SLArts - Bylaws

December 14, 2007 AMENDED BYLAWS

SALT LAKE ARTS ACADEMY,

A Utah Non-Profit Corporation

ARTICLE I

Name, Powers and Purpose

1.1 Name. These Bylaws constitute the code of rules adopted by the Salt Lake Arts Academy, a Utah Nonprofit Corporation (the “Corporation”) for the regulation and management of its affairs.

1.2 Powers. The Corporation shall have such powers as are now or may hereafter be granted by the Utah Revised Nonprofit Corporation (the “Act”), or any successor legislation; except that such powers may be exercised only in furtherance of the purposes of the Corporation as stated in its Articles of Incorporation and consistent with its status as a corporation described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

1.3 Purpose. The purposes of the Corporation are as set forth in the Articles of Incorporation.

ARTICLE II

Offices and Agent

2.1 Principle Office. The Corporation may have such offices, either within or without the State of Utah, as the Board of Trustees may determine or as the affairs of the Corporation may require from time to time. The principle office of the Corporation shall be located at 844 South 200 East, Salt Lake City, Utah 84111.

2.2 Registered Office. The Corporation shall have and continuously maintain in the State of Utah a registered office as required by the Act. The registered office may be, but need not be, identical to the principle office, and the address of the registered office may be changed from time to time by a duly adopted resolution of the Board of Trustees and submission of the appropriate statement to the Utah Department of Commerce.

2.3 Registered Agent. The registered agent of the Corporation may be either an individual, resident in the State of Utah, a corporation authorized to transact business in the State of Utah, or a limited liability company authorized to transact business in the State of Utah. Such an agent shall be continuously maintained by the Corporation in the State of Utah. A new registered agent may be appointed if the office of such agent becomes vacant for any reason, or such agent becomes disqualified or incapacitated to act, or if the Corporation through the Board of Trustees revokes the appointment of such agent by duly adopted resolution. The new appointment shall be made by duly adopted resolution of the Board of Trustees and submission of the appropriate statement to the office of the Utah Department of Commerce. Such registered agent shall be recognized as an agent of the Corporation on whom any process, notice, or demand required or permitted by law to be served on a Corporation may be served.

ARTICLE III

Members

3.1 No members. The Corporation shall have no members.

ARTICLE IV

Board of Trustees

4.1 General Powers. All corporate powers shall be exercised by or under the authority of, and the property, business and affairs of the Corporation shall be managed by its Board of Trustees, subject to any limitation set forth in the Articles of Incorporation or under the Act.

4.2 Number of Trustees and Qualifications. The Corporation shall have not less than nine (9) trustees. Trustees need not be residents of the State of Utah but must be persons 18 years of age or older. The trustees shall elect from their number a trustee to serve as President of the Board of Trustees, for such terms and with such authority as may be granted by the Board of Trustees. The Board of Trustees shall be comprised of at least four parents of children attending the Salt Lake Arts Academy. The Board of Trustees shall make reasonable efforts to maintain Board membership that represents the community at large with an emphasis on persons from the arts community. The membership of the Board of Trustees shall be composed of persons who have actively demonstrated and/or expressed interest in and endorse the purposes of the Corporation.

4.3 Election and Term of Office. Trustees shall be elected by the Founding Members of the Salt Lake Arts Academy, and thereafter by the Board of Trustees at each annual meeting of the Board of Trustees. Members of the Board will serve staggered three year terms and shall be elected, or in the case of any renewing member, re-elected each year.

4.4 Annual Meetings. The regular annual meeting of the Board of Trustees shall be held at the time and place designated in the notice of such meeting by the Board of Trustees, which may fix any place, either within or without the State of Utah, as the place for holding such regular meetings, for the purpose of electing members of the Board of Trustees and officers, and for the transaction of such other business as may come before the meeting.

4.5 Regular and Special Meetings. Regular meetings of the Board of Trustees shall be held periodically, as the Board of Trustees may provide by resolution. Special meetings of the Board of Trustees may be called by the President of the Board of Trustees or by any number constituting a majority of the trustees, who may fix any place, either within or without the State of Utah, as the place for holding any special meeting of the Board of Trustees called by him or her, as shall be designated in the notice of the meeting.

