Copyright
© 1995-2001 Frankoma Family Collectors Association
OF
THE
FRANKOMA FAMILY COLLECTORS ASSOCIATION
The
National Association of Frankoma Pottery Collectors and Dealers
As
Amended by the Board
ARTICLE 1 — NAME & OFFICES
SECTION 1. NAME
SECTION 2. PRINCIPAL OFFICE
SECTION 3. CHANGE OF ADDRESS
SECTION 4. OTHER OFFICES
ARTICLE 2 — NONPROFIT PURPOSES
SECTION 1. IRC SECTION 501(c)(7) PURPOSES
SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES
ARTICLE 3 — MEMBERSHIP & DUES
SECTION 1. QUALIFICATIONS
SECTION 2. CONDUCT
SECTION 3. TYPES
SECTION 4. DUES
ARTICLE 4 — EXECUTIVE BOARD
SECTION 1. COMPOSITION
SECTION 2. POWERS
SECTION 3. DUTIES
SECTION 4. COMPENSATION
SECTION 5. MEETINGS
SECTION 6. SPECIAL MEETINGS
SECTION 7. NOTICE OF MEETINGS
SECTION 8. QUORUM FOR MEETINGS
SECTION 9. MAJORITY ACTION AS BOARD ACTION
SECTION 10. CONDUCT OF MEETINGS
SECTION 11. VACANCIES
SECTION 12. NONLIABILITY OF DIRECTORS
SECTION 13. INDEMNIFICATION BY ASSOCIATION OF TRUSTEES AND OFFICERS
SECTION 14. INSURANCE FOR CORPORATE AGENTS
ARTICLE 5 — OFFICERS
SECTION 1. DESIGNATION OF OFFICERS
SECTION 2. QUALIFICATIONS
SECTION 3. ELECTION AND TERM OF OFFICE
SECTION 4. REMOVAL AND RESIGNATION
SECTION 5. VACANCIES
SECTION 6. DUTIES OF PRESIDENT
SECTION 7. DUTIES OF VICE PRESIDENT
SECTION 8. DUTIES OF SECRETARY
SECTION 9. DUTIES OF TREASURER
SECTION 10. COMPENSATION
ARTICLE 6 — COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
SECTION 2. OTHER COMMITTEES
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
ARTICLE 7 — EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
SECTION 2. CHECKS AND NOTES
SECTION 3. DEPOSITS
SECTION 4. GIFTS
ARTICLE 8 — CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
SECTION 2. CORPORATE SEAL
SECTION 3. DIRECTORS' INSPECTION RIGHTS
SECTION 4. MEMBERS' INSPECTION RIGHTS
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
SECTION 6. PERIODIC REPORT
ARTICLE 9 — IRC501(c)(7) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
SECTION 3. DISTRIBUTION OF ASSETS
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS
ARTICLE 10 — AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
ARTICLE 11 — CONSTRUCTION AND TERMS
ADOPTION OF BYLAWS
The name of the Association shall be the Frankoma Family
Collectors Association hereinafter known as "the
Association".
SECTION
2. PRINCIPAL OFFICE
The principal office of the Association shall be in Sapulpa,
Creek County, Oklahoma, and the executive office of the Association
shall be determined by the presiding President.
SECTION
3. CHANGE OF ADDRESS
The
designation of the county in Oklahoma of the Association’s principal
office may be changed by amendment of these Bylaws.
The Board may change the principal office from one location to
another within the named county by noting the changed address and
effective date below, and such changes of address shall not be deemed,
nor require, an amendment of these Bylaws:
____________________
Dated: ________, 19__
The
Association may also have offices at such other places, within its
state of incorporation, where it is qualified to do business, as its
business and activities may require, and as the Board may, from time
to time, designate.
SECTION
1. IRC SECTION 501(c)(7)
PURPOSES
This
Association is organized exclusively for one or more of the purposes
as specified in Section 501(c)(7) of the Internal Revenue Code,
including, for such purposes, the making of distributions to
organizations that qualify as exempt organizations under Section
501(c)(7) of the Internal Revenue Code.
