AMCAP Bylaws

Bylaws Image

Bylaws of the Association of Mormon Counselors and Psychotherapists

(Amended and Approved October 2014)

Amended and Restated

Bylaws

Association of Mormon Counselors and Psychotherapists

A Utah Nonprofit Corporation

Table of Contents

 

Article I         Registered Office…………………………………………………………………………………… 3

Article II       Members…………………………………………………………………………………………………. 3

Section 2.1.       Classes of Members…………………………………………………………………………. 3

Section 2.2.       Eligibility for Membership Class……………………………………………………….. 3

Section 2.3.       Admission to Membership………………………………………………………………… 4

Section 2.4.       Dues………………………………………………………………………………………………. 4

Section 2.5.       Renewal…………………………………………………………………………………………. 4

Section 2.6.       Termination of Membership………………………………………………………………. 4

Section 2.7.       Amendments to Membership Requirements………………………………………… 4

Section 2.8.       Annual Meetings……………………………………………………………………………… 4

Section 2.9.       Special Meetings……………………………………………………………………………… 5

Section 2.10.    Notice and Conduct of Meetings………………………………………………………. 5

Section 2.11.    Voting……………………………………………………………………………………………. 5

Section 2.12.    Meetings by Conference Telephone…………………………………………………… 5

Section 2.13.    Quorum………………………………………………………………………………………….. 5

Section 2.14.    Manner of Acting……………………………………………………………………………. 5

Section 2.15.    Action Without Meeting…………………………………………………………………… 5

Section 2.16.    Presumption of Assent……………………………………………………………………… 6

Section 2.17.    No Transfer or Assignment……………………………………………………………….. 6

Article III     Board of Directors………………………………………………………………………………… 6

Section 3.1.       General Powers……………………………………………………………………………….. 6

Section 3.2.       Number, Election, Tenure and Qualifications……………………………………… 6

Section 3.3.       Vacancies……………………………………………………………………………………….. 7

Section 3.4.       Standards of Conduct……………………………………………………………………… 7

Section 3.5.       Regular Meetings…………………………………………………………………………….. 7

Section 3.6.       Special Meetings……………………………………………………………………………… 8

Section 3.7.       Annual Meetings……………………………………………………………………………… 8

Section 3.8.       Notice……………………………………………………………………………………………. 8

Section 3.9.       Quorum and Voting…………………………………………………………………………. 8

Section 3.10.    Presumption of Assent……………………………………………………………………… 8

Section 3.11.    Compensation…………………………………………………………………………………. 9

Section 3.12.    Executive and Other Committees………………………………………………………. 9

Section 3.13.    Meetings by Telecommunication……………………………………………………….. 9

Section 3.14.    Action Without a Meeting………………………………………………………………… 9

Section 3.15.    Chairman of the Board…………………………………………………………………….. 9

Article IV     Advisory Board……………………………………………………………………………………… 9

Section 4.1.       Establishment………………………………………………………………………………… 10

Section 4.2.       Powers…………………………………………………………………………………………. 10

Section 4.3.       Number of Advisory Board Members; Election and Term of Office……. 10

