1. Non-profit Purposes

1.1. Purposes

Rincon Valley Coalition, Inc., (hereinafter referred to as “RVC” or “the coalition”) is a community-based non-profit corporation serving the residents, businesses, land owners, and visitors of Rincon Valley, Pima County, Arizona.

This corporation is organized, among other reasons, to protect and preserve the unique qualities of Rincon Valley while proactively facilitating informed, environmentally and culturally responsive land use planning and development throughout the community.

1.2. Specific Objectives and Purposes

The specific objectives and purposes of this corporation shall include, but not be limited to:

Monitoring and publishing proposed land use, zoning, and development activity within RVC-established boundaries;
Educating, among others:

The general public about the impact that development does, can, and will have on Rincon Valley, and how that might effectively be managed;
The local lay community about design, development, and construction processes, conceptual and codified land use planning, and other issues as warranted;
Government, regional land use planners, and developers (whether actual or potential) about the local community's values, concerns, expectations, et cetera;

Establishing cooperative relationships with other organizations and groups to promote scientific research, analysis, and publication regarding issues of specific importance to Rincon Valley, such as ground water depletion, storm water runoff and soil erosion, wildlife habitat and migration route preservation, transportation planning, et cetera;
Actively engaging with elected and appointed governmental officials and staff regarding issues of general or specific concern to the local community. Furthermore, RVC encourages private individuals and other organizations and entities to actively participate in the democratic management and protection of Rincon Valley; and
Promoting open communication among all concerned and interested parties.

1.3. Organizational Boundaries

The organizational boundaries and management areas of RVC shall be as shown in Exhibit A. These boundaries may be reviewed and revised from time to time by the Board of Directors, but no more frequently than one time per calendar year.

2. Offices

2.1. Principle Office

The principal office of the corporation is located in Pima County, State of Arizona.

2.2. Change of Address

The designation of the county or state of the corporation's principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county without an amendment of these Bylaws.

2.3. Other Offices

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.

3. D irectors

3.1. Powers

Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

3.2. Number

The minimum number of directors shall be as prescribed by state law and the maximum number of directors shall be limited to nine (9). The initial number of directors shall be five (5). Once qualified and approved by the Board of Directors, collectively they shall be known as the Board of Directors.

3.3. Qualifications

Directors shall be of the age of majority in this state; residents, tenants, or owners of real property within the operational boundaries of the corporation; and patrons of the coalition.

Determination of qualification shall be as follows:

It is the responsibility of the nominee, director elect, and director to provide written evidence of qualification to the Board of Directors for review and acceptance.

Evidence of age may be a birth certificate or a federal-, state-, or military-issued photo-identification card or a passport or other written instrument as deemed appropriate and satisfactory by the Board of Directors;
Evidence of residency or land ownership may be a warranty deed, residential or commercial tenant lease agreement, or other written instrument as deemed appropriate and satisfactory by the Board of Directors.

Patron status shall be ascertained by the secretary or treasurer.

3.4. Term of Office

The terms of the initial directors of the corporation expire at the adjournment of the first annual meeting at which directors are designated and/or elected. The terms of both designated and elected directors of the corporation shall generally be three (3) years, staggered, as follows:

There shall be three (3) groups of equal or as near equal number of directors as possible.
Terms of directors shall overlap such that each year one third of the directors will be replaced to provide continuity from year to year, to wit:

Initially, the terms of directors in the first group expire at the adjournment of the first annual meeting after their designation and/or election;
The terms of directors in the second group expire at the adjournment of the second annual meeting after their designation and/or election; and
The terms of directors in the third group expire at the adjournment of the third annual meeting after their designation and/or election.

Subsequently, at each annual meeting held thereafter, directors shall be designated and/or elected for a term of three (3) years to succeed those whose terms expire.

Directors may be designated and/or elected for successive terms. Elected directors may serve no more than three (3) consecutive terms.

A decrease in the number of directors does not shorten the term of any incumbent director.

The term of a director elected to fill a vacancy expires at the end of the unexpired term that the director is filling.

