ORSON PRATT BROWN FAMILY ORGANIZATION
ARTICLES OF ASSOCIATION 

I.                    NAME

This Association shall be known as the ORSON PRATT BROWN FAMILY ORGANIZATION, hereafter referred to as the Association.
 

II.                 LOCATION

The principal office of the Association that shall be located in the city of ________________, County of _________________, State of _______________
 

III.               DURATION

The period of duration for the Association shall be perpetual unless sooner terminated by law or dissolution (see Article XII).
 

IV.            PURPOSES OF THE ASSOCIATION

A.  The Association is organized for the primary purpose of providing a vehicle by which the descendants and spouses of descendants of Orson Pratt Brown may organize and promote family ties and foster among its members love, loyalty and companionship.

B.  In addition, the Association is to teach the family history of Orson Pratt Brown, and his wives:  Martha Diana Romney, Jane Bodily Galbraith, Elizabeth Graham MacDonald, Eliza Skousen, and Angela Gabaldón, their ancestors and descendents.

C.     Perform genealogical research to gather all genealogical, historical, and biographical information pertaining to Orson Pratt Brown, and his wives:  Martha Diana Romney, Jane Bodily Galbraith, Elizabeth Graham MacDonald, Eliza Skousen, and Angela Gabaldón, their ancestors and descendents.

D.     To unify, accurately complete and preserve all genealogical, historical, biographical and family records pertaining to Orson Pratt Brown, and his wives:  Martha Diana Romney, Jane Bodily Galbraith, Elizabeth Graham MacDonald, Eliza Skousen, and Angela Gabaldón, their ancestors and descendents.

E.      Make available to descendents of Orson Pratt Brown, and his wives:  Martha Diana Romney, Jane Bodily Galbraith, Elizabeth Graham MacDonald, Eliza Skousen, and Angela Gabaldón, (and any other interested persons or groups) genealogical, historical, and biographical information referred to in D. above; keeping in mind that such information shall be disclosed in accordance with genealogical policies and practices on privacy, as determined by the Association.

F.      Receive and accept contributions of cash (or equivalent), property – whether real, personal or mixed, by way of gift, bequest, or devise, from any person, first, trust, corporation, limited liability company, or other entity, to be held, administered, and disposed of in accordance with the provisions of the Association.

G.     Engage in any other charitable, religious, educational, literary, or scientific purpose within the meaning of section 501 (c) (3) of the Internal Revenue Code, and agreed upon by the Association.

H.     The Association is organized exclusively for charitable, religious, educational, and scientific purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code.
 

V.            RESTRICTIONS ON ACTIVITIES

A.     No part of the net earnings, or contributions, of the Association shall inure to the benefit of, or be distributable to, its members, board members officers or other private persons, except that the Association is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the purposes set forth in Article IV (Purposes) hereof.

B.     The Association will not make any taxable expenditure as defined in section 4945 (d) of the Internal Revenue Code, or corresponding section of any future federal tax code.

C.     No substantial part of the activities of the Association shall include the carrying on of propaganda, or otherwise attempting to influence legislation.  The Association shall not participate in or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

D.     Notwithstanding any other provision of these Articles, the Association shall not carry on any other activities not permitted to be carried on by (i) an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (ii) 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, or (iii) by Section 508 (e) of the Internal Revenue Code, or corresponding section of any future federal tax code.

E.      The Association will distribute its income, if any, for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code, or corresponding section of any future federal tax code.

F.      The Association (including board members and officers) will not engage in any act of self-dealing as defined in section 4941 (d) of the Internal Revenue Code, or corresponding section of any future federal tax code.

G.     The Association will not retain any excess business holdings as defined in section 4943 (c) of the Internal Revenue Code, or corresponding section of any future federal tax code.

H.     The Association will not make any investments in such manner as to subject it to tax under section 4944 of the Internal Revenue Code, or corresponding section of any future federal tax code.
 

VI.              GOVERNING BOARD

A Governing Board (Board) shall manage the business, affairs and property of the Association.