Section 4.4.       Removal and Resignation……………………………………………………………….. 10

Section 4.5.       Vacancies……………………………………………………………………………………… 10

Section 4.6.       Fees and Compensation………………………………………………………………….. 10

Section 4.7.       Procedures……………………………………………………………………………………. 10

Article V       Officers and Agents……………………………………………………………………………… 11

Section 5.1.       Number and Qualifications……………………………………………………………… 11

Section 5.2.       Power/Duties………………………………………………………………………………… 11

Section 5.3.       Resignation…………………………………………………………………………………… 11

Section 5.4.       Election and Term of Office……………………………………………………………. 11

Section 5.5.       Removal……………………………………………………………………………………….. 11

Section 5.6.       Vacancies……………………………………………………………………………………… 11

Section 5.7.       Compensation……………………………………………………………………………….. 12

Section 5.8.       Authority and Duties of Officers…………………………………………………….. 12

Section 5.9.       Multiple Offices…………………………………………………………………………….. 13

Section 5.10.    Surety Bonds………………………………………………………………………………… 13

Article VI     Execution of Instruments…………………………………………………………………….. 13

Section 6.1.       Checks, Drafts, etc………………………………………………………………………… 13

Section 6.2.       Deposits……………………………………………………………………………………….. 13

Section 6.3.       Contracts………………………………………………………………………………………. 13

Section 6.4.       Conflicts of Interest……………………………………………………………………….. 13

Article VII   Indemnification……………………………………………………………………………………. 14

Section 7.1.       Indemnification…………………………………………………………………………….. 14

Section 7.2.       Advances of Costs and Expenses…………………………………………………….. 14

Section 7.3.       Insurance………………………………………………………………………………………. 15

Section 7.4.       Right to Impose Conditions to Indemnification………………………………… 15

Section 7.5.       Limitation on Indemnification…………………………………………………………. 15

Article VIII Limitation on Liability………………………………………………………………………… 15

Article IX     Limitations…………………………………………………………………………………………… 16

Section 9.1.       Prohibition Against Sharing in Corporate Earnings…………………………….. 16

Section 9.2.       Investments…………………………………………………………………………………… 16

Section 9.3.       Exempt Activities………………………………………………………………………….. 16

Article X       Miscellaneous………………………………………………………………………………………. 17

Section 10.1.    Account Books, Minutes, Etc………………………………………………………….. 17

Section 10.2.    Fiscal Year……………………………………………………………………………………. 17

Section 10.3.    Conveyances and Encumbrances……………………………………………………… 17

Section 10.4.    Designated Contributions……………………………………………………………….. 17

Section 10.5.    Loans to Directors and Officers Prohibited………………………………………. 17

Section 10.6.    References to Internal Revenue Code………………………………………………. 17

Section 10.7.    Amendment………………………………………………………………………………….. 17

Section 10.8.    Severability…………………………………………………………………………………… 18

 

 

 

Amended and Restated

 

Bylaws

 

of

 

Association of Mormon Counselors and Psychotherapists

 

Article I

 

Registered Office

 

The name and street address of the Corporation’s noncommercial registered agent appointed pursuant to the Utah Model Registered Agents Act, Title 16, Chapter 17 of the Utah Code Annotated, as amended, shall be as set forth in the Corporation’s Articles of Incorporation or annual report.  The registered agent is subject to change from time to time by the Board of Directors, by the officers of the Corporation, or as otherwise provided by the Utah Revised Nonprofit Corporation Act (the “Act”).

 

Article II

 

Members

 

Section 2.1.  Classes of MembersThe Corporation shall have the following classes of membership:  (a) professional, (b) student and (c) associate.  The qualifications and requirements for each class of membership shall be as set forth in Section 2.2 below.

 

Section 2.2.  Eligibility for Membership Class.  Only individual persons who are members in good-standing of the Church of Jesus Christ of Latter-day Saints are eligible for consideration and acceptance as members (each a “Member”).

 

(a)        Professional Members.  Professional Members shall consist of individuals who have reached a professional level of training in mental health.  Each Professional Member shall be entitled to participate in activities of the Corporation, to the extent and as determined by the Board of Directors.  Each Professional Member shall be entitled to one (1) vote on any matter to come before the Members of the Corporation and shall have the right to serve as a member of the Board of Directors and/or an officer, subject to the requirements set forth in these Bylaws.

 

(b)        Student Members.  Student Members shall consist of individuals who are engaged in a formal program of professional training in mental health.  Each Student Member shall be entitled to one (1) vote on any matter to come before the Members of the Corporation and shall have the right to serve as a member of the Board of Directors and/or an officer, subject to the requirements set forth in these Bylaws.

 

(c)        Associate Members.  Associate Members need not be professionally involved in mental health but must support and have an interest in the purposes of the Corporation.  Associate Members shall not have any voting rights and shall not hold any office within the Corporation.

 

Any questions or disputes that arise concerning membership categories, classifications or requirements shall be resolved by the Board of Directors.  Additionally, the Board of Directors may, in its sole discretion, create additional membership categories and/or modify and/or amend the requirements and/or rights for existing membership categories .

 

Section 2.3  Admission to Membership.  Individuals may apply for membership in the Corporation upon meeting the criteria set forth in Section 2.2 above and upon making application for membership in the form determined by the Board of Directors from time to time.  All applications for membership shall be reviewed by the Board of Directors (or its designee(s)) and, if the applicant satisfies the eligibility requirements of Section 2.2 above, the Board of Directors (or its designee(s)) may approve the applicant as a Member.  Alternatively, if the Board of Directors (or its designee(s)) fails or refuses to approve the applicant for membership, any member of the Board of Directors (or its designee(s)) may submit the application to the Board of Directors for consideration at the next regular or special meeting of the Board of Directors and the Board of Directors may approve the applicant as a Member.  An applicant who is accepted for membership shall become a Member upon payment of the required dues.

