Bylaws of the  

Arizona Site Steward Program Foundation

Article 1

Organization

1.01 Name: The name of the "Corporation" is Arizona Site Steward Program Foundation.  The Corporation also may do business under one or more trade names approved by the Board of Directors of the Corporation.

1.02 Principal Office and Other Offices: The initial principal office and the known place of business of the Corporation is 4022 W. Greenway Road, Suite 11-157, Phoenix AZ 85032.  The Corporation may change its principal office, or adopt other and additional offices, either within or outside Arizona, as the Board may designate from time to time. 

Article II

Purposes and Character of Affairs

2.01 Purposes: The purpose of the Corporation is defined in its Articles of Incorporation. The Corporation may engage only in activities permitted by nonprofit corporations under Arizona law and statutes. 

2.02 Charitable Purposes: The Corporation is organized exclusively for charitable, educational, or scientific purposes under Section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. 

2.03 Initial Character of Affairs: The Corporation intends to:

  1. promote the monitoring and preservation of cultural resources in support of the Arizona Site Steward Program through program and process enhancements in the area of education and development of volunteer resources

  2. support the administration of the Arizona Site Steward Program through structured volunteer efforts and collaboration

  3. solicit funds to advance the aspirations of the Arizona Site steward Program through grant facilitation, community outreach, corporate alliances, and cultural recognition

Article III

No Members

 

3.01 Not a Membership Corporation: The Corporation shall not be a membership corporation and shall not have members as defined in A.R.S 10-3140 (35), as amended from time to time. 

3.02 Affiliate Designations: The Board of Directors may designate as affiliates (or other similar terms, including variations and classes within each designation) of the Corporation such as institutions, persons or entities which support the objectives of the Corporation. These affiliates, or variations of the designation, may make financial donations to the Corporation.  Such institutions, persons, or entities shall not have any rights to vote, control, or advise the Corporation, not shall they have any interest in the Corporation or any of its assets.  

3.03 Termination, Suspension or Resignation: The Board may suspend or expel an affiliate with or without cause at any time.  Such action requires a vote of the majority of the Board.  Any affiliate may resign by filing a written resignation with the Secretary or the Corporation, but such resignation shall not relieve the resigning affiliate of any obligation to pay any commitment, assessment or other charges accrued and unpaid prior to the resignation.

Article IV

Management: Board of Directors

4.01 General Powers: Subject to any limitations of these Bylaws, the Articles of Incorporation, and Arizona and Federal law, the Board shall make and determine policy for the Corporation, manage its affairs, and exercise or direct the exercise of all corporate powers of the Corporation. A director must be an individual. No director, officer or agent of the Corporation shall authorize or allow any corporate funds to be expended for any purpose other than as set forth in the Articles and these Bylaws or for reasonably incidental purposes.

4.02 Number of Directors and Voting Rights: The Board shall consist of no less than five (5) and no more than nineteen (19) directors.  The Board, by resolution, from time to time shall set the number of directors constituting the entire Board. If vacancies exist, the number of directors shall consist of the number of directors actually serving, so long as there are at least three (3) officers.  The initial members of the Board shall be those persons named in the Articles.  All directors shall have equal and full voting responsibilities as members of the Board. No decrease in the number of directors shall shorten the terms of the office of any incumbent director. A newly created seat on the Board shall be filled in the same manner as a vacancy. If there are no directors in office, then an election of directors may be held in the manner provided by law. The Board shall be authorized to create and elect honorary board members.  Honorary Board members will not have voting rights nor shall they be considered members for quorum purposes.

4.03 Election: The Board shall elect the directors of the Corporation other than the initial directors names in the articles, whether for a regular term or to fill a vacancy. A director so elected by the Board shall hold office until the next annual election and until a successor is duly elected and qualified, unless sooner displaced or a resignation occurs.  Directors shall be elected for a two-year term, with one half of the directors elected on a staggered schedule. Directors may serve for no more than eight (8) consecutive years. A special election may be called at the discretion of the Board.

Elections shall be conducted in the following manner:

  1. A nominating committee, whose chair is appointed by the Chairperson, will seek nominees for the Board positions, encouraging broad geographic representation.

  2. A slate of candidates shall be provided to the Board at least thirty (30) days prior to the appropriate Annual meeting.

  3. Members may make additional nominations in writing to the Board.

  4. Board members shall be elected by majority vote at the appropriate Annual meeting. 

 

4.04 Conflict of Interest: Each candidate for the Board, upon nomination, and any person appointed to the Board, will be required to complete and sign an affidavit stating that, as a member of the Board, they will take no actions that may result in personal profit to them during their term on the Board. 

