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AZFAA BYLAWS
The name of the corporation is Arizona Fire Alarm Association.
The corporation shall maintain a mailing address in Maricopa County, Arizona.
The corporation may also maintain offices at such other place or places, either within or without the State of Arizona, or within or without the United States of America, as the Board of Directors (the "Board") may designate from time to time.
All members of the association shall belong to one of the following types of membership:
Type A - Active Member (Voting)
An Active Member (voting) is any individual, firm, partnership, limited liability company, or corporation currently engaged in the design, installation, maintenance, service,
manufacture, sale, or distribution of automatic fire alarm and signaling systems and/or devices.
Type B - Employee Membership. A membership with limited privileges for employees of any other member in good standing. This class would have no voting rights.
Type C - Governmental agencies. Any agency of municipal, county, state, federal or other governmental body. This class would have no voting rights.
Type D - Reciprocal Association members. A membership in this class would be given to a representative of any trade association that grants an equal position to an AzFAA representative in its association. This class would have no voting rights.
Type E - Individual members. An employee of a company that chooses not to be a member will have the ability to become an individual member. This membership would also be available to someone retired from the industry. This class would have no voting rights.
Applications shall be in writing and be sponsored by one (1) member in good standing of the association. Election shall be by a majority vote of the Board of Directors. Applicants not approved may appeal to the membership at any annual or special meeting properly convened, in which case election shall be by a two-thirds (2/3rds) vote of the members eligible to vote and present or voting by proxy at such meeting.
Each member shall designate, in writing to the secretary, a specific person to whom all correspondence shall be addressed, who shall be empowered to act officially for said member in the conduct of the affairs of the corporation, and who shall hold office if elected as provided by these bylaws.
Additional representatives of a member are welcome to participate in the associations activities, but only the designated representative shall have the privilege of voting and holding office.
A member may by written notice to the secretary withdraw his designated representative and appoint a new representative at any time. In such case, if the original representative is a member of the Board or an officer at the time of his withdrawal, he shall automatically be deemed to have resigned and the office shall be declared vacant.
The Board of Directors, through the secretary, shall provide a membership certificate to each member in good standing. Each certificate shall designate the classification of membership and shall have any expiration date prominently displayed, with provision for either renewal or replacement if membership in good standing is maintained by continued payment of dues.
Membership in the corporation is not transferable. Change in ownership of the member entity will require the entity to reapply for membership. If the member entity is reinstated the dues paid by the previous owner would be credited to the new owner.
Each active member whose membership dues are paid in full and are in good standing will have one vote in all Arizona association member ballots. Members of type B, C, and D shall have no voting rights in connection with their membership. Each Active member will have one vote on all other matters subject to vote by the membership including any changes of bylaws. When a letter ballot is authorized by the Board of Directors on any matter, it shall require that the results be agreed to by a majority of those responding and, in the case of changes to the bylaws, by a majority of the entire membership.
Any member entitled to vote at any meeting may vote by proxy, provided that his proxy is executed in writing by the designated representative of the member. This document shall be presented to the president of the association prior to any voting where it will be used. All proxies will include a start and end date. Proxies may be canceled by the members designated member representative at any time, but must be in the form of a signed document and presented to the president of the association prior to any voting where it will be used. All proxies will include a start and end date. Proxies may be canceled by the member’s designated member representative at any time, but must be in the form of a signed document and presented to the president of the association. A subsequent document assigning the proxy will act as a cancellation of a previous proxy. The burden of proving the validity of any proxy will rest upon the person seeking to exercise such proxy.
Annual dues shall be as set by the Board of Directors at the Annual Board Meeting. Dues will be set for each type of membership. Annual dues are payable within thirty (30) days of the start of each fiscal year. Failure to receive payment days within 60 days after the start of each fiscal year constitutes automatic termination of membership. Memberships so terminated may be reinstated by payment of all moneys due. The Board of Directors, upon approval of the majority of the membership, shall have the authority to assess each member an additional amount per year, not to exceed the amount of the annual dues, as the financial condition of the corporation may require.
The membership of any member may be terminated by reason of any of the following:
(10) days after receipt and upon payment of any delinquent dues, assessments or other obligations to the corporation.
