BYLAWS OF KEEP UTOPIA BEAUTIFUL
These Bylaws (referred to as the "Bylaws") govern the affairs of Keep Utopia Beautiful, a nonprofit Corporation (referred to as the "Corporation") organized under the Texas Non-Profit Corporation Act (referred to as the "Act").
ARTICLE I
Name, Mission, and Offices
I.01. Name: The name of the Corporation shall be Keep Utopia Beautiful, Inc.
I.02. Mission/Purpose: Keep Utopia Beautiful is a nonprofit organization whose mission is:
“To be nurturing stewards of our canyonlands”. KUB’s vision is: “To be a catalyst for reducing the human footprint on our natural world.”
1.03. Office: The Corporation shall maintain a registered office, and may have other offices at such places as the Board of Directors may from time-to-time determine, or as the activities of the Corporation may require.
ARTICLE II
Members
II.01. Authority for Members: The Board of Directors may establish, and from time to time amend, such classes or categories of members as it deems appropriate.
II.02. Benefits, Dues and Policies: The Board may establish, and from time to time amend, membership qualifications, benefits, dues, and policies for each class or category of members established by these Bylaws or by the Board.
II.03. Admission of Members and Renewal of Membership: Persons may be admitted to membership in the Corporation by the Board of Directors. The Board of Directors may adopt and amend application procedures and qualifications for membership in the Corporation.
ARTICLE III
Board of Directors
III.01. General Powers: The activities, property, monies, and affairs of the Corporation shall be managed by the Board of Directors (hereinafter Board) which may exercise all such powers of the Corporation as are permitted by statute, the Articles of Incorporation, and these Bylaws.
III.02. Number: The number of directors shall be up to 11 (eleven), which number may be increased or decreased from time to time by amendment of these Bylaws, provided that the number of directors shall not at any time be less than three (3), and that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director.
III.03. Qualification: Board Members shall be representatives of, and residents of or land owners in, the community which Keep Utopia Beautiful serves. The Board may establish additional qualifications for directors from time to time.
III.04. Term of Office: The term of office for directors shall be three (3) years. Directors may be reappointed or reelected to successive terms. Directors shall serve until the expiration of their term, resignation, death, disqualification, or removal from office as provided in these Bylaws. The terms of office shall be staggered so that no more than one-third of the directors stand for election each year.
III.05. Filling of Vacancies: Any vacancy on the Board, or a vacancy created as the result of an increase in the number of directors, shall be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum, at any regular or special meeting of the Board, provided that the notice of the meeting shall state that the filling of vacancies is to be considered. Any director elected to fill a vacancy shall hold office until the end of the term of the vacancy to which he or she was elected. Vacancies created by an increase in the number of directors shall have terms established by the Chairperson so as to meet the requirements for rotation as provided in Section 04 above.
III.06. Resignation: Any officer or director may resign at any time by sending written notice to the Chairperson of the Board. The resignation shall take effect at the time specified, but in no case before such notice has been received.
III.07. Removal: Any director may be removed at any regular or special meeting of the Board by an affirmative vote of a majority of the number of directors in office, provided that the notice of the meeting shall state that removal of directors is to be considered.
III.08. Annual Board Meeting: There shall be an annual meeting of the Board of Directors in January, at which the Board shall elect officers, and may transact any and all business that may come before the Board, subject to all provisions for notice, or waiver of notice, as provided in these Bylaws.
III.09. Regular Meetings: The Board may provide for regular meetings by resolution stating the time and place of such meetings. No notice of regular meetings of the Board is required other than a resolution of the Board of Directors communicated to all directors, stating the time and place of the meetings.
III.10. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the chairperson or any three directors. The person or persons calling a special meeting shall notify the secretary of the information required to be included in the notice of the meeting. The secretary shall give notice to the directors as required in the Bylaws.
III.11. Notice: Written or printed notice of any special meeting of the Board shall be delivered to each director not less than two (2) days before the date of the meeting. The notice for a special meeting shall state the place, day, and time of the meeting, and the purpose or purposes for which the meeting is called.
III.12. Waiver of Notice: Unless otherwise required by law or these Bylaws, in case of an emergency declared by the Board Chairperson, the two day notice for any special meeting may be waived.
III.13. Quorum: A majority of the number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If enough directors leave the meeting early so that less than a quorum remain, the remaining directors may continue to discuss business but no actions may be approved.
