Cornville Community Association
Cornville, AZ 86325
CCA Bylaws
CORNVILLE COMMUNITY ASSOCIATION, INC.
BYLAWS
PREAMBLE |
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ARTICLE I |
| LOCATION |
ARTICLE II |
| STRUCTURE |
ARTICLE III |
| LIABILITY LIMITATIONS |
ARTICLE IV |
| MEMBERSHIP 1. Qualifications a.Adult Membership b.Youth Membership 2. Membership Rights 3. Application 4. Dues 5. Regular Meetings a.Purpose b.Meeting Notices 6. Annual Meeting a.Meeting Notices b.Quorum c. Voting 7. Special Meetings 8. Termination of Membership |
ARTICLE V |
| BOARD OF DIRECTORS 1. Composition 2. Nomination 3. Election & Term 4. Vacancies 5. Meetings 6. Quorum 7. Voting |
ARTICLE VI |
| OFFICERS 1. Election & Term 2. President 3. Vice-President 4. Secretary 5. Treasurer |
ARTICLE VII |
| COMMITTEES 1. Standing Committees a. Membership b. Planning & Zoning c. Public Works 2. Ad hoc (Recurring) Committees a. Budget b. Audit c. Bylaws Review d. Other |
ARTICLE VIII |
| BOOKS & RECORDS |
ARTICLE IX |
| MISCELLANEOUS 1. Seal 2. Fiscal Year 3. Expenditure/Debt Limitation 4. Bank Account(s) 5. Expense Reimbursement 6. Indemnification |
ARTICLE X |
| PARLIAMENTARY AUTHORITY |
ARTICLE XI |
| AMENDMENT |
PREAMBLE
| The CORNVILLE COMMUNITY ASSOCIATION, INC., a non-profit corporation under the laws of the State of Arizona, is organized exclusively for charitable, educational and scientific purposes to maintain and enhance rural lifestyles, natural resources, economic values, health and safety within the unincorporated Cornville postal area of Yavapai County. The association shall maintain a positive working relationship with officials of Yavapai County and surrounding communities.
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ARTICLE I | LOCATION |
| The principal office of the corporation, at which the general business of the corporation will be transacted and where the records of the corporation will be kept, will be at such place in the Cornville postal area of Yavapai County in the State of Arizona, as may be fixed from time to time by the Board of Directors. |
ARTICLE II
| STRUCTURE Members shall have the right of control over the corporation. A Board of Directors elected by the members shall manage the affairs of the corporation. A President, Vice-President, Secretary, and Treasurer shall be elected by the Board of Directors, who shall have such authority and perform such duties as provided by these Bylaws and resolutions of the Board of Directors. The Directors may also establish committees and appoint committee members.
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ARTICLE III
| LIABILITY LIMITATIONS Pursuant to Arizona Revised Statutes, the members of this corporation are not liable for the debts, obligations, or liabilities of the corporation |
ARTICLE IV | MEMBERSHIP |
1. Qualifications
a. Adult Membership - Any person who is at least eighteen years of age and is a resident, property owner, or business owner with a physical address within the Cornville 86325 postal zip code area, an unincorporated area of Yavapai County in the State of Arizona, is qualified to be a member of the corporation.
b. Youth Membership – Any person less than 18 years of age and a resident of the Cornville 86325 postal zip code area is qualified to be a non-voting member of the corporation.
2. Membership Rights - “Member”, as used in these Bylaws, means any person whose membership the Membership Committee has approved and whose dues are not delinquent. All members shall have and enjoy the rights of membership equally, which shall include voting and participation in the activities of the corporation.
3. Application –“Application for Membership” shall be made on the form provided by the association and shall be accompanied by dues for the current year. The application shall be promptly considered and acted upon by the Membership Committee, with the dues to be promptly returned if the application is not approved. Upon approval, the member’s name and address shall be entered in the membership records of the corporation.
4. Dues – Membership dues are payable in January, and shall be delinquent on the last day of February. Dues shall be reviewed annually by the budget committee. Any change in dues must be approved by a vote of the membership at the annual meeting.
5. Regular Meetings – Regular Meetings – Periodic community meetings will be held at the discretion of the Board of Directors. If a meeting is held, it will take place on the second Wednesday of month and be announced on the organization’s website, by placement of notices throughout the community and through local news media.
a. Purpose – The Board of Directors will plan and conduct the meetings to provide a forum for discussion of community issues; develop and monitor community plans; review and comment on proposed county zoning changes; organize community improvement projects and activities, and inspire citizen involvement and community pride.
b. Meeting Notice – Notices of monthly community meetings will be publicized through the local media, posted on bulletin boards and announced on sandwich boards placed around the community.
