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PERIPATEC

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Corporate Bylaws

 

 

 

 

I: Name and Purpose

 

Section 1.1: Name

 

  1. Name: The name of the organization shall be Peripatec

 

Section 1.2: Purpose

 

  1. Purpose: The purpose of the Nonprofit Corporation is to engage in any lawful act for which a nonprofit corporation may be organized as stated in the articles of incorporation.

  2. Private Inurement: No part of the net earnings of Peripatec shall inure to the benefit of, or be distributable to, its directors or officers, employees, or other private persons, except that Peripatec shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its stated purposes.

 

 

II: Offices

 

Section 2.1: Offices

 

  1. Principal Office: Upon incorporation, there shall be no principal office. The Board of Directors may designate a location to be the principal office.

 

 

III: Membership

 

Section 3.1: Membership

 

  1. Membership: Peripatec shall have no members with voting rights. All governance authority resides with the Board of Directors and, where delegated, the Executive Director.

 

 

IV: Board of Directors

 

 

Section 4.1: Powers and Composition

 

  1. Powers: The Board of Directors (the ‘Board’) shall have ultimate authority over Peripatec’s affairs.

  2. Number: The Board shall consist of no fewer than three [3] and no more than fifteen [15] Directors.

  3. Qualifications: Directors shall be selected by prioritizing alignment with Peripatec’s culture and organizational focus.

  4. Term: Directors shall serve two-year terms renewable for up to three additional terms. 

 

Section 4.2: Election and Appointment

 

  1. Initial Directors: The Initial Directors of the Board shall be Jason Bangerter, Brad Corbett, Melanie Corbett, and Jason Kruger.

  2. New or Replacement Directors: All Directors other than the Initial Directors shall be nominated by an existing Board Member and appointed by a majority vote of the existing Board.

 

Section 4.3: Meetings

 

  1. Regular Meetings: The Board shall meet at least annually, with additional meetings as called by the Executive Director or Board Chair.

  2. Special Meetings: May be called by the Executive Director, Board Chair, or any director with 2 days’ notice, unless waived by unanimous consent for urgent matters.

  3. Quorum: A majority of directors constitutes a quorum.

  4. Virtual Participation: Directors may participate via video or teleconference.

  5. Action Without a Meeting: The Board may take action by unanimous written consent without a meeting. 

 

Section 4.4: Compensation

 

  1. Compensation: Directors may receive reasonable compensation for services, as determined by the Audit Committee and approved by the Board. No director may participate in votes regarding their own compensation

 

Section 4.5: Removal and Conflict of Interest

 

  1. Removal: Directors may be removed at any time, with or without cause, by a two-thirds majority vote of the Board. 

  2. Conflict of Interest: Directors, officers and the Executive Director shall adhere to the Conflict of Interest Policy, which requires annual disclosure of potential conflicts and recusal from related decisions. The Conflict of Interest Policy shall be maintained as a separate document, reviewed annually by the Board, and made available to all directors and officers.

 

 

V: Officers

 

 

Section 5.1: Titles

 

  1. Titles: Officers shall include a Chair, Secretary, and Treasurer, appointed by the Board. The Chair must be a Board member, but the Secretary and Treasurer may be non-directors if deemed appropriate by the Board.

  2. Non-Director Voting Rights: If the Secretary and Treasurer are non-directors, they are considered to be ex-officio non-voting members of the Board.

 

Section 5.2: Duties of Officers

 

  1. Chair: Presides over meetings, represents Peripatec, and ensures that actions taken by the Board and Peripatec are aligned with the stated purpose of Peripatec.

  2. Secretary: Maintains records and minutes.

  3. Treasurer: Oversees financial records and reports to the Board.

  4. Separation of Duties:

    1. No individual may serve as both Chair and Treasurer simultaneously.

    2. The executive director may not serve as Chair.

 

Section 5.3: Term and Removal

 

  1. Term: Officers serve one-year terms, renewable up to three terms.

  2. Removal: Officers may be removed by a two-thirds vote of the Board.

 

VI: Executive Director

 

 

Section 6.1: Authority, Appointment and Removal of Executive Director

 

  1. Role and Authority: The Board may appoint an Executive Director to manage daily operations and exercise decision-making authority, including: approving contracts, partnerships, and programs; hiring and terminating staff; and setting strategic priorities, subject to Board oversight.

  2. Appointment: The appointment of an Executive Director requires a simple majority vote of the Board of Directors.

  3. Removal: The Executive Director may be removed only by a two-thirds majority vote of the Board.

 

Section 6.2: Executive Director Compensation

 

  1. Compensation: The Executive Director’s salary shall be determined by the Audit Committee, approved by the Board, and publicly disclosed to maintain transparency. The Executive Director’s compensation shall be disclosed annually on Peripatec’s website and in the annual report.

 

VII: Committees

 

 

Section 7.1: Committee Establishment

 

  1. Establishment: The Board or Executive Director may establish committees as needed except for the Audit Committee which is established per section 7.1.2.1.

 

Section 7.2: Audit Committee

 

  1. Composition: Shall consist of at least two independent members (who may include non-directors with financial expertise), appointed by the Board. The Executive Director shall not serve on the Audit Committee.

  2. Duties: The duties of the audit committee shall be to oversee annual financial reviews or audits; to determine executive and director compensation for Board approval, ensuring fairness and alignment with Peripatec’s mission; and to ensure appropriate public disclosure of financial information including executive salaries on Peripatec’s website and in annual reports.

  3. Meetings: Shall meet at least annually.

 

VIII: Financial Management and Operations

 

 

Section 8.1: Financial Management and Operations

 

  1. Fiscal Year: The fiscal year shall be January 1 to December 31.

  2. Contracts: The Executive Director or Board may authorize contracts. Contracts or expenditures exceeding $100,000 shall require Board approval

  3. Financial Oversight: The Board or Executive Director shall ensure an annual financial review, conducted by an independent third party, with results disclosed publicly on Peripatec’s website to maintain trust. The Executive Director shall prepare an annual budget for Board approval within the first quarter of the fiscal year.

 

IX: Indemnification and Insurance

 

 

Section 9.1: Director Indemnification and Insurance

 

  1. Indemnification: Peripatec may indemnify directors to the extent permitted by Utah Code Ann. Section 16-6a-901 et seq. Directors shall not be personally liable for monetary damages for breach of fiduciary duty, except in cases of intentional misconduct, fraud, or knowing violation of law.

  2. Insurance: Peripatec may maintain directors and officers (D&O) liability insurance.

 

X: Amendments

 

 

Section 10.1: Amendments to Bylaws

 

  1. Amendment Process: These bylaws may be amended by a two-thirds majority vote of the Board with at least 7 days’ notice.

 

XI: Dissolution

 

Section 11.1: Dissolution

 

  1. Dissolution: Upon dissolution, assets shall be distributed in accordance with state law. The Board shall prioritize distributions that align with Peripatec’s organizational focus.

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