ARTICLES OF INCORPORATION

OF

UTAH NATIVE PLANT SOCIETY

 

We, the undersigned natural persons all being of the age of eighteen years or more, acting as incorporators under the Utah Non-Profit Corporation and Cooperative Association Act, adopt the following Articles of Incorporation for such Corporation:

ARTICLE I

Name

The name of the corporation is Utah Native Plant Society, hereafter referred to as UNPS, as the Society, or as the Corporation.

ARTICLE II

Duration

Utah Native Plant Society was first organized in September, 1978, and the period of duration of this corporation is perpetual.

ARTICLE III

Purpose

(1) To act and operate exclusively as a nonprofit corporation pursuant to the laws of the State of Utah, and to act and operate as a charitable organization dedicated to the understanding, preservation, enjoyment, and responsible use of Utah native plants.

(2) To foster public recognition of the diverse flora of the state; a natural treasure to be valued and respected.

(3) To engage in any and all activities and pursuits, and to support or assist such other organizations, as may be reasonably related to the foregoing and following purposes.

(4) To engage in any and all other lawful purposes, activities and pursuits, which are substantially similar to the foregoing and which are or may hereafter be authorized by ( 501(c)(3) of the Internal Revenue Code and are consistent with those powers described in the Utah Nonprofit Corporation and Cooperation Association Act, as amended and supplemented.

(5) To solicit and receive contributions, purchase, own and sell real and personal property, to make contracts, to invest corporate funds, to spend corporate funds for corporate purposes, and to engage in any activity "in furtherance of, incidental to, or connected with any of the other purposes."

(6) No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered to the corporation and to make payments and distributions in furtherance of the purposes set forth herein;

(7) No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office except as authorized under the Internal Revenue Code of 1954, as amended;

(8) The corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue law).

 

ARTICLE IV

Members

Membership in UNPS is open to any individual, family, or organization that has interest in the native plants and plant communities of the State of Utah and the Intermountain Area, and is willing to support the goals and objectives of the Society.

 

ARTICLE V

BY-LAWS

Membership

(1) Membership in UNPS shall be granted upon receipt by UNPS of a written application for membership accompanied by payment of annual dues corresponding to the type of membership being sought. Membership in UNPS shall be maintained on an annual basis by payment to UNPS of the applicable annual dues.

(2) Membership categories and corresponding dues for an annual membership in the Society shall be as follows: (a) $250.00 and up for a corporate membership, (b) $50.00 and up for a supporting organization membership, (c) $35.00 and up for a supporting individual membership, (d) $20.00 for a household membership, (e) $12.00 for an individual membership, (f) $10.00 for a senior citizen membership, and (g) $6.00 for a student membership.

An individual lifetime membership in the Society is granted for a one-time donation of $250.00, or may be conferred by the Board of Directors.

(3) The Members of UNPS are the ultimate governing body of the Society; by virtue of their collective powers and obligations to elect the Board of Directors. The Board of Directors will represent and pursue the collective interests and objectives of the Members, in conducting the affairs of the Society.

(4) The annual meeting of the Members shall be held during the first two weeks of October at the office of the Society in Salt Lake City, Utah, or elsewhere on such date as the Board of Directors may select; for the purpose of receiving reports of Officers, Committees, and Directors; to elect members of the Board of Directors; and to act on any other matters that may properly come before the Members. Notice of such meeting shall be placed in the preceding issue of the UNPS newsletter, the Sego Lily, and shall be mailed to the Members not less than ten (10) days nor more than sixty (60) days prior to the date of the meeting. If the annual meeting of the Members is not held within three (3) months after the time period specified above, a meeting of the Members may be called by any twenty (20) Members or by ten percent (10%) of the Members, whichever is fewer.

(5) Special meetings of the Members may be called by the Board of Directors or by at least ten percent (10%) of the Members. The Secretary shall mail notice of such meetings, indicating the purpose(s) of the meeting, not less than ten (10) days before the date of the meeting.

(6) The Chairman of the Board of Directors shall preside at the annual meeting of the Members and other official meetings of Members of the Society.

