ARTICLE I - Name and Location
Section 1. Name.
The name of this organization shall be Compassion & Choices Arizona, hereinafter referred to as the “Chapter,” a not-for-profit corporation incorporated under the laws of the State of Arizona.
Section 2. Principal Office.
The initial principal office of the Chapter shall be located in Tucson, Arizona. This office may be changed and the Chapter may also have offices at such other places, that are within the State of Arizona, as the Board of Directors may determine or as the affairs of the Chapter may require from time to time.
ARTICLE II - Chapter/National Relationship
The Chapter will be affiliated with Compassion & Choices and/or End-of-Life Choices, Colorado nonprofit corporations, and will operate in accordance with the policies developed and published by the Board of Directors of these organizations. As used hereinafter the term “National” organization will collectively include Compassion & Choices and End-of-Life Choices.
The Articles of Incorporation (or Articles of Organization) and the Bylaws of the Chapter shall be consistent with National’s Articles of Incorporation and Bylaws. The Bylaws of the Chapter shall be substantially in the model form provided by Compassion & Choices. The Chapter’s Articles and Bylaws may be amended to provide for various aspects of the organization and operations of the Chapter, subject to approval from the National organization. In adopting these Bylaws the Chapter acknowledges that it shall comply and agree to the terms and conditions set forth in the Chapter Application and Chapter Policy Agreement.
ARTICLE III - Purposes
Section 1. Mission.
The Chapter recognizes its primary obligation to represent, promote and sponsor Compassion & Choices activities, programs and services, thus increasing its visibility within the communities it serves. The Chapter is to support and grow its membership within its geographic area as well as further the National organization’s goals of improving end-of-life options for the dying through public education, discussion, advocacy and client support. In furtherance of that purpose, the Chapter shall devote its efforts to developing programs and services that appeal to the members including, but not limited to, educational activities and seminars, regular Chapter meetings, local and state government affairs, communications, public relations and public affairs. If a chapter so chooses, it may support Compassion & Choices’s client support program through efforts such as recruitment of volunteers and logistical help with training sessions.
Section 2. Prohibition Against Private Financial Gain.
No part of the net earnings of the Chapter shall be used for the benefit of, or be distributable to, its members, directors, officers, committee members or other private persons except that the Chapter shall be authorized and empowered to pay reasonable compensation for services rendered, reimburse expenses, and to make payments and distributions in furtherance of the purposes of the Chapter.
ARTICLE IV - Membership
Section 1. Members.
The Chapter exists to serve the membership of the National organization. All members of the National organization within the geographic boundaries of the Chapter are non-voting members.
ARTICLE V - Meetings
Section 1. Annual Meeting.
A. Time and Place. The annual meeting of the Board shall be held at the principal office of the Chapter in the State of Arizona or at such other place as may be determined by the Board of Directors and designated in the notice of such meeting. Meetings shall be presided over by the President of the Chapter.
B. Purpose of Meeting. The purpose of the annual meeting is to conduct the transaction of such business as may come before the meeting.
C. Notice. Written notice of the time and place of the annual meeting shall be given each member at least ten (10) days before the meeting is held, either in person or by letter mailed to the member at the address last shown on the books of the Chapter.
Section 2. Special Meetings.
Special meetings of the Board of Directors may be called by the President or a majority of the Directors on seventy-two (72) hours notice to each Director, given personally or by mail, telephone, telegraph, e-mail or facsimile transmission. The notice shall state the time, place and purpose of the meeting.
Section 3. Telephonic Meetings.
Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting by means of a conference telephone call or by similar communications equipment by which all persons participating in the meeting can hear one another at the same time. Such participation shall constitute presence in person at the meeting.
ARTICLE VI - Directors
Section 1. General Powers, Number and Tenure.
The governing body of this Chapter shall be the Board of Directors. Each Director shall be an active member in good standing with the National organization. The Board of Directors shall manage, supervise, control, and direct the affairs of the Chapter; shall actively pursue the objectives of the Chapter and shall supervise the receipt and disbursement of funds. The minimum number of Directors shall be three (3). No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. All Officers of the Chapter shall be Directors.
Section 2. Election of Directors and Officers.
The Directors and Officers shall be elected by the current Board of Directors at the Annual Meeting of the Board and each director shall hold office for a period of two year(s).
Section 3. Vacancies.
Any vacancies on the Board of Directors may be filled by a vote of the majority of the Directors still in office. Directors and officers elected to fill a vacancy shall serve until the second Annual Meeting after their election.
Section 4. Quorum.
A majority of Directors in office shall constitute a quorum for the transaction of business. If, at any meeting of the Board of Directors, there is less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time, until a quorum shall have been obtained.
Section 5. Voting.
Each Director shall be entitled to one vote and the voting rights of a Director shall not be delegated to another person, exercised by proxy or exercised in absentia.
Section 6. Removal or Resignation.
A. Removal. Except as otherwise provided by law or the Articles of Incorporation, any Director or Directors may be removed from office, with or without cause, by a two-thirds (2/3rds) vote of the Board of Directors entitled to vote.
B. Resignation. A Director may resign at any time by giving written notice to the Board of Directors, the President or Secretary of the Chapter. Unless otherwise specified in such written notice, a resignation shall take effect upon delivery to the Board of Directors or the designated Officer. It is not necessary for a resignation to be accepted before it becomes effective.
Section 7. Manifestation of Dissent.
A Director who is present at a meeting of the Board of Directors at which action is taken shall be presumed to have consented to the action taken, unless the Director contemporaneously requests that his or her dissent be entered in the Minutes of the meeting, or unless the Director provides a written dissent to such action to the presiding Officer of the meeting before its adjournment or to the Secretary of the Chapter immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 8. Action by Consent.
