BYLAWS OF
ARTICLE I
NAME
The
organization shall be known as the New Mexico Society for Respiratory Care,
Inc., herein referred to as the Society, which is incorporated under the
General Not for Profit Corporation Act of the State of
ARTICLE II
PURPOSES
The Society is organized exclusively as a
professional association as described in Internal Revenue Code §501(c)(6) for the purposes outlined below.
1. To encourage, assist, develop, and
provide on a regional basis educational programs that allow opportunity to
acquire continuing education credit toward professional licensure and education
and training in the American Association for Respiratory Care C.R.C.E. Program
for those persons interested in respiratory therapy and diagnostics,
hereinafter referred to as Respiratory Care.
2. To advance the science, technology,
ethics, and art of Respiratory Care through institutes, regional meetings,
lectures, and the preparation and distribution of a newsletter and other materials.
3. To facilitate cooperation and
understanding among Respiratory Care personnel and the medical profession,
allied health professions, hospitals, service companies, industry, governmental
organizations, and other agencies interested in Respiratory Care.
4. To provide education of the general
public in pulmonary health promotion and disease prevention.
The corporation shall at all times perform such acts
which are consistent with the purposes stated herein and permitted by §501(c)(6) of the Internal Revenue Code of 1986, or corresponding
section of any future federal tax code.
ARTICLE III
MEMBERSHIP
A. CLASSES OF MEMBERSHIP.
The Society shall have
members. The membership of this Society
shall include three classes: Active
Member, Associate Member, and Special Member.
1. ACTIVE MEMBER.
Individuals are eligible for
active membership if they are employed in the State of New Mexico, and meet one
of the following criteria: (1) is legally credentialed as a respiratory care
professional or (2) Is a graduate of an educational program in
Respiratory Care Accredited by an AARC-recognized agency, or (3)
Hold a credential issued by an AARC-recognized agency. An individual who was an AARC active member
in good standing on December 8, 1994, will continue as such provided his/her
membership remains in good standing.
Active Members in good standing shall be entitled to all the rights and
privileges of membership of the Association including: the right to hold office,
hold committee chairs, and vote.
2. ASSOCIATE MEMBER.
Individuals will be
classified as associate members if they hold a position
related to Respiratory Care and do
not meet the requirements to become active members. Associate members shall have all of the
rights and privileges of the Society except that they shall not be entitled to
hold office, vote, or serve as chair of any standing committee of the
Society. There shall be the following
subclasses of associate membership:
a. Student Member: Individuals will be classified as student
members if they meet all of the
requirements for associate membership and are enrolled in an educational
program in Respiratory Care Accredited by, or in the process of seeking
accreditation from an AARC-recognized agency.
b. Physician
Member: Individuals will be
classified as physician members if they meet all of the requirements for
associate membership and are duly licensed as doctors of medicine or
osteopathy.
c. Industrial
Member: Individuals will be
classified as industrial members if they meet all of the requirements for
associate membership and their primary occupation or business or a majority of
their business time is directly or indirectly devoted to the manufacture, sale,
or distribution of equipment or product which is directly or indirectly used in
the area of Respiratory Care.
3. SPECIAL MEMBER.
There shall be the following
subclasses of Special Membership:
a. NMSRC Life Member: Life members
shall be members who have rendered outstanding service to the Society as active
members. Life membership may be
conferred by a majority affirmative vote of the Board of Directors. Life
members shall have all the rights and privileges of membership of the Society,
including the right to hold office, hold committee chairs, and vote.
b.
NMSRC Honorary Member: Honorary members shall be persons who
have rendered distinguished service to the field of Respiratory Care. Honorary membership may be conferred by a
majority affirmative vote of the Board of Directors. Honorary members shall have all the rights
and privileges of associate membership of the Society.
c.
General Member: General members shall be
individuals who have an interest in Respiratory Care and who do not qualify for
other membership classifications.
General members shall have all the rights and privileges of associate
membership in the Society.
B. PREREQUISITES FOR MEMBERSHIP.
Membership in the Society is
contingent upon membership in the AARC.