SECTION
2. SPECIFIC OBJECTIVES
AND PURPOSES
The
specific objectives and purposes of this Association shall be:
1.
To provide for the propagation of interest in Frankoma Pottery.
2.
To promote understanding, appreciation and recognition of
Frankoma Pottery as a collectible.
3.
To unify and strengthen the voice of those who speak for the
interest of collectors and dealers of Frankoma
Pottery.
4.
To foster a code of ethics to guide members toward standardized
principles in buying and selling Frankoma Pottery
as well as in other
activities such as exhibiting Frankoma Pottery and publishing.
5. To foster and promote interest in the design and production of art pottery through establishment of scholarships and/or internships to assist persons desiring to enter this field.
Membership shall be open to anyone subscribing to the purposes
of the Association and agreeing to abide by these Bylaws and any
lawful amendments thereto and other policies of the Association, and
upon making proper application.
All
members shall work to promote and maintain harmony within the
organization and protect fellow members from unscrupulous and/or
divisive practices whenever and wherever possible by advising fellow
members of known acts contrary to the good of the membership, Articles
of Incorporation, Bylaws, Practices and Procedures of the Association.
The Board shall be empowered to censure and/or remove from the
organization any member who fails to abide by the Articles of
Incorporation, Bylaws, Policies and Procedures of the Association or
is a detriment to the Association.
Detriment is defined as interfering with duties of elected or
appointed officials, or refusing reasonable requests of the Board, or
violating the Articles of Incorporation, Bylaws, Policies and
Procedures of the Association.
Memberships
in the Association shall consist of Family Membership and Honorary
Membership as defined by the Board.
A.
Family Membership in the Association shall be entitled:
1.
To receive all newsletters and other communications and
services rendered by the Association.
2.
To attend all meetings of the members of the Association.
3.
To vote on all matters appropriately before the membership of
the Association.
B.
Honorary Membership in the Association may be conferred upon
any individual by a majority vote of the Board. Honorary members shall not be required to pay dues.
Such a member is entitled to the same privileges as an active
member, except for holding office.
Section
4. Dues
Annual dues are established by the Board, and are due and
payable on or before the member’s anniversary date.
The
Executive Board, herein known as “the Board”, shall consist of the
officers of the Association, three trustees, and the immediate
past-president. The three
trustees shall be elected for staggered terms of three years and shall
be eligible to succeed themselves for one additional term.
Elections of trustees shall be in the same manner as prescribed
below for officers. The immediate past president shall serve a two
year term. The newly
elected Board members shall take office on the first day of the
calendar year after the end of the annual meeting of the Association
at which elected. All
members of the Association eligible to vote shall be eligible for
election as a trustee.
SECTION
2. POWERS
Subject
to the provisions of the laws of this state and any limitations in the
Articles of Incorporation and these Bylaws relating to action required
or permitted to be taken or approved by the members, if any, of this
Association, the activities and affairs of this Association shall be
conducted and all corporate powers shall be exercised by or under the
direction of the Board.
SECTION
3. DUTIES
It
shall be the duty of the Board to:
a)
Perform any and all duties imposed on them collectively or
individually by law, by the Articles of Incorporation, or by
these Bylaws;
b)
Appoint and remove, employ and discharge, and, except as
otherwise provided in these Bylaws, prescribe the duties and
fix the compensation, if any, of all officers, agents and employees of
the Association;
c)
Supervise all officers, agents and employees of the Association
to assure that their duties are performed properly;
d)
Meet at such times and places as required by these Bylaws;
e)
Register their addresses with the Secretary of the Association,
and notices of meetings mailed or telegraphed to them at such
addresses shall be valid notices thereof.
SECTION
4. COMPENSATION
Board
members shall serve without compensation except that a reasonable fee
may be paid to them for attending regular and special meetings of the
board. In addition, they
shall be allowed reasonable advancement or reimbursement of expenses
incurred in the performance of their duties.
