The Friendship Club Articles of Incorporation

BYLAWS OF THE FRIENDSHIP CLUB

MARCH 24, 2015

ARTICLE I

Definitions: The following terms and their derivations have the following meanings in these Bylaws:

  1. “Club” means The Friendship Club, a New Mexico non-profit corporation and located in Santa Fe NM
  2. “Member” means any person admitted to membership having qualified and paid the required dues, until termination of membership.
  3. “Board” means the Board of Directors
  4. “Officer” means an officer of the Board of the Friendship Club, elected pursuant to the terms of these bylaws
  5. “Executive Committee” is comprised of President, Vice President, Treasurer and Secretary.

ARTICLE II

Nature and Purpose: The Friendship Club provides an inviting place for meetings and events to be held to support the recovery community in Santa Fe County. “Our mission is to provide and maintain a multi-use community center that promotes activities and events focusing on mental, spiritual and physical recovery. We provide an inviting, supportive environment where people in recovery can heal and help one another.”

To organize and operate exclusively for charitable and educational purposes, as provided for under the Non-Profit Corporation Law of the State of New Mexico and under Section 501©3 of the Internal Revenue Code of 1954, as amended, and to conduct and promote all legal activities and/or programs necessary or desirable to achieve the general objectives of that corporation, subject to the limitations that all such activities and/or programs will be furtherance of its exempt purpose as provided for in Section 501©3 of the Internal Revenue Code of 1954, as amended. No member of the Club shall act by or on behalf of the Club in a manner contrary to those purposes and activities permitted by an organization exempt from taxation under Sections 501©3 and 504 of the Internal Revenue Code of 1954, as amended and pertinent regulation.

ARTICLE III

Membership: Membership shall be available to all participants of the FSC and their families who have been approved for membership in the Club and who remain in good standing and shall not be denied based on race, color, age, sexual orientation or discrimination or religion. Members shall be entitled to all privileges of the Club. In the event of a vote, each member in good standing (have been a dues’ paying member for the past six months and are current ytd) shall be entitled to one vote. Individual members shall pay dues at the rate of $10.00/month; $50/for six months; $100 for one year. These membership dues may be changed by a vote of the majority of the Board. Also, special incentives may be given to become a member, if approved by the Board. In addition to membership dues, the Board may participate in fundraising, grant requests and requests for personal donations to support the daily functions of the Club.

Transfer of Membership: No club membership may be assigned or transferred.

Resignation, termination and discipline:

  1. Any member may resign voluntarily at any time.
  2. Termination: Termination of membership shall occur when a member dies, resigns from membership or is expelled from membership. There shall be no return of money for dues paid.

Discipline: Suspension and Expulsion: Any member or non-member who shall be accused by any other member of conduct unbecoming to a member or of any violation of the Bylaws or other rules and regulations promulgated by the Board of the Club may or may not if the information can be documented be summoned before the Board of the Club and may be heard in his/her defense. If the charges against him/her are substantiated and are of sufficient gravity, in the sole opinion of the Board of the Club, the Board may suspend or expel such a member or non-member from the Club by a vote of the majority. The action of the Board will be final. No suspended or expelled member shall enjoy any of the privileges of membership.

  1. Grievance Policy: Non-members and members of The Friendship Club wishing to speak with the Board of the Friendship Club regarding issues they may have are to follow the procedure below:
    1. Put a note into the suggestion box by the coffee bar, or a place to be decided upon by the Board, including your name and initial along with a telephone number and/or email where a member of the executive committee can reach you.
    2. They may be asked to prepare a note in writing concerning the ideas and/or issues outlining what they wish to discuss. Unsigned or unidentified complaints will not be considered.
    3. They will be given the opportunity to meet with someone from the Executive Committee (and/or Board Member) regarding their note/letter and will receive a note or email back from a member of the Committee within two weeks outlining resolution or information requested.
    4. If it is deemed necessary by the Executive Committee, they will take it to the entire Board. It is the desire of the Board to have communications heard and addressed.
  2. Guests: Members are permitted to have accompanying guests, pursuant to regulations and conditions adopted by the Board of the Club. Members will be responsible for the conduct of the guests. Guests include children.

ARTICLE IV

Membership Meetings:

Annual Meetings: An annual meeting of the membership of the Club shall be held during the month of January of each year at such as hour as the Board of the Club may designate, according to the N.M.S.A. 1953m S551-14-28.1 et seq.

Special Meetings: A special meeting of the membership of the Club may be called by the President, by a majority vote of the Board, or upon a written request of a majority or more of the voting members.

Routine quarterly Board Meetings: There will be a minimum quarterly meeting of the Board of the Club to discuss pertinent concerns and review the balance sheet. These meetings will be led by the President or Vice President of the Board of the Club.

Notices: The Secretary shall give not less than 5 days’ notice of all regular Board meetings by means of electronic mail, papers notices at the Club or telephone calls to the Board members, if possible.

Conduct and Order of Business: The order and conduct of business at all meetings shall be determined by the Board of the Club. A written agenda will be presented to the Board with the flexibility for any Board member to add items at the end of the agenda as time permits. Agenda items can be carried over to the following meeting, if necessary. Committee reports must be emailed to the Secretary for distribution and review by the other Board members prior to the Board meeting, if possible.

