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ARTICLE I The Corporation

Section 1.01. Name and Organizational Structure.

Fuel The Future (hereinafter the “Corporation”) is a nonprofit corporation organized and existing under the Utah Revised Nonprofit Corporation Act in compliance with Title 16, Chapter 6a of the Utah Code Annotated.

Section 1.02. Tax Status and Purposes.

In accordance with the status of the Corporation as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or corresponding provisions of any future United States internal revenue law)(the “Code”), the Corporation is organized and shall be operated exclusively for the purposes set forth in the Articles of Incorporation.

ARTICLE II Directors

Section 2.01. Power and Authority of Directors.

Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all of the authority of the Corporation shall be exercised by the Board of Directors. The Directors serving hereunder shall have the power, authority and responsibilities of and shall perform the functions provided for Directors under the Utah Revised Nonprofit Corporation Act, including, but not limited to, the power to do the following: 

  • A. To appoint and control and at its pleasure remove any agents and employees and to allow such compensation for their services as the Board shall deem proper. This shall include the power to appoint investment advisors, trust companies, banks or other fiduciaries to invest and safeguard the assets of the Corporation;
  • B. To prescribe, consistent with these Bylaws, the duties of any Officer;
  • C. To determine and govern all matters affecting finances, discipline, committees or the function of the Corporation; and
  • D. To conduct such acts as may be required to carry out the exempt purposes of the Corporation

Section 2.02. Provisions Relating to Directors.

  • A. Number. The initial Board of Directors shall be comprised of those members set forth in the Articles of Incorporation. The number of Directors may be established by Board of Directors from time to time, but shall never be less than three (3) nor greater than nine (9).
  • B. Term and Election. Each Director designated in the Articles of Incorporation shall be deemed to be elected as such as of the time of filing the Articles of
    Incorporation to serve until his or her replacement is duly elected and qualified. The initial Board of Directors shall serve for a one (1) year term. Thereafter, all Directors shall serve for terms of one (1) year each or until his or her successor is duly elected and qualified. Directors may be
    reelected.
    The election of Directors shall be made at the annual meeting of the Board of Directors, or if action is not then taken, or if there is a vacancy, the election may be made at any regular or special meeting of the Board of Directors for which notice is given as provided in Section 2.04. The Directors elected as set forth herein shall be elected by the then serving Directors.
  • C. Resignation and Removal. Any Director, by notice in writing to the Board of Directors, may resign at any time. Except as otherwise provided in the Articles of Incorporation or these Bylaws, any Director may be removed from office with or without cause by a majority vote of the whole number of Directors.
  • D. Cause Defined. The term cause shall mean any one of the following occurrences:
    1. The conviction of a person of (or the pleading of nolo contendere to) a felony under the laws of the United States or any State thereof or any similar conviction under the laws of a foreign country;
    2. The commission of an act of fraud, embezzlement, sexual harassment, dishonesty, theft or gross negligence which results in a material loss, damage or injury
    to the Corporation; or
    3. The commission of an act of moral turpitude which is materially injurious to the reputation of the Corporation.

Section 2.03. Quorum and Voting.

  • A. Quorum. Except as otherwise provided in the Articles of Incorporation or these Bylaws, a majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Directors.
  • B. Voting. Except as otherwise provided in the Articles of Incorporation or these Bylaws, each Director then in office shall have one (1) vote, and the vote of a majority of the Directors present, whether in person, by mail or by proxy, at a meeting at which a quorum is present shall constitute the action of the Board of Directors.

Section 2.04. Notice of Meetings of Board of Directors.

