BY LAWS OF THE United Phoenix Fire Fighters Emerald Society
An Arizona not-for-profit Corporation
The United Phoenix Fire Fighters Emerald Society (the “Society”) has been formed for the primary purpose of raising funds for other charities. Including, but not limited to, United Phoenix Fire Fighters charities, Cystic Fibrosis, Habitat for Humanity and the Arizona Foundation for burns and trauma.
ARTICLE I
Offices
Section 1. Organization The Society is a non-profit Corporation
under the laws of the State of Arizona .
Section 2. Offices The Society shall maintain its principal
office in Phoenix , Arizona or such other place within the State
of Arizona as determined by the Board of Trustees or as the
business of the Society may require from time to time where all
business of the Society may be transacted.
Section 3. Known Place of Business The known place of business
of the Society, as required buy A.R.S. 10-1008 to be maintained
in the State of Arizona, may, but not need, be identical with
the office of its statutory agent of the Society in the State of
Arizona. The address of the known place of business may be
changed from time to time by the Board of Trustees in accordance
with A.R.S. 10-1009.
ARTICLE II
Members
Section 1. Membership The society will have members.
ARTICLE III
Trustees
Section 1. Powers of Trustees The business and affairs of the
Society shall be managed by its Board of Trustees.
Section 2. Number The Board of Trustees shall always consist of
at least three (3) but no more than {enter name here} Trustees.
Subject to the foregoing limitations, the number of Trustees may
be altered from time to time by a duly adopted resolution of the
Board of Trustees, provided that no decrease shall have the
effect of shortening the term of any incumbent Trustee. The
Trustees shall be divided into three (3) classes, the number in
each class to be fixed as nearly as equally in number as
possible.
Section 3. Election of Trustees The Board of Trustees as
provided in the Articles of Incorporation shall elect the first
Board of Trustees at the organization meeting. Thereafter, the
Board of Trustees at its annual meeting shall elect Trustees
whose terms are due to expire and each Trustee elected shall
hold office for the term for which he or she is elected or until
his or her successor is elected or until his or her earlier
death, resignation, or removal. Each Trustee shall have one vote
for each trusteeship to be elected. The nominee receiving the
highest number of votes in the election for each trusteeship
shall be elected to the Board.
Section 4. Term of Office The term of office of the first class
of Trustees shall expire at the time of the annual meeting in
2006. The term of office of the second class of Trustees shall
expire at the time of the annual meeting in 2007. The term of
office of the third class of Trustees shall expire at the time
of the annual meeting in 2008. At such annual meeting and at
each annual meeting thereafter, a number of Trustees equal to
the number in the class whose term then expires of such greater
or lesser number in said class as may have been designated by a
duly adopted resolution of the Board of Trustees shall be
elected for terms of three (3) years. Trustees shall not be
limited in the number of terms they may serve.
Section 5. Resignation Any Trustee of the Society may resign at
any time, by giving written notice thereof to the Society. Such
resignation shall take effect at the time specified therein and,
unless otherwise specified with respect thereto, the acceptance
of such resignation shall not be necessary to make it effective.
Section 6. Vacancies Any vacancy occurring in the Board of
Trustees by reason of death, resignation, or removal, or any
trusteeship to be filled by reason of an increase in the number
of Trustees, shall be filled by the affirmative vote of the
majority of the remaining Trustees, although less than a quorum,
or by sole remaining Trustee, at a special regular or annual
meeting. A trustee elected to fill a vacancy occurring in the
Board of Trustees shall hold office until the next election of
Trustees.
Section 7. Removal A Trustee may be removed, with or without
cause, at a meeting called expressly for that purpose, by a vote
of a majority of the Trustees.
Section 8. Quorum One-third (1/3) of the number of Trustees
shall constitute a quorum for the transaction of business at any
meeting of the Board of Trustees, but if less than such number
is present at a meeting, the majority of the Trustees present my
adjourn the meeting from time to time without further notice.
Section 9. Manner of Acting The act of the majority of the
Trustees present at a meeting at which a quorum is present shall
be the act of the Board of Trustees, unless the act of a greater
number is required by law, the Articles of Incorporation, or as
otherwise provided in these By Laws.
Section 10. Annual and Special Meetings Meetings of the Board of
Trustees, annual or special, shall be held at such time, on such
day, and at such place as the Chairperson of the Board of
Trustees, or a majority of the Board of Trustees shall
designate, and may be held by means of conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other, their
participation in such a meeting to constitute presence in
person.
Section 11. Notice Notice of any meeting shall be delivered at
least two (2) days previous thereto by written notice delivered
personally, by mail or by any other commercially acceptable
means of business communication including, but not limited to,
overnight mail, electronic mail, telex or tele-copier to each
Trustee at his or her address. If mailed, such notice shall be
deemed to be delivered two (2) business days after deposit in
the United States mail, so addressed, by certified delivery with
postage prepaid.
Neither the business to be transacted at, nor the purpose of,
any annual of special meeting of the Board of Trustees need be
specified in the notice or waiver of notice of such meeting
unless otherwise required by the Articles of Incorporation or
these Bylaws.
