BY-LAWS OF
SYNERGY RESOURCES ABQ, INC.
A NONPROFIT CORPORATION
Article I – Name
The name of the organization shall be Synergy Resources ABQ, Inc., hereinafter referred to as SRAI.
Article II – Purpose
The purpose of SRAI shall be to support and train our members while we increase and strengthen their businesses.
Article III – Membership and Dues
Section 1. Membership in SRAI shall be open to one (1) person or business entity per business category. Each paid membership shall have one (1) vote.
Section 2. All qualified applicants for membership will receive consideration by the Membership Committee without regard to race, color, religion, age, sex, national origin, pregnancy, sexual orientation, gender identity, physical or mental disability, veteran status, or any other protected status.
Section 3. Each membership shall be reviewed annually by the Membership Committee. Members shall be notified no less than sixty (60) days prior to the expiration of their annual dues, and any pertinent additional information shall be requested to be provided within fifteen (15) days of notice. The review, and the decision for approval or disapproval for renewal, shall be based on any additional information provided, meeting attendance, number of visitors sponsored, number of members sponsored, and number of referrals given. The review shall be completed, and the member notified of the results, no later than thirty (30) days prior to the expiration of their annual dues. If the review resulted in a determination of non-renewal status, the membership will be dropped upon expiration, and the category will be open for new applicants. If the review resulted in a determination of renewal status, the member will be invoiced for their annual dues. If annual dues are not paid prior to expiration, the membership will be automatically dropped, and the category will be open for new applicants.
Section 4. Annual membership dues and registration fees will be determined by the Executive Committee and are non-refundable upon an applicant’s acceptance.
Section 5. Payment of the first year’s annual dues and a one-time registration fee shall be submitted with the application. Upon an applicant’s acceptance and admittance to membership, these application fees shall be processed. Dues paid shall be effective for one year from the date of an applicant’s admittance and due upon annual anniversaries thereafter.
Section 6. Any member of SRAI may make a written recommendation to the President, or any Executive Committee member, to remove another member of SRAI. Any member whose removal has been recommended shall be given an opportunity to be heard at an Executive Committee meeting to be held within fifteen (15) days of receipt of the recommendation. Upon a two-thirds (2/3) majority vote of the Executive Committee, any member may be removed and their business category opened for new applicants.
Article IV –Officers and Executive Committee
Section 1. Officers of SRAI shall be a President, Vice-President, Secretary, and Treasurer.
Section 2. An Executive Committee shall be the governing body of SRAI and shall consist of one (1) member-at-large and the four (4) officers, all of which shall be current members of SRAI. The Executive Committee shall be elected at the Annual Meeting to serve for one (1) year or until their successors’ terms begin. Their terms of office shall begin at the close of the Executive Committee meeting following their election.
Section 3. No member of the Executive Committee shall hold more than one (1) position at a time, and no member shall be eligible to serve more than four (4) consecutive terms in the same position.
Section 4. The Executive Committee shall, in general, supervise all the business and affairs of SRAI between meetings of the membership. The Executive Committee shall meet as necessary, but no less than once a month. The dates of such meetings shall be advertised to the membership on the SRAI Annual Calendar, whenever possible.
Section 5. The Executive Committee shall determine the annual membership dues and registration fees, determine the dates, times, and locations of meetings of the membership, make recommendations to the membership, approve the President’s appointment of any other committees, investigate and resolve complaints of discrimination, and perform such other duties as are specified in these By-laws.
Section 6. Eighty percent (80%) of the members of the Executive Committee shall constitute a quorum.
Section 7. The President may make a written recommendation to the Executive Committee to remove one its members. Any member whose removal has been recommended shall be given an opportunity to be heard at an Executive Committee meeting to be held within fifteen (15) days of receipt of the recommendation. Upon a two-thirds (2/3) majority vote of the Executive Committee, any member may be removed and his/her position filled by a two-thirds (2/3) majority vote of the Executive Committee.
Section 8. No member shall continue to serve on the Executive Committee if during their term of office, he/she shall cease to be a member of SRAI. Such vacancies on the Executive Committee shall be filled by a two-thirds (2/3) majority vote of the Executive Committee.
Section 9. Any Executive Committee member elected mid-term shall serve in the position only until the term of their successor, elected at the next Annual Meeting, begins.
