DRAFT BYLAWS OF THE DEI CORPS OF THE GILAS, INC.
ARTICLE I – NAME, PURPOSE
Section 1.1 Name: The name of the corporation shall be The Dei Corps of the Gilas,
Inc. (the “Corporation”).
Section 1.2 Offices: The principal office of the Corporation shall be located at (277
Rowe Grade Road, Glenwood, NM 88039). The corporation may from time to time establish
such other offices as the Board of Directors may designate or as the affairs of the corporation
may require.
Section 1.3 Purpose: The corporation is organized for any and all lawful purpose
allowed under the Nonprofit Corporation Act of the State of New Mexico, including but not
limited to responding to disasters, providing disaster relief anywhere in the United States of
America, and assisting with organizing, training, and operating CERT teams within the region.
ARTICLE II – MEMBERSHIP
Section 2.1 Members: The Corporation shall be a non-membership corporation in
which all authority and responsibility is vested in the Board of Directors.
ARTICLE III – BOARD OF DIRECTORS
Section 3.1 General Powers. The business and affairs of the Corporation shall be
conducted under the direction of, and the control and disposal of the Corporation’s properties
and funds shall be vested in, its Board of Directors, except as otherwise provided in the
Nonprofit Corporation Act of the State of New Mexico, the Corporation’s Articles of
Incorporation or these Bylaws.
Section 3.2 Number, Election, Term and Qualification. The Board of Directors shall
consist of not less than three (3) Directors of the Corporation. The number of Directors may be
changed from time to time by resolution of the Directors. Directors shall hold office for a term
of up to seven (7) years per term or until he or she resigns therefrom.
Section 3.3 Board Member Attendance. If a Director fails to attend a minimum of
three (3) meetings per year, that Director will be deemed to have resigned and his or her position
shall be deemed to have become vacant for the remainder of his or her term or until the vacancy
is filled pursuant to Section 3.5 of these Bylaws. At the discretion of the Board Chair,
imposition of this rule may be waived and absences excused due to extenuating circumstances.
Section 3.4 Nomination of Directors. Recommendations for Director nominees may be
submitted by Directors, Officers or employees to the Board of Directors.
Section 3.5 Vacancies. Any Director may resign at any time by giving written notice to
the Board Chair, President, or the Secretary of the Corporation. Such resignation shall take
effect at the time specified therein, and, if not specified therein, it shall take effect upon receipt
and the acceptance of such resignation shall not be necessary to make it effective. Any vacancy
occurring in the Board of Directors for any reason may be filled by the affirmative vote of a
majority of the remaining Directors then in office, even if less than a quorum.
Section 3.6 Regular Meetings. A regular annual meeting of the Board of Directors
shall be held each year on or before the 31th day of March at the time and place determined by
the Board for the purpose of electing Officers and for the transaction of such other business as
may properly come before the meeting. There shall be no less than one (1) regular meeting(s),
including any annual meeting, of the Board of Directors in each calendar year, and the Board of
Directors shall provide by resolution the time and place for the holding of such additional regular
meetings.
Section 3.7 Special Meetings. Any Director of the Corporation may call a special
meeting of the Board of Directors whenever he or she deems it necessary. Notice of each special
meeting stating the purpose, place, day and time of the meeting shall be given to each Director at
his or her last known business or home address at least seven (7) days prior thereto by the
mailing of written notice, or at least two (2) days prior thereto by personal delivery of written
notice or by telephonic notice or other electronic means of notice (and the method of notice need
not be the same for each Director). If mailed, such notice shall be deemed to be given when
deposited in the United States mail, with postage thereon prepaid. If sent by facsimile machine
or other electronic means, such notice shall be deemed to be given when the facsimile machine
or other electronic means prints or acknowledges that the transmission was successfully
executed.
Section 3.8 Waiver of Notice. Any Director may waive receipt of notice of any
meeting before, at, or after such meeting. The attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting except where a Director attends for the express
purpose of convening the meeting or objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose
of any regular meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
Section 3.9 Presumption of Assent. A Director of the Corporation who is present at a
meeting of the Board of Directors at which action on a corporate matter is taken shall be
presumed to have assented to the action unless his or her dissent shall be entered in the minutes
of the meeting, or unless he or she shall file his or her written dissent to such action with the
person acting as the secretary of the Corporation before the adjournment thereof or shall forward
such dissent by registered mail to the Secretary of the Corporation immediately after
adjournment of the meeting or if dissent is not noted when the minutes are circulated or
approved, the dissenting Director(s) may direct its inclusion. Such right to dissent shall not
apply to a Director who voted in favor of such action.
