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