6. Annual Meeting – The regular meeting on the second Wednesday of April shall be known as the annual meeting and shall be for the purpose of electing Board members and receiving reports of officers and committees. A financial report summarizing income and expenditures for the previous year shall be distributed to the members at each annual meeting prior to voting for directors.
a. Meeting Notice -The Secretary shall deliver, email or mail to each member, at the address in available membership records, a notice of the meeting place, date, time, and purpose, not less than ten nor more than thirty days before the meeting date.
b. Quorum - Members present comprising ten percent or more of the total membership shall constitute a quorum at the properly noticed annual meeting.
c. Voting – Each member shall have one vote for each director being elected to office and on any issue the membership votes upon. A membermay vote in person or through an absentee ballot process, as directed by the Board.
7. Special Meetings - Special meetings of members shall be held as called by the Board of Directors, President, or by ten percent of the members.
8. Termination of Membership - Any membership shall terminate if dues are not paid before delinquency. If dues are paid within ninety days following delinquency, the membership shall be automatically reinstated without a new application for membership. Membership in the corporation may be terminated by written resignation delivered to the Membership Committee.
ARTICLE V BOARD OF DIRECTORS
1. Composition - The affairs of the corporation shall be managed by a Board of seven directors who shall be voting members of the corporation when elected and while serving as directors.
2. Nomination – In January of each year, the Board of Directors shall appoint a Nominating Committee of not less than three members, including one director. At least thirty days before the annual meeting of members, the Committee shall submit to the Board of Directors a list of nominees for the Director positions to be voted upon by the members at the annual meeting. Nominations may also be made from the floor at the annual meeting. No person shall be nominated who does not consent to serve.
3. Election & Term - Directors shall be elected at the annual meeting of members. Four Directors shall be elected each odd-numbered year and three Directors shall be elected each even numbered year to serve terms of two years, which shall commence immediately upon election. Any director who is absent from three successive meetings of the Board of Directors may be removed by majority vote of the Board of Directors.
4. Vacancies - Any vacancy occurring in the Board of Directors shall be filled by majority vote of the remaining directors. Any director so chosen shall hold office until the next election of directors when a successor is elected.
5. Meetings - The Board of Directors shall meet immediately following the annual meeting of members to elect officers and handle other organizational matters. The Board of Directors may designate regular meeting times for board meetings, which shall not require notice. Special meetings of the Board of Directors may be called by the President or by written request of three or more directors. The Secretary, President, or directors calling a special meeting shall deliver, email or mail to each director a notice of the meeting place, date, time and purpose not less than five nor more than fifteen days before the meeting date.
6. Quorum - A majority of the directors shall constitute a quorum at a regular or properly noticed meeting of the Board of Directors.
7. Voting - Each director shall have one vote on all decisions voted upon by the Board of Directors.
ARTICLE VI
| OFFICERS 1. Election & Term - The officers of the corporation shall consist of a president, vice-president, secretary, and treasurer, who shall each be elected by the Board of Directors at the organizational meeting immediately following the annual meeting of members. The offices of secretary and treasurer may be combined if the situation warrants. Officers may serve for successive terms. Officers may be removed by majority vote of the Board of Directors. The Board of Directors may fill officer vacancies.
2. President – The president shall preside at meetings of the members; shall function as the chief executive officer of the corporation; and shall perform such other duties as are incident to the office of the president, as properly required or restricted by the Board of Directors. The president may serve as a non-voting ex officio member of any committee.
3. Vice-President – The vice-president shall perform the duties of president upon the president’s death, absence, resignation or inability to perform the duties of the office of president.
4. Secretary – The secretary shall be responsible for giving meeting notices, maintaining a corporate minute book, and performing such other duties as are incident to the office of secretary, as properly required or restricted by the Board of Directors. The secretary shall sign and affix the corporate seal to corporate legal documents unless otherwise directed by the Board of Directors, and shall be the custodian of the corporate books and records required by Arizona Revised Statutes.
5. Treasurer - The treasurer shall have responsibility to see that all funds of the corporation are deposited into the corporation’s bank account(s) in such bank(s) as the Board of Directors may direct; to the extent that funds are available. The treasurer shall cause the debts of the corporation to be paid before delinquency; cause records to be made and retained for all financial transactions of the corporation; and perform such other duties as are incident to the office of treasurer and as properly required or restricted by the Board of Directors.
