Ski New Mexico Bylaws

Section 1 - Name

The Corporation shall be known as SKI NEW MEXICO, INC. The Corporation is a non-profit Corporation organized under the laws of the State of New Mexico and the Articles of Incorporation filed with the State Corporation Commission on January 18, 1973.

Section 2 - Mission Statement

Ski New Mexico shall organize, direct, and implement, a vision and strategy for cooperation, professionalism, and a high standard of ethics, for the betterment and advancement of the ski industry in the State of New Mexico. Winter tourism is vital to the economy of the State of New Mexico. The primary objective of Ski New Mexico along with parties of interest is to increase winter visitation to the “Land of Enchantment” through marketing and promotional strategies.

Section 3 - Purpose     

The purposes of the Corporation shall be:

1. To assume leadership in the State of New Mexico for the promotion and betterment of skiing within the State of New Mexico;
2. To promote the organization of, and the cooperation with, those ski areas organized and operating within the State of New Mexico;
3. To serve the interests of the skiing industry within the State of New Mexico who participate in this Corporation;
4. To cooperate with all other national ski organizations with which it deems advisable to participate for the advancement and betterment of skiing;
5. To foster high standards of professionalism in the operation of New Mexico’s ski areas;
6. To encourage high standards of ethical conduct in the promotion of New Mexico’s ski areas in order to maintain the “good faith” spirit of competition and high level of consumer credibility our industry enjoys.

Section 4 - Tax Exempt Status

The affairs of the Corporation shall at all times be conducted in such fashion as to preserve the tax-exempt status of the Corporation under federal and state laws as set forth in Article IV of the Articles of Incorporation.

Section 1 - Classes of Membership

There shall be four classifications of membership; Ski Area, Associate, Affiliate, and Honorary.

Section 2 - Ski Area Membership

1. Ski Area membership in Ski New Mexico is open to all ski area owners and operators with facilities within the State of New Mexico who have on file with Ski New Mexico evidence of current compliance with the New Mexico Ski Safety Act
2. All ski area owners and operators whose operational and promotional practices are conducted within the guidelines set out in Article I, Section 3

Section 3 - Associate Membership

Associate membership in Ski New Mexico is open to; all hotel and resort facilities within the State of New Mexico wishing to participate, all retail establishments; all airlines and transportation companies serving the State of New Mexico, any other organization, business, or individual desirous of participating in the promotion and stimulation of the interest of skiing within the State of New Mexico.

Section 4 – Affiliate Membership

Affiliate membership in Ski New Mexico is open to; any business or individual with in or out side the state of New Mexico who whishes to join and promote the mission of the organization. This is an introductive membership with limited benefits. Section 5 - Honorary Membership
Those individuals who, because of their performance, industry contributions, or qualifications may be granted honorary membership in the association by majority vote of the Board of Directors.

Section 6 - Limits of Membership

There shall be no limitation on the number of persons or organizations who may be active, associate or participate in membership of the Corporation. Section 7 - Disqualification
Membership in the corporation may be revoked for violations of the provisions of Article I, Section 3, or any other reason deemed necessary to protect the integrity of the corporation based on a majority vote of the Board of Directors.

Section 1 - Designated Representative

Each ski area, associate, and honorary member shall designate an individual to serve as their representative to the Corporation. All Corporation correspondence will be addressed to that individual named as Designated Representative. Each member may also select an alternate to serve in the absence of their Designated Representative. The alternate will be vested with the power of proxy and may vote on the member's behalf at any general meeting or Board of Director’s meeting, if that member has a seat on the Board.

Section 2 - Voting

The Designated Representative of each member is entitled to one vote at any general meeting.

Section 3 - Eligibility for Board of Directors

Any member Designated Representative shall be eligible for election to the Board of Directors as provided by Article VII, Section 1.

Section 1 - Dues Rates

Membership dues rates for Ski Area, Associate, and Affiliate members will be determined by a majority vote of the Board of Directors.

Section 2 - Ski Area Dues

Ski Area members will pay dues based on skier visits. A skier visit represents one person visiting a ski area for all or any part of a day for the purpose of skiing or snow boarding. The dues rate paid per skier visit shall be determined by a majority vote of the Board of Directors. A minimum dues rate for smaller ski areas shall be determined by a majority vote of the Board of Directors. Dues for the Cross country and Snow play area members shall also be determined by majority vote of the Board of Directors.

Section 3 – Associate and Affiliate Member Dues

In the interest of establishing and maintaining a broad base of Associate Members, the Board of Directors shall set forth classes of membership and requisite benefits as it sees fit.

Section 4 - Honorary Members

Honorary members are exempt from payment of any membership dues or assessments.

Section 5 - Assessments

In addition to dues, Ski Area Members may be assessed annually to pay for the advertising, marketing, and sales promotion activities of the association. The rate of assessment will be determined by a majority vote of the Board of Directors. Additional assessments may be levied by the Board at any duly constituted meeting.

Section 1 - Annual General Membership Meeting

At least one general membership meeting shall be held each fiscal year for the election of directors, for receiving annual reports, and for the transaction of other Corporation business. The date, place and time for this meeting shall be determined by the board.

