A Brief History of the Organization

Initially founded in 1988, the Northwest New Mexico Arts Council was reorganized in 1996. Its mission at that time was expanded to include all of the arts. Board membership was sought to represent this expanded vision and community networking was initiated. At this time the Council is a 501(c)3 organization in good standing with a membership of about 120. It has carried out many arts related activities over the past few years to establish its presence and strengthen the arts in the community. By coordinating resources and expanding opportunity for a number of participating art organizations, the Northwest New Mexico Arts Council is providing a valuable service for this region of New Mexico. Participating art organizations include:

• Brassworks 4
• Farmington Foundation for the Performing Arts
• Showcase Concerts
• San Juan Sumphony League
• Theater Ensemble Arts
• Four Corners Storytelling
• Northern New Mexico Hispanic Association

Thanks

Our grateful THANKS to New Mexico Arts, A Division of the Office of Cultural Affairs, Burlington Resources, ConocoPhillips, Witter Bynner Foundation and City of Farmington.

By-Laws

Adopted May 28. 1998

AMENDED

BYLAWS OF
NORTHWEST NEW MEXICO ARTS COUNCIL

ARTICLE I

NAME

The name of the Corporation shall be NORTHWEST NEW MEXICO ARTS COUNCIL, adopted July 26. 1989.

ARTICLE II

PURPOSE AND POWERS

Section 1. The purpose for which the Corporation is organized is to encourage and strengthen the cultural life of this area and to further the development and appreciation of the visual, literary and performing arts. Further, the Corporation is organized exclusively for charitable, religious, educational and scientific purposes, including for such purposes the making of distributions to organizations that qualify as exempt organizations under Sections 501 (C) (3) of the Internal Revenue code or corresponding sections of any future federal tax code. ' ,

Section 2. In furtherance of its purposes, the Corporation is authorized to exercise all powers granted to it by New Mexico Law.

Section 3. This Corporation has been specifically created to qualify as a tax-exempt organization under the Internal Revenue Code of the United States. Nothing in these Bylaws is intended to authorize any action which would disqualify that status, and any action of the Board which would disqualify the Corporation from tax-exempt status is deemed void.

ARTICLE III

OFFICE

The principal office of the Corporation shall be in San Juan County. New Mexico. '

ARTICLE IV

COUNCIL BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the Corporation shall be managed by its Council Board of Directors. The Council Board of Directors shall have all the powers authorized by the statutes of the State of New Mexico unless specifically limited herein. .

Section 2. Regular Meetings of the Council Board of Directors. An annual meeting of the Council Board of Directors shall be held during the month of August of each year at the time and place designated by the current Council Board of Directors and notice of the meeting shall be given at least one week prior to the date set. The Council Board of Directors may provide by resolution the time and place within San Juan County, New Mexico, for the holding of regular meetings of the Board, without other notice than such resolution being mailed to the Directors . All meetings of the Council Board of Directors are open to the general public. .Any Director who misses three consecutive regularly scheduled meetings without excuse may be deemed to have resigned from the Board.

Section 3. Special Meetings. Special meetings of the Council Board of Directors may be called at the request of the Corporation President or a minimum of twenty (20%) of the Directors. The person or persons authorized to call a special meeting of the Board may fix any place within San Juan County, New Mexico, as the place for holding any special meeting of the Board called .by them.
Section 4. Notice. Notice of any special meeting of the Council Board of Directors shall be given at least three (3) days prior thereto by written notice delivered personally or sent by mail or by telephone call to each Director at his address as shown by the record of the Corporation. If mailed, such notice shall be deemed delivered when deposited in the United States mail in a sealed envelope so addressed with the postage paid thereon. If notice be given by telephone call, such notice shall be deemed to be delivered when the member of the Board or his representative is contacted. Any Director may waive notice of any meeting either before or after the meeting. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting unless specifically required by law or by these bylaws.

Section 5. Quorum. A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 6. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Council Board of Directors.
Section 7. Vacancies. Any vacancy occurring in the Council Board of Directors shall be filled by the Council Board of Directors. A Director elected to fill a vacancy shall be elected fur the unexpired term of his/her predecessor in office.

Section 8. Honorary Directors. Honorary Directors may be selected by majority vote of the Council Board of Directors in recognition of service to the Corporation. The designation of Honorary Directors shall be for the lifetime of the designee. Honorary Directors have no voting rights.

ARTICLE V

OFFICERS

Section 1. Officers. The officers of the Corporation shall consist of a President, Vice President, Secretary, and Treasurer. The President, Vice President, Secretary and Treasurer shall be elected from among the members of the Board Directors. No person shall hold more than one (1) office concurrently.

Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the regular meeting of the Board immediately following the election and seating of Directors. If the election of officers shall not be held at such meeting, such meeting shall be held as soon thereafter as may be convenient. Each officer shall take office immediately after that Board meeting for the year following their election and shall hold office until their successor shall have been elected and shall have been qualified. Term of office shall be for one (1) year.
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Section 3. Removal. Any officer elected by the Council Board of Directors may be removed by 2/3 majority vote of the Council Board of Directors whenever in its judgment the best interests of the. Corporation would be served thereby.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Council Board of Directors for the unexpired portion of the year. .

