BYLAWS OF ARIZONA PEER AND FAMILY COALITION

LATEST REVISION OF APFC BYLAWS FEBRUARY 6TH, 2021

Print Version
Table Of Contents
  1. BYLAWS OF ARIZONA PEER AND FAMILY COALITION

STATEMENT OF INTENT

The name of the organization is Arizona Peer and Family Coalition. The organization is organized in accordance with the Arizona Nonprofit Corporation Act, as amended. The organization has not been formed for the making of any profit, or personal financial gain. 

The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below.  Nothing contained herein, however,  shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office.  The organization is organized exclusively for purposes subsequent to section 501(c)(3) of the Internal Revenue Code.

ARTICLE I. MISSION STATEMENT

Section 1.   The mission of the Arizona Peer Family Coalition is to advocate for, connect, promote, and develop leadership by peers and family members throughout our state.  Our goal is to empower the community through  education, connection and collaboration.

ARTICLE II. OFFICES

The principal office of the Coalition shall be located at its principal place of business (in the community) or such other place as the Board of Directors (“Board”) may designate. The Coalition may have such other offices, either within or without the State of Arizona, as the Board may designate or as the business of the Coalition may require from time to time. 

ARTICLE III. MEMBERSHIP

3.1 CLASSES OF MEMBERS:

The Coalition shall initially have one class of Members. Additional classes of Members, the manner of election or appointment of each class of Members, and the qualifications and rights of each class of Members may be established below, or by amendment to these Bylaws.

3.2 QUALIFICATIONS FOR MEMBERSHIP:

3.2.1  In order to qualify for membership, a Member shall:

a.  be a self-identified peer, family member, or ally;
b.  has completed the Coalition membership application; and
c.  submitted said application to the Coalition secretary.

A Member may then be appointed to membership at the meeting the application was submitted and eligible to vote the following month once membership is recorded in the approved minutes.

3.2.2  A Member may voluntarily resign from the Coalition at any time by:

a.   verbal declaration during a regularly scheduled Coalition meeting;
b.  contacting the Board and rendering a resignation in person, by phone, in writing or email.

3.2.3 Members may have such other qualifications as the Board & Membership may prescribe by amendment to these Bylaws. 

3.3 VOTING RIGHTS:

3.3.1  Member right to vote begins once membership is recorded in the approved minutes (usually the meeting following member application receipt by secretary). 

3.3.2  A Member may voluntarily resign from the Coalition at any time by:

  1. verbal declaration during a regularly scheduled Coalition meeting; 
  2. contacting the Board and rendering a resignation in person, by phone, in writing or email. 

3.3.3   Each Member entitled to vote at an election of Directors may cast one vote for as many persons as there are Directors to be elected and for whose election such Member has a right to vote. 

3.3.4  Each Member shall renew active membership voting rights once a year at the Annual Meeting of Members or by email submission. 

3.3.5  Members have the authority to vote on the following items, if and when presented by the board for a membership vote: 

(a) amend, alter or repeal these Bylaws; 
(b) elect, appoint or remove any Member of any other committee or any Director or officer of the Coalition;  
(c) amend the Articles of Incorporation;  
(d) adopt a plan of merger or consolidation with another Coalition;  
(e) authorize the sale, lease or exchange of all or substantially all of the property and assets of the Coalition not in the ordinary course of business;
(f)  authorize the voluntary dissolution of the Coalition or revoke proceedings therefor; 
(g) adopt a plan for the distribution of the assets of the Coalition; or 
(h) amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by a committee. The  designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon it, him or her by law. 
(i) set or amend the mission, vision and purpose; 
(j)  approve  the  goals  of  the  organization,  including  the  legislative priorities;
(k) adopt and approve a strategic plan.

3.3.6  With  exception  of  the  items  listed  under  3.3.5,  the  Board  and/or  a Committee may make a time sensitive decision with a vote of confidence without obtaining approval from the full membership.

3.4 ANNUAL MEETING:

The Annual Meeting of the Members shall be held once a year for the purpose of electing Directors, renewing active membership voting rights, and transacting such other business as may properly come before the meeting.  

