Arizona Advocacy Network (AzAN) Bylaws
Last Updated January 2015
Article I. Name and Offices
Section A. Name
The name of the organization shall be Arizona Advocacy Network (AzAN).
Section B. Location
The principal office of AzAN shall be located within the State of Arizona at a location to be determined by the Board of Directors
Section C. Location Change
The Board of Directors may change the location of the offices.
Article II. Purpose and Goals
The Arizona Advocacy Network (AzAN) is organized for the exclusive purpose of promoting social welfare within the meaning of section 501(c)(4) of the Internal Revenue Code. In connection with this purpose, AzAN shall:
(a). Build a broad-based, non-partisan coalition of grassroots and advocacy organizations and leaders throughout Arizona;
(b). Develop and strengthen leadership and civic participation; and
(c). Advocate for public policy supportive of its mission statement:
Article III. Organization
AzAN is a statewide, non-partisan, not-for-profit membership organization. There shall be a state Board of Directors that shall set AzAN administrative and organizational policy and ensure its implementation
Article IV. Board of Directors
Section A. Powers
Subsection 1. Duties. The Board of Directors shall establish bylaws and policy and ensure their implementation. Policy shall cover membership, dues, finances, fundraising, and other administrative and organizational matters.
Subsection 2. Executive Director. The Board shall select the Executive Director and approve the compensation and benefits of all employees in consultation with the Executive Director. The Executive Director shall carry out policies set by the Board of Directors and shall have general charge of the business, affairs, and property of AzAN.
Subsection 3. Public Policies and Advocacy Positions. At its discretion, the Board may adopt and implement public policies and advocacy positions upon recommendation by a board member.
Section B. Number and Election
There shall be up to fifteen (15) voting Directors. The number of Directors may be increased, but in no case shall the number of Directors be less than four (4). All Directors shall be individual members of AzAN in good standing pursuant to Article V.
Subsection 1. Directors Elected by the Board. Directors shall be elected at an annual election meeting by a majority vote of the incumbent Directors. Directors so elected shall serve two-year terms and may be elected to succeed themselves. Each Director shall hold office until the annual election meeting of the Directors two years following his or her election and until his or her successor shall have been elected and shall qualify, or until his or her death, resignation, or removal as hereinafter provided. Terms of office shall be staggered such that the terms of no more than half plus one of the directors so elected shall terminate in any single year.
Subsection 2. Nominating Committee. The Board of Directors shall appoint a Nominating Committee for the purpose of presenting nominations of prospective Board Members. Additional Board nominations shall be accepted on the floor for all Board elections.
Section C. Additional Directors and Vacancies
A majority of the Directors then in office may elect such additional Directors or replacement of Directors as they deem necessary. Any vacancy in the Board of Directors shall be filled by a vote of the remaining Directors (though less than quorum), and each Director so chosen shall hold office until the next annual election and until his or her successor shall be duly elected and qualified, unless sooner displaced.
Section D. Removal
Any of the directors may be removed for breach of fiduciary duty and/or absence from three (3) consecutive Board meetings, by a two-thirds vote of the directors then in office.
Section E. Conflict of Interest
When a situation exists whereby a member of the Board of Directors may benefit from doing business with AzAN, the Board member has the responsibility to make all circumstances known to the Board of Directors. Under such circumstances, the Board member will be excused from the meeting or business until the matter has been resolved by the Board.
Section F. Officers of the Board
Subsection 1. Designation of Titles. The officers of the Board shall, at a minimum, be President, Executive Vice-President, Secretary, and Treasurer (or Secretary/Treasurer at the Board’s option). At its discretion, the Board may create additional Vice Presidents or other officers with specific duties assigned by the Board. Officers shall be members of the Board of Directors of AzAN. The Board may delegate to the President of the Board the authority to appoint any officer or agent of the Board other than the President, Executive Vice-President, Secretary, or Treasurer (or Secretary/Treasurer). No officer of the board shall enter into any contract in the name of the board without a vote of the board.
Subsection 2. Selection and Removal of Officers.
(a). Officers shall be elected annually by secret ballot by the Board and shall serve until the next officer election.
