BYLAWS OF THE ARIZONA COMMUNITY ACTION ASSOCIATION, INC. Section A. Name ARTICLE I NAME AND PRINCIPAL OFFICE The name of this organization shall be THE ARIZONA COMMUNITY ACTION ASSOCIATION, INC., an Arizona non-profit corporation. Section B. Principal Office The principal office of THE ARIZONA COMMUNITY ACTION ASSOCIATION, INC., (ACAA) shall be located in Arizona at such an address as determined by the Board of Directors. The Board may also establish branch offices in places within the State of Arizona. ARTICLE II PURPOSE The purpose of ACAA shall be to engage in research and educational activities and to coordinate and implement programs relative to meeting the needs of the low-income residents of Arizona and the needs of those organizations that serve low-income residents. 1
ARTICLE III MEMBERSHIP Section A. Membership Categories There shall be three categories of general membership: 1) Individual, 2) Organizational, and 3) Corporate. Individual 1. Any Arizona resident 18 years of age or older may become an Individual member of ACAA by submitting a membership application form and paying such dues as are required by the Board of Directors for each membership year. Organizational 2. Any organization operating in Arizona may become an Organizational member of ACAA by submitting a membership application form and paying such dues as are required by the Board of Directors for each membership year. Eligible organizations are those with an interest in meeting the needs of lowincome Arizona residents including but not limited to, Community Action Agencies, their subcontractors and other private and public organizations including government agencies. Corporate 3. Private for-profit organizations may become a Corporate member of ACAA by submitting a membership application form and paying such dues as required by the Board of Directors for each membership year. 2
Section B, Termination of Membership 1. An Individual Membership shall be terminated upon the death of the member, upon written resignation of the member addressed to the ACAA Secretary, or upon failure to pay dues or have dues properly waived for renewing membership. 2. An Organizational Membership shall be terminated upon the dissolution of the member organization, upon written resignation from a duly authorized officer of the member organization addressed to the ACAA Secretary, or upon failure to pay dues or have dues properly waived for renewing membership. 3. A Corporate Membership shall be terminated upon the dissolution of the member organization, upon written resignation from a duly authorized officer addressed to the ACAA Secretary, or upon failure to pay dues for renewing membership. Section C. Membership List The Secretary of ACAA shall maintain a list of all members in good standing and shall provide this information as required for membership mailings and for voting by the membership. "Members in good standing" shall consist of those members who have paid dues for the current year or had such dues waived and whose names are thereby certified by the Treasurer of ACAA and transmitted to the Secretary. 3
ARTICLE IV MEMBERSHIP YEAR AND DUES Section A. Membership Year The membership year shall be from the convening of one Annual Membership Meeting to the convening of the next Annual Membership Meeting, a period of approximately one year. Section B. Dues 1. Membership dues for individuals, organizations and corporations shall be established by the Board of Directors but may be waived or reduced upon written request by an Individual member applicant, or a duly authorized officer of an Organizational member applicant, addressed to the Treasurer of ACAA and upon approval by the Board of Directors. Corporate dues may not be waived or reduced. 2. The Board of Directors shall establish a deadline for payment or waiver of dues prior to the Annual Membership Meeting in order for the Secretary to produce a list of members in good standing. Only individuals, organizations and corporations that have paid dues or had dues waived by the deadline will be permitted to make nominations, vote, or be elected to office at the Annual Membership Meeting 4
ARTICLE V MEMBERSHIP Section A. Membership Meetings The Board of Directors shall schedule an Annual Membership Meeting at which time Planning District Representatives and Members-at-Large shall be elected to the Board. The Board of Directors shall schedule additional Membership Meetings each year as appropriate. Section B. Notice of Membership Meetings The Secretary of ACAA shall be responsible for ensuring that written notices of all membership meetings are mailed to all members not less than ten days and not more than forty-five days prior to the meeting date. The notice shall include the time and place of the meeting, an agenda, and such information as may be available on major agenda topics. Minutes of the previous meeting shall be included in the mailing. Timeliness of the notice shall be determined by the postmarked date. The call for Planning District Meetings, as part of the Annual Membership Meeting or as part of any Membership Meeting, shall be included as part of the notice of the Membership Meeting along with the item(s) to come before the Planning District Meetings. Section C. Quorum at Membership Meetings Persons in attendance at all duly called Membership Meetings, including Planning District Meetings, shall constitute a quorum. Section D. Voting at Membership Meetings 1. Each Individual member shall have one vote at Membership meetings including 5
