ARTICLE I

CORPORATION

 

1. Purpose.

 

These Bylaws for the SOUTHERN ARIZONA ENVIRONMENTAL MANAGEMENT SOCIETY, INC.,

an Arizona non-profit corporation (herein called “Corporation”), are adopted pursuant to the Articles of Incorporation filed in the office of the Arizona Corporation Commission, which Corporation was created for the purpose of (1) to actively promote awareness, education, and understanding by industry and the public of environmental and health and safety matters including, without limitation, hazardous materials and waste management, air, soil, water quality, and health and safety; and (2) to provide a forum for the exchange of ideas and information between persons and organizations representing private enterprises, government, industry, and education and research institutions. The Corporation is organized, and at all times shall be operated exclusively for the benefit of, to perform the function of and/or to carry on the charitable and educational activities (within the meaning of Section 170 (c)(2) of the Internal Revenue Code of 1986, as amended, or a corresponding section of any future federal tax code.)

2. Office.

 

The principal office of the Corporation shall be in Tucson, Arizona. The Corporation may also maintain offices at such other places as designated by the Executive Committee.

3. Seal.

 

A Corporate Seal may be used if the Executive Committee so decides, but it shall not be required to the validity of any instrument executed on behalf of the Corporation. The seal of the Corporation, if used, shall bear the name of the Corporation, the word “Arizona,” and the year of incorporation.

ARTICLE II

MEMBERS

 

1. Membership.

 

Membership in the Corporation shall be available to professional individuals, corporations, institutions, associations, foundations, and students pursuing a career in environmental, health or safety profession interested in advancing the purposes of the Corporation as set forth above and who reside, or conduct business, within the states of Arizona, California, Colorado, New Mexico, Texas, Nevada, Utah, and Sonora Mexico (collectively, the “Geographic Area”). Membership in the Corporation shall be at the discretion of the Executive Committee, which may promulgate and apply such further description for membership as may be consistent with the purposes of the Corporation.

There shall be such categories of membership as the Executive Committee from time to time so determines. The following categories are currently available:

• Individual Membership. Any person of good character interested in promoting and accomplishing the purpose of the

• Student Membership. To qualify for Student Membership, a person must be of good character, interested in accomplishing the purposes of the Corporation, and must provide proof of enrollment as a full-time student in an accredited college or university within the Geographic Area of the Corporation.

• Corporate Membership. The corporations, institutions, associations, foundations, and other organizations shall be represented by individuals, the number of whom shall be determined by the Executive Committee. Those individuals selected to represent the corporations, institutions, associations, foundations, clubs, and other organizations shall be named members of the Corporation and each shall enjoy all membership

All categories shall have all the privileges of membership in the Corporation.

2. Dues.

 

Annual dues of Members will be set by the Executive Committee and, if changed, shall be voted upon by the Members at the annual meeting. Passage of dues requires a simple majority of the Executive Committee.

3. Membership Application.

 

All membership applications must be completed and submitted online via the SAEMS website along with the appropriate annual dues to the Treasurer. The application shall be reviewed and acceptance shall be subject to the approval of the Executive Committee. Anyone being denied membership shall be notified of the Executive Committee’s decision within ninety (90) days of the receipt of the application.

4. Membership Transferability.

 

Individual Memberships shall not be transferable from one person to another unless approved by the Executive Committee.

Under the corporate membership category, if an individual leaves the employment of the organization, the organization may notify in writing to the Corporation the name of a new individual to replace them. The employee who left the employ of the organization with corporate membership shall no longer have any membership standing and shall be removed from the membership roll unless they reapply for membership, unless approved by the Executive Committee.

5. Meetings.

 

• Annual The annual meeting of the members shall be held in June for the purpose of installing the newly elected officers and of transacting any other business as shall properly come before the meeting.

• Monthly Membership Meetings. Regular meetings of the members shall be held for the purpose of stating Corporation information and education matters.