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ARTICLE VII | COMMITTEES |
| 1. Standing Committees a. Membership – The Board of Directors shall appoint a Membership Committee of not less than three members, including one director. This committee shall have responsibilities to encourage community residents to join and participate in the activities of this organization; promptly act upon applications for membership; in cooperation with the secretary and treasurer, maintain membership and dues records; and, in general, handle the corporation’s membership matters. b. Planning and Zoning – The Board shall appoint a Planning and Zoning Committee of not less than five nor more than nine members, including one director. The committee shall, in cooperation with Yavapai County, have responsibilities for planning, reviewing and recommending, for Board approval, timely responses to all proposals that affect land use within the Cornville planning area, as defined by the Cornville Community Plan (May 2005). The committee chair shall serve as liaison to Yavapai County (Development Services); and the committee shall meet monthly, as needed |
c. Public Works (Roads, Trails, Bridge & Park) – The Board shall appoint a Public Works Committee of not less than five nor more than nine members, including one director. The committee shall, in cooperation with Yavapai County, have responsibilities for planning, review and recommending, for Board approval, timely responses to all proposals relating to roads, bridges, trails or parks within the Cornville planning area, as defined by the Cornville Community Plan (May 2005). The chair shall serve as liaison to Yavapai County (Public Works); and the committee shall meet at least quarterly, as needed.
2. Ad hoc (Recurring) Committees
a. Budget – The Board of Directors shall appoint a Budget Committee of not less than three members, including the Treasurer. This Committee shall develop a budget and assist in raising funds to carry out the purposes of the corporation.
b. Audit – In January of each year, the Board of Directors shall appoint a three-member Audit Committee, including one director. Following their appointment, the Committee shall check the books and records and submit an audit report at the annual meeting of members. The Board of Director may also employ an accounting professional to check the accounting system and audit the books and records, with any audit report to be presented to the membership.
c. Bylaws Review – At least biennially, the Board of Directors shall appoint a Bylaws Review Committee of not less than three members, including one director. This committee shall review the bylaws and recommend changes, based on needs and conditions.
d. Other -- The Board may from time to time establish and appoint members to such other committees as will, in the judgment of the Board of Directors, be helpful in carrying out the purposes and activities of the corporation. One director shall serve on each committee.
ARTICLE VIII
| BOOKS & RECORDS The directors and officers shall comply with Arizona Revised Statutes, which requires that each nonprofit corporation keep correct and complete books and records of account, minutes of the proceedings of its members and Board of Directors, and a record of the names and addresses of its members entitled to vote. Each member entitled to vote is entitled to inspect and copy books and records as provided by Arizona Revised Statutes. | |
ARTICLE IX | MISCELLANEOUS 1. Seal – The seal of the corporation shall be circular with the name of the corporation thereon and with INCORPORATED *2002* ARIZONA in the center.
2. Fiscal Year – For accounting and report purposes, the corporation’s fiscal year shall be a calendar year.
3. Expenditure/Debt Limitation – No officer, director, committee member, or member shall obtain goods or services or incur any indebtedness in behalf of the corporation without express authorization by vote of the Board of Directors. No person shall expend any funds of the corporation or incur any indebtedness without general authorization by vote of the Board of Directors, EXCEPT THAT the treasurer may expend up to $100 per transaction without the vote of the Board. If corporate funds exceed $5,000, the treasurer shall be bonded as an association expense.
4. Bank Account(s) – The Board of Directors shall designate at least three officers who shall be signatories on the corporation’s bank account(s), one of whom shall be the Treasurer. The Treasurer shall maintain Checkbook(s) and bank statement records. Within 90 days following the end of each calendar year, financial records for the prior year shall be placed in the custody of the Secretary for safekeeping and storage for such period of time as legally required.
5. Expense Reimbursement – Directors, officers, committee members or members of the corporation may be reimbursed for actual expenses incurred in behalf of the corporation and may be paid for goods or services only as authorized by the Board of Directors.
6. Indemnification – The corporation shall indemnify any person who incurs any legal expense or liability by reason of the fact he or she is or was an officer, director, committee member, member, employee, or agent of the corporation in all circumstances in which such indemnification is permitted by law and approved by the Board of Directors.
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ARTICLE X | PARLIAMENTARY AUTHORITY | |
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern business conducted at all meetings of members and the Board of Directors, consistent with these bylaws and Arizona non-profit corporation statutes.
ARTICLE XI AMENDMENT
The power to alter, amend or repeal the Bylaws of this corporation or adopt new bylaws is vested in the Board of Directors of this corporation, EXCEPT THAT the members of this corporation by a vote of two-thirds or more, may amend or repeal the Bylaws of this corporation or adopt new Bylaws, and any member Bylaws amendment, repeal, or adoption action shall not be changed by action of the Board of Directors.
These Bylaws are adopted by the undersigned Board of Directors on the 20th day of May, 2002.
/s/ Rob Adams, President /s/ Marvin Bagby, Director
/s/ Larry Lineberry, Vice-President /s/ Judy Miller, Director
/s/ Ron Tanner, Secretary /s/ Joseph Smyth, Director
/s/ Doug Longfellow, Treasurer /s/ Karen Tavasci, Director
5/15/02; Amended 4/9/03; Amended 4/12/06; Amended 4/10/13, Amended 4/13/16
Cornville Community Association
Cornville, AZ 86325