Articles of Incorporation - Friends of Baron Woolen Mill
A Utah Non-Profit Corporation
The undersigned natural person of the age of twenty-one (21) years or more, acting as incorporator under the provisions of the Utah Non-Profit Corporation and Cooperative Association Act (herinafter referred to as the "Act"), adopts the following articles of Incorporation:
ARTICLE I
Name
The name of the corporation is FRIENDS OF THE BARON WOOLEN MILL, INC. (the "Corporation").
ARTICLE II
Duration
The duration of the Corporation is to be perpetual.
ARTICLE III
Purposes
The purposes for which the Corporation is organized are as follows:
a)To operate an historic woolen mill.
b)To engage in any and all other lawful purposes, activities, and pursuits presently or hereafter allowed by laws and related to the foregoing; provided, that the Corporation shall not engage in a regular business of a kind ordinarily carried on for profit.
c)To have all additional powers and rights granted to this form of corporation by the laws of the State of Utah.
ARTICLE IV
Members
The Corporation shall have such classes of members as provided by the Bylaws.
ARTICLE V
Shares
The Corporation shall issue no capital stock.
ARTICLE VI
Limitations
In all events and under all circumstances, and notwithstanding any other provisions of these Articles of Incorporation or any merger, consolidation, reorganization, termination, dissolution, or winding up of the Corporation, voluntarily, or by operation of law, or upon amendment of the Articles of Incorporation, the Corporation's operations and activities shall be strictly of a non-profit nature and:
a)The property, assets, profits and net income of the Corporation are irrevocably dedicated to the purposes set forth in Article III hereof, and no part of the assets or net earnings of the Corporation shall ever inure to the benefit of or be distributable to its incorporators, Trustees, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make reimbursement in reasonable amounts for expenses actually incurred in carrying out the purposes set forth in Article III hereof.
b)At no time shall the Corporation engage in any activities, which are unlawful under the laws of the United States of America or under the laws of the State of Utah.
c)Upon dissolution of the Corporation or the winding up of its affairs, none of the assets of the Corporation will be distributed to the members thereof, but shall be distributed only to such other non-profit corporations or organizations as the Board of Trustees determines are in need of such assets, provided that under no circumstances, may any of the Corporation's assets be distributed other than to organizations that have established their tax-exempt status with the State of Utah.
ARTICLE VII
Trustees
The affairs of the Corporation shall be managed by its Board of Trustees. Except for the initial Board of Trustees whose names are set forth below, the Board of Trustees shall be elected or appointed as provided in the Bylaws. The number of Trustees constituting the Board of Trustees of the Corporation shall be fixed by the Bylaws, except that there shall not be less than five (5) nor more than eleven (11). The names and addresses of the persons who are to serve as Trustees until the first annual meeting of the Board of Trustees or until their successors are elected and qualified, are as follows:
Dawn House
681 East 4129 South
Murray, UT 84107
Surah S. Yates
625 West 600 South
Brigham City, UT 84302
Nancy Kennedy
845 North Main
Brigham City, UT 84302
Beth Gurrister
169 North 800 East
Brigham City, UT 84302
Colleen Bradford
469 North 500 East
Brigham City, UT 84302
The majority of the members of the Board of Trustees shall constitute a quorum, and are authorized to adopt Bylaws to govern the operation of the Corporation to transact the business and exercise the powers of the Board of Trustees as herein provided.
ARTICLE VIII
Incorporator
The name and address of the Incorporator of the Corporation is:
Wilson G. Martin
5580 Neighbor Lane
SLC, UT 84417
ARTICLE IX
Principal Office
The location and street address of the Corporation's initial principal registered office is:
Friends of Baron Woolen Mills
102 West Forrest Street
Brigham City, UT 84302
ARTICLE X
Registered Agent
The name of the Corporation's initial registered agent at the above address shall be Sarah S. Yates.
