Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
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| FORM 990, PART VI, SECTION A, LINE 4 | AMENDED AND RESTATED ARTICLES OF INCORPORATION FOR DATED JANUARY 6, 2020 METROPOLITAN PIMA ALLIANCE, INC. ARTICLE I NAME OF CORPORATION THE NAME OF THIS CORPORATION, WHICH IS INCORPORATED AS A NONPROFIT CORPORATION UNDER THE LAWS OF THE STATE OF ARIZONA, IS AND SHALL BE METROPOLITAN PIMA ALLIANCE, INC. IN THESE ARTICLES OF INCORPORATION, METROPOLITAN PIMA ALLIANCE, INC. MAY BE REFERRED TO AS "THE CORPORATION." ARTICLE II PURPOSE AND OBJECT THE CORPORATION INITIALLY INTENDS, IN COOPERATION WITH OTHER COMMUNITY ORGANIZATIONS, TO CONDUCT RESEARCH TO BETTER IDENTIFY AND RESOLVE ISSUES THAT AFFECT THE GROWTH AND DEVELOPMENT OF THE PIMA COUNTY AREA AND TO INFORM AND EDUCATE THE GENERAL PUBLIC AS WELL AS THE DEVELOPMENT INDUSTRY REGARDING DEVELOPMENT ISSUES AND PRACTICES. ARTICLE III EXEMPT NONPROFIT PURPOSE THE CORPORATION SHALL ENDEAVOR TO PROMOTE AND IMPROVE THE CONDITIONS OF THE REAL ESTATE INDUSTRY, AS THAT EXEMPT PURPOSE IS DESCRIBED IN SECTION 501(C)(6) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO TIME (THE "CODE"). SUCH CONDITIONS SHALL BE IMPROVED BY EDUCATIONAL FORUMS, PUBLICATIONS, SEMINARS, BREAKFAST AND OTHER COMMUNITY MEETINGS, AND OTHER ACTIVITIES UNDERTAKEN BY THE CORPORATION INCLUDING, BUT NOT LIMITED TO, THE FORMULATION OF PLANS AND STRATEGIES TO IMPROVE AND ENHANCE REAL ESTATE DEVELOPMENT AS WELL AS COMMUNITY CONDITIONS DIRECTLY IMPACTING SUCH DEVELOPMENT. THE CORPORATION'S PURPOSES SPECIFICALLY DO NOT INCLUDE PECUNIARY PROFIT, GAIN OR PRIVATE ADVANTAGE FOR ITS INCORPORATORS, DIRECTORS OR OFFICERS. NO PART OF THE ASSETS OR INCOME OF THE CORPORATION SHALL INURE TO THE BENEFIT OF ANY PRIVATE INDIVIDUAL. NOTWITHSTANDING THAT THIS CORPORATION SHALL BE AUTHORIZED TO, AND SHALL MAKE REASONABLE CHARGES FOR, ANY SERVICES RENDERED BY IT OR ANY PRODUCT SOLD BY IT OR FOR MATERIALS AND PUBLICATIONS FURNISHED BY IT, ALL FUNDS RECEIVED BY THIS CORPORATION FOR ITS SERVICES, MATERIALS, OR PUBLICATIONS, OR OTHERWISE IN EXCESS OF THE COST OF ANY OF ITS OPERATIONS SHALL BE USED FOR THE ACCOMPLISHMENT OF ITS OBJECTS AND PURPOSES. THE CORPORATION SHALL BE PERMITTED TO TRANSFER ASSETS OWNED BY IT TO OTHER ORGANIZATIONS EXEMPT FROM TAX UNDER SECTION 501(A) OF THE CODE FOR USE IN THEIR EXEMPT ACTIVITIES. THE FOREGOING OBJECTS AND PURPOSES SHALL BE GIVEN THE BROADEST MEANING POSSIBLE AND SHALL NOT BE RESTRICTIVELY INTERPRETED; PROVIDED, HOWEVER, THAT ANY SUCH ACTIVITY SHALL, AT THE TIME ENGAGED IN, REMAIN WITHIN THE SCOPE OF ACTIVITIES PERMITTED BY SECTION 501(C)(6) OF THE CODE OR BE INCIDENTAL TO SUCH ACTIVITIES. ALL REFERENCES IN THESE ARTICLE TO PROVISIONS OF THE CODE SHALL BE DEEMED ALSO TO REFER TO SUCH CORRESPONDING PROVISIONS OF ANY FUTURE ACTS OF CONGRESS OF THE UNITED STATES AS MAY BE SUBSTITUTED THEREFORE. ARTICLE IV BOARD OF DIRECTORS THE AFFAIRS OF THE CORPORATION SHALL BE CONDUCTED BY A BOARD OF DIRECTORS CONSISTING OF A NUMBER OF DIRECTORS TO BE FIXED IN ACCORDANCE WITH THE BYLAWS. THE CORPORATION SHALL HAVE NO MEMBERS AS DEFINED BY ARIZONA REVISED STATUTES 10-3140, BUT SHALL BE CONTROLLED AND DIRECTED BY THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS SHALL ELECT, REMOVE AND REPLACE THE DIRECTORS. THE