ARTICLE I – Name
The name of the corporation is Arizona Attorneys for Criminal Justice, Inc.
ARTICLE II – Seal
The seal of the corporation shall be circular in form and shall bear in its outer edge the words Arizona Attorneys for Criminal Justice, and the word Arizona. The Board of Governors may change the form of this seal or the inscription thereon by majority vote.
ARTICLE III – Principal Office
The principal office for the transaction of the business of the corporation is fixed and located in the county of Maricopa, State of Arizona.
The Board of Governors may change the location of the principal office from one location to another in such county.
The removal of the principal office of the organization to another county shall be done only by amendment to the Articles of Incorporation of the corporation.
ARTICLE IV – Specific Purposes
Arizona Attorneys for Criminal Justice has been formed to improve the quality and administration of justice.
The objectives and purposes of this organization shall be as follows:
A. To protect and insure by rule of law those individual rights guaranteed to all people, rich and poor alike, by the Arizona and Federal Constitutions, and to resist all efforts made to curtail such rights;
B. To improve the professional status of all lawyers and to encourage cooperation between lawyers engaged in the furtherance of our objectives through publications, education, and mutual assistance; and
C. To engage in all activities on a local, state and national level that will advance the purposes for which this organization is formed in order to promote justice and the common good of the citizens of the United States.
ARTICLE V – Membership
Section 1. Persons Eligible
Except as set forth in Section 2 of this Article, the following persons are eligible for membership in the organization:
Any attorney who is a member of any state bar is eligible for membership.
Any law student, paralegal or law clerk is eligible for non-voting membership.
Any professional person who is involved with the criminal justice system but is not an attorney, and is in agreement with the purposes of the organization is eligible for nonvoting membership as an Allied Professional of Arizona Attorneys for Criminal Justice.
Section 2. Persons Not Eligible for Membership
Persons employed in the offices of prosecutors, including, but not limited to, United States Attorneys, City Attorneys, County Attorneys or Attorneys General are not eligible for membership in the organization. Further, any person engaged in a full-time judicial function, including any full-time judge, commissioner or referee, is disqualified from membership. Any question regarding membership shall be referred to the Board of Governors. If the Board of Governors approves the application by a three-fourths (3/4) vote, the application shall be accepted.
A person who meets the following criteria may be approved by the Board for full membership:
Member in good standing of any State Bar;
Devotes a substantial portion of his or her practice to criminal defense law;
Spends no more than twenty-five percent (25%) of the time devoted to his or her law practice as a prosecutor.
Section 3. Admission to Membership
Any person desiring to become a member of the association shall file with the Executive Director a written application for membership in such form as may be prescribed by the Board of Governors.
An applicant who qualifies for membership in accordance with Sections 1 and 2 shall be admitted to membership upon payment of appropriate dues. Questions regarding qualification for membership shall be resolved by a majority vote of the Board of Governors present and voting.
ARTICLE VI – Dues – Membership
Section 1. Dues Structure
Membership dues shall cover a period of one year and are due and payable each July 1 annualst ly. The annual dues for Patrons, Sustaining Members, Regular Members, Allied Professionals, Paralegals, Law Clerks, and Law Students shall be fixed by the Board of Governors.
Section 2. Lifetime Membership, Patrons and Sustaining Membership
Any member of Arizona Attorneys for Criminal Justice may elect to become a patron or sustaining member. Patron members and sustaining members shall be listed as such in the organization’s directory and/or quarterly magazine. Lifetime members shall be entitled to forego payment of registration fees for all AACJ seminars following their payment of appropriate dues to attain that status of membership.
Section 3. Failure to Pay Dues
If a member fails to pay annual dues within three months after the date they are due, his or her membership will be considered inactive. Membership shall be reinstated only upon the payment of dues.
