2010

Amended

Scare Canyon Ranch

Association

By-Laws

By-Laws

2010

Amended

Scare Canyon Ranch Association

Article I

Offices

The principal offices of the corporation in the State of Utah shall be located in Ogden City, Weber County, and State of Utah. The corporation may have such other offices, either within or without the State of Utah, as the Board of Directors may designate or as the business of the corporation from time to time may require.

Article II

Members

Section 1. Qualifications. The corporation has been organized specifically for the purpose of maintaining, improving and repairing common roads, development and control of springs and water systems, control of grazing and hunting, and to provide for personal contacts and socialization among the members and their families by providing social and recreational activities, and to promote other activities on certain real property located in Cache County, State of Utah, which is more particularly described in Exhibit “A” (Landowners’ Directory) to these By-Laws.

The members of Scare Canyon Ranch Association (SCRA) shall consist of those persons (i.e., individuals, partnerships, corporations, trusts, or other legal entities), who own property/properties as identified in Exhibit “A” or the current Cache County tax list, who agree to become members and who are not delinquent in their dues or assessments. With the exception of some properties deeded prior to March 15, 2002, only one voting member, as name appears on the current Cache County tax list, will be authorized for each deeded property/properties. 

Partnerships, corporations, trusts or other legal entities will be authorized members interest equal to the number of deeded properties. The membership is limited to actual ownership (as appears on the current Cache County tax list) and does not extend to a lessee or their successors.

Section 2. Membership Interests.  Members of the corporation are limited to only one membership interest in the corporation as the deeds appear on the Cache County tax list as of March 15, 2002. Any further subdivision after March 15, 2002 will not result in an increase of memberships. A membership interest runs with the land and is transferable to the new deeded owner of the land. All membership interests are valid only in the year dues and fees are current.

         Section 2(a).  Nothing herein shall be construed to limit or impair any property rights that have vested prior to the foregoing By-Laws. The limitations and qualifications herein provided shall be prospective only from the date of their adoption and shall run with the land as described in Exhibit “A”.

         Section 2(b).  A person shall remain a member of the corporation during such time as he retains any interest in the real property described in Exhibit “A” and said member is not delinquent in dues and assessments. That upon transfer of said interest, that person shall no longer be a member of the corporation whether the transferee or transferees of such interest become members of the corporation or not. In the event of the death, dissolution or termination of a member, the estate, legal representative or successor in interest of the member shall possess the same rights and obligations with respect to the corporation as the member possessed.

         Section 2(c).  Properties can only be used for home sites and recreational purposes.  No renting, leasing, timeshare, industrial or commercial business enterprise shall be conducted on SCRA.  Commercial sale of trees, vegetation and soil is prohibited.

Section 3. Annual Meetings.  The corporation shall hold three general meetings of the members each year. The first meeting shall be held during the first quarter of the year for the purpose of discussing improvements and maintenance for the upcoming year, paying dues and receiving windshield decals, and for the transaction of other open business as may come before the meeting. The second general meeting shall be held during the third quarter of the year for the purpose of reviewing and determining the prospects of the upcoming hunting season and the issuance of hunting permits, as well as open business topics as may come before the meeting. The third general meeting of the members will be held during the fourth quarter for the purpose of electing officers and trustees, and for the transaction of open business topics as may come before the meeting.

Section 4. Special Meetings.  Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president, by the governing board, or any two trustees, or by a majority of the members of the corporation.

Section 5. Place of Meetings.  The governing board may designate any place within Cache, Weber or Salt Lake Counties in the State of Utah, as the place of meeting for any annual meeting or for any special meeting called by the governing board. A waiver of notice signed by all members entitled to vote at a meeting may designate any place within Cache, Weber or Salt Lake Counties, in the State of Utah as the place for holding such meetings.

Section 6. Notice of Meetings.  Written or printed notice stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the president, secretary or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the books of the corporation, with postage prepaid.

Section 7. Voting Lists.  The officer or agent having charge of the books of the corporation shall make, at least ten (10) days before each meeting of members, a complete list of the members entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file and shall be subject to the inspection of any member during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting. The original membership records shall be prima facie evidence as to who are the members entitled to examine such list or books or to vote at any meeting of members.

Section 8. Quorum.  Holders of membership interest of the corporation represented in person, shall constitute a quorum at the annual meeting of the members. Members of said quorum may transact any business deemed necessary at this meeting.

Section 9. Proxies.  At all meetings of members, a member may vote in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

Section 10. Voting.  Each member shall be entitled to one (1) vote upon each matter submitted to a vote at a meeting of members.