BOARD OF DIRECTORS MAY APPOINT OFFICERS TO ASSIST THE BOARD OF DIRECTORS IN THE CONDUCT OF THE CORPORATION'S AFFAIRS, ALL AS PROVIDED BY THE BYLAWS. A PERSON MAY HOLD MORE THAN ONE POSITION CONCURRENTLY, EXCEPT AS PROVIDED BY LAW. THE CORPORATION MAY FOR PURPOSES OF COMMUNITY INVOLVEMENT AND PARTICIPATION ESTABLISH CATEGORIES AND CLASSIFICATIONS OF SOCIAL, BUSINESS AND OTHER MEMBERSHIP FOR PERSONS OR ENTITIES WISHING TO BE INVOLVED WITH THE CORPORATION, OR TO FURTHER THE CORPORATION'S OBJECTIVES, BUT SUCH CATEGORIES AND CLASSIFICATIONS SHALL NOT IN ANY CASE CREATE MEMBERS OR MEMBERSHIP, NOR ANY VOTING RIGHTS FOR ELECTION OF DIRECTORS, AS THOSE TERMS AND CONCEPTS ARE UNDERSTOOD AND DEFINED IN ARIZONA REVISED STATUTES 10-3140. ARTICLE V ADDRESS OF CORPORATION THE ADDRESS AND KNOWN PLACE OF BUSINESS OF THE CORPORATION IS 2 EAST CONGRESS, SUITE 600, TUCSON, AZ 85701. ARTICLE VI LIMITATION OF LIABILITY THE PERSONAL LIABILITY OF THE DIRECTORS TO THE CORPORATION FOR MONETARY DAMAGE FOR ANY ACTION OR FAILURE TO TAKE ANY ACTION AS A DIRECTOR IS ELIMINATED TO THE FULLEST EXTENT PERMITTED BY A.R.S. 10-3202(B)(1), AS IT MAY HEREAFTER BE AMENDED OR RENUMBERED, OR THE ANALOGOUS PROVISION OF ANY FUTURE ARIZONA NONPROFIT CORPORATION CODE. ARTICLE VII NON-VOTING PARTICIPATION NON-VOTING PARTICIPATION IN THE CORPORATION SHALL BE AVAILABLE TO PERSONS OR ENTITIES UPON THEIR APPLICATION TO, AND ACCEPTANCE BY, THE BOARD OF DIRECTORS FOR MEMBERSHIP. QUALIFICATIONS FOR PARTICIPATION SHALL BE AS FURTHER SET FORTH IN THE BYLAWS OF THE CORPORATION, AND WHILE THE BYLAWS MAY REFER TO MEMBERSHIP OR MEMBERS, SUCH TERMS SHALL NOT CONNOTE VOTING RIGHTS OR MEMBERSHIP AS CONTEMPLATED BY ARIZONA REVISED STATUTES 10-3140. ARTICLE VIII INDEMNIFICATION THE CORPORATION SHALL HAVE ALL POWERS AND DUTIES WITH RESPECT TO INDEMNIFICATION OF OFFICERS AND DIRECTORS OF THE CORPORATION, INCLUDING THOSE SET FORTH IN A.R.S. 10-3850 THROUGH A.R.S. 10-3858, AND MAY PURCHASE INSURANCE AS PROVIDED THEREIN. ARTICLE IX AMENDMENT THESE ARTICLES MAY BE AMENDED BY THE AFFIRMATIVE VOTE OF TWO-THIRDS OF THE MEMBERS OF THE BOARD OF DIRECTORS. ARTICLE X DISSOLUTION UPON THE DISSOLUTION OF THE CORPORATION, WHETHER SUCH DISSOLUTION SHALL RESULT FROM VOLUNTARY ACTION ON THE PART OF THE BOARD OF DIRECTORS OR COURT ORDER, NO PART OF THE REMAINING ASSETS OF THE CORPORATION, AFTER THE DISCHARGE OF ALL CORPORATE LIABILITIES, SHALL INURE TO THE PRIVATE PROFIT, BENEFIT OR ADVANTAGE OF ANY MEMBER, DIRECTOR OR FORMER DIRECTOR, OR ANY INCORPORATOR, BUT THE WHOLE OF THE REMAINING ASSETS SHALL BE DISTRIBUTED BY THE DIRECTORS IN CASH OR IN KIND, IN FEE, ABSOLUTELY, AND WITHOUT POSSIBILITY OF REVERSION, AS ABSOLUTE GIFTS WITHOUT RETURN CONSIDERATION, DIRECT OR INDIRECT, IN SUCH AMOUNTS AND PROPORTIONS AS THE SAID DIRECTORS SHALL DETERMINE, TO SUCH CORPORATION, SOCIETIES, ASSOCIATIONS AND INSTITUTIONS WHICH BY REASON OF THEIR PROMOTION OF BUSINESS AND INDUSTRY PURPOSES HAVE BEEN HELD TO BE EXEMPT FROM THE PAYMENT OF FEDERAL INCOME TAXES UNDER SECTION 501(C)(6) OF THE CODE. THE DETERMINATION OF THE DIRECTORS WITH RESPECT TO ALL SUCH DISTRIBUTIONS SHALL BE FINAL. |
