Bylaws of the Highland Business and Neighborhood Association You can download a PDF version of our bylaws here
Article l - Name
This organization shall be known as the Highland Business and Neighborhood Association (HBANA), hereinafter referred to as the Association.
Article ll - Boundaries and Purpose
Section 1. The boundaries of the Association within the City of Albuquerque, New Mexico are as follows bounded on the west by Washington Street., bounded on the north by Lomas Blvd., bounded on the east by San Mateo Blvd., and bounded on the south by Zuni Road.
Section 2. The purpose of the Association is to enhance and protect the business, commercial, and residential environment and general quality of life and property in the Association area, to eliminate and ameliorate factors which have contributed or may contribute to the decline of this area, to attract business, commercial, and residential activities to this area, and to assume responsibilities as defined in Section 14-8-2-5 of the Neighborhood Association Recognition Ordinance (NARO).
All purposes of this non-profit corporation as stated herein shall be Iimited exclusively to those purposes set forth in Section 501(C)4 of the lnternal Revenue code now in effect or as hereafter amended.
Article Ill - Membership
Section 1. Membership is open to all individuals who live (renters included), own property, or own a business within the boundaries of the association, as stated in Section 14-8-2-3(BX2) of the NARO.
Section 2. The Association shall allow ongoing membership enrollment throughout the year.
Section 3. Each member of the Association shall provide affirmation of membership.
Article IV - Dues
Section 1. Dues are voluntary for all members, and cannot be a prerequisite for either membership or voting, pursuant to Section 14-8-2-3(B)(4) of the NARO.
Section 2. Voluntary dues shall be $10.00 per year for each membership. Voluntary dues shall be set by the Board of Directors.
Section 3. Voluntary dues are to be paid annually by each residential or business member. Donations are accepted at any time.
Section 4. New memberships shall be available at any time. Memberships expire one year from the date of enrollment.
Article V - Voting
Section 1. Every affirmed Member may cast one vote on any question put to the general membership, and participate in any election before the Association.
Section 2. All questions to be voted upon by the general membership will be decided by a vote of a majority of the members present at the Annual or special meeting of the general membership voting in favor or against. ln-person, mailed paper ballot, or electronic ballots must be allowed, in which case questions will be decided by a majority of total votes cast, as stated in Section 14-8-2-3 (BX8) of the NARO. All questions to be voted upon by the Board of Directors at Board meetings will be decided by a vote of a majority of the Directors voting in favor or against, provided that at least a majority of the Board is in attendance.
Section 3. All Members are invited to attend meetings and are encouraged to speak. The Board of Directors will consider all member input, then make the final decision on behalf of the Association by vote of a majority of the Directors.
Article Vl- Board of Directors
Section 1. A Board of Directors shall be the governing body of the Association and shall consist of not less than three or more than nine members of the Association. The Board of Directors shall be elected by the general membership at the Annual Meeting. Board memberterms shall be two years and shall be staggered. Currently serving Board Members may choose to stand for re-election at the end of their term with the approval of the standing Board of Directors.
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 and the US lnternal Revenue Service. These reports are required by each agency to ensure the Association remains in compliance with these agencies.
Section 2. Board of Director Nominations: a. Nominations will be accepted to the Board of Directors at or before the Annual Meeting in September. b. The nominees must be Members and live, own property, or own a place of business within the boundaries of the Association as stated in Article ll. c. A vote will be taken during the Annual Meeting to approve nominees to serve on the Board of Directors.
Section 3. Directors of the Association may include a President, Vice President, Secretary, Treasurer, and any such other officers as determined by the Board of Directors, Officers shall be chosen by the Board at their first meeting immediately following the Annual Meeting.
Section 4. Officers shall hold one year terms. Currently serving officers may choose to stand for reappointment at the end of their term with the approval of the standing Board of Directors.
Section 5. All Members must be eligible to be a board member or an officer position within the association, pursuant to Section 14-8-2-3(B)(2) of the NARO.
Section 6.
a. Vacancies occurring in any office shall be filled for the unexpired term by a majority vote of the Board of Directors.
b. RESIGNATION BY A DIRECTOR. A Director of the Board may resign from the Board by giving notice in writing of the intent to leave the position. The vacancy becomes effective upon the date and time the written notice from the resigning Director to the other members of the Board is received by mail, by email, or in person.
c. IMPUTED RESIGNATION OF A DIRECTOR. A Director of the Board is deemed to have resigned from the Board by failing to attend three regular Board meetings during a year without adequate justification. Adequate justification is deemed to require notice of no less than three days before or no less than five days following the regular Board meeting for a reason that was beyond the control of the Director. Any member of the Board may raise the concern that a Director has missed three regular Board meetings during a year without adequate justification and the Board may vote on the removal of the absent Director at the next regular Board meeting.
Section 7. Any elected officer may be removed from office by a majority of the Board of Directors, provided that notice of the intent to remove shall be furnished to subject officer in writing at least five (5) days prior to the Board meeting at which such action is to be discussed, as stated in Section t4-8-2- 4(B)(3) of the NARO.