III.14. Duties of Directors: Directors shall exercise ordinary business judgment in managing the affairs of the Corporation. In the discharge of any duty imposed or power conferred on directors, directors shall act in good faith and take actions they reasonably believe to be in the best interests of the Corporation. In all other instances, the Board shall not take any action that it should reasonably believe would be opposed to the Corporation’s best interests or that would be unlawful.
III.15. Actions of the Board: The Board shall try to act by consensus. However, the vote of a majority of directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board unless the act of a greater number is required by law or the Bylaws. A director who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of establishing a quorum and determining the decision of the Board.
III.16. Voting and Proxies: Directors shall be present in person to vote, provided that with reasonable notice to the Board Chairperson, a director may attend any meeting and vote by electronic means in which all persons participating in the meeting can hear or communicate with each other simultaneously. Proxy voting shall not be allowed.
III.17. Electronic Voting between Meetings. If Board action is needed on an item between Board meetings, the Chairperson may ask Directors to vote by telephone, fax, or e-mail, copying all other Directors. If a majority of the Directors vote for the item, it is approved, just as if it had been approved in a meeting.
III.18. Compensation: No director shall receive compensation as the result of his or her service on the Board or on any committee of the Board. A Director can provide services as a paid contractor to the Corporation, but that Director cannot vote on issues related to compensation of paid contractors. Nothing contained in this section shall prohibit any director from receiving reimbursement for actual expenses incurred on behalf of the Corporation, provided that the expense was authorized by the Board.
III.19. Policies and Procedures: The Board shall have the authority to adopt such policies and procedures as the Board may from time to time determine, or as the activities of the Corporation may require.
ARTICLE IV
Officers, Agents, and Employees
IV.01. Officers: The officers of the Corporation shall be a Chairperson, one or more Vice Chairpersons, Secretary, and Treasurer. The Board may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. Any two or more offices may be held by the same person, except the offices of chairperson and secretary.
IV.02. Election and Term of Office: The officers of the Corporation shall be elected for a term of one (1) year, by the members of the Board of Directors at the annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as possible. Officers may be reelected to additional terms, but no officer shall serve more than three consecutive terms in the same office. Exception to the three consecutive term rule may be made under special circumstances, for a maximum of one (1) additional year, and only with a unanimous vote of the Board of Directors. Each officer shall hold office until a successor is duly selected and qualified. New offices may be created and filled at any regular or special meeting of the Board of Directors.
IV.03. Appointive Officers, Agents, and Employees: The Chairperson may from time to time appoint such other officers, agents and employees as it deems necessary, who shall have powers and duties as set forth in these Bylaws, or as determined from time to time by the Board.
IV.04. Removal: Any officer elected or appointed by the Board may be removed by the Board at any time by an affirmative vote of a majority of the Board when in the judgment of the Board such removal shall be deemed in the best interest of the Corporation.
IV.05. Vacancies: If any office becomes vacant for any reason, the vacancy shall be filled, for the unexpired term of office, by an affirmative vote of a majority of the number of directors in office.
IV.06. Chairperson: The Chairperson shall have general supervision of the affairs of the Corporation; shall preside at all meetings of the Board; shall have general authority to execute bonds, deeds and contracts in the name of the Corporation; shall sign all official documents on behalf of the Corporation; shall appoint all Committee Chairpersons unless otherwise designated by these Bylaws; shall appoint such other officers and agents as are necessary for the operation of the Corporation; and in general, shall exercise all powers usually pertaining to the president or chairperson of a Corporation. The Chairperson shall see that all orders and resolutions of the board are enacted. All powers and duties of the Chairperson shall be subject to the provisions of the Articles of Incorporation and these Bylaws and to review and confirmation by the Board in such a manner as is from time to time determined by the Board.
IV.07. Vice Chairperson: The Vice-Chairperson (or in the event there is more than one Vice-Chairperson, the Vice Chairpersons in order of their election) shall, in the absence of the Chairperson, perform the duties of the Chairperson of the Board. When a Vice Chairperson acts in the place of the Chairperson, the Vice Chairperson shall have all the powers of and be subject to all the restrictions upon the Chairperson. The Vice Chairperson(s) shall perform other duties as assigned by the Chairperson or the Board.
IV.08. Treasurer: The treasurer shall:
(a) Have charge and custody of and be responsible for all funds and securities of the Corporation.
