BYLAWS OF SUGAR HOUSE COMMUNITY COUNCIL (“SHCC”)

AMENDED AND RESTATED BYLAWS OF THE SUGAR HOUSE

COMMUNITY COUNCIL

Pursuant to the majority of members of the Board of Trustees’ votes approving these Amended
and Restated Bylaws of the Sugar House Community Council (“SHCC”), the SHCC hereby adopt
the following:

ARTICLE I – ORGANIZATION AND ADDRESS

This shall be a private corporation, not for profit, organized under the laws of Utah. Neither stock
nor dividends shall be issued. The name of the corporation shall be:
Sugar House Community Council

The SHCC shall designate and maintain a principal office. The location of the principal office is
as follows, although it may be changed by the Board of Trustees:
2021 South 2200 East, Salt Lake City, Utah 84108

The SHCC may also have offices in such other places as the Board may from time to time
designate.

ARTICLE II – MISSION AND PURPOSE 

Section 2.1. Mission. The mission of the Sugar House Community Council is to involve citizens  in identifying issues, plans, and projects that enhance the beauty, safety, vibrancy, and human scale character of Sugar House neighborhoods, and its businesses, historical, and natural resources.  The SHCC sponsors, supports, and provides a voice on such issues to governing bodies, public  and private service agencies, the community at large, and any other organization or individual that  may directly affect the vitality of the Sugar House area.  

Section 2.2. Purposes. The SHCC shall have the right to do and accomplish all things and engage  in all other lawful transactions that a nonprofit corporation organized under the State of Utah might  do, accomplish, or engage in under the Utah Revised Nonprofit Corporation Act, Utah Code § 16- 6a-101 et seq. (the “Nonprofit Act”), subject to the restrictions, qualifications, and limitations of  the Articles of Incorporation and any amendments thereto. The SHCC shall have non-voting  members and membership shall be open to all persons residing or owning property within the area  of Salt Lake City described in Attachment A. The SHCC is organized exclusively for charitable,  educational, religious, literary, or scientific purposes, including, but without being limited to, the  generality of the foregoing, the making of distributions to organizations that qualify as exempt  organizations under section 501(c)(3) of the Internal Revenue Code of 1986, as amended,  including corresponding provisions of future tax laws. Without limiting the foregoing the SHCC  is organized to involve citizens in identifying issues, plans, and projects that enhance the beauty,  safety, health, welfare, vibrancy, and human-scale character of all Sugar House area 

neighborhoods, businesses, and historical and natural resources. The SHCC will do this through  the following activities: 

• Combat neighborhood and community deterioration in the Sugar House area. • Identify community issues that affect the life of the Sugar House area and its individual residents;
• Disseminate information to the Sugar House residents about events and issues that directly affect the life of the Sugar House area and its individual residents.
• Support beautification of the Sugar House community;
• Preserve and improve the business, residential, and recreational areas and facilities of the Sugar House area;
• Receive, invest, and disburse funds for the accomplishment of its stated purposes. SHCC shall have all powers necessary and incidental to carrying out the purposes for which the SHCC is formed. SHCC will not discriminate against any individual or organization based  upon sex, age, race, color, religion, sexual orientation, gender identity, or national origin, and will encourage representation and participation of all members of the community; and • Other activities that support the mission and purposes of the SHCC as stated in these  Amended and Restated Bylaws and the Articles of Incorporation.

ARTICLE III – BOARD OF TRUSTEES 

Section 3.1. General Powers. The SHCC shall be managed under the direction of the governing  Board of Trustees (“the Board”), which shall constitute and be vested with all powers, privileges,  and rights of a governing board of directors under the Nonprofit Act. The Board shall have final  authority to establish and resolve all matters and questions of policy. The business and affairs of  the Corporation shall be managed by the Board, and the Board may adopt such rules and  regulations for the conduct of their meetings and the management of the Corporation as they deem  proper. 

