BY-LAWS
OF
PHOENIX INTERNATIONAL HERITAGE FESTIVAL
ARTICLE I NAME OF ORGANIZATION
Phoenix International Heritage Festival
Article II Purpose
Section 1. Non-Profit Purpose
A. The goals, objectives and operation of the Corporation shall be aligned to
ensure compliance with any laws pertaining to, and continuing eligibility for, the designation as a 501(C)(3) organization.
Section 2. Specific Purpose
A. To sponsor an annual multicultural-themed event known as the “Phoenix International Heritage Festival.”
Article III Membership
Section 1. Eligibility for Membership
A. Membership consists of volunteers from the community, serving on the Phoenix International Heritage Festival Steering Committee, hereinafter “PIHFSC,” that sponsors the Festival.
B. Members shall be a resident of Arizona over the age of 18 years.
C. Members may be sponsored by a current or former committee member.
D. Individuals who want to become members may approach the PIHFSC directly to initiate membership.
E. Prospective members shall be vetted for membership according to the requirements of the current Policies and Procedures, hereinafter “P&P.”
Section 2. Rights of Members
A. Each member of the PIHFSC shall be eligible to cast one vote on committee issues in committee meetings.
B. Proxy votes may be accepted for elections of Directors, Officers, Chairpersons, and other issues according to the current P&P.
Section 3. Resignation and Termination
A. Any member may resign by filing a written letter of resignation with the secretary. Such written resignation may be in the form of an e-mail message.
B. A member may have their membership terminated by a majority vote of the PIHFSC according to current P&P.
Article IV Meetings
Section 1. Regular Meetings
A. Regular meetings shall be held at such date and time as determined by the Chairman and/or Co-chairmen, hereinafter “co-chairs,” for any purpose and to transact any business as may properly come before the meeting.
Section 2. Wrap-up Meeting
A. An annual post-festival meeting comprised of the full membership of the PIHFSC shall be held for the purpose of reviewing reports of officers and committee heads at a date, time and location deemed convenient to the majority of the PIHFSC.
Section 3. Special Meetings
A. Special meetings may be called by a simple majority of the Board of Directors, hereinafter “BOD,” and the Executive Committee, hereinafter “EC,” as deemed necessary. Special meetings shall include the BOD, EC and other PIHFSC members as deemed necessary and relevant to the purpose of the meeting.
Section 4. Notification of Meetings
A. Notification of all meetings shall be given to all members of the PIHFSC no less than ten (10) days in advance by email, US mail, or text.
Section 5. Voting
A. All business of the PIHFSC shall be decided by a vote or by consensus and determined by a quorum present at a meeting.
B. A quorum for all meetings shall consist of a simple majority of the members present at the meeting.
Section 6. Meeting Agenda
A. An agenda for PIHFSC committee meetings shall be distributed in advance of the meeting. PIHFSC members shall be notified of issues outside standard agenda items that will be presented. The committee may approve new agenda items at the start of the meeting if notice was not able to be given.
ARTICLE V EXECUTIVE COMMITTEE
Section 1. General Powers
A. Organizational and logistical affairs of the corporation shall be managed by its EC.
B. The EC shall present any and all recommendations to the PIHFSC for approval.
Section 2. Meetings
A. Meetings of the EC shall be held at least twice a year for the purpose of planning/organizing the festival and for a post-festival review.
B. A majority of the EC present at a meeting shall constitute a quorum for the transaction of business.
Section 3. Special Meetings
A. Special Meetings of the EC may be called by, or at the request of, a Director or an Officer.
B. The EC may fix the date, time, and location of any special meeting called by them.
C. Notice of special meetings of the EC shall be given to each member by telephone, e-mail or text prior to the meeting in sufficient time to allow EC members to coordinate their schedules.
D. The Secretary shall keep minutes of all meetings of the EC. The minutes shall be distributed to the PIHFSC no later than the next meeting of the PIHFSC. In the absence of the Secretary, another member of the EC shall record and distribute the minutes.
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ARTICLE VI BOARD OF DIRECTORS
Section 1 Members
A Board of Directors of at least three people will serve in an advisory capacity for the PIHFSC.
The Board is responsible for assisting the PIHFSC in setting its goals, supporting the EC, and ensuring that the Corporation has adequate, well-managed resources at its disposal.
A member of the originating founder’s family Chakeia Johnson shall remain a member of the Board for the entirety of the festival’s existence. This shall remain true even if the festival name is changed. This is unremovable. If no family member is interested a position will be made available upon the family’s return.
ARTICLE VII OFFICERS
Section 1. Officers
A. The officers of this Corporation shall be a President, up to two Vice Presidents, a Treasurer, a Secretary, and such other officers as may be elected in accordance with the provisions of this Article.
Section 2 President
A. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He or she shall preside at all meetings of the EC. He or she may sign, with the Treasurer, or any other proper officer of the Corporation authorized by the EC, any deeds, mortgages, deeds of trust, bonds, contracts, or other instruments which the EC has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the EC or by these By-Laws or by statute to some other officer or agent of the Corporation; and in general, he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the EC from time to time.
Section 3 Vice President(s)
A. A Vice president shall fulfill the role of the President in the event of death, illness or other absence.
B. The President may designate one or more of the Vice Presidents to preside at meetings, oversee the work of committees, and assist with other duties of the President with the exception of fiduciary and legal duties.