In the event that there are only three (3) incumbent directors and despite the expiration of a director's term, a director shall continue to hold office until the director's successor is elected and qualifies or until the corporation is dissolved.

3.5. Designation

Upon the termination of office of the initial directors, the following individuals will automatically, and without any further action by the Board of Directors, be designated as directors: Robert C. LeVesque, James N. Llewellyn, Nathan D. Riggle, Richard L. Small, and Charles E. Stury. There will be no additional designated directors beyond these five individuals.

Each designated director, upon completion of their designated term and pursuant to subsection 3.9, shall be automatically designated for a successive term with no further action required by the Board of Directors.

3.6. Nomination

Nominations shall be made in writing no less than thirty (30) days prior to the scheduled date of election. Accordingly, floor nominations on the day of the election are not permitted.

Nominations for directors may be made by any person. Self-nomination is permitted.

Nominees failing to meet the qualification requirements will not be approved by the Board of Directors and will not be eligible for election as a director.

The thirty (30) day period immediately prior to the scheduled election date may be utilized for campaigning, if necessary or desirable.

3.7. Election

As this corporation makes no provision for formal members, directors shall be elected by the Board of Directors at the annual meeting.

Voting for the election of directors shall be by written ballot. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board.

In the case of a tie vote (two or more candidates receiving the same number of votes) at an election for a director, another vote will be taken at the same meeting. If the re-vote produces another tie vote then a drawing will take place to determine the winner. The drawing will consist of the name of each of the candidates who are involved in the tie being written on virtually matching slips of paper and placed in a container. One slip of paper will be drawn blindly from the container, the candidate named thereon shall be determined the winner.

Directors-elect failing to meet the qualification requirements will not be approved by the Board of Directors. In such case(s), the candidate with the next highest number of votes will be deemed director-elect, subject to qualification.

3.8. Protesting Elections

Election protests will be in writing and must provide a detailed explanation of the reason for the protest. The protest must be presented to the Board of Directors at the first business meeting following the protested election. The board will review the facts of the protest and render a decision.

3.9. Removal and Resignation

Directors may be removed from office, with or without cause, by the Board of Directors or others as permitted by and in accordance with the laws of this state.

Any director may resign at any time by giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

No director may resign if the corporation would then be left without the minimum number of directors in charge of its affairs, pursuant to subsection 3.2, except upon notice to the Office of the Attorney General or other appropriate agency of this state.

3.10. Vacancies

Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any director and whenever the number of authorized directors is increased.

The vacation of a designated directorship shall terminate the designation process of that individual from that date forward. Should that individual desire to be a director at a future date, they must do so through the nomination, election, and qualifying process. Furthermore, any designated directorship will become, immediately upon vacation and in perpetuity, a directorship to be filled via the nomination, election, and qualifying process. The term of the directorship shall continue per subsection 3.4.

Unless otherwise prohibited by the Articles of Incorporation, these Bylaws, or provisions of law, vacancies on the board may be filled by approval of the Board of Directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office through the end of the unexpired term that the director is filling or until his or her death, resignation, or removal from office.

Failure or inability to fill a vacancy will not reduce the number of directors.

3.11. Compensation

Directors shall serve without compensation. They may, however, be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Such expenses must be approved in advance by the Board of Directors.

3.12. Duties

It shall be the duty of the directors to perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws; provide governance to the organization; represent it to the community; and accept the ultimate legal authority for it. In performing these duties, specific attention should be given to:

3.12.1. Planning

Approve the corporation's philosophy and review management's performance in achieving it.
Annually assess the environment and approve the corporation's strategy in relation to it.
Annually review and approve the corporation's plans for funding its strategy.
Review and approve the corporation's five year financial goals.
Annually review and approve the corporation's budget.
Approve major policies.

3.12.2. Organization

Except as otherwise provided for in these Bylaws, elect, monitor, appraise, advise, support, reward, and, when necessary, change top management.
Be assured that management succession is properly being provided.
Be assured that the status of organizational strength and manpower planning is equal to the requirements of the long range goals.
Propose a slate of directors and fill vacancies as needed.
Annually review the performance of the Board and take steps to improve its performance.