SECTION
5. MEETINGS
Meetings
of the Board shall be held at the time and place of the Annual
Association Convention and/or at such
time, place, and in such reasonable format as the president may
designate. Robert’s
Rules of Order shall govern all deliberations when not in conflict
with these bylaws.
Special
meetings of the Board may be called by the President, the
Vice-President, the Secretary, by any two directors, or, if different,
by the persons specifically authorized under the laws of this state to
call special meetings of the board.
Such meetings shall be held at the principal office of the
Association or, if different, at the place designated by the person or
persons calling the special meeting.
Unless
otherwise provided by the Articles of Incorporation, these Bylaws, or
provisions of law, the following provisions shall govern the giving of
notice for meetings of the Board:
(a)
Regular Meetings. No
notice need be given of any regular meeting of the Board.
(b)
Special Meetings. At
least one-week prior notice shall be given by the Secretary of the
Association to each director of each special meeting of the board.
Such notice may be oral or written, may be given personally, by
first class mail, by telephone, or by facsimile machine, and shall
state the place, date and time of the meeting and the matters proposed
to be acted upon at the meeting.
In the case of facsimile notification, the director to be
contacted shall acknowledge personal receipt of the facsimile notice
by a return message or telephone call within twenty-four hours of the
first facsimile transmission.
(c)
Waiver of Notice. Whenever any notice of a meeting is required to be
given to any director of this Association under provisions of the
Articles of Incorporation, these Bylaws, or the law of this state, a
waiver of notice in writing signed by the director, whether before or
after the time of the meeting, shall be equivalent to the giving of
such notice.
SECTION
8. QUORUM FOR MEETINGS
A
majority of the Board shall constitute a quorum for the transaction of
business. Except as
otherwise provided under the Articles of Incorporation, these Bylaws,
or provisions of law, no business shall be considered by the board at
any meeting at which the required quorum is not present, and the only
motion which the Chair shall entertain at such meeting is a motion to
adjourn.
SECTION
9. MAJORITY ACTION AS
BOARD ACTION
Every
act or decision done or made by a majority of the Board members
present at a meeting duly held at which a quorum is present is the act
of the Board, unless the Articles of Incorporation, these Bylaws, or
provisions of law require a greater percentage or different voting
rules for approval of a matter by the board.
Meetings
of the Board shall be presided over by the President of the
Association or, in his or her absence, by the Vice President of the
Association or, in the absence of each of these persons, by a
Chairperson chosen by a majority of the directors present at the
meeting. The Secretary of
the Association shall act as secretary of all meetings of the board,
provided that, in his or her absence, the presiding officer shall
appoint another person to act as Secretary of the Meeting.
Meetings
shall be governed by Robert’s Rules of Order, insofar as such rules
are not inconsistent with or in conflict with the Articles of
Incorporation, these Bylaws, or with provisions of law.
Vacancies
on the Board shall exist (1) on the death, resignation or removal of
any board member, and (2) whenever the number of authorized board
members is increased.
Any
board member may resign effective upon giving written notice to the
Chairperson of the Board, the President, the Secretary, or the Board,
unless the notice specifies a later time for the effectiveness of such
resignation. No board member may resign if the Association would
then be left without a duly elected officer or officers in charge of
its affairs, except upon notice to the Office of the Attorney General
or other appropriate agency of this state.
Any
trustee, member of a committee, or officer may be removed from office,
with or without cause, as permitted by and in accordance with the laws
of this state.
Unless
otherwise prohibited by the Articles of Incorporation, these Bylaws or
provisions of law, vacancies on the Board may be filled by approval of
the Board. If the number
of Board members then in office is less than a quorum, a vacancy on
the board may be filled by approval of a majority of the Board members
then in office or by a sole remaining officer.
A person elected to fill a vacancy on the board shall hold
office until the next election of the Board or until his or her death,
resignation or removal from office.
SECTION
12. NONLIABILITY OF
DIRECTORS
The
Board shall not be personally liable for the debts, liabilities, or
other obligations of the Association.
