ARTICLES OF INCORPORATION
OF
Revised Code of Ohio, the undersigned, sole incorporation,
desiring to form a
Non profit corporation, does hereby certify:
The name of the Corporation is OHIO ALL-TERRAIN VEHICLE RIDERS ASSOCIATION, hereinafter called “O.A.T.V.R.A.”
ARTICLE II
PURPOSE OF
O.A.T.V.R.A.
The purposes for which O.A.T.V.R.A. is organized are:
1. To establish, maintain and conduct a club for the social enjoyment, pleasure and recreation of the members;
2. To encourage and promote interest in all-terrain vehicles and their safe use;
3. To participate in and support various civic activities for the betterment of the State of Ohio; and
4. To encourage and promote public acceptance, approval and support of all-terrain vehicle activities.
5. The principal place of business for the corporation is Columbus, Ohio, Franklin, Co.
ARTICLE III
POWERS OF THE
ASSOCIATION
O.A.T.V.R.A. shall have the following powers:
1. To fix, levy, collect and enforce payment by any lawful means of all charges or assessments pursuant to the terms of the Code of Regulations and to use the proceeds of these charges and assessments in the exercise of its power and duties; to pay all expenses in connection therewith, including all expenses incident to the conduct of the business of O.A.T.V.R.A., as well as all licenses, taxes or governmental charges levied or imposed upon the property of O.A.T.V.R.A.
2. To acquire (by gift, purchase or otherwise), own, hold, improve, repair, replace, build upon, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property.
3. To borrow money, to mortgage, pledge, deed and trust, encumber, or hypothecate any of all of its real or personal property as security for bottowed or debts incurred.
4. To obtain and maintain personal injury and property damage insurance.
5. To become a member of any other association having similar purposes of those of O.A.T.V.R.A.
6. To establish administrative rules and regulations and to approve new Chapters (as provided in the Regulations) and to establish rules and regulations therefore.
7. To
do any and all other things necessary, expedient, incidental, appropriate or
convenient to the carrying out of the foregoing purposes, and, insofar as
permitted by law, to do any other thing that, in the opinion of the Trustees,
will promote the common benefit and enjoyment of the members.
ARTICLE IV
MEMBERSHIP
Membership in O.A.T.V.R.A. shall be subject to the affirmative vote of two-thirds of the voting members present at a meeting of the membership at which a quorum is present. In addition, each member shall: be an owner or have access to an all-terrain vehicle; be at least eighteen years of age and to pay all initiation fees, dues and assessments as established, from time to time by the Board of Trustees as provided in the Regulations of O.A.T.V.R.A. Removal of a member from membership shall be for just cause (conduct prejudicial to O.A.T.V.R.A.) and subject to the affirmative vote of two-thirds of the voting members present at a meeting of the membership at which a quorum is present.
ARTICLE V
VOTING RIGHTS
Each member shall be entitled to one vote on each matter properly submitted to the members for their vote, consent, waiver, release, or other action. No member shall vote or act by proxy.
ARTICLE VI
TRUSTEES
The affairs of O.A.T.V.R.A. shall be managed by a Board of Trustees consisting of the number of Trustees determined by the Regulations, but not less than three Trustees.
Trustees of O.A.T.V.R.A. shall be elected in the manner determined by the Regulations. Trustees may be removed and vacancies on the Board of Trustees shall be filled in the manner provided by the Regulations.
The names and addresses of the first Board of Trustees who shall hold office until their successors are duly elected and qualified, or until removed, are as follows:
Name Address
Larry Schreiner 2671 Berrell Avenue
(Columbus Chapter) Columbus, Ohio 43211
Bill Yaeger 7046 Doran Drive
New Albany, Ohio 43054
Patty Burkett 2676 Berrell Avenue
Columbus, Ohio 43211
Frank Grim 6056 Dobson Sq. W.