ARTICLE XI
Elimination of Liability of Trustees and Officers
Section 1. Elimination of Certain Liability of Trustees and Officers. A Trustee or officer of the Corporation shall not be personally liable to the Corporation or its members for civil claims arising from acts or omissions made in the performance of his or her duties as a trustee or officer, unless the acts or omissions are the result of his or her intentional misconduct.
Any repeal or modification of the foregoing paragraph by the Trustees of the Corporation shall not adversely affect any right or protection of a trustee or officer of the corporation existing at the time of such repeal or modification.
ARTICLE XII
Meetings of Board of Trustees
Regular meetings of the Board of Trustees of the Corporation shall be held at the times and at the places specified in the Bylaws.
ARTICLE XIII
Bylaws
The Board of Trustees shall have the power to make such Bylaws as it deems proper for the management of the affairs of the Corporation. Except as provided by applicable statutes of the State of Utah, the Bylaws may be altered and amended or repealed and new Bylaws may be adopted by the Board of Trustees at any regular or special meeting.
IN WITNESS WHEREOF, the undersigned, being the Incorporator of the Corporation, executes these Articles of Incorporation and certifies to the truth of the facts herein stated this ___ day of _____________, 1999.
(Signature line)
Incorporator, Wilson G. Martin
ACKNOWLEDGMENT
The undersigned, Sarah S. Yates, hereby acknowledges that he has been named as Registered Agent of Friends of the Baron Woolen Mill, Inc., a Utah non-profit corporation, to be formed pursuant to Articles of Incorporation to which this acknowledgement is attached, and hereby agrees to act as Registered Agent of the Corporation.
(Signature line)
Registered Agent, Sarah S. Yates
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BYLAWS
OF
FRIENDS OF BARON WOOLEN MILL, INC.
ARTICLE I
NAME AND OFFICES
Section 1.01. Name.
The name of the corporation shall be Friends of the Baron Woolen Mill, Inc. ("FBWM"). The name of the corporation may be changed upon two-thirds (2/3) vote of the Board of Trustees.
Section 1.02. Principal Office.
The principal office of FBWM shall be located in Brigham City, Utah. The principal office of FBWM may be changed by a two-thirds (2/3) vote of the Board of Trustees.
Section 1.03. Other Offices.
Branch or subordinate offices may be opened at any time by a two-thirds (2/3) vote of the Board of Trustees at any place FBWM is qualified to do business.
ARTICLE II
MISSION STATEMENT AND OBJECTIVES
Section 2.01. Mission Statement and Objectives.
Friends of Baron Woolen Mills exist, "?to preserve, promote and operate the historic Baron Woolen Mill, strengthen ties to our heritage and the land."
FBWM has been organized, pursuant to the Utah Non-profit Corporation and Cooperative Association Act, as a non-profit corporation to operate as a business league within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, and Section 59-7-105(1)(a) of the Utah Code (1953). The corporation exists to promote the Baron Woolen Mill. Specifically to:
(a)Raise funds to purchase Baron Woolen Mill from current creditor.
(b)Develop a business and operation plan.
(c)Develop funding lifelines with business, as well as local, county, and state governments and educational institutions.
(d)Advertise and promoting the mill and it's products.
(e)Operate and sustain the mill as a heritage destination.
ARTICLE III
BOARD OF TRUSTEES
Section 3.01. Powers.
The affairs of FBWM shall be governed by the Board of Trustees. New Trustees will be nominated by the Board. The Board of Trustees shall have the following powers:
(a) Govern, direct and control the affairs of FBWM, including, but not limited to, its committees, meetings, events and publications.
(b)Determine the policies and procedures used by FBWM and any changes thereto and make such rules and regulations as they deem proper.
(c)Raise funds for Baron Woolen Mill.
(d)Supervise the disbursement of FBWM funds.
(e)Actively pursue FBWM's stated mission and objectives.
(f)Appoint and remove the Executive Director of FBWM, determine his or her powers and duties, and fix his or her compensation.