 

Section 2.4.  Dues.   The Board of Directors shall determine the amount of annual dues for Members.  Dues are non-refundable. Dues shall be due and payable at such time or times as may be established by the Board of Directors.

 

Section 2.5.  Renewal.   Membership will be renewed annually or at such other time or times as may be established by the Board of Directors.

 

Section 2.6.  Termination of Membership.  The Board of Directors, by affirmative majority vote, may suspend or expel a Member in the event (a) the Member fails to pay dues as and when due, (b) the Member fails to maintain eligibility as set forth in Section 2.2 above, or (c) the Board of Directors, in its sole and absolute discretion, determines that it is in the best interest of the Corporation.

 

Section 2.7.  Amendments to Membership Requirements.  The membership provisions of these bylaws may be altered from time to time in accordance with the Act, the Articles of Incorporation of the Corporation, and these bylaws to provide for the classification, qualifications, privileges and appointment of members as may be determined by the Board of Directors.

 

Section 2.8.     Annual Meetings.  The annual meeting of the Members of the Corporation may be held each year at such time and place as may be determined by the Board of Directors.  The annual meeting of Members shall be for the election of directors for those director positions that may become open from time to time and for the transaction of such other business as may properly come before it.  Notwithstanding the foregoing, the failure to hold an annual meeting shall not affect the validity of any corporate action or work a forfeiture or dissolution of the Corporation.

 

Section 2.9.     Special Meetings.  Special meetings of the Members may be called by the President or any three (3) members of the Board of Directors and shall be held at such time and place as may be determined by the Board of Directors.

 

Section 2.10.   Notice and Conduct of Meetings.  The Secretary shall give written notice stating the place, the date, and hour of each meeting of Members entitled to vote and, in the case of a special meeting, the purpose(s) for which the meeting is called and the name of the person(s) by whom or at whose direction the meeting is called.  Such notice shall be delivered not less than ten (10) nor more than sixty (60) days prior to the date of the meeting, via personal delivery, mail, telephonic, electronic or facsimile notice (and the method of notice need not be the same as to each Member).  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Member at his or her address as it appears on the Membership records of the Corporation, with postage thereon prepaid.  If transmitted electronically or by facsimile, such notice shall be deemed to be given when the transmission is completed.

 

The President shall conduct meetings of the Members.  If the President is unavailable or otherwise unable to conduct any meeting of Members, the Vice-President shall conduct meetings of the Members or, alternatively, the Board of Directors shall appoint a chairman to conduct such meeting or meetings of Members.

 

Section 2.11.   Voting.  Only those Members with voting rights shall be entitled to vote.  Any provision in these Bylaws referring to a vote of the Members (or to notice, quorum or other requirements related to Member voting) shall be construed to mean only Members with voting rights.  At any meeting of the Members, each Member with voting rights present at such meeting shall have one (1) vote on any matter.

 

Section 2.12.   Meetings by Conference Telephone.  Members may participate in a meeting by conference telephone or similar communications equipment, so long as all persons participating in such meeting can hear one another.  Participation in a meeting through telephonic means shall constitute presence in person at such meeting.

 

Section 2.13.   Quorum.  Voting Members represented in person or by proxy at any meeting of the Members shall constitute a quorum for the transaction of business of the Members.

 

Section 2.14.   Manner of Acting.  Unless a greater number of votes is required by these Bylaws as to a specific action, the act of a majority of the Members entitled to vote present at a meeting at which a quorum is present is the act of the Members.  Any tie in a vote among the Members shall be broken by a vote of the Board of Directors.  Voting by proxy shall be permitted.

 

Section 2.15.   Action Without Meeting.  Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the Members having not less than the minimum voting power that would be necessary to authorize or take the action at a meeting at which all Members entitled to vote on the action were present and voted.  Provided, however, that unless the written consents of all Members entitled to vote have been obtained, notice of any member approval without a meeting shall be given at least ten days before the consummation of the transaction, action or event authorized by the Members as set forth in the Act.  Action may also be taken by written ballot in accordance with the Act.  Any requirement of a written consent or a written ballot may be satisfied by Electronic Transmission, as defined below, provided that any such Electronic Transmission must either set forth or be submitted with information from which it can be determined that the Electronic Transmission was authorized by the Member.  “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such recipient through an automated process.