3.5 SPECIAL MEETINGS:

The President, the Board, or not less than twenty-five percent of the Members entitled to vote at such meeting, may call special meetings of the Members for any purpose.

3.6 PLACE OF MEETINGS:

All meetings of Members shall be held at the principal office of the Coalition or at such other place within or without the State of Arizona designated by the President, the Board, by the Members entitled to call a meeting of Members, or by a waiver of notice signed by all members entitled to vote at the meeting. 

3.7 NOTICE OF MEETINGS:

The President, the Secretary or the Board shall cause to be delivered to each Member entitled to notice of or to vote at the meeting, either personally, electronically or by mail, not less than ten nor more than fifty days before the meeting, written notice stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  At any time, upon the written request of not less than seven (7) of the Members entitled to vote at the meeting, it shall be the duty of the Secretary to give notice of a special meeting of Members to be held at such date, time and place as the Secretary may fix, not less than ten nor more than thirty-five days after receipt of such written request, and if the Secretary shall neglect or refuse to issue such notice, the person or persons making the request may do so and may fix the date, time and place for such meeting.  If such notice is mailed, it shall be deemed delivered when deposited in the official government mail properly addressed to the Member at his or her address as it appears on the records of the Coalition with postage thereon prepaid.

3.8 WAIVER OF NOTICE:

Whenever any notice is required to be given to any Member under the provisions of these Bylaws, the Articles of Incorporation or applicable Arizona law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 

3.9 QUORUM:

Members present at regularly monthly meetings of the Coalition entitled to vote, represented in person or via electronic participation [or by proxy], shall constitute a quorum at a meeting of the Members, unless attendance of voting members is less than seven (7).  If less than a quorum of the Members entitled to vote is represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice.  A member of the Board of Directors may request leave, to be approved by Board of Directors’ vote.  Once the request has been approved, the quorum number will be adjusted accordingly.

3.10 MANNER OF ACTING:

The vote of a majority of the votes entitled to be cast by the Members represented in person [or by proxy] at a meeting shall be necessary for the adoption of any matter voted upon by the Members, unless a greater proportion is required by applicable Arizona law, the Articles of Incorporation or these Bylaws.

3.11 PROXIES:

A Member may be represented by proxy. A signed proxy statement must be mailed to the President or Secretary at least 24 hours prior to the meeting at which the business is to be transacted. If not Board Member is designated, the President will be given the authority to act on the proxy statement. All proxy statements are valid for the duration of one board or membership membership meeting and are revocable only by the member submitting the proxy statement.   

3.12 ACTION BY MEMBERS WITHOUT A MEETING:

Any action which could be taken at a meeting of the Members may be taken without a meeting if a written consent setting forth the action so taken is signed by all Members entitled to vote with respect to the subject matter thereof. Such written consents may be signed in two or more counterparts and in person or by email, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document.  Any such written consent shall be inserted in the minute book as if it were the minutes of a meeting of the Members.

3.13 MEETINGS BY TELEPHONE:

Members of the Coalition may participate in a meeting of Members by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

ARTICLE IV. BOARD OF DIRECTORS

4.1 GENERAL POWERS:

The affairs of the Coalition shall be managed by a Board of Directors.

4.2 NUMBER:

The Board shall consist of not less than three (3) Directors. The number of Board of Directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director. Every effort will be given to elect directors from the greater Arizona areas in support of our mission of statewide advocacy. It is recommended that the Chair of all the affiliates (if applicable) of the organization sit on the Board of Directors.

4.3 QUALIFICATIONS:

Board of Directors shall be Members of the Coalition and as such have attended five (5) of the last six (6) regularly scheduled monthly Member meetings or meeting attendance requirement can be met by having participated in other Coalition activities during the month. Board of Directors may have such other qualifications as the Members may prescribe by amendment to these Bylaws.

4.4 ELECTION OF DIRECTORS:

4.4.1 Initial Directors
The initial Board of Directors named in the Articles of Incorporation shall serve until the first Annual Meeting of Members.

