Arizona Arts, Sciences and Technology Academy  

   A Tax Exempt 501-(c)-3 Organization 

Charter

of

The Arizona Arts, Sciences And Technology

Academy Foundation, Inc.

 

             

                    The Arizona Arts, Sciences, and Technology Academy Foundation, Inc. (AASTA) (the “Corporation”) coalesces the cultural, scientific and technical wisdom of Arizona to promote the growth of an intellectual community within the State.   AASTA seeks to establish Arizona as a focus of leading influential thought, intellectual enrichment, and creativity.   AASTA is nonpartisan and broadly based in cultural, behavior and social sciences, the arts and humanities, physical and biological sciences, health sciences, administration, law and engineering and may provide advisory services to government and other organizations.

In the pursuit of this purpose, AASTA:

1. Undertakes and promotes activities to stimulate vibrant intellectual exchange among its members and with similar scientific and professional organizations throughout the world;

 

2. Identifies important issues, initiates and conducts studies concerned with these issues, convenes interested parties, and may prepare such reports on issues that, in the judgment of AASTA the public interest and the pursuit of the intellectual mission of the membership is served;

 

3. Responds to requests for studies and advice on matters related to arts, sciences and technology; and

 

4. Disseminates information to, and promotes understanding by, the public and the relevant professions, based upon AASTA's studies, statements, and reports.

Bylaws

of

AASTA

ARTICLE I

AASTA MEMBERSHIP

1.1                MEMBERSHIP .   The Members of AASTA shall consist of persons selected from the fields of arts, humanities, social scientists, life sciences, health sciences, physical sciences, engineering and technological disciplines, and other professions, such as law, medicine, and administration.

1.2                CATEGORIES OF MEMBERSHIP .   The members of AASTA shall be divided into the following below listed categories with the associated rights and privileges:

1.2.1             Fellows: Shall consist of members recognized for exceptional professional, service, and/or intellectual achievement.   AASTA Fellows shall possess full voting rights.

1.2.2             Members: Shall possess full voting rights and consist of persons possessing the following characteristics:

a) Distinguished professional and/or intellectual achievement in an academic or professional field;

b) Demonstrated and continued involvement with issues or endeavors of importance to the State of Arizona;

c) Skills, resources, and/or a demonstrated interest in matters likely to contribute to AASTA's tasks of assessing current knowledge, conducting studies, and considering policy issues; and

d) Willingness to be an active participant in AASTA activities.

1.2.3             Student Members: Undergraduate and graduate students may participate as student members and upon competition of their terminal degrees may apply for “Member” status.

1.3                ADMISSION BY NOMINATING COMMITTEE .    A Nominating Committee, appointed by the Board of Governors,   shall be vested with the responsibility to soliciting recommendations and the consideration of candidates for AASTA Fellowship status.   The Nominating Committee shall establish and amend as required the criteria and processes by which candidates for Fellowship are considered. Candidates for election to AASTA Fellowship status shall be submitted to the Board of Governors by the Nominating Committee and shall be elected upon a vote in favor of admission by a minimum of 60 percent of the Members of the Board of Governors.   Members shall be approved by a simple majority of the Nominating Committee subsequent to the filing of an application for Membership status.

1.4                DUES .   The Board of Governors will, from time to time, establish the amount of dues payable by each of the respective class of members and the manner in which dues will be paid.   No initiation or membership fees, other than the dues payable by the respective class of the Members, will be charged for admission to membership in the Corporation.   Charter Fellows and Charter Members may be assessed a one time Charter Fee.

1.5                RENEWAL OF MEMBERSHIP .   Membership in the Corporation may be renewed upon the payment when due of the appropriate amount of membership dues.

ARTICLE II

OFFICERS & CHAIRS

2.1                POSITIONS .   The Board of Governors shall elect, from a list of candidates provided by the Nominating Committee, the following corporate positions:

- Chair - The Chief Executive Officer of AASTA, shall preside at all meetings of the Board of Governors, shall sign and execute contracts or obligations of the Corporation, and shall do and perform such other duties as may be assigned by the Board of Governors.

 

-Vice Chair - shall perform such duties as the Board may assign and may perform the duties of the Chair in case of absence or disability.

- Secretary - shall keep the minutes of all proceedings of the Board; shall attend   the giving and serving of notices of the Corporation; when directed by the either the Chair or Vice-Chair shall sign in the name of the Corporation all contracts authorized by the Board; and in general perform all duties incident to the offices of the secretary, subject to the control of the Board.

