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These are the Coalition's Bylaws which were last amended by the membership at
the Coalition's Annual Meeting on May 19, 2003
BYLAWS
OF
COCONINO COUNCIL FOR CHILDREN, INC.
SECTION I: NAME
1.1 The name of the Corporation shall be the Coconino Council for Children, Inc., doing business as (dba) the Coconino
Coalition for Children & Youth, (in these Bylaws referred to as the Corporation).
SECTION II: OFFICERS AND CORPORATE SEAL
2.1 Principal Office. The Corporation shall maintain a principal office in Coconino
County, Arizona. The Corporation may maintain offices and transact business at any other place as designated by
the Board of Directors.
2.2 Corporate Seal. A Corporate Seal is not required on any instrument executed for the Corporation.
SECTION III: PURPOSE
The Corporation is a non-profit, independent coalition to develop, advocate and enhance the quality of life of
all children in the community using approaches that are guided by a comprehensive child-oriented plan and that
are culturally appropriate, community-based and family focused.
SECTION IV: MEMBERSHIP
4.1 Membership. Membership is open to anyone whose positions are consistent with the purpose of the Corporation.
4.2 Membership Dues. The Board of Directors has the option of setting membership fees at the annual meeting. If
membership fees are set, payment of membership fees becomes a requirement of membership unless a person is unable
financially to pay the fee. No one shall be denied membership due to an inability to pay membership fees. The Corporation
will accept contributions.
SECTION V: DIRECTORS
5.1 Number. The Board of Directors shall consist of not less than 12 members and not more than 28 members.
5.2 Election. Except as provided in these bylaws for the filling of vacancies, Coalition "members in good
standing" shall elect the Directors. Coalition members who have paid their membership fees between January
1 and the day of the annual meeting (inclusive), shall be considered members in good standing and shall be eligible
to participate in the election of the members of the Board of Directors. Nominees to the Board of Directors must
be members in good standing in order to be eligible for election to the Board of Directors. Coalition members in
good standing may cast their votes for the Board of Directors by proxy if they are unable to attend the Annual
Meeting. Voting by proxy shall be considered valid if the following procedure is followed:
1. A request to vote by proxy shall be made by the coalition member in writing.
2. A request to vote by proxy shall be made to and cast by a member of the Executive Committee only.
3. A proxy vote will be cast by a member of the Executive Committee only if the written request for proxy vote
is received prior to the Annual Meeting.
5.3 Vacancy. Any vacancy on the Board of Directors may be filled by appointment by the President until the next
election at the annual meeting for the unexpired portion of the term. At the next annual meeting, the membership
shall elect a new Director who shall serve for the unexpired portion of the term.
5.4 Powers. The Board of Directors shall manage the business and affairs of the Corporation and may exercise all
powers of the Corporation.
5.5 Qualifications. A Director of the Corporation must be a member in good standing of the Corporation. An individual
that is a paid staff member of the Corporation is not eligible to serve on the Board of Directors.
5.6 Term. A term as a Director shall run for two years, beginning on the first (1st) of the month immediately following
the annual meeting.
SECTION VI: MEETINGS
6.1 Place of Meetings. The Board of Directors may hold its meetings in or out of Coconino County, Arizona.
6.2 Annual Meetings. The Corporation shall hold the annual meeting of its membership during the month of May each
year or during another month designated by the Directors.
6.3 Regular. The Board of Directors shall have at least three (3) regular meetings annually. Written notices of
the regular meetings, including a written agenda of items to be discussed will be distributed. The purpose of a
regular meeting shall be to conduct the customary and usual business of the Board of Directors including, but not
limited to, the determination of general policy or review of general, legal and financial affairs of the Corporation,
approval of the budget and other such matters.
6.4 Special Meetings. Meetings of the Board of Directors may be held at any time and upon the call of the President
or by 1/4 of the total number of Directors.
6.5 Quorum for the Board of Directors. The quorum for the Board of Directors shall consist of a simple majority.
SECTION VII: OFFICERS
7.1 Election of Officers. The Board of Directors at the annual meeting shall elect the Officers of the Corporation
to include a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors may elect
other officers or agents, as they deem appropriate or necessary.