Section 3.2. Number and Tenure of Trustees. The Board of Trustees shall consist of at least 15  Trustees. Trustees shall be determined in proportion to the relative population of each  neighborhood district identified in Attachment A to these Bylaws. Calculations of population shall  be based upon the latest national decennial census block data as set out in Attachment C to these  Bylaws. In addition to the proportional representation, the Board may authorize up to 15 “At 

large” Trustees. After each decennial national census, any neighborhood district losing  representation shall retain all its Trustees until the first Trustee resigns or that Trustee’s petition  expires. Additional Trustees shall leave by natural attrition until that neighborhood district obtains  its correct number of Trustees. Each Trustee shall hold office after qualification for a period of  three (3) years. The Trustees shall not continue in their office after the expiration of their three (3)  year term unless or until they re-qualify through the qualification process set forth in Section  3.3. Trustees may serve successive terms and there are no limits on the total numbers of terms a  Trustee may serve provided they are otherwise qualified under the terms of these Amended and  Restated Bylaws. 

Section 3.3 Qualification. Only natural persons may qualify to become Trustees of the SHCC. A  Trustee must make their primary place of residence within the SHCC neighborhood district that 

the member proposes to represent. An individual shall qualify as a Trustee by obtaining twenty five (25) signatures, by way of a petition, from eligible members from the SHCC neighborhood  district that the member proposes to represent or the entire SHCC boundaries for At-large Trustees.  An individual eligible for At-large status is an individual owning real property, owning a business, or working within the SHCC boundaries, and who is at least eighteen (18) years of age. The  individual shall present the signatures by way of a petition to the Secretary of the Board of Trustees  one week prior to the Board of Trustees monthly meeting and shall become a Trustee upon a vote  of approval by the majority of the Board of Trustees in attendance. The Chair, upon approval of  a vote of a majority of a quorum of the Board at any duly called meeting, may waive the  requirement that an individual gather signatures and file a petition if the Chair determines that good cause exists for waiver and if the individual is otherwise eligible and qualified to become a  Trustee under the terms of these bylaws. A new Trustee shall be entitled to participate as a Trustee  in the first SHCC meeting after the meeting in which the Board votes to approve the new Trustee’s petition but a Trustee qualifying to serve a successive term shall be entitled to continue to serve as  a Trustee in the SHCC meeting in which the Board of Trustee’s votes to approve the Trustee’s  petition. 

Section 3.4. Neighborhood Districts. Trustees shall be allocated among Neighborhood Districts  pursuant to the formula set forth in Attachment C, provided, however, that no neighborhood district  shall be entitled to less than two (2) Trustees. The neighborhood districts shall have geographical  boundaries as identified in Attachment A. 

Section 3.5. Former Neighborhood Districts. Certain neighborhood districts may be included in  the boundaries established in the SHCC Articles of Incorporation but limited in their recognition  by these Bylaws. Such neighborhood districts may be either: 1) no longer recognized and without  any Trustee representation and whose populations are not counted as part of the SHCC; or 2) be  provisionally recognized with understanding that issues affecting these neighborhood districts may  or may not be addressed with the SHCC. See Attachments A and C. 

Section 3.6 Absenteeism. The petition of a Trustee who fails to be present at three (3) consecutive  monthly meetings without providing notice to, and have the absence excused by, the Chair or the  Secretary prior thereto, can be challenged by a new qualifying petition. If a petition is challenged  by a new qualifying petition, and a new Trustee is approved by vote of the Trustees pursuant to  Section 3.3,the new Trustee will replace the absentee Trustee at the first SHCC meeting after the  meeting in which the Board of Trustee’s votes to approve the new Trustee’s petition Written  notification of removal of an absentee Trustee will be given to the absentee Trustee in a timely  manner by mailing to the last known address of record or via the email address that the Trustee  has provided to the Chair or the Secretary. 

Section 3.7 Vacancies. Any Trustee may resign at any time by giving written notice via mail or  email to the Chair or to the Secretary. Such resignation shall take effect at the time specified  therein, and unless otherwise specified, acceptance of such resignation shall not be necessary to  make it effective. Any vacancy occurring in the Board of Trustees may be filled in the same manner  as the qualification of other Trustees as described in Section 3.3 of these Bylaws.

Section 3.8 Removal of Trustees. Any Trustee of SHCC may be removed from office by the  affirmative vote of a two-thirds majority of the Trustees in attendance at any regularly scheduled  Monthly Meeting of the Trustees as described in Section 4.1 of these Bylaws so long as there is  quorum at said meeting and provided such business is noted as an action item on the monthly  agenda prior to the meeting. 

