Paulden Area Community Organization
An Arizona Non-Profit and 501 c (3) corporation
BY – LAWS
PAULDEN AREA COMMUNITY ORGANIZATION
Article I. Identity
The name of this organization shall be Paulden Area Community Organization
(P.A.C.O.) and represents the area served by the Paulden Post Office to include
Sections 2, 11, 12, 13, 14, in Township 17 North Range 3 West and Sections 23,
24, 25, 26, 35 36 in Township 18 North, Range 3 West.
Article II. Objectives
The Paulden Area Community Organization without discrimination for reasons of
race, religion, national origin, gender, age or marital status shall carry out the
1) To render community services in an effort to enhance the welfare of the
2) To promote civic awareness of the citizens of Paulden and give them a voice in
the planning and management of the community by working closely with the
Yavapai County Board of Supervisors and other municipal, county, state and
federal agencies. However, this corporation shall not be used for the promotion or
stimulation of any business organization for profit, except in the attraction of
businesses for the convenience and with the approval, as stated in the Bylaws of
this corporation, of the residents of Paulden.
3) To promote amongst the residents of Paulden, mutual respect and a deeper sense
of community through education.
4) To defend the independent nature of this Agricultural community.
5) To preserve its rural character.
6) Protection and preservation of the water quality and water resources of the
For purposes of clarification, this organization:
. Will not be involved in disputes between residents
. Will not enforce laws or ordinances
. Will not act in the capacity of a homeowner’s association
Article III. Limits
The Paulden Area Community Organization shall observe all local, state and
federal laws that apply to a nonprofit organization as defined in section 501(c)(3)
of the Internal Revenue Code. Each Officer, at the time of his/her election by the
membership, shall submit a signed Disclosure Statement to be kept on file and
submitted to the Arizona Corporation Commission with the April Annual Report,
as required by the Arizona Corporation Commission. Officers of the Board may
not be related to one another. All matters of organization and conduct not
specifically described in these bylaws shall be carried out in accordance with
Roberts Rules of Order.
Article IV. Membership
All residents, property owners and business owners of the Paulden area, as defined
in Article I, are members and are represented by the Paulden Area Community
Organization. Members 18 years of age or older shall have voting privileges and
shall have only one vote. Members must be present to vote. Dues are not
mandatory, but are encouraged as a means to fund the operations of the Paulden
Area Community Organization. Dues shall be at such a rate or rates, as may be
from time to time prescribed by the Board of Directors.
Article V. Administration
A Board of Directors, elected by the membership, will conduct the business of the
Paulden Area Community Organization.
1) Board of Directors: The Board of Directors shall be composed of nine (9)
directors including a President, Vice-President, Secretary and Treasurer. Directors
must qualify as Members as stated in Article IV.
2) Election of Officers and Directors
a. Members shall nominate candidates at the regularly scheduled meeting at or
before the month of September
b. No nominees will be accepted following the September Community/Board
c. The election of officers and directors will occur at the General Membership
Meeting in October. Those elected shall be installed immediately following the
*AMENDED By Membership October 2009:
a. The President with board consultation will name a three member
nominating committee for the purpose of vetting perspective board
candidates. The nominating committee will place candidate names up for
election at the regularly scheduled October PACO General Meeting.
Candidates will be considered on the basis of their participation in PACO
meetings, events, community service and upholding the objective set forth in
Article II of the PACO Bylaws.
b. The nominating committee will accept prospective candidate names and
qualifications prior to the regularly scheduled board meeting for held in
c. No prospective nominations will be accepted following the regularly
scheduled PACO Board meeting in September.
d. The election of officers and directors will occur at the General Membership
Meeting held in November.
e. Those elected shall be installed at the following regularly scheduled PACO
General Meeting held in January. Board members leaving office shall serve
until the regularly scheduled PACO General Meeting in January following
the November election.
