ARTICLE I NAME AND PRINCIPAL OFFICE

Section 1. NAME: This organization shall be known as the Cloudcroft Light Opera Company, a non-profit corporation, hereafter known as CLOC.

Section 2. Principle Office: The principle office of CLOC shall be located in the Village of Cloudcroft, New Mexico, 88317, County of Otero, but meetings of members and directors may be held at such places on or within Otero County as may be designated by the Board of Directors.

Section 3. Registered Office: The registered office of CLOC, required by the New Mexico Nonprofit Corporation Act to be maintained in the state of New Mexico shall be P.O. Box 1162, Cloudcroft, New Mexico 88317.

ARTICLE II PURPOSES

The purpose of CLOC is to promote and produce stage production, murder mysteries and special presentations for the enjoyment of the players and the viewing public. The proceeds from these performances and donations will be used for scholarships, other community needs and organizational expenditures and improvements as approved by Board of Directors and, as required the vote of the membership.

ARTICLE III MEMBERS

Section 1. Classes of membership: There shall be three types of membership.

FAMILY MEMBERSHIP will include immediate family (guardians/ parents of the children and will pay a reduced amount.)

INDIVIDUAL membership will be 18 or older (not in college). This ACTIVE member may be anyone that has an interest in acting and stage productions and/or participates in activities.

ASSOCIATE member will be members under 18 years of age (not attending college). Only Active Individual and adult family members are entitled to vote on matters brought before them at any meeting.

Section 2. Dues: Annual dues (amount subject to change) for INDIVIDUAL AND FAMILY MEMBERSHIPS are due in October of each year at the regular monthly meeting. Associate members under eighteen will pay a reduced amount

ARTICLE IV OFFICERS

Section 1. General: The officers of the CLOC shall consist of President, Vice President, Treasurer and Secretary, each of whom shall be elected by the membership. Any two or more offices may be held by the same person with the exception of President and Treasurer. Officers shall also serve as Directors of the Corporation.

Section 2. Duties: PRESIDENT

The PRESIDENT will chair the meetings, prepare appropriate agendas, and act as spokesperson for the Board of Directors. He/she will establish committees and appoint chairman as needed.

The VICE PRESIDENT will carry out the duties of the President in his/her absence and perform other duties as assigned by the President. The Vice President shall assume the office of the President in the event of a vacancy.

The TREASURER is responsible for all financial records and shall provide a financial report at each monthly meeting. The Treasurer will be responsible for initiating checks for payment of all bills and assuring that the two signature element requirement for each check is met. Normally checks will be signed by the President and Treasurer however, the Vice President or Secretary may act as signatories in the absence of the President. The officers of the corporation are the only approved signatories.

The SECRETARY is responsible for taking and preparing meeting minutes and maintaining all corporate correspondence and records.

Section 3. Term of Office: Officers shall serve for one year terms. Each incumbent must declare intent at the Regular monthly meeting in August.

Section 4. Elections: Election of Officers will be conducted at the Regular monthly meeting in September. Candidates for office shall declare their intent, or be nominated by any member(s) in good standing at the August Regular meeting.

Nominations from the floor may also be made at the Regular September monthly meeting. (August -Declare intent, September -Nominations from the floor and Elections. New officers take over 1October, the new fiscal year.)

Section 5. Vacancies: Any Vacancies occurring in an Officer's position may be filled by an affirmative vote of a majority of the remaining directors, although less than a quorum of the BOD. A member appointed to fill a vacancy shall serve the unexpired term of the predecessor (an Officer's term of office is one year.)

Section 6. Removal of Officers and/or Board of Directors: Any officer and/or Board of Director (BOD) that fails to fulfill their obligations and/or has 3 unexcused absences from meetings will be dismissed by a quorum vote of the BOD.

ARTICLE V MEETINGS

Section 1. Regular Meetings: Regular meetings will be held the first Wednesday of each month unless otherwise specified. A simple majority of those present at a meeting is required for passage of motions.

Section 2. Special Meetings: Special meetings may be called for by a combination of any four (4) officers/directors. The Secretary will attempt to provide at least five (5) days telephonic or electronic (email) notice to the Active membership. A simple majority of those present at a special meeting is required for passage of motions. 

Section 3. Quorum: A combination of any four (4) officers/directors shall constitute a quorum for the conduct of business.

ARTICLE VI BOARD OF DIRECTORS

Section 1. Composition: The Board of Directors shall be composed of seven (7) members of CLOC in good standing consisting of directors and officers.

Section 2. Powers: The affairs of the corporation shall be managed by its Board of Directors (BOD) and they are authorized to act in the name of the corporation. The act of the majority of the Directors present or involved wherein a quorum is represented shall be the act if the corporation.

Section 3. Meetings: Regular meetings of the BOD are held the first Wednesday of each month. Regular meetings require no other notice than stated in these by-laws. Special meetings of the BOD will be held on an as needed basis and the Active membership notified as required by these bylaws.

Section 4. Quorum: A combination of any four (4) officers/directors shall constitute a quorum for the conduct of business.

Section 5. Vacancies: Any vacancy occurring in the BOD may be filled by an affirmative vote of a majority of the remaining directors, although less than a quorum of the BOD. A Director appointed to fill a vacancy shall serve the unexpired term of the predecessor (a Directors term of office is one year.)

Section 6. Compensation: No compensation shall be paid to the directors for their services, but Directors may be reimbursed for reasonable expenses actually incurred.

Section 7. BOD Action Without a Meeting: Any action required to be take at a meeting of the BOD, or any other action which may be taken at a meeting of the BOD, may be taken without a meeting if all of the Directors shall indicate in writing their consent to the action taken, which consent shall become a part of the books and records of the corporation.

ARTICLE VII COMMITTEES

Special or Standing committees shall be created on an as needed basis for specific functions/requirements. Creation of such committee (s) shall specify longevity, number of members and specific function. Standing committees are of a permanent nature and should be included in an addendum until the next amendment of the By-Laws. Special Committees are of a temporary nature and need only be recorded in the regular/special meeting minutes in which created.

ARTICLE VIII AMENDMENTS

These By-laws may be altered, amended or repealed and new bylaws may be adapted by the Board of Directors (BOD) at any regular or special meeting of the BOD but, no change may be implemented without approval of the Active members at the next Regular monthly meeting of the corporation.

ARTICLE IX DISSOLUTION

In the event the Corporation is ever dissolved or liquidated, the assets of the Corporation shall be distributed in the following manner pursuant to Sec. 53-8-48, N.M.S.A.Y.1978 Comp:

1. Pay all liabilities and obligations of the corporation 2. Return, transfer or convey all assets held by the corporation on the condition of return upon dissolution or liquidation.

3. All remaining assets shall be distributed to current scholarship recipients, nonprofit organizations/societies, or domestic corporations that have as an objective the operation of entertainment facilities for the benefit of property owners in for county, New Mexico.

4. Under no circumstances shall any assets be distributed to any member, former member, director, officer or former director/officer of the corporation. 

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President

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Vice President

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Secretary

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Treasurer

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Board Of Directors

State of New Mexico ) 
County of Otero         )

I hereby certify that the above and foregoing By-Laws of Cloudcroft Light Opera Company, Incorporated, A New Mexico Nonprofit Corporation, consisting of five (5) pages, this page included, are the amended By-Laws of this Corporation, adapted by the Board of Directors and approved by the membership vote thereof, at a regular meeting held on the 7th day of July, 2010. 

SUBSCRIBED AND SWORN TO me this _______day of ______________ , 2010

______________________________ 
Notary Public 

My Commission Expires ___________

SEAL