AMENDED AND RESTATED BYLAWS OF THE METROPOLITAN PIMA ALLIANCE, INC.

A NONPROFIT CORPORATION

ARTICLE I 

PURPOSE

The purposes and powers of the Corporation are set forth in, and governed and limited by, its Articles of Incorporation. The Corporation is a nonprofit, charitable and educational corporation, and shall not have nor issue capital stock or other evidences of private ownership or interest in the Corporation or any of its assets, and no part of the net profits of the Corporation shall inure to the benefit of any private individual or member.

ARTICLE II  

MISSION STATEMENT

MPA works to create a prosperous community by promoting collaborative real estate development policies, building partnerships and finding common ground.

ARTICLE III 

MEMBERSHIP AND VOTING

The Corporation shall have no voting members. However, the Corporation may have two (2) classes of non-voting members as follows, none of whom shall be deemed members pursuant to Arizona Revised Statutes §10-3140. 

Section 1. General Members

The general members of the Corporation ("General Members") shall consist of those persons or entities having an interest in supporting and furthering the objectives of the Corporation as approved or ratified from time to time by the Board of Directors. Each General Member shall duly appoint one person to be its designated representative (the "Designated Representative"). The General Members shall identify and may change the Designated Representative only upon written notice from the General Member to the Corporation. The designation or re-designation of the Designated Representative is subject to the Board of Directors' approval. Only the Designated Representative of a General Member may serve on the Board of Directors or as a chairperson of a committee. The rights, privileges and obligations of each General Member shall be determined by the Board of Directors. Membership shall be for one year, with the right in the Board of Directors to renew any membership and to cancel or terminate any membership and expel any General Member for nonpayment of dues or assessments, violation of these Bylaws or policies adopted by the Board of Directors, conduct detrimental to the Corporation's mission or reputation, or other good cause as determined by the Board of Directors in its reasonable discretion after providing the General Member with notice and an opportunity to be heard.

Section 2. Government Members

The government members of the Corporation (the "Government Members") shall consist of state, local and county governmental or quasi-governmental entities having jurisdiction over the real estate development industry in the Pima County metropolitan area and approved or ratified from time to time by the Board of Directors.

Each Government Member shall appoint one person to be its Designated Representative and four additional persons who may receive mailings and otherwise participate in the activities of the Corporation. The Designated Representative of a Government Member may serve as a chairperson of a committee. The rights, privileges and obligations of each Government Member shall be determined by the Board of Directors. The Government Membership shall be for one year, with the right of the Board of Directors to renew Government Membership and to cancel or terminate any Government Membership and expel any Government Member for nonpayment of dues or assessments, violation of these Bylaws or policies adopted by the Board of Directors, conduct detrimental to the Corporation's mission or reputation, or other good cause as determined by the Board of Directors in its reasonable discretion after providing the Government Member with notice and an opportunity to be heard. A Government Member shall be allowed to attend all meetings and presentations of the Corporation.

Section 3. Dues and Fees

The Board of Directors may determine dues for the general membership and government membership for each fiscal year. The Board of Directors may, in its sole discretion, determine what, if any, assessments are to be levied against General Members and Government Members. Nonpayment of dues or assessments shall be grounds for termination of general membership and government membership unless reasonable cause exists for nonpayment as determined by the Board of Directors.

Section 4. Membership Period and Membership Rights

New General Members and Government Members joining the Corporation may join at any time upon payment of the membership dues. The membership for each General Member and Government Member shall begin on the date the Corporation receives payment in full of its dues and shall terminate at the end of their annual membership period as determined by the Board. In its discretion, the Board of Directors may accept a payment plan for dues.

Membership shall be deemed solely for purposes of social, business, and community involvement, and for learning, teaching and educational purposes, all in relation to the Corporation's essential nonprofit purposes. Membership confers absolutely no rights and shall be deemed at the pleasure of the Board of Directors. Membership types and classifications may be changed or eliminated at any time at the sole discretion of the Board of Directors. Membership carries no voting rights of any nature.

ARTICLE IV

PRIVILEGES AND OBLIGATIONS

The right of non-voting members to participate in regular meetings and other actions of the General Members and Government Members, regular, annual or special, shall be controlled by the Board of Directors and limited to the General Members and Government Members in good standing at the time.

