BYLAWS OF THE UTAH DANCE EDUCATION ORGANIZATION
Table of Contents
ARTICLE I Offices
Section 1.1 Business Offices
Section 1.2 Registered Office
ARTICLE II Members
Section 2.1 Classification, Qualification, Privileges and Election of Members
Section 2.2-2.9 * Further sections as defined by needs of organization
ARTICLE III Board of Directors
Section 3.1 General Powers
Section 3.2 Number, Election, Tenure and Qualifications
Section 3.3 Vacancies
Section 3.4 Regular Meetings
Section 3.5 Special Meetings
Section 3.6 Notice
Section 3.7 Quorum and Voting
Section 3.8 Manner of Acting
Section 3.9 Meetings by Telephone
Section 3.10 Action Without a Meeting
Section 3.11 Presumption of Assent
Section 3.12 Compensation
Section 3.13 Executive and Other Committees
ARTICLE IV Officers and Agents
Section 4.1 Number and Qualifications
Section 4.2 Election and Term of Office
Section 4.3 Removal
Section 4.4 Vacancies
Section 4.5 Authority and Duties of Officers
Section 4.6 Surety Bonds
ARTICLE V Indemnification
Section 5.1 Indemnification of Directors, Officers, Etc.
Section 5.2 Indemnification Against Liability to Corporation
Section 5.3 Indemnification to Criminal Actions
Section 5.4 Other Indemnification
Section 5.5 Period of Indemnification
Section 5.6 Insurance
Section 5.7 Right to Impose Conditions to Indemnification
Section 5.8 Limitation on Indemnification
ARTICLE VI Miscellaneous
Section 6.1 Account Books, Minutes, Etc.
Section 6.2 Fiscal Year
Section 6.3 Conveyances and Encumbrances
Section 6.4 Designated Contributions
Section 6.5 Conflicts of Interest
Section 6.6 Loans to Directors and Officers Prohibited
Section 6.7 References to Internal Revenue Code
Section 6.8 Amendments
Section 6.9 Severability
ARTICLE I
OFFICES
ARTICLE I
Section 1.1 Business Offices. The principal office of the organization shall be located in the city of Orem and the county of Utah. The organization may have such other locations as the leadership of the organization changes or as the affairs of the organization may require from time to time.
Section 1.2 Registered Office. If a registered office of the organization is required to be maintained in Utah, it may be, but need not be, the same as the principal office, if in Utah, and the address of the registered office may be changed from time to time by the board of directors.
ARTICLE II
MEMBERSHIP
Section 2.1 Classification, Qualification, Privileges and Election of Members. New members may join the UDEO at any time qualified only by desire and interest in promoting the mission and goals of UDEO.
Section 2.2 Dues. The board of directors may establish such membership initiation fees, periodic dues and other assessments and such rules and procedures for the manner and method of payment, the collection of delinquent dues and assessments and the proration or refund of dues and assessments in appropriate class as the board of directors shall deem necessary or appropriate. General membership shall be determined by the payment of annual dues.
Section 2.3 Suspension and Termination of Membership. Dues provide membership privileges for a 12 month period. A member who fails to pay any dues or other assessment within 30 days will be dropped from membership. Membership can be reinstated at any time upon payment of dues.
Section 2.4 Transfer of Membership. Membership in the corporation is not transferable. Members shall have no ownership rights or beneficial interests of any kind in the assets of the corporation.
Section 2.5 Annual Meeting of Members. An annual meeting of the members shall be held at the time and place, either within or outside Utah, as determined by the board of directors, for the transaction of such business as may come before the meeting. Failure to hold an annual meeting as required by these bylaws shall not work a forfeiture or dissolution of the corporation or invalidate any action taken by the board of directors or officers of the corporation.
Section 2.6 Special Meetings. Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or the board of directors, and shall be called by the president at the request of a majority of the board of directors.
Section 2.7 Place of Meeting. The board of directors may designate any place, either within or without the state of Utah as the meeting for any annual meeting or for any special meeting.
