Section 1 

Name. This organization is incorporated under the laws of the State of New Mexico and shall be known as the New Mexico Information Technology and Software Association (NMITSA), doing business as the New Mexico Technology Council, hereinafter referred to as “NMTC”. 

 

Section 2 

Principal Office: The principal office of NMTC shall be located at 200 Broadway NE, Albuquerque, NM 87102, or such other location as determined by the Executive Director and Chief Executive Officer (hereinafter referred to as “ED & CEO”). 

 

Section 3 

Registered Agent: The Registered Agent for NMTC is the ED & CEO. 

Section 1

The purpose of the New Mexico Technology Council is to grow the impact of technology in New Mexico by providing networking, advocacy, and education to its membership, partners and the community.

Purposes:  NMTC is organized for the following purposes:

  • To serve as an advocate for the interests of NMTC member organizations and the New Mexico’s technology sector
  • Enable collaboration, networking, and programming as the forum that brings together NM’s technology community.
  • Provide education, thought leadership and peer-to-peer support to NMTC Member organizations and partners.
  • Curate programing that convenes leading industry experts and provides valuable networking for the benefit of NMTC members and partners.
  • To represent the legislative interests of the New Mexico technology business sector on issues before local, state and federal legislative bodies.
  • To promote and expand academic and workforce related opportunities within technology verticals for NMTC members and the community

Section 1

Membership Categories.

NMTC shall have multiple categories of membership and may add and delete additional membership categories as it deems appropriate, with the approval of the Board of Directors.

Section 2

Dues: Membership dues will be determined by membership category and benefits. Any changes to the dues structure will be approved by the Board of Directors.

Section 3

Membership Requirements. Membership is open to organizations and individuals who meet the following criteria:

3.1. Abide by the NMTC Bylaws.

3.2. Payment of Dues & Fees: Timely payment of membership dues according to the terms of the annual membership invoice.

Section 4

Membership Rights. NMTC members are entitled to the following membership rights.

4.1 Voting: No Member shall be entitled to vote on any matter concerning the NMTC or its affairs unless the Board of Directors expressly provides such a right in the Bylaws.

4.2 Access to Information: All members are granted access to the following information upon request:

4.2.1 Financial Information:

  • Form 990 (Annual Report)
  • Financial Statements
  • Budget
  • Dues Allocation used for lobbying activities (if any)

4.2.2 Activities and Events:

  • Annual Calendar of Events
  • Lobbying Activities (if any)

4.3 Termination of Membership: Members can terminate their membership by notifying a member of the NMTC staff. Any outstanding balance on the Member’s account is due at the time of termination. NMTC is not required to provide a refund of prorated membership dues if a member terminates their membership prior to the end of their annual term. A Member may be expelled from or re‑categorized for violating the terms of membership only after receiving reasonable written notice and an opportunity to meet the terms of membership.

Section 5

Membership Meeting. As part of the annual programming, the ED & CEO will ensure that there are multiple opportunities for the members to meet and/or voice their opinions, feedback and concerns.

5.1 Annual Membership Meeting: In accordance with the New Mexico Nonprofit NMTC Act (“Act”), NMTC will host a membership meeting at a date, time, and location designated by the ED & CEO.

5.1.1 Notice of Membership Meeting: NMTC members will be notified either personally, by mail, or electronically by or at the direction of the ED & CEO no more than 50 days and no less than 10 days prior to the meeting.

Section 1

General Powers.

The management of all the Corporation’s affairs, property, and interests shall be managed by the ED & CEO and governed by its Board of Directors.

 

Section 2

Classes, Numbers and Terms:

2.1 Classes: The NMTC board of directors shall have four (4) classes:

2.1.1 General directors – voting rights.

2.1.2 Officers – The officers for NMTC are Chair, Vice Chair, Secretary, Treasurer, and Immediate Past Chair – all have voting rights.

2.1.3 Ex Officio – non‑voting, unless otherwise stated.

2.1.4 Emeritus – non‑voting, previous officer of the board.

2.2 Numbers: The number of voting directors to be suggested is a minimum of eleven (11) directors, including the five (5) officer roles. The ED & CEO will serve as a non‑voting member of the board, along with any other non‑voting directors.

2.3 Terms:

2.3.1 General directors are elected for a three (3) year term and may serve a maximum of two (2) consecutive three (3) year terms, if re‑elected. General directors may serve additional terms following a one‑year break in service.

2.3.2 Officers are elected for a two (2) year term. At the end of their term, they can be considered for a different officer role or return to a general director role, under the general term limits. After serving as the Chair and/or Immediate Past Chair, the officer can serve as an emeritus board member.