4.05 Annual meeting: The Board shall meet at least four (4) times per year at a date and time set by the Board.  Guidelines contained in Robert's Rules of Order, Newly Revised, shall govern the proceedings of the Corporation, except in such cases as are governed by the Bylaws. 

4.06 Notice: Notice of meetings of the Board shall be given at least ten (10) days but no more than forty (40) days in advance.  Notice shall be given by U.S. postal mail, email, or shall be posted on the website. Notice of meetings of the Board shall included an invitation to affiliates to present comments to the Board, and/or an invitation to affiliates to attend the Board meeting.  

4.07 Quorum of the Board: A majority of the number of directors then in office shall constitute a quorum for the transaction of business of any meeting of the Board.  The directors may continue to transact business during a meeting at which a quorum is initially present, regardless of the withdrawal of directors, if any action is approved by at least the number of directors required to approve said action under these Bylaws, the Articles, or applicable law. Proxy or absentee voting by directors is not permitted. The act of a majority of the directors present at a meeting duly held at which a quorum is present shall be the act of the Board, unless Arizona or Federal law, the Articles, or these Bylaws require a greater number.

4.08 Permitted Attendance by Other Means of Communication: Any director may participate in a Board meeting by any means of communication by which all directors participating may communicate with each other simultaneously. Any director participating in a meeting by such a method shall be considered present in person at the meeting. 

4.09 Resignation: A director may resign at any time, either by giving written notice of resignation at any meeting of the Board or giving such written notice to the Chairperson or Secretary of the Corporation.  Such resignation shall take effect prospectively at the times specified in the notice and, unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective. If no time is specified, the resignation is effective upon receipt by the Chairperson or the Secretary.

4.10 Removal or Suspension: A director may be suspended or removed with cause, at any time by a vote of a majority of the Board. Cause shall be defined as conduct unbecoming to the principles and welfare of this Corporation, conduct deemed inappropriate by a majority of the Board, violation of the conflict of interest affidavit, excessive absences from Board meetings, or violation of Arizona or Federal laws, the Articles or the Bylaws.

4.11 Surrender of Corporation Property: Upon the expiration of a Board member's term, or upon his or her resignation, removal or suspension, said Board member shall surrender all books, monies, papers and property of the Corporation to their successor in office or the Chairperson of the Board. 

4.12 Compensation: Directors may receive reimbursement for their expenses, if any, for attendance at each Board meeting, and may receive a fixed sum for attendance at each meeting or a stated salary. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation for such other services.  The Board shall establish the amount or rate of such compensation and reimbursement. 

4.13 Minutes: Written minutes of the business conducted at meetings of the Board shall be kept and retained by the Secretary, open for inspection by any director at all reasonable times. All votes by the Board shall be recorded in the minutes.

4.14 Limitation on Authority: The Board and the officers of the Corporation may not

a. cause or permit the Corporation to engage in any activity not consistent with the Corporation's purpose

b. knowingly commit any act which would make it impossible for the Corporation to carry on its regular business, except as provided by these Bylaws.

c. knowingly commit any act prohibited by Arizona or federal law, the Articles, or these Bylaws

d. possess property of the Corporation, or assign rights to specific property of the Corporation, other than for a Corporation purpose 

e. knowingly perform a corporate act that would subject any director, officer, or agent of the Corporation to personal liability

f. cause the Corporation to acquire any equity or debt securities or any director, officer, or agent of the Corporation or any affiliate or a director, officer or agent of the Corporation

4.15 Limitation on Political Activities: The Corporation will not exceed the IRS rules or guidelines for carrying on propaganda or otherwise attempting to influence legislation; nor shall the Corporation exceed IRS rules or guidelines related to participating in or intervening in, including the publishing or distribution or statements, any political campaign on behalf of or in opposition to any candidate for public office.

Article V

Officers

5.01 Titles: The Board shall choose the officers of the Corporation, which must include a Chairperson, a Vice-Chairperson, a Secretary, and a Treasurer. The Board may combine the offices of the Secretary and the Treasurer for holding by the same person. Officers may serve for no more than eight (8) consecutive years in one position. 

5.02 Appointments: The Board, at the appropriate annual meeting, shall choose the officers of the Corporation, who serve at the pleasure of the board. At any time, the Board may appoint such other officers and agents as it shall deem necessary to serve at the pleasure of the Board and to exercise such powers and perform such duties as the Board shall determine from time to time.   

