Amended Bylaws (adopted 06/09/2009)

AMENDED BYLAWS OF THE
FEDERAL HEIGHTS NEIGHBORHOOD ASSOCIATION, INC.

ARTICLE I
MEMBERSHIP

A. The Members of this Association shall be real property owners within the neighborhood shown on the plat map attached to the Articles of Incorporation as Exhibit “A.” Participation in the Association is voluntary. Property owners who live within the boundaries of the Association only become members of the Association if they act affirmatively to join the Association. To act affirmatively to join the Association, property owners must contact an Officer by email or by postal service and request to become a member, or send an email to fedheights@yahoo.com stating their desire to become a member of the Association. The membership list and its contents shall remain confidential and for the use of Association business and is not to be given or sold to any outside party or entity. Only Voting Members of the Association (and one guest of each Voting Member, as long as space allows) may attend Association meetings. Members may voluntarily withdraw from the Association, or may be involuntarily expelled by a Majority Vote of the Entire Membership at a regular or properly called meeting. All obligations of the withdrawn Member, whether financial or pertaining to the turning over of Association records, or any other Association related business, shall continue in effect.


B. Each lot of real property with an assigned street address within the boundaries of the Association shall have one Voting Member, as identified to the Secretary of the Association by the owner of that property, and as noted in the records of the Association. A Voting Member for a street address may be replaced by another person who resides at that same address by written notice to the Association by the registered Voting Member, who shall provide the Association with contact information including: the name of the new Voting Member, their street address, email address and/or telephone number. The Association shall never record any document or instrument against any real property located within the boundaries of the Association. No provision of these Bylaws shall be construed to run with the land of any lot within the boundaries of the Association. If the lot is owned by a Trust, then the Voting Member for that lot shall be a Trustee of that Trust. If the lot is owned by a business entity, then the Voting Member shall be an officer of the business entity (such as the President, member of the Board of Directors, a Managing Member or Managing Partner). A Voting Member shall be entitled to issue a voting proxy in the manner and form designated by the Association, which proxy shall entitle the duly authorized holder to vote (see below, Article IV, Section C).

C. Recommended donations are fifteen dollars ($15.00) per Voting Member, paid biannually to the Treasurer of the Association on April 1st and October 1st.

D. A lot and its Voting Member may voluntarily withdraw from the Association at any time.

ARTICLE II
OFFICERS

At the Annual Meeting in April 2010 the Voting Members of the Association shall nominate and elect Officers who shall serve for a term of one year. The term of office for Officers shall begin at the close of the Annual Meeting. Only Voting Members shall serve as Officers. The Officers of the Association shall be:
Chair/President,
Vice Chair/Vice President,
Secretary,
Treasurer and a
Public Affairs Officer.

A. The CHAIR/PRESIDENT shall be the principal executive officer of the Association and shall preside over all meetings, shall act as an ambassador for the Association, shall represent the Association on public occasions, and shall have the power to make such committee appointments from the membership as may be deemed advisable for the effective conduct of the work of the Association.

B. The VICE CHAIR/VICE PRESIDENT shall assist the President as the President requests, and
represent the Association on appropriate occasions. The Vice-President shall also, in the
absence or disability of the President, perform the duties and exercise the powers of the
President of the Association.

C. The TREASURER shall collect, safeguard, disburse and make periodic reports of all funds collected in the name of the Association. Financial records and books of the Association shall be open to inspection by Members of the Association.

D. The SECRETARY shall keep a permanent record of all formal meetings and all legal documents and legal transactions of the association. The Secretary shall transcribe the minutes of each meeting and shall maintain a file copy of the same. The Secretary shall be responsible for maintaining the membership records of the Association, and providing notice of meetings.

E. The PUBLIC AFFAIRS OFFICER as directed by the President, may act as a liaison between the Association, the members at large, local government, the University of Utah, and other associations. The Public Affairs Officer may work with the Secretary to distribute notices of Association meetings, and will oversee the publishing of a newsletter. The Public Affairs Officer shall be responsible for maintaining the Association’s email account.

F. The duties of Officers of the Association shall not be limited as enumerated above.

ARTICLE III
COMMITTEES

A. The President shall have the power to appoint committees as necessary to implement the purposes of these Bylaws.

B. The President shall be an ex-officio member of all committees.

ARTICLE IV
MEETINGS

A. An Annual Meeting shall be held on the second Wednesday of April at a time and place designated by the President.

B. Not less than one-fourth of a Majority of the Entire Membership shall have the privilege of petitioning a special meeting at any time.