Section 2.8 Notice of Meeting. Except as otherwise prescribed by statute, written notice of each meeting of the members stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered (unless and emergency) not less than 7 nor more than 90 days before the date of the meeting, either personally, by publication in a newsletter or other printed material, or by postal service, electronic mail or fax, certified or registered mail, internet services and social media, by or at the direction of the president, or the secretary, or the other officer or person calling the meeting, to each member entitled to attend such meeting. If mailed, such notice shall be deemed delivered when deposited in the United States mail, addressed to each member at his address as it appears in the records of the corporation with postage thereon prepaid. Any member may waive notice of any meeting before, at, or after such meeting. The attendance in person of a member at a meeting shall constitute a waiver of notice of such a meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 2.9 Committees. The board of directors at any time and from time to time may establish one or more committees of members for any appropriate purposes and may dissolve any such committee by a majority vote. The chairperson of any such committee shall be appointed by a member of the president or executive committee or the committee may elect a chairperson who shall preside at all meetings of the committee and generally supervise the conduct of the committee's affairs.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 General Powers. The business and affairs of the UTAH DANCE EDUCATION ORGANIZATION shall be managed by its board of directors, except as otherwise provided in the Utah Nonprofit Corporation and Co-operative Association Act, the articles of incorporation or these bylaws.
Section 3.2 Number, Election, Tenure and Qualifications. The number of directors of the Corporation shall be fixed by the Board of Directors, but in no event shall be less than three and no more than 15. Any action of the board of directors to increase or decrease the number of directors, whether expressly by resolution or by implication through the election of additional directors, shall constitute an amendment of these bylaws affecting such increase or decrease. Directors shall be elected or reelected by the membership at each annual membership meeting or by mail or electronic ballot and each director shall hold office for the specified length of term until the next annual meeting. Board members may chair committees to effectively implement programs and duties.
Section 3.3 Vacancies. Any director may resign at any time by giving written notice to the Executive Board chair of the UTAH DANCE EDUCATION ORGANIZATION. Such resignation shall take effect at the time specified therein, and unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the board of directors may be filled by appointment of the president affirmed by a vote of the majority of the remaining directors though less than a quorum. A director appointed to fill a vacancy shall serve the un-expired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the full membership of the organization, and a director so chosen shall hold office until the next election of directors by the regularly established voting procedure.
Section 3.4 Regular Meetings and Attendance. A regular (at least quarterly) meeting of the board of directors shall be held without other notice than the bylaws following immediately after the annual meeting of members. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than such resolution.
Section 3.5 Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or a majority of the board of directors. The person or persons authorized to call special meetings of the board of directors will provide proper notice and may fix any place, date and time for holding any special meeting of the board.
Section 3.6 Notice. Notice of each meeting of the board of directors stating the place, day and hour of the meeting shall be given to each director at his/her business, home address, or email address at least 10 days prior thereto by mailing of written notice by first class, postal or electronic mail or fax, certified or registered mail, or at least 5 days prior thereto by personal delivery of written notice or by telephone notice or by email (and the method of notice need not be the same to each director). If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage thereon prepaid. If emailed, such notice shall be deemed to be given when the email is sent. Any director may waive notice of any meeting before, at or after such meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting unless otherwise required by statute.
Section 3.7 Quorum and Voting. A majority of the number of directors fixed by section 2 of this Article III shall constitute a quorum, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice than an announcement at the meeting, until a quorum shall be present. No director may vote or act by proxy at any meeting of directors. A director may vote by proxy through the corresponding board-elect member if approved by the Executive Board; no other proxy voting may take place.
Section 3.8 Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.
Section 3.9 Meetings by Telephone and Internet. Members of the board of directors or any other committee thereof may participate in a meeting of the board or committee by means of conference telephone, internet, and/or similar communications equipment. Such participation shall constitute presence in person at the meeting.
Section 3.10 Action Without a Meeting. Any significant action that may be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the directors or committee members.
