Desert Dominion Bylaws

These are the official bylaws as of June 14, 2010.

THE BYLAWS OF DESERT DOMINION, INC.
AN ARIZONA NON-PROFIT CORPORATION

ARTICLE I: NAME AND REGISTERED OFFICE

Section 1.01: NAME
The name of the Corporation shall be Desert Dominion, Inc.; a non-profit Corporation organized in accordance with the laws of Arizona.
Section 1.02: REGISTERED OFFICE
The corporation shall maintain its registered office in the State of Arizona.

ARTICLE II: CORPORATE PURPOSE

Section 2.01: PURPOSE
The purpose of the corporation is to maintain a communication, information, education, and support network for members of certain alternative lifestyle communities and to promote the right of all adults to engage in safe, sane, and consensual sexual expression. The corporation shall sponsor, promote and conduct instructional activities and demonstrations, provide education and resources and a safe supportive environment for the study and experience of alternative lifestyle relationships for those members with such common interests.
Section 2.02: CLUB MEMBERSHIP
Any individual eighteen (18) years or older who has applied for a membership, attended an orientation class, and whose membership dues are current, shall be a GENERAL MEMBER. Members of the Board of Directors and Governing Council must be General Members. TEMPORARY MEMBERS are not required to attend an orientation class and therefore limitations on certain physical activities will be imposed.

ARTICLE III: BOARD OF DIRECTORS

Section 3.01: AUTHORITY AND NUMBER
The Board of Directors shall consist of no fewer than 2 members.
Section 3.02: ELECTIONS AND TERMS OF OFFICE
Any individual named in the Articles of Incorporation as a member of the initial Board of Directors shall hold office until a resignation is tendered or until recalled by a unanimous vote of the Governing Council. The Board of Directors shall be appointed by the Governing Council.
Section 3.03: MANNER AND FREQUENCY OF MEETINGS
The Board of Directors shall meet once a year. All Board meetings shall be open to the General Members. Any decision of the Board of Directors must be ratified by the Governing Council.
Section 3.04: RESIGNATION
Any Director may resign at any time by delivering a written notice to the Chair or Secretary of the Governing Council.
Section 3.05: REMOVAL
Any Director may be removed at any time, with or without cause, by a unanimous vote of the Governing Council, excluding the person who is subject to the removal action. This action may be taken at a regular Governing Council meeting or at a special Governing Council meeting called for this purpose.
Section 3.06: VACANCIES
A vacancy on the Board of Directors created for any reason shall be filled by appointment by the Governing Council.
Section 3.07: SPECIAL MEETINGS
A special meeting of the Board of Directors may be called at the request of any member of the Board of Directors or Governing Council or by a written petition signed by at least ten General Members. This request shall be made to the Secretary who will pass it on to the Governing Council members who will then call a meeting.
Section 3.08: ANNUAL MEETINGS
Annual meetings of the Board of Directors shall be held in January of each year.
Section 3.09: PROXIES
Proxy votes are expressly prohibited.

