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Adopted November 25, 2002
(As amended August 4, 2005)
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Section A. Name
The name of the corporation is the Government Finance Officers Association of
Arizona, an Arizona nonprofit corporation.
Section B. Principal Office
The principal office of the corporation shall be 1820 West Washington, Phoenix,
Arizona 85007. Additional offices may be maintained at such other places within
the State of Arizona as the board of directors may from time to time designate.
Section C. Fiscal Year
The fiscal year of the corporation shall be the year ending June 30.
Section D. Purpose and Initial Business
These bylaws are adopted by the corporation to govern and facilitate its business
as a nonprofit corporation in accordance with and subject to the provisions of the
corporation's articles of incorporation.
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Section A. Classification, Eligibility and Rights and Privileges
The classification of members of this corporation shall be Active, Associate, and
Commercial. Only persons in the Active Member classification shall be accorded the
right to vote and hold office. Processing of new members and changes in classification
of membership may be delegated by the president. Any dispute involving eligibility for
a classification shall be resolved by a vote of the board of directors.
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| 1. |
ACTIVE MEMBER
This classification shall be open to all public employees
and elected or appointed officials having responsibility for, or engaged in,
the function of governmental finance in any public jurisdiction of the State
of Arizona. |
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| 2. |
ASSOCIATE MEMBER
Associate membership may be held by any person not eligible
for active or commercial membership but who is interested in the principles
and practices of governmental finance and who subscribes to the purpose of
this Association. |
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| 3. |
COMMERCIAL MEMBER
This classification shall be open to persons not currently
employed by a governmental agency whose livelihood is derived primarily from
commercial or professional activities related to municipal finance. This category
would include representatives from accounting, auditing, banking, investment
banking, underwriting, debt management, legal, consulting or various other firms
providing services to governments. |
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Section B. Dues
The annual dues of all members shall be the amount from time to time recommended
by the board of directors. Dues for each membership category may be set at various
rates as the board of directors may determine.
Dues will be payable annually on a calendar year basis, and will be due January 1
of each year. Members who permit their dues to remain unpaid on March 31 shall
automatically be suspended from membership until all dues are paid.
Fees for programs and activities shall be established as deemed necessary by the board of directors.
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Section A. Directors
The management of the affairs of the corporation shall be vested in a board of eight (8)
directors. The members of the board of directors shall include the president and president-elect,
the immediate past president, the chair of the education committee and four people who are active
members of the corporation.
Section B. Officers
The principal officers of the corporation shall consist of a president who shall automatically
assume the office after serving one year as president-elect, a president-elect who shall be appointed
by the board of directors from its own membership, and a secretary-treasurer who shall be appointed
by the board of directors from its own membership.
Section C. Qualification of Directors and Officers
Any active member in good standing is eligible for election or appointment to membership on the board.
A change in membership status requires the member to vacate the board position or office.
Section D. Appointments and Elections
The board of directors shall select one person for the office of president-elect from among its own
board members. Any active member of the organization may submit their name to the board as a candidate
for an open position on the board. Names of candidates for open board positions shall be submitted to
the secretary on or before January 15 of each year. The secretary shall deliver ballots , via mail or
electronic means, to all active members not later than February 1 of each year. Ballot responses shall
be returned to the secretary and/or shall be postmarked on or before 12:00 midnight, February 15.
Canvassing shall be completed prior to February 28 by the secretary.
Section E. Tenure of Service
The term of office for the president shall be for one year.
The term of office of the president-elect shall be for one year at the conclusion of which said
president-elect shall assume the office of president by automatic right of succession.
The term of service of the four elected directors shall be for two years without the right of immediate
succession. The terms of these directors shall be divided into two equal classes. The terms of the directors
of each such class shall be staggered so that the directors in one class are elected in one year and the
directors in the other class are elected in the following year. In the event of a change in the number
of directors, the staggering of terms shall be preserved as best as possible.
The term of appointment of the secretary/treasurer and the education committee chairperson shall be
at the discretion of the board of directors.
