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| ARTICLE I: NAME |
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| The name of the corporation is the AZTEC COMMUNITY TEAM, INC. (hereinafter referred to as the "Association"), an Arizona not-for-profit corporation and existing under and by virtue of the laws of the State of Arizona as same pertains to the application of corporate activities. The office of the Association shall be located at Aztec Elementary School, 13636 N. 100th Street, Scottsdale, Arizona 85260 (the Office). |
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| ARTICLE II: ARTICLES OF ORGANIZATION |
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| The association's "articles of organization" comprise the articles of incorporation and these bylaws as from time to time amended. |
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| ARTICLE III: PURPOSE |
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| Section 1. The Objects of the Association are: |
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- To promote the welfare of children and youth in the home, school and community.
- To secure adequate laws for the care and protection of children and youth.
- To bring into closer relation the home and the school, that parents and educators may cooperate intelligently in the education of children and youth.
- To develop between educators and the general public such united efforts as will secure for all children and youth the highest advantages in physical, mental and social education.
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| Section 2. The Objects of this Association are promoted through an educational program directed toward parents, teachers and the general public; are developed through conferences, committees, projects and programs; and are governed and qualified by the basic policies as set forth in Article IV. |
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| Section 3. The Association is organized exclusively for the charitable, scientific, literary or educational purposes within the meaning of Section 501©(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code (hereinafter "Internal Revenue Code"). |
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| ARTICLE IV: BASIC POLICIES |
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| The following are basic policies of this association: |
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- The Association shall be noncommercial, nonsectarian and nonpartisan.
- The name of the Association or the names of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest or for any purpose not appropriately related to promotion of the Objects of the Association.
- The Association shall not-directly or indirectly-participate or intervene (in any way, including the publishing or distribution of statements) in any political campaign on behalf of, or in opposition to, any candidate for public office; or devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise.
- The Association shall work with the schools to provide quality education for all children and youth, and shall seek to participate in the decision-making process establishing school policy, recognizing that the legal responsibility to make decisions has been delegated by the people to boards of education.
- The Association may cooperate with other organizations and agencies concerned with child welfare, but persons representing the Association in such matters shall make no commitments that bind the Association.
- No part of the net earnings of the Association shall used to the benefit of, or be distributable to, its members, directors, trustees, officers or other private persons except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof.
- Notwithstanding any other provisions of these articles, the Association shall not carry on any other activities not permitted to be carried on (i) by an organization exempt from Federal income tax under Section 501 (c)(3) of the Internal Revenue Code; or (ii) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
- Upon the dissolution of this Association, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to one or more nonprofit funds, foundations, or organizations which have established their tax exempt status under Section 501 (c)(3) of the Internal Revenue Code.
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| ARTICLE V: MEMBERSHIP AND DUES |
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| Section 1. Membership in this Association shall be made available without regard to race, color, creed or national origin under such rules and regulations, as may be prescribed in the bylaws of this Association, to any individual or organization who subscribes to the objects and basic policies of the Association. |
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| Section 2. The Association shall conduct an annual enrollment of members, but persons may be admitted to membership at any time. |
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| Section 3. Each member of the Association shall pay annual dues to the Association. The amount of these dues shall be established annually by the Association Executive Board at the first Executive Board meeting of the fiscal year. |
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| Section 4. Only members of the Association shall be eligible to participate in the business meetings or to serve in any of its elective or appointive positions. |
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| ARTICLE VI: MEETINGS OF THE MEMBERSHIP |
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| Section 1. At least two (2) regular meetings of this association shall be held during the school year. Dates of meetings shall be determined by the Association Board and announced at the first regular meeting of the year. Seven (7) days notice must be given of a change in meeting dates or times. |
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| Section 2. Special meetings of the Association may be called by the chairman or by the majority of the executive board, seven (7) days notice having been given. |
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| Section 3. The annual meeting shall be held in April. |
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| Section 4. Members present shall constitute a quorum for the transaction of business in any meeting of this Association. |
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| ARTICLE VII: OFFICERS AND THEIR ELECTIONS |
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| Section 1. Each officer shall be a member of this Association. |
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| Section 2. Officers and their election: |
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- The officers of this Association shall consist of a President, President-Elect, Vice President, Treasurer, Secretary, and Parliamentarian.
