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pose, provided that not less than twenty-five (25) such members in good standing attend such special meeting; or, with cause, by affirmative vote of a majority of the members of the Board of Directors then in office. Absence from three (3) consecutive meetings of the Board of Directors, or from the annual meeting of members without excuse from the Board of Directors, may be cause for removal.

SECTION 5. Vacancies Vacancies in the Board of Directors shall be filled at any meeting of the Board by unanimous vote of the directors attending such meeting.

SECTION 6. Meetings. Meetings of the Board of Directors shall be held at such places, within or without the State of New Mexico, as may be fixed from time to time by resolution of the Board, or upon call of the President.

SECTION 7. Committees. The Board of Directors, or the President, at any meeting may designate one (1) or more committees, each committee to be vested with such powers as may be determined in respect to certain business affairs of the organization.

ARTICLE 4

SECTION 1. Number and Election. The officers of the corporation shall be a Chairman of the Board, a President, who shall be one of the directors, one or more Vice Presidents, a Secretary and a Treasurer. The offices of Secretary and Treasurer may be held by the same person, but not the office of President and Treasurer. The Board of Directors from time to time may appoint such additional Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers, agents and employees as it may deem proper.

SECTION 2. Term of Office. The term of office of the Chairman of the Board of Directors and the President shall continue until the Annual Meeting of Directors one (1) year following their election, or until their respective successors shall be elected and shall have qualified; provided, however, that neither the Chairman of the Board of Direc tors, nor the President, shall be eligible for re-election to succeed himself. The term of office of each other officer shall continue until the next Annual Meeting of Directors following his election or until his successor shall be elected and shall have qualified. Any officer may be removed from office at any time by the affirmative vote of a majority of the members of the Board of Directors present at any regular or special meeting.

SECTION 3. Powers and Duties. Subject to such limitations as the Board of Directors from time to time may prescribe, each of the officers of the corporation shall have such powers and duties as generally pertain to their respective offices, as well as such additional powers and duties as from time to time may be conferred or imposed by the Board of Directors. The Treasurer and the Assistant Treasurers may be required to give bond for the faithful discharge of their duties

in such sums and with such surety or suretics as the Board of Directors may from time to time prescribe.

ARTICLE S
MEETINGS

SECTION 1. Annual Meetings. The annual meeting of the members of the corporation, for the election of directors and for the transaction of such other business as may properly be brought before the meeting. shall be held at such place within or without the State of New Mexico and at such time during the spring months of each year as the President, or in the event of the death or incapacity of the President, the First Vice President, shall direct.

SECTION 2. Special Meetings. Special meetings of the members may be held upon call of the President, or in the event of the death or incapacity of the President, then upon the call of the First Vice President, at such time and at such place, within or, without the State of New Mexico, as may be fixed by the President, or in the event of the death or incapacity of the President, then as may be fixed by the Vice President. The purpose of such special meeting shall be stated in the notice of call.

SECTION 3. Notice of Meetings. Notice of the time and place of every meeting of members shall be mailed at least ten (10) days previous thereto to each member entitled to vote at such meetings. Such notice shall be directed to each member at his address as it appears on the records of the corporation unless he shall have filed with the Secretary of the corporation a written request that notices for him shall be mailed to some other address, in which case it shall be mailed to the address designated in such request.

SECTION 4. Quorum A majority of the members entitled to vote present at any specified meeting of the organization shall consitute a quorum, except at a meeting for the removal of a Director as provided in Article 5, Section 4.

SECTION 5. Organization. Meetings of the members shall be presided over by the President, or, if he is not present, by a Vice President, or, if no such officer is present, by a Chairman to be chosen at the meeting. The Secretary of the corporation or in his absence, an Assistant Secretary, or if no such officer is present, a secretary to be chosen at the meeting shall act as secretary of the meeting.

SECTION 6. Voting. Each member entitled to vote at any meeting shall have one (1) vote in person.

SECTION 7. The then present Governor of New Mexico shall be invited to attend each ranch meeting as a guest of the organization.

SECTION 8. The President shall arrange for the attendance of a duly qualified physician who shall not be a member to be on call 24 hours a day at the annual ranch meeting.

ARTICLE 6

FUNDS

SECTION 1. Banks. The funds belonging to the corporation shall be deposited in such bank or banks as the Board of Directors shall specify by resolution.

SECTION 2. Checks, etc. Al. orders, drafts or checks drawn on or requiring the disbursement of Lunds of the corporation shall be signed by the Treasurer except as otherwise from time to time provided by the Board of Directors.