Columbus, Ohio 43229
Mark Case 3456 Homecroft
Columbus, Ohio 43224
Ron Harris 1946 Salt Creek Road
(Pike county Chapter) Lucasville, Ohio 45648
ARTICLE VII
INDEMNIFICATION
Every trustee and officer of O.A.T.V.R.A. shall be indemnified by O.A.T.V.R.A. against all expenses and liabilities, including attorneys’ fees, reasonably incurred by or imposed upon him in connection with any proceeding or any settlement of any proceeding to which he may be a party or in which he may become involved by reason of his being or having been a Trustee or officer of O.A.T.V.R.A., to the full extent and subject to all limitations imposed by the provisions of Section 1702.12(E)(1),(E) (2), and (E) (3) of the Ohio Revised Code.
ARTICLE VII
AMENDMENTS
These Articles may be amended by the affirmative vote of two-thirds of the voting members present at a meeting of the membership at which a quorum is present, provided, that such amendment shall have been presented to the membership, in writing, at the regular meeting of the membership preceding the meeting, at which the vote for amendment is to be taken. Provided, however, that no amendment shall make any changes in the qualifications for membership or the voting rights for members without approval in writing of all members. Any amendments in conflict with the Ohio nonprofit Corporation laws (Chapter 1702.01 et seq.) shall be invalid or unauthorized.
CODE OF REGULATIONS
OF
OHIO ALL-TERRAIN VECHICLE RIDERS ASSOCIATION
This Code of Regulations is intended to provide for the government of OHIO ALL-TERRAIN VEHICLE RIDERS ASSOCIATION a nonprofit Corporation, existing under the laws of the State of Ohio, chapter 1702.01, et seq., of the Ohio Revised Code. All members, their families and guests who partake of any corporate activity, shall be subject to the covenants, conditions, or restrictions contained in the Articles of Incorporation, these Regulations and any administrative rules and regulations adopted by the Board of Trustees of this Corporation. The acquisition of membership in this Corporation or any act evidencing participation in any corporate activity shall constitute acceptance and ratification of the Articles of Incorporation and these Regulations.
ARTICLE I
OFFICES
1. Principal Office. The principal office of the Corporation shall be located at 2671 Berrell Avenue, Columbus, Ohio 43211. The Corporation may have such other offices of the Board of Trustees may determine or as the affairs of the Corporation may require from time to time.
2. Resident Agent. The Corporation shall have and maintain a resident agent in the State of Ohio and such agent may be changed by action of the Board of Trustees from time to time.
ARTICLE II
MEMBERS
1. Membership. Membership in the Corporation shall be subject to the affirmative vote of two-thirds of the voting members present at a meeting of the membership at which a quorum is present. A membership may be issued in the name of two or more persons, each person being considered a member, except that each membership shall be entitled to a single vote as provided in Article III, Section 6 and except that dues, fees or assessments shall apply on a per membership basis. In addition, each member shll: be an owner or have access to a all-terrain vehicle; be at least eighteen years of age; and pay all initiation fees, dues and assessments as established, from time to time, by the Board of Trustees as provided in this Code of Regulations. Removal of a members from membership shall be: (1) for just cause (conduct prejudicial to the Corporation) and subject to the affirmative vote of two-thirds of the voting members present at a meeting of the membership at which a quorum is present, or (2) for any reason if all of the members present at a meeting of the membership at which a quorum is present so vote. Any member may withdraw from membership by so notifying the Corporation in writing.
2. Rights and Privileges. All members of the Corporation shall be entitled to the same rights and privileges conferred by reason of the membership, and shall be subject to the same duties, liabilities, limitations and restrictions as mayt be imposed by law or by these Regulations of this Corporation, except as limited by Article II, Section 1.
Each member shall be permitted to bring his or her family or other guests to all Corporate activities; provided such member shall be responsible for the behavior of such parties.
ARTICLE III
MEETINGS
OF MEMBERS
1. Place of Meetings. Any or all meetings of the members, and of the Board of Trustees, of this Corporations may be held at any place and at any time designated by the Board of Trustees pursuant to a resolution adopted by the Board of Trustees or as set by rule and regulation of the Board of Trustees.