Section 3.11 Presumption of Assent. A director of the UTAH DANCE EDUCATION ORGANIZATION who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent is entered in the minutes of the meeting, or unless he they file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 3.12 Compensation. Directors shall not receive compensation for their services as such, although the reasonable expenses of attendance at board meetings and events may be paid or reimbursed by the corporation, (determined by a vote of the directors). Directors shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the UTAH DANCE EDUCATION ORGANIZATION in any other capacity, provided that other members of the board are aware of the agreement between the board member or company of the board member and the UTAH DANCE EDUCATION ORGANIZATION. The board of directors may reasonably compensate individuals and/or entities for essential administrative work and executive tasks that extend beyond typical board of directors functions and/or require specialized skill sets.
Section 3.13 Executive and Other Committees. The executive committee shall be elected by a majority vote of the general membership of the UTAH DANCE EDUCATION ORGANIZATION and by majority vote of the board of directors. By one or more resolutions, the board of directors may designate from among its members, one or more other committees for any appropriate purposes and may dissolve any such committee by a majority vote. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Rules governing procedures for meetings of any committee of the organization shall be as established by the board of directors, or in the absence thereof, by the committee itself. The chairperson of any such committee shall be appointed by a member of the president or executive committee or the committee may elect a chairperson who shall preside at all meetings of the committee and generally supervise the conduct of the committee's affairs.
ARTICLE IV
OFFICERS AND AGENTS
Section 4.1 Number and Qualifications. The officers of the UTAH DANCE EDUCATION ORGANIZATION shall be a president, president elect, a secretary and a treasurer. The board of directors may also elect or appoint such other officers, assistant officers and agents, including an executive director, one or more vice-chairs, a controller, assistant secretaries and assistant treasurers, as it may consider necessary. One person may hold more than one office at a time, except that no person may simultaneously hold the offices of president and secretary and/or President and treasurer. Officers are on the board of directors of the corporation. All officers must be at least eighteen years old.
Section 4.2 Election and Term of Office. The elected officers of the UTAH DANCE EDUCATION ORGANIZATION shall be elected by the general membership of the organization at each regular annual meeting of the membership or by postal service, first class or certified mail, or electronic mail or fax. If the election of officers shall not be held at such meeting, such election shall be held as soon as convenient thereafter. President elect shall hold office for 1 year and past president shall hold office for 1 year. The term of president shall be for 2 years. Other officers shall hold office for 3 year terms, as specified. The length of office shall be limited to three years and each director may serve for two consecutive terms provided that he or she is re-elected to the office. The founding officers of the board of directors may have variable terms to facilitate continuity of the board of directors. Each officer shall hold office until his successor shall have been duly elected, or until his earlier death, resignation or removal.
Section 4.3 Removal. Any officer or agent may be removed by a majority vote of the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights.
Section 4.4 Vacancies. Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the corporation, by giving written notice to the chair or the board of directors. An officer's resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The board of directors may fill a vacancy in any office, however occurring, for the unexpired portion of the term.
Section 4.5 Authority and Duties of Officers. The officers of the corporation shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the president, the board of directors or these bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.
(a) President. The president shall, subject to the direction and supervision of the board of directors: (i) be the chief executive officer of the UTAH DANCE EDUCATION ORGANIZATION and have general and active control of its affairs and business and general supervision of its officers and members, agents and employees; (ii) preside at all meetings of the board of directors and members; (iii) see that all orders and resolutions of the board of directors are carried into effect; and (iv) perform all other duties incident to the office of president and as from time to time may be assigned to her/him by the board of directors. Apart from founding members Term is limited to two years.
(b) President Elect and Past President. The president and president elect shall assist the president and shall perform such duties as may be assigned to them by the president or by the board of directors. The president elect shall, at the request of the president, or in his/her absence or inability or refusal to act, perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the chair. Apart from founding members Term is limited to one year for each position.
(c) Secretary. The secretary shall: (i) keep the minutes of the proceedings of the board of directors and any committees of the board; (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 and of the seal of the corporation; and (iv) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the chair or by the board of directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary. Apart from founding members Term is limited to 3 years, with the possibility of serving up to two terms. The Executive Board may extend term limits under extenuating circumstances.
