Bylaws

Approved: 7/21/2020

Article I: Name of Corporation

A. High Bonanza Community Access

Article II: Purposes and Powers

A. Purposes of Corporation: This not for profit corporation has been incorporated in the State of Utah as a non-stock corporation under Utah Code, Chapter 6a; Utah Revised Nonprofit Corporation Act. The Corporation is organized and operated exclusively for snow removal, grooming and summer road maintenance; to engage in activities related to the aforementioned purposes; to invest in, receive, hold, use, and dispose of property as may be necessary or desirable to carry into effect the aforementioned purposes; provided, however, that all of the above purposes are within the meaning of section 501(c)(3), regulations promulgated thereon and interpretations thereon, as amended, or the corresponding provisions of any future United States Internal Revenue law. Specifically, the corporation has been formed to act as an independent service provider for the community of Brighton Estates (the terms “Community” or “Brighton Estates” shall hereafter be deemed to include all metes & bounds properties adjoining the Brighton Estates subdivision as well as the Girl Scouts of America property (GSA)), its property owners and their assignees, to provide improved access  via snow removal, snow grooming services, and summer road improvement in Summit and Wasatch Counties, Utah, and by engaging in activities consistent with its mission, as set forth in Article II C.

B. Powers: The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the not-for-profit purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.

C. Mission: To provide and maintain access for Brighton Estates property owners, their guests and assignees by providing winter snow removal for the permitted sections of SR224, Guardsman Pass Rd. and Y intersection parking area (junction of SR224 and SR222), as well as winter grooming and summer road maintenance throughout the entire Brighton Estates subdivision. 

D. Funding and Provision of Services: The Corporation shall endeavor to sell access gate keys as a means to fund snow removal, grooming, road repair, and maintenance as well as any activities related to the support of these objectives. This includes any expenses incurred by the day-to-day operation of the Corporation in the pursuit of achieving its stated mission. The key price shall be set by the Board of Directors on an annual basis after thorough review of the previous year's budget, status of the respective reserve fund(s), and overall fiscal well-being of the Corporation. Sale of keys to individuals who do not own or rent property, or to the general public shall not be permitted. The Board of Directors retains designated authority to provide keys for special purpose uses as approved by the Board of Directors.

E. Solicitation and Receipt of Gifts: The Corporation shall seek gifts, contributions, donations and bequests (generally called “gifts” in these bylaws) for its purposes. The Corporation specifically encourages unrestricted gifts whose principal and/or income from the unrestricted gifts may be used for the Corporation’s purposes at the discretion of the Board of Directors of the Corporation. The Board of Directors will accept gifts for a restricted or otherwise designated purpose if such restriction is determined by the Board of Directors to be acceptable or otherwise conforms with these Bylaws and any other guidelines established by the Board of Directors for such restricted gifts.

F. Non-discrimination: The Corporation shall not directly or indirectly discriminate against any person or organization by reason of race, gender, age, religion, disability, national origin, ancestry, marital status or sexual orientation.

ARTICLE III: MEMBERSHIP

A. The Corporation shall have no members but shall be managed by its Board of Directors as set forth in Article IV of these Bylaws. However, active key-holders in good standing shall be entitled to receive communications and updates regarding the policies, procedures and financial standing of the corporation on a quarterly basis. Key-holders may occasionally be requested to submit input upon activities proposed by the Board of Directors. Key-holder input shall be used, at the discretion of the Board of Directors, to facilitate the collection of information pertinent to quality control and to aid in the decision making process relevant to the accomplishment of the corporation’s stated objectives.

ARTICLE IV: BOARD OF DIRECTORS

A. General Powers: Subject to the limitations of the Articles of Incorporation of the Corporation, these Bylaws, and the laws of the State of Utah.The property, affairs and all other corporate powers of the Corporation shall be governed by its Board of Directors.

B. Duties: Without limiting the broader duties of the Board of Directors, specific duties of the Board of Directors include the following: ensure that the goals and objectives of the Corporation are implemented; evaluate and monitor all programs; develop programs and activities that promote the purpose of the Corporation; select, supervise, evaluate and, if necessary, discharge any Officer, Employee/Agent; establish governance, program, personnel, financial, and development policies; approve annual budget; monitor finances; ensure that adequate resources are available to the Corporation; authorize all legal documents; and present an annual report at the annual meeting.

