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Articles of Incorporation
The National Congress of Old West Shootists, Inc.
Stephanie Glenn, the undersigned, acting as incorporator of a corporation
organized under the Iowa Non-Profit Corporation Act, Chapter 504A, 1991 Code of
Iowa, adopt the following Articles of Incorporation for said corporation.
ARTICLE I.
Section 1.01. The name of the corporation is National Congress of Old West
Shootists.
ARTICLE II.
Section 2.01. The corporation was founded 5 February 1994. The corporation
shall have perpetual duration.
ARTICLE III.
Section 3.01. The principal place of business shall be Cedar Falls, Black Hawk
County, Iowa, with the
mailing address of 6820 University Ave. PMB 234, Cedar Falls, Iowa 50613. The registered office
shall be Nyemaster, Goode, West, Hansell & O'Brien, 700 Walnut Suite 1600,
Des Moines, IA 50309-3899. The registered agent shall
be Stephanie Glenn Techau, Nyemaster, Goode, West, Hansell & O'Brien, 700
Walnut Suite 1600, Des Moines, IA 50309-3899
ARTICLE IV.
Section 4.01. The corporation is organized as a social club for pleasure and
recreational purposes within
the meaning of Section 501 (c)(7) of the Internal Revenue Code, as amended, and
will carry on the following
activities in furtherance of said recreational purposes.
Section 4.02. The purposes for which this corporation is formed are purely
social and recreational to
benefit the general welfare of its members and the general public, and not for
financial gain, and no financial gain
shall accrue to any member of this corporation, nor to any other person or
institution in the conduct of the same,
but any receipts of this corporation shall be applied to carry out the purposes
of this corporation as the Board of
Directors may deem wise and in order, providing that said distribution is to an
organization which qualifies as an
exempt organization under Section 501 (c)(7) of the Internal Revenue Code of
1954 for the corresponding
provision of any future United States Internal Revenue Law). This corporation's
initial work shall be to charter
social clubs with the purposes of: (1) promoting safe Western action shooting
including the re-enactment and
promotion of the historical Old West heritage of the United States in all its
ethnic, social and occupational
diversity; (2) to encourage and foster the development of those characteristics
of honesty, good fellowship, self-
discipline, good team play and self-reliance which are the essentials of good
sportsmanship and the foundation of
true patriotism; (3) to encourage historical research; (4) to support National
Congress of Old West Shootist
activities conducted by charter clubs; (5) to actively promote a positive image
of the safe and responsible aspects of
legal firearms use and ownership; and (6) to provide educational opportunities
regarding both historical re-
enactment and the safe and reasonable use of legal firearms.
Section 4.02a. The Corporation shall provide funds for the purpose of aiding the
Charter Clubs in
obtaining liability insurance coverage as outlined in the By-Laws. (Passed 18
February, 2000)
Section 4.03. No part of the net earnings of the corporation shall inure to the
benefit of or be distributable
to its members, trustee, 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 in the
furtherance of the purposes set forth in this Article. Notwithstanding any other
provisions of these Articles, the
corporation shall not carry on any activities not permitted to be carried on (1)
by a corporation exempt from
Federal income tax under Section 501 (c)(7) of the Internal Revenue Code of 1954
(or the corresponding provision
of any future United States Internal Revenue Law); or (2) by a corporation,
contributions to which are deductible
under Section 170 (c)(2) of the Internal Revenue Code of 1954 (or corresponding
provision of any future United
States Internal Revenue law).
Section 4.04. The corporation shall distribute its income for each taxable year
at such time and in such
manner as not to subject it to tax under Section 4942 of the Internal Revenue
Code of 1954, as amended, and the
corporation shall not:
a. Engage in any act of self dealing as defined in Section 4941(d) of the Code,
or corresponding
provision of any subsequent Federal Tax laws;
b. Retain any excess business holdings as defined in Section 4943(c) of the
Internal Revenue Code,
or corresponding provision of any subsequent Federal Tax laws;
c. Make any investments in such manner as to subject the corporation to tax
under Section 4944 of
the Internal Revenue Code, or corresponding of any subsequent Federal Tax laws;
d. Make any taxable expenditures as defined in Section 4945(d) of the Internal
Revenue Code, or
corresponding provision of any subsequent Federal Tax laws.