Section 4. Right of Members
Each member of this corporation, with the exception of law students, paralegals, law clerks, and allied professionals, shall be entitled to one vote. The right of a member to vote shall cease on the termination of his or her membership. No member shall be entitled to share in the distribution of the corporate assets upon the dissolution of the corporation.
Section 5. Expulsion, Censure or Resignation of Members
Any member may be censured, suspended, or expelled for good cause by the Board of Governors, after hearing, by the affirmative vote of not less than two-thirds of the total Board of Governors. Before any such action may be taken, written charges must be filed against the member and written notice of the proposed hearing must be given to the member at least ten (10) days before the hearing. At the hearing, the member charged shall be given an opportunity to be heard and to present evidence in answer to the charges.
Section 6. Annual Meetings
The Annual Meeting of the membership for the transaction of such business as may be necessary or advisable shall be held in January of each year at a time and place set by the Board of Governors. At such meeting the results of the election of persons to fill the expiring terms of Governors shall be announced.
Notice of the time and place for such meeting shall be e-mailed to each member and posted on the website http://www.aacj.org, not less than forty (40) days before the meeting.
Any meeting may be adjourned from time to time until its business is completed; and the members present at any meeting, if less than a quorum, may adjourn until a quorum is present.
Section 7. Special Membership Meetings
Special meetings of the membership may be held at any time on the call of the President, President-Elect, or by order of a majority of the Board of Governors, or on the written request of one-fifth (1/5) of the membership of record.
Section 8. Notice of Special Meetings
Notice of a special meeting, stating the time, place and purpose or purposes thereof, shall be e-mailed to the membership and posted on the website http://www.aacj.org, not less than five (5) days before such meeting.
Section 9. Quorum
At any meeting of members of the corporation, those members present in person or by written proxy shall constitute a quorum for all purposes except as otherwise provided by law. The act of a majority of the members present at any meeting shall be the act of the full membership. A meeting may be adjourned from time to time by vote of a majority of the members present in person or by written proxy, without notice other than by announcement at the meeting and without further notice to any absent member.
Section 10. General Voting at Meeting
At every meeting of members of the corporation, each member shall be entitled to vote in person, or by written proxy which bears a date no more than eleven (11) months prior to such meeting. Each member of the corporation shall be entitled to one vote. In the discretion of the President, the vote upon any question before the meeting shall be by written ballot.
Section 11. Waiver of Notice
Whenever, under the provision of any law or under the provisions of the Articles of Incorporation or Bylaws of this corporation, the corporation or the Board of Governors or any committee thereof is authorized to act after notice to the members of the corporation or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time if such requirements are waived in writing by the person or persons entitled to such notice.
Section 12. Inspectors of Election
The President may appoint two persons (who need not be members) to serve until and including the next annual meeting as inspectors of election, and if any inspector shall refuse to serve or shall not be present, the President may appoint a substitute inspector. The inspectors shall count the ballots and certify the results to the Secretary.
Section 13. Action Without Meeting
Any action which may be taken at a meeting of members may be taken without a meeting if authorized in writing signed by a majority of members who would be entitled to vote on such action at a meeting.
Section 14. Compensation and Expense
Members shall not receive any compensation or other expenses for attendance at meetings of the membership.
The Board of Governors shall have the power in its discretion to contract for and to pay to members rendering unusual or special services to the corporation compensation appropriate to the value of such services rendered.
Section 15. Liabilities of Members
No person who is now, or who later becomes, a member of this corporation shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors of this corporation shall look only to the assets of this corporation for payment.
ARTICLE VII – Board of Governors
Section 1. Number and Powers
The Board of Directors of this corporation shall be known as the Board of Governors and shall consist of the elected members and the previous two (2) Past Presidents.
The membership of the Board of Governors shall be designed to represent the membership of the organization as a state wide organization and reflect its emphasis on the importance of strong indigent defense. The Board of Governors shall be composed of:
One (1) Representative from the Federal Public Defender’s Office
One (1) Representative from the Pima County Public Defender’s Offices
One (1) Representative from the Maricopa County Public Defender’s Offices
Eight (8) Representatives from Maricopa County.
