The Southern Arizona Environmental Management Society Inc.
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 issues including, without limitation, hazardous materials and waste management, and air, soil and water quality problems, 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.)
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.
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.
Membership in the Corporation shall be available to individuals, corporations, institutions, associations, foundations, clubs and other organizations interested in advancing the purposes of the Corporation as set forth above and who reside, or conduct business within the states of Arizona, California, New Mexico, Texas, Nevada and Utah (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:
(a) Individual Membership.Any person of good character interested in promoting and accomplishing the purpose of the Corporation.
(b) 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.
(c) Corporate Membership. The corporations, institutions, associations, foundations, clubs, 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 privileges.
All categories shall have all the privileges of membership in the Corporation.
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 quorum at the annual meeting.
Members who are sixty (60) days delinquent in payment of dues shall be dropped from the membership roll.
- Membership Application.
All membership applications must be completed and submitted on a Membership Application Form, furnished by the Corporation, 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 thirty (30) days of the receipt of the application.
- Membership Transferability.
Memberships shall not be transferable from one person to another. Under the corporate membership category, if a representative leaves the employ of the organization, the organization may notify in writing to the Corporation the name of a new representative to replace him or her. 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 he or she reapply for membership.
(a) Annual Meeting. The annual meeting of the members shall be held in June at such time and place as the Executive Committee of the Corporation shall so designate for the purpose of installing the newly elected officers and of transacting any other business as shall properly come before the meeting.
(b) Members Meetings. Regular meetings of the members shall be held at such times and places as may be fixed by the Executive Committee, or in the absence of the Executive Committee, by the President of the Corporation, as shall be stated in the notice of the meeting.
(c) 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 meeting.
The President or Vice President shall give notices of all meetings of the members stating the time, the place and the purpose for which the meeting is called. Such notice must be in writing and addressed to each member entitled to vote at such meeting at his or her address as it appears on the books of the Corporation. The Communications Coordinator or other assigned member may also give notices electronically, by facsimile or computer e-mail. Notices shall be sent not less than ten (10) days, nor more than fifty (50) days prior to the date of the meeting. Proof of such notice may be given by affidavit of the person giving the notice if so requested by a member.
Each Individual, Student, and representative of a Corporate Membership shall be entitled to one vote on all matters submitted to a vote of the members. The election of the members of the Executive Committee shall be by vote of a plurality of the members present and entitled to vote; all other matters shall be decided by vote of a majority of the members present and entitled to vote. Voting for the Executive Committee members/Officers may be by mail out ballots or electronic voting prior to the annual meeting date or at the meeting as determined by the Executive Committee.
Ten percent 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.
- 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.
- 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, President-Elect, Vice President, Secretary, Treasurer, and Communications Coordinator shall all be members of the Executive Committee. Such other new officers as are duly nominated and elected by the Corporation members, may also be Executive Committee members. 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 death, or until his or her resignation or removal in the manner hereinafter provided.
- Election of Members.
Members of the Executive Committee shall be elected by a plurality of votes cast by mail, by electronic voting or at the annual meeting of the members of the Corporation and shall hold office until their successors are elected and qualified. 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 and the term of office.
Any vacancy occurring in the Executive Committee may be filled by a majority of the remaining members of the Executive Committee and the new member shall hold office until the next annual election and until his or her successor is duly elected and qualified.
- Annual Meeting.
The annual meeting of the newly elected Executive Committee shall be held immediately following the annual meeting of the members, if practical, and in any event within thirty (30) days of the annual meeting and at such time and place as shall be fixed by the members of the Executive Committee at the meeting of the members. No notice shall be necessary to the newly elected members in order to legally constitute such meeting, provided that the majority of the whole Executive Committee shall be present.
- Regular Meeting.
Regular 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 telephone or video conference calls.
Any action required or permitted to be taken at a meeting of the Executive Committee or any committee thereof may be taken without a meeting, if all members of the Executive Committee or committee consent thereto in writing or by email and the actions are recorded with the minutes of the next meeting.
- Special Meetings.
Special meetings of the Executive Committee may be called by any member of the Executive Committee and must be called upon the written request of one third (1/3) of the members of the Executive Committee. Such meetings shall be called on one days notice to each member of the Executive Committee given personally, by post/mail, by telephone, by facsimile, by computer e-mail, or by telegraph, which notice shall state the time, place and purpose of the meeting. Special meetings may be conducted through telephone or video conference calls.
- Quorum and Voting.
A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. If a quorum is not present, the majority of those present may adjourn the meeting to another time and place, without notice other than announcement at the meeting, until a quorum is present.
A majority vote of the Executive Committee present and entitled to vote shall decide all matters unless otherwise stated in these bylaws.
Any member of the Executive Committee may be removed from office by a majority vote of the members present at a meeting of the Executive Committee called for that purpose.
Any member of the Executive Committee may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time when it shall become effective is not specified therein, it shall take effect immediately upon its receipt by the President or the Secretary; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
- Presiding Officers.
The presiding officer at the Executive Committee’s meetings shall be the President or, in his or her 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.