7.2 Vacancy. Any vacancy in an office or a member at large shall be filled by appointment by the President for
the unexpired portion of the term. In the event the Presidency becomes vacant, the Vice President shall become
the President for the unexpired portion of the term and the Board shall elect a new Vice President.
7.3 Term. A term of office shall run for one year, beginning on the first (1st) of
the month immediately following the annual meeting.
7.4 President. The President shall be the principal Executive Officer of the Corporation and shall in general supervise
and control all of the business and affairs of the Corporation.
7.5 Vice President. Vice President, in the absence of the President, (or in the event there are more than one Vice
President in order of election) shall perform the duties of the President and so acting shall be restricted to
the same restrictions of the President.
7.6 Treasurer. Treasurer shall supervise the accounting procedures of the Corporation, oversee the financial reporting,
work with others to develop budget proposals, present financial reports at Board meetings and serve as co-chair
or chair of the Budget Committee.
7.7 Secretary. Secretary shall record all committee, Board and Executive Committee meetings and other such duties,
as asked by the President or the Board of Directors.
SECTION VIII: COMMITTEES
8.1 The Board of Directors may establish standing and ad hoc committees. At the discretion of the Board of Directors,
committee appointees need not be Directors.
8.2 The Corporation's policies and procedures shall guide each committee. Decisions involving any permanent commitment
shall be referred to the Board of Directors for final approval.
8.3 The Executive Committee shall be comprised of the elected officers of the Corporation, the Past President,
and no more than two members at large. The Committee will meet at the call of the President. The Executive Committee
shall exercise the powers of the Board of Directors between regular meetings of the Board; however, the Executive
Committee cannot modify any action taken by the Board of Directors. The Board may override any action of the Executive
Committee. Minutes of the Executive Committee shall be provided to all members of the Board at the next regular
Board of Directors meeting.
8.4 Nominating Committee. The Board of Directors shall appoint a chairperson for a nominating committee, and other
members, at least two of whom shall be Directors. The Nominating Committee shall submit to the Board of Directors
recommendations for nominations for Directors, Members at Large of the Executive Committee, and Officers at the
Board meeting prior to the Annual Meeting. Upon receipt of recommendations from the Nominating Committee, the Board
of Directors shall finalize a slate of nominees for Directors, Members at Large of the Executive Committee, and
Officers. The President shall direct that ballots be prepared for the Annual Meeting listing the names of the nominees
approved by the Board of Directors.
SECTION IX: BOOKS AND RECORDS
9.1 The Corporation shall keep complete books and record of account and shall keep
minutes of the proceedings of its Board of Directors and committees having authority. A record of the Corporation's
voting members' names and addresses shall be made available upon request to the other members for inspection at
any reasonable time. All books and records shall be kept at the Corporation's registered or principal office.
9.2 Checks, Drafts or Orders. All checks, drafts or orders for the payment of money, notes, or other evidences
of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents
of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors.
In absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or
an assistant Treasurer and countersigned by the President or a Vice-President of the Corporation.
SECTION X: FISCAL YEAR
10.1 The fiscal year of the Corporation shall begin on the first day of January and end on December 31 of each
year or as designated by the Corporation in compliance with the Arizona Corporation Commission.
SECTION XI: AMENDMENTS
11.1 The Articles of Incorporation may be amended from time to time by two-thirds vote of the Board of Directors
and the General Membership entitled to vote provided that the proposed amendment has been set out in writing in
the notice of such meeting.
11.2 These Bylaws may be amended, altered or repealed and new Bylaws may be adopted by two thirds vote of the Board of Directors and the membership in attendance at
the meeting, provided that written notice be given of the intention to amend, repeal or to adopt new Bylaws ten
days before such meeting.
SECTION XII: RULES OF ORDER
12.1 Robert's Rules of Order, latest edition, shall be the authority governing the meetings and committees of the
Corporation in all instances where its provisions do not conflict with these Bylaws.
The undersigned do hereby certify that the Bylaws set forth were duly adopted by the Board of Directors at a meeting
held on the 19th day of October, 1993, and amended
on the 27th day of February, 1997, the 21st day of May, 2001, AND AMENDED ON THE 19TH DAY OF MAY, 2003.
Julianne Hartzell, President of the Board
Judy Bippus, Secretary of the Board
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