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. The organization shall conduct its meetings and decision-making processes using a consensus-based model inspired by Quaker practices. Decisions will be made through collaborative discussion, ensuring that all voices are heard and respected. The goal is to reach unity on matters, with dissent addressed openly and inclusively. In cases where consensus cannot be reached after thorough discussion, a clearly defined alternative process will be used to ensure decisions are made in alignment with the organization’s mission and values.
1.4. Corporate Offices. The Corporation shall have and continuously maintain a principal office in the State of Arizona. 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 3087 W Calle Levante Tucson, AZ 85746. The Mailing address of the Corporation is P.O. Box 86886 Tucson AZ 85754.
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.
(i)The Board of Directors shall have the power to dissolve this corporation by a two-thirds majority vote of the entire Board. Upon dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the corporation, distribute all remaining assets of the corporation for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or to such organization(s) organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code.
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 Resignation.
A director may resign at any time by giving written notice to the chair of the board, the executive director, or the secretary. The resignation does not have to be accepted to be effective, unless the notice specifies otherwise. The resignation will be effective upon receipt, unless the notice specifies a later effective date. If a resignation has a later effective date, the board of directors may permit the director to remain in office until the effective date and fill the pending vacancy with a deferred effective date, or the board may remove the director before the effective date and fill the resulting vacancy. A director will be considered to have resigned if a court of competent jurisdiction determines they are incapacitated.
2.5. 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 two years 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 Fall of each year or as soon thereafter as is possible at such time and place designated by resolution of the Board of Directors. Electronic 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 transmission.
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 email. Notice shall be given no less than three (3) days before the date of the meeting. Notice shall be complete upon transmission. In the event of an emergency, a meeting may be called upon such notice and in such a 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. Meeting by Video or 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. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
4.7. 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.
4.8 Assent to Action.
A director that attends or participates in any meeting when corporate action is taken will be considered to have assented to all action taken at the meeting, unless: 1) at the beginning of the meeting or promptly upon their later arrival, the director objects to holding the meeting or transacting business and does not vote for or assent to any action taken at the meeting; 2) the director contemporaneously requests their dissent or abstention on any specific action taken be entered in the minutes of the meeting; or 3) the director causes written notice of their dissent or abstention on any specific action to be received by the presiding officer of the meeting before its adjournment or by the corporation promptly after adjournment. This right to dissent or abstain is not available to a director who votes in favor of the action taken.
ARTICLE V - CHIEF EXECUTIVE OFFICER
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 or 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 – Fiduciary Matters
7.1 Compensation.
Directors will not receive compensation for their services as directors of the corporation.
However, their reasonable expenses incurred for attendance at meetings of the board of directors or for performance of their official functions may be paid or reimbursed by the corporation, if allowed under the corporation’s expense reimbursement policies or approved by the board. In addition, directors may receive reasonable compensation for services rendered to or for the benefit of the corporation in any other capacity, including as officers of the corporation. However, no payment of compensation or payment or reimbursement of expenses may be made in any manner to result in the imposition of any liability under Section 4958 of the Internal Revenue Code.
7.2 Designated Contributions.
The corporation may accept any contribution, gift, grant, bequest, or devise with such designation, restriction, or condition as may be imposed by the donor, so long as the designation, restriction, or condition is consistent with the corporation’s general tax-exempt purposes. However, the corporation reserves all right, title, and interest in and to such contributions, and reserves the right to control such contributions, including authority over the ultimate expenditure of such contributions, so long as such expenditure is consistent with the donor-imposed designation, restriction, or condition, or applicable law.
Article VIII - 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 transmitted 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 FIFTEENTH DAY OF FEBRUARY, 2025.
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. The organization shall conduct its meetings and decision-making processes using a consensus-based model inspired by Quaker practices. Decisions will be made through collaborative discussion, ensuring that all voices are heard and respected. The goal is to reach unity on matters, with dissent addressed openly and inclusively. In cases where consensus cannot be reached after thorough discussion, a clearly defined alternative process will be used to ensure decisions are made in alignment with the organization’s mission and values.
1.4. Corporate Offices. The Corporation shall have and continuously maintain a principal office in the State of Arizona. 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 3087 W Calle Levante Tucson, AZ 85746. The Mailing address of the Corporation is P.O. Box 86886 Tucson AZ 85754.
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.
