By-laws of WVCO,Inc . By-laws Committee: Sandi Brown, Richard Clemmer, Elsie Tyree, Vicki Lee Jacobs, and Chair Nettie Lamerson

Modifications: Formatting, spelling and grammatical changes which do not alter the meaning of the sections. Article 4. Membership Membership is available to any adult who (a) resides or owns property within the Corridor, (b) subscribes to the purposes of the WVCO, (c) fills out a membership application, and (d) pays annual dues as determined by the Board of Directors. Any member in good standing may submit an item to the appropriate committee for consideration. Membership is available to any adult who: Resides or owns property within the Williamson Valley community. Subscribes to the purposes of the WVCO. Fills out a membership application. Pays annual dues as determined by the Board of Directors. Any member in good standing may submit an item to the appropriate committee for consideration. Rational: The changes enables better understanding and easier readability.

Modification: To update the Mission Statement and Purpose Article 2. Mission Statement The Corporation’s mission is to develop a unified community to sustain the lifestyle we value as identified in the Williamson Valley Corridor Plan (WVCP) for the Williamson Valley Community (WVC). Article 3. Purpose The initial purpose of this not-for-profit corporation was to create a Williamson Valley Corridor Plan for the Williamson Valley Community and to have it adopted by Yavapai County. (The Corridor is defined in the WVCP and Community Plan is described in the Yavapai County General Plan.) The Plan was completed in October, 2007 and was submitted to Yavapai County as a minor amendment to the General Plan. WVCO’s continuing purpose shall be to pursue necessary actions to insure protection of the values expressed in the plan. The Corporation’s goal is to implement the community plan, which will serve as a guide for the Yavapai County Planning and Zoning Commission and the Board of Supervisors in their decision-making processes, for actions affecting the WVC. WVCO will keep its members informed regarding actions and proposals by governing agencies. An additional purpose of WVCO shall be to educate the community residents , as well as property owners, about the historical and environmental setting that currently exists in the WVC as we move into the future. WVCO will promote those community values reflected in the surveys used to develop a sense of the community spirit existing within the WVC. The WVCO Board has adopted the following mission for the organization: A. Advocate for preserving our rural, residential life style, and community spirit B. Provide education for Williamson Valley residents through the Website, newsletters, e-mails and community meetings regarding development, zoning, water, roads, wildfire, political and other topics of interest C. Serve as a voice for the Williamson Valley community to public officials and organizations WVCO’s continuing purpose shall be to pursue necessary actions to insure protection of the values expressed in the mission statement. Rational: Realigning the Mission Statement and Purpose in appropriate areas.

Article 4. Membership Modification: Changing Corridor to Williamson Valley Community. Membership is available to any adult who (a) resides or owns property within the Corridor, Resides or owns property within the Williamson Valley community. Rational: To define the area for membership.

Article 5 Board of Directors Modification: Adding availability of additional meetings. Section 2. Regular meetings of the Board of Directors will be held at least quarterly. Section 2. Regular meetings of the Board of Directors will be held quarterly or otherwise needed. Rational: To provide flexibility for additional meetings.

Article 5 Board of Directors Modifications: The sentence “A quorum is necessary to conduct any business” is removed. Section 3. Board meetings, with the exception of legal or personnel issues, and executive sessions, are open to all members of WVCO. A quorum is necessary to conduct any business. Section 3 Board meetings, with the exception of Executive sessions, legal or personnel issues, are open to all members of WVCO. Rational: This is redundant. It is previously stated in Article 5, Section 1.

Article 5 Board of Directors con’t Modifications: Omitting the word shall. Section 4. A director may be removed at the Board of Directors’ discretion. The Board of Directors shall adopt rules for removal of a Director and a hearing as it may, in its discretion, consider necessary for the best interests of the WVCO. Section 4. A director may be removed at the Board of Directors’ discretion. The Board of Directors may remove a Director after a hearing as deemed necessary for the best interests of the WVCO. Rational: The word “shall” implies a necessity.

Article 5 Board of Directors Modification: Replacing the word “may” with will be appointed. Section 6. A vacant Officer’s position may be filled, for the duration of the unexpired portion of that position, by appointment by the Board Section 6. A vacant Officer’s position will be appointed by the Board for the duration of the unexpired portion of that term. Rational: To ensure all Officer’s positions are filled.

Article 5 Board of Directors Modification: Addition of Section 8 Section 8. Any Board vacancy shall be filled by a majority vote of the Board of Directors. Rational: To provide an avenue to replace Board members.

Article 7 Meetings of the members Modification: Omit notarization of absentee ballots throughout the document. Section 3. Each member may vote at regular or special meetings of the membership. A member may vote by notarized absentee ballot. Section 4. Any action that is proper for a special meeting may be conducted by written notarized ballot in lieu of a meeting. A written ballot may be initiated by a vote of the Board or by written petition by one-third of the membership. Section 3. Each member may vote at regular or special meetings of the membership. A member may vote by absentee ballot. Section 4. Any action that is proper for a special meeting may be conducted by written ballot in lieu of a meeting. A written ballot may be initiated by a vote of the Board or by written petition by one- third of the membership. Rational: It is difficult for people to have absentee ballots notarized. It will help increase participation.

Article 8 Committees Modification: Removing the phrase “With the exception of Ad Hoc committees” Section 1. With the exception of Ad Hoc committees, all committees and subcommittees of the Board shall be established by and with the approval of the Board of Directors. Section 1. All committees and subcommittees of the Board shall be established by and with the approval of the Board of Directors Rational: This is redundant. Ad Hoc committees are discussed in Article 8, Section 2.

Article 8 Committees con’t Modification: Change the term audit to financial review. Section 4. An Audit Committee shall be created by the Board to review the financial records of WVCO and submit a report to the Members at the Annual Meeting. The Audit Committee shall consist of at least two (2) members in good standing appointed by a vote of the Board of Directors at least forty-five days before the Annual Meeting Section 4. A Financial Review Committee shall be created by the Board to review the financial records of WVCO and submit a report to the members at the Annual Meeting. The Financial Review Committee shall consist of at least two (2) members, in good standing, appointed by the Board of Directors forty-five (45) days before the Annual Meeting. Rational: An audit must be done by a certified accountant, which is very costly.

Article 14 Prohibitions Modification: Include the phrase, “Endorse any candidate” WVCO shall not: D. Endorse any candidate Rational: WVCO is a non-partisan organization.

Article 15. Dissolution and Distribution of Assets Modification: Include clarification for distribution of funds. Upon dissolution of WVCO, Inc., by two-thirds vote of the voting membership, the Board of Directors shall distribute the assets and accrued income to one or more local non-profit organizations. In the event of the need of dissolution of WVCO, Inc., a Special meeting will be called. A two-thirds vote of the members present is required to dissolve WVCO, Inc. A two-thirds vote of the members present at a Special meeting for the purpose of dissolution, shall direct the Treasurer to distribute the assets and accrued income to a local non-profit organization, as determined by the members present. Rational: A process and clarification to distribute funds was include in Article 15.