The corporation shall have an Annual Meeting once per calendar year. The place and date shall be set by the Board of Directors. Notice shall be by the president through the secretary, and communicated at least four (4) weeks in advance of the meeting date.
The corporation shall have scheduled meetings. The place and date and schedule shall be set by the Board of Directors. A schedule of the next year’s general meetings shall be published in the December newsletter or by a mailing to all members, or by posting to the association website.
Special Meetings of the members may be called by a majority vote of the Board of Directors who shall also set the place and date. Notice shall be given at least ten (10) days in advance of the meeting date.
At any Annual, General or Special Meeting (as defined in Article V, Section 1, 2 & 3) duly called, a quorum shall consist of the members present and in good standing. Any vote will require a simple majority of such members.
No commercial topics should be acted upon or even considered at any meetings of members. There should never be a discussion of the following at meeting of members or an association sponsored event:
There will be no conversations "off the record" at meetings of members, and the secretary is obligated to accurately record all matters discussed.
Subject to any limitations set forth in the Articles of Incorporation, these bylaws, or applicable laws, the Board shall manage and control the affairs of the corporation.
The board shall consist of the elected directors, immediate Past President, and Special Directors.
The whole Board shall comprise of not less than three (3) or more than twenty (20) directors, and must be a number equal to at least 10% of the number of members of the corporation. If the membership exceeds 200 members the board shall consist of a maximum of 20 members.
Directors shall be elected at the Annual Meeting.
This slate of nominees will consist of those members presented by a Nominating Committee and by petition supported by the signatures of at least five members and received by the nominating committee at least ten days prior to the general meeting at which the slate will be presented.
This slate of nominees will be presented and approved by the membership present at the previous general meeting. The slate approved by the members will be published in the association newsletter, published to the association website, or in a special mailing to all members mailed not more than ten (10) days after approval of the slate at the general meeting.
Voting for Directors will be limited to the approved slate.
The members of the Nominating Committee will be selected by the President and approved by the Board of Directors. The Nominating committee shall consist of an equal number of board members and members not on the board.
The committee shall have not less than two members.
No member of the Nominating Committee shall be eligible to be nominated.
A Director will be elected for a term of two (2) years.
A director may serve only two (2) successive terms, unless approved by a vote of the Board of Directors and confirmed by a vote of the membership at the General Election.
The terms of board members shall not all expire at the same time. One third of the members of the board will be elected each year.
At the first election after the adoption of these bylaws all directors will stand for election. The terms will be as follows:
1/3 will be elected for one year,
1/3 will be elected for two years, and 1/3 will be elected for three years.
At all future elections the nominations will be for those positions with expired terms and any other vacancies.
Special Directors will be appointed by the board, as the board deems necessary.
Subject to any limitations set forth in the Articles of Incorporation, these bylaws, or applicable laws, the Board shall manage and control the affairs of the corporation. Special directors will have no voting rights.
The Board shall never consist of more than one (1) director, who works for, or otherwise represents, the same corporation or other organization.
Upon notice to a director, such director may be removed by the vote of a majority of the full Board of Directors, for failure to attend 2 meetings without sufficient notice or justification, inadequate participation in the corporation's affairs, or whenever, in the judgment of the Board of Directors, the best interests of the corporation will be served thereby.
Vacancies may be filled by the affirmative vote of a majority of the remaining directors then in office or by a sole remaining director. The directors so chosen shall hold office until the next annual meeting of the Board or until their successors are elected.
All elected directors shall have equal voting rights on all matters to come before the Board. The immediate past president and special directors do not have voting rights.
The Board, by resolution adopted by a majority of the full Board, may designate from among the members of the Board one or more committees each of which, to the extent provided in such resolution and permitted by law, shall have and may exercise all the authority of the Board, except that no such committee may exercise the Board's authority to (1) fill vacancies on the Board or any committee thereof; or (2) adopt, amend, or repeal the bylaws. The Board, with or without cause, may dissolve any such committee or remove any member thereof at any time. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law.
The Board shall meet at least four times annually for the purpose of organization, the election of directors and officers, and the transaction of other business. The directors, by unanimous consent, may change place and time of such meeting. All meetings of the Board shall be open to all members of the corporation.
