Chapter Bylaws

Article 1: Organization and Intent

Section 1 - Name and Location

The name of this corporation shall be The First Mountain Chapter of A.B.A.T.E. of New Mexico, Inc. It shall have, and continuously maintain in the State of New Mexico, a registered office and a registered agent, whose office shall be identical with such registered office. The registered office shall be identical with such registered office. The registered office shall be designated by duly adopted resolution of the Chapter Board of Directors.

Section 2 - Organization

This corporation shall be organized as a corporation under the New Mexico Statutes, 1978, Annotated.

Section 3 - Board of Directors

The Board of Directors for the Chapter shall be the duly elected officers of the Chapter, or those appointed to serve as chapter officers on an interim basis, as described in Article II, Section 1.

Section 4 - Membership

Charter Members: The initial members of the Chapter, whose dues are fully paid and who become members within the first ninety (90) days after the Chapter is granted its charter by the State Board of Directors will be designated as Charter Members of the Chapter.
Regular Members: Any person who has applied for membership and has paid their dues in full for one year shall be designated as a Regular Member.
Lifetime Membership: The Chapter Board of Directors shall be authorized to grant a Lifetime Membership in the First Mountain Chapter, A.B.A.T.E. of New Mexico, Inc. to any member in good standing considered worthy by virtue of his or her contribution to the organization. Any such person shall be exempt from payment of dues to the First Mountain Chapter and shall receive a Lifetime Membership card. Lifetime Members shall have no vote in the affairs of the Corporation, other than those afforded him or her as a regular member. The Chapter Board of Directors reserved the right to revoke any Lifetime Membership, if, in their opinion, the recipient has in any way abused this privilege.
Dues: The Chapter Board of Directors shall have the authority to establish the annual dues that members are required to pay to the Corporation. Annual dues shall be due and payable on the anniversary date of the member’s admission to the Chapter. Membership in the Chapter shall be non-assessable, non-transferrable, non-assignable and non-refundable.
Membership Card: The Chapter Board of Directors shall provide for the issuance of membership cards to members of The First Mountain Chapter in good standing. Each card shall state the period for which it is valid, and shall have printed on its face in clear type that the Corporation is a non-profit entity. The form, content and size of the membership card in all other respects shall be fixed by resolution of the Chapter Board of Directors. The name and address of each member, and the date of issuance of the membership card shall be entered on the records of the Corporation. If any card is lost, mutilated or otherwise destroyed, a new card may be issued on such terms and conditions as the Chapter Board of Directors may determine.
Termination Membership: The membership of any Chapter member shall automatically terminate: 1) upon written request for such termination delivered to an officer of the Corporation, personally or by United State mail; 2) upon death of the member; or 3) upon suspension of membership in theCorporation by a majority vote by the Chapter Board of Directors for good cause, the offending member having received notice and having had the opportunity to be heard before to Board, if the member has committed acts prejudicial to the purpose or welfare of the corporation. The decision of the Chapter Board of Directors is final.
Associate Membership: Associate Membership is designated for persons at a membership fee as set by the Chapter Board of Directors and has no voting privilege.
Auxiliary Membership: Auxiliary Membership may be provided to persons under the age of eighteen (18). Such members shall have no voting rights in the affairs of the Corporation.

Section 5 - Objectives and Purposes

The objectives and purposes of the Corporation shall be to form a united organization of motorcycle enthusiasts, in association with other such interested parties, at both the local and state levels, without regard to race, color, religion, sex, or political affiliation. The Corporation’s membership shall promote, or support existing motorcycle safety education programs, public motorcycle awareness programs, and motorcycle rider training programs and motorcycle licensing.

Section 6 - Powers

To accomplish the purposes for which the Corporation is organized, the Corporation shall have all of the powers vested in it by law, it’s Article of Incorporation and it’s Bylaws.