 

Section 2.16.   Presumption of Assent.  A Professional or Student Member of the Corporation who is present at a meeting of the Members at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless (s)he shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting.  No Member may dissent regarding an action for which the member voted in favor.

 

Section 2.17.   No Transfer or Assignment. No Member of the Corporation may transfer or assign his or her membership interest in the Corporation or any right arising therefrom to any other party nor shall any member attempt to transfer his membership interest or any right arising therefrom to any personal representative, heir, devisee, successor or assign, as may be applicable.

 

Article III

 

Board of Directors

 

Section 3.1.  General Powers.  The business and affairs of the Corporation shall be managed by its Board of Directors, except as otherwise provided in the Act, the Articles of Incorporation or these bylaws.

 

Section 3.2.  Number, Election, Tenure and Qualifications.

 

(a)        The number of directors of the Board of Directors shall be specified from time to time by resolution of the Board of Directors, but shall not be less than three (3).

 

(b)        Upon the expiration of the terms of the directors currently in office upon adoption of these bylaws, directors shall be elected for terms of a length to be determined by the Board of Directors to succeed those whose terms expire.  Despite the expiration of a director’s term, the director shall continue to serve until the election and qualification of a successor or until there is a decrease in the number of directors, or until such director’s earlier death, resignation or removal from office.

 

(c)        The directors shall have the option, exercisable in the sole discretion of the Board of Directors, to fill up to 25% of the director positions and the members shall fill each of the other director positions which become open from time to time.

 

(d)       Any director may be removed at any time, with or without cause, by a unanimous vote of the other directors then in office or by the majority vote of the members.

 

(e)        Each director must be a Member with voting rights.

 

Section 3.3.  VacanciesAny director may resign at any time by giving written notice to the Chairman of the Board of Directors, to the President or to the Secretary of the Corporation.  Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  Any vacancy occurring in the Board of Directors prior to the end of a director’s term may be filled by an appointment approved by the affirmative vote of the Board of Directors.  A director appointed to fill a vacancy shall serve for the unexpired term of such director’s predecessor in office, or until the director’s earlier death, resignation or removal, and must meet the qualifications applicable to the position on the Board of Directors to be filled.

 

Section 3.4.  Standards of Conduct.  A director (or an officer) shall discharge his or her duties as director (or officer):

(a)        In good faith;

(b)        With the care an ordinarily prudent individual in a like position would exercise under similar circumstances;

(c)        In a manner the director (or officer) reasonably believes to be in the best interest of the Corporation; and

(d)       In a manner that supports and is consistent with the standards and doctrine of the Church of Jesus Christ of Latter-day Saints.

Section 3.5.  Regular MeetingsRegular meetings of the Board of Directors shall be held at such time and place as may be determined by the Board of Directors, for the purpose of transaction of such business as may come before the meeting.  The Board of Directors may provide by resolution the time and place, either within or outside the State of Utah, for the holding of regular meetings.  No additional notice of meetings held pursuant to a resolution of the Board of Director, other than the resolution itself, is required.

 

Section 3.6.  Special MeetingsSpecial meetings of the Board of Directors may be called by or at the request of the Chairman of the Board of Directors or any two directors.  The individual or individuals authorized to call special meetings of the Board of Directors may fix any place as the place, either within or outside Utah, for holding any special meeting of the Board of Directors called by them.

 

Section 3.7.  Annual MeetingsOne of the regular meetings of the Board of Directors described above in Section 3.5 shall be designated as the Annual Meeting for the purposes of organization, election of officers for those officer positions that may become open from time to time and the transaction of other business.  Notwithstanding the foregoing, the failure to hold an annual meeting shall not affect the validity of any corporate action or result in forfeiture or dissolution of the Corporation.

 

Section 3.8.  NoticeNotice of each meeting of the Board of Directors stating the place, day and hour of the meeting shall be given to each director at the director’s business address at least five days prior thereto by the mailing of written notice by first class, certified or registered mail, or at least two business days prior thereto by personal delivery of written notice or by telephonic, electronic or facsimile notice (and the method of notice need not be the same as to each director).  If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage thereon prepaid.  If transmitted electronically or by facsimile, such notice shall be deemed to be given when the transmission is completed.  Any director may waive notice of any meeting before, at or after such meeting.  The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, unless the director, at the beginning of the meeting or promptly upon later arrival, objects to holding the meeting because of lack or notice or defective notice, and after objecting, the director does not vote for or assent to action taken at the meeting with respect to the purpose.  If special notice was required for a particular purpose, the director must object to the purpose for which the special notice was required, and after objecting, refrain from voting for or assenting to the action taken at the meeting with respect to the purpose, or the director’s attendance will constitute a waiver of notice.

