Articles of Incorporation

Anoka County Bar Association
June 8, 2006 Membership Resolution

RESOLVED, that the Articles of Incorporation of the Anoka County Bar Association, a nonprofit corporation under Chapter 317A, Minnesota Statutes, are hereby restated and amended in their entirety so as to supersede the original Articles of Incorporation, and all amendments and restatements thereof, and the Restated Articles of Incorporation shall be and read as follows:

Anoka County Bar Association
Restated Articles of Incorporation

Article 1

Name

The name of this corporation is the Anoka County Bar Association. The Anoka County Bar Association is organized under Chapter 317A of the Minnesota Statutes (the Minnesota Nonprofit Corporation Act).

Article 2

Purposes

The Anoka County Bar Association has the general purpose of engaging in any lawful activity, and specific purposes to: aid the courts in the administration of justice; apply the knowledge and experience of the profession to the public good; maintain in the profession high standards of learning, competence, ethics, and public service; and to provide a forum for the discussion of subjects pertaining to the practice of law.

Article 3

No Pecuniary Gain

The Anoka County Bar Association does not afford pecuniary gain, incidentally or otherwise, to its members.

Article 4

Period of Duration

The duration of the Anoka County Bar Association is perpetual.

Article 5

Registered Office

The registered office of the Anoka County Bar Association  is Minnesota State Bar Association, 600 Nicollet Mall #380, Minneapolis, Minnesota 55402.

Article 6

No Personal Liability

The members of the Anoka County Bar Association shall not have any personal liability for corporate obligations.

Article 7

No Capital Stock

There shall be no capital stock.

Article 8

Membership

§ 8.1. Classes

The membership shall consist of regular members as defined in the Bylaws, and such other classes of members as may be provided for in the Bylaws.

§ 8.2. Voting

Members shall have the right to vote and such other rights as identified in these Articles and Bylaws.

Article 9

Restated Articles, Procedure

§ 9.1.  Approval of amendments

Amendments to the Restated Articles must be approved by the affirmative vote of a majority of the regular members present and voting at the meeting.

§ 9.2.  Proposals for amendments

Amendments to the Restated Articles may be proposed by:

(a)  Resolution by members; or

(b)  Resolution of the Board of Directors.

§ 9.3.  Notice

Notice of a meeting of members to amend the Restated Articles shall state the time, place, and substance of the proposed amendment and shall be given to all members not more than sixty (60) nor less than thirty (30) days before the meeting.

§ 9.4  Corrections

Upon adoption of an amendment to the Restated Articles, the Secretary may correct punctuation, grammar, or numbering where appropriate in the Restated Articles, if the correction does not change meaning.

FURTHER RESOLVED, that the President and Secretary of the nonprofit corporation are hereby authorized and directed to make, execute and file for record with the Secretary of State of the State of Minnesota proper Articles of Amendment of Articles of Incorporation, setting forth the foregoing restatement and amendment, and to pay all fees in connection therewith, all as required by law.

Attest:

              ___/s/ Catherine McPherson_               __/s/ Thomas Fitzpatrick___

              ACBA Secretary 2005 – 2006                ACBA President 2005 – 2006