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As adopted 11/94
As amended 1/96
As amended 5/99
As amended 11/01
As amended 5/05

NEW MEXICO BED AND BREAKFAST ASSOCIATION
BY-LAWS

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ARTICLE I
NAME, OFFICE AND PURPOSE

2.  The principal office of the Corporation shall be in Santa Fe, New Mexico at 215 Washington Avenue initially, and thereafter, if changed, to an address designated by the Board of Directors. The principal office may be at the business or residence of any officer of the Corporation. The corporation may also maintain offices at such other places as the Board of Directors may from time to time determine.

3.  The purpose of this Corporation is to create a high standard of service, cleanliness, safety and ethics in member lodging facilities as prescribed in the Corporation’s Standing Rules. The Corporation will have charge and responsibility to consider, promote and deal with matters common to the membership and act as its representative, including the promotion of the Corporation and its members throughout the tourism industry.

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ARTICLE II
MEMBERSHIP

1.  The Corporation shall have members. The members will have the powers designated by these Bylaws and by the Board of Directors.

2.  Eligibility for Lodging Facility Members:

A.  Any bed and breakfast establishment defined as a small scale inn, historically or architecturally noteworthy, personally attended by its Innkeepers or their manager, residential in aspect and consisting of no more than thirty (30) and no less than two (2) guest rooms.

B.  The nightly rate of each guest room includes a continental or full breakfast.

C.  Eligibility excludes home stays, larger operations, chain operators, hotels, standard motels and restaurants, which by definition must fall under other regulations.

D.  All prospective member properties and current member properties shall meet and maintain the rules and regulations and the evaluation criteria set for selection or re-inspection by the Standards Committee on the basis of safety, professionalism, cleanliness and hospitality as described in the Corporation’s Standing Rules.

3.  Voting Rights: No member inn shall have more than one (1) vote, cast by its owner or manager.

4.  Grounds for Suspension and Expulsion: Failure to comply with any of the conditions stated in these Bylaws or the Corporation’s Standing Rules or non-payment of dues or promotional fees agreed to by members may result in suspension or expulsion from the Corporation. Any member held in non-compliance will be granted a thirty (30) day grace period from day of notification by certified letter to comply with such conditions.

5.  Dues:

A.  The annual dues for each member shall be established by the membership at a regularly scheduled meeting as stated in the Standing Rules.

B.  Remittance to the Treasurer, in the form prescribed, of annual dues shall be made immediately upon billing, but in no event later than 30 days after billing. Non-payment of dues shall be grounds for suspension or expulsion and are subject to late payment fees as stated in the Standing Rules.

6.  Eligibility for Associate Members: Vendors

A.  Must be associated with tourism industry, providing goods or services to the bed and breakfast industry.

B.  May attend and have limited speaking privileges at educational and business meetings. May demonstrate products and/or services and participate in package offerings of NMBBA as appropriate.

C.  Must be approved for membership by the Board of Directors.

D.  Have a non-voting status.

E.  Must pay dues as described in the NMBBA Financial Policy.

7.  Eligibility for Non-conforming Lodging Facilities:

A.  Definition: Small lodging facility that meets the cleanliness, safety and licensing standards of the Association, has historic or specialty features similar to bed and breakfast inns in the Association, but may not serve breakfast or has some other non-conforming aspect that is an attraction.

B.  Have the same privileges, dues responsibility and voting status as lodging facilities members.

C.  Must be approved by the Board of Directors.

8.  Eligibility for Aspiring Innkeeper Members:

A.  Definition: Any persons interested in owning or managing an inn in the future

B.  May attend educational sessions.

C.  Must pay dues as described in the Financial Policies.

9.  Eligibility for Industry Associations:

A.  Definition: Any association or government body that is associated with the tourism industry such as convention and visitors bureau, NM Tourism Department, a hotel/motel association.

B.  Has no voting privileges.

C.  Must be approved by the Board of Directors.

D.  No dues are payable.

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ARTICLE III
BOARD OF DIRECTORS

1.  Election: The business and property of the Corporation shall be managed and controlled by a Board of Directors. The Board of Directors shall consist of the President, Vice-President, Secretary, Treasurer, Marketing Chairperson, Standards Chairperson and Membership Chairperson and shall serve until the expiration of their term of office or until the election and qualification of their successors or as otherwise provided in these Bylaws for filling vacancies. The directors, other than the initial Board of Directors, shall be elected annually at the annual meeting of the members and shall be chosen by a majority vote of the members.

