WCAA Bylaws
Walker Community Action Alliance, Inc.
ARTICLE I: NAME
and PURPOSE
Section 1: Name of Organization
The name of the
organization shall be Walker Community Action Alliance, Inc. (WCAA), an Arizona
non-profit corporation.
Section 2: Mission
The purpose of
the organization is to: To raise funds for the rural forested community of
Walker, located in Yavapai County Arizona. The organization is organized
exclusively for charitable and educational purposes, including, for such
purposes, the making of distributions to organizations that qualify as exempt
organizations under section 501(c)(3) of the Internal Revenue Code, or
corresponding section of any future federal tax code.
To focus on
creating awareness and providing education and services to citizens, including
but not limited to: fire protection and emergency
medical services, disaster and environmental related issues, disaster
preparedness, crime prevention, establish a recognized “Firewise
Communities/USA® Recognition Area”, emergency evacuation, search and rescue,
public health and recreation.
To: educate the
community on the history of the Walker area and to recognize and protect the
historical sites located within the community and surrounding area.
Section 3: Funds
Funds raised will
be the result of membership fees/dues, voluntary donations, fund raising
events, public/private grants.
ARTICLE II:
MEMBERSHIP
Section 1: Member Definitions
Membership in the Walker Community Action Alliance (WCAA) as
defined in Section 2, shall be open to anyone interested in the objectives of
this organization upon completion of an application for membership and upon
payment of dues as may be required.
A member in good standing, for the purpose of these Bylaws, is
defined as one whose annual dues are current and paid on or before their annual
anniversary date, which is determined by their date of membership.
Walker Community is defined as follows: All properties accessible
south from milepost five on Walker Road extending to the Hassayampa
Lake Dam, and not past coordinates 34 25.880N, 112 23.221W on Big Bug Road, and
not past coordinates 34 29.573N, 112 21.881W on Bannie
Mine Road.
Section 2: Member Classification
A Regular Member
shall be defined as any person 18 years or older who owns property and/or
resides in the Walker Community as defined in Section 1. Regular members shall
enjoy all privileges and voting rights of the organization.
An Organizational
Member shall be defined as a person 18 years or older who represents a legal
entity owning property in the Walker Community as defined in Article II,
Section 1, such as a corporation, an LLC, or a trust. One representative vote
is allowed per corporation or LLC. Trusts are limited to a maximum of two
primary trustees and each trustee will be considered as a member.
An Associate
Member shall be defined as any person 18 years or older who does not meet the
requirements of a Regular member or an Organizational Member. An Associate
Member shall not have the right to vote, to hold office, or chair a standing or
special committee in the Walker Community Action Alliance.
Section 3: Voting
Rights of Members
Qualified Regular
Members and qualified Organizational Members shall enjoy one vote per member as
defined in Section 2. Proxy voting shall be permitted in accordance with
Article VII, Section 3. Cumulative voting shall not be permitted.
Section 4:
Expulsion
A member can be
expelled from the organization for the willful misuse of organizational
resources, willful disregard for the safety of other members, or for other
actions against the best interests of the organization.
A member subject to expulsion will be granted a hearing before the
Board of Directors. A majority vote of the Board of Directors is required to
propose that a member be expelled.
An expulsion vote will be taken at a duly called meeting of the
membership and a two-thirds majority of votes of members in attendance is
required for the member to be expelled.
Section 5: Dues
The Board of Directors shall establish member dues. The dues structure
is defined in this organization’s “Standing Rules”.
ARTICLE III:
BOARD OF DIRECTORS
Section 1: Board
of Directors
The Board of
Directors is comprised of the Executive Committee and Independent Directors.
Board members shall serve without pay and must be members in good
standing of the Walker Community Action Alliance. All board members must sign
and date the organization’s “Conflict of Interest Policy” which is defined in
this organization’s “Policies and Procedures”.
Section 2: Officers
The Executive
Committee consists of Board members comprised of the following Officers:
President, Vice-President, Secretary, and Treasurer. The office of Secretary
and Treasurer may be combined under the title Secretary/Treasurer.
Section 3: Independent Directors
Independent
Directors consist of Board members who are not Officers. There shall be no less
than three (3) and no more than eleven (11) Independent Directors.
