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policies:bylaws-010514 [2016/01/07 17:51]
Geoff Nicholson [Section 3. Distribution of Assets] 		policies:bylaws-010514 [2024/10/07 13:56] (current)
65.21.232.254 ↷ Links adapted because of a move operation
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 The principal office of the corporation is located in 680 Haines Avenue NW, being the City of Albuquerque in the County of Bernalillo in the State of New Mexico. The principal office of the corporation is located in 680 Haines Avenue NW, being the City of Albuquerque in the County of Bernalillo in the State of New Mexico.
 ==== Section 2. Change of Address ==== ==== Section 2. Change of Address ====
-The designation of the county or state of the corporation’s principal office may be changed by amendment of these bylaws. The board of directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:+The designation of the county or state of the corporation’s principal office may be changed by amendment of these bylaws. The board of directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:\\ 
 + 
 +**New Address:** 1511 Central Avenue NE, Albuquerque, NM, 87106\\ 
 +**Dated:** October 1, 2024 
 ==== Section 3. Other Offices ==== ==== Section 3. Other Offices ====
 The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate. The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.
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   - Execute fiduciary responsibilities of the corporation as presented by the officers and directors.   - Execute fiduciary responsibilities of the corporation as presented by the officers and directors.
 ==== Section 5. Term of Office ==== ==== Section 5. Term of Office ====
-Each year, one half of the authorized number of directors shall be elected to serve on the board of directors for a two-year term as governed by the Election Policy ([[policies:election_policy|Appendix B]]). Each director shall hold office until his or her successor is elected and qualified.+Each year, one half of the authorized number of directors shall be elected to serve on the board of directors for a two-year term as governed by the Election Policy ([[policies:election_policy-010514|Appendix B]]). Each director shall hold office until his or her successor is elected and qualified.
  
 If, at a meeting for the election of directors, more than one group of initial board members is elected to serve for a first staggered term of office, then the secretary of the corporation shall assign each director to a numbered group and shall make a chance selection between or among the numbered groups (by selecting among other lots or by some other chance selection procedure).  The group corresponding to the number so chosen shall be subject to election to a staggered term at the meeting. If, at a meeting for the election of directors, more than one group of initial board members is elected to serve for a first staggered term of office, then the secretary of the corporation shall assign each director to a numbered group and shall make a chance selection between or among the numbered groups (by selecting among other lots or by some other chance selection procedure).  The group corresponding to the number so chosen shall be subject to election to a staggered term at the meeting.
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 Meetings of the board of directors shall be presided over by the chairperson of the board, or, if no such person has been so designated, or in his or her absence, the president of the corporation, or in his or her absence, by the vice president of the corporation, or in the absence of each of these persons, by a chairperson chosen by the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting. Meetings of the board of directors shall be presided over by the chairperson of the board, or, if no such person has been so designated, or in his or her absence, the president of the corporation, or in his or her absence, by the vice president of the corporation, or in the absence of each of these persons, by a chairperson chosen by the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
  
-Meetings shall be governed by Consensus Policy ([[:policies:consensus_policy|Appendix A]]), insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws or with provisions of law.+Meetings shall be governed by Consensus Policy ([[policies:consensus_policy-010514|Appendix A]]), insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws or with provisions of law.
  
 ==== Section 14. Vacancies ==== ==== Section 14. Vacancies ====
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 When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures: When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:
  
-    - a.    the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation, +    -the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation, 
-    - b.    all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6©(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a “disqualified person” (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations): +    -all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6©(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a “disqualified person” (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations): 
-      - 1.    is not the person who is the subject of the compensation arrangement, or a family member of such person; +      -is not the person who is the subject of the compensation arrangement, or a family member of such person; 
-      - 2.    is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement +      -is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement 
-      - 3.    does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement +      -does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement 
-      - 4.    has no material financial interest affected by the compensation arrangement; and +      -has no material financial interest affected by the compensation arrangement; and 
-      - 5.    does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member. +      -does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member. 
-    - c.    the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following: +    -the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following: 
-      - 1.    compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. “Similarly situated” organizations are those of a similar size, purpose, and with similar resources +      - compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. “Similarly situated” organizations are those of a similar size, purpose, and with similar resources 
-      - 2.    the availability of similar services in the geographic area of this organization +      - the availability of similar services in the geographic area of this organization 
-      - 3.    current compensation surveys compiled by independent firms +      - current compensation surveys compiled by independent firms 
-      - 4.    actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services. +      - actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services. 
-    - d.    the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include: +    - the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include: 
-      - 1.    the terms of the compensation arrangement and the date it was approved +      - the terms of the compensation arrangement and the date it was approved 
-      - 2.    the members of the board or compensation committee who were present during debate on the transaction, those who consensed on it, and the details of the consensus decision +      - the members of the board or compensation committee who were present during debate on the transaction, those who consensed on it, and the details of the consensus decision 
-      - 3.    the comparability data obtained and relied upon and how the data was obtained +      - the comparability data obtained and relied upon and how the data was obtained 
-      - 4.    If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination. +      - If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination. 
-      - 5.     If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting. +      - If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting. 
-      - 6.    any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and the consensus decision to approve the arrangement). +      - any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and the consensus decision to approve the arrangement). 
-      - 7.    The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee. +      - The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.
 ==== Section 6. Annual Statements ==== ==== Section 6. Annual Statements ====