ARTICLE IV: GOVERNING COUNCIL

Section 4.01: ELECTIONS AND TERMS OF OFFICE
At the first General Membership meeting and at each annual meeting thereafter, the members who have belonged to the Corporation since Dec 31 of the prior year shall elect a Governing Council. Members of the Governing Council must have been General Members of the Corporation for the previous six months. The number of Governing Council Members for each succeeding year shall be determined at each annual meeting.
Section 4.02: TERM OF OFFICE
The term of office for the Governing Council Members shall be one year.
Section 4.03: MANNER AND FREQUENCY OF MEETINGS
The Governing Council shall meet at least once a month. All meetings of the Governing Council shall be open to all General Members except for any portion of the meeting when the Council votes to go into Executive Session. A special meeting of the Governing Council may be called at the request of any member of the Board of Directors or Governing Council or by a written petition signed by at least ten General Members. This request shall be made to the Secretary who will pass it on to the General Council members who will then call a meeting. The Governing Council may refer any agenda item to a vote of the General Membership.
Section 4.04: RESIGNATION
Any Governing Council member may resign at any time by delivering a written notice to the Chair or the Secretary of the Governing Council.
Section 4.05: REMOVAL
Any Governing Council member may be removed, with or without cause, by a unanimous vote of the Governing Council, excluding the person who is subject to the removal action. This action may be taken at a regular Governing Council meeting or at a special meeting called for this purpose. It is the responsibility of the Governing Council to remove any member who defaults in the responsibility of assigned duties. Council members may also be removed from office by a two-thirds majority of the membership voting at a regular or special membership meeting.
Section 4.06: VACANCIES
A vacancy on the Governing Council created for any reason shall be filled by appointment by the Governing Council.
Section 4.07: SPECIAL MEMBERSHIP MEETINGS
A special meeting of the General Membership may be called at the request of any member of the Board of Directors or Governing Council or by a written petition signed by at least ten General Members. This request shall be made to the secretary who will pass it on to the council members who will then call a meeting in compliance with Section 4.09.
The membership attending a special membership meeting or annual membership meeting shall constitute the voting membership.
Section 4.08: ANNUAL MEETINGS
Annual meetings of the membership shall be held in January of each year. Said annual meeting shall be held for the purpose of electing Governing Council Members and transacting any other business that comes before the membership. The membership attending a special membership meeting or annual membership meeting shall constitute the voting membership.
Section 4.09: NOTICE
Notice of any General Membership meeting provided for under these Bylaws shall be given at least 45 days prior to
the date fixed for such meeting by written notice through
the channels used for event announcements.
Section 4.10: QUORUM
The number of Governing Council Members necessary to constitute a quorum shall be 51% of the Governing Council. Any act by a lawful quorum of the Governing Council Members shall be an act by the Governing Council.
Section 4.11: PROXIES
Proxy votes are expressly prohibited.

ARTICLE V: OTHER COMMITTEES

Section 5.01: OTHER COMMITTEES
The Governing Council may create functional committees to carry out the various activities of the organization. Functional committees shall serve at the pleasure of the Governing Council and can be terminated by a majority vote of the Governing Council. Each committee shall serve until the next annual membership meeting unless they are removed or
resign. Each Committee Chair must organize a committee to help with the function for which they were appointed.
Section 5.02: RULES
Each committee may adopt rules for its own government so long as they do not conflict with the Corporate Bylaws.

ARTICLE VI: FISCAL MATTERS

Section 6.01: DEPOSIT OF FUNDS
All funds of the Corporation not otherwise employed shall be deposited in such banks, trust companies or other reliable depositories as the Governing Council may decide.
Section 6.02: CHECKS, ETC.
All checks, drafts, endorsements, and notes of the Corporation, shall be signed by such Officer or Officers, Agent or Agents of the Corporation and in such manner as shall be determined by resolution of the Governing Council.
Section 6.03: LOANS
No loans or advances shall be contracted on behalf of the Corporation, and no note or other evidence of indebtedness shall be issued in its name, unless authorized by the Governing Council. Any such authorization may include authorization to pledge, as security for loans or advances so authorized, any and all securities and other personal property at any time held by the Corporation.
Section 6.04: CONTRACTS
Any Officer specifically authorized by the Governing Council may, on behalf of the Corporation, enter into contracts that are specifically authorized by the Governing Council.

ARTICLE VII: FISCAL YEAR

Section 7.01: FISCAL YEAR
The fiscal year of the Corporation shall end at midnight on December 31st each year.

ARTICLE VIII: INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 8.01: INDEMNIFICATION
The Corporation may, at the expense of the Corporation, provide the Board of Directors and Governing Council Members with Directors and Officers insurance as appropriate.

ARTICLE IX: AMENDMENTS OF BYLAWS

Section 9.01: AMENDMENTS OF BYLAWS
These BYLAWS may be amended or repealed and a new BYLAW or new BYLAWS may be enacted by a majority of the General Membership of the Corporation present at a General Membership meeting or a Special Membership meeting.

ARTICLE X: DISSOLUTION OF THE CORPORATION

Section 10.01: DISSOLVING THE CORPORATION
In the event of the dissolution of the Corporation, assets shall be donated to a like purpose organization as per the Articles of Incorporation.

ARTICLE XI: MISCELLANEOUS

Section 11.01: INSPECTION OF CORPORATE RECORDS
The financial records and the minutes of all meetings shall be open to inspection upon the written request of any General Member. A request to inspect the records of the Corporation shall be delivered in writing to the Secretary of the Corporation no less then five ( 5 ) days before the date specified in such written request for the inspection of such corporate records.