SECTION
13. INDEMNIFICATION BY
ASSOCIATION OF TRUSTEES AND OFFICERS
The
trustees and officers of the Association shall be indemnified by the
Association to the fullest extent permissible under the laws of this
state.
Except
as may be otherwise provided under provisions of law, the Board may
adopt a resolution authorizing the purchase and maintenance of
insurance on behalf of any agent of the Association (including a
trustee, officer, employee or other agent of the Association) against
liabilities asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such, whether or not the
Association would have the power to indemnify the agent against such
liability under the Articles of Incorporation, these Bylaws or
provisions of law.
The
Officers of the Association shall be a President, a Vice President, a
Secretary, and a Treasurer. The
Association may also have a Chairperson of the Board, one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers, and other
such officers with such titles as may be determined from time to time
by the Board.
SECTION
2. QUALIFICATIONS
Only
members of the Association eligible to vote shall be eligible to be an
officer of this Association.
SECTION
3. ELECTION AND TERM OF
OFFICE
Officers
shall be elective officers and shall be elected for coterminous terms
of two years. The
President, Vice President, Secretary, and Treasurer shall be eligible
to succeed themselves, and each officer shall hold office until he or
she resigns, is removed, or is otherwise disqualified to serve, or
until his or her successor shall be elected and qualified, whichever
occurs first. Officers
and the immediate past president shall also serve as Trustees of the
Association.
The President shall appoint a Nominating Committee which shall
prepare a slate of proposed officers in sufficient time to permit
publishing of same in the May issue of the Pot
and Puma preceding the reunion at which the election is to be
held. A ballot shall be
enclosed with each copy of the Pot and Puma sent to a member of FFCA. Such ballots shall contain the names of the
person(s) nominated for each position and a blank space for each to
enable write-in votes. Said
ballots must be mailed in a sealed envelope within another envelope to
the Secretary in sufficient time to arrive not later than the day
preceding the start of the reunion.
Each family shall be entitled only one ballot.
The ballots shall be counted by tellers, not to exceed three
(3), appointed by the President.
The tellers will place the results of the election in a sealed
envelope, and given to the president to read at the annual business
meeting.
SECTION
4. REMOVAL AND
RESIGNATION
Any
officer may be removed, either with or without cause, by the Board, at
any time. Any officer may
resign at any time by giving written notice to the Board or to the
President or Secretary of the Association.
Any such resignation shall take effect at the date of receipt
of such notice or at any later date specified therein, and, unless
otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
The above provisions of this Section shall be superseded by any
conflicting terms of a contract which has been approved or ratified by
the Board relating to the employment of any officer of the
Association.
SECTION
5. VACANCIES
Any
vacancy caused by the death, resignation, removal, disqualification,
or otherwise, of any officer shall be filled by the Board.
In the event of a vacancy in any office other than that of
President, such vacancy may be filled temporarily by appointment by
the President until such time as the Board shall fill the vacancy.
Vacancies occurring in offices of officers appointed at the
discretion of the board may or may not be filled as the board shall
determine.
SECTION
6. DUTIES OF PRESIDENT
The
President shall be the primary officer, shall be responsible for the
administration and management of the Association and shall direct all
the activities, affairs and functions thereof.
The President shall preside at all meetings of the members and
shall have the power to call special meetings of the members and of
the Board for any purpose. The
President shall be a member ex-officio of all committees and as such,
shall cast the deciding vote on any question in which there is a tie
vote. The President shall
be the official custodian of the Charter of the Corporation and Bylaws
of the Association. The
funds, books, vouchers in the President’s hands shall at all times
be subject to verification and inspection of the Board.
The President shall make and sign contracts and agreements in
the name of and in behalf of the Association.
Any duties of the Secretary and Treasurer, under authority of
the Board, may be performed by the President.