Article II: Chapter Board of Directors

Section 1 - General

The affairs of the Corporation shall be managed by the Chapter Board of Directors, consisting of four (4) or more persons elected by the membership or appointed to serve on an interim bases until elections are held, including a Chapter Coordinator, a Deputy Coordinator, a Chapter Secretary and a Chapter Treasurer.

Terms of Office and Elections:

All officers shall be elected for a term of two (2) years or until resignation, death or removal from office in accordance with Article III, Section 5.
Nomination for all officers will be at the July meeting of the general membership.
Voting ballots shall be mailed by August 1 to each member in good standing, whose dues are paid in full according to Article I, Section 4. Ballots must be returned and postmarked no later than August 30 of the same year to designated address appointed by the Chapter Board of Directors. Elections shall be determined by simple majority. The results of the election must be certified by the Board and shall be announced to the Chapter at the first meeting in September.
There shall be a thirty (30) day transition period for new Chapter officers to acquaint themselves with their respective duties. Newly elected officers shall officially assume office not later than the first Chapter meeting in October, unless sooner agreed to by both outgoing and incoming officers.
Vacancies on the Chapter Board of Directors shall exist: 1) upon the resignation, death or removal of any Chapter Director; or 2) by failure of any Chapter Director to attend regular Board Meetings on two (2) consecutive occasions, unless excused by action of the Board.
Except for the position of Chapter Coordinator, vacancies on the Chapter Board of Directors shall be temporarily filled by the Board at its next regular meeting, or at a special meeting called for that purpose. Subsequently, such vacancies shall then be filled during the next election cycle. The Chapter Board of Directors shall not be limited to filling such vacancies from within its own ranks.
Vacancy occurring in the position of Chapter Coordinator shall be filled by election at the next regular meeting of the Chapter after the position has been declared vacant through Article II, Section 5.

Compensation: Chapter Officers receive no compensation for their term as Directors. In the case of Chapter Coordinator, Deputy Coordinator, Chapter Secretary and Chapter Treasurer, they may be allowed reimbursement for their reasonable and necessary expenses in attending State Board of Directors meetings, State Executive Committee meetings and Annual Meetings of the Corporation.
General Powers: All Corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by the Chapter Board of Directors. The Chapter Board of Directors shall arrange for announcements, general information and other input from the Chapter to be published in the official publication A.B.A.T.E. of New Mexico, Inc., the A.B.A.T.E. newsletter. The Chapter Board of Directors shall otherwise organize, coordinate and/or arrange for any other programs or events which are considered to be in the best interest of the Chapter and its members.

Section 2 - Meetings of The First Mountain Chapter

Regular Meetings: Regular meetings of the Chapter shall be held twice monthly, or as otherwise determined by the Chapter, at a time and place to be determined by the Chapter Board of Directors. Such time and place shall be made known to the general membership and the public to the maximum extent practicable. The time and place of meeting shall be held constant insofar as it is possible; however, these may be subject to change by the Chapter Board of Directors.
Special Meetings: Special Meetings of the Chapter Board of Directors may be called by the Chapter Coordinator or any three (3) members of the Board. The call for a special meeting shall state the nature of business to be considered, and the place, date and time of the meeting. Notices of Special Meeting shall be mailed to each Director in accordance with Article VI of these bylaws. Business considered and acted upon shall be limited to that stated in the call for the meeting.
Attendance: Meetings of the Chapter Board of Directors shall be open to all members. Participation by persons other than Chapter Officers in meeting discussions or presentations shall be at the discretion of the Chapter Coordinator.
Quorum: A simple majority of the attending Chapter membership at any scheduled meeting shall constitute a quorum for the transaction of business.
Rules of Order: Robert’s Rules of Order (as revised) shall be the parliamentary authority for conduct of all meetings of the Chapter.
Voting: All Chapter members in good standing shall have voting powers at all regular Chapter meetings. Chapter Officers/Directors only shall have voting powers at any Executive Board Meeting. Proxy votes will not be recognized in either case.

