AMENDED AND RESTATED BYLAWS OF SHELTER THE HOMELESS, INC. a Utah Nonprofit Corporation April 25, 2017
TABLE OF CONTENTS Page ARTICLE I OFFICES... 4 ARTICLE II PURPOSE 4 ARTICLE III BOARD OF DIRECTORS Section 1. Number and Term of Directors 4 Section 2. Removal of Directors... 5 Section 3. Vacancies 5 Section 4. Action by Written Consent. 5 Section 5. General Powers and Duties. 5 Section 6. Power to Make Bylaws 6 Section 7. Power to Elect Officers... 6 Section 8. Power to Appoint Other Officers and Agents. 6 Section 9. Delegation of Powers... 6 Section 10. Power to Appoint Executive Committee. 6 Section 11. Power to Require Bonds.. 6 Section 12. Annual and Quarterly Meetings... 7 Section 13. Special Meetings of the Board of Directors. 7 Section 14. Place of Meeting.. 7 Section 15. Notice of Meeting 7 Section 16. Waiver of Notice.. 7 Section 17. Informal Action by Directors 7 Section 18. Quorum of Directors. 8 Section 19. Order of Business at Annual Meeting. 8 Section 20. Presumption of Assent. 8 ARTICLE IV EXECUTIVE COMMITTEE Section 1. Power to Appoint Executive Committee.. 8 Section 2. Meetings of the Executive Committee.. 8 Section 3. Report to Board of Directors and Ratification.. 9 ARTICLE V ADVISORY BOARDS. 9 Section 1. Stakeholder Advisory Board. 9 ARTICLE VI OFFICERS Section 1. Number 9 Section 2. Election and Term of Office... 9 Section 3. Removal.. 9 Section 4. Vacancies 10 Section 5. The President.. 10 Section 6. Executive Director.. 10 1. Tenure 2. General Responsibilities 2
3. Administrative Responsibilities Section 7. Secretary and Treasurer.. 11 Section 8. Other Officers. 11 Section 9. Salaries 11 ARTICLE VII CONTRACTS, LOANS, CHECKS AND DEPOSITS Section 1. Contracts.. 11 Section 2. Loans 12 Section 3. Checks, Drafts, Etc.. 12 Section 4. Deposits.. 12 ARTICLE VIII INDEMNIFICATION. 12 ARTICLE IX FISCAL YEAR 12 ARTICLE X AMENDMENT OF BYLAWS Section 1. Amendment by Board of Directors 13 Section 2. Prohibited Amendments.. 13 ARTICLE XI MISCELLANEOUS Section 1. Administrator.. 13 Section 2. Committees. 13 Section 3. Interpretation 13 3
AMENDED AND RESTATED BYLAWS OF SHELTER THE HOMELESS, INC. a Non-Profit Corporation ARTICLE I OFFICES The principal office of the Corporation shall be located at 2001 S. State Street, Salt Lake City, Utah 84114. The Corporation may have such other offices within the State of Utah or elsewhere as the Board of Directors may designate or as the business of the Corporation may from time to time require. PURPOSES ARTICLE II The purposes of this corporation are as set forth in its Articles of Incorporation. ARTICLE III BOARD OF DIRECTORS Section 1. Number and Term of Directors. The business, property and affairs of this Corporation shall be managed by a Board of Directors composed of not less than three (3) nor more than fifteen (15) persons, the exact number at any particular time to be determined by the Board of Directors (said persons being hereinafter sometimes collectively referred to as the Board or Directors, and individually as a Director ). The members of the Board of Directors shall have a term of office of three (3) years and until successor Directors are duly elected and qualified, or until removal, death or resignation, with the terms of office of the Directors to be staggered so that appropriately one-third (1/3) of the Directors are elected each year. An individual is eligible to serve as a Director for up to four (4) consecutive terms, at which point such individual shall not be eligible to serve as a Director during the one year period following such period; provided that this limit shall not cause a political official named below to cease service as a Director during his or her term of political office. The foregoing is not intended to limit an individual s ability to serve non-consecutive terms. A person may not be named a Director without his or her consent. Each Director may hold office until his or her successor is qualified and elected. Provided, however, that Lieutenant Governor of the State of Utah, the Salt Lake County Mayor, and the Mayor of Salt Lake City shall each serve as a Director upon his or her consent, such service to be during his or her term of political office. 4
In addition, when evaluating nominees for Directors, consideration shall be given to representatives of municipalities wherein homeless shelters or services are located, as well as to representatives from healthcare, philanthropy, faith-based organizations, housing development, and the general business community; provided that a Trustee is not required to be such a representative. Section 2. Removal of Directors. Any Director or Directors of the Corporation may be removed from office with or without cause and for any reason, as decided upon by a majority of the Directors at any meeting of the Directors called for such purpose. Section 3. Vacancies. Vacancies in the Board of Directors may be filled by election by a majority of the remaining Directors. Each person so elected to fill a vacancy shall remain a Director until removed or his or her successor has been elected by the Board of Directors who may make such election at the next Annual or Quarterly Meeting or at any Special Meeting duly called for that purpose and held prior thereto. Section 4. Action by Written Consent. If and when a majority of the Directors shall consent in writing to any action to be taken by the