Section 2 - Special General Membership Meeting

The Chairman or the Board may, at their discretion, call a special general meeting of the Corporation membership.

Section 3 - Chairman

The Chairman of the Board of Directors shall preside at general meetings. In the absence of the Chairman, the Chairman-Elect shall preside. In the absence of both the Chairman and Chairman-Elect any director may temporarily assume the chair and invite a resolution nominating a chairman for the meeting from among the directors present.

Section 4 - Parliamentary Procedure

Unless otherwise provided, the will of the majority shall prevail. Robert's Rules of Order shall govern all debates. On request, any motions or resolutions offered at any meeting shall be furnished to the Secretary in writing before the question is put.

Section 1 - Government of the Corporation

The affairs of the Corporation shall be governed by a Board of Directors. The Board shall have the power to hold meetings at such times and places as it may deem proper; to admit, suspend or expel members; to collect and disburse the funds of the Corporation; to employ agents; and to devise and carry out such other measures as it may deem proper to promote the objectives of the Corporation and to protect the interests of the members.

Section 2 - Membership

The Board shall be comprised of no fewer than nine directors and no more than fifteen. Each Ski Area Member will be represented on the Board by a director. Cross-country Ski Area Members will be represented by one member elected to the board by majority vote of this group. If they can not agree on a representative, then the Board will appoint a representative with each member represented on a rotating basis. A minimum of three and no more than six directors will be elected to represent Associate Members.

Section 3 - Annual Meeting

There shall be an annual meeting of the Board of Directors immediately after and at the same place as the annual general meeting. At least fifteen days before a meeting, a notice of such meeting shall be sent to each director.

Section 4 - Regular Meetings

Regular meetings of the Board may be held as decided by the Board. The same notice shall be given as provided for the annual meeting. Section 5 - Quorum
A majority of the directors holding office shall constitute a quorum. In the absence of a quorum, the members present shall act as a subcommittee of the whole, and decisions made by that subcommittee shall be ratified by majority vote of the full board. Section 6 - Voting
The will of the majority shall prevail, provided a quorum is present. Section 7 - Chairman
The Chairman of the Board of Directors shall preside at Board meetings. In the absence of the Chairman, the Chairman-Elect shall preside. In the absence of both the Chairman and Chairman-Elect any director may temporarily assume the chair and invite a resolution nominating a chairman for the meeting from among the directors present.

Section 1 - Nomination and Election

Fifteen days prior to each Annual Meeting of the membership, the Nominating Committee shall present in writing to the membership a list of candidates it proposes for election to the Board of Directors. At the Annual Meeting, additional nominations may by made from the floor by any member, provided that at least fifteen days before the Annual Meeting, written notice of such action was provided to the Chairman of the Nominating Committee. The nominee must be a member in good standing of the Corporation. At the annual meeting, the membership will elect directors from the Nominating Committee’s slate of candidates and any nominations made from the floor.

Section 2 - Term of Office

1. Directors representing Ski Area Members will serve unlimited terms on the Board as long as their ski area is a member in good standing of the Corporation.
2. Directors elected from the ranks of Associate Members will serve two year terms on the Board of Directors.

Section 3 - Resignation

A director may resign at any time. Such resignations will be made in writing to the Chairman of the Board and take effect from the time of its receipt. Acceptance of a resignation shall not be required to make it effective.

Section 4 - Termination

Should any director be absent from three consecutive meetings of the Board without excuse acceptable to the Board, the Board may vote his place vacant and fill the vacancy as provided in Section 5.

Section 5 - Vacancies

Any vacancy on the Board may be filled for the unexpired term by a vote of the directors then in office.

Section 1 - General Description

The elected officers of the Corporation shall consist of a Chairman, a Chairman Elect, a President, a Secretary, and a Treasurer. Officers must serve on the board for one year prior to their election as an officer.

Section 2 - Chairman

The Chairman shall serve without compensation, shall be the chief executive officer of the Corporation and shall exercise general supervision over the business of the Corporation. He shall preside at all general membership meetings and all meetings of the Board.

Section 3 - Chairman-Elect

The Chairman-Elect shall serve without compensation and in the absence of the Chairman shall be vested with all the powers and shall perform all the duties of the Chairman unless or until the Board shall otherwise determine. The Chairman-Elect shall succeed the Chairman at the end of his term of office.

Section 4 – Executive Director

The Executive Director shall receive compensation and shall manage the affairs of the Corporation, subject the direction of the Chairman and the Board. The Executive Director shall be appointed by the Board of Directors and serve at the pleasure of the Board. The Executive Director shall serve as an ex-officio, non-voting member of the Board of Directors and Executive Committee. The Executive Director shall have such powers and responsibilities as may be assigned to him / her by the Chairman or the Board of Directors.

Section 5 - Secretary

The Secretary shall serve without compensation and record the proceedings of general meetings, Board meetings, and committee meetings. The Secretary may be assisted by staff in the execution of his duties.

