1 VOICE COMMUNITY CENTER AMENDED AND RESTATED BYLAWS
ARTICLE I NAME & OFFICE
Section 1. Name of the Corporation. The name of the corporation shall be One Voice Community Center.
Section 2. Office. The principal office of the corporation shall he located in Phoenix, Maricopa County, Arizona, and the Corporation may transact business at an address or other places as the Board of Directors may from time to time appoint or the purposes of the corporation may require.
ARTICLE II STATEMENT OF PURPOSE
The purpose of I Voice Community Center is to provide a safe environment to meet; to nurture the growth of LGBT individuals, families and their allies; to provide vital information, education, support, and resources for LGBT individuals, families, and their allies; and to foster new and existing organizations, cultures, and programs to meet the emerging needs of the LGBT community within Maricopa County.
Article III Membership
The membership of the organization shall consist of any due paying member of the organization, The amount of such dues shall be set by a 2/3rds vote of the Board of Directors. The sole benefit of being a member is a single vote in election at the annual election of the Board of Directors at the annual meeting as outlined in Article IV Section Four (4)
BOARD OF DIRECTORS
Section 1. Representation.
Directors shall be persons who are committed to fulfilling the statement of purpose of the Corporation in Article 1I.
Section 2. Board of Directors.
The number of directors shall be no fewer than five (5) nor more than twelve (12) exclusive of Emeritus Directors, who shall be elected by the Board as provided in Article IV. The number may be increased or decreased by amendment of the Bylaws, but no decrease shall shorten the term of any incumbent Director,.
Section 3. Powers.
Subject to any limitations of the Articles of Incorporation, other sections of these Bylaws and Arizona law, all corporate powers of the Corporation shall be exercised by or under the authority of the Board of Directors. Without limiting general powers the Board of Directors shall have the following powers:
- a. To select and remove all the officers of the corporation and, in the case paid staff, select and remove any paid staff prescribe such powers and duties for them as are not inconsistent with law, the Articles of Incorporation and the Bylaws.
- b. To conduct, manage and control the affairs and business of the Corporation and to make rules and regulations not inconsistent with Federal and Arizona law, these Bylaws and the Articles of Incorporation.
Section 4 Election.
Directors shall normally be elected by the members of the corporation as defined in Article III. Votes cast shall be conducted by secret ballot. The candidate(s) with the largest number of votes shall fill Director vacancies where the number of candidates exceeds the number of vacancies to be filled. The number of vaccines for election shall be put forth by the Boar Development Committee. The Board Development Committee shall consist of
- a. Two current members of the Board of Directors
- b. Two past board members (preferably who have severed on the board in the last 3 years),
- c. Two members from the corporation, that have been appointed by the membership base,
Section 5. Appointees/Vacancies.
The number of Directors may be changed between elections (but not decreased if the effect is to shorten the term of any incumbent Director) by vote of the Board of Directors.
- a. Mid-year vacancies may be filled by a two-thirds (2/3) vote of all Board of directors
- b. Anyone person that is elected midyear terms expires at the annual meeting
Section 6. Terms of Office.
All Directors shall have terms of two (2) years. All Directors shall be limited to two (2) consecutive full two-year terms . Terms of office shall be staggered so that one-third (1/3) of the terms expire each year. A Director who has served his/her two (2) terms may be re-elected after one year of absence.
Section 7. Emeritus Directors.
Any past board member that is in good standing with the board may serve on the Emeritus Board
Section 8. Resignations.
Any Director may resign at any time by delivering a written resignation letter to the Chair or a Vice-Chair of the Corporation, stating the date and time of the resignation’s effectiveness.
Section 9. Removal.
Any Director (or Officer) may be removed by a affirmative vote of two-thirds (2/3) of the Directors for the following reasons:
- A. gross or willful neglect of his/her duties or conduct derogatory to the best interests of the Corporation. This will include, but not be limited to, gross mismanagement of the affairs of the Corporations, breach of duties of care or loyalty, willful disregard of a duly executed action of the Board and improper use of inside information.