Quorum for Board Meetings: Fifty-one percent 51% of the Board membership at the time will constitute a quorum at the Board meetings of the Club. A quorum, once obtained, continues until adjournment despite the voluntary withdrawal of enough voting members to leave less than a quorum. The action of a majority of the voting members present at a meeting at which a quorum was present at the beginning, constitutes action of the members.

Proxies: There will be proxy voting allowed at Board meetings of the Club. The Board member that is not able to attend the meeting will contact the President or Vice President of the Board and offer their proxy in writing or via email. The President or Vice President will report to the absent Board member what issues will be discussed and voted on at the meeting so that the absent Board member has an opportunity to express his/her opinion on the issue and the President or Vice President can vote according to the absent Board member’s wishes.

A Board member is allowed up to 3 absences each year. The year begins when the Board member attends their first Board meeting as a member. If more than 3 absences occur during this period, they will be excused from their membership on the Board (unless their absence is approved by the majority of the board members).

(New Board members may be nominated by any member of the Friendship Club or by themselves, provided they are members in good standing with their dues, having paid for at least the past six months and are current ytd. They will be approved by the Board and members in good standing who are attending our January Board/member annual meeting by a majority of voting members at the meeting. If a current member resigns, a member may be appointed for the duration of term by the Board). There will be no leaves of absence granted because of the necessity for Board member involvement at the meetings.

ARTICLE V

Board of Directors of The Friendship Club Board:

  1. General – The government of the affairs and property of the Club shall be vested in a Board of up to 15 members, elected every two years alternatively in 2 year terms. Ex. Up to 7 members one year and 8 the next. (The Board members and Officers may be re-elected to serve additional terms if approved by majority of Board.)
  1. Powers of the Board – The Board of the Club shall have the general charge of the affairs and property of the club, with the assistance of the Club manager. All actions taken by the Board of the Club shall be consistent with the Articles of Incorporation and these Bylaws Committees.
  1. The Board of the Club may create standing and special committees to assist the Board in its duties and may delegate to such committees such powers and authority as the Board deems proper. The actions of committees are at all times subject to review and modification by the full Board.
  1. Removal: Board members may be removed with cause by a vote of the majority of members of the remaining Board.
  1. Vacancies: Vacancies may be filled by a majority vote of the Board.
  1. The Board of the Club may provide for regular meetings with a 5 days’ notice.
  1. Special Meetings may be called at the request of the President or any Board Member and requires at least 48 hours’ notice (if possible)
  1. Voting – Each Board member shall have one vote at the Board meetings. The act of the majority of the Board members at the meeting at which a quorum is present shall be the act of the Board unless the act requires a greater number by law or these bylaws

ARTICLE VI

  1. Officers:
    1. Number: The Officers of the Club shall be a President, a Vice-President, a Secretary, a Treasurer and such other officers as the Board may determine by majority vote of the Board.
  2. Positions:
    1. President: The President will be the Chief Executive Officer of the Club, presiding at all meetings of members and the Board of the Club. He/She may, when authorized, execute and deliver documents in the name of the Club. (This position is up to 2 consecutive terms and may be extended for additional terms upon the majority of the Board voting to do so.)
  1. Vice-President: The VP shall perform the duties of the President during a disability or absence of the President.
  1. Secretary: The Secretary will have the custody of the meetings records and copies of Treasurer’s reports and records of the Club, will keep minutes of all meetings, will give notices required and when authorized, will execute, attest and deliver documents of the Club
  1. Treasurer: The Treasurer uses an accounting system from the accountant to prepare a monthly detailed report and summary for the Board’s approval and the Financial Committee, if applicable. The summary is then presented at the Board meetings. The Treasurer is a signatory on bank accounts and Certificates of Deposit. A second signature is required on accounts. The Treasurer will have custody of the funds, securities, property and books of account of the club; will keep strict accounts of funds, CD’s and checks, securities and property received, owned and disbursed by the Club. This task will be performed with the assistance of an accountant approved on an annual basis by the Board majority. The reports are subject to audit on an annual basis.

ARTICLE VII

  1. Conflict of Interest
    1. No member, Board member or officer shall be precluded from contracting with the Club and from receiving compensation there for so long as such transactions are contracted at arm’s length and in good faith. Such interested persons may not be counted for quorum purposes and may not vote when the Club considers the transaction.
  1. Contracts: The Board of the Club may authorize any officer or agent to enter into a contract or execute and deliver any instrument in the name of or on behalf of the Club (with a majority of Club members approving this action)
  2. Notice and Waiver of Notice: Any notice of meeting will state the time, place and purpose of the meeting and will be posted in conspicuous place in the Club premises.

ARTICLE VIII

  1. Amendments: These Bylaws may be amended by a majority of members of the Board of the Club at a regular or special meeting.

ARTICLE IX

  1. Dissolution: Upon dissolution of the Club and the payment of all expenses and obligations, the assets or proceeds of the assets, shall be distributed in accordance with the requirements of Section 501©3 of the Internal Revenue Code of 1954, as amended.