C. Number, Election, Tenure, Qualifications: The number of Directors shall be at least three (3) but not more than five (5). The Directors shall be elected or re-elected, as the case may be, each year by the Board of Directors at the annual meeting or at such other meetings as shall be called for that purpose. Except as provided in these Bylaws, each Director shall be elected and serve a two-year (2-year) term or until such Director’s death, resignation, or removal. Directors in good standing shall be eligible to serve no more than three (3) consecutive terms. To be qualified as a Director, the person must be a property owner or tenant of a property owner with a valid lease agreement and be a resident of the State of Utah.

D. Classes of Directors: The Board of Directors shall consist of two classes of Directors: A and B and the number in each shall not be less than one nor more than three, with the intent to stagger election times to preserve continuity. The Directors in Class A are to serve through September of even-numbered years; the Directors in class B are to serve through September of odd-numbered years. The first class of Directors elected in Class B shall serve until September, 2021 and may be re-elected to the Board of Directors, if they remain qualified. After the first year of operations, each class of Directors shall be elected for a two-year term.

E. Ex Officio Directors: The Board of Directors may elect ex officio Board Directors. Ex officio Board Directors do not have voting rights at Board meetings and shall not be counted toward a quorum or toward the total number of Board Directors serving. Ex officio Board Directors may be elected for a one- or two-year term.

F. Annual Meeting: An annual meeting of the Board of Directors shall be held at the principal office or a designated location to be determined by the Board of Directors each year for the purpose of electing the Board of Directors and the Officers of the Corporation, and the transaction of such other business as may properly come before the meeting. In the event of failure, through oversight or otherwise, to hold the annual meeting of Directors in any year, the meeting, upon waiver of notice or upon due notice, may be held at a later date.

 G. Other Regular Meetings: Other regular meetings of the Board of Directors shall be held at least two times per year, or as needed at such place, time, and upon such notice as the Board of Directors may determine, within its discretion, to review the progress of the Corporation.

H. Special Meetings: Special meetings of the Board of Directors for any purpose or purposes may be called at the request of the President of the Board of Directors, or if the President is absent or is unable or refuses to act, by the Vice President, or upon the written request of a majority of the Directors. Special meetings must be preceded by at least two (2) days’ notice to each Director of the date, time and place of the meeting.

I. Quorum; Action of Directors: A majority of the Board of Directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. A Director may attend any meeting of the Board of Directors through use of a telephone conference or other communications equipment so long as each participant can hear simultaneously and receive and send written information simultaneously with every other participant in the meeting. No action may be taken at a regular or special meeting of the Board of Directors unless a quorum is present, except that the Directors present may adjourn the meeting.

J. Proxies. There shall be no proxies: At any meeting of the Board of Directors, a Director shall vote in person by voice, hand, or paper and/or electronic device.

K. Manner of Acting: The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these bylaws.

L. Removal: Any Director may be removed from office with or without cause by a majority vote of the Boardof Directors . If a Director is proposed to be removed, all Directors shall receive, in writing, notice of the proposed removal at least seven (7) days prior to the meeting. The Director proposed to be removed shall be entitled to at least seven (7) days’ notice in writing by mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

M. Resignation: Any Director may resign from the Board of Directors at any time by giving written notice to the Secretary of the Board of Directors, who shall advise the Board of Directors of such resignation. Such resignation shall take effect at the time specified in the resignation or, if no time is specified, then upon receipt of the resignation by the Secretary; and, unless otherwise specified in the resignation, the acceptance of such resignation shall not be necessary to make it effective.

N. Vacancies: Vacancies in the Board of Directors occurring for any reason, including an increase in the authorized number of Directors, may be filled by a vote of a majority of the Directors then in office, even though less than a quorum. Each Director so elected shall hold office for the unexpired portion of the term such Director was elected to fill or until such Director’s successor is elected and qualified, or until such Director’s death, resignation, or removal.

 O. Compensation: No Director shall receive any remuneration for services as a Director. When authorized by the Board of Directors, however, reimbursement may be made for travel or other out-of-pocket expenses incurred in discharging official duties as prescribed by the Board of Directors. Nothing in these bylaws shall be construed to preclude any Director from serving the Corporation in any other capacity, or receiving reasonable compensation from such service.