(g)Any other powers ascribed to the Board of Trustees in other sections of these Bylaws, the articles or by law.
Section 3.02. Number and Qualifications of Trustees.
The authorized number of trustees of UHPA shall be not less than five (5) or more than eleven (11). The initial five (5) trustees shall be designated in the Articles of Incorporation. The Board of Trustees may chose to change the number of sitting trustees by a two-thirds vote, but the Board may never have less than five (5) members, nor more than eleven (11).
Section 3.03. Term and Office.
Each trustee shall serve a three (3) year term from the date of his or her election, with the exception that the original Trustees shall draw lots to determine who shall serve 1,2 or 3-year initial terms of the original trustees. Two (2) Trustees shall serve one (1) year, two (2) Trustees shall serve two (2) years, and Trustees shall serve three (3) years. Thereafter, the terms of approximately one (1) third of the Trustees shall expire each year.
Section 3.04. Nomination and Election of Trustees.
The Election Committee shall make nominees for Trustee. The Election Committee shall be composed of members appointed by the Board of Trustees. At least one member of the Election Committee shall be re-appointed to the following year's Election Committee to ensure continuity.
Section 3.05. Duties of the Election Committee.
The Election Committee has the following duties and responsibilities:
(a)Develop a slate of nominees for election to the Board of Trustees.
(b)Conduct a ballot of the Board of Trustees to elect new trustees.
(c)Govern all electioneering and campaigning activities.
Section 3.06. Nomination of Candidates.
The Election Committee shall place in nomination one or more candidates for each vacancy on the Board. Additional candidates may be added to the ballot if a petition is received by the Election Committee, signed by at least twenty percent (20%) of the Board.
Section 3.07. Solicitation of Votes.
The Board shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to the Board the nominee's qualifications and reasons for the nominee's candidacy, a reasonable opportunity for all nominees to solicit votes, and opportunity for all Board members to choose among the nominees.
Section 3.08. Use of Corporate Funds to Support Nominee.
Without Board approval, no FBWM funds may be expended to support or advance the nomination of nominee for Trustee.
Section 3.09. Election of Board Members.
The date of the annual elections shall be set by the Election Committee and approved by the Board. Elections shall be held at the Annual Meeting of the Board with a ballot sent to the Board. Each Board Member shall have one (1) vote for each seat that is open. All votes must be cast and votes may not be cumulated. The voting rights of the Board Member may not be delegated to another Member nor may they be exercised by proxy or absentee ballot.
The vote will be tabulated by the Election Committee and presented to the Board. The candidate receiving the highest number of votes shall be declared elected to the Board. Where Members are voting for more than one Trustee, the nominees receiving the highest votes shall be declared elected to the Board. The Election Committee shall resolve ties by lot.
Section 3.10. Vacancies.
When a vacancy occurs on the Board of Trustees, the remaining Board members shall appoint a replacement for the balance of the vacated term. The appointed Trustee's term shall begin upon approval by the Board and expire on its normal expiration date.
Section 3.11. Meetings of the Board and Quorum.
A regular meeting of the Board shall be held no less than four (4) times per calender year. Notice and agenda shall be given to each Trustee not less than ten (10) days before the meeting is held. Special meetings may be called by the President or at the request of a majority of the Trustees. A special meeting may be called with 72 hours notice. A majority of the Trustees must be present at any meeting to constitute a quorum.
Section 3.12. Telephone Participation.
One or more Trustees may participate in the meeting by means of telephone or video hook-up which allows all Trustees to hear and speak to one another. Such participation shall constitute presence in person at the meeting.
Section 3.13. Forfeiture of Office Due to Absence.
An elected trustee who is absent for two (2) consecutive regular meetings during a single administrative year will be subject to review by the Board to determine if the seat should be vacated. If the seat is vacated it shall be filled as provided in section 3.10 above. The Board shall consider each absence as a separate circumstance and may waive the absence by a majority vote of the Board.
Section 3.14. Authority to Indemnify Trustees; Third Party Actions.