3) Duties of the Directors: In addition to the duties elsewhere stated in these
bylaws, it shall be the duty of the Board of Directors to:
a. Manage the annual budget of the Paulden Area Community Organization.
b. Issue publications, conduct referenda and generally advance the objectives of the
Paulden Area Community Organization.
c. Approve all contracts, holds public information meetings, insurance and
purchase of all new equipment, materials and real estate as approved by the
d. Make written rules for guidance, as approved by the membership, of the officers,
the board and committees.
e. Make only those representations or commitments for the board that fit the
definitions and objectives stated in Articles II above or any other article in these
bylaws unless so directed by the membership.
4) Terms of Office: The Directors shall serve two-year terms.
a. The following procedure shall be used to insure that not all officers’ and
directors’ terms expire atone time.
Two (2) officers, President and Treasurer, shall be elected to two-year terms. Two
(2) officers, Vice-
President and Secretary shall serve one-year terms. Thus in even numbered years,
starting with 2002, a Vice-President and Secretary shall be elected and in odd-
numbered years, starting with 2003, a President and Treasurer shall be elected.
Two directors (2) elected in 2001 shall serve one-year terms. The remaining three
(3) directors will serve two-year terms. Thus, in even numbered years, starting with
2002, two (2) directors shall be elected, and odd-numbered years, starting with
2003, three (3) directors shall be elected.
5) Director resignation or termination
a. In the event that any elected director wishes to resign or is forced to resign
because of health or other reasons, a letter of resignation should be presented to an
officer of the board as soon as possible.
b. Any director may be expelled by a two-thirds vote of the membership in
attendance at a meeting for that purpose, for conduct unbecoming a director or
conduct prejudicial to the aims and/or reputation of the Paulden Area Community
Organization. Any member may initiate expulsion proceedings by giving a written
notice to any board member stating the reasons for expulsion. Upon receipt of said
written notice, the Board of Directors must give written notice of Expulsion
Proceedings, to include reason for expulsion, to the affected director within seven
(7) days. The Director in question may request a hearing to be held at the next
Community/Board meeting following the written notice. The director in question
will be allowed one hour to explain, deny and/or discuss his/her conduct. The
Membership must decide at this Community/Board meeting to expel or retain the
director. The decision by the membership is final and may not be appealed.
c. In the event that any elected director is absent from three (3) consecutive
Community/Board meetings for reasons which the board fails to deem sufficient,
his/her resignation shall be deemed to have been rendered, and shall be accepted
by the Board. The Secretary shall notify said former director in writing.
6) Vacancies: Vacancies by resignation or otherwise of any director or elected
officer shall be filled by appointment by the Board and confirmation by the
membership present at the next regular Community/Board meeting. Floor
nominations to fill the vacancy will also be accepted at said meeting. Persons
filling such vacancies shall serve the remainder of the term of the director replaced.
7) Duties of officers of the Board:
a. President: the President shall serve as the chief executive officer of the Paulden
Area Community Organization and shall preside at all community/board and
general membership meetings. The President shall, with the advice and consent of
the Vice-President and Secretary, determine all committees, and select committee
chairs, subject to the approval of the Board. Members of the committee may be
selected from the Membership.
b. Vice-President: The Vice-President shall exercise the functions of the President
during the absence or disability of the President.
c. Secretary: The Secretary shall be the chief administrative officer and serve as
Secretary of the Board and of the Corporation, and cause to be prepared: notices,
agendas and minutes of the meetings of the community/board and general
membership. The Secretary, in cooperation with the Board shall be responsible for
the preparation of the business plan and operating budget covering all activities of
the Paulden Area Community Organization subject to the approval of the Board of
Directors and Membership.
d. Treasurer: The Treasurer shall be responsible for safeguarding and properly
disbursing all funds received by the Paulden Area Community Organization. Such
funds shall be kept on deposit in financial institutions, or invested in a manner
approved by the Board of Directors and Membership. Checks are to be signed by
the Treasurer or an officer appointed to sign checks in the absence of the Treasurer
and counter signed by the President. The Treasurer shall cause a monthly financial
report to be made to the Board and the membership.
