BILLY THE KID OUTLAW GANG
A NEW MEXICO NON-PROFIT ORGANIZATION
SECTION 1:The Name of this corporation shall be BILLY THE KID OUTLAW GANG
SECTION 2:The principle office of the corporation in the State of New Mexico shall be located
in Lincoln County. The corporation may have such other offices, either within or
without the State of New Mexico, as the board of directors may designate or as
the business of the corporation may require from time to time. The initial
registered office of the corporation was located at 404 Avenue C, Ft. Sumner,
New Mexico, 88119 and is currently located at P.O. Box 1881 Capitan, New
New Mexico, 88316. The board of directors may change the registered office of the
corporation to another location within the State of New Mexico from time to
time. The registered office of the corporation required to be maintained within the
State of New Mexico may be, but need not be, identical with the principle office
of the corporation. If required by the laws of the other states, the board of
directors may, from time to time, designate additional registered offices of the
corporation in such other states where the corporation may do business.
ARTICLE II:Purpose and Powers
SECTION 1:The purposes for which the corporation is formed are to promote the State of New
Mexico, by activities, ventures, and endeavors which are concentrated around the
civic, historical and cultural life and times of the notorious outlaw, Billy the Kid
and his outlw gang, Sheriff Pat Garrett and his posse, and other notable
characters of American western history. The corporation shall further have as it's
lawful purpose the promotion of the State of New Mexico by activities, reunions,
carnivals, parades and fairs having as their central theme the history of Billy the
Kid, his outlaw gang, Sheriff Pat Garrett, his posse, and other notable historical
figures from the Stat of New Mexico and to further engage in such other
purposes, whether they be charitable, benevolent, educational, civic, patriotic,
social, fraternal, literary, or cultural, as may be allowed under the New Mexico
Nonprofit Corporation act.
No such change in the purposes for which the corporation is formed shall become
effective intil Articles of Incorporation containing such amended purpose or
purposes os filed with the New Mexico State Corporation Commission.
The purposes for which the corporation is formed may be amended, diminished,
and enlarged or otherwise changed by the decision of the board of directors,
subject to the requirements of law pertaining to the nonprofit purposes for which a corporation may exist.
SECTION 2:The corporation shall have the following powers:
to be impressed or affix or in any other manner reproduced, but the failure of the corporation to
have or affix a corporate seal shall not affect the validity of any instrument of any
action taken in pursuance thereof or in reliance thereon.
otherwise acquire, own, hold, improve, use or otherwise deal in and with real or
personal property, or any interest therin, wherever situated.
dispose of all or any part of its property and assets.
vote, use , emloy, sell mortgage, lend, pledge, or otherwise dispose of, and
otherwise use and deal in and with, shares or other interests in, or obligations of,
other domestic or foreign corporations, whether for profit or not for profit, associations.
Partnership, limited partnerships or individuals, or direct or indirect obligations of
The United States of America or of any other goverment, state, territory,
govermental district or municipality or of any instrumentality theeof.
rates of interest as the corporation may determine, issues its notes, bonds and other
obligations and secure any its oligations by mortgage or pledge of all or any of
its property, franchises and income.
hold real and personal property as security for the payment of funds so loaned or
invested.
the powers granted by the New Mexico Nonprofit Corporation Act or under
similar laws in any state, territory, district or possession of the United States of
America, or in any foreign country.
members and define their duties and fix their compensation.
or with the laws of New Mexico, for the administration and regulation of the
affairs of the corporation.
educational purposes, and in time of war to make donations in aid of activities.
plans and other incentive plans for any or all of its directors, officers and
employees.
the purposes for which the corporation is organized.
At no time shall any of the above referenced powers be used or carried on for purposes of
propaganda, nor shall the powers of the corporation be used in an attempt to influence legislation,
nor shall the corporation participate in, or intervene in any political campaign on behalf of any
candidate for public office. No part of the income or profit of the corporation shall insure to the
benefit of any private individual, contributor, director, memer or officer of the corporation
without a vote of approval of the board of directors.
ARTICLE III: Members
SECTION 1: Any reputable individual, association, partnership, corporation, trust, estate, group
or firm that is in sympathy with the purposes of the corporation may apply to
become a member of the corporation by submitting an initial annual membership
fee. The board of directors shall have the power to accept or decline the
application. The board of directors shall have the power to increase the
membership fee, from time to time, and shall be permitted to charge different
membership fees for corporation and firms opposed to individual membership.
SECTION 2:Any member of the corporation may have his, her or its name removed from the list
of members of the corporation upon written request to the corporation.
SECTION 3: All members shall be entitled to cast one (1) vote per membership on any and all
matters which may be referred to the vote of the membership by the board or directors.
SECTION 4:Any members may cast his, her or its vote either in person, by way of ballot, if
authorized by the board of directors from, or by proxy. No written proxy shall be
recognized uless it is approved by the corporation prior to any vote being cast by
the person holding the proxy. All proxies shall state the full name of the member
granting the proxy, the date the proxy is executed, the full name and address of the
person appointed as proxy for the member, and shall be deemed continuing in
nature unless limited on its face to a particular matter to be voted on.
ARTICLE IV:Directors
SECTION 1:The business and affairs of the corporation shall be transacted by a board of
directors comsisting of twenty-one (21) directors.
SECTION 2: The board of directors shall annually make or renew the appointment of the various
officers of the corporation and members of the board of directors. The board of
directors shall havr the power to remove any officer or member of the corporation
as its 'discretion' any time. Any officer resigning
his/her seat on the board of directors.
