(Adopted November 5, 2025)
CHAPTER I
Dues and Contributions
Section 1. The dues of Members shall be established by majority vote of the Board of Directors. Full dues shall be payable on January 1 of each calendar year. Dues are past due effective March 31 of each calendar year. There is no pro-ration of dues for members joining at any other time of the calendar year.
Section 2. Any Member in arrears of dues on March 31 of any calendar year shall be dropped from membership.
Section 3. Record Date for Membership: voting rights vest in new members thirty (30) days prior to the date scheduled for a vote to be held.
Section 4. Any member whose dues are current may at any time request the Board of Directors to consider a matter they raise.
Section 5. The disposition of any monetary or in-kind contribution to the Society shall be determined by the Board of Directors.
CHAPTER II
Meetings
Section 1. The regular program meetings of the Society shall be held on the third Wednesday of most months, subject to change by a majority vote of the Board of Directors.
Section 2. The annual meeting of the general membership shall be held on the third Wednesday of November of each calendar year, subject to change by a majority vote of the Board of Directors.
Section 3. The President shall preside at and act as chairperson of any meeting of the members or, if they are not present or available, then any other available Office or member of the Board of Directors may preside.
CHAPTER III
Duties of Officers
Section 1. A President, a Vice President, a Secretary, and a Treasurer shall be elected annually by and from the Board of Directors, including alternate Directors, and shall serve for one year or until a successor is elected. These officers shall perform their duties as described in these Rules of Procedure and in the Bylaws. Each officer is limited to three consecutive terms in office but may serve again after stepping down for at least one year.
Section 2. The President shall exercise general supervision of the affairs of the GCAS and shall preside at its meetings. He/she shall chair the Executive Committee.
Section 3. The Vice-President shall act for the President in his/her absence and shall chair the program committee.
Section 4. The Secretary shall have charge of official GCAS records except those specifically placed under the control of another officer and shall keep a record of the membership of the GCAS. He/she shall issue notices and keep minutes of all meetings of the GCAS, of the Board of Directors, and of the Executive Committee, which shall be kept in books belonging to the GCAS, be open to inspection of the Directors, and subject to call by the GCAS.
Section 5. The Treasurer shall have custody of all GCAS funds and securities and shall receive and disburse moneys under the direction of the Board of Directors. He/she shall keep records of the GCAS’s financial condition and of the financial relations of Members to the GCAS. The Treasurer shall make a full report at the annual meeting of the GCAS’s financial condition including receipts and disbursements of the preceding year. The accounts of the Treasurer shall be kept in books belonging to the GCAS which shall be open to inspection of the Directors and subject to call by the GCAS.
CHAPTER IV
Duties of Directors
Section 1. The GCAS shall have a Board of Directors consisting of at least 3 and no more than 9 Directors who shall manage the business and affairs of the GCAS as described in these Rules of Procedure and in the Bylaws. The Board may at any time adjust the number of Directors serving on the Board within the minimum of 3 and maximum of 9 Directors.
Section 2. Directors shall be elected for terms of three years, considered to begin January 1 of the first year and end December 31 of the third year. Directors’ terms shall be staggered so that approximately one-third the number of Directors will end their terms in any given year. Directors may serve three-year terms in succession. An alternate may be elected each year to serve in the event a Director cannot fulfill his/her duties.
Section 3. The Directors may at any time elect a Member whose dues are current to honorary status on the Board.
Section 4. Ex-officio Directors may be elected by the Board for ability in specific areas outside the membership of the GCAS for terms to be determined by the Board of Directors.
Section 5. There shall be at least one standing committee of the Board of Directors, known as the Executive Committee, consisting of the officers. The President and Secretary shall be the Executive Committee’s chairperson and secretary, respectively.
Section 6. Each Director shall perform their duties in a manner that is in, or is not opposed to, the GCAS’s best interests, and performed with such care as an ordinarily prudent person would use under similar circumstances in a like position.
CHAPTER V
Financial Methods
Section 1. No financial obligation shall be incurred without approval of the Board of Directors or by adoption of a budget.
Section 2. No bills shall be paid unless approved by the Board of Directors. All checks, bills, invoices, or other orders for payment of money issued in the GCAS’s name shall be signed by such officer or agent of the GCAS and in such manner as the Board of Directors determines.
Section 3. The Treasurer shall neither deposit GCAS funds in any name except that of the GCAS nor invest GCAS funds without the Board of Directors’ authorization.
Section 4. The Treasurer shall balance the Society’s accounts as of December 31 of each year. The Board of Directors may at its discretion authorize an audit of the GCAS’s funds by an independent Certified Public Accountant or an Auditing Committee of the Board of Directors.
Section 5. Except as otherwise provided by resolution of the Board or Board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the Treasurer or other persons to whom the corporation has delegated authority to execute such documents in accordance with policies approved by the Board.
Section 6. No loans shall be contracted on behalf of the GCAS and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board. Such authority may be general or confined to specific instances.
CHAPTER VI
Amendments
Section 1. These Rules of Procedure may be amended at any stated meeting of the Board of Directors by a majority vote of the Directors present, provided that at least ten calendar days’ written, telephonic, or electronic notice is given.
CHAPTER VII
Dissolution Plan
In the event the GCAS is dissolved and ceases to exist for its stated objectives and purposes, the Secretary shall file a certificate of dissolution under the laws of the State of New Mexico and pursuant to the resolution of a majority of the Board of Directors then in office. The GCAS’s property and assets, after paying or providing for payment of all GCAS liabilities, shall be distributed upon dissolution in accordance with a majority vote of the Board of Directors then in office, and subsequently ratified by a 2/3 majority of those of the general membership whose dues are paid and current and who cast a vote, to one or more organizations exempt from taxation under Section 501(c)(3) of the Internal Revenue Code that have a purpose most nearly consistent with the GCAS’s mission and purpose. If a majority vote of the Board cannot be reached or if there is no known qualifying organization that has a charitable purpose at least generally similar to the GCAS’s, then the GCAS’s assets lawfully available for distribution shall be submitted to the Treasurer of the State of New Mexico to be added to the general fund.
Signed by Marianne Smith, GCAS President, on 5. November 2025