Section 3.10 Quorum and Voting. A majority of the Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors. Each Director
shall be entitled to one (1) vote and the vote of a majority of the Directors present in person at a
meeting at which a quorum is present shall be the act of the Board of Directors unless a greater
number is specifically required by these Bylaws, by the Corporation’s Articles of Incorporation
or by state law. If less than a quorum is present at a meeting, a majority of the Directors present
may adjourn the meeting from time to time without further notice other than announcement at
the meeting, until a quorum shall be present. A Director may not vote or act by proxy at any
meeting of Directors.
Section 3.11 Compensation. Directors shall not receive compensation for their services
as such, although the reasonable expenses of Directors for attendance at Board meetings may be
paid or reimbursed by the Corporation. Directors shall not be disqualified from receiving
reasonable compensation for services rendered to or for the benefit of the Corporation in any
other capacity.
Section 3.12 Meetings by Telephone or Teleconference. Members of the Board of
Directors or any Committee may participate in a meeting of the Board or Committee by means of
conference telephone or similar communications equipment by which all persons participating in
the meeting can hear each other at the same time. Such participation shall constitute presence in
person at the meeting.
Section 3.13 Action Without a Meeting. Any action required or permitted to be taken
at a meeting of the Directors or any Committee thereof may be taken without a meeting if a
consent in writing, setting forth the action so taken or to be taken, is signed by all of the
Directors or Committee members entitled to vote upon such action at a meeting. Such consent
(which may be signed in counterparts) shall have the same force and effect as a unanimous vote
of the Directors or Committee members.
Section 3.14 Board Chair. At its annual organizational meeting following the annual
meeting of members, the Board of Directors shall elect, from those who are, or are to be,
Directors of the Corporation, a Board Chair who shall, when present, preside at all regular and
special meetings of the Board of Directors and of the members of the Corporation, shall present
at the annual meeting of the members of the Corporation a report on the activities of the
Corporation during the preceding year, and shall generally perform all other duties incident to
the office, required by these Bylaws or from time to time assigned to him or her by the Board of
Directors.
Section 3.14.1 Vice Chair of the Board. If one or more shall be elected by the
Board of Directors from those who are, or are to be, Directors of the Corporation, the
Vice Chair(s) of the Board shall assist the Board Chair, as requested, in the performance
of his or her duties and shall have such other functions as these Bylaws may provide or as
the Board of Directors or Board Chair may assign from time to time. In addition to the
foregoing, the Vice Chair shall possess the powers and perform the duties incumbent
upon the Board Chair during his or her absence or disability. In the event there is more
than one Vice Chair, the Board of Directors shall designate one to possess the powers and
perform the duties incumbent upon the Board Chair during his/her absence or disability.
ARTICLE IV – OFFICERS AND AGENTS
Section 4.1 Number and Qualifications. The Officers of the Corporation shall consist
of a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other Officers,
Assistant Officers and Agents, Assistant Secretaries and Assistant Treasurers, as may be deemed
necessary or desirable by the Corporation’s Directors or state law. Except as otherwise provided
under state corporate statutes, any number of these offices may be held by the same person.
Section 4.2 Election and Term of Office. The Officers of the Corporation shall be
elected, for a term commencing on election, by the Corporation’s Directors at the annual meeting
of the Board of Directors held after the annual meeting of members. Each Officer shall hold
office for a term of seven (7) years or until his or her successor shall have been duly elected and
shall have qualified, plus three months of mentoring, or until his or her earlier death, resignation,
or removal.
Section 4.3 Removal. Any Officer or Agent may be removed by the Board of Directors,
or a Committee appointed by the Board for such purpose, with or without cause, 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 in itself create contract rights.
Section 4.4 Vacancies. Any Officer may resign at any time, subject to any rights or
obligations under any existing contracts between the Officer and the Corporation, by giving
written notice to the Board Chair or the President or the Secretary. An Officer’s resignation
shall take effect at the time specified in such notice, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. A vacancy in any
office, however occurring, may be filled for the unexpired portion of the term by action of the
Board of Directors if the vacant position is one held by a Director or by the President; or by the
President, with the advice and counsel of the Executive Committee, if the vacant office is a staff
position.