Planning District Meetings that are a part thereof. 2. Each Organizational member (except agencies noted in Article VI, Section C., of these Bylaws) shall designate, in writing, addressed to the ACAA Secretary, one representative who shall be entitled to cast one vote at all membership meetings. Executive Directors of agencies noted in Article VI, Section C., of these Bylaws or their alternates shall automatically be accepted as the representatives of their Organizational members and entitled to cast one vote. 3. No proxy voting shall be allowed; all votes must be cast in person. 4. An individual possessing an Individual membership and serving as an Organizational member representative may vote twice, once as an Individual member and once as an Organizational member representative. ARTICLE VI BOARD OF DIRECTORS Section A. Responsibilities The Board of Directors of ACAA shall be responsible for directing the management of ACAA and shall exercise all authority of a Board of Directors of a non-profit corporation as provided for by the laws of Arizona, the Articles of Incorporation of ACAA, these Bylaws, and such funding source regulations as may be applicable. This shall include the hiring, evaluation and termination of the Executive Director. Section B. Qualifications Members of the Board of Directors shall be 18 years of age or older, residents of Arizona and members of ACAA either as an Individual member or as a representative of 6
an Organizational or Corporate member. Section C. Composition The members of the Board of Directors of ACAA shall be selected to serve in one of four categories. No individual, including an alternate of a Community Action Agency Executive Director, may serve in more than one of these categories. Members-at-Large 1. Two members of the Board shall be representatives of the Membershipat-Large. Planning District Representatives 2. Six members of the Board shall represent the Planning Districts as set forth by law. A map outlining these Districts is attached and made part of these Bylaws. These geographic areas shall automatically change based on any lawful changes made in the boundaries of these Districts including any increase or decrease in the total number of Districts and their representatives. The change in number shall not require amending these Bylaws. Community Action Agency (CAA) Directors 3. a. Ten members of the Board shall be the Community Action Agency (CAA) Executive Directors, or their designated alternates, representing the following Community Action Agencies, that are Community Services Block Grant (CSBG) provider organizations or their successor organizations: City of Mesa Community Revitalization Division City of Phoenix Human Services Department Coconino County Community Services Department Community Action Human Resources Agency Gila Community Action Agency Maricopa County Human Services Department Northern Arizona Council of Governments 7
Pima County Community Action Agency Southeastern Arizona Community Action Program Western Arizona Council of Governments b. The Executive Directors of these agencies, or their designated alternates shall represent their agencies on the Board of Directors, subject to their agencies paying Organizational membership dues. Such dues may be waived or reduced upon written request by a duly authorized officer of the agency addressed to the Treasurer of ACAA and upon approval by the Board of Directors. No Executive Director may be elected to any other category of membership on the Board of Directors. Board Appointees 4. Board members in categories outlined above shall appoint five members to the Board. The Appointed Representatives shall be selected with consideration being given to proper representation of the entire ACAA membership. The Board shall establish policy and procedures for the selection of Appointed Representatives. Section D. Selection of Board Members 1. The two Representatives of the Membership-at-Large shall be elected in two separate but sequential elections at the Annual Membership Meeting by those Individual, Organizational and Corporate member representatives present and voting. Nominations for each representative of the Membership-at-Large shall be taken from the floor in each election. A person failing to be elected in the first election may be nominated in the second election. Following the closing of nominations a vote shall be taken. Persons who are Organizational representatives, and who also possess an Individual membership, may vote twice, once as an Organizational representative and once as an Individual member. This may be an open or secret ballot. A majority vote shall be required 8