SECTION 3. Secretarial Services. The personal secretary of the Presi dent of the corporation and the personal secretary of the Treasurer of the corporation shall be paid a monthly fee for secretarial services.

ARTICLE 7

OFFICES AND BOOKS

SECTION 1. The corporation may have one or more offices and may keep the books of the corporation outside the State of New Mexico, at such place or places as the Board of Directors from time to time may determine.

ARTICLE 8

FISCAL YEAR

SECTION 1. The fiscal year of the corporation shall coincide with the calendar year.

ARTICLE 9

INITIATION

SECTION 1. New Ranch Members and new Fiesta Members shall be initiated at a ranch meeting in a solemn ceremony.

ARTICLE 10

SECTION 1. The By-laws of the corporation may be amended, added to, rescinded or repealed at any meeting of the Board of Directors, or at a meeting of the members.

RULES FOR MEMBERSHIP

IN

CONQUISTADORES DEL CIELO

AND

RULES PERTAINING TO GUESTS

MEMBERSHIP COMMITTEE

1) Subject to the approval of the Board of Directors, the President shall appoint a Chairman and the members of the Membership Committee consisting of six (6) Ranch members in addition to the Chairman, all of whom shall serve for a term of three (3) years from the date of their appointment.

2) The Membership Committee shall investigate the qualifications of all nominees proposed for membership as provided for in the article entitled "Selection of Members" and make rules and regulations appropriate to the activities of the Committee.

CLASSES OF MEMBERSHIP

Membership in Conquistadores Del Cielo shall be divided into the following classes:

1) Life membership.

2) Ranch membership. 3) Fiesta membership.

4) Honorary membership.

(a) Life Membership: Membership in this class consists of the persons designated as Charter members at the 1938 Ranch Meeting (not included are those designated as Honorary Members at that time). There shall be no further admissions to this class.

(b) Ranch Membership: Membership in this class shall consist of the persons designated as Ranch Members according to the records of the Secretary-Treasurer as of April 20, 1972. Admis sion to this class shall be in accordance with the provisions of these rules pertaining to the selection of new members. Membership in this class is limited to one hundred (100) members.

(c) Fiesta Membership: Membership in this class shall consist of the persons designated as Fiesta Members according to the records of the Secretary-Treasurer as. of April 20, 1972. Admission to this class shall be in accordance with the provisions of these rules pertaining to the selection of new members. Membership in this class is limited to thirty-four (34) members.

(d) Honorary Membership: Membership in this class shall consist of persons admitted thereto, upon payment of such ducs,

if any, as the Directors shall prescribe. Membership in this class is limited to ten (10) members.

SELECTION OF NEW MEMBERS

1) A Life, Ranch and Fiesta member may nominate an eligible candidate for either Ranch or Fiesta membership (See Eligibility rules). Nomination forms may be obtained from the office of the SecretaryTreasurer. Upon completion, the nomination form shall be filed with the Secretary-Treasurer who will maintain a record of nominations. Upon receipt of a nomination the Secretary-Treasurer shall furnish a copy of the nomination to the Chairman of the Membership Committec, the Chairman of the Board of Directors and the President.

2) The Membership Committee shall determine the eligibility of each nominee and notify the nominating member, the Chairman of the Board, the President and the Secretary-Treasurer of its decision. Upon determining that a nominee is eligible his name will be placed in a pool (not a waiting list) together with other eligible nominees.

3) Meetings of the Membership Committee may be held from time to time at such place or places as determined by the Chairman. Such meetings may be by circular letter.

4) The Membership Committee shall recommend to the Board of Directors those nominees to whom an invitation to membership should be extended. Upon approval and acceptance by the Board of Directors, the invitation to membership shall be extended by the President on behalf of the Board of Directors.

The recommendations and actions referred to in this Paragraph 4 shall be made anually at the Spring Fiesta Meeting. At that meeting the Chairman of the Membership Committee shall review with the Board of Directors the status of those nominees remaining in the pool to whom an invitation to membership is not extended and make recommendations to the Board in respect thereto.

1)

ELIGIBILITY

Life Membership: To be eligible for membership in this class, the sole qualification shall be designation as a Charter Member (not Honorary) at the 1938 Ranch Meeting.

2) Ranch Membership: To be eligible for membership in this class the nominee must be directly associated with aerospace activities in a responsible position and must have attended a Ranch meeting as a guest.

Age of a nomince shall not consistute a bar if he is otherwise eligible. Preference among candidates will generally be given to those nominees who have not reached their fifty-fifth birthday prior to the first day of May of the year in which such nominee would be initiated, if accepted for membership.

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