| Other Expenses.1001 |
Advertising and Promotion $742 |
| Other Expenses.1002 |
Office Expenses $50 |
| Other Expenses.1003 |
Information Technology $1089 |
| Other Expenses.1005 |
Travel $50 |
| Other Expenses.1007 |
Conferences, Conventions, and Meetings $863 |
| Other Expenses.1012 |
Insurance $1099 |
| Other Expenses.1 |
International Partners expense $7103 |
| Other Expenses.3 |
Telephone $796 |
| Other Expenses.4 |
Bank fees $741 |
| Other Expenses.5 |
Supplies $513 |
| Other Expenses.7 |
Board expenses $100 |
| Other Expenses.8 |
Dues $50 |
| Other Expenses.9 |
Taxes & Licenses $46 |
| Other Assets.1010 |
Inventories - Beginning $1039 Inventories - Ending $1178 |
| Total Liabilities.1001 |
Accounts Payable and Accrued Expenses - Beginning $176 Accounts Payable and Accrued Expenses - Ending $1904 |
| Form 990-EZ, Part V, Line 34 - Changes to Organizing or Governing Docs |
AMENDED AND RESTATED BY-LAWS OF PROJECT PEACEPAL, INC. A non-profit Corporation)THESE AMENDED AND RESTATED BYLAWS (these By-laws), dated as of 6 November 2013 set forth the By-laws of Project PeacePal, Inc., a New Mexico nonprofit Corporation (herein the Corporation, Project PeacePal), which will become effective when duly adopted by resolution of the Board of Directors, and will supersede all prior By-laws and all prior amendments to the By-laws of the Corporation.ARTICLE INAME, OFFICE, AND SEALSection 1. NAME OF THE CORPORATION - The name of the Corporation shall be Project PeacePal, Inc.Section 2. OFFICE - The principal office of this Corporation shall be located in the County of Bernalillo and State of New Mexico, and may transact business at an address or other places as the Board of Directors may from time to time appoint or the purposes of the Corporation may require.Section 3. CORPORATE SEAL - The Corporation may adopt a Corporate Seal, which shall have inscribed thereon the name of the Corporation and the year and State of its incorporation. However, no instrument executed by officers of this Corporation need bear any seal, unless required by law.ARTICLE IIPURPOSES, LIMITATIONS AND TAX EXEMPT STATUSSection 1. NONPROFIT CORPORATION - The Corporation is organized as a nonprofit Corporation in accordance with the Nonprofit Corporation Act of the State of New Mexico, as amended (the "Act"). Section 2. CHARITABLE AND EDUCATIONAL PURPOSES - The Corporation is organized and will be operated exclusively for charitable and educational purposes including, without limitation, (i) to administer, establish policies for, and assist in developing financial and other resources for Project PeacePal, Inc; (ii) to engage in any other lawful activity for which nonprofit Corporations may be incorporated under the Act and which are permitted under Section 501(c)(3) of the Internal Revenue Code, as amended (the "I.R.C."), or any corresponding section of any future federal tax code of the United States of America; and in particular to fulfill its current stated mission, which as of this writing is: Project PeacePals mission is to inspire young people to become peace building leaders.Section 3. NO CAPITAL STOCK; NO DIVIDENDS - The Corporation will not have or issue shares of capital stock, and the Corporation will pay no dividends. Section 4. LIMITATION ON NET EARNINGS AND COMPENSATION - No part of the net earnings of the Corporation will inure to the benefit of, or be distributable to the officers or directors of the Corporation, or to other private persons, except that the Corporation is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article II. Section 5. LIMITATION ON LEGISLATIVE AND POLITICAL ACTIVITIES - No substantial part of the activities of the Corporation will be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation will not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Section 6. OTHER LIMITATIONS ON TAX EXEMPT CORPORATION - Notwithstanding any other provision of these By-laws, the Corporation will not carry on any other activities not permitted to be carried on (i) by a Corporation exempt from federal income tax under Section 501(c)(3) of the I.R.C., or under any corresponding section of any future federal tax code, or (ii) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the I.R.C., or any corresponding section of any future federal tax code.ARTICLE IIIBOARD OF DIRECTORSSection 1. POWERS OF DIRECTORS - Subject to the limitations of the Articles of Incorporation, other sections of these By-laws, and New Mexico law, all corporate powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by the Board of Directors. Without limiting the general powers, the Board of Directors shall have the following powers:a.To select and remove board members and officers, agents, and the Executive Director of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, the Articles of Incorporation, or these By-laws, and require from them security for faithful service. b.To conduct, manage, and control the affairs and business of the Corporation, and to make rules and regulations not inconsistent with law, the Articles of Incorporation, or these By-laws.c.To make and establish board management policies, and to maintain those policies in the Corporations Board Management Policy Manual.d.To borrow money and incur indebtedness for the purposes of the Corporation, and for that purpose to cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidence of debt and securities.Section 2. RESPONSIBILITIES OF THE BOARD OF DIRECTORS - The activities, affairs, and property of the Corporation shall be managed, directed and controlled by the Board of Directors, except as otherwise provided for in these By-laws. In exercising these responsibilities and managing the affairs of the Corporation in accordance with New Mexico statutes, a director shall perform his/her duties as a director including his/her duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner the director believes to be in or not opposed to the best interests of the Corporation and with such care as an ordinarily prudent person would use under similar circumstances in a like position. In performing such duties, a director shall be entitled to rely on factual information, opinions, reports or statements including financial statements and other financial data in each case prepared by:a.one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented;b.counsel, public accountants or other persons as to matters which the director reasonably believes to be within such persons' professional or expert competence; orc.a committee of the board upon which the director does not serve, duly designated in accordance with a provision of the bylaws as to matters within its designated authority, which committee the director reasonably believes to merit confidence, but the director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance to be unwarranted.It is the official policy and expectation of the Board of Directors to have its members regularly attend Board meetings. Regular attendance is vital to conduct the business of the Board, to have a quorum of the Board, to have informed Board members and quality participation, and to respect the time and interest of the Corporation and the public. Section 3. NUMBER OF DIRECTORS - The Board of Directors shall consist of not less than three (3), nor more than twenty-one (21) members, as the Board of Directors may decide by resolution and within the limits stated above at any regular or special meeting of the Board.Section 4. CLASSES OF VOTING DIRECTORS - The Board of Directors may consist of elected, ex-officio and/or appointed voting members, whose numbers and representation may be set from time to time by resolution of the Board of Directors. a.Elected - Elected members of the Board of Directors shall be elected by the Board of Directors of the Corporation or if the Corporation has adopted a Membership Charter (See Article X) the membership may elect members of the Board of Directors as duly authorized in the Membership Charter. Elected members of the Board of Directors are to hold office until the expiration of their term of office and/or until a successor is elected.b.Ex-Officio The Board of Directors may, acting within their discretion and upon their motion, appoint as members of the Board of Directors persons who shall serve as ex-officio (by virtue of office) voting members, whose terms of office on the Board of Directors shall be determined by their status in the office held and for which they are appointed to the Board of Directors. Such appointment by the Board of Directors shall be by resolution of a two-thirds (2/3) majority vote of the Board of Directors at any meeting of the Corporation where a quorum is present.c.Appointed - The Board of Directors may, acting within their discretion and upon their motion, appoint as members of the Board of Directors persons who shall serve regular terms of office on the Board of Directors. Such appointed members of the Board of Directors shall be at-large appointments. Such appointment by the Board of Directors shall be by a majority vote of members of the Boar |
