Arizona Nonprofit Bylaws by bcn14815

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									                    BYLAWS FOR CITIZENS FOR PICTURE ROCKS,
                               an ARIZONA NONPROFIT CORPORATION
                                                  ARTICLE ONE.

                                                       NAME

        The name of this organization shall be Citizens for Picture Rocks, Inc.

                                                  ARTICLE TWO.

                                                     PURPOSE

         Citizens for Picture Rocks, Inc. (“the Corporation”) shall exist solely for the purpose of promoting the common
good and general welfare of the community. The Corporation shall be and is a non-profit corporation under the laws of the
State of Arizona and under 501(c)4 of the United States Internal Revenue Service Code. The service and membership
area of the Corporation is Picture Rocks, which consists of: all of the land, except that owned or held in trust by political
subdivisions of federal, state, or county governments, in the south ½ of Township 12 South, Range 10 East; the south ½ of
Township 12 South, Range 11 East; Township 13 South, Range 10 East; Township 13 South, Range 11 East; the north ½
of Township 14 South, Range 10 East; and the north ½ of Township 14 South, Range 11 East, County of Pima, Arizona.

                                                  ARTICLE THREE.

                                                     MEMBERS

    Section 1. Membership. Any adult residing within the service area of the Corporation and who supports the purposes
of Citizens for Picture Rocks, Inc. shall be eligible for membership upon payment of initiation fees and dues as
established by the Corporation. New members shall be granted full voting privileges effective the meeting following the
month in which they join.

    Section 2. Initiation Fee and Dues. The membership shall establish from time to time the amount and payment terms
of the initiation fee and dues, if any. The Treasurer shall notify members two (2) months in arrears, and those whose dues
are not paid within two (2) months thereafter shall automatically be dropped from membership in the Corporation.
Previous members may have their membership reinstated without the endorsement of another current member if their
membership is brought current within one year of being dropped.

    Section 3. Rights of Members. Each member of the Corporation shall be entitled to one vote on each matter submitted
to a vote at a Regular or Special Membership meeting, except to the extent that the voting rights are limited or denied by
the Articles of Incorporation. No member shall be entitled to any dividend or any part of the income of the Corporation or
to share in the distribution of the corporate assets upon dissolution. The Board of Directors has the discretion to decide
which, if any, matters shall be submitted to the members for a vote, except that the following decisions will always be
submitted to the membership for a vote: the amount and payment terms of the initiation fee and dues, dissolution of the
corporation, merger or consolidation with another corporation, sale of substantially all the corporation’s assets, and
amendments to the corporation’s articles of incorporation or bylaws.

    Section 4. How the Membership Can Act Legally. The membership may act only at a properly called meeting of the
membership where a quorum is present. At such a meeting, a vote of a simple majority of the members in attendance
shall be an act of the membership, except that a two-thirds majority of the members in attendance shall be required for the
following: dissolution of the corporation, merger or consolidation with another corporation, sale of substantially all the
corporation’s assets, and amendments to the corporation’s articles of incorporation. The attendance of the lesser of either
ten (10) members or ten (10) percent of the membership shall constitute a quorum for the conduct of business at either a
Regular or Special Membership Meeting.


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                                          ARTICLE FOUR.

                                 MEETINGS OF THE MEMBERSHIP

    Section 1. Regular Membership Meetings. The regular meetings of the Corporation shall be held on the third Tuesday
of each month at the Picture Rocks Community Center unless otherwise ordered by the Corporation.

    Section 2. Annual Membership Meeting. The regular membership meeting occurring in October of each year will be
known as the annual membership meeting and will be held at a place and time as shall be designated by the Board of
Directors in the notice of the meeting to the membership for the purpose of electing directors and officers, receiving
reports, and for the transaction of such other business as may come before the meeting.

    Section 3. Notice of Annual Membership Meetings. Written notice of the Annual Membership Meeting shall be given
not less than 10 calendar days nor more than 60 calendar days before the date that such a meeting is to be held. Such
written notice shall be delivered by mail, in person, or by facsimile, or by e-mail and shall state the place, day, and time of
the meeting.