(7) Ten percent (10%) of the Members or twenty (20) Members, whichever is fewer, present in person shall constitute a quorum at any meeting of Members. A two-thirds (2/3) majority of the votes entitled to be cast by the Members present shall be necessary for the passage of any matter voted on by the Members. Each Member shall be entitled to one vote on any matter submitted to the vote of the Members.

(8) Any notice required to be given to any Member may be waived if there is a waiver thereof signed by the person or persons entitled to such notice, whether before or after the time stated therein.

(9) Any action required to be taken at a meeting of the Members or any actions that may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of the Members. Such consent shall have the same force and effect as a two-thirds (2/3) majority vote and may be stated as such in any articles or document filed with the Secretary of the State of Utah.

 

 

Nominating Committee

(1) At least ninety (90) days prior to the date of each annual meeting of the Members, the President shall appoint a Nominating Committee consisting of at least three (3) Members but not more than five (5) Members whose duty shall be to present nominations for members of the Board of Directors, at the next annual meeting of the Members.

(2) Any Member may, at the annual meeting of the Members, nominate candidates for members of the Board of Directors.

(3) The Secretary of the Society shall provide the Nominating Committee, at the time of their appointment, with a list containing the names and telephone numbers of the current members of the Board of Directors.

 

Board of Directors

(1) The business, property and affairs of the Corporation shall be managed by the Board of Directors, which shall (1) have the power to analyze and approve policies and programs for the appreciation, preservation, and conservation of native plants; (2) have custody and management of the land, buildings, equipment, securities and all other properties of the Corporation; (3) adopt the annual budget of the Corporation; (4) borrow money; (5) raise and disburse funds; (6) invest and reinvest funds of the Corporation; (7) make contracts; (8) elect officers of the Society; (9) appoint an Executive Director; (10) appoint or delegate the power to appoint other employees of the Corporation and fix their compensation; (11) establish standing committees to assist in carrying out the purposes of the Society and appoint chairpersons for said committees from among their own ranks, and (12) perform all other duties and have such other powers as may be necessary to carry out the purposes of the Society.

(2) The number of members of the Board of Directors shall be fixed by the Members of the Society at the annual meeting of the Members. This number may be changed from time to time by the Board of Directors; however, there shall not be fewer than ten (10) nor more than twenty (20) members of the Board of Directors.

(3) Members of the Board of Directors shall be Members of the Society. They shall be elected by the Members of the Society at the annual meeting of the Members. Members of the Board of Directors shall serve for a period of approximately one (1) year; commencing on the day following the annual meeting of the Members, at which they were elected, and ending on the day of the next annual meeting of the Members, at which a new Board of Directors is elected. There shall be no limit to the number of consecutive terms that a member of the Board of Directors may serve.

(4) The Chairman of the Board of Directors will be appointed by the Board of Directors and will be either the immediate past President of UNPS or (if otherwise selected) will be elected and appointed by the members of the Board of Directors by a two-thirds majority vote. The Chairman of the Board of Directors will preside at meetings of the Board of Directors and at meetings of the Members.

(5) Following election of a new Board of Directors, and until a new Chairman is appointed, the President shall assume the responsibilities of the Chairman of the Board.

(6) The Board of Directors shall have power to fill vacancies in its own membership. Such new members of the Board of Directors shall hold office until a new Board of Directors is elected at the next annual meeting of the Members.

(7) One-third (1/3) of the voting members of the Board of Directors shall constitute a quorum at any regular or special meeting of said Board. Business of the Society conducted by the Board of Directors will be approved as follows: by a simple majority vote if all voting members of said Board are present and voting or, in the event that all voting members of said Board are not present but a quorum is present, by a two-thirds (2/3) majority vote of the voting members of said Board that are present.

(8) Any member of the Board of Directors may be removed from the Board if absent from three (3) consecutive meetings of the Board.

(9) Meetings of the Board of Directors shall be held at such places and times as the Chairman of the Board of Directors shall designate, or at the call of the President or one-third (1/3) of the voting members of the Board of Directors, providing that notice of the time and purpose of the meeting is given to each Board member. Notice of such meetings shall be given at least ten (10) days in advance of the meeting.

