Arkansas Winds
Community Concert Band


The Arkansas Winds would like to thank Stephen Taylor of Penix and Taylor for his donation of time in preparing the Articles of Incorporation and By-laws; Michelle Hoffman of Baird, Kurtz, and Dobson for her donation of time in preparing the exemption forms for section 501(c)(3) of Internal Revenue Code of 1986; and Nancy Sloan for her leadership in pursuing incorporation for the group.

Articles of Amendment

Articles of Incorporation of Arkansas Winds, Inc.

I, the undersigned, acting as incorporator, being a person over the age of twenty-one years, a citizen of the United States of America, a resident of the State of Arkansas, desiring to associate this corporation for the purpose of founding and continuing as association, pursuant to Act 1147 of 1993, 79th General Assembly of the State of Arkansas, the Arkansas Non-Profit Corporation Act of 1993, do hereby certify as follows:

First

The name of the corporation is Arkansas Winds, Inc.

Second

The period of the duration of the corporation shall be perpetual.

Third

This corporation is a public benefit corporation.

Fourth

The powers of this corporation shall be:
  1. To advance, develop, and foster an interest in and appreciation of music.
  2. To manage its internal affairs in any way, so long as the provisions of the law are not violated.
  3. To do any and all things necessary, convenient, useful, or incidental to the attainment of its purposes as fully and to the same extent as natural persons lawfully might or could do so long as consistent with the provisions of the law.
  4. To make and amend the By-laws not inconsistent with these Articles of Incorporation or with the laws of the State of Arkansas for regulating and managing the affairs of the corporation.
  5. To take, manage, hold and dispose of property, whether real or person, of the said corporation, no part of the income from which is to be distributed to the members, directors, or officers of this corporation except as provided by the Arkansas Non-Profit Corporation Act.
  6. To receive donations and contributions from any source and apply such to the purposes of this corporation as above set forth, including the investment of such portions as the Board of Directors shall deem not required for the immediate operations of this corporation.
  7. To conduct its activities, locate offices, and exercise powers granted by the Arkansas Non-profit Corporation Act of 1993 within or without the State of Arkansas.
  8. To elect or to appoint directors, officers, employees, and agents of the corporation, define their duties, and fix their compensation.
  9. To impose dues, assessments, admission, and transfer fees upon its members.
  10. To establish conditions for admission of members, admit members, and issue memberships. Do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.

Fifth

This corporation shall have such powers as are necessary to carry out its stated purposes as well as all those granted by the State of Arkansas to non-profit corporations generally through the Arkansas Non-Profit Corporation Act of 1993, Act 1147 of 1993 of the 79th General Assembly of the State of Arkansas.

Sixth

Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such charitable, educational, religious, literary, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue involved, as the Board of Directors shall determine. Any assets not disposed of shall be disposed of by the Chancery Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized exclusively for such purposes.

Seventh

The registered agent for the corporation shall be Stephen L. Taylor, 111 West Emma Avenue, Springdale, Arkansas, 72765.

Eight

The principal place of business for the corporation shall be 111 West Emma Avenue, Springdale, Arkansas 72764.

Ninth

The Board of Directors of this corporation shall initially consist of eight directors, who shall serve until their successors are elected and qualified, pursuant to the By-laws of the corporation. The names of the persons constituting the initial Board of Directors are:

Tenth

The name and address of the incorporator is as follows:

Nancy Sloan
1735 Overcrest
Fayetteville, AR 72703

Eleventh

The corporation will have members who shall, pursuant to the appropriate provisions of the corporate By-laws, have the right to vote for the election of directors

Subscribed my hand and seal this 27th day of January, 1994
Nancy Sloan nsloan@comp.uark.edu
Incorporator




Articles of Amendment of Arkansas Winds, Inc.

I, the undersigned, duly elected president of the Board of Directors of Arkansas Winds, Inc., an Arkansas non-profit corporation organized pursuant to the Act 1147 of 1993, 79th General Assembly of the State of Arkansas, the Arkansas Non-Profit Corporation Act of 1993, do hereby certify as follows:

First

The name of the corporation is Arkansas Winds, Inc.

Second

Paragraph THIRD of the original Articles of Incorporation, filed with the corporate division of the Secretary of State, State of Arkansas, on February 17, 1994, is hereby amended to read as follows in its entirety: This corporation is a public benefit corporation. The purposes for which the corporation is organized are exclusively religious, charitable, scientific, literary, and educational within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.

Third

Section FOURTH of the original articles of incorporation of Arkansas Winds, Inc., filed with the corporate division of the Secretary of State, State of Arkansas, on February 17, 1994, is amended by the addition of the following sentence at the end of the existing Paragraph FOURTH: Notwithstanding any other provision of these articles, this organization shall not carry on any activities not permitted to be carried on by any organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.

Fourth

Both amendments set forth herein were adopted at a duly scheduled meeting of the Board of Directors of Arkansas Winds, Inc. held on September 13, 1994. Approval of the members of the corporation was not required and the amendments were approved by a sufficient vote of the Board of Directors as required by law.

Fifth

The original Articles of Incorporation of Arkansas Wins, Inc., filed with the corporate division of the Secretary of State, State of Arkansas, on February 17, 1994, are readopted in their entirety except as expressly amended herein.

Subscribed my hand and seal this 14th day of September, 1994
Allen Fields allenf@comp.uark.edu
President of Board of Directors of Arkansas Winds, Inc.





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This page created and maintained by Allen Fields, allenf@comp.uark.edu.
Last updated Monday, September 20, 1999.