4.6 Notice. Notice of any regular or special meeting of the Board of Trustees stating the place, day and hour of the meeting shall be in accordance with all state open meeting laws by written notice delivered personally or sent by first class, certified, registered or overnight mail, by facsimile or by e-mail to each trustee at his or her address shown by the records of the Corporation. If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid; if personally delivered, when delivered to the trustee; if delivered by facsimile, upon confirmation of receipt by the receiving facsimile machine; if by e-mail upon confirmation reply e-mail. Any trustee may waive notice of any meetings. The attendance of a trustee at any 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 was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Trustees need be specified in the notice or waiver of such meeting, unless required by the Act.

4.7 Quorum. A majority of the Trustees then serving at the time of a meeting shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees.

4.8 Manner of Acting. The act of a majority of the trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees unless the act of a greater number is required by the Articles of Incorporation, the Act or these Bylaws. Impartiality required by the presiding officer precludes exercising the right to make motions or debate while presiding, and also requires refraining from voting except (i) when the vote is by ballot, or (ii) whenever his or her vote will affect the result, as in the case of a tie.

4.9 Attendance. An attendance policy will be established, evaluated and restated in such a manner as shall from time to time be determined by a resolution of the Board of Trustees.

4.10 Compensation. Trustees, as such, shall receive no compensation for their services. Notwithstanding, trustees may be reimbursed by the Corporation for any moneys advanced for the Corporation.

4.11 Action by Written Consent. Any action required to be taken at a meeting of the Board of Trustees, or any action which may be taken at a meeting of the Board of Trustees, may be taken without a meeting if each and every member of the board in writing either (a) votes for the action, or (b) votes against the action or abstains from voting, and waives the right to demand that action not be taken without a meeting. Such a vote shall have the same legal effect as a vote of all the trustees and may be described as such in any document.

4.12 Resignation. A trustee may resign at any time by giving written notice of resignation to the Board, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective but such resignation shall be effective when notice is delivered.

4.13 Removal of Trustees. Trustees may be removed from office by the Board of Trustees. The removal may be with or without cause.

4.14 Honorary Trustees. Honorary members of the Board of Trustees may be elected by the Board of Trustees for indefinite terms with no privileges as trustees and without vote or compensation. These members may include city council members, members of the boards of education of the city and/or state, and other community members as the Board may deem appropriate. Such members shall lend their expertise and resources to further the purposes of the Corporation. The Board of Trustees shall review the honorary membership biannually and disassociate those no longer active.

ARTICLE V

Officers

5.1 Number and Qualifications. The officers of the Corporation shall consist of the President and the Secretary. Other officers and assistant officers as may be deemed necessary by the Board of Trustees from time to time and may be elected or appointed by the Board of Trustees. Any two or more offices may be held by the same person.

5.2 Appointment and Term of Office. The officers of the Corporation shall be elected at the annual meeting of the Board of Trustees or at such later date thereafter as may be convenient. Each officer shall hold office until his or her successor shall have been duly elected or appointed and qualified, or until his or her death, resignation or removal in the manner provided in these bylaws.

5.3 Removal and Resignation. Any officer appointed by the Board of Trustees may be removed, either with or without cause, by the Board of Trustees. Any and all employees are employees at will and serve at the will of the Board of Trustees, unless such employee serves pursuant to a duly executed written contract that provides otherwise

5.4 Vacancies. A vacancy in any office for any cause shall be filled for the unexpired portion of the term by action of the Board of Trustees.

5.5 Authority and Duties of Officers. The officers of the Corporation shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the Board of Trustees, or these bylaws, except that in any event, each officer shall exercise such powers and perform such duties as may be required by law:

(a) President of the Board. The President of the Board is an executive officer of the Corporation and shall, subject to the control of the Board of Trustees, have general and active understanding of the affairs, business, officers and employees of the Corporation. The President may sign, execute and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Trustees, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or these Bylaws to some other officer or agent of the Corporation. The President shall, from time to time, in his or her discretion or at the order of the Board, submit to the Board reports of the operation and affairs of the Corporation. The President shall also perform such other duties and have such other powers as may be assigned to him or her from time to time by the Board of Trustees. The President shall preside at all meetings of the Board of Trustees.

