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December 20 Revised Draft Bylaws

Non Profit Corporation
Proposed Bylaws
December 20 Draft



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 serve the needs of the Monthly Meeting, including receiving, holding and disposing of property used by the Monthly Meeting for worship and related activities.

    OR

    Purpose:  The purpose of the Corporation is to serve the needs of the Monthly Meeting for worship and related activities, including receiving, holding and disposing of property.

3.  Membership:  The Corporation shall have as members those who are recorded as members of the Monthly Meeting.  Monthly Meeting attenders who register with the Corporation Secretary ["before the annual" OR "before a"] Corporation Meeting shall also be considered members of the Corporation.  Decisions rest with the 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 calendar 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 (Section 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 calendar days ahead.

5.  Directors of the Corporation:  The Board of Directors shall consist of three Directors who are members of the Corporation, plus the Clerk of the Monthly Meeting who shall be an ex officio member.  Each Director shall be appointed by the Monthly Meeting according to its usual appointment process for staggered three year terms. 

6.  Directors’ Responsibilities:  The Board of Directors with the guidance of the Monthly Meeting shall manage the business of the Corporation. 

Directors shall have the power to receive, buy, sell, mortgage, lease or transfer any property either real or personal as directed by or with the approval 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).

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 preferably face-to-face, by e-mail, or by telephone. Minutes of meetings shall be kept by the Secretary of the Corporation, approved by the Directors, and be available to members of the Corporation. The quorum required for conducting business is three directors. Directors’ decisions shall be made following traditional Friends’ decision-making practices.

7.  Officers:  The officers of the Corporation shall be the President and Secretary.  They shall be Directors and shall be chosen by the Directors.  Each officer must be reaffirmed annually.  The President may represent the Directors and the Corporation.

8.  Registered Agent:  The Registered Agent shall be appointed by the Monthly Meeting.

9.  Corporation Records:  The Corporation shall keep complete minutes of Director meetings and meetings of the Corporation, including a list of those attending.  Records shall be available to members of the Corporation.

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

11.  Approval by Santa Fe Monthly Meeting of Friends:  Any decision involving the Corporation’s assets must be approved first by the Monthly Meeting according to traditional Friends’ decision-making practices.  The Clerk of Monthly Meeting shall receive at least 10 calendar days notice of the need for approval by the Monthly Meeting.

12.  Dissolving the Corporation:  The Corporation may be dissolved by the Directors with approval of the Monthly Meeting as described in Section 13 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.)

13.  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.)

14.  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.

15.  Quorum: The quorum required to conduct business at the annual meeting and other meetings of the Corporation shall consist of 2 of the 3 Directors and 10% (ten percent) of the Corporation membership.

16.  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.

17.  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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