(b). Any officer or agent elected or appointed by the Board may be removed, with or without cause, at any time by a vote of the majority of the Directors then in office. If an officer whose removal is being considered is also a member of the Board, the officer shall not vote on the question of removal but may be present at the meeting and may be counted in determining the presence of a quorum. Any officer or agent appointed by the President pursuant to authority delegated to the President of the Board may be removed, with or without cause, at any time whenever the President in her/his absolute discretion shall consider that the best interest of AzAN shall be served thereby.
Subsection 3. President. The President shall perform all duties incident to the office, shall see that all orders and resolutions of the Board are carried into effect, and shall preside at meetings of the Board. The President is empowered to create sub-committees at her/his discretion.
Subsection 4. Executive Vice-President. The Executive Vice President shall, in the absence of the President or in the event of her/his disability, perform the duties and exercise the powers of the President and shall generally assist the President and perform such duties and have such other powers as may from time to time be prescribed by the Board.
Subsection 5. Secretary (or Secretary/Treasurer). The Secretary (or Secretary/Treasurer) shall attend all meetings of the Board and record all votes and proceedings of the Board in a book to be kept for that purpose. She/he shall give or cause to be given notice of meeting to the Board and shall perform such duties as may, from time to time, be prescribed by the Board or the Board President.
Subsection 6. Treasurer (or Secretary/Treasurer). The Treasurer (or Secretary/Treasurer) shall have custody of the corporate funds and other valuable effects, including securities, and shall cause full and accurate accounts of receipts and disbursements to be kept. Upon request, she/he shall cause an account of all financial transactions of AzAN to be rendered to the Board. This officer shall have the power to endorse for deposit all notes, checks, and drafts received by AzAN; shall disperse the funds as ordered by the Board, and shall perform other duties as may, from time to time, be prescribed by the Board or by the President.
Section G. Compensation
Directors shall serve without compensation for their services as directors.
Section H. Meetings
Subsection 1. Number. The Board of Directors shall meet at least TWO times a year. One meeting each year will be designated as the annual election meeting for the purpose of electing board members.
Subsection 2. Quorum. A quorum shall consist of a simple majority of the total number of directors then in office. Each director shall have one vote.
Subsection 3. Telephone Attendance. A board member may attend any board
meeting by telephone.
Subsection 4. Absence of a Quorum. In the absence of a quorum, and when exigent circumstances exist, the Board members attending may vote but no action may be taken without subsequent written ratification from additional Directors in a number sufficient that, had those directors been present, there would have been a quorum.
Subsection 5. Notice. All members of the Board shall be given at least seven (7) days notice prior to any scheduled meeting. Notice may be given in written, verbal, or electronic form. Any meeting of the Board shall be deemed to have been validly and legally called if all of the Directors entitled to vote on the day of the meeting sign a written waiver of notice, either before or after the meeting. A director present at the meeting shall be conclusively deemed to have waived notice, and no written waiver need be obtained from that director.
Subsection 6. Governing Rules. The directors may adopt rules to govern the conduct of their meetings. Such rules shall be binding unless and until changed by a majority vote. Matters not covered by such rules shall be governed by the latest edition of Robert’s Rules of Order.
Subsection 7. Minutes. A written record of the discussions and decisions reached at each meeting shall be made and shall upon approval be made a part of the records of the Corporation.
Section I. Committees
Subsection 1. Executive Committee. The Executive Committee shall consist of the elected officers and will be presided over by the President. The Executive Committee will review the on-going operations and projected needs of AzAN and make recommendations to the Board for approval and action. The Executive Committee may have other duties as assigned by the Board. The Executive Committee will meet between scheduled Board meetings at the discretion of the President.
Subsection 2. Other Committees. Additional committees may be created at the discretion of the Board or the President with duties to be assigned by the President. Each committee will have a Chair and members appointed by the President. Committee chairs and members are not required to be members of the AzAN Board of Directors.
Section J. Indemnification
To the fullest extent that the law of the State of Arizona, as it now exists or as it may hereafter be amended, permits the elimination of or limitation on the liability of directors, no director of the Corporation shall be liable for monetary damages for any action taken or for any failure to take any action. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.
Article V. Membership and Dues
Section A. Membership
Membership is open to individuals who subscribe to AzAN’s mission. One may become an individual member of the AzAN by payment of dues to be established by the Board of Directors.
Article VI. Amendment to the Bylaws
The bylaws may be amended by the Board of Directors by majority vote at a regular or special meeting of the Board following thirty (30) days notice that such vote shall occur.