TPW3 Bylaws
ARTICLE I.
OFFICES
The principal office of the
corporation shall be located in the City of Tucson, County of Pima, State of
Arizona. The corporation may have such other offices, either within or without
the State of Arizona as the Board of Directors may determine from time to time.
ARTICLE II.
MEMBERS
Section 1. Classes of
Members. The corporation shall have one class of members.
Section 2. Transfer of
Membership. Membership in this corporation is not transferable or assignable
except as provided in the Articles of Incorporation.
ARTICLE III.
MEETING OF MEMBERS
Section 1. Annual Meeting.
An Annual meeting of the members shall be held on the third Tuesday in the month
of January in each year, beginning with the year 1984 at the hour of 7:00
o'clock P.M. for the purpose of electing Directors and for the transaction of
such other business as may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday in the State of Arizona, such meeting
shall be held on the next succeeding business day. If the election of Directors
shall not be held on the day designated herein for any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the members as soon thereafter as conveniently may be.
Section 2. Special Meetings.
Special meetings of the members may be called by the President, the Board of
Directors or not less than one-tenth of the members having voting rights.
Section 3. Place of
Meeting. The Board of Directors may designate any place, within the County of
Pima, State of Arizona as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. If no designation is made or
if a special meeting be otherwise called, the place of meeting shall be the
registered office of the corporation in the State of Arizona; but if all the
members shall meet at any time and place, either within or without the State of
Arizona, and consent to the holding of a meeting, such meeting shall be valid
without call or notice, and at such meeting any corporate action may be taken.
Section 4. Notice of
Meetings. Written or printed notice stating the place, day and hour of any
meeting of members shall be delivered, either personally or by mail, to each
member entitled to vote at such meeting, not less than five nor more than fifty
days before the date of such meeting, by or at the direction of the President,
or the Secretary, or the officers or persons calling the meeting. In case of a
special meeting or when required by statute or by these bylaws, the purpose or
purposes for which the meeting is called shall be stated in the notice. If
mailed, the notice of a meeting shall be deemed to be delivered when deposited
in the United States mail addressed to the member at his address as it appears
on the records of the corporation, with postage thereon prepaid.*
Section 5. Informal
Action by Members. Any action required by law to be taken at a meeting of the
members, or any action which may be taken of members, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members entitled to vote with respect to the subject matter
thereof.
Section 6. Quorum. The members holding one-fifth of the votes which may be cast
at any meeting shall constitute a quorum at such meeting. If a quorum is not
present at any meeting of members a majority of the members present may adjourn
the meeting from time to time without further notice.
Section 7.
Proxies. At any meeting of members, a member entitled to vote may vote by proxy
executed in writing by the member or by his duly authorized attorney-in-fact. No
proxy shall be valid after eleven months from the date of its execution unless
otherwise provided in the proxy.
* Notice of Meetings for the
purpose of special assessments or for the amendment of annual assessments shall
be given in accordance with the Amended Declaration of Covenants, Conditions and
Restrictions as recorded in the Office of the Pima County Recorder in Book 5838
at page 0306.
Section 8. Manner of Acting. A majority of the votes entitled to
be cast on a matter to voted upon by the members present or represented by proxy
at a meeting at which a quorum is present shall be necessary for the adoption
thereof unless a greater proportion is required by law or by these bylaws or by
the articles of incorporation.
Section 9. Voting by Mail. Where
Directors or officers are to be elected by members or any class or classes of
members such election may be conducted by mail in such manner as the Board of
Directors shall determine.
ARTICLE IV.
BOARD OF DIRECTORS
Section 1. General Powers.
The affairs of the corporation shall be managed by its Board of Directors.
Directors need not be residents of the State of Arizona or members of the
corporation.
Section 2. Number, Tenure and Qualification. The number of
Directors shall be not less than three (3) nor more than eleven (11). Each
Director shall hold office until the next annual meeting of members and until
his successor shall have been elected and qualified.
Section 3. Regular Meetings. A
regular annual meeting of the Board of Directors shall be held without other
notice than this bylaw, immediately after, and at the same place as, the annual
meeting of members. The Board of Directors may provide by resolution the time
and place, either within or without the State of Arizona, for the holding of
additional regular meetings of the Board without other notice than such
resolution.
Section 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any two
Directors. The person or persons authorized to call special meetings or the
Board may fix any place, either within or without the State of Arizona as the
place for holding any special meeting of the Board called by them.