Special meeting of the Board may be called by the president and must be called by the president on the written request of any member of the Board. The time and place of such meetings shall be determined by the president. Notice of such meetings shall be given by mailing the same at least ten (10) days before the meeting to the usual business or residence address of each of the directors. Notice shall include an agenda of the items to be considered at such special meeting and the reason for their urgent consideration.
Notice of Board meetings, except as herein otherwise provided or as provided in Section 9 below, shall be given by mailing the same at least four (4) weeks before the meeting to the usual business or residence address of each of the directors. The Board may hold regular meetings without notice at such time and place as the Board may determine. Any business may be transacted at any Board meeting. At any meeting that every director attends, even though without any notice or waiver thereof, any business may be transacted.
A director's attendance at any meeting shall constitute waiver of notice of such meeting, except when the director attends the meeting for express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Any director may waive notice of any annual, regular, or special meeting of the Board by executing a written waiver of notice either before or after the time of the meeting.
At all meetings of the Board, properly convened a quorum shall consist of those directors present, a minimum of 25% or 3 members of the current voting members Board of Directors, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by Arizona statute, the Articles of Incorporation, or the bylaws.
Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent to the action in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
The Board may hold meetings, annual, regular, and special, either within or without the State of Arizona. It may hold such meetings by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meetings.
The officers of the corporation shall be a president, a vice-president, a secretary, and a treasurer. Unless the Articles of Incorporation or these bylaws otherwise provide, the same person may hold any number of offices, except the same person may not hold the offices of president and secretary or treasurer.
The Board at the first board meeting after the election shall elect the officers of the corporation from among the elected directors.
Each officer shall hold office for two (2) years or until his successor shall have been duly chosen, until his death, or until he resigns or is removed in the manner provided by these bylaws. An officer shall not serve more than two
(2) successive terms. Unless approved by a vote of the Board of Directors and confirmed by a vote of the membership at the General Election.
The Board may appoint such subordinate officers, agents, or employees as the Board may deem necessary or advisable, including one or more additional vice presidents, one or more assistant treasurers, and one or more assistant secretaries, each of whom shall hold office for such period and have such authority and perform such duties as are provided in these bylaws or as the Board may from time to time determine. The Board may delegate to any officer or to any committee the power to appoint any such additional officers, agents, or employees, Not withstanding the foregoing, no assistant treasurer shall have power or authority to collect, account for, or pay over any tax imposed by any federal, state, or city government.
Upon a two-thirds (2/3rds) vote of the full Board, the Board may remove any officer or agent whenever in its judgment the best interests of the corporation will be served thereby. Election or appointment of an officer or agent shall not of itself create any contract rights.
A vacancy in any office, because of death, resignation, removal, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed in Sections 2 and 3 of this Article V for election or appointment to such office.
The president shall be the principal executive officer of the corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the corporation. In particular, he shall preside at all meetings of the Board in the absence of a Chairman of the Board, represent the corporation at official functions, initiate contact with other professional organizations as appropriate, coordinate and delegate responsibility for fund raising efforts, and delegate and coordinate duties to
Individual Board members and officers, as necessary. He may sign, with the secretary or any other proper officer of the corporation authorized by the Board, contracts or other instruments which the Board has authorized to be executed, except in cases where the Board or these bylaws shall expressly delegate the signing and execution thereof to some other officer or agent of the corporation or where the law requires such contracts or other instruments to be otherwise signed or executed. Finally, the office of president and such other duties, not inconsistent with these bylaws, as the Board may from time to time prescribe.
The vice president shall have such powers and perform such duties, not inconsistent with these bylaws, as the Board or the president may from time to time prescribe. At the request of the president, or in case of his absence or inability to act, the vice-president shall perform the duties of the president and when so acting shall have all powers of, and be subject to all the restrictions upon, the president.
The treasurer shall have charge and custody of, and be responsible for, all the funds and securities of the corporation and all moneys collected from workshops and from miscellaneous activities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name of and to the credit of the corporation in such banks and other depositories as may be designated by the Board. The treasurer shall disburse the funds of the corporation as the Board may order, taking proper vouchers for such disbursements, and shall render to the president and to the directors at the regular meetings of the Board, or whenever they may require it, a statement of all his transactions as treasurer and an account of the financial condition of the corporation. And in general, the treasurer shall perform the entire duties incident to the office of treasurer and such other duties, not inconsistent with these bylaws, as the Board may from time to time assign to him.
