BYLAWS
OF
COCONINO COUNTY SUSTAINABLE ECONOMIC DEVELOPMENT INITIATIVE
AN ARIZONA NON‑PROFIT CORPORATION
ARTICLE I. Name
The name of the corporation shall be Coconino County Sustainable Economic Development Initiative, an Arizona Non-Profit Corporation (hereinafter the “Corporation”).
ARTICLE II. Offices
The known place of business of the Corporation is Flagstaff, Arizona. The Corporation may have such other offices, either within or without the State of Arizona, as the Board of Directors may determine from time to time. The known place of business shall store the records of the Corporation.
ARTICLE III. Purpose
The purpose of this Corporation is to be operated as a nonprofit corporation under the Internal Revenue Code Section 501(c)(3) solely and exclusively for the promotion of charitable, educational and scientific purposes and specifically to create and preserve a high quality of life for the residents of Coconino County and Northern Arizona by expanding sustainable economic opportunities. Without limiting the generality of the foregoing or the character of the affairs to be conducted by the Corporation in the future, the Corporation initially shall conduct the following business: Work with partners throughout Coconino County and Northern Arizona to create and preserve a high quality of life for the residents of such communities by expanding sustainable economic opportunities that foster social equity, economic prosperity and ecological health, and all other legally authorized activities of a duly organized nonprofit tax-exempt corporation as set forth in the Arizona Revised Statutes and the Internal Revenue Code of 1986, or any future United Sates Internal Revenue Law.
Solely for the above-purposes, the Corporation is empowered to exercise all rights and powers conferred by the laws of the State of Arizona upon non-profit corporations, including, but without limitation thereon, the right and power to receive gifts, bequests, and contributions in any form, to collect dues and to use, apply, invest and reinvest the principal and/or income therefrom or to distribute the same for the above-purposes.
ARTICLE IV. Membership
Section 1. Members. There shall be no membership in the Corporation.
ARTICLE V. Board of Directors
Section l. General Powers.
Subject to limitations contained in the Articles of Incorporation or prescribed by law, the Board of Directors shall conduct, or direct the conduct of, the Corporation’s affairs.
Section 2. Number of Directors.
The authorized number of Directors of the Corporation shall be no less than 15 and no more than 35 persons, exclusive of Alternates.
Section 3. Selection and Term.
a) The members of the Board of Directors shall be selected by the Board at the Board’s annual meeting or at such other time as the Board may designate.
b) The term of a Director shall be three (3) years.
c) A Director may be appointed for up two (2) terms.
d) After completing two (2) terms, a Director is not eligible for re-appointment for one (1) year.
Section 3.1 Alternates.
a) The Nominating Committee of the Board of Directors shall vet all Alternate nominations made by Board members and shall forward a recommendation to the Board.
b) The President of the Board may appoint Alternates to Committees established by the Board and Alternates may fully participate in all Committee functions.
c) Alternates may vote at Board meetings only when their corresponding principal Board member is absent. Alternates permitted by this subsection to vote at a meeting of the Board shall do so only as a representative of the corresponding principal member except that if the principal Board member’s position is vacant, then the Alternate shall vote in his or her own right.
d) The term of an Alternate shall correspond with the term of the corresponding principal Board member.
Section 4. Resignation, Removal and Vacancy.
Any Director may resign by submitting a written resignation to the Board of Directors or the President of the Corporation. Any one or more of the Directors may be removed without cause if such removal is approved by a majority of all Directors then in office, provided, however, that if practicable, a Director shall not be removed without an opportunity to communicate to the Board his or her opposition to removal. Any vacancy on the Board may be filled by a majority of all Directors then in office. The term of office of a person appointed to fill a vacancy on the Board shall be three (3) years.
Section 5. Compensation.
Directors shall not receive compensation for their services as Directors but may, by agreement of the Board, be reimbursed for properly documented, reasonable expenses incurred in connection with duties performed as Directors. Nothing in this Section shall be construed to preclude a Director from serving the Corporation in any capacity other than as a Director and receiving reasonable compensation for such other services.
Section 6. Annual Meetings.
An annual meeting of the Board of Directors shall be held at the Corporation’s known place of business, or at such other place as the Board designates, during the month of June of each year, or at such other date, time and place as the Board designates. Notice stating the precise place, day and hour of the annual meeting shall be given either personally, by mail, telephone call, or electronic transmission, to each Director not less than five (5) days before the date of the meeting. At the annual meeting, the Board shall transact such business as may properly come before it.
Section 7. Special Meetings.
Special meetings of the Board of Directors may be called for any proper purpose by the President, by any other officer of the Corporation or by any Director. Written notice stating the place, day and hour of any special meeting and briefly describing any matter intended for consideration at the meeting shall be given either personally, by mail, telephone call, or electronic transmission to each Director not less than five (5) days before the date of the meeting.
Section 8. Action Without a Meeting.