2.3.3 Ex Officio directors are appointed for the duration of their qualified role.

2.3.4 Emeritus directors serve at the pleasure of the board with no fixed term.

 

Section 3

Qualifications. All general directors and officers must be members of NMTC in good standing for the duration of their term and meet the criteria, including but not limited to, listed in the notebook, approved by the Board of Directors. The Board Notebook shall be provided to candidates prior to being considered for service on the Board of Directors.

 

Section 4

Director Liability.

Each Director is required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the best interests of NMTC. If a Director acts in good faith and in a manner that is reasonably in line with the best interests of NMTC as determined by a reasonably prudent person in similar circumstances, then they shall be immune from liability arising from official acts on behalf of the Corporation. Directors who fail to comply with this section of these Bylaws shall be personally liable to NMTC for any improper acts and as otherwise described in these Bylaws.

 

Section 5

Election of Directors and Officers.

New Directors shall be elected to fill vacant general and officer seats at the annual election. Nominations for board members and requests to serve on the board can be made at any time and will be forwarded to the Nominating Committee. The Nominating Committee will provide a slate of candidates to the Board of Directors for consideration ahead of the annual election.

 

Section 6

Resignation & Removal of Directors.

6.1 Elective Resignation: Any class of Directors may resign at any time by delivering written notice to the Chair of the Board of Directors and the ED & CEO. Should the Chair resign, they shall deliver written notice to the Vice Chair or ED & CEO.

6.2 Removal of Directors: Any director of NMTC may be removed at the discretion of the Executive Committee if deemed in the best interest of NMTC, including for but not limited to violations of conduct or failure to meet board qualifications.

 

Section 7

Vacancies. Any vacancy occurring on the Board of Directors, for any reason, may be left vacant or the Nominating Committee shall nominate a candidate for the vacant position. A successor director shall serve for the unexpired term of the predecessor and, at the conclusion of the unexpired term, shall be eligible for a regular term.

 

Section 8

Compensation. The Board of Directors, except for the ED & CEO, shall not be entitled to receive any compensation for serving on the Board of Directors, but they may, at the discretion of the Board, be reimbursed for reasonable expenses. Nothing herein contained shall preclude any director from serving NMTC in any other capacity and receiving compensation.

 

Section 9

Meetings.

9.1 Regular Meetings. The Board of Directors will hold regular quarterly meetings throughout the year, at such times and places as may be determined by the ED & CEO in cooperation with the Board of Directors.

9.1.1 Notice: The Board will be given a minimum notice of 30 days prior to the quarterly board meeting.

9.2 Special Meetings: Special meetings of the Board may be called by or at the request of the Chair or the Secretary, or upon the written request of any three (3) directors directed at the Chair.

9.2.1 Notice: The person(s) calling a special meeting shall, at least seven (7) days before the meeting, give written notice thereof.

9.3 Attendance and Failure to Object: Any director may participate in a meeting using any means of communication by which all directors may simultaneously hear each other. Attendance constitutes a waiver of notice unless an objection is made at the start or promptly upon arrival, or if they vote against or abstain from the action.

 

Section 10

Quorum and Voting.

10.1 Quorum: A quorum of fifty-one percent (51%) of the voting directors is required for transaction of business.

10.2 Voting: Each director entitled to vote has one vote. Unless otherwise specified, a majority of those present prevails.

10.3 Special Voting Requirements: A majority vote of all voting directors is required to adopt, amend, or repeal these Bylaws or to adopt a resolution dissolving the corporation.

10.4 Action by Consent: Any action may be taken without a meeting if written consent is signed by all directors.

 

Section 11

Duties of Officers.

11.1 Chair.

  • Call and preside over all Board meetings.
  • Provide leadership for strategic planning with the ED & CEO.
  • Ensure all orders and resolutions of the Board are carried out.
  • Superintend all other Officers of NMTC and ensure their duties are performed.

11.2 Vice Chair.

  • Attend all NMTC Board Meetings.
  • Provide strategic planning leadership with the ED.
  • Carry out the duties of the Chair if needed.
  • Lead the Nominating Committee.
  • Perform duties assigned by the Board.

11.3 Treasurer.

  • Attend all NMTC Board Meetings.
  • Provide strategic planning leadership with the ED.
  • Chair the Finance Committee:
    • Review monthly, quarterly, and annual financial reports.
    • Ensure appropriate financial policies and procedures.
    • Support budgeting, fundraising, and long‑term financial planning.