1. Applicants for membership in the Society shall be members in
good
standing in the AARC.
2. Members of the Society shall pay annual dues to the AARC in such amounts and such manner as may be established on an annual basis by the AARC Board of Directors.
3. Applicants for membership in the
Society shall meet all of the qualifications of the class of membership for
which they apply.
4. Members of the Society shall be bound
by the Articles of Incorporation, Bylaws, standing rules, code of ethics, and
other rules, regulations, policies, and procedures adopted from time to time by
the Society.
C. MEMBERSHIP MEETINGS.
Meetings of the membership
of the Society shall be held at least one time annually and at such times and
places as established by the Board of Directors of the Society. An annual meeting of the membership shall be
held in the Summer of each year. One of the purposes of the meeting shall be
the installation of the Officers and the Board of Directors of the Society.
ARTICLE IV
BOARD OF
DIRECTORS
A. NUMBER AND TERM OF DIRECTORS.
The business, property, and affairs of the Society shall be managed by its Board of Directors. The initial Board of Directors shall be comprised of twelve (12)Directors. Each Director may serve no more than two (2) consecutive terms in the same office.
B. COMPOSITION OF THE BOARD OF DIRECTORS.
The
Board of Directors shall be comprised of the following:
1. The President, serving a one-year term.
2. The President-Elect, serving a one-year term.
3. The Immediate Past President, serving a one-year term.
4. The Vice President, serving a one-year term.
5. The Secretary, serving a one-year term.
6. The Treasurer, serving a one-year term, and
7. Senior delegate to the AARC House of Delegates
8. One (1) Director will be elected from each of the five
regions
within the Society’s boundaries,
serving a two-year term.
The regions shall be:
a. The Central Region, which will include
b. The Northwest Region, which will
include
c. The Southwest Region, which will
include Catron, Socorro,
d. The Southeast Region, which will
include Eddy, Lea,
e. The Northeast Region, which will
include Quay, San
Miguel,
The Central, Southwest, and Northeast Regions shall elect Directors on even numbered years. The Northwest and Southeast Regions will elect Directors on odd-numbered years.
C. INCREASING OR DECREASING THE NUMBER OF DIRECTORS.
By a two-thirds (2/3) vote
of the entire Board of Directors, the Board may increase or decrease the number
of Directors at its discretion. However, no action by the Board of Directors in
decreasing the number of Directors shall have the effect of shortening any
Director’s term of office.
Notwithstanding this provision, the Board may not decrease the number of
Directors to less than three (3).
D. REMOVAL OF DIRECTORS.
Any Director may be removed
from the Board of Directors whenever, in
the judgment of the Board, the
interests of the corporation will be served thereby. Such removal shall require that two-thirds
(2/3) of the entire Board of Directors vote in favor of such removal.
E. VACANCIES.
Vacancies on the Board of
Directors shall be filled by election by the remaining
Directors. Each person so elected to fill a vacancy
shall remain a Director for the unexpired term of the Director he or she has
replaced. For a vacancy in the office of
Junior Delegate the Board of Directors may appoint a person to attend the HOD
meeting until the next election is held and a new Junior Delegate can be
elected.
F. ACTION BY UNANIMOUS WRITTEN CONSENT.
If and when the Directors shall unanimously consent in writing or electronically to any action to be taken by the Society, such action shall be a valid corporate action as though it had been authorized at a meeting of the Board of Directors.
G. POWER TO MAKE BYLAWS.
By two-thirds (2/3) vote of
the entire Board of Directors, the Board of Directors shall have power to make
and alter any bylaw or bylaws, including the fixing and altering of the number
of Directors, provided, that the Board shall not make or alter any bylaw or
bylaws fixing the qualifications, classifications, or term of office of any Director
of the then existing Board.
H. POWER TO ELECT OTHER OFFICERS AND APPOINT AGENTS.
The Board of Directors, shall have power to elect such other Officers and
appoint Agents as the Board may deem necessary for transactions of the business
of the Society.