FBWM shall indemnify any trustee of FBWM who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of FBWM, or a person who is or was serving at the request of FBWM as a director, officer, employee or agent of another corporation, person, partnership, joint venture, trust or other enterprise) against judgments, fines, amounts paid in settlement and reasonable expenses (including attorneys' fees) incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of FBWM, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that no indemnification shall be made in connection with any proceeding charging that such person derived and improper personal benefit, whether or not involving action in an official capacity, in which such person was adjudged liable on the basis that he or she derived and improper personal benefit.
The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or it's equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of FBWM, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Section 3.15. Authority to Indemnify Trustees; Derivative Actions.
FBWM shall indemnify any Trustee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of FBWM to procure a judgment in its favor by reason of the fact that he or she is or was an authorized representative of FBWM, against expenses (including attorneys' fees but not amounts paid in settlement) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of FBWM and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to FBWM or in connection with any other proceeding charging that such person derived an improper personal benefit, whether or not involving action in an official capacity, in which such person was adjudged liable on the basis that he or she derived an improper personal benefit.
Section 3.16. Employees and Agents.
To the extent that an authorized representative of FBWM who neither was nor is a Trustee or officer of FBWM has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 3.12 and 3.13 above or in defense of any claim, issue or matter therein, he or she shall be indemnified by FBWM against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Such an authorized representative may, at the discretion of the Board of Trustees, be indemnified by FBWM in any other circumstances to any extent UHPA would be required by Section 3.14 and 3.15 above to indemnify such person in such circumstances to such extent if he or she were or had been a Trustee or officer of the Corporation.
Section 3.17. Procedure for Effecting Indemnification.
Indemnification under Sections 3.14, 3.15, or 3.16 above shall be made when ordered by a court or shall be made in a specific case upon a determination that indemnification or the authorized representative is required or proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 3.14 or 3.15 above. Such determination shall be made by the Board of Trustees by a majority vote of a quorum consisting of trustees who were not parties to such action, suit or proceeding.
If a claim under Sections 3.14, 3.15 or 3.16 is not paid in full by FBWM within ninety (90) days after a written claim has been received by FBWM, the claimant may at any time thereafter bring suit against FBWM to recover the unpaid amount of the claim and if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any action, suit or proceeding in advance of its final disposition where the undertaking and determinations necessary for advancing expenses have been made) that the claimant has not met the standards of conduct which make it permissible for FBWM to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on FBWM. Neither the failure of FBWM (including its Board of Trustees or its independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, nor an actual determination by FBWM (including its Board of Trustees or its independent legal counsel) that the claimant has not met such applicable standard of conduct shall be defense to the action or create a presumption that the claimant had not met the applicable standard of conduct.
Section 3.18. Advancing Expenses.
Expenses (including attorneys' fees) incurred by a person that may be indemnified under the provisions of this Article, in defending a civil or criminal action, suit or proceeding, may be paid by FBWM in advance or the final disposition of such action, suit or proceeding upon receipt of:
1.An undertaking by that person or on that person's behalf by an authorized representative to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by FBWM as required in this Article or authorized by law;
2.The person furnishes to FBWM a written affirmation of his or her good faith belief that he or she has met the standard of conduct set forth in Sections 3.14 and 3.15 above, and;
3.A determination is made that the facts then known to those making the determination under Section 3.17 above would not preclude indemnification as provided by this Article.
Section 3.19. Scope of Article.
Each person who shall act as an authorized representative of FBWM, shall be deemed to be doing so in reliance upon such right so indemnification as are provided in this Article. The indemnification and advancement of expenses provided by the Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of disinterested trustees, statute or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be an authorized representative of UHPA and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 3.20. Insurance Against Liability Asserted Against Trustees, Officers, and Authorized Representative
FBWM, whenever so authorized by the Board of Trustees, may purchase and maintain insurance on behalf of any authorized representative (which, for the purposes of this Article shall mean a Trustee, officer, employee or agent of FBWM, or a person who is or was serving at the request of FBWM as a Trustee, officer, employee or agent of another corporation, person, partnership, joint venture, trust or other enterprise) against any liability asserted against him or her and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the corporation would be authorized or required to indemnify him or her by law or this Article.