(b) Receive and give receipts for monies due and payable or any assets, including donations, to the Corporation.
(c) Deposit all monies in the name of the Corporation in banks, trust companies, or other depositories as provided in the Bylaws or as directed by the Board of Directors or chairperson.
(d) Write checks and disburse funds to discharge obligations of the Corporation. Funds may not be drawn from the Corporation or its accounts for amounts greater than $500 without the authorization of the Board.
(e) Maintain or oversee the maintenance of the financial books and records of the Corporation.
(f) Prepare or oversee the preparation of financial reports at least annually.
(g) Submit or oversee submission of annual reports to the IRS.
(h) Submit or oversee submission of IRS reports for contract labor and produce or oversee production of 1099s for contract laborers.
(i) Send standard letter acknowledging donations.
(j) If required by the Board of Directors, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Board of Directors.
(k) Perform other duties as assigned by the chairperson or by the Board of Directors.
(l) Perform all duties incidental to the office of treasurer.
IV.9. Secretary: The Secretary shall:
(a) Give all notices as provided in the Bylaws or as required by law.
(b) Take minutes of the meetings of the members and of the Board of Directors and keep the minutes as part of the corporate records.
(c) Ensure that minutes of the previous meeting(s) and all related documents are sent to directors at least seven (7) days prior to the next meeting.
(d) Maintain custody of the corporate records and of the seal of the Corporation.
(e) Keep a register of the mailing address of each member, director, officer, and employee of the Corporation.
f) Perform duties as assigned by the chairperson or by the Board of Directors.
g) Perform all duties incidental to the office of secretary.
ARTICLE V
Committees
V.01. Executive Committee: There shall exist an Executive Committee consisting of the Chairperson, Vice-Chairperson(s), Secretary, and Treasurer. The Executive Committee shall have the authority to act on behalf of the Corporation in the intervals between Board meetings, and shall have such other powers and duties as may from time to time be determined by the Board. The Executive Committee shall conduct an annual skills and needs assessment of the Board and shall be responsible for identifying, screening and recommending qualified potential Board members. The Executive Committee shall keep accurate records of its proceedings, and report all actions to all directors on the Board. All actions of the Executive Committee shall be subject to review and confirmation by the Board in such a manner as is determined from time to time by the Board.
V.02. Other Committees: Other committees, not having and exercising the authority of the Board of Directors in the management of the Corporation, may be appointed in such manner as may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present.
V.03. Term of Office: Each committee member shall continue to serve on the committee until the committee is terminated or until the member ceases to qualify, resigns, or is removed as a member. A vacancy on a committee may be filled by appointment made in the same manner as an original appointment.
V.04. Chair and Vice Chair: One member of each committee shall be designated as the chair of the committee by the chairperson of the Corporation.
V.05. Quorum: A majority of the number of members of a committee shall constitute a quorum for the transaction of business at any meeting of the committee.
ARTICLE VI
Transactions of the Corporation
VI.01. Contracts: The Board may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.
VI.02. Disbursements: All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, 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. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer. The Board also may establish a "petty cash" fund, and create rules governing the use of this fund for incidental expenses and disbursements.
VI.03. Gifts: The Board may accept on behalf of the Corporation any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Corporation. The Board may make gifts and give charitable contributions that are not prohibited by the Bylaws, the Articles of Incorporation, state law, or any requirements for maintaining the Corporation’s federal and state tax status.
ARTICLE VII
Budget, Books and Records
VII.01. Budget: The Board shall adopt a budget for each fiscal year that shall estimate the revenues and expenses of the Corporation.
VII.02. Books and Records: 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 having any of the authority of the Board of Directors. All books and records of the Corporation may be inspected by any officer or director or agent or attorney for any proper purpose at any reasonable time.
VII.03. Fiscal Year: The fiscal year of the Corporation shall begin on the first day of January and end on the last day in December each year.
ARTICLE VIII
Indemnification
VIII.01. Indemnification: The Corporation shall indemnify an officer or director of the Corporation against reasonable expenses incurred by the director in connection with any proceeding in which the director is named as a defendant or respondent because he or she is, or was, a director of the Corporation, subject to the limitations in the Articles of Incorporation and these Bylaws.
VIII.02. Conditions: The Corporation shall have no obligation to indemnify an officer or director if the director is found liable for:
a) A breach of the director's duty of loyalty to the Corporation;
b) An act or omission not in good faith that constitutes a breach of duty of the director to the Corporation;
c) An act or omission that involves intentional misconduct or an intentional violation of the law;
d) A transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office; or,
e) An act or omission for which the liability of a director is expressly provided for by an applicable statute.