- B. A Director may also be removed for three (3) unexcused absences from Directors’ meetings.
- C. Establishment of a “conflict of interest”
Any Director proposed for removal shall be notified by certified mail at least seven days before the proposed removal of the time and place at which the meeting of the Board of Directors is to take place and shall be entitled to appear at such meetings and be heard.
Section 10 Regular Meetings
The regular meetings of the Board of Directors shall be held at specific intervals at such time and place as determined by the Board of Directors and shall be held at least six (6) times annually. All meetings (except executive sessions) shall be announced to the membership and general and public at large and be open for their attendance. The following items may be considered in Executive Session upon an approved motion approved by 2/3 vote of the Board:
- A. Personal matters about an identifiable individual (i.e. program client or employee)
- B. Acquisition or sale of land or real estate
- C. Labor relations or employee negotiations
- D. Litigation or potential litigation
- E. Receiving advice that is subject to lawyer-client privilege
Section 11. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the Board of Directors or the Executive Committee at any time. The Chair or Secretary of the Corporation shall, upon written request of at least one-third (1/3) of the number of Directors or officers, call a special meeting to be held within 30 days after the receipt of such a request. Notice of the time and place of special meetings shall be given no less than 48 hours in advance and shall include a statement of the purpose for which the meeting is called, and the membership and general public must be notified of any special meetings except for Executive Session as defined in Section 10
Section 12. Quorum.
The presence at any meeting of one-half (1/2) of the Board of Directors in person shall be necessary and sufficient to constitute a quorum for the transaction of business. The consensus of the Board of Directors or the act of a majority of the Directors present (for those actions called to a vote by the Chair) at a meeting at which a quorum is present, unless otherwise provided by law, these Bylaws or the Articles of incorporation, shall be the act of the Board of Directors. Participation of Directors by conference call where each Director can hear and be heard by each other Director shall be entitled to one vote. It is required that the full Board or the Executive Committee be informed of proposed action unless otherwise authorized by resolution of the Board.
Section 13. Compensation.
A Director shall not receive any salary or compensation for service on the Board. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.
Section 14. Conduct of Meetings.
All meetings of the Board of Directors shall be conducted by consensus except that the Chair may invoke and adhere to Robert’s Revised Rules of Order if a consensus cannot be reached.
EXECUTIVE COMMITTEE OFFICERS
Section 1. Officers.
The officers of the Corporation shall be the Chair, all the Vice Chair, the Secretary and the Treasurer, No officer may serve more than two (2) consecutive, one (1) year terms in the same office. An officer of the Corporation who has served his/her two (2) terms may be re-elected to the office, after one year.
Section 2. Election Term of Office.
The officers of the Corporation shall be elected by the Directors for a one (1) year term at the Annual Meeting of the Directors.
Section 3. Vacancies.
Any vacancy in any office for any reason may be filled by the Board of Directors for the unexpired portion of the term. Vacancies may be filled or new offices created and filed at any meeting of the Board of Directors.
Section 4. Duties of the Chair.
The Chair shall have, but not be limited to, the following duties:
- A. The Chair shall serve as senior officer of the Corporation and shall perform other such Duties as provided for herein and as assigned to her/him from time to time by the Board of Directors or the Executive Committee. He or she shall have the power to sign alone, unless the Board of Directors shall specifically require an additional signature, in the name of the Corporation all contracts authorized by the Board of Directors.
- B. The Chair shall preside over all meetings of the Board of Directors and Executive Committee unless another officer is designated as substitute and shall be an ex-officio member of all committees.
Section 5. Duties of the Vice-Chairs.
The Vice-Chair(s) shall have the duty to assist and counsel the Chair in all matters pertaining to the activity of the Corporation. In the absence of the Chair or in the event of her/his inability or refusal to act, the Vice-Chair(s) in such order as the Board may determine shall perform the duties of the Chair with the equivalent prescribed powers and restrictions.
Section 6. Duties of the Secretary.