Section 11. Informal Action by Members.  Any action required to be taken at a meeting of the members, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

Article III

Water, Keys, Roads, Hunting and Trespass

Section 1. Water.  There are 22 springs and water rights within the SCRA boundaries belonging to the SCRA in accordance with the “Quit Claim” deeds #399195 dated December 1976 and #413317 dated November 1977. With the exception of some deeds filed before SCRA, Inc., and in accordance with the above-cited deeds, the association owns all springs and water as described in these deeds as well as all rights-of-way appertaining thereto. Any modifications, hookups, or improvements to existing water systems, or development of new water sources (wells, springs, etc.) MUST be approved in writing by the governing board.  Effective with the date of these bylaws, no member may have a direct water line from the SCRA owned springs hooked up to their established structures or ponds unless it is a natural flow path.  All water users must have a storage tank/cistern.  Tampering with lines/valves will result in loss of water and/or prosecution.

Section 2. Keys.  The governing board will control and issue gate keys.  All keys will be numbered and a list will be maintained as to whom has each numbered key.  Different rules will apply for association members and non-member land owners.  Price and quantity of keys for association members will be determined by the governing board. The price of the keys goes up with the number of keys purchased. Non-member land owners will be sold no more than one (1) key at a price determined by the governing board.  From time-to-time, re-keying will be required as determined by the governing board.  At this time, association members will pay one-half (1/2) the price of new keys, non-member land owners will pay the price of a new key; county, state, and access land owners will be provided new keys at no cost.  It is the responsibility of a new buyer to get the key(s) from the previous land owner; keys will be sold to new buyers in accordance with above stated note.

Section 3. Roads. All common roads will be maintained by the association. Road maintenance is not only required for owner access, but also for fire equipment in case of fire. Common roads are those roads as designated on Exhibit “A” as a solid line. Broken lines are those roads that may or may not be required by more than one owner to reach their property, those roads can be maintained by the association.  As the association itself has no common ground, all roads other than the property at the first gate require all owners to cross property belonging to others on a right-of-way between 30 and 60 feet wide. The association can do road work for private individuals, cost to be determined by the governing board, and time determined by driver availability.

Section 4.  Hunting Permits.  Hunter numbers will be controlled by limiting the number of permits. This number of permits, per membership, will be determined by the governing board on a year to year basis.  Up to six (6) permits can be issued by the governing board at their discretion.  Permits are only valid on paid members’ unposted property/properties.  Permits will be issued to the deeded landowner as it appears on the Cache County tax list.  Multiple owners may pay dues and become members but only 1 member per property will be allowed permits.  Member must have yearly dues paid before getting permits.  These permits are not transferable from one property owner to another; this means one landowner cannot receive permits and give them to another.  They are also non‑transferable from one hunter to another; meaning they can only be used by the same person for the hunting season.

         ­Section 4(a).  Moose Hunting.  All members hunting moose must possess a special SCRA moose hunting permit to accompany the original permit.  The moose permit is not an extra permit and is limited to immediate family members only.  Permits should be visible and are subject to challenge by SCRA security or any SCRA member.

         Section 4(b).  Guest Hunters.  Guest hunters should be accompanied by a member except for security.  Hunting permits do not replace a proper Utah state hunting license.  Violation of these By‑Laws or year to year rules set forth by the governing board, state game laws, trespass on association members property or neighboring land owners property and acts of vandalism can result in hunting permits being withheld by an amount of time to be determined by the governing board.  Land owners will be responsible for any violations by their guests.

         Section 4(c).  Posted Property.   Members who post all or part of their property/properties sacrifice their rights to hunt SCRA property other than their own, and will not receive permits.

Section 5. Trespass.   As all property in SCRA and all property surrounding SCRA is privately owned, travel other than on common roads could be considered trespassing. All motorized vehicle access is prohibited other than on established roads, and will be considered trespassing and can result in the privilege of hunting and/or ATV usage being withheld by the governing board for one or more full years for either or both activities.  No cutting down trees, removing gates, fences, etc. is allowed. In most cases downed, tagged game should be removed without the use of motorized vehicles.  Hunters should attempt to get landowners’ permission first.  Anyone while hunting not displaying a pass on the windshield or front part of an ATV are subject to challenge by SCRA security or any SCRA member.  This is especially true during the hunting season.  If any member posts all or part of his property/properties, he will not get any hunting permits.

Article IV

Governing Board

Section 1. General Powers. The business and affairs of the corporation shall be managed by its governing board. The governing board, all of whom are voting members, consists of the president, vice presidents, and the board of trustees. The secretary and the treasurer are non-voting officers.

