Bylaws

BYLAWS

OF

UTAH SCHOOL SOCIAL WORK ASSOCIATION




  1. Offices

Name. The Corporation’s name shall be Utah School Social Work Association (the “Corporation”).

Principal Executive Offices. The Corporation’s principal executive office shall be located in Weber County, Utah. The Corporation may have other offices either within or outside Utah, as designated by the board of directors of the Corporation (each member thereof a “Director”, and collectively the “Board”) or as the affairs of the Corporation may require from time to time.

Other Offices. The Corporation may have other offices either within or outside Utah, as designated by the Board or as the affairs of the Corporation may require from time to time.



  1. Purposes

Purposes. The Corporation is organized exclusively to operate for charitable, religious, educational, and scientific purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).

Specific Objectives. The specific objectives of the Corporation shall be:

  1. To advocate for the importance of school social workers, support school social workers in the field and provide guidelines and innovative tools to offer continued progress in school social work;

  2. To partner with national, state and local agencies and universities to create awareness of the Corporation and its purposes;

  3. To advocate for a student to school social worker ratio of 250:1;

  4. To support school social workers in their professional pursuits, including but not limited to, promulgating “best practices” for school social workers and disbursing knowledge of school social worker licensure;

  5. To provide a forum in which school social workers may collaborate to advance the profession of school social workers within Utah;

  6. To do all that is necessary and appropriate for the advancement of the purposes and welfare of the Corporation;

  7. Engage in any and all other lawful purposes, activities and pursuits which are or may hereafter be authorized by the Code, and are consistent with those powers described in the Utah Revised Nonprofit Corporation Act; and

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



  1. Membership

Membership. Membership in the Corporation shall be open to all members of the school mental health profession in agreement with the purposes of the Corporation.

Classes of Membership. There shall be two classes of members:

Voting Members. Consisting of all members who are (i) current in the payment of the Corporation’s annual dues (as described in Section 3.03 below) and (ii) are licensed with the Utah Division of Occupational and Professional Licensing, or an equivalent licensing body in another state, as a Certified Social Worker, Licensed Clinical Social Worker, or a substantially similar license permitting such license holder to provide clinical mental health services (collectively, the “Voting Members”); and

Honorary Members. Consisting of social work students, members who are not current in payment of the Corporation’s annual dues, and others designated as such in the Board’s sole discretion (the “Honorary Members”).

Annual Dues. Each Voting Member shall pay dues to the Corporation, in the amount and through the payment service as designated by the Board, upon joining the Corporation and on such Voting Member’s anniversary of joining the Corporation. Any member that does not timely pay his, her or their annual dues shall be considered an “Honorary Member” as described above in Section 3.02(b).



  1. Board of Directors

Powers. Subject to any limitations in the Articles of Incorporation and the Utah Revised Nonprofit Corporation Act, the business and affairs of the Corporation shall be vested in the Board. The Board is responsible for the governance of the Corporation and may delegate responsibility for the management of the day-to-day operations of the Corporation to specific Directors or officers of the Corporation. All corporate powers shall be exercised by or under the direction of the Board

Number, Election and Qualification of Board Members. The number of directors constituting the initial Board shall be as determined in the resolutions of the Sole Incorporator of the Corporation electing the initial Board. Thereafter, the number of directors of the Corporation shall be fixed by the Board, but in no event shall be less than three nor more than nine. Any action by the Board to increase or decrease the number of directors, whether expressly by resolution or by implication through the election of additional directors, shall constitute an amendment to these Bylaws effecting such increase or decrease. Directors shall be elected or re-elected by the existing members of the Board at each annual meeting and each Director’s term of office shall commence on the date of the meeting of the Board at which such Director was elected or re-elected.

Appointment and Terms of Office. The initial directors shall serve the term indicated in the resolutions of the Sole Incorporator of the Corporation. Thereafter each Director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such Director was elected. Each Director may be elected to any number of successive terms. Each elected Director shall hold office until his, her or their successor has taken office or until his, her or their earlier resignation or removal.

Duties. Directors are expected to attend the annual meeting and at least one other Board meeting per year. After three consecutive absences, another member of the Board will contact the Director in question to confirm his, her or their interest in remaining on the Board. After four consecutive absences, unless proven otherwise, such Director will be deemed to have provided his, her or their notice of resignation under Section 4.12(a) below.

Place of Meetings. Meetings of the Board shall be held at such place or place, within or outside the state of Utah, as the Board may from time to time fix or as shall be specified in the notice of any such meeting.

Annual Meeting. The Board shall meet annually during the month of [●] on such date and at such time and place as the Board may fix for the purpose of organization, the election of directors and officers and the transaction of other business.

Regular Meetings. The Board shall hold regular quarterly meeting, including the annual meeting. Regular meetings of the Board shall be held at such time and place as the Board may designate.

Special Meetings. Special meetings of the Board may be called by the President or by two or more Directors.

