|Sugar House Community Council Bylaws|
BYLAWS OF SUGAR HOUSE COMMUNITY COUNCIL ("SHCC”)
(Approved changes June 6, 2012)
ARTICLE I –
Purposes These Bylaws are adopted for the governance of the Sugar House Community Council, a Utah nonprofit corporation (herein referred to as the “SHCC”). The SHCC shall have the right to do and accomplish all things and engage in all other lawful transactions that a nonprofit corporation organized under the State of Utah might do, accomplish, or engage in under the Utah Revised Nonprofit Corporation Act (the “Nonprofit Act”), subject to the restrictions, qualifications, and limitations of the articles of incorporation.The SHCC is organized exclusively for charitable, educational, religious, literary, or scientific purposes, including, but without being limited to the generality of the foregoing, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986, as amended, including corresponding provisions of future tax laws.Without limiting the foregoing the SHCC is organized to involve citizens in identifying issues, plans, and projects that enhance the beauty, safety, health, welfare, vibrancy, and human-scale character of all Sugar House area neighborhoods, businesses, and historical and natural resources. SHCC sponsors, supports, and provides a voice on such issues to governing bodies and their agencies, private service agencies, the community at large, and other organizations and/or individuals as may directly affect the vitality of the Sugar House area and individual residents thereof. The SHCC will do this through the following activities:
· Combat neighborhood and community deterioration in the Sugar House area.
· Identify community issues that affect the life of the Sugar House area and its individual residents.
· Disseminate information to the Sugar House residents about events and issues that directly affect the life of the Sugar House area and its individual residents.
· Support beautification of the Sugar House community.
· Preserve and improve the business, residential, and recreational areas and facilities of the Sugar House area.
· Receive, invest, and disburse funds for the accomplishment of its stated purposes.SHCC shall have all powers necessary and incidental to carrying out the purposes for which the SHCC is formed.SHCC will not discriminate against any individual or organization based upon sex, age, race, color, religion, sexual orientation, or national origin and will encourage representation and participation of all members of the community.
ARTICLE II – Offices of the Corporation
Section 2.1 Principal Office. The principal office of SHCC shall be located at 1874 McClelland Street, Salt Lake City, Utah 84105. The Board of Trustees may change the principal office from time to time. SHCC may have such other offices, either within or without the State of Utah, as the Board of Trustees may designate or as the business of SHCC may require from time to time.
Section 2.2 Registered Office. The registered office of SHCC in the State of Utah may be, but need not be, identical with the principal office in the State of Utah, and the Board of Trustees may change the address of the registered office from time to time.
ARTICLE III – Board of Trustees
Section 3.1 General Powers. The SHCC shall be managed under the direction of the governing Board of Trustees, which shall be vested with all powers, privileges, and rights of a governing Board under the Nonprofit Act; and shall have final authority to establish and resolve all matters and questions of policy.
Section 3.2 Number, Election, and Tenure of Trustees. The Board of Trustees shall consist of at least 15 Trustees. Neighborhood Trustees shall be determined in proportion to the relative population of each neighborhood district (as identified in Attachment “A” to these Bylaws), based upon the latest national decennial census block data. (See Attachment “C”) In addition to the proportional representation, the SHCC may authorize “At-large” Trustees, no more than 15. After each national census, any neighborhood district losing representation shall retain all of its Trustees until the first Trustee resigns or his/her petition expires. Additional Trustees shall leave by natural attrition until that neighborhood district obtains its correct number of Trustees. Each Trustee shall hold office after qualification for a period of three (3) years. The Trustees shall not continue in their office after the expiration of their three (3) year term unless or until they re-qualify through the stated qualification process. Trustees may serve successive terms.
Section 3.3 Qualification. A member shall qualify as a Trustee by obtaining twenty-five (25) signatures by way of a petition from eligible members from the SHCC neighborhood district that the member proposes to represent or entire SHCC boundaries for At-large Trustees. An eligible member for At-large status is an individual owning real property, owning a business or working within the SHCC boundaries and being at least 18 years of age. The individual shall present the signatures by way of a petition to the Secretary of the Board of Trustees one week prior to the Board of Trustees monthly meeting and shall become a Trustee upon a vote of approval by the majority of the Board of Trustees in attendance. A new Trustee shall be entitled to participate as a Trustee in the first SHCC meeting following approval of their petition by the Board of Trustees.
Section 3.4 Neighborhood Districts. Each Trustee shall represent approximately the same number of members, but no neighborhood district shall be entitled to less than two (2) Trustees. The neighborhood districts have geographical boundaries as identified in Attachment "A."