4.4.2  Successor Directors
Successor Board of Directors shall be elected every year at the Annual Meeting of Members, with three (3) years terms of office. (The election of Board of Directors may be conducted by mail/email in such manner as the Board of Directors shall determine.)

4.4.3  Officers
Board officers serve staggered two 2 year terms of office with President, Secretary votes to take place in odd numbered calendar years; Vice President(s), Treasurer voted upon in even numbered calendar years.

4.5 TERM OF OFFICE:

4.5.1  Board of Director Term of Office
Unless a Board of Director Member dies, resigns or is removed, he or she shall hold office until the expiration of his or her three 3 year term, next Annual Meeting of the Members, or until his or her successor is elected, whichever is later.

4.5.2  Officer Term of Office
Unless an Officer dies, resigns or is removed, he or she shall hold office until the expiration of his or her two (2) year term, next Annual Meeting of the Members, or until his or her successor is elected, whichever is later.

4.6 ANNUAL MEETING:

The Annual Meeting of the Board shall be held without notice immediately following and at the same place as the Annual Meeting of Members for the purposes of electing officers and transacting such business as may properly come before the meeting.

4.7 REGULAR MEETINGS:

By resolution, the Board of Directors may specify the date, time and place for the holding of regular meetings without other notice than such resolution.

4.8 SPECIAL MEETINGS:

Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of the President or any two Directors, or, in the case of a committee meeting, by the chairman of the committee. The person or persons authorized to call special meetings may fix any place, either within or without the State of Arizona, as the place for holding any special Board or committee meeting called by them. 

4.9 MEETINGS BY TELEPHONE:

Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting. 

4.10 PLACE OF MEETINGS:

All meetings shall be held at the principal office of the coalition or at such other place within or without the State of Arizona designated by the Board, by any persons entitled to call a meeting or by a waiver of notice signed by all Directors.

4.11 NOTICE OF SPECIAL MEETINGS:

Notice of special Board or committee meetings shall be given to a Director in writing, email, or by personal communication with the Director not less than seven days before the meeting. Notices in writing may be delivered or mailed to the Director at his or her address shown on the records of the coalition. Neither the business to be transacted at, nor the purpose of any special meeting need be specified in the notice of such meeting. If notice is delivered by mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid.

4.12 WAIVER OF NOTICE:

4.12.1   In Writing:
Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or applicable Arizona law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting. 

4.12.2  By Attendance:
The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 

4.13 QUORUM:

A simple majority of the total number of Directors in office shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.  A member of the Board of Directors may request leave, to be approved by Board of Directors’ vote.  Once the request has been approved the quorum number will be adjusted accordingly.

4.14 MANNER OF ACTING:

The act of the majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable Arizona law.

4.15 PRESUMPTION OF ASSENT:

A Director of the Coalition present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by registered mail to the Secretary of the Coalition immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.

4.16 ACTION BY BOARD WITHOUT A MEETING:

Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.

4.17 RESIGNATION:

Any Director may resign at any time by delivering written notice to the President or the Secretary at the registered office of the Coalition, or by giving oral or written notice at any meeting of the Directors. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 

4.18 REMOVAL:

At a meeting of Members called expressly for that purpose, one or more Directors(including the entire Board) may be removed from office, with or without cause, by two thirds of the votes cast by Members then entitled to vote on the election of Directors represented in person or by proxy at a meeting of Members at which a quorum is present.

4.19 VACANCIES:

A vacancy in the position of Director may be filled by the affirmative vote of a majority of the Members at the monthly Coalition meeting following the formal notice of said vacancy. A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.

4.20 BOARD COMMITTEES:

4.20.1  Standing or Temporary Committees
The Board, by resolution adopted by a majority of the Directors in office, may designate  and appoint one or more standing or temporary committees, each of which shall consist of two or more Directors. Such committees shall have and exercise the authority of the Directors in the service of the Coalition, subject to such limitations as may be prescribed by the Board and/or Membership; except that no committee shall have the authority to vote on the items listed in 3.3.5 without a vote by the full membership.  