Section 3.9. Sugar House Chamber of Commerce. The SHCC shall accept onto its Board of  Trustees one (1) active voting member appointed by the Board of Directors of the Sugar House  Chamber of Commerce should the Board of Directors of the Sugar House Chamber of Commerce elect to appoint such a member. Any such member appointed by the Sugar House Chamber of  Commerce shall not be subject to the provisions of Section 3.3 but shall otherwise be subject to  the SHCC Articles of Incorporation and these Amended and Restated Bylaws and shall also serve  at the discretion of the Board of Directors of the Sugar House Chamber of Commerce. The Board  of Directors of the Sugar House Chamber of Commerce may revoke the appointment of said  member at any time and for any reason.  

Section 3.10. Sugar House Park Authority. The SHCC shall accept onto its Board of Trustees  one (1) active voting member appointed by the Board of Directors of the Sugar House Park  Authority should the Board of Directors of the Sugar House Park Authority elect to appoint such  a member. Any such member appointed by the Sugar House Park Authority shall not be subject to  the provisions of Section 3.3 but shall otherwise be subject to the SHCC Articles of Incorporation  and these Amended and Restated Bylaws and shall also serve at the discretion of the Board of  Directors of the Sugar House Park Authority. The Board of Directors of the Sugar House Park  Authority may revoke the appointment of said member at any time and for any reason.  

Section 3.11 Compensation. Trustees shall not receive compensation for their services, although  the reasonable expenses incurred by a Trustee on behalf of the SHCC may be paid or reimbursed  by SHCC as pre-approved by the Chair or Secretary.

ARTICLE IV – MEETINGS 

Section 4.1 Monthly Meetings. The Board of Trustees shall hold a regular meeting pursuant to Section 4.2 on the first Wednesday of every month at the time and place in Salt Lake City, Utah,  as determined by the Board of Trustees, unless otherwise indicated by notice in accordance with  provisions of Section 4.10 of these Bylaws.  

Section 4.2. Regular Meetings. The Board of Trustees shall meet at such time and in such places  as may be determined by the Chair of the Board, upon written notice of the hour, date, and place  of meetings to each Trustee not less than five (5) days prior to the meeting date. Notice shall be  given in accordance with provisions of Section 4.10 of these Bylaws. Meetings shall be open to  the public and provide an opportunity for public input and may be held in person in a building  accessible to the public, or via electronic means accessible to the public, or via combination of in 

person and electronic means. Participation in meetings shall be open to all members of the  Corporation, to anyone invited to attend by an officer of the Corporation, and to anyone residing,  owning property, or doing business within the boundaries of SHCC, as described in the map  attached hereto as Attachment A.

Section 4.3. Annual Meeting. One of the monthly meetings of the Board of Trustees described  in Section 4.1 above shall be designated as the annual meeting for the purposes of organization,  election of officers, and the transaction of other business. The Annual Meeting will generally  occur on the first Wednesday of October during or in place of the October Monthly Meeting but  may be held at another Monthly Meeting at the discretion of the Chair. If the Annual Meeting  cannot be held in place of the October monthly meeting, the Annual Meeting shall be held as soon  as convenient thereafter. 

Section 4.4. Special Meetings. The Chair of the Board, or a third of the current trustees, may call  a Special Meeting of the Board of Trustees by providing written notice of the hour, date, and place  of the meeting in accordance with the provisions of Section 4.10. 

Section 4.5. Voting. At any meeting of the Board of Trustees, each Trustee present at such  meeting shall have one (1) vote on any matter. Only those Trustees who have a current petition on  file as defined in Sections 3.2 and 3.3, had their requirement to file a petition waived pursuant to  Section 3.3, or who is qualified pursuant to Section 3.9 or 3.10, may vote. 

Section 4.6. Manner of Acting. The act of a majority of the Trustees present at a meeting at  which a quorum is present is the act of the Board of Trustees. Voting by proxy is permitted. 

