Articles & Bylaws

Pursuant to the provisions of the Utah Revised Nonprofit Corporation Act, Title 16, Chapter 6a of the Utah Code, the undersigned incorporator hereby adopts the following Articles of Incorporation for the purpose of forming a nonprofit corporation.

Article I – Name
The name of the corporation is Recovering Addicts Against Incarceration for Rehabilitation.

Article II – Duration
The duration of the corporation is perpetual.

Article III – Purpose
This corporation is organized exclusively for charitable, educational, and rehabilitative purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future federal tax code).

The specific purpose of Recovering Addicts Against Incarceration for Rehabilitation is to: Provide support, advocacy, housing, and rehabilitation services to individuals affected by substance abuse, incarceration, and reentry into society, with a focus on community-based alternatives to incarceration.

Article IV – Nonprofit Character

1. Nonprofit Status: This corporation is a nonprofit corporation and shall not issue shares of stock or pay dividends.
2. Private Benefit: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the corporation shall be authorized to pay reasonable compensation for services rendered in furtherance of its purposes.
3. Political and Legislative Activity: No substantial part of the activities of the corporation shall involve lobbying or legislative influence. The corporation shall not participate in any political campaign on behalf of or against any candidate for public office.

Article V – Registered Agent and Office
The street address of the corporation’s initial registered office and the name of its initial registered agent are:

Registered Agent Name:
Jake Warren Powers

Registered Office Address:
4879 S 1900 W
PO Box 505
Roy, Utah 84067

Article VI – Principal Office
The principal office of the corporation is located at:
4879 S 1900 W
PO Box 505
Roy, Utah 84067

Article VII – Membership
This corporation Will Not have Members

Article VIII – Initial Directors
The number of directors constituting the initial Board of Directors is [Minimum of 3].

The names and addresses of the initial directors are:

• Jake Warren Powers, 4879 S 1900 W PO Box 505 Roy, Utah 84067
• Meritiana Matautia Powers, 4879 S 1900 W PO Box 505 Roy, Utah 84067
• Reese Morgan Powers, 4879 S 1900 W PO Box 505 Roy, Utah 84067

Article IX – Incorporator
The name and address of the incorporator are:

Name:
Jake Warren Powers

Address:
4879 S 1900 W
PO Box 505
Roy, Utah 84067

Article X – Dissolution Clause
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code, or shall be distributed to a federal, state, or local government for a public purpose.

Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the corporation is then located, exclusively for such purposes.

Article XI – Limitation of Activities
Notwithstanding any other provisions of these Articles, the corporation shall not carry on any other activities not permitted to be carried on:

1. By a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or
2. By a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Execution
IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation for Recovering Addicts Against Incarceration for Rehabilitation on this 10th day of June, 2025.

Jake Warren Powers
Incorporator

RECOVERING ADDICTS AGAINST INCARCERATION FOR REHABILITATION
(A Utah Nonprofit Public Benefit Corporation)

Article I – Name and Purpose

Section 1. Name
The name of this organization is Recovering Addicts Against Incarceration for Rehabilitation (the “Corporation”).

Section 2. Purpose
This Corporation is organized exclusively for charitable and educational purposes under Section 501(c)(3) of the Internal Revenue Code.

The mission of the Corporation is to support and advocate for individuals recovering from substance abuse by providing alternatives to incarceration, rehabilitation services, housing, and community reintegration support.

Article II – Offices
Section 1. Principal Office
The principal office of the Corporation shall be located in the State of Utah at the address designated in the Articles of Incorporation. The Board of Directors may change the principal office as needed.

Section 2. Registered Agent and Office
The Corporation shall maintain a registered office and registered agent in the State of Utah as required by law.

Article III – Membership
Section 1. No Members
The Corporation shall not have members. All corporate powers shall be exercised by or under the authority of the Board of Directors.

Article IV – Board of Directors
Section 1. General Powers
The affairs of the Corporation shall be managed under the direction of the Board of Directors.

Section 2. Number and Qualifications
The Board shall consist of no fewer than three (3) directors. Directors must be at least 18 years old and committed to the Corporation’s mission.

Section 3. Term of Office
Each director shall serve a term of two (2) years and may serve unlimited consecutive terms if re-elected.

Section 4. Election
Directors shall be elected by a majority vote of the existing Board of Directors.

Section 5. Removal and Resignation
A director may be removed with or without cause by a two-thirds (2/3) vote of the Board. A director may resign at any time by giving written notice to the Board.

Section 6. Vacancies
Vacancies may be filled by a majority vote of the remaining directors.

Section 7. Meetings
Regular Meetings: Held at least quarterly.

Special Meetings: May be called by the President or any two directors.

Notice: Must be given at least seven (7) days prior to the meeting, unless waived.

Section 8. Quorum
A majority of the directors in office constitutes a quorum for the transaction of business.

Section 9. Voting
Each director shall have one vote. Decisions are made by majority vote unless otherwise stated.

Article V – Officers
Section 1. Officers
The Corporation shall have the following officers:

• President – Jake Warren Powers
• Secretary – Reese Morgan Powers
• Treasurer – Meritiana Matautia Powers

Additional officers may be appointed by the Board as necessary.

Section 2. Election and Term
Officers are elected by the Board annually and serve one-year terms. They may be re-elected without term limits.