Section 4: Terms
Officers terms
shall be two (2) years or until their successors are elected. Officers shall
serve no more than two (2) consecutive two-year terms in the same position, and
may not be re-elected before a one-year absence from the position being vacated
on the Board.
Independent
Director terms shall be two (2) years or until their
successors are elected. In the year of formation, one half of the Independent
Directors shall serve a period of three years and the other half shall serve a
period of two years. Thereafter, all Independent Directors shall serve two (2)
year terms or until their successors are elected.
Election of Board
members shall occur at the annual meeting, as described in Article VI, Section
3 of these bylaws. Board members shall begin their terms immediately preceding
adjournment and assume their duties at the close of the meeting.
Section 5: Vacancies
The Board of
Directors shall appoint members in good standing to fill the remaining terms of
all vacancies.
Section 6:
Directors Meetings
All meetings of
the organization shall be conducted according to “Roberts Rules of Order,
Revised”, except when inconsistent with any provisions of these Bylaws.
The Board of Directors shall meet at the call
of the President, or three (3) board members, but must meet at least quarterly.
Board of Directors meetings may be held in person or electronically (i.e.:
teleconference or videoconference), or a combination of both. Electronic voting
shall be permitted in accordance with rules set forth in the organization’s
“Policies and
Procedures”. Proxy voting shall be permitted in accordance with Article VII,
Section 3. Cumulative voting shall not be permitted. (a) A majority of board
members constitutes a quorum. (b) In absence of a quorum, no formal action
shall be taken except to adjourn the meeting to a subsequent date.
Members of the
Board of Directors have one (1) vote each on business items brought before the
Board. The “Chair” will not be entitled to a vote except to break a tie vote.
ARTICLE IV:
OFFICER DUTIES:
.
a) President: Shall preside at all regular meetings of the organization and
shall be chairperson of the Board of Directors. The President shall appoint
chairpersons of all Standing and Special Committees. The President may be an
ex-officio member of any committee. The President may serve as an ex-officio
member of the Board of Directors following their term for a period of one year.
b)
Vice-President:
shall assume the duties of the office of the President as necessary and shall
perform other duties as requested by the President.
c) Secretary: shall record and maintain minutes of all regular business
meetings and Board of Directors meetings, and execute correspondence as
directed. The Secretary shall maintain all business and legal records of the
organization. The Secretary shall also distribute copies of minutes and the
agenda to each board member, assure that corporate records are maintained and
post copies of regular monthly meeting minutes to the organization’s website.
d) Treasurer: shall be the custodian of all the organization’s funds and
financial records. The Treasurer shall be responsible for the collection and
disbursement of funds as directed by the approved budget, or the Executive
Committee and shall file all required government reports. The treasurer shall
chair the Finance Committee, assist in the preparation of the budget, help
develop fundraising plans, and make financial information available to board
members and the membership. Following the Treasurer’s term, the Treasurer shall
serve as the chairperson of the Budget Committee for a period of one year. The
spending limits for the Treasurer are defined in the organization’s “Standing
Rules”.
ARTICLE V:
COMMITTEES
The President may
appoint ad hoc committees as needed.
Section 1:
Standing Committees
Standing Committees
shall consist of:
WAYS AND MEANS:
Set fundraising goals and plan fundraising activities for the
organization.
FINANCE:
Assist the
Treasurer in overseeing financial reports and budgeting. Audit
financial records of the Treasurer.
MEMBERSHIP:
Organize
membership drives, greet and introduce new members and/or guests at meetings,
to monitor “sign in” sheets at functions and to provide reports to the
membership.
PROGRAM / ACTIVITIES:
Oversee the long
and short-range monthly programs applicable to the goals and mission statement
of the organization.
COMMUNITY OUTREACH:
Oversee planning
of activities and ongoing projects that directly impact the wellbeing and
safety of the community: examples:
1.
Sunshine (ex: send sympathy, get well, and other cards to members).
2.
Walker shut-ins:
reach out to members of the community Shut-in due to health or weather)
3.
Block Watch
(activate a Block Watch program for the Community)
4.
Adopt-a-Road:
Arrange clean-up days per requirements of Yavapai County Road Maintenance.
5.
C.E.R.T. –
Community Emergency Response Team
HISTORICAL:
Record and
maintain a record of programs, and events of the organization.