2. Annual Meeting of Members. The annual meeting of the members of this Corporation for the purpose of electing Board of Trustees, as provided in Article IV, and for the purpose of transacting any other business to properly come before such meeting shall be held at a time within six months after the close of each fiscal year of the Corporation beginning with the year 1985, at such time and place as the Board of Trustees may fix prior to the giving of notice of such meeting.
3. Special Meetings. Special meeting of the members may be called by a majority of the Board of Trustees, or by written notice of the President, or by written petition signed by not less than one-tenth of all members authorized to vote.
4. Notices. A written or printed notice stating the place, day and hour of the meeting and , in the case of a special meeting the purpose for which the meeting is called, shall be delivered or mailed by the Secretary, or by the officer or person calling the meeting, to each member of record entitled to vote at that meeting at the address which appears on the records of the Corporation at least ten days before the date of the meeting. Notice of any meeting of the members may be waived in writing filed with the Secretary or by attendance in person. If the total number of members of this Corporation shall exceed five hundred at the time such notices must be given, then notice of the place, day and hour of all annual and special meetings, and, in the case of a special meeting, also the purpose for which the meeting is called, may be given by one publication in a newspaper of general circulation printed in English in the county in which this Corporation than has its principal office, such publication to be made not less than ten nor more than thirty days prior to the date of the annual or special meeting.
5. Quorum. The voting members (one vote per membership) present at a meeting
of voting members shall constitute a quorum for such meeting.
ARTICLE IV
TRUSTEES
1. Trustees’ Authority. The affairs of this Corporation shall be directed and managed by the Board of Trustees who shall have a membership in the Corporation. The Board of Trustees shall consist of Class I and Class II Trustees, as provided herein.
2. Classes and Number. The initial number of Trustees who shall serve on the Board of Trustees of the Corporation shall be six, increased as provided herein. Elections for Trustees shall be as follows: (1) each of the two existing Chapters, as recognized, as determined by the provisions of Article V, shall elect a Chapter President, who shall in turn serve on the Board of Trustees of the Corporation. (Such Trustee shall be labeled as a Class I Trustee.) Each such Chapter President shall have a membership in the corporation and the number of members to serve on the Board of Trustees shall increase as the number of chapters admitted and affirmed by the Board of Trustees shall increase. (b) At the annual meeting of the members, four additional Trustees shall be elected to the Board of Trustees by vote of the members. (Such Trustees shall be designated Class II Trustees.) Nomination for candidates shall be made prior to voting by the members; only persons nominated as candidates shall be eligible for election as the Trustee. The four candidates receiving the number of votes determined in accordance with the provisions of Article VI, Section 2 shall be elected to the board.
3. Tenure, Vacancies and Removal. (a) Each class I Trustee shall be a member of the Board of Trustees until a successor has been elected and qualified by the chapter electing such Class I Trustee as their President, at which point the successor President shall serve on the Board of Trustees of the Corporation. Any vacancy in a Class I Trustee position occurring on the Board of Trustees shall be filled by an election of the members of such Chapter. A Class I Trustee may only be removed from the Board of Trustees of the Corporation by the affirmative vote of his or her Chapter membership. (b) Each Class II Trustee may be removed, with or without cause, by the affirmative vote of a majority of the members at a meeting at which a quorum is present. Such removal shall create a vacancy. Any vacancy in a class II Trustee position occurring on the Board of Trustees(whether by death, resignation or removal) shall be filled by a majority vote of the remaining members of the Board of Trustees (of both classes), until the next annual meeting of the members.
4. Status of Trustee Classes. Each Trustee, whether labeled Class I or Class II Trustee, shall be entitled to the same rights and privileges by reason of the Trusteeship, except as provided in this Article IV, Sections 2 and 3, with reference to election, tenure, vacancy and removal. References in the Articles of Incorporation and these Regulations of the Corporation to “Board of Trustees” shall refer to both Classes of Trustees as a whole body.
