Amendment of CCHPC Articles

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February 3, 2012

Dear Members,

As you may know, Capital City Horse and Pony Club has had a long rich history with horses and horse lovers. We are approaching our 50th year anniversary in 2014! As this golden anniversary approaches, we cherish the memories, stories, and gifts from the past. At the same time, we need to do some updating and modernizing. Our Articles of Incorporation need some amending as they were only intended for the first 50 years of the club. At the arena grounds, we have a goal to build some very much needed modern rest rooms. These two tasks go hand in hand. We have started the process to apply for a loan from the USDA. In order to qualify for a government loan, there are some minor changes that need to be made to the articles and bylaws.

This email is to notify you that the attached documents will be up for a vote at the next meeting on Feb 13, 2012 at 15601 North 1st Street, Raymond, Nebraska at 7:00 p.m.

You must be present at the meeting in order to vote.

The documents must be approved in order to apply for the loan for the restrooms. If you wish to see the original articles and bylaws, we have them posted on the CCHPC website for your convenience.

www.capitalcityhorseandpony.com

If you have any questions or concerns please contact any of the officers. Contact information may be found on the website.

In parallel with getting a loan we will be conducting fund raising for the restrooms. If you have any ideas for this, or wish to make a contribution, please contact us. We are also putting together some history about the club and have started a "history committee" If you have any stories, news articles, old posters or other tidbits, we would love to have you share this with us.

We hope to see you at the next meeting. This is an exciting opportunity to make things better and allow the club to grow and continue into the next 50 years!

 

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RESOLUTION TO AMEND BYLAWS OF THE CORPORATION
OF
THE CAPITAL CITY HORSE AND PONY CLUB

Pursuant to Nebraska Statutes, the undersigned, Secretary of The Capital City Horse and Pony Club, a Nebraska nonprofit corporation, hereby verifies the adoption of the following resolution:

RESOLVED, that the Bylaws of the Corporation are Amended as follows effective the date signed below.

XIV. CONTRACTS, LOANS, CHECKS, DEPOSITS AND FUNDS

1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in the name of the corporation unless and until authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, note or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the President and countersigned by the Treasurer of the corporation.

4. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such bank, trust company, or other depository as the Board of Directors may select.

5. Gifts. The Board of Directors may accept on behalf of the corporation, any contribution, gift, bequest, or devise for general purposes or for any special purpose or purposes of the corporation.

XV. CONFLICT OF INTEREST POLICY

It is a conflict of interest for any employee, committee member, officer, or director of The Capital City Horse and Pony Club to obtain a direct, personal, financial, or material gain from any activity of the corporation or action before the Board of Directors. It is a conflict of interest for any employee, committee member, officer, or director of the coporation to take a paid role in any program, facility or service which receives referrals and other benefits from the operation of the association.

It is the sole responsibility of each individual employee, committee member, officer, or director of the corporation to assess whether any issue involving that individual, and/or any organization in which that individual holds an interest, will give the appearance of a conflict of interest when interpreted by other employees, committee members, officers, directors, funding sources of the corporation or the community. If such an appearance of conflict of interest exists, that individual has a duty to inform the Board of Directors whether withdrawal from discussion or any other action is appropriate, and such disclosure will be noted in the minutes of appropriate meetings.

 

No contract or other transaction between the corporation and any other corporation or association shall in any way be affected or invalidated by virtue of the fact that any of the employees, committee members, officers, or directors are or may be pecuniarily interested in or are employees, committee members, officers, or directors of such other corporation or association. If there is a pecuniary interest, conflict of interest, or the appearance of a conflict of interest, then that matter shall be disclosed in the minutes of appropriate meetings, and the Board of Directors shall determine whether the individual with the conflict or other interest should withdraw from discussion or from the meeting room. In any event, although the individual can be appropriately counted towards a quorum if a member of the Board of Directors, the individual is barred from voting on the matter or transaction.

Employees, committee members, officers, and directors must refrain from acting in any manner which would suggest the appearance of a conflict of interest including, but not limited to, the following acts:

Committee members, officers, and directors shall not disclose confidential information obtained from the corporation which may inure to the private benefit of that committee member, officer, or director, or benefit the business interests represented by that committee member, officer, or director.