(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 Directors; (ii) receive and give receipts and acquittance for moneys paid on account of the corporation, and pay out of the funds on hand all bills, payrolls and other just debts of the UTAH DANCE EDUCATION ORGANIZATION 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 prepare and furnish to the chair and the board of directors statements of account showing the financial position of the UTAH DANCE EDUCATION ORGANIZATION 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 other such duties as from time to time may be assigned to him/her by the chair or the board of directors. Assistant treasurers, if any, shall have the same powers and duties, subject to supervision by the treasurer. Apart from founding membersTerm is limited to 3 years, with the possibility of serving up to two terms. The Executive Board may extend term limits under extenuating circumstances.
Section 4.6 Surety Bonds The board of directors may require any officer or agent of the corporation to execute to the corporation a bond in such sums and with such sureties as shall be satisfactory to the board, conditioned upon the faithful performance of his/her duties and for the restoration to the UTAH DANCE EDUCATION ORGANIZATION of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the UTAH DANCE EDUCATION ORGANIZATION.
ARTICLE V
INDEMNIFICATION
Section 5.1 Indemnification of Directors, Officers, etc. The corporation hereby declares that any person who serves at its request as a director, officer, employee, chairperson or member of any committee, or on behalf of the UTAH DANCE EDUCATION ORGANIZATION as a director, director or officer of another corporation, whether for profit or not for profit, shall be deemed the corporation's agent for the purposes of this Article and shall be indemnified by the UTAH DANCE EDUCATION ORGANIZATION against expenses (including attorney’s fees), judgments, fines, excise taxes, and amounts paid in settlement actually and reasonably incurred by such person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of such service, provided such person acted in good faith and in a manner she/he reasonably believed to be in the best interests of the UTAH DANCE EDUCATION ORGANIZATION and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Except as provided in Section 5.3, termination of any such action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contender or its equivalent, shall not of itself create either a presumption that such person did not act in good faith and in a manner which he reasonably believed to be in the best interests of the corporation or, with respect to any criminal action or proceeding, a presumption that such person had reasonable cause to believe that his conduct was unlawful.
Section 5.2 Indemnification Against Liability to the Corporation. No indemnification shall be made in respect of any claim, issue or matter as to which a person covered by Section 5.1 shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court shall deem proper.
Section 5.3 Indemnification in Criminal Actions. No indemnification shall be made in respect of any criminal action or proceeding as to which a person covered by Section 5.1 shall have been adjudged to be guilty unless and only to the extent that the court in which such action or proceeding was brought shall determine upon application, that despite the adjudication of guilt but in view of all the circumstances of the case, such person is entitled to indemnification for such expenses or fines which such court shall deem proper.
Section 5.4 Other Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any person may be entitled under the articles of incorporation, any agreement, any other provision of these bylaws, vote of the disinterested directors or otherwise, and any procedure provided for by any of the foregoing, both as to action in his official capacity and as to action in another capacity while holding such office.
Section 5.5 Period of Indemnification. Any indemnification pursuant to this Article shall (a) be applicable to acts or omissions which occurred prior to the adoption of this Article, and (b) continue as to any indemnified party who has ceased to be a director, officer, employee or agent of the corporation and shall inure to the benefit of the heirs and personal representatives of such indemnified party. The repeal or amendment of all or any portion of these bylaws which would have the effect of limiting, qualifying or restricting any of the powers or rights of indemnification provided or permitted in this Article shall not, solely by reason of such repeal or amendment, eliminate, restrict or otherwise affect the right or power of the corporation to indemnify any person or affect any right of indemnification of such person, with respect to any acts or omissions which occurred prior to such repeal or amendment.