 

Section 3.9.  Quorum and VotingOne-third (1/3) of the number of directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the vote of a majority of the directors present in person at a meeting at which a quorum is present shall be the act of the Board of Directors.  If less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present.  No director may vote or act by proxy at any meeting of directors.

 

Section 3.10.  Presumption of AssentA director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting, and after objecting, does not vote for or assent to any action taken at the meeting.  The director must also, at the same time, request that his or her dissent shall be entered in the minutes of the meeting, or file his or her written dissent to such action with the presiding officer of the meeting before the adjournment thereof or with the Corporation promptly after adjournment of the meeting.  The director shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment to the meeting.  No director may dissent regarding an action for which the director voted in favor.

Section 3.11.  CompensationDirectors shall not receive compensation for their services as such, although the reasonable stipends and expenses for directors for attendance at Board of Director meetings may be paid or reimbursed by the Corporation.  Directors shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the Corporation in any other capacity.

 

Section 3.12.  Executive and Other CommitteesBy one or more resolutions adopted by a majority of the directors then in office, the Board of Directors may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution establishing such committee, shall have and may exercise the authority of the Board of Directors, except as prohibited by statute.  The delegation of authority to any committee shall not operate to relieve the Board of Directors or any member of the Board of Directors from any responsibility imposed by law.  Rules governing procedures for meetings of any committee of the Board of Directors shall be as established by the Board of Directors, or in the absence thereof, by the committee itself.

 

Section 3.13.  Meetings by TelecommunicationMembers of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or committee by any means of communications so long as all individuals participating in the meeting can hear one another.  Such participation shall constitute presence in person at the meeting.

 

Section 3.14.  Action Without a Meeting.  Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if each and every member of the Board of Directors in writing either (a) votes for the action (b) votes against the action or abstains from voting and waives the right to demand that action not be taken without a meeting.  Action is taken under this section only if the affirmative vote for the action equals or exceeds the minimum number of votes that would be necessary to take the action at a meeting at which all of the directors then in office were present and voted.  An action taken pursuant to this section will not be effective unless the Secretary of the Corporation receives writings describing the action taken, satisfying the above requirements, signed by all of the directors, and not revoked by any director.  Any requirement of a writing may be satisfied by Electronic Transmission, as defined below, provided that any such Electronic Transmission must either set forth or be submitted with information from which it can be determined that the Electronic Transmission was authorized by the director sending the Electronic Transmission.  “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such recipient through an automated process.

Section 3.15.  Chairman of the Board.  The chairman of the Board of Directors shall be selected (and removed) by the Board of Directors by majority vote and shall (i) preside at all meetings of the Board of Directors; (ii) see that all orders and resolutions of the Board of Directors are carried into effect; (iii) supervise and manage the activities of the Executive Committee of the Board, if any; and (iv) perform all other duties incident to the office of chairman of the Board of Directors and as from time to time may be assigned to the chairman by the Board of Directors.

Article IV

Advisory Board

            Section 4.1.  Establishment.  The Board of Directors of the Corporation may by resolution establish an advisory board or executive advisory committee.  The Board of Directors may also at any time dissolve and abolish such advisory board or executive advisory committee and re-establish either at a later time.

Section 4.2.  Powers.  The board of advisors, if and when established pursuant to Section 4.1, shall, when called upon to do so by the Board of Directors, give its advice and counsel to the Board of Directors on such matters as are designated by the Board of Directors.  The board of advisors shall function solely in an advisory role, and shall not be entitled to act on behalf of or otherwise to exercise any powers of the Corporation.  The Board of Directors shall not delegate any management or decisional authority to the board of advisors.  The board of advisors shall not be, and shall not be deemed to be, a “committee” of the Board of Directors, and members of the board of advisors, individually or together, shall not be, and shall not be deemed to be, “directors” of the Corporation, as such terms are defined or used in the Act, the Corporation’s Articles of Incorporation, or these bylaws.  References in these bylaws to the “board” shall be to the Board of Directors, and not to the advisory board.

