Freethought Arizona Bylaws
Adopted as of September 4, 2011
ARTICLE I
Name and Purpose
Section 1. The name of the organization is Freethought Arizona. (FA)
Section 2. The purpose of Freethought Arizona is to establish, grow, and support a community of Freethinkers, Skeptics, Agnostics, Atheists and Humanists based on reason, science, and critical thinking. The goals are to maintain separation of church and state, advance education and science, examine and discuss literature, support families, work to eliminate prejudice and discrimination and protect the civil rights of our members and others through meetings, lectures, debates, discussions, protests, letters to the editor, blog, podcasts, broadcast appearances and any other reasonable and civil means available.
ARTICLE II
Membership
Section 1. Membership: A member of Freethought Arizona may be any person subscribing to the principles and goals of FA, who has applied for FA membership, and who has paid the established dues. Each member shall have the right of one vote on all ballots submitted to the FA membership.
Section 2. Dues: The Board of Directors shall determine the amount of any dues.
Section 3. Nondiscrimination Policy: Membership shall be open to any person and there will be no discrimination on the basis of race, color, sex, sexual orientation, gender identity, religion, disability, age, genetic information, veteran status, ancestry, or national or ethnic origin.
ARTICLE III
Governing Body
Section 1. Powers: The affairs of FA shall be managed by its Board of Directors (Board). Directors shall be FA members. The Board shall issue the only official statements for FA. The Board shall establish and maintain a web site. The purpose of the web site is:
a. To establish an internet presence.
b. To offer FA information and give the public a favorable impression.
c. To increase public awareness.
d. To encourage potential members to contact us by phone, mail or email.
e. To offer links to other relevant sites.
f. To offer a virtual community, a place where users can interact with each other.
Section 2. Composition: The Board shall consist of eight to twelve members elected by the FA membership in accordance with Article VI.
Section 3. Tenure: Board members shall serve terms of approximately two years. Section 4. Parliamentary Authority: Robert’s Rules of Order shall govern the Board.
Section 5. Quorum and Voting: A majority of members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, except in the case of an action requiring a vote of more than a majority. Votes of the Board shall be recorded in the minutes. Voting by proxy is not permitted except when approved by the Board for a specific issue. Unless otherwise specified in the FA Bylaws, decisions of the Board shall be determined by majority vote.
Section 6. Meetings: The Board shall meet approximately monthly. A meeting of the Board may be called by the President, either on the President’s own volition or at the request of any three Directors. The Board will establish rules regarding adequate notification of Board Meetings. The Board may vote to hold a closed meeting.
Section 7. Vacancies: A vacancy on the Board may be filled by the Board for the unexpired term.
ARTICLE IV
Officers
Section 1. Officers: The officers of FA shall be: President, Vice President, Secretary, and Treasurer.
Section 2. Elections: Officers of FA shall be elected by the Board from among the Directors shortly after each annual membership election of Directors. Officers shall serve a term of approximately one year.
Section 3. Duties of the President: The President shall be the principal officer of FA and shall supervise and control all of its business affairs. The President shall be Chair of the Board and shall preside at all meetings of the Board. The President shall not vote in matters before the Board except (1) in the case of an action requiring a vote of more than a majority and (2) in the event of a tie vote, the President shall vote to break the tie. The President may sign, with the Secretary or any other officer of FA designated by the Board, any and all contracts, deeds, mortgages and other papers and instruments authorized by the Board or required under federal law or the laws of Arizona.
Section 4. Duties of the Vice President: In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and shall have all the powers and be subject to all the restrictions upon the President. The Vice President shall perform such duties as shall be assigned by the President or by the Board.
Section 5. Duties of the Secretary: The Secretary shall keep the minutes of Board meetings and FA membership meetings, and shall maintain a book of minutes. The Secretary shall be custodian of the corporate records. The Secretary shall keep a register of the postal address of each FA member.
Section 6. Duties of the Treasurer: The Treasurer shall have charge and custody of and responsibility for all funds and securities of FA, shall receive and give receipts for moneys due and payable to FA from any source, and deposit all such moneys in FA’s name in such banks or other
depositories as shall be approved by the Board. The Treasurer shall perform all the duties incident to the office of the Treasurer and such other duties as may be assigned by the President or the Board. The treasurer shall make a report on the status of all accounts, debts, money’s due and other financial matters of each meeting of the Board or more often if the President or Board requests.
ARTICLE V
Committees
Section 1. The Board shall establish and maintain the following committees: membership, program, fund raising, publicity. Other standing committees may be established or abolished by the Board as needed.
Section 2. The Board may establish or abolish other committees as needed. Chairs of these committees shall be appointed by and serve at the discretion of the President with the concurrence of the Board.
Section 3. Members of the committees shall be appointed by and serve at the discretion of the committee Chair.
ARTICLE VI
Elections
Section 1. Elections for Directors shall take place bi-annually. Each member of FA shall have one vote.
Section 2. At least 90 days before the election the Board shall publish a notice to the FA membership of the date and place of the annual election meeting. This notice shall also inform the FA membership of the procedure for nominating Director candidates in Section 4 below, and of the procedure for absentee voting in Section 6 below.