I. REMOVAL OF OFFICERS AND AGENTS.
By a two-thirds (2/3) vote
of the entire Board of Directors, any Officer or Agent may be removed by the
Board of Directors whenever in the judgment of the Board the business interests
of the Society will be serviced thereby.
J. POWER TO FILL VACANCIES.
The Board, by a two-thirds
(2/3) vote, shall have power to fill any vacancy, except
President, Immediate Past
President, and Delegate in any office occurring for any reason whatsoever.
K. DELEGATION OF POWERS.
For any reason deemed
sufficient by a two-thirds (2/3) vote of the entire Board of Directors, whether
occasioned by absence or otherwise, the Board may delegate all or any of the
powers and duties of any office to any other Officer or Director, but no
Officer or Director shall execute, acknowledge, or verify any instrument in
more than one capacity.
L. POWER TO APPOINT OTHER COMMITTEES.
The Board of Directors shall
have the power to appoint by a two-thirds (2/3) vote of the entire Board of
Directors any other committees from the membership at large, which may include
members of the Board of Directors, as it deems appropriate. Such appointment shall provide for the
purpose, duties, and powers of such committee.
M. POWER TO REQUIRE BONDS.
The Board of Directors may
require any Officer or Agent to file with the Society a satisfactory bond
conditioned for faithful performance of his or her duties.
N. EXECUTIVE COMMITTEE.
The Executive Committee of
the Board of Directors shall consist of the President of the Society,
President-Elect of the Society, Immediate Past-President of the Society, Vice
President of the Society, Secretary of the Society, and Treasurer of the
Society. By a two-thirds (2/3) vote of
the entire Executive Committee, they shall have the power to act for the Board
of Directors between meetings of the
Board of Directors and such action shall be subject to ratification by the
Board at its next meeting. The Chair of
the Executive Committee shall be the President of the Society. The Executive Committee shall also function
as the Finance Committee. The chair of
the Finance Committee shall be the President of the Society.
O. COMPENSATION.
Directors
shall not receive compensation for their services as Directors.
ARTICLE V
BOARD OF
DIRECTORS MEETINGS
A. ANNUAL
MEETING.
The Board of Directors shall have one annual meeting, which shall be held in the Summer of the year. Additional business meetings shall be for the purpose of receiving reports and other business properly brought before the board.
B. NOTICE OF ANNUAL MEETING.
At least ninety (90) days
prior to the date of the annual meeting of the Board of Directors, written
notice of the time and place of such meeting shall be mailed, as herein
provided, to each Director.
C. DELAYED ANNUAL MEETING.
If, for any reason, the
annual meeting of the Board of Directors shall not be held during the Summer,
such meeting may be called and held as a special meeting, and the same
proceedings may be had there as at an annual meeting, provided that the notice
of such meeting shall be the same as herein required for the annual meeting,
namely, not less than a ninety (90) day notice.
D. REGULAR MEETINGS OF BOARD.
Regular meetings of the
Board of Directors shall be not less than once every calendar quarter at such
time and place as the Board of Directors shall determine. At least 30 days prior to the date of the
regular meeting of the Board of Directors, written and/or electronic notice of
the time and place of such meeting shall be mailed, as herein provided, to each
Director.
E. SPECIAL MEETING OF BOARD.
Special meeting of the Board of Directors may be called by the President or upon written request of four (4) members of the Board of Directors at any time by means of such written notice by mail of the time, place, and purpose thereof to each Director as the President in his or her discretion shall deem sufficient, but action taken at any such meeting shall not be invalidated for want of notice if such notice shall be waived as herein provided.
F. NOTICES AND MAILINGS.
All notices required to be
given by any provision of these Bylaws shall state the authority pursuant to
which they are issued (such as “by order of the chairman, “
or “by order of the Board of Directors” as the case may be) and shall
bear the written, stamped, typewritten, printed or electronic signature of the secretary. Every notice shall be deemed duly served when
the same has been deposited in the
G. WAIVER OF NOTICE.
Notice of the time, place and purpose of any meeting of the Board of Directors may be waived in writing, either before or after such meeting has been held, as described in Section F above.