5.03 Chairperson: The Chairperson shall

  1. preside at all meetings of the Board

  2. serve as ex-officio member of committees

  3. appoint chairpersons of committees

  4. oversee committees

  5. sign all documents and instruments requiring execution on behalf of the Corporation, subject to policies established by the Board

  6. be authorized to speak with outside groups and the media on behalf of the Corporation and its goals

  7. cause a budget to be created for the upcoming fiscal year

  8. act as Statutory agent or designate another Board member to act as such

  9. perform such other duties as the Board may assign from time to time

5.04 Vice-Chairperson: The Vice-Chairperson shall

  1. serve as the presiding officer in the absence of the Chairperson

  2. assist the Chairperson in all matters as appropriate

  3. assume the office of Chairperson if that office becomes vacant

  4. assume any other duties as determined and assigned by the Board

The Board shall also determine the need for, and therefore appoint, other Vice-Chairs and assign their duties.

5.05 Secretary: The Secretary shall

  1. direct keeping of minutes of all meetings of the Board and any committees and prepare and distribute such minutes to other Board members

  2. keep any corporate seal and affix it to proper documents and instruments

  3. prepare and distribute all required notices of meetings of the Board or committees to all person entitled to notice

  4. have charge of all the books and records of the Corporation, except the books of account

  5. perform all the duties incident to the office of the Secretary of a corporation and such other duties as the Board or Chairperson may assign

 

5.06 Treasurer: The Treasurer shall

  1. collect, record, deposit, and report all cash and non-cash donations to the Corporation

  2. make disbursements of Corporation funds per the Board-approved budget and/or approved reimbursement requests

  3. keep regular books of account and prepare and present Corporation financial reports to the Board

  4. prepare and file reports, financial statements, and returns, as required by law, to the Arizona Corporation Commission, IRS and the Arizona Department of Revenue

  5. perform all the duties incident to the office of Treasurer of a corporation and such other duties as the Board or Chairperson may assign

  6. act as Statutory Agent

 

5.07 Executive Committee: There shall be an Executive Committee composed of the officers of the board. The Board may invite affiliates to join the Executive Committee. Such additions shall be non-voting members of the Committee. 

5.08 Additional Officers: The Board may establish any number of other officers and assistant officers in addition to those described above, to perform such duties as the Board shall designate, or in the absence of the Board, by the Chairperson.  

 

 5.09 Employees: The Board may establish such positions of employment as are desirable from time to time and shall fix the compensation for such positions.  Subject to the control and directions of the Board of Directors, the Chairperson shall hire and discharge employees necessary for the proper conduct of the business of the Corporation. 

Article VI

Committees

6.01 Committees: The Board, by resolution, may designate and appoint one (1) or more committees with authority over specific areas of management and responsibility as the the Board may determine. Committee members, including any officers of a committee, need not be directors. However, no committee may exercise the authority of the Board in reference to (a) filling vacancies on, or increasing or decreasing the members of the Board or any committee of the Board, (b) adoption, amendment, or repeal of these Bylaws, and (c) fixing compensation of Directors, officers, or employees. 

6.02 Authority of the Board to Remove: The Board may remove any member of a committee, or may dissolve such a committee, at any time, with or without cause. Any committee action is subject to amendment, modification, or repeal at the next meeting of the Board.  

6.03 Term: Each member of a committee shall continue as such until the next designated meeting of the Board, unless the Board removes the member or terminates the committee. Committee members may serve consecutive terms for eight (8) years. 

6.04 Procedures: The procedures established in these Bylaws for meetings of the Board regarding notice, quorum, voting presence, and other such matters shall apply to meetings of committees. 

Article VII

Contracts and Financial Provisions

7.01 Contracts: The Board may authorize any officer or agent of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. 

7.02 Checks, Drafts, or Orders for Payment: All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as from time to time the Board shall determine by resolution. In the absence of such determination by the Board, such instruments shall be signed by the Chairperson, or, in the absence of the Chairperson, the Vice-Chairperson, and countersigned by the Treasurer or Secretary-Treasurer. 

7.03 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 may select. 

7.04 Donations and Gifts: The Board may accept on behalf of the Corporation any contribution, donation, gift, bequest, or device to support the general purposes of the Corporation, or for any special purpose of the Corporation. 

7.05 Fiscal Year: The fiscal year of the Corporation shall begin on January 1 and end on December 31 of the same calendar year except that the initial fiscal year shall begin with the date of filing of the Articles with the Arizona Corporation Commission and shall end on December 31 of that same calendar year. The Board, by resolution, may change the fiscal year of the Corporation. 

Article VII

Conflicting Interest Transactions

8.01 Loans to Directors and Officers Prohibited: The corporation shall not lend corporate money to nor use its credit to assist its directors, officers, or agents, whether or not employees. Any director or officer who assents to or participates in the making of any such loan or use of credit shall be liable to the Corporation for the cost of such use of credit or for the amount of such loan until the repayment of the loan. 

