Thursday, May 28, 2009

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 All obligations of the withdrawn Member, whether financial or pertaining to the turning over of Association records, or any other Association related business, shall continue in effect.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

Second Amended Articles of Incorporation (adopted 06/06/2009)

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.

Thursday, May 21, 2009

Expansion Meeting June 4

PROPOSED EXPANSION OF FHNA BOUNDARY

In accordance with Article VII B. of the Bylaws of the FHNA, a meeting will take place on Thursday, June 4, 2009, at 7:00 PM at the home of Beverly Nelson located at 26 South Wolcott Street where members of the FHNA will vote on a Motion to expand the boundary of the Federal Heights Neighborhood Association to include all of Federal Heights and to simplify and amend the Bylaws of the Association. Article VII of the Bylaws calls for a 2/3 majority vote of the membership to pass the Motion to expand. If you are unable to attend this meeting, please find another FHNA member to act in your place as your proxy. For detailed information about these proposals please visit the FHNA blog at http://fedheights.blogspot.com/.