Four (4) Representatives from Pima County.
One (1) Representative from each other county in Arizona, except Graham and Greenlee Counties will share one (1) Representative, and Apache and Navajo Counties will share one (1) Representative.
The two immediate Past Presidents.
The current President.
Subject to the limitations of the Articles of Incorporation, other sections of these Bylaws, and Arizona law, all powers of this corporation shall be exercised by or under the authority of, and the business and affairs of this corporation shall be controlled by, the Board of Governors. Without limiting the general powers, the Board of Governors shall have the following powers:
(a) To select and remove all other officers, agents, and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, the Articles of Incorporation, or the Bylaws, fix their compensation, and require from them security for faithful service.
(b) To conduct, manage, and control the affairs and business of the corporation, and to make rules and regulations not inconsistent with law, the Articles of Incorporation, or by Bylaws.
(c) To borrow money and incur indebtedness for the purposes of the corporation, and for that purpose to cause to be executed and delivered, in the corporation’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidence of debt and securities as provided in the Articles of Incorporation.
(d) To elect every year commencing in January 2006 from the membership of the Board of Governors officers which shall consist of President, President-Elect, Secretary and Treasurer who shall serve together with the chairs of the permanent committees to compose the entire Executive Committee. The President-Elect will automatically assume the position of President at the end of that president’s term. Therefore no election will be held for the office of president.
(e) To appoint Representative to fill any vacancies in the Board of Governors until the next election is held. If more than one candidate is nominated for appointment, then the Board of Governors shall choose the Representative by majority vote. If more than one year remains on the unexpired representative term, then the duration of the appointment is the remainder of that year, and at the next election the eligible members shall elect a Representative to complete the second year of the term.
(f) To appoint an Executive Director.
(g) To make, alter, amend, and repeal the Bylaws of the corporation by affirmative vote of twothirds (2/3) of the Governors present.
Section 2. Election and Term of Office
The business and property of the corporation shall be managed and controlled by a Board of Governors, who shall be elected for a term of two (2) years, except as otherwise provided in these sections and by board resolution, and shall take office at the meeting at which their election is announced.
Only voting members who are not engaged in the prosecution of criminal cases are eligible to be on the Board of Governors.
The members of the Board of Governors, with the exception of the immediate Past Presidents and President, shall be divided into two groups for the purpose of establishing the tenure of each Governor, and to ensure that approximately one-half (1/2) of the members of the Board of Governors are replaced each year. Although all members of the Board of Governors shall serve two-year terms, those two-year terms will be staggered with the regular yearly elections being for the members of Group One and then Group Two on an alternating basis. Specifically, these groups will be set up as follows:
The Apache and Navajo Counties Representative;
The Coconino County Representative;
The Graham and Greenlee Counties Representative;
Four of the Maricopa County Representatives;
The Mohave County Representative;
The Navajo County Representative;
Two of the Pima County Representatives;
The Yavapai County Representative; The Maricopa County Public Defender Representative; and
The Federal Public Defender Representative.
The Cochise County Representative;
The Gila County Representative;
The LaPaz County Representative;
Four of the Maricopa County Representatives;
Two of the Pima County Representatives;
The Pinal County Representative;
The Santa Cruz County Representative;
The Yuma County Representative; and
The Pima County Public Defender Representative.
The bi-annual election for seats on the Board of Governors shall be held at a time designated by the President. The results of the election shall be announced to all candidates and sitting members of the Board of Governors no later than (45) days prior to the election for officers.
The President-Elect need not run for re-election and will automatically remain a member of the Board of Governors.