Section 3.5 Former Neighborhood Districts. Certain neighborhood districts may be included in the boundaries established in the SHCC Articles of Incorporation but limited in their recognition by these Bylaws. Such neighborhood districts may be either a.) no longer recognized and without any Trustee representation and whose populations are not counted as part of the SHCC or b.) provisionally recognized with understanding that issues affecting these neighborhood districts may or may not be addressed with the SHCC. See Attachments “A” and “C.”
Section 3.6 Absenteeism. The petition of a Trustee who fails to be present at three (3) consecutive monthly meetings without providing notice to the Chair or the Secretary prior thereto can be challenged. If a petition is challenged by a new qualifying petition and there are no other remaining vacancies for Trustees in that neighborhood district, the new petition will replace the absentee Trustee at the next SHCC monthly meeting. Written notification of removal of an absentee Trustee will be given to the absentee Trustee in a timely manner by mailing to the last known address of record.
Section 3.7 Vacancies. Any Trustee may resign at any time by giving written notice to the Chair or to the Secretary of SHCC. 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 Trustees may be filled in the same manner as the qualification of other Trustees as described in Section 3.3 of these Bylaws.
Section 3.8 Removal of Trustees. Any Trustee or Trustees of SHCC may be removed from office by the affirmative vote of a two-thirds majority of the Trustees in attendance at any regularly scheduled Monthly Meeting of the Trustees as described in Article IV Section 4.1.1 of these Bylaws provided such business is noted as an action item on the monthly agenda.
Article IV – Meetings
Section 4.1 Regular Meetings. The Board of Trustees shall meet at such time and in such places as may be determined by the Chair of the Board, upon written notice of the hour, date, and place of meetings to each Trustee not less than five (5) days prior to the meeting date. Notice shall be given in accordance with provisions of Section 4.7 of these Bylaws. All meetings should be held in a public building that provides for access for SHCC members. SHCC monthly, nnual, and special meetings shall comply with the provisions of the open meeting laws of the state of Utah and Salt Lake City. (Ord. 69-90 Section 1 (part), 1990). Participation in meetings shall be open to anyone residing, owning property, or doing business within the boundaries of SHCC, as described in the map attached hereto as Attachment “A.”
Section 4.1.1 Monthly Meetings. The Board of Trustees shall hold a regular meeting as described in Section 4.1 above on the first Wednesday of every month at the time and place in Salt Lake City, Utah, as determined by the Board of Trustees, unless otherwise indicated by notice in accordance with provisions of Section 4.7 of these Bylaws.
Section 4.1.2 Annual Meeting. One of the monthly meetings of the Board of Trustees described in Section 4.1.1 above shall be designated as the annual meeting for the purposes of organization, election of officers, and the transaction of other business. The Annual Meeting will generally occur on the first Wednesday of October during or in place of the October Monthly Meeting. If the Annual Meeting cannot be held in place of the October monthly meeting, the Annual Meeting shall be held as soon as convenient thereafter.
Section 4.1.3 Special Meetings. The Chair of the Board, or a third of the current trustees, may call a Special Meeting of the Board of Trustees by providing written notice of the hour, date, and place of the meeting in accordance with the provisions of Section 4.7.
Section 4.2 Voting. At any meeting of the Board of Trustees, each Trustee present at such meeting shall have one (1) vote on any matter. Only those Trustees who have a current petition on file as defined in Sections 3.2 and 3.3 may vote.
Section 4.3 Manner of Acting. The act of a majority of the Trustees present at a meeting at which a quorum is present is the act of the Board of Trustees. Voting by proxy is permitted.
Section 4.4 Action by Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the Board of Trustees may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Trustees. Such consent shall have the same force and effect as a unanimous vote of the Trustees.
Section 4.5 Meetings by telecommunication. Trustees or committee members may participate in a meeting by any means of communication by which all persons participating in such meeting can hear one another. Participation in a meeting through electronic means shall constitute presence in person at such meeting.
Section 4.6 Quorum. The Trustees in attendance at any properly constituted meeting of the Board of Trustees shall constitute a quorum for the transaction of business.
Section 4.7 Notice. Notice of each meeting of the Board of Trustees, stating the place, date, and hour of the meeting shall be given to each Trustee at the address which appears in the SHCC's records, at least five (5) days prior to the meeting by the mailing of written notice by regular, first class, certified, or registered mail, or at least two days prior to the meeting by personal delivery of written notice or by telephonic or electronic notice (and the method of notice need not be the same to each Trustee). The notice may be in the form of an electronic message that contains a link to the location of a web page with the meeting notice information. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage prepaid. If electronic, such notice shall be deemed to be given when the electronic message is delivered to the Internet service provider. Any Trustee may waive notice of any meeting before, at, or after such meeting. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Trustees need be specified in the notice or in the waiver of notice of such meeting, unless otherwise required by statute.
