BYLAWS OF THE ARIZONA HIGH SCHOOL DEMOCRATS

The name of the organization is the Arizona High School Democrats (AZHSD). The organization has not been formed for the making of any profit or personal financial gain. The assets and income of the organization shall not be distributable to or benefit the trustees, directors, officers, or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall be permitted to endorse a candidate for public office in a Democratic primary election. 

ARTICLE I

MEETINGS

Section 1. Annual Meeting. A biennial meeting shall be held once every two calendar years for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The biennial meeting shall be held online.

Section 2. Special Meetings. Special meetings may be requested by the Chair, Vice Chair, Secretary, or any two directors by providing five days' written notice to the Secretary. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting. A special meeting of members is not required to be held at a geographic location if held by means of electronic communications technology. Special meetings must be held in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments

Section 3. Notice. Written notice of all meetings shall be provided under this section. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be emailed to all directors of record at least 3 days prior to the meeting.

Section 4. Place of Meeting. Meetings shall be held at the organization's board’s permit. Any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during this meeting, including monthly conference calls. A director participating in a meeting by this means shall be deemed to be present at the meeting.

Section 5. Quorum. A majority of the directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in a representation of less than a quorum.

Section 7. Executive Meetings. Executive Board meetings shall be held weekly. If either Chair or a simple majority of the executive board decides that the contents of the meeting are to be blocked from public view for purposes of privacy, sensitivity, financial disclosure, etc., then the board holds the right to hold disclosure.

ARTICLE II

DIRECTORS

Section 1. Number of Directors. The organization shall be managed by a Board of Directors consisting of 5 director(s); Two Chairs, Vice Chair, Secretary, Communications Director. 

Section 2. Election and Term of Office. The directors shall be elected at the biennial meeting. Each director shall serve a term of 2 years, or until a successor has been elected and qualified or director is re-elected. A director is only allowed two consecutive terms. 

Section 3. Quorum. A majority of directors shall constitute a quorum.

Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate their vote.

Section 5. Regular Meeting. The Board of Directors shall meet immediately after the election for transacting such business as may be deemed appropriate. Aforementioned weekly meetings will occur each Tuesday at 7pm MST.

Section 6. Co-Chair Meeting. The Co-Chairs shall meet 15 minutes prior to Executive Board meetings unless a unanimous decision is made otherwise providing a two hour written notice.

Section 7. Special Meeting. Special meetings may be requested by the Chair, Vice Chair, Secretary, or any two directors by providing five days' written notice to the Secretary. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting. A special meeting of members is not required to be held at a geographic location if held by means of electronic communications technology. Special meetings must be held in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments.

Section 8. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.

Section 9. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.

Section 10. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose. A majority vote among directors is required to remove a director. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of their predecessor, or until a successor is elected and qualified.

Section 11. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees. Under committees will fall under the Co-Chairs’ jurisdiction unless delegated to a director, which needs majority approval of directors. A committee may be created by executive orders. 

Section 12. The Board of Directors may provide by resolution any additional rules, regulation, or provisions affecting the operation of AZHSD in a simple majority vote unless otherwise required in the text of any resolution. All resolutions shall have the full force of these Bylaws. Resolutions shall be in effect until a set expiration date is reached, the resolution is overturned as being incompatible with the Bylaws, or the resolution is revoked by another resolution. All resolutions shall be made publicly available and passage of any such resolution shall be announced on communication channels deemed fit by the Board of Directors.

ARTICLE III

OFFICERS

Section 1. Number of Officers. Two or more offices may not be held by one person. 

Co-Chairs. The Chairs shall be the chief executive officer and shall preside at all meetings of the Board of Directors. 

Vice Chair. The Vice Chair shall perform the duties of the Chairs in the absence of both Chairs and shall assist that office in the discharge of its leadership duties, assisting the Chair(s), primarily in organizational matters, and group/candidate events.

Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the votes of conference calls. 

Communications Director. The Communications Director shall oversee all social media posts, spread awareness for all events, maintain chapter leader email and phone number lists, and must work with the Secretary to send membership- wide messages and chapter leader messages. Additionally, the Communications Director will work with the Membership Chair in maintaining proper contact information for all chapters. 

Section 2. Election and Term of Office. The officers shall be elected biennially. Each officer shall serve a two year term or until a successor is elected and qualified.

Section 3. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent of the organization via the aforementioned process in Article II Section 10. Any vacancy that occurs for any reason may be filled by either Chair or delegated to a Board member. 