Representatives seeking election from a particular County or Office must maintain their principal office in that County or Office. Representatives from each County will be voted on only by members whose principal office is also located in that County. Representatives from County Public Defender offices will be voted on only by Public Defender members of those offices in the same County. Public Defender Offices shall include Public Defender, Legal Defender, Legal Advocate, and any other indigent defense office of a similar nature. The representative of the Federal Public Defender shall be voted on only by members of that office, regardless of their county of residence.
In the event of a tie for membership on the Board of Governors, the currently sitting members of the Board of Governors, except the President and the Past Presidents, shall vote for the candidates tied for a Board position. If the vote of the Board of Governors results in a second tie, the President and Past Presidents shall decide by secret ballot.
Section 3. Resignation
A Governor may resign at any time by giving written notice of such resignation to the Board of Governors.
Section 4. Vacancies
Any vacancy on the Executive Committee shall be filled for the unexpired portion of the term upon presidential nomination. In the event of a vacancy in the position of President, the President-Elect shall finish the unexpired term. In the event of a vacancy in the position of president-elect, the confirmed nominee will be the next president. Any vacancy in the board of governors shall be filled by an interim appointment until the next general election, at which time there will be a special election for any unexpired term.
Section 5. Annual Meetings
The annual meeting of the Board of Governors shall be held in January of each year in conjunction with the annual meeting of the membership in general. At the meeting, the election results of the Board of Governors and of the Executive Committee shall be announced.
Section 6. Special Meetings
Special meetings of the Board of Governors may be called by the President and must be called on the written request of one-third of the members of the Board of Governors.
Section 7. Regular Meetings of the Board
Regular meetings of the Board shall be held no less frequently than quarterly at such times and places as the President shall designate.
Section 8. Notice of Meetings
Notice of all meetings of the Board of Governors, except as herein otherwise provided, shall be given either in writing, by e-mail, or by telephone at least ten (10) days before the meeting to the business or residence address of the Governors. Such notice may be waived by any Governor.
Section 9. Presiding at Meetings
The President shall preside at meetings of the Board of Governors and the membership meeting. In the absence of the President, the President-Elect shall preside. If the President and President- Elect are absent, a chair chosen by the Governors present shall preside. In the event of a tie vote the chair shall be the tie-breaker.
Section 10. Quorum
At all meetings of the Board of Governors, one-third (1/3) of the voting members shall be necessary and sufficient to constitute a quorum.
Section 11. Contracts and Services
Except as otherwise restricted, the Governors and officers of the corporation may be interested directly or indirectly in any contract relating to or incidental to the operation conducted by the corporation and may make contracts, enter transactions, or otherwise act for and on behalf of the corporation, notwithstanding that they may also be acting as individuals, or as trustees of trusts, or as agents for other persons or corporations, or may be interested in the same matters as stockholders, directors, or otherwise, provided, however, that any contract, transaction, or act on behalf of the corporation in a matter in which the Governors or officers of the corporation are personally interested as stockholders, directors, or otherwise, shall be at arm’s length and not violative of the prescriptions in the Articles of Incorporation or these Bylaws against the corporation’s use or application of its funds for private benefit; provided further that any such personal interest is disclosed to the Board of Governors of the corporation; and provided further that no contract, transaction, or act is a prohibited transaction or would result in the denial or revocation of the corporation’s tax exception under Section 501(c)(6) or Section 504 of the Internal Revenue Code of 1954 or Title 10, Arizona Revised Statutes as they now exist or as they may hereafter be amended.
Section 12. Restrictions on Corporation and Governors
This corporation and the Governors hereof shall have the following restrictions:
(a) No part of the net earnings of the corporation shall inure to the benefit of any private person, member, Governor or individual. This section shall not apply to scholarships provided to law students, wages paid to employees, nominal stipends paid to non-member individuals providing the corporation with temporary assistance (i.e. clerical, administrative, etc.), or charitable contributions.