Section 10. To the extent permitted by the laws of the State of New Mexico, the officers and other members of the Executive Committee shall not be liable for any mistake of judgment, ordinary negligence, or otherwise, so long as the mistake is not the result of their own individual willful or wanton misconduct, gross negligence or bad faith. To the extent permitted under the laws of the State of New Mexico, each of the officers and other members of the Executive Committee shall indemnify and hold harmless against all liability to others arising out of actions made by the Executive Committee on behalf of SRAI unless any such action shall have been made in bad faith. It is intended that the officers and other members of the Executive Committee shall have no personal liability with respect to any action made by them on behalf of SRAI.
Article V – Duties of the Officers
Section 1. The President shall be the presiding officer of SRAI and shall, in general, supervise all the business and affairs of SRAI between meetings of the Executive Committee. The President shall conduct the business and affairs of SRAI at the direction of the Executive Committee. The President shall preside over all general meetings and the Annual Meeting. The President shall, with the approval of a majority of the Executive Committee, appoint all committees (except for the Executive Committee) and serve as an ex-officio member. The President shall make an annual report to the membership at the Annual Meeting and file such report with the Secretary. The President shall see that all necessary reports, returns, forms, and certificates required by law are properly filed. The President shall be an authorized signatory on the checks or drafts of SRAI. The President shall have such other duties as shall from time to time be imposed upon him/her by the Executive Committee and shall, in general, perform all the duties incident to the office of the President.
Section 2. The Vice-President shall perform the duties of the President during the President’s absence. The Vice-President shall succeed the President in case of disability, death, resignation, or removal from office. The Vice-President shall serve as the Chairman of the Membership Committee. The Vice-President shall report to the President the results of the meetings of the Membership Committee and file such results with the Secretary. The Vice-President shall bring tie votes of the Membership Committee to the Executive Committee for consideration and final decisions. The Vice-President shall be an authorized signatory on the checks or drafts of SRAI. The Vice-President shall have such other duties as shall from time to time be imposed upon him/her by the Executive Committee and shall, in general, perform all the duties incident to the office of the Vice-President.
Section 3. The Secretary shall keep the minutes of all meetings of the Executive Committee and the minutes of all meetings of SRAI. The Secretary shall act as official custodian of all necessary records of SRAI. The Secretary shall present the minutes for acceptance during the next meeting of the Executive Committee. The Secretary shall maintain the membership list of SRAI, including the expiration dates of annual dues. The Secretary shall maintain attendance records of the membership, as well as the number of visitors sponsored, the number of members sponsored, and the number of referrals made by each member. The Secretary shall report to the Membership Committee the names, and all tracked information, of members whose memberships are scheduled to expire within seventy-five (75) days. The Secretary shall attend to all correspondence of SRAI. The Secretary shall provide notice of meetings to the membership, as directed by the Executive Committee. The Secretary shall be an authorized signatory on the checks or drafts of SRAI. The Secretary shall have such other duties as shall from time to time be imposed upon him/her by the Executive Committee and shall, in general, perform all the duties incident to the office of the Secretary.
Section 4. The Treasurer shall collect all monies due SRAI and shall have custody of all of the funds belonging to SRAI. The Treasurer shall make bank deposits within forty-eight (48) hours of receipt, with the exception of application fees, which shall be deposited within forty-eight (48) hours of admittance to SRAI. The Treasurer shall pay all bills approved by the Executive Committee and shall keep account of all receipts and expenditures. The Treasurer shall make a written account of the SRAI finances no less than monthly to the Executive Committee, and such account shall be physically affixed to the minutes of such meeting of the Executive Committee. The Treasurer shall make a written account of the SRAI finances to the membership at the Annual Meeting and file such report with the Secretary. The Treasurer shall file all necessary reports, returns, forms, and certificates required by law and these By-laws. The Treasurer shall obtain from the Membership Committee the names of members whose memberships are scheduled to expire and who have been approved for renewal, and the Treasurer shall invoice such members for their annual dues payment no less than thirty (30) days prior to expiration. The Treasurer shall be an authorized signatory on all of the checks or drafts of SRAI. The Treasurer shall have such other duties as shall from time to time be imposed upon him/her by the Executive Committee and shall, in general, perform all the duties incident to the office of the Treasurer.
