BYLAWS OF FACULTY ASSOCIATION AT MARICOPA COMMUNITY COLLEGES CHARITIES FOUNDATION August 28, 2007
The purpose for which this Corporation is formed and the general nature of the business to be transacted shall be to receive funds and property, to invest and reinvest the same, and to disburse and distribute the same as voluntary, gratuitous and charitable gifts and contributions to provide support for educational awareness and assistance including, but not limited to, scholarships for anyone interested in pursuing higher educational opportunities. The selection of the recipients of such gifts and contributions and the determination of the amount thereof, shall rest in the absolute discretion of the Board of Directors of the Corporation.
The Corporation may distribute funds and financially support activities that the Board of Directors believes will help anyone interested in pursuing higher educational opportunities achieve the goal of obtaining a higher education. In furtherance of the foregoing purposes, the Corporation shall have and exercise any, all and every power which a nonprofit Corporation organized under the provisions of the State of Arizona for charitable purposes could be authorized to exercise, but not any other power. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its charitable purposes as set forth herein. No part of the activities of the Corporation shall be the carrying on ofpropaganda or otherwise attempting to influence legislation.
Number, Qualification, Term of Office and Quorum. The property, business and affairs of this Corporation shall be managed by its Board of Directors, which shall consist of no more than seven (7) members, all of whom shall be of full age. The officers of the Corporation shall consist of a President, Vice President, Treasurer, Secretary, and three (3) Trustees.
Directors shall be elected for staggered terms, with approximately one-third of the Board elected each year. A majority of the directors shall constitute a quorum for the transaction of business, and the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors; provided that if the directors shall, severally and/or collectively, consent in writing to any action to be taken by the Corporation, such action shall be as valid corporate action as though it had been authorized at a meeting of the directors. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting until a quorum is obtained.
Removal from Office. Any member of the Board of Directors who fails to attend more than three (3) consecutive regular or special meetings of the Board of Directors may be removed from membership on the Board of Directors, by the remaining members of the Board, by the affirmative vote of a majority thereof.
Power To Make Bylaws. The Board of Directors shall have power to make and alter any bylaw or bylaws, including the fixing and altering of the number of the directors, provided that the Board shall not make or alter any bylaw or bylaws fixing the qualifications, classifications or term of office of any member or members of the then existing board.
Election of Directors. Directors of this Corporation shall be elected as hereinafter provided, at either a regular or special meeting of the Faculty Executive Council of the Faculty Association at Maricopa Community Colleges. A nominating committee, as defined in Article VII shall prepare a list of nominees for the offices of directors of the Corporation and report the same to the Faculty Executive Council. Said list shall contain at least as many names as there are vacancies in the Board of Directors. The candidates receiving the highest number of votes cast by the Faculty Executive Council shall be declared elected to the vacancies in the Board of Directors and they shall take office as directors on the day following such meeting.
Vacancies. Whenever any vacancies shall have occurred in the Board of Directors by reason of death, resignation, removal from office, increase in the number of directors, or otherwise, it shall be filled by the votes of a majority of the directors then in office at any meeting.
Elections. In the case of all elections of directors where there are a greater number of candidates than the number to be elected, each director shall be separately elected.
Meetings. The meetings of the Board of Directors shall be in the State of Arizona, at such place or places as may from time to time be determined by a majority of the Board. Regular meetings of the Board shall be held at such time and place as shall from time to time be determined by resolution of the Board of Directors and until further notice, regular meetings shall be held quarterly. Special meetings may be held at any time upon the call of the President or Vice President or of not less than a majority of the directors then in office.
Notice of Meetings. Written notice of the time and place, and in the case of special meetings, the purpose, of every meeting of the Board shall be duly served on or sent, mailed, or by email or facsimile to each director not less than ten (10) days before the meeting. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice of the time, place and purpose of such meeting by email, facsimile or other writing either before or after the holding thereof.