- Officers shall be elected by ballot in the month of April. However, if there is but one nominee for any office, election for that office may be a voice vote.
- Officers shall assume their official duties following the close of the meeting in May and shall serve for a term on one (1) year or until their successors are elected.
- A person shall not be eligible to serve more than two consecutive terms in the same office. If no other person is willing to serve, the President may continue for one (1) additional year.
- It is strongly recommended, but not required, that an Executive Board member run for the President position.
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| Section 3. Nominating Committee: |
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- There shall be a nominating committee composed of no less than three (3) members who shall be appointed by the Board of Directors at least two (2) months prior to the election of officers. The committee shall elect its own chairman.
- The nominating committee shall nominate an eligible person for each office to be filled and report its nominees in April, at which time additional nominations may be made from the floor.
- Only those persons who have signified their consent to serve if elected shall be nominated for or elected to such office.
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| Section 4. Vacancies: |
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- A vacancy occurring in any office shall be filled for the unexpired term by a person elected by a majority vote of the executive board notice of such election having been given. In case a vacancy occurs in the office of the President, President-Elect shall serve notice of election.
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| ARTICLE VIII: DUTIES OF OFFICERS |
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| Section 1. The President shall: |
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- preside at all meetings of the Association;
- be a member of the CLASS Council, Aztec's site-based, shared-decision making team unless another Executive Board member is appointed by the Executive Board;
- perform such other duties as may be prescribed in these bylaws or assigned by the Association;
- coordinate the work of the officers and committees of the Association in order that the Objects by promoted.
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| Section 2. The President-Elect shall: |
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- act as aides to the President;
- perform the duties of the President in the absence or inability to act;
- serve as co-chairmen on one(1) of Aztec's site-based, shared-decision making team committees;
- perform other duties as assigned.
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| Section 3. The Vice President shall: |
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- act as aides to the President and President-Elect;
- perform the duties of the President-Elect in the absence or inability to act;
- serve as co-chairmen on one(1) of Aztec's site-based, shared-decision making team committees;
- perform other duties as assigned.
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| Section 4. The Secretary shall: |
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- record the minutes of all meetings of the Association;
- have a current copy of the bylaws;
- shall serve as chairperson of Membership committee and maintain a membership list.
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| Section 5. The Treasurer shall: |
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- have custody of all the funds of the Association;
- keep a full and accurate account of all receipts and expenditures;
- make disbursements as authorized by the Association in accordance with the budget adopted by the Association;
- have the checks signed by either the president or one other officer, the treasurer does not sign checks;
- present a financial statement at every meeting of the Association and at other times as may be requested by the executive board;
- make a full report at the annual meeting at which new officers officially assume their duties;
- have the accounts examined annually, or upon change of officers by an auditing committee consisting of not fewer than three (3) members, none of whom may be the Executive Board, who, satisfied that the treasurer's annual report is correct, shall sign a statement of that fact at the end of the report.
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| Section 6. All officers shall perform the duties outlined in these bylaws and those assigned from time to time. Upon the expiration of the term of office or in case of resignation, each officer shall turn over to the Chairman, without delay, all records, books, and other materials pertaining to the office, and shall return to the treasurer without delay, all funds pertaining to the office. |
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| ARTICLE IX: BOARD OF DIRECTORS |
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| Section 1. The Board of Directors shall consist of the Executive Board, the members of the CLASS Council (Aztec's site-based, shared-decision making team) and the chairmen of the standing committees. |
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| Section 2. The duties of the Board of Directors shall be: |
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- to transact necessary business in the intervals between Association meetings and such other business as may be referred to it by the Association;
- to create standing and special committees;
- to approve the plans of work of the standing committees;
- to select an auditing committee to audit the treasurer's accounts;
- to prepare and submit to the Association for adoption of a budget for the year;
- to approve routine bills within the limits of the budget.
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| ARTICLE X: COMMITTEES |
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| Section 1. Only members of the Association shall be eligible to serve in any elective or appointive positions. |
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| Section 2. The Board of Directors may create such standing committees, as it may deem necessary to promote the Objects and carry on the work of the Association. These standing committees shall be subcommittees of the CLASS Council committees. The term of each co-chairman shall be one (1) year or until the appointment of a successor. |
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| Section 3. The committee chairperson(s) of each standing committee shall present a plan of work and corresponding budget to the Executive Board for approval. No committee work shall be undertaken with out the consent of the Executive Board. |
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| Section 4. The power to form special committees and appoint their members rests with the Executive Board as outlined in these bylaws. |
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| ARTICLE XI: SCOTTSDALE PARENT COUNCIL MEMBERSHIP |
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| Section 1. |
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- The Association shall be represented in meetings of the Scottsdale Parent Council, Inc. by (2) delegates.