Section 4.7 Action by Unanimous Written Consent. Any action required or permitted to be  taken at a meeting of the Board of Trustees may be taken without a meeting if consent in writing,  setting forth the action so taken, and signed by all of the Trustees. Such consent shall have the  same force and effect as a unanimous vote of the Trustees. 

Section 4.8 Meetings by Electronic Means or By Telecommunication. Trustees or committee  members may participate in a meeting by any means of communication by which all persons  participating in such meeting can hear one another. Participation in a meeting through electronic  means or telecommunication shall constitute presence in person at such meeting. 

Section 4.9 Quorum. So long as at least one third of all Trustees are present at any meeting of  the Board, the Trustees in attendance at any properly constituted meeting of the Board of Trustees  shall constitute a quorum for the transaction of business. 

Section 4.10 Notice. Notice of each meeting of the Board of Trustees, stating the place, date, and  hour of the meeting shall be given to each Trustee at the address or email address which appears  in the SHCC’s records, at least five (5) days prior to the meeting by the mailing of written notice  by regular, first class, certified, or registered mail, or at least two days prior to the meeting by  personal delivery of written notice or by telephonic or electronic notice (and the method of notice  need not be the same to each Trustee). The notice may be in the form of an electronic message  that contains a hyperlink to the location of a web page with the meeting notice information. If  mailed, such notice shall be deemed to be given when deposited in the United States mail with  postage prepaid. If electronic, such notice shall be deemed to be given when the electronic message  is delivered to the notifier’s Internet service provider. Any Trustee may waive notice of any  meeting before, at, or after such meeting. The attendance of a Trustee at a meeting shall constitute 

a waiver of notice of such meeting, except where a Trustee attends a meeting for the express  purpose of objecting to the transaction of any business because the meeting is not lawfully called  or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board  of Trustees need be specified in the notice or in the waiver of notice of such meeting, unless  otherwise required by statute. 

Section 4.11 Presumption of Assent. A Trustee who is present at a meeting of the Board of  Trustees at which action on any matter is taken shall be presumed to have assented to the action  taken unless: (i) their dissent or abstention shall be entered in the minutes of the meeting; (ii) they  file their written dissent or abstention to such action with the person acting as the secretary of the  meeting before the adjournment of the meeting; or (iii) they forward such dissent or abstention by  registered mail to the secretary of SHCC postmarked no later than 2 business days after said  meeting. No Trustee may dissent or abstain regarding an action for which the Trustee first voted  in favor. 

ARTICLE V – OFFICERS 

Section 5.1 Number and Qualifications. The officers of the SHCC shall be a Chair, three Vice Chairs, a Secretary, and a Treasurer. The Board of Trustees may also elect or appoint such other  officers, assistant officers, and agents, including an executive director, a controller, assistant  secretaries, and assistant treasurers, as it may consider necessary. 

Section 5.2 Election and Term of Office. The elected officers of SHCC shall be elected annually  by the present SHCC Trustees who have a current petition on file at the October Monthly Meeting  of the Board of Trustees or at the Monthly Meeting in which the Annual Meeting is held. All  officers elected must have a current petition on file or had their requirement to file a petition  waived pursuant to requirements of Section 3.3. Each officer shall hold office until a successor  qualifying in accordance with Section 3.3 above is elected. If the election of officers cannot be  held during the Regular Meeting held the first Wednesday of October, such election shall be held  at the newly designated Annual Meeting to take place as soon as convenient thereafter. 

Section 5.3 Election Procedures. Elections will be held as follows: 

1) The Chair of the Board of Trustees will appoint a Trustee to organize the Elections Committee  no later than the July SHCC meeting. The Elections Committee will consist of three or five  members. Members of the Elections Committee will appoint a Chair of the committee. Members  of the Elections Committee may not run for office. The Elections Committee decisions are final;  

2) A Trustee may nominate another Trustee for an office, but the Trustee nominated must accept  before they will be placed upon the ballot; otherwise the nomination is rejected;  

3)Candidates may only run for one office;  

4) At the Monthly Meeting the month prior to the planned Annual Meeting of the SHCC, those  wishing to run for office may but is not required to distribute flyers announcing their candidacy, a  resume and/or speak for a maximum of five (5) minutes. Those wishing to distribute campaign  materials shall do so at their own expense.

