AMENDED ARTICLES OF INCORPORATION GOLDEN STREAM FISHING CLUB, INC. Updated as of July 15, 2012

Transcription

1 AMENDED ARTICLES OF INCORPORATION OF GOLDEN STREAM FISHING CLUB, INC. Updated as of July 15, 2012 Pursuant to the provisions of the Alabama Business Corporation Act, the undersigned hereby restates its Articles of Incorporation as follows: Article I The name of the corporation shall be Golden Stream Fishing Club, Inc. Article II The duration of the corporation is perpetual. Article III Section 1: The purpose of this organization shall be the promotion of social intercourse among its members and affiliates; the provision of facilities for pleasure, amusement, and recreation including the establishment and ownership of such facilities as clubhouses, fishing ponds, and other buildings, grounds, and facilities incident thereto. Article IV Section 1: This organization shall not be operated for gain or profit, but as one means of raising funds for the execution of its purposes, shall be authorized to issue stock and sell same; its authorized capital stock shall be $12, divided into 120 shares with the par value of $ each. Section 2: Each share of stock shall authorize a member, as member is hereinafter defined, one vote on any question relating to the corporate life or action of the Club, but no corporate action shall be taken unless a simple majority of the stock outstanding shall have voted in favor of such action. No corporate business can take place unless a quorum is represented; a quorum shall consist of the holders of not less than seventy-five percent of the stock outstanding. Members may be represented and vote by proxy but not less than three (3) members shall be authorized to hold any corporate meetings.

2 Section 3: Ownership of stock in this Club shall not, in itself, entitle the holder to the privileges or uses of the facilities of the Club, and no person shall be a member of this Club, as the word MEMBER is hereinafter defined, unless he shall own at least one full share of stock of the Club. The stock of the Club shall not be transferable except by hand and with the consent of the Board of Governors as hereinafter provided for, to be evidenced by endorsement of the certificate of stock by the Secretary under instruction from and of the Board of Governors.The Club shall have the right to own and purchase its stock. Section 4: Stock may be owned and sold only among direct descendants of Theo E. Golden and Gurney B. Smith or back to the Corporation. Article V The current registered agent and initial mailing address shall be Theodore Golden Smith at 3953 Sandfort Road; Phenix City. Alabama; Article VI The current members of the Board of Governors are (amended July 20, 2008): President - Hank Sullivan Treasurer Seth Pound Secretary James Elder Pound Member at large Tommy Mitchell Member at large Carenjames Campbell Member at large Scott Smith Member at large Shawn Greene Article VII Section 1: The officers of the Club shall be a President, Secretary, a Treasurer, and four members of the Board of Governors elected at-large. The Board of Governors shall consist of the President, the Secretary, the Treasurer, and the four members at-large representing a minimum of twenty (20) shares of the stock outstanding. The officers and members-at-large of the Board of Governors shall be elected for a two year term by members of the Club at the regular annual corporate meeting in even numbered years. The President, however, will be limited to serving two consecutive two-year terms. The same person may serve again as President after a one term interval. The regular annual corporate meeting shall be held on the third Sunday of July at 10:00 AM EST at Golden Stream Fishing Club. The annual meeting of the Board of Governors shall be held on the Saturday preceding the regular annual corporate meeting at 10:00 AM EST at Golden Stream Fishing Club. The dates and times may be changed by a unanimous vote of the Board of Governors. Four weeks notice of the meeting shall be sent to all members by the Secretary. (amended July 19, 1997, July 20, 2008 and July 18, 2009)

3 Section 2: Duties of the Officers A. The President shall preside over all corporate meetings and shall exercise a general supervision over the Club, its property, its management and operation, and shall perform other such duties as may be required of him by the members of the Club or the Board of Governors. He shall have the authority to approve disbursement up to one thousand dollars ($1000) in one (1) corporate year on behalf of the corporation without prior approval of the Board of Governors or the stockholders. He shall have the authority to approve all disbursements related to the normal operating expenses of the corporation (amended July 19, 1997) B. The Secretary shall keep minutes of all corporate meetings and all meetings of the Board of Governors. He shall issue all notices of all corporate meetings. He shall send copies of the minutes of all regular and/or special corporate meetings to every member of the Club. He shall conduct all correspondence of the Club and assume all other responsibilities as shall be relegated to him by the President or the Board of Governors. C. The Treasurer shall perform all duties of the President in his absence and inability to act. He shall collect dues and Club income and deposit same in such a depository as shall be designated by the Board of Governors of the Club. He shall present an itemized financial statement of the Club at each annual meeting, to be attached to the minutes, and shall assume all other responsibilities as shall be relegated to him by the President or the Board of Governors. Article VIII Section 1: The Board of Governors shall have general charge of the activities of the Club and shall direct its affairs and shall be vested with the authority to do all things that are proper to be done by the Club, as a corporation or otherwise, except as may be otherwise required by law or by this instrument. Section 2: The Board of Governors shall have the right to fill any vacancy in any office. Section 3: Real Estate of the corporation may be bought and sold when recommended by five (5) members of the Board of Governors and when approved at an annual or special meeting of the members of the Club at which a ¾ majority of the stock outstanding shall vote for approval. (amended July 17, 2011). Section 4: All investment of the corporation, including stocks, bonds, savings accounts, etc., may be sold and/or transferred to other forms of investments for greater financial benefit to the Club's income upon the approval of five (5) members of the Board of Governors. (amended July 17, 2011) Section 5: The Board of Governors shall have the right to make expenditures for improvement of communal property up to $ in one corporate year upon approval five (5) members of the Board. (amended July 17, 2011)

