Article I. Title, Location, Corporate Seal
A. The name of the Corporation is the "Yuma County Airport Authority, Inc." ("Corporation").
B. The principal office of the Corporation shall be in or near the City of Yuma, Arizona, but the Corporation may have other offices at such places as the Board of Directors shall designate and the business of the Corporation may require.
C. The Corporation shall have a corporate seal, which shall be of such form and device as the Board of Directors may determine. It shall have inscribed thereon the name of the Corporation and the year of its creation and the words "Corporate Seal, Arizona." The Directors may change the form and device and inscription of the seal at their pleasure.
D. The Corporation is formed to operate, manage and maintain the Yuma International Airport in Yuma, Arizona under a lease authorized by Arizona Revised Statute Section 28-8411, et seq, which provides for its status as a body politic, a subdivision of the State of Arizona, County of Yuma.
Article II. Board of Directors and Meetings
A. The purpose of the Board of Directors is to set policies for the conduct of the business of the Corporation and to make decisions on important issues not otherwise delegated to the Airport Director.
B. Directors of the Corporation, as herein used, shall be limited to eleven (11) voting directors, who are bona fide electors and tax payers of the County of Yuma, State of Arizona, residing in Yuma County; who have repeatedly evidenced their interest in the promotion of air transportation and commerce; and as may be approved by the Board of Directors upon recommendation of any Director of the Corporation or the Board of Directors, as a whole. No individual may serve as a Director of the Corporation, who is an elected official of any state, county, city or town, or governing body.
C. All Directors of the Corporation elected or appointed, as provided by these Bylaws, shall serve for a term of three (3) years, or the remaining term of the vacancy that they fill. Upon completion of a Director's third consecutive term, such Director shall be ineligible to serve on the Board for a period of one (1) year.
D. At the Regular Meeting in February, the President of the Board of Directors shall appoint a Chairperson for each of the following Standing Committees:
1. Strategic Planning Committee. The Strategic Planning Committee is tasked with the overall strategic plan of the Corporation in an effort to promote and foster civil aviation at the Airport, as well as providing other assistance to the Corporation as desired by the Board of Directors.
2. Finance Committee. The Finance Committee is tasked with the financial issues facing the Corporation including but not limited to the annual fiscal budgeting process and evaluating the financial aspect of terms and conditions of operational agreements, short and long term financing, as well as providing other assistance to the Corporation as desired by the Board of Directors.
3. Public Relations Committee. The Public Relations Committee is tasked with the management of a favorable public image of the Corporation in the community as well as ensuring transparency and managing relationships between the Airport and its strategic partners. The Public Relations Committee shall oversee the maintenance and amendment of the Corporation's By-Laws from time to time, in addition to providing other assistance to the Corporation as desired by the Board of Directors.
4. Election and Personnel Committee. The Election and Personnel Committee shall meet as necessary to establish Board training goals and recruiting strategies for future Board Directors. This committee shall establish and manage a vetting process resulting in an alphabetical list of proposed candidates for any available Director positions for consideration at the Regular Meeting in November. The list shall be sent to the voting Directors before the Regular Board Meeting in November. The Election and Personnel Committee shall also be tasked with managing the personnel issues of the Airport Director, including but not limited to, the recruitment of candidates for the position, periodic performance evaluation and the negotiation of an employment contract to be considered by the Board of Directors for adoption and/or amendment, in addition to providing other assistance to the Corporation as desired by the Board of Directors.
All Standing Committee's shall be comprised of at least three (3) Board Directors, not more than two (2) of whom shall be past Presidents of the Board of Directors. The total number of Board Directors on any committee shall not constitute enough members that in their sum shall constitute a quorum of the Board of Directors. The members of a Standing Committee are established by the President through appointment and may include persons outside the Corporation. Standing Committees shall meet as needed at the direction of its Chairperson.
The President shall also have the ability to create ad hoc committees from time to time for the purpose of addressing a specific issue. Ad hoc committees are temporary in nature and shall be created and dissolved in the best interest of the Corporation. Ad hoc committees shall be Chaired by a Board Director, appointed by the President and include at least one (1) other Board Director as a member. Ad hoc committees may also include persons as members from outside the Corporation.
