Bylaws
of
Arizona Impact Aid Association
A Non-Profit Corporation

Article 6 - Board of Directors

1. 1.   The Board of Directors shall consist of the officers elected by the General Assembly and shall also include the “Immediate Past President.”  The Board of Directors shall conduct the day-to-day activities of the Association and may make decisions, enter into contracts, and shall conduct the business of the Association for and on behalf of the Association and the General Assembly, consistent with the Articles of Incorporation or as prescribed by law.  The Board of Directors is empowered, without limitations, to exercise the right and power to receive gifts, bequests and contributions in any form, and to collect dues and to use, apply and invest and re-invest the principal and/or income therefrom, or to distribute the same for purposes consistent with the IRS requirements for a 501(c)(3).  
2. Officers and Duties.  There shall be four (4) offices of the Board, consisting of a President, a President-elect, a Secretary and a Treasurer.  The “Immediate Past President” shall be a de facto member of the Board of Directors.  The officers’ duties are as follows:
   1. A.President:  The President shall convene regularly scheduled Board meetings of the Board of Directors and shall oversee the notice and agenda for the annual meeting of the General Assembly and such other meetings of the General Assembly.  The President shall preside or arrange for other members of the Board of Directors to preside at each meeting in the following order:  President-elect, Secretary, Treasurer.
   2. A.President-elect:  The President-elect shall chair committees on special subjects, as designed by the Board and shall serve as the President of the Board in the absence of the President.  
   3. A.Secretary:  The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking and maintaining of all General Assembly minutes and minutes of the Board of Directors.  The Secretary shall also be responsible for overseeing and providing the necessary notices and agendas for the General Assembly meetings and for the Board of Directors meetings.  The Secretary will oversee and assure that corporate records are maintained and preserved at the Association's principal place of business.
   4. A.Treasurer:  The Treasurer shall make a financial report at each Board meeting.  The Treasurer shall chair any and all financial committees and shall assist the Board of Directors in the preparation of the budget, help develop funding plans, and prepare and make financial information available to the Board of Directors and to the General Assembly, as may be required.  The Treasurer shall maintain the bank account and checking account for and on behalf of the Association and will be a co-signer on the checks.   
3. Removal/Resignation/Vacancy of Board of Directors.  Members of the Board of Directors must be in good standing with the Association and their term as an officer and on the Board of Directors shall cease for any of the following reasons: 
   1. Failing to attend Board meetings of the Board of Directors for three (3) consecutive meetings.
   2. The District represented by the Board member ceases to be a voting member in good standing of the Association.
   3. The office submits a letter of resignation.
   4. The Board member ceases to be the appointed representative of the educational agency and/or creases to be employed by the educational agency.
   5. Removal by a two-thirds (2/3) vote of members present at the General Assembly.
4. Meetings of the Board of Directors.
   1. Regular Meetings:  The Board of Directors shall meet a minimum of four (4) times per year to conduct the business of the Association.  One of these meetings may be in conjunction with the annual meeting of the General Assembly and/or NAFIS conference.
   2. Notice/Agenda:  The President of the Board may call for a meeting of the Board of Directors by providing notice of the time, date and place of the meeting, along with the agenda, to the Board of Directors by fax, telephone, e-mail, regular mail or personal delivery.  Said notice and agenda shall be provided to the Board of Directors at least seven (7) working days prior to the regularly scheduled meeting of the Board of Directors.  If a member of the Board of Directors desires to include additional items on the agenda, then the Board member must so notify the President of the requested changes to the agenda at least three (3) working days prior to the scheduled meeting.  Any and all changes to the agenda for the Board of Directors meeting shall be made and provided to the Board of Directors a minimum of twenty-four (24) hours prior to the regularly scheduled Board meeting.
   3. Notice/Agenda:  The President of the Board may call for a meeting of the Board of Directors by providing notice of the time, date and place of the meeting, along with the agenda, to the Board of Directors by fax, telephone, e-mail, regular mail or personal delivery.  Said notice and agenda shall be provided to the Board of Directors at least seven (7) working days prior to the regularly scheduled meeting of the Board of Directors.  If a member of the Board of Directors desires to include additional items on the agenda, then the Board member must so notify the President of the requested changes to the agenda at least three (3) working days prior to the scheduled meeting.  Any and all changes to the agenda for the Board of Directors meeting shall be made and provided to the Board of Directors a minimum of twenty-four (24) hours prior to the regularly scheduled Board meeting.
5. Quorum of the Board of Directors
   1. ​Quorum for the transaction of business of the Board of Directors shall consist of a majority of the Board in attendance, provided that there be a minimum of three (3) Directors in attendance.

Article 1 - Name
Article 2 - Purposes
Article 3 - Offices/Principal Place of Business
Article 4 - Membership
Article 5 - General Assembly
Article 6 - Board of Directors
Article 7 - Duties of the Board of Directors
Article 8 - Finances
Article 9 - Termination of a Member District 
Article 10 - Conflict of Interest
Article 11 - Initial Board of Directors
Article 12 - Bylaws
Article 13 - Fiscal Year
Article 14 - Amendment
Certification