ARTICLE III. POWERS
This corporation shall have all powers provided for under the Montana Non-Profit Corporation Act. Its duration shall be perpetual.
ARTICLE IV. REGISTERED OFFICE AND AGENT
The address of the initial registered office is 304 North 18th Avenue, Bozeman, Montana 59715. The name of the initial registered agent is Joseph Gutkoski.
ARTICLE V. BOARD OF DIRECTORS
The affairs of the corporation shall be managed by a Board of Directors which shall include, as Executive Officers of the corporation, the President, Secretary, and Treasurer.
ARTICLE VI. EXECUTIVE OFFICERS
The Executive Officers shall be comprised of at least a President, Secretary, and Treasurer. The Executive Officers are authorized to conduct the day-to-day internal business of the foundation on behalf of the Board of Directors during interim periods between Board of Directors meetings.
These Executive Offices shall be filled through the election by the Board of Directors of one of its members to serve in each position. Each member of the Board of Directors shall be entitled to cast one (1) vote for each office to be filled.
ARTICLE VII. NUMBER AND ELECTION OF DIRECTORS AND OFFICERS
Directors shall be elected from a slate of candidates drawn from the membership, proposed by the Board, and submitted to the members, together with such additional nominees from the membership as may be offered by members from the floor. Each member shall be entitled to cast one (1) vote for each directorship position to be filled, which vote shall not be cumulative. The terms to be served by the Directors shall be provided for in the By-Laws.
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The names
and addresses of the three (3) initial Directors are:
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Joan
Montagne
1105 S. Tracy Avenue
Bozeman, MT 59715 |
Joseph
Gutkoski
304 N. 18th Avenue
Bozeman, MT 59715 |
Richard Krawiec
R.P.O. Box 83
Gallatin Gateway, MT 59730 |
ARTICLE VIII. QUORUM OF DIRECTORS
The Directors will manage the Yellowstone Buffalo Foundation. A quorum will consist of the President, the Secretary, and the Treasurer.
The act of the majority of the Directors present at a Board meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, these Articles, or the By-Laws.
ARTICLE IX. VACANCIES AND REMOVALS
Any vacancy occurring in the Board of Directors, and any Directorship to be filled by reason of an increase in the number of Directors, shall be filled by the affirmative vote of the remaining Directors though less than a quorum of the Board of Directors.
A Director or member of this corporation may be removed or expelled from membership by a majority vote of the Board of directors, subsequent to determination of a lack of sympathy with or overt act contrary to the purposes and objectives of the corporation.
ARTICLE X. MEMBERS
This corporation shall have for its members only those individuals who, in good conscience, agree with the purposes and objectives of the organization.
ARTICLE XI. VOTING RIGHTS OF MEMBERS
Members shall be entitled to vote concerning proposed Amendments to this corporation’s By-Laws and for the election of Directors. Members shall not be entitled to vote by proxy.
Members shall have no other voting rights, except with respect to such matters as the Board of Directors may from time to time submit to the membership for their vote. Any matter which a member wishes to bring before the membership for a vote shall first be submitted to the Board of Directors for presentation to the membership, and the decision of the Board with respect to such submission shall be final.
ARTICLE XII. AMENDMENT OF ARTICLES
These Articles may be amended by a majority vote of the Board of Directors; provided, however, that written notice setting forth the proposed Amendment, or a summary of the changes to be effected thereby, shall be given each Director at lest fifteen (15) days in advance of the meeting at which such Amendment is to be offered for adoption.
ARTICLE XIII. MERGER OR CONSOLIDATION
Any plan of merger or consolidation must be adopted by at least a majority vote of the Board of Directors, who shall be the sole members of this corporation entitled to vote thereon.
ARTICLE XIV. DISSOLUTION
This corporation may be dissolved only by a majority vote of the board of Directors at a meeting specially called for that purpose.
Dissolution clause: No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization 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 the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization 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. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for the public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principle office of the organization is then located, exclusively for the purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XV. INCORPORATION
The name and address of the incorporator of this corporation is:
Joseph Gutkoski
304 North 18th Avenue
Bozeman, Montana 59715
In witness whereof, the incorporator named herein has hereunto set his hand this day of August 29, 2008
American Buffalo Foundation was formed in January 1991
in Bozeman, Montana.
The organization’s name was changed to Yellowstone Buffalo Foundation in August 2008.
