SECOND AMENDED ARTICLES OF INCORPORATION OF FEDERAL HEIGHTS NEIGHBORHOOD ASSOCIATION, INC.
A Utah Non-Profit Corporation
The undersigned person, acting as Chairman of the Board of Trustees, President, and sole Voting Member of a corporation under the laws of the State of Utah, and pursuant to Utah Code Ann. §§ 57-8a-101 et seq, and 16-6a-1005, adopts the following Amended Articles of Incorporation for such corporation, which amend and replace in their entirety the Articles of Incorporation filed on February 12, 2009 with the State of Utah, Division of Corporations and Commercial Code.
ARTICLE I
NAME
The name of the non-profit corporation is: Federal Heights Neighborhood Association, Inc.
ARTICLE II
SPECIFIC AND GENERAL PURPOSES
This association of Federal Heights residents is a community-based organization established to maintain and improve the quality of life in the neighborhood near the University of Utah. The Association is a non-profit corporation organized under Utah law and governed by Officers elected by the Association’s Voting Members as set forth in the Association’s Bylaws. The Association will provide an open process by which all Members of the Association may involve themselves. The Association is open to those who own property within the neighborhood and is representative of those citizens who choose to be involved.
Federal Heights is one of the oldest most distinguished areas in the Salt Lake valley. The area has a rich history in the early development of Utah and played an important role in the change from territorial to statehood government. The Association will actively work to improve governmental services, including sanitation, health, fire, police and utilities. It will maintain liaison and communications with governmental agencies and organizations who play an important role in providing municipal and other services to neighborhood residents. An important purpose of the Association will be to educate and inform the larger community of neighborhood issues. It is important to encourage good relationships among residents, community organizations and businesses in the neighborhood. Toward this end all Members within the Association will be encouraged to participate and express their interests and concerns. An important goal is to inform neighbors of issues and upcoming events important to the neighborhood. The Association will care for and seek the improvement of social, cultural, civic, charitable, educational and governmental interests in the neighborhood. An important responsibility of the Association will be to plan for the future. To accomplish this, the Association will work closely with residents, agencies and organizations, particularly Salt Lake City and the University of Utah, who will play an important role in the future growth of the neighborhood. Specific issues include but are not limited to 1) the University of Utah Master Plan and its effects upon the community 2) Greek/Neighbor relations 3) Zoning issues that effect our community, including the 2004 Infill Ordinance, the City wide Historic Preservation Plan, and any other issues that impact the quality of life for the Association members.
The Association is a non-profit corporation organized exclusively for non-profit purposes as outlined under section 501(a)(4) and/or section 528 of the Internal Revenue Code, or the corresponding section of any future federal tax code.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its Members (if any), Officers, or other private persons, except that the corporation 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 this Article. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(a) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Additionally, the corporation shall abide by the following federal tax requirements:
A. The corporation will distribute its income for each tax year at a time and in a manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code, or the corresponding section of any future federal tax code.
B. The corporation will not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
C. The corporation will not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
D. The corporation will not make any investments in a manner as to subject it to tax under section 4944 of the Internal Revenue Code, or the corresponding section of any future federal tax code.
E. The corporation will not make any taxable expenditures as defined in section 4945 of the Internal Revenue Code, or the corresponding section of any future federal tax code
ARTICLE III
DURATION
The corporation shall have perpetual duration.
ARTICLE IV
STOCK
The corporation shall not issue shares of stock.
ARTICLE V
MEMBERSHIP
The corporation shall have a membership of Voting Members that is distinct from its Officers. As described in the Bylaws, there shall be one Voting Member for each residential street address within the boundaries of the Association, described in the map attached as Exhibit “A”, attached hereto and incorporated by reference.
ARTICLE VI
PRINCIPAL OFFICE AND REGISTERED AGENT
The street address of the initial Principal Office and name and address of the Registered Agent of the corporation is: Eric P. Swenson, 1393 Butler Ave, Salt Lake City, Utah 84102.
ARTICLE VII
TRUSTEES
At the first Annual Meeting in April of 2010 the Board of Trustees will be dissolved and the powers of this corporation shall then be exercised, its property controlled, and its affairs conducted by Officers. The number of Officers of the corporation shall be five which shall include a president, a Vice President a Secretary, a Treasurer and a Public Affairs Officer. Until the first Annual Meeting in April of 2010, the current Board of Trustees shall act as officers for the duration of their term.
Until the Annual Meeting in April of 2010 any action required or permitted to be taken by the Board of Trustees under any provision of law may be taken without a meeting, if all the members of the Board of Trustees shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the board, and any such action by written consent shall have the same force and effect as if taken by unanimous vote of the Trustees. Any certificate or other document filed under any provision of law that relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Trustees without a meeting and that the articles of incorporation of this corporation authorize the Trustees to so act. Such a statement shall be prima facie evidence of such authority.
ARTICLE VIII
INCOPORATOR AND INTITAL SOLE TRUSTEE
The name and address of the Incorporator, and the initial sole Trustee is as follows:
Eric P. Swenson, 1393 Butler Ave, Salt Lake City, Utah 84102
ARTICLE IX
OFFICERS
Eric P. Swenson shall act as President until the first annual meeting, when all Officers shall then be appointed by the Board of Trustees. The Board of Trustees shall appoint the following Officers: a President, a Vice President, a Secretary, a Treasurer and a Public Affairs Officer.
ARTICLE X
MODIFICATION OF BYLAWS
Subject to the limitations contained in the Bylaws and any limitations set forth in the laws of the State of Utah (see Utah Code Ann. § 57-8a-104), the Bylaws of this corporation may be made, altered, rescinded, added to, or new bylaws may be adopted, by a Majority Vote of the Entire Membership, and by following the procedure set forth in the Bylaws.
ARTICLE XI
DEDICATION OF PROPERTY
The property of this corporation, if any, is irrevocably dedicated to the purposes described herein and no part of the net income or assets of this corporation shall ever inure to the benefit of any trustee or officer of this corporation, or to the benefit of any private individual.
ARTICLE XII
DISTRIBUTION ON DISSOLUTION
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(a) of the Internal Revenue Code, or the corresponding section of any future federal tax code, 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 shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XIII
AMENDMENT
Pursuant to Utah Code Ann. §§ 57-8a-104 and 16-6a-1005, amendments to these Articles of Incorporation may be proposed either by a resolution adopted by Majority Vote of the Officers of the Association or by a petition signed by at least one fourth of the Voting Members. Proposed amendments may be adopted by a Majority Vote of the Entire Membership
VERIFICATION
I, the undersigned, being the Chairman of the Board of Trustees and President, sign on behalf of the Association and its Voting Members who have voted in the affirmative to amend the Articles of Incorporation.
DATED ADOPTED:
_______________________________
Chairman/President
Exhibit "A" Map of proposed, expanded FHNA Boundaries, is posted separately.
Subscribe to:
Post Comments (Atom)
No comments:
Post a Comment