 

-Treasurer - shall supervise the collection and deposit amounts due the Corporation, supervise the disbursement of funds by the Corporation and the maintenance of full and accurate records of the Corporation

2.2                ROLE OF NOMINATING COMMITTEE .   A Nominating Committee, appointed by the Board of Governors,   shall be vested with the responsibility to solicit recommendations and consider candidates for the above-listed corporate positions.   The Nominating Committee shall establish and amend as required the criteria and processes by which candidates for the above-listed corporate positions are considered and selected.   Candidates for election to the above-listed corporate positions shall be submitted to the Board of Governors by the Nominating Committee and shall be elected upon the affirmative vote of sixty (60%) percent of the Members of the Board of Governors.

2.3                OFFICES OF PRESIDENT AND VICE-PRESIDENT .   The President and Vice- President of the Corporation shall be full-time paid employees, and appointed by the Chair. The President and Vice-President shall normally serve initial terms of five years, renewable every five years by the same appointive procedure.   The President shall employ such other persons as are necessary to conduct the business of the Corporation and function as its Chief Executive Officer.   The President shall serve as an ex-officio member of all committees.   The Vice-President shall serve as the Chief Operating Officer and shall be empowered to act in the absence of the President.

ARTICLE III

FELLOWS AND MEMBERS

3.1                ANNUAL MEETING .   A meeting of the Fellows and Members shall be held annually at any time    and at such place, within or without the State of Arizona, as the Fellows and Members may determine for the purposes of electing a Board of Governors and for the transaction of any other business as may properly come before the Fellows and Members.  

3.2                NOTICE .   Notice of the annual meeting shall be mailed to the last known address of each Fellow and Member as the same appears on the records of the Corporation not less than ten (10) days nor more than sixty (60) days before the date of the meeting.

3.3                ORGANIZATION .   The Chair of the Board of Governors will preside at all meetings of the Fellows and Members or in the absence of the Chair, one of the other officers shall preside, or an acting Chair will be chosen by the Board of Governors.

3.4                QUORUM .   At all AASTA meetings, at least one-tenth (1/10) of the Fellows and Members, with voting privileges, will be present in person to constitute a quorum for the transaction of business.

3.5                ADJOURNMENT .    At any adjourned annual or special meeting a majority of the votes entitled to be cast, either in person or by proxy at the time of such meeting, may adjourn the meeting from time to time without further notice, and, thereupon, any business may be transacted which might have been transacted at the original meeting.   If the adjournment is for more than thirty (30) days, notice of the adjourned meeting will be given.   If after the adjournment, the Board of Governors fixes a new record date for the adjourned meeting, a notice will be sent to each Fellow and Member, with voting privileges, of record, notifying them of the new date set.

3.6                SPECIAL ANNUAL MEETING .   Whenever for any cause, an annual meeting of Fellows and Members not held on the day provided, a special meeting may be called by the Board of Governors in the manner as is prescribed for the holding of annual meetings of Fellows and Member.

3.7                VOTING .   At any meeting of the Fellows and Members, each Fellow and Member whose dues are not in arrears and who is present in person or by proxy will be entitled by one vote.

3.8                SPECIAL MEETINGS .   Special Meetings of the Fellows and Members for any purpose or purposes shall be held whenever called by the Board of Governors, either by written instrument or by the vote of no less than one-tenth (1/10) of the Fellows and Members.

3.9                NOTICE OF SPECIAL MEETINGS .   Notice of each special meeting of the Fellows and Members, stating the time and, in general terms, the purpose or purposes thereof, shall be mailed to the Fellows and Members not less than ten (10) nor more than thirty (30) days prior to such meeting in the same manner prescribed for giving notice of annual notice.

3.10              ACTIONS BY FELLOWS AND MEMBERS .   Except as otherwise provided by law or by these bylaws, any corporate action authorized by a majority of the votes cast at a meeting will be deemed to be an act of the Fellows and Members.

3.11              WAIVER .   Attendance of a Fellow or a Member at a meeting shall constitute waiver of a notice of such meeting, except when such attendance is for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.   Any Fellow or Member may waive notice of any annual or special meeting   by executing a written notice of waiver either before or after the time of the meeting.

ARTICLE IV

BOARD OF GOVERNORS

4.1                DUTIES .   The Board of Governors will have general power to control and manage the affairs and property of the Corporation in accordance with the purposes and limitations set forth in the Corporation's Charter and Bylaws.