P. Conflict of Interest: Any Officer, Director, or Employee/Agent who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board of Directors of such nature that it prevents or may prevent that Officer, Director or Employee/Agent from acting on the matter in an impartial manner, will offer to the Board of Directors to voluntarily excuse him/herself and will leave the meeting for discussion and voting on that item.

The Board of Directors shall adopt a conflict of interest policy that complies with all requirements of section 501(c)(3), regulations promulgated thereon and interpretations thereon. The following provisions govern the validity of certain contracts and transactions, pursuant to Utah Code Chapter 6a, Section 16-6a-25:  

Whenever a Director,Officer, or Employee/Agent has a financial or personal interest in any matter coming before the Board of Directors, the Board of Directors shall ensure that:

(a) The interest of such an Officer or Director, Employee/Agent is fully disclosed to the Board of Directors.(b) No interested Officer or Director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the Board of Directors at which such matter is voted upon.(c) Any transaction in which a Director or Officer has a financial or personal interest shall be duly approved by Directors of the Board of Directors not so interested or connected as being in the best interests of the organization.(d) Payments to the interested Officer or Director shall be reasonable and shall not exceed fair market value.(e) The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

Q. Action without Meeting: Any action required to be taken at a meeting of the Board of Directors of the Corporation may be taken without a formal meeting if a consent in writing (or electronic/email), setting forth the action so taken, shall be voted upon in writing by all Directors entitled to vote on the matter and agreed to by a majority. Such action by written consent shall have the same force and effect as the vote of the Directors taken at a meeting. All approvals shall be delivered to the Secretary to be filed in the corporate records and the action taken shall be effective only when all the Directors have voted upon the matter, unless the consent specifies a different effective date. A summary of such actions shall be duly noted in the minutes of the next meeting of the Board of Directors.

R. Notice: With the exception of regular meetings as set forth in Section H above of this Article, notice of any meeting of the Board of Directors, in each case specifying the place, date and hour of the meeting, shall be given to each Director by written notice delivered in person, by mail or private carrier, or by electronic mail / mobile phone text message, not more than thirty (30) days prior to the date of the meeting, but at least forty-eight (48) hours before the time set for such meeting or, if notification is by mail or private carrier, by sending such notice at least five (5) days before the day set for such meeting. If mailed or sent by private carrier, such notice shall be deemed to be delivered when deposited with the U.S. Postal Service or private carrier and addressed to the Director at the Director’s address as it appears on the records of the Corporation. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of such notice of such meeting.

S. Waiver of Notice: A Director may waive any required notice before or after the date stated in a notice. The waiver must be in writing, signed by the Director or received from the Director at a known electronic mail address, delivered to the Corporation, and included in the minutes. A Director’s attendance at a meeting waives objection to lack of notice or defective notice, unless the Director at the beginning of the meeting objects. A Director’s attendance at a meeting waives objection to consideration of a particular matter at the meeting unless the Director objects to considering the matter when it is presented. All such waivers shall be filed with and made a part of the minutes of the meeting.

ARTICLE V: COMMITTEES

A. Standing or Temporary Advisory Committees without Board Authority: The Board of Directors or the President may authorize, and appoint or remove participants of, standing and/or temporary committees to consider appropriate matters, make reports to the President and/or Board of Directors and fulfill such other advisory functions as may be designated. The designation of such standing and/or temporary committees, and the participants thereof, shall be recorded in the minutes of the Board of Directors.

B. Executive or Other Committees with Limited Board Authority: The Board of Directors may by appropriate resolution designate one (1) or more committees, each of which shall consist of three (3) or more Directors elected by the Board of Directors, which to the extent provided under the resolution or in these Bylaws, shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the affairs of the Corporation, except action with respect to election of Officers, the filling of vacancies in the Board of Directors, and the formation of and the filling of vacancies in committees without  Board of Directors authority pursuant to this subsection. The Board of Directors may elect one (1) or more Directors as alternate participants of any such committee, who may take the place of any absent committee participants(s) at any meeting of such committee. The designation of such committee or committees and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon the Board of Directors or any individual Director by law.

ARTICLE VI: OFFICERS

A. Officers: The Officers of the Corporation and of the Board of Directors shall include a President, Secretary, and Treasurer, and such other offices as shall be created by the Board of Directors. No two offices may be held by the same person.