Corporation, such action shall be as valid a corporate action as though it had been authorized at a meeting of the Governing Board. Written consent may be granted in person or electronically, including via email, provided that such communication is expressly designated for that purpose. Section 5. General Powers and Duties. The Board of Directors shall have the complete and exclusive care, custody, and control of the Corporation s properties and shall exercise all of the corporate powers subject to the provisions of the laws of the State of Utah, the Articles of Incorporation, and the Bylaws. The entire management of the Corporation, its affairs and its properties and assets, is vested exclusively in the Board of Directors. The Board of Directors shall have the power to decide finally and to effectuate and perform decisions of the Directors regarding to whom, and in what amounts, and at what times, and under what conditions, payments and distributions shall be made in furtherance of the purposes of this Corporation; accordingly, the Board of Directors shall make such contributions, payments and distributions of the Corporation s properties, assets, and income as may be decided upon from time to time by a decision of the majority of the Board of Directors as contained in its minutes; further, in lieu of making contributions, payments and distributions in the form of cash monies, the purposes of this Corporation may be accomplished by distribution of the Corporation s properties in kind, or the Board may as it sees fit, undertake the accomplishment of the purposes such as undertaking projects, establishing scholarships or similar funds, grants, cultural and educational trips or maintaining scientific research and studies, etc., but all nevertheless strictly of the type permitted under the Articles of Incorporation and the Bylaws. The Board of Directors shall have the power, if the Board should so decide, to appoint a corporate trustee to receive, manage, hold, invest and disburse the funds and/or properties or assets of the Corporation, subject to the control and decision of the Board in exercising its powers pursuant to the immediately preceding paragraph hereof; and in these connections, the Board may enter into a contract or agreement with such corporate trustee containing the various 5
terms and conditions covering such relationship, including but not restricted to the powers and duties of the corporate trustee. The Board of Directors shall have the power to pay salaries or other compensation to officers (except if they are also Directors) for personal services actually rendered by them, but such salaries or compensation shall not be in excess of a reasonable allowance for such personal services rendered by such officers. No Director shall receive any compensation or other remuneration for serving as a Director. Notwithstanding anything herein to the contrary, it is strictly understood and agreed that the Board of Director s powers, prerogatives, duties and responsibilities shall be vested in them and shall be exercised by them strictly in a fiduciary capacity to carry out, perform, and accomplish the pursuits and objects of this Corporation, and their powers are expressly limited so as to do no thing nor accomplish any act which would be in contravention or derogation of the pursuits and objects as stipulated above. Section 6. Power to Make Bylaws. The Board of Directors shall have power to make and alter any Bylaw or Bylaws, including the fixing and altering of the number of Directors, provided that the Board shall not make or alter any Bylaw or Bylaws fixing the qualifications, classifications or term of office of any member or members of the then existing Board. Section 7. Power to Elect Officers. The Board of Directors shall select a President and an Executive Director. Each of the President and Executive Director shall have general supervision over the business and affairs of the Corporation. In addition to the foregoing, the President shall serve as Chair of the Governing Board. Assistants to officers may be appointed and such assistants need not be Trustees. Section 8. Power to Appoint Other Officers and Agents. The Board of Directors shall have power to appoint such other officers and agents as the Board may deem necessary for transaction of the business of the Corporation. Assistants to officers may be appointed and such assistants need not be Trustees. Section 9. Delegation of Powers. For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board of Directors may delegate all or any of the powers and duties of any officer to any other officer or Director, but no officer or Director shall execute, acknowledge or verify any instrument in more than one capacity. Section 10. Power to Appoint Executive Committee. The Board of Directors shall have power to appoint by resolution an executive committee composed of three (3) or more Directors who, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the business of the Corporation between meetings of the Board, and otherwise as may be specified by the Board of Directors. Section 11. Power to Require Bonds. The Board of Directors may require any officer or agent to file with the Corporation a satisfactory bond conditioned upon the faithful performance of his duties. 6