The term of service for the immediate past-president shall be for one year.
All officers and directors shall be subject to removal at any time, with or without cause, by
a two-thirds (2/3) vote of the board of directors.
Section F. Term
Term of office/service will commence with the start of each annual conference.
Section G. Vacancies
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| 1. |
If the office of president becomes vacant, the president-elect shall
forthwith succeed to the balance of the unexpired term, thereafter continuing as president
for his or her regular one-year term. |
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| 2. |
If the office of president-elect becomes vacant, the board of directors
shall select a member of their own board to fill the vacancy. The person selected shall
immediately take office. |
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| 3. |
In the event that the office of president and the president-elect become
vacant at the same time, the secretary-treasurer shall call a special meeting of the board
of directors at which meeting said board shall select one of their own members to serve as
president and one of their own members to serve as president-elect. |
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| 4. |
If any director's office becomes vacant during his or her regular term of
office, it shall be filled for the unexpired term by vote of the board of directors from a
list of names submitted by the board. |
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Section H. Duties of Directors and Officers
The board of directors shall have the power and duties necessary for the administration of the affairs of the corporation and may do all such acts and things as are not prohibited by law, the articles of incorporation, or these bylaws.
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| 1. |
PRESIDENT
The president shall be the chief executive officer of the corporation.
The president shall preside as chairperson at all meetings of the board of directors and
meetings of the general membership. The president may, from time to time, call special
meetings of the board of directors whenever he or she shall deem it proper to do so and
shall do so when a majority of the board of directors shall request him or her in writing
to do so. The president may sign and execute all authorized contracts, other instruments,
or obligations in the name of the corporation. Subject to the board of directors, the
president shall have general charge of the business and affairs of the corporation. The
president shall do and perform such other duties and have such other powers as from time
to time may be assigned to him or her by the board of directors. The president shall serve
as one of the two GFOA state representatives, the other being the immediate past president. |
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| 2. |
PRESIDENT-ELECT
The president-elect shall perform such duties as from time to time may be
authorized by the board of directors. The president-elect shall have all the powers and perform
all the duties of the president in case of the absence of the president or in case the office
of president is vacant. |
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SECRETARY-TREASURER
The secretary-treasurer shall be responsible for keeping the minutes of all
proceedings of the board. The secretary-treasurer shall attend to the giving and serving of all
notices for the corporation when directed by the president. The secretary-treasurer shall have
the custody of all the funds and securities of the corporation which may come into such individual's
hands. The secretary-treasurer may prepare checks made by the corporation and pay out and dispose of
the same as authorized in the annual budget approved by the board of directors. In the event of an
emergency or urgent situation, the secretary/treasurer shall be authorized to delegate the signing
of checks made by the corporation. When required by the board, he or she shall render a statement
of financial status of the corporation. The secretary-treasurer shall enter regularly in books of
the corporation, for the purpose of keeping full and accurate accounts of all monies received and
paid on account of the corporation. The secretary-treasurer shall have charge of all such books and
records as the board may direct. The board of directors, by majority vote, may contract for the
services of support staff to assist the secretary/treasurer with the duties of this office. |
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Section I. Compensation
No compensation shall be paid to the directors or officers for their services as such.
Directors and officers may be reimbursed by the corporation for their reasonable expenses
in acting as officers.
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Section A. Number of Meetings
There shall be not less than two meetings of the board of directors each year.
There shall be at least one meeting each year of the general membership. All
meetings of the organization shall take place on such dates each year as set by
the board of directors.
Section B. Special Meetings
Special meetings may be called by the president or by a majority of the board of directors.
Section C. Notice of Meetings
Notice of annual and special meetings of the board of directors shall be given
in writing or via electronic means to each director stating the date, time and
place of a meeting.
The Secretary will attempt to provide notice of all meetings of the membership,
either in writing or via electronic means, to the members of the organization.