Work to educate
the community on the history of the Walker area. Work
with the community and other entities to recognize and protect the
historical sites
located within the community and surrounding area.
FIREWISE/ USA®
COMMUNITIES:
The Firewise Committee is responsible for
administering the Walker Community Firewise/USA®
Action Plan, keeping required Firewise/USA® records,
renewing Firewise/USA® status annually, obtaining
grants, planning and directing mitigation activities in Walker.
Section 2: Ad hoc
Committees
Ad hoc Committees
shall consist of:
Bylaws:
Develop bylaws to guide the activities of the organization and the
procedures of the Board of Directors.
Nominating:
a)
Nominating
Committee
The President
shall appoint a nominating Committee at least 60 days prior to the election of
Officers and Independent Directors. The Nominating Committee shall consist of
two (2) members in Good Standing and the President. This group shall submit at
least one (1) candidate for each position to be filled.
b)
Nominations:
The Nominating
Committee shall present the slate of nominations for positions with the consent
of the person/persons being nominated. Nominees of the Nominating Committee
shall be announced at the meeting prior to the annual meeting and posted on the
organization’s website.
ARTICLE VI:
MEMBERSHIP MEETINGS
Section 1: Parliamentary Authority
All meetings of
the organization shall be conducted according to Roberts Rules of Order,
Revised, except when inconsistent with any provisions of these Bylaws.
Section 2:
Membership Meetings
Membership meetings shall be held a minimum of two times annually,
those dates to be established by the officers and Board of Directors. A
disruption occurring that would prevent such meetings or a scheduling of such
meetings, such as a natural disaster, a pandemic, an order by a National,
State, or County Government shall not constitute a violation of these Bylaws.
Section 3: Annual
Meetings
A Regular meeting
in or about September of each year shall be known as the Annual Meeting and
shall be for the purpose of electing Officers and Independent Directors,
receiving reports of Officers and Committees and for any other business that
may arise. Candidates will be elected by a majority vote of the membership
present. One-tenth of the votes entitled to be cast based on voting membership
present and voting, shall constitute a quorum. Proxy voting shall be permitted
in accordance with Article VII, Section 3. Cumulative voting shall not be
permitted.
Section 4:
Special Meetings
Special meetings of the general membership may be called at any
time when called for by the President, or at least three (3) Board members or
at the request of three (3) members in good standing by a notification issued
to all members electronically at least three (3) days prior to the meeting.
Special meeting calls shall be posted on the organization’s website. At special
meetings, no business except that stated in the call may be transacted. Proxy
voting shall be permitted in accordance with Article VII, Section 3. Cumulative
voting shall not be permitted.
ARTICLE VII:
VOTING
Section 1: Requirements
One vote per
member in good standing as described in Article II: Membership. The method of
the vote shall be defined by the Board of Directors.
Section 2: Annual
Meeting
Voting
requirements of the annual meetings is covered in Article VI, Section 3 of these
bylaws.
Section 3: Proxy Voting
If a member cannot be present at a board meeting or a membership
meeting, the member may cast his/her vote by a written statement presented to
the board of directors prior to the vote.
Section 4: Voting by Mail
Voting by mail or
email is permitted as defined in this organization’s “Policies and Procedures”.
Section 5: Cumulative Voting
Cumulative voting
shall not be permitted.
ARTICLE VIII: AMENDMENTS
These bylaws may
be amended at any membership meeting where the proposed changes have been
presented in writing at the previously scheduled regular membership meeting.
Proposed amendments shall be posted on the Organization’s web site. The bylaws
may be amended by the membership in person, by mail or email vote as defined in
this organization’s “Policies and Procedures”.
Amendments to
these bylaws shall take effect at the close of the meeting at which they were
adopted.
ARTICLE IX:
DISSOLUTION
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 purpose as shall at the time qualify as an exempt
organization or organizations under Section 501(c)3 of the United States
Internal Revenue Code (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 principal 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.
These Bylaws revised on January 07, 2011.
These Bylaws amended October 06, 2012. General revisions
These Bylaws amended January 1, 2015. Change
Membership Chairman duties. Article V
These Bylaws amended August 15, 2016. Change meeting schedule.
Article VI, Sec 2.
These Bylaws amended August 7, 2020. Change meeting schedules.
Article VI, Sec 2.