(10) The Board of Directors shall be empowered to appoint an unlimited number of Honorary Directors of the Society. Such Honorary Directors shall be non-voting members of the Board of Directors and shall serve for a term of three (3) years. There shall be no limit as to the number of consecutive terms that an Honorary Director may serve.

 

Officers

(1) Officers of the Society shall be elected and appointed by the Board of Directors from among the members of said Board and shall include the following: President, Vice President/President-Elect, Secretary, Treasurer, and such other officers as are deemed necessary to conduct the affairs of the Society. The officers shall be appointed annually and shall serve for a term of one (1) year from January 1 to the following December 31 or until their successors are appointed. Officers may succeed themselves in their respective otfices, at the discretion of the Board of Directors.

(2) The Board of Directors will appoint a replacement to fill any officers position that is vacated prior to the end of the intended term of office, and officers so appointed will serve to the end of the term during which they are appointed.

(3) President. The President shall be the Chief Executive Officer of the Society and shall (1) preside at all meetings of the Executive Committee; (2) establish ad-hoc committees and appoint a chairperson for such ad-hoc committees; (3) appoint members to ad-hoc committees and be an ex-officio member of all such committees; (4) sign such documents is may be required by his/her office or as may be directed by the Board of Directors; (5) make reports and recommendations to the Board of Directors and Members of the Society, at any regular or special meeting, concerning the work and affairs of the Society, as in his/her judgement may be necessary for their information and guidance; (6) require such reports from the Treasurer and Secretary, as in his/her judgement are necessary; and (7) perform such other duties as may be incidental to the office.

(4) Vice President/President-Elect. The Vice President/President-Elect shall perform the duties of the President in case of his/her absence, resignation, or inability to act and shall, when appointed to do so by the Board of Directors, assume the Presidency in the succeeding year.

(5) Secretary. The Secretary shall (1) issue in writing all notices of the meetings of the Members and of the Board of Directors; (2) notify individuals elected to offices of the Society or to the Board of Directors; (3) keep complete records of the meetings of the Members, the Board of Directors, and Executive Committee (including an accurate record of attendance); (4) furnish the Nominating Committee with a list of Officers and members of the Board of Directors; (5) mail such other notices as may be directed by the Board of Directors or the President; (6) be custodian of all records of the Society, except such records and papers as shall be kept by the Treasurer as herein provided; (7) sign such documents as may be required by his/her office or as directed by the Board of Directors or the President; and (8) perform such other duties as may be incidental to the office.

(6) Treasurer. The Treasurer shall (1) receive all monies of the Society and have custody thereof; (2) deposit the funds of the Society in one or more banks selected by the Board of Directors, to be disbursed in accordance with the directions from the Board of Directors or the President, and over the signatures of at least two persons designated by the Board of Directors; (3) keep a full account of all monies received and paid out and make such reports thereof to the Board of Directors and the President, as they may require; (4) receive and have custody of all deeds, securities, notes, contracts, and other financial papers of the Society and place them for safe keeping in the safe deposit vaults of a bank designated by the Board of Directors and under such rules of access as the Board of Directors shall determine; (5) keep full account of all deeds, securities, notes and financial papers of the Society and make such reports thereof to the Board of Directors and the President, as they may require; (6) cause the books of account of the Society to be audited as least once annually by an accountant approved by the Executive Committee, as directed by the President; (7) cause a comprehensive and current financial statement to be prepared and present it at the annual meeting of the Members; (8) give bonds for the faithful performance of his/her duties, as required by the Board of Directors; (9) sign such papers as may be required by his/her office or as may be directed by the Board of Directors or the President; and (9) perform such other duties as may be incidental to the office.

 

 

Executive Committee

(1) The Executive Committee shall be composed of the officers of the Society and all Chapter Presidents.

