These
are the official bylaws, which were last amended at the membership
meeting on
July 31, 2007.
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
30 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.