By-Laws

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As a public charity, it is the direction of the founders to make sure that this organization is implemented and continued, under the letter of the law, honestly, openly and morally correct. In order to achieve this, the founders have set forth guidelines of all aspects of operation.
 
These guidelines are EVERY KID COUNTS, INC. BY-LAWS
 
ARTICLE I – OFFICES
 
The principal office of the corporation in the state of Arizona, shall be located at 8220 E. Appaloosa Trail, Scottsdale, AZ 85258 in the county of Maricopa. The corporation may have such other offices, either within or without the State of incorporation as the board of directors may designate or as the business of the corporation may from time to time require. (Amended 01/06)
 
ARTICLE II – HONORARY DIRECTORS (Reinstated)
 
ARTICLE III – BOARD OF DIRECTORS
 
1. GENERAL POWERS.
 
The business and affairs of the corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of the State.
 
2. NUMBER, TENURE AND QUALIFICATIONS.
 
The number of directors shall be an initial three. Each director shall hold office for a two-year term and until his or her successor shall have been elected and qualified.

3. REGULAR MEETINGS.

The annual meeting of the directors, shall be held without other notice than this by-law and at the same place as, the annual meeting of the executive council. the directors may provide, by resolution, the time and place for holding of additional regular meetings without other notice than such resolution.

4. SPECIAL MEETINGS.

Special meetings of the directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meetings of the directors called by them
 
5. NOTICE.

Notice of any special meeting shall be given at least 7 days previously thereto by written notice delivered personally, or by telegram or mailed to each director at their business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company. The attendance of director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting in not lawfully called or convened.

6. QUORUM.

At any meeting of the directors, three directors shall for the transaction of business, but if less than said number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

7. MANNER OF ACTING.

The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors.

8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
 
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of the majority of the executive council members. Vacancies occurring by reason of removal of directors without cause shall also be the vote of the executive council. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the expired term of their predecessor.

9. REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by vote of the executive council or by action of the board. Directors may be removed without cause only by unanimous vote of the executive council.

10. RESIGNATION.
 
A director may resign at any time by giving written notice of the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt therefore by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

11. COMPENSATION.

No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

12. PRESUMPTION OF ASSENT.

A director of the corporation who is present at a meeting of the directors at which action on any corporation matter is taken shall be presumed to have assented to action taken unless their dissent shall be entered in the minutes of the meeting before adjournment therefore or shall forward such dissent to such action with the person acting as the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

13. EXECUTIVE AND OTHER COMMITTEES.
 
The board, by resolution, may designated from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.

ARTICLE IV: Friends of the Kids Board –  (Adopted January 2006)
 
1. GENERAL POWERS.
 
The communications of the corporations shall be passed on for presentation to the Friends of the Kids board of directors’ chairman.  The Friend of the kids’, shall in all cases act as an advisory and support board, to assist the board of directors with ideas and solutions to any situation that may arise, and they may adopt such rules and regulations for the conduct of their meetings, as they may deem proper, not inconsistent with these by-laws and the laws of the State.
 
2. NUMBER, TENURE AND QUALIFICATIONS.
 
The number of directors of the board shall be an initial three.  The board of directors must approve all appointments of any Friends of the Kids board member.  Each Friend of the kids shall hold office until the next annual meeting of the board of directors and until their successor shall have been selected and qualified.
 
3. REGULAR MEETINGS.
 
The annual meeting of the Friends of the Kids, shall be held without other notice than this by-law an at the same place as, the annual meeting of the executive council.  The chairman of the advisory board may provide, by resolution, the time and place for holding of additional regular meetings without other notice than such resolution.
 
4. NOTICE.
 
Notice of any special meeting shall be given at least 7 days previously thereto by written notice delivered personally, or by telegram or mailed to each advisor at their business address.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company. The attendance of advisor at a meeting shall constitute a waiver of notice of such meeting, except where an advisor attends a meeting for the express purpose of objecting to the transaction of any business because the meeting in not lawfully called or convened.
 
6. QUORUM.
 
At any meeting of the Friends of the Kids board members, three advisors shall for the transaction of business, but if less than said number is present at a meeting, a majority of the advisors present may adjourn the meeting from time to time without further notice.
 
7. MANNER OF ACTING.
 
The act of the majority of the Friends of the Kids board members present at a meeting at which a quorum is present shall be the act of the advisors.
 
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
 
Newly created advisory positions resulting from an increase in the number of Friends of the Kids board and vacancies occurring in the board for any reason except the removal of advisors without cause may be filled by a vote of the majority of the board of directors.  Vacancies occurring by reason of removal of Friends of the Kids board member without cause shall also be the vote of the board of directors.  An new member appointed to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexplored term of their predecessor.
 
9. REMOVAL OF DIRECTORS.
 
Any or all of the Friends of the Kids board member may be removed for cause by vote of the board of directors or executive council.  FOTK may be removed without cause only by unanimous vote of the executive council and or the board of directors.
 
10. RESIGNATION.
 
An Friends of the Kids board member may resign at any time by giving written notice of the board, the president or the secretary of the corporation.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt therefore by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

11. COMPENSATION.
 
No compensation shall be paid to any Friends of the Kids board member , as such, for their services, but by resolution of the board of directors, a fixed sum and expenses for actual attendance at each regular or special meeting of the board may be authorized.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
 
ARTICLE V – EXECUTIVE BOARD OF DIRECTORS/OFFICERS
 
1. GENERAL POWERS.
 
The day-to-day operations shall be the responsibility of the executive directors. The executive directors shall in all cases act as the officers of the organization, to present the board of directors with ideas and solutions to any situation they may arise, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of the State.
 