Section 2. Election and Term of Office. All officers of the association shall be elected to a three (3) year term by a quorum of the membership interest of the association at the fall meeting of the association members. The vice-president or vice-presidents will be appointed by the president.  Vice President(s) will be appointed from the board members and may be subject to the approval of the governing board. The board members shall be elected on a staggered basis of three (3) per year by a quorum of the membership interest of the association at the fall meeting of the association members. The secretary and treasurer will not be elected on the same year as each other. The office of secretary and treasurer may not be held by the same person. No two (2) voting officers can be family members, or be tied to the same membership interest. If election of the president or of any officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. The president and other officers shall hold office until the first day of January or until his/her death or until he/she shall resign or shall have been removed in the manner herein provided.

         Section 2(a).  Any person who resigns from the position of President, Vice President or Board of Trustees of Scare Canyon Ranch Association, past or present members, under circumstances which are deemed to be not in the best interest of SCRA or any person being of a disruptive and non-cooperative nature or any person involved in any action for their own gain contrary to the best interest of SCRA or any person involved in a conspired effort to persuade other members to resign their position will be ineligible to accept a nomination for election to the SCRA Board for a period of five (5) years, affective from their date of resignation.

         Section 2(b).  Any person resigning from these offices for personal reasons such as health related, family support or other circumstances will be re-considered for nomination by the seated SCRA Officers.

Section 3. Officers. The officers of the corporation shall be a president, one or more vice-presidents (the number thereof to be determined by a quorum of membership interest of the corporation), a secretary, and a treasurer. The president, secretary, treasurer, and board of trustees shall be elected by a quorum of the membership of the corporation. The number of trustees of the corporation shall be not less than four (4) or more than eight (8) members as determined by the governing board.

Section 4. President. The president shall be the principal executive officer of the corporation and subject to the control of the governing board, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the members and of the governing board. He may sign, with the treasurer and any other designated officer of the corporation thereunto authorized by the governing board, checks, deeds, mortgages, bonds, contracts, or other instruments which the governing board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the governing board or by these By-Laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the governing board from time to time.

Section 5. Vice Presidents. In the absence of the president, or in the event of his death, inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated at the time of their selection, or in the absence of any designation, then in the order of their election) shall 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. Any vice-presidents shall perform such other duties as from time to time may be assigned by the president or by the governing board.

Section 6. Secretary.  The secretary shall:

         (a)     keep minutes of the members’ and of the governing board’s meetings in one or more books provided for that purpose

         (b)     see that all notices are duly given in accordance with the provisions of these By‑Laws or as required by law

         (c)     keep a register of the post office address of each member which shall be furnished to the secretary by such member

         (d)     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 president or by the governing board

         (e)     be custodian of the corporate records

Section 7.  Treasurer.  If required by the governing board, the treasurer shall give a bond for the faithful discharge of their duties in such sum and with such surety or sureties as the governing board shall determine. They shall:

         (a)     have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any sources whatsoever, and deposit all such monies in the name in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these By-Laws; and,

         (b)     in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the president or by the governing board.

         (c)   be required to provide an updated financial report at each general meeting.  Enough copies of the report should be available for the general membership at each of the general meetings.  The report provided in March should include a closeout report for the previous year.

Section 8.  Board of Trustees.  In general, the board of trustees will supervise and control the different elements that comprise the operations of the association. Each trustee has an area of responsibility, such as hunting administration; security; water and springs; key administration; roads and culverts; By-Laws and directory; fences, gates and signs; and , fire prevention/emergency awareness.

Section 9.  Board Meetings. Board meetings will be held at the discretion of the governing board every month other than the month general meetings are held.   However, the governing board members are required to attend the general meetings.  Also, no board meetings will be held in October and December. The governing board may provide, by resolution, the time and place, either within or without the State of Utah, for the holding of additional regular meetings without other notice than such resolution.

Section 10. Special Meetings. If required, special meetings of the governing board may be called by or at the request of the president or any two (2) trustees. The person or persons authorized to call special meetings of the governing board may fix any place, either within or without the State of Utah, as the place for holding any special meeting of the governing board called by them.

Section 11. Notice. Notice of any special meeting shall be given at least seven (7) days previously thereto by written notice delivered personally or mailed to each trustee at his residence address, or by telegram or by telephone. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any trustee may waive notice of any meeting. The attendance of a trustee at a 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 is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the governing board need be specified in the notice or waiver of notice of such meeting.