Notice of Meetings. Notice of the annual, regular or special meetings of the Board, stating the time and place of the meeting, shall be given by an officer of the Corporation. Except as otherwise required by these Bylaws, such notice need not state the purpose of such meeting. Notice of each such meeting shall be given by telephone, mail or sent by means of electronic transmission at least twenty-four hours before the time at which such meeting is to be held. Notice of any such meeting need not be given to any Director who before or after the meeting submits a signed waiver of notice, or who attends such meeting, except when the Director attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Quorum and Manner of Acting; Adjournment. At any meeting of the Board, a majority of the total number of directors shall constitute a quorum for the transaction of business, unless the Articles of Incorporation provide otherwise. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the Articles of Incorporation require the vote of a greater number. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of one or more directors, provided that at least a majority approves any action taken of the required quorum for such meeting. In the absence of a quorum at any meeting of the Board, a majority of the directors then present may adjourn such meeting to another time and place. Notice of the time and place of any adjourned meeting shall be given to all of the directors unless such time and place were announced at the meeting at which the adjournment was taken, in which case such notice shall only be given to the directors who were not present at such meeting. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The directors shall act only as a Board and the individual directors shall have no power as such.

Organization. At each meeting of the Board, the President (or, in his, her or their absence, another Director chosen by the majority of the directors present) shall act as president of the meeting and preside. The Secretary or, in his, her or their absence, any person appointed by the president of the meeting shall act as secretary of the meeting and keep the minutes thereof.

Resignation and Removal of Directors.

Resignation. Any Director may resign from the Board at any time by giving written notice of resignation to the Board. Unless otherwise specified in a Director’s resignation notice, the resignation shall take effect at the time of receipt of such Director’s resignation notice by the Board, provided that if such resignation would leave the Corporation with less than the minimum number of Directors allowed under Section 4.02, the resignation shall not take effect until additional Directors have been appointed so that the Corporation will have at least the minimum number of Directors required under Section 4.02 after the resignation becomes effective. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Removal. Any Director may be removed with or without cause by a majority of the Directors entitled to vote at an election of the directors.

Reduction of Authorized Number of Directors. No reduction of the authorized number of directors shall have the effect of removing any Director before their term of office expires.

Vacancies. Any vacancy on the Board, whether arising from death, resignation, removal (with or without cause), an increase in the number of directors or any other cause, may be filled by the vote of the majority of the directors then in office, though less than a quorum, or by the sole remaining Director at the next annual meeting or a special meeting of the Board. Each Director so elected shall hold office until his, her or their successor shall have been elected and qualified or his, her or their earlier resignation or removal.

Compensation. Directors shall not receive compensation for their services as directors of the Corporation, although the reasonable expenses of attendance at a Board meeting may be paid or reimbursed by the Corporation at the Board’s discretion. Directors shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the Corporation in any other capacity, provided that other members of the Board are aware of the agreement between the Board member or company of the Board member and the Corporation.

Committees. The Board may, by resolution passed by a majority of the entire Board, designate one or more committees and appoint members of the Board or other such persons as the Board designates to serve on the committee or committees. At least two members of the Board must be appoint to each committee. Each committee shall have and may exercise all of the authority of the Board delegated thereby, except as prohibited by applicable law. The delegation of authority to any committee shall not operate to relieve the Board or any member of the Board from any responsibility imposed by applicable law. Rules governing procedures for meetings of any committee of the Board shall be as established by the Board, or in the absence thereof, by the committee itself.

Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all the members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board or committee.

Meetings by Conference Telephone. Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board or such committee through the conference telephone or similar communications equipment, so long as all members participating in such a meeting can hear and speak to one another. Participation by a Director in a meeting in the manner provided in this Section 4.17 shall constitute presence in person by such Director at such meeting.

No Liability of Directors. The Directors of the Corporation shall have no liability for dues or assessments, except as may be assessed against them as a member of the Corporation. No Director shall be personally liable for the debts, liabilities, or obligations of the Corporation.



  1. Officers

Number and Qualification. The officers of the Corporation shall be elected by the Board and shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board. The officers of the Corporation shall consist of President, Treasurer, Secretary and Student Representative. If the Board wishes, it may elect other officers as may be necessary or desirable for the business of the Corporation. Officers are to be selected from among the Directors, except for the Student Representative who shall be selected from among the Honorary Members. Each officer shall hold office until his, her or their successor has been elected and qualified, or until his, her or their earlier resignation or removal, as hereinafter provided in these Bylaws.

Term in Office. The officers of the Corporation shall serve one-year terms. Officers shall hold office until removed or replaced by the Board. An officer may be elected to any number of successive terms.

Removal. Any officer may be removed, with or without cause, by a majority vote of the Board.

Resignation. Any officer of the Corporation may resign at any time by giving written notice of his, her or their resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified, immediately upon receipt. Unless otherwise specified, the acceptance of any such resignation shall not be necessary to make it effective.

Duties

President. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board. The President shall perform such other duties and have such other powers as the Board shall designate from time to time.