to elect. In the event that no candidate receives a majority vote on the first ballot, runoff ballot(s) will be cast for the two candidates that received the most votes. 2. a. The Representatives of Planning Districts shall be elected at the Planning District meeting that is held yearly at the Annual Meeting. Members of ACAA in good standing are eligible to participate in the Planning District meeting convened for the geographic area in which they live or in which their organization has its principal office. All Individual members and Organizational and Corporate member representatives shall have equal rights at the Planning District Meetings including the right to nominate, vote and be elected. No individual may participate in more than one District Planning Meeting. b. An item of business at the Annual Membership Meeting shall be Planning District Meetings for the purpose of electing representatives to the Board of Directors. The President of ACAA shall designate one member of each Planning District to conduct each District meeting. c. Nominations for Planning District Representatives on the Board of Directors shall be taken from the floor. Following the closing of nominations, a vote shall be taken. Persons who are Organizational or Corporate Representatives and who also possess an Individual Membership, may vote twice, once as an Organizational Representative and once as an Individual Member. This may be an open or secret ballot. A majority vote shall be required to elect. In the event that no candidate receives a majority vote on the first ballot, a runoff ballot(s) will be cast for the two candidates that received the most votes. Upon completion of the elections in the Planning District Meetings, the Annual Membership meeting shall be called back into general session with 9
the results of these elections being reported to the total membership. 3. The Executive Director of each Community Action Agency, designated in Article VI, Section C., Part 3. of these Bylaws, shall be seated on the Board upon verification by the ACAA Treasurer that the organization represented has paid full Organizational membership dues or that the Board has acted to waive or reduce 10
such dues and that any reduced dues have been paid. 4. The five Appointed Representatives to the Board shall be selected by the Board of Directors at the first meeting of the Board which shall be held at the conclusion of and in conjunction with the Annual Membership meeting Section E. Term of Office 1. Individual Board Members, except for CAA Directors, may not serve more than six consecutive years on the Board. After a membership year absence from the Board, an individual is eligible to be re-elected to the board. 2. Planning District Representatives and Members-at-Large shall be elected for two year terms and elections for these Board positions shall be held in even numbered years. 3 Appointed Representatives to the Board shall be appointed to two year terms and appointments to the Board shall be in odd numbered years. Section F. Conflict of Interest 1. Neither a member of the ACAA staff nor any member of his/her immediate family (wife, husband; brother/sister, son/daughter, mother/father, or any like relationships created by marriage) may serve as a member of the Board of Directors of ACAA. 2. A member of the Board of Directors of ACAA or a Committee of the Board shall declare a conflict of interest upon the consideration by the Board, or a Committee of the Board, of any item that would relate to the private financial interests of the member or of the member's immediate family (as defined above) and shall refrain from voting upon that specific item. 11
Section G. Resignation/Removal 1. Any member of the Board of Directors may resign by sending written notice to the President of the ACAA. Such resignation shall be effective upon receipt of the written notice unless a later date is provided for in the letter of resignation. 2. Any Representative of the Membership-at-Large may be removed for just cause by a majority vote of the members at any Membership Meeting when notice of the meeting has included the proposed removal of the representative. 3. A Planning District Representative on the Board may be removed for just cause by a majority vote of the members of the Planning District that elected the representative. Such removal may take place at any Membership Meeting when notice of the meeting includes the proposed removal of the representative by the Planning District membership. 4. An Executive Director of a Community Action Agency (CAA) shall be removed from the Board at such time as the President of ACAA is properly notified or it is determined that the individual no longer serves in the capacity of Executive Director of the agency. 5. Designated alternates for individual CAA Executive Directors may be removed for just cause by a majority vote of the Board of Directors at any duly held Board meeting when notice of such meeting has included the proposed removal. 6. The Board of Directors may remove any Board Member by majority vote, other than the Executive Director of a Community Action Agency, when such members have three consecutive absences from duly called meetings in a membership year and when notice of such meeting has included the proposed removal. 12
