Todos

Todo or consider:

• Should we add this to Article I?
  • ... and it's duration shall be perpetual or until such time as it is dissolved by vote of it's members as provided for (in the bylaws)
  • others would say Section 8, Chapter 4[56]2. Oregon laws, 1941.
  • It's in Article IV anyway.
• If there is a possibility of a class of membership that is non-voting I think we should mention it in the articles otherwise ORS 65 may allow them all to vote.
  • The membership shell be divided into a voting class and a non-voting class. Only the voting class shell have voting privileges. General requirements for all membership and specific requirements for each class shell be set forth in the bylaws.
  • The FAA may require all members to vote but I think other clubs have non-voting members.
• Do we need to provide the addresses of the incorporators? Yes.
  • If so must they be amended if they change?
• Should we change all mention of organization to corporation?
  • I think we should keep it organization (Rick)
• We may amend the articles later to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Office of the Secretary of State.
• Add to the secretary's duties must complete all annual reports dues, paperwork 30 days before the deadline.

Done:

Source Material:

• The Original articles came from EMS: https://www.eugenemakerspace.com/wiki/Sites/EmsArticles
• ARTICLE II. PURPOSE
  • http://www.lawmart.com/forms/fnp-ar04.htm
  • 2. The purposes...: https://www.eugeneweb.com/wiki/Sites/SampleArticles
  • http://www.hillsboroflying.org/sites/default/files/DOC-0001-0001-Articles_of_Incorporation.pdf
• ARTICLE III. EXEMPTION REQUIREMENTS
  • http://www.lawmart.com/forms/fnp-ar04.htm
  • http://www.irs.gov/irm/part7/irm_07-025-007.html
  • Notes from the AOPA Webinar too. (Double check those)
• ARTICLE VII. DISSOLUTION
  • https://www.eugeneweb.com/wiki/Sites/SampleArticles
  • https://www.eugeneweb.com/wiki/Sites/AOPASampleBylaws

Limiting Board Members Liability:

By including this statement of personal liability, a director can avoid personal liability as long as he or she runs the organization in a legal, reasonable manner.

It is important to remember that directors can still be held liable for debts to the IRS, debts due to fraudulent activity, and employment claims. D&O insurance can further protect the assets of board members, staff and volunteers.

From ORS 65:

(c) A provision eliminating or limiting the personal liability of a director or uncompensated officer to the corporation or its members for monetary damages for conduct as a director or officer, provided that no such provision shall eliminate or limit the liability of a director or officer for any act or omission occurring prior to the date when such provision becomes effective, and such provision shall not eliminate or limit the liability of a director or officer for:

(A) Any breach of the director\x92s or officer\x92s duty of loyalty to the corporation or its members;

(B) Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(C) Any unlawful distribution;

(D) Any transaction from which the director or officer derived an improper personal benefit; and

(E) Any act or omission in violation of ORS 65.361 to 65.367; and

http://www.ilrg.com/forms/

-- ClifCox - 2011-01-03