Hide Article Text (OCR)
ARTICLES OF INCORPORATION OF . PAYSON POP WARNER FOOTBALL ASSOCIATION INCORPORATED KNOW ALL MEN BY THESE PRESENTS. That we, the undersigned persons, having voluntarily associated ourselves together for the purpose of forming a non-profit corpora tion under the laws of the State of Arizona, do hereby adopt the fol lowing Articles of Incorporation; ARTICLE I The name of the corporation shall be PAYSON POP WARNER FOOTBALL ASSOCIATION, INC, ARTICLE II The names, addresses, residences and post office addresses of the incorporators are as follows: Richard A, Jones, P.O. Box 207, Payson, Arizona; Richard R, Millien, P.O. Box 25, Payson, Ari zona; Lee Armstrong, P.O. Box 1283, Payson, Arizona; and Linda Tinonga, P.O. Box 1257, Payson, Arizona. ARTICLE III The principal place at which the business of the corporation is to be transacted is 1326 N, Beeline Highway, Payson, Gila County, Arizona. ARTICLE IV The purpose of this corporation shall be: (a) To inspire boys to practice the ideals of health, citizenship, scholarship, and character; to give interested boys an opportunity to participate in an organized and controlled program of tackle football; to bring area youths together by means of a common interest in sportsmanship, fair play, and fellowship; to impart within the activities elements of safety, sanity, and intelligent supervision; and to keep the welfare of each boy first, foremost and entirely free of adult ambition and personal glory (b) No part of the net earnings of this corporation shall inure to the benefit of any member, director, or officer of the corporation, or any private individual; and no member, director or officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution. (¢) Upon dissolution of the corporation, or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to charitable, religious, scientific, literary or educational organiza tons which would then qualify under the provisions of Section 501 fc) (3) of the Internal Revenue Code and Regulations applicable thereto, as they are now existing or as they may hereafter be amend ed, (d) The corporation shall have the following powers to long as they are not in conflict with the foregoing powers and purposes: (1) To fix, levy, collect and enforce payment by any lawful means, of all the charges and assessments of the Association: to pay all expenses in connection therewith and all such other costs and expenses in connection therewith and all such other costs and expenses incident to the conduct of the operation of the Association. (2) To acquire by gift, purchase or otherwise, to own, hold, im prove, build upon, operate, maintain, convey, sell, lease, trans fer, dedicate for public use or otherwise dispose of real or personal property in connection with the afffairs of the association. (3) To borrow money, to mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred; (4) To participate in mergers and consolidations with other non-profit corporations organized for the same purposes; and, (5) To have and to exercise any and all powers, rights and privileges which a corporation organized under the non-profit corporation law of the State of Arizona by law may now or here after exercise. ARTICLE V The date of the commencement of this corporation shall be the date of the filing of its rucles with the Corporation Commission of the State of Arizona, and the recordation of 4 certified copy there or in the office of the County Recorder of Gila County, Ari zona, and it shall terminate twenty-five (25) years thereafter with the privilege of renewal as provided by the laws of the State of Arizona. ARTICLE VI The corporation formed hereby is a non-profit corporation and shall have no carital stocks The conditions and regulations of membership shall be determined and fixed by the By-Laws. ARTICLE VII (A) The affairs of this corporation shall be conducted by a Board of Directors of not less than three (3), nor more than twenty-five (25) persons. (B) At a meeting held Thursday, August 1, 1974, the incorporators who shall constitute the first Board of Directors, were elected to hold office until their successors have been elected and qualified. The voting members of the corporation present at the annual meeting shall elect members of the Board of Directors as set forth in the By-Laws, on the third Thursday in January of each year commencing the year 1975, or on such other date as may be established by the By-Laws of this corporation. (C) The Board of Directors shall have authority and power to appoint an advisory board consisting of both technical members and members with broad community background to advise the Board in a non-binding manner on the operation and fulfillment of the purposes of the