ARTICLE I Offices

Section 1.1 Business Offices

Section 1.2 Registered Office

ARTICLE II Board of Trustees

Section 2.1 General Powers

Section 2.2 Number, Election, Tenure and Qualifications

Section 2.3 Vacancies

Section 2.4 Regular Meetings and Attendance

Section 2.5 Annual Meetings

Section 2.6 Special Meetings

Section 2.7 Notice of Meetings

Section 2.8 Quorum and Voting

Section 2.9 Manner of Acting

Section 2.10 Meeting by Telephone

Section 2.11 Action Without a Meeting

Section 2.12 Presumption of Assent

Section 2.13 Compensation

Section 2.14 Executive and Other Committees

ARTICLES III Officers and Agents

Section 3.1 Number and Qualifications

Section 3.2 Election and Term of Office

Section 3.3 Compensation

Section 3.4 Removal

Section 3.5 Vacancies

Section 3.6 Authority and Duties of Officers

Section 3.7 Surety Bonds

ARTICLES IV Indemnification

Section 4.1 Indemnification of Trustees, Officers, Etc.

Section 4.2 Indemnification Against Liability to the Corporation

Section 4.3 Indemnification in Criminal Actions

Section 4.4 Other Indemnification

Section 4.5 Period of Indemnification

Section 4.6 Insurance

Section 4.7 Right to Impose Conditions to Indemnification

Section 4.8 Limitation on Indemnification

ARTICLE V Miscellaneous

Section 5.1 Account Books, Minutes, Etc.

Section 5.2 Fiscal Year

Section 5.3 Conveyances and Encumbrances

Section 5.4 Designated Contributions

Section 5.5 Conflicts of Interest

Section 5.6 Loans to Trustees and Officers Prohibited

Section 5.7 References to Internal Revenue Code

Section 5.8 Amendments

Section 5.9 Severability

ARTICLE I: OFFICES

Section 1.1 Business Offices. The principal office of the corporation shall be located in the County of Salt Lake. The corporation may have such other offices either within or outside of Utah State, as the board of trustees may designate or as the affairs of the corporation may require from time to time.

Section 1.2 Registered Office. If a registered office of the corporation is required to be maintained in Utah, it may be, but need not be, the same as the principal office, if in Utah, and the address of the registered office may be changed from time to time by the board of trustees.

ARTICLE II: BOARD OF TRUSTEES

Section 2.1 General Powers. The business and affairs of the Midwives College of Utah shall be supervised by its board of trustees, except as otherwise provided in the Utah Nonprofit Corporation and Co-operative Association Act, the articles of incorporation or these bylaws.

Section 2.2 Number. Election. Tenure and Qualifications. Number. Election. Tenure and Qualifications. The number of trustees of the Corporation shall be not more than 15 and not less than five. Each Trustee shall be selected for a term of three years. A board member whose term has expired may be elected for additional terms. In special cases the Board may establish a term of less than three years.

A board of trustee member must:

1. Be interested in midwifery education and particularly the work of MCU;

2. Familiarize himself/herself with MCU documents and be willing to learn about the MCU educational process and accreditation requirements.

3. Be willing to serve for three years except in special cases when elected for a term of less than three years.

4. Be willing to declare conflicts of interest addressed by the Board and honor

confidentiality.

5. Agree to provide a curriculum vitae to MCU administration for public disclosure.

6. Be willing to work on committees.

Section 2.3 Vacancies. Any trustee may resign at any time by giving written notice to the President of the Board of the Midwives College of Utah. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the board of trustees may be filled by the affirmative vote of a majority of the remaining trustees though less than a quorum. Any trusteeship to be filled by reason of an increase in the number of trustees shall be filled by the affirmative vote of a majority of the trustees then in office.

Section 2.4 Regular Meetings and Attendance. Regular board meetings will be held three times a year, during the months of February, June and October or as the board of trustees decides. The board of trustees may provide, by resolution, the time and place for the holding of regular meetings and/or additional meetings. Meetings will begin and end with prayer.

Section 2.5 Annual Meetings. The regular meeting in October shall be known as the annual meeting and shall be fore the purpose of electing officers, receiving reports or officers and committees, and for any other business that may arise.

Section 2.6 Special Meetings. Special meetings of the board of trustees may be called by or at the request of the president or any two trustees. The person or persons authorized to call special meetings of the board of trustees will provide proper notice and may fix any place, date and time for holding any special meeting of the board called by them.

Section 2.7 Notice of Meeting. Notice of each meeting of the board of trustees stating the place, day and hour of the meeting shall be given to each trustee via email, fax, regular mail or telephone at least five days prior to the meeting. If emailed or faxed the notice shall be deemed to be given when the e-mail or fax is successfully sent.