The Board shall consist of five (5) persons (one descendent, or spouse of a descendent, from each of the five wives of Orson Pratt Brown – see Article IV B.).  One of the Board members shall serve as Chairman [Chairperson or Chair], another as Secretary, and the remaining members as Vice Chairmen [Chairpersons or Vice Chairs].  In the event a descendent, or spouse of a descendent, of one or more of the wives cannot be found to serve on the Board, the Board shall be reduced in size accordingly.

Except as otherwise required by law, none of the Board members, shall be liable for the acts or omissions of any other Board member, any predecessor, or any person retained or hired by the Board, if selected with reasonable care.

Board members are authorized to receive reasonable compensation for services rendered [?], or reimbursement for reasonable expenditures incurred in connection with the administration of the Association.
 

The INITIAL Members of the Board are: 

Chairman/Chair (Skousen):  Steven L. Petrie, 1025 East Greentree Drive, Tempe, AZ  85284,

Secretary (descendent from another wife):

Vice Chair (Romney, if not a Secretary):

Vice Chair (Galbraith, if not a Secretary):

Vice Chair (MacDonald, if not a Secretary):

Vice Chair (Gabaldon, if not a Secretary):
 

VII.            POWERS

Except as limited by Articles IV (Purposes), V (Restrictions on Activities), and XI (Governing Law) hereof, the Board shall have all the usual powers conferred by law upon such persons in every jurisdiction in which the Board may act.

The powers of the Board members are exercisable solely in the capacity of fiduciaries consistent with and in furtherance of the charitable purposes of this Association, as stated herein and not otherwise.
 

VIII.         AMENDMENTS

These Articles may be amended at any time at a duly called meeting of the Board or by written instrument.  To become effective, such amendments must receive a vote of **a majority of [or 60%] of those voting.  No amendment shall authorize the Board members or officers to conduct the affairs of the Association in any manner or for any purpose contrary to the provisions of Articles IV (Purposes) and V (Restrictions on Activities) hereof, or of Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

IX.              BYLAWS

The Board may provide Bylaws to further manage/administer the business, affairs and property of the Association in compliance with the PURPOSES OF THE ASSOCIATION (Article IV) and RESTRICTIONS ON ACTIVITIES (Article V).

X.                 MEETINGS OF THE BOARD AND THE ASSOCIATION

Periodic meetings of the Board and the Association shall be held at a time and place determined by the Board.

XI.              GOVERNING LAW

Except for its management consistent with Section 501 (c) (3) of the U.S. Internal Revenue Code, or corresponding sections of any future federal tax code, the organization and governance of the Association shall be in all respects according to the laws of the State of Arizona.

XII.            DISSOLUTION

Upon dissolution of the Association, the assets shall be distributed for one or more exempt purposes with 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 a public purpose.

Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization(s), as said court shall determine, which are organized and operated exclusively for such purposes.

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ORSON PRATT BROWN FAMILY ORGANIZATION
 BY-LAWS

ORSON PRATT BROWN FAMILY ORGANIZATION

BYLAWS

 

 

1. BYLAWS

These Bylaws are created to be consistent with, and in furtherance of, the Articles of Association of the Orson Pratt Brown Family Organization, for the proper administration of the Association.

 

2. AMENDMENTS

Such Bylaws may be amended by a majority vote of the Board at a duly called meeting or by written instrument.  To become effective, such amendments must receive a vote of **a majority of [or 60%] of those voting.  No amendment shall authorize the Board members or officers to conduct the affairs of the Association in any manner or for any purpose contrary to the provisions of Articles of Association (particularly note Articles IV {Purposes} and V {Restrictions on Activities}), or of Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

 

3. MEMBERS

Membership is open to:

A.     Descendents and relatives of Orson Pratt Brown and his wives:  Martha Diana Romney, Jane Bodily Galbraith, Elizabeth Graham MacDonald, Eliza Skousen, and Angela Gabaldon, or

B.     Spouses of the descendents and relatives, or

C.     Any other individuals with ancestors common with Orson Pratt Brown and his wives:  Martha Diana Romney, Jane Bodily Galbraith, Elizabeth Graham MacDonald, Eliza Skousen, and Angela Gabaldon, and

D.     Who is at least 16 years of age.

An individual meeting the qualifications above may become a member by submitting to the Secretary a written statement containing his/her name, address and evidence of relationship.