| 1 |
Section 5. REPRESENTATION - The Board of Directors shall consist of members being elected, ex-officio and/or appointed at-large, and consist of representatives from appropriate advisory, affiliate, auxiliary, membership (see Article X), community and/or professional organizations, whose number shall be specified by resolution of the Board of Directors at a duly convened meeting of the Corporation.Section 6. QUALIFICATIONS - Any person shall be qualified to be a voting member of the Board of Directors if he or she shall be over the age of eighteen (18) years, and is in support of the mission and goals of Project PeacePal, Inc. Section 7. TERMS OF OFFICE - All Directors shall have a regular term of two (2) years until the election of their successors at the annual meeting of the Corporation. There shall be a limit of three (3) consecutive terms that a Director may serve, because the Corporation recognizes the value in having regular turnover in the Board membership. Terms of office may be extended on a case-by-case basis, however, by a 2/3 majority vote of the entire Board of Directors. Terms of office will be staggered so that no more than three quarters of the terms of the Board members expire each year, unless otherwise waived by a 2/3 majority vote of the Board of Directors.Section 8. NON-VOTING EX-OFFICIO MEMBERS - The Board of Directors, by a two-thirds (2/3) majority vote, may appoint non-voting ex-officio members of the Board of Directors, and who shall not be counted in the number of Board members. Each of the said non-voting ex-officio members shall be entitled to participate in the deliberations of the Board of Directors, but shall have no vote or decision-making power, and shall be ineligible to hold office.Section 9. RESIGNATIONS - Any Director may resign at any time by delivering a written resignation letter to the Board of Directors of the Corporation.Section 10. REMOVAL - Any Director may be removed at any time for conduct which includes but is not limited to gross or willful neglect of his or her duties or conduct derogatory to the best interests of the Corporation. This will include, but not be limited to mismanagement of the affairs of the Corporation, breach of duties of care or loyalty, and improper use of inside information. A Director may also be removed for two (2) successive unexcused absences without prior notification at Board meetings. The affirmative vote of a two-thirds (2/3) majority of the entire Board of Directors shall be necessary to remove a member. Any Director proposed for removal shall be notified by mail at least five (5) days prior to the proposed removal of the time and place at which the meeting is to take place and shall be entitled to appear at such meeting and be heard.Section 11. VACANCIES - Vacancies, whether caused by a change in the number of Directors authorized by Board resolution; expiration of a term; or by premature death, illness, resignation, removal, or inability to serve an unexpired remainder of a normal term of a Director; may be filled by a majority vote of the entire Board of Directors. A person named to fill a vacancy shall be named to hold office until the expiration of the normal term of the person replaced; or until the expiration of the term specified for a newly created board position.Section 12. NOMINATION - The Chairperson with the approval of the Board of Directors, shall appoint a nominating committee or issue a charge to the committee responsible for nominations, not later than sixty (60) days prior to the annual meeting of the Corporation. Such committee shall prepare and submit to the Board of Directors a list of nominees for members of the Board of Directors. Nominees shall be selected based in part on the skill brought to bear on the program or management goals and objectives of the Corporation for the coming year, so that the Board will be better able to assist in their accomplishment. With the prior consent of the person so being nominated, any Board member in good standing of the Corporation may make additional nominations for such offices from the floor at any such annual meeting. Nominations may also be offered to the committee by mail prior to the annual meeting, having had the prior consent of the nominee. From time to time, in order to fill vacancies on the Board of Directors, nominations may be brought to the full Board of Directors by the Chairperson of the Board for members to be considered for appointment.Section 13. SELECTION - Selection of elected board members shall be made at the Annual Meeting of the Board of Directors before the end of each fiscal year, by the current membership of the Board of Directors. The method of selection shall be determined by resolution of the Board of Directors.Section 14. ANNUAL MEETING - The Annual Meeting of the Board of Directors shall be held in the first quarter following the end of each fiscal year at such time and place as shall be determined by the Board of Directors for the purpose of selection of members and officers of the Board of Directors, and for the transaction of such other business as may come before the meeting. Notice of this meeting shall be mailed to the Board of Directors of the Corporation not later than thirty (30) days prior to the meeting date.Section 15. REGULAR MEETINGS - Regular meetings of the Board of Directors shall be held at specified intervals at such time and place as are determined by a resolution of the Board of Directors, and shall be held at least four (4) times a year. Section 16. SPECIAL MEETINGS - Special meetings of the Board of Directors may be called by or at the request of the Chairperson at any time. The Chairperson or Secretary also shall, upon a written request of at least one-half (1/2) the number of Directors, call a special meeting to be held not more than seven (7) days after the receipt of such request. The authority calling a special meeting shall fix the time and place for the meeting. Notice of the time and place of special meetings shall be given in advance and shall also include a statement of the purpose for which the meeting is called.Section 17. MEETINGS OPEN; EXECUTIVE (CLOSED) SESSIONS - Board of Directors meetings shall be open to all interested persons. Matters relating to personnel, disciplinary action, legal, taxation or similar affairs shall be deliberated and decided in a closed executive session that only Board Members are entitled to attend. The Board Chairperson may also invite other persons to attend a specified closed executive session with consent of the Board. By a majority vote on a motion of a question of privilege the Board of Directors may decide to go into executive session on any matter deserving of confidential treatment or of personal concern to any member of the Board of Directors. Section 18. NOTICE AND AGENDA - Notice and Agenda of each meeting of the Board of Directors shall be given to each Director at least five (5) but not more than fifteen (15) days prior thereto by oral notice given directly or by telephone, e-mail or facsimile to the Director, or by mail as provided herein, except that any notice given by mail shall be deemed to have been given two days after the postmarked date. (See also Article XV - Waiver of Notice.)Section 19. ATTENDANCE AND QUORUM - The presence at any meeting of a simple majority of the current membership of the Board of Directors in person shall be necessary and sufficient to constitute a quorum for the transaction of business. A quorum, once attained at a meeting, shall be deemed to continue until adjournment, unless there is a voluntary withdrawal of enough directors to leave less than a quorum. In the event that a Director must leave a Board or Committee meeting, the minutes shall record the time when s/he left the meeting. The act of the majority of the directors present at a meeting at which a quorum is present, unless otherwise provided by law, these By-laws, or the Articles of Incorporation, shall be the act of the Board of Directors. If a quorum is not present at a meeting of the Board of Directors, a majority of the Directors present may adjourn the meeting from time to time without further notice.Section 20. PARTICIPATION THROUGH COMMUNICATIONS EQUIPMENT - Members of the Board of Directors may participate in meetings of the Board of Directors through conference telephone or similar equipment provided they are able to hear, comment and vote on the business before the Board, and by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting, and shall count toward a quorum.Section 21. MANIFESTATION OF DISSENT - A Director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless her/his dissent shall be entered in the minutes of the meeting. Section 22. MANNER OF ACT |