(2) The function of the Executive Committee will be to provide coordination between the officers of the Society and its Chapters, in carrying out their individual responsibilities. The Executive Committee shall implement the policies and programs approved by the Board of Directors and shall establish ad-hoc committees as deemed necessary to conduct the affairs of the Society. Additional responsibilities may, from time to time, be delegated to the Executive Committee by the Board of Directors.

(3) The President shall serve as Chairman of the Executive Committee.

(4) The Executive Committee shall meet at such intervals as said committee deems necessary and appropriate to discharge its functions.

(5) The Executive Committee shall provide for an annual audit of the finances of the Society.

 

Committees

(1) In addition to the Nominating Committee provided for above, the Board of Directors shall establish standing committees and the President shall establish ad-hoc committees, as deemed necessary to conduct the affairs of the Society.

(2) The Board of Directors shall, at least annually, review the standing committees and receive reports from the chairpersons of each such committee. The Board of Directors shall disband any standing committee that is no longer required and shall form new standing committees such as are required to carry out the objectives of the Society.

(3) The President and the Executive Committee shall, at least annually, review the ad-hoc committees and receive reports from the chairpersons of each such committee. The President shall disband any ad-hoc committees that are either inactive or have completed their functions and shall form new ad-hoc committees such as are required to carry out the objectives of the Society. The President shall report to the Board of Directors concerning the activities of all ad-hoc committees.

(4) Standing committee chairpersons shall be appointed by the Board of Directors from among the members of the Board. Ad-hoc committee chairpersons shall be appointed by the President and shall be Members of the Society but need not be members of the Board of Directors. Members of standing and ad-hoc committees shall be appointed from among the Members of the Society.

(5) Persons who are not Members of the Society may participate as members of either standing or ad-hoc committees.

Chapters

(1) Organization. Ten (10) or more persons, Members or nonmembers of the Society, may organize a chapter of the Utah Native Plant Society for charitable and educational purposes in connection with the native plants of Utah and the Intermountain Area by submitting to the Secretary a petition to do so, giving the names and addresses of the ten (10) or more persons. The Secretary shall submit the petition to the Board of Directors for approval. Such a request shall be accompanied by an Application for Membership from each participating nonmember and a check made out to UNPS for payment of the applicable annual dues.

(2) Designation. Changes in the designation and/or status of chapters shall be approved by the Board of Directors. Chapters shall be designated as "The_________Chapter of the Utah Native Plant Society." If an organization, already in existence, desires to become a chapter of the Utah Native Plant Society, it may retain its name and be known officially as "______________, a Chapter of the Utah Native Plant Society."

(3) Chapter Officers. Each chapter shall elect annually a president and such officers as it deems suitable, necessary, and convenient to accomplish the purpose(s) of the chapter. The manner of election of officers shall be at the discretion of the individual chapters. Any chapter officer may succeed himself/herself.

(4) Chapter Bylaws. The members of each chapter may adopt by-laws for the governing of the chapter, provided that the by-laws are consistent with the Articles of Incorporation and By-laws of the Society. If chapter by-laws are adopted, a copy of the same shall be deposited with the Secretary of the Society.

(5) Membership. Membership in UNPS chapters shall be limited to members of the Society.

(6) Chapter Duties and Obligations. The members of each chapter shall hold meetings at such times and places as they deem suitable, necessary, or convenient to accomplish the purposes of the Society and the chapter. Each chapter shall hold at least four (4) such meetings annually. The members and officers of a chapter shall have the responsibility of fostering the Society's educational and charitable goals in connection with the preservation, appreciation, and conservation of the native plants and plant communities of Utah and the Intermountain Area. To this end, each chapter shall have the primary responsibility to represent the Society in its area and to initiate programs and actions consistent with the goals of the Society. Each chapter shall inform the UNPS President and the Executive Committee of activities within their region by forwarding reports and other pertinent documents to the Secretary of the Society.

(7) Withdrawal of Chapter Status. The Board of Directors may terminate or suspend the status and privileges of a chapter, if the membership of the chapter consists of fewer than ten (10) members or if the chapter takes any action inconsistent with the Articles of Incorporation or By-laws of the Society.