Section 4.05. Upon the dissolution of the corporation, the Board of Directors
shall, after paying or making
provision for the payment of all liabilities of the corporation, dispose of all
of the assets of the corporation
exclusively for the purposes of the corporation in such manner or to such
organization or organizations organized
and operated exclusively for recreational, charitable, educational, religious,
or scientific purposes as shall at the
time qualify as exempt organization or organizations under Section 501 (c)(7) of
the Internal Revenue Code of
1954 (or corresponding provision of any future United States Internal Revenue
law), as the Board of Directors shall
determine. Any such assets not so disposed or shall be disposed of by the Iowa
District Court of the county in
which the principal office of the corporation is then located, or to such
organization or organizations as the Board
of Directors shall determine which are organized and operated exclusively for
such purposes.
ARTICLE V.
Section 5.01. The business of the corporation shall be conducted by a Board
of Directors called a
Territorial Congress consisting of no fewer than fifteen (15) full members,
called Territorial Senators, the exact
number to be determined from time to time by the members of the corporation, and
any number of Territorial
Representatives. The Territorial Senators shall be elected from the membership
at large. Territorial Representatives
shall be elected by the Charter Clubs (Posses), each Charter Club (Posse) being
entitled to elect one Territorial
Representative. Each director shall have one vote. Each director may choose an
alternate to attend meetings in
his/her absence. The alternate shall be supplied with written authorization from
the director for whom the alternate
is substituting. (Amended by mail ballot, March, 1995) (Amended 30 July 1998)
Section 5.02. The Territorial Senators on the Board of Directors shall serve
staggered three-year terms.
For the first year only, one-third of the Board shall be selected by lot to
serve a one-year term, one-third to serve a
two-year term, and the remaining one-third to serve a three-year term.
Territorial Representatives on the Board of
Directors shall serve one-year terms. (Amended by mail ballot, March, 1995)
Section 5.03. As soon as possible after any vacancy occurs, the Board of
Directors shall, at a regular or
special meeting, elect a member to fill that vacancy.
Section 5.04. There shall be a nominating committee appointed by the Marshal
(President) not later than
thirty (30) days prior to the annual meeting, or whenever other elections are
necessary. The nominating committee
shall consist of three members, none of whom are officers. The committee shall
elect its own chairperson. Names
of candidates for the offices of Marshal, Deputy Marshal, Secretary, Banker, and
Judge may be submitted to the
nominating committee up to thirty (30) days prior to the annual meeting. The
nominating committee shall review
the names of all persons submitted for office, and other members of the
corporation, and nominate a slate of
candidates and distribute the names on said slate to all members of the
corporation with a notice of the annual
meeting. Additional nominations may be made and seconded from the floor at the
annual meeting until all
nominations shall have been formally closed. The Board of Directors (Territorial
Congress) at the annual meeting
shall elect a Marshal, a Deputy Marshal, and Secretary, a Banker, and a Judge.
Persons elected to the foregoing
offices shall also serve as directors for the corporation. (Amended 6 May,
1995.)
Section 5.05. For purposes of a Territorial Congress, a quorum shall be not less
than half of the full
number of Territorial Senators and Representatives, proxies being counted for
this purpose. All proxies must be
announced at the start of the meeting. Proxies will be for specific proposals,
and will be sent to the Marshal prior to
the Territorial Congress. For the purpose of voting, a majority--unless
otherwise specified--means a simple
majority consisting of fifty-one percent (51%) of the total votes present and
voting. Each member of the Board of
Directors shall have one vote. The affirmative vote of the majority of the
members of the Board present and voting
shall authorize any action voted upon unless otherwise provided in these
Articles. (Amended by ballot, March,
1995)(Amended 30 July 1998)
Section 5.06. Emergency Quorum. In emergency situations, the Board may act
without a regular quorum.
At such a meeting, an emergency quorum is one quarter (1/4) of the full
Territorial Congress, and an emergency
majority of three fourths (3/4) of those present. Proxies shall not be accepted
for either an emergency quorum nor
an emergency majority. The following rules shall apply:
5.06a. An emergency quorum must declare that an emergency exists before any
other vote can be taken.
All votes require an emergency majority.
5.06b. Any action taken must later be reviewed by the Congress when a regular
quorum is present.
ARTICLE VI.
Section 6.01. Regular meetings for the transaction of ordinary business shall be
held at such time and
place as may be fixed by the Territorial Congress. The Territorial Congress
shall meet on the call of the Marshal,
or may call itself into session. Regular meetings shall be announced in the
newsletter or mailing for the month
prior to the meeting.
Section 6.02. General Membership meetings may be called by petition of ten
members in good standing
stating the reason for such meeting. Notice of such meeting will be provided to
all the members at least thirty (30)
days prior to the meeting. This notice shall give the time, place, and purpose
of the meeting. There will be an
Annual Business Meeting of the Congress; notice of such meeting will be provided
to all members at least sixty
(60) days prior to the meeting.
