Mountain Ranch Community Club Official Documents
ARTICLES OF INCORPORTION OF MOUNTAIN RANCH COMMUNITY CLUB
KNOW ALL MEN BY THESE PRESENT: That we, the undersigned, have voluntarily associated ourselves together for the purpose of forming a non-profit organization under the laws of the
State of
First:
The name of this corporation is MOUNTAIN RANCH COMMUNITY CLUB
Second:
The corporation is organized pursuant to the general nonprofit corporation law or pursuant to part 1 of division 2 of title 1 the Corporation Code.
Third:
The primary purpose for which this corporation is formed is to:
Promote a better understanding of the community problems of the Mountain Ranch community district, take an active interest in developing a better Community Center, to actively participate in its maintenance and repair, promote the welfare of all residents in this district, to be non-commercial, non-sectarian, and non-partisan and to pursue any and all activities in connection with, or in any manner pertaining to the promotion and execution of those purposes.
Fourth:
No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any
political campaign (including the publishing or distribution of an statements) on behalf of any candidate
for public office. To carry out the provisions above, the corporation is empowered to do the following:
1. To purchase, acquire, underwrite, hold, mortgage, pledge, hypothecate, exchange, transfer, sell, deal in and dispose of stocks, bonds evidences of indebtedness and other securities of any corporation, association, partnership, syndicate, entity, trust, person or governmental, municipal or public authority, domestic or foreign, and evidences of interest in and in respect to any such securities, and all right, powers and privileges of ownership therein, including the right to vote thereon.
2. To borrow money, issue notes and/or other obligations, from time to time, for any of the objects or purposes of this corporation, and, when deemed necessary, to secure the same by mortgage, pledge or deed of trust on the property of this corporation, or any part thereof, and to draw, make, cknowledge and endorse, discount and execute and issue promissory notes, bills of exchange, warrants and any other negotiable or non-negotiable or transferable instruments, and secure the same by pledge or mortgage of the whole or any part of the property of this corporation.
3. To enter into, make, perform and carry out contracts of any kind or nature for any lawful purposes with any corporation, association, partnership, trust, syndicate, entity, person, or governmental, municipal or public authority, domestic or foreign.
4.
To conduct business, hold meetings of directors and members
and have an office or offices in the State of
5. To do all and everything permitted by law for the accomplishment of the foregoing purposes, or otherwise, or which may be calculated, directly or indirectly, to promote the interests of this corporation, or to enhance the value of its property: provided, however, that this corporation shall not, except to an unsubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this corporation.
The foregoing definition of the purposes, objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner whatsoever, within the purview of law to nonprofit corporations, the powers of the corporation.
Fifth:
The place in the State of
Sixth:
The general management of the affairs of this corporation shall be under the control, supervision and direction of the board of directors, and the names and addresses of the persons who are to act in the capacity of directors and the Board of Directors of the corporation until election of their successors are:
Name Address
1.
2.
3.
4.
Seventh: By-Law Provisions.
A. Directors: The manner in which Directors shall be chosen and removed from office, their qualifications, powers, duties, compensation, and tenure of office, the manner of filling vacancies on the board, and the manner of calling and holding meetings of Directors, shall be as stated in the by-laws.
B. On the dissolution or winding up of the corporations its assets remaining after payment of, or provision for payment of, all debs and liabilities of this corporation, shall be distributed to a public agency or to a non- profit fund, foundation, or corporation which is organized and operated exclusively for charitable or educational purposes and which has established its tax exempt status under Section 501(c) (3) of the Internal Revenue Code.
C. If this corporation holds any assets on trust, or the corporation is formed for charitable purposes, such assets shall be disposed of in such manner as may be directed by decree of the superior court of the county in which the corporation has its principal office, on petition there for by the Attorney General or by any person concerned in the liquidation, in a proceeding to which the Attorney General is a party.
IN WITNESS WHEREOF, we the undersigned, being all the persons named in these articles of Incorporation
as directors of the corporation, have here unto set our hands and seals as of ___day___________ 2004
ARTICLE FILED
NOVEMBER 17, 1977
#832469
ATTACHMENT TO APP.1024
OFFICE OF THE SECRETARY OF STATE: BILL JONES
STATE OF
SIGNED BY: DEPUTY JAMES E. HARRIS
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CERTIFCATE OF AMENDMENT OF ARTICLES OF INCORPORATION
MOUNTAIN RANCH COMMUNITY CLUB
The undersigned certify that:
- They
are the President and the Secretary, respectively, of the Mountain Ranch
Community Club, a
- The Articles of Incorporation of this corporation are amended and restated in full to read as follows:
First Article: “The name of this corporation is MOUNTAIN RANCH COMMUNITY CLUB.”
