BYLAWS OF ORACLE COMMUNITY CENTER, INC.
ARTICLE I NAME AND PURPOSE
Section 1. The name of this organization shall be: ORACLE COMMUNITY CENTER, INC.; also known as “OCC” as indicated within the Bylaws.
Section 2. Its purpose is to promote and sponsor programs that improve, foster and enhance the well-being of the community. Our purpose is also to provide for the oversight, maintenance, and use of the facilities in the best interest of the residents of Oracle and surrounding areas.
Section 3. The principal office and meeting place is: Oracle Community Center, 685 E. American Avenue, Oracle, AZ 85623.
ARTICLE II MEMBERSHIP
Section 1. Residents of Oracle and surrounding areas are eligible for membership in the Oracle Community Center, Inc., a membership non-profit.
Section 2. There are two (2) classes of membership. A. Individual B. Family
Section 3. Membership defined:
A. Individual Membership - An Individual Membership is one individual.
B. Family Membership - A Family Membership consists of more than one adult individual residing at the same address.
ARTICLE III DUES AND FINANCE
Section 1. Annual Dues
The annual dues shall be set by the Board of Directors in accordance with Section 2 of this Article and shall be set for individuals and families. Membership and annual renewal dates are set by the original date written on the New Member Application. If for any reason, members request a refund, they need to submit the request in writing for review by the Board of Directors. The OCC, as a 501c3, is not obligated to return any dues. However, the decision is at the discretion of the board.
Section 2. Annual dues may be changed by a majority vote of the Board of Directors. Such changes must be disclosed to the General Membership via notice in the Oracle Community Center for 30 days BEFORE the change can take effect. Membership will address any comments to the Board of Directors at a regular meeting.
Section 3. Hall rental fees may be changed at the discretion of the Board.
Section 4. All dues, fees and all income shall be allocated to the General Fund, unless otherwise specified.
ARTICLE IV OFFICERS
Section 1. The Officers of OCC shall be: President, Vice-President, Treasurer and Secretary.
Section 2. Qualification for Office. Any member may hold any of the above offices.
Section 3. Terms of Office. Each Term of Office will be two (2) years with no set limit of how many terms an officer can serve.
Section 4. Vacancies. Nomination to fill vacancies in the above offices shall be by the Board of Directors, subject to the approval by the Board of Directors.
ARTICLE V DUTIES OF OFFICERS
Section 1. President. It shall be the duty of the President to preside over all meetings, to direct all formal discussions, to see that all officers and directors perform duties which devolve upon them, to examine and announce the results of all elections and other voting's, and to appoint all necessary or desired committees as designated in these bylaws, subject to the approval of the Board of Directors.
Section 2. Vice President. The Vice President will assume the President’s duties and responsibilities, during his/her absence. The Vice President shall perform, in the event of incapacity of the President, with the approval of the Board of Directors and the Vice President will assume the President’s duties for the duration of the incapacity. The Vice President shall perform such other duties that the President may designate. In the event that there is no President, the Vice President will assume all of the duties of the president listed above.
Section 3. Treasurer. The Treasurer shall be an experienced bookkeeper or accountant and shall receive receipts of, and keep a correct record of, the finances of the Corporation. The books shall show, in a clear businesslike manner, the debits and credits of the organization. The Treasurer shall make any payment with the authorization given him/her by the Board of Directors. The Treasurer shall also prepare an annual account of the books and present same to the Board of Directors. The Treasurer shall also prepare a special account of the books when called upon by the President and, upon departure from office, make an accounting and turn the books of the Corporation over to the incoming Treasurer. The Treasurer may also serve as the Statutory Agent as well. Statutory Agents keep statutory business entities in compliance with state’s laws. See Section VII for further description and duties.
Section 4. Secretary. The Secretary (removed Administrator) shall assist the President and take charge of all correspondence concerning the Oracle Community Center, Inc., including collection and Page 2 OCC Bylaws Adopted 10-13-21 distribution of all ordinary mail received by the Association and serve as media liaison when necessary. The Secretary shall keep a record in the form of Minutes, of the proceedings of each business meeting, annual meeting, and a memorandum record of all other meetings as designated by the President or Board of Directors. The Secretary shall post the agenda of the upcoming meeting at least one week prior in three public locations: OCC, Post Office and Public Library. Section 5. The President, Vice President, Treasurer, and any other member designated by the Board of Directors shall be the exclusive signatories of association bank accounts. All checks for this corporation will require two (2) of the above signatures.
ARTICLE VI BOARD OF DIRECTORS
Section 1. Organization. The Board of Directors shall consist of no more than thirteen (13) members, including the President, Vice-President, Treasurer, and Secretary. Any member as elected as specified in Article V may be a Director. BOD will consist of four (4) officers and nine (9) board members.