The Secretary shall keep a full and complete record of the proceedings of the Board of Directors and Executive Committee. She/he shall supervise the keeping of records of the Corporation, serve notice of meetings as directed by the Chair of the Board and perform other such duties assigned by the Board of Directors. Secretary shall keep the list of all members of the corporation.
Section 7. Duties of the Treasurer.
The Treasurer shall ensure that complete and accurate accounts of receipts and disbursements of the Corporation are kept and that all monies and other valuable effects of the Corporation are deposited in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate. Whenever required by the Board of Directors she/he shall at all reasonable times exhibit the books and accounts to any officer or Director of the Corporation and shall perform all duties incident to the office of Treasurer and such other duties as shall from time to time be assigned to him or her by the Board of Directors. At each meeting of the Board of Directors, the treasurer will present a report to the Board showing in appropriate detail:
- The assets and liabilities of the Corporation as of a twelve month fiscal year to date:
- The principal changes in assets and liabilities during the fiscal period; the revenues or receipts of the Corporation, both unrestricted and restricted to particular purposes, for that fiscal period; and The Treasurer shall, if required by the Board of Directors, post bond or give such security for the faithful performance of his or her duties as the .Board of Directors may require. The Treasurer will notify the members of the Board of Directors of the filing of all significant reports to governmental and regulatory agencies. Copies of these reports, including all tax filings and Arizona Corporation Commission filings, will be make available to any Board member on request.
Section 8. Different Persons.
The Chair and Secretary may not be the same person.
Section 1. Executive Committee Powers.
The Executive Committee consists of the following Directors: the Board Chair,Vice-Chair, the Secretary, the Treasurer. The Executive Committee shall report and recommend corporate, business, and management matters to the Board of Directors for discussion and approval. The Executive Committee may transact the business of the corporation between regular Board of Directors’ meetings, making decision that cannot wait for regular Board of Directors’ meetings. The Executive Committee must report actions taken to the Board of Directors at the next regular Board of Directors’ meeting. However, the Board of Directors must approve of all major financial, legal or administrative changes at a regular or specially called meeting.
Section 2. Audit Committee.
The Committee chair shall appoint a minimum of two other members to the committee. The Treasurer shall not be a member of this committee. Committee Shall give a annual report to the board. The committee shall be responsible for
- Reviewing the Treasurer’s records for accuracy with a focus on whether funds are properly disbursed and authorized, and proper accounting procedures are followed.
- Recommending an appropriate course of action to the Board when an audit is desired or becomes necessary.
Section 3: Special Committees
The Board of Directors may, by resolution, designate and appoint from time to time one ormore special committees.
AFFILIATE RELATIONSHIP DEFINED
The Corporation through the Board of Directors may establish an affiliate relationship with any organization(s), which supports the mission of the Corporation, No such affiliation(s) shall affect the authority of the Board of Directors in managing; the affairs of the Corporation. Each such affiliation must benefit the Corporation in fulfilling its stated purpose and mission.
The fiscal year of the Corporation shall be January 1 through December 31.
STAFF OF THE CORPORATION
Section 1. General. The Board of Directors may select and hire staff as it deems necessary by a 2/3 vote of the Board of Directors.
Section 1. Deposit of Funds.
The Corporation shall deposit all funds in such banks, savings and loan institutions, trust companies or other reliable depositories as the Executive Committee from time to time shall determine and approved by Board resolution.
Section 2. Signing of Documents.
All checks, drafts, endorsements and evidence of indebtedness of the Corporation all all endorsements for deposits to the credit of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 3. Loans.
No loans or advances shall be contracted on behalf of the Corporation and no note or other evidence of indebtedness be issued in the name of the Corporation, unless and except as authorized by a two-thirds (2/3) majority vote of the Directors then in office.
Section 4. Gifts
The Board of Directors or Executive Committee may accept on behalf of and for the use of the Corporation any gifts, bequests or devices for general benefit or purpose of the Corporation or for any special purpose of the Corporation.
Section 5. Contracts,The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation.Section 6. Bonding.