4.2                NUMBER .   The number of Governors that will constitute the Board will be fixed by resolution of the Board and that number will constitute the “entire board” for purposes of Law.   The number of Governors will be not less than twelve (12) nor more than thirty (30), not including any ex-officio member of the Board.   The number of Governors may be increased or decreased by action of the Board of Governors by amending these Bylaws, provided that any action of the Governors to effect an increase or decrease, the number of Governors will require the vote of a majority of the entire Board.   The Board of Governors shall be elected at the annual meeting of the Fellows, and each Governor shall hold office until his or her successor is elected and qualified. No decrease in the number of Board of Governors will shorten the term of any incumbent Governor.

4.3                ELECTION OF BOARD OF GOVERNORS .    At each annual meeting, a number of Governors equal to that of those whose terms have expired will be elected by a plurality of the Fellows   and Members for a term of three years and the earliest of the election or appointment and qualification of the Governor's successor or until the Governor's death, resignation, or removal.   Initial terms of the Board of Governors Members shall be staggered such that one-third (1/3) of the Board of Governors is subject to election annually.   No more than one-third (1/3) of the Board of Governors shall be from the same fields of research or intellectual discipline.   No more than three-fourths (3/4) shall be selected from any single sector of employment.   No more than two-thirds (2/3) shall reside in the same county.   No less that three-fourths (3/4) of the Board of Governors shall be Fellows.

4.4                COMMITTEES .   Subject to the approval of the Board of Governors, the Chair shall appoint a Program Committee, a Nominating Committee, a Finance Committee, and such other standing committees for the operation of the Corporation as the Board deems appropriate.   Each standing committee will consist of three or more Governors.   Unless otherwise specified herein, the Board of Governors will appoint at its annual meeting the chairperson and the members of each standing committee to serve until the next annual meeting of the Board and the earliest of the election or appointment and qualification of their successors or until their death, resignation, or removal.   The Board of Governors will fill vacancies in the membership of any standing committee.

4.5                OPERATION OF COMMITTEES . At each meeting of a committee, one-third (1/3) of the members of the committee will be present to constitute a quorum.   The vote of a majority of the members of a committee present at any meeting at which there is a quorum will be the act of the committee.

4.6                MEETING BY CONFERENCE TELEPHONE .   Any one or more members of the Board of Governors or any committee may participate in a meeting of the Board of Governors or the committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by these means will constitute presence in person at a meeting.

4.7                FUND RAISING . In consultation with the Chair and the Board of Governors, the President shall engage in appropriate fund raising, including development of an endowment for support of the activities of the Corporation.

4.8                ENDOWMENTS . In any fiscal year, from amounts available for expenditure under the endowment funds dedicated to the Corporation, the President of the Corporation shall have authority to expend funds in an amount not to exceed five percent (5%) of the value of the endowment funds determined as of the first day, of the fiscal year.   Any specific additional expenditure of endowment requires the approval of a majority of the Board of Governors.

4.9                ATTENDANCE.   Members of the Board of Governors may be excused from continued service on the Board following two (2) consecutive absences from meetings of the Board.   The Board shall ensure that every effort is made to provide telephonic access to its meetings for members unable to attend in person.   The Board of Governors may waive any excusal based on consecutive absences if, in the judgment of the Executive Committee, exceptional circumstances apply.

ARTICLE V

CONFLICTS OF INTEREST

5.1                Any potential conflict of interest which could result in a direct or indirect financial or personal benefit to a Governor, officer or staff member must be disclosed in good faith or known to the Board of Governors prior to authorizing any contract or transaction.   The interested individual(s) may participate in the information gathering stage of the Board of Governor's, or committee's, discussion but will retire from the room in which the Board of Governors or the committee is meeting and will not participate in the final deliberation or decision regarding the contract or other transaction.   The interested individual may not vote on the contract or other transaction.   Interested Governors may be counted in determining the presence of a quorum at the meeting of the Board or of a committee which authorizes the contract or other transaction.   The minutes of the meeting of the Board of Governors or committee will reflect (a) that the conflict of interest was disclosed, (b) that the interested Governor, officer or staff member was not present during the final discussion or vote of the Board of Governors or committee and (c) and that the interested individual abstained from voting.   All questions as to whether a conflict of interest exists will be resolved by a majority vote of the Board of Governors in which the interested individual may not vote.

ARTICLE VI

INDEMNIFICATION

6.1                To the fullest extent permitted by law:

                    (a)                  The Corporation will indemnify any person (and that person's heirs, executors, guardians, administrators and any other legal representative of that person) who was or is a party or is threatened to be made a party to or is involved in (including as a witness) any threatened, pending, or completed action, suit, proceeding or inquiry (brought in the right of the Corporation or otherwise), whether civil, criminal, administrative, or investigative, and whether formal or informal, including appeals, by reason of the fact that the person is or was a Governor or officer of the Corporation, or, while a Governor or officer of the Corporation, 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, or other enterprise, for and against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by that person or that person's heirs, executors, guardians, administrators or legal representatives in connection with that action, suit, proceeding or inquiry, including appeals.   Notwithstanding the foregoing, the Corporation will indemnify any person seeking indemnification in connection with an action, suit, proceeding or inquiry (or part thereof) initiated by that person only if that action, suit, proceeding or inquiry (or part thereof) was authorized by the Board.

