Special Note: The Articles of Organzation were advertised in the Daily News Sun newspaper on August 28th, 29th & 31st, 2009 and an Affidavit of Publication was received per requirements by the Arizona Corporation Commission per ARS 10-140.34 & 39-201.A & B. All paperwork is on file with the Board Secretary.
SURPRISE HISTORICAL SOCIETY
ARTICLES OF ORGANIZATION
Articles of Incorporation of the undersigned, a majority of whom are citizens of the United States, desiring to form a Non-Profit Corporation, Law of the State of Arizona, do hereby certify:
First: The name of the Corporation shall be: Surprise Historical Society
Second: The place in this state where the principal office of the Incorporation is to be located is the City of Surprise, Arizona, Maricopa County.
Third: Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501© (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Fourth: The names and addresses of the persons who are the initial trustees of the corporation are as follows:
SURPRISE HISTORICAL SOCIETY EXECUTIVE BOARD:
President: Nancy Alcock
Vice-President: Doris Lanzillotti
Treasurer: Margaret Espinoza
Secretary: Sherry Ann Aguilar
Surprise Historical
Society Mailing
Address: Surprise City Hall c/o City Clerk’s Office - 16000 N. Civic Center Drive, Surprise, AZ., 85374.
Fifth: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions and furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. If references to federal law in articles of incorporation imposes a limitation that is invalid in your state, you may wish to substitute the following for the last sentence of the preceding paragraph: “Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation”.
Sixth: Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 © (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a 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 of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
In witness whereof, we have hereunto subscribed our names this __13TH____ day of July, 2009.
President, Nancy Alcock ___________________________________
Vice-President, Doris Lanzillotti ___________________________________
Treasurer, Margaret Espinoza ___________________________________
Secretary, Sherry Ann Aguilar ___________________________________
MISSION STATEMENT
SURPRISE HISTORICAL SOCIETY
The mission of the Surprise Historical Society is "To inspire the people of Surprise to be interested in the roots of the community in which they live."
BYLAWS
SURPRISE HISTORICAL SOCIETY
ARTICLE I – PURPOSE
This corporation is formed to promote individual and communal participation in the Surprise Historical Society activities, which include cultural, educational and social events in accordance with the Articles of Incorporation. Charitable activities shall be conducted in accordance with Section 501 © (3) of the Internal Revenue Code.
ARTICLE II – MEMBERSHIP
Membership shall be open to interested individuals, families, groups, and other legal entities upon payment of dues as defined in Article VII. Each member shall be entitled to vote in accordance with Article VII.
ARTICLE III – MEETINGS
- Annual Meeting - An Annual Meeting shall be held at a time and place to be determined by the Board of Directors. Notice shall be given to all members at least ten (10) days and not more than thirty (30) days in advance. Officers and Directors shall be elected at the Annual Meeting and when so elected shall take office on the first day of the month following the election.
2. Membership Meetings will be held on a monthly basis, or as determined by the Board of Directors.
3. Special Meetings may be called not less than two (2) days or more than twenty (20) days notice by decision of the Board of Directors, or if at least ten percent (10%) of members in good standing request such a meeting.
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ARTICLE IV – QUORUM
Ten percent (10%) of the total membership shall be present at any annual or special meeting of members to constitute a quorum. Members present at any regular or Board meeting shall constitute a quorum for the transaction of business.
ARTICLE V - OFFICERS & BOARD OF DIRECTORS
- Officers for the corporation and their duties shall be:
A. President - shall preside at all corporation meetings, shall prepare the agenda for all meetings, shall appoint committee chairs with the consent of the majority of the other officers, shall coordinate all the corporation’s activities and shall represent the corporation as necessary and appropriate. The President shall appoint a designee to serve in the absence of other officers.
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B. Vice-President - shall preside, in the absence of the President, at all meetings and perform the duties of the President in his or her absence, and shall perform other duties as may be assigned by the President or Board of Directors.
C. Board Secretary - shall maintain the records of the corporation and keep the Minutes and record attendance of all annual, regular membership and special membership meetings, and meetings of the Board of Directors, and shall prepare written minutes of all meetings within two weeks of the meeting for distribution to the Board of Directors and keep a signed copy of the minutes in a binder for permanent legal record. The Recording Secretary shall also oversee, direct and adjudicate all votes taken by the Board of Directors and membership. The Secretary shall perform other duties as may be assigned by the President or Board of Directors.
Shall keep membership records, issue membership cards and mail renewal notices, shall order and maintain supplies and prepare mailings to the membership, shall prepare and mail correspondence of the officers and perform other duties as may be assigned by the President or Board of Directors.