11.4 Secretary.

  • Attend all Board Meetings.
  • Provide strategic planning leadership with the ED & CEO.
  • Ensure full minutes of all meetings are recorded and stored.
  • Record attendance, discussions, votes, and key actions.

11.5 Immediate Past Chair.

  • Ensure a smooth transition to the new Chair.
  • Advise the incoming Chair on board culture and protocols.
  • Serve as a member of the Executive Committee.

 

Section 12

Duties of the ED & CEO.

  • Collaborate with the Board on strategic vision.
  • Develop an annual work plan aligned with NMTC’s mission.
  • Manage NMTC operations, including membership and events.
  • Oversee finances and ensure adherence to budget and policies.
  • Handle communications and brand management.
  • Lead human resources to foster positive culture and productivity.
  • Plan and execute exceptional NMTC events statewide.
  • Perform other duties as assigned by the Executive Committee.

Section 1

Standing Committees.

There shall be three (3) standing committees, all of which the ED & CEO will attend:

1.1 Executive Committee: The Executive Committee shall consist of the Chair, Vice Chair, Secretary, Treasurer, Past Chair and the ED & CEO (as a non‑voting member). The purpose of this committee is to provide support and guidance to and partnership with the ED & CEO in the governance of NMTC. Additionally, the Executive Committee shall provide a formal performance review to the Executive Director & CEO from time to time.

1.1.2 Between meetings of the Board of Directors, the Executive Committee may exercise the Board’s authority, except in matters involving significant, long‑term impact on the organization. These exceptions include amending the Articles of Incorporation or Bylaws, approving a merger or consolidation, authorizing the sale, lease, exchange, or other disposition of NMTC’s property and assets, or approving the voluntary dissolution of NMTC.

1.1.3 The Executive Committee will provide oversight of NMTC finances and financial planning, as managed by the ED & CEO. The ED & CEO will provide the Executive Committee with monthly financial reports and the Treasurer shall perform a formal review of those reports. The ED & CEO and Treasurer will partner to propose financial policies, procedures and plans for review by the Executive Committee and final approval by the Board of Directors.

1.2 Nominating Committee: The Nominating Committee shall consist of the Vice Chair, who will act as chair, and a minimum of three (3) directors. This committee will partner with the ED & CEO to recruit and present a slate of candidates to the Board of Directors for the annual election.

 

Section 2

Select Committees & Task Forces.

To assist the Board of Directors in executing the mission of NMTC, the Chair may appoint select committees and task forces ad hoc and as necessary.

2.1 Select Committees: Must include a chair, serving as an expert or leader in the committee area, and a minimum of three (3) directors. To be approved, the committee chair must provide a charter that defines the purpose, key objectives, KPIs and duration of the committee for review by the Executive Committee. Select committees will be reevaluated on a yearly basis.

2.2 Task Forces: On occasion the Board of Directors may appoint a team to address specific, time‑bound projects. Task Forces must include a chair, who will lead the task force area, and a minimum of three (3) directors. To be approved, the task force chair must provide an outline of the task force scope and duration that defines the purpose, key objectives and KPIs, for approval by the Executive Committee. Task forces should last no more than one year and are meant to drive results in a short amount of time.

Section 1

Fiscal Year.

The fiscal year of NMTC shall be January 1 to December 31.

 

Section 2

Distribution of Assets Upon Dissolution.

In the event of the dissolution of NMTC, any assets remaining after all debts and other liabilities of NMTC have been paid or otherwise provided for shall be contributed by NMTC as determined by the Board of Directors, but subject to the requirements of the Internal Revenue Code for Section 501(c)(6), to such other active nonprofit organizations which have as a purpose the support, encouragement and development of technology enterprises in the State.

 

Section 3

Written Notice.

In any situation where these Bylaws require or permit the giving of written notice, waiver, request, or consent, such notice, waiver, request or consent may be personally delivered or sent by mail or electronic mail.

Section 1

Fiscal Year.  The fiscal year of NMTC shall be January 1 to December 31.

 

Section 2

Distribution of Assets Upon Dissolution.  In the event of the dissolution of NMTC, any assets remaining after all debts and other liabilities of NMTC have been paid or otherwise provided for shall be contributed by NMTC as determined by the Board of Directors, but subject to the requirements of the Internal Revenue Code for Section 501(c)(6), to such other active nonprofit organizations which have as a purpose the support, encouragement and development of technology enterprises in the State.

 

Section 3

Written Notice.

In any situation where these Bylaws require or permit the giving of written notice, waiver, request, or consent, such notice, waiver, request or consent may be personally delivered or sent by mail, or electronic mail.