Notice of the place, date and time of each meeting of the Board of Directors shall be given to each Director not more than thirty (30) days nor less than two (2) days before the date of such meeting. Any notice referred to in this Section 2.04 may be given by any reasonable means and need not specify the purposes of the meeting, except that if an amendment to the Articles of Incorporation or these Bylaws is proposed a copy of such proposed amendment shall accompany said notice, and except with respect to a proposed action to elect or remove a Director or Officer. Notice of any meeting shall be considered given if mailed, emailed, or otherwise sent or delivered to the Director at his or her physical or email address specified in the records of the Corporation. The giving of notice shall be deemed to be waived by any Director who shall attend and participate in such meeting, other than to protest the lack of proper notice at or prior to such meeting, and may be waived, in writing, by any Director either before, at or after such meeting. Such writing shall be filed with or entered upon the records of the meeting.

Section 2.05. Meetings of Directors.

  • A. Regular Meetings. Regular meetings of the Directors, including the annual meeting, shall be at such place (within or without the State of Utah), date and time as may be fixed by the Board of Directors or by the President as authorized by the Board.
  • B. Special Meetings. Special meetings of the Board of Directors may be called by the President or by two (2) Directors who deliver a written request to the Secretary for the calling of a meeting at least five (5) business days prior to the minimum notice period (as provided in Section 2.04) for the meeting to be called.

Section 2.06. Attendance and Participation at Meetings.

Directors may attend and participate in any meeting of the Board of Directors through any communications equipment if all persons participating can hear each other

Section 2.07. Action Without Meeting.

Any action which might be taken at any meeting of the Board of Directors may be taken without such meeting by a writing or writings signed by all of
the members of the Board. The writing or writings evidencing such action taken without a meeting shall be filed with the Secretary of the Corporation and inserted by him or her in the permanent records relating to meetings of the Board of Directors.

    Section 2.08. Honorary Directors.

    In addition to the above-described voting Directors, there may also be one or more Honorary Directors who shall be entitled to attend meetings of the
    Board of Directors or other activities of the Corporation as determined by the Board of Directors. The Board of Directors shall provide for the selection and privileges thereof, provided that such persons shall not be entitled to vote, shall not be counted for quorum purposes or for purposes of determining
    the number of Directors and the failure of such persons to receive notice of a meeting of the Board of Directors shall not affect the validity of a meeting.

    ARTICLE III Committees

    Section 3.01. Committees.

    The Board of Directors may from time to time create committees of the Board consisting of not less than two (2) Directors and appoint the members thereof. The
    Board also may appoint advisory committees consisting of Directors and/or persons who are not Directors provided that at least one (1) Director shall be a member of each such committee. The Board of Directors may prescribe or limit the powers and duties of any committee of the Board.

    Section 3.02. Committee Limitations.

    • A. Each committee shall serve at the pleasure of the Board of Directors, shall act only in the intervals between meetings of the Board or in making reports to the Board and shall be subject to the control and direction of the Board. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, each committee shall act by a majority vote of the whole number of its members.
    • B. No committee shall have the authority to:
      • (1) approve any action for which the approval of the Board of Directors is
      • (2) establish committees of the Board of Directors or appoint members thereof; or
      • (3) fill vacancies on the Board of Directors or any committee.

    Section 3.03. Action Without Meeting.

    Any action which might be taken at any meeting of any committee may be taken without such meeting by a writing or writings signed by all of the members of such committee. The writing or writings evidencing such action taken without a meeting shall be filed with the Chair of such committee and inserted by him or her in the permanent records relating to meetings of the committee.

     

    ARTICLE IV Officers

    Section 4.01. Election.

    The Officers of the Corporation shall consist of a President, a Secretary, a Treasurer and such other Officers as the Directors may from time to time designate. Election of Officers shall take place at each annual meeting of the Board of Directors or, if action is not then taken or if there is a vacancy, at any regular or special meeting for which notice is given as provided in Section 2.04. The same individual may be elected to more than one (1) office. All Officers shall be elected by the Board of Directors by a majority vote for a one (1) year term.

    Section 4.02. President.

    The President shall preside at all meetings of the Board of Directors. The President shall, subject to the direction of the Board of Directors, have general
    supervision, direction and control of the business and Officers of the Corporation. The President shall be an ex officio member of all standing committees. The President shall have the general powers and duties usually vested in the chief executive officer of a nonprofit corporation under the laws of the State of Utah and shall have such other powers and duties as may be prescribed by the Board of

    Section 4.03. Vice-President.