______________________, 2012                    _________________________________________
Date                                                                  Jonna Sipp, Secretary

 

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AMENDED ARTICLES OF INCORPORATION
OF
THE CAPITAL CITY HORSE AND PONY CLUB

THE UNDERSIGNED natural person, being over the age of eighteen years, hereby amends the existing Articles of Incorporation effective ________________, 2012, pursuant to adoption by the Members whose approval is required, by a majority of the Members in attendance, and following notice of such amendments which were discussed at a previous meeting, and notice of such amendments were mailed or emailed to all members at least ten (10) days prior to the meeting at which the vote was taken in accordance with the Bylaws, and under and pursuant to the Nebraska Corporation Code for Nonprofit Corporations under Article 19 of Chapter 21 of the Nebraska Revised Statutes 1943, as amended and adopts the following amendments to the Articles of Incorporation:

1. Article II of the Articles shall be deleted and replaced with the following:

ARTICLE II

The registered agent of the corporation is Nancy Hula, and the registered office of the corporation is located at 15601 North 1st Street, Raymond, NE 68428.

The address of the corporation's principal office is 12900 North 14th Street, Raymond, NE 68428.

2. Article III of the Articles shall be deleted and replaced with the following:

ARTICLE III

This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

In that regard, the general purpose of promoting the social welfare of the community, the corporation's objectives are to promote, stimulate interest in, and to educate the entire families of membership in matters pertaining to horses. Points to be emphasized are: (a) care; (b) training; (c) breeding; (d) showmanship; (e) horsemanship; and (f) exhibiting. For those objectives, to buy, sell, lease, and mortgage or otherwise encumber real and personal property for the purpose of maintaining suitable membership quarters; it, however being expressly declared that this corporation is not organized for any business purpose of pecuniary gain or profit to the members or directors.

The corporation shall have and may exercise, in furtherance of its purposes, all the powers and privileges now or hereafter conferred by law upon corporations, including but not limited to acquiring, constructing, providing and operating the Capital City Horse and Pony Club and related facilities without regard to age, race, color, religion, sex, marital status, physical or mental handicap (must possess capacity to enter into a legal contract) or national origin; acquiring, improving, and operating any real or personal property or interest or rights therein or appurtenant thereto; selling, conveying, assigning, mortgaging, or leasing any real or personal property; borrowing money and executing such evidence of indebtedness and such contracts, agreements, and instruments as many be necessary therefor; and executing and delivering any mortgage, deed of trust, assignment of income, or other security insturment in connection therewith; and to do all things necessary and appropriate for carrying out and exercising the foregoing purposes, objective and powers.

3. Article VIII of the Articles shall be deleted and replaced with the following:

ARTICLE VIII

The corporation shall have perpetual existence, unless otherwise dissolved pursuant to law.

4. Article IX of the Articles shall be deleted and replaced with the following:

ARTICLE IX

The highest indebtedness of liability to which the corporation shall at any one time be subject is equal to the amount of the fair market value of the real and personal property of the corporation.

5. Article X of the Articles shall contain the following additional language:

ARTICLE X

... No director shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director. This provision shall not eliminate or limit the liability of a director to the corporation or its members for monetary damages for any breach of the director's duty of loyalty to the corporation or to its members; acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; acts specified in the Nebraska Corporation Code for Nonprofit Corporations; or any transaction from which the director derived an improper personal benefit.

6. All other terms, conditions and statements contained in the existing Articles of Incorpoation are ratified as though fully set out herein.

7. The number of outstanding memberships is ____ all of one class, with each having one vote on each amendment; the number of votes voting on the amendments is ____.

8. The total number of votes cast for and against each amendment is as follows:

AMENDMENT                      FOR                   AGAINST

Article II                           _____                  _____
Article III                          _____                  _____
Article VIII                        _____                  _____
Article IX                           _____                  _____
Article X                            _____                  _____

The number of votes cast for each amendment was sufficient for approval.

IN WITNESS WHEREOF the undersigned as President of the Board of Directors has signed these Amended Articles in duplicate this _______ day of _________, 2012.

 

__________________________________________
Jay Butterfield, President

STATE OF NEBRASKA      )
                                  ) ss.
COUNTY OF LANCASTER )

I hereby certify that on the _________ day of ______________, 2012, personally appeared before me Jay Butterfield, as President of the corporation, who being by me first duly sworn, declared and acknowledged that he was the person who signed the foregoing Amended Articles of Incorporation as his free and voluntary act for the uses and purposes therein contained are true.

Witness my hand and official seal.
My commission expires:

 

____________________________________
Notary Public

*****

 

RESOLUTION TO AMEND ARTICLES OF INCORPORATION
OF
THE CAPITAL CITY HORSE AND PONY CLUB

 

Pursuant to Nebraska Statutes, the undersigned, Secretary of The Capital City Horse and Pony Club, a Nebraska nonprofit corporation, hereby verifies the adoption of the following resolution:

RESOLVED, that the Articles of Incorporation shall be amended as attached hereto and incorporated herein by this reference, effective the date signed below.

 


____________________, 2012                _______________________________________

Date                                                Jonna Sipp, Secretary