| FORM 990, PART VI, SECTION A, LINE 4 | AMENDED AND RESTATED BYLAWS OF THE METROPOLITAN PIMA ALLIANCE, INC. A NONPROFIT CORPORATION ARTICLE I PURPOSE THE PURPOSES AND POWERS OF THE CORPORATION ARE SET FORTH IN, AND GOVERNED AND LIMITED BY, ITS ARTICLES OF INCORPORATION. THE CORPORATION IS A NONPROFIT, CHARITABLE AND EDUCATIONAL CORPORATION, AND SHALL NOT HAVE NOR ISSUE CAPITAL STOCK OR OTHER EVIDENCES OF PRIVATE OWNERSHIP OR INTEREST IN THE CORPORATION OR ANY OF ITS ASSETS, AND NO PART OF THE NET PROFITS OF THE CORPORATION SHALL INURE TO THE BENEFIT OF ANY PRIVATE INDIVIDUAL OR MEMBER. ARTICLE II MISSION STATEMENT MPA WORKS TO CREATE A PROSPEROUS COMMUNITY BY PROMOTING COLLABORATIVE REAL ESTATE DEVELOPMENT POLICIES, BUILDING PARTNERSHIPS AND FINDING COMMON GROUND. ARTICLE III MEMBERSHIP AND VOTING THE CORPORATION SHALL HAVE NO VOTING MEMBERS. HOWEVER, THE CORPORATION MAY HAVE TWO (2) CLASSES OF NON-VOTING MEMBERS AS FOLLOWS, NONE OF WHOM SHALL BE DEEMED MEMBERS PURSUANT TO ARIZONA REVISED STATUTES 10-3140: SECTION 1. GENERAL MEMBERS THE GENERAL MEMBERS OF THE CORPORATION ("GENERAL MEMBERS") SHALL CONSIST OF THOSE PERSONS OR ENTITIES HAVING AN INTEREST IN SUPPORTING AND FURTHERING THE OBJECTIVES OF THE CORPORATION AS APPROVED OR RATIFIED FROM TIME TO TIME BY THE BOARD OF DIRECTORS. EACH GENERAL MEMBER SHALL DULY APPOINT ONE PERSON TO BE ITS DESIGNATED REPRESENTATIVE (THE "DESIGNATED REPRESENTATIVE"). THE GENERAL MEMBERS SHALL IDENTIFY AND MAY CHANGE THE DESIGNATED REPRESENTATIVE ONLY UPON WRITTEN NOTICE FROM THE GENERAL MEMBER TO THE CORPORATION. THE DESIGNATION OR RE-DESIGNATION OF THE DESIGNATED REPRESENTATIVE IS SUBJECT TO THE BOARD OF DIRECTORS' APPROVAL. ONLY THE DESIGNATED REPRESENTATIVE OF A GENERAL MEMBER MAY SERVE ON THE BOARD OF DIRECTORS OR AS A CHAIRPERSON OF A COMMITTEE. THE RIGHTS, PRIVILEGES AND OBLIGATIONS OF EACH GENERAL MEMBER SHALL BE DETERMINED BY THE BOARD OF DIRECTORS. MEMBERSHIP SHALL BE FOR ONE YEAR, WITH THE RIGHT IN THE BOARD OF DIRECTORS TO RENEW ANY MEMBERSHIP AND AT ANY TIME TO CANCEL ANY MEMBERSHIP AND EXPEL ANY GENERAL MEMBER. SECTION 2. GOVERNMENT MEMBERS THE GOVERNMENT MEMBERS OF THE CORPORATION (THE "GOVERNMENT MEMBERS") SHALL CONSIST OF STATE, LOCAL AND COUNTY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITIES HAVING JURISDICTION OVER THE REAL ESTATE DEVELOPMENT INDUSTRY IN THE PIMA COUNTY METROPOLITAN AREA AND APPROVED OR RATIFIED FROM TIME TO TIME BY THE BOARD OF DIRECTORS. 2 EACH GOVERNMENT MEMBER SHALL APPOINT ONE PERSON TO BE ITS DESIGNATED REPRESENTATIVE AND FOUR ADDITIONAL PERSONS WHO MAY RECEIVE MAILINGS AND OTHERWISE PARTICIPATE IN THE ACTIVITIES OF THE CORPORATION. THE DESIGNATED REPRESENTATIVE OF A GOVERNMENT MEMBER MAY SERVE AS A CHAIRPERSON OF A COMMITTEE. THE RIGHTS, PRIVILEGES AND OBLIGATIONS OF EACH GOVERNMENT MEMBER SHALL BE DETERMINED BY THE BOARD OF DIRECTORS. THE GOVERNMENT MEMBERSHIP SHALL BE FOR ONE YEAR, WITH THE RIGHT OF THE BOARD OF DIRECTORS TO RENEW GOVERNMENT MEMBERSHIP AND AT ANY TIME TO CANCEL ANY GOVERNMENT MEMBERSHIP AND EXPEL ANY GOVERNMENT MEMBER. A GOVERNMENT MEMBER SHALL BE ALLOWED TO ATTEND ALL MEETINGS AND PRESENTATIONS OF THE CORPORATION. SECTION 3. DUES AND FEES THE BOARD OF DIRECTORS MAY DETERMINE DUES FOR THE GENERAL MEMBERSHIP AND GOVERNMENT MEMBERSHIP FOR EACH FISCAL YEAR. THE BOARD OF DIRECTORS MAY, IN ITS SOLE DISCRETION, DETERMINE WHAT, IF ANY, ASSESSMENTS ARE TO BE LEVIED AGAINST GENERAL MEMBERS AND GOVERNMENT MEMBERS. NONPAYMENT OF DUES OR ASSESSMENTS SHALL BE GROUNDS