An Arizona Non-Profit Corporation
ARTICLE I - Offices
Registered Office. The
initial registered office of VOLUNTEERS FOR OUTDOOR ARIZONA, an Arizona non-profit
corporation (the "Corporation"), shall be located at 4250 East Camelback Road,
Suite 185K, in the City of Phoenix, State of Arizona 85018.
Other Offices. The
Corporation may also have offices at such other places, either within or without the State
of Arizona as the Board of Directors of the Corporation (the "Board of
Directors") may, from time to time, determine or as the business of the Corporation
Corporation is organized exclusively for educational and charitable purposes within the
meaning of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they
now exist or as they may be amended, in order to carry out those specific objectives and
goals set forth in the Articles of Incorporation.
ARTICLE II - Membership
The membership of the Corporation shall be open to all persons or entities who are
found to be interested in the purposes or objectives of this Corporation or its related
activities. Candidates for membership shall be
approved by the Board of Directors upon written application and payment of the membership
fees, if any. The application shall be
regarded as a guarantee on the part of the applicant of his, her or its interest in and
sympathy with the purposes of this Corporation and of his, her or its adherence to its
Bylaws, rules and regulations. Unless
otherwise determined by the Board of Directors, there shall be one class of members and
these members shall be nonvoting.
Dues and Benefits. Members
may be charged a membership fee, and/or a per-event activity participation fee, as
determined by the Board of Directors. The
membership fees, if charged, will be determined by the Board of Directors. The Corporation's Executive Committee, if any,
shall, from time to time, after consultation with the Board of Directors, present
recommendations to the Board regarding the dues, rights and benefits of membership. The Board of Directors shall consider the
recommendations, revise them as the Board deems necessary and proper, and promulgate a
schedule of dues, rights and benefits. The
schedule may be amended, from time to time, by the Board of Directors, after consultation
with the Committee. No member shall be deemed
to have any rights or benefits of membership other than as expressly provided herein. Members shall have no voting rights.
Termination of Membership.
Membership shall terminate upon death or resignation of a member or upon the
failure of a member to pay annual dues, if any, within ninety (90) days after the due
Property Rights. No
member shall have any right, title, interest or privilege of, in or to any of the property
or assets, including any earnings or investment income of the Corporation, nor shall any
of such assets or property be distributed to any member on the dissolution or winding up
Liability of Members.
No member of the Corporation shall be personally liable for any of its debts,
liabilities or obligations, nor shall any member be subject to any assessment other than
annum dues, if any.
shall have no right to call membership meetings of any kind.
ARTICLE III - Directors
corporate powers shall be exercised by or under the authority of, and the business and
affairs of the Corporation shall be managed under the direction of, the Board of
Directors. Directors must be natural persons
who are at least 18 years of age but need not be residents of Arizona.
specifically authorized by a resolution of the Board of Directors, the directors shall
serve in such capacity without compensation. The
directors may be paid their expenses, if any, of attendance at each meeting of the Board
of Directors. No such payments shall preclude
any director from serving in any other capacity and receiving compensation therefor.
Number, Election & Term.
The Corporation shall have a minimum of three directors to a maximum of nineteen,
as determined by the Board of Directors through 2/3's majority vote at a meeting where a
quorum is present. The number of directors of the Corporation shall be
fixed, from time to time, within any limits set forth in the Articles of Incorporation, by
resolution of the Board of Directors. Any
decrease in the number of directors shall not shorten the term of an incumbent director. Each person named in the Articles of Incorporation
as a member of the initial Board of Directors shall hold office until the first meeting of
directors, and until his or her successor shall have been elected and qualified or until
his or her earlier resignation, removal from office or death.
At the first meeting of directors, the Board of Directors shall elect one director to
serve a term of two (2) years; and two directors to serve a term of one (1) year. The election of two directors at the first annual
meeting in this manner establishes the necessary rotation of directors to enable the
election of director(s) at each subsequent annual meeting.
The Board of Directors may, at its discretion and by resolution, determine the
qualifications and requirements, if any, necessary to become a director of the
Corporation. The Board of Directors may, at
its discretion, waive any requirement or qualification for any particular director.
vacancy occurring in the Board of Directors, including a vacancy created by an increase in
the number of directors, may be filled by the affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of Directors, or by the sole
remaining director, as the case may be. A
director elected to fill a vacancy shall hold office for the unexpired term of his or her
predecessor in office. Any directorship to be
filled by reason of an increase in the number of directors may be filled by the board of
directors, but only for a term of office continuing until the next election of directors. The Nominating Committee recommends people to serve
on the Board. The Nominating Committee may
nominate more people than there are open positions on the Board. If a previous Board Member does not serve as a
director for at least six months, he/she may then be appointed by the existing Board to
serve the unexpired portion of another director's term, and then at the end of two years
can be elected to two (2) new two-year terms, if so elected.
Removal of Directors.
At a meeting of directors called expressly for that purpose, any directors may be
removed, with or without cause, by a vote of 2/3s of the full Board of Directors, if a
quorum is present. If a director misses three
consecutive meetings, he or she will be automatically removed, unless a satisfactory
excuse is produced to either the President or Vice President.
