeting of the Association, provided all members in good standing were duly notified of the meeting as required in HBANA by-laws.
Section 4: All meetings shall be governed by the rules contained in the current edition of Robert’s Rules of Order, in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws and any special rules the Association may adopt.
ARTICLE VII
DUES
Section 1: The annual dues for members of this Association shall be set by the Board of Directors after the Board has determined the funds necessary for carrying on the work of the HBANA.
ARTICLE VIII
AMENDMENT PROCEDURE
Section 1: These Bylaws may be amended by a majority vote of the members in good standing present, provided that the general membership has been notified, in writing, of the proposed amendments at least ten (10) days prior to said meeting, and that the substance and contents of such amendments shall have been fully described.
Section 2: These Bylaws are binding upon the HIGHLAND BUSINESS AND NEIGHBORHOOD ASSOCIATION, INC., until such time that a majority of the officers of the Board of Directors vote for their amendment to be approved by majority vote of attending members at the annual meeting.
ARTICLE IX
DISSOLUTION
Section 1: Should future exigencies make the Association's dissolution necessary, a special meeting shall be called in order to decide the disposal of all monies and other assets of the Association. Notification of this meeting shall be made to the membership and general public at least ten (10) days before the meeting is held.
ARTICLE X
APPROVAL
ADOPTED THIS 6th DAY 0F SEPTEMBER, 2018, BY A MAJORITY VOTE OF OFFICERS AND MEMBERS AT LARGE PRESENT AT A REGULARLY CALLED AND ADVERTISED MONTHLY MEETING..