Section 3.21. Appeals to the Board of Trustees.
Any member or group may appeal to the Board of Trustees a decision made at the operation level. The Board of Trustees is the final tribunal within FBWM.
Section 3.22. Compensation and Reimbursement.
Trustees will receive no compensation for their services, but may receive such reimbursement of expenses, as may be determined by Board resolution to be just and reasonable at the time the resolution is adopted.
ARTICLE IV
OFFICERS
Section 4.01. Appointment and Term of Office.
The elected officers of FBWM shall be a President of the Board, a Vice President of the Board, a Secretary, and a Treasurer. The elected officers of FBWM shall be chosen from the trustees by the Board of Trustees and serve a term of one (1) year. All officers are elected by the Board of Trustees and serve until their successors have been duly elected and assume office.
Section 4.02. Nomination and Election of Officers.
Annually, the President shall appoint a Nominating Committee, which is chaired by the Vice President and shall consist of at least two (2) members of the board who are not officers. Election of Officers shall be held under the direction of the President at the next regular meeting, in accordance with the policies and procedures established by the Board of Trustees. All Trustees may cast one (1) vote. Two-thirds of the board must vote for the election to be legal. A Board member who has been excused from the meeting may send his vote to the President in writing. Officers are elected by a plurality of the votes of the Trustees. Tie votes that cannot be broken through additional ballots will be resolved by lot. Officers will be installed at the Annual Meeting, which will be held a reasonable time after the end of the fiscal year.
Section 4.03. Duties of the President.
The President shall be the chief elected officer of FBWM and shall have the following duties:
(a) Serve as the Chair of the Board of Trustees and call and preside at all meetings of the board and FBWM.
(b) Act as FBWM's chief liaison with the Executive Director to establish the Bylaws, Business Plan, and operational procedures for FBWM.
(c)Work with the Executive Director to ensure that all administrative processes are in place to serve the membership of FBWM.
(d)Construct formal statements and responses regarding matters of importance to FBWM.
(e)Appoint committee chairperson(s) for projects authorized by the Board of Trustees.
(f)Perform duties as prescribed by the board of Trustees.
Section 4.04. Duties of the Vice President.
The Vice President of FBWM shall serve under the general direction of the President and have the following duties:
(a)Serve as President in the event the President is absent, disabled, or unable to serve.
(b)Work with the committee chairperson(s) appointed by the President to organize those committees and encourage participation from the general membership.
(c)Establish committee reporting format, frequencies and key milestones with the committee chairperson(s).
(d) Perform duties prescribed by the President or Board of Trustees.
Section 4.05. Duties of the Secretary.
The duties of the Secretary of FBWM shall be:
(a)Record or arrange for the recording of proceedings of meetings of FBWM and Board of Trustees.
(b)Work with the Executive Director and the administrative staff to ensure that accurate records are kept.
(c)Keep and publish an accurate historical record of all significant events or FBWM.
(d)Work with the President to ensure that all meetings have an established agenda and ensure that Trustees have the agenda in time to prepare for the meeting.
(e)Perform duties as prescribed by the President or Board of Trustees.
Section 4.06. Duties of the Treasurer.
The duties of the Treasurer of FBWM shall be:
(a)Serve as the Chairperson of the Budget and Finance Committee of FBWM.
(b)Direct the establishment of proper accounting procedures for FBWM funds.
(c)Ensure that all FBWM funds are properly managed.
(d)Advise the Board of Trustees regarding finances of FBWM.
(e)Report on the financial condition of FBWM at all meetings of the board of Trustees and other times when called upon by the President.
(f)Oversee performance of annual audits.
(g)Prepare an annual financial report that will be presented to FBWM funds.