Quorum and Voting. A
majority of the number of directors fixed by or in accordance with these Bylaws shall
constitute a quorum for the transaction of business at any meeting of directors. If a quorum is present when a vote is taken, the
affirmative vote of a majority of the directors present shall be the act of the Board of
Directors. If a quorum is not present at a
meeting, the quorum for the next meeting shall be one-third of the number of directors. Telephonic participation is permitted. There shall be no cumulative voting for directors.
Deemed Assent. A
director who is present at a meeting of the Board of Directors or a committee of the Board
of Directors when corporate action is taken is deemed to have assented to the action taken
unless (i) the director objects at the beginning of the meeting (or promptly upon his
or her arrival) to the holding of the meeting or transacting specified business at the
meeting; or (ii) the director votes against or abstains from the action taken.
Board of Directors, by resolution, may designate from among its directors, non-directors,
members, non-members, officers, non-officers, or any other person the Board of Directors
may designate, an Executive Committee, a Nominating Committee and one or more other
committees, each of which must have at least two members and, to the extent provided in
the designating resolution, shall have and may exercise all the authority of the Board of
Directors, except such authority as may be reserved to the Board of Directors under
Arizona law. The Board of Directors, by
resolution adopted in accordance with this section, may designate one or more persons as
alternate members of any such committee who may act in the place and stead of any absent
member or members at any meeting of such committee.
and special meetings of the Board of Directors shall be held at the principal place of
business of the Corporation or at any other place, within or without the State of Arizona,
designated by the person or persons entitled to give notice of or otherwise call the
meeting. Meetings of the Board of Directors
may be called by the President, Vice President or a majority of the directors. A majority of the directors present, whether or not
a quorum exists, may adjourn any meeting of the Board of Directors to another time and
place. Notice of an adjourned meeting shall be
given to the directors who were not present at the time of the adjournment and, unless the
time and place of the adjourned meeting are announced at the time of the adjournment, to
the directors who were present Members of the Board of Directors (and any committee of the
Board) may participate in a meeting of the Board (or any committee of the Board) by means
of a telephone conference or similar communications equipment through which all persons
participating may simultaneously hear each other during the meeting; participation by
these means constitutes presence in person at the meeting.
Section 10. Notice
of Meetings. Regular meetings of the
Board of Directors may be held without notice of the date, time, place or purpose of the
meeting, so long as the date, time and place of such meetings are fixed generally by the
Board of Directors. Special meetings of the
Board of Directors must be preceded by at least five (5) days written notice of the date,
time and place of the meeting, which notice may be by fax or e-mail. The notice need not describe either the business to
be transacted at or the purpose of the special meeting.
Section 11. Waiver
of Notice. Notice of a meeting of the
Board of Directors need not be given to a director who signs a waiver of notice either
before or after the meeting. Attendance of a
director at a meeting shall constitute a waiver of notice of that meeting and a waiver of
any and all objections to the place of the meeting, the time of the meeting and the manner
in which it has been called or convened, except when a director states, at the beginning
of the meeting or promptly upon arrival at the meeting, any objection to the transaction
of business because the meeting is not lawfully called or convened. The waiver of notice need not describe either the
business to be transacted at or the purpose of the special meeting.
Section 12. Director
Action Without a Meeting. Any action
required or permitted to be taken at a meeting of the Board of Directors (or a committee
of the Board) may be taken without a meeting if the action is taken by the written consent
of all members of the Board of Directors (or of the committee of the Board). The action must be evidenced by one or more written
consents describing the action to be taken and signed by each director (or committee
member) or may be approved by e-mail, which consent(s) shall be filed in the minutes of
the proceedings of the Board. The action taken
shall be deemed effective when the last director signs the consent, unless the consent
ARTICLE IV - Officers
Corporation shall have a President, a Vice President, a Secretary and a Treasurer, each of
whom shall be appointed by the Board of Directors. Such
other officers and assistant officers and agents as may be deemed necessary or desirable
may be appointed by the Board of Directors, if any, from time to time. Any two or more offices may be held by the same
person. The position of Executive Director,
who shall not be an officer or director of the Corporation, may be created by the Board of
Directors, at its discretion, by resolution, at any time.
officers of the Corporation shall have the following duties:
President shall be the chief operating and executive officer of the Corporation and shall
have general and active management of the business and affairs of the Corporation subject
to the direction of the Board of Directors. The
President shall see to it that all orders and resolutions of the Board are carried into
effect. The President shall preside at all
meetings of the Board of Directors and members.
Vice President shall have such powers and perform such duties as the Board of Directors
shall from time to time designate. In the absence or disability of the President, the Vice
President shall have the powers and shall exercise the duties of the President.
Secretary shall have custody of and shall maintain all of the corporate records (except
the financial records), shall record the minutes of all meetings of the members and the
Board of Directors, shall authenticate records of the Corporation, shall send all notices
of meetings and shall perform such other duties as are prescribed by the Board of
Directors or the President.
