ARTICLES OF INCORPORATION OF
Western RegionAL Button Association

The undersigned individuals, in order to form a corporation under the laws of California, do hereby adopt the following articles of incorporation. 

ARTICLE I
NAME & LOCATION

The name of this corporation shall be: Western Regional Button Association (WRBA).   The corporation's initial registered office is located at:

c/o Janel Marchi, Treasurer

1244 Secret Lake Loop

Lincoln, CA 95648

 

Meetings of the Association Board and Committees may be held at such places as may be designated from time to time. 

 

ARTICLE II
PURPOSE & DURATION

This corporation is organized exclusively as a social club for the purpose of fellowship among individuals who share the hobby of button collecting.  Objectives of the Corporation shall include, but not be limited to, the following:

a)      to promote camaraderie among its members;

b)      to encourage and coordinate activities related to the button hobby including educational programs, conventions, workshops, lectures and the like;

c)      to facilitate communication and knowledge sharing;

d)      to engage in affairs of interest to the membership so long as these activities are not inconsistent with the Corporation’s nonprofit tax exempt status.

The term of existence of this Corporation shall be perpetual.

ARTICLE III
LIMITATIONS

At all times the following shall operate as conditions restricting the operations and activities of the corporation:

1. Membership will be limited to individuals meeting those requirements as specified in the Corporation Bylaws.  There will be no corporate memberships.  The corporation shall not exclude individuals on the basis of race, religion, gender or sexual orientation.

2. No part of the net earnings of the corporation shall inure to the benefit of any person having a personal and private interest in the activities of the organization, nor to any Director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation;

3. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office; and

4. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(7) of the Internal Revenue Code, as now enacted or hereafter amended.

5. The corporation shall not lend any of its assets to any officer or director of this corporation or guarantee to any person the payment of a loan by an officer or director of this corporation.

 

ARTICLE IV
DIRECTORS/MEMBERS

The corporation shall have voting members, and such membership and classes thereof, shall be as defined in the corporation's bylaws. The management and affairs of the corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the corporation's Bylaws. No member or Director shall have any right, title, or interest in or to any property of the corporation.

In accordance with the Bylaws, the Corporation membership shall nominate and elect qualified individuals to serve as officers of the Corporation and of its Board of Directors, consisting of the following:  President, Vice President, Secretary and Treasurer. 

There shall never be less than three (3) individual Directors.  The Board of Directors shall propose policies and execute the affairs of the Corporation as set forth in the Bylaws.

The corporation's first Board of Directors shall be comprised of the following natural persons:

 

Gloria B. Skovronsky, President                                   Gilberte Biggie, Vice-President

1243 Township Line Road                                            9075 Wigwam Way

Port Angeles, Washington 98362                                  Reno, Nevada 89506

 

Janel Marchi, Treasurer                                                Susannah Jordan, Secretary

1244 Secret Lake Loop                                               6623 Left Hand Canyon

Lincoln, California 95648                                              Jamestown, Colorado 80455

 

 

 

 

 

 

ARTICLE V.

AMENDMENT OF ARTICLES

Amendments to these Articles may be proposed by a resolution adopted by the Board of Directors and presented to the General Members as set forth in the Bylaws of this Corporation.

ARTICLE VI

AMENDMENT OF BYLAWS

Subject to the limitations contained in the Bylaws, and any limitations set forth in U.S. and California law concerning action that must be authorized or approved by the members of the Corporation, Bylaws of this Corporation may be altered, rescinded, added to, or new bylaws may be adopted according to the procedures as set forth in the Bylaws.

ARTICLE VII
DEBT OBLIGATIONS AND PERSONAL LIABILITY

No member, officer or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers or Directors be subject to the payment of the debts or obligations of this corporation.

ARTICLE VIII
DISSOLUTION

Upon the time of dissolution of the corporation, assets shall be distributed by the Board of Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of section 501(c)(7) 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.

ARTICLE IX
FOUNDERS

The founders of this corporation are:

Gloria B. Skovronsky, President                                   Gilberte Biggie, Vice-President

1243 Township Line Road                                            9075 Wigwam Way

Port Angeles, Washington 98362                                  Reno, Nevada 89506

 

Janel Marchi, Treasurer                                                Susannah Jordan, Secretary

1244 Secret Lake Loop                                               6623 Left Hand Canyon

Lincoln, California 95648                                              Jamestown, Colorado 80455

 

      ARTICLE X

MISCELLANEOUS

Section 1. Conflicts. In the case of any conflict between these Articles and the Bylaws, the Articles shall control.

Section 2. Governing Law. These Articles shall be governed by and interpreted in accordance with the laws of the State of California.

Section 3. Headings. The headings in these Articles are solely for convenience of reference and shall be given no effect in the construction or interpretation of these Articles.