THE GROUNDWATER AWARENESS LEAGUE, INC. ARTICLE I: CORPORATION 1. Purpose: These bylaws for Groundwater Awareness League, Inc., an Arizona non-profit corporation, are adopted by action of the board of Directors (“Board”). Groundwater Awareness League is created for charitable and educational purposes related to the conservation and preservation of groundwater in Arizona, such activities being exclusively for research and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended. 2. Principal Office: The principal office of Groundwater Awareness League shall be located at 188 Calle del Año, Green Valley, Arizona. The League may also maintain additional offices at such other place or places within the State of Arizona, as may be designated from time to time by the Board, and the business of Groundwater Awareness League may be transacted at such other offices with the same effect as that conducted at the principal office. ARTICLE II: MEMBERS Groundwater Awareness League does not have members because the focus of its activities in any one region will be short-term and will move from area to area. In addition, GAL is serving retirement communities on a fixed income and rural areas with low income who may not have funds for memberships. ARTICLE III: BOARD of DIRECTORS 1. Number: The Board shall consist of not more than six members. At each annual meeting the Board may determine, by majority vote, the number of Directors for the succeeding year. Each Director shall hold office until a successor is elected, until his/her death, or until his/her resignation or removal, subject to the limitation of Article III (3) below. 2. Election of Directors: Directors shall be elected by a majority vote of the Board. Vacancies or newly created directorships shall be filled by a majority vote of the remaining directors then in office. 3. Term: Directors shall be elected for a term of four (4) years. 4. Powers: Except as expressly set forth in the Articles of Incorporation, or by statute, all of the powers and duties of Groundwater Awareness League shall be executed by the Board, including those existing under common law, statute and the Articles of Incorporation of Groundwater Awareness League, Inc. 5. Annual Meetings: The annual meeting of the Board shall be held in May at such time and place as shall be fixed by the Directors, for the purpose of electing Directors if necessary, or for such other business as may come before the annual meeting. 6. Meetings: Regular meetings of the board shall be held not less than every three months. Special meetings may be called by the President or Secretary, as necessary, with three (3) days notice to each director. 7. Quorum: A minimum of three members of the Board of Directors shall constitute a quorum. 8. Removal: Any Director may be removed from office by the vote of two-thirds (2/3) of the total Board members present at a regular meeting, or at a special meeting called for that purpose. 9. Compensation: Directors shall receive no compensation for their services. Directors may be reimbursed, however, for their actual expenses incurred in the performance of their duties. 10. Conflict of Interest: No member of the Board of Directors, or any of its Committees, shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation with the Groundwater Awareness League (GAL). Each individual shall disclose to the GAL any personal interest which he or she may have in any matter pending before GAL and shall refrain from participation in any decision on such matter. 11. Annual Statements: All officers, director and any committee members shall annually sign a statement that affirms that each person: 12. Financial reviews: GAL will practice an open-book policy in regard to all financial matters. All financial documents, including annual reports and budgets will be posted on the website for review by anyone at any time. ARTICLE IV: OFFICERS 1. Designation of Titles: The officers of Groundwater Awareness League shall be chosen by the Board and consist of a President, Vice-President, Secretary and Treasurer. 2. Appointment of Officers: The board shall elect officers at its annual meeting. All officers shall serve for a term of four years. Officers may serve four (4) consecutive terms. 3. Compensation: Officers shall receive no compensation for their services; however, officers may be reimbursed for their actual expenses incurred in the performance of their duties upon approval of a majority of the Board of Directors. 4. Vacancies: A vacancy in any office due to death, resignation, removal, disqualification, or otherwise may be filled by the board at any time. 5. President: The President shall preside at all meetings of the Board. The President shall sign all contracts and agreements or other instruments requiring execution on behalf of Groundwater Awareness League, Inc., and shall act as the operating and directing head of Groundwater Awareness League subject to policies established by the board. 6. Vice-President: The Vice-President shall perform such duties as are assigned. The Vice-President shall have all the powers and duties of the President when presiding at meetings in the President's absence. 7. Secretary: The Secretary shall keep the minutes of all meetings of the board. The secretary shall provide all notices to board members as may be required and shall have charge of all books and records of Groundwater Awareness League except the books of account. 8. Treasurer: The Treasurer shall have general custody of all the funds and securities of Groundwater Awareness League, Inc. He/she shall see to the deposit of Groundwater Awareness League’s funds in such bank or banks as designated by the Board. Regular books of account shall be kept under the Treasurer’s direction and supervision and the Treasurer shall provide financial statements to the President and Directors at proper times. The Treasurer shall have charge of the preparation of such reports, financial statements, and returns as may be required by law. ARTICLE V: COMMITTEES 1. Committees: The Board shall establish all committees. 2. Standing Committees: Groundwater Awareness League, Inc. shall establish ad hoc committees as necessary including, but not limited to, a Legal Committee, a Technical Committee, a Fundraising Committee, a Communications/Media Committee, and a Coordinator/Oversight Committee, which may be activated by the Board as needed ARTICLE VI: EXECUTIVE DIRECTOR The Board, by majority vote, may hire an Executive Director to conduct such business the Board deems appropriate. The Executive Director, who may also be a Board member, will be compensated as determined by the Board and will serve under the direction of the Board. ARTICLE VII: INDEMNIFICATION The Groundwater Awareness League, Inc. may, by majority vote of the Board, to the maximum extent permitted by Arizona law (A.R.S. Title 10 Corporations and Associations, Chapter 31 Directors and Officers, Non-profit Corporations), indemnify, defend and hold harmless a director, officer, an employee or agent against any and all claims, suits, damages, costs, losses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, arising out of the director, officer, employee or agent's actions in furtherance of The Groundwater Awareness League’s purposes, if the director, officer, employee or agent acted in good faith and in a manner he/she reasonably believed to be in the best interests of The Groundwater Awareness League and, in the case of criminal proceedings, had no reasonable cause to believe his/her conduct was unlawful. For the purposes of this Article, “agent” means any person who is or was a director, officer, employee or other agent of Groundwater Awareness League. The Board has the power to purchase and maintain insurance for the purposes of indemnification. ARTICLE VIII: REPEAL These bylaws may be repealed, altered or amended at any time by a majority of the Board of Directors. ARTICLE IX: DIRECTOR LIABILITY No director shall be personally liable to The Groundwater Awareness League except to the extent that the provisions of Arizona law prohibit such limitation of liability, including but not limited to A.R.S. §10-3830, prohibiting limitation of director liability for a) any breach of the director's duty of loyalty to the corporation or to its members; b) acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law; c) any transaction from which the director derived an improper personal benefit; and d) a violation of A.R.S. §l0-3833. CERTIFICATE OF SECRETARY I hereby certify that the foregoing copy of the Bylaws is a true and correct copy of the Bylaws of Groundwater Awareness League as the same were adopted by the Board of Directors. DATED this 26th day of May, 2005 s/Nancy Freeman |