Any officer or staff member whose signature is required in Sections 1, 2, 3 and 5 of this Article (as deemed necessary by the Board of Directors) be covered by a blanket bond paid for by the Corporation.ARTICLE XI
BOOKS AND RECORDS OF THE CORPORATIONSection I. Books and Records.
The Corporation shall keep complete and accurate books and records of account and minutes of the proceedings of all meetings of the Directors, boards, councils and committees. The books and records of the Corporation may be inspected by any Director and any member of a board, member of the corporation, council or standing committee upon written request for any proper purpose at any reasonable time.Section 2. Financial Audit.
The Audit Committee with approval of the Board of Directors, shall arrange for an annual audit by an independent certified public accountant of all corporate finds, records, and accounting procedures, or for an audit as required by law, regulation, funding source or by resolution of the Board of Directors. Such audit shall be prepared under the direction and supervision of the Audit Committee.
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the laws of the State of Arizona pertaining to non-profit corporations or under provisions of the Articles of Incorporation or the Bylaws of this Corporation, a waiver of notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to giving such notice. Attendance by a Director at any meeting shall constitute a waiver of notice of such meeting except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not legally called or convened.
The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
Section 2.The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.Section 3. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.Section 4 .This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.ARTICLE XIV
LIMITATION OF CORPORATE ACTIVITIESThe organization is organized and will be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 as amended, and in particular to carry out the activities specified in the Articles of Incorporation. The Corporation will not carry on any activity not permitted to be carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now or hereafter exist or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations. No substantial part of the activities of the Corporation will be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation will not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. The Corporation does not afford pecuniary gain, incidentally or otherwise, to any person. It shall not have the power to issue certificates of stock or to declare dividends, and no part of the net earnings of the Corporation will inure to the benefit of, or be distributable to the Directors or officers of the Corporation, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in Article 11 hereof.ARTICLE XV
NON-DISCRIMINATION POLICYThe corporation shall not, in any way, discriminate against any person or group of persons, regardless of race, religious preference, sex, age, creed, sexual orientation, gender identity, ethnic origin, disability or HIV status.
DISSOLUTION OF THE CORPORATION
Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all assets of the Corporation exclusively for the exempt purposes of the Corporation in such manner, or to such organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by an Arizona court of law where the principle office of the Corporation is located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
Section 1.Articles of Incorporation Articles of Incorporation on Subject to applicable provisions of Arizona law, the Board of Directors, upon the affirmative vote of no less than two-thirds (2/3) of all of the Directors then in office, shall have the power to amend or restate the Articles of Incorporation of the Corporation. Any proposed amendment shall be filed with the Secretary of the Corporation at least thirty (30) days before the date of the Board meeting at which it is intended to be voted upon, and the Secretary shall prompltly thereafter notify each Director by mail or personal contact as to the text of such proposed amendments, together with an explanatory statement submitted by the proposer thereof.Section 2.Bylaws.
These Bylaws may be amended or restated by the affirmative vote of not less than two-thirds (2/3) of all the Directors then in office. Any proposed amendment shall be filed with the Secretary of the Corporation at least fifteen (15) days before the date of the Board meeting at which it is intended to be voted upon, and the Secretary shall promptly thereafter notify each Director by mail or personal contact as to the test of such proposed amendments, together with an explanatory statement submitted by the proposer thereof.Section 3, Dissolution.
Any decision to voluntarily dissolve the Corporation must be made by a two-thirds (2/3) majority vote of the Directors then in
office. Upon dissolution, all assets shall be disposed of in accordance with applicable State of Arizona and federal law.1 VOICE COMMUNITY CENTER
These Amended and Restated Bylaws supersede all previous Bylaws and amendments thereto of 1 Voice Community Center and were adopted by the vote of two-thirds (2/3) of the Directors then in office at a meeting of the Board of Directors on We, the undersigned, certify that we are the presently elected and acting Board Chair and Secretary of I Voice Community Center, an Arizona non-profit corporation, and the above Amended and Restated Bylaws, consisting of nine (9) pages, including this page, are the Bylaws of this Corporation as adopted by the above-stated action and at the above-stated meeting.