BYLAWS OF ATHEISTS OF UTAH
(Adopted June 22, 2013)
ARTICLE I - Name
The name of this organization shall be Atheists of Utah, organized under the laws of the State of Utah as a non-profit corporation. The principal office of the corporation will be at such place in the State of Utah as may be fixed from time to time by the Board of Trustees (the “Board”).
ARTICLE II – Purposes
The purpose of Atheists of Utah is to create a community for nontheists (atheists, agnostics, skeptics, humanists, freethinkers, etc.) and promote non-theism by various educational and charitable means including but not limited to:
regular meetings open to members of Atheists of Utah and the general public;
dissemination of materials pertaining to non-theism, the history of non-theism versus established religion, and church/state separation issues in the United States and the State of Utah;
non-theistic moral and ethical philosophy;
and serving the larger community through service projects and other forms of outreach.
ARTICLE III – Membership and Voting
Section 1. Membership
Any person, 18 years of age or greater, or a minor with parental consent, who supports the purposes of Atheists of Utah may become a member of Atheists of Utah by completing a membership application and paying annual membership dues. Membership shall expire on the date that is the later of (i) one year from the date from a member’s initial payment of annual membership dues, or (ii) following payment of a member’s renewal payment of annual membership dues, one year following the date on which such membership would have expired absent renewal (the “Expiration Date”). The terms, privileges and requirements of membership, including, without limitation, the amount of annual membership dues, shall be established by the Board from time to time.
Section 2. Voting
All members in good standing shall be entitled to vote on any matter on which a vote of the members is held, either by written ballot, at a meeting of the members called for such purpose or by any other means permitted by applicable law; provided, however, that (i) in order to vote at a meeting, a member must attend the meeting in person, (ii) in order to vote by written ballot, a member must return a completed written ballot on or before any deadlines specified therein, and (iii) in order to vote on any matter, a member must have been a member for at least 60 days before the date of the meeting at which the vote on such matter is taken or the deadline for voting on such matter by written ballot or other permissible means, as the case may be.
Section 3. Termination of Membership
(a) A member may terminate membership at any time upon written request to any member of the Board. (b) Each membership that is not renewed prior to its Expiration Date shall terminate on such Expiration Date. (c) The Board may terminate the membership of any member if it determines, in its sole discretion, that such member has engaged in conduct unbecoming a member or has demonstrated disagreement with or engaged in activities contrary to the purposes of Atheists of Utah. (d) The Secretary shall remove a member’s name from the membership roll upon termination of membership. In no event shall any membership dues or other donations by a member be refunded upon termination of membership.
ARTICLE IV - Meetings
Section 1. Annual Elections
Annual elections of members of the Board will be held to fill vacancies on the Board resulting from the expiration of the term of service, resignation or removal of one or more Board members, or from an increase of the size of the Board. Such elections shall be held at the Annual Meeting unless the Board determines, in its sole discretion, to hold such election via written ballot in the month prior to the month in which the Annual Meeting is held.
Section 2. Annual Meeting
An Annual Meeting of members shall be held in May, June or July of each year. If the annual election of Board members was done by written ballot in the month prior to the Annual Meeting, newly elected Board members will be introduced at the meeting. Otherwise, the annual election of members of the Board will occur at the Annual Meeting.
Section 3. Special Meetings
Special Meetings of members may be called at any time by the Board.
Section 4. Notice of Meetings
Notice of any meeting shall be provided to all members at least ten but no more than sixty days prior to the meeting. Notices shall contain an agenda of the items of business to be transacted. Additional items of business may be transacted provided that two-thirds of the members present and voting approve the consideration of those items. Notice maybe provided (i) by publication in any newsletter distributed to members by Atheists of Utah, (ii) at any gathering under Atheists of Utah auspices, (iii) by electronic mail or by First Class U.S. Postal Mail, or (iv) by any other method deemed to be fair and reasonable by the Board of Trustees and permitted by applicable law.
Section 5. Conduct of Business
The members present and entitled to vote at any annual or special meeting shall constitute a quorum. When a quorum is present, the vote of a majority of those present and voting at such meeting is necessary to approve any matter voted upon by members at such meeting. If a matter is to be voted upon by the members via written ballots without a meeting, the number of votes cast by written ballot shall constitute a quorum and the matter will be approved upon the vote of a majority of the votes cast by written ballot.
ARTICLE V - Board of Trustees, Officers and Responsibilities
Section 1. Board of Trustees
The Board shall consist of three or five members. Members of the Board shall be members of Atheists of Utah in good standing and shall serve staggered three-year terms. A member of the Board may serve multiple terms. A member of the Board will serve until the earlier of (i) the end of such Board member’s three-year term, (ii) the resignation or death of such Board member or (iii) such time as the Board votes to remove such Board member. The Board may remove a Board member from the Board (i) following such Board member’s absence from two consecutive Board meetings, (ii) if such Board member has engaged in conduct unbecoming a member or has demonstrated disagreement with or engaged in activities contrary to the purposes of Atheists of Utah or (iii) upon termination of such Board member’s membership in Atheists of Utah. The remaining members of the Board may appoint a person to fill any vacancy on the Board. A Board member so appointed will serve until the next annual election of Board members, at which members of Atheists of Utah shall elect a Board member to serve the remaining term of office, if any.
Section 2. Governance
The Board shall govern the affairs of Atheists of Utah. The Board shall hold regular meetings at least once per year to address governance of Atheists of Utah and more frequently, if necessary. If any two members of the Board request that a Board meeting be held, the President shall call a meeting. The Board shall elect its officers at the first regular meeting of the Board held following the Annual Meeting of the membership. Notice of Board meetings shall be timely provided to members of the Board. The Board may appoint individuals or committees and delegate to them the responsibility for carrying out any function specified by the Board.
Section 3. Officers and Responsibilities
Officers of the Board shall consist of a President, Vice-President, Treasurer and Secretary. The President shall preside at meetings, execute documents on behalf of the Atheists of Utah and perform any duties that usually apply to such an office. The Vice-President shall perform the duties of the President at the request of, or during the absence or incapacity of, the President. The Treasurer shall maintain the financial records of Atheists of Utah and shall prepare an annual financial report for the Board to be reviewed at the first meeting of the Board following the end of the fiscal year. The Secretary shall maintain minutes of annual membership meetings and of meetings of the Board of Trustees, the membership roll and any other records of Atheists of Utah and cause notice of any meetings of the Atheists of Utah to be provided to all members and notice of Board meeting to Board members.
ARTICLE VI - Dissolution
Dissolution of Atheists of Utah may occur by taking the actions required by Part 14 of the Utah Revised Nonprofit Corporation Act, as the same may be amended or replaced from time to time. In case of dissolution, all of the assets of the Atheists of Utah, after all just claims upon it have been paid, shall be conveyed to any organization eligible to receive them, at the direction of the Board.
ARTICLE VII - Amendments
These by-laws may be amended by the Board or by vote of the members.