3.12.3. Operations

Provide oversight of all officers of the corporation to assure that their duties are performed properly.
Review the results achieved by management as compared with the corporation's philosophy, annual and long range goals, and the performance of similar corporations.
Be certain that the financial structure of the corporation is adequate for its current needs and its long-range strategy.
Provide candid and constructive criticism, advice, and comments.
Approve major actions of the corporation, such as capital expenditures and major program and service changes.

3.12.4. Audit

Be assured that the Board and its committees are adequately and currently informed – through reports and other methods – of the condition of the corporation and its operations.
Be assured that published reports properly reflect the operating results and financial condition of the corporation.
Ascertain that management has established appropriate policies to define and identify conflicts of interest throughout the corporation, and is diligently administering and enforcing those policies.
Appoint independent auditors subject to approval by directors.
Review compliance with relevant material laws affecting the corporation.
Meet at such times and places as required by these Bylaws;
Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

4. Director’s Meetings

4.1. Regular Meetings

Regular meetings of directors shall be held quarterly on the second Wednesday of January, April, July, and October at 6:30 p.m., unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day, or as otherwise scheduled and noticed. The regular meeting held during the calendar month of January shall also be the annual meeting. Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board of Directors or at such other place as may be designated from time to time by resolution of the Board of Directors.

4.2. Special Meetings

Special meetings of the directors may be called by the Chairperson of the Board, the President, the Vice President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.

4.3. Notice of Meetings

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:

4.3.1. Regular Meetings

No notice need be given of any regular meeting of the board of directors.

4.3.2. Special Meetings

At least seven (7) calendar days prior notice shall be given by the Secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class or electronic mail, by telephone, by facsimile machine and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile or electronic mail notification, the director to be contacted shall acknowledge personal receipt of the notice by a return message or telephone call within twenty-four hours of the first facsimile or electronic mail transmission.

4.3.3. Waiver of Notice

Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

4.4. Quorum for Meetings

A quorum shall consist of a simple majority, in attendance personally, through teleconferencing, or by proxy, of the number of directors in office immediately before the meeting begins.

Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chairperson shall entertain at such meeting is a motion to adjourn.

If a quorum is present when a meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned, notwithstanding the departure of one or more directors.

4.5. Majority Action As Board Action

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.

4.6. Conduct of Meetings

Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, by a Chairperson of the Meeting chosen by a majority of the directors present at the meeting.

The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed as stipulated by the Chairperson of the Board, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws or with provisions of law. The presiding officer may, at any time, opt to conduct the meeting in accordance with the most current edition of Robert’s Rules of Order, Newly Revised.

5. Committees

5.1. Executive Committee

The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of five (5) offices and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law.

By a majority vote of directors, the board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease (but not below two [2]) the number of the officers of the Executive Committee, and fill vacancies on the Executive Committee. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

5.2. Other Committees

The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also directors of the board and shall act in an advisory capacity to the board.

5.3. Meetings and Action of Committees

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

6. Officers

6.1. Designation of Officers

The officers of the corporation shall be Chairperson of the Board (of Directors), President, Vice President, Secretary, and Treasurer. The corporation may also have other officers with such titles as may be determined from time to time by the Board of Directors. Once designated or elected and qualified, collectively they shall be known as the Executive Committee.

6.1.1. The initial officers of the corporation are:

Chairperson of the Board – Charles E. Stury;

President – Charles E. Stury;

Vice President – Nathan D. Riggle;

Secretary – Vacant;

Treasurer – James N. Llewellyn

6.2. Qualifications

Officers shall be of the age of majority in this state; residents, tenants, or owners of real property within the operational boundaries of the corporation; and patrons. Additionally, the Chairperson of the Board and the Treasurer shall be a director of the corporation.