Section 12. Annual and Quarterly Meetings. The Annual Meeting of the Governing Board shall be held each year for the purpose of electing a Board of Directors and for the transaction of such other business as may come before the Board. The Board of Directors shall also meet on a quarterly basis for the purpose of conducting such business as may come before the Board. If for any reason, the Annual Meeting or a Quarterly meeting shall not be held on the day hereinbefore designated, such meeting may be called and held as a Special Meeting, and the same proceedings may be had thereat as at an Annual Meeting; provided, however, that the notice of such meeting, shall be the same as hereinafter required for such meeting, namely, not less than five (5) days notice. Section 13. Special Meetings of the Board of Directors. Special meetings of the Board of Directors may be called by the President, or by the Executive Director or any three (3) or more Directors, upon written notice thereof, signed by the President, or by the Executive Director, or by any such three (3) Directors. No business not mentioned in the notice shall be transacted at such meeting unless a majority of the Directors agree to the transaction of such business. Section 14. Place of Meeting. Any or all meetings of the Board of Directors of this Corporation may be held within or outside of the State of Utah. Section 15. Notice of Meeting. Written or printed notice stating the place, day, and hour of the meeting, and in case of a Special Meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five (5) days nor more than sixty (60) days before the date of the meeting, either personally or by mail or email, by or at the direction of the President, or the persons pursuant to Section 13 calling the meeting, to each Director. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director at his or her address as it appears on the records of the Corporation, with postage prepaid. If delivered by private carrier, such notice is deemed delivered upon deposit with the carrier. If transmitted by facsimile or electronic transmission such notice shall be deemed to be given when the transmission is complete. Section 16. Waiver of Notice. Notice of the time, place, and purpose of any meeting of the Board of Directors may be waived by writing, including email, either before or after such meeting has been held. 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 is not lawfully called or conveyed. Section 17. Informal Action by Directors. Any action required to be taken at a meeting of the Directors or the corporation or any other action which may be taken at a meeting of the directors or of a committee thereof, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed, in person or electronically, by a majority of the Directors, or all of the members of the committee, as the case may be. Such consent shall have the same legal effect as a majority vote of the Directors or all members of the committee. 7
Section 18. Quorum of Directors. A majority of the Directors shall constitute a quorum for the transaction of business of the Corporation, but a lesser number may adjourn from time to time without notice other than an announcement at the meeting, until a quorum shall attend. 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 19. Order of Business at Annual and Quarterly Meetings. The order of business at Annual (in such case in addition to the election of Directors) and Quarterly meetings shall be determined by the President, in consultation with the Executive Director. Board members may request items for inclusion on the agenda for Board meetings. Questions of order shall be decided by the President or Executive Director. The President shall lead meetings of the Board. If the President is absent from any meeting of the Board, then the President shall designate in writing in advance one other member of the Board to preside. If the President is unable to make or has not made such a designation, the Executive Director may choose another member of the Board to serve as presiding officer for that meeting. Section 20. Presumption of Assent. A Director of the Corporation 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 shall be entered into the minutes of the meeting or unless he shall file his written dissent to such action with the President or Executive Director before the adjournment thereof or shall forward such dissent by Registered Mail to the President or Executive Director 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. ARTICLE IV EXECUTIVE COMMITTEE Section 1. Power to Appoint Executive Committee. A majority of the Board of Directors shall have power to appoint by resolution an Executive Committee composed of the President, and any additional Directors selected by the Board, such Executive Committee to be composed of not less than a total of three (3) Directors. The Executive Committee shall, to the extent provided in such resolution, have and exercise the authority of the Board of Directors in the management of the business of the Corporation between meetings of the Board and otherwise as may be specified by the Board of Directors. Section 2. Meetings of the Executive Committee. Meetings of the Executive Committee may be called by the President, or any two or more members of the Executive Committee upon written notice thereof, signed by the President or Executive Director, who shall notify each member of the Executive Committee at least five (5) days in advance of the holding of such meeting. No business not mentioned in the notice shall be transacted at such meeting unless all Executive Committee members are present and agree to the transaction of such business. Notice of the time, place and purpose of any meeting of the Executive Committee may be waived in writing either before or after such meetings has been held. 8