5) Candidates will have their name listed on the ballot if submitted to the Chair of the Election  Committee by 5:00 p.m. at least two weeks prior to the Annual Meeting of the SHCC. Write-in  candidates are permissible. 

6) Ballots will be presented to the Trustees at the Annual Meeting of the Board of Trustees. Once  the Chair opens the meeting to voting, voting will remain open for one (1) hour. When the voting  is closed, the Elections Committee will retire to a private location to count the ballots. 

7) For those Trustees not able to be present at the Annual Meeting, absentee ballots will be  available upon request from the Chair of the Election Committee or the Secretary, beginning two  (2) Mondays before the Annual Meeting. Ballots must be returned to the Chair of the Election  Committee or the Secretary in a sealed envelope signed across the flap or via electronic means  before the beginning of the Annual Meeting. Only official ballots will be counted. Absentee ballot  envelopes will only be opened and added to other ballots by the Election Committee during the  count of the ballots. 

8) Ties in the balloting will be decided by a coin toss. The Chair of the Elections Committee will  select a candidate to call the coin toss in the air and allow the coin to fall to the floor. The winner  of the coin toss shall be the one selected for the office. 

9) A write-in who wins an election to an office who has not previously announced their candidacy  must be contacted by the Elections Committee and asked if they will serve in the office to which  they are elected. Should the write-in decline, the office will go to the person with the next highest  number of votes. Should an office not be filled by an election then the incoming Chair of the Board  of Trustees will appoint individuals per the SHCC Bylaws. 

10) The order of Vice-Chairs will be determined by the number of ballots received, by coin toss  in the event of a tie, or by mutual consent of the Vice-Chairs. 

11) If a ballot contains votes for a number of candidates for any particular office that exceeds the  number indicated on the ballot, the votes for that office on that ballot will be considered invalid. See Attachment B for Sample Ballot. 

Section 5. Vacancies. A vacancy in any office because of death, resignation, removal,  disqualification, or otherwise may be filled as provided for in these Bylaws by an appointee of the  Chair for the un-expired portion of the term and with the consent of a majority of the quorum of  the Trustees at a regular meeting of the SHCC. 

Section 5.5 Chair, Vice-Chairs, Secretary, and Treasurer. 

(a) Chair. The Chair shall, subject to the direction and supervision of the Board of Trustees: (i) be  the chief executive officer of SHCC and have general and active control of its affairs and business  and general supervision of its officers, agents, and employees; (ii) preside at all meetings of the  Board of Trustees; (iii) see that all acts and decisions of the Board of Trustees are carried into  effect; and, (iv) perform all other duties incident to the office of Chair and as from time to time 

may be assigned by the Board of Trustees. A vacancy in the office of Chair shall be filled by the  First Vice Chair acceding to the office of Chair. 

(b) Vice Chair(s). The Vice Chair(s), in order of their election, shall assist the Chair and shall  perform such duties as may be assigned to them by the Chair or by the Board of Trustees. Any  Vice Chair designated by the Chair shall, at the request of the Chair or, in the Chair’s absence or  inability or refusal to act, perform the duties of the Chair and when so acting shall have all the  powers of and be subject to all the restrictions upon the Chair. A vacancy in the office of Vice  Chair shall be filled by the Vice Chair(s) acceding to the next highest office, based upon their order  of election, until the next regularly held election. 

(c) Secretary. The Secretary shall: (i) keep the minutes of the proceedings of the Board of Trustees;  (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; (iv) in general, perform all duties  incident to the office of Secretary; (v) notify Trustees of the pending expiration of their terms of  office; (vi) apprise the State of Utah Department of Commerce of new officers and file all other  documents required; and, (vii) perform such other duties as from time to time may be assigned by the Chair or by the Board of Trustees. Assistant Secretaries, if any, shall be appointed by the Chair  with the consent of a majority of a quorum of the Trustees at a regularly held meeting of the SHCC  and shall have the same duties and powers, subject to supervision by the Secretary. A vacancy in  the office of the Secretary shall be filled by an appointee of the Chair for the un-expired portion of  the term with the consent of a majority of a quorum of the Trustees at a regular meeting of the  SHCC. 