Article III: Officers

Section 1 - Number

The Officers of the Corporation shall be: Chapter Coordinator, who shall also serve as Chairman of the Board and President, and whose working title shall be Executive Director of the Corporation; Deputy Chapter Coordinator, who shall also serve as Vice-President of the Corporation; Chapter Secretary, who shall also serve as Secretary of the Corporation; and Chapter Treasurer, who shall also serve as Treasurer of the Corporation.

Section 2 - Election, Term of Office and Qualifications.

Each Officer elected annually by the membership shall hold office until resignation, death or removal from office in accordance with Article III, Section 4. No member of an organized motorcycle club may serve as Director of the Corporation so long as they are members of such clubs. This prohibition is enforced to insure that the objectivity of the Directors of A.B.A.TE. Is not compromised due to association or involvement with a specific motorcycle club. Membership in other motorcycle rights organizations [e.g., the American Motorcyclists Association (AMA), the Motorcycle Riders Foundation (MRF), the National Coalition of Motorcyclists (NCOM) or Bikers Against Manslaughter (BAM)] is excepted from this prohibition. This provision may be waived as per Article V, Section 6.

Section 3 - Chapter Officer Qualifications

Chapter Coordinator: A candidate for this position shall have been a member in good standing for a least one (1) year and have demonstrable management skills.
Deputy Chapter Coordinator: A candidate for this position shall have been a member in good standing for at least one (1) year and have demonstrable management skills.
Chapter Secretary: A candidate for this position shall have secretarial experience with typing skills, have filing and records experience and have been a member in good standing for at least one (1) year.
Chapter Treasurer: A candidate for this position shall have accounting experience and have been a member in good standing for at least one (1) year.

Section 4 - Removal

Any Officer may be removed, with cause, on recall by majority vote of the membership, or in the case of any officer appointed by the Board, by any committee or officer upon whom such powers of removal may be conferred by the Board.

Section 5 - Resignation

Any Chapter officer may resign at any time by giving written notice to the Chapter Coordinator or Chapter Secretary. Any such resignation shall take effect at the time specified therein, or at the pleasure of the Board.

Section 6 - Chapter Coordinator

The Chapter Coordinator of the Corporation shall, in general, and subject to the will of the general membership, supervise and control all business and affairs of the Corporation. He/She shall perform all duties incident to his/her office, and such other duties as may be required by law, and the Articles of Incorporation, or by these bylaws, or that which may be prescribed by the Chapter Board of Directors. He/She shall preside at all meetings of the Chapter Board of Directors and be an ex-officio member of all standing committees.

The Chapter Coordinator shall also be responsible to advise and inform the State Coordinator and Board of Directors as to the Chapter’s activities.

Section 7 - Deputy Chapter Coordinator

The Deputy Chapter Coordinator of the Corporation shall, in the absence of the Chapter Coordinator, perform all duties required of and possess all powers vested in the Chapter Coordinator, and act as an ex-officio member of all standing committees. He/She shall perform other such duties as may be assigned by the Board of Directors or the Chapter Coordinator.

Section 8 - Chapter Secretary

The Chapter Secretary of the Corporation shall: a) certify and keep at the principal office of the Corporation the original and copies of the Chapter and State bylaws (as amended); b) keep at the principal office of the Corporation, or at other such place as the Chapter Board of Directors may direct, a book of minutes of all Chapter meetings, with time and place of holding, whether regular or special, and if special, how authorized, the notices there unto pertaining, and the names of those present; c) insure all notices are duly provided in accordance with these bylaws or required by law; d) keep a complete and accurate account of membership records, and issue all Chapter membership cards, copies of which shall be forwarded promptly to the State Secretary; and, e) in general, perform all duties as may be assigned to him/her by the Chapter Board of Directors, Chapter Coordinator or State Secretary.