Section 2. Terms. The Directors terms of Office will be two (2) years with no set limit of how many terms a Director can serve. Board of Director terms are from January 1st to December 31st.
Section 3. Quorum. Members of the BOD may “attend” a BOD meeting telephonically in order to complete a quorum, cast a vote, or otherwise participate in a meeting they are unable to attend in person.
Section 4. Meetings. The regular monthly meeting date of the Board of Directors shall be determined by a majority vote of the BOD. The time of this meeting may be changed and/or special meetings may be called by the President of the BOD when, in their discretion, circumstances so require. Notice of these meetings shall be posted on the public OCC website. All meetings shall be open to the public with the exception of any Executive Session. Term: Executive Session. Any block within an otherwise open meeting of the Board of Directors in which minutes are taken separately or not at all. Outsiders are not allowed to be present, and the contents of the discussion are treated as confidential. OCC Officers will be in attendance.
Section 5. Requirements. All Board of Directors are required to be OCC Members, acquire a Food Handlers Card which is paid for by the individual.
Section 6. Duties. The Board of Directors are required to attend board meetings. In the event that a board member misses six (6) meetings in a year without notifying the President, he/she may be asked to resign. The Board of Directors shall be the governing body and shall have the power to manage and direct the affairs of the OCC. The BOD, from time to time, shall create such special committees as it deems necessary or appropriate. Each of the BOD members may be assigned committee responsibilities by the President and make such reports to the BOD as directed by the President. Any Officer or Director may be removed by a two-thirds (2/3) vote of the Board of Directors whenever it is in the best interest of the OCC.
Section 7. Compensation. No member of the Board of Directors shall receive monetary compensation except by the approval of the Board of Directors.
ARTICLE VII STATUTORY AGENT
Section 1. Definition. Person who agrees to receive any Service of Process sent to the OCC. Statutory Agent is listed in the Articles of the Organization or ByLaws.
Section 2. In reference to duties of the Statutory Agent of the OCC: Will receive and review important information, official documents and correspondence from the state government, federal government, other agencies and notifications. Important documents include: Official letters and correspondence from Arizona Secretary of State, Division of Corporations or other state government agency responsible for LLC’s and corporations. Service of process if corporation is sued or needs to appear in court. Review tax forms and requests for payments, completion of permits, filings or reports. All in according to the Laws of The State of Arizona.
ARTICLE VIII ELECTIONS
Section 1. The officers mentioned in Article V, Sections 1-4 and the members of the Board of Directors shall be elected in the following manner:
A. The Board of Directors shall at the Annual Meeting nominate candidates for the respective offices and BOD. At this meeting additional nominations may be made from the floor.
B. Not more than one family member may serve on the Board during the same year.
C. The nominees shall be voted into office at the Annual Meeting by ballot membership.
D. The elected officers and members of the BOD shall be installed on January 1st of the election year.
E. Ballots are counted by the Special Advisory Committee.
F. Votes can be cast in person, by mail or electronically.
Section 2. Vote Required. Candidates for all other offices, who receive a majority of the votes cast, shall be deemed elected.
ARTICLE IX MEETINGS
NOTE: Meetings can be held in person, telephonically or electronically. If held electronically, all information to attendees will be provided on the OCC website.
Section 1. Regular Meetings. There shall be a regular monthly meeting of the Board of Directors. Date, time and location to be determined by the Board of Directors.
Section 2. Annual Meetings. There shall be an annual meeting open to all members of the Oracle Community Center and residents of Oracle and surrounding areas. Said meeting shall be held at the Oracle Community Center or elsewhere, as determined by the Board of Directors. The date, time and location of said meeting shall be published at least thirty (30) days in advance.
Section 3. Special Meetings. Special meetings may be called by the Board of Directors to meet at any place or time, when, in their discretion the circumstances so require. When possible within forty-eight (48) hours in advance, written notice stating time and place of meeting will be posted and sent to all members by the BOD.
Section 4. Executive Session. All board members must attend Executive Sessions. If the meeting pertains to an existing board member, an Officer’s Meeting will be held.
Section 5. Rules of Procedures. Procedures at all meetings shall be governed by Robert’s Rules of Order.
ARTICLE X AMENDMENTS AND ADOPTIONS
Section 1. Procedure. Any Board Member may propose amendments to the Bylaws to the Board of Directors, who will within 60 days vote on the proposed changes. The Board of Directors will approve changes with a majority vote at the regular or special BOD meeting. The proposed changes will be posted in the OCC for thirty (30) days. Such amendments and/or revisions shall be valid until made official by a majority vote of the members present at the Annual or Special meeting.