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STATE OF LOUISIANA ARTICLES OF INCORPORATION OF PARISH OF _________________________ AMATEUR RADIO EMERGENCY SERVICES, INC. (A NON-PROFIT CORPORATION) BE IT KNOWN, that on this _____day of _____________, 199__ A.D. BEFORE ME, ______________, a Notary Public duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared before me, Notary, the Incorporators of this Corporation, who declared that availing themselves of the benefits and provisions of the Constitution and the Laws of the State of Louisiana and particularly LA R.S. 12:2 et seq., inclusive, as amended, they do by these presents, contract, agree, bind, and obligate themselves, as well as all such other persons who may hereafter join or become associated with them or their successors, into a non-profit corporation, for the objects and purposes and under the conditions, covenants, stipulations and agreements of the articles following, to-wit:
ARTICLE I The name of the corporation is and shall be: __________________________ AMATEUR RADIO EMERGENCY SERVICES, INC.
ARTICLE II The objectives and purposes of this corporation is to carry out any purpose which Non-Profit Corporations may be formed under Internal Revenue Service code 501(c)3 . The primary but not the limiting purpose of this organization is to provide for the formation and maintenance of ARES Groups (Amateur Radio Emergency Service) which exists to serve the General Public in times of disaster and/or emergency with volunteer communications utilizing Amateur Radio and RACES (Radio Amateur Civil Emergency Service) Chapters as proscribed in CFR 47 Part 97.401 et seq. to lessen burdens on Government Services when overburdened with a telecommunications emergency.
ARTICLE III The name(s) and address(es) of the incorporator(s) are: 1.________________________________________________________________________ 2.________________________________________________________________________ 3.________________________________________________________________________
ARTICLE IV No Stock shall be issued. This Corporation is established on a Non-stock basis.
ARTICLE V Only those persons holding a valid Amateur Radio Operator's License issued by the Federal Communications Commission shall be entitled to full membership subject to the provisions of the by-laws. Memberships shall be divided into (3) Three classifications:
1. ARES Membership as set forth in the Bylaws. 2. RACES Membership upon nomination and acceptance of a Amateur Radio Operator by the local RACES Officer. 3. Associate Membership as set forth in the by-laws.
Associate membership shall be bestowed upon those persons not possessing a valid Amateur Radio license as issued by the FCC.
ARTICLE VI Any corporate action of the members, including specifically but not by way of limitation, adoption of amendments to the articles, and approval thereof by a class vote, approval of merger and consolidation agreements and authorization of voluntary disposition of all or substantially all of the corporate assets, may be taken on an affirmative vote of the majority of the members present.
ARTICLE VII Cash, property or other assets of the corporation shall not inure to the benefit of any member, director, or officer of the said corporation, except that the corporation is empowered to make payments and distributions to carry out the purposes of this corporation. If should this corporation be dissolved or liquidated, then all assets shall inure to the local Parish Government, Office of Civil Defense or its equivalent or successor.
ARTICLE VIII
The First Board of Directors are: NAME ADDRESS CITY STATE TERM OF OFFICE 1._____________________________________________________________________ 2._____________________________________________________________________ 3._____________________________________________________________________
ARTICLE IX The Board of Directors has authority to make or alter the By-Laws.
ARTICLE X The First Officers are: NAME ADDRESS CITY STATE, ZIP OFFICE
1._____________________________________________________________________ 2._____________________________________________________________________ 3._____________________________________________________________________
ARTICLE XI The RACES Officer of the Parish shall serve as President Ex-officio of this corporation. In the event the RACES Officer and the Emergency Coordinator (EC) as appointed by the (ARRL) American Radio Relay League, 225 Main Street, Newington, CT 06111-1494 by its designated Louisiana Section Manager, are not the same persons, then the person so chosen as (EC) Emergency Coordinator for shall serve as first Vice-President under the said RACES Officer. If there is no Races Organization in the Parish, the EC shall serve as President Ex-officio. Said EC shall serve as the delgate to other ARES groups.
ARTICLE XII This Corporation shall not, in any manner, participate in any political campaign on behalf of any candidate for any public office or any other question to be voted upon. This corporation shall strictly obey LA R.S. 29:727 (H) as to political activity when activated as a RACES unit by any governing body.
ARTICLE XIII Special meetings of the membership may be called by the President, Vice-President or the Secretary-Treasurer or by a majority of the Board of Directors or upon the written request of the membership forming an aggregate twenty (20%) Per Cent of the total voting power of this corporation.
ARTICLE XIV The corporation shall not issue any obligations, notes or bonds.
ARTICLE XV Any director may be removed from office only by a vote of two-thirds (2/3) of the total voting power.
ARTICLE XVI The Officers of this Corporation shall also be Directors of this Corporation. This is subject to the provisions of Article XVIII and the by-laws under the terms to fix their qualifications and classifications
ARTICLE XVII The business and affairs of this Corporation shall be managed, and all the corporate powers thereof shall be vested in and exercised by Board of Directors which shall be composed of not less than three (3) persons. The number of directors may be increased or decreased within the said limits by a majority vote of the Directors. The Board of Directors shall have the authority to fix their own classifications, qualifications or terms of office and fix their compensation, subject to the power of the members to change or repeal the by-laws so made. Unless or until provided in the by-laws, the Directors shall hold office until their successors have been duly elected and qualified, and the number, qualification, terms of office, manner of election, time and places of meetings and the duties of the directors shall be as from time to time fixed by the by-laws. Any vacancy occurring on the Board of Directors shall be filled by the remaining members of the said Board for the unexpired term at any meeting of the Board of Directors. The general annual meeting of the membership for the election of Directors shall be held at the registered office of the corporation and shall take place on the First Monday in January of each year, beginning with the next year after the date of these Articles of Incorporation or the first day thereafter when such day is a legal holiday, unless or until otherwise provided by the by-laws. The failure from any cause whatsoever to hold the annual meeting of the membership or the failure to elect Directors thereat, shall not dissolve the corporation but the Directors and Officers then in office shall remain in office until their successors have been duly qualified and installed.
ARTICLE XVIII The corporation shall have and enjoy corporate existence in perpetuity, or such maximum period as may be authorized by the Laws of Louisiana unless sooner dissolved in accordance with the law.
Federal Employer Identification Number of this Corporation is:
_______________________________________. ARTICLE XX The registered office of this corporation is: ARTICLE XXI The registered agent of this corporation is: THUS DONE, PASSED and SIGNED, in multiple originals, on the date hereinabove written, in the presence of the undersigned witnesses and the Incorporators and me, Notary after due reading of the whole. WITNESSES: _________________________ __________________________ _________________________ __________________________ _____________________________ NOTARY PUBLIC AGENT'S AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE I HEREBY ACKNOWLEDGE AND ACCEPT THE APPOINTMENT OF REGISTERED AGENT FOR AND ON BEHALF OF THE ABOVE NAMED CORPORATION. _________________________________ NAME: Registered Agent Signature Sworn to and subscribed before me on this _____ day of _________, 199___. ______________________________________ Notary Public |