Section 4.5 Authority and Duties of Officers. The Officers of the Corporation shall
have the authority and shall exercise the powers and perform the duties specified by the
President, the Board of Directors, or these Bylaws, except that in any event each Officer shall
exercise such powers and perform such duties as may be required by law.
Section 4.5.1 President. As Chief Executive Officer, the President, under the
supervision and direction of the Board of Directors, shall carry on the general affairs of
the Corporation. It shall be his or her duty to approve the expenditure of monies
appropriated by the Board of Directors in accordance with the budget approved by the
Board of Directors. The President shall make an annual report and periodic reports to the
Board of Directors concerning the programs of the Corporation. He or she shall comply
with all order from the Board of Directors. All Officers (except the Board Chair and
Vice Chair(s)), Agents and employees shall report and be responsible to the President.
He or she shall perform such other duties as may be determined from time to time by the
Board of Directors.
Section 4.5.2 Vice President(s). The Vice President(s) shall assist the President
in carrying out the programs of the Corporation. In the event of the prolonged absence or
disability of the President, the Board shall appoint one Vice President (the “Executive
Vice president”) as acting President and, as such, the acting President shall have all the
authority and duties vested in the President.
Section 4.5.3 Secretary. The Secretary shall attend the meetings of the members
and of the Board of Directors and, to the extent feasible, of all committees of the Board,
and shall record the proceedings of the Corporation and of the Board of Directors and of
all Committees of the Board, at their respective meetings. He or she shall provide for
notification of the members and Directors of the Corporation of their respective meetings
in accordance with these Bylaws, shall be the custodian of the corporate records, shall
furnish certifications of Board actions, Bylaws, and organizational documents, and shall
perform such other duties as may be required by these Bylaws or as may be assigned by
the Board of Directors or the President. In the absence of the Secretary, the Chair shall
appoint a person to act as Secretary of a particular meeting.
Section 4.5.4 Treasurer. The Treasurer shall be the financial officer of the
Corporation and shall receive and deposit in a bank or banks to be approved by the Board
of Directors all the monies of the Corporation and keep an accurate account thereof. He
or she shall make disbursements subject to such regulations as may be determined from
time to time by the Board of Directors, and shall make reports of the finances of the
Corporation annually and whenever requested by the Board of Directors or the President.
He or she shall perform such other duties as may be required by the Bylaws or as may be
assigned by the Board of Directors or the President. At the end of his or her term of
office, the Treasurer shall deliver to his or her successor all books, monies and other
property of the Corporation then in his or her possession. The Board of Directors may
require the Treasurer to give such security as it may direct for the faithful performance of
his or her duties.
ARTICLE V – COMMITTEES OF THE BOARD
Section 5.1. Designation of Committees. The Board of Directors may designate one or
more standing or special Committees to direct the business of the Corporation. Each such
Committee may exercise the authority granted to it by the Board’s enabling resolution.
Section 5.2 Limitation on Committee Powers. No Committee shall have the authority
of the Board of Directors to amend, alter, or repeal these Bylaws; to elect, appoint, or remove
any member of any such Committee or any Officer or Director of the Corporation (except as
specifically provided below in this section 5.2); to amend the Articles of Incorporation of the
Corporation; to restate the Corporation’s Articles of Incorporation; to adopt a plan of merger or
adopt a plan of consolidation with another Corporation; to authorize the sale, lease, exchange, or
mortgage of all or substantially all of the property and assets of the Corporation; to authorize the
voluntary dissolution of the Corporation or to revoke proceedings therefor; to adopt a plan for
the distribution of assets of the Corporation; to amend, alter or repeal any resolution of the
Board of Directors; or as otherwise may be prohibited by law. Rules governing procedures for
meeting of any Committee of the Board shall be as established by the Board of Directors or, in
the absence thereof, by the Committee itself. If no rules are established, then the rules that
govern the directors shall govern each Committee. All Committees are to report promptly to the
Board and only take such action(s) as is (are) specifically designated in these Bylaws or in the
resolution establishing the Committee or setting forth its duties and responsibilities. Each
Committee shall consist of two (2) or more Directors and such other persons as the Board may
designate, who need not be members of the Board of Directors. The Board may designate one or
more persons as alternate members of any Committee, and such alternates may replace any
absent or disqualified member of the Committee at any meeting of the Committee. In the
absence or disqualification of a member of the Committee, and the alternate(s), if any,
designated for such Committee member, the member or members of the Committee present at
any meeting and entitled to vote, whether or not they constitute a quorum, may unanimously
appoint another person to act at the meeting in the place of any such absent or disqualified
member of the Committee or alternate. Members of the Committee shall serve until the next
annual meeting of the Corporation or until their successors are appointed.