Section 4.8 Presumption of Assent. A SHCC Trustee who is present at a meeting of the Board of Trustees at which action on any matter is taken shall be presumed to have assented to the action taken unless: (i) their dissent or abstention shall be entered in the minutes of the meeting; (ii) they file their written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment of the meeting; or (iii) they forward such dissent or abstention by registered mail to the secretary of SHCC immediately after the adjournment of the meeting. No Trustee may dissent or abstain regarding an action for which the Trustee voted in favor.
Section 4.9 Compensation. Trustees shall not receive compensation for their services, although the reasonable expenses incurred by a Trustee on behalf of the SHCC may be paid or reimbursed by SHCC as pre-approved by the Chair or Secretary.
ARTICLE V – Officers
Section 5.1 Number and Qualifications. The officers of the SHCC shall be a Chair, three Vice-Chairs, a Secretary, and a Treasurer. The Board of Trustees may also elect or appoint such other officers, assistant officers, and agents, including an executive director, a controller, assistant secretaries, and assistant treasurers, as it may consider necessary.
Section 5.2 Election and Term of Office. The elected officers of SHCC shall be elected annually by the present SHCC Trustees who have a current petition on file at the October Monthly Meeting of the Board of Trustees. All officers elected must have a current petition on file. Each officer shall hold office until a successor qualifying in accordance with Section 3.3 above is elected. If the election of officers cannot be held during the Regular Meeting held the first Wednesday of October, such election shall be held at the newly designated Annual Meeting to take place as soon as convenient thereafter.
Section 5.2.1 Election Procedures. Elections will be held as follows:1.The Chair of the Board of Trustees will appoint a Trustee to organize the Elections Committee no later than the July SHCC meeting. The Elections Committee will consist of three or five members. Members of the Elections Committee will appoint a Chair of the committee. Members of the Elections Committee may not run for office. The Elections Committee decisions are final.2.A member may nominate another, but the member nominated must accept before they will be placed upon the ballot; otherwise the nomination is rejected.3.Candidates may only run for one office. 4.At the Monthly Meeting the month prior to the planned Annual Meeting of the SHCC, those wishing to run for office may distribute flyers announcing their candidacy, a resume and/or speak for a maximum of five (5) minutes. Those wishing to distribute campaign materials may do so at their own expense.5.Candidates will have their name listed on the ballot if submitted to the Chair of the Election Committee by 5:00 p.m. two (2) Wednesdays prior to the Annual Meeting of the SHCC. Write-in candidates are permissible.6.Ballots will be presented to the Trustees at the Annual Meeting of the Board of Trustees. Once the Chair opens the meeting to voting, voting will remain open for one (1) hour. When the voting is closed, the Elections Committee will retire to a private location to count the ballots.7.For those Trustees not able to be present at the Annual Meeting, absentee ballots will be available upon request from the Chair of the Election Committee or the Secretary, beginning two (2) Mondays before the Annual Meeting. Ballots must be returned to the Chair of the Election Committee or the Secretary in a sealed and signed across the flap of the envelope or via electronic means before the beginning of the Annual Meeting. Only official ballots will be counted. Absentee ballot envelopes will only be opened and ballot added to other ballots unopened by the Election Committee and only during the count of the ballots..8.Ties in the balloting will be decided by a coin toss. The Chair of the Elections Committee will select a candidate to call the coin toss in the air and allow the coin to fall to the floor. The winner of the coin toss will be the one selected for the office.9.A write-in who wins an election to an office who has not previously announced their candidacy must be contacted by the Elections Committee and asked if they will serve in the office to which they are elected. Should the write-in decline, the office will go to the person with the next highest number of votes. Should an office not be filled by an election then the incoming Chair of the Board of Trustees will appoint individuals per the SHCC Bylaws.10.The order of Vice-Chairs will be determined by the number of ballots received, by coin toss in the event of a tie, or by mutual consent of the Vice-Chairs.11.If a ballot contains votes for a number of candidates for any particular office that exceeds the number indicated on the ballot, the votes for that office on that ballot will be considered invalid.See Attachment “B” for Sample Ballot.
Section 5.3 Removal. Any officer may be removed by a 2/3 vote of all qualified Trustees as defined in Section 3.3 whenever, in their judgment, the best interests of SHCC will be served thereby.