ARTICLE V 

OFFICERS AND DIRECTORS

Section 1. Officers

The officers of the Corporation shall consist of an Executive Director, a Chairman of the Board (Chairman), a Secretary, a Treasurer, an Immediate Past Chairman, an Incoming Chairman (if determined by the Board), a Legal Counsel, and such other officers as may from time to time be provided for by the Board of Directors, which shall prescribe their duties. Other than the Executive Director, the officers shall be elected annually by the Board of Directors from among the members of the Board of Directors. The officers shall serve for a one (1) year term but such term may be renewed by the Board; provided, however, that the Chairman may serve no more than two (2) consecutive one-year terms in that office.

Section 2. Duties of Officers

The duties of the officers shall be as follows:

(a) Executive Director. The Executive Director shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall perform all duties incident to the office of Executive Director and such other duties as may be prescribed by the Board of Directors from time to time. The Executive Director may be a paid employee of the Corporation. The Executive Director shall have authority to execute contracts and obligations on behalf of the Corporation within budgetary limits and authority delegated by the Board of Directors or these Bylaws.

(b) Chairman. The Chairman shall chair and preside over all meetings of the Corporation, and shall be a member of the Board of Directors. The Chairman shall have authority to act on behalf of the Corporation in routine matters and shall coordinate with the Executive Director on operational decisions.

(c) Incoming Chairman. The Incoming Chairman, in the absence or inability to act of the Chairman, shall have all the powers and shall perform the duties of the Chairman. The Incoming Chairman shall chair the Governance Committee. The Incoming Chairman shall perform other such duties as may be authorized or required by the Board of Directors. The Incoming Chairman shall succeed to the office of Chairman at the end of the Chairman's term.

(d) Secretary. The Secretary shall keep all books and records required by law, by these Bylaws, or by the Board of Directors to be kept and shall be given notices as required by law, these Bylaws or the Board of Directors or Members. The Secretary shall have authority to certify Board actions and execute documents requiring the Secretary's signature.

(e) Treasurer. The Treasurer must be a Certified Public Accountant licensed and in good standing with the Arizona State Board of Accountancy. The Treasurer shall be responsible for the supervision and maintenance of the financial records of the Corporation and shall render statements of any and all accounts of the Corporation to the Executive Director and Board of Directors when so requested. The Treasurer shall serve as chairperson of the Finance Committee and shall oversee the preparation of annual budgets, financial reports, and audits. The Treasurer shall ensure that appropriate financial controls and procedures are in place and followed. The Treasurer shall have authority to approve routine financial transactions within approved budgets.

(f) Immediate Past Chairman. The Immediate Past Chairman shall serve as chairman of the Governance Committee if the Incoming Chairman is not present at a duly called meeting. The Immediate Past Chairman shall also perform other such duties as may be authorized or required by the Chairman or the Board of Directors.

(g) Legal Counsel. The Legal Counsel must be an attorney licensed and in good standing with the State Bar of Arizona. The Legal Counsel shall provide legal guidance to the Board of Directors on governance matters, review contracts and legal documents as requested by the Board or Executive Director, and advise the Board on legal compliance matters. The Legal Counsel shall promptly notify the Board if the Legal Counsel's license is suspended, restricted, or subject to any disciplinary action, or if the Legal Counsel has been charged with professional misconduct. The Legal Counsel position may be held by a Director or may be filled by retaining outside counsel to serve in this capacity. If the Legal Counsel provides legal services to the Corporation for compensation, the Legal Counsel shall recuse from voting on matters related to the Legal Counsel's compensation or engagement.

Section 3. Governance Committee

The Corporation shall have a Governance Committee, which shall be a committee of the Board of Directors, and which shall govern the day to day activities of the Corporation, subject to oversight and control by the Board of Directors. The Board of Directors may from time to time delegate certain duties and responsibilities to the Governance Committee. The Governance Committee shall be comprised of the current Officers who are Directors and the Legal Counsel (whether or not the Legal Counsel is a Director), plus the Executive Director who shall be an ex-officio, non-voting member. The Governance Committee shall meet as called by the Incoming Chairman or by the Executive Director. The Governance Committee shall have only those powers expressly delegated to it by the Board of Directors.

