THE UNITED COURT OF THE SANDIAS, INC.
I. MEMBERS A.Meetings: The Annual Meeting of the members will be held during the month of June at the time and place fixed by the President. Special Meetings of the members may be called by the President, the Board, or the holders of one-tenth of the votes entitled to be cast at a meeting, and will be held at the time and place fixed by the President. B.Notice: Written Notice stating the time, place, and if a Special Meeting, the purpose will be delivered not less than ten nor more than fifty days before the meeting date either personally. By mail or email at the direction of the president, the Secretary, or the person calling the meeting, to each member of record entitled to vote at the meeting. If mailed, a notice is deemed delivered when deposited postage prepaid in the United States mail addressed to the member at the address shown by the Corporation books. C.Quorum – Voting: Each member who is a resident of the State of New Mexico will at every member’s meeting have one vote for all purposes. The Presence in person of ten Person (10%) of the eligible voting members will constitute a quorum. A quorum once attained continues until adjournment despite voluntary withdrawal of enough members to leave less than a quorum. The act of a majority of the members present at a meeting at which a quorum is present will constitute members’ action unless the Nonprofit Corporation Act or these bylaws require a greater proportion. D.Membership: A member of the corporation will be any person or entity the seated Board of the corporation specifies that complies with the purpose of the corporation. The seated Board may terminate the membership of any member at any time for just cause by a majority vote of the seated Board. A member may resign. The rights of a member terminate upon the termination of the member’s membership. II. BOARD A.Number: The Board will consist of five officers; President, vice President, Secretary, Treasurer, Member at Large; and the reigning Monarchs. B.Terms of Office: The terms of office for the President, Vice President, Secretary, Treasurer, and Board Member at Large shall be for a period of not less than two (2) years or more than six (6) years. An exception may be made with Board approval. The tem of the Emperor and Empress shall be for one (1) year running from Coronation to Coronation. C.Qualification: Board Members must be residents of the state of New Mexico and a member of the corporation in good standing for not less one (1) year. It is strongly recommended that all candidates for Board positions have verifiable income. Additionally, the Treasurer must secure a bond of $50,000 at the corporation’s expense. The Qualification for President is one previous year of service on the Board. D.Election: Board officers will be selected biannually by the members of the corporation. The Emperor and Empress will be elected annually by the members of the corporation. Board members may be removed with just cause by a majority of the vote of the seated Board. E.Meetings: An annual meeting of the board will be held one week following their election by the membership. Special Meetings of the Board may be called by the President and will be held at the time and place specified by the president calling the Meeting by written notice or direct verbal contact made to each member of the board. F.Quorum – Action: A majority of the number of Board members then in office will constitute a quorum at Board meeting. A quorum once attained continues until adjournment despite voluntary withdrawal of enough Board members to leave less than a quorum. The Board will manage the business and affairs for the corporation, and may act only as a Board with each member having one vote. The act of a majority of Board members present at a meeting at which a quorum is present will be the act of the Board unless a greater number is required by the Nonprofit Corporation Act or by these Bylaws. G. Powers – Duties: The Board shall control the affairs of the Corporation including property, funds, and policies of the corporation and shall have the power and authority to do and perform all acts and functions not inconsistent with laws of the state of New Mexico and the United States pertaining to nonprofit corporations. Duties of the Board shall include the development of policies by which the corporation is operated, the raising of funds for the operation of the corporation, and acting as a liaison for the benefit of the corporation and the community at large. The Board officers shall advise the Emperor and Empress on matters of State, aid them in execution of their programs, and guide them with reference to the boundaries and restrictions of their offices. The Board shall include and ensure that the elected Officers, Monarchs, and the lines of succession maintain a standard of excellence and show unity during their term in office. III.OFFICERS A.Number: The officers of the corporation will be a President, Vice President, Secretary, Treasurer, and a member at Large. One person may hold more than one office, except for the combined offices of President and Secretary. B.Vacancies: If a vacancy of a Board officer occurs, the remaining Board members may choose to take up the duties of the vacant office until a replacement by membership vote is possible or the Board may wish to appoint someone of their choosing until the term of office is complete. C.President Duties: The Principal duties of the President