|
ARTICLE I
OFFICES AND CORPORATE SEAL
Section 1: Principal Office. The principal
office of the corporation shall be at 2302 North 3rd Street, Phoenix, Arizona 85004. The address of the Corporation’s principal office may be changed from time to time by the Board of Directors.
Section 2: Other Offices. The Corporation may
also maintain offices at such other place or places, either within or without the State of Arizona, as may be designated from time to time by the Board Directors, where the business of the Corporation may be
transacted with the sane effect as though done at the principal office.
Section 3: Corporate Seal. A Corporate seal
shall not be requisite to the validity of any contract instrument or document executed by or on behalf of the Corporation. Nevertheless, if, in any instance, a corporate seal be used, the same shall have inscribed
thereon: Wildlife Conservation Council, Arizona, 1996, and the words Corporate Seal.
ARTICLE II
MEMBERS
Section 1: Class of Members. The membership of
this corporation shall be comprised of two classes of members: Organization Members and Individual Members.
Section 2: Organization Members. An Organization
Member shall be designated as any Arizona wildlife conservation with a membership of least 50, except for charter organizations, which may have memberships of fewer than 50. Charter organizations are those
organizations which became members of the Corporation prior to the adoption of these Bylaws. Any Arizona Wildlife Conservation Organization with a membership of at least 50 is eligible for membership in the
Corporation, subject to nomination of the Organization for membership by the voting representative of an Organization Member. Notice of such nomination shall be given to Organization Members, and the nomination must
be approved by a 2/3 vote of the Board of Directors present at its next scheduled meeting. If approved for admission, the nominated organization will be issued an Invitation to Join. Upon payment of membership dues,
the nominated organization will become an organization Member of the Corporation.
Section 3: Member Representatives. Each
organization Member of the Corporation shall designate in writing one or more to represent its interests in the Corporation. However, no Organization Member shall be entitled to more than one vote, in person.
Section 4: Annual Meetings. The annual meeting
of members may be held immediately prior to the regular meetings of the Board of Directors which takes place on the fourth Tuesday of November each year, commencing in 1998, if not a legal holiday and, if a legal
holiday, then at such other date and time as shall be designated from time to time by the Board of Directors.
Section 5: Individual Members. An Individual
Member shall be designated as any person interested in the conservation of wildlife and the promotion of sport hunting and sport fishing as wildlife management tools. Individual Members may attend both regular and
annual meetings but shall vote except as provided in Article III, Section 1.
Section 6: Dues. Annual dues for
organization Members and Individual Members shall be as determined from time to time by the Board of Directors.
ARTICLE III
DIRECTORS
Section 1: Number.
The number of Directors which shall constitute the entire Board of Directors shall be the number of dues paying Organization Members then constituent in the Corporation plus one Individual Member, designated
and/or elected by the remaining members of the Board of Director’s. E a c h D i r e c t o r, except for the Individual Member Board Representative, shall be the designated Member Representative of each
organization Member, in accordance with Article II, Section 2. Directors must be bona fide members of the Organization Members they represent.
Section 2: Qualifications. Each Director must be
a citizen of the United States, over the age of eighteen years, mentally competent, and the duly appointed representative of an existing Organization Member of the Corporation or any Individual Member
Representatives provided in Article III, Section 1. Any Director who ceases to meet any of said qualifications shall cease to be a Director, and that position shall become vacant.
Section 3: Removal. Any Director may be removed
from the Board of Directors at any time by action of the Organization Member being represented by that Director. The Board of Directors by a 2/3 vote may remove the Individual Representative.
Section 4: Vacancies. Vacancies on the Board of
Directors shall be filled by the Organization Member to which said vacancy is pertinent. A vacancy in the Individual Member Category shall be filled by the remaining Board of Directors.
Section 5: Powers. The property, business, and
affairs of the Corporation shall be managed and controlled by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things which are not by statute or by the
Articles of Incorporation or by these Bylaws prohibited. The Board of Directors is empowered to:
a. Issue membership certificates.
b. Promulgate from time to time rules and policies relating to matters such as the
Board may deem necessary or appropriate pertaining to the business and affairs of the Corporation.
c. Otherwise determine the Corporation's policies and implement management decisions within the scope of the laws
of Arizona, the Articles of Incorporation, and these Bylaws.
Section 6: Regular Meetings. The Board of
Directors of the Corporation may hold regular meetings either within or without the State of Arizona. All regular meetings may be held without notice at such place and time as shall from time to time be determined
by the Board.
Section 7: Special Meetings. A special meeting
of the Board of Directors for any purpose, unless otherwise provided by statute or by the Articles of Incorporation, may be called by the President or Secretary on one day's prior notice to each Director, either
personally or by mail, facsimile, or telephone. Special meetings of the Board of Directors must be called by the President or Secretary at the written request of the Directors representing two or more Organization
Members.
Section 8: Action Without Meeting. Unless
otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without prior
notice by the President or Secretary or by the Chairman of the committee to which the action pertains. Such action may be taken by polling by telephone, facsimile, or e-mail, and an effort must be made to poll all
Directors or pertinent committee members. Approval of any action shall require the affirmative votes of two-thirds of all Directors or committee members, as the case may be. The results of the action shall be
committed to writing, and reported and filed with the minutes of the proceedings of the next regular meeting of the Board of Directors.
Section 9: Quorum. A majority of the Board of
Directors shall constitute a quorum, and the concurrence of a majority of those present shall be sufficient to conduct the business of the Board, except as may be otherwise specifically provided by statute, the
Articles of Incorporation, or these Bylaws. If a quorum shall not be present at any meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. When a quorum is
present at any meeting, a majority vote of those present shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the Statutes or of the Articles of
Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.
