BYLAWS OF

WESTPOINTE COMMUNITY COUNCIL

Article 1

NAME, MISSION, PURPOSE, DURATION

1.1 The name of this organization is West Pointe Community Council, which will be referred to in these
bylaws as the Council and/or WPCC.

1.2 The mission of WPCC is to improve the quality of life within the neighborhoods through
resident participation.

1.3 The objectives of the Council are to:

1.3.1 Provide a forum to discuss issues, share information, make recommendations on issues
of mutual concern and matters affecting our neighborhoods.
1.3.2 Establish working groups/committees to facilitate issue resolution,
1.3.3 Promote activities that enhance and enrich the community
1.3.4 Provide and expand communication links with governmental, civic, and
community organizations. Interface with government and community leaders in
furthering the goals of WPCC.
1.3.5 To receive, invest, and disburse funds and to hold property for WPCC's
purposes and to receive gifts and contributions of real and personal
property.

1.4 The period of duration of WPCC shall continue perpetually unless sooner terminated according to
law.

1.5 The business year of WPCC shall run from January 1st through December 31st of each year.

Article 2

MEMBERSHIP

2.1 Membership shall be open to any person 18 years of age or older who is a
resident, property owner, or owner of a licensed business operating in the Westpointe
Community, which is situated within the following boundaries:

East Boundary: Redwood Road to also include the Earnshaw Ln development on the East
side of Redwood Road at approximately 1770 North

West Boundary: Salt Lake City west city limits

South Boundary: 700 North

North Boundary: Salt Lake City north city limit

2.2 A person shall cease to be a member of the Council if that person:

2.2.1 Resigns in writing from the Council
2.2.2 Ceases to meet the criteria of Section 2
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 2..3 No person shall be denied membership or office in the Council on the basis of age, ancestry,
color, disability, gender, marital status, medical condition, national origin,
physical limitation, race, religion or sexual orientation.

Article 3

EXECUTIVE BOARD

3.1 The business of WPCC shall be managed by the Executive Board. The Executive Board
shall consist of a Chair, Vice-Chair, Chair Elect, Immediate Past Chair, a Secretary, a
Treasurer and a Neighborhood Representative(s) from each of the WPCC’s
Neighborhood Associations.

3.2 WPCC shall be divided into Neighborhood Associations. The boundaries and Names are to be
organized and determined starting the first year (2010) by the standing Executive Board. The first
Neighborhood Representatives for each Neighborhood Association are to be nominated/appointed by
the standing Executive Board. After which the Neighborhood Representatives shall be elected as per
designated process in November or during or the 2010 November Membership meeting. In the
absence of willing representatives, the Board shall enlist/appoint Neighborhood Representatives as
needed.

3.3 In order for the Executive Board to conduct business, it shall be established that a
quorum is present. A quorum shall consist of at least four 5 voting members.

3.4 Each Neighborhood Association shall elect a representative. In the absence of any
Neighborhood Association, or any WPCC recognized Neighborhood Association, the
Nominations and Elections Committee shall help to create the needed Neighborhood
Association and nominate/appoint a neighborhood representative(s) for that neighborhood. In the
event that an elected neighborhood representative is unable to serve between elections, the
Executive Board shall nominate/appoint a neighborhood representative to serve until the next
duly noticed Membership meeting.

3.5 The Executive Board shall maintain Standing Committees and appoint other Standing
and Special Committees as they are deemed necessary and appoint Chairs of these Committees.

3.6 Executive Board planning meetings shall be held the first Thursday of every month at a
location TBD and announced. Executive Board planning meetings are open to any community
member of the WPCC.

3.7 All members of the Executive Board shall reside within the WPCC boundaries.

3.8 The Executive Board shall not be personally liable for any obligations of the WPCC or for
any duties or obligations arising out of any acts or conduct performed in good faith for or on
behalf of WPCC.

. 3.9 The members of the Board shall be elected at the November meeting as provided in
Article 8 of these bylaws. In the event sufficient volunteers do not come forward to
serve, the Board is nonetheless empowered to conduct the business of the Council as
herein provided as fully as if all districts were properly represented. If the Board falls
`below six members, the Board may appoint Council members to fill up to three positions
until the following annual election.

