ARTICLE I - NAME, PURPOSE

Section 1: The name of the organization shall be CyberCil of Arizona

Section 2: CyberCil of Arizona is organized exclusively for charitable and educational purposes, more specifically to assist Arizonans with disabilities so that they may attain or continue an independent lifestyle.

ARTICLE II - MEMBERSHIP

Section 1: Membership shall consist only of the members of the board of directors.

ARTICLE III - ANNUAL MEETING

Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.

Section 2: Special Meetings. Special meetings may be called by the Chair or the Executive Committee.

Section 3: Notice. Notice of each meeting shall be given to each voting member, by e-mail, not less than ten days before the meeting.

ARTICLE IV - BOARD OF DIRECTORS

Section 1: Board Role, Size, Compensation. The Board is responsible for overall policy and direction of CyberCil of Arizona, and delegates responsibility for day-to-day operations to the Director/Chief Executive Officer (CEO) and committees. The Board shall have up to fifteen and not fewer than five members. The board receives no compensation other than reasonable expenses.

Section 2: Meetings. The Board shall conduct business on the Internet and shall meet via the Internet at least quarterly, at an agreed upon time and place.

Section 3: Board Elections. Election of current directors to an additional term will occur as the first item of business at the annual meeting of the corporation. New directors may be elected at any regularly scheduled meeting throughout the year. Directors will be elected by a majority vote of the current directors.

Section 4: Terms. All Board members shall serve two year terms, and are eligible for re-election. Board members may not serve more than two full terms.

Section 5: Voting and Quarum. All matters calling for a vote of the Board of Directors of CyberCil of Arizona shall be shall require a simple majority of the members registered in attendance. All business shall be conducted on the Internet unless specified otherwise by the Executive Committee. Attendance at a meeting of the Board of Directors shall be official when a Board member registers his or her name in a designated location in the time period specified by the chair. A quorum is present when at least 50% of the board has registered for the meeting.

Section 6: Notice. An official Board meeting requires that each Board member have written notice through their e-mail two weeks in advance.

Section 7. Officers and Duties. There shall be five officers of the Board consisting of a Chair, Vice Chair, Secretary, Treasurer, and Director/CEO. Their duties are as follows: The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer. The Chair desigantes chairs of committees, creates ad hoc committees and task forces, and assigns members to them. The Vice-Chair shall assume the duties of the Chair in his/her absence and will chair committees on special subjects as designated by the board. The Secretary shall be responsible for keeping records of Board actions, including oversight of the CyberCil Board archive, sending out meeting announcements, distributing the agenda to each Board member, and assuring that corporate records are maintained. The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members or by self nomination through the CyberCil website. These nominations shall be sent by e-mail to Board members to be voted upon at the next Board meeting. These vacancies will be filled only until the annual meeting.

Section 9: Resignation, Termination and Absences. Resignation from the Board must be by e-mail sent to the chair. A Board member shall be dropped for excess absences from the Board if he or she does not register for two consecutive Board meetings. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member's e-mail address two weeks in advance.

ARTICLE V - COMMITTEES

Section 1: The Board may create committees as needed, such as fundraising, housing, etc. The Board Chair appoints all committee chairs.

Section 2: The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be July 1 through June 30. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.

ARTICLE VI - AMENDMENTS

Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out 30 days in advance of the vote.

These Bylaws were approved by the Board of Directors of CyberCil of Arizona on August 3, 2000.