ARTICLE VI
QUORUMS
A. QUORUM OF MEMBERS.
Twenty-five percent (25%) of
the Active and Life members shall constitute a quorum at any meeting of the
membership.
B. QUORUM OF DIRECTORS.
A
majority of the Directors, exclusive of proxies, shall constitute a quorum.
ARTICLE VII
NOMINATIONS
A. NOMINATIONS COMMITTEE.
The Board of Directors shall
elect a Nominations Committee (herein referred to as the Nominations Committee)
each year at least one hundred and eighty (180) days before the annual
membership meeting to present a slate of nominees for the following year. The Nominations Committee shall consist of
six (6) individuals who are Active or Life Members of the Society. The Chairman of the Nominations Committee
shall report the slate of nominees to the Board of Directors at least ninety
(90) prior to the annual membership meeting.
B. NOMINATIONS
1. The Nominations Committee may place in
nomination the names of more than one (1) person for the office of President-Elect,
Vice President, Secretary, Treasurer, Delegate and Junior Delegate to the House
of Delegates to the AARC, an shall place in nomination for each of the Board of
Directors to be elected the names of two (2) or more persons.
2. Only Active and Life Members in good standing in the Society shall be eligible for nomination.
3. The Nominations Committee shall provide
a pertinent biographical sketch of each nominee’s professional activities and
services to the organization, all of which shall be part of the ballot.
4. On written petition of eight (8) or
more active members filed at any office of the Society not less than ninety
(90) days prior to the annual membership
meeting, any other member or members may be nominated. If a nominating petition is so filed, such
further nominations shall be placed on the ballot.
C. BALLOT.
1. The Nominations Committee’s slate and
biographical sketches shall be mailed to every Active and Life member in good
standing and eligible to vote sixty (60) days prior to the annual membership
meeting.
2. If the Society’s Board of Directors specifies that the vote shall be by mail, the list of nominees shall be so designed as to be a secret mail ballot with provisions for write-in votes for each office. Ballots, to be acceptable, must be postmarked at least thirty (30) days before the annual membership meeting. The deadline date shall be clearly indicated on the ballot.
3. If the vote is to be conducted at the
annual membership meeting, the date, time, and place shall be clearly
indicated on the ballot. Provisions
shall be made for absentee ballots to allow all eligible members the
opportunity to vote.
D. TALLYING BALLOTS.
1. The Nominations Committee shall check
the eligibility of each ballot and tally the votes thirty (30) days before the
annual membership meeting. The results
of the election shall be announced at the annual membership meeting.
ARTICLE VIII
VOTING AND
PROXIES
A. WHO IS ENTITLED TO VOTE.
Each Director shall, at
every meeting of the Board of Directors, be entitled to one vote in person or
by proxy upon each item of business properly submitted to a vote.
B. PROXIES.
A Director may authorize any
other Director to exercise his or her vote by proxy if he or she is unable to
attend any given meeting of the Board. A
proxy shall be operative only for the meeting specified and only if it is
signed by and/ or electronically submitted by the
absent Director and filed with the Secretary prior to the Board meeting for
which it is designated. Unless otherwise limited by the absent Director, the
proxy shall apply to all items of business properly presented at the meeting.
No Director in attendance shall be permitted to represent more than one other
Director by proxy at any meeting of the Board of Directors.
C. MAIL VOTE.
Whenever, in the judgment of the Board of Directors, it is necessary to present any business to the membership prior to the next annual membership meeting, the Board of Directors may, unless otherwise required by these Bylaws, instruct the Nominations Committee to conduct a vote of the membership by mail. The question thus presented shall be determined according to a majority of the valid votes received by mail within thirty (30) days after such a submission except in case of changes in the Bylaws when a two-thirds (2/3) majority of the valid votes is required. Any and all actions approved by the members, in accordance with the requirements of this Article, shall be binding upon each member thereof. Any amendment to the Bylaws of this Society shall be presented to the membership at least sixty (60) days prior to a mail vote, as provided in Article XVII of these Bylaws concerning amendments.