                    (b)                  The Corporation will pay expenses as incurred by any person described in subsection (a) of this Article in connection with any action, suit, proceeding or inquiry described in subsection (a) of this Article; provided, that, if these expenses are to be paid in advance of the final disposition (including appeals) of an action, suit, proceeding or inquiry, then the payment of expenses will be made only upon delivery to the Corporation of an undertaking, by or on behalf of the person, to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified under this Article or otherwise.

                    (c)                  The Corporation may purchase and maintain insurance on behalf of any person described in subsection (a) of this Article against any liability asserted against that person, whether or not the Corporation would have the power to indemnify the person against that liability under the provisions of this Article or otherwise.

                    (d)                  The provisions of this Article will be applicable to all actions, suits, proceedings or inquiries made or commenced after the adoption of this Article, whether arising from acts or omissions occurring before or after its adoption.   The provisions of this Article will be deemed to be a contract between the Corporation and each Governor or officer who serves in such capacity at any time while this Article and the relevant provisions of the laws of the State of Arizona and other applicable law, if any, are in effect, and any repeal or modification of this Article will not adversely affect any right or protection of any person described in subsection (a) in respect of any act or omission occurring prior to the time of the repeal or modification.

                    (e)                  If any provision of this Article will be found to be invalid or limited in application by reason of any law or regulation, that finding will not affect the validity of the remaining provisions of this Article.   The rights of indemnification provided in this Article will neither be exclusive of, nor be deemed in limitation of, any rights to which any person described in subsection (a) of this Article may otherwise be entitled or permitted by contract, the Certificate of Incorporation, vote of the Board, or otherwise, or as a matter of law, both as to actions in the person's official capacity and actions in any other capacity while holding the office, it being the policy of the Corporation that indemnification of any person described in subsection (a) of this Article will be made to the fullest extent permitted by law.

                    (f)                   For purposes of this Article, reference to "other enterprises" will include employee benefit plans; reference to "fines" will include any excise taxes assessed on a person with respect to an employee benefit plan; and reference to those serving at the request of the Corporation" will include any service as a Governor or officer of the Corporation which imposes duties on, or involves services by, that Governor or officer with respect to an employee benefit plan, its participants, or beneficiaries.

                    (g)                  The Corporation may, by vote of the Board, provide indemnification and advancement of expenses to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of and advancement of expenses to Governors and officers.

ARTICLE VII

PROGRAM AND BUDGET AND PROGRAMS.

7.1                BUDGET . The President, with the advice of the Treasurer and the Finance Committee, shall annually prepare and submit to the Board of Governors for approval an annual operating budget.  

7.2                PROGRAMS .   The President, with the advice of the Programs Committee, shall annually prepare and submit to the Board of Governors for approval a proposed program of studies to be conducted by the Corporation during the calendar year, such program of studies shall include ongoing studies and other programmatic activities.   The Programs Committee shall approve projects for submission to the Board of Governors and oversee their conduct.

7.3                PROJECT COMMITTEES . With the advice of the Program Committee, the Chair shall appoint the membership of committee conducting studies and preparing reports for dissemination, and such committees may include members who are not Fellows or Members of the Corporation.

7.4                APPROVAL AND RELEASE OF REPORTS .   With the approval of the Board of Governors and the Chair, the President of the Corporation shall make appropriate arrangements for the release of reports of studies and other products of the AASTA.   Approval of any report and review process by the Board of Governors shall constitute certification of the scientific and or intellectual competence and validity of such reports and recommendation for their public release.

ARTICLE VIII

AWARDS

                    Medals, prizes, or other awards may be established in accordance the provisions of trusts or grants awarded to the Corporation, or upon the initiative of the Board of Governors.

ARTICLE IX

AMENDMENTS

9.1                AMENDMENT OF CHARTER .   The Corporate Charter may be amended by a majority of the AASTA Fellows and Members, as ascertained either at an annual meeting or by a ballot of the membership.

9.2                AMENDMENT OF BYLAWS .   The Board of Governors of the Corporation is authorized to establish and amend Bylaws consistent with this Charter, subject to the approval of a majority of the Fellows and Members voting at an annual meeting of the Fellows and Members or by a ballot of the Fellows and Members.