Section 3. Report to Board of Directors and Ratification. Any business transacted by the Executive Committee shall be reported by said Executive Committee at the next subsequent meeting of the Board and shall be ratified at such meeting. ARTICLE V ADVISORY BOARD S The Board of Directors may establish by resolution an Advisory Board or Boards to consist of individuals for the purpose of furthering the purposes of the corporation. Any Advisory Board shall have no administrative duties or authority, but shall make recommendations to the Board of Directors for its consideration. Members of any Advisory Board shall serve for terms established by the Board of Directors. The Board of Directors may arrange to meet with an Advisory Board at least once a year. There may be a Chair of any Advisory Board appointed. Section 1. Stakeholder Advisory Board. The Corporation may convene an advisory board comprised of stakeholders in the homeless service system (heretofore named Collective Impact on Homelessness Steering Committee ), whose purpose is to ensure providers work collaboratively toward adopted shared outcomes. The advisory board s functions may include advising the Board of Directors on establishing high level operating and reporting criteria, advising on the creation of operating and lease contracts that reflect those criteria, reporting on outcomes, and other functions as assigned or designated by the Board of Directors. ARTICLE VI OFFICERS Section 1. Number. The Officers of the Corporation shall be the President, who also functions as the Chair of the Board of Directors, the Executive Director, and any other officer elected by the Board of Directors. Section 2. Election and Term of Office. The President, the Executive Director, and any other Officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the Annual Meeting. Each Officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death, or until he or she shall resign or shall have been removed in the manner hereinafter provided. Section 3. Removal. Any Officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. 9
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Section 5. The President. The President shall serve as Chair of the Board of Directors and shall manage the activities of the Board. When present, the President shall preside at all meetings of the Board of Directors. If the President is absent from any meeting of the Board, then the President shall designate in writing in advance one other member of the Board to preside. If the President is unable to make or has not made such a designation, the Executive Director may choose another member of the Board to serve as presiding officer for that meeting. The President shall in general, together with the Executive Director, supervise and control all of the business and affairs of the Corporation, subject to the control of the Board of Directors. The President may sign any deeds, leases, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The President shall, with the advice of the Executive Directors and Board of Directors, appoint all Standing Committees and Special Committees. The President may be an ex officio member of all Committees and shall exercise general supervision over the work of all Committees in order to assure that the objectives of the Corporation are executed in the best possible manner. Section 6. Executive Director. The Executive Director shall in general, together with the President, supervise and control all of the business and affairs of the Corporation, subject to the control of the Board of Directors. The Executive Director may sign any deeds, leases, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other Officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The Executive Director shall be an ex officio member of all Committees and shall exercise general supervision over the work of all Committees in order to assure that the objectives of the Corporation are executed in the best possible manner. 1. Tenure. The Executive Director shall be employed by the Board of Directors for whatever term the Board deems appropriate. The Executive Director may be removed by the Board at any time, with or without cause, but removal shall not affect the contract rights, if any, of the Executive Director. 2. General Responsibilities. The Executive Director shall: (a) Develop a strategy for achieving the mission, goals and objectives of the Corporation, and present the strategy to the Board of Directors for approval; (b) Prepare and submit annual reports to the Board for approval; (c) Determine the staff needed to effectively carry out the Corporation s mission, goals and objectives; (d) Oversee the hiring and termination of all staff; (e) Either directly or by delegation manage all staff functions; 10