    Section 4. Special Membership Meetings. Special Membership Meetings may be called at any time by the President,
by a majority of the Board of Directors, or on written request of the lesser of either ten (10) members or ten (10) percent
of membership.

    Section 5. Notice of Special Membership Meetings. Notice of Special Membership Meetings shall be given in the
exact same manner as notice for the Annual Membership Meeting as provided for above, except that the notice shall
contain the purpose for which the meeting is called.

                                          ARTICLE FIVE.

                                     BOARD OF DIRECTORS

    Section 1. General Powers. The Board of Directors (“Directors”) of this Corporation is vested with the management
of the business and affairs of this Corporation, subject to the Arizona Non-Profit Corporation Act, the Articles of
Incorporation, and these bylaws.

    Section 2. Number, Tenure, and Qualifications. The number of directors of the corporation shall be seven (7). No
person shall be eligible to become or remain a director who is not a member of the Corporation. Directors shall serve
terms of three (3) years or until their successors are elected, and their term of office shall begin at the close of the annual
or special meeting of the members at which they are elected. A Director may succeed him or herself for only one
consecutive term. After serving two consecutive terms, a Director must vacate his or her position for at least one year
before seeking re-election to another term. Until the first meeting for electing the Directors occurs, the initial Board of
Directors shall consist of the persons listed in the Articles of Incorporation as constituting the initial Board.

    Section 2A. Nominations. At least two months prior to the Annual Meeting a call shall be made for those interested
in being nominated as candidates for the Board of Directors to declare their candidacy. Acting on recommendations from
a duly established committee, or on its own authority, the Board of Directors shall prepare a slate of candidates for
nomination to be presented to the membership at the regular meeting prior to the Annual Meeting. At the Annual Meeting
additional nominations may be made from the floor.

    Section 3. Staggered Terms. There shall be staggered terms of office for Directors. The system for staggered terms of
office shall be implemented as follows: At the meeting of the Board of Directors at which these bylaws are adopted there
shall be a drawing in order to determine the initial terms of the Directors. After the drawing, one board member shall
have an initial term of one year, two board members shall have terms of two years, and two board members shall have
terms of three years. The minutes of this board meeting shall show the results of the drawing. Initial directors serving less
than a full three-year term as their initial term (i.e., directors who draw a one-year term or two-year term), shall be
considered to have served a full three-year term for purposes of the limits on more than two successive terms.

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     Section 4. Resignation. Any Director may resign at any time by delivering written notice to the Secretary or President
of the Board of Directors. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.

    Section 5. Removal. Any Director may be removed for cause, at any time, by a majority of the entire Board of
Directors, at a Regular or Special Meeting called for that purpose. Any Director under consideration of removal must first
be notified about the consideration by written notice at least five days prior to the meeting at which the vote takes place.

    Section 6. Vacancies. Vacancies shall be filled by majority vote of the remaining members of the Board of Directors,
though less than a quorum, and the Director filling the vacancy shall serve for the remainder of the term of the
directorship that was vacated. Vacancies shall be filled as soon as practical. Any Director may make nominations to fill
vacant directorships.

    Section 7. Compensation. Directors shall not receive any salaries or other compensation for their services, but, by
resolution or policy of the Board of Directors, may be reimbursed for any actual expenses incurred in the performance of
their duties for the Corporation. The Corporation shall not loan money or property to, or guarantee the obligation of, any
Director.

                                                  ARTICLE SIX.

                                                  COMMITTEES

    The Board of Directors or the general membership may from time to time designate and appoint standing or
temporary committees by majority vote. Such committees shall have and exercise such prescribed authority as is
designated by the Board of Directors or the general membership, respectively. The Directors or general membership,
respectively, may authorize these committees to exercise any powers, responsibilities, and duties consistent with the
Articles of Incorporation and these bylaws.



                                                  ARTICLE SEVEN.

