Embudo Canyon Neighborhood Association

• President: Jay Brotz
• Vice President: Ray Dymale
• Secretary: Dave Zeuch
• Treasurer: John Minks
• Director: Nena-Joy Almodovar
• Director: Suzanne Kersten
• Director: Floyd Spencer

EMBUDO CANYON
NEIGHBORHOOD ASSOCIATION

BYLAWS

Revision #9 (October 26, 2011)

ARTICLE I – NAME

The name of this organization shall be the
Embudo Canyon Neighborhood Association
(ECNA), hereinafter referred to as the
Association. The Association shall be an
incorporated, non-profit organization.

ARTICLE II – PURPOSE

The purpose of the Association shall be the
enhancement of the quality of community life for
the residents through community involvement
and membership in the community development
area.

Located within the City of Albuquerque,
Bernalillo County, the boundaries of the
Association are as follows: west – center of
Tramway Boulevard; south and northeast –
center of Lomas Boulevard and Camino de la
Sierra then east at the northernmost lot lines of
Vic Road to the City Limit line; east – City Limit
line; north – southern line of Embudo Arroyo to
Tramway Boulevard.

Excluded from the Association area is the
Monte Largo Hills Neighborhood Association
(MLHNA). Boundaries of MLHNA are as
follows: north – Indian School Road; east –
Monte Largo Drive to the northern lot lines of
Michael Hughes Drive; south – northern lot
lines of Witcher Avenue; west – eastern lot lines
of Willys Knight Drive and the center line of
Cumbres Street.

ARTICLE III – MEMBERSHIP

Section 1 – There shall be two types of
memberships in the Association: regular and
business/institution.
Section 2 – Within the boundaries defined above,
any adult residing or owning property and any
business/institution owner shall be eligible for
membership.
Section 3 – To be a voting member of the
Association, the dues for that regular or
business/institution membership must be
paid. Voting privileges shall be: one vote per
regular membership and one vote per business/
institution through its appointed representative.
A household which includes more than one
adult has one vote, and any adult member of the
household may cast the vote. Dues must be paid
in order to serve as an Officer/Director of the
Association.
Section 4 – Dues shall be established by majority
vote of Association members present at any
regular meeting and may be changed once per
year.
Section 5 – The Association shall conduct an
annual enrollment of members during the month
of January. Memberships expire on the 31st
day of January of the following year. Persons
joining the Association on July 1 or later shall
pay one-half of the dues.

ARTICLE IV – BOARD OF DIRECTORS

Section 1 – The Board of Directors, hereinafter
referred to as the Board, shall be the governing
body of the Association and shall consist of
at least three Officers/Directors and up to
three other Directors. Members of the Board
shall not receive compensation for any service
rendered on behalf of the Association except for
reimbursement of expenses.
Section 2 – The Board shall have all the
usual powers of directors of a corporation to
provide immediate direction and governance of
Association affairs. It shall be responsible for
interpreting the Bylaws and shall make all rules
and regulations. The Board shall appoint such
employees or agents as may be necessary to
conduct Association business and shall designate
their titles and compensation in writing. At least
three Board members shall vote positively prior
to the expenditure of $100.00 or more and prior
to the employment of anyone.
Section 3 – A minimum of three Board members
must be assembled in order to transact business.
Business of the Board shall be transacted by
majority vote unless otherwise specified in these
Bylaws. The President may make motions and
shall have a vote.
Section 4 – The Board shall conduct at least one
meeting per year prior to the annual meeting of
the membership at a time and place designated
by the President. Special meetings may be held
as deemed necessary by the President or by a
majority of the Board.
Section 5 – Vacancies on the Board may be
filled for the remainder of a term by Presidential
appointment subject to majority approval of the
Board.

Section 6 – Any member of the Board who fails
to fulfill the duties of that office may be replaced
by a majority vote of the Board or shall be
replaced by two-thirds vote of members present
at a regular or special meeting.