B. Elections and Term of Office: Officers shall be elected annually by the Board of Directors at the annual meeting of the Directors or at such other meetings of the Directors as shall be called for that purpose. Vacancies may be filled and new offices may be created and filled at any meeting of the Board of Directors. Each Officer shall hold office until his or her successor has been duly elected and qualified, or until such Officer’s death, resignation or removal. Officers shall serve for a term of two years with renewed term up to but not exceeding 3 consecutive terms.

C. Removal: Any Officer may be removed from office by the action of the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served by doing so. Any Officer proposed to be removed shall be entitled to at least seven (7) days’ notice in writing of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Removal as an Officer shall not impact the person’s role as Director, unless the vote to remove the Officer specifies that the Officer is also removed as a Director.

D. Resignation: Any Officer may resign at any time by giving written notice to the Board of Directors or the Secretary of the Corporation. Such resignation shall take effect at the time specified in the resignation or, if no time is specified, then upon receipt of the resignation by the Secretary or the Board of Directors as the case may be, and, unless otherwise specified in the resignation, acceptance of such resignation shall not be necessary to make it effective.

E. Vacancies: A vacancy in any office for any reason may be filled by the Board of Directors for the unexpired portion of the term. A majority vote of the Board of Directors is required to fill a vacancy.

F. President: The President shall be the principal Officer of the Corporation and shall preside over all meetings of the Board of Directors. The President, subject to the control of the Board of Directors, shall perform all duties customary to that office and shall attend to all the affairs in accordance with the purposes of the Corporation and the policies and directives approved by the Board of Directors. The President shall submit to the annual meeting of Directors a report of the work of the Corporation and shall carry out as far as possible the purposes of the Corporation as stated in the Articles of Incorporation. The President shall be responsible for determining that correct and complete financial records of the Corporation are kept. The President and Treasurer shall furnish the Board of Directors on an annual basis, or whenever requested, a statement of the financial condition of the Corporation, and shall perform other duties as these Bylaws of the Board of Directors may from time to time prescribe.

G. Treasurer: The Treasurer shall perform all duties customary to that office and shall have knowledge of all corporate funds and securities and shall keep full and accurate of receipts and disbursements, assets and liabilities in the books of the Corporation. The Treasurer shall deposit or cause to be deposited all monies or other valuable effects in the name of the Corporation in such depositories as shall be selected by the Board of Directors.

H. Secretary: The Secretary shall keep minutes of the meetings of the Board of Directors and Executive Committee, see that all notices are duly given in accordance with the provisions of these bylaws and as required by law, oversee the corporation records, keep a register of the names and addresses, phone and electronic address of each Director, and in general, perform all duties as may from time to time be assigned by the Board of Directors.

ARTICLE VII: BUSINESS ADMINISTRATION

A. Execution of Instruments: Except as otherwise provided in these Bylaws, the Board of Directors may authorize any Officer or Officers, employee or employees, agent or agents of the Corporation, in addition to the Officers so authorized by these bylaws, to enter into any contract or execute any contract, 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 instructions.

B. Bank Accounts: The Board of Directors from time to time may authorize the opening and keeping of general and/or special bank accounts with such banks, trust companies or other depositories as may be selected by the Board of Directors or by any Officer or Officers, agent or agents of the Corporation to whom such power may be delegated from time to time by the Board of Directors. The Board of Directors may make such rules and regulations with respect to all bank accounts, not inconsistent with the provisions of these Bylaws, as the Board of Directors may deem expedient.

C. Checks and Drafts: All checks, drafts, or other orders for the payment of money, notes, acceptances, 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 be determined from time to time by resolution of the Board of Directors. Disbursements in an amount less than $1,000 for the normal operations (Labor/Fuel/Equipment Maintenance) can be handled by the Treasurer in coordination/discussion with the President or at least one other Director.  Disbursements in excess of $1,000 shall be documented and approved by a Board resolution.  Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositories may be made without countersignature by the President or the Treasurer, or by any other Officer or agent of the Corporation to whom the Board of Directors, by resolution, shall have delegated such power, or by hand-stamped impression in the name of the Corporation.

D. 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 or under the authority of a resolution of the Board of Directors. Such authority may be general or confined to specific instances. No loans may be made to any Officer or Director of the Corporation, directly or indirectly, except that reasonable advances of reimbursable expenses may be made  with discretion as determined by the Board of Directors.