                                                     OFFICERS

    Section 1. Number. The Corporation shall have a President, Vice President, Secretary, and Treasurer. The Corporation
may have, at the discretion of the Board of Directors, such other officers as may be appointed by the Directors. One
person may hold two or more offices, except those serving as President or Secretary.

    Section 2. Election and Term of Office. All officers shall serve one-year terms. The Board shall elect its officers as
soon as practicable following the Annual Meeting, subject to membership approval at the meeting following the Annual
Meeting. Each officer shall hold office until his or her successor has been duly elected and qualifies or until his or her
death or until he or she resigns or is removed in the manner hereinafter provided. Officers may serve consecutive terms
without limit. The election of officers shall be by simple majority vote of the members attending the meeting, providing a
quorum in present.

    Section 3. Removal. Any officer or agent elected or appointed by the board of directors may be removed by the
membership whenever in its judgment the best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so removed.

    Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise,
shall be filled by the Board as soon as practical, by majority vote of the members present, for the unexpired portion of the
term.



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Section 5. President.
•   The President will supervise and control the affairs of the Corporation and shall exercise such supervisory powers
    as may be given him or her by the membership.

•   The President will perform all duties incident to such office and such other duties as may be provided in these
    bylaws or as may be prescribed from time to time by the membership. The President shall preside at all board and
    membership meetings and shall exercise parliamentary control in accordance with Roberts Rules of Order. In
    addition, the President shall retain all the rights and privileges accruing to a Director, including voice and vote.

•   The President shall serve as an ex-officio member of all standing committees, unless otherwise provided by the
    membership or these bylaws.

•   The President shall, with the advice of the Board of Directors and in accordance with the requirements of these
    bylaws, set the agenda for each meeting of the Board of Directors and the membership.

Section 6. Vice President.
•   The Vice President shall act in place of the President in the event of the President's absence, inability, or refusal to
    act, and shall exercise and discharge such other duties as may be required by the board.

•   The Vice President shall serve as the parliamentarian and interpret any ambiguities of the bylaws.

Section 7. Secretary.
•   The Secretary will perform all duties incident to the office of Secretary and such other duties as may be required
    by law, by the Articles of Incorporation, or by these bylaws.

•   The Secretary shall attest to and keep the bylaws and other legal records of the Corporation, or copies thereof, at
    the principal office of the Corporation.

•   The Secretary shall take or ensure that someone takes minutes of all meetings of the committees, the Board of
    Directors and the membership, and shall keep copies of all minutes at the principal office of the Corporation.

•   The Secretary shall keep a record of the names and mailing addresses of the Directors at the principal office of the
    Corporation.

•   The Secretary shall keep an up-to-date record of all members and their mailing addresses at the principal office of
    the Corporation.

•   The Secretary shall, with the approval of the Board of Directors, set up procedures for any elections held by the
    Corporation. The Secretary shall keep a record of all votes cast in such elections.

•   The Secretary shall ensure that all records of the Corporation, minutes of all official meetings, and records of all
    votes, are made available for inspection by any member at the principal office of the Corporation during regular
    business hours.

•   The Secretary shall see that all notices are duly given in accordance with these bylaws or as required by law.

•   The Secretary shall see that all books, reports, statements, certificates, and other documents and records of the
    Corporation are properly kept and filed.
                                           Page 4
    •   In the case of the absence or disability of the Secretary, or the Secretary's refusal or neglect to fulfill the duties of
        Secretary, the Vice President shall perform the functions of the Secretary.

    Section 8. Treasurer.
    •   The Treasurer will have charge and custody of all funds of the Corporation, will oversee and supervise the
        financial business of the Corporation, will render reports and accountings to the Directors as required by the
        Board of Directors or the membership and will perform in general all duties incident to the office of Treasurer and
        such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws, or which may
        be assigned from time to time by the Board of Directors or the membership.

    •   The Treasurer and the staff of the Corporation shall devise a plan providing for the acceptance and disbursement
        of all funds of the Corporation, which shall be approved by the membership.