Section 5.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled as provided for in these Bylaws by an appointee of the Chair for the un-expired portion of the term with the consent of a majority of the quorum of the Trustees at a regular meeting of the SHCC.
Section 5.5 Chair, Vice-Chairs, Secretary, and Treasurer.(a) Chair. The Chair shall, subject to the direction and supervision of the Board of Trustees: (i) be the chief executive officer of SHCC and have general and active control of its affairs and business and general supervision of its officers, agents, and employees; (ii) preside at all meetings of the Board of Trustees; (iii) see that all acts and decisions of the Board of Trustees are carried into effect; and, (iv) perform all other duties incident to the office of Chair and as from time to time may be assigned by the Board of Trustees. A vacancy in the office of Chair shall be filled by the First Vice Chair acceding to the office of Chair. (b) Vice Chair(s). The Vice Chair(s), in order of their election, shall assist the Chair and shall perform such duties as may be assigned to them by the Chair or by the Board of Trustees. Any Vice Chair designated by the Chair shall, at the request of the Chair or, in the Chair’s absence or inability or refusal to act, perform the duties of the Chair and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair. A vacancy in the office of Vice Chair shall be filled by the Vice Chair(s) acceding to the next highest office, based upon their order of election, until the next regularly held election.(c) Secretary. The Secretary shall: (i) keep the minutes of the proceedings of the Board of Trustees; (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; (iv) in general, perform all duties incident to the office of Secretary; (v) notify Trustees of the pending expiration of their terms of office; (vi) apprise the State of Utah Department of Commerce of new officers and file all other documents required; and, (vii) perform such other duties as from time to time may be assigned by the Chair or by the Board of Trustees. Assistant Secretaries, if any, shall have the same duties and powers, subject to supervision by the Secretary. A vacancy in the office of the Secretary shall be filled by an appointee of the Chair for the un-expired portion of the term with the consent of a majority of a quorum of the Trustees at a regular meeting of the SHCC. (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 Trustees; (ii) receive and give receipts for monies 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 annually prepare and furnish to the Chair and the Board of Trustees statements of account showing the financial position of the corporation and the results of its operations; (iv) upon request of the Board 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 by the Chair or the Board of Trustees. Assistant Treasurers, if any, shall have the same powers and duties, subject to supervision by the Treasurer. All disbursements shall require the approval of two officers whose signatures are on file with the bank. The first vice-chair may substitute as one of the two required signatures in the event of the absence of either the chair or treasurer. A vacancy in the office of Treasurer shall be filled by an appointee of the Chair for the unexpired portion of the term with the consent of a majority of a quorum of the Trustees at a regular meeting of the SHCC.
Section 5.6 Multiple Offices. A person may not hold more than one office of the SHCC.
ARTICLE VI – Committees The Board of Trustees at any time and from time to time may establish one or more committees of members for any appropriate purpose and may dissolve any such committee. The members of any such committee shall elect a Chair who shall preside at all meetings of the committee and generally supervise the conduct of the committee's affairs. Rules governing procedures for meetings of any such committee for the conduct of such committee's affairs shall be as established by the Board of Trustees or the committee as directed by the Chair of the Board of Trustees.
ARTICLE VII – Execution of Instruments
Section 7.1 Checks, drafts, etc. All checks, drafts, orders for payment of money, and notes or other evidence of indebtedness issued in the name of the SHCC shall be signed by two officers of SHCC and in such manner as shall from time to time be determined by resolution of the Board of Trustees.
Section 7.2 Loans. No loans shall be contracted on behalf of the SHCC and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.
Section 7.3 Deposits. All funds of SHCC not otherwise employed shall be deposited to the credit of the SHCC in such banks, trust companies, or other depository as the Board of Trustees may select.
Section 7.4 Contracts. The Board of Trustees 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 SHCC; and such authority may be general or confined to specific instances.
Article VIII – Indemnification
Section 8.1 Indemnification. To the extent allowed by the Articles of Incorporation and law, the SHCC may indemnify any Trustee, officer, employee, or agent of the SHCC against any and all claims and liabilities to which the Trustee, officer, employee or agent may become subject by reason of serving or having served as a Trustee, officer, employee, or agent of the SHCC or any other corporation at the request of the SHCC, or by reason of any action alleged to have been taken, omitted, or neglected as such Trustee, officer, employee, or agent; and the SHCC may reimburse such person for all attorneys’ fees and other expenses incurred in connection with any such claim or liability, except that no such person shall be indemnified against or reimbursed for any expenses incurred in connection with any claim or liability arising out of his or her own fraud, malicious or willful misconduct, or when injury or damage resulted from the illegal use of alcohol or a controlled substance. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, Bylaw, agreement, or otherwise.