Determination of qualification shall be as follows:

· It is the responsibility of the nominee, officer elect, and officer to provide written evidence of qualification to the Board of Directors for review and acceptance.

o Evidence of age may be a birth certificate or a federal-, state-, or military-issued photo-identification card or a passport or other written instrument as deemed appropriate and satisfactory by the Board of Directors; and

o Evidence of residency or land ownership may be a warranty deed, residential or commercial tenant lease agreement, or other written instrument as deemed appropriate and satisfactory by the Board of Directors.

· Patron status shall be ascertained by the secretary or treasurer.

6.3. Term of Office

6.3.1. Initial Officers

The term(s) of the initial Secretary expire at 12:00 noon on January 1, 2005; the initial President and the initial Vice President and the initial Treasurer expire at 12:00 noon on January 1, 2006; the initial Chairperson of the Board expires at the adjournment of the first annual meeting at which a succeeding Chairperson of the Board is elected.

6.3.2. Subsequent Officers, in perpetuity

The term of office of the Chairperson of the Board shall be one (1) year, commencing at the adjournment of the Board of Directors annual meeting at which he or she is elected and expiring at the adjournment of the following Board of Directors annual meeting.

The terms of office of President and Vice President shall be one (1) year, commencing at 12:00 noon on January 1 of the calendar year immediately following the election, or until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

The terms of office of Secretary and Treasurer shall be two (2) consecutive years, commencing at 12:00 noon on January 1 of the calendar year immediately following the election, or until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

6.4. Nomination

Nominations for officers may be made by any person. Self-nomination is permitted.

Nominations shall be opened at the regular meeting approximately ninety (90) days prior to the scheduled date of election and closed no less than thirty (30) days prior to the scheduled date of election. All nominations must be made in writing. Floor nominations on the day of the election are not permitted.

In the event that no nominations are made for a given office, the current President may appoint an officer with the approval of the Executive Committee.

Nominees failing to meet the qualification requirements will not be accepted by the Board of Directors and will not be eligible for election as an officer.

The thirty (30) day period immediately prior to the scheduled election date may be utilized for campaigning, if necessary or desirable.

6.5. Election

The Chairperson of the Board shall be elected by directors at the Board of Directors’ annual meeting.

The Vice President shall be elected by patrons at the regular November community meeting.

The Secretary shall be elected by patrons at the regular November community meeting of even-numbered years.

The Treasurer shall be elected by patrons at the regular November community meeting of odd-numbered years.

Voting for the election of officers shall be by secret ballot. Each patron may cast one vote per office to be elected. The candidate(s) receiving the highest number of votes for the given office shall be elected to serve.

In the case of a tie vote (two or more candidates receiving the same number of votes) at an election for an officer, another vote will be taken at the same meeting. If the re-vote produces another tie vote then a drawing will take place to determine the winner. The drawing will consist of the name of each of the candidates who are involved in the tie being written on virtually matching slips of paper and placed in a container. One slip of paper will be drawn blindly from the container, the candidate named thereon shall be determined the winner.

Officers-elect failing to meet the qualification requirements will not be approved by the Board of Directors. In such case(s), the candidate with the next highest number of votes will be deemed the winner, subject to qualification.

6.6. Protesting Elections

Election protests will be in writing and must provide a detailed explanation of the reason for the protest. The protest must be presented to the Executive Committee at the first business meeting following the protested election. The Executive Committee will review the facts of the protest and render a decision. It will be the Executive Committee's duty to inform the friends and patrons of any protests and give proper notice in the event a protest is upheld and a new election must be conducted.

6.7. Succession

An elected officer cannot succeed him- or herself in the same office until after the expiration of one administrative year, provided that this shall not apply in the case of an officer appointed or elected to fill any portion of an unexpired term.

The Vice President shall succeed the President.

6.8. Removal and Resignation

Any officer may be removed, either with or without cause, by the Board of Directors, at any time.

Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.

6.9. Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer other than that of President shall be filled by the Board of Directors.

In the event of one or more vacancies in the offices of Vice President, Secretary, or Treasurer, such vacancy may be filled temporarily by appointment by the President until such time as the Board of Directors shall fill the vacancy.

