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CONSTITUTION
THE ALBUQUERQUE AMATEUR RADIO CLUB
(a non-profit corporation)We, the undersigned, citizens of the United States, all of whom are residents of the State of New Mexico, hereby associate ourselves together for the purpose of forming a non-profit corporation without capital stock, in order to promote radio knowledge, fraternalism, and individual operating efficiency, and to promote generally information and knowledge among amateur radio operators, under the laws of The State of New Mexico, and hereby certify: ARTICLE I: The name of the corporation is: THE ALBUQUERQUE AMATEUR RADIO CLUB ARTICLE II: The location of the principal office of the corporation is Albuquerque, Bernalillo County, New Mexico, and the agent and in charge thereof upon whom process against the corporation may be served is The Secretary of Record listed upon the Annual Corporation Filing. ARTICLE III: The objects for which this corporation is formed are To facilitate the exchange of information and general knowledge between members of the amateur radio group, to promote radio knowledge, fraternalism and individual operating efficiency, to conduct group programs and activities so as to advance the general interests and welfare of radio operators in this general vicinity and community. To receive and maintain a fund or funds of real or personal property, or both, and subject to the restrictions of the by-laws of the corporation to use and apply the whole, or any part of the income and/or principal thereof exclusively for educational, religious and scientific purposes and for the advancement of the general purposes for which this corporation is formed, whether the same be a direct expenditure or by and through a contribution to an organization directly authorized to carry on the purposes for which this corporation is formed; provided, however, that no part of such income or principal shall be contributed to any organization whose net earnings,or any part thereof, inure to the benefit of any private shareholder or individual or any substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation except on behalf of the amateur radio community. No part of the net earnings of the corporation shall inure to the benefit of any member, director or officer of the corporation or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes). No part of the activities or the corporation shall be carrying on propaganda or otherwise attempting, to influence legislation, except on behalf of the amateur radio community, or participating in, or intervening in any political campaign on behalf of any candidate for public office. Upon dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to charitable organizations which would qualify under the provisions of Section 501 (c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended. ARTICLE IV: As a means of accomplishing the foregoing purposes, the corporation shall have the following powers: 1. To accept, acquire, receive, take, and hold by bequest, devise, grant, gift, purchase, exchange, lease, transfer, judicial order or decree, or otherwise, for any of its objects and purposes, any property, both real and personal, of whatever kind, nature, or description and wherever situated. 2. To sell, exchange, convey, mortgage, lease, transfer, or otherwise dispose of, any such property, both real and personal, as the objects and purposes of the corporation may require, subject to such limitations as may be prescribed by law. 3. To borrow money, and, from time to time, to make, accept, endorse,.execute, and issue bonds, debentures, promissory notes, bills of exchange, and other obligations of the corporation for moneys borrowed or in payment for property acquired or for any of the other purposes of the corporation, and to secure the payment of any such obligations by mortgage, pledge, deed, indenture, agreement, or other instrument of trust, or by other lien upon, assignment of, or agreement in regard to all or any part of the property, rights, or privileges of the corporation wherever situated, whether now owned or hereafter to be acquired. 4. To invest and reinvest its funds in such stock, common or preferred, bonds debentures, mortgages, or in such other securities and property as its Board of Directors shall deem advisable, subject to the limitations and conditions contained in any bequest, devise, grant, or gift, provided such limitations and conditions are not in conflict with the provisions of Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. 5. In general, and subject to such limitations and conditions as are or may be prescribed by law, to exercise such other powers which now are or hereafter may be conferred by law upon a corporation organized for the purposes herein above set forth, or necessary or incidental to the powers so conferred, or conducive to the the attainment of the purposes of the corporation, subject to the further limitation and condition that only such powers shall be exercised as are in furtherance of the exempt purposes of organizations set forth in Section 501 (c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. ARTICLE V: The Board of Directors shall consist of the President, the Vice President, and the Secretary-Treasurer of the Corporation. The President of the Corporation will serve as Chairman of the Board of Directors and the Secretary-Treasurer will serve as Secretary of the Board. There will be five other members of the board, two of which will serve for a one year term and two for a two year term. The retiring President of the Corporation will automatically serve a two year term on the board unless he has been removed for cause or declines to serve. The four remaining members of the board will be elected from the membership of the Corporation. Any vacancy on the board will be filled by election from the membership no later than the second regular meeting of the membership following the vacancy. The first Board of Directors shall be made up of the incorporators. ARTICLE VI: The full names and post office addresses of the incorporators are as follows: Robert A. Scupp, 648 Marquis NE Albuquerque, New Mexico 87123; Alyan R. Hill, 7105 Ticonderoga Road NE Albuquerque, New Mexico 87109; Russell A. Garlin, 11533 Key West Dr. NE Albuquerque, New Mexico 87111; Irving McLane, 4317 Goodrich NE Albuquerque, New Mexico 87110; Leslie A. Lines, 575 Golden Poppy Street Bosque Farms, New Mexico 87068; and Joseph L. Ruggieri, 1813 Georgia NE Albuquerque, New Mexico 87110. ARTICLE VII: This corporation shall be governed by a Board of Directors. Said Board of Directors shall not consist of less than three nor more than nine members. The number of directors shall be fixed from time to time by a majority vote of the Board of Directors taken at any annual or special meeting thereof in accordance with the By-Laws of this corporation. Vacancies in the Board due to death, resignation, or any other cause whatsoever shall be filled by the remaining Directors or Director, and said Board is empowered to adopt By-Laws for the government of this corporation and to amend and repeal the same at any regular or specially called meeting of the Board on a majority vote of the Directors. ARTICLE VIII.: The term of existence of this corporation shall be one hundred (100) years. IN WITNESS WHEREOF, We have hereunto set our hands this SIXTH day of JULY , 1991 . |
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