The Governance Committee shall serve as the nominating committee for incoming Board Members and future officers of the Board, constructing each year a list of prospective Directors, Ex-Officio Directors, Emeritus Directors, and officers for consideration by the Board of Directors.

The Governance Committee shall conduct an annual evaluation of the Executive Director's performance and shall be responsible for making recommendations to the Board of Directors regarding the Executive Director's compensation, performance objectives, and professional development.

Section 4. Absence of Executive Director

The Governance Committee may appoint from its members a committee whose duty and authority shall be to act in instances when the Executive Director has resigned, been removed from their position, or is unable to act in a supervisory capacity.

Section 5. Board of Directors

(a) Board of Directors. The governing body of the Corporation shall be a Board of Directors consisting of not more than twenty-five (25) persons, including officers, through December 31, 2026; not more than twenty (20) persons, including officers, from January 1, 2027 through December 31, 2029; and not more than fifteen (15) persons, including officers, from January 1, 2030 forward. The number of Directors may be increased or decreased from time to time by action of the Board of Directors within these limits, but the Board shall be composed of not less than ten (10) persons, unless these Bylaws should be amended by the Board to permit a different number. Directors shall serve a term of four (4) years and are eligible for re-election for up to two (2) additional terms of two (2) years each, for a maximum aggregate service of eight (8) years. Each Director shall serve until the end of his or her term, or removed, or until a successor shall have been duly elected and qualified, whichever occurs first. The Directors shall remain aware of the policies of the Board of Directors with respect to the responsibilities of each Director and the adopted statements applicable to the conduct of Directors.

(b) Non-Voting Participation with the Board of Directors.The Board of Directors may recognize from time to time ex-officio Board participants ("Ex-Officio Director") and/or emeritus Board participants ("Emeritus Director"). Each of the Ex-Officio Directors and Emeritus Directors shall be non-voting participants of the Board of Directors. Ex-Officio Directors and Emeritus Directors may attend and participate (other than voting) at all Board of Director meetings and receive materials provided to the Board of Directors, except as each may be limited by the Board of Directors in their sole discretion.

(i) Ex-Officio Director. Ex-Officio Directors shall comprise not more than five (5) persons at any time and each such participant shall serve a term of one (1) year. Ex-Officio Directors must be from state, county or local government, local universities or other community organizations, or as otherwise desired by the Board of Directors. Ex-Officio Directors shall remain aware of the policies of the Board of Directors with respect to the responsibilities of each Director and the adopted statements applicable to the conduct of Directors.

(ii) Emeritus Director. Emeritus Directors shall comprise not more than six (6) persons at any time and each such position shall serve a term of three (3) years and are eligible for re-election for an aggregate of up to two (2) terms. Emeritus Directors must meet the following qualifications: (1) not be a current Director; (2) have served three full terms as a Director; (3) served as an Officer and/or a Chairperson of a major Corporation event (e.g., Common Ground, Immersion); and (4) have a consistent record of participation in Board meetings and Corporation events. The Board may elect an Emeritus Director who does not meet all of the above criteria if it can be shown that the Emeritus Director candidate otherwise served MPA with distinction. Emeritus Directors serve at their pleasure and shall not be subject to any requirements regarding meeting or event attendance or participation.

Section 6. Qualifications, Nominations, and Elections

(a) Qualifications.

(i) Directors. Each Director must be a Designated Representative of a General Member in good standing. The Board shall have the right to determine whether a member is in good standing based upon compliance with rules and policies of the Corporation and payment of dues and fees. Directors shall not be Government Members or Designated Representatives thereof, nor shall a Director be a Designated Representative of a membership organization which is a Member.

(ii) Ex-Officio Director. Each Ex-Officio Director must be from state, county or local government, local universities or other community organizations, or as otherwise desired by the Board of Directors.

(iii) Emeritus Director. Each Emeritus Director must meet the qualifications set forth in Section 5(b)(ii) of this Article.

(b) Nominations. The Governance Committee shall each year construct a list of prospective Directors, Ex-Officio Directors, and Emeritus Directors for consideration by the Board of Directors in filling offices or positions next expiring.

(c) Elections. Each December, the Board of Directors shall vote by simple majority to elect Directors to replace those whose terms will expire at the end of the year or for any other Director vacancies. The following January, the Board of Directors shall vote by simple majority to elect any Ex-Officio Directors and/or Emeritus Directors, if applicable.

