Res 2611 Tolleson Alliance Against Substance Abuse (TAASA) Articles of Incorporation and Bylaws 07 08 25
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RESOLUTION NO. 2611
A RESOLUTION OF THE MAYOR AND COUNCIL OF THE CITY OF
TOLLESON, ARIZONA, ADOPTING THE ARTICLES OF INCORPORATION OF
THE TOLLESON ALLIANCE AGAINST SUBSTANCE ABUSE (TAASA);
APPROVING THE BYLAWS OF TAASA; AND APPOINTING INCORPORATORS
AND THE BOARD OF DIRECTORS FOR TAASA.
WHEREAS, the Mayor and Common Council of the City of Tolleson, Arizona, (the “City”),
has received and duly considered the proposed Articles of Incorporation of the Tolleson Alliance
Against Substance Abuse (the “Corporation”), a copy of which is attached as Exhibit A and the
proposed Bylaws of the Corporation, a copy of which is attached as Exhibit B; and
WHEREAS, it is incumbent upon the Mayor and Common Council of the City to approve
such Articles of Incorporation of the Corporation and authorize the filing of such Articles of
Incorporation with the Arizona Corporation Commission, to approve such Bylaws of the
Corporation, to appoint the incorporators of the Corporation and to appoint the initial Board of
Directors of the Corporation; and
WHEREAS, the Mayor and Common Council of the City has determined that it is wise,
expedient, advisable and in the public interest of the City and the residents thereof that the
Corporation be incorporated as provided by law;
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF
TOLLESON, ARIZONA, as follows:
Section 1. The formation of the Corporation is hereby approved.
Section 2. The Articles of Incorporation of the Corporation, in the form attached as Exhibit
A, are hereby adopted.
Section 3. The Bylaws of the Corporation, in the form attached as Exhibit B, are hereby
approved.
Section 4. The following named individuals, all of whom are, or shall before they vote on
any matter be, residents of the City are hereby approved as the incorporators of the Corporation,
and they are authorized to have proceeded with the incorporation of the Corporation as prescribed
in Chapter 25, Title 10, Arizona Revised Statutes, as amended:
1. Reyes Medrano, Jr.
2. Adolfo Gamez
3. Jimmy Davis
Section 5. The following named individuals, all of whom are, or shall before they vote on
any matter, be approved as appointed and elected as initial members of the Board of Directors of
the Corporation for the term set forth beside their names:
Name
Term
(Years)
Adolfo Gamez
3
Jimmy Davis
2
Section 6. The incorporators and directors of the Corporation are hereby authorized,
empowered and directed, in the name of and on behalf of the Corporation, to take such action as
may be necessary or desirable to carry out the intents and purposes of this Resolution.
PASSED AND ADOPTED by the Mayor and Council of the City of Tolleson, Arizona, on this
8th day of July, 2025.
____________________________________
Juan F. Rodriguez, Mayor
ATTEST: ____________________________________
Crystal Zamora, City Clerk
APPROVED AS TO FORM: ____________________________________
Justin Pierce, City Attorney
EXHIBIT A
TO
RESOLUTION NO. 2611
[Articles of Incorporation]
See following pages.
C011.005
Arizona Corporation Commission – Corporations Division
Rev: 6/2020
Page 1 of 3
DO NOT WRITE ABOVE THIS LINE; RESERVED FOR ACC USE ONLY.
ARTICLES OF INCORPORATION
NONPROFIT CORPORATION
C011i
1. ENTITY NAME – see Instructions C011i for naming requirements – give the exact name of the
corporation:
2. CHARACTER OF AFFAIRS - briefly describe the character of affairs the corporation initially
intends to conduct in Arizona. NOTE that the character of affairs that the corporation ultimately
conducts is not limited by the description provided.
3. MEMBERS – check one:
The corporation WILL have members.
The corporation WILL NOT have members.
4. ARIZONA KNOWN PLACE OF BUSINESS ADDRESS:
4.1
Is the Arizona known place of business address the same as the street address of the
statutory agent?
No – go to number 4.2 and continue
4.2
If you answered “No” to number 4.1, give the physical or street address (not a P.O.
Box) of the known place of business of the corporation in Arizona:
Attention (optional)
Address 1
Address 2 (optional)
City
Country
State or
Province
Zip
____________________________________________________________________
_______________________________________________________________
Yes – go to number 5 and continue
Read the Instructions
Tolleson Alliance Against Substance Abuse (TAASA), an Arizona nonprofit corporation
The organization will work to address substance abuse challenges identified within the community.
