BYLAWS OF THE NATIVE AMERICAN BAR ASSOCIATION OF ARIZONA
ARTICLE I OFFICES
The principal office of the Native American Bar Association of Arizona ("Association") shall be the business office of the President of the Association. The complete name of the Association or its abbreviation ("NABA-AZ") shall be used in all transactions of official business of the Association.
ARTICLE II PURPOSES
The purposes of the Association are to represent and to advocate the interests of Native American attorneys and their communities; to foster fellowship between the members of the Association and other members of the legal profession; to encourage and promote the professional growth and development and good standing of the members of the Association; to advance and improve the practice of Indian law; to develop and encourage fellowship and cooperation with other organizations of minority attorneys; to conduct activities and programs that expand the educational, employment and other opportunities available to Native Americans, Native Hawaiians, and Alaska Native attorneys in Arizona; to grant educational scholarships to Native American, Native Hawaiian and Alaska Native students interested in pursuing the study of law at educational institutions located in Arizona; to promote tribal sovereignty; and to engage in any other activity not otherwise prohibited to it by law or regulation. These activities shall be carried out to the extent and in such manner that they further the purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended or superseded from time to time.
ARTICLE III MEMBERSHIP AND DUES
Section 1 Classes of Members. The membership of the Association shall consist of general members, associate members, student members and honorary members.
Section 1.1 General Members. A General Member must be recognized by a Native community as being a Native American, Native Hawaiian, or Alaska Native and must also be a licensed attorney, judge, or a tribal court practitioner admitted in good standing in a tribal court in Arizona.
Section 1.2 Associate Members. An Associate Member is a person not eligible for general membership but who is otherwise engaged in the practice or study of Indian law or supports the purposes of NABA-AZ as set forth in Article II.
Section 1.3 Student Members. A Student Member is any student engaged in the study of the law in an institution accredited by American Bar Association.
Section 1.4 Honorary Members. An Honorary Member is any other person who has an interest in Indian law who, upon the written nomination of a General Member, is invited for honorary membership by a majority vote of the Board of Directors.
Section 2 Admission to Membership. Except in the initial election of members, all applicants for membership shall file with the Secretary or Treasurer a written application in such form as the Board of Directors or Treasurer shall from time to time determine. Membership shall be effective upon acceptance of the application by the Board and upon payment of the applicable dues.
Section 3 Rights and Privileges. All members in good standing are entitled to all rights and privileges of membership except that only General Members of the Association shall have the right to vote and to hold office. All matters present and before the Association shall pass by vote of a majority of the members of the Association entitled to vote, either in person or by proxy, unless a higher percentage is required by these Bylaws or by law.
Section 4 Suspension or Termination of Membership.
Section 4.1 The Board of Directors, by an affirmative vote of two-thirds (2/3) of the Directors present, may suspend or terminate the membership of any member for cause after an appropriate hearing.
Section 4.2 The Board of Directors by a majority vote may suspend or terminate the membership of any member who is not in good standing within the meaning of Article III, Section 6 of these Bylaws.
Section 5 Withdrawal from Membership. Any member may withdraw his or her membership in the Association by submitting a letter of resignation to the Secretary, provided, however, that such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges heretofore accrued and unpaid. The withdrawing member shall not be eligible for a refund of any membership dues. Providing that the withdrawing member was in good standing at the time of resignation, such member shall be eligible to reapply for membership at any time.
Section 6 Members in Good Standing. A member in good standing is a member of the Association whose annual dues are not more than sixty (60) days in arrears. A member not in good standing may be reinstated by payment of the current annual dues and any and all assessments which were levied or became due while such person was a member in good standing.
Section 7 Membership Dues.
Section 7.1 The Board shall determine from time to time the membership dues for each class of members and shall notify the members of the Association of any changes not less than thirty (30) days before the due date.
Section 7.2 Dues shall be payable upon admission to membership in the Association, and annually thereafter by January 31 of each year. 3
Section 7.3 The Board may remit or waive the dues’ requirement for any member in whole or in part, in its sole discretion.
Section 8 Transfer of Membership. Membership in the Association is not transferable or assignable.
ARTICLE IV MEMBERSHIP MEETINGS
Section 1 Annual Meeting. An annual meeting of the members shall be held each calendar year at a time and place prescribed by the Board for the purpose of nominating Directors and Officers and for the transaction of such other business as may come before the meeting.
Section 2 Special Meetings. Special meetings of the members may be called by the President, the Board, or upon written request to the Board by not less than one-third (1/3) of the members of the Association entitled to vote.