E. Deposits: All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or depositories as the Board of Directors may select.

F. Audit: Annually the Board of Directors will review and decide whether the financial accounts of the Corporation should be audited by a certified public accountant. Each year a full statement of the Corporation’s statements of finances shall be submitted to each Director  of the Board of Directors and made available to key holders in good standing.

ARTICLE VIII: MISCELLANEOUS

A. Books and Records: The Corporation shall keep correct and complete books and records of accounts; shall keep minutes of the proceedings of Board of Directors and committee meetings; and shall keep at the registered or principal office a record of names, phone, electronic email addresses and facsimile numbers of the Directors.

B. Fiscal Year: The fiscal year of the Corporation shall end on such date as shall be established by the Board of Directors.  Generally, September 30th of each year.

C. Corporate Seal: The seal of the Corporation, if one is adopted by the Board of Directors of the Corporation, shall contain the name of the Corporation “High Bonanza Community Access” and the word “Utah.”

D. Mandatory Indemnification: The corporation shall, to the fullest extent permitted or required by State Code, indemnify each Director and Officer against any and all Liabilities, and advance any and all reasonable Expenses as incurred by a Director or Officer, arising out of or in connection with any Proceeding to which such Director or Officer is a Party because he or she is a Director or Officer of the Corporation. The rights to indemnification granted thereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses to which such person may be entitled under any written agreement, Board resolution, the Code or otherwise. The Corporation may, but shall not be required to, supplement the right to indemnification against Liability and advancement of expenses under this Section D by the purchase of insurance on behalf of any one or more of such persons, whether or not the Corporation would be obligated to indemnify such person under this Section D. The term “Code,” as used in this Article, shall mean Sections 16-6a-901 through 16-6a-910 of the Utah Code and all amendments thereto which permit or require the Corporation to provide broader indemnification rights than prior to the amendment. All other capitalized terms used in this Article and not otherwise defined herein shall have the meaning set for in Section 16-6a-901 of the Statute.E. Limited Liability Volunteers:  Each individual (other than an employee of the Corporation) who provides services to or on behalf of the Corporation without compensation (“Volunteer”) shall be immune from liability to any person for damages, settlements, fees, fines, penalties or other monetary liabilities arising from any act or omission as a Volunteer, to the fullest extent provided by Chapter 19, part 1 & part 4 of the Utah Volunteer Protection Act. For purposes of this section, it shall be conclusively presumed that any Volunteer who is licensed, certified, permitted, or registered under state law and who is performing services to or on behalf of the Corporation without compensation is not acting within the scope of his or her professional practice under such license, certificate, permit or registration, unless otherwise expressly indicated to the Corporation in writing.

ARTICLE IX: AMENDMENTS

A. These Bylaws may be amended or amended and restated by the Board of Directors; provided, that at least seven (7) days’ written notice of any meeting at which an amendment will be considered must be given, and such notice must state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the Bylaws and must contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the Directors in office at the time the amendment is adopted.

ARTICLE X: PERMITTED DISTRIBUTIONS

A. 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 II hereof.

B. The Corporation may make a distribution to another corporation if:(a) The distribution is made in accordance with the stated purposes of the Corporation;(b) After the distribution, the Corporation will be able to pay its debts as they become due in the usual course of its activities;(c) After the distribution, the Corporation’s total assets will equal at least the sum of its total liabilities; and(d) The corporation to which the distribution is made may not distribute any part of its income to members, Directors, or Officers and is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code.

C. 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 XI: DISSOLUTION

A. The Corporation may be dissolved only upon adoption of a plan of dissolution and distribution of assets by the Board of Directors that is consistent with the Certificate of Incorporation and pursuant to Utah Code, Chapter 6a: Utah Revised Nonprofit Corporation Act: Part 14, Section 16-6a-1401 & 16-6a-1403.ADOPTION OF BYLAWS We, the undersigned, are all of the initial Directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the 10 preceding pages, as the Bylaws of this corporation.

ADOPTED AND APPROVED by the Board of Directors on this 21st day of July, 2020.

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Matt Meinhold, President – High Bonanza Community Access, Inc.

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ATTEST: Cassidy Doucette, Secretary – High Bonanza Community Access, Inc.