D. Treasurer - shall be the chief financial officer for the corporation, shall keep an account of all funds received and deposit funds in a bank account approved by the Board of Directors, shall pay bills as approved by the Board of Directors, shall maintain the corporation’s financial records and prepare and present a financial report to the Board of Directors on a regular basis for their approval, shall recommend appropriate levels of membership fees to the Board of Directors and shall prepare an annual financial report for submission to the State of Arizona, and perform other duties as may be assigned by the President or the Board of Directors. No expenditure or liability which is incurred without approval of the Board of Directors shall be a charge upon the corporation.
2. Vacancy - Should a vacancy occur in any elective office it shall be filled by the President with the approval of the Board of Directors for the unexpired term, excepting the office of the President, which shall be assumed by the Vice President. A new Vice President may then be chosen.
3. The Board of Directors - shall consist of all of the officers and Standing Committee chairs and the immediate past President.
ARTICLE VI - FISCAL MATTERS
- Contracts - The Board of Directors may authorize the Treasurer or any officer to enter into any contract or execute and deliver any instrument in the name of and upon behalf of the corporation, and such authority may be general or confined to specific instances.
2. Checks and Drafts - All checks or orders for the payment of money in the name of the corporation shall be signed by such officer or officers as is determined by resolution of the Board of Directors. In the absence of such a resolution, such instruments shall be signed by the Treasurer and one additional officer.
3. Unappropriated Funds - The Board of Directors may authorize the Treasurer to invest unappropriated funds of the corporation, or other funds as the Board of Directors may direct, in accounts insured under and by virtue of the Federal Deposit Insurance Corporation.
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4. Gifts - The Board of Directors may accept upon behalf of the corporation such
contributions, endowments, gifts, grants, bequests or devices for the general purpose or for any special purpose of the corporation consistent with its Articles of Incorporation.
5. Books and Records - The corporation shall keep correct and complete books and records. Any member of the corporation may inspect all books and records of the corporation for any purpose at any reasonable time.
6. Audit - An annual audit shall be furnished by the Treasurer preceding the Annual Meeting in accordance with generally accepted accounting practices. Copies of all audits shall be furnished promptly to each member of the Board of Directors.
7. Budget - The Board of Directors shall adopt an annual budget for the operations of the corporation. No budget shall be adopted or appropriations made unless the total of estimated revenues, income and funds available shall be equal to or in excess of such budget or proposed appropriations.
8. Bond - All officers, directors and any member authorized to disperse corporation funds shall be bonded in an amount to be determined by the Board of Directors.
ARTICLE VII - DUES AND VOTING PRIVILEGES
- Membership shall be as defined in Article II. Initial membership dues shall be:
A. Annual:
* Individual
* Family
* Non-profit
* Business/organization
B. Lifetime:
*Individual
* Family
* Non-profit
* Business
2. The Board of Directors shall establish a schedule of annual dues.
3. Voting privileges shall be as follows:
* Individual one (1) vote
* Family two (2) votes
* All others one (1) vote
ARTICLE VIII –COMMITTEES
- Nominating Committee - A Nominating Committee shall be formed within sixty (60) days before the Annual Meeting. It shall consist of two members appointed by the President, and two members appointed by the Board of Directors. The Committee shall elect its own chairperson. The Committee shall nominate at least one candidate for each position to be filled by election at the Annual Meeting. Any member in good standing may make additional nominations at the annual meeting. No one shall be nominated without his or her prior consent. Members of the Nominating Committee are ineligible to become officers for the year in which they serve on the committee.
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2. Standing Committees – Standing committees created by resolution of the Board of Directors for the general purposes of the corporation shall serve a term of one year.
3. Special Committees – Special committees can be created by resolution of the Board of Directors, or by the President who shall define the mission of the special committee.
4. Duties – Committees may expand their mission with the approval of the Board and/or the President. Committees shall not expend corporation funds, execute legal contracts, or release any report without specific approval of the Board of Directors.
5. Removal – The appointing authority shall have the power to discharge any committee or committee member.
ARTICLE IX – PARLIMENTARY AUTHORITY
In all proceedings of the corporation, Robert’s Rules of Order Newly Revised, latest edition, will be followed where not in conflict with the provisions of the Articles of Incorporation or these Bylaws.
ARTICLE X – AMENDMENT
These Bylaws may be amended by majority vote of the members present and voting at any Annual Meeting or special meeting of the corporation. Written notice of the proposed amendment(s) shall be given to all members at least twenty (20) days in advance with a copy of the proposed amendment(s).
ARTICLE XI – DISSOLUTION
Dissolution of the Corporation shall occur after a majority vote of the Board of Directors at a meeting convened for this purpose. Any remaining assets shall be distributed in accordance with Section 501©3 of the Internal Revenue Code and Arizona law. The process of dissolution is explained in Article V of the Articles of Incorporation.
Adopted this 30th day of April, 2009.
______________________________________
Board President or Vice-President
ATTEST: ______________________________________
Board Secretary, Sherry Ann Aguilar