4.20.2  Quorum; Manner of Acting
A majority of the number of Directors composing any committee shall constitute a quorum, and the act of a majority of the Members of a committee present at a meeting at which a quorum is present shall be the act of the committee.

4.20.3 Resignation
Any Member of any committee may resign at any time by delivering written notice thereof to the President, the Secretary or the chairperson of such committee, or by giving oral or written notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.20.4  Removal of Committee Member
The Board, by resolution adopted by a majority of the Directors in office, may remove from office any Member of any committee elected or appointed by it. 

4.21 COMPENSATION:

The Directors shall receive no compensation for their service as Directors but may receive reimbursement for expenditures incurred on behalf of the Coalition.

ARTICLE V. OFFICERS

5.1 NUMBER AND QUALIFICATIONS:

The officers of the Coalition shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer; each of whom shall be elected by the Board. Other officers and assistant officers may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. Any two or more offices may be held by the same person, except the offices of President and Secretary. 

5.2 ELECTION AND TERM OF OFFICE:

The officers of the Coalition shall be elected each for a two (2) year term by the Board at the Annual Meeting of the Board. Unless an officer dies, resigns, or is removed from office, he or she shall hold office until the next Annual Meeting of the Board or until his or her successor is elected. 

5.2.1 Officers’ Election Schedule
Board officers serve staggered two 2 year terms of office with President, Secretary  elections  to  take  place  in  odd  numbered  calendar  years;  Vice President(s), Treasurer voted upon in even numbered calendar years.

5.3 RESIGNATION:

Any officer may resign at any time by delivering written notice to the President, a Vice President, the Secretary or the Board, or by giving oral or written notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.4 REMOVAL:

Any officer elected or appointed by the Board may be removed from office by the Board whenever in its judgment the best interests of the Coalition would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

5.5 VACANCIES:

A vacancy in any office created by the death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.

5.6 PRESIDENT:

The President shall be the chief executive officer of the Coalition and, subject to the Board’s control, shall supervise and control all of the assets, business and affairs of the Coalition. The President shall preside over meetings of the Members and the Board. The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Coalition or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are assigned to him or her by the Board from time to time. 

5.7 VICE PRESIDENTS:

In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President whose name first appears in the Board resolution electing officers) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President.  Vice Presidents shall have, to the extent authorized by the President or the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts or other instruments. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or the Board.

5.8 SECRETARY:

The Secretary shall:

(a) keep the minutes of meetings of the Members and the Board, and minutes which may be maintained by committees of the Board; including attendance.
(b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; 
(c) be custodian of the corporate records of the Coalition;
(d) keep records of contact information (primarily email address) of each Member 
(e) keep records of the email and post office address, of each Director and of the name, email and post office address of each officer; 
(f) sign with the President, or other officer authorized by the President or the”>Board, deeds, mortgages, bonds, contracts, or other instruments; and 
(g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board.

5.9 TREASURER:

If requested by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board may determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Coalition; receive and give receipts for moneys due and payable to the Coalition from any source whatsoever, and deposit all such moneys in the name of the Coalition in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board.

ARTICLE VI. ADMINISTRATIVE PROVISIONS

6.1 BOOKS AND RECORDS:

The Coalition shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of its Members and Board, and any minutes which may be maintained by committees of the Board; records of the name and contact information and class, if applicable of each Member and Director, and of the name and post office address of each officer; and such other records as may be necessary or advisable. All books and records of the Coalition shall be open at any reasonable time to inspection by any Member of three months standing or to a representative of more than five percent of the membership.

6.2 ACCOUNTING YEAR:

The accounting year of the Coalition shall be the twelve months ending September 30.

6.3 RULES OF PROCEDURE:

The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Roberts’ Rules of Order on Parliamentary Procedure, newly revised, so far  as  applicable  and  when  not  inconsistent  with  these  Bylaws,  the  Articles  of Incorporation or any resolution of the Members.

ARTICLE VII. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the vote of a majority of the Members.

The foregoing Bylaws were adopted by the full Coalition Membership Board of Directors on

_February 6th____, _2021___.

__________________________________
Secretary