| 2 |
SECTION 23. PROXY VOTING - Proxy voting may be done by any board member who expects to be unable to attend a meeting, and is allowed only for those members who cannot attend the entire meeting; proxies may not be assigned for parts of meetings. A proxy vote must be cast in writing and must (a) state who is authorized to cast the proxy vote; and (b) specify his/her vote on only approved agenda items announced through the distributed agenda prior to the meeting. Proxy votes shall not count toward the quorum required for a meeting.The Chairperson must be informed of all proxies prior to the start of the meeting in which the proxy is to be in effect, and all proxies must be certified by a majority of the Board of Directors immediately prior to the meeting in which said proxies will be voted. Only duly qualified voting members of the Board of Directors may be designated to act as a proxy, and no person so designated shall represent more than two (2) other qualified voting members. A member serving as a proxy must exercise his or her judgment as to the viability of instruction from the assigner when announced agenda items are amended or developed through the meeting process. The proxy vote must be either in the affirmative, in the negative, or an abstention on the question voted on, and may not be qualified in any way. The proxy vote must be entered as a proxy vote in the minutes of the meeting. The proxy vote must be ratified by the declaration of the proxy voter at the next regular or special meeting at which the member is present, and such ratification must be entered in the minutes of the meeting. If the member attends the meeting at which the proxy vote is taken, the proxy shall automatically be revoked. Section 24. E-MAIL, POSTAL, FAX AND TELEPHONE BALLOTS - A question may be referred to all members of the Board of Directors for decision by postal ballot sent to each member of the Board by certified or registered mail. A resolution based on such question adopted as a result of such postal ballot shall be as valid and effective as if it had been passed at a meeting of the Board, duly convened and held. Questions may also be referred to all members of the Board of Directors for decision by e-mail, facsimile (fax) or telephone ballot. Such a ballot must, however, be submitted in writing by each voting Board member and submitted to the Board Secretary, or his or her designee for verification within five days following the issuance of the ballot. All resolutions made in accordance with this Section shall be affirmed by a vote of the Board of Directors at its next regular meeting, and recorded in the minutes.Section 25. COMPENSATION - The Board of Directors shall not receive any salaries or compensation for their services on the Board, but by resolution of the Board expenses of attendance, if any, may be allowed for attendance at each meeting of the Board of Directors; provided, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.Section 26. ANNUAL REPORTS - The Board of Directors shall receive and review, at the first Board meeting held following three months after the close of the fiscal year of the Corporation, a summary of the Corporation's activities and financial status during the preceding fiscal year.Section 27. CONDUCT OF MEETINGS - All meetings of the Board of Directors shall be in accordance with customary rules of order, or by the rules of order established by the Chairperson for each meeting.Section 28. ACTION WITHOUT A MEETING - Any action by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to this action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors through the Secretary.Section 29. TRANSFER OF MEMBERSHIP - Membership in the Board of Directors is not transferable or assignable, without approval of a 2/3 majority of the entire Board of Directors or as otherwise specified herein.Section 30. LIABIITY OF BOARD MEMBERS In accordance with New Mexico Nonprofit Corporation Act [Section 53-4-18.2, NMSA 1978], no Director of the corporation shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director unless: a.the director has breached or failed to perform the duties of the director's office in compliance with Section 53-4-18.1 NMSA 1978; and b.the breach or failure to perform constitutes willful misconduct or recklessness.Exceptions to liability protection include but may not be limited to the following examples:a.A corporation takes out a loan, and someone within the corporation personally guarantees the loan. However, it is very uncommon for a non-profit director to have to sign personally on a loan.b.State and federal governments can hold the corporate employee who is responsible for reporting and paying corporate taxes personally liable for unpaid taxes or penalties that come as a result of not paying taxes. Since a 501 (c)(3) nonprofit should not have to pay taxes, this sort of personal liability should not be a problem. However, personal liability for unpaid taxes may come into play if the nonprofit maintains a "for profit" arm. Normally, the party burdened with personal liability is the corporate Treasurer.c.Members of a nonprofit corporation can be found personally liable for breach of duty that they owe to the corporation. Directors and officers have a "duty of care" to act responsibly when performing corporate duties. Generally, if directors and officers attend meetings and carry out their responsibilities designated to them in the corporate bylaws, they will not be found in breach of their duty of care.Except as otherwise provided in Section 53-8-25.3 NMSA 1978, no member of the board of directors shall be held personally liable for any damages resulting from: a.any negligent act or omission of an employee of that nonprofit corporation; b.any negligent act or omission of another director of that nonprofit corporation; or c.any action taken as a director or any failure to take any action as a director unless: 1)the director has breached or failed to perform the duties of the director's office; and 2)the breach or failure to perform constitutes willful misconduct or recklessness. The immunity provided in Section 53-8-25.3 NMSA 1978 shall not extend to acts or omissions of directors of nonprofit corporations that constitute willful misconduct or recklessness personal to the director. The immunity is limited to actions taken as a director at meetings of the board of directors or a committee of the board of directors or by action of the directors without a meeting pursuant to Section 53-8-97 NMSA 1978. The corporation shall not transfer assets in order to avoid claims against corporate assets resulting from a judgment against the corporation. If a director votes to do so, the immunity provided by Section 53-8-25.3 NMSA 1978 shall have no force or effect as to that director. ARTICLE IVOFFICERS OF THE BOARD OF DIRECTORSSection 1. OFFICERS - The officers of this Corporation shall consist of a Chairperson, one or more Vice-Chairpersons (the number thereof to be determined by the Board of Directors from time to time), a Secretary, and a Treasurer, each of whom shall be elected at the annual meeting and following the selection of new Directors for the coming year. Other officers and assistant officers and agents deemed necessary may be elected or appointed by the Board of Directors or chosen in the manner prescribed by these By-laws. No two (2) or more board offices may be held by the same person. All officers and agents of the Corporation, as between themselves and the Corporation, shall have the authority and perform the duties in the management of the Corporation as provided in these By-laws, or as determined by the resolution of the Board of Directors not inconsistent with these By-laws.Section 2. QUALIFICATIONS - Any member of the Board of Directors (excluding non-voting ex-officio Directors) shall be eligible to serve as an officer of the Corporation.Section 3. ELECTION OF OFFICERS - All officers of the Corporation shall be elected annually at its annual meeting by a majority vote of the entire Board of Directors. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as may be convenient. Section 4. TERMS OF OFFICE OF OFFICERS - All Officers shall have a regular term of two (2) years until the election of their successors at the annual meeting of the Corporation. There shall be a limit of two (2) consecutive terms that an Officer may serve, because the Corporation recognizes the value in having regular turnover in the Officer positions of the Board. Terms of office may be extended on a case-by-case basis, however, by a 2/3 majority vote of the enti |