Section 3 Notice of Meetings. Written or electronic notice stating the place, date, and hour of any meeting of members, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered by the Secretary to each voting member not less than five (5) nor more than sixty (60) days before the date of such meeting. If mailed; notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at the address for such member as it appears on the records of the Association at least five (5) days before the meeting. If sent electronically, notice of meeting shall be delivered when sent to the member at the e-mail address for such member as it appears on the records of the Association at least five (5) days before the meeting.
Section 4 Unanimous Consent in Lieu of Meeting. Any action to be taken at any annual or special meeting of the members of the Association entitled to vote, or any other action which may be taken at a meeting of the members of the Association entitled to vote, may be taken without a meeting and without a vote, if a consent in writing setting forth the action so taken, shall be signed by all of the members entitled to vote.
Section 5 Quorum. At all meetings of the Board of Directors, a majority of Directors in office at any time shall constitute a quorum for the transaction of business, and the act of a majority of the voting Directors present at a meeting where there is a quorum present shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, by the Articles of Incorporation, or by these Bylaws. Each Director shall have one equal vote. Emeritus Directors shall be counted for purposes of a quorum only when they are present at any meetings.
Section 6 Fixing Record Date for Voting. For the purpose of determining voting members, or in order to make a determination of members for any other proper purpose, the Board may fix in advance a date as the record date for any such determination of members, such date in any case to be not more than sixty (60) days and, for a meeting of members, not less than ten (10) days, immediately preceding such meeting. If no record date is fixed for the determination of voting members, the date on which notice of the meeting is mailed shall be the record date for such determination of members of the Association entitled to vote.
ARTICLE V BOARD OF DIRECTORS
Section 1 General Powers. The property, affairs, and business of the Association shall be managed and directed by its Board of Directors. The Board of Directors shall set policy, appoint officers, and perform its duties as set forth herein.
Section 2 Number, Term. The Board of Directors shall be composed of no less than five (5) and no more than twelve (12) members, of which no more than two (2) members may hold the designation of Emeritus Directors (each, a "Director”). Directors shall be divided into two groups, as nearly equal in number as possible, serving two-year terms, and the terms of office of half of the Directors shall expire each year. Whenever the Board of Directors shall by resolution increase or decrease the number of Directors, such increase or decrease shall be arranged so that, as nearly as possible, the terms of office of one half of the Directors shall continue to expire each year thereafter. Directors shall be elected by a vote of two-thirds (2/3) of the Directors then in office and whose directorships are not subject to expiration in such year. The term of office of each Director shall commence upon the election of each applicable Director.
a. Emeritus Directors shall be a member that has previously served as a Director and demonstrated leadership or significant contributions to the stated purposes of the Association. Emeritus Directors shall serve at the discretion of the Board of Directors and shall not be subject to the two-year term limit. Emeritus Directors may vote at meetings and shall be included as a Director for purposes of determining whether there is a majority of Directors to establish a quorum. In the event an Emeritus Director does not attend a meeting, the Board of Directors shall not consider the Emeritus Director a Director for purposes of determining whether there is a majority of Directors to establish a quorum.
Section 3 Resignation, Removal, Vacancies. A Director may resign at any time. A Director may be removed, with or without cause, upon the majority vote of the General Members or upon the vote of two-thirds (2/3) of the Directors then in office. In the event of the resignation, removal or other vacancy of a Director, said directorship shall be deemed vacated and may be filled by a person designated by the Board of Directors, if any.
Section 4 Location and Conduct of Meetings and Minutes. The Board of Directors may hold meetings, both regular and special, either within or without the State of Arizona. The minutes of any meeting shall be taken by the Secretary and be available to the General Members.
Section 5 Annual Meetings. The annual meeting of the Board of Directors for the purpose of electing Directors and Officers and transacting such other business as may be brought before the meeting shall be held each year, but in no event shall the annual meeting be held later than twelve (12) months after the previous annual meeting.
Section 6 Qualifications of Directors. In considering potential Directors, the Board of Directors shall be guided, but not bound, by the purposes and strategic interests of the Association as follows:
a. The Board of Directors shall consist of General Members in good standing with the Association;
b. The Board of Directors should include persons who can address and support the distinct, unmet needs of the Association;
c. The Board of Directors should consider persons with leadership skills demonstrated by successful participation in an Association committee, another bar association, experience on the board of directors of other nonprofit organizations, or other community efforts; and
d. The Board of Directors should seek persons who can commit to participate fully and even aggressively on behalf of the Association. The ability to attend Board meetings, the willingness to serve on Board committees, the desire to achieve good working relations with the Board of Directors and Officers and the commitment individually to take such steps as are necessary to promote the mission of the Association shall be measures of the requisite participation.