Article VI - Committees and Responsibilities
Section 1. The permanent committees of SRAI shall be the Executive Committee and the Membership Committee.
Section 2. The Membership Committee and all other committees, except the Executive Committee, shall be appointed by the President, with approval of the Executive Committee.
Section 3. The responsibilities of the Executive Committee are addressed in Article IV.
Section 4. The Membership Committee shall meet as necessary to review submitted applications, check references, if necessary, and make determinations concerning admittance. The Membership Committee shall review the information provided by the Secretary of members whose memberships are scheduled to expire within seventy-five (75) days, request and review additional pertinent information from those members, and make determinations concerning renewal. The Membership Committee Chairperson shall bring tie votes to the Executive Committee for final decisions. The Membership Committee shall notify members of the results of the review no later than thirty (30) days prior to the expiration of their annual dues. The Membership Committee shall provide to the Treasurer the names of members approved for renewal whose memberships are scheduled to expire within forty-five (45) days.
Article VII – Membership Meetings
Section 1. Meetings of SRAI shall be at such place, convenient to the members, as determined by the Executive Committee.
Section 2. General meetings, and the Annual Meetings, shall be held on Thursday mornings from 7:00 a.m. to 8:30 a.m., as determined by the Executive Committee. The dates of such meetings shall be advertised to the membership on the SRAI Annual Calendar.
Section 3. The Executive Committee shall determine the date of record for determining which current paid members are entitled to notice of and are entitled to vote at each annual or special meeting. Such date of record shall be at least ten (10), but not more than thirty (30), days before the meeting.
Section 4. The Annual Meeting shall be for the purpose of electing members of the Executive Committee, receiving annual reports of officers and committees, and other business as determined by the Executive Committee. The agenda for the Annual Meeting shall be set by the Executive Committee and provided to each member.
Section 5. Special meetings of SRAI may be called by thirty percent (30%) of the membership or by the President, with the concurrence of the Executive Committee. The President or Executive Committee shall set the meeting time, location, and date, which shall be within fifteen (15) days, and the Secretary shall give notice of any such meeting to the members no less than five (5) days prior to that date.
Section 6. Special meetings of the Executive Committee may be called by the President or by any three (3) members of the Executive Committee. The President or Executive Committee shall set the meeting time, location, and date, which shall be within ten (10) days, and the Secretary shall give notice of any such meeting to the Executive Committee members no less than three (3) days prior to that date.
Section 7. All special meetings called will have a specific agenda, approved by the Executive Committee. Only those items deemed special or emergent will be placed on a special meeting agenda. No additional agenda items will be added to the agenda without approval of the Executive Committee.
Section 8. Thirty-three percent (33%) of the current paid members and a majority of the Executive Committee shall constitute a quorum for the Annual Meeting and special meetings of the membership, unless otherwise stated within these By-laws.
Article VIII - Voting
Section 1. Votes may only be cast in person, by current paid members as of the date of record, and may not be made by proxy.
Section 2. Votes for the election of Executive Committee members shall be made on written ballots cast in person, by current paid members as of the date of record.
Section 3. The vote of a majority of a quorum shall be binding upon all members.
Article IX – Monetary Matters
Section 1: No member of SRAI will receive directly or indirectly any compensation or pecuniary benefit from SRAI, except that the Executive Committee may approve reimbursement for pre-approved expenses.
Section 2. The President, Vice-President, Secretary, and Treasurer shall each have signatory authority on SRAI accounts.
Section 3. On all checks or drafts over $100, the signatures of two officers shall be required.
Article X – Parliamentary Authority
The latest edition of Roberts Rules of Order, Newly Revised, shall govern all SRAI affairs when applicable and not in conflict with the By-laws.
Article XI - Amendments
Amendments to these By-laws may be proposed by the Executive Committee or upon written request of thirty percent (30%) of the current paid membership. The members of SRAI may vote to amend these By-laws by a two-thirds (2/3) majority vote of a quorum at a special meeting.
Article XII – Dissolution
The dissolution of SRAI may be proposed by the Executive Committee or upon written request of thirty percent (30%) of the current paid membership. The members of SRAI may vote to dissolve SRAI by a two-thirds (2/3) majority vote of the membership present at a special meeting with a quorum of at least fifty percent (50%) of current paid members. After payment of all liabilities and receipt of tax clearance from the State of