3.10 The Board shall direct the affairs of the Council by:

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 3.10.1. Maintaining Standard Operating Proceedures to implement these bylaws, a copy of
which shall be made available for public review.
3.10.2 Setting the Council's monthly meeting agenda.
3.10.3 By providing informal input and feedback to those who seek to bring matters
before the Council
3.10.4 By otherwise acting as expressly provided in these bylaws

3.11 All matters before the Board shall be determined by a majority vote of the members of
the Board present at the meeting with neither absentee nor proxy voting except as described in 3.13

3.12 Voting matters for the Board shall consist of administrative issues and amendment of WPCC Bylaws.

3.13 Amendments to the WPCC Bylaws shall be determined by ¾ or 75% vote of the members of the
Executive Board present at the meeting with neither absentee nor proxy voting. The vote shall only
take place 30 days following announcing the proposed change. This will give a 30 day period for
Board and Committee discussion.

3.14 The Board shall designate at least one member of the Board to represent WPCC and to be a member
of the Salt Lake Community Network (SLCN). This organization is comprised of (at least) one
member from each of the Community Councils in SLC. Our member will participate in the meetings
and committees of the SLCN and share and report information to the Board and if appropriate to the
Council in general.

3.15 If a member of the Board fails to attend 50% of the regular monthly Board meetings
during their term, the member shall not be considered active and will not be eligible for
nomination to the Board or other elected office at the next annual election unless the
Board votes to reinstate them.

Article 4

MEETINGS AND VOTING

4.1 The Council shall meet on the third Wednesday of each month (except August and December) at
6:30 p.m. at the Day-Riverside Library meeting room.

4.2 All meetings will be conducted in accordance similar to Robert's Rules of Order or other
special rules adopted by the Board.

4.3 Special meetings of the Council may be held at any time, at a time and place designated
by the Chair. The Chair shall announce the meeting at a regular monthly Council
meeting giving the members at least one week notice of the date, time, place, and purpose
of the special meeting.

4.4 The agenda for the monthly meetings of the Council shall provide time for reports from
Committees of the Council, matters as the Chair or the Board deems appropriate and an
Open Forum during which brief comments from the floor will be accepted as suggestions
for future consideration. Any member of the Council may propose topics for the agenda
by presenting that topic to the Board at their monthly planning meeting or by presenting
it from the floor during the Open Forum.

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4.5 The Chair shall preside at all meetings of the Council. In the absence of the Chair, the
Chair-elect shall preside and, in the absence of both the Chair and Chair-elect, the
presiding officer shall be appointed by the Chair. If the designated presiding officer fails
to appear, the presiding officer for that meeting shall be selected by a majority of the
members present.

4.6 At least 4 members of the Council present at any given meeting shall constitute a quorum for the
transaction of business. All matters coming before any meeting of the Council shall be
determined by majority vote of the members present with neither absentee nor proxy
voting. No matter coming before the Council's monthly meeting shall be acted upon (a
vote held) unless:
4.6.1 A notice concerning the voting of an issue is published in the Agenda of the meeting
in which the action is to take place. The Agenda will be found in the monthly
newsletter which is mailed and e-mailed to community members and also found on
the SLC Corp web site.
4.6.2. An open discussion on the issue has occurred during that meeting.
4.6.3 Exceptions to the requirement for prior notice and discussion include those
matters of interest to the community which are of an emergency nature or for
which a deadline has been imposed requiring expedited action by the Council.
Such exceptions shall be approved by a majority vote of the Board.

4.7 The general Community Membership shall vote on matters and issues of the Community matters and
issues brought before the Membership during Community Council Meetings. The general
Community Membership shall vote for Officers and positions during the November Membership
meeting. Executive Board shall vote on Administrative and Bylaws issues.