Any action required or permitted to be taken at a meeting of the Board of Directors, including the election of Directors, may be taken without a meeting and without prior notice if a majority of the Directors sign one or more written consents setting forth the action so taken. Written consents obtained as described in this Section shall be filed with the minutes of the meetings. If a request for consent to action without a meeting is sent to all of the members of the Board of Directors, any written communication, including but not limited to email, by a member of the Board of Directors to the Secretary expressly voting on an issue intended to be addressed without a meeting shall be sufficient to meet the requirements of this section requiring a written consent.
Section 9. Quorum and Voting.
A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum is present when a meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned, regardless of the departure of one or more Directors. Except as otherwise provided by law, every act or decision done or made by a majority of the Directors at a meeting duly held at which a quorum is present shall be the act or decision of a quorum, except that a majority of the Directors present may adjourn the meeting from time to time without notice. If a Director is not present, but has sent in his or her proxy regarding an actionable issue, then that Director shall be deemed present at such a meeting.
Section 10. Telephone, Video, and Internet Meetings.
Directors may participate in meetings of the Board of Directors by conference telephone, video-conferencing, Internet, or similar means of communication so long as all participating Directors are able clearly to hear one another. Directors so participating in a meeting shall be deemed present at such meeting.
Section 11. Absence of Liabilities.
No Director shall be personally liable for the debts, liabilities or other obligations of the Corporation.
Section 12. General Accountabilities.
Board members are committed to the missions and goals of the Corporation. The Board, without limitation, is involved in, or accountable for, the following:
a) Promoting understanding and acceptance of the Corporation;
b) Providing leadership and strategic direction to the Corporation;
c) Setting policy and ensures that the Corporation has adequate resources to carry out its mission;
d) Being accountable for legal and financial governance of the Corporation;
e) Enhancing the Corporation’s public image;
f) Assessing the Corporation’s performance;
g) As a whole, providing moral and professional support to staff and evaluating their performance;
h) Evaluating its own effectiveness as a governing body and as a group of volunteers in upholding the public interest; and
i) Making an annual monetary contribution to SEDI according to ability.
j) Serving on a SEDI Committee or project team.
Section 15. Conflict of Interest Policy.
The Corporation shall have a Conflict of Interest Policy, which shall be approved by the Board, to ensure transparency and competitiveness. If a Director elects to serve the Corporation in any capacity other than as a Director, then such service shall be in accordance with the Corporation’s Conflict of Interest Policy.
ARTICLE VI. Officers
Section 1. Titles.
The Corporation shall have a President, a Vice‑President, a Secretary, and a Treasurer. The Corporation may also have such other officers as the Board of Directors designates which officers shall serve such terms and have such powers and duties as the Board may from time to time prescribe. Any two or more offices may be held by the same person, except the offices of President and Secretary shall not be held by the same person.
Section 2. Election and Term of Office.
The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. New officers may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his/her successor has been duly elected and qualified.
Section 3. Removal.
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. Powers and Duties.
The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors.
ARTICLE VII. Committees
Section 1. Committees Generally.
The Board of Directors may create Committees as needed to meet the General Accountabilities outlined in Article V, Section 14, or as otherwise deemed necessary by the Board of Directors. The President shall appoint all Committee chairs. Alternates may also serve on Committees, and may be appointed to serve as Committee chairs.
Section 2. Powers and Duties.
The Committees shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors.
Section 3. Finance, Executive, and Nominating Committee.
The Board shall, at a minimum, create a Finance Committee, Executive Committee, and Nominating Committee. Such Committees shall be accountable to the Board of Directors.
ARTICLE VIII. Contracts, Checks,
Deposits and Gifts
Section 1. Contracts.
The Board of Directors, may from time to time authorize in resolutions or other directives of the Board of Directors, any officer, agent or Committee of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract, execute and deliver any instrument in the name of and on behalf of the Corporation, or to delegate such duties, and such authority may be general or may be confined to specific instances.
Section 2. Checks, Drafts or Orders.
All checks, drafts or orders for the payment of money, notes or other evidences or indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation and in such manner as shall be determined by the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the Corporation.
Section 3. Deposits.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts.
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for any purpose of the Corporation so long as those purposes are authorized under Section 501(c) and Section 509(a)(1) of the U.S. Internal Revenue Code.
ARTICLE IX. Fiscal Year
The fiscal year of the Corporation shall be July 1 through June 30.
ARTICLE X. Waiver of Notice
Whenever any notice is required to be given under the provisions of these Bylaws, a waiver thereof 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 the giving of such notice.
ARTICLE XI. Indemnification
To the extent permitted by law, the Corporation may indemnify any person who is or was a director, officer, or other agent of the Corporation against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any threatened, pending or completed proceeding.
ARTICLE XII. Insurance
The Corporation, to the extent permitted by Arizona law, may purchase and maintain insurance on behalf of any person who is or was an officer of the Corporation, or is or was serving at the request of the Corporation as a member, director, or officer of another corporation, partnership, joint venture, trust or other enterprise.
ARTICLE XIV. Repeal, Alteration or Amendment
These Bylaws may be repealed, altered or amended, or substitute Bylaws may be adopted at any time by a majority of the Board of Directors.
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