Second Article: “This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purpose. This corporation elects to be governed by all the provisions of the Nonprofit Corporation Law of 1980 not otherwise applicable to it under part 5.”
Third Article: “This organization is organized exclusively for charitable and educational purposes under section 501(C)(3) of the Internal Revenue Code or corresponding sections of any future federal tax code.”
Fourth Article: “The primary purposes for which this corporation is formed are to support the advancement of education; erect and maintain public buildings, monuments, and works; lesson the burdens of government; lesion neighborhood tensions and combat community deterioration and juvenile delinquency, within the meaning of section 501(C)(3)” Specifically this includes action to:
(1)Promote a better understanding of the community problems of the Mountain Ranch community district,
(2)Take an active interest in developing a better Community Center (Town Hall) and community Park buildings, grounds and programs, including facility maintenance and repair,
(3) Promote the welfare of all residents within the Mountain Ranch Community District,
(4) Remain non-commercial, non-sectarian, and non-partisan; and
(5) Pursue any and all activities in connection with, or in any manner pertaining to the promotion and execution of those purposes.
Fifth Article: No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation. The corporation shall not participate or intervene in any political campaign (including the publishing or distribution of any statements or endorsements) on behalf of any candidate for public office.
Sixth Article: “Subject to any limitations contained in the articles or bylaws and to comply with other provisions of this division and other applicable laws, the corporation shall have all the powers of a natural person including, without limitation the power:
1. To purchase, acquire, underwrite, hold, mortgage, pledge, hypothecate, exchange, transfer, sell, deal in and dispose of stocks, bonds evidences of indebtedness and other securities of any corporation, association, partnership, syndicate, entity, trust, person or governmental, municipal or public authority, domestic or foreign, and evidences of interest in and in respect to any such securities, and all right, powers and privileges of ownership therein, including the right to vote thereon.
2. To borrow money, issue notes and/or other obligations, from time to time, for any of the objects or purposes of this corporation, and, when deemed necessary, to secure the same by mortgage, pledge or deed of trust on the property of this corporation, or any part thereof, and to draw, make, acknowledge and endorse, discount and execute and issue promissory notes, bills of exchange, warrants and any other negotiable or non-negotiable or transferable instruments, and secure the same by pledge or mortgage of the whole or any part of the property of this corporation.
3. To enter into, make, perform and carry out contracts of any kind or nature for any lawful purposes with any corporation, association, partnership, trust, syndicate, entity, person, or governmental, municipal or public authority, domestic or foreign.
4. To
conduct business, hold meetings of directors and members and have an office or
offices in the State of
5. To do all and everything permitted by law for the accomplishment of the foregoing purposes, or otherwise, or which may be calculated, directly or indirectly, to promote the interests of this corporation, or to enhance the value of its property: provided, however, that this corporation shall not, except to an unsubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this corporation.
The foregoing definition of the purposes, objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner whatsoever, the powers of the corporation, within the purviews of nonprofit Public Benefit Corporation Law.”
Seventh Article: The principal office for the transaction of
the business of the corporation shall be located in the
Eighth Article: The general management of the affairs of this corporation shall be under the control, supervision and direction of the board of directors.”
Ninth Article: By-Law Provisions.-
A Directors: The manner in which Directors shall be chosen and removed from office, their qualifications, powers, duties, compensation, and tenure of office, the manner of filling vacancies on the board, and the manner of calling and holding meetings of Directors, shall be as stated in the by-laws.
B. On the dissolution or winding up of the corporations its assets remaining after payment of, or provision for payment of, all debs and liabilities of this corporation, shall be distributed to a public agency or to a non- profit fund, foundation, or corporation which is organized and operated exclusively for charitable or educational purposes and which has established its tax exempt status under Section 501(C) (3) of the Internal Revenue Code.
C. If this corporation holds any assets on trust, or the corporation is formed for charitable purposes, such assets shall be disposed of in such manner as may be directed by decree of the superior court of the county in which the corporation has its principal office, on petition there for by the Attorney General or by any person concerned in the liquidation, in a proceeding to which the Attorney General is a party.”
- The foregoing amendment of the Articles of Incorporation has been duly approved by the boar od directors.
- This amendment to the Articles of Incorporation for the Mountain ranch Community Club is adopted to conform with the description of a nonprofit Public benefit Corporation, pursuant to section 9913 of the California Corporation code and ?Section 501(C)(3) of the Internal revenue Service Code, and has been duly approved by the membership.