    The Board of Directors may, at a later date, create the office of Vice-President. The Vice-President shall in the absence or disability of the President, perform all
    duties of the President, and, when so acting, shall have the powers and be subject to the restrictions on the President. The Vice-President shall have such other powers and shall perform such other duties as from time to time may be prescribed by the Board of Directors.

    Section 4.04. Secretary.

    The Secretary shall keep the minutes of the proceedings of the Board of Directors, shall be the custodian of all books, records, papers and property of the Corporation and shall perform such other administrative duties as shall be necessary or desirable to carry out the purposes of the Corporation. He or she shall have such other duties as may be established by the President with the consent of the Board of Directors

    Section 4.05. Treasurer.

    The Treasurer shall be the chief financial officer of the Corporation and shall perform such other administrative duties as shall be necessary or desirable to carry out the purposes of the Corporation. He or she shall have such other duties as may be established by the President with the consent of the Board of Directors. 

    ARTICLE V Indemnification and Insurance

    Section 5.01. Indemnification of Directors and Officers.

    The Corporation shall, to the maximum extent permitted by law, indemnify each of its Directors and Officers against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was a Director or Officer of the Corporation and shall advance to such Director or Officer expenses incurred in defending any such proceeding to the maximum extent permitted by law.

    Section 5.02. Indemnification of Other Agents.

    The Board of Directors of the Corporation may, in its discretion, provide by resolution for indemnification of any other agents of the Corporation comparable to that provided for Directors and Officers under Section 5.01, to the extent permitted by law. 

    ARTICLE VI Miscellaneous

    Section 6.01. Fiscal Year.

    The fiscal year of the Corporation shall end on the last day of December, or on such other date as may be fixed from time to time by the Board of Directors.

    Section 6.02. Amendments.

    Unless otherwise provided in the Articles of Incorporation or these Bylaws, the Bylaws may be amended at a meeting called for that purpose by the affirmative
    vote of two-thirds (2/3) of the whole number of Directors; provided, however, that any such amendments shall be consistent with the Corporation’s status as a tax-exempt organization under Code Section 501(c)(3).

    Section 6.03. Books and Records.

    The Corporation must keep correct and complete books and records of account; and records of the proceedings of its Board of Directors.

     

     

    CONFLICT OF INTEREST POLICY OF FUEL THE FUTURE

    ARTICLE I Purpose

    The purpose of the conflict of interest policy is to protect Fuel The Future’s (the “Corporation”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

    ARTICLE II Definitions

    Section 2.1. Interested Person.

    Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

    Section 2.2. Financial Interest.

    A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

    • A. An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement;
    • B. A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or
    • C. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.
      Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 3.2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

    ARTICLE III Procedures

    Section 3.1. Duty to Disclose.

    In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

    Section 3.2. Determining Whether a Conflict of Interest Exists.

    After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if
    a conflict of interest exists.

    Section 3.3. Procedures for Addressing the Conflict of Interest.

    • A. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
    • B. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
    • C. After exercising due diligence, the governing board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
    • D. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

    Section 3.4. Violations of the Conflicts of Interest Policy.

    • A. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
    • B. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

    ARTICLE IV Records of Proceedings

    The minutes of the governing board and all committees with board delegated powers shall contain:

    • A. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
    • B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

    ARTICLE V Compensation

    A voting member of the governing board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. 

      ARTICLE VI Annual Statements

      Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement substantially in the form of the attached Exhibit A which affirms that such person:

      • A. Has received a copy of the conflicts of interest policy,
      • B. Has read and understands the policy,
      • C. Has agreed to comply with the policy, and
      • D. Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

      ARTICLE VII Periodic Reviews

      To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

      • A. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining
      • B. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

      ARTICLE VIII Use of Outside Experts

      When conducting the periodic reviews as provided for in Article VII, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

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