• Special Meetings. Special meetings of the members, for any purpose, may be called by the President or by a majority of the Executive Committee or at the written request of not fewer than ten percent of the members entitled to vote at such a

6. Notices.

 

The Executive Committee shall give notice electronically of all meetings of the members stating the time, the place, and the purpose of the meeting.  Notices shall be at least ten (10) days prior to the meeting.

7. Voting.

 

Every member shall be entitled to one vote on all matters submitted.

The election of the members of the Executive Committee shall be by vote of a plurality of the members. Voting activities are conducted by electronic voting prior to the annual meeting.  

Other matters requiring a member vote shall be decided by vote of a majority of the members. Voting activities are conducted by electronic voting or at the meeting as determined by the Executive Committee.  

8. Quorum.

 

Ten percent (10%) of the members present, in person or by proxy, and entitled to vote at the meeting shall constitute a quorum at all meetings of the members for the transaction of business. If a quorum is not present at any meeting of the members, the members present may adjourn the meeting to another time and place, without further notice, until a quorum shall be present.

ARTICLE III

EXECUTIVE COMMITTEE

 

1. Executive Committee.

 

A board of directors, which shall be called the Executive Committee, shall manage the affairs of the Corporation. All references in the Arizona Revised Statutes to the “board of directors,” an “act of the board of directors,” or a “director” shall mean, respectively, the Executive Committee of the Corporation, a duly authorized act of the Executive Committee, and a member of the Executive Committee. The members of the Executive Committee must annually sign Conflict of Interest Statements.

2. Number and Term.

 

The Executive Committee shall consist of not less than three (3) members nor more than fifteen (15) members. The Officers of the Corporation: President, Vice President, Secretary, Treasurer, and Communications Coordinator shall all be members of the Executive Committee.

The Executive Committee may appoint such advisory, non-voting members, to the Executive Committee, as it deems necessary.

Each member of the Executive Committee shall hold committee office until his or her successor is elected, or until his or her resignation or removal in the manner hereinafter provided.

3. Election of Members.

 

Members of the Executive Committee shall be elected by a plurality of votes cast by electronic voting and shall hold office until their successors are elected. The Executive Committee members who will also be officers shall be designated on the ballot by the title of the office that they are seeking.

4. Vacancies.

 

Any vacancy occurring in the Executive Committee may be filled by a majority of the remaining members of the Executive Committee. The new member shall hold office until the next annual election and their successor is duly elected.

5. Annual Meeting.

 

The Executive Committee will hold an Annual Meeting in June.

6. Routine Meeting.

 

Routine meetings of the Executive Committee may be held at such times and at such places as shall be determined by the members of the Executive Committee. Notice of regular meetings of the Executive Committee need not be given. Regular meetings may be conducted through electronic means (conference call, video conference, and/or other means).

Subcommittee activities outside of the Executive Committee Routine Meetings do not require a meeting notice to the Executive Committee. Documentation of meeting activities, actions, or other relevant information must be recorded and available to the Executive Committee upon request.

7. Special Meetings.

 

Special meetings of the Executive Committee may be called by any member of the Executive Committee. Special meetings may be conducted through electronic means (conference call, video conference, and/or other means).

8. Quorum and Voting.

 

A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business.  Seventy-five percent (75%) of the Executive Committee is considered a quorum. If a quorum is not reached, a Special Meeting will be called to reach a quorum.

A majority vote of the Executive Committee shall decide all matters unless otherwise stated in these bylaws.

9. Removal.

 

Any member of the Executive Committee may be removed from office by a majority vote

10. Resignations.

 

Any member of the Executive Committee may resign at any time by giving written notice to the Corporation.

11. Presiding Officers.

 

The presiding officer at the Executive Committee’s meetings shall be the President or, in their absence, the Vice President. In the absence of a presiding officer, the members of the Executive Committee present shall designate one of their members to preside.

