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HomeMy WebLinkAbout84- Beall Park Arts Center Lease , 1 , . . .~ ' ..'. YLAWS OF BEALL PARK ART CENTER INC. ARTICLE I MEMBERS SECTION 1. The membe rs of this Corporation shall be as follows: INDIVIDUALS, FAMILIES, AND/OR ORGANIZATIONS SECTION 2. The only voting members shall be those duly elected or appointed Directors and each shall be entitled to one vote at any official meeting of the members. EACH MEMBER MAY HAVE A VOTE SECTI ON 3. The members of the corporation, as such shall not be 1 i ab 1 e on its obligations. ARTICLE I I MEMBERSHIP MEETINGS SECTION 1. The annual meeting of the members of the corporation shall be held in Bozeman , Montana, at a pl ace and time to be designated by the Board. SECTION 2. Special meetings of the members may be held upon the call of the President, or by resolution of the Board, or upon request of not less than 3 members having a right to vote at such meeting. SECTION 3. Notice of the annual meeting of the Corporat i on and of any special meeting shall be mailed to the voting members at their respective last known addresses 30 days before such meeting. SECTION 4. A quorum at any meeting of members shall consist of at least a majority of the voting members, but a lesser number may meet and adjourn from time to time until a quorum is secured. ARTICLE II I BOARD OF DIRECTORS SECTION 1. The property, affai rs, activities and concerns of the Corporation shall be vested in a Board of Directors, consisting of 9 Directors. The members of the Board shall upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. SECTION 2. At the annual meeting next held after the adoption of these bylaws, there shall be an election by ballot for 9 directors, 3 of whom shall be elected for a term of one year, 3 for two years, and 3 for three years. At each annual meeting thereafter, a number of di rectors equal to that of those whose terms have expi red shall be elected for the term of three years. At the expiration of any term of three years, any director may be re-elected. SECTION 3. Nominations for election of Di rectors sha 11 be made by the nominating committee 30 days prior to the annual meeting of members, but nominations may be made from the floor by any member. The election of the Directors shall be at the annual meeting of the members. A maj ority vote shall be sufficient for election of the Directors. SECTION 4. The Board shall fi 11 all vacancies whi ch may occu r by a majority vote of the remai ni ng Di rectors of the Board. The person so chosen shall hold the office for the unexpired term of his/her predecessor. j I I \ , . . . J. " ~ ~ J . ~ County in which the principal office of the Corporation is then located~' exclusively for such purposes or to such organizations(s), as said Court shall determine, which are organized and operated exclusively for such purposes. In witness whereof, we have hereunto subscri bed our names thi s day of , 19 . , / f /' I ( " 'f \ ')" "( I .. " \) I /1 , SIGNED".'t ,'1,-' ':,_ ~,- "t,.,",' , " " 'I ' " I' -. - II , Kath ryn A /.: He 1 ze'r,' Pre?i dent j ~ / /,' .' ,~ / / ' S I GNED I /(, ( /j( >';'//;1"', ' , / , / // : ,-;;-;,,.......... ,-- Cree Hanna/Jreasurer - Secretary I On this day of , 19 . before me the Undersigned, a Notary Public for the State of Montana, personally appeared the above persons known to me to be the persons whose names are subscribed to the foregoing instrument and acknowledged to me that they executed the same. In witness whereof, I have hereunto set my hand and affixed my Official Seal the day and year first-above written. NOTARY PUBLIC FOR THE STATE OF MONTANA Residing at My Commission Expires .' ", . . . '.'; " ARTICLES OF INCORPORATION OF BEALL PARK ART CENTER INC. The unders i gned, a maj ority of whom are citizens of the United States, des i ri ng to form a Non-Profi t Corporat i on under the Montana Non-Profit Act, Title 35, Chapter 2, MCA, do hereby certify: FIRST: The name of the Corporation shall be BEALL PARK ART CENTER INC. SECOND: The period of duration is perpetual. THIRD: The place in this state where the principle office of the Corporation is to be located is the City of Bozeman , Gallatin County. The name of the initial registered agent is Kathryn Helzer and the address of the initial registered agent is P. O. Box 717 Bozeman, MT 59715 . FOURTH: Said corporation is organized exclusively for charitable, reli- gious, 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 of 1954 (or the corresponding provision of any future United States Internal Revenue Law). FIFTH: The name and addresses of the persons who are the Initial Directors. of the Corporation are as follows: Kathryn A. Helzer Chairperson - President George Mattson Vice Chairperson - Vice President Cree Hanna Treasurer - Secretary Number of Directors is 3. SIXTH: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, Directors, officers, or other private person, except that the Corporation shall be authorized