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Bylaws

BYLAWS

OF

Choice and Dignity, Inc.

ARTICLE I

GENERAL

1.1. Organization. The organization, procedure, power and conduct of the affairs of the Corporation shall be regulated and governed by these Bylaws and the Articles of Incorporation.

1.2. Purpose. The purpose of the Corporation shall be to conduct educational programs, and to engage in any other activities approved by the Board of Directors that are allowed by nonprofit corporations in the State of Arizona and by Section 501(c)(3) of the Internal Revenue Code.

1.3. Parliamentary Procedure. All meetings of the Corporation shall be governed by procedures as prescribed by these Bylaws and by Roberts Rules of Order, Revised.

1.4. Corporate Offices. The Corporation shall have and continuously maintain a principal office in the State of Arizona, which shall be located in Pima County.  The Corporation may have such other offices, either within or without the State of Arizona, as the Board of Directors may determine or as the affairs of the Corporation may from time to time require. The office is at 9138 N. Palm Brook Drive, Tucson, AZ  85743.

1.5. Fiscal Year. The fiscal year of the Corporation shall be the calendar year or such other twelve (12)-month period as the Board of Directors may designate by resolution.

ARTICLE II

BOARD OF DIRECTORS

2.1. Board Jurisdiction and Size. The affairs of the Corporation shall be exercised, conducted and controlled by the Board of Directors, which shall consist of not less than three (3) members.

2.2. Powers of the Board of Directors. The Board of Directors shall have the power to:

(a) Manage and administer the affairs of the Corporation;

(b) Elect the officers of the Corporation;

(c) Establish such ad hoc committees as it may deem expedient for carrying out the objectives of the Corporation consistent with these Bylaws and to terminate the authority of any such committees at any time;

(d) Arrange for the raising of public or private funds to support the programs of the Corporation and to control the disbursement of these funds;

(e) Employ and authorize the employment of such persons as it may deem necessary or appropriate for the successful execution of the objectives of the Corporation;

(f) Enter into such arrangements with any government, philanthropic or other agency as in its judgment will further and be consistent with the objectives of the Corporation;

(g) Sue, be sued, complain and defend in its corporate name;

(h) Otherwise have and exercise all powers necessary and convenient to affect the purposes of the Corporation not inconsistent with these Bylaws, the Articles of Incorporation or state and federal law.

2.3. Election of Board Members; Term of Office; Removal. Directors shall be elected by the members of the existing Board of Directors of the Corporation for such terms as the Board of Directors may establish from time to time.

Directors may be removed from the Board of Directors upon failure, without excuse, to attend three (3) consecutive Board of Directors meetings or upon failure to attend a total of five (5) meetings annually, whether excused or unexcused. A majority vote of the Board of Directors is necessary for removal. A Board of Directors member may be removed by a majority vote of the existing Board of Directors, excluding the person under consideration, if notice has been given that a purpose of the meeting is such removal. The removal may be with or without cause.

2.4. Board Vacancies. Any vacant Directorship shall be filled for any unexpired term of such position by majority vote of the Board of Directors at any regular meeting or at any special meeting called for that purpose.

ARTICLE III

OFFICERS

3.1. Officers. The elected officers of the Corporation shall be a Board President, a Board Secretary, a Board Treasurer, such Board Vice-Presidents as the Board of Directors may choose to appoint, and Chief Executive Officer as the Board of Directors may choose to appoint.

3.2. Term of Office. The officers shall assume their duties immediately after the meeting at which they are elected or appointed and shall serve for one year or until their successors are elected or appointed. 

3.3. Vacancies. Any vacancy in any office shall be filled for the unexpired portion of the term of such office by majority vote of the Board of Directors.

3.4. Duties. The Board officers shall have such duties as are customary for organizations such as the Corporation and as otherwise determined by the Board of Directors.

ARTICLE IV

MEETINGS

4.1. Annual Meeting. The annual meeting of the Board of Directors shall be held in the month of October of each year or as soon thereafter as is possible at such time and place designated by resolution of the Board of Directors.  Written notice of the time and place of the annual meeting shall be given to each member of the Board of Directors not less than ten (10) days before such meeting.  Notice shall be complete upon mailing.

4.2. Regular Meeting - Call and Notice. Regular meetings of the Board of Directors shall be held at such place and time as established by the Board of Directors from time to time.

4.3. Special Meetings - Call and Notice. Special meetings of the Board of Directors may be called at any time by the Board President or any two of the members of the Board of Directors.  Notice stating time and place of such meeting and the purpose for which the meeting is called shall be given to each member either personally or by mail. If mailed, notice shall be given no less than five (5) days before the date of the meeting, and if given personally, no less than three (3) days before the date of the meeting.  Notice shall be complete upon mailing.  In the event of an emergency, a meeting may be called upon such notice and in such manner as is practical under the circumstances.

4.4. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any regular or special meeting.

4.5. Vote; No Proxies. Each member of the Board of Directors shall be entitled to one vote on each matter submitted to a vote, and any action of a majority of the members present and voting at any meeting shall constitute the action of the Board of Directors.  Voting by proxy shall not be allowed.

4.6. Waiver of Notice of Meeting. A person entitled to notice of a meeting may waive notice in writing either before or after the meeting.  If the person attends the meeting, his/her attendance constitutes a waiver of notice of the meeting, unless attendance is solely to object to the transaction of business because the meeting has not been legally called or convened.

4.7. Meeting by Conference Telephone. Members of the Board of Directors or of any committee of the Board of Directors may participate in and act at any meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, provided that a majority of such members consent in writing to the recording of such communications and provided that such recording is in fact made and becomes a part of the official corporate records.  Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

4.8. Executive Sessions. Upon motion carried by majority vote of the Board of Directors, the Board of Directors may go into executive session, which shall be closed, except that the Board President may request the presence of particular non-board members at such executive session.

ARTICLE V

EXECUTIVE OFFICERS AND EMPLOYEES

5.1. Employment of Chief Executive Officer, Other Employees. The Board of Directors may employ a Chief Executive Officer, who shall serve at the discretion of the Board of Directors, and such other employees as the Board of Directors shall determine necessary.  Such employee’s duties shall be to carry out the objectives of the Corporation within the policies and general directives established from time to time by the Board of Directors.  They shall recommend policies and procedures to the Board of Directors and perform related supervisory duties as may be directed by the Board of Directors.

5.2. Removal of Chief Executive Officer. The Chief Executive Officer may be removed by majority vote of the Board of Directors with or without prior notice or otherwise as provided in any employment contract between the Corporation and the Chief Executive Officer.
ARTICLE VI

COMMITTEES

6.1. Committees. The Board of Directors may establish such standing and ad hoc committees as desired by a majority vote of the members of the Board of Directors.

6.2. Ex-officio Membership. The Board President shall be an ex-officio member of all standing and ad hoc committees.

ARTICLE VII

AMENDMENTS

New Bylaws may be adopted or these Bylaws may be amended or repealed at any time by vote of the majority of the members of the Board of Directors.  The full text of any proposed amendment or change in the Bylaws shall be mailed to each Director not less than five (5) days prior to the meeting at which the proposed amendment or change is to be voted upon, but this provision shall not restrict the Board of Directors from altering any such proposed text at the meeting at which the change is to be voted upon.

 

ADOPTED BY THE BOARD OF DIRECTORS OF THE CORPORATION, EFFECTIVE THE THIRD DAY OF MARCH, 2020.