Amended and Restated
Bylaws
of
THE ARIZONA WOMEN’S HISTORY ALLIANCE, INC.
These Amended and Restated Bylaws supersede and take the place of the heretofore existing Bylaws and any amendments or restatements thereof, all pursuant to the Arizona Nonprofit Corporation Act, Sections 10-3101 through 10-11702 of the Arizona Revised Statues (“ANCA”).
Article I – NAME
The name of this corporation is the Arizona Women’s History Alliance, Inc. (hereinafter “Corporation”), a nonprofit corporation.
Article II: LOCATION
Its place of business is 16547 East Fairview Street, Gilbert, Arizona. The Board of Directors (hereinafter “Board”) may change the Corporation's known place of business or its statutory agent from time to time by filing a statement with the Arizona Corporation Commission pursuant to applicable law.
Article III – VISION, MISSION & PURPOSE
Vision
Arizona Women Shape History.
Mission
Expand awareness and preservation of Arizona’s women’s history.
Purpose
A 501 [c] [3] nonprofit organization, the Corporation expands Arizona women’s history and education, including the promotion of new research and writing. The Corporation increases public awareness of the experiences and intergenerational contributions of Arizona women who collectively represent Arizona’s rich and diversified racial, indigenous, ethnic, cultural, social, economic, and political history.
Article IV – CORPORATE POWERS
In pursuit of its goal of expanding awareness and preservation of Arizona ‘s women’s history, the Corporation is empowered to undertake any legitimate activity, legally granted or available to it by laws of the State of Arizona, the Articles of Incorporation, federal law, or these bylaws. These corporate powers are vested in a Board.
Article V: BOARD GOVERNANCE & OPERATIONS
Role of the Board
The affairs of the Corporation shall be conducted by a Board in accordance with the Articles of Incorporation dated May 15, 2012, plus any amendments thereto, these bylaws, plus any amendments thereto, and policy, plus any amendments thereto, adopted by the Board.
General Purpose and Effect
These Bylaws and any amendment or policy adopted in conformity with them shall govern the operating procedures of the Corporation.
Functions of the Board
The affairs of the Corporation shall be administered by the Board. The Board is responsible for
- ) selecting, appointing, and/or removing from office any board member;
- ) reviewing, amending, and/or adopting the annual budget;
- ) acting on all proposals relative to the interests of the Corporation;
- ) giving direction in all cases of litigation or possible litigation involving the Board;
- ) organizing the Corporation as may be necessary for the efficient conduct of corporate affairs;
- ) creating such committees as it deems necessary for the efficient conduct of corporate affairs;
- ) receiving reports from all committees that have been active at each general meeting; and
- ) engaging in strategic planning.
Article VI: BOARD ORGANIZATION
Membership
The Board shall consist of not less than three (3) and not more than eleven (11) members. Membership terms shall be three (3) years. A member may be re-elected to serve successive terms. Incoming board membership shall be approved by a quorum of currently serving board members.
If a member who has accepted a term on the Board is unable to fulfill that term, the member shall submit a written resignation to the President. A board member may be immediately removed from the board for violating Duties of Care such as Malfeasance or Inactivity if such removal is deemed to be in the best interests of the Corporation. A two- thirds majority vote of the full Board shall be required to remove a board member.
Election of a new Board member or in the event a vacancy occurs in the Board, the Board may have the election at any regular meeting or at any special meeting, for the purpose of counting term limits, the newly elected Board member’s term will be counted as beginning on the date of the first annual meeting following his or her election.
Affiliate Membership
The Corporation shall initially have two (2) affiliate member organizations: the Arizona Women’s History Heritage Trail and the Arizona Women’s Hall of Fame. Additional affiliate memberships may include both organizations and individuals with similar interests. Affiliate membership shall be approved by a quorum of currently serving board members.
Emeritus Board Member
An Emeritus Board Member is a non-voting member of the Board, granted to members in recognition of long-term Board membership –or– significant long-term contributions to the Corporation. Emeritus board members are nominated and approved by a quorum of currently serving members. Emeritus members are extended an invitation to attend all meetings.
