Name and Location. The name of the corporation is Consular Corps of Arizona, hereinafter referred to as the “Corps”. The principal office of the Corps shall be located in Maricopa County, Arizona, but meetings of the members and directors may be held at such places within the State of Arizona as may be designated by the Executive Board.
A. CLASSES OF MEMBERSHIP.
1. Active Members. All consuls, deputy consuls, vice consuls, consular agents and representatives whether career or honorary, having the status of an official, as well as acting representatives, within the State of Arizona during the time that such officials are acting within the State of Arizona on behalf of their government, are entitled to membership subject to the approval of a majority of the members of the Consular Corps. Membership shall be considered by the presentation of credentials of appointment and approval thereof by the Executive Board established by these by-laws. In the event a consular official whose status is not covered by these by-laws shall be appointed by his government, the credentials thereof shall be submitted by the chief of consulate or diplomatic superior to the members of the Corps for their decision as to admission.
2. Emeritus Members. When an active consular representative with a minimum of five years active service in Arizona retires the Corps may extend to such person an honorary life membership in the Corps including all privileges thereof by a majority vote of the membership provided membership dues are current.
3. Advisory Board Members. Are leaders in our community that share our vision/mission and are able to contribute to the growth of the organization. These individuals may be nominated by any active or emeritus member for admission to the Executive Board. The Executive Board may introduce candidates to the membership for affirmation or make a direct appointment. Advisory Board members may terminate their relationship at any time and/or board members may be replaced at the beginning of a new administration at the discretion of the Executive Board.
1. An active member who no longer represents a nation for any reason shall automatically be terminated from membership but may be considered for Emeritus membership as above provided.
2. Active members or Emeritus members may be terminated by a majority vote of three-quarters (3/4) of the membership of the Corps entitled to vote, with or without cause.
C. MEMBERSHIP LIST.
The Corps shall maintain a directory of all members of the Consular Corps, such list shall be updated at least quarterly and a copy thereof be published or delivered to those offices or entities interested in having such a list including, but not limited to, the Office of the Governor of Arizona, the Arizona Secretary of State, the Department of Motor Vehicles, the Department of Public Safety and major cities and universities.
The Corps shall hold at least three (3) regular meetings each calendar year and at a time and place to be determined by the Executive Board. In addition, the Corps shall hold meetings upon the request of the Chairman, the Executive Board or vote of the membership, and notice thereof shall be given to the Secretary and to each member of the Corps prior to the meeting.
At the regular full meeting of the Corps, or at a special meeting called for such purpose, officers of the coming year shall be elected to serve for the ensuing two (2) calendar years. If possible, the election of the Executive Board shall take place in/at the end of November.
The presence of no less than 10 Members entitled to vote shall constitute a quorum.
The affairs of the Corps shall be managed by an Executive Board that consist of the Chairman, Vice Chairman, Secretary, Treasurer and Director. The Chairman shall preside at the meetings of the Corps and shall represent the Corps at all gatherings or other functions. In all matters submitted to vote, either at meetings of the Corps or the Executive Board, the Chairman shall have the deciding vote in the event of a tie. In the absence of the Chairman, the Vice Chairman shall assume his duties and prerogatives. Any two positions other than Chairman and either Secretary or Treasurer may be held by the same person. Any position other than Chairman may be held by an Emeritus Member. The immediate Past Chairman may serve as an adviser to the Executive Board, and shall be entitled to attend all meetings of the Executive Board.
The Secretary shall be responsible for all the correspondence of the Corps, maintain the minutes of the meetings and the documents or records of the Corps. The Treasurer shall be responsible for the collection of dues, luncheon assessments or other funds and give account at the regular meetings and annual meeting.
The Director will serve as an additional member to assist with assignments, projects and other duties as assigned by the Chair.
Vacancies of the Executive Board shall be filled by vote of the members of the Corps at the first regular meeting held after the vacancy occurs, or at a special meeting called for such purpose. The same shall apply to vacancies in any office. The presence of no less than 10 voting members present at a regularly called meeting shall constitute a quorum at meetings of the membership and a simple majority shall constitute a majority at the meetings of the Executive Board. Nominations to fill a vacancy for any reason other than expiration of a term shall be made by the Executive Board. The most Senior Member of the Consular Corps shall be designated as “DEAN”. The “DEAN” shall have no duties unless requested by the Chair.
NOMINATION AND ELECTION OF BOARD MEMBERS
Section 1. Nomination. Nomination for election to the Executive Board made upon the expiration of an officer’s term shall be made by a Nominating Committee. Nominations may also be made from the floor at a regular meeting at which officers are elected. The Nominating Committee shall be appointed by the Executive Board prior to a meeting at which at least one member of the Executive Board is to be elected. The members shall serve from the close of such annual meeting until close of the next annual meeting. The Nominating Committee shall make as many nominations for election to the Executive Board as it shall in its discretion determine, but no less than the number of vacancies are to be filled. Such nominations may be made from non-members of the Corps but membership in the Corps shall be required prior to serving on the Executive Board. The Chairman shall not serve on the Nominating Committee.
