BYLAWS
June 16, 1994
ARTICLE I
Name and Purpose
Section 1. The name of the organization is Arizona Secular Humanists, Inc. (ASH).
Section 2. ASH is a non-profit Arizona corporation established to provide from a humanist perspective educational, and scientific literacy, critical thinking and community services to members and the public .
ARTICLE II
Membership
Section 1. Membership. A member of ASH may be any person subscribing to the principles and goals of ASH, who has applied for ASH membership, and who has paid the established dues. Each member shall have the right to one vote on all ballots submitted to the ASH membership.
Section 2. Dues. The Board of Directors shall determine the amount of any dues.
ARTICLE III
Governing Body
Section 1. Powers. The affairs of ASH shall be managed by its Board of Directors (Board). Directors shall be ASH members. The Board shall issue the only official statements for ASH.
Section 2. Composition. The Board shall consist of the Founder plus five ASH members elected by ASH members in accordance with Article VI.
Section 3. Tenure. Elected Board members shall serve terms of approximately two years, except in the case of the first ASH election of Directors in which three shall serve terms of approximately one year.
Section 4. Parliamentary Authority. Simplified Robert's Rules of Order shall govern the Board.
Section 5. Quorum and Voting. A majority of voting members of the Board (3) shall constitute a quorum for the transaction of business at any meeting of the Board, except in the case of an action requiring a vote of more than a majority. Votes of the Board shall be recorded in the minutes. Voting by proxy is not permitted except when approved by the Board for a specific issue. Proxies shall be written and shall state the issue or issues for which the proxy applies. Unless otherwise specified in the ASH Bylaws, decisions of the Board shall be determined by majority vote.
Section 6. Meetings. The Board shall meet at least one time each year. A meeting of the Board may be called by any one Director. The Board will establish rules regarding adequate notification of Board meetings. The Board may vote to hold a closed meeting.
Section 7. Vacancies. Any vacancy occurring on the Board shall be filled by the Board until the next annual election of Directors.
ARTICLE IV
Executive Team
Section 1. Officers. The officers of ASH shall be: President, Vice President, Secretary and Treasurer. Section 2. Other Directors. The other two (2) Directors of ASH shall be: Member-At-Large and Founder. Section 3. Elections. Officers and the Board Member-at-Large of ASH shall be elected by the Board from among the Directors shortly after each annual election of Directors. Officers shall serve a term of approximately one year.
Section 4. Duties of the President. The President shall be the principle officer of ASH and shall supervise and control all of its business affairs. The President shall be Chair of the Board and shall preside at all meetings of the Board. The President shall have no vote in matters before the Board except (1) in case of an action requiring a vote of more than a majority, and (2) in the event of a tie vote to break the tie. The President may sign, with the Secretary or any other member(s) of ASH designated by the Board, any and all contracts, deeds, mortgages, and other papers and instruments authorized by the Board or required under federal laws or the laws of Arizona, or under the laws of any other state in which ASH may do business.
Section 5. Duties of Vice President. In the absence of the President, or in the event of the President's inability or refusal to act upon a membership vote, a Board decision or legal requirements, the Vice President shall perform the duties of the President, and shall have all the powers and be subject to all the restrictions upon the President. The Vice President shall perform such duties as shall be assigned by the President or by the Board.
Section 6. Duties of the Secretary. The Secretary shall keep the minutes of Board meetings, and ASH membership meetings. and shall maintain a book of minutes. The Secretary shall be custodian of the corporate records. The secretary shall keep a postal address of each ASH member.
Section 7. Duties of the Treasurer. The Treasurer shall have charge and custody of and responsibility for all funds and securities of ASH, shall receive and give receipts for moneys due and payable to ASH from any source, and deposit all such moneys in ASH's name in such banks or other depositories as may be assigned by the President or the Board. The Treasurer shall make a report on the status of all accounts, debts, monies due and other financial matters at each meeting of the Board.
Section 8. Duties of the Board Member-at-Large. The Board Member-at-Large shall assist the officers in their various duties as needed.
Section 9. The Founder shall be a non-elected Board member without a Board vote, who shall expedite and enhance each of the offices by "nagging" and assuring that requirements and duties are met. He may make and second motions, give advice, offer ideas and perform duties aimed at the improvement of the Board and the ASH Corporation.
Section 10. Vacancies. A vacancy in any office or Board member may be filled by the Board for the unexpired term.
ARTICLE V
Standing Teams
Section 1. Program Team. The Program Team shall be responsible for organizing ASH membership meetings.
Section 2. Newsletter Team. The Newsletter Team shall be responsible for producing and distributing ASH newsletters and certain flyers.
Section 3. Public Relations Team. The Public Relations Team shall be responsible for routine contact with the media and the public.
Section 4. Membership/Recruitment Team. The Membership/Recruitment Team shall encourage the growth and retention of ASH membership.
Section 5. Other Standing Teams. The Board may establish and abolish other Standing Teams as needed.
Section 6. Chairs of Standing Teams shall be appointed by and serve at the discretion of the President with the concurrence of the Board.
Section 7. Members of Standing Teams shall be appointed by and serve at the discretion of the Team chair.
ARTICLE VI
Elections
Section 1. Annually, at a nomination meeting, the Board shall present a slate of Director candidates to, and accept Director candidates from, the ASH membership. The nomination meeting shall be announced to the ASH membership at least two weeks in advance.
Section 2. Annually, at an election meeting held at least two weeks after the nomination meeting, the ASH membership shall elect the number of Directors required to fill the Director positions created by expiring terms and other vacancies. Election winners shall be determined by maximum number of votes. Ten per cent or more of the ASH membership must vote in an election for it to be valid. The election meeting shall be announced to the ASH membership at least two weeks in advance.
ARTICLE VII
Special Interest Groups
Section 1. The Board may create Special Interest Groups (SIGs). Proposals to create a SIG shall be addressed in writing to the Board and requests will be accepted from any member. Proposals shall include a suggested statement of purpose.
Section 2. The Board shall adopt a statement of purpose for each SIG. Section 3. Any ASH member may join one or more SIGs.
Section 4. SIG Chairs shall be appointed by and serve at the discretion of the President with the concurrence of the Board.
ARTICLE VIII
Amendments to the ASH Bylaws
Section 1.
A vote by the ASH membership on proposed amendments to the ASH Bylaws may take place at any ASH membership meeting provided that the Board has provided the ASH membership with the text of the proposed amendments in writing at least two weeks in advance of the meeting. For Amendments to the ASH Bylaws to be ratified, ten percent or more of the ASH membership must vote on the amendments and at least three quarters of the ASH members at the meeting must vote in favor of the proposed changes.
ARTICLE IX
Removal or Expulsion by Board Action
Section 1.
The Board may (1) remove any Board member from office, (2) remove any Director from the Board, and/or (3) expel any member from ASH, by petition of one Director to the President and the affirmative vote of a simply majority of the whole Board.
Section 2.
Fair Notice. The Board must give fair notice and appropriate notification in writing of its reasons for considering removal or expulsion, together with a schedule of meetings where the person affected will be given an opportunity to attend and speak to the Board about such action prior to a deciding vote by the Board.