| 3 |
Section 5. VACANCIES - A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.Section 6. REMOVAL OF OFFICERS - Any elected or appointed officer may be removed upon an affirmative vote of a two-thirds (2/3) vote of the full Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer or agent shall not of itself create contract rights. Upon removal of an officer his/her successor may be then elected at any meeting of the Corporation. Section 7. DUTIES OF THE CHAIRPERSON - The Chairperson (i) will be the principal executive officer of the Corporation; (ii) will preside at all meetings of the Board; (iii) will sign any contracts or other instruments authorized either generally or specifically by the Board; and (iv) in general, will supervise and control all of the business and affairs of the Corporation and perform all duties incident to the office of Chairperson and such other duties as may be prescribed by the Board from time to time. The Chairperson also will serve as parliamentarian and make all decisions on the rules of order at all meetings of the Board or the Executive Committee, unless another person is selected by the Chairperson to serve as parliamentarian, or other rules of order are adopted, by a majority vote of the directors present at any meeting of the Board or the Executive Committee. The Chairperson shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.Section 8. DUTIES OF THE VICE CHAIRPERSON - In the absence of the Chairperson or in the event of her/his inability or refusal to act, the Vice Chairperson shall perform the duties of the Chairperson and when acting, shall have all the powers of and be subject to all the restrictions upon the Chairperson. The Vice Chairperson shall perform such other duties as may be assigned from time to time by the Chairperson or by the Board of Directors. In the event that the Corporation has more than one Vice-Chairperson, the Board shall adopt a resolution specifying a line of succession as to who shall perform the duties of the Chairperson in his/her absence or inability to act on behalf of the Corporation.Section 9. DUTIES OF THE SECRETARY - The Secretary will keep the minutes of the meetings of the Board and will keep books of the Corporation for that purpose; will see that all notices of meetings are given in accordance with these By-laws or as required by the law; will be the custodian of all records of the Corporation except for the financial records to be maintained by the Treasurer as provided in these By-laws; will countersign all documents required by law or by the Board; shall keep the seal of the Corporation and affix it to such papers and instruments as may be required in the regular course of business; and generally perform all duties incident to the office of Secretary and such other duties as may be prescribed by the Board from time to time. The Secretary shall assure that all minutes of Board meetings are provided to Board Members, along with the Board packets, within one week of the next Board meeting. Section 10. DUTIES OF THE TREASURER The Treasurer shall serve as the Financial Officer of the Corporation. The Treasurer will be responsible for receipt and custody of all funds donated to or belonging to or accruing to the Corporation at any time; will keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation, and will deposit or cause to be deposited all monies and other valuable effects of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the board may designate. Whenever required by the Board, the Treasurer will render or cause to be rendered a statement of accounts; will at all reasonable times exhibit the corporate books and accounts to any officer or director of the Corporation and will perform all duties customarily incident to the office of Treasurer, subject to control of the Board. The Treasurer, if required to do so by the Board, will give a bond for the faithful discharge of the duties of the Treasurer in such amount, and with such sureties, as the Board may require, the expense of any such bond will be paid by the Corporation. The Treasurer will be required to present an annual accounting statement (audit) each year at a meeting of the Board held not later than one hundred-twenty (120) days after the end of the Corporation's fiscal year. The Treasurer, with the assistance of the Finance Committee shall review an annual operating budget for the Corporation. The Treasurer shall designate responsibility for financial operation to the Executive Director. Section 11. OTHER OFFICERS - Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors. Section 12. ATTENDANCE AT MEETINGS - Any officer of the Corporation will have the right to attend all meetings of the Board of Directors, including committee meetings; as well as meetings of Project PeacePal auxiliary organizations.ARTICLE VCONFLICT OF INTEREST AND NEPOTISMSection 1. CONFLICT OF INTEREST - Any Board member who is an owner, trustee, officer, director, or employee of, or who has any proprietary interest in, or who receives or has expectations of receiving compensation for services to any organization, program or project under consideration by the Corporation shall be deemed to have a conflict of interest. Any member of the Board and its committees who will significantly monetarily gain or lose from the results of the Board of Directors actions upon a matter under consideration shall be deemed to have a conflict of interest. Persons having a conflict of interest shall so declare, and shall abstain from discussion and debate upon the matter under consideration, unless requested by the Board of Directors to provide technical information for purposes of clarification. Persons having such a conflict of interest shall abstain from voting upon that matter under consideration.a.DECLARATION - When a real or apparent conflict of interest arises for any Board or Committee member in the course of corporate business, that person shall declare the conflict immediately for the record. Conflicts may be declared at any point in the meeting.b.REQUEST FOR GUIDANCE - In the event that a Board or Committee member is in doubt as to whether s/he may have a conflict of interest on a matter to be voted upon, that individual shall request guidance from the Chairperson. The Chairperson shall rule either directly or upon the vote of the members on the Member's status of conflict.c.CHALLENGE - Any person or any Board or Committee member may inquire as to whether any individual on the Board or its Committees has a conflict of interest. Upon challenge of the conflict of interest status of such individual, the Chairperson shall rule either directly or upon the vote of the members on the matter.d.CONCEALMENT - Willful concealment of conflict of interest on the part of any member in a matter before the Board or its Committees shall be grounds for removal.Section 2. NEPOTISM - The Board of Directors of the Corporation shall adhere to the following policies concerning nepotism (note: the term employee as used herein shall include both salaried and contract personnel acting in a staff capacity to the Corporation; the term immediate family shall include: father, mother, daughter, son, sister, brother, husband, wife, a co-habitating partner, uncle, aunt, 1st or 2nd cousin, grandfather, grandmother, or grandchild, in-laws or any other relative whose presence is deemed to constitute a potential conflict of interest.a.No more than one member of an immediate family may serve simultaneously on the Board of Directors of the Corporation, except by 2/3-majority approval of the entire Board of Directors. b.No member of the Board of Directors shall be eligible for employment with the Corporation for a period of one (1) year after the relinquishment of duties as a member of the Board, except by 2/3 majority approval of the entire Board of Directors.c.No employee of the Corporation shall be eligible to obtain membership on the Board of Directors for a period of one (1) year after their termination of employment or relinquishment of duties as an employee of the Corporation, except by 2/3-majority approval of the entire Board of Directors.d.No employee of the Corporation or members of the employee's immediate family shall be eligible to serve as a voting member of the Board of Directors, nor shall any members of the immediate family of a Board Director be eligible for e |