The President shall prepare an annual report of the
transactions and condition of the Association and devote his or her
efforts to advancing the interest of the Association. Except as otherwise expressly provided by law, by
the Articles of Incorporation, or by these Bylaws, he or she shall, in
the name of the Association, execute such deeds, mortgages, bonds,
contracts, checks, or other instruments which may from time to time be
authorized by the Board.
SECTION
7. DUTIES OF VICE
PRESIDENT
In
the absence of the President, or in the event of his or her inability
or refusal to act, the Vice President shall perform all the duties of
the President, and when so acting shall have all the powers of, and be
subject to all the restrictions on, the President. The Vice President shall have other powers and
perform such other duties as may be prescribed by law, by the Articles
of Incorporation, or by these Bylaws, or as may be prescribed by the
Board.
SECTION
8. DUTIES OF SECRETARY
The
Secretary shall:
Certify
and keep at the principal office of the Association the original, or a
copy, of these Bylaws as amended or otherwise altered to date.
Keep
at the principal office of the Association or at such other place as
the board may determine, a book of minutes of all meetings of the
directors, and, if applicable, meetings of committees of directors and
of members, recording therein the time and place of holding, whether
regular or special, how called, how notice thereof was given, the
names of those present or represented at the meeting, and the
proceedings thereof.
See
that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law.
Be
custodian of the records and of the seal of the Association and affix
the seal, as authorized by law or the provisions of these Bylaws, to
duly executed documents of the Association.
Exhibit
at all reasonable times to any director of the Association, or to his
or her agent or attorney, on request therefor, the Bylaws, and the
minutes of the proceedings of the directors of the Association.
In
general, perform all duties incident to the office of Secretary and
such other duties as may be required by law, by the Articles of
Incorporation, or by these Bylaws, or which may be assigned to him or
her from time to time by the Board.
SECTION
9. DUTIES OF TREASURER
The
Treasurer shall:
Have
charge and custody of, and be responsible for, all funds and
securities of the Association, and deposit all such funds in the name
of the Association in such banks, trust companies, or other
depositories as shall be selected by the Board.
Establish and maintain a membership record containing the name
and address of each and any members, and in the case where any
membership has been terminated, he or she shall record such fact in
the record together with the date such membership ceased.
Receive, and give receipt for, monies due and payable to the
association from any source whatsoever.
Disburse,
or cause to be disbursed, the funds of the Association as may be
directed by the Board, taking proper vouchers for such disbursements.
Keep
and maintain adequate and correct accounts of the Association's
properties and business transactions, including accounts of its
assets, liabilities, receipts, disbursements, gains and losses.
Exhibit
at all reasonable times the books of account and financial records to
any director of the Association, or to his or her agent or attorney,
on request therefor.
Render
to the President and directors, whenever requested, an account of any
or all of his or her transactions as Treasurer and of the financial
condition of the Association.
Prepare,
or cause to be prepared, and certify, or cause to be certified, the
financial statements to be included in any required reports.
In
general, perform all duties incident to the office of Treasurer and
such other duties as may be required by law, by the Articles of
Incorporation of the Association, or by these Bylaws, or which may be
assigned to him or her from time to time by the Board.
The
salaries of the officers, if any, shall be fixed from time to time by
resolution of the Board. In
all cases, any salaries received by officers of this Association shall
be reasonable and given in return for services actually rendered to or
for the Association.
The
Board may, by a majority vote of its members, designate an Executive
Committee consisting of three (3) board members and may delegate to
such committee the powers and authority of the board in the management
of the business and affairs of the Association, to the extent
permitted, and except as may otherwise be provided, by provisions of
law.
By
a majority vote of its members, the board may at any time revoke or
modify any or all of the Executive Committee authority so delegated,
increase or decrease but not below two (2) the number of the members
of the Executive Committee, and fill vacancies on the Executive
Committee from the members of the board.
The Executive Committee shall keep regular minutes of its
proceedings, cause them to be filed with the corporate records, and
report the same to the board from time to time as the board may
require.
SECTION
2. OTHER COMMITTEES
The
Association shall have such other committees as may from time to time
be designated by resolution of the Board.
