Salt Lake City Bicycle Collective By-laws - Revision history

PhilipCarlson: This change was made by the Board on September 6th 2012. Director's terms changed from 1 to 3 years.

2012-12-04T23:25:53Z

This change was made by the Board on September 6th 2012. Director's terms changed from 1 to 3 years.

Jonathan: grammar correction

2012-07-09T23:11:37Z

grammar correction

← Older revision		Revision as of 23:11, 9 July 2012
Line 30:		Line 30:
	=== Section 4.2 Number and Term of Directors.===		=== Section 4.2 Number and Term of Directors.===

	The number of directors of the Corporation shall not be less than (3) nor more than twenty﷓one (21), with the exact number to be set by resolution of the persons present at a meeting so called. The initial number of Directors shall be five (5). The initial Board of Directors shall have a term of office as respectively set forth in Exhibit A attached hereto and incorporated herein and until their successors are duly elected and qualified or until their prior removal, death or resignation. Except for the initial term, Directors shall be appointed for ~~1﷓year~~ terms.		The number of directors of the Corporation shall not be less than (3) nor more than twenty﷓one (21), with the exact number to be set by resolution of the persons present at a meeting so called. The initial number of Directors shall be five (5). The initial Board of Directors shall have a term of office as respectively set forth in Exhibit A attached hereto and incorporated herein and until their successors are duly elected and qualified or until their prior removal, death or resignation. Except for the initial term, Directors shall be appointed for 1-year terms.

	===Section 4.3 Qualifications.===		===Section 4.3 Qualifications.===

Jonathan: Salt Lake City Bicycle Collective Bylaws moved to Salt Lake City Bicycle Collective By-laws

2010-10-29T19:14:49Z

Salt Lake City Bicycle Collective Bylaws moved to Salt Lake City Bicycle Collective By-laws

← Older revision	Revision as of 19:14, 29 October 2010
(No difference)

Jonathan: SLCBC By-laws moved to Salt Lake City Bicycle Collective Bylaws

2010-10-29T19:12:03Z

SLCBC By-laws moved to Salt Lake City Bicycle Collective Bylaws

← Older revision	Revision as of 19:12, 29 October 2010
(No difference)

Jonathan at 19:10, 29 October 2010

2010-10-29T19:10:57Z

← Older revision		Revision as of 19:10, 29 October 2010
Line 1:		Line 1:
	'''BYLAWS OF SALT LAKE CITY BICYCLE COLLECTIVE'''		'''[[BYLAWS]] OF [[SALT LAKE CITY BICYCLE COLLECTIVE]]'''

	''A Utah Nonprofit Corporation''		''A Utah Nonprofit Corporation''

Quill: Category:Salt Lake City Bicycle Collective

2009-07-30T17:10:12Z

Category:Salt Lake City Bicycle Collective

← Older revision		Revision as of 17:10, 30 July 2009
Line 344:		Line 344:

	Secretary - Jonathan Morrison		Secretary - Jonathan Morrison

			[[Category:Salt Lake City Bicycle Collective]]

Jonathan: Changes made to Exhibit A

2007-10-15T22:38:48Z

Changes made to Exhibit A

← Older revision		Revision as of 22:38, 15 October 2007
Line 3:		Line 3:
	''A Utah Nonprofit Corporation''		''A Utah Nonprofit Corporation''

	Dated as of ~~December 1~~, ~~2004~~		Dated as of October 15, 2007

	== ARTICLE I - PURPOSES ==		== ARTICLE I - PURPOSES ==


	The corporation is organized exclusively for charitable, religious, educational, and/or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code (the “Code”). Without limiting the foregoing, the corporation is organized to:		The corporation is organized exclusively for charitable, religious, educational, and/or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code (the “Code”). Without limiting the foregoing, the corporation is organized to:

Jonathan: Erica Frumin resigned on October 4th, 2007

2007-10-15T22:37:35Z

Erica Frumin resigned on October 4th, 2007

← Older revision		Revision as of 22:37, 15 October 2007
Line 334:		Line 334:

	Russ Hopkins 1 year		Russ Hopkins 1 year

	~~Erica Frumin 1 year~~

	Patrick Beecroft 1 year		Patrick Beecroft 1 year

Jonathan: Eric Estlund resigned on August 1st, 2007

2007-10-15T22:36:40Z

Eric Estlund resigned on August 1st, 2007

← Older revision		Revision as of 22:36, 15 October 2007
Line 334:		Line 334:

	Russ Hopkins 1 year		Russ Hopkins 1 year

	~~Eric Estlund 1 year~~

	Erica Frumin 1 year		Erica Frumin 1 year

Jonathan: Board of Directors as of August 1st 2007

2007-10-15T22:33:24Z

Board of Directors as of August 1st 2007

← Older revision		Revision as of 22:33, 15 October 2007
Line 326:		Line 326:

	== EXHIBIT A ==		== EXHIBIT A ==




	'''Director Initial Term'''		'''Director Initial Term'''
Line 336:		Line 333:
	Jonathan Morrison 1 year		Jonathan Morrison 1 year

	~~Brian Price~~ 1 year		Russ Hopkins 1 year

	~~Edward Whitney~~ 1 year		Eric Estlund 1 year

	~~Clinton Watson~~ 1 year		Erica Frumin 1 year

	~~Richard Hurst~~ 1 year		Patrick Beecroft 1 year

	Michael Wise 1 year		Michael Wise 1 year

← Older revision		Revision as of 23:25, 4 December 2012
Line 30:		Line 30:
	=== Section 4.2 Number and Term of Directors.===		=== Section 4.2 Number and Term of Directors.===

	The number of directors of the Corporation shall not be less than (3) nor more than ~~twenty﷓one~~ (21), with the exact number to be set by resolution of the persons present at a meeting so called. The initial number of Directors shall be five (5). The initial Board of Directors shall have a term of office as respectively set forth in Exhibit A attached hereto and incorporated herein and until their successors are duly elected and qualified or until their prior removal, death or resignation. Except for the initial term, Directors shall be appointed for 1-year terms.		The number of directors of the Corporation shall not be less than (3) nor more than twenty�one (21), with the exact number to be set by resolution of the persons present at a meeting so called. The initial number of Directors shall be five (5). The initial Board of Directors shall have a term of office as respectively set forth in Exhibit A attached hereto and incorporated herein and until their successors are duly elected and qualified or until their prior removal, death or resignation. Except for the initial term, Directors shall be appointed for 3-year terms.

	===Section 4.3 Qualifications.===		===Section 4.3 Qualifications.===
Line 94:		Line 94:
	=== Section 5.5 Proxies.===		=== Section 5.5 Proxies.===

	A director may exercise his voting rights either in person or by written proxy executed by the director (but not by a director’s ~~attorney﷓in﷓fact~~ or agent) in favor of another director. Any such proxy shall be limited to a specific meeting, shall authorize the other director to cast the vote that is directed to be cast by such written proxy with respect to one or more particular proposals that are described with reasonable specificity in the proxy, shall be revocable at any time by the director giving such proxy, and shall be filed with the Secretary of the Board and in the minutes of the meetings of the Board. For purposes of these Bylaws, including the determination of the presence of a quorum, a director voting by written proxy pursuant to this Section 5.5 shall be counted as if present in person at the specific meeting to which such proxy relates.		A director may exercise his voting rights either in person or by written proxy executed by the director (but not by a director’s attorney�in�fact or agent) in favor of another director. Any such proxy shall be limited to a specific meeting, shall authorize the other director to cast the vote that is directed to be cast by such written proxy with respect to one or more particular proposals that are described with reasonable specificity in the proxy, shall be revocable at any time by the director giving such proxy, and shall be filed with the Secretary of the Board and in the minutes of the meetings of the Board. For purposes of these Bylaws, including the determination of the presence of a quorum, a director voting by written proxy pursuant to this Section 5.5 shall be counted as if present in person at the specific meeting to which such proxy relates.

	=== Section 5.6 Action by Unanimous Written Consent.===		=== Section 5.6 Action by Unanimous Written Consent.===
Line 110:		Line 110:
	=== Section 5.9 Notice.===		=== Section 5.9 Notice.===

	(a) Manner of Notice. Notice of any annual, regular or special meeting of directors, as the case may be, shall be given at least one (1) day prior thereto by written notice delivered personally, or delivered by confirmed air courier, telegram, facsimile transmission (“fax”), electronic communication (“email”), ~~first﷓class~~ mail, to each director.		(a) Manner of Notice. Notice of any annual, regular or special meeting of directors, as the case may be, shall be given at least one (1) day prior thereto by written notice delivered personally, or delivered by confirmed air courier, telegram, facsimile transmission (“fax”), electronic communication (“email”), first�class mail, to each director.