Section 12. Quorum. Members of the governing board of the association represented in person shall constitute a quorum at the monthly meetings. Members of said quorum may transact any business deemed necessary at this meeting.

Section 13. Vacancies. Any vacancy occurring among the officers because of death, resignation, removal, disqualification, or otherwise, may be filled by the governing board for the unexpired portion of the term.  When determining who will fill the vacancy left on the board, the minutes from the November meetings should be referred to and the person having the next closest number of votes should be offered the vacant position to fill the vacancy for the unexpired portion of term.

Section 14. Presumption of Assent. An officer who is present at a meeting of the governing board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered into the minutes of the meeting or unless he shall file 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 rights to dissent shall not apply to an officer who voted in favor of such action.

Section 15. Governing Board Authority.  The governing board has the authority to make decisions on behalf of SCRA. These decisions will be binding on SCRA. The governing board will not be liable to SCRA members for any decisions made unless the governing board exercises gross negligence or a criminal act in these decisions.

Section 16. Removal. Any officer or agent elected or appointed by a quorum of membership interest of the corporation may be removed by a quorum of membership interest of the corporation whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract right, if any, of the person so removed. The election or appointment of an officer or agent shall not of itself create contract rights. Any officer can be removed by a majority vote of the governing board for their refusal to act or for missing two unexcused board meetings.  Any member may request the removal of any officer or elected board member.  This request must be presented in writing to the board stating any complaints, problems or issues that support the request.  The request will be answered in a general meeting and a vote by the general membership of the association may be called before removal will occur.

Section 17. Salaries. The salaries of the officers shall be fixed each year by the governing board at the January board meeting.

Article V

Contracts, Loans, Checks and Deposits

Section 1.  Contracts.  The governing board may authorize any offer or offers, agent or agents, 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 o specific instances.

Section 2.  Loans.  No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the governing board.  Such authority may be general or confined to specific instances.

Section 3.  Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, notes or other evidences 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 governing board.

Section 4.  Signing of Contracts, Loans, Checks, Drafts, Etc.  No two officers who sign association contracts, loans, checks, drafts, etc., can be family members, partners, or otherwise be tied to the same membership interest.

Section 5.  Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the governing board may select.

Article VI

Maintenance, Improvements and Assessments

Section 1.  Maintenance and Improvements.   The governing board at their January meeting shall make a determination as to the maintenance, improvements and repairs to be made during the fiscal year, and an estimation of the amount of money which will be required for such maintenance, improvements and repairs and for conducting the business of the corporation shall be made.

Section 2.  Assessments.  The governing board shall meet on or before the third Thursday of February to determine the amount to be assessed against each membership interest in the corporation.  Within fifteen (15) days after such meeting of the governing board, the trustees shall cause to be sent to each member a statement of the amount required to be paid to the corporation for maintenance, improvements, and expenses of the corporation for that fiscal year, which amount shall be due and payable within forty-five (45) days after the mailing of such notices to the members. Membership dues for unpaid new association members will be paid at the regular rate (no late charges).  The current active governing board in any fiscal year reserves the right to change the amount assessed against each membership interest in the corporation at the beginning of that fiscal year.

Section 3.  Delinquent Payments.  If any assessment is not paid in full within the forty-five (45) day period, it shall be delinquent and a late fee determined by the governing board shall be added.  The officers and trustees of the corporation are authorized to take any and all action at law or in equity as they may deem necessary or desirable to collect such amounts.  The delinquent member shall be required to pay all reasonable costs and expenses, including attorney’s fees, incurred by the corporation in collection of any such delinquent amounts.

Article VII

Fiscal Year

The fiscal year of the corporation will end December 31.

Article VIII

Contingencies

Any contingencies not covered by the By-Laws will be decided by the governing board.  The board is authorized to make interim decisions regarding changes to the bylaws until such time as the By‑Laws are revised and voted upon by the general membership.  These interim temporary changes will be valid only for a period of one year and must be included in the revised bylaws as soon as possible or the change will become invalid and the existing bylaws that are currently in effect will take precedence.

Article IX

Waiver of Notice

Whenever any notice is required to be given to any member or trustee of the corporation under the provisions of these By-Laws, under the provisions of the Articles of Incorporation, or under the provisions of the Utah Nonprofit Corporation Association Act, 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.

Article X

Amendments

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the members at any regular or special meeting of the members by a vote of the holders of a majority of the membership interests in the corporation.  Any amendment may include or be limited to amending Exhibit “A” hereto to change the description of the real property included in Exhibit “A”.

GLOSSARY OF TERMS

EXHIBIT “A”