BYLAWS OF THE LOWER SAN PEDRO WATERSHED ALLIANCE Adopted at Incorporation on 6/21/2013, Amended on 3/08/2014 to reference Conflict of Interest Policy, and Amended on 5/07/2018 to modify the makeup of the Board of Directors and procedures of the LSPWA
Article I. Mission
"The mission of the Lower San Pedro Watershed Alliance is to unite conservation-minded individuals, groups, and agencies in the lower San Pedro region of Arizona to protect a threatened riparian ecosystem and its supporting watershed."
Article II. Offices and Records
The principal office of the Lower San Pedro Watershed Alliance (hereafter LSPWA) shall be located in Mammoth, Arizona, at which the corporation shall keep its principal books, documents and records. The corporation through its board of directors may establish other offices within the state, and keep such books, documents and records at such other offices as the Board may designate.
Article III. Board of Directors
Section 1. Number: The LSPWA board of directors shall consist of no fewer than eight (8) nor more than twelve (12) directors, as determined by the LSPWA board members.
Section 2. Makeup and Qualifications of Board: Directors shall be members of the LSPWA. They should demonstrate active participation in the programs and/or financial well-being of the LSPWA and demonstrate ability to work constructively within a consensual process. At least 55% of directors shall own land outside of an incorporated municipality or residential subdivision within Arizona’s lower San Pedro watershed. For the purposes of the LSPWA, the lower San Pedro watershed is defined as the entire San Pedro River watershed downstream from the Narrows (located approximately 10 miles northwest of Pomerene, Arizona). No more than one representative for each landholding entity shall be a director. A landholding entity is defined as a landowner holding title to a parcel or parcels in any legally recognized manner within the lower San Pedro watershed. No more than 45% of the directors may be (1) non- landowners in the watershed, or (2) based within an incorporated municipality or residential subdivision. A landholding is defined as being part of a residential subdivision if it is five (5) acres or less and is adjacent to at least two other parcels that are five (5) acres or less. Exceptions to this may be approved by the board of directors.
Section 3. Quorum: A majority of the board shall constitute a quorum.
Section 4. Nomination and Selection: Initial directors will be members of the Steering Committee. The Steering Committee is defined as anyone who has volunteered to be active in the development of the articles of incorporation and associated fund-raising efforts for incorporation within one week following the dissemination of the minutes of the first organizational meeting. The initial directors will serve for a period of one (1) year. Subsequent nominations of directors will be made by the existing board or by a nominating committee appointed by the board, which may consist of members who are not directors. An officer of the board of directors shall provide to the members the list of nominees at least fourteen days prior to the completion of the election. Directors will be elected by a majority of the members who vote in that election either in person or by other procedures established by the board of directors. Newly elected directors will be seated immediately after each election. The board of directors may hold special elections as necessary to fill a vacancy or to increase the number of directors. The provisions that this article specifies above for general elections shall also apply to special elections.
Section 5. Term: Each director shall be selected for a two-year term, or until the next election year. Terms are renewable.
Section 6. Meetings: The board of directors shall meet at least once each calendar year, either through electronic forum, telephone forum, or in person. Additional meetings of the board of directors may be called by any three members of the Board, or at the request of twelve (12) general members of the LSPWA.
Section 7. Notice of Meetings: Notice of all meetings of the board of directors shall be communicated by one of the LSPWA directors to each director at least forty-eight (48) hours before an in-person meeting or at the initiation of an electronic or telephone forum. In-person meetings of the general membership shall require emailed notification to all LSPWA members at least forty-eight (48) hours before the meeting. LSPWA members can also receive emailed notification of any electronic or telephone conference meetings of the board, by informing the chair of the board that they desire to receive such notification for all decision-making processes of the board.
Section 8. Conduct of Meetings: All board meetings shall be open to interested members of the LSPWA. Actions shall be taken by consensus of the directors present, and directors shall seek consensus with members of the LSPWA who attend the meeting, telephone conference call, or electronic forum. Proposals of major import to the organization shall be described to members when the agenda is sent to them. If a wholehearted effort to reach consensus is not successful, a two-thirds majority of the directors will constitute approval of the proposal.
Section 9. Executive Sessions of the Board: Decision-making sessions requiring confidentiality as a result of attorney-client relationships or other legal reasons shall not be open to all members of the LSPWA. Minutes of these special sessions will maintain necessary confidentiality, but will briefly state why the session required confidential status.