Treasurer. The Treasurer shall: (i) be the principal financial officer of the Corporation and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the Board; (ii) receive and give receipts and acquittance for moneys paid on account of the Corporation, and pay out of the funds on hand all bills, payrolls and other just debts of the Corporation of whatever nature upon maturity; (iii) be the principal accounting officer of the Corporation and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns and related documents, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the President and the Board statements of account showing the financial position of the Corporation and the results of its operations; (iv) upon request of the Board, make such reports to it as may be required at any time; and (v) perform all other duties incident to the office of Treasurer and other such duties as from time to time may be assigned to him, her or them by the President or the Board.

Secretary. The Secretary shall: (i) keep the minutes of the proceedings of the Board and any committees of the Board; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be custodian of the corporate records; and (iv) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him, her or them by the President or by the Board.

Student Representative. The Student Representative shall attend Board meetings and perform all duties as from time to time may be assigned to him, her or them by the President or by the Board.

Vacancies. Any vacancy occurring in any office by death, resignation, removal or otherwise shall be filled by the Board.

Compensation. The officers of the Corporation shall not be compensated for their services as such officers. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he, she or they is also a director of the Corporation.



  1. Indemnification of Directors and Officers

General. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person 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 the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person 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 reasonable cause to believe that his, her or their conduct was unlawful.

Derivative Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or them in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Indemnification in Certain Cases. To the extent that a present or former director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.01 and Section 7.02 of this Article VII, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Procedure. Any indemnification under Section 7.01 and Section 7.02 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in such Section 7.01 and Section 7.02. With respect to a person who is a director or officer, such determination shall be made (a) by a majority vote of a the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or (b) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum; or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion.

Advances for Expenses. Expenses (including attorneys’ fees) incurred by an officer or director of the Corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VII. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the Corporation or by persons serving at the request of the Corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Rights Not-Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, bylaw, agreement, vote of disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him, her or them and incurred by him, her or them in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify him, her or them against such liability under this Article VII.

Definition of Corporation. For purposes of this Article VII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article VII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

Survival of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.



  1. Additional Provisions

Account Books, Minutes, etc. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board and committees and business meetings of officers. Any Director or his, her or their accredited agent or attorney may inspect all books and records of the Corporation, for any proper purpose at any reasonable time.

Fiscal Year. The fiscal year of the Corporation shall operate on the calendar year: January 1 to December 31.

Expenses. All expenses of the Corporation in excess of $250.00 shall be approved by a majority of the Board.

Conveyances and Encumbrances. Property of the Corporation may be assigned, conveyed or encumbered by such officers of the Corporation as may be authorized to do so by the Board, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all of the property and assets of the Corporation shall be authorized only in the manner prescribed by applicable statute.

Designated Contribution. The Corporation may accept any designated contribution, grant, bequest or device consistent with its general tax-exempt purposes, as set forth in the Articles of Incorporation of the Corporation. As so limited, donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, the Corporation shall reserve all right, title and interest in and to, and control of, such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any special fund, purpose or use. Further, the Corporation shall retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used to carry out the Corporation’s tax-exempt purposes.

Conflicts of Interest. If any person who is a Director or officer of the Corporation is aware that the Corporation is about to enter into any business transaction directly or indirectly with himself, herself or themself, any member of his, her or their family, or any entity in which they have any legal, equitable or fiduciary interest or position, including without limitation as a Director, officer, shareholder, partner or beneficiary, such person shall (i) immediately inform those charged with approving the transaction on behalf of the Corporation of his, her or their interest or position, (ii) aid the persons charged with making the decision by disclosing any material facts within his, her or their knowledge that bear on the advisability of such transaction from the standpoint of the Corporation, and (iii) not be entitled to vote on the decision to enter into such transaction.

Loans to Directors and Officers Prohibited. No loans shall be made by the Corporation to any of its directors or officers. Any Director or officer who assents to or participates in the making of such loan shall be liable to the Corporation for the amount of such loan until it is repaid.

Amendments. The power to alter, amend or repeal these Bylaws or adopt new Bylaws shall require a majority vote of the Board.

Severability. The invalidity of any provisions of these Bylaws shall not affect the other provisions hereof, and in such event these Bylaws shall be construed in all respects as if such invalid provision were omitted.

  • Dissolution. The Corporation may be dissolved by a two-thirds (2/3) vote of the Voting Members present at a duly notified meeting of the Voting Members. Due notice shall be provided to the Voting Members not less than two weeks prior to such a meeting, and the notice shall state that the purpose of such meeting is to vote to dissolve the Corporation. Upon the dissolution of the Corporation, the Board shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such manner, as determined by the Board, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code (or corresponding provision of any future federal tax code), or, to a federal, state, or local government body to be used for exclusively public purposes as the Board shall determine. Any such assets not so disposed of shall be disposed of by a court of general jurisdiction in Weber County exclusively for such purposes. If the Corporation holds any assets in trust, they shall be disposed of in such a manner as it may be directed by judgment of a court of appropriate jurisdiction.