Section 3. Director candidates may be nominated by the Board.
Section 4. Director candidates may also be nominated by the FA membership by sending a nominating petition containing the name of the candidate, a signed certification by the candidate that he or she agrees to serve if elected, and at least three other signatures of FA members in
support of the candidate. This notice must be received by FA at least 60 days prior to the date appointed for the election meeting.
Section 5. Name of nominees shall be published on the FA website, at least 30 days prior to the date set for the annual election meeting. Candidates may at their discretion publish a short notice to the membership via email or on the website, detailing their qualifications and interests as a potential Director.
Section 6. Absentee voting. Members unable to attend the election meeting may register their vote in writing or personal email to the FA address at any time prior to the date of the election.
Section 7. At the annual election meeting, if the number of nominees does not exceed the number of vacancies, the nominees will be considered elected without a formal vote. If the number of nominees exceeds the number of vacancies, an election shall be held by all FA members present at the meeting, the winners being the nominees who receive the highest number of total votes. Votes received as provided for in Section 6 above will be included in determining the total votes for each nominee.
ARTICLE VII
Special Interest Groups
Section 1. The Board may create Special Interest Groups (SIGs). Proposals to create a SIG shall be addressed in writing to the Board and will be accepted from any member. Proposals shall include a suggested statement of purpose.
Section 2. The board shall adopt a statement of purpose for each SIG. Section 3. Any FA member may join one or more SIGs.
Section 4. SIG Chairs shall be appointed by and serve at the discretion of the President with the concurrence of the Board.
ARTICLE VIII
Amendments to the FA Bylaws
Section 1. A vote by the FA membership on proposed amendments to the FA bylaws may take place at any FA membership meeting provided that the Board has provided the FA membership with the text of the proposed amendments in writing at least two weeks in advance of the meeting. Members may register their vote in writing or email to the FA address at any time prior to the date of the meeting designated for considering amendments to the Bylaws. For amendments to the FA Bylaws to be ratified, at least three quarters of the FA members voting must vote in favor of the proposed changes.
ARTICLE IX
Removal or Expulsion by Board Action
Section 1. The Board may (1) remove any officer from office, (2) remove any Director from the Board, and/or (3) expel any member by petition of three Directors and the affirmative vote of three-quarters of the whole Board.
Section 2. Fair Notice. The Board must give fair and appropriate notification in writing of its reasons for considering removal or expulsion, together with a schedule of meetings where the person affected will be given an opportunity to attend and speak to the Board about such action, prior to a deciding vote by the Board.
ARTICLE I
Name and Purpose
Section 1. The name of the organization is Freethought Arizona. (FA)
Section 2. The purpose of Freethought Arizona is to establish, grow, and support a community of Freethinkers, Skeptics, Agnostics, Atheists and Humanists based on reason, science, and critical thinking. The goals are to maintain separation of church and state, advance education and science, examine and discuss literature, support families, work to eliminate prejudice and discrimination and protect the civil rights of our members and others through meetings, lectures, debates, discussions, protests, letters to the editor, blog, podcasts, broadcast appearances and any other reasonable and civil means available.
ARTICLE II
Membership
Section 1. Membership: A member of Freethought Arizona may be any person subscribing to the principles and goals of FA, who has applied for FA membership, and who has paid the established dues. Each member shall have the right of one vote on all ballots submitted to the FA membership.
Section 2. Dues: The Board of Directors shall determine the amount of any dues.
Section 3. Nondiscrimination Policy: Membership shall be open to any person and there will be no discrimination on the basis of race, color, sex, sexual orientation, gender identity, religion, disability, age, genetic information, veteran status, ancestry, or national or ethnic origin.
ARTICLE III
Governing Body
Section 1. Powers: The affairs of FA shall be managed by its Board of Directors (Board). Directors shall be FA members. The Board shall issue the only official statements for FA. The Board shall establish and maintain a web site. The purpose of the web site is:
a. To establish an internet presence.
b. To offer FA information and give the public a favorable impression.
c. To increase public awareness.
d. To encourage potential members to contact us by phone, mail or email.
e. To offer links to other relevant sites.
f. To offer a virtual community, a place where users can interact with each other.
Section 2. Composition: The Board shall consist of eight to twelve members elected by the FA membership in accordance with Article VI.
Section 3. Tenure: Board members shall serve terms of approximately two years. Section 4. Parliamentary Authority: Robert’s Rules of Order shall govern the Board.
Section 5. Quorum and Voting: A majority of members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, except in the case of an action requiring a vote of more than a majority. Votes of the Board shall be recorded in the minutes. Voting by proxy is not permitted except when approved by the Board for a specific issue. Unless otherwise specified in the FA Bylaws, decisions of the Board shall be determined by majority vote.
Section 6. Meetings: The Board shall meet approximately monthly. A meeting of the Board may be called by the President, either on the President’s own volition or at the request of any three Directors. The Board will establish rules regarding adequate notification of Board Meetings. The Board may vote to hold a closed meeting.