Article VII: BOARD MEETINGS
Regular Meetings
Meetings may be held on site or electronically. Additional regular meetings may be held at regular intervals at such times as the Board may determine. The Board shall conduct at least six (6) meetings annually, the time and place to be decided upon at the Executive Committee (see Article X). Board members shall be notified of regular meetings at least two (2) days in advance.
Special Meetings
Special meetings of the Board may be held whenever and wherever called for by the President or a quorum of currently serving board members. Members shall be notified at least three (3) days in advance.
Voting
Any matter submitted to a board meeting shall be resolved by a quorum. A quorum consists of a simple majority of currently serving board members. The concurrence of a majority of the quorum is sufficient to take action. In the case of equality of votes, the President shall have an additional or deciding vote.
Voting Methods
Voting during regular, annual, and/or special meetings may be by the following:
- ) viva voce;
- ) show of hands;
- ) ballot;
- ) roll call;
- ) electronic; or
- ) telephonic.
Minutes
- ) All actions of the Board and Executive Committee shall be recorded in its respective minutes by the Secretary or, in his/her absence, the designee.
- ) The minutes, along with the printed agenda and its back-up materials, shall constitute the official record of the Board.
- ) The Secretary shall update and maintain board records and ensure accessibility to all board members.
Public Participation
- ) The Board considers it important to hear the viewpoints of the general public; however, the Board shall hear only concerns, views and opinions that are within the jurisdiction of the Board that relate to corporate purposes and concerns.
- ) The President shall allot a reasonable time for each speaker. During public participation, the President shall recognize speakers, request proper identification, and maintain order.
Article VIII – FIDUCIARY REPSPONSIBILITY & STANDARDS OF CARE
Duty of Care
Board members are required to discharge their office in a manner which always puts the interest of the Corporation first, and to ensure that the decisions and actions they take on behalf of the Corporation are based on “informed business judgment” and in the best interest of the Corporation. In accordance with Arizona Revised Statutes, board members’ duties, including as a member of a committee, shall be discharged in good faith, with the care an ordinary prudent person in a like position would exercise under similar circumstances, and in a manner the board member reasonably believes to be in the best interest of the Corporation.
Duty of Loyalty/Conflict of Interest
Board members are required to recognize when their own interests may conflict with the interest of the Corporation and take steps to prevent their personal interest from compromising the Corporation. If a board member has interest in a transaction that is, or may be, adverse to the interest of the Corporation, the board member has a duty to disclose the potential conflict and abstain from voting in connection with the issue at hand.
Conflict of Interest Transaction
In the event of a conflict of interest, a “written disclosure” must be provided by the interested board member that states the existence and nature of conflicting interest and all facts known to the board member respecting the subject matter of the transaction that an ordinary prudent person would reasonably believe to be material to a judgment about whether to proceed with the transaction. Where conflict exists, the Corporation requires that a conflict-of-interest transaction must be approved by the Board by a quorum of voting board members.
Nepotism and Conflict of Interest
All board members shall complete and sign an annual Conflict of Interest Statement disclosing current and potential conflicts that shall be kept in official board files.
Any member of the Board who has direct or fiduciary interest in any vendor attempting to do business with the Corporation shall disclose that interest and shall abstain from consideration and voting on any corporate decision affecting such proposed transaction. Any board member who is found not in compliance with Fiduciary Responsibility and Standards of Care may be discharged from the Board.
Article IX: CORPORATE OFFICERS
Election
The Board shall elect or appoint its corporate officers. Any member elected or appointed to any office shall continue to hold that office until such officer resigns or is removed. Any two (2) or more offices may be held by the same person.
All officers shall serve two (2) year terms, renewable with approval of a quorum of currently serving board members. Officers may serve unlimited terms.
Officer Removal
The Board, in the best interests of the Corporation, may remove any officer or temporarily delegate such officer’s powers and duties to any other officer.
Officer Compensation
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to, its officers.
President
The President shall be nominated and approved by a quorum vote of the Board. The President shall be the chief executive officer of the Corporation, shall have the same right to vote on pending questions as any other board member. The President is responsible for the general superintendence of the affairs of the Corporation, shall preside at all board meetings of the Corporation, and shall supervise the performance by all its other officers of their respective duties, subject to the control of the Board. Except as may otherwise be specifically provided in a board resolution, the President shall sign on behalf of the Corporation any agreement or other instrument of any significant importance to the Corporation. The President shall have signatory powers on all Corporate financial accounts. The President, or the President’s designee, shall be the board member authorized to speak publicly for the Board.