8.02 Conflicting Interests Transactions: Any proposed or effected transaction involving the Corporation, or any subsidiary or substantial affiliate of the Corporation, in which a director, officer, or committee member, or a person related to such a person (an "Interested Person") has a beneficial financial interest or any other link to the transaction that would reasonably be expected to exert an influence on an Interested Person's judgement, is a "Conflicting Interest" transaction. "Conflicting Interest" transactions also included transactions involving (a) entities with which an Interested Person is affiliated, (b) persons who control entities with which an Interested Person is affiliated, and (c) persons who are general partners, principals, or employers of an Interested Person. Interested Persons must disclose Conflicting Interests to the Board where the Conflicting Interest transaction is brought before the Board or of a significance normally brought before the Board, unless the Interested Person is not a a party to the contract creating the Conflicting Interest and has a duty of confidentiality regarding the information (such as an attorney). If the Interested Person cannot make full disclosure, then he/she must disclose the existence and nature of the conflicting interest, inform the Board of the confidential relationship, and cannot play any direct or indirect role in the deliberations or vote on the matter. 

8.03 Procedures: A "Qualified Director" is a director or committee member who does not have a conflicting interest nor any familial, financial, professional, or employment relationship with an Interested Person if that relationship, under the circumstances, would reasonably be expected to exert an influence when voting on the Conflicting Interest transaction. A majority of the Qualified Directors, but in no event less than two (2), must approve any Conflicting Interest transaction. A majority of the Qualified Directors, provided at least two (2), is a quorum for consideration of the transaction; Interested Persons need not be included for purposes of determining a quorum. Approval of a Conflicting Interest transaction may occur in advance or after the transaction has occurred. 

8.04 Conflict of Interest Affidavit: The Corporation shall present for signing annually to the directors, officers, and key employees of the Corporation, an affidavit regarding any actual or potential conflicts of interest in matters relating to the Corporation. All directors, officers, and key employees must sign the affidavit in order to remain in good standing with the Corporation. Anyone who cannot sign such affidavit shall be removed from the Board of Directors or dismissed from employment. The Board of Directors shall review the conflict of interest policy and affidavits annually. 

8.05 Penalties: The penalty of violation of the conflict of interest policy shall be that the director, officer, or key employee found to be in violation will be removed from the list of those considered to be eligible to serve on the Board. 

8.06 Conflict of Interest Policies: This Article constitutes the policy regarding transaction between the Corporation and the Interested Persons pursuant to A.R.S 10-3864, whether or not such a statues applies to the Corporation. 

Article IX

General Provisions

9.01 Amendment or Repeal: These Bylaws may be altered, amended or repealed, and substitute, restated, or new Bylaws may be adopted only by the affirmative vote of two-thirds (2/3) of the Directors then in office, provided that ten (10) days written notice of the proposed amendments or alterations has been given to the directors prior to such action. 

9.02 Construction: Words in the present tense include the future as well as the present; words in the singular number include the plural, and words in the plural number include the singular; words in the masculine gender include the feminine and neuter gender, and words of the feminine gender include the masculine and neuter gender. 

9.03 Indemnification: The Corporation shall indemnify, to the fullest extend allowed by Arizona law as it now exists or may be amended, any person who incurs liability to any person for any action taken, or any failure to take any actions as an officer, director, employee or agent of the Corporation. This indemnification shall be mandatory in all circumstances in which indemnification is permitted by Arizona law.  Any repeal or modification of this provision shall be prospective only, and shall not affect adversely any right or protection of a director, officer, employee, or agent of the Corporation with respect to any action or omission occurring prior to the time of such repeal or modification. 

9.04 Dissolution: The Corporation may be dissolved by a three-fourths (3/4) vote of the Board.  In the event of dissolution of the Corporation or termination of its corporate existence for any reason, refer to the Articles of Incorporation. Upon the dissolution of this corporation, assets shall be distributed for one or more exempt purples within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. 

Certificate of Adoption

I certify that I am the Secretary of the Arizona Site Steward Program Foundation, an Arizona nonprofit corporation (the "Corporation"), and have been designated by the Board of Directors of the corporation to act in that capacity; that the forgoing Bylaws have been adopted as the Bylaws of the Corporation by its Board of Directors as of the 19th day of May, 2017, and that these Bylaws, as of the date of this Certificate, have not been repealed, altered, amended, restated, or superseded, and remain in full force and effect. 

Ruthanna Battilana, Secretary

May 19, 2017

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