Wallowa Valley Photography Club
Incorporation Papers

Employer Identification Number: 93-1009093
Internal Revenue Code Section 501 (c) (4)
Accounting Period Ending December 31
 

ARTICLES OF INCORPORATION
OF
WALLOWA VALLEY PHOTOGRAPHY CLUB

The below named incorporators have this day voluntarily associated ourselves together for the purpose of forming a nonprofit, non-stock corporation under the laws of the State of Oregon and particularly under the Oregon Nonprofit Corporation Law for purposes other than pecuniary profit to the Members thereof, and we hereby certify:

ARTICLE I

The name of this corporation is Wallowa Valley Photography Club.

ARTICLE II

The period of duration of the corporation shall be perpetual.

ARTICLE III

This corporation shall act as a coordinating, educational and service organization to foster, promote, encourage and increase the knowledge, appreciation and practice of photography. No part of any net earnings shall inure to the benefit of any private member, except that said corporation shall not be precluded from disbursing its funds in the form of awards, scholarships, grants-in-aid, etc., to any person its Board of Directors shall deem advisable.

ARTICLE IV

For such purposes, and operating without profit, and in the manner herein stated, the corporation shall have the power to:

a. Engage in any and all activities which may be deemed necessary or appropriate for the proper and successful prosecution of the objects and purposes for which this corporation was created.

b. Solicit, accept, hold and administer contributions received by deed, gift, will ordinance, statute or otherwise, as well as the proceeds of admission charges, either in trust or otherwise, to own, hold, operate and administer or dispose of real and personal property, both in this state and all other states, territories and dependencies of the United States as well as foreign countries, and generally to do all things necessary and proper to accomplish the purpose herein stated and permitted to like non-profit corporations by law.

c. Provided further, however:

(1) Assets or property held in trust for the corporation or by the corporation for its corporate purpose as herein stated shall be segregated and identified as being so held, and shall not be held without disclosure of the fiduciary capacity in which they are held.

(2) The corporation shall not engage in any transaction prohibited by Section 503. (c) of the United States Internal Revenue Code as now enacted or as it may hereafter be amended.

(3) The corporation shall not apply accumulation of income in any manner which may subject it to denial of exemption as provided in Section 504 of the United States Internal Revenue Code as now enacted, or as it may hereafter be amended.

(4) In the event of the dissolution of this corporation, any assets of said corporation shall be irrevocably dedicated to the purposes of said corporation as set forth in Article II, and said assets then remaining shall be distributed to organizations which are exempt at the time of distribution under Section 501(c) (3) of the internal Revenue code.

ARTICLE V

The principal office for the transaction of business of this corporation is: The Art Angle, P.O. Box 909. Joseph, Oregon 97846. The name of initial registered agent is Karl Fechner.

ARTICLE VI

The number of qualifications of members, the different classes of membership, the property, voting and other rights and privileges, the duties and liabilities of each or all classes of members, shall be as set forth in the Bylaws of this corporation.

ARTICLE VII

A. The corporation shall have a Board of Directors which shall constitute its governing body. The Board of Directors shall consist of President, Vice President, Secretary, and Treasurer, which are elected annually by the membership.

B. The Directors of the corporation shall have power, by vote of the majority of the Directors present, to make, alter, amend and rescind the Bylaws of the corporation.

C. The corporation shall have officers and committees with such power and duties as may from time to time be provided by the board of Directors.

D. No compensation shall be paid to any director or officer of the corporation or to any other person except such amount as shall be reasonable compensation for actual services rendered or expenses incurred in carrying out the object and purposes of the corporation.

ARTICLE VIII

The names and post office addresses of the incorporators of this corporation are as follows:

Molly Murrill [signature] May 13, 1991
P.O. Box 296
Enterprise, OR 97828

Doris Woempner [signature] May 9, 1991
P.O. Box 637
Joseph, OR 97846

Karl Fechner [signature] May 9, 1991
P.O. Box 216
Joseph, OR 97846

Janis Bailey [signature] May 9, 1991
P.O. Box 889
Joseph, OR 97846
 

BY-LAWS
OF
WALLOWA VALLEY PHOTOGRAPHY CLUB

ARTICLE I
NAME

The name of the Corporation shall be Wallowa Valley Photography Club (also known as Wallowa Valley Photo Club).

ARTICLE II
MEMBERSHIP

Section 1. Anyone is eligible for membership who has an interest in the pursuits and goals of the Corporation and shall become a voting member upon payment of dues.

ARTICLE III
OBJECTIVES

Section 1. Objectives of the Corporation shall be to educate and promote interest in and appreciation for photography.

ARTICLE IV
GOVERNMENT

Section 1. The officers of the Corporation shall be a President, Vice President, Secretary, and Treasurer.

A) The officers will be elected every two years and be installed at the meeting either in November or December of the year prior to their incumbency.

Section 2. The business and property of the Corporation shall be managed and controlled by a Board of Directors of not less than three directors.

Section 3. The Board of Directors shall manage the affairs of the Corporation, subject to such regulations and restrictions as may be prescribed by the Corporation.

Section 4. In the absence of the President, the Vice President shall preside at all meetings.

Section 5. The Secretary will keep the minutes and maintain the membership roll and records of the Corporation, and the Treasurer shall be responsible for the safe keeping of all the Corporate funds; maintain all financial records; render a report when requested; deposit all monies with a reliable banking firm in the name of the Corporation. Monies shall be paid out of numbered checks signed by the Treasurer and the President.

ARTICLE V
MEETINGS

Section 1. Meetings of the Board of Directors and officers shall be held at such time as may be called by the President, Vice President, Secretary, and Treasurer.

ARTICLE VI
DUES

Section 1. Dues may be assessed for each member in an amount to be determined by the Board of Directors.

A) The amount of dues will be fifteen dollars ($15.00) for a single membership and twenty dollars ($20.00) for a family membership.

ARTICLE VII
AMENDMENTS

Section 1. Amendments of these Bylaws may be proposed at any meeting at which a quorum (6) is present, but must be adopted by a majority vote of the membership.

ARTICLE VIII
COMMITTEES

Section 1. The President shall, with the approval of the Board of Directors, appoint such standing or special committees of such size as the President or the Board of Directors may deem necessary to properly carry on the activities and effect the objectives and purposes of the Corporation. Such committees shall perform such duties as the President or Board of Directors may direct.

ARTICLE IX
DISSOLUTION

Section 1. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United Sates Internal Revenue law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the County Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such an organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Dated this 14th Day of June, 1990

Molly Murrill [signature]
Doris Woempner [signature]
Karl Fechner [signature]
Janis Porter [signature]