NOTE:  Each Member is responsible to notify the Secretary of any change of address and/or telephone number.  See 11 B. - NOTICE TO MEETINGS.  Inability to contact a Member shall be determined to be sufficient reason to drop the individual’s membership, subject to approval by the Board.

 

4. GOVERNING BODY

The Association’s Governing Board shall be referred to as the Board.  The Board shall consist of a Chairman (Chairperson or Chair), a Secretary, and three Vice Chairmen (Chairpersons or Vice Chairs) (see the Article VI of the Articles of Association.  The Chair, with the approval of the Board, may select someone to assist him/her in the routine responsibilities of the Chair.  In the event of the death, resignation, or disability of a member of the Board, the remaining members of the Board shall elect a replacement who shall serve until the next scheduled elections.
 

5. ELECTION OF BOARD MEMBERS

The Board shall be elected at a duly called meeting of the Association by those who are members of the Association.   Each member shall have one vote.  **[do you want to allow for proxy votes being cast?]

 

6. CONTRIBUTIONS

Consistent with the Articles (see Article IV F.), contributions of any kind will be accepted from members of the Association and from any person or entity interested in furthering the purposes of the Association.  Limitations, if any, will be established by the Governing Board.

 

7. BANK ACCOUNT

The Chairman (Chairperson aka Chair) shall open a bank account in the name of the Association (Orson Pratt Brown Family Organization), and maintain the account as required by the bank’s regulations.

The Chair and other members of the Board shall be authorized to sign checks.  At all times, the Chair shall be one of the authorized signatures.  In the event of the death, resignation, or disability of the Chair, the remaining members of the Board shall elect a replacement who shall serve until the next scheduled elections. As new members of the Board or officers are elected, it will be the responsibility of the Chair to submit new authorized signatures (and correspondingly delete unauthorized signatures) to the bank.

 

8. ACCOUNTING PERIOD

The Association’s fiscal year shall be January 1 through December 31.

 

9. RECORDS AND REPORTS

The Secretary shall keep all records and prepare financial reports and other reports as requested by the Board, as often as the Board requests, but at least annually.

The financial reports shall consist of a Statement of Contributions, Revenues and Expenditures, and a Balance Sheet, prepared on the cash basis, i.e., based on date of receipts and disbursements.

The Statement of Contributions, Revenues and Expenditures shall be prepared a specified period of time, at least on an annual basis (i.e. for the year ended December 31, 2xxx.  The Balance Sheet shall be prepared as of the last date of the reporting period, i.e. December 31, 2xxx.

Annual financial reports shall be completed for distribution no later than the ________ day of the month of ________, following the end of a fiscal year.  The reports shall be prepared by the Secretary and reviewed by the Chair, before distribution.

Distribution of financial reports, and any other reports deemed necessary by the Board, shall be made to all members of the Board and [… **Members? (for those interested?)]
 

10. MEETINGS

Periodic meetings of the Board and the Association shall be held at a time and place determined by the Board. [Same wording as Article X]
 

11. NOTICE OF MEETINGS

A.     Board Meetings

The Secretary shall notify members of the Board of the time and place of any meeting, including an Agenda, within 15 days of the scheduled meeting.  Business of the Board may be transacted via teleconference and/or e-mail/mail so long as the business of the Board may be properly documented and decisions properly recorded by the Secretary.

B.     Association Meetings

The Secretary shall notify members of the Association of the time and place of any meeting within 60 days of the scheduled meeting.  This notification shall be by e-mail, telephone, facsimile transmission (FAX) or regular mail, to the last known address/telephone number of the member.

An Agenda of the meeting, prepared and approved by the Board, shall be made available to all members by ___ days before the meeting or at the time of registration of the meeting.

Note:  The Secretary is not responsible to ensure current address and telephone numbers for Members.

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