VIII.03. Limits: The Board may adopt, and from time to time amend, reasonable limits on the expenses of any officer or director for whom indemnification is provided.
ARTICLE IX
Notices
IX.01. Notice by Mail or E-mail: Any notice required or permitted by the Bylaws to be given to a director, officer, member, committee member, or agent of the Corporation may be given by mail, e-mail or facsimile.
IX.02. Signed Waiver of Notice: Whenever any notice is required to be given under the provisions of the Act or under the provisions of the Articles of Incorporation or the Bylaws, a waiver in writing signed by a person entitled to receive a notice shall be deemed equivalent to the giving of the notice. A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived.
ARTICLE X
Dissolution
X.01. Dissolution: The Corporation may be dissolved by resolution approved by a majority of the directors in office, even though less than a quorum, or a sole remaining director. After providing for the payment of all debts, the satisfaction of all liabilities, and the expenses of dissolving the Corporation, any assets remaining upon dissolution of the Corporation shall be disposed of by the remaining directors in accordance with the provisions of the Articles of Incorporation and applicable law.
X.02. No Benefits: No part of the cash or assets of the Corporation shall inure to the benefit of any current or former director, officer or member, or employee.
ARTICLE XI
Miscellaneous Provisions
XI.01. Amendment to Bylaws and Articles of Incorporation: The Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by the Board by an affirmative vote of a majority of the number of directors in office. The notice of any meeting at which the Bylaws are altered, amended, or repealed, or at which new Bylaws are adopted, shall include the text of the proposed Bylaw provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed. Alternatively, the notice may include a fair summary of those provisions.
XI.02. Effective Date: All amendments to these Bylaws shall go into force and effect upon the date of approval, unless a later effective date is specified in the amendment.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of Keep Utopia Beautiful and that the foregoing Bylaws constitute the Bylaws of Keep Utopia Beautiful. These Bylaws were modified and the changes adopted at a meeting of the Board held on January 13, 2016.
SIGNED /s/ Peggy Duval Date: 2/10/2016
These Bylaws (referred to as the "Bylaws") govern the affairs of Keep Utopia Beautiful, a nonprofit Corporation (referred to as the "Corporation") organized under the Texas Non-Profit Corporation Act (referred to as the "Act").
ARTICLE I
Name, Mission, and Offices
I.01. Name: The name of the Corporation shall be Keep Utopia Beautiful, Inc.
I.02. Mission/Purpose: Keep Utopia Beautiful is a nonprofit organization whose mission is:
“To be nurturing stewards of our canyonlands”. KUB’s vision is: “To be a catalyst for reducing the human footprint on our natural world.”
1.03. Office: The Corporation shall maintain a registered office, and may have other offices at such places as the Board of Directors may from time-to-time determine, or as the activities of the Corporation may require.
ARTICLE II
Members
II.01. Authority for Members: The Board of Directors may establish, and from time to time amend, such classes or categories of members as it deems appropriate.
II.02. Benefits, Dues and Policies: The Board may establish, and from time to time amend, membership qualifications, benefits, dues, and policies for each class or category of members established by these Bylaws or by the Board.
II.03. Admission of Members and Renewal of Membership: Persons may be admitted to membership in the Corporation by the Board of Directors. The Board of Directors may adopt and amend application procedures and qualifications for membership in the Corporation.
ARTICLE III
Board of Directors
III.01. General Powers: The activities, property, monies, and affairs of the Corporation shall be managed by the Board of Directors (hereinafter Board) which may exercise all such powers of the Corporation as are permitted by statute, the Articles of Incorporation, and these Bylaws.
III.02. Number: The number of directors shall be up to 11 (eleven), which number may be increased or decreased from time to time by amendment of these Bylaws, provided that the number of directors shall not at any time be less than three (3), and that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director.
III.03. Qualification: Board Members shall be representatives of, and residents of or land owners in, the community which Keep Utopia Beautiful serves. The Board may establish additional qualifications for directors from time to time.
III.04. Term of Office: The term of office for directors shall be three (3) years. Directors may be reappointed or reelected to successive terms. Directors shall serve until the expiration of their term, resignation, death, disqualification, or removal from office as provided in these Bylaws. The terms of office shall be staggered so that no more than one-third of the directors stand for election each year.