Members of the Executive Committee shall receive no compensation for their services unless expressly provided for in resolutions duly adopted by a majority vote of all the members of the Corporation; however, any member of the Executive Committee may be reimbursed for his or her actual expenses incurred in the performance of his or her duties upon submission of a receipt.
- 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.
The officers of the Corporation shall consist of a President, President-Elect, Vice President, Secretary, Treasurer and Communications Coordinator. Except for the offices of President and Secretary, the same person may hold any number of offices.
(a) The President shall be a member of the Executive Committee and shall serve as chair and preside 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.
(b). 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 forums.
(c). 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 Committee.
(d). 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 and maintain complete and accurate records of the membership roll. 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.
(e). The Communications Coordinator shall be a member of the Executive Committee and shall be responsible for the collection of advertisements and articles, layout, editing, printing and distribution of the newsletter to the Membership and subscribers in a timely manner. The newsletter may be distributed electronically. The Communications Coordinator shall conduct electronic correspondence for the Corporation; send out notices of general, business, special and Executive Committee meetings; and be responsible for the content of the Corporation’s Website. 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 the Newsletter advertisement, solicitations and publishing costs.
(f). The President-Elect shall be elected as outlined in Article III (2) and will automatically become President in the following year. In the case of a permanent absence or inability of the President to act, the Executive Committee shall declare the office vacant and the President-Elect shall become President. The President-Elect shall have no authority to act on behalf of the Corporation and shall serve on the Executive Committee in a non-voting advisory capacity only.
(g) 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.
Each elected officer shall hold office for the term of one (1) year or until his or her successor shall have been elected and qualified except for the Treasurer. The Treasurer shall hold office for the term of two (2) years or until his or her successor is elected and qualified. All officers must maintain his or her principal residence or workplace within the Geographic Area of the Corporation during his or her term of office.
Vacancies in any office shall be filled by the Executive Committee at the regular 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 peremptorily by a majority vote of the Executive Committee at any meeting.
The officers 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; however, any officer may be reimbursed for his or her actual expenses incurred in the performance of his or her duties upon submittal of an invoice or receipt.
NOMINATION AND ELECTIONS
- Nominating Committee.
Prior to March 1 of each year, the President-Elect shall appoint a Nominating Committee of not less than three members, not more than one of who shall be the President-Elect. This Nominating Committee shall nominate at least one candidate for each vacancy to be filled at the next election. Because the officers of the Corporation are also Executive Committee members, they will be nominated for the offices set forth in these bylaws as well as members of the Executive Committee. The Nominating Committee shall obtain acceptances and present the slate of nominees by letter or e-mail to the Executive Committee who, in turn, shall instruct the Communications Coordinator to notify the membership of the Corporation no later than May 15.
- Nominating Petitions.
Between March 1 and April 1, any member may submit other nominations for Officer(s)/Executive Committee by submitting to the Nominating Committee a nominating petition signed by at least 5 members of the Corporation. The names of these nominees shall be added to the slate of nominees and the members notified as provided above.
Between April 1 and May 1, the Nominating Committee shall certify and the President-Elect shall prepare and mail to each member a ballot, listing all nominees for Officer(s)/Executive Committee named by the Nominating Committee or the membership. Included with the ballot shall be a brief biographical sketch of each of the nominees. The ballot and biographical sketches may be made available to the membership electronically utilizing a qualified electronic voting system. If voting is being done electronically, the ballots and biographical sketches shall be prepared and distributed electronically no late than May 15. A date, no later then June 1, shall be specified for the return of the ballot.
The Nominating Committee, assisted by the President-Elect, shall count the ballots or receive the electronic results. The President-Elect shall report the election results in writing or by email to the Executive Committee as soon as practical after the June 1 date. The Executive Committee shall notify the elected candidates as soon as practical after receiving the President-Elect’s report. 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.
- Standing Committees.
The administration and operation of the Corporation shall be assisted by committees, each consisting of at least three members in good standing of the Corporation. These committees shall include, but not be limited to, a Seminars Committee, a Legislation and Regulations Committee, an Education Committee, and a Trash & Bash Committee.
Each committee will select a Chairperson.
(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 and e-mail notifications 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 area. The Education Committee shall also plan and coordinate the Corporation’s financial support of other environmental educational activities/opportunities.
(d) Trash & Bash Committee.
The Trash & Bash Committee shall plan and coordinate all cleanup activities conducted by the Corporation. Duties will include identification and selection of a suitable site to be cleaned up, the provision of any special equipment that is necessary, and the solicitation and coordination of volunteers.
- 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.
- Fiscal Year.
The fiscal year of the Corporation shall be from June 1 through May 31.
- Availability to Members.
A copy of these Bylaws and all Amendments hereto shall be reduced to writing and made available to every Member.
The Corporation Historian shall be appointed by the Executive Committee and shall maintain the recorded 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 at the end of their terms. The Historian is responsible for tracking SAEMS assets (computers, projectors and other property).
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 June 30, 2004
SAEMS, P.O.Box 41433, Tucson, AZ 85717