            Section 4.3.  Number of Advisory Board Members; Election and Term of Office.  The advisory board shall consist of such number of participants as shall be determined by the Board of Directors from time to time.  The members of the advisory board shall be chosen by the Board of Directors, and each shall hold office at the pleasure of the Board of Directors or until such participant’s death or resignation; provided that no individual may be a member of the advisory board at the same time as such individual is a director of the Corporation.  The members of the advisory board may appoint one participant to be the chair of the advisory board.

Section 4.4.  Removal and Resignation.  Any participant on the advisory board may be removed, with or without cause, by a majority of the directors at the same time in office, at any regular or special meeting of the Board of Directors.  Any member of the advisory board may resign from such position by giving written notice to the Chairman of the Board of Directors, the President or the Secretary.

Section 4.5.  Vacancies.  A vacancy in the advisory board shall be filled in the manner prescribed in these bylaws for regular appointments to such position.

Section 4.6.  Fees and Compensation.  By resolution of the Board of Directors, one or more of the participants on the advisory board may be paid a retainer for their services as participant, or a fixed fee (with or without expenses of attendance) for attendance at each meeting, or both.  Nothing herein contained shall be construed to preclude a participant from serving the Corporation at the same time in any other capacity as an officer, agent, employee, or otherwise (except as a director) and receiving compensation therefor.

Section 4.7.  ProceduresExcept as otherwise provided in these bylaws, the Board of Directors shall adopt by resolution rules and procedures governing the conduct and operation of the advisory board, if any.

Article V

 

Officers and Agents

 

Section 5.1.  Number and QualificationsThe officers of the Corporation shall be a President, a Vice-President, a Secretary and a Treasurer.  The Board of Directors may also elect or appoint such other officers, assistant officers and agents, including an executive director, one or more vice presidents, a controller, assistant secretaries and assistant treasurers, as it may consider necessary.  One individual may hold more than one office at a time.

 

Section 5.2.  Power/Duties.  The Board of Directors may delegate to any officer of the Corporation or any committee of the Board of Directors the power to appoint, remove and prescribe the duties of other officers, assistant officers, agents and employees.

Section 5.3.  Resignation.  An officer may resign at any time by giving written notice of resignation to the Corporation.  An officer’s resignation shall take effect at the time specified in the notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.4.  Election and Term of OfficeThe officers of the Corporation shall be elected by the Board of Directors at each annual meeting, or, if the term of office exceeds one year, at the meeting which coincides with the conclusion of the given term.  If the election of officers shall not be held at such meeting, such election shall be held as soon as convenient thereafter.  Each officer shall hold office until the officer’s successor shall have been duly elected and shall have qualified, or until the officer’s earlier death, resignation or removal.

 

Section 5.5.  Removal.  An officer, assistant, agent or employee may be removed, with or without cause at any time, as follows:  (i) in the case of an officer, assistant, agent or employee appointed by the Board of Directors, only by resolution of the Board of Directors; and (ii) in the case of any other officer, assistant, agent or employee, by any officer of the Corporation or committee of the Board of Directors upon who or which such power of removal may be conferred by the Board of Directors; but such removal shall be without prejudice to the contract rights, if any, of the individual so removed.

Section 5.6.  VacanciesA vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

Section 5.7.  CompensationThe compensation of the officers shall be fixed from time to time by the Board of Directors based upon the fair value of services rendered by such officers, and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director of the Corporation.

 

Section 5.8.  Authority and Duties of Officers.   The officers of the Corporation shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the President, the Board of Directors or these bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.

 

(a)        President.  The President shall be the chief executive officer and shall perform such duties as may be assigned to him/her by the Board of Directors.  The President shall perform the duties normally performed by the chief executive officer.

 

(b)        Vice-President.  In the absence of the President, or in the event of the President’s death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  The Vice-President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.  In the event there is more than one vice-president serving, the vice-presidents shall perform the duties assigned to them by the President and Board of Directors.

 

(c)        Secretary.  The Secretary shall:  (i) keep the minutes of the proceedings of the Board of Directors and any committees of the Board of Directors; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the corporate records and of the seal of the Corporation; and (iv) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Directors.  Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the Secretary.

