MIRABELLA

NEIGHBORHOOD ASSOCIATION (MNA)

BYLAWS

ARTICLE I — NAME AND BOUNDARIES

Section 1. — Name: The name of the association shall be the Mirabella Neighborhood Association (hereinafter referred to as the Association). 

Section 2: — Boundaries: The geographic boundaries of the Association shall include all properties shown on the plat of  Mirabella Unit 1 Subdivision as recorded on the Bernalillo County, New Mexico real estate records on November 12, 1998, in Vol 98-C, Page 322.

ARTICLE II — OBJECTIVES

The objectives and purposes are the promotion and protection of all things helpful and necessary for the betterment of the environmental and community welfare of the residents and homeowners of Mirabella and Miravista communities. 

ARTICLE III — MEMBERS

Section 1. — Membership: All persons (18 years of age or older) residing within the boundaries of the association and all persons (18 years of age or older) and legal entities owning property or having a place of business within the boundaries of the association are automatically members in the Mirabella Neighborhood Association unless they opt out. All person and entities automatically included may opt out of membership.

Section 2. — Voting Members: Voting shall be limited to members, and voting rights will be limited to one vote per member, not to exceed two per household.

Section 3. — Dues: Voluntary contributions are solicited from the members. Dues may be initiated by a change in the Bylaws as described in Section IX. Contributions will be solicited for certain operations including newsletters, State and City fees, events, etc.

Section 4. — Income: None of the net income shall inure to the benefit of any of the members. 

ARTICLE IV OFFICERS

Section 1.

A. The elected officers of the Association shall be a President, a Vice President, a Treasurer, a Secretary and up to five Directors. These officers shall perform the duties prescribed by these Bylaws and the parliamentary authority adopted by the Association. Any officer or director shall be a member of the Association.

B. The President may, with majority approval of the Board, appoint not more than four additional members to the Board of Directors. However, only association members elected by the membership may be voting members of the Board of Directors.

Section 2. — Nominations: The intent of the Bylaws is to make it easy to elect officers at odds with the current Board and to make the rigging of elections by the current Board difficult. All members shall be eligible to hold office. The specific procedures shall be described in the Standing Rules or in a subsequent edition of the Bylaws.

Section 3. — Election of Officers and Directors:  The election of officers and directors shall be by ballot including mail-in ballot and e-mail ballot.

 Section 4. — Term of Office: Officers and directors shall be elected for a term of one year or until their successors are elected. No elected officer or director shall serve more than three consecutive terms on the Board.  

Section 5. — Vacancy in Office: A vacancy in the office of the President shall be filled by the Vice President. The vacancy thus created in the office of the Vice President and any other vacancy shall be filled by ballot vote of the Board of Directors, however, no person not elected to the Board by the membership shall be an officer. All officers and Board members shall be appointed by a majority of the current Board.

Section 6. — Duties of Officers:

A.  The President shall: (1) Be the chief executive officer of the Association. (2) Preside at all meetings of the Association and the Board of Directors. When authorized, execute documents in the name of the Association.

B.  The Vice President shall: (1) During the absence, disability of, or failure to act by the President, fulfill the duties of the President. (2) Assume other duties assigned by the Bylaws and Standing Rules, or the President and the Board of Directors.

C.  The Secretary shall: (1) Have custody of the seal, books and records of the Association. (2) Record the proceedings (minutes) of all meetings of the Association and the Board of Directors.

D.  The Treasurer shall: (1) Be custodian of all funds, securities, property and books of accounts of the Association. (2) Be responsible for the collection of contributions and the deposit of funds in a bank or banks approved by the Board of Directors. (3) Disburse allocated fund monies, other than budget funds, only upon approval by a two-thirds vote of members present at an Annual or Special meeting. (4) Submit a written financial report at each quarterly meeting with a copy for each Board member. (5) Cause an audited annual financial statement of the previous year's income and expenditures to be published in the first newsletter of the new year.

E. Directors shall: (1) Perform all duties assigned to the office by these Bylaws and the Standing Rules (Rules of Procedure).

ARTICLE V — MEETINGS

Section 1. — Annual Meeting: An annual meeting of the membership will be held once a year in July for the purpose of electing officers, receiving the report of the President and for any other business that may arise. The time and place of the annual meeting shall be announced to each resident within the Association boundaries by mail, delivered handbills, newsletter, e-mail, or conveniently posted sign. No election of Board members shall be held at any Association meeting unless the meeting has been so advertised.

Section 2. — Special Meetings: Special meetings shall be called by the President, a majority Board of Directors, or upon the written request of fifty members of the Association. The purpose of the meeting shall be stated in the call. Except in the case of an emergency, at least three (3) days notice shall be given.

Section 3. — Proxy Meetings: After proper notification by mail including e-mail, members may vote by mail, e-mail or as otherwise permitted in the meeting announcement on issues requiring action by the membership.  

Section 4. — Quorum: Those members who attend the annual or any special meeting, provided that it is a stated meeting or one that has been properly called and advertised, or those members voting by proxy, when it is deemed appropriate by the Board of Directors in lieu of conducting an annual or special meeting, shall constitute a quorum.

Section 5. – Meeting Minutes:  All actions of the Board must be recorded and available to members on the Association’s website.  These minutes will include a list of motions or actions, along with a breakdown of directors’ votes.

ARTICLE VI — BOARD OF DIRECTORS

Section 1. — Composition: The elected officers of this Association, including the Directors, shall constitute the Board of Directors. The immediate Past President shall be an ex-officio, but non-voting, member of the Board. 

Section 2. — Duties: 

The duties of the Board:

A. The Board of the Directors shall manage the affairs of the Association and may only act as a Board.

B. The membership of the Mirabella Neighborhood Association grants to the Board of Directors the Authority to work in conjunction or association with other neighborhood associations whenever the Board deems it would be in the best interest of the Mirabella neighborhood.

Section 3. — Meetings: Regular meetings of the Board shall be held quarterly, with majority of board present unless otherwise ordered by the Board. Special meetings of the Board may be called by the President or shall be called upon the written request of three (3) members of the Board. Members are welcome to attend and participate in any Board meeting. 

 Section 4. — Quorum: A quorum shall be currently a majority of the current Board, or at least five (5) voting members of the Board of Directors, whichever is less. 

ARTICLE VII — DISSOLUTION

Upon dissolution of this Association, disposition of funds and other assets shall be in accordance with applicable State and Federal laws. 

ARTICLE VIII — PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the proceedings of the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rule of order the Association may adopt.

ARTICLE IX — AMENDMENT OF BYLAWS

The Bylaws may be amended by a majority vote of the membership at any regular or special meeting provided that the membership has been notified in accordance with the provisions in Article V. Notice of the amendments shall have been published in the official publication of the Association issued prior to the meeting, or otherwise announced as specified in Article V prior to a Special or Proxy Meeting. Suggestions from members regarding the wording of proposed changes and revisions shall be entertained at the regular, Special, or Proxy Meeting. Prior to the first year anniversary date of incorporation in the State of New Mexico, the Bylaws may also be amended by a majority vote of the current Board.

I certify that the foregoing Bylaws were adopted and ratified by the members of the Mirabella Neighborhood Association on INSERT DATE and adopted and ratified by the Board of Directors at a meeting held on INSERT DATE.

President:   _______________________________ (signature)

Secretary: _______________________________ (signature)