We further declare under penalty of perjury under the laws
of the State of
Dated: _July__________2008____________
Estella Moulton, Secretary
Constitution and By-Laws of Mountain Ranch Community
Club
Article I
- Name
The name of this Association shall be “Mountain Ranch Community Club.”
Article II
- Purpose
Section 1. This Association is organized pursuant to the General Nonprofit Corporation Law.
Section 2. The purpose of this Association shall be to promote the general
welfare of the community of Mountain Ranch and the surrounding areas; specifically: educational, recreational, and charitable needs.
Section 3. The Mountain Ranch Community Park and Scholarship Fund were created by, and are part of, the Mountain Ranch Community Club; as such, their financial activities must be reported to the Treasurer, and their governance is subject to periodic review and approval by the Executive Board of the Mountain Ranch Community Club.
Article III - Policy
Section 1. It shall be the policy of this Association to maintain the Mountain Ranch Community Hall ( also referred to as "Town Hall" or "Community Hall" ), the Scholarship Fund, and the Community Park.
Section 2. This Association shall be non-commercial, non-sectarian, and non-partisan.
Section 3. The Executive Board may approve donations from the Mountain Ranch Community Club to other charitable and nonprofit organizations in the amount up to
$150.00, and to individuals in the amount up to $100.00. Donations in larger amounts
must be approved by vote of the Membership.
Article IV
- Membership and Dues
Section 1. Any person interested in furthering the objectives for which this Association is organized shall become a Member upon payment of dues.
Section 2. The annual dues shall be determined by a vote of the Membership, and shall be payable in advance on or before January 1st of each year.
Section 3. Renewal dues shall be paid to the Treasurer. New Members shall pay their dues to the Membership Chair. The Membership Chair shall pursue all unpaid dues.
Article V -
Officers and Duties
Section 1. - Officers
The elected Officers of this Association shall be:
v President
v Vice-President
v Secretary
v Treasurer
Section 2. -
Duties
(A) The President and the Treasurer shall have the authority to jointly approve emergency expenses up to $500.00. Payments over that amount shall require the approval of the Executive Board.
(B) The President, Vice-President, and Treasurer shall have the authority to write and sign checks
(C) The President shall preside at all meetings of the Association and of the Executive Board, and shall be Ex-Officio Member of all Committees, except the Nominating Committee.
(D) The Vice-President shall perform the duties of the President in his/her absence.
(E) The Secretary shall keep and accurate record of the proceedings of all meetings of the Association. Minutes of each General Meeting are to be posted at the next Regular Meeting.
(F) The Treasurer shall receive all moneys, and shall deposit them in the name of the Association at a bank approved by the Executive Board, pays the bills, keep an itemized account of receipts and disbursements, and post a written report at regular business meetings. And with the President shall co-sign all checks.
(G) When an Officer or Board Member fails to attend three meetings without an adequate excuse, the Executive Board may declare such position vacant, and the Officer or Board Member will be notified by the President.
(H) Any short-term absence of an elected Officer will be filled by the Executive Board.
(I) The Audit Report shall be presented to the Membership annually.
Article VI
- Trustees and Their
Responsibilities
Section 1. Property and dissolution of the property of this Association is irrevocably dedicated to religious, charitable, scientific, or hospital purposes and upon the liquidation, dissolution, or abandonment of the owner will not inure to the benefit of any private person except a fund, foundation, or corporation organized and operated for religious, hospital, scientific or charitable purposes.
Section 2. Trustees and their successors will have the final say on the running of the Community Hall. They have the right at any time to step in and take back the management and running of the Community Hall, if in their opinion, it is not being run in the best interests of the people of Mountain Ranch.
(Reference letter dated 12/3/1963 Orrin K. Airola, Attorney at Law.)
Article VII
- Selection of Candidates for
Trustee
1. Candidates for the position of Trustee may be proposed by the President of the Mountain Ranch Community Club to Executive Board at a regularly scheduled Board Meeting.
2. The Executive Board may approve or disapprove candidates for Trustee by a majority vote.
3. The President will then approach the candidates, in order of preference, as indicated by the vote of the Board.
4. The candidates will indicate their acceptance of the responsibilities of Trustee by placing their signature and date on the “Appointment of Trustee” form.
5. The original “Appointment of Trustee” must be signed and dated by a Judge of the Superior Court of Calaveras County.
6. The original signed copy of a Trustee’s Appointment and Acceptance of Duties will be filed in the Calaveras County Office of the County Clerk.
7. Resignation of a Trustee may be accepted by the Executive Board of Mountain Ranch
Community Club when a signed ”Resignation Form” is presented to them at a regular Board Meeting.