Section 7. Vacancies: A vacancy on the Board may be filled by the Board for the unexpired term.
ARTICLE IV
Officers
Section 1. Officers: The officers of FA shall be: President, Vice President, Secretary, and Treasurer.
Section 2. Elections: Officers of FA shall be elected by the Board from among the Directors shortly after each annual membership election of Directors. Officers shall serve a term of approximately one year.
Section 3. Duties of the President: The President shall be the principal officer of FA and shall supervise and control all of its business affairs. The President shall be Chair of the Board and shall preside at all meetings of the Board. The President shall not vote in matters before the Board except (1) in the case of an action requiring a vote of more than a majority and (2) in the event of a tie vote, the President shall vote to break the tie. The President may sign, with the Secretary or any other officer of FA designated by the Board, any and all contracts, deeds, mortgages and other papers and instruments authorized by the Board or required under federal law or the laws of Arizona.
Section 4. Duties of the Vice President: In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and shall have all the powers and be subject to all the restrictions upon the President. The Vice President shall perform such duties as shall be assigned by the President or by the Board.
Section 5. Duties of the Secretary: The Secretary shall keep the minutes of Board meetings and FA membership meetings, and shall maintain a book of minutes. The Secretary shall be custodian of the corporate records. The Secretary shall keep a register of the postal address of each FA member.
Section 6. Duties of the Treasurer: The Treasurer shall have charge and custody of and responsibility for all funds and securities of FA, shall receive and give receipts for moneys due and payable to FA from any source, and deposit all such moneys in FA’s name in such banks or other
depositories as shall be approved by the Board. The Treasurer shall perform all the duties incident to the office of the Treasurer and such other duties as may be assigned by the President or the Board. The treasurer shall make a report on the status of all accounts, debts, money’s due and other financial matters of each meeting of the Board or more often if the President or Board requests.
ARTICLE V
Committees
Section 1. The Board shall establish and maintain the following committees: membership, program, fund raising, publicity. Other standing committees may be established or abolished by the Board as needed.
Section 2. The Board may establish or abolish other committees as needed. Chairs of these committees shall be appointed by and serve at the discretion of the President with the concurrence of the Board.
Section 3. Members of the committees shall be appointed by and serve at the discretion of the committee Chair.
ARTICLE VI
Elections
Section 1. Elections for Directors shall take place bi-annually. Each member of FA shall have one vote.
Section 2. At least 90 days before the election the Board shall publish a notice to the FA membership of the date and place of the annual election meeting. This notice shall also inform the FA membership of the procedure for nominating Director candidates in Section 4 below, and of the procedure for absentee voting in Section 6 below.
Section 3. Director candidates may be nominated by the Board.
Section 4. Director candidates may also be nominated by the FA membership by sending a nominating petition containing the name of the candidate, a signed certification by the candidate that he or she agrees to serve if elected, and at least three other signatures of FA members in
support of the candidate. This notice must be received by FA at least 60 days prior to the date appointed for the election meeting.
Section 5. Name of nominees shall be published on the FA website, at least 30 days prior to the date set for the annual election meeting. Candidates may at their discretion publish a short notice to the membership via email or on the website, detailing their qualifications and interests as a potential Director.
Section 6. Absentee voting. Members unable to attend the election meeting may register their vote in writing or personal email to the FA address at any time prior to the date of the election.
Section 7. At the annual election meeting, if the number of nominees does not exceed the number of vacancies, the nominees will be considered elected without a formal vote. If the number of nominees exceeds the number of vacancies, an election shall be held by all FA members present at the meeting, the winners being the nominees who receive the highest number of total votes. Votes received as provided for in Section 6 above will be included in determining the total votes for each nominee.
ARTICLE VII
Special Interest Groups
Section 1. The Board may create Special Interest Groups (SIGs). Proposals to create a SIG shall be addressed in writing to the Board and will be accepted from any member. Proposals shall include a suggested statement of purpose.
Section 2. The board shall adopt a statement of purpose for each SIG. Section 3. Any FA member may join one or more SIGs.
Section 4. SIG Chairs shall be appointed by and serve at the discretion of the President with the concurrence of the Board.
ARTICLE VIII
Amendments to the FA Bylaws
Section 1. A vote by the FA membership on proposed amendments to the FA bylaws may take place at any FA membership meeting provided that the Board has provided the FA membership with the text of the proposed amendments in writing at least two weeks in advance of the meeting. Members may register their vote in writing or email to the FA address at any time prior to the date of the meeting designated for considering amendments to the Bylaws. For amendments to the FA Bylaws to be ratified, at least three quarters of the FA members voting must vote in favor of the proposed changes.
ARTICLE IX
Removal or Expulsion by Board Action
Section 1. The Board may (1) remove any officer from office, (2) remove any Director from the Board, and/or (3) expel any member by petition of three Directors and the affirmative vote of three-quarters of the whole Board.
Section 2. Fair Notice. The Board must give fair and appropriate notification in writing of its reasons for considering removal or expulsion, together with a schedule of meetings where the person affected will be given an opportunity to attend and speak to the Board about such action, prior to a deciding vote by the Board.