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Draft Articles and Bylaws - October 18

Non Profit Corporation
Proposed Articles and Bylaws

 

ARTICLES


Article 1: Name:  Corporation of the Santa Fe Monthly Meeting of the Religious Society of Friends (Quakers)

Article 2:  Period of Duration:  Perpetual

Article 3:  Purpose:  The purpose of the corporation is to provide for worship and related activities of the Santa Fe Monthly Meeting of the Religious Society of Friends (hereinafter “the Monthly Meeting”), and maintain and dispose of property thus used.  Santa Fe Monthly Meeting of the Religious Society of Friends shall be considered the parent organization for the corporation.
 

Article 4:  Initial registered office:  630 Canyon Road, Santa Fe, NM 87501
     :  Initial registered agent: _____________________________

Article 5: Initial Board of Directors: (3 minimum) names and addresses.
        ____________________________________________
        ____________________________________________
        ____________________________________________

Article 6: Name and address of initial incorporators.
Signature/Date

[Back: Statement of acceptance of appointment by initial registered agent]

BYLAWS


1. Name:  The name of the nonprofit corporation shall be Corporation of the Santa Fe Monthly Meeting of the Religious Society of Friends (Quakers), hereinafter “the Corporation.”  It is organized under the New Mexico Nonprofit Corporation Act (Section 53-8-1 to 53-8-99 NMSA 1978.)

2. Purpose: The purpose of the corporation is to provide for worship and related activities of the Monthly Meeting, and maintain and dispose of property thus used. The Monthly Meeting shall be considered the parent organization for the corporation.

3. Membership:  The Corporation shall have as members those who are members of the Monthly Meeting and those attenders of the Monthly Meeting who desire to be members of the Corporation. 

4. Meetings:  The annual meeting of the Corporation shall take place in February of each year on the same date and in the same place as a regularly scheduled business session of the Monthly Meeting, and shall be held immediately prior to or immediately following the business session. The annual meeting of the Corporation shall be announced at least ten days ahead following the normal Monthly Meeting procedures and shall be held in accordance with Quaker principles and the good order of Friends, and in conformance with the New Mexico Nonprofit Corporation Act (53-8-1 to 53-8-99, NMSA 1978).

Additional meetings of the Corporation may be called by the Directors as deemed
necessary and shall also be announced ten days ahead.

5. Directors of the Corporation:  The Board of Directors shall consist of four Directors who are members of the Monthly Meeting, plus the Clerk of the Monthly Meeting who shall be an ex officio member.  Each Director shall be appointed by the Monthly Meeting for staggered four year terms.  Any vacancy shall be filled by the Monthly Meeting which shall determine the appointment process and when the terms shall begin and end.

6. Directors’ Responsibilities:  The Board of Directors shall manage the affairs and business of the Corporation.  The Directors shall act in accordance with Quaker principles and the good order of Friends, and in conformance with the New Mexico Nonprofit Corporation Act (Section 53-8-1 to 53-8-99 NMSA 1978).

Directors shall have responsibility for the care of the place of worship of the Monthly Meeting, and shall have the power to buy, sell, mortgage, lease or transfer any property either real or personal as directed by or with the approval of the Corporation.

To seek advice and approvals, the Directors shall have the opportunity to be on the agenda of each regular business session of the Monthly Meeting, and shall request special business sessions of the Monthly Meeting as needed.

7. Director Meetings:  The Directors shall meet as needed, and at least annually before the Corporation’s annual meeting.  A meeting can be called by any director.  Meetings may be conducted face-to-face, by e-mail, or by telephone. Minutes of meetings shall be kept by the Secretary of the Corporation and approved by the Directors. The quorum required for conducting business is three directors.

8. Director Decisions:  Director decisions shall be made following traditional Friends’ decision-making practices involving at least three directors. 

9. Officers:  The officers of the Corporation shall be the President, Vice-president and Secretary.  They shall be Directors, and chosen by the Directors.  Each officer serves a one-year term and may be reappointed or removed.

10. Representing the Corporation.  The President may represent the Directors and the Corporation.

11. Registered Agent.  The Registered Agent shall be appointed by the Monthly Meeting to fill a term of 4 years, and may be reappointed. The Registered Agent shall be responsible for filing all Corporation reports required by the State of New Mexico.

12. Corporation Records.  The Corporation shall keep complete minutes of Director meetings and meetings of the Corporation, including a list of attendees and a membership list, consisting of the members of the Monthly Meeting and any attenders who indicate to the Secretary that they wish to be listed as Corporation members.

Records shall be kept in conformance with Section 53-8-86 NMSA 1978.

13. Corporation Assets.  To accomplish its purpose as described in Article 2 of these Bylaws, the Corporation may receive funds and other assets from Monthly Meeting and directly from other sources.

14. Approval by Santa Fe Monthly Meeting of Friends.  Any decision involving a substantial portion of the Corporation’s assets shall be taken to the Monthly Meeting in a timely and deliberate manner for approval according to traditional Friends’ decision-making practices.  The Clerk of Monthly Meeting shall receive at least 10 days notice of the need for such consultation.

15. Dissolving the Corporation.  The Corporation may be dissolved by the Directors with approval of the Monthly Meeting as described in Section 14 of the By-laws.  A statement of intent to dissolve must be filed with the New Mexico Public Regulation Commission as described in the New Mexico Nonprofit Corporation Act (Section 53-8-1 to 53-8-99 NMSA 1978.)

16. Distribution of Assets upon Dissolution.  The net assets of the Corporation shall, upon dissolution of the Corporation, be conveyed as appropriate to the Monthly Meeting or to other Quaker organizations according to a plan presented by the Directors to and approved by the Monthly Meeting. The dissolution shall follow the provisions of the New Mexico Nonprofit Corporation Act (Section 53-8-1 to 53-8-99 NMSA 1978.)

17. Amending Bylaws.  All changes in the bylaws of the Corporation shall be approved by the Monthly Meeting and ratified by the Corporation at a meeting of the Corporation.

18. Quorum. The quorum required to conduct business at the annual meeting and other meetings of the Corporation shall consist of the 3 of the Directors and 2/3 of the average attendance of the previous 12 months’ regularly scheduled business sessions of the Monthly Meeting.

19. Liability. The directors, officers, employees and members of the corporation shall not be personally liable for the corporation's obligations, pursuant to Section 53-8-25 NMSA 1978.

20. Indemnity. The Corporation shall have the power to indemnify any director or officer or former director or officer of the Corporation against reasonable expenses, costs, and attorneys' fees actually and reasonably incurred by him or her in connection with the defense of any action, suit or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been a director or officer, pursuant to Section 53-8-26 NMSA 1978.

    

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