III.05. Filling of Vacancies: Any vacancy on the Board, or a vacancy created as the result of an increase in the number of directors, shall be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum, at any regular or special meeting of the Board, provided that the notice of the meeting shall state that the filling of vacancies is to be considered. Any director elected to fill a vacancy shall hold office until the end of the term of the vacancy to which he or she was elected. Vacancies created by an increase in the number of directors shall have terms established by the Chairperson so as to meet the requirements for rotation as provided in Section 04 above.
III.06. Resignation: Any officer or director may resign at any time by sending written notice to the Chairperson of the Board. The resignation shall take effect at the time specified, but in no case before such notice has been received.
III.07. Removal: Any director may be removed at any regular or special meeting of the Board by an affirmative vote of a majority of the number of directors in office, provided that the notice of the meeting shall state that removal of directors is to be considered.
III.08. Annual Board Meeting: There shall be an annual meeting of the Board of Directors in January, at which the Board shall elect officers, and may transact any and all business that may come before the Board, subject to all provisions for notice, or waiver of notice, as provided in these Bylaws.
III.09. Regular Meetings: The Board may provide for regular meetings by resolution stating the time and place of such meetings. No notice of regular meetings of the Board is required other than a resolution of the Board of Directors communicated to all directors, stating the time and place of the meetings.
III.10. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the chairperson or any three directors. The person or persons calling a special meeting shall notify the secretary of the information required to be included in the notice of the meeting. The secretary shall give notice to the directors as required in the Bylaws.
III.11. Notice: Written or printed notice of any special meeting of the Board shall be delivered to each director not less than two (2) days before the date of the meeting. The notice for a special meeting shall state the place, day, and time of the meeting, and the purpose or purposes for which the meeting is called.
III.12. Waiver of Notice: Unless otherwise required by law or these Bylaws, in case of an emergency declared by the Board Chairperson, the two day notice for any special meeting may be waived.
III.13. Quorum: A majority of the number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If enough directors leave the meeting early so that less than a quorum remain, the remaining directors may continue to discuss business but no actions may be approved.
III.14. Duties of Directors: Directors shall exercise ordinary business judgment in managing the affairs of the Corporation. In the discharge of any duty imposed or power conferred on directors, directors shall act in good faith and take actions they reasonably believe to be in the best interests of the Corporation. In all other instances, the Board shall not take any action that it should reasonably believe would be opposed to the Corporation’s best interests or that would be unlawful.
III.15. Actions of the Board: The Board shall try to act by consensus. However, the vote of a majority of directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board unless the act of a greater number is required by law or the Bylaws. A director who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of establishing a quorum and determining the decision of the Board.
III.16. Voting and Proxies: Directors shall be present in person to vote, provided that with reasonable notice to the Board Chairperson, a director may attend any meeting and vote by electronic means in which all persons participating in the meeting can hear or communicate with each other simultaneously. Proxy voting shall not be allowed.
III.17. Electronic Voting between Meetings. If Board action is needed on an item between Board meetings, the Chairperson may ask Directors to vote by telephone, fax, or e-mail, copying all other Directors. If a majority of the Directors vote for the item, it is approved, just as if it had been approved in a meeting.
III.18. Compensation: No director shall receive compensation as the result of his or her service on the Board or on any committee of the Board. A Director can provide services as a paid contractor to the Corporation, but that Director cannot vote on issues related to compensation of paid contractors. Nothing contained in this section shall prohibit any director from receiving reimbursement for actual expenses incurred on behalf of the Corporation, provided that the expense was authorized by the Board.
III.19. Policies and Procedures: The Board shall have the authority to adopt such policies and procedures as the Board may from time to time determine, or as the activities of the Corporation may require.
ARTICLE IV
Officers, Agents, and Employees
IV.01. Officers: The officers of the Corporation shall be a Chairperson, one or more Vice Chairpersons, Secretary, and Treasurer. The Board may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. Any two or more offices may be held by the same person, except the offices of chairperson and secretary.
IV.02. Election and Term of Office: The officers of the Corporation shall be elected for a term of one (1) year, by the members of the Board of Directors at the annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as possible. Officers may be reelected to additional terms, but no officer shall serve more than three consecutive terms in the same office. Exception to the three consecutive term rule may be made under special circumstances, for a maximum of one (1) additional year, and only with a unanimous vote of the Board of Directors. Each officer shall hold office until a successor is duly selected and qualified. New offices may be created and filled at any regular or special meeting of the Board of Directors.