4.8 Each member of WPCC over 18 years of age shall have one vote. Each operating and
licensed business within the WPCC boundaries shall have one vote. No person shall have more
than one vote. There shall be neither absentee nor proxy voting at Membership meetings or
Executive Board planning meetings. If the WPCC Chair and either the Vice Chair or Chair Elect
believe that an issue critical to the protection of the mission of the WPCC will be decided before
the next regularly scheduled WPCC Executive Board meeting, they may call an special or
emergency meeting for the purpose of a special or emergency vote. Any special or emergency
meeting or vote shall be announced at least 7 days before the meeting via email through the
established email list keep by the secretary.

4.9 In the event a conflict of interest exists for a member regarding an issue being brought
before WPCC or the Executive Board, the member shall disclose his/her relationship to the issue,
prior to discussion. A conflict of interest is one in which a member stands to gain or lose
financially, either as an individual or as a business, from decisions made by WPCC or the
Executive Board. Such potential conflict may be raised by any member present. The affected
member may be asked to recuse himself/herself from the meeting until discussion on the conflict
concludes. Following discussion, members attending the Membership meeting or the Executive
Board meeting shall vote, and the conflict shall be confirmed by a majority vote

4.10 Emergency Voting Provision: Written to give authority to act quickly on emergency issues. Special
situations may call for immediate actions. When an emergency situation occurs, the Chair and/or the
Executive Board (along with the appropriate committee) has authority to call an emergency meeting
and/or emergency vote to act in the best interest of the WPCC. This authority will most likely be used
most often to deal with Land Use Appeals concerning SLC decisions of Land Use within the

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 boundaries of WPCC. SLC Corp has streamlined Land Use appeals and decisions. New rules are in
force which state ‘Land Use Appeals must be made within 10 days’. This means that, for us to have
feedback considered by boards and commissions, the Council may sometimes only have a week or so to
put together Land Use appeals. The Emergency Voting Provision may be used for any and all
emergency action that needs to take place in a timely manner. An emergency issue is defined as any
issue needing immediate action or resolution. This action or resolution cannot wait until the next
monthly Board or Council meeting.

4.11 All meetings shall be held in compliance with the Open Meeting Laws of the City and the
State of Utah and the Americans with Disabilities Act.

Article 5

OFFICERS

5.1 The elected officers of WPCC shall be a Chair, a Chair-Elect, a Vice-Chair, a Secretary, a
Treasurer, who shall be duly elected from the active body of the (Community) Membership,
and a Neighborhood Representative(s) who shall be duly elected from the body of the body
of the applicable Neighborhood Association or the general council body, in the absence of
Neighborhood Association members. (All elections are in accordance with the provisions
of ARTICLE 3 – EXECUTIVE BOARD and ARTICLE 7 – NOMINATIONS AND
ELECTIONS). Elected officers shall hold office for one year or until their successors are
duly
qualified and elected. An officer may be re-elected or elected to another office. In the event
of a vacancy in an office, notice shall be issued by listing the vacancy as an agenda item for
the next WPCC Membership meeting where nominations will be accepted from the floor or if
a Neighborhood Representative, the Neighborhood Association shall provide the name of the
new Neighborhood Representative. A vote will be taken at the next WPCC meeting to elect
or sustain the replacement. Election shall be by a majority vote. In the event sufficient
volunteers do not come forward to serve, the Board is nonetheless empowered to conduct the
business of WPCC, as herein provided, as fully as if all neighborhoods and offices were
properly represented. In the event all elected positions are not filled, the Executive Board is
empowered to conduct WPCC business unless the number of Executive Board members falls
below four members, at which time Executive Board responsibilities shall revert to the
membership until the number of Executive Board members who are eligible to vote again
exceeds four.

5.2 CHAIR.
5.2.1 The Chair shall preside at all meetings of the Council and of the Board.
5.2.2 The Chair, in cooperation with the Board, shall plan and supervise the activities
of the Council.
5.2.3 The Chair shall implement decisions of the Council and the Board.
5.2.4 The Chair shall keep the Council and the Board informed of actions taken on
behalf of the Council between monthly meetings.
5.2.5 The Chair shall represent the Council in meetings with Salt Lake City/County
officials and the media. In specific cases, this responsibility may be delegated to
committee chairs or Board members as deemed appropriate by the Chair.