ARTICLE IX
A. OFFICERS.
The Officers of the Society
shall be a President, a president-elect (who automatically succeeds to the
presidency when the President’s term expires), a Vice President, an Immediate
Past President, a Secretary, a Treasurer,
B. TERM OF OFFICE
The term of office for Society Officers shall be for one (1) year. The term shall begin immediately following the annual membership meeting. The President, president-elect and immediate Past President shall not serve more than one (1) consecutive term in the same office. The Vice President, Secretary, and Treasurer shall not serve more than two (2) consecutive terms in the same office.
C. VACANCIES IN OFFICE.
1. In the event of a vacancy in the office
of President, the president-elect shall become acting President to serve the
unexpired term and shall also serve his or her own term as President.
2. In the event of a vacancy in the office
of president-elect, the Vice President shall assume the duties, but not the
office, of the president-elect and shall also continue to service his or her
own office until the next scheduled meeting of the Board of Directors at which
time the Board will elect a qualified member to fill the vacancy.
3. In the event of a vacancy in the office
of Vice President, Secretary, or Treasurer elect, the Board of Directors shall,
at its next scheduled meeting, elect a qualified member to service the
unexpired term of the vacant office.
4. In the event of a vacancy in the office
of Treasurer, the Treasurer elect shall become acting Treasurer to serve the
unexpired term and shall also serve his or her own term as Treasurer.
5. In the event of a vacancy in the office of
Senior Delegate, the Junior Delegate shall assume the office of Senior
Delegate.
D. DUTIES OF OFFICERS.
1. PRESIDENT.
The President shall succeed
from the office of President-Elect and be from the Active or Life membership of
the Society. He or she shall be the
chief executive officer of the Society, and shall have general and active
management of the business of the Society and shall see that all orders and
resolutions of the Board are carried into effect. He or she shall be an ex officio member of
all standing committees and shall have the general powers and duties of
supervision and management usually vested in the office of president of a
2. PRESIDENT-ELECT
The President-Elect shall become acting President in the event of the President’s absence, resignation, or disability. The president-elect shall act as the Society’s Liaison to the Chartered Affiliates Committee of the AARC, submitting necessary reports on a timely basis. He or she shall perform such other duties as shall be assigned by the President of the Society.
3. VICE PRESIDENT.
The Vice President shall
perform the duties and exercise the powers of the president-elect during the
absence or disability of the president-elect.
4. IMMEDIATE PAST PRESIDENT.
The Immediate Past President
shall service as a resource and historical perspective regarding financial and
legislative business on the Board of Directors for the Society.
5. SECRETARY.
The Secretary shall attend
all meetings of the Board of Directors, and of the Executive Committee, and
shall preserve in books of the Society true minutes of the proceedings of all
such meetings. He or she shall safely
keep in his or her custody the corporate Seal of the Society and shall have
authority to affix the same to all instruments where its use is required. He or she shall give all notices required by
statute, bylaw, or resolution, and shall perform such other duties as may be
delegated to him or her by the Board of Directors or by the Executive
Committee.
6. TREASURER.
The Treasurer shall be
elected by and from the Active and Life membership. The Treasurer shall have custody of all
Society funds and securities, shall keep in books belonging to the Society full
and accurate accounts of all receipts and disbursements, and shall deposit all
monies, securities, and other valuable effects in the name of the Society in
such depositories as may be designated for that purpose by the Board of Directors. The treasurer shall disburse the funds of the
Society as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the President and Directors at the regular
meetings of the Board, and whenever requested by them, an account of all his or
her transactions as Treasurer and of the financial condition of the Society.
ARTICLE X
SOCIETY DELEGATES TO THE
AARC HOUSE OF DELEGATES
Delegates of the AARC shall
be elected as specified in the Bylaws of the AARC, Article VII, Section 5, and
as provided for by the Society’s Board of Directors. The duties of the Delegates shall be those
specified in the Bylaws of the AARC, Article VII, Section
3. The Delegation of the Society shall
consist of a Senior Delegate and a Junior Delegate who shall serve staggered
four year terms. At the expiration of
the Senior Delegates term the Junior Delegate will assume the title and duties
of the Senior Delegate.
