The most recent Bylaws were ratified March 4, 2023
Table of Contents
The name of this not-for-profit, voluntary membership association incorporated in the State of New Mexico is the FOOTHILLS NEIGHBORHOOD ASSOCIATION (hereafter “FNA” or “Association”).
The period of its duration is PERPETUAL.
Section 1. The FNA will strive to facilitate collective efforts by property owners within its boundaries to:
A. Promote land use and other regulatory policies and practices that:
1. Adhere to guidelines for our area that protect the open, natural environment, peace, quiet, and dark skies which characterize the neighborhood and make it a particularly desirable place in which to live and work;
2. Consider current land use, development, and architectural standards as specified in historical deed restrictions (CC&Rs), Town and County codes, and State and Federal regulations which protect the established character of our neighborhood, particularly its single-family, low density residential zoning and flat-roof pueblo, territorial or “southwest” architectural styles;
3. Support orderly growth with effective buffering between residential and commercial properties and gradual zone transitions from areas of lower to those of higher land use intensity;
B. Support essential infrastructure improvements at minimal additional cost to owners;
C. Promote effective traffic calming;
D. Keep the neighborhood clean;
E. Participate in neighborhood watch programs and other forms of road level security;
F. Cultivate principles of informed community participation and policy making; and
G. Communicate effectively with Town and County officials on matters of neighborhood concern and maintain constructive dialogues with developers and other private interests whose actions impact quality of life in our area.
Section 2. The FNA will assist the Town of Taos and Taos County in preparing and implementing comprehensive land use plans for the Foothills area while furthering the common goals of the Association. To this end, the FNA will provide a forum for discussion of pertinent social, economic, and environmental issues.
Section 1. The FNA is bounded as follows: Starting on the northern most area on Paseo del Canon East (at the north boundary of 1006 Calle Cuervo property) following eastward and including one more property before angling slightly east-south-east along the northern property line of 1632 Weimer Road. It continues in that alignment, skirting around and not including the Town Water Tower property until it meets the Carson National Forest boundary. The east boundary of FNA then follows the Carson National Forest boundary southward and turns westward just below and including the property at 22 La Semilla Rd. Then it continues westward until reaching La Tierra Lane where it heads north until it juncts with La Semilla Rd. Then the FNA boundary heads west again to include the properties on the south side of Sakai Rd and Espinoza Road until it meets with Maestas Rd. Then it follows Maestas Road until its north deadend excluding the business properties at 1415, 1335 and 1331 Maestas Rd. Then the boundary heads east until turning north around (excluding) the lower Town Water Tower and follows the western boundary of Alta Vista Norte subdivision as it meanders to Taos Charter School property when it turns north-east until it meets the starting point on Paseo del Canon East. (see below map).
Section 2. Adjacent areas may be added to the FNA provided that:
A. At least three quarters (3/4) of the owners whose property covers at least three quarters (3/4) of the area proposed for inclusion request in writing to join the FNA and agree to abide by its bylaws; and
B. The FNA Directors approve the expansion by a seventy five percent (75%) majority vote at a scheduled Board meeting.
Section 3. The registered office of the FNA shall be an address designated by its Board.
Section 4. The FNA fiscal/accounting year shall be January1 to December 31.
Section 1: DEFINITIONS
FNA Property Owner: Title holder (or legal representative) of one or more tracts within the FNA boundaries.
FNA Member: Property Owner whose dues has been paid during the applicable calendar year. Only an FNA Member is eligible to vote. Only an FNA Member who is a full-time resident is eligible to be on the Board of Directors.
FNA Qualified Voter: Regardless of the number of names on an FNA Member’s deed or the number of properties they may collectively own, only one (1) vote may be cast on their behalf. Any member of that collective may cast that vote which would be considered their Qualified Vote.
FNA Resident: Any other resident within FNA boundaries is also welcomed and encouraged to participate in FNA activities including committees, meetings and social events.
FNA Affiliate: Any other person or entity that is not included in any of the above descriptions and whose interest complements that of FNA and is accepted by the Board. Affiliates may be included in FNA communications and may participate in FNA activities.
Section 2: VOTING
The official voting list of FNA Members shall be certified 14 days prior to each FNA neighborhood meeting. However any FNA Property Owner who has paid dues by the time voting begins shall become an FNA Member and is therefore entitled to be an FNA Qualified Voter at that meeting. Proxy voting is not permitted and voting rights may not be transferred from one member to another. The officer or agent in charge of the voting list will assure its availability to validate participation in elections and the conduct of other Association business.