8. A Trustee will be replaced, following the above steps, as stated in the original Indenture dated January 2, 1932:
"a) upon their death (b) being unable to fulfill their duties".
Article VIII
- Meetings
Section 1. Regular business meetings of the Association shall be held monthly,
except during the months of January and July unless, otherwise, ordered by the Association or Executive Board.
Section 2. The voting body shall consist of those Members whose dues are paid, and who have been Members for at least 30 days.
Section 3. A quorum shall consist of 20 Members,or 20% of Members in good standing, whichever is less.
Article IX - Executive Board.
Section 1. The Executive Board shall consist of eleven Members; four elected Officers of the Association, immediate Past President, and six Standing Committee Chairpersons.
Section 2.
A. The Standing Committee Chairpersons shall be: Hall Manager, Hall Maintenance Manager, Kitchen Manager, Membership Chair, Program Manager, and Webmaster.
B. The Park Committee Chairperson must be a member of the Mountain Ranch Community Club, and should be reaffirmed each January, or a new Appointee.
C. The Park Treasurer is to keep Mountain Ranch Community Club Treasurer informed of their income.
D. The Scholarship Fund is part of Mountain Ranch Community Club, and a Club Member must be on their Committee,
E. The Scholarship Fund Treasurer is to keep Mountain Ranch Community Club Treasurer informed of their income.
Section 3. Special Committee Chairs may be asked to attend Executive Board meetings when their Committee is active.
Section 4. The Executive Board shall have the general supervision of the affairs of the Association between its meetings. It shall create such committees, as are deemed necessary, to carry on the work of the Association. The term of office of the Standing Committee Chairs will be until their successors are appointed. The Executive Board shall fill all vacancies in office, including that of the President. The Board is subject to the orders of the Association, and shall take its direction from the Association Membership.
Section 5. Regular Meetings of the Executive Board shall be held monthly. Special Meetings of the Executive Board shall be called for by the President. A majority of the voting Members shall constitute a quorum.
Section 6. Married couples may not both hold a voting Board seat.
Article X - Nominations
and Elections
Section 1. The Nominating Committee shall report at the
October General Meeting, at which time nominations may also be made from the
floor, provided the Nominees are present and have given their consent.
Section 2. Officers shall be elected in November to serve until their successors are elected. They shall assume their duties January 1st of each year. No Member shall be eligible for an elected office without having been a Member for 30 days.
Section 3. Election shall be by ballot, except where there is but one Nominee for the office, in which case the ballot may be dispensed with, and election shall be by voice vote.
Section 4. Standing Committee Chair must be a Member for 30 days before assuming duties. Committee Chairs that are not Club Members by choice, shall be designated Honorary Members for the year ending December 31st.
Article XI
- Parliamentary Authority
“Roberts Rules of Order Newly Revised” shall be the authority on all points not covered by these By-Laws, and is to be kept in the President(s) File.
Article XII
- Amendments
These By-Laws may be amended by a two-third (2/3) vote of those members attending any regular General Meeting, provided notice was given at the previous regular General Meeting.
Revision of By-Laws:
March 1998
November 1999
January 2001
March 2004
October 2007
March 2010
Jim Eckland
Oran Johnson
Barbara Pollard
501(c)(3) Organization EIN #68-0437392
Mountain Ranch Community Club Standing
Rules
Revised March 2010
- For advertising purposes the Community Club Building may be referred to as
"Town Hall" or "Community Hall".
- Annual Dues are $10.00 per person for the year 2010.
- Executive Board Members are pre-approved for purchasing needed supplies. They must supply a receipt to the Treasurer. Other non-emergency supplies must be approved by the Executive Board.
- When an event is held as a fund raiser, the Treasurer may advance funds up to $100.00 to the Chair, without Board approval.
5. The Community Hall will be available for charitable use by responsible parties at the discretion of the Hall Manager. A refundable clean-up and damage fee will be collected, to insure proper clean up and the repair of potential damage.
6. The Hall Manager may accept donations on behalf of the Club Treasurer.
7. Public Address (PA) equipment, tables, and padded chairs shall not leave the building. No exceptions. Metal chairs may be loaned out at the discretion of the Hall Manager.
8. Monies earned from fund raisers must be given promptly to the Treasurer along
with a cash flow report.
9. A written report of a fund raising event containing the names of Chairperson, and
an outline of procedures shall be given to the President for future use.
10. Outstanding efforts and contributions made by Club Members shall be recognized, and their names will be engraved on the "Appreciation" wall plaque.