Section 5.3 Committee Chair. The Board Chair, with the approval of the Board of
Directors, shall appoint all Committee Chairs for the ensuing year at or within a reasonable time
after the annual meeting of the Board of Directors. Committee Chairs shall be members of the
Corporation’s Board of Directors. If the Board of Directors establishes a new Committee by
resolution at a meeting other than the annual meeting of the Board of Directors, the Board Chair,
with the approval of the Board of Directors, shall similarly appoint its Chair at the time the
Committee is established or within a reasonable time after the establishment of the Committee.
Section 5.4 Committee Meetings. Meetings of Committees of the Board of Directors
may be called by the respective Chairs thereof or by any two (2) members of the Committee. At
all meetings of any Committee, a majority of the members of the Committee shall constitute a
quorum for the transaction of business, and the act of a majority of the members of the
Committee present at any meeting thereof at which there is a quorum shall be the act of the
Committee, except as may be otherwise specifically provided by these Bylaws.
Section 5.5 Executive Committee. In the event the Board of Directors elects to
establish an Executive Committee, the President of the Corporation shall serve as the Chair of
the Executive Committee.
Section 5.5.1 Powers and Functions. During the intervals between meetings of
the Board of Directors, the Executive Committee, if any, shall, subject to section 5.2
above, possess and may exercise all the powers and functions of the Board of Directors in
the management and direction of the affairs of the Corporation in all cases in which
specific direction shall not have been given by the Board of Directors.
Section 5.5.2 Reports to Board Required. All actions of the Executive
Committee shall be reported to the Board of Directors at its next meeting succeeding
such action. Regular minutes of the proceedings of the Executive Committee shall be
kept. A majority of the members of the Executive Committee in office at the time shall
be necessary to constitute a quorum and in every case an affirmative vote of a majority of
the members of the Committee present at a meeting shall be necessary for the taking of
any action.
ARTICLE VI – INDEMNIFICATION
Except to the extent expressly prohibited by the Nonprofit Corporation Act of New
Mexico, every member of the Board of Directors, Officer or employee of the Corporation may
be indemnified by the corporation against all expenses and liabilities, including counsel fees,
reasonably incurred or imposed upon such members of the Board, officer or employee in
connection with any threatened, pending, or completed action, suit or proceeding to which she/he
may become involved by reason of her/his being or having been a member of the Board, officer,
or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for
gross negligence or intentional misconduct in the performance of her/his duties. Provided,
however, that in the event of a settlement the indemnification herein shall apply only when the
Board approves such settlement and reimbursement as being in the best interest of the
corporation. The foregoing right of indemnification shall be in addition and not exclusive of all
other rights which such member of the Board, officer or employee is entitled.
ARTICLE VII – CONFLICT OF INTEREST
Section 7.1 Conflict Defined. A conflict of interest may exist when the interests or
activities of any Director, Officer or staff member may be seen as competing with the interests or
activities of the Corporation, or the Director, Officer or staff member derives a financial or other
material gain as a result of a direct or indirect relationship.
Section 7.2 Disclosure Required. Any possible conflict of interest shall be disclosed to
the Board of Directors by the person concerned, if that person is a Director or an Officer of the
Corporation, or to the President, or to such person or persons as he or she may designate, if the
person is not a Director or Officer of the Corporation.
Section 7.3 Abstinence from Vote. When any conflict of interest relates to a matter
requiring action by the Board of Directors, the interested person shall call it to the attention of
the Board of Directors or its appropriate Committee and such person shall not vote on the matter;
provided however, that any Director disclosing a conflict of interest may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or a Committee
thereof.
Section 7.4 Absence from Discussion. Unless requested to remain present during the
meeting, the person having the conflict shall retire from the room in which the Board or its
Committee is meeting and shall not participate in the final deliberation or decision regarding the
matter under consideration. However, that person shall provide the Board or Committee with
any and all relevant information.
