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MVEDA 1994 BYLAWS MESILLA VALLEY ECONOMIC DEVELOPMENT ALLIANCE P.O. BOX 519 LAS CRUCES,NEW MEXICO 88004 November 18, 1994 State Corporation Commission Corporation Department PO Drawer 1269 Santa Fe, NM 87504-1269 Re: Change to Bylaws, MVEDA Dear Commissioners: The current Bylaws are modified (see underlined portions) to reflect the presence of three directors, (as required of nonprofit corporations), a secretary who was authorized to execute contracts on behalf of the corporation and who is also the Initial Registered Agent. Additionally, the Staff Director responsibilities are modified to reflect an Economic Development Office which will also provide "one-stop" guidance for existing and new businesses. Grammatical errors have also been corrected. Also, request approval of this Bylaw Amendment. Sincerely, an Secretary, Mesilla Valley Economic Development Alliance , BYLAWS OF THE MESILLA VALLEY ECONOMIC DEVELOPMENT ALLIANCE (MVEDA) ARTICLE I NAME, LOCATION AND SEAL 1.01. Name. The name of this corporation is the Mesilla Valley Economic Development Alliance (MVEDA), hereinafter referred to throughout this document as the Alliance or the Corporation. 1.02. Principal Office. The principal office of the corporation is located initially at 760 West Picacho, Las Cruces, New Mexico, with the initial registered office of the corporation as is set forth in the Articles of Incorporation as prescribed by the New Mexico Nonprofit Corporation Act. 1.03. Seal. The Corporation shall have a corporate seal, circular in form, and containing the name of the Corporation around the outside of the seal, and the center of the seal shall contain the following: "Seal 1994" on top and under that "New Mexico." ARTICLE II PURPOSES, COMPOSITION AND MEMBERSHIP OF THE CORPORATION 2.01. The Corporation shall "provide a forum whereby Corporation, Communication and Coordination are used to enhance the Quality of Life of the residents of the Mesilla Valley through an improved series of Industrial Economic Development Programs." 2.02. The Corporation is composed of the Chair of the Board, Las Cruces Chamber of Commerce, Inc.; and the Chairman, Mesilla Valley Development Corporation, the Mayor of the City of Las Cruces, and the President of New Mexico State University. The Commanding General of White Sands Missile Range is an ex-officio member of the Corporation and is not entitled to vote. In each case, the directors may designate one representative to the corporation meetings to attend in their absence. The Chair of the Board. Las Cruces Chamber of Commerce. Inc.. is designated the Secretary and is authorized to execute contracts on behalf of the Corporation with the consent of the other directors. 2.03. Additional members may be admitted as directors once they petition admittance, and subject to a majority vote taken by the existing membership. ARTICLE III FUNCTIONS OF THE MEMBERSHIP 3.01. Las Cruces Chamber of Commerce. Inc. The Chamber will represent some of the private sector and will provide a specially designated chairperson to coordinate MVEDA projects with that private sector. The position serves as the Secretary. 3.02. Mesilla Valley Development Corporation (MVDC). This is a private, non-profit entity, organized to complement the efforts of other agencies in promoting economic and industrial development. It provides a forum for consensus-building and a support base for both the retention of existing, and attraction of new businesses. 3.03. City of Las Cruces. The City will provide a staff point of contact to participate in the coordination of requirements and research in support of economic and industrial development. 3.04. New Mexico State University. The University will provide a point of contact the participate in the coordination of requirements and research in support of economic and industrial development in the Mesilla Valley. 3.05. White Sands Missile Range. Does not occupy a position as "director", but will offer advise when solicited from appropriate public and private sector agencies, and will keep the other members informed of changes in the economic situation of the Missile Range. 3.06, The above members provide policy guidance for economic development. This group will hire and pay for the MVEDA Staff Director. ARTICLE IV MEETING AND VOTING 4.01. The principals of the Corporation will meet at a minimum of quarterly, Additional meetings may be called by any member at any time. 4.02. Respective points of contact from each member agency will meet with appropriate staff as needed. 4.03. Members or their designated representative shall be entitled to cast one vote. 4.04. Quorums. At any duly called meeting, fifty percent (50%) of the directors shall constitute a quorum. 