Section 3. Removal and Vacancies
Officers may be removed with or without cause by the Board. Vacancies shall be filled by Board appointment.

Section 4. Duties

• President (Jake Warren Powers): Leads the organization, presides over Board meetings, and ensures the implementation of the Board’s directives.
• Vice President: Assists the President and assumes duties in the President’s absence.
• Secretary (Reese Morgan Powers): Maintains meeting minutes, records, and handles official correspondence.
• Treasurer (Meritiana Matautia Powers): Oversees financial matters, maintains fiscal records, and presents financial reports to the Board.

Article VI – Committees
The Board may establish committees as needed. Each committee must have at least one director and report to the Board.

Article VII – Financial Provisions
Section 1. Fiscal Year
The fiscal year of the Corporation shall end on December 31 of each year unless otherwise determined by the Board.

Section 2. Checks, Deposits, and Funds
All financial instruments must be signed by authorized individuals as designated by the Board.

Section 3. No Private Inurement
No part of the Corporation’s net earnings shall inure to the benefit of any private individual. Compensation for services shall be reasonable and related to actual duties performed.

Article VIII – Conflict of Interest Policy
All directors and officers must disclose any financial or personal interest in any matter affecting the Corporation and shall abstain from voting on such matters.

Article IX – Indemnification
The Corporation shall indemnify directors, officers, and agents to the fullest extent permitted under Utah law, provided they acted in good faith and in a manner reasonably believed to be in the Corporation’s best interests.

Article X – Dissolution
Upon dissolution, the Corporation shall distribute its assets to one or more organizations qualified as tax-exempt under Section 501(c)(3) of the Internal Revenue Code or to a federal, state, or local government for public purposes.

Article XI – Amendments
These Bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting, provided notice of the proposed amendment is given at least seven (7) days in advance.

ADOPTED by the Board of Directors of Recovering Addicts Against Incarceration for Rehabilitation on this 10th day of June, 2025

Board Signatures:

Jake Warren Powers
President

Reese Morgan Powers
Secretary

Meritiana Matautia Powers
Treasurer

RECOVERING ADDICTS AGAINST INCARCERATION FOR REHABILITATION

Article I – Purpose
The purpose of this Conflict of Interest Policy is to protect the interests of Recovering Addicts Against Incarceration for Rehabilitation (“the Corporation”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, or key person of the Corporation or result in a possible excess benefit transaction.

This policy is intended to supplement but not replace any applicable federal or Utah laws governing conflicts of interest applicable to nonprofit and charitable organizations.

Article II – Definitions
1. Interested Person
Any director, officer, or member of a committee with board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest
A person has a financial interest if the person has, directly or indirectly:

• A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement,
• 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 substantial in nature.

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the Board of Directors or committee decides that a conflict of interest exists.

Article III – Procedures
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 all material facts to the Board of Directors and members of committees with board-delegated powers considering the proposed transaction or arrangement.

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, they shall leave the 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.

3. Procedures for Addressing the Conflict of Interest

• The interested person may make a presentation at the board or committee meeting but shall leave the meeting during the discussion and vote.
• The Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
• After exercising due diligence, the board or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement with reasonable effort that would not give rise to a conflict of interest.
• If a more advantageous arrangement is not reasonably possible, the 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.

4. Violations of the Conflict of Interest Policy

• If the board or committee has reasonable cause to believe a person has failed to disclose an actual or possible conflict of interest, it shall inform the person of the basis for such belief and afford them an opportunity to explain.
• If, after hearing the response and conducting further investigation as warranted, the board or committee determines the person has failed to disclose a conflict of interest, it may take appropriate disciplinary or corrective action.

Article IV – Records of Proceedings
The minutes of the Board and all committees with board-delegated powers shall include:

• The names of the persons who disclosed or were found to have a financial interest.
• The nature of the financial interest.
• Any action taken to determine whether a conflict of interest was present.
• The Board’s or committee’s decision regarding the conflict.
• The names of persons present during discussions and votes, and a record of any votes taken.

Article V – Compensation

• A voting member of the Board who receives compensation from the Corporation for services is precluded from voting on matters pertaining to that compensation.
• No director or officer shall receive compensation except as permitted by the Corporation’s budget and board approval.

Article VI – Annual Statements

Each director, officer, and member of a committee with board-delegated powers shall annually sign a statement that affirms:

• They have received a copy of the Conflict of Interest Policy;
• They have read and understand the policy;
• They agree to comply with the policy; and
• They understand the Corporation is charitable and must engage primarily in activities that accomplish its 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, the Board shall conduct periodic reviews of:

• Whether compensation arrangements and benefits are reasonable and the result of arm’s-length bargaining;
• Whether partnerships, joint ventures, and arrangements with other organizations conform to the Corporation’s written policies, are properly recorded, and reflect reasonable investments and payments.

Article VIII – Use of Outside Experts
When conducting the periodic reviews, the Corporation may use outside advisors or legal counsel. If used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.

Adoption and Signatures
Adopted by the Board of Directors of Recovering Addicts Against Incarceration for Rehabilitation on this 10th day of June, 2025

Jake Warren Powers
President

Reese Morgan Powers
Secretary

Meritiana Matautia Powers
Treasurer