Organizational Bylaws

The name of this corporation shall be Arizona Evaluation Network, hereinafter referred to as the Network.

The purposes of the Network are to:

• promote educational, charitable, and scientific endeavors, in accordance with Section 501(c) of the Internal Revenue Service Code.
• provide a regional, interdisciplinary forum for professional development, networking, and exchange of practical, methodological, and theoretical knowledge in the field of program evaluation.
• regionally promote the field of program evaluation and its applications across sectors and industries.

Section 1: Eligibility

Any individual interested in the purposes of the Network shall be eligible for membership. Members are defined as those who have completed a membership application and paid the currently stipulated membership dues.

Section 2: Rights

All members have the right to vote to elect officers and directors to the Board of Directors as set forth in Article V hereof and on other official matters of the Network, to hold office if duly elected as set forth in Article V hereof, and to receive all notifications pertaining to the official business of the Network.

Section 3: Dues

Membership dues and policies regarding dues shall be determined by the Board of Directors. Membership renewal dues shall be due at the time the membership expires. If an individual does not renew their membership within one (1) month of when dues are due, their membership will be considered inactive.

Section 1. Definition and Purpose

Business Meetings are defined as meetings to which all active members of the Network are invited, with the purpose of conducting official business of the Network.

Section 2. Time, Place, Frequency, and Notice of Business Meetings

Business meetings shall be held either virtually or in person at any suitable place in the State of Arizona as may be designated by the Board of Directors. The Board shall decide upon dates and times for the Network’s meetings and provide at least thirty (30) days' notice of the business meeting to members. At least one (1) annual business meeting shall be held each calendar year.

Section 3. Quorum and Voting

Those members present at the business meetings of the membership shall constitute the quorum. Each member present shall have one (1) vote in business meetings. Only advisory votes shall be permitted on any business raised at the meeting. Should any motion be made that would be binding in any way on the Network, an advisory vote shall be taken and the results forwarded to the Board of Directors for further action.

Section 1. Composition

The Board of Directors shall consist of no less than seven (7) members, including the officers: President, President-Elect, Past-President, Vice President of Administration, and Vice President of Finance. All members of the Board must be elected and maintain active membership within the Network throughout their term.

Section 2. Authority and Duties

The Board has the authority to administer the Network's affairs and execute all powers and duties as permitted by law, the Articles of Incorporation, and these Bylaws. Responsibilities include: Conducting the Network's business, Defining and overseeing Committees, Managing member-driven initiatives and voting processes, Establishing Network rules and policies, within the bounds of applicable laws and these Bylaws.

Section 3. Election and Term

Officers are elected according to the procedures outlined in this Article, with the President-Elect serving a term of one (1) year, succeeding to President for one (1) year, and then serving as Past-President for one (1) year. Directors and non-principal officers are nominated and elected by the Board or the general membership for two-year terms, as decided by the Board. Vacancies are filled by Board majority vote for the remainder of the term.

Section 4. Meetings and Quorum

The Board shall meet no less than four (4) times per fiscal year. Special meetings may be called by the President or any three (3) Board members with seven (7) days notice. A majority of the Board members constitutes a quorum.

Section 5. Removal and Vacancies

Board members may be removed by majority vote of the Board for cause. Vacancies may be filled by the Board at any time, appointing a member to serve until the term's end.

Section 6. Compensation and Reimbursement

Board members shall not receive compensation for their services but may be reimbursed for actual expenses incurred in the performance of their duties, subject to Board approval for expenses over $100.

Section 1. Formation and Authority

The Board of Directors may establish and dissolve committees as necessary to advance the organization's objectives. This authority includes the creation of both limited-term task forces and standing committees to address ongoing or specific, time-bound needs of the organization.

Section 2. Appointment and Composition

Committee chairs and members shall be appointed by the President from among the Board of Directors or the organization's membership, subject to approval by the Board. The President may appoint members to limited-term task forces directly, while the establishment and chair appointments of standing committees require a majority vote of the Board.

Section 3. Duties and Responsibilities

Committees are charged with tasks that support the strategic goals and operational needs of the organization, as defined by the Board at the time of their creation. Each committee's specific duties, powers, and responsibilities will be outlined by the Board upon the committee's formation.

Section 4. Reporting and Accountability

Committees shall report regularly to the Board of Directors on their activities, findings, and recommendations. The Board retains the authority to modify, continue, or dissolve committees based on their performance and the evolving needs of the organization.

Section 5. Nominating Process

A process for nominating and vetting candidates for Board and officer positions may be managed by a designated committee or task force, as determined by the Board. This process includes soliciting nominations from the membership, verifying candidate qualifications, and preparing a slate of nominees for Board approval.

Section 1. Annual Review

An internal review of the Network’s financial records shall be conducted at the close of each fiscal year by a Board-appointed individual or committee, excluding those involved in daily financial management. This review shall summarize fiscal activities, aiming for transparency and accuracy.

Section 2. Fiscal Year

The fiscal year is defined as the calendar year, subject to adjustment by the Board as deemed necessary.

Section 3. Signatory Authority

Financial documents require signatures from the Vice President of Finance and the President, as determined by the Board. Expenditures over $1,000 require Board approval. Signatories must not be the transaction's beneficiary.

Section 4. Financial Records

Financial records shall be maintained under the Vice President of Finance's oversight, striving for accuracy and adherence to principles of financial integrity reflective of Generally Accepted Accounting Principles (GAAP), within the organization's operational scope.

Section 1. Proposal of Amendments

Amendments to these bylaws may be proposed by any of the following methods:

• By a majority vote of the Board of Directors at a board meeting.
• Through a petition submitted to the Board of Directors, signed by at least ten percent (10%) of the active membership.

Section 2. Notification to Members

Upon receiving a proposed amendment, the Board of Directors shall notify the membership of the proposed amendment at least thirty (30) days prior to voting on such amendment.

Section 3. Voting on Amendments

Voting on proposed amendments shall be conducted in a manner determined by the Board of Directors. The amendment shall be considered adopted if it receives a simple majority (over 50%) of the votes cast, provided that at least a quorum of members participated in the voting process.

Section 4. Effective Date of Amendments

Amendments adopted by the membership shall take effect immediately unless the amendment motion specifies a later effective date.

Section 5. Compliance with Law

All proposed amendments shall be reviewed to ensure compliance with applicable federal and state laws.

Section 6. Record of Amendments

A record of all amendments to the bylaws, including the date of adoption and a summary of changes, shall be maintained by the Secretary and made available to the membership upon request.

The Network will indemnify its Board directors, officers, and agents against expenses, legal fees, judgments, and settlement amounts incurred due to actions or omissions within their official capacities, subject to Board review for conduct assessment. Indemnification covers actions by or against the Network, provided there’s no willful misconduct, gross negligence, fraudulent, or criminal intent. The Network may purchase insurance for such indemnification.

Any officer, director, or member of the Network may waive notice of any meeting, either before or after the meeting. The waiver must be in writing, signed by the director or member entitled to the notice, and filed with the minutes or corporate records. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

In the event of the dissolution of the Network, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Network, dispose of all of the assets of the Network exclusively for the purposes of the Network in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under the applicable section of 501(c) of the Internal Revenue Code, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Network is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.