Section 7. Resignations

Any Director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, and if no time is specified, at the time of its receipt by the Executive Director, Chairman or Secretary. Acceptance of a resignation shall not be necessary to make it effective. In the event of a resignation, the remaining Directors in office, even if less than a quorum, by a majority vote, may appoint a Designated Representative of any qualified General Member to fill such vacancy and to hold office for the unexpired term and until his or her successor shall be duly chosen. Such appointment shall be made within sixty (60) days of the effective date of the resignation unless the Board determines that the vacancy will be filled at the next regular election cycle.

Section 8. Vacancies

If a vacancy shall occur in the office of any Director, the remaining Directors in office, even if less than a quorum, by a majority vote, to the extent permitted by law, may appoint the Designated Representative of any qualified General Member to fill such vacancy and to hold office for the unexpired term and until his or her successor shall be duly chosen. Such appointment shall be made within sixty (60) days of the vacancy occurring unless the Board determines that the vacancy will be filled at the next regular election cycle. If a vacancy occurs more than six (6) months before the next scheduled December election, the Board may conduct an interim election at any regular or special meeting to fill the vacancy.

Section 9. Removal of Officers and Directors

A Director or Officer may be removed before the expiration of his or her term by an affirmative vote of removal of at least a majority of the total number of Directors of the Corporation. The Board by a majority vote of a quorum present, and at its discretion, may declare the position of a Director to be vacant if a Director has more than three (3) absences from regular Board of Directors meetings in any twelve (12) month period and the Board in its sole judgment determines that such absences were without justifiable cause or reasonable excuse. Directors are expected to attend all Board meetings in person unless attendance by other means is specifically authorized by law or by the Board for extraordinary circumstances. The Board of Directors may also remove a Director for failure to participate in at least one (1) committee of the Corporation, or for any other reason including, in the sole discretion of the Board of Directors, matters of noncompliance with the Corporation's policies and any adopted statements of the Directors' responsibilities.

Section 10. Voting and Action by Directors

All reference in these Bylaws to action by the Directors shall mean action by the voting members of the Board of Directors. Without limitation, reference to a majority does not include ex-officio members of the Board of Directors.

Section 11. Execution of Contracts and Obligations

All contracts or agreements entered into, or liabilities incurred by the Corporation, shall be approved by the Board of Directors and executed by the Executive Director and any of the following: the Chairman, Secretary, or Treasurer; provided, however, that: (a) execution by the Executive Director together with execution by any officer of the Corporation shall be sufficient for expenses for the Corporation's Common Ground, Wild Ride or other functions within approved budgets; (b) execution of contracts outside of approved budgetary amounts may not exceed $1,500.00 without board approval; and (c) the "day-to-day" expenses of the Corporation, such as the purchase of supplies, equipment, or services not exceeding $1,000.00 for any single purchase, may be by contract executed by the Executive Director alone.

Section 12. Financial Oversight and Audits

The Board of Directors shall ensure appropriate financial oversight of the Corporation. The Treasurer, working with the Finance Committee, shall ensure that the Corporation undergoes an independent financial review or audit at least once every three (3) years, or more frequently as determined by the Board of Directors. The Board shall review and approve the engagement of independent auditors or reviewers. The results of any financial review or audit shall be presented to the full Board of Directors.

ARTICLE VI 

MEETINGS

Section 1. Annual Meeting

An annual meeting of the Board of Directors may be held at such time and such place, and in such manner, as determined each year by the Board of Directors. Appointment of Directors shall occur at the annual meeting or as determined by the Board of Directors. In addition, the Directors shall elect the Officers at the annual meeting as provided for in these Bylaws.

Section 2. Regular Meetings of Directors

Regular meetings of the Board of Directors may be held within or without the State of Arizona at such time and place as the Board of Directors may from time to time determine. Meetings may be held in any manner permitted by law.

Section 3. Special Meetings of Directors

Special meetings of the Board of Directors may be called at any time by the Executive Director or at the request in writing of a majority of the Board of Directors.