Section 7 Other Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as may be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the President or by any two members of the Board of Directors.
Section 8 Notice of Meetings. Notice of the time and place of all such meetings shall be given to each member of the Board of Directors by telephone, mail, fax or e-mail, in person or by other reasonable means at least two days before the meeting. Any member of the Board of Directors may execute a waiver of notice either before or after any meeting, and shall be deemed to have waived notice if he or she is present at such meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be stated in the notice or waiver of notice of such meeting.
Section 9 Consent of Directors. 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 of Directors thereof may be taken without a meeting, if a majority of the Board of Directors consents thereto in writing, setting forth the action so taken, and the writing or writings are filed with the minutes of the proceedings of the Board. Such consent shall have the same force and effect as an affirmative vote of the Board of Directors.
Section 10 Compensation of Directors. Directors shall not be entitled to any compensation for their services as Directors or members of any committee of the Board of Directors, except that by resolution of the Board of Directors, a Director shall be allowed reimbursement for any reasonable expenses incurred on behalf of the Association and expenses, if any, for attendance at each meeting of the Board.
ARTICLE VI OFFICERS
Section 1 Number and Qualifications of Officers. The officers of the Association shall include a President, a President-Elect, a Secretary and a Treasurer, and such other positions as created from time to time by the Board of Directors (each, an "Officer" and collectively, "Officers").
Section 2 Election and Term of Office. Officers shall be appointed by the Board of Directors, provided that all Officers explicitly designated under Section 3 herein shall be chosen from among the Directors. The Board of Directors may, in its sole discretion, create and appoint additional Officers from among the Board of Directors or the General Members. Officers shall serve for a term of one year unless removed pursuant to Section 6 or their successors are appointed.
Section 3 Duties. The duties of the officers shall include the following:
a. The President shall be the senior executive officer of the Association, who shall have general and active management of the Association, see that all orders and resolutions of the Board of Directors are carried into effect. The President and Officers designated by the President shall have the power and authority to execute all contracts requiring a seal, under the seal of the Association, except where the execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Association.
b. The President-Elect shall assist the President in his/her duties and perform any other duties as needed to carry out the purposes of the Association. In the absence of the President, the President-Elect shall exercise the powers of the President.
c. The Secretary shall record the minutes of the meetings of the General Members and of the Board of Directors, see that all notices are duly given in accordance with the provisions of these Bylaws, be custodian of the Association records, and perform such duties as from time to time may be assigned to him/her by the President or the Board of Directors.
d. The Treasurer shall keep full and accurate accounts of receipts and disbursements of the Association; collect all funds due the Association and disburse funds as required to meet the obligations of the Association; keep the funds of the Association in a separate account to the credit of the Association, unless the Board of Directors provides otherwise; and render to the President and the Board of Directors, as requested by them but not less than once a year, regular reports of all transactions and of the financial condition of the Association and perform any other duties prescribed under the law. The Treasurer shall perform such duties as from time to time may be assigned to him/her by the President or the Board of Directors.
Section 4 Compensation of Officers. Officers shall not be entitled to any compensation for their services as Officers, except that by resolution of the Board of Directors, an officer shall be allowed reimbursement for any reasonable expenses incurred on behalf of the Association and expenses, if any, for attendance at each meeting of the Officers.
Section 5 Resignations. Any Officer may resign such position at any time, such resignation to be made in writing and to take effect from the time of its receipt by the Association, unless some other time may be fixed in the resignation, and then from that date. If an Officer resigns, said Officer will be deemed to resign his or her position on the Board of Directors, if any; and if a Director resigns, said Director shall be deemed to resign his or her position as an Officer, if any. Acceptance of the resignation by the Board of Directors shall not be required to make it effective.
Section 6 Removal. One or more or all Officers may be removed with or without cause by the affirmative vote of a majority of the Board of Directors.
Section 7 Filling Vacancies. If the office of any Officer becomes vacant by reason of death, resignation, disqualification or otherwise, the remaining members of the Board of Directors, although less than a quorum, by a majority vote may choose a successor or successors who shall hold office for the unexpired term.
ARTICLE VII COMMITTEES
The Association shall provide, through the action of the Board, for the creation and dissolution of such committees as the Board may authorize or deem necessary or helpful to carry out the express purposes of the Association or for such organizational functions as the Board may determine.
ARTICLE VIII CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 1 Contracts. The Board may authorize any Officer or Officers, agent or agents of the Association, in addition to the Officers so authorized by these Bylaws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 2 Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such Officer or Officers, or agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board such instruments shall be signed by the Treasurer and countersigned by the President or the President-Elect of the Association.