■
■
9055 W. Van Buren Street
Tolleson
AZ
85353
UNITED STATES
C011.005
Arizona Corporation Commission – Corporations Division
Rev: 6/2020
Page 2 of 3
5. DIRECTORS - list the name and business address of each and every Director of the
corporation. If more space is needed, check this box
and complete and attach the Director
Name
Name
Address 1
Address 1
Address 2 (optional)
Address 2 (optional)
City
Country
State or
Province
Zip
City
Country
State or
Province
Zip
Name
Name
Address 1
Address 1
Address 2 (optional)
Address 2 (optional)
City
Country
State or
Province
Zip
City
Country
State or
Province
Zip
Name
Name
Address 1
Address 1
Address 2 (optional)
Address 2 (optional)
City
Country
State or
Province
Zip
City
Country
State or
Province
Zip
6. STATUTORY AGENT – see Instructions C011i
6.1
REQUIRED – give the name (can be
an individual or an entity) and physical
or street address (not a P.O. Box) in Arizona
of the statutory agent:
6.2 OPTIONAL – mailing address in Arizona
of statutory agent (can be a P.O. Box):
Statutory Agent Name (required)
Attention (optional)
Attention (optional)
Address 1
Address 1
Address 2 (optional)
City
State
Zip
Address 2 (optional)
City
State
Zip
6.3
Attachment form C082.
REQUIRED - the Statutory Agent Acceptance form M002 must be submitted along with
these Articles of Incorporation.
Adolfo Gamez
9055 W. Van Buren Street
Tolleson
AZ
85353
Jimmy Davis
9055 W. Van Buren Street
Tolleson
AZ
85353
Pierce Coleman PLLC
Justin Pierce
17851 North 85th Street, Suite 175
Scottsdale
AZ
85255
C011.005
Arizona Corporation Commission – Corporations Division
Rev: 6/2020
Page 3 of 3
7.
Name
Address 1
Address 2 (optional)
City
State
Country
SIGNATURE –
I ACCEPT
Signature
Printed Name
Date
Name
Address 1
Address 2 (optional)
City
State
Country
SIGNATURE – see Instructions C011i:
I ACCEPT
Signature
Printed Name
Date
Filing Fee: $40.00 (regular processing)
All fees are nonrefundable - see Instructions.
Please be advised that A.C.C. forms reflect only the minimum provisions required by statute. You should seek private legal counsel for those matters that may pertain to
the individual needs of your business. All documents filed with the Arizona Corporation Commission are public record and are open for public inspection.
If you have questions after reading the Instructions, please call 602-542-3026 or (within Arizona only) 800-345-5819.
Zip
Zip
see Instructions C011i:
REQUIRED - you must complete and submit with the Articles a Certificate of Disclosure.
The Articles will be rejected if the Certificate of Disclosure is not simultaneously submitted.
By checking the box marked "I accept" below, I
acknowledge under penalty of law that this
document together with any attachments is
submitted in compliance with Arizona law.
By checking the box marked "I accept" below, I
acknowledge under penalty of law that this
document together with any attachments is
submitted in compliance with Arizona law.
8.
INCORPORATORS - list the name and address, and the signature, of each and every
incorporator - minimum of one is required. If more space is needed, check this box
and complete and attach the Incorporator Attachment form C084.
Expedited or Same Day/Next Day services are available for an additional fee – see Instructions or Cover sheet for prices.
Mail: Arizona Corporation Commission - Examination Section
1300 W. Washington St., Phoenix, Arizona 85007
Fax (for Regular or Expedite Service ONLY): 602-542-4100
Fax (for Same Day/Next Day Service ONLY): 602-542-0900
Reyes Medrano Jr.
9055 West Van Buren Street
Tolleson
AZ
85353
Adolfo Gamez
9055 W. Van Buren Street
Tolleson
AZ
85353
✔
✔
✔
EXHIBIT B
TO
RESOLUTION NO. 2611
[Bylaws]
See following pages.
Bylaws of Tolleson Alliance Against Substance Abuse
(TAASA)
Article I: Name and Purpose
Section 1. Name
The name of the organization shall be Tolleson Alliance Against Substance
Abuse (TAASA).