| 4 |
ARTICLE VICOMMITTEES OF THE BOARD OF DIRECTORSSection 1. APPOINTMENT OF COMMITTEES - The Chairperson shall appoint the chair and other board members of such committees as may be authorized by the Board of Directors for such period as may be necessary. It shall be the responsibility of the Board to establish the duties of said committees. Section 2. AUTHORITY OF COMMITTEES - The committees, to the extent provided by board policy, board resolution, in the articles of incorporation or in the bylaws of the Corporation, shall have and exercise all the authority of the board of directors, except that no committee shall have the authority of the board of directors in reference to: a.amending, altering, restating or repealing the bylaws or articles of incorporation; b.altering or repealing board policy; c.electing, appointing or removing any member of any committee or any director or officer of the Corporation; d.adopting a plan of merger or adopting a plan of consolidation with another Corporation;e.authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; f.authorizing payment of a dividend or any part of the income or surplus revenue of the Corporation to its directors or officers;g.authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor;h.adopting a plan for the distribution of the assets of the Corporation; or i.amending, altering or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered or repealed by the committee. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon it or him/her by law.Section 3. MEMBERSHIP OF COMMITTEES; INDEPENDENT MEMBERS - Committee membership shall be open to any interested person, may include non board members who bring relevant experience to a committee and shall be subject to the approval of the Board of Directors. All committees of the Board shall consist of at least two or more Directors. Only members of the Board of Directors shall be eligible to serve as Committee Chairpersons.In accordance with law and good business practice, several Board Committees require that its members be independent, including but not limited to the Finance Committee, the Audit Committee, and the Compensation Committee. A board member qualifies as independent if s/he meets these two key criteria of independence: a.No Compensation The director must not receive any direct or indirect compensation or other financial gain from Project PeacePal, including but not limited to consulting, advisory or other compensatory fees. This proscription extends to indirect payments made to spouses and other immediate family members. In addition, indirect payments include those made to an entity in which the member is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position and which provides accounting, consulting, legal, insurance, investment banking, or other financial advisory services to the Corporation or any of its subsidiaries. b.Not an "Affiliate" of the Corporation - the director may not be so affiliated with the Corporation as to be unable to differentiate between what is good for him or herself and what is good for the Corporation. A member is not independent if he or she is an "affiliated person" of the Corporation or any subsidiary, such as being an executive officer, an employee, a general partner or a managing member of an entity that is an affiliate of the Corporation. Section 4. BOARD COMMITTEES AND COMMITTEE CHARTERS - The Board shall establish committees and sub-committees from time to time by Board Policy and Resolution, and shall issue committee Charters to each committee established by the Board of Directors. Such Charter may be written or oral, shall be recorded in the minutes, and shall specify the task of the committee, the membership of the committee, the budget for the committee, the time period for which the committee shall be in existence and other information as deemed appropriate by the Chairperson.Section 5. VACANCIES - Vacancies on committees of the Board shall be filled by the Chairperson of the Board of Directors subject to the approval of the Board.Section 6. QUORUM - Unless otherwise provided in the Committee Charter, a majority of the whole committee shall constitute a quorum and the act of a simple majority of the members present at a meeting at which a quorum is present shall be the act of the Committee.Section 7. RULES - Each committee may adopt rules for its own governance not inconsistent with these By-laws or with the rules adopted by the Board of Directors.Section 8. EXECUTIVE COMMITTEE - From its own membership, the Board may appoint an Executive Committee, which shall have and may exercise between meetings of the Board such powers as may be delegated by the Board, including but not limited to oversight of Project PeacePal strategic and operational planning, and board development. The Executive Committee will consist of the Chairperson, Immediate Past Chairperson, the Vice-Chairperson, Chairperson-Elect (if any), the Secretary, the Treasurer, and such other persons as the Board may designate from time to time. The Chairperson will serve as presiding officer of the Executive Committee. The Executive Director of the Corporation shall serve ex-officio as a non-voting member of the Executive Committee. The Executive Committee will meet at such time and place as determined by the Chairperson. Meetings of the Executive Committee may be called by or at the request of the Chairperson, Executive Director, or any two members of the Executive Committee, and will be held at such time and place in New Mexico, as determined by the Chairperson. Any meetings of the Executive Committee may be concurrent with a meeting of the Board. A majority of the members of the Executive Committee, present in person, will constitute a quorum for the transaction of business at the meetings of the Executive Committee. The Executive Committee will have all of the authority of the Board, to the full extent permitted by law, except that the Executive Committee will not have the authority to:a.appoint any director to, or fill any vacancy on, the Board; b.appoint any committee of the Board or any member to any committee of the Board (other than to fill any vacancy that may occur on any committee other than on the Executive Committee);c.appoint or remove any officer of the Corporation;d.fix or modify the compensation of any director or member of any committee of the Corporation;e.amend or repeal the Articles of Incorporation or the By-laws, or adopt new Articles of Incorporation or By-laws, of the Corporation;f.amend or repeal any resolution of the Board, unless by its express terms the resolution is so amendable or repealable; org.dissolve or liquidate the Corporation or file a petition for bankruptcy or insolvency on behalf of the Corporation.SECTION 9. BOARD GOVERNANCE COMMITTEE OR SUB-COMMITTEE - There shall be a permanent standing committee or sub-committee of the Board of Directors known as the Board Governance Committee, whose form and purpose shall be determined by resolution of the Board of Directors either as (1) a standing Committee of the Board of Directors, or (2) a standing sub-committee of the Executive Committee. The Board Governance Committee or sub-committee shall oversee development of the Board of Directors, Committees, Sub-Committees, and task forces, to include the nomination process for members of the Board of Directors, and shall also have the powers and authority set forth in any board governance committee charter adopted by the Board in accordance with this Section as may from time to time be required by any rule or regulation to which the Corporation is subject. SECTION 10. FINANCE COMMITTEE - There shall be a permanent standing committee of the Board of Directors known as the Finance Committee. It shall be responsible for advising and assisting the Board concerning its fiduciary responsibility on financial management matters of the Corporation.The Committee will be chaired by the Treasurer, and shall include at least two other Board members. The Board of Directors may appoint non-board members to the Committee, based on their financial and other related expertise. The Board of Directors shall ensure that Committee members provide requisite financial expertise to support the charge of the Committee. Only Board members and non-board members who are determined by the Board to be independent and to satisfy applicable regulatory requirements may serve as members of the Finance Committee. The Finance Committee shall have powers and authority including but not necessarily limited to the following: (1) reviewing the adequac |
