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BY-LAWS OF

GREEN COUNTRY HAMFEST, INC.

A NON-PROFIT CORPORATION OF OKLAHOMA

October 25, 1993

 

ARTICLE I

OFFICES

 

SECTION I

Principal Office

 

  1. The principal office of the corporation in the State of Oklahoma shall be located at 3701 Stevens Avenue in the city of Sand Springs, county of Tulsa, State of Oklahoma.

 

  1. Green Country Hamfest, Inc. may maintain other offices, either within or without the State of Oklahoma, or anywhere in the world, as the Board of Directors may determine and as the affairs of the corporation may require.

 

SECTION II

Registered Office

 

The corporation shall continuously maintain in the State of Oklahoma a registered office, which may or may not be the same as the Principle Office, and may be changed from time to time by the Board of Directors.

 

SECTION III

Registered Agent

 

The corporation shall continuously maintain a registered agent whose office shall be the same as the Registered Office and shall be on file in the office of the Secretary of State of the State of Oklahoma.

 

 

ARTICLE II

MEMBERSHIP

 

Every person, firm, corporation, non-profit corporation, or other legal entity, supporting the Green Country Hamfest, Inc., by donation of goods, wares, services, merchandise, money, stocks, bonds, endowments, gifts or items of value of any and all kinds and character, upon request shall be registered as members of Green Country Hamfest, Inc., an Oklahoma non-profit corporation.Such request for membership status shall be directed to the Secretary of the corporation at the corporationís registered office.

 

Each member of the corporation having requested membership status shall receive a certificate of membership, annual reports of the corporationís activities, expenditures, newsletters, and accomplishments together with the plans of the corporation for the ensuing year.Membership is a privilege conferred by the corporation in appreciation for the support of itís members.Memberships in the corporation are non-voting memberships, with the exception of votes for election of officers of the Corporation.

 

All natural persons, firms, corporations or other entities requesting membership in the Green Country Hamfest, Inc., may make application by directing such request to the Secretary at the address of the Corporation.No person shall be denied membership because of race, color, religion, politics, minority status, sex, sexual orientation or political beliefs.

 

The Corporationís Board of Directors if necessary may require a nominal membership fee to be paid by applicants for membership provided the same is considered in the best interest of the corporation to maintain itís existence.

 

 

ARTICLE III

BOARD OF DIRECTORS

 

SECTION I

General Powers and Purpose

 

The Board of Directors shall manage all the affairs of the corporation, in accord with the Articles and Certificate of Incorporation and the stated purposes set forth therein and on file with the Secretary of State of the State of Oklahoma.

 

SECTION II

Number, Tenure and Qualifications

 

  1. The number of Directors shall be no less than three (3) nor more than seven (7), and shall be an odd number of Directors.Each Director shall hold office for a period of one (1) year or until a successor is elected and qualified or until a majority of the Board of Directors ask for a Directorís resignation, at which time a new Director shall be elected by a quorum of the remaining Directors.

 

SECTION III

Regular Annual Meetings

 

A regular annual meeting of the Board of Directors shall be held without other notice than this bylaw, notice of such meeting, specifying the time and place, either within or without the State of Oklahoma, shall be provided to each Director.The annual meeting of the Board of Directors shall be held at 7:30 P.M. on the First Monday in the Month of February each year.

 

SECTION IV

Special Meetings

 

Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors.The person or persons authorized to call special meetings may fix any place, either within or without the State of Oklahoma, as the place for any such, duly authorized Special meetings of the Board.

 

SECTION V

Notice

 

  1. Notice of any regular meeting of the Board of Directors shall be given at least ten (10) days previous thereto by written notice delivered personally or sent by mail or telegram to each Director at the address as shown by the records of the corporation.

 

  1. Notice of any special meeting of the Board of Directors shall be given at least four (4) days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the corporation.

 

  1. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with Postage thereon prepaid.

 

  1. Any Director may waive notice of any meeting.The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting.All other waivers of notices shall be in writing.

 

  1. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these by-laws.

 

SECTION VI

Quorum

 

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

 

SECTION VII

Manner of Acting

 

The act of a majority of the Directors present at a meeting at which a quorum is present shall constitute an act of the Board of Directors, unless the act of a greater number is required by law or these by-laws.

 

SECTION VIII

Vacancies

 

Any vacancy occurring on the Board of Directors, and any directorship to be filled by reason of any increase in the number of Directors, shall be elected by the Board of Directors.

 

SECTION IX

Compensation

 

  1. Directors as such shall not receive any stated salaries for their services, but, by resolution of the Board of Directors, may be allowed a fixed sum for expenses of attendance, if any, for their attendance, at any regular or special meetings of the Board of Directors.

 

  1. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

 

 

SECTION X

Informal Action by Directors

 

Any action required by law to be taken by the Board of Directors at a meeting, or any action to be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors.

 

 

ARTICLE IV

OFFICERS

 

SECTION I

Officers

 

  1. The officers of the corporation shall be President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), Secretary, Assistant Secretaries (the number thereof to be determined by the Board of Directors), Treasurer, Assistant Treasurers (the number thereof to be determined by the Board of Directors) and any other officers as may be elected in accordance with the provisions of this article.

 

  1. Any two or more offices may be held by the same person, except the offices of President and Secretary.

 

  1. The Board of Directors and elected officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, with such officers having the authority to perform the duties prescribed, from time to time, by the Board of Directors.

 

 

SECTION II

Election and Term of Office

 

  1. The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board and members of the corporation present and voting at such annual meeting.

 

  1. If the election of officers cannot be held at the regular annual meeting of the Board, such election(s) shall be held as soon thereafter as convenient but not to exceed sixty (60) days.

