**
Sample **
Articles of Incorporation Non-Profit Organization
ARTICLE I: The name of this corporation is _________.
The principal
office for the transaction of business of this
club shall be located at
_________. The (name of club) shall have, and
continuously maintain,
corporation status in the State of _______ as
a registered office and
agent.
ARTICLE II: The purposes for which the corporation
is organized are
To promote the Appaloosa horse at the regional
level, cooperate with
and aid in every way the ApHC , and to abide
by the Rules and Regulations printed in the
current Official Handbook of
the Appaloosa Horse Club.
Subject to the restrictions set forth in these
Articles of
Incorporation, to engage in other lawful activities,
none of which
shall be for profit, for which corporations
may be organized under the
(name of state) Nonprofit Corporation Law.
ARTICLE III: The affairs of the corporation
shall be managed by its
Board of Directors. The number of Directors
shall be ____. The Board of
Directors shall be elected by the members at
the annual meeting of the
corporation to be held on such a date as the
By-Laws may provide, and
shall hold office until their successors are
respectively elected and
qualified. Directors shall be elected to serve
a ____ year term. Only
active members of (name of club) in good standing
shall be entitled to
nominate or vote in elections of Directors.
(Your club may wish to
incorporate additional responsibilities for
the Directors in Article
III. However, by putting in a sentence such
as, "The corporation
may, in its By-Laws, confer powers upon its
Board of Directors in
addition to the foregoing", it will
allow for your club to add
responsibilities in the By-Laws.)
ARTICLE IV: Any amendment, restatement or other
alteration of these
Articles of Incorporation adopted in accordance
with the procedures and
other provisions set forth in the (name of state)
Nonprofit Corporation
Law shall be submitted to the members of the
corporation in good
standing for approval by means of a mail ballot
and shall not be
approved effective unless approved by at least
____ of the votes cast.
(There are several alternatives to Article IV,
one being that changes
could be made by 2/3 of the members present
at the annual meeting, for
example. You may wish to review your State Nonprofit
Code for
alternatives
** Sample **
By-Laws of (name of regional club
ARTICLE I: Purpose (will be same as Articles)
ARTICLE II: Members
Section 1. There may be four classifications
of members: individual
adult, couple, individual youth and family
members.
(Adult members shall be defined as 19 years
of age and over; couples
shall be defined as those who are married
or otherwise legally
recognized as common-law; youth members are
defined as being 18 years
of age and under on January 1 of the current
year; family members are
defined as parents/guardians and their children
having not reached 19
years of age on January 1 of the current year
and living in the same
home.)
Section 2. Voting rights. All paid members
above the age of 18 in good
standing with the (name of club) shall have
the right to cast votes on any
subject at any membership meeting. Individual
memberships are entitled
to one vote; couple memberships are entitled
to two votes; family
memberships are entitled to three votes.
Section 3. Non-Transferable Membership. The
membership in this club is
non-transferable. Any attempt to transfer
shall immediately void the
membership and relieve the club of any obligation
to refund any dues
paid.
Section 4. Due Process
A. Those members abusing or misusing their
privileges of membership
will have their memberships revoked after
an appropriate hearing of the
club's Board of Directors.
B. Membership may be terminated for the following
reasons: a)
Resignation of the member. b) Default in the
payment of dues or other
monies owed to (name of club). Dues are payable
to the treasurer on or
before January 1 of the current year. Members
in arrears 60 days shall
be deemed to be delinquent and will be dropped
from the membership
roll. c) An egregious act has been committed
against officers,
directors or other members of (name of club.)
C. Suspension or revocation for valid cause
after an appropriate
hearing to the Board of Directors, giving
the member involved notice of
said hearing and opportunity to be present,
upon the affirmation vote
of the majority of the Board of Directors.
Section 5. Reinstatement. Members may, upon
application, be reinstated
at the discretion of the Board of Directors.
Section 6. Members are expected to serve on
such committees, panels or
work groups as necessary to support the club
in its functions.
Section 7. Year-end awards. All paid members
of (name of club) are
eligible to earn year-end awards presented
by the club. This includes
representing (name of club) at the World Championship
Appaloosa Show,
as recorded in the club's point system.
ARTICLE III: Meeting of Members
Section 1. Annual Meeting
Section 2. Special Meeting
Section 3. Notice of Meeting
Section 4. Quorum
Section 5. Voting Rights
Section 6. Manner of Acting
(Article III is quite simple. Your club needs
to determine the date of
an annual meeting; how a special meeting is
called and who has the
authority to call one; how the members and
Board are notified of such
meetings; what constitutes a quorum at a meeting;
who has the right to
vote at a meeting and are proxy votes allowed;
and lastly, the manner
of acting. You may wish to refer to the current
ApHC
rulebook for additional ideas.)
ARTICLE IV: Board of Directors/Election
Section 1. Election. At the annual meeting
of the members,
_____Directors shall be elected for a term
of ____ years, with _____
Directors elected annually. The affairs of
the club shall be managed by
its Board of Directors. From the entire elected
Board, the members may
vote their preferences for President, Vice-President,
Secretary and
Treasurer. Only one Board member or Officer
may be elected from the
same family.