12. Compensation.

 

Members of the Executive Committee shall receive no compensation for their services unless expressly provided for in a resolution duly adopted by a majority vote of all the members of the Corporation.

Any member of the Executive Committee may be reimbursed for their actual expenses incurred in the performance of their duties upon submission of a receipt.

13. Powers and Duties.

 

The business and affairs of the Corporation shall be managed by the Executive Committee, which may exercise all such powers of the Corporation and do all such lawful acts as are noted by statute, the Articles of Incorporation, or these bylaws directed or required to be done by the members. The Executive Committee may appoint such committees, as it deems necessary for the efficient operation of the Corporation. All references in the Arizona Revised Statues to the “Board of Directors,” and “act of the Board of Directors,” or a “Director” shall mean, respectively, the Executive Committee, a duly authorized act of the Executive Committee, and a member of the Executive Committee.

ARTICLE IV

OFFICERS

 

1. Officers.

 

The officers of the Corporation shall consist of a President, Vice President, Secretary, Treasurer, and Communications Coordinator. Except for the offices of President and Secretary, the same person may hold any number of offices.

• The President shall be a member of the Executive Committee and shall serve as chair and pre- side over the meetings of the Executive Committee and the meetings of the members. The President shall approve all expenditures of funds on behalf of the Corporation, and shall be authorized to sign any contracts, any agreements, or other instrument requiring execution on behalf of the Corporation, subject to policies established by the Executive Committee.

• The Vice President shall be a member of the Executive Committee and shall, in the temporary absence or disability of the President, perform the duties of the President, perform such duties as are assigned by the President and/or the Executive Committee, and organize membership meetings, including signing contractual agreements on behalf of the Corporation to schedule a venue for the meetings and other events such as seminars and workshops and conduct correspondence pursuant to the organization of such meetings, seminars or educational.

• The Secretary shall be a member of the Executive Committee and shall be responsible for keeping minutes of the proceeding of all Executive Committee and member meetings, the Corporate seal, if any, the corporate minutes, shall conduct correspondence as required for the Corporation and in general, perform all duties incidental to the office of Secretary of a Corporation and other such duties as may be assigned by the Executive.

• The Treasurer shall be a member of the Executive Committee and shall have general custody of all funds and securities of the Corporation. The Treasurer shall accept funds on behalf of the Corporation and maintain accurate records of the financial dealings with the Corporation. The Treasurer shall make financial reports to the Executive Committee and shall submit a report on the Corporation’s financial affairs and financial condition at the annual meeting. The Treasurer shall have charge of the preparation and filing of such reports, financial statements, and returns as may be required by law. The Treasurer shall advise the Officers and Executive Committee as to the financial impact of any proposed action by the Officers, Executive Committee or the Corporation that, in the Treasurer’s judgment, would have a significant impact on the financial condition of the Corporation. In general, the Treasurer shall perform the duties incidental to the office of Treasurer of a Corporation and such other duties as may be assigned by the Executive Committee.

• The Communications Coordinator shall be a member of the Executive Committee and shall be responsible for maintaining complete and accurate records of the membership roll; sending out meeting notifications and preparing and submitting newsletters to the Membership and subscribers in a timely manner; and maintaining the Corporation’s website (www.saems.org). The meeting notifications and newsletters are distributed The Communications Coordinator shall work closely with all Corporate committees in the collection of information for the Newsletter and Website. The Communications Coordinator also works closely with the Treasurer on the collection of payment for Newsletter advertisements, solicitations, and publishing costs, if any.

There shall be such additional officers as from time to time the Executive Committee shall appoint and such persons shall perform such functions as may be assigned. Such officers shall not be members of the Executive Committee.

2. Term.

 

Each elected officer shall hold office for the term of at least one (1) year. The Treasurer shall hold office for the term of at least two (2) years. All officers must maintain their principal residence or workplace within the Geographic Area of the Corporation during the term of office.

