ByLaws
OF
THE RALPH SWENTZELL INSTITUTE
Article I. Offices
The principal office of the corporation in the State of
New Mexico shall be located at 1539 B. Burro Lane, Santa
Fe, NM 87507. The corporation may have such other offices,
either within or without the State of New Mexico, as the
board of directors may designate or as the business of the
corporation may require from time to time.
The registered office of the Corporation, required by the
New Mexico Nonprofit Corporation Act to be maintained in
the State of New Mexico may be, but need not be, identical
with the principal office in the State of New Mexico, and
the board of directors may change the address of the
registered office from time to time.
Article II.
Non-Profit Status
The Board shall conduct all corporate acts in accordance
with the New Mexico Nonprofit Corporation Act ("Act"), as
amended, and with all state and federal laws and
regulations which may be necessary to obtain tax-exempt
status under applicable state and federal law. The bylaws
shall be maintained at the Corporation’s principle
office in New Mexico as required by the Act.
The Corporation shall fully comply with all applicable
anti-discrimination laws, rules, and regulations. In
particular, it shall not discriminate on the basis of race,
color, sex, national or ethnic origin, or age in its
education policies, admission policies, scholarship and
loan programs, other school administered programs, or the
provision of any rights or privileges to students, faculty,
or employees.
In the event of the dissolution of the Corporation,
distribution of assets shall be made in accordance with the
provisions of the Act. In no event shall assets be directly
or indirectly distributed to, or inure to the benefit of
any member, former member, director, former director,
officer, or former officer of the Corporation.
Article III.
Members
The corporation shall have no members.
Article IV. Board
of Directors
Section 1. General Powers. The
board of directors shall manage the affairs of the
corporation.
Section 2. Number, Tenure and
Qualifications. The number of directors of the
corporation shall be three or as determined by resolution
of the board of directors from time to time. The directors
shall hold office until their successors shall have been
elected and qualified by the Board of Directors. The
directors need not be residents of the State of New Mexico
and need not be employees of the corporation.
Section 3. Regular Meetings. A
regular meeting of the board of directors shall be held
with reasonable notice to the directors on the first day of
March of each year beginning the year 2006 or at such other
time as fixed by the board. The board of directors may
provide, by resolution, the time and place, either within
or without the State of New Mexico, for the holding of
additional regular meetings without other notice than such
resolution.
Section 4. Special Meetings.
Special meetings of the board of directors may be called by
or at the request of the president or a majority of the
directors. The person or persons authorized to call special
meetings of the board of directors may fix any place,
either within or without the State of New Mexico, as the
place for holding any special meeting of the board of
directors called by them.
Section 5. Notice. Notice of any
meeting shall be given at least four days previously
thereto by written notice delivered personally or mailed to
each director at his or her business address, or by
telegram. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, so
addressed, with postage thereon prepaid. If notice be given
by telegram, such notice shall be deemed to be delivered
when the telegram is delivered to the telegraph company.
Any director may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
Section 6. Quorum. A majority of
the number of directors fixed by Section 2 of this Article
shall constitute a quorum for the transaction of business
at any meeting of the board of directors, but if less than
such majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time
without further notice.
Section 7. Manner of Acting. The
act of the majority of the directors present at a meeting
at which a quorum is present shall be the act of the board
of directors.
Section 8. Action Without a
Meeting. Any action required or permitted to be taken
by the board of directors at a meeting may be taken without
a meeting if consent in writing, setting forth the action
so taken, shall be signed by all of the directors.
Section 9. Vacancies. Any vacancy
occurring in the board of directors may be filled by the
affirmative vote of a majority of the remaining directors
though less than a quorum of the board of directors. A
director elected to fill a vacancy shall be elected for the
unexpired term of his or her predecessor in office. Any
directorship to be filled by election by the board of
directors shall continue for a term of office only until
the next election of directors.
Section 10. Compensation. By
resolution of the board of directors, each director may be
paid his or her expenses, if any, of attendance at each
meeting of the board of directors, and may be paid a stated
salary as director or a fixed sum for attendance at each
meeting of the board of directors or both. No such payment
shall preclude any director from serving the corporation in
any other capacity and receiving compensation therefor.
Section 11. Deadlock. In the event
that an equal number of votes are cast for adoption or
rejection of any proposal before the board of directors, a
director who is also the president of the corporation, or
such other person as may be named by the board from time to
time, may cast a vote in the decision to break the tie.
Article V.
Officers
Section 1. Number. The officers
of the corporation shall be a president, one or more vice
presidents (the number thereof to be determined by the
board of directors), a secretary, and a treasurer, each of
whom shall be elected by the board of directors. Such other
officers and assistant officers as may be deemed necessary
may be elected or appointed by the board of directors. The
three directors shall serve as President, Vice President,
Treasurer and Secretary. Any two or more offices may be
held by the same person, except the offices of president
and secretary.