Section 8.2 Advances of Costs and Expenses. The SHCC may pay costs and expenses incurred by a Trustee, officer, employee, or agent in defending a civil or criminal action suit or proceeding in advance of the final disposition of the action, suit, or proceeding upon receipt of a written undertaking by or on behalf of the person that he or she shall repay the amount advanced if it is ultimately determined that he or she is not permitted or entitled to be indemnified by the SHCC as authorized by these Bylaws.
Section 8.3 Insurance. The Board may, at its discretion, purchase and maintain insurance on behalf of the Trustees, officers, employees, and agents and former Trustees, officers, employees, and agents, against any liability or settlement based upon asserted liability incurred by them by reason of being or having been Trustees, officers, employees, or agents of the SHCC, whether or not the SHCC would have the power to indemnify them against such liability or settlement under the provisions of applicable law.
8.4 Personal Liabilities of Trustees and Officers. No Trustee or officer of the SHCC shall be personally liable to the SHCC for civil claims arising from acts or omissions made in the performance of his or her duties as a Trustee or officer, unless the acts or omissions are the result of his or her fraud, or malicious or willful or knowingly wrongful conduct, or the illegal use of alcohol or a controlled substance.
Article IX – Limitations
Section 9.1 – Net Earnings. No part of the net earnings of the SHCC shall inure to the benefit of, or be distributable to, its Trustees, officers or other private persons, except that the SHCC shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I hereof.
Section 9.2 – Activities. Notwithstanding any other provision of these articles, the SHCC shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Article X – Distribution of Assets upon Dissolution Upon the dissolution of the SHCC, its remaining assets shall be distributed by the Board of Trustees for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or to one or more organizations which are organized or operated exclusively for such purposes, or shall be distributed to the federal government or to a state or local government, for a public purpose. Any such assets not so disposed of by the Board, shall be disposed of by the district court of the county in which the principal office of the SHCC is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine.
Article XI – Amendment of Bylaws These Bylaws may be amended, altered, changed, added to, or repealed by an affirmative vote of a two-thirds majority of the Trustees in attendance at any regular meeting of the Trustees provided the vote occurs prior to the time of adjournment stated in the agenda for that meeting; provided that Article IX, Limitations, and X, Distribution of Assets upon Dissolution, herein may not be amended in any manner inconsistent with the requirements for tax exemption under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE XII – Miscellaneous
Section 12.1 Fiscal Year. The fiscal year of the corporation shall be as established by the Board of Trustees.
Section 12.2 Conflicts of Interest. If any person who is a Trustee or officer of SHCC is aware that the corporation is about to enter into or consider making a recommendation with respect to any business transaction materially affecting him/herself, any member of his/her family, or any entity in which he/she has any legal, equitable, or fiduciary interest or position, including without limitation as a Trustee, officer, shareholder, partner, or beneficiary, such person shall (a) immediately inform those charged with approving the transaction on behalf of the corporation of his/her interest or position, and (b) not be entitled to vote on the decision to enter into or make a recommendation with respect to such transaction.
Section 12.3 Severability. The 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.
I, the undersigned, being the secretary of the SHCC, do hereby certify the foregoing to be the Bylaws of such corporation, as adopted by written consent of its Board of Trustees on the 4th day of August, 2004.
Map of the Sugar House Community Council Neighborhoods.
[See the map on this website.]
SUGAR HOUSE COMMUNITY COUNCILELECTION OF OFFICERS FOR THE BOARD OF TRUSTEES20__
CHAIR Vote for 1 _______ Name ***********************************************
VICE CHAIR Vote for 3 _______ Name _______ Name _______ Name ***********************************************
SECRETARY Vote for 1 _______ Name ***********************************************
TREASURER Vote for 1 _______ Name
SHCC Neighborhood and Trustee Allocation
Article III, Section 3.2 of the Sugar House Community Council By-laws states the Board of Trustees shall consist of at least 15 Trustees. Neighborhood Trustees shall be determined in proportion to the relative population of each neighborhood district, based upon current census block data. In addition to the proportional representation, the SHCC may authorize "At-large" Trustees, no more than 15.
The following neighborhood statistics show the population ad percents for the 2000 census & the current statistics based on the 2010 Census Data:
* Per Article III Section 3.5, Bonneville and Wasatch Hollow are no longer recognized.
The following formula is used as a method of determining the number of trustees allowed per neighborhood in proportion to the relative population of each neighborhood based on the population.
That would be: