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ARTICLES OF ASSEMBLY of |
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Phyllis H. Nowlen, the undersigned natural person of the age of eighteen (18) years, or more, acting as assembler for the purpose of forming AMERICAN FREEDOM FUSION ASSEMBLY (herein referred to as the ASSEMBLY OR AFFA), as a non-profit assembly under the Wyoming Nonprofit Assembly Act, adopts the following Articles of Incorporation for the Assembly (Title 35, Chapter 2, Wyoming Code Annotated). ARTICLE I The name of this Assembly shall be AMERICAN FREEDOM FUSION ASSEMBLY. ARTICLE II The street and mailing address of the initial registered office of the Assembly in Montana is:
and the name of its initial registered agent at said address is Anthony Mcllvain Ostheimer. Signature of Registered Agent ____________________ ARTICLE III The name and address of the Assembler is:
ARTICLE IV The Assembly will have members and the initial members will be Anthony Mcllvain Ostheimer and Phyllis H. Nowlen. The Bylaws may make additional provisions with regard to the members of the Assembly including the manner of admission to membership. ARTICLE V The Assembly is a public benefit ASSEMBLY and not for profit. ARTICLE VI The purpose or purposes for which the assembly is organized are as follows: Said Assembly is organized exclusively for charitable, educational, and scientific [continues ] AFFA Articles of Assembly, page 1 of 3. purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. In carrying out these purposes, the purpose of the Assembly will be to study, preserve and restore the unique Constitutional Republic system of governance the Founding fathers first established on the North American Continent from 1775 to 1793, to award and fund scholarships and internships for worthy students, to provide research into rapid transition from fossil fuels to clean and green alternative and renewable energy sources, and to study and recommend other plans of action appropriate to the 21st Century; to provide facilities for vocational-technical education; to conduct and sponsor scientific research in the field of alternative energy generation and usage; to conduct and sponsor scientific research in the field of mans relationship to his total environment and the inter-relationship of man with the various political systems throughout history; to educate and inform the public and government agencies of the impact of environmental pollution on society; to research into and conduct scientific observation of biological methods of combating noxious invading weed species; to disseminate knowledge and understanding of ways and means of conserving balanced ecologies and life systems; and to provide facilities and training for technicians in stream biology and wildlife, noxious weed control, and environmental sciences. No part of the net earnings of the Assembly shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Assembly shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the Assembly shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Assembly shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the Assembly shall not carry on any other activities not permitted to be carried on: (a) by any organization exempt from federal income tax under section 501 (c)(3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code. Upon the dissolution of the Assembly, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for the public purpose. Any such assets not disposed of shall be disposed of by the Montana District Court of the county in which the principle office of the Assembly is then located, exclusively for the purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. ARTICLE VII The corporation shall be operated in a manner that prevents it from being a private [continues ] AFFA Articles of Assembly, page 2 of 3. |
foundation within the meaning of Section 609 of the Internal Revenue Code and its regulations as such Section and regulations now exist or may hereafter be amended or under corresponding laws and regulations hereafter adopted; provided, however, that in the event the objects, purposes and business of the assembly cannot be accomplished unless the assembly is operated as a private foundation, it shall not be operated in violation of the following limitations, restrictions and prohibitions: A. The Assembly shall distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed Income imposed by Internal Revenue Code Section 4942 or the corresponding section of any future federal tax code. B. Further, the Assembly shall not engage in any act of self-dealing as defined in Internal Revenue Code Section 4941 (d) or the corresponding section of any future federal tax code, nor retain any excess business holdings as defined in Internal Revenue Code Section 4943(c) or the corresponding section of any future federal tax code, nor make any investments in such manner as to incur tax liability under Internal Revenue Code Section 4944 or the corresponding section of any future federal tax code, nor make any taxable expenditures as defined in Internal Revenue Code Section 4945(d) or the corresponding section of any future federal tax code. ARTICLE VIII Directors. All directors must be individuals. The number of directors constituting the initial Board of Directors of the Corporation is three (3). The number of directors may be increased or decreased, but to not fewer than three (3), from time to time by amendment to these Articles or in the manner prescribed in the bylaws. ARTICLE IX Limitation of Directors Liability. To the extent permitted by the Wyoming Nonprofit Assembly Act, directors of the Assembly shall not be liable to the Assembly or members of the Assembly for monetary damages for breach of a directors duties to the Assembly and its members, provided that the liability of a director shall not be limited or eliminated for: (a) a breach of the directors duty of loyalty to the Assembly or its members; (b) acts or omissions not in good faith or that involve an intentional misconduct or a knowing violation of law; (c) a transaction from which a director derived an improper personal economic benefit; (d) under 35-2-418, 35-2-435 or 35-2-436, W.C.A.; or (e) as otherwise provided in the Assemblys bylaws. IN WITNESS WHEREOF, Phyllis H. Nowlen, the undersigned, makes, executes and files these Articles of Assembly for the objects and purposes stated herein, and accordingly hereunto sets her hand this 26th day of March, 2004. ____________________ AFFA Articles of Assembly, page 3 of 3. |
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BYLAWS of |
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ARTICLE I. NAME The name of the organization shall be American Freedom Fusion Assembly. ARTICLE II. PURPOSE AND MISSION AFFAs mission and purpose is to study, document, preserve, and restore the American Constitutional Republic; to help preserve intact all of We The Peoples GOD-given and Constitutionally-protected Rights, to provide facilities for vocation and technical education; to conduct and sponsor scientific research in the field of alternative energy generation and usage; to conduct and sponsor research in the field of mans relationship to his total environment, and the inter-relationship of man with the present 2 party political system; to educate and inform the public and government agencies of the impact of mainstream media and environmental pollution on society and upon the environment; to research into and conduct scientific observation of biological methods of combating noxious invading weed species in NW Montana from their main source, the secretive original conspiracy theorists and planners called the Bilderberg Cult; to disseminate knowledge and understanding of ways and means of conserving balanced political systems and ecologies and life systems; and to provide facilities and training for technicians in human affairs, political science, and self government, and to select timely political messages from time to time which need dissemination and promulgation. ARTICLE III. RULES A. No part of the net earnings or profit of the AFFA shall inure to the private benefit of the Assemblys members, trustees, or officers, or to any member of their families, or to any particular individual, nor shall the Assembly aid any organization or corporation conducted for the private benefit of or profit of its stockholders, but the activities and all aid of the Assembly shall be only for the purposes herein before set forth. B. No part of the activities of the Assembly shall be the carrying on of propaganda or otherwise attempting to influence legislation. The Assembly shall not participate or intervene financially in any political campaign on behalf of any candidate for public office, however it shall be free to peaceably assemble for any lawful purpose. C. In the event of the liquidation, dissolution, or winding up of the Assembly, whether voluntary or involuntary, or by the operation of law, the assets of the Assembly, including any income or other property which shall not heretofore have been distributed in furtherance of the Assemblys purposes, shall be distributed to such non-profit fund, foundation, or corporation that is organized and operated exclusively for historical research and preservation, and/or scientific research and education in the field of ecology, which is a qualifying exempt organization for federal tax purposes, as the then existing Board of Trustees may determine to be best suited to the accomplishment of the purposes of the Assembly. ARTICLE IV. REGISTERED OFFICE AND SEAL A. The Assembly shall be its own registered agent and its registered office shall be at:
B. The Board of Trustees shall provide a seal which shall be in the form they later determine. AFFA Bylaws, page 1 of 8. ARTICLE V. MEMBERSHIP A. ELIGIBILITY Any person, without restriction as to race, religion, color, age, or sex, who desires to become a member of the AFFA, will automatically be granted membership upon their submission of a membership registration form and the payment of annual dues, if any. B. CLASSES OF MEMBERSHIP The AFFA shall have the following classes of membership: Student, Individual, Family, Life, Donor, Founder or Charter, and Honorary. Rosters of the current membership classes shall be maintained by or under the direction of the Secretary. The characteristics, class names, and annual dues payable by each of these classes of membership shall be determined by the Board of Trustees. ARTICLE VI. MEETINGS A. ANNUAL MEETINGS An annual meeting of the members, for the transaction of such business as may properly come before the meeting, shall be held on the first Monday in July at such place and at such time as the Board of Trustees shall each year fix. B. SPECIAL MEETINGS Special meetings of the members, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Trustees or the chief executive officer and shall be held at such place, on such date, and at such time as they or he shall fix. C. NOTICE OF MEETINGS Written notice of the place, date, and time of all meetings of the members shall be given not less than ten nor more than fifteen days before the date on which the meeting is to be held. Notice of meetings may be given via letter, FAX, electronic mail, or any similar printable means as the Board of Trustees may designate. D. QUORUM At any meeting of the members, twenty per cent (20%) of all the members entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. If a quorum should fail to attend any meeting, the chairman of the meeting or the majority of the members entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time. If a notice of any adjourned special meeting of members is sent to all members stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting. AFFA Bylaws, page 2 of 8. E. ORGANIZATION FOR MEETINGS The president shall call to order any meeting of the members and act as chairman of the meeting. In the absence of the president, such person as the Board of Trustees may have designated, or in the absence of such person, the highest ranking officer of the Assembly who is present shall call the meeting of the members to order and act as chairman of the meeting. The secretary shall act as secretary of the meeting. In the absence of the secretary, the secretary of the meeting shall be such person as the chairman of the meeting appoints. F. CONDUCT OF BUSINESS All meetings of members shall be conducted in accordance with the current edition of ROBERTS RULES OF ORDER. G. PROXIES AND VOTING At any meeting of the members, every member may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. Each member shall have one vote. All voting, except where otherwise required by law, may be by a voice vote, provided, however, that upon demand therefore by a member entitled to vote or his proxy, a ballot vote shall be taken. Each ballot shall state the name of the member or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballot shall be counted by an inspector of elections appointed by the chairman of the meeting. Except as otherwise required by law, all matters shall be determined by a majority of the votes cast. H. MEMBERSHIP LIST A complete list of members arranged in alphabetical order and showing the address of each member, shall be open to the examination of any member, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The membership list shall also be kept at the place of the meeting during the whole time thereof and shall be open to examination of any such member who is present. This list shall presumptively determine the identity of the members entitled to vote at the meeting. ARTICLE VII. BOARD OF TRUSTEES A. NUMBER AND TERM OF OFFICE The number of trustees who shall constitute the whole board shall be such number not less than three nor more than five, as the Board of Trustees shall at the time have authorized, and each trustee shall be elected for a term of two years and until his successor is elected and qualified, except as otherwise provided herein or required by law. AFFA Bylaws, page 3 of 8. B. [TO BE SUPPLIED] C. [TO BE SUPPLIED] D. [TO BE SUPPLIED] E. [TO BE SUPPLIED] F. [TO BE SUPPLIED] G. [TO BE SUPPLIED] H. [TO BE SUPPLIED] AFFA Bylaws, page 4 of 8. |
The Board of Trustees may exercise all such powers as are conferred upon the Assembly in the Certificate of Assembly. The Board of Trustees alone shall have the power to transact the business of the Assembly, elect the officers, appoint the director-advisors, and appoint committees. No item of business may be brought before the members of the Assembly or may be voted upon by the members of the Assembly without the prior express approval of the Board of Trustees. I. COMPENSATION OF TRUSTEES Trustees shall not receive any compensation for their services as trustees, including, without limitation, their services as members of committees of the trustees. Trustees may, however, be reimbursed by the Assembly for their reasonable expenses incurred in the performance of their duties as such trustees. ARTICLE VIII. DIRECTOR-ADVISORS A. ELIGIBILITY Persons such as historians, scientists, educators, researchers, inventors, agronomists, sponsors, donors, and others capable of making special or significant contributions to the Assembly by the offering of their skills or knowledge or by their ability to help, may be appointed to the Board of Director-Advisors. B. MEMBERSHIP AND APPOINTMENT Director-Advisors may be nominated by the trustees, other Director-Advisors, by the members at large, or by a candidates self-nomination, and shall thereafter be considered for election by the Board of Trustees, provided, however, that the maximum number of members of the Board of Director-Advisors shall not exceed twenty-five persons. Every Trustee shall also be a member of the Board of Director-Advisors, and shall be included in computing the twenty-five member maximum of the board. C. REGULAR MEETINGS Regular meetings of the Board of Director-Advisors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Director-Advisors or by the Board of Trustees and published among all director-advisors. A notice of each regular meeting shall not be required. D. SPECIAL MEETINGS Special meetings of the Board of Director-Advisors may be called by the Board of Trustees or by the chief executive officer and shall be held at such place, on such date and at such time as they or he shall fix. Notice of the place, date and time of each special meeting shall be given each director-advisor by written notice not less than three days before the meeting or by telegraphing or telephoning the same not less than twenty-four hours before the meeting. E. QUORUM At any meeting of the Board of Director-Advisors, one-third of the total number of the whole board, but not less than two, shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof. AFFA Bylaws, page 5 of 8. ARTICLE IX. [TO BE SUPPLIED] ARTICLE X. [TO BE SUPPLIED] A. [TO BE SUPPLIED] B. [TO BE SUPPLIED] AFFA Bylaws, page 6 of 8. C. VICE PRESIDENT The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president, and shall perform such other duties as the Board of Trustees shall prescribe. D. SECRETARY The secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the members and the Board of Trustees. He shall have charge of the Assembly books. E. TREASURER The treasurer shall have the custody of all monies and securities of the Assembly and shall keep regular books of account. He shall make such disbursements of the funds of the AFFA as are proper and shall render from time to time an account of all such transactions and of the financial condition of the AFFA. F. DELEGATION OF AUTHORITY The Board of Trustees may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof. G. COMPENSATION The officers of the Assembly may receive such reasonable compensation for then- services as the Board of Trustees may determine, and may be reimbursed by the corporation for their reasonable expenses incurred in the performance of then- duties. H. REMOVAL Any officer of the Assembly may be removed at any time, with or without cause, by the Board of Trustees. I. ACTION WITH RESPECT TO SECURITIES OF OTHER ORGANIZATIONS Unless otherwise directed by the Board of Trustees, the president shall have power to vote and otherwise act on behalf of the AFFA, in person or by proxy, at any meeting of stockholders of or with respect to an action of stockholders of any other organization in which this AFFA may hold securities and otherwise to exercise any and all rights and powers which this AFFA may possess by reason of its ownership of securities in such other organization. ARTICLE XI. NOTICES A. NOTICES Whenever notice is required to be given to any trustee, director-advisor, officer, or member, such requirement shall not be construed to mean personal notice. Such notice may in every instance be effectively given by depositing a writing in a post office or letter box, in a postpaid, sealed wrapper, or by dispatching a prepaid telegram, or by sending a prepaid FAX, or by sending an electronic mail (e-mail) letter, addressed to such trustee, director-advisor, officer, or member, at his or her address as the same appears in the books of the Assembly. The time when such notice is dispatched shall be the time of the giving of the notice. AFFA Bylaws, page 7 of 8. B. WAIVERS A written waiver of any notice, signed by a trustee, director-advisor, officer, or member, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such trustee, director-advisor, officer, or member. Neither the business nor the purpose of any meeting need be specified in such a waiver. ARTICLE XII. MISCELLANEOUS A. FACSIMILE SIGNATURES Facsimile signatures of any officer or officers of the Assembly may be used wherever and as authorized by the Board of Trustees. B. ASSEMBLY SEAL The Board of Trustees may provide a suitable seal, containing the name of the Assembly. The secretary shall be in charge of the seal. C. RELIANCE UPON BOOKS, REPORTS, AND RECORDS Each trustee, each member of any committee designated by the Board of Trustees, each officer, and each director-advisor, of the Assembly shall, in the performance of his duties, be fully protected by relying in good faith upon the books of account or other records of the Assembly, including reports made to the Assembly by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care. D. FISCAL YEAR The fiscal year of the Assembly shall terminate at the end of business on the last day of June and the following fiscal year shall begin on the next day thereafter. ARTICLE XIII. AMENDMENTS A. AMENDMENTS These bylaws may be amended, suspended, or repealed by the Board of Trustees at any meeting. The foregoing Bylaws were adopted by the organizer on ____________________ , 2008. In witness whereof, the organizer has hereunto _____ th day of __________ , 2008. ____________________ ____________________ (witness seal) AFFA Bylaws, page 8 of 8. |
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