Vice President
In the absence of the President, a Vice-President may exercise all powers and perform all duties pertaining to the office of the President or conferred or imposed upon the President by the Board.
Secretary
The Secretary shall record and maintain all acts, including minutes, of the Board. The Secretary shall be the custodian all corporate records and, in general, shall perform all duties incident to the office. The Secretary shall attend to official board correspondence not otherwise attended to by the President.
Treasurer
The Treasurer shall evaluate and review all financial statements; maintain corporate checking accounts, keeping them balanced and up to date; and inform the Board on a regular basis on all financial activity. The Treasurer shall be responsible for preparing and filing such financial reports, financial statements, and returns as may be required by law. The Treasurer shall have signatory powers on all Corporation financial accounts.
X: COMMITTEES OF THE BOARD
The Board may establish certain standing and ad-hoc committees to share in the numerous responsibilities of the organization. These committees shall be filled based on the needs of the organization and the availability of board members. Committee Chairs must be current Board members. Committee members may be recruited from outside the organization for their respective expertise to advise and execute the respective requirements. A member of any committee may be removed, with or without cause, by the Board. In the event any vacancy occurs on a committee, it shall be filled by the Board.
Voting during committee meetings may be by the following:
7.) viva voce;
8.) show of hands;
9.) ballot;
10.) roll call;
11.) electronic; or
12.) telephonic.
Committees shall not have the authority to:
- ) fill vacancies on the Board or in any board committees, and
- ) amend or repeal of the articles or the bylaws, or the adoption of new articles or bylaws.
Executive Committee
Subject to Board approval, an Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer of the Board, and immediate past President. The Board President shall serve as Chair of the Executive Committee If an emergency should arise and a decision must be made immediately, the President shall notify all Board members of the nature of the emergency and the steps taken to resolve the emergency. This decision must be ratified at the next regular Board meeting. The Executive Committee shall exercise all the authority of the Board with the following exceptions:
- ) filling vacancies on the Board or in any board committees;
- ) amending or repealing the bylaws or the adoption of new bylaws;
- ) approving the annual budget;
- ) approving personal property transactions, except those activities delegated to the Treasurer in accordance with the bylaws; and
- ) amending or repealing policy or adopting new policy.
XI: POLICY DEVELOPMENT
Formulation, Adoption and Amendment of Policies
All policies shall take effect upon adoption, alteration, or amendment, and may be repealed by the affirmative vote of a majority of currently serving board members provided that the proposed policy, alteration, amendment, or action to repeal has been placed on the agenda of a regular board meeting for discussion at a meeting prior to the placement on the agenda under items requiring action. All corporate policies, bylaws and guidelines shall be reviewed every three (3) years.
XII: INDEMNIFICATION
The Corporation shall, to the full extent consistent with the nonprofit corporation laws of the State of Arizona, indemnify the board officers with respect to liabilities and expenses arising out of any action or proceedings in which they become involved by reason of their affiliation with the Corporation.
XIII: AMENDMENTS
These Bylaws shall take effect upon adoption, alteration or amendment and may be repealed by the affirmative vote of two-thirds of currently serving board members provided that the proposed bylaw, alteration, amendment, or action to repeal has been placed in the agenda for discussion at a meeting prior to the placement on the agenda under items requiring action.
XIV: DISSOLUTION
If the Board proposes the dissolution of the Corporation, the members shall designate the date, time, and place of a special meeting with thirty (30) days prior notice. Dissolution must be approved by two-thirds vote of currently serving members. Upon dissolution, all assets shall be distributed by the Board to other nonprofit, tax-exempt organizations, as set forth in the Articles of Incorporation, and subject to applicable law and regulations.
CERTIFICATION OF ADOPTION
I certify that I am the Secretary of the Arizona Women’s History Alliance, Inc., an Arizona nonprofit corporation, and have been designated by the Board to act in that capacity. I also certify that the foregoing Bylaws have been adopted as the Bylaws of the Corporation by two-thirds vote its currently serving board members.
DATED the ______ day of ___________, 2025
______________________________________, Secretary, Arizona Women’s History Alliance, Inc.
Approved 2018
Amended 2025