Section 2. Election and Term of
Office. The officers of the corporation to be elected
by the board of directors shall be elected annually by the
board of directors. If the election of officers shall not
be held at such meeting, such election shall be held as
soon thereafter as conveniently may be. Each officer shall
hold office until his or her successor shall have been duly
elected and shall have qualified or until his or her death
or until he or she shall resign or shall have been removed
in the manner hereinafter provided.
Section 3. Removal. Any officer or
agent may be removed by action of the board of directors
whenever in its judgment the best interests of the
corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or
agent shall not of itself create contract rights.
Section 4. Vacancies. A vacancy in
any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
Section 5. President. The president
shall be the principal executive officer of the corporation
and, subject to the control of the board of directors,
shall in general supervise and control all of the business
and affairs of the corporation. He or she shall, when
present, preside at all meetings of the board of directors.
He or she may sign, with the secretary or any other proper
officer of the corporation thereunto authorized by the
board of directors, deeds, mortgages, bonds, contracts, or
other instruments which the board of directors has
authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated
by the board of directors or these ByLaws to some other
officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general
shall perform all the duties incident to the office of
president and such other duties as may be prescribed by the
board of directors from time to time.
Section 6. The Vice Presidents. In
the absence of the president or in the event of his or her
death, disability or refusal to act, the vice president (or
in the event there be more than one vice president, the
vice presidents in the order designated at the time of
their election, or in the absence of any designation, then
in the order of their election) shall perform the duties of
the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the
president. Any vice president shall perform such other
duties as from time to time may be assigned to him by the
president or by the board of directors.
Section 7. The Secretary. The
secretary shall: (a) keep the minutes of the proceedings of
the board of directors in one or more books provided for
that purpose; (b) see that all notices are duly given in
accordance with the provisions of these ByLaws or as
required by law; (c) be custodian of the corporate records
and of the seal of the corporation, if any; (d) in general
perform all duties incident to the office of secretary and
such other duties as from time to time may be assigned to
him by the president or by the board of directors.
Section 8. The Treasurer. The
treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the
corporation; (b) receive and give receipts for monies due
and payable to the corporation from any source whatsoever,
and deposit all such monies in the name of the corporation
in such banks, trust companies or other depositories as
shall be selected in accordance with the provisions of
Article VII of these ByLaws; and (c) in general perform all
of the duties as from time to time may be assigned to him
by the president or by the board of directors. If required
by the board of directors, the treasurer shall give a bond
for the faithful discharge of his or her duties in such sum
and with such surety or sureties as the board of directors
shall determine.
Section 9. Assistant Secretaries and
Assistant Treasurers. The assistant treasurers shall
respectively, if required by the board of directors, give
bonds for the faithful discharge of their duties in such
sums and with such sureties as the board of directors shall
determine. The assistant secretaries and assistant
treasurers, in general, shall perform such duties as shall
be assigned to them by the secretary or the treasurer,
respectively, or by the president or the board of
directors.
Section 10. Salaries. The salaries
of the officers shall be fixed from time to time by the
board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he or she
is also a director of the corporation.
Article VI.
Indemnity
The corporation shall indemnify any director or officer
or former director or officer of the corporation against
all expenses actually and reasonably incurred by him in
connection with the settlement or defense of any action,
suit or proceeding, civil or criminal, in which he or she
is involved or made a party by reason of being or having
been such director or officer. This indemnity, however,
shall not extend to matters as to which such person shall
be adjudged in such action, suit or proceeding, civil or
criminal, to be liable for negligence or misconduct in
performance of duty to the corporation. The foregoing right
of indemnification shall not be exclusive of other rights
to which any director or officer may be entitled as a
matter of law.
Article VI.
Contracts, Loans, Checks and Deposits
Section 1. Contracts. The board
of directors may authorize any officer or officers, agent
or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined
to specific instances. The board of directors may pass
resolutions from time to time which limit the authority of
persons to act on behalf of the corporation.
Section 2. Loans. No loans shall be
contracted on behalf of the corporation and no evidences of
indebtedness shall be issued in its name unless authorized
by a resolution of the board of directors. Such authority
may be general or confined to specific instance.
Section 3. Checks, Drafts, etc. All
checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name
of the corporation shall be signed by such officer or
officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by
resolution of the board of directors.
Section 4. Deposits. All funds of
the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the board
of directors may select.
Article VII.
Fiscal Year
The fiscal year of the corporation shall begin on the
first day of January and end on the thirtyfirst day of
December in each year.
Article VIII. Waiver
of Notice
Whenever any notice is required to be given to any
director of the corporation under the provisions of these
ByLaws or under the provisions of the Articles of
Incorporation or under the provisions of the New Mexico
Nonprofit Corporation Act, a waiver thereof in writing
signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.
Article XII.
Amendments
These ByLaws may be altered, amended or repealed and the
board of directors at any regular or special meeting may
adopt new By-Laws.