IV.03. Appointive Officers, Agents, and Employees: The Chairperson may from time to time appoint such other officers, agents and employees as it deems necessary, who shall have powers and duties as set forth in these Bylaws, or as determined from time to time by the Board.
IV.04. Removal: Any officer elected or appointed by the Board may be removed by the Board at any time by an affirmative vote of a majority of the Board when in the judgment of the Board such removal shall be deemed in the best interest of the Corporation.
IV.05. Vacancies: If any office becomes vacant for any reason, the vacancy shall be filled, for the unexpired term of office, by an affirmative vote of a majority of the number of directors in office.
IV.06. Chairperson: The Chairperson shall have general supervision of the affairs of the Corporation; shall preside at all meetings of the Board; shall have general authority to execute bonds, deeds and contracts in the name of the Corporation; shall sign all official documents on behalf of the Corporation; shall appoint all Committee Chairpersons unless otherwise designated by these Bylaws; shall appoint such other officers and agents as are necessary for the operation of the Corporation; and in general, shall exercise all powers usually pertaining to the president or chairperson of a Corporation. The Chairperson shall see that all orders and resolutions of the board are enacted. All powers and duties of the Chairperson shall be subject to the provisions of the Articles of Incorporation and these Bylaws and to review and confirmation by the Board in such a manner as is from time to time determined by the Board.
IV.07. Vice Chairperson: The Vice-Chairperson (or in the event there is more than one Vice-Chairperson, the Vice Chairpersons in order of their election) shall, in the absence of the Chairperson, perform the duties of the Chairperson of the Board. When a Vice Chairperson acts in the place of the Chairperson, the Vice Chairperson shall have all the powers of and be subject to all the restrictions upon the Chairperson. The Vice Chairperson(s) shall perform other duties as assigned by the Chairperson or the Board.
IV.08. Treasurer: The treasurer shall:
(a) Have charge and custody of and be responsible for all funds and securities of the Corporation.
(b) Receive and give receipts for monies due and payable or any assets, including donations, to the Corporation.
(c) Deposit all monies in the name of the Corporation in banks, trust companies, or other depositories as provided in the Bylaws or as directed by the Board of Directors or chairperson.
(d) Write checks and disburse funds to discharge obligations of the Corporation. Funds may not be drawn from the Corporation or its accounts for amounts greater than $500 without the authorization of the Board.
(e) Maintain or oversee the maintenance of the financial books and records of the Corporation.
(f) Prepare or oversee the preparation of financial reports at least annually.
(g) Submit or oversee submission of annual reports to the IRS.
(h) Submit or oversee submission of IRS reports for contract labor and produce or oversee production of 1099s for contract laborers.
(i) Send standard letter acknowledging donations.
(j) If required by the Board of Directors, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Board of Directors.
(k) Perform other duties as assigned by the chairperson or by the Board of Directors.
(l) Perform all duties incidental to the office of treasurer.
IV.9. Secretary: The Secretary shall:
(a) Give all notices as provided in the Bylaws or as required by law.
(b) Take minutes of the meetings of the members and of the Board of Directors and keep the minutes as part of the corporate records.
(c) Ensure that minutes of the previous meeting(s) and all related documents are sent to directors at least seven (7) days prior to the next meeting.
(d) Maintain custody of the corporate records and of the seal of the Corporation.
(e) Keep a register of the mailing address of each member, director, officer, and employee of the Corporation.
f) Perform duties as assigned by the chairperson or by the Board of Directors.
g) Perform all duties incidental to the office of secretary.
ARTICLE V
Committees
V.01. Executive Committee: There shall exist an Executive Committee consisting of the Chairperson, Vice-Chairperson(s), Secretary, and Treasurer. The Executive Committee shall have the authority to act on behalf of the Corporation in the intervals between Board meetings, and shall have such other powers and duties as may from time to time be determined by the Board. The Executive Committee shall conduct an annual skills and needs assessment of the Board and shall be responsible for identifying, screening and recommending qualified potential Board members. The Executive Committee shall keep accurate records of its proceedings, and report all actions to all directors on the Board. All actions of the Executive Committee shall be subject to review and confirmation by the Board in such a manner as is determined from time to time by the Board.