3. Vacancies.

 

Vacancies in any office shall be filled by the Executive Committee at the Routine or Special Meeting thereof. The Executive Committee shall appoint a member with the required qualifications to fill the vacancy only for the remainder of the term. Any officer may be removed by a majority vote of the Executive Committee at any meeting.

ARTICLE V

NOMINATION AND ELECTIONS

 

1. Nominating Candidates.

 

The Secretary shall identify persons to fill Executive Committee positions. Nominations will be completed by min-May.

2. Nominating Petitions.

 

 Members can nominate candidates to the Executive Committee.

3. Ballots.

 

The Secretary shall prepare an electronic ballot, listing all nominees for Officer(s)/Executive Committee. The ballot must contain the nominee name, Executive Committee position, and biographical information. The Secretary must work with the Communications Coordinator to distribute the electronic ballot. Elections shall be held before June 1.

The Secretary shall count and record the electronic results. The Secretary shall report the election results to the Executive Committee as soon as practical after the election. The Secretary shall notify the elected candidates as soon as practical after informing the Executive Committee. The membership shall be informed of the election results at the annual meeting of the members in June, at which time the Officers/Executive Committee members will be officially installed in office.

ARTICLE VI

COMMITTEES

 

1. Standing Committees.

 

The administration and operation of the Corporation shall be assisted by committees. These committees shall include, but not be limited to, a Seminars Committee, a Legislation and Regulations Committee, an Education Committee, and a Community Service Committee.

The Executive Committee will select a Chairperson for each committee.

(a) Seminars Committee.

 

The Seminars Committee shall plan and coordinate all seminars and educational forums held by the Corporation.

(b) Legislation and Regulations Committee.

 

The Legislation and Regulations Committee shall monitor and/or review the status and content of Federal, State and local laws and regulations and provide summaries of such activities to the general membership for comment at the regularly scheduled meetings and through articles in the Newsletter or postings on the Corporation’s website.

(c) Education Committee.

 

The Education Committee shall plan and coordinate the presentation of scholarships to students at local universities and community colleges who plan to pursue a career in the environmental and/or health and safety fields.

The Education Committee shall also plan and coordinate the Corporation’s financial support of other environmental educational activities/opportunities.

(d) Community Service Committee.

 

The Community Service Committee shall plan and coordinate all community service activities including, but not limited to, Trash & Bash cleanup activities conducted by the Corporation. Duties will include identification and selection of community service locations requiring assistance, the provision of any special equipment as necessary, and working with the Communication Coordinator for the solicitation and coordination of volunteers.

2. Limitation on Committee Activity.

 

In no event shall any committee of this Corporation engage in any activity that is not consistent with the charitable or educational purposes of this corporation.

ARTICLE VII

MISCELLANEOUS

 

1. Fiscal Year.

 

The fiscal year of the Corporation shall be from June 1 through May 31.

 

2. Availability to Members.

 

A copy of these Bylaws and all Amendments hereto shall be reduced to writing and made available to every Member.

3. Historian.

 

The Corporation Historian shall be appointed by the Executive Committee and shall maintain the re- corded Articles of Incorporation, Corporation Bylaws, and official corporate records. Members of the Executive Committee and the Standing Committees shall forward all official corporate records to the Historian on a routine basis. The Historian is responsible for tracking SAEMS assets (computers, projectors, and other property).

ARTICLE VIII

AMENDMENTS

 

These bylaws may be repealed, altered, or amended upon a motion of the Executive Committee to the members at any meeting for which notification was given that this was one of the purposes to be accomplished. A member or group of members may submit to the Executive Committee a suggestion for modification. An affirmative vote of two-thirds of the votes cast is required for adoption.

The foregoing was adopted as the Bylaws of the SOUTHERN ARIZONA ENVIRONMENTAL MANAGEMENT SOCIETY, INC, a corporation not for profit under the laws of the State of Arizona.

DATED October 23, 2020