(d) 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 of Trustees; (ii)  receive and give receipts for monies paid in 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) unless there is a controller, 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 annually prepare and  furnish to the Chair and the Board of Trustees 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 such other duties as from time to time may be assigned by the Chair or the Board of  Trustees. Assistant Treasurers, if any, shall be appointed by the Chair with the consent of a  majority of a quorum of the Trustees at a regularly held meeting of the SHCC and shall have the  same powers and duties, subject to supervision by the Treasurer. All disbursements shall require  the approval of two officers whose signatures are on file with the bank. The first vice-chair may  substitute as one of the two required signatures in the event of the absence of either the chair or  treasurer. A vacancy in the office of Treasurer shall be filled by an appointee of the Chair for the  unexpired portion of the term with the consent of a majority of a quorum of the Trustees at a  regular meeting of the SHCC.

Section 5.6 Multiple Offices. A person may not hold more than one office of the SHCC at any  given time. 

ARTICLE VI – COMMITTEES 

Section 6.1. Committees Generally. The Board of Trustees may at any time establish one or more  committees of members of the Corporation for any appropriate purpose and may likewise dissolve  any such committee at any time. The members of any such committee shall elect a Chair of the  committee, who shall be a member of the Board, who shall preside at all meetings of the  committee, and who shall generally supervise the conduct of the committee’s affairs. Rules  governing procedures for meetings of any such committee for the conduct of such committee’s  affairs shall be as established by the Board of Trustees or the committee as directed by the Chair  of the Board of Trustees.

ARTICLE VII – EXECUTION OF INSTRUMENTS 

Section 7.1 Checks, drafts, etc. All checks, drafts, orders for payment of money, and notes or  other evidence of indebtedness issued in the name of the SHCC that are for $250.00 or less shall  be approved in writing by two officers of the Corporation. All checks, drafts, orders for payment  of money, and notes or other evidence of indebtedness issued in the name of the SHCC that are  for more than $250.00 but less than $500.00 shall be approved in writing by a majority of the  officers of the Corporation. All checks, drafts, orders for payment of money, and notes or other  evidence of indebtedness issued in the name of the SHCC for more than $500.00 shall be approved  by a majority vote of a quorum of the Board of Trustees held at any duly called meeting of the  Corporation. 

Section 7.2 Loans. No loans shall be contracted on behalf of the SHCC and no evidences of  indebtedness shall be issued in its name unless authorized by a resolution of the Board of  Trustees. Such authority may be general or confined to specific instances. 

Section 7.3 Deposits. All funds of SHCC not otherwise employed shall be deposited to the credit  of the SHCC in such banks, trust companies, or other depository as the Board of Trustees may  select. 

Section 7.4 Contracts. The Board of Trustees may authorize any officer or officers, or agent or  agents, to enter into any contract or execute and deliver any instrument in the name of and on  behalf of the SHCC; and such authority may be general or confined to specific instances 

ARTICLE VIII – INDEMNIFICATION 

Section 8.1 Indemnification. To the extent allowed by the Articles of Incorporation and law, the  SHCC may indemnify any Trustee, officer, employee, or agent of the SHCC against any and all  claims and liabilities to which the Trustee, officer, employee or agent may become subject by reason of serving or having served as a Trustee, officer, employee, or agent of the SHCC or any  other corporation at the request of the SHCC, or by reason of any action alleged to have been  taken, omitted, or neglected as such Trustee, officer, employee, or agent; and the SHCC may 

reimburse such person for all attorneys’ fees and other expenses incurred in connection with any  such claim or liability, except that no such person shall be indemnified against or reimbursed for  any expenses incurred in connection with any claim or liability arising out of his or her own fraud,  malicious or willful misconduct, or when injury or damage resulted from the illegal use of alcohol  or a controlled substance. Such indemnification shall be in addition to any other rights to which  those indemnified may be entitled under any law, Bylaw, agreement, or otherwise. 

Section 8.2 Advances of Costs and Expenses. The SHCC may pay costs and expenses incurred  by a Trustee, officer, employee, or agent in defending a civil or criminal action suit or proceeding  in advance of the final disposition of the action, suit, or proceeding upon receipt of a written  undertaking by or on behalf of the person that he or she shall repay the amount advanced if it is  ultimately determined that he or she is not permitted or entitled to be indemnified by the SHCC as  authorized by these Bylaws. 