7. The Secretary of ACAA shall notify any member of the Board whose removal is being proposed, of the time and place of the meeting at which the proposed removal will be discussed. The notice shall be sent by registered mail and shall be postmarked at least ten days prior to the date of the meeting. The notice shall also include, so far as is known, the reason for the proposed removal and shall invite the Board Member to attend the meeting to present reasons why the removal should not occur. The Board Member, whose removal has been proposed, is not eligible to vote on the removal. Section H. Filling Vacancies 1. A vacancy on the Board of Directors, occurring in any category, shall be filled for the remainder of the term by a majority vote of the Board of Directors at a regularly scheduled Board meeting. 2. The Board of Directors shall establish procedures to determine the wishes of the members of the Planning Districts regarding their representation. Section I. Notice of Board Meetings 1. The Secretary of ACAA shall be responsible for ensuring that written notices of all Regular Board Meetings are mailed to all members of the Board, no less than ten days or more than thirty days, prior to the meeting date. The notice shall include the time and place of the meeting, an agenda and any information available on major agenda topics. Minutes of the previous Board of Directors meeting shall be included in the mailing. Timelines of notice shall be determined by the postmarked date. Individual Members and Organizational and Corporate Member representatives, 13
who are not members of the Board, shall be sent notices of Board meetings upon their request to the Secretary of ACAA. 2. The President of ACAA or a quorum of the Executive Committee may call emergency meetings of the Board with a minimum of 72 hours advance notice to Board members providing information regarding the time, place, and purpose of the meeting. Section J. Quorum A quorum of the Board of Directors, Executive Committee, or a Committee of the Board shall be a majority of all filled seats on the Board or Committee in attendance at a duly called meeting; teleconferencing/video conferencing may be used for a meeting when it is not convenient to bring the members together at a single location. ARTICLE VII CORPORATION OFFICERS Section A. Officers Officers of the ACAA shall be a President, a Vice President, a Secretary, a Treasurer and such other officers as the Board may designate. Section B. Term of Office Elected officers are limited to three consecutive one-year terms in any office and a total of six consecutive years in any combination of offices. For the purpose of limiting consecutive years of service as an officer, the Board member elected to the Executive 14
Committee in addition to the designated officers, shall be considered an officer. Section C. Resignation Any officers may resign at any time by submitting a written notice to the President or the Secretary of ACAA effective upon receipt of the written notice unless a later date is provided for in the letter of resignation. Section D. Removal Any officer elected or appointed by the Board of Directors may be removed from office by a majority vote of the Board of Directors whenever in its judgment the best interest of ACAA will be served. Such removal shall be included on the agenda of a regular meeting of the Board and the reason(s) for the proposed removal shall be given at the Board meeting. The officer whose removal is proposed shall be afforded an opportunity to respond to stated reason(s). Section E. Vacancies A vacancy in any office may be filled for the remaining portion of the term by a majority vote of the Board of Directors, as the first order of business of the next duly called meeting after the vacancy has occurred. Section F. Duties of Officers 1. The officers of ACAA, the corporation, shall be authorized to sign legal documents on behalf of the corporation as appropriate. Authority to sign legal documents may be delegated to the Executive Director by the Board of Directors. 2. President. The President shall preside at all General Membership and Board meetings, appoint members to committees, give Board reports at Membership 15