corporation. ARTICLE VII (a) The officers of the corporation shall consist of a President, Vice-President, Secretary, Treasurer and such other officers as the Board of Directors may elect from time to time. The officers shall be elected at the annual meeting by the Board of Directors and shall hold office for one year, or until their successors shall be elected and qualified. All vacancies that may occur in any office may be filled by the remaining directors and the person so chosen to fill a vacancy shall serve during the unexpired term of his pre decessor or until his successor is elected and qualified. (B) The Board of Directors shall have the power by a two-thirds vote of the directors present at a regular or special meeting called for that purpose, to adopt, amend and rescind By-Laws for the government of this corporation, and in such further manner and form as may be further prescribed in the By-Laws. (C) Each director and each officer of the corporation and each person who shall serve at the request of the corporation as a dir ector officer of another corporation in which the corporation owns shares of capital stock or of which it is a creditor, including in each instance, a former director or officer or any heirs, legatees, devisees and personal representatives of a deceased director or officer, shall be indemnified by the corporation against expenses (including attorney’s fees and, to the extent permitted by law, any amount paid in settlement), actually and necessarily incurred by them in connection with the defence of any action, suit or proceedings (including any appeal therein), in which they or any of them are made parties or a party by reason or by virtue of their being or having been a director or officer of the corporation or of any such other corporation, except in relation to matters as to which any such director or officer or former director or officer shall be adjudged in any such action, suit or proceeding to be liable for his or her ultra vires acts, negligence or misconduct in the performance of his or her duties as such director or officer. The foregoing right of indemnification shall not be deemed to be exclusive of any other rights to which those indemnified may be entitled as a matter of law or under any By-Laws, agreement, vote or members or otherwise, and shall be in addition to such compensation for services rendered and reimbursement for expenses incurred as shall be determined from time to time by the Board of Directors of the corporation. (D) The Board of Directors shall exercise all powers not ex pressly withheld from them by law or by these Articles of Incor poration, so long as such powers are not in conflict with any of the foregoing powers and purposes. (Sk) These Articles of Incorporation may be amended by the affirmative vote of the majority of the members of the corporation present at the regular or special meeting called for that purpose, in the manner and term prescribed in the By-Laws. ARTICLE LX The private property of the Directors and members of this cor poration shall forever be exempt from all corporate debts and liabilities. ARTICLE Thomas L. Wing, 1326 North Beeline Highway, P. O. Box 361, Payson, Arizona 85541, who has been a bona fide continuous resident of the State of Arizona for more than three (3) years last past, is hereby appointed the lawful or statutory agent of this corporation for and on behalf of said corporation, to accept and acknowledge service of all necessary processes and all purposes required by law. The Board of Directors may, at its option, revoke such appoint ment and shall have power to fill such vacancy. ARTICLE XI The highest amount of indebtedness or liability, direct or contingent, to which the corporation is at any time, to subject itself shall be one hundred thousand dollars ($100,000). ARTICLE IIIl The fiscal date of this corporation shall be the calendar year, closing on December 31, of each year. IN WITNESS WHEREOF, we have hereunto set our hands this Zath day of August, 19/4 s RICHARD A. JONES ‘s) RICHARD R. MILLIEN STATE OF ARIZONA an d/ LEE ARMSTRONG /s/ LINDA TINONGA Ss. County of Gila On this 24th day of August, 1974, before me, the undersigned Notary Public, personally appeared RICHARD A, JONES, RICHARD R. MILLIEN, LEE ARMSTRONG, and LINDA TINONGA, known to me to be the persons whose names are subscribed to the within instrument and acknowledged that they executed the same for the purpose therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal, My Commission Expires; April 19, 1977 /s/ THOMAS L. WING NOTARY PUBLIC
Newspaper Details
Payson Roundup
Payson, Arizona, US
Thu, Nov 28, 1974
Page 16
Full Page
Clipped by
Juliet S.
USA 05 Jun 2026
Other Publications Near Payson, Arizona
Payson Roundup
