Articles of Incorporation
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.)
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 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: Purpose (will be same as Articles)
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.)
(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. erm 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.
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.