(b) Secretary. The Secretary shall be an officer of the Corporation whose purpose is to ensure the integrity of the board’s documents; to see to it that all board documents and filing are accurate and timely. The secretary shall assure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records, including current Policies and Procedures and of the seal of the Corporation and keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Trustees.

ARTICLE VI

Committees and Advisory Boards

6.1 Committees. Upon the approval of a majority of all trustees then in office, the Board of Trustees may from time to time establish one or more committees or advisory boards. Each committee and advisory board shall have one or more trustees, and all committee and advisory board members shall serve at the pleasure of the Board of Trustees.

ARTICLE VII

Indemnification and Insurance

7.1 Definitions. For purposes of this Article 7, the following terms shall have the meanings set forth below:

(a) “Action” means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative.

(b) “Indemnified Party” means any person who is or was a party or is threatened to be made a party to any Action by reason of the fact that such person is or was a trustee, officer, employee or agent of the Corporation (which shall include actions taken in connection with or relating to the organization of the Corporation) or is or was serving at the request of the Corporation as a director, officer, partner, member, manager, trustee, fiduciary, employee, or agent of another corporation, nonprofit corporation, person, or employee benefit plan.

7.2 Indemnification. The Corporation, to the maximum extent permitted, and in the manner required by the laws of the state of Utah, shall indemnify any Indemnified Party against any and all applicable claims, judgments, fines, amounts paid in settlement and other costs actually and reasonably incurred in any Action giving rise to the Indemnified Party’s status as such.

7.3 Determination. The Corporation may not indemnify an Indemnified Party under Section 7.2 unless a determination has been made in the specific case that indemnification of the Indemnified Party is permissible under the circumstances and under the law of the State of Utah. Such determination with respect to an Indemnified Party shall be made (1) by the Board of Trustees by majority vote of those present at a meeting at which a quorum is present, and only those trustees not parties to the Action shall be counted in satisfying the quorum, (2) if a quorum cannot be attained, by majority vote of a committee of the Board of Trustees, which committee shall consist of two or more trustees not parties to the Action, except that trustees who are parties to the action may participate in the designation of trustees for the committee, or (3) by special legal counsel selected by the Board of Trustees or its committee in the manner prescribed in clauses (1) or (2) of this Section 7.3, or, if such quorum or committee cannot be established, by special legal counsel selected by a majority vote of the full Board of Trustees.

7.4 Payment in Advance. Expenses, including attorneys’ fees, or some part of such expenses, incurred by an Indemnified Party in defending any Action shall be paid by the Corporation in advance of the final disposition of such Action upon the satisfaction of the following conditions: (1) the Indemnified Party furnishes the Corporation a written affirmation of such person’s good faith belief that (i) such person has acted in good faith, (ii) such person reasonably believes that such person’s conduct was in, and not opposed to the Corporation’s best interest (or in any case involving an employee benefit plan, such action was believed to be in and not opposed to the interests of the participants in and beneficiaries of the plan), and (iii) in the case of criminal proceedings, such person had not reasonable cause to believe such person’s conduct was unlawful; (2) the Indemnified Party furnishes the Corporation a written undertaking, executed personally or on the Indemnified Party’s behalf, to repay the amount advanced if it is ultimately determined that such Indemnified Party did not meet the appropriate standard of conduct; and (3) a determination is made pursuant to Section 7.3 that the facts then known to those making the determination would not preclude indemnification under the Act or these Bylaws.

7.5 Other Indemnification. The indemnification and advancement of expenses provided by this Article 7 shall not be construed to be exclusive of or limit any other rights to which any Indemnified Party or other person may be entitled under Federal, State or Local Law, the Articles of Incorporation or any bylaw, agreement, vote of disinterested trustees or otherwise, both as to action in such Indemnified Party’s official capacity and as to action in another capacity while holding office.

7.6 Insurance. By action of the Board of Trustees, notwithstanding any interest of the trustees in such Action, the Corporation may purchase and maintain insurance in such amounts as the Board of Trustees may deem appropriate on behalf of any Indemnified Party against any liability asserted against such Indemnified Party and incurred by such Indemnified Party in such Indemnified Party’s capacity, or arising out of such Indemnified Party’s status, as an Indemnified Party, whether or not the Corporation would have the power to indemnify such Indemnified Party against such liability under applicable provisions of law.

