Pima County Junior Livestock Sales, Inc.

   ARTICLES  OF  INCORPORATION

OF

PIMA  COUNTY  JUNIOR  LIVESTOCK  SALES,  INC.

KNOW  ALL  MEN  BY  THESE  PRESENTS:

    We, the undersigned, hereby associate ourselves together for the purpose of forming a non-profit corporation under the laws of the State of Arizona, and adopt the following Articles of  Incorporation.

ARTICLE  I

    The name of the corporation is PIMA COUNTY JUNIOR LIVESTOCK SALES, INC.

 

ARTICLE  II

    This corporation shall have all the powers available to non-profit corporations under the laws of the State of Arizona.  The purposes for which this corporation is organized shall include conducting any or all lawful affairs for which non-profit corporations may be incorporated under the laws of the State of Arizona.

 

ARTICLE  III

    The initial intention of the corporation is to organize exclusively for the promotion and support of the 4-H Livestock and Small Stock Programs of the University of Arizona, Cooperative Extension Service, as follows:

A. To provide members of the 4-H Livestock and Small Stock Programs in Pima County with assistance in the sale of project animals, or to conduct sales that provide project animals.

B. To provide scholarships, fellowships, grants and financial assistance to persons, organizations and agencies in the furtherance of corporate purposes.

C.  In general, to do any and all things to the same extent as natural persons might or could do, which now or hereafter may be authorized for non-profit organizations by the laws of the United States and the State of Arizona, as the Board of Directors may deem to the advantage of the corporation in the furtherance of the corporate purposes.

No part of the net earnings of the corporation shall inure to the benefit of, nor be distributable to, its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II and in this Article, above.  No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

 

ARTICLE  IV

     Notwithstanding any other provisions 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 1954 (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 1954 (or the corresponding provision of any future United States Internal Revenue law).

 

ARTICLE  V

     There shall be no capital stock of the corporation.  Membership in the corporation shall be determined by the By-Laws.

 

ARTICLE  VI

     The estimated value of the property of the corporation on this date is $-0-.

 

ARTICLE  VII

     The indebtedness to which the corporation shall at any time subject itself shall be determined by a majority vote of the board of directors.

 

ARTICLE  VIII

     The private property of the members, officers, and directors of the corporation shall be exempt from corporate debts.

 

ARTICLE  IX

     The corporation shall indemnify any director, officer, or employee of the corporation for claims made against him or her in connection with the performance of official duties, in all cases except where such indemnification is prohibited by law.

 

ARTICLE  X

     Upon dissolution of this corporation, all of its debts shall be fully satisfied.  None of its assets or holdings shall be divided among the members, or other individuals, but shall be irrevocably designated by corporate vote, prior to dissolution, to Pima County 4-H Clubs Leaders Association, Inc. in conformity with the requirements of Section 501(C)(3) of the United States Internal Revenue Code of 1954, or the corresponding section of any later tax law.  Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is located, exclusively for such purposes or to such organization or organizations, as the court shall determine, which are organized and operated exclusively for the purposes stated in Articles II and III above, and which are in agreement with the letter and spirit of the Pima County 4-H Clubs Leaders Association, Inc.

 

ARTICLE  XI

     The initial board of directors shall consist of the following three members:

Marvin Selke

12005 E. Snyder Rd.

Tucson,Arizona85749

Ralph Hall

Rt. 1,Box793

Tucson, Arizona 85741

Donald E. Clark

845 S. Santa Ana Dr.

Tucson,Arizona85710

 

ARTICLE  XII

     The incorporators of the corporation are Marvin Selke, Ralph Hall and Donald E. Clark, whose addresses are listed above.  The initial statutory agent is Donald E. Clark,845 S. Santa Ana Dr.,Tucson,Arizona85710.

 

ARTICLE  XIII

The fiscal year of the corporation shall end August 31 of each year.

 

Dated this _____ day of  February, 1986, in Tucson,Arizona.

 

__________________________

Marvin Selke

 

__________________________

Ralph Hall

 

__________________________

Donald E. Clark

STATE OFARIZONA)

) ss

COUNTYOFPIMA     )

The foregoing instrument was acknowledged before me this _____ day of February, 1986 by Marvin Selke, Ralph Hall and Donald E. Clark.

 

__________________________

Notary public

My commission expires:

___________________

 

ACCEPTANCE  BY  STATUTORY  AGENT

     I, Donald E. Clark, having been designated to act as Statutory Agent hereby consent to act in that capacity until removed or resignation is submitted in accordance with the Arizona Revised Statutes.

 

Donald E. Clark

 

Published: February___, ____, March ___, 1986

 

 

RESOLUTION

Be it resolved that on the              day of                  , 2007, a quorum being present and a majority of those present in the quorum having voted to approve these amendments to the Articles of Incorporation of, the Pima County Junior Livestock Sales, Inc. amend Article X and XIII of their Articles of Incorporation as follows:

AMENDMENT ONE

ARTICLE X

                From:    “***prior to dissolution, to Pima County 4-H Clubs Leaders Association,                                                Inc., ***”

To:          “prior to dissolution, to Pima County Junior Livestock Sales, Inc.                 Scholarship 4-H Endowment Fund, ***”

AMENDMENT TWO

ARTICLE X

                From:    “***Articles II and III above, and which are in agreement with the letter               and spirit of the Pima County 4-H Clubs Leaders Association, Inc.”

To:          “***Articles II and III above.  (DELETE remainder of the sentence).”

 

AMENDMENT THREE

ARTICLE XIII

 

From:    “The fiscal year of the corporation shall end August 31 of each year.”

To:          “The fiscal year of the corporation shall end December 31 of each year.”

 

Dated this            day of                  , 2007.

 

                                                                                               

President