4.05. Representation on MVEDA is a function of position. This means that, until changed by formal correspondence, the position of leadership in a parent agency is the qualifier for membership. ARTICLE V STAFF DIRECTOR 5.01. Hiring. The MVEDA will hire a staff director who will be responsible for the daily activities of economic and industrial development planning and coordination. The staff director will form an Economic Development Office as a staff element of the MVEDA. The Director is supported by a secretary. The staff director serves at the will of the MVEDA. 5.02. Job Description. The staff director will direct economic development planning activities for the MVEDA. Negotiates with industry representatives to encourage location in the local region; directs economic development planning activities for the MVEDA: prepares information and decision briefings for the MVEDA: coordinates the quarterly meetings for the MVEDA acts as the initial contact point for related programs. The director is supported by a secretary and an assistant staff director who is also the office manager of the "one-stop- shop.". 5.03. The One-Stop-Shop is additionally staffed by an administrative assistant. The office is the Marketing and Advocacy Point of Contact for existing businesses that need advise and guidance, as well as potential new businesses that need assistance with local rules and possible locations for new businesses. This office is funded by private sector contributions to the MVEDA. The staff director will nominate staff hiring actions to the MVEDA for approval. Annual appraisals will be briefed to the MVEDA. 5.04. The staff director will meet at least monthly with designated staff representatives of the agencies represented in the MVEDA. ARTICLE VI COMMITTEES 6.01. Functional committees (like planning, fund raising, technology exchange) may be established as deemed necessary by the MVEDA. 6.02. Committee appointments shall be at the will and pleasure of the MVEDA. 6.03 No action by any member, committee, division, employee or officer shall be binding upon, or constitute an expression of, the policy of the MVEDA until it has been approved or ratified by that body. ARTICLE VII FINANCES AND FISCAL YEAR 7.01. All money paid to the MVEDA shall be placed in the general operating fund. Funds unused from the current year's budget will be placed in a reserve account. 7.02. Upon approval of the budget, the staff director is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the MVEDA. Disbursements shall be by check. All checks must be signed by at least one of the principals and the staff director. 7.03. The budget will be approved before the end of the calendar year. 7.04. The accounts of the MVEDA shall be subject to an annual "compilation" report as of the close of business of each fiscal year by a Certified Public Accountant. The report shall at all times be available to members of the organization at the office of the staff director. 7.05. The fiscal year of the MVEDA begins July 1 of each year. ARTICLE VIII INDEMNIFICATION 8.01. If any claims. actions. suits or proceedings of any kind arising out of any contract are brought against the parties for or on account of any t services or obligations performed by MVEDA, the parties will individually defend themselves. 8.02. To the extent that the Corporation has applicable insurance coverage, the Corporation may indemnify any present or former principal or employee against defense costs and any amounts paid to satisfy a judgment, compromise or settlement of a claim even if the present or former person was guilty of willful misconduct or recklessness. The Corporation may make any other indemnification allowed by law by resolution adopted after specific advance notice to the principals. ARTICLE IX DISTRIBUTION OF FUNDS The MVEDA shall use its funds only to accomplish the objectives and purposes specified in the Articles of Incorporation and Article II of these Bylaws, and no part of said funds shall inure, or be distributed, to the members of the MVEDA. ARTICLE X PARLIAMENTARY AUTHORITY The current edition of Robert's Rules of Order shall be the final source of authority in all questions of parliamentary procedure, when such rules are not inconsistent with the Articles or Bylaws of the MVEDA. ARTICLE XI REVISIONS These Bylaws may be amended or altered by a two-thirds (2/3) vote of the MVEDA. Any proposed amendments or alterations shall be submitted to the MVEDA at least ten (10) days in advance of the next regularly scheduled meeting. ADOPTED ON: 1nuV . 1 1 CiG L4. RUBEN A. SMITH J ` Ye � WILLIAM CONROY /,./ -5 � map LARRY DAN DUGGAN STATE OF NEW MEXICO ) ss. COUNTY OF DONA ANA ) pe foregoinE strument was her by acknowledged before me this day of 21� , 199 , by the members of the Mesilla Valley Economic Development Alliance, on behalf of said Corp ation. Notary Pu lic My Commission Expires: lc'-if'-y//�"