BYLAWS OF

ARIZONA SPECIAL DISTRICTS ALLIANCE

November 2024

Article I

The purpose for which the Arizona Special Districts Alliance (ASDA) is formed and the powers which it may exercise, are set forth in the Articles of Incorporation and these Bylaws. 

Article II

Section 1:     The Name of the corporation is the Arizona Special Districts Alliance. 

Section 2:     The principal office of the Alliance shall be 36710 West Papago Dr., Stanfield, Arizona, 85172, or such other place as the Board of Directors may determine. 

Article III

The fiscal year of the Alliance shall commence on January 1 and end on December 31 of each year. 

Article IV

Membership

Section 1:     Eligibility for membership. Membership in the Alliance shall be the following classes of members. 

(a)     Voting Members. Special Districts formed under Arizona Title 48, (ARS 48).  

Board eligibility. 

(b)     Associate/Individual Members. Non-Voting 

(c)     Professional Members. Non-Voting 

(d)     Federal/State/County Members. Non-Voting 

Section 2:     Delegates. Each voting member shall select a delegate and an alternate delegate to represent the member at the meetings of the Alliance provided the names of the delegates have been submitted to the Board of Directors or the Board’s representative prior to the annual meeting. 

Section 3:     Dues. Membership dues shall be determined by the Alliance’s Board of Directors. 

Section 4:     Liability of Members and Board. The property of the Members of the Alliance or of the Board shall be exempt from execution for the debts and liabilities of the Alliance. 

Article V

Meeting of the Members

Section 1:     Annual Meeting. The Annual Meeting of the Members of the Alliance shall be held at a time and place as determined by the Board of Directors. The order of business shall be: 

A.     Reading of the Notice of the Meeting 

B.     Call to Order 

C.     Report of delegates present and determination of a quorum 

D.     Reading an approval of minutes of the last annual meeting 

E.     Presentation of financial reports of the Alliance 

F.     Reports of Directors and Committees 

G.     Election of Directors  

H.     Old Business 

I.       New Business 

J.       Adjournment 

Section 2:     Special Meeting. Special meetings may be called by the President of the Alliance or any majority of Board of Directors. 

Section 3:     Notice of Meetings.  A written noticed shall be mailed or emailed to each member of the Alliance at the contact information shown on the books of the Alliance at least 10 days and not more than forty-five (45) days prior to the date of any Annual or Special meetings of the Members. 

Section 4:     Quorum. At any meeting of the Members, the Voting Members present shall constitute a quorum for the transaction of any business which may come properly before the meeting. Board Members may attend via phone or live media option. 

Section 5:     Voting. Each voting Member of the Alliance shall be entitled to one vote on each matter submitted to the delegates at each Annual Meeting or Special Meeting thereof. All matters presented to such Annual or Special Meeting shall be decided by a majority of the delegates present and entitled to vote. 

Section 6:     Committees. Each Special District type identified in the Articles of Incorporation shall form a committee to oversee district specific subjects, issues, and advocacy. Legislative and County Associate members shall have a committee. Committee Structure will be decided by the Board. 

Article VI

Board of Directors

Section 1:     Number and General Powers. The affairs of the Alliance shall be governed by a Board of Directors (Board) which shall number a total of three (3) Directors. Each Director shall serve a term of three (3) years or until a successor is elected. The Director’s term shall begin at the close of the Annual Meeting of the Membership at which they were elected. 

Section 2:     Election. The Directors shall be elected by a majority vote of the delegates. 

Section 2 (a):     Tie Breaker. In case of a tie vote for a Director, the Board in office at the time of the election shall, by secret vote, choose the Director(s) from among the tied Directors. 

Section 3:     Qualifications. Directors must be official representatives of voting Members of the Alliance. If an existing Director accepts employment with a District that is not a Member of the Alliance, but is eligible for membership, such Directors shall have a grace period of thirty (30) calendar days with which to secure the new District’s membership and written authorization to serve on the Alliance’s Board. If such membership and written authorization are not achieved, the Director shall resign from the Board and the seat declared vacant. 

Section 4:     Cause for Removal of Board or Members. All Members will have the responsibility of representing the Alliance in a positive and ethical manner to promote the mission and goals established by the Board and it’s Committees. Cause for removal are inappropriate action on specific priorities, violation of confidentiality with contacts, resources, legislators' and or discussion of concerns to promote their own or political agendas conflicting with advocacy for special districts. 

Section 5. Removal by Board. A Director may be removed by a majority vote of the Directors for just cause.   