Section 7.5 Minutes. The minutes of the meeting of the Board or Committee shall
reflect that the conflict of interest was disclosed and that the interested person was not present
during the final discussion or vote and did not vote. When there is doubt as to whether a conflict
of interest exists, the matter shall be resolved by a vote of the Board of Directors or its
Committee, excluding the person concerning whose situation the doubt has arisen.
ARTICLE VIII – MISCELLANEOUS
Section 8.1 Books and Minutes. The Corporation shall keep correct and complete
books and records of accounts and financial statements and shall also keep minutes of the
proceedings of its Board of Directors. All books and records of the Corporation may be
inspected by any Director or his or her accredited agent or attorney, for any proper purpose at
any reasonable time, and by such members who may have voting rights. Any records required to
be maintained by this Section may be maintained in electronic format only.
Section 8.2 Conveyances and Encumbrances. Property of the Corporation may be
assigned, conveyed or encumbered by such Officers of the Corporation as may be authorized to
do so by the Board of Directors, and such authorized persons shall have power to execute and
deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale,
exchange, lease, or other disposition of all or substantially all of the property and assets of the
Corporation shall be authorized only in the manner prescribed by the applicable law.
Section 8.3 No Private Inurement. The Corporation is not authorized for profit and is
to be operated exclusively for one or more of the purposes specified in the Nonprofit Corporation
Act of New Mexico and Section 501(c)(3) of the Internal Revenue Code, or the corresponding
section of any future federal tax code, and in the promotion of social welfare in accordance with
the purposes stated in the Corporation’s Articles of incorporation. The net earnings of the
Corporation shall be devoted exclusively to charitable and educational purposes and shall not
inure to the benefit of any private individual. No Director or person from whom the Corporation
may receive any property or funds shall receive or shall be entitled to receive any pecuniary
profit from the operation thereof, and in no event shall any part of the funds or assets of the
Corporation be paid as salary or compensation to, or distributed to, or inure to the benefit of, any
member of the Board of Directors; provided, however, that (a) reasonable compensation may be
paid to any Director while acting as an Agent, including consultant, contractor, or employee of
the Corporation for services rendered in affecting one or more of the purposes of the
Corporation; and (b) any Director may, from time to time, be reimbursed for his or her actual
and reasonable expenses incurred in connection with the administration of the affairs of the
Corporation.
Section 8.4 Dissolution. Upon dissolution of the Corporation, all property and assets of
the Corporation shall be paid over or transferred to one or more exempt organizations of the kind
described in Internal Revenue Code 501(c)(3). The organization to receive such property shall
be designated by the Board of Directors. Any assets not so disposed of shall be disposed by a
Court of Competent Jurisdiction of the county in which the principal office of the corporation is
then located, exclusively for such purposes or to such organization or organizations, as said
Court shall determine, which are organized and operated exclusively for such purposes.
Section 8.5 Checks, Drafts, Etc. All checks, orders for the payment of money, bills of
lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be
signed or endorsed by such Officer(s) or agent(s) of the Corporation and in such manner as shall
from time to time be determined by resolution of the Board of Directors or of any Committee to
which such authority has been delegated by the Board.
Section 8.6 Fiscal Year. The fiscal year of the Corporation shall be January 1 –
December 31 but may be changed by resolution of the Board of Directors.
Section 8.7 Investments. The funds of the Corporation may be retained in whole or in
part in cash or be invested and reinvested on occasion in such property, real, personal, or
otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may
deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be
imposed by law regarding such investments, and which are permitted to organizations exempt
from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.
Section 8.8 Amendment. These Bylaws may be amended by a majority vote of the
Board of Directors, provided prior notice is given of the proposed amendment in the notice of the
meeting at which such action is taken, or provided all members of the Board waive such notice,
or by unanimous consent in writing without a meeting.
Section 8.9 Severability. The invalidity of any provision of these Bylaws shall not
effect the other provisions hereof, and in such event, these bylaws shall be construed in all
respects as if such invalid provisions were omitted.
The undersigned certifies that (s)he is the Secretary of the Dei Corps of the Gilas Inc., a
New Mexico nonprofit Corporation, and that, as such (s)he is authorized to execute this on
behalf of said Corporation, and further certifies that the foregoing Bylaws, consisting of nine (9)
pages, including this page, constitute the Bylaws of the Corporation as of this date, duly adopted
by the members of the Corporation at their organizational meeting.
Date:
(Secretary Signature)
