RESTATED ARTICLES OF ASSOCIATION
ALANO CLUB OF ST. JOSEPH, MISSOURI, INC.
July 31, 2015
KNOW ALL MEN BY THESE PRESENT, that we, the undersigned, for the purpose of forming a corporation under the laws of Missouri relating to benevolent, religious, scientific, educational and miscellaneous associations under Chapter 352, RSMo, in connection with others, have entered into the following agreement:
Section 1: Name. The name of the corporation shall be Alano Club of St. Joseph, Missouri, Inc.
Section 2: Location. The location of this corporation shall be in the City of St. Joseph, County of Buchanan, State of Missouri.
- Purposes. The general purposes and objectives of this corporation shall be to provide meeting rooms, education, spiritual help and training, social activity, and such other assistance as may be lawfully provided for those in the City of St. Joseph and surrounding areas, who suffer from substance abuse or other forms of addiction, or other maladies as defined in the Bylaws, either directly or indirectly, to give aid and assistance in case of need, and to otherwise promote the physical, intellectual, social and spiritual welfare in accordance with accepted practices and programs.
- Property. The corporation may acquire and hold, rent, or lease in its own name such real estate and buildings as may be required to provide a proper meeting place or center of activity in carrying out the recovery programs, and may execute all contracts, deeds, deeds of trust, notes, mortgages, leases, and other instruments necessary or incidental to the obtaining and maintaining of such facilities, or sale of any of its assets, whether real, personal or mixed, or whole or in part.
- Volunteers. The corporation shall strive to recruit and promote volunteers from its members and the larger public health community to help carry out the purposes and mission of this corporation
- Employees. The corporation may employ any and all other purposes necessary to the operation of its business when volunteers are not feasible.
- Who may sign documents. All legal documents shall be signed on behalf of the corporation by its President or Vice-President or Treasurer and attested to by its Secretary.
Section 4: Term: The term of this Corporation shall be perpetual.
Section: No Stock. This corporation shall have no capital stock or any kind, nature, or amount whatsoever.
Section 1: Organizers. The names of the persons organizing this corporation are Tome T. Byrne, R. F. Collins, Lon Miller, A. H. Bottorff, Monte U. Norton, Everett Euler, Ed Johnson, Owen Henson, Robert W. Andres, Ernest Baker, and George Fanning.
Section 2: Membership: The membership shall be composed of persons residing in the City of St. Joseph, Buchanan County, Missouri, or other counties in the area who have applied for membership in accordance with the Bylaws of this corporation, and who have voluntarily offered their services to assist in carrying out of the purposes and objectives of this corporation.
Section 3: Resignation. Any member of this corporation may at any time resign by delivering a written resignation to the person in charge of the business office of this corporation or to any officer of this corporation.
(a)Dues. Membership dues shall be set by the Board of Directors as described in the bylaws. Membership is not required to participate in recovery programs. Membership is required to set on the Board of Directors, as defined in the bylaws. Membership is required to vote at the annual meeting and other specially called meetings, as defined in the bylaws. No promised contribution or pledge shall have any binding or legal effect on any member who may make such pledge and any such pledge shall be considered only a moral obligation.
(b) Compensation. No compensation shall be paid by the corporation to any member for any services rendered in carrying out the primary purposes and objects of this corporation, unless a member shall be designated by the Board of Directors as a paid secretary or custodian of its properties, or who shall devote his or her full time to the business affairs of the corporation.
(c) Negation of pecuniary gain. This corporation is not organized for a pecuniary profit. It shall not have any power to issue certificates of stock or declare dividends, and no part of its net earnings shall inure to the benefit of any member, director, or individual; provided, however, that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the corporation in carrying out its purposes. The balance, if any, of all money received by the corporation from its operations and charitable donations, after the payment in full of all debts and obligations of the corporation of whatever kind or nature, shall be used and distributed exclusively for religious, charitable and educational purposes, this shall include but is not limited to the endowment of an Alano Foundation formed to hold money in trust for future Alano obligations.
Section 5: Dissolution. Upon dissolution of the corporation, the assets shall be distributed to a similar not-for-profit corporation or organization if it then qualifies for exemption under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law), to be selected by a majority vote of the membership. Otherwise, the assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future United States Internal Revenue Law, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of competent 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 for such purposes.
Section 6: Prohibition against specified activities. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
Section 7: Who may vote. Only members in good standing, as defined in the Bylaws, shall be entitled to vote at the annual meeting to elect the Board, or any special membership meeting called as defined in the Bylaws. Only duly elected members of the Board of Directors shall vote at Board meetings. The Board, as the governing body, votes on all questions affecting the business, organization, operation and policies of this corporation.
Section 1: Officers. The officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer. The officers shall be elected by the Board of Directors at the annual meeting, as defined by the Bylaws, and shall hold office for a not less than one year, as defined by the bylaws, or until their successors are elected and qualify. If an acting officer, corresponding secretary, parliamentarian, or historian is desired, he, she or they may be appointed by the President, subject to approval by the Board.
Section 2: Board of Directors. The Board of Directors shall consist of not less than five (5) and not more than twenty-one (21) members. Directors shall be elected at the annual meeting and shall hold office for a period defined by the Bylaws, or until their successors are elected and qualify.
Section 3: Duties. To the extent not contrary to these Articles of Association, the duties of the officers and directors shall be set out in the Bylaws of the corporation.
Section 4. Initial Officers and Directors. The initial officers and directors of the corporation who shall serve until the annual meeting on the first Thursday in January, 1949, are:
Tom T. Byrne, President
- F. Collins, Vice-President
Lon Miller, Secretary
A.H. Bottoroff, Treasurer
Monte U. Norton
Robert W. Andres
(b) Forfeiture of Office. If any officer or director shall, during his or her term of office, die, resign, become incapacitated, neglect or refuse to perform the duties of his or her office, then in any one or more of such events, his or her office shall be subject to removal at the discretion of the Board as defined in the Bylaws. Said vacancy shall be filled in accordance with the Bylaws.
Section 5. Annual Meeting. At the annual meeting of the corporation, the Board of Directors of the corporation for the following year shall be elected by a majority vote of the members in good standing who are present and voting as defined in the Bylaws. No member shall be permitted to vote by proxy.
Section 6: Executive Committee. The Bylaws may provide for an executive committee and its power and duties shall be defined by the Board of Directors.
Section 7: Special Meetings. Special meetings of the members of the corporation may be held at any time or place in the City of St. Joseph, Missouri, or at such other time and place to which the meeting may be adjourned.
Section 1: Annual Meeting. The annual meeting of the corporation shall be held on the second Sunday or January in each year in the City of St. Joseph, Missouri, or at such other time and place to which the meeting may be adjourned.
Section 2: First Meeting of Board of Directors. The first meeting of the Board of Directors shall be held immediately following the annual meeting each year, and shall organize by electing the officers for the following year.
Section 1: Amendments to Bylaws. The Bylaws of this corporation may be amended by a two-thirds (2/3) majority of the members at a meeting called for that purpose, as defined by the Bylaws.
Section 1: Amendments to the Articles of Association. These Articles of Association may be amended by a two-thirds (2/3) majority of the members at a special meeting called for that purpose, as defined by the Bylaws, and in compliance with Section 352.070, RSMo, as amended from time to time. A quorum shall be defined by the Bylaws.