5. Quorum. A majority of the whole Board of Trustees (of both Classes) shall constitute a quorum for the transaction of business at any meeting of the Board, except that a majority of the existing Trustees shall constitute a quorum for the filling of vacancies on the Board of Trustees of Class II Trustees. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by law or by these Regulations.
6. Compensation. Trustees as such shall not receive any salary for their service, but by resolution of the Board of Trustees, a fixed sum and expenses of attendance, if any, may be allowed for attendance at such regular or special meetings of the Board. Nothing herein shall be construed to preclude any Trustee from serving the Corporation in any other capacity and receiving compensation therefore.
7. Regular Meetings. The regular meetings of the Board of Trustees shall be held, without other notice than this Regulation, each month at the pace and time to be established by the Board.
8. Special Meetings. Special meetings of the Board of Trustees may be called by or at the request of the President or any four Trustees. The person or persons authorized to call special meetings shall fix the time and place of the meeting. Notice of such meeting must be given at least two days prior thereto by written notice delivered personally or sent by mail or telegram to each Trustee at his or her address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, postage prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Trustee may waive notice of any meeting.
9. Action by Unanimous Written Consent. Any Action required by law to be taken at a meeting of Trustees, or any action which may be taken at a meeting of Trustees, may be taken without a meeting if a consent in writing, setting for the action so taken, shall be signed by all of the Trustees and such action shall be a valid Corporate action as though it had been authorized at a meeting of the Board of Trustee.
10. Executive Committee. The Board of Trustees may be resolution of a majority thereof designate two or more members of the corporation to constitute an Executive committee, which to the extent provided in such resolution, shall have and exercise all of the authority of the Board of Trustees in the management of the Corporation; the designation of such committee shall not operate to relieve the Board or the Trustees of any responsibility imposed by law upon it or them
ARTICLE VI
OFFICERS
1. The officers of the Corporation shall be a President, Vice-President, a Treasurer, Secretary and a membership Secretary.
2. Election and Term of Office. The officers of the Corporation shall be those persons elected as Class II Trustees. Nominations for candidates for the offices of President, Vice President, Secretary, Membership Secretary and Treasurer, respectively, shall be made prior to voting by the members. The person so nominated as President and receiving the greatest number of votes therefore shall be President (and be designated a Class Ii Trustee). Likewise the person so nominated as Vice President, Secretary, Membership Secretary and Treasurer, respectively, and receiving the greatest number of votes for such office shall serve as Vice President, Secretary, Membership Secretary or Treasurer, as the case may be (and be designate a Class Ii Trustee). Each officer shall hold office until: his successor is duly elected and qualified, his removal, death or resignation.
3. Removal. Any officer may be removed, with or without cause, as provided in Article IV, Section 3 (b).
4. Vancancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled as provided in Article IV, Section 3 (b).
5. President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the members and of the Board. He may sign, with the Secretary or other proper officer of the Corporation thereunto authorized by the Board of Trustees, certificates of membership of the corporation, any deeds, mortgages, bond, contracts or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees from time to time.
6. Vice President. In the absence of the President or in the event of his inability or refusal to act, the vice President ahll perform the duties of the President, and when so acting, shall have all the powers of and be subject to all restrictions upon the President. The Vice-President may sign with the Secretary, certificates of membership of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Trustees.
7. Treasurer. If required by the Board of Trustees, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Trustees shall determine He shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such Banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article VII of these Regulations; (b) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Trustees.
8. Secretary. The Secretary shall; (a) keep the minutes of the members’ and of the Board of Trustees’ meeting in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Regulations or as required by law; (c) be custodian of the corporate records and of the Seal of the corporation; (d) keep a register of the post-office address of each member which shall be furnished to the Secretary by such member or Membership Secretary; (c) in general perform all duties incident to the office of Secretary and of the seal of the Corporation; (d) keep a register of the post-office address of each member which shall be furnished to the Secretary by such member or Membership Secretary; (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Trustees.