 

(d)       Treasurer.  The Treasurer shall:  (i) be the principal financial officer of the Corporation and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the Board of Directors; (ii) receive and give receipts for moneys paid in on account of the Corporation, and pay out of the funds on hand all bills, payrolls and other just debts of the Corporation of whatever nature upon maturity; (iii) unless there is a controller, be the principal accounting officer of the Corporation and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns and related documents, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the President and the Board of Directors statements of account showing the financial position of the Corporation and the results of its operations; (iv) upon request of the Board of Directors, make such reports to it as may be required at any time; and (v) perform all other duties incident to the office of treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or the Board of Directors.  Assistant treasurers, if any, shall have the same powers and duties, subject to supervision by the Treasurer.

 

Section 5.9.  Multiple Offices.  An individual may hold more than one office of the Corporation; provided, however, no individual may serve both as the President and as the Secretary of the Corporation.

Section 5.10.  Surety BondsThe Board of Directors may require any officer or agent of the Corporation to execute to the Corporation a bond in such sums and with such sureties as shall be satisfactory to the Board of Directors, conditioned upon the faithful performance of such individual’s duties and for the restoration to the Corporation of all books, papers, vouchers, money and other property of whatever kind in such individual’s possession or under such individual’s control belonging to the Corporation.

 

Article VI

Execution Of Instruments

            Section 6.1.  Checks, Drafts, etc.  All checks, drafts and orders for payment of money, and notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 6.2.  DepositsAll funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

            Section 6.3.  Contracts.  The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 6.4.  Conflicts of Interest.  The directors and officers of the Corporation shall have no undisclosed economic interest in the process of securing contracts.  No bid or contract may be awarded to (i) a director or officer of this Corporation, (ii) any entity which such individual owns, directly or indirectly or through relatives, more than thirty-five percent (35%) of the voting interest thereof, (iii) any entity of which such individual is a director or officer, or has a financial interest, or (iv) a relative of such individual, meaning his or her spouse, ancestor, brother, sister, children, grandchildren or the spouses of brothers, sisters, children or grandchildren, unless such relationship has been disclosed to the Board of Directors and the Board of Directors or committee thereof in good faith authorizes the award by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum.

Article VII

Indemnification

            Section 7.1.  Indemnification.

(a)        To the fullest extent allowed by the Articles of Incorporation and relevant law, the Corporation shall indemnify any director or officer of the Corporation, successful on the merits in any proceeding or matter in any proceeding to which the director or officer was a party by reason of having served as a director or officer, against reasonable expenses incurred in the proceeding or matter therein, including reasonable attorney fees.

(b)        The Corporation may indemnify an individual made a party to a proceeding because the individual is or was a director, officer, employee, fiduciary or agent of the Corporation or of any other corporation at the request of the Corporation, or by reason of any action alleged to have been taken, omitted or neglected as such director, officer, employee, fiduciary or agent against reasonable expenses incurred in connection with the proceeding, if:

  1. the individual’s conduct was in good faith;
  2. the individual reasonably believed that the individual’s conduct was in the Corporation’s best interests; and
  3. in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful.

(c)        The Corporation shall not indemnify a director, or officer, employee, fiduciary, or agent in connection with a proceeding in which such individual was adjudged liable to the Corporation, or in connection with any other proceeding charging that the individual derived an improper personal benefit, whether or not involving action in the individual’s official capacity, in which proceeding the individual was adjudged liable on the basis that the individual derived an improper personal benefit.

            Section 7.2.  Advances of Costs and Expenses.  The Corporation may pay for reasonable expenses incurred by a director, officer, employee or agent (in defending a civil or criminal action, suit or proceeding) who is a party to a proceeding in advance of final disposition of the proceeding if:

(i)         the individual furnishes the Corporation a written affirmation of the individual’s good faith belief that the individual has met the applicable standard of conduct described above in Section 7.1.

(ii)        the individual furnishes the Corporation a written undertaking, executed personally or on the individual’s behalf, to repay the advance, if it is ultimately determined that the individual did not meet the standard of conduct; and

(iii)       a determination is made that the facts then known to those making the determination would not preclude indemnification.

Section 7.3.  InsuranceBy action of the Board of Directors, notwithstanding any interest of the directors in such action, the Corporation may, subject to Section 7.5, purchase and maintain insurance, in such amounts as the Board of Directors may deem appropriate, on behalf of any individual indemnified hereunder against any liability asserted against such individual and incurred by such individual in such individual’s capacity of or arising out of such individual’s status as an agent of the Corporation, whether or not the Corporation would have the power to indemnify such individual against such liability under applicable provisions of law.  The Corporation may also purchase and maintain insurance, in such amounts as the Board of Directors may deem appropriate, to insure the Corporation against any liability, including without limitation, any liability for the indemnifications provided in this Article.

