ARTICLE I — NAME AND PURPOSE

Section 1 — Name: The name of the organization shall be Mobilizing America's Commitment to Veterans (also doing business as "Maricopa Association for Combat Veterans Foundation" or as "MACV Foundation"- also referred to in these bylaws as "Foundation"). It shall be a nonprofit organization incorporated under the laws of the State of Arizona.

Section 2 — Purpose:  Mobilizing America's Commitment to Veterans Foundation is organized exclusively for charitable and educational purposes - to support veterans and their families through:

* advocacy;
* information, referral, and assistance;
* support and facilitation for education, training, and vocational placement; 
* joint projects with community partners providing rehabilitation and reintegration services.

ARTICLE II — MEMBERSHIP

Section 1 — Eligibility for membership: Application for voting membership shall be open to anyone who supports the purpose statement in Article I.

Section 2 — Membership: Membership is granted after completion and receipt of a membership application and annual dues st at $500.00 per year. All memberships shall be granted upon a majority vote of the Board.

Section 3 — Annual dues: The amount required for annual dues shall be determined by the Foundation's  Board of Directors. Continued membership is contingent upon being up-to-date on membership dues.

Section 4 — Rights of members: Each member shall be eligible to appoint one voting representative to cast the member’s vote in Association elections.

Section 5 — Resignation and termination: Any member may resign by filing a written resignation with the Secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have his or her membership terminated by a majority vote of the membership.

Section 6 — Non-voting membership: The Board shall have the authority to establish and define non-voting categories of membership.

ARTICLE III — MEETINGS OF MEMBERS

Section 1 — Regular meetings: Regular meetings of the members shall be held quarterly, at a time and place designated by the President of the Board.

Section 2 — Annual meetings: An annual meeting of the members shall take place during September or October, the specific date, time and location of which will be designated by the President. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the Association, and determine the direction of the Association for the coming year.

Section 3 — Special meetings: Special meetings may be called by the President, the Executive Committee, or a simple majority of the Board of directors. A petition signed by five percent of voting members may also call a special meeting.

Section 4 — Notice of meetings: Printed notice of each meeting shall be given to each voting member, by mail and/or by email, not less than two weeks prior to the meeting.

Section 5 — Quorum: The members present at any properly announced meeting shall constitute a quorum for conducting non-legal business. More than fifty percent (50%) shall constitute a quorum for conducting legal business.

Section 6 — Voting: Unless otherwise stated in these bylaws, issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

ARTICLE IV — BOARD OF DIRECTORS

Section 1 — Membership status: Each Board member must be a Member in good standing of the Foundation.

Section 2 — Board role, size, and compensation: The Board is responsible for overall policy and direction of the Association and shall delegate responsibility for day-to-day operations to the CEO and other responsibilities to its committees. The Board shall have not fewer than four (4) members. The Board receives no compensation other than for reasonable expenses.

Section 3 — Terms: Board members shall serve two-year terms, but are eligible for re-election for up to five consecutive terms.

Section 4 — Meetings and notice: The Board shall meet at least quarterly, at an

agreed upon time and place. An official Board meeting requires that each Board member have written notice at least two weeks in advance.

Section 5 — Board elections: New directors and current directors shall be elected or re-elected by the voting representatives of members at the annual meeting. Directors will be elected by a simple majority of members present at the annual meeting.

Section 6 — Election procedures: A Board Development Committee shall be responsible for nominating a slate of prospective Board members representing the Foundation's diverse constituency. In addition, any member can nominate a candidate to the slate of nominees. All members will be eligible to send one representative to vote for each candidate, for up to 10 available positions each year.

Section 7 — Quorum: A quorum must be attended by more than fifty percent (50%) of

Board members for legal business to take place and motions to pass.

Section 8 — Officers and Duties: There shall be at least three officers of the Board, consisting of a President, Vice-President, Secretary and Treasurer. Their duties are as follows:

The President shall convene regularly scheduled Board meetings, shall preside or arrange for another member of the Executive Committee to preside at each meeting in the following order: Vice-President, Secretary, Treasurer, CEO.

The Vice-President shall chair committees on special subjects as designated by the Board.

The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.

The Treasurer shall make a report at each Board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

Section 9 — Vacancies: When a vacancy on the Board exists mid-term, the Secretary must receive nominations for new members from present Board members two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.

Section 10 — Resignation, termination, and absences: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be terminated from the Board due to excess absences, more than two unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

ARTICLE V — COMMITTEES

Section 1 — Committee formation: The Board may create committees as needed, such as fundraising, advocacy, education, information and referral, public relations, data collection, etc. The Board President appoints all committee chairs.

Section 2 — Executive Committee: The officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the Board of directors in the intervals between meetings of the Board of directors, and is subject to the direction and control of the full Board.

Section 3 — Finance Committee: The Treasurer is the Chair of the Finance Committee, which includes up to three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other Board members. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board or the Executive Committee.

Section 4 — Fiscal year: The fiscal year shall be the calendar year.

Section 5 — Annual reports: Annual reports are required to be submitted to the Board showing income, expenditures, and pending income.

Section 6 — Financial records: The financial records of the Foundation are public information and shall be made available to the membership, Board members, and the public.

ARTICLE VI — DIRECTOR AND STAFF

Chief Executive Officer (CEO): The CEO is hired by the Board. The CEO has day-to-day responsibilities for the organization, including carrying out the Association’s goals and policies. The CEO will attend all Board meetings, report on the progress of the organization, answer questions of the Board members and carry out the duties described in the job description. The Board can designate other duties as necessary.

ARTICLE VII — AMENDMENTS

Amendments: These bylaws may be amended when necessary by two-thirds majority of the Board of directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

CERTIFICATION

These bylaws were approved at a meeting of the Board of directors by a unanimous (more than two-thirds majority vote) on September 20, 2009. They were revised at a meeting of the Board of Directors on January 14, 2010,

Secretary: _____________________________  Date: _____________________
                   Douglas D. Brown