ARTICLE IV

CORPORATE SEAL, EXECUTION OF INSTRUMENTS

The organization shall not have a corporate seal. All instruments that are executed on behalf of the organization which are acknowledged and which affect an interest in real estate shall be executed by the Co-Chairs or Vice Chair and the Secretary. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the Co-Chairs or Vice Chair. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) that are specifically designated by resolution of the Executive Board.

ARTICLE V

AMENDMENT TO BYLAWS

The bylaws may be amended, altered, or repealed by a majority vote of ⅔ of the full Executive Board at any regular or special meeting. An amendment shall only be brought forth by any Executive Board member. The text of the proposed changes/amendments shall be distributed to all board members at least three (3) days before the meeting.

ARTICLE VI

INDEMNIFICATION

Any director or officer who is involved in litigation by reason of their position in this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).

ARTICLE VII

DISSOLUTION

The organization may not be dissolved unless sanctioned by the High School Democrats of America.

ARTICLE VIII

THE TRANSPARENCY ACT

Section 1.

a)  The short title of this Act be the “Transparency Act”;

b)  The title of this Act be “an Act providing for the publication of pertinent information, requiring the declassification of other information, detailing the processes for Freedom of Information requests, establishing communications and accountability mandates, setting rules and regulations therein, and for other purposes”;

• c)  DEFINITIONS:

• i)  “Board of Directors”, “Board”, or the “Executive Board”, shall refer to the organization of state leadership established in Article II Section 1 of the Bylaws of the Arizona High School Democrats;

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• ii)  “Non-leadership” shall refer to any member who does not hold a position on the Board of Directors;

Section 2.

• a)  The Communications Director, in coordination with the Membership Chair, shall be required to publish a newsletter to all registered membership and leadership every month, however we strongly recommend to have it published bi-weekly, the time frame of this newsletter may be adjusted if both the Co-Chairs and Vice Chair agree on a new timing point; this may not be in effect if there is a vacancy in the positions of communications director and/or membership chair, for whatever reason. However, the board of directors can fill these positions, with approval from the Co-Chair.

  • i)  All important information including updates, news, major events, or actions shall be published in the aforementioned newsletter;

  • ii)  Copies of the newsletter must be published on the website of the Arizona High School Democrats, if in access, made available through its social media accounts, if in access, and emailed to all membership, if in access;

• b)  The Board of Directors of the Arizona High School Democrats shall meet weekly on Tuesdays 7pm MST, but a majority of the board can agree on a new timing if necessary;

  • i)  This provision shall constitute the required language under Article II Section 5 of the Bylaws of the Arizona High School Democrats. 

c) Documents of the Board of Directors, any other committees, or any other institutions established or formed at the state level shall be saved and maintained in permanent files;

• i)  Any person, having been a registered Arizona High School Democrat for at least a year, may submit a request to the Secretary for any information or records they wish;

1. No request may be made for legal or financial materials, materials relating to judicial proceedings, materials relating to organizations outside of the Arizona High School Democrats, nor documents that could reveal any private details or information in contradiction to any applicable Bylaws or rules;

• ii)  Agreed upon the Secretary, Co-Chairs, and Vice Chair, unless otherwise ordered by the Board, shall have the discretionary authority to grant or deny Freedom of Information requests;

1. The Secretary, agreed upon by the Co-Chairs and Vice Chair, unless otherwise directed by the Board, shall be empowered to censor portions of any material that can be detrimental to the ideals of privacy as discussed in applicable Bylaws;

2. The Secretary agreed upon by the Co-Chairs and Vice Chair, must provide reasoning if a Freedom of Information request is denied;

• f)  If any officer of the Arizona High School Democrats fails to complete any tasks or duties outlined in this Act or in the Bylaws, they may be subject to investigation and removal pursuant to Article II Section 10;

• g)  All provisions of this Act shall take immediate effect on passage, unless the Board provides by amending resolution otherwise;

CERTIFICATION

Camillia Baker, Co-Chair of the Arizona High School Democrats, Gauri Murkoth, Co-Chair of the Arizona High School Democrats, and Riya Nalla, Secretary of the Arizona High School Democrats certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on January 31, 2023.

I certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, last amended January 24th, 2023.

Camillia Baker

Camillia Baker, Co-Chair

Gauri Murkoth

Gauri Murkoth, Co-Chair

Riya Nalla

Riya Nalla, Secretary