SECTION 3:The board of directors may, from time to time, fix and set the compensation, if any,
to be recieved by the directors, officers or employees of the corporation.
SECTION 4: Meetings of the board of directors shall be held at a time, and date and place to be
determined from time to time by the board, or may be held upon the
recommendation of any director. Notice of the annual meeting of the board of
directors shall be sent to all directors at least fourteen (14) days prior to the date of the meeting
SECTION 5: Seven directors present in person or by recognized proxy at any meeting of the
board of directors shall be deemed a quorum. Any director may execute a written
proxy designating another director to cast his or her vote at any annual or special
meeting of the board of directors on any or all matters, which should come before
the board. The provision relating to use of proxies by members shall apply to the
use of proxies by the directors of the corporation, as set forth in these by-laws.
SECTION 6: The act and decision of a majority of the directors present in person or by proxy at
any meeting of the board of directors at which quorum is present shall be deemed
the act and decision of the board of directors. Action may be lawfully taken by the
board of directors without meeting if a written consent setting forth the proposed
action to be taken is agreed to by a majority of the board of directors responding.
SECTION 7: All directors of the corporation shall be members of the corporation in good standing.
SECTION 8: Minutes shall be kept of all meetings of the board of directors and shall be
reviewed and approved by the board of directors at the first opportunity of the
board or at a subsequent meeting of the board.
SECTION 9: Any vacancy occurring in the slate of officers or board of directors shall be filled
by the majority vote of the remaining members of the board. The board of
directors shall be entitled to set forth such additional procedures for the
nomination and selection of directors to fill any vacancies as the board may determine.
SECTION 10: Any director who is present at a meeting of the board of directors at which action
is taken on a corporate matter is presumed to have assented to the action taken
unless his or her dissent shall be entered in the minutes of the meeting or unless a
written dissent is filed with the board of directors.
ARTICLE V: Officers
SECTION 1: The officers of the corporation shall consist of a president, two (2) vice presidents,
a secretary, and an assistant secretary, a treasurer, each of
who shall be elected by the board of directors annually. Each officer shall hold
office until his or her successor shall have been duly elected by the board of
directors. All officers of the corporation shall be members in good standing in the
corporation who are duly elected directors.
SECTION 2: The president shall be the principal executive officer of the corporation and subject
to the control of the board of directors. The president shall generally supervise and
control the day by day business of the corporation and shall perform all duties
incident to the office of president. The president shall have power to sign
certificates of membership, contracts, instruments of conveyance and other
documents for an on behalf of the corporation. The president shall further have the
power to sign checks, notes, appoint agents and employees subject to the direction
of the board of directors. The presidents shall further perform such additional duties
as may be prescribed by the board of directors.
SECTION 3: The vice president of the corporation, subject to control of the board of directors,
shall preside over the affairs and business of the corporation in the absence of the
president and shall further serve as the chairpersons of such committees as may be
designated by the board of directors.
SECTION 4:The secretary and assistant secretary shall (1)Keep the minutes of the meetings of the
board of directors and of the members on one or more books provided for that
purpose; (2) be responsible for the proper giving of notices which may be required
by these by-laws or as required by law; (3) Act as custodian of the corporate
records; (4) establish and continously maintain a register of the names and
addresses of the members, officers and directors of the corporation; (5)sign with
the president or any other officer authorized by the board of directors for and on
behalf of the corporation; and (6) to generally perform all duties as from time to
time may assigned to the secretary and assistant secretary by the president or by
the board of directors.
SECTION 7:The treasurer and assistant treasurer shall: (1)have charge and custody of and be
responsible for all funds and securities of the corporation; (2) recieve and give
reciepts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as the board of directors may from
time to time determine; and (3)shall generally perform all of the duties incident to
the offices of treasurer and assistant treasurer as from time to time may be
determined by the president or by the board of directors. If required by the board
of directors, the treasurer, and the assistant shall give a bond for the faithful
discharge of their duties in such sim and with such suerty or sureties as the board
of directors may determine.
ARTICLE VI: Contracts, Loans,
Checks and Deposits
SECTION 1: The board of directors may authorize any officers or officers to make and enter into
any contract or execute and deliver any instrument in the name of and on behalf of
the corporation, and such authority may be general or confined to specific instances.
SECTION 2:No loans shall be contracted for or on behalf of the corporation and no evidence of
indebtedness shall be issued in the corporate name unless authorized by a
resolution of the board of directors, and such authority may be general or confined
to specific instances.
SECTION 3:All checks, drafts, or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed by
such officer or officers of the corporation and in such manner as shall from time to
time be determined by resolution of the board of directors.
SECTION 4:All funds of the corporation not otherwise employed shall be deposited from time to
time to the credit of the corporation in such banks, trust companies or other
depositories as the board of directors may determine by resolution.
ARTICLE VII: Fiscal Year
SECTION 1:The fiscal year of the corporation shall end on July 31 of each year.
ARTICLE VIII:Amendment
SECTION 1:The board of directors may make, alter or amend these by-laws at any regular
meeting, or at any special meeting for that purpose, provide that notice of any
such meeting shall be sent to each director at least fourteen (14) days prior to such
meeting, which notice shall clearly set forth the nature of the proposed amendment of changes to these by-laws.
SECTION 2: No amendment of these by-laws by the board of directors shall be valid, binding or
enforceable until such time as the amended or restated by-laws are filed with the
New Mexico State Corporation Commission.