C. A one fourth (1/4) Majority of the Entire Membership shall constitute a quorum.

D. Members may be represented by proxy to vote on any question or issue that has been published by the Association at least fourteen (14) calendar days in advance. Only Voting Members may act as proxies. A Voting Member who wishes to grant the right to vote as proxy to another Voting Member shall contact an Officer of the Association to identify the proxy Voting Member, or shall identify the proxy Voting Member by contacting the Association’s email and registering and identifying the proxy Voting Member there. Any Member who has not assigned or identified a proxy to vote in his place, by default that Member’s proxy will be granted to the President of the Association.


E. At least a fourteen (14) calendar days notice shall be provided in advance of any Association meeting. Every effort will be made to notify all interested parties and members of the Association of upcoming meetings either by mail, email, or hand delivery.

F. Meetings shall be open to Voting Members, and each Voting Member may bring with him/her one guest, as long as seating space is available.


ARTICLE V
NOMINATION, ELECTIONS, AND INSTALLATION OF OFFICERS

A. Voting in of Officers shall commence at the Annual Meeting in April of 2010. Nominations of the President, Vice President, Secretary, Treasurer and Public Affairs Officer of the Association shall be made to the Secretary fourteen (14) days in advance of the Annual Meeting. Only Voting Members shall serve as Officers of the Association.

B. Election of the Officers shall be made by a Majority Vote at the Annual Meeting.

C. Upon installation of Officers, whose terms begin at the close of the Annual Meeting, all documents, records, and any materials pertaining to the duties of the office as designated in the Bylaws which are in the possession of the outgoing Officers shall be submitted to the newly elected counterpart immediately after the election.

D. Terms of office for the Officers of the Association shall be for one year. Any Officer shall be removed from office by a 2/3 Majority Vote of the Entire Membership at a special meeting that has been requested at least fourteen (14) calendar days in advance. Notice of all Association meetings shall be effective by either U.S. Mail, email, or by hand delivery to the street address on record with the Association. Upon the death, removal, resignation, or incapacity of an Officer, a Majority Vote of the remaining Officers of the Association shall elect a successor.


ARTICLE VI
FISCAL RESPONSIBILITY

A. Expenditure of funds of the Association may not be made without the signatures of at the President and the Treasurer. In the unavailability of the President, then by Vice President. In the unavailability of the Treasurer, then by the Secretary.

B. Financial records and funds of the association shall be audited once a year by a committee of at least two (2) Voting Members appointed by the President prior to a new Treasurer's taking office.

ARTICLE VII
AMENDMENT OF BYLAWS

A. A two-thirds (2/3) Majority Vote of the Entire Membership of the Association is required to make amendments to these bylaws. Proposed amendments may be made either by a resolution adopted by a Majority Vote of the Officers of the Association, or by a petition signed by at least one-fourth of the Majority of the Entire membership of the Association.

B. Proposed amendments shall be posted on the Association website, and every effort will be made to provide notice shall be sent to all members at least fourteen (14) calendar days in advance of the meeting where action is to be taken.

ARTICLE VIII
DUTIES AND POWERS

The duties and powers of the Association are those set forth in the Articles and Bylaws, together with its general and implied powers of a nonprofit corporation, generally to do any and all things that a corporation organized under the laws of the State of Utah may lawfully do which are necessary or proper to ensure the peace, health, comfort, safety, and general welfare of the Voting Members, subject only to the limitations upon the exercise of such powers as are expressly set forth in the Articles, and Bylaws.

ARTICLE IX
GENERAL

A. The rules in the current edition of Robert’s Rules of Order, to the extent that they do not conflict with these Bylaws, shall govern the Association, and all subcommittees in all cases to which they apply and do not conflict with the specific provisions of these Bylaws or any special rules that the association may adopt.

B. If any part of these Bylaws or the application thereof is hereafter held invalid or unenforceable, the remainder shall not be affected thereby, and only the affected portions are declared eliminated.

C. No Officer, representative, spokesperson or Members shall have any individual liability for the Association’s acts.


ADOPTED: _____, 2009


__________________________________
Chair/President


ATTEST:



___________________________________
Secretary