Articles of Association of
Latin American Art Alliance
Adopted March 1, 2000

Article I
Name and Purpose
Amended September 26, 2007

Section 1. Name. The name of this unincorporated association shall be Latin American Art Alliance, a support group of Phoenix Art Museum, an Arizona nonprofit corporation operated exclusively for charitable and educational purposes within the meaning of Section 501(c)3 of the Internal Revenue Code of 1986.|

Section 2. Purpose. The purpose of this association is to raise funds for key acquisitions, exhibitions, educational programs and support for the Latin American art department at Phoenix Art Museum. The group seeks to promote appreciation and enthusiasm for Latin American art.
Section 3. Duration. The duration of the association shall continue so long as the Phoenix Art Museum shall exist.

Article II
Membership

Section 1. Members. Any person or firm that has an interest in Latin American art and that is a member in good standing of the Phoenix Art Museum may join the Alliance upon completing an application for membership and submitting it with the required annual dues payment.

Section 2. Dues. Annual dues shall be paid by each member each year in such amount as shall be fixed by the Board of Directors from time to time.

Section 3. Transferability. Memberships are personal and are not transferable or assignable.

Article III
Board of Directors
Amended September 26, 2007

Section 1. Powers. The control and management of the affairs of the association shall be vested in a Board of Directors of not less than three nor more than 20 persons, as determined from time to time by the Members at their annual meeting or, between such meetings, by the Board of Directors. Directors shall be elected by the Members at their annual meeting or, between such meeting, by the Board of Directors.

Section 2. Term and Classes. The whole number of directors shall be divided into three classes as nearly equal in number as possible at the initial meeting of the board. The term of one class shall end at the annual meeting of Members, the term of another class shall end one year later at the annual meeting of Members, and the term of the remaining class shall be for three years. The term of each class of directors elected at the annual meeting of Members shall be for three years and until their successors are elected.

Section 3. Vacancies. Vacancies may be filled by the affirmative vote of the majority of the remaining directors then in office, though less than a quorum, or by the sole remaining director. Any unoccupied position of the Board constitutes a vacancy whether arising from resignation or increase in the number of directors or otherwise. Directors chosen to fill vacancies shall hold office until the expiration of the term of the class to which elected.

Section 4. Meetings of the Board. The Board shall meet at least annually for the purpose of the organization, the election of officers, and the transaction of other business, at the place of and immediately following the annual meeting of Members. Prior notice of such meeting shall be unnecessary. The Board may hold regular meetings with notice at such time and place as the Board may determine. The President or Secretary may call special meetings of the Board and must do so on the request of any director. Notice of all Board meetings, except as herein otherwise provided, shall be given at least two days prior to the date of the meeting, and may be given by mail, e-mail, fax, telephone or in any other manner.

Article IV
Officers
Amended September 26, 2007

Section 1. Offices. The elective offices of the association shall be those of President, Vice President, Secretary and Treasurer. They shall be filled by the Board of Directors at its annual organization meeting. The Board of Directors may create such other offices and appoint thereto such persons as may be found necessary or desirable from time to time.

Section 2. Terms. All officers shall be elected or appointed for a term of one year and until their successors are elected and accept office. All officers are eligible to succeed themselves for one term, but may not be re-elected to the same office more than once in succession. Any vacancy occurring in an office shall be filled by the Board of Directors for the remainder of the term, but a person so elected or appointed may be re-elected or appointed twice in succession thereafter.

Section 3. Duties. The President shall be the Chief Executive Officer of the association, preside at all meetings, appoint chairs of all committees, and perform such other duties as shall be assigned by the Board of Directors.

The Vice President shall assist the President, carry out the President’s duties in the absence or inability of the President, and perform such other duties as shall be assigned by the Board or the President.

The Secretary or his/her appointee shall keep a record of all meetings of the association, maintain all membership records, and have charge of the association’s correspondence and communications.

The Treasurer shall have custody and control of the funds and investments of the association, shall maintain its financial records, and shall prepare an annual budget of the association for consideration by the Board of Directors.

Article V
Executive Committee
Quorums
Removal
Amended September 26, 2007

Section 1. Executive Committee. The Executive Committee, if the Board finds it convenient to have an Executive Committee, shall consist of the four officers elected by the Board of Directors, one member-at-large (preferably the chair of a key fund-raising committee) and the immediate past President of the Alliance. The Executive Committee shall have and may exercise all the powers of the Board of Directors between meetings of the Board.

Section 2. Quorum. A quorum exists for all meetings of Latin American Art Alliance, Executive, Board of Directors and/or annual, when one-third of the members are present in person or by teleconference, rounded up to the next highest number if a fraction occurs.

Section 3. Removal. The Board of Directors may remove any director or officer at any time upon finding that the best interests of the association shall be served thereby, provided that the notice of the meeting provides specific notice that a proposal for removal will be presented to the meeting.

Article VI
Amendment
Indemnification
Dissolution

Section 1. Amendments. These Articles may be altered, amended or repealed and new articles may be adopted by a majority of the Directors present at any regular or special meeting of the Board if at least two days’ notice shall be given that a proposal to alter, amend, repeal or adopt articles will be presented at the meeting.

Section 2. Indemnification. The association shall indemnify its directors, officers, committee members and agents acting on its behalf against expenses incurred in actions by third parties to the full extent permitted by and as provided in section 10-2305 of the Arizona Revised Statutes.

Section 3. Dissolution. No person shall possess any property right in or to the property or assets of the association. Upon dissolution of the association, the Board of Directors shall, after paying or making provision for payment of all the liabilities of the association, distribute all remaining assets to the Phoenix Art Museum.