 

Section 7.4.  Right to Impose Conditions to IndemnificationThe Corporation shall have the right to impose, as conditions to any indemnification provided or permitted in this Article, such reasonable requirements and conditions as the Board of Directors may deem appropriate in each specific case, including but not limited to any one or more of the following:  (a) that any counsel representing the individual to be indemnified in connection with the defense or settlement of any action shall be counsel that is mutually agreeable to the individual to be indemnified and to the Corporation; (b) that the Corporation shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the individual to be indemnified; and (c) that the Corporation shall be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified individual’s right of recovery, and that the individual to be indemnified shall execute all writings and do everything necessary to assure such rights of subrogation to the Corporation.

 

Section 7.5.  Limitation on IndemnificationNotwithstanding any other provision of these bylaws, the Corporation shall neither indemnify any individual nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with qualification of the Corporation as an organization described in Section 501(c)(3) of the Internal Revenue Code (“IRC”).

 

Article VIII

 

Limitation on Liability

 

No director or officer of this Corporation shall be personally liable to the Corporation for civil claims arising from acts or omissions made in the performance of such individual’s duties as a director or officer, unless the acts or omissions are the result of such individual’s intentional misconduct.

 

Article IX

Limitations

Section 9.1.  Prohibition Against Sharing in Corporate EarningsNo director, officer or employee of or individual connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such individual of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors; and no such individual or individuals shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation.  All directors of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, consistent with Article VII of the Corporation’s Articles of Incorporation.

 

Section 9.2.  InvestmentsThe Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a nonprofit corporation is or may hereafter be permitted by law to make, or any similar restriction, provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under IRC §§ 502 or 503 or any other Section of the IRC.

 

Section 9.3.  Exempt ActivitiesNotwithstanding any other provision of these bylaws, no director, officer, employee, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under IRC § 501(c)(3).

 

Article X

 

Miscellaneous

 

Section 10.1.  Account Books, Minutes, Etc.  The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees.  All books and records of the Corporation may be inspected by any director, such director’s authorized agent or attorney, for any proper purpose at any reasonable time.

 

Section 10.2.  Fiscal YearThe fiscal year of the Corporation shall be as established by the Board of Directors.

 

Section 10.3.  Conveyances and EncumbrancesProperty of the Corporation may be assigned, conveyed or encumbered by such officers of the Corporation as may be authorized to do so by the Board of Directors, and such authorized individuals shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all of the property and assets of the Corporation shall be authorized only in the manner prescribed by applicable statute.

 

Section 10.4.  Designated ContributionsThe Corporation may accept any designated contribution, grant, bequest or devise consistent with its general tax‑exempt purposes, as set forth in the Articles of Incorporation.  As so limited, donor‑designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored.  However, the Corporation shall reserve all right, title and interest in and to and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any special fund, purpose or use.  Further, the Corporation shall acquire and retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used to carry out the Corporation’s tax‑exempt purposes.

 

Section 10.5Loans to Directors and Officers ProhibitedNo loans shall be made by the Corporation to any of its directors or officers.

 

Section 10.6References to Internal Revenue CodeAll references in these bylaws to provisions of the Internal Revenue Code are to the provisions of the Internal Revenue Code of 1986, as amended, and shall include the corresponding provisions of any subsequent federal tax laws and the regulations promulgated thereunder, as they now exist or as they may hereafter be amended.

 

Section 10.7.  Amendment.  The power to alter, amend, restate or repeal these bylaws and adopt new bylaws or to alter, amend or restate the Corporation’s Articles of Incorporation shall be vested in the members or the Board of Directors.  Any amendment must be approved by an affirmative vote of a majority of the members at any annual or special meeting of the members or by the directors at any regular or special meeting of the Board of Directors.

 

Section 10.8.  SeverabilityThe invalidity of any provision of these bylaws shall not affect the other provisions hereof, and in such event these bylaws shall be construed in all respects as if such invalid provision were omitted.

 

Section 10.9.  Electronic TransmissionsAny Electronic Transmission received by the Corporation shall be deemed to constitute the electronic signature of the sender pursuant to the Utah Uniform Electronic Transactions Act and shall be deemed to have been executed or adopted by the sender with the intent to sign the record so submitted.