Section 4 Treasurer
A. If required by the EC, the Treasurer shall give a bond for the faithful discharge of their duties in such sum and with such surety or sureties as the EC shall determine
B. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever; and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Corporation; serve as the Treasurer of the PIHFSC; and in general, perform all the duties incidental to the office of Treasurer and such other duties as from time to time may be assigned to them by the EC.
Section 5 Secretary
A. The Secretary shall keep the minutes of the meetings of the EC and see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the Corporate records and of the seal of the Corporation; keep a register of the contact information of each PIHFSC member which shall be furnished to the Secretary by such Member; serve as the Secretary of the PIHFSC; and in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to them by the EC.
B. The EC Secretary may also serve as the Secretary of the PIHFSC if he/she
volunteers to assume that responsibility and is approved by the committee.
Section 6 Election of Officers
A. The officers of the Corporation shall be elected by the PIHFSC at a regular meeting in accordance with the current P&P.
B. New officers as deemed necessary may be created and elected at any meeting of the PIHFSC.
C. Each officer shall hold office for a term of three (3) years and may be re- elected for an additional three (3) year term.
D. In the absence of a nominee or nominees for a given position, the current office holder may be elected for one (1) additional year.
Section 7 Removal from Office
A. Any officer elected or appointed by the PIHFSC may be removed by the vote of a majority of the PIHFSC when, in its judgment, the officer is not fulfilling their duties as set forth in the By-laws and/or the current P&P.
Section 8 Vacancies
A. A vacancy in any office because of death, resignation, removal, dis-
qualification, or otherwise, shall be filled by the PIHFSC in accordance with the election processes set forth in the current P&P.
ARTICLE VIII PIHFSC STRUCTURE
Section 1 Chairpersons
A. Chairpersons of the PIHFSC shall be elected by the PIHFSC at a regular meeting in accordance with the current P&P.
B. The Treasurer of the EC shall serve as Treasurer of the PIHFSC.
C. The Secretary of the EC shall serve as Secretary of PIHFSC, in the absence of the Secretary a member of the EC or a volunteer of the PIHFSC may serve with approval of the PIHFSC working in according to the current P&P.
Section 2 Working Committees
A. Working committees may be created by the PIHFSC for purposes of organizing the Phoenix International Heritage Festival and shall be defined in the current P&P.
B. Core Committee
The head (also referred to as the coordinator) of each working committee shall be considered a core committee member as defined in P&P. Core Committee members shall work in coordination with co-chairs.
C. The coordinator and members of each working committee may rotate positions within that committee from year to year. Bi-annually is preferred so a seasoned chair has control for a consecutive amount of time easing the need for strenuous continual training.
D. Vacancies in the membership of any working committee may be filled by a volunteer from, and approved by, the PIHFSC.
E. Each working committee of the PIHFSC must have any rules, actions, or decisions approved by the PIHFSC.
ARTICLE IX CONTRACTS, CHECKS, DEPOSITS & FUNDS
Section 1 Contracts
A. The EC may authorize any officer(s), agent(s) or representative(s) of the Corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation.
Section 2 Checks, Drafts, etc.
A. All checks, drafts, or orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer(s) or agent(s) of the Corporation and in such manner as shall from time to time be determined by the EC.
B. In the absence of such determination, said instruments shall be signed by the Treasurer and countersigned by a person so designated by the President of the Corporation.
Section 3 Deposits
A. All funds of the Corporation shall be deposited by the Treasurer from time to time to the credit of the Corporation in such banks or other depositories as the EC may elect.
Section 4 Gifts
A. The EC may accept on behalf of the Corporation, any contribution, gift, or bequest, for the general purpose(s), or any special purpose(s), of the Corporation.
B. Such gift(s), etc., are the property of the Corporation and to be used for purposes of the Phoenix International Heritage Festival.
C. The donor may allocate the contribution to a specific purpose(s).
D. All contributions, gifts, bequests, etc., shall be disclosed to the PIHFSC.
ARTICLE X BOOKS AND RECORDS
Section 1
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the BOD, EC, and the PIHFSC, and any other meetings, and shall keep a record giving the names and addresses of the PIHFSC members.
Section 2
Meeting minutes shall be kept in an electronic storage file and disclosed only to EC and PIHFSC. Such minutes shall include the PIHFSC Treasurer’s report.
ARTICLE XI FISCAL YEAR
The Fiscal Year of the Corporation shall begin on the first day of July and end on the last day of June in each year.
ARTICLE XII WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Laws of Arizona, or under the provisions of the Articles of Incorporation, or the By-Laws of the Corporation, 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. Signature to the minutes of any such meeting of the EC by and EC member may serve in lieu of a waiver.
ARTICLE XIII AMENDMENTS TO BY-LAWS
Upon proposal of the EC or the PIHFSC, these By-laws may be altered, amended, or repealed in whole or part by a majority vote at any meeting of the PIHFSC, provided that a copy of the amendment proposed for consideration was provided to each member of the PIHFSC at least thirty (30) days prior to the date of the meeting upon which the PIHFSC will vote on the amendment. Such voting process shall be completed in accordance with the current P&P.
ARTICLE IX ADOPTION OF BY-LAWS
These By-laws were adopted and approved by a vote of the majority of the PIHFSC at a regular meeting held on the __________ day of ______________________, 20____.