7.7 Right to Impose Conditions to Indemnification. The Corporation shall have the right to impose, as conditions to any indemnification provided by the Corporation, such reasonable requirements and conditions as may appear appropriate to the Board of Trustees in each specific case and circumstance, including, but not limited to, any one or more of the following: (a) that any counsel representing the Indemnified Party in connection with the defense or settlement of any Action shall be counsel mutually agreeable to the Indemnified Party and to the Corporation; (b) that the Corporation shall have the right, at the Corporation’s option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the Indemnified Party; and (c) that the Corporation shall be subrogated, to the extent of any payments made by way of indemnification, to all of the Indemnified Party’s right of recovery and that the Indemnified Party shall execute all writings and do everything necessary to assure such rights of subrogation to the Corporation.

ARTICLE VIII

Execution of Instruments, Loans and Deposits;

Checks and Gifts

8.1 Instruments. The Board of Trustees may authorize any officer or officers, agent of agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

8.2 Loans. No loans or advances shall be contracted on behalf of the Corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the Corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the Corporation, unless and except as authorized by the Board of Trustees. Any such authorization may be general or confined to specific instances.

8.3 Checks and Drafts. All checks, drafts, orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Trustees.

8.4 Deposits. All monies of the Corporation shall be deposited in not less than three days, to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Trustees may designate or as from time to time may be selected by any officer or agent authorized to do so by the Board of Trustees.

8.5 Gifts. The Board of Trustees or any officer authorized by the Board of Trustees may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the Corporation.

ARTICLE IX

Miscellaneous

9.1 Books and Minutes. The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of the Board of Trustees.

9.2 Policies and Procedures. The Corporation shall keep current copies of its Policies and Procedures at the principle office of the Corporation.

9.3 Fiscal Year. The fiscal year of the Corporation shall be the twelve (12) month period ending on the last day of June or as may be otherwise fixed by resolution of the Board of Trustees.

9.4 Waiver of Notice. Whenever any notice is required to be given under the provisions of the Act or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

9.5 Amendments to Bylaws. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Board of Trustees present at any regular meeting or at any special meetings.

9.6 Interpretation. These Bylaws and each provision of these Bylaws are subject to applicable statutory law and to the Articles of Incorporation.

9.7 Related Party Transactions. No contract or other transaction between the Corporation and one or more of its trustees, committee members, advisory board members or a party related to any such trustee, committee member, advisory board member or any other corporation, firm, association, or entity in which one or more of the trustees, any committee members or any advisory board member are directors, officers, members, partners or are financially interested (“Related Party Transaction”) shall be either void or voidable because of such relationship or interest, or because such trustee, committee member or advisory board member, as the case may be, is present and votes at the meeting of the trustees, the committee or the advisory board which authorizes, approves or ratifies the Related Party Transaction; provided that if (a)(i) the material facts of such relationship or interest are fully disclosed or known to the trustees, committee or advisory board which authorizes, approves or ratifies the Related Party Transaction, and (ii) the Board of Trustees, the committee or the advisory board in good faith authorizes, approves or ratifies the Related Party Transaction by affirmative vote of a majority of disinterested trustees, committee members or advisory board members, as the case may be, even though the disinterested trustees, committee members or advisory board members are less than a quorum, or (b) the terms and conditions of such Related Party Transaction are fair and reasonable to the Corporation, then such contract or other transaction shall be voidable only upon a vote to void such contract or other transaction by the majority of the Board of Trustee who are not parties of financially interested parties to the contract or other transaction. Such vote voiding a contract or other transaction shall be held as soon as reasonably possible after the Trustees are made aware of the Related Party Transaction. Notwithstanding the foregoing, in no event shall the Corporation make a loan to any trustee or officer of the Corporation.

These December 14, 2007 AMENDED BY-LAWS OF THE SALT LAKE ARTS ACADEMY are hereby adopted by the undersigned Board of Trustees of the Salt Lake Arts Academy