V.02. Other Committees: Other committees, not having and exercising the authority of the Board of Directors in the management of the Corporation, may be appointed in such manner as may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present.
V.03. Term of Office: Each committee member shall continue to serve on the committee until the committee is terminated or until the member ceases to qualify, resigns, or is removed as a member. A vacancy on a committee may be filled by appointment made in the same manner as an original appointment.
V.04. Chair and Vice Chair: One member of each committee shall be designated as the chair of the committee by the chairperson of the Corporation.
V.05. Quorum: A majority of the number of members of a committee shall constitute a quorum for the transaction of business at any meeting of the committee.
ARTICLE VI
Transactions of the Corporation
VI.01. Contracts: The Board may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.
VI.02. Disbursements: All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, 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. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer. The Board also may establish a "petty cash" fund, and create rules governing the use of this fund for incidental expenses and disbursements.
VI.03. Gifts: The Board may accept on behalf of the Corporation any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Corporation. The Board may make gifts and give charitable contributions that are not prohibited by the Bylaws, the Articles of Incorporation, state law, or any requirements for maintaining the Corporation’s federal and state tax status.
ARTICLE VII
Budget, Books and Records
VII.01. Budget: The Board shall adopt a budget for each fiscal year that shall estimate the revenues and expenses of the Corporation.
VII.02. Books and Records: 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 having any of the authority of the Board of Directors. All books and records of the Corporation may be inspected by any officer or director or agent or attorney for any proper purpose at any reasonable time.
VII.03. Fiscal Year: The fiscal year of the Corporation shall begin on the first day of January and end on the last day in December each year.
ARTICLE VIII
Indemnification
VIII.01. Indemnification: The Corporation shall indemnify an officer or director of the Corporation against reasonable expenses incurred by the director in connection with any proceeding in which the director is named as a defendant or respondent because he or she is, or was, a director of the Corporation, subject to the limitations in the Articles of Incorporation and these Bylaws.
VIII.02. Conditions: The Corporation shall have no obligation to indemnify an officer or director if the director is found liable for:
a) A breach of the director's duty of loyalty to the Corporation;
b) An act or omission not in good faith that constitutes a breach of duty of the director to the Corporation;
c) An act or omission that involves intentional misconduct or an intentional violation of the law;
d) A transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office; or,
e) An act or omission for which the liability of a director is expressly provided for by an applicable statute.
VIII.03. Limits: The Board may adopt, and from time to time amend, reasonable limits on the expenses of any officer or director for whom indemnification is provided.
ARTICLE IX
Notices
IX.01. Notice by Mail or E-mail: Any notice required or permitted by the Bylaws to be given to a director, officer, member, committee member, or agent of the Corporation may be given by mail, e-mail or facsimile.
IX.02. Signed Waiver of Notice: Whenever any notice is required to be given under the provisions of the Act or under the provisions of the Articles of Incorporation or the Bylaws, a waiver in writing signed by a person entitled to receive a notice shall be deemed equivalent to the giving of the notice. A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived.
ARTICLE X
Dissolution
X.01. Dissolution: The Corporation may be dissolved by resolution approved by a majority of the directors in office, even though less than a quorum, or a sole remaining director. After providing for the payment of all debts, the satisfaction of all liabilities, and the expenses of dissolving the Corporation, any assets remaining upon dissolution of the Corporation shall be disposed of by the remaining directors in accordance with the provisions of the Articles of Incorporation and applicable law.
X.02. No Benefits: No part of the cash or assets of the Corporation shall inure to the benefit of any current or former director, officer or member, or employee.
ARTICLE XI
Miscellaneous Provisions
XI.01. Amendment to Bylaws and Articles of Incorporation: The Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by the Board by an affirmative vote of a majority of the number of directors in office. The notice of any meeting at which the Bylaws are altered, amended, or repealed, or at which new Bylaws are adopted, shall include the text of the proposed Bylaw provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed. Alternatively, the notice may include a fair summary of those provisions.
XI.02. Effective Date: All amendments to these Bylaws shall go into force and effect upon the date of approval, unless a later effective date is specified in the amendment.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of Keep Utopia Beautiful and that the foregoing Bylaws constitute the Bylaws of Keep Utopia Beautiful. These Bylaws were modified and the changes adopted at a meeting of the Board held on January 13, 2016.
SIGNED /s/ Peggy Duval Date: 2/10/2016