These committees may consist of persons who are not also
members of the board and shall act in an advisory capacity to the
board.
Meetings
and action of committees shall be governed by, noticed, held and taken
in accordance with the provisions of these Bylaws concerning meetings
of the Board, with such changes in the context of such Bylaw
provisions as are necessary to substitute the committee and its
members for the Board and its members, except that the time for
regular and special meetings of committees may be fixed by resolution
of the Board or by the committee.
The Board may also adopt rules and regulations pertaining to
the conduct of meetings of committees to the extent that such rules
and regulations are not inconsistent with the provisions of these
Bylaws.
ARTICLE
7
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
The
Board, except as otherwise provided in these Bylaws, may by resolution
authorize any officer or agent of the Association to enter into any
contract or execute and deliver any instrument in the name of and on
behalf of the Association, and such authority may be general or
confined to specific instances. Unless
so authorized, no officer, agent, or employee shall have any power or
authority to bind the Association by any contract or engagement or to
pledge its credit or to render it liable monetarily for any purpose or
in any amount.
SECTION
2. CHECKS AND NOTES
Except
as otherwise specifically determined by resolution of the Board, or as
otherwise required by law, checks, drafts, promissory notes, orders
for the payment of money, and other evidence of indebtedness of the
Association shall be signed by the Treasurer and countersigned by the
President of the Association or his/her designate.
SECTION
3. DEPOSITS
All
funds of the Association shall be deposited from time to time to the
credit of the Association in such banks, trust companies, or other
depositories as the Board may select.
The Board may accept on behalf of the Association any contribution, gift, bequest, or devise for the nonprofit purposes of this Association.
ARTICLE
8
CORPORATE RECORDS, REPORTS AND SEAL
SECTION
1. MAINTENANCE OF
CORPORATE RECORDS
The
Association shall keep at its principal office:
(a)
Minutes of all meetings of directors, committees of the board and, if
this Association has members, of all meetings of members, indicating
the time and place of holding such meetings, whether regular or
special, how called, the notice given, and the names of those present
and the proceedings thereof;
(b)
Adequate and correct books and records of account, including accounts
of its properties and business transactions and accounts of its
assets, liabilities, receipts, disbursements, gains and losses;
(c)
A record of its members, if any, indicating their names and addresses
and, if applicable, the class of membership held by each member and
the termination date of any membership;
(d)
A copy of the Association's Articles of Incorporation and Bylaws as
amended to date, which shall be open to inspection by the members, if
any, of the Association at all reasonable times during office hours.
SECTION
2. CORPORATE SEAL
The
Board may adopt, use, and at will alter, a corporate seal.
Such seal shall be kept at the principal office of the
Association. Failure to
affix the seal to corporate instruments, however, shall not affect the
validity of any such instrument.
SECTION
3. DIRECTORS' INSPECTION
RIGHTS
Every
director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and to
inspect the physical properties of the Association and shall have such
other rights to inspect the books, records and properties of this
Association as may be required under the Articles of Incorporation,
other provisions of these Bylaws, and provisions of law.
If
this Association has any members, then each and every member shall
have the following inspection rights, for a purpose reasonably related
to such person's interest as a member:
(a)
To inspect and copy the record of all members' names, addresses and
voting rights, at reasonable times, upon written demand on the
Secretary of the Association, which demand shall state the purpose for
which the inspection rights are requested.
(b)
To obtain from the Secretary of the Association, upon written demand
on, and payment of a reasonable charge to, the Secretary of the
Association, a list of the names, addresses and voting rights of those
members entitled to vote for the election of directors as of the most
recent record date for which the list has been compiled or as of the
date specified by the member subsequent to the date of demand.
The demand shall state the purpose for which the list is
requested. The membership
list shall be made within a reasonable time after the demand is
received by the Secretary of the Association or after the date
specified therein as of which the list is to be compiled.