FOR TERMINATION OF GENERAL MEMBERSHIP AND GOVERNMENT MEMBERSHIP UNLESS REASONABLE CAUSE EXISTS FOR NONPAYMENT AS DETERMINED BY THE BOARD OF DIRECTORS. SECTION 4. MEMBERSHIP PERIOD AND MEMBERSHIP RIGHTS NEW GENERAL MEMBERS AND GOVERNMENT MEMBERS JOINING THE CORPORATION MAY JOIN AT ANY TIME UPON PAYMENT OF THE MEMBERSHIP DUES. THE MEMBERSHIP FOR EACH GENERAL MEMBER AND GOVERNMENT MEMBER SHALL BEGIN ON THE DATE THE CORPORATION RECEIVES PAYMENT IN FULL OF ITS DUES AND SHALL TERMINATE AT THE END OF THEIR ANNUAL MEMBERSHIP PERIOD AS DETERMINED BY THE BOARD. IN ITS DISCRETION, THE BOARD OF DIRECTORS MAY ACCEPT A PAYMENT PLAN FOR DUES. MEMBERSHIP SHALL BE DEEMED SOLELY FOR PURPOSES OF SOCIAL, BUSINESS, AND COMMUNITY INVOLVEMENT, AND FOR LEARNING, TEACHING AND EDUCATIONAL PURPOSES, ALL IN RELATION TO THE CORPORATION'S ESSENTIAL NONPROFIT PURPOSES. MEMBERSHIP CONFERS ABSOLUTELY NO RIGHTS AND SHALL BE DEEMED AT THE PLEASURE OF THE BOARD OF DIRECTORS. MEMBERSHIP TYPES AND CLASSIFICATIONS MAY BE CHANGED OR ELIMINATED AT ANY TIME AT THE SOLE DISCRETION OF THE BOARD OF DIRECTORS. MEMBERSHIP CARRIES NO VOTING RIGHTS OF ANY NATURE. ARTICLE IV PRIVILEGES AND OBLIGATIONS THE RIGHT OF NON-VOTING MEMBERS TO PARTICIPATE IN REGULAR MEETINGS AND OTHER ACTIONS OF THE GENERAL MEMBERS AND GOVERNMENT MEMBERS, REGULAR, ANNUAL OR SPECIAL, SHALL BE CONTROLLED BY THE BOARD OF DIRECTORS AND LIMITED TO THE GENERAL MEMBERS AND GOVERNMENT MEMBERS IN GOOD STANDING AT THE TIME. ARTICLE V OFFICERS AND DIRECTORS SECTION 1. OFFICERS THE OFFICERS OF THE CORPORATION SHALL CONSIST OF AN EXECUTIVE DIRECTOR, A CHAIRMAN OF THE BOARD (CHAIRMAN), A SECRETARY, A TREASURER, AN IMMEDIATE PAST CHAIRMAN, AN INCOMING CHAIRMAN (IF DETERMINED BY THE BOARD) AND SUCH OTHER OFFICERS AS MAY FROM TIME TO TIME BE PROVIDED FOR BY THE BOARD OF DIRECTORS, WHICH SHALL PRESCRIBE THEIR DUTIES. OTHER THAN THE EXECUTIVE DIRECTOR, THE OFFICERS SHALL BE ELECTED ANNUALLY BY THE BOARD OF DIRECTORS FROM AMONG THE MEMBERS OF THE BOARD OF DIRECTORS. THE OFFICERS SHALL SERVE FOR A ONE (1) YEAR TERM BUT SUCH TERM MAY BE RENEWED BY THE BOARD. SECTION 2. DUTIES OF OFFICERS THE DUTIES OF THE OFFICERS SHALL BE AS FOLLOWS: (A)EXECUTIVE DIRECTOR. THE EXECUTIVE DIRECTOR SHALL BE THE PRINCIPALEXECUTIVE OFFICER OF THE CORPORATION AND, SUBJECT TO THE CONTROL OF THE BOARD OF DIRECTORS, SHALL PERFORM ALL DUTIES INCIDENT TO THE OFFICE OF EXECUTIVE DIRECTOR AND SUCH OTHER DUTIES AS MAY BE PRESCRIBED BY THE BOARD OF DIRECTORS FROM TIME TO TIME. THE EXECUTIVE DIRECTOR MAY BE A PAID EMPLOYEE OF THE CORPORATION. (B)CHAIRMAN. THE CHAIRMAN SHALL CHAIR AND PRESIDE OVER ALL MEETINGSOF THE CORPORATION, AND SHALL BE A MEMBER OF THE BOARD OF DIRECTORS. (C)INCOMING CHAIRMAN. THE INCOMING CHAIRMAN, IN THE ABSENCE ORINABILITY TO ACT OF THE CHAIRMAN, SHALL HAVE ALL THE POWERS AND SHALL PERFORM THE DUTIES OF THE CHAIRMAN. THE INCOMING CHAIRMAN SHALL CHAIR THE GOVERNANCE COMMITTEE. THE INCOMING CHAIRMAN SHALL PERFORM OTHER SUCH DUTIES AS MAY BE AUTHORIZED OR REQUIRED BY THE BOARD OF DIRECTORS. THE INCOMING CHAIRMAN SHALL SUCCEED TO THE OFFICE OF CHAIRMAN AT THE END OF THE CHAIRMAN'S TERM. (D)SECRETARY. THE SECRETARY SHALL KEEP ALL BOOKS AND RECORDS REQUIREDBY LAW, BY THESE BYLAWS, OR BY THE BOARD OF DIRECTORS TO BE KEPT AND SHALL BE GIVEN NOTICES AS REQUIRED BY LAW, THESE BYLAWS