(8) Limitation of Chapter Authority. In the absence of express authorization of the Board of Directors, no chapter, chapter officer, or chapter member shall have power to act or bind the Society in any manner. No chapter shall have any proprietary interest in the name "Utah Native Plant Society." Each chapter's right to use, as a part of its name or designation, the words "Utah Native Plant Society" shall cease upon the termination or suspension of its status as a chapter.

(9) Chapters of the Society may receive financial support (either total or partial) from the Society, following submission of a proposed budget to the Board of Directors and at the discretion and upon approval of said Board.

 

Foundations

The Board of Directors is empowered to create charitable foundations for the purpose of raising and managing funds for the benefit of the Society. Trustees of such foundations shall be approved by the Board of Directors of the Society.

Fiscal Year

The fiscal year of the Society shall be the calendar year.

Mailing Address

The mailing address for the Society is: P.O. Box 520041, Salt Lake City, Utah 84152-0041.

 

ARTICLE VI

Indemnification as Officers and Directors

The Society shall indemnify and defend all Trustees, Officers and Directors of the Society against all claims made or asserted by third parties arising out of good faith actions or inactions taken by such Trustees, Officers and Directors in their respective Societal capacities. Further, no Trustee, Officer or Director of the Society shall be liable for any obligation, indebtedness or liability of the Society.

 

ARTICLE VII

Amendments

These Articles and By-laws may be amended by a two-thirds (2/3) majority vote of the members of the Board of Directors at any regular meeting or special meeting, provided notice of the proposed change is given in the notice of the meeting at least ten (10) days prior to the meeting.

 

ARTICLE VIII

Trustees

The number of Trustees of this Corporation shall be three, or more than three, as fixed from time to time by the By-Laws of the Corporation. The number of trustees constituting the present Board of Trustees of the Corporation is three, and the names and addresses of the persons who are to serve as trustees until their successors are elected and shall qualify are:

Susan E. Meyer

Shrub Lab

735 North 500 East

Provo, UT 84606

William H. King

1564 Wasatch Dr.

Salt Lake City, UT 84108

Marjorie Stolhand

264 Williams Ave.

Salt Lake City, UT 84111

 

ARTICLE IX

Incorporators

The names and addresses of the incorporators are:

Susan E. Meyer

Shrub Lab

735 North 500 East

Provo, UT 84606

William H. King

1564 Wasatch Dr.

Salt Lake City, UT 84108

Marjorie Stolhand

264 Williams Ave.

Salt Lake City, UT 84111

 

ARTICLE X

Registered Office and Agent

The address of the corporationís initial registered office shall be:

2931 East Tolcate Lane

Salt Lake City, Utah 84121

Such office may be changed at any time by the Board of Trustees without amendment of these Articles of Incorporation.

The corporationís initial registered agent at such address shall be:

Therese B. Meyer

I hereby acknowledge and accept appointment as corporate registered agent:

 

___________________________________

(Signature)

 

ARTICLE XI

Principal Place of Business

The principal place of business of this Corporation shall be 2931 E. Tolcate Lane, Salt Lake City, Utah, 84121. The business of this Corporation may be conducted in all counties of the State of Utah and in all states of the United States, and in all territories thereof, and in all foreign countries as the Board of Directors shall determine.

 

ARTICLE XII

Distributions

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the

publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Articles of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, as amended or supplemented, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, as amended or supplemented.

 

ARTICLE XIII

Dissolution

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended or supplemented, or shall be distributed to the federal government or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 

In Witness Whereof, We, Susan E. Meyer, William H. King, and Marjorie Stolhand, have executed these Articles of Incorporation in duplicate this____day of__________ , ____ , and say:

That they are all incorporators herein; that they have read the above and foregoing Articles of Incorporation; know the contents thereof and that the foregoing is the original or a true and correct copy of the Articles and By-laws adopted by the Utah Native Plant Society, Incorporated at a regular meeting of its Board of Directors held the _______day of August, ______.

 

 

____________________________________

Susan E. Meyer

Incorporator

 

 

____________________________________

William H. King

Incorporator

 

 

____________________________________

Marjorie Stolhand

Incorporator