Between meetings, actions of the Board may be taken by mail, phone, fax, or email vote provided all Board members have an opportunity to comment on the intended action, and have their comments delivered to all Board members, prior to final vote on such action. Any such action taken must be filed with the minutes. Motions for consideration by the Board between meetings may be made only by an officer or the officer's delegate.
Section 9. Committees.
The Board may appoint such committee or committees, including Chairs, as it deems advisable and with such rights, powers, and authority as the President shall prescribe. The President, with the consent of the Board, shall have the power at any time to fill vacancies, change the membership or discharge any committee.
ARTICLE VII - Officers
Section 1. Designations.
The Officers of the Chapter shall be elected by the Board of Directors. Each Officer shall be an active member of the National organization. The officers shall be: President, Vice-President, Secretary, Treasurer, and other Officers as the Board of Directors shall deem necessary or appropriate. All Officers of the Chapter shall exercise the powers and perform the duties that shall from time to time be determined by the Board of Directors or these Bylaws. Any number of offices may be held by the same person, unless the law, the Articles of Incorporation, or these Bylaws provide otherwise. A Chapter shall not be required to have any officers other than a President, Vice-President, Secretary and Treasurer.
Section 2. Term, Removal and Resignation from Office.
Each Officer of the Chapter shall hold office until a qualified successor is elected unless otherwise provided by state law. Any Officer may be removed, with or without cause, at any time by the affirmative vote of a two-thirds (2/3rds) vote of the Board of Directors. If any vacancy occurs in any office because an officer is unable to complete the term of office for any reason, the President shall appoint a successor, with the approval of the Board of Directors, for the remainder of the term. An Officer may resign at any time by giving written notice to the Board of Directors, the President, or Secretary of the Chapter. Unless otherwise specified in such written notice, a resignation shall take effect upon delivery to the Board of Directors or the designated Officer. It is not necessary for a resignation to be accepted before it becomes effective.
Section 3. President.
The President shall be the primary officer of the Chapter and, subject to the direction of the Board of Directors, shall have general responsibility for the affairs and property of the Chapter and general supervision over its other Officers and agents. In general, the President shall perform all duties customary to the office of President and shall see that all actions and resolutions of the Board of Directors are implemented.
Section 4. Vice-President.
The Vice-President shall, in the absence of the President or in the event of the President’s disability, removal or resignation, perform the duties and exercise the powers of the President and shall generally assist the President and perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.
Section 5. Secretary.
The Secretary shall attend all meetings of the Board of Directors and the members and record all the proceedings of the meetings. The Secretary shall perform like duties for the Executive Committee or other committees; shall give, or cause to be given, notice of all meetings of members and special meetings of the Board of Directors; and shall perform such other duties as may from time to time be prescribed by the Board, or the President.
Section 6. Treasurer.
The Treasurer shall have the custody of the Chapter funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements and shall deposit all moneys and other valuable effects in the name and to the credit of the Chapter in such depositories as may from time to time be designated by the Board of Directors. The Treasurer shall disburse the funds of the Chapter in accordance with the direction of the Board of Directors and shall, on an annual basis, provide to the President, the Board of Directors and National an account of all transactions and the financial condition of the Chapter.
ARTICLE VIII - Financial Matters
Section 1. Accounting Period.
Upon approval of the Board the Chapter’s financial year shall either be:
A. A calendar year commencing on January 1 and ending on December 31 of each year, or
B. A fiscal year commencing on July 1 and ending on June 30 of each year.
If the Chapter elects to fall under Compassion & Choices 501(c)(3) or End-of-Life Choices 501(c)(4) group tax exemption, the chapter must adopt a fiscal year accounting period.
Section 2. Budget.
The Board shall establish a budget supporting its strategic and operational plan prior to the beginning of each calendar or fiscal year.
ARTICLE IX - Execution of Instruments, Deposits and Funds
Section 1. Execution Of Instruments.
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer of the Chapter to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Chapter, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Chapter by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes.
Except as determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Chapter shall be determined by policies established by the Board of Directors.
ARTICLE X - Corporate Records and Reports
Section 1. Maintenance of Corporate Records:
The Chapter shall keep at its principal office:
(a) Minutes of all meetings of directors and committees of the board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(c) A record of the Board members indicating their names and addresses;
(d) A copy of the Chapter's Articles of Incorporation (or Articles of Organization) and Bylaws as amended to date, which shall be open to inspection at a mutually agreeable time appropriate for the circumstances.
ARTICLE XI - Liability, Indemnification, and Insurance
Section 1. Nonliability of Directors.
The directors shall not be personally liable for the debts, liabilities, or other obligations of the Chapter.
Section 2. Indemnification by Chapter of Directors and Officers.
The directors and officers of the Chapter shall be indemnified by the Chapter to the fullest extent permissible under the laws of this state.
Section 3. Insurance.
Except as may be otherwise provided under provisions of law, the Chapter Board of Directors shall apply for and upon approval be provided Director and Officers liability insurance by the National organization. At any time in the future, national is not able to provide said liability insurance, advance notice will be provided to the chapter.
ARTICLE XII - Dissolution
In the event of dissolution of this Chapter, to the extent allowed under applicable law, all of the assets of the Chapter shall be distributed to the National organization. In the event that for any reason upon the dissolution of this Chapter, the Board of Directors shall fail to act in the manner herein provided within a reasonable time, but in no event to exceed ninety-days, the senior judge of a state court in which the principal office of this Chapter is located, shall make such distribution as herein provided, upon the petition of one or more persons having a real interest in the Chapter or its assets.
ARTICLE XIII - Amendment of Bylaws
These bylaws may be amended by a two-thirds vote of the Directors and become effective after approval by the National organization.