The Corporation shall also have an Executive Committee made up of the President, 1st Vice President, 2nd Vice President, Secretary, and Treasurer. The Executive Committee, Chaired by the President, will meet from time to time, as necessary to advise the Airport Director on the execution of significant airport policies and procedures.
All notices to the public of meetings for Standing Committees, Ad hoc committees and the Executive Committee shall be given in the manner required by Arizona Open Meeting Law.
E. At the Regular Board Meeting in November, the Directors present shall elect, by majority vote, such Directors as may be necessary to fill all vacancies. The election of Directors shall be done by the casting of ballots by the Directors present, which shall then be immediately collected and counted in the presence of the Directors at the meeting. If, after the first ballot, sufficient new Directors have not been chosen by majority vote, the names receiving majority vote are to be removed from the ballot and a second vote shall take place. The remaining new Directors shall be determined by the number of votes received on the second ballot. Those candidates with the highest number of votes shall be considered new Directors. Any tie shall be decided by coin toss; however, in the event of a tie with three (3) or more candidates, a tie shall be decided by using a standard deck of fifty-two (52) playing cards as follows: the candidates, in alphabetical order of their last name, shall draw a card from the deck and the candidate with the highest card shall be elected as a Director. For the purposes of these By-Laws, the Ace of Spades is the highest card, and the suit ranking is as follows in ascending order: Clubs, Diamonds, Hearts, Spades. The President shall draw for any candidate not present. The new Directors shall take office at the Annual Meeting.
F. ANNUAL MEETING: The Annual Meeting of the Corporation shall be held on the second Tuesday of January for the election of officers and the transaction of such other business as may come before the meeting. The following shall be the order of business at all Annual Meetings of the Directors:
1. Election of Officers.
2. Unfinished Business.
3. New Business.
The Election of Officers shall be performed in the following order:
2. 1st Vice-President
3. 2nd Vice-President
The election of officers shall begin with the acceptance of nominations and voting for each Officer individually unless a motion to re-elect the complete slate of existing Officers of the Corporation is unanimously approved by all Directors in attendance. The election process is led by the President with the new President taking the gavel to complete the process once that Officer is elected.
Directors nominated for office shall be elected by the largest number of votes received through the casting of ballots by the Directors present, which shall then be immediately collected and counted in the presence of the Directors at the meeting. Any tie shall be decided by coin toss.
G. REGULAR MEETINGS: Regular meetings of the Board of Directors shall be held on the second Tuesday of each month, at four o'clock in the afternoon, or at such other hour as it may from time to time by resolution determine, at the principal office of the Corporation, or at such other place as the Board may from time to time designate. If the day and time herein specified in any month should be a legal holiday, or if a quorum for any reason is not available, the Board may waive the Regular Meeting for that month or consent and agree that it be held at some other date and time. All notices to the public of Regular Meetings shall be given in the manner required by Arizona Open Meeting Law. The Board of Directors shall conduct its business through action ratified by a majority of Directors present.
H. SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by, or at the request of, the President or any two Directors. Special meetings of the Directors of the Corporation shall be held at the principal office of the Corporation in the State of Arizona, unless such other place is designated at the direction of the President and duly noticed in accordance with Arizona law. Notice of any special meeting of the Board of Directors shall be given at least twenty four (24) hours prior to the meeting date and time by written notice delivered personally or sent by mail to each Director at his or her address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Notice to Directors may also be given by telegram, facsimile, or electronic mail transmission, which shall be deemed given upon confirmation of transmission or delivery. All notices to the public shall be provided in compliance with Arizona Open Meeting Law. The business to be transacted at, and the purpose of, any special meeting of the Board must be specified in the notice of such meeting.
I. ELECTRONIC ATTENDANCE: Directors may participate in Board or Committee meetings by means of electronic communication in which all Directors participating may simultaneously hear one another during the meeting, which shall include, without limitation, appearing at a meeting telephonically or other approved electronic method. A Director participating in a meeting by electronic means is deemed to be present "in person" at the meeting. Electronic attendance will not be used for Executive Sessions convened during any Board or Committee meeting.
J. QUORUM: At annual, regular, and special meetings, a majority of the Board of Directors shall constitute a quorum. If, at any annual, regular, or special meeting, insufficient Directors are present to constitute a quorum, a majority of the Directors present in person may adjourn the meeting, and the meeting may be rescheduled by providing the requisite notice to each Director and the public in accordance with Arizona Open Meeting Law.