Section 6 - Treasurer

The Treasurer shall serve without compensation and shall be responsible for the supervision of the Corporation’s books of account. The treasurer shall oversee the collection of all dues, assessments, and monies owed the Corporation, shall oversee the deposit of such monies in depositories approved by the Board, shall oversee the disbursement of the funds of the Corporation. The Treasurer shall render a report at the Annual Meeting of the membership, at Board meetings or whenever directed by the Chairman of the Board. The Treasurer may be assisted by salaried staff and outside accounting firm in the execution of his duties.

Section 1 - Election of Officers

At each annual Board meeting, the directors shall elect one of their number as Chairman-Elect, one of their number as Secretary and one of their number to serve as treasurer. As provided in Article IIX., Sec. 4, The Executive Director shall be appointed by the Board of Directors and serve at the pleasure of the Board.

Section 2 - Term of Office

With the exception of the Executive Director, elected and appointed officers shall serve a term of one year from the beginning of the fiscal year to the end of the fiscal year or until the election of their successors. An officer may be re-elected at the expiration of his term.

Section 3 - Resignations

Any officer may resign at any time. Such resignations will be made in writing to the Chairman of the Board and take effect from the time of its receipt. Acceptance of a resignation shall not be required to make it effective.

Section 4 - Termination

Any officer may be removed for cause by the vote of a majority of the directors then holding office.

Section 5 - Vacancies

Should the office of Chairman become vacant, the Chairman-Elect shall assume the office of Chairman and the Board shall elect a Chairman-Elect at its next meeting. Should the office of Chairman-Elect become vacant, the Board shall elect a successor at its next meeting. Should the office of Secretary, or Treasurer become vacant, the Chairman shall appoint a successor from the Board. Should the office of President become vacant, the Chairman shall appoint a temporary successor and the Board shall appoint a permanent successor as soon as a suitable candidate is available.

Section 1- Standing Committees

There shall be two standing committees of the Board of Directors, the Executive Committee and the Nominating Committee.

Section 2 - Executive Committee

The Executive Committee shall consist of five voting members; the immediate past-Chairman of the Board, the Chairman, the Chairman-Elect, the Secretary, and the Treasurer. The President will serve as an Ex-officio, non-voting member of the Executive Committee. The Executive Committee shall be vested with the full powers of the Board of Directors as set forth in Article VI., Section 1., and shall act on the Board’s behalf, when the Board is not in session.

Section 3 - The Nominating Committee

The Nominating Committee shall consist of five (5) members of the Board of Directors appointed by the Chairman. The Nominating Committee shall nominate candidates for the Board of Directors as provided under Article VII., Sec. 1. Section 4 - Committee Establishment
The Board may establish additional standing committees as it may deem appropriate.

Section 1 - Indemnification

No officer or director shall be personally liable for any obligations of the corporation or for any duties or obligations arising out of any acts or conduct of said officer or director performed for or on behalf of the corporation. The corporation shall and does hereby indemnify and hold harmless each person and his or her heirs and administrators who shall serve at anytime hereafter as a director or officer of the corporation from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of having heretofore or hereafter been a director or officer of the corporation, or by reason of any action alleged to have been taken heretofore or hereafter or omitted to have been taken by him or her as such director or officer, and shall reimburse each such person for all legal and other expenses reasonably incurred by him or her in connection with any such claim or liability. Provided, however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of his or her own willful misconduct. The rights accruing to any person under the foregoing provisions of this section shall not act to exclude any other right to which he or she may lawfully be entitled, nor shall anything herein contained restrict the right of the corporation to indemnify or reimburse such person in any proper case, even though not specifically herein provided for. The corporation, its directors, officers, employees and agents shall be fully protected in taking any action or making any payment or in refusing to do so in reliance upon advice of counsel.

Section 2 - Other Indemnification

The indemnification herein provided shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote of membership or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, or employee and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 3 - Insurance

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust and other enterprise against any liability
asserted against him or her and incurred in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against liability under the provisions of this Bylaw, or the Articles of Incorporation, or the laws of the State of New Mexico.

Section 4 - Settlement by Corporation

The right of any person to be indemnified shall be subject always to the right of the corporation by its Board of Directors in lieu of such indemnity, to settle any such claim, action, suit or proceeding at the expense of the corporation by the payment of the amount of such settlement and the costs and expenses incurred in connection therewith.



The membership, by majority vote, present at the annual meeting, shall have the power to make, amend, or repeal Bylaws not in conflict with the Articles of Incorporation. Bylaw amendments proposed under this section shall be presented in printed form to the membership at the beginning of the annual business meeting for voting thereon. The Board of Directors, at any regular or special meeting, or by written proxy, by simple majority vote, shall have the power to make, amend and repeal Bylaws not in conflict with the Articles of Incorporation

New Mexico

Red River

Angel Fire

Pajarito

Sandia Peak

Ski Santa Fe

Sipapu

Ski Apache

Taos Ski Valley

©2009 Copyright Ski New Mexico. All Rights Reserved. Site Design & Development: Vincent Thome. Hosting provided by BrownRice.com in Taos, NM. | View webstats