meetings and direct and advise staff within the framework of policies established by the Board of Directors. The President shall have all other responsibilities normally associated with this Office as required by these Bylaws or as may be assigned by the Board. 3. Vice President. The Vice President shall possess the powers and discharge the duties of the President in the President s absence and perform such other duties as the President or Board may request. 4. Secretary. The Secretary shall be responsible for distributing membership applications, maintaining a current membership list, written minutes of the Membership and the Board of Director meetings, notifying members of Membership Meetings and Board Members of all Board meetings, including minutes of the previous membership meeting with the notice of the next membership meeting and minutes of the previous Board meeting with the notice of the next Board meeting, advising Board Members of proposed removal from the Board, and for such other duties as may be required by these Bylaws or as may be assigned by the Board. 5. Treasurer. The Treasurer shall be responsible for all financial functions of ACAA including maintaining accurate records of income and expenditures and for reporting the financial condition of ACAA at all Membership Meetings and at all meetings of the Board of Directors, and for other duties as may be required by these Bylaws or as may be assigned by the Board. Arizona Community Action Association (ACAA) financial records shall be subject to an audit at least once a year and upon the election of a new Treasurer. 6. The Board of Directors may assign clerical and bookkeeping tasks of the Secretary and Treasurer to staff. 16
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ARTICLE VIII COMMITTEES Section A. Executive Committee 1. The Executive Committee shall consist of the President, Vice President, Secretary and Treasurer of ACAA along with one other Board Member designated by the Board at its first meeting following the Annual Membership Meeting. 2. The Executive Committee shall act on behalf of the ACAA Board of Directors between meetings of the Board of Directors. Such actions shall be reported at the next Board meeting and are subject to Board ratification. 3. The President of ACAA shall be responsible for calling all meetings of the Executive Committee, providing reasonable notice and scheduling of meetings at times and in places reasonably convenient to the members. Section B. Other Committees 1. The President, with the concurrence of the Board of Directors, shall appoint such other committees as may be necessary to assist in the operation of ACAA. The President shall be a non-voting, ex-officio member of these committees. 2. The Board shall, at the first meeting following the Annual Membership Meeting, decide which, if any, of the existing committees shall be continued. 3. The term of office of all committee members, except Executive Committee members, shall be from the time of their appointment until the Board Meeting following the next Annual Membership Meeting; Committee members will continue 18
to serve until new committee members are designated. ARTICLE IX PERSONAL LIABILITY The Board of Directors shall provide liability insurance for Members of the Board, ACAA staff and any and all other agents of ACAA to protect all such individuals from financial loss for their actions in the course of carrying out the prudent and legitimate business of ACAA. The Board is further authorized to pay out of ACAA funds for the defense of any of the above mentioned individuals in cases in which they are individually or collectively subject to litigation as a result of their actions in carrying out the prudent and legitimate business of ACAA. In addition, the Board may reimburse from ACAA funds any of the aforementioned individuals for actual costs or judgments accruing to these individuals as a result of their actions in carrying out the prudent and legitimate business of ACAA. ARTICLE X 19
RULES OF ORDER Robert's Rules of Order Newly Revised shall govern Membership meetings, Board of Directors meetings and Executive Committee and other committee meetings of ACAA unless otherwise provided for in these Bylaws, by the Articles of Incorporation or other applicable laws. ARTICLE XI AMENDMENT OF BYLAWS These Bylaws may be altered, amended or repealed and new Bylaws adopted by a two-thirds (2/3) vote of the membership at any duly called meeting of the Membership. Notice of such meetings shall set forth the proposed changes and be postmarked no less than ten days prior to such meeting. ARTICLE XII DISSOLUTION The Arizona Community Action Association, Inc., may be dissolved by a two/thirds (2/3) vote of the members at a duly called meeting of the General Membership. The notice for such a meeting shall set forth the reasons for the proposed dissolution. The members at a meeting where dissolution of ACAA is approved shall also, by majority vote, provide for the transfer of all assets to a nonprofit organization(s), which has as a purpose, meeting the needs of low-income residents of Arizona. Adopted: November 30, 1984 (Repealing all previous Bylaws) Amended: April 26, 1986 December 5, 1986 July 31, 1987 December 11, 1987 May 14, 1993 October 29, 1997 20
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