Articles of Amendment and Restatement of the Articles of Incorporation


Northern Arizona Organic Beekeepers Association

LEGAL NO. 5149
ARTICLES OF AMENDMENT AND RESTATEMENT OF THE ARTICLES
OF INCORPORATION OF NORTHERN ARIZONA ORGANIC
BEEKEEPERS ASSOCIATION AN ARIZONA NONPROFIT
CORPORATION
1. The name of the corporation is NORTHERN ARIZONA ORGANIC
BEEKEEPERS ASSOCIATION. 2. The Articles of Incorporation of the
Corporation are amended in their entirety as set forth in Exhibit A attached hereto
and by this reference made a part hereof. 3. The date of the adoption of this
amendment was March 27, 2017. 4. The Corporation has no members or other
persons entitled to vote on or approve this amendment and the amendment set
forth above was duly adopted by act of the Board of Directors of the Corporation.
DATED: March 27, 2017. NORTHERN ARIZONA ORGANIC BEEKEEPERS
ASSOCIATION, an Arizona nonprofit corporation By: /s/ Patrick Pynes,
Chairman of the Board Exhibit A AMENDED AND RESTATED ARTICLES OF
INCORPORATION OF NORTHERN ARIZONA ORGANIC BEEKEEPERS
ASSOCIATION (AN ARIZONA NONPROFIT CORPORATION) I. Name. The
name of the corporation is NORTHERN ARIZONA ORGANIC BEEKEEPERS
ASSOCIATION (the “Corporation”). II. Initial Incorporator. The name and
address of the initial incorporator are: Patrick Pynes, 4515 N Mountain Meadow
Dr, Flagstaff AZ 86004. III. Known Place of Business/Statutory Agent. The
known place of business for the Corporation and the name and address of the
Corporation’s agent for service of process are: Sharon Lee Harris, 4515 N
Mountain Meadow Dr, Flagstaff AZ 86004. IV. Purpose and Character of Initial
Affairs. This Corporation is organized exclusively for charitable, educational, and
scientific purposes within the meaning of Section 501(c)(3) of the Internal
Revenue Code of 1986 (or the corresponding provisions of any future United
States Internal Revenue law) (the “Code”) and its regulations (as they now exist
or may hereafter be amended) (the “Treasury Regulations”). The character of
affairs which the Corporation intends to conduct is to work with volunteer organic
beekeepers and honeybee enthusiasts to enhance the health and well-being of the
honeybee in Northern Arizona. V. Membership. The Corporation will not have
members. VI. Board of Directors. The initial Board of Directors shall consist of
five (5) directors. The names and addresses of those persons who shall serve as
directors until new directors are designated and/or elected, or for such other
period as may be specified in the Bylaws are: Sharon Lee Harris 4515 N
Mountain Meadow Dr Flagstaff, AZ 86004 Ken Miller 4675 E Karen Way
Rimrock, AZ 86335 Patrick Pynes 4515 N Mountain Meadow Dr Flagstaff, AZ
86004 Jane Whitmire 507 Pheasant Run Circle Camp Verde, AZ 86322 Marshall
Whitmire 507 Pheasant Run Circle Camp Verde, AZ 86322 VII. Limitation on
Director Liability. To the fullest extent that the law of the State of Arizona, as it
now exists or as it may hereafter be amended, permits the elimination of or
limitation on the liability of directors, no director of the Corporation shall be
liable for monetary damages for any action taken or for any failure to take any
action. Any repeal or modification of this Article shall be prospective only and
shall not adversely affect any limitation on the personal liability of a director of
the Corporation existing at the time of such repeal or modification. For purposes
of this Article VII, “director” includes a person who serves on a board or council
of the Corporation in an advisory capacity. VIII. Exempt Organization. This
Corporation is organized not for pecuniary profit and it shall not have the power
or authority to issue shares of stock or declare or pay dividends. No part of the net
earnings or assets of the Corporation shall inure to the benefit of, or be
distributable to, its directors, 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 these Articles of Incorporation. 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 distributing of statements), any political
campaign on behalf of (or in opposition to) any candidate for public office.
Notwithstanding any other provision of these Articles, the Corporation shall not
conduct or carry on any activities not permitted to be conducted or carried on (a)
by an organization exempt under Code Section 501(c)(3) and the corresponding
Treasury Regulations, or (b) an organization, contributions to which are
deductible under Code Section 170(c)(2) and the corresponding Treasury
Regulations. IX. Private Foundation. Notwithstanding any other provision of these
articles, if the Corporation is or becomes a private foundation, as defined in Code
Section 509, then, while it is a private foundation, the Corporation: (a) shall not
engage in any act of self-dealing as defined in Code Section 4941(d); (b) shall
distribute its income for each taxable year at such time and in such manner as not
to become subject to the tax on undistributed income imposed by Code Section
4942; (c) shall not retain any excess business holdings as defined in Code Section
4943(c); (d) shall not make any investments in such manner as to subject it to tax
under Code Section 4944; and (e) shall not make any taxable expenditures as
defined in Code Section 4945(d). X. Distribution of Assets. Upon dissolution of
the Corporation, the Board of Directors shall, after paying or making provisions
for the payment of all the liabilities of the Corporation, dispose of all 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
charitable, educational, religious, or scientific purposes as shall at the time qualify
as an exempt organization or organizations under Code Section 501(c)(3) as the
Board of Directors shall determine. Any such assets not so disposed of shall be
disposed of by a court having proper 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. XI. Indemnification. The
Corporation shall indemnify any person made a party to a proceeding by reason of
the fact he or she is or was an officer or director of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity. The Corporation shall pay for or reimburse
the expenses incurred by any such director or officer who is made a party to such
a proceeding in advance of final disposition of the proceeding. Such
indemnification and advancement of expenses shall be mandatory in all
circumstances in which indemnification or advancement of expenses, as the case
may be, is permitted by law; provided, however, that except with respect to
proceedings to enforce rights to such indemnification and advancement of
expenses, the Corporation will indemnify any such indemnitee in connection with
a proceeding (or part thereof) initiated by such indemnitee only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and advancement of expenses to
employees and agents of the Corporation, as permitted by law. The Corporation
shall provide for indemnification in accordance with this Article XI and Section
10-3850 et seq. of the Arizona Revised Statutes and to the fullest extent that
Arizona law permits.
4/19, 4/26, 5/3/17
CNS-2998230#
To be published in the Lake Powell Chronicle on April 19, 26, May 3, 2017.
Legal No. 5149