6.10. Duties and Responsibilities of the Chairperson of the Board

The Chairperson of the Board shall be the senior officer of the Board of Directors.

6.10.1. Duties

The duties of the Chairperson include, but are not limited to:

Assuring that the Board of Directors fulfills its responsibilities for the governance of the corporation;
Aiding the president in achieving the mission of the corporation; and
Optimizing the relationship between the Board of Directors and the Executive Committee.

6.10.2. Responsibilities

The Chairperson shall:

Chair meetings of the Board of Directors.
Develop directors meeting agendas in cooperation with the president, ensuring that all routine items of Board business are discussed by the Board and that all agenda items are disposed of at all directors meetings over which he or she presides.
Conduct meetings in a smooth and orderly fashion.
Assist the president in recruiting Board and other talent for whatever volunteer assignments are needed.
Communicate any concerns management has in regard to the role of the Board or individual directors and communicate to the president the concerns of the Board and other constituencies.
Present to the Board an evaluation of the pace, direction, and organizational strength of the Institution.
Annually focus the Board's attention on matters of institutional governance that relate to its own structure, role, and relationship to management. Be assured that the Board is satisfied it has fulfilled all of its responsibilities.
Serve as an alternate spokesperson.
Fulfill such other assignments as the Chairperson and president agree are appropriate and desirable for the Chairperson to perform.

6.11. Duties and Responsibilities of President

The President shall be the chief executive officer of the corporation.

6.11.1. Duties

Subject to the control of the Board of Directors, the duties of the President, include, but are not limited to:

Serving as a voting member of the Executive Committee;
Accomplishing the mission of the corporation;
Ensuring that orders and resolutions of the board are carried into effect; and
Undertaking general active management of the business of the corporation and supervision of the activities of the officers;

6.11.2. Responsibilities

The President shall:

Preside at all business meetings of the Executive Committee and community meetings of the corporation.
Develop meeting agendas in cooperation with other officers, ensuring that all routine items of corporate business are discussed by the executive committee, and that all agenda items are disposed of at all meetings over which he or she presides.
Conduct meetings in a smooth and orderly fashion.
Attend meetings of the Board of Directors.
Perform all duties incident to his or her office and such other duties as may be required by law, the Articles of Incorporation, these Bylaws, or which may be prescribed from time to time by the Board of Directors.
Serve as spokesperson.
Communicate to the Chairperson of the Board any concerns management has in regard to the role of the Board or individual directors.
Recruit Board and other talent for whatever volunteer assignments are needed.
Work closely with the Vice President in order to prepare him or her for their succession to the office of President.
Except as otherwise expressly provided by law, the Articles of Incorporation, or these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

6.12. Duties and Responsibilities of Vice President

6.12.1. The duties of the Vice President shall include, but not be limited to:

Serving as a voting member of the Executive Committee; and
Succeeding to the office of President upon the expiration or other vacancy, whichever occurs first, of that office.
Have other powers and perform such other duties as may be prescribed by law, the Articles of Incorporation, these Bylaws, or as may be prescribed by the Board of Directors.

6.12.2. The responsibilities of the Vice President shall be to:

Perform all duties of the office of President in the absence, disability, or at request of the President.
Assist the President in appointing all committees.
Work closely with the President in order to become familiar with the duties and responsibilities of the office of President.
Assume all duties assigned by the President.

6.13. Duties of Secretary

The Secretary shall:

Serve as a voting member of the Executive Committee.
Attend meetings of the Board of Directors.
Act as secretary of all meetings of the Board of Directors and Executive Committee.
Certify and keep at the principal office of the corporation the original, or copies, of the Articles of Incorporation and these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of officers, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof.
Return to the principal office of the corporation, within fourteen (14) calendar days of term expiration or other vacation of the office, or at the request of the Board of Directors or the President, all documents, instruments, and records of the corporation in his or her possession.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation, if any, and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, and the minutes of the proceedings of the directors of the corporation.
Maintain at all times an accurate and current list of attendance-qualified patrons.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be assigned to him or her from time to time by the Board of Directors.