e. Community/Board Meetings: The Board of Directors shall meet regularly at a
time and place to be determined by the Board an posted conspicuously at least two
weeks prior to the agreed upon date. Any director may call a special meeting of the
Board by communicating his or her wish to all other directors and receiving
agreement of same but such meeting must be posted publicly at least one week
prior to planned special meeting date. The Board shall make public the agenda of
all meetings, on any agenda item the public will be asked for comment and those
comments considered before a decision is made.
8) Board Conduct of Paulden Area Community Organization Business: A
quorum consisting of six of the nine directors must be present at all meetings of the
Board of Directors for which voting is required.
Should a vacancy(s) occur as described in Article V, items 5 and 6 above, the
number of directors required to transact business shall be reduced by one (1) for
a. If a quorum of Board of Directors cannot attend a meeting in person, the
meeting shall be postponed to a date and time when a quorum can attend.
9) Membership Meetings: There shall be an annual General Membership Meeting
in October for the purpose of the election of the officers and directors. Special
meetings of the membership may be scheduled and announced at the discretion of
the Board or as required by these Bylaws.*
*AMMENDED by membership October 2009; there shall be an annual
General Membership Meeting held in November for the purpose of electing
PACO officers and directors. Special meetings of the membership may
scheduled and announced at the discretion of the PACO Board of Directors or
as required as stated in these Bylaws,
10) Committee Meetings: The President or committee chairperson, with
notification to committee members, may call committee meetings at any time.
Committees are defined as information gathering entities and have no decision-
making authority. The Board of Directors at regularly scheduled meetings must
approve all recommendations by any committee.
11) Records: The Secretary or a person designated at the meeting shall take
written minutes of the discussion, proposals, votes and matters approved or
disapproved at all meetings. A copy of the minutes shall be placed in the Paulden
Area Community Organization Records Book.
12) Fiscal Year: The Paulden Area Community Organization fiscal year shall
begin January 1 through December 31.
13) Insurance: The Paulden Area Community Organization shall purchase and
maintain in force, Board of Director’s Insurance and General Liability Insurance.
Article VI. Revision
These Bylaws may be amended or rescinded by the Board and the General
Membership in concert. Proposed change(s) must be prepared and approved by a
two-thirds vote of the Board and must be announced in at least three General
Membership meeting. A two-thirds vote of at least thirty members of the general
membership, including the Board of Directors, in attendance at the third meeting is
required for adoption of the proposed change(s).
Article VII. Indemnification
To the limits of its financial and insurance resources, the Paulden Area Community
Organization shall indemnify directors (past and present) against legal fees,
judgments and/or penalties which may be incurred, assessed, rendered or levied in
any legal action brought against any of them, jointly or severally, as a result of any
act or omission proven to have been committed while acting in good faith within
the scope of their duties.
Article VIII. Use of Assets
Funds: The Paulden Area Community Organization shall use its funds only to
accomplish objectives and purposes specified in these bylaws, and no part of said
funds shall come into effect, or be distributed for personal use of the directors or
members of the Paulden Area Community Organization except as reimbursement
for approved expenditures.
1) Other assets: All personal and real property of the Paulden Area Community
Organization shall be held in the name of the Paulden Area Community
Organization, precluding the names of any individual members. Assets will be
used, sold, traded, leased or otherwise used, only as directed by the Membership.
Article IX. Dissolution
Upon dissolution of the Paulden Area Community Organization, any funds
remaining shall be distributed to one or more charitable, educational, scientific or
philanthropic organizations to be selected by the Board of Directors.
Adopted this ___________________ day of _____________ , ____________ by
the duly elected Board of Directors at the August 17, 2001 meeting a the Paulden
Volunteer Fire Station.