ARTICLE XI
COMMITTEES
A. STANDING COMMITTEES.
The
members and Chairs of the following standing committees shall be appointed by
the President of the Society, subject to the approval of the Board of
Directors, to serve for a term of one (1) year, subject to reappointment.
1. Membership
2. Nominations
3. Judicial
4. Communications
5. Program and Education
6 Bylaws
B. SPECIAL COMMITTEES AND OTHER
APPOINTMENTS.
Special
committees may be appointed by the Executive Committee.
ARTICLE XII
DUTIES OF
COMMITTEES
A.
MEMBERSHIP COMMITTEE.
1. This committee, through networking, shall encourage and promote membership in the AARC and in the Society in such a manner as approved by the Board of Directors.
B. FINANCE COMMITTEE.
1.
This Committee shall be composed of the Executive Committee and the
Medical Advisor or his or her designee.
2. It shall be the duty of this Committee
to make the final critical appraisal of candidates to see that the nominations
are in the best interests of the AARC and the Society through a consideration
of personal qualifications and geographic representations, as applicable.
3. This Committee shall prepare, receive,
verify, and count ballots for all elections held during the calendar year.
D. JUDICIAL.
1. This Committee shall review formal
written complaints against any individual Society member charged with any
violation of the Society Bylaws or otherwise with any conduct deemed
detrimental to the Society or the AARC.
Complaints or inquiries may be referred to this Committee by the
Judicial Committee of the AARC.
2. If the Committee determines that the
complaint justifies an investigation, a written copy of the charges shall be
prepared for the Medical Advisor(s) or his or her designee with the benefit of
legal counsel, if deemed advisable.
3. A statement of charges shall then be
served upon the member and an opportunity given that member to be heard before
the Committee.
4. After careful review of the results of the hearing conducted with the benefit of legal counsel, when the Chair of the Committee deems counsel necessary or desirable, the Committee shall make recommendations for action to the Board of Directors and shall forward a complete report including copies of all documents to the Chair of the Judicial Committee of the AARC.
E. COMMUNICATIONS
1. The Committee shall concern itself with
the Society’s public image with hospitals, government agencies, other allied
health associations, and the public through dissemination of information
regarding Respiratory Care and the activities, positions, and perspectives of
the Society.
2. This Committee shall concern itself
with the execution of a Society newsletter and all other publications of this
Society with the public, hospitals, and other organizations through
dissemination of information concerning Respiratory Care.
3. This Committee shall maintain such a
liaison as has been established by he Board of
Directors with other organizations whose activities may be of interest to the
members of this Society. This shall
include the preparation of publications, programs, and items to bring the
message of Respiratory Care and the AARC to medical, nursing, and hospital
groups as well as educational facilities where use of such material can be
expected to recruit new people to the field of Respiratory Care. Such material
shall be subject to the approval of the Medical Advisor(s).
F. PROGRAM AND EDUCATION COMMITTEE.
1. This Committee shall consist of at least five (5) members and be so constructed as to provide experienced members for program and education planning.
2. The Medical Advisor(s) or his or her
designee will be a consultant member of this Committee.
G. BYLAWS COMMITTEE.
1. This Committee shall receive and prepare all amendments to the Bylaws for submission to the Board of Directors. This Committee may also initiate such amendments for submissions to the Board of Directors.
ARTICLE XIII
SOCIETY
MEDICAL ADVISORS
The Society shall have at least one (1) Medical
Advisor.
ARTICLE XIV
FISCAL YEAR
The fiscal year of this Society shall be from January 1 through December 31.
ARTICLE XV
ETHICS
If the conduct of any Society member shall appear, as reported by the Society or by the AARC Judicial Committee, to be willful violation of the Bylaws or standing rules of this Society or the AARC or prejudicial to this Society’s interests as defined by the AARC’s Code of Ethics, the Board of Directors may, by two-thirds (2/3) vote of its entire membership, suspend, expel, or censure such a member. A motion to recommend the suspension or expulsion of such a member may be made at the next regular meeting of the Board of Directors. All suspension or expulsion actions shall be reported to the AARC Judicial Committee.