6.14. Duties Of Treasurer

The Treasurer shall:

Serve as a voting member of the Executive Committee.
Attend meetings of the Board of Directors.
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of and to the credit of the corporation in such banks, trust companies, credit unions, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Endorse for deposit notes, checks, and drafts received by the corporation as ordered by the board, making proper vouchers for the deposit;
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
Return to the principal office of the corporation, within fourteen (14) calendar days of term expiration or other vacation of the office, or at the request of the Board of Directors or the President, all documents, instruments, and records of the corporation in his or her possession.
Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore.
Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
Maintain at all times an accurate and current list of dues-paying patrons.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation or by these Bylaws or which may be assigned to him or her from time to time by the Board of Directors.

6.15. Compensation

Officers shall serve without compensation. They may, however, be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Such expenses must be approved in advance by the Board of Directors.

7. Community participation

7.1. Open Participation

The general public, within and without the organizational boundaries, is permitted and encouraged to participate in any and all activities of the coalition.

7.2. Classes

7.2.1. Friends

Individuals interested in fostering and supporting the objectives and activities of the coalition.

7.2.2. Patrons

Individuals interested in fostering and supporting the objectives and activities of the coalition and who attend a minimum of six (6) community meetings or pay a non-tax-exempt donation of fifteen dollars ($15) or more to the coalition during any consecutive twelve (12) month period.

The patronage period will end on the one-year anniversary date of the patron's qualifying contribution or latest community meeting attendance.

7.2.3. Corporate Patrons

Businesses or recognized groups in the community interested in fostering and supporting the objectives of the coalition. Financial support will be at the discretion of the corporate patron, but will not be less than one-hundred dollars ($100) in value (monetary, product, material, or service), annually, to the coalition.

Businesses and groups headquartered within the organizational boundaries may become corporate patrons without restriction.

Businesses and groups headquartered without the organizational boundaries may become corporate patrons at the discretion of the Board of Directors.

The corporate patronage period will end on the one-year anniversary date of the patron's qualifying contribution.

7.2.4. Associated Organizations

Non-profit organizations and groups, especially platted subdivisions and/or existing homeowner associations within organizational boundaries, working in cooperation with the coalition, whether formally or informally, to promote scientific research, analysis, and publication regarding issues of specific importance to Rincon Valley.

7.3. Rights

7.3.1. Friends will have the right to:

Inclusion on the coalition mailing list;
Attend meetings of the coalition;
Participate in Coalition activities;
Nominate patrons for director and officer positions;

7.3.2. Patrons, in addition to the rights granted to Friends, will have the right to:

Run for coalition office, except Chairperson of the Board.
Elect coalition officers, except Chairperson of the Board.
Receive all publications of the coalition.

7.3.3. Corporate Patrons will have the right to:

Inclusion on the coalition mailing list;
Attend community meetings of the coalition;
Participate in Coalition activities;
Receive all publications of the coalition;
Have a link to their web site on the coalition’s web site.

7.3.4. Associated Organizations, in addition to the rights granted Corporate Patrons, will have the right to:

Have their scheduled events listed in the published coalition calendar.

8. Community Meetings

8.1.1. Regular Meetings

Regular meetings shall be held monthly on the third Wednesday at 6:30 p.m., unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day, or as otherwise scheduled and noticed. Meetings shall be held at the principal office of the corporation unless otherwise provided by the Executive Committee or at such other place as may be designated from time to time by resolution of the Executive Committee. Regular meetings shall be open to the public.

8.1.2. Special Meetings

Special meetings of the Executive Committee may be called by the Chairperson of the Board, the President, or the Secretary. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting. Special meetings may be open to the public.

8.2. Notice of Meetings

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:

8.2.1. Regular Meetings

No notice need be given of any regular meeting of the executive committee.