(b) No compensation shall be paid to any member, officer, Governor, creator or organizer of the corporation, substantial contributors thereof, or any other person except as a reasonable allowance for services actually rendered to or for the benefit of the corporation and reimbursement for travel tendered solely for the benefit of the corporation. Governors shall not receive any compensation for their services as Governors, or for attendance at either regular or special meetings of either the members or the Governors.
(c) The corporation is organized to serve public interests. Accordingly, it shall not be operated for the benefit of private interests, such as members, contributors, or persons controlled directly or indirectly by such interests.
Section 13. Powers
All the corporate powers, except as are otherwise provided in these Bylaws and in the general non-profit law of the State of Arizona, shall be vested in and exercised by the Board of Governors. The Board of Governors may, by general resolution, delegate to committees or to officers of the corporation such powers as may legally be delegated.
All actions of the Board at a regular or special meeting shall be by majority vote of those Governors present and voting unless specified otherwise herein or otherwise required by law.
Section 14. Duties
The Members of the Board of Governors shall be present at the annual meeting of members and other board meetings.
ARTICLE VIII – Executive Committee
Section 1. Composition
The Executive Committee shall be composed of the President, President-Elect, the immediate Past President, Secretary, and Treasurer. The chairs of the permanent committees shall be non-voting members of the Executive Committee.
Section 2. Function
The Executive Committee shall be responsible for the day-to-day operation of this organization under the policies of the Board of Governors. The President or his or her designee shall preside at all meetings of the Executive Committee. The committee shall meet when designated by the President either in person or by telephone. The committee may act on the agreement of those members present. Disagreement shall be resolved by majority vote.
Section 3. Permanent Committees
Starting in January 2014 there shall be the following permanent committees: Political, Finance, Amicus and Rules, Ethics, Member Services, Planning, Communications, and Indigent and Capital Representation. The chairs of the Political, Amicus and Rules, Member Services, Communications, and Indigent and Capital Representation committees shall be voting members and appointed by the President within 20 days of assuming the office. The President shall be the chair of the Ethics Committee, the President-Elect shall be the chair of the Planning Committee, and the Treasurer shall be the chair of the Finance Committee. The executive committee may appoint such non-permanent committees as it deems necessary.
Section 4. Duties of Officers
The President is the chief executive officer of this organization. The President is the official representative of the organization. The President is the chair of the Ethics Committee. The President may designate others to represent the organization. The President may appoint such other ad hoc committees as might be required designating the chair of each. Such committees shall expire at the end of the appointing president’s term, unless terminated earlier.
The President-Elect is the chair of the planning committee. The President-Elect should be involved in the day-to-day affairs of the organization and assist the President as required.
The Secretary is responsible for creating minutes of all meetings of the Board of Governors and Executive Committee. The Secretary is responsible for the setting of agendas of all meetings under the direction of the President.
The Treasurer shall be responsible for all financial business of the organization and shall be a required signature on all organization bank accounts. The Treasurer is the chair of the Finance Committee. The Treasurer shall provide a report of the financial status of the organization at each Board of Governors meeting and as requested by the President.
Notice of intent to run for election as an officer shall be made no later than thirty (30) days prior to the election by providing notice of the position sought to the Executive Director. The Board of Governors shall be informed, in writing, of the names of all persons intending to run for an officer position by the Executive Director. Failure to provide notice of intent to run for election as an officer shall bar a person from running for that position unless there are no persons providing notice of intent to run for a particular position. The officers shall be elected by the incoming members of the Board of Governors except the president. In the event of a tie vote for any office, the president-elect shall break the tie.
ARTICLE IX – Effective Date
Section 1: Effective Date of these 2005 Amendments.
These revised by-laws shall become effective July 1, 2005.
Adopted March 9, 1994
Amended September 13, 1997
Revised November 22, 2000
Revised February 26, 2005
Revised January 18, 2014
NOTE: In order to initiate the staggered terms called for by Article VII, Section 2, the by-laws were temporarily amended to provide that half of the seats in the November, 2005 election were for one-year terms. This amendment is not shown above.