Section 2. Election. Election to the Executive Board shall be by open vote or, at the request of any member, by secret written ballot. The person receiving the largest number of votes shall be elected. Cumulative voting is not permitted. Unless all annual dues are current a member may not vote at any meeting of the Corps nor serve on the Executive Board. Election of the officers due to expiration of term, shall occur at the regular meeting in the month of November prior to the term completion date. Installation of Officers will take place at the December meeting with a term effective date of January 1st and a duration of 2 years.
POWERS AND DUTIES OF THE EXECUTIVE BOARD
Section 1. Powers. The Executive Board shall have all the powers and duties necessary for the administration of the affairs of the Corps and may do all such acts and things as are required to be exercised and done by the Corps. The Executive Board shall have the power from time to time to adopt any rules and regulations being necessary for the benefit and operation of the Corps with the Articles of the Corps or these By-Laws. In addition to the duties imposed by these By-Laws or by any Resolution of the Corps that may hereafter adopt it, the Executive Board shall on behalf of the Corps:
(a) Collect dues from the members, deposit the proceeds thereof in a bank depository designated by the Executive Board and use the proceeds to carry the administration of the corporation.
(b) Open bank accounts on behalf of the Corps and designate the signatories thereof.
(c) Pay the costs of all authorized services rendered to the Corps.
Section 2. Duties. It shall be the duty of the Executive Board to:
(a) Cause to be kept a complete record of all its acts and affairs and to present a statement thereof to the members at the annual meeting of its members, or at any special meeting when such statement, is requested in writing by three (3) of the members who are entitled to vote.
(b) Supervise all officers, agents and employees of the Corps and to see that their duties are properly performed.
(c) Meet no less frequently than quarterly.
The Executive Board shall appoint Committees as deemed appropriate in carrying out its purposes.
BOOKS AND RECORDS
The books, records and papers of the Corps shall at all times, during reasonable business hours, be subject to inspection by any member. The Articles and the By-Laws of the Corps shall be available for inspection by any members at the principal office of the Corps, where copies may be purchased at a reasonable price.
Section 1. These By-Laws may be amended by affirmative vote of the majority of the members present at any regular or special meeting called for that purpose; provided, however, that written notice of proposed amendments shall be communicated to each member at least fifteen (15) days prior to the date of such meeting.
Section 2. In the case of any conflict between the Articles and these By-Laws, the Articles shall control.
Section 3. The Secretary of the Corps shall deliver a copy of any such amendments to each voting member of the Corps and shall attach a copy to these By-Laws as an amendment thereto. If there is a conflict between the amendment and any other by-law, the amendment shall control.
All matters and questions concerning protocol in formal diplomatic matters including diplomatic courtesy and the carrying or displaying of flags will be resolved based on applicable United States Department of State guidelines. However, for the purpose of all meetings and social functions members will be listed and/or grouped by alphabetical order of country.
All meetings and correspondence of the Corps shall be conducted in the English language.
In connection with any vote on the part of members of the Consular Corps, such vote shall be cast by the representative of that nation and member of this Corps. In the event that one nation holding membership in this Corps is represented by more than one representative, the vote shall be cast by the most senior representative, or in the absence of a representative, by the senior emeritus member of that nation present.
Any person who serves as an officer or director or who serves on a board or council in an advisory capacity to the non-profit corporation or board of directors of a non-profit corporation shall be immune from civil liability and shall not be subject to suit directly or by way of contribution for any act or omission resulting in damage or injury if such person was acting in good faith and within the scope of his official capacity, unless such damage or injury was caused by willful and wanton or grossly negligent conduct of such person. Nothing in this subsection shall limit or modify any manner the duties or liabilities of a director or person serving in an advisory capacity to the corporation or the corporation’s members. “Official capacity” as used in this subsection is any decision, act or event undertaken by the non-profit corporation in furtherance of the purpose or purposes from which such organization is organized. The corporation shall have the power to indemnify any person as permitted in A.R.S. Title 10.
These Amended and Restated By-Laws adopted this 24th day of March 2009, by an affirmative vote of the majority of the membership, after proper notice, and shall supersede any and all by-laws heretofore adopted by the Consular Corps.
BRAD BRADOS, Chairman
BERNARD OTREMBA-BLANC, Vice-Chairman
TONY BANEGAS, Secretary-Treasurer
This document was prepared for ratification and approved by the members of the Consular Corps of Arizona on February 24, 2011.
CHARLES OELFKE, Secretary
By-laws amended and approved by the membership on February 28, 2013.
MICHAEL COREY CHAN, Chairman
ELIZABETH WILLIS, Secretary