ARTICLE V – OFFICERS

Officers of the Association shall be the
President, Vice President, Secretary, and
Treasurer who are elected by the membership.
One individual may serve as both Vice President
and Secretary. The duties of the Officers shall
include but not be limited to the following:
PRESIDENT: The President shall preside at all
meetings of the Association. With the approval
of the Board, he/she shall appoint all special
committees and be an ex-officio member of all
committees except any Nominating Committee.
The President shall present an annual report to
the membership at the annual meeting and file
such report with the Secretary.
VICE PRESIDENT: The Vice President shall
assist the President and assume the duties of
the President in the absence or inability of the
President to serve. The Vice President shall
oversee committees and provide the Board with
reports on their progress.
SECRETARY: The Secretary shall keep the
minutes of all meetings of the Board and the
membership, keep all records of the Association,
file reports to the Office of Neighborhood
Coordination (ONC) and the Public Regulation
Commission (PRC) as required, and give notice
of all meetings as directed.
TREASURER: The Treasurer shall collect all
money due to the Association, have custody of
the all funds of the Association, pay all bills
approved by the Board/membership, keep an
account of all receipts and expenditures, submit
a report at Board meetings, and furnish a current
financial statement to the membership at the
annual meeting.

ARTICLE VI – TERMS OF OFFICE AND
ELECTION OF OFFICERS

Section 1 – The term of office shall be two years
for the President, Vice President, Secretary,
and Treasurer. The term of office for the three
optional Directors shall be one year. The
number of terms served shall not be limited.
The President and Treasurer shall be elected in
even years, and the Vice President and Secretary
shall be elected in odd years. Board members
shall assume office at the end of the annual
meeting or when elected or appointed.
Section 2 – Elections will be conducted at the
annual meeting. In addition to
any slate of candidates, nominations may be
made from the floor provided that the nominee’s
consent has been obtained.
Section 3 – Election shall be by ballot, show
of hands, or voice vote. Printed ballots shall
have a check box by each candidate’s name
and provision made for write-in candidates.
Election may be by acclamation if so moved and
seconded by members in attendance.
Section 4 – Absentee ballots are not permitted.
Section 5 – In the case of written ballots, the
President shall appoint two members of the
Association to tally all votes in closed session
and determine the person elected for each office.
The number of votes for each candidate shall be
made available to the membership. In the case
of a tie vote, the person elected shall determined
by either concession of one candidate or by a
simple coin toss.
Section 6 – In the event of a close vote, the
runner-up has a right to a vote recount. The
appointees shall recount the votes twice as
described in Section 5 above.

ARTICLE VII – MEETINGS

Section 1 – The annual meeting of the entire
membership shall be conducted in January. The
time and place shall be announced to each
residence and business/institution within the
Association boundaries not less than ten days
prior to the meeting. Such notification may
be given by mail notice, hand delivered flyers,
prominently posted signs, electronic media
including e-mail, or any combination thereof.
Section 2 – Special meetings of the membership
may be called as the Board deems necessary
or as mandated by petition by a majority of the
membership.
Section 3 – The transaction of business at any
membership meeting shall be done by a majority
of those members present.

ARTICLE VIII – COMMITTEES

Special committees shall be appointed by the
Board as needed.

ARTICLE IX – PARLIAMENTARY

AUTHORITY

Robert’s Rules of Order, Newly Revised shall
govern the Association in all cases in which they
are applicable and are not in conflict with these
Bylaws.

ARTICLE X – AMENDMENTS

These Bylaws may be amended at any regular
membership meeting by a two-thirds vote of
those members present provided that notice of
the proposed changes shall have been given ten
days prior to such meeting.

ARTICLE XI – DISSOLUTION OF THE
ASSOCIATION

Dissolution of the Association requires a two-
thirds vote of members present at any regular
membership meeting provided that notice of
dissolution shall have been given ten days prior
to such meeting. In the event of dissolution,
the Board shall, after payment of Association
debts, donate any remaining assets to another
non-profit organization with a similar purpose as
stated herein under ARTICLE II.

The undersigned hereby adopt and certify the
preceding Bylaws for the Embudo Canyon
Neighborhood Association.