| 5 |
The Finance Committee shall also have the powers and authority set forth in any finance committee charter adopted by the Board in accordance with this Section as may from time to time be required by any rule or regulation to which the Corporation is subject. SECTION 11. AUDIT COMMITTEE OR SUBCOMMITTEE - There shall be a permanent standing committee or sub-committee of the Board of Directors known as the Audit Committee/Sub-Committee. With the approval of a 2/3 majority vote of the Board of Directors, the Finance Committee may serve as the Audit Committee. It shall be responsible for assisting the Board in its oversight of its financial and fiduciary responsibilities, including but not limited to the integrity of the Corporations financial statements; compliance with legal and regulatory requirements; nominating the independent auditor for confirmation by the Board; review of the Corporations system of internal controls and risk management; and monitoring Directors conflicts of interest.The Audit Committee shall be chaired by a member of the Board of Directors, and shall include at least two (2) other members of the Board of Directors. The Board of Directors may appoint non-board members to the Committee, based on their auditing and other related expertise. Only Board members and non-board members who are determined by the Board to be independent and to satisfy applicable regulatory requirements may serve as members of the Audit Committee. In exercising its oversight responsibilities, the Audit Committee shall consist of at least one member who is a designated financial expert. The Executive Director shall not be an ex-officio member of the Audit Committee, but may, upon invitation of the Committee, attend any meeting. A portion of each meeting with the external auditors and/or internal auditors shall be held without any member of Project PeacePal management present. The Audit Committee shall also have the powers and authority set forth in any audit committee charter adopted by the Board in accordance with this Section as may from time to time be required by any rule or regulation to which the Corporation is subject.SECTION 12. COMPENSATION COMMITTEE OR SUB-COMMITTEE - There shall be a permanent standing committee or sub-committee of the Board of Directors known as the Compensation Committee, whose form shall be determined by resolution of the Board of Directors either as (1) a standing Committee of the Board of Directors, or (2) a standing sub-committee of the Executive Committee. The Compensation Committee or sub-committee shall be appointed by the Chairperson of the Board of Directors, and shall include at least three (3) members of the Board of Directors. The Board of Directors may appoint non-board members to the Committee, based on their relevant expertise. Only Board members and non-board members who are determined by the Board to be independent and to satisfy applicable regulatory requirements may serve as members of the Compensation Committee.The responsibilities of the Compensation Committee or Sub-committee shall include but not be limited to an annual review and evaluation of the performance of the Executive Director, and recommendation to the Board for normal and customary adjustments to his/her total compensation as may be appropriate. Only independent members of the Board shall deliberate and/or vote on the recommendations. The Committee may also review and advise the Executive Director on the performance and total compensation for other executive management of the Corporation reporting directly to the Executive Director. The Compensation Committee or sub-committee shall also have the powers and authority set forth in any compensation committee charter adopted by the Board in accordance with this Section as may from time to time be required by any rule or regulation to which the Corporation is subject. ARTICLE VIIADVISORY COUNCILSSection 1. APPOINTMENT OF ADVISORY COUNCILS - The Board of Directors may establish an Advisory Council or Councils which will act in an advisory capacity to the Corporation in matters relating to the furtherance of the Corporation's stated purpose. The creation of any such Council or Councils and the delegation thereto of any authority shall not relieve the Board of Directors or any individual director of any responsibility imposed by law.Section 2. STRUCTURE AND OPERATION - The structure and operation of any Advisory Council or Councils established by the Board of Directors shall be determined by resolution and written into the Charter of the Advisory Council. Section 3. TERMINATION OF ADVISORY COUNCIL - Any Advisory Council duly established by the Corporation may be terminated by a two-thirds (2/3) majority vote of the entire Board of Directors.ARTICLE VIIIAFFILIATE ORGANIZATIONSSection 1. AFFILIATION - The Corporation may establish an affiliate relationship with any independent organization(s) which support(s) the mission of the Corporation, and which is in close connection with, and working in alliance with Project PeacePal to further that mission. Such affiliation(s) shall in no way affect the authority of the Board of Directors pertaining to the affairs of the Corporation, and such affiliation shall be of benefit to the Corporation in fulfilling its stated purpose and mission.ARTICLE IXAUXILIARY ORGANIZATIONSSection 1. AUXILIARY DEFINED - The Corporation may establish auxiliary organization(s) which support(s) the mission of the Corporation. Such auxiliary organizations shall be unincorporated associations or similar entities that are subject to the authority of the Project PeacePal Board of Directors, and they shall in no way affect the authority of the Board of Directors pertaining to the affairs of the Corporation, and such auxiliary status shall be of benefit to the Corporation in fulfilling its stated purpose and mission.Section 2. AUXILIARY AGREEMENT - The Corporation may, upon two-thirds (2/3) majority vote of the Board of Directors, establish official auxiliary organizations. Such auxiliary organizations shall be established in writing by representatives of both parties, and shall specify the roles, responsibilities, and duties of each organization to the other.Section 3. AUXILIARY ORGANIZATION GOVERNANCE AND MANAGEMENT - Each Project PeacePal auxiliary organization will adopt its own governing documents, such as a charter or By-laws, and operating policies, which are not inconsistent with Project PeacePal governing documents and operating policies, and which will be subject to the review and approval of the Board of Directors of Project PeacePal. Such documents shall include sections addressing, but not be limited to the following issues:a.The election of a Board of Directors and/or Officers who will be responsible for management oversight of the organizations activities.b.The designation of representatives, if any, to serve as ex-officio non-voting members of the Project PeacePal Board of Directors.c.Project PeacePal auxiliary organization fund accounts will be retained (e.g. general funds and students designated funds) as restricted funds under the Project PeacePal general accounting system, to be used at the discretion of the auxiliarys Board in support of its budgeted and supported activities, but subject to Project PeacePal, Inc. Board of Directors oversight in accordance with State law.d.Project PeacePal auxiliary organization financial accounts shall be set up in conjunction with the Project PeacePal accounting system so that overall financial reporting is integrated between the organizations. The auxiliary will be responsible for maintaining its operating accounts in accordance with Project PeacePal, GAAP, and other applicable financial policies and guidelines concerning records, receipts, authorized signators, etc.Section 4. TERMINATION OF AUXILIARY ORGANIZATIONS - Any auxiliary organization established by the Corporation may be terminated by a two-thirds (2/3) majority vote of the entire board of directors. |
