BY-LAWS OF
GREEN COUNTRY HAMFEST, INC.
A NON-PROFIT CORPORATION OF OKLAHOMA
October 25, 1993
ARTICLE
I
OFFICES
SECTION
I
Principal
Office
SECTION
II
Registered
Office
The
corporation shall continuously maintain in the State of Oklahoma a registered
office, which may or may not be the same as the Principle Office, and may be
changed from time to time by the Board of Directors.
SECTION
III
Registered
Agent
The
corporation shall continuously maintain a registered agent whose office shall
be the same as the Registered Office and shall be on file in the office of the
Secretary of State of the State of Oklahoma.
ARTICLE
II
MEMBERSHIP
Every
person, firm, corporation, non-profit corporation, or other legal entity,
supporting the Green Country Hamfest, Inc., by donation of goods, wares,
services, merchandise, money, stocks, bonds, endowments, gifts or items of
value of any and all kinds and character, upon request shall be registered as
members of Green Country Hamfest, Inc., an Oklahoma non-profit
corporation. Such request for
membership status shall be directed to the Secretary of the corporation at the
corporation’s registered office.
Each
member of the corporation having requested membership status shall receive a
certificate of membership, annual reports of the corporation’s activities,
expenditures, newsletters, and accomplishments together with the plans of the
corporation for the ensuing year.
Membership is a privilege conferred by the corporation in appreciation
for the support of it’s members.
Memberships in the corporation are non-voting memberships, with the
exception of votes for election of officers of the Corporation.
All
natural persons, firms, corporations or other entities requesting membership in
the Green Country Hamfest, Inc., may make application by directing such request
to the Secretary at the address of the Corporation. No person shall be denied membership because of race, color,
religion, politics, minority status, sex, sexual orientation or political
beliefs.
The
Corporation’s Board of Directors if necessary may require a nominal membership
fee to be paid by applicants for membership provided the same is considered in
the best interest of the corporation to maintain it’s existence.
ARTICLE
III
BOARD
OF DIRECTORS
SECTION
I
General
Powers and Purpose
The
Board of Directors shall manage all the affairs of the corporation, in accord
with the Articles and Certificate of Incorporation and the stated purposes set
forth therein and on file with the Secretary of State of the State of Oklahoma.
SECTION
II
Number,
Tenure and Qualifications
SECTION
III
Regular
Annual Meetings
A
regular annual meeting of the Board of Directors shall be held without other
notice than this bylaw, notice of such meeting, specifying the time and place,
either within or without the State of Oklahoma, shall be provided to each
Director. The annual meeting of the
Board of Directors shall be held at 7:30 P.M. on the First Monday in the Month
of February each year.
SECTION
IV
Special
Meetings
Special
meetings of the Board of Directors may be called by or at the request of the
President or any two Directors. The
person or persons authorized to call special meetings may fix any place, either
within or without the State of Oklahoma, as the place for any such, duly
authorized Special meetings of the Board.
SECTION
V
Notice
SECTION
VI
Quorum
A
majority of the Board of Directors shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors.
SECTION
VII
Manner
of Acting
The
act of a majority of the Directors present at a meeting at which a quorum is
present shall constitute an act of the Board of Directors, unless the act of a
greater number is required by law or these by-laws.
SECTION
VIII
Vacancies
Any
vacancy occurring on the Board of Directors, and any directorship to be filled
by reason of any increase in the number of Directors, shall be elected by the
Board of Directors.
SECTION
IX
Compensation
SECTION
X
Informal
Action by Directors
Any
action required by law to be taken by the Board of Directors at a meeting, or
any action to be taken at a meeting of the Directors, may be taken without a
meeting if a consent in writing setting forth the action so taken shall be
signed by all of the Directors.
ARTICLE
IV
OFFICERS
SECTION
I
Officers
SECTION
II
Election
and Term of Office
SECTION
III
Removal
Any
officer elected or appointed by the Board of Directors may be removed by the
Board whenever, in it’s judgment, the best interests of the corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the officer so removed.
SECTION
IV
Vacancies
A
vacancy in any office because of death, resignation, disqualification or
otherwise may be filled by the Board of Directors for the unexpired portion of
the term.
SECTION
V
Duties
1. The
President may sign, with any proper officer of the corporation if so authorized
by the Board of Directors, any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors have authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated
by the Board of Directors or by these bylaws or by statute to some other officer
or agent of the corporation.
2. The
President shall perform all duties incident to the office of the President and
such other duties as may be prescribed by the Board of Directors from time to
time.
B. Vice-President
1. The
Vice-President (or, in the event there be more than one Vice-President, the
Vice-presidents in order of their election) shall perform the duties of the
President in the event of an absence or in the event of an inability or refusal
to act, and when so acting, shall have all the powers of and be subject to all
the restrictions upon the President.
2. Any
Vice-President shall perform such duties as from time to time may be assigned
by the President or Board of Directors.