Section 2.8 Quorum and Voting. A majority of the number of trustees shall consist of a quorum, but if less than such majority is present at a meeting, a majority of the trustees present may adjourn the meeting from time to time without further notice than an announcement at the meeting, until a quorum shall be present. No trustee may vote or act by proxy at any meeting of trustees.

Section 2.9 Manner of Acting. The act of the majority of the trustees present at a meeting at which a quorum is present shall be the act of the board of trustees.

Section 2.10 Meetings by Telephone. Members of the board of trustees or any other committee thereof may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment. Such participation shall constitute presence in person at the meeting.

Section 2.11 Action Without a Meeting. Any action that may be taken by the board of trustees at a meeting may be taken without a meeting if consent in writing, setting forth the action so to be taken, shall be signified via email or regular mail before such action by all of the trustees. Such consent shall have the same force and effect as a unanimous vote of the trustees or committee members.

Section 2.12 Presumption of Assent. A trustee of the Midwives College of Utah who is present at a meeting of the board of trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent is entered in the minutes of the meeting, or unless he files his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a trustee who voted in favor of such action.

Section 2.13 Compensation. Trustees shall not receive compensation for their services as such, although the reasonable expenses of attendance at board meetings may be paid or reimbursed by the corporation. Trustees shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the Midwives College of Utah in any other capacity.

Section 2.14 Executive and other Committees.

1. Executive Committee. The officers of the Board shall constitute the Executive Committee. The Executive committee shall have general supervision of the affairs of the Board between business meetings, fix the hour and place of Board meetings, make recommendations to the Board, and perform such duties as are specified in these bylaws. The Executive Committee shall be subject to the orders of the Board, and none of its acts shall conflict with action taken by the Board. The Executive Committee shall meet as deemed necessary to carry out its functions. Meetings may be called by the President or a minimum of two officers.
2. Budget and Finance Committee. A Budget and Finance Committee is composed of the Treasurer, President of the Board, President of the college, Bookkeeper and other members as appointed by the President of the Board promptly after each annual meeting or when deemed necessary. It shall be the duty of this committee to prepare a budget for the fiscal year beginning the first day of January, and to submit it to the Board at its regular meeting in October. The Finance Committee may from time to time submit amendments to the budget for the current fiscal year. Significant amendments to the budget are subject to Board approval. The Finance Committee shall conduct a monthly review of the budget and finances for the purpose of evaluating upcoming revenue and expenses, evaluating the budget vs. actual report and creating reports for the Board.
3. Nominating Committee. At the regular meeting in June, a Nominating Committee of three members of the Board shall be elected by the Board. It shall be the duty of this committee to nominate candidates for the offices to be filed at the annual meeting in October. The Nominating committee shall report at the regular meeting in October. Before the election in October, additional nominations from the floor shall be permitted. Nominating Committees may be elected at special meetings for the purpose of filling vacancies occurring at times other than the annual meeting. The election of such committees shall be specified in the call to the special meeting.
4. Other Committees; President’s Ex-Officio Committee Membership. Such other committees, standing or special, shall be appointed by the President as the Board or Executive Committee shall from time to time deem necessary to carry on the work of the Board. The President shall be ex officio a member of all committees except the Nominating Committee. The delegation of authority to any committee shall not operate to relieve the board of trustees or any member of the board from any responsibility imposed by law. Rules governing procedures for meetings of any committee of the board shall be as established by the board of trustees, or in the absence thereof, by the committee itself.

ARTICLE III: OFFICERS AND AGENTS

Section 3.1 Number and Qualifications. The officers of the Midwives College of Utah shall be the president of the board of trustees, vice-president of the board of trustees, secretary of the board of trustees, and treasurer of the board of trustees. These four officers must be members of the board of trustees. Additional officers of the board of trustees such as a 2nd and 3rd vice-presidents may be elected from the board when appropriate. Other officers need not be trustees of the corporation. The board of trustees or the executive committee may also elect or appoint such other officers, assistant officers, agents, administrators, and staff as it may consider necessary. Administrative and staff positions may include an executive director, academic director, clinical director, assisted studies director, public relations director, registrar, student advisor, administrative assistant, assistant secretaries and assistant treasurers, or any other office. One person may hold more than one office at a time, except that no person may simultaneously hold the offices of president and secretary of the board of trustees. All officers must be at least eighteen years old.

Section 3.2 Election and Term of Office. The elected officers of the board of trustees of the Midwives College of Utah shall be elected by the board as needed. Officers of the board of directors shall hold office to the end of their term. The length of office shall be limited to three years and each trustee may serve for consecutive terms provided that he or she is re-elected to the office. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his earlier death, resignation or removal. Other officers may be elected or appointed as needed by the board of trustees or the executive committee.

