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BYLAWS OF

North Valley Studio Tour Cooperative

(Amended March 26, 2024)

ARTICLE I — NAME AND PURPOSE

Section 1 — Name: The name of the organization shall be North Valley Studio Tour Cooperative. It shall be a nonprofit cooperative association incorporated under the laws of the State of New Mexico.

Section 2 — Purpose: The North Valley Studio Tour Cooperative is organized exclusively for charitable, artistic, and education purposes. The purpose of this corporation is: to support the arts in New Mexico by organizing and running an annual studio tour in the city, village, and unincorporated areas that make up Albuquerque’s North Valley.

ARTICLE II — MEMBERSHIP

Section 1 – Eligibility for membership: Membership is limited to current participants in the North Valley Studio Tour. Acceptance as a Tour participant and payment of the registration fee confers membership into the cooperative for one year, until membership is established for the following year’s Tour. At the conclusion of each year’s Tour, members in good standing (as described in Sections 2 & 4) will be offered a place in the next year’s Tour so long as they complete their registration on time.

Section 2 – Equity: Membership is contingent upon payment of the current year’s registration fee and active participation in activities needed to run and promote the Tour. This may include but is not limited to distributing advertising materials, actively promoting the Tour on social media, attending meetings, and completing assigned committee work. Necessary activities are determined by the Board from year to year.

Section 3 — Rights of members: Each member is entitled to equal participation in the democratic processes of the cooperative, as defined in these bylaws and the policies of the cooperative. Each member may cast one vote in decisions of the membership and at General Membership Meetings.

Section 4 — Responsibilities: Members must comply with all policies and rules of the cooperative. Members must remain current on all financial and contractual obligations to the cooperative, including service requirements and attendance at meetings as may be required by policy.

Section 5 — Termination of Membership: An individual's membership may only be terminated by a two-thirds vote of the Board of Directors. An individual's membership may only be terminated for violation of their membership agreement.

Section 6 — Non-voting membership: The board shall have the authority to establish and define non-voting categories of membership.

ARTICLE III — MEETINGS OF MEMBERS

Section 1 — Regular meetings: Regular meetings of the members shall be held leading up to the tour, at a time and place designated by the chair. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the cooperative, and deliberate on any business matters brought before the meeting.

Section 2 — Special meetings: Special meetings may be called by the chair, the Executive Committee, or a simple majority of the board of directors. A petition signed by twenty percent of voting members may also call a special meeting.

Section 3 — Notice of meetings: Emailed notice of each meeting shall be given to each voting member not less than one week prior to the meeting.

Section 4 — Quorum: At least fifty percent of members present at any properly announced meeting shall constitute a quorum.

Section 5 — Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

ARTICLE IV — BOARD OF DIRECTORS

Section 1 — Board Composition: Five directors shall be elected at each annual membership meeting from among the members of the cooperative, for terms of approximately one year lasting until the conclusion of the successive annual membership meeting. The Board of Directors may appoint up to three additional “outside” directors, not necessarily from the membership, for terms of one year. The Board of Directors may have no fewer than three and no more than eight members.

Section 2 — Terms: All board members shall serve one-year terms but are eligible for re-election or re-appointment indefinitely.

Section 3 — Meetings and notice: The board shall meet at least monthly leading up to the tour, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least 48 hours in advance.

Section 4 — Board elections: Directors will be elected by an instant run-off ballot of members present at the annual meeting. Any member wishing to run for election must notify the Board of Directors one week before the membership meeting.

Section 5 — Quorum: More than fifty percent of directors must be present for business transactions to take place and motions to pass.

Section 6 — Officers and Duties: There shall be four officers of the board, consisting of a president, vice-president, secretary, and treasurer. One person may combine the roles of secretary/treasurer. Their duties are as follows: ● The president shall convene regularly scheduled board meetings and shall facilitate or arrange for another member to facilitate the meeting. ● The vice-president shall serve as the president in the president’s absence. ● The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained. ● The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget and end of year reports, and make financial information available to board members and the public.

Section 7 — Vacancies: If a director elected by the membership vacates their seat mid-term, the seat shall remain open until a duly called membership meeting elects a new director. If a director appointed by the Board vacates their seat mid-term, the Board may appoint a new director to complete the one-year term.

Section 8 — Resignation, termination, and absences: Resignation from the board must be in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a term. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 9 — Special meetings: Special meetings of the board shall be called upon the request of the president, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least 72 hours in advance.

Section 10 — Compensation: Board directors may receive no monetary compensation for their service. Time spent on board duties may be counted toward fulfillment of member service requirements as may be required by policy and member contracts.

ARTICLE V — COMMITTEES

Section 1 — Committee formation: The board may create committees as needed. Such committees shall have no powers or authorities other than those rightfully granted by the Board or these Bylaws. Each committee shall elect a chair, who shall provide regular reports on the activities of the committee to the Board.

Section 2 — Executive Committee: The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors and is subject to the direction and control of the full board.

ARTICLE VI — FINANCIAL PRACTICES

Section 1 — The fiscal year shall be the calendar year.

Section 2 — The financial records of the organization, including any audits by third parties shall be made available to the membership and board members upon request.

Section 3 — No portion of the funds or any asset of the cooperative may be distributed or transferred to a member, except as renumeration for an arms-length transaction.

ARTICLE VII — DISSOLUTION

Section 1 — The cooperative may only be dissolved by a three-quarters majority vote of the Board of Directors or by a majority of members present at a meeting.

Section 2 — In the event of dissolution, the net assets of the cooperative shall be given to the Jeff Potter Memorial Award for Artistic Excellence organization, or if that is no longer in existence to a non-profit organization committed to educating the public about and promoting the development of the arts.

ARTICLE VIII — AMENDMENTS

Section 1 — Amendments: These bylaws may be amended, when necessary, by two-thirds majority of members at a membership meeting, or two-thirds majority of the Board of Directors. CERTIFICATION These bylaws were approved at a duly called meeting of the membership of directors by a two-thirds majority vote.