Section 5. Duties of Officers. The duties of the officers of the Corporation shall be as set forth herein, and such other as the Council Board of Directors may establish. .

(a) The President shall be the principal executive officer of-the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He or she shall preside at all meetings of the Council Board of Directors. The President may sign with the Treasurer in the name of the Corporation all contracts authorized by the Board. In addition, the President shall be responsible for the supervision of the corporate staff and for the general day to day management of the Corporation's affairs. He or she shall exercise such authority to accept gifts, collect revenue and direct expenditures as are delegated by the Board.

(b) The Vice President, in the absence of the President, or in the event of his inability or refusal to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President The Vice President shall perform such other duties as from time to time may be assigned to him by the President or the Council Board of Directors.

(c) The Treasurer shall have charge and custody of and be responsible for all the funds and securities of the Corporation, receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all monies in the name of the Corporation in such banks, trust companies, .or other depositories as shall be selected by the Board of Directors; and in general, perform all the duties incident to the office of Treasurer and such other duties as may be assigned to him or her by the President or the Council Board of Directors.

(d) The Secretary shall keep the minutes of the meetings of the Council Board of Directors and all other official meetings of the Corporation in one or more books provided for the purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records; keep a register of the post office addresses of the members of the Board which shall be furnished to the Secretary by such member, and, in general, perform all duties incidental to the office of Secretary and other such duties as from time to time may be assigned to him or her by the President or Council Board of Directors.

Section 6. Counci1 Staff. The Council Board of Directors may, by majority vote, select Council Staff who shall serve at the pleasure of the Board and shall have such duties as prescribed by the Board. The selected staff may be removed by 2/3 majority vote of the Council Board of Directors.

ARTICLE VI
COMMITTEES

Section 1. The Council Board of Directors may establish such other committees as it deems advisable to carry out the purposes of the Corporation. The Board shall appoint the Chairman and the members of such committees who need not be Directors of the Corporation.

(a) Such committees as may be established shall carry out the duties delegated to them by the Board and such other matters as may be inherent to those duties.

(b) Such committees shall have such powers and authority as may be granted to them by the Board and such other powers and authority as may be necessary to carry out their duties, except that all expenditures of funds shall be approved by the Board. .

(c) The President shall be an ex-officio member of all committees.

ARTICLE VII

FISCAL YEAR.
The fiscal year of the Corporation shall be September 1 through August 31.

ARTICLE VIII

CHECKS

All withdrawal and contracts on the funds of the Corporation shall be signed by the Treasurer and one other officer of the Corporation. The Council Board of Directors may authorize such other provisions for signing of checks as they may from time to time see fit.

ARTICLE IX

AUDIT & FINANCIAL REPORTS

The Council Board of Directors may arrange for a periodic audit of the books of the Corporation by an independent Certified Public Accountant following the close of any fiscal year. The Council Board of Directors shall establish a financial reporting and auditing system for the officers of the Corporation to follow for reporting financial matters to the Board. .

ARTICLE X

BOND

The Council Board of Directors may require at their discretion all officers who are authorized to collect, hold or disburse funds of the Corporation to execute and deliver to the Corporation a bond for the faithfu1 discharge of their duties in such amounts and upon such sureties as the Board may from time to time require. The costs of these bonds shall be borne by the Corporation.

ARTICLE XI

INDEMNIFICATION

The Corporation shall indemnify any and all Directors who may suffer any expense or loss as a result of threatened or actual litigation, whether said amount be attorneys' fees or other legal costs, sums paid in settlement of claims or satisfaction of judgments, or any other such losses suffered as a result of service to the Corporation, unless such loss be as the result of a criminal or fraudulent act done against the organization, or for the improper gain for such officer or Director. The Corporation may purchase insurance for the purpose of satisfying this provision.

ARTICLE XII

CORPORATE SEAL

The Corporation shall not be required to use. a corporate seal.

ARTICLE XIII

DISTRIBUTION ON DISSOLUTION

Upon the dissolution of the corporation assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Intema1 Revenue Code or corresponding sections of any future federal tax code, or shall be distributed to the federal government or to a state or a local government, for a public purpose. Any such assets not so distributed shall be disposed of by the District Court of the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such an organization or organizations as said court shall determine which are organized and operated exclusively for such purposes.

ARTICLE XIV

AMENDMENTS TO BYLAWS

These Bylaws may be altered, amended or repealed by the Council Board by the affirmative votes of at least two-thirds (2/3) of the Directors at a regular meeting or at any special meeting if at least 30 days written notice is given of the intention to alter, amend or repeal, or to adopt new Bylaws at such meeting.

We, the undersigned, being the President and Secretary of NORTHWEST NEW MEXICO ARTS COUNCIL, located in San Juan County, New Mexico, do hereby attest and certify that the foregoing Amended Bylaws of NORTHWEST NEW MEXICO ARTS COUNCIL, were adopted and approved by a majority of the Directors of the Corporation on the 18th day of October, 2005.


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President


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Secreta