Section 6.03. Meetings shall be held and conducted in accordance with
parliamentary procedure as
embodied in Roberts Rules of Order, Revised, which shall be the parliamentary
authority in all matters not
specified by the Articles and By-Laws of this corporation.
Section 6.04. Written minutes will be kept for all meetings, whether conducted
formally or informally.
The written minutes shall serve as the official voting record for all members of
the Territorial Congress with all
votes reported accordingly. It shall be the responsibility of the presiding
officer to insure that minutes are kept
and transmitted to the Secretary if the Secretary is not present at the meeting.
(Amended 15 February 2002)
Section 6.05. All meetings of the Territorial Congress shall be conducted
pursuant to a written agenda.
For an item to be included on the agenda it must be submitted to the Secretary
not later than 30 days prior to the
meeting. All members of the Territorial Congress shall be provided a copy of the
agenda not later than 20 days
prior to the meeting. Items not appearing on the agenda may be discussed but not
voted on unless declared an
emergency item by a 3/4 majority of those present.
ARTICLE VII
Section 7.01. The initial members of the Territorial Congress are as
follows:
Leonard Abels, RR 1, Box 235, Earlham, IA 50072
Robert Anderson, 4736 77th St., Urbandale, IA 50322
Ronald Belden, P.O. Box 3171, Eau Claire, WI 54702
James Boeke, 312 Main St., McGregor, IA 52157
David Book, Rt. 2, Box 59, Nevada, IA 50201
Michael Flaherty, 7438 Kimball Ave., Waterloo, IA 50701
George Glenn, 1809 Tremont, Cedar Falls, IA 50613
Thomas Gray, 2406 240th St., Dallas Center, IA 50063
Duane Hartwig, 2441 Garden Ave., Waverly, IA 50677
Carl Kunath, 515 Midlothian Blvd., Waterloo, IA 50701
David Redenius, 5133 So. Hudson Rd., Cedar Falls, IA 50613
Vaughn Trueman, 703 2nd Ave., Evansdale, IA 50707
Ronald Warren, 1439 E. Mitchell, Waterloo, IA 50702
David Williams, 1920 Sunnyside Dr., Cedar Falls, IA 50613
Steven Witt, 137 Lichty Blvd., Waterloo, IA 50701
ARTICLE VIII
Section 8.01. This corporation shall have no capital stock and shall issue
no capital stock.
ARTICLE IX
Section 9.01. The private property of the members of the corporation shall
not be liable for corporate debts.
ARTICLE X
Section 10.01. The Territorial Congress shall adopt Bylaws which may be
amended from time to time, all
of which may be done by a majority of the members of the Congress present and
voting. Notice of any meeting at
which it is proposed to amend the By-Laws shall be given by mailing to each
voting member, at his/her last known
post office address, at least ten (10) days prior to such meeting Such notices,
signed by the Secretary, shall set forth
the proposed amendments in substance. (Amended 30 July 1998)
ARTICLE XI
Section 11.01. Amendments to these Articles of Incorporation may be made by
a majority of the voting
members present and voting at any annual or special meeting where there is
present a quorum, i.e., not less than
ten percent of the corporate membership. Notice of any meeting at which it is
proposed to amend the Article of
Incorporation shall be given by mailing to each voting member, at his/her last
known post office address, at least
ten (10) days prior to such meeting, Such notices, signed by the Secretary,
shall set forth the proposed amendments
in substance. (Amended 30 July 1998)
ARTICLE XII
Section 12.01. The corporation shall have no seal.
ARTICLE XIII
Section 13.01. The corporation shall have the power to acquire, hold,
encumber, sell, convey, lease, lend
and otherwise own, control, manage and dispose of both real and personal
property.
Section 13.02. All deeds, mortgages and other conveyances, and all notes and
obligations shall be signed
by the Marshal, Secretary, and Banker of the corporation. (Amended 30 July 1998)
WITNESSED this 25th day or March, 1994.
______________________________
Stephanie Glenn, Incorporator
STATE OF IOWA )
)
COUNTY OF POLK )
On this 25th day of Marc
h, 1994, before me, the undersigned, a Notary Public in and for
the State of
Iowa, personally appeared Stephanie Glenn, to me personally known to be the
identical person whose name is
subscribed to and who executed the foregoing Articles of Incorporation and
acknowledged execution thereof to be
her free and voluntary act and deed.
WITNESS my hand and notarial seal at Des Moines, Iowa, the day and year first
above written.
_____________________________
Notary Public in and for said County and State
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