We, the undersigned natural persons, all being of the age of eighteen years or more, acting as incorporators under the Utah Non-Profit Corporation and Cooperative Association Act, adopt the following Articles of Incorporation for such Corporation:
Article I
NAME
The name of the corporation is Wasatch Camera Club.
Article II
DURATION
The Period of duration of this corporation is perpetual.
Article III
PURPOSE
a) To act and operate exclusively as a nonprofit corporation, pursuant to the laws of the State of Utah, to promote the art of photography in the community and to develop the skills of the club members through hands-on experience and educational opportunities.
b) To engage in any and all other lawful purposes, activities, and pursuits, which are substantially similar to the foregoing and which are or may hereafter be authorized by Section 501(c)(3) of the Internal Revenue Code and are consistent with those powers described in the Utah Nonprofit Corporation and Cooperation Association Act, as amended and supplemented.
c) To solicit and receive contribution; to purchase, own, rent and sell photographic equipment; to fund photographic field work; and to engage in any activity “in furtherance of, incidental to, or connected with any of the other purposes.”
(i) No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered to the corporation and to make payments and distributions in furtherance of the purposes set forth herein;
(ii) 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 any candidate for public office except as authorized under the Internal Revenue Code of 1954, as amended;
(iii) The corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue law), or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, as amended or supplemented.
Article IV
MEMBERSHIP
a) Any person interested in photography may become a member upon payment of annual dues, subject to provisions in the By Laws. A paid receipt shall be provided as proof of membership. Applications shall be provided by the Wasatch Camera Club.
b) Membership grants the individual the right to hold office, vote in elections, participate in club-sponsored activities and receive a newsletter subscription.
c) Membership of any person may be suspended when sufficient reasons exist, by the action of the Executive Board. The suspended member shall have the right to appeal the suspension in person or in writing, whereas the action of the Executive Board shall be upheld or rescinded by the majority vote of the membership present at any official meeting, provided they constitute a quorum.
Article V
EXECUTIVE BOARD/OFFICERS
a) The club shall be directed by the Executive Board composed of the elected officers, the chairpersons of the standing committees and the immediate past president.
b) The officers of this club shall be President, Vice-President, Secretary and Treasurer. Their duties shall be those usually pertaining to these offices as outlined in the By-Laws.
Article VI
VACANCIES
a) If the office of president becomes vacant for any reason, it shall be taken over for the remainder of the term by the vice-president.
b) If any office other than that of president becomes vacant, it shall be filled by appointment by the president for the remainder of the term.
Article VII
COMMITTEES
a) The following committees shall be established as needed to conduct the club activities as provided by Article 5 of the Bylaws:(1) Program, (2) Competition, (3) Field Trips, (4) Workshop, (5) Web Master, (6) Community Relations, (7) Newsletter and (8) Hospitality and Membership.
b) Special committees may be established by the President and shall continue to function until the purpose for which they were formed is completed or until terminated by the Executive Board.
c) Appointment of the chairperson to a standing committee shall be made by the President upon the approval of the Executive Board.
Article VIII
MEETINGS
a) The regular meeting of the Wasatch Camera Club shall be held at a time and place stipulated by the Executive Board. Meetings are open to the general public.
b) Special meetings may be called by the President or the Executive Board at any time. The election of officers will be held at the February meeting, or if there is no February Meeting, then as soon as possible following the submittal of the Slate by the Nominating Committee. The annual meeting shall be scheduled in May by the Executive Board for the purposes of approving the budget and other business that may be appropriate.
Article IX
FISCAL YEAR
a) The fiscal year and the Executive Board year of the organization shall begin May 1 and end April 30 of the following year.
Article X
BY-LAWS
Provisions for the regulation of the internal affairs of the corporation shall be set forth in the By-Laws.
Article XI
TRUSTEES
The number of trustees of this Corporation shall be three, or more than three, as fixed from time to time by the By-Laws of the Corporation. The number of trustees constituting the present Board of Trustees of the Corporation is three, and the names and addresses of the persons who are to serve as trustees until their successors are elected and shall qualify are:
Cathy Arndt
3255 South 540 East
Salt Lake City, Utah 84106
William Crnkovich
9300 South Redwood Road, #7G
West Jordan, Utah 84088
Mark Johnson
10143 South 2460 East
Sandy, Utah 84092
Article XII
INCORPORATORS
The names and addresses of the incorporators are:
Cathy Arndt
3255 South 540 East
Salt Lake City, Utah 84106
William Crnkovich
9300 South Redwood Road, #7G
West Jordan, Utah 84088
Mark Johnson
10143 South 2460 East
Sandy, Utah 84092
Article XIII
REGISTERED OFFICE AND AGENT
The address of the corporation’s initial registered office shall be:
3255 South 540 East Salt Lake City, Utah 84106
Such office may be changed at any time by the Board of Trustees without amendment of these Articles of Incorporation.
The corporations initial registered agent at such address shall be:
Cathy Arndt
I hereby acknowledge and accept appointment as corporate registered agent.
Article XIV
PRINCIPAL PLACE OF BUSINESS
The principal place of business of this Corporation shall be
3255 South 540 East
Salt Lake City, Utah 84106
The business of this Corporation may be conducted in all counties of the State of Utah and in all states of the United States, and in all territories thereof, and in all foreign countries as the Board of Trustees shall determine.
Article XV
DISTRIBUTIONS
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its trustees, 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 Article III hereof. 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 of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code, as amended or supplemented, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, as amended or supplemented.