Section 2. Purpose
TAASA is a nonprofit organization overseen by the City of Tolleson
dedicated to combating substance abuse through prevention,
intervention, education, and community engagement. The organization
will work to address substance abuse challenges identified within the
community by providing resources and support services.
Article II: Governance and Oversight
Section 1. Oversight by the City of Tolleson
TAASA shall operate under the oversight of the City of Tolleson to ensure
alignment with municipal policies and initiatives, represented by a City of
Tolleson staff liaison appointed by City Management. The staff liaison will
serve as secretary to the board.
Section 2. Board of Directors
TAASA shall be governed by a Board of Directors consisting of 7 members.
• 2 members of the Tolleson city council
• 2 Tolleson community representatives
• 1 member of the business community
• 1 health and/or health services professional
• 1 educational professional
Section 3. Duties of the Board
The Board of Directors shall oversee all organizational activities, approve funding
and expenditures, establish policies, and ensure compliance with local
and state laws.
Section 4. Officers
The Board of Directors shall elect from among its members the following officers:
Chair, Vice Chair, and Treasurer. The appointed City staff liaison shall serve
as Secretary.
• Chair: Must be one of the Tolleson City Council members serving on the
board. The Chair presides over all meetings, sets meeting agendas in
collaboration with the staff liaison, and represents the organization in
public matters as needed.
• Vice Chair: Must be one of the Tolleson City Council members serving on the
board. The Vice Chair assists the Chair and assumes the Chair’s duties in
their absence.
• Secretary: The City-appointed staff liaison shall serve as Secretary,
responsible for recording meeting minutes, maintaining records, and
ensuring communication with City departments.
• Treasurer: Oversees the financial matters of the organization, in coordination
with the Secretary, and presents quarterly financial updates to the Board.
Officers shall serve a one two-year term and may be re-elected without term
limits.
Section 4. Term Limits
Board members will serve two-year terms with no term limits. To ensure
continuity and prevent a complete turnover of the board, appointments
will be staggered across two groups:
Group A:
• 1 member of the Tolleson city council
• 1 member of the business community
• 1 health and/or health services professional
• 1 educational professional
Group B:
• 1 member of the Tolleson city council
• 2 Tolleson community representatives
Section 6. Appointments
Individuals interested in serving on the board must complete an application. All
applications will be reviewed and voted on by the board. Final
recommendations will then be submitted to the Tolleson City Council for
approval.
Section 7. Removals
The Board may vote to remove members. Any decision to remove a member will
be followed by a formal recommendation to the City Council for final
approval.
Section 7. Advisory Panels
The Board of Directors shall establish a yearly calendar to meet with the
Community and Staff advisory panels consisting of:
Community Advisory Panel
• 3 youth from the City of Tolleson youth programs
• 3 members of the senior center and/or Tolleson Social Club
Staff Advisory Panel
Will consist of one appointed staff representative from each of the following
departments. Appointments will be made by City Management.
• Fire
• Human Services
• Library
• Police
• Parks and Recreation
Article III: Meetings
Section 1. Meetings
Regular meetings shall be held quarterly, with additional meetings scheduled as
needed. The Board of Directors shall determine meeting dates and locations.
Meetings shall be open to the public and abide by open meeting laws.
Section 3. Quorum
A quorum shall consist of a majority of the Board members.
Article IV: Programs and Services
Section 1. Community Programs
TAASA shall direct the development and implementation of programs based on
community needs, including but not limited to:
1. Prevention Education – School-based prevention programs and community-
wide education campaigns.
2. Treatment and Rehabilitation Awareness – Information on detox,
rehabilitation, and affordable treatment options.
3. Support Services – Family counseling, peer mentorship, and recovery
coaching.
4. Employment and Reintegration Support – Job training programs for individuals
in recovery.
5. Harm Reduction Initiatives – Distribution of NARCAN and other harm
reduction resources.
Article V: Funding and Financial Management
Section 1. Sources of Funding
TAASA shall be funded through grants, donations, and municipal allocations as
approved by the City of Tolleson.
Section 2. Financial Oversight
One designated treasurer shall manage finances in concert with the
appointment staff liaison and shall provide quarterly reports to the board and an
annual financial report shall be submitted to the City of Tolleson.
Article VI: Amendments
Bylaws must be reviewed in uneven years. Amendments to these bylaws must
be approved by a majority vote of the Board of Directors and confirmed by the
Tolleson City Council.
Article VII: Dissolution
Upon dissolution, all remaining assets shall be transferred to the City of
Tolleson.