    •   The Treasurer, with the approval of the membership, shall set up all checking, savings, and investment accounts
        of the Corporation and deposit all such funds in the name of the Corporation in such accounts.

    •   The Treasurer's signature shall be the authorized signature for all checking, savings, and investment accounts of
        the Corporation unless the Treasurer, with the approval of the Board of Directors, designates another member of
        the Board of Directors or employee of the Corporation as the authorized signatory for a particular type of
        disbursement.

    •   The Treasurer shall prepare a monthly report for the membership, providing an accounting of all transactions and
        of the financial conditions of the Corporation.

    •   The Treasurer shall keep all financing records, books, and annual reports of the financial activities of the
        Corporation at the principal office of the Corporation and make them available at the request of any Director or
        member of the Corporation during regular business hours, or at a mutually agreed upon time, for inspection and
        copying.


                                                   ARTICLE EIGHT.

                                                  BOARD MEETINGS

    Section 1. Place of Board Meetings. Regular and Special Meetings of the Board of Directors will be held at the
Picture Rocks Community Center or at any other place that the President may designate within the service area of the
Corporation.

    Section 2. Regular and Special Meetings. Regular meetings of the Board of Directors shall be held each month
immediately prior to each regular membership meeting, or more frequently as deemed necessary by the Board of
Directors. Special Meetings may be called by the President or any three Directors. An orientation meeting will be held
each year for the new members of the Board of Directors as soon as practical following their election.

    Section 3. Notice of Board Meetings. Notice of the date, time, and place of Regular or Special Meetings of the board
shall be given to each board member by regular mail, telephone (including voice mail), facsimile, or e-mail no less than
two (2) calendar days notice prior to the meeting, with the exception of special meetings held to consider amendments to
the Articles of Incorporation or bylaws for membership consideration, for which a 10-day written notice by mail or
facsimile shall be required specifying the proposed amendment.

    Section 4. Waiver of Notice. Attendance by a Director at any meeting of the Board of Directors for which the Director
did not receive the required notice will constitute a waiver of notice of such meeting unless the Director objects at the

                                               Page 5
beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or
convened.

    Section 5. Quorum. A majority of the incumbent Directors (not counting vacancies) shall constitute a quorum for the
purposes of convening a meeting or conducting business. At Board meetings where a quorum is present, a majority vote
of the Directors attending shall constitute an act of the Board unless a greater number is required by the Articles of
Incorporation or by any provision of these bylaws or by Robert’s Rules of Order.

     Section 6. Actions without a Meeting. Any action required or permitted to be taken by the Board of Directors under
the Arizona Non-Profit Corporation Act, the Articles of Incorporation, and these bylaws may be taken without a meeting,
if a majority of Directors individually and collectively consent in writing, setting forth the action to be taken. Such written
consent shall have the same force and effect as a unanimous vote of the Board.

   Section 7. Open Meetings. Meetings shall be open to the membership, except when personnel, real estate, or litigation
matters are being discussed.

    Section 8. Proxy Voting Prohibited. Proxy voting is not permitted.


                                                  ARTICLE NINE.

                                             RULES OF PROCEDURE

   The proceedings and business of the Board of Directors and the membership shall be governed by Robert's Rules of
Order unless otherwise provided herein.

                                                  ARTICLE TEN.

                                                  FISCAL YEAR

        The fiscal year of the corporation shall be the calendar year, January 1 to December 31.

                                                  ARTICLE ELEVEN.

                                                         SEAL

    The Board of Directors may provide a corporate seal, which shall be circular in form and shall have inscribed thereon
the name of the corporation and the state of incorporation and the words “Corporate Seal.” The seal shall be stamped or
affixed to such documents as may be prescribed by law or custom or by the board of directors.

                                                  ARTICLE TWELVE.

                                                     AMENDMENTS
    These bylaws may be altered, amended, or repealed and new bylaws may be adopted at any regular or special meeting
of Members, duly called and held, by the vote of two-thirds of the Members present at a meeting at which a quorum is
present.




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