(Refer to Article V, Section 2 of this example)
Section 2. Vacancies. In the event of death,
written resignation or
refusal to serve on the Board, these vacancies
shall be filled by the
membership. Should any member of the Board
be absent from three
regularly scheduled Board meetings during
the fiscal year of this club
without just reason accepted by the Board,
the position may be declared
vacant on a majority vote of the Directors
present. The unexpected term
of such a vacancy will be filled through election
by the membership at
the next scheduled business meeting.
ARTICLE V: Board of Directors/General Powers
Section 1. General Powers. The Board of Directors
shall define the
policies of the (name of club) and shall have
administrative directions
and management of this association.
Section 2. Number and Tenure.
(It is best to elect an uneven number of Directors
to avoid ties in
split votes. Most regionals elect 9 Directors
- initially elected for three years, two years
and one year - and when
the terms expire for the three Directors with
one year terms, they
could be re-elected for three year terms unless
the By-Laws
specifically state that they cannot run consecutive
terms. Also, the
By-Laws should state when the Board should
meet.)
Section 3. Officers. The President, Vice-President,
Secretary and
Treasurer shall be chosen from members of
the Board, guided by the
preferences of the membership, all being one
year terms. (See Article
VI of this example.)
ARTICLE VI: Officers.
Section 1. President. The President shall
be the Chief Executive
Officer. He shall in general supervise the
business and affairs of the
club. He shall preside at all meetings of
the members of the Board of
Directors. He will co-sign, with the Treasurer,
all checks that are
drawn from the club's bank accounts; and in
general, perform such other
duties as may be prescribed by the Board of
Directors from time to
time.
Section 2. Vice-President. In the absence
of the President or in the
event of his inability or refusal to act,
the Vice-President 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. He shall perform such other duties
as from time to time may
be assigned to him by the President or by
the Board of Directors. It
shall also be his responsibility to supervise
committees, attend their
meetings and furnish a report of their activities
when requested by the
President.
Section 3. Secretary. The Secretary shall
keep the minutes of all
meetings of the Board of Directors and of
the members in records solely
for that purpose, see that all notices are
duly given in accordance
with the provisions of these By-Laws, and
be custodian of the corporate
records. The Secretary shall also keep the
membership roll containing
the mailing addresses of all members. It is
the responsibility of each
member to keep the Secretary informed of any
address change. The
Secretary shall also be responsible for all
fees and dues, and shall
remit the same to the Treasurer. The Secretary
may be assigned other
duties and functions as designated by the
President or Board of
Directors. (It is recommended by the ApHC
that all meetings be tape-recorded as well
as recorded by hand.)
Section 4. Treasurer. The Treasurer shall
keep an accurate record of
the books and accounts, and shall deposit
all club funds in such banks
or banks as may be approved by the Board of
Directors. Such money shall
only be withdrawn by check and co-signed by
the Treasurer and the
President. All disbursements must be approved
by the Board of Directors
prior to payment. A financial report shall
be given to the members at
all membership meetings. The club's books
will be audited annually by a
three-member committee appointed by the Board
of Directors. Said
committee to be comprised of one Director
and two members in good
standing of the club. The Treasurer shall
be bonded.
(It is recommended by the ApHC that audits
be
done by independent persons outside the club,
but understand the
financial difficulty this may cause.)
ARTICLE VII: Committees.
Section 1. Committees. The members of a committee
shall be members in
good standing of the club. The Board of Directors
shall appoint a
Chairman to such committee as they deem necessary.
(Examples of
committees include By-Laws, Show, Youth, Trail
Rides, Fundraising,
Promotions, etc. and should be covered within
their own section.)
Section 2. Term of Committee. The term for
any position or committee
member is one year, unless the committee is
terminated sooner.
Section 3. Point Keeper. The club may provide
a point system for all
horses in the various show categories. All
1:place winners are to be
presented year-end awards at an awards banquet
and/or annual meeting.
The point keeper will keep accurate tabulations
of the points and
report the standings periodically in the newsletter,
and will handle
the World Championship Appaloosa Show qualifying
bids. Points shall be
audited each year.
Section 4. Newsletter Editor. The newsletter
is the main communication
link for (name of club). It shall be published
and distributed to the
members ____ a year. Such newsletter shall
include
minutes and corrections of all meetings, club
news and activities, and
any advertising which will publicize and promote
the Appaloosa horse in
this club. The regional newsletter may not
be used to embarrass,
contest or oppose any action of the ApHC
staff or Board of Directors at any time, and
may not use a disclaimer
to any editorial material that in any way
fails to promote or cooperate
with the ApHC Articles, By-Laws and Rules.
ARTICLE VIII: Conduct and Order of Business
Section 1. Conduct. Except as required by
statute or as otherwise
provided in these By-Laws, all meetings of
the members, Board of
Directors and Committees shall be in accordance
with Roberts Rules of
Order.
Section 2. Order of Business. Order of business
of the membership
meeting shall be as follows
A. Roll call of Directors and Officers and
noting of absentees.
B. Reading and approval of minutes of previous
meeting.
C. Treasurer's report on all receipts and
disbursements since previous
meeting.
D. Acting on new membership applications.
E. Approval of bills, communications, etc.
F. Reports of committees.
G. Unfinished/Old business.
H. New business.
I. Elections of Directors (any vacancies as
well as the annual
Elections
J. Being no other business, adjournment
| This sample in no way covers every
issue you may want to address within your
particular club. Again, it is suggested
the ApHC current
rulebook be reviewed. |
Regional
Club Application
|