Articles of Incorporation
Articles of Incorporation Non-Profit Organization
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
By-Laws of (name of regional club
(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.)
(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.)
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