OR THE BOARD OF DIRECTORS OR MEMBERS. (E)TREASURER. THE TREASURER SHALL BE RESPONSIBLE FOR THE SUPERVISIONAND MAINTENANCE OF THE FINANCIAL RECORDS OF THE CORPORATION AND SHALL RENDER STATEMENTS OF ANY AND ALL ACCOUNTS OF THE CORPORATION TO THE EXECUTIVE DIRECTOR AND BOARD OF DIRECTORS WHEN SO REQUESTED. (F)IMMEDIATE PAST CHAIRMAN. THE IMMEDIATE PAST CHAIRMAN SHALLSERVE AS CHAIRMAN OF THE GOVERNANCE COMMITTEE IF THE CHAIRMAN IS NOT PRESENT AT A DULY CALLED MEETING. THE IMMEDIATE PAST CHAIRMAN SHALL ALSO PERFORM OTHER SUCH DUTIES AS MAY BE AUTHORIZED OR REQUIRED BY THE CHAIRMAN OR THE BOARD OF DIRECTORS. SECTION 3. GOVERNANCE COMMITTEE 4 THE CORPORATION SHALL HAVE A GOVERNANCE COMMITTEE, WHICH SHALL BE A COMMITTEE OF THE BOARD OF DIRECTORS, AND WHICH SHALL GOVERN THE DAY TO DAY ACTIVITIES OF THE CORPORATION, SUBJECT TO OVERSIGHT AND CONTROL BY THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS MAY FROM TIME TO TIME DELEGATE CERTAIN DUTIES AND RESPONSIBILITIES TO THE GOVERNANCE COMMITTEE. THE GOVERNANCE COMMITTEE SHALL BE COMPRISED OF THE CURRENT OFFICERS WHO ARE DIRECTORS AND NOT MORE THAN FOUR (4) OTHER MEMBERS OF THE BOARD OF DIRECTORS APPOINTED BY THE BOARD OF DIRECTORS, PLUS THE EXECUTIVE DIRECTOR WHO SHALL BE AN EX-OFFICIO, NON-VOTING MEMBER OF THE BOARD OF DIRECTORS. THE GOVERNANCE COMMITTEE SHALL MEET AS CALLED BY THE INCOMING CHAIRMAN OR BY THE EXECUTIVE DIRECTOR. THE GOVERNANCE COMMITTEE SHALL HAVE ONLY THOSE POWERS EXPRESSLY DELEGATED TO IT BY THE BOARD OF DIRECTORS. SECTION 4. ABSENCE OF EXECUTIVE DIRECTOR THE GOVERNANCE COMMITTEE MAY APPOINT FROM ITS MEMBERS A COMMITTEE WHOSE DUTY AND AUTHORITY SHALL BE TO ACT IN INSTANCES WHEN THE EXECUTIVE DIRECTOR HAS RESIGNED, BEEN REMOVED FROM THEIR POSITION, OR IS UNABLE TO ACT IN A SUPERVISORY CAPACITY. |
| FORM 990, PART VI, SECTION A, LINE 4 | SECTION 5. BOARD OF DIRECTORS THE GOVERNING BODY OF THE CORPORATION SHALL BE A BOARD OF DIRECTORS CONSISTING OF NOT MORE THAN TWENTY-FIVE (25) PERSONS, INCLUDING OFFICERS. EACH DIRECTOR MUST BE A DESIGNATED REPRESENTATIVE OF A GENERAL MEMBER IN GOOD STANDING. DIRECTORS SHALL BE APPOINTED BY THE BOARD OF DIRECTORS FOR A TERM OF THREE (3) YEARS AS WILL CORRESPOND TO ONE THIRD (1/3) OF THE ENTIRE BOARD OF DIRECTORS STANDING FOR APPOINTMENT EACH YEAR. THE NUMBER OF DIRECTORS MAY BE INCREASED OR DECREASED FROM TIME TO TIME BY ACTION OF THE BOARD OF DIRECTORS, BUT THE BOARD SHALL BE COMPOSED OF NOT LESS THAN TEN (10)NOR MORE THAN TWENTY-FIVE (25) PERSONS, UNLESS THESE BYLAWS SHOULD BE AMENDED BYTHE BOARD TO PERMIT A DIFFERENT NUMBER. EACH DIRECTOR SHALL SERVE UNTIL HIS OR HERSUCCESSOR SHALL HAVE BEEN DULY APPOINTED AND QUALIFIED. DIRECTORS SHALL NOT BE GOVERNMENT MEMBERS OR DESIGNATED REPRESENTATIVES THEREOF, NOR SHALL A DIRECTOR BE A DESIGNATED REPRESENTATIVE OF A MEMBERSHIP ORGANIZATION WHICH IS A MEMBER. THE BOARD SHALL HAVE THE RIGHT TO DETERMINE WHETHER A MEMBER IS IN GOOD STANDING BASED UPON COMPLIANCE WITH RULES AND POLICIES OF THE CORPORATION AND PAYMENT OF DUES AND FEES. SECTION 6. QUALIFICATIONS, ELECTIONS AND VOTING (A)QUALIFICATIONS. DIRECTORS SHALL BE APPOINTED SOLELY BY THE BOARD OFDIRECTORS. THE DIRECTORS SHALL REMAIN AWARE OF THE POLICIES OF THE BOARD OF DIRECTORS WITH RESPECT TO THE RESPONSIBILITIES OF EACH DIRECTOR AND THE ADOPTED STATEMENTS APPLICABLE TO THE