Section 8.3 Insurance. The Board may, at its discretion, purchase and maintain insurance on  behalf of the Trustees, officers, employees, and agents and former Trustees, officers, employees,  and agents, against any liability or settlement based upon asserted liability incurred by them by  reason of being or having been Trustees, officers, employees, or agents of the SHCC, whether or  not the SHCC would have the power to indemnify them against such liability or settlement under  the provisions of applicable law. 

8.4 Personal Liabilities of Trustees and Officers. No Trustee or officer of the SHCC shall be  personally liable to the SHCC for civil claims arising from acts or omissions made in the  performance of his or her duties as a Trustee or officer, unless the acts or omissions are the result  of his or her fraud, or malicious or willful or knowingly wrongful conduct, or the illegal use of  alcohol or a controlled substance. 

ARTICLE IX – LIMITATIONS 

Section 9.1. Net Earnings. No part of the net earnings of the SHCC shall inure to the benefit of,  or be distributable to, its Trustees, officers, or other private persons, except that the SHCC 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. 

Section 9.2. Activities. Notwithstanding any other provision of these articles, the SHCC shall not  carry on any activities not permitted to be carried on: (i) by a corporation exempt from federal  income tax under Section 501(c)(3) of the Internal Revenue Code; or (ii) by a corporation,  contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

ARTICLE X – DISSOLUTION 

Section 10.1. Dissolution Procedures. At any time where the Board feels a dissolution is appropriate, the Board shall adopt a resolution recommending that the Corporation be dissolved, said resolution directing that the question of such dissolution be submitted to a vote at a meeting of the Board for consideration and approval. Written or printed notice stating that the purpose of such meeting is to consider the advisability of dissolving the Corporation shall be given within the

time and in the manner provided in these Bylaws. A resolution to dissolve the Corporation shall be adopted upon a vote of three-fourth of the Board. In the event less than three-fourths of the votes are received in favor of dissolution, the Corporation shall not be dissolved, but shall continue in effect as in the past. 

Section 10.2. Distribution of Assets upon Dissolution. Upon the dissolution of the SHCC, its  remaining assets shall be used to satisfy the debts, obligations, and liabilities of the Corporation,  with any remaining assets to be distributed by the Board of Trustees for one or more exempt  purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or to one or more  organizations which are organized or operated exclusively for such purposes, 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 by the Board, shall be disposed of by the district court of the county  in which the principal office of the SHCC is then located, exclusively for such purposes or to such  organization or organizations, as said court shall determine. 

ARTICLE XI – AMENDMENT OF BYLAWS 

Section 11.1. Amendment of Bylaws. These Bylaws may be amended, altered, changed, added  to, or repealed by an affirmative vote of a two-thirds majority of the Trustees in attendance at any  regular meeting of the Trustees provided the vote occurs prior to the time of adjournment stated in  the agenda for that meeting; provided that Article IX, Limitations, and X, Dissolution, herein may  not be amended in any manner inconsistent with the requirements for tax exemption under Section  501(c)(3) of the Internal Revenue Code. 

ARTICLE XII – MISCELLANEOUS 

Section 12.1 Fiscal Year. The fiscal year of the corporation shall be as established by the Board  of Trustees. 

Section 12.2 Conflicts of Interest. If any person who is a Trustee or officer of SHCC is aware  that the corporation is about to enter into or consider making a recommendation with respect to  any business transaction materially affecting that Trustee, any member of the Trustee’s family, or  any entity in which the Trustee has any legal, equitable, or fiduciary interest or position, including  without limitation as a Trustee, officer, shareholder, partner, or beneficiary, such person shall: (a)  immediately inform those charged with approving the transaction on behalf of the corporation of  the Trustee’s interest or position; and (b) not be entitled to vote on the decision to enter into or  make a recommendation with respect to such transaction. 

Section 12.3 Severability. The invalidity of any provision 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. 

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ATTACHMENT A 

Map of the Sugar House Community Council Neighborhoods. 