8.2.2. Special Meetings

At least seven (7) calendar days prior notice shall be given by the Secretary of the corporation to each officer of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class or electronic mail, by telephone, by facsimile machine and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile or electronic mail notification, the officer to be contacted shall acknowledge personal receipt of the notice by a return message or telephone call within twenty-four hours of the first facsimile or electronic mail transmission.

8.2.3. Waiver of Notice

Whenever any notice of a meeting is required to be given to any officer of this corporation under provisions of the Articles of Incorporation, these Bylaws or the law of this state, a waiver of notice in writing signed by the officer, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

8.3. Quorum for Meetings

A quorum shall consist of the number of patrons in attendance personally or by proxy immediately before the meeting begins but in no case shall be less than five (5) persons.

Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, no business shall be considered at any meeting at which the required quorum is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn.

If a quorum is present when a meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned, notwithstanding the departure of one or more patrons.

8.4. Conduct of Meetings

Community meetings shall be presided over by the President, or, if no such person has been so designated or, in his or her absence, by the Chairperson of the Board or the Vice President, in succeeding order. If none of the three officers is present and available at the meeting, the meeting shall not be called to order and no meeting shall take place.

Meetings shall be governed by common courtesy, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws or with provisions of law. If, at any time, common courtesy does not prevail, the presiding officer may elect to conduct the meeting in accordance with the most current edition of Robert’s Rules of Order, Newly Revised.

9. Corporate Records, Reports, and Seal

9.1. Maintenance of Corporate Records

The corporation shall keep at its principal office or at such other place as the board may determine:

Minutes of all meetings of directors and committees of the board indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof;
Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses; and
A copy of the corporation's Articles of Incorporation and Bylaws as amended to date.

9.2. Corporate Seal

The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation or at such other place as the board may determine. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

9.3. Directors' Inspection Rights

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

9.4. Right To Copy And Make Extracts

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

9.5. Periodic Report

The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.

10. Execution of Instruments, Deposits, and Funds

10.1. Execution of Instruments

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

10.2. Checks and Notes

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the corporation shall be signed by either the Treasurer or the President of the corporation.

10.3. Deposits

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, credit unions, or other depositories as the Board of Directors may select.

10.4. Gifts

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

10.5. Grants

No member of the Board, officer, or other person exercising supervisory power in the corporation or any of their close relatives can individually benefit from the receipt of grant funds.

11. Conflicts of Interest

For purposes of this provision, the term "interest" shall include personal interest, interest as director, officer, member, stockholder, shareholder, partner, manager, trustee or beneficiary of any concern and having an immediate family member who holds such an interest in any concern. The term "concern" shall mean any corporation, association, trust, partnership, limited liability entity, firm, person or other entity other than the organization.

No director or officer of the organization shall be disqualified from holding any office in the organization by reason of any interest in any concern. A director or officer of the organization shall not be disqualified from dealing, either as vendor, purchaser or otherwise, or contracting or entering into any other transaction with the organization or with any entity of which the organization is an affiliate. No transaction of the organization shall be voidable by reason of the fact that any director or officer of the organization has an interest in the concern with which such transaction is entered into, provided:

The interest of such officer or director is fully disclosed to the board of directors.

Such transaction is duly approved by the board of directors not so interested or connected as being in the best interests of the organization.

Payments to the interested officer or director are reasonable and do not exceed fair market value.

No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.

The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

12. Nonliability of Directors and Officers

The directors and officers of the corporation shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

13. Indemnification by Corporation of Directors and Officers

The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

14. Insurance For Corporate Agents

Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or provisions of law.

15. Amendment of Bylaws

This corporation may adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.

16. Construction and Terms

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation filed with an office of this state and used to establish the legal existence of this corporation.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986, as amended from time to time, or to corresponding provisions of any future federal tax code.

[Area below this line intentionally left blank.]

17. Adoption of bylaws

We, the undersigned, are all of the initial directors of this corporation and we consent to and hereby do adopt the foregoing Bylaws, consisting of 23 preceding pages, this page, and Exhibit A, as the Bylaws of this corporation.