CONDUCT OF DIRECTORS. IN ADDITION, THE CHAIRMAN MAY APPOINT UP TO FIVE (5) EX-OFFICIO, NON-VOTING, MEMBERS OF THE BOARD OF DIRECTORS TO SERVE A ONE (1)YEAR TERM FROM AMONG PAST BOARD MEMBERS, STATE, COUNTY OR LOCAL GOVERNMENT,LOCAL UNIVERSITIES OR OTHER COMMUNITY ORGANIZATIONS, SUBJECT TO THE APPROVAL OF AMAJORITY OF THE BOARD OF DIRECTORS. (B)NOMINATIONS. THE GOVERNANCE COMMITTEE SHALL EACH YEAR CONSTRUCTA LIST OF PROSPECTIVE DIRECTORS FOR CONSIDERATION BY THE BOARD OF DIRECTORS IN FILLING OFFICES OR POSITIONS NEXT EXPIRING. SECTION 7. RESIGNATIONS ANY DIRECTOR MAY RESIGN AT ANY TIME. SUCH RESIGNATION SHALL BE MADE IN WRITING AND SHALL TAKE EFFECT AT THE TIME SPECIFIED THEREIN, AND IF NO TIME IS SPECIFIED, AT THE TIME OF ITS RECEIPT BY THE EXECUTIVE DIRECTOR, CHAIRMAN OR SECRETARY. ACCEPTANCE OF A RESIGNATION SHALL NOT BE NECESSARY TO MAKE IT EFFECTIVE. IN THE EVENT OF A RESIGNATION, THE REMAINING DIRECTORS IN OFFICE, EVEN IF LESS THAN A QUORUM, BY A MAJORITY VOTE, MAY APPOINT A DESIGNATED REPRESENTATIVE OF ANY QUALIFIED GENERAL MEMBER TO FILL SUCH VACANCY AND TO HOLD OFFICE FOR THE UNEXPIRED TERM AND UNTIL HIS OR HER SUCCESSOR SHALL BE DULY CHOSEN. SECTION 8. VACANCIES IF A VACANCY SHALL OCCUR IN THE OFFICE OF ANY DIRECTOR, THE REMAINING DIRECTORS IN OFFICE, EVEN IF LESS THAN A QUORUM, BY A MAJORITY VOTE, TO THE EXTENT PERMITTED BY LAW, MAY APPOINT THE DESIGNATED REPRESENTATIVE OF ANY QUALIFIED GENERAL MEMBER TO FILL SUCH VACANCY AND TO HOLD OFFICE FOR THE UNEXPIRED TERM AND UNTIL HIS OR HER SUCCESSOR SHALL BE DULY CHOSEN. SECTION 9. REMOVAL OF OFFICERS AND DIRECTORS A DIRECTOR OR OFFICER MAY BE REMOVED BEFORE THE EXPIRATION OF HIS OR HER TERM BY AN AFFIRMATIVE VOTE OF REMOVAL OF AT LEAST A MAJORITY OF THE TOTAL NUMBER OF DIRECTORS OF THE CORPORATION. THE BOARD BY A MAJORITY VOTE OF A QUORUM PRESENT, AND AT ITS DISCRETION, MAY DECLARE THE POSITION OF A DIRECTOR TO BE VACANT IF A DIRECTOR HAS MORE THAN THREE (3) CONSECUTIVE ABSENCES FROM REGULAR BOARD OF DIRECTORS MEETINGS IN ANY TWELVE (12) MONTH PERIOD AND THE BOARD IN ITS IN ITS SOLE JUDGMENT DETERMINES THAT SUCH ABSENCES WERE WITHOUT JUSTIFIABLE CAUSE OR REASONABLE EXCUSE. THE BOARD OF DIRECTORS MAY ALSO REMOVE A DIRECTOR FOR ANY REASON INCLUDING, IN THE SOLE DISCRETION OF THE BOARD OF DIRECTORS, MATTERS OF NONCOMPLIANCE WITH THE CORPORATION'S POLICIES AND ANY ADOPTED STATEMENTS OF THE DIRECTORS' RESPONSIBILITIES. SECTION 10. VOTING AND ACTION BY DIRECTORS ALL REFERENCE IN THESE BYLAWS TO ACTION BY THE DIRECTORS SHALL MEAN ACTION BY THE VOTING MEMBERS OF THE BOARD OF DIRECTORS. WITHOUT LIMITATION, REFERENCE TO A MAJORITY DOES NOT INCLUDE EX-OFFICIO MEMBERS OF THE BOARD OF DIRECTORS. SECTION 11. EXECUTION OF CONTRACTS AND OBLIGATIONS ALL CONTRACTS OR AGREEMENTS ENTERED INTO, OR LIABILITIES INCURRED BY THE CORPORATION, SHALL BE APPROVED BY THE BOARD OF DIRECTORS AND EXECUTED BY THE EXECUTIVE DIRECTOR AND ANY OF THE FOLLOWING: THE CHAIRMAN, SECRETARY, OR TREASURER; PROVIDED, HOWEVER, THAT: (A) EXECUTION BY THE EXECUTIVE DIRECTOR TOGETHER WITH EXECUTION BY ANY OFFICER OF THE CORPORATION SHALL BE SUFFICIENT FOR EXPENSES FOR THE CORPORATION'S COMMON GROUND, WILD RIDE OR OTHER FUNCTIONS WITHIN APPROVED BUDGETS; (B) EXECUTION OF CONTRACTS OUTSIDE OF APPROVED BUDGETARY AMOUNTS MAY NOT EXCEED $1,500.00 WITHOUT BOARD