shall be to preside at all meeting of the membership and the Board and have general supervision of the affairs of the corporation. The President shall only cast a vote an issue that is tied and when authorized will authorized will execute and deliver documents in the name of the corporation. D.Vice President Duties: The Principal duties of the vice president shall be to discharge the duties in the absence, disability, or failure to act for any cause of the President. E.Secretary Duties: The president duties of the Secretary shall be to countersign all deeds, leases, and conveyances executed by the corporation, affix the seal of the corporation thereto, and to such other papers as shall be required or directed to be sealed. The Secretary shall safely and systematically keep all books, papers, records, and documents belonging to the corporation, or in any way pertaining to the business thereof, except the books and records incidental to the duties of the Treasurer. The Secretary shall ensure the production of the newsletter, calendar of events, notice of meetings and all other public information pertinent to operations of the corporation. F.Treasurer Duties: The principal duties of the Treasurer shall be to keep an account of all moneys, credits and property of any and very nature of the corporation, which shall come into his/her hands. The Treasurer shall keep accurate account of all moneys received and disbursed, and to render such accounts, statements, and inventories of money received and disbursed and of money and property on hand, and generally of all matters pertaining to his/her office, as shall be required by the Board. G.Member at Large: The principal duties of the Member at Large shall be as follows: promoting the corporation and assuring that its representatives attend major meeting of other like organizations in New Mexico, keeping all membership records and supervising collection of dues, and promotion of new members. IV.PURPOSE A.The purpose of the corporation shall be to conduct charitable or public service projects to benefit legitimate charities, and in doing so provide social and charitable activities for the benefit of the gay. Lesbian, bisexual, transgender, and heterosexual community and to do anything necessary and proper for the accomplishment of these purposes. B.Goals: a.The betterment of relations between the gay, lesbian, bisexual, transgendered, and heterosexual communities with particular emphasis on the betterment of relation between organizations, businesses, and the community at large. b.To promote the positive image of gays, lesbians. Bisexuals, transgender persons as honorable and law abiding citizens concerned with the welfare and safety of their community deserving of respect and cooperation from their fellow citizens and the due protection of the law. c.To conduct activities, including fundraising, to the express benefit and/or pleasure and entertainment of the community. d.To conduct activities for the good of and the education of the community. e.To engage in any activity approved by the board, which does not violate or interfere with the laws of the state of New Mexico relating to a nonprofit corporation. V.FINANCES A.Funds: it is intent of this corporation, and its formation thereof, to serve the community in a charitable nature by physical service of its Members or though monetary donation. The corporation serves the community, the state , and national or international charities at its discretion. The corporation will retain administrative fees for its operation as determined by the seated Board. B.Compensation and Pecuniary Benefit: No member, Board member or committee member will receive, directly or indirectly, any income, profit or pecuniary benefit from the Corporation, except that the corporation may reimburse them from corporation funds upon proper documentation for expenses incurred on behalf of the corporation and compensate them for services rendered in furtherance of the corporate purposes. C.Provision Against Sharing in Corporate Earnings: No member, Board member or committee member will receive at any time any of the net earnings of the corporation or share in any of the corporation assets upon dissolution of the Corporation. VI. INDEMNITY The Corporation may indemnify and defend each Board member of the corporation, and their heirs, legal representatives and devisees, against all loss, liability or expense (including costs and attorney’s fees actually and reasonably incurred) in connection with the defense of any action, suit or proceeding, civil or criminal. In which the Board member is made a party by reason of being or having been a Board member. The indemnification may include any amounts paid to satisfy a judgment or to compromise or settle a claim. Board members will not be indemnified if any Board member is adjudged to have been guilty of willful misconduct or recklessness in the performance of duty to the corporation. Advance indemnification may be allowed of a Board member for expenses to be incurred in connection with the defense of the action, suit or proceeding, if the Board member agrees to reimburse the corporation if it is subsequently determined the Board member was not entitled to indemnification by reason of willful misconduct or recklessness on the performance of duty to the corporation. VII. AMENDMENTS
These Bylaws may be altered, amended, or repealed by a two-thirds majority vote of the membership present at membership meeting.