AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
THE EVENTING ASSOCIATION OF MICHIGAN, INC.
ARTICLE I
CORPORATION
1.1
Name. The name of the corporation is “The Eventing Association of Michigan, Inc.,”
and by such name it shall be known as a body corporate and its duration shall be perpetual.
1.2
Place of Business. The corporation shall have as its principal place of business: 1029
Stony Point Blvd., Rochester, Michigan 48307, and may have such other places of business as
the Board of Directors may, from time to time, determine.
ARTICLE II
PURPOSE
2.1. General Purposes. The purposes for which this non-profit corporation, hereinafter called
“The Eventing Association of Michigan, Inc.,” are formed are: to conduct activities, either
directly, through related organizations or in cooperation with organizations exempt from tax
under Section 501(c)(3) of the Internal Revenue Code of 1986, or comparable provisions of
subsequent legislation (the “Code”), in order to do any of the following (subject to all limitations
on the nature or extent of such activities applicable, from time to time, to organizations exempt
from tax under Section 501(c)(3) of the Internal Revenue Code of 1986):
A.
To promote and encourage the sport of eventing in Michigan.
B.
To provide an organization to acknowledge certain eventing competitions in the
State of Michigan.
C.
To provide information and educational material relative to the sport of eventing.
2.2
Nonprofit Operation. The corporation shall be operated exclusively for charitable,
scientific and educational purposes as a nonprofit corporation. No individual member or
Director of the corporation shall have title to or interest in any corporate property or earnings in
his or her individual private capacity, and no part of the net earnings of the corporation shall
inure to the benefit of any Director, Officer, individual member or any private individual.
Neither substantial part of the activities of the corporation shall consist of carrying on
propaganda or otherwise attempting to influence legislation, nor shall the corporation participate
in or intervene in any political campaign on behalf of (or in opposition to) any candidate for
public office.
ARTICLE III
BASIS OF ORGANIZATION
The corporation is organized on a Directorship basis. The business and affairs of the corporation
shall be managed by the Board of Directors which shall be the governing body of the
corporation.
ARTICLE IV
ADDRESS
The address of the registered office and of the registered agent of the corporation in the State of
Michigan is: Ray Venoski, 1029 Stony Point Blvd., Rochester, MI 48307.
ARTICLE V
NO ISSUANCE OF STOCK
The corporation shall have no capital stock.
ARTICLE VI
MEMBERSHIP
Membership in the corporation begins and is the manner provided in the Bylaws of the
corporation, and unless otherwise provided in the Bylaws, all rights of a member in the
corporation shall cease on termination of his or her membership.
ARTICLE VII
INDEMNIFICATION
7.1
No Personal Liability. No member of the Board of Directors of the corporation who is a
volunteer Director, as that term is defined in the Michigan Nonprofit Corporation Act (the
“Act”), and no volunteer Officer shall be personally liable to this corporation or to its
shareholders or members, if any, for monetary damages for a breach of the Director’s or
Officer’s fiduciary duty; provided, however, that this provision shall not eliminate or limit the
liability of a Director or Officer for any of the following:
A.
A breach of the Director’s or Officer’s duty of loyalty to the corporation or to its
members, if any;
B.
Acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law;
C.
D.
benefit;
A violation of Section 551(1) of the Act;
A transaction from which the Director or officer derived an improper personal
E.
An act or omission of a Director who is a volunteer Director or an act or omission
of a volunteer Officer occurring before the filing of these Articles of Incorporation;
F.
An act or omission that is grossly negligent.
7.2
The corporation hereby assumes all liability to any person other than the corporation or
its members, if any, for all acts or omissions of a Director who is a volunteer Director as defined
in the Act incurred in the good faith performance of the Director’s duties as such; provided,
however, that the corporation shall not be considered to have assumed any liability to the extent
such assumption is inconsistent with the status of the corporation as an organization described in
Section 501(c)(3) of the Internal Revenue Code or results in the imposition of tax under Section
4958 of the Internal Revenue Code.
7.3
The corporation hereby assumes the liability for all acts or omissions of a volunteer
Officer if all of the following are met:
A.
The volunteer Officer was acting or reasonably believed he or she was acting
within the scope of his or her authority.
B.
The volunteer Officer was acting in good faith.
C.
The volunteer Officer’s conduct did not amount to gross negligence or willful and
wanton misconduct.
D.
The volunteer Officer’s conduct was not an intentional tort.
E.
The volunteer Officer’s conduct was not a tort arising out of the ownership,
maintenance, or use of a motor vehicle for which tort liability may be imposed as provided in
Section 3135 of the Insurance Code of 1956, Act No. 218 of the Public Acts of 1956, being
Section 500.3135 of the Michigan Compiled Laws.
Provided, however, that the corporation shall not be considered to have assumed
any liability of a volunteer Officer to the extent such assumption is inconsistent
with the status of the corporation as an organization described in Section
501(c)(3) of the Internal Revenue Code or results in the imposition of the tax
under Section 4958 of the Internal Revenue Code.
7.4 If the Act is amended after filing this Amended Article VII to authorize the further
elimination or limitation of the liability of Directors or Officers of nonprofit corporations, then
the liability of members of the Board of Directors and of Officers of the corporation, in addition
to the limitation, elimination and assumption of personal liability contained in this Article VII
shall be assumed by the corporation or eliminated or limited to the fullest extent permitted by the
Act as so amended, except to the extent such limitation, elimination or assumption of liability is
inconsistent with the status of the corporation as an organization described in Section 501(c)(3)
of the Internal Revenue Code or results in the imposition of tax under Section 4958 of the
Internal Revenue Code. No amendment or repeal of this Article VII shall apply to or have any
effect on the liability or alleged liability of any member of the Board of Directors or Officer of
this corporation for or with respect to any acts or omissions of such Director occurring prior to
the effective date of any such amendment or repeal.
7.5
In the event of a conflict between the provisions of this amended Article VII and any
other or prior provisions of these Articles of Incorporation referring to the tax limitations on
Section 501(c)(3) organizations, the provisions of this Article VII shall govern.
ARTICLE VIII
AMENDMENTS
The Articles of Incorporation of this corporation may be changed by either written consent of a
two-thirds (2/3) majority of its members or by vote of a two-thirds (2/3) majority of those
members who are present and voting at a meeting duly called upon notice for the specific
purpose of changing the Articles.
Date Adopted: November 2002