New Mexico Defense Lawyers Association

By-Laws Quick Reference
Offices   Membership   Meeting Of Members   Board Of Directors   Meetings Of Board Of Directors
   Officers   Indemnification   Amendment Of By-Laws

Section I.  Offices.

1. The office of the corporation shall be located in the City of Albuquerque, State of New Mexico.

2. The corporation may also have offices at such other places, both within and without the State of New Mexico, as the Board of Directors may from time to time determine, or the business of the corporation may require.

Section II.  Membership.

This corporation shall have as members all attorneys licensed to practice in the State of New Mexico and all persons employed by or working in the insurance industry within the State of New Mexico, and in both cases who pay the required dues to the corporation. The Board of Directors may determine, in its discretion, whether non-attorney members and attorney members who do not primarily represent defendants in civil litigation should be admitted to the corporation as associated members, rather than as full members.

Section III.  Meetings of Members.

Meetings of members may be held at any time and place as called by the President of the corporation.

Section IV.  Board of Directors.   Board Of Directors Listing

1. The number of the members of the Board of Directors shall be five (5) or such other number as the Board shall determine by Amendment of these bylaws. Directors shall be at least twenty-one (21) years of age but need not be residents of the State of New Mexico. The initial members of the Board of Directors shall be as indicated in the articles of incorporation, and each member of the Board of Directors elected shall serve until he resigns or is removed and until his successor shall have been elected and qualified.

2. Any vacancy occurring in the Board of Directors for any reason may be filled by the affirmative vote of the remaining members of the Board of Directors, though less than a quorum of the Board of Directors.

3.  Any director may be removed by a majority of the remaining directors.

4. The affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts as provided by law.

5. The Board of Directors may keep the books of the corporation, except as such are required by law to be kept within the state, outside the State of New Mexico, at such place or places as they may from time to time determine.

6. The Board of Directors are empowered to choose, in their discretion, the Trustees of any PAC authority for which has been granted in the organizational documents of the said PAC.

Section V.  Meetings of the Board of Directors.

1. The meetings of the Board of Directors may be held upon such notice, or without notice, and at such time and at such places as shall from time to time be determined by the Board.

2. Executive meetings of the Board may be held upon such notice or without notice, and at such time and at such places as shall from time to time be determined by the Board.

3. Executive meetings of the Board may be called by the chairman or by a majority of the Board of Directors. Executive meetings are open to the Board and invited persons only.

Section VI. Officers.

1. The officers of the corporation shall be chosen by the Board of Directors and shall be the president, a president elect, a vice-president, a secretary and a treasurer. The Board of Directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. In its discretion, the Board of Directors may elect one of its members as Chairman of the Board of Directors.

2. The Board of Directors at its first meeting shall choose a president from among the directors, and shall choose one or more vice-presidents, secretaries and a treasurer, none of whom need be a member of the Board. Any two or more offices may be held by the same person, except the offices of president and secretary.

3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

4. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

A. Chairman of the Board of Directors. If a Chairman of the Board of Directors is elected, he shall preside at all meetings of the Board of Directors, and may only cast his vote to break a tie.

B. The President.

(1) The President shall be the chief executive officer of the corporation, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. If no Chairman of the Board of Directors is elected, then the President shall preside at all meetings of the Board of Directors and have the same voting power as the Chairman.

(2) He shall execute bonds, mortgages, and other contracts requiring a seal of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other office or agent of the corporation.

C. The President-Elect. The President-Elect shall perform all duties requested by the President to assist in carrying out the responsibilities of the President.

D. The Vice-President. The Vice-President, or if there shall be more than one, the Vice-Presidents, in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

E. The Secretary. The Secretary shall attend all meetings of the Board of Directors and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation, and he, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature.

F. The Treasurer.

(1) The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

(2) He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as treasurer, and of the financial condition of the corporation.

(3) If required by the Board of Directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his office, and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section VII. Indemnification.

The corporation may indemnify any and all of its directors, officers and employees against expenses incurred by them, or pay such expenses directly, including legal fees, or judgments or penalties rendered or levied against such person in a legal action brought against any such person for actions or omissions alleged to have been committed by any such person while acting within the scope of his employment as a director, officer or employee of the corporation, provided that the Board of Directors shall determine in good faith that such person did not act, fail to act, or refuse to act willfully or with fraudulent or criminal intent in regard to the matter involved in the action or omission. The corporation may carry insurance to cover such potential officer, director, and employee liability.

Section VIII. Amendment of By-Laws.

These By-Laws may be amended, added to, rescinded or reappealed at any meeting of the Board of Directors by the vote of a majority of the voting membership at any regular meeting or at any special meeting.  

Home   Join NMDLA    NMDLA Board   Editorial Board   NMDLA Committees  
By-Laws   CLE Schedule   Members Only

Copyright © 2001-2007 New Mexico Defense Lawyers Association.  All rights reserved.
Last  Modified:  April 01, 2007