Section 10: Waiver of Notice. Attendance of a
Director at a meeting shall constitute waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Any Director may waive notice of any annual or special meeting of the Board by executing a written waiver of notice, either before or after the time of the meeting.
Section 11: Objections. All informalities or
irregularities in calls, notices of meeting and in the matter of voting, credentials, and method of ascertaining those present shall be deemed waived, if no objection is made at the meeting.
Section 12: Executive Committee. There shall be
an Executive Committee of the Board consisting of the President, vice President, Secretary, Treasurer of the Corporation, Chairman of the Standing Committee, and on Director at large, who shall serve at the
pleasure of the Board of Directors and may be removed at any time by a vote of two-thirds of the Directors present at a regular meeting, provided at least fifteen days' prior written notice is given of intention to
remove such officer at such meeting. The Executive Committee shall have and may exercise the powers delegated to it by the Board of Directors in the management of the affairs of the Corporation, but shall not
possess any authority of the Board of Directors prohibited by law. In the event of an emergency, the Executive Committee shall act for the Board of Directors. All Executive Committee actions must be ratified by the
Board of Directors at the next regular meeting of the Board of Directors.
Section 13: Standing and Other Committees. In
addition to the Executive Committee, there shall be four Standing Committees including Education & Youth Development Committee, Habitat Projects Committee, Membership Committee, Government Affairs/Public
Relations Committee, and the Finance Committee. The President may appoint an Executive Committee or Board of Director as necessary Such committees shall report to the Board of Directors.
Section 14: Organization. The President or, in
the absence of the President, the Vice President or, in the absence of both, a Chairman appointed by the Directors present shall call meetings of the Board to order and shall act as Chairman thereof. The Secretary
of the Corporation shall act as Secretary at all meetings of the Board. In the absence of the Secretary, the presiding officer may appoint any person to act as Secretary.
ARTICLE IV
OFFICERS
Section 1: Designation of Titles. The officers
of the Corporation shall be chosen by the Board of Directors and shall consist of a President, a Vice President, a Secretary, and a Treasurer. Any number of offices, except the offices of President and Secretary,
may be held by the same person.
Section 2: Appointment of Officers. At its
annual meeting,, the Board of Directors shall choose a President, a Vice President, a Secretary, and a Treasurer, each of whom shall serve at the pleasure of the Board of Directors. The Board of Directors at any
time may appoint such other officers and agents as it shall deem necessary, who shall hold their offices at the pleasure of the Board of Directors and who shall exercise such powers and perform such duties as shall
be determined from time to time by the board.
Section 3: Tenure of Officers and Removal. All
officers shall be subject to removal at any time, as determined by the Board of Directors. Removal may take place by vote of a majority of the Directors present at any regular meeting of the Board of Directors,
provided at least fifteen days' prior notice is given of intention to remove such officer at such meeting.
Section 4: Vacancies. A vacancy in any office
because of death, resignation, removal, disqualification, or otherwise may be filled by majority vote of the Board of Directors present at any regular meeting.
Section 5: Salaries of Officers and Directors.
No salaries shall be paid to officers or Directors, but expenses may be reimbursed at the discretion of the Board.
Section 6: President. The President shall
preside at all meetings of the Board of Directors and sign all deeds and conveyances, all contracts and agreements, and all other instruments requiring execution on behalf of the Corporation, and shall act as
operating and directing head of the Corporation, subject to policies established by the Board of Directors. In case of the President's permanent absence or inability to act, the office shall be declared vacant by
the Board of Directors and a successor chosen by the Board.
Section 7: Vice President. It shall be the duty
of the vice President to serve as the presiding officer in the absence of the President at all meetings of the corporation, to assist the President when necessary, and to perform such duties as may be from time to
time assigned.
Section 8: Secretary. The Secretary shall see
that the minutes of all meetings of the Board of Directors and of any standing committees are kept. The Secretary shall be the custodian of the Corporate Seal, if any, and shall affix it to all proper instruments
when deemed advisable. The Secretary shall give or cause to given required notices of all meetings of the Board of Directors. The Secretary shall have charge of all the books and records of the Corporation, except
the books of account and, in general, shall perform all the duties incident to the office of Secretary of a Corporation and such other duties as may be assigned.
Section 9: Treasurer. The Treasurer shall serve
as the Chairman of the Finance Committee and shall have general custody of all the funds and securities of the corporation, except such as may be required by law to be deposited with any state official. The
Treasurer shall see to the deposit of the funds of the Corporation in such bank or banks as the Board of Directors may designate. Regular books of account shall be kept under the Treasurer's direction and
supervision, and the Treasurer shall render financial statements to the President and Directors at proper times. The Treasurer shall have charge of the preparation and filing of such reports and financial statements
and returns as may be required by law.
ARTICLE VI
MEMBERSHIP CERTIFICATES
Section 1: Certificate of Membership. The
corporation may issue certificates of membership to Organization and/or Individual Members, signed in the name of the Corporation by the President or a vice President and the Secretary of the Corporation.
ARTICLE VII
FISCAL YEAR
The fiscal year of this Corporation shall be January 1 through December 31, or such as may be fixed by resolution of the
Board of Directors.
ARTICLE VIII
REPEAL, ALTERATION, OR AMENDMENT
These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by a majority of the Organization
Members present at any regular meeting of the Board of Directors, provided at least fifteen days' prior written notice is given of intention to alter, amend, repeal, or adopt new Bylaws at such meeting.
ADOPTED this 24th day of March, 1998.
AMENDED this 26th day of June, 2001
Back to Top
|