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5.3 CHAIR ELECT.
5.3.1 The term of the Chair-elect involves three years: the first as Chair-elect, the
second as Chair and the third as the immediate past Chair. The immediate past
Chair is a member of the Board and serves as chair of the Nominating Committee
as defined in Article 7.
5.3.2 Shall succeed the position of Chair
5.3.3 Act as a non-voting member of the Executive Board
5.3.4 If the Chair-elect fails to meet the participation requirements in accordance with
section 5.10 & 5.11, they are prohibited from advancing to the position of Chair or
serving as an officer or Board member during the second year.

5.3.5 The Chair-elect shall assist the Chair in the performance of the Chair’s duties to
the extent the Chair requests.
5.3.6 In the absence of the Chair, the Chair-elect shall perform the Chair’s duties when
needed..
5.3.7 The Chair-elect shall serve as parliamentarian during monthly Council meetings
and be responsible for maintaining the Standard Operating Procedures (SOP) as a
member of the Board.

5.4 TREASURER.
5.4.1 The Treasurer shall administer the funds of the Council in accordance with
Article 9 of these bylaws and be answerable to the Board and Council.
5.4.2 In December the Treasurer shall present to the Council and be prepared to discuss a
proposed budget for the upcoming calendar year for Council’s approval.
5.4.3 In February the Treasurer shall present to the Council and be prepared to discuss, an
accounting of the preceding calendar year’s finances.
5.4.4 Report at each Membership and each Executive Board meeting
5.4.5 Exercise financial responsibility for WPCC monies
5.4.6 Prepare and maintain accountings of monies received and expended
5.4.7 Pay all expenses incurred in the normal operation of WPCC affairs as approver by the
Executive Board or the WPCC membership.
5.4.8 Sign, (either Treasurer or Chair) all checks issued by WPCC, unless the Treasurer is
being reimbursed, in which event the Chair shall be the second signatory.

5.5 SECRETARY
5.5.1 The Secretary shall keep a true record of the proceedings of all meetings of the
Council and of the Board. Such records shall be made available to the public.
5.5.2 The Secretary shall retain a record of attendance of Board members and elected
officers at all Council and Board meetings and the attendance reports from
committee meetings.
5.5.3 If the Secretary is unavailable at any meeting of the Councilor the Board, the
Secretary or the Chair may delegate the taking of minutes and attendance to any
Council member present.

5.6 NEIGBORHOOD ASSOCIATION REPRESENTATIVE

5.6.1 Reside in the neighborhood he/she represents.
5.6.2 Serve as a member(s) of the Executive Board
5.6.3 Organize information meeting and/or organize Neighborhood Associations where
none exist.

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 5.6.4 Continue active participation in the neighborhood organizations, where they exist,
and actively recruit appropriate feedback on all issues facing WPCC
5.6.5 Act as the initial or integral point of contact for issues affecting the neighborhoods
they represent.
5.6.6 Act as voting member of the Executive Board. In the event there is more than one
Neighborhood Representative, the representatives shall share one vote of any vote
taken by the Executive Board.

5.7 THE PAST CHAIR

5.7.1 Provide consultation and assistance to the Executive Board in order to provide
continuity.
5.7.2 Be the “ex officio” Chair of the Nominating and Elections Committee.
5.7.3 Act as a non-voting member of the Executive Board

5.8 VICE CHAIR

5.8.1 Shall act in place of the Chair when delegated by the Chair or as needed.
5.8.2 Be responsible for pursuing grants, sponsorship, fund raising activities, and
supporting similar initiatives in individual Neighborhood Associations and
Committees

5.9 The Chair, Chair-elect, Vice Chair, Treasurer, and Secretary shall serve from the adjournment of the
December Council meeting following elections until the adjournment of the following December’s
Council meeting.
5.9.1 If a vacancy occurs in the office of Chair, the Chair-elect shall become Chair for
the balance of the vacated term and shall then serve the regular term as Chair. If
there is not a Chair-elect to fill such vacancy, the Board shall appoint a Chair Pro
Tern to fill the unexpired term of the Chair.
5.9.2 If a vacancy occurs in the offices of Treasurer or Secretary, the Board shall
appoint a Council member to fill the unexpired term of that officer.