C. Treasurer
1. The
Treasurer shall have charge and custody of and be responsible for all funds and
securities of the corporation, receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies, or other depositories
as shall be selected in accordance with the provisions of Article VI of these
bylaws, and, in general perform all duties incident to the office of Treasurer.
2. The
Treasurer shall perform other such duties as from time to time may be assigned
to him by the President or by the Board of Directors.
3. If
required by the Board of Directors, he shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
Board of Directors shall determine.
4. All
Assistant Treasurers shall report to the Treasurer and perform assigned duties
as are prescribed by the Board of Directors or the Treasurer.
D. Secretary
1. The
Secretary shall keep the minutes of the meetings of the Board of Directors in
one or more books provided for that purpose.
2. The
Secretary shall provide all notices in accordance with the provisions of these
bylaws or as required by law.
3. The
Secretary shall be custodian of the corporate records and of the seal of the
corporation, and affix the corporate seal to all documents requiring such, the
execution of which on behalf of the corporation under it’s seal is duly
authorized in accordance with the provisions of these bylaws.
4. The
Secretary shall perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned by the President or by the
Board of Directors.
1. Assistant
Treasurers and Assistant Secretaries, in general, shall perform such duties as
shall be assigned to them by the Treasurer or Secretary, by the President or
the Board of Directors.
2. If
required by the Board of Directors, the Assistant Treasurers shall give bonds
for the faithful discharge of their duties in such sums and with such surety or
sureties as the Board of Directors shall determine.
ARTICLE
V
COMMITTEES
SECTION
I
Committees
of the Board of Directors
1. Amending,
altering, or repealing the bylaws;
2. Electing,
appointing, or removing any director or officer of the corporation;
3. Amending
the certificate of incorporation;
4. Adopting
a plan of merger, or adopting a plan of consolidation, with another
corporation;
5. Authorizing
the sale, lease, exchange, or mortgage of all or substantially all of the property
and assets of the corporation;
6. Authorizing
the voluntary dissolution of the corporation or revoking proceedings therefore;
7. Adopting
a plan for the distribution of the assets of the corporation; or
8. Amending,
altering, or repealing any resolution of the Board of Directors.
C. The
designation and appointment of any such committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any
individual Director, of any responsibility imposed by law, or by these bylaws.
SECTION
II
Other
Committees
SECTION
III
Term
of Office
Each
member of a committee shall continue as such until the next annual meeting of
the Board of Directors or until his successor is appointed, unless the
committee shall be sooner terminated, or unless such member be removed from
such committee, or unless such member shall cease to qualify as a member
thereof.
SECTION
IV
Chairman
The
Director appointed to a committee shall be chairman. If no Director is appointed to a committee the President shall
appoint one such member as the chairman.
SECTION
V
Vacancies
Vacancies
in the membership of any committee may be filled by appointments made in the
same manner as provided in the case of the original appointments.
SECTION
VI
Quorum
A
majority of the whole committee shall constitute a quorum and the act of a
majority of the members present at a meeting at which a quorum is present shall
be the act of the committee, unless otherwise provided in the resolution of the
Board of Directors designating such committee.
SECTION
VII
Rules
Each
committee may adopt rules for it’s own government not inconsistent with these
bylaws or with rules adopted by the Board of Directors.
ARTICLE
VI
CONTRACTS,
CHECKS, DEPOSITS and FUNDS
SECTION
I
Contracts
SECTION
II
Checks
and Drafts
SECTION
III
Deposits
All
funds of the corporation be deposited from time to time to the credit of the corporation
in such banks, trust companies, or other depositories as the Board of Directors
may select.
SECTION
IV
Gifts
The
Board of Directors may accept on behalf of the corporation any contribution,
gift, bequest, or devise for the general purposes or for any special purpose of
the Green Country Hamfest, Inc., corporation.
ARTICLE
VII
BOOKS
AND RECORDS
ARTICLE
VIII
FISCAL
YEAR
The
fiscal year of the corporation shall begin on the first day of January and end
on the last day of December in each year.
ARTICLE
IX
NOTICE
Whenever
any notice is required to be given under the provisions of the Oklahoma
Non-Profit Corporation Act or under the provisions of the certificate of
incorporation or the bylaws of the corporation, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of such
notice.
ARTICLE
X
AMENDMENTS
TO BYLAWS
These
bylaws may be altered, amended, or repealed and new bylaws may be adopted by a
majority of the Directors present at any regular meeting, or at any special
meeting, if at least three (3) day’s written notice is given of an intention to
alter, amend, or repeal these bylaws or to adopt new bylaws at such meeting.
ARTICLE
XI
DISSOLUTION
In
the event of a unanimous vote of the Board of Directors to dissolve the Green
Country Hamfest, Inc., corporation, all remaining assets after satisfaction of
all obligations of the corporation shall be distributed for purposes within the
code of Internal Revenue Service Code 501(c) (3), and any amendments thereof.