(h)Perform duties as prescribed by the President or Board of Trustees.
Section 4.07. Removal and Resignation of Officer.
Any officer may be removed for cause by a two-thirds (2/3) vote of the Trustees at any regular or special meeting of the Board of Trustees. Cause for removal includes, but is not limited to, behavior or statements detrimental to FBWM or failure to attend fifty (50) percent of the scheduled meetings in a twelve (12) month period.
Any officer may resign at any time by giving written notice to the Board of Trustees. Any such resignation shall take effect as of the receipt of such notice or at a later time specified therein. The acceptance of such resignation shall not be necessary for it to be effective.
Section 4.08. Vacancies.
All vacated offices shall be filled from current Trustees.
If the President vacates office, the Vice President shall preside over a special election for the new President by the Board unless the vacancy occurs after the election of the following year's officers. In that instance, the President-elect will assume the officer for the remainder of the term.
All other vacated seats shall be filled by appointment by the President, subject to ratification by vote of the Board of Trustees. If the vacancy occurs after the election of new officer, the elected officer shall be appointed for the remainder of the term.
ARTICLE V
EXECUTIVE STAFF
Section 5.01. Selection and Appointment of Executive Director.
The Executive Director shall be an employee of FBWM. He or she will be a non-voting ex-officer member of the board of Trustees and will perform the duties listed in Section 5.02.
(a)The selection criteria for the Executive Director shall include, but not be limited to, the following:
1.Possess demonstrated skills and ability to create and manage a not-for-profit organization.
2.Strong administrative and financial management background to help build FBWM and hire the additional personnel needed to sustain FBWM.
3.Demonstrated ability to handle press and industry relations.
4.Proven management record in handling staff and projects.
5.Complete understanding of and dedication to the goals and objectives of FBWM.
(b)Appointment of the Executive Director shall occur when:
1.The Board of Trustees has approved the compensation level for the candidate.
2.All officers of the Board of Trustees have interviewed and/or approved the candidate.
3. A complete reference check by the President or his or her appointee has been conducted.
Section 5.02. Duties of the Executive Director.
The Executive Director shall direct the organization of FBWM to ensure that it is certified as a not-for-profit organization and to create the framework for growth and long-term viability of FBWM. The Executive Director will take direction from the President and other officers of the board of Trustees, who may provide direction to the executive Director in matters appropriate to their areas of responsibility. The duties of the Executive Director shall include:
(a)Work with the Treasurer and Budget and Finance committee to formulate budgets that will sustain FBWM and provide the funds for the growth and expansion of FBWM.
(b)Develop the administrative and financial systems to service the development of the Mill.
(c)Act as FBWM spokesperson to the press and the industry.
(d)Hire and train administrative staff. Establish compensation and performance criteria for the staff with approval by the board of Trustees.
(e)Develop a schedule and milestones for the accomplishment of the duties outlined and subject to the approval of the Board of Trustees.
(f)Have signatory authority over funds approved by the Budget and Finance Committee and the Treasurer. Non-budgeted spending must be approved by the Board.
(g)Perform other duties as required by the board of Trustees.
Section 5.03. Contract and Performance Measurement.
The executive Director shall be hired on an annual contract. The contract shall be renewable annually and shall be based upon acceptable performance and meeting of the yearly goals and objectives agreed upon by the President and the Board of Trustees.
Section 5.04. Removal for Cause.
The Executive Director may be removed for cause. Cause includes, but is not limited to, consistent failure to meet stated goals and objectives, conduct or statements detrimental to FBWM and conflicts of interest.
Section 5.05. Hiring of Staff, Consultants, and Part Time Employees.
The Executive Director shall hire staff positions for FBWM after the job descriptions; proposed compensation and budget for the positions are approved by the Board of Trustees.
The Executive Director shall contract for consultants and other part-time help after obtaining Board approval for the work to be performed and the funds budgeted. He or she shall be responsible for evaluating performance of all employees and consultants in writing to the Board.