Section 10. Removal of Director: A director may be removed at any time with or without cause by a two-thirds majority of the board of directors. Any director absent without cause for three (3) consecutive regular meetings of the board of directors may be removed. Absences with cause will be communicated to an officer of the board.
Section 11. Resignation: A director may resign at any time by giving written notice to the board of directors. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board of directors. The acceptance of the resignation shall not be necessary to make it effective.
Section 12. Compensation: No compensation shall be paid to LSPWA directors for their services as directors. By resolution of the LSPWA board, compensation for actual expenses incurred while conducting official LSPWA business may be authorized.
Section 13. Liability of Directors: The private property of each director of the LSPWA shall be exempt from execution of liability for any debts or liabilities of LSPWA. A LSPWA director shall not be personally liable to LSPWA or to any person on its behalf for monetary damages for breach of fiduciary duty as a director, as long as the director was acting in good faith and within the scope of the director's official duties, unless the damage or injury was caused by willful and wanton or grossly negligent conduct of the director, or other conduct as described in A.R.S. §10-2342 (A) (8) as amended. In event of amendment of the Arizona Revised Statutes to further eliminate or limit the liability of a director, then the liability of a LSPWA director shall be eliminated or limited accordingly, but any repeal or modification of A.R.S. §10-1029 (A) (8) shall not increase the liability of a LSPWA director arising out of acts or omissions occurring before the repeal or modification becomes effective. To the extent the bylaws of LSPWA may be regarded to be inconsistent with current Arizona law including A.R.S. §10-2342 (A) (8), said bylaws are hereby amended to be consistent with current Arizona law.
Section 14. Indemnification: LSPWA shall have the power to indemnify each person identified in A.R.S. §10-2305 (C) to the fullest extent permissible under that statute, or under the indemnification provisions of any successor or amended statute, or as provided by the bylaws of LSPWA. The ability of LSPWA to indemnify its directors is limited by its policy on liability insurance or its treasury.
Section 15. Duties and Powers: The board of directors shall carry out the objectives and purposes of LSPWA as specified in Article 1 (Mission) and conduct its affairs in accordance with its articles of incorporation and these bylaws.
Section 16. Conflict of Interest: LSPWA directors have a continuing duty to disclose to the LSPWA board their present and past professional affiliations and are also responsible for calling the LSPWA board's attention to potential conflicts of interest as they may arise from time to time. The LSPWA board may ask a LSPWA director to remove himself or herself from participating and voting on a specific issue due to conflict of interest, in accordance with the LSPWA’s formally adopted Conflict of Interest Policy.
Article IV. Officers
Section 1. Number: The officers of LSPWA, all of whom shall be directors, shall be the chair, vice chair, secretary, and treasurer.
Section 2. Selection and Term: All officers shall be selected by consensus of the LSPWA board for terms of two (2) years, renewable, or until their successors are selected. A LSPWA director can hold no more than two such selected offices at once.
Section 3. Vacancies: A vacancy in an office, because of death, resignation, removal, disqualification, or otherwise, shall be filled by the LSPWA board of directors.
Section 4. Chair: The chair shall be informed of all business pertaining to LSPWA and shall be responsible for keeping the board running smoothly and efficiently. The chair or a designee shall preside at board meetings.
Section 5. Vice Chair: In the absence of the chair, the vice chair shall perform all duties of the chair.
Section 6. Secretary: The secretary shall prepare and distribute a record (minutes) of the LSPWA board meetings in a timely manner. After approval of the minutes by the board, the secretary shall retain a permanent hard-copy of the minutes signed by the secretary or the chair of the board.
Section 7. Treasurer: The treasurer shall be responsible for coordinating and reporting the financial affairs of the LSPWA. The Treasurer shall ensure that all officers of the LSPWA have access to current transaction ledgers, that all directors can examine the ledgers upon request, and that all business transactions of $100 or more are reported to the Treasurer as they are incurred.
Section 8. Other Duties of Officers: In addition to the responsibilities mentioned above, each officer may have specific duties as determined by the LSPWA board. Arizona Statutory Agent responsibilities shall at all times be assigned to one of the four aforementioned officers of the LSPWA board.
Article V. Committees
The board of directors may establish standing committees or ad hoc committees to further the purposes of the LSPWA. Within LSPWA committees, working members may take actions so long as they are within the purview of the committee’s purpose, do not have significant implications for the larger organization, and do not conflict with the LSPWA mission. Such committees shall be responsible to the LSPWA board. Any actions or initiatives of broader importance to the organization shall require informing the membership and obtaining approval of the board.