[See the map on this website; available at https://sugarhousecomm.wpengine.com/neighborhood area-map/] 

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ATTACHMENT B 

SUGAR HOUSE COMMUNITY COUNCIL ELECTION OF OFFICERS FOR THE BOARD  OF TRUSTEES 20__ 

CHAIR (Vote for 1 with an X) _______  

Names of Candidates *********************************************** 

VICE CHAIR (Mark 1-3, 1 being 1st choice, 2 being 2nd choice, 3 being 3rd choice) Names of Candidates *********************************************** 

SECRETARY (Vote for 1 with an X) _______  

Names of Candidates *********************************************** 

TREASURER Vote for 1 with an X) _______ 

Names of Candidates *********************************************** ###

ATTACHMENT C

SHCC Neighborhood and Trustee Allocation

ATTACHMENT C 

SHCC Neighborhood and Trustee Allocation. Article III, Section 3.2 of the Sugar House  Community Council Amended and Restated Bylaws states the Board of Trustees shall consist of  at least 15 Trustees. Neighborhood Trustees shall be determined in proportion to the relative  population of each neighborhood district, based upon current census block data. In addition to the  proportional representation, the SHCC may authorize no more than fifteen (15) “At-large”  Trustees. The following neighborhood statistics show the population and percentages for the 2010 

census & the current statistics based on the 2020 Census Data:

* Per Article III Section 3.5, Bonneville and Wasatch Hollow are no longer recognized. † Per Article III Section 3.5, Emerson is provisional. 

The following formula is used as a method of determining the number of trustees allowed per  neighborhood in proportion to the relative population of each neighborhood based on the  population:

Those between 0%-5% have 2 trustees – Highland Park, County Club, & Wilford. 

6%-10% have 3 trustees – Beacon Heights, Sugar House Park, Dilworth, Fairmont, Garfield,  Grandview, & Nibley. 

11%-15% have 4 trustees – Emerson, Forest Dale & Westminster. 

That would be: 3 X 2 = 6, 7 X 3 = 21, 3 X 4 = 12 for a total of 39; At Large = 15 for a total of 15. TOTAL MAXIMUM TRUSTEES = 54 

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SECRETARY’S NOTE ON TRUSTEE CALCULATIONS: Boundaries of some 2020 census  tracts do not perfectly align with boundaries of SHCC neighborhoods; specifically, the boundaries  of census tracts E14, E15, and E17 break across multiple SHCC neighborhoods. While it is  possible to say with certainty how much the population of each of these census tracts changed 

between 2010 and 2020, it is not possible to say how much of these changes can be ascribed to the  individual SHCC neighborhoods within these tracts. 

For example, because 2020 census data provides census tract E14 had a population of 2,389 in  2010 versus a population of 4,125 in 2020, it is possible to say with certainty that E14 saw a net  increase of 1,736 people between 2010 and 2020. But because census tracts E14 (outlined in red  in the below map) breaks across two SHCC neighborhoods (Fairmont and Sugar House Park), it  is not possible to how much of this growth occurred in the Fairmont neighborhood versus the Sugar  House Park neighborhood. 

To remedy this for purposes of calculating neighborhood trustees, the 2020 iteration of Attachment  C divides the 2020 population of E14 by 2 and then assigns the quotient to each neighborhood within that tract: 1 quotient to Fairmont and 1 quotient to Sugar House Park. Similarly, for E15  (which is outlined in blue on the below map and which breaks across 3 neighborhoods), the 2020  iteration of Attachment C divides the 2020 population of E15 by 3 and assigns the quotient to each  of the 3 neighborhoods in that tract: 1 quotient to Forestdale, 1 quotient to Highland Park, and 1  quotient to Grandview. 

The population of each neighborhood is then calculated by adding this quotient to the population  of any other census tract that falls within the neighborhood boundary. For example, the population  of Forestdale (highlighted in green on the below map) was calculated by adding 3 numbers  together: the quotient derived from dividing E15 by 3 (as E15 breaks across 3 neighborhoods); the  quotient derived from diving E17 by 3 (as E17 breaks across 3 neighborhoods); and the population  of E20 (which is entirely within the Forestdale neighborhood).