Section 4. Action Without a Meeting

Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if all those entitled to vote consent to the action in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors. Signatures may be electronic and may be obtained by counterpart. Such resolution in writing, signed by all members of the Board of Directors entitled to vote, shall be deemed to be the action of the Board of Directors with the same force and effect as if the same had passed at a duly convened meeting; and the Secretary of the Corporation shall record any such resolution in the minute book under its proper date.

Section 5. Quorum for Action of Board

A quorum shall consist of a majority of the number of the Directors permitted to vote.

Section 6. Emergency Meetings

In the event of an emergency as determined by the Executive Director or Chairman, notice of meetings of the Board of Directors may be provided in any reasonable manner, as permitted by law. Such notice need not be in writing. A quorum for an emergency meeting shall be not less than five (5) members of the Board of Directors.

ARTICLE VII 

COMMITTEES AND TASK FORCES

The Board of Directors may appoint such committees and task forces as it believes necessary or helpful to achieve the Corporation's purposes. The Board of Directors shall establish a Finance Committee, which shall be chaired by the Treasurer, to oversee the Corporation's financial management, budgeting, and financial reporting.

ARTICLE VIII 

FISCAL AND ELECTIVE YEAR

Section 1. Fiscal Year

The fiscal year of the Corporation shall be the calendar year unless otherwise determined by the Board of Directors.

Section 2. Elective Year

The elective year of the Corporation shall be the calendar year unless otherwise determined by the Board of Directors.

ARTICLE IX

RULES OF ORDER

Robert's Rules of Order, latest edition, shall be recognized as the authority governing the meetings of the Board of Directors, Committees, forums and task forces, in all instances wherein its provisions do not conflict with these Bylaws.

ARTICLE X  

AMENDMENTS

These Bylaws may be amended by affirmative vote of a majority of the voting Directors comprising the Board of Directors. Proposed amendments shall be provided to all Directors at least ten (10) days prior to the meeting at which the vote on amendments will occur, except in cases of emergency as determined by the Board. The Board of Directors may, in its discretion, seek input from General Members and Government Members before voting on proposed amendments, but such input shall be advisory only and shall not be binding on the Board.

ARTICLE XI

DISSOLUTION

Upon dissolution of the Corporation, the Board of Directors, after providing for the payment of all obligations, shall distribute any remaining assets to any other non-profit tax exempt organization in a manner consistent with the Articles of Incorporation and applicable law, including any applicable federal and Arizona tax law.

ARTICLE XII 

INDEMNIFICATION

Section 1. Authority to Indemnify.

The Corporation shall, to the extent permitted by law, indemnify any person against liability and expenses, including without limitation, attorneys' fees, judgments, fines and amounts paid in settlement, actually and reasonably suffered or incurred by reason of the fact that he/she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity, in all circumstances in which, and to the extent that, such indemnification is permitted by A.R.S. §10-3851, §10-3852 and §10-3856, as such provisions may hereafter be amended or renumbered, or the analogous provision of any future Arizona nonprofit corporation code. Any indemnification hereunder shall be made by the Corporation subject to applicable provisions of law pertaining to the standards of conduct for any indemnitee, and only as authorized pursuant to A.R.S. §10-3855, as it may hereafter be amended or renumbered, or the analogous provision of any future Arizona nonprofit corporation code. To the extent permitted by law, indemnification shall include the advancing of legal expenses, or reimbursement of same, prior to any final determination of liability, and subject to applicable provisions of law pertaining to the standards of conduct for any indemnitee.

Notwithstanding the foregoing, the total amount of indemnification provided by the Corporation for any single claim or series of related claims shall not exceed $1,000,000 unless otherwise approved by a two-thirds vote of the disinterested Directors. This limitation shall not apply to mandatory indemnification required by law or to insurance proceeds.

Section 2. Insurance.

The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director or officer of the Corporation, or was serving at the request of the Corporation as a Director or officer, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such whether or not the Corporation would have had the power to indemnify him against such liability under this Article. The Corporation shall also have the power to purchase and maintain insurance on behalf of any person who is or was an employee or agent of the Corporation. The Board shall review the adequacy of such insurance coverage at least annually.

Section 3. Non-Exclusive.

The indemnification and insurance provisions herein set forth shall not be exclusive of any rights to which any Director, officer, employee or agent of the Corporation may otherwise be entitled to by law, including mandatory indemnification under A.R.S. §10-3852.