 

  1. New offices may be created and filled at any meeting of the Board of Directors.

 

  1. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

 

 

SECTION III

Removal

 

Any officer elected or appointed by the Board of Directors may be removed by the Board whenever, in itís judgment, the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

 

SECTION IV

Vacancies

 

A vacancy in any office because of death, resignation, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

 

SECTION V

Duties

 

  1. President Ė The President shall be the principal executive officer of the corporation and shall, in general, control all of the business and affairs of the corporation as stated and directed by the Board of Directors.

1.       The President may sign, with any proper officer of the corporation if so authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation.

 

2.       The President shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.

 

 

 

 

 

 

B.      Vice-President

1.       The Vice-President (or, in the event there be more than one Vice-President, the Vice-presidents in order of their election) shall perform the duties of the President in the event of an absence or in the event of an inability or refusal to act, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

2.       Any Vice-President shall perform such duties as from time to time may be assigned by the President or Board of Directors.

 

C.      Treasurer

1.       The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VI of these bylaws, and, in general perform all duties incident to the office of Treasurer.

 

2.       The Treasurer shall perform other such duties as from time to time may be assigned to him by the President or by the Board of Directors.

 

3.       If required by the Board of Directors, he shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

 

4.       All Assistant Treasurers shall report to the Treasurer and perform assigned duties as are prescribed by the Board of Directors or the Treasurer.

 

D.      Secretary

1.       The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose.

 

2.       The Secretary shall provide all notices in accordance with the provisions of these bylaws or as required by law.

 

3.       The Secretary shall be custodian of the corporate records and of the seal of the corporation, and affix the corporate seal to all documents requiring such, the execution of which on behalf of the corporation under itís seal is duly authorized in accordance with the provisions of these bylaws.

 

4.       The Secretary shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

 

  1. Assistant Treasurers and Assistant Secretaries

1.       Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or Secretary, by the President or the Board of Directors.

 

2.       If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such surety or sureties as the Board of Directors shall determine.

 

 

 

 

 

 

 

 

 

 

 

ARTICLE V

COMMITTEES

 

SECTION I

Committees of the Board of Directors

 

  1. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of one or more Directors, which, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of such committee so appointed, such resolution shall state the powers and purpose of such committee.There shall be at least one such standing committee known as the Scholarship Committee.The Board may appoint a committee of members not requiring a director each of which shall be a special committee and may be appointed for specific stated purpose by creating resolution of the Board of Directors.

 

  1. No such committee shall have the authority of the Board of Directors in reference to:

 

1.       Amending, altering, or repealing the bylaws;

 

2.       Electing, appointing, or removing any director or officer of the corporation;

 

3.       Amending the certificate of incorporation;

 

4.       Adopting a plan of merger, or adopting a plan of consolidation, with another corporation;

 

5.       Authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation;

 

6.       Authorizing the voluntary dissolution of the corporation or revoking proceedings therefore;

 

7.       Adopting a plan for the distribution of the assets of the corporation; or

 

8.       Amending, altering, or repealing any resolution of the Board of Directors.

 

C.      The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed by law, or by these bylaws.

 

SECTION II

Other Committees

 

  1. Other committees, not having and exercising the authority of the Board of Directors in the management of the corporation, may be designated by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present;

 

  1. Unless otherwise provided in such resolution, the President of the corporation shall appoint the members of such committee;

 

  1. Any members thereof may be removed by the person or persons authorized to appoint such member whenever, in their judgment, the best interests of the corporation shall be served by such removal.

 

 

 

 

 

 

SECTION III

Term of Office

 

Each member of a committee shall continue as such until the next annual meeting of the Board of Directors or until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

 

SECTION IV

Chairman

 

The Director appointed to a committee shall be chairman.If no Director is appointed to a committee the President shall appoint one such member as the chairman.

 

SECTION V

Vacancies

 

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

 

SECTION VI

Quorum

 

A majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee, unless otherwise provided in the resolution of the Board of Directors designating such committee.

 

SECTION VII

Rules

 

Each committee may adopt rules for itís own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.

 

 

ARTICLE VI

CONTRACTS, CHECKS, DEPOSITS and FUNDS

 

SECTION I

Contracts

 

  1. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation;

 

  1. Such authority may be general or confined to specific instances.

 

 

SECTION II

Checks and Drafts

 

  1. All checks, drafts, or order for the payment of money, notes, 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 Directors;

 

  1. In the absence of such determination, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or Vice-President of the corporation.

 

SECTION III

Deposits

 

All funds of the corporation be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

 

SECTION IV

Gifts

 

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Green Country Hamfest, Inc., corporation.

 

 

ARTICLE VII

BOOKS AND RECORDS

 

  1. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of itís Board of Directors and of itís committees having any of the authority of the Board of Directors.

 

  1. All books and records of the corporation may be inspected by any director, member or their agent or attorney for any proper purpose at any reasonable time.

 

 

 

ARTICLE VIII

FISCAL YEAR

 

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

 

 

ARTICLE IX

NOTICE

 

Whenever any notice is required to be given under the provisions of the Oklahoma Non-Profit Corporation Act or under the provisions of the certificate of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

 

ARTICLE X

AMENDMENTS TO BYLAWS

 

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the Directors present at any regular meeting, or at any special meeting, if at least three (3) dayís written notice is given of an intention to alter, amend, or repeal these bylaws or to adopt new bylaws at such meeting.

 

 

 

ARTICLE XI

DISSOLUTION

 

In the event of a unanimous vote of the Board of Directors to dissolve the Green Country Hamfest, Inc., corporation, all remaining assets after satisfaction of all obligations of the corporation shall be distributed for purposes within the code of Internal Revenue Service Code 501(c) (3), and any amendments thereof.

 

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