9. Membership Secretary. The Membership Secretary shall; (a) keep a register of the post-office address of each member which shall be furnished to the Membership Secretary by such member; (b) sign with the President, or vice President, certificates of membership of the corporation; (c) collect and distribute moneys in accordance with those directives of the President or the Board of Trustees; (d) in general perform all duties incident to the office of the Membership Secretary and other duties as from time to time may be assigned to him by the President or the Board of Trustees.
ARTICLE VII
CONTRACTS,
LOANS, CHECKS AND DEPOSITS
1. Contracts. The Board of Trustees may authorize any officer or officers, agent or agents, to enter into any contract, execute and deliver any instruments 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 evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instance.
3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notices or other evidences 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 Trustees.
4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such Banks, trust companies or other depositaries as the Board of Trustees may select.
ARTICLE
VII
DUES
AND FEES
1. Amount and Payment. The Board of Trustees may determine from time to time the amount of initiation fee, if any, and annual dues payable to the Corporation for each membership, and such dues and fees shall be payable on or before the date as determined by the Board of Trustees. Should additional assessments become necessary, as determined in the sole desecration of the Board of Trustees, such assessments may be imposed upon each membership.
2. Default and Termination of Membership. When any member (or in the case where several members have a single membership, all members thereof shall be in default in the payment of dues fees, charges or other assessments owing to the Corporation for any consecutive three month period, his membership shall be automatically terminated. Such member (or members under a single membership) shall be automatically reinstated, if within the three month period after the expiration date of the membership such member or members shal pay in full all past due assessments. During the three months grace period such member or members shall have no voting rights. After the grace period such terminated member or members may be reinstated only in accordance with the provisions of Article II.
3. Charges. The Board of Trustees may establish, fix and charge assessments to a membership account for the value of any items or services for which any member thereof is indebted to the Corporation by reason of moneys being advances by the Corporation on behalf of the member at the member’s request.
ARTICLE IX
FISCAL
YEAR
The fiscal year of the Corporation shall begin on the first day of July and ending on the last day of June in each year, and such fiscal year may be changed by a resolution of the Board of Trustees.
ARTICLE X
CERTIFICATES
OF MEMBERSHIP
The Board of Trustees shall provide for the issuance of certificates evidencing membership in the Corporation which shall be in such form as may be determined by the Board of Trustees, except that such certificates shall be signed by the Secretary, state that such holder or holders are members of this Corporation, and state that such membership is not transferable.
ARTICLE XI
BOOKS
AND RECORDS
The Corporation shall keep full and complete books and records which shall show, at all times the financial condition of the Corporation and a separate financial account for each member. All books and records shall be open for inspection by any member, for proper purposes, at any reasonable time.
ARTICLE XII
INDEMNIFICATION
Each member covenants and agrees that in the event any injuries or damage to property damage, or both, are caused by the negligent acts of a member, his or her family or guests, such member shall indemnify and hold the Corporation harmless from any loss or damages (including attorney fees) Corporation may suffer as a result of the negligent acts of such member, his or her family or guests.
ARTICLE XIII
WAIVER
OF NOTICE
Whenever any notice is required to be given under the provisions of the Articles of Incorporation or these Regulations of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time state therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIV
AMENDMENTS
These Regulations may be amended by the affirmative vote of two-thirds of the voting members present at a meeting of the membership at which a quorum is present, provided, that such amendment shall have been presented to the membership, in writing, at the regular meeting of the membership preceding the meeting at which the vote for amendment is to be taken.
ARTICLE XV
WAIVER
OF RIGHTS
The failure of the Corporation, the Board of Trustees or any member to enforce any covenant, restriction or other provision of Chapter 1702.01, et seq., of the Ohio Revised Code, the Articles of Incorporation these Regulations, any rules and regulations adopted by the Board of Trustees of this Corporation shall not constitute a waiver of the right to do so thereafter.