4 Section 6: The Board of Governors shall have the right to recommend the expenditure of more than $ for one project of improvement of communal corporate property to the members of the Club at an annual or special meeting. Such expenditure may be carried out only when ratified by a majority of the stock outstanding. Section 7: No member will be authorized to expend the Club's monies or indebt the Club without approval of the Board of Governors except as authorized in Article VII, Section 2A. Section 8: The shareholders at large shall elect all members of the Club according to Article 10 Section 1 of this document, amended ; proposals or application for membership shall be in writing and shall bear the written endorsement of two members of the club. No member shall be elected unless he receives 5/7 approval from the Board of Governors (amended July 17, 2011). Section 9: The Board of Governors shall meet when such meetings are necessary by the Board. Such meetings shall be held in group meetings, by mail, or via telephone. When the Board of Governors meet in person, the President of the Club shall preside and the Secretary of the Club shall take minutes. The general membership of the Club shall be notified in writing of the action taken at the meeting of the Board of Governors. Section 10: A quorum of the Board shall be five (5) members (amended July 17, 2011). Section 11: The Board of Governors shall have the right to assess Club membership dues when it deems necessary and these dues shall be assessed when ratified by a majority of the stock outstanding at an annual or special meeting. Section 12: The Board of Governors shall have the responsibility to set the specific date and place of special corporate meetings. It shall also be empowered to hold "mail" voting. Section 13: The Board of Governors shall have the power to employ all agents or employees of the Club; to prescribe their duties and fix their compensation, if any; to terminate such employment at any time. Section 14: The Board of Governors shall have the power to conduct all duties as described by these Articles of Incorporation; it shall have the power to do any and all things not prohibited by the Articles of Incorporation, By-laws, or Laws of the Land. Section 15: The Board of Governors shall report to the Club at the annual corporate meeting.

5 Article IX Section 1: Four weeks notice of each annual meeting of the Club shall be given by the Secretary by mail and a similar notice shall be given for all special meetings. Special meetings of the members shall be held when called by three (3) members of the Board of Governors. Special issues proclaimed by the Board of Governors may be carried out by "mail" vote. Also, holders of a majority of shares of stock outstanding may request a meeting by written notice to the Secretary who will call the meeting in the prescribed manner. Article X Section 1: A member of this Club shall be defined herein as a blood-related descendent of Theo E. Golden or Gurney B. Smith who has been regularly elected to membership by a 2/3 majority of shares at an annual or special meeting of shareholders and who shall own at least one full share of stock of the corporation. Each individual member in good standing (all dues and obligations to the Club being current) shall be authorized to use facilities owned by GSFC, Inc., as outlined in the rules and regulations provided for in the GSFC, Inc. Bylaws. (amended July 15, 2001). Section 2: No stock may be sold, donated, or transferred to a non blood-related person except upon corporate dissolution. Section 3: An associate member shall be the spouse, children (under the age of eighteen (18) who permanently reside with a regularly elected member) of a regularly elected member with all the rights and privileges of a member, such as attending meetings, holding offices, etc., except the rights to hold office or to vote. (amended July 19, 1997) Article XI Section 1: The Club shall have the right to acquire by purchase property to be used for the enjoyment of its members, and shall have the right to contract and be contracted with, to sue and be sued, to acquire property of every description and to sell and dispose of the same, to borrow money and execute notes and mortgages, to secure same, and to buy furniture, fixtures and equipment in a manner already described, and to do and perform such other functions as a corporation of a like nature will permit and perform under the laws of the State of Alabama. Article XII Section 1: The Club shall not sell alcoholic beverages.

6 Article XIII Section 1: These Articles of Incorporation may be amended at any regular or special meeting of the members of the Club upon an affirmative vote of the owners of a majority of the stock outstanding. A statement of the proposed amendment shall be first submitted to the Board of Governors at least five (5) days before the meeting and the Board of Governors shall make its recommendations thereon at the corporate meeting. The corporate charter may be amended in the same manner unless otherwise provided by law. In witness thereof, the undersigned incorporator has executed these Articles of Incorporation, on this, the xxth day of xxxx, 201x.