Section 1. A general neighborhood meeting shall be held annually in the first calendar quarter. The agenda for such meetings shall include election of Directors, confirmation of officers, reports on the State of the Association, updates on key neighborhood issues, approval of Association dues, and transaction of such other business as may properly come before the assembly. Notice shall be given to FNA Property Owners and other residents within FNA at least fourteen days prior to such meetings.
Section 2. Special neighborhood meetings may be called by the President, two-thirds (2/3) of the Directors or a petition signed by a bona fide representative of at least 15% of FNA Members. Such meetings shall be held at such place as may be designated in the notice of such meeting. No business shall be transacted at a special meeting except as stated in the public notice unless by consent of 2/3 of the Directors.
Section 3. A quorum for the transaction of business shall consist of the presence of at least fifteen percent (15%) of FNA Members. A quorum, once established, shall be deemed to continue until adjournment of the meeting.
Section 1. The affairs of the Association shall be managed by a Board consisting of at least eight (8) and no more than twelve (12) Directors.
Section 2. The Board of Directors shall have the authority to:
A. Identify, with inputs from owners and residents, issues of significant neighborhood concern emphasizing self-help strategies and participatory solution-making wherever possible;
B. Alert owners and residents to situations and circumstances that may affect the quality of neighborhood life, encourage them to express their opinions, and, where needed, take appropriate action;
C. Facilitate cooperation among owners and local authorities and promote constructive, amicable problem solving in and for our neighborhood.
Section 3. Only FNA Members who are full time residents are eligible to serve on the Board. Directors shall be elected by bona fide representatives of FNA Qualified Voters at the Annual Neighborhood Meeting for staggered, two-year terms. A slate of nominations for open Director positions shall be presented by the Board. Additional nominations of other FNA Members may be made from the floor by motion and second from two other FNA Qualified Voters. Each Director shall occupy a numbered position, no more than half (50%) of which shall expire in a given year except in case of an emergency.
Section 4. A Director may be removed by a recall petition signed by two thirds (2/3) of the Directors or by thirty (30) FNA Qualified Voters, which petition receives a three quarter (75%) majority vote at the next general neighborhood meeting. Absence of a Director from three consecutive regular meetings without an excuse deemed valid by the Board shall automatically constitute resignation by that Director.
Section 5. Board vacancies shall be temporarily filled by a majority vote of the remaining Directors at their next meeting. An acting Director so selected shall serve until the next general membership meeting and may, at that time, seek election for the remainder of the term of the person so replaced.
Section 6. The Board of Directors shall meet at least quarterly.
Section 7. Special meetings of the Board may be called by the President, Secretary or three Directors. Special Board meetings shall be held upon notice delivered by mail, email, or telephone to the Directors not less than five (5) days before the day of the meeting specifying the place, day, time, and general purpose of such meeting. Emergency meetings may be called on shorter notice with verbal approval of two-thirds (2/3) of the Directors.
Section 8. A simple majority of the Directors shall constitute a quorum for the transaction of business unless a greater number is required by the Articles of Incorporation or the laws of the State of New Mexico.
Section 9. Meetings of the Board of Directors shall be open to any resident or property owner. In the course of any meeting, a closed executive session may be held if included in the official agenda or requested by 2/3 of the Directors present and voting. All regular and special meetings of the Board shall be announced at least two weeks in advance when possible via email and on the FNA website.
An executive session shall be subject to the requirements that:
A. The subject(s) for discussion be announced in advance;
B. Formal action(s) taken, if any, be announced at the conclusion of the executive session; and
C. Such action(s) be published in the official minutes of the meeting as set forth in these By-laws.
Section 10. Email Voting. In cases where a Board decision is urgently needed and a regular or special meeting cannot be convened in timely fashion, a three-fourths (¾) majority of the Executive Committee may authorize a vote by electronic means on an agreed upon motion which deals with a single issue only. The President or Secretary shall email such ballot from his/her address to all Directors. Unless otherwise specified, ballots shall be returned to the sender within 48 hours of the original mailing. Passage of a motion requires whatever majority is specified by these Bylaws for the matter under consideration. Results of any email ballot shall be reported at the next regular Board meeting and recorded in the minutes of that session.
Section 1. The officers of the Association shall consist of a President, a Vice President, a Secretary, and a Treasurer who together constitute the FNA Executive Committee. These officers shall be elected from and by the Board of Directors and, where terms expire or other changes occur since the last general meeting, confirmed by FNA Qualified Voters at the next such meeting for renewable two year terms. This provision notwithstanding, FNA Members will have an opportunity to write in the name(s) of other directors whom they may prefer for any open officer position(s). The officers shall have such authority and perform such duties in the management of the Association as may be determined by the Board of Directors, not inconsistent with these By-laws. Election or appointment of an officer shall not create contract rights.