- Delegates to the council shall be chosen by the Executive Board.
- Delegates to the council shall serve for a term of one (1) year or until their successors are appointed.
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| Section 2. This Association shall pay annual dues to the Scottsdale Parent Council as provided in the council bylaws and approved by the Executive Board. |
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| ARTICLE XII: FISCAL MANAGEMENT |
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| Section 1. Depositories. The funds of the Association shall be deposited in such banks and depositories as may be determined by the Executive Board from time to time and shall be withdrawn only upon checks and demands for money signed by one of two designated officers, upon resolutions approved by the Executive Board. In no event shall the payee and the signer be the same person. |
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| Section 2. Budget. The estimated annual budget for each fiscal year shall be approved at a regular meeting of the membership. |
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| Section 3. Records. The Board of Directors shall cause to be kept accurate records of the receipts and expenditures specifying and itemizing the expenses incurred. Payment vouchers may be approved in such manner as the Board of Directors may determine. All records and vouchers authorizing payments shall be available for examination by the members at convenient hours designated by the Board of Directors. |
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| Section 4. Fiscal Year. The fiscal year of the Association shall begin on July 1 of each year, and shall end on June 30. The commencement date of the fiscal year herein established shall be subject to change by the Board of Directors should Association practice subsequently dictate. |
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| Section 5. Books of Account. Books of account of the Association shall be kept under the direction of the Treasurer on a consistent basis in accordance with generally accepted accounting principles, and shall be audited annually in the manner designated by the Board of Directors. |
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| Section 6. Contracts. Unless otherwise provided by the Board, all contracts shall be executed on behalf of the Association by either the President or President-Elect and countersigned by the Treasurer. |
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| ARTICLE XIII: AMENDMENTS OF THE BYLAWS |
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| Section 1. Amendment. These Bylaws may be altered, amended or added to by the affirmative vote of two thirds (2/3) of the members present and entitled to vote or at any duly called meeting of the members; provided notice of the meeting containing a statement of the proposed amendment shall have been given to each member entitled to vote at least thirty (3) days prior to such meeting. |
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| Section 2. Inconsistencies. Notwithstanding the foregoing, these Bylaws shall not be amended to contain any provision which would be contrary to or inconsistent with the Articles of Incorporation as in effect and any provisions of or purported amendment to these Bylaws which is contrary to or inconsistent with the Articles of Incorporation shall be void to the extent of such inconsistency. |
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| ARTICLE XIV: INDEMNIFICATION |
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| The Association shall indemnify every Director and every Officer, his or her heirs, executors, administrators, against all loss, cost and expense, reasonably incurred by him or her in connection with any action, suit or proceeding to which he may be made a party, by reason of his or her being or having been a Director or Officer o f the Association, including reasonable matters wherein he shall be finally adjudged in such action, suite or proceeding to be liable for or guilty of negligence, except to the extent such liability, damage or injury is covered by any type of insurance; however, this indemnification shall not cover any acts of gross negligence, willful misconduct or with fraudulent or criminal intent. The foregoing rights shall be in addition to and not exclusive of all other rights to which such Director or Officer may be entitled. |
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| ARTICLE XV: CONSTRUCTION |
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| Any discrepancies or conflicts between the provisions of the Arizona Revised Statutes or applicable law, the Articles and Bylaws, and the rules and regulations of the Association, if any, shall, unless otherwise provided, be resolved by giving priority first to the Arizona Revised Statutes or applicable law, second to the Articles, third to the Bylaws, and fourth to the rules and regulations, if any. |
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| ARTICLE XVI: PROPERTY FUNDS AND TITLES |
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| All funds and the titles of all properties acquired by the Association and the proceeds thereof shall be held in trust for the members of the Association. |
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| The Bylaws are hereby amended by the Board of Directors of AZTEC COMMUNITY TEAM, INC. at Scottsdale, Arizona this ______ day of _______, 2002, as authorized by the members of the Association on ____________________. |