Section 9 - Chapter Treasurer

The Chapter Treasurer of the Corporation shall be responsible for the deposit of all Corporate funds to the proper account, insure that a current signature card is on file with the Chapter’s chosen financial institution and maintain a written record of all financial transactions of the Corporation. He/She shall keep an accurate accounting of the income and disbursements of the Corporation and provide a financial report to the chapter Board of Directors at each regular meeting. Withdrawals of Corporate funds shall be made by check, signed by the Chapter Treasurer and countersigned by either the Chapter Coordinator or Deputy Coordinator. Additional duties may be assigned to him/her by the Chapter Board of Directors, Chapter Coordinator or State Treasurer.

Article IV: Committees

Section 1 - Structure

There shall be from time to time standing special committees appointed by the Chapter Board of Directors, to perform duties, general or specific, as determined by the Board.

Section 2 - Appointment

Except as otherwise provided for in these bylaws, all appointments to committee shall be made by the Chapter Coordinator.

Section 3 - Size of Committees, Chairs and Quorum

Unless otherwise provided for in these bylaws or by resolution, all committees shall consist of a chair and others as may be designated by the Chapter Coordinator. A simple majority of the membership of the committee shall constitute a quorum.

Section 4 - Duties and Responsibilities

The Chapter Board of Directors shall, by resolution, define and modify the authority and duties of each standing committee. Each standing committee shall be prepared to present recommendations concerning its specific responsibilities to the general membership at each meeting. The general membership shall review and approve these recommendations, as necessary.

Article V: Miscellaneous Provisions

Section 1 - Contracts

The Chapter Board of Directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the Corporation to enter into any contract, or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or conformed to specific instances. Unless so authorized, no officer, agent, member or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit or render it liable pecuniarily for any purpose or amount.

Section 2 - Reporting

The Chapter Coordinator shall cause to be prepared and submitted to the State Board of Directors a quarterly written report, including a financial statement. Such reports shall be distributed at the State Board meetings and kept available by the State Secretary.

Section 3 - Corporate Seal

The Chapter Board of Directors may adopt and use a Corporate Seal, to be affixed on all Corporation instruments at the direction of the Board.

Section 4 - Fiscal Year

The Fiscal Year of the Corporation shall be from January through December of each year.

Section 5 - Personal Liability

No Director or member of this Corporation shall be held personally liable for the debts, liabilities or other obligations of the Corporation.

Section 6 - Waiver of Qualifications

The Chapter Board of Directors shall, by simple majority vote, have the authority to waive any or all of the qualifications for Chapter Officers, as identified in Article III, Section 3 of these bylaws.

Section 7 - Club Support

The Chapter Board of Directors, by simple majority vote, may choose to support, financially or otherwise, any motorcycle organization or club whose efforts to further the goals of the Corporation are considered worthy by the Board.

Section 8 - Property

A current inventory of all Chapter property shall be maintained by the Deputy Chapter Coordinator and responsibility of said property will rest within that office.

Article VI: Notice

Section 1 - Notices

Whenever any notice is required to be given to any Director, or to any other person by statute or these bylaws, whether of a meeting or for any other purpose, it may be given personally or sent to the Director(s) or persons by United States mail, telegram, telefax, telephone or some other form of communication. Such notice shall be provided not less than five (5) or more than thirty (30) calendar days prior to the meeting.

Section 2 - Waiver of Notice

A Director may waive notice verbally or in writing. Written waivers, signed by the person(s) entitled to said notice, shall be filed with the records of the Corporation.

Article VI: Amendments and Effective Date

Section 1 - Effective Date

These bylaws, and all amendments there unto proposed and accepted, shall become effective immediately upon adoption by a majority vote of the general membership, unless otherwise directed by the Chapter Board of Directors.

Section 2 - Amendments

These bylaws may be amended or repealed at any regular meeting of the Chapter by a majority vote, provided that notice of the nature of the proposed amendment or repeal shall have been given at the previous regular Chapter meeting.