5.10 Any officer may be removed for cause by a vote taken at a duly noticed Membership
Meeting, by a Membership vote of two-thirds (2/3) whenever, in its best judgment, the interests of the
WPCC are served thereby.

5.11 Any officer who fails to attend 50% of the regular monthly Council and Executive Board planning
meetings during their term shall not be considered active and will not be eligible for nomination to any
office or to the Board at the next annual election unless the Board votes to reinstate them.

Article 6

COMMITTEES

6.1 The Chair, with the approval of the Board, may establish or dissolve committees of two types:
6.1.1 Standing Committees, to address general or long-term issues. Standing Committees
exists until specifically dissolved.
6.1.2 Special Committees, to address specific or short-term issues. Special Committees are
automatically dissolved on their one year anniversary unless specifically renewed or
reclassified as a Standing Committee by the Chair or the Board.

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6.2 Newly created or disbanded committees shall be announced at the next Council meeting following the
action and also, in the published agenda.

6.3 The Chair has the discretion to appoint the chairperson and members of any committee except as
provided in Section 7.1. The appointment of committee members may be delegated to the chair person of
that committee. The appointments of the committee chairpersons and members are subject to
confirmation or change by an incoming Chair and will be announced at the January Council meeting.

6.4 At least once per quarter, the chairperson of each committee, or their designee, shall present a short oral
report of the committee’s activities at one of the monthly Council meetings.

6.5 The Finance Committee (standing committee) shall consist of the Vice-Chair, Treasurer and one other
Executive Board member designated by the Executive Board at the beginning of each calendar year. The
Finance Committee shall review the expenditures, assets or holdings of WPCC and shall serve as an
auditor on WPCC’s financial matters. The Finance Committee shall give a report at the WPCC meeting in
February and September of each year.

6.6 The Community Development and Land Use Committee (standing committee) shall be responsible for
the timely collecting of details and information concerning any new land or business development or
zoning change within the WPCC community. The CDLUC shall report these findings during the Council
meeting in advance of any presentation or approval vote given by the Council for city input and feedback
purposes. The CDLUC is responsible to give recommendations to the Membership and or the Executive
Board on matters concerning community development and land use. The CDLUC shall notify the Chair
and the Board in the case of Land Use Issues that need immediate attention and action. The Emergency
Voting Provision (4.10) may sometimes need to be used for some Land Use issues.

6.7 The Mobile Watch and Safety Committee (standing committee) shall make recommendations to the
Membership and or the Executive Board on issues involving crime reduction in the areas of
WPCC. The MWSC shall also work to enlist and establish a responsive and sustainable Mobile
Watch program in our community.

6.8 The Communication and Education Committee (standing committee) shall make recommendations to
the Membership and or the Executive board on matters relating to community outreach. This
committee shall consist of Executive Board Members as well as a representative(s) from each school
located within the boundaries or WPCC.

6.9 Fundraising and Sponsorship Outreach Committee (standing committee) shall establish and maintain
sponsorship relationships with Businesses and Financial Interests within and surrounding the boundaries
or WPCC. This committee shall establish revenue commitments for sponsorships of the Newsletter,
Website, Special Projects and Functions of WPCC and our yearly WPCC Community Celebration/ Night
out Against Crime. This committee shall report to the Council quarterly concerning standing accounts
and new prospective sponsors.

6.10 Events Committee (standing committee) shall plan, develop and implement the WPCC Community
Celebration/ Night Out Against Crime and/or any other special event or function of WPCC. The
committee shall consist of at least 3 members. One each for “Food Booths/Vendors” “Education and
Retail Booths” and “Entertainment”.

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 Article 7

NOMINATIONS AND ELECTIONS

7.1 Nomination of officers (Chair-Elect, Vice-Chair, Secretary and Finance Officer) shall be
made by the Nominations and Elections Committee. The Nominations and Elections Committee
shall be appointed by the Executive Board and announced to the WPCC Membership in August
of each calendar year. If confirmed by majority vote of the Membership, the Nominations arid
Elections Committee shall include the Past Chair (Chair of Committee), one Neighborhood
Association Representative and two members of WPCC. No other present officer shall be
appointed to the committee and no member of the committee may be chosen by it as a candidate
for election as an officer unless no one else is available.