Section 12. Action Without a Meeting Any action required or
permitted to be taken by the Board of Trustees at a meeting may
be taken without a meeting if all Trustees entitled to vote
consent thereto in writing specifically setting forth such
action taken. Such consent shall have the same effect as a
unanimous vote.
Section 13. Compensation and Expenses Trustees shall serve as
such without compensation. Expenses incurred in connection with
the performance of the official duties may be reimbursed to
Trustees upon approval of the Board of Trustees, or the
designated officer of the Board of Trustees. A Trustee shall not
be precluded from serving the Society in any other capacity nor
from receiving compensation for such other services.
Section 14. Presumption of Assent A Trustee of the Society who
is present at a meeting of the Board of Trustees at which action
on any corporate matter is taken shall be presumed to have
assented to the action unless his or her dissent shall be
entered in the minutes of the meeting or unless he or she shall
file his or her written dissent to such action with the
Secretary of the Society within ten (10) days after the
adjournment of the meeting, or at the time of the next meeting,
whichever is sooner. Such right to dissent shall not apply to a
Trustee who voted in favor of such action.
ARTICLE IV
Committees
Section 1. Executive Committee The Board of Trustees, by
resolution adopted by a majority of the full board, may
designate an Executive Committee consisting of one or more
Trustees. One of the members of the Executive Committee shall be
designated as Chairman of the Executive Committee. To the extent
provided in such resolution, the Executive Committee shall have
an may exercise all the authority of the Board of Trustees;
provided, however, that the Executive Committee shall not have
the authority of the Board of Trustees in reference to the
following matters:
- The filling of the vacancies on the Board of Trustees or in any committee of the Board of Trustees:
- The amendment or repeal of the Society's Articles of Incorporation or Bylaw or the adoption of new Articles of Incorporation or Bylaws;
- The fixing of compensation of Trustees for serving on the Board of Trustees or on any committee of the Board of Trustees; and
- The liquidation or dissolution of the Society, or the transfer, disposition, or encumbrance of the properties or assets of the Society other than in the ordinary course of the Society's business.
An Executive Director of the Society may be appointed by the
Society Board. The Executive Director of the Society may not
obligate the Society without prior approval of the Executive
Committee.
Section 2. Other Committees The Board of Trustees, by
resolutions adopted by a majority of the full Board, may appoint
such other committee or committees as it shall deem advisable
and with such rights, powers, and authority as it shall
prescribe except as otherwise provided by law. Each such
committee shall consist of one or more Trustees.
Section 3. Tenure Each member of a committee shall continue as a
member thereof until the expiration of his or her term as a
Trustee or his or her earlier resignation or deaths, unless
sooner removed as a member or as a Trustee.
Section 4. Committee Changes The Board of Trustees, with or
without cause, may dissolve any committee or remove any member
thereof at any time. The Board of Trustees shall also have the
power to fill vacancies in any committee.
ARTICLE V
Officers
Section 1. Number The officers of the Society shall be a
president, a Vice President, a Secretary, a Treasurer, and such
other officers, assistant officers and agents as may be deemed
necessary by the Board of Trustees. Any two or more offices may
be held by the same person, except the two offices of President
and Secretary.
Section 2. Election and Term of Office The officers of the
Society shall be elected annually by a vote of the Board of
Trustees at the annual meeting of the Board of Trustees. Each
officer shall hold office until his or her successor shall have
been duly elected and shall have qualified, or until his or her
earlier death, resignation, or removal.
Section 3. Removal Any officer or agent may be removed, with or
without cause, by a vote of the Board of Trustees whenever in
its judgment the best interests of the Society will be served
thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create
contract rights.
Section 4. Vacancies A vacancy in any office because of death,
resignation, removal, disqualification, creation of a new
office, or any other reason, may be filled by a vote of the
(majority of the full) Board of Trustees for the unexpired
portion of the term.
Section 5. President The President shall be the chief executive
office of the Society and subject to the direction of the Board
of Trustees, shall have general charge of the business, affairs,
and property of the Society and general supervision over its
other officers and agents. The President shall chair all
meetings of the Board of Trustees and shall perform all duties
incident to the office of President and shall see that all
orders and resolutions of the Board of Trustees are carried into
effect.
Unless otherwise prescribed by the Board of Trustees, the
president shall have full power and authority to attend, act,
and vote on behalf of the Society at any meeting of the security
holders of other corporations in which the Society may hold
securities. At any such meeting, the President shall possess and
may exercise any and all rights and powers incident to the
ownership of such securities that the Society might have
possessed and exercised if it had been present. The President
shall further possess the power to endorse such securities for
transfer on behalf of the Society by signing the name of the
Society in his or her capacity as President. The Board of
Trustees may from time to time confer like powers upon any other
person or persons.
Section 6. Secretary The Secretary shall (a) keep the minutes of
all meetings and proceedings of the board of Trustees, (b) see
that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law, (c) have
charge of all the corporate books and records except for such
financial books and records as are the responsibility of the
Treasurer, (d) have charge of the seal of the Society, if any,
and see that such seal is affixed to all documents the execution
of which on behalf of the Society under its seal is duly
authorized, and (e) in general perform all of the duties, as
from time to time, may be assigned to him or her by the
President or Board of Trustees.