The secretary shall act as secretary of the Board and shall keep the minutes of all meetings of the Board. The secretary shall keep an accurate list of Board members and their attendance, give notice of all Board meetings, and distribute minutes to all Board members. The secretary shall keep minutes of all meetings, such minutes to be a clear, complete and accurate record of the discussion which occurred and the actions which were taken. The secretary shall be custodian of the corporate seal and shall affix the seal, or cause it to be affixed, to all proper instruments when deemed advisable by him. The secretary shall have charge of the books, records, and papers of the corporation relating to its organization as a corporation, shall maintain all historical records of the corporation's activities, and shall see that the reports, statements, and other documents required by law are properly kept or filed. The secretary shall in general perform all duties incident to the office of secretary and such other duties, not inconsistent with these bylaws, as the Board may from time to time prescribe.
The president shall have the power to appoint members to any committees he or she shall deem necessary for the purpose of carrying out any duties that will aid in accomplishing the objectives of the corporation. Participation in committee activities shall be open to and expected of all members of the corporation, regardless of their classification.
Appointments to represent the Arizona Fire Alarm Association on the committees or Boards of other organizations shall be made and reviewed annually by the president with the advice and consent of the Board of Directors.
The latest edition of Robert's Manual of Parliamentary Rules shall govern the proceedings of all meetings of the members of the Board and any committees of the Board.
No director, officer, or committee member shall receive any compensation for his or her services in that capacity, except for reimbursement for necessary and reasonable out-of-pocket expenses.
The corporation shall not lend money to or use its credit to assist its directors, whether or not employees, or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until repaid.
Any director or officer may resign his office at any time by giving notice of his resignation to the president or the secretary of the corporation. Such resignation shall take effect at the time specified therein or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.
The fiscal year shall follow the calendar year. This can be changed by a vote of the board.
The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board.
All checks, drafts, or other orders for the payment of money, or notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as the Board shall, by resolution, from time to time determine.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board may select.
No director, officer, employee, member of a committee of or person connected with the corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the corporation in effecting any of its purposes or reimbursement for necessary and reasonable out-of-pocket expenses as shall be fixed by the Board. Any revenue generated through the collection of dues, assessments, stipends for seminars, or fees for educational materials, or revenues from other sources shall be used solely to offset the costs of operation of the corporation and its activities as delineated herein. No such person or persons shall be entitled to share in the distribution of any of the corporation's assets upon the dissolution of the corporation. Upon such dissolution or winding up of the affairs of the corporation, the Board shall, after paying or making provision for the payment of all of the liabilities of the corporation, either dispose of all the assets of the corporation exclusively for one or more exempt purposes, within the meaning of section 501 (c) (6) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal
Revenue law (the "Code"), or distribute the assets to such organizations as shall then qualify as exempt organizations under the Code. Any such assets not so disposed of or distributed shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for purposes of the corporation or to such organizations, as said court shall determine, that are organized and operated exclusively for such purposes.
Notwithstanding any other provision of these bylaws, no director, officer, employee, or representative of the corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization described in section 501(c)(6) of the Code.
No contract or other transactions between the corporation and its directors or officers or between the corporation and any other corporation, firm, association, or entity in which its directors or officers are members, directors, or officers or are financially interested shall be either void or voidable because of the relationship or interest or because the director or officer is present at the meeting of the Board or of the committee of the Board that authorizes, approves, or ratifies such contract or transaction or because his or their votes are counted for such purpose, if either of the following apply:
The corporation shall indemnify its directors, officers, employees, and agents against expenses incurred in actions by third parties or by or in right of the corporation to the full extent permitted by and as provided in section
10-385of the Arizona Revised Statues.
The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her, in any such capacity or arising out of his or her, status as such, whether or not the corporation would have the power to indemnify him or her against such liability under this Article XIII of these bylaws.
These bylaws may be repealed, altered, or amended, or substitute bylaws may be adopted at any time by a majority vote of all members of the corporation. Such vote may be taken at either an Annual or a Special Meeting of the members. Notice of a vote on the bylaws shall be included in any notice given concerning the meeting.
The Board of Director of Automatic Fire Alarm Association of Arizona adopted the foregoing bylaws on April 11, 2025.
ARIZONA FIRE ALARM ASSOCIATION
David Shin
President