(c)
To inspect at any reasonable time the books, records, or minutes of
proceedings of the members or of the board or committees of the board,
upon written demand on the Secretary of the Association by the member,
for a purpose reasonably related to such person's interests as a
member.
Members
shall have such other rights to inspect the books, records and
properties of this Association as may be required under the Articles
of Incorporation, other provisions of these Bylaws, and provisions of
law.
SECTION
5. RIGHT TO COPY AND MAKE
EXTRACTS
Any
inspection under the provisions of this Article may be made in person
or by agent or attorney and the right to inspection shall include the
right to copy and make extracts.
The
board shall cause any annual or periodic report required under law to
be prepared and delivered to an office of this state or to the
members, if any, of this Association, to be so prepared and delivered
within the time limits set by law.
ARTICLE
9
IRC 501(c)(7) TAX
EXEMPTION PROVISIONS
No
substantial part of the activities of this Association shall be the
carrying on of propaganda, or otherwise attempting to influence
legislation [except as otherwise provided by Section 501(h) of the
Internal Revenue Code], and this Association 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 provisions of these Bylaws, this Association shall not carry
on any activities not permitted to be carried on (a) by a Association
exempt from federal income tax under Section 501(c)(7) of the Internal
Revenue Code, or (b) by a Association, contributions to which are
deductible under Section 170(c)(2) of the Internal Revenue Code.
SECTION
2. PROHIBITION AGAINST
PRIVATE INUREMENT
No
part of the net earnings of this Association shall inure to the
benefit of, or be distributable to, its members, directors or
trustees, officers, or other private persons, except that the
Association shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and
distributions in furtherance of the purposes of this Association.
SECTION
3. DISTRIBUTION OF ASSETS
Upon
the dissolution of this Association, its assets remaining after
payment, or provision for payment, of all debts and liabilities of
this Association shall be distributed for one or more exempt purposes
within the meaning of Section 510(c)(3) of the Internal Revenue Code
or shall be distributed to the federal government, or to a state or
local government, for a public purpose. Such distribution shall be
made in accordance with all applicable provisions of the laws of this
state.
SECTION
4. PRIVATE FOUNDATION
REQUIREMENTS AND RESTRICTIONS
In any taxable year in which this Association is a private foundation as described in Section 509(a) of the Internal Revenue Code, the Association 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the Association to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
ARTICLE
10
AMENDMENT OF BYLAWS
SECTION
1. AMENDMENT
These
Bylaws may be altered, amended, or repealed and new Bylaws adopted by
approval of the Board.
ARTICLE
11
CONSTRUCTION AND TERMS
If
there is any conflict between the provisions of these Bylaws and the
Articles of Incorporation of this Association, the provisions of the
Articles of Incorporation shall govern.
Should
any of the provisions or portions of these Bylaws be held
unenforceable or invalid for any reason, the remaining provisions and
portions of these Bylaws shall be unaffected by such holding.
All
references in these Bylaws to the Articles of Incorporation shall be
to the Articles of Incorporation, Articles of Organization,
Certificate of Incorporation, Organizational Charter, Corporate
Charter, or other founding document of this Association filed with an
office of this state and used to establish the legal existence of this
Association.
All
references in these Bylaws to a section or sections of the Internal
Revenue Code shall be to such sections of the Internal Revenue Code of
1986 as amended from time to time, or to corresponding provisions of
any future federal tax code.
ADOPTION
OF BYLAWS
We,
the undersigned, are all of the initial directors or incorporators of
this Association, and we consent to, and hereby do, adopt the
foregoing Bylaws, consisting of the eleven (11) preceding pages, as
the Bylaws of this Association.
Dated:
September, 1995
Raymond
F. Stoll, FFCA President
Samuel
A. "Pat" Warner, FFCA Vice President
Donna
Frank, FFCA Secretary
Nancy
L. Littrell, FFCA Treasurer
Thomas G. Grogg, FFCA Trustee
Updated 05/16/2003
By Nancy L. Littrell
Email: ffca4nancy@aol.com
Copyright
© 1995-2001 Frankoma Family Collectors Association