Section 7. Treasurer The Treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of
the Society, and all financial books, records and accounts of
the Society, (b) receive and give receipts for monies due and
payable to the Society from any source whatsoever, and deposit
all such monies in the name of the Society in such banks, trust
companies or other depositories as shall be selected by the
Board of Trustees, and (c) in general perform all of the duties
incident to the office of Treasurer and such other duties as
from time to time may be assigned to him or her by the President
or by the Board of Trustees. If required by the Board of
Trustees, the Treasurer shall give a bond for the faithful
discharge of his or her duties in such form and with such surety
or sureties as the Board of Trustees shall determine.
Section 8. Vice Presidents In the absence of the President, or
in the event of his or her death, inability, or refusal to act,
the Vice President (or in the event there be more than one Vice
President, the Vice Presidents in the order designated at the
time of their election, or in the absence of any designation,
then in the order of their election) shall perform the duties
and exercise the powers of the President and when so acting,
shall have all the powers of, and be subject to all the
restrictions upon, the President. Any Vice President shall have
such powers and perform such duties as, from time to time, may
be assigned to him or her by the President or the Board of
Trustees.
Section 9. Additional Officers Other officers, assistant
officers, or agents elected or appointed by the Board of
Trustees shall perform such duties as shall be assigned to them
by the President or the Board of Trustees.
Section 10. Compensation and Expenses Officers shall serve as
such without salary. Expenses incurred in connection with
performance of their official duties may be reimbursed to
officers upon approval by the Board of Trustees. An officer
shall not be precluded from serving the Society in any other
capacity nor from receiving compensation for services rendered
in such other capacity.
ARTICLE VI
Contracts, Loans, Checks and Deposits
Section 1. Contracts The Board of Trustees may authorize any
officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on
behalf of the Society, and such authority may be general or
confined to specific instances.
Section 2. Loans No loans shall be contracted on behalf of the
Society and no evidences or indebtedness shall be issued in its
name unless authorized by a resolution of the Board of Trustees.
Such authority may be general or confined to specific instances;
provided, however, no loans shall be made by the Society to its
Trustees or officers.
Section 3. Checks and Other Instruments All checks, drafts or
other orders for the payment of money, notes or other evidences
of indebtedness issues in the name of the Society shall be
signed by such officer or officers, agents or agents of the
Society and in such manner as shall from time to time be
determined by resolution of the Board of Trustees.
Section 4. Deposits All funds of the Society not otherwise
employed shall be deposited to the credit of the Society in such
banks, trust companies or other depositories as the Board of
Trustees may select.
ARTICLE VII
Corporate Seal
The Board of Trustees may provide a corporate seal which, in
such event, shall be circular in form, shall have inscribed
thereon the name of the Society, the year of its incorporation,
and the state of incorporation. The seal shall be in the custody
of the Secretary .
ARTICLE VIII
Waiver of Notice
Whenever any notice is required to be given to any Trustee of
the Society, a waiver thereof in writing signed by such Trustee,
whether before or after the time state therein, shall be
equivalent to the giving of such notice. Attendance of a Trustee
at a meeting shall constitute a waiver of notice of such
meeting, except when the Trustee attends such meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
ARTICLE IX
Amendment of Bylaws
These Bylaws may be altered, amended, re-repealed or new Bylaws
adopted by a vote of the majority of the full Board of Trustees.
ARTICLE X
The Society will not have or issue shares of stock. No dividends will be paid. No part of the income or assets of the Society will be distributed to its Trustees or officers without full consideration. The Society may contract in due course with its Trustees and officers without violating this provision.
ARTICLE XI
Affiliated Transactions and Interested Trustees
Section 1. Affiliated Transactions No contract or other
transaction between the Society and Interested Persons (as
hereinafter defined), including the sale, lease or exchange of
property to or from Interested Persons, the lending or borrowing
of monies to or from Interested Persons by the Society or the
payment of compensation by the Society for services provided by
Interested Persons, shall be void or void able because of the
relationship or interest between the Society and the Interested
Persons or because any Interested Person is present at the
meeting of the Board of Trustees or a committee thereof which
authorizes, approves or ratifies such transaction or because
his, her or their votes are counted for such purpose if:
- The fact of such relationship or interest is disclosed or known to the Board of Trustees or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of any Interested Person(s);
- The contract or transaction is fair and reasonable to the Society at the time of the contract or transaction is authorized, approved or ratified in the light of circumstances known to those entitled to vote thereon at that time.
As used here, the term “Interested Person” shall mean any
Trustee or officer of the Society or any corporation, firm,
association or other entity in which one or more of the
Society's Trustees or officers are directors, officers or
members or are financially interested.
Any person seeking to establish that a contract or transaction
described herein is void or void able for any reason set forth
herein shall first prove, by a preponderance of the evidence,
that the provision of subparagraphs (a) and (b) of Section 1 are
not applicable.