Section 3.3 Compensation. The compensation of the officers shall be as fixed from time to time by the Board of Trustees, and no officer shall be prevented from receiving a salary by reason of the fact that he or she is also a trustee of the corporation. However, during any period of which the Midwives College of Utah is a private foundation as described in section 509(a) of the Internal Revenue Code, no payment of compensation shall be made in any manner so as to result in the imposition of any liability under section 4941 of the Internal Revenue Code.

Section 3.4 Removal. Any officer or agent may be removed by a majority vote of the board of trustees whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights.

Section 3.5 Vacancies. Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the corporation, by giving written notice to the president of the board of trustees. An officer’s resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A vacancy in any office, however occurring may be filled by the board of trustees for the unexpired portion of the term of the person filling the vacancy.

Section 3.6 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 president, 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 of Trustees. The president of the board of trustees shall, subject to the direction and supervision of the board of trustees: (i) preside at all meetings of the board of trustees; (ii) see that all orders and resolutions of the board of trustees are carried into effect; and (iii) perform all other duties incident to the office of president and as from time to time may be assigned to him/her by the board of trustees. Term is limited to six consecutive years.

(b) Vice-President/s of the Board of Trustees. The vice-president or vice-presidents of the board of trustees shall assist the president and shall perform such duties as may be assigned to them by the president or by the board of trustees. The vice-president, or if there are more than one, then the vice presidents in order of their election shall, at the request of the president, or in his absence or inability or refusal to act, perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president.

(c) Secretary of the Board of Trustees. The secretary of the board of trustees shall: (i) keep the minutes of the proceedings of the board of trustees, and the executive committee, and collect minutes of committees of the board; (ii) disperse copies of the minutes to members of the board of trustees and the corporate office; (iii) see that all notices are duly given in accordance with the provisions of these bylaws or required by law; (iv) be custodian of the corporate records and of the seal of the corporation; and (v) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or by the board of trustees. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary. Term is limited to six consecutive years.

(d) Treasurer of the Board of Trustees. The treasurer of the board of trustees 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) see that office staff and corporate officers receive and give receipts and acquittance for moneys paid in on account of the corporation, and pay out of the funds on hand all bills, payrolls and other just debts of the Midwives College of Utah of whatever nature upon maturity; (iii) be the principal accounting officer of the corporation and as such prescribe and maintain the methods and systems of accounting to be followed, oversee the keeping of complete books and records of account, oversee the preparation and filing of all local, state and federal tax returns and related documents, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the president and the board of trustees statements of account showing the financial position of the Midwives College of Utah and the results of its operations; (iv) provide a yearly budget with the assistance of the Budget and Finance Committee and present it to the board of trustees; (v) upon request of the board, make such reports to it as may be required at any time; and (vi) perform all other duties incident to the office of treasurer and other such duties as from time to time may be assigned to him/her by the president or the board of trustees. Assistant treasurers, if any, shall have the same powers and duties, subject to supervision by the treasurer. Term is limited to six consecutive years.

Section 3.7 Surety Bonds. The board of trustees may require any officer or agent of the corporation to execute to the corporation a bond in such sums and with such sureties as shall be satisfactory to the board, conditioned upon the faithful performance of his/her duties and for the restoration to the Midwives College of Utah of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Midwives College of Utah.

ARTICLE IV: INDEMNIFICATION

Section 4.1 Indemnification of Trustees. Officers. etc. The corporation hereby declares that any person who serves at its request as a trustee, officer, employee, chairperson or member of any committee, or on behalf of the Midwives College of Utah as a trustee, director or officer of another corporation, whether for profit or not for profit, shall be deemed the corporation’s agent for the purposes of this Article and shall be indemnified by the Midwives College of Utah against expenses including attorney’s fees, judgments, fines, excise taxes, and amounts paid in settlement actually and reasonably incurred by such person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of such service, provided such person acted in good faith and in a manner she/he reasonably believed to be in the best interest of the Midwives College of Utah and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Except as provided in Section 5.3, termination of any such action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contender or its equivalent, shall not of itself create either a presumption that such person did not act in good faith and in a manner which he reasonably believed to be in the best interests of the corporation or, with respect to any criminal action or proceeding, a presumption that such person had reasonable cause to believe that his conduct was unlawful.

Section 4.2 Indemnification Against Liability to the Corporation. No indemnification shall be made in respect of any claim, issue or matter as to which a person covered by Section 5.1 shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court shall deem proper.