7.2 Neighborhood Representative(s) are elected or appointed by the neighborhood organizations that
they represent. In the election/nomination process, Neighborhood Representatives are part of the
Executive Board and as such are included in the election process in the form of a confirming
vote of the WPCC Membership.

7.3 The Chair of the Nominations and Elections Committee shall invite the WPCC
Membership to recommend to the Nominations and Elections Committee potential nominees for
officers in the agenda mailed for the September Membership meeting. At this time, nominations
may be taken from the floor. Any WPCC member may nominate candidates from the floor for
any position provided that the candidate is in attendance and agrees to the nomination.

7.4 One or more candidates may be nominated for each position to be filled by election. The Secretary
and Treasurer may be re-nominated if they have been active in the respective capacity as set forth
in 5.10. The Nominations and Elections Committee shall prepare a slate of candidates for the
November election by researching the WPCC membership for individuals with qualifications to
serve, verifying the residency and participation requirements of the candidates and shall report at
the October Membership meeting, as part of the meeting agenda, the identity of each nominee.
Nominations from the floor will be closed after the October Membership meeting.

7.5 In the case that no candidate accepts nomination for any one of the positions as officer, during the
election meeting there may be a motion and second from the council members for the existing
officer to retain the office for one more term (year). After the motion there shall be a show of
hands vote by the council members. The body of the Council must approve or disapprove the
retention of office. There must be a majority vote for approval and the motion to carry. If there is
not a majority approval and the motion does not carry, the board, as a body, shall function in the
official position until a replacement official is appointed and approved by the council members
or until the next election meeting.

7.6 The election of officers shall be held at the November meeting. The Chair of the
Nominations and Elections Committee (Immediate Past Chair), or the committee Chair's designee,
shall present the slate of nominees.

7.7 If more than one candidate is nominated for any of the positions to be filled, the election
for that position shall be by show of hands vote and shall be decided by a majority of the votes

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 cast by qualified members of the Council. An immediate run-off election to choose
between the two leading candidates shall be held if a majority vote is not initially
obtained by any candidate.

7.8 Officers elected at the November Membership meeting or corresponding neighborhood

meetings shall be installed in January of the following year and serve through December.

Article 8

FINANCIAL MANAGEMENT

8.1 Ultimate control and responsibility for management of the assets of the Council rests with
the members of the Council. The assets of the Council shall be managed with a view to
achieving the objectives set out in paragraph 1.2 of these bylaws.

8.2 The Council shall not incur any debt or liability, or any combination of debts or
liabilities, exceeding the net assets of the council.

8.3 The treasurer shall pay all budgeted expenses incurred in the normal operation of the
council's month-to-month affairs, such as dissemination of monthly meeting agenda,
rentals for facilities to hold its monthly meeting, postage for correspondence in
furtherance of its objectives, web page expenses, expenses incurred in setting up the annual WPCC
Community Celebration, and other similar expenses as they may become due on a regular basis.

8.4 The Board may authorize expenditures less than $500.00.

8.5 Requests for approval of extraordinary expenses shall be presented to the Board and,
subject to the Board's approval, placed on the Council's monthly meeting agenda for
approval by a majority of council members in attendance. "Extraordinary expenses" are
those which may arise from time to time outside the regular operation of the Council's
affairs, which are not reflected in the Council's budget and are $500.00 or more.

Article 9

AMENDMENTS

9.1 Bylaw amendments shall be presented to the Executive Board. Bylaw amendments require a ¾ or 75%
vote to pass and become effective as set out in paragraphs 3.12 & 3.13.

Bylaws are written 1/16/2010 by Terry Thomas

Bylaws reviewed by the Board by 1/20/2010
Bylaws presented to the Council at large 1/20/2010
Bylaws updated from/by recommendation from Council
proposed changes that might be approved by the Board. 2/4/10
Bylaws approved by Council 2/17/2010
Bylaws adopted on 2/17/2010

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