Article XVI
DISSOLUTION
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended or supplemented, 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 the District Court 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.In Witness Whereof, We, Cathy Arndt, William Crnkovich, and Mark Johnson, have executed these Articles of Incorporation in duplicate this Eleventh day of May, 1995, and say:
That they are all incorporators herein; that they have read the above and foregoing Articles of Incorporation; know the contents thereof and that the same is true to the best of their knowledge and belief, excepting as to matters herein alleged upon information and belief and as to those matters they believe to be true.
The signature pages have been omitted from the web version.
BY-LAWS
(Revised and Ratified at Regular Meeting on April 11, 2002.)
ARTICLE 1
Name/Purpose
Name: Wasatch Camera Club
Purpose: to promote the art of photography in the community and to develop the skills of the club members through hands-on experience and educational opportunities.
ARTICLE 2
Finance
a) The incoming officers will prepare the upcoming fiscal budget for presentation and approval at the Annual Meeting.
b) Other fees and expenses necessary for the operation and maintenance of the club shall be set by the Executive Board.
c.) Expenditures in excess of $100 per item must be identified in the budget and approved by the Executive Board. Expenditures in excess of $100 per item not identified in the approved budget must be approved by the Executive Board.d) All disbursements from the club’s accounts will require the signatures of the Treasurer and the President.
f.) Annual reports shall be provided to the members.
ARTICLE 3
Elections
a) Election of club officers shall be held annually. The President shall appoint a Nominating Committee composed of three members, none of whom is an officer. The committee shall prepare a slate of candidates (at least one for each position) and obtain the agreement from the nominees to serve, if elected. The chairperson of the Nominating Committee shall present the slate at the January meeting. Additional nominations can be made from the floor. The election of officers will be held at the February meeting, or if there is no February Meeting, then as soon as possible following the submittal of the Slate by the Nominating Committee
b) The President or Vice President cannot be re-elected to the same post for more than two consecutive terms.
c) Terms of duty shall be from May 1 to April 30.
ARTICLE 4
Officers’ Duties
a) Duties of the President are:
* to preside at all club and Executive Board meetings
* to appoint chairpersons of all committees
* to act as club spokesperson
* to generally supervise and keep in touch with all club committees
b) Duties of the Vice-President are:
* to assume the duties of the President during his/her absence
* to be a director on the Executive Board
* to coordinate standing committees.
c) Duties of the Secretary are:
* to keep records of the minutes of all Executive Board and official meetings
* to notify members of special meetings and events
* to conduct club correspondence
* to prepare ballots for elections
d) Duties of the Treasurer are:
* to maintain and report the financial records of the club
* to prepare the annual report and periodic reports
* to be responsible for all bank accounts
* to collect annual dues and fees
* to disburse funds upon approval of two authorizing signatures.
ARTICLE 5
Committees’ Duties
a) The activities of the committees and, in the case of the Competition Committee, the Rules of Competition, shall be proposed to the Executive Board for approval. The activities decided upon shall thereafter be carried out by the committee chairperson and respective committee members.
b) Standing committee chairpersons shall participate on the Executive Board, and prepare reports of activities and progress periodically for presentation to the Executive Board or to the membership at club meetings.
ARTICLE 6
Quorum
a) A quorum of the membership for the purpose of conducting club business shall consist of not less than one-third of the entire membership in good standing.
b) A quorum of the Executive Board for the purpose of conducting club business shall consist of not less than one-half of the designated members.
ARTICLE 7
Membership and Dues
a) The club is open to the general public for membership with different types of membership (such as Youth, Regular, Senior, etc.).
b) A limit on the number of members may be created by the Executive Board from time to time as factors require.
c. Dues will be set annually by the Executive Board as part of the budget-setting process and submitted to the membership for approval at the Annual Meeting.
d.) Dues shall be collected at the start of the fiscal year.
ARTICLE 8
Amendment of By-Laws
a) Amendments to the By-Laws may be proposed in writing by any member of the Wasatch Camera Club. A two-thirds majority vote of at least a quorum of board members present is necessary to bring the amendment before the club at a regular meeting. The amendment must be introduced to the membership not less than one month prior to bringing it to a vote. Due notice must be given to the membership in good standing through the newsletter or by a specific notice through the mail. A two-thirds majority vote of at least a quorum of members present at any official meeting shall ratify the amendment to the By-Laws.
ARTICLE 9
Dissolution
a) The termination of the club shall be proposed by any member of the Executive Board. A two-thirds majority vote of at least a quorum of Executive Board members present is necessary to bring the dissolution request before the club at a regular meeting. A two-thirds majority vote of at least a quorum of members present at any official meeting is required for approval of the dissolution request.
b) Upon approval for dissolution, the Executive Board shall take the actions necessary to distribute club assets as follows:
All photographic equipment, supplies and educational material shall be offered for cash sale at a fair market price to the general public. All proceeds from the sale of club assets shall be used to discharge the club debts. All remaining cash assets shall be donated to the Salt Lake Women’s Shelter, a non-profit organization (local charity).
ARTICLE 10
Audits
a) The President-elect shall immediately appoint a three (3) member audit committee of club members, not to include any affected treasurer. This committee shall audit the books.
b) The audit is to be completed within thirty (30) days following the close of the fiscal year.
c) The report shall be made to the membership through the newsletter.
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The By-Laws of the Wasatch Camera Club have been agreed upon and approved by the Executive Board.
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The By-Laws and Articles of Incorporation were amended by due process and approved by a quorum of the members as defined herein at the Regular Meeting on April 11, 2002.