Section 5. Notice. Notice of
any special meeting of the Board of Directors shall be given at least five (5)
days previously thereto by written notice delivered personally or sent by mail
or telegram to each Director at his address as shown by the records of the
corporation. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail in a sealed envelope so addressed, with
postage thereon prepaid. If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
Any Director may waive notice of any meeting. The attendance of a Director at
any meeting shall constitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board need be specified in the notice or
waiver of notice of such meeting, unless specifically required by law or by
these bylaws or by the Articles of Incorporation.
Section 6. Quorum. A majority of
the Board of Directors shall constitute a quorum for the transaction of business
at any meeting of the Board, but if less than a majority of the Directors are
present at said meeting, a majority of the Directors present my adjourn the
meeting from time to time without further notice.
Section 7. Manner of Acting. The
act of a majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors unless the act of a greater
number is required by law or by these bylaws or by the Articles of
Incorporation.
Section 8. Vacancies. Any vacancy occurring in the Board of
Directors and any directorship to be filled by reason of an increase in the
number of Directors may be filled by the affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office.
Section 9. Compensation.
Directors as such shall not receive any stated salaries for their services, but
by resolution of the Board of Directors a fixed sum and expenses of attendance
if any, may be allowed for attendance at each regular or special meeting of the
Board; but nothing herein contained shall be construed to preclude any Director
from serving the corporation in any other capacity and receiving compensation
therefore.
Section 10. Informal Action by Directors. Any action required by law to be taken
at a meeting of Directors, or any action which may be taken at a meeting of
Directors, may be taken without a meeting if a consent in writing, set forth the
action so taken, shall be signed by all of the Directors.
ARTICLE V.
OFFICERS
Section 1. Officers. The
officers of the corporation shall be a President, one or more Vice-Presidents,
(the number thereof to be determined by the Board of Directors), a Secretary, a
Treasurer, and such other officers as may be elected in accordance with the
provisions of this Article. The Board of Directors may elect or appoint such
other officers, including one or more Assistant Secretaries and one or more
Assistant Treasurers, as it shall be deemed desirable, such officers to have the
duties and perform the duties prescribed, from time to time, by the Board of
Directors. Any two or more offices may be held by the same person, except the
office of President and Secretary.
Section 2. Election and Term of
Office. The officers of the corporation shall be elected annually by the Board
of Directors at the regular annual meeting of the Board of Directors. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. New offices may be created and
filled at any meeting of the Board of Directors. Each officer shall hold office
until his successor shall have been duly elected and shall have qualified.
Section 3. Removal. Any
officer elected or appointed by the Board of Directors may be removed by the
Board of Directors whenever in its judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the officer so removed.
Section 4. Vacancies. A vacancy
in any office because of death, resignation, removal, disqualification or
otherwise may be filled by the Board of Directors for the unexpired portion of
the term.
Section 5. President. 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 shall preside at all meetings of the members
and of the Board of Directors. He may sign, with the Secretary or any other
proper officer of the corporation authorized by the Board of Directors, any
deeds, mortgages, bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
these bylaws or by statute or by the Articles of Incorporation to some other
officer or agent of the corporation; and in general he shall perform all duties
of incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
Section 6. Vice President. In
the absence of the President or in the event of his inability or refusal to act,
the Vice President (or in the event there be more than one Vice President, the
Vice Presidents in the order of their election) shall have all the duties of the
President, and when so acting shall have all the powers of the and be subject to
all the restriction upon the President. Any Vice President shall perform such
other duties as from time to time may be assigned to him by the President or by
the Board of Directors.
Section 7. Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful
discharge of his duties in such
sum and with such surety or sureties as the Board of Directors shall determine.
He shall have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies, or other
depositories as shall be selected in accordance with the provisions of Article
VII of these bylaws; and in general, perform all the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors.
Section 8. Secretary. The
Secretary shall keep the minutes of the meetings of the members and of the Board
of Directors in one or more books provided for that purpose; see that all
notices are duly given in accordance with the provisions of these bylaws or as
required by law; be custodian of the corporate records and of the seal of the
corporation and see that the seal of the corporation is affixed to all
documents, the execution of which on behalf of the corporation under its seal,
is duly authorized in accordance with the provisions of these bylaws; keep a
register of the post office address of each member which shall be furnished to
the Secretary by such member; 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 him by the President or by the Board of Directors.