Section 4.3 Indemnification in Criminal Actions. No indemnification shall be made in respect of any criminal action or proceeding as to which a person covered by Section 5.1 shall have been adjudged to be guilty unless and only to the extent that the court in which such action or proceeding was brought shall determine upon application, that despite the adjudication of guilt but in view of all the circumstances of the case, such person is entitled to indemnification for such expenses or fines which such court shall deem proper.

Section 4.4 Other Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any person may be entitled under the articles of incorporation, any agreement, any other provision of these bylaws, vote of the disinterested trustees or otherwise, and any procedure provided for by any of the foregoing, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 4.6 Insurance. By action of the board of trustees, notwithstanding any interest of the trustees in such action, the Midwives College of Utah may, subject to Section 5.8, purchase and maintain insurance, in such amounts as the board may deem appropriate, on behalf of any person indemnified hereunder against any liability asserted against him/her and incurred by him/her in the capacity of or arising out of his/her status as an agent of the corporation, whether or not the corporation would have the power to indemnify him/her against such liability under applicable provisions of law. The corporation may also purchase and maintain insurance, in such amounts as the board may deem appropriate, to insure the Midwives College of Utah against any liability, including without limitation, any liability for the indemnifications provided in this Article.

Section 4.7 Right to Impose Conditions to Indemnification. The corporation shall have the right to impose, as conditions to any indemnification provided or permitted in the Article, such reasonable requirements and conditions as the board of trustees may deem appropriate in each specific case, including but not limited to any one or more of the following (a) that any counsel representing the person to be indemnified in connection with the defense or settlement of any action shall be counsel that is mutually agreeable to the person to be indemnified and to the corporation; (b) that the Midwives College of Utah shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the person to be indemnified; and (e) that the Midwives College of Utah shall be surrogated, to the extent of any payments made by the way of indemnification, to all of the indemnified person’s right of recovery, and that the person to be indemnified shall execute all writings and do everything necessary to assure such rights of subornation to the Midwives College of Utah.

Section 4.8 Limitation on Indemnification. Notwithstanding any other provision of these bylaws, the Midwives College of Utah shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with qualification of the corporation as an organization described in section 501(c)(3) of the Internal Revenue Code or would result in liability under section 4941 of the Internal Revenue Code.

ARTICLE V: MISCELLANEOUS

Section 5.1 Account Books. Minutes. Etc. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of trustees and committees and business meetings of officers. All books and records of the corporation may be inspected by any trustee or his accredited agent or attorney, for any proper purpose at any reasonable time.

Section 5.2 Fiscal Year. The fiscal year of the corporation shall be as established by the board of trustees.

Section 5.3 Conveyances and Encumbrances. Property of the corporation may be assigned, conveyed or encumbered by such officers of the corporation as may be authorized to do so by the board of trustees, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all of the property and assets of the corporation shall be authorized only in the manner prescribed by applicable statute.

Section 5.4 Designated Contributions. The corporation may accept any designated contribution, grant, bequest or device consistent with its general tax-exempt purposes, as set forth in the articles of incorporation. As so limited, donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, the corporation shall reserve all right, title and interest in and to and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any special fund, purpose of use. Further, the corporation shall retain sufficient control over all donated funds to assure that such funds will be used to carry out the corporation’s tax-exempt purposes.

Section 5.5 Conflicts of Interests. If any person who is a trustee or officer of the corporation is aware that the corporation is about to enter into any business transaction directly or indirectly with himself, any member of his family, or any entity in which he has any legal, equitable or fiduciary interest or position, including without limitation as a trustee, officer, shareholder, partner, beneficiary or trustee, such person shall (a) immediately inform those charged with approving the transaction on behalf of the corporation of his interest or position, (b) aid the persons charged with making the decision by disclosing any material facts within his knowledge that bear on the advisability of such transaction from the standpoint of the corporation, and (c) not be entitled to vote on the decision to enter into such transaction.

Section 5.6 Loans to Trustees and Officers. No loans shall be made by the corporation to any of its trustees or officers. Any trustee or officer who assents to or participates in the making of such loan shall be liable to the corporation for the amount of such loan until it is repaid.

Section 5.7 References to Internal Revenue Code. All references in these bylaws to provisions of the Internal Revenue Code are to the provisions of the Internal Revenue Code of 1954, as amended, and shall include the corresponding provisions of any subsequent federal tax laws.

Section 5.8 Amendments. The power to alter, amend or repeal these bylaws and adopt new bylaws shall be vested in the board of trustees. Amendments may be made at any regular meeting of the Board by a two-thirds vote, of those present, provided that all amendments have been submitted in writing at least three days prior to the meeting.

Section 5.9 Severability. The invalidity of any provision of these bylaws shall not affect the other provisions hereof, and in such even these bylaws shall be construed in all respects as if such invalid provision were omitted.