2.  Quorum and Voting: A majority of the directors shall constitute a quorum for the transaction of business, and all action of the Board except as otherwise provided in the Articles of Incorporation or these Bylaws shall be taken by majority vote.

3.  Vacancies: Any vacancy in the Board shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, at any special meeting of the Board called for that purpose.

4.  Removal of Directors: Any director may be removed by the majority vote of the full Board of Directors, in person, at any regular or special meeting called for that purpose, with or without cause. Any such directors proposed to be removed shall be entitled to at least five (5) days notice in writing by mail of the proposed removal and of the meeting time and place a which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

5.  Compensation: Directors shall not receive any compensation for their services but may be reimbursed for budgeted expenses incurred as a result of their duties, or at the direction of the Board of Directors.

6.  Officers: Any two or more offices may be held by the same person, except the offices of President and Secretary.

7.  Indemnification of Officers and Directors: This Corporation shall have the power to indemnify any Director or Officer or former Director or Officer of the Corporation against expenses, costs, and attorney’s fees actually and reasonably incurred by him/her in connection with the defense of any action, suit or proceeding, civil or criminal, in which s/he is made a party by reason of being or having been a Director or Officer. The indemnification may include any amounts paid to satisfy a judgment or to compromise or settle a claim. The Director or Officer shall not be indemnified if he is guilty of negligence or misconduct in the performance of his duties as a Director or Officer.

ARTICLE IV
OFFICERS

1.  Elected Officers: The elected officers shall be President, Vice President, Treasurer, Recording Secretary and the Standing Committee Chairs. Election of officers will be held at the annual meeting by a majority vote of the membership.

2.  Appointed Officers: The appointed officers shall be Parliamentarian and Corresponding Secretary. Appointment shall be made by the President subject to the approval of the Board of Directors.

3.  Board of Directors: The Board of Directors shall consist of the elected officers and the immediate Past President.

4.  Vacancies: A vacancy in the office of President shall be filled by the Vice President. A vacancy in all other offices shall be filled by appointment of the President subject to the approval of the Board of Directors until the next regular meeting of the membership.

5.  Duties: The duties of the officers and the Board of Directors shall be such as are implied by their respective titles and as defined by the Standing Rules of this Corporation.

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ARTICLE V
COMMITTEES

1.  Standing Committees:

A.  Standards:  Charged with on-site review and compliance to the rules and regulations for initial membership and for re-inspection of current members as prescribed by the Standing Rules of this Corporation.

B.  Marketing:  Responsible for all forms of publicity and advertising for the Corporation.

C.  Membership

2.  Special Committees: The President may appoint special committees as needed, subject to the approval of the Board of Directors.

3.  Duties: The duties of the Standing Committees shall be as set forth in the Standing Rules of this Corporation.

4.  The President shall be an ex-officio member of all committees. The Vice President shall be an active member of all Standing and Special Committees.

 

ARTICLE VI
MEETINGS

1.  Regular meetings of the membership shall be held on the first or second Wednesday of November of each year, whichever does not conflict with Election Day, and on the first Wednesday of May.

2.  Special Meetings: Special meetings may be called by the President or upon a written request of six (6) members. The call for any special meeting must state the business to be transacted and no business except that stated in the call shall be transacted.

3.  Call: The President of this Corporation shall issue a call to the regular meetings to all members at least forty-five (45) days prior to such meeting.

4.  Quorum: A quorum consists of thirty-five percent (35%) of the membership in order to conduct business. If no quorum exists, business may be conducted by the Board of Directors.

5.  Parliamentary Authority: The current edition of ROBERT’S RULES OF ORDER, NEWLY REVISED shall be used by the parliamentary authority for the conduct of meetings of this Corporation.

 

ARTICLE VII
DISSOLUTION

Upon termination or dissolution of this Corporation all assets and funds, after all expenses and debts are paid, will be transferred to a like non-profit corporation which is recognized as exempt under IRS Code 501( c).

 

ARTICLE VIII
FISCAL YEAR

The fiscal year of this Corporation shall be from January 1 through December 31.

 

ARTICLE IX
AMENDMENTS

These Bylaws may be amended at any meeting of this Corporation by a two-thirds (2/3) vote of the quorum, provided that the amendment has been submitted in writing to the members at least thirty (30) days prior to said meeting.