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ARTICLES OF INCORPORATION
of Wasatch Fencing Association We, the undersigned natural persons all being of the age of eighteen years or more, acting as incorporators under the Utah Non-Profit Corporation and Cooperative Association Act, adopt the following Articles of Incorporation for such Corporation: Article I 1. As provided by the Articles of Incorporation, this organization shall be known as "Wasatch Fencing Association", and is sometimes referred as the "WFA". Article II 1. The period of duration of this corporation is perpetual. Article III The purposes of Wasatch Fencing Association shall be: 1. To act and operate exclusively as a nonprofit corporation pursuant to the laws of the State of Utah in combating juvenile delinquency by providing, for children and youths, regular supervised programs of wholesome athletic activity and training in the art and sport of fencing. 2. To promote the social welfare by advancing physical fitness through the establishment, maintenance and promotion of regular programs of athletic activity, physical conditioning and training in the art and sport of fencing. 3. To combat juvenile delinquency by providing, for children and youths, regular supervised programs of wholesome athletic activity and training in the art and sport of fencing. 4. To further individual self-discipline, build character and promote sportsmanship by providing regular supervised training, instruction and competition in the art and sport of fencing. 5. To aid in the improvement and development of the powers of analysis, thinking, decision-making, and self-discipline of the individual through training in the art and sport of fencing. 6. To provide programs of supervised and qualified instruction with approved and trained coaches and teachers in the art and sport of fencing. 7. To instruct the public and provide general information with respect to the art and sport of fencing and the benefits to be derived from participation therein through lectures and other programs on the subject useful to the individual and beneficial to the community. 8. To prepare individuals and teams to represent Utah in national and international competitions. 9. To encourage the art and sport of fencing in Northern Utah. 10. To engage in any and all other lawful purposes, activities and pursuits, which are substantially similar to the foregoing and which are or may hereafter be authorized by Section 501(c)(3) of the Internal Revenue Code and are consistent with those powers described in the Utah Nonprofit Corporation and Cooperation Association Act, as amended and supplemented. 11. To solicit and receive contributions, purchase, own and sell real and personal property, to make contracts, to invest corporate funds, to spend corporate funds for corporate purposes, and to engage in any activity "in furtherance of, incidental to, or connected with any of the other purposes." 12. 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 persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered to the corporation and to make payments and distributions in furtherance of the purposes set forth herein. 13. 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 any candidate for public office except as authorized under the Internal Revenue Code of 1954, as amended. 14. 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 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue law). Article IV 1. The membership of the WFA shall be established from time to time by the Board of Directors and set forth in the bylaws of the WFA. 2. WFA shall not have any stock. Article V 1. The Board of Directors shall be vested with the full powers and responsibility for the management and policies of the WFA subject to the Bylaws of the WFA. 2. The number of directors of this Corporation shall be three (3), or more than three, as fixed from time to time by the By-Laws of the Corporation. The number of directors constituting the present Board of Directors of the Corporation is three, and the names and addresses of the persons who are to serve as directors until their successors are appointed by a majority vote by the current directors: The names and addresses of the incorporators are: Article VII The address of the corporation's initial registered office shall be: 353 Market Street Such office may be changed at any time by the Board of Trustees without amendment of these Articles of Incorporation. The corporations initial registered agent at such address shall be: Ron Hendricks I hereby acknowledge and accept appointment as corporate registered agent: Ron Hendricks (Signature on File) Article VIII 1. The principal place of business of this Corporation shall be 353 Market Street, Kaysville, Utah, 84037. The business of this Corporation may be conducted in all counties of the State of Utah and in all states of the United States, and in all territories thereof, and in all foreign countries as the Board of Trustees shall determine. Article IX No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its 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 in furtherance of the purposes set forth in Article III 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 of Incorporation, 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, as amended or supplemented, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, as amended or supplemented. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended or supplemented, 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 the District Court 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, Ron Hendricks, James Neiswanger, Garry Bryant, have executed these Articles of Incorporation in duplicate this 14 day of January , 2002 and say: That they are all incorporators herein; that they have read the above and foregoing Articles of Incorporation; know the contents thereof and that the same is true to the best of their knowledge and belief, excepting as to matters herein alleged upon information and belief and as to those matters they believe to be true. Ron Hendricks (Signature on File) James Neiswanger (Signature on File) Garry Bryant (Signature on File) BY-LAWS Provisions for the regulation of the internal affairs of the corporation shall be set forth in the By-Laws. Article I 1. Classes. The membership of the WFA shall be divided into classes as established from time to time by the Board of Directors. Members of each class shall possess such rights and be subject to such regulations as the Board of Directors may determine. 2. Dues to be Fixed by Board of Directors. The schedule of annual dues of the WFA shall be as established from time to time by the Board of Directors. 3. Membership Period. The membership period shall commence on first day of August and end on the last day of July. 4. Accounting for Dues. All dues received by the WFA Office shall be accounted for by the WFA. 5. Privileges on Receipt of Dues. A new member is not admitted to membership and an old member is not in good standing until the member's dues and the WFA Office has received fees. 6. Annual Membership Meetings. The Annual Membership Meeting of the WFA shall be held on the first Thursday of each September. 7. Voting. Members of WFA have no voting rights as to the election of directors, internal affairs, operations, fees, allocation of funds or any general or specific matters of the WFA. 8. Members Do Not Share in Assets. Membership shall not entitle any member to any share in the assets of the WFA, all of which are hereby declared to be irrevocably dedicated to the charitable purposes set forth in Article III of the Articles of Incorporation. All rights and privileges of membership shall cease upon death, resignation, expulsion or failure to pay dues. Article II 1. Directors shall be of the age of majority in this state. 2. 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 corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. (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 corporation; (c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly; 4. Each director shall hold office for a period of 2 years and until his or her successor is elected and qualifies. 5. Directors shall serve without compensation. 6. Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors. 7. Regular meetings of Directors shall be held on the first Thursday of January, March, June, and October unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day. 10. 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 of directors: (b) Special Meetings. At least one week prior notice shall be given by the Secretary of the corporation 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. 11. A quorum shall consist of two-thirds of the members of the Board of Directors. 12. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, 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. 13. Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased. Any director may resign effective upon giving written notice to the Chairperson of the Board. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state. Directors 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 of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office. 13. The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. ARTICLE III 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 corporation filed with an office of this state and used to establish the legal existence of this corporation. 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 corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, as the Bylaws of this corporation. Ron Hendricks (Signature on File) James Neiswanger (Signature on File) Garry Bryant (Signature on File) |