Section 3 Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositaries as the Board may select.
Section 4 Gifts. The Board may accept on behalf of the Association any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Association. The Board may adopt any convenient means whereby gifts, donations, bequests and devices from members and others, to be used, in furthering the activities and objects of the Association, may be received, held, administered and disposed of.
Section 5 Net Earnings. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its Directors, Officers, members or other private persons, except that the Association be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Bylaws.
Section 6 Dissolution of the Association. Upon the dissolution of the Association, the Board shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association in such manner or to such organization or organizations organized or operated exclusively for purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue law) as the Board shall determine.
ARTICLE IX BOOKS AND RECORDS
The Association shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, Board, and committees having any of the authority of the Board, and shall keep at the office of the Secretary a record giving the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any member, or their agent or attorney for any proper purpose and at any reasonable time.
ARTICLE X FISCAL YEAR
The fiscal year of the Association shall be the calendar year.
ARTICLE XI WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Act or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII AMENDMENTS
The power to alter, amend, or repeal these Bylaws or adopt new bylaws shall be vested in the Board unless otherwise provided in the Articles of Incorporation or these Bylaws. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. The Bylaws may contain any provisions for the regulation and management of the affairs of the Association not inconsistent with law or the Articles of Incorporation.
ARTICLE XIII INDEMNIFICATION OF OFFICERS AND DIRECTORS, EMPLOYEES AND AGENTS
Section 1 Debts. The members of the Association shall not be personally liable for the debts, liabilities or obligations of the Association.
Section 2 Actions against Directors. The Association shall indemnify, to the fullest extent permitted by the Arizona Nonprofit Corporation Code, and if applicable, Section 4941 of the United States Internal Revenue Code of 1986, as amended, any individual made a party to a proceeding because such individual is or was a Director, against liability incurred in the proceeding, if such individual acted in a manner such individual believed in good faith to be or not opposed to the best interests of the Association and, in the case of any criminal proceeding, such individual had no reasonable cause to believe such individual's conduct was unlawful. For purposes of this Article, the terms "party," "proceeding," "director" and "liability" shall have the meanings given to them in the provisions of the Arizona Nonprofit Corporation Code which govern the indemnification of directors.
Section 3 Advance for Expenses of Directors. The Association shall pay for or reimburse the reasonable expenses incurred by a Director who is a party to a proceeding, in advance of final disposition of the proceeding, if:
a. The Director furnishes the Association a written affirmation of the Director's good faith belief that the Director has met the standard of conduct set forth in Section 2 above; and
b. The Director furnishes the Association a written undertaking, executed personally or on the Director's behalf, to repay any advances if it is ultimately determined that the Director is not entitled to indemnification.
The written undertaking required by Section 3(b) above must be an unlimited general obligation of the Director but need not be secured and may be accepted without reference to financial ability to make repayment.
CONFLICT OF INTEREST
Section 1 Compliance. No director, officer or member of a committee may engage in any excess benefit transaction as defined in Section 4958 of the Internal Revenue Code of 1986, as amended. The Board has adopted appropriate policy and procedures to implement this Section, and such policy and procedures may only be amended by the same vote required to amend these Bylaws.
Section 2 Disclosure. Any director or officer for whom there may exist a conflict of interest shall disclose such possible conflict of interest to the Board.
Section 3 Recusal. No director shall discuss or vote on any matter which would involve a conflict of interest. Any director for whom there may exist a conflict of interest shall refrain from discussion or vote on any such matter, and shall not be physically present in the room at the time any vote is taken thereon.
Section 4 "Conflict of Interest." The term "conflict of interest" includes, without limitation, the reasonable possibility that the matter involves an arrangement to provide compensation or any financial or tangible benefit or payment, directly or indirectly, to a director or any other "interested person" (including a person or entity related to or controlled by a director), or otherwise as defined in Section 4958 of the Internal Revenue Code. In the event that there is a question whether a conflict exists, the issue shall be addressed in accordance with the Association’s Conflict of Interest Policy. A matter does not involve a "conflict of interest" merely because a director of the Association serves on the board of another non-profit organization that will be giving a grant to, or receiving a grant from, the Association.
Approved on the 29th of January 2008 by the Board of Directors and amended on the 19th of March 2013 and the 23rd of May 2014.
NATIVE AMERICAN BAR ASSOCIATION OF ARIZONA
CONFLICT OF INTEREST POLICY
I hereby affirm that I have received a copy of the Native American Bar Association of Arizona Conflict of Interest Policy. I have read and understand the policy; and I agree to fully comply with the policy.
Promoting the development of Indian attorneys while advancing and improving the practice of Indian law in Arizona.