	(b) Waiver of Notice. Any director, as the case maybe, may waive notice of a meeting.		(b) Waiver of Notice. Any director, as the case maybe, may waive notice of a meeting.
Line 178:		Line 178:
	=== Section 7.8 Vice-President. ===		=== Section 7.8 Vice-President. ===

	The Vice-President, if any, shall have the same powers as vested in the President, but shall not exercise said powers unless acting under the delegation, authority, or direction of the President, or in the absence or incapacity of the President. The Vice-President shall have such additional prerogatives and powers as are not inconsistent with the powers conferred upon the President and usually pertain to the office of ~~Vice﷓President~~.		The Vice-President, if any, shall have the same powers as vested in the President, but shall not exercise said powers unless acting under the delegation, authority, or direction of the President, or in the absence or incapacity of the President. The Vice-President shall have such additional prerogatives and powers as are not inconsistent with the powers conferred upon the President and usually pertain to the office of Vice�President.

	=== Section 7.9 Vice-Presidents. ===		=== Section 7.9 Vice-Presidents. ===

	Such additional Vice-Presidents, in the order of their seniority, shall perform the duties and exercise the powers of the President and ~~Vice﷓President~~ during the absence or disability of the President and Vice-President.		Such additional Vice-Presidents, in the order of their seniority, shall perform the duties and exercise the powers of the President and Vice�President during the absence or disability of the President and Vice-President.

	=== Section 7.10 The Secretary. ===		=== Section 7.10 The Secretary. ===
Line 198:		Line 198:
	=== Section 7.13 Executive Director. ===		=== Section 7.13 Executive Director. ===

	The Board of Directors may appoint an Executive Director, who shall assist the President and the Board in the ~~day﷓to﷓day~~ management of the business affairs of the Corporation, who shall perform such duties as may be assigned to him or her by the President and/or the Board of Directors, including the power to hire staff personnel, and who may be authorized to execute contracts on behalf of the Corporation.		The Board of Directors may appoint an Executive Director, who shall assist the President and the Board in the day�to�day management of the business affairs of the Corporation, who shall perform such duties as may be assigned to him or her by the President and/or the Board of Directors, including the power to hire staff personnel, and who may be authorized to execute contracts on behalf of the Corporation.

	=== Section 7.14 Multiple Offices. ===		=== Section 7.14 Multiple Offices. ===
Line 234:		Line 234:
	=== Section 9.1 General. ===		=== Section 9.1 General. ===

	The Board of Directors may establish or authorize auxiliary or advisory organizations of the Corporation, whether operating as separate ~~not﷓for﷓profit~~ corporations or agencies of the Corporation, as it may deem appropriate. Auxiliary and advisory organizations shall be subject to such conditions and reviews as the Board of Directors may determine from time to time. All programs and activities of such organizations shall be consistent with the rules and regulations that apply to the overall exemption of the Corporation as a ~~not﷓for﷓profit~~ organization under prevailing and governing Internal Revenue Service and state tax codes.		The Board of Directors may establish or authorize auxiliary or advisory organizations of the Corporation, whether operating as separate not�for�profit corporations or agencies of the Corporation, as it may deem appropriate. Auxiliary and advisory organizations shall be subject to such conditions and reviews as the Board of Directors may determine from time to time. All programs and activities of such organizations shall be consistent with the rules and regulations that apply to the overall exemption of the Corporation as a not�for�profit organization under prevailing and governing Internal Revenue Service and state tax codes.

	=== Section 9.2 Purposes. ===		=== Section 9.2 Purposes. ===
Line 256:		Line 256:
	=== Section 10.4 Conflicts of Interest. ===		=== Section 10.4 Conflicts of Interest. ===

	The Directors and Officers of the Corporation shall have no undisclosed economic interest in the process of securing contracts. No bid or contract may be awarded to (i) a director or officer of this Corporation, (ii) any entity which such person owns, directly or indirectly or through relatives, more than ~~thirty﷓five~~ percent (35%) of the voting interest thereof, (iii) any entity of which such person is a director or officer, or has a financial interest, or (iv) a relative of such person, meaning his or her spouse, ancestor, brother, sister, children, grandchildren or the spouses of brothers, sisters, children or grandchildren, unless such relationship has been disclosed to the Board and the Board or committee thereof in good faith authorizes the award by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum.		The Directors and Officers of the Corporation shall have no undisclosed economic interest in the process of securing contracts. No bid or contract may be awarded to (i) a director or officer of this Corporation, (ii) any entity which such person owns, directly or indirectly or through relatives, more than thirty�five percent (35%) of the voting interest thereof, (iii) any entity of which such person is a director or officer, or has a financial interest, or (iv) a relative of such person, meaning his or her spouse, ancestor, brother, sister, children, grandchildren or the spouses of brothers, sisters, children or grandchildren, unless such relationship has been disclosed to the Board and the Board or committee thereof in good faith authorizes the award by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum.

	== ARTICLE XI - POWER OF THE BOARD TO BORROW MONEY ==		== ARTICLE XI - POWER OF THE BOARD TO BORROW MONEY ==