APPROVAL; AND (C) THE "DAY-TO-DAY" EXPENSES OF THE CORPORATION, SUCH AS THE PURCHASE OF SUPPLIES, EQUIPMENT, OR SERVICES NOT EXCEEDING $1,000.00 FOR ANY SINGLE PURCHASE, MAY BE BY CONTRACT EXECUTED BY THE EXECUTIVE DIRECTOR ALONE. ARTICLE VI MEETINGS SECTION 1. ANNUAL MEETING AN ANNUAL MEETING OF THE BOARD OF DIRECTORS MAY BE HELD AT SUCH TIME AND SUCH PLACE, AND IN SUCH MANNER, AS DETERMINED EACH YEAR BY THE BOARD OF DIRECTORS. APPOINTMENT OF DIRECTORS SHALL OCCUR AT THE ANNUAL MEETING OR AS DETERMINED BY THE BOARD OF DIRECTORS. IN ADDITION, THE DIRECTORS SHALL ELECT THE OFFICERS AT THE ANNUAL MEETING AS PROVIDED FOR IN THESE BYLAWS. SECTION 2. REGULAR MEETINGS OF DIRECTORS REGULAR MEETINGS OF THE BOARD OF DIRECTORS MAY BE HELD WITHIN OR WITHOUT THE STATE OF ARIZONA AT SUCH TIME AND PLACE AS THE BOARD OF DIRECTORS MAY FROM TIME TO TIME DETERMINE. MEETINGS MAY BE HELD IN ANY MANNER PERMITTED BY LAW. SECTION 3. SPECIAL MEETINGS OF DIRECTORS SPECIAL MEETINGS OF THE BOARD OF DIRECTORS MAY BE CALLED AT ANY TIME BY THE EXECUTIVE DIRECTOR OR AT THE REQUEST IN WRITING OF A MAJORITY OF THE BOARD OF DIRECTORS. SECTION 4. ACTION WITHOUT A MEETING ANY ACTION REQUIRED OR PERMITTED TO BE TAKEN BY THE BOARD OF DIRECTORS AT A MEETING MAY BE TAKEN WITHOUT A MEETING IF ALL THOSE ENTITLED TO VOTE CONSENT TO THE ACTION IN WRITING, AND THE WRITING OR WRITINGS ARE FILED WITH THE MINUTES OF PROCEEDINGS OF THE BOARD OF DIRECTORS. SIGNATURES MAY BE ELECTRONIC AND MAY BE OBTAINED BY COUNTERPART. SUCH RESOLUTION IN WRITING, SIGNED BY ALL MEMBERS OF THE BOARD OF DIRECTORS ENTITLED TO VOTE, SHALL 7 BE DEEMED TO BE THE ACTION OF THE BOARD OF DIRECTORS WITH THE SAME FORCE AND EFFECT AS IF THE SAME HAD PASSED AT A DULY CONVENED MEETING; AND THE SECRETARY OF THE CORPORATION SHALL RECORD ANY SUCH RESOLUTION IN THE MINUTE BOOK UNDER ITS PROPER DATE. SECTION 5. QUORUM FOR ACTION OF BOARD A QUORUM SHALL CONSIST OF A MAJORITY OF THE NUMBER OF THE DIRECTORS PERMITTED TO VOTE. SECTION 6. EMERGENCY MEETINGS IN THE EVENT OF AN EMERGENCY AS DETERMINED BY THE EXECUTIVE DIRECTOR OR CHAIRMAN, NOTICE OF MEETINGS OF THE BOARD OF DIRECTORS MAY BE PROVIDED IN ANY REASONABLE MANNER, AS PERMITTED BY LAW. SUCH NOTICE NEED NOT BE IN WRITING. A QUORUM FOR AN EMERGENCY MEETING SHALL BE NOT LESS THAN FIVE (5) MEMBERS OF THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 4 | ARTICLE VII COMMITTEES AND TASK FORCES THE BOARD OF DIRECTORS MAY APPOINT SUCH COMMITTEES AND TASK FORCES AS IT BELIEVES NECESSARY OR HELPFUL TO ACHIEVE THE CORPORATION'S PURPOSES. ARTICLE VIII FISCAL AND ELECTIVE YEAR SECTION 1. FISCAL YEAR THE FISCAL YEAR OF THE CORPORATION SHALL BE THE CALENDAR YEAR UNLESS OTHERWISE DETERMINED BY THE BOARD OF DIRECTORS. SECTION 2. ELECTIVE YEAR THE ELECTIVE YEAR OF THE CORPORATION SHALL BE THE CALENDAR YEAR UNLESS OTHERWISE DETERMINED BY THE BOARD OF DIRECTORS. ARTICLE IX RULES OF ORDER ROBERT'S RULES OF ORDER, LATEST EDITION, SHALL BE RECOGNIZED AS THE AUTHORITY GOVERNING THE MEETINGS OF THE BOARD OF DIRECTORS, COMMITTEES, FORUMS AND TASK FORCES, IN ALL INSTANCES WHEREIN ITS PROVISIONS DO NOT CONFLICT WITH THESE BYLAWS. ARTICLE X AMENDMENTS THESE BYLAWS MAY BE AMENDED BY AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTING DIRECTORS COMPRISING THE BOARD OF DIRECTORS. ARTICLE XI DISSOLUTION UPON DISSOLUTION OF THE