Section 5.06. Conflicts of Interest
The executive Director position will be a full-time position with the appropriate compensation once operations of FBWM justify full-time status. The Executive Director shall have no conflicting business interests. FBWM shall do no business with companies in which the Executive Director holds any financial interest.
ARTICLE VI
COMMITTEES OF THE BOARD OF TRUSTEES
Section 6.01. Standing Committees.
The Board of Trustees shall have the shall have the following standing committees:
(a)Budget and Finance Committee.
(b)Election Committee.
Section 6.02. Budget and Finance Committee.
This committee shall consist of the Treasurer, the Executive Director and the Trustee appointed by the Board, and shall be chaired by the Treasurer.
Duties of the committee shall include:
(a)Advise the board of Trustees regarding the finances.
(b)Develop and approve the yearly budget.
(c)Perform quarterly reviews of the budget and approve changes required to meet the goals and objectives.
(d)Review and approve the accounting and financial system established by the Executive Director and his or her staff.
(e)Make recommendations for the selection of outside accountants.
(f)Make recommendations to the Board on investment of funds.
(g)Perform other duties in connection with finances as required.
Section 6.03. Election Committee.
The Election Committee shall consist of at least three (3) members and shall be chaired by the Vice President with two (2) additional non-officer members of the board of Trustees as appointed by the board.
The duties of this committee are to select candidates for the offices of President, Vice President, Secretary and Treasurer and nominees for election to the board. The candidates for the office are to be presented to the board at the quarterly meeting prior to the general membership meeting.
ARTICLE VII
DISSOLUTION
Section 7.01. Dissolution.
FBWM shall use its funds only to accomplish the objectives and purpose specified in these Bylaws and no part of FBWM funds shall be distributed to Members. Upon dissolution of FBWM, funds and/or assets remaining shall be distributed to such other non-profit corporations or organizations at the Board of Trustees determines are in need of such funds and/or assets provided their tax-exempt status is verified.
ARTICLE VIII
RULES OF ORDER
Section 8.01. Rules of Order.
The rules contained in the latest edition of Robert's Rules of Order shall govern the conduct of meetings of FBWM in cases where applicable and where consistent with these Bylaws.
ARTICLE IX
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 9.01. Contracts.
The Board of Trustees may authorize any officer or officers, agent or agents of FBWM, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name or and on behalf of FBWM, and such authority may be general or confined to specific instances.
Section 9.02. Checks, Drafts, etc.
All checks, drafts, orders for the payment of money, notes, or other evidence of indebtedness issued in the name or FBWM shall be signed by such officer or officers, agent or agents of FBWM an in such manner as shall from time to time be determination of the Board of Trustees, such instrument shall be signed by the Executive Director.
Section 9.03. Deposits.
Funds of FBWM shall be deposited from time to time to the credit of FBWM in such banks, trust companies or other depositories as the Board of Trustees may designate.
Section 9.04. Gifts.
The board of Trustees may accept, on behalf of FBWM, any contribution, gift, bequest or devise for the general purposes or for any special purpose of FBWM.
ARTICLE X
BOOKS AND RECORDS
Section 10.01. Books and Records.
FBWM shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of the Board of Trustees.
ARTICLE XI
FISCAL YEAR
Section 11.01. Fiscal Year.
The fiscal year of FBWM shall be the twelve (12) month period ending on the last day of December.
ARTICLE XII
WAIVER OF NOTICE
Section 12.01. Waiver of Notice.
Whenever any notice is required to be given under the provisions of Law, or the Articles of Incorporation or the Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII
AMENDMENTS TO BYLAWS
Section 13.01. Amendments to Bylaws.
These Bylaws may be altered, amended or repealed or repealed and new Bylaws may be adopted by a two-thirds (2/3) of the Board of Trustees present at any regular meeting or at any special meeting so long as notice of the proposed change is given to the Board of Trustees in the notice of such regular or special meeting.
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