ARTICLE XVI
PARLIAMENTARY
PROCEDURES
The rules contained in Robert’s Rules of Order Revised shall govern whenever they are not in conflict with the Bylaws of this Society of the AARC.
ARTICLE XVII
AMENDMENTS TO
THE BYLAWS
These Bylaws may be amended at any regular or called meeting or by mail vote of the New Mexico Society for Respiratory Care Board of Directors by a two-thirds (2/3) majority of those members voting, provided that the amendment has been presented to the membership in writing at least sixty (60) days prior to vote. All amendments must be approved by the AARC Bylaws Committee, and ratified by the AARC Board of Directors. Upon approval by a two-thirds (2/3) majority vote of the NMSRC, the proposed amendment shall become part of the Bylaws.
ARTICLE XVIII
INDEMNIFICATION
A. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Except as otherwise provided in Section B of this Article, the Society shall indemnify an individual made a party to a proceeding because he or she is or was an Officer of Director against liability incurred in the proceeding if:
(1) he or she conducted himself or herself in good faith; and
(2) he or she reasonably believed:
(a) in the case of conduct in his or her official capacity with the Society, that his or her conduct was in its best interest; and
(b) in all other cases, that his or her conduct was at least not opposed to the Society’s best interest; and
(3) in the case of any criminal proceeding he or she had no reasonable cause to believe his or her conduct was unlawful.
The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the Officer or Director did not meet the standard of conduct described in this section.
B. INDEMNIFICATION PROHIBITED.
The Society may not indemnify an Officer or Director under this Article:
(1) in connection with a proceeding by or in the right of the Society in which the Officer or Director was adjudged liable to the Society: or
(2) in connection with any other proceeding charging improper personal
benefit to him or her, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her.
C. LIMIT ON INDEMNIFICATION.
Indemnification permitted under this Article in connection with a proceeding by or in the right of the Society is limited to reasonable expenses, costs, and attorney’s fees in connection with the proceeding.
D. REASONABLE EXPENSES COVERED.
The Society shall indemnify an Officer or Director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was an Officer or Director of the Society against reasonable expenses incurred by him or her in connection with the proceeding.
E. ADVANCE PAYMENT AVAILABLE.
The Society shall pay for or reimburse the reasonable expenses incurred by an Officer or a Director who is a party to a proceeding in advance of final disposition of the proceeding if:
(1) the Officers or Director furnishes the Society a written affirmation of his
good faith belief that he or she has met the standard of conduct described in Section A of this Article;
(2) the Officer or Director furnishes the Society a written undertaking,
executed personally or on his behalf, to repay the advance if is ultimately determined that he or she did not meet the standard of conduct; and
(3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this Article.
F. MAXIMUM BENEFIT INTENDED.
The Society intends this Article to be construed to give the maximum indemnification permitted under N.M.S.A. §53-8-26 to the Officers and Directors of the Society.
ARTICLE XIX
CORPORATE SEAL
A. SEAL.
The Board of Directors shall provide an appropriate seal bearing the name of the Society, which shall be the corporate seal. It shall be in the custody of the Secretary and shall be affixed to documents as authorized by these Bylaws or by the Board of Directors.
B. FAILURE TO AFFIX SEAL.
The failure to affix the corporate seal shall not have any effect on the validity of any document.
ARTICLE XX
EXECUTION OF
INSTRUMENTS
A. CHECKS AND DRAFTS.
All checks, drafts, and orders for payment of money shall be signed in the name of the Society and shall be countersigned by such Officers or Agents as the Board of Directors shall from time to time designate for that purpose.
B. CONTRACTS, CONVEYANCES, OR OTHER INSTRUMENTS.
When the execution of any contract, conveyance, or other instrument has been authorized without specification of the executing Officers, the President, or any Vice-President, and the Secretary, may execute the same on behalf of this Society and may affix the corporate seal thereto. The Board of Directors shall have power to designate the Officers and Agents who shall have authority to execute any instrument on behalf of this Society.
Submitted to AARC By-laws committee Oct 2004
Approved AARC BOD: Mar 2005