Adopted this 21^st day of June, 2004,

Robert C. LeVesque James N. Llewellyn

Nathan D. Riggle Richard L. Small

Charles E. Stury

Exhibit A

The operational boundary for RVC is described as:

In Pima County, Arizona, beginning at the southwest corner of Saguaro National Park (East) where it adjoins Old Spanish Trail, proceed westerly along the north edge of T15S R16E S7 (Gila & Salt River Meridian and Baseline) to the centerline of Pantano Wash, then south-southeasterly along the centerline of Pantano Wash to its intersection with Colossal Cave Rd, then east-northeasterly along Colossal Cave Rd to the northern-most boundary of Cienega Creek Natural Preserve, then southeasterly along the northern and eastern boundaries of Cienega Creek Natural Preserve to the northwest corner of T15S R16E S24, then northeasterly along the northern and western boundaries of Cienega Creek Natural Preserve to the west edge of T16S R17E S18, then northeasterly along the western and northern boundaries of Colossal Cave Mountain Park to the north edge of T16S R17E S5, then east-southeasterly along the northern and eastern boundaries of Colossal Cave Mountain Park to the western boundary of Coronado National Forest, then northerly along the western boundary of Coronado National Forest to the northwest corner of T15S R17E S27, then easterly along the north boundary of Coronado National Forest to the northeast corner of T15S R17E S27, then northerly along the western boundary of Saguaro National Park (East) to the southeast corner of T15S R17E S3, then westerly, following the southern boundary of Saguaro National Park (East) (not the NPS Administrative Boundary) back to the point of beginning. CLICK HERE to see Organizational Boundary Map

_{Authorization Date}	_Section	_{Description of Change and/or Original Text}
July 14, 2004	§7.2.2	No change to original text; added last paragraph.
July 14, 2004	§7.2.3	No change to original text; added last paragraph.
January 11, 2006	§7.2.2	… six (6) meetings annually, or pay a non-tax-exempt donation of fifteen dollars ($15) or more, annually, to the coalition. The patronage period will be based on the regular calendar year (January 1 through December 31) regardless of the qualifying attendance or donation date.
January 11, 2006	§7.2.3	The patronage period will be based on the regular calendar year (January 1 through December 31) regardless of the qualifying attendance or donation date.
January 11, 2006	§8.1.1	Regular meetings shall be held monthly on the second Monday at 6:30 p.m., …
May 23, 2007	Table of Contents	Delete 6.12 Duties and Responsibilities of President Elect; revise subsequent sections accordingly.
May 23, 2007	§6.1	Delete “President Elect”.
May 23, 2007	§6.1.1	Delete “President Elect – Vacant”
May 23, 2007	§6.3.2	2^nd paragraph: The terms of office of President, President Elect, and Vice President shall be …
May 23, 2007	§6.5	2^nd paragraph: The President Elect and the Vice President shall be elected by patrons at the regular November community meeting.
May 23, 2007	§6.7	2^nd paragraph: The President Elect shall succeed the President.
May 23, 2007	§6.9	2^nd paragraph: In the event of one or more vacancies in the offices of President Elect, Vice President, Secretary, or Treasurer, ….
May 23, 2007	§6.11.2	9^th bullet point: Work closely with the President Elect in order to prepare him or her for their succession to the office of President.
May 23, 2007	§6.12, §6.12.1, §6.12.2	Revise all instances of President Elect to Vice President. Consolidate 2^nd bullet point of § 6.13 as 3^rd bullet point of § 6.12.1.
May 23, 2007	§6.13, §6.14, §6.15, §6.16	Delete original §6.13, Duties of the Vice President, and renumber subsequent §6.14, §6.15, and §6.16 to §6.13, §6.14, and §6.15, respectively.
May 23, 2007	§8.4	Community meetings shall be presided over by the President, or, if no such person has been so designated or, in his or her absence, by the Chairperson of the Board, the President Elect, or the Vice President, in succeeding order. If none of the four officers is present and available at the meeting, the meeting shall not be called to order and no meeting shall take place.
May 23, 2007	Exhibit A	Update organizational boundary map.