Section 6:     Removal of Director by Membership. Any one or more Directors may be removed, with cause at any time by a 2/3 vote of the Alliance Membership at any special meeting called for such purpose. 

Section 7:     Resignation. Any member of the Board of Directors shall have the right to resign at any time by submitting a written resignation to the Board of the Alliance. 

Section 8:     Vacancies. Any vacancy occurring on the Board of Directors shall be filled without undue delay by a majority vote of the remaining Directors. Any vacancy created by a removal of a Director by the Membership shall be filled by the Members present at the special meeting which created the vacancy. 

Article VII

Meeting of the Board of Directors

Section 1:     Mandatory Meeting. There shall be at least one (1) meeting annually of the Board, which shall be held immediately after the Annual Meeting of the Members for the purpose of reorganization of the Board and to transact any other business of the Alliance. 

Section 2:     Special Meeting. Special Meeting of the Board of Directors may be held at any place and time when called by the President or any three (3) or more Directors with reasonable notice given to each Director. A waiver of such notice in writing either before, or after the time stated herein shall be deemed equivalent to such notice. 

Section 3:     Quorum. At all meetings of the Board, it shall take a majority of the Directors to constitute a quorum authorized to transact business. 

Section 4:     Participation by phone or virtually. Special Meetings of the Board, and any duly constituted committee, may be held by means of telephone or virtually. Participation in the meeting pursuant to this section shall constitute the presence in person of a Director or committee member, at such meeting. 

Section 4(a):     Lack of Quorum. In the event a quorum of the elected or appointed Directors cannot be formed in order for the body to conduct business, the meeting shall be rescheduled. 

Article VIII

Officers and Executives

Section 1:     Number. The Alliance shall have the as officers: President, Vice President, and a Secretary and any other officers as may be elected in accordance with the provisions of this article. The President and Vice President must be Directors of the Alliance. These officers shall be elected by the Board and no Director may hold more than one office. 

Section 2:     Election and Removal. The officers of the Alliance shall be elected at each annual meeting of the Board pursuant to Article VI, section 2, and may be removed by the Board at any time pursuant to Article VI, section 4. 

Section 3:     Term of Office. At each Annual Meeting of the Board, the Directors shall elect from their numbers the Alliance officers to serve from the end of that Annual Conference until the end of the next Annual Conference. 

Section 4:     President. The President shall preside at all meeting of the Board and membership. He or She shall generally perform all the duties which usually pertain to the office of President of the Alliance. The President may also sit on a committee. 

Section 5:     Vice President. In the absence of the President, the Vice President shall perform all the duties of the President. The Vice President shall also perform such other duties as may be prescribed by the Directors. The Vice President may also sit on a committee. 

Section 6:     Secretary/Treasurer. The Secretary/Treasurer shall perform, or ensure such duties are performed, the preparation and maintenance of the minutes of the membership and Board meetings, register of all Members of the Alliance and their delegates and alternate delegates, and all financial reports or audits of the Alliance. They may also sit on a committee. 

Section 7:     Administrative Director. The Board may appoint or employ an Administrative Director who shall be charged with the administration and management of the affairs of the Alliance, subject to review and direction by the Board. The Administrator may also sit on a committee. 

Article IX

Compensation of Officers and Directors

Section 1:     Compensation. No officer or Director of the Alliance shall be employees nor paid contractors. Except for actual reasonable expenses incurred of the Officers or Directors on the business of the Alliance, with the approval of the Board, may be reimbursed. The Administrative Director or other contractors will be selected by the Board and paid per contract terms.  

Article X

Power to accept donations

The Board shall have the power and authority to accept donations made to the Alliance for the furtherance of its purposes; provided, however, that the Board may reject any donation made upon a condition or restriction. If, at the discretion of the Board, the donation as so contained or restricted will not be in the best interest of the Alliance. 

Article XI

Amendments

These Bylaws may be amended by a majority vote of the delegates at any Annual Meeting of the Alliance, or any Special Meeting of the Alliance, provided notification of any proposed revision is made to the Members at least thirty (30) days prior to the Annual Meeting or Special Meetings at which the amendment would be voted upon. 

Article XII

Dissolution

In the event of dissolution of the Alliance, or in the event that it shall cease to carry out the objectives and purposes herein set forth, all the business, property, and assets of the Alliance shall go and be distributed to such nonprofit organizations of like purpose(s) as the Directors may select and designate.  In no event shall assets and property, in the event of dissolution, go or be distributed to Members, either for reimbursement of any sums subscribed, donated, or contributed by such Members, or for any other such purpose. 

Article XIII

The above Bylaws were duly adopted by the Arizona Special Districts Alliance on November 14, 2024