(i)The Board of Directors shall have the power to dissolve this corporation by a two-thirds majority vote of the entire Board. Upon dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the corporation, distribute all remaining assets of the corporation for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or to such organization(s) organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code.
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 Resignation.
A director may resign at any time by giving written notice to the chair of the board, the executive director, or the secretary. The resignation does not have to be accepted to be effective, unless the notice specifies otherwise. The resignation will be effective upon receipt, unless the notice specifies a later effective date. If a resignation has a later effective date, the board of directors may permit the director to remain in office until the effective date and fill the pending vacancy with a deferred effective date, or the board may remove the director before the effective date and fill the resulting vacancy. A director will be considered to have resigned if a court of competent jurisdiction determines they are incapacitated.
2.5. 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 two years 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 Fall of each year or as soon thereafter as is possible at such time and place designated by resolution of the Board of Directors. Electronic 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 transmission.
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 email. Notice shall be given no less than three (3) days before the date of the meeting. Notice shall be complete upon transmission. In the event of an emergency, a meeting may be called upon such notice and in such a 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. Meeting by Video or 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. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
4.7. 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.
4.8 Assent to Action.
A director that attends or participates in any meeting when corporate action is taken will be considered to have assented to all action taken at the meeting, unless: 1) at the beginning of the meeting or promptly upon their later arrival, the director objects to holding the meeting or transacting business and does not vote for or assent to any action taken at the meeting; 2) the director contemporaneously requests their dissent or abstention on any specific action taken be entered in the minutes of the meeting; or 3) the director causes written notice of their dissent or abstention on any specific action to be received by the presiding officer of the meeting before its adjournment or by the corporation promptly after adjournment. This right to dissent or abstain is not available to a director who votes in favor of the action taken.
ARTICLE V - CHIEF EXECUTIVE OFFICER
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 or 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 – Fiduciary Matters
7.1 Compensation.
Directors will not receive compensation for their services as directors of the corporation.
However, their reasonable expenses incurred for attendance at meetings of the board of directors or for performance of their official functions may be paid or reimbursed by the corporation, if allowed under the corporation’s expense reimbursement policies or approved by the board. In addition, directors may receive reasonable compensation for services rendered to or for the benefit of the corporation in any other capacity, including as officers of the corporation. However, no payment of compensation or payment or reimbursement of expenses may be made in any manner to result in the imposition of any liability under Section 4958 of the Internal Revenue Code.
7.2 Designated Contributions.
The corporation may accept any contribution, gift, grant, bequest, or devise with such designation, restriction, or condition as may be imposed by the donor, so long as the designation, restriction, or condition is consistent with the corporation’s general tax-exempt purposes. However, the corporation reserves all right, title, and interest in and to such contributions, and reserves the right to control such contributions, including authority over the ultimate expenditure of such contributions, so long as such expenditure is consistent with the donor-imposed designation, restriction, or condition, or applicable law.
Article VIII - 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 transmitted 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 FIFTEENTH DAY OF FEBRUARY, 2025.
Choice and Dignity, Inc.
PO Box 86886, Tucson, AZ 85754
Phone: 800-811-4112
Email: [email protected]
Website: choiceanddignity.org
Disclaimer:
Choice and Dignity, Inc. provides educational programs and resources related to end-of-life concerns, including deliberate life completion and death with dignity. We do not encourage, promote, or endorse suicide. Our goal is to offer information protected under the First Amendment of the U.S. Constitution.
Laws regarding aid in dying vary by jurisdiction and are subject to change. It is not the intent of Choice and Dignity, Inc. to violate any applicable laws. We urge individuals to consult with qualified legal or medical professionals for specific advice.
Privacy Policy
© 2025 Choice and Dignity, Inc. All rights reserved. | 501(c)(3) nonprofit organization.
PO Box 86886, Tucson, AZ 85754
Phone: 800-811-4112
Email: [email protected]
Website: choiceanddignity.org
Disclaimer:
Choice and Dignity, Inc. provides educational programs and resources related to end-of-life concerns, including deliberate life completion and death with dignity. We do not encourage, promote, or endorse suicide. Our goal is to offer information protected under the First Amendment of the U.S. Constitution.
Laws regarding aid in dying vary by jurisdiction and are subject to change. It is not the intent of Choice and Dignity, Inc. to violate any applicable laws. We urge individuals to consult with qualified legal or medical professionals for specific advice.
Privacy Policy
© 2025 Choice and Dignity, Inc. All rights reserved. | 501(c)(3) nonprofit organization.