K. VOTING: At all meetings of the Directors, Directors shall vote in person, and all questions (except such questions, the manner of deciding which is specifically regulated by Law or Regulation) shall be determined by a quorum.
L. REMOVAL FROM OFFICE: A Director may be removed from office for cause which shall include but not be limited to the following reasons:
a. Failure to fulfill his/her fiduciary duties to the Corporation.,br> b. Being convicted of a felony.
c. Having been found to commit an act of moral turpitude reflecting poorly on the Corporation.
d. Failure to keep information in confidence related to discussions taking place in, or information disseminated during, Executive Session.
e. Failure to participate as a Board Director through attendance at a majority of Regular Monthly Meetings in any 12-month period.
A Director may be removed from office by the affirmative vote of at least a super-majority of the Board of Directors at any Regular or Special meeting, after such Director has been informed of his or her contemplated removal and reasons therefore, and been given the opportunity to present his or her opposition thereto. A super-majority is two-thirds of the number of Board of Directors.
M. VACANCIES: In the case of any vacancy among the Directors as a result of death, resignation, disqualification or other cause, the remaining Directors, by affirmative vote of a majority thereof, may elect a successor to hold office for the remaining portion of the term of the Director whose place shall be vacant, and until the election of his or her successor upon the completion of said term.
N. If a retiring President of the Corporation is at the end of his or her third three-year term as a member of the Board of Directors, such President may remain an ex officio member of the Board of Directors for a period of one year. As an ex officio member of the Board of Directors, he or she shall be entitled to attend all public meetings of the Board of Directors and to participate in all discussions at such meetings, but shall have no vote upon questions coming before the Board.
Article III. Officers
The Officers of the Corporation shall consist of a President, First Vice President, Second Vice President, Secretary, Treasurer, and such other officers as shall, from time to time, be chosen and appointed from the Board of Directors. Candidates for the positions of President, First Vice President, Second Vice President, Secretary, and Treasurer shall be nominated, and the Board of Directors shall elect candidates to fill such positions, at the Annual Meeting in January.
Article IV. Vacancies of Officers
In the case of the death, disability or resignation of one or more of the Officers, the majority of the remaining Directors, although less than a quorum, shall fill the vacancies for the unexpired term.
Article V. Compensation of Directors and Officers
Neither the Directors, nor the Officers, as such, shall receive any salary or compensation for their services, but by resolution of the Board of Directors, may be reimbursed for their actual expenses paid, or obligated to be paid, in connection with service rendered solely for the benefit of the Corporation.
Article VI. Duties of the President
It shall be the duty of the President to preside at all meetings of the Board of Directors. The President shall be the chief administrative officer of the Corporation, and shall have such powers, and be subject to such duties as are provided by the laws of Arizona, by the Articles of Incorporation, by these By-Laws, or as may be conferred upon him or her by vote or resolution of the Board of Directors.
Article VII. The Vice Presidents
In the absence or disability of the President, one of the Vice Presidents, a member of the Board, whenever designated by the Directors, shall have all the powers, and be subject to all the duties of the President, so long as such absence or disability continues. The Vice President shall have such powers and duties as may from time to time be conferred on him or her by the Board.
Article VIII. Books, Accounts and Records
A. The Corporation shall keep, at its principal office in the State of Arizona, records of the meetings of Board of Directors; a book showing a true and complete list of all Directors and the addresses of their residences; and books containing a record of the affairs of the Corporation.
B. The books, accounts, and records of the Corporation shall be open to the inspection of any member of the Board of Directors at all times during regular business hours.
C. It shall be the duty of the Board of Directors, at least once a year and within one hundred twenty days after the close of the fiscal year, to cause the books and accounts of the Corporation to be examined and audited by a Certified Public Accountant, and to cause a copy of the report of said accountant to be presented to each of the Directors of the Corporation and to the Yuma County Board of Supervisors in accordance with the Lease Agreement with the County of Yuma.
Article IX. Amendment of By-Laws
A. Any of these By-Laws may be altered, amended or repealed by majority vote of the Board of Directors at any Regular Meeting, or at any Special Meeting called for the purpose when all the Directors are present.
B. This document is a certified copy of the By-Laws of the Yuma County Airport Authority, Inc., with all Amendments thereto as Adopted by the Board of Directors from time to time.