| 6 |
ARTICLE XMEMBERSHIP AND MEMBERS OF THE CORPORATIONSection 1. MEMBERSHIP DEFINED - The Corporation may have regular members other than those on the Board of Directors. Such regular membership may be made available to individuals, businesses, or cooperating organizations, and all other persons interested in and supportive of the mission of the corporation. The Board of Directors shall adopt a Membership Charter, which will specify the duties and responsibilities as well as the benefits of such membership in the corporation. The Membership Charter shall be reviewed annually by the Board of Directors and at the annual meeting of the membership, and appropriate policies and procedures written into the policy manual of the Corporation, or other operating document(s). Each member shall have one (1) vote on items submitted to the membership for a vote, unless otherwise specified in the Membership Charter.Section 2. DUES - The Board of Directors shall annually recommend the amount of membership dues, if any, which shall be non-refundable and shall be paid to the treasury of the Corporation. The membership dues shall be ratified by the membership at its annual meeting, and fixed by resolution of the Board of Directors.Section 3. MEMBERSHIP MEETINGS - A general meeting of the members of this Corporation shall be held in conjunction with the annual meeting of the Board of Directors at the principal office of the Corporation, or at any other place determined by the Board of Directors. Special meetings of the membership may be called by the Board of Directors, or at the request of at least ten (10) members in good standing. Notification of any regular or special membership meetings shall be given to members at least ten (10) days in advance of such meeting, by mail, e-mail, telephone fax or in person.Section 4. MEMBERSHIP MEETING QUORUM - The Membership Charter shall establish the percentage of all members in good standing of the Corporation that must be present at a duly called and convened meeting of the membership to constitute a quorum for the transaction of business. A quorum, once attained at a meeting, shall be deemed to continue until adjournment notwithstanding voluntary withdrawal of enough members to leave less than a quorum.Section 5. LIABILITIES OF MEMBERS - No person who becomes a member of this Corporation shall be personally liable for any indebtedness, or liability or obligation of the Corporation, or to any and all creditors of this corporation for payment.ARTICLE XIFISCAL YEAR OF THE CORPORATIONSection 1. FISCAL YEAR DEFINED - The fiscal year of the Corporation shall be fixed by resolution approved by a two-thirds (2/3) majority vote of the Board of Directors.ARTICLE XIISTAFF OF THE CORPORATIONSection 1. GENERAL - The Board of Directors shall select and hire an Executive Director of the Corporation. The Executive Director shall be responsible for selecting and hiring all additional staff members. The selection of a new Executive Director or termination shall not be voted upon, unless this decision is announced in a written agenda with at least five (5) days notice prior to the meeting. Section 2. EXECUTIVE DIRECTOR DUTIES AND RESPONSIBILITIES - The duties and responsibilities of the Executive Director shall be spelled out specifically in both the job description and/or employment contract for the position. The Executive Director shall exercise authority for the administration and direction of the Corporation within the policy developed by the Board of Directors and shall ensure the Board's appropriate participation in the administration and direction of the Corporation. The Executive Directors responsibilities shall include but not be limited to providing staff services to the Board and its committees; preparing agendas in consultation with the appropriate Director; providing the Board of Directors with all regular reports regarding the progress and general operation of the program and all other information the Executive Director or the Board deem necessary and appropriate; preparing budgets for the operation of the Corporation; disbursement of all funds necessary for proper administration of all corporate activities; personnel management of paid and volunteer staff; resource development activities to secure support for the programs of the Corporation; financial management of the day to day operations; providing the committees with all information necessary to enable them to accomplish their goals; and general administrative duties as appropriate. The Executive Director may delegate the above responsibilities to other staff of the Corporation, or to volunteers working on behalf of the Corporation.Section 3. MEMBER OF THE BOARD OF DIRECTORS - The Executive Director of the Corporation shall serve as an ex-officio, non-voting member of the Board of Directors, of the Executive Committee and of other Board Committees (except the Audit Committee and the Compensation Committee) and as such shall be able to participate in deliberations, but have no vote in matters of the Board of Directors or of the Executive Committee and other Board Committees.ARTICLE XIIIDEPOSITS, CHECKS, LOANS, CONTRACTS AND GIFTSSection 1. DEPOSIT OF FUNDS - All funds of the Corporation shall be deposited in such banks, savings and loan institutions, trust companies, or other reliable depositories as the Board of Directors from time to time shall determine by resolution.Section 2. CHECKS, DRAFTS, ETC. - All checks, drafts, endorsements, notes, and evidence of indebtedness of the Corporation and all endorsements for deposits to the credit of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by either the Chairperson of the Board or the Executive Director.Section 3. LOANS - No loans or advances shall be contracted on behalf of the Corporation and no note or other evidence of indebtedness shall be issued in its name, unless and except as authorized by unanimous vote of the entire Board of Directors. In no case shall personal loans be provided to directors and executives of the Corporation.Section 4. GIFTS - The Board of Directors may accept on behalf of and for the use of the Corporation any gifts, bequests or devices for general benefit or purpose of the Corporation or for any special purpose of the Corporation.Section 5. CONTRACTS - The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Without such authorization by the Board, no officer or other agent of the Corporation may enter into any contract or execute and deliver any instrument in the name of and on the behalf of the Corporation.ARTICLE XIVBOOKS, RECORDS, AND REGISTERED OFFICE/AGENT OF THE CORPORATIONSection 1. BOOKS AND RECORDS The funds, books and vouchers of the Corporation shall be at all times under the authority and oversight of the Board of Directors and subject to its inspection and control. The Corporation shall keep complete and accurate books and records of accounting and also shall keep minutes of the proceedings of all its meetings and any meetings of committees or councils having any authority with the Board of Directors and shall keep a record of the names and addresses of all members of the Board of Directors, committees of the Board, and advisory councils. Any member of the Corporation, or member of the Board of Directors and his/her agent or attorney may inspect all books and records of the Corporation for any proper purpose at any reasonable time.Section 2. FINANCIAL STATEMENTS AND AUDIT - The Audit Committee, subject to approval of the Board of Directors, shall arrange for an independent CPA to report on the Corporations financial statements on an annual basis. The level of service provided by the independent CPA (audit, review or compilation) shall be determined annually as required by law, regulation, funding source, or by resolution of the Board of Directors. The Corporation shall ensure that auditors or lead audit partners are rotated at least every five years. The auditor(s) shall provide disclosure to the Corporations audit committee of critical accounting policies and practices, and shall advise the audit committee regarding its responsibility to oversee and enforce conflict-of-interest policy. To ensure independence, auditors shall not provide bookkeeping, financial systems implementation, appraisal, or certain other services for the Corporation (See Article VI, Section 10).Section 3. REGISTERED OFFICE AND AGENT - The Cor |