(f) With the President, act as the spokesperson for the Corporation; (g) Perform all functions as usually pertain to the office of Chief Executive Officer. 3. Administrative Responsibilities. The Executive Director shall ensure that the administrative responsibilities of the Corporation are carried out on behalf of the Board o Directors. The Executive Director may assign or designate staff or volunteers to carry out such responsibilities, including but not limited to the following: (a) Keep minutes of the meetings of the Board of Directors and Executive Committee; (b) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) Be custodian of the records of the Corporation; (d) Keep a current register of the contact information of each Director, including mailing address, email address and phone number. (e) Report to the Board of Directors on the financial status of the Corporation when called upon to do so by the Board of Directors, at least annually; (f) Receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws. Section 7. Secretary and Treasurer. If required by the Board of Directors, Secretaries and Treasurers may be selected by the Board of Directors to perform duties incident to their respective offices and other duties as may be assigned by President, the Board of Directors or the Executive Director. Such officers may or may not be members of the Board of Directors. Section 8. Other Officers. The Board of Directors may appoint other officers if necessary and desirable. Such other officers shall perform all of the duties incident to their offices and such other duties as from time to time may be assigned by the President, the Executive Director, or the Board of Directors. Such officers may or may not be members of the Board of Directors. Section 9. Salaries. The salaries, if any, of the Officers shall be fixed from time to time by the Board of Directors and an Officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the Corporation. ARTICLE VII CONTRACTS, LOANS, CHECKS AND DEPOSITS Section 1. Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation, and such authority may be general or confined to specific instances. 11
Section 2. Loans. No loans shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time be directed and determined by resolution of the Board of Directors. Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. ARTICLE VIII INDEMNIFICATION Any 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 (including actions by or in the right of the Corporation), by reason of the fact that he or she is or was a Director, officer, employee, or agent of the Corporation, shall be indemnified by the Corporation against expenses incurred in connection with such action, suit, or proceeding. Expenses must be actually and reasonably incurred, and shall include attorney s fees, judgments, finds, and amounts paid in settlement. The individual indemnified must have acted in good faith and in a manner he or she reasonably believed in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a please of nolo contendere, or its equivalent, shall not, of itself, create a presumption that a 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 the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Any indemnification (unless ordered by a court) shall be made by the Corporation only as authorized by in the specific case upon the determination that the indemnification of the Director, officer, employee, or agent is proper because he or she has met the applicable standard of conduct set forth above. Such determination shall be made by a majority of the Board of Directors. ARTICLE IX FISCAL YEAR The fiscal year shall be the year beginning on the 1 st day of January, and ending on the last day of December of each year. 12
ARTICLE X AMENDMENT OF BYLAWS Section 1. Amendment by Board of Directors. These Bylaws may be amended, altered, changed, added to, or repealed by an affirmative vote of a simple majority of the Board of Directors at any regular or special meeting of the Board or by written consent of a simple majority of the Board of Directors, if notice of the proposed action be contained in the notice of the meeting. Section 2. Prohibitive Amendments. The Board of Directors shall not be permitted to amend the Bylaws contrary to the provisions of the Articles of Incorporation. ARTICLE XI MISCELLANEOUS Section 1. Administrator. The Board of Directors may carry out through an Administrator any of its functions which are properly the subject of delegation and which are so delegated. Section 2. Committees. The President, with the advice of the Executive Director or Board of Directors, may appoint such standing and special Committees as may be desirable to facilitate the work and responsibilities of the Corporation. The President, with the advice of the Executive Director or Board of Directors, shall define the duties of each such Committee and fix the duration of its activities. The President may discharge any Committee Chair or Committee member who fails to carry out the responsibilities of his appointment. Section 3. Interpretation. The captions which precede the various portions of these Bylaws are for convenience only and shall in no way affect the manner in which any provision thereof is construed. Whenever the context so requires, the singular shall include the plural, the plural shall include the singular, the whole shall include any part thereof, and any gender shall include both genders. The invalidity or unenforceability of any provision contained in these Bylaws shall not affect the validity or enforceability of the remainder hereof. 13