Section 8. No Director or Officer of the Association will represent a position on behalf of the Association in any of the following ways: at any meeting, in written communication, by phone or email, or to the public in any communication, unless that position has been previously discussed at an Association meeting and approved by a majority of the full Board at a regularly scheduled meeting or by e-mail vote Approval of any action will be entered into the minutes or, if necessary, issued in writing, stating that the Officer or Director has been given authority to represent the Association on the matter. Nothing in this section precludes an individual from speaking on their own behalf, provided they state they are not speaking as a representative of the Association.
Article Vll - Duties of the Officers
The duties of the officers shall include but not be limited to the following:
Section 1. Duties of the President: The President shall be the chief executive officer of the Association and shall in generalsupervise allthe business and affairs of the Association between meetings of the Board of Directors. The President shall preside at all meetings of the Board of Directors and the General Membership meeting. The President shall, with the approval of the Board of Directors, appoint all standing and special committees and shall be Ex-Officio member of all the committees. The President shall make an annual report to the general membership at the Annual Meeting and file such report with the Secretary. The President shall make all necessary reports to the City of Albuquerque in compliance with the Neighborhood Association Recognition Ordinance.
Section 2. Duties of the Vice President: The Vice President shall when necessary perform the duties of the President, and shall succeed to the Presidency in the event of the death, disability, resignation, or removal from office of the President until such-time as a successor to the President shall be appointed.
Section 3. Duties of the Secretary: The Secretary shall keep minutes of all meetings of the Board of Directors, general membership meetings and shall keep all records of the Association and give notice of all meetings as directed. The Secretary shall perform all other duties incidental to the office of the Secretary or as required by the President or the Board of Directors.
Section 4. Duties of the Treasurer: The Treasurer shall collect all monies due the Association, and shall deposit allfunds of the Association into a bank account set up by the Board of Directors. Every check issued from the Association account shall bear the signature of at least one Officer of the Association. The Treasurershallensure that all bills approved bythe Board of Directors are paid and shall keep a written account of all expenditures and retain all receipts. The Treasurer shall present a financial statement at every Board of Directors meeting and every general membership meeting. Copies of these reports shall be available for inspection every general meeting.
Article Vlll - Committees
Section 1. The Board may establish necessary committees at any meeting
Section 2. No report or other action of a committee of the Association shall be considered as an act of the Association unless it has been approved by the Board of Directors or by the general membership at a membership meeting.
Article lX - Meetings
Section 1. Robert's Rules of Order shall govern the Association except where in conflict with these bylaws.
Section 2. The association shall hold, at minimum, one annual meeting of the generalmembership that will be known as the Annual Meeting. The date for this Annual Meeting will be in September. The Association will notifythe ONC of this meeting, and make a reasonable attempt to give written notice to all households and businesses within its boundaries at least two weeks in advance through placement of one or more signs at prominent locations within the association boundaries and one or more of the following: U.S. Mail; delivered flyers; website or social media posting; e-mail, text message, direct message through social media, or other form of electronic messages delivered to the l<nown address of each member, pursuant to Section 14-8-2-3(B)(5) of the Neighborhood Association Recognition Ordinance (NARO).
Section 3. The Annual Meeting shall be for the purpose of electing Board Members, and receiving any Annual Reports of Officers and Committees and any other business as determined by the Board. Each member shall be afforded the ability to vote at the Annual Meeting in-person only, pursuant to Sections 14-8-2-3(B)(8Xb) and 14-8-2-3(B)(9) of the Neighborhood Association Recognition Ordinance (NARO). No election shall be held at a meeting of the Association unless it is advertised as in Section 2.
Section 4. The Board of Directors shall meet as necessary, but at least quarterly, to conduct the business of the Association, at such time and place as determined by its Directors. All Board Directors will be notified of meetings times and places. These meetings will be open to the General Membership and will be advertised in advance on the Association website and on socialmedia. Any Board meeting cancellations will be posted in advance on the Association website and on social media where a ppropriate.
Section 5. Special meetings of the General Membership may be called by a majority of the Board of Directors, 3A% of the membership, or the President. The President shall set the meeting within fifteen (15) days and the Secretary shall give notice of any such meeting.
Section 6. The Board of Directors has the option of requiring written ballots with proof of membership.
Section 7. No member of the Association may vote by proxy.
Article X - Monetary Matters Section 1. No member, director or officer will receive, directly or indirectly, any compensation or pecuniary benefit from the Association, except that the Association may reimburse them for expenses.
Section 2. ln the event of the dissolution of the Association, the Board of Directors, after payment of all liabilities of the Association, shall dispose of the remaining assets of the Association by refund to its members or by donation to an organization with a similar purpose as stated in Article ll.
Article Xl- Amendments
These Bylaws may be altered, amended, or repealed by a majority vote at any regular or special board meeting, eithervirtualorin person, bythe Board of Directors bya Board majorityvote, provided that the Board directors have been notified ten calendar (10) days in advance of the meeting that amendments will be entertained at that meeting.
These Bylaws were ratified and signed on December 12, 2023