Article VI. Membership
Section 1. Membership Qualifications: Membership in the LSPWA shall be open to any person who is committed to the mission and consensual practices of the LSPWA.
Section 2. Specific Criteria: The board shall have the right to determine more specific criteria for membership.
Section 3. Non-Discrimination Policy: No person shall be excluded from membership for reasons of race, color, gender, gender identity, national or ethnic origin, disability, religious affiliation, age, sexual preference, or economic status.
Section 4. Removal of Member: A person may be removed from membership in the LSPWA upon determination by the board of directors that the person no longer abides by Section 1 of this Article.
Section 5. Liability of Members: The private property of members of the LSPWA shall be exempt from execution of liability for any debts or liabilities of LSPWA. A LSPWA member shall not be personally liable to LSPWA or to any person on its behalf for monetary damages for breach of fiduciary duty as advisors to directors, as long as the member was acting in good faith and within the scope of the member's official duties as an advisors, unless the damage or injury was caused by willful and wanton or grossly negligent conduct of the member, or other conduct as described in A.R.S. §10-2342 (A) (8) and (D), as amended. In event of amendment of the Arizona Revised Statutes to further eliminate or limit the liability of advisors to a director, then the liability of a LSPWA advisor to director shall be eliminated or limited accordingly, but any repeal or modification of A.R.S. §10-2342 (A) (8) and (D) shall not increase the liability of a LSPWA advisor to directors arising out of acts or omissions occurring before the repeal or modification becomes effective. To the extent the bylaws of LSPWA may be regarded to be inconsistent with this Amendment, said bylaws are hereby amended to be consistent with this amendment.
Section 6. Actions by Members: In order to allow the LSPWA Secretary to fulfill the notification requirements of Article III, Sections 6 and 7, actions taken by the members, such as an intention to hold a meeting of members, shall be communicated with written confirmation of receipt to the secretary at least 72 hours prior to when the action is scheduled to take place.
Article VII. Advisory Council
A LSPWA advisory council, consisting of persons supporting the purposes of the LSPWA, may be created by the board of directors. The advisory council shall focus on the collaborative, educational and scientific aspects of the LSPWA mission as specified in Article 1. Members of the advisory council need not be members of the LSPWA. Advisory council members are included in the liability provisions of Article VI, Sec. 5.
Article VIII. Financial Transactions
Section 1. Nonprofit Status: LSPWA shall at all times be operated on a nonprofit basis, and no part of the income shall be distributed to any LSPWA board member or board officer for serving in his or her official capacity.
Section 2. Contracts: All deeds and mortgages made on behalf of LSPWA, and all other contracts and agreements to which LSPWA shall be a party, shall be executed by duly designated representatives of the LSPWA board, after LSPWA board approval.
Section 3. Negotiable Instruments: All checks, drafts, notes, bonds, bills of exchange and orders for the payment of money of LSPWA, unless otherwise directed by the LSPWA board, or unless otherwise required by law, shall be executed by an agent designated by the LSPWA board.
Section 4. Fiscal Year: The fiscal year of the LSPWA shall be the calendar year.
Section 5. Gifts, Donations and Grants: The board of directors may accept on behalf of the LSPWA any contributions, gifts, bequests or endowments for the general purpose or for any special purpose of the LSPWA.
Section 6. Audit: The LSPWA may provide for an audit of its accounts by a certified public accountant to be chosen by the board of directors.
Section 7. Transactions at Fair Market Value: Goods and vendor services approved for purchase by the board of directors shall be purchased at fair market value. Individual purchases of goods and/or vendor services totaling more than $2499 shall require competitive bids. Individual payment for legal and/or collaboration services totaling more than $2499 shall ensure that reasonable and customary fees are negotiated, based upon proof that the same fee structure is being applied to other collaborators or customers.
Article IX. Amendments
These bylaws may be altered, amended or repealed by the LSPWA board of directors at a meeting called for such purpose as specified in Article III, Section 8. The notice of such a meeting shall be sent to all members and shall contain a statement of the purpose of the proposed alteration, amendment or repeal and a copy of it. Adoption of an amendment requires approval of a two-thirds majority of all directors. If a director cannot attend, he or she may participate in writing.
Article X. Non-Discrimination Policy
The LSPWA shall not discriminate in the administration of its policies on the basis of race, color, gender, gender identity, national or ethnic origin, disability, religious affiliation, age, sexual preference, or economic status.
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