Executive and Other Committees. The Executive Committee, not to exceed four in number, shall consist of the officers of the corporation, and any additional members selected by the Directors of the Corporation, or appointed by the President. The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the business of the Corporation between the meetings of the Board when the need for action would make the convening of a Board meeting impracticable. Any actions taken by the Executive Committee shall be presented at the next regular Board meeting.
Election or Appointment. The Board of Directors as soon as may be after the annual election of the directors in each year shall elect from their number a President of the Corporation, and shall also elect a Vice President, a Secretary and a Treasurer. The Board may also appoint such other officers and agents as they may deem necessary for the transaction of the business of the Corporation.
Term of Office. The term of office of all officers shall be one year or until their respective successors are chosen but any officer may be removed from office at any meeting of the Board of Directors by the affirmative vote of a majority of the directors then in office whenever in their judgment the business interests of the Corporation will be served thereby. The Board of Directors shall have power to fill any vacancies in any offices occurring from whatever reason.
Power and Duties. The officers of the Corporation shall respectively have such powers and perform such duties in the management of the property and affairs of the Corporation, subject to the control of the directors, as generally pertain to their respective offices, as well as such additional powers and duties as may from time to time be conferred by the Board of Directors. Specifically, the President shall have the power and authority to appoint committees to maintain the efficient operation of the Corporation, which committees shall report to, and advise the officers and the Board. Such committees shall have and may exercise such powers as shall be further authorized at the time of their appointment and all such committees shall keep minutes of their proceedings and report the same to the President and to the Board when required.
General Powers As To Negotiable Paper. The Board of Directors may, from time to time, prescribe the manner of the making, signature or endorsement of bills of exchange, notes, drafts, checks, acceptances, obligations and other negotiable paper or other instruments for the payment of money and designate the officer or officers, agent or agents who shall, from time to time, be authorized to make, sign or endorse the same on behalf of the Corporation.
Fiscal Year. The fiscal year of the Corporation shall commence on January 1, and end on December 31.
The Bylaws of the Corporation may be amended, added to or repealed or other new Bylaws may be adopted in lieu thereof by the affirmative vote of a majority of either the Faculty Executive Council or the Board of Directors of the Corporation, provided that the Board of Directors shall not make or alter any Bylaws fixing their qualifications, classifications or term of office.
Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.
Nominating Committee. In January of each year, prior to the first meeting, the current President shall instruct a Nominating Committee composed of five members of the Board of Directors to nominate candidates for Offices and the Board of Directors each year. The immediate past President of the Board of Directors shall be the Chairman of the Nominating Committee.
The nominating committee will also confirm acceptance to serve of all officers and prospective Board Members and submit the recommendations for approval at the same meeting indicated above.
Indemnification of Officers, Directors, Employees, and Agents. The Corporation shall indemnify any and all of its existing and former directors, officers, employees, and agents against all claims and expenses to the full extent allowed under A.R.S. Section 10-1005 (B) or other relevant provisions of law.
Maintenance of Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation against any liability asserted against such person and incurred in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify against such liability under the provisions of this Article.
No contract or transaction between the Corporation and one or more of its officers, directors or between the Corporation and any other person or entity in which one or more of its officers, directors or close relative of an officer or director has a beneficial interest shall be void or voidable solely for that reason, if:
a.the material facts as to the relationship or interest and the contract or transaction are disclosed to the Board, and the Board, and the Board, in good faith, authorizes the contract or transactionby a majority of the disinterested Directors; and
b.the Director with an interest in the transaction refrains from participation in the discussions or decision regarding the matter.
Any question about the existence of a conflict of interest shall be resolved by a vote of the Board,excluding the Director who has a potential interest in the transaction.
Directors shall annually submit to the President for review by the Board a statement of associationwith any outside entity or organization which has entered into any contract or transaction with the Corporation or any beneficial interest of the Director in any such contract or transaction.