and empowered to pay reasonabl e compensation for servi ces rendered and to make payments and distributions if furtherance of the purposes set forth in Article Fourth hereof. No substantial part of the activities of the Corporation shall be the carryi ng on of propaganda, or otherwi se attempting to influence legislation, and the Corporation 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 these articles, the Corporation shall not carryon 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 1954 (or the correspon- ding 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 1954 (or the corresponding provision of any future United States Internal Revenue Law). SEVENTH: Upon the dissolution of the Corporation, the Board shall, after paying or making provision for the payment of all of the liabilities of the Corporation dispose of all of the assets of the Corporation Exclusively for the purposes of the Corporation in such manner, or to such organiza- tions(s) organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization(s) under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board shall determi ne. Any such assets not so disposed of shall be disposed of by the District Court of the . , " , " , . . . .' PAGE 2 BYLAWS ARTICLE VI BOARD OF DIRECTORS MEETINGS SECTION 1. A quorum of the Board sha 11 consist of 5 Directors. SECTION 2. The Board of Di rectors shall meet at least annually, immedi- ate ly fo 11 owi ng the annual meeting of the membe rs , and in any other regular meetings as the Board, by resolution, may fix from time to time. SECTION 3. Special meetings of the Board may be held at any time and place upon call of the President, or upon request of 2 or more Directors. SECTION 4. Not ice of all meet i ngs of the Board s ha 11 be gi ven by ma i1 7 days prior to the date of the meetings. ARTICLE V OFFICERS SECTION 1. The officers of the Corporation shall consist of a President, Vice President, Secretary, and Treasurer, all of whom must be members of the Board. The offices of President and Secretary may not be held by the same person. SECTION 2. The offi cers shall be elected by the Board annually at the first meeting of the Board following the annual meeting of the Corporation. The offi cers so elected shall serve for a term of one year. The Board, by majority vote, shall fi 11 all vacancies that may occu r, with the appointee to hold office until the next annual meeting of the Board. The President shall not be elected for more that 3 successive terms. SECTION 3. The President shall preside at all meetings and perform the duties customarily required of such offic and shall be the chief officer, subject to the direction of the Board. SECTION 4. The Vi ce President shall perform all of the dut i es of the President in the absence of the President and such other duties as may be assigned by the Board. SECTION 5. The Secretary shall have charge of the seal and corporate books and records of the Corporation and shall issue notice of meetings to the members and Directory, and with the President, shall execute and sign such instruments as require his/her signature, and shall make such reports and perform such other duties as are incident to this office or which may be required by the Board. SECTION 6. The Treasurer shall have the custody of all monies and securities of the Corporation and shall keep regular books of account of its funds and property and shall perform all duties incident to thi s office or which may be required by the Board. SECTION 7. Any officer or agent may be removed by the persons authorized to elect or appoint such officer or agent whenever in their judgement the best interests of the Corporation would be served thereby. The removal of an officer or agent shall be without prejudice to the contract rights, if any, of the removed offi cer or agent. Election or appointment shall not of itself create contract rights. SECTION 8. The directors and officers of the corporation shall not, as such, be liable on its obligations. ARTICLE VI COMMITTEES SECTION 1. The President shall annually appoint 3 members of the Board, who shall be a nominating committee. They shall submit nominations for Directors in writing to the Secretary no less that 30 days pri or to the annual meetings. SECTION 2. The Board may provi de for such other committees as may be deemed necessary and may determine the selection of committee members and prescribe their duties. . . , '. . , ,. . . " . . , . . .' .. PAGE 3 BYLAWS SECTION 3. The designation and appointment of such committees and the delegation of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed by law. ARTICLE VII SEAL SECTI ON 1. The corporate seal of the Corporation shall consist of a die with two concentric circles having inscribed in the outer circle, BEALL PARK ART CENTER INC. and in the inner circle, "Corporate Seal". ARTICLE VI I I AMENDMENTS SECTION 1. The Board shall have the power to make, alter, amend, and repeal the Bylaws by affirmative vote of a