Section D. Place of Meetings
The directors shall hold their meetings at such places as the board of directors
from time to time may determine. Unless otherwise determined, such meetings shall
be held at the principal office of the corporation. Meetings of the board of directors,
whether regular or special, may be held by means of conference telephone or similar
equipment by means of which all persons participating in the meeting can hear each
other, and participation in such a meeting shall constitute presence in person at
such meeting.
Meetings of the membership shall be held at such places as determined by the board
of directors.
Section E. Quorum
For meetings of the board of directors, a quorum for conduct of business shall
consist of not less than fifty percent (50%) of the directors then in service.
The act of the majority of the directors present at a meeting at which a quorum
is present shall be the act of the board of directors unless the act of a greater
number is required by the articles of incorporation, these bylaws, or by law.
For meetings of the membership, a quorum for conduct of business shall consist of
five percent (5%) of the active members. A plurality of the votes cast by the active
members present at a meeting of the membership at which a quorum is present shall be
the act of the members unless the act of a greater number is required by the articles
of incorporation, these bylaws, or by law.
Section F. Action Without Meeting
Any action that may be taken at a meeting of the directors may be taken without a
meeting if a written consent, setting forth the action taken, shall be signed by
all of the directors.
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Section A. Committees
The board of directors shall appoint an Active member in good standing to serve
in the capacity of Educational Committee Chair for the benefit of the organization.
The Chair will appoint Active members in good standing to serve on the Education Committee.
The Education Committee shall be responsible for developing and sponsoring educational
opportunities for members or other individuals interested in governmental finance. The
Educational Committee should hold regular meetings and report activities and recommendations
to the board.
From time to time, the board of directors may appoint special committees for any purpose,
which shall have such power as shall be specified in the resolution of appointment. The
board of directors may appoint a chairperson of any such committee.
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Section A. Area Chapters
The formation of area chapters by regions is allowed under these bylaws. Chapters may charge
dues sufficient to cover their activities. Chapters should hold regular meetings. Each chapter
shall select a presiding officer who shall act as the liaison representative between the officers
of the corporation and the Chapter.
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Section A. Dissolution of the Corporation
Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision
for the payment of all of the liabilities of the Corporation, dispose of all its assets exclusively for
the purposes of the Corporation in such a manner, or to such organizations organized and operated
exclusively for charitable, educational, religious, or scientific purposes as shall at the time
qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue
Code of 1986, as amended, (or the corresponding provision of any future United States Internal Revenue
Laws) as the Board of Directors shall determine. Any such assets not disposed of shall be disposed of by
the Superior Court of the county in which the principle office of the Corporation is then located, exclusively
for such purpose or to such organization or organizations, as said Court shall determine, which are organized
and operated exclusively for such purpose.
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Section A. Indemnification
The power of indemnification under the Arizona Revised Statutes shall not be denied or limited by the Bylaws.
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Section A. Books and Records of the Corporation
All books, records, receipts, returns, minutes, and other data of the corporation,
including the minutes of board meetings, shall remain the permanent property of the
corporation. All such data shall be available at the principal office of the corporation
for inspection at any reasonable time by any director of the corporation.
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Section A. Amendments to the Bylaws
These bylaws may be amended, or may be repealed and new bylaws adopted in place of these bylaws,
by either of the following two methods, provided also that the proposed amendment has been given
to substantially all active members in good standing, in writing or via electronic mail, at least
thirty days prior to the meeting or prior to the date for receiving ballots. The thirty-day period
will provide for member comment and discussion.
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by a two-thirds vote in favor thereof by the active
members of the corporation present and voting at any regular or special
meeting of the members, or |
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by a ballot mailed or delivered via electronic means
and approved by a two-thirds (2/3) majority of those active members voting. |
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Amendments may be sponsored by a majority vote of the board of directors present at a meeting of the
board or by any ten active members filing said amendment with the board of directors at least sixty
days prior to the regular or special meeting or sixty days prior to the date for receiving ballots.
The above are the adopted bylaws of the GOVERNMENT FINANCE OFFICERS ASSOCIATION OF ARIZONA, an Arizona nonprofit corporation.
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