Section 5.6 Insurance. By action of the Board of Directors, notwithstanding any interest of the directors in such action, the UTAH DANCE EDUCATION ORGANIZATION may, subject to Section 5.8, purchase and maintain insurance, in such amounts as the board may deem appropriate, on behalf of any person indemnified hereunder against any liability asserted against him/her and incurred by him/her in the capacity of or arising out of his/her status as an agent of the corporation, whether or not the corporation would have the power to indemnify him/her against such liability under applicable provisions of law. The corporation may also purchase and maintain insurance, in such amounts as the board may deem appropriate, to insure the UTAH DANCE EDUCATION ORGANIZATION against any liability, including without limitation, any liability for the indemnifications provided in this Article.
Section 5.7 Right to Impose Conditions to Indemnification. The corporation shall have the right to impose, as conditions to any indemnification provided or permitted in this Article, such reasonable requirements and conditions as the board of directors may deem appropriate in each specific case, including but not limited to any one or more of the following: (a) that any counsel representing the person to be indemnified in connection with the defense or settlement of any action shall be counsel that is mutually agreeable to the person to be indemnified and to the corporation; (b) that the UTAH DANCE EDUCATION ORGANIZATION shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the person to be indemnified; and (c) that the UTAH DANCE EDUCATION ORGANIZATION shall be surrogated, to the extent of any payments made by way of indemnification, to all of the indemnified person's right of recovery, and that the person to be indemnified shall execute all writings and do everything necessary to assure such rights of subornation to the UTAH DANCE EDUCATION ORGANIZATION.
Section 5.8 Limitation on Indemnification. Notwithstanding any other provision of these bylaws, the UTAH DANCE EDUCATION ORGANIZATION shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with qualification of the corporation as an organization described in section 501(c)(3) of the Internal Revenue Code or would result in liability under section 4941 of the Internal Revenue Code.
ARTICLE VI
MISCELLANEOUS
Section 6.1 Account Books, Minutes, Etc. 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 and business meetings of officers. All books and records of the corporation may be inspected by any director or his accredited agent or attorney, for any proper purpose at any reasonable time.
Section 6.2 Fiscal Year. The fiscal year of the corporation shall operate on the calendar year: January 1 to December 31.
Section 6.3 Conveyances and Encumbrances. Property of the corporation may be assigned, conveyed or encumbered by such officers of the corporation as may be authorized to do so by the board of directors, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all of the property and assets of the corporation shall be authorized only in the manner prescribed by applicable statute.
Section 6.4 Designated Contributions. The corporation may accept any designated contribution, grant, bequest or device consistent with its general tax-exempt purposes, as set forth in the articles of incorporation. As so limited, donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, the corporation shall reserve all right, title and interest in and to and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any special fund, purpose or use. Further, the corporation shall retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used to carry out the corporation's tax-exempt purposes.
Section 6.5 Conflicts of Interest. If any person who is a director or officer of the corporation is aware that the corporation is about to enter into any business transaction directly or indirectly with himself, any member of his family, or any entity in which he has any legal, equitable or fiduciary interest or position, including without limitation as a director, officer, shareholder, partner, beneficiary or director, such person shall (a) immediately inform those charged with approving the transaction on behalf of the corporation of his interest or position, (b) aid the persons charged with making the decision by disclosing any material facts within his knowledge that bear on the advisability of such transaction from the standpoint of the corporation, and (c) not be entitled to vote on the decision to enter into such transaction.
Section 6.6 Loans to Directors and Officers. No loans shall be made by the corporation to any of its directors or officers. Any director or officer who assents to or participates in the making of such loan shall be liable to the corporation for the amount of such loan until it is repaid.
Section 6.7 References to Internal Revenue Code. All references in these bylaws to provisions of the Internal Revenue Code are to the provisions of the Internal Revenue Code of 1954, as amended, and shall include the corresponding provisions of any subsequent federal tax laws.
Section 6.8 Amendments. The power to alter, amend or repeal these bylaws and adopt new bylaws shall be vested in the board of directors.
Section 6.9 Severability. The invalidity of any provisions 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.
Section 6.10 Nondiscrimination. UTAH DANCE EDUCATION ORGANIZATION complies with applicable Federal civil rights laws and does not discriminate on the basis of race, color, national origin, age, disability, or sex (including pregnancy, sexual orientation, and gender identity).