| 7 |
ARTICLE XVWAIVER OF NOTICESection 1. WAIVER OF NOTICE - Whenever any notice is required to be given under the provisions of the laws of the State of New Mexico pertaining to non-profit Corporations, or under provisions of the Articles of Incorporation or the By-laws of this Corporation, a waiver of notice either approved by a majority vote of the Board of Directors attending the meeting in question and recorded in the minutes, or a waiver of notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. (See also Article III, Section 18 - Notice and Agenda.)ARTICLE XVIINDEMNIFICATION OF DIRECTORS AND OFFICERSSection 1. RIGHT TO INDEMNIFICATION - Subject to any limitations and conditions contained in the Articles of Incorporation or the Bylaws, including, without limitation, this Article XV, each person who was or is made a party or is threatened to be made a party or is involved in any administrative, arbitrative or investigative proceeding (hereinafter a Proceeding), or any appeal of a Proceeding or any inquiry or investigation that could lead to a Proceeding, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a member of the Board of Directors or officer of the Corporation, or while a member of the Board of Directors or officer of the Corporation, or while a member of the Board of Directors or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic Corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, shall be indemnified by the Corporation to the fullest extent authorized by Nonprofit Corporation Act of the State of New Mexico (the Act), (but, in the case of any amendment of the Act, only to the extent that amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against judgments, penalties (including excise and similar taxes), liens, settlements and reasonable expenses (including, without limitation, attorneys fees) actually incurred by such person in connection with a Proceeding, but if the Proceeding was brought by or in behalf of the Corporation, the indemnification is limited to reasonable expenses actually incurred or suffered by such person in connection therewith, and indemnification under these Bylaws shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. In no case, however, shall the Corporation indemnify any person, or the legal representatives of any such person, with respect to any matters as to which such person shall be finally adjudged in any Proceeding to be liable on the basis that personal benefit resulted from an action taken in such persons official capacity, or in which such person is found liable to the Corporation. Any person entitled to indemnification pursuant to this Article XV is sometimes referred to as an Indemnified Person.Section 2. ADVANCE PAYMENT - An Indemnified Persons right to indemnification conferred in this Article XV shall include the right to be paid or reimbursed by the Corporation the reasonable expenses incurred by an Indemnified Person who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding; provided, however, that the payment of such expenses incurred by an Indemnified Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Corporation of a written affirmation by such Indemnified Person of such persons good faith belief that such person has met the standard of conduct necessary for indemnification under this Article XV and a written undertaking by or on behalf of such Indemnified Person to repay all amounts so advanced if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified under this Article XV or otherwise.Section 3. INDEMNIFICATION OF EMPLOYEES AND AGENTS - The Corporation may include as an Indemnified Person an employee or agent of the Corporation and, the Corporation may include as an Indemnified Person persons who are not or were not members of the Board of Directors, officers, employees or agents of the Corporation but who are or were serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, director, employee, agent, or similar functionary of another foreign or domestic Corporation, partnership, joint venture, sole proprietorship, trust, employee benefits plan or other enterprise.Section 4. APPEARANCE AS A WITNESS - Notwithstanding any other provision of this Article XV, the Corporation may pay or reimburse expenses incurred by an Indemnified Person in connection with such persons appearance as a witness or other participation in a Proceeding at a time when such person is not a named defendant or respondent in the Proceeding.Section 5. NONEXCLUSIVITY OF RIGHTS - The right to indemnification and the advancement and payment of expenses conferred in this Article XV shall not be exclusive of any other right which an Indemnified Person may have or hereafter acquire under any law (common or statutory), provision of the Articles or these Bylaws, agreement, vote of disinterested members of the Board of Directors or otherwise.Section 6. INSURANCE - The Corporation may purchase and maintain insurance, at its expense, to protect itself or any Indemnified Person or Persons, whether or not the Corporation would have the power to indemnify any such person against such expense, liability or loss under this Article XV.Section 7. SAVINGS CLAUSE - If this Article XV, or any portion hereof, shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and hold harmless each Indemnified Person as to costs, charges and expenses (including attorneys fees), judgments, fines, and amounts paid in settlement with respect to any Proceeding, to the full extent permitted by any applicable portion of this Article XV that shall not have been invalidated and to the fullest extent permitted by applicable law.Section 8. LIMITATION ON INDEMNITY - Notwithstanding any provision of this Article XV to the contrary, the liability of the Corporation under this Article XV is limited to the proceeds and benefits of insurance, if any, actually paid or received with respect to the matter or event giving rise to the Proceeding which constitutes a basis for the indemnity provided for in this Article XV; provided, the Board of Directors may, in the exercise of its sole discretion, waive or qualify this limitation in specific cases by unanimous consent of the full Board of Directors.ARTICLE XVIIAMENDMENTSSection 1. ARTICLES OF INCORPORATION - Subject to applicable provisions of the laws of the State of New Mexico, the Board of Directors, upon the affirmative vote of not less than two-thirds (2/3) of the entire Board of Directors, shall have the power to amend or restate the Articles of Incorporation of the Corporation. The members of the Board of Directors may propose any such amendment. All such amendments so proposed shall be filed with the Secretary of the Board of Directors at least fourteen (14) days prior to the date of the meeting at which the same are intended to be voted upon, and such Secretary shall promptly thereafter notify each member of the Board of Directors by mail or personal contact as to the text of such proposed amendment, together with any explanatory statement submitted by the proposer thereof.Section 2. BY-LAWS - These By-laws may be amended, altered, restated, changed, added to, or repealed by the affirmative vote of not less than two-thirds (2/3) of the entire Board of Directors. The members of the Board of Directors may propose any such amendment. All such amendments so proposed shall be filed with the Secretary of the Board of Directors at least fourteen (14) days prior to the date of the meeting at which the same are intended to be voted upon, and such Secretary shall promptly thereafter notify each member of the Board of Directors by mail or personal contact as to the text of such proposed amendment, together with any explanatory statement submitted by the proposer thereof.Section 3. DISSOLUTION - Any decision to voluntarily dissolve the Corporation must be made by a unanimous vote of the entire Board of Directors. Upon dissolution, all assets shall be disposed of in accordance with a plan approved by the Board of Directors and in compliance with applicable state and federal laws.These Restated By-laws supersede all previous By-laws and amendments thereto of Project Pe |
Attach to Form 990 or Form 990-EZ. 
Attach to Form 990 or 990-EZ.