majority of the Board at any regular or special meeting, provided that the proposed action is inserted in the notice of such meeting. ARTICLE IX AGENTS AND REPRESENTATIVES SECTION 1. The Board may appoint such agents and representat i ves with such powers and to perform such acts or duties on behalf of the Corporation as the Board may see fit, so far as is consistent with these Bylaws, to the extent authorized or permitted by law. ARTICLE X CONTRACTS SECTION 1. The Board, except as otherwise provided in these Bylaws, may authorize any officer or agent to enter into any contract, or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific instance; and unless so authorized by the Board, no offi cer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pl edge its credit, or render it 1 i ab 1 e monetarily for any purpose or to any amount. ARTICLE XI PROHIBITION AGAINST LOANS AND SHARING IN CORPORATE EARNINGS SECTION 1. Loans to Directors and officers are prohibited. SECTION 2. No member, Director, officer, employee, Committee member, or person connected with the Corporat ion shall recei ve at any time any of the net earnings or profit from the operations of the Corporation. This shall not prevent the payment to any such person of reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fi xed by the Board. No person shall be entitled to share in the distribution of any of the Corporation's assets upon the dissolution of the Corporation. All members of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution, whether vol untary or involuntary, after all debts have been satisfied, the remaining assets of the Corporation shall be distributed, transferred, conveyed, delivered, and paid over eXClusively to such organization(s) as the Board may designate and which are organized and operated eXClusively for charitable, educational, religious or scientific purposes and qualify as an exempt organization(s) under Section 501 (c) (3) of the Internal Revenue Code of 1954 as it exists or may hereafter be amended. -------- --- - -- ...---- ----- --...- .. 01:-' . . . '. . -:. " . ~ , . ~I \. . ',1: 110 .. PAGE 4 BYLAWS ARTICLE XII INVESTMENTS SECTION 1. The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it. No action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of tax exemption under the Internal Revenue Code as it now exists, or as it may be amended. ARTICLE XIII EXEMPT ACTIVITIES SECTION 1. Notwithstandi ng any other provi s i on of these Byl aws, no member, Director, officer, employee, or representative of this Corporation sha 11 take any act i on or carryon an act i vity by or on behalf of the Corporati on not permitted to be taken or carri ed on by an organi zati on exempt under Section 501 (c) (3) of the Internal Revenue Code as it now exists, or as it may be amended, or by an organization, contributions to which are deductible under Section 170 (c)(2) of such code. ARTICLE X IV FISCAL YEAR SECTION 1. The fiscal year of the Corporation shall begin on the first of January and end on the thirtieth of December . ARTICLE XV RECORD MAINTENANCE AND INSPECTION RIGHTS SECTION 1. The Corporati on shall keep correct and compl ete books and records of account and shall keep mi nutes of the proceedings of its members, Board, and committees having any of the authority of the Board. The Corporation shall keep at its registered office in this state a record of the names and addresses of its members entitled to vote. SECTION 2. All books and records may be inspected by any member or his/her agent or attorney for any proper purpose at any reasonable time. . . " . . . . ' . , . . . . . .' . . . . AMENDMENT NO. ONE THIS AMENDMENT to the Beall Park Building lease dated March 26, 1984, is by and between the City of Bozeman, a municipal corporation of the State of Montana, located at 4ll East Main, Bozeman, Montana 5977l-0640, hereinafter referred to as "Lessor," and Beall Park Arts Center, Inc. , a Montana corporation, with mailing address of P.O. Box 4437, Bozeman, Montana 59772-4437, hereinafter referred to as "Lessee"; WIT N E SSE T H: The parties hereto agree to change the language found at Subsection (a) of paragraph 4, entitled Care of Premises, Improvements by Lessee, to read as follows: Lessee, at its own expense, shall supply full janitorial service to the building. Further, Lessee shall provide and maintain the entire building in satisfactory working condition, including but not limited to proper heating, plumbing, light fixtures and bulbs and all utilities. Except, however, these responsibilities shall not extend to the toilet facilities located outside the building on its west side. DATED this 30 day of August, 1985. THE CITY OF BOZEMAN B~ 2>W~' Its City Hanager Lessor Attest: ,Af~J;j~tmPiID) liS ~gg iFiDlfiJi1 6?oIk d~ '-'Me.- 5 <~;:)./GfS- City Attorney Clerk of the City Commission BEALL PARK ARTS CENTER, INC. /-;7 /';/: / (' ",," ,(7 .'," ~~l%:::.~~{t;t~ 4i-;j' Lessee Attest: a-~ \' ~ - t3} , . ." I ~...l!. , By rk; ~ ~ .