Treasurer shall have custody of all corporate funds, securities and financial records,
shall keep full and accurate accounts of receipts and disbursements in books belonging to
the Corporation and shall deposit all moneys and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render an account of all his or her transactions as treasurer and
of the financial condition of the Corporation at regular meetings of the Board or when the
Board of Directors so requests. The Treasurer
will have authority to sign checks. The
Treasurer shall also perform such other duties as are prescribed by the Board of Directors
or the President.
Assistant Secretary and Assistant Treasurer, if any, may be appointed by the Board of
Directors and shall have such powers and shall perform such duties as shall be assigned by
them by the Board of Directors or by the President.
the Board of Directors creates the position of Executive Director, the Executive Director
shall have such duties and powers as shall be determined by the Board of Directors.
Resignation of Officer.
An officer may resign at any time by delivering written notice to the Corporation. The resignation shall be effective upon receipt,
unless the notice specifies a later effective date. If
the resignation is effective at a later date and the Corporation accepts the future
effective date, the Board of Directors may fill the pending vacancy before the effective
date provided the Board of Directors provides that the successor officer does not take
office until the future effective date.
Removal of Officer. The
Board of Directors may remove any officer at any time with or without cause.
compensation of officers shall be fixed, from time to time, at the discretion of the Board
of Directors. The Board of Directors may
enter into employment agreements with any officer of the Corporation.
ARTICLE V - Corporate Records
and Member Inspection Rights
Corporate Records. The
Corporation shall keep as permanent records minutes of all meetings of its members, if
any, Board of Directors and committees having any authority of the Board of Directors, a
record of all actions taken by the members or Board of Directors without a meeting, and a
record of all actions taken by a committee of the Board of Directors in place of the Board
of Directors on behalf of the Corporation.
Inspection Rights. The
Corporation shall maintain its records in written form or in another form capable of
conversion into written form within a reasonable time and may be inspected by any member,
or his or her agent or attorney, for any proper purpose at any reasonable time.
Corporate Information available to the Public. The Corporation shall maintain a registered agent
and registered office in accordance with Arizona law, and current information regarding
the Corporation shall be readily available to the public.
At a minimum, such information must include the text of the charter or articles of
incorporation and all amendments thereto, the name of the Corporation, the date of
incorporation, the street address of the principal office of the Corporation, the
Corporation's federal employer identification number, the name and business street address
of each director, the name of its registered agent, and the street address of its
ARTICLE VI - Indemnification
Right to Indemnification.
Each person (including here and hereinafter, the heirs, executors, administrators,
or estate of such person) (1) who is or was a director of the Corporation, (2) who is or
was an officer, agent or employee of the Corporation and as to whom the Corporation has
agreed to grant such indemnity hereunder, or (3) who is or was serving at the request of
the Corporation as its representative in the position of a director, officer, partner,
agent, or employee of another corporation, partnership, joint venture, trust or other
enterprise and as to whom the Corporation has agreed to grant such indemnity hereunder,
shall be indemnified by the Corporation as of right to the fullest extent permitted or
authorized by current or future legislation or by current or future judicial or
administrative decision (but, in the case of any future legislation or decision, only to
the extent that it permits the Corporation to provide broader indemnification rights than
permitted prior to the legislation or decision), against all fines, liabilities,
settlements, losses, damages, costs and expenses, including attorneys' fees, asserted
against him or incurred by him in his or her capacity as such director, officer, partner,
agent, employee or representative, or arising out of his or her status as such director,
officer, partner, agent, employee or representative. The
foregoing right of indemnification shall not be exclusive of other rights to which those
seeking indemnification may be entitled. The
Corporation may maintain insurance, at its expense, to protect itself and any such person
against any such fine, liability, cost or expense, including attorney's fees, whether or
not the Corporation would have the legal power to directly indemnify him against such
charges and expenses (including attorneys' fees) incurred by a person referred to in
Section 1 of this Article in defending a civil or criminal suit, action or proceeding
may be paid (and, in the case of directors of the Corporation, shall be paid) by the
Corporation in advance of the final disposition thereof upon receipt of an undertaking to
repay all amounts advanced if it is ultimately determined that the person is not entitled
to be indemnified by the Corporation as authorized by this Article, and upon satisfaction
of other conditions established from time to time by the board of directors or required by
current or future legislation (but, with respect to future legislation, only to the extent
that it provides conditions less burdensome than those previously provided).
Savings Clause. If
this Article or any portion of it is invalidated on any ground by a court of competent
jurisdiction, the Corporation nevertheless indemnifies each director of the Corporation to
the fullest extent permitted by all portions of this Article that has not been invalidated
and to the fullest extent permitted by law.
ARTICLE VII - Miscellaneous
Fiscal Year. The
fiscal year of the Corporation shall end on June 30 of each calendar year, unless
otherwise fixed by resolution of the Board of Directors.
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 the President, the
Treasurer or such other officer(s) or agent(s) of the Corporation as shall be determined,
from time to time, by resolution of the Board of Directors.
All checks of $1,000 or more shall require the signature of two officers of the
ARTICLE VIII - Amendment
These Bylaws may be altered, amended or
repealed, and new Bylaws adopted, by a 2/3s majority vote of the Board of Directors.