Section 2. The Executive Committee shall be responsible for routine, daily administration of the Association. Its duties shall include oversight and coordination of projects and activities of the FNA Standing Committees, Task Forces, and liaisons; handling of matters that may arise for which the FNA has established policy guidelines; making recommendations and referring issues requiring further deliberation to the Board; and establishing agendas for Board meetings. Where formal decisions are required, the Executive Committee shall operate by three fourth (3/4) majority vote.
Section 3. The President shall be the principal executive officer of the Association and shall direct the business and affairs of the Association. The President may sign, with the Secretary, instruments which the Board of Directors has authorized to be executed and shall perform all other duties incident to and customarily performed by the office of president and such other duties as may be prescribed by the Board.
Section 4. In the absence of the President or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President and when so acting shall have all the powers and be subject to all the restrictions upon the President. The Vice President and the Secretary shall perform such other duties as from time to time may be assigned to them by the President or by the Board of Directors.
Section 5. The Secretary shall: keep a record of the minutes of the proceedings of neighborhood and directors’ meetings; give notice as required in these By-laws of all such Meetings; have custody of books, records and papers of the Association except when any of such shall be in the charge of some other person authorized by the Board of Directors to have such custody; keep a register of the Post Office address of each property owner; have general charge of the membership records of the Association; and perform all duties incident to the office of Secretary and such other duties as may be from time to time assigned by the President or the Board of Directors.
Section 6. The Treasurer shall: have custody of FNA funds and securities and see that they are deposited in such banks or trust companies as the Board shall designate; have custody of the FNA books and see that therein is entered regularly a full and accurate account of all monies received and disbursed; file annual report with New Mexico Secretary of State; file annual information return with Internal Revenue Service; and make such other reports as from time to time required by the Board. All checks for payment of money in the amount of $500.00 or more shall be countersigned by the FNA President or Vice-president.
Section 7. The Board of Directors may designate such assistant secretaries and assistant treasurers as it shall desire. The assistant treasurer or assistant secretary in general shall perform such duties as shall be lawfully authorized by the Board of Directors.
Section 8. There shall be no compensation of the Officers or Board of Directors. However, the Board of Directors shall have the authority to reimburse Officers or Directors for expenses they may incur in the performance of their duties or attendance at meetings that have particular relevance for the conduct of FNA business.
Section 1. The Board of Directors may authorize any officer to enter into any contract or execute and deliver any instrument in the name of and on behalf of the FNA. Such authority may be general or confined to specific instances.
Section 2. No loans shall be contracted on behalf of the FNA and no evidences of indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors when approved by FNA Qualified Voters at large. Such authority may be general or confined to special instances.
Section 3. All checks, drafts, or other orders for the payment of money or other evidences of indebtedness issued in the name of the Association shall be signed by such officer of the Association as prescribed by these By-laws or as shall determined by resolution of the Board.
Section 4. All funds of the FNA shall be deposited to its credit in such banks or other depositories as the Board of Directors may select.
Section 1. The FNA shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members and Board of Directors; and shall keep a current list of its members which shall contain their names and addresses.
Section 2. Any FNA Member or his/her legal agent, upon timely, written notice stating the specific materials desired and purpose therefore, shall have the right to examine at the FNA office, at an acceptable time, in reasonable quantity, and for a proper purpose, FNA books and records of account, agendas, minutes, and membership lists.
Section 1. The Board of Directors may establish any number of Standing Committees or ad hoc Task Forces for the purpose of accomplishing the aforementioned goals and objectives with such powers as may be legally delegated by the Board of Directors.
Section 2. The Board of Directors shall appoint Standing Committee Chairpersons and heads of Task Forces, and approve all assignments made to those bodies.
Section 3. Each Standing Committee shall be empowered to establish its own Sub-Committees and Task Forces, as well as the Chairs thereof, and determine its operating procedures.
Section 4. Each Standing Committee shall maintain a record of all meetings; propose budgets for its work, keep accurate records of all authorized expenditures, and periodically report on its activities to the Board.
Section 5. No Committee may expend FNA funds or bind the Association in any way except upon prior approval by the Board.
Section 6. No report, recommendation or other action of any FNA committee or task force shall be considered as the act of the Association until it shall be approved by the Board of Directors and communicated to the membership.
Section 1. Amendments to these By-laws may be proposed by an affirmative vote of at least two thirds (2/3) of all Directors and approved at a subsequent neighborhood meeting by two-thirds of FNA Qualified Voters in attendance, provided that notice of said amendment(s) and the nature thereof shall have been posted on the FNA website at least one month prior to the date of the membership meeting at which said amendment(s) are to be presented for consideration.
[ See ROAD MAP tab on website for boundary line: https://www.taosfna.org/home/road-map ]