CORPORATION, THE BOARD OF DIRECTORS, AFTER PROVIDING FOR THE PAYMENT OF ALL OBLIGATIONS, SHALL DISTRIBUTE ANY REMAINING ASSETS TO ANY OTHER NON-PROFIT TAX EXEMPT ORGANIZATION IN A MANNER CONSISTENT WITH THE ARTICLES OF INCORPORATION AND APPLICABLE LAW, INCLUDING ANY APPLICABLE FEDERAL AND ARIZONA TAX LAW. ARTICLE XII INDEMNIFICATION SECTION 1. AUTHORITY TO INDEMNIFY. THE CORPORATION SHALL, TO THE EXTENT PERMITTED BY LAW, INDEMNIFY ANY PERSON AGAINST LIABILITY AND EXPENSES, INCLUDING WITHOUT LIMITATION, ATTORNEYS' FEES, JUDGMENTS, FINES AND AMOUNTS PAID IN SETTLEMENT, ACTUALLY AND REASONABLY SUFFERED OR INCURRED BY REASON OF THE FACT THAT HE/SHE IS OR WAS A DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF THE CORPORATION, OR IS OR WAS SERVING AT THE REQUEST OF THE CORPORATION AS A DIRECTOR, OFFICER, PARTNER, TRUSTEE, EMPLOYEE OR AGENT OF ANOTHER CORPORATION, PARTNERSHIP, JOINT VENTURE, TRUST, EMPLOYEE BENEFIT PLAN OR OTHER ENTITY, IN ALL CIRCUMSTANCES IN WHICH, AND TO THE EXTENT THAT, SUCH INDEMNIFICATION IS PERMITTED BY A.R.S. 10-3851, 10-3852 AND 10-3856, AS SUCH PROVISIONS MAY HEREAFTER BE AMENDED OR RENUMBERED, OR THE ANALOGOUS PROVISION OF ANY FUTURE ARIZONA NONPROFIT CORPORATION CODE. ANY INDEMNIFICATION HEREUNDER SHALL BE MADE BY THE CORPORATION SUBJECT TO APPLICABLE PROVISIONS OF LAW PERTAINING TO THE STANDARDS OF CONDUCT FOR ANY INDEMNITEE, AND ONLY AS AUTHORIZED PURSUANT TO A.R.S. 10-3855, AS IT MAY HEREAFTER BE AMENDED OR RENUMBERED, OR THE ANALOGOUS PROVISION OF ANY FUTURE ARIZONA NONPROFIT CORPORATION CODE. TO THE EXTENT PERMITTED BY LAW, INDEMNIFICATION SHALL INCLUDE THE ADVANCING OF LEGAL EXPENSES, OR REIMBURSEMENT OF SAME, PRIOR TO ANY FINAL DETERMINATION OF LIABILITY, AND SUBJECT TO APPLICABLE PROVISIONS OF LAW PERTAINING TO THE STANDARDS OF CONDUCT FOR ANY INDEMNITEE. SECTION 2. INSURANCE. THE CORPORATION SHALL HAVE THE POWER TO PURCHASE AND MAINTAIN INSURANCE ON BEHALF OF ANY PERSON WHO IS OR WAS A DIRECTOR OR OFFICER OF THE CORPORATION, OR WAS SERVING AT THE REQUEST OF THE CORPORATION AS A DIRECTOR OR OFFICER, AGAINST ANY LIABILITY ASSERTED AGAINST HIM AND INCURRED BY HIM IN ANY SUCH CAPACITY OR ARISING OUT OF HIS STATUS AS SUCH WHETHER OR NOT THE CORPORATION WOULD HAVE HAD THE POWER TO INDEMNIFY HIM AGAINST SUCH LIABILITY UNDER THIS ARTICLE. THE CORPORATION SHALL ALSO HAVE THE POWER TO PURCHASE AND MAINTAIN INSURANCE ON BEHALF OF ANY PERSON WHO IS OR WAS AN EMPLOYEE OR AGENT OF THE CORPORATION. SECTION 3. NON-EXCLUSIVE. THE INDEMNIFICATION AND INSURANCE PROVISIONS HEREIN SET FORTH SHALL NOT BE EXCLUSIVE OF ANY RIGHTS TO WHICH ANY DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF THE CORPORATION MAY OTHERWISE BE ENTITLED TO BY LAW, INCLUDING MANDATORY INDEMNIFICATION UNDER A.R.S. 10-3852.9 THESE AMENDED AND RESTATED BYLAWS SHALL BECOME EFFECTIVE JANUARY 21, 2020. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE TREASURER REVIEWS PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE BOARD CONSIDERS CONFLICT OF INTEREST AT EACH MEETING. |
| FORM 990, PART VI, SECTION B, LINE 15A | EXECUTIVE COMMITTEE OF THE BOARD SETS COMPENSATION. |
| FORM 990, PART VI, SECTION C, LINE 18 | AT THE ADMINISTRATIVE OFFICE. |
| FORM 990, PART VI, SECTION C, LINE 19 | AT THE ADMINISTRATIVE OFFICE. |
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