1. NUMBER.
 
The number of executive directors be an initial (13) and shall consist of the chairman of the board, vice chairman, a president, a vice-president, a secretary and a treasurer, associate director and 5 Executive Board Members at Large each of whom shall be elected by the board of directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the directors or President. From time-to-time and executive position may be shared by two directors and deemed as co-officers with a collective one vote.
 
2. ELECTION AND TERM OF OFFICE.
 
The board of directors shall elect the officers of the corporation every two years at the annual meeting of the board of directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have been removed in the manner hereinafter provided.
 
3. REMOVAL.
 
Any officer or agent elected or appointed by the directors may be removed by the directors whenever in their judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
 
4. VACANCIES.
 
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexplored portion of the term.

5. CHAIRMAN OF THE BOARD

The Chairman of the Board shall preside over the General quarterly, annual and called special meeting of the Board of Directors. The role of the COB, form time to time, is to act as a community liaison of the charity at public and private events. The COB overseas the action of the general board as well as the executive board and serves as a chief advisor to the President.
 
6. VICE CHAIRMAN OF THE BOARD (Adopted 12-05-08)
 
The Vice-Chairman of the Board in the absence of the Vice Chairman shall preside over the General quarterly, annual and called special meeting of the Board of Directors. The role of the VCOB, form time to time, is to act as a community liaison of the charity at public and private events. The VCOB overseas the action of the general board as well as the executive board and serves as an advisor to the President.Â
 
7. PRESIDENT.
 
The president shall be the principal executive officer of the corporation and, subject to the control of the directors and the executive council, shall in general supervise all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the directors and advisory board of directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the directors, certificates, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution therefore shall be expressly delegated by the directors or by these by-laws to some other officer or agent of the corporation, or shall be required b law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the directors from time to time.
 
8. VICE-PRESIDENT.
 
In the absence of the president or in event of his death, inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall perform such other duties as from time to time may be assigned to him by the President or by the directors.
 
9. SECRETARY.
 
The secretary shall keep the minutes of the executive councils and the directors meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required, be custodian of the corporate records and of the seal of the corporation and in general perform all duties as incident to the office of the secretary and such other duties as from time to time may be assigned to them by the president or by the directors.
 
10. TREASURER.
 
If required by the directors, the treasurer shall give a bon for faithful discharge of their duties in such sum and with such surety or sureties as the directors shall determine. They shall have charge and custody of and be responsible for all funds securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall b selected in accordance with these by-laws and in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to them by the president or by the directors.
 
11. STATE DIRECTOR
 
The State Director shall be the principal executive officer of the chartered State and, subject to the control of the directors, President and the executive council, shall in general supervise all of the business and affairs of the corporation in his or her State. They shall, when present, preside at all meetings of the directors and advisory board of directors. They may sign, with the secretary or any other proper officer of the Charter State or National corporation thereunto authorized by the directors, certificates, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution therefore shall be expressly delegated by the directors or by these by-laws to some other officer or agent of the corporation, or shall be required b law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the directors from time to time.
 
12. SALARIES.
 
The salaries of the officers shall be fixed from time to time by the directors and no officer shall be prevented from receiving such salary by reason of the fact that they are also a director of the corporation.
 
ARTICLE VI – DISCRIMINATION
 
There will at no time be any discrimination of race, color, creed, religion or sexual gender. Anyone caught discriminating against any persons will be automatically expelled by the executive council, with out any exceptions granted.
 
ARTICLE VII – CONTRACTS, LOANS, CHECKS AND DEPOSITS
 
1. CONTRACTS.
 
The directors may authorize any officer or officers, agent or agents, to enter 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.
 
2. LOANS.
 
No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances.
 
3. CHECKS, DRAFTS, ETC.
 
All checks, drafts or other orders for payment of money, notes or other evidences indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the directors.
 
4. DEPOSITS.
 
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as directors may select.
 
ARTICLE VIII – FISCAL YEAR
 
The fiscal year of the corporation shall begin on the 31 day of December in each year.
 
ARTICLE IX – SEAL
 
The directors shall provide a corporate seal which shall be circular in form and a shall have inscribed thereon the name of the corporation, the state of incorporation, year of incorporation and the words, “Corporate Seal”.
 
ARTICLE X – WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any executive councilman or director of the corporation under the provisions of these by-laws or under the provisions of the articles of incorporation, a waiver to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
 
ARTICLE XI – AMENDMENTS
 
These by-laws may be altered, amended or repealed and new by-laws may be adopted by a vote of the executive council and the board of directors at any annual meeting when the propose amendment has been set out in the notice of such meeting.
 
EVERY KID COUNTS, INC. BY-LAWS
 
(Amendments – Annual Board Meeting – January 2009)
 
Amend
Article I Principal office of the corporation:
Read: 8220 E. Appaloosa Trail Scottsdale, Arizona 85258
Changed to: 6900 E. Camelback Road, Suite 210, Scottsdale, AZ 85251

Amend
Article II
Reads: Honorary Director (Omitted)
Change Title to Read: Honorary Director (Reinstated)
Omit all sections o f Article II

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