Section 9. Assistant
Treasurers and Assistant, Secretaries. If required by the Board of Directors,
the Assistant Treasurers shall give bonds for the faithful discharge of their
duties in such sums and with such sureties as the Board of Directors shall
determine. The Assistant Treasurers and Assistant Secretaries in general, shall
perform such duties as shall be assigned to them by the Treasurer or the
Secretary or the President or the Board of Directors.
ARTICLE VI.
COMMITTEES
Section 1. Committees of
Directors. The Board of Directors, by resolution adopted by a majority of the
directors in office, may designate one or more committees, each of which shall
consist of two or more directors, which committees, to the extent provided in
such resolution, shall have and exercise the authority of the Board of Directors
in the management of the corporation, but the designation of such committees and
the delegation thereto of authority shall not operate to relieve the Board of
Directors, or any individual director, or any responsibility imposed on it or to
him by law.
Section 2. Other committees. Other committees not having and
exercising the authority of the Board of Directors in the management of the
corporation may be designated by a resolution adopted by a majority of the
directors present at a meeting at which a quorum is present. Except as otherwise
provided in such resolution, members of each such committee shall be members of
the corporation, and the president of the corporation shall appoint the members
thereof. Any member thereof may be removed by the person or persons authorized
to appoint such member whenever in their judgment the best interests of the
corporation shall be served by such removal.
ARTICLE VII.
CONTRACTS, CHECKS,
DEPOSITS AND GIFTS
Section 1. Contracts. The Board of Directors may authorize any
officer or officers or agent or agents of the corporation, in addition to
the officers so authorized by bylaws 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 may be confined in specific instances.
Section 2 Checks, Drafts, or
orders. All checks, drafts, or orders for the payment of money, notes, or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by such officer or officers or agent or agents of the corporation, and in such
manner as shall from time to time be determined by resolution of the Board of
Directors, in the absence of such determination by the Board of Directors, such
instruments shall be signed by the Treasurer or an Assistant Treasurer and
countersigned by the President or a Vice President of the corporation for any
item $200.00 and over.
Section 3. Deposits. All funds of the corporation shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies, or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board
of Directors may accept on behalf of the corporation any contribution, gift,
bequest, or devise for any purpose of the corporation.
ARTICLE VIII.
BOOKS AND RECORDS
The corporation shall keep
correct and complete books and records of account and shall also keep minutes of
the proceedings of its members, Board of Directors, committees having and
exercising any of the authority of the Board of Directors, and the membership
committee, and shall keep at the principal office a record giving the names and
addresses of the members entitled to vote. All books and records of the
corporation may be inspected by any member or his agent or attorney, for any
proper purpose at any reasonable time. Such books may be kept at the office of
the corporation or the office of the statutory agent of the corporation as may
be determined by resolution of the Board of Directors.
ARTICLE IX.
FISCAL YEAR
The fiscal year of the
corporation shall begin on the first day of January in each year.
ARTICLE X.
DUES
Section 1. Annual Dues. The
Board of Directors may determine from time to time the amount of initiation fee,
if any, and annual dues payable to the corporation by members of the
corporation.
Section 2. Payment of Dues. Dues shall be payable in advance on
the fifteenth day of April in each fiscal year. Dues of a new member shall be
prorated from the first day of the month in which such new-member is admitted to
membership, for the remainder of the fiscal year of the corporation.
Section 3. Default and
Termination of Membership. When any member of any class shall be in default in
the payment of dues for a period of two (2) months from the beginning of the
fiscal year or period for which such dues became payable, the Board of Directors
may take whatever action it may deem necessary for the collection of such
arrearages including the hiring of an attorney should legal action be deemed
necessary.
ARTICLE XI.
SEAL
The Board of Directors shall
provide a corporate seal, which shall be in the form of a circle and shall have
inscribed thereon the name of the corporation and the words,” Corporate Seal
__________________"
ARTICLE XII.
WAIVER OF NOTICE
Whenever any notice is
required to be given under the provisions of Arizona Non-Profit Corporation Act
or under the provisions of the articles of incorporation or the bylaws 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.
ARTICLE XIV.
AMENDMENTS TO BYLAWS
These bylaws may be altered,
amended, or repealed and new bylaws may be adopted by a majority of the
Directors present at any regular meeting or at any special meeting, if a least
five (5) days written notice is given of intention to alter, amend or repeal or
adopt new bylaws at such meetings.
Please contact the Board by E-mail or Telephone at any time with your requests or concerns.